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10-Q
Table of Contents

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, 2016
 
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 19, 2016, there were 43,039,733 shares of common stock outstanding.

Table of Contents

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

1
Table of Contents

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
 
 
Three Months Ended
 
 
March 31,
(dollars in thousands, except per share amounts)
 
2016

 
2015

Interest Income
 
 

 
 

Interest and Fees on Loans and Leases
 
$
80,895

 
$
70,961

Income on Investment Securities
 
 
 
 
Available-for-Sale
 
10,814

 
10,198

Held-to-Maturity
 
20,391

 
24,407

Deposits
 
4

 
3

Funds Sold
 
753

 
259

Other
 
212

 
302

Total Interest Income
 
113,069

 
106,130

Interest Expense
 
 

 
 

Deposits
 
2,886

 
2,368

Securities Sold Under Agreements to Repurchase
 
6,153

 
6,371

Funds Purchased
 
3

 
3

Other Debt
 
1,003

 
618

Total Interest Expense
 
10,045

 
9,360

Net Interest Income
 
103,024

 
96,770

Provision for Credit Losses
 
(2,000
)
 
—

Net Interest Income After Provision for Credit Losses
 
105,024

 
96,770

Noninterest Income
 
 

 
 

Trust and Asset Management
 
11,256

 
12,180

Mortgage Banking
 
3,189

 
1,693

Service Charges on Deposit Accounts
 
8,443

 
8,537

Fees, Exchange, and Other Service Charges
 
13,444

 
12,897

Investment Securities Gains, Net
 
11,180

 
10,231

Annuity and Insurance
 
1,901

 
2,044

Bank-Owned Life Insurance
 
1,548

 
1,734

Other
 
5,246

 
2,991

Total Noninterest Income
 
56,207

 
52,307

Noninterest Expense
 
 

 
 

Salaries and Benefits
 
50,514

 
49,780

Net Occupancy
 
7,003

 
9,333

Net Equipment
 
5,409

 
5,288

Data Processing
 
3,951

 
3,773

Professional Fees
 
2,639

 
2,334

FDIC Insurance
 
2,352

 
2,140

Other
 
15,518

 
14,267

Total Noninterest Expense
 
87,386

 
86,915

Income Before Provision for Income Taxes
 
73,845

 
62,162

Provision for Income Taxes
 
23,635

 
19,720

Net Income
 
$
50,210

 
$
42,442

Basic Earnings Per Share
 
$
1.17

 
$
0.98

Diluted Earnings Per Share
 
$
1.16

 
$
0.97

Dividends Declared Per Share
 
$
0.45

 
$
0.45

Basic Weighted Average Shares
 
42,920,794

 
43,386,402

Diluted Weighted Average Shares
 
43,126,526

 
43,597,504

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

2
Table of Contents

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Three Months Ended
 
 
March 31,
(dollars in thousands)
 
2016

 
2015

Net Income
 
$
50,210

 
$
42,442

Other Comprehensive Income, Net of Tax:
 
 

 
 

Net Unrealized Gains on Investment Securities
 
8,694

 
5,294

Defined Benefit Plans
 
141

 
220

Total Other Comprehensive Income
 
8,835

 
5,514

Comprehensive Income
 
$
59,045

 
$
47,956

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

3
Table of Contents

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Condition (Unaudited)
(dollars in thousands)
March 31,
2016

 
December 31,
2015

Assets
 

 
 

Interest-Bearing Deposits in Other Banks
$
4,453

 
$
4,130

Funds Sold
626,206

 
592,892

Investment Securities
 

 
 

Available-for-Sale
2,293,751

 
2,256,818

Held-to-Maturity (Fair Value of $3,981,830 and $4,006,412)
3,911,703

 
3,982,736

Loans Held for Sale
16,854

 
4,808

Loans and Leases
8,065,610

 
7,878,985

Allowance for Loan and Lease Losses
(104,677
)
 
(102,880
)
Net Loans and Leases
7,960,933

 
7,776,105

Total Earning Assets
14,813,900

 
14,617,489

Cash and Due From Banks
164,012

 
158,699

Premises and Equipment, Net
111,086

 
111,199

Accrued Interest Receivable
47,504

 
44,719

Foreclosed Real Estate
1,728

 
824

Mortgage Servicing Rights
22,663

 
23,002

Goodwill
31,517

 
31,517

Bank-Owned Life Insurance
269,723

 
268,175

Other Assets
192,562

 
199,392

Total Assets
$
15,654,695

 
$
15,455,016

 
 
 
 
Liabilities
 

 
 

Deposits
 

 
 

Noninterest-Bearing Demand
$
4,329,321

 
$
4,286,331

Interest-Bearing Demand
2,759,357

 
2,761,930

Savings
5,172,206

 
5,025,191

Time
1,228,008

 
1,177,651

Total Deposits
13,488,892

 
13,251,103

Funds Purchased
7,333

 
7,333

Short-Term Borrowings
408

 
—

Securities Sold Under Agreements to Repurchase
586,785

 
628,857

Other Debt
220,771

 
245,786

Retirement Benefits Payable
47,408

 
47,374

Accrued Interest Payable
5,661

 
5,032

Taxes Payable and Deferred Taxes
43,134

 
17,737

Other Liabilities
115,550

 
135,534

Total Liabilities
14,515,942

 
14,338,756

Shareholders’ Equity
 

 
 

Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: March 31, 2016 - 57,849,536 / 43,080,503
and December 31, 2015 - 57,749,071 / 43,282,153)
576

 
575

Capital Surplus
544,267

 
542,041

Accumulated Other Comprehensive Loss
(14,722
)
 
(23,557
)
Retained Earnings
1,347,374

 
1,316,260

Treasury Stock, at Cost (Shares: March 31, 2016 - 14,769,033
and December 31, 2015 - 14,466,918)
(738,742
)
 
(719,059
)
Total Shareholders’ Equity
1,138,753

 
1,116,260

Total Liabilities and Shareholders’ Equity
$
15,654,695

 
$
15,455,016

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

4
Table of Contents

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, 2015
43,282,153

 
$
575

 
$
542,041

 
$
(23,557
)
 
$
1,316,260

 
$
(719,059
)
 
$
1,116,260

Net Income
—

 
—

 
—

 
—

 
50,210

 
—

 
50,210

Other Comprehensive Income
—

 
—

 
—

 
8,835

 
—

 
—

 
8,835

Share-Based Compensation
—

 
—

 
1,599

 
—

 
—

 
—

 
1,599

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
141,083

 
1

 
627

 
—

 
368

 
1,775

 
2,771

Common Stock Repurchased
(342,733
)
 
—

 
—

 
—

 
—

 
(21,458
)
 
(21,458
)
Cash Dividends Declared ($0.45 per share)
—

 
—

 
—

 
—

 
(19,464
)
 
—

 
(19,464
)
Balance as of March 31, 2016
43,080,503

 
$
576

 
$
544,267

 
$
(14,722
)
 
$
1,347,374

 
$
(738,742
)
 
$
1,138,753

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2014
43,724,208

 
$
574

 
$
531,932

 
$
(26,686
)
 
$
1,234,801

 
$
(685,535
)
 
$
1,055,086

Net Income
—

 
—

 
—

 
—

 
42,442

 
—

 
42,442

Other Comprehensive Income
—

 
—

 
—

 
5,514

 
—

 
—

 
5,514

Share-Based Compensation
—

 
—

 
1,776

 
—

 
—

 
—

 
1,776

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
155,646

 
1

 
433

 
—

 
(218
)
 
3,045

 
3,261

Common Stock Repurchased
(227,226
)
 
—

 
—

 
—

 
—

 
(13,144
)
 
(13,144
)
Cash Dividends Declared ($0.45 per share)
—

 
—

 
—

 
—

 
(19,684
)
 
—

 
(19,684
)
Balance as of March 31, 2015
43,652,628

 
$
575

 
$
534,141

 
$
(21,172
)
 
$
1,257,341

 
$
(695,634
)
 
$
1,075,251

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

5
Table of Contents

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
Three Months Ended
 
March 31,
(dollars in thousands)
2016

 
2015

Operating Activities
 

 
 

Net Income
$
50,210

 
$
42,442

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

 
 

Provision for Credit Losses
(2,000
)
 
—

Depreciation and Amortization
3,305

 
3,192

Amortization of Deferred Loan and Lease Fees
(365
)
 
(364
)
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
11,208

 
12,740

Share-Based Compensation
1,599

 
1,776

Benefit Plan Contributions
(325
)
 
(667
)
Deferred Income Taxes
(1,129
)
 
1,287

Net Gains on Sales of Loans and Leases
(3,253
)
 
(748
)
Net Gains on Sales of Investment Securities
(11,180
)
 
(10,231
)
Proceeds from Sales of Loans Held for Sale
51,600

 
10,509

Originations of Loans Held for Sale
(61,869
)
 
(6,946
)
Tax Benefits from Share-Based Compensation
(311
)
 
(254
)
Net Change in Other Assets and Other Liabilities
4,957

 
(13,649
)
Net Cash Provided by Operating Activities
42,447

 
39,087

 
 
 
 
Investing Activities
 

 
 

Investment Securities Available-for-Sale:
 

 
 

Proceeds from Prepayments and Maturities
92,459

 
92,318

Proceeds from Sales
11,180

 
10,298

Purchases
(120,793
)
 
(72,223
)
Investment Securities Held-to-Maturity:
 

 
 

Proceeds from Prepayments and Maturities
167,913

 
184,163

Purchases
(102,322
)
 
(29,928
)
Net Change in Loans and Leases
(181,627
)
 
(281,910
)
Premises and Equipment, Net
(3,192
)
 
(2,561
)
Net Cash Used in Investing Activities
(136,382
)
 
(99,843
)
 
 
 
 
Financing Activities
 

 
 

Net Change in Deposits
237,789

 
346,527

Net Change in Short-Term Borrowings
(41,664
)
 
(16,272
)
Proceeds from Long-Term Debt
25,000

 
—

Repayments of Long-Term Debt
(50,000
)
 
—

Tax Benefits from Share-Based Compensation
311

 
254

Proceeds from Issuance of Common Stock
2,371

 
3,006

Repurchase of Common Stock
(21,458
)
 
(13,144
)
Cash Dividends Paid
(19,464
)
 
(19,684
)
Net Cash Provided by Financing Activities
132,885

 
300,687

 
 
 
 
Net Change in Cash and Cash Equivalents
38,950

 
239,931

Cash and Cash Equivalents at Beginning of Period
755,721

 
535,576

Cash and Cash Equivalents at End of Period
$
794,671

 
$
775,507

Supplemental Information
 

 
 

Cash Paid for Interest
$
9,416

 
$
8,672

Cash Paid for Income Taxes
999

 
1,776

Non-Cash Investing Activities:
 

 
 

Transfer from Loans to Foreclosed Real Estate
1,040

 
83

Transfers from Loans to Loans Held for Sale
20,113

 
—

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

6
Table of Contents

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 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, 2015.  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, 2016.

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.

Variable Interest Entities

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 variable interest entity ("VIE"). The primary beneficiary is defined as the enterprise that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

The Company has limited partnership interests in several low-income housing partnerships. These partnerships provide funds for the construction and operation of apartment complexes that provide affordable housing to that segment of the population with lower family income. If these developments successfully attract a specified percentage of residents falling in that lower income range, state and/or federal income tax credits are made available to the partners. The tax credits are generally recognized over 10 years. In order to continue receiving the tax credits each year over the life of the partnership, the low-income residency targets must be maintained.

Prior to January 1, 2015, the Company utilized the effective yield method whereby the Company recognized tax credits generally over 10 years and amortized the initial cost of the investment to provide a constant effective yield over the period that tax credits are allocated to the Company. On January 1, 2015, the Company adopted ASU No. 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects" prospectively for new investments. 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. As permitted by ASU No. 2014-01, the Company elected to continue to utilize the effective yield method for investments made prior to January 1, 2015.

Unfunded commitments to fund these low-income housing partnerships were $23.5 million and $25.3 million as of March 31, 2016 and December 31, 2015, respectively. These unfunded commitments are unconditional and legally binding and are recorded in other liabilities in the consolidated statements of condition. See Note 5 Affordable Housing Projects Tax Credit Partnerships for more information.


7
Table of Contents

The Company also has limited partnership interests in solar energy tax credit partnership investments. These partnerships develop, build, own and operate solar renewable energy projects. Over the course of these investments, the Company expects to receive federal and state tax credits, tax-related benefits, and excess cash available for distribution, if any. The Company may be called to sell its interest in the limited partnerships through a call option once all investment tax credits have been recognized. Tax benefits associated with these investments are generally recognized over 6 years.
These entities meet the definition of a VIE; however, the Company is not the primary beneficiary of the entities, as the general partner has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses or the right to receive benefits that could be significant to the entities. While the partnership agreements allow the limited partners, through a majority vote, to remove the general partner, this right is not deemed to be substantive as the general partner can only be removed for cause.

The investments in these entities are initially recorded at cost, which approximates the maximum exposure to loss as a result of the Company's involvement with these unconsolidated entities. The balance of the Company's investments in these entities was $76.0 million and $79.0 million as of March 31, 2016 and December 31, 2015, respectively, and is included in other assets in the consolidated statements of condition.

Accounting Standards Adopted in 2016

In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The Company adopted ASU No. 2015-02 effective January 1, 2016. The adoption of ASU No. 2015-02 did not have a material impact on the Company's Consolidated Financial Statements.

In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. The purpose of ASU 2015-05 is to clarify which fees paid in a cloud computing arrangement should be capitalized and which fees should be expensed as incurred. The Company prospectively adopted ASU No. 2015-05 effective January 1, 2016. The adoption of ASU No. 2015-05 did not have a material impact on the Company's Consolidated Financial Statements.

Accounting Standards Pending Adoption

In May 2014, the FASB and the International Accounting Standards Board (the "IASB") jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP and International Financial Reporting Standards ("IFRS"). Previous revenue recognition guidance in GAAP consisted of broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) remove inconsistencies and weaknesses in revenue requirements; (2) provide a more robust framework for addressing revenue issues; (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) provide more useful information to users of financial statements through improved disclosure requirements; and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate

8
Table of Contents

performance obligation. The standard was initially effective for public entities for interim and annual reporting periods beginning after December 15, 2016; early adoption was not permitted. However, in August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers - Deferral of the Effective Date" which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). Early adoption is permitted, but not before the original effective date (i.e., interim and annual reporting periods beginning after December 15, 2016). For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company is currently evaluating the provisions of ASU No. 2014-09 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.

In January 2016, the FASB issued ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities." This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is permitted as of the beginning of the fiscal year of adoption only for provisions (3) and (6) above. Early adoption of the other provisions mentioned above is not permitted. The Company has performed a preliminary evaluation of the provisions of ASU No. 2016-01. Based on this evaluation, the Company has determined that ASU No. 2016-01 is not expected to have a material impact on the Company's Consolidated Financial Statements; however, the Company will continue to closely monitor developments and additional guidance.

In February 2016, the FASB issued ASU No. 2016-02, "Leases." Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Company is currently evaluating the provisions of ASU No. 2016-02 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting.” This ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and

9
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presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. ASU No. 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period. The Company is currently evaluating the provisions of ASU No. 2016-09 to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.


10
Table of Contents

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, 2016 and December 31, 2015 were as follows:

(dollars in thousands)
Amortized Cost

 
Gross
Unrealized Gains

 
Gross
Unrealized Losses

 
Fair Value

March 31, 2016
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
432,645

 
$
3,423

 
$
(950
)
 
$
435,118

Debt Securities Issued by States and Political Subdivisions
681,195

 
27,078

 
(53
)
 
708,220

Debt Securities Issued by Corporations
313,107

 
164

 
(4,529
)
 
308,742

Mortgage-Backed Securities:
 

 
 

 
 

 
 

    Residential - Government Agencies
281,495

 
6,900

 
(1,150
)
 
287,245

    Residential - U.S. Government-Sponsored Enterprises
451,818

 
6,144

 
—

 
457,962

    Commercial - Government Agencies
98,802

 
—

 
(2,338
)
 
96,464

Total Mortgage-Backed Securities
832,115

 
13,044

 
(3,488
)
 
841,671

Total
$
2,259,062

 
$
43,709

 
$
(9,020
)
 
$
2,293,751

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
489,757

 
$
4,800

 
$
—

 
$
494,557

Debt Securities Issued by States and Political Subdivisions
245,069

 
18,221

 
—

 
263,290

Debt Securities Issued by Corporations
147,409

 
2,131

 
(367
)
 
149,173

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
2,056,236

 
37,121

 
(6,533
)
 
2,086,824

    Residential - U.S. Government-Sponsored Enterprises
725,099

 
9,708

 
—

 
734,807

    Commercial - Government Agencies
248,133

 
5,412

 
(366
)
 
253,179

Total Mortgage-Backed Securities
3,029,468

 
52,241


(6,899
)

3,074,810

Total
$
3,911,703

 
$
77,393

 
$
(7,266
)
 
$
3,981,830

 
 
 
 
 
 
 
 
December 31, 2015
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
356,260

 
$
3,472

 
$
(838
)
 
$
358,894

Debt Securities Issued by States and Political Subdivisions
709,724

 
22,498

 
(304
)
 
731,918

Debt Securities Issued by Corporations
313,136

 
236

 
(4,502
)
 
308,870

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
310,966

 
6,546

 
(1,267
)
 
316,245

    Residential - U.S. Government-Sponsored Enterprises
442,760

 
1,368

 
(2,264
)
 
441,864

    Commercial - Government Agencies
103,227

 
—

 
(4,200
)
 
99,027

Total Mortgage-Backed Securities
856,953

 
7,914

 
(7,731
)
 
857,136

Total
$
2,236,073

 
$
34,120

 
$
(13,375
)
 
$
2,256,818

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
489,747

 
$
1,359

 
$
(1,139
)
 
$
489,967

Debt Securities Issued by States and Political Subdivisions
245,980

 
17,114

 
—

 
263,094

Debt Securities Issued by Corporations
151,301

 
368

 
(2,041
)
 
149,628

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
2,191,138

 
27,893

 
(19,067
)
 
2,199,964

    Residential - U.S. Government-Sponsored Enterprises
647,762

 
1,656

 
(2,616
)
 
646,802

    Commercial - Government Agencies
256,808

 
2,381

 
(2,232
)
 
256,957

Total Mortgage-Backed Securities
3,095,708

 
31,930

 
(23,915
)
 
3,103,723

Total
$
3,982,736

 
$
50,771

 
$
(27,095
)
 
$
4,006,412


11
Table of Contents


The table below presents an analysis of the contractual maturities of the Company’s investment securities as of March 31, 2016.  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
$
55,617

 
$
55,771

Due After One Year Through Five Years
469,600

 
473,721

Due After Five Years Through Ten Years
402,326

 
416,186

Due After Ten Years
67,304

 
71,830

 
994,847

 
1,017,508

 
 
 
 
Debt Securities Issued by Government Agencies
432,100

 
434,572

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
281,495

 
287,245

    Residential - U.S. Government-Sponsored Enterprises
451,818

 
457,962

    Commercial - Government Agencies
98,802

 
96,464

Total Mortgage-Backed Securities
832,115

 
841,671

Total
$
2,259,062

 
$
2,293,751

 
 
 
 
Held-to-Maturity:
 

 
 

Due After One Year Through Five Years
$
522,304

 
$
528,610

Due After Five Years Through Ten Years
288,542

 
301,282

Due After Ten Years
71,389

 
77,128

 
882,235

 
907,020

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
2,056,236

 
2,086,824

    Residential - U.S. Government-Sponsored Enterprises
725,099

 
734,807

    Commercial - Government Agencies
248,133

 
253,179

Total Mortgage-Backed Securities
3,029,468

 
3,074,810

Total
$
3,911,703

 
$
3,981,830


Investment securities with carrying values of $2.6 billion and $2.5 billion as of March 31, 2016 and December 31, 2015, 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 for the three months ended March 31, 2016 and 2015.
 
Three Months Ended
March 31,
(dollars in thousands)
2016

 
2015

Gross Gains on Sales of Investment Securities
$
11,180

 
$
10,231

Gross Losses on Sales of Investment Securities
—

 
—

Net Gains on Sales of Investment Securities
$
11,180

 
$
10,231




12
Table of Contents

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, 2016
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
187,522

 
$
(804
)
 
$
21,364

 
$
(146
)
 
$
208,886

 
$
(950
)
Debt Securities Issued by States
   and Political Subdivisions
3,231

 
(5
)
 
6,779

 
(48
)
 
10,010

 
(53
)
Debt Securities Issued by Corporations
86,681

 
(1,333
)
 
186,856

 
(3,196
)
 
273,537

 
(4,529
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 


 


    Residential - Government Agencies
12,538

 
(56
)
 
8,501

 
(1,094
)
 
21,039

 
(1,150
)
    Commercial - Government Agencies
—

 
—

 
96,464

 
(2,338
)
 
96,464

 
(2,338
)
Total Mortgage-Backed Securities
12,538

 
(56
)
 
104,965

 
(3,432
)
 
117,503

 
(3,488
)
Total
$
289,972

 
$
(2,198
)
 
$
319,964

 
$
(6,822
)
 
$
609,936

 
$
(9,020
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by Corporations
$
8,735

 
$
(17
)
 
$
41,043

 
$
(350
)
 
$
49,778

 
$
(367
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
    Residential - Government Agencies
135,228

 
(327
)
 
548,807

 
(6,206
)
 
684,035

 
(6,533
)
    Commercial - Government Agencies
19,422

 
(227
)
 
53,099

 
(139
)
 
72,521

 
(366
)
Total Mortgage-Backed Securities
154,650

 
(554
)
 
601,906

 
(6,345
)
 
756,556

 
(6,899
)
Total
$
163,385

 
$
(571
)
 
$
642,949

 
$
(6,695
)
 
$
806,334

 
$
(7,266
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
     and Government Agencies
$
144,260

 
$
(822
)
 
$
5,452

 
$
(16
)
 
$
149,712

 
$
(838
)
Debt Securities Issued by States
     and Political Subdivisions
72,248

 
(252
)
 
6,798

 
(52
)
 
79,046

 
(304
)
Debt Securities Issued by Corporations
101,269

 
(1,747
)
 
162,304

 
(2,755
)
 
263,573

 
(4,502
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
30,679

 
(130
)
 
9,117

 
(1,137
)
 
39,796

 
(1,267
)
     Residential - U.S. Government-Sponsored Enterprises
346,603

 
(2,264
)
 
—

 
—

 
346,603

 
(2,264
)
     Commercial - Government Agencies
—

 
—

 
99,026

 
(4,200
)
 
99,026

 
(4,200
)
Total Mortgage-Backed Securities
377,282

 
(2,394
)
 
108,143

 
(5,337
)
 
485,425

 
(7,731
)
Total
$
695,059

 
$
(5,215
)
 
$
282,697

 
$
(8,160
)
 
$
977,756

 
$
(13,375
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
and Government Agencies
$
264,747

 
$
(1,139
)
 
$
—

 
$
—

 
$
264,747

 
$
(1,139
)
Debt Securities Issued by Corporations
28,218

 
(66
)
 
71,208

 
(1,975
)
 
99,426

 
(2,041
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
562,502

 
(5,828
)
 
414,207

 
(13,239
)
 
976,709

 
(19,067
)
     Residential - U.S. Government-Sponsored Enterprises
450,147

 
(2,616
)
 
—

 
—

 
450,147

 
(2,616
)
     Commercial - Government Agencies
74,040

 
(958
)
 
52,207

 
(1,274
)
 
126,247

 
(2,232
)
Total Mortgage-Backed Securities
1,086,689

 
(9,402
)
 
466,414

 
(14,513
)
 
1,553,103

 
(23,915
)
Total
$
1,379,654

 
$
(10,607
)
 
$
537,622

 
$
(16,488
)
 
$
1,917,276

 
$
(27,095
)


13
Table of Contents

The Company does not believe that the investment securities that were in an unrealized loss position as of March 31, 2016, which were comprised of 123 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, 2016 and December 31, 2015, 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 basis, which may be at maturity.

Interest income from taxable and non-taxable investment securities for the three months ended March 31, 2016 and 2015 were as follows:
 
 
Three Months Ended
March 31,
(dollars in thousands)
 
2016

 
2015

Taxable
 
$
25,987

 
$
29,292

Non-Taxable
 
5,218

 
5,313

Total Interest Income from Investment Securities
 
$
31,205

 
$
34,605


As of March 31, 2016, included in the Company's investment securities portfolio were debt securities issued by political subdivisions within the State of Hawaii of $551.4 million, representing 57% 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. Of the Company's total Hawaii municipal bond holdings, 76% were general obligation issuances. As of March 31, 2016, 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, 2016 and December 31, 2015, the carrying value of the Company’s Federal Home Loan Bank of Des Moines stock and Federal Reserve Bank stock was as follows:
(dollars in thousands)
March 31,
2016

 
December 31,
2015

Federal Home Loan Bank Stock
$
18,000

 
$
19,000

Federal Reserve Bank Stock
19,958

 
19,836

Total
$
37,958

 
$
38,836


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 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 common shares. This conversion will not occur until the settlement of certain litigation which is indemnified by Visa members, including 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. As of March 31, 2016, the conversion ratio was 1.6483.

During the first three months of 2016, the Company recorded an $11.2 million net gain on the sale of 100,000 Visa Class B shares. Concurrent with every sale of Visa Class B shares, the Company has 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 outcome of the Visa litigation mentioned above, the remaining 188,714 Class B shares (311,057 Class A equivalents) that the Company owns are carried at a zero cost basis.


14
Table of Contents

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, 2016 and December 31, 2015:

(dollars in thousands)
March 31,
2016

 
December 31,
2015

Commercial
 

 
 

Commercial and Industrial
$
1,180,341

 
$
1,115,168

Commercial Mortgage
1,687,199

 
1,677,147

Construction
192,909

 
156,660

Lease Financing
195,804

 
204,877

Total Commercial
3,256,253

 
3,153,852

Consumer
 

 
 

Residential Mortgage
2,929,388

 
2,925,605

Home Equity
1,131,796

 
1,069,400

Automobile
399,825

 
381,735

Other 1
348,348

 
348,393

Total Consumer
4,809,357

 
4,725,133

Total Loans and Leases
$
8,065,610

 
$
7,878,985

1 
Comprised of other revolving credit, installment, and lease financing.
The majority 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 $1.8 million and $0.5 million for the three months ended March 31, 2016 and 2015, respectively.

15
Table of Contents

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, 2016 and 2015.  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, 2016 and 2015.

(dollars in thousands)
Commercial

 
Consumer

 
Total

Three Months Ended March 31, 2016
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
60,714

 
$
42,166

 
$
102,880

Loans and Leases Charged-Off
(257
)
 
(4,630
)
 
(4,887
)
Recoveries on Loans and Leases Previously Charged-Off
6,905

 
1,779

 
8,684

Net Loans and Leases Recovered (Charged-Off)
6,648

 
(2,851
)
 
3,797

Provision for Credit Losses
(5,552
)
 
3,552

 
(2,000
)
Balance at End of Period
$
61,810

 
$
42,867

 
$
104,677

As of March 31, 2016
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
157

 
$
3,406

 
$
3,563

Collectively Evaluated for Impairment
61,653

 
39,461

 
101,114

Total
$
61,810

 
$
42,867

 
$
104,677

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
22,986

 
$
39,028

 
$
62,014

Collectively Evaluated for Impairment
3,233,267

 
4,770,329

 
8,003,596

Total
$
3,256,253

 
$
4,809,357

 
$
8,065,610

 
 
 
 
 
 
Three Months Ended March 31, 2015
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
64,551

 
$
44,137

 
$
108,688

Loans and Leases Charged-Off
(235
)
 
(3,853
)
 
(4,088
)
Recoveries on Loans and Leases Previously Charged-Off
736

 
2,125

 
2,861

Net Loans and Leases Recovered (Charged-Off)
501

 
(1,728
)
 
(1,227
)
Provision for Credit Losses
782

 
(782
)
 
—

Balance at End of Period
$
65,834

 
$
41,627

 
$
107,461

As of March 31, 2015
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
2,212

 
$
3,534

 
$
5,746

Collectively Evaluated for Impairment
63,622

 
38,093

 
101,715

Total
$
65,834

 
$
41,627

 
$
107,461

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
26,084

 
$
39,453

 
$
65,537

Collectively Evaluated for Impairment
2,929,026

 
4,184,065

 
7,113,091

Total
$
2,955,110

 
$
4,223,518

 
$
7,178,628


16
Table of Contents

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, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan or lease agreement. 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 generally 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.


17
Table of Contents

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, 2016 and December 31, 2015.
 
March 31, 2016
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
1,136,351

 
$
1,619,997

 
$
191,257

 
$
195,380

 
$
3,142,985

Special Mention
18,180

 
32,010

 
71

 
69

 
50,330

Classified
25,810

 
35,192

 
1,581

 
355

 
62,938

Total
$
1,180,341

 
$
1,687,199

 
$
192,909

 
$
195,804

 
$
3,256,253

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
2,915,669

 
$
1,128,186

 
$
399,301

 
$
347,763

 
$
4,790,919

Classified
13,719

 
3,610

 
524

 
585

 
18,438

Total
$
2,929,388

 
$
1,131,796

 
$
399,825

 
$
348,348

 
$
4,809,357

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
8,065,610

 
December 31, 2015
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
1,059,475

 
$
1,591,696

 
$
154,976

 
$
204,348

 
$
3,010,495

Special Mention
28,076

 
43,674

 
80

 
76

 
71,906

Classified
27,617

 
41,777

 
1,604

 
453

 
71,451

Total
$
1,115,168

 
$
1,677,147

 
$
156,660

 
$
204,877

 
$
3,153,852

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
2,910,667

 
$
1,064,253

 
$
381,420

 
$
347,710

 
$
4,704,050

Classified
14,938

 
5,147

 
315

 
683

 
21,083

Total
$
2,925,605

 
$
1,069,400

 
$
381,735

 
$
348,393

 
$
4,725,133

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
7,878,985

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

18
Table of Contents

Aging Analysis

The following presents by class, an aging analysis of the Company’s loan and lease portfolio as of March 31, 2016 and December 31, 2015.
(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, 2016
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
6,538

 
$
444

 
$
—

 
$
666

 
$
7,648

 
$
1,172,693

 
$
1,180,341

 
$
71

Commercial Mortgage
—

 
421

 
—

 
3,401

 
3,822

 
1,683,377

 
1,687,199

 
2,822

Construction
—

 
—

 
—

 
—

 
—

 
192,909

 
192,909

 
—

Lease Financing
—

 
—

 
—

 
—

 
—

 
195,804

 
195,804

 
—

Total Commercial
6,538

 
865

 
—

 
4,067

 
11,470

 
3,244,783

 
3,256,253

 
2,893

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
6,115

 
2,317

 
4,219

 
13,719

 
26,370

 
2,903,018

 
2,929,388

 
2,237

Home Equity
1,550

 
1,741

 
2,096

 
2,501

 
7,888

 
1,123,908

 
1,131,796

 
881

Automobile
7,735

 
962

 
524

 
—

 
9,221

 
390,604

 
399,825

 
—

Other 1
2,200

 
1,278

 
1,099

 
—

 
4,577

 
343,771

 
348,348

 
—

Total Consumer
17,600

 
6,298

 
7,938

 
16,220

 
48,056

 
4,761,301

 
4,809,357

 
3,118

Total
$
24,138

 
$
7,163

 
$
7,938

 
$
20,287

 
$
59,526

 
$
8,006,084

 
$
8,065,610

 
$
6,011

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,118

 
$
359

 
$
—

 
$
5,829

 
$
7,306

 
$
1,107,862

 
$
1,115,168

 
$
452

Commercial Mortgage
1,245

 
27

 
—

 
3,469

 
4,741

 
1,672,406

 
1,677,147

 
2,890

Construction
2,120

 
—

 
—

 
—

 
2,120

 
154,540

 
156,660

 
—

Lease Financing
—

 
—

 
—

 
—

 
—

 
204,877

 
204,877

 
—

Total Commercial
4,483


386


—

 
9,298

 
14,167

 
3,139,685

 
3,153,852

 
3,342

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
7,148

 
3,993

 
4,453

 
14,598

 
30,192

 
2,895,413

 
2,925,605

 
2,056

Home Equity
3,856

 
1,906

 
1,710

 
4,081

 
11,553

 
1,057,847

 
1,069,400

 
1,710

Automobile
8,103

 
1,803

 
315

 
—

 
10,221

 
371,514

 
381,735

 
—

Other 1
2,281

 
1,448

 
1,096

 
—

 
4,825

 
343,568

 
348,393

 
—

Total Consumer
21,388

 
9,150

 
7,574

 
18,679

 
56,791

 
4,668,342

 
4,725,133

 
3,766

Total
$
25,871

 
$
9,536

 
$
7,574

 
$
27,977

 
$
70,958

 
$
7,808,027

 
$
7,878,985

 
$
7,108

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.

19
Table of Contents

Impaired Loans

The following presents by class, information related to impaired loans as of March 31, 2016 and December 31, 2015.

(dollars in thousands)
Recorded
 Investment

 
Unpaid
 Principal
 Balance

 
Related 
Allowance for 
Loan Losses

March 31, 2016
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
10,069

 
$
17,031

 
$
—

Commercial Mortgage
10,055

 
13,555

 
—

Construction
1,581

 
1,581

 
—

Total Commercial
21,705

 
32,167

 
—

Total Impaired Loans with No Related Allowance Recorded
$
21,705

 
$
32,167

 
$
—

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
1,281

 
$
1,281

 
$
157

Total Commercial
1,281

 
1,281

 
157

Consumer
 

 
 

 
 

Residential Mortgage
28,231

 
33,748

 
3,173

Home Equity
1,516

 
1,516

 
18

Automobile
7,384

 
7,384

 
159

Other 1
1,897

 
1,897

 
56

Total Consumer
39,028

 
44,545

 
3,406

Total Impaired Loans with an Allowance Recorded
$
40,309

 
$
45,826

 
$
3,563

 
 
 
 
 
 
Impaired Loans:
 
 
 
 
 
Commercial
$
22,986

 
$
33,448

 
$
157

Consumer
39,028

 
44,545

 
3,406

Total Impaired Loans
$
62,014

 
$
77,993

 
$
3,563

 
 
 
 
 
 
December 31, 2015
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
14,650

 
$
28,212

 
$
—

Commercial Mortgage
10,407

 
13,907

 
—

Construction
1,604

 
1,604

 
—

Total Commercial
26,661

 
43,723

 
—

Total Impaired Loans with No Related Allowance Recorded
$
26,661

 
$
43,723

 
$
—

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
1,289

 
$
1,289

 
$
205

Total Commercial
1,289

 
1,289

 
205

Consumer
 

 
 

 
 

Residential Mortgage
28,981

 
34,694

 
3,171

Home Equity
1,089

 
1,089

 
12

Automobile
7,012

 
7,012

 
143

Other 1
1,665

 
1,665

 
47

Total Consumer
38,747

 
44,460

 
3,373

Total Impaired Loans with an Allowance Recorded
$
40,036

 
$
45,749

 
$
3,578

 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

Commercial
$
27,950

 
$
45,012

 
$
205

Consumer
38,747

 
44,460

 
3,373

Total Impaired Loans
$
66,697

 
$
89,472

 
$
3,578

1 Comprised of other revolving credit and installment financing.

20
Table of Contents

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, 2016 and 2015.

 
Three Months Ended
March 31, 2016
 
Three Months Ended
March 31, 2015
(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
$
12,360

 
$
106

 
$
10,781

 
$
98

Commercial Mortgage
10,231

 
69

 
6,444

 
65

Construction
1,593

 
26

 
1,679

 
27

Total Commercial
24,184

 
201

 
18,904

 
190

Total Impaired Loans with No Related Allowance Recorded
$
24,184

 
$
201

 
$
18,904

 
$
190

 
 
 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
$
1,285

 
$
20

 
$
6,698

 
$
26

Total Commercial
1,285

 
20

 
6,698

 
26

Consumer
 

 
 

 
 

 
 

Residential Mortgage
28,606

 
251

 
32,028

 
267

Home Equity
1,303

 
17

 
1,108

 
8

Automobile
7,198

 
122

 
5,461

 
104

Other 1
1,781

 
39

 
946

 
22

Total Consumer
38,888

 
429

 
39,543

 
401

Total Impaired Loans with an Allowance Recorded
$
40,173

 
$
449

 
$
46,241

 
$
427

 
 
 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

 
 

Commercial
$
25,469

 
$
221

 
$
25,602

 
$
216

Consumer
38,888

 
429

 
39,543

 
401

Total Impaired Loans
$
64,357

 
$
650

 
$
65,145

 
$
617

1 
Comprised of other revolving credit and installment financing.


For the three months ended March 31, 2016 and 2015, the amounts 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, 2016 and 2015, 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 $60.8 million and $65.0 million as of March 31, 2016 and December 31, 2015, respectively.  As of March 31, 2016, there were $0.8 million commitments to lend additional funds on loans modified in a TDR. As of December 31, 2015, there were no commitments to lend additional funds on loans modified in a TDR.

The Company offers various types of concessions when modifying a loan or lease. 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 co-borrower or guarantor. Construction loans modified in a TDR may also involve extending the interest-only payment period. Residential mortgage loans modified in a TDR 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. Land loan modifications usually involve extending the interest-only monthly payments up to an additional five years with a balloon payment due at maturity, or re-amortizing the remaining balance over a period up to 360 months. Interest rates are not changed for land loan modifications. Home equity modifications are made infrequently and uniquely designed to meet the specific

21
Table of Contents

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, 2016 and 2015.
 
Loans Modified as a TDR for the
Three Months Ended March 31, 2016
 
Loans Modified as a TDR for the
Three Months Ended March 31, 2015
 
 

 
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
17

 
$
2,988

 
$
—

 
17

 
$
2,687

 
$
1

Commercial Mortgage
—

 
—

 
—

 
1

 
507

 
—

Total Commercial
17

 
2,988

 
—

 
18

 
3,194

 
1

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
3

 
1,166

 
197

 
5

 
2,122

 
61

Home Equity
1

 
478

 
6

 
2

 
203

 
3

Automobile
53

 
1,123

 
24

 
35

 
780

 
11

Other 2
62

 
450

 
13

 
22

 
151

 
5

Total Consumer
119

 
3,217

 
240

 
64

 
3,256

 
80

Total
136

 
$
6,205

 
$
240

 
82

 
$
6,450

 
$
81

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.
The following presents by class, all loans modified in a TDR that defaulted during the three months ended March 31, 2016 and 2015, 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, 2016
 
Three Months Ended
March 31, 2015
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

 
1,031

 
1

 
306

Home Equity
1

 
165

 
—

 
—

Automobile
5

 
116

 
7

 
152

Other 2
18

 
111

 
8

 
61

Total Consumer
26

 
1,423

 
16

 
519

Total
26

 
$
1,423

 
16

 
$
519

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.


22
Table of Contents

Foreclosure Proceedings

Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $7.6 million as of March 31, 2016.

Note 4.  Mortgage Servicing Rights

The Company’s portfolio of residential mortgage loans serviced for third parties was $2.7 billion as of March 31, 2016 and December 31, 2015.  Substantially all of these loans were originated by the Company and sold to third parties on a non-recourse basis with servicing rights retained.  These retained servicing rights are recorded as a servicing asset and are initially recorded at fair value (see Note 13 Fair Value of Assets and Liabilities for more information). Changes to the balance of mortgage servicing rights are recorded in mortgage banking income in the Company’s consolidated statements of income.

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 $1.7 million and $1.9 million for the three months ended March 31, 2016 and 2015, respectively.  Servicing income is recorded in 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, 2016 and 2015, 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)
2016

 
2015

Balance at Beginning of Period
$
1,970

 
$
2,604

Change in Fair Value:
 

 
 

Due to Change in Valuation Assumptions 1
—

 
(251
)
Due to Payoffs
(60
)
 
(76
)
Total Changes in Fair Value of Mortgage Servicing Rights
(60
)
 
(327
)
Balance at End of Period
$
1,910

 
$
2,277

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

For the three months ended March 31, 2016 and 2015, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the amortization method, net of valuation allowance, was as follows:
 
Three Months Ended
March 31,
(dollars in thousands)
2016

 
2015

Balance at Beginning of Period
$
21,032

 
$
22,091

Servicing Rights that Resulted From Asset Transfers
441

 
134

Amortization
(635
)
 
(839
)
Valuation Allowance Provision
(85
)
 
(20
)
Balance at End of Period
$
20,753


$
21,366

 
 
 
 
Valuation Allowance:
 
 
 
Balance at Beginning of Period
$
(21
)
 
$
(57
)
Valuation Allowance Provision
(85
)
 
(20
)
Balance at End of Period
$
(106
)

$
(77
)
 
 
 
 
Fair Value of Mortgage Servicing Rights Accounted for
 Under the Amortization Method
 

 
 

Beginning of Period
$
24,804

 
$
22,837

End of Period
$
20,841

 
$
21,431



23
Table of Contents

The key data and assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of March 31, 2016 and December 31, 2015 were as follows:
 
March 31,
2016

 
December 31, 2015

Weighted-Average Constant Prepayment Rate 1
12.33
%
 
9.10
%
Weighted-Average Life (in years)
6.08

 
7.40

Weighted-Average Note Rate
4.21
%
 
4.23
%
Weighted-Average Discount Rate 2
9.76
%
 
9.38
%
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, 2016 and December 31, 2015 is presented in the following table.
(dollars in thousands)
March 31,
2016

 
December 31,
2015

Constant Prepayment Rate
 

 
 

Decrease in fair value from 25 basis points (“bps”) adverse change
$
(226
)
 
$
(285
)
Decrease in fair value from 50 bps adverse change
(447
)
 
(566
)
Discount Rate
 

 
 

Decrease in fair value from 25 bps adverse change
(226
)
 
(292
)
Decrease in fair value from 50 bps adverse change
(447
)
 
(577
)

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.

Note 5. Affordable Housing Projects Tax Credit Partnerships

The Company makes equity investments in various limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (LIHTC) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.

The Company is a limited partner in each LIHTC limited partnership. Each limited partnership is managed by an unrelated third party general partner who exercises full control over the affairs of the limited partnership. The general partner has all the rights, powers and authority granted or permitted to be granted to a general partner of a limited partnership. Duties entrusted to the general partner of each limited partnership include, but are not limited to: investment in operating companies, company expenditures, investment of excess funds, borrowing funds, employment of agents, disposition of fund property, prepayment and refinancing of liabilities, votes and consents, contract authority, disbursement of funds, accounting methods, tax elections, bank accounts, insurance, litigation, cash reserve, and use of working capital reserve funds. Except for limited rights granted to consent to certain transactions, the limited partner(s) may not participate in the operation, management, or control of the limited partnership’s business, transact any business in the limited partnership’s name or have any power to sign documents for or otherwise bind the limited partnership. In addition, the general partner may only be removed by the limited partner(s) in the event the general partner fails to comply with the terms of the agreement or is negligent in performing its duties.

The general partner of each limited partnership has both the power to direct the activities which most significantly affect the performance of each partnership and the obligation to absorb losses or the right to receive benefits that could be significant to the entities. Therefore, the Company has determined that it is not the primary beneficiary of any LIHTC partnership. The Company uses the effective yield method to account for its pre-2015 investments in these entities. Beginning January 1, 2015, any new investments that meet the requirements of the proportional amortization method are recognized using the proportional amortization method. The Company's net affordable housing tax credit investments and related unfunded commitments were $66.4 million and $68.8 million as of March 31, 2016 and December 31, 2015, respectively, and are included in other assets in the consolidated statements of condition.


24
Table of Contents

Unfunded Commitments

As of March 31, 2016, the expected payments for unfunded affordable housing commitments were as follows:
(dollars in thousands)
Amount

2016
$
12,485

2017
10,847

2018
33

2019
75

2020
65

Thereafter
—

Total Unfunded Commitments
$
23,505


The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three months ended March 31, 2016 and 2015.
 
Three Months Ended
March 31,
(dollars in thousands)
2016

 
2015

Effective Yield Method
 
 
 
Tax credits and other tax benefits recognized
$
3,516

 
$
3,389

Amortization Expense in Provision for Income Taxes
2,174

 
1,893

 
 
 
 
Proportional Amortization Method
 
 
 
Tax credits and other tax benefits recognized
$
259

 
$
—

Amortization Expense in Provision for Income Taxes
200

 
—


There were no sales or impairment losses of LIHTC investments for the three months ended March 31, 2016 and 2015.

Note 6. 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 $15.3 million and $13.1 million as of March 31, 2016 and December 31, 2015, respectively. See Note 11 Derivative Financial Instruments 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 sales and subsequent repurchases 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 pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fail to make an

25
Table of Contents

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. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential risk of over-collateralization in the event of counterparty default.

The following table presents the remaining contractual maturities of the Company’s repurchase agreements as of March 31, 2016 and December 31, 2015, respectively, disaggregated by the class of collateral pledged.
 
 
 Remaining Contractual Maturity of Repurchase Agreements
 (dollars in thousands)
 
 Up to
90 days

 
 91-365 days

 
 1-3 Years

 
 After
3 Years

 
 Total

March 31, 2016
 
 
 
 
 
 
 
 
 
 
 Class of Collateral Pledged:
 
 
 
 
 
 
 
 
 
 
 Debt Securities Issued by the U.S. Treasury and Government Agencies
 
$
—

 
$
—

 
$
200,000

 
$
110,533

 
$
310,533

 Debt Securities Issued by States and Political Subdivisions
 
1,487

 
8,347

 
—

 
—

 
9,834

 Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
 
—

 
53,087

 
—

 
96,457

 
149,544

     Residential - U.S. Government-Sponsored Enterprises
 
—

 
23,864

 
—

 
93,010

 
116,874

 Total
 
$
1,487

 
$
85,298

 
$
200,000

 
$
300,000

 
$
586,785

 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 Class of Collateral Pledged:
 
 
 
 
 
 
 
 
 
 
 Debt Securities Issued by the U.S. Treasury and Government Agencies
 
$
—

 
$
—

 
$
200,000

 
$
110,313

 
$
310,313

 Debt Securities Issued by States and Political Subdivisions
 
47,915

 
4,692

 
100

 
—

 
52,707

 Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
 
1,150

 
51,169

 
—

 
102,919

 
155,238

     Residential - U.S. Government-Sponsored Enterprises
 
—

 
23,831

 
—

 
86,768

 
110,599

 Total
 
$
49,065

 
$
79,692

 
$
200,100

 
$
300,000

 
$
628,857



26
Table of Contents

The following table presents the assets and liabilities subject to an enforceable master netting arrangement, or repurchase agreements, as of March 31, 2016 and December 31, 2015. 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 1
 
 Net Amount
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
193

 
$
—

 
$
193

 
$
193

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
15,533

 
—

 
15,533

 
193

 
—

 
15,340

 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchase Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Private Institutions
 
575,000

 
—

 
575,000

 
—

 
575,000

 
—

    Government Entities
 
11,785

 
—

 
11,785

 
—

 
11,785

 
—

 
 
$
586,785

 
$
—

 
$
586,785

 
$
—

 
$
586,785

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
261

 
$
—

 
$
261

 
$
261

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
13,312

 
—

 
13,312

 
261

 
—

 
13,051

 
 
 
 
 
 

 
 
 
 
 

Repurchase Agreements:
 
 
 
 
 

 
 
 
 
 
 
    Private Institutions
 
575,000

 
—

 
575,000

 
—

 
575,000

 
—

    Government Entities
 
53,857

 
—

 
53,857

 
—

 
53,857

 
—

 
 
$
628,857

 
$
—

 
$
628,857

 
$
—

 
$
628,857

 
$
—

1 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 investment securities pledged was $663.5 million and $663.2 million as of March 31, 2016 and December 31, 2015, respectively. For repurchase agreements with government entities, the fair value of investment securities pledged was $16.1 million and $66.9 million as of March 31, 2016 and December 31, 2015, respectively.


27
Table of Contents

Note 7.  Accumulated Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the three months ended March 31, 2016 and 2015:
(dollars in thousands)
Before Tax

 
Tax Effect

 
Net of Tax

Three Months Ended March 31, 2016
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
13,944

 
$
5,505

 
$
8,439

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) that (Increase) Decrease Net Income:
 
 
 
 
 
  Amortization of Unrealized Holding (Gains) Losses on Held-to-Maturity Securities 1
422

 
167

 
255

Net Unrealized Gains (Losses) on Investment Securities
14,366

 
5,672

 
8,694

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
314

 
124

 
190

Amortization of Prior Service Credit
(81
)
 
(32
)
 
(49
)
Defined Benefit Plans, Net
233

 
92

 
141

Other Comprehensive Income (Loss)
$
14,599

 
$
5,764

 
$
8,835

 
 
 
 
 
 
Three Months Ended March 31, 2015
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
8,711

 
$
3,435

 
$
5,276

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) that (Increase) Decrease Net Income:
 
 
 
 
 
  Amortization of Unrealized Holding (Gains) Losses on Held-to-Maturity Securities 1
30

 
12

 
18

Net Unrealized Gains (Losses) on Investment Securities
8,741

 
3,447

 
5,294

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
443

 
174

 
269

Amortization of Prior Service Credit
(81
)
 
(32
)
 
(49
)
Defined Benefit Plans, Net
362

 
142

 
220

Other Comprehensive Income (Loss)
$
9,103

 
$
3,589

 
$
5,514

1 
The amount relates 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, 2016 and 2015:
(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, 2016
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
12,559

 
$
(7,255
)
 
$
(28,861
)
 
$
(23,557
)
Other Comprehensive Income (Loss) Before Reclassifications
 
8,439

 
—

 
—

 
8,439

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 
—

 
255

 
141

 
396

Total Other Comprehensive Income (Loss)
 
8,439

 
255

 
141

 
8,835

Balance at End of Period
 
$
20,998

 
$
(7,000
)
 
$
(28,720
)
 
$
(14,722
)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
15,984

 
$
(8,555
)
 
$
(34,115
)
 
$
(26,686
)
Other Comprehensive Income (Loss) Before Reclassifications
 
5,276

 
—

 
—

 
5,276

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 
—

 
18

 
220

 
238

Total Other Comprehensive Income (Loss)
 
5,276

 
18

 
220

 
5,514

Balance at End of Period
 
$
21,260

 
$
(8,537
)
 
$
(33,895
)
 
$
(21,172
)


28
Table of Contents

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2016 and 2015:
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)
2016

2015

 
Amortization of Unrealized Holding Gains (Losses) on
     Investment Securities Held-to-Maturity
$
(422
)
$
(30
)
Interest Income
 
167

12

Provision for Income Tax
 
(255
)
(18
)
Net of Tax
 
 
 
 
Amortization of Defined Benefit Plan Items
 
 
 
Prior Service Credit 2
81

81

 
Net Actuarial Losses 2
(314
)
(443
)
 
 
(233
)
(362
)
Total Before Tax
 
92

142

Provision for Income Tax
 
(141
)
(220
)
Net of Tax
 
 
 
 
Total Reclassifications for the Period
$
(396
)
$
(238
)
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 10 Pension Plans and Postretirement Benefit Plan for additional details).

Note 8.  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, 2016 and 2015:
 
Three Months Ended
March 31,
 
2016

 
2015

Denominator for Basic Earnings Per Share
42,920,794

 
43,386,402

Dilutive Effect of Equity Based Awards
205,732

 
211,102

Denominator for Diluted Earnings Per Share
43,126,526

 
43,597,504

 
 
 
 
Antidilutive Stock Options and Restricted Stock Outstanding
28,224

 
—


Note 9.  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 these business segments. This process, which is not necessarily comparable with the process used by 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 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 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

29
Table of Contents

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.  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.

Noninterest income and expense includes 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 income tax rate. However, the provision for income taxes for our Leasing business unit (included in the Commercial Banking segment) and Auto Leasing portfolio and Pacific Century Life Insurance business unit (both included in the Retail Banking segment) are assigned their actual effective income tax rates due to the unique relationship that income taxes have with their products. The residual income tax expense or benefit to arrive at the consolidated effective income 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 70 branch locations and 452 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 and international client 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 offer 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.



30
Table of Contents

Selected business segment financial information as of and for the three months ended March 31, 2016 and 2015 were as follows:
(dollars in thousands)
Retail Banking

 
Commercial Banking

 
Investment Services

 
Treasury
and Other

 
Consolidated Total

Three Months Ended March 31, 2016
 

 
 

 
 

 
 

 


Net Interest Income
$
58,010

 
$
38,348

 
$
6,452

 
$
214

 
$
103,024

Provision for Credit Losses
2,835

 
(6,626
)
 
(6
)
 
1,797

 
(2,000
)
Net Interest Income After Provision for Credit Losses
55,175

 
44,974

 
6,458

 
(1,583
)
 
105,024

Noninterest Income
20,807

 
7,600

 
14,024

 
13,776

 
56,207

Noninterest Expense
(52,741
)
 
(17,268
)
 
(15,427
)
 
(1,950
)
 
(87,386
)
Income Before Provision for Income Taxes
23,241

 
35,306

 
5,055

 
10,243

 
73,845

Provision for Income Taxes
(8,227
)
 
(12,656
)
 
(1,870
)
 
(882
)
 
(23,635
)
Net Income
$
15,014

 
$
22,650

 
$
3,185

 
$
9,361

 
$
50,210

Total Assets as of March 31, 2016
$
4,763,749

 
$
3,196,413

 
$
284,891

 
$
7,409,642

 
$
15,654,695

 
 
 
 
 
 
 
 
 


Three Months Ended March 31, 2015
 

 
 

 
 

 
 

 


Net Interest Income
$
48,349

 
$
34,274

 
$
4,300

 
$
9,847

 
$
96,770

Provision for Credit Losses
1,723

 
(464
)
 
(8
)
 
(1,251
)
 
—

Net Interest Income After Provision for Credit Losses
46,626

 
34,738

 
4,308

 
11,098

 
96,770

Noninterest Income
19,108

 
5,651

 
14,726

 
12,822

 
52,307

Noninterest Expense
(50,340
)
 
(17,886
)
 
(14,590
)
 
(4,099
)
 
(86,915
)
Income Before Provision for Income Taxes
15,394

 
22,503

 
4,444

 
19,821

 
62,162

Provision for Income Taxes
(5,526
)
 
(7,865
)
 
(1,644
)
 
(4,685
)
 
(19,720
)
Net Income
$
9,868

 
$
14,638

 
$
2,800

 
$
15,136

 
$
42,442

Total Assets as of March 31, 2015
$
4,239,641

 
$
2,910,911

 
$
188,399

 
$
7,800,228

 
$
15,139,179


Note 10.  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, 2016 and 2015.
 
Pension Benefits
 
Postretirement Benefits
(dollars in thousands)
2016

 
2015

 
2016

 
2015

Three Months Ended March 31,
 

 
 

 
 

 
 

Service Cost
$
—

 
$
—

 
$
137

 
$
182

Interest Cost
1,209

 
1,186

 
294

 
324

Expected Return on Plan Assets
(1,281
)
 
(1,304
)
 
—

 
—

Amortization of:
 

 
 

 
 

 
 

Prior Service Credit
—

 
—

 
(81
)
 
(81
)
Net Actuarial Losses (Gains)
389

 
443

 
(75
)
 
—

Net Periodic Benefit Cost
$
317

 
$
325

 
$
275

 
$
425


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, 2016, 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 $1.0 million to the postretirement benefit plan for the year ending December 31, 2016.


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Note 11.  Derivative Financial Instruments

The notional amount and fair value of the Company's derivative financial instruments as of March 31, 2016 and December 31, 2015 were as follows:
 
 
March 31, 2016
 
 
December 31, 2015
(dollars in thousands)
Notional Amount
 
 
Fair Value

 
Notional Amount
 
 
Fair Value

Interest Rate Lock Commitments
 
$
7,965

 
$
415

 
 
$
4,375

 
$
270

Forward Commitments
 
20,118

 
(115
)
 
 
5,862

 
4

Interest Rate Swap Agreements
 
 
 
 
 
 
 
 
 
Receive Fixed/Pay Variable Swaps
 
215,103

 
15,296

 
 
203,667

 
13,021

Pay Fixed/Receive Variable Swaps
 
215,103

 
(15,340
)
 
 
203,667

 
(13,051
)
Foreign Exchange Contracts
 
33,997

 
108

 
 
42,777

 
104


The following table presents the Company’s derivative financial instruments, their fair values, and balance sheet location as of March 31, 2016 and December 31, 2015:
Derivative Financial Instruments
March 31, 2016
 
December 31, 2015
Not Designated as Hedging Instruments 1
Asset

 
Liability

 
Asset

 
Liability

(dollars in thousands)
Derivatives

 
Derivatives

 
Derivatives

 
Derivatives

Interest Rate Lock Commitments
$
415

 
$
—

 
$
270

 
$
—

Forward Commitments
—

 
115

 
5

 
1

Interest Rate Swap Agreements
15,681

 
15,725

 
13,543

 
13,573

Foreign Exchange Contracts
125

 
17

 
149

 
45

Total
$
16,221

 
$
15,857

 
$
13,967

 
$
13,619

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 or losses recognized in the consolidated statements of income for the three months ended March 31, 2016 and 2015:
 
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
 
2016

 
2015

Interest Rate Lock Commitments
Mortgage Banking
 
$
986

 
$
587

Forward Commitments
Mortgage Banking
 
(478
)
 
22

Interest Rate Swap Agreements
Other Noninterest Income
 
109

 
—

Foreign Exchange Contracts
Other Noninterest Income
 
709

 
649

Total
 
 
$
1,326

 
$
1,258


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.

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, 2016 and December 31, 2015, the Company did not designate any derivative financial instruments as 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, foreign exchange contracts, and conversion rate swap agreements.

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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.  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 6 Balance Sheet Offsetting 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, 2016, 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.

As each sale of Visa Class B restricted shares was completed, the Company entered into a conversion rate swap agreement with the buyer that requires payment to the buyer in the event Visa further reduces the conversion ratio of Class B into Class A unrestricted common shares.  In the event of Visa increasing the conversion ratio, the buyer would be required to make payment to the Company.  As of March 31, 2016, the conversion rate swap agreement was valued at zero (i.e., no contingent liability recorded) as further reductions to the conversion ratio were deemed neither probable nor reasonably estimable by management. See Note 2 Investment Securities for more information.

Note 12.  Commitments, Contingencies, and Guarantees
The Company’s credit commitments as of March 31, 2016 and December 31, 2015 were as follows:
(dollars in thousands)
March 31,
2016

 
December 31,
2015

Unfunded Commitments to Extend Credit
$
2,613,922

 
$
2,604,429

Standby Letters of Credit
58,528

 
48,153

Commercial Letters of Credit
17,286

 
15,867

Total Credit Commitments
$
2,689,736

 
$
2,668,449


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.


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Table of Contents

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 generally holds cash or 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 reserved by the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters may result in a loss that materially exceeds the reserves established by the Company.

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, 2016, the unpaid principal balance of residential mortgage loans sold by the Company was $2.5 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. Some agreements may require the Company to repurchase delinquent loans. 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 its underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards. During the three months ended March 31, 2016, there were no residential mortgage loans repurchased as a result of the representation and warranty provisions contained in these contracts. As of March 31, 2016, there were no pending repurchase requests 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 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

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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, 2016, there were no loans repurchased related to loan servicing activities. As of March 31, 2016, 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, 2016, 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, 2016, 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 loans sold to investors.

Note 13.  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 is 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.

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.  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 and government-sponsored enterprises.  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

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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, 2016 and December 31, 2015, 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 the significant assumptions and valuation methodologies used by the service.  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, foreign exchange contracts, and Visa Class B to Class A shares conversion rate swap agreements.  The fair values of IRLCs are calculated based on the value of the underlying loan held for sale, 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

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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 fair value of the Visa Class B restricted shares to Class A unrestricted common shares conversion rate swap agreements represent the amount owed by the Company to the buyer of the Visa Class B shares as a result of a reduction of the conversion ratio subsequent to the sales date. As of March 31, 2016 and December 31, 2015, the conversion rate swap agreement was valued at zero as reductions to the conversion ratio were neither probable nor reasonably estimable by management. These conversion rate swap agreements are classified as a Level 2 measurement. See Note 11 Derivative Financial Instruments for more information.

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.


37
Table of Contents

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015:
 
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, 2016
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
546

 
$
434,572

 
$
—

 
$
435,118

Debt Securities Issued by States and Political Subdivisions
—

 
708,220

 
—

 
708,220

Debt Securities Issued by Corporations
—

 
308,742

 
—

 
308,742

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies
—

 
287,245

 
—

 
287,245

  Residential - U.S. Government-Sponsored Enterprises
—

 
457,962

 
—

 
457,962

    Commercial - Government Agencies
—

 
96,464

 
—

 
96,464

Total Mortgage-Backed Securities
—

 
841,671

 
—

 
841,671

Total Investment Securities Available-for-Sale
546

 
2,293,205


—

 
2,293,751

Loans Held for Sale
—

 
16,854

 
—

 
16,854

Mortgage Servicing Rights
—

 
—

 
1,910

 
1,910

Other Assets
18,347

 
—

 
—

 
18,347

Derivatives 1
—

 
125

 
16,096

 
16,221

Total Assets Measured at Fair Value on a
Recurring Basis as of March 31, 2016
$
18,893

 
$
2,310,184

 
$
18,006

 
$
2,347,083

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Derivatives 1
$
—

 
$
132

 
$
15,725

 
$
15,857

Total Liabilities Measured at Fair Value on a
Recurring Basis as of March 31, 2016
$
—

 
$
132


$
15,725

 
$
15,857

 
 
 
 
 
 
 
 
December 31, 2015
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
545

 
$
358,349

 
$
—

 
$
358,894

Debt Securities Issued by States and Political Subdivisions
—

 
731,918

 
—

 
731,918

Debt Securities Issued by Corporations
—

 
308,870

 
—

 
308,870

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies
—

 
316,245

 
—

 
316,245

  Residential - U.S. Government-Sponsored Enterprises
—

 
441,864

 
—

 
441,864

    Commercial - Government Agencies
—

 
99,027

 
—

 
99,027

Total Mortgage-Backed Securities
—

 
857,136


—


857,136

Total Investment Securities Available-for-Sale
545

 
2,256,273


—

 
2,256,818

Loans Held for Sale
—

 
4,808

 
—

 
4,808

Mortgage Servicing Rights
—

 
—

 
1,970

 
1,970

Other Assets
20,262

 
—

 
—

 
20,262

Derivatives 1
—

 
154

 
13,813

 
13,967

Total Assets Measured at Fair Value on a
Recurring Basis as of December 31, 2015
$
20,807

 
$
2,261,235

 
$
15,783

 
$
2,297,825

 
 
 
 
 
 
 


Liabilities:
 

 
 

 
 

 


Derivatives 1
$
—

 
$
46

 
$
13,573

 
$
13,619

Total Liabilities Measured at Fair Value on a
Recurring Basis as of December 31, 2015
$
—

 
$
46


$
13,573

 
$
13,619

1 
The fair value of each class of derivatives is shown in Note 11 Derivative Financial Instruments.

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Table of Contents

For the three months ended March 31, 2016 and 2015, 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

Three Months Ended March 31, 2016
 

 
 

Balance as of January 1, 2016
$
1,970

 
$
240

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(60
)
 
972

Transfers to Loans Held for Sale
—

 
(841
)
Balance as of March 31, 2016
$
1,910

 
$
371

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of March 31, 2016
$
—

 
$
371

 
 
 
 
Three Months Ended March 31, 2015
 

 
 

Balance as of January 1, 2015
$
2,604

 
$
118

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(327
)
 
587

Transfers to Loans Held for Sale
—

 
(435
)
Balance as of March 31, 2015
$
2,277

 
$
270

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of March 31, 2015
$
(251
)
 
$
270

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, 2016 and December 31, 2015, 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,
2016

 
Dec. 31,
2015

 
Mar. 31,
2016

 
Dec. 31,
2015

Mortgage Servicing Rights
 
Discounted Cash Flow
 
Constant Prepayment Rate 1
 
12.33
%
 
9.10
%
 
$
22,751

 
$
26,774

 
 
 
 
Discount Rate 2
 
9.76
%
 
9.38
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Derivative Assets and Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Lock Commitments
 
Pricing Model
 
Closing Ratio
 
90.79
%
 
94.70
%
 
$
415

 
$
270

Interest Rate Swap Agreements
 
Discounted Cash Flow
 
Credit Factor
 
0.28
%
 
0.22
%
 
$
(44
)
 
$
(30
)
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.

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Table of Contents


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.  The following table represents the assets measured at fair value on a nonrecurring basis as of March 31, 2016 and December 31, 2015.

(dollars in thousands)
Fair Value
Hierarchy
 
Net Carrying
Amount

 
Valuation
Allowance

March 31, 2016
 
 
 
 
 
Mortgage Servicing Rights - amortization method
Level 3
 
$
20,753

 
$
106

 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
Mortgage Servicing Rights - amortization method
Level 3
 
$
21,032

 
$
21

Foreclosed Real Estate
Level 3
 
824

 
—

Other Assets - Equipment Held for Sale
Level 3
 
4,657

 
9,453


The write-down of mortgage servicing rights accounted for under the amortization method was primarily due to changes in certain key assumptions used to estimate fair value. As previously mentioned, all of the Company's 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. The Company's equipment held for sale at December 31, 2015 represented six aircraft that were previously on lease agreements. An impairment charge of $9.5 million (included in other noninterest expense in the Company's consolidated statements of income) was recorded in the third quarter of 2015 to reduce the carrying value to estimated fair value less cost to sell based on recent appraisals, market conditions, and management judgment. Due to the use of significant unobservable inputs combined with significant management judgment regarding the fair value of the six aircraft, the carrying value was deemed a Level 3 measurement. All aircraft were sold during the current quarter resulting in a nominal loss on sale from the reduced carrying value.

Fair Value Option

The Company elects the fair value option for all residential mortgage loans held for sale.  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 financially 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.


40
Table of Contents

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, 2016 and December 31, 2015.
(dollars in thousands)
Aggregate Fair Value

 
Aggregate Unpaid Principal
 
 
Aggregate Fair Value
Less Aggregate
 Unpaid Principal
 
March 31, 2016
 

 
 
 

 
 
 

Loans Held for Sale
$
16,854

 
 
$
16,251

 
 
$
603

 
 
 
 
 
 
 
 
December 31, 2015
 

 
 
 

 
 
 

Loans Held for Sale
$
4,808

 
 
$
4,575

 
 
$
233

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, 2016 and 2015, the net gains or losses from the change in fair value of the Company’s residential mortgage loans held for sale were not material.

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 value of the Company’s time deposits was calculated using discounted cash flow analyses, applying discount rates based on market yield curve rates for similar 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 based on market yield curve rates for similar maturities.

Other Debt

The fair value of the Company’s other debt was calculated using a discounted cash flow analyses, applying discount rates based on market yield curve rates for similar maturities.


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Table of Contents

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments not recorded at fair value on a recurring basis as of March 31, 2016 and December 31, 2015.  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, 2016
 

 
 

 
 

 
 

 
 

Financial Instruments - Assets
 

 
 

 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
3,911,703

 
$
3,981,830

 
$
494,557

 
$
3,487,273

 
$
—

Loans 1
7,728,297

 
8,133,640

 
—

 
—

 
8,133,640

 
 
 


 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,228,008

 
1,231,507

 
—

 
1,231,507

 
—

Securities Sold Under Agreements to Repurchase
586,785

 
586,779

 
—

 
586,779

 
—

Other Debt 2
209,938

 
212,981

 
—

 
212,981

 
—

 
 
 


 
 
 
 
 
 
December 31, 2015
 

 


 
 

 
 

 
 

Financial Instruments - Assets
 

 


 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
3,982,736

 
$
4,006,412

 
$
489,967

 
$
3,516,445

 
$
—

Loans 1
7,538,454

 
7,967,385

 
—

 
—

 
7,967,385

 
 
 
 
 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,177,651

 
1,178,837

 
—

 
1,178,837

 
—

Securities Sold Under Agreements to Repurchase
628,857

 
686,853

 
—

 
686,853

 
—

Other Debt 2
234,938

 
235,668

 
—

 
235,668

 
—

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


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Table of Contents

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

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include statements concerning, among other things, the anticipated economic and business environment in our service area and elsewhere, credit quality and other financial and business matters in future periods, our future results of operations and financial position, our business strategy and plans and our objectives and future operations. We also may make forward-looking statements in our other documents filed with or furnished to the Securities and Exchange Commission. In addition, our senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others.
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 of 2010 (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 any forward-looking statement as a prediction of our actual results. 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 is included under 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, 2015, 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, except as may be required by law.


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Table of Contents

Overview

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

The Bank, directly and through its subsidiaries, provides a broad range of financial services and products 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 remained positive during the first quarter of 2016 including a strong tourism industry, a robust real estate market, and an active construction industry. The unemployment rate remained relatively low.  For the first two months of 2016, total visitor arrivals increased 5.2% while total visitor spending increased 3.8% compared to the same period in 2015. The statewide seasonally-adjusted unemployment rate was 3.1% in March 2016 compared to 5.0% nationally. For the first three months of 2016, the volume of single-family home sales on Oahu increased 17.4%, while the volume of condominium sales on Oahu increased 17.8% compared with the same period in 2015.  The median price of single-family home sales and condominium sales on Oahu increased 7.2% and 4.5%, respectively, for the first three months of 2016 compared to the same period in 2015. As of March 31, 2016, months of inventory of single-family homes and condominiums on Oahu remained low at 2.1 months and 2.3 months, respectively.

Oahu’s industrial property market is comprised of approximately 39.8 million square feet.  Oahu’s industrial vacancy rate reached a new historic low of 1.5% in the first quarter of 2016 compared to 1.7% at year-end 2015 as a result of 67,682 square feet of net space absorption.   Oahu’s retail market is comprised of approximately 16.4 million square feet.  Oahu’s retail vacancy rate decreased to 4.6% in the first quarter of 2016 from 5.1% at  2015 year-end due to net absorption of 127,277 of square footage.  Oahu’s office market  is comprised of roughly 14.8 million square feet of Class A, B and C properties.  Oahu’s office vacancy rate declined to 12.1% in the first quarter of 2016 compared to 12.7% at 2015 year-end reflecting net absorption of 63,321 square feet of office space.

Earnings Summary

Net income for the first quarter of 2016 was $50.2 million, an increase of $7.8 million or 18% compared to the same period in 2015.  Diluted earnings per share was $1.16 for the first quarter of 2016, an increase of $0.19 or 20% compared to the same period in 2015.

Our higher earnings for the first quarter of 2016 were primarily due to the following:

•
Net interest income for the first quarter of 2016 was $103.0 million, an increase of $6.3 million or 6% compared to the same period in 2015. This increase was primarily due to a higher level of earning assets, including growth in both our commercial and consumer lending portfolios. The higher level of earning assets was primarily due to higher deposit balances. In addition, we recorded an additional $1.3 million of interest income due to the full recovery of non-performing commercial and industrial loans related to one commercial client in Guam. Our net interest margin was 2.86% in the first quarter of 2016, an increase of 5 basis points compared to the same period in 2015. The higher margin in 2016 was primarily due to the aforementioned interest income recovered during the current quarter.
•
Net occupancy expense for the first quarter of 2016 was $7.0 million, a decrease of $2.3 million or 25% compared to the same period in 2015 primarily due to a $1.5 million gain on the sale of real estate property in Guam.
•
Other noninterest income for the first quarter of 2016 was $5.2 million, an increase of $2.3 million or 75% compared to the same period in 2015. This increase was primarily due to a $1.9 million net gain on sale of equipment leases.
•
We recorded a $2.0 million negative provision for credit losses in the first quarter of 2016 compared to no provision recorded in the same period in 2015. The negative provision was primarily due to the full recovery of loans previously charged-off relating to one commercial client in Guam.

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Table of Contents

•
Net gains on sales of investment securities totaled $11.2 million in the first quarter of 2016 compared to $10.2 million during the same period in 2015. The net gain in the first quarter of 2016 was due to an $11.2 million gain on the sale of 100,000 Visa Class B shares. The net gain in the first quarter of 2015 was primarily due to a $10.1 million gain on the sale of 95,000 Visa Class B shares. We do not currently anticipate further sales of Visa Class B shares during 2016. The Company received these Class B shares in 2008 as part of Visa's initial public offering and they are transferable only under limited circumstances until they can be converted to the publicly traded Class A shares.
These items were partially offset by the following:

•
Provision for income taxes for the first quarter of 2016 was $23.6 million, an increase of $3.9 million or 20% compared to the same period in 2015 primarily due to higher pre-tax income. The effective income tax rate for the first quarter of 2016 was 32.01% compared to 31.72% for the same period in 2015.
•
Other noninterest expense for the first quarter of 2016 was $15.5 million, an increase of $1.3 million or 9% compared to the same period in 2015. This increase was primarily due to a $0.5 million increase in our reserve for unfunded commitments, a reflection of the growth in our commercial lending commitments. In addition, expenses increased for temporary employment services and advertising.
We maintained a strong balance sheet during the first quarter of 2016, with what we believe are adequate reserves for credit losses and high levels of liquidity and capital.
•
Total loans and leases were $8.1 billion as of March 31, 2016, an increase of $186.6 million or 2% from December 31, 2015 primarily due to growth in both our commercial and consumer lending portfolios.
•
The allowance for loan and lease losses (the “Allowance”) was $104.7 million as of March 31, 2016, an increase of $1.8 million or 2% from December 31, 2015.  The Allowance represents 1.30% of total loans and leases outstanding as of March 31, 2016 and 1.31% of total loans and leases outstanding as of December 31, 2015. The level of our Allowance was commensurate with the Company's credit risk profile, loan portfolio growth and composition, and a healthy Hawaii economy.
•
As of March 31, 2016, the total carrying value of our investment securities portfolio was $6.2 billion, a decrease of $34.1 million or 1% compared to December 31, 2015. During the first three months of 2016, we continued to reduce our positions in mortgage-backed securities issued by Ginnie Mae. We re-invested these proceeds primarily into higher yielding loan products. In addition, we increased our holdings in Small Business Administration securities and mortgage-backed securities issued by Fannie Mae and Freddie Mac. Ginnie Mae mortgage-backed securities continue to be our largest concentration in our portfolio.
•
Total deposits were $13.5 billion as of March 31, 2016, an increase of $237.8 million or 2% from December 31, 2015 primarily due to higher commercial and consumer core deposits.
•
Total shareholders’ equity was $1.1 billion as of March 31, 2016, an increase of $22.5 million or 2% from December 31, 2015.  We continued to return capital to our shareholders in the form of share repurchases and dividends.  During the first three months of 2016, we repurchased 342,733 shares of our common stock at a total cost of $21.5 million under our share repurchase program and from shares purchased from employees and/or directors in connection with stock swaps, income tax withholdings related to the vesting of restricted stock, and shares purchased for a deferred compensation plan. We also paid cash dividends of $19.5 million during the first three months of 2016.
In April 2016, the Parent’s Board of Directors declared a quarterly cash dividend of $0.48 per share on the Parent’s outstanding shares, an increase of $0.03 per share from the $0.45 per share dividend declared in the prior quarter.  The dividend will be payable on June 14, 2016 to shareholders of record at the close of business on May 31, 2016.





45
Table of Contents

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

 
 
Three Months Ended
 
 
March 31,
(dollars in thousands, except per share amounts)
 
2016

 
2015

For the Period:
 
 

 
 

Operating Results
 
 

 
 

Net Interest Income
 
$
103,024

 
$
96,770

Provision for Credit Losses
 
(2,000
)
 
—

Total Noninterest Income
 
56,207

 
52,307

Total Noninterest Expense
 
87,386

 
86,915

Net Income
 
50,210

 
42,442

Basic Earnings Per Share
 
1.17

 
0.98

Diluted Earnings Per Share
 
1.16

 
0.97

Dividends Declared Per Share
 
0.45

 
0.45

 
 
 
 
 
Performance Ratios
 
 

 
 

Return on Average Assets
 
1.30
%
 
1.15
%
Return on Average Shareholders’ Equity
 
17.88

 
16.18

Efficiency Ratio 1
 
54.88

 
58.30

Net Interest Margin 2
 
2.86

 
2.81

Dividend Payout Ratio 3
 
38.46

 
45.92

Average Shareholders’ Equity to Average Assets
 
7.27

 
7.12

 
 
 
 
 
Average Balances
 
 

 
 

Average Loans and Leases
 
$
7,940,097

 
$
7,053,061

Average Assets
 
15,537,073

 
14,946,037

Average Deposits
 
13,334,550

 
12,786,449

Average Shareholders’ Equity
 
1,129,561

 
1,064,112

 
 
 
 
 
Market Price Per Share of Common Stock
 
 

 
 

Closing
 
$
68.28

 
$
61.21

High
 
69.37

 
62.58

Low
 
54.55

 
53.90

 
 
 
 
 
 
 
March 31,
2016

 
December 31,
2015

As of Period End:
 
 

 
 

Balance Sheet Totals
 
 

 
 

Loans and Leases
 
$
8,065,610

 
$
7,878,985

Total Assets
 
15,654,695

 
15,455,016

Total Deposits
 
13,488,892

 
13,251,103

Other Debt
 
220,771

 
245,786

Total Shareholders’ Equity
 
1,138,753

 
1,116,260

 
 
 
 
 
Asset Quality
 
 

 
 

Non-Performing Assets
 
$
22,015

 
$
28,801

Allowance for Loan and Lease Losses
 
104,677

 
102,880

Allowance to Loans and Leases Outstanding
 
1.30
%
 
1.31
%
 
 
 
 
 
Capital Ratios
 
 

 
 

Common Equity Tier 1 Capital Ratio
 
13.85
%
 
13.97
%
Tier 1 Capital Ratio
 
13.85

 
13.97

Total Capital Ratio
 
15.10

 
15.22

Tier 1 Leverage Ratio
 
7.25

 
7.26

Total Shareholders’ Equity to Total Assets
 
7.27

 
7.22

Tangible Common Equity to Tangible Assets 4
 
7.09

 
7.03

Tangible Common Equity to Risk-Weighted Assets 4
 
13.62

 
13.62

 
 
 
 
 
Non-Financial Data
 
 

 
 

Full-Time Equivalent Employees
 
2,139

 
2,164

Branches
 
70

 
70

ATMs
 
452

 
456

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.

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Table of Contents

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 financial institution, 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,
2016

 
December 31,
2015

Total Shareholders’ Equity
$
1,138,753

 
$
1,116,260

Less: Goodwill
31,517

 
31,517

Tangible Common Equity
$
1,107,236

 
$
1,084,743

 
 
 
 
Total Assets
$
15,654,695

 
$
15,455,016

Less: Goodwill
31,517

 
31,517

Tangible Assets
$
15,623,178

 
$
15,423,499

Risk-Weighted Assets, determined in accordance with prescribed regulatory requirements
$
8,130,093

 
$
7,962,484

 
 
 
 
Total Shareholders’ Equity to Total Assets
7.27
%
 
7.22
%
Tangible Common Equity to Tangible Assets (Non-GAAP)
7.09
%
 
7.03
%
 
 
 
 
Tier 1 Capital Ratio
13.85
%
 
13.97
%
Tangible Common Equity to Risk-Weighted Assets (Non-GAAP)
13.62
%
 
13.62
%


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Table of Contents

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, 2016
 
March 31, 2015
 
Average

 
Income/

 
Yield/

 
Average

 
Income/

 
Yield/

(dollars in millions)
Balance

 
Expense

 
Rate

 
Balance

 
Expense

 
Rate

Earning Assets
 

 
 

 
 

 
 
 
 
 
 

Interest-Bearing Deposits in Other Banks
$
4.4

 
$
—

 
0.41
%
 
$
3.1

 
$
—

 
0.44
%
Funds Sold
647.7

 
0.8

 
0.46

 
484.3

 
0.2

 
0.21

Investment Securities
 
 
 
 
 
 
 
 
 
 
 
Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
  Taxable
1,588.5

 
7.2

 
1.80

 
1,560.8

 
6.5

 
1.67

  Non-Taxable
715.0

 
5.6

 
3.15

 
723.3

 
5.7

 
3.16

Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
       Taxable
3,679.6

 
18.8

 
2.05

 
4,140.9

 
22.8

 
2.21

       Non-Taxable
245.5

 
2.4

 
3.91

 
249.1

 
2.5

 
3.94

Total Investment Securities
6,228.6

 
34.0

 
2.19

 
6,674.1

 
37.5

 
2.25

Loans Held for Sale
12.2

 
0.1

 
3.89

 
3.1

 
—

 
3.63

Loans and Leases 1
 
 
 
 
 
 
 
 
 
 
 
Commercial and Industrial
1,127.4

 
10.8

 
3.84

 
1,130.5

 
8.9

 
3.18

Commercial Mortgage
1,689.2

 
15.7

 
3.74

 
1,449.5

 
13.7

 
3.83

Construction
170.0

 
2.0

 
4.63

 
103.8

 
1.1

 
4.39

Commercial Lease Financing
198.9

 
1.3

 
2.69

 
225.9

 
1.9

 
3.42

Residential Mortgage
2,918.5

 
29.6

 
4.05

 
2,631.3

 
27.5

 
4.18

Home Equity
1,103.5

 
10.1

 
3.69

 
878.5

 
8.1

 
3.72

Automobile
388.6

 
5.0

 
5.19

 
331.5

 
4.3

 
5.25

Other 2
344.0

 
6.5

 
7.64

 
302.1

 
5.5

 
7.36

Total Loans and Leases
7,940.1

 
81.0

 
4.09

 
7,053.1

 
71.0

 
4.06

Other
38.4

 
0.2

 
2.21

 
66.0

 
0.3

 
1.83

Total Earning Assets 3
14,871.4

 
116.1

 
3.13

 
14,283.7

 
109.0

 
3.07

Cash and Due From Banks
131.0

 
 
 
 
 
136.5

 
 
 
 
Other Assets
534.7

 
 
 
 
 
525.8

 
 
 
 
Total Assets
$
15,537.1

 
 
 
 
 
$
14,946.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Liabilities
 

 
 

 
 

 
 
 
 
 
 
Interest-Bearing Deposits
 
 
 
 
 
 
 
 
 
 
 
Demand
$
2,761.6

 
$
0.3

 
0.04
%
 
$
2,577.1

 
$
0.2

 
0.03
%
Savings
5,137.6

 
1.1

 
0.09

 
4,941.0

 
1.1

 
0.09

Time
1,208.4

 
1.5

 
0.50

 
1,378.3

 
1.1

 
0.33

Total Interest-Bearing Deposits
9,107.6

 
2.9

 
0.13

 
8,896.4

 
2.4

 
0.11

Short-Term Borrowings
7.8

 
—

 
0.14

 
8.5

 
—

 
0.14

Securities Sold Under Agreements to Repurchase
602.9

 
6.2

 
4.04

 
678.0

 
6.4

 
3.76

Other Debt
232.3

 
1.0

 
1.73

 
173.9

 
0.6

 
1.43

Total Interest-Bearing Liabilities
9,950.6

 
10.1

 
0.40

 
9,756.8

 
9.4

 
0.39

Net Interest Income
 
 
$
106.0

 
 
 
 
 
$
99.6

 
 
Interest Rate Spread
 
 
 
 
2.73
%
 
 
 
 
 
2.68
%
Net Interest Margin
 
 
 
 
2.86
%
 
 
 
 
 
2.81
%
Noninterest-Bearing Demand Deposits
4,227.0

 
 
 
 
 
3,890.0

 
 
 
 
Other Liabilities
229.9

 
 
 
 
 
235.1

 
 
 
 
Shareholders’ Equity
1,129.6

 
 
 
 
 
1,064.1

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
15,537.1

 
 
 
 
 
$
14,946.0

 
 
 
 
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 $3.0 million and $2.9 million for the three months ended March 31, 2016 and 2015, respectively.

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

 
Three Months Ended March 31, 2016
 
Compared to March 31, 2015
(dollars in millions)
Volume 1

 
Rate 1

 
Total

Change in Interest Income:
 

 
 

 
 

Funds Sold
$
0.1

 
$
0.5

 
$
0.6

Investment Securities
 
 
 
 
 

Available-for-Sale
 
 
 
 


  Taxable
0.1

 
0.6

 
0.7

  Non-Taxable
(0.1
)
 
—

 
(0.1
)
Held-to-Maturity
 
 
 
 


       Taxable
(2.4
)
 
(1.6
)
 
(4.0
)
       Non-Taxable
(0.1
)
 
—

 
(0.1
)
Total Investment Securities
(2.5
)
 
(1.0
)
 
(3.5
)
Loans Held for Sale
0.1

 
—

 
0.1

Loans and Leases
 
 
 
 


Commercial and Industrial
—

 
1.9

 
1.9

Commercial Mortgage
2.3

 
(0.3
)
 
2.0

Construction
0.8

 
0.1

 
0.9

Commercial Lease Financing
(0.2
)
 
(0.4
)
 
(0.6
)
Residential Mortgage
3.0

 
(0.9
)
 
2.1

Home Equity
2.1

 
(0.1
)
 
2.0

Automobile
0.8

 
(0.1
)
 
0.7

Other 2
0.8

 
0.2

 
1.0

Total Loans and Leases
9.6

 
0.4

 
10.0

Other
(0.1
)
 
—

 
(0.1
)
Total Change in Interest Income
7.2

 
(0.1
)
 
7.1

 
 
 
 
 
 
Change in Interest Expense:
 
 
 
 
 

Interest-Bearing Deposits
 
 
 
 
 

Demand
0.1

 
—

 
0.1

Time
(0.2
)
 
0.6

 
0.4

Total Interest-Bearing Deposits
(0.1
)
 
0.6

 
0.5

Securities Sold Under Agreements to Repurchase
(0.7
)
 
0.5

 
(0.2
)
Other Debt
0.2

 
0.2

 
0.4

Total Change in Interest Expense
(0.6
)
 
1.3

 
0.7

 
 
 
 
 


Change in Net Interest Income
$
7.8

 
$
(1.4
)
 
$
6.4

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 $103.0 million for the first quarter of 2016, an increase of $6.3 million or 6% compared to the same period in 2015. On a taxable-equivalent basis, net interest income was $106.0 million for the first quarter of 2016, an increase of $6.4 million or 6% compared to the same period in 2015. This increase was primarily due to a higher level of earning assets including growth in both our commercial and consumer lending portfolios. The higher level of earning assets was primarily due to higher deposit balances. In addition, we recorded an additional $1.3 million of interest income due to the full recovery of non-performing commercial and industrials related to one client in Guam. Net interest margin was 2.86% for the first quarter of 2016, an increase of five basis points compared to the same period in 2015. The higher margin in 2016 was primarily due to the aforementioned interest income recovered during the current quarter.

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Table of Contents

Yields on our earning assets increased by six basis points in the first quarter of 2016 compared to the same period in 2015 primarily due to the aforementioned interest income recovered on non-performing loans. This interest income recovery, coupled with higher year-over-year rates on floating rate loans, were the primary factors for the 66 basis points yield increase in our commercial and industrial portfolio. Partially offsetting the yield increase on our commercial and industrial portfolio were lower yields in our residential mortgage portfolio and our investment securities portfolio, coupled with slightly higher funding costs. Yields on our residential mortgage portfolio decreased by 13 basis points primarily due to continued payoff activity of higher-rate mortgage loans and the addition to our portfolio of lower-rate mortgage loans. Our investment securities portfolio yield decreased by six basis points primarily due to reinvestment into lower yielding securities, a reflection of the continued low interest rate environment, partially offset by lower premium amortization. Funding costs rose slightly during the current quarter. Interest rates paid on our time deposits increased by 17 basis points due to new public time deposits at higher rates. Interest rates paid on our securities sold under agreements to repurchase increased by 28 basis points due to a decrease in repurchase agreements with local government entities which have relatively shorter terms at lower interest rates. The remaining balance in our repurchase agreements consists mainly of those with private entities which have relatively longer terms at higher interest rates.
Average balances of our earning assets increased by $587.7 million or 4% in the first quarter of 2016 compared to the same period in 2015 primarily due to an increase in the average balances of our loans and leases. Average balances of our loans and leases portfolio increased by $887.0 million primarily due to higher average balances in our commercial mortgage, residential mortgage, and home equity portfolios. The average balance of our commercial mortgage portfolio increased by $239.7 million primarily due to increased demand from new and existing customers as the real estate market in Hawaii continued to improve. The average balance of our residential mortgage portfolio increased by $287.2 million primarily due to an increase in loan origination and refinance activity. The average balance of our home equity portfolio increased by $225.0 million as result of continued success in acquisition campaigns in the first quarter 2016 to drive new production and upfront line draws. Partially offsetting the increase in the average balances of our loans and leases portfolio was a $445.5 million decrease in the average balance of our total investment securities portfolio primarily due to the shift in the mix of our earning assets from investment securities to loans.
Average balances of our interest-bearing liabilities increased by $193.8 million or 2% in the first quarter of 2016 compared to the same period in 2015 primarily due to continued growth in our relationship checking and savings deposit products, partially offset by a decrease in our time deposits.
Provision for Credit Losses

The provision for 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 a negative provision of $2.0 million in the first quarter of 2016 compared to no provision in the same period in 2015. The negative provision was primarily due to the recovery of loans previously charged-off relating to one commercial client in Guam. Our decision to record a negative provision is 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").

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Table of Contents

Noninterest Income

Noninterest income increased by $3.9 million or 7% in the first quarter of 2016 compared to the same period in 2015.
Table 5 presents the components of noninterest income.
Noninterest Income
 
 
 
 
Table 5

 
Three Months Ended March 31,
(dollars in thousands)
2016

 
2015

 
Change

Trust and Asset Management
$
11,256

 
$
12,180

 
$
(924
)
Mortgage Banking
3,189

 
1,693

 
1,496

Service Charges on Deposit Accounts
8,443

 
8,537

 
(94
)
Fees, Exchange, and Other Service Charges
13,444

 
12,897

 
547

Investment Securities Gains, Net
11,180

 
10,231

 
949

Annuity and Insurance
1,901

 
2,044

 
(143
)
Bank-Owned Life Insurance
1,548

 
1,734

 
(186
)
Other Income
5,246

 
2,991

 
2,255

Total Noninterest Income
$
56,207

 
$
52,307

 
$
3,900


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 $8.7 billion and $10.3 billion as of March 31, 2016 and 2015, respectively.  Trust and asset management income decreased by $0.9 million or 8% in the first quarter of 2016 compared to the same period in 2015. This decrease was primarily due to a $0.4 million decrease in employee benefit trust fees and a $0.3 million decrease in agency fees primarily due to a decline in the number of customer accounts under administration.

Mortgage banking income is highly influenced by mortgage interest rates, the housing market, and the amount of saleable loans we sell from current production and our portfolio.  Mortgage banking income increased by $1.5 million or 88% in the first quarter of 2016 compared to the same period in 2015. This increase was primarily due to our decision to sell more conforming saleable loans from current production which generated gains on sales of residential mortgage loans.

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 $0.5 million or 4% in the first quarter of 2016 compared to the same period in 2015. This increase was primarily due to a $0.3 million increase in commissions and fees related to growth in our credit card business. In addition, other loan fees increased by $0.2 million.

Net gains on sales of investment securities totaled $11.2 million in the first quarter of 2016 compared to $10.2 million during the same period in 2015. The net gain in the first quarter of 2016 was due to an $11.2 million gain on the sale of 100,000 Visa Class B shares. The net gain in the first quarter of 2015 was primarily due to a $10.1 million gain on the sale of 95,000 Visa Class B shares. 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. Concurrent with the sale of these 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 188,714 Visa Class B shares (311,057 Class A equivalent shares) that we own are carried at a zero cost basis.

Bank-owned life insurance decreased by $0.2 million or 11% in the first quarter of 2016 compared to the same period in 2015 primarily due to a death benefit received in the first quarter of 2015.

Other noninterest income increased by $2.3 million or 75% in the first quarter of 2016 compared to the same period in 2015. This increase was primarily due to a $1.9 million net gain on sale of equipment leases. In addition, we recorded an additional $0.2 million of fee revenue from our investment advisory services product launched in September 2014.


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Table of Contents

Noninterest Expense

Noninterest expense increased by $0.5 million or 1% in the first quarter of 2016 compared to the same period in 2015.

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

 
Three Months Ended March 31,
(dollars in thousands)
2016

 
2015

 
Change

Salaries
$
29,141

 
$
27,914

 
$
1,227

Incentive Compensation
5,965

 
4,514

 
1,451

Share-Based Compensation
2,310

 
2,345

 
(35
)
Commission Expense
1,357

 
1,592

 
(235
)
Retirement and Other Benefits
4,954

 
4,731

 
223

Payroll Taxes
3,577

 
3,585

 
(8
)
Medical, Dental, and Life Insurance
2,892

 
3,184

 
(292
)
Separation Expense
318

 
1,915

 
(1,597
)
Total Salaries and Benefits
50,514


49,780


734

Net Occupancy
7,003

 
9,333

 
(2,330
)
Net Equipment
5,409

 
5,288

 
121

Data Processing
3,951

 
3,773

 
178

Professional Fees
2,639

 
2,334

 
305

FDIC Insurance
2,352

 
2,140

 
212

Other Expense:
 
 
 
 

Delivery and Postage Services
2,453

 
2,284

 
169

Mileage Program Travel
1,091

 
1,323

 
(232
)
Merchant Transaction and Card Processing Fees
1,144

 
1,144

 
—

Advertising
1,314

 
1,084

 
230

Amortization - Solar Energy Partnership Investments
632

 
385

 
247

Other
8,884

 
8,047

 
837

Total Other Expense
15,518

 
14,267

 
1,251

Total Noninterest Expense
$
87,386

 
$
86,915

 
$
471


Salaries and benefits expense increased by $0.7 million or 1% in the first quarter of 2016 compared to the same period in 2015. This increase was primarily due to a $1.5 million increase in incentive compensation. In addition, salaries expense increased by $1.2 million primarily due to merit increases and one additional paid working day in the current quarter. This increase was partially offset by a $1.6 million decrease in separation expense. In addition, medical, dental, and life insurance decreased by $0.3 million primarily due to lower medical claims in our self-insured plan.

Net occupancy expense decreased by $2.3 million or 25% in the first quarter of 2016 compared to the same period in 2015 primarily due to a $1.5 million gain on the sale of real estate property in Guam. In addition, building operating expense decreased by $0.4 million primarily due to insourcing of building engineering services beginning in the second quarter of 2015. Lower electricity rates also contributed to the decrease.

Professional fees increased by $0.3 million or 13% in the first quarter of 2016 compared to the same period in 2015 primarily due to an increase in services within our support units.

Other noninterest expense increased by $1.3 million or 9% in the first quarter of 2016 compared to the same period in 2015. This increase was primarily due to a $0.5 million increase in our reserve for unfunded commitments, a reflection of the growth in our commercial lending commitments. In addition, expenses increased for temporary employment services ($0.3 million) and advertising ($0.2 million). We also increased our investment in solar energy tax credit partnerships, which caused the related amortization expense to increase by $0.2 million. However, the federal and state tax benefits related to these partnership investments resulted in a net benefit to overall net income. The tax benefits are recorded as a reduction to income tax expense.

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Table of Contents

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)
 
2016

 
2015

Provision for Income Taxes
 
$
23,635

 
$
19,720

Effective Tax Rates
 
32.01
%
 
31.72
%

The provision for income taxes was $23.6 million in the first quarter of 2016, an increase of $3.9 million or 20% compared to the same period in 2015. The higher effective rate in the first quarter of 2016 was primarily due to higher pre-tax income compared to a fixed amount of tax credits.

Analysis of Statements of Condition

Investment Securities

The carrying value of our investment securities portfolio was $6.2 billion as of March 31, 2016, a decrease of $34.1 million or 1% compared to December 31, 2015. As of March 31, 2016, our investment securities portfolio was comprised of securities with an average base duration of approximately 2.9 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 2016, we continued to reduce our positions in mortgage-backed securities issued by Ginnie Mae. We re-invested these proceeds primarily into higher-yielding loan products. In addition, we increased our holdings in Small Business Administration securities and mortgage-backed securities issued by Fannie Mae and Freddie Mac. Ginnie Mae mortgage-backed securities continue to be our largest concentration in our portfolio. As of March 31, 2016, our portfolio of Ginnie Mae mortgage-backed securities was primarily comprised of securities issued in 2008 or later. As of March 31, 2016, these mortgage-backed securities were all AAA-rated, with a low probability of a change in their credit ratings in the near future. As of March 31, 2016, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 2.2 years.

Gross unrealized gains in our investment securities portfolio were $121.1 million as of March 31, 2016 and $84.9 million as of December 31, 2015.  Gross unrealized losses on our temporarily impaired investment securities were $16.3 million as of March 31, 2016 and $40.5 million as of December 31, 2015.  The gross unrealized loss positions were primarily related to mortgage-backed securities issued by Ginnie Mae. See Note 2 to the Consolidated Financial Statements for more information.

As of March 31, 2016, included in our investment securities portfolio were debt securities issued by political subdivisions within the State of Hawaii of $551.4 million, representing 57% 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. Approximately 76% of our Hawaii municipal bond holdings were general obligation issuances. As of March 31, 2016, 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.


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Table of Contents

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,
2016

 
December 31,
2015

Commercial
 

 
 

Commercial and Industrial
$
1,180,341

 
$
1,115,168

Commercial Mortgage
1,687,199

 
1,677,147

Construction
192,909

 
156,660

Lease Financing
195,804

 
204,877

Total Commercial
3,256,253

 
3,153,852

Consumer
 

 
 

Residential Mortgage
2,929,388

 
2,925,605

Home Equity
1,131,796

 
1,069,400

Automobile
399,825

 
381,735

Other 1
348,348

 
348,393

Total Consumer
4,809,357

 
4,725,133

Total Loans and Leases
$
8,065,610

 
$
7,878,985

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

Total loans and leases as of March 31, 2016 increased by $186.6 million or 2% from December 31, 2015 due to growth in both our commercial and consumer lending portfolios.

Commercial loans and leases as of March 31, 2016 increased by $102.4 million or 3% from December 31, 2015.  Commercial and industrial loans increased by $65.2 million or 6% from December 31, 2015 due to an increase in corporate demand for funding. Commercial mortgage loans increased by $10.1 million or 1% from December 31, 2015 primarily due to increased demand from new and existing customers as the real estate economy in Hawaii continued to improve. Construction loans increased by $36.2 million or 23% from December 31, 2015 primarily due to increased activity in construction projects such as condominiums and low-income housing. Lease financing decreased by $9.1 million or 4% from December 31, 2015 primarily due to paydowns.

Consumer loans and leases as of March 31, 2016 increased by $84.2 million or 2% from December 31, 2015.  Residential mortgage loans slightly increased by $3.8 million or less than 1% from December 31, 2015. Home equity loans increased by $62.4 million or 6% from December 31, 2015 as a result of continued successful campaigns during the first quarter of 2016 to drive new production and upfront line draws. In addition, we experienced steady line utilization during the first quarter of 2016. Automobile loans increased by $18.1 million or 5% from December 31, 2015 due to increase in customer demand combined with market share gains. Other consumer loans remained relatively unchanged from December 31, 2015.


54
Table of Contents

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, 2016
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,075,310

 
$
50,302

 
$
53,954

 
$
576

 
$
199

 
$
1,180,341

Commercial Mortgage
1,549,501

 
37,728

 
99,970

 
—

 
—

 
1,687,199

Construction
192,687

 
—

 
222

 
—

 
—

 
192,909

Lease Financing
42,854

 
147,565

 
1,690

 
—

 
3,695

 
195,804

Total Commercial
2,860,352

 
235,595

 
155,836

 
576

 
3,894

 
3,256,253

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
2,826,661

 
—

 
100,189

 
2,538

 
—

 
2,929,388

Home Equity
1,096,449

 
2,353

 
31,145

 
1,454

 
395

 
1,131,796

Automobile
314,332

 
45

 
80,937

 
4,511

 
—

 
399,825

Other 3
266,204

 
—

 
41,525

 
40,619

 
—

 
348,348

Total Consumer
4,503,646

 
2,398

 
253,796

 
49,122

 
395

 
4,809,357

Total Loans and Leases
$
7,363,998

 
$
237,993

 
$
409,632

 
$
49,698

 
$
4,289

 
$
8,065,610

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,007,987

 
$
43,794

 
$
62,555

 
$
612

 
$
220

 
$
1,115,168

Commercial Mortgage
1,539,462

 
36,038

 
101,647

 
—

 
—

 
1,677,147

Construction
156,660

 
—

 
—

 
—

 
—

 
156,660

Lease Financing
44,758

 
154,236

 
1,816

 
—

 
4,067

 
204,877

Total Commercial
2,748,867

 
234,068

 
166,018

 
612

 
4,287

 
3,153,852

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
2,821,299

 
—

 
101,672

 
2,634

 
—

 
2,925,605

Home Equity
1,033,920

 
2,562

 
31,383

 
1,535

 
—

 
1,069,400

Automobile
299,627

 
63

 
77,187

 
4,858

 
—

 
381,735

Other 3
265,694

 
—

 
40,936

 
41,761

 
2

 
348,393

Total Consumer
4,420,540

 
2,625

 
251,178

 
50,788

 
2

 
4,725,133

Total Loans and Leases
$
7,169,407

 
$
236,693

 
$
417,196

 
$
51,400

 
$
4,289

 
$
7,878,985

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 and leases classified as Foreign represent those which are recorded in the Company’s international business units.
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 $194.6 million or 3% from December 31, 2015, reflective of a healthy Hawaii economy.


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Other Assets

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

 
Table 10

(dollars in thousands)
March 31,
2016

 
December 31,
2015

Federal Home Loan Bank and Federal Reserve Bank Stock
$
37,958

 
$
38,836

Derivative Financial Instruments
16,221

 
13,967

Low-Income Housing and Other Equity Investments
76,001

 
79,033

Deferred Compensation Plan Assets
18,348

 
20,262

Prepaid Expenses
10,154

 
8,262

Accounts Receivable
15,570

 
12,539

Other
18,310

 
26,493

Total Other Assets
$
192,562

 
$
199,392


Other assets decreased by $6.8 million or 3% from December 31, 2015. This decrease was primarily due to the sale of six aircraft ($4.7 million carrying value as of December 31, 2015) that were previously on lease agreements. Also contributing to the decrease was $3.0 million of amortization of low-income housing and solar energy partnership investments.

Deposits

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

 
Table 11

(dollars in thousands)
March 31,
2016

 
December 31,
2015

Consumer
$
6,568,651

 
$
6,445,510

Commercial
5,678,987

 
5,502,739

Public and Other
1,241,254

 
1,302,854

Total Deposits
$
13,488,892

 
$
13,251,103


Total deposits were $13.5 billion as of March 31, 2016, an increase of $237.8 million or 2% from December 31, 2015. This increase was primarily due to a $176.2 million increase in commercial deposits, mainly reflecting core deposit growth. In addition, consumer deposits increased by $123.1 million primarily due to continued growth in our relationship savings deposit products. Partially offsetting these increases was a $61.6 million decrease in public and other deposits primarily resulting from a decline in demand and savings accounts.

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

 
Table 12

(dollars in thousands)
March 31,
2016

 
December 31,
2015

Money Market
$
1,867,922

 
$
1,794,742

Regular Savings
3,304,284

 
3,230,449

Total Savings Deposits
$
5,172,206

 
$
5,025,191



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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,
2016

 
December 31,
2015

Private Institutions
$
575,000

 
$
575,000

Government Entities
11,785

 
53,857

Total Securities Sold Under Agreements to Repurchase
$
586,785

 
$
628,857


Securities sold under agreements to repurchase as of March 31, 2016 decreased by $42.1 million or 7% from December 31, 2015. This decrease was due to two government entity repurchase agreements maturing during the current quarter. As of March 31, 2016, the weighted-average maturity was 151 days for our repurchase agreements with government entities and 3.3 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 1.6 years.  As of March 31, 2016, the weighted-average interest rate for outstanding agreements with government entities and private institutions was 0.15% and 4.22%, respectively, with all rates being fixed. Each of our repurchase agreements is accounted for as a collateralized financing arrangement (i.e., a secured borrowing) and not as a sale and subsequent repurchase of securities. 

Other Debt

Table 14 presents the composition of our other debt.
Other Debt
 
 
Table 14

(dollars in thousands)
March 31,
2016

 
December 31,
2015

Federal Home Loan Bank Advances
$
200,000

 
$
225,000

Non-Recourse Debt
9,938

 
9,938

Capital Lease Obligations
10,833

 
10,848

Total
$
220,771

 
$
245,786


Other debt was $220.8 million as of March 31, 2016, a decrease of $25.0 million or 10% from December 31, 2015. This decrease was primarily due to a $50.0 million FHLB advance that matured, partially offset by a new $25.0 million advance taken in the current quarter. As of March 31, 2016, our eight FHLB advances totaled $200.0 million with a weighted-average interest rate of 1.29% and maturity dates ranging from 2018 to 2019. These advances were primarily for asset/liability management purposes. As of March 31, 2016, our remaining unused line of credit with the FHLB was $1.2 billion.


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Table of Contents

Analysis of Business Segments

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

Table 15 summarizes net income from our business segments.  Additional information about segment performance is presented in Note 9 to the Consolidated Financial Statements.
Business Segment Net Income
 
 
Table 15

 
Three Months Ended
March 31,
(dollars in thousands)
2016

 
2015

Retail Banking
$
15,014

 
$
9,868

Commercial Banking
22,650

 
14,638

Investment Services
3,185

 
2,800

Total
40,849


27,306

Treasury and Other
9,361

 
15,136

Consolidated Total
$
50,210


$
42,442


Retail Banking

Net income increased by $5.1 million or 52% in the first quarter of 2016 compared to the same period in 2015 primarily due to increases in net interest income and noninterest income. This was partially offset by increases in the Provision and noninterest expense. The increase in net interest income was primarily due to higher average balances in both the lending and deposit portfolios as well as higher earnings credits on the segment's deposit portfolio. The increase in noninterest income was due to higher mortgage banking income primarily due to our decision to sell more conforming saleable loans from current production which generated gains on sales of residential mortgage loans, and higher commissions and fees income from growth in our credit card business. The increase in the Provision was primarily due to higher net charge-offs in our home equity portfolio. The increase in noninterest expense was primarily due to higher salaries and benefits expense and higher allocated expenses for marketing, data processing and information technology.

Commercial Banking

Net income increased by $8.0 million or 55% in the first quarter of 2016 compared to the same period in 2015 primarily due to increases in both net interest income and noninterest income, and decreases in the Provision and noninterest expense. The increase in net interest income was primarily due to an additional $1.3 million of interest income due to the full recovery of non-performing commercial and industrial loans related to one client in Guam, higher volume in both the lending and deposit portfolios, and partially due to higher earnings credits on the segment’s deposit portfolio. The increase in noninterest income was primarily due to higher net gains on sale of equipment leases. The decrease in the Provision was primarily due to the aforementioned full recovery of previously charged-off loans. The decrease in noninterest expense was primarily due to lower allocated expenses attributed to the segment’s share of the real estate property sold in Guam.

Investment Services

Net income increased by $0.4 million or 14% in the first quarter of 2016 compared to the same period in 2015 primarily due to increases in net interest income, partially offset by a decrease in noninterest income and an increase in noninterest expense. The increase in net interest income was primarily due to higher volume resulting from the transfer of loans and deposits from the Retail Banking segment, and to higher earnings credits on the segment’s deposit portfolio. The decrease in noninterest income was primarily due to lower trust and asset management market values and lower fees related to the transition of various services provided to some institutional 401k plans. The increase in noninterest expense was primarily due to higher salaries and allocated expenses.

Treasury and Other

Net income decreased by $5.8 million or 38% in the first quarter of 2016 compared to the same period in 2015 primarily due to a decrease in net interest income and an increase in the Provision, partially offset by decreases in noninterest expense and provision for income taxes. The decrease in net interest income was primarily due to higher deposit funding costs and lower interest income from the investment securities portfolio resulting from a reduction in volume and lower associated yields, partially offset by an increase in funding income related to lending activities. The Provision in this business segment represents

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Table of Contents

the residual provision for credit losses to arrive at the total Provision for the Company. The negative provision recorded by the Company in 2016 was primarily due to the aforementioned full recovery of previously charged-off loans. Noninterest expenses decreased due to lower separation expenses. The provision for income taxes in this business segment represents the residual amount to arrive at the total tax expense for the Company. The overall effective income tax rate increased to 32.01% in the first quarter of 2016 as compared to 31.72% in the same period in 2015.

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, 2016, our overall credit risk profile reflects a healthy Hawaii economy as our levels of non-performing assets and credit losses remain well controlled. The underlying risk profile of our lending portfolio continued to remain strong during the first three months of 2016.

We actively manage exposures with deteriorating asset quality to reduce levels of potential loss exposure and closely monitor our reserves and capital to address both anticipated and unforeseen issues.  Risk management activities include detailed analysis of portfolio segments and stress tests of certain segments to ensure that reserve and capital levels are appropriate.  We perform frequent loan and lease-level risk monitoring and risk rating reviews, which provide opportunities for early interventions to allow for credit exits or restructuring, loan and lease sales, and voluntary workouts and liquidations.


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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,
2016

 
December 31,
2015

Non-Performing Assets
 

 
 

Non-Accrual Loans and Leases
 

 
 

Commercial
 

 
 

Commercial and Industrial
$
666

 
$
5,829

Commercial Mortgage
3,401

 
3,469

Total Commercial
4,067

 
9,298

Consumer
 
 
 
Residential Mortgage
13,719

 
14,598

Home Equity
2,501

 
4,081

Total Consumer
16,220

 
18,679

Total Non-Accrual Loans and Leases
20,287

 
27,977

Foreclosed Real Estate
1,728

 
824

Total Non-Performing Assets
$
22,015

 
$
28,801

 
 
 
 
Accruing Loans and Leases Past Due 90 Days or More
 
 
 
Consumer
 
 
 
Residential Mortgage
$
4,219

 
$
4,453

Home Equity
2,096

 
1,710

Automobile
524

 
315

Other 1
1,099

 
1,096

Total Consumer
7,938

 
7,574

Total Accruing Loans and Leases Past Due 90 Days or More
$
7,938

 
$
7,574

Restructured Loans on Accrual Status and Not Past Due 90 Days or More
$
50,707

 
$
49,430

Total Loans and Leases
$
8,065,610

 
$
7,878,985

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases
0.25
%
 
0.36
%
Ratio of Non-Performing Assets to Total Loans and Leases and Foreclosed Real Estate
0.27
%
 
0.37
%
Ratio of Commercial Non-Performing Assets to Total Commercial Loans and Leases
   and Commercial Foreclosed Real Estate
0.12
%
 
0.29
%
Ratio of Consumer Non-Performing Assets to Total Consumer Loans and Leases
   and Consumer Foreclosed Real Estate
0.37
%
 
0.41
%
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
0.37
%
 
0.46
%
Changes in Non-Performing Assets
 

 
 

Balance as of December 31, 2015
$
28,801

 
 

Additions
4,002

 
 

Reductions
 
 
 

Payments
(6,012
)
 
 

Return to Accrual Status
(4,272
)
 
 

Sales of Foreclosed Real Estate
(248
)
 
 

Charge-offs/Write-downs
(256
)
 
 

Total Reductions
(10,788
)
 
 

Balance as of March 31, 2016
$
22,015

 
 

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

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Table of Contents

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 $22.0 million as of March 31, 2016, a decrease of $6.8 million or 24% from December 31, 2015.  The decrease was primarily due to three commercial loan payoffs. The ratio of our NPAs to total loans and leases and foreclosed real estate was 0.27% as of March 31, 2016 and 0.37% as of December 31, 2015.

Commercial and industrial non-accrual loans decreased by $5.2 million or 89% from December 31, 2015 due to payoffs. In particular, one loan with a carrying value of $4.3 million as of December 31, 2015 was paid off during the current quarter. As of March 31, 2016, five commercial borrowers comprised the non-accrual balance in this category.  We have individually evaluated these five loans for impairment and have recorded partial charge-offs totaling $1.8 million on one of these loans.

Commercial mortgage non-accrual loans decreased by $0.1 million or 2% from December 31, 2015. The decrease was primarily due to paydowns on two loans. We have individually evaluated the remaining commercial mortgage non-accrual loans for impairment and have recorded partial charge-offs totaling $3.5 million on one loan.

The largest component of our NPAs continues to be residential mortgage loans. Residential mortgage non-accrual loans decreased by $0.9 million or 6% from December 31, 2015.  Residential mortgage non-accrual loans remain at elevated levels due mainly to the lengthy judiciary foreclosure process as well as residential mortgage loan modifications the Bank entered into to assist borrowers wishing to remain in their residences despite having financial challenges.  As of March 31, 2016, our residential mortgage non-accrual loans were comprised of 37 loans with a weighted average current LTV ratio of 65%.

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 $0.9 million or 110% from December 31, 2015 due to the addition of one property.

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 $7.9 million as of March 31, 2016, a $0.4 million or 5% increase from December 31, 2015.

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 $62.0 million as of March 31, 2016 and $66.7 million as of December 31, 2015, and had a related Allowance of $3.6 million as of March 31, 2016, and December 31, 2015.  As of March 31, 2016, we have recorded cumulative charge-offs of $16.0 million related to our total impaired loans.  Our impaired loans are considered in management's assessment of the overall adequacy of the Allowance.


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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,
2016

 
December 31,
2015

Commercial
 
 
 
Commercial and Industrial
$
10,755

 
$
14,860

Commercial Mortgage
9,476

 
9,827

Construction
1,581

 
1,604

Total Commercial
21,812

 
26,291

Consumer
 
 
 
Residential Mortgage
28,231

 
28,981

Home Equity
1,516

 
1,089

Automobile
7,384

 
7,012

Other 1
1,897

 
1,665

Total Consumer
39,028

 
38,747

Total
$
60,840

 
$
65,038

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

Loans modified in a TDR decreased by $4.2 million or 6% from December 31, 2015. This decrease was primarily due to the aforementioned loan payoff of one commercial and industrial loan with a carrying value of $4.3 million as of December 31, 2015. Residential mortgage loans remain our largest TDR loan class.

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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)
2016

 
2015

 
2015

Balance at Beginning of Period
$
108,952

 
$
110,110

 
$
114,575

Loans and Leases Charged-Off
 
 
 
 
 
Commercial
 
 
 
 
 
Commercial and Industrial
(257
)
 
(304
)
 
(235
)
Consumer
 
 
 
 
 
Residential Mortgage
(205
)
 
—

 
(559
)
Home Equity
(643
)
 
(269
)
 
(216
)
Automobile
(1,560
)
 
(1,719
)
 
(1,428
)
Other 1
(2,222
)
 
(2,170
)
 
(1,650
)
Total Loans and Leases Charged-Off
(4,887
)
 
(4,462
)
 
(4,088
)
Recoveries on Loans and Leases Previously Charged-Off
 

 
 
 
 

Commercial
 

 
 
 
 

Commercial and Industrial
6,867

 
420

 
646

Commercial Mortgage
14

 
18

 
14

Construction
23

 
8

 
8

Lease Financing
1

 
1

 
68

Consumer
 
 
 
 
 
Residential Mortgage
201

 
577

 
342

Home Equity
513

 
349

 
881

Automobile
592

 
519

 
494

Other 1
473

 
412

 
408

Total Recoveries on Loans and Leases Previously Charged-Off
8,684

 
2,304

 
2,861

Net Loans and Leases Recovered (Charged-Off)
3,797

 
(2,158
)
 
(1,227
)
Provision for Credit Losses
(2,000
)
 
1,000

 
—

Provision for Unfunded Commitments
500

 
—

 
—

Balance at End of Period 2
$
111,249

 
$
108,952

 
$
113,348

 
 
 
 
 
 
Components
 

 
 
 
 

Allowance for Loan and Lease Losses
$
104,677

 
$
102,880

 
$
107,461

Reserve for Unfunded Commitments
6,572

 
6,072

 
5,887

Total Reserve for Credit Losses
$
111,249

 
$
108,952

 
$
113,348

 
 
 
 
 
 
Average Loans and Leases Outstanding
$
7,940,097

 
$
7,785,346

 
$
7,053,061

 
 
 
 
 
 
Ratio of Net Loans and Leases Charged-Off (Recovered) to
   Average Loans and Leases Outstanding (annualized)
(0.19
)%
 
0.11
%
 
0.07
%
Ratio of Allowance for Loan and Lease Losses to
   Loans and Leases Outstanding
1.30
 %
 
1.31
%
 
1.50
%
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.


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Table of Contents

Allowance for Loan and Lease Losses

As of March 31, 2016, the Allowance was $104.7 million or 1.30% of total loans and leases outstanding, compared with an Allowance of $102.9 million or 1.31% of total loans and leases outstanding as of December 31, 2015.  The marginal decrease in the ratio of Allowance to loans and leases outstanding was commensurate with the Company's strong growth, credit risk profile and a healthy Hawaii economy.

Net recoveries on loans and leases were $3.8 million or 0.19% of total average loans and leases, on an annualized basis, in the first quarter of 2016 compared to net charge-offs of $1.2 million or 0.07% of total average loans and leases, on an annualized basis, in the first quarter of 2015. All of our commercial portfolios were in net recovery positions in the first three months of 2016. Net recoveries in our commercial portfolios were $6.6 million for the first three months of 2016 compared to $0.5 million for the same period in 2015. Net recoveries in the first three months of 2016 were primarily due to the recovery of one commercial and industrial loan. Net charge-offs in our consumer portfolios were $2.9 million for the first three months of 2016 compared to $1.7 million for the same period in 2015. The higher net charge-offs during the first three months of 2016 were primarily in our home equity and other consumer loans 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, 2016, 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 $6.6 million as of March 31, 2016, an increase of $0.5 million from December 31, 2015. This increase primarily reflects the growth in our commercial lending commitments. The process used to determine the Unfunded Reserve is consistent with the process for determining the Allowance, as adjusted for estimated funding probabilities.


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Table of Contents

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.

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.

Our use of derivative financial instruments, as detailed in Note 11 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. 


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Table of Contents

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, 2016 and December 31, 2015, 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, 2016, net interest income is expected to increase as interest rates rise. This is due in part to our strategy to maintain a relatively short investment portfolio duration. In addition, rising interest rates would drive higher rates on loans and investment securities, as well as induce a slower pace of premium amortization on certain securities within our investment portfolio. However, lower interest rates would likely cause a decline in net interest income as lower rates would lead to lower yields on loans and investment securities, as well as drive higher premium amortization on existing investment securities. Since deposit costs are already at low levels, lower interest rates are unlikely to significantly impact our funding costs. Based on our net interest income simulation as of March 31, 2016, net interest income sensitivity to changes in interest rates for the twelve months subsequent to March 31, 2016 was more sensitive compared to the sensitivity profile for the twelve months subsequent to December 31, 2015. The increase in sensitivity was due to the impact of a lower interest rate environment on our residential mortgage assets as well as changes in our balance sheet mix, including increases in floating rate securities, and overall loan and core deposit growth. Also contributing to the sensitivity increase was lengthening the tenor of our liabilities, including public funds and term debt.

Net Interest Income Sensitivity Profile
 
 
 
Table 19

 
Impact on Future Annual Net Interest Income
(dollars in thousands)
March 31, 2016
 
December 31, 2015
Gradual Change in Interest Rates (basis points)
 
 
 
 
 
 
 

+200
$
14,914

 
3.7
 %
 
$
11,217

 
2.7
 %
+100
7,287

 
1.8

 
5,095

 
1.2

-100
(9,630
)
 
(2.4
)
 
(7,132
)
 
(1.7
)
 
 
 
 
 
 
 
 
Immediate Change in Interest Rates (basis points)
 
 
 
 
 
 
 
+200
$
40,828

 
10.2
 %
 
$
28,194

 
6.9
 %
+100
20,018

 
5.0

 
12,840

 
3.1

-100
(28,093
)
 
(7.0
)
 
(20,437
)
 
(5.0
)

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.

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 balance changes, liability issuances and settlements, and off-balance sheet funding commitments.  We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity.  Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions.  The 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 access to immediate liquid resources in the form of cash which is primarily on deposit with the FRB. Potential sources of liquidity also include investment

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securities in our available-for-sale securities portfolio, our ability to sell loans in the secondary market, and to secure borrowings from the FRB and FHLB.  Our held-to-maturity securities, while not intended for sale, may also be utilized in repurchase agreements to obtain funding. Our core 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 or equity.

Maturities and payments on outstanding loans also provide a steady flow of funds. Additionally, as of March 31, 2016, investment securities with a carrying value of $55.8 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, 2016, we could have borrowed an additional $1.2 billion from the FHLB and an additional $585.6 million from the FRB based on the amount of collateral pledged.

We continued our focus on maintaining a strong liquidity position throughout the first three months of 2016.  As of March 31, 2016, cash and cash equivalents were $794.7 million, the carrying value of our available-for-sale investment securities was $2.3 billion, and total deposits were $13.5 billion.  As of March 31, 2016, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 2.2 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 Parent and the Bank are each subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements could cause certain mandatory and discretionary actions by regulators that, if undertaken, would likely 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 intended to ensure capital adequacy.  As of March 31, 2016, 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, 2016 that management believes have changed either the Company’s or the Bank’s capital classifications.

As of March 31, 2016, shareholders' equity was $1.1 billion, an increase of $22.5 million or 2% from December 31, 2015. For the first three months of 2016, net income of $50.2 million, common stock issuances of $2.8 million, shared-based compensation of $1.6 million, and other comprehensive income of $8.8 million were partially offset by cash dividends paid of $19.5 million, and common stock repurchased of $21.5 million. In the first three months of 2016, included in the amount of common stock repurchased were 297,000 shares repurchased under our share repurchase program. These shares were repurchased at an average cost per share of $62.92 and a total cost of $18.7 million. From the beginning of our share repurchase program in July 2001 through March 31, 2016, we repurchased a total of 53.1 million shares of common stock and returned a total of $1.99 billion to our shareholders at an average cost of $37.50 per share. In March 2016, the Parent’s Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million. This authorization, combined with the previously announced authorizations of $1.995 billion, brings the total repurchase authority to $2.095 billion. As of March 31, 2016, remaining buyback authority under our share repurchase program was $104.3 million. From April 1, 2016 through April 19, 2016, the Parent repurchased an additional 42,000 shares of common stock at an average cost of $67.38 per share for a total of $2.8 million.  Remaining buyback authority under our share repurchase program was $101.5 million as of April 19, 2016.  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 2016, the Parent’s Board of Directors declared a quarterly cash dividend of $0.48 per share on the Parent’s outstanding shares, an increase of $0.03 per share from the $0.45 per share dividend declared in the prior quarter.  The dividend will be payable on June 14, 2016 to shareholders of record at the close of business on May 31, 2016.

The final rules implementing the Basel Committee on Banking Supervision's (“BCBS”) capital guidelines for U.S. banks became effective 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, to be fully phased-in by January 1, 2019. As of March 31, 2016, the Company's capital levels remained characterized as "well-capitalized" under the new rules. See the “Regulatory Initiatives Affecting the Banking Industry" section below for further discussion on Basel III.


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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, 2016 and December 31, 2015.
Regulatory Capital and Ratios
 
 
Table 20
(dollars in thousands)
March 31,
2016

 
December 31,
2015

 
Regulatory Capital
 
 
 
 
Shareholders’ Equity
$
1,138,753

 
$
1,116,260

 
Less:
Goodwill 1
27,416

 
27,416

 
 
Postretirement Benefit Liability Adjustments
(28,720
)
 
(28,860
)
 
 
Net Unrealized Gains (Losses) on Investment Securities 2
13,998

 
5,304

 
 
Other
(198
)
 
(198
)
 
Common Equity Tier 1 Capital
1,126,257

 
1,112,598

 
 
 
 
 
 
Tier 1 Capital
1,126,257

 
1,112,598

 
Allowable Reserve for Credit Losses
101,745

 
99,647

 
Total Regulatory Capital
$
1,228,002

 
$
1,212,245

 
 
 
 
 
 
Risk-Weighted Assets
$
8,130,093

 
$
7,962,484

 
 
 
 
 
 
Key Regulatory Capital Ratios
 

 
 

 
Common Equity Tier 1 Capital Ratio
13.85

%
13.97

%
Tier 1 Capital Ratio
13.85

 
13.97

 
Total Capital Ratio
15.10

 
15.22

 
Tier 1 Leverage Ratio
7.25

 
7.26

 
1 Calculated net of deferred tax liabilities.
2 Includes unrealized gains and losses related to the Company's reclassification of available-for-sale investment securities to the held-to-maturity category.



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Regulatory Initiatives Affecting the Banking Industry

Basel III

The FRB and the FDIC 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 increased 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 minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This capital conservation buffer was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and will increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. The final rules also revised the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets.

The phase-in period for the final rules became effective for the Company on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of March 31, 2016, the Company's capital levels remained characterized as "well-capitalized" under the new rules.

Management continues to monitor regulatory developments and their potential impact to the Company's liquidity requirements.

Stress Testing

The Dodd-Frank Act requires federal banking agencies to issue regulations that require banks with total consolidated assets of more than $10.0 billion to conduct and publish company-run 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.  These rules set forth the timing and type of stress test activities, as well as rules governing controls, oversight and disclosure.

In March 2014, the FRB, OCC, and FDIC issued final supervisory guidance for these stress tests. This joint final supervisory 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.

We submitted our latest stress testing results to the FRB on March 31, 2015.  On June 26, 2015, we made our first stress test-related public disclosure (posted on our website). In 2016, the Company will submit its stress testing results to the FRB by the required due date in July and will disclose the results to the public in October.

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.


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We continuously strive to strengthen our system of internal controls to improve the oversight of operational risk.  While our 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 and solar energy 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, 2015.


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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, 2016.  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, 2016.

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, 2016 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.


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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, 2015.

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

The Parent’s repurchases of its common stock during the first quarter of 2016 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, 2016
126,692

 
$
59.00

 
88,000

 
 
$
17,866,653

February 1 - 29, 2016
104,963

 
61.68

 
101,500

 
 
11,604,695

March 1 - 31, 2016
111,078

 
67.61

 
107,500

 
 
104,332,974

Total
342,733

 
$
62.61

 
297,000

 
 
 
1 
During the first quarter of 2016, 45,733 shares were purchased from employees and/or directors in connection with stock swaps, income tax withholdings related to the vesting of restricted stock, and shares purchased for a deferred compensation plan.  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.  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.


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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
April 25, 2016
 
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


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Table of Contents

Exhibit Index
Exhibit Number
 
 
 
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
 
 
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
 
 
32
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


74
Exhibit


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 25, 2016
/s/ Peter S. Ho
 
 
Peter S. Ho
 
 
Chairman of the Board,
 
 
Chief Executive Officer, and
 
 
President



Exhibit


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 25, 2016
/s/ Kent T. Lucien
 
 
Kent T. Lucien
 
 
Chief Financial Officer



Exhibit


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, 2016 (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 the Company.
Date:
April 25, 2016
/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.