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FIRST HAWAIIAN, INC. - Quarter Report: 2005 March (Form 10-Q)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005

OR

     
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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)

Registrant’s 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

Indicate by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes     No P

As of May 5, 2005, the number of outstanding shares of each of the issuer’s classes of
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
March 31, 2005

INDEX

         
        Page
 
       
 
  PART I. FINANCIAL INFORMATION    
  Financial Statements (Unaudited)   21
 
  Consolidated Statements of Income   21
 
  Consolidated Balance Sheets   22
 
  Consolidated Statements of Changes in Stockholder's Equity and Comprehensive Income   23
 
  Consolidated Statements of Cash Flows   24
 
  Notes to Consolidated Financial Statements   25
  Management's Discussion and Analysis of Financial Condition and Results of Operations   2
 
  Consolidated Financial Highlights   2
 
  Forward-Looking Statements   3
 
  Overview   4
 
  Critical Accounting Estimates   4
 
  Financial Overview   5
 
  Results of Operations   5
 
  Net Interest Income   5
 
  Noninterest Income   8
 
  Noninterest Expense   9
 
  Income Taxes   9
 
  Operating Segments   10
 
  Securities Available For Sale   12
 
  Loans and Leases   12
 
  Nonperforming Assets and Restructured Loans   13
 
  Provision and Allowance for Loan and Lease Losses   14
 
  Deposits   15
 
  Capital   15
 
  Liquidity Management   15
 
  Recent Accounting Standards   17
  Quantitative and Qualitative Disclosures About Market Risk   18
  Controls and Procedures   20
 
  PART II. OTHER INFORMATION    
  Other Information   41
  Exhibits and Reports on Form 8-K   41
      41
 EXHIBIT 12
 EXHIBIT 31
 EXHIBIT 32

     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 Company’s 2004 Annual Report on Form 10-K.

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BancWest Corporation and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

PART I. FINANCIAL INFORMATION

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

CONSOLIDATED FINANCIAL HIGHLIGHTS

                 
    Three Months Ended March 31,  
    2005     2004  
Earnings:
               
(Dollars in thousands)
               
Interest income
    $558,228       $416,087  
Interest expense
    163,805       96,126  
 
               
Net interest income
    394,423       319,961  
Provision for loan and lease losses
    11,100       18,865  
Noninterest income
    122,796       102,503  
Noninterest expense
    292,092       218,882  
 
               
Income before income taxes
    214,027       184,717  
Provision for income taxes
    77,423       71,665  
 
               
Net income
    $136,604       $113,052  
 
               
Balance Sheet Data Averages:
               
(Dollars in millions)
               
Average assets
    $  50,341       $  38,336  
Average securities available for sale at cost
    8,339       5,835  
Average loans and leases (1)
    32,748       25,942  
Average deposits
    34,004       26,432  
Average long-term debt
    6,231       4,323  
Average stockholder’s equity
    5,800       4,327  
Balance Sheet Data At Period End:
               
(Dollars in millions)
               
Assets
    51,416       38,914  
Securities available for sale
    8,606       5,873  
Loans and leases (1)
    33,218       26,292  
Deposits
    34,958       26,743  
Long-term debt
    6,501       4,283  
Stockholder’s equity
    5,817       4,398  
Selected Financial Ratios For the Period Ended:
               
Return on average total assets (ROA) (2)
    1.10 %     1.19 %
Return on average stockholder’s equity (ROE) (2)
    9.55       10.51  
Net interest margin (taxable-equivalent basis) (2)
    3.80       3.96  
Net loans and leases charged off to average loans and leases (2)
    0.18       0.22  
Efficiency ratio (3)
    56.47       51.81  
Average equity to average total assets
    11.52       11.29  
At Period End:
               
Allowance for loan and lease losses to total loans and leases
    1.31       1.51  
Nonperforming assets to total loans and leases and other real estate owned and repossessed personal property
    0.45       0.58  
Allowance for loan and lease losses to nonaccruing loans and leases
    3.31 x     2.88 x
Regulatory Capital Ratios:
               
Leverage Ratio (4):
               
Bank of the West
    9.22 %     9.58 %
First Hawaiian Bank
    10.41       10.19  
Tier 1 capital (risk-based):
               
Bank of the West
    10.88       10.92  
First Hawaiian Bank
    13.88       13.28  
Total capital (risk-based):
               
Bank of the West
    12.66       13.13  
First Hawaiian Bank
    16.09       15.64  
     

(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.

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BancWest Corporation and Subsidiaries
MANAGEMENT’S 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)   management’s ability to manage risks that result from these and other factors.

     Our forward-looking statements are based on management’s current views about future events. Those statements speak only as of the date on which they are made. We do not intend to update forward-looking statements, and, except as required by law, we disclaim any obligation or undertaking to update or revise any such statements to reflect any change in our expectations or any change in events, conditions, circumstances or assumptions on which forward-looking statements are based.

     The following discussion should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Form 10-Q.

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BancWest Corporation and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     BancWest Corporation (www.bancwestcorp.com) is a financial holding company with assets of $51.4 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 March 31, 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.”

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 logos 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 company’s 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 West’s 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 West’s Consumer Finance Group will continue its expansion plans for auto loan products throughout the Midwest, including those states within BOW’s new footprint resulting from the merger with Community First. Additional expansion of the auto loan products in adjacent markets is also being considered.

     First Hawaiian Bank’s 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.

     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.

     Key among the elements of the Company’s 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

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BancWest Corporation and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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 Management’s Discussion and Analysis.

FINANCIAL OVERVIEW

     Income Statement Analysis

     First quarter 2005 compared with first quarter 2004

     The Company reported net income of $136.6 million, compared with $113.1 million, an increase of 20.8%. Net interest income was $394.4 million, compared with $320.0 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 $2.5 billion. The net interest margin decreased 16 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 $122.8 million compared with $102.5 million, an increase of 19.8%, mostly due to increases in trust and investment services income, vehicle and equipment operating lease income, service charges on deposit accounts and other service charges and fees. Noninterest expense was $292.1 million compared with $218.9 million, an increase of 33.4%, mostly due to increases in salaries, wages and employee benefits, occupancy, intangible amortization, depreciation on vehicle and equipment operating leases and restructuring and integration costs.

     Balance Sheet Analysis

     The Company had total assets of $51.4 billion at March 31, 2005, an increase of 2.7% from December 31, 2004 and 32.1% from March 31, 2004. Securities available for sale totaled $8.6 billion, an increase of 8.2% from December 31, 2004 and 46.5% from March 31, 2004. Loans and leases totaled $33.1 billion, up 1.4% from December 31, 2004 and 26.3% from a year ago. Deposits were $35.0 billion, up 4.0% from December 31, 2004 and 30.7% from a year ago.

     The Company’s nonperforming assets were 0.45% of loans, leases and foreclosed properties at March 31, 2005 and December 31, 2004 and 0.58% at March 31, 2004. The allowance for loan and lease losses totaled $432.8 million, a decrease of 0.8% from December 31, 2004 and an increase of 9.1% from March 31, 2004. The provision for loan and lease losses for the quarter was $11.1 million, compared with $18.9 million in the first quarter of 2004. The reduction was due to the improvement in the quality of the loan and lease portfolio.

     RESULTS OF OPERATIONS

     Net Interest Income

     First quarter 2005 compared with first quarter 2004

     Net interest income increased to $394 million from $320 million.

     The increase in net interest income was primarily the result of a $9.7 billion, or 29.9% increase in average earning assets. The increase in our average earning assets was predominately 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 and internal growth.

     Net Interest Margin

     First quarter 2005 compared with first quarter 2004

     The net interest margin decreased by 16 basis points due primarily to short-term interest rates increasing faster than long-term interest rates. Our yield on earning assets increased by 23 basis points to 5.38% from 5.15%, while our rates paid on sources of funds increased by 45 basis points to 1.98% from 1.53%.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     Average Earning Assets

     First quarter 2005 compared with first 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, as a result of the acquisitions of Community First and USDB and internal growth. The $6.8 billion, or 26.2%, increase in average total loans and leases was primarily due to increases in consumer lending, purchased residential mortgages and loans and leases acquired from Community First and USDB. Consumer loans continue to grow due to the strength in the consumer market and the relatively low interest rates on consumer loans. Average total securities available for sale were $8.3 billion, up $2.5 billion, or 42.9%, due to the two acquisitions and purchases of securities.

     Average Loans and Leases

     First quarter 2005 compared with first 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 $1.7 billion, or 22.8%, 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 $1.6 billion, or 30.8%, average commercial real estate increased by $1.7 billion, or 41.7%, and commercial, financial and agricultural loans increased $1.6 billion, or 31.3%.

     Average Interest-Bearing Deposits and Liabilities

     First quarter 2005 compared with first quarter 2004

     The $8.2 billion, or 32.4%, increase in average interest-bearing deposits and liabilities was primarily 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, foreign, and demand deposit portfolios. Borrowings from the Federal Home Loan Bank and structured repurchase agreements increased average long-term debt, while the increase in short-term borrowings is primarily due to a short-term borrowing with BNP Paribas, which was issued to finance the acquisitions of Community First and USDB.

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BancWest Corporation and Subsidiaries
MANAGEMENT’S 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 March 31, 2005 and 2004) to make them comparable with taxable items before any income taxes are applied.

                                                 
    Three Months Ended March 31,  
    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
  $ 5,853     $ 15       1.04 %   $ 7,194     $ 8       0.45 %
Foreign
    345,527       2,338       2.74       295,879       807       1.10  
 
                                       
Total interest-bearing deposits in other banks
    351,380       2,353       2.72       303,073       815       1.08  
Federal funds sold and securities purchased under agreements to resell
    530,900       3,218       2.46       233,895       602       1.04  
Trading assets
    4,916       14       1.15       15,018       14       0.37  
Securities available for sale (2):
                                               
Taxable
    8,284,802       74,600       3.65       5,827,328       50,597       3.49  
Exempt from Federal income taxes
    54,638       726       5.39       7,427       135       7.31  
 
                                       
Total securities available for sale
    8,339,440       75,326       3.66       5,834,755       50,732       3.50  
Loans and leases (3)(4):
                                               
Domestic
    32,362,249       470,452       5.90       25,593,879       357,121       5.61  
Foreign
    385,768       6,298       6.62       347,744       5,787       6.69  
 
                                       
Total loans and leases
    32,748,017       476,750       5.90       25,941,623       362,908       5.63  
Other interest earning assets
    219,031       1,832       3.39       156,218       1,274       3.28  
 
                                       
Total earning assets
    42,193,684       559,493       5.38       32,484,582       416,345       5.15  
 
                                       
Noninterest-bearing assets:
                                               
Cash and due from banks
    1,722,785                       1,374,349                  
Premises and equipment
    684,382                       541,319                  
Other intangibles
    263,753                       184,359                  
Goodwill
    4,315,580                       3,228,346                  
Other assets
    1,160,542                       523,518                  
 
                                           
Total noninterest-bearing assets
    8,147,042                       5,851,891                  
 
                                           
Total assets
  $ 50,340,726                     $ 38,336,473                  
 
                                           
LIABILITIES AND STOCKHOLDER’S EQUITY
                                               
Interest-bearing deposits and liabilities:
                                               
Deposits:
                                               
Domestic:
                                               
Interest-bearing demand
  $ 369,494     $ 484       0.53 %   $ 314,032     $ 69       0.09 %
Savings
    12,822,163       22,289       0.70       10,820,570       15,741       0.59  
Time
    9,392,121       51,242       2.21       6,717,222       25,482       1.53  
Foreign
    1,438,080       6,926       1.95       997,080       2,144       0.86  
 
                                       
Total interest-bearing deposits
    24,021,858       80,941       1.37       18,848,904       43,436       0.93  
Short-term borrowings
    3,249,884       19,726       2.46       2,130,573       5,413       1.02  
Long-term debt
    6,230,930       63,138       4.11       4,323,264       47,277       4.40  
 
                                       
Total interest-bearing deposits and liabilities
    33,502,672       163,805       1.98       25,302,741       96,126       1.53  
 
                                       
Interest rate spread
                    3.40 %                     3.62 %        
Noninterest-bearing deposits
    9,981,890                       7,583,455                  
Other liabilities
    1,056,500                       1,123,351                  
 
                                           
Total liabilities
    44,541,062                       34,009,547                  
Stockholder’s equity
    5,799,664                       4,326,926                  
 
                                           
Total liabilities and stockholder’s equity
  $ 50,340,726                     $ 38,336,473                  
 
                                           
Impact of noninterest-bearing sources
                    0.40                       0.34  
 
                                               
Net interest income and margin on total earning assets
            395,688       3.80 %             320,219       3.96 %
 
                                               
Tax equivalent adjustment
            1,265                       258          
 
                                           
Net interest income
          $ 394,423                     $ 319,961          
 
                                           


(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 $7.0 million and $10.5 million for the three months ended March 31, 2005 and 2004, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     Noninterest Income

                                 
    Three Months Ended March 31,     Change  
    2005     2004     $     %  
(Dollars in thousands)
                               
 
                               
Service charges on deposit accounts
    $  43,586       $  40,829       $  2,757       6.8 %
Trust and investment services income
    13,064       10,302       2,762       26.8  
Other service charges and fees
    46,031       38,237       7,794       20.4  
Net gains on sales of securities available for sale
    418       367       51       13.9  
Vehicle and equipment operating lease income
    5,780       854       4,926       576.8  
Other
    13,917       11,914       2,003       16.8  
 
                               
Total noninterest income
    $122,796       $102,503       $20,293       19.8 %
 
                               

First quarter 2005 compared with first quarter 2004

     The increase in trust and investment services income was primarily due to additional fees from trust accounts acquired from the acquisition of Community First and higher income resulting from new business.

     The increase in other service charges and fees was primarily the result of an increase in insurance revenue. The additional insurance revenue was the result of the acquisition of Community First, and its associated insurance business.

     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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Noninterest Expense

                                 
    Three Months Ended March 31,     Change  
    2005     2004     $     %  
(Dollars in thousands)
                               
Personnel:
                               
Salaries and wages
    $104,939       $  83,455       $21,484       25.7 %
Employee benefits
    48,351       36,237       12,114       33.4  
 
                               
Total personnel expense
    153,290       119,692       33,598       28.1  
Occupancy
    28,392       21,615       6,777       31.4  
Outside services
    24,442       20,445       3,997       19.6  
Intangible amortization
    9,980       5,763       4,217       73.2  
Equipment
    14,497       11,447       3,050       26.6  
Depreciation — vehicle and equipment operating leases
    5,021       686       4,335       631.9  
Stationery and supplies
    8,471       6,164       2,307       37.4  
Advertising and promotions
    7,148       6,327       821       13.0  
Restructuring and integration costs
    5,350       --       5,350       --  
Other
    35,501       26,743       8,758       32.7  
 
                               
Total noninterest expense
    $292,092       $218,882       $73,210       33.4 %
 
                               

First quarter 2005 compared with first 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 amortization of intangible assets was predominately a result of the amortization of core deposit and insurance intangibles resulting from the Community First and USDB acquisitions.

     The increase in depreciation on vehicle and equipment operating leases was the result of vehicle depreciation incurred from the change in accounting for auto leases originated from February through July 2004 as operating leases rather than direct finance leases.

     The $5.4 million in restructuring and integration costs were related to the acquisitions of Community First and USDB.

     The increase in “Other” was primarily due to data and telecommunications, 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 three months ended March 31, 2005 and 2004 were 36.2% and 38.8%, respectively. The decrease in the effective tax rate was 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 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 Agent’s 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 IRS’s 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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 West’s 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 Bank’s 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.

Bank of the West

     Regional Banking

     First quarter 2005 compared with first quarter 2004

     The Regional Banking segment’s net income increased $9.3 million, or 26.3% from $35.4 million to $44.7 million. Net interest income increased $53.1 million or 43.0% 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 $14.7 million or 33.7%. The increase is primarily due to the acquisitions, including the insurance agency business, an increase in debit card interchange revenue, and investment sales fees, offset by a decline in charges for nonsufficient funds and overdrafts. Noninterest expense increased $54.1 million or 50.2%. The increase is primarily due to the acquisitions, including the insurance agency business, the inclusion of BancWest Investment Services (BWIS) in the operating segment and compensation expense.

     Average loans and leases increased $4.0 billion, or 68.4%. The increase is primarily due to the acquisitions and large purchases of residential loans since the first quarter of 2004.

     Average deposits increased $5.6 billion, or 39.1%. The increase is primarily due to the Community First acquisition in 2004.

     Commercial Banking

     First quarter 2005 compared with first quarter 2004

     The Commercial Banking segment’s net income increased to $41.0 million, up $3.0 million, or 7.9%, from $38.0 million. Net interest income increased $4.4 million, or 5.7%. Noninterest income increased $0.4 million, or 2.2%. The increase is primarily related to increased trust fees due to accounts acquired from the acquisitions in the fourth quarter of 2004 and loan syndication fees. Offsetting this increase was a decrease in asset management fees, service charges on deposits and loan prepayment fees. Noninterest expense increased $2.8 million, or 8.6%. The increase is primarily due to higher compensation and employee healthcare benefits from the increased full-time equivalent employees from the acquisitions. Provision for credit losses decreased $0.5 million in 2005, primarily related to a decrease in charge-offs in the Agribusiness Division and increased net recoveries in the Indirect Leasing unit in 2005.

     Average loans and leases increased 19.5% to $8.8 billion. The increase was primarily due to increases in commercial, SBA and construction loans and from the acquisitions. The interest margin on loans and leases decreased 14 basis points to 2.65% during 2005 due to declining margins in all product categories.

     Average deposits increased 14.2% to $3.9 billion. The growth in deposits was largely from an increase in shorter-term negotiable CD’s. The deposit margin was relatively unchanged from 1.73% at 2004 to 1.72% at 2005.

     Consumer Finance

     First quarter 2005 compared with first quarter 2004

     The Consumer Finance segment’s net income increased $7.5 million, 52.4% to $21.8 million compared to $14.3 million for the same period in 2004. Net interest income was $56.1 million, compared to $53.0 million in 2004, an increase of 5.8%. Noninterest income increased $4.8 million, or 177.8% to $7.5 million. The increase is due to recording lease payments as noninterest income for

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

all auto leases booked under the operating method of accounting from February through July 2004. 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 $5.1 million to $22.1 million in 2005. The increase is primarily due to higher vehicle depreciation costs incurred as a result of the accounting for certain vehicle leases as operating leases, higher employee healthcare benefits, and a decrease in deferred loan origination costs. The provision for credit losses decreased $8.4 million from $14.9 million to $6.5 million, due to an improvement in credit quality.

     Average assets as of March 31, 2005 were $9.4 billion compared to $8.1 billion at March 31, 2004, an increase of $1.3 billion, or 15.9%. 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.

First Hawaiian Bank

     Retail Banking

     First quarter 2005 compared with first quarter 2004

     The Retail Banking Segment’s net income increased to $24.4 million, up $7.6 million, or 45.2%. Net interest income increased $11.7 million, or 20.7% primarily due to higher transfer pricing credits on deposits of $8.5 million resulting from increases in balances and margins of $4.3 million and $4.2 million, respectively. Noninterest income decreased $0.6 million, or 4.1%. Noninterest expense increased $0.6 million, or 1.4%. The provision for credit losses decreased $1.5 million. The decrease in the provision for credit losses was a result of improved credit quality which has led to a decrease in nonperforming assets and lower net charge offs.

     Average assets increased 13.5% to $4.1 billion, primarily due to increases in loans of $471 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 $7.6 billion, primarily due to an increase in core deposits.

     Consumer Finance

     First quarter 2005 compared with first quarter 2004

     Consumer Finance’s net income decreased to $8.4 million, down $0.9 million, or 9.7%. Net interest income of $18.9 million was flat as income from higher loan balances was offset by lower margins. Noninterest income decreased $0.5 million or 6.0% primarily due to lower gains on sale of mortgages in 2005. Noninterest expense increased $1.1 million, or 11.2%, primarily due to an increase in credit card mileage program costs in 2005.

     Average assets increased 6.7% to $1.6 billion, partly due to increases in consumer and dealer flooring loans.

     Commercial Banking

     First quarter 2005 compared with first quarter 2004

     Commercial Banking’s net income decreased to $4.9 million, down $1.8 million, or 26.9%. Net interest income decreased $2.6 million, or 25.7%, partially due to lower transfer pricing credits for deferred tax balances related to lease financing activities and lower earning assets. Noninterest income of $1.4 million during the quarter was flat. Noninterest expense decreased $0.3 million, or 17.6%. The provision for credit losses of $0.2 million was flat.

     Average assets decreased 4.1% to $1.2 billion primarily resulting from a reduction in loans related to the planned exit of Syndicated and Media credit exposure.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Financial Management

     First quarter 2005 compared with first quarter 2004

     The Financial Management Segment’s net income was $0.9 million up 50.0% or $0.3 million. Net interest income remained relatively flat. Noninterest income increased by $0.5 million, or 6.5%. Noninterest expense increased $0.2 million, or 3.1%.

SECURITIES AVAILABLE FOR SALE

     The $2.7 billion, or 46.5% increase in securities available for sale from March 31, 2004 to March 31, 2005 was due to the acquisitions of Community First and USDB and purchases of securities. The $652 million, or 8.2% increase from December 31, 2004 was primarily 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 Company’s overall interest rate risk profile.
 
  •   Provide collateral to secure the Company’s public funds-taking activities.
 
  •   Provide the maximum level of after-tax earnings consistent with the safety factors of quality, maturity, marketability and risk diversification.

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 March 31, 2005, total loans and leases to total assets was 64.4% compared with 65.3% at December 31, 2004 and 67.4% at March 31, 2004. As a percentage of total interest earning assets, total loans and leases were 76.6% at March 31, 2005, 78.0% at December 31, 2004 and 79.2% at March 31, 2004. At March 31, 2005, total loans and leases were 94.8% of total deposits compared with 97.2% at December 31, 2004 and 98.1% at March 31, 2004.

     Total loans and leases increased by 26.3% from March 31, 2004 to March 31, 2005. Consumer loans increased $1.5 billion, or 19.2%, 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 $2.1 billion, or 39.3%, primarily due to the acquisitions and purchases of loans since the first quarter of 2004. Commercial, financial and agricultural loans increased 27.7% compared with the same period in the prior year. The increase in total loans and leases from December 31, 2004 to March 31, 2005 was due to an increase in residential real estate loans of $0.7 billion, as a result of purchases during the quarter, primarily offset by a decrease of $0.4 billion in commerical, financial and agricultural loans. In the context of interest rate trends and the broader economy, we continuously monitor the mix in our loan portfolio.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

NONPERFORMING ASSETS AND RESTRUCTURED LOANS

     Nonperforming assets for the periods indicated were as follows:

                         
    March 31, 2005     December 31, 2004     March 31, 2004  
(Dollars in thousands)
                       
Nonperforming Assets:
                       
Nonaccrual:
                       
Commercial, financial and agricultural
    $  49,892       $  51,793       $  66,060  
Real estate:
                       
Commercial
    54,484       47,385       47,897  
Construction
    4,780       2,386       --  
Residential
    7,361       6,862       8,093  
 
                       
Total real estate loans
    66,625       56,633       55,990  
 
                       
Consumer
    5,010       4,477       2,457  
Lease financing
    7,201       8,138       7,550  
Foreign
    1,978       4,138       5,607  
 
                       
Total nonaccrual loans and leases
    130,706       125,179       137,664  
 
                       
Other real estate owned and repossessed personal property
    19,934       21,653       15,571  
 
                       
Total nonperforming assets
    $150,640       $146,832       $153,235  
 
                       
Past due loans and leases (1):
                       
Commercial, financial and agricultural
    $  14,352       $    6,140       $  18,520  
Real estate:
                       
Commercial
    6,768       2,119       6,363  
Construction
    1,518       506       --  
Residential
    2,009       1,112       1,190  
 
                       
Total real estate loans
    10,295       3,737       7,553  
 
                       
Consumer
    1,685       2,243       2,602  
Lease financing
    14       79       16  
Foreign
    1,428       216       303  
 
                       
Total past due loans and leases
    $  27,774       $  12,415       $  28,994  
 
                       
Accruing Restructured Loans and leases:
                       
Commercial, financial and agricultural
    30       36       55  
Commercial real estate
    400       429       1,596  
 
                       
Total accruing restructured loans and leases
    $       430       $       465       $    1,651  
 
                       
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
    0.45 %     0.45 %     0.58 %
Including past due loans and leases
    0.54       0.49       0.69  
Nonperforming assets to total assets (end of period):
                       
Excluding past due loans and leases
    0.29       0.29       0.39  
Including past due loans and leases
    0.35       0.32       0.47  


(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 real estate nonaccrual loans as a result of a few large loans being moved to nonaccrual status during the first quarter of 2005. This increase was primarily offset by decreases in commercial, financial and agricultural and foreign nonaccrual loans. The decrease from March 31, 2004 was due to a decrease in commercial, financial and agricultural nonaccrual loans primarily offset by an 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 the first quarter of 2005.

     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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     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 Loans and Leases) 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 concentration 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 36.7% of our lease financing portfolio and 6.9% of our combined lease financing and consumer loans at March 31, 2005), we obtain third-party insurance for the estimated residual value of the leased vehicle, and set aside reserves to cover the uninsured portion.

     The allowance for loan and lease losses was 1.31% of total loans and leases at March 31, 2005, compared with 1.33% of total loans and leases at December 31, 2004 and 1.51% at March 31, 2004. Compared with the same period a year ago, net charge-offs were $0.7 million higher in the three months ended March 31, 2005. This was driven by an increase in installment loan charge offs (Auto and RVs), significantly offset by a large loan recovery in Guam.

     In our judgment, the Allowance was adequate to absorb losses inherent in the loan and lease portfolio at March 31, 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

DEPOSITS

     Deposits are the largest component of our total liabilities and account for 49.4% of total interest expense during the quarter ended March 31, 2005. At March 31, 2005, total deposits were $35 billion, an increase of 4.0% over December 31, 2004 and an increase of 30.7% over March 31, 2004. The increase from March 2004 was primarily 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

     Stockholder’s equity totaled $5.8 billion at March 31, 2005, an increase of $87 million, or 1.5%, from December 31, 2004 and $1.4 billion, or 32.3%, from March 31, 2004. The increase from December 2004 was primarily due to net income earned by the Company during the first three months of 2005, partially offset by net unrealized losses on securities available for sale and cash flow hedges. The increase from March 2004 was largely 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 22.5%, 21.3% and 20.7% of total assets at March 31, 2005, December 31, 2004 and March 31, 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 increased 28.6% from March 31, 2004 to $34 billion at March 31, 2005, primarily due to the acquisitions of Community First and USDB in November 2004, and continued expansion of our customer base in the Western United States. Average total deposits funded 67.5% and 68.9% of average total assets for the quarter ended March 31, 2005 and the year ended December 31, 2004, respectively.

     We also obtain short-term and long-term liquidity from ready 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 the Federal Home Loan Banks. The following table reflects immediately available borrowing capacity at the Federal Reserve Discount Window and the Federal Home Loan Banks and securities available for sale under repurchase agreements:

                 
    March 31,  
(Dollars in millions)   2005     2004  
     
Federal Reserve Discount Window
  $ 662     $ 626  
Federal Home Loan Bank
    841       1,851  
Securities Available for Repurchase Agreements
    4,381       3,172  
 
           
Total
  $ 5,884     $ 5,649  
 
           

     Further information on short-term borrowings is provided in Note 13 (Short-term Borrowings) to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K. Offshore deposits in the international market provide another available source of funds.

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BancWest Corporation and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     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 BancWest’s parent company, BNP Paribas.

     The Parent’s ability to pay dividends to BNP Paribas 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 Company’s 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
 
Moody’s
  P-1   Aa3
S & P
  A-1   A+
Fitch, Inc.
  F1+   AA-
 

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BancWest Corporation and Subsidiaries
MANAGEMENT’S 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 December 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 153, Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions, (FASB 153). 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 (APB 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 Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, while the FASB considers application guidance. We will evaluate any new guidance on the above mentioned paragraphs upon final issuance.

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BancWest Corporation and Subsidiaries
QUANTATIVE 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 Company’s net interest income is subject to interest rate risk to the extent our interest-bearing liabilities (primarily deposits and borrowings) mature or reprice on a different basis than our interest-earning assets (primarily loans, 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 subsidiary’s 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 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 customer’s 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 size of the balance sheet is held relatively constant and then 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 Company’s consolidated net interest income over the 12 months beginning April 1, 2005 is shown below.

                                                 
    +3%     +2%     +1%     Flat     -1%     -2%  
(Dollars in millions)
                                               
 
                                               
Net interest income
  $ 1,651.2     $ 1,663.9     $ 1,663.2     $ 1,643.7     $ 1,614.3     $ 1,568.0  
Difference from flat
    7.5       20.2       19.5       --       (29.4 )     (75.7 )
% variance
    0.5 %     1.2 %     1.2 %     -- %     (1.8 )%     (4.6 )%

     Because of the relatively low level of interest rates in the first three 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.

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BancWest Corporation and Subsidiaries
QUANTATIVE 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:

                                                                         
March 31, 2005  
            Gross             Expected Maturity  
(Dollars in thousands)   Net Fair     Positive     Notional                                             After  
Interest Rate Contracts   Value     Value     Amount     2005     2006     2007     2008     2009     2009  
       
Pay-Fixed Swaps:
                                                                       
Contractual Maturities
  $ (6,082 )   $ 10,573     $ 705,704     $ 78,440     $ 24,957     $ 39,127     $ 97,333     $ 104,445     $ 361,402  
Weighted Avg. Pay Rates
                    4.50 %     2.91 %     4.22 %     5.14 %     5.34 %     4.37 %     4.60 %
Weighted Avg. Receive Rates
                    3.13 %     2.72 %     2.93 %     3.09 %     4.98 %     2.86 %     2.83 %
 
                                                                       
Receive-Fixed Swaps:
                                                                       
Contractual Maturities
    13,303       8,173     $ 705,704     $ 79,023     $ 24,374     $ 39,127     $ 97,333     $ 104,445     $ 361,402  
Weighted Avg. Pay Rates
                    3.13 %     2.72 %     2.95 %     3.05 %     4.98 %     2.86 %     2.83 %
Weighted Avg. Receive Rates
                    4.74 %     3.14 %     4.42 %     5.43 %     5.39 %     4.65 %     4.88 %
 
                                                                       
Pay-Fixed Swaps
                                                                       
(Forward Value Dated):
                                                                       
Contractual Maturities
    (1,458 )     --     $ 35,992       --       --       --     $ 3,000       --     $ 32,992  
Weighted Avg. Pay Rates
                    5.40 %     --       --       --       4.42 %     --       5.49 %
Weighted Avg. Receive Rates
                    3.00 %     --       --       --       2.87 %     --       3.01 %
 
                                                                       
Receive-Fixed Swaps
                                                                       
(Forward Value Dated):
                                                                       
Contractual Maturities
    2,269       2,269     $ 35,992       --       --       --     $ 3,000       --     $ 32,992  
Weighted Avg. Pay Rates
                    3.00 %     --       --       --       2.87 %     --       3.01 %
Weighted Avg. Receive Rates
                    5.87 %     --       --       --       4.75 %     --       5.97 %
 
                                                                       
Caps/Collars:
                                                                       
Contractual Maturities
    --       35     $ 302,479     $ 230,496       --     $ 64,625     $ 3,835     $ 1,530     $ 1,993  
Weighted Avg. Strike Rates
                    4.40 %     4.24 %     --       4.85 %     5.18 %     4.50 %     6.83 %
Weighted Floor Rates
                    4.77 %     --       --       --       --       --       4.77 %
                                                     
Total interest rate contracts held for trading purposes
  $ 8,032     $ 21,050     $ 1,785,871                                                  
                                                     

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BancWest Corporation and Subsidiaries
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 Company’s management, including the Company’s chief executive officer and its chief financial officer, of the effectiveness of the design and operation of the Company’s 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 Company’s 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 Company’s periodic SEC filings.

     No change in the Company’s 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 Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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CONSOLIDATED STATEMENT OF INCOME

BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

Item 1. Financial Statements

                 
    Three Months Ended March 31,  
    2005     2004  
(Dollars in thousands)
               
 
Interest income
               
Loans
    $447,888       $331,511  
Lease financing
    27,817       31,180  
Securities available for sale
    75,106       50,691  
Other
    7,417       2,705  
 
               
Total interest income
    558,228       416,087  
 
               
Interest expense
               
Deposits
    80,941       43,436  
Short-term borrowings
    19,726       5,413  
Long-term debt
    63,138       47,277  
 
               
Total interest expense
    163,805       96,126  
 
               
Net interest income
    394,423       319,961  
Provision for loan and lease losses
    11,100       18,865  
 
               
Net interest income after provision for loan and lease losses
    383,323       301,096  
 
               
Noninterest income
               
Service charges on deposit accounts
    43,586       40,829  
Trust and investment services income
    13,064       10,302  
Other service charges and fees
    46,031       38,237  
Net gains on securities available for sale
    418       367  
Vehicle and equipment operating lease income
    5,780       854  
Other
    13,917       11,914  
 
               
Total noninterest income
    122,796       102,503  
 
               
Noninterest expense
               
Salaries and wages
    104,939       83,455  
Employee benefits
    48,351       36,237  
Occupancy
    28,392       21,615  
Outside services
    24,442       20,445  
Intangible amortization
    9,980       5,763  
Equipment
    14,497       11,447  
Depreciation-vehicle and equipment operating leases
    5,021       686  
Restructuring and integration costs
    5,350       --  
Stationery and supplies
    8,471       6,164  
Advertising and promotions
    7,148       6,327  
Other
    35,501       26,743  
 
               
Total noninterest expense
    292,092       218,882  
 
               
Income before income taxes
    214,027       184,717  
Provision for income taxes
    77,423       71,665  
 
               
Net income
    $136,604       $113,052  
 
               

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

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CONSOLIDATED BALANCE SHEETS

BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)

                         
    March 31, 2005     December 31, 2004     March 31, 2004  
(Dollars in thousands, except share data)
                       
Assets
                       
Cash and due from banks
    $  1,719,033       $  1,676,056       $  1,328,783  
Interest-bearing deposits in other banks
    535,202       16,531       309,198  
Federal funds sold and securities purchased under agreements to resell
    647,580       937,875       469,998  
Trading assets
    4,893       4,685       10,043  
Securities available for sale
    8,606,276       7,954,563       5,872,828  
Loans held for sale
    80,454       71,402       62,646  
Loans and leases:
                       
Loans and leases
    33,137,318       32,688,843       26,229,432  
Less allowance for loan and lease losses
    432,762       436,391       396,487  
 
                       
Net loans and leases
    32,704,556       32,252,452       25,832,945  
 
                       
Vehicle and equipment operating leases, net
    123,394       132,539       43,515  
Premises and equipment, net
    680,927       684,783       528,652  
Customers’ acceptance liability
    14,730       12,841       21,001  
Other intangibles, net
    261,794       272,490       181,593  
Goodwill
    4,315,119       4,312,800       3,228,371  
Other real estate owned and repossessed personal property
    19,934       21,653       15,571  
Other assets
    1,702,094       1,703,356       1,008,949  
 
                       
Total assets
    $51,415,986       $50,054,026       $38,914,093  
 
                       
Liabilities and Stockholder’s Equity
                       
Deposits:
                       
Interest-bearing
    $24,652,525       $23,553,861       $18,984,665  
Noninterest-bearing
    10,305,454       10,059,918       7,758,532  
 
                       
Total deposits
    34,957,979       33,613,779       26,743,197  
 
                       
Federal funds purchased and securities sold under agreements to repurchase
    1,437,670       2,050,344       1,344,471  
Short-term borrowings
    1,625,840       1,454,845       970,000  
Acceptances outstanding
    14,730       12,841       21,001  
Long-term debt
    6,500,842       6,181,040       4,282,717  
Other liabilities
    1,062,149       1,011,142       1,154,885  
 
                       
Total liabilities
    $45,599,210       $44,323,991       $34,516,271  
 
                       
Stockholder’s equity:
                       
Class A common stock, par value $0.01 per share
                       
Authorized – 150,000,000 shares
                       
Issued and outstanding – 106,859,123 shares at March 31, 2005 and December 31, 2004 and 85,759,123 shares at March 31, 2004
    $         1,069       $         1,069       $            858  
Additional paid-in capital
    4,475,041       4,475,006       3,419,927  
Retained earnings
    1,416,179       1,279,575       919,250  
Accumulated other comprehensive income (loss), net
    (75,513 )     (25,615 )     57,787  
 
                       
Total stockholder’s equity
    5,816,776       5,730,035       4,397,822  
 
                       
Total liabilities and stockholder’s equity
    $51,415,986       $50,054,026       $38,914,093  
 
                       

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

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY AND COMPREHENSIVE INCOME

BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDER’S 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
    --       --       --       136,604       --       136,604  
Unrealized net losses on securities available for sale arising during the period
    --       --       --       --       (46,698 )     (46,698 )
Reclassification of net realized gains on securities available for sale included in net income
    --       --       --       --       (247 )     (247 )
Unrealized net losses on cash flow derivative hedges arising during the period
    --       --       --       --       (823 )     (823 )
Reclassification of net realized gains on cash flow derivative hedges included in net income
    --       --       --       --       (2,130 )     (2,130 )
 
                                     
Comprehensive income
    --       --       --       136,604       (49,898 )     86,706  
Other
    --       --       35       --       --       35  
 
                                     
Balance, March 31, 2005
    106,859,123     $ 1,069     $ 4,475,041     $ 1,416,179       $(75,513 )   $ 5,816,776  
 
                                     
 
Balance, December 31, 2003
    85,759,123     $ 858     $ 3,419,927     $ 806,198       $ 35,889     $ 4,262,872  
 
                                     
Comprehensive income:
                                               
Net income
    --       --       --       113,052       --       113,052  
Unrealized net gains on securities available for sale arising during the period
    --       --       --       --       24,602       24,602  
Reclassification of net realized gains on securities available for sale included in net income
    --       --       --       --       (217 )     (217 )
Unrealized net gains on cash flow derivative hedges arising during the period
    --       --       --       --       646       646  
Reclassification of net realized gains on cash flow derivative hedges included in net income
    --       --       --       --       (3,133 )     (3,133 )
 
                                     
Comprehensive income
    --       --       --       113,052       21,898       134,950  
 
                                     
Balance, March 31, 2004
    85,759,123     $ 858     $ 3,419,927     $ 919,250       $ 57,787     $ 4,397,822  
 
                                     

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                 
    Three Months Ended March 31,  
    2005     2004  
(Dollars in thousands)
               
Cash flows from operating activities:
               
Net income
  $ 136,604     $ 113,052  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    29,152       16,504  
Provision for loan and lease losses
    11,100       18,865  
Net increase in deferred income taxes
    36,087       1,205  
Net decrease (increase) in trading assets
    (208 )     9,066  
Net increase in loans held for sale
    (9,052 )     (11,639 )
Net gains on sales of securities available for sale
    (418 )     (367 )
Net gains on sales of loans
    (1,274 )     --  
Net decrease (increase) in interest receivable
    (11,225 )     3,242  
Net increase in interest payable
    29,938       44,470  
Net decrease (increase) in prepaid expense
    4,238       (4,442 )
Other
    47,960       36,723  
 
           
Net cash provided by operating activities
    272,902       226,679  
 
           
Cash flows from investing activities:
               
Securities available for sale:
               
Proceeds from prepayments and maturities
    351,812       453,616  
Proceeds from the sales
    270,468       56,372  
Purchases
    (1,359,439 )     (570,754 )
Proceeds from sales of loans
    65,883       83,026  
Purchases of loans
    (975,150 )     (439,608 )
Net decrease (increase) in loans and leases resulting from originations and collections
    460,693       (149,101 )
Net decrease (increase) in vehicle and equipment operating leases resulting from originations and collections
    4,124       (43,515 )
Purchases of premises and equipment
    (14,949 )     (5,463 )
Other
    (32,800 )     (15,695 )
 
           
Net cash used in investing activities
    (1,229,358 )     (631,122 )
 
           
Cash flows from financing activities:
               
Net increase in deposits
    1,344,200       340,080  
Net increase (decrease) in Federal funds purchased and securities sold under agreements to repurchase
    (612,674 )     169,594  
Net increase (decrease) in short-term borrowings
    170,995       (227,809 )
Proceeds from issuance of long-term debt
    403,036       200,000  
Repayments of long-term debt
    (77,748 )     (141,234 )
 
           
Net cash provided by financing activities
    1,227,809       340,631  
 
           
Net increase (decrease) in cash and cash equivalents
    271,353       (63,812 )
 
           
Cash and cash equivalents at beginning of period
    2,630,462       2,171,791  
 
           
Cash and cash equivalents at end of period
  $ 2,901,815     $ 2,107,979  
 
           
Supplemental disclosures:
               
Interest paid
  $ 133,867     $ 51,656  
 
           
Income taxes paid
  $ 2,122     $ 2,653  
 
           
Supplemental schedule of noncash investing and financing activities:
               
Loans transferred to other real estate owned and repossessed personal property
  $ 1,299     $ 177  
 
           
Loans made to facilitate the sale of other real estate owned
  $ 650     $ 33  
 
           

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

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and insurance products. As of March 31, 2005, BancWest Corporation’s subsidiaries operated 539 banking location (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 months ended March 31, 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 management’s 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 March 31, 2005, December 31, 2004 and March 31, 2004, consolidated results of operations for the three months ended March 31, 2005 and 2004, and cash flows for the three months ended March 31, 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 Company’s 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 BancWest’s senior management team received stock option awards from BNPP on March 25, 2005, March 24, 2004 and March 21, 2003. 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. No compensation expense was recognized for the 2004 plan, as the grant price was greater than the market price.

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

     The following table is a summary of our stock option activity.

                         
    Number     Weighted
average
exercise
price
    Weighted
average
remaining
contractual life
(in years)
 
 
                       
Options outstanding as of December 31, 2003
    275,000       $39.07       9.22  
 
                       
Granted
    80,000       60.45          
Forfeited
    (972 )     39.07          
 
                       
 
                       
Options outstanding as of March 31, 2004
    354,028       $43.90       9.20  
 
                       
 
                       
Options outstanding as of December 31, 2004
    343,028       $43.93       8.45  
 
                       
Granted
    193,000       71.42          
Forfeited
    --       --          
 
                       
Options outstanding as of March 31, 2005
    536,028       $53.83       8.84  
 
                       

     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 March 31,  
    2005     2004  
(Dollars in thousand)                
Net Income (as reported)
    $136,604       $113,052  
 
               
Add: Stock-based compensation expense recognized during period, net of tax effects
    21       24  
Less: Stock-based employee compensation expense determined under fair value-based method, net of taxes
    (240 )     (222 )
 
               
 
               
Pro Forma Net Income
    $136,385       $112,854  
 
               

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

     2. Mergers and Acquisitions

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” (FAS 141). 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  
Intangibles
    1,010,142  
Other assets
    312,743  
 
     
Total Assets
  $ 6,404,285  
 
     
 
       
Liabilities and Stockholder’s Equity
       
Deposits
    4,511,754  
Debt
    603,318  
Other liabilities
    94,307  
 
     
Total Liabilities
    5,209,379  
Stockholder’s equity
    1,194,906  
 
     
Total Liabilities and Stockholder’s Equity
  $ 6,404,285  
 
     

     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
  $ 1,199,341  
Equity of Community First prior to acquisition by BancWest
    352,693  
 
     
Excess of pushed down equity over the carrying value of net assets acquired
    846,648  
 
     
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
    (4,096 )
Other assets
    3,988  
Severance and employee relocation
    7,679  
Contract terminations
    6,096  
Identifiable intangibles
    (3,218 )
Deposits
    8,985  
Debt
    15,093  
Other liabilities and taxes
    4,646  
 
     
Estimated fair value adjustments related to net assets acquired
    67,473  
 
     
Estimated goodwill resulting from the merger with Community First
  $ 914,121  
 
     

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

     The following unaudited proforma 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)
    Quarter Ended
(Dollars in thousands)   March 31, 2004
 
   
Net interest income
    $381,014  
Provision for loan and lease losses
    21,230  
Noninterest income
    124,053  
Noninterest expense
    271,307  
 
       
Income before income taxes
    212,530  
Provision for income taxes
    82,456  
 
       
Net Income
    $130,074  
 
       

     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.

                                                         
(Dollars in thousands)   Severance
and
Relocation
    Contract
Terminations
    Sublease
loss
Reserves
    Fixed
Assets
    Prepaid
Expenses
    Other     Total  
 
                                         
 
                                                       
Balance, December 31, 2004
    $  7,557       $  5,810       $1,196       $10,431       $   383       $     --       $25,377  
Adjustments, net
    122       286       --       401       630       165       1,604  
Cash Payments
    (3,532 )     (4,351 )     (88 )     --       --       (165 )     (8,136 )
 
                                                       
Balance, March 31, 2005
    $  4,147       $  1,745       $1,108       $10,832       $1,013       $     --       $18,845  
 
                                                       

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 months ended March 31, 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 March 31, 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 March 31, 2004, the Company carried $2.7 million of such swaps with a fair value loss of $0.7 million. In addition, at March 31, 2005, the Company carried interest rate swaps totaling $77.0 million with fair value gains of $0.5 million and fair value losses of $2.4 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 March 31, 2004, the Company carried $77.9 million of such swaps with fair value losses of $6.7 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. Following the adoption of FIN 46, BancWest Capital I was deconsolidated, resulting in recognition of $150 million of subordinated debt instead of the BWE Capital Securities. The terms of the subordinated debt mirror those of the BWE Capital Securities. Concurrent with the deconsolidation of BancWest Capital I, the Bank redesignated the interest rate swap to hedge the subordinated debt. The derivative instrument is highly effective and all changes in the fair value of the hedge were recorded in current-period earnings together with the offsetting change in fair value of the hedged item attributable to the risk being hedged. We pay 3-month LIBOR plus 3.69% and receive fixed payments at 9.5%. The fair value loss of the swap was $3.5 million at March 31, 2005 while the fair value loss was $0.5 million at March 31, 2004.

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Table of Contents

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

     At March 31, 2005, the Company carried interest rate swaps totaling $8.6 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 fixed rates ranging from 8.29% to 8.37%. At March 31, 2004, the Company carried $8.6 million of such swaps with fair value gains of $0.6 million.

Cash Flow Hedges

     At March 31, 2005, the Company carried interest rate swaps of $600 million with fair value gains of $12.4 million which hedge LIBOR-based commercial loans. The hedges had fair value gains of $48.3 million at March 31, 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 $4.0 million for the three months ended March 31, 2005 and by $6.1 million for the three months ended March 31, 2004. The Company estimates net settlement gains, recorded as commercial loan interest income, of $9.0 million over the next twelve months resulting from these hedges.

     At March 31, 2005, the Company carried multiple interest rate swaps totaling $100 million with fair value gains of $5.9 million, in order to reduce exposure to interest rate increases associated with short-term fixed rate liabilities. These swaps had fair value gains of $2.5 million and fair value losses of $1.2 million at March 31, 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 three months ended March 31, 2005 was a loss of $0.4 million compared with a $0.8 million loss at March 31, 2004. The Company estimates a net increase to interest expense of $1.3 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 March 31, 2005, December 31, 2004 and March 31, 2004:

                                                                         
    March 31, 2005     December 31, 2004     March 31, 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
  $ 938,216     $ 18,975     $ 12,554     $ 938,534     $ 24,790     $ 17,327     $ 939,217     $ 51,389     $ 42,289  
Held for trading or free-standing:
                                                                       
Interest rate swaps
    1,483,392       21,015       8,032       1,502,706       19,558       7,856       1,427,642       31,511       6,517  
Purchased interest rate options
    161,546       35       35       143,251       203       203       71,923       117       117  
Written interest rate options
    165,433       --       (35 )     152,645       --       (203 )     131,942       --       (218 )
Forward interest rate options
    19,500       --       (48 )     22,000       --       (20 )     30,000       41       41  
Commitments to purchase and sell foreign currencies
    406,923       3,419       676       401,057       9,533       1,046       523,037       6,691       476  
Purchased foreign exchange options
    4,489       63       63       4,876       217       217       41,234       422       422  
Written foreign exchange options
    4,489       --       (63 )     4,876       --       (217 )     41,234       --       (422 )

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Table of Contents

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

4. Securities Available for Sale

     Amortized cost and fair value of securities available for sale were as follows:

                                                                                                 
    March 31, 2005     December 31, 2004     March 31, 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 (1)     Fair Value  
 
                                                                       
 
                                                                                               
U.S. Treasury and other U.S. Government agencies and corporations
    $   278,135       $     216       $    (1,738 )     $   276,613       $   266,174       $     263       $  (1,745 )     $   264,692       $   180,341       $     891       $     (226 )     $   181,006  
Government-sponsored agencies
    3,097,424       5,916       (42,073 )     3,061,267       2,372,319       1,374       (14,868 )     2,358,825       1,376,952       16,935       (353 )     1,393,534  
Mortgage and asset-backed securities:
                                                                                               
Government agencies
    213,220       1,334       (552 )     214,002       229,827       1,741       (450 )     231,118       116,042       2,109       (2 )     118,149  
Government-sponsored agencies
    3,104,608       5,161       (73,970 )     3,035,799       3,185,857       10,733       (37,208 )     3,159,382       2,331,849       32,253       (12,340 )     2,351,762  
Other
    513,915       2,900       (4,279 )     512,536       487,250       3,177       (2,512 )     487,915       666,555       10,049       (354 )     676,250  
Collateralized mortgage obligations:
                                                                                               
Government agencies
    170,069       --       (4,142 )     165,927       181,502       --       (2,311 )     179,191       204,481       1,361       (800 )     205,042  
Government-sponsored agencies
    628,403       222       (11,547 )     617,078       603,173       420       (6,907 )     596,686       624,626       3,304       (1,225 )     626,705  
Other
    624,825       7       (10,124 )     614,708       568,724       154       (5,565 )     563,313       259,726       1,234       (58 )     260,902  
State and political subdivisions
    53,125       307       (1,072 )     52,360       56,081       627       (297 )     56,411       7,794       524       (12 )     8,306  
Other
    57,508       151       (1,673 )     55,986       59,311       103       (2,384 )     57,030       50,695       598       (121 )     51,172  
 
                                                                                               
Total securities available for sale
    $8,741,232       $16,214       $(151,170 )     $8,606,276       $8,010,218       $18,592       $(74,247 )     $7,954,563       $5,819,061       $69,258       $(15,491 )     $5,872,828  
 
                                                                                               


     (1) At March 31, 2004, the Company held no securities that had been in a continuous unrealized loss position for 12 months or more.

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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 March 31, 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 March 31, 2005.

                                                 
    March 31, 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
    $     (955 )     $   202,954       $     (783 )     $       7,422       $    (1,738 )     $   210,376  
Government-sponsored agencies
    (37,544 )     2,588,341       (4,529 )     203,633       (42,073 )     2,791,974  
Mortgage and asset-backed securities:
                                               
Government agencies
    (552 )     82,256       --       --       (552 )     82,256  
Government-sponsored agencies
    (30,903 )     2,025,136       (43,067 )     811,181       (73,970 )     2,836,317  
Other
    (3,035 )     320,911       (1,244 )     118,379       (4,279 )     439,290  
Collateralized mortgage obligations:
                                               
Government agencies
    (2,894 )     122,000       (1,248 )     43,927       (4,142 )     165,927  
Government-sponsored agencies
    (4,763 )     319,257       (6,784 )     283,678       (11,547 )     602,935  
Other
    (7,987 )     475,661       (2,137 )     91,899       (10,124 )     567,560  
States and political subdivisions
    (1,057 )     39,407       (15 )     360       (1,072 )     39,767  
Other
    (129 )     14,910       (1,544 )     14,456       (1,673 )     29,366  
 
                                               
Total securities available for sale
    $(89,819 )     $6,190,833       $(61,351 )     $1,574,935       $(151,170 )     $7,765,768  
 
                                               

     Gross realized gains and losses on securities available for sale for the periods indicated were as follows:

                 
    Three Months Ended March 31,  
    2005     2004  
(Dollars in thousands)            
Realized gains
    $419       $368  
Realized losses
    (1 )     (1 )
 
               
Realized net gains
    $418       $367  
 
               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Loans and Leases

     The following table sets forth the loan and lease portfolio by major categories:

                                                 
    March 31, 2005     December 31, 2004     March 31, 2004  
    Amount     %     Amount     %     Amount     %  
(Dollars in thousands)                                    
Commercial, financial and agricultural
  $ 5,671,629       17.1 %   $ 6,027,376       18.4 %   $ 4,441,484       16.9 %
Real estate:
                                               
Commercial
    6,812,028       20.6       6,706,882       20.5       5,162,614       19.7  
Construction
    1,598,233       4.8       1,493,723       4.6       957,806       3.7  
Residential
    7,434,123       22.4       6,700,462       20.5       5,338,082       20.4  
 
                                         
Total real estate loans
    15,844,384       47.8       14,901,067       45.6       11,458,502       43.8  
Consumer
    9,129,750       27.5       9,243,731       28.3       7,658,692       29.2  
Lease financing
    2,106,752       6.4       2,132,578       6.5       2,321,078       8.8  
Foreign loans
    384,803       1.2       384,091       1.2       349,676       1.3  
 
                                         
Total loans and leases
  $ 33,137,318       100.0 %   $ 32,688,843       100.0 %   $ 26,229,432       100.0 %
 
                                         

     Outstanding loan balances at March 31, 2005, December 31, 2004 and March 31, 2004 are net of unearned income, including net deferred loan fees, of $275.2 million, $283.0 million and $351.0 million, respectively.

     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 March 31,  
    2005     2004  
(Dollars in thousands)            
Balance at beginning of period
    $436,391       $391,699  
 
               
Provision for loans and lease losses
    11,100       18,865  
 
               
Loans and leases charged off:
               
Commercial, financial and agricultural
    2,091       2,136  
Real estate:
               
Commercial
    308       293  
Residential
    167       20  
Consumer
    17,198       13,514  
Lease financing
    4,071       5,444  
Foreign
    347       731  
 
               
Total loans and leases charged off
    24,182       22,138  
 
               
Recoveries on loans and leases previously charged off:
               
Commercial, financial and agricultural
    1,848       2,454  
Real estate:
               
Commercial
    406       126  
Construction
    --       34  
Residential
    197       199  
Consumer
    4,089       3,239  
Lease financing
    1,878       1,765  
Foreign
    1,035       244  
 
               
Total recoveries on loans and leases previously charged off
    9,453       8,061  
 
               
Net charge-offs
    (14,729 )     (14,077 )
 
               
Balance at end of period
    $432,762       $396,487  
 
               

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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
    1       --       --       --       --       --       --       --       1  
USDB
    170       --       --       --       --       --       --       (170 )     --  
 
                                                                       
Balance as of March 31, 2005:
    $2,298       $709       $308       $650       $216       $118       $11       $      5       $4,315  
 
                                                                       

     Amortization of finite-lived intangible assets was $10.0 million and $5.8 million for the three-month periods ended March 31, 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 nine months ending December 31, 2005
  $ 31,169  
Estimate for years ending December 31,
       
2006
  $ 38,474  
2007
    35,756  
2008
    33,532  
2009
    31,709  
2010
    30,213  

     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 March 31, 2005:
                       
Core Deposits
    $330,232       $78,882       $251,350  
Other Intangible Assets
    11,258       814       10,444  
 
                       
Total
    $341,490       $79,696       $261,794  
 
                       
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 March 31, 2004:
                       
Core Deposits
    $230,538       $48,945       $181,593  
 
                       
Total
    $230,538       $48,945       $181,593  
 
                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     8. Regulatory Capital Requirements

     Quantitative measures established by regulation to ensure capital adequacy require the Company’s 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 March 31, 2005.

                                                 
                                    To Be Well  
                                    Capitalized  
                                    Under Prompt  
                    For Required     Corrective Action  
    Actual     Minimum Capital     Provisions  
(Dollars in thousands)   Amount     Ratio     Amount     Ratio     Amount     Ratio  
Tier 1 Capital to Risk-Weighted Assets:
                                               
Bank of the West
  $ 3,396,593       10.88 %   $ 1,248,917       4.00 %   $ 1,873,375       6.00 %
First Hawaiian Bank
    1,003,374       13.88       289,094       4.00       433,640       6.00  
Total Capital to Risk-Weighted Assets:
                                               
Bank of the West
  $ 3,953,760       12.66 %   $ 2,497,833       8.00 %   $ 3,122,292       10.00 %
First Hawaiian Bank
    1,162,773       16.09       578,187       8.00       722,734       10.00  
Tier 1 Capital to Average Assets (leverage ratio) (1):
                                               
Bank of the West
  $ 3,396,593       9.22 %   $ 1,473,876       4.00 %   $ 1,842,345       5.00 %
First Hawaiian Bank
    1,003,374       10.41       385,638       4.00       482,047       5.00  


(1)   The leverage ratio consists of a 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 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 various 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 Company’s 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9. Pension and Other Postretirement Benefit Plans

     The Company sponsors two noncontributory defined benefit pension plans, a cash balance plan and an unfunded excess benefit pension plan.

     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 plans and combined the two plans into one single plan. The amendment does not change the benefit options available to the retirees.

     The following table sets forth the components of the net periodic benefit cost for the three months ending March 31, 2005 and 2004:

                                 
    Pension Benefits     Other Benefits  
    2005     2004     2005     2004  
(Dollars in thousands)                                
 
                               
Service cost
  $ 2,956     $ 2,260     $ 378     $ 552  
Interest cost
    6,868       6,568       582       654  
Expected return on plan assets
    (8,833 )     (8,159 )     --       --  
Amortization of prior service cost
    --       --       (281 )     --  
Recognized net actuarial loss
    3,546       1,515       166       117  
 
                       
Total benefit cost
  $ 4,537     $ 2,184     $ 845     $ 1,323  
 
                       

     The following table sets forth the components of the net periodic benefit cost for our funded plans at March 31,:

                 
    Funded Pension Benefits  
    2005     2004  
(Dollars in thousands)                
Service cost
  $ 2,475     $ 1,760  
Interest cost
    5,672       5,531  
Expected return on plan assets
    (8,833 )     (8,159 )
Recognized net actuarial loss
    2,918       1,275  
 
           
Net periodic benefit cost
  $ 2,232     $ 407  
 
           

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 $0.9 million and $0.9 million, respectively, as of March 31, 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)

10. Operating Segments

     Our reportable segments are the operating segments that we use in our internal reporting at BOW and FHB. BOW’s 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 FHB’s 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 bank’s transfer pricing process, which assesses an internal funds charge on all segment assets and 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 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. BOW’s 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 segment’s 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 and 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Services continues to serve states in the former Community First Bank footprint. Conversion of these relationships to BWIS will occur in the second half of 2005.

     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 Company’s 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, during the quarter, the Wealth Management Division was added to the Commercial Banking Segment. Wealth Management provides trust and asset management services to a broad spectrum of clientele throughout the Company’s 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 BOW’s wholly owned subsidiary, Essex Credit Corporation, which focuses on the origination of marine and recreational vehicle loans directly with customers. In February 2004, Essex began retaining certain types of loans in its own portfolio. In previous years, Essex sold substantially all of its loans to investors on a servicing released basis.

First Hawaiian Bank

     FHB manages its operations through the following business segments: Retail Banking, Consumer Finance, Commercial Banking and Financial Management.

     Retail Banking

     FHB’s 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 FHB’s retail/community banking strategy is primarily in Hawaii. Thanks to 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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, Inc., a registered broker-dealer, member NASD/SIPC.

     The private banking department within FHB’s 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 FHB’s 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. FHB’s 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 March 31, 2005, Financial Management actively managed $3.4 billion in assets. Total assets actively managed and/or held in custody were valued at $9.6 billion.

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

     The tables below present information about the Company’s 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 March 31, 2005:
                                                                                               
Net interest income
    $  176.5       $    81.9       $  56.1       $  29.4       $  68.3       $  18.9       $    7.5       $      --       $   (5.7 )     $  (38.5 )     $       --       $  394.4  
Noninterest income
    58.3       18.3       7.5       3.3       14.1       7.9       1.4       8.2       4.3       (0.5 )     --       122.8  
Noninterest expense
    161.9       35.3       22.1       11.4       42.5       10.9       1.4       6.7       (2.1 )     2.0       --       292.1  
Provision for loan and lease losses
    1.6       (0.1 )     6.5       --       (0.2 )     2.1       0.2       --       0.9       0.1       --       11.1  
Tax provision (benefit)
    26.6       24.0       13.2       6.4       15.7       5.4       2.4       0.6       (0.1 )     (16.8 )     --       77.4  
 
                                                                                               
Net income (loss)
    $    44.7       $    41.0       $  21.8       $  14.9       $  24.4       $   8.4       $    4.9       $   0.9       $   (0.1 )     $  (24.3 )       --       $  136.6  
 
                                                                                               
Assets at March 31
    13,179       10,655       9,324       7,798       4,072       1,576       1,242       21       3,851       9,106       (9,408 )     51,416  
Goodwill at March 31
    2,298       709       308       --       650       216       118       11       --       5       --       4,315  
Average assets
    12,830       10,533       9,395       7,500       4,051       1,571       1,225       20       3,767       9,060       (9,611 )     50,341  
Average loans and leases
    9,757       8,757       8,738       --       3,053       1,389       1,027       --       29       32       (34 )     32,748  
Average deposits
    20,015       3,860       14       2,274       7,609       10       47       35       214       --       (74 )     34,004  
 
                                                                                               
Three Months Ended March 31, 2004:
                                                                                               
Net interest income
    $  123.4       $    77.5       $  53.0       $  20.7       $  56.6       $  18.9       $  10.1       $  (0.1 )     $   (6.2 )     $  (33.9 )     $       --       $  320.0  
Noninterest income
    43.6       17.9       2.7       1.4       14.7       8.4       1.4       7.7       3.9       0.8       --       102.5  
Noninterest expense
    107.8       32.5       17.0       3.5       41.9       9.8       1.7       6.5       (5.2 )     3.3       --       218.8  
Provision for loan and lease losses
    0.5       0.4       14.9       --       1.3       2.0       0.2       --       (0.5 )     0.1       --       18.9  
Tax provision (benefit)
    23.3       24.5       9.5       7.1       11.3       6.2       2.9       0.5       1.4       (15.0 )     --       71.7  
 
                                                                                               
Net income (loss)
    $    35.4       $    38.0       $  14.3       $  11.5       $  16.8       $    9.3       $    6.7       $   0.6       $    2.0       $  (21.5 )     $       --       $  113.1  
 
                                                                                               
Assets at March 31
    7,891       8,774       8,274       4,629       3,606       1,515       1,213       24       3,498       7,080       (7,590 )     $38,914  
Goodwill at March 31
    1,214       707       308       --       650       216       118       10       --       5       --       3,228  
Average assets
    7,817       8,646       8,104       4,627       3,570       1,472       1,277       24       3,266       7,016       (7,483 )     38,336  
Average loans and leases
    5,795       7,327       7,760       --       2,582       1,282       1,137       9       38       50       (38 )     25,942  
Average deposits
    14,390       3,379       6       1,625       6,838       7       19       30       200       --       (62 )     26,432  


     (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 March 31, 2005. The noninterest expense items in the Other column are primarily from Treasury activities and unallocated administrative items for March 31, 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.

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

11. Subsequent Events

     On April 28, 2005, BancWest entered into a Stock Purchase Agreement and an Amended and Restated Stockholders’ Agreement with BNP Paribas S.A., concerning Bank of the West common stock. Under the terms of the Stock Purchase agreement, BancWest sold BNP Paribas S.A. 254,132 shares of the outstanding common stock of Bank of the West for $590 million. BancWest used the proceeds to repay short-term debt of $590 million owed to BNP Paribas S.A. This debt was incurred in conjunction with the acquisitions of Community First and USDB in the fourth quarter of 2004.

     The Amended and Restated Stockholders’ Agreement governs certain call and put options relating to the 254,132 shares of Bank of the West common stock sold by BancWest to BNP Paribas S.A. The call option relating to the 254,132 shares of Bank of the West common stock gives BancWest the right on specified dates or events to repurchase all or a portion of the stock at a price equal to $590 million, plus accrued interest at a rate of 4.95%, plus $5 million, or a portion thereof based on the percentage of shares called. If BancWest does not exercise its call option by May 28, 2014 or within 90 days after certain specified events or agreements, BNP Paribas S.A. can require BancWest to repurchase the shares of Bank of the West common stock at a price equal to $590 million, plus accrued interest at a rate of 4.95%, plus $50 million, or a portion thereof based on the percentage of shares required to be purchased. Due to the put and call arrangement, the $590 million repurchase agreement is considered a redeemable security and accordingly classified as debt.

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BancWest Corporation and Subsidiaries
EXHIBITS

PART II. OTHER INFORMATION

Item 5. Other Information

     None

Item 6. Exhibits

     The Exhibits listed below are filed or incorporated by reference as part of this Report.

     (a) Exhibits

     
          12
  Statement regarding computation of ratios
 
   
          31
  Section 302 Certifications
 
   
          32
  Section 1350 Certifications

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: May 13, 2005  By:         /s/ Douglas C. Grigsby    
    Douglas C. Grigsby   
    Executive Vice President, Chief
Financial Officer and Treasurer
(principal financial officer)
 
 
 

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