FIRST HAWAIIAN INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
First Hawaiian, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First Hawaiian, Inc. and subsidiary (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses (ACL)—Refer to Notes 1 and 5 to the consolidated financial statements.
Critical Audit Matter Description
The Company’s methodology leverages two quantitative models: a one variable forward-looking macroeconomic model that estimates the impact of management’s economic outlook and a transition probability matrix that estimates expected losses over the long run. The quantitative estimation is overlaid with qualitative adjustments to account for current conditions and forward-looking factors not captured in the quantitative model. Qualitative adjustments that are considered include adjustments for regulatory determinants, model limitations, and other current or anticipated events that are not captured in the Company’s historical loss experience.
Determining the appropriate economic forecast and level of qualitative overlays is inherently subjective and relies on significant judgment. Given the magnitude of the impact of the economic forecast and qualitative overlays and significant amount of judgment required by management in developing these estimates, performing audit procedures to evaluate the reasonableness of the ACL required a high degree of auditor judgment, an increased extent of audit effort, and the need to involve more experienced audit professionals.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the economic forecast adjustment and qualitative overlays included the following procedures, among others:
| ● | We tested the effectiveness of controls over the ACL, including management’s controls over the respective economic forecast and qualitative overlays selected. |
| ● | We evaluated the reasonableness and conceptual soundness of the ACL modeling framework, including the selection of the economic forecast and the use of qualitative overlays. |
| ● | We tested the mathematical accuracy of the calculation of the qualitative component of the ACL, as well as the accuracy and completeness of data used as inputs to the determination of the qualitative overlays. |
| ● | We evaluated the reasonableness of the economic forecast selection, including assessing the basis for the selection and reasonable and supportable forecast period, as well as the accuracy and completeness of data used as inputs to the determination of the economic forecast. |
| ● | We evaluated the qualitative overlays to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions. |
| ● | We evaluated the magnitude and proportion of the overall allowance, including the directional consistency and magnitude of the qualitative overlays as compared to the prior year and prior quarters, as well as the absolute value of the ACL attributable to the qualitative overlays. |
| ● | In order to identify potential bias in the determination of the ACL, we performed analytical analysis, including retrospective review, various coverage and ratio analysis, and peer institution analysis, to evaluate the relevance of the underlying drivers used to determine qualitative overlays and the economic forecast to credit losses in the loan portfolios. |
Goodwill – Refer to Notes 1 and 7 to the consolidated financial statements
Critical Audit Matter Description
Goodwill is tested for impairment by comparing the estimated fair value of each reporting unit to its carrying amount. The Company estimates the fair value of its reporting units by using valuation methods based on the market and income approaches. The market approach primarily involves the calculation of valuation multiples of comparable public companies and then applies a control premium to arrive at the estimated fair value on a controlling basis. The key assumptions with respect to this method are the selected multiples and control premium. The income approach uses a discounted cash flow (“DCF”) method to value a company on a going concern basis. The DCF method is based on the present value of multi-period projections of free cash flows and a terminal value. The key assumptions with respect to this method are the determination of the free cash flows, discount rate and terminal value.
Estimating the fair value of a reporting unit requires significant judgment and often involves the use of estimates and assumptions that could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge.
Given the significant judgments made by management to estimate the fair value of its reporting units and the difference between the fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rates and forecasts of future net interest income and net income, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the discount rates and forecasts of future net interest income and net income for each reporting unit included the following procedures, among others:
| ● | We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of fair value of the Retail Banking and Commercial Banking reporting units, including controls related to management’s forecasts and selection of the discount rates and forecasts of future net interest income and net income. |
| ● | We evaluated management’s ability to accurately forecast future cash flows by comparing actual results to management’s historical forecasts. |
| ● | We evaluated the reasonableness of management’s forecasts of future cash flows by comparing the forecasts to: |
| ● | Supporting calculations of net interest income and net income. |
| ● | Internal communications to management and the Board of Directors. |
| ● | Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies. |
| ● | With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the discount rates by: |
| ● | Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation. |
| ● | Developing a range of independent estimates and comparing those to the discount rates selected by management. |
| ● | We performed a sensitivity analysis to stress the assumptions used. |
/s/DELOITTE & TOUCHE LLP
February 28, 2024
We have served as the Company’s auditor since 2012.
CONSOLIDATED STATEMENTS OF INCOME
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · Year Ended December 31, · | |||||||||
| (dollars in thousands, except per share amounts) | 2023 | 2022 | 2021 | ||||||
| Interest income | | | | | | | | | |
| Loans and lease financing | $748,053 | | $509,820 | | $444,488 | | |||
| Available-for-sale investment securities | | 74,241 | | | 87,108 | | | 101,410 | |
| Held-to-maturity investment securities | | 73,497 | | | 55,376 | | | — | |
| Other | | 27,788 | | | 10,916 | | | 3,413 | |
| Total interest income | | 923,579 | | | 663,220 | | | 549,311 | |
| Interest expense | | | | | | | | | |
| Deposits | | 258,221 | | | 49,201 | | | 13,853 | |
| Short-term and long-term borrowings | | 26,289 | | | 470 | | | 4,899 | |
| Other | | 2,942 | | | — | | | — | |
| Total interest expense | | 287,452 | | | 49,671 | | | 18,752 | |
| Net interest income | | 636,127 | | | 613,549 | | | 530,559 | |
| Provision for credit losses | | 26,630 | | | 1,392 | | | (39,000) | |
| Net interest income after provision for credit losses | | 609,497 | | | 612,157 | | | 569,559 | |
| Noninterest income | | | | | | | | | |
| Service charges on deposit accounts | | 29,647 | | | 28,809 | | | 27,510 | |
| Credit and debit card fees | | 63,888 | | | 66,028 | | | 63,580 | |
| Other service charges and fees | | 37,299 | | | 37,036 | | | 38,578 | |
| Trust and investment services income | | 38,449 | | | 36,465 | | | 34,719 | |
| Bank-owned life insurance | | 15,326 | | | 1,248 | | | 13,185 | |
| Investment securities gains, net | | 792 | | | — | | | 102 | |
| Other | | 15,414 | | | 9,939 | | | 7,242 | |
| Total noninterest income | | 200,815 | | | 179,525 | | | 184,916 | |
| Noninterest expense | | | | | | | | | |
| Salaries and employee benefits | | 225,755 | | | 199,129 | | | 182,384 | |
| Contracted services and professional fees | | 66,423 | | | 70,027 | | | 63,349 | |
| Occupancy | | 29,608 | | | 31,034 | | | 29,348 | |
| Equipment | | 45,109 | | | 34,506 | | | 24,719 | |
| Regulatory assessment and fees | | 32,073 | | | 9,603 | | | 8,245 | |
| Advertising and marketing | | 7,615 | | | 7,996 | | | 6,108 | |
| Card rewards program | | 31,627 | | | 30,990 | | | 25,244 | |
| Other | | 62,928 | | | 57,186 | | | 66,082 | |
| Total noninterest expense | | 501,138 | | | 440,471 | | | 405,479 | |
| Income before provision for income taxes | | 309,174 | | | 351,211 | | | 348,996 | |
| Provision for income taxes | | 74,191 | | | 85,526 | | | 83,261 | |
| Net income | $234,983 | | $265,685 | | $265,735 | | |||
| Basic earnings per share | $1.84 | | $2.08 | | $2.06 | | |||
| Diluted earnings per share | $1.84 | | $2.08 | | $2.05 | | |||
| Basic weighted-average outstanding shares | | 127,567,547 | | | 127,489,889 | | | 128,963,131 | |
| Diluted weighted-average outstanding shares | | 127,915,873 | | | 127,981,699 | | | 129,537,922 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | ||||||||||
| Net income | | $234,983 | $265,685 | $265,735 | | |||||
| Other comprehensive income (loss), net of tax: | | | | | | | | | | |
| Net change in pensions and other benefits | | | 58 | | | 18,959 | | | 7,347 | |
| Net change in investment securities | | | 105,087 | | | (531,818) | | | (160,644) | |
| Net change in cash flow derivative hedges | | | 3,899 | | | (4,702) | | | — | |
| Other comprehensive income (loss) | | | 109,044 | | | (517,561) | | | (153,297) | |
| Total comprehensive income (loss) | | $344,027 | | $(251,876) | | $112,438 | | |||
CONSOLIDATED BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| (dollars in thousands, except share amount) | 2023 | 2022 | ||||
| Assets | | | | | | |
| Cash and due from banks | | $185,015 | | $297,502 | ||
| Interest-bearing deposits in other banks | | | 1,554,882 | | | 229,122 |
| Investment securities: | | | | | | |
| Available-for-sale, at fair value (amortized cost: $2,558,675 as of December 31, 2023 and $3,549,599 as of December 31, 2022) | | | 2,255,336 | | | 3,151,133 |
| Held-to-maturity, at amortized cost (fair value: $3,574,856 as of December 31, 2023 and $3,814,822 as of December 31, 2022) | | | 4,041,449 | | | 4,320,639 |
| Loans held for sale | | | 190 | | | — |
| Loans and leases | | | 14,353,497 | | | 14,092,012 |
| Less: allowance for credit losses | | | 156,533 | | | 143,900 |
| Net loans and leases | | | 14,196,964 | | | 13,948,112 |
| | | | | | | |
| Premises and equipment, net | | | 281,461 | | | 280,355 |
| Other real estate owned and repossessed personal property | | | — | | | 91 |
| Accrued interest receivable | | | 84,417 | | | 78,194 |
| Bank-owned life insurance | | | 479,907 | | | 473,067 |
| Goodwill | | | 995,492 | | | 995,492 |
| Mortgage servicing rights | | | 5,699 | | | 6,562 |
| Other assets | | | 845,662 | | | 796,954 |
| Total assets | | $24,926,474 | | $24,577,223 | ||
| Liabilities and Stockholders' Equity | | | | | | |
| Deposits: | | | | | | |
| Interest-bearing | | $13,749,095 | | $12,824,383 | ||
| Noninterest-bearing | | | 7,583,562 | | | 8,864,646 |
| Total deposits | | | 21,332,657 | | | 21,689,029 |
| Short-term borrowings | | | 500,000 | | | 75,000 |
| Retirement benefits payable | | | 103,285 | | | 102,577 |
| Other liabilities | | | 504,466 | | | 441,612 |
| Total liabilities | | | 22,440,408 | | | 22,308,218 |
| | | | | | | |
| Commitments and contingent liabilities (Note 17) | | | | | | |
| | | | | | | |
| Stockholders' equity | | | | | | |
| Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 141,340,539 / 127,618,761 as of December 31, 2023; issued/outstanding: 140,963,918 / 127,363,327 as of December 31, 2022) | | | 1,413 | | | 1,410 |
| Additional paid-in capital | | | 2,548,250 | | | 2,538,336 |
| Retained earnings | | | 837,859 | | | 736,544 |
| Accumulated other comprehensive loss, net | | | (530,210) | | | (639,254) |
| Treasury stock (13,721,778 shares as of December 31, 2023 and 13,600,591 shares as of December 31, 2022) | | | (371,246) | | | (368,031) |
| Total stockholders' equity | | | 2,486,066 | | | 2,269,005 |
| Total liabilities and stockholders' equity | | $24,926,474 | | $24,577,223 | ||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · Accumulated · · · · · · | ||||||||||||||||||||
| · · · · · · · Additional · · · · · Other · · · · · · | ||||||||||||||||||||
| (dollars in thousands, · · Common Stock · · Paid-In · · Retained · · Comprehensive · · Treasury · · · | ||||||||||||||||||||
| except share amounts) · Shares · Amount · Capital · Earnings · Income (Loss) · Stock · Total | ||||||||||||||||||||
| Balance as of December 31, 2020 | | 129,912,272 | | $1,402 | | $2,514,014 | | $473,974 | | $31,604 | | $(276,890) | | $2,744,104 | ||||||
| Net income | | — | | | — | | | — | | | 265,735 | | | — | | | — | | | 265,735 |
| Cash dividends declared ($1.04 per share) | | — | | | — | | | — | | | (134,133) | | | — | | | — | | | (134,133) |
| Common stock issued under Employee Stock Purchase Plan | | 21,070 | | | — | | | 547 | | | — | | | — | | | — | | | 547 |
| Equity-based awards | | 248,662 | | | 4 | | | 13,102 | | | (1,042) | | | — | | | (3,108) | | | 8,956 |
| Common stock repurchased | | (2,679,532) | | | — | | | — | | | — | | | — | | | (75,000) | | | (75,000) |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | (153,297) | | | — | | | (153,297) |
| Balance as of December 31, 2021 | | 127,502,472 | | | 1,406 | | | 2,527,663 | | | 604,534 | | | (121,693) | | | (354,998) | | | 2,656,912 |
| Net income | | — | | | — | | | — | | | 265,685 | | | — | | | — | | | 265,685 |
| Cash dividends declared ($1.04 per share) | | — | | | — | | | — | | | (132,588) | | | — | | | — | | | (132,588) |
| Common stock issued under Employee Stock Purchase Plan | | 16,680 | | | — | | | 379 | | | — | | | — | | | — | | | 379 |
| Equity-based awards | | 241,360 | | | 4 | | | 10,294 | | | (1,087) | | | — | | | (3,555) | | | 5,656 |
| Common stock repurchased | | (397,185) | | | — | | | — | | | — | | | — | | | (9,478) | | | (9,478) |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | (517,561) | | | — | | | (517,561) |
| Balance as of December 31, 2022 | | 127,363,327 | | | 1,410 | | | 2,538,336 | | | 736,544 | | | (639,254) | | | (368,031) | | | 2,269,005 |
| Net income | | — | | | — | | | — | | | 234,983 | | | — | | | — | | | 234,983 |
| Cash dividends declared ($1.04 per share) | | — | | | — | | | — | | | (132,646) | | | — | | | — | | | (132,646) |
| Common stock issued under Employee Stock Purchase Plan | | 16,226 | | | — | | | 308 | | | — | | | — | | | — | | | 308 |
| Equity-based awards | | 239,208 | | | 3 | | | 9,606 | | | (1,022) | | | — | | | (3,215) | | | 5,372 |
| Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | 109,044 | | | — | | | 109,044 |
| Balance as of December 31, 2023 | | 127,618,761 | | $1,413 | | $2,548,250 | | $837,859 | | $(530,210) | | $(371,246) | | $2,486,066 | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | ||||||||||
| Cash flows from operating activities | | | | | | | | | | |
| Net income | | $234,983 | | $265,685 | | $265,735 | | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
| Provision (benefit) for credit losses | | | 26,630 | | | 1,392 | | | (39,000) | |
| Depreciation, amortization and accretion, net | | | 42,767 | | | 56,747 | | | 51,844 | |
| Deferred income tax (benefit) provision | | | (13,656) | | | 22,138 | | | 14,120 | |
| Stock-based compensation | | | 9,609 | | | 10,298 | | | 13,106 | |
| Other (gains) losses | | | (5,834) | | | 2,822 | | | (4,143) | |
| Originations of loans held for sale | | | (21,324) | | | (15,694) | | | (87,336) | |
| Proceeds from sales of loans held for sale | | | 22,240 | | | 15,234 | | | 100,499 | |
| Net gains on investment securities | | | (792) | | | — | | | (102) | |
| Change in assets and liabilities: | | | | | | | | | | |
| Net (increase) decrease in other assets | | | (40,156) | | | 18,469 | | | (8,211) | |
| Net increase in other liabilities | | | 559 | | | 53,523 | | | 110,613 | |
| Net cash provided by operating activities | | | 255,026 | | | 430,614 | | | 417,125 | |
| Cash flows from investing activities | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | |
| Proceeds from maturities and principal repayments | | | 431,535 | | | 873,747 | | | 1,814,514 | |
| Proceeds from calls and sales | | | 510,837 | | | 1,080 | | | 11,115 | |
| Purchases | | | — | | | (938,268) | | | (4,428,656) | |
| Held-to-maturity securities: | | | | | | | | | | |
| Proceeds from maturities and principal repayments | | | 311,195 | | | 350,593 | | | — | |
| Proceeds from calls | | | 8,290 | | | 585 | | | — | |
| Purchases | | | — | | | (79,470) | | | — | |
| Other investments: | | | | | | | | | | |
| Proceeds from sales | | | 131,288 | | | 7,967 | | | 28,483 | |
| Purchases | | | (133,212) | | | (31,087) | | | (80,464) | |
| Loans: | | | | | | | | | | |
| Net (increase) decrease in loans and leases resulting from originations and principal repayments | | | (177,923) | | | (914,318) | | | 594,642 | |
| Proceeds from sales of loans originated for investment | | | — | | | 288 | | | 2,200 | |
| Purchases of loans | | | (57,879) | | | (235,884) | | | (309,760) | |
| Proceeds from bank-owned life insurance | | | 8,486 | | | — | | | 7,903 | |
| Purchases of premises, equipment and software | | | (15,988) | | | (13,295) | | | (20,458) | |
| Proceeds from sales of premises and equipment | | | 8,509 | | | 17,304 | | | 4,021 | |
| Other | | | 34 | | | (4,342) | | | 141 | |
| Net cash provided by (used in) investing activities | | | 1,025,172 | | | (965,100) | | | (2,376,319) | |
| Cash flows from financing activities | | | | | | | | | | |
| Net (decrease) increase in deposits | | | (356,372) | | | (127,117) | | | 2,588,423 | |
| Net (decrease) increase in short-term borrowings | | | (75,000) | | | 75,000 | | | — | |
| Proceeds from long-term borrowings | | | 500,000 | | | — | | | — | |
| Repayment of long-term borrowings | | | — | | | — | | | (200,010) | |
| Dividends paid | | | (132,646) | | | (132,588) | | | (134,133) | |
| Stock tendered for payment of withholding taxes | | | (3,215) | | | (3,555) | | | (3,108) | |
| Proceeds from employee stock purchase plan | | | 308 | | | 379 | | | 547 | |
| Common stock repurchased | | | — | | | (9,478) | | | (75,000) | |
| Net cash (used in) provided by financing activities | | | (66,925) | | | (197,359) | | | 2,176,719 | |
| Net increase (decrease) in cash and cash equivalents | | | 1,213,273 | | | (731,845) | | | 217,525 | |
| Cash and cash equivalents at beginning of year | | | 526,624 | | | 1,258,469 | | | 1,040,944 | |
| Cash and cash equivalents at end of year | | $1,739,897 | | $526,624 | | $1,258,469 | | |||
| | | | | | | | | | | |
| Supplemental disclosures | | | | | | | | | | |
| Interest paid | | $262,186 | | $44,325 | | $23,001 | | |||
| Income taxes paid, net of income tax refunds | | | 54,021 | | | 24,692 | | | 55,354 | |
| Noncash investing and financing activities: | | | | | | | | | | |
| Transfers from loans and leases and other assets to other real estate owned | | | — | | | 226 | | | 316 | |
| Operating lease right-of-use assets obtained in exchange for new lease obligations | | | 4,775 | | | 4,676 | | | 31,792 | |
| Transfers to loans and leases from loans held for sale | | | — | | | 546 | | | — | |
| Transfers to loans held for sale from loans and leases | | | 1,133 | | | — | | | 1,616 | |
| Obligation to fund low-income housing partnerships | | | 63,086 | | | 7,569 | | | 35,721 | |
| Transfers of securities from available-for-sale to held-to-maturity | | | — | | | 4,550,748 | | | — | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Basis of Presentation
First Hawaiian, Inc. (“FHI” or the “Parent”), a bank holding company, owns 100% of the outstanding common stock of First Hawaiian Bank (“FHB” or the “Bank”). FHB is a state-chartered bank that is not a member of the Federal Reserve System. FHB, the oldest financial institution in Hawaii, was established as Bishop & Company in 1858. As of December 31, 2023, FHB was the largest bank in Hawaii in terms of total assets, loans and leases, deposits, and net income. FHB has 50 branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.
The accounting and reporting principles of First Hawaiian, Inc. and Subsidiary (the “Company”) conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. Intercompany accounts and transactions have been eliminated in consolidation.
Transition to an Independent Public Company
Prior to FHI’s initial public offering in August 2016 (“IPO”), the Company was an indirect wholly owned subsidiary of BNP Paribas (“BNPP”), a global financial institution based in France.
On April 1, 2016, BNPP effected a series of transactions (“Reorganization Transactions”) pursuant to which FHI, which was then known as BancWest Corporation (“BancWest”), contributed Bank of the West (“BOW”), its subsidiary at the time, to BancWest Holding Inc. (“BWHI”), a newly formed bank holding company and a wholly owned subsidiary of BancWest. Following the contribution of BOW to BWHI, BancWest distributed its interest in BWHI to BNPP, and BWHI became a wholly owned subsidiary of BNPP. As part of these transactions, the Company amended its certificate of incorporation to change its name to First Hawaiian, Inc., with First Hawaiian Bank remaining its only direct wholly owned subsidiary.
On July 1, 2016, we became an indirect wholly owned subsidiary of BNP Paribas USA, Inc. (“BNP Paribas USA”), BNPP’s U.S. intermediate holding company. As part of that reorganization, the Company became a direct wholly owned subsidiary of BancWest Corporation (“BWC”), a direct wholly owned subsidiary of BNP Paribas USA.
In August 2016, FHI completed its IPO and shares of FHI’s common stock began trading on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “FHB” on August 4, 2016.
In 2017, 2018 and 2019, BNPP, acting through BWC, sold all of the shares of FHI common stock that it beneficially owned in underwritten public offerings and share repurchases by the Company. FHI didnot receive any of the proceeds from the sales of shares of FHI common stock in any such offering or the IPO. As a result of the completion of the February 1, 2019 public offering, BNPP (through BWC, the selling stockholder)fully exited its ownership interest in FHI common stock.
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events, actual results may differ from these estimates.
Variable Interest Entities
A variable interest entity (“VIE”) is a legal entity that lacks the ability to financially support its activities or whose equity investors lack the ability to control its activities or absorb profits and losses proportionately with their investment in the entity. The primary beneficiary consolidates the 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 a limited partnership interest or is a member in a limited liability company (“LLC”) in several low-income housing partnerships. These partnerships or LLCs provide funds for the construction and operation of apartment complexes that provide affordable housing to that segment of the population with lower family income. If these developments successfully attract a specified percentage of residents falling in that lower income range, state and/or federal income tax credits are made available to the partners or members. The tax credits are generally recognized over 5 or 10 years. In order to continue receiving the tax credits each year over the life of the partnership or LLC, the low-income residency targets must be maintained.
The Company generally accounts for its interests in these low-income housing partnerships using the proportional amortization method. The Company’s investments in these partnership interests are included in other assets in the consolidated balance sheets. Unfunded commitments to fund these investments were $80.7 million and $47.2 million as of December 31, 2023 and 2022, respectively. These unfunded commitments are unconditional and legally binding and are recorded in other liabilities in the consolidated balance sheets.
These low-income housing partnership and LLC entities meet the definition of a VIE; however, the Company is not the primary beneficiary of the entities, as the general partner or managing member 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 or LLC agreements allow the limited partners and members, through a majority vote, to remove the general partner or managing member, this right is not deemed to be substantive as the general partner or managing member can only be removed for cause.
Cash and Due from Banks
Cash and due from banks include amounts due from other financial institutions as well as in-transit clearings. Because amounts due from other financial institutions often exceed the Federal Deposit Insurance Corporation (“FDIC”) deposit insurance limit, the Company evaluates the credit risk of these institutions through periodic review of their financial condition and regulatory capital position. Under the terms of the Depository Institutions Deregulation and Monetary Control Act, the Company is required to maintain reserves with the Federal Reserve Bank of San Francisco (“FRB”) based on the amount of deposits held. Reserve requirements for all depository institutions were eliminated in March 2020. Cash and cash equivalents include cash and due from banks and interest-bearing deposits in other banks. All amounts are readily convertible to cash and have original maturities of less than 90 days.
Interest-bearing Deposits in Other Banks
Interest-bearing deposits in other banks include funds held in other financial institutions that are either fixed or variable rate instruments, including certificates of deposits. Interest income is recorded when earned and presented within other interest income in the Company’s consolidated statements of income.
Investment Securities
As of December 31, 2023 and December 31, 2022, investment securities were comprised primarily of debt securities, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government, its agencies and government-sponsored enterprises, with under 5% of the investment securities comprised of collateralized loan obligations rated AA or better and obligations issued by local state and political subdivisions rated AA or better. The Company amortizes premiums and accretes discounts using the interest method over the expected lives of the individual securities. Premiums on callable debt securities are amortized to their next call date. All investment securities transactions are recorded on a trade-date basis.
As of December 31, 2023 and 2022, the Company’s investment securities were categorized as either available-for-sale (investment securities that may be sold before maturity at the discretion of management) or held-to-maturity (investment securities that management has the positive intent and ability to hold to maturity). Available-for-sale investment securities are reported at fair value, with unrealized gains and losses reported in accumulated other comprehensive income. Gains and losses realized on sales of available-for-sale investment securities are determined using the specific identification method. Held-to-maturity investment securities are reported at amortized cost and may have a realized gain or loss if the investment security is retired or redeemed before the original maturity date.
Transfers of debt securities from the available-for-sale category to the held-to-maturity category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer remains in accumulated other comprehensive income and in the carrying value of the held-to-maturity investment security. Premiums or discounts on investment securities are amortized or accreted as an adjustment of yield using the interest method over the expected life of the security. Unrealized holding gains or losses that remain in accumulated other comprehensive income are also amortized or accreted over the expected life of the security as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount.
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates at the individual security level whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
For held-to-maturity debt securities, the Company utilizes the Current Expected Credit Loss (“CECL”) approach to estimate lifetime expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of held-to-maturity debt securities to present the net amount expected to be collected from held-to-maturity debt securities.
Changes in the allowance for credit losses, if any, are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the available-for-sale or held-to-maturity investment security is deemed uncollectible or when either of the criteria regarding intent or requirement to sell an available-for-sale investment security is met. Recoveries do not exceed the aggregate of amounts previously charged-off. As of December 31, 2023 and 2022, the Company’s available-for-sale and held-to-maturity investment securities were comprised primarily of debt securities, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government, its agencies and government-sponsored enterprises. Management has concluded that the long history with no credit losses from these issuers indicates an expectation that nonpayment of the amortized cost basis is zero, and these securities are explicitly or implicitly fully guaranteed by the U.S. government. The U.S. government can print its own currency and its currency is routinely held by central banks and other major financial institutions. The dollar is used in international commerce, and commonly is viewed as a reserve currency, all of which qualitatively indicates that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Under 5% of the investment securities were comprised of collateralized loan obligations rated AA or better and obligations issued by local state and political subdivisions rated AA or better. These securities are investment grade and highly rated and carry either sufficient credit enhancement or days cash on hand to support timely payments of principal and interest. As a result, the Company doesnot expect any future payment defaults and hasnot recorded an allowance for credit losses for its available-for-sale and held-to-maturity debt securities as of December 31, 2023 and 2022.
Accrued interest receivable related to available-for-sale and held-to-maturity investment securities are recorded separately from the amortized cost basis of investment securities on the Company’s consolidated balance sheet.
Loans Held for Sale
The Company originates certain loans for individual sale or for sale as a pool of loans to government-sponsored enterprises. Loans held for sale are carried, on an aggregate basis, at the lower of cost or fair value. The fair value of loans held for sale is primarily determined based on quoted prices for similar loans in active markets. Net gains and losses on loan sales are recorded as a component of other noninterest income. Direct loan origination costs and fees are deferred at origination of the loan and are recognized in other noninterest income upon sale of the loan.
Loans and Leases
Loans are reported at amortized cost, which includes the principal amount outstanding net of unamortized and unaccreted deferred loan fees and costs, and cumulative net charge-offs. Interest income is recognized on an accrual basis. Loan origination fees, certain direct costs and unearned discounts and premiums, if any, are deferred and are generally accreted or amortized into interest income as yield adjustments using the interest method over the contractual life of the loan. Other credit-related fees are recognized as fee income, a component of noninterest income, when earned.
Direct financing leases are carried at the aggregate of lease payments receivable plus the estimated residual value of leased property, less unearned income. Unearned income on direct financing leases is amortized over the lease term by methods that approximate the interest method. Residual values on leased assets are periodically reviewed for impairment.
Accrued interest receivable related to loans and leases is recorded separately from the amortized cost basis of loans and leases on the Company’s consolidated balance sheet.
Nonaccrual Loans and Leases
The Company generally places a loan or lease on nonaccrual status when management believes that collection of principal or interest has become doubtful or when a loan or lease becomes 90 days past due as to principal or interest, unless it is well secured and in the process of collection. A full or partial charge-off is recorded in the period in which the loan or lease is deemed uncollectible. When the Company places a loan or lease on nonaccrual status, previously accrued and uncollected interest is concurrently reversed against interest income. When the Company receives an interest payment on a nonaccrual loan or lease, the payment is applied as a reduction of the principal balance. Nonaccrual loans and leases are generally returned to accrual status when they become current as to principal and interest and future payments are reasonably assured.
Loan Modifications to Borrowers Experiencing Financial Difficulty
Loan modifications are assessed by the Company to determine: (1) whether the borrower is experiencing financial difficulty and (2) whether the Company granted the borrower a modification or combination of modifications in the form of one or more of the following modification types: principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay and/or a term extension. If both criteria are met, then the loan modification is subject to additional evaluation for credit losses and enhanced disclosure requirements.
Generally, a non-accrual loan that has been modified with a borrower experiencing financial difficulty remains on nonaccrual status for at leastsix months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment terms is uncertain, the loan remains on non-accrual status.
Allowance for Credit Losses
The allowance for credit losses for loans and leases (the “ACL”) is a valuation account that is deducted from the amortized cost basis of loans and leases to present the net amount expected to be collected from loans and leases. Loans and leases are charged-off against the ACL when management believes the loan or lease balance is deemed uncollectible. Recoveries do not exceed the aggregate of amounts previously charged-off. The Company’s ACL and the reserve for unfunded commitments under the Current Expected Credit Losses (“CECL”) approach consist of quantitative and qualitative estimates. The Company’s methodology leverages two quantitative models: a one variable forward-looking macroeconomic model that estimates the impact of management’s economic outlook and a transition probability matrix that estimates expected losses over the long run. The quantitative estimation is overlaid with qualitative adjustments to account for current conditions and forward-looking factors not captured in the quantitative model. Qualitative adjustments that are considered include adjustments for regulatory determinants, model limitations, and other current or anticipated events that are not captured in the Company’s historical loss experience.
The Company generally evaluates loans and leases on a collective or pool basis when similar risk characteristics exist. However, loans and leases that do not share similar risk characteristics are evaluated on an individual basis. Such loans and leases evaluated individually are excluded from the collective evaluation. Individually assessed loans are measured for estimated credit loss (“ECL”) based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less estimated selling costs, if the loan is collateral-dependent.
Management reviews relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts about the future. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors.
The Company utilizes a Probability of Default (“PD”)/Loss Given Default (“LGD”) framework to estimate the ACL and the reserve for unfunded commitments. The PD represents the percentage expectation to default, measured by assessing loans and leases that migrate to default status (i.e., nonaccrual status, 90 days or more past due, partial or full charge-offs or bankruptcy). LGD is defined as the percentage of the exposure at default (“EAD”) lost at the time of default, net of any recoveries, and will be unique to each of the collateral types securing the Company’s loans. PD and LGD’s are based on past experience of the Company. The ECL on loans and leases is calculated by taking the product of the credit exposure, lifetime default probability (“LDP”) and the LGD.
The ECL model is applied to current credit exposures at the account level, using assumptions calibrated at the portfolio segment level using internal historical loan and lease data. The Company estimates the default risk of a credit exposure over the remaining life of each account using a transition probability matrix approach which captures both the average rate of up/down-grade and default transitions, as well as withdrawal rates which capture the historical rate of exposure decline due to loan and lease amortization and prepayment. To apply the transition matrices, each credit exposure’s remaining life is split into two time segments. The first time segment is for the reasonable and supportable forecast period over which the transition matrices which are applied have been adjusted to incorporate current and forecasted conditions over that period. Management has determined that using aone year time horizon for the reasonable and supportable forecast period for all classes of loans and leases is a reasonable forecast horizon given the difficulty in predicting future economic conditions with a high degree of certainty. The second time segment is from the end of the reasonable and supportable forecast period to the maturity of the exposure, over which long-run average transition matrices are applied. Management elected to use an immediate reversion to the mean approach. Lifetime loss rates are applied against the amortized cost basis of loans and leases and unfunded commitments to estimate the ACL and the reserve for unfunded commitments, respectively.
On at least a quarterly basis, management convenes the Bank’s forecasting team which is responsible for reviewing the economic forecast model inputs and outputs and approving the resulting economic adjustment. The model uses a one-variable econometric model to produce factors that modify the long-run default rate assumptions used in the CECL model. These factors are applied to calculate the economic adjustment over the Reasonable and Supportable Forecast Period. At the meeting, management is presented with the economic forecast model input and output as well as the resulting economic adjustment.
The economic forecast framework allows management to use judgment in selecting the economic model input in cases where management’s outlook diverges from the official forecasts, and to apply qualitative dollar overlays to account for other economic related conditions not captured in the economic forecast model but are expected to potentially impact losses.
To inform the qualitative overlay, the team reviews other relevant economic variables and economic factors at the time of the meeting that could potentially impact future losses. These materials are presented to the economic forecasting team as they are economic in nature. If determined to be relevant and needing to be considered in the ACL estimate, these risks will be accounted for in the ACL estimate through a qualitative dollar overlay that is determined using either quantitative analysis or qualitative judgment, or a mix of both. These other factors could include inflation indicators, personal income, or visitor arrivals, for example.
The Company has identified three portfolio segments in estimating the ACL: commercial, residential real estate and consumer lending. The Company’s commercial portfolio segment is comprised offour distinct classes: commercial and industrial loans, commercial real estate loans, construction loans and lease financing. The key risk drivers related to this portfolio segment include risk rating, collateral type, and remaining maturity. The Company’s residential real estate portfolio segment is comprised oftwo distinct classes: residential real estate loans and home equity lines of credit. Specific risk characteristics related to this portfolio include the value of the underlying collateral, credit score and remaining maturity. Finally, the Company’s consumer portfolio segment is not further segmented, but consists primarily of automobile loans, credit cards and other installment loans. Automobile loans constitute the majority of this segment and are monitored using credit scores, collateral values and remaining maturity. The remainder of the consumer portfolio is predominantly unsecured.
Regarding accrued interest receivable, the Company made accounting policy elections to (1) not measure an ACL on accrued interest receivable, (2) write-off accrued interest receivable by reversing interest income and (3) present accrued interest receivable separately from the related financial asset on the balance sheet. Furthermore, regarding collateral-dependent financial assets, the Company elected the practical expedient to use the fair value of collateral at the reporting date when recording the net carrying amount of the asset and determining the ACL for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reporting date.
Reserve for Unfunded Commitments
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments, which is a component of other liabilities in the consolidated balance sheets, is adjusted through the provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
Provision for Credit Losses
The provision for credit losses (the “Provision”) represents the amount charged against current period earnings to achieve an ACL and reserve for unfunded commitments that in management’s judgment is adequate to absorb expected credit losses related to the Company’s loan and lease portfolio and off-balance sheet credit exposures. Accordingly, the Provision will vary from period to period based on management’s ongoing assessment of the overall adequacy of the ACL and reserve for unfunded commitments.
Premises and Equipment
Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of 7 to 39 years for premises,3 to 20 years for equipment and the shorter of the lease term or remaining useful life for leasehold improvements.
On a periodic basis, long-lived assets are reviewed for impairment. An impairment loss is recognized if the carrying amount of a long-lived asset exceeds its fair value and is not recoverable. An impairment analysis is performed whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable.
Operating lease rental income for leased assets, primarily premises, is recognized on a straight-line basis as an offset to rental expense.
Other Real Estate Owned and Repossessed Personal Property
Other real estate owned (“OREO”) and repossessed personal property are comprised primarily of properties that the Company acquires through foreclosure proceedings. The Company values these properties at fair value less estimated costs to sell the property upon acquisition, which establishes the new carrying value. The Company charges losses arising upon the acquisition of the property against the ACL. If the fair value of the property at the time of acquisition exceeds the carrying amount of the loan, the excess is recorded either as a recovery to the ACL if a charge-off had previously been recorded, or as a gain on initial transfer in other noninterest income. After acquisition, the Company carries such properties at the lower of cost or fair value less estimated selling costs on a nonrecurring basis. Any write-downs or losses from the subsequent disposition of such properties are included in other noninterest income. Gains recognized on the sale of such properties are included in other noninterest income.
Bank-Owned Life Insurance
The Company purchases life insurance policies on the lives of certain officers and employees and is the owner and beneficiary of these policies. Bank-owned life insurance is recorded on the Company’s consolidated balance sheets at its cash surrender value (“CSV”). Changes in the CSV and any death benefits received in excess of the CSV are recognized as noninterest income in the consolidated statements of income.
Goodwill
Goodwill represents the cost of acquired businesses in excess of the fair value of the net assets acquired. The Company performs impairment testing of goodwill, an indefinite-lived intangible asset, as required under GAAP on an annual basis or when circumstances change that indicate that a potential impairment may have occurred. The Company has assigned goodwill to its operating segments for impairment testing purposes. The goodwill impairment guidance provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing further impairment tests is unnecessary. However, if an entity concludes otherwise, or does not elect this option, it is required to perform impairment testing. The quantitative impairment test identifies potential impairments at the reporting unit level by comparing the estimated fair value of each identified reporting unit to its carrying amount. If the estimated fair value of a reporting unit exceeds its carrying amount, there is no impairment of goodwill. However, if the carrying amount exceeds the estimated fair value, an impairment exists, and an impairment loss is recognized in an amount equal to that excess. Subsequent reversals of goodwill impairment are prohibited.
Mortgage Servicing Rights
Mortgage servicing rights are recognized as assets when residential mortgage loans are sold and the rights to service those loans are retained. Mortgage servicing rights are initially recorded at fair value by using a discounted cash flow model to calculate the present value of estimated future net servicing income, incorporating assumptions that market participants would use in their estimates of fair value.
The Company’s mortgage servicing rights are accounted for under the amortization method and periodically assessed for impairment. The Company amortizes the mortgage servicing rights over the period of estimated net servicing income, taking into account prepayment assumptions. Any such indicated impairment is recognized in earnings during the period in which the impairment occurs. Mortgage servicing income, net of the amortization of mortgage servicing rights, is recorded as a component of other noninterest income in the consolidated statements of income.
Non-Marketable Equity Securities
The Company is required to own Federal Home Loan Bank (“FHLB”) of Des Moines stock as a condition of membership. These securities are accounted for under the cost method, which equals par value, and are included in other assets in the consolidated balance sheets. These securities do not have a readily determinable fair value as ownership is restricted and there is no market for these securities. The Company reviews these securities periodically for impairment. Management considers these 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. No impairment was recognized on non-marketable equity securities for the years ended December 31, 2023, 2022 and 2021.
Internal-Use Software
Capitalized internal-use software, stated at cost less accumulated amortization, includes purchased software and capitalizable application development costs associated with internally developed software. Capitalized internal-use software is included as a component of other assets, net of accumulated amortization, on the consolidated balance sheets. Amortization expense is computed on a straight-line method over the estimated useful life of the software, generally up tofive years.
The Company also enters in the ordinary course of business into technology-related hosting arrangements that are service contracts. These arrangements can include capitalizable implementation costs that are amortized on a straight-line basis over the term of the hosting arrangement. Capitalized implementation costs associated with hosting arrangements that are service contracts are included as a component of other assets, net of accumulated amortization, on the consolidated balance sheets.
Pension and Other Postretirement Benefit Plans
The Company has a qualified noncontributory defined benefit pension plan, an unfunded supplemental executive retirement plan, a directors’ retirement plan, a non-qualified pension plan for eligible directors and a postretirement benefit plan providing life insurance and healthcare benefits that is offered to directors and employees, as applicable. The qualified noncontributory defined benefit pension plan, the unfunded supplemental executive retirement plan and the directors’ retirement plan are all frozen plans to new participants. To calculate annual pension costs, management uses the following key variables: (1) size of the employee population, length of service and estimated compensation increases; (2) actuarial assumptions and estimates; (3) expected long-term rate of return on plan assets; and (4) discount rate. For all pension and postretirement benefit plan calculations, the Company uses a December 31 st measurement date.
The expected long-term rate of return was based on a calculated rate of return from average rates of return on various asset classes over a 20-year historical time horizon. Using long-term historical data allows the Company to capture multiple economic environments, which management believes is relevant when using historical returns. Net actuarial gains or losses that exceed a 5% corridor of the greater of the projected benefit obligation or the fair value of plan assets as of the beginning of the year are amortized from accumulated other comprehensive income into net periodic pension cost on a straight-line basis over five years.
In estimating the projected benefit obligation, an independent actuary bases assumptions on factors such as mortality rate, turnover rate, retirement rate, disability rate and other assumptions related to the population of individuals in the pension plan. If significant actuarial gains or losses occur, the actuary reviews the demographic and economic assumptions with management, at which time the Company considers revising these assumptions based on actual results.
The Company recognizes an asset on its consolidated balance sheets for a plan’s overfunded status or a liability for a plan’s underfunded status. The Company also measures the plans’ assets and obligations that determine its funded status as of the end of the year and recognizes those changes in other comprehensive income, net of tax. Periodic pension expense (or income) includes service costs, interest costs based on the assumed discount rate, the expected return on plan assets based on an actuarially derived market-related value and amortization of actuarial gains and losses. Service cost is included in salaries and employee benefits expense, while all other components of net periodic pension cost are included in other noninterest expense in the consolidated statements of income.
Income Taxes
Current income tax expense is recognized for the amount of income taxes expected to be payable or refundable for the current period, and deferred income taxes are provided to reflect the tax effect of temporary differences between financial statement carrying amounts and the corresponding tax basis of assets and liabilities. Deferred income taxes are calculated by applying enacted statutory tax rates and tax laws to future years in which temporary differences are expected to reverse. The impact on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that the tax rate change is enacted. A deferred tax valuation allowance is established if it is more likely than not that a deferred tax asset will not be realized. Interest and penalties, if any, expected to be assessed or refunded by taxing authorities relating to an underpayment or overpayment of income taxes are accrued and recorded as part of income tax expense.
Excise tax credits relating to premises and equipment are accounted for using the flow-through method, and the benefit is recognized in the year the asset is placed in service. General business and excise tax credits generated from the leasing portfolio, except for credits that are passed on to lessees, are recognized over the term of the lease for book purposes, but in the year placed in service for tax purposes.
The Company maintains reserves for unrecognized tax benefits that arise in the normal course of business. As of December 31, 2023, these positions were evaluated based on an assessment of probabilities as to the likelihood of whether a liability had been incurred. Such assessments are reviewed as events occur and adjustments to the reserves are made as appropriate. In evaluating a tax position for recognition, the Company evaluates whether it is more likely than not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more likely than not recognition threshold, the tax position is measured and recognized in the Company’s consolidated financial statements as the largest amount of tax benefit that, in management’s judgment, is greater than 50% likely of being realized upon ultimate settlement.
Derivative Instruments and Hedging Activities
Derivatives are recognized on the consolidated balance sheets at fair value. On the date the Company enters into a derivative contract, the Company designates the derivative instrument as: (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”); (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”); or (3) held for trading, customer accommodation or not qualifying for hedge accounting (“free-standing derivative instrument”).
For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability or of an unrecognized firm commitment attributable to interest rate risk are recorded in current period earnings. For a cash flow hedge, to the extent that the hedge is considered highly effective, changes in the fair value of the derivative instrument are recorded in other comprehensive income and subsequently reclassified to net income in the same period that the hedged transaction impacts net income. For free-standing derivative instruments, changes in fair values are reported in current period earnings.
The Company formally documents the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are designated as hedges to specific assets or liabilities, unrecognized firm commitments or forecasted transactions. The Company also formally assesses, both at the inception of a hedge and on a quarterly basis, whether the derivative instruments used are highly effective in offsetting changes in fair values of, or cash flows related to, hedged items.
Fair Value Measurements
Fair value measurements apply whenever GAAP requires or permits assets or liabilities to be measured at fair value either on a recurring or nonrecurring basis. 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. Fair value is based on the assumptions that management believes market participants would use when pricing an asset or liability. Fair value measurement and disclosure guidance established a three-level fair value hierarchy that prioritizes the use of inputs used in valuation methodologies. Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements.
Stock-Based Compensation
The Company grants stock-based awards, including restricted stock, restricted shares, performance share units, performance shares and restricted stock units. These awards are issued at no cost to the recipient. The fair value of restricted stock, restricted shares and restricted stock unit awards was based on the closing price of FHI’s common stock on the date of grant. Such awards were recognized in the Company’s consolidated statements of income on a straight-line basis over the vesting period. Recipients of performance shares and performance share units are entitled to receive shares of FHI common stock at no cost, subject to the Company’s achievement of specified market or performance conditions. The grant date fair value of the performance share units subject to the Company’s achievement of specified market conditions was estimated using a Monte Carlo simulation model. For purposes of this modeling exercise, historical volatilities of FHI common stock and members of the peer group were used. The risk-free interest rate that was used in the valuation was that of a zero-coupon U.S. Treasury note that was commensurate with the performance period. The grant date fair value of the performance share units and performance shares subject to the Company’s achievement of performance conditions was based on the closing price of FHI’s common stock on the date of grant. Forfeitures of stock-based awards are recognized as they occur.
As compensation cost is recognized, a deferred tax asset is established which represents an estimate of the future tax deduction from the release of restrictions or the achievement of performance targets. At the time that restrictions on the stock-based awards are released, the Company may be required to recognize an adjustment to income tax expense, depending on the market price of the Company’s common stock at that time.
Treasury Stock
Shares of the Parent’s common stock that were repurchased or that are used to satisfy payroll tax withholdings related to stock-based compensation are recorded in treasury stock at cost. On the date of subsequent reissuance, the treasury stock account will be reduced by the cost of such stock on a first-in, first-out basis.
Earnings per Share
Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period, assuming conversion of potentially dilutive common stock equivalents.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred. Advertising and marketing costs were $7.6 million, $8.0 million, and $6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Accounting Standards Adopted in 2023
In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-01,Derivatives and Hedging (Topic 815), Fair Value Hedging – Portfolio Layer Method. This update clarifies the guidance in Topic 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. Under current hedge accounting guidance, the “last-of-layer” method enables an entity to apply fair value hedging to a stated amount of a closed portfolio of prepayable financial assets without having to consider prepayment risk or credit risk when measuring those assets. The hedged item represents a single layer within that closed portfolio. This update expands the scope of this guidance to allow entities to apply the “portfolio layer” method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. The current model is expanded to (1) explicitly allow entities to designate multiple layers in a single portfolio as individual hedged items and (2) also allow entities the flexibility to use any type of derivative (or combination of derivatives) by applying the multiple-layer model that aligns with its risk management strategy. Although no assets may be added to a closed portfolio once it is designated in a portfolio layer method hedge, at any time after the initial hedge designation, new hedging relationships associated with the portfolio may be designated and existing hedging relationships associated with the portfolio may be dedesignated to align with an entity’s evolving strategy for managing interest rate risk on a timely basis. Under the portfolio layer method, the basis of the portfolio assets is generally adjusted at the portfolio level rather than being allocated to individual assets within the portfolio, except when the allocation of basis adjustments is required by other areas of GAAP. The intent of this update is consistent with the FASB’s efforts to better align an entity’s financial reporting with the results of its risk management strategy and to further simplify the hedge accounting model. The Company adopted the provisions of ASU No. 2022-01 on January 1, 2023, and it did not have a material impact on the Company’s consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02,Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. This update eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in Subtopic 310-40 and amends the guidance on vintage disclosures to require disclosure of current period gross charge-offs by year of origination. This ASU also updates the requirements related to accounting for credit losses under Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The Company adopted the provisions of ASU No. 2022-02 on January 1, 2023, and it did not have a material impact on the Company’s consolidated financial statements. See “Note 5. Allowance for Credit Losses” for required disclosures related to this new guidance.
Enactment of the Inflation Reduction Act of 2022
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (IRA) which, among other changes, created a new corporate alternative minimum tax (AMT) based on adjusted financial statement income and imposes a 1% excise tax on corporate stock repurchases. These provisions became effective January 1, 2023. The enactment of the IRA did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
The following ASUs have been issued by the FASB and are applicable to the Company in future reporting periods.
In March 2023, the FASB issued ASU No. 2023-01,Leases (Topic 842), Common Control Arrangements. This update clarifies the accounting for leasehold improvements associated with common control leases. Prior to this update, Topic 842 generally required leasehold improvements to have an amortization period consistent with the shorter of the useful life of those improvements or the remaining lease term. This update will require leasehold improvements associated with common control leases to be (1) amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease, and (2) accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. In addition, this update also subjects leasehold improvements to the impairment guidance in Topic 360,Property, Plant, and Equipment. The Company adopted the provisions of ASU No. 2023-01 on January 1, 2024, and it did not have a material impact on the Company’s consolidated financial statements.
In March 2023, the FASB issued ASU No. 2023-02,Investments—Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. This update expands the population of tax equity investments for which a reporting entity may elect to apply the proportional amortization method (“PAM”). Under current guidance, an entity can only elect to apply the PAM to investments in low-income housing tax credit (“LIHTC”) structures. This update permits an entity to make an election to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the PAM if certain conditions are met. An accounting policy election is made to apply the PAM on a tax credit program-by-program basis rather than electing to apply the PAM at the reporting entity level or to individual investments. By applying the PAM, a reporting entity must account for the receipt of the investment tax credits using the flow-through method under Topic 740, Income Taxes, even if the entity applies the deferral method for other investment tax credits received. For all tax equity investments accounted for using the PAM, this update also requires the use of the delayed equity contribution guidance. LIHTC investments not accounted for using the PAM will no longer be permitted to use the delayed equity contribution guidance. In addition, LIHTC investments accounted for using the equity method must apply the impairment guidance in Subtopic 323-10,Investments—Equity Method and Joint Ventures—Overall. Further, LIHTC investments that are not accounted for using the PAM or the equity method must use the guidance in Topic 321,Investments—Equity Securities, when accounting for equity investments. In addition, the amendments in this update require specific disclosures that must be applied to all investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the PAM, including investments within that elected program that do not meet the conditions to apply the PAM. Such disclosures include the nature of its tax equity investments and the effect of such investments and related income tax credits and other income tax benefits on its financial position and results of operations. The Company adopted the provisions of ASU No. 2023-02 on January 1, 2024, and it did not have a material impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07,Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. In addition, the amendments clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and expand interim disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The amendments are effective for the Company’s annual periods beginning January 1, 2024 and interim periods beginning January 1, 2025, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is in the process of evaluating the impact that this new guidance may have on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09,Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This update includes amendments that further enhance the transparency and decision usefulness of income tax disclosures, primarily through standardizing and disaggregating rate reconciliation categories and income taxes paid by jurisdiction. This update is effective for the Company’s annual periods beginning January 1, 2025. Early adoption is permitted. The Company is in the process of evaluating the impact that this new guidance may have on the Company’s consolidated financial statements.
2. Transactions with Affiliates and Related Parties
In the normal course of business, the Company makes loans to executive officers and directors of the Company and its subsidiary and to entities and individuals affiliated with those executive officers and directors. These loans are made on terms no less favorable to the Company than those prevailing at the time for comparable transactions with unrelated persons or, in the case of certain residential real estate loans, on terms that are widely available to employees of the Company who are not directors or executive officers.
Changes in the loans to such executive officers, directors and affiliates during 2023, 2022 and 2021 were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | |||||||||
| Balance at beginning of year | | $57,247 | | $86,035 | | $91,226 | |||
| New loans made | | | 5,884 | | | 10,776 | | | 2,659 |
| Repayments | | | (10,099) | | | (39,564) | | | (7,850) |
| Balance at end of year | | $53,032 | | $57,247 | | $86,035 | |||
There wereno noninterest expense andno ninterest income to and from affiliates during the years ended December 31, 2023, 2022 and 2021. Additionally, the Company hadno other liabilities with affiliates andno off-balance sheet commitments with affiliates to purchase and sell foreign currencies as of December 31, 2023 and 2022.
3. Investment Securities
As of December 31, 2023 and 2022, investment securities consisted predominantly of the following investment categories:
U.S. Treasury and debt securities** **– includes U.S. Treasury notes and debt securities issued by government-sponsored enterprises.
Mortgage-backed securities** **– includes securities backed by notes or receivables secured by mortgage assets with cash flows based on actual or scheduled payments.
Collateralized mortgage obligations** **– includes securities backed by a pool of mortgages with cash flows distributed based on certain rules rather than pass through payments.
Collateralized loan obligations** **– includes structured debt securities backed by a pool of loans, consisting of primarily non-investment grade broadly syndicated corporate loans with additional credit enhancement. These are floating rate securities that have an investment grade rating of AA or better.
Debt securities issued by states and political subdivisions** **– includes general obligation bonds issued by state and local governments.
As of December 31, 2023 and 2022, the Company’s investment securities were classified as either available-for-sale or held-to-maturity. Amortized cost, gross unrealized holding gains and losses and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2023 · · 2022 | ||||||||||||||||||||||||
| · · Amortized · · Unrealized · · Unrealized · · Fair · · Amortized · · Unrealized · · Unrealized · · Fair | ||||||||||||||||||||||||
| (dollars in thousands) · Cost · Gains · Losses · Value · Cost · Gains · Losses · Value | ||||||||||||||||||||||||
| U.S. Treasury and government agency debt securities | | $33,169 | | $— | | $(666) | | $32,503 | | $163,309 | | $— | | $(12,327) | | $150,982 | ||||||||
| Government-sponsored enterprises debt securities | | | 20,000 | | | — | | | (408) | | | 19,592 | | | 45,000 | | | — | | | (699) | | | 44,301 |
| Mortgage-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential - Government agency | | | 11,303 | | | — | | | (1,121) | | | 10,182 | | | 66,792 | | | — | | | (7,069) | | | 59,723 |
| Residential - Government-sponsored enterprises | | | 895,421 | | | — | | | (112,124) | | | 783,297 | | | 1,317,718 | | | — | | | (157,263) | | | 1,160,455 |
| Commercial - Government agency | | | 268,944 | | | — | | | (50,270) | | | 218,674 | | | 282,700 | | | — | | | (44,847) | | | 237,853 |
| Commercial - Government-sponsored enterprises | | | 93,459 | | | — | | | (7,028) | | | 86,431 | | | 130,612 | | | — | | | (11,039) | | | 119,573 |
| Commercial - Non-agency | | | 21,964 | | | — | | | (281) | | | 21,683 | | | 21,964 | | | — | | | (493) | | | 21,471 |
| Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Government agency | | | 538,718 | | | — | | | (67,568) | | | 471,150 | | | 738,524 | | | — | | | (85,202) | | | 653,322 |
| Government-sponsored enterprises | | | 425,826 | | | — | | | (61,856) | | | 363,970 | | | 533,103 | | | — | | | (70,971) | | | 462,132 |
| Collateralized loan obligations | | | 249,871 | | | 43 | | | (2,060) | | | 247,854 | | | 249,877 | | | 50 | | | (8,606) | | | 241,321 |
| Total available-for-sale securities | | $2,558,675 | | $43 | | $(303,382) | | $2,255,336 | | $3,549,599 | | $50 | | $(398,516) | | $3,151,133 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Government agency debt securities | | $52,051 | | $— | | $(4,497) | | $47,554 | | $54,318 | | $— | | $(5,674) | | $48,644 | ||||||||
| Mortgage-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential - Government agency | | | 43,885 | | | — | | | (5,189) | | | 38,696 | | | 46,302 | | | — | | | (6,294) | | | 40,008 |
| Residential - Government-sponsored enterprises | | | 99,379 | | | — | | | (11,013) | | | 88,366 | | | 106,534 | | | — | | | (12,978) | | | 93,556 |
| Commercial - Government agency | | | 30,795 | | | — | | | (7,017) | | | 23,778 | | | 30,544 | | | — | | | (5,229) | | | 25,315 |
| Commercial - Government-sponsored enterprises | | | 1,129,738 | | | 195 | | | (130,757) | | | 999,176 | | | 1,150,449 | | | — | | | (138,451) | | | 1,011,998 |
| Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Government agency | | | 989,130 | | | — | | | (109,471) | | | 879,659 | | | 1,080,492 | | | — | | | (122,378) | | | 958,114 |
| Government-sponsored enterprises | | | 1,642,274 | | | — | | | (193,897) | | | 1,448,377 | | | 1,798,178 | | | — | | | (207,045) | | | 1,591,133 |
| Debt securities issued by states and political subdivisions | | | 54,197 | | | — | | | (4,947) | | | 49,250 | | | 53,822 | | | — | | | (7,768) | | | 46,054 |
| Total held-to-maturity securities | | $4,041,449 | | $195 | | $(466,788) | | $3,574,856 | | $4,320,639 | | $— | | $(505,817) | | $3,814,822 | ||||||||
During the year ended December 31, 2022, the Company reclassified at fair value approximately $4.6 billion in available-for-sale investment securities to the held-to-maturity category. The related total unrealized after-tax losses of approximately $372.4 million remained in accumulated other comprehensive loss to be amortized over the estimated remaining life of the securities as an adjustment of yield, offsetting the related accretion of the discount on the transferred securities. No gains or losses were recognized at the time of reclassification. Management considers the held-to-maturity classification of these investment securities to be appropriate as the Company has the positive intent and ability to hold these securities to maturity. There wereno securities transferred from available-for-sale investment securities to the held-to-maturity category during the year ended December 31, 2023.
Accrued interest receivable related to available-for-sale investment securities was $7.2 million and $8.9 million as of December 31, 2023 and 2022, respectively. Accrued interest receivable related to held-to-maturity investment securities was $7.0 million and $7.5 million as of December 31, 2023 and 2022, respectively. Accrued interest receivable is recorded separately from the amortized cost basis of investment securities on the Company’s consolidated balance sheets.
Including the 2023 sale of Visa Class B restricted shares described below, proceeds from calls and sales of investment securities were $8.3 million and $551.6 million, respectively, for the year ended December 31, 2023. Proceeds from calls and sales of investment securities were $1.7 million andnil, respectively, for the year ended December 31, 2022. Proceeds from calls and sales of investment securities were $8.6 million and $2.5 million, respectively, for the year ended December 31, 2021. The Company recorded gross realized gains of $40.8 million, nil and $0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recorded gross realized losses of $40.0 million for the year ended December 31, 2023, andnil for both the years ended December 31, 2022 and 2021. The income tax expense related to the Company’s net realized gains on the sale of investment securities was $0.2 million for the year ended December 31, 2023, and wasnil for both the years ended December 31, 2022 and 2021. Gains and losses realized on sales of securities are determined using the specific identification method.
Interest income from taxable investment securities was $134.5 million, $128.7 million and $93.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Interest income from non-taxable investment securities was $13.2 million, $13.8 million and $8.1 million for the years ended December 31, 2023, 2022 and 2021.
The amortized cost and fair value of debt securities issued by the U.S. Treasury, government agencies, government-sponsored enterprises and states and political subdivisions, non-agency mortgage-backed securities and collateralized loan obligations as of December 31, 2023, by contractual maturity, are shown below. Mortgage-backed securities and collateralized mortgage obligations issued by government agencies and government-sponsored enterprises are disclosed separately in the table below as remaining expected maturities will differ from contractual maturities as borrowers have the right to prepay obligations.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, 2023 | ||||||
| · · Amortized · · Fair | ||||||
| (dollars in thousands) | Cost | Value | ||||
| Available-for-sale securities | | | | | | |
| Due in one year or less | | $25,071 | | $24,742 | ||
| Due after one year through five years | | | 37,373 | | | 36,527 |
| Due after five years through ten years | | | 97,695 | | | 96,879 |
| Due after ten years | | | 164,865 | | | 163,484 |
| | | | 325,004 | | | 321,632 |
| | | | | | | |
| Mortgage-backed securities: | | | | | | |
| Residential - Government agency | | | 11,303 | | | 10,182 |
| Residential - Government-sponsored enterprises | | | 895,421 | | | 783,297 |
| Commercial - Government agency | | | 268,944 | | | 218,674 |
| Commercial - Government-sponsored enterprises | | | 93,459 | | | 86,431 |
| Total mortgage-backed securities | | | 1,269,127 | | | 1,098,584 |
| Collateralized mortgage obligations: | | | | | | |
| Government agency | | | 538,718 | | | 471,150 |
| Government-sponsored enterprises | | | 425,826 | | | 363,970 |
| Total collateralized mortgage obligations | | | 964,544 | | | 835,120 |
| Total available-for-sale securities | | $2,558,675 | | $2,255,336 | ||
| | | | | | | |
| Held-to-maturity securities | | | | | | |
| Due in one year or less | | $— | | $— | ||
| Due after one year through five years | | | — | | | — |
| Due after five years through ten years | | | 22,082 | | | 20,318 |
| Due after ten years | | | 84,166 | | | 76,486 |
| | | | 106,248 | | | 96,804 |
| | | | | | | |
| Mortgage-backed securities: | | | | | | |
| Residential - Government agency | | | 43,885 | | | 38,696 |
| Residential - Government-sponsored enterprises | | | 99,379 | | | 88,366 |
| Commercial - Government agency | | | 30,795 | | | 23,778 |
| Commercial - Government-sponsored enterprises | | | 1,129,738 | | | 999,176 |
| Total mortgage-backed securities | | | 1,303,797 | | | 1,150,016 |
| Collateralized mortgage obligations: | | | | | | |
| Government agency | | | 989,130 | | | 879,659 |
| Government-sponsored enterprises | | | 1,642,274 | | | 1,448,377 |
| Total collateralized mortgage obligations | | | 2,631,404 | | | 2,328,036 |
| Total held-to-maturity securities | | $4,041,449 | | $3,574,856 | ||
At December 31, 2023, pledged securities totaled $5.0 billion, of which $2.6 billion was pledged to secure public deposits, $2.3 billion was pledged to secure borrowing capacity and $183.0 million was pledged to secure other financial transactions. At December 31, 2022, pledged securities totaled $3.2 billion, of which $3.0 billion was pledged to secure public deposits and $207.8 million was pledged to secure other financial transactions.
The Company heldno securities of any single issuer, other than debt securities issued by the U.S. government, government agencies and government-sponsored enterprises, which were in excess of 10% of stockholders’ equity as of December 31, 2023 and 2022.
The following tables present the unrealized gross losses and fair values of securities in the available-for-sale portfolio by length of time that the 222 and 275 individual securities in each category have been in a continuous loss position as of December 31, 2023 and 2022, respectively. The unrealized losses on available-for-sale investment securities were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Time in Continuous Loss as of December 31, 2023 | ||||||||||||||||||
| · · Less Than 12 Months · · 12 Months or More · · Total | ||||||||||||||||||
| · · Unrealized · · · · · Unrealized · · · · · Unrealized · · · | ||||||||||||||||||
| (dollars in thousands) · Losses · Fair Value · Losses · Fair Value · Losses · Fair Value | ||||||||||||||||||
| U.S. Treasury and government agency debt securities | | $— | | $— | | $(666) | | $32,503 | | $(666) | | $32,503 | ||||||
| Government-sponsored enterprises debt securities | | | — | | | — | | | (408) | | | 19,592 | | | (408) | | | 19,592 |
| Mortgage-backed securities: | | | | | | | | | | | | | | | | | | |
| Residential - Government agency | | | — | | | — | | | (1,121) | | | 10,182 | | | (1,121) | | | 10,182 |
| Residential - Government-sponsored enterprises | | | — | | | — | | | (112,124) | | | 783,297 | | | (112,124) | | | 783,297 |
| Commercial - Government agency | | | — | | | — | | | (50,270) | | | 218,674 | | | (50,270) | | | 218,674 |
| Commercial - Government-sponsored enterprises | | | — | | | — | | | (7,028) | | | 86,431 | | | (7,028) | | | 86,431 |
| Commercial - Non-agency | | | — | | | — | | | (281) | | | 21,683 | | | (281) | | | 21,683 |
| Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | |
| Government agency | | | — | | | — | | | (67,568) | | | 471,150 | | | (67,568) | | | 471,150 |
| Government-sponsored enterprises | | | — | | | — | | | (61,856) | | | 363,970 | | | (61,856) | | | 363,970 |
| Collateralized loan obligations | | | (564) | | | 63,667 | | | (1,496) | | | 163,126 | | | (2,060) | | | 226,793 |
| Total available-for-sale securities with unrealized losses | | $(564) | | $63,667 | | $(302,818) | | $2,170,608 | | $(303,382) | | $2,234,275 | ||||||
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Time in Continuous Loss as of December 31, 2022 | ||||||||||||||||||
| · · Less Than 12 Months · · 12 Months or More · · Total | ||||||||||||||||||
| · · Unrealized · · · · · Unrealized · · · · · Unrealized · · · | ||||||||||||||||||
| (dollars in thousands) · Losses · Fair Value · Losses · Fair Value · Losses · Fair Value | ||||||||||||||||||
| U.S. Treasury and government agency debt securities | | $(2,962) | | $83,870 | | $(9,365) | | $67,112 | | $(12,327) | | $150,982 | ||||||
| Government-sponsored enterprises debt securities | | | (699) | | | 44,301 | | | — | | | — | | | (699) | | | 44,301 |
| Mortgage-backed securities: | | | | | | | | | | | | | | | | | | |
| Residential - Government agency | | | (7,069) | | | 59,723 | | | — | | | — | | | (7,069) | | | 59,723 |
| Residential - Government-sponsored enterprises | | | (73,954) | | | 645,338 | | | (83,309) | | | 515,117 | | | (157,263) | | | 1,160,455 |
| Commercial - Government agency | | | (15,852) | | | 108,842 | | | (28,995) | | | 129,011 | | | (44,847) | | | 237,853 |
| Commercial - Government-sponsored enterprises | | | (7,348) | | | 94,657 | | | (3,691) | | | 24,916 | | | (11,039) | | | 119,573 |
| Commercial - Non-agency | | | (493) | | | 21,471 | | | — | | | — | | | (493) | | | 21,471 |
| Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | |
| Government agency | | | (74,797) | | | 596,907 | | | (10,405) | | | 56,415 | | | (85,202) | | | 653,322 |
| Government-sponsored enterprises | | | (21,916) | | | 198,108 | | | (49,055) | | | 264,024 | | | (70,971) | | | 462,132 |
| Collateralized loan obligations | | | (8,606) | | | 170,042 | | | — | | | — | | | (8,606) | | | 170,042 |
| Total available-for-sale securities with unrealized losses | | $(213,696) | | $2,023,259 | | $(184,820) | | $1,056,595 | | $(398,516) | | $3,079,854 | ||||||
At December 31, 2023 and 2022, the Company did not have any available-for-sale securities with the intent to sell and determined it was more likely than not that the Company would not be required to sell the securities prior to recovery of the amortized cost basis. As the Company had the intent and ability to hold the remaining available-for-sale securities in an unrealized loss position as of December 31, 2023 and 2022, each security with an unrealized loss position in the above tables has been further assessed to determine if a credit loss exists. As of December 31, 2023 and 2022, the Company did not expect any credit losses in its available-for-sale debt securities andno credit losses were recognized on available-for-sale securities during the years ended December 31, 2023 and 2022.
As of December 31, 2023 and 2022, the Company’s investment securities were comprised primarily of debt securities, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government, its agencies and government-sponsored enterprises, with under 5% of the investment securities comprised of collateralized loan obligations rated AA or better and obligations issued by local state and political subdivisions rated AA or better. For investment securities issued by the U.S. Government, its agencies and government-sponsored enterprises, management has concluded that the long history with no credit losses from these issuers indicates an expectation that nonpayment of the amortized cost basis is zero, and these securities are explicitly or implicitly fully guaranteed by the U.S. government. The U.S. government can print its own currency and its currency is routinely held by central banks and other major financial institutions. The dollar is used in international commerce, and commonly is viewed as a reserve currency, all of which qualitatively indicates that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. For collateralized loan obligations and debt securities issued by local state and political subdivisions, these securities are investment grade and highly rated and carry either sufficient credit enhancement or days cash on hand to support timely payments of principal and interest. As a result, the Company doesnot expect any future payment defaults and hasnot recorded an allowance for credit losses for its available-for-sale and held-to-maturity debt securities as of December 31, 2023 and 2022.
During the year ended December 31, 2023, the Company recorded a $40.8 million net realized gain related to the sale of approximately 120,000 Visa Class B restricted shares. The Company didnot hold any Visa Class B restricted shares as of December 31, 2023. As of December 31, 2022, the Company held approximately 120,000 Visa Class B restricted shares which were carried at $0 cost basis.
4. Loans and Leases
As of December 31, 2023 and 2022, loans and leases were comprised of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Commercial and industrial | | $2,165,349 | | $2,235,897 | ||
| Commercial real estate | | | 4,340,243 | | | 4,132,309 |
| Construction | | | 900,292 | | | 844,643 |
| Residential: | | | | | | |
| Residential mortgage | | | 4,283,315 | | 4,302,788 | |
| Home equity line | | | 1,174,588 | | | 1,055,351 |
| Total residential | | 5,457,903 | | | 5,358,139 | |
| Consumer | | | 1,109,901 | | | 1,222,934 |
| Lease financing | | | 379,809 | | | 298,090 |
| Total loans and leases | | $14,353,497 | | $14,092,012 | ||
Outstanding loan balances are reported net of deferred loan costs and fees of $57.5 million and $56.1 million at December 31, 2023 and 2022, respectively.
Accrued interest receivable related to loans and leases was $70.1 million and $61.6 million as of December 31, 2023 and 2022, respectively, and is recorded separately from the amortized cost basis of loans and leases on the Company’s consolidated balance sheets.
As of December 31, 2023, residential real estate loans and commercial real estate loans totaling $4.5 billion were pledged to collateralize the Company’s borrowing capacity at the FHLB, and consumer, commercial and industrial, commercial real estate, residential real estate loans and pledged securities totaling $4.3 billion were pledged to collateralize the borrowing capacity at the FRB. As of December 31, 2022, residential real estate loans totaling $3.5 billion were pledged to collateralize the Company’s borrowing capacity at the FHLB, and consumer, commercial and industrial, commercial real estate and residential real estate loans totaling $1.7 billion were pledged to collateralize the borrowing capacity at the FRB. Residential real estate loans collateralized by properties that were in the process of foreclosure totaled $6.9 million and $2.8 million at December 31, 2023 and 2022, respectively.
Net gains related to the sales of loans, recorded as a component of other noninterest income, were $0.2 million and $1.3 million for the years ended December 31, 2023 and 2021, respectively. Net losses related to the sales of loans, recorded as a component of other noninterest income, werenil for the year ended December 31, 2022.
In the course of evaluating the credit risk presented by a customer and the pricing that will adequately compensate the Company for assuming that risk, management may require a certain amount of collateral support. The type of collateral held varies, but may include accounts receivable, inventory, land, buildings, equipment, income-producing commercial properties and residential real estate. The Company applies the same collateral policy for loans whether they are funded immediately or on a delayed basis. The loan and lease portfolio is principally located in Hawaii and, to a lesser extent, on the U.S. Mainland, Guam and Saipan. The risk inherent in the portfolio depends upon both the economic stability of the state or territories, which affects property values, and the financial strength and creditworthiness of the borrowers.
5. Allowance for Credit Losses
The Company maintains an ACL that is deducted from the amortized cost basis of loans and leases to present the net carrying value of loans and leases expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount of loans and leases.
The Company also maintains an estimated reserve for unfunded commitments on the consolidated balance sheets. The reserve for unfunded commitments is reduced in the period in which the off-balance sheet financial instruments expire, loan funding occurs, or is otherwise settled.
Rollforward of the Allowance for Credit Losses
The following presents the activity in the ACL by class of loans and leases for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2023 | ||||||||||||||||||||||||
| · · Commercial Lending · · Residential Lending · · · · · · | ||||||||||||||||||||||||
| · · Commercial · · Commercial · · · · · · · · Home · · · · · · | ||||||||||||||||||||||||
| · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | ||||||||||||||||||||||||
| (dollars in thousands) | Industrial | Estate | Construction | Financing | Mortgage | Line | Consumer | Total | ||||||||||||||||
| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $14,564 | | $43,810 | | $5,843 | | $1,551 | | $35,175 | | $8,296 | | $34,661 | | $143,900 | ||||||||
| Charge-offs | | | (3,482) | | | (2,500) | | | — | | | — | | | (122) | | | (292) | | | (17,110) | | | (23,506) |
| Recoveries | | | 3,346 | | | — | | | — | | | — | | | 141 | | | 702 | | | 7,090 | | | 11,279 |
| Provision | | | 528 | | | 2,634 | | | 4,549 | | | 203 | | | 1,686 | | | 3,022 | | | 12,238 | | | 24,860 |
| Balance at end of year | | $14,956 | | $43,944 | | $10,392 | | $1,754 | | $36,880 | | $11,728 | | $36,879 | | $156,533 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2022 | ||||||||||||||||||||||||
| · · Commercial Lending · · Residential Lending · · · · · · | ||||||||||||||||||||||||
| · · Commercial · · Commercial · · · · · · · · Home · · · · · · | ||||||||||||||||||||||||
| · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | ||||||||||||||||||||||||
| (dollars in thousands) | Industrial | Estate | Construction | Financing | Mortgage | Line | Consumer | Total | ||||||||||||||||
| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $20,080 | | $42,951 | | $9,773 | | $1,659 | | $34,364 | | $5,642 | | $42,793 | | $157,262 | ||||||||
| Charge-offs | | | (2,012) | | | (750) | | | — | | | — | | | (103) | | | (1,175) | | | (16,848) | | | (20,888) |
| Recoveries | | | 897 | | | 14 | | | — | | | 60 | | | 418 | | | 713 | | | 7,545 | | | 9,647 |
| Provision | | | (4,401) | | | 1,595 | | | (3,930) | | | (168) | | | 496 | | | 3,116 | | | 1,171 | | | (2,121) |
| Balance at end of year | | $14,564 | | $43,810 | | $5,843 | | $1,551 | | $35,175 | | $8,296 | | $34,661 | | $143,900 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2021 | ||||||||||||||||||||||||
| · · Commercial Lending · · Residential Lending · · · · · · | ||||||||||||||||||||||||
| · · Commercial · · Commercial · · · · · · · · Home · · · · · · | ||||||||||||||||||||||||
| · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | ||||||||||||||||||||||||
| (dollars in thousands) | Industrial | Estate | Construction | Financing | Mortgage | Line | Consumer | Total | ||||||||||||||||
| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $24,711 | | $58,123 | | $10,039 | | $3,298 | | $40,461 | | $7,163 | | $64,659 | | $208,454 | ||||||||
| Charge-offs | | | (5,949) | | | (66) | | | — | | | — | | | (632) | | | (342) | | | (16,634) | | | (23,623) |
| Recoveries | | | 867 | | | 39 | | | 266 | | | — | | | 261 | | | 117 | | | 9,600 | | | 11,150 |
| Provision | | | 451 | | | (15,145) | | | (532) | | | (1,639) | | | (5,726) | | | (1,296) | | | (14,832) | | | (38,719) |
| Balance at end of year | | $20,080 | | $42,951 | | $9,773 | | $1,659 | | $34,364 | | $5,642 | | $42,793 | | $157,262 | ||||||||
Rollforward of the Reserve for Unfunded Commitments
The following presents the activity in the Reserve for Unfunded Commitments for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2023 | |||||||||||||||||||||||||
| · · · Commercial Lending · · Residential Lending · · · · · · | |||||||||||||||||||||||||
| · · · Commercial · · Commercial · · · · · · · · Home · · · · · · | |||||||||||||||||||||||||
| · · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | |||||||||||||||||||||||||
| (dollars in thousands) · · Industrial · Estate · Construction · Financing · Mortgage · Line · Consumer · Total | |||||||||||||||||||||||||
| Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | | $7,811 | | $2,004 | | $7,470 | | $— | | $30 | | $16,483 | | $37 | | $33,835 | ||||||||
| Provision | | | | 1,305 | | | (217) | | | 578 | | | — | | | (6) | | | 106 | | | 4 | | | 1,770 |
| Balance at end of year | | | $9,116 | | $1,787 | | $8,048 | | $— | | $24 | | $16,589 | | $41 | | $35,605 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2022 | ||||||||||||||||||||||||
| · · Commercial Lending · · Residential Lending · · · · · · | ||||||||||||||||||||||||
| · · Commercial · · Commercial · · · · · · · · Home · · · · · · | ||||||||||||||||||||||||
| · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | ||||||||||||||||||||||||
| (dollars in thousands) | Industrial | Estate | Construction | Financing | Mortgage | Line | Consumer | Total | ||||||||||||||||
| Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $8,615 | | $2,114 | | $8,963 | | $— | | $15 | | $10,546 | | $69 | | $30,322 | ||||||||
| Provision | | | (804) | | | (110) | | | (1,493) | | | — | | | 15 | | | 5,937 | | | (32) | | | 3,513 |
| Balance at end of year | | $7,811 | | $2,004 | | $7,470 | | $— | | $30 | | $16,483 | | $37 | | $33,835 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2021 | ||||||||||||||||||||||||
| · · Commercial Lending · · Residential Lending · · · · · · | ||||||||||||||||||||||||
| · · Commercial · · Commercial · · · · · · · · Home · · · · · · | ||||||||||||||||||||||||
| · · and · · Real · · · · Lease · · Residential · · Equity · · · · · · | ||||||||||||||||||||||||
| (dollars in thousands) | Industrial | Estate | Construction | Financing | Mortgage | Line | Consumer | Total | ||||||||||||||||
| Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $11,719 | | $1,328 | | $9,037 | | $— | | $2 | | $8,452 | | $65 | | $30,603 | ||||||||
| Provision | | | (3,104) | | | 786 | | | (74) | | | — | | | 13 | | | 2,094 | | | 4 | | | (281) |
| Balance at end of year | | $8,615 | | $2,114 | | $8,963 | | $— | | $15 | | $10,546 | | $69 | | $30,322 | ||||||||
Credit Quality Information
The Company performs an internal loan review and grading or scoring procedures on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of the Company’s lending policies and procedures. The objective of the loan review and grading or scoring procedures is to identify, in a timely manner, existing or emerging credit quality issues so that appropriate steps can be initiated to avoid or minimize future losses.
Loans and leases subject to grading primarily include: commercial and industrial loans, commercial real estate loans, construction loans and lease financing. Other loans subject to grading include installment loans to businesses or individuals for business and commercial purposes, overdraft lines of credit, commercial credit cards, and other credits as may be determined. Credit quality indicators for internally graded loans and leases are generally updated on an annual basis or on a quarterly basis for those loans and leases deemed to be of potentially higher risk.
An internal credit risk rating system is used to determine loan grade and is based on borrower credit risk and transactional risk. The loan grading process is a mechanism used to determine the risk of a particular borrower and is based on the following factors of a borrower: character, earnings and operating cash flow, asset and liability structure, debt capacity, management and controls, borrowing entity, and industry and operating environment.
Pass – “Pass” (uncriticized) loans and leases are not considered to carry greater than normal risk. The borrower has the apparent ability to satisfy obligations to the Company, and therefore no loss in ultimate collection is anticipated.
Special Mention – Loans and leases that have potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for assets or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Substandard – Loans and leases that are inadequately protected by the current financial condition and paying capacity of the obligor or by any collateral pledged. Loans and leases so classified must have a well-defined weakness or weaknesses that jeopardize the collection of the debt. They are characterized by the distinct possibility that the bank may sustain some loss if the deficiencies are not corrected.
Doubtful – Loans and leases that have weaknesses found in substandard borrowers with the added provision that the weaknesses make collection of debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss – Loans and leases classified as loss are considered uncollectible and of such little value that their continuance as an asset is not warranted. This classification does not mean that the loan or lease has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.
Loans that are primarily monitored for credit quality using FICO scores include: residential mortgage loans, home equity lines and consumer loans. FICO scores are calculated primarily based on a consideration of payment history, the current amount of debt, the length of credit history available, a recent history of new sources of credit and the mix of credit type. FICO scores are updated on a monthly, quarterly or bi-annual basis, depending on the product type.
The amortized cost basis by year of origination and credit quality indicator of the Company's loans and leases as of December 31, 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Converted · · · | |||||||||||||||||||||||||||
| · · Term Loans · · Revolving · · to Term · · · | |||||||||||||||||||||||||||
| · · Amortized Cost Basis by Origination Year · · Loans · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Amortized · · Amortized · · · | |||||||||||||||||||||||||||
| (dollars in thousands) · · 2023 · · 2022 · · 2021 · · 2020 · · 2019 · · Prior · · Cost Basis · · Cost Basis · · Total | |||||||||||||||||||||||||||
| Commercial Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $85,839 | | $273,663 | | $346,024 | | $32,753 | | $146,893 | | $141,681 | | $971,065 | | $1,823 | | $1,999,741 | |||||||||
| Special Mention | | | 1 | | | 44,069 | | | 80 | | | 653 | | | 1,032 | | | 1,290 | | | 22,807 | | | 14 | | | 69,946 |
| Substandard | | | — | | | 342 | | | 230 | | | 677 | | | 1,686 | | | 829 | | | 8,330 | | | — | | | 12,094 |
| Other (1) | | | 15,978 | | | 11,598 | | | 4,814 | | | 2,370 | | | 1,702 | | | 1,125 | | | 45,981 | | | — | | | 83,568 |
| Total Commercial and Industrial | | | 101,818 | | | 329,672 | | | 351,148 | | | 36,453 | | | 151,313 | | | 144,925 | | | 1,048,183 | | | 1,837 | | | 2,165,349 |
| Current period gross charge-offs | | | 130 | | | 70 | | | 75 | | | 87 | | | 168 | | | 2,952 | | | — | | | — | | | 3,482 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 346,369 | | | 872,783 | | | 676,362 | | | 337,529 | | | 523,446 | | | 1,414,613 | | | 74,238 | | | 1,350 | | | 4,246,690 |
| Special Mention | | | 2,307 | | | 7,618 | | | 41,320 | | | 1,359 | | | 13,550 | | | 11,998 | | | 819 | | | — | | | 78,971 |
| Substandard | | | 205 | | | 5,079 | | | 2,003 | | | — | | | 2,953 | | | 2,545 | | | 1,655 | | | — | | | 14,440 |
| Other (1) | | | — | | | — | | | — | | | — | | | — | | | 142 | | | — | | | — | | | 142 |
| Total Commercial Real Estate | | | 348,881 | | | 885,480 | | | 719,685 | | | 338,888 | | | 539,949 | | | 1,429,298 | | | 76,712 | | | 1,350 | | | 4,340,243 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | 2,500 | | | — | | | — | | | — | | | 2,500 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 156,432 | | | 269,623 | | | 265,674 | | | 60,057 | | | 63,018 | | | 27,847 | | | 6,070 | | | — | | | 848,721 |
| Special Mention | | | — | | | — | | | — | | | — | | | 189 | | | 665 | | | — | | | — | | | 854 |
| Other (1) | | | 12,728 | | | 21,036 | | | 8,250 | | | 2,143 | | | 2,031 | | | 3,820 | | | 709 | | | — | | | 50,717 |
| Total Construction | | | 169,160 | | | 290,659 | | | 273,924 | | | 62,200 | | | 65,238 | | | 32,332 | | | 6,779 | | | — | | | 900,292 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lease Financing | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 145,914 | | | 82,833 | | | 18,680 | | | 31,791 | | | 30,299 | | | 68,520 | | | — | | | — | | | 378,037 |
| Special Mention | | | 56 | | | 137 | | | 414 | | | 35 | | | — | | | — | | | — | | | — | | | 642 |
| Substandard | | | 712 | | | 416 | | | — | | | — | | | 2 | | | — | | | — | | | — | | | 1,130 |
| Total Lease Financing | | | 146,682 | | | 83,386 | | | 19,094 | | | 31,826 | | | 30,301 | | | 68,520 | | | — | | | — | | | 379,809 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Commercial Lending | | $766,541 | | $1,589,197 | | $1,363,851 | | $469,367 | | $786,801 | | $1,675,075 | | $1,131,674 | | $3,187 | | $7,785,693 | |||||||||
| Current period gross charge-offs | | $130 | | $70 | | $75 | | $87 | | $2,668 | | $2,952 | | $— | | $— | | $5,982 | |||||||||
(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Converted · · · | |||||||||||||||||||||||||||
| · · Term Loans · · Revolving · · to Term · · · | |||||||||||||||||||||||||||
| · · Amortized Cost Basis by Origination Year · · Loans · · Loans · · · | |||||||||||||||||||||||||||
| (continued) · · · · · · · · · · · · · · · · · · · · Amortized · · Amortized · · · | |||||||||||||||||||||||||||
| (dollars in thousands) · · 2023 · · 2022 · · 2021 · · 2020 · · 2019 · · Prior · · Cost Basis · · Cost Basis · · Total | |||||||||||||||||||||||||||
| Residential Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential Mortgage | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | $211,598 | | $529,296 | | $999,522 | | $529,881 | | $227,058 | | $987,251 | | $— | | $— | | $3,484,606 | |||||||||
| 680 - 739 | | | 36,975 | | | 67,205 | | | 117,337 | | | 68,122 | | | 33,148 | | | 130,387 | | | — | | | — | | | 453,174 |
| 620 - 679 | | | 3,544 | | | 16,395 | | | 19,184 | | | 12,811 | | | 4,096 | | | 38,987 | | | — | | | — | | | 95,017 |
| 550 - 619 | | | 1,305 | | | 6,521 | | | 1,917 | | | 2,492 | | | 398 | | | 11,679 | | | — | | | — | | | 24,312 |
| Less than 550 | | | — | | | — | | | 2,909 | | | 2,017 | | | 582 | | | 6,439 | | | — | | | — | | | 11,947 |
| No Score (3) | | | 9,137 | | | 19,311 | | | 11,492 | | | 6,043 | | | 9,679 | | | 51,109 | | | — | | | — | | | 106,771 |
| Other (2) | | | 15,802 | | | 17,528 | | | 17,432 | | | 12,534 | | | 8,599 | | | 25,513 | | | 10,080 | | | — | | | 107,488 |
| Total Residential Mortgage | | | 278,361 | | | 656,256 | | | 1,169,793 | | | 633,900 | | | 283,560 | | | 1,251,365 | | | 10,080 | | | — | | | 4,283,315 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | 122 | | | — | | | — | | | 122 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Home Equity Line | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | | — | | | — | | | — | | | — | | | — | | | — | | | 964,932 | | | 1,511 | | | 966,443 |
| 680 - 739 | | | — | | | — | | | — | | | — | | | — | | | — | | | 151,716 | | | 1,920 | | | 153,636 |
| 620 - 679 | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,541 | | | 1,189 | | | 37,730 |
| 550 - 619 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,896 | | | 1,012 | | | 10,908 |
| Less than 550 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,488 | | | 100 | | | 4,588 |
| No Score (3) | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,283 | | | — | | | 1,283 |
| Total Home Equity Line | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,168,856 | | | 5,732 | | | 1,174,588 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | — | | | 273 | | | 19 | | | 292 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Residential Lending | | $278,361 | | $656,256 | | $1,169,793 | | $633,900 | | $283,560 | | $1,251,365 | | $1,178,936 | | $5,732 | | $5,457,903 | |||||||||
| Current period gross charge-offs | | $— | | $— | | $— | | $— | | $— | | $122 | | $273 | | $19 | | $414 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | | 92,117 | | | 128,358 | | | 76,148 | | | 33,507 | | | 21,819 | | | 8,970 | | | 123,592 | | | 155 | | | 484,666 |
| 680 - 739 | | | 68,865 | | | 71,031 | | | 37,925 | | | 17,116 | | | 13,270 | | | 5,690 | | | 76,645 | | | 401 | | | 290,943 |
| 620 - 679 | | | 28,533 | | | 29,229 | | | 16,919 | | | 7,843 | | | 7,972 | | | 4,624 | | | 35,210 | | | 781 | | | 131,111 |
| 550 - 619 | | | 4,996 | | | 10,859 | | | 7,760 | | | 4,917 | | | 4,651 | | | 2,986 | | | 13,223 | | | 925 | | | 50,317 |
| Less than 550 | | | 1,790 | | | 6,370 | | | 4,842 | | | 2,796 | | | 2,905 | | | 2,040 | | | 5,222 | | | 455 | | | 26,420 |
| No Score (3) | | | 1,545 | | | 229 | | | — | | | — | | | 1 | | | 10 | | | 42,933 | | | 136 | | | 44,854 |
| Other (2) | | | 361 | | | 368 | | | 982 | | | 335 | | | 1,059 | | | 1 | | | 78,484 | | | — | | | 81,590 |
| Total Consumer Lending | | $198,207 | | $246,444 | | $144,576 | | $66,514 | | $51,677 | | $24,321 | | $375,309 | | $2,853 | | $1,109,901 | |||||||||
| Current period gross charge-offs | | $639 | | $2,400 | | $2,135 | | $1,142 | | $1,816 | | $2,622 | | $5,790 | | $566 | | $17,110 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Loans and Leases | | $1,243,109 | | $2,491,897 | | $2,678,220 | | $1,169,781 | | $1,122,038 | | $2,950,761 | | $2,685,919 | | $11,772 | | $14,353,497 | |||||||||
| Current period gross charge-offs | | $769 | | $2,470 | | $2,210 | | $1,229 | | $4,484 | | $5,696 | | $6,063 | | $585 | | $23,506 | |||||||||
| (1) | Other credit quality indicators used for monitoring purposes are primarily FICO scores. The majority of the loans in this population were originated to borrowers with a prime FICO score. |
| (2) | Other credit quality indicators used for monitoring purposes are primarily internal risk ratings. The majority of the loans in this population were graded with a “Pass” rating. |
| (3) | No FICO scores are primarily related to loans and leases extended to non-residents. Loans and leases of this nature are primarily secured by collateral and/or are closely monitored for performance. |
The amortized cost basis by year of origination and credit quality indicator of the Company's loans and leases as of December 31, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Converted · · · | |||||||||||||||||||||||||||
| · · Term Loans · · Revolving · · to Term · · · | |||||||||||||||||||||||||||
| · · Amortized Cost Basis by Origination Year · · Loans · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Amortized · · Amortized · · · | |||||||||||||||||||||||||||
| (dollars in thousands) · · 2022 · · 2021 · · 2020 · · 2019 · · 2018 · · Prior · · Cost Basis · · Cost Basis · · Total | |||||||||||||||||||||||||||
| Commercial Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $359,881 | | $422,567 | | $54,656 | | $170,222 | | $51,476 | | $137,257 | | $894,384 | | $15,715 | | $2,106,158 | |||||||||
| Special Mention | | | 2,059 | | | 240 | | | 1,371 | | | 2,643 | | | 184 | | | 1,431 | | | 22,897 | | | 378 | | | 31,203 |
| Substandard | | | 625 | | | 289 | | | 1,117 | | | 1,092 | | | 668 | | | 885 | | | 14,733 | | | 65 | | | 19,474 |
| Other (1) | | | 17,679 | | | 7,721 | | | 4,329 | | | 3,965 | | | 1,881 | | | 1,167 | | | 42,320 | | | — | | | 79,062 |
| Total Commercial and Industrial | | | 380,244 | | | 430,817 | | | 61,473 | | | 177,922 | | | 54,209 | | | 140,740 | | | 974,334 | | | 16,158 | | | 2,235,897 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 889,583 | | | 695,882 | | | 319,838 | | | 565,587 | | | 395,474 | | | 1,173,163 | | | 48,081 | | | — | | | 4,087,608 |
| Special Mention | | | 170 | | | — | | | 555 | | | 14,878 | | | 512 | | | 11,398 | | | 675 | | | — | | | 28,188 |
| Substandard | | | — | | | — | | | 173 | | | — | | | 1,704 | | | 14,485 | | | — | | | — | | | 16,362 |
| Other (1) | | | — | | | — | | | — | | | — | | | — | | | 151 | | | — | | | — | | | 151 |
| Total Commercial Real Estate | | | 889,753 | | | 695,882 | | | 320,566 | | | 580,465 | | | 397,690 | | | 1,199,197 | | | 48,756 | | | — | | | 4,132,309 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 124,464 | | | 261,536 | | | 96,423 | | | 97,000 | | | 88,973 | | | 84,704 | | | 25,957 | | | — | | | 779,057 |
| Special Mention | | | — | | | — | | | — | | | 221 | | | — | | | — | | | — | | | — | | | 221 |
| Substandard | | | — | | | — | | | — | | | — | | | 21 | | | 490 | | | — | | | — | | | 511 |
| Other (1) | | | 29,694 | | | 21,339 | | | 4,686 | | | 2,201 | | | 3,784 | | | 2,196 | | | 954 | | | — | | | 64,854 |
| Total Construction | | | 154,158 | | | 282,875 | | | 101,109 | | | 99,422 | | | 92,778 | | | 87,390 | | | 26,911 | | | — | | | 844,643 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lease Financing | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | | 113,563 | | | 24,052 | | | 43,497 | | | 37,502 | | | 6,004 | | | 67,687 | | | — | | | — | | | 292,305 |
| Special Mention | | | — | | | 411 | | | 2,498 | | | 1,299 | | | — | | | — | | | — | | | — | | | 4,208 |
| Substandard | | | — | | | — | | | 197 | | | 12 | | | 11 | | | 1,357 | | | — | | | — | | | 1,577 |
| Total Lease Financing | | | 113,563 | | | 24,463 | | | 46,192 | | | 38,813 | | | 6,015 | | | 69,044 | | | — | | | — | | | 298,090 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Commercial Lending | | $1,537,718 | | $1,434,037 | | $529,340 | | $896,622 | | $550,692 | | $1,496,371 | | $1,050,001 | | $16,158 | | $7,510,939 | |||||||||
(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Converted · · · | |||||||||||||||||||||||||||
| · · Term Loans · · Revolving · · to Term · · · | |||||||||||||||||||||||||||
| · · Amortized Cost Basis by Origination Year · · Loans · · Loans · · · | |||||||||||||||||||||||||||
| (continued) · · · · · · · · · · · · · · · · · · · · Amortized · · Amortized · · · | |||||||||||||||||||||||||||
| (dollars in thousands) · · 2022 · · 2021 · · 2020 · · 2019 · · 2018 · · Prior · · Cost Basis · · Cost Basis · · Total | |||||||||||||||||||||||||||
| Residential Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential Mortgage | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | $557,636 | | $1,064,444 | | $560,463 | | $245,241 | | $165,258 | | $920,100 | | $— | | $— | | $3,513,142 | |||||||||
| 680 - 739 | | | 73,929 | | | 112,672 | | | 82,416 | | | 40,355 | | | 22,126 | | | 130,508 | | | — | | | — | | | 462,006 |
| 620 - 679 | | | 12,320 | | | 13,804 | | | 9,881 | | | 3,649 | | | 3,054 | | | 35,441 | | | — | | | — | | | 78,149 |
| 550 - 619 | | | 2,455 | | | 2,246 | | | 1,791 | | | 263 | | | 601 | | | 6,955 | | | — | | | — | | | 14,311 |
| Less than 550 | | | — | | | 1,321 | | | 367 | | | — | | | 966 | | | 5,304 | | | — | | | — | | | 7,958 |
| No Score (3) | | | 22,289 | | | 14,671 | | | 6,820 | | | 10,599 | | | 15,921 | | | 47,245 | | | — | | | — | | | 117,545 |
| Other (2) | | | 18,970 | | | 18,211 | | | 15,287 | | | 9,201 | | | 9,124 | | | 29,128 | | | 9,202 | | | 554 | | | 109,677 |
| Total Residential Mortgage | | | 687,599 | | | 1,227,369 | | | 677,025 | | | 309,308 | | | 217,050 | | | 1,174,681 | | | 9,202 | | | 554 | | | 4,302,788 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Home Equity Line | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | | — | | | — | | | — | | | — | | | — | | | — | | | 817,123 | | | 2,059 | | | 819,182 |
| 680 - 739 | | | — | | | — | | | — | | | — | | | — | | | — | | | 171,117 | | | 2,714 | | | 173,831 |
| 620 - 679 | | | — | | | — | | | — | | | — | | | — | | | — | | | 45,368 | | | 2,100 | | | 47,468 |
| 550 - 619 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,485 | | | 1,029 | | | 8,514 |
| Less than 550 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,151 | | | 481 | | | 1,632 |
| No Score (3) | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,724 | | | — | | | 4,724 |
| Total Home Equity Line | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,046,968 | | | 8,383 | | | 1,055,351 |
| Total Residential Lending | | $687,599 | | $1,227,369 | | $677,025 | | $309,308 | | $217,050 | | $1,174,681 | | $1,056,170 | | $8,937 | | $5,358,139 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 740 and greater | | | 200,887 | | | 111,047 | | | 53,534 | | | 43,912 | | | 24,951 | | | 8,432 | | | 125,126 | | | 185 | | | 568,074 |
| 680 - 739 | | | 99,787 | | | 67,140 | | | 37,260 | | | 31,751 | | | 15,874 | | | 7,665 | | | 72,101 | | | 514 | | | 332,092 |
| 620 - 679 | | | 25,949 | | | 29,587 | | | 14,226 | | | 16,872 | | | 9,672 | | | 6,488 | | | 31,854 | | | 937 | | | 135,585 |
| 550 - 619 | | | 3,017 | | | 5,475 | | | 5,226 | | | 8,056 | | | 5,396 | | | 3,924 | | | 11,269 | | | 854 | | | 43,217 |
| Less than 550 | | | 656 | | | 1,351 | | | 2,286 | | | 3,779 | | | 1,869 | | | 1,593 | | | 3,541 | | | 443 | | | 15,518 |
| No Score (3) | | | 3,205 | | | 258 | | | — | | | 51 | | | 24 | | | 29 | | | 38,805 | | | 227 | | | 42,599 |
| Other (2) | | | 1,615 | | | 4,082 | | | 353 | | | 1,368 | | | — | | | — | | | 78,430 | | | 1 | | | 85,849 |
| Total Consumer Lending | | $335,116 | | $218,940 | | $112,885 | | $105,789 | | $57,786 | | $28,131 | | $361,126 | | $3,161 | | $1,222,934 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Loans and Leases | | $2,560,433 | | $2,880,346 | | $1,319,250 | | $1,311,719 | | $825,528 | | $2,699,183 | | $2,467,297 | | $28,256 | | $14,092,012 | |||||||||
| (1) | Other credit quality indicators used for monitoring purposes are primarily FICO scores. The majority of the loans in this population were originated to borrowers with a prime FICO score. |
| (2) | Other credit quality indicators used for monitoring purposes are primarily internal risk ratings. The majority of the loans in this population were graded with a “Pass” rating. |
| (3) | No FICO scores are primarily related to loans and leases extended to non-residents. Loans and leases of this nature are primarily secured by collateral and/or are closely monitored for performance. |
There wereno loans and leases graded as Loss as of December 31, 2023 and 2022.
Past-Due Status
The Company continually updates its aging analysis for loans and leases to monitor the migration of loans and leases into past due categories. The Company considers loans and leases that are delinquent for 30 days or more to be past due. As of December 31, 2023 and 2022, the aging analysis of the amortized cost basis of the Company’s past due loans and leases was as follows:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 | |||||||||||||||||||||
| · · Past Due · · · · · · Loans and | |||||||||||||||||||||
| · · · · · · Greater · · · · · · · · Leases Past | |||||||||||||||||||||
| · · · · · · Than or · · · · · · · · Due 90 Days | |||||||||||||||||||||
| | | 30-59 | | 60-89 | | Equal to | | | | | | | | or More and | |||||||
| | | Days | | Days | | 90 Days | | Total | | | | Total Loans | | Still Accruing | |||||||
| (dollars in thousands) | Past Due | Past Due | Past Due | Past Due | Current | and Leases | | Interest | |||||||||||||
| Commercial and industrial | | $2,611 | | $349 | | $1,464 | | $4,424 | | $2,160,925 | | $2,165,349 | | $494 | |||||||
| Commercial real estate | | | — | | | 196 | | | 300 | | | 496 | | | 4,339,747 | | | 4,340,243 | | | 300 |
| Construction | | | 25,191 | | | — | | | — | | | 25,191 | | | 875,101 | | | 900,292 | | | — |
| Lease financing | | | — | | | — | | | — | | | — | | | 379,809 | | | 379,809 | | | — |
| Residential mortgage | | | 5,244 | | | 1,475 | | | 4,720 | | | 11,439 | | | 4,271,876 | | | 4,283,315 | | | — |
| Home equity line | | | 5,940 | | | 624 | | | 3,550 | | | 10,114 | | | 1,164,474 | | | 1,174,588 | | | — |
| Consumer | | | 23,259 | | | 3,897 | | | 2,702 | | | 29,858 | | | 1,080,043 | | | 1,109,901 | | | 2,702 |
| Total | | $62,245 | | $6,541 | | $12,736 | | $81,522 | | $14,271,975 | | $14,353,497 | | $3,496 | |||||||
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2022 | |||||||||||||||||||||
| · · Past Due · · · · · · Loans and | |||||||||||||||||||||
| · · · · · · Greater · · · · · · · · Leases Past | |||||||||||||||||||||
| · · · · · · Than or · · · · · · · · Due 90 Days | |||||||||||||||||||||
| | | 30-59 | | 60-89 | | Equal to | | | | | | | | or More and | |||||||
| | | Days | | Days | | 90 Days | | Total | | | | Total Loans | | Still Accruing | |||||||
| (dollars in thousands) | Past Due | Past Due | Past Due | Past Due | Current | and Leases | | Interest | |||||||||||||
| Commercial and industrial | | $2,682 | | $769 | | $1,441 | | $4,892 | | $2,231,005 | | $2,235,897 | | $291 | |||||||
| Commercial real estate | | | 4,505 | | | — | | | 727 | | | 5,232 | | | 4,127,077 | | | 4,132,309 | | | — |
| Construction | | | 109 | | | — | | | — | | | 109 | | | 844,534 | | | 844,643 | | | — |
| Lease financing | | | — | | | — | | | — | | | — | | | 298,090 | | | 298,090 | | | — |
| Residential mortgage | | | 3,681 | | | 1,983 | | | 2,572 | | | 8,236 | | | 4,294,552 | | | 4,302,788 | | | 58 |
| Home equity line | | | 5,161 | | | 1,381 | | | 2,072 | | | 8,614 | | | 1,046,737 | | | 1,055,351 | | | — |
| Consumer | | | 29,927 | | | 6,801 | | | 2,886 | | | 39,614 | | | 1,183,320 | | | 1,222,934 | | | 2,885 |
| Total | | $46,065 | | $10,934 | | $9,698 | | $66,697 | | $14,025,315 | | $14,092,012 | | $3,234 | |||||||
Nonaccrual Loans and Leases
The Company generally places a loan or lease on nonaccrual status when management believes that collection of principal or interest has become doubtful or when a loan or lease becomes 90 days past due as to principal or interest, unless it is well secured and in the process of collection. The Company charges off a loan or lease when facts indicate that the loan or lease is considered uncollectible.
The amortized cost basis of loans and leases on nonaccrual status as of December 31, 2023 and 2022 and the amortized cost basis of loans and leases on nonaccrual status with no allowance for credit losses as of December 31, 2023 and 2022 were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, 2023 | ||||||
| · · Nonaccrual · · · | ||||||
| · · Loans · · · | ||||||
| · · and Leases · · · | ||||||
| · · With No · · Nonaccrual | ||||||
| · · Allowance · · Loans | ||||||
| (dollars in thousands) · for Credit Losses · · and Leases | ||||||
| Commercial and industrial | | $— | | $970 | ||
| Commercial real estate | | | 2,685 | | | 2,953 |
| Residential mortgage | | | 2,667 | | | 7,620 |
| Home equity line | | | 1,163 | | | 7,052 |
| Total Nonaccrual Loans and Leases | | $6,515 | | $18,595 | ||
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, 2022 | ||||||
| · · Nonaccrual · · · | ||||||
| · · Loans · · · | ||||||
| · · and Leases · · · | ||||||
| · · With No · · Nonaccrual | ||||||
| · · Allowance · · Loans | ||||||
| (dollars in thousands) · for Credit Losses · · and Leases | ||||||
| Commercial and industrial | | $665 | | $1,215 | ||
| Commercial real estate | | | 727 | | | 727 |
| Residential mortgage | | | 1,560 | | | 6,166 |
| Home equity line | | | 596 | | | 3,797 |
| Total Nonaccrual Loans and Leases | | $3,548 | | $11,905 | ||
During the years ended December 31, 2023, 2022 and 2021, the Company recognized interest income of $0.6 million, $0.4 million and $0.4 million, respectively, on nonaccrual loans and leases. Furthermore, for the years ended December 31, 2023, 2022 and 2021, the amount of accrued interest receivables written off by reversing interest income was $1.0 million, $0.9 million and $0.8 million, respectively.
Collateral-Dependent Loans and Leases
Collateral-dependent loans and leases are those for which repayment (on the basis of the Company’s assessment as of the reporting date) is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. As of December 31, 2023 and 2022, the amortized cost basis of collateral-dependent loans was $11.1 million and $8.2 million, respectively. As of December 31, 2023 and 2022, these loans were primarily collateralized by residential real estate property and the fair value of collateral on substantially all collateral-dependent loans were significantly in excess of their amortized cost basis.
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2022-02, Financial Instruments – Credit Losses (Topic 326),Troubled Debt Restructurings and Vintage Disclosures, on January 1, 2023. This update eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in Subtopic 310-40, updates the requirements related to accounting for credit losses under Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For additional information, see “Note 1. Organization and Summary of Significant Accounting Policies.”
Commercial and industrial loans with a borrower experiencing financial difficulty may be modified through interest rate reductions, term extensions, and converting revolving credit lines to term loans. Modifications of commercial real estate and construction loans with a borrower experiencing financial difficulty may involve reducing the interest rate for the remaining term of the loan or extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk. Modifications of construction loans with a borrower experiencing financial difficulty may also involve extending the interest-only payment period. Interest continues to accrue on the missed payments and as a result, the effective yield on the loan remains unchanged. Modifications of residential real estate loans with a borrower experiencing financial difficulty may be comprised of loans where monthly payments are lowered to accommodate the borrowers’ financial needs for a period of time, including extended interest-only periods and reamortization of the balance. Modifications of consumer loans with a borrower experiencing financial difficulty may involve interest rate reductions and term extensions.
Loans modified with a borrower experiencing financial difficulty, whether in default or not, may already be on nonaccrual status and in some cases, partial charge-offs may have already been taken against the outstanding loan balance. Loans modified with a borrower experiencing financial difficulty are evaluated for impairment. As a result, this may have a financial effect of impacting the specific ACL associated with the loan. An ACL for impaired commercial loans, including commercial real estate and construction loans, is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or if the loan is collateral-dependent, the estimated fair value of the collateral, less any selling costs. An ACL for impaired residential real estate loans is measured based on the estimated fair value of the collateral, less any selling costs. Management exercises significant judgment in developing these estimates.
The following tables present, by class of financing receivable and type of modification granted, the amortized cost basis as of December 31, 2023, related to loans modified to borrowers experiencing financial difficulty during the year ended December 31, 2023:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| · · Interest Rate Reduction | ||||||
| · · · Year Ended · | ||||||
| · · · December 31, 2023 · | ||||||
| | | | Amortized | | % of Total Class | |
| (dollars in thousands) · Cost Basis(1) · · of Financing Receivable · | ||||||
| Commercial real estate | | $5 | | n/m | % | |
| Consumer | | | 1,161 | | 0.10 | |
| Total | | $1,166 | | 0.01% | ||
n/m– Represents less than 0.01% of total class of financing receivable.
| (1) | The amortized cost basis reflects all partial paydowns and charge-offs since the modification date and do not include loans modified to borrowers experiencing financial difficulty that have been fully paid off, charged off, or foreclosed upon by the end of the year. |
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| · · Term Extension | ||||||
| · · · Year Ended · | ||||||
| · · · December 31, 2023 · | ||||||
| | | | Amortized | | % of Total Class | |
| (dollars in thousands) · Cost Basis(1) · · of Financing Receivable · | ||||||
| Commercial and industrial | | $524 | | 0.02% | ||
| Commercial real estate | | | 3,114 | | 0.07 | |
| Construction | | | 665 | | 0.07 | |
| Residential mortgage | | | 1,410 | | 0.03 | |
| Consumer | | | 135 | | 0.01 | |
| Total | | $5,848 | | 0.04% | ||
n/m– Represents less than 0.01% of total class of financing receivable.
| (1) | The amortized cost basis reflects all partial paydowns and charge-offs since the modification date and do not include loans modified to borrowers experiencing financial difficulty that have been fully paid off, charged off, or foreclosed upon by the end of the year. |
The following tables describe, by class of financing receivable and type of modification granted, the financial effect of the modifications made to borrowers experiencing financial difficulty during the year ended December 31, 2023:
| | | |
|---|---|---|
| | | Interest Rate Reduction |
| | | Financial Effect |
| | | Year Ended December 31, 2023 |
| Commercial real estate | | Reduced weighted-average contractual interest rate by 0.75%. |
| Consumer | | Reduced weighted-average contractual interest rate by 13.01%. |
| | | |
|---|---|---|
| | | Term Extension |
| | | Financial Effect |
| | | Year Ended December 31, 2023 |
| Commercial and industrial | | Added a weighted-average 2.1 years to the life of loans. |
| Commercial real estate | | Added a weighted-average 2.1 years to the life of loans. |
| Construction | | Added a weighted-average 1.0 years to the life of loans. |
| Residential mortgage | | Added a weighted-average 2.1 years to the life of loans. |
| Consumer | | Added a weighted-average 3.8 years to the life of loans. |
The following table presents, by class of financing receivable and type of modification granted, the amortized cost basis, as of December 31, 2023, of loans that had a payment default during the year ended December 31, 2023 and were modified in the 12 months before default to borrowers experiencing financial difficulty. The Company is reporting these defaulted loans based on a payment default definition of 30 days past due:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Amortized Cost Basis of Modified Loans That Subsequently Defaulted(1) | ||||
| · · Year Ended December 31, 2023 | ||||
| (dollars in thousands) | | Interest Rate Reduction | | Term Extension |
| Consumer | | $318 | | $6 |
| Total | | $318 | | $6 |
| (1) | The amortized cost basis reflects all partial paydowns and charge-offs since the modification date and do not include loans modified to borrowers experiencing financial difficulty that have been fully paid off, charged off, or foreclosed upon by the end of the year. |
Performance of the loans that are modified to borrowers experiencing financial difficulty is monitored to understand the effectiveness of the Company’s modification efforts. As of December 31, 2023, the aging analysis of the amortized cost basis of the performance of loans that have been modified in the last 12 months related to borrowers experiencing financial difficulty was as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, 2023 | ||||||||||||||||||
| · · · Past Due · · · · · · | ||||||||||||||||||
| | | | | | | | | | Greater Than | | | | | | | | | |
| | | | | | | | | | or Equal to | | | | | | | | | |
| | | | 30-59 Days | | | 60-89 Days | | | 90 Days | | | Total | | | | | | |
| (dollars in thousands) · · Past Due · · Past Due · · Past Due · · Past Due · · Current · · Total | ||||||||||||||||||
| Commercial and industrial | | $— | | $— | | $— | | $— | | $524 | | $524 | ||||||
| Commercial real estate | | | — | | | — | | | — | | | — | | | 3,119 | | | 3,119 |
| Construction | | | — | | | — | | | — | | | — | | | 665 | | | 665 |
| Residential mortgage | | | — | | | — | | | — | | | — | | | 1,410 | | | 1,410 |
| Consumer | | | 107 | | | 70 | | | 15 | | | 192 | | | 1,104 | | | 1,296 |
| Total | | $107 | | $70 | | $15 | | $192 | | $6,822 | | $7,014 | ||||||
The Company had commitments to extend credit, standby letters of credit, and commercial letters of credit totaling $6.5 billion as of December 31, 2023. Of the $6.5 billion at December 31, 2023, there were commitments of $5.0 million to lend additional funds to borrowers experiencing financial difficulty for which the Company had modified the terms of the loans in the form of an interest rate reduction or a term extension during the year ended December 31, 2023.
Troubled Debt Restructuring Disclosures Prior to Adoption of ASU No. 2022-02
Prior to the adoption of ASU No. 2022-02, the Company accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulty as a TDR. On January 1, 2023, the Company adopted ASU No. 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2023. Loans that were restructured in a TDR prior to the adoption of ASU No. 2022-02 will continue to be accounted for under the historical TDR accounting until the loan is paid off or subsequently modified. The disclosures below related to TDRs for prior periods are presented in accordance with Subtopic 310-40,Receivables—Troubled Debt Restructurings by Creditors.
Commercial and industrial loans modified in a TDR may have involved temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Modifications of commercial real estate and construction loans in a TDR may have involved reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Modifications of construction loans in a TDR may have also involved extending the interest-only payment period. Interest continued to accrue on the missed payments and as a result, the effective yield on the loan remained unchanged. Residential real estate loans modified in a TDR may have been comprised of loans where monthly payments were lowered to accommodate the borrowers’ financial needs for a period of time, including extended interest-only periods and reamortization of the balance. Modifications of consumer loans in a TDR may have involved temporary or permanent reduced payments, temporary interest-only payments and below-market interest rates.
Loans modified in a TDR may have already been on nonaccrual status and in some cases, partial charge-offs may have already been taken against the outstanding loan balance. Loans modified in a TDR were evaluated for impairment. As a result, this may have had a financial effect of impacting the specific ACL associated with the loan. An ACL for impaired commercial loans, including commercial real estate and construction loans, that had been modified in a TDR was measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or if the loan was collateral-dependent, the estimated fair value of the collateral, less any selling costs. An ACL for impaired residential real estate loans that had been modified in a TDR was measured based on the estimated fair value of the collateral, less any selling costs. Management exercised significant judgment in developing these estimates.
The following presents, by class, information related to loans modified in a TDR during the years ended December 31, 2022 and 2021, presented in accordance with Subtopic 310-40,Receivables—Troubled Debt Restructurings by Creditors:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2022 | ||||||||
| · · Number of · · Recorded · · Related | ||||||||
| (dollars in thousands) · Contracts(1) · Investment(2) · ACL | ||||||||
| Commercial and industrial | | 5 | | $205 | | $17 | ||
| Residential mortgage | | 1 | | | 247 | | | 31 |
| Consumer | | 258 | | | 2,173 | | | 443 |
| Total | | 264 | | $2,625 | | $491 | ||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2021 | ||||||||
| · · Number of · · Recorded · · Related | ||||||||
| (dollars in thousands) · Contracts(1) · Investment(2) · ACL | ||||||||
| Commercial and industrial | | 11 | | $1,481 | | $124 | ||
| Commercial real estate | | 1 | | | 346 | | | 78 |
| Construction | | 12 | | | 689 | | | 69 |
| Residential mortgage | | 13 | | | 5,539 | | | 207 |
| Consumer | | 1,652 | | | 15,710 | | | 2,127 |
| Total | | 1,689 | | $23,765 | | $2,605 | ||
| (1) | The number of contracts does not include TDRs that have been fully paid off, charged off or foreclosed upon by the end of the year. |
| (2) | The recorded investment balances reflect all partial paydowns and charge-offs since the modification date and do not include TDRs that have been fully paid off, charged off or foreclosed upon by the end of the year. |
The above loans were modified in a TDR through an extension of maturity dates, reduced payments, or below-market interest rates.
The Company had commitments to extend credit, standby letters of credit and commercial letters of credit totaling $7.0 billion and $6.7 billion as of December 31, 2022 and 2021, respectively. Of the $7.0 billion at December 31, 2022, there were commitments of $0.1 million related to borrowers who had loan terms modified in a TDR. Of the $6.7 billion at December 31, 2021, there were commitments of $0.2 million related to borrowers who had loan terms modified in a TDR.
The following table presents, by class, loans modified in TDRs that have defaulted during the years ended December 31, 2022 and 2021 within 12 months of their permanent modification date for the years indicated, presented in accordance with Subtopic 310-40,Receivables—Troubled Debt Restructurings by Creditors. The Company was reporting these defaulted TDRs based on a payment default definition of 30 days past due:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | |
| · · Year Ended December 31, | ||||||||||
| · · 2022 · 2021 | ||||||||||
| · · Number of · · Recorded · · Number of · · Recorded | ||||||||||
| (dollars in thousands) · Contracts(1) · Investment(2) · Contracts(1) · Investment(2) | ||||||||||
| Commercial and industrial | | 2 | | $541 | | 3 | | $569 | ||
| Construction | | — | | | — | | 1 | | | 450 |
| Commercial real estate | | — | | | — | | 1 | | | 356 |
| Residential mortgage | | — | | | — | | 4 | | | 1,012 |
| Consumer | | 213 | | | 2,623 | | 405 | | | 5,272 |
| Total | | 215 | | $3,164 | | 414 | | $7,659 | ||
| (1) | The number of contracts does not include TDRs that have been fully paid off, charged off or foreclosed upon by the end of the year. |
| (2) | The recorded investment balances reflect all partial paydowns and charge-offs since the modification date and do not include TDRs that have been fully paid off, charged off or foreclosed upon by the end of the year. |
Foreclosed Property
There wereno residential real estate properties held from foreclosed residential mortgage loans as of December 31, 2023. Residential real estate property held fromone foreclosed residential mortgage loan included in other real estate owned and repossessed personal property shown in the consolidated balance sheets was $0.1 million as of December 31, 2022.
6. Premises and Equipment
At December 31, 2023 and 2022, premises and equipment were comprised of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Buildings | | $294,401 | | $294,051 | ||
| Furniture and equipment | | | 82,807 | | | 92,276 |
| Land | | | 97,306 | | | 97,955 |
| Leasehold improvements | | | 58,963 | | | 53,216 |
| Total premises and equipment | | | 533,477 | | | 537,498 |
| Less: Accumulated depreciation and amortization | | | 252,016 | | | 257,143 |
| Net book value | | $281,461 | | $280,355 | ||
Depreciation and amortization expenses included in occupancy and equipment expenses for 2023, 2022 and 2021 were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | |||||||||
| Occupancy | | $8,336 | | $9,192 | | $9,149 | |||
| Equipment | | | 5,249 | | | 6,126 | | | 6,682 |
| Total | | $13,585 | | $15,318 | | $15,831 | |||
7. Other Assets
Goodwill
Goodwill originated from the acquisition of BancWest by BNPP in December 2001. Goodwill generated in that acquisition was recorded on the Company’s consolidated balance sheets as a result of push-down accounting treatment.
The carrying amount of goodwill reported intwo of the Company’s reporting segments as of December 31, 2023 and 2022 were as shown below. The Treasury and Other segment is not assigned goodwill.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Retail · · Commercial · · · | |||||||||
| (in thousands) · Banking · Banking · Total | |||||||||
| December 31, 2023 | | $687,492 | | $308,000 | | $995,492 | |||
| December 31, 2022 | | | 687,492 | | | 308,000 | | | 995,492 |
There wasno impairment of the Company’s goodwill for the years ended December 31, 2023, 2022 and 2021.
Mortgage Servicing Rights (“MSRs”)
Mortgage servicing activities include collecting principal, interest, tax and insurance payments from borrowers while accounting for and remitting payments to investors, taxing authorities and insurance companies. The Company also monitors delinquencies and administers foreclosure proceedings.
Mortgage loan servicing income is recorded in noninterest income as a part of other service charges and fees and amortization of the servicing assets is recorded in noninterest income as part of other income. The unpaid principal amount of residential real estate loans serviced for others was $1.3 billion and $1.4 billion as of December 31, 2023 and 2022, respectively. Servicing fees include contractually specified fees, late charges and ancillary fees and were $3.4 million, $3.8 million and $4.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Amortization of MSRs was $1.1 million, $1.9 million and $3.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated future amortization expenses for MSRs over the next five years are as follows:
| | | | |
|---|---|---|---|
| · · Estimated | |||
| (dollars in thousands) · Amortization | |||
| Year ending December 31: | | | |
| 2024 | | $832 | |
| 2025 | | | 739 |
| 2026 | | | 654 |
| 2027 | | | 577 |
| 2028 | | | 510 |
The details of the Company’s MSRs are presented below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Gross carrying amount | | $69,515 | | $69,273 | ||
| Less: accumulated amortization | | | 63,816 | | | 62,711 |
| Net carrying value | | $5,699 | | $6,562 | ||
| | | | | | | |
The following table presents changes in amortized MSRs for the years indicated:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Balance at beginning of year | | $6,562 | | $8,302 | ||
| Originations | | | 242 | | | 170 |
| Amortization | | | (1,105) | | | (1,910) |
| Balance at end of year | | $5,699 | | $6,562 | ||
| Fair value of amortized MSRs at beginning of year | | $15,193 | | $12,243 | ||
| Fair value of amortized MSRs at end of year | | $14,308 | | $15,193 | ||
| Balance of loans serviced for others | | $1,325,171 | | $1,441,202 | ||
MSRs are evaluated for impairment if events and circumstances indicate a possible impairment. No impairment of MSRs was recorded for the years ended December 31, 2023, 2022 and 2021.
The quantitative assumptions used in determining the lower of cost or fair value of the Company’s MSRs were as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 · · December 31, 2022 · | |||||||||||||||
| | | | | | | | Weighted | | | | | | | Weighted | |
| · Range · · Average · · Range · · Average · | |||||||||||||||
| Conditional prepayment rate | | 6.87% | - | 11.53% | 7.04% | 7.02% | - | 13.58% | 7.11% | ||||||
| Life in years (of the MSR) | | 4.30 | | - | 7.22 | | 7.09 | | 3.35 | | - | 7.37 | | 7.20 | |
| Weighted-average coupon rate | | 3.57% | - | 5.81% | 3.73% | 3.55% | - | 6.24% | 3.68% | ||||||
| Discount rate | | 10.40% | - | 10.60% | 10.52% | 10.41% | - | 10.54% | 10.51% | ||||||
The sensitivities surrounding MSRs are expected to have an immaterial impact on fair value.
Other
The Company had $206.9 million and $167.4 million in affordable housing and other tax credit investment partnership interest as of December 31, 2023 and 2022, respectively, included in other assets on the consolidated balance sheets. The amount of amortization of such investments reported in the provision for income taxes was $23.5 million, $24.4 million and $21.7 million during the years ended December 31, 2023, 2022 and 2021, respectively. The affordable housing tax credits and other benefits recognized during the years ended December 31, 2023, 2022 and 2021 were $31.1 million, $26.9 million and $22.7 million, respectively.
Nonmarketable equity securities include FHLB stock, which the Company holds to meet regulatory requirements. As a member of the FHLB system, the Company is required to maintain a minimum level of investment in FHLB non-publicly traded stock based on specific percentages of the Company’s total assets and outstanding advances in accordance with the FHLB’s capital plan which may be amended or revised periodically. Amounts in excess of the required minimum may be transferred at par to another member institution subject to prior approval of the FHLB. Excess stock may also be sold to the FHLB subject to afive-year redemption notice period and at the sole discretion of the FHLB. These securities are accounted for under the cost method. These investments are considered long-term investments by management and accordingly, the ultimate recoverability of its par value is considered rather than considering temporary declines in value. The investment in FHLB stock was included in other assets on the consolidated balance sheets and was $32.6 million and $10.1 million as of December 31, 2023 and 2022, respectively.
Capitalized internal-use software was included as a component of other assets on the consolidated balance sheets. As of December 31, 2023, total capitalized internal-use software was $39.5 million with an accumulated amortization of $28.7 million for a net book value of $10.8 million. As of December 31, 2022, total capitalized internal-use software was $54.9 million with an accumulated amortization of $39.8 million for a net book value of $15.1 million. Total amortization expense for all capitalized internal-use software was recorded in other noninterest expense on the consolidated statements of income and was $5.0 million, $5.4 million and $8.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Capitalized implementation costs associated with hosting arrangements that are service contracts were included as a component of other assets on the consolidated balance sheets. As of December 31, 2023, total capitalized implementation costs amounted to $132.6 million with an accumulated amortization of $21.2 million for a net book value of $111.4 million. As of December 31, 2022, total capitalized implementation costs amounted to $118.2 million with an accumulated amortization of $7.7 million for a net book value of $110.5 million. Total amortization expense for all capitalized implementation costs of hosting arrangements that are service contracts was recorded in equipment expense on the consolidated statements of income and was $13.5 million, $7.2 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.
8. Transfers of Financial Assets
The Company’s transfers of financial assets with continuing interest may include pledges of collateral to secure public deposits and repurchase agreements, FHLB and FRB borrowing capacity, automated clearing house (“ACH”) transactions and interest rate swaps.
For public deposits and repurchase agreements, the Company enters into bilateral agreements with the entity to pledge investment securities as collateral in the event of default. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default. The counterparty has the right to sell or repledge the investment securities. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional investment securities. For transfers of assets with the FHLB and the FRB, the Company enters into bilateral agreements to pledge loans and/or securities as collateral to secure borrowing capacity. For ACH transactions, the Company enters into bilateral agreements to collateralize possible daylight overdrafts. For interest rate swaps, the Company enters into bilateral agreements to pledge collateral when either party is in a negative fair value position to mitigate counterparty credit risk. Counterparties to ACH transactions, certain interest rate swaps, the FHLB and the FRB do not have the right to sell or repledge the collateral.
The carrying amounts of the assets pledged as collateral to secure public deposits, borrowing arrangements and other transactions as of December 31, 2023 and 2022 were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Public deposits | | $2,571,359 | | $2,977,693 | ||
| Federal Home Loan Bank | | | 4,495,266 | | | 3,451,070 |
| Federal Reserve Bank | | | 4,074,093 | | | 1,704,803 |
| ACH transactions | | | 137,101 | | | 133,173 |
| Interest rate swaps | | | 575 | | | 31,091 |
| Total | | $11,278,394 | | $8,297,830 | ||
As the Company did not enter into reverse repurchase agreements or repurchase agreements, no collateral was accepted as of December 31, 2023 and 2022. In addition, no debt was extinguished by in-substance defeasance.
9. Deposits
As of December 31, 2023 and 2022, deposits were categorized as interest-bearing or noninterest-bearing as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) | 2023 | 2022 | ||||
| U.S.: | | | | | | |
| Interest-bearing | | $12,731,915 | | $11,936,775 | ||
| Noninterest-bearing | | | 6,609,483 | | | 7,978,046 |
| Foreign: | | | | | | |
| Interest-bearing | | | 1,017,180 | | | 887,608 |
| Noninterest-bearing | | | 974,079 | | | 886,600 |
| Total deposits | | $21,332,657 | | $21,689,029 | ||
The following table presents the maturity distribution of time certificates of deposit as of December 31, 2023:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Under | | $250,000 | | | | ||
| (dollars in thousands) | $250,000 | or More | Total | ||||||
| Three months or less | | $284,476 | | | 938,494 | | $1,222,970 | ||
| Over three through six months | | | 367,919 | | | 344,211 | | | 712,130 |
| Over six through twelve months | | | 828,587 | | | 498,361 | | | 1,326,948 |
| 2025 | | | 79,652 | | | 27,206 | | | 106,858 |
| 2026 | | | 34,176 | | | 2,500 | | | 36,676 |
| 2027 | | | 24,965 | | | 5,910 | | | 30,875 |
| 2028 | | | 16,612 | | | 2,679 | | | 19,291 |
| Thereafter | | | 410 | | | — | | | 410 |
| Total | | $1,636,797 | | $1,819,361 | | $3,456,158 | |||
Time certificates of deposit in denominations of $250,000 or more, in the aggregate, were $1.8 billion and $1.5 billion as of December 31, 2023 and 2022, respectively. Overdrawn deposit accounts are classified as loans and totaled $2.5 million as of both December 31, 2023 and 2022.
10. Short-Term Borrowings
As of December 31, 2023 and 2022, short-term borrowings were comprised of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Federal funds purchased | | $— | | $75,000 | ||
| Short-term FHLB fixed-rate advances(1) | | | 500,000 | | | — |
| Total short-term borrowings | | $500,000 | | $75,000 | ||
| (1) | Interest is payable monthly. |
As of December 31, 2023, the Company’s short-term borrowings consisted of $500.0 million in short-term FHLB fixed-rate advances with a weighted average interest rate of 4.71% and maturity dates in September 2024. The FHLB fixed-rate advances require monthly interest-only payments with the principal amount due on the maturity date.
As of December 31, 2022, the Company’s short-term borrowings consisted of $75.0 million in federal funds purchased with a 4.35% annual interest rate that matured in January 2023. During 2021, the Company incurred fees of $9.0 million related to the early termination of FHLB fixed-rate advances.
As of both December 31, 2023 and 2022, the Company had a remaining line of credit of $2.5 billion available from the FHLB. The FHLB borrowing capacity was secured by residential real estate loan and commercial real estate loan collateral as of December 31, 2023 and residential real estate loan collateral as of December 31, 2022. As of December 31, 2023 and 2022, the Company had an undrawn line of credit of $3.3 billion and $1.2 billion available from the FRB, respectively. The borrowing capacity with the FRB was secured by consumer, commercial and industrial, commercial real estate, residential real estate loans and pledged securities as of December 31, 2023 and consumer, commercial and industrial, commercial real estate and residential real estate loans as of December 31, 2022. See “Note 8. Transfers of Financial Assets” for more information.
The table below provides selected information for short-term borrowings during the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands) · 2023 · · 2022 · · 2021 · | ||||||||||
| Federal funds purchased: | | | | | | | | | | |
| Weighted-average interest rate at December 31, | | | —% | | 4.35% | | —% | |||
| Highest month-end balance | | $150,000 | | $75,000 | | $— | | |||
| Average outstanding balance | | $17,247 | | $11,521 | | $— | | |||
| Weighted-average interest rate paid | | | 4.45% | | 4.08% | | —% | |||
| Short-term FHLB repo advance: | | | | | | | | | | |
| Weighted-average interest rate at December 31, | | | —% | | —% | | —% | |||
| Highest month-end balance | | $400,000 | | $— | | $— | | |||
| Average outstanding balance | | $116,918 | | $— | | $— | | |||
| Weighted-average interest rate paid | | | 5.25% | | —% | | —% | |||
| Short-term FHLB fixed-rate advances: | | | | | | | | | | |
| Weighted-average interest rate at December 31, | | | 4.71% | | —% | | —% | |||
| Highest month-end balance | | $500,000 | | $— | | $— | | |||
| Average outstanding balance | | $144,932 | | $— | | $— | | |||
| Weighted-average interest rate paid | | | 4.75% | | —% | | —% | |||
The Company treats securities sold under agreements to repurchase as collateralized financings. The Company reflects the obligations to repurchase the same or similar securities sold as liabilities, with the dollar amount of securities underlying the agreements remaining in the asset accounts. Generally, for these types of agreements, there is a requirement that collateral be maintained with a market value equal to or in excess of the principal amount borrowed. As such, the collateral pledged may be increased or decreased over time to meet contractual obligations. The securities underlying the agreements to repurchase are held in collateral accounts with a third-party custodian. The Company did not enter into any repurchase agreements in 2023 and 2022.
11. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is defined as the revenues, expenses, gains and losses that are included in comprehensive income, but excluded from net income. The Company’s significant items of accumulated other comprehensive income (loss) are pension and other benefits, net unrealized gains or losses on investment securities and net unrealized gains or losses on cash flow derivative hedges. Changes in accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 are presented below:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · Income · · · | |||||||||
| · · · · · Tax · · · | |||||||||
| · · Pre-tax · · Benefit · · Net of | |||||||||
| (dollars in thousands) · Amount · (Expense) · Tax | |||||||||
| Accumulated other comprehensive loss at December 31, 2022 | | $(871,813) | | $232,559 | | $(639,254) | |||
| Year ended December 31, 2023 | | | | | | | | | |
| Pension and other benefits: | | | | | | | | | |
| Net actuarial losses arising during the year | | | (1,063) | | | 284 | | | (779) |
| Amortization of net loss included in net income | | | 1,142 | | | (305) | | | 837 |
| Net change in pension and other benefits | | | 79 | | | (21) | | | 58 |
| Investment securities: | | | | | | | | | |
| Unrealized net gains arising during the year | | | 55,141 | | | (14,709) | | | 40,432 |
| Reclassification of net losses to net income: | | | | | | | | | |
| Amortization of unrealized holding losses on held-to-maturity securities | | | 48,190 | | | (12,855) | | | 35,335 |
| Investment securities losses, net | | | 39,986 | | | (10,666) | | | 29,320 |
| Net change in investment securities | | | 143,317 | | | (38,230) | | | 105,087 |
| Cash flow derivative hedges: | | | | | | | | | |
| Unrealized net losses arising during the year | | | (940) | | | 251 | | | (689) |
| Reclassification of net losses included in net income | | | 6,257 | | | (1,669) | | | 4,588 |
| Net change in cash flow derivative hedges | | | 5,317 | | | (1,418) | | | 3,899 |
| Other comprehensive income | | | 148,713 | | | (39,669) | | | 109,044 |
| Accumulated other comprehensive loss at December 31, 2023 | | $(723,100) | | $192,890 | | $(530,210) | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · Income · · · | |||||||||
| · · · · · Tax · · · | |||||||||
| · · Pre-tax · · Benefit · · Net of | |||||||||
| (dollars in thousands) · Amount · (Expense) · Tax | |||||||||
| Accumulated other comprehensive loss at December 31, 2021 | | $(165,967) | | $44,274 | | $(121,693) | |||
| Year ended December 31, 2022 | | | | | | | | | |
| Pension and other benefits: | | | | | | | | | |
| Net actuarial gains arising during the year | | | 20,710 | | | (5,524) | | | 15,186 |
| Amortization of net loss included in net income | | | 5,146 | | | (1,373) | | | 3,773 |
| Net change in pension and other benefits | | | 25,856 | | | (6,897) | | | 18,959 |
| Investment securities: | | | | | | | | | |
| Unrealized net losses arising during the year | | | (773,667) | | | 206,376 | | | (567,291) |
| Reclassification of net losses to net income: | | | | | | | | | |
| Amortization of unrealized holding losses on held-to-maturity securities | | | 48,378 | | | (12,905) | | | 35,473 |
| Net change in investment securities | | | (725,289) | | | 193,471 | | | (531,818) |
| Cash flow derivative hedges: | | | | | | | | | |
| Unrealized net losses arising during the year | | | (6,710) | | | 1,790 | | | (4,920) |
| Reclassification of net losses included in net income | | | 297 | | | (79) | | | 218 |
| Net change in cash flow derivative hedges | | | (6,413) | | | 1,711 | | | (4,702) |
| Other comprehensive loss | | | (705,846) | | | 188,285 | | | (517,561) |
| Accumulated other comprehensive loss at December 31, 2022 | | $(871,813) | | $232,559 | | $(639,254) | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · Income · · · | |||||||||
| · · · · · Tax · · · | |||||||||
| · · Pre-tax · · Benefit · · Net of | |||||||||
| (dollars in thousands) · Amount · (Expense) · Tax | |||||||||
| Accumulated other comprehensive income at December 31, 2020 | | $43,098 | | $(11,494) | | $31,604 | |||
| Year ended December 31, 2021 | | | | | | | | | |
| Pension and other benefits: | | | | | | | | | |
| Net actuarial gains arising during the year | | | 3,107 | | | (829) | | | 2,278 |
| Amortization of net loss included in net income | | | 6,913 | | | (1,844) | | | 5,069 |
| Net change in pension and other benefits | | | 10,020 | | | (2,673) | | | 7,347 |
| Investment securities: | | | | | | | | | |
| Unrealized net losses arising during the year | | | (218,983) | | | 58,414 | | | (160,569) |
| Reclassification of net gains to net income: | | | | | | | | | |
| Investment securities gains, net | | | (102) | | | 27 | | | (75) |
| Net change in investment securities | | | (219,085) | | | 58,441 | | | (160,644) |
| Other comprehensive loss | | | (209,065) | | | 55,768 | | | (153,297) |
| Accumulated other comprehensive loss at December 31, 2021 | | $(165,967) | | $44,274 | | $(121,693) | |||
The following table summarizes changes in accumulated other comprehensive income (loss), net of tax, for the years indicated:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pensions · · · · · · · · Accumulated | |||||||||||||||
| · · and · · Available-for-Sale · · Held-to-Maturity · · Cash Flow · · Other | |||||||||||||||
| · · Other · · Investment · · Investment · · Derivative · · Comprehensive | |||||||||||||||
| (dollars in thousands) | Benefits | Securities | Securities | Hedges | Income (Loss) | ||||||||||
| Year Ended December 31, 2023 | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $(5,431) | | $(292,175) | | $(336,946) | | $(4,702) | | $(639,254) | |||||
| Other comprehensive income | | | 58 | | | 69,752 | | | 35,335 | | | 3,899 | | | 109,044 |
| Balance at end of year | | $(5,373) | | $(222,423) | | $(301,611) | | $(803) | | $(530,210) | |||||
| | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $(24,390) | | $(97,303) | | $— | | $— | | $(121,693) | |||||
| Unrealized net losses related to the transfer of securities from available-for-sale to held-to-maturity | | | — | | | 372,419 | | | (372,419) | | | — | | | — |
| Other comprehensive income (loss) | | | 18,959 | | | (567,291) | | | 35,473 | | | (4,702) | | | (517,561) |
| Balance at end of year | | $(5,431) | | $(292,175) | | $(336,946) | | $(4,702) | | $(639,254) | |||||
| | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 | | | | | | | | | | | | | | | |
| Balance at beginning of year | | $(31,737) | | $63,341 | | $— | | $— | | $31,604 | |||||
| Other comprehensive income (loss) | | | 7,347 | | | (160,644) | | | — | | | — | | | (153,297) |
| Balance at end of year | | $(24,390) | | $(97,303) | | $— | | $— | | $(121,693) | |||||
As of December 31, 2023, 2022 and 2021, the Company did not have any available-for-sale debt securities in an unrealized loss position with the intent to sell and determined it was not more likely than not that the Company would be required to sell the securities prior to recovery of the amortized cost basis. Thus, for the years ended December 31, 2023, 2022 and 2021, there wasno incremental non-credit-related impairment loss recognized in earnings on these securities.
12. Regulatory Capital Requirements
Federal and state laws and regulations limit the amount of dividends the Company may declare or pay. The Company depends primarily on dividends from FHB as the source of funds for the Company’s payment of dividends.
The Company and the Bank are subject to various regulatory capital requirements imposed by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s operating activities and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of its assets and certain off-balance-sheet items. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of Common Equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital to risk-weighted assets, as well as a minimum leverage ratio.
The following provides definitions for the regulatory risk-based capital ratios and leverage ratio, which are calculated as per standard regulatory guidance:
Risk-Weighted Assets — Assets are weighted for risk according to a formula used by the Federal Reserve to conform to capital adequacy guidelines. On- and off-balance sheet items are weighted for risk, with off-balance sheet items converted to balance sheet equivalents, using risk conversion factors, before being allocated a risk-adjusted weight. The off-balance sheet items comprise a minimal part of the overall calculation.
Common Equity Tier 1 Risk-Based Capital Ratio — The CET1 risk-based capital ratio is calculated as CET1 capital, divided by risk-weighted assets. CET1 is the sum of equity, adjusted for ineligible goodwill as well as certain other comprehensive income items as follows: net unrealized gains/losses on securities and derivatives, and net unrealized pension and other benefit losses.
Tier 1 Risk-Based Capital Ratio — The Tier 1 capital ratio is calculated as Tier 1 capital divided by risk-weighted assets.
Total Risk-Based Capital Ratio — The total risk-based capital ratio is calculated as the sum of Tier 1 capital and an allowable amount of the allowance for credit losses (limited to 1.25 percent of risk-weighted assets), divided by risk-weighted assets.
Tier 1 Leverage Ratio — The Tier 1 leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets.
The table below sets forth those ratios at December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · First Hawaiian · · Minimum · · Well- · | |||||||||||||||
| · · First Hawaiian, Inc. · · Bank · · Capital · · Capitalized · | |||||||||||||||
| (dollars in thousands) · Amount · Ratio · · Amount · Ratio · · Ratio(1) · Ratio(1) · | |||||||||||||||
| December 31, 2023: | | | | | | | | | | | | | | | |
| Common equity tier 1 capital to risk-weighted assets | | $2,020,784 | | 12.39% | $2,006,393 | | 12.30% | 4.50% | 6.50% | ||||||
| Tier 1 capital to risk-weighted assets | | | 2,020,784 | | 12.39% | | 2,006,393 | | 12.30% | 6.00% | 8.00% | ||||
| Total capital to risk-weighted assets | | | 2,212,922 | | 13.57% | | 2,198,531 | | 13.48% | 8.00% | 10.00% | ||||
| Tier 1 capital to average assets (leverage ratio) | | | 2,020,784 | | 8.64% | | 2,006,393 | | 8.57% | 4.00% | 5.00% | ||||
| | | | | | | | | | | | | | | | |
| December 31, 2022: | | | | | | | | | | | | | | | |
| Common equity tier 1 capital to risk-weighted assets | | $1,912,767 | | 11.82% | $1,895,693 | | 11.71% | 4.50% | 6.50% | ||||||
| Tier 1 capital to risk-weighted assets | | | 1,912,767 | | 11.82% | | 1,895,693 | | 11.71% | 6.00% | 8.00% | ||||
| Total capital to risk-weighted assets | | | 2,090,502 | | 12.92% | | 2,073,428 | | 12.81% | 8.00% | 10.00% | ||||
| Tier 1 capital to average assets (leverage ratio) | | | 1,912,767 | | 8.11% | | 1,895,693 | | 8.04% | 4.00% | 5.00% | ||||
| (1) | As defined by the regulations issued by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the FDIC. |
A 2.5% capital conservation buffer, comprised of CET1 capital, was established above the regulatory minimum capital requirements, effectively resulting in minimum ratios of (i)7% CET1 to risk-weighted assets, (ii)8.5% Tier 1 capital to risk-weighted assets, and (iii)10.5% total capital to risk-weighted assets.
The Federal Deposit Insurance Act of 1950’s prompt corrective action provisions apply only to depository institutions such as the Bank, and not to bank holding companies. Under the Federal Reserve’s regulations, a bank holding company, such as FHI, is considered “well-capitalized” if the bank holding company (i) has a total risk based capital ratio of at least 10%, (ii) has a Tier 1 risk-based capital ratio of at least 6%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Company meets all capital ratio requirements to be well-capitalized under the Federal Reserve’s regulations, and, although the prompt corrective action provisions apply only to depository institutions and not to bank holding companies, if the provisions applied to bank holding companies, the Company would meet all capital ratio requirements to be well-capitalized.
As of December 31, 2023, under the bank regulatory capital guidelines, the Company and Bank were both classified as well-capitalized and exceeded the aforementioned capital conservation buffer. Management is not aware of any conditions or events that have occurred since December 31, 2023, to change the capital adequacy category of the Company or the Bank.
13. Leases
The Company, as lessee, is obligated under a number of noncancelable operating leases primarily for branch premises and related real estate. Terms of such leases extend for periods up to 40 years, many of which provide for periodic adjustment of rent payments based on changes in various economic indicators. Renewal options are included in the Company’s lease liabilities and related right-of-use assets to the extent that the Company is reasonably certain to exercise such options. For all of the Company’s short-term leases (i.e., leases with an initial term of 12 months or less), the Company recognizes lease expense on a straight-line basis over the lease term. Variable lease payments are recognized in the period in which the obligation for those payments is incurred.
The Company’s branch premises leases typically require that the Company is responsible to pay for variable lease expense, primarily maintenance expense, as well as real property taxes, property insurance and sales taxes. Maintenance expense is paid to maintain common areas and covers costs including landscaping, cleaning and general maintenance. Such variable costs are typically re-evaluated by the landlord on an annual basis and are charged to the Company based on the portion of the total building premises that is occupied by the Company.
The Company subleases certain premises and real estate to third parties. The sublease portfolio consists of operating leases for space connected with three of the Company’s branch properties.
The components of the Company’s net lease expense for the years ended December 31, 2023, 2022 and 2021 were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | |||||||||
| Operating lease expense | | $8,167 | | $8,883 | | $9,432 | |||
| Short-term lease expense | | | 26 | | | 26 | | | 246 |
| Variable lease expense | | | 2,112 | | | 2,135 | | | 2,204 |
| Finance lease expense: | | | | | | | | | |
| Amortization of right-of-use assets | | | — | | 1 | | 3 | ||
| Total finance lease expense | | — | | | 1 | | | 3 | |
| Less: Sublease income | | | (649) | | | (637) | | | (744) |
| Net lease expense | | $9,656 | | $10,408 | | $11,141 | |||
Other information related to the Company’s lease liabilities as of and for the years ended December 31, 2023, 2022 and 2021 were as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands) · 2023 · · 2022 · · 2021 · | ||||||||||
| Supplemental Cash Flows Information | | | | | | | | | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | |
| Operating cash flows paid for operating leases | | $7,636 | | $8,418 | | $7,981 | | |||
| Financing cash flows paid for finance leases | | $— | | $— | | $10 | | |||
| Right-of-use assets obtained in exchange for new lease obligations: | | | | | | | | | | |
| Operating leases | | $4,775 | | $4,676 | | $31,792 | | |||
| Weighted Average Remaining Lease Term | | | | | | | | | | |
| Operating leases (years) | | | 21.3 | | | 22.2 | | | 22.8 | |
| Finance leases (years) | | | — | | | — | | | 0.5 | |
| Weighted Average Discount Rate | | | | | | | | | | |
| Operating leases | | | 3.11% | | 2.98% | | 3.01% | |||
| Finance leases | | | —% | | —% | | 6.78% | |||
Operating lease right-of-use assets were $61.3 million and $62.8 million as of December 31, 2023 and 2022, respectively, and were recorded as a component of other assets. Operating lease liabilities were $63.8 million and $64.8 million as of December 31, 2023 and 2022, respectively, and were recorded as a component of other liabilities.
The most significant assumption related to the Company’s application of Topic 842 was the discount rate assumption. As most of the Company’s lease agreements do not provide for an implicit interest rate, the Company used the collateralized interest rate that the Company would have to pay to borrow over a similar term to estimate the Company’s lease liabilities.
The following table sets forth future minimum rental payments under noncancelable operating leases with terms in excess of one year as of December 31, 2023:
| | | | |
|---|---|---|---|
| · · Net Operating | |||
| · · Lease | |||
| (dollars in thousands) · Payments | |||
| Year ending December 31: | | | |
| 2024 | | $8,009 | |
| 2025 | | | 5,636 |
| 2026 | | | 5,149 |
| 2027 | | | 4,520 |
| 2028 | | | 3,931 |
| Thereafter | | | 62,557 |
| Total future minimum lease payments | | | 89,802 |
| Less: Imputed interest | | | (25,970) |
| Total | | $63,832 | |
The Company did not have any operating leases with related parties. As such, there wereno lease payments to related parties for each of the years ended December 31, 2023, 2022 and 2021.
The Company, as lessor, rents office space in its headquarters office building as well as office space located primarily in Hawaii to third party lessees. Terms of such leases, including renewal options, may be extended for up toten years, many of which provide for periodic adjustment of rent payments based on changes in consumer or other price indices. The Company recognizes lease income on a straight-line basis over the lease term. Non-lease components, primarily consisting of costs incurred by the Company for maintenance and utilities, are recognized as income in the period in which the payments are due.
The Company recognized operating lease income related to lease payments of $6.2 million, $6.1 million and $6.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. In addition, the Company recognized $6.3 million, $6.5 million and $6.1 million of lease income related to variable lease payments for the years ended December 31, 2023, 2022 and 2021, respectively.
Certain of the Company’s leases were with related parties for the use of space at the Company’s headquarters office building. There wasno rental income paid by the related parties for the years ended December 31, 2023 and 2022. Rental income paid by related parties wasnil for the year ended December 31, 2021. There areno future minimum rental income from related parties.
The following table sets forth future minimum rental income under noncancelable operating leases with terms in excess of one year as of December 31, 2023:
| | | | |
|---|---|---|---|
| · · Minimum | |||
| · · Rental | |||
| (dollars in thousands) · Income | |||
| Year ending December 31: | | | |
| 2024 | | $5,963 | |
| 2025 | | | 5,267 |
| 2026 | | | 4,446 |
| 2027 | | | 2,882 |
| 2028 | | | 1,914 |
| Thereafter | | | 3,715 |
| Total | | $24,187 | |
14. Benefit Plans
Qualified Pension Plan
The Company’s employees participate in the Employees’ Retirement Plan of First Hawaiian, Inc. (the “FHI ERP”). The FHI ERP is a frozen plan whereby there areno further benefit accruals for the Company’s employees. However, employees retain rights to participant benefits accrued as of the date of the plan freeze.
No contributions to the pension trust are expected to be made during 2024 for the Company’s participants in the FHI ERP. However, should contributions be required in accordance with the funding rules under the Employee Retirement Income Security Act of 1974 (“ERISA”), including the impact of the Pension Protection Act of 2006, the Company would make those required contributions.
Nonqualified Pension and Other Postretirement Benefit Plans
The Company also sponsors an unfunded supplemental executive retirement plan for certain key executives (“SERP”). In addition, the Company sponsors a directors’ retirement plan (“Directors’ Plan”), a non-qualified pension plan for eligible FHI and FHB directors that qualify for retirement benefits based on their years of service as a director. Both the SERP and the Directors’ Plan were frozen as of January 1, 2005 to new participants. In March 2019, the Company’s board of directors approved an amendment to the SERP to freeze the SERP, which became effective on July 1, 2019. As a result of the amendment, since the effective date, there have not been any, and there will beno, new accruals of benefits, including service accruals. Existing benefits under the SERP, as of the effective date of the amendment described above, will otherwise continue in accordance with the terms of the SERP.
A postretirement benefit plan is also offered to eligible employees that provides healthcare benefits upon retirement. The Company provides access to medical coverage for eligible retirees under age 65 at active employee premium rates and a monthly stipend to both retiree and retiree’s spouse after age 62.
The Company expects to contribute $0.3 million to its Directors’ Plan and $1.2 million to its postretirement medical and life insurance plans in 2024. These contributions reflect the estimated benefit payments for the unfunded plans and may vary depending on retirements during 2024.
Defined Contribution Plans
401(k) Savings Plan and Money Purchase Pension Plan
The Company matched employee contributions to the First Hawaiian, Inc. 401(k) Savings Plan, a qualified defined contribution plan, up to 5% of the employee’s pay in 2023, 2022 and 2021. The Company also contributed 2.5% of employee pay to the First Hawaiian, Inc. Future Plan, a money purchase pension plan. The plans cover all employees who satisfy eligibility requirements. A select group of key executives who participate in an unqualified grandfathered supplemental executive retirement plan may participate in the 401(k) plan but are not eligible to receive the matching contribution.
The employer contributions to the above-mentioned plans for the years ended December 31, 2023, 2022 and 2021 were $9.3 million, $9.2 million and $9.1 million, respectively, and are included in salaries and employee benefits within the consolidated statements of income.
Annual Incentive Awards for Key Executives
The Company makes cash-based annual incentive awards under the First Hawaiian, Inc. Bonus Plan (the “Bonus Plan”). The Bonus Plan limits the aggregate and individual value of the awards that could be issued in any one fiscal year. The Bonus Plan expenses totaled $15.3 million, $15.5 million and $13.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in salaries and employee benefits within the consolidated statements of income.
The following table details the amounts recognized in other comprehensive (loss) income during the years presented. Pension benefits include benefits from the qualified and non-qualified plans. Other benefits include life insurance and healthcare benefits from the postretirement benefit plan.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits · | |||||||||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 · 2023 · 2022 · 2021 | |||||||||||||||||||
| Amounts arising during the year: | | | | | | | | | | | | | | | | | | | |
| Net (gain) loss on pension assets | | $(3,246) | | $24,047 | | $3,581 | | $— | | $— | | $— | | ||||||
| Net loss (gain) on pension obligations | | | 4,851 | | | (38,949) | | | (4,614) | | | (542) | | | (5,808) | | | (2,074) | |
| Reclassification adjustments recognized as components of net periodic benefit cost during the year: | | | | | | | | | | | | | | | | | | | |
| Net (gain) loss | | | (2,818) | | | (5,643) | | | (6,961) | | | 1,676 | | | 497 | | | 48 | |
| Prior service credit | | | — | | | — | | | — | | | — | | | — | | | — | |
| Amount recognized in other comprehensive (loss) income | | $(1,213) | | $(20,545) | | $(7,994) | | $1,134 | | $(5,311) | | $(2,026) | | ||||||
The following table shows the amounts within accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit cost as of December 31, 2023 and 2022:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits | ||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 | ||||||||||||
| Net actuarial loss (gain) | | $14,599 | | $15,812 | | $(7,271) | | $(8,405) | ||||
| Prior service credit | | | — | | | — | | | — | | | — |
| Total, pretax effect | | | 14,599 | | | 15,812 | | | (7,271) | | | (8,405) |
| Tax impact | | | (3,894) | | | (4,218) | | | 1,939 | | | 2,242 |
| Ending balance in accumulated other comprehensive loss | | $10,705 | | $11,594 | | $(5,332) | | $(6,163) | ||||
The following tables summarize the changes to the projected benefit obligation (“PBO”) and fair value of plan assets for pension benefits and the accumulated postretirement benefit obligation (“APBO”) and fair value of plan assets for other benefits:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits | ||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 | ||||||||||||
| Benefit obligation at beginning of year | | $155,588 | | $204,432 | | $16,425 | | $21,362 | ||||
| Service cost | | | — | | | — | | | 545 | | | 789 |
| Interest cost | | | 8,275 | | | 5,518 | | | 844 | | | 565 |
| Actuarial gain | | | 4,851 | | | (38,949) | | | (542) | | | (5,808) |
| Benefit payments | | | (15,143) | | | (15,413) | | | (488) | | | (483) |
| Benefit obligation at end of year | | $153,571 | | $155,588 | | $16,784 | | $16,425 | ||||
The actuarial gains related to changes in the Company’s PBO for pension benefits and APBO for other benefits are primarily due to changes in discount rates for both years ended December 31, 2023 and 2022.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits | ||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 | ||||||||||||
| Fair value of plan assets at beginning of year | | $78,149 | | $106,648 | | $— | | $— | ||||
| Actual return on plan assets | | | 6,780 | | | (20,924) | | | — | | | — |
| Benefit payments from trust | | | (7,326) | | | (7,575) | | | — | | | — |
| Fair value of plan assets at end of year | | $77,603 | | $78,149 | | $— | | $— | ||||
The following table summarizes the funded status of the Company’s plans and amounts recognized in the Company’s consolidated balance sheets as of December 31, 2023 and 2022:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits | ||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 | ||||||||||||
| Pension assets for overfunded plans | | $10,533 | | $8,713 | | $— | | $— | ||||
| Pension liabilities for underfunded plans | | | (86,501) | | | (86,152) | | | (16,784) | | | (16,425) |
| Funded status | | $(75,968) | | $(77,439) | | $(16,784) | | $(16,425) | ||||
The following table provides information regarding the PBO, accumulated benefit obligation (“ABO”), and fair value of plan assets as of December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Funded Pension Plan · · Unfunded Pension Plans · · Total Pension Plans | ||||||||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 · 2023 · 2022 | ||||||||||||||||||
| Projected benefit obligation | | $67,070 | | $69,436 | | $86,501 | | $86,152 | | $153,571 | | $155,588 | ||||||
| Accumulated benefit obligation | | | 67,070 | | | 69,436 | | | 86,501 | | | 86,152 | | | 153,571 | | | 155,588 |
| Fair value of plan assets | | | 77,603 | | | 78,149 | | | — | | | — | | | 77,603 | | | 78,149 |
| Overfunded (underfunded) portion of PBO/ABO | | | 10,533 | | | 8,713 | | | (86,501) | | | (86,152) | | | (75,968) | | | (77,439) |
The Company recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the consolidated balance sheets.
Unrecognized net gains or losses that exceed 5% of the greater of the PBO or the fair value of plan assets as of the beginning of the year are amortized on a straight-line basis over five years in accordance with ASC 715. Amortization of the unrecognized net gain or loss is included as a component of net periodic pension cost. If amortization results in an amount less than the minimum amortization required under GAAP, the minimum required amount is recorded.
The following table summarizes the change in net actuarial loss (gain) and amortization for the years ended December 31, 2023 and 2022:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pension Benefits · · Other Benefits | ||||||||||||
| (dollars in thousands) · 2023 · 2022 · 2023 · 2022 | ||||||||||||
| Net actuarial loss (gain) at beginning of year | | $15,812 | | $36,357 | | $(8,405) | | $(3,094) | ||||
| Amortization cost | | | (2,818) | | | (5,643) | | | 1,676 | | | 497 |
| Liability loss (gain) | | | 4,851 | | | (38,949) | | | (542) | | | (5,808) |
| Asset (gain) loss | | | (3,246) | | | 24,047 | | | — | | | — |
| Net actuarial loss (gain) at end of year | | $14,599 | | $15,812 | | $(7,271) | | $(8,405) | ||||
The following table sets forth the components of net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Income line item where recognized in · · Pension Benefits · · Other Benefits · | |||||||||||||||||||||
| (dollars in thousands) · · the consolidated statements of income · 2023 · 2022 · 2021 · 2023 · 2022 · 2021 | |||||||||||||||||||||
| Service cost | | Salaries and employee benefits | | $— | | $— | | $— | | $545 | | $789 | | $874 | | ||||||
| Interest cost | | Other noninterest expense | | | 8,275 | | | 5,518 | | | 5,065 | | | 844 | | | 565 | | | 515 | |
| Expected return on plan assets | | Other noninterest expense | | | (3,534) | | | (3,124) | | | (3,044) | | | — | | | — | | | — | |
| Prior service credit | | Other noninterest expense | | | — | | | — | | | — | | | — | | | — | | | — | |
| Recognized net actuarial loss (gain) | | Other noninterest expense | | | 2,818 | | | 5,643 | | | 6,961 | | | (1,676) | | | (497) | | | (48) | |
| Total net periodic benefit cost | | | | $7,559 | | $8,037 | | $8,982 | | $(287) | | $857 | | $1,341 | | ||||||
The funded pension benefit amounts included in pension benefits for the years ended December 31, 2023, 2022 and 2021 were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Funded Pension Benefits | |||||||||
| (dollars in thousands) · 2023 · 2022 · 2021 | |||||||||
| Interest cost | | $3,643 | | $2,466 | | $2,261 | |||
| Expected return on plan assets | | | (3,534) | | | (3,124) | | | (3,044) |
| Recognized net actuarial loss | | | 2,818 | | | 1,906 | | | 1,609 |
| Total net periodic benefit cost | | $2,927 | | $1,248 | | $826 | |||
Assumptions
The following weighted-average assumptions were used to determine benefit obligations at December 31, 2023 and 2022:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · FHI ERP Pension Benefits · · SERP Pension Benefits · · Other Benefits · | |||||||||||||
| · 2023 · · 2022 · · 2023 · · 2022 · · 2023 · · 2022 · | |||||||||||||
| Discount rate | | 5.22% | 5.57% | 5.22% | 5.57% | 5.22% | 5.57% | ||||||
| Rate of compensation increase | | NA | | NA | | NA | | NA | | NA | | NA | |
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · FHI ERP Pension Benefits · · SERP Pension Benefits · · Other Benefits · | |||||||||||||||||||
| · 2023 · · 2022 · · 2021 · · 2023 · · 2022 · · 2021 · · 2023 · · 2022 · · 2021 · | |||||||||||||||||||
| Discount rate | | 5.57% | 2.77% | 2.37% | 5.57% | 2.77% | 2.37% | 5.57% | 2.77% | 2.37% | |||||||||
| Expected long-term return on plan assets | | 4.75% | 3.05% | 2.75% | NA | | NA | | NA | | NA | | NA | | NA | | |||
| Rate of compensation increase | | NA | | NA | | NA | | NA | | NA | | NA | | NA | | NA | | NA | |
To select the discount rate, the Company reviews the yield on high quality corporate bonds. This rate is adjusted to convert the yield to an annual discount rate basis and may be adjusted for the population of plan participants to reflect the expected duration of the benefit payments of the plan.
Assumed healthcare cost trend rates were as follows at December 31, 2023, 2022 and 2021:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · 2023 · · 2022 · · 2021 · | |||||||
| Healthcare cost trend rate assumed for next year | | 6.00% | 6.00% | 6.00% | |||
| Rate to which the cost trend is assumed to decline (the ultimate trend rate) | | 5.00% | 5.00% | 5.00% | |||
| Year that the rate reaches the ultimate trend rate | | 2028 | | 2028 | | 2026 | |
Plan Assets
The Company’s pension plan assets were allocated as follows as of December 31, 2023 and 2022:
| · · · · · | |||
|---|---|---|---|
| | | Asset Allocation | |
| | 2023 | 2022 | |
| Equity securities | | 11% | 11% |
| Debt securities | | 86% | 87% |
| Other securities | | 3% | 2% |
| Total | | 100% | 100% |
There wereno holdings of FHI or BNPP stock included in equity securities at December 31, 2023 and 2022.
The assets within the pension plan are managed in accordance with ERISA. The objective of the plan is to achieve, over full market cycles, a compounded annual rate of return equal to or greater than the pension plan’s expected long-term rate of return. The pension plan’s participants recognize that capital markets can be unpredictable and that any investment could result in periods where the market value of the pension plan’s assets will decline in value. Asset allocation is likely to be the primary determinant of the pension plan’s return and the associated volatility of returns for the pension plan. The Company estimated the long-term rate of return for the 2023 net periodic pension cost to be 4.75%. The return was selected based on a model of U.S. capital market assumptions with expected returns reflecting the anticipated asset allocation of the pension plan.
The target asset allocation for the pension plan at December 31, 2023, was as follows:
| · · · | ||
|---|---|---|
| | | Target |
| | Allocation | |
| Equity securities | | 10% |
| Debt securities | | 88% |
| Other securities | | 2% |
Estimated Future Benefit Payments
The following table presents benefit payments that are expected to be paid over the next ten years, giving consideration to expected future service as appropriate:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Pension · · Other | ||||||
| (dollars in thousands) · Benefits · Benefits | ||||||
| 2024 | | $15,095 | | $1,220 | ||
| 2025 | | | 15,371 | | | 1,326 |
| 2026 | | | 15,495 | | | 1,417 |
| 2027 | | | 14,570 | | | 1,507 |
| 2028 | | | 13,986 | | | 1,561 |
| 2029 to 2033 | | | 61,456 | | | 7,863 |
Fair Value Measurement of Plan Assets
The Company’s overall investment strategy includes a wide diversification of asset types, fund strategies and fund managers. Investments in exchange-traded funds consist primarily of investments in large-cap companies located in the United States. Fixed income securities include U.S. government agencies and corporate bonds of companies from diversified industries.
The fair values of the Company’s pension plan assets at December 31, 2023 and 2022, by asset class, were as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 | ||||||||||||
| · · Quoted Prices · · Significant · · · · | ||||||||||||
| · · In Active · · Other · · Significant · · | ||||||||||||
| · · Markets for · · Observable · · Unobservable · · | ||||||||||||
| · · Identical Assets · · Inputs · · Inputs · · | ||||||||||||
| (dollars in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||
| Asset classes: | | | | | | | | | | | | |
| Cash and cash equivalents | | $2,353 | | $— | | $— | | $2,353 | ||||
| Fixed income - U.S. Treasury securities | | | — | | | 11,354 | | | — | | | 11,354 |
| Fixed income - U.S. government agency securities | | | — | | | 5,899 | | | — | | | 5,899 |
| Fixed income - U.S. corporate securities | | | — | | | 47,546 | | | — | | | 47,546 |
| Fixed income - municipal securities | | | — | | | 379 | | | — | | | 379 |
| Fixed income - international securities | | | 1,901 | | | — | | | — | | | 1,901 |
| Equity - large-cap exchange-traded funds | | | 5,311 | | | — | | | — | | | 5,311 |
| Equity - mid-cap exchange-traded funds | | | 844 | | | — | | | — | | | 844 |
| Equity - small-cap exchange-traded funds | | | 394 | | | — | | | — | | | 394 |
| Equity - international funds | | | 1,622 | | | — | | | — | | | 1,622 |
| Total | | $12,425 | | $65,178 | | $— | | $77,603 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2022 | ||||||||||||
| · · Quoted Prices · · Significant · · · · | ||||||||||||
| · · In Active · · Other · · Significant · · | ||||||||||||
| · · Markets for · · Observable · · Unobservable · · | ||||||||||||
| · · Identical Assets · · Inputs · · Inputs · · | ||||||||||||
| (dollars in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||
| Asset classes: | | | | | | | | | | | | |
| Cash and cash equivalents | | $1,712 | | $— | | $— | | $1,712 | ||||
| Fixed income - U.S. Treasury securities | | | — | | | 6,593 | | | — | | | 6,593 |
| Fixed income - U.S. government agency securities | | | — | | | 6,656 | | | — | | | 6,656 |
| Fixed income - U.S. corporate securities | | | — | | | 53,051 | | | — | | | 53,051 |
| Fixed income - municipal securities | | | — | | | 382 | | | — | | | 382 |
| Fixed income - international securities | | | 1,199 | | | — | | | — | | | 1,199 |
| Equity - large-cap exchange-traded funds | | | 5,544 | | | — | | | — | | | 5,544 |
| Equity - mid-cap exchange-traded funds | | | 1,001 | | | — | | | — | | | 1,001 |
| Equity - small-cap exchange-traded funds | | | 461 | | | — | | | — | | | 461 |
| Equity - international funds | | | 1,550 | | | — | | | — | | | 1,550 |
| Total | | $11,467 | | $66,682 | | $— | | $78,149 | ||||
No fair value measurements used Level 3 inputs as of December 31, 2023 and 2022.
The plan’s investments in fixed income securities represent approximately 86.4% and 86.9% of total plan assets as of December 31, 2023 and 2022, respectively, which is the most significant concentration of risk in the plan.
Valuation Methodologies
Cash and cash equivalents— includes institutional money market funds, whose carrying value represents fair value because of their short-term maturities of the instruments held by these funds.
U.S. Treasury securities— includes securities issued by the U.S. government valued at fair value based on observable market prices for similar securities or other market observable inputs.
U.S. government agency securities— includes investment-grade debt securities issued by U.S. government agencies. These securities are valued at fair value based upon the quoted market values of the underlying net assets.
U.S. corporate securities— includes investment-grade debt securities issued by U.S. corporations. These securities are valued at fair value based on observable market prices for similar securities or other market observable inputs.
Municipal securities — includes bonds issued by a city or other local government, or their agencies. Potential issuers of municipal bonds include cities, counties, redevelopment agencies, special-purpose districts, school districts, public utility districts, publicly owned airports and seaports, and any other governmental entity (or group of governments) below the state level. Municipal bonds may be general obligations of the issuer or secured by specified revenues. These securities are valued at fair value based on observable market prices for similar securities or other market observable inputs.
International securities— includes investment-grade debt securities issued by international corporations. The fair value is based upon the quoted market values of the underlying net assets.
Large-cap exchange-traded fund — includes an exchange-traded fund which invests mainly in U.S. large-cap stocks such as those in the S&P 500 index. The fair value is based upon the quoted market values of the underlying net assets.
Mid-cap exchange-traded funds — includes broadly-diversified exchange-traded funds which invest in U.S. mid-cap stocks such as those in the S&P 400 Mid Cap index. The fair value is based upon the quoted market values of the underlying net assets.
Small-cap exchange-traded funds — includes broadly-diversified exchange-traded funds which invest in U.S. small-cap stocks such as those in the S&P 600 Small Cap index. The fair value is based upon the quoted market values of the underlying net assets.
International funds — includes well-diversified exchange-traded funds tracking broad-based international equity indexes. The fair value is based upon the quoted market values of the underlying net assets.
15. Income Taxes
For the years ended December 31, 2023, 2022 and 2021, the provision (benefit) for income taxes was comprised of the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (dollars in thousands) | 2023 | 2022 | 2021 | ||||||
| Current: | | | | | | | | | |
| Federal | | $66,123 | | $50,895 | | $53,534 | |||
| State and local | | | 21,724 | | | 12,493 | | | 15,607 |
| Total current | | | 87,847 | | | 63,388 | | | 69,141 |
| Deferred: | | | | | | | | | |
| Federal | | | (8,387) | | | 13,639 | | | 8,837 |
| State and local | | | (5,269) | | | 8,499 | | | 5,283 |
| Total deferred | | | (13,656) | | | 22,138 | | | 14,120 |
| Total provision for income taxes | | $74,191 | | $85,526 | | $83,261 | |||
The Company files Federal and state income tax returns for its subsidiaries. The Company’s subsidiary also files income tax returns in Guam, Saipan and certain other state jurisdictions. The Company had a current income tax receivable due from various jurisdictions of $30.9 million and $14.2 million as of December 31, 2023 and 2022, respectively, for its share of consolidated and combined tax overpayments that had not yet been received.
The components of net deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) | 2023 | 2022 | ||||
| Assets: | | | | | | |
| Deferred compensation expense | | $50,945 | | $51,064 | ||
| Allowance for credit losses and nonperforming assets | | | 51,492 | | | 47,517 |
| Lease liabilities | | | 17,027 | | | 17,284 |
| Investment securities | | | 194,213 | | | 233,859 |
| State income taxes | | | 2,514 | | | 2,619 |
| Total deferred income tax assets before valuation allowance | | | 316,191 | | | 352,343 |
| Valuation allowance | | | — | | | (983) |
| Total deferred income tax assets after valuation allowance | | | 316,191 | | | 351,360 |
| Liabilities: | | | | | | |
| Leases | | | (13,283) | | | (15,739) |
| Deferred income | | | (12,751) | | | (20,893) |
| Lease right-of-use assets | | | (16,364) | | | (16,763) |
| Intangible assets | | | (948) | | | (736) |
| Other | | | (33,320) | | | (34,910) |
| Total deferred income tax liabilities | | | (76,666) | | | (89,041) |
| Net deferred income tax assets | | $239,525 | | $262,319 | ||
Net deferred income tax assets were included in other assets in the consolidated balance sheets as of December 31, 2023 and 2022.
Management evaluated the deferred income tax assets for recoverability by considering negative and positive evidence. Negative evidence included the uncertainty of generating future capital gains and restrictions on the ability to sell low-income housing investments during periods when carrybacks of capital losses are allowed. Positive evidence included the generation of capital gains in the current year and carryback years. Based on the weight of all available evidence, management determined a valuation allowance to offset deferred tax assets related to investments in low-income housing projects that can only be utilized to offset capital gains was required for the year ended December 31, 2022. Management further concluded it is more likely than not that the remaining deferred tax assets will be realized through carryback to taxable income in prior years, future reversals of existing taxable temporary differences, and projected future taxable income. Consequently, the remaining deferred income tax assets are not subject to a valuation allowance.
The following analysis reconciles the Federal statutory income tax rate to the effective income tax rate for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||||||||||
| · · 2023 · · · 2022 · · · 2021 · | ||||||||||||||||||
| (dollars in thousands) · Amount · Percent · · · Amount · Percent · · · Amount · Percent · | ||||||||||||||||||
| Federal statutory income tax expense and rate | | $64,927 | | 21.00% | | $73,754 | | 21.00% | | $73,289 | | 21.00% | ||||||
| State and local taxes, net of federal income tax benefit | | | 13,000 | | 4.20 | | | | 16,584 | | 4.72 | | | | 16,503 | | 4.73 | |
| Tax credits | | | (4,506) | | (1.46) | | | | (3,963) | | (1.13) | | | | (2,745) | | (0.79) | |
| Nontaxable income | | | (6,691) | | (2.16) | | | | (1,133) | | (0.32) | | | | (3,274) | | (0.94) | |
| Other | | | 7,461 | | 2.42 | | | | 284 | | 0.08 | | | | (512) | | (0.14) | |
| Income tax expense and effective income tax rate | | $74,191 | | 24.00% | | $85,526 | | 24.35% | | $83,261 | | 23.86% | ||||||
The Company is subject to examination by the Internal Revenue Service (“IRS”) and tax authorities in states in which the Company has significant business operations. The tax years under examination and open for examination vary by jurisdiction. The Company’s 2016 and 2017 tax returns are currently under IRS examination. In addition, refund claims and tax returns for certain years are being reviewed by state jurisdictions. No material adjustments are anticipated as a result of these examinations and reviews. The Company’s income tax returns for 2020 and subsequent tax years generally remain subject to examination by U.S. federal and foreign jurisdictions, and 2019 and subsequent years are subject to examination by state taxing authorities.
A reconciliation of the amount of unrecognized tax benefits is as follows for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||||||||||||||||||||
| · · 2023 · · 2022 · · 2021 | |||||||||||||||||||||||||||
| · · · · · Interest · · · · · · · · Interest · · · · · · · · Interest · · · | |||||||||||||||||||||||||||
| · · · · · and · · · · · · · · and · · · · · · · · and · · · | |||||||||||||||||||||||||||
| (dollars in thousands) · Tax · Penalties · Total · Tax · Penalties · Total · Tax · Penalties · Total | |||||||||||||||||||||||||||
| Balance at beginning of year | | $183,751 | | $22,474 | | $206,225 | | $183,311 | | $20,743 | | $204,054 | | $135,595 | | $18,926 | | $154,521 | |||||||||
| Additions for current year tax positions | | | 629 | | | — | | | 629 | | | 1,289 | | | — | | | 1,289 | | | 1,366 | | | — | | | 1,366 |
| Additions for Reorganization Transactions | | | — | | | 3,155 | | | 3,155 | | | — | | | 974 | | | 974 | | | 47,282 | | | 941 | | | 48,223 |
| Additions for prior years' tax positions: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| New uncertain tax positions identified | | | 2,220 | | | — | | | 2,220 | | | — | | | — | | | — | | | — | | | — | | | — |
| Accrual of interest and penalties | | | — | | | 1,221 | | | 1,221 | | | — | | | 860 | | | 860 | | | — | | | 1,264 | | | 1,264 |
| Reductions for prior years' tax positions: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expiration of statute of limitations | | | (1,139) | | | (266) | | | (1,405) | | | (849) | | | (103) | | | (952) | | | (932) | | | (388) | | | (1,320) |
| Balance at December 31, | | $185,461 | | $26,584 | | $212,045 | | $183,751 | | $22,474 | | $206,225 | | $183,311 | | $20,743 | | $204,054 | |||||||||
Included in the balance of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021, was $56.4 million, $24.2 million and $23.1 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.
In connection with the Reorganization Transactions discussed below, the Company recorded unrecognized tax benefits and interest and penalties of $121.4 million and $7.0 million, respectively. Included in the balance of the unrecognized tax benefits as of December 31, 2023, was $141.2 million attributable to tax refund claims with respect to tax years 2005 through 2013 and 2015 in the State of California. Such refund claims were filed by the Company in 2015, 2019 and 2021, on behalf of the Company and its affiliates, including BOW, concerning the determination of taxes for whichno benefit is currently recognized. It is reasonably possible that the amount of unrecognized tax benefits could decrease within the next 12 months by as much as $2.2 million of taxes and $0.8 million of accrued interest and penalties as a result of settlements and the expiration of the statute of limitations in various states. On February 1, 2023, Bank of Montreal acquired Bank of the West from BNP Paribas SA. This transaction, and the resulting change in ownership, could affect the unrecognized tax benefits related to the years when the Company was included in consolidated and combined returns with Bank of the West.
The Company recognizes interest and penalties attributable to both unrecognized tax benefits and undisputed tax adjustments in the provision for income taxes. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $4.2 million, $0.8 million and $0.8 million, respectively, of net expense attributable to interest and penalties. The Company had a liability of $28.5 million and $24.1 million as of December 31, 2023 and 2022, respectively, accrued for interest and penalties, of which $26.6 million and $22.5 million as of December 31, 2023 and 2022, respectively, were attributable to unrecognized tax benefits and the remainder was attributable to tax adjustments which are not expected to be in dispute.
Prior to the Reorganization Transactions, the Company filed consolidated U.S. Federal and combined state tax returns that incorporated the tax receivables and unrecognized tax benefits of FHB and BOW. The consummation of the Reorganization Transactions did not relieve the Company of the pre-Reorganization Transactions tax receivables and unrecognized tax benefits recognized by BOW that were included in the Company's consolidated and combined tax returns. As a result, on April 1, 2016, the Company recorded $72.8 million related to current tax receivables, $116.6 million related to unrecognized tax benefits, and an indemnification payable of $28.6 million. As of December 31, 2023 and 2022, the Company maintained balances of $130.5 million related to current tax receivables. As of December 31, 2023 and 2022, the Company maintained balances of $160.6 million and $158.1 million, respectively, related to unrecognized tax benefits, and an indemnification receivable of $30.1 million and $27.6 million, respectively. Additionally, in connection with the Reorganization Transactions, the Company has incurred certain tax-related liabilities related to the distribution of its interest in BWHI amounting to $95.4 million. The amount necessary to pay the distribution taxes (net of the expected federal tax benefit of $33.4 million) was paid by BNPP to the Company on April 1, 2016. The Company reported total distribution taxes of $92.1 million in the 2016 tax returns of various state and local jurisdictions, and reimbursed BWHI approximately $2.1 million pursuant to a tax sharing agreement entered into on April 1, 2016 and pursuant to certain tax allocation agreements entered into among the parties. The Company expects that any future adjustment to such taxes will be similarly reimbursed to, or funded by, BWHI, BNPP or their affiliates. Accordingly, the assumption of the pre-Reorganization Transactions tax receivables, unrecognized tax benefits and distribution tax liabilities and the offsetting indemnification receivables or payables were reflected as equity contributions and distributions on April 1, 2016. The reimbursement of distribution taxes to BWHI was also reflected as an adjustment to equity. If there are any future adjustments to the indemnified tax receivables or unrecognized tax benefits, including as a result of the IRS audit of the Company’s income tax returns, an offsetting adjustment to the indemnification receivables or payables will be recorded to the provision for income taxes and other noninterest income or expense. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $2.5 million, nil andnil, respectively, of such adjustments through the provision for income taxes and noninterest income.
16. Derivative Financial Instruments
The Company enters into derivative contracts primarily to manage its interest rate risk, as well as for customer accommodation purposes. Derivatives used for risk management purposes consist of interest rate swaps and collars that are designated as either a fair value hedge or a cash flow hedge. The derivatives are recognized on the consolidated balance sheets as either assets or liabilities at fair value. Derivatives entered into for customer accommodation purposes consist of various free-standing interest rate derivative products and foreign exchange contracts. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes.
The following table summarizes notional amounts and fair values of derivatives held by the Company as of December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 · · December 31, 2022 | ||||||||||||||||||
| · · · · · Fair Value · · · · · Fair Value | ||||||||||||||||||
| · · Notional · · Asset · · Liability · · Notional · · Asset · · Liability | ||||||||||||||||||
| (dollars in thousands) | Amount | Derivatives(1) | Derivatives(2) | Amount | Derivatives(1) | Derivatives(2) | ||||||||||||
| Derivatives designated as hedging instruments: | | | | | | | | | | | | | | | | | | |
| Interest rate swaps | | $267,500 | | $10,861 | | $(1,799) | | $267,500 | | $7,276 | | $(6,840) | ||||||
| Interest rate collars | | | 200,000 | | | 703 | | | — | | | 200,000 | | | 491 | | | (63) |
| Derivatives not designated as hedging instruments: | | | | | | | | | | | | | | | | | | |
| Interest rate swaps | | | 2,753,801 | | | 1,204 | | | (521) | | | 2,849,776 | | | 3,178 | | | (42,365) |
| Visa derivative | | | 107,548 | | | — | | | (2,300) | | | 121,013 | | | — | | | (851) |
| Foreign exchange contracts | | | 66 | | | — | | | — | | | 210 | | | — | | | — |
| (1) | The positive fair values of derivative assets are included in other assets. |
| (2) | The negative fair values of derivative liabilities are included in other liabilities. |
Certain interest rate swaps noted above, are cleared through clearinghouses, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. As of December 31, 2023 and 2022, the amount of initial margin cash collateral posted by the Company was $0.6 million and $1.2 million, respectively. As of December 31, 2023 and 2022, the variation margin was $0.7 million and $39.2 million, respectively.
As of December 31, 2023, the Company pledged $0.6 million in cash and received $27.1 million in cash as collateral for interest rate swaps. As of December 31, 2022, the Company pledged $29.9 million in financial instruments and $1.2 million in cash and received $48.1 million in cash as collateral for interest rate swaps. As of December 31, 2023 and 2022, the cash collateral includes the excess initial margin for interest rate swaps cleared through clearinghouses and cash collateral for interest rate swaps with financial institution counterparties.
As of December 31, 2023 and 2022, the Company received $40.9 million andnil, respectively, in securities collateral for interest rate swaps, which is held in a custodial account and is not recorded on the Company’s consolidated balance sheets.
Fair Value Hedges
To manage the risk related to the Company’s net interest margin, interest rate swaps are utilized to hedge certain fixed-rate loans. These swaps have maturity, amortization and prepayment features that correspond to the loans hedged and are designated and qualify as fair value hedges. Any gain or loss on the swaps, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, is recognized in current period earnings.
At December 31, 2023 and 2022, the Company carriedone interest rate swap with a notional amount of $67.5 million, which was designated and qualified as a fair value hedge for a commercial and industrial loan. As of December 31, 2023 and 2022, the interest rate swap had a positive fair value of $10.9 million and $7.3 million, respectively. The swap matures in 2041. The Company received a USD Federal Funds floating rate and paid a fixed rate of 2.07%.
The following table shows the net gains and losses recognized in income related to derivatives in fair value hedging relationships for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Gains (losses) recognized in · · Year Ended · | ||||||||||||
| · · the consolidated statements · · December 31, · | ||||||||||||
| (dollars in thousands) | of income line item | 2023 | 2022 | 2021 | ||||||||
| Gains (losses) on fair value hedging relationships recognized in interest income: | | | | | | | | | | | | |
| Recognized on interest rate swap | | Loans and lease financing | | $3,586 | | $8,487 | | $(605) | | |||
| Recognized on hedged item | | Loans and lease financing | | | (3,898) | | | (8,880) | | | 383 | |
As of December 31, 2023 and 2022, the following amounts were recorded in the consolidated balance sheets related to the cumulative basis adjustments for fair value hedges:
| · · · · · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · Cumulative Amount of Fair Value | ||||||||
| · · · · · · · · · · Hedging Adjustment Included in the | ||||||||
| · · Carrying Amount of the Hedged Asset · · Carrying Amount of the Hedged Asset | ||||||||
| (dollars in thousands) · December 31, 2023 · December 31, 2022 · December 31, 2023 · December 31, 2022 | ||||||||
| Line item in the consolidated balance sheets in which the hedged item is included · · · · · · · · · · · · · · · · | ||||||||
| Loans and leases | | $56,592 | | $60,189 | | $(10,908) | | $(7,311) |
Cash Flow Hedges
The Company utilized interest rate swaps to reduce asset sensitivity and enhance current yields associated with interest payments received on a pool of floating-rate loans. The Company entered into interest rate swaps paying floating rates and receiving fixed rates. The floating-rate index (Bloomberg Short-Term Bank Yield Index, or “BSBY”) corresponds to the floating-rate nature of the interest receipts being hedged (based on USD Prime). The swaps provided an initial benefit to interest income as the Company received the higher fixed rate, which persisted while the floating rate remained below the swap’s fixed rate. By hedging with interest rate swaps, the Company minimized the adverse impact on interest income previously associated with a low interest rate environment on floating-rate loans.
As of December 31, 2023 and 2022, the Company carriedtwo interest rate swaps with notional amounts totaling $200.0 million, with a negative fair value totaling $1.8 million and $6.8 million, respectively. The swaps mature in 2024. The Company received fixed rates ranging from 1.70% to 2.08% and paid 1-month BSBY.
The Company also utilized interest rate collars to manage interest rate risk and protect against downside risk in yields associated with interest payments received on a pool of floating-rate assets. The floating-rate index of the collars (Secured Overnight Financing Rate, or “SOFR”) corresponds to the floating-rate nature of the interest receipts being hedged (based on SOFR). Interest rate collars involve the payments of variable-rate amounts if the collar index exceeds the cap strike rate on the contract and receipts of variable-rate amounts if the collar index falls below the floor strike rate on the contract. No payments are required if the collar index falls between the cap and floor rates. By hedging with interest rate collars, the Company mitigates the adverse impact on interest income associated with possible future decreases in interest rates.
As of December 31, 2023 and 2022, the Company carriedtwo interest rate collars with notional amounts totaling $200.0 million. As of December 31, 2023, these interest rate collars had a positive fair value of $0.7 million. As of December 31, 2022, these interest rate collars had a positive fair value of $0.5 million and a negative fair value of $0.1 million. The collars mature in 2025 and 2027. The interest rate collars had a floor strike rate of 2.00% and cap strike rates ranging from 5.31% to 5.64%.
The interest rate swaps and collars are designated and qualify as cash flow hedges. To the extent that the hedge is considered highly effective, the gain or loss on the interest rate swaps and collars is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period that the hedged transaction affects earnings.
The following table summarizes the effect of cash flow hedging relationships for the years ended December 31, 2023 and 2022:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Year Ended | ||||||
| · · December 31, | ||||||
| (dollars in thousands) · 2023 · 2022 | ||||||
| Pretax net losses recognized in other comprehensive income on cash flow derivative hedges | | $(940) | | $(6,710) | ||
| Pretax net losses reclassified from accumulated other comprehensive income to interest income from loans and lease financing | | | 6,257 | | | 297 |
The estimated net amount to be reclassified within the next 12 months out of accumulated other comprehensive income (loss) into earnings is $1.7 million as a decrease to interest income from loans and lease financing. As of December 31, 2023, the maximum length of time over which forecasted transactions are hedged is approximately four years.
Free-Standing Derivative Instruments
For the derivatives that are not designated as hedges, changes in fair value are reported in current period earnings. The following table summarizes the impact on pretax earnings of derivatives not designated as hedges, as reported on the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Net losses recognized · Year Ended · | |||||||||||
| · · in the consolidated statements · December 31, · | |||||||||||
| (dollars in thousands) · of income line item · 2023 · 2022 · 2021 | |||||||||||
| Derivatives Not Designated As Hedging Instruments: | | | | | | | | | | | |
| Interest rate swaps | | Other noninterest income | $(518) | | $— | | $— | | |||
| Visa derivative | | Other noninterest income | | (7,738) | | | (707) | | | (5,909) | |
As of December 31, 2023, the Company carried multiple interest rate swaps with notional amounts totaling $2.8 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $1.2 million and a negative fair value of $0.5 million. The Company received floating rates ranging from 5.84% to 8.34% and paid fixed rates ranging from 2.39% to 5.98%. The swaps mature between 2024 and 2043. As of December 31, 2022, the Company carried multiple interest rate swaps with notional amounts totaling $2.8 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $3.2 million and a negative fair value of $42.4 million. The Company received floating rates ranging from 4.62% to 7.12% and paid fixed rates ranging from 2.39% to 6.13%. These swaps resulted in net interest expense ofnil during each of the years ended December 31, 2023, 2022 and 2021.
The Company’s customer swap program is designed by offering customers a variable-rate loan that is swapped to fixed-rate through an interest-rate swap. The Company simultaneously executes an offsetting interest-rate swap with a swap dealer. Upfront fees on the dealer swap are recorded in other noninterest income and totaled $1.8 million, $2.5 million and $2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Visa Class B Restricted Shares
In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted shares. Concurrent with the sale of the Visa Class B restricted shares, the Company entered into a funding swap agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion rate to unrestricted Class A common shares. During 2018 through 2023, Visa funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares from 1.6483 to the current conversion rate of 1.5875. Under the terms of the funding swap agreement, the Company will make monthly payments to the buyer based on Visa’s Class A stock price and the number of Visa Class B restricted shares that were sold until the date on which the covered litigation is settled. A derivative liability (“Visa derivative”) of $2.3 million and $0.9 million was included in the consolidated balance sheets at December 31, 2023 and 2022, respectively, to provide for the fair value of this liability. There were no sales of these shares prior to 2016. See “Note 21. Fair Value” in the notes to the consolidated financial statements for more information.
Counterparty Credit Risk
By using derivatives, the Company is exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, the Company’s counterparty credit risk is equal to the amount reported as a derivative asset, net of cash or other collateral received, and net of derivatives in a loss position with the same counterparty to the extent master netting arrangements exist. The Company minimizes counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. Counterparty credit risk related to derivatives is considered in determining fair value.
The Company’s interest rate swap agreements include bilateral collateral agreements with collateral requirements which begin with exposures in excess of $0.3 million. For each counterparty, the Company reviews the interest rate swap collateral daily. Collateral for customer interest rate swap agreements, calculated as the pledged asset less loan balance, requires valuation of the pledged asset. Counterparty credit risk adjustments ofnil, $0.1 million and $0.2 million were recognized during each of the years ended December 31, 2023, 2022 and 2021.
Credit-Risk Related Contingent Features
Certain of the Company’s derivative contracts contain provisions whereby if its credit rating were to be downgraded by certain major credit rating agencies as a result of a merger or material adverse change in the Company’s financial condition, the counterparty could require an early termination of derivative instruments. The aggregate fair value of all derivative instruments with such credit-risk related contingent features that are in a net liability position wasnil at both December 31, 2023 and 2022, for which the Company postednil in collateral in the normal course of business. If the Company’s credit rating had been downgraded on December 31, 2023 and 2022, the Company may have been required to settle the contract in an amount equal to its fair value.
17. Commitments and Contingent Liabilities
Contingencies
On November 2, 2020, a lawsuit was filed in Hawaii Circuit Court by a Bank customer related to the sale of credit facilities that the Bank had previously extended to the customer. The customer asserts claims against the Bank for interference with the customer’s contract and business opportunity, unfair methods of competition and declaratory and injunctive relief. As of December 31, 2023, an agreement was reached and the confidential settlement agreement was executed by all parties in January 2024.
Various other legal proceedings are pending or threatened against the Company. After consultation with legal counsel, management does not expect that the aggregate liability, if any, resulting from these proceedings would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit which are not reflected in the consolidated financial statements.
Unfunded Commitments to Extend Credit
A commitment to extend credit is a legally binding agreement to lend funds to a customer, usually at a stated interest rate and for a specified purpose. Commitments are reported net of participations sold to other institutions. Such commitments have fixed expiration dates and generally require a fee. The extension of a commitment gives rise to credit risk. The actual liquidity requirements or credit risk that the Company will experience is expected to be lower than the contractual amount of commitments to extend credit because a significant portion of those commitments are expected to expire without being drawn upon. Certain commitments are subject to loan agreements containing covenants regarding the financial performance of the customer that must be met before the Company is required to fund the commitment. The Company uses the same credit policies in making commitments to extend credit as it does in making loans. In addition, the Company manages the potential credit risk in commitments to extend credit by limiting the total amount of arrangements, both by individual customer and in the aggregate, by monitoring the size and expiration structure of these portfolios and by applying the same credit standards maintained for all of its related credit activities. Commitments to extend credit are reported net of participations sold to other institutions of $61.8 million and $90.5 million at December 31, 2023 and 2022, respectively.
Standby and Commercial Letters of Credit
Standby letters of credit are issued on behalf of customers in connection with contracts between the customers and third parties. Under standby letters of credit, the Company assures that the third parties will receive specified funds if customers fail to meet their contractual obligations. The credit risk to the Company arises from its obligation to make payment in the event of a customer’s contractual default. Standby letters of credit are reported net of participations sold to other institutions of $6.8 million and $8.1 million at December 31, 2023 and 2022, respectively. The Company also had commitments for commercial and similar letters of credit. Commercial letters of credit are issued specifically to facilitate commerce whereby the commitment is typically drawn upon when the underlying transaction between the customer and a third party is consummated. The maximum amount of potential future payments guaranteed by the Company is limited to the contractual amount of these letters. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held supports those commitments for which collateral is deemed necessary. The commitments outstanding as of December 31, 2023 have maturities ranging from January 2024 to May 2028. Substantially all fees received from the issuance of such commitments are deferred and amortized on a straight-line basis over the term of the commitment.
Financial instruments with off-balance sheet risk at December 31, 2023 and 2022 were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| (dollars in thousands) | 2023 | 2022 | ||||
| Financial instruments whose contract amounts represent credit risk: | | | | | | |
| Commitments to extend credit | | $6,308,343 | | $6,760,395 | ||
| Standby letters of credit | | | 234,102 | | | 244,275 |
| Commercial letters of credit | | | 3,629 | | | 7,299 |
Guarantees
The Company sells residential mortgage loans in the secondary market primarily to The Federal National Mortgage Association (“FNMA” or “Fannie Mae”) and The Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) that may potentially require repurchase under certain conditions. This risk is managed through the Company’s underwriting practices. The Company services loans sold to investors and loans originated by other originators under agreements that may include repurchase remedies if certain servicing requirements are not met. This risk is managed through the Company’s quality assurance and monitoring procedures. Management does not anticipate any material losses as a result of these transactions.
Lease Commitments
The Company’s lease commitments are discussed in “Note 13. Leases” in the notes to the consolidated financial statements.
Foreign Exchange Contracts
The Company has forward foreign exchange contracts that represent commitments to purchase or sell foreign currencies at a future date at a specified price. The Company’s utilization of forward foreign exchange contracts is subject to the primary underlying risk of movements in foreign currency exchange rates and to additional counterparty risk should its counterparties fail to meet the terms of their contracts. Forward foreign exchange contracts are utilized to mitigate the Company’s risk to satisfy customer demand for foreign currencies and are not used for trading purposes. See “Note 16. Derivative Financial Instruments” in the notes to the consolidated financial statements for more information.
Reorganization Transactions
In connection with the Reorganization Transactions as discussed in “Note 1. Organization and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements, FHI (formerly BancWest) distributed its interest in BWHI (including BOW) to BNPP so that BWHI was held directly by BNPP (BWHI is now held indirectly by BNPP through its intermediate holding company). As a result of the Reorganization Transactions that occurred on April 1, 2016, various tax or other contingent liabilities could arise related to the business of BOW, or related to the Company’s operations prior to the restructuring when it was known as BancWest, including its then wholly owned subsidiary, BOW. The Company is not able to determine the ultimate outcome or estimate the amounts of these contingent liabilities, if any, at this time.
18. Revenue from Contracts with Customers
In accordance with Topic 606,Revenue from Contracts with Customers,* *revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Disaggregation of Revenue
The following table summarizes the Company’s revenues, which includes net interest income on financial instruments and noninterest income, disaggregated by type of service and business segments for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2023 | ||||||||||||
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) · Banking · Banking · Other · Total | ||||||||||||
| Net interest income(1) | | $458,125 | | $175,569 | | $2,433 | | $636,127 | ||||
| | | | | | | | | | | | | |
| Service charges on deposit accounts | | | 26,432 | | | 2,786 | | | 429 | | | 29,647 |
| Credit and debit card fees | | | — | | | 56,651 | | | 4,853 | | | 61,504 |
| Other service charges and fees | | | 25,162 | | | 1,819 | | | 2,144 | | | 29,125 |
| Trust and investment services income | | | 38,449 | | | — | | | — | | | 38,449 |
| Other | | | 539 | | | 8,622 | | | 2,870 | | | 12,031 |
| Not in scope of Topic 606(1) | | | 7,069 | | | 5,480 | | | 17,510 | | | 30,059 |
| Total noninterest income | | | 97,651 | | | 75,358 | | | 27,806 | | | 200,815 |
| Total revenue | | $555,776 | | $250,927 | | $30,239 | | $836,942 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2022 | ||||||||||||
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) · Banking · Banking · Other · Total | ||||||||||||
| Net interest income(1) | | $436,228 | | $157,128 | | $20,193 | | $613,549 | ||||
| | | | | | | | | | | | | |
| Service charges on deposit accounts | | | 25,871 | | | 1,972 | | | 966 | | | 28,809 |
| Credit and debit card fees | | | — | | | 58,659 | | | 4,974 | | | 63,633 |
| Other service charges and fees | | | 25,062 | | | 2,243 | | | 1,888 | | | 29,193 |
| Trust and investment services income | | | 36,465 | | | — | | | — | | | 36,465 |
| Other | | | 488 | | | 7,956 | | | 1,288 | | | 9,732 |
| Not in scope of Topic 606(1) | | | 6,199 | | | 6,709 | | | (1,215) | | | 11,693 |
| Total noninterest income | | | 94,085 | | | 77,539 | | | 7,901 | | | 179,525 |
| Total revenue | | $530,313 | | $234,667 | | $28,094 | | $793,074 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2021 | ||||||||||||
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) · Banking · Banking · Other · Total | ||||||||||||
| Net interest income(1) | | $385,656 | | $162,997 | | $(18,094) | | $530,559 | ||||
| | | | | | | | | | | | | |
| Service charges on deposit accounts | | | 24,413 | | | 1,225 | | | 1,872 | | | 27,510 |
| Credit and debit card fees | | | — | | | 55,728 | | | 5,415 | | | 61,143 |
| Other service charges and fees | | | 23,917 | | | 3,547 | | | 1,594 | | | 29,058 |
| Trust and investment services income | | | 34,719 | | | — | | | — | | | 34,719 |
| Other | | | 353 | | | 5,790 | | | 1,194 | | | 7,337 |
| Not in scope of Topic 606(1) | | | 8,270 | | | 6,491 | | | 10,388 | | | 25,149 |
| Total noninterest income | | | 91,672 | | | 72,781 | | | 20,463 | | | 184,916 |
| Total revenue | | $477,328 | | $235,778 | | $2,369 | | $715,475 | ||||
| (1) | Most of the Company’s revenue is not within the scope of Topic 606. The guidance explicitly excludes net interest income from financial assets and liabilities as well as other noninterest income from loans, leases, investment securities and derivative financial instruments. |
For the years ended December 31, 2023, 2022 and 2021, substantially all of the Company’s revenues under the scope of Topic 606 were related to performance obligations satisfied at a point in time.
The following is a discussion of revenues within the scope of Topic 606.
Service Charges on Deposit Accounts
Service charges on deposit accounts relate to fees generated from a variety of deposit products and services rendered to customers. Charges include, but are not limited to, overdraft fees, non-sufficient fund fees, dormant fees and monthly service charges. Such fees are recognized concurrent with the event on a daily basis or on a monthly basis depending upon the customer’s cycle date.
Credit and Debit Card Fees
Credit and debit card fees primarily represent revenues earned from interchange fees, ATM fees and merchant processing fees. Interchange and network revenues are earned on credit and debit card transactions conducted with payment networks. ATM fees are primarily earned as a result of surcharges assessed to non-FHB customers who use an FHB ATM. Merchant processing fees are primarily earned on transactions in which FHB is the acquiring bank. Such fees are generally recognized concurrently with the delivery of services on a daily basis.
Trust and Investment Services Fees
Trust and investment services fees represent revenue earned by directing, holding and managing customers’ assets. Fees are generally computed based on a percentage of the previous period’s value of assets under management. The transaction price (i.e., percentage of assets under management) is established at the inception of each contract. Trust and investment services fees also include broker dealer fees which represent revenue earned from buying and selling securities on behalf of customers. Such fees are recognized at the end of a valuation period or concurrently with the execution of a buy or sell transaction.
Other Fees
Other fees primarily include revenues generated from wire transfers, lockboxes, bank issuance of checks and insurance commissions. Such fees are recognized concurrent with the event or on a monthly basis.
Contract Balances
A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. The Company received signing bonuses fromtwo vendors in prior years, which are being amortized over the term of the respective contracts. As of December 31, 2023 and 2022, the Company had contract liabilities of $1.9 million and $2.7 million, respectively, which will be recognized over the remaining term of the respective contracts with the vendors. For the years ended December 31, 2023, 2022 and 2021, the Company recognized revenues, thereby decreasing contract liabilities by approximately $0.8 million, $0.9 million and $0.9 million, respectively, due to the passage of time. There wereno changes in contract liabilities due to changes in transaction price estimates.
A contract asset is the right to consideration for transferred goods or services when the amount is conditioned on something other than the passage of time. As of December 31, 2023 and 2022, there wereno material receivables from contracts with customers or contract assets recorded on the Company’s consolidated balance sheets.
Other
Except for the contract liabilities noted above, the Company didnot have any significant performance obligations as of December 31, 2023 and 2022. The Company also didnot have any material contract acquisition costs or use any significant judgments or estimates in recognizing revenue for financial reporting purposes.
19. Earnings per Share
For the years ended 2023, 2022 and 2021, the Company madeno adjustments to net income for the purpose of computing earnings per share and there were 574,000, nil and 1,000 antidilutive securities, respectively.
The computations of basic and diluted earnings per share were as follows for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands, except shares and per share amounts) · 2023 · 2022 · 2021 | ||||||||||
| Numerator: | | | | | | | | | | |
| Net income | | $234,983 | | $265,685 | | $265,735 | | |||
| | | | | | | | | | | |
| Denominator: | | | | | | | | | | |
| Basic: weighted-average shares outstanding | | | 127,567,547 | | | 127,489,889 | | | 128,963,131 | |
| Add: weighted-average equity-based awards | | | 348,326 | | | 491,810 | | | 574,791 | |
| Diluted: weighted-average shares outstanding | | | 127,915,873 | | | 127,981,699 | | | 129,537,922 | |
| | | | | | | | | | | |
| Basic earnings per share | | $1.84 | | $2.08 | | $2.06 | | |||
| Diluted earnings per share | | $1.84 | | $2.08 | | $2.05 | | |||
20. Stock-Based Compensation
The Company has several stock-based compensation plans that allow for grants of restricted stock, restricted shares, performance share units, performance shares and restricted stock units to its employees and non-employee directors. The Company’s stock-based compensation plans are administered by the Compensation Committee of the Board of Directors. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation expense was $9.6 million, $10.3 million and $13.1 million, respectively, and the related income tax benefit was $2.3 million, $2.5 million and $3.1 million, respectively. For the years ended December 31, 2023, 2022 and 2021, all common stock issuances in connection with stock-based compensation arrangements were issued from unissued shares.
As of December 31, 2023, total shares authorized under the Company’s stock-based compensation plan for employees were 5.6 million shares, of which 2.5 million shares were available for future grants. As of December 31, 2023, total shares authorized under the 2016 Non-Employee Director Plan were 268,941 shares, of which 128,434 shares were available for future grants.
Restricted Share Awards
Restricted share awards (“Restricted Stock”) provide grantees with rights to shares of common stock contingent upon completion of a service period. Restricted Stock generally vests and any restrictions will lapse over a period ofthree years in equal annual installments on each of the first, second and third anniversaries of the grant date, provided that the grantee remain continuously employed through the applicable vesting date, subject to certain exceptions. Grantees have the right to receive all dividends without restrictions at the times and in the manner paid to shareholders generally. The fair value of Restricted Stock is determined based on the closing price of FHI’s common stock on the date of grant. The Company recognizes compensation expense related to Restricted Stock on a straight-line basis over the vesting period for service-based awards.
The following presents the Company’s Restricted Stock activity for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | Weighted |
| | | | Number | | | Average Grant |
| · · of Shares · · Date Fair Value | ||||||
| Unvested as of December 31, 2020 | | | 262,377 | | $26.35 | |
| Granted | | | — | | | — |
| Vested | | | (105,330) | | | 26.46 |
| Forfeited | | | (7,172) | | | 26.15 |
| Unvested as of December 31, 2021 | | | 149,875 | | $26.28 | |
| Granted | | | — | | | — |
| Vested | | | (87,490) | | | 26.44 |
| Forfeited | | | (15,528) | | | 26.28 |
| Unvested as of December 31, 2022 | | | 46,857 | | $25.96 | |
| Granted | | | — | | | — |
| Vested | | | (45,756) | | | 25.96 |
| Forfeited | | | (1,101) | | | 26.14 |
| Unvested as of December 31, 2023 | | | — | | $— | |
For the years ended December 31, 2023, 2022 and 2021, the Company grantedno shares of Restricted Stock to key employees.
The total grant date fair value of Restricted Stock that vested for the years ended December 31, 2023, 2022, and 2021 was $1.2 million, $2.3 million and $2.8 million, respectively. Unrecognized compensation expense related to unvested Restricted Stock wasnil, nil and $1.1 million as of December 31, 2023, 2022 and 2021, respectively.
Performance Share Units and Performance Share Awards
Performance share units (“PSUs”) and performance share awards (“PSAs”) (collectively, “Performance Awards”) are an award of units or shares in which the recipient’s rights in the units or shares are contingent on the achievement of pre-established performance goals. At the end of the performance period, the Compensation Committee will determine to what extent the performance goals originally outlined when the Performance Awards were granted have been achieved. Depending on the level of performance achieved,0-200% of the original grant (target number) of PSUs will be earned and will vest and 0-200% of the original grant (target number) of PSAs will be earned and will vest. All remaining unvested PSUs or PSAs will be immediately forfeited. Employees must be continuously employed by the Company from the grant date through the applicable vesting date, with any unvested Performance Awards being forfeited upon termination of employment, subject to certain exceptions. Following vesting, the Company will issueone share of FHI common stock for each vested PSU and evidence of ownership ofone share of FHI common stock for each vested PSA. The fair value of Performance Awards is estimated based on the use of a Monte Carlo simulation or based on the closing price of FHI’s common stock on the date of grant and is amortized on a straight-line basis over the vesting period. For PSUs, grantees have no voting rights until the shares of common stock underlying vested PSUs are delivered to the grantee. Conversely, for PSAs, grantees have full voting rights as of the grant date.
The Performance Awards are governed by the Company’s Long-Term Incentive Plan (the “LTIP”), which is designed to reward selected key employees for their individual performance and the Company’s performance measured over multi-year performance cycles. Awards related to the LTIP provide for equity-based awards based on the Company’s profitability and market conditions that are based on the Company’s performance relative to peer groups over athree-year performance period.
The following presents the Company’s Performance Award activity for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | Weighted |
| | | | Number | | | Average Grant |
| · · of Shares · · Date Fair Value | ||||||
| Unvested as of December 31, 2020 | | | 857,282 | | $25.43 | |
| Granted | | | 376,810 | | | 27.07 |
| Vested | | | (214,163) | | | 22.57 |
| Forfeited | | | (77,423) | | | 24.62 |
| Unvested as of December 31, 2021 | | | 942,506 | | $26.70 | |
| Granted | | | 350,922 | | | 28.57 |
| Vested | | | (203,855) | | | 27.02 |
| Forfeited | | | (135,439) | | | 26.63 |
| Unvested as of December 31, 2022 | | | 954,134 | | $27.36 | |
| Granted | | | 447,130 | | | 26.72 |
| Vested | | | (193,065) | | | 25.96 |
| Forfeited | | | (98,731) | | | 26.21 |
| Unvested as of December 31, 2023 | | | 1,109,468 | | $27.44 | |
For the years ended December 31, 2023, 2022 and 2021, the Company granted 447,130,350,922 and 376,810 Performance Awards, respectively, to key employees. The Company granted these Performance Awards in connection with its LTIP for thethree-year performance periods which began on January 1, 2023, 2022 and 2021. These awards have performance conditions that are based on the Company’s profitability and market conditions that are based on the Company’s performance relative to peer groups.
The total grant date fair value of Performance Awards that vested for the years ended December 31, 2023, 2022 and 2021, was $5.0 million, $5.5 million and $4.8 million, respectively. Unrecognized compensation expense related to unvested Performance Awards was $8.2 million, $7.3 million and $6.1 million as of December 31, 2023, 2022 and 2021, respectively. The unrecognized compensation expense as of December 31, 2023 is expected to be recognized over a weighted average vesting period of 1.3 years.
Restricted Stock Units
Restricted stock units (“RSUs”) are an award of units that correspond in number and value to a specified number of shares of FHI’s common stock that are subject to vesting requirements, including certain service conditions, and transferability restrictions. RSUs do not represent actual ownership of common stock and grantees have no voting rights until the shares of common stock underlying the RSUs are delivered. Following vesting, the Company will issueone share of FHI common stock for each vested RSU. The fair value of RSUs is valued based on the closing price of FHI’s common stock on the date of grant and is amortized on a straight-line basis over the vesting period.
The following presents the Company’s RSU activity for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | Weighted |
| | | | Number | | | Average Grant |
| · · of Shares · · Date Fair Value | ||||||
| Unvested as of December 31, 2020 | | | 43,550 | | $21.93 | |
| Granted | | | 198,771 | | | 27.13 |
| Vested | | | (49,519) | | | 23.08 |
| Forfeited | | | (7,473) | | | 26.37 |
| Unvested as of December 31, 2021 | | | 185,329 | | $27.09 | |
| Granted | | | 169,497 | | | 28.35 |
| Vested | | | (74,178) | | | 27.18 |
| Forfeited | | | (17,488) | | | 26.80 |
| Unvested as of December 31, 2022 | | | 263,160 | | $27.91 | |
| Granted | | | 232,280 | | | 25.57 |
| Vested | | | (122,036) | | | 27.75 |
| Forfeited | | | (27,843) | | | 27.38 |
| Unvested as of December 31, 2023 | | | 345,561 | | $26.50 | |
For the year ended December 31, 2023, the Company granted 29,704 RSUs to non-employee directors with a weighted-average grant date fair value of $18.85 and 202,576 RSUs were granted to employees with a weighted-average grant date fair value of $26.28. For the year ended December 31, 2022, the Company granted 20,023 RSUs to non-employee directors with a weighted-average grant date fair value of $27.66 and 149,474 RSUs were granted to employees with a weighted-average grant date fair value of $28.44. For the year ended December 31, 2021, the Company granted 21,839 RSUs to non-employee directors with a weighted-average grant date fair value of $27.36 and 176,932 RSUs were granted to employees with a weighted-average grant date fair value of $27.10. The awards will vest on various dates.
The total grant date fair value of RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $3.4 million, $2.0 million and $1.0 million, respectively. Unrecognized compensation expense related to unvested RSUs was $5.2 million, $4.1 million and $3.3 million as of December 31, 2023, 2022 and 2021, respectively. The unrecognized compensation expense as of December 31, 2023 is expected to be recognized over a weighted average vesting period of 0.9 years.
For all awards of PSUs, PSAs, and RSUs, dividend equivalents will accrue from the date of grant and the Company, upon delivery of the common stock, with respect to the vested PSUs and RSUs, and evidence of ownership of the shares, with respect to the vested PSAs, will pay to each grantee a cash amount equal to the product of all cash dividends paid on a share of common stock from the grant date to such delivery date and the number of shares of common stock underlying such vested PSUs, PSAs, and RSUs, as applicable, on such delivery date.
Employee Stock Purchase Plan
The Company also has an employee stock purchase plan (“ESPP”) which permits employees to periodically purchase Company stock on a payroll deduction basis. Participant purchases through the ESPP receive a discount of 5% from the closing price of FHI’s common stock on the exercise date. Participants are required to adhere to atwo-year holding period with regards to shares purchased through the ESPP. The ESPP has been determined to be non-compensatory in nature. As a result, the Company expects that expenses related to the ESPP will not be material. As of December 31, 2023, total shares authorized under the Company’s ESPP were 600,000 shares, of which 498,653 shares of common stock were available for future purchases. The Company issued 16,226 shares,16,680 shares and 21,070 shares of common stock to employee participants in 2023, 2022 and 2021, respectively.
21. Fair Value
The Company determines the fair values of its financial instruments based on the requirements established in ASC 820,Fair Value Measurements, which provides a framework for measuring fair value under GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 defines fair value as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.
Fair Value Hierarchy
ASC 820 establishes three levels of fair values based on the markets in which the assets or liabilities are traded and the reliability of the assumptions used to determine fair value. The levels are:
| ● | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. |
| ● | Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability (“Company-level data”). Level 3 assets and liabilities include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
ASC 820 requires that the Company disclose estimated fair values for certain financial instruments. Financial instruments include such items as investment securities, loans, deposits, interest rate and foreign exchange contracts, swaps and other instruments as defined by the standard. The Company has an organized and established process for determining and reviewing the fair value of financial instruments reported in the Company’s financial statements. The fair value measurements are reviewed to ensure they are reasonable and in line with market experience in similar asset and liability classes.
Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as other real estate owned, other customer relationships, and other intangible assets. These nonrecurring fair value adjustments typically involve the application of lower-of-cost-or-fair-value accounting or write-downs of individual assets.
Disclosure of fair values is not required for certain items such as lease financing, obligations for pension and other postretirement benefits, premises and equipment, prepaid expenses, deposit liabilities with no defined or contractual maturity, and income tax assets and liabilities.
Reasonable comparisons of fair value information with that of other financial institutions cannot necessarily be made because the standard permits many alternative calculation techniques, and numerous assumptions have been used to estimate the Company’s fair values.
Valuation Techniques Used in the Fair Value Measurement of Assets and Liabilities Carried at Fair Value
For the assets and liabilities measured at fair value on a recurring basis (categorized in the valuation hierarchy table below), the Company applies the following valuation techniques:
Available-for-sale securities
Available-for-sale debt securities are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, including estimates by third-party pricing services, if available. If quoted prices are not available, fair values are measured using proprietary valuation models that utilize market observable parameters from active market makers and inter-dealer brokers whereby securities are valued based upon available market data for securities with similar characteristics. Management reviews the pricing information received from the Company’s third-party pricing service to evaluate the inputs and valuation methodologies used to place securities into the appropriate level of the fair value hierarchy and transfers of securities within the fair value hierarchy are made if necessary. On a monthly basis, management reviews the pricing information received from the third-party pricing service which includes a comparison to non-binding third-party broker quotes, as well as a review of market-related conditions impacting the information provided by the third-party pricing service. Management also identifies investment securities which may have traded in illiquid or inactive markets by identifying instances of a significant decrease in the volume or frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. The Company’s third-party pricing service has also established processes for the Company to submit inquiries regarding quoted prices. Periodically, the Company will challenge the quoted prices provided by the third-party pricing service. The Company’s third-party pricing service will review the inputs to the evaluation in light of the new market data presented by the Company. The Company’s third-party pricing service may then affirm the original quoted price or may update the evaluation on a going forward basis. The Company classifies all available-for-sale securities as Level 2.
Derivatives
Most of the Company’s derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the Company measures fair value on a recurring basis using proprietary valuation models that primarily use market observable inputs, such as yield curves, and option volatilities. The fair value of derivatives includes values associated with counterparty credit risk and the Company’s own credit standing. The Company classifies these derivatives, included in other assets and other liabilities, as Level 2.
Concurrent with the sale of the Visa Class B restricted shares, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion rate to unrestricted Class A common shares. During 2018 through 2023, Visa funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares from 1.6483 to the current conversion rate of 1.5875. The Visa derivative of $2.3 million and $0.9 million was included in the consolidated balance sheets at December 31, 2023 and 2022, respectively, to provide for the fair value of this liability. The potential liability related to this funding swap agreement was determined based on management’s estimate of the timing and the amount of Visa’s litigation settlement and the resulting payments due to the counterparty under the terms of the contract. As such, the funding swap agreement is classified as Level 3 in the fair value hierarchy. The significant unobservable inputs used in the fair value measurement of the Company’s funding swap agreement are the potential future changes in the conversion rate, expected term and growth rate of the market price of Visa Class A common shares. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 are summarized below:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements as of December 31, 2023 | |||||||||||
| · · Quoted Prices in · · Significant · · · · | ||||||||||||
| · · Active Markets for · · Other · · Significant · · | ||||||||||||
| · · Identical Assets · · Observable · · Unobservable · · | ||||||||||||
| (dollars in thousands) | (Level 1) | Inputs (Level 2) | Inputs (Level 3) | Total | ||||||||
| Assets | | | | | | | | | | | | |
| U.S. Treasury and government agency debt securities | | $— | | $32,503 | | $— | | $32,503 | ||||
| Government-sponsored enterprises debt securities | | | — | | | 19,592 | | | — | | | 19,592 |
| Mortgage-backed securities: | | | | | | | | | | | | |
| Residential - Government agency(1) | | | — | | | 10,182 | | | — | | | 10,182 |
| Residential - Government-sponsored enterprises(1) | | | — | | | 783,297 | | | — | | | 783,297 |
| Commercial - Government agency | | | — | | | 218,674 | | | — | | | 218,674 |
| Commercial - Government-sponsored enterprises | | | — | | | 86,431 | | | — | | | 86,431 |
| Commercial - Non-agency | | | — | | | 21,683 | | | — | | | 21,683 |
| Collateralized mortgage obligations: | | | | | | | | | | | | |
| Government agency | | | — | | | 471,150 | | | — | | | 471,150 |
| Government-sponsored enterprises | | | — | | | 363,970 | | | — | | | 363,970 |
| Collateralized loan obligations | | | — | | | 247,854 | | | — | | | 247,854 |
| Total available-for-sale securities | | | — | | | 2,255,336 | | | — | | | 2,255,336 |
| Other assets(2) | | | 517 | | | 12,768 | | | — | | | 13,285 |
| Liabilities | | | | | | | | | | | | |
| Other liabilities(3) | | | — | | | (2,320) | | | (2,300) | | | (4,620) |
| Total | | $517 | | $2,265,784 | | $(2,300) | | $2,264,001 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements as of December 31, 2022 | |||||||||||
| · · Quoted Prices in · · Significant · · · · · | ||||||||||||
| · · Active Markets for · · Other · · Significant · · | ||||||||||||
| · · Identical Assets · · Observable · · Unobservable · · | ||||||||||||
| (dollars in thousands) | (Level 1) | Inputs (Level 2) | Inputs (Level 3) | Total | ||||||||
| Assets | | | | | | | | | | | | |
| U.S. Treasury and government agency debt securities | | $— | | $150,982 | | $— | | $150,982 | ||||
| Government-sponsored enterprises debt securities | | | — | | | 44,301 | | | — | | | 44,301 |
| Mortgage-backed securities: | | | | | | | | | | | | |
| Residential - Government agency(1) | | | — | | | 59,723 | | | — | | | 59,723 |
| Residential - Government-sponsored enterprises(1) | | | — | | | 1,160,455 | | | — | | | 1,160,455 |
| Commercial - Government agency | | | — | | | 237,853 | | | — | | | 237,853 |
| Commercial - Government-sponsored enterprises | | | — | | | 119,573 | | | — | | | 119,573 |
| Commercial - Non-agency | | | — | | | 21,471 | | | — | | | 21,471 |
| Collateralized mortgage obligations: | | | | | | | | | | | | |
| Government agency | | | — | | | 653,322 | | | — | | | 653,322 |
| Government-sponsored enterprises | | | — | | | 462,132 | | | — | | | 462,132 |
| Collateralized loan obligations | | | — | | | 241,321 | | | — | | | 241,321 |
| Total available-for-sale securities | | | — | | | 3,151,133 | | | — | | | 3,151,133 |
| Other assets(4) | | | 5,376 | | | 10,945 | | | — | | | 16,321 |
| Liabilities | | | | | | | | | | | | |
| Other liabilities(3) | | | — | | | (49,268) | | | (851) | | | (50,119) |
| Total | | $5,376 | | $3,112,810 | | $(851) | | $3,117,335 | ||||
| (1) | Backed by residential real estate. |
| (2) | Other assets classified as Level 1 include money market funds that have quoted prices in active markets and are related to the Company’s deferred compensation plans. Other assets classified as Level 2 include derivative assets. |
| (3) | Other liabilities include derivative liabilities. |
| (4) | Other assets classified as Level 1 include mutual funds and money market funds that have quoted prices in active markets and are related to the Company’s deferred compensation plans. Other assets classified as Level 2 include derivative assets. |
For Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, the significant unobservable inputs used in the fair value measurements were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Quantitative Information about Level 3 Fair Value Measurements at December 31, 2023 | |||||||||
| | | | | | | | Significant | | |
| (dollars in thousands) · · Fair value · Valuation Technique · Unobservable Input · Range | |||||||||
| Visa derivative | | $(2,300) | | Discounted Cash Flow | | Expected Conversion Rate - 1.5875(1) | | 1.5289-1.5875 | |
| | | | | | | | Expected Term - 5 months(2) | | n/m(2) |
| | | | | | | | Growth Rate - 10%(3) | | -6% - 25% |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Quantitative Information about Level 3 Fair Value Measurements at December 31, 2022 | |||||||||
| | | | | | | | Significant | | |
| (dollars in thousands) · · Fair value · Valuation Technique · Unobservable Input · Range | |||||||||
| Visa derivative | | $(851) | | Discounted Cash Flow | | Expected Conversion Rate - 1.5991(1) | | 1.5514-1.5991 | |
| | | | | | | | Expected Term - 3 months(4) | | 0 - 6 months |
| | | | | | | | Growth Rate - 26%(3) | | 10% - 38% |
| (1) | Due to the uncertainty in the movement of the conversion rate, the current conversion rate as of the respective consolidated balance sheet dates was utilized in the fair value calculation. |
| (2) | The expected term of 5 months was based on the May 2024 claim filing deadline. As such, a range is not meaningful to disclose. |
| (3) | The growth rate was based on the arithmetic average of analyst price targets. |
| (4) | The expected term of 3 months was based on the median of 0 to 6 months. |
Changes in Fair Value Levels
During the years ended December 31, 2023 and 2022, there wereno transfers between fair value hierarchy levels.
The changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022 are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Visa Derivative | ||||||
| (dollars in thousands) | | 2023 | 2022 | |||
| Year Ended December 31, | | | | | | |
| Balance as of January 1, | | $(851) | | $(5,530) | ||
| Total net losses included in other noninterest income | | | (7,738) | | | (707) |
| Settlements | | | 6,289 | | | 5,386 |
| Balance as of December 31, | | $(2,300) | | $(851) | ||
| Total net losses included in net income attributable to the change in unrealized losses related to liabilities still held as of December 31, | | $(7,738) | | $(707) | ||
Assets and Liabilities Carried at Other Than Fair Value
The following tables summarize for the years indicated the estimated fair value of the Company’s financial instruments that are not required to be carried at fair value on a recurring basis, excluding leases and deposit liabilities with no defined or contractual maturity:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 | |||||||||||||||
| · · · · · Fair Value Measurements | |||||||||||||||
| · · · · · Quoted Prices in · · Significant · · Significant · · | |||||||||||||||
| · · · · · Active Markets · · Other · · Unobservable · · | |||||||||||||||
| · · · · · for Identical · · Observable · · Inputs · · | |||||||||||||||
| (dollars in thousands) | Book Value | Assets (Level 1) | Inputs (Level 2) | (Level 3) | Total | ||||||||||
| Financial assets: | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $1,739,897 | | $185,015 | | $1,554,882 | | $— | | $1,739,897 | |||||
| Investment securities held-to-maturity | | | 4,041,449 | | | — | | | 3,574,856 | | | — | | | 3,574,856 |
| Loans held for sale | | | 190 | | | — | | | 192 | | | — | | | 192 |
| Loans(1) | | | 13,973,688 | | | — | | | — | | | 13,385,683 | | | 13,385,683 |
| | | | | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | | | | | | | |
| Time deposits(2) | | $3,456,158 | | $— | | $3,432,330 | | $— | | $3,432,330 | |||||
| Short-term borrowings | | | 500,000 | | | — | | | 495,306 | | | — | | | 495,306 |
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2022 | |||||||||||||||
| · · · · · Fair Value Measurements | |||||||||||||||
| · · · · · Quoted Prices in · · Significant · · Significant · · | |||||||||||||||
| · · · · · Active Markets · · Other · · Unobservable · · | |||||||||||||||
| · · · · · for Identical · · Observable · · Inputs · · | |||||||||||||||
| (dollars in thousands) | Book Value | Assets (Level 1) | Inputs (Level 2) | (Level 3) | Total | ||||||||||
| Financial assets: | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $526,624 | | $297,502 | | $229,122 | | $— | | $526,624 | |||||
| Investment securities held-to-maturity | | | 4,320,639 | | | — | | | 3,814,822 | | | — | | | 3,814,822 |
| Loans(1) | | | 13,793,922 | | | — | | | — | | | 13,138,787 | | | 13,138,787 |
| | | | | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | | | | | | | |
| Time deposits(2) | | $2,476,050 | | $— | | $2,423,231 | | $— | | $2,423,231 | |||||
| Short-term borrowings | | | 75,000 | | | — | | | 74,991 | | | — | | | 74,991 |
| (1) | Excludes financing leases of $379.8 million at December 31, 2023 and $298.1 million at December 31, 2022. |
| (2) | Excludes deposit liabilities with no defined or contractual maturity of $17.9 billion at December 31, 2023 and $19.2 billion at December 31, 2022. |
Unfunded loan and lease commitments and letters of credit are not included in the tables above. As of December 31, 2023 and 2022, the Company had $6.5 billion and $7.0 billion, respectively, of unfunded loan and lease commitments and letters of credit. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related reserve for unfunded commitments, which totaled $49.8 million and $48.5 million at December 31, 2023 and 2022, respectively. No active trading market exists for these instruments and the estimated fair value does not include value associated with the borrower relationship. The Company does not estimate the fair values of certain unfunded loan and lease commitments that can be canceled by providing notice to the borrower. As Company-level data is incorporated into the fair value measurement, unfunded loan and lease commitments and letters of credit are classified as Level 3.
Valuation Techniques Used in the Fair Value Measurement of Assets and Liabilities Carried at the Lower of Cost or Fair Value
The Company applies the following valuation techniques to assets measured at the lower of cost or fair value:
Mortgage servicing rights
MSRs are carried at the lower of cost or fair value and are therefore subject to fair value measurements on a nonrecurring basis. The fair value of MSRs is determined using models which use significant unobservable inputs, such as estimates of prepayment rates, the resultant weighted average lives of the MSRs and the option-adjusted spread levels. Accordingly, the Company classifies MSRs as Level 3.
Collateral-dependent loans
Collateral-dependent loans are those for which repayment is expected to be provided substantially through the operation or sale of the collateral. These loans are measured at fair value on a nonrecurring basis using collateral values as a practical expedient. The fair values of collateral are primarily based on real estate appraisal reports prepared by third-party appraisers less estimated selling costs. The Company measures the estimated credit losses on collateral-dependent loans by performing a lower-of-cost-or-fair-value analysis. If the estimated credit losses are determined by the value of the collateral, the net carrying amount is adjusted to fair value on a nonrecurring basis as Level 3 by recognizing an allowance for credit losses.
Other real estate owned
The Company values these properties at fair value at the time the Company acquires them, which establishes their new cost basis. After acquisition, the Company carries such properties at the lower of cost or fair value less estimated selling costs on a nonrecurring basis. Fair value is measured on a nonrecurring basis using collateral values as a practical expedient. The fair values of collateral for other real estate owned are primarily based on real estate appraisal reports prepared by third-party appraisers less disposition costs and are classified as Level 3.
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company may be required to record certain assets at fair value on a nonrecurring basis in accordance with GAAP. These assets are subject to fair value adjustments that result from the application of lower of cost or fair value accounting or write-downs of individual assets to fair value.
There wereno assets with nonrecurring fair value adjustments held as of December 31, 2023 and 2022. Additionally, there wereno nonrecurring fair value adjustments during the years ended December 31, 2023, 2022 and 2021.
22. Reportable Operating Segments
The Company’s operations are organized into three business segments – Retail Banking, Commercial Banking and Treasury and Other. These segments reflect how discrete financial information is currently evaluated by the chief operating decision maker and how performance is assessed and resources allocated. The Company’s internal management process measures the performance of these business segments. This process, which is not necessarily comparable with similar information for any other financial institution, uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the provision for credit losses and capital. This process is dynamic and requires certain allocations based on judgment and other subjective factors. Unlike financial accounting, there is no comprehensive authoritative guidance for management accounting that is equivalent to GAAP.
The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Company’s overall asset and liability management activities on a proportionate basis. The basis for the allocation of net interest income is a function of the Company’s assumptions that are subject to change based on changes in current interest rates and market conditions. Funds transfer pricing also serves to transfer interest rate risk to Treasury.
The Company allocates the provision for credit losses from the Treasury and Other business segment (which is comprised of many of the Company’s support units) to the Retail and Commercial business segments. These allocations are based on direct costs incurred by the Retail and Commercial business segments.
Noninterest income and expense includes allocations from support units to the business segments. These allocations are based on actual usage where practicably calculated or by management’s estimate of such usage. Income tax expense is allocated to each business segment based on the consolidated effective income tax rate for the period shown.
Business Segments
Retail Banking
Retail Banking offers a broad range of financial products and services to consumers and small businesses. Loan and lease products offered include residential and commercial mortgage loans, home equity lines of credit and loans, automobile loans and leases, secured and unsecured lines of credit, installment loans and small business loans and leases. Deposit products offered include checking, savings and time deposit accounts. Retail Banking also offers wealth management services. Products and services from Retail Banking are delivered to customers through 50 banking locations throughout the State of Hawaii, Guam and Saipan.
Commercial Banking
Commercial Banking offers products that include corporate banking related products, residential and commercial real estate loans, commercial lease financing, secured and unsecured lines of credit, automobile loans and auto dealer financing, business deposit products and credit cards. Commercial lending and deposit products are offered primarily to middle-market and large companies locally, nationally and internationally.
Treasury and Other
Treasury consists of corporate asset and liability management activities including interest rate risk management. The segment’s assets and liabilities (and related interest income and expense) consist of interest-bearing deposits, investment securities, federal funds sold and purchased, government deposits, short- and long-term borrowings and bank-owned properties. The primary sources of noninterest income are from bank-owned life insurance, net gains from the sale of investment securities, foreign exchange income related to customer driven cross-border wires for business and personal reasons and management of bank-owned properties. The net residual effect of the transfer pricing of assets and liabilities is included in Treasury, along with the elimination of intercompany transactions.
Other organizational units (Technology, Operations, Credit and Risk Management, Human Resources, Finance, Administration, Marketing and Corporate and Regulatory Administration) provide a wide-range of support to the Company’s other income earning segments. Expenses incurred by these support units are charged to the business segments through an internal cost allocation process.
The following tables present selected business segment financial information for the years indicated:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) | Banking | Banking | Other | Total | ||||||||
| Year Ended December 31, 2023 | | | | | | | | | | | | |
| Net interest income | | $458,125 | | $175,569 | | $2,433 | | $636,127 | ||||
| Provision for credit losses | | | (9,899) | | | (14,961) | | | (1,770) | | | (26,630) |
| Net interest income after provision for credit losses | | | 448,226 | | | 160,608 | | | 663 | | | 609,497 |
| | | | | | | | | | | | | |
| Noninterest income | | | 97,651 | | | 75,358 | | | 27,806 | | | 200,815 |
| Noninterest expense | | | (304,731) | | | (112,839) | | | (83,568) | | | (501,138) |
| Income (loss) before (provision) benefit for income taxes | | | 241,146 | | | 123,127 | | | (55,099) | | | 309,174 |
| | | | | | | | | | | | | |
| (Provision) benefit for income taxes | | | (58,091) | | | (27,927) | | | 11,827 | | | (74,191) |
| Net income (loss) | | $183,055 | | $95,200 | | $(43,272) | | $234,983 | ||||
| Total assets as of December 31, 2023 | | $7,589,607 | | $6,966,731 | | $10,370,136 | | $24,926,474 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) | Banking | Banking | Other | Total | ||||||||
| Year Ended December 31, 2022 | | | | | | | | | | | | |
| Net interest income | | $436,228 | | $157,128 | | $20,193 | | $613,549 | ||||
| Benefit (provision) for credit losses | | | 967 | | | 1,154 | | | (3,513) | | | (1,392) |
| Net interest income after benefit (provision) for credit losses | | | 437,195 | | | 158,282 | | | 16,680 | | | 612,157 |
| | | | | | | | | | | | | |
| Noninterest income | | | 94,085 | | | 77,539 | | | 7,901 | | | 179,525 |
| Noninterest expense | | | (293,563) | | | (109,906) | | | (37,002) | | | (440,471) |
| Income (loss) before (provision) benefit for income taxes | | | 237,717 | | | 125,915 | | | (12,421) | | | 351,211 |
| | | | | | | | | | | | | |
| (Provision) benefit for income taxes | | | (58,077) | | | (30,158) | | | 2,709 | | | (85,526) |
| Net income (loss) | | $179,640 | | $95,757 | | $(9,712) | | $265,685 | ||||
| Total assets as of December 31, 2022 | | $7,463,002 | | $6,850,638 | | $10,263,583 | | $24,577,223 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Treasury · · · | ||||||||||||
| · · Retail · · Commercial · · and · · · | ||||||||||||
| (dollars in thousands) | Banking | Banking | Other | Total | ||||||||
| Year Ended December 31, 2021 | | | | | | | | | | | | |
| Net interest income (expense) | | $385,656 | | $162,997 | | $(18,094) | | $530,559 | ||||
| Benefit for credit losses | | | 16,267 | | | 22,452 | | | 281 | | | 39,000 |
| Net interest income (expense) after benefit for credit losses | | | 401,923 | | | 185,449 | | | (17,813) | | | 569,559 |
| | | | | | | | | | | | | |
| Noninterest income | | | 91,672 | | | 72,781 | | | 20,463 | | | 184,916 |
| Noninterest expense | | | (247,949) | | | (100,932) | | | (56,598) | | | (405,479) |
| Income (loss) before (provision) benefit for income taxes | | | 245,646 | | | 157,298 | | | (53,948) | | | 348,996 |
| | | | | | | | | | | | | |
| (Provision) benefit for income taxes | | | (58,710) | | | (37,525) | | | 12,974 | | | (83,261) |
| Net income (loss) | | $186,936 | | $119,773 | | $(40,974) | | $265,735 | ||||
| Total assets as of December 31, 2021 | | $7,148,376 | | $5,972,567 | | $11,871,467 | | $24,992,410 | ||||
23. Parent Company
The following tables present Parent Company-only condensed financial statements:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Statements of Comprehensive Income | | | | | | | | | | |
| · · Year Ended December 31, · | ||||||||||
| (dollars in thousands) · 2023 · 2022 · · 2021 | ||||||||||
| Income | | | | | | | | | | |
| Dividends from FHB | | $139,500 | | $157,000 | | $213,500 | | |||
| Other income | | | 2,492 | | | — | | | — | |
| Total income | | | 141,992 | | | 157,000 | | | 213,500 | |
| Noninterest expense | | | | | | | | | | |
| Salaries and employee benefits | | | 4,404 | | | 4,098 | | | 3,732 | |
| Contracted services and professional fees | | | 3,554 | | | 6,200 | | | 2,731 | |
| Equipment | | | 102 | | | 78 | | | — | |
| Other | | | 1,474 | | | 1,447 | | | 1,314 | |
| Total noninterest expense | | | 9,534 | | | 11,823 | | | 7,777 | |
| Income before benefit for income taxes and equity in undistributed income of FHB | | | 132,458 | | | 145,177 | | | 205,723 | |
| Provision (Benefit) for income taxes | | | 145 | | | (2,707) | | | (1,877) | |
| Equity in undistributed income of FHB | | | 102,670 | | | 117,801 | | | 58,135 | |
| Net income | | $234,983 | | $265,685 | | $265,735 | | |||
| Comprehensive income (loss) | | $344,027 | | $(251,876) | | $112,438 | | |||
| | | | | | | | | | | |
| | | | | | | |
|---|---|---|---|---|---|---|
| Condensed Statements of Condition | | | | | | |
| · · December 31, | ||||||
| (dollars in thousands) | 2023 | 2022 | ||||
| Assets | | | | | | |
| Cash and cash equivalents | | $15,475 | | $18,024 | ||
| Investment in FHB | | | 2,471,679 | | | 2,251,841 |
| Other assets | | | 30,131 | | | 27,638 |
| Total assets | | $2,517,285 | | $2,297,503 | ||
| Liabilities and Stockholders' Equity | | | | | | |
| Retirement benefits payable | | $688 | | $560 | ||
| Other liabilities | | | 30,531 | | | 27,938 |
| Total liabilities | | | 31,219 | | | 28,498 |
| | | | | | | |
| Total stockholders' equity | | | 2,486,066 | | | 2,269,005 |
| Total liabilities and stockholders' equity | | $2,517,285 | | $2,297,503 | ||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Condensed Statements of Cash Flows | | | | | | | | | |
| · · Year Ended December 31, | |||||||||
| (dollars in thousands) | 2023 | 2022 | 2021 | ||||||
| Cash flows from operating activities | | | | | | | | | |
| Net income | | $234,983 | | $265,685 | | $265,735 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
| Equity in undistributed income of FHB | | | (102,670) | | | (117,801) | | | (58,135) |
| Deferred income taxes | | | (96) | | | 22 | | | 36 |
| Stock-based compensation | | | 584 | | | 554 | | | 492 |
| Change in assets and liabilities: | | | | | | | | | |
| Net decrease (increase) in other assets | | | 164 | | | (4) | | | 242 |
| Net increase in other liabilities | | | 39 | | | 18 | | | 50 |
| Net cash provided by operating activities | | | 133,004 | | | 148,474 | | | 208,420 |
| | | | | | | | | | |
| Cash flows from financing activities | | | | | | | | | |
| Dividends paid | | | (132,646) | | | (132,588) | | | (134,133) |
| Stock tendered for payment of withholding taxes | | | (3,215) | | | (3,555) | | | (3,108) |
| Proceeds from employee stock purchase plan | | | 308 | | | 379 | | | 547 |
| Common stock repurchased | | | — | | | (9,478) | | | (75,000) |
| Net cash used in financing activities | | | (135,553) | | | (145,242) | | | (211,694) |
| Net (decrease) increase in cash and cash equivalents | | | (2,549) | | | 3,232 | | | (3,274) |
| Cash and cash equivalents at beginning of year | | | 18,024 | | | 14,792 | | | 18,066 |
| Cash and cash equivalents at end of year | | $15,475 | | $18,024 | | $14,792 | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.