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BOH_2014.03.31_10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
ý              Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period
    ended March 31, 2014
 
or
 
o                 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: 1-6887
 
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
99-0148992
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
130 Merchant Street, Honolulu, Hawaii
 
96813
(Address of principal executive offices)
 
(Zip Code)
 1-888-643-3888
(Registrant’s telephone number, including area code)
 
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 ý  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o  No ý
 
As of April 15, 2014, there were 44,429,905 shares of common stock outstanding.


Bank of Hawaii Corporation
Form 10-Q
Index
 
 
 
Page
 
 
 
Part I - Financial Information
 
 
 
 
Item 1.
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

1

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
 
Three Months Ended
 
March 31,
(dollars in thousands, except per share amounts)
2014

 
2013

Interest Income
 

 
 

Interest and Fees on Loans and Leases
$
63,526

 
$
62,820

Income on Investment Securities
 
 
 
Available-for-Sale
10,760

 
15,851

Held-to-Maturity
27,889

 
19,854

Deposits
3

 
3

Funds Sold
137

 
59

Other
302

 
284

Total Interest Income
102,617

 
98,871

Interest Expense
 

 
 

Deposits
2,358

 
2,646

Securities Sold Under Agreements to Repurchase
6,397

 
7,005

Funds Purchased
3

 
22

Long-Term Debt
626

 
638

Total Interest Expense
9,384

 
10,311

Net Interest Income
93,233

 
88,560

Provision for Credit Losses
—

 
—

Net Interest Income After Provision for Credit Losses
93,233

 
88,560

Noninterest Income
 

 
 

Trust and Asset Management
11,852

 
11,886

Mortgage Banking
2,005

 
6,411

Service Charges on Deposit Accounts
8,878

 
9,301

Fees, Exchange, and Other Service Charges
12,939

 
11,934

Investment Securities Gains, Net
2,160

 
—

Insurance
2,123

 
2,325

Bank-Owned Life Insurance
1,602

 
1,297

Other
3,209

 
4,624

Total Noninterest Income
44,768

 
47,778

Noninterest Expense
 

 
 

Salaries and Benefits
46,897

 
48,675

Net Occupancy
9,417

 
9,635

Net Equipment
4,603

 
4,577

Data Processing
3,649

 
3,266

Professional Fees
2,260

 
2,226

FDIC Insurance
2,076

 
1,949

Other
14,645

 
14,059

Total Noninterest Expense
83,547

 
84,387

Income Before Provision for Income Taxes
54,454

 
51,951

Provision for Income Taxes
15,862

 
15,971

Net Income
$
38,592

 
$
35,980

Basic Earnings Per Share
$
0.87

 
$
0.81

Diluted Earnings Per Share
$
0.87

 
$
0.81

Dividends Declared Per Share
$
0.45

 
$
0.45

Basic Weighted Average Shares
44,193,267

 
44,545,092

Diluted Weighted Average Shares
44,420,349

 
44,686,632

 
The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

2

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Three Months Ended
March 31,
 
 
(dollars in thousands)
 
2014

 
2013

Net Income
 
$
38,592

 
$
35,980

Other Comprehensive Income (Loss), Net of Tax:
 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities
 
6,271

 
(9,641
)
Defined Benefit Plans
 
156

 
78

Total Other Comprehensive Income (Loss)
 
6,427

 
(9,563
)
Comprehensive Income
 
$
45,019

 
$
26,417

 
The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

3

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Condition (Unaudited)
(dollars in thousands)
March 31,
2014

 
December 31,
2013

Assets
 

 
 

Interest-Bearing Deposits
$
4,085

 
$
3,617

Funds Sold
382,154

 
271,414

Investment Securities
 

 
 

Available-for-Sale
2,188,064

 
2,243,697

     Held to Maturity (Fair Value of $4,774,032 and $4,697,587)
4,777,494

 
4,744,519

Loans Held for Sale
2,437

 
6,435

Loans and Leases
6,209,857

 
6,095,387

Allowance for Loan and Lease Losses
(114,126
)
 
(115,454
)
Net Loans and Leases
6,095,731

 
5,979,933

Total Earning Assets
13,449,965

 
13,249,615

Cash and Noninterest-Bearing Deposits
159,079

 
188,715

Premises and Equipment
107,323

 
108,636

Accrued Interest Receivable
46,431

 
43,930

Foreclosed Real Estate
3,450

 
3,205

Mortgage Servicing Rights
27,378

 
28,123

Goodwill
31,517

 
31,517

Other Assets
437,975

 
430,539

Total Assets
$
14,263,118

 
$
14,084,280

 
 
 
 
Liabilities
 

 
 

Deposits
 

 
 

Noninterest-Bearing Demand
$
3,679,410

 
$
3,681,128

Interest-Bearing Demand
2,378,414

 
2,355,608

Savings
4,515,026

 
4,560,150

Time
1,471,623

 
1,317,770

Total Deposits
12,044,473

 
11,914,656

Funds Purchased
9,982

 
9,982

Short-Term Borrowings
375

 
—

Securities Sold Under Agreements to Repurchase
797,213

 
770,049

Long-Term Debt
174,695

 
174,706

Retirement Benefits Payable
35,111

 
34,965

Accrued Interest Payable
5,743

 
4,871

Taxes Payable and Deferred Taxes
45,811

 
34,907

Other Liabilities
120,811

 
128,168

Total Liabilities
13,234,214

 
13,072,304

Shareholders’ Equity
 

 
 

Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: March 31, 2014 - 57,620,212 / 44,467,593
and December 31, 2013 - 57,480,846 / 44,490,385)
573

 
572

Capital Surplus
524,912

 
522,505

Accumulated Other Comprehensive Loss
(25,396
)
 
(31,823
)
Retained Earnings
1,170,068

 
1,151,754

Treasury Stock, at Cost (Shares: March 31, 2014 - 13,152,619
and December 31, 2013 - 12,990,461)
(641,253
)
 
(631,032
)
Total Shareholders’ Equity
1,028,904

 
1,011,976

Total Liabilities and Shareholders’ Equity
$
14,263,118

 
$
14,084,280

 The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

4

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Equity (Unaudited)
(dollars in thousands)
Common
Shares Outstanding

 
Common Stock

 
Capital
Surplus

 
Accum.
Other
Compre-
hensive
Income
(Loss)

 
Retained Earnings

 
Treasury Stock

 
Total

Balance as of December 31, 2013
44,490,385

 
$
572

 
$
522,505

 
$
(31,823
)
 
$
1,151,754

 
$
(631,032
)
 
$
1,011,976

Net Income
—

 
—

 
—

 
—

 
38,592

 
—

 
38,592

Other Comprehensive Income
—

 
—

 
—

 
6,427

 
—

 
—

 
6,427

Share-Based Compensation
—

 
—

 
1,808

 
—

 
—

 
—

 
1,808

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
222,762

 
1

 
599

 
—

 
(205
)
 
4,063

 
4,458

Common Stock Repurchased
(245,554
)
 
—

 
—

 
—

 
—

 
(14,284
)
 
(14,284
)
Cash Dividends Paid ($0.45 per share)
—

 
—

 
—

 
—

 
(20,073
)
 
—

 
(20,073
)
Balance as of March 31, 2014
44,467,593

 
$
573

 
$
524,912

 
$
(25,396
)
 
$
1,170,068

 
$
(641,253
)
 
$
1,028,904

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2012
44,754,835

 
$
571

 
$
515,619

 
$
29,208

 
$
1,084,477

 
$
(608,210
)
 
$
1,021,665

Net Income
—

 
—

 
—

 
—

 
35,980

 
—

 
35,980

Other Comprehensive Loss
—

 
—

 
—

 
(9,563
)
 
—

 
—

 
(9,563
)
Share-Based Compensation
—

 
—

 
1,280

 
—

 
—

 
—

 
1,280

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
277,927

 
1

 
428

 
—

 
(1,553
)
 
6,395

 
5,271

Common Stock Repurchased
(171,427
)
 
—

 
—

 
—

 
—

 
(8,299
)
 
(8,299
)
Cash Dividends Paid ($0.45 per share)
—

 
—

 
—

 
—

 
(20,230
)
 
—

 
(20,230
)
Balance as of March 31, 2013
44,861,335

 
$
572

 
$
517,327

 
$
19,645

 
$
1,098,674

 
$
(610,114
)
 
$
1,026,104

The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

5

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
Three Months Ended
 
March 31,
(dollars in thousands)
2014

 
2013

Operating Activities
 

 
 

Net Income
$
38,592

 
$
35,980

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 

 
 

Depreciation and Amortization
3,085

 
3,107

Amortization of Deferred Loan and Lease Fees
(482
)
 
(753
)
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
12,157

 
15,848

Share-Based Compensation
1,808

 
1,280

Benefit Plan Contributions
(326
)
 
(345
)
Deferred Income Taxes
4,482

 
134

Net Gains on Sales of Loans and Leases
(821
)
 
(8,586
)
Net Gains on Investment Securities
(2,160
)
 
—

Proceeds from Sales of Loans Held for Sale
39,206

 
231,026

Originations of Loans Held for Sale
(34,390
)
 
(226,325
)
Tax Benefits from Share-Based Compensation
(353
)
 
(451
)
Net Change in Other Assets and Other Liabilities
(11,557
)
 
(23,036
)
Net Cash Provided by Operating Activities
49,241

 
27,879

 
 
 
 
Investing Activities
 

 
 

Investment Securities Available-for-Sale:
 

 
 

Proceeds from Prepayments and Maturities
82,737

 
302,190

Proceeds from Sales
10,735

 
—

Purchases
(31,268
)
 
(246,146
)
Investment Securities Held-to-Maturity:
 

 
 

Proceeds from Prepayments and Maturities
177,352

 
283,023

Purchases
(216,533
)
 
(296,836
)
Net Change in Loans and Leases
(116,377
)
 
69,411

Premises and Equipment, Net
(1,772
)
 
(2,946
)
Net Cash Provided by (Used in) Investing Activities
(95,126
)
 
108,696

 
 
 
 
Financing Activities
 

 
 

Net Change in Deposits
129,817

 
(277,622
)
Net Change in Short-Term Borrowings
27,539

 
44,771

Proceeds from Long-Term Debt
—

 
50,000

Tax Benefits from Share-Based Compensation
353

 
451

Proceeds from Issuance of Common Stock
4,105

 
4,863

Repurchase of Common Stock
(14,284
)
 
(8,299
)
Cash Dividends Paid
(20,073
)
 
(20,230
)
Net Cash Provided by (Used in) Financing Activities
127,457

 
(206,066
)
 
 
 
 
Net Change in Cash and Cash Equivalents
81,572

 
(69,491
)
Cash and Cash Equivalents at Beginning of Period
463,746

 
352,861

Cash and Cash Equivalents at End of Period
$
545,318

 
$
283,370

Supplemental Information
 

 
 

Cash Paid for Interest
$
8,512

 
$
9,316

Cash Paid for Income Taxes
1,353

 
6,038

Non-Cash Investing Activities:
 

 
 

Transfer from Loans to Foreclosed Real Estate
982

 
1,356

 
The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

6

Bank of Hawaii Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii.  Bank of Hawaii Corporation and its subsidiaries (collectively, the “Company”) provide a broad range of financial products and services to customers in Hawaii, Guam, and other Pacific Islands.  The Parent’s principal and only operating subsidiary is Bank of Hawaii (the “Bank”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“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 consolidated financial statements reflect normal recurring adjustments necessary for a fair presentation of the results for the interim periods.

Certain prior period information has been reclassified to conform to the current period presentation.

These statements 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, 2013.  Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.  Actual results may differ from those estimates and such differences could be material to the financial statements.

Accounting Standards Adopted in 2014

In July 2013, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. The Company adopted the provisions of ASU No. 2013-11 effective January 1, 2014. The adoption of ASU No. 2013-11 had no impact on the Company's Consolidated Financial Statements.

Accounting Standards Pending Adoption

In January 2014, the FASB issued ASU No. 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects." ASU No. 2014-01 permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. This new guidance also requires new disclosures for all investors in these projects. ASU No. 2014-01 is effective for interim and annual reporting periods beginning after December 15, 2014. Upon adoption, the guidance must be applied retrospectively to all periods presented. However, entities that use the effective yield method to account for investments in these projects before adoption may continue to do so for these pre-existing investments. The Company currently accounts for such investments using the effective yield method and plans to continue to do so for these pre-existing investments after adopting ASU No. 2014-01 on January 1, 2015. The Company expects investments made after January 1, 2015 to meet the criteria required for the proportional amortization method and plans to make such an accounting policy election. The adoption of ASU No. 2014-01 is not expected to have a material impact on the Company's Consolidated Financial Statements.


7

In January 2014, the FASB issued ASU No. 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's Consolidated Financial Statements.

8

Note 2.  Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities as of March 31, 2014 and December 31, 2013 were as follows:

(dollars in thousands)
Amortized Cost

 
Gross
Unrealized Gains

 
Gross
Unrealized Losses

 
Fair Value

March 31, 2014
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
368,033

 
$
6,079

 
$
(133
)
 
$
373,979

Debt Securities Issued by States and Political Subdivisions
718,801

 
11,457

 
(7,139
)
 
723,119

Debt Securities Issued by Corporations
265,040

 
1,103

 
(6,582
)
 
259,561

Mortgage-Backed Securities:
 

 
 

 
 

 
 

    Residential - Government Agencies
592,588

 
13,743

 
(1,348
)
 
604,983

    Residential - U.S. Government-Sponsored Enterprises
20,034

 
1,374

 
—

 
21,408

    Commercial - Government Agencies
215,033

 
—

 
(10,019
)
 
205,014

Total Mortgage-Backed Securities
827,655

 
15,117

 
(11,367
)
 
831,405

Total
$
2,179,529

 
$
33,756

 
$
(25,221
)
 
$
2,188,064

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
498,540

 
$
2,776

 
$
(3,463
)
 
$
497,853

Debt Securities Issued by States and Political Subdivisions
252,179

 
6,507

 
—

 
258,686

Debt Securities Issued by Corporations
178,032

 
5

 
(4,631
)
 
173,406

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
3,408,764

 
41,169

 
(39,502
)
 
3,410,431

    Residential - U.S. Government-Sponsored Enterprises
118,555

 
1,335

 
(508
)
 
119,382

    Commercial - Government Agencies
321,424

 
—

 
(7,150
)
 
314,274

Total Mortgage-Backed Securities
3,848,743

 
42,504


(47,160
)

3,844,087

Total
$
4,777,494

 
$
51,792

 
$
(55,254
)
 
$
4,774,032

 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
390,873

 
$
6,640

 
$
(234
)
 
$
397,279

Debt Securities Issued by States and Political Subdivisions
691,861

 
8,396

 
(13,455
)
 
686,802

Debt Securities Issued by Corporations
280,172

 
1,165

 
(7,836
)
 
273,501

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
641,227

 
13,816

 
(1,849
)
 
653,194

    Residential - U.S. Government-Sponsored Enterprises
21,865

 
1,403

 
—

 
23,268

    Commercial - Government Agencies
219,859

 
—

 
(10,206
)
 
209,653

Total Mortgage-Backed Securities
882,951

 
15,219

 
(12,055
)
 
886,115

Total
$
2,245,857

 
$
31,420

 
$
(33,580
)
 
$
2,243,697

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
433,987

 
$
3,045

 
$
(3,667
)
 
$
433,365

Debt Securities Issued by States and Political Subdivisions
253,039

 
817

 
(133
)
 
253,723

Debt Securities Issued by Corporations
190,181

 
—

 
(5,708
)
 
184,473

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
3,523,343

 
31,786

 
(66,572
)
 
3,488,557

    Residential - U.S. Government-Sponsored Enterprises
21,602

 
1,423

 
—

 
23,025

    Commercial - Government Agencies
322,367

 
—

 
(7,923
)
 
314,444

Total Mortgage-Backed Securities
3,867,312

 
33,209

 
(74,495
)
 
3,826,026

Total
$
4,744,519

 
$
37,071

 
$
(84,003
)
 
$
4,697,587


9


The table below presents an analysis of the contractual maturities of the Company’s investment securities as of March 31, 2014.  Debt securities issued by government agencies (Small Business Administration securities) and mortgage-backed securities are disclosed separately in the table below as these investment securities may prepay prior to their scheduled contractual maturity dates.
(dollars in thousands)
Amortized Cost

 
Fair Value

Available-for-Sale:
 

 
 

Due in One Year or Less
$
29,156

 
$
29,470

Due After One Year Through Five Years
271,563

 
276,009

Due After Five Years Through Ten Years
625,824

 
619,099

Due After Ten Years
117,173

 
119,934

 
1,043,716

 
1,044,512

 
 
 
 
Debt Securities Issued by Government Agencies
308,158

 
312,147

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
592,588

 
604,983

    Residential - U.S. Government-Sponsored Enterprises
20,034

 
21,408

    Commercial - Government Agencies
215,033

 
205,014

Total Mortgage-Backed Securities
827,655

 
831,405

Total
$
2,179,529

 
$
2,188,064

 
 
 
 
Held-to-Maturity:
 

 
 

Due in One Year or Less
$
30,130

 
$
30,381

Due After One Year Through Five Years
468,410

 
467,472

Due After Five Years Through Ten Years
164,682

 
166,977

Due After Ten Years
265,529

 
265,115

 
928,751

 
929,945

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
3,408,764

 
3,410,431

    Residential - U.S. Government-Sponsored Enterprises
118,555

 
119,382

    Commercial - Government Agencies
321,424

 
314,274

Total Mortgage-Backed Securities
3,848,743

 
3,844,087

Total
$
4,777,494

 
$
4,774,032


Investment securities with carrying values of $2.7 billion and $2.6 billion as of March 31, 2014 and December 31, 2013, respectively, were pledged to secure deposits of governmental entities and securities sold under agreements to repurchase.

The table below presents the gains and losses from the sales of investment securities in the first quarter of 2014. There were no sales of investment securities in the first quarter of 2013.
 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Gross Gains on Sales of Investment Securities
$
2,160

 
$
—

Gross Losses on Sales of Investment Securities
—

 
—

Net Gains on Sales of Investment Securities
$
2,160

 
$
—




10

The Company’s investment securities in an unrealized loss position, segregated by continuous length of impairment, were as follows:
 
Less Than 12 Months
 
12 Months or Longer
 
Total
(dollars in thousands)
Fair Value

 
Gross Unrealized Losses

 
Fair Value

 
Gross Unrealized Losses

 
Fair Value

 
Gross Unrealized Losses

March 31, 2014
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
17,833

 
$
(123
)
 
$
1,900

 
$
(10
)
 
$
19,733

 
$
(133
)
Debt Securities Issued by States
   and Political Subdivisions
307,060

 
(5,215
)
 
42,806

 
(1,924
)
 
349,866

 
(7,139
)
Debt Securities Issued by Corporations
125,147

 
(2,989
)
 
76,459

 
(3,593
)
 
201,606

 
(6,582
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 


 


    Residential - Government Agencies
15,852

 
(496
)
 
9,449

 
(852
)
 
25,301

 
(1,348
)
    Commercial - Government Agencies
57,123

 
(1,729
)
 
147,891

 
(8,290
)
 
205,014

 
(10,019
)
Total Mortgage-Backed Securities
72,975

 
(2,225
)
 
157,340

 
(9,142
)
 
230,315

 
(11,367
)
Total
$
523,015

 
$
(10,552
)
 
$
278,505

 
$
(14,669
)
 
$
801,520

 
$
(25,221
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
336,285

 
$
(3,463
)
 
$
—

 
$
—

 
$
336,285

 
$
(3,463
)
Debt Securities Issued by Corporations
143,607

 
(3,348
)
 
20,419

 
(1,283
)
 
164,026

 
(4,631
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
    Residential - Government Agencies
1,347,544

 
(29,120
)
 
203,201

 
(10,382
)
 
1,550,745

 
(39,502
)
    Residential - U.S. Government-Sponsored
       Enterprises
97,848

 
(508
)
 
—

 
—

 
97,848

 
(508
)
    Commercial - Government Agencies
117,174

 
(1,365
)
 
197,100

 
(5,785
)
 
314,274

 
(7,150
)
Total Mortgage-Backed Securities
1,562,566

 
(30,993
)
 
400,301

 
(16,167
)
 
1,962,867

 
(47,160
)
Total
$
2,042,458

 
$
(37,804
)
 
$
420,720

 
$
(17,450
)
 
$
2,463,178

 
$
(55,254
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
     and Government Agencies
$
26,181

 
$
(225
)
 
$
2,117

 
$
(9
)
 
$
28,298

 
$
(234
)
Debt Securities Issued by States
     and Political Subdivisions
415,718

 
(10,934
)
 
42,607

 
(2,521
)
 
458,325

 
(13,455
)
Debt Securities Issued by Corporations
200,364

 
(7,836
)
 
—

 
—

 
200,364

 
(7,836
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
76,744

 
(781
)
 
10,027

 
(1,068
)
 
86,771

 
(1,849
)
     Commercial - Government Agencies
164,478

 
(7,935
)
 
45,175

 
(2,271
)
 
209,653

 
(10,206
)
Total Mortgage-Backed Securities
241,222

 
(8,716
)
 
55,202

 
(3,339
)
 
296,424

 
(12,055
)
Total
$
883,485

 
$
(27,711
)
 
$
99,926

 
$
(5,869
)
 
$
983,411

 
$
(33,580
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
and Government Agencies
$
271,469

 
$
(3,667
)
 
$
—

 
$
—

 
$
271,469

 
$
(3,667
)
Debt Securities Issued by States
and Political Subdivisions
52,026

 
(133
)
 
—

 
—

 
52,026

 
(133
)
Debt Securities Issued by Corporations
163,736

 
(4,278
)
 
20,736

 
(1,430
)
 
184,472

 
(5,708
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
1,767,086

 
(54,067
)
 
190,939

 
(12,505
)
 
1,958,025

 
(66,572
)
     Commercial - Government Agencies
224,277

 
(4,753
)
 
90,167

 
(3,170
)
 
314,444

 
(7,923
)
Total Mortgage-Backed Securities
1,991,363

 
(58,820
)
 
281,106

 
(15,675
)
 
2,272,469

 
(74,495
)
Total
$
2,478,594

 
$
(66,898
)
 
$
301,842

 
$
(17,105
)
 
$
2,780,436

 
$
(84,003
)


11

The Company does not believe that the investment securities that were in an unrealized loss position as of March 31, 2014, which was comprised of 261 securities, represent an other-than-temporary impairment.  Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.  As of March 31, 2014 and December 31, 2013, the gross unrealized losses reported for mortgage-backed securities were primarily related to investment securities issued by the Government National Mortgage Association. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost bases, which may be at maturity.

Interest income from taxable and non-taxable investment securities for the three months ended March 31, 2014 and 2013 were as follows:
 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Taxable
$
33,427

 
$
31,421

Non-Taxable
5,222

 
4,284

Total Interest Income from Investment Securities
$
38,649

 
$
35,705


As of March 31, 2014, included in the Company's investment securities at fair value were securities issued by political subdivisions within the State of Hawaii of $570.3 million, representing 58% of the total fair value of the Company's municipal debt securities. Of the entire Hawaii municipal bond portfolio, 94% were credit-rated Aa2 or better by Moody's while the remaining Hawaii municipal bonds were credit-rated A2 or better by at least one nationally recognized statistical rating organization. Also, approximately 76% of the Company's Hawaii municipal bond holdings were general obligation issuances. As of March 31, 2014, there were no other holdings of municipal debt securities that were issued by a single state or political subdivision which comprised more than 10% of the total fair value of the Company's municipal debt securities.

As of March 31, 2014, the carrying value of the Company’s Federal Home Loan Bank and Federal Reserve Bank stock was as follows:
(dollars in thousands)
March 31,
2014

 
December 31,
2013

Federal Home Loan Bank Stock
$
55,254

 
$
58,021

Federal Reserve Bank Stock
19,138

 
19,138

Total
$
74,392

 
$
77,159


These securities can only be redeemed or sold at their par value and only to the respective issuing government-supported institution or to another member institution.  The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment.  Management considers these non-marketable equity securities to be long-term investments.  Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

Visa Class B Restricted Shares

In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A shares. This conversion will not occur until the settlement of certain litigation which is indemnified by Visa members such as the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account not be sufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank's Class B conversion ratio to unrestricted Class A shares (conversion ratio is currently 0.4206).

During the first quarter of 2014, the Company recorded a $2.0 million gain on the sale of 22,000 Visa Class B shares (9,253 Class A equivalents). Concurrent with this sale, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa further reduces the conversion ratio. Based on the existing transfer restriction and the uncertainty of the covered litigation, the remaining 482,114 Class B shares (202,777 Class A equivalents) that the Company owns are carried at a zero cost basis.


12

Note 3.    Loans and Leases and the Allowance for Loan and Lease Losses

Loans and Leases

The Company’s loan and lease portfolio was comprised of the following as of March 31, 2014 and December 31, 2013:

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Commercial
 

 
 

Commercial and Industrial
$
955,599

 
$
911,367

Commercial Mortgage
1,284,181

 
1,247,510

Construction
91,452

 
107,349

Lease Financing
240,931

 
262,207

Total Commercial
2,572,163

 
2,528,433

Consumer
 

 
 

Residential Mortgage
2,305,153

 
2,282,894

Home Equity
797,341

 
773,385

Automobile
273,553

 
255,986

Other 1
261,647

 
254,689

Total Consumer
3,637,694

 
3,566,954

Total Loans and Leases
$
6,209,857

 
$
6,095,387

1 
Comprised of other revolving credit, installment, and lease financing.
Most of the Company's lending activity is with customers located in the State of Hawaii. A substantial portion of the Company's real estate loans are secured by real estate in Hawaii.

Net gains related to sales of residential mortgage loans, recorded as a component of mortgage banking income, were $0.7 million and $3.3 million for the three months ended March 31, 2014 and 2013, respectively.


13

Allowance for Loan and Lease Losses (the “Allowance”)

The following presents by portfolio segment, the activity in the Allowance for the three months ended March 31, 2014 and 2013.  The following also presents by portfolio segment, the balance in the Allowance disaggregated on the basis of the Company’s impairment measurement method and the related recorded investment in loans and leases as of March 31, 2014 and 2013.

(dollars in thousands)
Commercial

 
Consumer

 
Total

Three Months Ended March 31, 2014
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
71,446

 
$
44,008

 
$
115,454

Loans and Leases Charged-Off
(819
)
 
(3,219
)
 
(4,038
)
Recoveries on Loans and Leases Previously Charged-Off
941

 
1,769

 
2,710

Net Loans and Leases Charged-Off
122

 
(1,450
)
 
(1,328
)
Provision for Credit Losses
(178
)
 
178

 
—

Balance at End of Period
$
71,390

 
$
42,736

 
$
114,126

As of March 31, 2014
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
8,903

 
$
3,699

 
$
12,602

Collectively Evaluated for Impairment
62,487

 
39,037

 
101,524

Total
$
71,390

 
$
42,736

 
$
114,126

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
29,815

 
$
37,780

 
$
67,595

Collectively Evaluated for Impairment
2,542,348

 
3,599,914

 
6,142,262

Total
$
2,572,163

 
$
3,637,694

 
$
6,209,857

 
 
 
 
 
 
Three Months Ended March 31, 2013
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
72,704

 
$
56,153

 
$
128,857

Loans and Leases Charged-Off
(382
)
 
(4,917
)
 
(5,299
)
Recoveries on Loans and Leases Previously Charged-Off
797

 
2,523

 
3,320

Net Loans and Leases Charged-Off
415

 
(2,394
)
 
(1,979
)
Provision for Credit Losses
297

 
(297
)
 
—

Balance at End of Period
$
73,416

 
$
53,462

 
$
126,878

As of March 31, 2013
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
177

 
$
3,526

 
$
3,703

Collectively Evaluated for Impairment
73,239

 
49,936

 
123,175

Total
$
73,416

 
$
53,462

 
$
126,878

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
13,115

 
$
36,470

 
$
49,585

Collectively Evaluated for Impairment
2,313,308

 
3,420,076

 
5,733,384

Total
$
2,326,423

 
$
3,456,546

 
$
5,782,969


14

Credit Quality Indicators

The Company uses several credit quality indicators to manage credit risk in an ongoing manner.  The Company uses an internal credit risk rating system that categorizes loans and leases into pass, special mention, or classified categories.  Credit risk ratings are applied individually to those classes of loans and leases that have significant or unique credit characteristics that benefit from a case-by-case evaluation.  These are typically loans and leases to businesses or individuals in the classes which comprise the commercial portfolio segment.  Groups of loans and leases that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk-rated and monitored collectively.  These are typically loans and leases to individuals in the classes which comprise the consumer portfolio segment.

The following are the definitions of the Company’s credit quality indicators:

Pass:
Loans and leases in all classes within the commercial and consumer portfolio segments that are not adversely rated. Management believes that there is a low likelihood of loss related to those loans and leases that are considered pass.

Special Mention:
Loans and leases in the classes within the commercial portfolio segment that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease. The special mention credit quality indicator is not used for classes of loans and leases that are included in the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans and leases that are considered special mention.

Classified:
Loans and leases in the classes within the commercial portfolio segment that are inadequately protected by the sound worth and paying capacity of the borrower or of the collateral pledged, if any. Classified loans and leases are also those in the classes within the consumer portfolio segment that are past due 90 days or more as to principal or interest. Residential mortgage loans that are past due 90 days or more as to principal or interest may be considered pass if the Company is in the process of collection and the current loan-to-value ratio is 60% or less. Home equity loans that are past due 90 days or more as to principal or interest may be considered pass if the Company is in the process of collection, the first mortgage is with the Company, and the current combined loan-to-value ratio is 60% or less. Residential mortgage and home equity loans may be current as to principal and interest, but may be considered classified for a period of up to six months following a loan modification. Following a period of demonstrated performance in accordance with the modified contractual terms, the loan may be removed from classified status. Management believes that there is a distinct possibility that the Company will sustain some loss if the deficiencies related to classified loans and leases are not corrected in a timely manner.


15

The Company’s credit quality indicators are periodically updated on a case-by-case basis.  The following presents by class and by credit quality indicator, the recorded investment in the Company’s loans and leases as of March 31, 2014 and December 31, 2013.
 
March 31, 2014
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
910,763

 
$
1,220,428

 
$
88,514

 
$
240,249

 
$
2,459,954

Special Mention
13,078

 
25,615

 
—

 
27

 
38,720

Classified
31,758

 
38,138

 
2,938

 
655

 
73,489

Total
$
955,599

 
$
1,284,181

 
$
91,452

 
$
240,931

 
$
2,572,163

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
2,284,971

 
$
793,924

 
$
273,207

 
$
261,128

 
$
3,613,230

Classified
20,182

 
3,417

 
346

 
519

 
24,464

Total
$
2,305,153

 
$
797,341

 
$
273,553

 
$
261,647

 
$
3,637,694

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
6,209,857

 
December 31, 2013
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
867,813

 
$
1,176,941

 
$
104,377

 
$
261,486

 
$
2,410,617

Special Mention
5,854

 
24,587

 
—

 
31

 
30,472

Classified
37,700

 
45,982

 
2,972

 
690

 
87,344

Total
$
911,367

 
$
1,247,510

 
$
107,349

 
$
262,207

 
$
2,528,433

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
2,261,891

 
$
769,051

 
$
255,664

 
$
253,910

 
$
3,540,516

Classified
21,003

 
4,334

 
322

 
779

 
26,438

Total
$
2,282,894

 
$
773,385

 
$
255,986

 
$
254,689

 
$
3,566,954

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
6,095,387

1 
Comprised of other revolving credit, installment, and lease financing.

16

Aging Analysis

The following presents by class, an aging analysis of the Company’s loan and lease portfolio as of March 31, 2014 and December 31, 2013.
(dollars in thousands)
30 - 59
Days
Past Due

 
60 - 89
Days
Past Due

 
Past Due
90 Days
or More

 
Non-
Accrual

 
Total
Past Due and
Non-Accrual

 
Current

 
Total
Loans and
Leases

 
Non-Accrual
Loans and
Leases that
are Current 2

As of March 31, 2014
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,740

 
$
244

 
$
150

 
$
11,239

 
$
13,373

 
$
942,226

 
$
955,599

 
$
10,008

Commercial Mortgage
1,130

 
279

 
—

 
1,421

 
2,830

 
1,281,351

 
1,284,181

 
30

Construction
—

 
—

 
—

 
—

 
—

 
91,452

 
91,452

 
—

Lease Financing
—

 
—

 
—

 
—

 
—

 
240,931

 
240,931

 
—

Total Commercial
2,870

 
523

 
150

 
12,660

 
16,203

 
2,555,960

 
2,572,163

 
10,038

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
8,438

 
2,788

 
5,729

 
19,003

 
35,958

 
2,269,195

 
2,305,153

 
5,594

Home Equity
6,102

 
2,431

 
2,845

 
1,935

 
13,313

 
784,028

 
797,341

 
117

Automobile
3,753

 
524

 
346

 
—

 
4,623

 
268,930

 
273,553

 
—

Other 1
2,173

 
1,282

 
644

 
—

 
4,099

 
257,548

 
261,647

 
—

Total Consumer
20,466

 
7,025

 
9,564

 
20,938

 
57,993

 
3,579,701

 
3,637,694

 
5,711

Total
$
23,336

 
$
7,548

 
$
9,714

 
$
33,598

 
$
74,196

 
$
6,135,661

 
$
6,209,857

 
$
15,749

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,701

 
$
1,962

 
$
1,173

 
$
11,929

 
$
16,765

 
$
894,602

 
$
911,367

 
$
3,603

Commercial Mortgage
932

 
—

 
—

 
2,512

 
3,444

 
1,244,066

 
1,247,510

 
778

Construction
—

 
—

 
—

 
—

 
—

 
107,349

 
107,349

 
—

Lease Financing
—

 
—

 
—

 
—

 
—

 
262,207

 
262,207

 
—

Total Commercial
2,633

 
1,962

 
1,173

 
14,441

 
20,209

 
2,508,224

 
2,528,433

 
4,381

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
6,984

 
4,746

 
4,564

 
20,264

 
36,558

 
2,246,336

 
2,282,894

 
5,883

Home Equity
3,926

 
2,867

 
3,009

 
1,740

 
11,542

 
761,843

 
773,385

 
265

Automobile
4,688

 
971

 
322

 
—

 
5,981

 
250,005

 
255,986

 
—

Other 1
2,426

 
5,295

 
790

 
—

 
8,511

 
246,178

 
254,689

 
—

Total Consumer
18,024

 
13,879

 
8,685

 
22,004

 
62,592

 
3,504,362

 
3,566,954

 
6,148

Total
$
20,657

 
$
15,841

 
$
9,858

 
$
36,445

 
$
82,801

 
$
6,012,586

 
$
6,095,387

 
$
10,529

1 
Comprised of other revolving credit, installment, and lease financing.
2 
Represents non-accrual loans that are not past due 30 days or more; however, full payment of principal and interest is still not expected.

17

Impaired Loans

The following presents by class, information related to impaired loans as of March 31, 2014 and December 31, 2013.

(dollars in thousands)
Recorded
 Investment

 
Unpaid
 Principal
 Balance

 
Related 
Allowance for 
Loan Losses

March 31, 2014
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
13,040

 
$
18,298

 
$
—

Commercial Mortgage
7,174

 
7,174

 
—

Construction
1,053

 
1,065

 
—

Total Commercial
21,267

 
26,537

 
—

Consumer
 
 
 
 
 
Other 1
12

 
12

 
—

Total Consumer
12

 
12

 
—

Total Impaired Loans with No Related Allowance Recorded
$
21,279

 
$
26,549

 
$
—

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
8,548

 
$
15,148

 
$
8,903

Total Commercial
8,548

 
15,148

 
8,903

Consumer
 

 
 

 
 

Residential Mortgage
31,344

 
37,304

 
3,598

Home Equity
955

 
955

 
16

Automobile
5,065

 
5,065

 
71

Other 1
404

 
404

 
14

Total Consumer
37,768

 
43,728

 
3,699

Total Impaired Loans with an Allowance Recorded
$
46,316

 
$
58,876

 
$
12,602

 
 
 
 
 
 
Impaired Loans:
 
 
 
 
 
Commercial
$
29,815

 
$
41,685

 
$
8,903

Consumer
37,780

 
43,740

 
3,699

Total Impaired Loans
$
67,595

 
$
85,425

 
$
12,602

 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
12,709

 
$
17,967

 
$
—

Commercial Mortgage
14,898

 
14,898

 
—

Construction
1,059

 
1,064

 
—

Total Commercial
28,666

 
33,929

 
—

Total Impaired Loans with No Related Allowance Recorded
$
28,666

 
$
33,929

 
$
—

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
9,803

 
$
16,403

 
$
9,054

Total Commercial
9,803

 
16,403

 
9,054

Consumer
 

 
 

 
 

Residential Mortgage
32,338

 
38,420

 
3,619

Home Equity
796

 
796

 
13

Automobile
5,183

 
5,183

 
77

Other 1
329

 
329

 
13

Total Consumer
38,646

 
44,728

 
3,722

Total Impaired Loans with an Allowance Recorded
$
48,449

 
$
61,131

 
$
12,776

 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

Commercial
$
38,469

 
$
50,332

 
$
9,054

Consumer
38,646

 
44,728

 
3,722

Total Impaired Loans
$
77,115

 
$
95,060

 
$
12,776

1 
Comprised of other revolving credit and installment financing.

18

The following presents by class, information related to the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2014 and 2013.
 
Three Months Ended
March 31, 2014
 
Three Months Ended
March 31, 2013
(dollars in thousands)
Average Recorded
Investment

 
Interest Income
Recognized

 
Average Recorded
Investment

 
Interest Income
Recognized

Impaired Loans with No Related Allowance Recorded:
 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
$
12,875

 
$
92

 
$
7,216

 
$
—

Commercial Mortgage
11,036

 
55

 
3,411

 
—

Construction
1,056

 
16

 
417

 
—

Total Commercial
24,967

 
163

 
11,044

 
—

Consumer
 
 
 
 
 
 
 
Other 1
6

 
—

 
—

 
—

Total Consumer
6

 
—

 
—

 
—

Total Impaired Loans with No Related Allowance Recorded
$
24,973

 
$
163

 
$
11,044

 
$
—

 
 
 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
$
9,176

 
$
28

 
$
2,008

 
$
50

Commercial Mortgage
—

 
—

 
56

 
8

Total Commercial
9,176

 
28

 
2,064

 
58

Consumer
 

 
 

 
 

 
 

Residential Mortgage
31,841

 
236

 
31,237

 
147

Home Equity
876

 
5

 
—

 
—

Automobile
5,124

 
107

 
5,468

 
133

Other 1
367

 
8

 
280

 
3

Total Consumer
38,208

 
356

 
36,985

 
283

Total Impaired Loans with an Allowance Recorded
$
47,384

 
$
384

 
$
39,049

 
$
341

 
 
 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

 
 

Commercial
$
34,143

 
$
191

 
$
13,108

 
$
58

Consumer
38,214

 
356

 
36,985

 
283

Total Impaired Loans
$
72,357

 
$
547

 
$
50,093

 
$
341

1 
Comprised of other revolving credit and installment financing.

For the three months ended March 31, 2014 and 2013, the amount of interest income recognized by the Company within the periods that the loans were impaired were primarily related to loans modified in a troubled debt restructuring that remained on accrual status.  For the three months ended March 31, 2014 and 2013, the amount of interest income recognized using a cash-basis method of accounting during the periods that the loans were impaired was not material.

Modifications

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider.  Loans modified in a TDR were $55.4 million and $63.7 million as of March 31, 2014 and December 31, 2013, respectively.  As of March 31, 2014, there were $3.2 million of available commitments under revolving credit lines that have been modified in a TDR. There were no commitments to lend additional funds on loans modified in a TDR as of March 31, 2014.

The Company offers various types of concessions when modifying a loan or lease, however, forgiveness of principal is rarely granted. Commercial and industrial loans modified in a TDR often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested. Commercial mortgage and construction loans modified in a TDR often 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. Construction loans modified in a TDR may also involve extending the interest-only payment period. Prior to November 2012, residential mortgage loans modified in a TDR were primarily comprised of loans where monthly payments were lowered to accommodate the borrowers' financial needs for a period of time, normally two years. During that time, the borrower's entire monthly payment was applied to principal. After the lowered monthly payment period ended, the borrower reverted back to paying principal and interest per the original terms with the

19

maturity date adjusted accordingly. Effective November 2012, the Company revised its modification program to resemble the Federal Government's Home Affordable Modification Payment (“HAMP”) Tier 2 program. Under this modification program, the concessions generally include a lower interest rate and the loan being fully amortized for up to 40 years from the modification effective date. In some cases, the Company may forbear a portion of the unpaid principal balance with a balloon payment due upon maturity or pay-off of the loan. Land loans are also included in the class of residential mortgage loans. Land loans are typically structured as interest-only monthly payments with a balloon payment due at maturity. Prior to September 2012, land loans modified in a TDR typically involved extending the balloon payment by one to three years, changing the monthly payments from interest-only to principal and interest, while leaving the interest rate unchanged. In September 2012, the land loan modification program was changed to offer an extension to term-out and fully amortize the loan over a period of up to 360 months. Home equity modifications are made infrequently and uniquely designed to meet the specific needs of each borrower. Automobile loans modified in a TDR are primarily comprised of loans where the Company has lowered monthly payments by extending the term.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance.  As a result, loans modified in a TDR may have the financial effect of increasing the specific Allowance associated with the loan.  An Allowance for impaired consumer and commercial 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, the loan’s observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent.  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, 2014 and 2013.
 
Loans Modified as a TDR for the
Three Months Ended March 31, 2014
 
Loans Modified as a TDR for the
Three Months Ended March 31, 2013
 
 

 
Recorded

 
Increase in

 
 

 
Recorded

 
Increase in

Troubled Debt Restructurings
Number of

 
Investment

 
Allowance

 
Number of

 
Investment

 
Allowance

(dollars in thousands)
Contracts

(as of period end)1
 
(as of period end)
 
 
Contracts

(as of period end)1
 
(as of period end)
 
Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
18

 
$
5,883

 
$
120

 
6

 
$
100

 
$
2

Commercial Mortgage
1

 
365

 
—

 
1

 
995

 
—

Total Commercial
19

 
6,248

 
120

 
7

 
1,095

 
2

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
2

 
733

 
23

 
3

 
1,131

 
185

Home Equity
1

 
74

 
1

 
—

 
—

 
—

Automobile
37

 
626

 
9

 
40

 
460

 
6

Other 2
10

 
95

 
3

 
—

 
—

 
—

Total Consumer
50

 
1,528

 
36

 
43

 
1,591

 
191

Total
69

 
$
7,776

 
$
156

 
50

 
$
2,686

 
$
193

1 
The period end balances reflect all paydowns and charge-offs since the modification date.  TDRs fully paid-off, charged-off, or foreclosed upon by period end are not included.
2 
Comprised of other revolving credit and installment financing.

20

The following presents by class, all loans modified in a TDR that defaulted during the three months ended March 31, 2014 and 2013, and within twelve months of their modification date.  A TDR is considered to be in default once it becomes 60 days or more past due following a modification.
 
Three Months Ended
March 31, 2014
 
Three Months Ended
March 31, 2013
TDRs that Defaulted During the Period,
 

 
Recorded

 
Recorded
 
Within Twelve Months of their Modification Date
Number of

 
Investment

 
Number of

 
Investment

(dollars in thousands)
Contracts

 
(as of period end)1

 
Contracts

 
(as of period end)1

Consumer
 
 
 

 
 

 
 

Residential Mortgage
2

 
$
517

 
1

 
$
144

Automobile
4

 
53

 
8

 
85

Other 2
3

 
21

 
—

 
—

Total Consumer
9

 
591


9

 
229

Total
9

 
$
591

 
9

 
$
229

1 
The period end balances reflect all paydowns and charge-offs since the modification date.  TDRs fully paid-off, charged-off, or foreclosed upon by period end are not included.
2 
Comprised of other revolving credit and installment financing.
Commercial and consumer loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default.  If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment.  The specific Allowance associated with the loan may be increased, adjustments may be made in the allocation of the Allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.

Note 4.  Mortgage Servicing Rights

The Company’s portfolio of residential mortgage loans serviced for third parties was $3.1 billion as of March 31, 2014 and December 31, 2013.  Generally, the Company’s residential mortgage loans sold to third parties are sold on a non-recourse basis.  The Company’s mortgage servicing activities include collecting principal, interest, and escrow payments from borrowers; making tax and insurance payments on behalf of borrowers; monitoring delinquencies and executing foreclosure proceedings; and accounting for and remitting principal and interest payments to investors.  Servicing income, including late and ancillary fees, was $2.0 million for the three months ended March 31, 2014 and 2013.  Servicing income is recorded as a component of mortgage banking income in the Company’s consolidated statements of income.  The Company’s residential mortgage investor loan servicing portfolio is primarily comprised of fixed rate loans concentrated in Hawaii.

For the three months ended March 31, 2014 and 2013, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the fair value measurement method was as follows:
 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Balance at Beginning of Period
$
3,826

 
$
4,761

Change in Fair Value:
 

 
 

Due to Change in Valuation Assumptions 1
(349
)
 
34

Due to Payoffs
(96
)
 
(359
)
Total Changes in Fair Value of Mortgage Servicing Rights
(445
)
 
(325
)
Balance at End of Period
$
3,381

 
$
4,436

1 
Principally represents changes in discount rates and loan repayment rate assumptions, mostly due to changes in interest rates.


21

For the three months ended March 31, 2014 and 2013, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the amortization method was as follows:
 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Balance at Beginning of Period
$
24,297

 
$
20,479

Servicing Rights that Resulted From Asset Transfers
354

 
2,250

Amortization
(654
)
 
(625
)
Balance at End of Period
$
23,997

 
$
22,104

 
 
 
 
Fair Value of Mortgage Servicing Rights Accounted for
 Under the Amortization Method
 

 
 

Beginning of Period
$
30,100

 
$
23,143

End of Period
$
28,303

 
$
26,564


The key data and assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of March 31, 2014 and December 31, 2013 were as follows:
 
March 31,
2014

 
December 31, 2013

Weighted-Average Constant Prepayment Rate 1
9.03
%
 
7.98
%
Weighted-Average Life (in years)
7.49

 
8.04

Weighted-Average Note Rate
4.30
%
 
4.31
%
Weighted-Average Discount Rate 2
9.75
%
 
9.70
%
1 
Represents annualized loan repayment rate assumption.
2 
Derived from multiple interest rate scenarios that incorporate a spread to the London Interbank Offered Rate swap curve and market volatilities.
A sensitivity analysis of the Company’s fair value of mortgage servicing rights to changes in certain key assumptions as of March 31, 2014 and December 31, 2013 is presented in the following table.
(dollars in thousands)
March 31,
2014

 
December 31,
2013

Constant Prepayment Rate
 

 
 

Decrease in fair value from 25 basis points (“bps”) adverse change
$
(351
)
 
$
(357
)
Decrease in fair value from 50 bps adverse change
(690
)
 
(746
)
Discount Rate
 

 
 

Decrease in fair value from 25 bps adverse change
(346
)
 
(432
)
Decrease in fair value from 50 bps adverse change
(685
)
 
(876
)

This analysis generally cannot be extrapolated because the relationship of a change in one key assumption to the change in the fair value of the Company’s mortgage servicing rights usually is not linear.  Also, the effect of changing one key assumption without changing other assumptions is not realistic.


22

Note 5. Balance Sheet Offsetting

Interest Rate Swap Agreements (“Swap Agreements”)
The Company enters into swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly-rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company's consolidated statements of condition (asset positions are included in other assets and liability positions are included in other liabilities). The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds. The Company had net liability positions with its financial institution counterparties totaling $19.8 million and $20.7 million as of March 31, 2014 and December 31, 2013, respectively. The fair value of collateral posted by the Company for these net liability positions is shown in the table below. See Note 10 to the Consolidated Financial Statements for more information.
Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)
The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities.  The obligation to repurchase the securities is reflected as a liability in the Company's consolidated statements of condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. As a result, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement.

23

The following table presents the assets and liabilities subject to an enforceable master netting arrangement, or repurchase agreements, as of March 31, 2014 and December 31, 2013. The swap agreements we have with our commercial banking customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.
 
 
(i)
 
(ii)
 
(iii) = (i)-(ii)
 
(iv)
 
(v) = (iii)-(iv)
 
 
Gross Amounts
Recognized in the
Statements
 of Condition
 
 Gross Amounts
Offset in the
Statements
 of Condition
 
 Net Amounts
Presented in the
Statements
 of Condition
 
 Gross Amounts Not Offset in the Statements of Condition
 
 
(dollars in thousands)
 
 
 
 
Netting
Adjustments
per Master
Netting
Arrangements
 
Fair Value of Collateral
Pledged (a)
 
 Net Amount
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
121

 
$
—

 
$
121

 
$
121

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
19,883

 
—

 
19,883

 
121

 
2,194

 
17,568

 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchase Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Private Institutions
 
600,000

 
—

 
600,000

 
—

 
600,000

 
—

    Government Entities
 
197,213

 
—

 
197,213

 
—

 
197,213

 
—

 
 
$
797,213

 
$
—

 
$
797,213

 
$
—

 
$
797,213

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
155

 
$
—

 
$
155

 
$
155

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
20,853

 
—

 
20,853

 
155

 
2,288

 
18,410

 
 
 
 
 
 

 
 
 
 
 

Repurchase Agreements:
 
 
 
 
 

 
 
 
 
 
 
    Private Institutions
 
600,000

 
—

 
600,000

 
—

 
600,000

 
—

    Government Entities
 
170,049

 
—

 
170,049

 
—

 
170,049

 
—

 
 
$
770,049

 
$
—

 
$
770,049

 
$
—

 
$
770,049

 
$
—

(a) The application of collateral cannot reduce the net amount below zero. Therefore, excess collateral is not reflected in this table. For repurchase agreements with private institutions, the fair value of securities pledged was $0.7 billion and $0.7 billion as of March 31, 2014 and December 31, 2013, respectively. For repurchase agreements with government entities, the investment securities pledged to each government entity collectively secure both deposits as well as repurchase agreements. The Company had government entity deposits totaling $1.3 billion and $1.2 billion as of March 31, 2014 and December 31, 2013, respectively. The investment securities pledged as of March 31, 2014 and December 31, 2013 had a fair value of $2.0 billion and $1.8 billion, respectively.





24

Note 6.  Accumulated Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the three months ended March 31, 2014 and 2013:
(dollars in thousands)
Before Tax

 
Tax Effect

 
Net of Tax

Three Months Ended March 31, 2014
 

 
 

 
 

Net Unrealized Gains on Investment Securities:
 

 
 

 
 

Net Unrealized Gains Arising During the Period
$
10,697

 
$
4,224

 
$
6,473

Less: Reclassification Adjustment for Gains Realized in Net Income 1
(333
)
 
(131
)
 
(202
)
Net Unrealized Gains on Investment Securities
10,364

 
4,093

 
6,271

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses
339

 
134

 
205

Amortization of Prior Service Credit
(81
)
 
(32
)
 
(49
)
Defined Benefit Plans, Net
258

 
102

 
156

Other Comprehensive Income
$
10,622

 
$
4,195

 
$
6,427

 
 
 
 
 
 
Three Months Ended March 31, 2013
 

 
 

 
 

Net Unrealized Losses on Investment Securities:
 

 
 

 
 

Net Unrealized Losses Arising During the Period
$
(12,595
)
 
$
(4,957
)
 
$
(7,638
)
Less: Reclassification Adjustment for Gains Realized in Net Income 1
(3,307
)
 
(1,304
)
 
(2,003
)
Net Unrealized Losses on Investment Securities
(15,902
)
 
(6,261
)
 
(9,641
)
Defined Benefit Plans:
 

 
 

 
 

Net Actuarial Losses Arising During the Period
(206
)
 
(81
)
 
(125
)
Amortization of Net Actuarial Losses
414

 
163

 
251

Amortization of Prior Service Credit
(80
)
 
(32
)
 
(48
)
Defined Benefit Plans, Net
128

 
50

 
78

Other Comprehensive Loss
$
(15,774
)
 
$
(6,211
)
 
$
(9,563
)
1 
Includes amounts related to the amortization/accretion of unrealized net gains and losses related to the Company's reclassification of available-for-sale investment securities to the held-to-maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield.

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2014 and 2013:
(dollars in thousands)
 
Investment Securities-Available-for-Sale

 
Investment Securities-Held-to-Maturity

 
Defined Benefit Plans

 
Accumulated Other Comprehensive Income (Loss)

Three Months Ended March 31, 2014
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
(1,300
)
 
$
(8,129
)
 
$
(22,394
)
 
$
(31,823
)
Other Comprehensive Income Before Reclassifications
 
6,473

 
—

 
—

 
6,473

Amounts Reclassified from Accumulated Other
        Comprehensive Income
 
—

 
(202
)
 
156

 
(46
)
Total Other Comprehensive Income (Loss)
 
6,473

 
(202
)
 
156

 
6,427

Balance at End of Period
 
$
5,173

 
$
(8,331
)
 
$
(22,238
)
 
$
(25,396
)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2013
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
45,996

 
$
13,781

 
$
(30,569
)
 
$
29,208

Other Comprehensive Loss Before Reclassifications
 
(7,638
)
 
—

 
(125
)
 
(7,763
)
Amounts Reclassified from Accumulated Other
        Comprehensive Income
 
—

 
(2,003
)
 
203

 
(1,800
)
Total Other Comprehensive Income (Loss)
 
(7,638
)
 
(2,003
)
 
78

 
(9,563
)
Balance at End of Period
 
$
38,358

 
$
11,778

 
$
(30,491
)
 
$
19,645



25

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2014 and 2013:
Details about Accumulated Other
Comprehensive Income (Loss) Components 
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)1
 
Affected Line Item in the Statement Where Net Income Is Presented
 
Three Months Ended
March 31,
 
(dollars in thousands)
2014

2013

 
Amortization of Unrealized Holding Gains (Losses) on Investment Securities Transferred from Available-for-Sale to Held-to-Maturity                                                                                           
$
333

$
3,307

Interest Income
 
(131
)
(1,304
)
Tax Expense
 
202

2,003

Net of Tax
 
 
 
 
Amortization of Defined Benefit Plan Items
 
 
 
Prior Service Credit 2
81

80

 
Net Actuarial Losses 2
(339
)
(414
)
 
 
(258
)
(334
)
Total Before Tax
 
102

131

Tax Benefit
 
(156
)
(203
)
Net of Tax
 
 
 
 
Total Reclassifications for the Period
$
46

$
1,800

Net of Tax
1 
Amounts in parentheses indicate reductions to net income.
2 
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost and are included in Salaries and Benefits on the consolidated statements of income (see Note 9 for additional details).

Note 7.  Earnings Per Share

There were no adjustments to net income, the numerator, for purposes of computing earnings per share. The following is a reconciliation of the weighted average number of common shares outstanding for computing diluted earnings per share and antidilutive stock options and restricted stock outstanding for the three months ended March 31, 2014 and 2013:
 
Three Months Ended
March 31,
 
2014
 
2013
Denominator for Basic Earnings Per Share
44,193,267
 
44,545,092
Dilutive Effect of Stock Options
155,130
 
83,459
Dilutive Effect of Restricted Stock
71,952
 
58,081
Denominator for Diluted Earnings Per Share
44,420,349
 
44,686,632
 
 
 
 
Antidilutive Stock Options and Restricted Stock Outstanding
862
 
497,037

Note 8.  Business Segments

The Company’s business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury and Other.  The Company’s internal management accounting process measures the performance of the business segments based on the management structure of the Company.  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.  Previously reported results have been reclassified to conform to the current organizational reporting structure.

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

26

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.  However, the other business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions within guidelines.

The provision for credit losses reflects the actual net charge-offs of the business segments.  This may be adjusted periodically for changes in the risk profile of the business segment.  The amount of the consolidated provision for loan and lease losses is based on the methodology that we use to estimate our consolidated Allowance.   The residual provision for credit losses to arrive at the consolidated provision for credit losses is included in Treasury and Other.

Implicit in noninterest income and expense are allocations from support units to business units.  These allocations are based on actual usage where practicably calculated or by management’s estimate of such usage.

The provision for income taxes is allocated to business segments using a 37% effective tax rate, with the exception of our Leasing business unit (included in the Commercial Banking segment) which is assigned its actual effective tax rate due to the unique relationship that income taxes have with their leasing products.  The residual income tax expense or benefit to arrive at the consolidated effective tax rate is included in Treasury and Other.

Retail Banking

Retail Banking offers a broad range of financial products and services to consumers and small businesses.  Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans, small business loans and leases, and credit cards.  Deposit products include checking, savings, and time deposit accounts.  Retail Banking also offers retail insurance products.  Products and services from Retail Banking are delivered to customers through 74 branch locations and 458 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a 24-hour customer service center, and a mobile banking service.

Commercial Banking

Commercial Banking offers products including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing, and deposit products.  Commercial lending and deposit products are offered to middle-market and large companies in Hawaii and the Pacific Islands.  Commercial real estate mortgages focus on customers that include investors, developers, and builders predominantly domiciled in Hawaii.  Commercial Banking also includes international banking and provides merchant services to its small business customers.

Investment Services

Investment Services includes private banking, trust services, investment management, and institutional investment advisory services.  A significant portion of this segment’s income is derived from fees, which are generally based on the market values of assets under management.  The private banking and personal trust group assists individuals and families in building and preserving their wealth by providing investment, credit, and trust services to high-net-worth individuals.  The investment management group manages portfolios utilizing a variety of investment products. Institutional client services offers investment advice to corporations, government entities, and foundations.  This segment also provides a full service brokerage offering equities, mutual funds, life insurance, and annuity products.

Treasury and Other

Treasury consists of corporate asset and liability management activities, including interest rate risk management and a foreign currency exchange business.  This 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, and short and long-term borrowings.  The primary sources of noninterest income are from bank-owned life insurance, net gains from the sale of investment securities, and foreign exchange income related to customer-driven currency requests from merchants and island visitors.  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, Marketing, Human Resources, Finance, Credit and Risk Management, 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.

27


Selected business segment financial information as of and for the three months ended March 31, 2014 and 2013 were as follows:
(dollars in thousands)
Retail Banking

 
Commercial Banking

 
Investment Services

 
Treasury
and Other

 
Consolidated Total

Three Months Ended March 31, 2014
 

 
 

 
 

 
 

 
 

Net Interest Income
$
42,568

 
$
26,771

 
$
2,582

 
$
21,312

 
$
93,233

Provision for Credit Losses
1,456

 
(61
)
 
(68
)
 
(1,327
)
 
—

Net Interest Income After Provision for Credit Losses
41,112

 
26,832

 
2,650

 
22,639

 
93,233

Noninterest Income
19,492

 
6,088

 
14,343

 
4,845

 
44,768

Noninterest Expense
(49,747
)
 
(16,767
)
 
(14,235
)
 
(2,798
)
 
(83,547
)
Income Before Provision for Income Taxes
10,857

 
16,153

 
2,758

 
24,686

 
54,454

Provision for Income Taxes
(4,017
)
 
(5,514
)
 
(1,020
)
 
(5,311
)
 
(15,862
)
Net Income
$
6,840

 
$
10,639

 
$
1,738

 
$
19,375

 
$
38,592

Total Assets as of March 31, 2014
$
3,717,269

 
$
2,475,163

 
$
183,381

 
$
7,887,305

 
$
14,263,118

 
 
 
 
 
 
 
 
 


Three Months Ended March 31, 2013
 

 
 

 
 

 
 

 


Net Interest Income
$
40,703

 
$
24,983

 
$
2,771

 
$
20,103

 
$
88,560

Provision for Credit Losses
2,612

 
(604
)
 
(21
)
 
(1,987
)
 
—

Net Interest Income After Provision for Credit Losses
38,091

 
25,587

 
2,792

 
22,090

 
88,560

Noninterest Income
22,924

 
6,960

 
14,810

 
3,084

 
47,778

Noninterest Expense
(50,857
)
 
(16,512
)
 
(14,183
)
 
(2,835
)
 
(84,387
)
Income Before Provision for Income Taxes
10,158

 
16,035

 
3,419

 
22,339

 
51,951

Provision for Income Taxes
(3,759
)
 
(5,478
)
 
(1,265
)
 
(5,469
)
 
(15,971
)
Net Income
$
6,399

 
$
10,557

 
$
2,154

 
$
16,870

 
$
35,980

Total Assets as of March 31, 2013
$
3,563,313

 
$
2,193,088

 
$
188,662

 
$
7,580,604

 
$
13,525,667

 
 
 
 
 
 
 
 
 




28

Note 9.  Pension Plans and Postretirement Benefit Plan
Components of net periodic benefit cost for the Company’s pension plans and the postretirement benefit plan are presented in the following table for the three months ended March 31, 2014 and 2013.
 
Pension Benefits
 
Postretirement Benefits
(dollars in thousands)
2014

 
2013

 
2014

 
2013

Three Months Ended March 31,
 

 
 

 
 

 
 

Service Cost
$
—

 
$
—

 
$
157

 
$
32

Interest Cost
1,242

 
1,128

 
348

 
57

Expected Return on Plan Assets
(1,275
)
 
(1,313
)
 
—

 
—

Amortization of:
 

 
 

 
 

 
 

Prior Service Credit
—

 
—

 
(81
)
 
(80
)
Net Actuarial Losses
352

 
414

 
(13
)
 
—

Net Periodic Benefit Cost
$
319

 
$
229

 
$
411

 
$
9


The net periodic benefit cost for the Company’s pension plans and postretirement benefit plan are recorded as a component of salaries and benefits in the consolidated statements of income.  For the three months ended March 31, 2014, the Company contributed $0.1 million to the pension plans and $0.2 million to the postretirement benefit plan.  The Company expects to contribute $0.5 million to the pension plans and $1.3 million to the postretirement benefit plan for the year ending December 31, 2014.

Note 10.  Derivative Financial Instruments

The following table presents the Company’s derivative financial instruments, their fair values, and balance sheet location as of March 31, 2014 and December 31, 2013:
 
March 31, 2014
 
December 31, 2013
Derivative Financial Instruments Not Designated
     as Hedging Instruments1 (dollars in thousands)
Asset
Derivatives

 
Liability
Derivatives

 
Asset
Derivatives

 
Liability
Derivatives

Interest Rate Lock Commitments
$
443

 
$
—

 
$
574

 
$
38

Forward Commitments
11

 
8

 
215

 
4

Interest Rate Swap Agreements
19,849

 
20,003

 
20,852

 
21,009

Foreign Exchange Contracts
67

 
157

 
128

 
900

Total
$
20,370

 
$
20,168

 
$
21,769

 
$
21,951

1 
Asset derivatives are included in other assets and liability derivatives are included in other liabilities in the consolidated statements of condition.

The following table presents the Company’s derivative financial instruments and the amount and location of the net gains and losses recognized in the consolidated statements of income for the three months ended March 31, 2014 and 2013:
 
Location of
 
 
 
 
Derivative Financial Instruments
Net Gains (Losses)
 
Three Months Ended
Not Designated as Hedging Instruments
Recognized in the
 
March 31,
(dollars in thousands)
Statements of Income
 
2014

 
2013

Interest Rate Lock Commitments
Mortgage Banking
 
$
1,101

 
$
3,258

Forward Commitments
Mortgage Banking
 
(354
)
 
2,229

Interest Rate Swap Agreements
Other Noninterest Income
 
4

 
20

Foreign Exchange Contracts
Other Noninterest Income
 
799

 
897

Total
 
 
$
1,550

 
$
6,404


Management has received authorization from the Bank’s Board of Directors to use derivative financial instruments as an end-user in connection with the Bank's risk management activities and to accommodate the needs of the Bank's customers.  As with any financial instrument, derivative financial instruments have inherent risks.  Market risk is defined as the risk of adverse financial impact due to fluctuations in interest rates, foreign exchange rates, and equity prices.  Market risks associated with derivative financial instruments are balanced with the expected returns to enhance earnings performance and shareholder value, while limiting the volatility of each.  The Company uses various processes to monitor its overall market risk exposure, including sensitivity analysis, value-at-risk calculations, and other methodologies.


29

Derivative financial instruments are also subject to credit and counterparty risk, which is defined as the risk of financial loss if a borrower or counterparty is either unable or unwilling to repay borrowings or settle transactions in accordance with the underlying contractual terms.  Credit and counterparty risks associated with derivative financial instruments are similar to those relating to traditional financial instruments.  The Company manages derivative credit and counterparty risk by evaluating the creditworthiness of each borrower or counterparty, adhering to the same credit approval process used for commercial lending activities.

As of March 31, 2014 and December 31, 2013, the Company did not designate any derivative financial instruments in formal hedging relationships.  The Company’s free-standing derivative financial instruments are required to be carried at their fair value on the Company’s consolidated statements of condition.  These financial instruments have been limited to interest rate lock commitments (“IRLCs”), forward commitments, interest rate swap agreements, and foreign exchange contracts.

The Company enters into IRLCs for residential mortgage loans which commit us to lend funds to a potential borrower at a specific interest rate and within a specified period of time.  IRLCs that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance.  Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan.  To mitigate this risk, the Company utilizes forward commitments as economic hedges against the potential decreases in the values of the loans held for sale.  The IRLCs and forward commitments are free-standing derivatives which are carried at fair value with changes recorded in the mortgage banking component of noninterest income in the Company’s consolidated statements of income.

The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers.  The Company mitigates the risk of entering into these agreements by entering into equal and offsetting interest rate swap agreements with highly rated third party financial institutions.  The interest rate swap agreements are free-standing derivatives and are recorded at fair value in the Company's consolidated statements of condition. Fair value changes are recorded in other noninterest income in the Company’s consolidated statements of income.  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.  Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.  See Note 5 to the Consolidated Financial Statements for more information.

The Company’s interest rate swap agreements with institutional counterparties contain credit-risk-related contingent features tied to the Company’s debt ratings or capitalization levels.  Under these provisions, if the Company’s debt rating falls below investment grade or if the Company’s capitalization levels fall below stipulated thresholds, certain counterparties may require immediate and ongoing collateralization on interest rate swaps in net liability positions, or may require immediate settlement of the contracts.  As of March 31, 2014, the Company’s debt ratings and capital levels were in excess of these minimum requirements.

The Company utilizes foreign exchange contracts to offset risks related to transactions executed on behalf of customers.  The foreign exchange contracts are free-standing derivatives which are carried at fair value with changes included in other noninterest income in the Company’s consolidated statements of income.

Note 11.  Commitments, Contingencies, and Guarantees
The Company’s credit commitments as of March 31, 2014 and December 31, 2013 were as follows:
(dollars in thousands)
March 31,
2014

 
December 31,
2013

Unfunded Commitments to Extend Credit
$
2,380,414

 
$
2,314,892

Standby Letters of Credit
42,024

 
58,207

Commercial Letters of Credit
15,895

 
16,387

Total Credit Commitments
$
2,438,333

 
$
2,389,486


30


Unfunded Commitments to Extend Credit

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of the terms or conditions established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements.

Standby and Commercial Letters of Credit

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and a third party.  The contractual amount of these letters of credit represents the maximum potential future payments guaranteed by the Company.  The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit, and holds cash and deposits as collateral on those standby letters of credit for which collateral is deemed necessary.

Contingencies

The Company is subject to various pending and threatened legal proceedings arising out of the normal course of business or operations. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the most recent information available. On a case-by-case basis, reserves are established for those legal claims for which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. Based on information currently available, management believes that the eventual outcome of these other actions against the Company will not be materially in excess of such amounts accrued by the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters may be material to the Company's consolidated statement of income for any particular period.

Risks Related to Representation and Warranty Provisions

The Company sells residential mortgage loans in the secondary market primarily to the Federal National Mortgage Association ("Fannie Mae"). The Company also pools Federal Housing Administration (“FHA”) insured and U.S. Department of Veterans Affairs (“VA”) guaranteed residential mortgage loans for sale to the Government National Mortgage Corporation ("Ginnie Mae"). These pools of FHA-insured and VA-guaranteed residential mortgage loans are securitized by Ginnie Mae. The agreements under which the Company sells residential mortgage loans to Fannie Mae or Ginnie Mae and the insurance or guaranty agreements with FHA and VA 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, 2014, the unpaid principal balance of residential mortgage loans sold by the Company was $3.0 billion. The agreements under which the Company sells 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, the Company 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. Upon receipt of a repurchase request, the Company works with investors or insurers 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 or insurer and to determine if a contractually required repurchase event has occurred. The Company manages the risk associated with potential repurchases or other forms of settlement through careful underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards. For the three months ended March 31, 2014, the Company made no repurchases of residential mortgage loans as a result of the representation and warranty provisions contained in these contracts. As of March 31, 2014, there were three pending repurchase requests for an aggregate of $0.9 million related to representation and warranty provisions.

Risks Relating to Residential Mortgage Loan Servicing Activities

In addition to servicing loans in the Company's portfolio, substantially all of the loans the Company sells to investors are sold with servicing rights retained. The Company also services loans originated by other mortgage loan originators. As servicer, the

31

Company's 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, to the extent consistent with the documents governing a securitization, consider alternatives to foreclosure, such as loan modifications or short sales. Each agreement under which the Company acts 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 the Company commits a material breach of obligations as servicer, the Company 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, 2014, there were no loans repurchased related to loan servicing activities. As of March 31, 2014, there were no pending repurchase requests related to loan servicing activities.

Although to date repurchase requests related to representation and warranty provisions, and servicing activities have been limited, it is possible that requests to repurchase mortgage loans may increase in frequency as investors more aggressively pursue all means of recovering losses on their purchased loans. However, as of March 31, 2014, 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, 2014, 99% of the Company's residential mortgage loans serviced for investors were current. The Company maintains ongoing communications with investors and continues to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in the Company's investor portfolios.

Note 12.  Fair Value of Assets and Liabilities

Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date.  GAAP established a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1:
Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.  A contractually binding sales price also provides reliable evidence of fair value.
 
 
Level 2:
Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market.
 
 
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement; inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market; or inputs to the valuation methodology that require significant management judgment or estimation, some of which may be internally developed.
Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements.  Management reviews and updates the fair value hierarchy classifications of the Company’s assets and liabilities on a quarterly basis.


32

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment Securities Available-for-Sale

Fair values of investment securities available-for-sale were primarily measured using information from a third-party pricing service.  This service provides pricing information by utilizing evaluated pricing models supported with market data information.  Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data from market research publications.  Level 1 investment securities are comprised of debt securities issued by the U.S. Treasury.  As quoted prices were available, unadjusted, for identical securities in active markets, these securities were classified as Level 1 measurements.  Level 2 investment securities were primarily comprised of debt securities issued by the Small Business Administration, states and municipalities, corporations, as well as mortgage-backed securities issued by government agencies.  Fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models.  In cases where there may be limited or less transparent information provided by the Company’s third-party pricing service, fair value may be estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes.

On a quarterly basis, management reviews the pricing information received from the Company’s third-party pricing service.  This review process 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 Company’s third-party pricing service.  Management primarily 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.  Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs to determine fair value.  As of March 31, 2014 and December 31, 2013, management did not make adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.  On a quarterly basis, management also reviews a sample of securities priced by the Company’s third-party pricing service to review significant assumptions and valuation methodologies used.  Based on this review, management determines whether the current placement of the security in the fair value hierarchy is appropriate or whether transfers may be warranted.  The Company’s third-party pricing service has also established processes for us to submit inquiries regarding quoted prices.  Periodically, we will challenge the quoted prices provided by our 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 us.  The Company’s third-party pricing service may then affirm the original quoted price or may update the evaluation on a going forward basis.

Loans Held for Sale

The fair value of the Company’s residential mortgage loans held for sale was determined based on quoted prices for similar loans in active markets, and therefore, is classified as a Level 2 measurement.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active market with readily observable market data.  As a result, the Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income.  The Company stratifies its mortgage servicing portfolio on the basis of loan type.  The assumptions used in the discounted cash flow model are those that we believe market participants would use in estimating future net servicing income.  Significant assumptions in the valuation of mortgage servicing rights include estimated loan repayment rates, the discount rate, servicing costs, and the timing of cash flows, among other factors.  Mortgage servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

Other Assets

Other assets recorded at fair value on a recurring basis are primarily comprised of investments related to deferred compensation arrangements.  Quoted prices for these investments, primarily in mutual funds, are available in active markets.  Thus, the Company’s investments related to deferred compensation arrangements are classified as Level 1 measurements in the fair value hierarchy.

Derivative Financial Instruments

Derivative financial instruments recorded at fair value on a recurring basis are comprised of interest rate lock commitments (“IRLCs”), forward commitments, interest rate swap agreements, and foreign exchange contracts.  The fair values of IRLCs are

33

calculated based on the value of the underlying loan, which in turn is based on quoted prices for similar loans in the secondary market.  However, this value is adjusted by a factor which considers the likelihood that the loan in a locked position will ultimately close.  This factor, the closing ratio, is derived from the Bank’s internal data and is adjusted using significant management judgment.  As such, IRLCs are classified as Level 3 measurements.  Forward commitments are classified as Level 2 measurements as they are primarily based on quoted prices from the secondary market based on the settlement date of the contracts, interpolated or extrapolated, if necessary, to estimate a fair value as of the end of the reporting period.  The fair values of interest rate swap agreements are calculated using a discounted cash flow approach and utilize Level 2 observable inputs such as the LIBOR swap curve, effective date, maturity date, notional amount, and stated interest rate.  In addition, the Company includes in its fair value calculation a credit factor adjustment which is based primarily on management judgment.  Thus, interest rate swap agreements are classified as a Level 3 measurement.  The fair values of foreign exchange contracts are calculated using the Bank’s multi-currency accounting system which utilizes contract specific information such as currency, maturity date, contractual amount, and strike price, along with market data information such as the spot rates of specific currency and yield curves.  Foreign exchange contracts are classified as Level 2 measurements because while they are valued using the Bank’s multi-currency accounting system, significant management judgment or estimation is not required.

The Company is exposed to credit risk if borrowers or counterparties fail to perform.  The Company seeks to minimize credit risk through credit approvals, limits, monitoring procedures, and collateral requirements.  The Company generally enters into transactions with borrowers and counterparties that carry high quality credit ratings.  Credit risk associated with borrowers or counterparties as well as the Company’s non-performance risk is factored into the determination of the fair value of derivative financial instruments.


34

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013:
 
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities

 
Significant
Other
Observable
Inputs

 
Significant
Unobservable
Inputs

 
 

(dollars in thousands)
(Level 1)

 
(Level 2)

 
(Level 3)

 
Total

March 31, 2014
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
61,832

 
$
312,147

 
$
—

 
$
373,979

Debt Securities Issued by States and Political Subdivisions
—

 
723,119

 
—

 
723,119

Debt Securities Issued by Corporations
—

 
259,561

 
—

 
259,561

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies
—

 
604,983

 
—

 
604,983

  Residential - U.S. Government-Sponsored Enterprises
—

 
21,408

 
—

 
21,408

    Commercial - Government Agencies
—

 
205,014

 
—

 
205,014

Total Mortgage-Backed Securities
—

 
831,405

 
—

 
831,405

Total Investment Securities Available-for-Sale
61,832

 
2,126,232


—

 
2,188,064

Loans Held for Sale
—

 
2,437

 
—

 
2,437

Mortgage Servicing Rights
—

 
—

 
3,381

 
3,381

Other Assets
16,333

 
—

 
—

 
16,333

Derivatives 1
—

 
78

 
20,292

 
20,370

Total Assets Measured at Fair Value on a
Recurring Basis as of March 31, 2014
$
78,165

 
$
2,128,747

 
$
23,673

 
$
2,230,585

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Derivatives 1
$
—

 
$
165

 
$
20,003

 
$
20,168

Total Liabilities Measured at Fair Value on a
Recurring Basis as of March 31, 2014
$
—

 
$
165


$
20,003

 
$
20,168

 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
70,693

 
$
326,586

 
$
—

 
$
397,279

Debt Securities Issued by States and Political Subdivisions
—

 
686,802

 
—

 
686,802

Debt Securities Issued by Corporations
—

 
273,501

 
—

 
273,501

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies
—

 
653,194

 
—

 
653,194

  Residential - U.S. Government-Sponsored Enterprises
—

 
23,268

 
—

 
23,268

    Commercial - Government Agencies
—

 
209,653

 
—

 
209,653

Total Mortgage-Backed Securities
—

 
886,115


—


886,115

Total Investment Securities Available-for-Sale
70,693

 
2,173,004


—

 
2,243,697

Loans Held for Sale
—

 
6,435

 
—

 
6,435

Mortgage Servicing Rights
—

 
—

 
3,826

 
3,826

Other Assets
15,535

 
—

 
—

 
15,535

Derivatives 1
—

 
343

 
21,426

 
21,769

Total Assets Measured at Fair Value on a
Recurring Basis as of December 31, 2013
$
86,228

 
$
2,179,782

 
$
25,252

 
$
2,291,262

 
 
 
 
 
 
 


Liabilities:
 

 
 

 
 

 


Derivatives 1
$
—

 
$
904

 
$
21,047

 
$
21,951

Total Liabilities Measured at Fair Value on a
Recurring Basis as of December 31, 2013
$
—

 
$
904


$
21,047

 
$
21,951

1 
The fair value of each class of derivatives is shown in Note 10 to the Consolidated Financial Statements.

35

For the three months ended March 31, 2014 and 2013, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
(dollars in thousands)
Mortgage
Servicing Rights 1

 
Net Derivative
Assets and
Liabilities 2

 
Total

Three Months Ended March 31, 2014
 

 
 

 
 

Balance as of January 1, 2014
$
3,826

 
$
379

 
$
4,205

Realized and Unrealized Net Gains (Losses):
 

 
 

 
 

Included in Net Income
(445
)
 
1,104

 
659

Transfers to Loans Held for Sale
—

 
(1,194
)
 
(1,194
)
Balance as of March 31, 2014
$
3,381

 
$
289

 
$
3,670

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of March 31, 2014
$
(349
)
 
$
289

 
$
(60
)
 
 
 
 
 
 
Three Months Ended March 31, 2013
 

 
 

 
 

Balance as of January 1, 2013
$
4,761

 
$
9,940

 
$
14,701

Realized and Unrealized Net Gains (Losses):
 

 
 

 
 

Included in Net Income
(325
)
 
3,278

 
2,953

Transfers to Loans Held for Sale
—

 
(8,240
)
 
(8,240
)
Balance as of March 31, 2013
$
4,436

 
$
4,978

 
$
9,414

Total Unrealized Net Gains Included in Net Income
Related to Assets Still Held as of March 31, 2013
$
34

 
$
4,978

 
$
5,012

1 
Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of mortgage banking income in the Company’s consolidated statements of income.
2 
Realized and unrealized gains and losses related to interest rate lock commitments are reported as a component of mortgage banking income in the Company’s consolidated statements of income.  Realized and unrealized gains and losses related to interest rate swap agreements are reported as a component of other noninterest income in the Company’s consolidated statements of income.
For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of March 31, 2014 and December 31, 2013, the significant unobservable inputs used in the fair value measurements were as follows:
 
 
 
 
Significant Unobservable Inputs
(weighted-average)
 
Fair Value
(dollars in thousands)
 
Valuation
 Technique
 
Description
 
Mar. 31,
2014

 
Dec. 31,
2013

 
Mar. 31,
2014

 
Dec. 31,
2013

Mortgage Servicing Rights
 
Discounted Cash Flow
 
Constant Prepayment Rate 1
 
9.03
%
 
7.98
%
 
$
31,684

 
$
33,926

 
 
 
 
Discount Rate 2
 
9.75
%
 
9.70
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Derivative Assets and Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Lock Commitments
 
Pricing Model
 
Closing Ratio
 
94.11
%
 
93.76
%
 
$
443

 
$
536

Interest Rate Swap Agreements
 
Discounted Cash Flow
 
Credit Factor
 
0.77
%
 
0.74
%
 
$
(154
)
 
$
(157
)
1 
Represents annualized loan repayment rate assumption.
2 
Derived from multiple interest rate scenarios that incorporate a spread to the London Interbank Offered Rate swap curve and market volatilities.
The significant unobservable inputs used in the fair value measurement of the Company’s mortgage servicing rights are the weighted-average constant prepayment rate and weighted-average discount rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.  Although the constant prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions of each other.

The Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income.  The Company’s Treasury Division enters observable and unobservable inputs into the model to arrive at an estimated fair value.  To assess the reasonableness of the fair value measurement, the Treasury Division performs a back-test by applying the model to historical prepayment data.  The fair value and constant prepayment rate are also compared to forward-looking estimates to assess reasonableness.  The Treasury Division also compares the fair value of the Company’s mortgage servicing rights to a value calculated by an independent third-party.  Discussions are held with members from the Treasury, Mortgage Banking, and Controllers Divisions, along with the independent third-party to discuss and reconcile the fair value estimates and key assumptions used by the respective parties in arriving at those estimates.  A subcommittee of the Company’s Asset/Liability Management Committee is responsible for providing oversight over the valuation methodology and key assumptions.

36


The significant unobservable input used in the fair value measurement of the Company’s IRLCs is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close.  Generally, the fair value of an IRLC is positive (negative) if the prevailing interest rate is lower (higher) than the IRLC rate.  Therefore, an increase in the closing ratio (i.e., higher percentage of loans are estimated to close) will increase the gain or loss.  The closing ratio is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock.  The closing ratio is computed by our secondary marketing system using historical data and the ratio is periodically reviewed by the Company’s Secondary Marketing Department of the Mortgage Banking Division for reasonableness.

The unobservable input used in the fair value measurement of the Company’s interest rate swap agreements is the credit factor.  This factor represents the risk that a counterparty is either unable or unwilling to settle a transaction in accordance with the underlying contractual terms.  A significant increase (decrease) in the credit factor could result in a significantly lower (higher) fair value measurement.  The credit factor is determined by the Treasury Division based on the risk rating assigned to each counterparty in which the Company holds a net asset position.  The Company’s Credit Policy Committee periodically reviews and approves the Expected Default Frequency of the Economic Capital Model for Credit Risk.  The Expected Default Frequency is used as the credit factor for interest rate swap agreements.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company may be required periodically to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP.  These adjustments to fair value usually result from the application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets.  As of March 31, 2014 and 2013, there were no material adjustments to fair value for the Company’s assets and liabilities measured at fair value on a nonrecurring basis in accordance with GAAP.

Fair Value Option

The Company elected the fair value option for all residential mortgage loans held for sale originated on or after October 1, 2011.  This election allows for a more effective offset of the changes in fair values of the loans held for sale and the derivative financial instruments used to economically hedge them without having to apply complex hedge accounting requirements.  As noted above, the fair value of the Company’s residential mortgage loans held for sale was determined based on quoted prices for similar loans in active markets.

The following table reflects the difference between the aggregate fair value and the aggregate unpaid principal balance of the Company’s residential mortgage loans held for sale as of March 31, 2014 and December 31, 2013.
(dollars in thousands)
Aggregate Fair Value

 
Aggregate Unpaid Principal
 
 
Aggregate Fair Value
Less Aggregate
 Unpaid Principal
 
March 31, 2014
 

 
 
 

 
 
 

Loans Held for Sale
$
2,437

 
 
$
2,277

 
 
$
160

 
 
 
 
 
 
 
 
December 31, 2013
 

 
 
 

 
 
 

Loans Held for Sale
$
6,435

 
 
$
6,284

 
 
$
151

Changes in the estimated fair value of residential mortgage loans held for sale are reported as a component of mortgage banking income in the Company’s consolidated statements of income.  For the three months ended March 31, 2014 and 2013, the net gains or losses from the change in fair value of the Company’s residential mortgage loans held for sale were not material.

37


Financial Instruments Not Recorded at Fair Value on a Recurring Basis

The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.

Investment Securities Held-to-Maturity

The fair value of the Company’s investment securities held-to-maturity was primarily measured using information from a third-party pricing service.  Level 1 investment securities are comprised of debt securities issued by the U.S. Treasury as quoted prices were available, unadjusted, for identical securities in active markets.  If quoted prices were not available, fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models.  In cases where there may be limited or less transparent information provided by the Company’s third-party pricing service, fair value may be estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes.

Loans

The fair value of the Company’s loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans were first segregated by type such as commercial, real estate, and consumer, and were then further segmented into fixed and variable rate and loan quality categories.  Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.

Time Deposits

The fair values of the Company’s time deposits were estimated using discounted cash flow analyses.  The discount rates used were based on rates currently offered for deposits with similar remaining maturities.  The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

Securities Sold Under Agreements to Repurchase

The fair value of the Company’s securities sold under agreements to repurchase was calculated using discounted cash flow analyses, applying discount rates currently offered for new agreements with similar remaining maturities and considering the Company’s non-performance risk.

Long-Term Debt

The fair value of the Company’s long-term debt was calculated using a discounted cash flow approach and applying discount rates currently offered for new notes with similar remaining maturities and considering the Company’s non-performance risk.


38

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2014 and December 31, 2013.  This table excludes financial instruments for which the carrying amount approximates fair value.  For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.  For non-marketable equity securities such as Federal Home Loan Bank and Federal Reserve Bank stock, the carrying amount is a reasonable estimate of fair value as these securities can only be redeemed or sold at their par value and only to the respective issuing government supported institution or to another member institution.  For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.
 
 
 
 
 
Fair Value Measurements
 
Carrying

 
 
 
Quoted Prices
 in Active
 Markets for
Identical
 Assets or
Liabilities

 
Significant
Other
Observable
Inputs

 
Significant
Unobservable
Inputs

(dollars in thousands)
Amount

 
Fair Value

 
(Level 1)

 
(Level 2)

 
(Level 3)

March 31, 2014
 

 
 

 
 

 
 

 
 

Financial Instruments - Assets
 

 
 

 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
4,777,494

 
$
4,774,032

 
$
497,853

 
$
4,276,179

 
$
—

Loans 1
5,841,620

 
6,248,862

 
—

 
—

 
6,248,862

 
 
 


 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,471,623

 
1,476,282

 
—

 
1,476,282

 
—

Securities Sold Under Agreements to Repurchase
797,213

 
872,907

 
—

 
872,907

 
—

Long-Term Debt 2
165,877

 
167,026

 
—

 
167,026

 
—

 
 
 


 
 
 
 
 
 
December 31, 2013
 

 


 
 

 
 

 
 

Financial Instruments - Assets
 

 


 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
4,744,519

 
$
4,697,587

 
$
433,365

 
$
4,264,222

 
$
—

Loans 1
5,707,133

 
6,062,147

 
—

 
—

 
6,062,147

 
 
 
 
 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,317,770

 
1,322,967

 
—

 
1,322,967

 
—

Securities Sold Under Agreements to Repurchase
770,049

 
846,193

 
—

 
846,193

 
—

Long-Term Debt 2
165,877

 
167,049

 
—

 
167,049

 
—

1 
Net of unearned income and the Allowance.
2 
Excludes capitalized lease obligations.


39


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements concerning, among other things, the economic and business environment in our service area and elsewhere, credit quality and other financial and business matters in future periods. Our forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate and actual results may differ materially from those projected because of a variety of risks and uncertainties, including, but not limited to: 1) general economic conditions either nationally, internationally, or locally may be different than expected, and particularly, any event that negatively impacts the tourism industry in Hawaii; 2) unanticipated changes in the securities markets, public debt markets, and other capital markets in the U.S. and internationally; 3) competitive pressures in the markets for financial services and products; 4) the impact of legislative and regulatory initiatives, particularly the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"); 5) changes in fiscal and monetary policies of the markets in which we operate; 6) the increased cost of maintaining or the Company's ability to maintain adequate liquidity and capital, based on the requirements adopted by the Basel Committee on Banking Supervision and U.S. regulators; 7) actual or alleged conduct which could harm our reputation; 8) changes in accounting standards; 9) changes in tax laws or regulations or the interpretation of such laws and regulations; 10) changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses; 11) changes in market interest rates that may affect credit markets and our ability to maintain our net interest margin; 12) the impact of litigation and regulatory investigations of the Company, including costs, expenses, settlements, and judgments; 13) any failure in or breach of our operational systems, information systems or infrastructure, or those of our merchants, third party vendors and other service providers; 14) any interruption or breach of security of our information systems resulting in failures or disruptions in customer account management, general ledger processing, and loan or deposit systems; 15) changes to the amount and timing of proposed common stock repurchases; and 16) natural disasters, public unrest or adverse weather, public health, and other conditions impacting us and our customers' operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, refer to the section entitled “Risk Factors” in Part II of this report and Part I of our Annual Report on Form 10-K for the year ended December 31, 2013, and subsequent periodic and current reports, filed with the U.S. Securities and Exchange Commission (the “SEC”). Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We undertake no obligation to update forward-looking statements to reflect later events or circumstances.

Overview

Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii.  The Parent’s principal and only operating subsidiary is Bank of Hawaii (the “Bank”).

The Bank, directly and through its subsidiaries, provides a broad range of financial services to businesses, consumers, and governments in Hawaii, Guam, and other Pacific Islands.  References to “we,” “our,” “us,” or the “Company” refer to the Parent and its subsidiaries that are consolidated for financial reporting purposes.

Our business strategy is to use our unique market knowledge, prudent management discipline and brand strength to deliver exceptional value to our stakeholders.
Hawaii Economy

General economic conditions in Hawaii remain positive, led by a healthy tourism industry, a growing construction industry, relatively low unemployment, and rising real estate prices. For the first two months of 2014, total visitor arrivals decreased by 2.1% and visitor spending decreased by 2.8% compared to the same period in 2013. Following a record level of visitor arrivals in 2013, the current level of visitor arrivals and spending totals still reflect a healthy tourism industry despite the year-over-year decline. The statewide seasonally-adjusted unemployment rate was at 4.5% in March 2014, compared to 6.7% nationally. For the first three months of 2014, the volume of single-family home sales on Oahu was 1.9% higher compared to the same period in 2013 while the volume of condominium sales on Oahu was 1.7% higher compared to the same period in 2013. The median price of single-family home sales on Oahu was 9.2% higher for the first three months of 2014 compared to the same period in 2013, while the median price of condominium sales on Oahu was 1.5% higher compared to the same period in 2013. As of March 31, 2014, months of inventory of single-family homes and condominiums on Oahu remained low at approximately 2.6 months and 3.2 months, respectively.


40


Earnings Summary

Net income for the first quarter of 2014 was $38.6 million, an increase of $2.6 million or 7% compared to the same period in 2013.  Diluted earnings per share was $0.87 for the first quarter of 2014, an increase of $0.06 or 7% compared to the same period in 2013.  Our higher earnings for the first quarter of 2014 were primarily due to the following:

•
Net interest income for the first quarter of 2014 was $93.2 million, an increase of $4.7 million or 5% compared to the same period in 2013.  Our net interest margin was 2.87% in the first quarter of 2014, an increase of 5 basis points compared to the same period in 2013.  This increase was primarily due to continued loan growth and lower premium amortization in our investment securities portfolio. In addition, the year-over-year increase in interest rates has allowed us to purchase new securities at higher yields.
•
Net gains on sales of investment securities increased by $2.2 million in the first quarter of 2014 compared to the same period in 2013 primarily due to a $2.0 million gain on the sale of 22,000 Visa Class B shares (9,253 Visa Class A equivalents). We also contributed 5,500 Visa Class B shares to the Bank of Hawaii Foundation in the first quarter of 2014. The contribution had no impact on noninterest expense; however, the contribution favorably impacted our effective tax rate for the first quarter of 2014. The Company received these Class B shares in 2008 as part of Visa's initial public offering and are transferable only under limited circumstances until they can be converted to the publicly traded Class A shares.
•
Salaries and benefits expense decreased by $1.8 million or 4% in the first quarter of 2014 compared to the same period in 2013. This decrease was primarily due to lower base salaries (a result of fewer full-time equivalent employees), overtime, commissions, and separation expense.
The impact of these items was partially offset by a $4.4 million or 69% decrease in mortgage banking income. This decrease was primarily due to lower mortgage application and production volume as refinancing activity declined. Also contributing to the decrease was our decision to add more conforming saleable loans to our portfolio in 2014 which reduced our gains on sales of residential mortgage loans. Other noninterest income decreased by $1.4 million or 31% in the first quarter of 2014 compared to the same period in 2013 primarily due to a $1.1 million gain on sale of leased assets in the first quarter of 2013 mainly resulting from the sale of two equipment leases.
We continued to maintain a strong balance sheet during the first quarter of 2014, with adequate reserves for credit losses, and high levels of liquidity and capital. In particular:
•
The allowance for loan and lease losses (the “Allowance”) was $114.1 million as of March 31, 2014, a decrease of $1.3 million or 1% from December 31, 2013.  The Allowance represents 1.84% of total loans and leases outstanding as of March 31, 2014 and 1.89% of total loans and leases outstanding as of December 31, 2013. The decrease in the Allowance was commensurate with the Company's stable credit risk profile, loan portfolio growth and composition, and a healthy Hawaii economy.
•
We continued to invest excess liquidity in high-grade investment securities.  As of March 31, 2014, the total carrying value of our investment securities portfolio was $7.0 billion, a decrease of $22.7 million or less than 1% compared to December 31, 2013. During the first three months of 2014, we continued to reduce our positions in mortgage-backed securities issued by Ginnie Mae. We re-invested these proceeds, in part, into mortgage-backed securities issued by Fannie Mae, U.S. Treasury notes, and municipal bond holdings.
•
Total deposits were $12.0 billion as of March 31, 2014, an increase of $129.8 million or 1% from December 31, 2013. This increase was primarily due to growth in our public time deposits and consumer core deposits.
•
Total shareholders’ equity was $1.0 billion as of March 31, 2014, an increase of $16.9 million or 2% from December 31, 2013.  We continued to return capital to our shareholders in the form of share repurchases and dividends.  During the first three months of 2014, we repurchased 245,554 shares of our common stock at a total cost of $14.3 million under our share repurchase program and from employees and/or directors in connection with stock swaps and income tax withholdings related to the vesting of restricted stock. We also paid cash dividends of $20.1 million during the first three months of 2014.

41


Our financial highlights are presented in Table 1.
Financial Highlights
 
 
Table 1

 
Three Months Ended
 
March 31,
(dollars in thousands, except per share amounts)
2014

 
2013

For the Period:
 

 
 

Operating Results
 

 
 

Net Interest Income
$
93,233

 
$
88,560

Provision for Credit Losses
—

 
—

Total Noninterest Income
44,768

 
47,778

Total Noninterest Expense
83,547

 
84,387

Net Income
38,592

 
35,980

Basic Earnings Per Share
0.87

 
0.81

Diluted Earnings Per Share
0.87

 
0.81

Dividends Declared Per Share
0.45

 
0.45

 
 
 
 
Performance Ratios
 

 
 

Return on Average Assets
1.12
%
 
1.08
%
Return on Average Shareholders’ Equity
15.15

 
14.10

Efficiency Ratio 1
60.54

 
61.90

Net Interest Margin 2
2.87

 
2.82

Dividend Payout Ratio 3
51.72

 
55.56

Average Shareholders’ Equity to Average Assets
7.36

 
7.63

 
 
 
 
Average Balances
 

 
 

Average Loans and Leases
$
6,104,041

 
$
5,803,503

Average Assets
14,033,949

 
13,557,358

Average Deposits
11,814,548

 
11,287,485

Average Shareholders’ Equity
1,033,413

 
1,034,843

 
 
 
 
Market Price Per Share of Common Stock
 

 
 

Closing
$
60.61

 
$
50.81

High
61.36

 
50.91

Low
54.16

 
44.88

 
 
 
 
 
March 31,
2014

 
December 31,
2013

As of Period End:
 

 
 

Balance Sheet Totals
 

 
 

Loans and Leases
$
6,209,857

 
$
6,095,387

Total Assets
14,263,118

 
14,084,280

Total Deposits
12,044,473

 
11,914,656

Long-Term Debt
174,695

 
174,706

Total Shareholders’ Equity
1,028,904

 
1,011,976

 
 
 
 
Asset Quality
 

 
 

Allowance for Loan and Lease Losses
$
114,126

 
$
115,454

Non-Performing Assets
37,048

 
39,650

 
 
 
 
Financial Ratios
 

 
 

Allowance to Loans and Leases Outstanding
1.84
%
 
1.89
%
Tier 1 Capital Ratio
15.47

 
15.55

Total Capital Ratio
16.73

 
16.81

Tier 1 Leverage Ratio
7.06

 
7.07

Total Shareholders’ Equity to Total Assets
7.21

 
7.19

Tangible Common Equity to Tangible Assets 4
7.01

 
6.98

Tangible Common Equity to Risk-Weighted Assets 4
15.51

 
15.49

 
 
 
 
Non-Financial Data
 

 
 

Full-Time Equivalent Employees
2,181

 
2,196

Branches and Offices
74

 
74

ATMs
458

 
466

1 
Efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and total noninterest income).
2 
Net interest margin is defined as net interest income, on a taxable-equivalent basis, as a percentage of average earning assets.
3 
Dividend payout ratio is defined as dividends declared per share divided by basic earnings per share.
4 
Tangible common equity to tangible assets and tangible common equity to risk-weighted assets are Non-GAAP financial measures.  See the “Use of Non-GAAP Financial Measures” section below.

42


Use of Non-GAAP Financial Measures

The ratios “tangible common equity to tangible assets” and “tangible common equity to risk-weighted assets” are Non-GAAP financial measures.  The Company believes these measurements are useful for investors, regulators, management and others to evaluate capital adequacy relative to other financial institutions.  Although these Non-GAAP financial measures are frequently used by stakeholders 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.  Table 2 provides a reconciliation of these Non-GAAP financial measures with their most closely related GAAP measures.

GAAP to Non-GAAP Reconciliation
 

 
Table 2

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Total Shareholders’ Equity
$
1,028,904

 
$
1,011,976

Less: Goodwill
31,517

 
31,517

Tangible Common Equity
$
997,387

 
$
980,459

 
 
 
 
Total Assets
$
14,263,118

 
$
14,084,280

Less: Goodwill
31,517

 
31,517

Tangible Assets
$
14,231,601

 
$
14,052,763

Risk-Weighted Assets, determined in accordance with prescribed regulatory requirements
$
6,430,987

 
$
6,330,532

 
 
 
 
Total Shareholders’ Equity to Total Assets
7.21
%
 
7.19
%
Tangible Common Equity to Tangible Assets (Non-GAAP)
7.01
%
 
6.98
%
 
 
 
 
Tier 1 Capital Ratio
15.47
%
 
15.55
%
Tangible Common Equity to Risk-Weighted Assets (Non-GAAP)
15.51
%
 
15.49
%


43


Analysis of Statements of Income

Average balances, related income and expenses, and resulting yields and rates are presented in Table 3.  An analysis of the change in net interest income, on a taxable-equivalent basis, is presented in Table 4. 






Average Balances and Interest Rates - Taxable-Equivalent Basis
 
 
 
Table 3

 
Three Months Ended
 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
 
Average

 
Income/

 
Yield/

 
Average

 
Income/

 
Yield/

(dollars in millions)
Balance

 
Expense

 
Rate

 
Balance

 
Expense

 
Rate

Earning Assets
 

 
 

 
 

 
 

 
 

 
 

Interest-Bearing Deposits
$
5.7

 
$
—

 
0.23
%
 
$
4.0

 
$
—

 
0.32
%
Funds Sold
270.5

 
0.1

 
0.20

 
156.4

 
0.1

 
0.15

Investment Securities
 
 
 
 
 
 
 
 
 
 
 
Available-for-Sale
2,226.4

 
12.7

 
2.29

 
3,322.1

 
18.2

 
2.19

Held-to-Maturity
4,754.2

 
28.8

 
2.42

 
3,578.1

 
19.8

 
2.22

Loans Held for Sale
4.2

 
0.1

 
4.68

 
18.3

 
0.2

 
3.94

Loans and Leases 1
 
 
 
 
 
 
 
 
 
 
 
Commercial and Industrial
923.8

 
7.8

 
3.41

 
822.9

 
7.6

 
3.75

Commercial Mortgage
1,250.0

 
12.7

 
4.12

 
1,093.4

 
11.1

 
4.10

Construction
97.3

 
1.1

 
4.43

 
115.5

 
1.4

 
5.04

Commercial Lease Financing
245.8

 
1.4

 
2.33

 
272.7

 
1.6

 
2.41

Residential Mortgage
2,286.9

 
24.4

 
4.27

 
2,311.6

 
25.9

 
4.49

Home Equity
781.8

 
7.6

 
3.97

 
767.9

 
7.9

 
4.16

Automobile
263.3

 
3.5

 
5.39

 
214.1

 
3.0

 
5.61

Other 2
255.1

 
5.0

 
7.90

 
205.4

 
4.2

 
8.33

Total Loans and Leases
6,104.0

 
63.5

 
4.19

 
5,803.5

 
62.7

 
4.36

Other
76.8

 
0.3

 
1.57

 
79.1

 
0.3

 
1.44

Total Earning Assets 3
13,441.8

 
105.5

 
3.16

 
12,961.5

 
101.3

 
3.14

Cash and Noninterest-Bearing Deposits
142.5

 
 
 
 
 
141.9

 
 
 
 
Other Assets
449.6

 
 
 
 
 
454.0

 
 
 
 
Total Assets
$
14,033.9

 
 
 
 
 
$
13,557.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Deposits
 
 
 
 
 
 
 
 
 
 
 
Demand
$
2,325.8

 
0.2

 
0.03

 
$
2,060.7

 
0.1

 
0.03

Savings
4,515.6

 
1.0

 
0.09

 
4,408.4

 
1.0

 
0.09

Time
1,373.1

 
1.2

 
0.37

 
1,512.9

 
1.5

 
0.41

Total Interest-Bearing Deposits
8,214.5

 
2.4

 
0.12

 
7,982.0

 
2.6

 
0.13

Short-Term Borrowings
10.0

 
—

 
0.14

 
58.1

 
—

 
0.15

Securities Sold Under Agreements to Repurchase
794.4

 
6.4

 
3.22

 
756.1

 
7.0

 
3.71

Long-Term Debt
174.7

 
0.6

 
1.44

 
157.1

 
0.7

 
1.63

Total Interest-Bearing Liabilities
9,193.6

 
9.4

 
0.41

 
8,953.3

 
10.3

 
0.46

Net Interest Income
 
 
$
96.1

 
 
 
 
 
$
91.0

 
 
Interest Rate Spread
 
 
 
 
2.75
%
 
 
 
 
 
2.68
%
Net Interest Margin
 
 
 
 
2.87
%
 
 
 
 
 
2.82
%
Noninterest-Bearing Demand Deposits
3,600.0

 
 
 
 
 
3,305.5

 
 
 
 
Other Liabilities
206.9

 
 
 
 
 
263.8

 
 
 
 
Shareholders’ Equity
1,033.4

 
 
 
 
 
1,034.8

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
14,033.9

 
 
 
 
 
$
13,557.4

 
 
 
 
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 
Comprised of other consumer revolving credit, installment, and consumer lease financing.
3 
Interest income includes taxable-equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $2.8 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively.

44


Analysis of Change in Net Interest Income - Taxable-Equivalent Basis
 
Table 4

 
Three Months Ended March 31, 2014
Compared to March 31, 2013
(dollars in millions)
Volume 1

 
Rate 1

 
Total

Change in Interest Income:
 

 
 

 
 

Investment Securities
 
 
 
 
 

Available-for-Sale
$
(6.2
)
 
$
0.7

 
$
(5.5
)
Held-to-Maturity
7.0

 
2.0

 
9.0

Loans Held for Sale
(0.1
)
 
—

 
(0.1
)
Loans and Leases
 
 
 
 


Commercial and Industrial
0.9

 
(0.7
)
 
0.2

Commercial Mortgage
1.6

 
—

 
1.6

Construction
(0.2
)
 
(0.1
)
 
(0.3
)
Commercial Lease Financing
(0.1
)
 
(0.1
)
 
(0.2
)
Residential Mortgage
(0.3
)
 
(1.2
)
 
(1.5
)
Home Equity
0.1

 
(0.4
)
 
(0.3
)
Automobile
0.6

 
(0.1
)
 
0.5

Other 2
1.0

 
(0.2
)
 
0.8

Total Loans and Leases
3.6

 
(2.8
)
 
0.8

Total Change in Interest Income
4.3

 
(0.1
)
 
4.2

 
 
 
 
 
 
Change in Interest Expense:
 
 
 
 
 

Interest-Bearing Deposits
 
 
 
 
 

Demand
0.1

 
—

 
0.1

Time
(0.1
)
 
(0.2
)
 
(0.3
)
Total Interest-Bearing Deposits
—

 
(0.2
)
 
(0.2
)
Securities Sold Under Agreements to Repurchase
0.3

 
(0.9
)
 
(0.6
)
Long-Term Debt
—

 
(0.1
)
 
(0.1
)
Total Change in Interest Expense
0.3

 
(1.2
)
 
(0.9
)
 
 
 
 
 


Change in Net Interest Income
$
4.0

 
$
1.1

 
$
5.1

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.
2 
Comprised of other consumer revolving credit, installment, and consumer lease financing.

Net Interest Income
Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities.  Net interest margin is defined as net interest income, on a taxable-equivalent basis, as a percentage of average earning assets.
Net interest income was $93.2 million in the first quarter of 2014, an increase of $4.7 million or 5% compared to the same period in 2013. On a taxable-equivalent basis, net interest income was $96.1 million in the first quarter of 2014, an increase of $5.1 million or 6% compared to the same period in 2013. Net interest margin was 2.87% for the first quarter of 2014, an increase of five basis points compared to the same period in 2013. The higher margin in the first quarter of 2014 was primarily due to our loans and leases, which generally have higher yields than investment securities, comprising a larger percentage of our earnings assets compared to the same period in 2013. In addition, the yields on investment securities have improved due in part to lower premium amortization. Interest rates increased significantly since the early part of the second quarter of 2013. To the extent interest rates remain at these higher levels or increase further, it is possible that our margins may continue to improve. However, any potential increase in our margins will take time to be fully realized.
Yields on our earning assets increased by two basis points in the first quarter of 2014 compared to the same period in 2013. Yields on our investment securities portfolio increased by 17 basis points in the first quarter of 2014 compared to the same period in 2013. This increase was due in part to lower premium amortization. In addition, the year-over-year increase in interest rates has allowed us to purchase new securities at higher yields. Yields on our loans and leases decreased by 17 basis points in the first quarter of 2014 compared to the same period in 2013, with lower yields in nearly every category of loans and leases. Yields on our residential mortgage portfolio decreased by 22 basis points primarily due to continued refinancing activity of higher rate mortgage loans. Also contributing to the increase in our net interest margin in the first quarter of 2014 compared to the same period in 2013 were slightly lower funding costs primarily due to marginally lower rates paid on our

45


interest-bearing deposits combined with lower rates paid on our securities sold under agreements to repurchase. Rates paid on our securities sold under agreements to repurchase decreased by 49 basis points in the first quarter of 2014 compared to the same period in 2013. During the second and third quarter of 2013, we modified the terms on some of our repurchase agreements with private institutions which involved extending the maturity date and lowering the interest rate.
Average balances of our earning assets increased by $480.3 million or 4% in the first quarter of 2014 compared to the same period in 2013 primarily due to a $300.5 million increase in the average balance of our loans and leases and a $114.1 million increase in the average balance of our funds sold due to excess liquidity. Average balances of our commercial mortgage loan portfolio increased by $156.6 million primarily due to increased demand from new and existing customers as both investors and owner occupants looked to refinance and/or acquire new real estate assets, reflective of the strong Hawaii real estate market. Average balances of our commercial and industrial loan portfolio increased by $100.9 million primarily due to continued increase in corporate demand for funding from new and existing customers.
Average balances of our interest-bearing liabilities increased by $240.4 million or 3% in the first quarter of 2014 compared to the same period in 2013 primarily due to an increase in the average balances of our various premier deposit products as a result of a successful product campaign in 2013, partially offset by a decline in our public time deposits.
Provision for Credit Losses

The provision of credit losses (the "Provision") reflects our judgment of the expense or benefit necessary to achieve the appropriate amount of the Allowance.  We maintain the Allowance at levels adequate to cover our estimate of probable credit losses as of the end of the reporting period.  The Allowance is determined through detailed quarterly analyses of the loan and lease portfolio.  The Allowance is based on our loss experience and changes in the economic environment, as well as an ongoing assessment of credit quality.  Additional factors that are considered in determining the amount of the Allowance are the level of net charge-offs, non-performing assets, risk rating migration, as well as changes in our portfolio size and composition. We recorded no Provision in the first quarter of 2014 or 2013. Our decision to not record a Provision was reflective of our evaluation as to the adequacy of the Allowance. For further discussion on the Allowance, see the “Corporate Risk Profile - Reserve for Credit Losses” section in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").


46


Noninterest Income

Noninterest income decreased by $3.0 million or 6% in the first quarter of 2014 compared to the same period in 2013.

Table 5 presents the components of noninterest income.
Noninterest Income
 
 
 
 
Table 5

 
Three Months Ended March 31,
(dollars in thousands)
2014

 
2013

 
Change

Trust and Asset Management
$
11,852

 
$
11,886

 
$
(34
)
Mortgage Banking
2,005

 
6,411

 
(4,406
)
Service Charges on Deposit Accounts
8,878

 
9,301

 
(423
)
Fees, Exchange, and Other Service Charges
12,939

 
11,934

 
1,005

Investment Securities Gains, Net
2,160

 
—

 
2,160

Insurance
2,123

 
2,325

 
(202
)
Bank-Owned Life Insurance
1,602

 
1,297

 
305

Other Income
3,209

 
4,624

 
(1,415
)
Total Noninterest Income
$
44,768

 
$
47,778

 
$
(3,010
)

Trust and asset management income is comprised of fees earned from the management and administration of trusts and other customer assets.  These fees are largely based upon the market value of the assets we manage and the fee rate charged to customers.  Total trust assets under administration were $10.2 billion as of March 31, 2014, $10.4 billion as of December 31, 2013 and $10.2 billion as of March 31, 2013.  Trust and asset management income remained relatively unchanged in the first quarter of 2014 compared to the same period in 2013.

Mortgage banking income is highly influenced by mortgage interest rates and the housing market.  Mortgage banking income decreased by $4.4 million or 69% in the first quarter of 2014 compared to the same period in 2013. This decrease was primarily due to lower mortgage application and production volume as refinancing activity declined. Also contributing to the decrease was our decision to add more conforming saleable loans to our portfolio in 2014 which reduced our gains on sales of residential mortgage loans.

Service charges on deposit accounts decreased by $0.4 million or 5% in the first quarter of 2014 compared to the same period in 2013.  This decrease was primarily due to lower overdraft fees.

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, fees from ATMs, merchant service activity, and other loan fees and service charges.  Fees, exchange, and other service charges increased by $1.0 million or 8% in the first quarter of 2014 compared to the same period in 2013. This increase was primarily due to a $0.4 million increase in fees from our credit cards portfolio. In addition, debit card income increased by $0.3 million as higher transaction volume resulted in higher interchange fees received.

Net gains on sales of investment securities totaled $2.2 million in the first quarter of 2014 primarily due to a $2.0 million gain on the sale of 22,000 Visa Class B shares (9,253 Class A equivalents). We received these Class B shares in 2008 as part of Visa's initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A shares. This conversion will not occur until the settlement of certain litigation which is indemnified by Visa members such as the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account not be sufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank's Class B conversion ratio to unrestricted Class A shares (conversion ratio is currently 0.4206). Concurrent with the sale of the 22,000 Visa Class B shares, we entered into an agreement with the buyer that requires payment to the buyer in the event Visa further reduces the conversion ratio. Based on the existing transfer restriction and the uncertainty of the covered litigation, the remaining 482,114 Class B shares (202,777 Class A equivalents) that we own are carried at a zero cost basis. We also contributed 5,500 Visa Class B shares to the Bank of Hawaii Foundation in the first quarter of 2014.

Insurance income decreased by $0.2 million or 9% in the first quarter of 2014 compared to the same period in 2013 primarily due to lower sales of our annuity products, the result of normal production volatility.

Bank-owned life insurance increased by $0.3 million or 23% in the first quarter of 2014 compared to the same period in 2013.  This increase was primarily due to a $0.2 million death benefit received in the first quarter of 2014.


47


Other noninterest income decreased by $1.4 million or 31% in the first quarter of 2014 compared to the same period in 2013. This decrease was primarily due to a $1.1 million gain on sale of leased assets in the first quarter of 2013 mainly resulting from the sale of two equipment leases.

Noninterest Expense

Noninterest expense decreased by $0.8 million or 1% in the first quarter of 2014 compared to the same period in 2013.

Table 6 presents the components of noninterest expense.
Noninterest Expense
 
 
 
 
Table 6

 
Three Months Ended March 31,
(dollars in thousands)
2014

 
2013

 
Change

Salaries
$
27,914

 
$
29,078

 
$
(1,164
)
Incentive Compensation
4,231

 
3,784

 
447

Share-Based Compensation
1,969

 
1,136

 
833

Commission Expense
1,059

 
1,781

 
(722
)
Retirement and Other Benefits
4,986

 
4,368

 
618

Payroll Taxes
3,568

 
4,240

 
(672
)
Medical, Dental, and Life Insurance
2,621

 
2,813

 
(192
)
Separation Expense
549

 
1,475

 
(926
)
Total Salaries and Benefits
46,897

 
48,675


(1,778
)
Net Occupancy
9,417

 
9,635

 
(218
)
Net Equipment
4,603

 
4,577

 
26

Data Processing
3,649

 
3,266

 
383

Professional Fees
2,260

 
2,226

 
34

FDIC Insurance
2,076

 
1,949

 
127

Other Expense:
 
 
 
 

Delivery and Postage Services
2,368

 
2,159

 
209

Mileage Program Travel
1,399

 
1,702

 
(303
)
Merchant Transaction and Card Processing Fees
1,109

 
1,162

 
(53
)
Advertising
1,310

 
1,345

 
(35
)
Other
8,459

 
7,691

 
768

Total Other Expense
14,645

 
14,059

 
586

Total Noninterest Expense
$
83,547

 
$
84,387

 
$
(840
)

Salaries and benefits expense decreased by $1.8 million or 4% in the first quarter of 2014 compared to the same period in 2013. Salaries decreased by $1.2 million primarily due to lower base salaries (a result of fewer full-time equivalent employees) and overtime, while separation expense decreased by $0.9 million. Commission expense decreased by $0.7 million primarily due to a reduction in mortgage banking production volume. Payroll taxes decreased by $0.7 million primarily due to lower Hawaii state unemployment tax rates. Share-based compensation increased by $0.8 million primarily due to an increase in restricted stock and restricted stock unit grants. Retirement and other benefits increased by $0.6 million primarily due to a one-time credit adjustment recorded in the first quarter of 2013 related to the sale of our retiree life insurance benefit plan.

Net occupancy expense decreased by $0.2 million or 2% in the first quarter of 2014 compared to the same period in 2013. This decrease was primarily due to higher sublease revenue in the current quarter.

Data processing expense increased by $0.4 million or 12% in the first quarter of 2014 compared to the same period in 2013. This increase was primarily due to additional services including security enhancements for our online banking service.

Other noninterest expense increased by $0.6 million or 4% in the first quarter of 2014 compared to the same period in 2013.
This increase was primarily due to a $0.7 million increase in operating losses.


48


Provision for Income Taxes

Table 7 presents our provision for income taxes and effective tax rates.
Provision for Income Taxes and Effective Tax Rates
 
 
Table 7

 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Provision for Income Taxes
$
15,862

 
$
15,971

Effective Tax Rates
29.13
%
 
30.74
%

The provision for income taxes in the first quarter of 2014 was $0.1 million or 1% lower compared to the same period in 2013. The lower effective tax rate in the first quarter of 2014 was primarily due to a $1.2 million credit in the first quarter of 2014 for the release of reserves due to a settlement with the State of Hawaii related to prior year tax issues. This was partially offset by higher pretax income, which reduced the positive effect that the aforementioned credit had on the overall effective tax rate.

49


Analysis of Statements of Condition

Investment Securities

The carrying value of our investment securities portfolio was $7.0 billion as of March 31, 2014, a decrease of $22.7 million or less than 1% compared to December 31, 2013. As of March 31, 2014, our investment securities portfolio was comprised of securities with an average base duration of approximately four years.

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, change the composition of our investment securities portfolio, and change the proportion of investments made into the available-for-sale and held-to-maturity investment categories.

During the first three months of 2014, we continued to reduce our positions in mortgage-backed securities issued by Ginnie Mae. We re-invested these proceeds, in part, into mortgage-backed securities issued by Fannie Mae, U.S. Treasury notes, and municipal bond holdings. As of March 31, 2014, our portfolio of Ginnie Mae mortgage-backed securities was primarily comprised of securities issued in 2008 or later. As of March 31, 2014, the credit ratings of these mortgage-backed securities were all AAA-rated, with a low probability of a change in ratings in the near future. As of March 31, 2014, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately three years.

Gross unrealized gains in our investment securities portfolio were $85.5 million as of March 31, 2014 and $68.5 million as of December 31, 2013.  Gross unrealized losses on our temporarily impaired investment securities were $80.5 million as of March 31, 2014 and $117.6 million as of December 31, 2013.  This decrease in our gross unrealized loss positions on our temporarily impaired investment securities was primarily due to market interest rates declining during the current quarter. The gross unrealized loss positions were primarily related to mortgage-backed securities issued by government agencies, municipal bond holdings, and corporate bonds.

As of March 31, 2014, included in our investment securities at fair value were securities issued by political subdivisions within the State of Hawaii of $570.3 million, representing 58% of the total fair value of the Company's municipal debt securities. Of the entire Hawaii municipal bond portfolio, 94% were credit-rated Aa2 or better by Moody's while the remaining Hawaii municipal bonds were credit-rated A2 or better by at least one nationally recognized statistical rating organization. Also, approximately 76% of our Hawaii municipal bond holdings were general obligation issuances. As of March 31, 2014, there were no other holdings of municipal debt securities that were issued by a single state or political subdivision which comprised more than 10% of the total fair value of our municipal debt securities.
As of March 31, 2014, we did not own any subordinated debt, or preferred or common stock of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation.  See Note 2 to the Consolidated Financial Statements for more information.


50


Loans and Leases

Table 8 presents the composition of our loan and lease portfolio by major categories.

Loan and Lease Portfolio Balances
 
Table 8

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Commercial
 

 
 

Commercial and Industrial
$
955,599

 
$
911,367

Commercial Mortgage
1,284,181

 
1,247,510

Construction
91,452

 
107,349

Lease Financing
240,931

 
262,207

Total Commercial
2,572,163

 
2,528,433

Consumer
 

 
 

Residential Mortgage
2,305,153

 
2,282,894

Home Equity
797,341

 
773,385

Automobile
273,553

 
255,986

Other 1
261,647

 
254,689

Total Consumer
3,637,694

 
3,566,954

Total Loans and Leases
$
6,209,857

 
$
6,095,387

1 
Comprised of other revolving credit, installment, and lease financing.

Total loans and leases as of March 31, 2014 increased by $114.5 million or 2% from December 31, 2013 primarily due to growth in both our commercial and consumer lending portfolios.

Commercial loans and leases as of March 31, 2014 increased by $43.7 million or 2% from December 31, 2013.  Commercial and industrial loans increased by $44.2 million or 5% from December 31, 2013 due to an increase in corporate demand for funding from new and existing customers. Commercial mortgage loans increased by $36.7 million or 3% from December 31, 2013 primarily due to increased demand from new and existing customers as both investors and owner occupants looked to refinance and/or acquire new real estate assets, reflective of the strong Hawaii real estate market. In addition, three large construction loans were transferred to the commercial mortgage loan portfolio during the current quarter. Construction loans decreased by $15.9 million or 15% from December 31, 2013 primarily due to the aforementioned construction loans being transferred to the commercial mortgage loan portfolio. Partially offsetting this decrease was an increase in new and existing construction loan activity in Hawaii. Lease financing decreased by $21.3 million or 8% from December 31, 2013 primarily due to a lessee exercising its early buy-out option on an aircraft leveraged lease in the first quarter of 2014.

Consumer loans and leases as of March 31, 2014 increased by $70.7 million or 2% from December 31, 2013.  Residential mortgage loans increased by $22.3 million or 1% from December 31, 2013 primarily due to our decision to add more conforming saleable loans to our portfolio, as well as higher levels of non-conforming loan production. Home equity loans increased by $24.0 million or 3% from December 31, 2013 primarily due to paydowns slowing and increased line utilization.  Automobile loans increased by $17.6 million or 7% from December 31, 2013 primarily due to increased customer demand combined with market share gains. Other consumer loans increased by $7.0 million or 3% from December 31, 2013 primarily due to growth in our consumer credit card balances, installment loans, and automobile leases.


51


Table 9 presents the composition of our loan and lease portfolio by geographic area and by major categories.
Geographic Distribution of Loan and Lease Portfolio
 
Table 9

(dollars in thousands)
Hawaii

 
U.S. Mainland 1

 
Guam

 
Other Pacific Islands

 
Foreign 2 

 
Total

March 31, 2014
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
857,614

 
$
47,793

 
$
46,522

 
$
1,457

 
$
2,213

 
$
955,599

Commercial Mortgage
1,167,337

 
25,036

 
91,808

 
—

 
—

 
1,284,181

Construction
91,452

 
—

 
—

 
—

 
—

 
91,452

Lease Financing
45,698

 
190,094

 
2,138

 
—

 
3,001

 
240,931

Total Commercial
2,162,101

 
262,923

 
140,468

 
1,457

 
5,214

 
2,572,163

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
2,184,686

 
—

 
116,751

 
3,716

 
—

 
2,305,153

Home Equity
767,540

 
4,953

 
23,021

 
1,827

 
—

 
797,341

Automobile
205,895

 
1,016

 
62,143

 
4,499

 
—

 
273,553

Other 3
193,573

 
—

 
30,068

 
38,002

 
4

 
261,647

Total Consumer
3,351,694

 
5,969

 
231,983

 
48,044

 
4

 
3,637,694

Total Loans and Leases
$
5,513,795

 
$
268,892

 
$
372,451

 
$
49,501

 
$
5,218

 
$
6,209,857

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
818,770

 
$
40,596

 
$
48,436

 
$
1,436

 
$
2,129

 
$
911,367

Commercial Mortgage
1,127,772

 
36,962

 
82,776

 
—

 
—

 
1,247,510

Construction
97,535

 
—

 
9,814

 
—

 
—

 
107,349

Lease Financing
45,627

 
191,159

 
3,334

 
—

 
22,087

 
262,207

Total Commercial
2,089,704

 
268,717

 
144,360

 
1,436

 
24,216

 
2,528,433

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
2,161,092

 
—

 
117,975

 
3,827

 
—

 
2,282,894

Home Equity
744,014

 
5,389

 
22,126

 
1,856

 
—

 
773,385

Automobile
192,026

 
1,442

 
58,332

 
4,186

 
—

 
255,986

Other 3
187,107

 
—

 
29,402

 
38,177

 
3

 
254,689

Total Consumer
3,284,239

 
6,831

 
227,835

 
48,046

 
3

 
3,566,954

Total Loans and Leases
$
5,373,943

 
$
275,548

 
$
372,195

 
$
49,482

 
$
24,219

 
$
6,095,387

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.
2 
Loans classified as Foreign represent those which are recorded in the Company’s international business units.  Lease financings classified as Foreign represent those with air transportation carriers based outside the United States.
3 
Comprised of other revolving credit, installment, and lease financing.

Our commercial and consumer lending activities are concentrated primarily in Hawaii and the Pacific Islands.  Our commercial loan and lease portfolio to borrowers based on the U.S. Mainland includes leveraged lease financing and participation in Shared National Credits.  Our consumer loan and lease portfolio includes limited lending activities on the U.S. Mainland.

Our Hawaii loan and lease portfolio increased by $139.9 million or 3% from December 31, 2013, reflective of a healthy Hawaii economy. Our portfolio of foreign loans and leases decreased by $19.0 million or 78% from December 31, 2013 primarily due to the previously noted early buy-out of an aircraft leveraged lease.

52


Other Assets

Table 10 presents the major components of other assets.
Other Assets
 

 
Table 10

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Bank-Owned Life Insurance
$
223,883

 
$
223,246

Federal Home Loan Bank and Federal Reserve Bank Stock
74,392

 
77,159

Derivative Financial Instruments
20,370

 
21,769

Low-Income Housing and Other Equity Investments
50,419

 
48,931

Deferred Compensation Plan Assets
16,333

 
15,535

Prepaid Expenses
8,871

 
6,098

Accounts Receivable
22,297

 
13,479

State Tax Deposits
—

 
6,069

Other
21,410

 
18,253

Total Other Assets
$
437,975

 
$
430,539


Other assets increased by $7.4 million or 2% from December 31, 2013. This increase was primarily due to an $8.8 million increase in accounts receivable balances due mainly to the expected proceeds relating to a lessee exercising its early buy-out option on an aircraft leveraged lease in the first quarter of 2014. Also contributing to the increase was a $2.1 million increase in prepaid insurance. This was partially offset by a decrease of $6.1 million in state tax deposits due to the settlement of prior year tax issues.

Deposits

Table 11 presents the composition of our deposits by major customer categories.
Deposits
 

 
Table 11

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Consumer
$
5,960,485

 
$
5,829,352

Commercial
4,742,308

 
4,814,076

Public and Other
1,341,680

 
1,271,228

Total Deposits
$
12,044,473

 
$
11,914,656


Deposit balances continued to grow during the first quarter of 2014. Total deposits were $12.0 billion as of March 31, 2014, an increase of $129.8 million or 1% from December 31, 2013. This increase was primarily due to a $158.4 million increase in our public time deposits, the result of normal fluctuations. In addition, consumer deposits increased by $131.1 million, mainly reflecting core deposit growth. These increases were partially offset by a $79.4 million decrease in public core deposits and a $71.8 million decrease in commercial deposits.

Table 12 presents the composition of our savings deposits.
Savings Deposits
 

 
Table 12

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Money Market
$
1,530,341

 
$
1,654,435

Regular Savings
2,984,685

 
2,905,715

Total Savings Deposits
$
4,515,026

 
$
4,560,150



53


Securities Sold Under Agreements to Repurchase

Table 13 presents the composition of our securities sold under agreements to repurchase.
Securities Sold Under Agreements to Repurchase
 
Table 13

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Government Entities
$
197,213

 
$
170,049

Private Institutions
600,000

 
600,000

Total Securities Sold Under Agreements to Repurchase
$
797,213

 
$
770,049


Securities sold under agreements to repurchase as of March 31, 2014 increased by $27.2 million or 4% from December 31, 2013.  This increase reflects normal fluctuations in placements by local government entities. As of March 31, 2014, the weighted average maturity was 280 days for our repurchase agreements with government entities and 5.2 years for our repurchase agreements with private institutions. Some of our repurchase agreements with private institutions may be terminated at earlier specified dates by the private institution or in some cases by either the private institution or the Company. If all such agreements were to terminate at the earliest possible date, the weighted average maturity for our repurchase agreements with private institutions would decrease to 3.5 years.  As of March 31, 2014, the weighted average interest rate for outstanding agreements with government entities and private institutions was 0.17% and 4.21%, respectively, with all rates being fixed. Each of our repurchase agreements are accounted for as a collateralized financing arrangement (i.e., a secured borrowing) and not as a sale and subsequent repurchase of securities. 

Long-Term Debt

Long-term debt was $174.7 million as of March 31, 2014, relatively unchanged from December 31, 2013. This balance was mainly comprised of $150.0 million in FHLB advances with a stated interest rate of 0.60% and maturity dates in 2015 and 2016. These advances were primarily for asset/liability management purposes. As of March 31, 2014, our remaining line of credit with the FHLB was $1.1 billion.


54


Analysis of Business Segments

Our business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury and Other.

Table 14 summarizes net income from our business segments.  Additional information about segment performance is presented in Note 8 to the Consolidated Financial Statements.
Business Segment Net Income
 
 
Table 14

 
Three Months Ended
March 31,
(dollars in thousands)
2014

 
2013

Retail Banking
$
6,840

 
$
6,399

Commercial Banking
10,639

 
10,557

Investment Services
1,738

 
2,154

Total
19,217

 
19,110

Treasury and Other
19,375

 
16,870

Consolidated Total
$
38,592

 
$
35,980


Retail Banking

Net income increased by $0.4 million or 7% in the first quarter of 2014 compared to the same period in 2013 primarily due to an increase in net interest income and decreases in the Provision and noninterest expense. This was partially offset by a decrease in noninterest income. The increase in net interest income was primarily due to higher margins on the segment’s loan portfolio and higher average loan and deposit balances. The decrease in the Provision was primarily due to lower net charge-offs of loans and leases in the segment combined with improving credit trends and the underlying risk profile of the loan portfolio. The decrease in noninterest expense was primarily due to lower commission expense as a result of reduction in mortgage banking production volume as refinancing activity declined. The decrease in noninterest income was primarily due to lower mortgage banking income which was also due to lower mortgage application and production volume, as well as the decision to add more conforming saleable loans to the portfolio in 2014 which reduced gains on sales of residential mortgage loans.

Commercial Banking

Net income increased by $0.1 million or 1% in the first quarter of 2014 compared to the same period in 2013 primarily due to an increase net interest income, partially offset by a decrease in noninterest income and increases in both the Provision and noninterest expense. The increase in net interest income was primarily due to higher volume in both the lending and deposit portfolios. The decrease in noninterest income was primarily due to the higher net gain on sale of leased assets in the first quarter of 2013. The increase in the Provision was due to the higher net recovery of loans and leases in the first quarter of 2013. The increase in noninterest expense was due to higher allocated expenses.

Investment Services

Net income decreased by $0.4 million or 19% in the first quarter of 2014 compared to the same period in 2013 primarily due to decreases in net interest income and noninterest income. The decrease in noninterest income was due to lower annuity, mutual fund and securities income in the segment’s full service brokerage. The decrease in net interest income was primarily due to lower average loan balances and loan margins.

Treasury and Other
Net income increased by $2.5 million or 15% in the first quarter of 2014 compared to the same period in 2013 primarily due to an increase in net interest income and noninterest income, partially offset by the change in the Provision.  The increase in net interest income was primarily due to higher interest income from the investment securities portfolio as a result of higher average balances and yields, partially offset by reduction in the funding income related to lending activities. The increase in noninterest income was primarily due to the $2.0 million gain on the sale of 22,000 Visa Class B shares (9,253 Class A equivalents). The Provision in this business segment represents the residual provision for credit losses to arrive at the total Provision for the Company.




55


Other organizational units (Technology, Operations, Marketing, Human Resources, Finance, Credit and Risk Management, and Corporate and Regulatory Administration) included in Treasury and Other 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.

Corporate Risk Profile

Credit Risk

As of March 31, 2014, our overall credit risk profile reflects a Hawaii economy which remains strong, with decreasing levels of higher risk loans and leases, non-performing assets, and lower credit losses. The underlying risk profile of our lending portfolio continued to remain stable in the first quarter of 2014.

Although asset quality has improved over the past several years, we remain vigilant in light of uncertainties in the U.S. economy as well as concerns related to specific segments of our lending portfolio that present a higher risk profile.  As of March 31, 2014, the higher risk segments within our loan and lease portfolio were concentrated in residential land loans, home equity loans, and air transportation leases.  In addition, loans and leases based on Hawaiian Islands other than Oahu (the “neighbor islands”) may present a higher risk profile as the neighbor islands have continued to experience higher levels of unemployment and have shown signs of slower economic recovery when compared to Oahu.

We continue to monitor our loan and lease portfolio to identify higher risk segments.  We also actively manage exposures with deteriorating asset quality to reduce levels of potential loss exposure and have systematically built our reserves and capital base to address both anticipated and unforeseen issues.  Risk management activities have included curtailing activities in some higher risk segments.  We have also conducted detailed analysis of portfolio segments and stress tested those segments to ensure that reserve and capital levels are appropriate.  We are also performing frequent loan and lease-level risk monitoring and risk rating review which provides opportunities for early interventions to allow for credit exits or restructuring, loan and lease sales, and voluntary workouts and liquidations.

Table 15 presents balances in our loan and lease portfolio which demonstrate a higher risk profile.
Higher Risk Loans and Leases Outstanding
 
Table 15

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Residential Land Loans
$
11,086

 
$
11,922

Home Equity Loans
11,846

 
12,594

Air Transportation Leases
24,969

 
26,152

Total
$
47,901

 
$
50,668


As of March 31, 2014, our higher risk loans and leases outstanding decreased by $2.8 million or 5% from December 31, 2013.

Residential land loans in our residential mortgage portfolio consist of consumer loans secured by unimproved lots.  These loans often represent higher risk due to the volatility in the value of the underlying collateral.  Our residential land loan portfolio was $11.1 million as of March 31, 2014, of which $9.6 million was related to properties on the neighbor islands. Residential land loans are collectively evaluated for impairment in connection with the evaluation of our residential mortgage portfolio.  As of March 31, 2014, there was a nominal Allowance associated with our residential land loan portfolio. As of March 31, 2014, $0.6 million of our residential land loans were on non-accrual status and we have previously recorded partial charge-offs of $0.6 million on these loans.

The higher risk segment within our Hawaii home equity lending portfolio was $11.8 million or 1% of our total home equity loans outstanding as of March 31, 2014, a decrease of $0.7 million or 6% from December 31, 2013. This decrease was primarily due to an improvement in credit scores. The higher risk segment within our Hawaii home equity portfolio includes those loans originated in 2005 or later, with current monitoring credit scores below 600, and with original loan-to-value (“LTV”) ratios greater than 70%.  Higher risk loans in our Hawaii home equity portfolio are collectively evaluated for impairment in connection with the evaluation of our entire home equity portfolio.  As of March 31, 2014, there was no specific Allowance associated with our higher risk home equity loans.  These loans had a 90 day past due delinquency ratio of 11% and $0.1 million in gross charge-offs were recorded during the first three months of 2014.


56


We consider all of our air transportation leases to be of higher risk due to the volatile financial profile of the industry.  Domestic air transportation carriers continue to demonstrate a higher risk profile due to fuel costs, pension plan obligations, consumer demand, and marginal pricing power.  Carriers are migrating to newer generations of more fuel efficient fleets which are negatively impacting older generation aircraft valuations.  We believe that these risks could place additional pressure on the financial health of air transportation carriers for the foreseeable future. Outstanding credit exposure related to our air transportation leases was $25.0 million as of March 31, 2014, a decrease of $1.2 million or 5% from December 31, 2013. As of  March 31, 2014, included in our commercial leasing portfolio were three leveraged leases on aircraft that were originated in the 1990's and prior. As of March 31, 2014, the Allowance associated with our air transportation leases was $2.6 million or 10% of outstanding balances. For the first three months of 2014, there were no delinquencies in our air transportation lease portfolio and no charge-offs were recorded.


57



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

Table 16 presents information on non-performing assets (“NPAs”) and accruing loans and leases past due 90 days or more.
Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More
 
 
Table 16

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Non-Performing Assets
 

 
 

Non-Accrual Loans and Leases
 

 
 

Commercial
 

 
 

Commercial and Industrial
$
11,239

 
$
11,929

Commercial Mortgage
1,421

 
2,512

Total Commercial
12,660

 
14,441

Consumer
 
 
 
Residential Mortgage
19,003

 
20,264

Home Equity
1,935

 
1,740

Total Consumer
20,938

 
22,004

Total Non-Accrual Loans and Leases
33,598

 
36,445

Foreclosed Real Estate
3,450

 
3,205

Total Non-Performing Assets
$
37,048

 
$
39,650

 
 
 
 
Accruing Loans and Leases Past Due 90 Days or More
 
 
 
Commercial
 
 
 
Commercial and Industrial
$
150

 
$
1,173

Total Commercial
150

 
1,173

Consumer
 
 
 
Residential Mortgage
5,729

 
4,564

Home Equity
2,845

 
3,009

Automobile
346

 
322

Other 1
644

 
790

Total Consumer
9,564

 
8,685

Total Accruing Loans and Leases Past Due 90 Days or More
$
9,714

 
$
9,858

Restructured Loans on Accrual Status and Not Past Due 90 Days or More
$
44,473

 
$
51,123

Total Loans and Leases
$
6,209,857

 
$
6,095,387

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases
0.54
%
 
0.60
%
Ratio of Non-Performing Assets to Total Loans and Leases and Foreclosed Real Estate
0.60
%
 
0.65
%
Ratio of Commercial Non-Performing Assets to Total Commercial Loans and Leases
   and Commercial Foreclosed Real Estate
0.53
%
 
0.61
%
Ratio of Consumer Non-Performing Assets to Total Consumer Loans and Leases
   and Consumer Foreclosed Real Estate
0.64
%
 
0.68
%
Ratio of Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days
   or More to Total Loans and Leases and Foreclosed Real Estate
0.75
%
 
0.81
%
Changes in Non-Performing Assets
 

 
 

Balance as of December 31, 2013
$
39,650

 
 

Additions
2,491

 
 

Reductions
 
 
 

Payments
(1,855
)
 
 

Return to Accrual Status
(1,864
)
 
 

Sales of Foreclosed Real Estate
(737
)
 
 

Charge-offs/Write-downs
(637
)
 
 

Total Reductions
(5,093
)
 
 

Balance as of March 31, 2014
$
37,048

 
 

1 
Comprised of other revolving credit, installment, and lease financing.

58


NPAs consist of non-accrual loans and leases, and foreclosed real estate.  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 foreclosed real estate, or are no longer classified as non-accrual because they have returned to accrual status.

Total NPAs were $37.0 million as of March 31, 2014, a decrease of $2.6 million or 7% from December 31, 2013.  The ratio of our NPAs to total loans and leases, and foreclosed real estate was 0.60% as of March 31, 2014 and 0.65% as of December 31, 2013.

Commercial and industrial non-accrual loans decreased by $0.7 million or 6% from December 31, 2013 due to paydowns, partially offset by the addition of one loan.  As of March 31, 2014, two commercial borrowers comprised 89% of the non-accrual balance in this category.  We have individually evaluated all of our commercial and industrial non-accrual loans for impairment and have recorded partial charge-offs totaling $11.9 million on three of these loans.

Commercial mortgage non-accrual loans decreased by $1.1 million or 43% from December 31, 2013 due to payments received. One loan was paid-off in the first three months of 2014. We have individually evaluated all four commercial mortgage non-accrual loans for impairment and recorded no charge-offs.

The largest component of our NPAs continues to be residential mortgage loans. Residential mortgage non-accrual loans decreased by $1.3 million or 6% from December 31, 2013 primarily due to $1.4 million in paydowns and $1.3 million returning to accrual status. This decrease was partially offset by $1.5 million in additions.  Residential mortgage non-accrual loans remain at elevated levels due mainly to the lengthy judiciary foreclosure process.  As of March 31, 2014, our residential mortgage non-accrual loans were comprised of 47 loans with a weighted average current LTV ratio of 70%.

Foreclosed real estate represents property acquired as the result of borrower defaults on loans.  Foreclosed real estate 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.  Foreclosed real estate increased by $0.2 million or 8% from December 31, 2013.  During the first three months of 2014, 3 residential properties were sold and 3 residential properties were transferred to foreclosed real estate. As of March 31, 2014, foreclosed real estate was comprised of one commercial property and five Hawaii residential properties.

Loans and Leases Past Due 90 Days or More and Still Accruing Interest

Loans and leases in this category are 90 days or more past due, as to principal or interest, and are still accruing interest because they are well secured and in the process of collection.  Loans and leases past due 90 days or more and still accruing interest were $9.7 million as of March 31, 2014, a $0.1 million or 1% decrease from December 31, 2013.  This decrease was primarily reflected in our commercial and industrial and home equity portfolios, partially offset by an increase in our residential mortgage portfolio.

Impaired Loans

Impaired loans are defined as loans for which we believe it is probable we will not collect all amounts due according to the contractual terms of the loan agreement.  Included in impaired loans are all classes of commercial non-accruing loans (except lease financing and small business loans), all loans modified in a TDR (including accruing TDRs), and other loans where we believe that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans exclude lease financing and smaller balance homogeneous loans (consumer and small business non-accruing loans) that are collectively evaluated for impairment.  Impaired loans were $67.6 million as of March 31, 2014 and $77.1 million as of December 31, 2013, and had a related Allowance of $12.6 million as of March 31, 2014 and $12.8 million as of December 31, 2013.  This decrease was primarily due to the full repayment of a customer’s commercial mortgage and commercial and industrial loans during the first quarter of 2014. As of March 31, 2014, we have recorded charge-offs of $17.8 million related to our total impaired loans.  Our impaired loans are considered in management's assessment of the overall adequacy of the Allowance.


59


Table 17 presents information on loans with terms that have been modified in a TDR.
Loans Modified in a Troubled Debt Restructuring
 
 
Table 17

(dollars in thousands)
March 31,
2014

 
December 31,
2013

Commercial
 
 
 
Commercial and Industrial
$
10,824

 
$
11,563

Commercial Mortgage
5,753

 
12,386

Construction
1,053

 
1,059

Total Commercial
17,630

 
25,008

Consumer
 
 
 
Residential Mortgage
31,344

 
32,339

Home Equity
955

 
795

Automobile
5,065

 
5,183

Other 1
415

 
329

Total Consumer
37,779

 
38,646

Total
$
55,409

 
$
63,654

 
1 
Comprised of other revolving credit, installment, and lease financing.

Loans modified in a TDR decreased by $8.2 million or 13% from December 31, 2013. Commercial TDRs decreased primarily due to the full repayment of a customer’s commercial mortgage and commercial and industrial loans during the first quarter of 2014.  The majority of our consumer TDRs are residential mortgage loans in which we lowered monthly payments to accommodate the borrowers' financial needs for a period of time. Generally, loans modified in a TDR are returned to accrual status after the borrower has demonstrated performance under the modified terms by making six consecutive payments.


60


Reserve for Credit Losses

Table 18 presents the activity in our reserve for credit losses.
Reserve for Credit Losses
 
 
 
 
Table 18

 
Three Months Ended
 
March 31,

 
December 31,

 
March 31,

(dollars in thousands)
2014

 
2013

 
2013

Balance at Beginning of Period
$
121,521

 
$
129,747

 
$
134,276

Loans and Leases Charged-Off
 
 
 
 
 
Commercial
 
 
 
 
 
Commercial and Industrial
(819
)
 
(6,828
)
 
(382
)
Consumer
 
 
 
 
 
Residential Mortgage
(329
)
 
(185
)
 
(1,235
)
Home Equity
(351
)
 
(721
)
 
(1,377
)
Automobile
(917
)
 
(670
)
 
(575
)
Other 1
(1,622
)
 
(2,039
)
 
(1,730
)
Total Loans and Leases Charged-Off
(4,038
)
 
(10,443
)
 
(5,299
)
Recoveries on Loans and Leases Previously Charged-Off
 

 
 
 
 

Commercial
 

 
 
 
 

Commercial and Industrial
920

 
308

 
438

Commercial Mortgage
14

 
14

 
10

Construction
5

 
8

 
338

Lease Financing
2

 
8

 
11

Consumer
 
 
 
 
 
Residential Mortgage
272

 
828

 
788

Home Equity
551

 
246

 
748

Automobile
445

 
363

 
461

Other 1
501

 
442

 
526

Total Recoveries on Loans and Leases Previously Charged-Off
2,710

 
2,217

 
3,320

Net Loans and Leases Charged-Off
(1,328
)
 
(8,226
)
 
(1,979
)
Provision for Credit Losses
—

 
—

 
—

Provision for Unfunded Commitments
(57
)
 
—

 
—

Balance at End of Period 2
$
120,136

 
$
121,521

 
$
132,297

 
 
 
 
 
 
Components
 

 
 
 
 

Allowance for Loan and Lease Losses
$
114,126

 
$
115,454

 
$
126,878

Reserve for Unfunded Commitments
6,010

 
6,067

 
5,419

Total Reserve for Credit Losses
$
120,136

 
$
121,521

 
$
132,297

 
 
 
 
 
 
Average Loans and Leases Outstanding
$
6,104,041

 
$
6,053,607

 
$
5,803,503

 
 
 
 
 
 
Ratio of Net Loans and Leases Charged-Off to
Average Loans and Leases Outstanding (annualized)
0.09
%
 
0.54
%
 
0.14
%
Ratio of Allowance for Loan and Lease Losses to
   Loans and Leases Outstanding
1.84
%
 
1.89
%
 
2.19
%
1 
Comprised of other revolving credit, installment, and lease financing.
2 
Included in this analysis is activity related to the Company’s reserve for unfunded commitments, which is separately recorded in other liabilities in the consolidated statements of condition.

We maintain a reserve for credit losses that consists of two components, the Allowance and a reserve for unfunded commitments (the “Unfunded Reserve”).  The reserve for credit losses provides for the risk of credit losses inherent in the loan and lease portfolio and is based on loss estimates derived from a comprehensive quarterly evaluation.  The evaluation reflects analyses of individual borrowers and historical loss experience, supplemented as necessary by credit judgment that considers observable trends, conditions, and other relevant environmental and economic factors.  The level of the Allowance is adjusted by recording an expense or recovery through the Provision.  The level of the Unfunded Reserve is adjusted by recording an expense or recovery in other noninterest expense.

61


Allowance for Loan and Lease Losses

As of March 31, 2014, the Allowance was $114.1 million or 1.84% of total loans and leases outstanding, compared with an Allowance of $115.5 million or 1.89% of total loans and leases outstanding as of December 31, 2013.  The decrease in the Allowance was commensurate with the Company's stable credit risk profile and a strong Hawaii economy.

Net charge-offs of loans and leases were $1.3 million or 0.09% of total average loans and leases, on an annualized basis, in the first quarter of 2014 compared to $2.0 million or 0.14% of total average loans and leases, on an annualized basis, in the first quarter of 2013. All of our commercial portfolios were in net recovery positions in the first quarter of 2014.  Net recoveries in our commercial portfolios were $0.1 million in the first three months of 2014 compared to $0.4 million for the same period in 2013. Net charge-offs in our consumer portfolios were $1.5 million for the first three months of 2014 compared to $2.4 million for the same period in 2013. This decrease was primarily reflected in our consumer real estate portfolios.

Although we determine the amount of each component of the Allowance separately, the Allowance as a whole was considered appropriate by management as of March 31, 2014, based on our ongoing analysis of estimated probable credit losses, credit risk profiles, economic conditions, coverage ratios, and other relevant factors.

The Reserve for Unfunded Commitments

The Unfunded Reserve was $6.0 million as of March 31, 2014, a decrease of $0.1 million from December 31, 2013. The process used to determine the Unfunded Reserve is consistent with the process for determining the Allowance, as adjusted for estimated funding probabilities.

Market Risk

Market risk is the potential of loss arising from adverse changes in interest rates and prices.  We are exposed to market risk as a consequence of the normal course of conducting our business activities.  Our market risk management process involves measuring, monitoring, controlling, and mitigating risks that can significantly impact our statements of income and condition.  In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance, while limiting volatility.

Our primary market risk exposure is interest rate risk.

Interest Rate Risk

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. 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.  This interest rate risk arises primarily from our core business activities of extending loans and accepting deposits. Our investment securities portfolio is also subject to significant interest rate risk.  

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 U.S. and its agencies, particularly the Federal Reserve Bank (the “FRB”).  The monetary policies of the FRB can influence the overall growth of loans, investment securities, and deposits and the level of interest rates earned on assets and paid for liabilities.  The nature and impact of future changes in monetary policies are generally not predictable.

In managing interest rate risk, we, through the Asset/Liability Management Committee (“ALCO”), measure short and long-term sensitivities to changes in interest rates.  The ALCO, which is comprised of members of executive management, utilizes several techniques to manage interest rate risk, which include:

•
adjusting the balance sheet mix or altering the interest rate characteristics of assets and liabilities;
•
changing product pricing strategies;
•
modifying characteristics of the investment securities portfolio; and
•
using derivative financial instruments.


62


Our use of derivative financial instruments, as detailed in Note 10 to the 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.

A key element in our ongoing process to measure and monitor interest rate risk is the utilization of an asset/liability simulation model that attempts to capture the dynamic nature of the balance sheet.  The model is used to estimate and measure the balance sheet sensitivity to changes in interest rates.  These estimates are based on assumptions about the behavior of loan and deposit pricing, repayment rates on mortgage-based assets, and principal amortization and maturities on other financial instruments.  The model’s analytics include the effects of standard prepayment options on mortgages and customer withdrawal options for deposits.  While such assumptions are inherently uncertain, we believe that our assumptions are reasonable. 
 
We utilize net interest income simulations to analyze short-term income sensitivities to changes in interest rates.  Table 19
presents, for the twelve months subsequent to March 31, 2014 and December 31, 2013, an estimate of the change in net interest income that would result from a gradual and immediate change in interest rates, moving in a parallel fashion over the entire yield curve, relative to the measured base case scenario.  The base case scenario assumes the balance sheet and interest rates are generally unchanged.  Based on our net interest income simulation as of March 31, 2014, net interest income sensitivity to changes in interest rates for the twelve months subsequent to March 31, 2014 was slightly more sensitive compared to the sensitivity profile for the twelve months subsequent to December 31, 2013.  As a result of our strategy to maintain a relatively short investment portfolio duration, net interest income is expected to increase as interest rates rise. 

Net Interest Income Sensitivity Profile
 
 
 
Table 19

 
Impact on Future Annual Net Interest Income
(dollars in thousands)
March 31, 2014
 
December 31, 2013
Gradual Change in Interest Rates (basis points)
 
 
 
 
 
 
 

+200
$
3,513

 
0.9
 %
 
$
2,580

 
0.7
 %
+100
1,515

 
0.4
 %
 
1,000

 
0.3
 %
-100
(4,295
)
 
-1.1
 %
 
(4,086
)
 
-1.1
 %
 
 
 
 
 
 
 
 
Immediate Change in Interest Rates (basis points)
 
 
 
 
 
 
 
+200
$
13,496

 
3.6
 %
 
$
11,113

 
2.9
 %
+100
6,425

 
1.7
 %
 
4,874

 
1.3
 %
-100
(16,283
)
 
-4.3
 %
 
(15,014
)
 
-4.0
 %

To analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated.  These non-parallel interest rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve flatten or become inverted for a period of time.  Conversely, if the yield curve should steepen, net interest income may increase.

Other Market Risks

In addition to interest rate risk, we are exposed to other forms of market risk in our normal business transactions.  Foreign currency and foreign exchange contracts expose us to a small degree of foreign currency risk.  These transactions are primarily executed on behalf of customers.  Our trust and asset management income are at risk to fluctuations in the market values of underlying assets, particularly debt and equity securities.  Also, our share-based compensation expense is dependent on the fair value of our stock options, restricted stock units, and restricted stock at the date of grant.  The fair value of stock options, restricted stock units, and restricted stock is impacted by the market price of the Parent’s common stock on the date of grant and is at risk to changes in equity markets, general economic conditions, and other factors.


63


Liquidity Risk Management

The objective of our liquidity risk management process is to manage cash flow and liquidity in an effort to provide continuous access to sufficient, reasonably priced funds.  Funding requirements are impacted by loan originations and refinancings, deposit growth, liability issuances and settlements, and off-balance sheet funding commitments.  We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity.  Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions.  The 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.

In an effort to satisfy our liquidity needs, we actively manage our assets and liabilities.  We have immediate liquid resources in cash and noninterest-bearing deposits and funds sold.  The potential sources of short-term liquidity include interest-bearing deposits as well as the ability to sell certain assets including available-for-sale investment securities.  Short-term liquidity is further enhanced by our ability to sell loans in the secondary market and to secure borrowings from the FRB and FHLB.  Short-term liquidity is also generated from securities sold under agreements to repurchase and funds purchased. Deposits have historically provided us with a long-term source of stable and relatively lower cost source of funding.  Additional funding is available through the issuance of long-term debt. 

Maturities and payments on outstanding loans also provide a steady flow of funds. Additionally, as of March 31, 2014, investment securities with a carrying value of $59.7 million were due to contractually mature in one year or less. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the FHLB and FRB. As of March 31, 2014, we could have borrowed an additional $1.1 billion from the FHLB and an additional $693.4 million from the FRB based on the amount of collateral pledged.

We continued to maintain a strong liquidity position throughout the first three months of 2014.  As of March 31, 2014, cash and cash equivalents were $545.3 million, the carrying value of our available-for-sale investment securities was $2.2 billion, and total deposits were $12.0 billion.  As of March 31, 2014, we continued to maintain our excess liquidity primarily in mortgage-backed securities issued by Ginnie Mae, municipal bond holdings, and in debt securities issued by the U.S. Treasury. As of March 31, 2014, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately three years.

Capital Management

We actively manage capital, commensurate with our risk profile, to enhance shareholder value. We also seek to maintain capital levels for the Company and the Bank at amounts in excess of the regulatory "well-capitalized" thresholds. Periodically, we may respond to market conditions by implementing changes to our overall balance sheet positioning to manage our capital position.

The Company and the Bank are each subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can cause certain mandatory and discretionary actions by regulators that, if undertaken, could have a material effect on our financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative and qualitative measures.  These measures were established by regulation to ensure capital adequacy.  As of March 31, 2014, the Company and the Bank were considered “well capitalized” under this regulatory framework.  The Company’s regulatory capital ratios are presented in Table 20 below.  There have been no conditions or events since March 31, 2014 that management believes have changed either the Company’s or the Bank’s capital classifications.

As of March 31, 2014, shareholders' equity was $1.0 billion, an increase of $16.9 million or 2% from December 31, 2013. Earnings for the first three months of 2014 of $38.6 million, common stock issuances of $4.5 million, shared-based compensation of $1.8 million and other comprehensive income of $6.4 million were partially offset by cash dividends paid of $20.1 million, and common stock repurchased of $14.3 million. In the first three months of 2014, included in the amount of common stock repurchased were 214,527 shares repurchased under our share repurchase program. These shares were repurchased at an average cost per share of $58.23 and a total cost of $12.5 million. From the beginning of our share repurchase program in July 2001 through March 31, 2014, we repurchased a total of 51.1 million shares of common stock and returned a total of $1.87 billion to our shareholders at an average cost of $36.63 per share. As of March 31, 2014, remaining buyback authority under our share repurchase program was $21.5 million of the total $1.9 billion repurchase amount authorized by our Board of Directors.


64


From April 1, 2014 through April 15, 2014, the Parent repurchased an additional 38,500 shares of common stock at an average cost of $59.31 per share for a total of $2.3 million.  Remaining buyback authority under our share repurchase program was $19.2 million as of April 15, 2014.  The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, regulatory rules, applicable SEC rules, and various other factors.

In April 2014, the Parent’s Board of Directors declared a quarterly cash dividend of $0.45 per share on the Parent’s outstanding shares.  The dividend will be payable on June 13, 2014 to shareholders of record at the close of business on May 30, 2014.

We continue to evaluate the potential impact that regulatory rules may have on our liquidity and capital management strategies, including Basel III and those required under the Dodd-Frank Act. See the “Regulatory Initiatives Affecting the Banking Industry" section below for further discussion on the potential impact that these regulatory rules may have on our liquidity and capital requirements.

Table 20 presents our regulatory capital and ratios as of March 31, 2014 and December 31, 2013.
Regulatory Capital and Ratios
 
 
Table 20
(dollars in thousands)
March 31,
2014

 
December 31,
2013

 
Regulatory Capital
 
 
 
 
Shareholders’ Equity
$
1,028,904

 
$
1,011,976

 
Less:
Goodwill
31,517

 
31,517

 
 
Postretirement Benefit Liability Adjustments
2,989

 
3,046

 
 
Net Unrealized Losses on Investment Securities
(3,158
)
 
(9,429
)
 
 
Other
2,539

 
2,614

 
Tier 1 Capital
995,017

 
984,228

 
Allowable Reserve for Credit Losses
80,878

 
79,655

 
Total Regulatory Capital
$
1,075,895

 
$
1,063,883

 
 
 
 
 
 
Risk-Weighted Assets
$
6,430,987

 
$
6,330,532

 
 
 
 
 
 
Key Regulatory Capital Ratios
 

 
 

 
Tier 1 Capital Ratio
15.47

%
15.55

%
Total Capital Ratio
16.73

 
16.81

 
Tier 1 Leverage Ratio
7.06

 
7.07

 


65


Regulatory Initiatives Affecting the Banking Industry

Basel III

On July 2, 2013, the FRB approved the final rules implementing the Basel Committee on Banking Supervision's (“BCBS”) capital guidelines for U.S. banks. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Company. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. On July 9, 2013, the FDIC also approved, as an interim final rule, the regulatory capital requirements for U.S. banks, following the actions of the FRB. On April 8, 2014, the FDIC adopted as final its interim final rule, which is identical in substance to the final rules issued by the FRB in July 2013.

The phase-in period for the final rules will begin for the Company on January 1, 2015, with full compliance with all of the final rule's requirements phased in over a multi-year schedule. Management believes that the Company's capital levels will remain characterized as "well-capitalized" under the new rules. The final rules approved by the FRB and the FDIC in July 2013 and April 2014, respectively, did not address the proposed liquidity coverage ratio test and the net stable funding ratio test called for by the Basel III liquidity framework. Management will continue to monitor the developments related to these proposals and their potential impact to the Company's liquidity requirements.

Stress Testing

The Dodd-Frank Act also requires federal banking agencies to issue regulations that require banks with total consolidated assets of more than $10.0 billion to conduct and publish self-administered annual stress tests to assess the potential impact of different scenarios on the consolidated earnings and capital of each bank and certain related items over a nine-quarter forward-looking planning horizon, taking into account all relevant exposures and activities. On October 9, 2012, the FRB published final rules implementing the stress testing requirements for banks, such as the Company, with total consolidated assets of more than $10.0 billion but less than $50.0 billion, but delayed the initial stress test until the fall of 2013 (utilizing data as of September 30, 2013).  The final stress testing rules set forth the timing and type of stress test activities, as well as rules governing controls, oversight and disclosure.

On July 30, 2013, the FRB, OCC, and FDIC proposed supervisory guidance for these stress tests. The joint proposed guidance discusses supervisory expectations for stress test practices, provides examples of practices that would be consistent with those expectations, and offers additional details about stress test methodologies. It also emphasizes the importance of stress testing as an ongoing risk management practice. Comments on this joint proposed guidance were due in September 2013. Additionally, under an interim final rule adopted by the FRB on September 24, 2013, the Company must incorporate the more stringent Basel III capital rules into its stress tests, but has been given a one-year transition period until October 2014 to begin that incorporation.

We submitted our initial stress testing results, utilizing data as of September 30, 2013, to the FRB on March 31, 2014.  In addition, we are also required to make our first stress test-related public disclosure between June 15 and June 30, 2015 by disclosing summary results of our stress testing utilizing data as of September 30, 2014.

Debit Card Interchange Fees

On July 31, 2013, a U.S. District Court judge declared invalid provisions of the rule issued by the FRB under the Durbin Amendment of the Dodd-Frank Act, regarding the amount of the debit card interchange fee cap and the network non-exclusivity provisions, which was effective October 1, 2011. The court ruled that the FRB, when determining the amount of the fee cap, erred in using criteria outside the scope Congress intended to determine the fee cap, thereby causing the fee cap to be set higher than warranted. The court also ruled that the Durbin Amendment required merchants to be given a choice between multiple unaffiliated networks (signature and PIN networks) for each debit card transaction, as opposed to the FRB’s rule allowing debit card networks and issuers to make only one network available for each type of debit transaction. In September 2013, the U.S. District Court judge agreed to the FRB’s request to leave the existing rules in place until an appeals court rules on the case.
On March 21, 2014, a panel of the U.S. Court of Appeals for the District of Columbia (the "Court") overturned the U.S. District Court’s opinion. The Court concluded that the FRB “reasonably interpreted the Durbin Amendment” to allow issuers to recover certain costs that are incremental to the authorization, clearing, and settlement (“ACS”) costs. Finding that the FRB’s

66


interpretation was reasonable, the Court then analyzed whether the FRB reasonably concluded that issuers could recover the four specific costs challenged by the merchants:  fixed ACS costs, network processing fees, fraud losses and transaction monitoring costs. The Court acknowledged that such a task was not “an exact science” and involved policy determinations in which the FRB had “expertise” as to which the FRB was entitled to “special deference.” The Court remanded one issue relating to recovery of fraud-monitoring costs back to the FRB, asking it to articulate a reasonable justification for determining that transaction monitoring costs fell outside of the costs associated with fraud prevention. The Court also rejected the merchants’ argument that the Durbin Amendment “unambiguously” required that there be multiple unaffiliated network routing options for each debit card transaction. The Court ruled that the FRB’s final rule does exactly what Congress contemplated, which is that under the rule, issuers and networks are prohibited from restricting the number of payment card networks on which an electronic debit transaction may be processed to only affiliated networks. Management will continue to monitor the developments related to this matter and any potential impact on the Company's statements of income.

Operational Risk

Operational risk represents the risk of loss resulting from our operations, including, but not limited to, the risk of fraud by employees or persons outside the Company, errors relating to transaction processing and technology, failure to adhere to compliance requirements, and the risk of cyber security attacks.  We are also exposed to operational risk through our outsourcing arrangements, and the effect that changes in circumstances or capabilities of our outsourcing vendors can have on our ability to continue to perform operational functions necessary to our business.  The risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Operational risk is inherent in all business activities, and management of this risk is important to the achievement of Company goals and objectives.

Our Operating Risk Committee (the “ORC”) provides oversight and assesses the most significant operational risks facing the Company.  We have developed a framework that provides for a centralized operating risk management function through the ORC, supplemented by business unit responsibility for managing operational risks specific to their business units. Our internal audit department also validates the system of internal controls through ongoing risk-based audit procedures and reports on the effectiveness of internal controls to executive management and the Audit and Risk Committee of the Board of Directors.

We continuously strive to strengthen our system of internal controls to improve the oversight of operational risk.  While we believe that internal controls have been designed to minimize operational risks, there is no assurance that business disruption or operational losses will not occur.  On an ongoing basis, management reassesses operational risks, implements appropriate process changes, and invests in enhancements to our systems of internal controls. 

Off-Balance Sheet Arrangements, Credit Commitments, and Contractual Obligations

Off-Balance Sheet Arrangements

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

Credit Commitments and Contractual Obligations

Our credit commitments and contractual obligations have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2013.


67


Item 3. Quantitative and Qualitative Disclosures About Market Risk

See the “Market Risk” section of MD&A.

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, 2014.  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 U.S. Securities and Exchange Commission’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 Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2014.

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, 2014 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.


68


Part II - Other Information

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Parent’s repurchases of its common stock during the first quarter of 2014 were as follows:
Issuer Purchases of Equity Securities
 
 
 
 

 
 

Period
Total Number of Shares Purchased 1

 
Average Price Paid Per Share

 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2

January 1 - 31, 2014
79,689

 
$
58.60

 
73,500

 
$
29,663,056

February 1 - 28, 2014
76,934

 
56.69

 
76,000

 
25,356,786

March 1 - 31, 2014
88,931

 
59.07

 
65,027

 
21,488,993

Total
245,554

 
$
58.17

 
214,527

 
 
1 
During the first quarter of 2014, 31,027 shares were purchased from employees and/or directors in connection with stock swaps, shares purchased for a deferred compensation plan, and income tax withholdings related to the vesting of restricted stock.  These shares were not purchased as part of the publicly announced program.  The shares were purchased at the closing price of the Parent’s common stock on the dates of purchase.
2 
The share repurchase program was first announced in July 2001.  As of March 31, 2014, $21.5 million remained of the total $1.9 billion total repurchase amount authorized by the Parent’s Board of Directors under the share repurchase program.  The program has no set expiration or termination date.

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.


69


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:
April 21, 2014
 
Bank of Hawaii Corporation
 
 
 
 
 
 
By:
/s/ Peter S. Ho
 
 
 
Peter S. Ho
 
 
 
Chairman of the Board,
 
 
 
Chief Executive Officer, and
 
 
 
President
 
 
 
 
 
 
By:
/s/ Kent T. Lucien
 
 
 
Kent T. Lucien
 
 
 
Chief Financial Officer


70

Exhibit Index
Exhibit Number
 
 
 
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
 
 
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
 
 
32
Certification of Chief Executive Officer and 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
Interactive Data File


BOH_2014.03.31_EX31.1


Exhibit 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

 
I, Peter S. Ho, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Bank of Hawaii Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit and risk committee of the registrant’s board of directors:
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
April 21, 2014
/s/ Peter S. Ho
 
 
Peter S. Ho
 
 
Chairman of the Board,
 
 
Chief Executive Officer, and
 
 
President



BOH_2014.03.31_EX31.2


Exhibit 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
 
I, Kent T. Lucien, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Bank of Hawaii Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit and risk committee of the registrant’s board of directors:
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
April 21, 2014
/s/ Kent T. Lucien
 
 
Kent T. Lucien
 
 
Chief Financial Officer



BOH_2014.03.31_EX32


Exhibit 32
 
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
We hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Bank of Hawaii Corporation (the "Company") for the quarter ended March 31, 2014 (the “Report”):
•
fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
•
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bank of Hawaii Corporation.
Date:
April 21, 2014
/s/ Peter S. Ho
 
 
Peter S. Ho
 
 
Chairman of the Board,
 
 
Chief Executive Officer, and
 
 
President
 
 
 
 
 
 
 
 
/s/ Kent T. Lucien
 
 
Kent T. Lucien
 
 
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.