# Central Pacific Financial Corp: Form 10-K for the period ended Dec 31, 2023 - Company: [Central Pacific Financial Corp](/companies/cpf.md) (CIK 701347) - Form: 10-K - Filed: 2024-02-21 - Accepted by EDGAR: Feb 21, 2024, 16:55 ET - Period: 2023-12-31 - Accession: 0000701347-24-000006 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/701347/000070134724000006/cpf-20231231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/701347/000070134724000006/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2023-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2023-01-01 to 2023-12-31 | $46.7m | us-gaap:Revenues | | Interest expense | 12 months, 2023-01-01 to 2023-12-31 | $72.7m | us-gaap:InterestExpense | | Income tax | 12 months, 2023-01-01 to 2023-12-31 | $18.2m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2023-01-01 to 2023-12-31 | $58.7m | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2023-01-01 to 2023-12-31 | $2.17 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2023-01-01 to 2023-12-31 | $2.17 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2023-01-01 to 2023-12-31 | 27,080,518 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2023-01-01 to 2023-12-31 | $105.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2023-01-01 to 2023-12-31 | $12.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Dividends paid | 12 months, 2023-01-01 to 2023-12-31 | $28.1m | us-gaap:PaymentsOfDividendsCommonStock | | Total assets | at 2023-12-31 | $7.64bn | us-gaap:Assets | | Total liabilities | at 2023-12-31 | $7.14bn | us-gaap:Liabilities | | Long-term debt | at 2023-12-31 | $156.1m | us-gaap:LongTermDebt | | Short-term borrowings | at 2023-12-31 | $0 | us-gaap:ShortTermBorrowings | | Shareholders' equity | at 2023-12-31 | $503.8m | us-gaap:StockholdersEquity | ## Business As filed, 65,107 characters. ### General Central Pacific Financial Corp., a Hawaii corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), was organized on February 1, 1982. Our principal business is to serve as a holding company for our bank subsidiary, Central Pacific Bank, which was incorporated in its present form in the State of Hawaii on March 16, 1982 in connection with the holding company reorganization. Its predecessor entity was incorporated in the State of Hawaii on January 15, 1954. We provide financial results based on a fiscal year ending December 31 as a single reportable segment. As of December 31, 2023, we had total assets of $7.64 billion, total loans of $5.44 billion, total deposits of $6.85 billion and shareholders' equity of $503.8 million. When we refer to "the Company," "we," "us" or "our," we mean Central Pacific Financial Corp. and its subsidiaries on a consolidated basis. When we refer to "Central Pacific Financial Corp.," "CPF" or to the holding company, we are referring to the parent company on a standalone basis. We refer to Central Pacific Bank herein as "our Bank" or "the Bank." Through our Bank and its subsidiaries, we offer full-service commercial banking with 27 bank branches and 58 ATMs located throughout the State of Hawaii. Our administrative and main offices are located in Honolulu and we have 19 branches on the island of Oahu. We operate four branches on the island of Maui, two branches on the island of Hawaii and two branches on the island of Kauai. Central Pacific Bank is a full-service commercial bank offering traditional deposit and lending products and services to consumer and business customers, such as accepting demand, money market, savings and time deposits, originating loans, including commercial loans, construction loans, commercial real estate loans, residential mortgage loans, and consumer loans and fiduciary and investment management services. Our Bank's deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to applicable limits. The Bank is not a member of the Federal Reserve System. We derive our income primarily from interest and fees on loans, interest on investment securities and fees received in connection with deposit and other services. Our major operating expenses are the interest paid by our Bank on deposits and borrowings, salaries and employee benefits and general operating expenses. Our Bank relies substantially on a foundation of locally generated deposits. Our operations, like those of other financial institutions that operate in our market, are significantly influenced by economic conditions in Hawaii, including the strength of the real estate market and the tourism industry, as well as the fiscal and regulatory policies of the federal and state government and the regulatory authorities that govern financial institutions. See the "Supervision and Regulation" section below for other information about the regulation of our holding company and bank. ### Our Services We offer a full range of banking services and products to businesses, professionals and individuals. We provide our customers with an array of loan products, including residential mortgage loans, commercial and consumer loans and lines of credit, commercial real estate loans and construction loans. Through our Bank, we concentrate our lending activities in five principal areas: (1) *Residential Mortgage Lending.* Residential mortgage loans include fixed-rate and adjustable-rate loans primarily secured by single-family, owner-occupied residences in Hawaii and home equity lines of credit and loans. We typically require loan-to-value ratios of not more than 80%, although higher levels are permitted with accompanying mortgage insurance. First mortgage loans secured by residential properties have an average loan origination size of approximately $0.6 million and marketable collateral. Changes in interest rates, the economic environment and other market factors have impacted, and future changes will likely continue to impact, the marketability and value of collateral and the financial condition of our borrowers and thus the level of credit risk inherent in the portfolio. A portion of our first residential mortgage loan originations are sold in the secondary market and a portion is put into our loan portfolio. (2) *Commercial and Industrial Lending.* Loans in this category consist primarily of term loans and lines of credit to small and middle-market businesses and professionals in the State of Hawaii. The borrower's business is typically regarded as the principal source of repayment, although our underwriting policies and practices generally require additional sources of collateral, including real estate and other business assets, as well as personal guarantees where possible to mitigate risk and help to reduce credit losses. (3) *Commercial Mortgage Lending.* Loans in this category consist of loans secured by commercial real estate, including but not limited to, structures and facilities to support activities designated as multi-family residential properties, industrial, warehouse, general office, retail, health care and religious dwellings. Our underwriting policies and practices generally requires net cash flow from the property to cover the debt service while maintaining an appropriate amount of reserves and permits consideration of liquidation of the collateral as a secondary source of repayment. (4) *Construction Lending.* Loans in this category consist of construction, land development, and other land loans for residential and commercial construction projects. (5) *Consumer Lending.* Loans in this category are generally either unsecured or secured by personal assets, such as automobiles, and the average loan size is generally small. Beyond the lending function described above, we also offer a full range of deposit products and services including checking, savings and time deposits, cash management and digital banking services, trust services and retail brokerage services. ### Our Market Area and Competition Based on deposit market share among FDIC-insured financial institutions in Hawaii, Central Pacific Bank was the fourth-largest depository institution in the state as of December 31, 2023. The banking and financial services industry in the State of Hawaii generally, and particularly in our target market areas, is highly competitive. We compete for loans, deposits and customers with other commercial banks, savings banks, securities and brokerage companies, financial technology ("fintech") companies, mortgage companies, insurance companies, finance companies, credit unions and other non-bank financial service providers, including mortgage providers and brokers, operating via the internet and other technology platforms. Some of these competitors are much larger by total assets and capitalization, and have greater access to capital markets. In order to compete with the other financial services providers in the State of Hawaii, we principally rely upon personal relationships between customers and our officers, directors and employees, and specialized services tailored to meet the needs of our customers and the communities we serve. We believe we remain competitive by offering flexibility and superior service levels to our customers, coupled with competitive interest rate pricing, strong digital technology and local promotional activities. For further discussion of factors affecting our operations see, "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." ### Business Concentrations No individual or single group of related accounts is considered material in relation to the assets or deposits of our Bank, or in relation to the overall business of the Company. However, approximately 78% of our loan portfolio at December 31, 2023 consisted of real estate-related loans, including residential mortgage loans, home equity loans, commercial mortgage loans and construction loans. See "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Loan Portfolio." Our business activities are focused primarily in Hawaii. Consequently, our results of operations and financial condition are impacted by the general economic trends in Hawaii, particularly in the commercial and residential real estate markets. During periods of economic strength, the real estate market and the real estate industry typically perform well; during periods of economic weakness, they typically are adversely affected. ### Our Subsidiaries Central Pacific Bank is the wholly-owned principal subsidiary of Central Pacific Financial Corp. As of December 31, 2023, other wholly-owned subsidiaries include CPB Capital Trust IV and CPB Statutory Trust V. In January 2020, the Bank acquired a 50% ownership interest in a mortgage loan origination and brokerage company, Oahu HomeLoans, LLC. The Bank concluded that the investment meets the consolidation requirements under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, "Consolidation." The Bank also concluded that the entity meets the definition of a variable interest entity and that we are the primary beneficiary of the variable interest entity. Accordingly, the investment has been consolidated into our financial statements. In March 2022, Oahu HomeLoans, LLC was terminated. Central Pacific Bank also owns 50% of Gentry HomeLoans, LLC, Haseko HomeLoans, LLC and Island Pacific HomeLoans, LLC, which are accounted for under the cost method and are included in unconsolidated entities in the Company's consolidated balance sheets. The Company sponsors the Central Pacific Foundation, which is not consolidated in the Company's financial statements. ### Supervision and Regulation ### General The Company and the Bank are subject to significant regulation and restrictions by federal and state laws and regulatory agencies for the protection of depositors and the FDIC deposit insurance fund, borrowers, and the stability of the United States of America ("U.S.") banking system. The following discussion of statutes and regulations is a summary and does not purport to be complete nor does it address all applicable statutes and regulations. This discussion is also qualified in its entirety by reference to the statutes and regulations referred to in this discussion. We cannot predict whether or when new legislative initiatives may be proposed or enacted or new regulations or guidance may be promulgated nor the effect new laws, regulations and supervisory policies and practices may have on community banks generally or on our financial condition and results of operations. Such developments could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. We also cannot predict whether or when regulatory requirements may be reduced or eliminated and the overall affect such reduction or elimination may have on the Company and the Bank. ### Regulatory Agencies Central Pacific Financial Corp. is a legal entity separate and distinct from its subsidiaries. As the bank holding company for Central Pacific Bank, Central Pacific Financial Corp. is regulated under the BHC Act and is subject to inspection, examination and supervision by the FRB. It is also subject to Hawaii's Code of Financial Institutions and is subject to inspection, examination and supervision by the Hawaii Division of Financial Institutions ("DFI"). The Company is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as administered by the SEC. Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "CPF," and we are subject to the rules of the NYSE for companies listed there. In addition to the enforcement powers of the bank regulatory agencies we are subject to, the SEC and the NYSE have the ability to take enforcement actions against us. The Company is also subject to the accounting oversight and corporate governance requirements of the Sarbanes-Oxley Act of 2002. Requirements include, but are not limited to: executive certifications of financial presentations, requirements for board audit committees and their members, disclosure of controls and procedures, and establishment and testing of internal controls over financial reporting. Central Pacific Bank, as a Hawaii state-chartered bank, is subject to primary supervision, periodic examination and regulation by the DFI and FDIC. The Company is also subject to certain regulations promulgated by the Consumer Financial Protection Bureau ("CFPB"), Federal Trade Commission ("FTC"), and FRB. During periodic examinations, the DFI, FDIC, and FRB assess our financial condition, capital resources, asset quality, management, earnings prospects, liquidity, market sensitivity and other aspects of our operations. These bodies also determine whether our management is effectively managing the Bank and the holding company, and whether we are in compliance with all applicable laws or regulations. ### Legislative and Regulatory Developments The federal banking agencies continue to implement the remaining requirements in the Dodd-Frank Act, as well as promulgating other regulations and guidelines intended to assure the financial strength and safety and soundness of banks and the stability of the U.S. banking system. We continue to believe there will be an increased focus on regulatory compliance, supervision and examination in 2024. ### Capital Adequacy Requirements Bank holding companies and banks are subject to various regulatory capital requirements administered by state and federal banking agencies, including the Basel III Capital Rule. The risk-based capital guidelines for bank holding companies and banks require capital ratios that vary based on the perceived degree of risk associated with a banking organization's operations for both transactions reported on the balance sheet as assets, such as loans, and those recorded as off-balance sheet items, such as commitments, letters of credit and recourse arrangements. The risk-based capital ratio is determined by classifying assets and certain off-balance sheet financial instruments into weighted categories, with higher levels of capital being required for those categories perceived as representing greater risks and dividing its qualifying capital by its total risk-adjusted assets and off-balance sheet items. Bank holding companies and banks engaged in significant trading activity may also be subject to the market risk capital guidelines and be required to incorporate additional market and interest rate risk components into their risk-based capital standards. The Federal Reserve monitors our capital adequacy on a consolidated basis, and the FDIC and the DFI monitor the capital adequacy of our Bank. The Company and the Bank are required to maintain minimum risk-based and leverage capital ratios, as well as a Capital Conservation Buffer, pursuant to the Basel III Capital Rule. These rules implement the Basel III international regulatory capital standards in the United States, as well as certain provisions of the Dodd-Frank Act. These quantitative calculations are minimums, and the Federal Reserve, FDIC or DFI may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Under the Basel III Capital Rule, the Company's and the Bank's assets, exposures and certain off-balance sheet items are subject to risk weights used to determine the institutions' risk-weighted assets. These risk-weighted assets are used to calculate the following minimum capital ratios for the Company and the Bank: - **Tier 1 Leverage Ratio**, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets and certain other deductions). - **Common Equity Tier 1 ("CET1") Risk-Based Capital Ratio**, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common stockholders' equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets and certain deferred tax assets. Hybrid securities, such as trust preferred securities, generally are excluded from being counted as Tier 1 capital. However, for bank holding companies like us that have less than $15 billion in total consolidated assets, certain trust preferred securities were grandfathered in as a component of Tier 1 capital. In addition, because we are a not an advanced approach banking organization, we were permitted to make a one-time permanent election to exclude accumulated other comprehensive income items from regulatory capital. We made this election in order to avoid significant variations in our levels of capital depending upon the impact of interest rate fluctuations on the fair value of our Bank’s available-for-sale securities portfolio. - **Tier 1 Risk-Based Capital Ratio**, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock and certain qualifying capital instruments. - **Total Risk-Based Capital Ratio**, equal to the ratio of total capital, including CET1 capital, Tier 1 capital and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses. Tier 2 capital also includes, among other things, certain trust preferred securities. The total minimum regulatory capital ratios and well-capitalized minimum ratios are reflected in the charts below. The Federal Reserve has not yet revised the well-capitalized standard for bank holding companies to reflect the higher capital requirements imposed under the Basel III Capital Rule. For purposes of the Federal Reserve's Regulation Y, including determining whether a bank holding company meets the requirements to be a financial holding company, bank holding companies, such as the Company, must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater. If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as that applicable to the Bank, the Company's capital ratios as of December 31, 2023 would exceed such revised well-capitalized standard. The Federal Reserve may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a bank holding company's particular condition, risk profile and growth plans. Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Company's or the Bank's ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications. In addition to meeting the minimum capital requirements, under the Basel III Capital Rule, the Company and the Bank must also maintain the required Capital Conservation Buffer to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. The Capital Conservation Buffer is calculated as a ratio of CET1 capital to risk-weighted assets, and it effectively increases the required minimum risk-based capital ratios. The Capital Conservation Buffer requirement is now at its fully phased-in level of 2.50%. The Tier 1 Leverage Ratio is not impacted by the Capital Conservation Buffer, and a banking institution may be considered well-capitalized while remaining out of compliance with the Capital Conservation Buffer. The table below summarizes the capital requirements that the Company and the Bank must satisfy to avoid limitations on capital distributions and certain discretionary bonus payments (i.e., the required minimum capital ratios plus the Capital Conservation Buffer): | | Minimum Basel III Regulatory Capital Ratio Plus Capital Conservation Buffer | | --- | ---: | | CET1 risk-based capital ratio | 7.0% | | Tier 1 risk-based capital ratio | 8.5% | | Total risk-based capital ratio | 10.5% | 8 As of December 31, 2023, the Company and the Bank are well-capitalized for regulatory purposes. For a tabular presentation of the Company’s and the Bank’s capital ratios as of December 31, 2023, see Note 22 - Parent Company and Regulatory Restrictions to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data". As the Company approaches and if it were to cross the $10 billion or more asset threshold, its compliance costs and regulatory requirements may increase. In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as “Basel IV”). Among other things, these standards revise the Basel Committee's standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provides a new standardized approach for operational risk capital. Under the Basel framework, as amended, these standards became effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company and the Bank. In July 2023, the FRB, OCC and FDIC proposed significant changes to the current Basel III capital rules which replaces the advanced approaches risk weighted assets framework with a new enhanced risk-based framework and requires banking organizations with $100 billion in assets to calculate their regulatory capital using more enhanced requirements applicable to even larger organizations. The impact of any changes to capital requirements and calculations and implementation of Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators. ### Prompt Corrective Action Provisions The Federal Deposit Insurance Act requires the federal bank regulatory agencies to take "prompt corrective action" with respect to a depository institution if that institution does not meet certain capital adequacy standards, including requiring the prompt submission of an acceptable capital restoration plan. Depending on a bank's capital ratios, the agencies' regulations define five categories in which an insured depository institution will be placed: well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. At each successive lower capital category, an insured bank is subject to more restrictions, including restrictions on a bank's activities, operational practices or the ability to pay dividends or executive bonuses. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or under-capitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. The prompt corrective action standards were also changed as the Basel III Capital Rule ratios became effective. Under the new standards, in order to be considered well-capitalized, the Bank will be required to meet the new common equity Tier 1 ratio of 6.5%, an increased Tier 1 ratio of 8% (increased from 6%), a total capital ratio of 10% (unchanged) and a leverage ratio of 5% (unchanged). The federal banking agencies also may require banks and bank holding companies subject to enforcement actions to maintain capital ratios in excess of the minimum ratios otherwise required to be deemed well-capitalized, in which case institutions may no longer be deemed to be well-capitalized and may therefore be subject to certain restrictions on items such as brokered deposits. ### Volcker Rule In December 2013, the federal bank regulatory agencies adopted final rules that implement a part of the Dodd-Frank Act commonly referred to as the "Volcker Rule." Under these rules and subject to certain exceptions, banking entities are restricted from engaging in activities that are considered proprietary trading and from sponsoring or investing in certain entities, including hedge or private equity funds that are considered "covered funds." Notwithstanding these provisions, in July 2019, the federal bank regulatory agencies finalized a rule which provides that community banks with $10 billion or less in total consolidated assets and total trading assets and liabilities of 5 percent or less of total consolidated assets, such as the Bank, are excluded from the Volcker Rule. ### Brokered Deposits The FDIC limits the ability to accept brokered deposits to those insured depository institutions that are well-capitalized. Institutions that are less than well-capitalized cannot accept, renew or roll over any brokered deposit unless they have applied for and been granted a waiver by the FDIC. As of December 31, 2023, the Bank did not have any deposit liabilities categorized as brokered deposits. ### Bank Holding Company Regulation As contained in both federal and state banking laws and regulations, a wide range of requirements and restrictions apply to bank holding companies and their subsidiaries which may: - require regular periodic reports and such additional reports of information as the Federal Reserve may require; - require bank holding companies to meet or exceed minimum capital requirements (see the "Capital Adequacy Requirements" section above and the "Capital Resources" section in the MD&A); - require that bank holding companies serve as a source of financial and managerial strength to subsidiary banks and commit resources as necessary to support each subsidiary bank. The source-of-strength doctrine most directly affects bank holding companies where a bank holding company's subsidiary bank fails to maintain adequate capital levels. In such a situation, a subsidiary bank will be required by their federal regulator to take "prompt corrective action" (see the "Prompt Corrective Action Provisions" section above); - limit dividends payable to shareholders and restrict the ability of bank holding companies to obtain dividends or other distributions from their subsidiary banks; - require a bank holding company to terminate an activity or terminate control of or liquidate or divest certain subsidiaries, affiliates or investments if the Federal Reserve believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness or stability of any bank subsidiary; - require the prior approval for changes in senior executive officers or directors and prohibit golden parachute payments, including change in control agreements, or new employment agreements with such payment terms, which are contingent upon termination when a bank holding company is deemed to be in troubled condition; - regulate provisions of certain bank holding company debt, including the authority to impose interest ceilings and reserve requirements on such debt and require prior approval to purchase or redeem securities in certain situations; - require prior approval for the acquisition of 5% or more of the voting stock of a bank or bank holding company by bank holding companies or other acquisitions and mergers with other banks or bank holding companies and require the regulators to consider certain competitive, management, financial, and anti-money laundering compliance impact on the U.S.; and - require prior notice and/or prior approval of the acquisition of control of a bank or a bank holding company by a shareholder or individuals acting in concert with ownership or control of 10% of the voting stock being a presumption of control. ### Change in Bank Control Federal law and regulation set forth the types of transactions that require prior notice under the Change in Bank Control Act (“CIBCA”). Pursuant to CIBCA and Regulation Y, any person (acting directly or indirectly) that seeks to acquire control of a bank or its holding company must provide prior notice to the Federal Reserve. A “person” includes an individual, bank, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity. A person acquires "control" of a banking organization whenever the person acquires ownership, control, or the power to vote 25 percent or more of any class of voting securities of the institution. The applicable regulations also provide for certain other "rebuttable" presumptions of control. In April 2020, the Federal Reserve adopted a final rule to revise its regulations related to determinations of whether a company has the ability to exercise a controlling influence over another company for purposes of the BHCA. The final rule expands and codifies the presumptions for use in such determinations. By codifying the presumptions, the final rule provides greater transparency on the types of relationships that the Federal Reserve generally views as supporting a facts and circumstances determination that one company controls another company. The Federal Reserve’s final rule applies to questions of control under the BHCA, but does not extend to CIBCA or applicable provisions of Hawaii law. ### Other Restrictions on the Company's Activities Subject to prior notice or Federal Reserve approval, bank holding companies may generally engage in, or acquire shares of companies engaged in, activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Bank holding companies that elect and retain "financial holding company" status pursuant to the Gramm-Leach-Bliley Act of 1999 ("GLBA") may engage in these non-banking activities and broader securities, insurance, merchant banking and other activities that are determined to be "financial in nature" or are incidental or complementary to activities that are financial in nature without prior Federal Reserve approval. Pursuant to the GLBA and the Dodd-Frank Act, in order to elect and retain financial holding company status, a bank holding company and all depository institution subsidiaries of that bank holding company must be well-capitalized and well managed, and, except in limited circumstances, depository subsidiaries must be in satisfactory compliance with the Community Reinvestment Act ("CRA"), which requires banks to help meet the credit needs of the communities in which they operate. Failure to sustain compliance with these requirements or correct any non-compliance within a fixed time period could lead to the required divestiture of subsidiary banks or the termination of all activities that do not conform to those permissible for a bank holding company. The Company has not elected financial holding company status and neither the Company nor the Bank has engaged in any activities determined by the Federal Reserve to be non-banking and financial in nature or incidental or complementary to activities that are financial in nature. ### Dividends It is the Federal Reserve's policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization's expected future needs and financial condition. It is also the Federal Reserve's policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to their banking subsidiaries. The Federal Reserve has also discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong. The Company is also subject to restrictions on dividends under applicable Hawaii law. There can be no assurance of the amount of dividends that the Company will pay to its shareholders in the future or that the Company will continue to pay dividends to shareholders at all. The Bank is a legal entity that is separate and distinct from its holding company. CPF is dependent on the performance of the Bank for funds which may be received as dividends from the Bank for use in the operation of CPF and the ability of CPF to pay dividends to shareholders. Subject to regulatory and statutory restrictions, including restrictions under applicable Hawaii law and federal regulation, future cash dividends by the Bank will depend upon management's assessment of future capital requirements, contractual restrictions and other factors. ### Regulation of the Bank As a Hawaii state-chartered bank whose deposits are insured by the FDIC, the Bank is subject to regulation, supervision, and regular examination by the DFI, and by the FDIC, as the Bank's primary Federal regulator. Specific federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, their activities relating to dividends, investments, loans, the nature and amount of collateral for certain loans, servicing and foreclosing on loans, transactions with affiliates, officers, directors and other insiders, borrowings, capital requirements, certain check-clearing activities, branching, and mergers and acquisitions. ### FDIC and DFI Enforcement Authority The federal and Hawaii regulatory structure gives the bank regulatory agencies extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. The regulatory agencies have adopted guidelines to assist in identifying and addressing potential safety and soundness concerns before an institution's capital becomes impaired. The guidelines establish operational and managerial standards generally relating to: (1) internal controls, information systems, and internal audit systems; (2) loan documentation; (3) credit underwriting; (4) interest-rate exposure; (5) asset growth and asset quality; and (6) compensation, fees, and benefits. Further, the regulatory agencies have adopted safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure that earnings are sufficient for the maintenance of adequate capital and reserves. If, as a result of an examination, the DFI or the FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, market sensitivity, or other aspects of the Bank's operations are unsatisfactory or that the Bank or its management is violating or has violated any law or regulation, the DFI and the FDIC, and separately the FDIC as insurer of the Bank's deposits, have residual authority to: - require affirmative action to correct any conditions resulting from any violation or practice; - direct an increase in capital and the maintenance of higher specific minimum capital ratios, which may preclude the Bank from being deemed well-capitalized and restrict its ability to accept certain brokered deposits; - restrict the Bank's growth geographically, by products and services, or by mergers and acquisitions, including bidding in FDIC receiverships for failed banks; - enter into or issue informal or formal enforcement actions, including required board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders or prompt corrective action orders to take corrective action and cease unsafe and unsound practices; - require prior approval of senior executive officer or director changes; remove officers and directors and assess civil monetary penalties; and - terminate FDIC insurance, revoke the charter and/or take possession of and close and liquidate the Bank or appoint the FDIC as receiver, which for a Hawaii state-chartered bank would result in a revocation of its charter. ### Mergers and Acquisitions On July 9, 2021, President Biden signed an “*Executive Order on Promoting Competition in the American Economy”*. Included within the order is a sweeping recommendation that the Attorney General, in consultation with the heads of the FRB, FDIC and Office of the Comptroller of the Currency ("OCC") review current practices and adopt a plan for the “revitalization” of bank merger oversight to provide more extensive scrutiny of mergers. We will continue to evaluate the impact of any changes to the regulations related to implementing this executive order and their impact to our financial condition, results of operations, and/or business strategies, which cannot be predicted at this time. ### Deposit Insurance The FDIC is an independent federal agency that insures deposits through the Deposit Insurance Fund (the "DIF") up to prescribed statutory limits of federally insured banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The Dodd-Frank Act revised the FDIC's DIF management authority by setting requirements for the Designated Reserve Ratio (the "DRR", calculated as the DIF balance divided by estimated insured deposits) and redefining the assessment base which is used to calculate banks' quarterly assessments. The amount of FDIC assessments paid by each DIF member institution is based on its asset size and its relative risk of default as measured by regulatory capital ratios and other supervisory factors. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. The FDIC has set the DRR at 2.00%. In October 2022, in order to increase the likelihood that the reserve ratio would be restored to at least 1.35% by the statutory deadline of September 30, 2029, the FDIC increased the initial base deposit insurance assessment rate schedules uniformly by 2 basis points. The increase in assessment rates was effective as of January 1, 2023 and was applicable beginning with the first quarterly assessment period of 2023. In addition, in November 2023, the FDIC finalized a special assessment to recover the loss to the DIF as a result of the closure of Silicon Valley Bank and Signature Bank. The special assessment will be equal to approximately 13.4 basis points annually based on the amount of an institution’s uninsured deposits as of the quarter ended December 31, 2022 after applying a $5 billion deduction. The special assessment would be collected over an anticipated total of eight quarterly assessment periods. The Bank will not incur the additional aggregate assessment as its uninsured deposits as of December 31, 2022 were less than the $5 billion deduction. If there are additional bank or financial institution failures or if the FDIC otherwise determines or if our asset size or risk of default increases, we may be required to pay higher FDIC premiums. Any future increases in FDIC insurance premiums may have a material and adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock. ### Incentive Compensation Under regulatory guidance applicable to all banking organizations, incentive compensation policies must be consistent with safety and soundness principles. Under this guidance, financial institutions must review their compensation programs to ensure that they: (i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation. During 2016, as required by the Dodd-Frank Act, the federal bank regulatory agencies and the SEC proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion of total assets. In October 2022, the SEC adopted final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. In response to the final rules, the NYSE implemented new clawback listing standards which are applicable to the Company. The Company has adopted an NYSE compliant clawback policy which is included with this Annual Report of Form 10-K as an exhibit. ### Cybersecurity Federal regulators have issued multiple statements regarding cybersecurity stating that financial institutions need to design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. In addition, a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations, including California and New York. Other states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. We expect this trend of state-level activity in those areas to continue, and are continually monitoring developments in the states in which our customers are located in or in which we conduct business. In November 2021, the federal banking agencies adopted a final rule, with compliance required by May 1, 2022, that requires banking organizations to notify their primary banking regulator within 36 hours of determining that a "computer-security incident" has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to carry out banking operations or deliver banking products and services to a material portion of its customer base, its businesses and operations that would result in material loss, or its operations that would impact the stability of the United States. Failure to observe the regulatory guidance could result in various regulatory sanctions, including financial penalties. In July 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents experienced and describe the material aspects of their nature, scope and timing. The rules, which supersede their previously interpretive guidance published in February 2018, also require annual disclosures describing a company's cybersecurity risk management, strategy and governance. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations. In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. We employ an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date we have not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers. See "Risk Factors" under Part I, Item 1A of this report for a further discussion of risks related to cybersecurity and "Cybersecurity" under Part I, Item 1C for a further discussion of our cybersecurity risk management, strategy and governance. ### Office of Foreign Assets Control ("OFAC") Regulation The U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. We are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations. ### Operations and Consumer Compliance Laws The Bank must comply with numerous federal and state anti-money laundering and consumer protection and privacy statutes and implementing regulations, including the USA Patriot Act of 2001, GLBA, the Bank Secrecy Act, the Foreign Account Tax Compliance Act, the CRA, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the National Flood Insurance Act, and various federal and state privacy protection laws, including the Telephone Consumer Protection Act and the CAN-SPAM Act. Noncompliance with these laws could subject the Bank to lawsuits and could also result in administrative penalties, including, fines and reimbursements. The Company and the Bank are also subject to federal and state laws prohibiting unfair or fraudulent business practices, untrue or misleading advertising and unfair competition. These laws and regulations mandate certain disclosure and reporting requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, servicing, collecting, and foreclosing on loans, and providing other services. Failure to comply with these laws and regulations can subject the Bank to various penalties, including but not limited to enforcement actions, injunctions, fines or criminal penalties, punitive damages, and the loss of certain contractual rights. The Anti-Money Laundering Act of 2020 ("AMLA"), which amends the Bank Secrecy Act of 1970 (“BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections. The CRA is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit needs of their communities. The CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions, to assess their record of helping to meet the credit needs of their entire community, including low and moderate income neighborhoods, consistent with safe and sound banking practices. The CRA further requires the agencies to take a financial institution’s record of meeting its community credit needs into account when evaluating applications for, among other things, domestic branches, consummating mergers or acquisitions or holding company formations. On October 24, 2023, the OCC, FDIC, and FRB issued a final rule intended to modernize and strengthen regulations implementing the CRA. For banks with total assets in excess of $2 billion, which includes our Bank, the Bank’s CRA evaluation will be based on four tests: (i) retail lending; (ii) retail services and products (including digital delivery systems for banks with more than $10 billion in assets or banks which request consideration of such systems); (iii) community development (CD) financing; and (iv) CD services. Weighting of each test is applied to those banks (such as the Bank) when regulators are evaluating CRA performance based on multiple tests. Alternatively, banks (including the bank) have the option to be evaluated based on a regulator-approved strategic plan. In addition, banks with total assets in excess of $2 billion are subject to revised and more comprehensive data collection, reporting and maintenance requirements. Regulators will downgrade an institution’s CRA rating in the case of illegal or discriminatory credit practices. The final CRA rule takes effect on April 1, 2024 but builds in staggered compliance dates, including compliance with the new tests, data collection requirements, and the requirement to define retail lending assessment areas, all of which become applicable on January 1, 2026. We are continuing to evaluate the impact of these changes to bank and holding company regulations and their impact to our financial condition, results of operations, and/or liquidity, which cannot be predicted at this time. The Bank received an "Outstanding" rating in the FDIC's 2022 Community Reinvestment Act Performance Evaluation that measures how financial institutions support their communities in the areas of lending, investment and service. ### Consumer Financial Protection Bureau ("CFPB") The Dodd-Frank Act provided for the creation of the CFPB as an independent entity with broad rule making, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home equity loans and credit cards. The CFPB’s functions include investigating consumer complaints, conducting market research, rule making, and enforcing rules related to consumer financial products and services. CFPB regulations and guidance, including supervision and examination, apply to all covered persons, and banks with $10 billion or more in assets. Banks with less than $10 billion in assets, including the Bank, will continue to be examined for compliance by their primary federal banking agency. The CFPB has finalized a number of significant rules which impact nearly every aspect of the lifecycle of a residential mortgage loan. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, the Truth in Lending Act and the Real Estate Settlement Procedures Act. Among other things, the rules adopted by the CFPB require covered persons including banks making residential mortgage loans to: (i) develop and implement procedures to ensure compliance with an "ability-to-repay" test and identify whether a loan meets a new definition for a "qualified mortgage", in which case a rebuttable presumption exists that the creditor extending the loan has satisfied the ability-to-repay test; (ii) implement new or revised disclosures, policies and procedures for originating and servicing mortgages including, but not limited to, pre-loan counseling, early intervention with delinquent borrowers and specific loss mitigation procedures for loans secured by a borrower's principal residence; (iii) comply with additional restrictions on mortgage loan originator hiring and compensation; (iv) comply with new disclosure requirements and standards for appraisals and certain financial products; and (v) maintain escrow accounts for higher-priced mortgage loans for a longer period of time. The review of products and practices to prevent unfair, deceptive or abusive acts or practices ("UDAAP") has been a focus of the CFPB, and of banking regulators more broadly. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged violations of UDAAP. The Dodd-Frank Act also provides the CFPB the ability to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. The CFPB also has the authority to obtain cease and desist orders providing for affirmative relief or monetary penalties. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect the Bank’s business, financial condition or results of operations. The federal bank regulators have adopted rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers to unaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are “reasonable and proportional” to the costs incurred by issuers for processing such transactions. Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. Under the final rules, the maximum permissible interchange fee is equal to no more than 21 cents plus 5 basis points of the transaction value for many types of debit interchange transactions. The Federal Reserve also adopted a rule to allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product. Currently, we qualify for the small issuer exemption from the interchange fee cap, which applies to any debit card issuer that, together with its affiliates, has total assets of less than $10 billion as of the end of the previous calendar year. We will become subject to the interchange fee cap beginning July 1 of the year following the time when our total assets reaches or exceeds $10 billion. Reliance on the small issuer exemption does not exempt us from federal regulations prohibiting network exclusivity arrangements or from routing restrictions. ### Commercial Real Estate Concentration Limits In December 2006, the federal banking regulators issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” to address increased concentrations in commercial real estate and construction, or "CRE", loans. In addition, in December 2015, the federal bank agencies issued additional guidance entitled “Statement on Prudent Risk Management for Commercial Real Estate Lending.” Together, these guidelines describe the criteria the agencies will use as indicators to identify institutions potentially exposed to CRE concentration risk. An institution that has (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development, and other land representing 100% or more of the institution’s total risk-based capital, or (iv) total CRE loans representing 300% or more of the institution’s total risk-based capital, and the outstanding balance of the institutions CRE portfolio has increased by 50% or more in the prior 36 months, may be identified for further supervisory analysis of the level and nature of its CRE concentration risk. As of December 31, 2023, the Bank’s construction, land development, and other land loans represented less than 100% of its total risk-based capital. As of December 31, 2023, the Bank's total CRE loans represented less than 300% of its total risk-based capital and has increased by less than 50% from the prior 36 months. ### Future Legislation and Regulation Congress may enact, modify or repeal legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact, modify or repeal legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of proposed legislation (or modification or repeal of existing legislation) could impact the regulatory structure under which the Company and Bank operate and may significantly increase its costs, impede the efficiency of its internal business processes, require the Bank to increase its regulatory capital and modify its business strategy, and limit its ability to pursue business opportunities in an efficient manner. Under these circumstances, the Company's business, financial condition, results of operations or prospects may be adversely affected, perhaps materially. ### Employees and Human Capital We believe that the success of our business is largely due to the quality of our employees, the development of each employee's full potential, and our ability to provide timely and satisfying rewards to our employees. At December 31, 2023, we employed 737 persons, 696 on a full-time basis and 41 on a part-time basis. We are not a party to any collective bargaining agreement. At December 31, 2023, our workforce was over 90% ethnically diverse (non-Caucasian or two or more races) and 64% female, with 53% of all management staff having a supervisory role being female. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Continual learning and career development are advanced through ongoing development conversations and annual performance reviews with employees, internally developed training programs, conferences, and other training events that employees are encouraged to attend in connection with their job duties. Additionally, we invest in continual learning and development through tuition reimbursement for courses or degree programs, and fees paid for certifications. A cohort of two to three high potential employees are sent to the Pacific Coast Banking School annually. Our CPB Toastmasters helps participating employees gain public speaking, communication and leadership skills. Our CPB Women's Leadership Program provides opportunities for CPB's top 80 women leaders to develop leadership skills, build a support network and give back to the broader community through service projects. The safety, health and wellness of our employees is a top priority. We promote the health and wellness of our employees by strongly encouraging work-life balance, offering flexible work schedules including hybrid and remote, keeping the employee portion of health care premiums to a minimum and sponsoring various wellness programs. Employee retention helps us operate efficiently and achieve one of our business objectives, which is being an exceptional service provider. We believe our commitment to living out our core values, actively prioritizing concern for our employees’ well-being, supporting our employees’ career goals, offering a competitive compensation and benefits package that includes health insurance and retirement savings plans, aids in retention of our top-performing employees. In addition to base salary, our compensation program includes variable pay (e.g., commission, incentive, bonus) for all employees. Our variable pay programs are designed to motivate and reward high levels of individual performance that aligns with our corporate strategy and business plan, and contributes to CPB’s success. At December 31, 2023, the average employee had 9 years of service and 35% of our current staff had been with us for ten years or more. ### Available Information Our internet website can be found at www.cpb.bank. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports can be found on our internet website as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Copies of the Company's filings with the SEC may also be obtained directly from the SEC's website at www.sec.gov. These documents may also be obtained in print upon request to our Investor Relations Department. Also posted on our website and available in print upon request to our Investor Relations Department, are the charters for our Audit Committee, Compensation Committee and Governance Committee, as well as our Corporate Governance Guidelines and Code of Conduct and Ethics. Within the time period required by the SEC and NYSE, we will post on our website any amendment to the Code of Conduct and Ethics and any waiver applicable to our senior financial officers, as defined by the SEC, and our executive officers or directors. In addition, our website includes information concerning purchases and sales of our equity securities by our executive officers and directors, as well as disclosure relating to certain non-GAAP financial measures (as defined in the SEC's Regulation G) that we may make public orally, telephonically, by webcast, by broadcast or by similar means from time to time. ## Risk factors As filed, 81,318 characters. *Our business faces significant risks, including credit, market/liquidity, operational, legal/regulatory and strategic/reputation risks. The factors described below may not be the only risks we face and are not intended to serve as a comprehensive listing or be applicable only to the category of risk under which they are disclosed. The risks described below are generally applicable to more than one of the following categories of risks. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following factors actually occurs, our business, financial condition and/or results of operations could be materially and adversely affected.* ### Risk Factors Summary This summary provides an overview of the risks we face. The following risks have been grouped by categories and are not in order of significance or probability of occurrence. ### Risks Related to General Economic Conditions - Recent negative developments affecting the banking industry, such as bank failures or concerns involving liquidity, may have a material adverse effect on the Company’s operations. - Difficult economic and market conditions in Hawaii would result in significant adverse effects on us because of the geographic concentration of our business. - The fiscal, monetary and regulatory policies of the federal government and its agencies could have a material adverse effect on our results of operations. - Negative developments in the global and U.S. economies could have an adverse effect on us. ### Credit Risks - A large percentage of our loans are collateralized by real estate and deterioration in the real estate market may adversely affect our financial results. - Our real estate loan operations have a considerable effect on our results of operations. - Provisions for credit losses and charge-offs of additional loans in the future, could adversely affect our results of operations. - Our allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect our results of operations. Additional credit losses may occur in the future and may occur at a rate greater than we have experienced to date. - Our commercial and industrial loan and commercial real estate loan portfolios expose us to risks that may be greater than the risks related to our other loans. - We may incur future losses in connection with certain representations and warranties we have made with respect to mortgages that we have sold in the secondary market. - Consumer protection initiatives related to the foreclosure process could materially affect our ability as a creditor to obtain remedies. - Banking-as-a-Service ("BaaS") collaboration agreements that we may enter into may expose us to credit risk. ### Interest Rate and Liquidity Risks - Our business is subject to interest rate risk and fluctuations in interest rates may adversely affect our earnings. - If we are unable to effectively manage the composition and risk of our investment securities portfolio, which we expect will continue to comprise a significant portion of our earning assets, our net interest income and net interest margin could be adversely affected. - Rising interest rates have decreased the market value of the Company's fixed-rate investment securities and loan portfolios, and the Company would realize losses if we were required to sell such securities or loans to meet liquidity needs. - Our ability to maintain adequate sources of funding and liquidity and required capital levels may be negatively impacted by uncertainty in the economic environment which may, among other things, impact our ability to satisfy our obligations. - We rely on the mortgage secondary market for some of our revenue and liquidity. - We are required to act as a source of financial and managerial strength for our Bank. - We rely on dividends from our subsidiary for most of our revenue and liquidity. ### Risks Related to the Operation of Our Business - Agreements with BaaS partners that we may enter into may produce limited revenue and may expose us to liability for compliance violations by BaaS partners and may require additional resources to review and monitor performance by our BaaS partners. - The strategy of offering BaaS has been adopted by other institutions with which we compete. - Managing reputational risk is important to attracting and maintaining customers, investors and employees. - Our deposit customers may pursue alternatives to deposits at our Bank or seek higher yielding deposits causing us to incur increased funding costs. - Failure to manage our growth may adversely affect our performance. - Failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely affect our ability to report our financial condition and results of operations accurately and on a timely basis. - Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition. - Financial services companies depend on the accuracy and completeness of information about customers and counterparties. - We operate in a highly competitive industry and market area. - We are subject to environmental liability risk associated with our bank branches and any real estate collateral we acquire upon foreclosure. - Our business could be adversely affected by unfavorable actions from rating agencies. - Our operational risks include risks associated with third-party vendors and other financial institutions. ### Risks Related to Legal, Compliance and Regulatory Matters - Governmental regulation and regulatory actions against us may impair our operations or restrict our growth. - We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations. - Regulatory capital standards impose enhanced capital adequacy requirements on us. - Costs of compliance with environmental laws and regulations are significant, and the cost of compliance with new environmental laws, including limitations on emissions relating to climate change, could adversely affect our financial condition and results of operations. - We are subject to various legal claims and litigation. ### Risks Related to an Investment in the Company's Securities - The market price of our common stock could decline. - Anti-takeover provisions in our restated articles of incorporation and bylaws and applicable federal and state law may limit the ability of another party to acquire us or a significant block of common stock, which could cause our stock price to decline. - Our common stock is equity and therefore is subordinate to our subsidiaries' indebtedness and preferred stock. - There is a limited trading market for our common stock and as a result, shareholders may not be able to resell their shares at or above the price they pay for them or at the time they otherwise may desire. - The soundness of other financial institutions could adversely affect us. - Our common stock is not insured and shareholders could lose the value of their entire investment. ### Risks Related to Technology - We continually encounter technological change. - The occurrence of fraudulent activity, data privacy breaches, failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition and results of operations. ### General Risk Factors - We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects. - Natural disasters and other external events (including pandemic viruses or disease) could have a material adverse effect on our financial condition and results of operations. - Climate change could have a material adverse effect on us and our customers. ### Risks Related to General Economic Conditions ***Recent negative developments affecting the banking industry, such as bank failures or concerns involving liquidity, may have a material adverse effect on the Company’s operations.*** High-profile bank failures in the first half of 2023, and the resulting media coverage, caused general uncertainty and concern regarding the liquidity adequacy of the banking industry and in particular, regional and community banks like the Company. Uncertainty and concern may be compounded by the reach and depth of media attention, including social media, and its ability to disseminate concerns or rumors about these kinds of events or other similar risks, and may have in the past and may in the future lead to market-wide liquidity problems and concerns from the Company's own customer base. These bank failures underscore the importance of maintaining diversified sources of funding as key measures to ensure the safety and soundness of a financial institution. As a result, market conditions and other external factors may impact the competitive landscape for deposits in the banking industry and could materially adversely impact the Company's liquidity and results of operations. While the Department of the Treasury, the Federal Reserve, and the FDIC took steps to ensure that depositors of these recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will continue to be successful in restoring customer confidence in the banking industry. ***Difficult economic and market conditions in Hawaii would result in significant adverse effects on us because of the geographic concentration of our business.*** Unlike larger national or other regional banks that are more geographically diversified, our business and operations are closely tied to the Hawaii market. The Hawaii economy relies on tourism, real estate, government and other service-based industries. Declines in tourism, fluctuations in foreign exchange rates, increases in energy costs, the availability of affordable air transportation, adverse weather and natural disasters, and local budget issues impact consumer and corporate spending. As a result, such events may contribute to the deterioration in Hawaii's general economic condition, which could adversely impact us and our borrowers. In addition, the high concentration of Hawaii real estate loans in our portfolio, combined with the deterioration in these sectors caused by an economic downturn, previously had and could have in the future a significantly more adverse impact on our operating results than many other banks across the nation. If our borrowers experience financial difficulty, or if property values securing our real estate loans decline, we will incur elevated credit costs due to the composition and concentration of our loan portfolio, which will have an adverse effect on our financial condition and results of operations. ***The fiscal, monetary and regulatory policies of the federal government and its agencies could have a material adverse effect on our results of operations.*** The FRB regulates the supply of money and credit in the U.S. Its policies determine in large part the cost of funds for lending and investing and the return earned on those loans and investments, both of which affect the net interest margin. It also can materially decrease the value of financial assets we hold, such as debt securities. Our net interest income and net interest margin may be negatively impacted during periods of rate tightening due to pressure on our funding costs, particularly if we are unable to realize higher rates on our assets at a pace that matches that of the funding. Additionally, during periods of rate easing, our asset yields are expected to decline and the pace at which we are able to reduce our funding costs may be impacted by competitive and liquidity pressures. Changes in the slope of the yield curve, which represents the spread between short-term and long-term interest rates, could also reduce our net interest income and net interest margin. Historically, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. When the yield curve flattens or inverts, our net interest income and net interest margin could decrease as our cost of funds increases relative to the yield we can earn on our assets. In a high interest rate environment, as we are currently experiencing, there is potential for decreased demand for our loan products, an increase in our cost of funds, and the curtailment of economic recovery. Changes in FRB policies and our regulatory environment are beyond our control, and we are unable to predict what changes may occur or the manner in which any future changes may affect our business, financial condition and results of operation. ***Negative developments in the global and U.S. economies could have an adverse effect on us.*** Our business and operations are sensitive to business and economic conditions globally and domestically. Adverse economic and business conditions in the U.S. generally, and in our market areas, in particular, could reduce our growth rate, affect our borrowers' ability to repay their loans and, consequently, adversely affect our financial condition and performance. Other economic conditions that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation (which we are currently experiencing) and price levels (particularly for real estate), monetary policy, unemployment and the strength of the domestic economy as a whole. Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for credit losses, adverse asset values and an overall material adverse effect on the quality of our loan portfolio. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors. ### Credit Risks ***A large percentage of our loans are collateralized by real estate and deterioration in the real estate market may adversely affect our financial results.*** Our results of operations have been, and in future periods, will continue to be significantly impacted by the economy in Hawaii, and to a lesser extent, other markets we are exposed to including California. Approximately 78% of our loan portfolio as of December 31, 2023 was comprised of loans primarily collateralized by real estate, with the significant majority of these loans concentrated in Hawaii. Deterioration of the economic environment in Hawaii, California or other markets we are exposed to, domestic or foreign, including a decline in the real estate market and single-family home resales or a material external shock, may significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. In the event of a default with respect to any of these loans, amounts received upon sale of the collateral may be insufficient to recover outstanding principal and interest on the loan. ***Our real estate loan operations have a considerable effect on our results of operations.*** The performance of our real estate loans depends on a number of factors, including the continued strength of the real estate markets in which we operate. As we have previously seen in the Hawaii and U.S. Mainland construction and real estate markets, the strength of the real estate market and the results of our operations could be negatively affected by an economic downturn. In addition, declines in the market for commercial property could cause some of our borrowers to suffer losses on their projects, which would negatively affect our financial condition, results of operations and prospects. Declines in housing prices and the supply of existing houses for sale could cause residential developers who are our borrowers to suffer losses on their projects and encounter difficulty in repaying their loans. We cannot provide assurance that we will have an adequate allowance for credit losses to cover future losses. If we suffer greater losses than we are projecting, our financial condition and results of operations would be adversely affected. ***Provisions for credit losses and charge-offs of additional loans in the future, could adversely affect our results of operations.*** For the year ended December 31, 2023, we recorded $15.7 million in provision for credit losses. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral for our loans. As a result of a variety of factors, including a decline in local, national or international economic conditions, it is possible that we may experience material credit losses and in turn, decreases to our allowance for credit losses. If that were to occur, we may have to record additional provisions for credit losses which would have an adverse impact on our net income, financial condition and capital ratios. ***Our allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect our results of operations. Additional credit losses may occur in the future and may occur at a rate greater than we have experienced to date.*** As a lender, we are exposed to the risk that our loan customers may not repay their loans according to their terms and that the collateral or guarantees securing these loans may be insufficient to assure repayment. The underwriting and credit monitoring policies and procedures that we have adopted to address this risk may not prevent unexpected losses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. We maintain an allowance for credit losses to provide for loan defaults and non-performance, which also includes increases for new loan growth. While we believe that our allowance for credit losses is appropriate to cover expected losses, we cannot provide assurance that we will not increase the allowance for credit losses further or that regulators will not require us to increase the allowance for credit losses which could have a material adverse effect on our net income and financial condition. Management makes various assumptions and judgments about the collectability of our loan portfolio, which are regularly reevaluated and are based in part on: - current and forecasted economic conditions and their estimated effects on specific borrowers; - an evaluation of the existing relationships among loans, potential credit losses and the present level of the allowance for credit losses; - results of examinations of our loan portfolios by regulatory agencies; and - management's internal review of the loan portfolio. In determining the size of the allowance for credit loss, we rely on an analysis of our loan portfolio, our experience and a third-party economic forecast. If our assumptions prove to be incorrect, our current allowance for credit losses may not be sufficient to cover the losses. In addition, third parties, including our federal and state regulators, periodically evaluate the adequacy of our allowance for credit losses and may communicate with us concerning the methodology or judgments that we have raised in determining the allowance for credit losses. As a result of this input, we may be required to assign different grades to specific credits, increase our provision for credit losses, and/or recognize further loan charge offs which could have a material adverse effect on our net income and financial condition. See Note 1 - Summary of Significant Accounting Policies to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ***Our commercial and industrial loan and commercial real estate loan portfolios expose us to risks that may be greater than the risks related to our other loans.*** Our loan portfolio includes commercial and industrial loans and commercial real estate loans, which are secured by commercial real estate, including but not limited to, structures and facilities to support activities designated as multi-family residential properties, industrial, warehouse, general office, retail, health care and religious dwellings. Commercial and industrial and commercial real estate loans carry more risk as compared to other types of lending, because they typically involve larger loan balances often concentrated with a single borrower or groups of related borrowers. Accordingly, charge-offs on commercial and industrial and commercial real estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. In addition, these loans expose a lender to greater credit risk than loans secured by residential real estate. The payment experience on commercial real estate loans that are secured by income producing properties are typically dependent on the successful operation of the related real estate property and thus, may subject us to adverse conditions in the real estate market or to the general economy. The collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically is longer than residential properties because there are fewer potential purchasers of the collateral. Unexpected deterioration in the credit quality of our commercial or commercial real estate loan portfolios would require us to increase our provision for credit losses, which would reduce our profitability and could materially adversely affect our business, financial condition, results of operations and prospects. Furthermore, such deterioration could require us to raise additional capital. In addition, federal and state banking regulators may require banks with higher levels of commercial real estate loans to implement more stringent underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for credit losses and capital levels as a result of commercial real estate lending growth and exposures. ***We may incur future losses in connection with certain representations and warranties we have made with respect to mortgages that we have sold in the secondary market.*** In connection with the sale of mortgage loans into the secondary market, we make representations and warranties, which, if breached, may require us to repurchase such loans, substitute other loans or indemnify the purchasers of such loans for actual losses incurred in respect to such loans. A substantial decline in residential real estate values in the markets in which we originated such loans could increase the risk of such consequences. While we currently believe our repurchase risk is low, it is possible that requests to repurchase loans could occur in the future and such requests may have a material adverse effect on our financial condition and results of operations. ***Consumer protection initiatives related to the foreclosure process could materially affect our ability as a creditor to obtain remedies.*** In 2011, Hawaii revised its rules for nonjudicial, or out-of-court, foreclosures. Prior to the revision, most lenders used the nonjudicial foreclosure method to handle foreclosures in Hawaii, as the process was less expensive and quicker than going through the court foreclosure process. After the revised rules went into effect, many lenders ended up forgoing nonjudicial foreclosures entirely and filing all foreclosures in court, which has created a backlog and slowed the judicial foreclosure process. Many lenders continue to exclusively use the judicial foreclosure process, making the foreclosure process very lengthy. Additionally, the joint federal-state settlement with several mortgage servicers over abuse of foreclosure practices creates further uncertainty for us and the mortgage servicing industry in general with respect to implementation of mortgage loan modifications and loss mitigation practices going forward. The manner in which these issues are ultimately resolved could impact our foreclosure procedures, which in turn could adversely affect our business, financial condition or results of operations. ***Banking-as-a-Service ("BaaS") collaboration agreements that we may enter into may expose us to credit risk.*** Our BaaS collaboration agreements, as they have in the past, may include loan or line of credit arrangements with our partners and may also include various loss sharing agreements. We typically will require guarantees and/or collateral to protect the Bank against credit risk. However, there is a risk that our partners will be unable to meet their obligations under the agreements. Losses associated with the loans or lines of credit accounts related to BaaS relationships that we may enter into, could have a material adverse effect on our net income, results of operations and financial condition. ### Interest Rate and Liquidity Risks ***Our business is subject to interest rate risk and fluctuations in interest rates may adversely affect our earnings.*** The majority of our assets and liabilities are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings and profitability depend significantly on our net interest income, which is the difference between interest income on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. We expect that we will periodically experience "gaps" in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. If market interest rates should move contrary to our position, this "gap" will work against us and our earnings may be negatively affected. We are unable to predict or control fluctuations of market interest rates, which are affected by many factors, including the following: - inflation; - recession; - market conditions; - changes in unemployment; - the money supply; - international disorder and instability in domestic and foreign financial markets; and - governmental actions. Our asset/liability management strategy may not be able to control our risk from changes in market interest rates and it may not be able to prevent changes in interest rates from having a material adverse effect on our results of operations and financial condition. From time to time, we may reposition our assets and liabilities to reduce our net interest income volatility. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations. ***If we are unable to effectively manage the composition and risk of our investment securities portfolio, which we expect will continue to comprise a significant portion of our earning assets, our net interest income and net interest margin could be adversely affected.*** Our primary sources of interest income include interest on loans, as well as interest earned on investment securities. Interest earned on investment securities represented 11.2% of our interest income in the year ended December 31, 2023, as compared to 13.4% of our interest income in the year ended December 31, 2022. Accordingly, effectively managing our investment securities portfolio to generate interest income while managing the composition and risks (including credit, interest rate and liquidity) associated with that portfolio, including the mix of government agency and non-agency securities, remains important. If we are unable to effectively manage our investment securities portfolio or if the interest income generated by our investment securities portfolio declines, our net interest income and net interest margin could be adversely affected. ***Rising interest rates have decreased the market value of the Company’s fixed-rate investment securities and loan portfolios, and the Company would realize losses if we were required to sell such securities or loans to meet liquidity needs.*** As a result of inflationary pressures and the resulting rapid increases in interest rates initiated by the Federal Reserve over the years, the market values of the Company's fixed-rate investment securities and loan portfolios have declined significantly. While the Company does not currently intend to sell these securities or loans, if the Company were required to sell such securities or loans to meet liquidity needs, it could incur losses, which could impair the Company’s capital, financial condition, and results of operations, thereby negatively impacting our profitability. While the Company has taken actions to maximize its funding sources, there is no guarantee that such actions will be successful or sufficient in the event of sudden liquidity needs. Furthermore, there is no guarantee that government programs or the Company's other borrowing facilities will be effective in addressing the Company's liquidity needs as they arise. ***Our ability to maintain adequate sources of funding and liquidity and required capital levels may be negatively impacted by uncertainty in the economic environment which may, among other things, impact our ability to satisfy our obligations.*** Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of investments or loans, and other sources would have a substantial negative effect on our liquidity which could affect or limit our ability to satisfy our obligations and our ability to grow profitability at the same rate. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically, the financial services industry, or the economy in general. Factors that could detrimentally impact our access to liquidity sources include concerns regarding deterioration in our financial condition, increased regulatory actions against us and a decrease in the level of our business activity as a result of a downturn in the markets in which our loans or deposits are concentrated. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial industry in light of the past turmoil faced by banking organizations and the credit markets. In addition, our financial flexibility could be constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates, including in the current rising interest rate environment. The management of liquidity risk is critical to the management of our business and our ability to service our customer base. In managing our balance sheet, our primary source of funding is customer deposits. Our ability to continue to attract these deposits and other funding sources is subject to variability based upon a number of factors including volume and volatility in the securities' markets, our financial condition, our credit rating and the relative interest rates that we are prepared to pay for these liabilities. The availability and level of deposits and other funding sources is highly dependent upon the perception of the liquidity and creditworthiness of the financial institution, and perception can change quickly in response to market conditions or circumstances unique to a particular company. Concerns about our past and future financial condition or concerns about our credit exposure to other parties could adversely impact our sources of liquidity, financial position, including regulatory capital ratios, results of operations and our business prospects. If our level of deposits were to materially decrease, we would need to raise additional funds by increasing the interest that we pay on certificates of deposits or other depository accounts, seek other debt or equity financing or draw upon our available lines of credit. We rely on commercial and retail deposits, and to a lesser extent, advances from the Federal Home Loan Bank of Des Moines ("FHLB") and the Federal Reserve discount window, to fund our operations. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future if, among other things, our results of operations or financial condition or the results of operations or financial condition of the FHLB were to change. Our line of credit with the FHLB serves as a primary outside source of liquidity. The Federal Reserve discount window also serves as an additional outside source of liquidity. Borrowings under this arrangement are through the Federal Reserve's primary facility under the borrower-in-custody program. The duration of borrowings from the Federal Reserve discount window are generally for a very short period, usually overnight. In the event that these outside sources of liquidity become unavailable to us, we will need to seek additional sources of liquidity, including selling assets. We cannot provide assurance that we will be able to sell assets at a level to allow us to repay borrowings or meet our liquidity needs. We constantly monitor our activities with respect to liquidity and evaluate closely our utilization of our cash assets; however, there can be no assurance that our liquidity or the cost of funds to us may not be materially and adversely impacted as a result of economic, market, or operational considerations that we may not be able to control. ### We rely on the mortgage secondary market for some of our revenue and liquidity. We originate and sell residential mortgage loans. We rely on Federal National Mortgage Association ("Fannie Mae"), Federal Home Loan Mortgage Corporation ("Freddie Mac") and other purchasers to purchase first mortgage loans in order to reduce our credit risk and interest rate risk and provide funding for additional loans we desire to originate. We cannot provide assurance that these purchasers will not materially limit their purchases from us due to capital constraints or other factors, including, with respect to Fannie Mae and Freddie Mac, a change in the criteria for conforming loans. In addition, various proposals have been made to reform the U.S. residential mortgage finance market, including the role of Fannie Mae and Freddie Mac. The exact effects of any such reforms are not yet known, but may limit our ability to sell conforming loans to Fannie Mae or Freddie Mac. In addition, mortgage lending is highly regulated, and our inability to comply with all federal and state regulations and investor guidelines regarding the origination, underwriting, documentation and servicing of mortgage loans may also impact our ability to continue selling mortgage loans. If we are unable to continue to sell loans in the secondary market, our ability to fund, and thus originate, additional mortgage loans may be adversely affected, which could have a material adverse effect on our business, financial condition or results of operations. ***We are required to act as a source of financial and managerial strength for our Bank.*** We are required to act as a source of financial and managerial strength to the Bank. We may be required to commit additional resources to the Bank at times when we may not be in a financial position to provide such resources or when it may not be in our, or our shareholders’ best interests to do so. Providing such support is more likely during times of financial stress for us and the Bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. In addition, any capital loans we make to the Bank are subordinate in right of payment to depositors and to certain other indebtedness of the Bank. ### We rely on dividends from our subsidiary for most of our revenue and liquidity. Because we are a holding company with no significant operations other than our Bank, we depend upon dividends from our Bank for a substantial portion of our revenue and our liquidity, including as the source of funds for payment of interest and principal on our holding company debt obligations. Hawaii law only permits the Bank to pay dividends out of retained earnings as defined under Hawaii banking law ("Statutory Retained Earnings"), which differs from GAAP retained earnings. As of December 31, 2023, the Bank had Statutory Retained Earnings of $169.1 million. In addition, regulatory authorities could limit the ability of the Bank to pay dividends to CPF. The inability to receive dividends from the Bank could have a material adverse effect on our financial condition, results of operations and prospects. Our ability to pay cash dividends to our shareholders is subject to restrictions under federal and Hawaii law, including restrictions imposed by the FRB and covenants set forth in various agreements we are a party to, including covenants set forth in our subordinated debentures and subordinated notes. We cannot provide any assurance that we will continue to pay dividends to our shareholders. ### Risks Related to the Operation of Our Business ***Agreements with BaaS partners that we may enter into may produce limited revenue and may expose us to liability for compliance violations by BaaS partners and may require additional resources to review and monitor performance by our BaaS partners.*** We previously announced the launch of our BaaS initiative with the goal of expanding our services in Hawaii and on the U.S. Mainland by collaborating with and investing in fintech companies. We may enter into agreements with other BaaS partners pursuant to which we will provide certain banking services for the BaaS partner customers. Ensuring contractual and regulatory compliance with these agreements will require additional internal and external resources which will increase our compliance costs and could adversely affect our business. Our agreements with our partners will also have varying terms and may be terminated by the parties under certain circumstances. If our BaaS partners are not successful in achieving customer acceptance of their programs or terminate the agreements before the end of their respective terms, our revenue under the various agreements may be limited or may cease altogether. There is a risk that our BaaS partners may change their strategic focus or business model; these changes could impact the Company’s business arrangements that we may enter into with our BaaS partners and may adversely impact the Company's financial projections and financial returns on our BaaS programs. In addition, our regulators may hold us responsible for the activities of our partners with respect to various aspects of the marketing or administration of their programs, which may result in increased operational and compliance costs for us or potentially compliance violations as a result of BaaS partner activities, any of which could have a material adverse effect on our financial condition or results of operations. ***The strategy of offering BaaS has been adopted by other institutions with which we compete.*** Other banks and institutions have instituted BaaS strategies similar to ours. As a consequence, we anticipate that we will encounter competition in this area currently and in the future. This competition may increase our costs, reduce our revenues or revenue growth or make it difficult for us to compete effectively in obtaining these relationships. Additionally, the BaaS model has faced recent challenges due to macroeconomic conditions, regulatory scrutiny and overall risk exposure. ***Managing reputational risk is important to attracting and maintaining customers, investors and employees.*** Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, negative sentiment about our business, unethical practices, employee mistakes, misconduct or fraud, failure to deliver minimum standards of service or quality, failure of any product or service offered by us to meet our customers’ expectations, compliance deficiencies, government investigations, litigation, and questionable, unlawful or fraudulent activities of our partners, contract counterparties, employees or customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective to address reputational threats in all circumstances. Negative publicity regarding our business, employees, partners, contracting counterparties, employees or customers, with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental scrutiny and regulation. ***Our deposit customers may pursue alternatives to deposits at our Bank or seek higher yielding deposits causing us to incur increased funding costs.*** Checking and savings account balances and other forms of deposits can decrease when our deposit customers perceive alternative investments, such as the stock market or other non-depository investments, as providing superior expected returns or seek to spread their deposits over several banks to maximize FDIC insurance coverage. Furthermore, technology and other changes have made it more convenient for the Bank's customers to transfer funds into alternative investments including products offered by other financial institutions or non-bank service providers. Increases in short-term interest rates could increase transfers of deposits to higher yielding deposits. Efforts and initiatives that we undertake to retain and increase deposits, including deposit pricing, can increase our costs. When the Bank's customers move money out of bank deposits in favor of alternative investments or into higher yielding deposits, or spread their accounts over several banks, we can lose a relatively inexpensive source of funds, thus increasing our funding costs. ### Failure to manage our growth may adversely affect our performance. Our financial performance and profitability depend on our ability to manage past and possible future growth. Continued organic growth and any future acquisitions we may make may present operating, integration, regulatory, management and other issues that could have a material adverse effect on our business, financial condition, results of operations and cash flows. ***Failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely affect our ability to report our financial condition and results of operations accurately and on a timely basis.*** A failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely affect our ability to report our financial results accurately and on a timely basis, which could result in a loss of investor confidence in our financial reporting or adversely affect our access to sources of liquidity. Furthermore, because of the inherent limitations of any system of internal control over financial reporting, including the possibility of human error, the circumvention or overriding of controls and fraud may not prevent or detect all misstatements even with effective internal controls. Frequent or rapid changes in procedures, methodologies, systems, personnel and technology exacerbate the challenges of developing and maintaining a system of internal controls and can increase the cost and level of effort to develop and maintain such systems. ***Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.*** Periodically the Financial Accounting Standards Board ("FASB") and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain assumptions or estimates that we have previously used in preparing our financial statements, which could adversely affect our business, financial condition and results of operations. See Note 1 - Summary of Significant Accounting Policies to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ***Financial services companies depend on the accuracy and completeness of information about customers and counterparties.*** In deciding whether to extend credit or enter into other transactions, we rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on our business and, in turn, our financial condition and results of operations. ### We operate in a highly competitive industry and market area. We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional and community banks within the various markets we operate. Additionally, various out of state banks conduct business in the market areas in which we currently operate. We also face competition from many other types of financial institutions, including without limitation, savings banks, credit unions, finance companies, financial service providers, including mortgage providers and brokers, operating via the internet and other technology platforms, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can virtually offer any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Technology has also lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. Our ability to compete successfully depends on a number of factors, including, among other things: - the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets; - the ability to expand our market position; - the scope, relevance and pricing of products and services offered to meet customer needs and demands; - the rate at which we introduce new products and services relative to our competitors; - customer satisfaction with our level of service; and - industry and general economic trends. Failure to perform in any of these areas could significantly weaken our competitive position and adversely affect our growth and profitability, which in turn, could have a material adverse effect on our financial condition and results of operations. In addition, the soundness of our financial condition may also affect our competitiveness. Customers may decide not to do business with the Bank due to its financial condition. ***We are subject to environmental liability risk associated with our bank branches and any real estate collateral we acquire upon foreclosure.*** During the ordinary course of business, we may foreclose on and take title to properties securing certain loans that we have originated or acquired. We also own several of our branch locations and are building new branch locations in the State of Hawaii. For any real property that we may possess, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage and costs of complying with applicable environmental regulatory requirements. Failure to comply with such requirements can result in penalties. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property's value or limit our ability to use, sell or lease the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our business, financial condition or results of operations. ***Our business could be adversely affected by unfavorable actions from rating agencies.*** Ratings assigned by ratings agencies to us, our affiliates or our securities may impact the decision of certain customers, or institutions in particular, to do business with us. A rating downgrade or a negative rating could adversely affect our deposits, our ability to access the capital markets on favorable terms and our business relationships. ***Our operational risks include risks associated with third-party vendors and other financial institutions.*** We rely upon certain third-party vendors to provide products and services necessary to maintain our day-to-day operations, including, providing the core processing system that services the Bank, as well as data processing and storage, online and mobile banking interfaces and services, internet connections, telecommunications, and network access. Accordingly, our operations are exposed to the risk that these vendors might not perform in accordance with applicable contractual arrangements or service level agreements, as the vendors may experience service outages, cybersecurity attacks, data breaches, or other events that may impair their ability to provide fully functioning systems or other services. The failure of an external vendor to perform in accordance with applicable contractual arrangements or service level agreements could be disruptive to our operations and could have a material adverse effect on our business, financial condition or results of operations, and/or damage our reputation. Further, third-party vendor risk management continues to be an area of high regulatory focus. Failure to follow applicable regulatory guidance in this area could expose us to regulatory actions. The ongoing operation of many financial institutions may be closely interrelated as a result of credit, trading, execution of transactions or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This risk may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which we interact on a daily basis, and, therefore, could adversely affect us. Any of these operational or other risks could materially adversely affect our business, financial condition and results of operations. ### Risks Related to Legal, Compliance and Regulatory Matters ***Governmental regulation and regulatory actions against us may impair our operations or restrict our growth.*** As a regulated financial institution, we are subject to significant governmental supervision and regulation. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Statutes and regulations affecting our business as well as the interpretation of these statutes and regulations by examining authorities may be subject to change at any time. In addition, regulations may be adopted that increase expenses associated with running our business and adversely affect our earnings. There can be no assurance that such statutes and regulations, any changes thereto or to their interpretation will not adversely affect our business. In particular, these statutes and regulations, and any changes thereto, could subject us to additional costs (including legal and compliance costs), limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. In addition to governmental supervision and regulation, we are subject to changes in other federal and state laws, including changes in tax laws, which could materially affect us and generally affect the banking industry. We are subject to the rules and regulations of the FRB, the FDIC and the DFI, and certain rules and regulations promulgated by the CFPB. In addition, we are subject to the rules and regulation of the NYSE and the SEC and are subject to enforcement actions and other punitive actions by these agencies. If we fail to comply with federal and state regulations, the regulators may limit our activities or growth, impose fines on us or in the case of our regulators, ultimately require our Bank to cease its operations. Bank regulations can hinder our ability to compete with financial services companies that are not regulated in the same manner or are less regulated. Federal and state bank regulatory agencies regulate many aspects of our operations. These areas include: - capital that must be maintained; - types of activities that can be engaged in; - types and amounts of investments that can be made; - locations of offices; - insurance of deposits and the premiums that must be paid for this insurance; - procedures and policies must be paid; - conditions and restrictions on our executive compensation; and - how much cash must be set aside as reserves for deposits. In addition, bank regulatory authorities may bring enforcement actions against banks and bank holding companies, including CPF and the Bank, for unsafe or unsound practices in the conduct of their businesses or for violations of any law, rule or regulation. Enforcement actions against us, including any condition imposed in writing by the appropriate bank regulatory agency or any written agreement with the authority, could include a federal conservatorship or receivership for the Bank, the issuance of additional orders that could be judicially enforced, the imposition of civil monetary penalties, the issuance of directives to enter into a strategic transaction, whether by merger or otherwise, with a third-party, the termination of insurance of deposits, the issuance of removal and prohibition orders against institution-affiliated parties, and the enforcement of such actions through injunctions or restraining orders. In addition, as we approach, and if we were to exceed $10 billion in assets, we may be subject to enhanced CFPB examination and our compliance costs would increase. ***We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.*** The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control and compliance with the Foreign Corrupt Practices Act. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could materially and adversely affect our business, financial condition and results of operations. ***Regulatory capital standards impose enhanced capital adequacy requirements on us.*** Increased regulatory capital requirements and the associated compliance costs that were adopted by federal banking regulators, impose additional capital requirements on our business. The administration of existing capital adequacy laws as well as the adoption of new laws and regulations relating to capital adequacy, or more expansive or aggressive interpretations of existing laws and regulations, could have a material adverse effect on our business, liquidity, financial condition and results of operations and could substantially restrict our ability to pay dividends, repurchase any of our capital stock, or pay executive bonuses. In addition, increased regulatory capital requirements as well as our financial condition could require us to raise additional capital, which would dilute our existing shareholders at the time of such capital issuance. ***Costs of compliance with environmental laws and regulations are significant, and the cost of compliance with new environmental laws, including limitations on emissions relating to climate change, could adversely affect our financial condition and results of operations.*** Our operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements require us to incur costs for, installation and operation of pollution control equipment, emissions monitoring and fees, remediation and permitting at our branches and other facilities, among other things. These expenditures and other associated costs associated with compliance have been significant in the past and may increase in the future, which could have an adverse effect on our financial condition and results of operations. ### We are subject to various legal claims and litigation. From time to time, customers, employees and others whom we do business with, or are regulated by, as well as our shareholders, can make claims and take legal action against us. Regardless of whether these claims and legal actions are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the market perception of us and our products and services, as well as impact customer demand for our products and services. Any financial liability or reputational damage could have a material adverse effect on our business and in turn, could have a material adverse effect on our financial condition and results of operations. Even if these claims and legal actions do not result in a financial liability or reputational damage, defending these claims and actions have resulted in, and will continue to result in, increased legal and professional services costs, which adds to our noninterest expense and negatively impacts our results of operations. ### Risks Related to an Investment in the Company's Securities ### The market price of our common stock could decline. The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of our common stock. Among the factors that could affect our stock price are: - failure to comply with all of the requirements of any governmental orders or agreements we may become subject to and the possibility of resulting action by the regulators; - deterioration of asset quality; - the incurrence of losses; - actual or anticipated quarterly fluctuations in our operating results and financial condition; - changes in revenue or earnings/losses estimates or publication of research reports and recommendations by financial analysts; - failure to meet analysts' revenue or earnings/losses estimates; - speculation in the press or investment community; - strategic actions by us or our competitors, such as mergers, acquisitions, restructurings, changes in products or markets, or public offerings; - additions or departures of key personnel; - actions by institutional shareholders; - fluctuations in the stock price and operating results of our competitors; - future sales of other equity or debt securities, including our common stock; - general market conditions and, in particular, developments related to market conditions for the financial services industry; - proposed or adopted regulatory changes or developments; - breaches in our security systems and loss of customer data; - anticipated or pending investigations, proceedings or litigation that involve or affect us; or - domestic and international economic factors unrelated to our performance. The stock market generally may experience significant volatility. In addition, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. Accordingly, the common stock that is purchased by individual shareholders may trade at a price lower than when they were purchased. Volatility in the market price of our common stock may prevent individual shareholders from being able to sell their shares when they want or at prices they find attractive. A significant decline in our stock price could result in substantial losses for shareholders and could lead to costly and disruptive securities litigation. ***Anti-takeover provisions in our restated articles of incorporation and bylaws and applicable federal and state law may limit the ability of another party to acquire us or a significant block of common stock, which could cause our stock price to decline.*** Various provisions of our restated articles of incorporation and bylaws and certain other actions we have taken could delay or prevent a third-party from acquiring us, even if doing so might be beneficial to our shareholders. This includes the authorization to issue "blank check" preferred stock by action of the Board of Directors acting alone without obtaining shareholder approval among other things. In addition, applicable provisions of federal and state law require regulatory approval in connection with certain acquisitions of our common stock and super-majority voting provisions in connection with certain transactions. In particular, both federal and state law limit the ownership acquisition for certain percentage thresholds of our common stock without providing prior notice to the regulatory agencies, obtaining prior regulatory approval or non-objection, or being able to rely on an exemption from such acquisition. See the "Supervision and Regulation" section. We are also subject to the provisions of the Hawaii Control Share Acquisitions Act, which prohibits the consummation of a “control share acquisition” (with threshold ranges starting at 10% and set at 10% intervals up to a majority) unless approved by our shareholders or otherwise exempt. Unless approved or otherwise exempt, for a period of one year after acquisition, the shares acquired by a person in a control share acquisition will be (i) denied voting rights, (ii) be nontransferable, and (iii) be subject to redemption at our option. Collectively, these provisions of our restated articles of incorporation and bylaws in addition to applicable federal and state law may prevent a merger or acquisition that would be attractive to shareholders, limit the ability of another party to acquire a significant block of our common stock, and could limit the price investors would be willing to pay in the future for our common stock. ***Our common stock is equity and therefore is subordinate to our subsidiaries' indebtedness and preferred stock.*** Our common stock constitutes equity interests and does not constitute indebtedness. As such, common stock will rank junior to all current and future indebtedness and other non-equity claims on us with respect to assets available to satisfy claims against us, including in the event of our liquidation. CPF, the Bank, and our other subsidiaries may incur additional indebtedness from time to time and may increase our aggregate level of outstanding indebtedness. As of December 31, 2023, we had (i) $50.0 million in face amount of trust preferred securities outstanding with accrued and unpaid dividends thereon of $0.2 million, (ii) $55.0 million in principal amount of subordinated notes outstanding with accrued and unpaid interest thereon of $0.4 million and (iii) $50.0 million in FHLB long-term advances outstanding with accrued and unpaid dividends thereon of $6 thousand. Additionally, common stock holders are subject to the prior dividend and liquidation rights of any preferred stock holders that may be outstanding from time to time. The Board of Directors is authorized to cause us to issue additional classes or series of preferred stock without any action on the part of our stockholders. If we issue preferred shares in the future that have a preference over our common stock with respect to the payment of dividends or upon liquidation, or if we issue preferred shares with voting rights that dilute the voting power of the common stock, then the rights of holders of our common stock or the market price of our common stock could be adversely affected. ***There is a limited trading market for our common stock and as a result, shareholders may not be able to resell their shares at or above the price they pay for them or at the time they otherwise may desire.*** Although our common stock is listed for trading on the NYSE, the volume of trading in our common shares is lower than many other companies listed on the NYSE. A public trading market with depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common shares at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. As a result, shareholders may not be able to resell their common stock at or above the price they pay or at the time they otherwise may desire. ### The soundness of other financial institutions could adversely affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry have generally led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. There is no assurance that any such losses would not materially and adversely affect our results of operations. ***Our common stock is not insured and shareholders could lose the value of their entire investment.*** An investment in our common stock is not a deposit and is not insured against loss by the government or any governmental agency. ### Risks Related to Technology ### We continually encounter technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. In addition, there are a limited number of qualified persons in our local marketplace with the knowledge and experience required to effectively maintain our information technology systems and implement our technology initiatives. Failure to successfully attract and retain qualified personnel, or keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations. ***The occurrence of fraudulent activity, data privacy breaches, failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition and results of operations.*** As a financial institution, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed against us, our customers or our business partners (including by our own employees and consultants), which may result in financial losses or increased costs to us or our customers or our business partners, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation, or damage to our reputation. Such fraudulent activity may take many forms, including: check fraud, electronic fraud, wire fraud, phishing, social engineering, and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us, our vendors, or our clients, denial or degradation of service attacks, and malware or other cyber-attacks. In recent periods, there continues to be a rise in electronic fraudulent activity, security breaches, and cyber-attacks within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting commercial bank accounts. Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity, security breaches, and cybersecurity-related incidents in recent periods. Moreover, in recent periods, several large corporations, including financial institutions and retail companies, have suffered major data breaches, in some cases exposing not only confidential and proprietary corporate information, but also sensitive financial and other personal information of their customers and employees and subjecting them to potential fraudulent activity. Some of our clients may have been affected by these breaches, which increase their risks of identity theft, credit card fraud and other fraudulent activity that could involve their accounts with us. Information pertaining to us and our clients is maintained, and transactions are executed, on the networks and systems of us, our clients and certain of our third-party partners, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our clients against fraud and security breaches and to maintain our clients' confidence. Breaches of information security also may occur, and in infrequent cases have occurred, through intentional or unintentional acts by those having access to our systems or our clients' or counterparties' confidential information, including employees. In addition, increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions, as well as the technology used by our clients to access our systems. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent data security breaches and cyber-attacks and periodically test our security, we may fail to anticipate or adequately mitigate breaches of security or experience data privacy breaches that could result in loss of business to us and/or our clients, damage to our reputation, incurrence of additional expenses, disruption to our business, our inability to grow our online services or other businesses, additional regulatory scrutiny or penalties, including resulting violations of law (whether federal or in one or more states) or our exposure to civil litigation and possible financial liability — any of which could have a material adverse effect on our business, financial condition and, results of operations. More generally, publicized information concerning security and cyber-related problems and other data privacy breaches could inhibit the use or growth of digital or web-based applications or solutions as a means of conducting commercial or retail transactions. Such publicity may also cause damage to our reputation as a financial institution, which could have a material adverse effect on our business, financial condition, and results of operations. See "Cybersecurity" under Part I, Item 1C for a further discussion of cybersecurity risk management, strategy and governance. ### General Risk Factors ***We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.*** Competition for qualified employees and personnel in the banking industry is intense and there is a limited number of qualified persons with knowledge of, and experience in, the regional banking industry, especially in the Hawaii market. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant degree upon our ability to attract and retain qualified management, loan origination, finance, administrative, marketing, and technical personnel, and upon the continued contributions of our management and personnel. In particular, our success has been and continues to be highly dependent upon the abilities of key executives, including our President and Chief Executive Officer, our Senior Executive Vice President and Chief Financial Officer, and our other executive officers and certain other employees. ***Natural disasters and other external events (including pandemic viruses or disease) could have a material adverse effect on our financial condition and results of operations.*** Our branch offices as well as a substantial majority of our loan portfolio is in the State of Hawaii. As a result, natural disasters and other severe weather occurrences such as tsunamis, volcanic eruptions, hurricanes, wildfires and earthquakes and other adverse external events, including the effects of any pandemic viruses or diseases (such as the COVID-19 pandemic), could have a significant effect on our ability to conduct our business and adversely affect the tourism and visitor industry in the State of Hawaii. Such events could affect the ability of our borrowers to repay their outstanding loans, impair the value of collateral securing our loans, cause significant property damage, result in loss of revenue, adversely impact our deposit base and/or cause us to incur additional expenses. Accordingly, the occurrence of any such natural disasters, severe weather events, or other occurrences over which we have no control could have a material adverse effect on our business, which, in turn, could adversely affect our financial condition and results of operations. ### Climate change could have a material adverse effect on us and our customers. Our business, as well as the operations and activities of our customers, could be negatively impacted by climate change. Climate change presents both immediate and long-term risks to us and our clients, and these risks are expected to increase over time. Climate change presents multi-faceted risks, including: operational risk from the physical effects of climate events on our Bank and our customers’ facilities and other assets; credit risk from borrowers with significant exposure to climate risk; transition risks associated with the transition to a less carbon-dependent economy; and reputational risk from stakeholder concerns about our practices related to climate change, our carbon footprint, and our business relationships with clients who operate in carbon-intensive industries. Hawaii, where our business is located, and where a substantial portion of our customers and loan collateral is located, could be impacted by the effects of climate change, including increased frequency or severity of storms, hurricanes, floods, droughts, and rising sea levels. These effects can disrupt business operations, damage property, devalue assets and change consumer and business preferences, which may adversely affect borrowers, increase credit risk and reduce demand for our products and services. At this time, we have not experienced material losses from climate change; however, we are aware that its impact may increase in the future. Climate change, its effects and the resulting, unknown impacts could have a material adverse effect on our financial condition and results of operations. Federal and state banking regulators and supervisory authorities, investors, and other stakeholders have increasingly viewed financial institutions as important in helping to address the risks related to climate change both directly and with respect to their clients, which may result in financial institutions coming under increased pressure regarding the disclosure and management of their climate risks and related lending and investment activities. Given that climate change could impose systemic risks upon the financial sector, either via disruptions in economic activity resulting from the physical impacts of climate change or changes in policies as the economy transitions to a less carbon-intensive environment, we may face regulatory risk of increasing focus on our resilience to climate-related risks, including in the context of stress testing for various climate stress scenarios. Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit, and reputational risks and costs. With the increased importance and focus on climate change, we are in the process of creating governance processes around climate change-related risks and integrating climate considerations into our risk governance framework. Nonetheless, the risks associated with climate change are rapidly changing and evolving in an escalating fashion, making them difficult to assess due to limited data and other uncertainties. We could experience increased expenses resulting from strategic planning, litigation, and technology and market changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced investor and stakeholder confidence due to our response to climate change and our climate change strategy, which, in turn, could have a material adverse effect on our business, results of operations, and financial condition. ## Cybersecurity As filed, 6,677 characters. Cybersecurity remains a top financial services industry risk due to increases in the quantity and sophistication of cyberattacks, which include ransomware, supply chain, and other prevalent attack methods resulting in unauthorized access to systems or sensitive data. The Company maintains a formal and comprehensive enterprise-wide Information Security and Cybersecurity Program (the "Information Security Program") that protects the confidentiality, integrity, and availability of the Company’s information assets and to manage reasonably foreseeable cybersecurity risks and threats. The Information Security Program includes a threat intelligence program, policies and procedures, multi-layered cybersecurity technical safeguards, third-party security risk assessments, a formal incident response program, mandatory trainings for employees and independent contractors upon hire and regularly thereafter, compliance to banking regulations, annual audits, and reviews of vendors who handle sensitive information. ### Governance As a regulated financial institution, the Company must adhere to the security requirements and expectations of the applicable regulatory agencies, which include requirements related to cybersecurity, data privacy, vendor security risk management, systems availability, and business continuity planning, among others. The regulatory agencies have established responsibility guidelines for the Board of Directors and senior management, which include establishing policy, appointing and training personnel, implementing review and testing functions, and ensuring an appropriate frequency of reporting. The Company is examined annually, and its Information Security Program, policies and standards are designed to meet regulatory requirements and industry standards to implement physical, administrative, and technical controls to comply with the Gramm-Leach-Bliley Act ("GLBA"), Sarbanes-Oxley Act ("SOX") of 2002, and industry frameworks such as the Federal Financial Institutions Examination Council ("FFIEC"). The Board of Directors overall, including the Board Risk Committee more specifically, oversees cybersecurity risk. The Executive Committee overall, and the Chief Legal Officer, Chief Technology Officer, and Information Security Manager more specifically, manages cybersecurity risk and the associated programs at the operational level. Regular updates on cybersecurity are provided to the Management Risk Committee, to the Board Risk Committee and/or the Board of Directors. ### Risk Management and Strategy The Company has complex information systems used for a variety of functions by customers, employees, and vendors. In addition, third parties with which the Company does business or that facilitate business activities (e.g., vendors, exchanges, clearing houses, central depositories and financial intermediaries) could also be sources of cybersecurity risk to the Company, including breakdowns or failures of their systems, misconduct by the employees of such parties, or cyberattacks which could affect their ability to deliver a product or service to the Company. Our systems are regularly targeted by attacks aimed at disrupting services, misusing or accessing customer data without authorization, seeking financial extortion, or executing fraudulent activities. To date, no such incidents have significantly impacted the Company’s operations or adversely affected our customers, nor have they materially influenced our operational results. Nevertheless, it is important to acknowledge that we cannot guarantee the prevention or detection of sophisticated cyber-attacks. In the event of significant service disruptions, unauthorized access leading to the misuse of customer information, or fraudulent activities affecting our or third-party systems, the Company may face operational, regulatory, legal, and reputational challenges, which could adversely affect our business and financial conditions. The Company’s Information Security Program includes key program stakeholders who meet regularly to discuss and execute on continually improving the Company’s Information Security Program through ongoing initiatives. The Company’s Information Security Program focuses on the following key areas to mitigate cyber risks: i. **Risk Assessment –** At least annually, a risk assessment is conducted that incorporates security assessments and testing conducted throughout the year, ongoing and completed security initiatives, evaluation of the cyber threat landscape, compliance, incidents, etc. The assessment results are presented to executive management and the Board of Directors. ii. **Technical Safeguards –** Multi-layered controls, defenses, and continuous monitoring tools are used to protect, detect, and respond to cyber threats and incidents. External independent assessments, regular threat intelligence review, and lessons learned from incident response drive continuous tool and process improvements. iii.**Incident Response and Recovery** - The Company's formal Incident Response and Business Continuity Programs establish a clear, consistent, standard, and organized process by which cybersecurity incidents will be promptly responded to by the Company's incident response teams. iv. **Third-Party Risk Management –** The Company's formal vendor management program includes security risk assessments requiring the vendor to meet or exceed appropriate security requirements prior to the hosting or sharing of sensitive information by third parties. The Company’s standard contract provisions obligate third-party compliance with industry standard security protections. v. **Education and Awareness** - The Company conducts cybersecurity training, both formally through mandatory courses and informally through written communications and other updates. Employees are tested periodically with phishing tests to reinforce training. The Company has held webinars and also sends periodic emails to its customers with tips and suggestions to protect themselves against cybersecurity incidents. ### External Assessments The Company’s Information Technology and Information Security Departments are examined annually by our financial institution regulator, which includes reviewing our risk management activities to ensure we are properly and adequately managing our risks appropriate to the size and complexity of our business and operations. In addition to annual examinations, the Company's Information Security Program, policies and practices, and cyber posture is subject to regular external independent reviews including annual audits, annual penetration tests, and quarterly third-party cyber risk assessments. ## Properties As filed, 773 characters. We hold title to the land and building in Honolulu, Hawaii where our Main branch office and headquarters are located, as well as other branch and operations offices throughout the State of Hawaii. In addition, we occupy or hold leases for approximately 30 other properties including office space for our remaining branches. These leases expire on various dates through 2045 and generally contain renewal options for periods ranging from 5 to 15 years. For additional information relating to properties we own or lease and the related lease rental expense and commitments as of December 31, 2023, see Note 5 - Premises and Equipment and Note 15 - Operating Leases to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ## Legal proceedings As filed, 486 characters. Certain claims and lawsuits arising in the ordinary course of business have been filed or are pending against us. In the opinion of management, all such matters are of a nature that, if disposed of unfavorably, would not have a material adverse effect on our consolidated results of operations or financial position. See Note 19 - Contingent Liabilities and Other Commitments to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ## Management's discussion and analysis As filed, 132,369 characters. Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements under "Part II, Item 8. Financial Statements and Supplementary Data." ### Introduction We are a bank holding company that, through our banking subsidiary, Central Pacific Bank, offers full service commercial banking in the State of Hawaii. We strive to provide exceptional customer service and products that meet our customers' needs. Our products and services consist primarily of the following: - *Loans*: Our loans consist of commercial and industrial, commercial mortgage, and construction loans to small and medium-sized companies, business professionals, and real estate investors and developers, as well as residential mortgage, home equity, and consumer loans to local homeowners and individuals. Our lending activities contribute to a key component of our revenues reported in interest income. - *Deposits*: We offer a full range of deposit products and services including: checking, savings and time deposits, cash management, and digital banking services. We also maintain a broad branch and ATM network in the State of Hawaii. The interest paid on such deposits has a significant impact on our interest expense, an important factor in determining our earnings. In addition, fees and service charges on deposit accounts contribute to our revenues. Additionally, we offer wealth management products and services, such as non-deposit investment products, annuities, investment management, asset custody and general consultation and planning services. ### Executive Overview The year 2023 proved to be a challenging operating environment with the failures of certain significant regional banks in the first half of 2023, stock market volatility caused by fears of a national economic recession, and a significant rise in market interest rates combined with an inverted yield curve. Additionally, the August 2023 wildfires in Maui have had a direct, significant impact on the State of Hawaii. Despite these challenges, we believe we delivered solid financial performance while managing and mitigating risks that arose in 2023. - We recorded net income of $58.7 million, or $2.17 per diluted common share in 2023, compared to $73.9 million, or $2.68 per diluted common share in 2022. Net income in 2023 included a provision for credit losses of $15.7 million, compared to a credit to the provision of $1.3 million in 2022. - We recorded pre-provision net revenue ("PPNR") of $92.5 million, compared to $97.5 million in 2022. (See Table 3 - Pre-Provision Net Revenue for a reconciliation of this non-GAAP financial measure.) - We recorded return on average assets ("ROA") and return on average shareholders' equity ("ROE") ratios of 0.78% and 12.38%, respectively, in 2023, compared to ROA and ROE ratios of 1.01% and 15.47%, respectively, in 2022. - Asset quality remains strong as our nonperforming assets totaled $7.0 million, or 0.09% of total assets at December 31, 2023, compared to $5.3 million, or 0.07% of total assets at December 31, 2022. - Our loan portfolio declined by $116.5 million, or 2.1% in 2023, primarily due to planned run-off of our U.S. Mainland purchased consumer portfolio, combined with lower origination activity primarily due to the significant rise in market interest rates which began in 2022. Our Hawaii loan portfolio grew by $42.4 million, or 0.9% in 2023. - We realized deposit growth of $111.4 million, or 1.7% in 2023. Our core deposit portfolio declined by $89.0 million, or 1.5% primarily due to the continued migration from demand deposits to time deposits and off-balance sheet money market accounts. - Our capital position and consistent profitability allowed us to pay cash dividends of $1.04 per share in 2023. In addition, in 2023 we repurchased an aggregate of 130,010 shares of common stock under our share repurchase program at an aggregate cost of $2.6 million, or an average of $20.24 per share. ### Business Environment The majority of our operations are concentrated in the State of Hawaii. As a result, our performance is significantly influenced by the strength of the real estate markets, the tourism industry and economic environment in Hawaii. Macroeconomic conditions also influence our performance. A favorable business environment is generally characterized by expanding gross state product, low unemployment and rising personal income; while an unfavorable business environment is characterized by the reverse. On August 8, 2023, a series of wildfires broke out on the Island of Maui, in Kula, Upcountry Maui, Kihei, and most devastatingly in the town of Lahaina. The wildfires took the lives of at least 100 people and destroyed over 2,200 structures, of which approximately 86% were residential homes. The disaster area had more than 800 business establishments with about 7,000 employees. Visitors to Maui decreased by approximately 57% in September 2023 compared to September 2022 and has started to recover as West Maui officially reopened to visitors in early October 2023 and government officials are encouraging travelers to return to Maui, while avoiding the affected area, to support its economic recovery. In December 2023, visitors to Maui were down by approximately 25% compared to December 2022. The unemployment rate for the Island of Maui was 8.4% in September 2023 and has since improved to 5.5% in December 2023. The Company did not sustain any damages to its facilities on Maui. As of December 31, 2023, the Company had approximately $103 million in loans to borrowers in Lahaina, Maui, of which the Company has estimated $90 million were not impacted by the Maui wildfires and $11 million sustained damage but was covered by insurance and/or land. In response to the Maui wildfires, the Company provided three to six months interest and/or principal loan payment deferrals to customers who were directly impacted by the wildfires on a case-by-case basis. The Company granted 146 loan payment deferrals on loan balances totaling $31.6 million as of December 31, 2023. While the Maui wildfires led to significant near term economic losses on the Island of Maui, there may be limited adverse effects on the broader Hawaii economy. Although Maui represents a significant share of Hawaii's tourism, and total visitors to Hawaii have fallen, some would-be visitors to Maui have shifted their travel to the other Hawaiian Islands, such as Oahu, Kauai or Hawaii Island. Prior to the Maui wildfires, Hawaii’s economy continued its recovery from the COVID-19 pandemic. According to the latest available statistics from the Hawaii Tourism Authority ("HTA"), a total of 9.6 million visitors arrived to the Hawaiian Islands in the year ended December 31, 2023, mainly from the U.S. Mainland. This was a 4.4% increase from the 9.2 million visitors in 2022, and represents a recovery of approximately 93% from the 10.4 million visitors during the pre-pandemic and record year in 2019. Japanese visitor arrivals in the year ended December 31, 2023 continued to increase modestly; however, were only at around 36% of pre-pandemic 2019, or around 49% in the month of December 2023 compared to December 2019. The HTA also reported that total spending by visitors was $20.78 billion in the year ended December 31, 2023, which increased by approximately 5.5% from the $19.70 billion in the year ended December 31, 2022, and increased by approximately 17.3% from $17.72 billion in pre-pandemic 2019. According to a recent report by the State of Hawaii's Department of Business, Economic Development and Tourism ("DBEDT"), total visitor arrivals are expected to increase to approximately 9.8 million in 2024 and visitor spending is expected to be approximately $21.63 billion in 2024. The Department of Labor and Industrial Relations reported that Hawaii's seasonally adjusted annual unemployment rate was 2.9% in the month of December 2023. The unemployment rate of 2.9% in December 2023 fell below the national seasonally adjusted unemployment rate of 3.7%. DBEDT projects Hawaii's seasonally adjusted annual unemployment rate to be around 2.8% in 2024. Hawaii's economy is measured by the growth of real personal income and real gross state product. DBEDT is expected to report real personal income declined by approximately 1.5% but real gross state product grew by approximately 1.9% for 2023. DBEDT projects real personal income to grow by 1.0% and real gross state product to grow by 1.3% for 2024. Real estate lending is a primary focus for us, including residential mortgage and commercial mortgage loans. As a result, we are dependent on the strength of Hawaii's real estate market. According to the Honolulu Board of Realtors, the median resale price for a single-family home on Oahu fell just short of $1 million in December 2023. For the year ended December 31, 2023, the median price for a single-family home on Oahu was $1,050,000, representing a decrease of 5.0% from the median resale price of $1,105,000 for the year ended December 31, 2022. The median resale price for condominiums on Oahu was $508,500 for the year ended December 31, 2023, representing a decrease of 0.3% from the median resale price of $510,000 for the year ended December 31, 2022. Oahu unit sales volume decreased by 26.3% for single-family homes, and decreased by 28.0% for condominiums in 2023 from 2022 due to the significant rise in mortgage interest rates. If the residential and commercial real estate markets we have exposure to deteriorate, our results of operations would be negatively impacted. See the "Overview of Results of Operations—Concentrations of Credit Risk" section for a further discussion on how a deteriorating real estate market, combined with the concentration risk within our portfolio, could have a significant negative impact on our asset quality and credit losses. Changes in monetary policy, including changes in interest rates, could influence: (i) the amount of interest we receive on loans and securities, (ii) the amount of interest we pay on deposits and borrowings, (iii) our ability to originate loans and obtain deposits, and (iv) the fair value of our assets and liabilities, among other things. In an effort to rein in inflation, the FRB aggressively increased interest rates since the first quarter of 2022 when the Federal Funds Rate target was 0.00% to 0.25%. Since then, the FRB has raised the Federal Funds Rate by more than five percentage points, to the current 5.25% to 5.50%, a 22-year high. In January 2024, the FRB kept the Federal Funds Rate target steady for the fourth consecutive meeting and policymakers indicated that there may be three rate cuts of quarter percentage point increments in 2024, but it will not occur until they are confident that inflation is moving sustainably towards 2%. In addition to the impacts from changes in monetary policy, other economic conditions may impact financial results in future periods. Loan demand, deposit growth, provision for credit losses, asset quality, noninterest income and noninterest expense are all affected by changes in economic conditions. Inflationary concerns, labor shortages, changes to the political and regulatory environment, including geopolitical conflicts, supply chain disruptions and the possibility of future bank failures, could adversely impact the economy, which could negatively impact our financial results as well as our customers’ creditworthiness. In light of these potential issues, we continue to monitor our liquidity. Refer to "Part II, Item 7 - Liquidity and Borrowing Arrangements" for discussion. ### Recent Industry Developments Beginning in March 2023, the banking industry experienced significant volatility as a result of high-profile regional bank failures, which resulted in industry-wide concerns related to liquidity, deposit outflows, unrealized or unrecognized losses on investment securities and impacting consumer confidence in the banking industry. As a result, the Company took a number of preemptive actions during the first half of 2023, which included pro-active outreach to clients and other liquidity contingency planning actions, such as maximizing funding sources and increased liquidity monitoring in response to these recent developments. Despite industry and market volatility, we believe the Company’s balance sheet and liquidity position remained solid. The Company's total deposits of $6.85 billion increased by $111.4 million during the year ended December 31, 2023. The Company's deposit portfolio is diversified and long-tenured and approximately 65% of total deposits were FDIC-insured or collateralized as of December 31, 2023. The Company had $522.4 million in cash on its balance sheet and approximately $2.45 billion in total other liquidity sources, including available borrowing capacity and unpledged investment securities as of December 31, 2023. Total available sources of liquidity as a percentage of uninsured and uncollateralized deposits was approximately 125% as of December 31, 2023. The Company’s capital remained strong with the leverage, tier 1 risk-based capital, total risk-based capital, and common equity tier 1 capital ratios of 8.8%, 12.4%, 14.6%, and 11.4%, respectively, as of December 31, 2023, all exceeding "well-capitalized" regulatory standards. ### Banking-as-a-Service ("BaaS") Initiative In January 2022, the Company announced the launch of a new BaaS initiative with the goal of expanding the Company both in and beyond Hawaii by investing in or collaborating with fintech companies. In the first quarter of 2022, the Company made a $2.0 million minority equity investment in Swell Financial, Inc. ("Swell"), a new fintech company. During the fourth quarter of 2022, Swell launched a consumer banking application that combined checking, credit and more into one integrated account, and the Bank served as the bank sponsor. As a result of a variety of adverse factors affecting Swell’s business and its strategy, the portfolio of Swell Cash and Credit accounts, which were immaterial, were closed in June 2023 and the Bank is no longer serving as the bank sponsor of Swell. As discussed in Note 6 - Investments in Unconsolidated Entities in the accompanying notes to the consolidated financial statements in this report, the Company entered into a transaction with Swell in the third quarter of 2023 whereby Swell repurchased the Company’s entire preferred and common stock equity investment in exchange for $0.5 million in cash, certain intellectual property rights and a platform usage fee agreement related to products that may be launched by Swell or its affiliates in the future (not to exceed $1.5 million in value). The Company cannot provide any assurance that the platform usage fees will be collected. Due to the current operating environment, the BaaS initiative did not have a material impact on the Company's financial statements in 2023. The Company continues to evaluate potential future BaaS opportunities. ### Critical Accounting Policies and Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires that management make a number of judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense in the financial statements and the related disclosures made. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain substantial inherent uncertainties. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. Accounting estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimate are reasonably likely to occur from period to period and would materially impact our consolidated financial statements as of or for the periods presented. Management has discussed the development and selection of the critical accounting policy and estimate noted below with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the accompanying disclosures. On January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, “*Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,”* which created material changes to the Company’s existing critical accounting policy that existed at December 31, 2019. Effective January 1, 2020 through December 31, 2023, the significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for credit losses on loans. ### Allowance for Credit Losses on Loans Management considers the policies related to the allowance for credit losses ("ACL") on loans as the most critical to the financial statement presentation. The total ACL on loans includes activity related to allowances calculated in accordance with Accounting Standards Codification (“ASC”) 326, *"Financial Instruments – Credit Losses"*. The ACL is established through provisioning of current expected credit losses as a charge to current earnings. Loan losses are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed while allowance is credited if subsequent recoveries are made. The amount maintained in the ACL reflects management’s continuing evaluation of the estimated credit losses expected to be recognized over the life of the loans in our loan portfolio at the balance sheet date. Allowance for credit losses is measured on a collective basis when similar risk characteristics exist. We stratify the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculate the net amount expected to be collected over the life of the loans to estimate the expected credit losses in the loan portfolio. The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to Note 1 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements in this report for further discussion of the risk factors considered by management in establishing the ACL. ### Overview of Results of Operations ### 2023 vs. 2022 Comparison In 2023, we recognized net income of $58.7 million, or fully diluted earnings per share ("EPS") of $2.17, compared to net income of $73.9 million, or EPS of $2.68, in 2022. Our ROA and ROE for 2023 was 0.78% and 12.38%, respectively, compared to 1.01% and 15.47%, respectively, in 2022. We recorded a provision for credit losses of $15.7 million in 2023, compared to a credit to the provision of $1.3 million in 2022. The increase in the provision for credit losses reflects higher charge-offs of our U.S. Mainland unsecured consumer loan portfolio, and the outlook for continued pressure on the national consumer segment. Net interest income decreased by $5.6 million from 2022 to 2023, primarily driven by higher average balances and average rates paid on interest-bearing deposits and long-term debt, partially offset by higher average balances and average yields earned on loans and interest-bearing deposits in other financial institutions. Other operating income decreased by $1.3 million from 2022 to 2023. The decrease in other operating income was primarily due to the gain on sale of Visa Class B common stock of $8.5 million recorded in 2022, combined with a loss on sale of investment securities of $2.1 million recorded in 2023 primarily due to an investment securities portfolio repositioning completed in the fourth quarter of 2023, and lower mortgage banking income primarily attributable to lower origination activity due to the significant rise in market interest rates which began in 2022. These negative variances were partially offset by a gain on sale of a real estate office property of $5.1 million completed in the fourth quarter of 2023, higher income from bank-owned life insurance and higher other service charges and fees. The higher income from bank-owned life insurance was primarily attributable to stock market volatility and was partially offset by higher deferred compensation expense included in salaries and employee benefits and other expenses in other operating expense. See Table 6 - Components of Other Operating Income for more information. Other operating expense decreased by $1.8 million from 2022 to 2023. The decrease was primarily due to lower salaries and employee benefits expense and lower pension plan and Supplemental Executive Retirement Plans ("SERP") expense (included in other) attributable to a non-recurring non-cash charge of $4.9 million related to the termination and settlement of the Company's defined benefit retirement plan during the second quarter of 2022, partially offset by higher computer software expense, a non-recurring charge of $2.3 million related to the early termination of a lease (included in other), higher FDIC insurance assessment (included in other), higher directors' deferred compensation plan expense (included in other) and higher net occupancy expense. See Table 7 - Components of Other Operating Expense for more information. ### 2022 vs. 2021 Comparison In 2022, we recognized net income of $73.9 million, or EPS of $2.68, compared to net income of $79.9 million, or EPS of $2.83, in 2021. Our ROA and ROE for 2022 was 1.01% and 15.47%, respectively, compared to 1.13% and 14.38%, respectively, in 2021. We recorded a credit to the provision for credit losses of $1.3 million in 2022, compared to a credit of $14.6 million in 2021. Net interest income increased by $4.5 million from 2021 to 2022, primarily driven by higher average loans and investment securities balances and higher average yields earned on interest-earning assets, partially offset by lower net interest income and fees on the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") loans, combined with higher average interest-bearing deposit and borrowing costs due to the increase in market interest rates which began in 2022. Other operating income increased by $4.9 million from 2021 to 2022. The increase in other operating income was primarily due to due to the gain on sale of Visa Class B common stock and higher service charges on deposit accounts, partially offset by lower mortgage banking income and lower income from bank-owned life insurance. See Table 6 - Components of Other Operating Income for more information. Other operating expense increased by $2.9 million from 2021 to 2022. The increase in other operating expense was primarily due to higher pension plan expense (included in other) and higher computer software expense, partially offset by lower directors' deferred compensation plan expense (included in other), lower salaries and employee benefits expense, and lower advertising expense. The higher pension plan expense is primarily attributable to the termination and settlement of the Company's defined benefit retirement plan resulting in a one-time noncash settlement charge of $4.9 million. See Table 7 - Components of Other Operating Expense for more information. ### Net Interest Income The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon. Net interest income, when expressed as a percentage of average interest-earning assets, is referred to as "net interest margin." Interest income, which includes loan fees and resultant yield information, is expressed on a taxable-equivalent basis using a federal statutory tax rate of 21%. Table 2 - Analysis of Changes in Net Interest Income (Taxable-Equivalent) presents an analysis of changes in components of net interest income between years. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume and (ii) changes in rates. The change in volume is calculated as change in average balance, multiplied by prior period average yield/rate. The change in rate is calculated as change in average yield/rate, multiplied by current period volume. The change in interest income not solely due to change in volume or change in rate has been allocated proportionately to change in volume and change in average rate. **Table 1.** Average Balances, Interest Income and Expense, Yields, and Rates (Taxable-Equivalent) *(Dollars in thousands)* | Assets Interest-earning assets: | 2023 Average Balance | Average Yield/ Rate | Amount of Interest | 2022 Average Balance | Average Yield/ Rate | Amount of Interest | 2021 Average Balance | Average Yield/ Rate | Amount of Interest | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Interest-bearing deposits in other financial institutions | $134,150 | 5.34% | $7,163 | $80,096 | 0.92% | $740 | $191,967 | 0.14% | $262 | | Investment securities, excluding valuation allowance: | | | | | | | | | | | Taxable (1) | 1,365,067 | 2.11 | 28,789 | 1,455,246 | 1.93 | 28,062 | 1,269,900 | 1.77 | 22,505 | | Tax-exempt (1) | 150,399 | 2.45 | 3,686 | 159,120 | 2.55 | 4,056 | 101,877 | 2.45 | 2,496 | | Total investment securities | 1,515,466 | 2.14 | 32,475 | 1,614,366 | 1.99 | 32,118 | 1,371,777 | 1.82 | 25,001 | | Loans, incl. loans-held-for-sale (2) | 5,508,530 | 4.42 | 243,315 | 5,298,573 | 3.78 | 200,280 | 5,071,516 | 3.82 | 193,778 | | Federal Home Loan Bank ("FHLB") stock | 11,317 | 4.23 | 478 | 10,197 | 3.63 | 370 | 7,933 | 3.09 | 245 | | Total interest-earning assets | 7,169,463 | 3.95 | 283,431 | 7,003,232 | 3.33 | 233,508 | 6,643,193 | 3.30 | 219,286 | | Noninterest-earning assets | 309,780 | | | 337,029 | | | 434,832 | | | | Total assets | $7,479,243 | | | $7,340,261 | | | $7,078,025 | | | | **Liabilities and Equity** | | | | | | | | | | | Interest-bearing liabilities: | | | | | | | | | | | Interest-bearing demand deposits | $1,359,240 | 0.13% | $1,701 | $1,438,232 | 0.06% | $806 | $1,300,022 | 0.03% | $384 | | Savings and money market deposits | 2,195,763 | 1.00 | 21,979 | 2,208,630 | 0.19 | 4,188 | 2,099,388 | 0.06 | 1,240 | | Time deposits up to $250,000 | 415,541 | 2.15 | 8,917 | 245,599 | 0.70 | 1,723 | 230,705 | 0.34 | 795 | | Time deposits over $250,000 | 795,917 | 3.81 | 30,288 | 494,943 | 0.89 | 4,391 | 551,831 | 0.22 | 1,197 | | Total interest-bearing deposits | 4,766,461 | 1.32 | 62,885 | 4,387,404 | 0.25 | 11,108 | 4,181,946 | 0.09 | 3,616 | | FHLB advances and other short-term borrowings | 23,322 | 4.88 | 1,139 | 37,211 | 2.84 | 1,055 | 607 | 0.30 | 2 | | Long-term debt | 148,922 | 5.80 | 8,633 | 105,732 | 4.66 | 4,930 | 105,488 | 3.88 | 4,097 | | Total interest-bearing liabilities | 4,938,705 | 1.47 | 72,657 | 4,530,347 | 0.38 | 17,093 | 4,288,041 | 0.18 | 7,715 | | Noninterest-bearing deposits | 1,933,666 | | | 2,216,645 | | | 2,117,423 | | | | Other liabilities | 133,053 | | | 115,478 | | | 116,936 | | | | Total liabilities | 7,005,424 | | | 6,862,470 | | | 6,522,400 | | | | Shareholders' equity | 473,819 | | | 477,775 | | | 555,600 | | | | Non-controlling interest | — | | | 16 | | | 25 | | | | Total equity | 473,819 | | | 477,791 | | | 555,625 | | | | Total liabilities and equity | $7,479,243 | | | $7,340,261 | | | $7,078,025 | | | | Net interest income | | | $210,774 | | | $216,415 | | | $211,571 | | Interest rate spread | | 2.48% | | | 2.95% | | | 3.12% | | | Net interest margin | | 2.94% | | | 3.09% | | | 3.18% | | | (1) At amortized cost. | | | | | | | | | | | (2) Includes nonaccrual loans. | | | | | | | | | | 43 **Table 2.** Analysis of Changes in Net Interest Income (Taxable-Equivalent) *(Dollars in thousands)* | Interest-earning assets | 2023 Compared to 2022 Increase (Decrease) Due to Change In: Volume | Rate | Net Change | 2022 Compared to 2021 Increase (Decrease) Due to Change In: Volume | Rate | Net Change | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Interest-bearing deposits in other financial institutions | $497 | $5,926 | $6,423 | $(155) | $633 | $478 | | Investment securities, excluding valuation allowance: | | | | | | | | Taxable | (1,736) | 2,463 | 727 | 3,251 | 2,306 | 5,557 | | Tax-exempt | (221) | (149) | (370) | 1,401 | 159 | 1,560 | | Total investment securities | (1,957) | 2,314 | 357 | 4,652 | 2,465 | 7,117 | | Loans, incl. loans-held-for-sale | 7,907 | 35,128 | 43,035 | 8,631 | (2,129) | 6,502 | | FHLB stock | 41 | 67 | 108 | 70 | 55 | 125 | | Total interest-earning assets | 6,488 | 43,435 | 49,923 | 13,198 | 1,024 | 14,222 | | **Interest-bearing liabilities** | | | | | | | | Interest-bearing demand deposits | (47) | 942 | 895 | 37 | 385 | 422 | | Savings and money market deposits | (24) | 17,815 | 17,791 | 66 | 2,882 | 2,948 | | Time deposits up to $250,000 | 1,187 | 6,007 | 7,194 | 51 | 877 | 928 | | Time deposits over $250,000 | 2,677 | 23,220 | 25,897 | (125) | 3,319 | 3,194 | | Total interest-bearing deposits | 3,793 | 47,984 | 51,777 | 29 | 7,463 | 7,492 | | FHLB advances and other short-term borrowings | (393) | 477 | 84 | 110 | 943 | 1,053 | | Long-term debt | 2,009 | 1,694 | 3,703 | 9 | 824 | 833 | | Total interest-bearing liabilities | 5,409 | 50,155 | 55,564 | 148 | 9,230 | 9,378 | | Net interest income | $1,079 | $(6,720) | $(5,641) | $13,050 | $(8,206) | $4,844 | The banking and financial services industry in the State of Hawaii is highly competitive. Net interest income is our primary source of earnings and is derived primarily from the difference between the interest income we earn on loans and investment securities, and the interest expense we pay on deposits and borrowings. Net interest income (expressed on a taxable-equivalent basis) totaled $210.8 million in 2023, which decreased by $5.6 million, or 2.6%, from $216.4 million in 2022, which increased by $4.8 million, or 2.3%, from net interest income of $211.6 million recognized in 2021. The decrease in net interest income for 2023 was primarily due to increases in average balances and average rates paid on interest-bearing deposits and long-term debt, partially offset by increases in average balances and average yields earned on loans and interest-bearing deposits in other financial institutions. Average yields earned on our interest-earning assets increased by 62 basis points ("bps") in the year ended December 31, 2023, from the year ended December 31, 2022. The increase in average yields earned on interest-earning assets in 2023 was primarily attributable to the 64 bps increase in average yields earned on loans, the 442 bps increase in average yields earned on interest-bearing deposits in other financial institutions, and the 15 bps increase in average yields earned on investment securities. Average rates paid on our interest-bearing liabilities in the year ended December 31, 2023 increased by 109 bps from the year ended December 31, 2022. The increase in average rates paid on our interest-bearing liabilities in 2023 was primarily due to increases in average rates paid on interest-bearing deposits and long-term debt of 107 bps and 114 bps, respectively, attributable to the significant increase in market interest rates which began in 2022. In the fourth quarter of 2023, the Company sold $30.0 million in available-for-sale investment securities as part of an investment portfolio restructuring strategy. The Company received $28.1 million in gross proceeds and reinvested the proceeds in $28.3 million in higher yield investment securities with an average yield of 5.68% and a weighted average duration of 2.5 years. The investment securities sold had an average yield of 3.25% and a weighted average duration of 3.4 years. There were no gross realized gains on the sales of the investment securities. Gross realized losses on the sales of the investment securities were $1.9 million. The specific identification method was used as the basis for determining the cost of all securities sold. In the first quarter of 2022, the Company entered into a forward starting interest rate swap on certain municipal debt securities with a notional amount of $115.5 million. The Company will pay the counterparty a fixed rate of 2.095% and will receive a floating rate based on the Federal Funds effective rate. This transaction has an effective date of March 31, 2024 and a maturity date of March 31, 2029. In 2021, the Company sold $279.4 million in available-for-sale investment securities as part of an investment portfolio rebalancing strategy. The Company received $279.5 million in gross proceeds and reinvested the proceeds in $284.9 million in higher yield investment securities with an average yield of 1.64% and a weighted average life of 6.6 years. The investment securities sold had an average yield of 0.35% and a weighted average life of 2.0 years. Gross realized gains and losses on the sales of the investment securities were $3.4 million and $3.2 million, respectively. The specific identification method was used as the basis for determining the cost of all securities sold. #### Interest Income Our primary sources of interest income include interest on loans, which represented 85.8%, 85.8%, and 88.4% of taxable-equivalent interest income in 2023, 2022 and 2021, respectively, as well as interest earned on investment securities, which represented 11.5%, 13.8% and 11.4% of taxable-equivalent interest income, respectively. Interest income expressed on a taxable-equivalent basis of $283.4 million in 2023 increased by $49.9 million, or 21.4%, from the $233.5 million earned in 2022, which increased by $14.2 million, or 6.5%, from the $219.3 million earned in 2021. The increase in taxable-equivalent interest income in 2023 from 2022 was primarily due to increases in average yields earned on loans of 64 bps and average loan balances of $210.0 million, resulting in higher interest income of approximately $35.1 million and $7.9 million, respectively. In addition, the average yields earned on interest-bearing deposits in other financial institutions and investment securities increased by 442 bps and 15 bps, respectively, resulting in higher interest income of approximately $5.9 million and $2.3 million, respectively. These increases were partially offset by a decrease in average investment securities balances of $98.9 million, resulting in lower interest income of approximately $2.0 million. The increase in taxable-equivalent interest income in 2022 from 2021 was primarily due to higher average investment securities balances of $242.6 million, which contributed to an increase in interest income of $4.7 million in 2022, and higher average core loan (or total loans excluding PPP loans) balances of $587.7 million, which contributed to an increase in interest income of $21.2 million. In addition, the average yield earned on investment securities and the average normalized yield on core loans (or total loans excluding PPP) increased by 17 bps and 15 bps, respectively, which increased interest income by approximately $2.5 million and $8.0 million, respectively. These increases were partially offset by the decline in PPP net interest income and loan fees from $26.4 million in 2021 to $3.6 million in 2022. #### Interest Expense In 2023, interest expense was $72.7 million which represented an increase of $55.6 million, or 325.1%, compared to interest expense of $17.1 million in 2022, which was an increase of $9.4 million, or 121.6%, compared to $7.7 million in 2021. Due to the rising interest rate environment, the average rates paid on interest-bearing deposits of 1.32% in 2023 increased by 107 bps from 2022, resulting in an increase in interest expense of approximately $48.0 million. Average interest-bearing deposit balances increased by $379.1 million, resulting in an increase in interest expense of approximately $3.8 million. Increases in average balances and average rates paid on long-term debt of $43.2 million and 114 bps, respectively, resulted in an total increase in interest expense of approximately $3.7 million. Average rates paid on interest-bearing deposits, FHLB advances and other short-term borrowings and long-term debt in 2022 increased by 16 bps, 254 bps and 78 bps, respectively, from 2021, which contributed to increases in interest expense of $7.5 million, $0.9 million, and $0.8 million, respectively. #### Net Interest Margin Our net interest margin was 2.94%, 3.09% and 3.18% in 2023, 2022 and 2021, respectively. The decrease in our net interest margin in 2023 from 2022 was primarily due to the increases in average rates paid on interest-bearing deposits and long-term debt, which outpaced the increases in average yields earned on loans, interest-bearing deposits in other financial institutions and investment securities. The decrease in our net interest margin in 2022 from 2021 was primarily due to the lower recognition of net loan fees related to loans originated and forgiven under the PPP, combined with higher rates paid on interest-bearing deposits and borrowings. Excluding the PPP net interest income and net loan fees of $0.1 million, $3.6 million, and $26.4 million in the years ended December 31, 2023, 2022 and 2021, respectively, our net interest margin was 2.94%, 3.05%, and 2.96% in the years ended December 31, 2023, 2022 and 2021, respectively. ### Non-GAAP Financial Measures The Company also uses non-GAAP financial measures in addition to our GAAP results in order to provide useful information for evaluating our cash operating performance, ability to service debt, compliance with debt covenants and measurement against competitors. This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be comparable to similarly entitled measures reported by other companies. The Company believes that Pre-Provision Net Revenue ("PPNR"), a non-GAAP financial measure, is useful as a tool to help evaluate the ability to provide for credit costs through operations. The following table sets forth a reconciliation of the Company's PPNR for each of the periods presented: **Table 3.** Pre-Provision Net Revenue *(dollars in thousands)* | | Year Ended December 31, 2023 | 2022 | 2021 | | --- | ---: | ---: | ---: | | Net income | $58,669 | $73,928 | $79,894 | | Add: Income tax expense | 18,153 | 24,841 | 25,758 | | Pre-tax income | 76,822 | 98,769 | 105,652 | | Add: Provision (credit) for credit losses | 15,698 | (1,273) | (14,591) | | Pre-provision net revenue | $92,520 | $97,496 | $91,061 | A key measure of operating efficiency tracked by the Company is the efficiency ratio, which is calculated by dividing total other operating expenses by total pre-provision revenue (net interest income plus other operating income). The Company believes that the efficiency ratio provides useful supplemental information that is important to a proper understanding of its core business results by investors. The Company's efficiency ratio should not be viewed as a substitute for results determined in accordance with GAAP, nor is it necessarily comparable to the efficiency ratio presented by other companies. The following table sets forth a reconciliation to our efficiency ratio for each of the periods presented: **Table 4.** Reconciliation of Efficiency Ratio *(Dollars in thousands)* | | Year Ended December 31, 2023 | 2022 | 2021 | | --- | ---: | ---: | ---: | | Total other operating expenses | $164,143 | $165,986 | $163,046 | | Net interest income | 210,000 | 215,563 | 211,047 | | Total other operating income | 46,663 | 47,919 | 43,060 | | Total revenue | $256,663 | $263,482 | $254,107 | | Efficiency ratio | 63.95% | 63.00% | 64.16% | Our efficiency ratio increased to 63.95% in 2023, compared to 63.00% in 2022 and 64.16% in 2021. The increase in our efficiency ratio in 2023 compared to 2022, was primarily driven by the aforementioned decreases in net interest income and other operating income, offset by the decrease in other operating expense. **Table 5.** Other Non-GAAP Financial Measures *(dollars in thousands)* | | Year Ended December 31, 2023 | 2022 | 2021 | | --- | ---: | ---: | ---: | | Net interest income - Excluding PPP loans | $209,918 | $211,925 | $184,695 | | Add: Net interest income on PPP loans | 82 | 3,638 | 26,352 | | Net interest income - Reported | 210,000 | 215,563 | 211,047 | | Add: Tax-exempt adjustment | 774 | 852 | 524 | | Net interest income - Taxable-equivalent | $210,774 | $216,415 | $211,571 | | Average interest earning assets - Excluding PPP loans | $7,167,746 | $6,974,032 | $6,253,398 | | Add: Average PPP loans | 1,717 | 29,200 | 389,795 | | Average interest earning assets - Reported | $7,169,463 | $7,003,232 | $6,643,193 | | Net interest margin - Excluding PPP loans | 2.94% | 3.05% | 2.96% | | Add: Impact of PPP loans on net interest margin | — | 0.04 | 0.22 | | Net interest margin - Reported | 2.94% | 3.09% | 3.18% | | Interest income and fees on loans - Excluding PPP loans | $243,233 | $196,642 | $167,426 | | Add: Net interest income and fees on PPP loans | 82 | 3,638 | 26,352 | | interest income and fees on loans - Reported | $243,315 | $200,280 | $193,778 | | Average core loans - Excluding PPP loans | $5,506,813 | $5,269,373 | $4,681,721 | | Add: Average PPP loans | 1,717 | 29,200 | 389,795 | | Average total loans - Reported | $5,508,530 | $5,298,573 | $5,071,516 | | Average yield on core loans - Excluding PPP loans | 4.42% | 3.73% | 3.58% | | Add: Impact of PPP loans on average yield on loans | — | 0.05 | 0.24 | | Average yield on total loans - Reported | 4.42% | 3.78% | 3.82% | 47 ### Other Operating Income The following table sets forth components of other operating income and the total as a percentage of average assets for each of the periods presented. **Table 6.** Components of Other Operating Income *(Dollars in thousands)* | Mortgage banking income: | Year Ended December 31, 2023 | 2022 | 2021 | Dollar Change 2023 to 2022 | 2022 to 2021 | Percent Change 2023 to 2022 | 2022 to 2021 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net loan servicing fees | $1,931 | $2,259 | $2,733 | $(328) | $(474) | (14.5)% | (17.3)% | | Amortization of mortgage servicing rights | (705) | (1,295) | (3,468) | 590 | 2,173 | (45.6) | (62.7) | | Net gain on sale of residential mortgage loans | 721 | 1,778 | 6,376 | (1,057) | (4,598) | (59.4) | (72.1) | | Unrealized gain (loss) on interest rate locks | (42) | 8 | 98 | (50) | (90) | (625.0) | (91.8) | | Loan placement fees | 687 | 1,060 | 1,993 | (373) | (933) | (35.2) | (46.8) | | Total mortgage banking income | 2,592 | 3,810 | 7,732 | (1,218) | (3,922) | (32.0) | (50.7) | | Service charges on deposit accounts | 8,753 | 8,197 | 6,358 | 556 | 1,839 | 6.8 | 28.9 | | Other service charges and fees | 20,531 | 19,025 | 18,367 | 1,506 | 658 | 7.9 | 3.6 | | Income from fiduciary activities | 4,895 | 4,565 | 5,075 | 330 | (510) | 7.2 | (10.0) | | Net (losses) gains on sales of investment securities | (2,074) | 8,506 | 150 | (10,580) | 8,356 | (124.4) | 5,570.7 | | Income from bank-owned life insurance | 4,870 | 1,865 | 3,493 | 3,005 | (1,628) | 161.1 | (46.6) | | Other: | | | | | | | | | Equity in earnings of unconsolidated entities | (22) | 186 | 364 | (208) | (178) | (111.8) | (48.9) | | Income recovered on nonaccrual loans previously charged-off | 439 | 279 | 261 | 160 | 18 | 57.3 | 6.9 | | Other recoveries | 180 | 100 | 81 | 80 | 19 | 80.0 | 23.5 | | Commissions on sale of checks | 312 | 307 | 307 | 5 | — | 1.6 | — | | Gain on sale of premises and equipment | 5,128 | — | — | 5,128 | — | N.M. (\*) | N.M. (\*) | | Other | 1,059 | 1,079 | 872 | (20) | 207 | (1.9) | 23.7 | | Total other operating income - other | 7,096 | 1,951 | 1,885 | 5,145 | 66 | 263.7 | 3.5 | | Total other operating income | $46,663 | $47,919 | $43,060 | $(1,256) | $4,859 | (2.6) | 11.3 | | Ratio of total other operating income to average assets | 0.62% | 0.65% | 0.61% | | | | | | (\*) Not meaningful ("N.M.") | | | | | | | | Total other operating income of $46.7 million in 2023 decreased by $1.3 million, or 2.6%, from the $47.9 million earned in 2022, which increased by $4.9 million, or 11.3%, from the $43.1 million earned in 2021. The decrease in other operating income in 2023 from 2022 was primarily due to a non-recurring $8.5 million gain on sale of Class B common stock of Visa, Inc. ("Visa") recorded in the second quarter of 2022. Due to transfer restrictions on the Visa Class B common stock and the lack of a readily determinable fair value, the investment was carried at the Company's zero cost basis, therefore the entire net proceeds from the sale of $8.5 million were recorded as a gain on sale of investment securities. In the fourth quarter of 2023, the Company completed an investment portfolio repositioning resulting in a $1.9 million loss on the sales of investment securities. In addition, the Company recorded lower mortgage banking income of $1.2 million. The lower mortgage banking income was primarily attributable to lower originations and fewer loans sold as a result of the significant increases in market interest rates which began in 2022. The Company's Home Loans Division recorded $266.6 million in loan originations in 2023, down from $568.2 million in loan originations in 2022 and $1.18 billion in loan originations in 2021. The lower amortization of mortgage servicing rights (included in mortgage banking income) was primarily attributable to the continued increases in market interest rates. These decreases were partially offset by a $5.1 million gain on sale of real estate office property, higher income from bank-owned life insurance ("BOLI") of $3.0 million and higher other service charges and fees. Significant variances in income from BOLI are primarily attributable to volatility in the equity markets. The Company has certain company-owned life insurance policies used to hedge its deferred compensation plans, which are tied to the equity markets and had gains in 2023 and losses in 2022, therefore, the Company has also recognized offsetting positive and negative deferred compensation expense in other operating expenses in 2023 and 2022, respectively. The increase in other operating income in 2022 from 2021 was primarily due to the aforementioned $8.5 million gain on sale of Class B common stock of Visa and higher service charges on deposit accounts of $1.8 million. These increases were partially offset by lower mortgage banking income of $3.9 million and lower income from BOLI of $1.6 million. The lower mortgage banking income was primarily attributable to fewer loans sold as a result of the increase in interest rates. The lower amortization of mortgage servicing rights (included in mortgage banking income) was primarily attributable to the increase in market interest rates. ### Other Operating Expense The following table sets forth components of other operating expense and the total as a percentage of average assets for each of the periods presented. **Table 7.** Components of Other Operating Expense *(Dollars in thousands)* | | Year Ended December 31, 2023 | 2022 | 2021 | Dollar Change 2023 to 2022 | 2022 to 2021 | Percent Change 2023 to 2022 | 2022 to 2021 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Salaries and employee benefits | $82,050 | $88,781 | $90,213 | $(6,731) | $(1,432) | (7.6)% | (1.6)% | | Net occupancy | 18,185 | 16,963 | 16,133 | 1,222 | 830 | 7.2 | 5.1 | | Equipment | 3,958 | 4,238 | 4,344 | (280) | (106) | (6.6) | (2.4) | | Communication | 3,010 | 2,958 | 3,271 | 52 | (313) | 1.8 | (9.6) | | Legal and professional services | 9,959 | 10,792 | 10,452 | (833) | 340 | (7.7) | 3.3 | | Computer software | 17,726 | 14,840 | 13,304 | 2,886 | 1,536 | 19.4 | 11.5 | | Advertising | 3,888 | 4,151 | 5,495 | (263) | (1,344) | (6.3) | (24.5) | | Other: | | | | | | | | | Pension plan and SERP | 380 | 5,339 | 1,254 | (4,959) | 4,085 | (92.9) | 325.8 | | Foreclosed assets | — | 1 | 3 | (1) | (2) | (100.0) | (66.7) | | Charitable contributions | 454 | 453 | 179 | 1 | 274 | 0.2 | 153.1 | | FDIC insurance assessment | 4,133 | 2,322 | 2,197 | 1,811 | 125 | 78.0 | 5.7 | | Miscellaneous loan expenses | 1,291 | 1,339 | 1,657 | (48) | (318) | (3.6) | (19.2) | | ATM and debit card | 3,364 | 3,025 | 3,149 | 339 | (124) | 11.2 | (3.9) | | Armored car | 1,701 | 1,068 | 891 | 633 | 177 | 59.3 | 19.9 | | Entertainment and promotions | 2,015 | 1,513 | 1,289 | 502 | 224 | 33.2 | 17.4 | | Stationery and supplies | 740 | 722 | 903 | 18 | (181) | 2.5 | (20.0) | | Directors' fees and expenses | 1,287 | 1,290 | 876 | (3) | 414 | (0.2) | 47.3 | | Directors' deferred compensation plan | 360 | (1,029) | 1,292 | 1,389 | (2,321) | (135.0) | (179.6) | | Branch consolidation costs | — | 612 | 436 | (612) | 176 | (100.0) | 40.4 | | Loss (gain) on disposal of fixed assets | 12 | 5 | 101 | 7 | (96) | 140.0 | (95.0) | | Loss on sale of loans | 197 | — | — | 197 | — | N.M. (\*) | N.M. (\*) | | Early termination of lease | 2,274 | — | — | 2,274 | — | N.M. (\*) | N.M. (\*) | | Other | 7,159 | 6,603 | 5,607 | 556 | 996 | 8.4 | 17.8 | | Total other operating expense - other | 25,367 | 23,263 | 19,834 | 2,104 | 3,429 | 9.0 | 17.3 | | Total other operating expense | $164,143 | $165,986 | $163,046 | $(1,843) | $2,940 | (1.1) | 1.8 | | Ratio of total other operating expense to average assets | 2.19% | 2.26% | 2.30% | | | | | | (\*) Not meaningful ("N.M.") | | | | | | | | Total other operating expense of $164.1 million in 2023 decreased by $1.8 million, or 1.1%, from total operating expense of $166.0 million in 2022, which increased by $2.9 million, or 1.8%, compared to 2021. The decrease in total other operating expense in 2023, compared to 2022, was primarily due to lower salaries and employee benefits of $6.7 million and a non-recurring non-cash charge of $4.9 million related to the termination and settlement of the Company's defined benefit retirement plan during the second quarter of 2022. These decreases were partially offset by a non- recurring charge of $2.3 million related to the early termination of a branch lease, higher computer software expense of $2.9 million, FDIC insurance assessment of $1.8 million, directors' deferred compensation plan expenses of $1.4 million and net occupancy expense of $1.2 million. Significant fluctuations in directors' deferred compensation plan expenses are primarily due to volatility in the equity markets. The increase in total other operating expense in 2022, compared to 2021, was primarily due to a higher pension plan and SERP expenses of $4.1 million, higher computer software expense of $1.5 million, and higher net occupancy expense of $0.8 million, partially offset by lower directors' deferred compensation plan expenses of $2.3 million, lower salaries and employee benefits of $1.4 million, and lower advertising expense of $1.3 million. The increase in pension plan and SERP expense was primarily attributable to the aforementioned non-recurring non-cash charge of $4.9 million related to the termination and settlement of the Company's defined benefit retirement plan. ### Income Taxes In 2023, the Company recorded income tax expense of $18.2 million, compared to $24.8 million in 2022, and $25.8 million in 2021. Our effective tax rate was 23.6% in 2023 compared to 25.2% in 2022 and 24.4% in 2021. The decrease in income tax expense in 2023 from 2022 was primarily due to lower pre-tax income. The decrease in the effective tax rate in 2023 from 2022 was primarily attributable to higher tax-exempt income from BOLI as a percentage of pre-tax income. The decrease in income tax expense in 2022 from 2021 was primarily due to lower pre-tax income. The increase in the effective tax rate in 2022 from 2021 was primarily attributable to lower tax-exempt income from BOLI. As of December 31, 2023, the valuation allowance on our net deferred tax assets ("DTA") totaled $4.4 million, which related to our DTA from net apportioned net operating loss ("NOL") carryforwards for California state income tax purposes as we do not expect to generate sufficient income in California to utilize the DTA. Net of this valuation allowance, the Company's net DTA totaled $29.5 million as of December 31, 2023, compared to a net DTA of $48.5 million as of December 31, 2022, and is included in other assets in the Company's consolidated balance sheets. On August 16, 2022, the Inflation Reduction Act ("IRA") of 2022 was signed into law to implement new tax provisions and provide various incentives and tax credits. The IRA created a 15% corporate alternative minimum tax and an excise tax of 1% on stock repurchases from publicly traded U.S. corporations, among other changes. As of December 31, 2023, the Company determined that neither this Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on income tax expense. As of December 31, 2023, the Company accrued $26 thousand in excise tax on the Company's stock repurchases. ### Financial Condition Total assets of $7.64 billion at December 31, 2023 increased by $210.0 million, or 2.8%, from the $7.43 billion at December 31, 2022, and total liabilities of $7.14 billion at December 31, 2023 increased by $159.1 million, or 2.3%, from the $6.98 billion at December 31, 2022. The increase in total assets and total liabilities in 2023 was primarily due to deposit growth, an increase in long-term debt and lower share repurchases to preserve capital. ### Loan Portfolio Our lending activities are focused on commercial and industrial loans, commercial mortgages, and construction loans to small and medium-sized companies, business professionals, and real estate investors and developers, as well as residential mortgages, home equity and consumer loans to local home-buyers and individuals. Our strategy for generating commercial loans has traditionally relied upon teams of commercial real estate and commercial banking officers who are responsible for client prospecting and business development. To manage credit risk (i.e., the ability of borrowers to repay their loan obligations), management analyzes the borrower's financial condition, repayment source, collateral and other factors that could impact credit quality, such as national and local economic conditions and industry conditions related to respective borrowers. The general underwriting guidelines require analysis and documentation to include among other things, overall creditworthiness of borrower, guarantor support, use of funds, loan term, minimum equity, loan-to-value standards, repayment terms, sources of repayment, covenants, pricing, collateral, insurance, and documentation standards. All loan requests considered by us should be for a clearly defined legitimate purpose with a determinable primary repayment source, as well as alternate sources of repayment. All loans should be supported by appropriate documentation including, current financial statements, credit reports, collateral information, asset verification, tax returns, title reports, and appraisals (where appropriate). We score consumer and small business loans using underwriting matrices ("Scorecards") developed based on the results of an analysis from a reputable national credit scoring company commissioned by our Bank. The Scorecards use the attributes that were determined to most highly correlate with probability of repayment. Those attributes include, but are not limited to the following: (i) credit score, (ii) credit limit amount, and (iii) debt-to-income ratio. Loans totaled $5.44 billion at December 31, 2023, which decreased by $116.5 million, or 2.1%, from the $5.56 billion at December 31, 2022, which increased by $453.8 million, or 8.9%, from the $5.10 billion held at December 31, 2021. The decrease in our loan portfolio in 2023 was largely due to run-off in our U.S. mainland purchased consumer loans. The decrease in total loans included net decreases in the following loan portfolios: consumer of $168.2 million, or 21.1%, residential mortgage of $13.2 million, or 0.7%, home equity of $2.9 million, or 0.4% and PPP loan portfolio of $1.3 million, or 49.7%. These decreases were offset by net increases in the other commercial, financial, and agricultural of $30.5 million, or 5.6%, commercial mortgage of $19.8 million, or 1.5% and construction of $18.8 million, or 11.3%. In 2023, we did not foreclose on any loans. In addition, we recorded loan charge-offs of $19.2 million. The following table sets forth information regarding outstanding loans, net of deferred (fees) costs, by category as of the dates indicated. **Table 8.** Loans by Categories *(Dollars in thousands)* | Commercial and industrial: | December 31, 2023 | December 31, 2022 | | --- | ---: | ---: | | SBA PPP | $1,284 | $2,555 | | Other | 574,423 | 543,947 | | Real estate: | | | | Construction | 185,519 | 166,723 | | Residential mortgage | 1,927,789 | 1,940,999 | | Home equity | 736,524 | 739,380 | | Commercial mortgage | 1,382,902 | 1,363,075 | | Consumer | 630,541 | 798,787 | | Total loans, net of deferred fees and costs | 5,438,982 | 5,555,466 | | Allowance for credit losses | (63,934) | (63,738) | | Net loans | $5,375,048 | $5,491,728 | 51 The following table sets forth the geographic distribution of our loan portfolio, net of deferred (fees) costs, and related ACL as of the dates indicated. **Table 9.** Loans by Geographic Distribution *(Dollars in thousands)* | Commercial and industrial: | December 31, 2023 Hawaii | U.S. Mainland | Total | December 31, 2022 Hawaii | U.S. Mainland | Total | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | SBA PPP | $1,284 | $— | $1,284 | $2,555 | $— | $2,555 | | Other | 420,452 | 153,971 | 574,423 | 383,665 | 160,282 | 543,947 | | Real estate: | | | | | | | | Construction | 163,337 | 22,182 | 185,519 | 150,208 | 16,515 | 166,723 | | Residential mortgage | 1,927,789 | — | 1,927,789 | 1,940,999 | — | 1,940,999 | | Home equity | 736,524 | — | 736,524 | 739,380 | — | 739,380 | | Commercial mortgage | 1,063,969 | 318,933 | 1,382,902 | 1,029,708 | 333,367 | 1,363,075 | | Consumer | 322,346 | 308,195 | 630,541 | 346,789 | 451,998 | 798,787 | | Total loans, net of deferred fees and costs | 4,635,701 | 803,281 | 5,438,982 | 4,593,304 | 962,162 | 5,555,466 | | Allowance for credit losses | (48,189) | (15,745) | (63,934) | (45,169) | (18,569) | (63,738) | | Net loans | $4,587,512 | $787,536 | $5,375,048 | $4,548,135 | $943,593 | $5,491,728 | #### Commercial and Industrial - Small Business Administration Payroll Protection Program Paycheck Protection Program ("PPP") loans, which were originated in 2020 and early 2021, are loans to qualified small businesses under the PPP administered by the Small Business Administration ("SBA") under the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("the CARES Act"). Loans covered by the PPP were eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The PPP loans, regardless of any forgiven amount, is guaranteed by the SBA. #### Commercial and Industrial - Other Loans in this category consist primarily of term loans and lines of credit to small and middle-market businesses and professionals. The borrower's business is typically regarded as the principal source of repayment, although our underwriting policy and practice generally requires additional sources of collateral, including real estate and other business assets, as well as personal guarantees where possible to mitigate risk. Risk of credit losses could be greater in this loan category relative to secured loans where a greater percentage of the loan amount is usually covered by collateral. Nonetheless, any collateral or personal guarantees obtained on commercial loans can mitigate the increased risk and help to reduce credit losses. Our approach to commercial lending involves teams of lending and cash management personnel who focus on relationship development including loans, deposits and other bank services to new and existing commercial clients. In 2023, our commercial and industrial loan portfolio, excluding PPP loans, increased by $30.5 million, which was attributable to a increase in the Hawaii portfolio of $36.8 million, offset by a decline in the U.S. Mainland portfolio of $6.3 million. Our commercial, financial, and agricultural loan portfolio, excluding PPP loans, increased by $13.8 million in 2022. #### Real Estate—Construction Construction loans include both residential and commercial development projects. Each construction project is evaluated for economic viability. Construction loans pose higher credit risks than typical secured loans. In addition to the financial strength of the borrower, construction loans have the added element of completion risk, which is the risk that the project will not be completed on time and within budget, resulting in additional costs that could affect the economic viability of the project and market risk at the time construction is complete. In 2023, our construction loan portfolio increased by $18.8 million. Our construction loan portfolio increased by $43.9 million in 2022. These fluctuations are driven by the start and completion of construction projects and are consistent with a normal construction cycle. #### Interest Reserves Our policies require interest reserves for construction loans, including loans to build commercial buildings, residential developments (both large tract projects and individual houses), and multi-family projects. The outstanding principal balance of loans with interest reserves was $100.9 million at December 31, 2023, compared to $68.6 million in the prior year, while remaining interest reserves was $10.2 million, or 10.1% of the outstanding principal balance of loans with interest reserves at December 31, 2023, compared to $10.5 million, or 15.3% of the outstanding principal balance of loans with interest reserves at December 31, 2022. Interest reserves allow the Company to advance funds to borrowers to make scheduled payments during the construction period. These advances typically are capitalized and added to the borrower's outstanding loan balance, although we have the right to demand payment under certain circumstances. Our policy is to determine if interest reserve amounts are appropriately included in each project's construction budget and are adequate to cover the expected duration of the construction period. The amount, terms, and conditions of the interest reserve are established when a loan is originated, although we generally have the option to demand payment if the credit profile of the borrower changes. We evaluate the viability and appropriateness of the construction project based on the project's complexity and feasibility, the timeline, as well as the creditworthiness of the borrowers, sponsors and/or guarantors, and the value of the collateral. In the event that unfavorable circumstances alter the original project schedule (e.g., cost overruns, project delays, etc.), our policy is to evaluate whether or not it is appropriate to maintain interest capitalization or demand payment of interest in cash and we will work with the borrower to explore various restructuring options, which may include obtaining additional equity and/or requiring additional collateral. We may also require borrowers to directly pay scheduled interest payments. Our process for determining that construction projects are moving as planned are detailed in our lending policies and guidelines. Prior to approving a loan, the Company and borrower generally agree on a construction budget, a proforma monthly disbursement schedule, and sales/leaseback assumptions. As each project progresses, the projections are measured against actual disbursements and sales/lease results to determine if the project is on schedule and performing as planned. The specific monitoring requirements for each loan vary depending on the size and complexity of the project and the experience and financial strength of the borrower, sponsor and/or guarantor. At a minimum, to ensure that loan proceeds are properly disbursed and to assess whether it is appropriate to capitalize interest or demand cash payment of interest, our monitoring process generally includes: - Physical inspection of the project to ensure work has progressed to the stage for which payment is being requested; - Verification that the work completed is in conformance with plans and specifications and items for which disbursement is requested are within budget; and - Determination that there continues to be satisfactory project progress. In certain rare circumstances, we may decide to extend, renew, and/or restructure the terms of a construction loan. Reasons for the restructure can range from cost overruns to project delays and the restructuring can result in additional funds being advanced or an extension of the maturity date of the loan. Prior to the loan being restructured, our policy is to perform a detailed analysis to ensure that the economics of the project remain feasible and that the risks to the Company are within acceptable lending guidelines. #### Real Estate—Mortgage The following table sets forth information with respect to the composition of the Real Estate—Mortgage loan portfolio as of the dates indicated. **Table 10.** Mortgage Loan Portfolio Composition *(Dollars in thousands)* | Residential: | December 31, 2023 Amount | Percent | December 31, 2022 Amount | Percent | | --- | ---: | ---: | ---: | ---: | | Closed-end | $1,927,789 | 47.6% | $1,940,999 | 48.0% | | Home equity line-of-credit ("HELOC") | 736,524 | 18.2 | 739,380 | 18.3 | | Subtotal | 2,664,313 | 65.8 | 2,680,379 | 66.3 | | Commercial: | | | | | | Owner-occupied nonfarm nonresidential | 321,356 | 7.9 | 328,159 | 8.1 | | Other nonfarm nonresidential | 779,819 | 19.3 | 734,229 | 18.2 | | Multi-family | 281,708 | 7.0 | 300,645 | 7.4 | | Other | 19 | — | 42 | — | | Subtotal | 1,382,902 | 34.2 | 1,363,075 | 33.7 | | Total mortgage loans | $4,047,215 | 100.0% | $4,043,454 | 100.0% | #### Residential Residential mortgage loans include fixed-rate and adjustable-rate loans primarily secured by single-family owner-occupied primary residences in Hawaii. Maximum loan-to-value ratios of 80% are typically required for fixed-rate and adjustable-rate loans secured by single-family owner-occupied residences, although higher levels are permitted with accompanying mortgage insurance. First mortgage loans secured by residential properties generally carry a moderate level of credit risk. With an average loan origination size of approximately $0.6 million, marketable collateral and a stable Hawaii residential real estate market, credit losses on residential mortgage loans have historically been minimal. However, economic conditions including unemployment levels, future changes in interest rates and other market factors can impact the marketability and value of collateral and thus the level of credit risk inherent in the portfolio. Closed-end residential mortgage loan balances as of December 31, 2023 totaled $1.93 billion, decreasing by $13.2 million, or 0.7%, from the $1.94 billion held at year-end 2022, which increased by $65.0 million, or 3.5%, from the $1.88 billion held at year-end 2021. The decrease in closed-end residential mortgage loan balances in 2023 was primarily due to lower origination activity primarily attributable to the significant increase in market interest rates which began in 2022. Residential mortgage loans held for sale at December 31, 2023 totaled $1.8 million, an increase of $0.7 million, or 60.9%, from the December 31, 2022 balance of $1.1 million, which decreased by $2.4 million, or 68.7%, from the December 31, 2021 balance of $3.5 million. We did not securitize any residential mortgage loans in 2023, 2022 and 2021. #### Home Equity Home equity lines of credit ("HELOCs"), which typically carry floating or fixed interest rates, are underwritten according to policy and guidelines reviewed and approved by the Board of Directors. All HELOCs originated since early 2011 have a ten-year draw period followed by a 20-year repayment period during which the principal balance will be fully amortized. HELOCs are underwritten using a qualifying payment which assumes the line is fully drawn and is amortizing as if it was in the repayment period. Underwriting criteria include a minimum FICO score, maximum debt-to-income ratio ("DTI"), and maximum combined loan-to-value ratio ("CLTV"). HELOCs are monitored based on default, delinquency, end of draw period, and maturity. HELOC balances as of December 31, 2023 totaled $736.5 million, decreasing by $2.9 million, or 0.4%, from the $739.4 million held at December 31, 2022, which increased by $102.1 million, or 16.0%, from the $637.2 million held at December 31, 2021. #### Commercial Mortgage Real estate mortgage loans secured by commercial properties represent a sizable portion of our loan portfolio. Our policy with respect to commercial mortgages is that loans be made for sound purposes, have a definite source and/or plan of repayment established at inception, and be backed up by reliable secondary sources of repayment and satisfactory collateral with good marketability. Loans secured by commercial property carry a greater risk than loans secured by residential property due to operating income risk. Operating income risk is the risk that the borrower will be unable to generate sufficient cash flow from the operation of the property. The commercial real estate market and interest rate conditions through economic cycles will impact risk levels. Commercial mortgage balances as of December 31, 2023 totaled $1.38 billion, increasing by $19.8 million, or 1.5%, from the $1.36 billion held at December 31, 2022, which increased by $142.9 million, or 11.7%, from the $1.22 billion held at December 31, 2021. The increase in commercial mortgage balances in 2023 was primarily due to increased demand from both new and existing customers. #### Consumer Loans The following table sets forth the major components of our consumer loan portfolio as of the dates indicated. **Table 11.** Consumer Loan Portfolio Composition *(Dollars in thousands)* | | December 31, 2023 Amount | Percent | December 31, 2022 Amount | Percent | | --- | ---: | ---: | ---: | ---: | | Automobile | $282,982 | 44.9% | $368,266 | 46.1% | | Purchased unsecured consumer and home improvement | 213,388 | 33.8 | 314,925 | 39.4 | | Other revolving credit plans | 100,257 | 15.9 | 80,351 | 10.1 | | Student loans | 544 | 0.1 | 1,064 | 0.1 | | Other | 33,370 | 5.3 | 34,181 | 4.3 | | Total consumer | $630,541 | 100.0% | $798,787 | 100.0% | For consumer loans, credit risk is managed on a pooled basis. Considerations include an evaluation of the quality, character and inherent risks in the loan portfolio, current and projected economic conditions and past loan loss experience. Consumer loans represent a moderate credit risk. Loans in this category are generally either unsecured or secured by personal assets such as automobiles. The average loan size is generally small and risk is diversified among many borrowers. Our policy is to utilize credit-scoring systems for most of our consumer loans, which offer the ability to manage credit exposure based on our risk tolerance and loss experience. From time to time, we will tactically deploy funds, which are not utilized in our current short-term core lending markets, by purchasing certain consumer loan portfolios. Consumer loans totaled $630.5 million at December 31, 2023, decreasing by $168.2 million, or 21.1%, from December 31, 2022 of $798.8 million, which increased by $174.9 million, or 28.0%, compared to the $623.9 million held at December 31, 2021. At December 31, 2023, automobile loans, primarily indirect dealer loans and loans purchased from third-party originators, comprised 44.9% of consumer loans outstanding. Total automobile loans of $283.0 million at December 31, 2023 decreased by $85.3 million, or 23.2%, from December 31, 2022 of $368.3 million, which increased by $69.9 million, or 23.4%, from $298.4 million at December 31, 2021. In 2023, we purchased $15.7 million in U.S. Mainland automobile loans, which included a $0.6 million premium over the $15.2 million outstanding balance. In 2022, we purchased U.S. Mainland automobile loans totaling $106.2 million, which included a $4.7 million premium over the $101.5 million outstanding balance. In 2021, we purchased U.S. Mainland automobile loans totaling $76.5 million, which included a $5.1 million premium over the $71.4 million outstanding balance. Purchased unsecured consumer and home improvement loans of $213.4 million at December 31, 2023 decreased by $101.5 million, or 32.2%, from December 31, 2022 of $314.9 million, which increased by $109.3 million, or 53.2%, from $205.6 million at December 31, 2021. In 2023, we purchased $3.9 million in U.S. Mainland unsecured consumer loans under forward flow purchase agreements at par, with outstanding balances totaling $3.9 million. In 2022, we purchased U.S. Mainland unsecured consumer loans under forward flow purchase agreements with outstanding balances totaling $229.3 million for $217.2 million, reflecting a net discount of $12.1 million. In 2021, we purchased U.S. Mainland unsecured consumer loans under forward flow purchase agreements with outstanding balances totaling $199.8 million for $190.2 million, reflecting a net discount of $9.6 million. Other revolving credit plans loans include extensions of credit to individuals and totaled $100.3 million at December 31, 2023, which increased by $19.9 million, or 24.8%, from December 31, 2022 of $80.4 million, which increased by $1.7 million, or 2.1%, from $78.7 million at December 31, 2021. Total student loans of $0.5 million at December 31, 2023 decreased by $0.5 million, or 48.9%, from December 31, 2022 of $1.1 million, which decreased by $0.8 million, or 42.9%, from $1.9 million at December 31, 2021. Other consumer loans of $33.4 million at December 31, 2023 decreased by $0.8 million, or 2.4%, from December 31, 2022 of $34.2 million, which decreased by $5.2 million, or 13.1%, from $39.4 million at December 31, 2021. ### Concentrations of Credit Risk As of December 31, 2023, approximately $4.23 billion, or 77.8% of loans outstanding were secured by real estate, including construction loans, residential mortgage loans, home equity loans, and commercial mortgage loans. As of December 31, 2022, approximately $4.21 billion, or 75.8% of loans outstanding were secured by real estate, including construction loans, residential mortgage loans, home equity loans, and commercial mortgage loans. The majority of our loans are made to companies and individuals with headquarters in, or residing in, the State of Hawaii. Consistent with our focus of being a Hawaii-based bank, 85.2% of our loan portfolio was concentrated in the Hawaii market while 14.8% was concentrated in the U.S. Mainland as of December 31, 2023. As of December 31, 2022, 82.7% and 17.3% of our loan portfolio was concentrated in the Hawaii market and U.S. Mainland, respectively. Our foreign credit exposure as of December 31, 2023 and December 31, 2022 was minimal and did not exceed 1% of total assets. ### Maturities and Sensitivities of Loans to Changes in Interest Rates At December 31, 2023, all PPP loans were fixed-rate. Commercial and industrial loans, excluding PPP loans, were 52.0% fixed-rate and 48.0% variable-rate. Real estate construction loans were 44.2% fixed-rate and 55.8% variable-rate. Residential mortgage loans were 84.1% fixed-rate and 15.9% variable-rate. Home equity lines and loans were 13.5% fixed-rate and 86.5% variable-rate. Commercial mortgage loans were 55.9% fixed-rate and 44.1% variable-rate. Consumer loans were 86.2% fixed-rate and 13.8% variable-rate. Commercial loans and commercial mortgage loans with variable interest rates are underwritten at the current market rate of interest. For commercial loans and commercial real estate loans with a fixed-rate period that are not fully amortizing, the loans are underwritten at the current market rate of interest. At the expiration of the fixed-rate period and/or maturity, the projected loan balance at that time is underwritten at an interest rate based on the current interest rate plus two percent per annum (2%). Qualifying payments for our variable-rate residential mortgage loans with initial fixed-rate periods of five years or less are calculated using the greater of the note rate plus 2% per annum or the fully indexed rate. Payments for our variable-rate loans with a fixed-rate period of greater than five years are calculated using the greater of the note rate or the fully indexed rate. The qualifying payment for our HELOCs is based on the fully indexed rate plus the required principal plus interest payment due during the repayment period assuming the line was fully drawn. Our consumer lines of credit use a qualifying payment based on a percentage of the credit limit that exceeds the actual required fully indexed interest rate payment calculation. The following table sets forth the maturity distribution and sensitivities of the loan portfolio to changes in interest rates at December 31, 2023. Maturities are based on contractual maturity dates and do not factor in principal amortization. This differs from the assumptions used in the net interest income sensitivity analysis included in Table 22 - Net Interest Income Sensitivity. **Table 12.** Maturity Distribution and Sensitivities of Loans to Changes in Interest Rates *(Dollars in thousands)* | Commercial and industrial - SBA PPP: | Maturing One Year or Less | Over One Through Five Years | Over Five Through Fifteen Years | Over Fifteen Years | Total | Percentage | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | With fixed interest rates | $— | $1,313 | $— | $— | $1,313 | 100.0% | | Total commercial and industrial - SBA PPP | — | 1,313 | — | — | 1,313 | 100.0% | | Commercial and industrial - Other: | | | | | | | | With fixed interest rates | 2,786 | 169,350 | 126,792 | — | 298,928 | 52.0% | | With variable interest rates | 44,180 | 171,743 | 8,161 | 51,713 | 275,797 | 48.0% | | Total commercial and industrial - other | 46,966 | 341,093 | 134,953 | 51,713 | 574,725 | 100.0% | | Construction: | | | | | | | | With fixed interest rates | 2,182 | 16,833 | 62,020 | 1,103 | 82,138 | 44.2% | | With variable interest rates | 29,148 | 37,783 | 13,899 | 23,026 | 103,856 | 55.8% | | Total construction | 31,330 | 54,616 | 75,919 | 24,129 | 185,994 | 100.0% | | Residential mortgage: | | | | | | | | With fixed interest rates | 1,932 | 13,967 | 217,807 | 1,387,577 | 1,621,283 | 84.1% | | With variable interest rates | 86 | 4,028 | 17,389 | 284,420 | 305,923 | 15.9% | | Total residential mortgage | 2,018 | 17,995 | 235,196 | 1,671,997 | 1,927,206 | 100.0% | | Home equity: | | | | | | | | With fixed interest rates | 2 | 18,274 | 39,353 | 41,307 | 98,936 | 13.5% | | With variable interest rates | 1,705 | 5,278 | 15,088 | 613,493 | 635,564 | 86.5% | | Total home equity | 1,707 | 23,552 | 54,441 | 654,800 | 734,500 | 100.0% | | Commercial mortgage: | | | | | | | | With fixed interest rates | 40,360 | 235,474 | 497,644 | — | 773,478 | 55.9% | | With variable interest rates | 63,720 | 325,345 | 222,036 | — | 611,101 | 44.1% | | Total commercial mortgage | 104,080 | 560,819 | 719,680 | — | 1,384,579 | 100.0% | | Consumer: | | | | | | | | With fixed interest rates | 19,319 | 401,341 | 36,967 | 86,058 | 543,685 | 86.2% | | With variable interest rates | 3,535 | 56,024 | 201 | 27,453 | 87,213 | 13.8% | | Total consumer | 22,854 | 457,365 | 37,168 | 113,511 | 630,898 | 100.0% | | All loans: | | | | | | | | With fixed interest rates | 66,581 | 856,552 | 980,583 | 1,516,045 | 3,419,761 | 62.9% | | With variable interest rates | 142,374 | 600,201 | 276,774 | 1,000,105 | 2,019,454 | 37.1% | | Gross loans | $208,955 | $1,456,753 | $1,257,357 | $2,516,150 | $5,439,215 | 100.0% | ### Provision and Allowance for Credit Losses for Loans As described above under the "Critical Accounting Policies and Use of Estimates" section, the provision for credit losses ("Provision") for loans is determined by management's ongoing evaluation of the loan portfolio and our assessment of the ability of the ACL for loans to cover expected credit losses for loans. Our methodology for determining the adequacy of the ACL and Provision for loans takes into account many factors, including the level and trend of nonperforming and potential problem loans, net charge-off experience, current repayment by borrowers, prepayment assumptions, fair value of collateral securing specific loans, changes in lending and underwriting standards and general economic factors, nationally and in the markets we serve. The Company maintains its ACL at an appropriate level as of a given balance sheet date to absorb management's best estimate of expected credit losses in its loan portfolios that will likely be realized over the expected life of our loan portfolio. This is based upon management's comprehensive analysis of the risk profiles particular to the respective loan portfolios. Analysis of the appropriateness of the ACL for loans is performed quarterly to coincide with financial disclosure to the public and to the regulatory agencies and is governed by a Board of Directors-approved policy and methodology. The following table sets forth certain information with respect to the ACL for loans as of the dates or for the periods presented. **Table 13.** Allowance for Credit Losses for Loans *(Dollars in thousands)* | Allowance for Credit Losses ("ACL") for Loans | Year Ended December 31, 2023 | 2022 | 2021 | | --- | ---: | ---: | ---: | | Balance at beginning of period | $63,738 | $68,097 | $83,269 | | Charge-offs: | | | | | Commercial and industrial - Other | 1,962 | 1,969 | 1,723 | | Consumer | 17,245 | 6,399 | 4,402 | | Total | 19,207 | 8,368 | 6,125 | | Recoveries: | | | | | Commercial and industrial - Other | 720 | 995 | 1,004 | | Real estate: | | | | | Construction | 1 | 76 | 1,159 | | Residential mortgage | 77 | 295 | 358 | | Home equity | 57 | 36 | 9 | | Commercial mortgage | — | — | 73 | | Consumer | 3,313 | 2,319 | 2,673 | | Total | 4,168 | 3,721 | 5,276 | | Net loan charge-offs | 15,039 | 4,647 | 849 | | Provision (credit) for credit losses for loans (1) | 15,235 | 288 | (14,323) | | Balance at end of period | $63,934 | $63,738 | $68,097 | | Average loans outstanding | $5,508,530 | $5,298,573 | $5,071,516 | | **Ratios:** | | | | | ACL to total loans | 1.18% | 1.15% | 1.33% | | ACL to nonaccrual loans | 912.30% | 1,213.83% | 1,157.92% | | Net loan charge-offs to average loans outstanding | 0.27% | 0.09% | 0.02% | | (1) In 2020, the Company recorded a reserve on accrued interest receivable ("AIR") of $0.2 million for loans on active payment forbearance or deferral, which were granted to borrowers impacted by the COVID-19 pandemic. This reserve was recorded as a contra-asset against AIR with the offset to provision for credit losses. This reserve balance of $0.2 million was reversed during the second quarter of 2021 due to the significant decline in loans on active forbearance or deferral and the Company did not have a reserve on accrued interest receivable as of December 31, 2021, 2022 or 2023. The provision for credit losses presented in this table excludes the provision (credit) for credit losses on AIR. | | | | Our ACL for loans at December 31, 2023 totaled $63.9 million, which increased by $0.2 million, or 0.3%, from $63.7 million at December 31, 2022, which decreased by $4.4 million, or 6.4%, from $68.1 million at December 31, 2021. When expressed as a percentage of total loans, our ACL for loans was 1.18%, 1.15%, and 1.33% as of December 31, 2023, 2022 and 2021, respectively. During 2023, we recognized a Provision of $15.7 million, which included a Provision for off-balance sheet credit exposures of $0.5 million and a Provision for loans of $15.2 million. During 2022, we recognized a credit to the Provision of $1.3 million, which included a credit to the Provision for off-balance sheet credit exposures of $1.6 million, offset by a debit to the Provision for loans of $0.3 million. During 2021, we recognized a credit to the Provision of $14.6 million, which included a credit to the Provision for loans of $14.3 million, a credit to the Provision for off-balance sheet credit exposures of $0.1 million and a credit to the Provision for accrued interest receivable of $0.2 million. The increase in our ACL for loans as a percentage of total loans from December 31, 2022 to December 31, 2023 and the increase in the Provision in 2023 reflects higher charge-offs of our U.S. Mainland unsecured consumer loan portfolio, and the outlook for continued pressure on the national consumer segment. Our ACL for loans as a percentage of our nonaccrual loans decreased to 912% at December 31, 2023 from 1,214% at December 31, 2022, which increased from 1,158% at December 31, 2021. Overall, the Company maintained strong credit quality as represented by nonperforming assets of $7.0 million, $5.3 million, and $5.9 million at December 31, 2023, 2022 and 2021, respectively. Net charge-offs were $15.0 million, $4.6 million, and $0.8 million, respectively, for the years ended December 31, 2023, 2022 and 2021. The following table sets forth the allocation of the ACL by loan category as of the dates indicated. Our practice is to make specific allocations on impaired loans and general allocations to each loan category based on management's risk assessment and estimated loss rate. **Table 14.** Allocation of Allowance for Credit Losses for Loans *(Dollars in thousands)* | Commercial and industrial: | December 31, 2023 ACL for Loans | ACL % of Loan Category | Loan Category as a % of Total Loans | December 31, 2022 ACL for Loans | ACL % of Loan Category | Loan Category as a % of Total Loans | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | SBA PPP | $— | —% | —% | $2 | 0.1% | —% | | Other | 7,181 | 1.3 | 10.6 | 6,822 | 1.3 | 9.8 | | Real estate: | | | | | | | | Construction | 4,004 | 2.2 | 3.4 | 2,867 | 1.7 | 3.0 | | Residential mortgage | 14,626 | 0.8 | 35.5 | 11,804 | 0.6 | 35.0 | | Home equity | 3,501 | 0.5 | 13.5 | 4,114 | 0.6 | 13.3 | | Commercial mortgage | 17,543 | 1.3 | 25.4 | 17,902 | 1.3 | 24.5 | | Consumer | 17,079 | 2.7 | 11.6 | 20,227 | 2.5 | 14.4 | | Total | $63,934 | 1.2 | 100.0% | $63,738 | 1.1 | 100.0% | In accordance with GAAP, loans held for sale and other real estate assets are not included in our assessment of the ACL. ### Nonperforming Assets, Accruing Loans Delinquent for 90 Days or More, Restructured Loans Still Accruing Interest The following table sets forth nonperforming assets ("NPAs"), accruing loans delinquent for 90 days or more and restructured loans still accruing interest as of the dates indicated. **Table 15.** Nonperforming Assets, Past Due and Restructured Loans *(Dollars in thousands)* | Nonaccrual loans (1) Commercial and industrial: | December 31, 2023 | December 31, 2022 | | --- | ---: | ---: | | Other | $432 | $297 | | Real estate: | | | | Residential mortgage | 4,962 | 3,808 | | Home equity | 834 | 570 | | Commercial mortgage | 77 | — | | Consumer | 703 | 576 | | Total nonaccrual loans | 7,008 | 5,251 | | **Other real estate owned ("OREO")** | | | | Total other real estate owned ("OREO") | — | — | | Total nonperforming assets ("NPAs") | 7,008 | 5,251 | | **Accruing loans delinquent for 90 days or more** | | | | Commercial and industrial: | | | | SBA PPP | — | 13 | | Other | — | 26 | | Real estate: | | | | Residential mortgage | — | 559 | | Home equity | 229 | — | | Consumer | 1,083 | 1,240 | | Total accruing loans delinquent for 90 days or more | 1,312 | 1,838 | | Total NPAs and accruing loans delinquent for 90 days or more | $8,320 | $7,089 | *(Dollars in thousands)* | Ratios: | December 31, 2023 | December 31, 2022 | | --- | ---: | ---: | | Ratio of nonaccrual loans to total loans | 0.13% | 0.09% | | Ratio of NPAs and accruing loans delinquent for 90 days or more to total loans and OREO | 0.15 | 0.13 | | Ratio of classified assets and OREO to tier 1 capital and ACL | 3.41 | 6.25 | | **Year-to-date changes in NPAs:** | | | | Balance at beginning of year | $5,251 | $5,881 | | Additions | 12,861 | 6,774 | | Reductions: | | | | Payments | (6,781) | (2,410) | | Return to accrual status | (570) | (1,677) | | Charge-offs, valuation and other adjustments | (3,753) | (3,317) | | Total reductions | (11,104) | (7,404) | | Balance at end of year | $7,008 | $5,251 | Nonperforming assets, which includes nonaccrual loans, nonperforming loans classified as held for sale, if any, and other real estate owned, totaled $7.0 million, or 0.09% of total assets at December 31, 2023, compared to $5.3 million, or 0.07% of total assets at December 31, 2022. Nonperforming assets at December 31, 2023 were comprised entirely of nonaccrual loans totaling $7.0 million, none of which were loans classified as held for sale. The increase in nonperforming assets in 2023 was attributable to $12.9 million in gross additions, offset by $6.8 million in repayments, $0.6 million in loans returned to accrual status and $3.8 million in charge-offs, valuation and other adjustments. Net changes to nonperforming assets by category during 2023 included net increases in residential mortgage loans of $1.2 million, home equity loans of $0.3 million and commercial and industrial, consumer and commercial mortgage loans of $0.1 million each. Loans delinquent for 90 days or more still accruing interest totaled $1.3 million at December 31, 2023, compared to $1.8 million at December 31, 2022. Since the adoption of ASU 2022-02 on January 1, 2023 and during the year ended December 31, 2023, the Company has not modified any loans for borrowers experiencing financial difficulty that were determined to be material under management's judgement for further disclosure. In response to the Maui wildfires, the Company provided three to six months interest and/or principal loan payment deferrals to customers who were directly impacted by the wildfires on a case-by-case basis. The Company granted 146 loan payment deferrals on loan balances totaling $31.6 million as of December 31, 2023. The loan payment deferrals were not considered more than minor and thus are not reportable as loan modifications to borrowers facing financial difficulty. Prior to our adoption of ASU 2022-02, we accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a troubled debt restructuring ("TDR"). Loans identified as TDRs prior to our adoption of ASU 2022-02 included in nonperforming assets at December 31, 2023 consisted of five Hawaii residential mortgage loans with a combined principal balance of $0.9 million and a Hawaii consumer loan of $15 thousand. At December 31, 2022, loans identified as TDRs prior to our adoption of ASU 2022-02 included in nonperforming assets consisted of four loans with a principal balance of $1.1 million. There were $2.1 million of loans identified as TDRs prior to our adoption of ASU 2022-02 still accruing interest at December 31, 2023, none of which were more than 90 days delinquent. At December 31, 2022, there were $2.8 million of loans identified as TDRs prior to our adoption of ASU 2022-02 still accruing interest, none of which were more than 90 days delinquent. Criticized loans at December 31, 2023 declined by $27.1 million from December 31, 2022 to $50.0 million, or 0.9% of the total loan portfolio. Special mention loans declined by $8.2 million to $24.8 million, or 0.5% of the total loan portfolio. Classified loans declined by $18.9 million to $25.3 million, or 0.5% of the total loan portfolio. The Company's ratio of classified assets and other real estate owned to tier 1 capital and the ACL decreased from 6.25% at December 31, 2022 to 3.41% at December 31, 2023. ### Investment Portfolio The following table sets forth the amounts and distribution of investment securities held as of the dates indicated. **Table 16.** Distribution of Investment Securities *(Dollars in thousands)* | Debt securities: | December 31, 2023 HTM (Amortized Cost) | AFS (Fair Value) | December 31, 2022 HTM (Amortized Cost) | AFS (Fair Value) | | --- | ---: | ---: | ---: | ---: | | States and political subdivisions | $41,959 | $126,635 | $41,840 | $135,752 | | Corporate securities | — | 31,414 | — | 30,211 | | U.S. Treasury obligations and direct obligations of U.S Government agencies | — | 26,197 | — | 25,715 | | Mortgage-backed securities: | | | | | | Residential - U.S. government-sponsored enterprises ("GSEs") | 590,379 | 378,386 | 623,043 | 423,803 | | Residential - Non-government sponsored enterprises ("Non-GSEs") | — | 18,708 | — | 8,662 | | Commercial - U.S. GSEs and agencies | — | 50,914 | — | 46,144 | | Commercial - Non-GSEs | — | 14,956 | — | 1,507 | | Total | $632,338 | $647,210 | $664,883 | $671,794 | Investment securities totaled $1.28 billion at December 31, 2023, which decreased by $57.1 million, or 4.3%, from the $1.34 billion held at December 31, 2022, which decreased by $295.0 million, or 18.1%, from the $1.63 billion at year-end 2021. The decrease in the investment securities portfolio reflects principal runoff of $99.2 million and the sale of investment securities with a book value of $30.0 million, partially offset by purchases of investment securities of $47.4 million and a market valuation increase on the AFS portfolio of $29.3 million. In December 2023, the Company executed an investment portfolio restructuring of its AFS investment securities portfolio. The Company sold 17 AFS investment securities with a book value of $30.0 million, weighted average yield of 3.25%, weighted average duration of 3.4 years, and received proceeds of $28.1 million, which resulted in gross realized losses of $1.9 million. No gross gains were realized on the sale. With the proceeds, the Company purchased higher yielding AFS investment securities totaling $28.3 million with a weighted average yield of 5.68% and a weighted average duration of 2.5 years. The fluctuations in market valuation on the AFS portfolio continues to be driven by changes in market interest rates. To mitigate the potential future impact to capital through AOCI, in 2022, the Company transferred 81 investment securities that were classified as AFS to HTM. The investment securities had an amortized cost basis of $762.7 million and a fair market value of $673.2 million. On the dates of transfer, these securities had total net unrealized losses of $89.5 million. There was no impact to net income as a result of the reclassifications. #### Maturity Distribution of Investment Portfolio The following table sets forth the maturity distribution of the investment portfolio and weighted-average yields by investment type and maturity grouping at December 31, 2023. **Table 17.** Maturity Distribution of Investment Portfolio *(Dollars in thousands)* | Portfolio Type and Maturity Grouping Held-to-maturity portfolio: Debt securities - States and political subdivisions: | Carrying Value | Weighted Average Yield (1) | | --- | ---: | ---: | | After ten years | $41,959 | 2.26% | | Total debt securities - States and political subdivisions | 41,959 | 2.26 | | Residential mortgage-backed securities - U.S. government-sponsored entities ("GSEs"): | | | | After ten years | 590,379 | 1.92 | | Total residential mortgage-backed securities - U.S. GSEs | 590,379 | 1.92 | | Total held-to-maturity portfolio | $632,338 | 1.95% | | **Available-for-sale portfolio:** | | | | Debt securities - States and political subdivisions: | | | | Within one year | $1,600 | 2.68% | | After one but within five years | 10,953 | 4.23 | | After five but within ten years | 17,679 | 3.85 | | After ten years | 96,403 | 2.30 | | Total debt securities - States and political subdivisions | 126,635 | 2.69 | | Debt securities - Corporate: | | | | After one but within five years | 22,115 | 1.73 | | After five but within ten years | 9,299 | 1.74 | | Total debt securities - Corporate | 31,414 | 1.73 | | Debt securities - U.S. Treasury obligations and direct obligations of U.S Government agencies: | | | | Within one year | 149 | 6.46 | | After one but within five years | 2,159 | 5.98 | | After five but within ten years | 13,463 | 3.07 | | After ten years | 10,426 | 7.49 | | Total debt securities - U.S. Treasury obligations and direct obligations of U.S Government agencies | 26,197 | 5.09 | | Residential mortgage-backed securities - U.S. GSEs: | | | | After one but within five years | 724 | 2.06 | | After five but within ten years | 10,173 | 2.36 | | After ten years | 367,489 | 2.04 | | Total residential mortgage-backed securities - U.S. GSEs | 378,386 | 2.05 | | Residential mortgage-backed securities - Non-government sponsored entities ("Non-GSEs"): | | | | After ten years | 18,708 | 4.64 | | Total residential mortgage-backed securities - Non-GSEs | 18,708 | 4.64 | | Commercial mortgage-backed securities - U.S. GSEs and agencies: | | | | After one but within five years | 20,435 | 2.85 | | After ten years | 30,479 | 2.66 | | Total commercial mortgage-backed securities - U.S. GSEs and agencies | 50,914 | 2.74 | | Commercial mortgage-backed securities - Non-GSEs: | | | | After ten years | 14,956 | 5.04 | | Total commercial mortgage-backed securities - Non-GSEs | 14,956 | 5.04 | | Total available-for-sale portfolio | $647,210 | 2.48% | | Total investment securities | $1,279,548 | 2.22% | 63 (1) Weighted-average yields are computed on an annual basis, and yields on tax-exempt obligations are computed on a taxable-equivalent basis using a federal statutory tax rate of 21%. The weighted-average yield of the investment portfolio was 2.22% as of December 31, 2023, which increased by 12 bps from 2.10% as of December 31, 2022. ### Deposits The primary source of our funding comes from deposits in the State of Hawaii. In this competitive market, we strive to distinguish ourselves by providing exceptional customer service in our branch offices and through digital channels, and establishing long-term relationships with businesses and their principals. Our focus has been to develop a large, stable base of core deposits, which are comprised of non-interest bearing and interest-bearing demand deposits, savings and money market deposits, and time deposits less than $250,000. Time deposits in amounts of $250,000 and greater are generally considered to be more price-sensitive than relationship-based and are thus given less focus in our marketing and sales efforts. The following table sets forth the composition of our deposits by category as of the dates indicated. **Table 18.** Deposits by Categories *(Dollars in thousands)* | | December 31, 2023 | December 31, 2022 | | --- | ---: | ---: | | Noninterest-bearing demand deposits | $1,913,379 | $2,092,823 | | Interest-bearing demand deposits | 1,329,189 | 1,453,167 | | Savings and money market deposits | 2,209,733 | 2,199,028 | | Time deposits less than $100,000 | 261,345 | 181,547 | | Other time deposits of $100,000 to $250,000 | 272,553 | 148,601 | | Core deposits | 5,986,199 | 6,075,166 | | Government time deposits | 374,581 | 290,057 | | Other time deposits greater than $250,000 | 486,812 | 371,000 | | Total time deposits greater than $250,000 | 861,393 | 661,057 | | Total deposits | $6,847,592 | $6,736,223 | Total deposits of $6.85 billion at December 31, 2023 increased by $111.4 million, or 1.7%, from total deposits of $6.74 billion at December 31, 2022. Total deposits at December 31, 2022 increased by $97.1 million, or 1.5%, over the year-end 2021 balance of $6.64 billion. The increase in deposits in 2023 reflects net increases in savings and money market deposits of $10.7 million, other time deposits up to $250,000 totaling $203.8 million, government time deposits of $84.5 million, and other time deposits greater than $250,000 (excluding government time deposits) of $115.8 million. The net increases were partially offset by decreases in noninterest-bearing demand deposits of $179.4 million and interest-bearing demand deposits of $124.0 million. The Company did not have any wholesale, brokered or listing service deposits. Core deposits totaled $5.99 billion at December 31, 2023 and decreased by $88.97 million, or 1.5%, from December 31, 2022, which decreased by $0.08 billion or 1.3% from December 31, 2021. Core deposits as a percentage of total deposits was 87.4% at December 31, 2023, compared to 90.2% at December 31, 2022 and 92.8% at December 31, 2021. After experiencing large increases in core deposits in 2020 and 2021 primarily due to the deposit of PPP funds and other government stimulus into both new and existing deposit accounts, during 2022 and 2023, the Company experienced moderation of core deposit balances and continues to experience migration from lower cost demand deposits to higher cost time deposits attributable to the rising interest rate environment. Going forward, the Company is focused on expanding deposit relationships with both commercial and retail customers in the State of Hawaii. As an FDIC-insured institution, our deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. The Company reported uninsured deposits of $2.91 billion, or approximately 42% of total deposits in its FDIC Call Report as of December 31, 2023, compared to the reported $2.78 billion, or approximately 41% of total deposits as of December 31, 2022. The Company had fully collateralized deposits of approximately $536.3 million and $426.2 million as of December 31, 2023 and December 31, 2022, respectively. The Company's uninsured deposits, excluding fully collateralized deposits, were approximately $2.37 billion, or approximately 35% of total deposits, and $2.35 billion, or approximately 35% of total deposits, as of December 31, 2023 and December 31, 2022, respectively. The table below sets forth the contractual maturities of our time deposits greater than the FDIC insurance limit of $250,000 as of December 31, 2023. **Table 19.** Contractual Maturities of Time Deposits Greater Than $250,000 *(Dollars in thousands)* | Remaining maturity: | | | --- | ---: | | Three months or less | $484,074 | | Over three months through twelve months | 370,004 | | Over one year through three years | 6,347 | | Over three years | 968 | | Total | $861,393 | For additional information regarding the contractual maturities of our time deposits, See Note 9 - Deposits to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." The table below sets forth information regarding the average balances and average rates paid for certain deposit categories for each of the periods presented. **Table 20.** Average Balances and Average Rates Paid on Deposits *(Dollars in thousands)* | | Year Ended December 31, 2023 Average Balance | Average Rate Paid | 2022 Average Balance | Average Rate Paid | | --- | ---: | ---: | ---: | ---: | | Noninterest-bearing demand deposits | $1,933,666 | —% | $2,216,645 | —% | | Interest-bearing demand deposits | 1,359,240 | 0.13 | 1,438,232 | 0.06 | | Savings and money market deposits | 2,195,763 | 1.00 | 2,208,630 | 0.19 | | Time deposits | 1,211,458 | 3.24 | 740,542 | 0.83 | | Interest-bearing deposits | 4,766,461 | 1.32 | 4,387,404 | 0.25 | | Total deposits | $6,700,127 | 0.94 | $6,604,049 | 0.17 | Average balances are computed using daily average balances. The average rate on time deposits, which are most sensitive to changes in market rates, increased by 241 bps in 2023, while savings and money market deposit rates increased by 81 bps. The average rate paid on interest-bearing deposits increased 107 bps to 1.32% in 2023 from 0.25% in 2022, which increased from 0.09% in 2021. The average rate paid on all deposits increased 77 bps to 0.94% in 2023 from 0.17% in 2022, which increased from 0.06% in 2021. Based on the Federal Open Market Committee's recent statements, the Company anticipates interest rates will begin to decline in 2024. However, the Company expects overall deposit rates to continue to increase slightly in 2024 as time deposits continue to mature and reprice. In addition to the external interest rate environment, the overall direction and magnitude of rate movements in our deposit base will largely depend on the level of deposit growth we need to maintain adequate liquidity and competitive pricing considerations. ### Contractual Obligations The following table sets forth our material contractual obligations (excluding deposit liabilities) as of December 31, 2023. **Table 21.** Contractual Obligations *(Dollars in thousands)* | | Payments Due By Period Less Than One Year | Greater Than One Year | Total | | --- | ---: | ---: | ---: | | Long-term debt | $— | $156,547 | $156,547 | | SERP obligations | 574 | 8,700 | 9,274 | | Operating leases | 4,284 | 33,650 | 37,934 | | Purchase obligations | 14,977 | 37,856 | 52,833 | | Other long-term liabilities | 18,401 | 4,623 | 23,024 | | Total | $38,236 | $241,376 | $279,612 | Components of short-term borrowings and long-term debt are discussed in Note 10 - Short-Term Borrowings and Long-Term Debt to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." SERP obligations include obligations under our Supplemental Executive Retirement Plans, which are discussed in Note 14 - Retirement Benefits to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." Operating leases represent leases on bank premises as discussed in Note 15 - Operating Leases to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." Purchase obligations represent other contractual obligations to purchase goods or services at specified terms including, but not limited to, software licensing agreements, equipment maintenance contracts and professional service contracts. Other long-term liabilities represent expected payments for unfunded commitments related to our investments in LIHTC partnerships and other unconsolidated entities. In January 2021, the Board of Directors approved termination of, and authorized Company management to commence taking actions to terminate, the Company's defined benefit retirement plan. Final settlement occurred during the second quarter of 2022. The Company has no further defined benefit retirement plan liability or ongoing pension expense recognition as of December 31, 2023. Contractual obligations in Table 21 - Contractual Obligations do not include off-balance sheet arrangements. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees written, forward foreign exchange contracts, forward interest rate contracts and interest rate swaps and options. These instruments and the related off-balance sheet exposures are discussed in detail in Note 20 - Financial Instruments With Off-Balance Sheet Risk to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ### Capital Resources In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources and uses of capital in conjunction with an analysis of the size and quality of our assets, the anticipated performance of our business, and the level of risk and regulatory capital requirements. As part of this ongoing assessment, the Board of Directors reviews our capital position on an ongoing basis to ensure it is adequate, including, but not limited to, the need for raising additional capital (whether debt and/or equity) or returning capital to our shareholders, including the ability to declare cash dividends or repurchase our securities. ### Common and Preferred Equity Shareholders' equity totaled $503.8 million at December 31, 2023, an increase of $50.9 million, or 11.2%, from the $452.9 million at December 31, 2022, which decreased by $105.3 million, or 18.9%, from December 31, 2021. The increase in shareholders' equity from December 31, 2022 to December 31, 2023 was primarily attributable to net income of $58.7 million and other comprehensive income of $21.4 million, partially offset by cash dividends paid of $28.1 million and the repurchase of 130,010 shares of common stock for a total cost of $2.6 million. During 2023, the Company repurchased approximately 0.5% of its common stock outstanding at December 31, 2022. The decrease in shareholders' equity from December 31, 2021 to December 31, 2022 was primarily attributable to other comprehensive loss of $136.0 million, cash dividends paid of $28.5 million, and the repurchase of 868,613 shares of our common stock for a total cost of $20.7 million, under our stock repurchase program, partially offset by net income of $73.9 million. During 2022, the Company repurchased approximately 3.1% of its common stock outstanding at December 31, 2021. When expressed as a percentage of total assets, shareholders' equity was 6.6% at December 31, 2023, compared to 6.1% at December 31, 2022 and 7.5% at December 31, 2021. The increase in the ratio of shareholders' equity to total assets from 2022 to 2023 was primarily attributable to lower unrealized losses on available-for-sale investment securities recorded in accumulated other comprehensive income as of December 31, 2023 compared to December 31, 2022, and lower repurchases of common stock under the stock repurchase program during the year ended December 31, 2023. The decline in our ratio of shareholders' equity to total assets from 2021 to 2022 was primarily attributable to unrealized losses on available-for-sale investment securities recorded in accumulated other comprehensive loss during the year ended December 31, 2022 due to market volatility and the rising interest rate environment. Book value per share was $18.63, $16.76, and $20.14 at year-end 2023, 2022 and 2021, respectively. The increase in book value per share from 2022 was primarily attributable to the increase in shareholders' equity from December 31, 2022 to December 31, 2023, as described above. ### Trust Preferred Securities As of December 31, 2023, we have two remaining statutory trusts, CPB Capital Trust IV ("Trust IV") and CPB Statutory Trust V ("Trust V"), which issued a total of $50.0 million in floating rate trust preferred securities. On July 3, 2023, after the cessation of the LIBOR benchmark rate on June 30, 2023, the Company amended its Trust IV and Trust V debt agreements to replace the LIBOR-based reference rate with an adjusted CME Term Secured Overnight Financing Rate ("SOFR") plus a tenor spread adjustment. Accounting Standards Codification ("ASC") 848 allows us to account for the modification as a continuation of the existing contract without additional analysis. The $30.0 million in floating rate trust preferred securities of Trust IV bear an interest rate of three-month CME Term SOFR plus a tenor spread adjustment of 0.26% plus 2.45% and the $20.0 million in floating rate trust preferred securities of Trust V bear an interest rate of three-month CME Term SOFR plus a tenor spread adjustment of 0.26% plus 1.87%. Our obligations with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by the Company of the trusts' obligations with respect to its trust preferred securities. Subject to certain exceptions and limitations, we may elect from time to time to defer subordinated debenture interest payments, which would result in a deferral of dividend payments on the related trust preferred securities, for up to 20 consecutive quarterly periods without default or penalty. The Company determined that its investments in Trust IV and Trust V did not represent a variable interest and therefore the Company was not the primary beneficiary of each of the trusts. As a result, consolidation of the trusts by the Company was not required. ### Subordinated Notes On October 20, 2020, the Company completed a $55.0 million private placement of ten-year fixed-to-floating rate subordinated notes, which will be used to support regulatory capital ratios and for general corporate purposes. The Company exchanged the privately placed notes for registered notes with the same terms and in the same aggregate principal amount at the end of the fourth quarter of 2020. The notes bear a fixed interest rate of 4.75% for the first five years through November 1, 2025 and will reset quarterly thereafter for the remaining five years to the then current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 456 basis points. The notes are redeemable at our option on any interest payment date on or after November 1, 2025. The subordinated notes totaled $54.6 million as of December 31, 2023, and includes $0.4 million in debt issuance costs, which are being amortized over the expected life. ### Holding Company Capital Resources CPF is required to act as a source of strength to the Bank under the Dodd-Frank Act. CPF is obligated to pay its expenses and payments on its junior subordinated debentures which fund payments on the outstanding trust preferred securities and subordinated notes. CPF relies on the Bank to pay dividends to it to fund its obligations. In order to meet its ongoing obligations, on a stand-alone basis, CPF had an available cash balance of approximately $22.1 million as of December 31, 2023. As a Hawaii state-chartered bank, the Bank may only pay dividends to the extent it has retained earnings as defined under Hawaii banking law ("Statutory Retained Earnings"), which differs from GAAP retained earnings. The Bank had Statutory Retained Earnings of $169.1 million and $145.7 million, as of December 31, 2023 and 2022, respectively. Dividends are payable at the discretion of the Board of Directors and there can be no assurance that the Board of Directors will continue to pay dividends at the same rate, or at all, in the future. Our ability to pay cash dividends to our shareholders is subject to restrictions under federal and Hawaii law, including restrictions imposed by the FRB and covenants set forth in various agreements we are a party to, including covenants set forth in our subordinated debentures. For further information, see the "Dividends — Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" section. ### Share Repurchases We repurchase shares of our common stock when we believe such repurchases are in the best interests of the Company and our shareholders. In January 2022, the Company’s Board of Directors approved an authorization to repurchase up to $30 million of its common stock from time to time in the open market or in privately negotiated transactions, pursuant to a newly authorized share repurchase program (the "2022 Repurchase Plan"). In 2022, 868,613 shares of common stock, at a cost of $20.7 million, were repurchased under the Company's share repurchase programs. A total of $10.3 million remained available for repurchase under the 2022 Repurchase Plan at December 31, 2022. In January 2023, the Company’s Board of Directors approved a new authorization to repurchase of up to $25 million of its common stock from time to time in the open market or in privately negotiated transactions (the "2023 Repurchase Plan"), pursuant to a newly authorized share repurchase program. The 2023 Repurchase Plan replaced and superseded in its entirety the 2022 Repurchase Plan. Following the regional bank failures occurring in March 2023, the Company has significantly reduced its volume of share repurchases to strengthen capital and liquidity considering the elevated market risks. In 2023, 130,010 shares of common stock, at a cost of $2.6 million, were repurchased under the Company's 2022 and 2023 Repurchase Plans. A total of $23.4 million remained available for repurchase under the 2023 Repurchase Plan at December 31, 2023. The Company will continue to monitor the environment and assess risk and return as part of its ongoing capital management decisions on future share repurchases. In January 2024, the Company’s Board of Directors approved a new authorization to repurchase of up to $20 million of its common stock from time to time in the open market or in privately negotiated transactions (the "2024 Repurchase Plan"), pursuant to a newly authorized share repurchase program. The 2024 Repurchase Plan replaces and supersedes in its entirety the 2023 Repurchase Plan. Our ability to repurchase shares is subject to the capital needs of the Company, and there can be no assurance that the Board of Directors will approve the repurchase of shares of our common stock in the future. ### Transaction Risk Transaction risk is the risk to earnings or capital arising from problems in service, activity or product delivery. This risk is significant within any bank and is interconnected with other risk categories in most activities throughout the Company. Transaction risk is a function of internal controls, information systems, associate integrity, and operating processes. It arises daily throughout the Company as transactions are processed. It pervades all divisions, departments and centers and is inherent in all products and services we offer. In general, transaction risk by major area is categorized as high, medium or low by the Company. The audit plan ensures that high risk areas are reviewed annually. We utilize internal auditors and independent audit firms to test key controls of operational processes and to audit information systems, compliance management programs, loan programs and trust services. The key to managing transaction risk is in the design, documentation and implementation of well-defined procedures and controls. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, but not absolute, assurances of the effectiveness of these systems and controls, and that the objectives of these controls have been met. ### Compliance Risk Compliance risk is the risk to earnings or capital arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, or ethical standards. Compliance risk also arises in situations where the laws or rules governing certain products or activities of the Bank’s customers may be ambiguous or untested. Compliance risk exposes us to fines, civil money penalties, payment of damages, and the voiding of contracts. Compliance risk can also lead to a diminished reputation, reduced business value, limited business opportunities, lessened expansion potential, and lack of contract enforceability. The Company utilizes independent external firms to conduct compliance audits as a means of identifying weaknesses in the compliance program. There is no single or primary source of compliance risk. It is inherent in every activity. Frequently, it blends into operational risk and transaction risk. A portion of this risk is sometimes referred to as legal risk. This is not limited solely to risk from failure to comply with consumer protection laws; it encompasses all laws, as well as prudent ethical standards and contractual obligations. It also includes the exposure to litigation from all aspects of banking, traditional and non-traditional. Our risk management policies and codes of ethical conduct are cornerstones for controlling compliance risk. An integral part of controlling this risk is the proper training and development of employees. The Director of Compliance is responsible for developing and executing a comprehensive compliance training program. The Director of Compliance, in consultation with our internal and external legal counsel, seeks to provide our employees with adequate training commensurate to their job functions to ensure compliance with banking laws and regulations. Our risk management policies and programs includes a risk-based audit program aimed at identifying internal control deficiencies and weaknesses. We have in-depth audits performed by an independent audit firm under the direction of the Director of Internal Audit and supplemented by independent external firms, and periodic monitoring performed by our risk management personnel. Annually, an Audit Plan for the Company is developed and presented for approval to the Audit Committee. Our risk management team conducts periodic monitoring of our compliance efforts with a special focus on those areas that expose us to compliance risk. The purpose of the periodic monitoring is to verify whether our employees are adhering to established policies and procedures. Any material exceptions identified are brought forward to the appropriate department head, the Audit Committee and the Board Risk Committee. We recognize that customer complaints can often identify weaknesses in our compliance program which could expose us to risk. Therefore, we attempt to ensure that all complaints are given prompt attention. The Director of Compliance reviews formal complaints to determine if a significant compliance risk exists and communicates those findings to our Board Risk Committee. ### Strategic Risk Strategic risk is the risk to earnings or capital arising from adverse decisions or improper implementation of strategic decisions. This risk is a function of the compatibility between an organization’s goals, the resources deployed against those goals and the quality of implementation. Strategic risks are identified as part of the strategic planning process. Offsite strategic planning sessions, with members of the Board of Directors and Executive Committee, are held annually. The strategic review consists of an economic assessment, competitive analysis, industry outlook and risk and regulatory review. A primary measurement of strategic risk is peer group analysis. Key performance ratios are compared to peer groups consisting of U.S. banks of comparable size and complexity and banks in the Hawaii market to identify any sign of weakness and potential opportunities. Another measure is the comparison of the actual results of previous strategic initiatives against the expected results established prior to implementation of each strategy. ### Asset/Liability Management and Interest Rate Risk Our earnings and capital are sensitive to risk of interest rate fluctuations. Interest rate risk arises when rate-sensitive assets and rate-sensitive liabilities mature or reprice during different periods or in differing amounts. In the normal course of business, we are subjected to interest rate risk through the activities of making loans and taking deposits, as well as from our investment securities portfolio and other interest-bearing funding sources. Asset/liability management attempts to coordinate our rate-sensitive assets and rate-sensitive liabilities to meet our financial objectives. Our Asset/Liability Management Policy seeks to maximize the risk-adjusted return to shareholders while maintaining consistently acceptable levels of liquidity, interest rate risk and capitalization. Our Asset/Liability Management Committee ("ALCO") utilizes detailed and dynamic earnings and capital simulations that analyzes various interest rate scenarios and balance sheet forecasts. Earnings are typically measured by estimated changes in net interest income under different rate scenarios. Capital impact is measured through an Economic Value of Equity ("EVE") analysis which monitors the impact of the durations of rate sensitive assets and liabilities. The EVE analysis simulates the cash flows for all on- and off- balance sheet instruments under different rate scenarios which are then discounted to determine a present value for each scenario. The net present value of our assets and liabilities represent the EVE for each scenario. The EVE results for each scenario are then compared to the base scenario to determine the Company’s sensitivities to longer term rate exposures. The results of the analyses are shared with the Board of Directors and informs strategic actions to mitigate and optimize our risk position and profitability. Adverse interest rate risk exposures are managed through the shortening or lengthening of the duration of assets and liabilities. The ALCO simulation model used to measure and manage interest rate risk exposures includes both dynamic and static balance sheet and rate scenarios. The dynamic model scenarios provide an enhanced view that enables management and the Board of Directors to have a realistic view of the expected impact to earnings and capital from forecasted non-parallel movements in interest rates as well as balance sheet changes. On the other hand, static rate scenarios are a measurement of embedded interest rate risk in the balance sheet as of a point in time and incorporate various hypothetical interest rate scenarios that may include gradual or immediate parallel rate changes. The static scenarios have the benefit of comparability against other financial institutions but are not intended to represent management’s forecast. Both dynamic and static model simulations include the use of a number of key modeling assumptions including prepayment speeds, pricing spreads of assets and liabilities, deposit decay rates and the timing and magnitude of deposit rate changes in relation to changes in the overall level of interest rates. The assumptions are typically based on analyses of institution specific actual historical data and trends. Market information is also incorporated where relevant and appropriate. Assumptions are periodically reviewed and updated by ALCO. During periods of increased market volatility, assumptions will be reviewed more frequently. While management believes the assumptions are reasonable, actual behaviors and results may likely differ. The following table reflects our static net interest income sensitivity analysis as of December 31, 2023. The simulations estimate net interest income assuming no balance sheet growth under a flat interest rate scenario. The net interest income sensitivity is measured as the change in net interest income in alternate interest rate scenarios as a percentage of the flat rate scenario. The alternate rate scenarios assume rates move up or down 100 and 200 bps in either a gradual (defined as the stated change over a 12-month period in equal increments) or an instantaneous, parallel fashion. The net interest income sensitivity table shows that the Company’s balance sheet is relatively well-matched against movements in interest rates and within our ALCO Policy risk limits that have been approved by the Board of Directors. **Table 22.** Net Interest Income Sensitivity | Rate Change | Estimated Net Interest Income Sensitivity Gradual | Instantaneous | | --- | ---: | ---: | | +200 bps | 1.00% | 1.61% | | +100 bps | 0.39% | 0.68% | | -100 bps | (1.26)% | (1.73)% | | -200 bps | (2.53)% | (3.59)% | ### Liquidity Risk and Borrowing Arrangements Our objective in managing liquidity is to maintain a balance between sources and uses of funds in order to economically meet the cash requirements of customers for loans and deposit withdrawals and participate in lending and investment opportunities as they arise. We monitor our liquidity position in relation to changes in loan and deposit balances on a daily basis to assure maximum utilization, maintenance of an adequate level of readily marketable assets and access to short-term funding sources. The high profile regional bank failures in the first half of 2023 drove several precautionary actions to ensure adequate liquidity including carrying higher levels of on-balance sheet liquidity, limited portfolio reinvestments, and efficient allocation of collateral to maximize funding sources. The higher level of on balance sheet liquidity was carried through the remainder of 2023 and is seen in the financial results. Additionally, the Company performs regular liquidity stress testing under a variety of scenarios to ensure that liquidity is adequate under certain potential liquidity stress events. Further, forecasts of Company cashflows are updated and analyzed periodically and more frequently during periods of elevated liquidity risk. Core deposits have historically provided us with a sizable source of relatively stable and low cost funds, but are subject to competitive pressure in our market. A significant portion of our deposits are granular, long-tenured, and relationship-based. In addition to core deposit funding, we also have access to a variety of other short-term and long-term funding sources, which include proceeds from maturities of our loans and investment securities, as well as secondary funding sources available to meet our liquidity needs such as the FHLB, secured repurchase agreements and the Federal Reserve discount window, and the Bank Term Funding Program ("BTFP") which is scheduled to cease making new loans on March 11, 2024. Our loan-to-deposit ratio at December 31, 2023 was 79.4% compared to 82.5% at December 31, 2022. The Company had cash on its balance sheet of $522.4 million and total other liquidity sources, including available borrowing capacity and unpledged investment securities of approximately $2.45 billion as of December 31, 2023. Total available sources of liquidity as a percentage of uninsured and uncollateralized deposits was approximately 125%. Refer to Note 10 - Short-Term Borrowings and Long-Term Debt in the accompanying notes to the consolidated financial statements in this report for information on the Company's borrowing arrangements. ### Off-Balance Sheet Arrangements In the normal course of business, we enter into off-balance sheet arrangements to meet the financing needs of our banking customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees written, forward foreign exchange contracts, forward interest rate contracts, interest rate swaps and options, and risk participation agreements. These instruments and the related off-balance sheet exposures are discussed in detail in Note 20 - Financial Instruments With Off-Balance Sheet Risk to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." In the unlikely event that we must satisfy a significant amount of outstanding commitments to extend credit, liquidity may be adversely impacted, as may credit risk. The remaining components of off-balance sheet arrangements, primarily interest rate options and forward interest rate contracts related to our mortgage banking activities, are not expected to have a material impact on our consolidated financial position or results of operations. ## Market risk As filed, 417 characters. Quantitative and qualitative disclosures about market risk is set forth under "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management and Interest Rate Risk" and in Note 21 - Fair Value of Financial Assets and Financial Liabilities to the Consolidated Financial Statements under "Part II, Item 8. Financial Statements and Supplementary Data." ## Controls and procedures As filed, 3,548 characters. ### (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of the Company’s management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31, 2023. Based on that evaluation, the principal executive officer and principal financial officer concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures are effective. ### (b) Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2023, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2023 is effective. The Company’s internal control over financial reporting as of December 31, 2023 has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report appearing herein under the heading "Report of Independent Registered Public Accounting Firm." ### (c) Changes in Internal Control Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act during the Company’s fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Filed Feb 21, 2024. Source: SEC EDGAR, the filing index for accession 0000701347-24-000006. Last ingested by Listed: Oct 28, 2026, 06:21 ET. No prices; not investment advice.