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EX-32 - EXHIBIT 32 - BANK OF HAWAII CORPboh_20170630xex32.htm
EX-31.2 - EXHIBIT 31.2 - BANK OF HAWAII CORPboh_20170630xex312.htm
EX-31.1 - EXHIBIT 31.1 - BANK OF HAWAII CORPboh_20170630xex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
x          Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period
    ended June 30, 2017
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 x 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 x  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 x
 
As of July 18, 2017, there were 42,623,928 shares of common stock outstanding.



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

1


Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(dollars in thousands, except per share amounts)
2017

 
2016

 
2017

 
2016

Interest Income
 

 
 

 
 

 
 

Interest and Fees on Loans and Leases
$
90,909

 
$
82,323

 
$
178,846

 
$
163,218

Income on Investment Securities
 
 
 
 
 
 
 
Available-for-Sale
11,835

 
10,521

 
22,919

 
21,335

Held-to-Maturity
19,918

 
20,168

 
39,624

 
40,559

Deposits
2

 
2

 
7

 
6

Funds Sold
696

 
618

 
1,586

 
1,371

Other
208

 
153

 
438

 
365

Total Interest Income
123,568

 
113,785

 
243,420

 
226,854

Interest Expense
 

 
 

 
 

 
 

Deposits
4,998

 
3,081

 
8,689

 
5,967

Securities Sold Under Agreements to Repurchase
5,079

 
6,134

 
10,264

 
12,287

Funds Purchased
39

 
3

 
42

 
6

Short-Term Borrowings
64

 

 
64

 

Other Debt
1,109

 
1,017

 
2,210

 
2,020

Total Interest Expense
11,289

 
10,235

 
21,269

 
20,280

Net Interest Income
112,279

 
103,550

 
222,151

 
206,574

Provision for Credit Losses
4,250

 
1,000

 
8,650

 
(1,000
)
Net Interest Income After Provision for Credit Losses
108,029

 
102,550

 
213,501

 
207,574

Noninterest Income
 

 
 

 
 

 
 

Trust and Asset Management
11,796

 
12,707

 
23,275

 
23,963

Mortgage Banking
3,819

 
4,088

 
7,119

 
7,277

Service Charges on Deposit Accounts
8,009

 
8,150

 
16,334

 
16,593

Fees, Exchange, and Other Service Charges
13,965

 
13,978

 
27,297

 
27,422

Investment Securities Gains (Losses), Net
(520
)
 
(312
)
 
11,613

 
10,868

Annuity and Insurance
2,161

 
2,006

 
4,156

 
3,907

Bank-Owned Life Insurance
1,550

 
1,551

 
3,047

 
3,099

Other
4,456

 
4,351

 
8,311

 
9,597

Total Noninterest Income
45,236

 
46,519

 
101,152

 
102,726

Noninterest Expense
 

 
 

 
 

 
 

Salaries and Benefits
50,113

 
50,289

 
101,715

 
100,803

Net Occupancy
8,131

 
7,158

 
16,299

 
14,161

Net Equipment
5,706

 
5,065

 
11,207

 
10,474

Data Processing
3,881

 
3,972

 
7,291

 
7,923

Professional Fees
2,592

 
2,047

 
5,371

 
4,686

FDIC Insurance
2,097

 
2,144

 
4,306

 
4,496

Other
15,669

 
15,396

 
30,568

 
30,914

Total Noninterest Expense
88,189

 
86,071

 
176,757

 
173,457

Income Before Provision for Income Taxes
65,076

 
62,998

 
137,896

 
136,843

Provision for Income Taxes
20,414

 
18,753

 
42,058

 
42,388

Net Income
$
44,662

 
$
44,245

 
$
95,838

 
$
94,455

Basic Earnings Per Share
$
1.05

 
$
1.04

 
$
2.26

 
$
2.21

Diluted Earnings Per Share
$
1.05

 
$
1.03

 
$
2.24

 
$
2.19

Dividends Declared Per Share
$
0.50

 
$
0.48

 
$
1.00

 
$
0.93

Basic Weighted Average Shares
42,353,976

 
42,729,731

 
42,379,730

 
42,825,369

Diluted Weighted Average Shares
42,658,885

 
42,942,960

 
42,704,010

 
43,033,199

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

2


Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
(dollars in thousands)
 
2017

 
2016

 
2017

 
2016

Net Income
 
$
44,662

 
$
44,245

 
$
95,838

 
$
94,455

Other Comprehensive Income, Net of Tax:
 
 

 
 

 
 

 
 

Net Unrealized Gains on Investment Securities
 
3,106

 
5,157

 
8,000

 
13,851

Defined Benefit Plans
 
147

 
141

 
293

 
282

Total Other Comprehensive Income
 
3,253

 
5,298

 
8,293

 
14,133

Comprehensive Income
 
$
47,915

 
$
49,543

 
$
104,131

 
$
108,588

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

3


Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Condition (Unaudited)
(dollars in thousands)
June 30,
2017

 
December 31,
2016

Assets
 

 
 

Interest-Bearing Deposits in Other Banks
$
3,913

 
$
3,187

Funds Sold
742,221

 
707,343

Investment Securities
 

 
 

Available-for-Sale
2,316,728

 
2,186,041

Held-to-Maturity (Fair Value of $3,785,641 and $3,827,527)
3,782,702

 
3,832,997

Loans Held for Sale
20,354

 
62,499

Loans and Leases
9,387,613

 
8,949,785

Allowance for Loan and Lease Losses
(106,353
)
 
(104,273
)
Net Loans and Leases
9,281,260

 
8,845,512

Total Earning Assets
16,147,178

 
15,637,579

Cash and Due From Banks
128,093

 
169,077

Premises and Equipment, Net
119,569

 
113,505

Accrued Interest Receivable
46,595

 
46,444

Foreclosed Real Estate
1,991

 
1,686

Mortgage Servicing Rights
24,471

 
23,663

Goodwill
31,517

 
31,517

Bank-Owned Life Insurance
277,235

 
274,188

Other Assets
204,643

 
194,708

Total Assets
$
16,981,292

 
$
16,492,367

 
 
 
 
Liabilities
 

 
 

Deposits
 

 
 

Noninterest-Bearing Demand
$
4,706,962

 
$
4,772,727

Interest-Bearing Demand
3,029,549

 
2,934,107

Savings
5,364,191

 
5,395,699

Time
1,683,947

 
1,217,707

Total Deposits
14,784,649

 
14,320,240

Funds Purchased

 
9,616

Securities Sold Under Agreements to Repurchase
505,292

 
523,378

Other Debt
267,904

 
267,938

Retirement Benefits Payable
48,346

 
48,451

Accrued Interest Payable
5,105

 
5,334

Taxes Payable and Deferred Taxes
31,444

 
21,674

Other Liabilities
124,795

 
134,199

Total Liabilities
15,767,535

 
15,330,830

Shareholders’ Equity
 

 
 

Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: June 30, 2017 - 57,972,647 / 42,655,954
and December 31, 2016 - 57,856,672 / 42,635,978)
576

 
576

Capital Surplus
556,409

 
551,628

Accumulated Other Comprehensive Loss
(25,613
)
 
(33,906
)
Retained Earnings
1,468,328

 
1,415,440

Treasury Stock, at Cost (Shares: June 30, 2017 - 15,316,693
and December 31, 2016 - 15,220,694)
(785,943
)
 
(772,201
)
Total Shareholders’ Equity
1,213,757

 
1,161,537

Total Liabilities and Shareholders’ Equity
$
16,981,292

 
$
16,492,367

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

4


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

 
Common Stock

 
Capital
Surplus

 
Accum.
Other
Compre-
hensive
Income
(Loss)

 
Retained Earnings

 
Treasury Stock

 
Total

Balance as of December 31, 2016
42,635,978

 
$
576

 
$
551,628

 
$
(33,906
)
 
$
1,415,440

 
$
(772,201
)
 
$
1,161,537

Net Income

 

 

 

 
95,838

 

 
95,838

Other Comprehensive Income

 

 

 
8,293

 

 

 
8,293

Share-Based Compensation

 

 
3,726

 

 

 

 
3,726

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
275,605

 

 
1,055

 

 
(162
)
 
7,545

 
8,438

Common Stock Repurchased
(255,629
)
 

 

 

 

 
(21,287
)
 
(21,287
)
Cash Dividends Declared ($1.00 per share)

 

 

 

 
(42,788
)
 

 
(42,788
)
Balance as of June 30, 2017
42,655,954

 
$
576

 
$
556,409

 
$
(25,613
)
 
$
1,468,328

 
$
(785,943
)
 
$
1,213,757

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2015
43,282,153

 
$
575

 
$
542,041

 
$
(23,557
)
 
$
1,316,260

 
$
(719,059
)
 
$
1,116,260

Net Income

 

 

 

 
94,455

 

 
94,455

Other Comprehensive Income

 

 

 
14,133

 

 

 
14,133

Share-Based Compensation

 

 
3,314

 

 

 

 
3,314

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
201,445

 
1

 
1,573

 

 
(277
)
 
4,900

 
6,197

Common Stock Repurchased
(567,435
)
 

 

 

 

 
(37,010
)
 
(37,010
)
Cash Dividends Declared ($0.93 per share)

 

 

 

 
(40,130
)
 

 
(40,130
)
Balance as of June 30, 2016
42,916,163

 
$
576

 
$
546,928

 
$
(9,424
)
 
$
1,370,308

 
$
(751,169
)
 
$
1,157,219

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

5


Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
Six Months Ended
 
June 30,
(dollars in thousands)
2017

 
2016

Operating Activities
 

 
 

Net Income
$
95,838

 
$
94,455

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

 
 

Provision for Credit Losses
8,650

 
(1,000
)
Depreciation and Amortization
6,565

 
6,596

Amortization of Deferred Loan and Lease Fees
(535
)
 
(773
)
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
20,027

 
22,277

Share-Based Compensation
3,726

 
3,314

Benefit Plan Contributions
(741
)
 
(655
)
Deferred Income Taxes
3,635

 
(5,354
)
Net Gains on Sales of Loans and Leases
(3,971
)
 
(4,095
)
Net Gains on Sales of Investment Securities
(11,613
)
 
(10,868
)
Proceeds from Sales of Loans Held for Sale
146,478

 
67,983

Originations of Loans Held for Sale
(150,414
)
 
(84,660
)
Net Tax Benefits from Share-Based Compensation
2,077

 

Excess Tax Benefits from Share-Based Compensation

 
(884
)
Net Change in Other Assets and Other Liabilities
(21,803
)
 
(11,956
)
Net Cash Provided by Operating Activities
97,919

 
74,380

 
 
 
 
Investing Activities
 

 
 

Investment Securities Available-for-Sale:
 

 
 

Proceeds from Prepayments and Maturities
191,564

 
166,334

Proceeds from Sales
11,613

 
11,094

Purchases
(320,170
)
 
(197,696
)
Investment Securities Held-to-Maturity:
 

 
 

Proceeds from Prepayments and Maturities
406,904

 
352,035

Purchases
(365,498
)
 
(178,347
)
Net Change in Loans and Leases
(508,529
)
 
(548,977
)
Proceeds from Sales of Loans
112,357

 
19,055

Premises and Equipment, Net
(12,629
)
 
(5,229
)
Net Cash Used in Investing Activities
(484,388
)
 
(381,731
)
 
 
 
 
Financing Activities
 

 
 

Net Change in Deposits
464,409

 
392,704

Net Change in Short-Term Borrowings
(27,702
)
 
(42,072
)
Proceeds from Long-Term Debt

 
75,000

Repayments of Long-Term Debt

 
(50,000
)
Excess Tax Benefits from Share-Based Compensation

 
884

Proceeds from Issuance of Common Stock
8,457

 
5,304

Repurchase of Common Stock
(21,287
)
 
(37,010
)
Cash Dividends Paid
(42,788
)
 
(40,130
)
Net Cash Provided by Financing Activities
381,089

 
304,680

 
 
 
 
Net Change in Cash and Cash Equivalents
(5,380
)
 
(2,671
)
Cash and Cash Equivalents at Beginning of Period
879,607

 
755,721

Cash and Cash Equivalents at End of Period
$
874,227

 
$
753,050

Supplemental Information
 

 
 

Cash Paid for Interest
$
21,498

 
$
19,469

Cash Paid for Income Taxes
32,058

 
42,229

Non-Cash Investing Activities:
 

 
 

Transfer from Loans to Foreclosed Real Estate
2,207

 
1,040

Transfers from Loans to Loans Held for Sale
62,727

 
101,282

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

6


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

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii.  Bank of Hawaii Corporation and its subsidiaries (collectively, the “Company”) provide a broad range of financial products and services to customers in Hawaii, Guam, and other Pacific Islands.  The accompanying consolidated financial statements include the accounts of the Parent and its subsidiaries. The Parent’s principal operating subsidiary is Bank of Hawaii (the “Bank”). 

The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period information has been reclassified to conform to the current period presentation. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the full fiscal year or for any future period.

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

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 lower-income households. 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 $18.1 million and $16.2 million as of June 30, 2017 and December 31, 2016, respectively. These unfunded commitments are unconditional and legally binding and are

7


recorded in other liabilities in the consolidated statements of condition. See Note 5 Affordable Housing Projects Tax Credit Partnerships for more information.

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 six 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 $77.5 million and $78.9 million as of June 30, 2017 and December 31, 2016, respectively, and is included in other assets in the consolidated statements of condition.

Correction of an Immaterial Error to the Financial Statements

The Company determined during the fourth quarter of 2016 the proceeds from the sale of residential mortgage loans transferred from portfolio to held for sale were incorrectly reported on the consolidated statements of cash flows. The consolidated statement of cash flows for the six months ended June 30, 2016 was adjusted to decrease the originations of loans held for sale by $97.3 million, decrease the proceeds from sales of loans held for sale by $19.1 million, and decrease the net change in other assets and other liabilities by $0.1 million. The net result was a $78.1 million increase to the net cash provided by operating activities. In addition, the net change in loans and leases was increased by $97.2 million, and a new line item, proceeds from sales of loans, was inserted for $19.1 million, resulting in a $78.1 million increase to net cash used in investing activities. Lastly, listed in the Supplemental Information section as a non-cash investing activity, transfers from loans to loans held for sale was decreased by $2.3 million. These corrections did not impact the consolidated statements of income or the consolidated statements of condition. The Company evaluated the effect of the incorrect presentation of the consolidated statements of cash flows, both qualitatively and quantitatively, and concluded it did not materially misstate the Company’s previously issued financial statements.

Accounting Standards Adopted in 2017

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 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. The Company adopted ASU No. 2016-09 on January 1, 2017 and elected to recognize forfeitures as they occur. As allowed by the ASU, the Company’s adoption was prospective, therefore, prior periods have not been adjusted. The adoption of ASU No. 2016-09 could result in increased volatility to reported income tax expense related to excess tax benefits and tax deficiencies for employee share-based transactions, however, the actual amounts recognized in income tax expense will be dependent on the amount of employee share-based transactions and the stock price at the time of vesting or exercise. For the first six months of 2017, the adoption of ASU No. 2016-09 resulted in a decrease to the provision for income taxes primarily due to the tax benefit from the exercise of stock options and the vesting of restricted stock.


8


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 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). 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. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients,” and ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, the Company does not expect the new guidance to have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company is continuing its overall assessment of revenue streams and reviewing contracts potentially affected by the ASU including trust and asset management fees, deposit related fees, interchange fees, and merchant income, to determine the potential impact the new guidance is expected to have on the Company’s Consolidated Financial Statements. In addition, the Company continues to follow certain implementation issues relevant to the banking industry which are still pending resolution. The Company plans to adopt ASU No. 2014-09 on January 1, 2018 utilizing the modified retrospective approach.

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

9


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 has several lease agreements, such as branch locations, which are currently considered operating leases, and therefore, not recognized on the Company’s consolidated statements of condition. The Company expects the new guidance will require these lease agreements to now be recognized on the consolidated statements of condition as a right-of-use asset and a corresponding lease liability. Therefore, the Company’s preliminary evaluation indicates the provisions of ASU No. 2016-02 are expected to impact the Company’s consolidated statements of condition. However, the Company continues to evaluate the extent of potential impact the new guidance will have on the Company’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is continuing its implementation efforts through its Company-wide implementation team. This team has assigned roles and responsibilities, key tasks to complete, and a general timeline to be followed. The implementation team meets periodically to discuss the latest developments and ensure progress is being made. The team also keeps current on the latest news via webcasts, publications, conferences, and peer bank meetings. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s Consolidated Financial Statements, in particular the level of the reserve for credit losses. However, the Company continues to evaluate the extent of the potential impact.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” Current GAAP is unclear or does not include specific guidance on how to classify certain transactions in the statement of cash flows. This ASU is intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. Entities will be required to apply

10


the guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. As this guidance only affects the classification within the statement of cash flows, ASU No. 2016-15 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company expects to early adopt upon the next goodwill impairment test in 2017. ASU No. 2017-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item (e.g., Salaries and Benefits) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately (e.g., Other Noninterest Expense) from the line item that includes the service cost. ASU No. 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, however, the Company has decided not to early adopt. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The Company expects to utilize the ASU’s practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan footnote. ASU No. 2017-07 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU No. 2017-08, “Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the provisions of ASU No. 2017-08 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

In May 2017, the FASB issued ASU No. 2017-09, “Stock Compensation, Scope of Modification Accounting.” This ASU clarifies when changes to the terms of conditions of a share-based payment award must be accounted for as modifications. Companies will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The new guidance should reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications, as the guidance will allow companies to make certain non-substantive changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU No. 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017; early adoption is permitted. ASU No. 2017-09 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
 


11


Note 2.  Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities as of June 30, 2017 and December 31, 2016 were as follows:

(dollars in thousands)
Amortized Cost

 
Gross
Unrealized Gains

 
Gross
Unrealized Losses

 
Fair Value

June 30, 2017
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
430,208

 
$
3,732

 
$
(963
)
 
$
432,977

Debt Securities Issued by States and Political Subdivisions
650,075

 
17,905

 
(99
)
 
667,881

Debt Securities Issued by Corporations
268,022

 
138

 
(2,911
)
 
265,249

Mortgage-Backed Securities:
 

 
 

 
 

 
 

    Residential - Government Agencies
262,834

 
3,858

 
(1,150
)
 
265,542

    Residential - U.S. Government-Sponsored Enterprises
613,512

 
1,090

 
(4,701
)
 
609,901

    Commercial - Government Agencies
77,757

 

 
(2,579
)
 
75,178

Total Mortgage-Backed Securities
954,103

 
4,948

 
(8,430
)
 
950,621

Total
$
2,302,408

 
$
26,723

 
$
(12,403
)
 
$
2,316,728

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
500,111

 
$
613

 
$
(886
)
 
$
499,838

Debt Securities Issued by States and Political Subdivisions
240,413

 
14,472

 

 
254,885

Debt Securities Issued by Corporations
127,666

 
405

 
(1,326
)
 
126,745

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
1,928,530

 
15,726

 
(19,602
)
 
1,924,654

    Residential - U.S. Government-Sponsored Enterprises
772,212

 
1,284

 
(7,144
)
 
766,352

    Commercial - Government Agencies
213,770

 
2,213

 
(2,816
)
 
213,167

Total Mortgage-Backed Securities
2,914,512

 
19,223


(29,562
)

2,904,173

Total
$
3,782,702

 
$
34,713

 
$
(31,774
)
 
$
3,785,641

 
 
 
 
 
 
 
 
December 31, 2016
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
407,478

 
$
2,531

 
$
(1,294
)
 
$
408,715

Debt Securities Issued by States and Political Subdivisions
662,231

 
11,455

 
(1,887
)
 
671,799

Debt Securities Issued by Corporations
273,044

 
5

 
(3,870
)
 
269,179

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
240,412

 
4,577

 
(1,145
)
 
243,844

    Residential - U.S. Government-Sponsored Enterprises
511,234

 
971

 
(5,218
)
 
506,987

    Commercial - Government Agencies
89,544

 

 
(4,027
)
 
85,517

Total Mortgage-Backed Securities
841,190

 
5,548

 
(10,390
)
 
836,348

Total
$
2,183,943

 
$
19,539

 
$
(17,441
)
 
$
2,186,041

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
530,149

 
$
1,562

 
$
(771
)
 
$
530,940

Debt Securities Issued by States and Political Subdivisions
242,295

 
9,991

 

 
252,286

Debt Securities Issued by Corporations
135,620

 
416

 
(1,528
)
 
134,508

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
1,940,076

 
20,567

 
(23,861
)
 
1,936,782

    Residential - U.S. Government-Sponsored Enterprises
752,768

 
798

 
(10,919
)
 
742,647

    Commercial - Government Agencies
232,089

 
940

 
(2,665
)
 
230,364

Total Mortgage-Backed Securities
2,924,933

 
22,305

 
(37,445
)
 
2,909,793

Total
$
3,832,997

 
$
34,274

 
$
(39,744
)
 
$
3,827,527


12



The table below presents an analysis of the contractual maturities of the Company’s investment securities as of June 30, 2017.  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
$
86,725

 
$
86,878

Due After One Year Through Five Years
585,928

 
589,580

Due After Five Years Through Ten Years
214,366

 
223,309

Due After Ten Years
31,629

 
33,904

 
918,648

 
933,671

 
 
 
 
Debt Securities Issued by Government Agencies
429,657

 
432,436

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
262,834

 
265,542

    Residential - U.S. Government-Sponsored Enterprises
613,512

 
609,901

    Commercial - Government Agencies
77,757

 
75,178

Total Mortgage-Backed Securities
954,103

 
950,621

Total
$
2,302,408

 
$
2,316,728

 
 
 
 
Held-to-Maturity:
 

 
 

Due in One Year or Less
$
235,104

 
$
234,882

Due After One Year Through Five Years
335,763

 
338,517

Due After Five Years Through Ten Years
258,942

 
266,850

Due After Ten Years
38,381

 
41,219

 
868,190

 
881,468

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
1,928,530

 
1,924,654

    Residential - U.S. Government-Sponsored Enterprises
772,212

 
766,352

    Commercial - Government Agencies
213,770

 
213,167

Total Mortgage-Backed Securities
2,914,512

 
2,904,173

Total
$
3,782,702

 
$
3,785,641


Investment securities with carrying values of $2.7 billion and $2.4 billion as of June 30, 2017 and December 31, 2016, 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 and six months ended June 30, 2017 and 2016.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Gross Gains on Sales of Investment Securities
$

 
$

 
$
12,467

 
$
11,355

Gross Losses on Sales of Investment Securities
(520
)
 
(312
)
 
(854
)
 
(487
)
Net Gains (Losses) on Sales of Investment Securities
$
(520
)
 
$
(312
)
 
$
11,613

 
$
10,868


The losses during    the three and six months ended June 30, 2017 and 2016 were due to fees paid to the counterparties of our prior Visa Class B share sale transactions.

13


The Company’s investment securities in an unrealized loss position, segregated by continuous length of loss, 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

June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
42,325

 
$
(285
)
 
$
143,773

 
$
(678
)
 
$
186,098

 
$
(963
)
Debt Securities Issued by States
   and Political Subdivisions
49,521

 
(99
)
 

 

 
49,521

 
(99
)
Debt Securities Issued by Corporations
62,472

 
(555
)
 
162,638

 
(2,356
)
 
225,110

 
(2,911
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 


 


    Residential - Government Agencies
23,520

 
(56
)
 
13,814

 
(1,094
)
 
37,334

 
(1,150
)
    Residential - U.S. Government-Sponsored Enterprises
420,189

 
(4,398
)
 
10,611

 
(303
)
 
430,800

 
(4,701
)
    Commercial - Government Agencies

 

 
75,178

 
(2,579
)
 
75,178

 
(2,579
)
Total Mortgage-Backed Securities
443,709

 
(4,454
)
 
99,603

 
(3,976
)
 
543,312

 
(8,430
)
Total
$
598,027

 
$
(5,393
)
 
$
406,014

 
$
(7,010
)
 
$
1,004,041

 
$
(12,403
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
284,734

 
$
(886
)
 
$

 
$

 
$
284,734

 
$
(886
)
Debt Securities Issued by Corporations
65,356

 
(835
)
 
15,027

 
(491
)
 
80,383

 
(1,326
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
    Residential - Government Agencies
856,028

 
(11,817
)
 
222,166

 
(7,785
)
 
1,078,194

 
(19,602
)
    Residential - U.S. Government-Sponsored Enterprises
598,035

 
(7,144
)
 

 

 
598,035

 
(7,144
)
    Commercial - Government Agencies
79,883

 
(2,748
)
 
10,561

 
(68
)
 
90,444

 
(2,816
)
Total Mortgage-Backed Securities
1,533,946

 
(21,709
)
 
232,727

 
(7,853
)
 
1,766,673

 
(29,562
)
Total
$
1,884,036

 
$
(23,430
)
 
$
247,754

 
$
(8,344
)
 
$
2,131,790

 
$
(31,774
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
     and Government Agencies
$
143,715

 
$
(562
)
 
$
89,211

 
$
(732
)
 
$
232,926

 
$
(1,294
)
Debt Securities Issued by States
     and Political Subdivisions
211,188

 
(1,873
)
 
6,725

 
(14
)
 
217,913

 
(1,887
)
Debt Securities Issued by Corporations
67,332

 
(714
)
 
196,838

 
(3,156
)
 
264,170

 
(3,870
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
38,355

 
(89
)
 
11,185

 
(1,056
)
 
49,540

 
(1,145
)
     Residential - U.S. Government-Sponsored Enterprises
397,385

 
(5,218
)
 

 

 
397,385

 
(5,218
)
     Commercial - Government Agencies
5,097

 
(164
)
 
80,420

 
(3,863
)
 
85,517

 
(4,027
)
Total Mortgage-Backed Securities
440,837

 
(5,471
)
 
91,605

 
(4,919
)
 
532,442

 
(10,390
)
Total
$
863,072

 
$
(8,620
)
 
$
384,379

 
$
(8,821
)
 
$
1,247,451

 
$
(17,441
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
and Government Agencies
$
169,926

 
$
(771
)
 
$

 
$

 
$
169,926

 
$
(771
)
Debt Securities Issued by Corporations
69,601

 
(971
)
 
15,933

 
(557
)
 
85,534

 
(1,528
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
835,227

 
(15,313
)
 
231,377

 
(8,548
)
 
1,066,604

 
(23,861
)
     Residential - U.S. Government-Sponsored Enterprises
693,047

 
(10,919
)
 

 

 
693,047

 
(10,919
)
     Commercial - Government Agencies
87,586

 
(2,597
)
 
18,653

 
(68
)
 
106,239

 
(2,665
)
Total Mortgage-Backed Securities
1,615,860

 
(28,829
)
 
250,030

 
(8,616
)
 
1,865,890

 
(37,445
)
Total
$
1,855,387

 
$
(30,571
)
 
$
265,963

 
$
(9,173
)
 
$
2,121,350

 
$
(39,744
)


14


The Company does not believe that the investment securities that were in an unrealized loss position as of June 30, 2017, which were comprised of 291 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 June 30, 2017 and December 31, 2016, the gross unrealized losses reported for mortgage-backed securities were mostly 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 and six months ended June 30, 2017 and 2016 were as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Taxable
$
26,741

 
$
25,567

 
$
52,508

 
$
51,554

Non-Taxable
5,012

 
5,122

 
10,035

 
10,340

Total Interest Income from Investment Securities
$
31,753

 
$
30,689

 
$
62,543

 
$
61,894


As of June 30, 2017, included in the Company’s investment securities portfolio were debt securities issued by political subdivisions within the State of Hawaii of $528.3 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, 78% were general obligation issuances. As of June 30, 2017, 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 June 30, 2017 and December 31, 2016, 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)
June 30,
2017

 
December 31,
2016

Federal Home Loan Bank Stock
$
20,000

 
$
20,000

Federal Reserve Bank Stock
20,167

 
20,063

Total
$
40,167

 
$
40,063


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 June 30, 2017, the conversion ratio was 1.6483.

During the first quarter of 2017, the Company recorded a $12.5 million gain on the sale of 90,000 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 90,914 Class B shares (149,854 Class A equivalents) that the Company owns as of June 30, 2017 are carried at a zero cost basis.


15


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 June 30, 2017 and December 31, 2016:

(dollars in thousands)
June 30,
2017

 
December 31,
2016

Commercial
 

 
 

Commercial and Industrial
$
1,241,953

 
$
1,249,791

Commercial Mortgage
2,009,886

 
1,889,551

Construction
248,030

 
270,018

Lease Financing
205,043

 
208,332

Total Commercial
3,704,912

 
3,617,692

Consumer
 

 
 

Residential Mortgage
3,317,179

 
3,163,073

Home Equity
1,473,123

 
1,334,163

Automobile
484,092

 
454,333

Other 1
408,307

 
380,524

Total Consumer
5,682,701

 
5,332,093

Total Loans and Leases
$
9,387,613

 
$
8,949,785

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 $4.4 million for the three months ended June 30, 2017 and 2016, respectively, and $3.2 million and $6.2 million for the six months ended June 30, 2017 and 2016, respectively.

16


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

The following presents by portfolio segment, the activity in the Allowance for the three and six months ended June 30, 2017 and 2016.  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 June 30, 2017 and 2016.

(dollars in thousands)
Commercial

 
Consumer

 
Total

Three Months Ended June 30, 2017
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
66,893

 
$
38,171

 
$
105,064

Loans and Leases Charged-Off
(124
)
 
(5,363
)
 
(5,487
)
Recoveries on Loans and Leases Previously Charged-Off
266

 
2,260

 
2,526

Net Loans and Leases Recovered (Charged-Off)
142

 
(3,103
)
 
(2,961
)
Provision for Credit Losses
(853
)
 
5,103

 
4,250

Balance at End of Period
$
66,182

 
$
40,171

 
$
106,353

Six Months Ended June 30, 2017
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
65,680

 
$
38,593

 
$
104,273

Loans and Leases Charged-Off
(298
)
 
(10,893
)
 
(11,191
)
Recoveries on Loans and Leases Previously Charged-Off
602

 
4,019

 
4,621

Net Loans and Leases Recovered (Charged-Off)
304

 
(6,874
)
 
(6,570
)
Provision for Credit Losses
198

 
8,452

 
8,650

Balance at End of Period
$
66,182

 
$
40,171

 
$
106,353

As of June 30, 2017
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
45

 
$
3,792

 
$
3,837

Collectively Evaluated for Impairment
66,137

 
36,379

 
102,516

Total
$
66,182

 
$
40,171

 
$
106,353

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
20,197

 
$
38,528

 
$
58,725

Collectively Evaluated for Impairment
3,684,715

 
5,644,173

 
9,328,888

Total
$
3,704,912

 
$
5,682,701

 
$
9,387,613

 
 
 
 
 
 
Three Months Ended June 30, 2016
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
61,810

 
$
42,867

 
$
104,677

Loans and Leases Charged-Off
(204
)
 
(3,551
)
 
(3,755
)
Recoveries on Loans and Leases Previously Charged-Off
418

 
1,592

 
2,010

Net Loans and Leases Recovered (Charged-Off)
214

 
(1,959
)
 
(1,745
)
Provision for Credit Losses
5

 
995

 
1,000

Balance at End of Period
$
62,029

 
$
41,903

 
$
103,932

Six Months Ended June 30, 2016
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
60,714

 
$
42,166

 
$
102,880

Loans and Leases Charged-Off
(461
)
 
(8,181
)
 
(8,642
)
Recoveries on Loans and Leases Previously Charged-Off
7,323

 
3,371

 
10,694

Net Loans and Leases Recovered (Charged-Off)
6,862

 
(4,810
)
 
2,052

Provision for Credit Losses
(5,547
)
 
4,547

 
(1,000
)
Balance at End of Period
$
62,029

 
$
41,903

 
$
103,932

As of June 30, 2016
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
7

 
$
3,195

 
$
3,202

Collectively Evaluated for Impairment
62,022

 
38,708

 
100,730

Total
$
62,029

 
$
41,903

 
$
103,932

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
22,271

 
$
38,691

 
$
60,962

Collectively Evaluated for Impairment
3,283,571

 
4,986,936

 
8,270,507

Total
$
3,305,842

 
$
5,025,627

 
$
8,331,469


17


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.


18


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 June 30, 2017 and December 31, 2016.
 
June 30, 2017
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
1,197,264

 
$
1,937,447

 
$
246,283

 
$
204,572

 
$
3,585,566

Special Mention
16,752

 
53,046

 
282

 

 
70,080

Classified
27,937

 
19,393

 
1,465

 
471

 
49,266

Total
$
1,241,953

 
$
2,009,886

 
$
248,030

 
$
205,043

 
$
3,704,912

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
3,307,841

 
$
1,466,847

 
$
483,553

 
$
407,468

 
$
5,665,709

Special Mention

 
1,764

 

 

 
1,764

Classified
9,338

 
4,512

 
539

 
839

 
15,228

Total
$
3,317,179

 
$
1,473,123

 
$
484,092

 
$
408,307

 
$
5,682,701

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
9,387,613

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

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
1,203,025

 
$
1,792,119

 
$
264,287

 
$
207,386

 
$
3,466,817

Special Mention
20,253

 
66,734

 
4,218

 
5

 
91,210

Classified
26,513

 
30,698

 
1,513

 
941

 
59,665

Total
$
1,249,791

 
$
1,889,551

 
$
270,018

 
$
208,332

 
$
3,617,692

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
3,149,294

 
$
1,327,676

 
$
453,439

 
$
379,793

 
$
5,310,202

Special Mention

 
2,964

 

 

 
2,964

Classified
13,779

 
3,523

 
894

 
731

 
18,927

Total
$
3,163,073

 
$
1,334,163

 
$
454,333

 
$
380,524

 
$
5,332,093

Total Recorded Investment in Loans and Leases
 
 

 
 

 
 

 
$
8,949,785

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

19


Aging Analysis

The following presents by class, an aging analysis of the Company’s loan and lease portfolio as of June 30, 2017 and December 31, 2016.
(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 June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
310

 
$
68

 
$

 
$
175

 
$
553

 
$
1,241,400

 
$
1,241,953

 
$
78

Commercial Mortgage
12

 

 

 
1,460

 
1,472

 
2,008,414

 
2,009,886

 
899

Construction

 

 

 

 

 
248,030

 
248,030

 

Lease Financing

 

 

 

 

 
205,043

 
205,043

 

Total Commercial
322

 
68

 

 
1,635

 
2,025

 
3,702,887

 
3,704,912

 
977

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
3,486

 
869

 
2,269

 
9,337

 
15,961

 
3,301,218

 
3,317,179

 
733

Home Equity
2,331

 
524

 
2,343

 
3,405

 
8,603

 
1,464,520

 
1,473,123

 
1,006

Automobile
11,184

 
1,397

 
539

 

 
13,120

 
470,972

 
484,092

 

Other 1
2,886

 
1,597

 
1,859

 

 
6,342

 
401,965

 
408,307

 

Total Consumer
19,887

 
4,387

 
7,010

 
12,742

 
44,026

 
5,638,675

 
5,682,701

 
1,739

Total
$
20,209

 
$
4,455

 
$
7,010

 
$
14,377

 
$
46,051

 
$
9,341,562

 
$
9,387,613

 
$
2,716

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
10,698

 
$
1,016

 
$

 
$
151

 
$
11,865

 
$
1,237,926

 
$
1,249,791

 
$

Commercial Mortgage
128

 
17

 

 
997

 
1,142

 
1,888,409

 
1,889,551

 
416

Construction

 

 

 

 

 
270,018

 
270,018

 

Lease Financing

 

 

 

 

 
208,332

 
208,332

 

Total Commercial
10,826


1,033



 
1,148

 
13,007

 
3,604,685

 
3,617,692

 
416

Consumer
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
6,491

 
106

 
3,127

 
13,780

 
23,504

 
3,139,569

 
3,163,073

 
1,628

Home Equity
3,063

 
2,244

 
1,457

 
3,147

 
9,911

 
1,324,252

 
1,334,163

 
1,015

Automobile
11,692

 
2,162

 
894

 

 
14,748

 
439,585

 
454,333

 

Other 1
3,200

 
1,532

 
1,592

 

 
6,324

 
374,200

 
380,524

 

Total Consumer
24,446

 
6,044

 
7,070

 
16,927

 
54,487

 
5,277,606

 
5,332,093

 
2,643

Total
$
35,272

 
$
7,077

 
$
7,070

 
$
18,075

 
$
67,494

 
$
8,882,291

 
$
8,949,785

 
$
3,059

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.

20


Impaired Loans

The following presents by class, information related to impaired loans as of June 30, 2017 and December 31, 2016.

(dollars in thousands)
Recorded
 Investment

 
Unpaid
 Principal
 Balance

 
Related 
Allowance for 
Loan Losses

June 30, 2017
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
8,216

 
$
15,178

 
$

Commercial Mortgage
9,573

 
13,073

 

Construction
1,465

 
1,465

 

Total Commercial
19,254

 
29,716

 

Total Impaired Loans with No Related Allowance Recorded
$
19,254

 
$
29,716

 
$

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
624

 
$
624

 
$
13

Commercial Mortgage
319

 
319

 
32

Total Commercial
943

 
943

 
45

Consumer
 

 
 

 
 

Residential Mortgage
21,947

 
26,686

 
3,167

Home Equity
1,735

 
1,735

 
267

Automobile
12,178

 
12,178

 
279

Other 1
2,668

 
2,669

 
79

Total Consumer
38,528

 
43,268

 
3,792

Total Impaired Loans with an Allowance Recorded
$
39,471

 
$
44,211

 
$
3,837

 
 
 
 
 
 
Impaired Loans:
 
 
 
 
 
Commercial
$
20,197

 
$
30,659

 
$
45

Consumer
38,528

 
43,268

 
3,792

Total Impaired Loans
$
58,725

 
$
73,927

 
$
3,837

 
 
 
 
 
 
December 31, 2016
 

 
 

 
 

Impaired Loans with No Related Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
9,556

 
$
16,518

 
$

Commercial Mortgage
9,373

 
12,873

 

Construction
1,513

 
1,513

 

Total Commercial
20,442

 
30,904

 

Total Impaired Loans with No Related Allowance Recorded
$
20,442

 
$
30,904

 
$

 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

Commercial
 

 
 

 
 

Commercial and Industrial
$
765

 
$
765

 
$
24

Commercial Mortgage
365

 
365

 
21

Total Commercial
1,130

 
1,130

 
45

Consumer
 

 
 

 
 

Residential Mortgage
25,625

 
30,615

 
3,224

Home Equity
1,516

 
1,516

 
15

Automobile
9,660

 
9,660

 
206

Other 1
2,325

 
2,325

 
65

Total Consumer
39,126

 
44,116

 
3,510

Total Impaired Loans with an Allowance Recorded
$
40,256

 
$
45,246

 
$
3,555

 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

Commercial
$
21,572

 
$
32,034

 
$
45

Consumer
39,126

 
44,116

 
3,510

Total Impaired Loans
$
60,698

 
$
76,150

 
$
3,555

1 Comprised of other revolving credit and installment financing.

21


The following presents by class, information related to the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2017 and 2016.

 
Three Months Ended
June 30, 2017
 
Three Months Ended
June 30, 2016
(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
$
8,717

 
$
61

 
$
10,032

 
$
112

Commercial Mortgage
9,369

 
77

 
10,059

 
93

Construction
1,477

 
24

 
1,570

 
25

Total Commercial
19,563

 
162

 
21,661

 
230

Total Impaired Loans with No Related Allowance Recorded
$
19,563

 
$
162

 
$
21,661

 
$
230

 
 
 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
$
657

 
$
9

 
$
968

 
$
12

Commercial Mortgage
331

 
4

 

 

Total Commercial
988

 
13

 
968

 
12

Consumer
 

 
 

 
 

 
 

Residential Mortgage
23,148

 
214

 
27,995

 
250

Home Equity
1,621

 
20

 
1,511

 
18

Automobile
11,547

 
195

 
7,422

 
125

Other 1
2,663

 
57

 
1,932

 
43

Total Consumer
38,979

 
486

 
38,860

 
436

Total Impaired Loans with an Allowance Recorded
$
39,967

 
$
499

 
$
39,828

 
$
448

 
 
 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

 
 

Commercial
$
20,551

 
$
175

 
$
22,629

 
$
242

Consumer
38,979

 
486

 
38,860

 
436

Total Impaired Loans
$
59,530

 
$
661

 
$
61,489

 
$
678

 
 
 
 
 
 
 
 
 
Six Months Ended
June 30, 2017
 
Six Months Ended
June 30, 2016
(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
$
8,996

 
$
142

 
$
11,571

 
$
218

Commercial Mortgage
9,370

 
162

 
10,175

 
162

Construction
1,489

 
48

 
1,581

 
51

Total Commercial
19,855

 
352

 
23,327

 
431

Total Impaired Loans with No Related Allowance Recorded
$
19,855

 
$
352

 
$
23,327

 
$
431

 
 
 
 
 
 
 
 
Impaired Loans with an Allowance Recorded:
 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
$
693

 
$
20

 
$
1,075

 
$
32

Commercial Mortgage
342

 
8

 

 

Total Commercial
1,035

 
28

 
1,075

 
32

Consumer
 

 
 

 
 

 
 

Residential Mortgage
23,974

 
426

 
28,323

 
501

Home Equity
1,586

 
37

 
1,370

 
35

Automobile
10,918

 
364

 
7,285

 
247

Other 1
2,550

 
110

 
1,843

 
82

Total Consumer
39,028

 
937

 
38,821

 
865

Total Impaired Loans with an Allowance Recorded
$
40,063

 
$
965

 
$
39,896

 
$
897

 
 
 
 
 
 
 
 
Impaired Loans:
 

 
 

 
 

 
 

Commercial
$
20,890

 
$
380

 
$
24,402

 
$
463

Consumer
39,028

 
937

 
38,821

 
865

Total Impaired Loans
$
59,918

 
$
1,317

 
$
63,223

 
$
1,328

1 
Comprised of other revolving credit and installment financing.

22




For the three and six months ended June 30, 2017 and 2016, 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 and six months ended June 30, 2017 and 2016, 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 $57.5 million and $60.0 million as of June 30, 2017 and December 31, 2016, respectively.  As of June 30, 2017, there were no commitments to lend additional funds on loans modified in a TDR. As of December 31, 2016, there were $0.4 million of 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 are 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 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.


23


The following presents by class, information related to loans modified in a TDR during the three and six months ended June 30, 2017 and 2016.
 
Loans Modified as a TDR for the
Three Months Ended June 30, 2017
 
Loans Modified as a TDR for the
Three Months Ended June 30, 2016
 
 

 
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
6

 
$
4,191

 
$
11

 
16

 
$
2,955

 
$

Commercial Mortgage
1

 
700

 

 

 

 

Total Commercial
7

 
4,891

 
11

 
16

 
2,955

 

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage

 

 

 
1

 
440

 

Home Equity
1

 
4

 
4

 

 

 

Automobile
99

 
2,115

 
49

 
53

 
977

 
22

Other 2
40

 
304

 
8

 
40

 
271

 
8

Total Consumer
140

 
2,423

 
61

 
94

 
1,688

 
30

Total
147

 
$
7,314

 
$
72

 
110

 
$
4,643

 
$
30

 
 
 
 
 
 
 
 
 
 
 
 
 
Loans Modified as a TDR for the
Six Months Ended June 30, 2017
 
Loans Modified as a TDR for the
Six Months Ended June 30, 2016
 
 

 
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
11

 
$
7,235

 
$
11

 
18

 
$
3,102

 
$
2

Commercial Mortgage
2

 
1,096

 

 

 

 

Total Commercial
13

 
8,331

 
11

 
18

 
3,102

 
2

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage

 

 

 
4

 
1,610

 
15

Home Equity
1

 
239

 
4

 
1

 
478

 
6

Automobile
209

 
4,315

 
99

 
108

 
2,008

 
48

Other 2
114

 
891

 
24

 
99

 
684

 
19

Total Consumer
324

 
5,445

 
127

 
212

 
4,780

 
88

Total
337

 
$
13,776

 
$
138

 
230

 
$
7,882

 
$
90

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.

24


The following presents by class, all loans modified in a TDR that defaulted during the three and six months ended June 30, 2017 and 2016, 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
June 30, 2017
 
Three Months Ended
June 30, 2016
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

 
$

 
1

 
$
43

Automobile
12

 
267

 
3

 
21

Other 2
18

 
137

 
9

 
70

Total Consumer
30

 
404


13

 
134

Total
30

 
$
404

 
13

 
$
134

 
 
 
 
 
 
 
 
 
Six Months Ended
June 30, 2017
 
Six Months Ended
June 30, 2016
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

Commercial
 
 
 
 
 
 
 
Commercial and Industrial
1

 
$
49

 

 
$

Total Commercial
1

 
49

 

 

 
 
 
 
 
 
 
 
Consumer
 

 
 

 
 

 
 

Residential Mortgage

 

 
3

 
1,056

Home Equity

 

 
1

 
162

Automobile
17

 
390

 
4

 
57

Other 2
36

 
255

 
22

 
142

Total Consumer
53

 
645

 
30

 
1,417

Total
54

 
$
694

 
30

 
$
1,417

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.

Foreclosure Proceedings

Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $6.2 million as of June 30, 2017.

Note 4.  Mortgage Servicing Rights

The Company’s portfolio of residential mortgage loans serviced for third parties was $2.8 billion as of June 30, 2017 and $2.7 billion as of December 31, 2016.  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 $1.8 million and $1.7 million for the three months ended June 30, 2017 and 2016, respectively, and $3.5 million for the six months ended June 30, 2017 and 2016.  Servicing income is recorded in mortgage banking income in the Company’s

25


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 and six months ended June 30, 2017 and 2016, 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
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Balance at Beginning of Period
$
1,586

 
$
1,910

 
$
1,655

 
$
1,970

Change in Fair Value:
 

 
 

 
 

 
 

Due to Payoffs
(38
)
 
(91
)
 
(107
)
 
(151
)
Total Changes in Fair Value of Mortgage Servicing Rights
(38
)
 
(91
)
 
(107
)
 
(151
)
Balance at End of Period
$
1,548

 
$
1,819

 
$
1,548

 
$
1,819


For the three and six months ended June 30, 2017 and 2016, 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
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Balance at Beginning of Period
$
22,705

 
$
20,753

 
$
22,008

 
$
21,032

Servicing Rights that Resulted From Asset Transfers
961

 
329

 
2,276

 
771

Amortization
(690
)
 
(677
)
 
(1,308
)
 
(1,313
)
Valuation Allowance Provision
(53
)
 
(2,593
)
 
(53
)
 
(2,678
)
Balance at End of Period
$
22,923

 
$
17,812


$
22,923


$
17,812

 
 
 
 
 
 
 
 
Valuation Allowance:
 
 
 
 
 
 
 
Balance at Beginning of Period
$

 
$
(106
)
 
$

 
$
(21
)
Valuation Allowance Provision
(53
)
 
(2,593
)
 
(53
)
 
(2,678
)
Balance at End of Period
$
(53
)
 
$
(2,699
)

$
(53
)

$
(2,699
)
 
 
 
 
 
 
 
 
Fair Value of Mortgage Servicing Rights Accounted for
 Under the Amortization Method
 

 
 

 
 

 
 

Beginning of Period
$
25,946

 
$
20,841

 
$
25,148

 
$
24,804

End of Period
$
25,479

 
$
17,812

 
$
25,479

 
$
17,812


The key data and assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of June 30, 2017 and December 31, 2016 were as follows:
 
June 30,
2017

 
December 31, 2016

Weighted-Average Constant Prepayment Rate 1
8.60
%
 
8.13
%
Weighted-Average Life (in years)
7.20

 
7.43

Weighted-Average Note Rate
4.07
%
 
4.10
%
Weighted-Average Discount Rate 2
8.87
%
 
9.33
%
1 
Represents annualized loan repayment rate assumption.
2 
Derived from multiple interest rate scenarios that incorporate a spread to a market yield 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 June 30, 2017 and December 31, 2016 is presented in the following table.
(dollars in thousands)
June 30,
2017

 
December 31,
2016

Constant Prepayment Rate
 

 
 

Decrease in fair value from 25 basis points (“bps”) adverse change
$
(317
)
 
$
(321
)
Decrease in fair value from 50 bps adverse change
(628
)
 
(636
)
Discount Rate
 

 
 

Decrease in fair value from 25 bps adverse change
(285
)
 
(288
)
Decrease in fair value from 50 bps adverse change
(565
)
 
(570
)

26



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 significant 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 the limited partner(s) relating to the approval of 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 $66.9 million and $66.6 million as of June 30, 2017 and December 31, 2016, respectively, and are included in other assets in the consolidated statements of condition.

Unfunded Commitments

As of June 30, 2017, the expected payments for unfunded affordable housing commitments were as follows:
(dollars in thousands)
Amount

2017
$
3,173

2018
8,526

2019
5,947

2020
27

2021
9

Thereafter
425

Total Unfunded Commitments
$
18,107



27


The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Effective Yield Method
 
 
 
 
 
 
 
Tax credits and other tax benefits recognized
$
3,439

 
$
3,516

 
$
6,869

 
$
7,032

Amortization Expense in Provision for Income Taxes
2,137

 
2,174

 
4,298

 
4,348

 
 
 
 
 
 
 
 
Proportional Amortization Method
 
 
 
 
 
 
 
Tax credits and other tax benefits recognized
$
440

 
$
259

 
$
761

 
$
518

Amortization Expense in Provision for Income Taxes
358

 
200

 
611

 
400


There were no impairment losses related to LIHTC investments during the six months ended June 30, 2017 and 2016.

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 cash or marketable securities, is posted by the party (i.e., the Company or the financial institution counterparty) with net liability positions in accordance with contract thresholds. The Company had net liability positions with its financial institution counterparties totaling $5.2 million and $5.5 million as of June 30, 2017 and December 31, 2016, respectively. See Note 11 Derivative Financial Instruments for more information.
Parties to a centrally cleared over-the-counter derivative exchange daily payments that reflect the daily change in value of the derivative. Effective 2017, these payments, commonly referred to as variation margin, will be recorded as settlements of the derivatives’ mark-to-market exposure rather than collateral against the exposures. During the second quarter of 2017, the Company executed its first centrally cleared swap agreements. This rule change effectively results in any centrally cleared derivative having a fair value that approximates zero on a daily basis, and therefore, these swap agreements were not included in the offsetting table at the end of this section. 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 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

28


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 June 30, 2017 and December 31, 2016, 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

June 30, 2017
 
 
 
 
 
 
 
 
 
 
 Class of Collateral Pledged:
 
 
 
 
 
 
 
 
 
 
 Debt Securities Issued by the U.S. Treasury and Government Agencies
 
$

 
$

 
$

 
$
306,624

 
$
306,624

 Debt Securities Issued by States and Political Subdivisions
 
695

 
2,790

 
1,000

 

 
4,485

 Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
 
807

 

 

 
100,971

 
101,778

     Residential - U.S. Government-Sponsored Enterprises
 

 

 

 
92,405

 
92,405

 Total
 
$
1,502

 
$
2,790

 
$
1,000

 
$
500,000

 
$
505,292

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

 
$

 
$
200,000

 
$
104,681

 
$
304,681

 Debt Securities Issued by States and Political Subdivisions
 
22,050

 
590

 

 

 
22,640

 Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
 
738

 

 

 
97,281

 
98,019

     Residential - U.S. Government-Sponsored Enterprises
 

 

 

 
98,038

 
98,038

 Total
 
$
22,788

 
$
590

 
$
200,000

 
$
300,000

 
$
523,378



29


The following table presents the assets and liabilities subject to an enforceable master netting arrangement, or repurchase agreements, as of June 30, 2017 and December 31, 2016. 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. As previously mentioned, centrally cleared swap agreements between the Company and institutional counterparties are also 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
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
4,285

 
$

 
$
4,285

 
$
4,285

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
6,360

 

 
6,360

 
4,285

 
1,498

 
577

 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchase Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Private Institutions
 
500,000

 

 
500,000

 

 
500,000

 

    Government Entities
 
5,292

 

 
5,292

 

 
5,292

 

 
 
$
505,292

 
$

 
$
505,292

 
$

 
$
505,292

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
$
5,094

 
$

 
$
5,094

 
$
5,094

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
 
 
 
 
    Institutional Counterparties
 
6,489

 

 
6,489

 
5,094

 
500

 
895

 
 
 
 
 
 

 
 
 
 
 

Repurchase Agreements:
 
 
 
 
 

 
 
 
 
 
 
    Private Institutions
 
500,000

 

 
500,000

 

 
500,000

 

    Government Entities
 
23,378

 

 
23,378

 

 
23,378

 

 
 
$
523,378

 
$

 
$
523,378

 
$

 
$
523,378

 
$

1 The application of collateral cannot reduce the net amount below zero. Therefore, excess collateral is not reflected in this column. For repurchase agreements with private institutions, the fair value of investment securities pledged was $575.5 million and $599.3 million as of June 30, 2017 and December 31, 2016, respectively. For repurchase agreements with government entities, the fair value of investment securities pledged was $7.1 million and $28.9 million as of June 30, 2017 and December 31, 2016, respectively.


30


Note 7.  Accumulated Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the three and six months ended June 30, 2017 and 2016:
(dollars in thousands)
Before Tax

 
Tax Effect

 
Net of Tax

Three Months Ended June 30, 2017
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
4,642

 
$
1,833

 
$
2,809

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
491

 
194

 
297

Net Unrealized Gains (Losses) on Investment Securities
5,133

 
2,027

 
3,106

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
322

 
127

 
195

Amortization of Prior Service Credit
(80
)
 
(32
)
 
(48
)
Defined Benefit Plans, Net
242

 
95

 
147

Other Comprehensive Income (Loss)
$
5,375

 
$
2,122

 
$
3,253

 
 
 
 
 
 
Three Months Ended June 30, 2016
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
8,279

 
$
3,268

 
$
5,011

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
242

 
96

 
146

Net Unrealized Gains (Losses) on Investment Securities
8,521

 
3,364

 
5,157

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
312

 
123

 
189

Amortization of Prior Service Credit
(80
)
 
(32
)
 
(48
)
Defined Benefit Plans, Net
232

 
91

 
141

Other Comprehensive Income (Loss)
$
8,753

 
$
3,455

 
$
5,298

 
 
 
 
 
 
Six Months Ended June 30, 2017
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
12,222

 
$
4,824

 
$
7,398

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
995

 
393

 
602

Net Unrealized Gains (Losses) on Investment Securities
13,217

 
5,217

 
8,000

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
645

 
255

 
390

Amortization of Prior Service Credit
(161
)
 
(64
)
 
(97
)
Defined Benefit Plans, Net
484

 
191

 
293

Other Comprehensive Income (Loss)
$
13,701

 
$
5,408

 
$
8,293

 
 
 
 
 
 
Six Months Ended June 30, 2016
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities:
 

 
 

 
 

Net Unrealized Gains (Losses) Arising During the Period
$
22,223

 
$
8,773

 
$
13,450

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
663

 
262

 
401

Net Unrealized Gains (Losses) on Investment Securities
22,886

 
9,035

 
13,851

Defined Benefit Plans:
 

 
 

 
 

Amortization of Net Actuarial Losses (Gains)
626

 
247

 
379

Amortization of Prior Service Credit
(161
)
 
(64
)
 
(97
)
Defined Benefit Plans, Net
465

 
183

 
282

Other Comprehensive Income (Loss)
$
23,351

 
$
9,218

 
$
14,133

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.


31


The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2017 and 2016:
(dollars in thousands)
 
Investment Securities-Available-for-Sale

 
Investment Securities-Held-to-Maturity

 
Defined Benefit Plans

 
Accumulated Other Comprehensive Income (Loss)

Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
5,859

 
$
(5,979
)
 
$
(28,746
)
 
$
(28,866
)
Other Comprehensive Income (Loss) Before Reclassifications
 
2,809

 

 

 
2,809

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 

 
297

 
147

 
444

Total Other Comprehensive Income (Loss)
 
2,809

 
297

 
147

 
3,253

Balance at End of Period
 
$
8,668

 
$
(5,682
)
 
$
(28,599
)
 
$
(25,613
)
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
20,998

 
$
(7,000
)
 
$
(28,720
)
 
$
(14,722
)
Other Comprehensive Income (Loss) Before Reclassifications
 
5,011

 

 

 
5,011

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 

 
146

 
141

 
287

Total Other Comprehensive Income (Loss)
 
5,011

 
146

 
141

 
5,298

Balance at End of Period
 
$
26,009

 
$
(6,854
)
 
$
(28,579
)
 
$
(9,424
)
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
1,270

 
$
(6,284
)
 
$
(28,892
)
 
$
(33,906
)
Other Comprehensive Income (Loss) Before Reclassifications
 
7,398

 

 

 
7,398

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 

 
602

 
293

 
895

Total Other Comprehensive Income (Loss)
 
7,398

 
602

 
293

 
8,293

Balance at End of Period
 
$
8,668

 
$
(5,682
)
 
$
(28,599
)
 
$
(25,613
)
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Balance at Beginning of Period
 
$
12,559

 
$
(7,255
)
 
$
(28,861
)
 
$
(23,557
)
Other Comprehensive Income (Loss) Before Reclassifications
 
13,450

 

 

 
13,450

Amounts Reclassified from Accumulated Other
        Comprehensive Income (Loss)
 

 
401

 
282

 
683

Total Other Comprehensive Income (Loss)
 
13,450

 
401

 
282

 
14,133

Balance at End of Period
 
$
26,009

 
$
(6,854
)
 
$
(28,579
)
 
$
(9,424
)


32


The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2017 and 2016:
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 June 30,
 
(dollars in thousands)
2017

2016

 
Amortization of Unrealized Holding Gains (Losses) on
     Investment Securities Held-to-Maturity
$
(491
)
$
(242
)
Interest Income
 
194

96

Provision for Income Tax
 
(297
)
(146
)
Net of Tax
 
 
 
 
Amortization of Defined Benefit Plan Items
 
 
 
Prior Service Credit 2
80

80

 
Net Actuarial Losses 2
(322
)
(312
)
 
 
(242
)
(232
)
Total Before Tax
 
95

91

Provision for Income Tax
 
(147
)
(141
)
Net of Tax
 
 
 
 
Total Reclassifications for the Period
$
(444
)
$
(287
)
Net of Tax
 
 
 
 
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
 
Six Months Ended June 30,
 
(dollars in thousands)
2017

2016

 
Amortization of Unrealized Holding Gains (Losses) on
     Investment Securities Held-to-Maturity
$
(995
)
$
(663
)
Interest Income
 
393

262

Provision for Income Tax
 
(602
)
(401
)
Net of Tax
 
 
 
 
Amortization of Defined Benefit Plan Items
 
 
 
Prior Service Credit 2
161

161

 
Net Actuarial Losses 2
(645
)
(626
)
 
 
(484
)
(465
)
Total Before Tax
 
191

183

Provision for Income Tax
 
(293
)
(282
)
Net of Tax
 
 
 
 
Total Reclassifications for the Period
$
(895
)
$
(683
)
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).


33


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 and six months ended June 30, 2017 and 2016:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017

 
2016

 
2017

 
2016

Denominator for Basic Earnings Per Share
42,353,976

 
42,729,731

 
42,379,730

 
42,825,369

Dilutive Effect of Equity Based Awards
304,909

 
213,229

 
324,280

 
207,830

Denominator for Diluted Earnings Per Share
42,658,885

 
42,942,960

 
42,704,010

 
43,033,199

 
 
 
 
 
 
 
 
Antidilutive Stock Options and Restricted Stock Outstanding
7,127

 

 

 
1,438


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 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 some types of consumer insurance products.  Products and services from Retail Banking are delivered to customers through 69 branch locations and 388 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a 24-hour customer service center, and a mobile banking service.


34


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 as well as public deposits are offered to middle-market and large companies in Hawaii and the Pacific Islands.  In addition, Commercial Banking offers deposit products to government entities in Hawaii. 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 groups assist 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, 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.



35


Selected business segment financial information as of and for the three and six months ended June 30, 2017 and 2016 were as follows:

(dollars in thousands)
Retail Banking

 
Commercial Banking

 
Investment Services

 
Treasury
and Other

 
Consolidated Total

Three Months Ended June 30, 2017
 

 
 

 
 

 
 

 
 

Net Interest Income
$
66,348

 
$
41,737

 
$
6,714

 
$
(2,520
)
 
$
112,279

Provision for Credit Losses
3,099

 
(132
)
 
(6
)
 
1,289

 
4,250

Net Interest Income After Provision for Credit Losses
63,249

 
41,869

 
6,720

 
(3,809
)
 
108,029

Noninterest Income
21,920

 
5,876

 
15,247

 
2,193

 
45,236

Noninterest Expense
(52,018
)
 
(18,407
)
 
(15,295
)
 
(2,469
)
 
(88,189
)
Income Before Provision for Income Taxes
33,151

 
29,338

 
6,672

 
(4,085
)
 
65,076

Provision for Income Taxes
(11,741
)
 
(10,325
)
 
(2,469
)
 
4,121

 
(20,414
)
Net Income
$
21,410

 
$
19,013

 
$
4,203

 
$
36

 
$
44,662

Total Assets as of June 30, 2017
$
5,626,767

 
$
3,658,867

 
$
307,529

 
$
7,388,129

 
$
16,981,292

 
 
 
 
 
 
 
 
 


Three Months Ended June 30, 2016
 

 
 

 
 

 
 

 


Net Interest Income
$
60,041

 
$
38,151

 
$
6,037

 
$
(679
)
 
$
103,550

Provision for Credit Losses
2,006

 
(258
)
 
(5
)
 
(743
)
 
1,000

Net Interest Income After Provision for Credit Losses
58,035

 
38,409

 
6,042

 
64

 
102,550

Noninterest Income
21,771

 
6,438

 
15,946

 
2,364

 
46,519

Noninterest Expense
(50,758
)
 
(17,762
)
 
(14,780
)
 
(2,771
)
 
(86,071
)
Income Before Provision for Income Taxes
29,048

 
27,085

 
7,208

 
(343
)
 
62,998

Provision for Income Taxes
(10,402
)
 
(9,608
)
 
(2,667
)
 
3,924

 
(18,753
)
Net Income
$
18,646

 
$
17,477

 
$
4,541

 
$
3,581

 
$
44,245

Total Assets as of June 30, 2016
$
5,076,204

 
$
3,239,572

 
$
282,143

 
$
7,262,982

 
$
15,860,901

 
 
 
 
 
 
 
 
 


Six Months Ended June 30, 2017
 

 
 

 
 

 
 

 


Net Interest Income
$
131,505

 
$
83,668

 
$
13,364

 
$
(6,386
)
 
$
222,151

Provision for Credit Losses
6,900

 
(320
)
 
(11
)
 
2,081

 
8,650

Net Interest Income After Provision for Credit Losses
124,605

 
83,988

 
13,375

 
(8,467
)
 
213,501

Noninterest Income
42,845

 
11,314

 
29,796

 
17,197

 
101,152

Noninterest Expense
(104,278
)
 
(36,762
)
 
(30,766
)
 
(4,951
)
 
(176,757
)
Income Before Provision for Income Taxes
63,172

 
58,540

 
12,405

 
3,779

 
137,896

Provision for Income Taxes
(22,415
)
 
(20,581
)
 
(4,590
)
 
5,528

 
(42,058
)
Net Income
$
40,757

 
$
37,959

 
$
7,815

 
$
9,307

 
$
95,838

Total Assets as of June 30, 2017
$
5,626,767

 
$
3,658,867

 
$
307,529

 
$
7,388,129

 
$
16,981,292

 
 
 
 
 
 
 
 
 


Six Months Ended June 30, 2016
 

 
 

 
 

 
 

 


Net Interest Income
$
118,051

 
$
76,499

 
$
12,489

 
$
(465
)
 
$
206,574

Provision for Credit Losses
4,842

 
(6,883
)
 
(11
)
 
1,052

 
(1,000
)
Net Interest Income After Provision for Credit Losses
113,209

 
83,382

 
12,500

 
(1,517
)
 
207,574

Noninterest Income
42,577

 
14,038

 
29,971

 
16,140

 
102,726

Noninterest Expense
(103,498
)
 
(35,029
)
 
(30,207
)
 
(4,723
)
 
(173,457
)
Income Before Provision for Income Taxes
52,288

 
62,391

 
12,264

 
9,900

 
136,843

Provision for Income Taxes
(18,629
)
 
(22,264
)
 
(4,537
)
 
3,042

 
(42,388
)
Net Income
$
33,659

 
$
40,127

 
$
7,727

 
$
12,942

 
$
94,455

Total Assets as of June 30, 2016
$
5,076,204

 
$
3,239,572

 
$
282,143

 
$
7,262,982

 
$
15,860,901



36


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 and six months ended June 30, 2017 and 2016.
 
Pension Benefits
 
Postretirement Benefits
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Three Months Ended June 30,
 

 
 

 
 

 
 

Service Cost
$

 
$

 
$
123

 
$
137

Interest Cost
1,161

 
1,209

 
272

 
294

Expected Return on Plan Assets
(1,238
)
 
(1,281
)
 

 

Amortization of:
 

 
 

 
 

 
 

Prior Service Credit

 

 
(80
)
 
(80
)
Net Actuarial Losses (Gains)
432

 
388

 
(110
)
 
(76
)
Net Periodic Benefit Cost
$
355

 
$
316

 
$
205

 
$
275

 
 
 
 
 
 
 
 
Six Months Ended June 30,
 

 
 

 
 

 
 

Service Cost
$

 
$

 
$
246

 
$
274

Interest Cost
2,322

 
2,418

 
544

 
588

Expected Return on Plan Assets
(2,476
)
 
(2,562
)
 

 

Amortization of:
 

 
 

 
 

 
 

Prior Service Credit

 

 
(161
)
 
(161
)
Net Actuarial Losses (Gains)
865

 
777

 
(220
)
 
(151
)
Net Periodic Benefit Cost
$
711

 
$
633

 
$
409

 
$
550


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 and six months ended June 30, 2017, the Company contributed $0.1 million and $0.2 million, respectively, to the pension plans and $0.3 million and $0.5 million, respectively, to the postretirement benefit plan.  The Company expects to contribute a total of $10.5 million to the pension plans and $1.0 million to the postretirement benefit plan for the year ending December 31, 2017.

Note 11.  Derivative Financial Instruments

The notional amount and fair value of the Company’s derivative financial instruments as of June 30, 2017 and December 31, 2016 were as follows:
 
 
June 30, 2017
 
 
December 31, 2016
(dollars in thousands)
Notional Amount
 
 
Fair Value

 
Notional Amount
 
 
Fair Value

Interest Rate Lock Commitments
 
$
52,710

 
$
1,039

 
 
$
55,223

 
$
1,067

Forward Commitments
 
59,169

 
39

 
 
104,962

 
847

Interest Rate Swap Agreements
 
 
 
 
 
 
 
 
 
Receive Fixed/Pay Variable Swaps
 
382,524

 
2,405

 
 
357,441

 
1,381

Pay Fixed/Receive Variable Swaps
 
382,524

 
(2,075
)
 
 
357,441

 
(1,395
)
Foreign Exchange Contracts
 
42,172

 
(151
)
 
 
38,172

 
(757
)

The following table presents the Company’s derivative financial instruments, their fair values, and their location in the consolidated statements of condition as of June 30, 2017 and December 31, 2016:
Derivative Financial Instruments
June 30, 2017
 
December 31, 2016
Not Designated as Hedging Instruments 1
Asset

 
Liability

 
Asset

 
Liability

(dollars in thousands)
Derivatives

 
Derivatives

 
Derivatives

 
Derivatives

Interest Rate Lock Commitments
$
1,042

 
$
3

 
$
1,236

 
$
169

Forward Commitments
126

 
87

 
873

 
26

Interest Rate Swap Agreements
10,974

 
10,644

 
11,569

 
11,583

Foreign Exchange Contracts
141

 
292

 
53

 
810

Total
$
12,283

 
$
11,026

 
$
13,731

 
$
12,588

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


37


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 and six months ended June 30, 2017 and 2016:
 
Location of
 
 
 
 
 
 
 
 
Derivative Financial Instruments
Net Gains (Losses)
 
Three Months Ended
 
Six Months Ended
Not Designated as Hedging Instruments
Recognized in the
 
June 30,
 
June 30,
(dollars in thousands)
Statements of Income
 
2017

 
2016

 
2017

 
2016

Interest Rate Lock Commitments
Mortgage Banking
 
$
1,655

 
$
2,973

 
$
2,922

 
$
3,959

Forward Commitments
Mortgage Banking
 
(465
)
 
(1,017
)
 
(889
)
 
(1,496
)
Interest Rate Swap Agreements
Other Noninterest Income
 
525

 
713

 
680

 
822

Foreign Exchange Contracts
Other Noninterest Income
 
796

 
764

 
1,846

 
1,473

Total
 
 
$
2,511

 
$
3,433

 
$
4,559

 
$
4,758


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 June 30, 2017 and December 31, 2016, 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.

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 interest rate 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 cash or 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 financial institution counterparties may contain credit-risk-related contingent features tied to a specified credit rating of the Company.  Under these provisions, should the Company’s specified rating fall below a particular level (e.g., investment grade rating), or if the Company no longer obtains the specified rating, the counterparty may require the Company to pledge collateral on an immediate and ongoing basis (subject to the requirement that such swaps are in a net liability position beyond the level specified in the contract), or require immediate settlement of the swap

38


agreement.  Other credit-risk-related contingent features may also allow the counterparty to require immediate settlement of the swap agreement if the Company fails to maintain a specified minimum level of capitalization. 

With regard to derivative contracts not centrally cleared through a clearinghouse, new regulations require collateral to be posted by the party with a net liability position (i.e., the threshold for posting collateral was reduced to zero, subject to certain minimum transfer amounts).  The requirements generally apply to new derivative contracts entered into after the applicable compliance date of the regulation (March 1, 2017 for the Company), although certain counterparties may elect to apply lower thresholds to existing contracts.

Parties to a centrally cleared over-the-counter derivative exchange daily payments that reflect the daily change in value of the derivative. These payments are commonly referred to as variation margin. Historically, variation margin payments have typically been treated as collateral against the derivative position. Effective 2017, the Chicago Mercantile Exchange and LCH.Clearnet Limited (collectively, the “clearinghouses”) amended their rulebooks to legally characterize variation margin payments for over-the-counter derivatives they clear as settlements of the derivatives’ mark-to-market exposure rather than collateral against the exposures. This rule change effectively results in any derivative cleared through the clearinghouses to have a fair value that approximates zero on a daily basis. During the second quarter of 2017, the Company executed its first swap agreements cleared through the clearinghouses. As of June 30, 2017, the application of the rule change reduced the swap agreement liability by $0.4 million, as reflected in the table above. Going forward, the Company expects most of the swap agreements executed with third party financial institutions will be required to be cleared through the clearinghouses. The uncleared swap agreements executed with third party financial institutions will remain subject to the collateral requirements and credit-risk-related contingent features described in the previous paragraphs, and therefore, are not subject to the variation margin rule change. Likewise, the swap agreements executed with the Company’s commercial banking customers will remain uncleared and will also not be subject to the variation margin rule change.

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 June 30, 2017, 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 June 30, 2017 and December 31, 2016 were as follows:
(dollars in thousands)
June 30,
2017

 
December 31,
2016

Unfunded Commitments to Extend Credit
$
2,800,247

 
$
2,732,734

Standby Letters of Credit
120,070

 
112,830

Commercial Letters of Credit
17,219

 
16,269

Total Credit Commitments
$
2,937,536

 
$
2,861,833


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.


39


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 within 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 claims 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 these 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 June 30, 2017, the unpaid principal balance of residential mortgage loans sold by the Company was $2.6 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 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 six months ended June 30, 2017, there was one residential mortgage loan repurchased with an aggregate unpaid principal balance of $0.2 million as a result of the representation and warranty provisions contained in these contracts. As of June 30, 2017, 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

40


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 six months ended June 30, 2017, there were no loans repurchased related to loan servicing activities. As of June 30, 2017, 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 June 30, 2017, management believes that this exposure is not material due to the historical level of repurchase requests and loss trends and thus has not established a liability for losses related to mortgage loan repurchases. As of June 30, 2017, 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

41


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 June 30, 2017 and December 31, 2016, 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 a market yield 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

42


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 June 30, 2017 and December 31, 2016, the conversion rate swap agreements were valued at zero as reductions to the conversion ratio were neither probable nor reasonably estimable by management. 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.


43


The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016:
 
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

June 30, 2017
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
541

 
$
432,436

 
$

 
$
432,977

Debt Securities Issued by States and Political Subdivisions

 
667,881

 

 
667,881

Debt Securities Issued by Corporations

 
265,249

 

 
265,249

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies

 
265,542

 

 
265,542

  Residential - U.S. Government-Sponsored Enterprises

 
609,901

 

 
609,901

    Commercial - Government Agencies

 
75,178

 

 
75,178

Total Mortgage-Backed Securities

 
950,621

 

 
950,621

Total Investment Securities Available-for-Sale
541

 
2,316,187



 
2,316,728

Loans Held for Sale

 
20,354

 

 
20,354

Mortgage Servicing Rights

 

 
1,548

 
1,548

Other Assets
25,899

 

 

 
25,899

Derivatives 1

 
267

 
12,016

 
12,283

Total Assets Measured at Fair Value on a
Recurring Basis as of June 30, 2017
$
26,440

 
$
2,336,808

 
$
13,564

 
$
2,376,812

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Derivatives 1
$

 
$
379

 
$
10,647

 
$
11,026

Total Liabilities Measured at Fair Value on a
Recurring Basis as of June 30, 2017
$

 
$
379


$
10,647

 
$
11,026

 
 
 
 
 
 
 
 
December 31, 2016
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury
      and Government Agencies
$
539

 
$
408,176

 
$

 
$
408,715

Debt Securities Issued by States and Political Subdivisions

 
671,799

 

 
671,799

Debt Securities Issued by Corporations

 
269,179

 

 
269,179

Mortgage-Backed Securities:
 

 
 

 
 

 


  Residential - Government Agencies

 
243,844

 

 
243,844

  Residential - U.S. Government-Sponsored Enterprises

 
506,987

 

 
506,987

    Commercial - Government Agencies

 
85,517

 

 
85,517

Total Mortgage-Backed Securities

 
836,348




836,348

Total Investment Securities Available-for-Sale
539

 
2,185,502



 
2,186,041

Loans Held for Sale

 
62,499

 

 
62,499

Mortgage Servicing Rights

 

 
1,655

 
1,655

Other Assets
21,952

 

 

 
21,952

Derivatives 1

 
926

 
12,805

 
13,731

Total Assets Measured at Fair Value on a
Recurring Basis as of December 31, 2016
$
22,491

 
$
2,248,927

 
$
14,460

 
$
2,285,878

 
 
 
 
 
 
 


Liabilities:
 

 
 

 
 

 


Derivatives 1
$

 
$
836

 
$
11,752

 
$
12,588

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

 
$
836


$
11,752

 
$
12,588

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

44


For the three and six months ended June 30, 2017 and 2016, 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 June 30, 2017
 

 
 

Balance as of April 1, 2017
$
1,586

 
$
1,248

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(38
)
 
1,640

Transfers to Loans Held for Sale

 
(1,877
)
Variation Margin Payments

 
358

Balance as of June 30, 2017
$
1,548

 
$
1,369

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of June 30, 2017
$

 
$
1,369

 
 
 
 
Three Months Ended June 30, 2016
 

 
 

Balance as of April 1, 2016
$
1,910

 
$
371

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(91
)
 
2,883

Transfers to Loans Held for Sale

 
(1,346
)
Balance as of June 30, 2016
$
1,819

 
$
1,908

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of June 30, 2016
$

 
$
1,908

 
 
 
 
Six Months Ended June 30, 2017
 

 
 

Balance as of January 1, 2017
$
1,655

 
$
1,053

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(107
)
 
2,908

Transfers to Loans Held for Sale

 
(2,950
)
Variation Margin Payments

 
358

Balance as of June 30, 2017
$
1,548

 
$
1,369

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of June 30, 2017
$

 
$
1,369

 
 
 
 
Six Months Ended June 30, 2016
 

 
 

Balance as of January 1, 2016
$
1,970

 
$
240

Realized and Unrealized Net Gains (Losses):
 

 
 

Included in Net Income
(151
)
 
3,854

Transfers to Loans Held for Sale

 
(2,186
)
Balance as of June 30, 2016
$
1,819

 
$
1,908

Total Unrealized Net Gains (Losses) Included in Net Income
Related to Assets Still Held as of June 30, 2016
$

 
$
1,908

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.

45


For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of June 30, 2017 and December 31, 2016, 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
 
June 30,
2017

 
Dec. 31,
2016

 
June 30,
2017

 
Dec. 31,
2016

Mortgage Servicing Rights
 
Discounted Cash Flow
 
Constant Prepayment Rate 1
 
8.60
%
 
8.13
%
 
$
27,027

 
$
26,803

 
 
 
 
Discount Rate 2
 
8.87
%
 
9.33
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Derivative Assets and Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Lock Commitments
 
Pricing Model
 
Closing Ratio
 
92.89
%
 
92.26
%
 
$
1,039

 
$
1,067

Interest Rate Swap Agreements
 
Discounted Cash Flow
 
Credit Factor
 
0.25
%
 
0.13
%
 
$
330

 
$
(14
)
1 
Represents annualized loan repayment rate assumption.
2 
Derived from multiple interest rate scenarios that incorporate a spread to a market yield 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.

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.


46


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 June 30, 2017. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2016.

(dollars in thousands)
Fair Value
Hierarchy
 
Net Carrying
Amount

 
Valuation
Allowance

June 30, 2017
 
 
 
 
 
Mortgage Servicing Rights - amortization method
Level 3
 
$
22,923

 
$
53


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.

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.

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 June 30, 2017 and December 31, 2016.
(dollars in thousands)
Aggregate Fair Value

 
Aggregate Unpaid Principal
 
 
Aggregate Fair Value
Less Aggregate
 Unpaid Principal
 
June 30, 2017
 

 
 
 

 
 
 

Loans Held for Sale
$
20,354

 
 
$
19,987

 
 
$
367

 
 
 
 
 
 
 
 
December 31, 2016
 

 
 
 

 
 
 

Loans Held for Sale
$
62,499

 
 
$
61,782

 
 
$
717

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 and six months ended June 30, 2017 and 2016, 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.


47


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.  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.


48


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 June 30, 2017 and December 31, 2016.  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)

June 30, 2017
 

 
 

 
 

 
 

 
 

Financial Instruments - Assets
 

 
 

 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
3,782,702

 
$
3,785,641

 
$
499,838

 
$
3,285,803

 
$

Loans 1
9,012,433

 
9,177,640

 

 

 
9,177,640

 
 
 


 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,683,947

 
1,679,427

 

 
1,679,427

 

Securities Sold Under Agreements to Repurchase
505,292

 
505,271

 

 
505,271

 

Other Debt 2
257,153

 
256,654

 

 
256,654

 

 
 
 


 
 
 
 
 
 
December 31, 2016
 

 


 
 

 
 

 
 

Financial Instruments - Assets
 

 


 
 

 
 

 
 

Investment Securities Held-to-Maturity
$
3,832,997

 
$
3,827,527

 
$
530,940

 
$
3,296,587

 
$

Loans 1
8,583,726

 
8,743,191

 

 

 
8,743,191

 
 
 
 
 
 
 
 
 
 
Financial Instruments - Liabilities
 

 


 
 

 
 

 
 

Time Deposits
1,217,707

 
1,213,705

 

 
1,213,705

 

Securities Sold Under Agreements to Repurchase
523,378

 
523,374

 

 
523,374

 

Other Debt 2
257,153

 
256,718

 

 
256,718

 

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


49


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 U.S. Securities and Exchange Commission (the “SEC”). 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”) and the new administration’s review of potential changes to such initiatives; 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, 2016, and subsequent periodic and current reports filed with 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.


50


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 second quarter of 2017 due to a continuation of the strong tourism market, active construction industry, low unemployment, and robust real estate market.  For the first five months of 2017, total visitor arrivals increased 4.2% while total visitor spending increased 9.8% compared to the same period in 2016. The statewide seasonally-adjusted unemployment rate was 2.7% in June 2017 compared to 4.4% nationally. For the first six months of 2017, the volume of single-family home sales on Oahu increased 4.4%, while the volume of condominium sales on Oahu increased 6.0% compared with the same period in 2016.  The median price of single-family home sales and condominium sales on Oahu increased 3.2% and 3.6%, respectively, for the first six months of 2017 compared to the same period in 2016. As of June 30, 2017, months of inventory of single-family homes and condominiums on Oahu remained low at 2.7 months and 2.8 months, respectively.

Earnings Summary

Net income for the second quarter of 2017 was $44.7 million, an increase of $0.4 million or 1% compared to the same period in 2016.  Diluted earnings per share was $1.05 for the second quarter of 2017, an increase of $0.02 or 2% compared to the same period in 2016.

Our higher earnings for the second quarter of 2017 were primarily due to the following:

Net interest income for the second quarter of 2017 was $112.3 million, an increase of $8.7 million or 8% compared to the same period in 2016. This increase was primarily due to a higher level of earning assets, including growth in both our commercial and consumer lending portfolios, combined with a higher net interest margin. The higher level of earning assets was primarily funded by higher deposit balances. Our net interest margin was 2.92% in the second quarter of 2017, an increase of 7 basis points compared to the same period in 2016. The higher margin in 2017 was primarily due to our loans, which generally have higher yields than our investment securities, comprising a larger percentage of our earning assets compared to 2016.
This increase was partially offset by the following:

Provision for credit losses for the second quarter of 2017 was $4.3 million, an increase of $3.3 million compared to the same period in 2016. The level of the provision recorded is reflective of our evaluation of the adequacy of the Allowance.
Provision for income taxes for the second quarter of 2017 was $20.4 million, an increase of $1.7 million or 9% compared to the same period in 2016. The second quarter of 2016 was favorably impacted by a $1.3 million credit to the provision for income taxes resulting from the release of state tax reserves due to the lapse in the statute of limitations related to prior tax years.
Net occupancy expense for the second quarter of 2017 was $8.1 million, an increase of $1.0 million or 14% compared to the same period in 2016 primarily due to a $1.3 million gain on sale of real estate property in Maui during the second quarter of 2016.
Trust and asset management income for the second quarter of 2017 was $11.8 million, a decrease of $0.9 million or 7% compared to the same period in 2016 primarily due to a $1.2 million service fee resulting from the sale of real estate property in the second quarter of 2016.
Net equipment expense for the second quarter of 2017 was $5.7 million, an increase of $0.6 million or 13% compared to the same period in 2016 primarily due to an increase in software license fees and maintenance.

51


Net income for the first six months of 2017 was $95.8 million, an increase of $1.4 million or 1% compared to the same period in 2016.  Diluted earnings per share was $2.24 for the first six months of 2017, an increase of $0.05 or 2% compared to the same period in 2016.

Our higher earnings for the first six months of 2017 were primarily due to the following:

Net interest income for the first six months of 2017 was $222.2 million, an increase of $15.6 million or 8% compared to the same period in 2016. This increase was primarily due to a higher level of earning assets, including growth in both our commercial and consumer lending portfolios, combined with a higher net interest margin. The higher level of earning assets was primarily funded by higher deposit balances. Our net interest margin was 2.90% for the first six months of 2017, an increase of 4 basis points compared to the same period in 2016. The higher margin in 2017 was primarily due to our loans, which generally have higher yields than our investment securities, comprising a larger percentage of our earning assets compared to 2016.
This increase was partially offset by the following:

Provision for credit losses for the first six months of 2017 was $8.7 million compared to a $1.0 million negative provision in the same period in 2016. The negative provision was primarily due to the recovery of a commercial loan previously charged-off.
Net occupancy expense for the first six months of 2017 was $16.3 million, an increase of $2.1 million or 15% compared to the same period in 2016. This increase was primarily due to a $1.5 million gain on the sale of real estate property in Guam during the first quarter of 2016, coupled with the aforementioned $1.3 million gain on sale of real estate property in Maui during the second quarter of 2016.
Other noninterest income for the first six months of 2017 was $8.3 million, a decrease of $1.3 million or 13% compared to the same period in 2016 primarily due to a $1.6 million decrease in net gain on sale of leased assets. This decrease was partially offset by a $0.4 million increase in profit from foreign exchange contracts.

Salaries and benefits for the first six months of 2017 was $101.7 million, an increase of $0.9 million or 1% compared to the same period in 2016. Salaries increased by $2.0 million primarily due to merit increases. In addition, payroll taxes increased by $0.5 million. These increases were partially offset by a $1.0 million decrease in incentive compensation and a $0.7 million decrease in separation expense.
We maintained a strong balance sheet during the second quarter of 2017, with what we believe are adequate reserves for credit losses and high levels of liquidity and capital.
Total loans and leases were $9.4 billion as of June 30, 2017, an increase of $437.8 million or 5% from December 31, 2016 primarily due to growth in our consumer lending portfolio.
The allowance for loan and lease losses (the “Allowance”) was $106.4 million as of June 30, 2017, an increase of $2.1 million or 2% from December 31, 2016.  The Allowance represents 1.13% of total loans and leases outstanding as of June 30, 2017 and 1.17% of total loans and leases outstanding as of December 31, 2016. 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 June 30, 2017, the total carrying value of our investment securities portfolio was $6.1 billion, an increase of $80.4 million or 1% compared to December 31, 2016. During the first six months of 2017, we primarily increased our holdings in mortgage-backed securities issued by Fannie Mae. In addition, we also increased our holdings in Small Business Administration securities, while decreasing our holdings in U.S. Treasury securities. Ginnie Mae mortgage-backed securities continue to be the largest concentration in our portfolio.
Total deposits were $14.8 billion as of June 30, 2017, an increase of $464.4 million or 3% from December 31, 2016 primarily due to an increase in time deposits.
Total shareholders’ equity was $1.2 billion as of June 30, 2017, an increase of $52.2 million or 4% from December 31, 2016.  We continued to return capital to our shareholders in the form of share repurchases and dividends.  During the first six months of 2017, we repurchased 255,629 shares of our common stock at a total cost of $21.3 million under our share repurchase program and from shares purchased from employees and/or directors in connection with income tax withholdings related to the vesting of restricted stock, shares purchased for a deferred compensation plan, and stock swaps, less shares distributed from the deferred compensation plan. We also paid cash dividends of $42.8 million during the first six months of 2017.

52


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

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(dollars in thousands, except per share amounts)
2017

 
2016

 
2017

 
2016

For the Period:
 

 
 

 
 

 
 

Operating Results
 

 
 

 
 

 
 

Net Interest Income
$
112,279

 
$
103,550

 
$
222,151

 
$
206,574

Provision for Credit Losses
4,250

 
1,000

 
8,650

 
(1,000
)
Total Noninterest Income
45,236

 
46,519

 
101,152

 
102,726

Total Noninterest Expense
88,189

 
86,071

 
176,757

 
173,457

Net Income
44,662

 
44,245

 
95,838

 
94,455

Basic Earnings Per Share
1.05

 
1.04

 
2.26

 
2.21

Diluted Earnings Per Share
1.05

 
1.03

 
2.24

 
2.19

Dividends Declared Per Share
0.50

 
0.48

 
1.00

 
0.93

 
 
 
 
 
 
 
 
Performance Ratios
 

 
 

 
 

 
 

Return on Average Assets
1.09
%
 
1.14
%
 
1.17
%
 
1.22
%
Return on Average Shareholders’ Equity
14.87

 
15.56

 
16.22

 
16.71

Efficiency Ratio 1
55.99

 
57.35

 
54.67

 
56.08

Net Interest Margin 2
2.92

 
2.85

 
2.90

 
2.86

Dividend Payout Ratio 3
47.62

 
46.15

 
44.25

 
42.08

Average Shareholders’ Equity to Average Assets
7.30

 
7.31

 
7.23

 
7.29

 
 
 
 
 
 
 
 
Average Balances
 

 
 

 
 

 
 

Average Loans and Leases
$
9,217,779

 
$
8,205,104

 
$
9,119,610

 
$
8,072,600

Average Assets
16,495,925

 
15,639,596

 
16,465,435

 
15,588,335

Average Deposits
14,253,149

 
13,453,953

 
14,236,112

 
13,394,251

Average Shareholders’ Equity
1,204,837

 
1,143,884

 
1,191,157

 
1,136,722

 
 
 
 
 
 
 
 
Market Price Per Share of Common Stock
 

 
 

 
 

 
 

Closing
$
82.97

 
$
68.80

 
$
82.97

 
$
68.80

High
84.99

 
72.77

 
90.80

 
72.77

Low
75.92

 
64.96

 
75.92

 
54.55

 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2017

 
December 31,
2016

As of Period End:
 

 
 

 
 

 
 

Balance Sheet Totals
 

 
 

 
 

 
 

Loans and Leases
 
 
 
 
$
9,387,613

 
$
8,949,785

Total Assets
 
 
 
 
16,981,292

 
16,492,367

Total Deposits
 
 
 
 
14,784,649

 
14,320,240

Other Debt
 
 
 
 
267,904

 
267,938

Total Shareholders’ Equity
 
 
 
 
1,213,757

 
1,161,537

 
 
 
 
 
 
 
 
Asset Quality
 
 
 
 
 

 
 

Non-Performing Assets
 
 
 
 
$
16,368

 
$
19,761

Allowance for Loan and Lease Losses
 
 
 
 
106,353

 
104,273

Allowance to Loans and Leases Outstanding
 
 
 
 
1.13
%
 
1.17
%
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 

 
 

Common Equity Tier 1 Capital Ratio
 
 
 
 
13.34
%
 
13.24
%
Tier 1 Capital Ratio
 
 
 
 
13.34

 
13.24

Total Capital Ratio
 
 
 
 
14.58

 
14.49

Tier 1 Leverage Ratio
 
 
 
 
7.37

 
7.21

Total Shareholders’ Equity to Total Assets
 
 
 
 
7.15

 
7.04

Tangible Common Equity to Tangible Assets 4
 
 
 
 
6.97

 
6.86

Tangible Common Equity to Risk-Weighted Assets 4
 
 
 
 
13.01

 
12.81

 
 
 
 
 
 
 
 
Non-Financial Data
 
 
 
 
 

 
 

Full-Time Equivalent Employees
 
 
 
 
2,142

 
2,122

Branches
 
 
 
 
69

 
69

ATMs
 
 
 
 
388

 
449

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.

53


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)
June 30,
2017

 
December 31,
2016

Total Shareholders’ Equity
$
1,213,757

 
$
1,161,537

Less: Goodwill
31,517

 
31,517

Tangible Common Equity
$
1,182,240

 
$
1,130,020

 
 
 
 
Total Assets
$
16,981,292

 
$
16,492,367

Less: Goodwill
31,517

 
31,517

Tangible Assets
$
16,949,775

 
$
16,460,850

Risk-Weighted Assets, determined in accordance with prescribed regulatory requirements
$
9,087,057

 
$
8,823,485

 
 
 
 
Total Shareholders’ Equity to Total Assets
7.15
%
 
7.04
%
Tangible Common Equity to Tangible Assets (Non-GAAP)
6.97
%
 
6.86
%
 
 
 
 
Tier 1 Capital Ratio
13.34
%
 
13.24
%
Tangible Common Equity to Risk-Weighted Assets (Non-GAAP)
13.01
%
 
12.81
%


54


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
 
Six Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
 
Average

 
Income/

 
Yield/

 
Average

 
Income/

 
Yield/

 
Average

 
Income/

 
Yield/

 
Average

 
Income/

 
Yield/

(dollars in millions)
Balance

 
Expense

 
Rate

 
Balance

 
Expense

 
Rate

 
Balance

 
Expense

 
Rate

 
Balance

 
Expense

 
Rate

Earning Assets
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 

Interest-Bearing Deposits in Other Banks
$
3.6

 
$

 
0.29
%
 
$
4.0

 
$

 
0.17
%
 
$
3.5

 
$

 
0.42
%
 
$
4.2

 
$

 
0.30
%
Funds Sold
353.5

 
0.7

 
0.78

 
526.8

 
0.6

 
0.46

 
448.3

 
1.6

 
0.70

 
587.3

 
1.4

 
0.46

Investment Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Taxable
1,683.4

 
8.4

 
1.98

 
1,619.7

 
6.9

 
1.72

 
1,654.6

 
15.9

 
1.93

 
1,604.1

 
14.1

 
1.76

  Non-Taxable
658.9

 
5.4

 
3.26

 
691.8

 
5.5

 
3.17

 
659.8

 
10.7

 
3.26

 
703.4

 
11.1

 
3.16

Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       Taxable
3,596.1

 
18.4

 
2.05

 
3,639.5

 
18.6

 
2.05

 
3,592.9

 
36.6

 
2.04

 
3,659.5

 
37.5

 
2.05

       Non-Taxable
240.9

 
2.3

 
3.88

 
244.6

 
2.4

 
3.91

 
241.4

 
4.7

 
3.88

 
245.1

 
4.8

 
3.91

Total Investment Securities
6,179.3

 
34.5

 
2.23

 
6,195.6

 
33.4

 
2.16

 
6,148.7

 
67.9

 
2.21

 
6,212.1

 
67.5

 
2.17

Loans Held for Sale
23.8

 
0.2

 
4.04

 
19.9

 
0.2

 
3.64

 
27.1

 
0.6

 
4.01

 
16.0

 
0.3

 
3.74

Loans and Leases 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and Industrial
1,251.2

 
10.9

 
3.51

 
1,176.0

 
9.8

 
3.36

 
1,257.4

 
21.5

 
3.44

 
1,151.7

 
20.6

 
3.59

Commercial Mortgage
1,946.3

 
18.4

 
3.80

 
1,686.7

 
16.4

 
3.91

 
1,914.1

 
35.9

 
3.78

 
1,687.9

 
32.1

 
3.82

Construction
240.0

 
2.8

 
4.70

 
210.8

 
2.3

 
4.44

 
249.5

 
5.7

 
4.62

 
190.4

 
4.3

 
4.53

Commercial Lease Financing
208.0

 
1.2

 
2.27

 
196.4

 
1.2

 
2.36

 
208.3

 
2.3

 
2.22

 
197.7

 
2.5

 
2.53

Residential Mortgage
3,272.7

 
31.1

 
3.80

 
3,005.4

 
30.1

 
4.01

 
3,237.4

 
62.0

 
3.83

 
2,962.0

 
59.6

 
4.03

Home Equity
1,445.8

 
13.1

 
3.62

 
1,170.9

 
10.5

 
3.61

 
1,406.8

 
25.0

 
3.59

 
1,137.2

 
20.6

 
3.65

Automobile
474.1

 
5.9

 
4.97

 
405.9

 
5.2

 
5.18

 
467.9

 
11.6

 
5.01

 
397.2

 
10.2

 
5.19

Other 2
379.7

 
7.6

 
8.06

 
353.0

 
6.9

 
7.78

 
378.2

 
15.0

 
7.98

 
348.5

 
13.4

 
7.71

Total Loans and Leases
9,217.8

 
91.0

 
3.96

 
8,205.1

 
82.4

 
4.03

 
9,119.6

 
179.0

 
3.95

 
8,072.6

 
163.3

 
4.06

Other
41.0

 
0.2

 
2.03

 
38.1

 
0.1

 
1.61

 
40.5

 
0.4

 
2.16

 
38.2

 
0.4

 
1.91

Total Earning Assets 3
15,819.0

 
126.6

 
3.21

 
14,989.5

 
116.7

 
3.12

 
15,787.7

 
249.5

 
3.17

 
14,930.4

 
232.9

 
3.13

Cash and Due From Banks
120.8

 
 
 
 
 
120.4

 
 
 
 
 
126.5

 
 
 
 
 
125.7

 
 
 
 
Other Assets
556.1

 
 
 
 
 
529.7

 
 
 
 
 
551.2

 
 
 
 
 
532.2

 
 
 
 
Total Assets
$
16,495.9

 
 
 
 
 
$
15,639.6

 
 
 
 
 
$
16,465.4

 
 
 
 
 
$
15,588.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
 

 
 
 
 
 
 
Interest-Bearing Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand
$
2,862.7

 
$
0.5

 
0.07
%
 
$
2,738.1

 
$
0.3

 
0.04
%
 
$
2,864.6

 
$
0.8

 
0.06
%
 
$
2,749.9

 
$
0.5

 
0.04
%
Savings
5,376.9

 
1.6

 
0.12

 
5,184.8

 
1.1

 
0.09

 
5,391.4

 
2.9

 
0.11

 
5,161.2

 
2.3

 
0.09

Time
1,480.5

 
2.9

 
0.78

 
1,214.8

 
1.7

 
0.57

 
1,397.5

 
5.0

 
0.72

 
1,211.6

 
3.2

 
0.53

Total Interest-Bearing Deposits
9,720.1

 
5.0

 
0.21

 
9,137.7

 
3.1

 
0.14

 
9,653.5

 
8.7

 
0.18

 
9,122.7

 
6.0

 
0.13

Short-Term Borrowings
36.5

 
0.1

 
1.10

 
7.3

 

 
0.15

 
23.1

 
0.1

 
0.91

 
7.5

 

 
0.15

Securities Sold Under Agreements to Repurchase
505.3

 
5.1

 
3.98

 
586.8

 
6.1

 
4.14

 
508.8

 
10.2

 
4.01

 
594.9

 
12.3

 
4.09

Other Debt
267.9

 
1.1

 
1.66

 
226.8

 
1.0

 
0.18

 
267.9

 
2.2

 
1.66

 
229.5

 
2.0

 
1.77

Total Interest-Bearing Liabilities
10,529.8

 
11.3

 
0.43

 
9,958.6

 
10.2

 
0.41

 
10,453.3

 
21.2

 
0.41

 
9,954.6

 
20.3

 
0.41

Net Interest Income
 
 
$
115.3

 
 
 
 
 
$
106.5

 
 
 
 
 
$
228.3

 
 
 
 
 
$
212.6

 
 
Interest Rate Spread
 
 
 
 
2.78
%
 
 
 
 
 
2.71
%
 
 
 
 
 
2.76
%
 
 
 
 
 
2.72
%
Net Interest Margin
 
 
 
 
2.92
%
 
 
 
 
 
2.85
%
 
 
 
 
 
2.90
%
 
 
 
 
 
2.86
%
Noninterest-Bearing Demand Deposits
4,533.0

 
 
 
 
 
4,316.3

 
 
 
 
 
4,582.6

 
 
 
 
 
4,271.6

 
 
 
 
Other Liabilities
228.3

 
 
 
 
 
220.8

 
 
 
 
 
238.3

 
 
 
 
 
225.4

 
 
 
 
Shareholders’ Equity
1,204.8

 
 
 
 
 
1,143.9

 
 
 
 
 
1,191.2

 
 
 
 
 
1,136.7

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
16,495.9

 
 
 
 
 
$
15,639.6

 
 
 
 
 
$
16,465.4

 
 
 
 
 
$
15,588.3

 
 
 
 
1 
Non-performing loans and leases are included in the respective average loan and lease balances.  Income, if any, on such loans and leases is recognized on a cash basis.
2 
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 $3.1 million and $3.0 million for the three months ended June 30, 2017 and 2016, respectively, and $6.1 million and $6.0 million for the six months ended June 30, 2017 and 2016, respectively.

55


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

 
Six Months Ended June 30, 2017
 
Compared to June 30, 2016
(dollars in millions)
Volume 1

 
Rate 1

 
Total

Change in Interest Income:
 

 
 

 
 

Funds Sold
$
(0.4
)
 
$
0.6

 
$
0.2

Investment Securities
 
 
 
 
 

Available-for-Sale
 
 
 
 


  Taxable
0.4

 
1.4

 
1.8

  Non-Taxable
(0.7
)
 
0.3

 
(0.4
)
Held-to-Maturity
 
 
 
 


       Taxable
(0.7
)
 
(0.2
)
 
(0.9
)
       Non-Taxable
(0.1
)
 

 
(0.1
)
Total Investment Securities
(1.1
)
 
1.5

 
0.4

Loans Held for Sale
0.3

 

 
0.3

Loans and Leases
 
 
 
 


Commercial and Industrial
1.8

 
(0.9
)
 
0.9

Commercial Mortgage
4.2

 
(0.4
)
 
3.8

Construction
1.3

 
0.1

 
1.4

Commercial Lease Financing
0.1

 
(0.3
)
 
(0.2
)
Residential Mortgage
5.5

 
(3.1
)
 
2.4

Home Equity
4.7

 
(0.3
)
 
4.4

Automobile
1.7

 
(0.3
)
 
1.4

Other 2
1.1

 
0.5

 
1.6

Total Loans and Leases
20.4

 
(4.7
)
 
15.7

Total Change in Interest Income
19.2

 
(2.6
)
 
16.6

 
 
 
 
 
 
Change in Interest Expense:
 
 
 
 
 

Interest-Bearing Deposits
 
 
 
 
 

Demand

 
0.3

 
0.3

Savings
0.1

 
0.5

 
0.6

Time
0.6

 
1.2

 
1.8

Total Interest-Bearing Deposits
0.7

 
2.0

 
2.7

Short-Term Borrowings

 
0.1

 
0.1

Securities Sold Under Agreements to Repurchase
(1.9
)
 
(0.2
)
 
(2.1
)
Other Debt
0.3

 
(0.1
)
 
0.2

Total Change in Interest Expense
(0.9
)
 
1.8

 
0.9

 
 
 
 
 


Change in Net Interest Income
$
20.1

 
$
(4.4
)
 
$
15.7

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 $112.3 million for the second quarter of 2017, an increase of $8.7 million or 8% compared to the same period in 2016. On a taxable-equivalent basis, net interest income was $115.3 million for the second quarter of 2017, an increase of $8.8 million or 8% compared to the same period in 2016. Net interest income was $222.2 million for the first six months of 2017, an increase of $15.6 million or 8% compared to the same period in 2016. On a taxable-equivalent basis, net interest income was $228.3 million for the first six months of 2017, an increase of $15.7 million or 7% compared to the same period in 2016. This increase was primarily due to a higher level of earning assets, including growth in both our commercial and consumer lending portfolios, and higher net interest margin. The higher level of earning assets was primarily funded by higher deposit balances. Net interest margin was 2.92% for the second quarter of 2017, an increase of seven basis points

56


compared to the same period in 2016. Net interest margin was 2.90% for the first six months of 2017, an increase of four basis points compared to the same period in 2016. The higher margin in 2017 was primarily due to our loans, which generally have higher yields than our investment securities, comprising a larger percentage of our earning assets compared to 2016.
Yields on our earning assets increased by nine basis points in the second quarter of 2017 compared to the same period in 2016 primarily due to the aforementioned shift in the mix of our earning assets from investment securities to loans, which generally have higher yields. In addition, yields on our commercial and industrial loan portfolio increased by 15 basis points primarily due to higher yields on floating rate loans. Yields on our investment securities portfolio increased by seven basis points primarily due to the higher interest rate environment and lower premium amortization. These yield increases were partially offset by a 21 basis point yield decrease in our residential mortgage loan portfolio, primarily due to continued payoff activity of higher-rate mortgage loans and the addition of lower-rate mortgage loans to our portfolio. Yields on our earning assets increased by four basis points for the first six months of 2017 compared to the same period in 2016 primarily due to the aforementioned shift in the mix of our earning assets from investment securities to loans. In addition, yields on our investment securities portfolio increased by four basis points primarily due to the higher interest rate environment and lower premium amortization. Partially offsetting the year-to-date yield increase was a 20 basis point yield decrease in our residential mortgage loan portfolio, primarily due to continued payoff activity of higher-rate mortgage loans and the addition of lower-rate mortgage loans to our portfolio. Yields on our commercial and industrial portfolio decreased by 15 basis points primarily due to an additional $1.3 million of interest income in the first quarter of 2016 due to the recovery of a non-performing loan in Guam, partially offset by higher yields on floating rate loans.

Rates paid on our interest-bearing liabilities increased by two basis points in the second quarter of 2017 and remained relatively unchanged for the first six months of 2017 compared to the same periods in 2016. Interest rates paid on our time deposits increased by 21 basis points in the second quarter of 2017 and by 19 basis points for the first six months of 2017 compared to the same periods in 2016, a reflection of the higher interest rate environment. This increase to our funding costs was largely offset by growth in our demand and savings deposits, which generally have lower rates than other funding sources. The average balance of these deposits increased by $316.7 million or 4% in the second quarter of 2017 and by $344.9 million or 4% for the first six months of 2017 compared to the same periods in 2016. Rates paid on our repurchase agreements decreased by 16 basis points in the second quarter of 2017 and by 8 basis points for the first six months of 2017 compared to the same periods in 2016 primarily due to repurchase agreements with private institutions totaling $75.0 million, which carried relatively higher rates, maturing during the second half of 2016. In addition, during the second quarter of 2017, we restructured three of our repurchase agreements with private institutions with an aggregate total of $200.0 million. These repurchase agreements were to mature in 2018 and had a weighted-average interest rate of 3.94%. The restructuring of the agreements extended the maturity dates to June 2022 and lowered the weighted-average interest rate to 2.70% effective June 2017.

Average balances of our earning assets increased by $829.5 million or 6% in the second quarter of 2017 and by $857.3 million or 6% for the first six months of 2017 compared to the same periods in 2016 primarily due to loan growth as the average balances of our loan and lease portfolio increased by $1.0 billion for both the second quarter of 2017 and the first six months of 2017 compared to the same periods in 2016. The average balance of our commercial and industrial portfolio increased by $75.2 million in the second quarter of 2017 and by $105.7 million for the first six months of 2017 compared to the same periods in 2016 primarily due to an increase in corporate demand for funding. The average balance of our commercial mortgage portfolio increased by $259.6 million in the second quarter of 2017 and by $226.2 million for the first six months of 2017 compared to the same periods in 2016 as a result of 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 $267.3 million in the second quarter of 2017 and by $275.4 million for the first six months of 2017 compared to the same periods in 2016 primarily due to an increase in loan origination and refinance activity. The average balance of our home equity portfolio increased by $274.9 million in the second quarter of 2017 and by $269.6 million for the first six months of 2017 compared to the same periods in 2016 due in large part to the continued strong economy and increase in new loan originations. In addition, we experienced healthy line utilization during 2017. Partially offsetting the increase in the average balances of our loan and lease portfolio was a $16.3 million decrease in the average balance of our investment securities portfolio in the second quarter of 2017 and a $63.4 million decrease for the first six months of 2017 compared to the same periods in 2016 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 $571.2 million or 6% in the second quarter of 2017 and by $498.7 million or 5% for the first six months of 2017 compared to the same periods in 2016 primarily due to continued growth in our relationship checking and savings products, along with growth in our time deposits. Average balances of our interest-bearing demand accounts increased by $124.6 million for the second quarter of 2017 and by $114.7 million for the first six months of 2017 compared to the same periods in 2016. Average balances of our savings accounts increased by $192.1 million for the second quarter of 2017 and by $230.2 million for the first six months of 2017 compared to the same periods in 2016.

57


Average balances of our time deposits increased by $265.7 million for the second quarter of 2017 and by $185.9 million for the first six months of 2017 compared to the same periods in 2016.
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 we believe 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 provision of $4.3 million in the second quarter of 2017 compared to a $1.0 million provision in the same period in 2016. For the first six months of 2017, we recorded a provision of $8.7 million compared to a negative provision of $1.0 million for the same period in 2016. The negative provision was primarily due to the recovery of a commercial loan previously charged-off. Our decision to record a provision or negative provision is reflective of our evaluation of the adequacy of the Allowance. For further discussion on the Allowance, see “Corporate Risk Profile - Reserve for Credit Losses” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Noninterest Income

Noninterest income decreased by $1.3 million or 3% in the second quarter of 2017 and by $1.6 million or 2% for the first six months of 2017 compared to the same periods in 2016.

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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2017

 
2016

 
Change

 
2017

 
2016

 
Change

Trust and Asset Management
$
11,796

 
$
12,707

 
$
(911
)
 
$
23,275

 
$
23,963

 
$
(688
)
Mortgage Banking
3,819

 
4,088

 
(269
)
 
7,119

 
7,277

 
(158
)
Service Charges on Deposit Accounts
8,009

 
8,150

 
(141
)
 
16,334

 
16,593

 
(259
)
Fees, Exchange, and Other Service Charges
13,965

 
13,978

 
(13
)
 
27,297

 
27,422

 
(125
)
Investment Securities Gains (Losses), Net
(520
)
 
(312
)
 
(208
)
 
11,613

 
10,868

 
745

Annuity and Insurance
2,161

 
2,006

 
155

 
4,156

 
3,907

 
249

Bank-Owned Life Insurance
1,550

 
1,551

 
(1
)
 
3,047

 
3,099

 
(52
)
Other Income
4,456

 
4,351

 
105

 
8,311

 
9,597

 
(1,286
)
Total Noninterest Income
$
45,236

 
$
46,519

 
$
(1,283
)
 
$
101,152

 
$
102,726

 
$
(1,574
)

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 $9.0 billion and $8.8 billion as of June 30, 2017 and 2016, respectively.  Trust and asset management income decreased by $0.9 million or 7% in the second quarter of 2017 compared to the same period in 2016. This decrease was primarily due to a $1.2 million service fee resulting from the sale of real estate in the second quarter of 2016. Trust and asset management income decreased by $0.7 million or 3% for the first six months of 2017 compared to the same period in 2016. This decrease was primarily due to the aforementioned $1.2 million service fee resulting from the sale of real estate in the second quarter of 2016. This decrease was partially offset by a $0.3 million increase in agency fees.

Mortgage banking income is highly influenced by mortgage interest rates, the housing market, the amount of our loan sales, and our valuation of mortgage servicing rights.  Mortgage banking income decreased by $0.3 million or 7% in the second quarter of 2017 and by $0.2 million or 2% for the first six months of 2017 compared to the same periods in 2016. These decreases were primarily due to lower loan sales and reduced margins on those sales. This decrease was partially offset by a $2.6 million valuation impairment to our mortgage servicing rights, recorded in the second quarter of 2016.

Service charges on deposit accounts decreased by $0.1 million or 2% in the second quarter of 2017 and by $0.3 million or 2% for the first six months of 2017 compared to the same periods in 2016 primarily due to a decrease in overdraft fees.


58


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 remained relatively unchanged in the second quarter of 2017 and for the first six months of 2017 compared to the same periods in 2016.

Net losses on sales of investment securities totaled $0.5 million in the second quarter of 2017 compared to $0.3 million during the same period in 2016. The net losses in the second quarters of 2017 and 2016 were due to quarterly fees paid to the counterparties of our prior Visa Class B share sale transactions. Net gains on sales of investment securities totaled $11.6 million for the first six months of 2017 compared to $10.9 million during the same period in 2016. The net gain in 2017 was primarily due to a $12.1 million gain on the sale of 90,000 Visa Class B shares in the first quarter of 2017. The net gain in 2016 was primarily due to an $11.2 million gain on the sale of 100,000 Visa Class B shares in the first quarter of 2016. 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 90,914 Visa Class B shares (149,854 Class A equivalent shares) that we own are carried at a zero cost basis.

Other noninterest income increased by $0.1 million or 2% in the second quarter of 2017 and decreased by $1.3 million or 13% compared to the same periods in 2016. The year-to-date decrease was primarily due to a $1.6 million decrease in net gain on sale of leased assets (from $2.0 million in 2016 to $0.4 million in 2017). This decrease was partially offset by a $0.4 million increase in profit from foreign exchange contracts.

Noninterest Expense

Noninterest expense increased by $2.1 million or 2% in the second quarter of 2017 and by $3.3 million or 2% for the first six months of 2017 compared to the same periods in 2016.

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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2017

 
2016

 
Change

 
2017

 
2016

 
Change

Salaries
$
30,553

 
$
28,797

 
$
1,756

 
$
59,978

 
$
57,938

 
$
2,040

Incentive Compensation
5,125

 
5,917

 
(792
)
 
10,899

 
11,882

 
(983
)
Share-Based Compensation
2,879

 
2,746

 
133

 
5,182

 
5,056

 
126

Commission Expense
1,791

 
2,151

 
(360
)
 
3,627

 
3,508

 
119

Retirement and Other Benefits
4,159

 
4,092

 
67

 
9,200

 
9,046

 
154

Payroll Taxes
2,427

 
2,288

 
139

 
6,371

 
5,865

 
506

Medical, Dental, and Life Insurance
3,136

 
3,872

 
(736
)
 
6,415

 
6,764

 
(349
)
Separation Expense
43

 
426

 
(383
)
 
43

 
744

 
(701
)
Total Salaries and Benefits
50,113

 
50,289


(176
)

101,715


100,803


912

Net Occupancy
8,131

 
7,158

 
973

 
16,299

 
14,161

 
2,138

Net Equipment
5,706

 
5,065

 
641

 
11,207

 
10,474

 
733

Data Processing
3,881

 
3,972

 
(91
)
 
7,291

 
7,923

 
(632
)
Professional Fees
2,592

 
2,047

 
545

 
5,371

 
4,686

 
685

FDIC Insurance
2,097

 
2,144

 
(47
)
 
4,306

 
4,496

 
(190
)
Other Expense:
 
 
 
 

 
 
 
 
 

Delivery and Postage Services
2,207

 
2,431

 
(224
)
 
4,540

 
4,884

 
(344
)
Mileage Program Travel
1,210

 
1,239

 
(29
)
 
2,335

 
2,330

 
5

Merchant Transaction and Card Processing Fees
1,099

 
1,113

 
(14
)
 
2,036

 
2,257

 
(221
)
Advertising
1,269

 
1,563

 
(294
)
 
2,551

 
2,877

 
(326
)
Amortization of Solar Energy Partnership Investments
848

 
632

 
216

 
1,696

 
1,264

 
432

Other
9,036

 
8,418

 
618

 
17,410

 
17,302

 
108

Total Other Expense
15,669

 
15,396

 
273

 
30,568

 
30,914

 
(346
)
Total Noninterest Expense
$
88,189

 
$
86,071

 
$
2,118

 
$
176,757

 
$
173,457

 
$
3,300



59


Total salaries and benefits expense remained relatively unchanged in the second quarter of 2017 compared to the same period in 2016. Salaries increased by $1.8 million primarily due to merit increases. This increase was largely offset by a $0.8 million decrease in incentive compensation and a $0.7 million decrease in medical, dental, and life insurance expense primarily due to an adjustment to the medical reserve in the second quarter of 2016. Total salaries and benefits expense increased by $0.9 million or 1% for the first six months of 2017 compared to the same period in 2016. Salaries increased by $2.0 million primarily due to merit increases. In addition, payroll taxes increased by $0.5 million. These increases were partially offset by a $1.0 million decrease in incentive compensation and a $0.7 million decrease in separation expense.

Net occupancy expense increased by $1.0 million or 14% in the second quarter of 2017 compared to the same period in 2016 primarily due to a $1.3 million gain on sale of real estate property in Maui during the second quarter of 2016. Net occupancy expense increased by $2.1 million or 15% for the first six months of 2017 compared to the same period in 2016. This increase was primarily due to a $1.5 million gain on the sale of real estate property in Guam during the first quarter of 2016, coupled with the aforementioned $1.3 million gain on sale of real estate property in Maui during the second quarter of 2016.

Net equipment expense increased by $0.6 million or 13% in the second quarter of 2017 and by $0.7 million or 7% for the first six months of 2017 compared to the same periods in 2016 primarily due to an increase in software license fees and maintenance.

Data processing expense decreased by $0.1 million or 2% in the second quarter of 2017 and by $0.6 million or 8% for the first six months of 2017 compared to the same periods in 2016. The year-to-date decrease was primarily due to lower pricing on information technology related expenses.

Professional fees increased by $0.5 million or 27% in the second quarter of 2017 compared to the same period in 2016 primarily due to a $0.3 million increase in professional services in our mortgage division. Professional fees increased by $0.7 million or 15% for the first six months of 2017 compared to the same period in 2016. This increase was primarily due to a $0.5 million increase in professional services in our mortgage division and a $0.4 million increase in legal fees.

Total other expense increased by $0.3 million or 2% in the second quarter of 2017 and decreased by $0.3 million or 1% for the first six months of 2017 compared to the same periods in 2016. The year-to-date decrease was primarily due to decreases in delivery and postage services ($0.3 million) and advertising expense ($0.3 million), partially offset by an increase in our investment in solar energy tax credit partnerships, which caused the related amortization expense to increase by $0.4 million. However, the federal and state tax benefits related to these partnership investments resulted in a net benefit to overall net income.

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
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Provision for Income Taxes
$
20,414

 
$
18,753

 
$
42,058

 
$
42,388

Effective Tax Rates
31.37
%
 
29.77
%
 
30.50
%
 
30.98
%

The effective tax rate for the second quarter of 2017 was 31.37%, up from 29.77% for the same period in 2016. The effective tax rate in the second quarter of 2016 was favorably impacted by a $1.3 million credit to the provision for income taxes resulting from the release of state tax reserves due to the lapse in the statute of limitations related to prior tax years.

The effective tax rate for the first six months of 2017 was 30.50%, down slightly from 30.98% for the same period in 2016. The effective tax rate for the first six months of 2017 was favorably impacted by a $1.9 million tax benefit from the exercise of stock options and the vesting of restricted stock, while the effective tax rate for the first six months of 2016 was favorably impacted by the aforementioned release of state tax reserves.


60


Analysis of Statements of Condition

Investment Securities

The carrying value of our investment securities portfolio was $6.1 billion as of June 30, 2017, an increase of $80.4 million or 1% compared to December 31, 2016. As of June 30, 2017, our investment securities portfolio was comprised of securities with an average base duration of approximately 3.02 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 six months of 2017, we primarily increased our holdings in mortgage-backed securities issued by Fannie Mae. In addition, we also increased our holdings in Small Business Administration securities, while decreasing our holdings in U.S. Treasury securities. Ginnie Mae mortgage-backed securities continue to be our largest concentration in our portfolio. As of June 30, 2017, our portfolio of Ginnie Mae mortgage-backed securities was primarily comprised of securities issued in 2008 or later. As of June 30, 2017, 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 June 30, 2017, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 2.27 years.

Gross unrealized gains in our investment securities portfolio were $61.4 million as of June 30, 2017 and $53.8 million as of December 31, 2016.  Gross unrealized losses on our temporarily impaired investment securities were $44.2 million as of June 30, 2017 and $57.2 million as of December 31, 2016.  The gross unrealized loss positions were primarily related to mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and corporate debt securities. See Note 2 to the Consolidated Financial Statements for more information.

As of June 30, 2017, included in our investment securities portfolio were debt securities issued by political subdivisions within the State of Hawaii of $528.3 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 78% of our Hawaii municipal bond holdings were general obligation issuances. As of June 30, 2017, 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.


61


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)
June 30,
2017

 
December 31,
2016

Commercial
 

 
 

Commercial and Industrial
$
1,241,953

 
$
1,249,791

Commercial Mortgage
2,009,886

 
1,889,551

Construction
248,030

 
270,018

Lease Financing
205,043

 
208,332

Total Commercial
3,704,912

 
3,617,692

Consumer
 

 
 

Residential Mortgage
3,317,179

 
3,163,073

Home Equity
1,473,123

 
1,334,163

Automobile
484,092

 
454,333

Other 1
408,307

 
380,524

Total Consumer
5,682,701

 
5,332,093

Total Loans and Leases
$
9,387,613

 
$
8,949,785

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

Total loans and leases as of June 30, 2017 increased by $437.8 million or 5% from December 31, 2016 primarily due to growth in our consumer lending portfolio.

Commercial loans and leases as of June 30, 2017 increased by $87.2 million or 2% from December 31, 2016.  Commercial and industrial loans decreased by $7.8 million or less than 1% from December 31, 2016. Commercial mortgage loans increased by $120.3 million or 6% from December 31, 2016 primarily due to continued demand from new and existing customers as the Hawaii economy continues to be strong coupled with the transfer of construction loans into this loan portfolio upon project completion. Construction loans decreased by $22.0 million or 8% from December 31, 2016 primarily due to the aforementioned construction loans transferred to the commercial mortgage loan portfolio, as well as successful completion of construction projects such as condominiums and low-income housing, partially offset by increased activity in our portfolio. Lease financing decreased by 3.3 million or 2% from December 31, 2016 primarily due to higher payoff activity on true leases.

Consumer loans and leases as of June 30, 2017 increased by $350.6 million or 7% from December 31, 2016.  Residential mortgage loans increased by $154.1 million or 5% from December 31, 2016 primarily due to an increase in loan origination and slowdown in payoff activity. Home equity lines and loans increased by $139.0 million or 10% from December 31, 2016 due to continued growth as a result of a strong Hawaii economy. In addition, we continued to experience steady line utilization during 2017. Automobile loans increased by $29.8 million or 7% from December 31, 2016 primarily driven by revised pricing and focus on improving dealer relationships. Other consumer loans increased by $27.8 million or 7% from December 31, 2016, primarily due to growth in our automobile leasing and installment loans.


62


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

June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,071,895

 
$
114,696

 
$
54,585

 
$
506

 
$
271

 
$
1,241,953

Commercial Mortgage
1,764,029

 
54,574

 
191,283

 

 

 
2,009,886

Construction
234,891

 

 
1,417

 
11,722

 

 
248,030

Lease Financing
54,290

 
144,881

 
2,436

 

 
3,436

 
205,043

Total Commercial
3,125,105

 
314,151

 
249,721

 
12,228

 
3,707

 
3,704,912

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
3,227,916

 

 
87,274

 
1,989

 

 
3,317,179

Home Equity
1,435,632

 
1,347

 
34,884

 
1,260

 

 
1,473,123

Automobile
387,807

 
3

 
92,472

 
3,810

 

 
484,092

Other 3
332,990

 

 
42,433

 
32,884

 

 
408,307

Total Consumer
5,384,345

 
1,350

 
257,063

 
39,943

 

 
5,682,701

Total Loans and Leases
$
8,509,450

 
$
315,501

 
$
506,784

 
$
52,171

 
$
3,707

 
$
9,387,613

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 

 
 

 
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

 
 

 
 

Commercial and Industrial
$
1,076,742

 
$
105,474

 
$
66,573

 
$
639

 
$
363

 
$
1,249,791

Commercial Mortgage
1,700,162

 
31,003

 
158,386

 

 

 
1,889,551

Construction
262,558

 

 
1,196

 
6,264

 

 
270,018

Lease Financing
56,752

 
147,092

 
1,309

 

 
3,179

 
208,332

Total Commercial
3,096,214

 
283,569

 
227,464

 
6,903

 
3,542

 
3,617,692

Consumer
 

 
 

 
 

 
 

 
 

 
 

Residential Mortgage
3,067,079

 

 
93,764

 
2,230

 

 
3,163,073

Home Equity
1,296,976

 
1,776

 
34,090

 
1,321

 

 
1,334,163

Automobile
360,759

 
13

 
89,617

 
3,944

 

 
454,333

Other 3
303,372

 

 
40,293

 
36,859

 

 
380,524

Total Consumer
5,028,186

 
1,789

 
257,764

 
44,354

 

 
5,332,093

Total Loans and Leases
$
8,124,400

 
$
285,358

 
$
485,228

 
$
51,257

 
$
3,542

 
$
8,949,785

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 $385.1 million or 5% from December 31, 2016, reflective of a healthy Hawaii economy.


63


Other Assets

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

 
Table 10

(dollars in thousands)
June 30,
2017

 
December 31,
2016

Federal Home Loan Bank and Federal Reserve Bank Stock
$
40,167

 
$
40,063

Derivative Financial Instruments
12,283

 
13,731

Low-Income Housing and Other Equity Investments
77,504

 
78,900

Deferred Compensation Plan Assets
25,899

 
21,952

Prepaid Expenses
9,559

 
7,355

Accounts Receivable
9,961

 
12,584

Other
29,270

 
20,123

Total Other Assets
$
204,643

 
$
194,708


Other assets increased by $9.9 million or 5% from December 31, 2016. This increase was primarily due to higher balances related to settlement timing on merchant services, debit card transactions, and ATM transactions.

Deposits

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

 
Table 11

(dollars in thousands)
June 30,
2017

 
December 31,
2016

Consumer
$
7,278,536

 
$
6,997,482

Commercial
5,903,639

 
6,110,189

Public and Other
1,602,474

 
1,212,569

Total Deposits
$
14,784,649

 
$
14,320,240


Total deposits were $14.8 billion as of June 30, 2017, an increase of $464.4 million or 3% from December 31, 2016. This increase was primarily due to a $389.9 million increase in public deposits mainly the result of a $339.2 million increase in time deposits. Time deposits also increased in our consumer and commercial segments, rising $63.7 million and $63.3 million, respectively. Core deposits remained relatively unchanged as increases in consumer core deposits were offset by decreases in commercial core deposits.

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

 
Table 12

(dollars in thousands)
June 30,
2017

 
December 31,
2016

Money Market
$
1,820,143

 
$
1,947,775

Regular Savings
3,544,048

 
3,447,924

Total Savings Deposits
$
5,364,191

 
$
5,395,699



64


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)
June 30,
2017

 
December 31,
2016

Private Institutions
$
500,000

 
$
500,000

Government Entities
5,292

 
23,378

Total Securities Sold Under Agreements to Repurchase
$
505,292

 
$
523,378


Securities sold under agreements to repurchase as of June 30, 2017 decreased by $18.1 million or 3% from December 31, 2016. This decrease was primarily due to repurchase agreements maturing in the first quarter of 2017. As of June 30, 2017, the weighted-average maturity was 233 days for our repurchase agreements with government entities and 4.1 years for our repurchase agreements with private institutions. Some of our repurchase agreements with private institutions may be terminated at earlier specified dates by the private institution or in some cases by either the private institution or the Company. If all such agreements were to terminate at the earliest possible date, the weighted-average maturity for our repurchase agreements with private institutions would decrease to 3.1 years.  As of June 30, 2017, the weighted-average interest rate for outstanding agreements with government entities and private institutions was 0.53% and 3.64%, 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. 

In the second quarter of 2017, we restructured three of our repurchase agreements with private institutions with an aggregate total of $200.0 million. These repurchase agreements were to mature in 2018 and had a weighted-average interest rate of 3.94%. The restructuring of the agreements extended the maturity dates to June 2022 and lowered the weighted-average interest rate to 2.70% effective June 2017.

Other Debt

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

(dollars in thousands)
June 30,
2017

 
December 31,
2016

Federal Home Loan Bank Advances
$
250,000

 
$
250,000

Non-Recourse Debt
7,153

 
7,153

Capital Lease Obligations
10,751

 
10,785

Total
$
267,904

 
$
267,938


Other debt was $267.9 million as of June 30, 2017, unchanged from December 31, 2016. As of June 30, 2017, our FHLB advances had a weighted-average interest rate of 1.28% with maturity dates ranging from 2018 to 2020. These advances were primarily for asset/liability management purposes. As of June 30, 2017, our remaining unused line of credit with the FHLB was $1.9 billion.


65


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
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Retail Banking
$
21,410

 
$
18,646

 
$
40,757

 
$
33,659

Commercial Banking
19,013

 
17,477

 
37,959

 
40,127

Investment Services
4,203

 
4,541

 
7,815

 
7,727

Total
44,626

 
40,664


86,531


81,513

Treasury and Other
36

 
3,581

 
9,307

 
12,942

Consolidated Total
$
44,662

 
$
44,245


$
95,838


$
94,455


Retail Banking

Net income increased by $2.8 million or 15% in the second quarter of 2017 compared to the same period in 2016 primarily due to an increase in net interest income. This was partially offset by increases in noninterest expense and the Provision. 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 expense was primarily due to a $1.3 million gain on sale of real estate property in Maui in the second quarter of 2016. In addition, professional fees were higher in the second quarter of 2017 compared to the same period in 2016. The increase in the Provision was primarily due to higher net charge-offs in our mortgage loan, installment loan and credit card portfolios, partially offset by lower net charge-offs in our home equity loan and personal credit line portfolios.

Net income increased by $7.1 million or 21% in the first half of 2017 compared to the same period in 2016 primarily due to an increase in net interest 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 the Provision was primarily due to higher net charge-offs in our credit card, auto loan, installment loan and mortgage loan portfolios, partially offset by lower net charge-offs in our home equity loan and personal credit line portfolios. The increase in noninterest expense is primarily due to the $1.5 million gain on the sale of real estate property in Guam during the first quarter of 2016, coupled with the aforementioned $1.3 million gain on sale of real estate property in Maui in the second quarter of 2016. In addition, professional fees were higher in the first half of 2017 compared to the same period in 2016 primarily due to increases in legal fees and other professional services.

Commercial Banking

Net income increased by $1.5 million or 9% in the second quarter of 2017 compared to the same period in 2016 primarily due to increases in net interest income, partially offset by a decrease in noninterest income and to an increase in noninterest expense. The increase in net interest income was primarily due to higher average balances in both the lending and deposit portfolios, and to higher earnings credits on the segment’s deposit portfolio. The decrease in noninterest income was primarily due to lower fees related to our customer interest rate swap derivative program and to lower non-recurring loan fees. The increase in noninterest expense was primarily due to higher salaries, operating and allocated expenses.

Net income decreased by $2.2 million or 5% for the first six months of 2017 compared to the same period in 2016 primarily to increases in the Provision and noninterest expense, and to a decrease in noninterest income. This was partially offset by an increase in net interest income. The increase in the Provision was primarily due to the full recovery of non-performing commercial and industrial loans related to one commercial client in Guam in the first quarter of 2016. The increase in noninterest expense was primarily due to higher allocated expenses, largely attributed to the gain on sale of real estate property in Guam in the first quarter of 2016. The decrease in noninterest income was primarily due to lower net gains on sale of equipment leases and to lower non-recurring loan fees. Partially offsetting the decrease in net income was an increase in net interest income primarily due to higher average balances in both the lending and deposit portfolios.


66


Investment Services

Net income decreased by $0.3 million or 7% in the second quarter of 2017 compared to the same period in 2016 primarily due to a decrease in noninterest income and an increase in noninterest expenses.  This was partially offset by an increase in net interest income. The decrease in noninterest income was primarily due to a $1.2 million service fee resulting from the sale of trust real estate in the second quarter of 2016.  The increase in noninterest expense was primarily driven by higher salaries, an operational charge-off in the second quarter of 2016, and higher allocated information technology expenses.  The increase in net interest income was primarily driven by higher average balances of the segment’s deposit portfolio.

Net income increased by $0.1 million or 1% for the first six months of 2017 compared to the same period in 2016 primarily due an increase in net interest income partially offset by an increase in noninterest expense.  The increase in net interest income was primarily driven by higher average balances in the segment’s deposit portfolio. The increase in noninterest expense was primarily driven by higher salaries and an operating loss recovery in the second quarter of 2016. 

Treasury and Other

Net income decreased by $3.5 million or 99% in the second quarter of 2017 compared to the same period in 2016 primarily due to a decrease in net interest income and an increase in the Provision. The decrease in net interest income was primarily due to higher deposit funding costs, partially offset by an increase in funding income related to lending activities.  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 tax rate increased to 31.37% in the second quarter of 2017 compared to 29.77% in the same period in 2016.

Net income decreased by $3.6 million or 28% for the first six months of 2017 compared to the same period in 2016 primarily due to a decrease in net interest income and an increase in the Provision. This was partially offset by an increase in noninterest income. The decrease in net interest income was primarily due to higher deposit funding costs, partially offset by an increase in funding income related to lending activities.  The increase in noninterest income was due to higher net gains on the sale of Visa class B shares in the first quarter of 2017. 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 tax rate decreased to 30.50% in the first half of 2017 compared to 30.98% in the same period in 2016.

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 June 30, 2017, 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 six months of 2017.

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.


67


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)
June 30,
2017

 
December 31,
2016

Non-Performing Assets
 

 
 

Non-Accrual Loans and Leases
 

 
 

Commercial
 

 
 

Commercial and Industrial
$
175

 
$
151

Commercial Mortgage
1,460

 
997

Total Commercial
1,635

 
1,148

Consumer
 
 
 
Residential Mortgage
9,337

 
13,780

Home Equity
3,405

 
3,147

Total Consumer
12,742

 
16,927

Total Non-Accrual Loans and Leases
14,377

 
18,075

Foreclosed Real Estate
1,991

 
1,686

Total Non-Performing Assets
$
16,368

 
$
19,761

 
 
 
 
Accruing Loans and Leases Past Due 90 Days or More
 
 
 
Consumer
 
 
 
Residential Mortgage
$
2,269

 
$
3,127

Home Equity
2,343

 
1,457

Automobile
539

 
894

Other 1
1,859

 
1,592

Total Consumer
7,010

 
7,070

Total Accruing Loans and Leases Past Due 90 Days or More
$
7,010

 
$
7,070

Restructured Loans on Accrual Status and Not Past Due 90 Days or More
$
53,158

 
$
52,208

Total Loans and Leases
$
9,387,613

 
$
8,949,785

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases
0.15
%
 
0.20
%
Ratio of Non-Performing Assets to Total Loans and Leases and Foreclosed Real Estate
0.17
%
 
0.22
%
Ratio of Commercial Non-Performing Assets to Total Commercial Loans and Leases
   and Commercial Foreclosed Real Estate
0.04
%
 
0.03
%
Ratio of Consumer Non-Performing Assets to Total Consumer Loans and Leases
   and Consumer Foreclosed Real Estate
0.26
%
 
0.35
%
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
0.25
%
 
0.30
%
Changes in Non-Performing Assets
 

 
 

Balance as of December 31, 2016
$
19,761

 
 

Additions
2,793

 
 

Reductions
 
 
 

Payments
(1,514
)
 
 

Return to Accrual Status
(2,015
)
 
 

Sales of Foreclosed Real Estate
(1,883
)
 
 

Charge-offs/Write-downs
(774
)
 
 

Total Reductions
(6,186
)
 
 

Balance as of June 30, 2017
$
16,368

 
 

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

68


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 $16.4 million as of June 30, 2017, a decrease of $3.4 million or 17% from December 31, 2016.  The decrease was experienced in our consumer lending portfolio. The ratio of our NPAs to total loans and leases and foreclosed real estate was 0.17% as of June 30, 2017 and 0.22% as of December 31, 2016.

Commercial and industrial non-accrual loans were relatively unchanged from December 31, 2016.

Commercial mortgage non-accrual loans were $1.5 million as of June 30, 2017, an increase of $0.5 million or 46% from December 31, 2016, due to the addition of a loan from December 31, 2016. We have individually evaluated the commercial mortgage non-accrual loans for impairment and have recorded no partial charge-offs.

The largest component of our NPAs continues to be residential mortgage loans. Residential mortgage non-accrual loans decreased by $4.4 million or 32% from December 31, 2016 primarily due to transfers to foreclosed real estate and from loans returning to accrual status.  Residential mortgage non-accrual loans remain at elevated levels due mainly to the lengthy judicial 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 June 30, 2017, our residential mortgage non-accrual loans were comprised of 30 loans with a weighted average current LTV ratio of 61%.

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 $0.3 million or 18% from December 31, 2016 due to the addition of three residential properties, partially offset by the sale 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 $7.0 million as of June 30, 2017, a $0.1 million or 1% decrease from December 31, 2016.

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 $58.7 million as of June 30, 2017 and $60.7 million as of December 31, 2016, and had a related Allowance of $3.8 million and $3.6 million as of June 30, 2017 and December 31, 2016, respectively.  As of June 30, 2017, we have recorded cumulative charge-offs of $15.2 million related to our total impaired loans.  Our impaired loans are considered in management’s assessment of the overall adequacy of the Allowance.


69


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)
June 30,
2017

 
December 31,
2016

Commercial
 
 
 
Commercial and Industrial
$
8,690

 
$
10,170

Commercial Mortgage
8,828

 
9,157

Construction
1,465

 
1,513

Lease Financing

 

Total Commercial
18,983

 
20,840

Consumer
 
 
 
Residential Mortgage
21,947

 
25,625

Home Equity
1,735

 
1,516

Automobile
12,178

 
9,660

Other 1
2,669

 
2,326

Total Consumer
38,529

 
39,127

Total
$
57,512

 
$
59,967

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

Loans modified in a TDR decreased by $2.5 million or 4% from December 31, 2016. Residential mortgage loans remain our largest TDR loan class.

70


Reserve for Credit Losses

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

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(dollars in thousands)
2017

 
2016

 
2017

 
2016

Balance at Beginning of Period
$
111,636

 
$
111,249

 
$
110,845

 
$
108,952

Loans and Leases Charged-Off
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial and Industrial
(124
)
 
(204
)
 
(298
)
 
(461
)
Consumer
 
 
 
 
 
 
 
Residential Mortgage
(506
)
 
(79
)
 
(689
)
 
(284
)
Home Equity
(282
)
 
17

 
(645
)
 
(626
)
Automobile
(1,512
)
 
(1,372
)
 
(3,802
)
 
(2,932
)
Other 1
(3,063
)
 
(2,117
)
 
(5,757
)
 
(4,339
)
Total Loans and Leases Charged-Off
(5,487
)
 
(3,755
)
 
(11,191
)
 
(8,642
)
Recoveries on Loans and Leases Previously Charged-Off
 

 
 

 
 

 
 

Commercial
 

 
 

 
 

 
 

Commercial and Industrial
265

 
403

 
601

 
7,270

Commercial Mortgage

 
14

 

 
28

Construction

 

 

 
23

Lease Financing
1

 
1

 
1

 
2

Consumer
 
 
 
 
 
 
 
Residential Mortgage
264

 
279

 
368

 
480

Home Equity
838

 
322

 
1,346

 
835

Automobile
607

 
541

 
1,227

 
1,133

Other 1
551

 
450

 
1,078

 
923

Total Recoveries on Loans and Leases Previously Charged-Off
2,526

 
2,010

 
4,621

 
10,694

Net Loans and Leases Recovered (Charged-Off)
(2,961
)
 
(1,745
)
 
(6,570
)
 
2,052

Provision for Credit Losses
4,250

 
1,000

 
8,650

 
(1,000
)
Provision for Unfunded Commitments
250

 

 
250

 
500

Balance at End of Period 2
$
113,175

 
$
110,504

 
$
113,175

 
$
110,504

 
 
 
 
 
 
 
 
Components
 

 
 

 
 

 
 

Allowance for Loan and Lease Losses
$
106,353

 
$
103,932

 
$
106,353

 
$
103,932

Reserve for Unfunded Commitments
6,822

 
6,572

 
6,822

 
6,572

Total Reserve for Credit Losses
$
113,175

 
$
110,504

 
$
113,175

 
$
110,504

 
 
 
 
 
 
 
 
Average Loans and Leases Outstanding
$
9,217,779

 
$
8,205,104

 
$
9,119,610

 
$
8,072,600

 
 
 
 
 
 
 
 
Ratio of Net Loans and Leases Charged-Off (Recovered) to
   Average Loans and Leases Outstanding (annualized)
0.13
%
 
0.09
%
 
0.15
%
 
(0.05
)%
Ratio of Allowance for Loan and Lease Losses to
   Loans and Leases Outstanding
1.13
%
 
1.25
%
 
1.13
%
 
1.25
 %
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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Allowance for Loan and Lease Losses

As of June 30, 2017, the Allowance was $106.4 million or 1.13% of total loans and leases outstanding, compared with an Allowance of $104.3 million or 1.17% of total loans and leases outstanding as of December 31, 2016.  The decrease in the ratio of Allowance to loans and leases outstanding was commensurate with the Company’s credit risk profile, loan growth, and a healthy Hawaii economy.

Net charge-offs on loans and leases were $3.0 million or 0.13% of total average loans and leases, on an annualized basis, in the second quarter of 2017 compared to net charge-offs of $1.7 million or 0.09% of total average loans and leases, on an annualized basis, in the second quarter of 2016. Net charge-offs on loans and leases were $6.6 million or 0.15% of total average loans and leases, on an annualized basis, for the first six months of 2017 compared to net recoveries of $2.1 million for the same period in 2016. Net recoveries in our commercial portfolios were $0.3 million for the first six months of 2017 compared to $6.9 million for the same period in 2016. Commercial recoveries in the first six months of 2016 were primarily due to the recovery of one commercial and industrial loan. Net charge-offs in our consumer portfolios were $6.9 million for the first six months of 2017 compared to $4.8 million for the same period in 2016. The higher net charge-offs during the first six months of 2017 were primarily in our automobile and installment loan 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 June 30, 2017, 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 $6.8 million as of June 30, 2017, an increase of $0.2 million from December 31, 2016. 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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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 statement of condition.  The model is used to estimate and measure the statement of condition 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. 


73


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 June 30, 2017 and December 31, 2016, 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 statement of condition and interest rates are generally unchanged.  Based on our net interest income simulation as of June 30, 2017, 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, we believe that lower interest rates are unlikely to significantly impact our funding costs. Based on our net interest income simulation as of June 30, 2017, net interest income sensitivity to changes in interest rates for the twelve months subsequent to June 30, 2017 was relatively comparable to the sensitivity profile for the twelve months subsequent to December 31, 2016.
Net Interest Income Sensitivity Profile
 
 
 
Table 19

 
Impact on Future Annual Net Interest Income
(dollars in thousands)
June 30, 2017
 
December 31, 2016
Gradual Change in Interest Rates (basis points)
 
 
 
 
 
 
 

+200
$
17,663

 
3.8
 %
 
$
17,752

 
4.1
 %
+100
9,049

 
2.0

 
8,524

 
1.9

-100
(9,985
)
 
(2.2
)
 
(10,810
)
 
(2.5
)
 
 
 
 
 
 
 
 
Immediate Change in Interest Rates (basis points)
 
 
 
 
 
 
 
+200
$
43,895

 
9.5
 %
 
$
45,372

 
10.4
 %
+100
22,914

 
4.9

 
22,090

 
5.0

-100
(30,618
)
 
(6.6
)
 
(27,888
)
 
(6.4
)

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 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.

74



Maturities and payments on outstanding loans and maturing investment securities also provide a steady flow of funds. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the FHLB and FRB. As of June 30, 2017, we had additional borrowing capacity of $1.9 billion from the FHLB and $675.5 million from the FRB based on the amount of collateral pledged.

We continued our focus on maintaining a strong liquidity position throughout the first six months of 2017.  As of June 30, 2017, cash and cash equivalents were $874.2 million, the carrying value of our available-for-sale investment securities was $2.3 billion, and total deposits were $14.8 billion.  As of June 30, 2017, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 2.27 years.

Capital Management

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

The Company and the Bank are each subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements 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 June 30, 2017, 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 June 30, 2017 that management believes have changed either the Company’s or the Bank’s capital classifications.

As of June 30, 2017, shareholders’ equity was $1.2 billion, an increase of $52.2 million or 4% from December 31, 2016. For the first six months of 2017, net income of $95.8 million, common stock issuances of $8.4 million, share-based compensation of $3.7 million, and other comprehensive income of $8.3 million were partially offset by cash dividends paid of $42.8 million, and common stock repurchased of $21.3 million. In the first six months of 2017, included in the amount of common stock repurchased were 237,066 shares repurchased under our share repurchase program. These shares were repurchased at an average cost per share of $82.32 and a total cost of $19.5 million. From the beginning of our share repurchase program in July 2001 through June 30, 2017, we repurchased a total of 53.9 million shares of common stock and returned a total of $2.05 billion to our shareholders at an average cost of $38.04 per share. As of June 30, 2017, remaining buyback authority under our share repurchase program was $45.5 million. From July 1, 2017 through July 18, 2017, the Parent repurchased an additional 33,000 shares of common stock at an average cost of $82.69 per share for a total of $2.7 million.  Remaining buyback authority under our share repurchase program was $42.8 million as of July 18, 2017. 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 July 2017, the Parent’s Board of Directors declared a quarterly cash dividend of $0.52 per share on the Parent’s outstanding shares.  The dividend will be payable on September 15, 2017 to shareholders of record at the close of business on August 31, 2017.

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 June 30, 2017, 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.


75


Table 20 presents our regulatory capital and ratios as of June 30, 2017 and December 31, 2016.
Regulatory Capital and Ratios
 
 
Table 20
(dollars in thousands)
June 30,
2017

 
December 31,
2016

 
Regulatory Capital
 
 
 
 
Shareholders’ Equity
$
1,213,757

 
$
1,161,537

 
Less:
Goodwill 1
27,413

 
27,413

 
 
Postretirement Benefit Liability Adjustments
(28,600
)
 
(28,892
)
 
 
Net Unrealized Gains (Losses) on Investment Securities 2
2,987

 
(5,014
)
 
 
Other
(198
)
 
(198
)
 
Common Equity Tier 1 Capital
1,212,155

 
1,168,228

 
 
 
 
 
 
Tier 1 Capital
1,212,155

 
1,168,228

 
Allowable Reserve for Credit Losses
113,575

 
110,300

 
Total Regulatory Capital
$
1,325,730

 
$
1,278,528

 
 
 
 
 
 
Risk-Weighted Assets
$
9,087,057

 
$
8,823,485

 
 
 
 
 
 
Key Regulatory Capital Ratios
 

 
 

 
Common Equity Tier 1 Capital Ratio
13.34

%
13.24

%
Tier 1 Capital Ratio
13.34

 
13.24

 
Total Capital Ratio
14.58

 
14.49

 
Tier 1 Leverage Ratio
7.37

 
7.21

 
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.



76


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 began phasing 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 June 30, 2017, 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 required federal banking agencies to issue regulations that obligate 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 July 29, 2016 and disclosed the results to the public (via posting to our website) on October 25, 2016. Our next stress testing results will be submitted to the FRB by the required due date of July 31, 2017 and we will disclose the results to the public in October 2017.

Deposit Insurance Fund (“DIF”) Assessment

In March 2016, the FDIC approved a final rule that imposes on banks with at least $10 billion in assets, such as the Company, a surcharge of 4.5 cents per $100 of their assessment base, after making certain adjustments. The surcharge became effective for the third quarter of 2016 and the FDIC estimates the surcharge will be imposed for approximately two years. The surcharge took effect at the same time that the regular FDIC insurance assessment rates for all banks decline under a rule adopted by the FDIC in 2011. The net effect of the FDIC assessment changes noted above reduced our FDIC insurance expense by approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2017, respectively.


77


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 attacks.  We are also exposed to operational risk through our outsourcing arrangements, and the effect that changes in circumstances or capabilities of our outsourcing vendors can have on our ability to continue to perform operational functions necessary to our business.  The risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Operational risk is inherent in all business activities, and management of this risk is important to the achievement of Company goals and objectives.

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

We continuously strive to strengthen our system of internal controls to improve the oversight of operational risk.  While 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, 2016.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Market Risk” of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 June 30, 2017.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 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 June 30, 2017.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2017 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, 2016.

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

The Parent’s repurchases of its common stock during the second quarter of 2017 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
 
April 1 - 30, 2017
36,232

 
$
80.32

 
35,266

 
 
$
52,536,600

May 1 - 31, 2017
48,500

 
80.02

 
48,500

 
 
48,655,707

June 1 - 30, 2017
39,300

 
80.61

 
39,300

 
 
45,487,635

Total
124,032

 
$
80.29

 
123,066

 
 
 
1 
During the second quarter of 2017, 966 shares were purchased by the trustee of a trust established pursuant to the Bank of Hawaii Corporation Director Deferred Compensation Plan (the “DDCP”) directly from the Parent in satisfaction of the Company’s obligations to participants under the DDCP. The issuance of these shares was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by Section 4(a)(2) thereof. The trustee under the trust and the participants under the DDCP are accredited investors, as defined in Rule 501(a) under the Securities Act. These transactions did not involve a public offering and occurred without general solicitation or advertising. 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. 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.

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:
July 24, 2017
 
Bank of Hawaii Corporation
 
 
 
 
 
 
By:
/s/ Peter S. Ho
 
 
 
Peter S. Ho
 
 
 
Chairman of the Board,
 
 
 
Chief Executive Officer, and
 
 
 
President
 
 
 
 
 
 
By:
/s/ Dean Y. Shigemura
 
 
 
Dean Y. Shigemura
 
 
 
Chief Financial Officer


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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
 
 
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Interactive Data File


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