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United States Securities and Exchange Commission Washington, D.C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 001-14585 FIRST HAWAIIAN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 99-0156159 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 999 Bishop Street, 29th Floor Honolulu, HI 96813 (Address of Principal Executive Offices) (Zip Code) (808) 525-7000 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock, par value $0.01 per share FHB NASDAQ Global Select Market 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 (section 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, a 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 ☒. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 130,371,311 shares of Common Stock, par value $0.01 per share, were outstanding as of April 20, 2021. Table of Contents TABLE OF CONTENTS FIRST HAWAIIAN, INC. FORM 10-Q INDEX Part I Financial Information Page No. Item 1. Financial Statements (unaudited) 2 Consolidated Statements of Income for the three months ended March 31, 2021 and 2020 2 Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2021 and 2020 3 Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 4 Consolidated Statements of Stockholders' Equity for the three and three months ended March 31, 2021 and 2020 5 Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 6 Notes to Consolidated Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3. Quantitative and Qualitative Disclosures about Market Risk 79 Item 4. Controls and Procedures 79 Part II Other Information 79 Item 1. Legal Proceedings 79 Item 1A.Risk Factors 79 Item 6. Exhibits 81 Exhibit Index 81 Signatures 82 1 Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST HAWAIIAN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, (dollars in thousands, except per share amounts) 2021 2020 Interest income Loans and lease financing $ 110,939 $ 134,971 Available-for-sale securities 23,146 21,210 Other 491 2,351 Total interest income 134,576 158,532 Interest expense Deposits 4,056 15,600 Short-term and long-term borrowings 1,362 4,249 Total interest expense 5,418 19,849 Net interest income 129,158 138,683 Provision for credit losses — 41,200 Net interest income after provision for credit losses 129,158 97,483 Noninterest income Service charges on deposit accounts 6,718 8,950 Credit and debit card fees 14,551 14,949 Other service charges and fees 8,846 8,539 Trust and investment services income 8,492 9,591 Bank-owned life insurance 2,389 2,260 Investment securities gains, net — 85 Other 2,872 4,854 Total noninterest income 43,868 49,228 Noninterest expense Salaries and employee benefits 43,936 44,829 Contracted services and professional fees 17,188 16,055 Occupancy 7,170 7,243 Equipment 5,491 4,708 Regulatory assessment and fees 2,034 1,946 Advertising and marketing 1,591 1,823 Card rewards program 4,835 7,015 Other 14,061 12,847 Total noninterest expense 96,306 96,466 Income before provision for income taxes 76,720 50,245 Provision for income taxes 19,027 11,380 Net income $ 57,693 $ 38,865 Basic earnings per share $ 0.44 $ 0.30 Diluted earnings per share $ 0.44 $ 0.30 Basic weighted-average outstanding shares 129,933,104 129,895,706 Diluted weighted-average outstanding shares 130,589,878 130,351,585 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 2 Table of Contents FIRST HAWAIIAN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) Three Months Ended March 31, (dollars in thousands) 2021 2020 Net income $ 57,693 $ 38,865 Other comprehensive (loss) income, net of tax: Net change in pensions and other benefits — (96) Net change in investment securities (75,039) 35,974 Other comprehensive (loss) income (75,039) 35,878 Total comprehensive (loss) income $ (17,346) $ 74,743 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 3 Table of Contents FIRST HAWAIIAN, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, (dollars in thousands, except share amount) 2021 2020 Assets Cash and due from banks $ 278,994 $ 303,373 Interest-bearing deposits in other banks 983,816 737,571 Investment securities, at fair value (amortized cost: $6,708,431 as of March 31, 2021 and $5,985,031 as of December 31, 2020) 6,692,479 6,071,415 Loans held for sale 9,390 11,579 Loans and leases 13,300,289 13,279,097 Less: allowance for credit losses 200,366 208,454 Net loans and leases 13,099,923 13,070,643 Premises and equipment, net 319,949 322,401 Accrued interest receivable 69,879 69,626 Bank-owned life insurance 468,927 466,537 Goodwill 995,492 995,492 Mortgage servicing rights 10,869 10,731 Other assets 567,878 603,463 Total assets $ 23,497,596 $ 22,662,831 Liabilities and Stockholders' Equity Deposits: Interest-bearing $ 11,958,606 $ 11,705,609 Noninterest-bearing 8,175,075 7,522,114 Total deposits 20,133,681 19,227,723 Long-term borrowings 200,010 200,010 Retirement benefits payable 143,736 143,373 Other liabilities 336,539 347,621 Total liabilities 20,813,966 19,918,727 Commitments and contingent liabilities (Note 12) Stockholders' equity Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 140,455,180 / 129,749,890 as of March 31, 2021; issued/outstanding: 140,191,133 / 129,912,272 as of December 31, 2020) 1,405 1,402 Additional paid-in capital 2,517,048 2,514,014 Retained earnings 497,418 473,974 Accumulated other comprehensive (loss) income, net (43,435) 31,604 Treasury stock (10,705,290 shares as of March 31, 2021 and 10,278,861 shares as of December 31, 2020) (288,806) (276,890) Total stockholders' equity 2,683,630 2,744,104 Total liabilities and stockholders' equity $ 23,497,596 $ 22,662,831 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 4 Table of Contents FIRST HAWAIIAN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2021 Accumulated Additional Other Common Stock Paid-In Retained Comprehensive Treasury (dollars in thousands, except share amounts) Shares Amount Capital Earnings Income (Loss) Stock Total Balance as of December 31, 2020 129,912,272 $ 1,402 $ 2,514,014 $ 473,974 $ 31,604 $ (276,890) $ 2,744,104 Net income — — — 57,693 — — 57,693 Cash dividends declared ($0.26 per share) — — — (33,812) — — (33,812) Equity-based awards 170,082 3 3,034 (437) — (2,373) 227 Common stock repurchased (332,464) — — — — (9,543) (9,543) Other comprehensive loss, net of tax — — — — (75,039) — (75,039) Balance as of March 31, 2021 129,749,890 $ 1,405 $ 2,517,048 $ 497,418 $ (43,435) $ (288,806) $ 2,683,630 Three Months Ended March 31, 2020 Accumulated Additional Other Common Stock Paid-In Retained Comprehensive Treasury (dollars in thousands, except share amounts) Shares Amount Capital Earnings Loss (Income) Stock Total Balance as of December 31, 2019 129,928,479 $ 1,399 $ 2,503,677 $ 437,072 $ (31,749) $ (270,141) $ 2,640,258 Cumulative-effect adjustment of a change in accounting principle, net of tax: ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments — — — (12,517) — — (12,517) Net income — — — 38,865 — — 38,865 Cash dividends declared ($0.26 per share) — — — (33,782) — — (33,782) Equity-based awards 117,248 2 2,800 (315) — (1,504) 983 Common stock repurchased (217,759) — — — — (5,000) (5,000) Other comprehensive income, net of tax — — — — 35,878 — 35,878 Balance as of March 31, 2020 129,827,968 $ 1,401 $ 2,506,477 $ 429,323 $ 4,129 $ (276,645) $ 2,664,685 The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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