FIRST HAWAIIAN, INC. - Quarter Report: 2005 June (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
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) |
Registrants telephone number, including area code: (808) 525-7000
Securities registered pursuant to Section 12(b) of the Act:
None
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 No
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 No
Indicate by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes No P
Rule 12b-2 of the Exchange Act). Yes No P
As of August 9, 2005, the number of outstanding shares of each of the issuers classes of
common stock (all of which were beneficially owned by BNP Paribas) was:
common stock (all of which were beneficially owned by BNP Paribas) was:
Class | Outstanding | |
Class A Common Stock, $0.01 Par Value | 106,859,123 Shares |
BANCWEST CORPORATION AND SUBSIDIARIES
FORM 10-Q
June 30, 2005
June 30, 2005
INDEX
The information furnished in these interim statements reflects all adjustments that are, in
the opinion of management, necessary for a fair statement of the results for such periods. Such
adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The
results of operations in the interim statements are not necessarily indicative of the results
that may be expected for the full year. The interim financial information should be read in
conjunction with the Companys 2004 Annual Report on Form 10-K.
1
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART I. FINANCIAL INFORMATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
CONSOLIDATED FINANCIAL HIGHLIGHTS
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Earnings: |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||
Interest income |
$ | 593,156 | $ | 419,868 | $ | 1,151,384 | $ | 837,019 | ||||||||
Interest expense |
198,238 | 97,607 | 362,043 | 193,733 | ||||||||||||
Net interest income |
394,918 | 322,261 | 789,341 | 643,286 | ||||||||||||
Provision for loan and lease losses |
3,224 | 11,900 | 14,324 | 30,765 | ||||||||||||
Noninterest income |
133,209 | 110,021 | 256,005 | 211,492 | ||||||||||||
Noninterest expense |
283,585 | 232,224 | 575,677 | 451,138 | ||||||||||||
Income before income taxes |
241,318 | 188,158 | 455,345 | 372,875 | ||||||||||||
Provision for income taxes |
92,169 | 73,401 | 169,592 | 145,066 | ||||||||||||
Net income |
$ | 149,149 | $ | 114,757 | $ | 285,753 | $ | 227,809 | ||||||||
Balance Sheet Data Averages: |
||||||||||||||||
(Dollars in millions) |
||||||||||||||||
Average assets |
$ | 51,816 | $ | 39,343 | $ | 51,083 | $ | 38,840 | ||||||||
Average securities available for sale at cost |
8,898 | 6,005 | 8,623 | 5,920 | ||||||||||||
Average loans and leases (1) |
33,594 | 26,747 | 33,173 | 26,344 | ||||||||||||
Average deposits |
35,000 | 27,117 | 34,504 | 26,775 | ||||||||||||
Average long-term debt |
6,688 | 4,582 | 6,461 | 4,453 | ||||||||||||
Average stockholders equity |
5,907 | 4,416 | 5,854 | 4,371 | ||||||||||||
Balance Sheet Data At Period End: |
||||||||||||||||
(Dollars in millions) |
||||||||||||||||
Assets |
52,516 | 40,264 | 52,516 | 40,264 | ||||||||||||
Securities available for sale |
9,025 | 5,821 | 9,025 | 5,821 | ||||||||||||
Loans and leases (1) |
34,034 | 27,255 | 34,034 | 27,255 | ||||||||||||
Deposits |
34,623 | 27,976 | 34,623 | 27,976 | ||||||||||||
Long-term debt |
6,830 | 4,646 | 6,830 | 4,646 | ||||||||||||
Stockholders equity |
6,003 | 4,431 | 6,003 | 4,431 | ||||||||||||
Selected Financial Ratios For the Period Ended: |
||||||||||||||||
Return on average total assets (ROA) (2) |
1.15 | % | 1.17 | % | 1.13 | % | 1.18 | % | ||||||||
Return on average stockholders equity (ROE) (2) |
10.13 | 10.45 | 9.84 | 10.48 | ||||||||||||
Net interest margin (taxable-equivalent basis) (2) |
3.66 | 3.88 | 3.73 | 3.93 | ||||||||||||
Net loans and leases charged off to average loans and leases (2) |
0.15 | 0.19 | 0.17 | 0.20 | ||||||||||||
Efficiency ratio (3) |
53.70 | 53.72 | 55.07 | 52.78 | ||||||||||||
Average equity to average total assets |
11.40 | 11.22 | 11.46 | 11.25 | ||||||||||||
At Period End: |
||||||||||||||||
Allowance for loan and lease losses to total loans and leases |
1.25 | 1.46 | 1.25 | 1.46 | ||||||||||||
Nonperforming assets to total loans and leases and other
real estate owned and repossessed personal property |
0.42 | 0.52 | 0.42 | 0.52 | ||||||||||||
Allowance for loan and lease losses to nonaccruing loans and leases |
3.33 | x | 3.21 | x | 3.33 | x | 3.21 | x | ||||||||
Regulatory Capital Ratios: |
||||||||||||||||
Leverage Ratio (4): |
||||||||||||||||
Bank of the West |
9.26 | % | 9.56 | % | 9.26 | % | 9.56 | % | ||||||||
First Hawaiian Bank |
10.62 | 10.31 | 10.62 | 10.31 | ||||||||||||
Tier 1 capital (risk-based): |
||||||||||||||||
Bank of the West |
10.81 | 10.80 | 10.81 | 10.80 | ||||||||||||
First Hawaiian Bank |
13.62 | 13.32 | 13.62 | 13.32 | ||||||||||||
Total capital (risk-based): |
||||||||||||||||
Bank of the West |
12.41 | 12.96 | 12.41 | 12.96 | ||||||||||||
First Hawaiian Bank |
15.72 | 15.62 | 15.72 | 15.62 |
(1) | Includes loans held for sale. | |
(2) | Annualized. | |
(3) | The efficiency ratio is noninterest expense as a percentage of net interest income plus noninterest income. | |
(4) | The capital leverage ratios are based on quarterly averages. |
2
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters contained in this report 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 this report. 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 and geopolitical uncertainty; | |
(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 effects of current and pending legislation and regulations; | |
(8) | whether expected revenue enhancements and cost savings are realized within expected time frames; | |
(9) | 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; |
(10) | our reliance on third parties to provide certain critical services, including data processing; | |
(11) | 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; | |
(12) | technological changes; | |
(13) | other risks and uncertainties discussed in this document or detailed from time to time in other SEC filings that we make; and | |
(14) | managements ability to manage risks that result from these and other factors. |
Our forward-looking statements are based on managements 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.
The following discussion should be read in conjunction with the consolidated financial
statements and the related notes included elsewhere in this Form 10-Q.
3
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
BancWest Corporation (www.bancwestcorp.com) is a financial holding company with assets
of $52.5 billion. It is a wholly owned subsidiary of Paris-based BNP Paribas. The Company is
headquartered in Honolulu, Hawaii, with an administrative headquarters in San Francisco,
California. As of June 30, 2005, its principal subsidiaries were Bank of the West (BOW) (465 full
service retail branches and 13 limited service retail offices in Arizona, California, Colorado,
Idaho, Iowa, Minnesota, Nebraska, Nevada, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington, Wisconsin and Wyoming) and First Hawaiian Bank (FHB) (61 branches in Hawaii, Guam and
Saipan). In this report, BancWest Corporation and Subsidiaries is referred to as the Company,
we or our. BancWest Corporation alone is referred to as the Parent.
Acquisitions
Commercial Federal Corporation Acquisition
On June 13, 2005, BancWest announced that its Bank of the West subsidiary entered into a
definitive agreement to acquire Commercial Federal Corporation (CFC), the parent company of
Commercial Federal Bank. It is anticipated that the purchase transaction will close in the fourth
quarter of 2005, subject to regulatory approval. CFC and its branches will be integrated into Bank
of the Wests branch network system. The acquisition of CFC will
add three new states (Kansas, Missouri
and Oklahoma) to Bank of the Wests footprint, as well as to our market share in Arizona, Colorado,
Iowa and Nebraska. CFC operates 198 branches in seven states in the Midwest, Colorado and Arizona. At
March 31, 2005, CFC had total assets of $10.4 billion, total deposits of $6.5 billion and loans of
$7.8 billion. Following the acquisition, results of operations of CFC will be included in our
consolidated financial statements. The purchase price of approximately $1.36 billion will be paid
in cash and the acquisition will be accounted for as a purchase.
In connection with the acquisition, management is in the process of assessing and formulating
restructuring plans. These restructuring plans will target areas where there is a significant
amount of overlap between the two companies. This includes consolidating administrative and
support services including sales and marketing and to focus the Companys resources on activities
that will promote growth. We will be consolidating excess facilities and evaluating areas where we
will be able to take advantage of existing facilities. As management is still in the process of
developing the plans, estimates of associated exit costs and other restructuring costs yet to be
incurred have not been determined at this time.
Strategic Initiatives
The Company has continued to implement a series of initiatives that are designed to improve
customer service and expand our physical footprint through branch expansion and acquisitions. The
focus of the Company is to promote long-lasting customer service relationships through advanced
technology and implementing new training vehicles. The Company strives for a high touch
personalized marketing position, promoting brand recognition through marketing and community
outreach. The Company is expanding its line of financial services to its customers through
internal initiatives as well as acquisitions. This includes insurance services, where the company
continues to explore acquisitions of independent insurance agencies within the companys footprint.
Bank of the West currently operates 57 insurance agencies in eight states and is planning to
expand the insurance operations through acquisitions.
Bank of the Wests Commercial Banking Group is expanding geographically and has increased its
product offering for the Commercial Banking Division, the Agribusiness Banking Division and the
Real Estate Industries Division. The Commercial Banking Group will have two new offices in Denver,
Colorado and Minneapolis, Minnesota and is considering other states to take advantage of the new
footprint resulting from the merger with Community First Bankshares, Inc. (Community First).
Bank of the Wests Consumer Finance Group will continue its expansion plans for auto loan
products throughout the Midwest, including those states within BOWs new footprint resulting from
the 2004 merger with Community First Bank. Additional expansion of the auto loan products in
adjacent markets is also being considered.
First Hawaiian Banks focus is on its core markets of Hawaii, Guam and Saipan. Its primary
focus is on deepening relationships with existing customers. Objectives include emphasis on
effective client segmentation and cross-selling, largely through development and sale of segment
targeted packaged products and services.
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In addition, due to improving economic conditions in Hawaii, Guam and Saipan, First Hawaiian
Bank seeks to increase loan and deposit volumes by developing relationships with new customers.
Also, as part of the focus on our core markets, First Hawaiian Bank has nearly completed its
planned reduction in Media Finance and Corporate National credits.
First Hawaiian Bank is growing its commercial card business, offering sophisticated credit
card products to serve the needs of our business customers at both First Hawaiian Bank and Bank of
the West. Investments are being made in this business line to enhance customer service and improve
staff efficiencies. New initiatives planned for 2005 include a co-branded debit card in Guam, a
Web Cash Manager product for our business customers, expanded use of new computerized cross-selling
tools, and new real estate loan products to meet the needs of our customers.
First Hawaiian Bank has also made a series of organizational changes to place increased
emphasis on wealth management services such as private banking, financial and estate planning,
trust and investments, which are considered key sources of growth for the Banks future.
Responsibilities previously concentrated in the Banks Financial Management Group have been
realigned to improve delivery of these services. A Private Banking department has been created
within the Retail Banking Group to focus on private client relationship management, financial and
estate planning and business development.
Key among the elements of the Companys profitability has been the interest rate environment,
from both a deposit and loan pricing standpoint. As an industry, banks and other financial
intermediaries have seen net interest margins decline over the past year principally as a result of
the absolute level and shape of the yield curve. We manage the interest rate and market risks
inherent in our asset and liability balances, while ensuring ample liquidity and diverse funding.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are fundamental to understanding our financial position
and results of operations and are discussed in detail in Note 1 (Summary of Significant Accounting
Policies) to the Consolidated Financial Statements in our 2004 Annual Report on Form 10-K. Various
elements of our accounting policies, by their nature, are inherently subject to estimation
techniques, valuation assumptions and other subjective assessments. We have identified two
accounting estimates that we believe are critical due to the levels of subjectivity and judgment
necessary and because it is likely that materially different results would be reported if different
judgments, assumptions and estimates were used. These estimates relate to the allowance for loan
and lease losses and goodwill and are described in more detail in our 2004 Annual Report on Form
10-K in the Critical Accounting Estimates section of Managements Discussion and Analysis.
FINANCIAL OVERVIEW
Income Statement Analysis
Second quarter 2005 compared with second quarter 2004
The Company reported net income of $149.1 million, compared with $114.8 million, an increase
of 30.0%. The increase in the income statement categories and earning assets were due, in large
part to the acquisitions of Community First Bankshares and USDB Bancorp in November 2004. Net
interest income was $394.9 million, compared with $322.3 million. A significant portion of the
increase was due to growth in average earning assets, offset by a lower net interest margin for the
quarter. Average loans and leases increased by $6.8 billion and average securities available for
sale increased by $2.9 billion. The net interest margin decreased 22 basis points (1% equals 100
basis points) as a result of the effects of a flattening yield curve in which short-term rates have
risen more quickly than long-term rates. Noninterest income was $133.2 million compared with
$110.0 million, an increase of 21.1%, predominately due to the increases in service charges on
deposit accounts, other service charges and fees and vehicle and equipment operating lease income.
Noninterest expense was $283.6 million compared with $232.2 million, an increase of 22.1%,
predominately due to increases in salaries and wages, employee benefits, outside services,
occupancy, intangible amortization and equipment.
Six-month period 2005 compared with six-month period 2004
The Company reported net income of $285.8 million, compared with $227.8 million, an increase
of 25.4%. The increase in the income statement categories and earning assets were due, in large
part to the acquisitions of Community First Bankshares and USDB Bancorp in November 2004. Net
interest income was $789.3 million, compared with $643.3 million. A significant portion of the
increase was due to growth in average earning assets, offset by a lower net interest margin for the
period. Average loans and leases
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
increased by $6.8 billion, up 25.9%, primarily due to the two acquisitions and internal growth
and average securities available for sale increased by $2.7 billion. The net interest margin
decreased 20 basis points (1% equals 100 basis points) as a result of the effects of a flattening
yield curve in which short-term rates have risen more quickly than long-term rates. Noninterest
income was $256.0 million compared with $211.5 million, an increase of 21.0%, predominately due to
the increases in trust and investment services income, service charges on deposit accounts, other
service charges and fees and vehicle and equipment operating lease income. Noninterest expense was
$575.7 million compared with $451.1 million, an increase of 27.6%, predominately due to increases
in salaries and wages, employee benefits, occupancy, outside services, intangible amortization,
equipment, depreciation on vehicle and equipment operating leases, stationery and supplies and
restructuring and integration costs.
Balance Sheet Analysis
The Company had total assets of $52.5 billion at June 30, 2005, an increase of 4.9% from
December 31, 2004 and 30.4% from June 30, 2004. Securities available for sale totaled $9.0
billion, an increase of 13.5% from December 31, 2004 and 55.0% from June 30, 2004. Loans and
leases totaled $34.0 billion, up 3.9% from December 31, 2004 and 24.9% from a year ago. Deposits
were $34.6 billion, up 3.0% from December 31, 2004 and 23.8% from a year ago. The increases from
December 31, 2004 to June 30, 2005 were due internal growth. The increases over June 30, 2004 were
primarily due to the two acquisitions in the fourth quarter of 2004.
The Companys nonperforming assets were 0.42% of loans, leases and foreclosed properties at
June 30, 2005, 0.45% at December 31, 2004 and 0.52% at June 30, 2004. The allowance for loan and
lease losses totaled $423.3 million, a decrease of 3.0% from December 31, 2004 and an increase of
6.9% from June 30, 2004. The provision for loan and lease losses for the three and six months
ending June 30, 2005 was $3.2 million and $14.3 million, respectively, compared with $11.9 million
and $30.8 million for the same periods of 2004. The reduction was due to the improvement in the
credit quality of the loan and lease portfolio.
RESULTS OF OPERATIONS
Net Interest Income
Second quarter 2005 compared with second quarter 2004
Net interest income increased to $394.9 million from $322.3 million.
The increase in net interest income was primarily the result of a $10.1 billion, or 30.2%
increase in average earning assets. The increase in our average earning assets was the result of
increases in loans and leases and securities available for sale as a result of our acquisitions of
Community First and USDB Bancorp (USDB) in the fourth quarter of 2004, purchases of loans and
securities and internal growth.
Six-month period 2005 compared with six-month period 2004
Net interest income increased to $789.3 million as compared with $643.3 million.
The increase in net interest income was primarily the result of a $9.9 billion, or 30.1%,
increase in average earning assets. The increase in our average earning assets was the result of
increases in loans and leases and securities available for sale as a result of our acquisitions of
Community First and USDB in the fourth quarter of 2004, purchases of loans and securities and
internal growth.
Net Interest Margin
Second quarter 2005 compared with second quarter 2004
The net interest margin decreased by 22 basis points due primarily to short-term interest
rates increasing faster than long-term interest rates. Our yield on earning assets increased by 42
basis points to 5.48% from 5.06%, while our rates paid on sources of funds increased by 79 basis
points to 2.30% from 1.51%. The impact of our noninterest-bearing sources increased 15 basis points
to 0.48% from 0.33%.
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Six-month period 2005 compared with six-month period 2004
The net interest margin decreased by 20 basis points due primarily to short-term interest
rates increasing faster than long-term interest rates. Our yield on earning assets increased by 32
basis points to 5.43% from 5.11%, while our rates paid on sources of funds increased by 62 basis
points to 2.14% from 1.52%. The impact of our noninterest-bearing sources increased 10 basis points
to 0.44% from 0.34%.
Average Earning Assets
Second quarter 2005 compared with second quarter 2004
The increase in average earning assets was predominately due to increases in the average loan
and lease portfolio and higher average securities available for sale. The $6.8 billion, or 25.6%,
increase in average total loans and leases was predominately due to increases in consumer lending,
commercial and commercial real estate lending, purchased residential mortgages and loans and leases
acquired from Community First and USDB. Consumer, commercial and commercial real estate loans grew
due to the strength in the consumer and business banking markets, relatively low interest rates and
the two acquisitions. Average total securities available for sale were $8.9 billion, up $2.9
billion, or 48.2%, due to the two acquisitions and purchases of securities.
Six-month period 2005 compared with six-month period 2004
The increase in average earning assets was predominately due to increases in the average loan
and lease portfolio and higher average securities available for sale. The $6.8 billion, or 25.9%,
increase in average total loans and leases was predominately due to increases in consumer lending,
commercial and commercial real estate lending, purchased residential mortgages and loans and leases
acquired from Community First and USDB. Consumer, commercial and commercial real estate loans grew
due to the strength in most of the Companys markets, relatively low interest rates and the two
acquisitions. Average total securities available for sale were $8.6 billion, up $2.7 billion, or
45.7%, due to the two acquisitions and purchases of securities.
Average Loans and Leases
Second quarter 2005 compared with second quarter 2004
The increase in loans and leases was primarily due to loans and leases acquired from Community
First and USDB and internal growth. Average consumer loans increased $1.4 billion, or 17.0%,
primarily due to growth in financing for autos, recreational vehicles and pleasure boats, while
loan purchases increased the average residential mortgage portfolio. Average residential real
estate loans increased by $2.0 billion, or 39.2%, average commercial real estate increased by $1.6
billion, or 37.2%, and average commercial loans increased $1.6 billion, or 30.8%.
Six-month period 2005 compared with six-month period 2004
The increase in loans and leases was primarily due to loans and leases acquired from Community
First and USDB and internal growth. Average consumer loans increased $1.5 billion, or 19.8%,
primarily due to growth in financing for autos, recreational vehicles and pleasure boats, while
loan purchases increased the average residential mortgage portfolio. Average residential real
estate loans increased by $1.8 billion, or 35.1%, average commercial real estate increased by $1.7
billion, or 39.4%, and commercial loans increased $1.6 billion, or 31.0%.
Average Interest-Bearing Deposits and Liabilities
Second quarter 2005 compared with second quarter 2004
The $8.7 billion, or 33.4%, increase in average interest-bearing deposits and liabilities was
predominately due to interest-bearing deposits and liabilities acquired from Community First and
USDB, growth in our customer deposit base and increases in average long-term debt and short-term
borrowings. Average deposits increased significantly within regular savings, time deposits and
foreign deposit portfolios. Borrowings from the Federal Home Loan Bank and repurchase agreements,
including the $590 million repurchase agreement with BNP Paribas related to the two acquisitions,
increased average long-term debt. The increase in short-term borrowings was largely due to
increases in short-term advances from the Federal Home Loan Bank and a short-term borrowing from
BNP Paribas,
7
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
which was issued to finance the acquisitions of Community First and USDB and paid off in April
2005 with the proceeds from the above mentioned $590 million repurchase agreement.
Six-month period 2005 compared with six-month period 2004
The $8.4 billion, or 32.9%, increase in average interest-bearing deposits and liabilities was
due to interest-bearing deposits and liabilities acquired from Community First and USDB, growth in
our customer deposit base and increases in average long-term debt and short-term borrowings.
Average deposits increased significantly within regular savings, time deposits and foreign deposit
portfolios. The increase in long-term debt was predominately due to an increase in borrowings from
the Federal Home Loan Bank and the $590 million repurchase agreement with BNP Paribas related to
the two acquisitions. The increase in short-term borrowings was primarily due to the increase in
short-term advances from the Federal Home Loan Bank and a short-term borrowing with BNP Paribas,
which was issued the to finance acquisitions of Community First and USDB and paid off in April 2005
with the proceeds from the above mentioned $590 million repurchase agreement.
8
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Table 1: Average Balances, Interest Income and Expense, and Yields and Rates
(Taxable-Equivalent Basis)
The following table presents consolidated average balances, an analysis of interest
income/expense and yield/rate for each major category of earning assets and interest-bearing
deposits and liabilities for the periods indicated. The taxable-equivalent adjustment is made for
items exempt from Federal income taxes (assuming a 35% tax rate for June 30, 2005 and 2004) to make
them comparable with taxable items before any income taxes are applied.
Three Months Ended June 30, | ||||||||||||||||||||||||
2005 | 2004 | |||||||||||||||||||||||
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: |
||||||||||||||||||||||||
Domestic |
$ | 5,172 | $ | 21 | 1.63 | % | $ | 5,975 | $ | 14 | 0.94 | % | ||||||||||||
Foreign |
336,239 | 2,497 | 2.98 | 235,557 | 657 | 1.12 | ||||||||||||||||||
Total interest-bearing deposits in other banks |
341,411 | 2,518 | 2.96 | 241,532 | 671 | 1.12 | ||||||||||||||||||
Federal funds sold and securities purchased under
agreements to resell |
408,782 | 3,035 | 2.98 | 222,312 | 577 | 1.04 | ||||||||||||||||||
Trading assets |
5,032 | 17 | 1.36 | 7,727 | 14 | 0.73 | ||||||||||||||||||
Securities available for sale (2): |
||||||||||||||||||||||||
Taxable |
8,843,371 | 81,136 | 3.68 | 5,997,423 | 50,885 | 3.41 | ||||||||||||||||||
Exempt from Federal income taxes |
54,610 | 727 | 5.34 | 7,501 | 135 | 7.24 | ||||||||||||||||||
Total securities available for sale |
8,897,981 | 81,863 | 3.69 | 6,004,924 | 51,020 | 3.42 | ||||||||||||||||||
Loans and leases (3)(4): |
||||||||||||||||||||||||
Domestic |
33,203,743 | 498,291 | 6.02 | 26,392,660 | 360,370 | 5.49 | ||||||||||||||||||
Foreign |
390,084 | 6,354 | 6.53 | 354,337 | 5,790 | 6.57 | ||||||||||||||||||
Total loans and leases |
33,593,827 | 504,645 | 6.03 | 26,746,997 | 366,160 | 5.51 | ||||||||||||||||||
Other interest earning assets |
226,621 | 2,386 | 4.22 | 158,218 | 1,646 | 4.18 | ||||||||||||||||||
Total earning assets |
43,473,654 | 594,464 | 5.48 | 33,381,710 | 420,088 | 5.06 | ||||||||||||||||||
Noninterest-bearing assets: |
||||||||||||||||||||||||
Cash and due from banks |
1,808,272 | 1,441,906 | ||||||||||||||||||||||
Premises and equipment |
682,237 | 526,005 | ||||||||||||||||||||||
Other intangibles |
249,990 | 178,559 | ||||||||||||||||||||||
Goodwill |
4,315,324 | 3,228,832 | ||||||||||||||||||||||
Other assets |
1,286,940 | 586,480 | ||||||||||||||||||||||
Total noninterest-bearing assets |
8,342,763 | 5,961,782 | ||||||||||||||||||||||
Total assets |
$ | 51,816,417 | $ | 39,343,492 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-bearing deposits and liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Interest-bearing demand |
$ | 353,790 | $ | 398 | 0.45 | % | $ | 302,737 | $ | 69 | 0.09 | % | ||||||||||||
Savings |
12,544,066 | 27,297 | 0.87 | 11,035,985 | 15,724 | 0.57 | ||||||||||||||||||
Time |
10,393,075 | 66,713 | 2.57 | 6,718,142 | 25,141 | 1.51 | ||||||||||||||||||
Foreign |
1,488,887 | 8,907 | 2.40 | 1,114,692 | 2,655 | 0.96 | ||||||||||||||||||
Total interest-bearing deposits |
24,779,818 | 103,315 | 1.67 | 19,171,556 | 43,589 | 0.91 | ||||||||||||||||||
Short-term borrowings |
3,129,366 | 22,645 | 2.90 | 2,187,174 | 5,566 | 1.02 | ||||||||||||||||||
Long-term debt |
6,687,876 | 72,278 | 4.33 | 4,582,180 | 48,452 | 4.25 | ||||||||||||||||||
Total interest-bearing deposits and liabilities |
34,597,060 | 198,238 | 2.30 | 25,940,910 | 97,607 | 1.51 | ||||||||||||||||||
Interest rate spread |
3.18 | % | 3.55 | % | ||||||||||||||||||||
Noninterest-bearing deposits |
10,219,718 | 7,945,430 | ||||||||||||||||||||||
Other liabilities |
1,092,795 | 1,041,611 | ||||||||||||||||||||||
Total liabilities |
45,909,573 | 34,927,951 | ||||||||||||||||||||||
Stockholders equity |
5,906,844 | 4,415,541 | ||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 51,816,417 | $ | 39,343,492 | ||||||||||||||||||||
Impact of noninterest-bearing sources |
0.48 | % | 0.33 | % | ||||||||||||||||||||
Net interest income and margin on total earning assets |
396,226 | 3.66 | 322,481 | 3.88 | % | |||||||||||||||||||
Tax equivalent adjustment |
1,308 | 220 | ||||||||||||||||||||||
Net interest income |
$ | 394,918 | $ | 322,261 | ||||||||||||||||||||
(1) | Annualized. | |
(2) | Average debt securities available for sale were computed based on amortized costs, excluding the effects of SFAS No. 115 adjustments. | |
(3) | Nonaccruing loans and leases, and loans held for sale have been included in the computations of average loan and lease balances. | |
(4) | Interest income for loans and leases included loan fees of $8.4 million and $11.0 million for the three months ended June 30, 2005 and 2004, respectively. |
9
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Six Months Ended June 30, | ||||||||||||||||||||||||
2005 | 2004 | |||||||||||||||||||||||
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: |
||||||||||||||||||||||||
Domestic |
$ | 5,511 | $ | 36 | 1.32 | % | $ | 6,585 | $ | 23 | 0.70 | % | ||||||||||||
Foreign |
340,857 | 4,835 | 2.86 | 265,718 | 1,463 | 1.11 | ||||||||||||||||||
Total interest-bearing deposits in other banks |
346,368 | 4,871 | 2.84 | 272,303 | 1,486 | 1.10 | ||||||||||||||||||
Federal funds sold and securities purchased under
agreements to resell |
469,504 | 6,253 | 2.69 | 228,103 | 1,179 | 1.04 | ||||||||||||||||||
Trading assets |
4,974 | 31 | 1.26 | 11,373 | 28 | 0.50 | ||||||||||||||||||
Securities available for sale (2): |
||||||||||||||||||||||||
Taxable |
8,568,060 | 155,736 | 3.67 | 5,912,375 | 101,307 | 3.45 | ||||||||||||||||||
Exempt from Federal income taxes |
54,623 | 1,453 | 5.36 | 7,464 | 269 | 7.25 | ||||||||||||||||||
Total securities available for sale |
8,622,683 | 157,189 | 3.68 | 5,919,839 | 101,576 | 3.45 | ||||||||||||||||||
Loans and leases (3)(4): |
||||||||||||||||||||||||
Domestic |
32,791,996 | 968,743 | 5.96 | 25,993,269 | 718,557 | 5.56 | ||||||||||||||||||
Foreign |
381,262 | 12,652 | 6.69 | 351,041 | 11,576 | 6.63 | ||||||||||||||||||
Total loans and leases |
33,173,258 | 981,395 | 5.97 | 26,344,310 | 730,133 | 5.57 | ||||||||||||||||||
Other interest earning assets |
220,417 | 4,218 | 3.86 | 157,218 | 3,095 | 3.96 | ||||||||||||||||||
Total earning assets |
42,837,204 | 1,153,957 | 5.43 | 32,933,146 | 837,497 | 5.11 | ||||||||||||||||||
Noninterest-bearing assets: |
||||||||||||||||||||||||
Cash and due from banks |
1,765,764 | 1,408,127 | ||||||||||||||||||||||
Premises and equipment |
683,304 | 527,799 | ||||||||||||||||||||||
Other intangibles |
256,834 | 181,459 | ||||||||||||||||||||||
Goodwill |
4,315,451 | 3,228,589 | ||||||||||||||||||||||
Other assets |
1,224,091 | 560,862 | ||||||||||||||||||||||
Total noninterest-bearing assets |
8,245,444 | 5,906,836 | ||||||||||||||||||||||
Total assets |
$ | 51,082,648 | $ | 38,839,982 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-bearing deposits and liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Interest-bearing demand |
$ | 361,599 | $ | 882 | 0.49 | % | $ | 308,384 | $ | 138 | 0.09 | % | ||||||||||||
Savings |
12,682,345 | 49,586 | 0.79 | 10,928,278 | 31,465 | 0.58 | ||||||||||||||||||
Time |
9,895,364 | 117,955 | 2.40 | 6,717,683 | 50,623 | 1.52 | ||||||||||||||||||
Foreign |
1,463,624 | 15,833 | 2.18 | 1,055,886 | 4,799 | 0.91 | ||||||||||||||||||
Total interest-bearing deposits |
24,402,932 | 184,256 | 1.52 | 19,010,231 | 87,025 | 0.92 | ||||||||||||||||||
Short-term borrowings |
3,189,293 | 42,371 | 2.68 | 2,158,874 | 10,979 | 1.02 | ||||||||||||||||||
Long-term debt |
6,460,665 | 135,416 | 4.23 | 4,452,738 | 95,729 | 4.32 | ||||||||||||||||||
Total interest-bearing deposits and liabilities |
34,052,890 | 362,043 | 2.14 | 25,621,843 | 193,733 | 1.52 | ||||||||||||||||||
Interest rate spread |
3.29 | % | 3.59 | % | ||||||||||||||||||||
Noninterest-bearing deposits |
10,101,461 | 7,764,441 | ||||||||||||||||||||||
Other liabilities |
1,074,747 | 1,082,464 | ||||||||||||||||||||||
Total liabilities |
45,229,098 | 34,468,748 | ||||||||||||||||||||||
Stockholders equity |
5,853,550 | 4,371,234 | ||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 51,082,648 | $ | 38,839,982 | ||||||||||||||||||||
Impact of noninterest-bearing sources |
0.44 | % | 0.34 | % | ||||||||||||||||||||
Net interest income and margin on total earning assets |
791,914 | 3.73 | % | 643,764 | 3.93 | % | ||||||||||||||||||
Tax equivalent adjustment |
2,573 | 478 | ||||||||||||||||||||||
Net interest income |
$ | 789,341 | $ | 643,286 | ||||||||||||||||||||
(1) | Annualized. | |
(2) | Average debt securities available for sale were computed based on amortized costs, excluding the effects of SFAS No. 115 adjustments. | |
(3) | Nonaccruing loans and leases, and loans held for sale have been included in the computations of average loan and lease balances. | |
(4) | Interest income for loans and leases included loan fees of $15.4 million and $21.5 million for the six months ended June 30, 2005 and 2004, respectively. |
10
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Noninterest Income
Three Months Ended June 30, | Change | |||||||||||||||
2005 | 2004 | $ | % | |||||||||||||
(Dollars in thousands) |
||||||||||||||||
Service charges on deposit accounts |
$ | 48,067 | $ | 40,525 | $ | 7,542 | 18.6 | % | ||||||||
Trust and investment services income |
11,775 | 10,054 | 1,721 | 17.1 | ||||||||||||
Other service charges and fees |
48,218 | 36,872 | 11,346 | 30.8 | ||||||||||||
Net gains (losses) on sales of securities
available for sale |
(3 | ) | 691 | (694 | ) | | ||||||||||
Vehicle and equipment operating lease income |
5,573 | 4,215 | 1,358 | 32.2 | ||||||||||||
Other |
19,579 | 17,664 | 1,915 | 10.8 | ||||||||||||
Total noninterest income |
$ | 133,209 | $ | 110,021 | $ | 23,188 | 21.1 | % | ||||||||
Six Months Ended June 30, | Change | |||||||||||||||
2005 | 2004 | $ | % | |||||||||||||
(Dollars in thousands) |
||||||||||||||||
Service charges on deposit accounts |
$ | 91,653 | $ | 81,354 | $ | 10,299 | 12.7 | % | ||||||||
Trust and investment services income |
24,839 | 20,356 | 4,483 | 22.0 | ||||||||||||
Other service charges and fees |
94,249 | 74,045 | 20,204 | 27.3 | ||||||||||||
Net gains on sales of securities available for sale |
415 | 1,058 | (643 | ) | (60.8 | ) | ||||||||||
Vehicle and equipment operating lease income |
11,353 | 5,069 | 6,284 | 124.0 | ||||||||||||
Other |
33,496 | 29,610 | 3,886 | 13.1 | ||||||||||||
Total noninterest income |
$ | 256,005 | $ | 211,492 | $ | 44,513 | 21.0 | % | ||||||||
Second quarter 2005 compared with second quarter 2004
The increase in service charges on deposit accounts was predominately due to additional
personal checking accounts acquired from Community First and USDB.
The increase in other service charges and fees was primarily due to increases in insurance
revenue and debit card fees as a result of our acquisition of Community First and USDB and to
increases in fees from merchant credit card transactions.
The increase in vehicle and equipment operating lease income was due to accounting for auto
leases originated from February through July 2004 as operating leases rather than direct finance
leases.
Six-month period 2005 compared with six-month period 2004
The increase in service charges on deposit accounts was predominately due to additional
personal checking accounts acquired from Community First and USDB.
The increase in trust and investment service income was predominately due to additional fees
from trust accounts acquired from the acquisition of Community First and higher income from new
business.
The increase in other service charges and fees was primarily due to increases in insurance
revenue and debit card fees as a result of our acquisition of Community First and USDB and to
increases in fees from merchant credit card transactions.
The increase in vehicle and equipment operating lease income was due to accounting for auto
leases originated from February through July 2004 as operating leases rather than direct finance
leases.
11
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Noninterest Expense
Three Months Ended June 30 | Change | |||||||||||||||
2005 | 2004 | $ | % | |||||||||||||
(Dollars in thousands) |
||||||||||||||||
Personnel: |
||||||||||||||||
Salaries and wages |
$ | 105,538 | $ | 83,433 | $ | 22,105 | 26.5 | % | ||||||||
Employee benefits |
42,005 | 34,609 | 7,396 | 21.4 | ||||||||||||
Total personnel expense |
147,543 | 118,042 | 29,501 | 25.0 | ||||||||||||
Occupancy |
28,373 | 21,790 | 6,583 | 30.2 | ||||||||||||
Outside services |
26,637 | 21,036 | 5,601 | 26.6 | ||||||||||||
Intangible amortization |
9,982 | 5,764 | 4,218 | 73.2 | ||||||||||||
Equipment |
15,177 | 12,008 | 3,169 | 26.4 | ||||||||||||
Depreciation vehicle and equipment operating leases |
4,828 | 4,218 | 610 | 14.5 | ||||||||||||
Restructuring and integration costs |
| 2,754 | (2,754 | ) | (100.0 | ) | ||||||||||
Stationery and supplies |
7,542 | 6,154 | 1,388 | 22.6 | ||||||||||||
Advertising and promotions |
7,672 | 6,452 | 1,220 | 18.9 | ||||||||||||
Other |
35,831 | 34,006 | 1,825 | 5.4 | ||||||||||||
Total noninterest expense |
$ | 283,585 | $ | 232,224 | $ | 51,361 | 22.1 | % | ||||||||
Six Months Ended June 30, | Change | |||||||||||||||
2005 | 2004 | $ | % | |||||||||||||
(Dollars in thousands) |
||||||||||||||||
Personnel: |
||||||||||||||||
Salaries and wages |
$ | 210,477 | $ | 166,888 | $ | 43,589 | 26.1 | % | ||||||||
Employee benefits |
90,356 | 70,846 | 19,510 | 27.5 | ||||||||||||
Total personnel expense |
300,833 | 237,734 | 63,099 | 26.5 | ||||||||||||
Occupancy |
56,765 | 43,405 | 13,360 | 30.8 | ||||||||||||
Outside services |
51,079 | 41,513 | 9,566 | 23.0 | ||||||||||||
Intangible amortization |
19,962 | 11,527 | 8,435 | 73.2 | ||||||||||||
Equipment |
29,674 | 23,455 | 6,219 | 26.5 | ||||||||||||
Depreciation vehicle and equipment operating leases |
9,849 | 4,904 | 4,945 | 100.8 | ||||||||||||
Restructuring and integration costs |
5,350 | 2,754 | 2,596 | 94.3 | ||||||||||||
Stationery and supplies |
16,013 | 12,318 | 3,695 | 30.0 | ||||||||||||
Advertising and promotions |
14,820 | 12,779 | 2,041 | 16.0 | ||||||||||||
Other |
71,332 | 60,749 | 10,583 | 17.4 | ||||||||||||
Total noninterest expense |
$ | 575,677 | $ | 451,138 | $ | 124,539 | 27.6 | % | ||||||||
Second quarter 2005 compared with second quarter 2004
The increase in salaries and wages and employee benefits expense was predominately due to a
higher full-time equivalent employee count as a result of the acquisitions of Community First and
USDB in November 2004.
The increase in occupancy expense was primarily due to the acquisitions of Community First and
USDB.
The increase in outside services was primarily due to increased item processing, debit card
processing, property appraisals and environmental studies. These increases were primarily due to
the increase in the debit card customer base and loan volume due to the acquisition of Community
First.
The increase in amortization of intangible assets was due to the amortization of core deposit
and other intangibles resulting from the Community First and USDB acquisitions.
The increase in equipment expense was primarily due to the acquisitions of Community First and
USDB.
12
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The restructuring and integration costs recorded for the three months ended June 30, 2004 were
related to the acquisition of Community First. No such integration costs were recorded for the
acquisitions of Community First or USDB for the three months ended June 30, 2005.
Six-month period 2005 compared with six-month period 2004
The increase in salaries and wages and employee benefits expense was predominately due to a
higher full-time equivalent employee count as a result of the acquisitions of Community First and
USDB in November 2004.
The increase in occupancy expense was primarily due to the acquisitions of Community First and
USDB.
The increase in outside services was primarily due to increased contracted services, item and
debit card processing, property appraisals and environmental studies. These increases were
primarily due to the increase in the debit card customer base and loan volume due to the
acquisition of Community First.
The increase in amortization of intangible assets was due to the amortization of core deposit
and other intangibles resulting from the Community First and USDB acquisitions.
The increase in equipment expense was primarily due to the acquisitions of Community First and
USDB.
The increase in depreciation on vehicle and equipment operating leases was the result of
accounting for auto leases originated from February through July 2004 as operating leases rather
than direct financing leases.
The increase in restructuring and integration costs was related to the acquisitions of
Community First and USDB.
The increase in Other was primarily due to data communications, travel and entertainment and
a reserve for the exposure for merchant services related to an airline that filed for Chapter 11
reorganization in December 2004.
INCOME TAXES
Our effective income tax rates (exclusive of the tax equivalent adjustment) for the quarters
ended June 30, 2005 and 2004 were 38.2% and 39.0%, respectively, and 37.2% and 38.9% for the first
six months of 2005 and 2004, respectively. The decrease in the effective tax rate for the first
six months of 2005 was predominantly due to the reversal of $9.9 million in reserves for Unitary
State Tax liabilities, partly offset by an increase of $5.6 million in tax reserves for foreign
leveraged leases. The $9.9 million Unitary State Tax amount was comprised of $6.4 million
pertaining to the tax year 2002 and $3.5 million pertaining to the tax year 2003.
Lease-in/lease-out (LILO) transactions have recently been subject to review on a nationwide
basis by the Internal Revenue Service (IRS) to determine whether the tax deductions connected with
such transactions are allowable for U.S. federal income tax purposes. The Company has entered into
several LILO transactions, which have been the subject of an audit by the IRS. In April 2004, the
Company received a Revenue Agents Report (RAR) which disallowed all deductions associated with the
LILO transactions. In order to avoid potential future interest and penalties, the Company has
paid, under protest, the amounts claimed by the IRS and other tax authorities in the RAR. The
Company continues to believe that it properly reported its LILO transactions, has contested the
results of the IRSs audit and is in discussions with the IRS related to those results. Recently
the IRS has identified certain sale-leaseback transactions as listed transactions and is in the
process of reviewing them to determine whether the deductions are allowable for tax purposes. The
Company has entered into several such sale-leaseback transactions, which are currently being
audited by the IRS. At the present time, the Company cannot predict the outcome of these issues.
OPERATING SEGMENTS
Our reportable segments are the operating segments that we use in our internal reporting at
Bank of the West and First Hawaiian Bank. Bank of the Wests segments operate primarily in
Arizona, California, Colorado, Idaho, Iowa, Minnesota, Nebraska, Nevada, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington, Wisconsin and Wyoming. Certain Bank of the West segments
conduct business nationwide. Although First Hawaiian Banks segments operate primarily in Hawaii,
it also has significant operations outside the state, such as leveraged leases, international
banking and branches in Guam and Saipan. It also has significant operations extending to California
through its automobile dealer flooring and financing activities.
13
Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Bank of the West
Regional Banking
Second quarter 2005 compared with second quarter 2004
The Regional Banking Segments net income increased $25.0 million, or 71.2% from $35.1 million
to $60.1 million. Net interest income increased $60.9 million, or 50.0% from last year. The
increase is primarily related to the acquisitions of Community First and USDB in the fourth quarter
of 2004. Noninterest income increased $19.7 million, or 44.2%. The increase is primarily due to
the acquisitions, which includes the added insurance agency business, investment services fees and
increased debit card interchange revenue. Noninterest expense increased $52.8 million, or 49.3%.
The increase is primarily due to the acquisitions, which includes the insurance agency business,
compensation expenses, direct occupancy costs from the acquired branch network and increased debit
card processing from the larger debit card customer base.
Average loans and leases increased $4.2 billion, or 70.3%. The increase is primarily due to
the acquisitions and continued purchases of residential loans during the quarter.
Average deposits increased $5.3 billion, or 36.2%. The increase is primarily due to the
Community First acquisition in 2004.
Six-month period 2005 as compared with six-month period 2004
The Regional Banking Segments net income increased $34.3 million, or 48.7% from $70.5 million
to $104.8 million. Net interest income increased $114.0 million, or 46.5% from last year. The
increase is primarily related to the acquisitions of Community First and USDB in the fourth quarter
of 2004. Noninterest income increased $34.4 million, or 39.0%. The increase is primarily due to
the acquisitions, which includes the added insurance agency business, investment services fees and
increased debit card interchange revenue. Noninterest expense increased $106.9 million, or 49.7%.
The increase is primarily due to the acquisitions, which includes the insurance agency business,
compensation expenses, direct occupancy costs from the acquired branch network and increased debit
card processing from the larger debit card customer base.
Average loans and leases increased $4.1 billion, or 69.3%. The increase is primarily due to
the acquisitions and purchases of residential loans in 2005.
Average deposits increased $5.5 billion, or 37.6%. The increase is primarily due to the
Community First acquisition in 2004.
Commercial Banking
Second quarter 2005 compared with second quarter 2004
The Commercial Banking Segments net income increased to $51.8 million, up $14.3 million, or
38.1%, from $37.5 million. Net interest income increased $9.2 million, or 11.6%. The increase in
net interest income is primarily related to an increase in loans and leases and deposit balances,
offset by a decrease in margins. Noninterest income increased $5.2 million, or 31.1%. The
increase in noninterest income is primarily related to increased trust fees due to accounts
acquired from the acquisitions in the fourth quarter of 2004 and gains on sale of other real estate
owned, primarily offset by a decrease in asset management fees. Noninterest expense increased $3.1
million, or 9.1%. The increase is primarily due to higher salaries and wages and employee
healthcare benefits as a result of the increased full-time equivalent employees from the
acquisitions. Provision for loan and lease losses decreased $9.8 million in 2005, primarily
related to large recoveries.
Average loans and leases increased 20.0% to $9.1 billion. The increase was primarily due to
increases in commercial, SBA and construction loans from internal growth and the acquisitions.
Average deposits increased 37.5% to $4.8 billion. The growth in deposits was largely from an
increase in short-term negotiable CDs.
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Six-month period 2005 as compared with six-month period 2004
The Commercial Banking Segments net income increased to $92.8 million, up $17.3 million, or
22.9%, from $75.5 million. Net interest income increased $13.6 million, or 8.7%. The increase in
net interest income is primarily related to an increase in loans and leases and deposit balances,
offset by a decrease in margins. Noninterest income increased $5.6 million, or 16.2%. The increase
in noninterest income is primarily related to increased trust fees due to accounts acquired from
the acquisitions in the fourth quarter of 2004 and gains on sale of other real estate owned,
partially offset by a decrease in asset management fees. Noninterest expense increased $5.9
million, or 8.9%. The increase is primarily due to higher salaries and wages and employee
healthcare benefits as a result of the increased full-time equivalent employees from the
acquisitions. Provision for loan and lease losses decreased $10.4 million in 2005, primarily
related to large recoveries.
Average loans and leases increased 19.8% to $8.9 billion. The increase was primarily due to
increases in commercial, SBA and construction loans from internal growth and the acquisitions.
Average deposits increased 26.1% to $4.3 billion. The growth in deposits was largely from an
increase in short-term negotiable CDs.
Consumer Finance
Second quarter 2005 compared with second quarter 2004
The Consumer Finance Segments net income increased $1.5 million, 8.3% to $19.5 million
compared to $18.0 million for the same period in 2004. Net interest income was $55.9 million,
compared to $51.2 million in 2004, an increase of 9.2%. Noninterest income increased $1.0 million,
or 15.4% to $7.5 million. Noninterest expense increased $1.4 million to $22.8 million in 2005.
The increase is primarily due to higher employee healthcare benefits and a decrease in deferred
loan origination costs.
Average assets as of June 30, 2005 were $9.1 billion compared to $8.4 billion at June 30,
2004, an increase of $0.7 billion, or 7.8%. This increase is due to indirect loan production and
the addition of assets from the acquisition of Community First in the fourth quarter of 2004.
Six-month period 2005 as compared with six-month period 2004
The Consumer Finance Segments net income increased $9.0 million, 27.9% to $41.3 million
compared to $32.3 million for the same period in 2004. Net interest income was $112.0 million,
compared to $104.2 million in 2004, an increase of 7.5%. Noninterest income increased $5.8 million,
or 63.0% to $15.0 million. The increase is partially due to accounting for auto leases originated
from February through July 2004 as operating leases rather than direct finance leases. This
increase was partially offset by lower gains on sales of loans through our Essex subsidiary. In
February 2004 Essex began retaining certain types of loans in its own portfolio. Noninterest
expense increased $6.5 million to $44.9 million in 2005. The increase is primarily due to higher
depreciation on vehicle and equipment operating leases as a result of accounting for the above
mentioned auto leases as operating leases, higher employee healthcare benefits and a decrease in
deferred loan origination costs. The provision for loan and lease losses decreased $8.6 million
from $21.8 million to $13.2 million, due to an improvement in credit quality.
Average assets as of June 30, 2005 were $9.2 billion compared to $8.3 billion at June 30,
2004, an increase of 11.8%. This increase is due to indirect loan production and the addition of
assets from the acquisition of Community First in the fourth quarter of 2004.
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BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
First Hawaiian Bank
Retail Banking
Second quarter 2005 compared with second quarter 2004
The Retail Banking Segments net income increased to $25.3 million, up $8.0 million, or 46.2%.
Net interest income increased $12.9 million, or 22.0%, primarily due to higher balances in earning
assets. Noninterest income decreased $0.3 million, or 2.0%. Noninterest expense decreased $0.9
million, or 2.0%. The provision for loan and lease losses decreased $0.1 million, or 9.1%.
Average assets increased 12.4% to $4.1 billion, primarily due to increases in loans of $444
million. The increase in loans was primarily in residential and commercial real estate. Average
deposits increased 11.3% to $7.8 billion, primarily due to an increase in savings and time
deposits.
Six-month period 2005 as compared with six-month period 2004
The Retail Banking Segments net income increased to $49.7 million, up $15.7 million, or
46.2%. Net interest income increased $24.7 million, or 21.4%, primarily due to higher earning
asset balances. Noninterest income decreased $0.8 million, or 2.7%. The provision for credit
losses decreased $1.6 million, or 66.7%. The decrease in the provision for loan and lease losses
was a result of improved credit quality, which has led to a decrease in nonperforming assets and
lower charge offs.
Average assets increased 12.9% to $4.1 billion, primarily due to increases in loans of $457
million. The increase in loans was primarily in residential and commercial real estate due to the
improved economy and favorable interest rates. Average deposits increased 11.3% to $7.7 billion,
primarily due to an increase in savings and time deposits.
Consumer Finance
Second quarter 2005 compared with second quarter 2004
Average assets increased 2.2% to $1.6 billion, partly due to increases in consumer and dealer
flooring loans.
Consumer Finances net income decreased to $8.4 million, down $0.5 million, or 5.6%. The
decrease was primarily due to a modest operating cost increase and an increase in the allocation of
the provision for credit losses. Net interest income of $19.8 million was relatively flat compared
to the same period in the prior year with a decrease of $0.2 million, or 1.0%. Noninterest income
increased $0.8 million, or 11.4%. Noninterest expense increased by $0.9 million, or 9.0%, due to a
reassessment of the Banks credit card award program liability in 2005. The provision for loan and
lease losses increased $0.9 million, or 40.9%. Relative to historical net charge offs, the
consumer segment increased proportionately more in 2005, while the other reported segments charge
offs decreased.
Six-month period 2005 as compared with six-month period 2004
Average assets increased 4.4% to $1.6 billion, primarily due to increases in consumer and
dealer flooring loans.
Consumer Finances net income decreased to $16.8 million, down $1.4 million, or 7.7%. The
decrease was primarily due to a modest operating cost increase and an increase in the allocation of
the provision for loan and lease losses. Net interest income of $38.8 million was relatively flat
compared to $38.9 million in the prior year. Noninterest income increased $0.4 million or 2.6%.
Noninterest expense increased $2.0 million, or 10.1%, primarily due to a reassessment of the Banks
credit card award program liability in 2005. The provision for loan and lease losses increased
$1.1 million, or 26.8%. Relative to historical net charge offs, the consumer segment increased
proportionately more in 2005 while the other reported segments charge offs decreased.
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Commercial Banking
Second quarter 2005 compared with second quarter 2004
Commercial Bankings net income decreased to $4.9 million, down $2.4 million, or 32.9%,
primarily due to a $6.9 million fee on the sale of a lease in 2004. Net interest income
decreased $0.6 million, or 6.7%. Noninterest income decreased $7.1 million, or 89.9%, primarily
due to the $6.9 million fee on the sale of a lease. Noninterest expense decreased $3.5 million, or 70.0%,
primarily due to a $3.3 million pretax reduction in net investment of certain leveraged leases in
2004.
Average assets of $1.3 billion were comparable to the same period in the prior year.
Six-month period 2005 as compared with six-month period 2004
Commercial Bankings net income decreased to $9.8 million, down $4.3 million, or 30.5%,
primarily due to a $6.9 million fee on the sale of a lease in the second quarter of 2004.
Net interest income decreased $3.2 million, or 16.8%, partially due to lease financing deferred
taxes, as well as a reduction in loans related to the exit of Syndicated and Media credit
exposures. Noninterest income decreased $7.2 million, or 76.6%,
due to the $6.9 million fee on the sale of a lease. Noninterest expense decreased $3.8 million, or 56.7%, primarily due to a $3.3 million pretax
reduction in net investments of certain leveraged leases in second quarter 2004.
Average assets decreased 1.0% to $1.2 billion, primarily resulting from a reduction in loans
related to the exit of Syndicated and Media credit exposure.
Financial Management
Second quarter 2005 compared with second quarter 2004
The Financial Management Segments net income of $0.9 million increased $0.5 million from
2004. Noninterest income increased by $0.5 million, or 7.6%. Noninterest expense decreased by
$0.3 million, or 5.0% compared to the same period in the prior year.
Six-month period 2005 as compared with six-month period 2004
The Financial Management Segments net income of $1.6 million increased $0.7 million from
2004. Noninterest income of $14.6 million increased by $0.8 million, or 5.8% compared to the same
period in the prior year.
SECURITIES AVAILABLE FOR SALE
The $3.2 billion, or 55.0%, increase in securities available for sale from June 30, 2004 to
June 30, 2005 was due to the acquisitions of Community First and USDB and purchases of securities.
The $1.1 billion, or 13.5% increase from December 31, 2004 was due to purchases of securities.
The Company focuses on the following four objectives for its available-for-sale portfolio:
| Support its need for liquidity to fund loans or to meet unexpected deposit runoff. Liquidity can be met by having investments with relatively short maturities and/or a high degree of marketability. | ||
| Act as a vehicle to make meaningful shifts in the Companys overall interest rate risk profile. | ||
| Provide collateral to secure the Companys public funds-taking activities. | ||
| Provide the maximum level of after-tax earnings consistent with the safety factors of quality, maturity, liquidity and risk diversification. |
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Table of Contents
BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LOANS AND LEASES
We continue our efforts to diversify our loan and lease portfolio, both geographically and by
industry. Our overall growth in loan and lease volume came primarily from internal growth and the
acquisitions of Community First and USDB in the fourth quarter of 2004. See Note 5 (Loans and
Leases) to the Consolidated Financial Statements for additional information.
The loan and lease portfolio is the largest component of total earning assets and accounts for
the greatest portion of total interest income. At June 30, 2005, total loans and leases represented
64.7% of total assets, compared with 65.3% at December 31, 2004 and 67.5% at June 30, 2004. As a
percentage of total interest earning assets, total loans and leases were 77.2% at June 30, 2005,
78.0% at December 31, 2004 and 80.9% at June 30, 2004. At June 30, 2005, total loans and leases
were 98.1% of total deposits compared with 97.2% at December 31, 2004 and June 30, 2004.
Total loans and leases increased by 24.9% from June 30, 2004 to June 30, 2005. Consumer loans
increased $1.3 billion, or 15.6%, substantially due to customers taking advantage of the low
interest rate environment, and from the acquisitions in the fourth quarter of 2004. Residential
real estate loans increased $2.2 billion, or 40.3%, primarily due to the acquisitions and purchases
of loans since the second quarter of 2004. Commercial real estate loans increased $1.6 billion, or
29.8%, predominately due to the acquisition of Community First. Commercial, financial and
agricultural loans increased 26.4% compared with the same period in the prior year. Total loans
and leases increased by 3.9% from December 31, 2004 to June 30, 2005. The increase was mostly due
to an increase in residential real estate loans of $1.0 billion, as a result of purchases during
2005. In the context of interest rate trends and the broader economy, we continuously monitor the
mix in our loan and lease portfolio.
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BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NONPERFORMING ASSETS AND RESTRUCTURED LOANS
Nonperforming assets for the periods indicated were as follows:
June 30, 2005 | December 31, 2004 | June 30, 2004 | ||||||||||
(Dollars in thousands) |
||||||||||||
Nonperforming Assets: |
||||||||||||
Nonaccrual: |
||||||||||||
Commercial, financial and agricultural |
$ | 54,519 | $ | 51,793 | $ | 60,266 | ||||||
Real estate: |
||||||||||||
Commercial |
43,748 | 47,385 | 40,820 | |||||||||
Construction |
9,632 | 2,386 | | |||||||||
Residential |
7,568 | 6,862 | 6,913 | |||||||||
Total real estate loans |
60,948 | 56,633 | 47,733 | |||||||||
Consumer |
2,751 | 4,477 | 2,658 | |||||||||
Lease financing |
6,173 | 8,078 | 7,328 | |||||||||
Foreign |
2,725 | 4,138 | 5,381 | |||||||||
Total nonaccrual loans and leases |
127,116 | 125,119 | 123,366 | |||||||||
Other real estate owned and repossessed personal property |
14,681 | 21,653 | 16,993 | |||||||||
Total nonperforming assets |
141,797 | $ | 146,772 | $ | 140,359 | |||||||
Past due loans and leases (1): |
||||||||||||
Commercial, financial and agricultural |
$ | 12,509 | $ | 6,140 | $ | 18,082 | ||||||
Real estate: |
||||||||||||
Commercial |
7,280 | 2,119 | 7,912 | |||||||||
Construction |
866 | 506 | | |||||||||
Residential |
1,619 | 1,112 | 796 | |||||||||
Total real estate loans |
9,765 | 3,737 | 8,708 | |||||||||
Consumer |
1,568 | 2,243 | 1,860 | |||||||||
Lease financing |
| 79 | | |||||||||
Foreign |
448 | 216 | 192 | |||||||||
Total past due loans and leases |
$ | 24,290 | $ | 12,415 | $ | 28,842 | ||||||
Accruing Restructured Loans and leases: |
||||||||||||
Commercial, financial and agricultural |
21 | 36 | 48 | |||||||||
Commercial real estate |
396 | 429 | 436 | |||||||||
Total accruing restructured loans and leases |
$ | 417 | $ | 465 | $ | 484 | ||||||
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 |
0.42 | % | 0.45 | % | 0.52 | % | ||||||
Including past due loans and leases |
0.49 | 0.49 | 0.62 | |||||||||
Nonperforming assets to total assets (end of period): |
||||||||||||
Excluding past due loans and leases |
0.27 | 0.29 | 0.35 | |||||||||
Including past due loans and leases |
0.32 | 0.32 | 0.42 |
(1) | Represents loans and leases which are past due 90 days or more as to principal or interest, are still accruing interest, are adequately collateralized and in the process of collection. |
The increase in nonaccrual loans from December 31, 2004 was due to an increase in
commercial, financial and agricultural and construction real estate nonaccrual loans as a result of
a few large loans being moved to nonaccrual status in 2005. A significant portion of the increase
was offset by a decrease in commercial real estate nonaccrual loans, due to the resolution of
problem relationships. The increase in nonaccrual loans from June 30, 2004 was due to the increase
in real estate nonaccrual loans. The increase in real estate nonaccrual loans was mostly due to
the acquisition of nonaccrual loans from Community First and a few large loans that were moved to
nonaccrual status in 2005. These increases were primarily offset by a decrease in commercial,
financial and agricultural nonaccrual loans as a result of resolutions of problem relationships.
As a percentage of loans and leases, nonaccrual loans decreased 8 basis points from 0.45% at
June 30, 2004 to 0.37% at June 30, 2005. The decrease was substantially due to decreases in
commercial, financial and agricultural (0.91% at June 30, 2005 compared with 1.27% at June 30,
2004) and foreign (0.72% at June 30, 2005 compared with 1.48% at June 30, 2004), mostly offset by
an increase in real estate construction (0.61% at June 30, 2005 compared with zero at June 30,
2004). The decrease in commercial, financial and agricultural was primarily due to the resolution
of problem relationships and growth in loans outstanding. The decrease
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BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
in foreign was due to the resolution of a large problem relationship, partially offset by a
decrease in the foreign loans outstanding. The increase in real estate construction was due to
loans acquired in the acquisition of Community First that were placed on nonaccrual since November
2004.
We generally place a loan or lease on nonaccrual status when we believe that collection of
principal or interest has become doubtful or when loans or leases are 90 days past due as to
principal or interest, 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.
Consumer loans and leases are subject to our general policies regarding nonaccrual loans and
substantially all past-due consumer loans and leases 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 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 and have demonstrated a sustained period of payment
performance or (2) become both well secured and in the process of collection.
PROVISION AND ALLOWANCE FOR LOAN AND LEASE LOSSES
The provision for loan and lease losses is based upon our judgment as to the adequacy of the
allowance for loan and lease 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 loan and lease 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, change in the
overall loan and lease risk profile, general economic factors and the fair value of collateral.
The analysis of the changes in the allowance for loan and lease losses, including charge-offs and
recoveries, is presented in Note 6 (Allowance for Loan and Lease Losses) to the Consolidated
Financial Statements.
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 uses ten different principal risk categories where 1 is no risk and 10 is loss. We continue efforts to decrease our exposure to customers in the weaker credit categories. 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 concentrations by obligor, risk grade, industry, product and geographic location. 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. We manage our exposure to higher risk areas through application of prudent underwriting policies. | ||
| Emphasis on Consumer Lending. Consumer loans represent our single largest category of loans and leases. We use formula-based approaches to calculate appropriate reserve levels that reflect historical loss experience. We generally do not participate in subprime lending activities. We also seek to reduce our credit exposures where feasible by obtaining third-party insurance or similar protections. For example, in our vehicle lease portfolio (which represents approximately 33.4% of our lease financing portfolio and 6.2% of our combined lease financing and consumer loans at June 30, 2005), we obtain third-party insurance for the estimated residual value of the leased vehicle, and set aside reserves to cover the uninsured portion. |
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BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The allowance for loan and lease losses was 1.25% of total loans and leases at June 30, 2005,
compared with 1.33% of total loans and leases at December 31, 2004 and 1.46% at June 30, 2004.
Compared with the same periods a year ago, net charge-offs were $0.4 million higher and $1.1
million higher in the three and six months ended June 30, 2005. This was driven by an increase in
installment loan charge offs (Auto and RVs), offset by a few large loan recoveries.
In our judgment, the Allowance was adequate to absorb losses inherent in the loan and lease
portfolio at June 30, 2005. 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 make necessary adjustments to the Allowance accordingly.
DEPOSITS
Deposits are the largest component of our total liabilities and account for 52.1% and 50.9% of
total interest expense during the second quarter of 2005 and first six months of 2005,
respectively. At June 30, 2005, total deposits were $34.6 billion, an increase of 3.0% over
December 31, 2004 and an increase of 23.8% over June 30, 2004. The increase from June 30, 2004 was
predominately due to growth in our customer deposit base and the acquisitions of Community First
and USDB. The increase from December 2004 was primarily due to growth in our time deposits over
$100 thousand. Rates paid on deposits have increased based on current market conditions.
Additional information on our average deposit balances and rates paid is provided in Table 1:
Average Balances, Interest Income and Expense, and Yields and Rates (Taxable-Equivalent Basis).
CAPITAL
Stockholders equity totaled $6.0 billion at June 30, 2005, an increase of $273.3 million, or
4.8%, from December 31, 2004 and $1.6 billion, or 35.5%, from June 30, 2004. The increase from
December 2004 was predominately due to net income earned by the Company during the first six months
of 2005, offset by changes in other comprehensive income. The increase from June 30, 2004 was
predominately due to an issuance of common stock of the Company for the acquisitions of Community
First and USDB and net income for the last 12 months.
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 cost. We achieve our liquidity objectives with both assets
and liabilities. Further, while liquidity positions are managed separately by the Company and its
two subsidiary Banks, both short-term and long-term activities are coordinated between the two
subsidiary Banks.
We obtain short-term asset-based liquidity through our investment securities portfolio,
principally short-term securities, and other liquid assets, which can be readily converted to cash.
These assets consist of cash and due from banks, interest-bearing deposits in other banks, federal
funds sold, trading assets, securities purchased under agreements to resell, securities available
for sale and loans held for sale. Such assets represented 22.1%, 21.3% and 20.1% of total assets at
June 30, 2005, December 31, 2004 and June 30, 2004, respectively.
Intermediate and longer-term asset liquidity is primarily provided by regularly scheduled
maturities and cash flows from loans and securities. Additional liquidity is available from certain
assets that can be sold, securitized or used as collateral for borrowings from the Federal Home
Loan Bank such as consumer and mortgage loans.
We obtain short-term, liability-based liquidity primarily from deposits. Average total
deposits for the six months ended June 30, 2005 were $34.5 billion an increase of 28.9% from the
same period of 2004. The increase was due to the acquisitions of Community First and USDB in
November 2004, an increase in time deposits over $100 thousand and continued expansion of our
customer base in the Western United States. Average total deposits funded 67.5% of average total
assets for the six months ended June 30, 2005 and 68.9% for the year ended December 31, 2004 and
the six months ended June 30, 2004.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
We also obtain short-term and long-term liquidity from access to regional and national
wholesale funding sources, including purchasing federal funds, selling securities under agreements
to repurchase, lines of credit from other banks and credit facilities from Federal Home Loan Banks.
The following table reflects immediately available borrowing capacity at the Federal Reserve
Discount Window and Federal Home Loan Banks and securities available for sale under repurchase
agreements:
June 30, | ||||||||
(Dollars in millions) | 2005 | 2004 | ||||||
Federal Reserve Discount Window |
$ | 673 | $ | 618 | ||||
Federal Home Loan Banks |
882 | 1,752 | ||||||
Securities Available for Repurchase Agreements |
4,574 | 3,016 | ||||||
Total |
$ | 6,129 | $ | 5,386 | ||||
Further information on short-term borrowings is provided in Note 13 (Short-term Borrowings)
to the Consolidated Financial Statements included in the Companys 2004 Annual Report on Form
10-K. Offshore deposits in the international market provide another available source of funds.
Funds raised 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 or funding source.
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 or from
transactions with BancWests parent company, BNP Paribas.
The Parents ability to pay dividends depends primarily upon dividends and other payments from
its subsidiaries, which are subject to certain limitations as described in Note 17 (Limitation on
Payments of Dividends) to the Consolidated Financial Statements included in the Companys 2004
Annual Report on Form 10-K.
Our borrowing costs and ability to raise funds are a function of our credit ratings and any
change in those ratings. The following table reflects the ratings of Bank of the West and First
Hawaiian Bank:
Bank of the West/First Hawaiian Bank | ||||
Short-Term Deposit | Long-Term Deposit | |||
Moodys
|
P-1 | Aa3 | ||
S & P
|
A-1 | A+ | ||
Fitch, Inc.
|
F1+ | AA- | ||
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BancWest Corporation and Subsidiaries
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RECENT ACCOUNTING STANDARDS
We have adopted numerous new or modifications to existing standards, rules or regulations
promulgated by various standard setting and regulatory bodies. Chief among these are the federal
financial institutions regulators, the SEC and the FASB. The following section highlights important
developments in the area of accounting and disclosure requirements. This discussion is not intended
to be a comprehensive listing of the impact of all standards and rules adopted.
In May 2005, The Financial Accounting Standards Board (FASB) issued Statement No. 154,
Accounting Changes and Error Corrections. This statement requires changes in accounting principles
and corrections of errors, to be applied retrospectively to prior periods, unless it is deemed
impracticable to do so. This statement is effective for fiscal years beginning after December 15,
2005. Currently, the application of this statement does not have an impact to our financial
statements. However, the future impact could be significant, if the Company were to elect changes
to our accounting principles, or discover errors in previously issued financial statements.
In December 2004, the FASB issued FASB Statement No. 153, Exchanges of Nonmonetary Assets, an
Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. This statement is based
upon the principle that transactions involving nonmonetary assets should be measured based upon
their fair market value. This statement is effective for fiscal years beginning after June 15,
2005. We do not believe this statement will have a material impact on our financial statements, as
we do not frequently enter into nonmonetary transactions.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised
2004) Accounting for Share-Based Payment. This statement requires stock options awarded to
employees to be expensed over the vesting period of the option, at the fair value at the grant date
using an option-pricing model. This statement is effective at the beginning of the next fiscal
year that begins after June 15, 2005. The Company currently accounts for stock based compensation
under Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees and
related Interpretations, as allowed under FASB Statement 123, Accounting for Stock-Based
Compensation. This pronouncement will increase the amount of compensation expense per period,
however, we believe this statement will not have a significant impact to our financial statements.
In June 2004, the Emerging Issues Task Force (EITF) published EITF 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1
clarifies the impairment methodology used to determine when an investment is considered impaired,
whether that impairment is other than temporary, and the measurement of an impairment loss. The
guidance includes accounting considerations subsequent to the recognition of an
other-than-temporary impairment and requires certain disclosures about unrealized losses that have
not been recognized as other-than-temporary impairments. EITF 03-1 applies to all investments
accounted for in accordance with the provisions of FAS 115, certain debt and equity securities
within the scope of Statement 124, and equity securities that are not subject to the scope of
Statement 115 and not accounted for under the equity method of accounting. On September 30, 2004,
the FASB staff published FASB Staff Position (FSP) EITF 03-1-1. FSP EITF 03-1-1 delays the
effective date for the measurement and recognition guidance contained in Paragraphs 10-20 of EITF
03-1, while the FASB considered application guidance. In June 2005, the FASB reached a decision
and is expected to issue a final FSP. We will evaluate the new guidance when it is issued.
23
Table of Contents
BancWest Corporation and Subsidiaries
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk Measurement and Management
Interest rate risk, one of the leading risks in terms of potential earnings impact, is an
essential element of being a financial intermediary. The Companys 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, 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 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 loans. Short and long-term market rates may change
independent of each other resulting in changes to the slope and absolute level of the yield
curve.
The Asset/Liability Committees of BancWest 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 subsidiarys interest rate profile to their
respective Board of Directors, should changes be necessary and depart significantly from
established policies.
Our exposure to interest rate risk is managed primarily by taking actions that impact
certain balance sheet accounts (e.g., lengthening or shortening maturities in the investment
portfolio, changing asset and/or liability mix including increasing or decreasing the amount of
fixed and/or variable instruments held by the Company to adjust sensitivity to interest rate
changes) and/or by utilizing instruments such as interest rate swaps, caps, floors, options or
forwards.
Derivatives entered into for trading purposes include commitments to purchase and sell
foreign currencies and certain interest rate swaps and options. We also enter into customer
accommodation interest rate swaps and foreign exchange spot and forward contracts as well as
contracts to offset either the customers counter-position or our foreign currency denominated
deposits. These contracts basically offset each other and they do not expose us to material
losses resulting from interest rate or foreign currency fluctuations.
The Company and its subsidiaries use computer simulation models to evaluate net interest
income in order to quantify exposure to changes in interest rates. Generally, the balance sheet
is subjected to interest rate shocks up in 100 basis-point increments and down in 100 basis-point
increments. Each account-level item is repriced according to its respective contractual
characteristics, including any embedded 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). Derivative financial instruments such as
interest rate swaps, 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 incremental increases and decreases in interest rates on the projected
Companys consolidated net interest income over the 12 months beginning July 1, 2005 is shown
below.
+3% | +2% | +1% | Flat | -1% | -2% | |||||||||||||||||||
(Dollars in millions) |
||||||||||||||||||||||||
Net interest income |
$ | 1,646.1 | $ | 1,666.0 | $ | 1,675.1 | $ | 1,670.1 | $ | 1,653.9 | $ | 1,593.4 | ||||||||||||
Difference from flat |
(24.0 | ) | (4.1 | ) | 5.0 | | (16.2 | ) | (76.7 | ) | ||||||||||||||
% variance |
(1.4 | )% | (0.2 | )% | 0.3 | % | | % | (1.0 | )% | (4.6 | )% |
Because of the relatively low level of interest rates in the first six months of 2005,
modeling below a 200-basis-point decrease was deemed not meaningful. 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 various benchmark rates.
24
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BancWest Corporation and Subsidiaries
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Significant Assumptions Utilized and Inherent Limitations
The net interest income changes for each interest rate scenario presented above include
assumptions based on accelerating or decelerating mortgage and non-mortgage consumer loan
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.
The following estimated net fair value amounts of interest rate derivatives held for trading
purposes have been determined by the Company using available market information and appropriate
valuation methodologies:
June 30, 2005 | ||||||||||||||||||||||||||||||||||||
Gross | Expected Maturity | |||||||||||||||||||||||||||||||||||
Net Fair | Positive | Notional | After | |||||||||||||||||||||||||||||||||
Interest Rate Contracts | Value | Value | Amount | 2005 | 2006 | 2007 | 2008 | 2009 | 2009 | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Pay-Fixed Swaps: |
||||||||||||||||||||||||||||||||||||
Contractual Maturities |
$ | (10,463 | ) | $ | 4,220 | $ | 812,516 | $ | 76,406 | $ | 24,123 | $ | 39,587 | $ | 100,905 | $ | 107,073 | $ | 464,422 | |||||||||||||||||
Weighted Avg. Pay Rates |
4.69 | % | 2.81 | % | 4.99 | % | 4.69 | % | 5.34 | % | 4.31 | % | 4.92 | % | ||||||||||||||||||||||
Weighted Avg. Receive Rates |
3.67 | % | 3.10 | % | 2.82 | % | 3.51 | % | 5.03 | % | 3.30 | % | 3.61 | % | ||||||||||||||||||||||
Receive-Fixed Swaps: |
||||||||||||||||||||||||||||||||||||
Contractual Maturities |
20,233 | 22,668 | $ | 812,516 | $ | 76,823 | $ | 23,706 | $ | 39,587 | $ | 100,905 | $ | 107,073 | $ | 464,422 | ||||||||||||||||||||
Weighted Avg. Pay Rates |
3.70 | % | 3.11 | % | 3.38 | % | 3.55 | % | 5.05 | % | 3.30 | % | 3.62 | % | ||||||||||||||||||||||
Weighted Avg. Receive Rates |
4.95 | % | 3.04 | % | 4.46 | % | 4.99 | % | 5.57 | % | 4.64 | % | 5.23 | % | ||||||||||||||||||||||
Pay-Fixed Swaps |
||||||||||||||||||||||||||||||||||||
(Forward Value Dated): |
||||||||||||||||||||||||||||||||||||
Contractual Maturities |
(873 | ) | 47 | $ | 33,570 | $ | | $ | | $ | | $ | | $ | | $ | 33,570 | |||||||||||||||||||
Weighted Avg. Pay Rates |
4.98 | % | | | | | | 4.98 | % | |||||||||||||||||||||||||||
Weighted Avg. Receive
Rates(1) |
NA | | | | | | NA | |||||||||||||||||||||||||||||
Receive-Fixed Swaps |
||||||||||||||||||||||||||||||||||||
(Forward Value Dated): |
||||||||||||||||||||||||||||||||||||
Contractual Maturities |
1,825 | 1,825 | $ | 33,570 | | | | | | $ | 33,570 | |||||||||||||||||||||||||
Weighted Avg. Pay Rates(1) |
NA | | | | | | NA | |||||||||||||||||||||||||||||
Weighted Avg. Receive Rates |
5.88 | % | | | | | | 5.88 | % | |||||||||||||||||||||||||||
Caps/Collars: |
||||||||||||||||||||||||||||||||||||
Contractual Maturities |
| 227 | $ | 281,154 | $ | 209,657 | $ | | $ | 64,250 | $ | 3,821 | $ | 1,440 | $ | 1,986 | ||||||||||||||||||||
Weighted Avg. Strike Rates |
4.18 | % | 3.93 | % | | % | 4.85 | % | 5.18 | % | 4.50 | % | 6.83 | % | ||||||||||||||||||||||
Weighted Floor Rates |
4.77 | % | | % | | % | | % | | % | | % | 4.77 | % | ||||||||||||||||||||||
Total interest rate contracts
held for trading purposes |
$ | 10,722 | $ | 28,987 | $ | 1,973,326 | ||||||||||||||||||||||||||||||
(1) | Rates will be assigned at maturity date. |
25
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BancWest Corporation and Subsidiaries
CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Companys management, including the
Companys chief executive officer and its chief financial officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures (as defined in Exchange
Act Rule 13a-15(e)). Based upon that evaluation, its chief executive officer and its chief
financial officer concluded that the Companys disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Companys periodic SEC filings.
No change in the Companys internal control over financial reporting was identified in
connection with the evaluation required by Exchange Act Rule 13a-15(d) or Rule 15d-15(d) during the
Companys last fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.
26
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BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Item 1. Financial Statements
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Interest income |
||||||||||||||||
Loans |
$ | 476,232 | $ | 337,039 | $ | 924,120 | $ | 669,615 | ||||||||
Lease financing |
27,325 | 28,941 | 55,142 | 60,121 | ||||||||||||
Securities available for sale |
81,644 | 50,980 | 156,750 | 101,496 | ||||||||||||
Other |
7,955 | 2,908 | 15,372 | 5,787 | ||||||||||||
Total interest income |
593,156 | 419,868 | 1,151,384 | 837,019 | ||||||||||||
Interest expense |
||||||||||||||||
Deposits |
103,315 | 43,589 | 184,256 | 87,025 | ||||||||||||
Short-term borrowings |
22,645 | 5,566 | 42,371 | 10,979 | ||||||||||||
Long-term debt |
72,278 | 48,452 | 135,416 | 95,729 | ||||||||||||
Total interest expense |
198,238 | 97,607 | 362,043 | 193,733 | ||||||||||||
Net interest income |
394,918 | 322,261 | 789,341 | 643,286 | ||||||||||||
Provision for loan and lease losses |
3,224 | 11,900 | 14,324 | 30,765 | ||||||||||||
Net interest income after provision for
loan and lease losses |
391,694 | 310,361 | 775,017 | 612,521 | ||||||||||||
Noninterest income |
||||||||||||||||
Service charges on deposit accounts |
48,067 | 40,525 | 91,653 | 81,354 | ||||||||||||
Trust and investment services income |
11,775 | 10,054 | 24,839 | 20,356 | ||||||||||||
Other service charges and fees |
48,218 | 36,872 | 94,249 | 74,045 | ||||||||||||
Net gains (losses) on securities available for sale |
(3 | ) | 691 | 415 | 1,058 | |||||||||||
Vehicle and equipment operating lease income |
5,573 | 4,215 | 11,353 | 5,069 | ||||||||||||
Other |
19,579 | 17,664 | 33,496 | 29,610 | ||||||||||||
Total noninterest income |
133,209 | 110,021 | 256,005 | 211,492 | ||||||||||||
Noninterest expense |
||||||||||||||||
Salaries and wages |
105,538 | 83,433 | 210,477 | 166,888 | ||||||||||||
Employee benefits |
42,005 | 34,609 | 90,356 | 70,846 | ||||||||||||
Occupancy |
28,373 | 21,790 | 56,765 | 43,405 | ||||||||||||
Outside services |
26,637 | 21,036 | 51,079 | 41,513 | ||||||||||||
Intangible amortization |
9,982 | 5,764 | 19,962 | 11,527 | ||||||||||||
Equipment |
15,177 | 12,008 | 29,674 | 23,455 | ||||||||||||
Depreciation-vehicle and equipment operating leases |
4,828 | 4,218 | 9,849 | 4,904 | ||||||||||||
Restructuring and integration costs |
| 2,754 | 5,350 | 2,754 | ||||||||||||
Stationery and supplies |
7,542 | 6,154 | 16,013 | 12,318 | ||||||||||||
Advertising and promotions |
7,672 | 6,452 | 14,820 | 12,779 | ||||||||||||
Other |
35,831 | 34,006 | 71,332 | 60,749 | ||||||||||||
Total noninterest expense |
283,585 | 232,224 | 575,677 | 451,138 | ||||||||||||
Income before income taxes |
241,318 | 188,158 | 455,345 | 372,875 | ||||||||||||
Provision for income taxes |
92,169 | 73,401 | 169,592 | 145,066 | ||||||||||||
Net income |
$ | 149,149 | $ | 114,757 | $ | 285,753 | $ | 227,809 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
27
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BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (Unaudited)
CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, 2005 | December 31, 2004 | June 30, 2004 | ||||||||||
(Dollars in thousands, except share data) | ||||||||||||
Assets |
||||||||||||
Cash and due from banks |
$ | 1,809,222 | $ | 1,676,056 | $ | 1,702,563 | ||||||
Interest-bearing deposits in other banks |
513,655 | 16,531 | 267,947 | |||||||||
Federal funds sold and securities purchased under
agreements to resell |
165,100 | 937,875 | 245,500 | |||||||||
Trading assets |
4,442 | 4,685 | 4,726 | |||||||||
Securities available for sale |
9,024,593 | 7,954,563 | 5,820,727 | |||||||||
Loans held for sale |
78,076 | 71,402 | 65,031 | |||||||||
Loans and leases: |
||||||||||||
Loans and leases |
33,956,423 | 32,688,843 | 27,189,823 | |||||||||
Less allowance for loan and lease losses |
423,294 | 436,391 | 396,101 | |||||||||
Net loans and leases |
33,533,129 | 32,252,452 | 26,793,722 | |||||||||
Vehicle and equipment operating leases, net |
113,751 | 132,539 | 127,280 | |||||||||
Premises and equipment, net |
684,752 | 684,783 | 520,507 | |||||||||
Customers acceptance liability |
15,199 | 12,841 | 15,279 | |||||||||
Other intangibles, net |
251,629 | 272,490 | 175,830 | |||||||||
Goodwill |
4,315,692 | 4,312,800 | 3,229,771 | |||||||||
Other real estate owned and repossessed personal property |
14,681 | 21,653 | 16,993 | |||||||||
Other assets |
1,991,755 | 1,703,356 | 1,278,272 | |||||||||
Total assets |
$ | 52,515,676 | $ | 50,054,026 | $ | 40,264,148 | ||||||
Liabilities and Stockholders Equity |
||||||||||||
Deposits: |
||||||||||||
Interest-bearing |
$ | 24,160,459 | $ | 23,553,861 | $ | 19,649,419 | ||||||
Noninterest-bearing |
10,462,922 | 10,059,918 | 8,326,906 | |||||||||
Total deposits |
34,623,381 | 33,613,779 | 27,976,325 | |||||||||
Federal funds purchased and securities sold under
agreements to repurchase |
2,339,997 | 2,050,344 | 1,799,249 | |||||||||
Short-term borrowings |
1,681,120 | 1,454,845 | 574,089 | |||||||||
Acceptances outstanding |
15,199 | 12,841 | 15,279 | |||||||||
Long-term debt |
6,829,757 | 6,181,040 | 4,646,075 | |||||||||
Other liabilities |
1,022,877 | 1,011,142 | 822,123 | |||||||||
Total liabilities |
$ | 46,512,331 | $ | 44,323,991 | $ | 35,833,140 | ||||||
Stockholders equity: |
||||||||||||
Class A common stock, par value $0.01 per share |
||||||||||||
Authorized 150,000,000 shares |
||||||||||||
Issued and outstanding 106,859,123 shares at
June 30, 2005 and December 31, 2004 and
85,759,123 shares at June 30, 2004 |
$ | 1,069 | $ | 1,069 | $ | 858 | ||||||
Additional paid-in capital |
4,475,087 | 4,475,006 | 3,419,927 | |||||||||
Retained earnings |
1,565,328 | 1,279,575 | 1,034,007 | |||||||||
Accumulated other comprehensive loss, net |
(38,139 | ) | (25,615 | ) | (23,784 | ) | ||||||
Total stockholders equity |
6,003,345 | 5,730,035 | 4,431,008 | |||||||||
Total liabilities and stockholders equity |
$ | 52,515,676 | $ | 50,054,026 | $ | 40,264,148 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
28
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BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (Unaudited)
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (Unaudited)
Accumulated | ||||||||||||||||||||||||
Class A | Additional | Other | ||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | |||||||||||||||||||||
Shares | Amount | Capital | Earnings | Income, net | Total | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Balance, December 31, 2004 |
106,859,123 | $ | 1,069 | $ | 4,475,006 | $ | 1,279,575 | $ | (25,615 | ) | $ | 5,730,035 | ||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | | 285,753 | | 285,753 | ||||||||||||||||||
Unrealized net losses on securities
available for sale arising during the
period |
| | | | (5,940 | ) | (5,940 | ) | ||||||||||||||||
Reclassification of net realized gains on
securities available for sale included in
net income |
| | | | (245 | ) | (245 | ) | ||||||||||||||||
Unrealized net losses on cash flow
derivative hedges arising during the
period |
| | | | (2,486 | ) | (2,486 | ) | ||||||||||||||||
Reclassification of net realized gains on
cash flow derivative hedges included in
net income |
| | | | (3,853 | ) | (3,853 | ) | ||||||||||||||||
Comprehensive income |
| | | 285,753 | (12,524 | ) | 273,229 | |||||||||||||||||
Other |
| | 81 | | | 81 | ||||||||||||||||||
Balance, June 30, 2005 |
106,859,123 | $ | 1,069 | $ | 4,475,087 | $ | 1,565,328 | $ | (38,139 | ) | $ | 6,003,345 | ||||||||||||
Balance, December 31, 2003 |
85,759,123 | $ | 858 | $ | 3,419,927 | $ | 806,198 | $ | 35,889 | $ | 4,262,872 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | | 227,809 | | 227,809 | ||||||||||||||||||
Unrealized net losses on securities
available for sale arising during the
period |
| | | | (49,293 | ) | (49,293 | ) | ||||||||||||||||
Reclassification of net realized gains on
securities available for sale included in
net income |
| | | | (624 | ) | (624 | ) | ||||||||||||||||
Unrealized net losses on cash flow
derivative hedges arising during the
period |
| | | | (3,474 | ) | (3,474 | ) | ||||||||||||||||
Reclassification of net realized gains on
cash flow derivative hedges included in
net income |
| | | | (6,282 | ) | (6,282 | ) | ||||||||||||||||
Comprehensive income |
| | | 227,809 | (59,673 | ) | 168,136 | |||||||||||||||||
Balance, June 30, 2004 |
85,759,123 | $ | 858 | $ | 3,419,927 | $ | 1,034,007 | $ | (23,784 | ) | $ | 4,431,008 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
29
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BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, | ||||||||
2005 | 2004 | |||||||
(Dollars in thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 285,753 | $ | 227,809 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
57,608 | 38,091 | ||||||
Provision for loan and lease losses |
14,324 | 30,765 | ||||||
Net decrease in deferred income taxes |
(5,571 | ) | (211,538 | ) | ||||
Net decrease in trading assets |
243 | 14,383 | ||||||
Net increase in loans held for sale |
(6,674 | ) | (14,024 | ) | ||||
Net gains on sales of securities available for sale |
(415 | ) | (1,058 | ) | ||||
Net gains on sales of loans |
(3,348 | ) | (2,868 | ) | ||||
Net increase in interest receivable |
(17,375 | ) | (212 | ) | ||||
Net increase in interest payable |
32,635 | 10,160 | ||||||
Net decrease (increase) in prepaid expense |
8,638 | (1,541 | ) | |||||
Other |
(31,946 | ) | (80,806 | ) | ||||
Net cash provided by operating activities |
333,872 | 9,161 | ||||||
Cash flows from investing activities: |
||||||||
Securities available for sale: |
||||||||
Proceeds from prepayments and maturities |
1,457,594 | 973,691 | ||||||
Proceeds from the sales |
381,301 | 282,394 | ||||||
Purchases |
(2,927,834 | ) | (1,387,691 | ) | ||||
Proceeds from sales of loans |
158,864 | 167,007 | ||||||
Purchases of loans |
(1,633,865 | ) | (744,256 | ) | ||||
Net decrease (increase) in loans and leases resulting from originations and collections |
210,791 | (883,080 | ) | |||||
Net decrease (increase) in vehicle and equipment operating leases resulting from
originations and collections |
8,939 | (132,184 | ) | |||||
Purchases of premises and equipment |
(30,019 | ) | (14,551 | ) | ||||
Increase in investment in bank owned life insurance |
(226,277 | ) | (200,000 | ) | ||||
Other |
(54,607 | ) | (23,221 | ) | ||||
Net cash used in investing activities |
(2,655,113 | ) | (1,961,891 | ) | ||||
Cash flows from financing activities: |
||||||||
Net increase in deposits |
1,009,602 | 1,573,208 | ||||||
Net increase in Federal funds purchased and securities sold
under agreements to repurchase |
289,653 | 624,372 | ||||||
Net increase (decrease) in short-term borrowings |
226,275 | (623,720 | ) | |||||
Proceeds from issuance of long-term debt |
1,285,036 | 756,000 | ||||||
Repayments of long-term debt |
(631,810 | ) | (332,911 | ) | ||||
Net cash provided by financing activities |
2,178,756 | 1,996,949 | ||||||
Net increase (decrease) in cash and cash equivalents |
(142,485 | ) | 44,219 | |||||
Cash and cash equivalents at beginning of period |
2,630,462 | 2,171,791 | ||||||
Cash and cash equivalents at end of period |
$ | 2,487,977 | $ | 2,216,010 | ||||
Supplemental disclosures: |
||||||||
Interest paid |
$ | 329,409 | $ | 183,573 | ||||
Income taxes paid |
$ | 159,691 | $ | 311,404 | ||||
Supplemental schedule of noncash investing and financing activities: |
||||||||
Loans transferred to other real estate owned and repossessed personal property |
$ | 2,180 | $ | 4,548 | ||||
Loans made to facilitate the sale of other real estate owned |
$ | 650 | $ | 620 | ||||
The accompanying notes are an integral part of these consolidated financial statements
30
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Summary of Significant Accounting Policies
Descriptions of Operations
BancWest Corporation is a financial holding company headquartered in Honolulu, Hawaii and
incorporated under the laws of the State of Delaware. Through our principal subsidiaries, Bank of
the West (BOW) and First Hawaiian Bank (FHB), we provide commercial and consumer banking services,
engage in commercial, equipment and vehicle leasing and offer trust, investment and insurance
products. As of June 30, 2005, BancWest Corporations subsidiaries operated 539 banking locations
(526 full service retail branches and 13 limited service retail offices) in the states of Arizona,
California, Colorado, Hawaii, Idaho, Iowa, Minnesota, Nebraska, Nevada, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington, Wisconsin and Wyoming and in Guam and Saipan. In this
report BancWest Corporation and Subsidiaries is referred to as the Company, we or our.
BancWest Corporation alone is referred to as the Parent or BancWest. BancWest Corporation is a
wholly owned subsidiary of Paris-based BNP Paribas (BNPP).
Basis of Presentation
We have prepared the accompanying financial data for the three and six months ended June 30,
2005 and 2004 in accordance with accounting principles generally accepted in the United States.
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
amounts reported in our consolidated financial statements and accompanying notes. Management bases
its estimates on historical experience and various other assumptions believed to be reasonable.
Although these estimates are based on managements best knowledge of current events and actions
that may impact the Company in the future, actual results may be different from the estimates. Our
critical accounting policies are those that affect our financial statements materially and involve
difficult, subjective or complex judgments by management.
In the opinion of management, the accompanying consolidated financial statements contain all
normal and recurring adjustments necessary to present fairly our consolidated financial position as
of June 30, 2005, December 31, 2004 and June 30, 2004, consolidated results of operations for the
three months and six months ended June 30, 2005 and 2004, and consolidated cash flows for the six
months ended June 30, 2005 and 2004.
Descriptions of the significant accounting policies of the Company are included in Note 1
(Summary of Significant Accounting Policies) to the consolidated financial statements included in
the Companys 2004 Annual Report on Form 10-K. There have been no significant changes to these
policies.
Reclassifications
Certain amounts in the financial statements for prior periods have been reclassified to
conform with the current financial statement presentation.
Stock-Based Compensation
As allowed under the provisions of FAS No. 123, Accounting for Stock-Based Compensation, as
amended, the Company has chosen to recognize compensation expense using the intrinsic value-based
method of valuing stock options prescribed in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees and related interpretations. Under the intrinsic
value-based method, compensation cost is measured as the amount by which the quoted market price at
the date of grant exceeds the stock option exercise price.
Certain members of BancWests senior management team receive stock option awards from BNPP.
The options do not vest until after the fourth year, at which time they are exercisable from the
fourth anniversary through the tenth anniversary date. Stock option awards of the 2005 and 2003
plans have been reflected in compensation expense as the grant price was lower than the market
price.
31
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table is a summary of our stock option activity.
Weighted | ||||||||||||
Weighted | average | |||||||||||
average | remaining | |||||||||||
exercise | contractual life | |||||||||||
Number | price | (in years) | ||||||||||
Options outstanding as of December 31, 2003 |
275,000 | $ | 39.07 | 9.22 | ||||||||
Granted |
80,000 | 60.45 | ||||||||||
Forfeited |
(1,972 | ) | 39.07 | |||||||||
Options outstanding as of June 30, 2004 |
353,028 | $ | 43.91 | 8.95 | ||||||||
Options outstanding as of December 31, 2004 |
347,028 | $ | 43.88 | 8.44 | ||||||||
Granted |
193,000 | 71.42 | ||||||||||
Forfeited |
(2,000 | ) | 65.94 | |||||||||
Options outstanding as of June 30, 2005 |
538,028 | $ | 53.67 | 8.58 | ||||||||
The following table illustrates the effect on net income if the Company had applied the
fair value recognition provisions of FAS No. 123 to stock-based employee compensation.
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Net Income (as reported) |
$ | 149,149 | $ | 114,757 | $ | 285,753 | $ | 227,809 | ||||||||
Add: Stock-based
compensation expense
recognized during period,
net of tax effects |
27 | 24 | 48 | 48 | ||||||||||||
Less: Stock-based employee
compensation expense
determined under fair
value-based method, net of
taxes |
(293 | ) | (243 | ) | (537 | ) | (459 | ) | ||||||||
Pro Forma Net Income |
$ | 148,883 | $ | 114,538 | $ | 285,264 | $ | 227,398 | ||||||||
32
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
2. Mergers and Acquisitions
Commercial Federal Corporation Acquisition
On June 13, 2005, BancWest announced that its Bank of the West subsidiary had entered into a
definitive agreement to acquire Commercial Federal Corporation (CFC), the parent company of
Commercial Federal Bank. It is anticipated that the purchase transaction will close in the fourth
quarter of 2005, subject to regulatory approval. CFC and its branches will be integrated into Bank
of the Wests branch network system. The acquisition of CFC will add 3 new states (Kansas, Missouri
and Oklahoma) to Bank of the Wests footprint, as well as to our market share in Arizona, Colorado,
Iowa and Nebraska. CFC operates 198 branches in 7 states in the Midwest, Colorado and Arizona. At
March 31, 2005, CFC had total assets of $10.4 billion, total deposits of $6.5 billion and loans of
$7.8 billion. Following the acquisition, results of operations of CFC will be included in our
consolidated financial statements. The purchase price of approximately $1.36 billion will be paid
in cash and the acquisition will be accounted for as a purchase.
In connection with the acquisition, management is in the process of assessing and formulating
restructuring plans. These restructuring plans will target areas where there is a significant
amount of overlap between the two companies. This includes consolidating administrative and
support services including sales and marketing and to focus the Companys resources on activities
that will promote growth. We will be consolidating excess facilities and evaluating areas where we
will be able to take advantage of existing facilities. As management is still in the process of
developing the plans, estimates of associated exit costs and other restructuring costs yet to be
incurred have not been determined at this time.
Community First Bankshares Acquisition
During the fourth quarter of 2004, the Company acquired Community First Bankshares, Inc.
(Community First). The acquisition was accounted for in accordance with Statement of Financial
Accounting Standard No. 141 Business Combinations. Accordingly, the purchase price was
preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated
fair values at the acquisition date.
The following table summarizes the Community First Balance Sheet on November 1, 2004,
including the effects of purchase accounting adjustments:
(Dollars in thousands) | ||||
Assets |
||||
Cash and cash equivalents |
$ | 228,233 | ||
Securities available for sale |
1,458,677 | |||
Net loans and leases |
3,394,490 | |||
Goodwill |
914,367 | |||
Intangibles |
96,021 | |||
Other assets |
313,431 | |||
Total Assets |
$ | 6,405,219 | ||
Liabilities and Stockholders Equity |
||||
Deposits |
$ | 4,511,754 | ||
Debt |
603,318 | |||
Other liabilities |
95,241 | |||
Total Liabilities |
5,210,313 | |||
Stockholders equity |
1,194,906 | |||
Total Liabilities and Stockholders Equity |
$ | 6,405,219 | ||
33
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table summarizes the purchase price allocation of the Community First
acquisition.
(Dollars in thousands) | ||||
Total purchase price of Community First, including transaction costs |
$ | 1,199,459 | ||
Equity of Community First prior to acquisition by BancWest |
352,693 | |||
Excess of pushed down equity over the carrying value of net assets acquired |
846,766 | |||
Estimated adjustments to reflect assets acquired and liabilities assumed at fair
value: |
||||
Sublease loss reserve |
1,196 | |||
Loans and leases |
27,104 | |||
Premises and equipment |
(4,989 | ) | ||
Other assets |
4,193 | |||
Severance and employee relocation |
7,587 | |||
Contract terminations |
5,496 | |||
Identifiable intangibles |
(3,218 | ) | ||
Deposits |
8,985 | |||
Debt |
15,093 | |||
Other liabilities and taxes |
6,154 | |||
Estimated fair value adjustments related to net assets acquired |
67,601 | |||
Estimated goodwill resulting from the merger with Community First |
$ | 914,367 | ||
The following unaudited pro forma condensed financial information presents the results of
operations of the Company had the Community First acquisition occurred as of January 1, 2004, 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 which would have occurred had the Community First acquisition been consummated as of
January 1, 2004.
(Unaudited) | (Unaudited) | |||||||
(Dollars in thousands) | Three Months Ended | Six Months Ended | ||||||
June 30, 2004 | June 30, 2004 | |||||||
Net interest income |
$ | 382,670 | $ | 763,684 | ||||
Provision for loan and lease losses |
14,267 | 35,497 | ||||||
Noninterest income |
132,932 | 256,985 | ||||||
Noninterest expense |
284,108 | 555,415 | ||||||
Income before income taxes |
217,227 | 429,757 | ||||||
Provision for income taxes |
84,741 | 167,197 | ||||||
Net Income |
$ | 132,486 | $ | 262,560 | ||||
Exit costs related to Community First activities were recorded as purchase accounting
adjustments resulting in an increase to goodwill. We anticipate that cash outlays for exit and
restructuring costs should be substantially completed by the end of 2005. Below is a summarization
of the exit cost activity related to the Community First acquisition.
Severance and | Contract | Sublease loss | Fixed | Prepaid | ||||||||||||||||||||||||
(Dollars in thousands) | Relocation | Terminations | Reserves | Assets | Expenses | Other | Total | |||||||||||||||||||||
Balance, December 31, 2004 |
$ | 7,557 | $ | 5,810 | $ | 1,196 | $ | 10,431 | $ | 383 | $ | | $ | 25,377 | ||||||||||||||
Adjustments, net |
30 | (314 | ) | | 401 | 640 | 1,763 | 2,520 | ||||||||||||||||||||
Cash Payments |
(4,368 | ) | (4,661 | ) | (132 | ) | | | (165 | ) | (9,326 | ) | ||||||||||||||||
Balance, June 30, 2005 |
$ | 3,219 | $ | 835 | $ | 1,064 | $ | 10,832 | $ | 1,023 | $ | 1,598 | $ | 18,571 | ||||||||||||||
34
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
3. Derivative Financial Instruments
Any portion of the changes in the fair value of a derivative designated as a hedge that is
deemed ineffective is recorded in current period earnings; this amount was not material in the
three and six months ended June 30, 2005 and 2004.
Fair Value Hedges
The Company has various derivative instruments that hedge the fair values of recognized assets
or liabilities or of unrecognized firm commitments. At June 30, 2005, the Company carried an
interest rate swap of $2.6 million with a fair value loss of $0.5 million that was a hedge for a
commercial loan. The Company receives 1-month LIBOR and pays a fixed rate of 8.32%. At June 30,
2004, the Company carried $2.7 million of such swaps with a fair value loss of $0.5 million. In
addition, at June 30, 2005, the Company carried interest rate swaps totaling $76.1 million with
fair value gains of $0.1 million and fair value losses of $3.5 million that were categorized as
fair value hedges for commercial and commercial real estate loans. The Company receives 6-month
LIBOR and pays fixed rates ranging from 3.79% to 7.99%. At June 30, 2004, the Company carried
$78.6 million of such swaps with fair value gains of $0.7 million and fair value losses of $3.3
million.
On November 20, 2002, the Parent executed a $150 million interest rate swap agreement with BNP
Paribas to hedge the fair value of the 9.5% BancWest Capital I Quarterly Income Preferred
Securities (the BWE Capital Securities) issued by BancWest Capital I, which upon adoption of FIN
46,was redesignated to hedge the related subordinated debt. On June 3, 2005, the company
terminated the swap. No gain or loss was recognized upon termination of the swap.
35
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
At June 30, 2005, the Company carried interest rate swaps totaling $5.7 million with fair
value gains of $0.2 million that were categorized as hedges for repurchase agreements. The Company
pays 3-month LIBOR and receives a fixed rate of 8.29%. At June 30, 2004, the Company carried $8.6
million of such swaps with a fair value gain of $0.5 million.
Cash Flow Hedges
At June 30, 2005, the Company carried interest rate swaps of $600 million with fair value
gains of $10.8 million which hedge LIBOR-based commercial loans. The hedges had fair value gains of
$28.2 million at June 30, 2004. The interest rate swaps were entered into during 2001 and mature
in 2006. We pay 3-month LIBOR and receive fixed rates ranging from 5.64% to 5.87%. The net
settlement on the $600 million swaps has increased commercial loan interest income by $7.2 million
for the six months ended June 30, 2005 and by $12.2 million for the six months ended June 30, 2004.
The Company estimates net settlement gains, recorded as commercial loan interest income, of $7.4
million over the next twelve months resulting from these hedges.
At June 30, 2005, the Company carried multiple interest rate swaps totaling $100 million with
fair value gains of $1.5 million and fair value losses of $0.5 million, in order to reduce exposure
to interest rate increases associated with short-term fixed rate liabilities. The swaps hedge
forecasted transactions associated with short-term fixed rate liabilities. These swaps had fair
value gains of $8.4 million at June 30, 2004. The swaps mature as follows: $70 million in 2013,
$20 million in 2018 and $10 million in 2023. We pay fixed rates ranging from 3.65% to 4.58% and
receive 3-month LIBOR. The effect on pretax income from these swaps for the six months ended June
30, 2005 was a loss of $0.7 million compared with a $1.6 million loss at June 30, 2004. The
Company estimates a net increase to interest expense of $0.3 million over the next twelve months
resulting from these hedges.
Free-standing derivative instruments include derivative transactions entered into for risk
management purposes that do not otherwise qualify for hedge accounting. Interest rate lock
commitments issued on residential mortgage loans intended to be held for resale are considered
free-standing derivative instruments. Such commitments are stratified by rates and terms and are
valued based on market quotes for similar loans. Adjustments, including discounting the historical
fallout rate, are then applied to the estimated fair value. Trading activities primarily involve
providing various free-standing interest rate and foreign exchange derivative products to
customers. Interest rate derivative instruments utilized by the Company in its trading operations
include interest rate swaps, caps, floors and collars.
The following table summarizes derivatives held by the Company as of the dates indicated:
June 30, 2005 | December 31, 2004 | June 30, 2004 | ||||||||||||||||||||||||||||||||||
Credit | Credit | Credit | ||||||||||||||||||||||||||||||||||
Notional | Risk | Net Fair | Notional | Risk | Net Fair | Notional | Risk | Net Fair | ||||||||||||||||||||||||||||
(Dollars in thousands) | Amount | Amount | Value | Amount | Amount | Value | Amount | Amount | Value | |||||||||||||||||||||||||||
Held for hedge purposes: |
||||||||||||||||||||||||||||||||||||
Interest rate swaps |
$ | 784,353 | $ | 12,618 | $ | 8,084 | $ | 938,534 | $ | 24,790 | $ | 17,327 | $ | 939,851 | $ | 37,780 | $ | 33,552 | ||||||||||||||||||
Held for trading or free-standing: |
||||||||||||||||||||||||||||||||||||
Interest rate swaps |
1,692,172 | 28,760 | 10,722 | 1,502,706 | 19,558 | 7,856 | 1,322,376 | 19,390 | 7,054 | |||||||||||||||||||||||||||
Purchased interest rate options |
140,488 | 227 | 227 | 143,251 | 203 | 203 | 95,390 | 101 | 101 | |||||||||||||||||||||||||||
Written interest rate options |
173,166 | | (227 | ) | 152,645 | | (203 | ) | 94,406 | | (101 | ) | ||||||||||||||||||||||||
Forward interest rate options |
23,500 | | (82 | ) | 22,000 | | (20 | ) | 22,000 | | (262 | ) | ||||||||||||||||||||||||
Commitments to purchase and sell foreign currencies |
464,412 | 6,923 | 827 | 401,057 | 9,533 | 1,046 | 534,392 | 3,909 | 73 | |||||||||||||||||||||||||||
Purchased foreign exchange options |
3,222 | 37 | 37 | 4,876 | 217 | 217 | 26,550 | 268 | 268 | |||||||||||||||||||||||||||
Written foreign exchange options |
3,222 | | (37 | ) | 4,876 | | (217 | ) | 26,550 | | (268 | ) |
36
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
4. Securities Available for Sale
Amortized cost and fair value of securities available for sale were as follows:
June 30, 2005 | December 31, 2004 | June 30, 2004 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Amortized | Unrealized | Unrealized | Amortized | Unrealized | Unrealized | ||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | ||||||||||||||||||||||||||||||||||||
U.S. Treasury and other U.S. Government
agencies and corporations |
$ | 200,808 | $ | 398 | $ | (1,155 | ) | $ | 200,051 | $ | 266,174 | $ | 263 | $ | (1,745 | ) | $ | 264,692 | $ | 188,879 | $ | 283 | $ | (1,322 | ) | $ | 187,840 | |||||||||||||||||||||
Government-sponsored agencies |
3,122,085 | 2,169 | (22,339 | ) | 3,101,915 | 2,372,319 | 1,374 | (14,868 | ) | 2,358,825 | 1,496,478 | 3,053 | (11,058 | ) | 1,488,473 | |||||||||||||||||||||||||||||||||
Mortgage and asset-backed securities: |
||||||||||||||||||||||||||||||||||||||||||||||||
Government agencies |
194,266 | 1,284 | (510 | ) | 195,040 | 229,827 | 1,741 | (450 | ) | 231,118 | 104,884 | 604 | (1,559 | ) | 103,929 | |||||||||||||||||||||||||||||||||
Government-sponsored agencies |
3,196,036 | 6,147 | (35,441 | ) | 3,166,742 | 3,185,857 | 10,733 | (37,208 | ) | 3,159,382 | 2,313,550 | 11,077 | (55,382 | ) | 2,269,245 | |||||||||||||||||||||||||||||||||
Other |
639,859 | 794 | (2,674 | ) | 637,979 | 487,250 | 3,177 | (2,512 | ) | 487,915 | 579,993 | 4,443 | (3,207 | ) | 581,229 | |||||||||||||||||||||||||||||||||
Collateralized mortgage obligations: |
||||||||||||||||||||||||||||||||||||||||||||||||
Government agencies |
157,791 | | (2,372 | ) | 155,419 | 181,502 | | (2,311 | ) | 179,191 | 197,054 | 14 | (3,494 | ) | 193,574 | |||||||||||||||||||||||||||||||||
Government-sponsored agencies |
620,643 | 363 | (6,896 | ) | 614,110 | 603,173 | 420 | (6,907 | ) | 596,686 | 576,762 | 677 | (8,478 | ) | 568,961 | |||||||||||||||||||||||||||||||||
Other |
840,387 | 3,352 | (5,545 | ) | 838,194 | 568,724 | 154 | (5,565 | ) | 563,313 | 376,241 | 37 | (5,853 | ) | 370,425 | |||||||||||||||||||||||||||||||||
State and political subdivisions |
58,681 | 584 | (868 | ) | 58,397 | 56,081 | 627 | (297 | ) | 56,411 | 7,765 | 191 | (56 | ) | 7,900 | |||||||||||||||||||||||||||||||||
Other |
59,091 | 2 | (2,347 | ) | 56,746 | 59,311 | 103 | (2,384 | ) | 57,030 | 51,473 | | (2,322 | ) | 49,151 | |||||||||||||||||||||||||||||||||
Total securities available for sale |
$ | 9,089,647 | $ | 15,093 | $ | (80,147 | ) | $ | 9,024,593 | $ | 8,010,218 | $ | 18,592 | $ | (74,247 | ) | $ | 7,954,563 | $ | 5,893,079 | $ | 20,379 | $ | (92,731 | ) | $ | 5,820,727 | |||||||||||||||||||||
37
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table presents the unrealized gross losses and fair value of securities in the
securities available for sale portfolio at June 30, 2005, by length of time that individual
securities in each category have been in a continuous loss position. Because the declines in fair
value were a result of changes in market interest rates and the Company has both the ability and
the intent to hold the securities until maturity or the fair value at least equals the recorded
cost, no other-than-temporary impairment was recorded at June 30, 2005.
June 30, 2005 | ||||||||||||||||||||||||
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
(Dollars in thousands) | Losses | Fair Value | Losses | Fair Value | Losses | Fair Value | ||||||||||||||||||
U.S.
Treasury and other U.S. Government
agencies and corporations |
$ | (471 | ) | $ | 76,008 | $ | (684 | ) | $ | 93,623 | $ | (1,155 | ) | $ | 169,631 | |||||||||
Government-sponsored agencies |
(14,770 | ) | 2,119,127 | (7,569 | ) | 542,167 | (22,339 | ) | 2,661,294 | |||||||||||||||
Mortgage and asset-backed securities: |
||||||||||||||||||||||||
Government agencies |
(510 | ) | 73,375 | | | (510 | ) | 73,375 | ||||||||||||||||
Government-sponsored agencies |
(10,222 | ) | 1,682,605 | (25,219 | ) | 879,483 | (35,441 | ) | 2,562,088 | |||||||||||||||
Other |
(1,168 | ) | 322,998 | (1,506 | ) | 136,961 | (2,674 | ) | 459,959 | |||||||||||||||
Collateralized mortgage obligations: |
||||||||||||||||||||||||
Government agencies |
(338 | ) | 39,783 | (2,034 | ) | 115,636 | (2,372 | ) | 155,419 | |||||||||||||||
Government-sponsored agencies |
(958 | ) | 161,641 | (5,938 | ) | 352,504 | (6,896 | ) | 514,145 | |||||||||||||||
Other |
(2,528 | ) | 402,064 | (3,017 | ) | 141,035 | (5,545 | ) | 543,099 | |||||||||||||||
States and political subdivisions |
(863 | ) | 1,020 | (5 | ) | 370 | (868 | ) | 1,390 | |||||||||||||||
Other |
(454 | ) | 18,902 | (1,893 | ) | 19,351 | (2,347 | ) | 38,253 | |||||||||||||||
Total securities available for sale |
$ | (32,282 | ) | $ | 4,897,523 | $ | (47,865 | ) | $ | 2,281,130 | $ | (80,147 | ) | $ | 7,178,653 | |||||||||
Gross realized gains and losses on securities available for sale for the periods
indicated were as follows:
Three Months Ended June 30, | Six Months Ended June 30 , | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Realized gains |
$ | 3 | $ | 691 | $ | 422 | $ | 1,059 | ||||||||
Realized losses |
(6 | ) | | (7 | ) | (1 | ) | |||||||||
Realized net gains |
$ | (3 | ) | $ | 691 | $ | 415 | $ | 1,058 | |||||||
38
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
5. Loans and Leases
The following table sets forth the loan and lease portfolio by major categories for the
periods indicated:
June 30, 2005 | December 31, 2004 | June 30, 2004 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Commercial, financial and agricultural |
$ | 5,988,395 | 17.6 | % | $ | 6,027,376 | 18.4 | % | $ | 4,738,271 | 17.4 | % | ||||||||||||
Real estate: |
||||||||||||||||||||||||
Commercial |
6,860,866 | 20.2 | 6,706,882 | 20.5 | 5,286,412 | 19.4 | ||||||||||||||||||
Construction |
1,570,090 | 4.6 | 1,493,723 | 4.6 | 1,036,993 | 3.8 | ||||||||||||||||||
Residential |
7,689,252 | 22.7 | 6,700,462 | 20.5 | 5,479,017 | 20.2 | ||||||||||||||||||
Total real estate loans |
16,120,208 | 47.5 | 14,901,067 | 45.6 | 11,802,422 | 43.4 | ||||||||||||||||||
Consumer |
9,353,881 | 27.6 | 9,243,731 | 28.3 | 8,092,565 | 29.8 | ||||||||||||||||||
Lease financing |
2,115,097 | 6.2 | 2,132,578 | 6.5 | 2,192,436 | 8.1 | ||||||||||||||||||
Foreign loans |
378,842 | 1.1 | 384,091 | 1.2 | 364,129 | 1.3 | ||||||||||||||||||
Total loans and leases |
$ | 33,956,423 | 100.0 | % | $ | 32,688,843 | 100.0 | % | $ | 27,189,823 | 100.0 | % | ||||||||||||
Outstanding loan balances at June 30, 2005, December 31, 2004 and June 30, 2004 are net of
unearned income, including net deferred loan fees, of $264.7 million, $283.0 million and $311.9
million, respectively.
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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
6. Allowance for Loan and Lease Losses
The following table sets forth the activity in the allowance for loan and lease losses for the
periods indicated:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at beginning of period |
$ | 432,762 | $ | 396,487 | $ | 436,391 | $ | 391,699 | ||||||||
Provision for loan and lease losses |
3,224 | 11,900 | 14,324 | 30,765 | ||||||||||||
Loans and leases charged off: |
||||||||||||||||
Commercial, financial and agricultural |
2,389 | 2,179 | 4,480 | 4,316 | ||||||||||||
Real estate: |
||||||||||||||||
Commercial |
516 | 796 | 824 | 1,089 | ||||||||||||
Residential |
569 | 54 | 736 | 74 | ||||||||||||
Consumer |
15,761 | 13,552 | 32,959 | 27,066 | ||||||||||||
Lease financing |
3,175 | 4,041 | 7,246 | 9,485 | ||||||||||||
Foreign |
362 | 440 | 709 | 1,171 | ||||||||||||
Total loans and leases charged off |
22,772 | 21,062 | 46,954 | 43,201 | ||||||||||||
Recoveries on loans and leases previously charged off: |
||||||||||||||||
Commercial, financial and agricultural |
3,125 | 2,418 | 4,973 | 4,873 | ||||||||||||
Real estate: |
||||||||||||||||
Commercial |
310 | 54 | 716 | 180 | ||||||||||||
Construction |
1 | 34 | 1 | 68 | ||||||||||||
Residential |
201 | 277 | 398 | 476 | ||||||||||||
Consumer |
4,712 | 3,371 | 8,801 | 6,610 | ||||||||||||
Lease financing |
1,559 | 2,513 | 3,437 | 4,278 | ||||||||||||
Foreign |
172 | 109 | 1,207 | 353 | ||||||||||||
Total recoveries on loans and leases previously charged off |
10,080 | 8,776 | 19,533 | 16,838 | ||||||||||||
Net charge-offs |
(12,692 | ) | (12,286 | ) | (27,421 | ) | (26,363 | ) | ||||||||
Balance at end of period |
$ | 423,294 | $ | 396,101 | $ | 423,294 | $ | 396,101 | ||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
7. Goodwill and Intangible Assets
We perform the impairment testing of goodwill required under FAS No. 142 annually in the
fourth quarter. The impairment analysis is performed using a discounted cash flows model. The
table below provides the breakdown of goodwill by reportable segment and the change during the
year.
Bank of the West | First Hawaiian Bank | |||||||||||||||||||||||||||||||||||
Regional | Commercial | Consumer | Retail | Consumer | Commercial | Financial | Consolidated | |||||||||||||||||||||||||||||
(Dollars in millions) | Banking | Banking | Finance | Banking | Finance | Banking | Management | BancWest | Totals | |||||||||||||||||||||||||||
Balance as of December 31, 2004: |
$ | 2,127 | $ | 708 | $ | 308 | $ | 650 | $ | 216 | $ | 118 | $ | 11 | $ | 175 | $ | 4,313 | ||||||||||||||||||
Purchase accounting adjustment: |
||||||||||||||||||||||||||||||||||||
Trinity Capital |
| 1 | | | | | | | 1 | |||||||||||||||||||||||||||
Community First |
2 | | | | | | | | 2 | |||||||||||||||||||||||||||
USDB |
170 | | | | | | | (170 | ) | -- | ||||||||||||||||||||||||||
Balance as of June 30, 2005: |
$ | 2,299 | $ | 709 | $ | 308 | $ | 650 | $ | 216 | $ | 118 | $ | 11 | $ | 5 | $ | 4,316 | ||||||||||||||||||
Amortization of finite-lived intangible assets was $10.0 million and $5.8 million for the
three-month periods ended June 30, 2005 and 2004, respectively, and $20.0 million and $11.5 million
for the six-month periods ended June 30, 2005 and 2004, respectively. The estimated annual
amortization expense for finite-lived intangible assets, primarily core deposit intangibles is:
(Dollars in thousands) | ||||
Estimate for the six months ending
December 31, 2005 |
$ | 19,953 | ||
Estimate for years ending December 31, |
||||
2006 |
$ | 37,308 | ||
2007 |
35,002 | |||
2008 |
33,078 | |||
2009 |
31,471 | |||
2010 |
30,138 |
The details of our finite-lived intangible assets are presented below:
Gross Carrying | Accumulated | Net Book | ||||||||||
(Dollars in thousands) | Amount | Amortization | Value | |||||||||
Balance as of June 30, 2005: |
||||||||||||
Core Deposits |
$ | 330,206 | $ | 88,572 | $ | 241,634 | ||||||
Other Intangible Assets |
11,101 | 1,106 | 9,995 | |||||||||
Total |
$ | 341,307 | $ | 89,678 | $ | 251,629 | ||||||
Balance as of December 31, 2004: |
||||||||||||
Core Deposits |
$ | 330,206 | $ | 69,141 | $ | 261,065 | ||||||
Other Intangible Assets |
12,000 | 575 | 11,425 | |||||||||
Total |
$ | 342,206 | $ | 69,716 | $ | 272,490 | ||||||
Balance as of June 30, 2004: |
||||||||||||
Core Deposits |
$ | 230,538 | $ | 54,708 | $ | 175,830 | ||||||
Total |
$ | 230,538 | $ | 54,708 | $ | 175,830 | ||||||
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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
8. Regulatory Capital Requirements
Quantitative measures established by regulation to ensure capital adequacy require the
Companys depository institution subsidiaries to maintain minimum amounts and ratios of Tier 1 and
Total capital to risk-weighted assets, and Tier 1 capital to average assets. The table below sets
forth those ratios at June 30, 2005.
To Be Well | ||||||||||||||||||||||||
Capitalized | ||||||||||||||||||||||||
Under Prompt | ||||||||||||||||||||||||
For Required | Corrective Action | |||||||||||||||||||||||
Actual | Minimum Capital | Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Tier 1 Capital to Risk-Weighted |
||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Bank of the West |
$ | 3,516,231 | 10.81 | % | $ | 1,301,265 | 4.00 | % | $ | 1,951,897 | 6.00 | % | ||||||||||||
First Hawaiian Bank |
1,042,980 | 13.62 | 306,408 | 4.00 | 459,612 | 6.00 | ||||||||||||||||||
Total Capital to Risk-Weighted |
||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Bank of the West |
$ | 4,037,327 | 12.41 | % | $ | 2,602,530 | 8.00 | % | $ | 3,253,162 | 10.00 | % | ||||||||||||
First Hawaiian Bank |
1,204,308 | 15.72 | 612,815 | 8.00 | 766,019 | 10.00 | ||||||||||||||||||
Tier 1 Capital to Average |
||||||||||||||||||||||||
Assets (leverage ratio) (1): |
||||||||||||||||||||||||
Bank of the West |
$ | 3,516,231 | 9.26 | % | $ | 1,519,371 | 4.00 | % | $ | 1,899,214 | 5.00 | % | ||||||||||||
First Hawaiian Bank |
1,042,980 | 10.62 | 392,865 | 4.00 | 491,081 | 5.00 |
(1) | The leverage ratio consists of the ratio of Tier 1 capital to average assets excluding goodwill and certain other items. The minimum leverage ratio guideline is three percent for banking organizations that do not anticipate or are not experiencing significant growth, and that have well-diversified risk, excellent asset quality, high liquidity, good earnings, a strong banking organization, and are rated a composite 1 under the Uniform Financial Institution Rating System established by the Federal Financial Institution Examination Council. For all others, the minimum ratio is 4%. |
Because we are a financial holding company, only our depository institution subsidiaries
are subject to regulatory capital requirements administered by the federal banking agencies. If
these subsidiaries fail to meet minimum capital requirements, the federal agencies can initiate
certain mandatory actions. Such regulatory actions could have a material effect on the Companys
financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action,
our 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.
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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
9. Pension and Other Postretirement Benefit Plans
The Company sponsors two noncontributory qualified defined benefit pension plans in addition
to unfunded nonqualified benefit pension plans that provide excess and supplemental benefits.
Prior to June 30, 2004, the Company sponsored three postretirement benefit plans.
Subsequently, two of the plans were amended for eligible employees who retire after such date. The
amendment places a cap on the funding of plans and combined the two plans into one single plan.
The following table sets forth the components of the net periodic benefit cost for the three
months ending June 30:
Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Service cost |
$ | 2,956 | $ | 2,260 | $ | 378 | $ | 381 | ||||||||
Interest cost |
6,727 | 6,569 | 582 | 655 | ||||||||||||
Expected return on plan assets |
(9,675 | ) | (8,159 | ) | | | ||||||||||
Amortization of prior service cost |
| | (281 | ) | (218 | ) | ||||||||||
Recognized net actuarial loss |
3,778 | 1,515 | 166 | 124 | ||||||||||||
Total benefit cost |
$ | 3,786 | $ | 2,185 | $ | 845 | $ | 942 | ||||||||
The following table sets forth the components of the net periodic benefit cost for the six
months ending June 30:
Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Service cost |
$ | 5,912 | $ | 4,520 | $ | 756 | $ | 933 | ||||||||
Interest cost |
13,595 | 13,137 | 1,164 | 1,309 | ||||||||||||
Expected return on plan assets |
(18,508 | ) | (16,318 | ) | | | ||||||||||
Amortization of prior service cost |
| | (562 | ) | (218 | ) | ||||||||||
Recognized net actuarial loss |
7,324 | 3,030 | 332 | 241 | ||||||||||||
Total benefit cost |
$ | 8,323 | $ | 4,369 | $ | 1,690 | $ | 2,265 | ||||||||
The following table sets forth the components of the net periodic benefit cost for our funded
plans at June 30:
Funded Pension Benefits | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Service cost |
$ | 2,475 | $ | 1,761 | $ | 4,950 | $ | 3,521 | ||||||||
Interest cost |
5,570 | 5,530 | 11,242 | 11,061 | ||||||||||||
Expected return on plan assets |
(9,675 | ) | (8,159 | ) | (18,508 | ) | (16,318 | ) | ||||||||
Recognized net actuarial loss |
3,005 | 1,274 | 5,923 | 2,549 | ||||||||||||
Net
periodic benefit cost |
$ | 1,375 | $ | 406 | $ | 3,607 | $ | 813 | ||||||||
Contributions
The Company expects to contribute $4.2 million to its defined benefit pension plans and $3.4
million to its other postretirement benefit plans in 2005. These contributions are estimated
needs for the unfunded plans and may vary depending on retirements during 2005. Of these amounts,
the Company has contributed to its defined benefit pension and other postretirement benefit plans
$1.9 million and $1.7 million, respectively, as of June 30, 2005. No contributions to the pension
trust for funded plans are expected to be made during 2005.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
10. Operating Segments
Our reportable segments are the operating segments that we use in our internal reporting at
BOW and FHB. BOWs segments operate primarily in Arizona, California, Colorado, Idaho, Iowa,
Minnesota, Nebraska, Nevada, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington,
Wisconsin and Wyoming. As discussed below, certain BOW segments conduct business nationwide.
Although FHBs segments operate primarily in Hawaii, it also has operations outside the state, such
as leveraged leases, international banking and branches in Guam and Saipan.
The results of each segment are determined by our management accounting process, which assigns
balance sheet and income statement items to each reporting segment. The net interest income of each
segment includes the results of the respective banks transfer pricing process, which assesses an
internal funds charge on all segment assets and provides a funds credit on all segment liabilities.
The internal charges and credits assigned to each asset and liability are intended to match the
maturity, repayment and interest rate characteristics of that asset or liability. With the
exception of goodwill, assets are allocated to each business segment on the basis of assumed
benefit to their business operations. Goodwill is assigned on the basis of projected future
earnings of the segments. The process of management accounting is dynamic and subjective. There is
no comprehensive or authoritative guidance which can be followed. Changes in management structure
and/or the allocation process may result in changes in allocations and transfers. In that case,
results for prior periods would be (and have been) reclassified for comparability. Results for
2004 have been reclassified to reflect changes in the organizational hierarchy, including the
Private Banking reorganization at First Hawaiian Bank, and tax provision allocation methodology
applied in 2005.
Bank of the West
BOW manages its operations through three operating segments: Regional Banking, Commercial
Banking and Consumer Finance.
Regional Banking
Regional Banking seeks to serve a broad customer base by offering a wide range of retail and
commercial banking products. Deposit products offered by this segment include checking accounts,
savings deposits, market rate accounts, individual retirement accounts and time deposits. Regional
Banking utilizes its branch network in sixteen states as its principal funding source. BOWs
telephone banking service, a network of automated teller machines and the online eTimeBanker
service provide retail customers with other means of accessing and managing their accounts.
Through its branch network, this business segment originates a variety of consumer loans,
including real estate secured installment loans and lines of credit and, to a lesser extent, other
collateralized and non-collateralized installment loans. In addition, Regional Banking originates
and holds a portfolio of first mortgage loans on 1-4 family residences. Through commercial banking
operations conducted from its branch network, Regional Banking offers a wide range of commercial
banking products intended to serve the needs of smaller community-based businesses. These include
originations of standardized loan and deposit products for businesses with relatively simple
banking and financing needs. Regional Banking also provides a number of fee-based products and
private banking services including trust, insurance and investment services.
More complex and customized commercial banking services are offered through the segments
Business Banking Centers which serve clusters of branches and provide lending, deposit and cash
management services to companies operating in the respective market areas. Business Banking
Centers support commercial lending activities for middle market business customers in locations
throughout California, as well as Portland, Oregon, Reno and Las Vegas, Nevada, Albuquerque and Las
Cruces, New Mexico, and Salt Lake City, Utah.
Through its insurance subsidiary, BW Insurance Agency, Regional Banking offers a wide variety
of insurance services for both individuals and small businesses. The BW Insurance Agency product
set includes auto, home and life, as well as numerous commercial insurance options. The company
operates 57 insurance agencies in eight states: Colorado, Iowa, Minnesota, Nebraska, North Dakota,
South Dakota, Utah and Wyoming.
BancWest Investment Services Inc., (BWIS), another subsidiary, offers individuals a wide array
of mutual funds, annuities, IRA accounts, other tax-advantaged accounts and education savings
plans. BWIS operates its own broker/dealer and employs licensed investment specialists to meet
with clients in branches or at their clients place of business. Currently, Community First
Investment Services continues to serve states in the former Community First Bank footprint.
Conversion of these relationships to BWIS is scheduled for the fourth quarter of 2005.
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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The Regional Banking Segment also includes a Pacific Rim Division which offers multilingual
services through a branch network in predominately Asian American communities in California, with
specialized domestic and international products and services for both individuals and companies.
Commercial Banking
The Commercial Banking Segment is comprised of several divisions: Commercial Banking Division,
Agribusiness Banking Division, Real Estate Industries Division, Leasing Division and Specialty
areas. The Commercial Banking Division supports business clients with revenues between $25 million
and $500 million, focusing on relationship banking including deposit generation as well as lending
activities. The Agribusiness Banking Division serves all agribusiness and rural commercial
clients. The Real Estate Industries Division provides construction financing to large regional and
national real estate developers for residential and commercial projects. Interim and permanent
financing is available on these commercial real estate projects. Equipment leasing is available
through the Companys commercial offices, branches and brokers across the nation. Our subsidiary,
Trinity Capital, specializes in nationwide vendor leasing and servicing programs for manufacturers
in specific markets.
The Commercial Banking Segment also includes specialty areas: Church Lending, Small
Business Administration (SBA), Health Care, Credit Union, Government, Correspondent Banking and
Cash Management Services.
The Commercial Banking Segment also provides trade finance and functions as an agent in
commercial, agribusiness and real estate syndication transactions, as well as providing fixed
income investment opportunities, foreign exchange and derivative transactions through its Capital
Markets unit.
In addition, the Wealth Management Division provides trust and asset management services to a
broad spectrum of clientele throughout the Companys footprint.
Consumer Finance
The Consumer Finance Segment targets the origination of auto loans and leases in the western
and mid-western United States, and recreational vehicle and marine loans nationwide, with emphasis
on originating credits at the high end of the credit spectrum. These loans and leases are
originated through a network of auto dealers and recreational vehicle and marine dealers serviced
by sales representatives located throughout the country. This segment also includes BOWs wholly
owned subsidiary, Essex Credit Corporation, which focuses on the origination of marine and
recreational vehicle loans directly with customers. Essex has office locations throughout the
United States.
First Hawaiian Bank
FHB manages its operations through the following business segments: Retail Banking, Consumer
Finance, Commercial Banking and Financial Management.
Retail Banking
FHBs Retail Banking Segment operates through 56 banking offices located throughout Hawaii.
FHB also operates three branches in Guam and two branches in Saipan.
The focus of FHBs retail/community banking strategy is primarily Hawaii. Through its
significant market share in Hawaii, FHB already has product or service relationships with a
majority of the households in the State. Therefore, a key goal of its retail community banking
strategy is to build those relationships by cross-selling additional products and services to
existing individual and business customers.
In pursuing the community banking markets in Hawaii, Guam and Saipan, FHB seeks to serve a
broad customer base by furnishing a full range of retail and commercial banking products. Through
its branch network, FHB generates first-mortgage loans on residences and a variety of consumer
loans, consumer lines of credit and second mortgages. To complement its branch network and serve
these customers, FHB operates a system of automated teller machines, a 24-hour phone center in
Honolulu and a full-service internet banking system. Through commercial banking operations
conducted from its branch network, FHB offers a wide range of banking products intended to serve
the needs of smaller, community-based businesses. FHB also provides a number of fee-based products
and services such as annuities and mutual funds, insurance and securities brokerage. The First
Investment Center of FHB makes available annuities, mutual funds and other securities through BWIS.
45
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The Private Banking Department within FHBs Retail Banking Segment provides a wide range of
private banking services and products to high-net-worth individuals.
Consumer Finance
Consumer Finance offers many types of loans to consumers, including lines of credit
(uncollateralized or collateralized) and various types of personal and automobile loans. FHB also
provides indirect consumer automobile financing on new and used autos by purchasing finance
contracts from dealers.
Consumer Finance also makes residential real estate loans, including home-equity loans, to
enable borrowers to purchase, refinance, improve or construct residential real property. The loans
are collateralized by mortgage liens on the related property, substantially all located in Hawaii.
FHB also originates residential real estate loans for sale on the secondary market.
Commercial Banking
Commercial Banking is a major lender to small and medium-sized businesses in Hawaii, Guam and
Saipan. Lending services include receivable and inventory financing, term loans for equipment
acquisition and facilities expansion and trade finance letters of credit. To support the funds
management needs of both commercial banking customers and large private and public deposit
relationships maintained with the Company, FHB operates a Cash Management Department which provides
a full range of innovative and relationship-focused cash management services.
Real Estate Lending-Commercial provides interim construction, residential development and
permanent financing for commercial real estate projects, including retail facilities, warehouses
and office buildings. FHB also does lease-to-fee conversion financing for condominium associations
and cooperatives.
International Banking Services provides international banking products and services through
FHBs branch system, its Japan Business Development Department in Honolulu, a Grand Cayman branch,
three Guam branches, two branches in Saipan and a representative office in Tokyo, Japan. FHB
maintains a network of correspondent banking relationships throughout the world. FHBs
trade-related international banking activities are concentrated in the Asia-Pacific area.
Leasing provides leasing services for businesses from heavy equipment to office computer and
communication systems.
Financial Management
The Financial Management Segment consists of the FHB Trust Division and a wholly owned FHB
subsidiary, Bishop Street Capital Management (BSCM). Financial Management offers asset management,
advisory and administrative services for estates, trusts and individuals. It also acts as trustee
and custodian of retirement and other employee benefit plans. At June 30, 2005, Financial
Management actively managed $3.6 billion in assets. Total assets actively managed and/or held in
custody were valued at $9.2 billion.
46
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BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The tables below present information about the Companys operating segments as of or for the
periods indicated:
Bank of the West | First Hawaiian Bank | |||||||||||||||||||||||||||||||||||||||||||||||
Regional | Commercial | Consumer | Retail | Consumer | Commercial | Financial | Other | Reconciling | Consolidated | |||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | Banking | Banking | Finance | Other(1) | Banking | Finance | Banking | Management | Other(2) | BancWest(3) | Items(4) | Totals | ||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2005: |
||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income |
$ | 182.7 | $ | 88.6 | $ | 55.9 | $ | 16.5 | $ | 71.5 | $ | 19.8 | $ | 8.3 | $ | | $ | (6.1 | ) | $ | (42.3 | ) | $ | | $ | 394.9 | ||||||||||||||||||||||
Noninterest income |
64.3 | 21.9 | 7.5 | 4.4 | 14.7 | 7.8 | 0.8 | 7.1 | 5.2 | (0.5 | ) | | 133.2 | |||||||||||||||||||||||||||||||||||
Noninterest expense |
159.9 | 37.1 | 22.8 | 3.4 | 44.1 | 10.9 | 1.5 | 5.7 | (3.6 | ) | 1.8 | | 283.6 | |||||||||||||||||||||||||||||||||||
Provision for loan and lease losses |
3.7 | (9.8 | ) | 6.7 | (0.6 | ) | 1.0 | 3.1 | 0.2 | | | (1.1 | ) | | 3.2 | |||||||||||||||||||||||||||||||||
Tax provision (benefit) |
23.3 | 31.4 | 14.4 | 15.8 | 15.8 | 5.2 | 2.5 | 0.5 | 0.8 | (17.5 | ) | | 92.2 | |||||||||||||||||||||||||||||||||||
Net income (loss) |
$ | 60.1 | $ | 51.8 | $ | 19.5 | $ | 2.3 | $ | 25.3 | $ | 8.4 | $ | 4.9 | $ | 0.9 | $ | 1.9 | $ | (26.0 | ) | $ | | $ | 149.1 | |||||||||||||||||||||||
Assets at June 30 |
13,311 | 11,079 | 9,460 | 8,054 | 4,178 | 1,673 | 1,300 | 17 | 3,820 | 9,272 | (9,648 | ) | 52,516 | |||||||||||||||||||||||||||||||||||
Goodwill at June 30 |
2,299 | 709 | 308 | | 650 | 216 | 118 | 11 | | 5 | | 4,316 | ||||||||||||||||||||||||||||||||||||
Average assets |
14,193 | 10,294 | 9,104 | 7,766 | 4,139 | 1,590 | 1,264 | 17 | 3,821 | 9,222 | (9,594 | ) | 51,816 | |||||||||||||||||||||||||||||||||||
Average loans and leases |
10,118 | 9,126 | 8,740 | | 3,137 | 1,406 | 1,064 | | 27 | 11 | (35 | ) | 33,594 | |||||||||||||||||||||||||||||||||||
Average deposits |
19,937 | 4,785 | 14 | 2,219 | 7,802 | 10 | 49 | 33 | 224 | | (73 | ) | 35,000 | |||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2004: |
||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income |
$ | 121.8 | $ | 79.4 | $ | 51.2 | $ | 22.1 | $ | 58.6 | $ | 20.0 | $ | 8.9 | $ | | $ | (6.6 | ) | $ | (33.1 | ) | $ | | $ | 322.3 | ||||||||||||||||||||||
Noninterest income |
44.6 | 16.7 | 6.5 | 2.0 | 15.0 | 7.0 | 7.9 | 6.6 | 3.7 | | | 110.0 | ||||||||||||||||||||||||||||||||||||
Noninterest expense |
107.1 | 34.0 | 21.4 | 6.0 | 45.0 | 10.0 | 5.0 | 6.0 | (6.2 | ) | 3.9 | | 232.2 | |||||||||||||||||||||||||||||||||||
Provision for loan and lease losses |
1.7 | | 6.9 | | 1.1 | 2.2 | 0.2 | | (0.2 | ) | | | 11.9 | |||||||||||||||||||||||||||||||||||
Tax provision (benefit) |
22.5 | 24.6 | 11.4 | 7.4 | 10.2 | 5.9 | 4.3 | 0.2 | 2.1 | (15.2 | ) | | 73.4 | |||||||||||||||||||||||||||||||||||
Net income (loss) |
$ | 35.1 | $ | 37.5 | $ | 18.0 | $ | 10.7 | $ | 17.3 | $ | 8.9 | $ | 7.3 | $ | 0.4 | $ | 1.4 | $ | (21.8 | ) | $ | | $ | 114.8 | |||||||||||||||||||||||
Assets at June 30 |
8,013 | 9,120 | 8,536 | 5,144 | 3,760 | 1,575 | 1,244 | 25 | 3,412 | 7,153 | (7,718 | ) | 40,264 | |||||||||||||||||||||||||||||||||||
Goodwill at June 30 |
1,214 | 708 | 308 | | 650 | 216 | 118 | 11 | | 5 | | 3,230 | ||||||||||||||||||||||||||||||||||||
Average assets |
7,978 | 8,959 | 8,445 | 4,755 | 3,682 | 1,556 | 1,237 | 23 | 3,287 | 7,166 | (7,745 | ) | 39,343 | |||||||||||||||||||||||||||||||||||
Average loans and leases |
5,943 | 7,603 | 8,019 | 9 | 2,693 | 1,368 | 1,064 | 9 | 33 | 40 | (34 | ) | 26,747 | |||||||||||||||||||||||||||||||||||
Average deposits |
14,639 | 3,480 | 11 | 1,822 | 7,009 | 8 | 21 | 26 | 192 | | (91 | ) | 27,117 |
Bank of the West | First Hawaiian Bank | |||||||||||||||||||||||||||||||||||||||||||||||
Regional | Commercial | Consumer | Retail | Consumer | Commercial | Financial | Other | Reconciling | Consolidated | |||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | Banking | Banking | Finance | Other(1) | Banking | Finance | Banking | Management | Other(2) | BancWest(3) | Items(4) | Totals | ||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, 2005: |
||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income |
$ | 359.2 | $ | 170.5 | $ | 112.0 | $ | 45.9 | $ | 139.9 | $ | 38.8 | $ | 15.8 | $ | | $ | (11.9 | ) | $ | (80.9 | ) | $ | | $ | 789.3 | ||||||||||||||||||||||
Noninterest income |
122.6 | 40.2 | 15.0 | 7.7 | 29.2 | 15.7 | 2.2 | 14.6 | 9.9 | (1.0 | ) | | 256.1 | |||||||||||||||||||||||||||||||||||
Noninterest expense |
321.8 | 72.4 | 44.9 | 14.8 | 87.0 | 21.8 | 2.9 | 12.0 | (5.8 | ) | 3.9 | | 575.7 | |||||||||||||||||||||||||||||||||||
Provision for loan and lease losses |
5.3 | (10.0 | ) | 13.2 | (0.5 | ) | 0.8 | 5.2 | 0.4 | | 0.9 | (1.0 | ) | | 14.3 | |||||||||||||||||||||||||||||||||
Tax provision (benefit) |
49.9 | 55.5 | 27.6 | 22.3 | 31.6 | 10.7 | 4.9 | 1.0 | 0.9 | (34.8 | ) | | 169.6 | |||||||||||||||||||||||||||||||||||
Net income (loss) |
$ | 104.8 | $ | 92.8 | $ | 41.3 | $ | 17.0 | $ | 49.7 | $ | 16.8 | $ | 9.8 | $ | 1.6 | $ | 2.0 | $ | (50.0 | ) | $ | | $ | 285.8 | |||||||||||||||||||||||
Average assets |
13,515 | 10,413 | 9,249 | 7,634 | 4,096 | 1,580 | 1,244 | 18 | 3,795 | 9,141 | (9,602 | ) | 51,083 | |||||||||||||||||||||||||||||||||||
Average loans and leases |
9,938 | 8,943 | 8,739 | | 3,095 | 1,398 | 1,045 | | 28 | 21 | (34 | ) | 33,173 | |||||||||||||||||||||||||||||||||||
Average deposits |
19,975 | 4,325 | 14 | 2,247 | 7,706 | 10 | 48 | 34 | 219 | | (74 | ) | 34,504 | |||||||||||||||||||||||||||||||||||
Six Months Ended June 30, 2004: |
||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income |
$ | 245.2 | $ | 156.9 | $ | 104.2 | $ | 42.8 | $ | 115.2 | $ | 38.9 | $ | 19.0 | $ | (0.2 | ) | $ | (12.7 | ) | $ | (66.0 | ) | $ | | $ | 643.3 | |||||||||||||||||||||
Noninterest income |
88.2 | 34.6 | 9.2 | 3.4 | 30.0 | 15.3 | 9.4 | 13.8 | 7.9 | (0.3 | ) | | 211.5 | |||||||||||||||||||||||||||||||||||
Noninterest expense |
214.9 | 66.5 | 38.4 | 9.5 | 87.4 | 19.8 | 6.7 | 12.1 | (11.5 | ) | 7.3 | | 451.1 | |||||||||||||||||||||||||||||||||||
Provision for loan and lease losses |
2.2 | 0.4 | 21.8 | | 2.4 | 4.1 | 0.3 | | (0.5 | ) | 0.1 | | 30.8 | |||||||||||||||||||||||||||||||||||
Tax provision (benefit) |
45.8 | 49.1 | 20.9 | 14.5 | 21.4 | 12.1 | 7.3 | 0.6 | 3.6 | (30.2 | ) | | 145.1 | |||||||||||||||||||||||||||||||||||
Net income (loss) |
$ | 70.5 | $ | 75.5 | $ | 32.3 | $ | 22.2 | $ | 34.0 | $ | 18.2 | $ | 14.1 | $ | 0.9 | $ | 3.6 | $ | (43.5 | ) | $ | | $ | 227.8 | |||||||||||||||||||||||
Average assets |
7,897 | 8,802 | 8,274 | 4,693 | 3,627 | 1,514 | 1,257 | 23 | 3,276 | 7,091 | (7,614 | ) | 38,840 | |||||||||||||||||||||||||||||||||||
Average loans and leases |
5,869 | 7,465 | 7,889 | 5 | 2,638 | 1,325 | 1,101 | 9 | 35 | 44 | (36 | ) | 26,344 | |||||||||||||||||||||||||||||||||||
Average deposits |
14,514 | 3,430 | 9 | 1,723 | 6,924 | 8 | 20 | 28 | 195 | | (76 | ) | 26,775 |
47
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(1) | The net interest income and noninterest income items in the Other column are related to Treasury activities and unallocated other income for all periods presented. The noninterest expense items in the Other column are related to Treasury activities and unallocated administrative items for all periods presented. The material average asset items in the Other column relate to unallocated Treasury securities for the periods presented. The material average deposit items in the Other column relate to unallocated Treasury balances for the periods presented. | |
(2) | The net interest income and noninterest income items in the Other column are related to Treasury activities and unallocated other income and transfer pricing charges for all periods presented. The noninterest expense items in the Other column are unallocated administrative items for June 30, 2005. The noninterest expense items in the Other column are primarily from Treasury activities and unallocated administrative items for June 30, 2004. The material average asset items in the Other column are related to unallocated Treasury securities for the periods presented. The material average deposit items in the Other column are related to unallocated Treasury balances for the periods presented. | |
(3) | The Other BancWest column consists primarily of BancWest Corporation (Parent Company) and FHL Lease Holding Company, Inc. | |
(4) | The reconciling items are intercompany eliminations. |
48
Table of Contents
BancWest Corporation and Subsidiaries
EXHIBITS
EXHIBITS
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On April 19, 2005, BNP Paribas executed consent resolutions electing directors of the
registrant for a one-year term or until the election of their successors. The consent resolutions
also elected PricewaterhouseCoopers to serve as the registrants auditor. The individuals elected
as directors were:
Frank J. Bonetto
|
Michel Larrouilh | |
François Dambrine
|
A. Ewan Macdonald | |
Gérard Denot
|
Pierre Mariani | |
W. Allen Doane
|
Don J. McGrath | |
Walter A. Dods, Jr.
|
Rodney R. Peck | |
Robert A. Fuhrman
|
Edouard A. Sautter | |
Paul Mullin Ganley
|
Eric K. Shinseki | |
John A. Hoag
|
John K. Tsui | |
Donald G. Horner
|
Jacques Henri Wahl | |
Bert T. Kobayashi, Jr. |
Item 6. Exhibits
The Exhibits listed below are filed or incorporated by reference as part of this Report.
(a) Exhibits
2.1 | Agreement and Plan of Merger dated as of June 13, 2005 among Bank of
the West, Bear Merger Co., Inc., and Commercial Federal Corporation,
incorporated by reference to Exhibit 2.1 to the registrants Report
on Form 8-K dated June 13, 2005. |
|||
10.1 | Stock Purchase Agreement dated April 28, 2005 between BancWest
Corporation and BNP Paribas S.A., concerning Bank of the West common
stock, incorporated by reference to Exhibit 10.1 to the registrants
Report on Form 8-K dated April 28, 2005. |
|||
10.2 | Amended and Restated Stockholders Agreement dated April 28, 2005
between BancWest Corporation and BNP Paribas S.A., concerning Bank
of the West common stock, incorporated by reference to Exhibit 10.2
to the registrants Report on Form 8-K dated April 28, 2005. |
12
|
Statement regarding computation of ratios | |
31
|
Section 302 Certifications | |
32
|
Section 1350 Certifications |
49
Table of Contents
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SIGNATURE
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 |
||||
Date: August 12, 2005 | By | /s/ Douglas C. Grigsby | ||
Douglas C. Grigsby | ||||
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) |
||||
50