BOH_2014.09.30_10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
ý              Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period
    ended September 30, 2014
 
or
 
o                 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
period from              to            
 
Commission File Number: 1-6887
 
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
99-0148992
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
130 Merchant Street, Honolulu, Hawaii
 
96813
(Address of principal executive offices)
 
(Zip Code)
 1-888-643-3888
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o  No ý
 
As of October 21, 2014, there were 43,875,556 shares of common stock outstanding.


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

1

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(dollars in thousands, except per share amounts)
2014

 
2013

 
2014

 
2013

Interest Income
 

 
 

 
 

 
 

Interest and Fees on Loans and Leases
$
68,089

 
$
63,918

 
$
197,433

 
$
189,467

Income on Investment Securities
 
 
 
 
 
 
 
Available-for-Sale
10,286

 
12,038

 
31,743

 
42,962

Held-to-Maturity
26,067

 
24,137

 
80,894

 
63,180

Deposits
3

 
3

 
7

 
7

Funds Sold
176

 
177

 
481

 
310

Other
302

 
301

 
906

 
870

Total Interest Income
104,923

 
100,574

 
311,464

 
296,796

Interest Expense
 

 
 

 
 

 
 

Deposits
2,391

 
2,500

 
7,142

 
7,725

Securities Sold Under Agreements to Repurchase
6,523

 
6,551

 
19,385

 
20,307

Funds Purchased
3

 
4

 
10

 
36

Long-Term Debt
627

 
632

 
1,903

 
1,941

Total Interest Expense
9,544

 
9,687

 
28,440

 
30,009

Net Interest Income
95,379

 
90,887

 
283,024

 
266,787

Provision for Credit Losses
(2,665
)
 
—

 
(4,864
)
 
—

Net Interest Income After Provision for Credit Losses
98,044

 
90,887

 
287,888

 
266,787

Noninterest Income
 

 
 

 
 

 
 

Trust and Asset Management
11,716

 
11,717

 
35,573

 
35,692

Mortgage Banking
1,646

 
4,132

 
5,455

 
16,363

Service Charges on Deposit Accounts
9,095

 
9,385

 
26,611

 
27,798

Fees, Exchange, and Other Service Charges
13,390

 
12,732

 
39,699

 
37,799

Investment Securities Gains, Net
1,858

 
—

 
6,097

 
—

Insurance
2,348

 
2,177

 
6,401

 
6,895

Bank-Owned Life Insurance
1,644

 
1,365

 
4,765

 
3,997

Other
3,253

 
3,618

 
9,598

 
12,401

Total Noninterest Income
44,950

 
45,126

 
134,199

 
140,945

Noninterest Expense
 

 
 

 
 

 
 

Salaries and Benefits
45,530

 
46,552

 
137,508

 
140,568

Net Occupancy
9,334

 
9,847

 
28,005

 
29,143

Net Equipment
4,473

 
4,572

 
13,745

 
13,529

Data Processing
3,665

 
3,697

 
11,156

 
10,013

Professional Fees
1,835

 
2,119

 
6,708

 
6,736

FDIC Insurance
1,750

 
1,913

 
5,881

 
5,811

Other
14,443

 
14,277

 
42,656

 
42,745

Total Noninterest Expense
81,030

 
82,977

 
245,659

 
248,545

Income Before Provision for Income Taxes
61,964

 
53,036

 
176,428

 
159,187

Provision for Income Taxes
20,195

 
15,332

 
54,577

 
47,740

Net Income
$
41,769

 
$
37,704

 
$
121,851

 
$
111,447

Basic Earnings Per Share
$
0.95

 
$
0.85

 
$
2.77

 
$
2.51

Diluted Earnings Per Share
$
0.95

 
$
0.85

 
$
2.75

 
$
2.50

Dividends Declared Per Share
$
0.45

 
$
0.45

 
$
1.35

 
$
1.35

Basic Weighted Average Shares
43,859,396

 
44,267,356

 
44,034,047

 
44,433,967

Diluted Weighted Average Shares
44,088,553

 
44,479,472

 
44,250,033

 
44,588,777

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

2

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(dollars in thousands)
 
2014

 
2013

 
2014

 
2013

Net Income
 
$
41,769

 
$
37,704

 
$
121,851

 
$
111,447

Other Comprehensive Income (Loss), Net of Tax:
 
 

 
 

 
 

 
 

Net Unrealized Gains (Losses) on Investment Securities
 
403

 
(6,986
)
 
15,291

 
(63,199
)
Defined Benefit Plans
 
157

 
202

 
469

 
481

Total Other Comprehensive Income (Loss)
 
560

 
(6,784
)
 
15,760

 
(62,718
)
Comprehensive Income
 
$
42,329

 
$
30,920

 
$
137,611

 
$
48,729

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

3

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Condition (Unaudited)
(dollars in thousands)
September 30,
2014

 
December 31,
2013

Assets
 

 
 

Interest-Bearing Deposits
$
3,883

 
$
3,617

Funds Sold
377,303

 
271,414

Investment Securities
 

 
 

Available-for-Sale
2,220,913

 
2,243,697

     Held-to-Maturity (Fair Value of $4,576,396 and $4,697,587)
4,557,614

 
4,744,519

Loans Held for Sale
2,382

 
6,435

Loans and Leases
6,606,350

 
6,095,387

Allowance for Loan and Lease Losses
(110,362
)
 
(115,454
)
Net Loans and Leases
6,495,988

 
5,979,933

Total Earning Assets
13,658,083

 
13,249,615

Cash and Noninterest-Bearing Deposits
172,386

 
188,715

Premises and Equipment
107,560

 
108,636

Accrued Interest Receivable
46,641

 
43,930

Foreclosed Real Estate
3,562

 
3,205

Mortgage Servicing Rights
25,559

 
28,123

Goodwill
31,517

 
31,517

Other Assets
464,858

 
430,539

Total Assets
$
14,510,166

 
$
14,084,280

 
 
 
 
Liabilities
 

 
 

Deposits
 

 
 

Noninterest-Bearing Demand
$
3,824,544

 
$
3,681,128

Interest-Bearing Demand
2,369,434

 
2,355,608

Savings
4,738,364

 
4,560,150

Time
1,429,099

 
1,317,770

Total Deposits
12,361,441

 
11,914,656

Funds Purchased
8,459

 
9,982

Securities Sold Under Agreements to Repurchase
700,203

 
770,049

Long-Term Debt
173,926

 
174,706

Retirement Benefits Payable
35,152

 
34,965

Accrued Interest Payable
6,086

 
4,871

Taxes Payable and Deferred Taxes
42,468

 
34,907

Other Liabilities
125,018

 
128,168

Total Liabilities
13,452,753

 
13,072,304

Shareholders’ Equity
 

 
 

Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: September 30, 2014 - 57,633,855 / 43,993,729
and December 31, 2013 - 57,480,846 / 44,490,385)
573

 
572

Capital Surplus
529,530

 
522,505

Accumulated Other Comprehensive Loss
(16,063
)
 
(31,823
)
Retained Earnings
1,213,339

 
1,151,754

Treasury Stock, at Cost (Shares: September 30, 2014 - 13,640,126
and December 31, 2013 - 12,990,461)
(669,966
)
 
(631,032
)
Total Shareholders’ Equity
1,057,413

 
1,011,976

Total Liabilities and Shareholders’ Equity
$
14,510,166

 
$
14,084,280

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

4

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

 
Common Stock

 
Capital
Surplus

 
Accum.
Other
Compre-
hensive
Income
(Loss)

 
Retained Earnings

 
Treasury Stock

 
Total

Balance as of December 31, 2013
44,490,385

 
$
572

 
$
522,505

 
$
(31,823
)
 
$
1,151,754

 
$
(631,032
)
 
$
1,011,976

Net Income
—

 
—

 
—

 
—

 
121,851

 
—

 
121,851

Other Comprehensive Income
—

 
—

 
—

 
15,760

 
—

 
—

 
15,760

Share-Based Compensation
—

 
—

 
5,831

 
—

 
—

 
—

 
5,831

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
314,579

 
1

 
1,194

 
—

 
(318
)
 
7,976

 
8,853

Common Stock Repurchased
(811,235
)
 
—

 
—

 
—

 
—

 
(46,910
)
 
(46,910
)
Cash Dividends Declared ($1.35 per share)
—

 
—

 
—

 
—

 
(59,948
)
 
—

 
(59,948
)
Balance as of September 30, 2014
43,993,729

 
$
573

 
$
529,530

 
$
(16,063
)
 
$
1,213,339

 
$
(669,966
)
 
$
1,057,413

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2012
44,754,835

 
$
571

 
$
515,619

 
$
29,208

 
$
1,084,477

 
$
(608,210
)
 
$
1,021,665

Net Income
—

 
—

 
—

 
—

 
111,447

 
—

 
111,447

Other Comprehensive Loss
—

 
—

 
—

 
(62,718
)
 
—

 
—

 
(62,718
)
Share-Based Compensation
—

 
—

 
4,226

 
—

 
—

 
—

 
4,226

Common Stock Issued under Purchase and Equity
Compensation Plans and Related Tax Benefits
444,951

 
1

 
665

 
—

 
(2,458
)
 
13,521

 
11,729

Common Stock Repurchased
(660,539
)
 
—

 
—

 
—

 
—

 
(33,193
)
 
(33,193
)
Cash Dividends Declared ($1.35 per share)
—

 
—

 
—

 
—

 
(60,470
)
 
—

 
(60,470
)
Balance as of September 30, 2013
44,539,247

 
$
572

 
$
520,510

 
$
(33,510
)
 
$
1,132,996

 
$
(627,882
)
 
$
992,686

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

5

Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
Nine Months Ended
 
September 30,
(dollars in thousands)
2014

 
2013

Operating Activities
 

 
 

Net Income
$
121,851

 
$
111,447

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

 
 

Provision for Credit Losses
(4,864
)
 
—

Depreciation and Amortization
9,280

 
9,068

Amortization of Deferred Loan and Lease Fees
(1,341
)
 
(2,756
)
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
37,592

 
45,609

Share-Based Compensation
5,831

 
4,226

Benefit Plan Contributions
(1,229
)
 
(949
)
Deferred Income Taxes
(8,522
)
 
(8,762
)
Net Gains on Sales of Loans and Leases
(2,285
)
 
(17,604
)
Net Gains on Sales of Investment Securities
(6,097
)
 
—

Proceeds from Sales of Loans Held for Sale
64,545

 
594,735

Originations of Loans Held for Sale
(58,448
)
 
(577,055
)
Tax Benefits from Share-Based Compensation
(435
)
 
(592
)
Net Change in Other Assets and Other Liabilities
(22,210
)
 
11,700

Net Cash Provided by Operating Activities
133,668

 
169,067

 
 
 
 
Investing Activities
 

 
 

Investment Securities Available-for-Sale:
 

 
 

Proceeds from Prepayments and Maturities
251,633

 
794,899

Proceeds from Sales
14,609

 
—

Purchases
(230,007
)
 
(403,373
)
Investment Securities Held-to-Maturity:
 

 
 

Proceeds from Prepayments and Maturities
586,037

 
804,440

Purchases
(418,825
)
 
(1,293,784
)
Net Change in Loans and Leases
(516,395
)
 
(159,403
)
Premises and Equipment, Net
(8,204
)
 
(9,244
)
Net Cash Used in Investing Activities
(321,152
)
 
(266,465
)
 
 
 
 
Financing Activities
 

 
 

Net Change in Deposits
446,785

 
78,652

Net Change in Short-Term Borrowings
(71,369
)
 
86,979

Proceeds from Long-Term Debt
—

 
50,000

Tax Benefits from Share-Based Compensation
435

 
592

Proceeds from Issuance of Common Stock
8,317

 
11,193

Repurchase of Common Stock
(46,910
)
 
(33,193
)
Cash Dividends Paid
(59,948
)
 
(60,470
)
Net Cash Provided by Financing Activities
277,310

 
133,753

 
 
 
 
Net Change in Cash and Cash Equivalents
89,826

 
36,355

Cash and Cash Equivalents at Beginning of Period
463,746

 
352,861

Cash and Cash Equivalents at End of Period
$
553,572

 
$
389,216

Supplemental Information
 

 
 

Cash Paid for Interest
$
26,726

 
$
28,163

Cash Paid for Income Taxes
46,369

 
54,644

Non-Cash Investing Activities:
 

 
 

Transfer from Investment Securities Available-For-Sale to Investment Securities Held-To-Maturity
—

 
579,888

Transfer from Loans to Foreclosed Real Estate
3,377

 
3,829

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

6

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

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii.  Bank of Hawaii Corporation and its subsidiaries (collectively, the “Company”) provide a broad range of financial products and services to customers in Hawaii, Guam, and other Pacific Islands.  The Parent’s principal and only operating subsidiary is Bank of Hawaii (the “Bank”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and accompanying notes required by GAAP for complete financial statements.  In the opinion of management, the consolidated financial statements reflect normal recurring adjustments necessary for a fair presentation of the results for the interim periods.

Certain prior period information has been reclassified to conform to the current period presentation.

These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.  Actual results may differ from those estimates and such differences could be material to the financial statements.

Accounting Standards Adopted in 2014

In July 2013, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. The Company adopted the provisions of ASU No. 2013-11 effective January 1, 2014. The adoption of ASU No. 2013-11 had no impact on the Company's Consolidated Financial Statements.

Accounting Standards Pending Adoption

In January 2014, the FASB issued ASU No. 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects." ASU No. 2014-01 permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. This new guidance also requires new disclosures for all investors in these projects. ASU No. 2014-01 is effective for interim and annual reporting periods beginning after December 15, 2014. Upon adoption, the guidance must be applied retrospectively to all periods presented. However, entities that used the effective yield method to account for investments in these projects before adoption may continue to do so for these pre-existing investments. The Company currently accounts for such investments using the effective yield method and plans to continue to do so for these pre-existing investments after adopting ASU No. 2014-01 on January 1, 2015. The Company expects investments made after January 1, 2015 to meet the criteria required for the proportional amortization method and plans to make such an accounting policy election. The adoption of ASU No. 2014-01 is not expected to have a material impact on the Company's Consolidated Financial Statements.


7

In January 2014, the FASB issued ASU No. 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) The creditor obtaining legal title to the residential real estate property upon completion of a foreclosure; or (2) The borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both: (1) The amount of foreclosed residential real estate property held by the creditor; and (2) The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In May 2014, the FASB and the International Accounting Standards Board (the "IASB") jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP and International Financial Reporting Standards ("IFRS"). Previous revenue recognition guidance in GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) Remove inconsistencies and weaknesses in revenue requirements; (2) Provide a more robust framework for addressing revenue issues; (3) Improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) Provide more useful information to users of financial statements through improved disclosure requirements; and (5) Simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard is effective for public entities for interim and annual periods beginning after December 15, 2016; early adoption is not permitted. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company is currently evaluating the provisions of ASU No. 2014-09 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.
 
In June 2014, the FASB issued ASU No. 2014-11, "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The new guidance aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The amendments in the ASU require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The amendments in the ASU also require expanded disclosures about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The amendments in this ASU are effective for public companies for the first interim or annual period beginning after December 15, 2014. In addition, for public companies, the disclosure for certain transactions accounted for as a sale is effective for the first interim or annual reporting periods beginning on or after December 15, 2014, and the disclosure for transactions accounted for as secured borrowings is required to be presented for annual reporting periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. As of September 30, 2014, all of the Company's repurchase agreements were typical in nature (i.e., not repurchase-to-maturity transactions or repurchase agreements executed as a repurchase financing) and are accounted for as secured borrowings. As such, the adoption of ASU No. 2014-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.


8

In June 2014, the FASB issued ASU No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. However, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for interim or annual reporting periods beginning after December 15, 2015; early adoption is permitted. Entities may apply the amendments in this ASU either: (1) prospectively to all awards granted or modified after the effective date; or (2) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. As of September 30, 2014, the Company did not have any share-based payment awards that included performance targets that could be achieved after the requisite service period. As such, the adoption of ASU No. 2014-12 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In August 2014, the FASB issued ASU No. 2014-14, “Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure.” The objective of this guidance is to reduce diversity in practice related to how creditors classify government-guaranteed mortgage loans, including FHA or VA guaranteed loans, upon foreclosure. Some creditors reclassify those loans to real estate consistent with other foreclosed loans that do not have guarantees; others reclassify the loans to other receivables. The amendments in this guidance require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) The loan has a government guarantee that is not separable from the loan before foreclosure; (2) At the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and (3) At the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. ASU No. 2014-14 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-14 is not expected to have a material impact on the Company's Consolidated Financial Statements.


9

 
Note 2.  Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities as of September 30, 2014 and December 31, 2013 were as follows:

(dollars in thousands)
Amortized Cost

 
Gross
Unrealized Gains

 
Gross
Unrealized Losses

 
Fair Value

September 30, 2014
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
341,116

 
$
6,400

 
$
(106
)
 
$
347,410

Debt Securities Issued by States and Political Subdivisions
711,253

 
21,568

 
(1,695
)
 
731,126

Debt Securities Issued by Corporations
298,333

 
717

 
(5,972
)
 
293,078

Mortgage-Backed Securities:
 

 
 

 
 

 
 

    Residential - Government Agencies
493,031

 
12,351

 
(1,284
)
 
504,098

    Residential - U.S. Government-Sponsored Enterprises
157,672

 
1,449

 
(128
)
 
158,993

    Commercial - Government Agencies
195,589

 
—

 
(9,381
)
 
186,208

Total Mortgage-Backed Securities
846,292

 
13,800

 
(10,793
)
 
849,299

Total
$
2,196,994

 
$
42,485

 
$
(18,566
)
 
$
2,220,913

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
498,619

 
$
1,918

 
$
(2,578
)
 
$
497,959

Debt Securities Issued by States and Political Subdivisions
250,439

 
16,738

 
—

 
267,177

Debt Securities Issued by Corporations
170,487

 
169

 
(3,207
)
 
167,449

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
3,034,148

 
44,125

 
(32,699
)
 
3,045,574

    Residential - U.S. Government-Sponsored Enterprises
284,683

 
1,507

 
(448
)
 
285,742

    Commercial - Government Agencies
319,238

 
69

 
(6,812
)
 
312,495

Total Mortgage-Backed Securities
3,638,069

 
45,701


(39,959
)

3,643,811

Total
$
4,557,614

 
$
64,526

 
$
(45,744
)
 
$
4,576,396

 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

Available-for-Sale:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
390,873

 
$
6,640

 
$
(234
)
 
$
397,279

Debt Securities Issued by States and Political Subdivisions
691,861

 
8,396

 
(13,455
)
 
686,802

Debt Securities Issued by Corporations
280,172

 
1,165

 
(7,836
)
 
273,501

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
641,227

 
13,816

 
(1,849
)
 
653,194

    Residential - U.S. Government-Sponsored Enterprises
21,865

 
1,403

 
—

 
23,268

    Commercial - Government Agencies
219,859

 
—

 
(10,206
)
 
209,653

Total Mortgage-Backed Securities
882,951

 
15,219

 
(12,055
)
 
886,115

Total
$
2,245,857

 
$
31,420

 
$
(33,580
)
 
$
2,243,697

Held-to-Maturity:
 

 
 

 
 

 
 

Debt Securities Issued by the U.S. Treasury and Government Agencies
$
433,987

 
$
3,045

 
$
(3,667
)
 
$
433,365

Debt Securities Issued by States and Political Subdivisions
253,039

 
817

 
(133
)
 
253,723

Debt Securities Issued by Corporations
190,181

 
—

 
(5,708
)
 
184,473

Mortgage-Backed Securities:
 
 
 
 
 
 
 

    Residential - Government Agencies
3,523,343

 
31,786

 
(66,572
)
 
3,488,557

    Residential - U.S. Government-Sponsored Enterprises
21,602

 
1,423

 
—

 
23,025

    Commercial - Government Agencies
322,367

 
—

 
(7,923
)
 
314,444

Total Mortgage-Backed Securities
3,867,312

 
33,209

 
(74,495
)
 
3,826,026

Total
$
4,744,519

 
$
37,071

 
$
(84,003
)
 
$
4,697,587


10


The table below presents an analysis of the contractual maturities of the Company’s investment securities as of September 30, 2014.  Debt securities issued by government agencies (Small Business Administration securities) and mortgage-backed securities are disclosed separately in the table below as these investment securities may prepay prior to their scheduled contractual maturity dates.
(dollars in thousands)
Amortized Cost

 
Fair Value

Available-for-Sale:
 

 
 

Due in One Year or Less
$
19,928

 
$
20,091

Due After One Year Through Five Years
287,496

 
292,869

Due After Five Years Through Ten Years
653,258

 
657,028

Due After Ten Years
108,982

 
115,734

 
1,069,664

 
1,085,722

 
 
 
 
Debt Securities Issued by Government Agencies
281,038

 
285,892

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
493,031

 
504,098

    Residential - U.S. Government-Sponsored Enterprises
157,672

 
158,993

    Commercial - Government Agencies
195,589

 
186,208

Total Mortgage-Backed Securities
846,292

 
849,299

Total
$
2,196,994

 
$
2,220,913

 
 
 
 
Held-to-Maturity:
 

 
 

Due in One Year or Less
$
89,643

 
$
91,049

Due After One Year Through Five Years
408,976

 
406,911

Due After Five Years Through Ten Years
198,123

 
204,053

Due After Ten Years
222,803

 
230,572

 
919,545

 
932,585

Mortgage-Backed Securities:
 

 
 

    Residential - Government Agencies
3,034,148

 
3,045,574

    Residential - U.S. Government-Sponsored Enterprises
284,683

 
285,742

    Commercial - Government Agencies
319,238

 
312,495

Total Mortgage-Backed Securities
3,638,069

 
3,643,811

Total
$
4,557,614

 
$
4,576,396


Investment securities with carrying values of $2.7 billion and $2.6 billion as of September 30, 2014 and December 31, 2013, respectively, were pledged to secure deposits of governmental entities and securities sold under agreements to repurchase.

The table below presents the gains and losses from the sales of investment securities for the three and nine months ended September 30, 2014 and 2013. There were no sales of investment securities for the three and nine months ended September 30, 2013.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2014

 
2013

 
2014

 
2013
Gross Gains on Sales of Investment Securities
$
1,858

 
$
—

 
$
6,097

 
$
—

Gross Losses on Sales of Investment Securities
—

 
—

 
—

 
—

Net Gains on Sales of Investment Securities
$
1,858

 
$
—

 
$
6,097

 
$
—




11

The Company’s investment securities in an unrealized loss position, segregated by continuous length of impairment, were as follows:
 
Less Than 12 Months
 
12 Months or Longer
 
Total
(dollars in thousands)
Fair Value

 
Gross Unrealized Losses

 
Fair Value

 
Gross Unrealized Losses

 
Fair Value

 
Gross Unrealized Losses

September 30, 2014
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
615

 
$
(1
)
 
$
14,066

 
$
(105
)
 
$
14,681

 
$
(106
)
Debt Securities Issued by States
   and Political Subdivisions
37,690

 
(60
)
 
124,512

 
(1,635
)
 
162,202

 
(1,695
)
Debt Securities Issued by Corporations
49,084

 
(916
)
 
203,105

 
(5,056
)
 
252,189

 
(5,972
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 


 


    Residential - Government Agencies
225

 
(1
)
 
13,048

 
(1,283
)
 
13,273

 
(1,284
)
    Residential - U.S. Government-Sponsored Enterprises
89,409

 
(128
)
 
—

 
—

 
89,409

 
(128
)
    Commercial - Government Agencies
—

 
—

 
186,208

 
(9,381
)
 
186,208

 
(9,381
)
Total Mortgage-Backed Securities
89,634

 
(129
)
 
199,256

 
(10,664
)
 
288,890

 
(10,793
)
Total
$
177,023

 
$
(1,106
)
 
$
540,939

 
$
(17,460
)
 
$
717,962

 
$
(18,566
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
   and Government Agencies
$
163,211

 
$
(786
)
 
$
163,959

 
$
(1,792
)
 
$
327,170

 
$
(2,578
)
Debt Securities Issued by Corporations
52,015

 
(264
)
 
79,589

 
(2,943
)
 
131,604

 
(3,207
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
    Residential - Government Agencies
317,928

 
(2,379
)
 
938,218

 
(30,320
)
 
1,256,146

 
(32,699
)
    Residential - U.S. Government-Sponsored Enterprises
182,312

 
(448
)
 
—

 
—

 
182,312

 
(448
)
    Commercial - Government Agencies
89,680

 
(614
)
 
217,580

 
(6,198
)
 
307,260

 
(6,812
)
Total Mortgage-Backed Securities
589,920

 
(3,441
)
 
1,155,798

 
(36,518
)
 
1,745,718

 
(39,959
)
Total
$
805,146

 
$
(4,491
)
 
$
1,399,346

 
$
(41,253
)
 
$
2,204,492

 
$
(45,744
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
     and Government Agencies
$
26,181

 
$
(225
)
 
$
2,117

 
$
(9
)
 
$
28,298

 
$
(234
)
Debt Securities Issued by States
     and Political Subdivisions
415,718

 
(10,934
)
 
42,607

 
(2,521
)
 
458,325

 
(13,455
)
Debt Securities Issued by Corporations
200,364

 
(7,836
)
 
—

 
—

 
200,364

 
(7,836
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
76,744

 
(781
)
 
10,027

 
(1,068
)
 
86,771

 
(1,849
)
     Commercial - Government Agencies
164,478

 
(7,935
)
 
45,175

 
(2,271
)
 
209,653

 
(10,206
)
Total Mortgage-Backed Securities
241,222

 
(8,716
)
 
55,202

 
(3,339
)
 
296,424

 
(12,055
)
Total
$
883,485

 
$
(27,711
)
 
$
99,926

 
$
(5,869
)
 
$
983,411

 
$
(33,580
)
Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt Securities Issued by the U.S. Treasury
and Government Agencies
$
271,469

 
$
(3,667
)
 
$
—

 
$
—

 
$
271,469

 
$
(3,667
)
Debt Securities Issued by States
and Political Subdivisions
52,026

 
(133
)
 
—

 
—

 
52,026

 
(133
)
Debt Securities Issued by Corporations
163,736

 
(4,278
)
 
20,736

 
(1,430
)
 
184,472

 
(5,708
)
Mortgage-Backed Securities:
 
 
 
 
 
 
 
 
 
 
 
     Residential - Government Agencies
1,767,086

 
(54,067
)
 
190,939

 
(12,505
)
 
1,958,025

 
(66,572
)
     Commercial - Government Agencies
224,277

 
(4,753
)
 
90,167

 
(3,170
)
 
314,444

 
(7,923
)
Total Mortgage-Backed Securities
1,991,363

 
(58,820
)
 
281,106

 
(15,675
)
 
2,272,469

 
(74,495
)
Total
$
2,478,594

 
$
(66,898
)
 
$
301,842

 
$
(17,105
)
 
$
2,780,436

 
$
(84,003
)


12

The Company does not believe that the investment securities that were in an unrealized loss position as of September 30, 2014, which were comprised of 202 securities, represent an other-than-temporary impairment.  Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.  As of September 30, 2014 and December 31, 2013, the gross unrealized losses reported for mortgage-backed securities were primarily related to investment securities issued by the Government National Mortgage Association. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost bases, which may be at maturity.

Interest income from taxable and non-taxable investment securities for the three and nine months ended September 30, 2014 and 2013 were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2014

 
2013

 
2014

 
2013

Taxable
$
31,053

 
$
31,552

 
$
96,796

 
$
92,806

Non-Taxable
5,300

 
4,623

 
15,841

 
13,336

Total Interest Income from Investment Securities
$
36,353

 
$
36,175

 
$
112,637

 
$
106,142


As of September 30, 2014, included in the Company's investment securities portfolio were debt securities issued by political subdivisions within the State of Hawaii of $583.8 million, representing 58% of the total fair value of the Company's municipal debt securities. Of the entire Hawaii municipal bond portfolio, 94% were credit-rated Aa2 or better by Moody's while the remaining Hawaii municipal bonds were credit-rated A2 or better by at least one nationally recognized statistical rating organization. Also, approximately 76% of the Company's Hawaii municipal bond holdings were general obligation issuances. As of September 30, 2014, there were no other holdings of municipal debt securities that were issued by a single state or political subdivision which comprised more than 10% of the total fair value of the Company's municipal debt securities.

As of September 30, 2014, the carrying value of the Company’s Federal Home Loan Bank of Seattle ("FHLB Seattle") and Federal Reserve Bank stock was as follows:
(dollars in thousands)
September 30,
2014

 
December 31,
2013

Federal Home Loan Bank Stock
$
49,775

 
$
58,021

Federal Reserve Bank Stock
19,299

 
19,138

Total
$
69,074

 
$
77,159


These securities can only be redeemed or sold at their par value and only to the respective issuing government-supported institution or to another member institution.  The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment.  Management considers these non-marketable equity securities to be long-term investments.  Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.

In September 2014, the FHLB Seattle and the Federal Home Loan Bank of Des Moines announced that they have entered into a definitive agreement to merge the two Banks. The merger agreement has been unanimously approved by the boards of directors of both Banks. The closing of the merger is subject to certain closing conditions, including approval by the Federal Housing Finance Agency and ratification by the member-owners of both Banks.

Visa Class B Restricted Shares

In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion will not occur until the settlement of certain litigation which is indemnified by Visa members such as the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account not be sufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank's Class B conversion ratio to unrestricted Class A shares. As of September 30, 2014, the conversion ratio was 0.4121.

During the third quarter of 2014, the Company recorded a $1.9 million net gain on the sale of 23,000 Visa Class B shares. For the first nine months of 2014, the Company recorded a $5.8 million net gain on the sale of 68,500 Visa Class B shares.

13

Concurrent with these sales, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa further reduces the conversion ratio. Based on the existing transfer restriction and the uncertainty of the covered litigation, the remaining 424,214 Class B shares (174,819 Class A equivalents) that the Company owns are carried at a zero cost basis.


14

Note 3.    Loans and Leases and the Allowance for Loan and Lease Losses

Loans and Leases

The Company’s loan and lease portfolio was comprised of the following as of September 30, 2014 and December 31, 2013:

(dollars in thousands)
September 30,
2014

 
December 31,
2013

Commercial
 

 
 

Commercial and Industrial
$
991,157

 
$
911,367

Commercial Mortgage
1,373,289

 
1,247,510

Construction
132,097

 
107,349

Lease Financing
232,381

 
262,207

Total Commercial
2,728,924

 
2,528,433

Consumer
 

 
 

Residential Mortgage
2,444,989

 
2,282,894

Home Equity
838,206

 
773,385

Automobile
306,003

 
255,986

Other 1
288,228

 
254,689

Total Consumer
3,877,426

 
3,566,954

Total Loans and Leases
$
6,606,350

 
$
6,095,387

1 
Comprised of other revolving credit, installment, and lease financing.
Most of the Company's lending activity is with customers located in the State of Hawaii. A substantial portion of the Company's real estate loans are secured by real estate in Hawaii.

Net gains related to sales of residential mortgage loans, recorded as a component of mortgage banking income, were $0.3 million and $2.0 million for the three months ended September 30, 2014 and 2013, respectively, and $1.6 million and $8.0 million for the nine months ended September 30, 2014 and 2013, respectively.

15

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

The following presents by portfolio segment, the activity in the Allowance for the three and nine months ended September 30, 2014 and 2013.  The following also presents by portfolio segment, the balance in the Allowance disaggregated on the basis of the Company’s impairment measurement method and the related recorded investment in loans and leases as of September 30, 2014 and 2013.

(dollars in thousands)
Commercial

 
Consumer

 
Total

Three Months Ended September 30, 2014
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
71,886

 
$
41,952

 
$
113,838

Loans and Leases Charged-Off
(229
)
 
(3,432
)
 
(3,661
)
Recoveries on Loans and Leases Previously Charged-Off
1,202

 
1,648

 
2,850

Net Loans and Leases Recovered (Charged-Off)
973

 
(1,784
)
 
(811
)
Provision for Credit Losses
(6,619
)
 
3,954

 
(2,665
)
Balance at End of Period
$
66,240

 
$
44,122

 
$
110,362

Nine Months Ended September 30, 2014
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
71,446

 
$
44,008

 
$
115,454

Loans and Leases Charged-Off
(1,863
)
 
(9,833
)
 
(11,696
)
Recoveries on Loans and Leases Previously Charged-Off
4,299

 
7,169

 
11,468

Net Loans and Leases Recovered (Charged-Off)
2,436

 
(2,664
)
 
(228
)
Provision for Credit Losses
(7,642
)
 
2,778

 
(4,864
)
Balance at End of Period
$
66,240

 
$
44,122

 
$
110,362

As of September 30, 2014
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
2,449

 
$
3,653

 
$
6,102

Collectively Evaluated for Impairment
63,791

 
40,469

 
104,260

Total
$
66,240

 
$
44,122

 
$
110,362

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
26,061

 
$
39,886

 
$
65,947

Collectively Evaluated for Impairment
2,702,863

 
3,837,540

 
6,540,403

Total
$
2,728,924

 
$
3,877,426

 
$
6,606,350

 
 
 
 
 
 
Three Months Ended September 30, 2013
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
70,197

 
$
54,378

 
$
124,575

Loans and Leases Charged-Off
(623
)
 
(4,051
)
 
(4,674
)
Recoveries on Loans and Leases Previously Charged-Off
1,039

 
2,740

 
3,779

Net Loans and Leases Recovered (Charged-Off)
416

 
(1,311
)
 
(895
)
Provision for Credit Losses
4,393

 
(4,393
)
 
—

Balance at End of Period
$
75,006

 
$
48,674

 
$
123,680

Nine Months Ended September 30, 2013
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Balance at Beginning of Period
$
72,704

 
$
56,153

 
$
128,857

Loans and Leases Charged-Off
(1,271
)
 
(13,406
)
 
(14,677
)
Recoveries on Loans and Leases Previously Charged-Off
2,306

 
7,194

 
9,500

Net Loans and Leases Recovered (Charged-Off)
1,035

 
(6,212
)
 
(5,177
)
Provision for Credit Losses
1,267

 
(1,267
)
 
—

Balance at End of Period
$
75,006

 
$
48,674

 
$
123,680

As of September 30, 2013
 

 
 

 
 

Allowance for Loan and Lease Losses:
 

 
 

 
 

Individually Evaluated for Impairment
$
8,029

 
$
3,472

 
$
11,501

Collectively Evaluated for Impairment
66,977

 
45,202

 
112,179

Total
$
75,006

 
$
48,674

 
$
123,680

Recorded Investment in Loans and Leases:
 

 
 

 
 

Individually Evaluated for Impairment
$
35,149

 
$
36,557

 
$
71,706

Collectively Evaluated for Impairment
2,443,341

 
3,491,595

 
5,934,936

Total
$
2,478,490

 
$
3,528,152

 
$
6,006,642


16

Credit Quality Indicators

The Company uses several credit quality indicators to manage credit risk in an ongoing manner.  The Company uses an internal credit risk rating system that categorizes loans and leases into pass, special mention, or classified categories.  Credit risk ratings are applied individually to those classes of loans and leases that have significant or unique credit characteristics that benefit from a case-by-case evaluation.  These are typically loans and leases to businesses or individuals in the classes which comprise the commercial portfolio segment.  Groups of loans and leases that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk-rated and monitored collectively.  These are typically loans and leases to individuals in the classes which comprise the consumer portfolio segment.

The following are the definitions of the Company’s credit quality indicators:

Pass:
Loans and leases in all classes within the commercial and consumer portfolio segments that are not adversely rated. Management believes that there is a low likelihood of loss related to those loans and leases that are considered pass.

Special Mention:
Loans and leases in the classes within the commercial portfolio segment that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease. The special mention credit quality indicator is not used for classes of loans and leases that are included in the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans and leases that are considered special mention.

Classified:
Loans and leases in the classes within the commercial portfolio segment that are inadequately protected by the sound worth and paying capacity of the borrower or of the collateral pledged, if any. Classified loans and leases are also those in the classes within the consumer portfolio segment that are past due 90 days or more as to principal or interest. Residential mortgage loans that are past due 90 days or more as to principal or interest may be considered pass if the Company is in the process of collection and the current loan-to-value ratio is 60% or less. Home equity loans that are past due 90 days or more as to principal or interest may be considered pass if the Company is in the process of collection, the first mortgage is with the Company, and the current combined loan-to-value ratio is 60% or less. Residential mortgage and home equity loans may be current as to principal and interest, but may be considered classified for a period of up to six months following a loan modification. Following a period of demonstrated performance in accordance with the modified contractual terms, the loan may be removed from classified status. Management believes that there is a distinct possibility that the Company will sustain some loss if the deficiencies related to classified loans and leases are not corrected in a timely manner.


17

The Company’s credit quality indicators are periodically updated on a case-by-case basis.  The following presents by class and by credit quality indicator, the recorded investment in the Company’s loans and leases as of September 30, 2014 and December 31, 2013.
 
September 30, 2014
(dollars in thousands)
Commercial
and Industrial

 
Commercial
Mortgage

 
Construction

 
Lease
Financing

 
Total
Commercial

Pass
$
943,401

 
$
1,299,766

 
$
130,267

 
$
231,919

 
$
2,605,353

Special Mention
14,150

 
34,944

 
—

 
21

 
49,115

Classified
33,606

 
38,579

 
1,830

 
441

 
74,456

Total
$
991,157

 
$
1,373,289

 
$
132,097

 
$
232,381

 
$
2,728,924

 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
Residential
Mortgage

 
Home
Equity

 
Automobile

 
Other 1

 
Total
Consumer

Pass
$
2,427,506

 
$
833,987

 
$
305,391

 
$
287,587

 
$
3,854,471

Classified
17,483

 
4,219

 
612

 
641

 
22,955

Total
$
2,444,989

 
$
838,206

 
$
306,003

 
$
288,228

 
$
3,877,426

Total Recorded Investment in Loans and Leases