UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from   to

Commission File Number: 1-6887

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	99-0148992
(State of incorporation)	(I.R.S. Employer Identification No.)

130 Merchant Street	Honolulu	Hawaii	96813
(Address of principal executive offices)	(City)	(State)	(Zip Code)

1-888-643-3888

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BOH	New York Stock Exchange
Depository Shares, Each Representing 1/40th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Preferred Stock, Series A	BOH.PRA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 16, 2024, there were 39,695,792 shares of common stock outstanding.

Bank of Hawai‘i Corporation

Form 10-Q

Index

		Page
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income – Three months ended March 31, 2024, and March 31, 2023	2
	Consolidated Statements of Comprehensive Income – Three months ended March 31, 2024, and March 31, 2023	3
	Consolidated Statements of Condition – March 31, 2024, and December 31, 2023	4
	Consolidated Statements of Shareholders’ Equity – Three months ended March 31, 2024, and March 31, 2023	5
	Consolidated Statements of Cash Flows – Three months ended March 31, 2024, and March 31, 2023	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	58
Part II - Other Information		59
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
Signatures		62

1

Bank of Hawai‘i Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

	Three Months Ended
	March 31,
(dollars in thousands, except per share amounts)	2024			2023
Interest Income
Interest and Fees on Loans and Leases	$	159,336		$	136,501
Income on Investment Securities
Available-for-Sale		21,757			23,893
Held-to-Maturity		22,136			23,948
Deposits		30			27
Funds Sold		6,127			3,366
Other		970			597
Total Interest Income		210,356			188,332
Interest Expense
Deposits		89,056			37,794
Securities Sold Under Agreements to Repurchase		1,443			5,377
Funds Purchased		—			704
Short-Term Borrowings		—			3,203
Other Debt		5,919			5,299
Total Interest Expense		96,418			52,377
Net Interest Income		113,938			135,955
Provision for Credit Losses		2,000			2,000
Net Interest Income After Provision for Credit Losses		111,938			133,955
Noninterest Income
Trust and Asset Management		11,189			10,690
Mortgage Banking		951			1,004
Service Charges on Deposit Accounts		7,947			7,737
Fees, Exchange, and Other Service Charges		14,123			13,808
Investment Securities Losses, Net		(1,497	)		(1,792	)
Annuity and Insurance		1,046			1,271
Bank-Owned Life Insurance		3,356			2,842
Other		5,170			5,177
Total Noninterest Income		42,285			40,737
Noninterest Expense
Salaries and Benefits		58,215			65,088
Net Occupancy		10,456			9,872
Net Equipment		10,103			10,375
Data Processing		4,770			4,583
Professional Fees		4,677			3,883
FDIC Insurance		3,614			3,234
Other		14,024			14,884
Total Noninterest Expense		105,859			111,919
Income Before Provision for Income Taxes		48,364			62,773
Provision for Income Taxes		11,973			15,931
Net Income	$	36,391		$	46,842
Preferred Stock Dividends		1,969			1,969
Net Income Available to Common Shareholders	$	34,422		$	44,873
Basic Earnings Per Common Share	$	0.87		$	1.14
Diluted Earnings Per Common Share	$	0.87		$	1.14
Dividends Declared Per Common Share	$	0.70		$	0.70
Basic Weighted Average Common Shares		39,350,390			39,276,833
Diluted Weighted Average Common Shares		39,626,463			39,465,889

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

2

Bank of Hawai‘i Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended
	March 31,
(dollars in thousands)	2024		2023
Net Income	$	36,391	$	46,842
Other Comprehensive Income , Net of Tax:
Net Unrealized Gains on Investment Securities		12,938		29,276
Defined Benefit Plans		169		84
Total Other Comprehensive Income		13,107		29,360
Comprehensive Income	$	49,498	$	76,202

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

3

Bank of Hawai‘i Corporation and Subsidiaries

Consolidated Statements of Condition (Unaudited)

(dollars in thousands)	March 31, 2024			December 31, 2023
Assets
Interest-Bearing Deposits in Other Banks	$	2,742		$	2,761
Funds Sold		673,489			690,112
Investment Securities
Available-for-Sale		2,352,051			2,408,933
Held-to-Maturity (Fair Value of $4,104,622 and $4,253,637)		4,913,457			4,997,335
Loans Held for Sale		2,182			3,124
Loans and Leases		13,853,837			13,965,026
Allowance for Credit Losses		(147,664	)		(146,403	)
Net Loans and Leases		13,706,173			13,818,623
Total Earning Assets		21,650,094			21,920,888
Cash and Due From Banks		215,290			308,071
Premises and Equipment, Net		192,486			194,855
Operating Lease Right-of-Use Assets		85,501			86,110
Accrued Interest Receivable		67,887			66,525
Foreclosed Real Estate		2,672			2,098
Mortgage Servicing Rights		20,422			20,880
Goodwill		31,517			31,517
Bank-Owned Life Insurance		468,206			462,894
Other Assets		686,785			639,458
Total Assets	$	23,420,860		$	23,733,296
Liabilities
Deposits
Noninterest-Bearing Demand	$	5,542,930		$	6,058,554
Interest-Bearing Demand		3,823,224			3,749,717
Savings		8,231,245			8,189,472
Time		3,079,187			3,057,302
Total Deposits		20,676,586			21,055,045
Securities Sold Under Agreements to Repurchase		150,490			150,490
Other Debt		560,163			560,190
Operating Lease Liabilities		94,104			94,693
Retirement Benefits Payable		23,365			23,673
Accrued Interest Payable		37,081			41,023
Taxes Payable		7,378			7,636
Other Liabilities		435,716			386,304
Total Liabilities		21,984,883			22,319,054
Commitments and Contingencies (Note 12)
Shareholders’ Equity
Preferred Stock ($.01 par value; authorized 180,000 shares;    issued and outstanding: March 31, 2024 and December 31, 2023 - 180,000)		180,000			180,000
Common Stock ($.01 par value; authorized 500,000,000 shares;        issued / outstanding: March 31, 2024 -58,753,708 / 39,720,724        and December 31, 2023 -58,755,465 / 39,753,138)		584			583
Capital Surplus		640,663			636,422
Accumulated Other Comprehensive Loss		(383,581	)		(396,688	)
Retained Earnings		2,114,729			2,107,569
Treasury Stock, at Cost (Shares: March 31, 2024 - 19,032,984        and December 31, 2023 - 19,002,327)		(1,116,418	)		(1,113,644	)
Total Shareholders’ Equity		1,435,977			1,414,242
Total Liabilities and Shareholders’ Equity	$	23,420,860		$	23,733,296

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

4

Bank of Hawai‘i Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

(dollars in thousands)	Preferred Shares Outstanding		Preferred Stock		Common Shares Outstanding			Common Stock		Capital Surplus		Accum. Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock			Total
Balance as of December 31, 2023		180,000	$	180,000		39,753,138		$	583	$	636,422	$	(396,688	)	$	2,107,569		$	(1,113,644	)	$	1,414,242
Net Income		—		—		—			—		—		—			36,391			—			36,391
Other Comprehensive Income		—		—		—			—		—		13,107			—			—			13,107
Share-Based Compensation		—		—		—			—		4,030		—			—			—			4,030
Common Stock Issued under Purchase     and Equity Compensation Plans		—		—		21,332			1		211		—			794			546			1,552
Common Stock Repurchased		—		—		(53,746	)		—		—		—			—			(3,320	)		(3,320	)
Cash Dividends Declared Common     Stock ($0.70 per share)		—		—		—			—		—		—			(28,056	)		—			(28,056	)
Cash Dividends Declared Preferred Stock		—		—		—			—		—		—			(1,969	)		—			(1,969	)
Balance as of March 31, 2024		180,000	$	180,000		39,720,724		$	584	$	640,663	$	(383,581	)	$	2,114,729		$	(1,116,418	)	$	1,435,977
Balance as of December 31, 2022		180,000	$	180,000		39,835,750		$	582	$	620,578	$	(434,658	)	$	2,055,912		$	(1,105,419	)	$	1,316,995
Net Income		—		—		—			—		—		—			46,842			—			46,842
Other Comprehensive Income		—		—		—			—		—		29,360			—			—			29,360
Share-Based Compensation		—		—		—			—		3,371		—			—			—			3,371
Common Stock Issued under Purchase     and Equity Compensation Plans		—		—		13,164			1		177		—			1,587			(197	)		1,568
Common Stock Repurchased		—		—		(202,408	)		—		—		—			—			(13,793	)		(13,793	)
Cash Dividends Declared Common     Stock ($0.70 per share)		—		—		—			—		—		—			(27,944	)		—			(27,944	)
Cash Dividends Declared Preferred Stock						—			—		—		—			(1,969	)		—			(1,969	)
Balance as of March 31, 2023		180,000	$	180,000		39,646,506		$	583	$	624,126	$	(405,298	)	$	2,074,428		$	(1,119,409	)	$	1,354,430

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

5

Bank of Hawai‘i Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,
(dollars in thousands)	2024			2023
Operating Activities
Net Income	$	36,391		$	46,842
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Credit Losses		2,000			2,000
Depreciation and Amortization		5,230			5,885
Amortization of Deferred Loan and Lease (Fees) Costs, Net		48			323
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net		3,071			3,390
Amortization of Operating Lease Right-of-Use Assets		3,019			2,908
Share-Based Compensation		4,030			3,371
Benefit Plan Contributions		(571	)		(419	)
Deferred Income Taxes		2,468			5,708
Net Gains on Sales of Loans and Leases		(537	)		(676	)
Net Losses on Sales of Investment Securities		1,497			1,792
Proceeds from Sales of Loans Held for Sale		11,836			7,299
Originations of Loans Held for Sale		(10,800	)		(8,384	)
Net Tax Benefits (Deficiency) from Share-Based Compensation		(844	)		(418	)
Net Change in Other Assets and Other Liabilities		(3	)		(100,580	)
Net Cash Provided by (Used in) Operating Activities		56,835			(30,959	)
Investing Activities
Investment Securities Available-for-Sale:
Proceeds from Prepayments and Maturities		49,482			59,837
Purchases		(706	)		—
Investment Securities Held-to-Maturity:
Proceeds from Prepayments and Maturities		88,021			105,876
Net Change in Loans and Leases		110,211			(180,606	)
Purchases of Premises and Equipment