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FIRST HAWAIIAN, INC. - Quarter Report: 2002 March (Form 10-Q)

BANCWEST CORP
Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549


FORM 10-Q

     
(Mark One)
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
    For the quarterly period ended March 31, 2002

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
    For the transition period from_______________to_______________.

Commission file number 0-7949


BANCWEST CORPORATION

(Exact name of registrant as specified in its charter)


     
Delaware
(State of incorporation)
  99-0156159
(I.R.S. Employer
Identification No.)
 
999 Bishop Street, Honolulu, Hawaii
(Address of principal executive offices)
  96813
(Zip Code)

Registrant’s telephone number, including area code: (808) 525-7000


Securities registered pursuant to Section 12(b) of the Act:
9.50% Quarterly Income Preferred Securities


Securities registered pursuant to Section 12(g) of the Act:
None


(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or l5(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  [X]     No [   ]

The number of shares outstanding of each of the issuer’s classes of common stock
as of April 30, 2002 was:

     
Title of Class   Number of Shares Outstanding

 
Class A Common Stock, $0.01 Par Value
 
85,759,123 Shares



 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS (Unaudited)
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 12.1


Table of Contents

PART I.          FINANCIAL INFORMATION

             
        Page    
       
   
Item 1.
 
Financial Statements (Unaudited)
 
 
 
 
Consolidated Balance Sheets at March 31, 2002, December 31, 2001 and March 31, 2001
 
2 - 3
 
 
Consolidated Statements of Income for the three months ended March 31, 2002 and 2001
 
4
 
 
 
Consolidated Statements of Changes in Stockholder’s Equity for the three months ended March 31, 2002 and 2001
 
5
 
 
 
Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001
 
6
 
 
 
Notes to Consolidated Financial Statements
 
7 - 10
 
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
11 - 29
 
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
 
29 - 30
 
PART II.
 
OTHER INFORMATION
 
 
Item 2.
 
Changes in Securities and Use of Proceeds
 
31
 
Item 6.
 
Exhibits and Reports on Form 8-K
 
31
 
SIGNATURES
 
32
EXHIBIT INDEX

1


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (Unaudited)

                             
        March 31,   December 31,   March 31,
        2002   2001   2001
       
 
 
        (in thousands, except per share data)
Assets
                       
Cash and due from banks
  $ 1,338,866     $ 737,262     $ 834,003  
Interest-bearing deposits in other banks
    182,930       109,935       365,261  
Federal funds sold and securities purchased under agreements to resell
    149,500       233,000       373,000  
Investment securities:
                       
 
Held-to-maturity
                86,764  
 
Available-for-sale
    3,163,807       2,542,173       2,103,515  
Loans and leases:
                       
 
Loans and leases
    24,123,589       15,223,732       14,202,523  
 
Less allowance for credit losses
    383,003       194,654       186,246  
 
   
     
     
 
Net loans and leases
    23,740,586       15,029,078       14,016,277  
 
   
     
     
 
Premises and equipment, net
    410,429       273,035       288,989  
Customers’ acceptance liability
    11,292       1,498       2,369  
Core deposit intangible, net
    231,925       110,239       77,365  
Goodwill, net
    3,380,392       2,061,805       679,107  
Other real estate owned and repossessed personal property
    24,393       22,321       20,549  
Other assets
    690,373       526,168       572,253  
 
   
     
     
 
Total assets
  $ 33,324,493     $ 21,646,514     $ 19,419,452  
 
   
     
     
 
Liabilities and Stockholder’s Equity
                       
Deposits:
                       
 
Domestic:
                       
   
Interest-bearing
  $ 17,146,357     $ 11,453,882     $ 11,280,102  
   
Noninterest-bearing
    6,200,071       3,407,209       3,167,903  
 
Foreign
    737,492       472,960       262,168  
 
   
     
     
 
Total deposits
    24,083,920       15,334,051       14,710,173  
 
   
     
     
 
Federal funds purchased and securities sold under agreements to repurchase
    810,192       713,384       648,008  
Other short-term borrowings
    1,330,673       240,936       114,526  
Acceptances outstanding
    11,292       1,498       2,369  
Other liabilities
    1,041,529       891,641       868,346  
Long-term debt
    2,118,040       2,197,954       781,039  
Guaranteed preferred beneficial interests in Company’s junior subordinated debentures
    264,214       265,130       250,000  
 
   
     
     
 
Total liabilities
  $ 29,659,860     $ 19,644,594     $ 17,374,461  
 
   
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS, Continued (Unaudited)

                             
        March 31,   December 31,   March 31,
        2002   2001   2001
       
 
 
        (in thousands, except per share data)
Stockholder’s equity:
                       
 
Class A common stock, par value $.01 per share at March 31, 2002 and December 31, 2001 and $1 per share at March 31, 2001 Authorized - 150,000,000 shares at March 31, 2002 and December 31, 2001 and 75,000,000 shares at March 31, 2001
Issued - 85,759,123 shares at March 31, 2002 and 56,074,874 shares at December 31, 2001 and March 31, 2001
  $ 858     $ 561     $ 56,075  
 
Common stock, par value $1 per share
                       
    Authorized - 200,000,000 shares at March 31, 2001
Issued - 71,053,762 shares at March 31, 2001
                71,054  
 
Surplus
    3,584,978       1,985,275       1,126,103  
 
Retained earnings
    73,719       8,302       808,410  
 
Accumulated other comprehensive income, net
    5,078       7,782       22,308  
 
Treasury stock, at cost - 2,423,466 shares at March 31, 2001
                (38,959 )
 
   
     
     
 
Total stockholder’s equity
    3,664,633       2,001,920       2,044,991  
 
   
     
     
 
Total liabilities and stockholder’s equity
  $ 33,324,493     $ 21,646,514     $ 19,419,452  
 
   
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                   
      Three Months Ended March 31,
     
      2002   2001
     
 
      (in thousands)
Interest income
               
Interest and fees on loans
  $ 256,229     $ 262,442  
Lease financing income
    36,726       35,595  
Interest on investment securities:
               
 
Taxable interest income
    34,262       33,193  
 
Exempt from Federal income taxes
    44       118  
Other interest income
    2,023       7,503  
 
   
     
 
 
Total interest income
    329,284       338,851  
 
   
     
 
Interest expense
               
Deposits
    63,629       120,421  
Short-term borrowings
    5,793       10,218  
Long-term debt
    35,382       18,839  
 
   
     
 
 
Total interest expense
    104,804       149,478  
 
   
     
 
 
Net interest income
    224,480       189,373  
Provision for credit losses
    20,007       35,200  
 
   
     
 
 
Net interest income after provision for credit losses
    204,473       154,173  
 
   
     
 
Noninterest income
               
Service charges on deposit accounts
    25,974       20,436  
Trust and investment services income
    8,140       9,127  
Other service charges and fees
    23,498       18,374  
Securities gains, net
    228       41,300  
Other
    4,784       9,262  
 
   
     
 
 
Total noninterest income
    62,624       98,499  
 
   
     
 
Noninterest expense
               
Salaries and wages
    60,094       49,377  
Employee benefits
    23,482       17,973  
Occupancy expense
    15,614       16,235  
Outside services
    13,252       11,503  
Intangible amortization
    2,757       10,284  
Equipment expense
    7,729       7,532  
Restructuring and integration costs
    6,015       3,935  
Other
    30,155       33,249  
 
   
     
 
 
Total noninterest expense
    159,098       150,088  
 
   
     
 
Income before income taxes
    107,999       102,584  
Provision for income taxes
    42,582       40,837  
 
   
     
 
Net income
  $ 65,417     $ 61,747  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDER’S EQUITY
(Unaudited)

                                                           
                                      Accumulated                
      Class A                           Other                
      Common   Common           Retained   Comprehensive   Treasury        
      Stock   Stock   Surplus   Earnings   Income, net   Stock   Total
     
 
 
 
 
 
 
      (in thousands, except per share data)
Balance, December 31, 2001
  $ 561     $     $ 1,985,275     $ 8,302     $ 7,782     $     $ 2,001,920  
Comprehensive income:
                                                       
 
Net income
                      65,417                   65,417  
 
Unrealized valuation adjustment, net of tax and reclassification adjustment
                            (2,704 )           (2,704 )
 
   
     
     
     
     
     
     
 
 
Comprehensive income
                      65,417       (2,704 )           62,713  
 
   
     
     
     
     
     
     
 
Issuance of Class A common stock
    297             1,599,703                         1,600,000  
 
   
     
     
     
     
     
     
 
Balance, March 31, 2002
  $ 858     $     $ 3,584,978     $ 73,719     $ 5,078     $     $ 3,664,633  
 
   
     
     
     
     
     
     
 
Balance, December 31, 2000
  $ 56,075     $ 71,041     $ 1,125,652     $ 770,350     $ 7,601     $ (41,226 )   $ 1,989,493  
Comprehensive income:
                                                       
 
Net income
                      61,747                   61,747  
 
Unrealized valuation adjustment, net of tax and reclassification adjustment
                            14,707             14,707  
 
   
     
     
     
     
     
     
 
 
Comprehensive income
                      61,747       14,707             76,454  
 
   
     
     
     
     
     
     
 
Issuance of common stock
          13       5                         18  
Incentive Plan for Key Executives
                30                         30  
Issuance of treasury stock under Stock Incentive Plan
                416                   2,267       2,683  
Cash dividends ($.19 per share)
                      (23,687 )                 (23,687 )
 
   
     
     
     
     
     
     
 
Balance, March 31, 2001
  $ 56,075     $ 71,054     $ 1,126,103     $ 808,410     $ 22,308     $ (38,959 )   $ 2,044,991  
 
   
     
     
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial
statements.

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Table of Contents

BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                       
          Three Months Ended March 31,
         
          2002   2001
         
 
          (in thousands)
Cash flows from operating activities:
               
 
Net income
  $ 65,417     $ 61,747  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
     
Provision for credit losses
    20,007       35,200  
     
Net gain on disposition of assets
          18,621  
     
Depreciation and amortization
    11,511       61,624  
     
Income taxes
    4,941       6,851  
     
Increase in interest receivable
    (75,333 )     (2,035 )
     
Increase (decrease) in interest payable
    49,285       (21,399 )
     
Increase in prepaid expenses
    (27,844 )     (2,035 )
     
Securities gains, net
    (228 )     (41,300 )
     
Accrued donation
          5,000  
     
Restructuring and integration costs
    6,015       3,935  
     
Other
    59,767       23,442  
 
   
     
 
Net cash provided by operating activities
    113,538       149,651  
 
   
     
 
Cash flows from investing activities:
               
 
Net increase in interest-bearing deposits in other banks
    (72,995 )     (359,289 )
 
Net decrease in Federal funds sold and securities purchased under agreements to resell
    130,662       159,100  
 
Proceeds from maturity of held-to-maturity investment securities
          6,176  
 
Proceeds from maturity of available-for-sale investment securities
    202,887       577,267  
 
Purchase of available-for-sale investment securities
    (306,995 )     (654,284 )
 
Purchase of bank owned life insurance
          (101,082 )
 
Net increase in loans and leases to customers
    (213,411 )     (22,686 )
 
Net cash provided by (paid for) acquisitions
    (1,793,000 )     632,965  
 
Purchase of premises and equipment
    (4,308 )     (5,121 )
 
Other
    (311 )     (949 )
 
   
     
 
Net cash used in investing activities
    (2,057,471 )     232,097  
 
   
     
 
Cash flows from financing activities:
               
 
Net increase (decrease) in deposits
    401,822       (644,505 )
 
Net increase (decrease) in Federal funds purchased and securities sold under agreements to repurchase
    (212,902 )     69,723  
 
Net increase in other short-term borrowings
    937,447       23,743  
 
(Payments on) proceeds from long-term debt, net
    (180,830 )     148,616  
 
Cash dividends paid
          (23,687 )
 
Proceeds from issuance of Class A common stock
    1,600,000        
 
Proceeds from issuance of common stock options
          18  
 
Proceeds from issuance of treasury stock
          2,713  
 
   
     
 
Net cash provided by (used in) financing activities
    2,545,537       (423,379 )
 
   
     
 
Net increase (decrease) in cash and due from banks
    601,604       (41,631 )
Cash and due from banks at beginning of period
    737,262       873,599  
 
   
     
 
Cash and due from banks at end of period
  $ 1,338,866     $ 831,968  
 
   
     
 
Supplemental disclosures:
               
 
Interest paid
  $ 55,159     $ 164,341  
 
   
     
 
 
Income taxes paid (refund received)
  $ 3,503     $ (20,788 )
 
   
     
 
Supplemental schedule of noncash investing and financing activities:
               
 
Loans converted into other real estate owned and repossessed personal property
  $ 4,161     $ 2,098  
 
   
     
 
 
Loans made to facilitate the sale of other real estate owned
  $ 57     $ 3,563  
 
   
     
 
In connection with acquisitions, the following liabilities were assumed:
               
   
Fair value of assets acquired
  $ 10,959,000     $ 14,682  
   
Cash (paid) received
    (1,793,000 )     632,965  
 
   
     
 
Liabilities assumed
  $ 9,166,000     $ 647,647  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Summary of Significant Accounting Policies

     The accounting and reporting policies of BancWest Corporation and Subsidiaries (“BancWest,” the “Company” or “we/our”) conform with generally accepted accounting principles and practices within the banking industry. The following is a summary of significant accounting policies:

Consolidation

     The consolidated financial statements of the Company include the accounts of BancWest Corporation (“BWE”) and its wholly-owned subsidiaries: Bank of the West and its wholly-owned subsidiaries (“Bank of the West”); United California Bank and its wholly-owned subsidiaries (“UCB”); First Hawaiian Bank and its wholly-owned subsidiaries (“First Hawaiian”); FHL Lease Holding Company, Inc. and its wholly-owned subsidiary; First Hawaiian Capital I; BancWest Capital I; and FHI International, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (which included only normal recurring adjustments) necessary for a fair presentation are reflected in the consolidated financial statements.

Reclassifications

     The 2001 Consolidated Financial Statements were reclassified in certain respects to conform to the 2002 presentation. Such reclassifications did not have a material effect on the Consolidated Financial Statements.

2. New Pronouncements

     On January 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities-An Amendment of FASB Statement No. 133.” At the time of adoption, we designated certain derivative instruments used for risk management into hedging relationships in accordance with the requirements of the new standard. The transition adjustment resulting from the adoption of SFAS No. 133, as amended by SFAS Nos. 137 and 138, associated with establishing the fair values of derivatives and hedged items on the Company’s Consolidated Balance Sheet was not material because the Company does not engage in significant transactions using derivative financial instruments.

     In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations.” SFAS No. 141, which supersedes Accounting Principles Board (“APB”) Opinion No. 16, “Business Combinations,” addresses financial accounting and reporting for business combinations. All business combinations in the scope of SFAS No. 141 are to be accounted for using the purchase method of accounting. Also included in the provisions of SFAS No. 141 are new criteria for identifying and recognizing intangible assets apart from goodwill and additional disclosure requirements concerning the primary reasons for a business combination and the allocation of the purchase price for the assets acquired and liabilities assumed. The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001, as well as to all business combinations accounted for using the purchase method of accounting for which the date of acquisition is July 1, 2001 or later. The Company adopted the provisions of SFAS No. 141 concurrent with the acquisition of BancWest by BNP Paribas (“BNP Paribas Merger”). See further discussion in Note 3.

     In July 2001, the FASB also issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142, which supersedes APB Opinion No. 17, “Intangible Assets,” addresses the accounting and reporting for goodwill and other intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) at and subsequent to acquisition. Under the provisions of SFAS No. 142, goodwill and certain other intangible assets which do not possess finite lives will no longer be amortized into net income over an estimated life but rather will be tested at least annually for impairment based on specific guidance provided in the new standard. Intangible assets determined to have finite lives will continue to be amortized over their estimated useful lives and also continue to be subject to impairment testing. Application of the non-amortization provisions of this statement was effective with the BNP Paribas Merger. The remaining provisions of SFAS No. 142 were adopted by the Company effective January 1, 2002. Goodwill and other indefinite lived intangible assets were subjected to a transitional impairment test during the quarter ended March 31, 2002. As of March 31, 2002, we had no impairment on our goodwill. Had we amortized the goodwill arising from the BNP Paribas Merger, pre-tax amortization of goodwill of approximately $25.8 million (assuming an amortization period of 20 years) would have been recorded on the Company’s consolidated financial statements in the first three months of 2002. In addition, the pre-tax amortization of goodwill related to the acquisition of UCB from March 15, 2002 amounting to $2.7 million was not recorded.

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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     The following table reflects consolidated net income adjusted as though the adoption of SFAS Nos. 141 and 142 occurred as of the beginning of the three month period ended March 31, 2001:

                   
      Three months ended March 31,
     
(in thousands)   2002   2001

 
 
Net Income:
               
 
As reported
  $ 65,417     $ 61,747  
 
Goodwill amortization
          7,329  
 
   
     
 
 
As adjusted
  $ 65,417     $ 69,076  
 
   
     
 

     The estimated annual amortization expense for definite life intangible assets, primarily core deposit intangibles arising from the BNP Paribas Merger and the acquisition of UCB, is $27.3 million (pre-tax) for each of the years from 2003 to 2007.

     Goodwill increased in the three-month period ended March 31, 2002 due to the acquisition of United California Bank on March 15, 2002. The additional $1.3 billion of goodwill is reported in the Bank of the West operating segment.

     In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” However, SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for the recognition and measurement of the impairment of long-lived assets to be held and used and the measurement of long-lived assets to be disposed of by sale. The scope of SFAS No. 144 excludes goodwill and other non-amortizable intangible assets to be held and used as well as goodwill associated with a reporting unit to be disposed of. The provisions of SFAS No. 144 are effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144 did not have a material effect on the Company’s Consolidated Financial Statements.

3. Mergers and Acquisitions

United California Bank Acquisition

     On March 15, 2002, BancWest, a wholly-owned subsidiary of BNP Paribas, completed its acquisition of all of the outstanding stock of UCB from UFJ Bank Ltd. of Japan. On March 15, 2002, UCB had total assets of $10.1 billion, net loans of $8.5 billion, total deposits of $8.3 billion and a total of 115 branches. The preceding amounts do not include final purchase price accounting adjustments. The purchase price of approximately $2.4 billion was paid in cash and accounted for as a purchase. BNP Paribas funded BancWest’s acquisition of UCB by providing $1.6 billion of additional capital to BancWest and by lending it $800 million. UCB was merged with and into Bank of the West on April 1, 2002. UCB has a strong presence in Southern California, which complements Bank of the West’s existing network in Northern California, the Pacific Northwest, New Mexico and Nevada. We expect to achieve cost savings for the combined company of approximately $75 million per year beginning in 2003. These cost savings are primarily in compensation and occupancy related expenses. Branches of UCB are expected to be fully integrated into the Bank of the West branch network system in the third quarter of 2002. Results of operations of UCB are included in our Consolidated Financial Statements beginning on March 15, 2002.

     In connection with the UCB acquisition, we recorded the following restructuring and integration reserves: $40.5 million for severance, $34.2 million for losses on subleases, $8.5 million for contract cancellations, $1.5 million for relocation and other. These reserves were established as a result of the $6.0 million pre-tax charge we recorded in the first three months of 2002 and also through purchase accounting adjustments. In the first three months of 2002, $1.1 million for severance was paid.

     The following unaudited pro forma financial information for the three months ended March 31, 2002 and 2001 assumes that the UCB acquisition occurred as of January 1, 2001, after giving effect to certain adjustments. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the UCB acquisition been consummated on the date indicated.

                 
    Pro Forma Financial
    Information for the
    three months ended March 31,
   
(Unaudited)   2002   2001

 
 
    (in thousands)
Net Interest Income
  $ 320,761     $ 312,421  
Noninterest Income
    82,550       134,459  
Noninterest Expense
    226,809       227,648  
Net Income
    86,427       112,108  

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BNP Paribas Merger

     On December 20, 2001, Chauchat L.L.C., a Delaware limited liability company (“Merger Sub”), merged with and into BancWest pursuant to an Agreement and Plan of Merger, dated as of May 8, 2001, as amended and restated as of July 19, 2001, by and among BancWest, BNP Paribas, and Merger Sub (the “Merger Agreement”). The Merger Sub was a wholly-owned subsidiary of BNP Paribas. At the effective time of the BNP Paribas Merger, all outstanding shares of common stock, par value $1 per share (“Company Common Stock”), of BancWest were cancelled and converted solely into the right to receive $35 per share in cash. Pursuant to the Merger Agreement, each share of Class A common stock, par value $1 per share, owned by BNP Paribas and French American Banking Corporation, a wholly-owned subsidiary of BNP Paribas, remained outstanding as one share of Class A Common Stock and all of the units of the Merger Sub were cancelled without any consideration becoming payable therefor. Concurrent with the BNP Paribas Merger, the par value of the Class A common stock was changed to $.01. As a result of the BNP Paribas Merger, BancWest became a wholly-owned subsidiary of BNP Paribas.

     The BNP Paribas Merger significantly affected our financial statements. “Push-down” accounting was required for this business combination. Essentially, this resulted in three major changes to our balance sheet:

     Purchase price adjustments and new intangibles: As part of purchase accounting, our assets and liabilities were adjusted to fair value. Among the items adjusted were identifiable intangible assets related to our deposits, loans and leases, property and equipment, pension assets and liabilities and other items.
 
     New debt: As part of the BNP Paribas Merger, we assumed $1.55 billion in new debt from the Merger Sub. This debt is between BancWest and another subsidiary of BNP Paribas.
 
     New equity basis: Due to the use of “push-down” accounting in the BNP Paribas Merger, the equity balances at December 31, 2001 reflect BNP Paribas’ basis in the Company.

4. Impaired Loans

     The following table summarizes impaired loan information as of and for the three months ended March 31, 2002 and 2001 and as of and for the year ended December 31, 2001:

                         
    March 31, 2002   December 31, 2001   March 31, 2001
   
 
 
    (in thousands)
Impaired loans with related allowance for credit losses calculated under SFAS No. 114
  $ 143,091     $ 89,273     $ 110,933  
Impaired loans with no related allowance for credit losses calculated under SFAS No. 114
    7,925       8,253       35,601  
 
   
     
     
 
Impaired loans
  $ 151,016     $ 97,526     $ 146,534  
 
   
     
     
 
Total allowance for credit losses on impaired loans
  $ 35,914     $ 24,745     $ 17,881  
Average impaired loans
    104,965       118,497       129,706  
Interest income recognized on impaired loans
    624       2,462       634  

     We consider loans to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. For a loan that has been restructured, the contractual terms of the loan agreement refer to the terms of the original loan agreement. Not all impaired loans are necessarily placed on nonaccrual status; for example, restructured loans performing under restructured terms beyond a specific period may be classified as accruing, but may still be deemed impaired. Impaired loans without a related allowance for credit losses are generally collateralized by assets with fair values in excess of the recorded investment in the loans. We generally apply interest payments on impaired loans to reduce the outstanding principal amount of such loans.

5. Operating Segments

     As of March 31, 2002, we had two reportable operating segments: Bank of the West and First Hawaiian. The Bank of the West segment includes United California Bank from March 15, 2002 and operates primarily on the mainland United States. The First Hawaiian segment operates primarily in the State of Hawaii.

     The financial results of our operating segments are presented on an accrual basis. There are no significant differences between the accounting policies of the segments as compared to the Company’s consolidated financial statements. We evaluate the performance of these segments and allocate resources to them based on net interest income and net income. There are no material intersegment revenues.

     The tables below present information about our operating segments as of or for the three months ended March 31, 2002 and 2001, respectively:

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    Three Months Ended March 31,
   
    Bank of   First           Reconciling   Consolidated
    the West   Hawaiian   Other   Items   Totals
   
 
 
 
 
    (in millions)
2002
                                       
Net interest income
  $ 169     $ 83     $ (28 )   $     $ 224  
Net income
    51       31       (17 )           65  
Segment assets
    25,123       8,590       7,179       (7,568 )     33,324  
Goodwill
    2,214       994       172             3,380  
2001
                                       
Net interest income
  $ 112     $ 81     $ (4 )   $     $ 189  
Net income
    34       31       (3 )           62  
Segment assets
    11,982       7,517       3,339       (3,419 )     19,419  
Goodwill
    609       70                   679  

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain matters contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements (such as those concerning our plans, expectations, estimates, strategies, projections and goals) involve risks and uncertainties that could cause actual results to differ materially from those discussed in the statements. Readers should carefully consider those risks and uncertainties in reading this report. Factors that could cause or contribute to such differences include, but are not limited to: (1) global, national and local economic and market conditions, specifically with respect to changes in the United States economy; (2) the level and volatility of interest rates and currency values; (3) government fiscal and monetary policies; (4) credit risks inherent in the lending process; (5) loan and deposit demand in the geographic regions where we conduct business; (6) the impact of intense competition in the rapidly evolving banking and financial services business; (7) extensive federal and state regulation of our business, including the effect of current and pending legislation and regulations; (8) whether expected revenue enhancements and cost savings are realized within expected time frames; (9) risk and uncertainties regarding the purchase of UCB, including: a) the possibility of customer or employee attrition following the UCB transaction; b) lower than expected revenues following the transaction; and c) problems or delays in bringing together UCB with BancWest/Bank of the West; (10) matters relating to the integration of our business with that of past and future merger partners, including the impact of combining these businesses on revenues, expenses, deposit attrition, customer retention and financial performance; (11) our reliance on third parties to provide certain critical services, including data processing; (12) the proposal or adoption of changes in accounting standards by the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission (“SEC”) or other standard setting bodies; (13) technological changes; (14) other risks and uncertainties discussed in this document or detailed from time to time in other SEC filings that we make; and (15) management’s ability to manage risks that result from these and other factors. Our forward-looking statements are based on management’s current views about future events. Those statements speak only as of the date on which they are made. We do not intend to update forward-looking statements, and, except as required by law, we disclaim any obligation or undertaking to update or revise any such statements to reflect any change in our expectations or any change in events, conditions, circumstances or assumptions on which forward-looking statements are based.

GAAP, OPERATING AND CASH EARNINGS

We analyze our performance on a net income basis determined in accordance with generally accepted accounting principles (“GAAP”), as well as on an operating basis before merger-related, integration and other nonrecurring costs and/or the effects of the amortization of intangible assets. We refer to the results as “operating” and “cash” earnings, respectively. Operating earnings, cash earnings and operating cash earnings (the combination of the effect of adjustments for both cash and operating results), as well as information calculated from them and related discussions, are presented as supplementary information in this analysis to enhance the readers’ understanding of, and highlight trends in, our core financial results excluding the effects of discrete business acquisitions and other transactions. We include these additional disclosures because this information is both relevant and useful in understanding the performance of the Company as management views it. Operating earnings and cash earnings should not be viewed as a substitute for net income and earnings per share, among other gauges of performance, as determined in accordance with GAAP. Merger-related and integration costs, amortization of intangible assets and other items excluded from net income to derive operating and cash earnings may be significant and may not be comparable to those of other companies.

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BancWest Corporation and Subsidiaries
CONSOLIDATED FINANCIAL HIGHLIGHTS
(Unaudited)

                                 
    Three Months Ended March 31,
   
(dollars in thousands)           2002           2001

         
         
Earnings and Dividends:
                               
Net income
  $         65,417     $         61,747  
Selected Financial Ratios:
                               
Return on average total assets (ROA)
            1.12 %             1.33 %
Return on average stockholder’s equity (ROE)
            11.51               12.26  
Net interest margin (taxable-equivalent basis)
            4.57               4.58  
Allowance for credit losses to total loans and leases (at March 31)
            1.59               1.31  
Nonperforming assets to total assets (at March 31)
            .77               .66  
Allowance for credit losses to nonperforming loans and leases (at March 31)
            1.65x               1.72x  
 
           
             
 
Non-GAAP Information(1)
                               
Operating earnings(2)
  $         69,015     $         64,089  
Cash earnings(3)
            67,061               70,303  
Operating cash earnings(2), (3)
            70,659               72,645  
Selected Financial Ratios:
                               
Operating return on average total assets (ROA)(2)
            1.18 %             1.38 %
Return on average tangible assets(4)
            1.34               1.62  
Operating return on average stockholder’s equity (ROE)(2)
            12.14               12.73  


(1)   Information presented was not calculated under generally accepted accounting principles (“GAAP”). Information is disclosed to improve readers’ understanding of how management views the results of our operation.
 
(2)   Excluding after-tax restructuring and integration costs of $3,598,000 and $2,342,000 in the first quarter of 2002 and 2001, respectively.
 
(3)   Excluding amortization of goodwill and core deposit intangible.
 
(4)   Defined as operating cash earnings as a percentage of average total assets minus average goodwill and core deposit intangible.

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NET INCOME

     The following table compares net income, operating earnings, cash earnings and operating cash earnings for the three months ended March 31, 2002 to the same period in 2001:

                             
        2002   2001(1)   % Change
       
 
 
        (in thousands)        
Three months ended March 31,
                       
   
Net income
  $ 65,417     $ 61,747       5.9 %
         
     
     
 
Non-GAAP income:
                       
   
Operating earnings (2), (3)
  $ 69,015     $ 64,089       7.7 %
   
Cash earnings (4)
    67,061       70,303       (4.6 )
   
Operating cash earnings (2),(3),(4)
    70,659       72,645       (2.7 )


(1)   Includes $7.6 million after-tax net effect of the Concord Security Gain, additional provision for credit losses and other nonrecurring items. Excluding the after-tax net effect of the gain, additional provision and other nonrecurring items, net income and cash earnings for the three months ended March 31, 2001 were $54.2 million and $62.7 million, respectively. Operating earnings and operating cash earnings, excluding the net after-tax effect of the aforementioned items, were $56.5 million and $65.1 million, respectively.
 
(2)   Excluding after-tax integration costs of $2.3 million related to Nevada and New Mexico branch acquisitions in the first quarter of 2001.
 
(3)   Excluding after-tax restructuring, and integration costs of $3.6 million related to United California Bank acquisition in March 2002.
 
(4)   Excluding after-tax amortization of goodwill and core deposit intangibles.

Net income and operating earnings increased for the three months ended March 31, 2002 compared to the same period in 2001, primarily due to higher net interest income, resulting from higher average earning assets and a lower rate paid on funding sources. Also contributing to the increase in our net income and operating earnings in the first quarter of 2002 over the same period in 2001 was increased contribution from our Bank of the West operating segment, including the operations of UCB from March 15, 2002. The increase over the same three-month period of 2001 would have been greater if not for the $7.6 million net after-tax effect in the first three months of 2001 of the sale of the Company’s approximate 5% interest in Star Systems, Inc. (“Concord Security Gain”), additional provisions for credit losses, donation to a private charitable foundation and other non-recurring items. The cessation of the amortization of goodwill in 2002 due to changes to GAAP (see Note 2 to our Consolidated Financial Statements on pages 7 and 8) also contributed to the increase in net income and operating earnings.

On a cash basis, excluding after-tax amortization of intangible assets, cash earnings and cash operating earnings in the first three months of 2002 decreased compared to the same period in 2001, primarily due to the $7.6 million increase in net income due to the net after-tax effect of the Concord Security Gain, additional provisions for credit losses, donation to a private charitable foundation and other non-recurring items in the first three months of 2001.

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NET INCOME, Continued

     The table below shows the return on average total assets, the return on average tangible assets and the return on average stockholder’s equity for the first three months of 2002 compared to the same period in 2001. The return on average tangible assets is defined as operating cash earnings as a percentage of average total tangible assets.

                         
    2002   2001   % Change
   
 
 
Return on average total assets
    1.12 %     1.33 %     (15.8 )%
Return on average stockholder’s equity
    11.51       12.26       (6.1 )
Non-GAAP returns:
                       
Operating return on average total assets(1)
    1.18       1.38       (14.5 )
Return on average tangible assets(1)
    1.34       1.62       (17.3 )
Operating return on average stockholder’s equity(1)
    12.14       12.73       (4.6 )


(1)   Ratios are computed excluding after-tax restructuring, integration and other nonrecurring costs related to the United California Bank acquisition in March 2002 and the Nevada and New Mexico branch acquisitions in the first quarter of 2001, respectively.

NET INTEREST INCOME

     The following table compares net interest income on a taxable-equivalent basis for the three months ended March 31, 2002 to the same period in 2001:

                           
      2002   2001   % Change
     
 
 
      (in thousands)        
Three months ended March 31,
                       
 
Net interest income
  $ 224,557     $ 189,448       18.5 %

The increase in net interest income for the three months ended March 31, 2002 over the same period in 2001 was primarily due to an increase in average earning assets of 18.7%, or $3.1 billion, and a 147-basis-point decrease (1% equals 100 basis points) in the rate paid on funding sources, partially offset by a 148-basis-point decline in the yield on average earning assets. In addition, the lower cost of funds resulted from higher average noninterest-bearing deposits, which increased by $840.8 million, or 28.2%, in the first quarter of 2002 over the same period in 2001.

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NET INTEREST INCOME, Continued

The following table compares the net interest margin for the three months ended March 31, 2002 to the same period in 2001:

                           
                      Change
      2002   2001   (Basis Points)
     
 
 
Three months ended March 31,
                       
 
Yield on average earning assets
    6.71 %     8.19 %     (148 )
 
Rate paid on funding sources
    2.14       3.61       (147 )
 
 
   
     
     
 
 
Net interest margin
    4.57       4.58       (1 )

In the three-month period ended March 31, 2002, as compared to the same period in 2001, the net interest margin decreased by 1 basis point due to a decline in the rate paid on funding sources of 147 basis points and a decrease in the yield on average earning assets of 148 basis points. The effects of the continuing reduction of key interest rates by the Federal Reserve are primarily responsible for the declines in yields and rates.

For further discussions of the impact that the changing interest environment has had on the rate paid on deposits, see page 20.

Our cost of funds was lowered by an increase in average noninterest-bearing deposits in the three months ended March 31, 2002 as compared to the same period in 2001. The percentage of average noninterest-bearing deposits to total average deposits increased to 22.6% for the three months ended March 31, 2002, compared to 20.9% for the same period in 2001.

The following table compares average earning assets, average loans and leases and average interest-bearing deposits and liabilities for the three months ended March 31, 2002 to the same period in 2001:

                           
      2002   2001   % Change
     
 
 
      (in thousands)
Three months ended March 31,
                       
 
Average earning assets
  $ 19,915,795     $ 16,774,604       18.7 %
 
Average loans and leases
    16,861,211       14,145,518       19.2  
 
Average interest-bearing deposits and liabilities
    16,822,980       13,031,723       29.1  

The increase in average earning assets was primarily due to increases in average loans and leases. The increase in average loans and leases was primarily due to the growth of our Bank of the West operating segment’s loan and lease portfolio, including the UCB acquisition in the first quarter of 2002. Also contributing to the increase in average loans and leases were the branch acquisitions in Guam and Saipan in the fourth quarter of 2001.

The increase in average interest-bearing deposits and liabilities was primarily due to an increase in interest-bearing deposits and long-term debt. Expansion of our customer deposit base, primarily from our Bank of the West operating segment and the UCB acquisition, contributed to the increase.

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The following table sets forth consolidated average balance sheets, an analysis of interest income/expense and average yield rate for each major category of interest-earning assets and interest-bearing liabilities for the periods indicated on a taxable equivalent basis. The tax equivalent adjustment is made for items exempt from Federal income taxes (assuming a 35% tax rate for 2002 and 2001) to make them comparable with taxable items before any income taxes are applied.

                                                       
          Three Months Ended March 31,
         
          2002   2001
         
 
                  Interest                   Interest        
          Average   Income/   Yield/   Average   Income/   Yield/
          Balance   Expense   Rate(1)   Balance   Expense   Rate(1)
         
 
 
 
 
 
                          (dollars in thousands)                
ASSETS
                                               
Earning assets:                                                
 
Interest-bearing deposits in other banks
  $ 152,079     $ 742       1.98 %   $ 250,727     $ 3,610       5.84 %
 
Federal funds sold and securities purchased under agreements to resell
    205,067       866       1.71       278,488       3,893       5.67  
 
Investment securities(2)
    2,697,438       34,787       5.23       2,099,871       33,385       6.45  
 
Loans and leases(3),(4)
    16,861,211       292,966       7.05       14,145,518       298,038       8.54  
 
   
     
             
     
         
     
Total earning assets
    19,915,795       329,361       6.71       16,774,604       338,926       8.19  
 
           
                     
         
 
Nonearning assets
    3,877,041                       2,098,985                  
 
   
                     
                 
     
Total assets
  $ 23,792,836                     $ 18,873,589                  
 
 
                     
                 
LIABILITIES AND STOCKHOLDER’S EQUITY
                                               
Interest-bearing deposits and liabilities:
                                               
 
Deposits:
                                               
   
Domestic:
                                               
     
Interest-bearing demand
  $ 336,207     $ 219       0.26 %   $ 313,906     $ 644       0.83 %
     
Savings
    5,742,800       16,231       1.15       4,328,651       25,230       2.36  
     
Time
    6,664,839       45,250       2.75       6,428,909       92,469       5.83  
   
Foreign
    370,124       1,929       2.11       203,398       2,078       4.14  
 
   
     
             
     
         
     
Total interest-bearing deposits
    13,113,970       63,629       1.97       11,274,864       120,421       4.33  
 
Short-term borrowings
    1,330,766       5,793       1.77       743,738       10,218       5.57  
 
Long-term debt and capital securities
    2,378,244       35,382       6.03       1,013,121       18,839       7.54  
 
   
     
             
     
         
     
Total interest-bearing deposits and liabilities
    16,822,980       104,804       2.53       13,031,723       149,478       4.65  
 
   
     
     
     
     
     
 
   
Interest rate spread
                    4.18 %                     3.54 %
 
                   
                     
 
 
Noninterest-bearing deposits
    3,818,881                       2,978,114                  
 
Other liabilities
    845,278                       821,133                  
 
   
                     
                 
     
Total liabilities
    21,487,139                       16,831,170                  
 
Stockholder’s equity
    2,305,697                       2,042,419                  
 
   
                     
                 
     
Total liabilities and stockholder’s equity
  $ 23,792,836                     $ 18,873,589                  
 
   
                     
                 
     
Net interest income and margin on total earning assets
            224,557       4.57 %             189,448       4.58 %
 
                   
                     
 
 
Tax equivalent adjustment
            77                       75          
 
           
                     
         
     
Net interest income
          $ 224,480                     $ 189,373          
 
           
                     
         


(1)   Annualized.
(2)   Average debt investment securities were computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments.
(3)   Nonaccruing loans and leases have been included in the computations of average loan and lease balances.
(4)   Interest income for loans and leases included loan fees of $11,138 and $8,729 for 2002 and 2001, respectively.

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INVESTMENT SECURITIES

Held-to-Maturity

There were no held-to-maturity investment securities at March 31, 2002 and December 31, 2001. The following table presents the amortized cost, unrealized gains and losses, and fair values of held-to-maturity investment securities as of March 31, 2001:

         
    March 31,
    2001
   
    (in thousands)
Amortized cost
  $ 86,764  
Unrealized gains
    76  
Unrealized losses
    (430 )
 
   
 
Fair value
  $ 86,410  
 
   
 

Available-for-Sale

The following table presents the amortized cost, unrealized gains and losses, and fair values of available-for-sale investment securities as of the dates indicated:

                         
    March 31,   December 31,   March 31,
    2002   2001   2001
   
 
 
    (in thousands)
Amortized cost
  $ 3,154,799     $ 2,529,133     $ 2,066,255  
Unrealized gains
    20,834       23,672       38,310  
Unrealized losses
    (11,826 )     (10,632 )     (1,050 )
 
   
     
     
 
Fair value
  $ 3,163,807     $ 2,542,173     $ 2,103,515  
 
   
     
     
 

Gross realized gains and losses on available-for-sale investment securities for the three months ended March 31, 2002 were as follows:

         
    2002
   
    (in thousands)
Realized gains
  $ 241  
Realized losses
    (13 )
 
   
 
Securities gains (losses), net
  $ 228  
 
   
 

Gains and losses realized on the sales of available-for-sale investment securities are determined using the specific identification method. There were no realized gains and losses for the three months ended March 31, 2001.

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LOANS AND LEASES

The following table sets forth the loan and lease portfolio by major categories and loan and lease mix at March 31, 2002, December 31, 2001 and March 31, 2001:

                                                     
        March 31, 2002   December 31, 2001   March 31, 2001
       
 
 
        Amount   %   Amount   %   Amount   %
       
 
 
 
 
 
        (dollars in thousands)
Commercial, financial and agricultural
  $ 5,088,168       21.1 %   $ 2,387,605       15.7 %   $ 2,562,244       18.0 %
Real estate:
                                               
 
Commercial
    4,846,071       20.1       2,957,194       19.4       2,758,034       19.4  
 
Construction
    1,161,303       4.8       464,462       3.1       406,059       2.9  
 
Residential:
                                               
   
Insured, guaranteed or conventional
    3,800,936       15.8       1,831,824       12.0       1,802,486       12.7  
   
Home equity credit lines
    1,046,134       4.3       432,003       2.9       453,886       3.2  
 
   
     
     
     
     
     
 
   
Total real estate loans
    10,854,444       45.0       5,685,483       37.4       5,420,465       38.2  
 
   
     
     
     
     
     
 
Consumer
    5,468,894       22.7       4,471,897       29.3       3,775,198       26.6  
Lease financing
    2,326,056       9.6       2,293,199       15.1       2,106,486       14.8  
Foreign
    386,027       1.6       385,548       2.5       338,130       2.4  
 
   
     
     
     
     
     
 
   
Total loans and leases
    24,123,589       100.0 %     15,223,732       100.0 %     14,202,523       100.0 %
 
           
             
             
 
Less allowance for credit losses
    383,003               194,654               186,246          
 
   
             
             
         
   
Total net loans and leases
  $ 23,740,586             $ 15,029,078             $ 14,016,277          
 
   
             
             
         
Total loans and leases to:
                                               
   
Total assets
    33,324,493       72.4 %     21,646,514       70.3 %     19,419,452       73.1 %
   
Total earning assets
    27,236,823       88.6 %     17,914,186       85.0 %     16,944,817       83.8 %
   
Total deposits
    24,083,920       100.2 %     15,334,051       99.3 %     14,710,173       96.5 %

The loan and lease portfolio is the largest component of total earning assets and accounts for the greatest portion of total interest income. The increase in loans and leases as of March 31, 2002, as compared to December 31, 2001, was primarily due to the acquisition of UCB on March 15, 2002 and growth in our Bank of the West operating segment. Our net loans and leases increased by 58.0% to $23.7 billion over December 31, 2001 and 69.4% over March 31, 2001. Excluding UCB loans at March 31, 2002, the increase in loans and leases were 1.5% over December 31, 2001 and 8.8% over March 31, 2001.

Total commercial, financial, and agricultural loans at March 31, 2002 increased by 113.1%, or $2.7 billion, over December 31, 2001 and 98.6%, or $2.5 billion, over March 31, 2001. Excluding UCB commercial, financial and agricultural loans at March 31, 2002, commercial, financial and agricultural loans decreased $23.2 million, or 1.0%, compared to December 31, 2001, and decreased $197.8 million, or 7.7%, compared to March 31, 2001. The decrease in this category was primarily in our First Hawaiian Bank operating segment, due mainly to planned reductions in shared national credits.

Total real estate commercial loans at March 31, 2002 increased by 63.9%, or $1.9 billion, over December 31, 2001 and 75.7%, or $2.1 billion, over March 31, 2001, primarily due to the UCB acquisition. Real estate-commercial loans excluding UCB loans increased $36.6 million, or 1.2%, from December 31, 2001, and increased $235.8 million, or 8.5%, from March 31, 2001. The increase over the past year was primarily due to the growth in our Bank of the West operating segment.

Total real estate-construction loans at March 31, 2002 increased by 150%, or $696.8 million, over December 31, 2001 and 186%, or $755.2 million, over March 31, 2001, primarily due to the UCB acquisition. Excluding UCB, real estate-construction loans decreased by 2.6%, or $11.9 million, compared to December 31, 2001 and increased 11.5%, or $46.5 million, over March 31, 2001.

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LOANS AND LEASES, continued

Total real estate-residential loans at March 31, 2002 increased by 114.1%, or $2.6 billion, over December 31, 2001 and 114.8% over March 31, 2001, primarily due to the UCB acquisition. Excluding UCB, real estate-residential loans increased .9%, or $19.7 million, over December 31, 2001 and 1.2%, or $27.2 million, over March 31, 2001.

Total consumer loans at March 31, 2001 increased 22.3%, or $997.0 million, over December 31, 2001 and increased 44.9%, or $1.7 billion, over March 31, 2001. Consumer loans excluding UCB consumer loans at March 31, 2001 increased $210.5 million, or 4.7%, over December 31, 2001, and $907.2 million, or 24.0%, over March 31, 2001, primarily due to growth in our Bank of the West operating segment. Consumer loans consist primarily of direct and indirect automobile, recreational vehicle, marine, credit card and unsecured financing.

The lease financing portfolio increased by 1.4%, or $32.9 million, over December 31, 2001 and increased 10.4%, or $219.6 million, over March 31, 2001. Excluding UCB, leases increased $735,000 over December 31, 2001 and 8.9%, or $187.4 million, over March 31, 2001.

Our foreign loans are principally in Guam and Saipan. Foreign loans as of March 31, 2002 increased $479,000, or .1%, over December 31, 2001 and increased $47.9 million, or 14.2%, over March 31, 2001. The increase over March 31, 2001 was primarily due to our branch acquisition in November 2001.

Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities, which would cause them to be similarly impacted by economic or other conditions. At March 31, 2002, we did not have a concentration of loans greater than 10% of total loans, which is not otherwise disclosed as a category of loans as shown in the above table.

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DEPOSITS

Deposits are the largest component of our total liabilities and account for the greatest portion of total interest expense. At March 31, 2002, total deposits were $24.1 billion, an increase of 63.7% over March 31, 2001. The increase was primarily due to the growth in our customer deposit base, primarily in the Bank of the West operating segment, including the UCB acquisition, and various deposit product programs that we initiated. Contributing to the increase were the First Hawaiian branch acquisitions in Guam and Saipan from the Union Bank of California.

The decrease in all of the rates paid on deposits reflects falling rates in 2001, caused primarily by actions of the Federal Reserve’s Open Market Committee. During the 12-month period from April 1, 2001 to March 31, 2002, the benchmark federal funds rate decreased eight times totaling 325 basis points. The rates paid on deposits reflect this rapidly changing interest rate environment at different speeds, due to the repricing characteristics of each type of deposit. Time deposits, which generally reprice more slowly than other deposits, do not yet fully reflect the sharp decreases in interest rates implemented in 2001, while money market and savings deposits, which can be repriced more rapidly, are more reflective of the current decrease in the interest rate environment. The deposits in the foreign category are a mixture of time, savings and other interest-bearing deposits; therefore, its rate reflects both types of repricing characteristics. Additional information on our average deposit balances and rates paid is provided in the table on page 16.

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NONPERFORMING ASSETS

Nonperforming assets at March 31, 2002, December 31, 2001 and March 31, 2001 are as follows:

                                 
            March 31,   December 31,   March 31,
            2002   2001   2001
           
 
 
            (dollars in thousands)
Nonperforming Assets:
                       
 
Nonaccrual:
                       
   
Commercial, financial and agricultural
  $ 151,028     $ 35,908     $ 56,165  
   
Real estate:
                       
     
Commercial
    45,043       27,568       15,086  
     
Construction
    3,000             119  
     
Residential:
                       
       
Insured, guaranteed, or conventional
    12,094       9,003       10,642  
 
   
     
     
 
       
Total real estate loans
    60,137       36,571       25,847  
 
   
     
     
 
   
Consumer
    3,919       6,144       4,671  
   
Lease financing
    9,900       9,570       8,769  
   
Foreign
    3,968       4,074       5,474  
 
   
     
     
 
       
Total nonaccrual loans and leases
    228,952       92,267       100,926  
 
   
     
     
 
 
Restructured:
                       
   
Commercial, financial and agricultural
    1,502       1,569       957  
   
Real estate:
                       
     
Commercial
    1,094       3,019       5,312  
     
Residential:
                       
       
Insured, guaranteed, or conventional
          257       938  
 
   
     
     
 
       
Total real estate loans
    1,094       3,276       6,250  
 
   
     
     
 
       
Total restructured loans and leases
    2,596       4,845       7,207  
 
   
     
     
 
       
Total nonperforming loans and leases
    231,548       97,112       108,133  
 
Other real estate owned and repossessed personal property
    24,393       22,321       20,549  
 
   
     
     
 
       
Total nonperforming assets
  $ 255,941     $ 119,433     $ 128,682  
 
   
     
     
 
Past due loans and leases(1):
                       
 
Commercial, financial and agricultural
  $ 17,432     $ 11,134     $ 10,803  
 
Real estate:
                       
   
Commercial
    1,192       385       411  
   
Construction
    2,217              
   
Residential:
                       
     
Insured, guaranteed, or conventional
    2,347       3,303       3,274  
     
Home equity credit lines
    160       467       332  
 
   
     
     
 
       
Total real estate loans
    5,916       4,155       4,017  
 
   
     
     
 
 
Consumer
    2,603       3,323       2,376  
 
Lease financing
    84       146       177  
 
Foreign
    4,291       2,023       1,237  
 
   
     
     
 
       
Total past due loans and leases
  $ 30,326     $ 20,781     $ 18,610  
 
   
     
     
 
Nonperforming assets to total loans and leases and other real estate owned and repossessed personal property (end of period):
                       
 
Excluding past due loans and leases
    1.06 %     .78 %     .90 %
 
Including past due loans and leases
    1.19 %     .92 %     1.04 %
Nonperforming assets to total assets (end of period):
                       
 
Excluding past due loans and leases
    .77 %     .55 %     .66 %
 
Including past due loans and leases
    .86 %     .65 %     .76 %


(1)   Represents loans and leases which are past due 90 days or more as to principal and/or interest, are still accruing interest and are adequately collateralized and in the process of collection.

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NONPERFORMING ASSETS, Continued

Nonperforming assets at March 31, 2002 were $255.9 million, or 1.06%, of total loans and leases and other real estate owned and repossessed personal property (“OREO”), compared to .90% at March 31, 2001. Nonperforming assets at March 31, 2002 were .77% of total assets, compared to .66% at March 31, 2001.

Nonperforming assets at March 31, 2002 increased by $136.5 million, or 114.3%, from December 31, 2001. The increase in nonaccrual loans was primarily due to commercial, financial and agricultural loans, real estate-commercial loans and construction loans in our Bank of the West operating segment. The increase in nonperforming assets in the Bank of the West operating segment was primarily due to the acquisition of UCB. The increase in nonperforming assets in the Bank of the West operating segment was partially offset by lower nonperforming loans in the First Hawaiian Bank operating segment. Excluding the UCB nonperforming assets at March 31, 2002, the nonperforming assets decreased $39.7 million or 33.2%, compared to December 31, 2001.

Nonperforming assets at March 31, 2002 increased by $127.3 million, or 98.9%, from March 31, 2001. The increase was primarily attributable to increases in nonaccrual commercial, financial and agricultural loans and real estate-commercial loans, which were partially offset by decreases in nonaccrual consumer and foreign loans. Excluding the UCB nonperforming assets at March 31, 2002, the nonperforming assets decreased $48.9 million, or 38.0% compared to March 31, 2001.

We generally place a loan or lease on nonaccrual status when we believe that collection of principal or income has become doubtful or when loans and leases are 90 days past due as to principal or income, unless they are well secured and in the process of collection. We may make an exception to the general 90-day-past-due rule when the fair value of the collateral exceeds our recorded investment in the loan or when other factors indicate that the borrower will shortly bring the loan current.

While the majority of consumer loans and leases are subject to our general policies regarding nonaccrual loans, certain past-due consumer loans and leases are not placed on nonaccrual status, because they are charged off upon reaching a predetermined delinquency status varying from 120 to 180 days, depending on product type.

When we place a loan or lease on nonaccrual status, previously accrued and uncollected interest is reversed against interest income of the current period. When we receive a cash interest payment on a nonaccrual loan, we apply it as a reduction of the principal balance when we have doubts about the ultimate collection of the principal. Otherwise, we record such payments as income.

Nonaccrual loans and leases are generally returned to accrual status when they: (1) become current as to principal and interest or (2) become both well secured and in the process of collection.

Other than the loans listed, we were not aware of any significant potential problem loans where possible credit problems of the borrower caused us to seriously question the borrower’s ability to repay the loan under existing terms.

Loans past due 90 days or more and still accruing interest totaled $30.3 million at March 31, 2002, an increase of $11.7 million, or 63.0%, from March 31, 2001. Loans past due 90 days or more and still accruing interest increased by $9.5 million, or 45.9%, from December 31, 2001 to March 31, 2002. The increase was primarily due to higher commercial, financial and agricultural loan and foreign loan delinquencies, which were partially offset by a decrease in real estate-residential loans. All of the loans that are past due 90 days or more and still accruing interest are, in our judgment, adequately collateralized and in the process of collection. Excluding the UCB loans past due 90 days or more and still accruing interest at March 31, 2002, the loans past due 90 days or more and still accruing increased $4.2 million, or 20.2%, from December 31, 2001 to March 31, 2002.

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PROVISION AND ALLOWANCE FOR CREDIT LOSSES

The following table sets forth the activity in the allowance for credit losses for the periods indicated:

                       
          Three Months Ended
          March 31,
         
          2002   2001
         
 
          (dollars in thousands)
Loans and leases outstanding (end of period)
  $ 24,123,589     $ 14,202,523  
 
   
     
 
Average loans and leases outstanding
  $ 16,861,211     $ 14,145,518  
 
   
     
 
Allowance for credit losses:
               
 
Balance at beginning of period
  $ 194,654     $ 172,443  
 
   
     
 
 
Allowance of subsidiaries purchased
    210,000        
 
Loans and leases charged off:
               
   
Commercial, financial and agricultural
    28,685       10,656  
   
Real estate:
               
     
Commercial
    66       399  
     
Residential
    394       1,067  
   
Consumer
    12,875       8,664  
   
Lease financing
    6,033       2,998  
   
Foreign
    475       602  
 
   
     
 
     
Total loans and leases charged off
    48,528       24,386  
 
   
     
 
 
Recoveries on loans and leases previously charged off:
               
   
Commercial, financial and agricultural
    2,724       147  
   
Real estate:
               
     
Commercial
    130       50  
     
Construction
    220       131  
     
Residential
    202       200  
   
Consumer
    2,191       1,699  
   
Lease financing
    1,252       502  
   
Foreign
    151       260  
 
   
     
 
     
Total recoveries on loans and leases previously charged off
    6,870       2,989  
 
   
     
 
     
Net charge-offs
    (41,658 )     (21,397 )
 
   
     
 
 
Provision for credit losses
    20,007       35,200  
 
   
     
 
 
Balance at end of period
  $ 383,003     $ 186,246  
 
   
     
 
Net loans and leases charged off to average loans and leases
    1.00 %(1)     .61 %(1)
Net loans and leases charged off to allowance for credit losses
    44.11 %(1)     46.59 %(1)
Allowance for credit losses to total loans and leases (end of period)
    1.59 %     1.31 %
Allowance for credit losses to nonperforming loans and leases (end of period):
               
   
Excluding 90 days past due accruing loans and leases
    1.65x       1.72x  
   
Including 90 days past due accruing loans and leases
    1.46x       1.47x  


(1)   Annualized.

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PROVISION AND ALLOWANCE FOR CREDIT LOSSES, Continued

The provision for credit losses for the first three months of 2002 was $20.0 million, a decrease of $15.2 million, or 43.2%, over the same period in 2001. The decrease in the provision for credit losses for the first three months of 2002 compared to the same period in 2001 primarily reflects the $23.0 million in additional provision for credit losses that we recorded in the first three months of 2001 in response to certain macroeconomic events.

The provision for credit losses is based upon our judgment as to the adequacy of the allowance for credit losses (the “Allowance”) to absorb probable losses inherent in the portfolio as of the balance sheet date. The Company uses a systematic methodology to determine the adequacy of the Allowance and related provision for credit losses to be reported for financial statement purposes. The determination of the adequacy of the Allowance is ultimately one of judgment, which includes consideration of many factors, including, among other things, the amount of problem and potential problem loans and leases, net charge-off experience, changes in the composition of the loan and lease portfolio by type and location of loans and leases and in overall loan and lease risk profile and quality, general economic factors and the fair value of collateral.

Our approach to managing exposure to credit risk involves an integrated program of setting appropriate standards for credit underwriting and diversification, monitoring trends that may affect the risk profile of the credit portfolio and making appropriate adjustments to reflect changes in economic and financial conditions that could affect the quality of the portfolio and loss probability. The components of this integrated program include:

          Setting Underwriting and Grading Standards. Our loan grading system utilizes ten different principal risk categories where “1” is “no risk” and “10” is “loss.” Risk parameters are established so that the cost of credit risk is an integral part of the pricing and evaluation of credit decisions and the setting of portfolio targets.
 
          Diversification. We actively manage our credit portfolio to avoid excessive concentration by obligor, risk grade, industry, product and geographic location. As part of this process, we also monitor changes in risk correlation among concentration categories. In addition, we seek to reduce our exposure to concentrations by actively participating portions of our commercial and commercial real estate loans to other banks.
 
          Risk Mitigation. Over the past few years, we have reduced our exposure to higher-risk areas such as real estate construction (which accounted for only 4.8% of total loans and leases at March 31, 2002) and Hawaii commercial real estate.
 
          Restricted Participation in Syndicated National Credits. In addition to providing backup commercial paper facilities primarily to investment-grade companies, we participate in media finance credits in the national market, one of our traditional niches where we have developed a special expertise over a long period of time and with experienced personnel. Recently, we began a program to reduce our outstanding commitments and balances in these types of credits. At March 31, 2002, the ratio of nonperforming shared national credits and media finance loans to total shared national credits and media finance loans outstanding was 2%.
 
          Emphasis on Consumer Lending. Consumer loans represent our single largest category of loans and leases. We focus our consumer lending activities on loan grades with what we believe are predictable loss rates. As a result, we are able to use formula-based approaches to calculate appropriate reserve levels that reflect historical experience. We generally do not participate in subprime lending activities. We also seek to reduce our exposures where feasible by obtaining third-party insurance or similar protections. For example, in our vehicle lease portfolio (which represents approximately 66% of our lease financing portfolio and 20% of our combined lease financing and consumer loans at March 31, 2002), we obtain third-party insurance for the estimated residual value of the leased vehicle. To the extent that these policies include deductible values, we set aside reserves to fully cover the uninsured portion.

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PROVISION AND ALLOWANCE FOR CREDIT LOSSES, Continued

Charge-offs were $48.5 million for the first three months of 2002, an increase of $24.1 million, or 99.0%, over the same period in 2001. The increase was primarily due to charge-offs in commercial, financial and agricultural loans, consumer loans and lease financing in the first three months of 2002. The higher charge-offs resulted from the large loan portfolio in the Bank of the West operating segment including our newest acquisition, UCB.

For the first three months of 2002, recoveries increased by $3.9 million, or 129.8%, over the same period in 2001. The increase in recoveries was primarily in commercial, financial and agricultural loans.

The Allowance decreased to 1.65 times nonperforming loans and leases (excluding 90 days or more past due accruing loans and leases) at March 31, 2002 from 1.72 times at March 31, 2001. The decrease in the ratio is principally due to an increase in nonperforming loans and leases, primarily in our Bank of the West operating segment.

In our judgment, the Allowance was adequate to absorb losses inherent in the loan and lease portfolio at March 31, 2002. However, changes in prevailing economic conditions in our markets could result in changes in the level of nonperforming assets and charge-offs in the future and, accordingly, changes in the Allowance. We will continue to closely monitor economic developments and those specific items mentioned above in particular and make necessary adjustments to the Allowance accordingly.

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NONINTEREST INCOME

The following table reflects the key components of the change in noninterest income for the three months ended March 31, 2002, as compared to the same period in 2001:

                             
        2002   2001   % Change
       
 
 
        (in thousands)        
Three months ended March 31,
                       
 
Service charges on deposit accounts
  $ 25,974     $ 20,436       27.1 %
 
Trust and investment services income
    8,140       9,127       (10.8 )
 
Other service charges and fees
    23,498       18,374       27.9  
 
Securities gains, net
    228       41,300       N/M  
 
Other
    4,784       9,262       (48.3 )
 
   
     
         
   
Total noninterest income
  $ 62,624     $ 98,499       (36.4 )%
 
   
     
         


    N/M — Not Meaningful.

As the table above shows in more detail, noninterest income decreased by 36.4% for the three months ended March 31, 2002, compared to the same period in 2001. Significant items include the following:

     The Concord Stock Gain of $41.3 million in 2001 was primarily responsible for the decrease in securities gains for the three months ended March 31, 2002 as compared to the same period in 2001.
 
     The increases in service charges on deposit accounts for the three months ended March 31, 2002, compared to the same period in 2001, were primarily due to higher levels of deposits resulting from the expansion of our customer deposit base predominately in our Bank of the West operating segment, including the deposits from UCB.
 
     The decrease in trust and investment services income for the three months ended March 31, 2002, compared to the same period in 2001, resulted primarily from decreased investment management fee income.
 
     The increases in other service charges and fees for the three months ended March 31, 2002, compared to the same period in 2001, were primarily due to: (1) higher merchant services fees, due to higher fee charges, increased volume and more merchant outlets; (2) higher bank card and ATM convenience fee income; and (3) higher miscellaneous service fees.
 
     The decrease in other noninterest income for the three months ended March 31, 2002, as compared to the same period in 2001, was primarily due to lower gains on the sale of OREO property in the first three months of 2002 and a gain on the sale of securitized loans in 2001.

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NONINTEREST EXPENSE

The following table reflects the key components of the change in noninterest expense for the three months ended March 31, 2002 as compared to the same period in 2001:

                             
        2002   2001   % Change
       
 
 
        (in thousands)        
Three months ended March 31,
                       
 
Salaries and wages
  $ 60,094     $ 49,377       21.7 %
 
Employee benefits
    23,482       17,973       30.7  
 
Occupancy expense
    15,614       16,235       (3.8 )
 
Outside services
    13,252       11,503       15.2  
 
Intangible amortization
    2,757       10,284       (73.2 )
 
Equipment expense
    7,729       7,532       2.6  
 
Stationery and supplies
    5,685       4,400       29.2  
 
Advertising and promotion
    4,657       4,333       7.5  
 
Restructuring and integration costs
    6,015       3,935       52.9  
 
Other
    19,813       24,516       (19.2 )
 
   
     
         
   
Total noninterest expense
  $ 159,098     $ 150,088       6.0 %
 
   
     
         


    N/M — Not Meaningful.

As the table above shows in more detail, noninterest expense increased by 6.0% for the three months ended March 31, 2002, compared to the same period in 2001. Significant factors causing the increase include the following:

     The increase in salaries and wages and employee benefits reflect increased employees, primarily due to the UCB acquisition. Also, the first three months of 2002 reflect an entire quarter of employee related expenses for the Nevada and New Mexico branch acquisition. In addition, total salaries and wages in the first three months of 2002 increased compared to the same period in 2001, due to lower net periodic pension benefit credits in 2002.
 
     The decrease in intangible amortization reflects the adoption of new accounting standards in 2002 that ceased the amortization of goodwill.
 
     Integration costs relate to our acquisition of UCB in 2002 and the Nevada and New Mexico branches in 2001.
 
     The decrease in other expense the first three months in 2002 from the same period in 2001 was primarily due to a $5 million charitable contribution to the First Hawaiian Foundation, a charitable arm of First Hawaiian that supports nonprofit and community organizations in the market where it operates.

INCOME TAXES

Our effective income tax rate (exclusive of the tax equivalent adjustment) for the three months ended March 31, 2002 were 39.4% as compared to 39.8% for the same period in 2001.

LIQUIDITY MANAGEMENT

Liquidity refers to our ability to provide sufficient short- and long-term cash flows to fund operations and to meet obligations and commitments, including depositor withdrawals and debt service, on a timely basis at reasonable costs. We achieve our liquidity objectives with both assets and liabilities.

We obtain short-term asset-based liquidity through our investment securities portfolio and short-term investments which can be readily converted to cash. These liquid assets consist of cash and due from banks, interest-bearing deposits in other banks, federal funds sold, securities purchased under agreements to resell and investment securities. Such assets represented 14.5% of total assets at March 31, 2002 compared to 16.7% at December 31, 2001.

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Intermediate- and longer-term asset liquidity is primarily provided by regularly scheduled maturities and cash flows from our loans and investment securities. Additional liquidity is available from certain assets that can be sold or securitized, such as consumer and mortgage loans.

We obtain short-term liability-based liquidity primarily from deposits. Average total deposits for the three months ended March 31, 2002 increased 16.4% to $16.9 billion, over the year ended December 31, 2001, primarily due to continued expansion of our customer base in the Western United States and acquisition of UCB. Average total deposits funded 71% of average total assets for the three months ended March 31, 2002 and 75% for the year ended December 31, 2001.

We also obtain short-term liquidity from ready access to regional and national wholesale funding sources, including issuing our own commercial paper, purchasing federal funds, selling securities under agreements to repurchase, arranging lines of credit from other banks and obtaining credit facilities from the Federal Home Loan Banks. Additional information on short-term borrowings is provided in Note 10 to the Consolidated Financial Statements on pages 57 and 58 of our 2001 Annual Report on Form 10-K. Offshore deposits in the international market provide another available source of funds.

Funds taken in the intermediate- and longer-term markets are structured to avoid concentration of maturities and to reduce refinancing risk. We also attempt to diversify the types of instruments issued to avoid undue reliance on any one market.

Liquidity for the parent company is primarily provided by dividend and interest income from its subsidiaries. Short-term cash requirements are met through liquidation of short-term investments. Longer-term liquidity is provided by access to the capital markets.

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CAPITAL

Stockholder’s equity was $3.665 billion at March 31, 2002, an increase of 83.1%, over $2.002 billion at December 31, 2001. Compared to March 31, 2001, stockholder’s equity at March 31, 2002 increased by $1.620 billion, or 79.2%. The increase was primarily due to the issuance of additional Class A common shares in connection with the UCB acquisition.

Capital adequacy regulations require the Company to maintain minimum amounts of Tier 1 and Total Capital and minimum ratios of Tier 1 Capital and Total Capital to risk-weighted assets, respectively, and of Tier 1 Capital to average assets (leverage). These amounts and ratios as of March 31, 2002 are set forth below:

                                                   
                                      To Be Well
                                      Capitalized
                                      Under Prompt
                      For Capital   Corrective Action
      Actual   Adequacy Purposes   Provisions
     
 
 
(dollars in thousands)   Amount   Ratio   Amount   Ratio   Amount   Ratio

 
 
 
 
 
 
Tier 1 Capital to
                                               
 
Risk-Weighted Assets:
                                               
 
Bank of the West
  $ 925,566       8.11 %   $ 456,730       4.00 %   $ 685,096       6.00 %
 
United California Bank
    1,012,326       10.83       373,943       4.00       560,915       6.00  
 
First Hawaiian
    653,137       9.95       262,588       4.00       393,881       6.00  
 
Total Capital to
                                               
 
Risk-Weighted Assets:
                                             
 
Bank of the West
  $ 1,268,625       11.11 %   $ 913,461       8.00 %   $ 1,141,826       10.00 %
 
United California Bank
    1,130,031       12.09       747,887       8.00       934,858       10.00  
 
First Hawaiian
    806,530       12.29       525,175       8.00       656,469       10.00  
 
Tier 1 Capital to
                                               
 
Average Assets:
                                                 
 
Bank of the West
  $ 925,566       7.37 %   $ 502,665       4.00 %   $ 628,331       5.00 %
 
United California Bank
    1,012,326       10.08       401,746       4.00       502,182       5.00  
 
First Hawaiian
    653,137       8.64       302,883       4.00       377,978       5.00  

Due to the election to become a financial holding company done concurrent with the BNP Paribas Merger, only the Company’s depository institution subsidiaries are subject to various regulatory capital requirements administered by the Federal banking agencies. If they fail to meet minimum capital requirements, these agencies can initiate certain mandatory actions. Such regulatory actions could have a material effect on the Company’s financial statements.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company’s depository institution subsidiaries must each meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. These capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK MEASUREMENT AND MANAGEMENT

The Company’s net interest income is subject to interest rate risk to the extent our interest-bearing liabilities (primarily deposits and borrowings) mature or reprice on a different basis than our interest-earning assets (primarily loans and leases and investment securities). When interest-bearing liabilities mature or reprice more quickly than interest-earning assets during a given period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more

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INTEREST RATE RISK MEASUREMENT AND MANAGEMENT, Continued

quickly than interest-bearing liabilities, a decrease in interest rates could have a negative impact on net interest income. In addition, the impact of interest rate swings may be exacerbated by factors such as our customers’ propensity to manage their demand deposit balances more or less aggressively or to refinance mortgage and other consumer loans depending on the interest rate environment.

The Asset/Liability Committees of the Company and its major subsidiaries are responsible for managing interest rate risk. The Asset/Liability Committees generally meet monthly or quarterly. The committees may recommend changes to a particular subsidiary’s interest rate profile to their respective Board of Directors, should changes be necessary and depart significantly from established policies. Other than loans and leases that are originated and held for sale, commitments to purchase and sell foreign currencies and mortgage-backed securities and certain interest rate swaps and options, the Company’s interest rate derivatives and other financial instruments are not entered into for trading purposes.

The Company models its net interest income in order to quantify its exposure to changes in interest rates. Generally, the size of the balance sheet is held relatively constant and then subjected to interest rate shocks up and down of 100 and 200 basis points each. Each account-level item is repriced according to its respective contractual characteristics, including any imbedded options which might exist (e.g. periodic interest rate caps or floors or loans and leases which permit the borrower to prepay the principal balance of the loan or lease prior to maturity without penalty). Off-balance-sheet instruments such as interest rate swaps, swaptions, caps or floors are included as part of the modeling process. For each interest rate shock scenario, net interest income over a 12-month horizon is compared against the results of a scenario in which no interest rate change occurs (“flat rate scenario”) to determine the level of interest rate risk at that time.

The projected impact of 100 basis-point incremental increases and decreases in interest rates on the Company’s consolidated net interest income over the 12 months beginning April 1, and January 1, 2002 is shown below:

                                         
(dollars in millions)   + 3%   +2%   +1%   Flat   -1%

April 1, 2002
                                       
Net Interest Income
  $ 1,295.2     $ 1,293.5     $ 1,291.1     $ 1,281.1     $ 1,260.3  
Difference from flat
  $ 14.1     $ 12.4     $ 10.0     $     $ (20.8 )
% variance
    1.1 %     1.0 %     0.8 %     %     (1.6 )%

January 1, 2002
                                       
Net Interest Income
  $ 850.5     $ 855.5     $ 859.0     $ 857.9     $ 855.4  
Difference from flat
  $ (7.4 )   $ (2.4 )   $ 1.1     $     $ (2.5 )
% variance
    (0.9 )%     0.3 %     0.1 %     %     (0.3 )%

The changes in the models are due to differences in interest rate environments which include the absolute level of interest rates, the shape of the yield curve and spreads between benchmark rates.

SIGNIFICANT ASSUMPTIONS UTILIZED AND INHERENT LIMITATIONS

The significant net interest income changes for each interest rate scenario presented above include assumptions based on accelerating or decelerating mortgage prepayments in declining or rising scenarios, respectively, and adjusting deposit levels and mix in the different interest rate scenarios. The magnitude of changes to both areas in turn are based upon analyses of customers’ behavior in differing rate environments. However, these analyses may differ from actual future customer behavior. For example, actual prepayments may differ from current assumptions as prepayments are affected by many variables which cannot be predicted with certainty (e.g. prepayments of mortgages may differ on fixed and adjustable loans depending upon current interest rates, expectations of future interest rates, availability of refinancing, economic benefit to borrower, financial viability of borrower, etc.).

As with any model for analyzing interest rate risk, certain limitations are inherent in the method of analysis presented above. For example, the actual impact on net interest income due to certain interest rate shocks may differ from those projections presented should market conditions vary from assumptions used in the analysis. Furthermore, the analysis does not consider the effects of a changed level of overall economic activity that could exist in certain interest rate environments. Moreover, the method of analysis used does not take into account the actions that management might take to respond to changes in interest rates because of inherent difficulties in determining the likelihood or impact of any such response.

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PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

Effective March 15, 2002, the registrant sold 29,684,249 newly issued shares of its Class A Common Stock, par value $0.01 per share, to its parent, BNP Paribas, in a Section 4(2) private placement. The registrant received $1.6 billion in cash for the stock, and used the proceeds as part of the consideration paid to acquire United California Bank.

Item 6. Exhibits and Reports on Form 8-K

Exhibits

     
        Exhibit 2.1   Agreement and Plan of Merger, among BancWest Corporation, BNP Paribas and Chauchat L.L.C. is incorporated by reference to Annex A to the Corporation’s Proxy Statement filed on Schedule 14A with the SEC on August 20, 2001.
 
        Exhibit 12   Statement regarding computation of ratios.
 
(b) Reports on Form 8-K   A Report on Form 8-K filed March 15, 2002 reported, under Item 2, the acquisition of all of the outstanding stock of United California Bank.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
  BANCWEST CORPORATION
                (Registrant)
 
 
Date May 14, 2002 By  /s/ Howard H. Karr
 
  Howard H. Karr
Executive Vice President and Chief Financial Officer
(principal financial officer)

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EXHIBIT INDEX

     
Exhibit    
Number   Description

 
2.1   Agreement and Plan of Merger, among BancWest Corporation, BNP Paribas and Chauchat L.L.C. is incorporated by reference to Annex A to the Corporation’s Proxy Statement filed on Schedule 14A with the SEC on August 20, 2001.
 
12   Statement regarding computation of ratios.