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 March 31, ~~2020~~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) 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 every Interactive Data File required to be submitted 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 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 ◻

Non-accelerated filer ◻

Smaller reporting company ☐

Emerging growth 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: ~~129,827,968~~130,371,311 shares of Common Stock, par value $0.01 per share, were outstanding as of April ~~30, 2020.~~20, 2021.

Table of Contents

TABLE OF CONTENTS

FIRST HAWAIIAN, INC.

FORM 10-Q

INDEX


Part I Financial Information			Page No.
	Item 1.	Financial Statements (unaudited)		2
		Consolidated Statements of Income for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		2
		Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		3
		Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020		4
		Consolidated Statements of Stockholders' Equity for the three and three months ended March 31, ~~2020~~2021 and ~~2019~~2020		5
		Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		6
		Notes to Consolidated Financial Statements (unaudited)		7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		4341
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		8279
	Item 4.	Controls and Procedures		8279
Part II Other Information				8279
	Item 1.	Legal Proceedings		8279
	Item 1A.	Risk Factors		82
	~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~		8479
	Item 6.	Exhibits		8581
	Exhibit Index			8581
	Signatures			8682

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended

March 31,
(dollars in thousands, except per share amounts)
2020

2019
Interest income

Loans and lease financing
$
134,971

$
144,406
Available-for-sale securities

21,210

24,486
Other

2,351

3,669
Total interest income

158,532

172,561
Interest expense

Deposits

15,600

23,197
Short-term and long-term borrowings

4,249

4,275
Total interest expense

19,849

27,472
Net interest income

138,683

145,089
Provision for credit losses

41,200

5,680
Net interest income after provision for credit losses

97,483

139,409
Noninterest income

Service charges on deposit accounts

8,950

8,060
Credit and debit card fees

14,949

16,655
Other service charges and fees

8,539

9,129
Trust and investment services income

9,591

8,618
Bank-owned life insurance

2,260

3,813
Investment securities gains (losses), net

85

(2,613)
Other

4,854

3,410
Total noninterest income

49,228

47,072
Noninterest expense

Salaries and employee benefits

44,829

44,860
Contracted services and professional fees

16,055

13,645
Occupancy

7,243

6,986
Equipment

4,708

4,284
Regulatory assessment and fees

1,946

1,447
Advertising and marketing

1,823

1,966
Card rewards program

7,015

6,732
Other

12,847

12,703
Total noninterest expense

96,466

92,623
Income before provision for income taxes

50,245

93,858
Provision for income taxes

11,380

23,934
Net income
$
38,865

$
69,924
Basic earnings per share
$
0.30

$
0.52
Diluted earnings per share
$
0.30

$
0.52
Basic weighted-average outstanding shares

129,895,706

134,879,336
Diluted weighted-average outstanding shares

130,351,585

135,198,345


	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.

Table of Contents

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

Three Months Ended

March 31,
(dollars in thousands)
2020

2019
Net income
$
38,865

$
69,924
Other comprehensive income, net of tax:

Net change in pensions and other benefits

(96)

—
Net change in investment securities

35,974

53,441
Other comprehensive income

35,878

53,441
Total comprehensive income
$
74,743

$
123,365


	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.

Table of Contents

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,		December 31,		March 31,		December 31,
(dollars in thousands, except share amount)	2020		2019		2021		2020
Assets
Cash and due from banks	$	353,908	$	360,375	$	278,994	$	303,373
Interest-bearing deposits in other banks		698,924		333,642		983,816		737,571
Investment securities, at fair value (amortized cost: $4,014,397 as of March 31, 2020 and $4,080,663 as of December 31, 2019)		4,058,457		4,075,644
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		8,180		904		9,390		11,579
Loans and leases		13,380,270		13,211,650		13,300,289		13,279,097
Less: allowance for credit losses		166,013		130,530		200,366		208,454
Net loans and leases		13,214,257		13,081,120		13,099,923		13,070,643

Premises and equipment, net		321,254		316,885		319,949		322,401
Other real estate owned and repossessed personal property		238		319
Accrued interest receivable		43,552		45,239		69,879		69,626
Bank-owned life insurance		455,226		453,873		468,927		466,537
Goodwill		995,492		995,492		995,492		995,492
Mortgage servicing rights		11,979		12,668		10,869		10,731
Other assets		594,424		490,573		567,878		603,463
Total assets	$	20,755,891	$	20,166,734	$	23,497,596	$	22,662,831
Liabilities and Stockholders' Equity
Deposits:
Interest-bearing	$	11,274,463	$	10,564,922	$	11,958,606	$	11,705,609
Noninterest-bearing		5,745,539		5,880,072		8,175,075		7,522,114
Total deposits		17,020,002		16,444,994		20,133,681		19,227,723
Short-term borrowings		400,000		400,000
Long-term borrowings		200,019		200,019		200,010		200,010
Retirement benefits payable		138,396		138,222		143,736		143,373
Other liabilities		332,789		343,241		336,539		347,621
Total liabilities		18,091,206		17,526,476		20,813,966		19,918,727

Commitments and contingent liabilities (Note 13)
Commitments and contingent liabilities (Note 12)

Stockholders' equity
Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 140,092,172 / 129,827,968 as of March 31, 2020; issued/outstanding: 139,917,150 / 129,928,479 as of December 31, 2019)		1,401		1,399
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		2,506,477		2,503,677		2,517,048		2,514,014
Retained earnings		429,323		437,072		497,418		473,974
Accumulated other comprehensive income (loss), net		4,129		(31,749)
Treasury stock (10,264,204 shares as of March 31, 2020 and 9,988,671 shares as of December 31, 2019)		(276,645)		(270,141)
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		2,664,685		2,640,258		2,683,630		2,744,104
Total liabilities and stockholders' equity	$	20,755,891	$	20,166,734	$	23,497,596	$	22,662,831

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

Table of Contents

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	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

Income (Loss)

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


	Three Months Ended March 31, 2019													Three Months Ended March 31, 2020
								Accumulated													Accumulated
				Additional				Other									Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive		Treasury				Common Stock			Paid-In		Retained		Comprehensive		Treasury
(dollars in thousands, except share amounts)	Shares	Amount		Capital		Earnings		Loss		Stock		Total		Shares	Amount		Capital		Earnings		Loss (Income)		Stock		Total
Balance as of December 31, 2018	134,874,302	$	1,397	$	2,495,853	$	291,919	$	(132,195)	$	(132,135)	$	2,524,839
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	—		—		—		69,924		—		—		69,924	—		—		—		38,865		—		—		38,865
Cash dividends declared ($0.26 per share)	—		—		—		(35,067)		—		—		(35,067)	—		—		—		(33,782)		—		—		(33,782)
Equity-based awards	137,713		2		1,917		(325)		—		(1,529)		65	117,248		2		2,800		(315)		—		(1,504)		983
Common stock repurchased														(217,759)		—		—		—		—		(5,000)		(5,000)
Other comprehensive income, net of tax	—		—		—		—		53,441		—		53,441	—		—		—		—		35,878		—		35,878
Balance as of March 31, 2019	135,012,015	$	1,399	$	2,497,770	$	326,451	$	(78,754)	$	(133,664)	$	2,613,202
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.

Table of Contents

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended

March 31,
(dollars in thousands)

2020

2019
Cash flows from operating activities

Net income

$
38,865

$
69,924
Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Provision for credit losses

41,200

5,680
Depreciation, amortization and accretion, net

17,121

14,588
Deferred income taxes

6,624

16,461
Stock-based compensation

2,802

1,594
Other gains

(15)

(26)
Originations of loans held for sale

(41,062)

(745)
Proceeds from sales of loans held for sale

35,435

1,199
Net gains on sales of loans originated for investment and held for sale

(2,459)

(22)
Net (gains) losses on investment securities

(85)

2,613
Change in assets and liabilities:

Net increase in other assets

(22,164)

(1,293)
Net decrease in other liabilities

(128,111)

(46,569)
Net cash (used in) provided by operating activities

(51,849)

63,404
Cash flows from investing activities

Available-for-sale securities:

Proceeds from maturities and principal repayments

259,447

142,954
Proceeds from calls and sales

78,472

863,053
Purchases

(272,324)

(927,606)
Other investments:

Proceeds from sales

8,492

2,063
Purchases

(9,196)

(2,211)
Loans:

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

(276,113)

(51,823)
Proceeds from sales of loans originated for investment

132,011

—
Purchases of loans

(30,244)

(76,451)
Proceeds from bank-owned life insurance

906

1,953
Purchases of premises, equipment and software

(14,728)

(9,571)
Proceeds from sales of premises and equipment

185

—
Proceeds from sales of other real estate owned

69

653
Other

(1,035)

(768)
Net cash used in investing activities

(124,058)

(57,754)
Cash flows from financing activities

Net increase (decrease) in deposits

575,008

(354,824)
Dividends paid

(33,782)

(35,067)
Stock tendered for payment of withholding taxes

(1,504)

(1,529)
Common stock repurchased

(5,000)

—
Net cash provided by (used in) financing activities

534,722

(391,420)
Net increase (decrease) in cash and cash equivalents

358,815

(385,770)
Cash and cash equivalents at beginning of period

694,017

1,003,637
Cash and cash equivalents at end of period

$
1,052,832

$
617,867

Supplemental disclosures

Interest paid

$
24,163

$
27,398
Income taxes paid, net of income tax refunds

5,165

4,883
Noncash investing and financing activities:

Transfers from loans and leases to loans held for sale

131,201

—


	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.

Table of Contents

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 subsidiary. FHB offers a comprehensive suite of banking services, ~~to consumer and commercial customers~~ including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing ~~services.~~ services, to consumer and commercial customers.

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, ~~2019.~~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.

~~Investment Securities~~

As of March 31, 2020 and December 31, 2019, investment securities were comprised of debt, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government, its agencies and government-sponsored enterprises. The Company amortizes premiums and accretes discounts using the interest method over the expected lives of the individual securities. Premiums on callable debt securities are amortized to their earliest call date. All investment securities transactions are recorded on a trade-date basis. All of the Company’s investment securities were categorized as available-for-sale as of March 31, 2020 and December 31, 2019. Available-for-sale investment securities are reported at fair value, with unrealized gains and losses reported in accumulated other comprehensive income. Gains and losses realized on sales of investment securities are determined using the specific identification method.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates at the individual security level whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are 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 an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the

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~~amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.~~

Changes in the allowance for credit losses, if any, are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale investment security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As noted above, as of March 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, its agencies and government-sponsored enterprises. 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 0. 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, 2020.~~

Accrued interest receivable related to available-for-sale investment securities was $8.5 million as of March 31, 2020 and is recorded separately from the amortized cost basis of investment securities on the Company’s interim consolidated balance sheet.

~~Loans and Leases~~

Loans are reported at amortized cost which includes the principal amount outstanding, net of deferred loan fees and costs and cumulative net charge-offs. Interest income is recognized on an accrual basis. Loan origination fees, certain direct costs and unearned discounts and premiums, if any, are deferred and are generally accreted or amortized into interest income as yield adjustments using the interest method over the contractual life of the loan. Other credit-related fees are recognized as fee income, a component of noninterest income, when earned.

Direct financing leases are carried at the aggregate of lease payments receivable plus the estimated residual value of leased property, less unearned income. Unearned income on direct financing leases is amortized over the lease term by methods that approximate the interest method. Residual values on leased assets are periodically reviewed for impairment.

Accrued interest receivable related to loans and leases was $35.1 million as of March 31, 2020 and is recorded separately from the amortized cost basis of loans and leases on the Company’s interim consolidated balance sheet.

~~Nonaccrual Loans and Leases~~

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. A full or partial charge-off is recorded in the period in which the loan or lease is deemed uncollectible. When the Company places a loan or lease on nonaccrual status, previously accrued and uncollected interest is concurrently reversed against interest income. When the Company receives an interest payment on a nonaccrual loan or lease, the payment is applied as a reduction of the principal balance. Nonaccrual loans and leases are generally returned to accrual status when they become current as to principal and interest and future payments are reasonably assured.

~~Allowance for Credit Losses~~

The allowance for credit losses for loans and leases (the “ACL”) is a valuation account that is deducted from the amortized cost basis of loans and leases to present the net amount expected to be collected from loans and leases. Loans and leases are charged-off against the ACL when management believes the uncollectibility of a loan or lease balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The Company’s ACL and the reserve for unfunded commitments under the Current Expected Credit Losses (“CECL”) approach utilizes both quantitative and qualitative components. The Company’s methodology utilizes a quantitative model based on a single forward-looking macroeconomic forecast. The quantitative estimation is overlaid with qualitative adjustments to account for current conditions and forward-looking events not captured in the quantitative

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model. Qualitative adjustments that are considered include adjustments for regulatory determinants, model limitations, model maturity, and other current or forecasted events that are not captured in the Company’s historical loss experience.

The Company generally evaluates loans and leases on a collective or pool basis when similar risk characteristics exist. However, loans and leases that do not share similar risk characteristics are evaluated on an individual basis. Such loans and leases evaluated individually are excluded from the collective evaluation. Individually assessed loans are measured for estimated credit loss (“ECL”) based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less estimated selling costs, if the loan is collateral-dependent.

Management reviews relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts about the future. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors.

The Company utilizes a Probability of Default (“PD”)/Loss Given Default (“LGD”) framework to estimate the ACL and the reserve for unfunded commitments. The PD represents the percentage expectation to default, measured by assessing loans and leases that migrate to default status (i.e., nonaccrual status, troubled debt restructurings (“TDRs”), 90 days or more past due, partial or full charge-offs or bankruptcy). LGD is defined as the percentage of the exposure at default (“EAD”) lost at the time of default, net of any recoveries, and will be unique to each of the collateral types securing the Company’s loans. PD and LGD’s are based on past experience of the Company and management’s expectations of the future. The ECL on loans and leases is calculated by taking the product of the credit exposure, lifetime default probability (“LDP”) and the LGD.

The ECL model is applied to current credit exposures at the account level, using assumptions calibrated at the portfolio segment level using internal historical loan and lease level data. The Company estimates the default risk of a credit exposure over the remaining life of each account using a transition probability matrix approach which captures both the average rate of up/down-grade and default transitions, as well as withdrawal rates which capture the historical rate of exposure decline due to loan and lease amortization and prepayment. To apply the transition matrices, each credit exposure’s remaining life is split into two time segments. The first time segment is for the reasonable and supportable forecast period over which the transition matrices which are applied have been adjusted to incorporate current and forecasted conditions over that period. Management has determined that using a one year time horizon for the reasonable and supportable forecast period for all classes of loans and leases is a reasonable forecast horizon given the difficulty in predicting future economic conditions with a high degree of certainty. The second time segment is the reversion period from the end of the reasonable and supportable forecast period to the maturity of the exposure, over which long-run average transition matrices are applied. Management elected to use an immediate reversion to the mean approach. Lifetime loss rates are applied against the amortized cost basis of loans and leases and unfunded commitments to estimate the ACL and the reserve for unfunded commitments.

On a quarterly basis, management convenes the Bank’s forecasting team which is responsible for qualitatively forecasting the economic outlook over the reasonable and supportable forecast period within the context of forecasting credit losses. Management reviews local and national economic forecasts and other pertinent materials to inform the team in establishing their best estimate of the economic outlook over the reasonable and supportable forecast period. The team considers unemployment rates, gross domestic product, personal income per capita, visitor arrivals and expenditures and home prices along with other relevant information. The results from the Bank’s forecasting team dictates the direction of the economic forecast compared to current economic conditions (i.e., better or worse) and the magnitude of the forecast adjustment (e.g., mild, medium or severe). The direction of the economic forecast and magnitude are used to qualitatively adjust the modifier that is applied to the long-run default rates over the reasonable and supportable forecast period.

The Company has identified three portfolio segments in estimating the ACL: commercial, residential real estate and consumer lending. The Company’s commercial portfolio segment is comprised of four distinct classes: commercial and industrial loans, commercial real estate loans, construction loans and lease financing. The key risk drivers related to this portfolio segment include risk rating, collateral type, and remaining maturity. The Company’s residential real estate portfolio segment is comprised of two distinct classes: residential real estate loans and home equity lines of credit. Specific risk characteristics related to this portfolio include the value of the underlying collateral, credit score and remaining maturity. Finally, the Company’s consumer portfolio segment is not further segmented, but consists primarily of

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automobile loans, credit cards and other installment loans. Automobile loans constitute the majority of this segment and are monitored using credit scores, collateral values and remaining maturity. The remainder of the consumer portfolio is predominantly unsecured.

~~Reserve for Unfunded Commitments~~

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is adjusted through the provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Accounting Standards Adopted in ~~2020~~2021

In ~~June 2016,~~October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2016-13,~~2020-08, ~~Financial Instruments~~Codification Improvements to Subtopic 310-20, Receivables – ~~Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments~~Nonrefundable Fees and Other Costs. ~~This~~Prior to the adoption of ASU No. 2020-08, previous guidance ~~eliminates~~shortened the ~~probable recognition threshold~~amortization period for ~~credit losses on financial assets measured at amortized cost. For loans and held-to-maturity~~certain purchased callable debt securities ~~this guidance requires~~held at a ~~CECL approach to determine an ACL. CECL requires loss estimates for~~premium by requiring that entities amortize the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. CECL also applies to off-balance sheet (“OBS”) credit exposures (e.g., unfunded loan commitments), except for unconditionally cancellable commitments. In addition, this guidance modifies the other-than-temporary-impairment model for available-for-salepremium associated with those callable debt securities to ~~require an allowance for credit losses instead of a direct write-down, which allows for a reversal of credit losses in future periods. In April 2019,~~ the ~~FASB also issued ASU No. 2019-04,~~ ~~Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments~~~~. As it relates to CECL, this~~earliest call date. The guidance ~~amended certain provisions contained~~ in ASU No. ~~2016-13, particularly with regards~~2020-08 changes the amortization period so that an entity shall amortize the premium to the inclusion of accrued interest in the definition of amortized cost, as well as clarifying that extension and renewal options that are not unconditionally cancelable by the entity that are included in the original or modified contract should be considered in the entity’s determination of expected credit losses. As permitted by ASU No. 2016-13, the Company elected the practical expedient to use the fair value of collateral at the reporting date when recording the net carrying amount of the asset and determining the ACL for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reportingnext call date. Furthermore, as permitted by ASU No. 2019-04, the Company made accounting policy elections to not measure an ACL on accrued interest receivable, write-off accrued interest receivable by reversing interest income and present accrued interest receivable separately from the related financial asset on the balance sheet.

The implementation of CECL required significant operational changes, particularly in data collection and analysis. The Company formed a working group comprised of teams from different disciplines, including credit, finance and information technology, to evaluate the requirements of the new standard and the impact it will have on the Company’s existing processes. The Company also engaged a software vendor and had run several CECL parallel run productions during 2019. The Company adopted the provisions of ASU No. 2016-13 and related amendments by recording a cumulative effect adjustment to retained earnings as of January 1, 2020. Note that the Company did not opt to delay the implementation of CECL requirements as permitted under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which allows entities to delay implementation until the earlier of (1) the date on which the national emergency concerning the Coronavirus Disease 2019 (“COVID-19”) terminates, or (2) December 31, 2020.

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~~The following table presents the impact of adopting ASC Topic 326 as of January 1, 2020:~~

Prior to the

Adjustment

Adoption of

to Adopt

After Adoption of
(dollars in thousands)

ASC Topic 326

ASC Topic 326

ASC Topic 326
Assets:

Allowance for Credit Losses - Loans and Leases

$
130,530

$
770

$
131,300
Liabilities:

Reserve for Unfunded Commitments⁽¹⁾

600

16,300

16,900
Pretax Cumulative Effect Adjustment of a Change in Accounting Principle

17,070

Less: Income Taxes

(4,553)

Cumulative-Effect Adjustment of a Change in Accounting Principle, Net of Tax

$
12,517

~~(1)~~

~~The reserve for unfunded commitments is included as a component of other liabilities in the Company's interim consolidated balance sheets.~~

~~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. The Company adopted the provisions of ASU No. 2017-042020-08 on January 1, ~~2020~~2021 and it did not have a material impact on the Company’s consolidated financial statements.

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement~~. This guidance is a part of the FASB’s disclosure framework project to improve disclosure effectiveness. This guidance eliminates certain disclosure requirements for fair value measurements: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, an entity’s policy for the timing of transfers between levels of the fair value hierarchy and an entity’s valuation processes for Level 3 fair value measurements. This guidance also adds new disclosure requirements for public entities: changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements, including how the weighted average is calculated. Furthermore, this guidance modifies certain requirements which will involve disclosing: transfers into and out of Level 3 of the fair value hierarchy, purchases and issuances of Level 3 assets and liabilities, and information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. The Company adopted the provisions of ASU No. 2018-13 on January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements. See “Note 17. Fair Value” for required disclosures related to this new guidance.

Recent Accounting Pronouncements

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

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance provides that changes in contract terms that are made to effect the reference rate reform transition are considered related to the replacement of a reference rate if they are not the result of a business decision that is separate from or in addition to changes to the terms of a contract to effect that transition. The guidance also provides an optional expedient for loans that would permit the Company to account for the modification as if it was only minor and not an extinguishment in accordance with GAAP. For leases, the guidance provides an optional expedient for modifications to not trigger reassessment of lease classification and the discount rate or require the entity to remeasure lease payments or perform the other reassessments or remeasurements that would otherwise be triggered by a modification under GAAP when the modification is not accounted for as a separate contract. The optional amendments in ASU No. 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. 2. Investment Securities

As of March 31, 2021 and December 31, 2020, investment securities consisted predominantly of the ~~Company did not~~following investment categories:

U.S. Treasury and debt securities– includes U.S. Treasury notes and debt securities issued by government agencies.

Mortgage-backed securities– includes securities backed by notes or receivables secured by mortgage assets with cash flows based on actual or scheduled payments.

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elect any of the optional expedients provided for by this guidance. The Company is in the process of evaluating the optional expedients and the impact that this new guidance may have on the Company’s consolidated financial statements.

~~2. Investment Securities~~

~~As of March 31, 2020 and December 31, 2019, 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 agencies and government-sponsored enterprises.~~

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

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

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, all of the Company’s investment securities were classified as available-for-sale. Amortized cost and fair value of securities as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:


	March 31, 2020								December 31, 2019								March 31, 2021								December 31, 2020
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair		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	$	30,483	$	444	$	—	$	30,927	$	29,832	$	56	$	—	$	29,888
Government-sponsored enterprises debt securities		26,705		16		—		26,721		101,697		19		(277)		101,439
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		269,947		9,016		—		278,963		290,131		2,224		(1,146)		291,209		129,908		3,986		—		133,894		155,169		5,293		—		160,462
Residential - Government-sponsored enterprises		403,682		14,289		(304)		417,667		395,039		6,126		(1,673)		399,492		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		184,635		3,345		(1,196)		186,784		101,798		555		(634)		101,719		1,180,034		1,676		(47,535)		1,134,175		931,095		9,045		(7,983)		932,157
Collateralized mortgage obligations:
Government agency		2,304,803		21,408		(5,333)		2,320,878		2,390,143		7,483		(16,348)		2,381,278		1,818,181		29,899		(2,982)		1,845,098		1,902,326		32,246		(1,019)		1,933,553
Government-sponsored enterprises		794,142		5,965		(3,590)		796,517		772,023		2,505		(3,909)		770,619		2,081,844		15,537		(22,229)		2,075,152		1,808,804		18,991		(823)		1,826,972
Total available-for-sale securities	$	4,014,397	$	54,483	$	(10,423)	$	4,058,457	$	4,080,663	$	18,968	$	(23,987)	$	4,075,644	$	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 the three months ended March 31, 2021, respectively. Proceeds from calls and sales of investment securities were $75.0 million and $3.5 million, respectively, for the three months ended March 31, ~~2020, and~~2020. The Company recorded gross realized gains of NaN and ~~$863.1 million, respectively,~~gross realized losses of NaN for the three months ended March 31, ~~2019.~~2021. The Company recorded gross realized gains of $0.1 million and gross realized losses of NaN for the three months ended March 31, 2020. The ~~Company recorded gross realized gains of NaN and gross realized losses of $2.6 million for the three months ended March 31, 2019. The~~ income tax benefit related to the Company’s net realized loss on the sale of investment securities was NaN ~~and $0.7 million for~~during the three months ended March 31, ~~2020 and 2019, respectively.~~2021. The income tax expense related to the net realized gains on the sale of investment securities was NaN ~~during both~~for the three months ended March 31, ~~2020 and 2019.~~2020. Gains and losses realized on sales of securities are determined using the specific identification method.

Interest income from taxable investment securities was $22.1 million and $21.2 million, ~~and $24.5 million~~respectively, for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~2020. Interest income from non-taxable investment securities was $1.0 million and NaN, respectively, during ~~both~~ the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

The amortized cost and fair value of debt securities issued by the U.S. Treasury and ~~government-sponsored enterprises~~government agencies as of March 31, ~~2020,~~2021, by contractual maturity, are shown below. Mortgage-backed securities and 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.

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March 31, 2020

Amortized

Fair

(dollars in thousands)

Cost

Value

Due in one year or less

$
—

$
—

Due after one year through five years

57,188

57,648

Due after five years through ten years

—

—

Due after ten years

—

—

57,188

57,648

Mortgage-backed securities:

Residential - Government agency

269,947

278,963

Residential - Government-sponsored enterprises

403,682

417,667

Commercial - Government-sponsored enterprises

184,635

186,784

Total mortgage-backed securities

858,264

883,414

Collateralized mortgage obligations:

Government agency

2,304,803

2,320,878

Government-sponsored enterprises

794,142

796,517

Total collateralized mortgage obligations

3,098,945

3,117,395

Total available-for-sale securities

$
4,014,397

$
4,058,457


	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 March 31, ~~2020,~~2021, pledged securities totaled ~~$2.2~~$2.6 billion, of which ~~$2.0~~$2.4 billion was pledged to secure public deposits and ~~$246.8~~$184.2 million was pledged to secure other financial transactions. At December 31, ~~2019,~~2020, pledged securities totaled ~~$1.8~~$2.4 billion, of which ~~$1.5~~$2.3 billion was pledged to secure public deposits and ~~$242.3~~$186.1 million was pledged to secure other financial transactions.

The Company held 0 securities of any single issuer, other than debt securities issued by the U.S. government, government agencies and government-sponsored enterprises, taken in the aggregate, which were in excess of 10% of stockholders’ equity as of March 31, ~~2020 and~~2021 or December 31, ~~2019.~~2020.

The following ~~table presents~~tables present the unrealized gross losses and fair values of securities in the available-for-sale portfolio by length of time that the 55145 and ~~118~~50 individual securities in each category have been in a continuous loss position as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The unrealized losses on investment securities were 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. At March 31, 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.

Time in Continuous Loss as of March 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
Mortgage-backed securities:

Residential - Government-sponsored enterprises

$
(211)

$
95,144

$
(93)

$
10,191

$
(304)

$
105,335
Commercial - Government-sponsored enterprises

(1,196)

95,097

—

—

(1,196)

95,097
Collateralized mortgage obligations:

Government agency

(3,979)

480,482

(1,354)

94,077

(5,333)

574,559
Government-sponsored enterprises

(1,242)

144,625

(2,348)

149,246

(3,590)

293,871
Total available-for-sale securities with unrealized losses

$
(6,628)

$
815,348

$
(3,795)

$
253,514

$
(10,423)

$
1,068,862

Time in Continuous Loss as of March 31, 2021

Less Than 12 Months

12 Months or More

Total

Unrealized

(dollars in thousands)

Losses

Fair Value

Losses

Fair Value

Losses

Fair Value

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

(2,974)

370,875

(8)

5,020

(2,982)

375,895

Government-sponsored enterprises

(22,229)

1,036,086

—

(22,229)

1,036,086

Total available-for-sale securities with unrealized losses

(86,424)

3,187,382

(8)

5,020

(86,432)

3,192,402

139

Table of Contents

Time in Continuous Loss as of December 31, 2019

Less Than 12 Months

12 Months or More

Total

Unrealized

Unrealized

Unrealized

(dollars in thousands)

Losses

Fair Value

Losses

Fair Value

Losses

Fair Value
Government-sponsored enterprises debt securities

$
(277)

$
49,716

$
—

$
—

$
(277)

$
49,716
Mortgage-backed securities:

Residential - Government agency

—

—

(1,146)

109,614

(1,146)

109,614
Residential - Government-sponsored enterprises

(115)

76,481

(1,558)

109,025

(1,673)

185,506
Commercial - Government-sponsored enterprises

(634)

38,062

—

—

(634)

38,062
Collateralized mortgage obligations:

Government agency

(8,049)

969,762

(8,299)

565,764

(16,348)

1,535,526
Government-sponsored enterprises

(583)

180,785

(3,326)

209,752

(3,909)

390,537
Total available-for-sale securities with unrealized losses

$
(9,658)

$
1,314,806

$
(14,329)

$
994,155

$
(23,987)

$
2,308,961


	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

At March 31, 2021 and December 31, 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 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. As of March 31, 2021 and December 31, 2020, the Company did not expect any credit losses in its debt securities and 0 credit losses were recognized on securities during the three months ended March 31, 2021 and for the year ended December 31, 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 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.

In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted 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 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 ~~12.~~11. Derivative Financial Instruments” for more information.

The Company held approximately 120,000 Visa Class B restricted shares as of both March 31, ~~2020~~2021 and December 31, ~~2019.~~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.

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3. Loans and Leases

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, loans and leases were comprised of the following:


	March 31,		December 31,		March 31,		December 31,
(dollars in thousands)	2020		2019		2021		2020
Commercial and industrial	$	3,025,345	$	2,743,242	$	3,121,436	$	3,019,507
Commercial real estate		3,413,014		3,463,953		3,396,233		3,392,676
Construction		572,062		519,241		739,271		735,819
Residential:
Residential mortgage		3,673,455		3,768,936		3,715,676		3,690,218
Home equity line		891,698		893,239		805,746		841,624
Total residential		4,565,153		4,662,175		4,521,422		4,531,842
Consumer		1,568,073		1,620,556		1,283,779		1,353,842
Lease financing		236,623		202,483		238,148		245,411
Total loans and leases	$	13,380,270	$	13,211,650	$	13,300,289	$	13,279,097

Outstanding loan balances are reported net of deferred loan costs and fees of ~~$40.6~~$16.8 million and ~~$41.0~~$26.1 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

Accrued interest receivable related to loans and leases was $58.6 million and $59.0 million as of 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 both March 31, 2021 and December 31, 2020, residential real estate loans totaling ~~$3.0~~$2.9 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Home Loan Bank of Des Moines (“FHLB”), and consumer, commercial and industrial,

~~Table of Contents~~

commercial real estate and ~~commercial~~residential real estate loans totaling ~~$1.3~~$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, 2019, residential real estate loans totaling $2.9 billion were pledged to collateralize the Company’s borrowing capacity at the FHLB, and consumer, commercial and industrial and commercial real estate loans totaling $953.2 million were pledged to collateralize the Company’s borrowing capacity at the FRB. Residential real estate loans collateralized by properties that were in the process of foreclosure totaled ~~$3.1~~$2.8 million and ~~$4.1~~$2.3 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~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.

4. Allowance for Credit Losses

The Company maintains the allowance for credit losses for loans and leases (the “ACL”) that is deducted from the amortized cost basis of loans and leases to present the net carrying value of loans and leases expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount of loans and leases.

The Company also maintains an estimated reserve for unfunded commitments on the unaudited interim consolidated balance sheets. The reserve for unfunded commitments is reduced in the period in which the off-balance sheet financial instruments expire, loan funding occurs, or is otherwise settled.

Table of Contents

~~4. Allowance for Credit Losses~~

~~The Company maintains an ACL that is deducted from~~In response to the ~~amortized cost basis of loans and leases to present the net carrying value of loans and leases expected to be collected. The measurement of expected credit losses is based~~COVID-19 pandemic, on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount of loans and leases.

The Company also maintains an estimated reserve for unfunded commitments on the unaudited interim consolidated balance sheets. The reserve for unfunded commitments is reduced in the period in which the OBS financial instruments expire, loan funding occurs, or is otherwise settled.

~~The U.S. has been operating under a presidentially declared emergency since March 13, 2020 (the “National Emergency”) as a result of COVID-19. 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 ~~TDRs~~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 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 be reported as TDRs. If the 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 Allowance for Credit Losses

The following presents the activity in the ACL by class of loans and leases for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31, 2020

Three Months Ended March 31, 2021

Commercial Lending

Residential Lending

Commercial Lending

Residential Lending

Commercial

Home

Commercial

Home

and

Real

Lease

Residential

Equity

and

Real

Lease

Residential

Equity

(dollars in thousands)

Industrial

Estate

Construction

Financing

Mortgage

Line

Consumer

Unallocated

Total

Industrial

Estate

Construction

Financing

Mortgage

Line

Consumer

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

24,711

58,123

10,039

3,298

40,461

7,163

64,659

208,454

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)

(963)

(66)

—

(98)

—

(6,541)

(7,668)

Recoveries

220

—

110

—

135

122

2,083

—

2,670

215

166

—

2,655

3,080

Increase in Provision

7,995

9,954

5,673

220

3,376

1,297

12,334

—

40,849

Increase (decrease) in Provision

3,359

(6,369)

347

(101)

(1,909)

(519)

1,692

(3,500)

Balance at end of period

20,884

42,838

8,824

851

30,021

6,556

56,039

—

166,013

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

Rollforward of the Reserve for Unfunded Commitments

The following presents the activity in the Reserve for Unfunded Commitments for the 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

1512

Table of Contents

~~The following presents the activity in the ACL by class of loans and leases for the three months ended March 31, 2019, presented in accordance with Topic 310,~~ ~~Receivables~~:

Three Months Ended March 31, 2019

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total

Allowance for credit losses:

Balance at beginning of period

$
34,501

$
19,725

$
5,813

$
432

$
44,906

$
35,813

$
528

$
141,718

Charge-offs

—

—

—

(24)

—

(8,598)

—

(8,622)

Recoveries

37

31

—

—

250

2,452

—

2,770

Increase (decrease) in Provision

(2,745)

1,441

(432)

3

(245)

5,432

2,226

5,680

Balance at end of period

$
31,793

$
21,197

$
5,381

$
411

$
44,911

$
35,099

$
2,754

$
141,546

~~The disaggregation of the ACL and recorded investment in loans by impairment methodology as of December 31, 2019, presented in accordance with Topic 310,~~ ~~Receivables~~~~, was as follows:~~

December 31, 2019

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total

Allowance for credit losses:

Individually evaluated for impairment

$
46

$
27

$
—

$
—

$
130

$
—

$
—

$
203

Collectively evaluated for impairment

28,929

22,298

4,844

424

39,049

34,644

139

130,327

Balance at end of period

$
28,975

$
22,325

$
4,844

$
424

$
39,179

$
34,644

$
139

$
130,530

Loans and leases:

Individually evaluated for impairment

$
4,951

$
723

$
—

$
—

$
14,964

$
—

$
—

$
20,638

Collectively evaluated for impairment

2,738,291

3,463,230

519,241

202,483

4,647,211

1,620,556

—

13,191,012

Balance at end of period

$
2,743,242

$
3,463,953

$
519,241

$
202,483

$
4,662,175

$
1,620,556

$
—

$
13,211,650

~~Rollforward of the Reserve for Unfunded Commitments~~

~~The following presents the activity in the Reserve for Unfunded Commitments for the three months ended March 31, 2020:~~


	Three Months Ended March 31, 2020																Three Months Ended March 31, 2020
	Commercial Lending								Residential Lending								Commercial Lending								Residential Lending
	Commercial		Commercial								Home						Commercial		Commercial								Home
	and		Real				Lease		Residential		Equity						and		Real				Lease		Residential		Equity
(dollars in thousands)	Industrial		Estate		Construction		Financing		Mortgage		Line		Consumer		Total		Industrial		Estate		Construction		Financing		Mortgage		Line		Consumer		Total
Reserve for unfunded commitments:
Balance at beginning of period	$	—	$	—	$	—	$	—	$	—	$	—	$	600	$	600	$	—	$	—	$	—	$	—	$	—	$	—	$	600	$	600
Adoption of ASU No. 2016-13		5,390		778		4,119		—		7		6,587		(581)		16,300		5,390		778		4,119		—		7		6,587		(581)		16,300
Increase (decrease) in Provision		(599)		(82)		694		—		(6)		340		4		351		(599)		(82)		694		—		(6)		340		4		351
Balance at end of period	$	4,791	$	696	$	4,813	$	—	$	1	$	6,927	$	23	$	17,251	$	4,791	$	696	$	4,813	$	—	$	1	$	6,927	$	23	$	17,251

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 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 lease financing. Other loans subject to grading include installment loans to businesses or individuals for business and commercial purposes, overdraft lines of credit, commercial credit cards, and other credits as may be determined. Credit quality indicators for internally graded loans and leases are generally updated on an annual basis or on a quarterly basis for those loans and leases deemed to be of potentially higher risk.

~~Table of Contents~~

An 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 factors of a borrower: character, earnings and operating cash flow, asset and liability structure, debt capacity, management and controls, borrowing entity, and industry and operating environment.

Pass – “Pass” (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 ~~real estate~~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.

1713

Table of Contents

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


															Revolving																		Revolving
															Loans																		Loans
															Converted																		Converted
	Term Loans												Revolving		to Term				Term Loans												Revolving		to Term
	Amortized Cost Basis by Origination Year												Loans		Loans				Amortized Cost Basis by Origination Year												Loans		Loans
													Amortized		Amortized																Amortized		Amortized
(dollars in thousands)	2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total		2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Commercial Lending
Commercial and Industrial
Risk rating:
Pass	$	96,493	$	364,221	$	294,506	$	86,993	$	72,683	$	210,731	$	1,542,232	$	62,021	$	2,729,880	$	873,639	$	324,030	$	183,329	$	73,000	$	49,886	$	94,360	$	1,058,786	$	28,853	$	2,685,883
Special Mention		126		3,490		2,757		360		535		7,064		88,787		256		103,375		20,937		10,370		20,164		2,099		279		8,316		101,183		1,549		164,897
Substandard		160		7,456		3,568		1,569		57		5,465		50,830		969		70,074		23,804		2,023		2,568		677		4,063		8,113		33,775		250		75,273
Other ⁽¹⁾		7,239		18,375		13,894		8,985		3,859		1,247		68,417		—		122,016		13,142		13,426		9,246		5,337		1,867		280		50,156		—		93,454
Total Commercial and Industrial		104,018		393,542		314,725		97,907		77,134		224,507		1,750,266		63,246		3,025,345		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		70,775		731,880		577,488		497,579		324,782		1,024,477		47,680		2		3,274,663		342,845		611,243		541,104		447,366		295,426		814,398		47,604		323		3,100,309
Special Mention		—		8,810		17,407		23,558		28,562		27,346		2,999		—		108,682		1,500		63,617		26,187		33,482		37,841		61,279		2,999		—		226,905
Substandard		—		24,404		—		—		426		4,325		—		—		29,155		29		3,964		18,983		3,779		10,615		18,083		9,511		—		64,964
Other ⁽¹⁾		—		—		—		—		—		514		—		—		514		—		—		—		—		—		498		—		—		498
Total Commercial Real Estate		70,775		765,094		594,895		521,137		353,770		1,056,662		50,679		2		3,413,014		344,374		678,824		586,274		484,627		343,882		894,258		60,114		323		3,392,676

Construction
Risk rating:
Pass		15,537		96,333		192,397		99,207		25,151		53,105		25,991		—		507,721		53,931		233,730		202,808		83,792		23,171		41,536		28,386		—		667,354
Special Mention		—		—		—		—		—		—		200		—		200		—		508		707		4,717		—		9,172		—		—		15,104
Substandard		—		—		—		2,219		—		1,002		—		—		3,221		—		—		541		1,840		521		989		—		—		3,891
Other ⁽¹⁾		2,269		31,408		14,370		6,562		1,735		4,576		—		—		60,920		16,578		16,393		7,775		3,685		1,800		2,656		583		—		49,470
Total Construction		17,806		127,741		206,767		107,988		26,886		58,683		26,191		—		572,062		70,509		250,631		211,831		94,034		25,492		54,353		28,969		—		735,819

Lease Financing
Risk rating:
Pass		49,616		73,066		17,998		22,263		5,939		66,866		—		—		235,748		79,064		60,717		13,669		17,207		3,010		61,266		—		—		234,933
Special Mention		—		287		84		440		—		64		—		—		875		950		892		311		1,300		351		295		—		—		4,099
Substandard																				2,708		1,677		327		1,141		—		526		—		—		6,379
Total Lease Financing		49,616		73,353		18,082		22,703		5,939		66,930		—		—		236,623		82,722		63,286		14,307		19,648		3,361		62,087		—		—		245,411

Total Commercial Lending	$	242,215	$	1,359,730	$	1,134,469	$	749,735	$	463,729	$	1,406,782	$	1,827,136	$	63,248	$	7,247,044	$	1,429,127	$	1,342,590	$	1,027,719	$	679,422	$	428,830	$	1,121,767	$	1,332,983	$	30,975	$	7,393,413

(continued)

1816

Table of Contents


															Revolving																		Revolving
															Loans																		Loans
															Converted																		Converted
	Term Loans												Revolving		to Term				Term Loans												Revolving		to Term
	Amortized Cost Basis by Origination Year												Loans		Loans				Amortized Cost Basis by Origination Year												Loans		Loans
(continued)													Amortized		Amortized																Amortized		Amortized
(dollars in thousands)	2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total		2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Residential Lending
Residential Mortgage
FICO:
740 and greater	$	134,802	$	429,854	$	380,979	$	437,915	$	376,570	$	1,044,890	$	—	$	—	$	2,805,010	$	728,807	$	384,248	$	290,484	$	361,297	$	314,971	$	830,795	$	—	$	—	$	2,910,602
680 - 739		28,248		71,374		69,543		69,434		44,492		170,974		—		—		454,065		85,151		53,090		44,616		50,703		39,230		144,537		—		—		417,327
620 - 679		3,527		13,645		11,235		13,074		11,621		57,611		—		—		110,713		15,767		7,604		11,460		9,628		7,982		43,393		—		—		95,834
550 - 619		2,012		1,834		3,547		4,096		3,050		13,474		—		—		28,013		—		1,971		2,818		2,920		4,474		10,144		—		—		22,327
Less than 550		—		—		1,206		1,912		966		6,363		—		—		10,447		—		861		593		2,916		594		2,138		—		—		7,102
No Score ⁽³⁾		11,783		21,987		25,655		26,042		16,592		54,212		—		—		156,271		13,823		18,861		21,214		21,821		14,355		45,147		—		—		135,221
Other ⁽²⁾		4,783		20,938		26,627		25,451		12,528		17,524		580		505		108,936		21,011		15,860		18,540		22,677		9,550		13,426		578		163		101,805
Total Residential Mortgage		185,155		559,632		518,792		577,924		465,819		1,365,048		580		505		3,673,455		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		—		—		—		—		—		—		629,818		—		629,818		—		—		—		—		—		—		608,282		2,163		610,445
680 - 739		—		—		—		—		—		—		173,990		—		173,990		—		—		—		—		—		—		159,886		3,155		163,041
620 - 679		—		—		—		—		—		—		58,863		—		58,863		—		—		—		—		—		—		44,005		1,571		45,576
550 - 619		—		—		—		—		—		—		16,863		—		16,863		—		—		—		—		—		—		11,644		884		12,528
Less than 550		—		—		—		—		—		—		6,852		—		6,852		—		—		—		—		—		—		5,159		330		5,489
No Score ⁽³⁾		—		—		—		—		—		—		5,312		—		5,312		—		—		—		—		—		—		4,545		—		4,545
Total Home Equity Line		—		—		—		—		—		—		891,698		—		891,698		—		—		—		—		—		—		833,521		8,103		841,624
Total Residential Lending		185,155		559,632		518,792		577,924		465,819		1,365,048		892,278		505		4,565,153		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		46,781		150,459		128,010		76,608		41,303		17,034		117,149		—		577,344		113,373		122,965		99,678		54,691		24,029		6,034		114,748		275		535,793
680 - 739		29,047		124,783		99,908		59,075		29,503		13,332		92,315		—		447,963		83,316		90,853		66,143		36,426		16,358		4,985		76,391		773		375,245
620 - 679		11,357		73,221		51,785		35,102		18,932		9,072		49,123		—		248,592		40,469		48,904		33,917		24,705		11,144		3,788		36,622		1,221		200,770
550 - 619		1,679		21,334		23,130		20,105		10,676		6,105		18,624		—		101,653		9,125		20,274		17,693		15,126		7,825		2,883		12,980		1,458		87,364
Less than 550		581		7,625		12,696		12,928		6,832		3,459		7,906		—		52,027		3,017		10,139		9,189		6,517		3,123		1,118		5,261		799		39,163
No Score ⁽³⁾		2,796		6,248		174		151		30		3		37,382		—		46,784		339		103		64		109		10		—		33,854		356		34,835
Other ⁽²⁾		600		9,173		104		2,230		100		6,823		74,680		—		93,710		380		1,890		73		2,214		45		6,768		69,302		—		80,672
Total Consumer Lending		92,841		392,843		315,807		206,199		107,376		55,828		397,179		—		1,568,073		250,019		295,128		226,757		139,788		62,534		25,576		349,158		4,882		1,353,842

Total Loans and Leases	$	520,211	$	2,312,205	$	1,969,068	$	1,533,858	$	1,036,924	$	2,827,658	$	3,116,593	$	63,753	$	13,380,270	$	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 0 loans and leases graded as Loss as of March 31, 2021 and December 31, 2020.

The 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		Three Months Ended
(dollars in thousands)	March 31, 2020		March 31, 2021
Commercial and industrial	$	28,228	$	229
Residential mortgage		296
Home equity line				1,079
Consumer				493
Total Revolving Loans Converted to Term Loans During the Period	$	28,524	$	1,801

1917

Table of Contents

~~The credit risk profiles by internally assigned grade for loans and leases as of December 31, 2019, presented in accordance with Topic 310,~~ ~~Receivables~~~~, were as follows:~~

December 31, 2019

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Total
Grade:

Pass

$
2,585,908

$
3,327,659

$
515,993

$
201,461

$
6,631,021
Special mention

91,365

106,331

127

1,022

198,845
Substandard

65,969

29,963

3,121

—

99,053
Total

$
2,743,242

$
3,463,953

$
519,241

$
202,483

$
6,928,919

~~There were 0 loans and leases graded as Loss as of December 31, 2019.~~

~~The credit risk profiles based on payment activity for loans and leases that were not subject to loan grading as of December 31, 2019, presented in accordance with Topic 310,~~ ~~Receivables~~~~, were as follows:~~


	December 31, 2019												Three Months Ended
(dollars in thousands)	Residential Mortgage		Home Equity Line		Consumer		Consumer - Auto		Credit Cards		Total		March 31, 2020
Performing	$	3,759,799	$	886,879	$	219,046	$	1,016,142	$	347,264	$	6,229,130
Non-performing and delinquent		9,137		6,360		7,258		24,326		6,520		53,601
Total	$	3,768,936	$	893,239	$	226,304	$	1,040,468	$	353,784	$	6,282,731
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 are delinquent for 30 days or more to be past due. As of March 31, 2021 and December 31, 2020, the aging analysis of the amortized cost basis of the Company’s past due loans and leases was as follows:

March 31, 2020

March 31, 2021

Past Due

Loans and

Past Due

Loans and

Greater

Leases Past

Greater

Leases Past

Than or

Due 90 Days

Than or

Due 90 Days

30-59

60-89

Equal to

or More and

30-59

60-89

Equal to

or More and

Days

90 Days

Total

Total Loans

Still Accruing

Days

90 Days

Total

Total Loans

Still Accruing

(dollars in thousands)

Past Due

Current

and Leases

Interest

Past Due

Current

and Leases

Interest

Commercial and industrial

6,634

1,010

4,041

11,685

3,013,660

3,025,345

4,007

4,710

786

1,751

7,247

3,114,189

3,121,436

1,365

Commercial real estate

14,204

2,706

757

17,667

3,395,347

3,413,014

757

1,727

443

1,990

4,160

3,392,073

3,396,233

1,054

Construction

6,003

104

2,570

8,677

563,385

572,062

148

1,383

—

668

2,051

737,220

739,271

Lease financing

—

236,623

—

238,148

—

Residential mortgage

3,556

2,349

2,671

8,576

3,664,879

3,673,455

11,659

904

3,152

15,715

3,699,961

3,715,676

—

Home equity line

6,947

1,462

2,566

10,975

880,723

891,698

2,566

1,744

126

4,975

6,845

798,901

805,746

4,975

Consumer

33,077

6,223

3,353

42,653

1,525,420

1,568,073

3,353

10,611

2,282

2,024

14,917

1,268,862

1,283,779

2,024

Total

70,421

13,854

15,958

100,233

13,280,037

13,380,270

10,913

31,834

4,541

14,560

50,935

13,249,354

13,300,289

9,507

~~Table of Contents~~

~~As of December 31, 2019, the aging analysis of the Company’s past due loans and leases, presented in accordance with Topic 310,~~ ~~Receivables~~~~, was as follows:~~


	December 31, 2019																December 31, 2020
	Accruing Loans and Leases																Past Due												Loans and
					Greater								Total Non								Greater								Leases Past
					Than or						Total		Accruing								Than or								Due 90 Days
	30-59		60-89		Equal to		Total				Accruing		Loans				30-59		60-89		Equal to								or More and
	Days		Days		90 Days		Past				Loans and		and		Total		Days		Days		90 Days		Total				Total Loans		Still Accruing
(dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Leases		Leases		Outstanding		Past Due		Past Due		Past Due		Past Due		Current		and Leases		Interest
Commercial and industrial	$	1,525	$	808	$	1,429	$	3,762	$	2,739,448	$	2,743,210	$	32	$	2,743,242	$	2,585	$	604	$	2,626	$	5,815	$	3,013,692	$	3,019,507	$	2,108
Commercial real estate		1,664		1,125		1,013		3,802		3,460,121		3,463,923		30		3,463,953		75		2,568		963		3,606		3,389,070		3,392,676		882
Construction		—		—		2,367		2,367		516,874		519,241		—		519,241		779		376		2,137		3,292		732,527		735,819		93
Lease financing		—		—		—		—		202,483		202,483		—		202,483		—		—		—		—		245,411		245,411		—
Residential mortgage		3,258		399		74		3,731		3,759,799		3,763,530		5,406		3,768,936		3,382		4,125		3,372		10,879		3,679,339		3,690,218		—
Home equity line		2,971		394		2,995		6,360		886,879		893,239		—		893,239		1,375		743		4,818		6,936		834,688		841,624		4,818
Consumer		26,810		7,022		4,272		38,104		1,582,452		1,620,556		—		1,620,556		18,492		5,205		3,266		26,963		1,326,879		1,353,842		3,266
Total	$	36,228	$	9,748	$	12,150	$	58,126	$	13,148,056	$	13,206,182	$	5,468	$	13,211,650	$	26,688	$	13,621	$	17,182	$	57,491	$	13,221,606	$	13,279,097	$	11,167

Nonaccrual Loans and Leases

The amortized cost basis of loans and leases on nonaccrual status as of March 31, 2020 and January 1, 2020 and the amortized cost basis of loans and leases on nonaccrual status with no allowance for credit losses as of March 31, 2020 were as follows:

March 31, 2020

January 1, 2020

Nonaccrual

Loans

and Leases

With No

Nonaccrual

Nonaccrual

Allowance

Loans

Loans

(dollars in thousands)

for Credit Losses

and Leases

and Leases

Commercial and industrial

$
—

$
32

$
32

Commercial real estate

—

—

30

Construction

—

2,422

—

Residential mortgage

806

4,472

5,406

Total Nonaccrual Loans and Leases

$
806

$
6,926

$
5,468

For the three months ended March 31, 2020, the Company recognized interest income of NaN on nonaccrual loans and leases. Furthermore, for the three months ended March 31, 2020, the amount of accrued interest receivables written off by reversing interest income was not material.

~~Collateral-Dependent Loans and Leases~~

Collateral-dependent loans and leases are those for which repayment (on the basis of the Company’s assessment as of 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, 2020, the amortized cost basis of collateral-dependent loans was $35.1 million. These loans were primarily collateralized by residential real estate property and borrower assets. As of March 31, 2020, the fair value of collateral on substantially all collateral-dependent loans were significantly in excess of their amortized cost basis.

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~~Impaired Loans~~

The ~~total carrying amounts and the total unpaid principal balances~~amortized cost basis of ~~impaired~~ loans and leases on nonaccrual status as of March 31, 2021 and December 31, ~~2019, presented in accordance~~2020 and the amortized cost basis of loans and leases on nonaccrual status with ~~Topic 310,~~ ~~Receivables~~,no ACL as of March 31, 2021 and December 31, 2020 were as follows:


							March 31, 2021
							Nonaccrual
							Loans
	December 31, 2019						and Leases
			Unpaid				With No		Nonaccrual
	Recorded		Principal		Related		Allowance		Loans
(dollars in thousands)	Investment		Balance		Allowance		for Credit Losses		and Leases
Impaired loans with no related allowance recorded:
Commercial and industrial	$	3,825	$	3,841	$	—	$	—	$	593
Commercial real estate		30		30		—		857		937
Construction								—		579
Residential mortgage		10,425		10,718		—		1,311		6,999
Total	$	14,280	$	14,589	$	—
Impaired loans with a related allowance recorded:
Commercial and industrial	$	1,126	$	1,126	$	46
Commercial real estate		693		693		27
Residential mortgage		4,539		4,819		130
Total	$	6,358	$	6,638	$	203
Total impaired loans:
Commercial and industrial	$	4,951	$	4,967	$	46
Commercial real estate		723		723		27
Residential mortgage		14,964		15,537		130
Total	$	20,638	$	21,227	$	203
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

~~The following table provides information with respect to~~For the ~~Company’s average balances,~~three months ended March 31, 2021 and of2020, the Company recognized interest income ~~recognized from, impaired~~of $0.1 million and nil, respectively, on nonaccrual loans and leases. Furthermore, for the three months ended March 31, ~~2019, presented in accordance with Topic 310,~~ ~~Receivables~~:2021 and 2020, the amount of accrued interest receivables written off by reversing interest income was $0.4 million and not material, respectively.

Three Months Ended

March 31, 2019

Average

Interest

Recorded

Income
(dollars in thousands)

Investment

Recognized
Impaired loans with no related allowance recorded:

Commercial and industrial

$
3,418

$
29
Commercial real estate

4,102

171
Residential mortgage

8,666

100
Total

$
16,186

$
300
Impaired loans with a related allowance recorded:

Commercial and industrial

$
5,978

$
108
Commercial real estate

723

10
Residential mortgage

7,156

96
Total

$
13,857

$
214
Total impaired loans:

Commercial and industrial

$
9,396

$
137
Commercial real estate

4,825

181
Residential mortgage

15,822

196
Total

$
30,043

$
514

Collateral-Dependent Loans and Leases

Collateral-dependent loans and leases are those for which repayment (on the basis of the Company’s assessment as of 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, 2020, the amortized cost basis of collateral-dependent loans were $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.

Modifications

Commercial and industrial loans modified in a TDR may involve temporary interest-only payments, term and amortization extensions, and converting revolving credit lines to term loans. 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 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 in a TDR may involve temporary or permanent reduced payments, temporary interest-only payments and below-market interest rates.

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~~consumer loans are not 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 ACL associated with the loan. An 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 is ~~collateral dependent,~~collateral-dependent, the estimated fair value of the collateral, less any selling costs. An 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 months ended March 31, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended					Three Months Ended					Three Months Ended					Three Months Ended
	March 31, 2020					March 31, 2019					March 31, 2021					March 31, 2020
	Number of	Recorded		Related		Number of	Recorded		Related		Number of	Recorded		Related		Number of	Recorded		Related
(dollars in thousands)	Contracts	Investment⁽¹⁾		Allowance		Contracts	Investment⁽¹⁾		Allowance		Contracts	Investment⁽¹⁾		ACL		Contracts⁽¹⁾	Investment⁽²⁾		ACL
Commercial and industrial	1	$	500	$	30	4	$	916	$	24	17	$	2,945	$	1,648	1	$	500	$	30
Construction											2		716		342	—		—		—
Residential mortgage	—		—		—	1		352		14	10		4,916		374	—		—		—
Consumer											1,690		15,763		11,832	—		—		—
Total	1	$	500	$	30	5	$	1,268	$	38	1,719	$	24,340	$	14,196	1	$	500	$	30

(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 commitments to extend credit, standby letters of credit, and commercial letters of credit totaling ~~$5.9~~$6.3 billion and $6.1 billion as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. Of the ~~$5.9~~$6.3 billion at March 31, ~~2020,~~2021, there were commitments of ~~$2.0~~$0.4 million related to borrowers who had loan terms modified in a TDR. Of the $6.1 billion at December 31, ~~2019,~~2020, there were commitments of ~~$4.5~~$0.2 million related to borrowers who had loan terms modified in a TDR.

~~There were 0~~The following table presents, by class, loans modified in TDRs that have defaulted in the current period within 12 months of their permanent modification ~~dates during both~~date for the ~~three months ended March 31, 2020 and 2019.~~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	—	$	—

(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.

(2)	For the three months ended March 31, 2021, the types of modifications for the commercial and industrial loans that subsequently defaulted include temporary deferrals of principal and interest and temporary reduced payments.

(3)	For the three months ended March 31, 2021, the construction loan that subsequently defaulted was modified 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.

Foreclosure Proceedings

As of ~~both~~ March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, there ~~was 1~~were 0 residential mortgage ~~loan~~loans collateralized by real estate property ~~of $0.3 million~~ that was modified in a TDR that was in process of foreclosure.

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Foreclosed Property

As of March 31, 2021 and December 31, 2020, there were 0 residential real estate ~~property~~properties held from 1 foreclosed residential real estate loan was held and included in other real estate owned and repossessed personal property with a carrying value of $0.2 million on the consolidated balance sheet. As of December 31, 2019, residential real estate properties from 2 foreclosed residential real estate loans were held and included in other real estate owned and repossessed personal property with a carrying value of $0.3 million on the consolidated balance sheet.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 ~~$2.4~~$2.0 billion and ~~$2.3~~$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.

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December 31, 2019, respectively. Servicing fees include contractually specified fees, late charges, and ancillary fees, and were $1.5 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively.

Amortization of mortgage servicing rights (“MSRs”) was $2.0 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively. The estimated future amortization expenses for MSRs over the next five years are as follows:

Estimated
(dollars in thousands)

Amortization
Under one year

$
2,535
One to two years

2,047
Two to three years

1,651
Three to four years

1,341
Four to five years

1,101

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

March 31,

December 31,
(dollars in thousands)

2020

2019
Gross carrying amount

$
64,771

$
63,480
Less: accumulated amortization

52,792

50,812
Net carrying value

$
11,979

$
12,668

~~The following table presents changes in amortized MSRs for the three months ended March 31, 2020 and 2019:~~

Three Months Ended March 31,
(dollars in thousands)

2020

2019
Balance at beginning of period

$
12,668

$
16,155
Originations

1,291

8
Amortization

(1,980)

(764)
Balance at end of period

$
11,979

$
15,399
Fair value of amortized MSRs at beginning of period

$
20,329

$
27,662
Fair value of amortized MSRs at end of period

$
17,615

$
26,383

~~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, 2020 and 2019.~~

The quantitative assumptions used in determining the lower of cost or fair value of the Company’s MSRs as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:


	March 31, 2020							December 31, 2019							March 31, 2021							December 31, 2020
						Weighted							Weighted							Weighted							Weighted
	Range					Average		Range					Average		Range					Average		Range					Average
Conditional prepayment rate	14.17	%	-	24.82	%	14.45	%	10.74	%	-	23.39	%	11.10	%	12.79	%	-	27.09	%	14.18	%	11.86	%	-	26.52	%	16.90	%
Life in years (of the MSR)	1.93		-	5.26		5.00		2.04		-	6.33		5.99		1.86		-	6.31		5.17		1.83		-	6.68		4.45
Weighted-average coupon rate	3.93	%	-	7.22	%	3.99	%	3.96	%	-	7.26	%	4.01	%	3.41	%	-	6.91	%	3.79	%	3.24	%	-	6.98	%	3.84	%
Discount rate	10.00	%	-	10.00	%	10.00	%	10.00	%	-	10.01	%	10.00	%	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

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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 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 March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:


(dollars in thousands)	March 31, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Public deposits	$	1,997,472	$	1,543,492	$	2,418,838	$	2,251,508
Federal Home Loan Bank		3,008,321		2,928,581		2,887,878		2,917,317
Federal Reserve Bank		1,250,553		953,169		1,929,876		1,919,744
ACH transactions		152,967		155,360		111,454		111,347
Interest rate swaps		55,831		43,296		42,373		56,004
Total	$	6,465,144	$	5,623,898	$	7,390,419	$	7,255,920

As the Company did not enter into reverse repurchase agreements or repurchase agreements, 0 collateral was accepted or pledged as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. In addition, 0 debt was extinguished by in-substance defeasance.

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7. Deposits

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, deposits were categorized as interest-bearing or noninterest-bearing as follows:


(dollars in thousands)	March 31, 2020		December 31, 2019		March 31, 2021		December 31, 2020
U.S.:
Interest-bearing	$	10,539,824	$	9,782,957	$	11,159,564	$	10,928,712
Noninterest-bearing		5,073,463		5,188,696		7,329,662		6,674,352
Foreign:
Interest-bearing		734,639		781,965		799,042		776,897
Noninterest-bearing		672,076		691,376		845,413		847,762
Total deposits	$	17,020,002	$	16,444,994	$	20,133,681	$	19,227,723

The following table presents the maturity distribution of time certificates of deposit as of March 31, ~~2020:~~2021:

Under

$250,000

Under

$250,000

(dollars in thousands)

$250,000

or More

Total

$250,000

or More

Total

Three months or less

248,179

490,557

738,736

232,935

414,462

647,397

Over three through six months

151,083

570,240

721,323

146,206

210,672

356,878

Over six through twelve months

385,105

551,485

936,590

372,636

379,245

751,881

One to two years

112,964

83,388

196,352

128,248

82,989

211,237

Two to three years

121,995

59,604

181,599

80,286

16,964

97,250

Three to four years

77,139

12,754

89,893

40,578

4,881

45,459

Four to five years

41,639

6,053

47,692

42,510

21,469

63,979

Thereafter

113

—

113

510

250

760

Total

1,138,217

1,774,081

2,912,298

1,043,909

1,130,932

2,174,841

Time certificates of deposit in denominations of $250,000 or more, in the aggregate, were ~~$1.8~~$1.1 billion and ~~$1.4~~$1.3 billion as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Overdrawn deposit accounts are classified as loans and totaled ~~$2.3~~$1.0 million and ~~$3.6~~$2.6 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

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8.~~Short-Term Borrowings~~

~~At March 31, 2020 and December 31, 2019, short-term borrowings were comprised of the following:~~

(dollars in thousands)

March 31, 2020

December 31, 2019
Short-term FHLB fixed-rate advances⁽¹⁾

$
400,000

$
400,000
Total short-term borrowings

$
400,000

$
400,000

~~(1)~~

~~Interest is payable monthly.~~

As of both March 31, 2020 and December 31, 2019, the Company’s short-term borrowings included $400.0 million in short-term FHLB fixed-rate advances with a weighted average interest rate of 2.84% and maturity dates in 2020. As of March 31, 2020 and December 31, 2019, the available remaining borrowing capacity with the FHLB was $1.8 billion and $1.7 billion, respectively. The short-term FHLB fixed-rate advances require monthly interest-only payments with the principal amount due on the maturity date. See “Note 6. Transfers of Financial Assets” for more information.

9.8. Long-Term Borrowings

Long-term borrowings consisted of the following as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:



(dollars in thousands)	March 31, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Finance lease	$	19	$	19	$	10	$	10
FHLB fixed-rate advances⁽¹⁾		200,000		200,000		200,000		200,000
Total long-term borrowings	$	200,019	$	200,019	$	200,010	$	200,010

(1)	Interest is payable monthly.

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~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, ~~2020~~2021 and December 31, ~~2019.~~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, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s long-term borrowings included a finance lease obligation with a 6.78% annual interest rate that matures in 2022.

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As of March 31, ~~2020,~~2021, future contractual principal payments and maturities of long-term borrowings were as follows:


	Principal		Principal
(dollars in thousands)	Payments		Payments
2020	$	9
2021		10	$	10
2022		—		—
2023⁽¹⁾		100,000		100,000
2024⁽²⁾		100,000		100,000
2025				—
Total	$	200,019	$	200,010

(1)	FHLB fixed-rate advance callable on ~~December 4, 2020~~June 3, 2021 with an interest rate of 2.80%.

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

~~10.~~9. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive 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.

Changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2021 and 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 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

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



	Pensions				Accumulated
	and				Other
	Other		Investment		Comprehensive
(dollars in thousands)	Benefits		Securities		Income (Loss)
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	$	(28,082)	$	(3,667)	$	(31,749)
Other comprehensive income		(96)		35,974		35,878
Balance at end of period	$	(28,178)	$	32,307	$	4,129

~~Changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2020 and 2019 are presented below:~~

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

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

Income

Tax

Pre-tax

Benefit

Net of
(dollars in thousands)

Amount

(Expense)

Tax
Accumulated other comprehensive loss at December 31, 2018

$
(180,915)

$
48,720

$
(132,195)
Three months ended March 31, 2019

Investment securities:

Unrealized net gains arising during the period

70,523

(18,991)

51,532
Reclassification of net losses to net income:

Investment securities losses, net

2,613

(704)

1,909
Net change in investment securities

73,136

(19,695)

53,441
Other comprehensive income

73,136

(19,695)

53,441
Accumulated other comprehensive loss at March 31, 2019

$
(107,779)

$
29,025

$
(78,754)

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

Pensions

Accumulated

and

Other

Other

Investment

Comprehensive
(dollars in thousands)

Benefits

Securities

Income (Loss)
Three Months Ended March 31, 2020

Balance at beginning of period

$
(28,082)

$
(3,667)

$
(31,749)
Other comprehensive income

(96)

35,974

35,878
Balance at end of period

$
(28,178)

$
32,307

$
4,129

Three Months Ended March 31, 2019

Balance at beginning of period

$
(28,379)

$
(103,816)

$
(132,195)
Other comprehensive income

—

53,441

53,441
Balance at end of period

$
(28,379)

$
(50,375)

$
(78,754)

~~11.~~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.

~~Table of Contents~~

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 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.

The table below sets forth those ratios at March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:


					First Hawaiian				Minimum		Well-						First Hawaiian				Minimum		Well-
	First Hawaiian, Inc.				Bank				Capital		Capitalized		First Hawaiian, Inc.				Bank				Capital		Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Ratio⁽¹⁾		Ratio⁽¹⁾		Amount		Ratio		Amount		Ratio		Ratio⁽¹⁾		Ratio⁽¹⁾
March 31, 2020:
March 31, 2021:
Common equity tier 1 capital to risk-weighted assets	$	1,665,064	11.65	%	$	1,645,403	11.51	%	4.50	%	6.50	%	$	1,731,573	12.82	%	$	1,717,126	12.71	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,665,064	11.65	%		1,645,403	11.51	%	6.00	%	8.00	%		1,731,573	12.82	%		1,717,126	12.71	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,843,775	12.90	%		1,824,118	12.76	%	8.00	%	10.00	%		1,901,254	14.07	%		1,886,793	13.97	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,665,064	8.63	%		1,645,403	8.52	%	4.00	%	5.00	%		1,731,573	7.90	%		1,717,126	7.83	%	4.00	%	5.00	%

December 31, 2019:
December 31, 2020:
Common equity tier 1 capital to risk-weighted assets	$	1,676,515	11.88	%	$	1,654,304	11.72	%	4.50	%	6.50	%	$	1,717,008	12.47	%	$	1,699,485	12.34	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,676,515	11.88	%		1,654,304	11.72	%	6.00	%	8.00	%		1,717,008	12.47	%		1,699,485	12.34	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,807,645	12.81	%		1,785,434	12.65	%	8.00	%	10.00	%		1,889,958	13.73	%		1,872,427	13.60	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,676,515	8.79	%		1,654,304	8.67	%	4.00	%	5.00	%		1,717,008	8.00	%		1,699,485	7.92	%	4.00	%	5.00	%

(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 capital conservation buffer requires~~25

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Federal regulations 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% ~~CET1to~~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, ~~2020,~~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 March 31, ~~2020,~~2021, to change the capital adequacy category of the Company or the Bank.

~~12.~~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.

~~Table of Contents~~

The following table summarizes notional amounts and fair values of derivatives held by the Company as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:


	March 31, 2020						December 31, 2019						March 31, 2021						December 31, 2020
			Fair Value						Fair Value						Fair Value						Fair Value
	Notional		Asset		Liability		Notional		Asset		Liability		Notional		Asset		Liability		Notional		Asset		Liability
(dollars in thousands)	Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾		Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾		Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾		Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾
Derivatives designated as hedging instruments:
Interest rate swaps	$	23,190	$	—	$	(1,635)	$	23,190	$	—	$	(682)	$	22,451	$	—	$	(1,084)	$	22,451	$	—	$	(1,276)
Derivatives not designated as hedging instruments:
Interest rate swaps		2,901,085		158,711		—		2,818,803		63,527		—		3,000,461		80,126		—		3,002,333		129,888		—
Funding swap		85,645		—		(3,199)		82,900		—		(4,233)		95,799		—		(3,382)		92,647		—		(4,554)
Interest rate caps and floors														148,800		56		(56)		148,800		7		(7)
Foreign exchange contracts		1,834		—		(52)		1,428		12		—		—		—		—		326		—		—

(1)	The positive fair values of derivative assets are included in other assets.

(2)	The negative fair values of derivative liabilities are 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. ~~The~~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 ~~$12.7 million and $8.7 million as of March 31, 2020 and December 31, 2019, respectively.~~$4.8 million. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the variation margin was ~~$158.7~~$80.1 million and ~~$63.5~~$129.9 million, respectively.

As of March 31, ~~2020,~~2021, the Company pledged ~~$30.9~~$30.7 million in financial instruments and ~~$24.9~~$11.7 million in cash as collateral for interest rate swaps. As of December 31, ~~2019,~~2020, the Company pledged ~~$29.9~~$30.8 million in financial instruments and ~~$13.4~~$25.2 million in cash as collateral for interest rate swaps. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~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 March 31, 2020, the Company carried 1 interest rate swap with a notional amount of $23.2 million with a negative fair value of $1.6 million that was categorized as a fair value hedge for a commercial and industrial loan. The Company received a USD Prime floating rate and paid a fixed rate of 2.90%. The swap matures in 2023. At December 31, 2019, the Company carried 1 interest rate swap with a notional amount of $23.2 million with a negative fair value of $0.7 million that was categorized as a fair value hedge for a commercial and industrial loan.

~~The following table shows the gains and losses recognized in income related to derivatives in fair value hedging relationships for the three months ended March 31, 2020 and 2019:~~

Gains (losses) recognized in

the consolidated statements

March 31,
(dollars in thousands)

of income line item

2020

2019
Gains (losses) on fair value hedging relationships recognized in interest income:

Recognized on interest rate swap

Loans and lease financing

$
(955)

$
(342)
Recognized on hedged item

Loans and lease financing

906

262

As of March 31, 2020 and December 31, 2019, the following amounts were recorded in the unaudited interim consolidated balance sheets related to the cumulative basis adjustments for fair value hedges:

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Cumulative Amount of Fair Value

Hedging Adjustment Included in the

Carrying Amount of the Hedged Asset

Carrying Amount of the Hedged Asset
(dollars in thousands)

March 31, 2020

December 31, 2019

March 31, 2020

December 31, 2019
Line item in the consolidated balance sheets in which the hedged item is included

Loans and leases

$
25,146

$
24,415

$
1,923

$
1,017

As of both March 31, 2021 and December 31, 2020, the Company carried 1 interest rate swap with a 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 hedge for a commercial and industrial loan with a negative fair value of $1.1 million and $1.3 million, respectively. The Company received a USD Prime floating rate and paid a fixed rate of 2.90%. The swap matures in 2023.

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


	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

As of March 31, 2021 and December 31, 2020, the following amounts were recorded in the unaudited interim consolidated balance sheets related to the cumulative basis adjustments for fair value 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

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 months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

Net gains (losses) recognized

Three Months Ended

in the consolidated statements

March 31,

in the consolidated statements

March 31,

(dollars in thousands)

of income line item

2020

2019

of income line item

2021

2020

Derivatives Not Designated As Hedging Instruments:

Interest rate swaps

Other noninterest income

—

Other noninterest income

—

Funding swap

Other noninterest income

Foreign exchange contracts

Other noninterest income

(52)

—

Other noninterest income

—

(52)

As of March 31, ~~2020,~~2021, the Company carried multiple interest rate swaps with notional amounts totaling ~~$2.9~~$3.0 billion, all of which were related to the Company’s customer swap program, with a positive fair value of ~~$158.7~~$80.1 million and a negative fair value of NaN. The Company received floating rates ranging from ~~0.99%~~0.11% to ~~7.83%~~3.82% and paid fixed rates ranging from 2.02% to ~~8.73%~~5.78%. The swaps mature between June 2021 and ~~March~~June 2040. As of December 31, ~~2019,~~2020, the Company carried multiple interest rate swaps with notional amounts totaling ~~$2.8~~$3.0 billion, all of which were related to the Company’s customer swap program, with a positive fair value of ~~$63.5~~$129.9 million and a negative fair value of NaN. The Company received ~~1-month LIBOR~~floating rates ranging from 0.15% to 3.16% and paid fixed rates ranging from ~~1.71%~~2.02% to ~~8.73%~~5.78%. These swaps resulted in net interest expense of NaN ~~for~~during both the three months ended March 31, ~~2020~~2021 and ~~2019.~~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 swap. The Company simultaneously executes an offsetting interest rate swap with a swap dealer. Upfront fees on the dealer swap are recorded in other noninterest income and totaled ~~$1.9~~$0.5 million and ~~$0.8~~$1.9 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~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 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 ~~liability~~ 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 ~~$3.2~~$3.4 million and ~~$4.2~~$4.6 million was included in the unaudited interim consolidated balance sheets at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, to provide for the fair value of this liability. There were no sales of these shares prior to 2016. See “Note ~~17.~~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

~~Table of Contents~~

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 asset less loan balance, requires valuation of the pledged asset. Counterparty credit risk adjustments of $0.1 million were recognized during both the three months ended March 31, ~~2020~~2021 and ~~2019.~~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 ~~$12.3~~$14.1 million and ~~$4.0~~$19.8 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, for which we posted ~~$12.2~~$14.1 million and ~~$4.7~~$20.4 million, respectively, in collateral in the normal course of business. If the Company’s credit rating had been downgraded as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, we may have been required to settle the contracts in an amount equal to their fair value.

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~~13.~~12. Commitments and Contingent Liabilities

Contingencies

~~Various~~

On November 2, 2020, a lawsuit was filed in Hawaii Circuit Court by a Bank customer related to the sale of credit facilities that the Bank had previously extended to the customer. The customer asserts claims against the Bank for interference with the customer’s contract and business opportunity, unfair methods of competition and declaratory and injunctive relief. 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. 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 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 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 ~~$96.8~~$81.2 million and ~~$94.1~~$93.1 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~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 will receive 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 ~~$11.5~~$10.8 million and ~~$9.0~~$11.0 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~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 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

~~Table of Contents~~

for which collateral is deemed necessary. The commitments outstanding as of March 31, ~~2020~~2021 have maturities ranging from April ~~2020~~2021 to ~~May~~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 March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:

March 31,

December 31,

March 31,

December 31,

(dollars in thousands)

2020

2019

2021

2020

Financial instruments whose contract amounts represent credit risk:

Commitments to extend credit

5,727,850

5,907,690

6,067,465

5,934,535

Standby letters of credit

185,315

181,412

180,909

185,108

Commercial letters of credit

8,850

7,334

5,014

3,834

Guarantees

The Company sells residential mortgage loans in the secondary market primarily to ~~The~~the Federal National Mortgage Association ~~(“Fannie Mae”)~~ and ~~The~~the Federal Home Loan Mortgage Corporation ~~(“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 ~~12.~~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, FHI distributed its interest in BancWest Holding Inc. (“BWHI”), including Bank of the West (“BOW”) to BNP Paribas (“BNPP”) so that BWHI was held directly by BNPP. As a result of the 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 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.

~~14.~~13. Revenue from Contracts with Customers

Revenue 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

In 2019, the Company made changes to the internal measurement of segment operating profits for the purpose of evaluating segment performance and resource allocation. The Company has restated the selected financial information for the three months ended March 31, 2019 in order to conform with the current presentation. See “Note 18. Reportable Operating Segments” in the notes to the unaudited interim consolidated financial statements.

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, 2020

Three Months Ended March 31, 2021

Treasury

Retail

Commercial

and

Retail

Commercial

and

(dollars in thousands)

Banking

Other

Total

Banking

Other

Total

Net interest income⁽¹⁾

89,883

34,414

14,386

138,683

100,888

31,832

(3,562)

129,158

Service charges on deposit accounts

8,088

351

511

8,950

6,086

223

409

6,718

Credit and debit card fees

—

12,887

1,599

14,486

—

12,525

1,428

13,953

Other service charges and fees

4,875

424

516

5,815

5,564

475

352

6,391

Trust and investment services income

9,591

—

9,591

8,492

—

8,492

Other

185

1,106

188

1,479

1,496

336

1,911

Not in scope of Topic 606⁽¹⁾

3,637

3,028

2,242

8,907

3,354

1,322

1,727

6,403

Total noninterest income

26,376

17,796

5,056

49,228

23,575

16,041

4,252

43,868

Total revenue

116,259

52,210

19,442

187,911

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.~~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, 2019								Three Months Ended March 31, 2020
					Treasury								Treasury
	Retail		Commercial		and				Retail		Commercial		and
(dollars in thousands)	Banking		Banking		Other		Total		Banking		Banking		Other		Total
Net interest income⁽¹⁾	$	107,227	$	34,656	$	3,206	$	145,089	$	89,883	$	34,414	$	14,386	$	138,683

Service charges on deposit accounts		7,234		310		516		8,060		8,088		351		511		8,950
Credit and debit card fees		—		19,707		1,727		21,434		—		12,887		1,599		14,486
Other service charges and fees		5,333		369		542		6,244		4,875		424		516		5,815
Trust and investment services income		8,618		—		—		8,618		9,591		—		—		9,591
Other		215		1,509		208		1,932		185		1,106		188		1,479
Not in scope of Topic 606⁽¹⁾		2,469		(3,507)		1,822		784		3,637		3,028		2,242		8,907
Total noninterest income		23,869		18,388		4,815		47,072		26,376		17,796		5,056		49,228
Total revenue	$	131,096	$	53,044	$	8,021	$	192,161	$	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 months ended March 31, ~~2020~~2021 and ~~2019,~~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.

~~Table of Contents~~

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, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had contract liabilities of ~~$1.6~~$0.8 million and ~~$1.8~~$1.0 million, respectively, which ~~will be recognized~~it expects to recognize over the remaining term of the respective contracts with the vendors. For both the three months ended March 31, ~~2020~~2021 and ~~2019,~~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, ~~2020~~2021 and December 31, ~~2019,~~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, ~~2020~~2021 and December 31, ~~2019.~~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.

~~15.~~14. Earnings per Share

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company made 0 adjustments to net income for the purpose of computing earnings per share and there were 027,000 and NaN antidilutive ~~securities.~~securities, respectively. For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the computations of basic and diluted earnings per share were as follows:


	Three Months Ended March 31,				Three Months Ended March 31,
(dollars in thousands, except shares and per share amounts)	2020		2019		2021		2020
Numerator:
Net income	$	38,865	$	69,924	$	57,693	$	38,865

Denominator:
Basic: weighted-average shares outstanding		129,895,706		134,879,336		129,933,104		129,895,706
Add: weighted-average equity-based awards		455,879		319,009		656,774		455,879
Diluted: weighted-average shares outstanding		130,351,585		135,198,345		130,589,878		130,351,585

Basic earnings per share	$	0.30	$	0.52	$	0.44	$	0.30
Diluted earnings per share	$	0.30	$	0.52	$	0.44	$	0.30

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~~16.~~15. Noninterest Income and Noninterest Expense

Benefit Plans

The Company sponsors an unfunded supplemental executive retirement plan (“SERP”) for certain key executives. In March 2019, the Company’s board of directors approved an amendment to the SERP to freeze the SERP, which became effective on July 1, 2019. As a result of the amendment, since the effective date, there have not been any, and there will be no, new accruals of benefits, including service accruals. Existing benefits under the SERP, as of the effective date of the amendment described above, will otherwise continue in accordance with the terms of the SERP.

The following table sets forth the components of net periodic benefit cost for the Company’s pension and postretirement benefit plans for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

Income line item where recognized in

Pension Benefits

Other Benefits
(dollars in thousands)

the consolidated statements of income

2020

2019

2020

2019
Three Months Ended March 31,

Service cost

Salaries and employee benefits

$
—

$
17

$
189

$
159
Interest cost

Other noninterest expense

1,621

2,044

164

206
Expected return on plan assets

Other noninterest expense

(1,194)

(1,195)

—

—
Prior service credit

Other noninterest expense

—

—

(13)

(107)
Recognized net actuarial loss (gain)

Other noninterest expense

1,429

1,564

(26)

(76)
Total net periodic benefit cost

$
1,856

$
2,430

$
314

$
182


	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 $1.7 million and $1.5 million for ~~both~~ the three months ended March 31, 2021 and 2020, ~~and 2019.~~respectively. In addition, the Company recognized $1.5 ~~million and $1.1~~ million of lease income related to variable lease payments for both the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~2020.

~~17.~~16. Fair Value

The Company determines the fair values of its financial instruments based on the requirements established in Accounting Standards Codification 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. 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.

Fair Value Hierarchy

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.

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, swaps and other instruments as defined by the standard. The Company has an organized and established process for determining

~~Table of Contents~~

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 March 31, ~~2020~~2021 and December 31, ~~2019,~~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 original quoted price or may update the evaluation on a going forward basis. The Company classifies all available-for-sale securities as Level 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.

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 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 ~~$3.2~~$3.4 million and ~~$4.2~~$4.6 million was included in the unaudited interim consolidated balance sheets at March 31, ~~2020~~2021 and December 31, ~~2019,~~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 rate, expected term and growth

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rate of the market price of Visa Class A common shares. Material increases (or decreases) in any of those inputs may result in a significantly higher (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 March 31, 2021 and December 31, 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

(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.

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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 rate, expected term and growth rate of the market price of Visa Class A common shares. Material increases (or decreases) in any of those inputs may result in a significantly higher (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 March 31, 2020 and December 31, 2019 are summarized below:~~


	Fair Value Measurements as of March 31, 2020								Fair Value Measurements as of December 31, 2020
	Quoted Prices in		Significant						Quoted Prices in		Significant
	Active Markets for		Other		Significant				Active Markets for		Other		Significant
	Identical Assets		Observable		Unobservable				Identical Assets		Observable		Unobservable
(dollars in thousands)	(Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total		(Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Assets
U.S. Treasury securities	$	—	$	30,927	$	—	$	30,927
Government-sponsored enterprises debt securities		—		26,721		—		26,721
U.S. Treasury and government agency debt securities									$	—	$	171,421	$	—	$	171,421
Mortgage-backed securities:
Residential - Government agency⁽¹⁾		—		278,963		—		278,963		—		160,462		—		160,462
Residential - Government-sponsored enterprises⁽¹⁾		—		417,667		—		417,667		—		447,200		—		447,200
Commercial - Government agency										—		599,650		—		599,650
Commercial - Government-sponsored enterprises		—		186,784		—		186,784		—		932,157		—		932,157
Collateralized mortgage obligations:
Government agency		—		2,320,878		—		2,320,878		—		1,933,553		—		1,933,553
Government-sponsored enterprises		—		796,517		—		796,517		—		1,826,972		—		1,826,972
Total available-for-sale securities		—		4,058,457		—		4,058,457		—		6,071,415		—		6,071,415
Other assets⁽²⁾		—		158,711		—		158,711		11,691		129,895		—		141,586
Liabilities
Other liabilities⁽³⁾		—		(1,687)		(3,199)		(4,886)		—		(1,283)		(4,554)		(5,837)
Total	$	—	$	4,215,481	$	(3,199)	$	4,212,282	$	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.

Fair Value Measurements as of December 31, 2019

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

$
—

$
29,888

$
—

$
29,888
Government-sponsored enterprises debt securities

—

101,439

—

101,439
Mortgage-backed securities:

Residential - Government agency⁽¹⁾

—

291,209

—

291,209
Residential - Government-sponsored enterprises⁽¹⁾

—

399,492

—

399,492
Commercial - Government-sponsored enterprises

—

101,719

—

101,719
Collateralized mortgage obligations:

Government agency

—

2,381,278

—

2,381,278
Government-sponsored enterprises

—

770,619

—

770,619
Total available-for-sale securities

—

4,075,644

—

4,075,644
Other assets⁽²⁾

—

63,539

—

63,539
Liabilities

Other liabilities⁽³⁾

—

(682)

(4,233)

(4,915)
Total

$
—

$
4,138,501

$
(4,233)

$
4,134,268

~~(1)~~

~~Backed by residential real estate.~~

~~(2)~~

~~Other assets include derivative assets.~~

~~(3)~~

~~Other liabilities include derivative liabilities.~~

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Changes in Fair Value Levels

For the three months ended March 31, 2021 and 2020, there were 0 transfers between fair value hierarchy levels.

The changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 are summarized ~~below.~~below:


	Visa Derivative				Visa Derivative
(dollars in thousands)	2020		2019		2021		2020
Three Months Ended March 31,
Balance as of January 1,	$	(4,233)	$	(2,607)	$	(4,554)	$	(4,233)
Total net gains included in other noninterest income		6		5		26		6
Settlements		1,028		763		1,146		1,028
Balance as of March 31,	$	(3,199)	$	(1,839)	$	(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,	$	6	$	5	$	26	$	6

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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 deposit liabilities with no defined or contractual maturity.

March 31, 2020

March 31, 2021

Fair Value Measurements

Quoted Prices in

Significant

Quoted Prices in

Significant

Active Markets

Other

Unobservable

Active Markets

Other

Unobservable

for Identical

Observable

Inputs

for Identical

Observable

Inputs

(dollars in thousands)

Book Value

Assets (Level 1)

Inputs (Level 2)

(Level 3)

Total

Book Value

Assets (Level 1)

Inputs (Level 2)

(Level 3)

Total

Financial assets:

Cash and cash equivalents

1,052,832

353,908

698,924

—

1,052,832

1,262,810

278,994

983,816

—

1,262,810

Loans held for sale

8,180

—

8,180

—

8,180

9,390

—

9,893

—

9,893

Loans⁽¹⁾

13,143,647

—

13,452,051

13,062,141

—

13,186,769

Financial liabilities:

��

Time deposits⁽²⁾

2,912,298

—

2,922,389

—

2,922,389

2,174,841

—

2,179,865

—

2,179,865

Short-term borrowings

400,000

—

401,418

—

401,418

Long-term borrowings⁽³⁾

200,000

—

215,788

—

215,788

200,000

—

211,903

—

211,903


	December 31, 2019										December 31, 2020
			Fair Value Measurements										Fair Value Measurements
			Quoted Prices in		Significant		Significant						Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable						Active Markets		Other		Unobservable
			for Identical		Observable		Inputs						for Identical		Observable		Inputs
(dollars in thousands)	Book Value		Assets (Level 1)		Inputs (Level 2)		(Level 3)		Total		Book Value		Assets (Level 1)		Inputs (Level 2)		(Level 3)		Total
Financial assets:
Cash and cash equivalents	$	694,017	$	360,375	$	333,642	$	—	$	694,017	$	1,040,944	$	303,373	$	737,571	$	—	$	1,040,944
Loans held for sale		904		—		904		—		904		11,579		—		12,018		—		12,018
Loans⁽¹⁾		13,009,167		—		—		13,140,898		13,140,898		13,033,686		—		—		13,255,636		13,255,636

Financial liabilities:
Time deposits⁽²⁾	$	2,510,157	$	—	$	2,501,478	$	—	$	2,501,478	$	2,348,298	$	—	$	2,357,137	$	—	$	2,357,137
Short-term borrowings		400,000		—		401,709		—		401,709
Long-term borrowings⁽³⁾		200,000		—		207,104		—		207,104		200,000		—		214,167		—		214,167

(1)	Excludes financing leases of ~~$236.6~~$238.1 million at March 31, ~~2020~~2021 and ~~$202.5~~$245.4 million at December 31, ~~2019.~~2020.

(2)	Excludes deposit liabilities with no defined or contractual maturity of ~~$14.1~~$18.0 billion as of March 31, ~~2020~~2021 and ~~$13.9~~$16.9 billion as of December 31, ~~2019.~~2020.

(3)	Excludes capital lease obligations of ~~$19~~$10 thousand as of both March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

~~Table of Contents~~

Unfunded loan and lease commitments and letters of credit are not included in the tables above. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had ~~$5.9~~$6.3 billion and $6.1 billion, respectively, of unfunded loan and lease commitments and letters of credit. AThe 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 totaled ~~$30.8~~$45.5 million and ~~$14.4~~$42.3 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. No active trading market exists for these instruments, and the estimated fair value does not include value associated with the borrower relationship. The Company does not estimate the fair values of certain unfunded loan and lease commitments that can be canceled by providing notice to the borrower. As Company-level data is incorporated into the fair value measurement, unfunded loan and lease commitments and letters of credit are classified as Level 3.

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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 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.

Collateral-dependent loans

Collateral-dependent loans are those for which repayment is expected to be provided substantially through the operation or sale of the collateral. These loans are measured at fair value on a nonrecurring basis using collateral values as a practical expedient. The fair values of collateral are primarily based on real estate appraisal reports prepared by third-party appraisers less estimated selling costs. The Company measures the estimated credit losses on collateral-dependent loans by performing a lower-of-cost-or-fair-value analysis. If the estimated credit losses are determined by the value of the collateral, the net carrying amount is adjusted to fair value on a nonrecurring basis as Level 3 by recognizing an ~~allowance for credit losses.~~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 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 March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:


(dollars in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
March 31, 2020
March 31, 2021
Collateral-dependent loans	$	—	$	—	$	1,840	$	—	$	—	$	—
December 31, 2019
December 31, 2020
Collateral-dependent loans	$	—	$	—	$	1,502	$	—	$	—	$	1,840

Total expected credit losses recognized on collateral-dependent loans were NaN and $0.4 million for the three months ended March 31, ~~2020. NaN losses were recognized~~2021 and 2020, respectively.

For Level 3 assets and liabilities measured at fair value on ~~collateral-dependent loans for the three months ended~~a recurring or nonrecurring basis as of March 31, ~~2019.~~2021 and December 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:



	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⁽²⁾	1.5977-1.6228
				Expected Term - 1 year⁽³⁾	0.5 to 1.5 years
				Growth Rate - 13%⁽⁴⁾	4% - 17%

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For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of March 31, 2020 and December 31, 2019, the significant unobservable inputs used in the fair value measurements were as follows:

Quantitative Information about Level 3 Fair Value Measurements at March 31, 2020

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2020

Significant

(dollars in thousands)

Fair value

Valuation Technique

Unobservable Input

Range

Fair value

Valuation Technique

Unobservable Input

Range

Collateral-dependent loans

1,840

Appraisal Value

n/m⁽¹⁾

1,840

Appraisal Value

n/m⁽¹⁾

Visa derivative

(3,199)

Discounted Cash Flow

Expected Conversation Rate - 1.6228⁽²⁾

1.5977-1.6228

(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

Expected Term - 1 year⁽³⁾

0.5 to 1.5 years

Growth Rate - 13%⁽⁴⁾

4% - 17%

Growth Rate - 13%⁽⁴⁾

4% - 17%

(1)	The fair value of these assets is determined based on appraised values of the collateral or broker 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.

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2019

Significant
(dollars in thousands)

Fair value

Valuation Technique

Unobservable Input
Collateral-dependent loans

$
1,502

Appraisal Value

Appraisal Value
Visa derivative

$
(4,233)

Discounted Cash Flow

Expected Conversion Rate - 1.6228

Expected Term - 1 year

Growth Rate - 13%

~~18.~~17. Reportable Operating Segments

The Company’s operations are organized into 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 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 credit losses from the Treasury and Other business segment (which is comprised of many of the Company’s support units) to the Retail and Commercial business segments. These allocations are based on direct costs incurred by the Retail and 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.

In 2019, the Company made changes to the internal measurement of segment operating profits for the purpose of evaluating segment performance and resource allocation. The primary reason for the change was to align deposit balances within the business segment that directly manages them. Specifically, certain deposit balances previously included as part of the Retail Banking segment have been reclassified to the Commercial Banking segment. The reallocation of select deposit balances affected net interest income, net interest income after provision for credit losses, noninterest income, provision for income taxes and net income. The Company has reported its selected financial information using the new deposit balance alignments for the three months ended March 31, 2020. The Company has restated the selected financial information for the three months ended March 31, 2019 in order to conform with the current presentation.

~~Table of Contents~~

Additionally, during the fourth quarter of 2019, the Company changed its assumptions embedded in allocating deposit costs to business segments. The Company has reported its selected financial information using the new deposit cost assumptions starting with the fourth quarter of 2019.

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 5854 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- 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.

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

Treasury

Retail

Commercial

and

Retail

Commercial

and

(dollars in thousands)

Banking

Other

Total

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

Three Months Ended March 31, 2021

Net interest income (expense)

100,888

31,832

(3,562)

129,158

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

26,376

17,796

5,056

49,228

23,575

16,041

4,252

43,868

Noninterest expense

(61,644)

(21,505)

(13,317)

(96,466)

(63,794)

(21,573)

(10,939)

(96,306)

Income before provision for income taxes

34,550

9,921

5,774

50,245

Income (loss) before (provision) benefit for income taxes

62,139

28,330

(13,749)

��

76,720

Provision for income taxes

(7,523)

(2,645)

(1,212)

(11,380)

Net income

27,027

7,276

4,562

38,865

(Provision) benefit for income taxes

(15,502)

(6,968)

3,443

(19,027)

Net income (loss)

46,637

21,362

(10,306)

57,693

~~Table of Contents~~


					Treasury								Treasury
	Retail		Commercial		and				Retail		Commercial		and
(dollars in thousands)	Banking		Banking		Other		Total		Banking		Banking		Other		Total
Three Months Ended March 31, 2019
Three Months Ended March 31, 2020
Net interest income	$	107,227	$	34,656	$	3,206	$	145,089	$	89,883	$	34,414	$	14,386	$	138,683
Provision for credit losses		(2,572)		(3,108)		—		(5,680)		(20,065)		(20,784)		(351)		(41,200)
Net interest income after provision for credit losses		104,655		31,548		3,206		139,409		69,818		13,630		14,035		97,483

Noninterest income		23,869		18,388		4,815		47,072		26,376		17,796		5,056		49,228
Noninterest expense		(57,167)		(19,485)		(15,971)		(92,623)		(61,644)		(21,505)		(13,317)		(96,466)
Income (loss) before (provision) benefit for income taxes		71,357		30,451		(7,950)		93,858
Income before provision for income taxes										34,550		9,921		5,774		50,245

(Provision) benefit for income taxes		(18,047)		(7,921)		2,034		(23,934)
Net income (loss)	$	53,310	$	22,530	$	(5,916)	$	69,924
Provision for income taxes										(7,523)		(2,645)		(1,212)		(11,380)
Net income									$	27,027	$	7,276	$	4,562	$	38,865

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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 United States generally or in Hawaii, Guam and Saipan in particular, including, among other things, the rate of growth and the unemployment rate; the impact on our business, operations, financial condition, liquidity, results of operations, prospects and the trading price of our shares as a result of the COVID-19 pandemic;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, 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, especially in light of the market volatility caused by the spread of COVID-19 and governmental and regulatory responses thereto;~~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 ~~(including the ongoing COVID-19 pandemic)~~ or other severe health emergencies and man-made and natural disasters; our ability to maintain consistent growth, earnings and profitability; our ability to attract and retain skilled employees or changes in our management personnel; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, including quantitative easing, the lowering of interest rates and the imposition of tariffs that may harm sectors to which we are particularly exposed; 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 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, 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; our ability to continue to pay dividends on our common stock; contingent liabilities and

~~Table of Contents~~

unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; and damage to our reputation from any of the factors described above.

Table of Contents

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, ~~2019.~~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.

Company Overview

FHI is a bank holding company, which owns 100% of the outstanding common stock of 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. 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.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company reflect the results of operations, financial position and cash flows of FHI and its wholly owned subsidiary, FHB. 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 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, ~~2019~~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 ~~Coronavirus Disease (“COVID-19”)~~COVID-19 pandemic has ~~officially~~brought unprecedented challenges to businesses and economies around the world, particularly those in the United States. Our business has been, ~~designated a pandemic~~and continues to be, impacted by the ~~World Health Organization. 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 ~~in the U.S., Europe~~cannot be reliably estimated at this time, but it has been and ~~other regions continues~~is expected to evolve. Several European countries, namely Italy, the United Kingdom, Spain and France have been particularly hard hit by COVID-19. However, the U.S. leads the world in the number of cases and deaths reported as a result of COVID-19. The effect of COVID-19continue to ~~the global and U.S. economy remains uncertain and the timing of a subsequent recovery remains uncertain as well.~~be material.

The spread of COVID-19 across the globe has resulted in sharp market corrections and fears of a global recession. In many parts of the U.S., employees are working from home and nonessential businesses are temporarily closed. Workers in the retail, restaurant, travel and leisure industries have been particularly hard hit by layoffs as large parts of the U.S. remain on lockdown. The national unemployment rate increased from 3.5% in February 2020 to 4.4% in March 2020. The increase in the national unemployment rate accelerated into the March 2020 month-end and reflects the early stage effects of COVID-19 and efforts to contain it. We expect to see a more pronounced increase in the national unemployment rate in the second quarter of 2020. We also expect a significant decrease in the U.S. gross domestic product in the second quarter of 2020 with a potential for improvement in the third quarter of 2020.

~~Table of Contents~~

Hawaii Economy

~~While~~ Hawaii’s economy ~~was off~~continues to ~~a strong start in 2020, it has been meaningfully~~be significantly impacted by COVID-19 and the responses to it. Hawaii’s economy began to suffer in February 2020 with flight cancellations to Hawaii due to the global COVID-19 pandemic. On March 5, 2020, the Governor of the State of Hawaii issued an emergency proclamation declaring a state of emergency in Hawaii. On March 21, 2020, the Governor of the State of Hawaii issued another emergency proclamation ordering all individuals, both residents and visitors, arriving or returning to the State of Hawaii to a mandatory 14-day self-quarantine. The mandate, which was the first such action in the nation, essentially brought the Hawaii tourism industry to a halt. Subsequently, on March 23, 2020, the Governor of the State of Hawaii issued a third supplemental emergency proclamation that ordered all residents to stay-at-home, except for essential workers.

AsFor an economy that is heavily dependent on tourism, the combination of various response measures to the COVID-19 pandemic – including the stay-at-home orders for local residents and the mandatory self-quarantine for visitors resulted in an unprecedented increase in Hawaii unemployment. The statewide seasonally adjusted unemployment rate was 9.0% in March 2021 compared to 2.6% in March 2020, according to the State of Hawaii Department of Labor and Industrial Relations, while the national seasonally adjusted unemployment rate was 6.0% in March 2021 compared to 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 2020, according to the Hawaii Tourism Authority. While we ~~expect~~may continue to see a ~~significant increase~~gradual improvement in unemployment ~~rates in~~as local businesses and the ~~second quarter of 2020, as well as decreases to real personal income and gross domestic product. The State of~~ Hawaii is expected to receive at least $4.0 billion in federal aid from the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). We expect that the majority of this federal aid will be used to help fund state and county government response efforts and to provide for unemployment assistance. We continue to monitor the length and severity of the shut-down of our tourism industry continues to reopen in 2021 and ~~stay-at-home orders. Once these measures are relaxed, we expect that local consumption of goods and services will begin to resume over an extended period of time. Additionally,~~the COVID-19 vaccine becomes more widely administered, the timing and ~~significance~~extent of ~~any~~the return of air travel and the recovery of the Hawaii tourism industry is highly uncertain and ~~is dependent upon the number~~beyond our control.

Table of ~~cases declining around the globe and the widespread availability of a vaccine or testing and tracing capabilities.~~Contents

The volume of home sales on Oahu has increased year-over-year. For the three months ended March 31, 2020, the economic data for Hawaii was mixed as surveys broadly reflect some of the early effects of the COVID-19 pandemic on the local economy. Visitor arrivals for the first three months of 2020 decreased by 16.4% compared to the same period in 2019, while total visitor spending for the first three months of 2020 decreased by 14.1% compared to the same period in 2019, according to the Hawaii Tourism Authority. We expect this downward trend in our tourism industry to continue well into the second quarter of 2020. The statewide seasonally-adjusted unemployment rate was 2.6% in March 2020 compared to 2.8% in March 2019, according to the Bureau of Labor Statistics of the U.S. Department of Labor. The national seasonally-adjusted unemployment rate was 4.4% in March 2020 compared to 3.8% in March 2019. We expect unemployment rates to increase significantly both in Hawaii and nationally in the second quarter of 2020 as the March 2020 survey reference periods predated many COVID-19-related business and school closures in the second half of the month.

With regards to reports of home sales on Oahu, the majority of closed sales were already in escrow for at least 30 days prior to stay-at-home orders that were issued by local government officials on March 23, 2020 as a result of COVID-19. Thus, new listings decreased significantly in March 2020 as compared to February 2020 and are likely early indicators of the economic uncertainty and shift in market activity due to the impacts of COVID-19 in Hawaii. For the three months ended March 31, 2020,2021, the volume of single-family home sales increased by ~~11.6%~~11.9%, while condominium sales ~~decreased~~increased by ~~0.8%~~32.5% compared to the same period in ~~2019~~2020, according to the Honolulu Board of Realtors. The median price of single-family home sales and condominium sales on Oahu was ~~$780,000~~$915,000 and ~~$430,000,~~$455,000, respectively, or ~~unchanged and~~ an increase of ~~4.6%~~17.3% and 5.8%, respectively, for the three months ended March 31, ~~2020~~2021 as compared to the same period in ~~2019.~~2020. As of March 31, ~~2020,~~2021, months of inventory of single-family homes and condominiums on Oahu remained low at approximately ~~2.6~~1.3 and ~~3.6~~2.9 months, respectively. Lastly, state general excise and use tax revenues ~~increased~~decreased by ~~6.0%~~18.3% for the first ~~two~~three months of ~~2020~~2021 as compared to the same period in ~~2019,~~2020, according to the Hawaii Department of ~~Taxation. We expect tax revenues for the state to be significantly lower in the second quarter of 2020.~~Business, Economic Development & Tourism.

Legislative and Regulatory Developments

~~Recent actions~~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.

In response to current market conditions, the Federal Reserve has taken a number of proactive measures, including cutting its target for the federal funds rate by a total of 1.50%, bringing it down to a range of 0.00% to 0.25%. We expect that interest rates will remain at record low levels for the foreseeable future. The Federal Reserve has instituted a number of other measures, ~~including up to $2.3 trillion in lending to support households, employers, financial markets and state and local governments. Additional actions taken by the Federal Reserve~~ to mitigate the lasting impact from the ~~coronavirus~~COVID-19 pandemic, ~~include~~including the following:

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●

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

●

~~re-committing~~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 ~~such as the Main Street Lending Facility, which is~~ designed to enhance support for small and mid-sized ~~businesses that were in good financial standing before the crisis.~~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 ~~CARES Act, enacted on March 27, 2020, is~~CAA provided an ~~approximately $2 trillion emergency economic stimulus package~~additional $1.7 billion in ~~response~~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 ~~COVID-19 outbreak. Among other provisions, the CARES Act (i) authorizes the Secretary~~State of the Treasury to make loans, loan guarantees and other investments, up to $500 billion, for assistance to eligible businesses, States and municipalities with limited, targeted relief for passenger air carriers, cargo air carriers, and businesses critical to maintaining national security, (ii) creates a $349 billion loan program (the “Paycheck Protection Program” or the “PPP”) for fully guaranteed loans (which may then be forgiven) to small businesses for, among other things, payroll, group health care benefit costs and qualifying mortgage, rent and utility payments, (iii) provides certain credits against the 2020 personal income tax for eligible individuals and their dependents, (iv) expands eligibility for unemployment insurance and provides eligible recipients with an additional $600 per week on top of the unemployment amount determined by each State and (v) sets a 60-day foreclosure moratorium beginning on March 18, 2020 for federally backed mortgage loans. We continue to evaluate the potential impact of the CARES Act on our consolidated financial position, results of operations, and cash flows.Hawaii.

Impact to our Operations

As noted above, on March 23, 2020, the Governor of the State of Hawaii issued a third supplemental emergency proclamation that ordered all residents to stay-at-home, except for essential workers. This stay-at-home order has been extended to May 31, 2020. While the Bank is an essential business in Hawaii, we have seenWe saw a significant decrease in customer traffic in our ~~branches.~~branches in the past year. As a result, we ~~have~~ strategically closed 26 of our branch locations on a temporary ~~basis. While~~basis and closed four of them permanently in November 2020. As of March 2021, we ~~consolidated our~~reopened 19 of the temporarily closed branch locations wein 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 and a significant number~~operations. Many of our ~~administrative~~ employees are working ~~remotely.~~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 ~~noted above, once the mandatory stay-at-home measures are relaxed,~~Hawaii’s economy continues to reopen, we expect that local consumption of goods and services will ~~begin to resume over an extended period of time.~~improve. Additionally, the timing and ~~significance~~extent of ~~any~~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 ~~widespread~~ availability of a vaccine, treatment or testing, and tracking and tracing capabilities.

During this time of uncertainty, we remain committed to ~~helping~~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 ~~recover from financial difficulties due to COVID-19. We are working with our impacted customers through offering payment deferrals~~operating in such industries including tourism, hotels/lodging, restaurants, entertainment and ~~forbearance on certain loan products.~~commercial real estate, among others. We will continue to closely monitor the impact that COVID-19 and the ~~slowing~~recession in Hawaii ~~economy~~ 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 ~~our~~Hawaii’s tourism industry, stay-at-home measures, ~~an inevitable~~the recession in Hawaii and record low interest rates will continue to have ~~and we expect will, negatively affect~~a negative impact on our financial position and results of operations. ~~Decreasing~~A continued decrease in interest rates, ~~are~~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.

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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 ~~also~~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, aspartially driven by certain measures we have taken ~~certain measures~~ to assist customers during the COVID-19 pandemic, including waiving non-customer ATM fees and penalties for early withdrawal of certificates of deposit. We expect that these decreases will be offset, in whole or in part, by fees we receive through our participation in the PPP.

Moreover, we have seen increased draws by some of our customers on lines of credit as they have sought to improve their liquidity positions. While we expect a significant portion of loans made by the Bank through our participation in the PPP to be forgiven, we expect that a sizeable portion of such loans will remain on our balance sheet for up to two years. As a result, we expect to see higher loan volumes and reduced capital levels as a result of the COVID-19 pandemic.

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In light of volatility in the capital markets and economic disruptions, we continue to carefully monitor our capital and liquidity positions. AtAs of March 31, ~~2020,~~2021, the Company was “well-capitalized” and met all applicable regulatory capital requirements, including ~~with~~a Common Equity Tier 1 capital ~~ratios~~ratio of ~~11.65%~~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 ~~surrounding~~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.~~&A”).

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Selected Financial 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 Three Months Ended
	March 31,						March 31,
(dollars in thousands, except per share data)	2020			2019			2021			2020
Income Statement Data:
Interest income	$	158,532		$	172,561		$	134,576		$	158,532
Interest expense		19,849			27,472			5,418			19,849
Net interest income		138,683			145,089			129,158			138,683
Provision for credit losses		41,200			5,680			—			41,200
Net interest income after provision for credit losses		97,483			139,409			129,158			97,483
Noninterest income		49,228			47,072			43,868			49,228
Noninterest expense		96,466			92,623			96,306			96,466
Income before provision for income taxes		50,245			93,858			76,720			50,245
Provision for income taxes		11,380			23,934			19,027			11,380
Net income	$	38,865		$	69,924		$	57,693		$	38,865
Basic earnings per share	$	0.30		$	0.52		$	0.44		$	0.30
Diluted earnings per share	$	0.30		$	0.52		$	0.44		$	0.30
Basic weighted-average outstanding shares		129,895,706			134,879,336			129,933,104			129,895,706
Diluted weighted-average outstanding shares		130,351,585			135,198,345			130,589,878			130,351,585
Dividends declared per share	$	0.26		$	0.26		$	0.26		$	0.26
Dividend payout ratio		86.67	%		50.00	%		59.09	%		86.67	%
Supplemental Income Statement Data (non-GAAP)⁽¹⁾:
Core net interest income	$	138,683		$	145,089		$	129,158		$	138,683
Core noninterest income		49,143			49,685			43,868			49,143
Core noninterest expense		96,466			92,362			96,306			96,466
Core net income		38,803			72,052			57,693			38,803
Core basic earnings per share		0.30			0.53			0.44			0.30
Core diluted earnings per share		0.30			0.53			0.44			0.30
Other Financial Information / Performance Ratios:⁽²⁾
Other Financial Information / Performance Ratios⁽²⁾:
Net interest margin		3.12	%		3.23	%		2.55	%		3.12	%
Core net interest margin (non-GAAP)^(1),(3)		3.12	%		3.23	%		2.55	%		3.12	%
Efficiency ratio		51.33	%		48.20	%		55.53	%		51.33	%
Core efficiency ratio (non-GAAP)^(1),(4)		51.35	%		47.42	%		55.53	%		51.35	%
Return on average total assets		0.77	%		1.38	%		1.02	%		0.77	%
Core return on average total assets (non-GAAP)^(1),(5)		0.77	%		1.43	%		1.02	%		0.77	%
Return on average tangible assets (non-GAAP)⁽¹¹⁾		0.81	%		1.45	%		1.07	%		0.81	%
Core return on average tangible assets (non-GAAP)^(1),(6)		0.81	%		1.50	%		1.07	%		0.81	%
Return on average total stockholders' equity		5.87	%		11.16	%		8.58	%		5.87	%
Core return on average total stockholders' equity (non-GAAP)^(1),(7)		5.87	%		11.50	%		8.58	%		5.87	%
Return on average tangible stockholders' equity (non-GAAP)⁽¹¹⁾		9.39	%		18.35	%		13.51	%		9.39	%
Core return on average tangible stockholders' equity (non-GAAP)^(1),(8)		9.37	%		18.91	%		13.51	%		9.37	%
Noninterest expense to average assets		1.91	%		1.83	%		1.70	%		1.91	%
Core noninterest expense to average assets (non-GAAP)^(1),(9)		1.91	%		1.83	%		1.70	%		1.91	%
												(continued)

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	March 31,			December 31,
	2020			2019
(continued)							March 31,			December 31,
(dollars in thousands, except per share data)							2021			2020
Balance Sheet Data:
Cash and cash equivalents	$	1,052,832		$	694,017		$	1,262,810		$	1,040,944
Investment securities		4,058,457			4,075,644			6,692,479			6,071,415
Loans and leases		13,380,270			13,211,650			13,300,289			13,279,097
Allowance for credit losses for loans and leases		166,013			130,530			200,366			208,454
Goodwill		995,492			995,492			995,492			995,492
Total assets		20,755,891			20,166,734			23,497,596			22,662,831
Total deposits		17,020,002			16,444,994			20,133,681			19,227,723
Short-term borrowings		400,000			400,000
Long-term borrowings		200,019			200,019			200,010			200,010
Total liabilities		18,091,206			17,526,476			20,813,966			19,918,727
Total stockholders' equity		2,664,685			2,640,258			2,683,630			2,744,104
Book value per share	$	20.52		$	20.32		$	20.68		$	21.12
Tangible book value per share (non-GAAP)⁽¹¹⁾	$	12.86		$	12.66		$	13.01		$	13.46

Asset Quality Ratios:
Non-accrual loans and leases / total loans and leases		0.05	%		0.04	%		0.07	%		0.07	%
Allowance for credit losses for loans and leases / total loans and leases		1.24	%		0.99	%		1.51	%		1.57	%
Net charge-offs / average total loans and leases⁽¹⁰⁾		0.19	%		0.19	%		0.14	%		0.23	%


	March 31,			December 31,			March 31,			December 31,
Capital Ratios:	2020			2019			2021			2020
Common Equity Tier 1 Capital Ratio		11.65	%		11.88	%		12.82	%		12.47	%
Tier 1 Capital Ratio		11.65	%		11.88	%		12.82	%		12.47	%
Total Capital Ratio		12.90	%		12.81	%		14.07	%		13.73	%
Tier 1 Leverage Ratio		8.63	%		8.79	%		7.90	%		8.00	%
Total stockholders' equity to total assets		12.84	%		13.09	%		11.42	%		12.11	%
Tangible stockholders' equity to tangible assets (non-GAAP)⁽¹¹⁾		8.45	%		8.58	%		7.50	%		8.07	%

(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.

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The following table provides a reconciliation of net interest income, noninterest income, noninterest expense and net income to their “core” non-GAAP financial measures:


GAAP to Non-GAAP Reconciliation					Table 2						Table 2
	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
(dollars in thousands, except per share data)	2020			2019			2021			2020
Net interest income	$	138,683		$	145,089		$	129,158		$	138,683
Core net interest income (non-GAAP)	$	138,683		$	145,089		$	129,158		$	138,683

Noninterest income	$	49,228		$	47,072		$	43,868		$	49,228
(Gain) loss on sale of securities		(85)			2,613
Gains on sale of securities								—			(85)
Core noninterest income (non-GAAP)	$	49,143		$	49,685		$	43,868		$	49,143

Noninterest expense	$	96,466		$	92,623		$	96,306		$	96,466
One-time items^(d)		—			(261)
Core noninterest expense (non-GAAP)	$	96,466		$	92,362		$	96,306		$	96,466

Net income	$	38,865		$	69,924		$	57,693		$	38,865
Loss (gain) on sale of securities		(85)			2,613
One-time noninterest expense items^(d)		—			261
Tax adjustments^(e)		23			(746)
Gains on sale of securities								—			(85)
Tax adjustments^(a)								—			23
Total core adjustments		(62)			2,128			—			(62)
Core net income (non-GAAP)	$	38,803		$	72,052		$	57,693		$	38,803

Basic earnings per share	$	0.30		$	0.52		$	0.44		$	0.30
Diluted earnings per share	$	0.30		$	0.52		$	0.44		$	0.30
Efficiency ratio		51.33	%		48.20	%		55.53	%		51.33	%

Core basic earnings per share (non-GAAP)	$	0.30		$	0.53		$	0.44		$	0.30
Core diluted earnings per share (non-GAAP)	$	0.30		$	0.53		$	0.44		$	0.30
Core efficiency ratio (non-GAAP)		51.35	%		47.42	%		55.53	%		51.35	%

(a)

~~One-time items include nonrecurring offering costs.~~

~~(b)~~

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

(2)	Except for the efficiency ratio and the core efficiency ratio, amounts are annualized for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

(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)

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)

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)

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)

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)

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)

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)	Net charge-offs / average total loans and leases ~~are~~is annualized for the three months ended March 31, ~~2020.~~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 are non-GAAP financial measures. We compute our return on average tangible assets as the ratio of net income to average tangible 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 to outstanding shares. We compute our tangible stockholders’ equity to tangible assets as the ratio of tangible stockholders’ equity to tangible 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 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						Table 3
	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
(dollars in thousands, except per share data)	2020			2019			2021			2020
Income Statement Data:
Noninterest expense	$	96,466		$	92,623		$	96,306		$	96,466
Core noninterest expense	$	96,466		$	92,362		$	96,306		$	96,466

Net income	$	38,865		$	69,924		$	57,693		$	38,865
Core net income	$	38,803		$	72,052		$	57,693		$	38,803

Average total stockholders' equity	$	2,660,811		$	2,540,600		$	2,727,701		$	2,660,811
Less: average goodwill		995,492			995,492			995,492			995,492
Average tangible stockholders' equity	$	1,665,319		$	1,545,108		$	1,732,209		$	1,665,319

Average total assets	$	20,313,304		$	20,494,837		$	22,944,699		$	20,313,304
Less: average goodwill		995,492			995,492			995,492			995,492
Average tangible assets	$	19,317,812		$	19,499,345		$	21,949,207		$	19,317,812

Return on average total stockholders' equity^(a)		5.87	%		11.16	%		8.58	%		5.87	%
Core return on average total stockholders' equity (non-GAAP)^(a)		5.87	%		11.50	%		8.58	%		5.87	%
Return on average tangible stockholders' equity (non-GAAP)^(a)		9.39	%		18.35	%		13.51	%		9.39	%
Core return on average tangible stockholders' equity (non-GAAP)^(a)		9.37	%		18.91	%		13.51	%		9.37	%

Return on average total assets^(a)		0.77	%		1.38	%		1.02	%		0.77	%
Core return on average total assets (non-GAAP)^(a)		0.77	%		1.43	%		1.02	%		0.77	%
Return on average tangible assets (non-GAAP)^(a)		0.81	%		1.45	%		1.07	%		0.81	%
Core return on average tangible assets (non-GAAP)^(a)		0.81	%		1.50	%		1.07	%		0.81	%

Noninterest expense to average assets^(a)		1.91	%		1.83	%		1.70	%		1.91	%
Core noninterest expense to average assets (non-GAAP)^(a)		1.91	%		1.83	%		1.70	%		1.91	%

(continued)

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	As of			As of			As of			As of
	March 31,			December 31,
	2020			2019
(continued)							March 31,			December 31,
(dollars in thousands, except share amount and per share data)							2021			2020
Balance Sheet Data:
Total stockholders' equity	$	2,664,685		$	2,640,258		$	2,683,630		$	2,744,104
Less: goodwill		995,492			995,492			995,492			995,492
Tangible stockholders' equity	$	1,669,193		$	1,644,766		$	1,688,138		$	1,748,612

Total assets	$	20,755,891		$	20,166,734		$	23,497,596		$	22,662,831
Less: goodwill		995,492			995,492			995,492			995,492
Tangible assets	$	19,760,399		$	19,171,242		$	22,502,104		$	21,667,339

Shares outstanding		129,827,968			129,928,479			129,749,890			129,912,272

Total stockholders' equity to total assets		12.84	%		13.09	%		11.42	%		12.11	%
Tangible stockholders' equity to tangible assets (non-GAAP)		8.45	%		8.58	%		7.50	%		8.07	%

Book value per share	$	20.52		$	20.32		$	20.68		$	21.12
Tangible book value per share (non-GAAP)	$	12.86		$	12.66		$	13.01		$	13.46

(a)

Annualized for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

Financial Highlights

Net income was ~~$38.9~~$57.7 million for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$31.1~~$18.8 million or ~~44%~~48% as compared to the same period in ~~2019.~~2020. Basic and diluted earnings per share were ~~$0.30~~$0.44 per share for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$0.22~~$0.14 per share or ~~42%~~47% as compared to the same period in ~~2019.~~2020. The ~~decrease~~increase in net income was primarily due to a ~~$35.5~~$41.2 million ~~increase~~decrease in the provision for credit losses (the “Provision”)~~, a $6.4 million decrease in net interest income~~ and a ~~$3.8~~$0.2 million ~~increase~~decrease in noninterest expense, partially offset by a ~~$12.6~~$9.5 million decrease in net interest income, a $7.6 million increase in the provision for income taxes and a ~~$2.2~~$5.4 million ~~increase~~decrease in noninterest income for the three months ended March 31, ~~2020.~~2021.

Our return on average total assets was ~~0.77%~~1.02% for the three months ended March 31, ~~2020, a decrease~~2021, an increase of 6125 basis points from the same period in ~~2019,~~2020, and our return on average total stockholders’ equity was ~~5.87%~~8.58% for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~529~~271 basis ~~points.~~points from the same period in 2020. Our return on average tangible assets was ~~0.81%~~1.07% for the three months ended March 31, ~~2020, a decrease~~2021, an increase of 6426 basis points from the same period in ~~2019,~~2020, and our return on average tangible stockholders’ equity was ~~9.39%~~13.51% for the three months ended March 31, ~~2020, a decrease of 896 basis points~~2021, up from 9.39% for the same period in ~~2019.~~2020. Our efficiency ratio was ~~51.33%~~55.53% for the three months ended March 31, ~~2020~~2021 compared to ~~48.20%~~51.33% for the same period in 2019. The increase in the efficiency ratio during the three months ended March 31, 2020 was primarily due to the loss of expense reimbursements from BNP Paribas (“BNPP”) as well as increased expenditures related to information technology initiatives. 2020.

Our results for the three months ended March 31, ~~2020~~2021 were highlighted by the following:

●

Net interest income was ~~$138.7~~$129.2 million for the three months ended March 31, ~~2020,~~2021, a decrease of ~~$6.4~~$9.5 million or 4%7% as compared to the same period in ~~2019.~~2020. Our net interest margin was ~~3.12%~~2.55% for the three months ended March 31, ~~2020,~~2021, a decrease of 1157 basis points as compared to the same period in ~~2019.~~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 average balances~~ in our investment securities portfolio, partially offset by lower deposit funding ~~costs.~~costs and an increase in the average balances of our investment securities portfolio.

●

The Provision was nil for the three months ended March 31, 2021, a decrease of $41.2 million as compared to the same period in 2020. The Provision for the three months ended March 31, 2020 ~~an increase of $35.5 million as compared to the same period in 2019. This increase was primarily due to~~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~~allowance for ~~Credit Losses (“ACL”~~credit losses for loans and leases (the “ACL”) and reserve for unfunded commitments at levels deemed adequate to absorb lifetime expected credit losses in our loan and lease portfolio and off-balance sheet credit exposures as of the balance sheet date.

●

Noninterest income was ~~$49.2~~$43.9 million for the three months ended March 31, ~~2020, an increase~~2021, a decrease of ~~$2.2~~$5.4 million or 5%11% as compared to the same period in ~~2019.~~2020. The ~~increase~~decrease was primarily due to a ~~$2.6~~$2.2 million ~~net loss~~decrease in service charges on ~~the sale of available-for-sale debt securities recorded during the three months ended March 31, 2019. The increase also stemmed from~~deposit accounts, a ~~$1.4~~$2.0 million ~~increase~~decrease in other noninterest income, a ~~$1.0~~$1.1 million ~~increase~~decrease in trust and investment services income, a $0.4 million decrease in credit and debit card fees and a ~~$0.9~~$0.1 million ~~increase~~decrease in ~~service charges on deposit accounts, partially offset by a $1.7~~

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the gains from the sale of available-for-sale investment securities, partially offset by a $0.3 million ~~decrease~~increase in ~~credit~~other service charges and ~~debit card~~ fees and a ~~$1.6~~$0.1 million ~~decrease~~increase in bank-owned life insurance (“BOLI”) ~~income and a $0.6 million decrease in other service charges and fees for the three months ended March 31, 2020.~~income.

●

Noninterest expense was ~~$96.5~~$96.3 million for the three months ended March 31, ~~2020, an increase~~2021, a decrease of ~~$3.8~~$0.2 million ~~or 4%~~ as compared to the same period in ~~2019.~~2020. The ~~increase~~decrease in noninterest expense was primarily due to a ~~$2.4~~$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 other noninterest expense, a $1.1 million increase in contracted services and professional fees, a ~~$0.5~~$0.8 million increase in equipment expense and a $0.1 million increase in regulatory assessment and ~~fees, a $0.4 million increase in equipment expense, a $0.3 million increase in card rewards program expense and a $0.3 million increase in occupancy expense.~~fees.

During the beginning of 2020, we continued to benefit from a steady Hawaii economy, as reflected in the continued growth in our commercial and industrial loan portfolio. However, by the end of the first quarter, Hawaii’s economy ~~began~~continues to be significantly impacted by COVID-19 and ~~our~~the responses to it. ~~As such,~~For an economy that is heavily dependent on tourism, the combination of various response measures to the COVID 19 pandemic – including the stay-at-home orders for local residents and the mandatory self-quarantine for visitors resulted in an unprecedented increase in Hawaii unemployment. While we ~~increased~~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 ~~Provision in order to maintain adequate reserves for expected credit losses.~~control. We ~~also~~ continued to maintain high levels of liquidity and remained well-capitalized as of March 31, ~~2020.~~2021.

●

Total loans and leases were ~~$13.4~~$13.3 billion as of March 31, ~~2020,~~2021, an increase of ~~$168.6~~$21.2 million ~~or 1%~~ from December 31, ~~2019.~~2020. The increase was primarily due to ~~growth in commercial and industrial loans during the three months ended March 31, 2020 due to~~ an increase in ~~lines drawn upon. This was~~PPP loans, partially offset by decreases in our ~~residential real estate~~Shared National Credits, dealer flooring portfolios, indirect automobile loans and other unsecured consumer ~~portfolios.~~loans.

●

The ACL was ~~$166.0~~$200.4 million as of March 31, ~~2020, an increase~~2021, a decrease of ~~$35.5~~$8.1 million or ~~27%~~4% from December 31, ~~2019.~~2020. This ~~increase~~decrease was primarily due to the aforementioned ~~higher~~lower expected credit losses ~~as a result of COVID-19 and its impact on Hawaii’s economy, key industries, businesses and our customers.~~in the commercial real estate portfolio. The ratio of our ACL to total loans and leases outstanding was ~~1.24%~~1.51% as of March 31, ~~2020, an increase~~2021, a decrease of 25six basis points compared to December 31, ~~2019.~~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~~Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie ~~Mac.~~Mac”). The total fair value of our investment securities portfolio was ~~$4.1~~$6.7 billion as of March 31, ~~2020, a decrease~~2021, an increase of ~~$17.2~~$621.1 million ~~compared to~~or 10% from December 31, ~~2019. This decrease~~2020. The increase was primarily due to ~~paydowns and proceeds from calls, partially offset by~~ purchases in this ~~portfolio.~~portfolio as we invested excess liquidity into securities.

●

Total deposits were ~~$17.0~~$20.1 billion as of March 31, ~~2020,~~2021, an increase of ~~$575.0~~$906.0 million or ~~3% as compared to~~5% from December 31, ~~2019.~~2020. The increase in total deposits was primarily due to a ~~$424.9~~$653.0 million increase in ~~public time~~demand deposit balances, a ~~$214.5 million increase in savings deposit balances and a $92.9~~$305.4 million increase in money market deposit balances and a $121.1 million increase in savings deposit balances, partially offset by a ~~$134.5~~$173.5 million decrease in ~~demand~~time deposit balances.

●

Total stockholders’ equity was $2.7 billion as of March 31, ~~2020, an increase~~2021, a decrease of ~~$24.4~~$60.5 million or 1%2% from December 31, ~~2019.~~2020. The ~~increase~~decrease in stockholders’ equity was primarily due to ~~earnings for the period of $38.9 million and~~ a net ~~change~~unrealized loss in the fair value of our investment securities net of ~~$36.0 million. This was partially offset by~~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 earnings for the ~~cumulative effect adjustment~~period of ~~a change in an accounting principle of $12.5 million and common stock repurchased of $5.0 million during the three months ended March 31, 2020.~~$57.7 million.

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Analysis of Results of Operations

Net Interest Income

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~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													Table 4
	Three Months Ended						Three Months Ended							Three Months Ended						Three Months Ended
	March 31, 2020						March 31, 2019							March 31, 2021						March 31, 2020
					Average							Average						Average							Average
	Average		Income/		Yield/		Average		Income/			Yield/		Average		Income/		Yield/		Average		Income/			Yield/
(dollars in millions)	Balance		Expense		Rate		Balance		Expense			Rate		Balance		Expense		Rate		Balance		Expense			Rate
Earning Assets
Interest-Bearing Deposits in Other Banks	$	516.8	$	1.6	1.25	%	$	507.3	$	3.2		2.56	%	$	938.7	$	0.2	0.10	%	$	516.8	$	1.6		1.25	%
Available-for-Sale Investment Securities		4,033.2		21.2	2.10			4,417.8		24.5		2.22
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		15.8		0.1	1.70			0.3		—		2.79			9.2		0.1	2.46			15.8		0.1		1.70
Loans and Leases ⁽¹⁾
Commercial and industrial		2,776.2		24.6	3.56			3,166.4		33.2		4.25			3,026.7		20.4	2.74			2,776.2		24.6		3.56
Commercial real estate		3,433.2		34.6	4.05			3,005.2		35.4		4.77			3,385.2		24.9	2.98			3,433.2		34.6		4.05
Construction		538.5		5.7	4.27			636.7		7.5		4.77			746.8		5.8	3.16			538.5		5.7		4.27
Residential:
Residential mortgage		3,721.2		37.7	4.05			3,535.2		36.0		4.07			3,696.1		34.7	3.76			3,721.2		37.7		4.05
Home equity line		887.4		7.7	3.50			915.7		8.7		3.85			822.0		5.7	2.80			887.4		7.7		3.50
Consumer		1,611.7		23.0	5.75			1,667.3		22.5		5.48			1,323.7		17.7	5.43			1,611.7		23.0		5.75
Lease financing		223.2		1.6	2.85			147.2		1.1		2.99			241.8		1.8	3.02			223.2		1.6		2.85
Total Loans and Leases		13,191.4		134.9	4.11			13,073.7		144.4		4.46			13,242.3		111.0	3.39			13,191.4		134.9		4.11
Other Earning Assets		57.0		0.7	5.30			92.3		0.5		2.06			58.0		0.3	1.79			57.0		0.7		5.30
Total Earning Assets⁽²⁾		17,814.2		158.5	3.57			18,091.4		172.6		3.85			20,476.1		135.0	2.66			17,814.2		158.5		3.57
Cash and Due from Banks		327.4						360.3							294.0						327.4
Other Assets		2,171.7						2,043.1							2,174.6						2,171.7
Total Assets	$	20,313.3					$	20,494.8						$	22,944.7					$	20,313.3

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	5,090.4	$	3.3	0.26	%	$	4,815.8	$	4.2		0.36	%	$	5,975.1	$	0.6	0.04	%	$	5,090.4	$	3.3		0.26	%
Money Market		3,064.8		4.6	0.61			3,181.3		7.7		0.98			3,530.0		0.4	0.05			3,064.8		4.6		0.61
Time		2,534.7		7.7	1.23			3,041.8		11.3		1.51			2,288.5		3.0	0.53			2,534.7		7.7		1.23
Total Interest-Bearing Deposits		10,689.9		15.6	0.59			11,038.9		23.2		0.85			11,793.6		4.0	0.14			10,689.9		15.6		0.59
Short-Term Borrowings		401.7		2.8	2.88			12.8		0.1		2.45			—		—	—			401.7		2.8		2.88
Long-Term Borrowings		200.0		1.4	2.77			600.0		4.2		2.84			200.0		1.4	2.76			200.0		1.4		2.77
Total Interest-Bearing Liabilities		11,291.6		19.8	0.71			11,651.7		27.5		0.96			11,993.6		5.4	0.18			11,291.6		19.8		0.71
Net Interest Income			$	138.7					$	145.1						$	129.6					$	138.7
Interest Rate Spread					2.86	%						2.89	%					2.48	%						2.86	%
Net Interest Margin					3.12	%						3.23	%					2.55	%						3.12	%
Noninterest-Bearing Demand Deposits		5,853.4						5,826.8							7,709.5						5,853.4
Other Liabilities		507.5						475.7							513.9						507.5
Stockholders' Equity		2,660.8						2,540.6							2,727.7						2,660.8
Total Liabilities and Stockholders' Equity	$	20,313.3					$	20,494.8						$	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)	~~For~~Interest income includes taxable-equivalent basis adjustments of $0.4 million and nil for the three months ended March 31, 2021 and 2020, ~~and 2019, the taxable-equivalent basis adjustments made to the table above were not material.~~respectively.

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Analysis of Change in Net Interest Income

Table 5

Three Months Ended March 31, 2020

Three Months Ended March 31, 2021

Compared to March 31, 2019

Compared to March 31, 2020

(dollars in millions)

Volume

Rate

Total ⁽¹⁾

Volume

Rate

Total ⁽¹⁾

Change in Interest Income:

Interest-Bearing Deposits in Other Banks

0.1

(1.7)

(1.6)

0.7

(2.1)

(1.4)

Available-for-Sale Investment Securities

(2.0)

(1.3)

(3.3)

Loans Held for Sale

0.1

—

0.1

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

(3.7)

(4.9)

(8.6)

2.0

(6.2)

(4.2)

Commercial real estate

4.9

(5.7)

(0.8)

(0.5)

(9.2)

(9.7)

Construction

(1.1)

(0.7)

(1.8)

1.8

(1.7)

0.1

Residential:

Residential mortgage

1.8

(0.1)

1.7

(0.3)

(2.7)

(3.0)

Home equity line

(0.3)

(0.7)

(1.0)

(0.5)

(1.5)

(2.0)

Consumer

(0.7)

1.2

0.5

(4.0)

(1.3)

(5.3)

Lease financing

0.5

—

0.5

0.1

0.2

Total Loans and Leases

1.4

(10.9)

(9.5)

(1.4)

(22.5)

(23.9)

Other Earning Assets

(0.3)

0.5

0.2

0.1

(0.5)

(0.4)

Total Change in Interest Income

(0.7)

(13.4)

(14.1)

8.9

(32.4)

(23.5)

Change in Interest Expense:

Interest-Bearing Deposits

Savings

0.3

(1.2)

(0.9)

0.5

(3.2)

(2.7)

Money Market

(0.3)

(2.8)

(3.1)

0.6

(4.8)

(4.2)

Time

(1.7)

(1.9)

(3.6)

(0.7)

(4.0)

(4.7)

Total Interest-Bearing Deposits

(1.7)

(5.9)

(7.6)

0.4

(12.0)

(11.6)

Short-term Borrowings

2.7

—

2.7

(1.4)

(2.8)

Long-term Borrowings

(2.7)

(0.1)

(2.8)

Total Change in Interest Expense

(1.7)

(6.0)

(7.7)

(1.0)

(13.4)

(14.4)

Change in Net Interest Income

1.0

(7.4)

(6.4)

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 ~~$138.7~~$129.6 million for the three months ended March 31, ~~2020,~~2021, a decrease of ~~$6.4~~$9.1 million or 4%7% compared to the same period in ~~2019.~~2020. Our net interest margin was ~~3.12%~~2.55% for the three months ended March 31, ~~2020,~~2021, a decrease of 1157 basis points from the same period in ~~2019.~~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 ~~average balances~~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, ~~2020.~~2021. Yields on our loans and leases were ~~4.11%~~3.39% for the three months ended March 31, ~~2020,~~2021, a decrease of 3572 basis points as compared to the same period in ~~2019.~~2020. We experienced a decrease in our yields from total loans primarily due to decreases in adjustable rate commercial ~~real estate~~and industrial and commercial ~~and industrial~~real estate loans, which are typically based on the LIBOR. ~~The~~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 ~~$4.0 billion~~1.50% for the three months ended March 31, ~~2020,~~2021, a decrease of ~~$384.6 million or 9%~~60 basis points from the same period in ~~2019.~~2020. Deposit funding costs were ~~$15.6~~$4.0 million for the three months ended March 31, ~~2020,~~2021, a decrease of ~~$7.6~~$11.6 million or ~~33%~~74% compared to the same period in ~~2019.~~2020. Rates paid on our interest-bearing deposits were 5914 basis points for the three months ended March 31, ~~2020,~~2021, a decrease of 2645 basis points compared to the same period in ~~2019.~~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 ~~2019 at 5.50% and decreased 50 basis points during the third quarter of 2019 (25 basis points~~ in ~~each of August and September) and 25 basis points in October 2019 to end the year~~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 ~~0.99%~~0.14% and ~~1.45%, respectively, while a March 31, 2019, the one-month and three-month U.S. dollar LIBOR interest rates were 2.50% and 2.60%~~0.24%, respectively. The target range for the federal funds rate, which is the cost of immediately available overnight funds, began ~~2019~~2020 at ~~2.25% to 2.50% and decreased 50 basis points during the third quarter of 2019 (25 basis points in each of August and September) and 25 basis points in October 2019 to end the year at 1.50~~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 ~~at 0.00% to 0.25%. The decrease in the~~

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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 ~~March~~ 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 ~~for~~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 ~~represented an increase~~stemmed from higher expected credit losses as a result of ~~$35.5 million compared to the same period in 2019. This increase was primarily due to an adjustment related to~~ COVID-19 and ~~the~~its impact ~~we expect it to have~~ 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 ~~$6.1~~$4.6 million and ~~$5.9~~$6.1 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. This represented ~~net~~ charge-offs of ~~0.19%~~0.14% and ~~0.18%~~0.19% of average loans and leases, on an annualized basis, for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The ACL was ~~$166.0~~$200.4 million as of March 31, ~~2020, an increase~~2021, a decrease of ~~$35.5~~$8.1 million or ~~27%~~4% from December 31, ~~2019~~2020 and represented ~~1.24%~~1.51% of total outstanding loans and leases as of March 31, ~~2020~~2021 compared to ~~0.99%~~1.57% of total outstanding loans and leases as of December 31, ~~2019.~~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 ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (“~~MD~~&A”).~~&A.

Noninterest Income

Table 6 presents the major components of noninterest income for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:


Noninterest Income							Table 6								Table 6
	Three Months Ended								Three Months Ended
	March 31,				Dollar		Percent		March 31,				Dollar		Percent
(dollars in thousands)	2020		2019		Change		Change		2021		2020		Change		Change
Service charges on deposit accounts	$	8,950	$	8,060	$	890	11	%	$	6,718	$	8,950	$	(2,232)	(25)	%
Credit and debit card fees		14,949		16,655		(1,706)	(10)			14,551		14,949		(398)	(3)
Other service charges and fees		8,539		9,129		(590)	(6)			8,846		8,539		307	4
Trust and investment services income		9,591		8,618		973	11			8,492		9,591		(1,099)	(11)
Bank-owned life insurance		2,260		3,813		(1,553)	(41)			2,389		2,260		129	6
Investment securities gains (losses), net		85		(2,613)		2,698	n/m
Investment securities gains, net										—		85		(85)	n/m
Other		4,854		3,410		1,444	42			2,872		4,854		(1,982)	(41)
Total noninterest income	$	49,228	$	47,072	$	2,156	5	%	$	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, ~~2020~~2021 to the same period in ~~2019.~~2020.

Total noninterest income was ~~$49.2~~$43.9 million for the three months ended March 31, ~~2020, an increase~~2021, a decrease of ~~$2.2 million or 5% as compared to the same period in 2019.~~

~~Service charges on deposit accounts were $9.0 million for the three months ended March 31, 2020, an increase of $0.9~~$5.4 million or 11% as compared to the same period in ~~2019.~~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 ~~increase~~decrease was primarily due to a ~~$0.6~~$1.4 million ~~increase~~decrease in overdraft and checking account fees, a $0.4 million decrease in account analysis service charges and a ~~$0.2~~$0.3 million ~~increase~~decrease in checking account service fees.

Credit and debit card fees were ~~$14.9~~$14.6 million for the three months ended March 31, ~~2020,~~2021, a decrease of ~~$1.7~~$0.4 million or ~~10%~~3% as compared to the same period in ~~2019. This decrease was primarily due to a $1.0 million decrease in merchant service revenues and a $0.4 million decrease in interchange settlement fees.~~2020.

Other service charges and fees were ~~$8.5~~$8.8 million for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$0.6~~$0.3 million or 6%4% as compared to the same period in ~~2019. This decrease was primarily due to a $0.5 million decrease in insurance income.~~2020.

Trust and investment services income was ~~$9.6~~$8.5 million for the three months ended March 31, ~~2020, an increase~~2021, a decrease of ~~$1.0~~$1.1 million or 11% as compared to the same period in ~~2019. This increase was primarily due to a $0.6 million increase in investment management fees and a $0.4 million increase in trust service fees.~~

~~BOLI income was $2.3 million for the three months ended March 31, 2020, a decrease of $1.6 million or 41% as compared to the same period in 2019.~~2020. This decrease was due to a ~~$1.1~~$0.7 million decrease in ~~BOLI earnings and~~business cash management fees, a ~~$0.4~~$0.2 million decrease in ~~death benefit proceeds from life insurance policies.~~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, ~~2020, an increase~~2021, a decrease of ~~$2.7~~$2.0 million or 41% as compared to the same period in ~~2019. The increase of $2.7 million~~2020. This decrease was primarily due to a ~~loss of $2.6 million for the three months ended March 31, 2019 stemming from our investment portfolio restructuring and sale of 48 investment securities in January 2019.~~

~~Other noninterest income was $4.9 million for the three months ended March 31, 2020, an increase of~~ $1.4 million ~~or 42% as compared to the same period in 2019. The increase was primarily due to a $1.1 million gain on the sale of loans sold and a $1.0 million increase~~decrease in customer-related interest rate swap ~~fees. This was~~fees and a $1.1 million decrease in market value adjustments on mutual funds purchased, partially offset by a ~~$0.3~~$0.7 million ~~tax refund received during the three months ended March 31, 2019 and a $0.1 million decrease~~increase in volume-based incentives.

Noninterest Expense

Table 7 presents the major components of noninterest expense for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:


Noninterest Expense							Table 7								Table 7
	Three Months Ended								Three Months Ended
	March 31,				Dollar		Percentage		March 31,				Dollar		Percentage
(dollars in thousands)	2020		2019		Change		Change		2021		2020		Change		Change
Salaries and employee benefits	$	44,829	$	44,860	$	(31)	—	%	$	43,936	$	44,829	$	(893)	(2)	%
Contracted services and professional fees		16,055		13,645		2,410	18			17,188		16,055		1,133	7
Occupancy		7,243		6,986		257	4			7,170		7,243		(73)	(1)
Equipment		4,708		4,284		424	10			5,491		4,708		783	17
Regulatory assessment and fees		1,946		1,447		499	34			2,034		1,946		88	5
Advertising and marketing		1,823		1,966		(143)	(7)			1,591		1,823		(232)	(13)
Card rewards program		7,015		6,732		283	4			4,835		7,015		(2,180)	(31)
Other		12,847		12,703		144	1			14,061		12,847		1,214	9
Total noninterest expense	$	96,466	$	92,623	$	3,843	4	%	$	96,306	$	96,466	$	(160)	—	%

Total noninterest expense was ~~$96.5~~$96.3 million for the three months ended March 31, ~~2020, an increase~~2021, a decrease of ~~$3.8~~$0.2 million ~~or 4%~~ as compared to the same period in ~~2019.~~2020.

Salaries and employee benefits expense was ~~$44.8~~$43.9 million for the three months ended March 31, ~~2020,~~2021, a ~~minimal change~~decrease of $0.9 million or 2% as compared to the same period in ~~2019.~~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 ~~$16.1~~$17.2 million for the three months ended March 31, ~~2020,~~2021, an increase of ~~$2.4~~$1.1 million or ~~18%~~7% as compared to the same period in ~~2019.~~2020. This increase was primarily due to a ~~$1.1 million increase in contracted data processing expenses, primarily related to system upgrades and product enhancements, a $0.8~~$1.0 million increase in outside services, primarily attributable to marketing and new customer services, and a ~~$0.6~~$0.3 million increase in ~~audit, legal~~contracted data processing expenses, primarily related to system upgrades and ~~consultant fees.~~product enhancements.

Occupancy expense was $7.2 million for ~~the~~ three months ended March 31, ~~2020, an increase of $0.3 million or 4% as compared to the same period in 2019.~~

~~Equipment expense was $4.7 million for the three months ended March 31, 2020, an increase of $0.4 million or 10% as compared to the same period in 2019.~~

Regulatory assessment and fees were $1.9 million for the three months ended March 31, 2020, an increase of $0.5 million or 34% as compared to the same period in 2019. This increase was primarily due to2021, a ~~$0.5 million increase in the FDIC insurance assessment rate.~~

~~Advertising and marketing expense was $1.8 million for the three months ended March 31, 2020, a~~ decrease ~~of $0.1 million or 7% as compared to the same period in 2019.~~

~~Card rewards program expense was $7.0 million for the three months ended March 31, 2020, an increase of $0.3 million or 4% as compared to the same period in 2019.~~

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~~Other noninterest expense was $12.8 million for the three months ended March 31, 2020, increase~~ of $0.1 million or 1% as compared to the same period in ~~2019.~~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 ~~three months ended March 31, 2020, compared with the provision for income taxes of $23.9 million (an effective tax rate of 25.50%) for the~~ same period in ~~2019.~~2020. The ~~decrease~~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, ~~2020~~2021 and ~~2019.~~2020. Additional information about operating segment performance is presented in “Note ~~18.~~17. Reportable Operating Segments” contained in our unaudited interim consolidated financial statements.


Business Segment Net Income				Table 8				Table 8
					Three Months Ended
	March 31,				March 31,
(dollars in thousands)	2020		2019		2021		2020
Retail Banking	$	27,027	$	53,310	$	46,637	$	27,027
Commercial Banking		7,276		22,530		21,362		7,276
Treasury and Other		4,562		(5,916)		(10,306)		4,562
Total	$	38,865	$	69,924	$	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 ~~$27.0~~$46.6 million for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$26.3~~$19.6 million or ~~49%~~73% as compared to the same period in ~~2019.~~2020. The ~~decrease~~increase in net income for the Retail Banking segment was primarily due to a ~~$17.5~~$21.5 million ~~increase~~decrease in the Provision and a ~~$17.3~~$11.0 million ~~decrease~~increase in net interest income, ~~and a $4.5 million increase in noninterest expense,~~ partially offset by a ~~$10.5~~$8.0 million ~~decrease~~increase in the provision for income taxes, a $2.8 million decrease in noninterest income and a ~~$2.5~~$2.2 million increase in noninterest ~~income.~~expense. The ~~increase~~decrease in the Provision was primarily due to the adjustment ~~related to~~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 ~~we expect~~ it towould have on our customers. The ~~decrease~~increase in net interest income was primarily due to an increase in loan fees and lower ~~spreads on~~transfer pricing charges as a result of lower average yields in our ~~deposit~~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 ~~loan portfolios.~~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, ~~and an increase in contracted services and professional fees. The~~partially offset by a decrease in ~~the provision for income taxes was primarily due to the decrease in net income. The increase in noninterest income was primarily due to higher gain on the sale of loans sold~~salaries and ~~an increase in trust and investment services income.~~benefits expense.

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Commercial Banking. Our Commercial Banking segment includes our corporate banking, ~~residential and~~ 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 ~~$7.3~~$21.4 million for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$15.3~~$14.1 million ~~or 68%~~ as compared to the same period in ~~2019.~~2020. The ~~decrease~~increase in net income for the Commercial Banking segment was primarily due to a ~~$17.7~~$22.8 million ~~increase~~decrease in the Provision, ~~and a $2.0 million increase in noninterest expense,~~ partially offset by a ~~$5.3~~$4.3 million ~~decrease~~increase in the provision for income ~~taxes.~~taxes, a $2.6 million decrease in net interest income and a $1.8 million decrease in noninterest income. The ~~increase~~decrease in the Provision was primarily due to the adjustment related to COVID-19 in 2020 and the expected impact that it ~~will~~would have on our customers. The increase in noninterest expense was primarily due an increase in salaries and benefits expense, contracted services and professional fees and higher overall expenses that were allocated to the Commercial Banking segment. The decrease 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~~bank-owned properties. Our primary sources of noninterest income are from ~~bank owned~~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~~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.

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 ~~income~~loss for the Treasury and Other segment was ~~$4.6~~$10.3 million for the three months ended March 31, ~~2020,~~2021, an increase in ~~income~~loss of ~~$10.5~~$14.9 million as compared to the same period in ~~2019.~~2020. The increase in the net ~~income~~loss was primarily due to a ~~$11.2~~$17.9 million increase in net interest ~~income~~expense and a ~~$2.7~~$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, partially offset by a $3.2 million increase in the provision for income taxes.~~expense. The increase in net interest ~~income~~expense was primarily due to ~~lower expense charges on our deposit portfolio, partially offset by~~ lower earnings credits as a result of lower average yields in our loan portfolio, ~~and~~partially offset by a decrease in transfer pricing charges as a result of lower ~~average balances~~yields on our deposit portfolio. The increase in ~~our investment securities portfolio.~~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 ~~an increase~~increases in salaries and employee benefits expense, ~~and~~software depreciation, contracted services and professional ~~fees. The increase in the provision for income taxes was primarily due to the increase in net income.~~fees, equipment expense, supplies and pension-related expenses.

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.

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, ~~2020~~2021 and December 31, ~~2019,~~2020, cash and cash equivalents were ~~$1.1~~$1.3 billion and ~~$0.7~~$1.0 billion, respectively. Potential sources of liquidity also include investment securities in our available-for-sale portfolio. The ~~estimated fair~~carrying value of our available-for-sale investment securities were ~~$4.1~~$6.7 billion and $6.1 billion as of ~~both~~ March 31, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, we maintained our excess liquidity primarily in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. As of March 31, ~~2020,~~2021, our available-for-sale investment securities portfolio was comprised of securities with a weighted average life of approximately ~~3.5~~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, ~~2020,~~2021, we have borrowing capacity of ~~$1.8~~$2.0 billion from the FHLB and ~~$737.8 million~~$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 ~~$15.2~~$19.0 billion and ~~$15.1~~$17.9 billion as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, which represented ~~90%~~94% and ~~92%~~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 ~~the issuance of~~issuing long-term debt and equity securities. AsAt the start of ~~March 31, 2020,~~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, ~~2020~~2021 and December 31, ~~2019:~~2020:

Investment Securities

Table 9

March 31,

December 31,

March 31,

December 31,

(dollars in thousands)

2020

2019

2021

2020

U.S. Treasury securities

30,927

29,888

Government-sponsored enterprises debt securities

26,721

101,439

U.S. Treasury and government agency debt securities

175,724

171,421

Mortgage-backed securities:

Residential - Government agency

278,963

291,209

133,894

160,462

Residential - Government-sponsored enterprises

417,667

399,492

800,920

447,200

Commercial - Government agency

527,516

599,650

Commercial - Government-sponsored enterprises

186,784

101,719

1,134,175

932,157

Collateralized mortgage obligations:

Government agency

2,320,878

2,381,278

1,845,098

1,933,553

Government-sponsored enterprises

796,517

770,619

2,075,152

1,826,972

Total available-for-sale securities

4,058,457

4,075,644

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, ~~2020:~~2021:

Maturities and Weighted-Average Yield on Securities⁽¹⁾

Table 10

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

1 Year or Less

After 1 Year - 5 Years

After 5 Years - 10 Years

Over 10 Years

Total

Weighted

Average

Fair

Average

Fair

(dollars in millions)

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Value

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Value

As of March 31, 2020

As of March 31, 2021

Available-for-sale securities

U.S. Treasury securities

—

30.5

0.81

—

30.5

0.81

30.9

Government-sponsored enterprises debt securities⁽³⁾

26.7

1.86

—

26.7

1.86

26.7

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

—

216.1

2.60

53.9

2.11

—

270.0

2.51

279.0

—

129.9

2.34

—

129.9

2.34

133.9

Residential - Government-sponsored enterprises

—

302.5

2.64

101.2

2.55

—

403.7

2.62

417.7

—

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

—

29.1

2.99

155.5

2.18

—

184.6

2.31

186.8

—

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

23.5

1.77

2,183.5

2.16

97.8

1.95

—

2,304.8

2.15

2,320.9

35.0

1.87

1,407.4

1.71

375.8

1.18

—

1,818.2

1.60

1,845.1

Government-sponsored enterprises

—

737.0

2.20

57.1

2.67

—

794.1

2.23

796.5

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, 2020

50.2

1.82

3,498.7

2.23

465.5

2.26

—

4,014.4

2.23

4,058.5

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 computed on a fully taxable-equivalent basis.

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

~~(3)~~

~~Maturities for government-sponsored enterprises debt securities purchased at a premium are categorized by their first call date.~~

The fair value of our available-for-sale investment securities portfolio was ~~$4.1~~$6.7 billion as of March 31, ~~2020, a decrease~~2021, an increase of ~~$17.2~~$621.1 million or 10% compared to December 31, ~~2019.~~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, ~~2020,~~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 ~~$3.1~~$3.9 billion invested in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. Our available-for-sale portfolio also included ~~$883.4 million~~$2.6 billion in mortgage-backed securities issued by Ginnie Mae, Freddie Mac, ~~and~~ Fannie Mae ~~$30.9 million in U.S. Treasury securities~~ and ~~$26.7~~Municipal Housing Authorities and $175.7 million in debt securities issued by ~~government-sponsored enterprises (Federal Farm Credit Banks Funding~~the U.S Treasury and government agencies (US International Development Finance Corporation ~~callable~~ bonds).

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 $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 ~~are~~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, ~~2020,~~2021, we did not record any credit losses related to our investment securities portfolio.

Gross unrealized gains in our investment securities portfolio were $54.5 million and $19.0 million as of March 31, 2020 and December 31, 2019, respectively. Gross unrealized losses in our investment securities portfolio were $10.4 million and $24.0 million as of March 31, 2020 and December 31, 2019, respectively. The increase in unrealized gains in our investment securities portfolio was primarily due to lower market interest rates as of March 31, 2020, relative to December 31, 2019, resulting in a higher valuation. The increase in unrealized gain positions was primarily related to our mortgage-backed securities and collateralized mortgage obligations, the fair values of which are sensitive to changes in market interest rates.

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, ~~2020~~2021 and December 31, ~~2019,~~2020, we held ~~$34.1 million in~~ 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, ~~2020~~2021 and December 31, ~~2019:~~2020:

Loans and Leases

Table 11

March 31,

December 31,

March 31,

December 31,

(dollars in thousands)

2020

2019

2021

2020

Commercial and industrial

3,025,345

2,743,242

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

3,413,014

3,463,953

3,396,233

3,392,676

Construction

572,062

519,241

739,271

735,819

Residential:

Residential mortgage

3,673,455

3,768,936

3,715,676

3,690,218

Home equity line

891,698

893,239

805,746

841,624

Total residential

4,565,153

4,662,175

4,521,422

4,531,842

Consumer

1,568,073

1,620,556

1,283,779

1,353,842

Lease financing

236,623

202,483

238,148

245,411

Total loans and leases

13,380,270

13,211,650

13,300,289

13,279,097

Total loans and leases were ~~$13.4~~$13.3 billion as of March 31, ~~2020,~~2021, an increase of ~~$168.6~~$21.2 million or less than 1% from December 31, ~~2019~~2020 with increases in commercial and industrial loans, ~~construction~~commercial real estate loans and ~~lease financing.~~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 ~~$3.0~~$3.1 billion as of March 31, ~~2020,~~2021, an increase of ~~$282.1~~$101.9 million or ~~10%~~3% from December 31, ~~2019.~~2020. This increase was primarily due to ~~higher draws on lines~~an increase in PPP loans totaling $357.5 million, partially offset by ~~existing customers.~~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 ~~for owner occupied property is the~~ operating cash flow from the ~~business.~~business, respectively. Commercial real estate loans were $3.4 billion as of March 31, ~~2020, a decrease~~2021, an increase of ~~$50.9~~$3.6 million or 2%less than 1% from December ~~31, 2019. This decrease was primarily due to a payoff of a commercial real estate loan totaling $50 million during the three months ended March~~ 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 ~~$572.1~~$739.3 million as of March 31, ~~2020,~~2021, an increase of ~~$52.8~~$3.5 million or ~~10%~~less than 1% from December ~~31, 2019. The increase in construction loans stemmed from various disbursements of project loans during the three months ended March~~ 31, 2020.

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 LIBOR. Variable rate residential mortgage loans are underwritten at fully-indexed interest

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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 ~~$4.6~~$4.5 billion as of March 31, ~~2020,~~2021, a decrease of ~~$97.0~~$10.4 million or 2%less than 1% from December 31, ~~2019. Our portfolio of residential real estate loans declined~~2020. This decrease was primarily due to ~~the sale~~a decrease in home equity lines of ~~$132.0~~$35.9 million, partially offset by an increase in residential ~~mortgages.~~

~~Table~~mortgages of ~~Contents~~$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 ~~$1.6~~$1.3 billion as of March 31, ~~2020,~~2021, a decrease of ~~$52.5~~$70.1 million or 3%5% from December 31, ~~2019.~~2020. The decrease in consumer loans was primarily due to ~~lower credit card balances.~~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 ~~$236.6~~$238.1 million as of March 31, ~~2020, an increase~~2021, a decrease of ~~$34.1~~$7.3 million or ~~17%~~3% from December 31, ~~2019.~~2020. The ~~increase~~decrease in lease financing was ~~due to portfolio growth~~reflective of a weak demand for new business equipment and vehicles in ~~our commercial single investor leases.~~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, ~~2020~~2021 by rate type:

Loans and Leases by Rate Type

Table 12

Loans and Leases by Rate Type

Table 12

March 31, 2020

March 31, 2021

Adjustable Rate

Hybrid

Fixed

Adjustable Rate

Hybrid

Fixed

(dollars in thousands)

Prime

LIBOR

Treasury

Other

Total

Rate

Total

Prime

LIBOR

Treasury

Other

Total

Rate

Total

Commercial and industrial

287,580

2,317,785

—

2,780

2,608,145

14,332

402,868

3,025,345

196,587

1,381,487

—

1,544

1,579,618

35,047

1,506,771

3,121,436

Commercial real estate

37,412

2,033,623

341

949,453

3,020,829

72,444

319,741

3,413,014

232,559

1,924,462

324

851,333

3,008,678

125,698

261,857

3,396,233

Construction

42,890

407,431

30,771

481,127

403

90,532

572,062

66,708

536,528

28,096

631,360

3,474

104,437

739,271

Residential:

Residential mortgage

26,275

159,870

100,113

53,832

340,090

378,240

2,955,125

3,673,455

17,519

164,936

81,025

57,898

321,378

337,039

3,057,259

3,715,676

Home equity line

336,837

—

27,537

—

364,374

527,265

891,698

346,174

—

6,872

—

353,046

452,670

805,746

Total residential

363,112

159,870

127,650

53,832

704,464

905,505

2,955,184

4,565,153

363,693

164,936

87,897

57,898

674,424

789,709

3,057,289

4,521,422

Consumer

324,925

18,410

1,631

105

345,071

7,073

1,215,929

1,568,073

283,895

14,083

1,208

105

299,291

984,412

1,283,779

Lease financing

—

236,623

—

238,148

Total loans and leases

1,055,919

4,937,119

129,657

1,036,941

7,159,636

999,757

5,220,877

13,380,270

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, 2020

100

% 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, ~~2020~~2021 and December 31, ~~2019:~~2020:

Geographic Distribution of Loan and Lease Portfolio

Table 13

March 31, 2020

March 31, 2021

U.S.

Guam &

Foreign &

U.S.

Guam &

Foreign &

(dollars in thousands)

Hawaii

Mainland⁽¹⁾

Saipan

Other

Total

Hawaii

Mainland⁽¹⁾

Saipan

Other

Total

Commercial and industrial

1,386,563

1,435,382

154,431

48,969

3,025,345

1,984,919

905,124

219,130

12,263

3,121,436

Commercial real estate

2,238,310

761,158

413,280

266

3,413,014

2,179,458

816,665

399,909

201

3,396,233

Construction

266,816

300,545

4,701

—

572,062

367,376

365,721

6,174

—

739,271

Residential:

Residential mortgage

3,549,911

2,674

120,870

—

3,673,455

3,594,254

1,449

119,973

—

3,715,676

Home equity line

858,849

32,773

—

891,698

777,435

—

28,311

—

805,746

Total residential

4,408,760

2,750

153,643

—

4,565,153

4,371,689

1,449

148,284

—

4,521,422

Consumer

1,162,814

21,490

381,940

1,829

1,568,073

949,335

17,031

315,869

1,544

1,283,779

Lease financing

84,599

142,382

9,642

—

236,623

77,833

143,363

16,952

—

238,148

Total Loans and Leases

9,547,862

2,663,707

1,117,637

51,064

13,380,270

9,930,610

2,249,353

1,106,318

14,008

13,300,289

Percentage of Total Loans and Leases

71%

20%

100%

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										Table 14
	December 31, 2019										December 31, 2020
			U.S.		Guam &		Foreign &						U.S.		Guam &		Foreign &
(dollars in thousands)	Hawaii		Mainland⁽¹⁾		Saipan		Other		Total		Hawaii		Mainland⁽¹⁾		Saipan		Other		Total
Commercial and industrial	$	1,270,997	$	1,285,340	$	140,929	$	45,976	$	2,743,242	$	1,755,804	$	1,042,318	$	193,829	$	27,556	$	3,019,507
Commercial real estate		2,289,626		768,314		405,720		293		3,463,953		2,180,829		809,493		402,142		212		3,392,676
Construction		261,089		253,577		4,575		—		519,241		333,112		398,218		4,489		—		735,819
Residential:
Residential mortgage		3,642,251		2,708		123,977		—		3,768,936		3,568,827		1,662		119,729		—		3,690,218
Home equity line		861,079		78		32,082		—		893,239		811,964		—		29,660		—		841,624
Total residential		4,503,330		2,786		156,059		—		4,662,175		4,380,791		1,662		149,389		—		4,531,842
Consumer		1,202,762		22,521		393,045		2,228		1,620,556		1,001,868		18,993		331,255		1,726		1,353,842
Lease financing		85,842		110,630		6,011		—		202,483		80,670		149,934		14,807		—		245,411
Total Loans and Leases	$	9,613,646	$	2,443,168	$	1,106,339	$	48,497	$	13,211,650	$	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%		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.

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, participation in the Shared National Credits Program and selective commercial real estate projects based on existing customer relationships. Our lease financing portfolio includes commercial leveraged and single investor lease financing activities both in Hawaii and on the U.S. mainland. However, no new leveraged leases are being added to the ~~portfolio.~~portfolio and all remaining leveraged leases are running off. Our consumer lending activities are concentrated primarily in Hawaii and, to a smaller extent, in Guam and Saipan.

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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, ~~2020:~~2021:

Maturities for Selected Loan Categories⁽¹⁾

Table 15

March 31, 2020

March 31, 2021

Due in One

Due After One

Due After

Due in One

Due After One

Due After

(dollars in thousands)

Year or Less

to Five Years

Five Years

Total

Year or Less

to Five Years

Five Years

Total

Commercial and industrial

1,252,230

1,523,464

249,651

3,025,345

833,986

2,058,821

228,629

3,121,436

Construction

259,156

245,634

67,272

572,062

173,543

445,067

120,661

739,271

Total Selected Loans

1,511,386

1,769,098

316,923

3,597,407

1,007,529

2,503,888

349,290

3,860,707

Total of loans with:

Adjustable interest rates

1,390,529

1,475,538

223,205

3,089,272

897,901

1,058,949

254,128

2,210,978

Hybrid interest rates

371

6,878

7,486

14,735

131

29,390

9,000

38,521

Fixed interest rates

120,486

286,682

86,232

493,400

109,497

1,415,549

86,162

1,611,208

Total Selected Loans

1,511,386

1,769,098

316,923

3,597,407

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.

~~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 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, ~~2020~~2021 and December 31, ~~2019:~~2020:


Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More					Table 16						Table 16
	March 31,			December 31,			March 31,			December 31,
(dollars in thousands)	2020			2019			2021			2020
Non-Performing Assets
Non-Accrual Loans and Leases
Commercial Loans:
Commercial and industrial	$	32		$	32		$	593		$	518
Commercial real estate		—			30			937			80
Construction		2,422			—			579			2,043
Total Commercial Loans		2,454			62			2,109			2,641
Residential Loans:
Residential mortgage		4,472			5,406			6,999			6,441
Total Residential Loans		4,472			5,406			6,999			6,441
Total Non-Accrual Loans and Leases		6,926			5,468			9,108			9,082
Other Real Estate Owned ("OREO")		238			319			—			—
Total Non-Performing Assets	$	7,164		$	5,787		$	9,108		$	9,082

Accruing Loans and Leases Past Due 90 Days or More
Commercial Loans:
Commercial and industrial	$	4,007		$	1,429		$	1,365		$	2,108
Commercial real estate		757			1,013			1,054			882
Construction		148			2,367			89			93
Total Commercial Loans		4,912			4,809			2,508			3,083
Residential Loans:
Residential mortgage		82			74
Home equity line		2,566			2,995			4,975			4,818
Total Residential Loans		2,648			3,069			4,975			4,818
Consumer		3,353			4,272			2,024			3,266
Total Accruing Loans and Leases Past Due 90 Days or More	$	10,913		$	12,150		$	9,507		$	11,167

Restructured Loans on Accrual Status and Not Past Due 90 Days or More	$	17,823		$	14,493		$	39,831		$	16,684
Total Loans and Leases	$	13,380,270		$	13,211,650		$	13,300,289		$	13,279,097

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases		0.05	%		0.04	%		0.07	%		0.07	%
Ratio of Non-Performing Assets to Total Loans and Leases and OREO		0.05	%		0.04	%		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	%		0.14	%		0.14	%		0.15	%

Table 17 presents the activity in Non-Performing Assets (“NPAs”) for the three months ended March 31, ~~2020:~~2021:


Non-Performing Assets		Table 17		Table 17
	Three Months Ended March 31,
(dollars in thousands)	2020			Three Months Ended March 31, 2021
Balance at beginning of period	$	5,787	$	9,082
Additions		2,426		2,577
Reductions
Payments		(652)		(367)
Return to accrual status		(315)		(226)
Sales of other real estate owned		(82)
Transfers to loans held for sale				(1,840)
Charge-offs/write-downs				(118)
Total Reductions		(1,049)		(2,551)
Balance at end of period	$	7,164	$	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 ~~$7.2~~$9.1 million as of both March 31, ~~2020, an increase of $1.4 million or 24% from~~2021 and December 31, ~~2019.~~2020. The ratio of our NPAs to total loans and leases and other real estate owned was ~~0.05%~~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, ~~2020,~~2021, commercial real estate non-accrual loans were $0.9 million, an increase of ~~one basis point~~$0.9 million from December 31, ~~2019. The~~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 ~~total NPAs~~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 ~~$2.4~~$1.8 million ~~increase in construction non-accrual~~transfer to loans held for sale, partially offset by ~~a $0.9~~$0.3 million ~~decrease~~ in ~~residential mortgage non-accrual loans.~~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, ~~2020,~~2021, residential mortgage non-accrual loans were ~~$4.5~~$7.0 million, ~~a decrease~~an increase of ~~$0.9~~$0.6 million or ~~17%~~9% from December 31, ~~2019.~~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, ~~2020,~~2021, our residential mortgage non-accrual loans were comprised of 2837 loans with a weighted average current LTV ratio of ~~54%~~50%.

As of March 31, 2020, construction non-accrual loans were $2.4 million, an increase of $2.4 million or 100% from December 31, 2019. This increase was primarily due to the addition of one construction non-accrual loan of $2.2 million.

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 was $0.2 million which was comprised of one residential real estate property. As of December 31, 2019, other real estate owned was $0.3 million which was comprised of two residential real estate properties.

We experienced a higher level of NPAs as of March 31, 2020 as compared to December 31, 2019. However, this likely does not reflect the expected higher level of NPAs we may experience due to the economic impact to Hawaii as a result of COVID-19. We do expect to see higher levels of NPAs in the second quarter of 2020.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 ~~$10.9~~$9.5 million as of March 31, ~~2020,~~2021, a decrease of ~~$1.2~~$1.7 million or ~~10%~~15% as compared to December 31, ~~2019. Construction~~2020. Consumer loans and ~~consumer~~commercial and industrial loans that were past due 90 days or more and still accruing interest decreased by ~~$2.2~~$1.2 million and ~~$0.9~~$0.7 million, respectively, during the three months ended March 31, ~~2020.~~2021. This was partially offset by ~~an increase~~increases of ~~$2.6~~$0.2 million in commercial real estate loans and ~~industrial loans~~$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, ~~2020.~~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 ~~$25.4~~$49.2 million and ~~$20.6~~$25.8 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. These impaired loans had a related ACL of ~~$2.3~~$16.9 million and ~~$0.2~~$2.4 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The increase in impaired loans during the three months ended March 31, ~~2020~~2021 was ~~primarily~~ 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 ~~construction~~commercial real estate loans of ~~$3.1~~$1.4 million, ~~and $2.2 million, respectively,~~ partially offset by a decrease in ~~residential mortgage~~construction loans of ~~$0.5~~$0.7 million. The change in the impaired ~~loan~~loans balance ~~is further decreased by~~includes charge-offs and paydowns. ~~As of both~~For the three months ended March 31, ~~2020~~2021 and ~~December 31, 2019,~~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.

~~Table of Contents~~

If interest due on the balances of all non-accrual loans as of March 31, ~~2020~~2021 and ~~2019~~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, ~~and 2019.~~respectively. Actual interest income recorded on these loans was ~~nil~~$0.1 million for the three months ended March 31, ~~2020~~2021, compared to ~~$0.5 million~~nil for the same period in ~~2019.~~2020.

COVID-19 Financial Hardship Relief Programs

Certain borrowers ~~are currently~~have been unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, we have ~~begun to offer~~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 ~~are~~were available on a case-by-case basis, including ~~mortgage forbearance and~~payment deferrals for up to six months. For ~~PayAnyDay personal loans, automobile loans, and Business First Term~~certain consumer loans, loan assistance iswas being offered in the form of ~~loan~~payment deferrals for up to three months, which ~~extends~~extended the term of the loan by the number of months ~~deferred. Interest will continue~~deferred, and interest continued to accrue on the principal balance. For certain personal, small business, and home equity lines of credit, waivers of late fees are being offered. For consumer and business credit cards, deferral of payments with waiver of interest and fees for up to three months is being offered for existing customers. The short-term modifications ~~(e.g., six months or less)~~ for payment deferrals, ~~fee waivers,~~ 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. ~~Please see~~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 ~~U.S. Small Business Administration (“SBA”).~~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 ~~up to eight weeks of~~ payroll expenses, including employee benefits, and can also be used ~~to make mortgage interest, rent and utility payments. All~~for various other eligible expenses. PPP loans have a fixed interest rate of one percent per annum and a maturity date of ~~two~~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 ~~six~~loan forgiveness, 10 months ~~and interest~~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, ~~mortgage interest, rent~~ and ~~utility costs~~other eligible expenses incurred, ~~during the eight-week period,~~ subject to limitations, in accordance with the PPP and CARES ~~Act.~~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 ~~75%~~60% of loan proceeds on payroll costs, uses the loan proceeds for non-payroll costs that are not ~~related to mortgage interest, rent or utility payments,~~eligible expenses, or significantly reduces its employee count or compensation levels ~~by the end of the eight-week period,~~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 ~~a period~~the remaining term of ~~18 months.~~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 1820 presents information on loans whose terms have been modified in a TDR as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

Loans Modified in a Troubled Debt Restructuring

Table 18

Table 20

March 31,

December 31,

March 31,

December 31,

(dollars in thousands)

2020

2019

2021

2020

Commercial and industrial

8,011

4,919

4,583

2,298

Commercial real estate

678

692

7,635

7,126

Construction

716

—

Total commercial

8,689

5,611

12,934

9,424

Residential mortgage

9,807

10,487

11,929

7,553

Total residential

11,929

7,553

Consumer

15,763

—

Total

18,496

16,098

40,626

16,977

Loans modified in a TDR were ~~$18.5~~$40.6 million as of March 31, ~~2020,~~2021, an increase of ~~$2.4~~$23.6 million ~~or 15%~~ from December 31, ~~2019.~~2020. This increase was primarily due to ~~an increase~~increases in consumer loans of $15.8 million, residential mortgages of $4.4 million and commercial and industrial loans of ~~$3.1 million, partially offset by a decrease in residential mortgage loans of $0.7~~$2.3 million. As of March 31, ~~2020, $17.8~~2021, $39.8 million or ~~96%~~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 ~~begun to provide~~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 ~~changes~~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 1921 presents an analysis of our ACL for the periods indicated:


Allowance for Credit Losses					Table 19						Table 21
	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2020			2019			2021			2020
Balance at Beginning of Period	$	130,530		$	141,718		$	208,454		$	130,530
Adjustment to Adopt ASC Topic 326		770			—			—			770
After Adoption of ASC Topic 326		131,300			141,718			208,454			131,300
Loans and Leases Charged-Off
Commercial Loans:
Commercial and industrial		(201)			—			(963)			(201)
Lease financing		—			(24)
Commercial real estate								(66)			—
Total Commercial Loans		(201)			(24)			(1,029)			(201)
Residential Loans:
Residential mortgage								(98)			—
Home equity line		(8)			—			—			(8)
Total Residential Loans		(8)			—			(98)			(8)
Consumer		(8,597)			(8,598)			(6,541)			(8,597)
Total Loans and Leases Charged-Off		(8,806)			(8,622)			(7,668)			(8,806)
Recoveries on Loans and Leases Previously Charged-Off
Commercial Loans:
Commercial and industrial		220			37			215			220
Commercial real estate		—			31			3			—
Construction		110			—			166			110
Total Commercial Loans		330			68			384			330
Residential Loans:
Residential mortgage		135			218			17			135
Home equity line		122			32			24			122
Total Residential Loans		257			250			41			257
Consumer		2,083			2,452			2,655			2,083
Total Recoveries on Loans and Leases Previously Charged-Off		2,670			2,770			3,080			2,670
Net Loans and Leases Charged-Off		(6,136)			(5,852)			(4,588)			(6,136)
Provision for Credit Losses - Loans and Leases		40,849			5,680			(3,500)			40,849
Balance at End of Period	$	166,013		$	141,546		$	200,366		$	166,013
Average Loans and Leases Outstanding	$	13,191,426		$	13,073,708		$	13,242,270		$	13,191,426
Ratio of Net Loans and Leases Charged-Off to Average Loans and Leases Outstanding⁽¹⁾		0.19	%		0.18	%		0.14	%		0.19	%
Ratio of Allowance for Credit Losses for Loans and Leases to Loans and Leases Outstanding		1.24	%		1.07	%		1.51	%		1.24	%

(1)	Annualized for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

Tables 2022 and 2123 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, ~~2020~~2021 and December 31, ~~2019:~~2020:


Allocation of the Allowance for Credit Losses by Loan and Lease Category	Table 20						Table 22
	December 31,
	March 31,		December 31,		March 31,		December 31,
(dollars in thousands)	2020		2019		2021		2020
Commercial and industrial	$	20,884	$	28,975	$	27,322	$	24,711
Commercial real estate		42,838		22,325		51,691		58,123
Construction		8,824		4,844		10,552		10,039
Lease financing		851		424		3,197		3,298
Total commercial		73,397		56,568		92,762		96,171
Residential mortgage		30,021		29,303		38,471		40,461
Home equity line		6,556		9,876		6,668		7,163
Total residential		36,577		39,179		45,139		47,624
Consumer		56,039		34,644		62,465		64,659
Unallocated		—		139
Total Allowance for Credit Losses for Loans and Leases	$	166,013	$	130,530	$	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 21

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,

March 31,

December 31,

2021

2020

2019

Allocated

Loan

Allocated

Loan

Allocated

Loan

Allocated

Loan

ACL as

category as

ACL as

category as

ACL as

category as

ACL as

category as

% of loan or

% of total

% of loan or

% of total

% of loan or

% of total

% of loan or

% of total

lease

loans and

lease

loans and

lease category

loans and leases

lease category

loans and leases

category

leases

category

leases

Commercial and industrial

0.69

22.61

1.06

20.76

0.88

23.47

0.82

22.74

Commercial real estate

1.26

25.51

0.64

26.22

1.52

25.54

1.71

25.55

Construction

1.54

4.28

0.93

3.93

1.43

5.56

1.36

5.54

Lease financing

0.36

1.77

0.21

1.53

1.34

1.79

1.34

1.85

Total commercial

1.01

54.17

0.82

52.44

1.24

56.36

1.30

55.68

Residential mortgage

0.82

27.45

0.78

28.53

1.04

27.93

1.10

27.78

Home equity line

0.74

6.66

1.11

6.76

0.83

6.06

0.85

6.34

Total residential

0.80

34.11

0.84

35.29

1.00

33.99

1.05

34.12

Consumer

3.57

11.72

2.14

12.27

4.87

9.65

4.78

10.20

Total

1.24

100.00

0.99

100.00

1.51

100.00

1.57

100.00

As of March 31, ~~2020,~~2021, the ACL was ~~$166.0~~$200.4 million or ~~1.24%~~1.51% of total loans and leases outstanding, compared with an ACL of ~~$130.5~~$208.5 million or ~~0.99%~~1.57% of total loans and leases outstanding as of December 31, ~~2019.~~2020. The level of the ACL was commensurate with the adverse impacts that COVID-19 is ~~starting to have~~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 compared to $5.9~~2020. Net charge-offs in our commercial lending portfolio were $0.6 million ~~or 0.18% of total average loans and leases, on an annualized basis,~~ for the three months ended March 31, ~~2019.~~2021. Net recoveries in our commercial lending portfolio were $0.1 million ~~and nil~~ for the three months ended March 31, ~~2020 and 2019, respectively.~~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 ~~$0.3~~$6.5 million for the three months ended March 31, ~~2020~~2021 and 2019, respectively. 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 $6.5 million and $6.1 million for the three months ended March 31, 2020, ~~and 2019,~~ respectively. Net charge-offs in our consumer portfolio segment include those related to credit ~~card,~~cards, automobile loans, installment loans and small business lines of credit and reflect the inherent risk associated with these loans.

The ~~increase~~decrease in the ACL during the first quarter of ~~2020~~2021 was primarily due to lower expected credit losses in the ~~adverse economic impact that~~commercial real estate portfolio. However, we retained a COVID-19 ~~is having and is expected~~related overlay as a component of the ACL as Hawaii’s economy continues to continue to have on the global, national and local economies. Business closures and the ripple effect it has had and will continue to have on unemployment filings is expected to impact the ability of our borrowers to continue to remain current on their loans and leases.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 ~~where~~while their businesses have closed. We continue to closely monitor the ~~length and severity~~impact of ~~the shut-down of~~COVID-19 on our tourism industry and ~~stay-at-home orders. Once these measures are relaxed,~~the re-opening of the Hawaii economy under new guidelines. While we ~~expect that~~have begun to see and may continue to see a gradual improvement in unemployment as local ~~consumption of goods~~businesses and ~~services will begin~~the Hawaii tourism industry continues to ~~resume over an extended period of time. Additionally,~~reopen in 2021 and the COVID-19 vaccine becomes more widely administered, the timing and ~~significance~~extent of ~~any~~the return of air travel and the recovery of the Hawaii tourism industry is highly uncertain and ~~is dependent upon the number of cases declining around the globe.~~beyond our control.

As of March 31, ~~2020,~~2021, while the ~~higher~~ allocation of our ACL to our commercial, residential and consumer portfolio segments ~~and~~was slightly lower as compared to December 31, 2020, the ~~lower allocation to~~ACL was considered adequate based on our ~~residential portfolio segment (which is secured by real estate), is primarily due to~~ongoing analysis of estimated expected credit losses, ~~related~~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 ~~that it will have~~ 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, ~~2020~~2021 and December 31, ~~2019.~~2020. Our goodwill originated from the acquisition of the Company by ~~BNPP~~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. ~~Goodwill~~

The Company’s policy is ~~not amortized but is subject, at a minimum,~~ to ~~annual tests~~assess goodwill for impairment at athe reporting unit ~~level. Determining the amount of goodwill impairment,~~level on an annual basis or between annual assessments if ~~any, includes assessing~~a triggering event occurs or circumstances change that would more likely than not reduce the fair value of ~~the~~a reporting unit ~~and comparing it to~~below its carrying amount. Impairment is the condition that exists when the carrying amount of ~~the~~a reporting ~~unit.~~unit exceeds its fair value. There was no impairment in our goodwill for the three months ended March 31, ~~2020.~~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 and other intangible assets.~~

goodwill.

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Other Assets

Other assets were ~~$594.4~~$567.9 million as of March 31, ~~2020, an increase~~2021, a decrease of ~~$103.9~~$35.6 million or ~~21%~~6% from December 31, ~~2019.~~2020. This ~~increase~~decrease was primarily due to a ~~$95.2~~$49.7 million ~~increase~~decrease in interest rate swap agreements, ~~a $32.2 million increase in prepaid assets,~~ partially offset by a ~~$10.5~~$13.7 million ~~decrease~~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 2224 presents the composition of our deposits as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:


Deposits				Table 22				Table 24
	March 31,		December 31,		March 31,		December 31,
(dollars in thousands)	2020		2019		2021		2020
Demand	$	5,745,539	$	5,880,072	$	8,175,075	$	7,522,114
Savings		5,213,471		4,998,933		6,141,161		6,020,075
Money Market		3,148,694		3,055,832		3,642,604		3,337,236
Time		2,912,298		2,510,157		2,174,841		2,348,298
Total Deposits⁽¹⁾	$	17,020,002	$	16,444,994	$	20,133,681	$	19,227,723

(1)	Public deposits were ~~$1.6~~$1.4 billion as of March 31, ~~2020, an increase~~2021, a decrease of ~~$555.2~~$269.1 million or ~~55%~~16% compared to December 31, ~~2019.~~2020.

Total deposits were ~~$17.0~~$20.1 billion as of March 31, ~~2020,~~2021, an increase of ~~$575.0~~$906.0 million or 3%5% from December 31, ~~2019.~~2020. The increase in deposit balances stemmed primarily from a ~~$424.9~~$634.7 million increase in ~~public time~~non-public demand deposit balances, a ~~$214.5~~$348.4 million increase in non-public savings deposit balances and a ~~$92.9~~$305.4 million increase in non-public money market deposit balances, partially offset by a ~~$134.5~~$227.3 million decrease in ~~demand~~public savings deposit balances. ~~The increase in public time deposits stemmed from the Company increasing its~~We increased our liquidity position in anticipation of a surge in funding needs, primarily due to our participation in the ~~PPP and other additional liquidity needs.~~PPP.

~~Short-term and~~ Long-term Borrowings

Short-term borrowings were $400.0 million as of both March 31, 2020 and December 31, 2019. These short-term FHLB fixed-rate advances have a weighted average interest rate of 2.84% and maturity dates in 2020.

Long-term borrowings were $200.0 million as of both March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The ~~Company's~~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 ~~$1.8~~$2.0 billion. The FHLB ~~fixed rate~~fixed-rate advances and remaining borrowing capacity were secured by residential real estate loan collateral as of March 31, ~~2020~~2021 and December 31, ~~2019.~~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.

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Pension and postretirement benefit plan obligations, net of pension plan assets, were ~~$122.0~~$127.6 million as of March 31, ~~2020,~~2021, a nominal increase from December 31, ~~2019.~~2020. This increase was primarily due to net periodic benefit costs for the three months ended March 31, ~~2020~~2021 of ~~$2.2~~$2.6 million, offset by payments of ~~$2.2~~$2.1 million.

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See “Note ~~16.~~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 were approximately $163.5 million to Canada. As of December 31, 2019, aggregate cross-border outstandings in countries which amounted to 0.75% to 1% of our total consolidated assets were approximately $174.7 million to Japan and $162.1 million to Canada. Thereassets. Additionally, there were no cross-border outstandings in excess of 1% of our total consolidated assets as of both March 31, ~~2020~~2021 and December 31, ~~2019.~~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:

●

4.5% CET1 capital to risk-weighted assets,

●

6.0% Tier 1 capital (that is, CET1 capital plus Additional Tier 1 capital) to risk-weighted assets,

●

8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets, and

●

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% ~~CET1to~~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, ~~2020,~~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 2325 below. There have been no conditions or events since March 31, ~~2020~~2021 that management believes have changed either the Company’s or the Bank’s capital classifications.

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Regulatory Capital					Table 23						Table 25

	March 31,			December 31,			March 31,			December 31,
(dollars in thousands)	2020			2019			2021			2020
Stockholders' Equity	$	2,664,685		$	2,640,258		$	2,683,630		$	2,744,104
Less:
Goodwill		995,492			995,492			995,492			995,492
Accumulated other comprehensive income (loss), net		4,129			(31,749)
Accumulated other comprehensive (loss) income, net								(43,435)			31,604
Common Equity Tier 1 Capital and Tier 1 Capital	$	1,665,064		$	1,676,515		$	1,731,573		$	1,717,008
Add:
Allowable Reserve for Loan and Lease Losses and Unfunded Commitments		178,711			131,130
Qualifying allowance for credit losses and reserve for unfunded commitments								169,681			172,950
Total Capital	$	1,843,775		$	1,807,645		$	1,901,254		$	1,889,958
Risk-Weighted Assets	$	14,292,355		$	14,110,799		$	13,509,716		$	13,769,885

Key Regulatory Capital Ratios
Common Equity Tier 1 Capital Ratio		11.65	%		11.88	%		12.82	%		12.47	%
Tier 1 Capital Ratio		11.65	%		11.88	%		12.82	%		12.47	%
Total Capital Ratio		12.90	%		12.81	%		14.07	%		13.73	%
Tier 1 Leverage Ratio		8.63	%		8.79	%		7.90	%		8.00	%

Total stockholders’ equity was $2.7 billion as of March 31, ~~2020, an increase~~2021, a decrease of ~~$24.4~~$60.5 million or 1%2% from December 31, ~~2019.~~2020. The ~~increase~~decrease in stockholders’ equity was primarily due to ~~earnings for the period of $38.9 million and~~ a net ~~change~~unrealized loss in the fair value of our investment securities of ~~$36.0 million. This was partially offset by~~$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 ~~cumulative effect adjustment~~period of ~~a change in accounting principle of $12.5 million and common stock repurchased of $5.0~~$57.7 million during the three months ended March 31, ~~2020.~~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 ~~2020,~~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 ~~5, 2020~~4, 2021 to shareholders of record at the close of business on May ~~26, 2020.~~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 inon 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, ~~2020~~2021 and December 31, ~~2019,~~2020, the unpaid principal balance of our portfolio of residential mortgage loans sold was ~~$2.4~~$2.0 billion and ~~$2.3~~$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

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ended March 31, ~~2020,~~2021, there ~~was one repurchase of a~~were two residential mortgage loan ~~of $0.3~~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, ~~2020,~~2021, we had no repurchase requests related to loan servicing activities, nor were there any pending repurchase requests as of March 31, ~~2020.~~2021.

Although ~~to date~~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, ~~2020,~~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, ~~2020, 99%~~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, ~~2019.~~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, ~~2020,~~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.

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Management has identified three categories of loans that we use to develop our systematic methodology to determine the ~~Allowance:~~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 ~~$349,000.~~$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

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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, ~~2020~~2021 and December 31, ~~2019,~~2020, 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 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 2426 presents, for the twelve months subsequent to March 31, ~~2020~~2021 and December 31, ~~2019,~~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 isand interest rates are generally unchanged. We evaluate the sensitivity by using a static forecast, where the balance sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 are held constant.

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Net Interest Income Sensitivity Profile - Estimated Percentage Change Over 12 Months		Table 24								Table 26
		Static Forecast				Static Forecast				Static Forecast				Static Forecast
	March 31, 2020				December 31, 2019				March 31, 2021				December 31, 2020
Ramp Change in Interest Rates (basis points)
+100			4.5	%			4.0	%			6.3	%			6.4	%
+50			2.2				1.9				3.2				3.2
(50)			(2.1)				(2.3)				(1.6)				(1.7)
(100)			(4.1)				(4.4)				(2.4)				(2.5)

Immediate Change in Interest Rates (basis points)
+100			10.3	%			8.9	%			12.4	%			12.4	%
+50			5.0				4.4				6.3				6.3
(50)			(5.2)				(4.9)				(2.9)				(3.0)
(100)			(8.9)				(9.6)				(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, ~~2020,~~2021, our net interest income sensitivity profile is ~~more sensitive~~relatively unchanged in higher ~~interest rate scenarios~~ and ~~generally less sensitive in~~ lower interest rate scenarios as compared to similar forecasts as of December 31, ~~2019.~~2020. The sensitivity ~~impacts~~outcomes described above are primarily due to ~~lower~~the impact of holding a larger federal funds position being offset by market interest rates being higher as of March 31, ~~2020~~2021 as compared with December 31, ~~2019, which~~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 and reinvestments which occur at lower rates.~~securities. Because market interest rates ~~have been approaching~~remain near an interest rate floor, this dampens the impact of athe lower interest rate ~~scenario of 100 basis points~~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~~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.

~~We also analyze the historical sensitivity~~76

Table 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 bearing assets and liabilities into maturity categories and measures the “gap” between maturing assets and liabilities in each category.Contents

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

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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 ~~12.~~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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~~Critical Accounting Policies~~

Our interim consolidated financial statements were prepared in accordance with GAAP and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in “Note 1. Organization and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in our Form 10-K for the year ended December 31, 2019. Application of these principles requires us to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the consolidated financial statements. These factors include among other things, whether the policy requires management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our consolidated financial statements are those that are related to the determination of the ACL, fair value estimates, pension and postretirement benefit obligations and income taxes. An updated discussion of the ACL is presented below as a result of our adoption of the CECL standard on January 1, 2020.

~~Allowance for Credit Losses~~

Management's evaluation of the adequacy of the ACL is often the most critical of accounting estimates for a financial institution. Our determination of the amount of the ACL is a critical accounting estimate as it requires significant reliance on the accuracy of credit risk ratings on individual borrowers, the use of estimates and significant judgment as to the amount and timing of expected future cash flows on impaired loans, significant reliance on estimated loss rates on portfolios and consideration of our quantitative and qualitative evaluation of macro-economic factors and trends. While our methodology in establishing the ACL attributes portions of the ACL to the commercial, residential real estate and consumer portfolio segments, the entire ACL is available to absorb credit losses in the total loan and lease portfolio.

The ACL is a valuation account that is deducted from the amortized cost basis of loans and leases to present the net amount expected to be collected from loans and leases. Loans and leases are charged-off against the ACL when management believes the uncollectibility of a loan or lease balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Changes in the ACL and, therefore, in the related Provision, can materially affect net income. In applying the judgment and review required to determine the ACL, management considers changes in economic conditions, customer behavior, and collateral value, among other factors. From time to time, economic factors or business decisions may affect the composition and mix of the loan and lease portfolio, causing management to increase or decrease the ACL.

~~The following are some of the significant judgments and inherent limitations which affect the estimate of the ACL:~~

●

~~The Accuracy of Internal Credit Risk Ratings, Monitoring of Loans Past Due and Delinquency Trends.~~ The ACL related to our commercial portfolio segment is generally most sensitive to the accuracy of internal credit risk ratings assigned to each borrower. Commercial loan risk ratings are evaluated based on each situation by experienced senior credit officers and are subject to periodic review by an independent internal team of credit specialists.

●

~~Data.~~ We have applied considerable judgments about the sufficiency and applicability of our internal data to provide an accurate view of historical loss information. For each of our portfolio segments we have examined between 8 and 12 years of historical data. For many of our residential real estate and consumer loan classes, we have assumed that the historical loss period observed is sufficient to capture a full credit loss cycle and that the credit loss exposures observed over this historical loss period are representative of those for which we will be making estimates of future expected credit losses under CECL. In making this assumption, we have relied on the fact that the historical loss period incorporated the most recent observed recessionary period as well as the subsequent period of sustained recovery and growth.

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●

~~Reasonable and Supportable Forecast Period.~~ For contractual periods which extend beyond the one-year reasonable and supportable forecast period, management elected an immediate reversion to the mean approach. Management will continue to assess whether a one-year reasonable and supportable forecast period is appropriate. Changes to the economic environment and uncertainty with regards to the timing and extent of an economic recovery may result in management decreasing or increasing the current reasonable and supportable forecast period.

●

~~Qualitative Adjustments to the Reasonable and Supportable Forecast Period.~~ The Bank’s economic forecast team meets to discuss possible qualitative adjustments that should be considered in estimating the ACL. These qualitative adjustments could be attributable to forecasted levels of employment, visitor arrivals and spending, interest rates and real estate prices. Various economic forecasts ranging from mild, medium to severe are evaluated to forecast losses over the reasonable and supportable forecast period. Such qualitative adjustments are highly subjective and are a result of significant management judgment and estimation.

●

~~Identification and Measurement of Individually Assessed Loans, including Loans Modified in a TDR.~~ Our experienced senior credit officers may consider a loan impaired based on their evaluation of current information and events, including loans modified in a TDR. The measurement of impairment is typically based on an analysis of the present value of expected future cash flows. The development of these expectations requires significant management judgment and estimation.

~~See “Note 1. Organization and Basis of Presentation” and “Note 4. Allowance for Credit Losses” in the notes to the interim consolidated financial statements for more information on the ACL.~~

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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, ~~2020.~~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, ~~2020.~~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, ~~2020~~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

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.

ITEM 1A. RISK FACTORS

~~In light of recent developments relating to COVID-19, the Company is supplementing its risk factors contained in~~ Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on February ~~27, 2020. The following~~25, 2021 contain a discussion of our risk ~~factors should be read in conjunction with the risk factors in the Annual Report on Form 10-K.~~factors. Except ~~as the below risk factor supplements those described in the Annual Report on Form 10-K and otherwise~~ 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, ~~2019.~~

The Coronavirus Disease (COVID-19) pandemic and measures intended to prevent its spread are adversely affecting us and our customers, counterparties, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects could be significant and difficult to predict.

The spread of COVID-19 has created a global public health crisis that has resulted in widespread volatility, uncertainty and deteriorations in business, economic, and market conditions. The extent of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and on our business, results of operations, and prospects will depend on a number of evolving factors, including:2020.

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The duration, extent, and severity of the pandemic. COVID-19 does not yet appear to be contained and could affect significantly more households and businesses. The duration and severity of the pandemic continue to be impossible to predict.

•

~~The response of governmental and nongovernmental authorities.~~ Both domestic and international governments have taken extraordinary measures in an effort to contain the spread of COVID-19. These measures have primarily been directed toward curtailing household and business activity and include, among other things, travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. These actions have a particularly meaningful impact on the travel and tourism industry, which is significant in a number of our key markets. For example, in Hawaii, our primary market, the Governor of the State of Hawaii became the first in the nation to enact an emergency order requiring that all individuals, both residents and visitors, arriving or returning to the State of Hawaii to a mandatory 14-day self-quarantine, essentially bringing the Hawaii tourism industry to a halt. Subsequently, this stay-at-home order has been extended to May 31, 2020, prolonging the slowdown in business and economic activity amid uncertainty regarding the containment or otherwise of COVID-19.

•

~~The effect on economies and markets.~~ Whether the actions of governmental and nongovernmental authorities will be successful in mitigating the adverse effects of COVID-19 is unclear. To date, these measures have contributed to a significant increase in unemployment, a reduction in consumer confidence and spending, and significant volatility in equity markets, as well as a general downturn in business activity. All of these impacts have had, and could continue to have, a significant impact on asset values in Hawaii or credit defaults among our borrowers. While the United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

•

~~The decline in interest rates.~~ Governmental actions are meaningfully influencing the interest-rate environment, which could adversely affect our results of operations and financial condition. For example, interest rates have also recently experienced a significant decline. On March 3, 2020, the 10-year Treasury yield fell below 1.00% for the first time, and the Federal Reserve reduced the target federal funds rate by 50 basis points to a range of 1.00% to 1.25%. On March 15, 2020, the Federal Reserve further reduced the target federal funds rate by 100 basis points to a range of 0.00% to 0.25% and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. Additionally, the Federal Reserve reduced the interest that it pays on excess reserves from 1.60% to 1.10% on March 3, 2020, and then further to 0.10% on March 15, 2020. These reductions in interest rates, especially if prolonged, may adversely affect our net interest income, margins and profitability and therefore our financial prospects and results.

•

~~The disruption to our business.~~ As a result of the various restrictions being implemented by governments to contain the spread of COVID-19, we have experienced, and expect to continue to experience, significant disruption to our business and processes. Such disruptions include a significant portion of our employees transitioning to working from home. These changes to the delivery of our services increase the risk of operational failures and the risk of cyberfraud given the increase in online and remote activity. Such risks, should they materialize, may impact our reputation, increase our costs and adversely impact our business, financial position, results of operations, and prospects.

We are unable to estimate the impact of COVID-19 on our business and operations at this time. Should it continue for an extended period or increase in severity, the pandemic could cause us to experience higher credit losses in our lending portfolio, impairment of our goodwill and other financial assets, further reduced demand for our products and services, and other negative impacts on our financial position, results of operations, and prospects. Sustained adverse effects may also prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements or result in downgrades in our credit ratings.

In April, 2020, we announced programs to support customers, employees, and communities during the COVID-19 pandemic. These programs may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of COVID-19 on our customers, may adversely affect our business and results of operations more substantially over a longer period of time. Furthermore, in an effort to support our communities during the pandemic, we are participating in the PPP under the CARES Act by making loans to small businesses that are subject to the terms and conditions of the PPP. We face increased risks related to non-compliance by borrowers with the terms of

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the PPP. Additionally, we face risk on PPP loans if there is a deficiency in the manner in which the loan was originated, funded or serviced by us, such as an issue with the eligibility of a borrower to receive a PPP loan or the amount of such loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. If the SBA determines there is a deficiency, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us. If borrowers under PPP loans fail to qualify for loan forgiveness, we are at the heightened risk of holding such loans at unfavorable interest rates with no collateral and no guarantors.

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, ~~2020:~~2021:

Issuer Purchases of Equity Securities

Total Number of

Approximate Dollar

Total Number of

Approximate Dollar

Shares Purchased

Value of Shares

Shares Purchased

Value of Shares

Total Number

Average

as Part of Publicly

that May Yet Be

Total Number

Average

as Part of Publicly

that May Yet Be

of Shares

Price Paid

Announced Plans or

Purchased Under the

of Shares

Price Paid

Announced Plans or

Purchased Under the

Period

Purchased¹

per Share

Programs

Plans or Programs²

Purchased¹

per Share

Programs

Plans or Programs²

January 1, 2020 through January 31, 2020

80,000,000

February 1, 2020 through February 29, 2020

80,000,000

March 1, 2020 through March 31, 2020

274,120

21.64

217,759

75,000,013

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

274,120

21.64

217,759

426,429

27.94

332,464

(1)	Includes ~~56,361~~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, ~~2020.~~2021.

(2)

In ~~January 2020,~~February 2021, the Company announced a stock repurchase program for up to ~~$80~~$75 million of its outstanding common stock during ~~2020.~~2021. As of March 31, ~~2020, $75.0~~2021, $65.5 million remained of the ~~$80~~$75 million total repurchase amount authorized under the stock repurchase program for ~~2020.~~2021. The timing and amount of stock repurchases are influenced by various internal and external factors. In April 2020, the Company’s Board of Directors voted to suspend the stock repurchase program. The Company retains the ability to reinstate its stock repurchase program as the Board of Directors determines.

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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, 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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH	Inline XBRL Taxonomy Extension Schema 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)

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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 ~~8, 2020~~3, 2021		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)

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	Prior to the		Adjustment
	Adoption of		to Adopt		After Adoption of
(dollars in thousands)	ASC Topic 326		ASC Topic 326		ASC Topic 326
Assets:
Allowance for Credit Losses - Loans and Leases	$	130,530	$	770	$	131,300
Liabilities:
Reserve for Unfunded Commitments⁽¹⁾		600		16,300		16,900
Pretax Cumulative Effect Adjustment of a Change in Accounting Principle				17,070
Less: Income Taxes				(4,553)
Cumulative-Effect Adjustment of a Change in Accounting Principle, Net of Tax			$	12,517


	March 31, 2020				January 1, 2020
	Nonaccrual
	Loans
	and Leases
	With No		Nonaccrual		Nonaccrual
	Allowance		Loans		Loans
(dollars in thousands)	for Credit Losses		and Leases		and Leases
Commercial and industrial	$	—	$	32	$	32
Commercial real estate		—		—		30
Construction		—		2,422		—
Residential mortgage		806		4,472		5,406
Total Nonaccrual Loans and Leases	$	806	$	6,926	$	5,468