U N I T E D S T A T E S
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended June 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the transition
period from _____________ to _____________
Commission File Number 1-6887
PACIFIC CENTURY FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 99-0148992
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(State of incorporation) (IRS Employer Identification No.)
130 Merchant Street, Honolulu, Hawaii 96813
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(Address of principal executive offices) (Zip Code)
(808) 643-3888
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value; outstanding at July 31, 1998 -
80,470,568 shares
PACIFIC CENTURY FINANCIAL CORPORATION and subsidiaries
June 30, 1998
PART I. - Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition (Unaudited) Pacific Century Financial Corporation and subsidiaries
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June 30 December 31 June 30
(in thousands of dollars) 1998 1997 1997
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Assets
Interest-Bearing Deposits $542,966 $335,847 $547,715
Investment Securities - Held to Maturity
(Market Value of $927,753, $1,223,235, and $1,296,045 respectively 912,648 1,220,215 1,293,849
Investment Securities - Available for Sale 2,800,772 2,651,270 2,411,882
Securities Purchased Under Agreements to Resell -- -- 1,600
Funds Sold 31,715 80,457 85,758
Loans 9,449,351 9,498,408 9,018,809
Unearned Income (199,613) (209,721) (197,967)
Reserve for Loan Losses (204,049) (174,362) (167,842)
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Net Loans 9,045,689 9,114,325 8,653,000
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Total Earning Assets 13,333,790 13,402,114 12,993,804
Cash and Non-Interest Bearing Deposits 575,553 795,332 484,239
Premises and Equipment 304,813 288,358 272,080
Customers' Acceptance Liability 6,162 21,575 19,856
Accrued Interest Receivable 90,348 93,831 90,151
Other Real Estate 11,555 6,151 11,632
Intangibles, including Goodwill 218,933 203,366 112,734
Other Assets 189,956 184,737 184,250
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Total Assets $14,731,110 $14,995,464 $14,168,746
========================================================================================================
Liabilities
Domestic Deposits
Demand - Non-Interest Bearing $1,578,978 $1,714,886 $1,358,368
- Interest Bearing 2,219,187 2,112,425 1,814,164
Savings 761,688 823,216 822,200
Time 2,838,522 2,929,782 2,738,374
Foreign Deposits
Demand - Non-Interest Bearing 413,393 351,178 329,482
Time Due to Banks 514,662 707,684 736,212
Other Savings and Time 1,179,538 968,524 1,117,355
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Total Deposits 9,505,968 9,607,695 8,916,155
Securities Sold Under Agreements to Repurchase 2,313,784 2,279,124 2,146,713
Funds Purchased 366,066 710,472 471,956
Short-Term Borrowings 379,129 226,127 490,770
Bank's Acceptances Outstanding 6,162 21,575 19,856
Accrued Pension Costs 17,443 15,134 19,440
Accrued Interest Payable 53,903 57,512 56,684
Accrued Taxes Payable 132,567 152,092 155,672
Minority Interest 6,851 5,758 7,466
Other Liabilities 143,657 96,979 100,232
Long-Term Debt 665,106 705,789 701,633
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Total Liabilities 13,590,636 13,878,257 13,086,577
Shareholders' Equity
Common Stock ($.01 par value at June 30, 1998 and $2.00 par value
at December 31, 1997 and June 30, 1997), authorized 500,000,000 shares;
issued and outstanding, June 1998 - 80,385,041;
December 1997 - 79,684,553; June 1997 - 39,363,421 804 159,369 78,727
Capital Surplus 340,872 168,920 160,375
Accumulated Other Comprehensive Income (25,958) (24,766) (7,836)
Retained Earnings 824,756 813,684 850,903
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Total Shareholders' Equity 1,140,474 1,117,207 1,082,169
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Total Liabilities and Shareholders' Equity $14,731,110 $14,995,464 $14,168,746
========================================================================================================
Consolidated Statements of Income (Unaudited) Pacific Century Financial Corporation and subsidiaries
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3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30 June 30 June 30 June 30
(in thousands of dollars except per share amounts 1998 1997 1998 1997
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Interest Income
Interest on Loans $191,065 $172,647 $378,215 $338,972
Loan Fees 11,846 7,366 22,578 16,736
Income on Lease Financing 6,650 5,550 12,533 10,322
Interest and Dividends on Investment Securities
Taxable 18,071 21,158 38,035 41,186
Non-taxable 308 286 602 578
Income on Investment Securities Available for S 42,568 38,546 84,038 77,547
Interest on Deposits 9,656 9,228 16,139 18,658
Interest on Security Resale Agreements -- 22 -- 85
Interest on Funds Sold 872 736 1,962 1,624
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Total Interest Income 281,036 255,539 554,102 505,708
Interest Expense
Interest on Deposits 80,851 80,459 160,729 157,264
Interest on Security Repurchase Agreements 32,345 28,399 62,943 55,032
Interest on Funds Purchased 6,810 5,493 13,720 11,793
Interest on Short-Term Borrowings 3,469 5,061 6,278 9,056
Interest on Long-Term Debt 10,799 11,128 21,952 22,529
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Total Interest Expense 134,274 130,540 265,622 255,674
Net Interest Income 146,762 124,999 288,480 250,034
Provision for Loan Losses 41,982 7,286 60,285 12,374
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Net Interest Income After Provision for Loan Loss 104,780 117,713 228,195 237,660
Non-Interest Income
Trust Income 13,871 12,742 27,831 26,109
Service Charges on Deposit Accounts 8,680 6,518 16,894 13,198
Fees, Exchange, and Other Service Charges 18,867 17,538 37,777 32,193
Other Operating Income 10,798 7,913 19,197 14,449
Investment Securities Gains / (Losses) (45) 1,549 3,336 2,012
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Total Non-Interest Income 52,171 46,260 105,035 87,961
Non-Interest Expense
Salaries 49,445 40,047 95,710 81,525
Pensions and Other Employee Benefits 12,725 12,426 27,632 27,510
Net Occupancy Expense 10,799 11,218 21,907 21,555
Net Equipment Expense 12,112 9,661 22,867 18,693
Other Operating Expense 49,169 35,212 87,585 65,022
Restructuring Charge 19,400 -- 19,400 --
Minority Interest 349 392 601 712
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Total Non-Interest Expense 153,999 108,956 275,702 215,017
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Income Before Income Taxes 2,952 55,017 57,528 110,604
Provision (Credit) for Income Taxes (144) 19,411 20,412 39,517
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Net Income $3,096 $35,606 $37,116 $71,087
========================================================================================================
Basic Earnings Per Share $0.04 $0.45 $0.47 $0.90
Diluted Earnings Per Share $0.04 $0.44 $0.46 $0.88
Dividends Declared Per Share $0.1625 $0.15 $0.325 $0.30
Basic Weighted Average Shares 80,258,217 78,799,958 80,070,764 79,117,490
Diluted Weighted Average Shares 81,416,341 79,771,362 81,170,893 80,115,918
========================================================================================================
Pacific Century Financial Corporation and subsidiaries
Consolidated Statements of Shareholders' Equity (Unaudited)
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Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
(in thousands of dollars except per share amounts) Total Stock Surplus Income Earnings Income
- ---------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 $1,117,207 $159,369 $168,920 ($24,766)$813,684
Comprehensive Income
Net Income 37,116 - - - 37,116 $37,116
Other Comprehensive Income, Net of Tax
Investment Securities, Net of
Reclassification Adjustment 502 - - 502 - 502
Foreign Currency Translation Adjustment (1,694) - - (1,694) - (1,694)
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Total Comprehensive Income $35,924
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Common Stock Issued
125,889 Profit Sharing Plan 2,851 224 2,627 - -
431,140 Stock Option Plan 7,188 529 6,659 - -
138,738 Dividend Reinvestment Plan 3,233 199 3,034 - -
4,721 Directors' Restricted Shares and
Deferred Compensation Plan 115 2 113 - -
Change in par value of common stock from
$2.00 per share to $.01 per share - (159,519) 159,519 - -
Cash Dividends Paid (26,044) - - - (26,044)
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Balance at June 30, 1998 $1,140,474 $804 $340,872 ($25,958)$824,756
=============================================================================================================
Balance at December 31, 1996 $1,066,122 $79,918 $186,391 ($3,722)$803,535
Comprehensive Income
Net Income 71,087 - - - 71,087 $71,087
Other Comprehensive Income, Net of Tax
Investment Securities, Net of
Reclassification Adjustment (1,434) - - (1,434) - (1,434)
Foreign Currency Translation Adjustment (2,680) - - (2,680) - (2,680)
--------------
Total Comprehensive Income $66,973
==============
Common Stock Issued
57,643 Profit Sharing Plan 2,552 115 2,437 - -
131,711 Stock Option Plan 3,451 263 3,188 - -
72,163 Dividend Reinvestment Plan 3,283 145 3,138 - -
770 Directors' Restricted Shares and
Deferred Compensation Plan 34 2 32 - -
Stock Repurchased (36,527) (1,716) (34,811) - -
Cash Dividends Paid (23,719) - - - (23,719)
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Balance at June 30, 1997 $1,082,169 $78,727 $160,375 ($7,836)$850,903
=============================================================================================================
Consolidated Statements of Cash Flows (Unaudited) Pacific Century Financial Corporation and subsidiaries
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Six Months ended June 30
(in thousands of dollars) 1998 1997
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Operating Activities
Net Income $37,116 $71,087
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses, depreciation, and amortization of income and expense 58,936 11,683
Deferred income taxes 147 6,281
Realized and unrealized investment security gains (3,549) (1,971)
Other assets and liabilities, net 6,242 (14,195)
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Net cash provided by operating activities 98,892 72,885
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Investing Activities
Proceeds from redemptions of investment securities held to maturity 380,782 59,641
Purchases of investment securities held to maturity (73,215) (32,765)
Proceeds from sales of investment securities available for sale 1,101,307 304,648
Purchases of investment securities available for sale (1,246,336) (344,052)
Net decrease (increase) in interest-bearing deposits (180,067) 74,162
Net decrease in funds sold 48,742 54,562
Net decrease (increase) in loans and lease financing 256,805 (274,587)
Premises and equipment, net (24,093) (12,380)
Purchase of Bank of Hawaii (PNG) Ltd., net of cash and non-interest
bearing deposits acquired -- (5,371)
Purchase of Paribas Bank, net of cash and non-interest
bearing deposits acquired 6,327 --
Purchase of Home Savings of America branches, net of cash and non-interest
bearing deposits acquired -- 235,020
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Net cash provided by investing activities 270,252 58,878
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Financing Activities
Net decrease in demand, savings, and time deposits (372,670) (72,584)
Proceeds from lines of credit and long-term debt -- 14,207
Principal payments on lines of credit and long-term debt (41,726) (244,717)
Net increase (decrease) in short-term borrowings (160,176) 127,955
Net proceeds (payments) from sale (repurchase) of stock 13,387 (27,207)
Cash dividends (26,044) (23,719)
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Net cash used by financing activities (587,229) (226,065)
Effect of exchange rate changes on cash (1,694) (2,680)
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Decrease in cash and non-interest bearing deposits (219,779) (96,982)
Cash and non-interest bearing deposits at beginning of year 795,332 581,221
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Cash and non-interest bearing deposits at end of period $575,553 $484,239
====================================================================================================================
/TABLE
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements
of Pacific Century Financial Corporation (Pacific Century) have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
the consolidated financial statements reflect all adjustments of
a normal and recurring nature, including adjustments related to
completed acquisitions which are necessary for a fair
presentation of the results for the interim periods, and should
be read in conjunction with the audited consolidated financial
statements and related notes included in Pacific Century's 1997
Annual Report to Shareholders. Operating results for the six
months ended June 30, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31,
1998.
International operations include certain activities located
domestically in Hawaii, as well as branches and subsidiaries
domiciled outside the United States. The operations of Bank of
Hawaii and Bancorp Pacific, Inc. located in the West and South
Pacific that are denominated in U.S. dollars are classified as
domestic. Pacific Century's international operations are
primarily located in Japan, South Korea, Singapore, Hong Kong,
Taiwan, French Polynesia and New Caledonia.
Certain amounts in prior period financial statements have
been reclassified to conform with the 1998 presentation.
Note 2. Recent Accounting Pronouncements
Effective January 1, 1998, Pacific Century adopted Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income." With the adoption of SFAS No. 130, the
format of the Consolidated Statements of Shareholders' Equity has
changed to provide the required disclosures, and prior interim
periods have been reclassified to conform with the statement.
The adoption of SFAS No. 130 had no material effect on Pacific
Century's financial position or results of operations.
In February 1998, the Financial Accounting Standards Board
(FASB) issued SFAS No. 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits." This statement standardizes,
to the extent practicable, disclosure requirements and requires
additional information on changes in benefit obligations, fair
value of plan assets and certain other disclosures. It also
eliminates certain disclosures that were previously required.
SFAS No. 132 is effective for fiscal years beginning after
December 15, 1997. The implementation of SFAS No. 132 will have
no impact on Pacific Century's financial position or results of
operations.
In June 1998, the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement
standardizes the accounting for derivative instruments by
requiring the recognition of those instruments as assets or
liabilities in the statement of financial condition, measured at
fair value. Gains or losses resulting from changes in the fair
values of derivatives would be accounted for depending on the use
of the derivatives and whether they qualify for hedge accounting.
In order to qualify for hedge accounting, the hedging
relationship must be highly effective in achieving offsetting
changes in fair value or cash flows. SFAS No. 133 requires
matching the timing of gain or loss recognition on derivative
instruments with the recognition of the changes in the fair value
of the hedged asset or liability that is attributed to the hedged
risk or the effect on earnings of the hedged forecasted
transaction. SFAS No. 133 will become effective for fiscal years
beginning after June 15, 1999. It is expected that the adoption
of SFAS No. 133 will not have a material impact on Pacific
Century's financial position or results of operations.
Note 3. Acquisitions
In May 1998, Pacific Century concluded an agreement to
acquire the interest of Group Paribas in Banque Paribas Pacifique
in New Caledonia and Banque Paribas Polynesie in French
Polynesia. As of June 30, 1998, Banque Paribas Pacifique and
Banque Paribas Polynesie had total assets of approximately $224
million and $80 million, respectively. The acquisitions were
accounted for under the purchase method and the combined recorded
goodwill of approximately $17.1 million is being amortized over
15 years on a straight line basis.
Note 4. Earnings Per Share
On December 12, 1997, a two-for-one stock split in the form
of a 100% stock dividend was distributed to shareholders. Prior
period EPS data in the consolidated financial statements have
been retroactively adjusted to reflect the stock split.
On December 31, 1997, Pacific Century adopted SFAS No. 128
"Earnings Per Share." All reported prior period earnings per
share (EPS) information have been restated in accordance with
SFAS No. 128.
For the three and six months ended June 30, 1998 and 1997,
there were no adjustments to net income (the numerator) for
purposes of computing basic and diluted EPS. The weighted
average shares (the denominator) for computing basic and diluted
EPS for the three and six months ended June 30, 1998 and 1997 are
presented in the Consolidated Statements of Income. Included in
the weighted average shares for computing diluted EPS is the
dilutive effect of stock options of 1,158,124 and 971,404 shares
for the quarter ended June 30, 1998 and 1997, respectively, and
1,100,129 and 998,428 shares for the six months ended June 30,
1998 and 1997, respectively.
Note 5. Income Taxes
The provision for income taxes is computed by applying
statutory federal and state income tax rates to income before
income taxes as reported in the consolidated financial statements
after adjusting for non-taxable items, principally from certain
state tax adjustments, tax exempt interest income, bank owned
life insurance income, and low income housing and investment tax
credits.
Note 6. Restructuring Charge
In the second quarter of 1998, Pacific Century recognized a
pre-tax restructuring charge of $19.4 million in connection with
its previously announced strategic actions to accelerate expense
reduction and improve efficiency. These actions, which will be
taken over the next two years, include the merger in Hawaii of
First Federal Savings and Loan Association of America with Bank
of Hawaii, the merger of the two U.S. Mainland banks into a
single nationally chartered entity, and the outsourcing of
various functions. The merger of the two Hawaii-based companies
includes the closing of approximately 25% of the combined
branches in the State of Hawaii. The restructuring charge
includes expected direct and incremental costs associated with
these actions and consists primarily of employee severance
payments, lease termination costs, losses on disposal of premises
and other fixed assets, and certain data processing related costs
including the write-off of redundant systems.
Note 7. Shareholders' Equity
At Pacific Century's Annual Meeting in April 1998,
shareholders approved a proposal to change the state of
incorporation of Pacific Century from Hawaii to Delaware. The
reincorporation in Delaware was effective on April 24, 1998. The
Delaware Certificate of Incorporation authorizes 500,000,000
shares of Common Stock and reduces the par value to $.01 per
share from $2.00 per share under the Hawaii Restated Articles of
Incorporation.
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations
Performance Highlights
Pacific Century Financial Corporation (Pacific Century)
reported earnings for the three months ended June 30, 1998 of
$3.1 million, compared to $35.6 million in the same quarter in
1997. Basic earnings per share were $0.04 in 1998's second
quarter, compared to $0.45 in the same year ago quarter. Diluted
earnings per share in the June 1998 quarter were $0.04, down from
$0.44 in the second quarter of 1997.
For the six months ended June 30, 1998, earnings were $37.1
million, a decrease of 47.8% from $71.1 million in the same
period last year. Basic earnings per share were $0.47 in the
first half of 1998, down from $0.90 for the same year ago period.
Diluted earnings per share were $0.46 in the first six months of
1998, compared to $0.88 in the comparable period last year.
The decline in 1998 earnings is attributed to a pre-tax
restructuring charge of $19.4 million and an increase in the
second quarter provision for loan losses to $42.0 million. The
restructuring charge relates to Pacific Century's earlier
announcement to merge First Federal Savings and Loan Association
of America (First Federal) into Bank of Hawaii and to close
approximately 25% of the combined branches in the State of
Hawaii. In addition, Pacific Century will merge its two mainland
subsidiaries banks into one nationally chartered entity.
Expenses related to completing these actions are included in the
restructuring charge. For further information, see the section
on Restructuring Plan in this report.
The higher provision for loan losses reflects gross charge-
offs of $29.7 million for the second quarter of 1998, an increase
of $9.3 million over the March 1998 quarter. Foreign loan
charge-offs in the current quarter totaled $16.0 million, up $5.8
million over the prior quarter and largely reflects charge-offs
related to loans in Thailand and Indonesia. In addition,
commercial loan charge-offs rose in the second quarter due to a
$5.5 million charge-off of one Hawaii-based loan. For further
information, see the Summary of Loan Loss Experience section in
this report.
Performance ratios for the six months ended June 30, 1998
were down from those reported in the like 1997 period. On an
annualized basis, return on average assets (ROAA) was 0.50% and
return on average equity (ROAE) was 6.53% in the first half of
1998. Comparatively, ROAA and ROAE for the first six months of
1997 were 1.04% and 13.37%, respectively, and for the full year
1997 were 0.98% and 12.57%, respectively.
Operating results under a tangible performance basis
excludes from reported earnings the after tax impact of
amortization of all intangibles, including goodwill. On a
tangible performance basis, Pacific Century's earnings were $43.9
million for the six months ended June 30, 1998, compared to $75.6
million for the same period last year. On a per share basis,
tangible diluted earnings per share were $0.54 and $0.94 for the
first half of 1998 and 1997, respectively.
Non-performing assets, excluding accruing loans past due 90
days or more, ended the current quarter at $139.3 million, or
1.47% of total loans, up from $97.1 million, or 1.02% of total
loans, at December 31, 1997. This increase is primarily due to a
rise in the foreign and commercial categories. The foreign
increase includes non-performing assets acquired in the May 1998
acquisitions of Banque Paribas Pacifique and Banque Paribas
Polynesie. The increase in the commercial category is attributed
to the addition of a large Hawaii loan and is related to the
charge-off referred to earlier.
Asia continues to remain the focus of Pacific Century's
attention. At the end of the second quarter, financial
volatility remains in those Asian countries that have been
impacted by an economic and liquidity crisis that began in mid-
1997. Pacific Century is carefully following developments in the
region, monitoring its credit exposure in those countries that
are experiencing financial difficulties, and taking action on
credit reserves as appropriate under the circumstances.
Additional information regarding Asian events are included in the
International Operations section of this report.
Pacific Century's operating performance has been impacted by
Hawaii's weak economy. The current forecast among economists is
for Hawaii's gross state product to exhibit little growth in
1998, continuing a trend that stretches back to 1991. In
addition, recent financial turbulence in Asian markets is
expected to challenge the Hawaiian economy to improve in the near
term. The Asian economic crisis has weakened the currency
exchange rates of certain countries in the Pacific region
relative to the U.S. dollar and has resulted in lowering the
number of Asian visitors to Hawaii and reducing the level of
their spending. Recent increases in the number of U.S. Mainland
visitors, however, have partially offset the decline in the Asian
market. Additionally, the Asian crisis could adversely affect
the economies of other countries in the Pacific in which Pacific
Century conducts business.
Pacific Century completed its purchase of approximately $20
million (U.S. dollar equivalent) in Bank of Queensland 6.375%
convertible notes in April 1998. The Bank of Queensland is
located in northeastern Australia, and the purchase will enable
Pacific Century to broaden its geographic reach in the Pacific
Rim.
In May 1998, Pacific Century completed its acquisition of
Group Paribas' interest in Banque Paribas Pacifique in New
Caledonia and Banque Paribas Polynesie in French Polynesia. As
of June 30, 1998, Banque Paribas Pacifique and Banque Paribas
Polynesie had total assets of approximately $224 million and $80
million, respectively.
The acquisitions of Banque Paribas Pacifique and Banque
Paribas Polynesie, California United Bank (CUB) in July 1997, and
Bank of Hawaii (PNG) Ltd. in March 1997 affect the comparability
between those amounts reported in the June 30, 1998 consolidated
financial statements and the corresponding amounts in the June
30, 1997 statements.
Pacific Century Markets
Pacific Century's oldest and largest market is Hawaii, where
operations are conducted primarily through its subsidiaries Bank
of Hawaii and First Federal. Over the past four decades, Pacific
Century's strategy has called for expanding outside of Hawaii,
with emphasis on key Pacific locations. Today, Pacific Century's
strategic focus is to provide targeted financial services to four
primary markets: Hawaii, the Pacific, Asia, and the U.S.
Mainland.
Restructuring Plan
On February 17, 1998, Pacific Century announced a two-year
restructuring plan to accelerate expense reduction and improve
Pacific Century's efficiency. In the initial phase, the program
calls for First Federal Savings and Loan Association of America
(First Federal), which was acquired by Pacific Century in 1990,
to be merged with Bank of Hawaii. First Federal branches will be
consolidated into the Bank of Hawaii network, and up to 25
branches in Hawaii (approximately 25% of the combined First
Federal and Bank of Hawaii total) will be closed over the next
two years.
Pacific Century's U.S. Mainland operations will also be
merged into one nationally chartered entity, to be headquartered
in California. California United Bank (CUB), acquired in 1997,
and Pacific Century Bank, N.A. located in Phoenix, Arizona, will
be consolidated under the name Pacific Century Bank, N.A.
When these initial actions are fully implemented, Pacific
Century expects to realize annualized pre-tax expense reductions
of approximately $22 million.
In July 1998, the necessary regulatory approvals to complete
the restructuring actions were obtained. With these approvals, a
$19.4 million restructuring charge was taken against second
quarter earnings. The restructuring charge consists of direct
and incremental costs that are primarily associated with closing
facilities, staffing, and outsourcing.
Pacific Century's restructuring program will continue in
1999 with a comprehensive nine-month redesign process to increase
revenues and further improve efficiency. Pacific Century has
contracted with a nationally recognized corporate redesign
specialist to orchestrate this activity.
Risk Elements in Lending Activities
Total loans outstanding were $9.4 billion as of June 30,
1998, compared to $9.5 billion at year-end 1997 and $9.0 billion
at June 30, 1997. Comparability between periods is impacted by
the July 1997 CUB and May 1998 Banque Paribas acquisitions. As
of June 30, 1998, CUB reported outstanding loans of $480 million,
while the two Paribas banks reported loans in the aggregate of
$211 million. Excluding the effects of these acquisitions, total
loans as of the end of the current quarter would have declined
slightly from both year-end 1997 and June 30, 1997. The
following table presents Pacific Century's total loan portfolio
for the periods indicated.
Loan Portfolio Balances Pacific Century Financial Corporation and subsidiaries
- ----------------------------------------------------------------------------------
June 30 December 31 June 30
(in millions of dollars) 1998 1997 1997
- ----------------------------------------------------------------------------------
Domestic Loans
Commercial and Industrial $2,241.7 $2,104.3 $1,860.6
Real Estate
Construction -- Commercial 261.7 268.1 242.2
-- Residential 14.9 12.9 16.3
Mortgage -- Commercial 1,323.5 1,354.5 1,219.4
-- Residential 2,678.1 2,738.9 2,671.8
Installment 843.8 891.6 845.7
Lease Financing 497.8 519.4 482.3
- ----------------------------------------------------------------------------------
Total Domestic 7,861.5 7,889.7 7,338.3
- ----------------------------------------------------------------------------------
Foreign Loans 1,587.9 1,608.7 1,680.5
- ----------------------------------------------------------------------------------
Total Loans $9,449.4 $9,498.4 $9,018.8
==================================================================================
Commercial and Industrial Loans
Commercial and Industrial (C & I) loans ended the second
quarter of 1998 at approximately $2.2 billion, up 6.5% from year-
end 1997. This growth reflects a rise in the C & I portfolio in
Hawaii, the U.S. Mainland and the West Pacific. Compared to the
same year ago date, C & I loans showed an increase of $381.1
million, which is mostly attributed to the CUB acquisition and
reflects CUB's emphasis on commercial lending. The proportion of
C & I loans to the total loan portfolio rose to 23.7% at June 30,
1998 from 22.2% and 20.6% at year-end 1997 and June 30, 1997,
respectively.
Real Estate Loans
As of June 30, 1998, real estate loans as a group
represented 45.3% of total loans, down from 46.0% at the same
date in 1997. The table above presents the composition of real
estate loans, which consists of both residential and commercial
mortgages. Residential mortgage loans continue to represent the
largest component in the real estate group totaling $2.7 billion
at June 30, 1998, down 2.2% from year-end 1997 and up slightly
over June 30, 1997.
Commercial mortgage loans were approximately $1.3 billion at
both June 30, 1998 and year-end 1997 and approximately $1.2
billion at June 30, 1997. About 70% of commercial mortgage loans
are secured by real estate located in Hawaii, with the remainder
mostly in Guam, California and Arizona. The commercial real
estate portfolio is diversified in the types of properties
securing the obligations, which include shopping centers,
commercial/industrial/warehouse facilities, and office buildings.
Generally, loans secured by commercial/industrial/warehouse and
office buildings are either solely or partially owner-occupied.
Total construction loans (both residential and commercial)
at June 30, 1998 represent 2.9% of the total loan portfolio. As
of June 30, 1998, total construction loans totaled $276.6
million, a decrease of 1.6% from year-end 1997 and an increase of
7.0% over June 30, 1997. These loans tend to be short-term in
nature with permanent take out financing commitments in place
before the construction begins.
Foreign Loans
Foreign loans at the end of 1998's second quarter totaled
approximately $1.6 billion, down 1.3% and 5.5% from year-end 1997
and June 30, 1997, respectively. Excluding the effects of the
May 1998 Paribas acquisitions, foreign loans as of June 30, 1998
would have declined by about 14.4% from year-end 1997. At June
30, 1998 foreign loans represented 16.8% of the total loan
portfolio, down from 16.9% and 18.6% at year-end 1997 and June
30, 1997, respectively.
As of June 30, 1998, foreign loans in the South Pacific
totaled $983 million, an increase of 28.2% from $767 million at
year-end 1997 reflecting the May 1998 acquisitions in New
Caledonia and French Polynesia. Most of the South Pacific loans
are in two subsidiary banks, Banque de Tahiti and Bank of Hawaii-
Nouvelle Caledonie, which in the aggregate held loans of $887
million at the end of the second quarter of 1998.
Excluding South Pacific loans, the remaining foreign loans
are mostly in Asia. Loans in this group totaled $605 million at
June 30, 1998, down 28.1% from $842 million at year-end 1997.
Pacific Century's Asian business emphasis is primarily on
correspondent banking, trade finance and working capital loans
for companies that have business interests in the Asia-Pacific
markets. The majority of Asian loans are short-term and are
largely based on Pacific Century's traditional focus on
relationships.
Additional information on Asian credit exposure and recent
Asian economic events are contained in the International
Operations section of this report.
Other Lending
Other lending includes installment loans and lease
financing. Installment loans ended the second quarter of 1998 at
$843.8 million, compared to $891.6 million at year-end 1997 and
$845.7 million at June 30, 1997. Credit cards (included in the
installment totals) were $273.9 million as of June 30, 1998, down
5.1% from year-end 1997. Also included in the installment
category are consumer installment loans, which totaled $569.9
million at June 30, 1998, compared to $602.9 million at December
31, 1997. These loans consist mainly of auto loans (direct and
indirect), unsecured creditlines, and guaranteed student loans.
Lease financing as of June 30, 1998, declined 4.2% from
year-end 1997 and was up slightly from the same year ago date.
At June 30, 1998, total leases outstanding were $497.8 million,
compared to $519.4 million at year-end 1997 and $482.3 million at
June 30, 1997.
Non-Performing Assets and Past Due Loans
Pacific Century's non-performing assets (NPAs) consist of
non-accrual loans, restructured loans and foreclosed real estate.
As of June 30, 1998, NPAs totaled $139.3 million, or 1.47% of
total loans outstanding. Comparatively, this ratio was 1.02% at
year-end 1997 and 1.04% at the same year ago date. In dollars,
total NPAs have increased from the $97.1 million reported at
year-end 1997 and $93.6 million at June 30, 1997. The increase
in non-performing assets mostly results from a rise in the
foreign and commercial categories.
Non-accrual loans were $126.1 million at June 30, 1998, up
$36.8 million from year-end 1997. This increase is mainly due to
higher foreign non-accruals, which stood at $59.7 million at June
30, 1998, reflecting a rise of $19.8 million over year-end 1997.
Included in the current quarter-end foreign total were $11.2
million in non-accrual loans relating to the recently acquired
Banque Paribas Pacifique and Banque Paribas Polynesie. As of June
30, 1998, foreign non-accruals primarily consisted of $35.6
million in French Polynesia and New Caledonia, $19.7 million in
Thailand and $2.0 million in Indonesia. Also contributing to the
increase in non-accrual loans during the first six months of
1998, was a $13.0 million rise in the commercial category that
reflects the addition of a $15.5 million Hawaii-based loan in
conjunction with a partial charge-off taken in the June quarter.
Foreclosed real estate was $11.6 million at June 30, 1998
compared to $6.2 million at year-end 1997 and $11.6 million at
June 30, 1997. The increase in foreclosed real estate from year-
end 1997 is mostly due to the addition of one C & I property.
Excluding this property, foreclosed real estate as of June 30,
1998 consisted primarily of residential properties located in
Hawaii. Total foreclosed real estate remains at a low level
representing 0.08% of total assets as of June 30, 1998.
Accruing loans past due 90 days or more declined to $22.1
million at June 30, 1998 from $25.0 million at year-end 1997.
Compared to the same time last year, accruing loans past due 90
days were down $0.5 million.
Total NPAs and loans 90 days past due totaled $161.4 million
at June 30, 1998, compared to $122.1 million and $116.2 million
at year-end 1997 and June 30, 1997, respectively. Total NPAs and
loans 90 days past due represented 1.71% of total loans
outstanding at June 30, 1998, compared to 1.29% at both year-end
1997 and June 30, 1997.
The following table presents NPAs and accruing loans past
due 90 days or more for the periods indicated.
Pacific Century Financial Corporation and subsidiaries
Consolidated Non-Performing Assets and Accruing Loans Past Due 90 Days or More
- --------------------------------------------------------------------------------------------
June 30 December 31 June 30
(in millions of dollars) 1998 1997 1997
- --------------------------------------------------------------------------------------------
Non-Accrual Loans
Commercial $23.7 $10.7 $16.6
Real Estate
Construction 2.2 1.0 0.7
Commercial 3.4 2.8 3.5
Residential 35.2 32.9 35.7
Installment 1.9 2.0 1.7
Leases -- -- 0.3
Foreign 59.7 39.9 23.5
----------------------------------------
Subtotal 126.1 89.3 82.0
Restructured Loans
Real Estate
Commercial 1.6 1.6 --
----------------------------------------
Subtotal 1.6 1.6 --
Foreclosed Real Estate
Domestic 11.6 6.2 11.6
----------------------------------------
Subtotal 11.6 6.2 11.6
----------------------------------------
Total Non-Performing Assets 139.3 97.1 93.6
----------------------------------------
Accruing Loans Past Due 90 Days or More
Commercial 2.4 2.0 0.7
Real Estate
Construction 4.2 -- 0.1
Commercial 0.9 0.6 0.3
Residential 2.4 7.3 2.6
Installment 6.4 7.6 8.2
Leases 0.9 0.1 0.2
Foreign 4.9 7.4 10.5
----------------------------------------
Subtotal 22.1 25.0 22.6
----------------------------------------
Total $161.4 $122.1 $116.2
========================================
- --------------------------------------------------------------------------------------------
Ratio of Non-Performing Assets
to Total Loans 1.47% 1.02% 1.04%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Ratio of Non-Performing Assets
and Accruing Loans Past Due
90 Days or More to Total Loans 1.71% 1.29% 1.29%
- --------------------------------------------------------------------------------------------
/TABLE
Summary of Loan Loss Experience
As of June 30, 1998, the reserve for loan losses totaled
$204.0 million, representing 2.21% of loans outstanding.
Comparatively, this ratio was 1.88% and 1.90% at year-end 1997
and June 30, 1997, respectively. During the current quarter, the
reserve for loan losses increased $28.8 million over the prior
quarter-end, reflecting primarily loan provisions that exceeded
net charge-offs by $16.0 million and reserves acquired of $13.6
million from the two Banque Paribas acquisitions.
The provision for loan losses was $42.0 million in the
second quarter of 1998, up from $18.3 million in the March 1998
quarter and $7.3 million in the June 1997 quarter. The higher
second quarter provision exceeded net charge-offs of $26 million
and increased the reserve for loan losses in recognition of the
continuing financial volatility in Asia. In the first half of
1998, the provision for loan losses totaled $60.3 million, an
increase of $47.9 million from $12.4 million in the same period
last year.
Gross charge-offs were $29.7 and $50.1 million during the
second quarter and first half of 1998, up from $20.4 million in
the March 1998 quarter and $19.1 million in the first six months
of 1997. Foreign loan charge-offs in the June 1998 quarter were
$16.0 million, an increase of $5.8 million over the prior quarter
and for the first half of 1998 were $26.2 million, compared to
zero in the same 1997 period. The increase in foreign charge-
offs is attributed to the negative effects of the Asian economic
and financial crisis. Included in the foreign category were
Asian charge-offs of $14.0 million in Thailand and $2.0 million
in Indonesia in the second quarter of 1998 and $8.1 million in
Thailand in the first quarter of 1998. An additional $1.0
million in Indonesian exposure was charged-off in the June 1998
quarter as a domestic credit. For the three and six months ended
June 30, 1998, C & I charge-offs increased $3.9 million and $4.8
million, respectively, over the comparable periods in 1997 and
reflects a $5.5 million partial charge-off recognized in June on
a loan secured by commercial real estate in Hawaii.
In the current quarter, recoveries increased to $3.7
million, compared to $2.5 million in the prior quarter.
Recoveries in the first half of 1998 were $6.2 million, down from
$9.2 million in the same year ago period. Net charge-offs in the
current quarter were $26.0 million, or 1.08% of average loans,
compared to $17.9 million, or 0.78% of average loans in the March
1998 quarter and $8.4 million, or 0.39% in the June 1997 quarter.
For the first half of 1998, net charge-offs were $43.9 million,
or 0.93% of average loans, compared to $9.9 million, or 0.23% of
average loans in the first half of 1997.
A detailed breakdown of the loan loss reserve including
charge-offs and recoveries by category is presented in the
following table.
Summary of Loan Loss Experience Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------------------------
Second Second First Six First Six
Quarter Quarter Months Months
(in millions of dollars) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------
Average Amount of Loans Outstanding $9,619.7 $8,659.0 $9,427.9 $8,568.2
Balance of Reserve for Loan Losses
at Beginning of Period $175.2 $170.1 $174.4 $167.8
Loans Charged-Off
Commercial and Industrial 7.2 3.3 9.5 4.7
Real Estate - Mortgage
Commercial 0.2 0.2 0.2 0.2
Residential 0.2 0.6 0.8 0.7
Installment 6.0 7.7 13.2 13.3
Foreign 16.0 -- 26.2 --
Leases 0.1 0.1 0.2 0.2
- ------------------------------------------------------------------------------------------------------
Total Charged-Off 29.7 11.9 50.1 19.1
Recoveries on Loans Previously Charged-Off
Commercial and Industrial 1.0 1.0 1.6 5.3
Real Estate - Mortgage
Commercial 1.0 0.3 1.0 0.3
Residential 0.1 0.7 0.2 0.7
Installment 1.5 1.5 3.0 2.8
Foreign 0.1 -- 0.4 0.1
- ------------------------------------------------------------------------------------------------------
Total Recoveries 3.7 3.5 6.2 9.2
- ------------------------------------------------------------------------------------------------------
Net Charge-Offs (26.0) (8.4) (43.9) (9.9)
Provision Charged to Operating Expenses 42.0 7.3 60.3 12.4
Other Net Additions (Deductions) * 12.8 (1.2) 13.2 (2.5)
- ------------------------------------------------------------------------------------------------------
Balance at End of Period $204.0 $167.8 $204.0 $167.8
======================================================================================================
Ratio of Net Charge-Offs to
Average Loans Outstanding (annualized) 1.08% 0.39% 0.93% 0.23%
- ------------------------------------------------------------------------------------------------------
Ratio of Reserve to Loans Outstanding 2.21% 1.90% 2.21% 1.90%
- ------------------------------------------------------------------------------------------------------
* Includes balance transfers, reserves acquired, and foreign currency translation adjustments.
/TABLE
International Operations
Pacific Century maintains an extensive international
presence in the Asia-Pacific region that provides opportunities
to take part in correspondent banking, lending and deposit-taking
activities in these markets. These activities are facilitated
through Bank of Hawaii branches, a representative office with
extensions, and full service subsidiary/affiliate banks. Pacific
Century's international operations are primarily located in
Japan, South Korea, Singapore, Hong Kong, Taiwan, French
Polynesia and New Caledonia. The operations of Pacific Century's
subsidiaries located in the West and South Pacific, which are
denominated in U.S. dollars are classified as domestic.
An important part of Pacific Century's strategy is to
facilitate trade activity within and across the Pacific.
Providing trade financing in both directions throughout the
Pacific provides short-term exposure and generates fee income for
letters of credit and bankers acceptances. Letters of credit and
bankers acceptances sold with recourse (which are off-balance
sheet transactions) are considered in Pacific Century's overall
country exposure analysis, but not in the cross-border asset
analysis.
Pacific Century's foreign assets consist of both local
currency and cross-border lending. Local currency lending are
those loans that are funded and will be repaid in the currency of
the borrower's country. Cross-border lending, on the other hand,
involves credits denominated in a currency other than that of the
country in which a borrower is located. This type of lending
involves additional risks arising from a country's reserve
position, exchange and transfer restrictions, and fluctuations in
the currency exchange rate.
Pacific Century's total credit exposure on a cross-border
basis was approximately $1.5 billion at June 30, 1998, down from
$1.6 billion in the first quarter of 1998 and up slightly over
year-end 1997. Cross-border interbank placements and loans were
$815 million at June 30, 1998, compared to $987 million at March
31, 1998 and $835 million at December 31, 1997. The table below
presents for June 30, 1998, March 31, 1998 and December 31, 1997
a geographic distribution of Pacific Century's cross-border
assets in each country in which such assets exceeded 0.75% of
total assets.
Geographic Distribution of Cross-Border International Assets (1)
Government
and Other Banks and Commercial
Official Other Financial and Industrial
(in millions of dollars) Institutions Institutions (2) Companies Total
- ----------------------------------------------------------------------------------------------------
At June 30, 1998
Japan $ - $216.1 $147.5 $ 363.6
South Korea 85.1 106.3 138.2 329.6
Taiwan - 118.8 43.2 162.0
All Others 29.5 374.0 192.7 596.2
- ----------------------------------------------------------------------------------------------------
$114.6 $815.2 $521.6 $1,451.4
====================================================================================================
At March 31, 1998
Japan $ - $342.5 $138.9 $ 481.4
South Korea - 204.3 142.6 346.9
Taiwan - 146.3 50.1 196.4
All Others 30.0 293.6 218.7 542.3
- ----------------------------------------------------------------------------------------------------
$30.0 $986.7 $550.3 $1,567.0
====================================================================================================
At December 31, 1997
Japan $ - $253.1 $136.8 $ 389.9
South Korea - 219.7 193.5 413.2
Taiwan 57.5 39.5 23.8 120.8
All Others 48.4 322.9 154.5 525.8
- ----------------------------------------------------------------------------------------------------
$105.9 $835.2 $508.6 $1,449.7
====================================================================================================
(1) Cross-border outstandings are defined as foreign monetary assets that are payable to Pacific Century in
U.S. dollars or other non-local currencies, plus amounts payable in local currency but funded with U.S.
dollars or other non-local currencies. Monetary assets include loans, acceptances, and interest-bearing
deposits with other banks.
(2) Includes U.S. dollar advances to foreign branches and affiliate banks which were used to fund local
currency transactions. Totals for June 30, 1998, March 31, 1998 and December 31, 1997 were $380.5 million,
$479.1 million and $419.9 million, respectively.
The Asian economic turmoil that began in mid-1997 has
adversely impacted the economies of many countries in the region.
Those countries affected have experienced a significant
devaluation of their currencies relative to the U.S. dollar, as
well as higher interest rates and a general tightening of credit.
These problems have made it more difficult for borrowers in those
countries to obtain and repay credit. Through the end of the
second quarter, economic uncertainty still remains in many Asian
countries. Pacific Century is closely following the developments
in Asia and has adjusted its activities in the region. In view
of the risks, Pacific Century has increased its provision for
loan losses in 1998 as more fully discussed in the section on
Summary of Loan Loss Experience. Pacific Century will continue
to monitor its activities on a country by country basis as events
evolve and will take such actions on credit reserves and business
strategy as appropriate under the circumstances.
Those countries that have been affected most from the
current economic turmoil are Thailand, Indonesia and South Korea,
which have all experienced liquidity problems, currency
devaluation, and erosion of investor confidence that required the
intervention of the International Monetary Fund. These events
have generally resulted in severe financial problems for the
corporate and financial sectors in those countries and have
created a high level of volatility in the financial markets. At
Pacific Century, all exposures relating to South Korea, Japan,
Taiwan, Hong Kong, the Philippines and Malaysia ended both year-
end 1997 and June 30, 1998 on a performing status. Early in the
second quarter, Pacific Century exchanged $83.5 million of short-
term Korean bank loans for loans that are guaranteed by the
Republic of Korea, mature over three years, and bear interest at
rates of 2.25% to 2.75% over the six-month London Interbank
Offering Rate.
Within Asia, the two most problematic economies remain
Thailand and Indonesia, where Pacific Century's cross-border
credit assets at June 30, 1998 was approximately $39 million and
$18 million, respectively, compared to $74 million and $21
million, respectively, at year-end 1997. In the first quarter of
1998, $5.4 million in U.S. dollar denominated Thai finance
company loans were exchanged for Thai baht denominated government
deposits. Charge-offs relative to Thai and Indonesian exposures
in the first half of 1998 totaled $22.1 million and $3.0 million,
respectively. Included in the charge-off total for Indonesian
exposures was a $1 million credit that was classified as a
domestic loan. Total Thai non-performing assets at June 30, 1998
were $19.7 million, up from $17.6 million at year-end 1997. With
respect to Indonesia, non-performing credits totaled $2 million
at June 30, 1998.
Capital
At June 30, 1998, Pacific Century's total capital was $1.1
billion, an increase of $23 million over year-end 1997.
Dividends in the second quarter were paid at $0.1625 per share.
Regulatory risk-based capital remained well above minimum
guidelines. At June 30, 1998, Pacific Century's Total Capital,
Tier 1 Capital and leverage ratios were 11.66%, 9.56% and 6.88%,
respectively. This compares with year-end 1997, when the Total
Capital Ratio was 11.65%, the Tier 1 Capital Ratio was 9.34% and
the leverage ratio was 7.21%. Regulatory guidelines prescribe a
minimum Total Capital Ratio of 10%, a Tier 1 Capital Ratio of 6%
and a leverage ratio of 5% for an institution to qualify as "well
capitalized." Pacific Century's strategy is to maintain its
capital ratios at levels to meet this qualification to benefit
from the financial and regulatory incentives provided to "well
capitalized" institutions.
Market Risk Exposures
Other Than Trading Activities
In the normal course of business, elements of Pacific
Century's balance sheet are exposed to varying degrees of market
risk. Market risk arises from movements in interest rates and
foreign currency exchange rates. A key element in the process of
managing market risk involves oversight by the Board of Directors
and senior management as to the level of such risk assumed by
Pacific Century in its balance sheet. The Board reviews and
approves risk management policies, including risk limits and
guidelines and delegates to the Asset Liability Management
Committee (ALCO) oversight functions. The ALCO, consisting of
the Managing Committee and senior business and finance officers,
monitors Pacific Century's market risk exposure and as market
conditions dictate, modifies balance sheet positions or directs
the use of derivative instruments.
Interest Rate Risk. Pacific Century's balance sheet is
sensitive to changes in the general level of interest rates.
This interest rate risk arises primarily from normal business
activities of making loans and taking deposits. Many other
factors also affect Pacific Century's exposure to changes in
interest rates. These factors include general economic and
financial conditions, customer preferences, and historical
pricing spread relationships.
The primary method in Pacific Century's ongoing process to
measure and monitor interest rate risk is the utilization of a
net interest income (NII) simulation model. This model is used
to estimate the amount that NII will change over a one-year time
horizon under various interest rate scenarios. These estimates
are based on numerous assumptions that include loan and deposit
volumes and pricing, prepayment speeds on mortgage-related
assets, and principal amortization and maturities on other
financial instruments. While such assumptions are inherently
uncertain, management believes that these assumptions are
reasonable. As a result, the NII simulation model provides a
sophisticated estimate rather than a precise prediction of the
exposure to higher or lower interest rates on NII.
The simulation model is used to estimate the change in NII
from a gradual increase or decrease in interest rates, moving in
parallel fashion over the entire yield curve, over the next 12-
month period relative to what the NII would have been if interest
rates had not changed. Based on the result of the model as of
June 30, 1998, a 200 basis points rise in interest rate would
have resulted in a decline in NII of 1.8%, while a 200 basis
points drop in interest rates would have resulted in an increase
in NII of 2.1%. Comparatively, as of year-end 1997, a 200 basis
points rise in interest rates would have resulted in a decline in
NII of 2.0%, while a 200 basis points drop in interest rates
would have resulted in an increase in NII of 2.3%. The resulting
estimate in NII exposure is well within the approved ALCO
guidelines and presents a balance sheet exposure that is slightly
liability sensitive. A liability sensitive exposure would imply
a favorable short-term impact on NII in periods of declining
interest rates.
In managing interest rate risks, Pacific Century uses
several approaches, both on- and off-balance sheet, to modify its
risk position. Approaches that are used to shift balance sheet
mix or alter the interest rate characteristics of assets and
liabilities include changing product pricing strategies,
modifying investment portfolio strategies, or using financial
derivatives. The use of financial derivatives has been limited
over the past three years. During this period, Pacific Century
has relied more on the use of on-balance sheet alternatives to
manage its interest rate risk position.
Foreign Currency Risk. Pacific Century's broad area of
operations throughout the South Pacific and Asia has the
potential to expose Pacific Century to foreign currency risk. In
general, however, most foreign currency denominated assets are
funded by like currency liabilities, with imbalances corrected
through the use of various hedge instruments. By specific policy
limits, the net exposure in these "other than trading" activities
is insignificant.
On the other hand, Pacific Century is exposed to foreign
currency exchange rate changes from the capital invested in its
foreign subsidiaries and branches located throughout the South
Pacific and Asia. These investments are designed to diversify
the total balance sheet exposure. While a portion of the capital
investment in French Polynesia and New Caledonia is offset by a
borrowing denominated in French Francs or foreign exchange
currency hedge transactions, the remainder of these capital
positions, aggregating approximately $93.1 million, is not
hedged.
Pacific Century uses a value-at-risk (VAR) calculation to
measure the potential loss from foreign currency exposure.
Pacific Century's VAR is calculated at a 95% confidence interval
and assumes a normal distribution. Pacific Century utilizes the
variance/covariance approach to estimate the probability of
future changes in foreign exchange rates. Under this approach,
equally weighted daily closing prices are used to determine the
daily volatility for the last 10, 30, 50, and 100 days. Pacific
Century uses the highest daily volatility of the four trading
periods in its VAR calculation.
To estimate the potential loss in its net investment in
foreign subsidiaries and branches, Pacific Century takes the
daily volatility and annualizes it by multiplying by the number
of trading days in a year. Therefore, the VAR determines the
potential one-year loss within a 95% confidence interval of the
net investment in subsidiaries.
Presented below is Pacific Century's foreign currency
exposure from its net investments in subsidiaries and branch
operations that are denominated in a foreign currency as measured
by the VAR as of June 30, 1998 and December 31, 1997.
Market Risk Exposure From Changes in Foreign Exchange Rates
- ----------------------------------------------------------------------------------------------------
June 30, 1998 December 31, 1997
(in millions of dollars) Book Value Value-at-Risk Book Value Value-at-Risk
- ----------------------------------------------------------------------------------------------------
Net Investments in Foreign
Subsidiaries and Branches
Japanese Yen $11.4 $3.2 $11.0 $1.9
Korean Won 35.9 12.1 29.5 23.0
Pacific Franc (1) 22.3 2.6 24.3 3.7
Other 23.5 12.2 29.5 8.9
------- ------- ------- -------
Total $93.1 $30.1 $94.3 $37.5
======= ======= ======= =======
(1) Net of borrowing denominated in French Francs of $42.4 million and $43.0 million as of June 30, 1998
and December 31, 1997, respectively and foreign exchange hedge transactions of $24.7 million as of June 30,
1998.
- ----------------------------------------------------------------------------------------------------
Trading Activities
Pacific Century's trading activities include foreign
currency and foreign exchange contracts that expose Pacific
Century to a modest degree of foreign currency risk. These
transactions are executed on behalf of customers and for Pacific
Century's own account. Pacific Century, however, manages its
trading account such that it does not maintain significant
foreign currency open positions. To measure the exposure of
these open positions, Pacific Century uses the VAR methodology
described above. The VAR measurement for trading activities as
of June 30, 1998 continues to be immaterial.
Liquidity
Liquidity is managed to ensure that Pacific Century has
continuous access to sufficient, reasonably priced funding to
conduct its business in a normal manner.
As of June 30, 1998, total deposits declined 1.1% to $9.5
billion from $9.6 billion at year-end 1997. During this period,
domestic deposits declined $182 million, while foreign deposits
rose $80 million. The rise in foreign deposits is due to the
Banque Paribas acquisitions and was partially offset by the
effects of declining foreign currency rates in certain Asia-
Pacific markets. Part of the decline in domestic deposits is
attributed to a shift of public time deposits into securities
sold under agreements to repurchase (Repos). Additionally, the
intense competition for domestic deposits by banks and other
financial institutions, as well as securities brokerage firms,
continues to impact the ability to attract and retain domestic
deposits. Comparing June 30, 1998 with the same date in 1997,
total deposits rose nearly $590 million, which is attributed to
the CUB and Paribas acquisitions.
Repos are offered to governmental entities as an alternative
to deposits. At June 30, 1998, Repos were $2.3 billion, compared
to $2.3 billion and $2.1 billion at year-end 1997 and June 30,
1997, respectively.
Short-term borrowing, including Funds Purchased, were $745
million at the end of June 1998 down from $937 million at year-
end 1997 and $963 million at June 30, 1997. Long-term debt has
decreased from $706 million at year-end 1997 to $665 million at
June 30, 1998, reflecting maturities. During the current quarter
no new debt was issued under Bank of Hawaii's $1 billion
"revolving" Bank Note program. Long-term debt outstanding
includes the $100 million Bancorp Hawaii Capital Trust I, 8.25%
Capital Securities issued in December 1996.
Net Interest Margin
The average net interest margin (taxable equivalent basis)
on earning assets in the second quarter of 1998 was 4.21%, an
increase from 3.90% for the same quarter in 1997 and 4.09% in the
fourth quarter of 1997. For the first half of 1998, the average
net interest margin (taxable equivalent basis) was 4.25%,
compared to 3.94% in the first half of 1997. The increase in net
margin in 1998 is partly attributed to a wider net margin in the
Hawaii market that is driven by higher yields on earning assets
and to the CUB acquisition, as CUB's margins are higher than
Pacific Century. Net interest income (taxable equivalent basis)
totaled $146.9 million and $288.8 million in the second quarter
and first half of 1998, respectively, compared to $125.2 million
and $250.5 million in the second quarter and first half of 1997,
respectively.
The yield on earning assets in the second quarter of 1998
improved to 8.06% from 7.96% in the same year ago quarter. For
the first half of 1998, the yield on earning assets was 8.15%, up
from 7.97% in the same period last year. The cost of funds rate
was 4.69% and 4.82% for the quarter ended June 30, 1998 and 1997,
respectively, and 4.71% and 4.78% for the six months ended June
30, 1998 and 1997, respectively.
Consolidated Average Balances and Interest Rates Taxable Equivalent (Unaudited)
- ------------------------------------------------------------------------------------------------------
Three Months Ended Three Months Ended
June 30, 1998 June 30, 1997
Average Income/Yield/ Average Income/Yield/
(in millions of dollars) Balance Expense Rate Balance Expense Rate
- ------------------------------------------------------------------------------------------------------
Earning Assets
Interest Bearing Deposits $593.7 $9.6 6.52% $544.1 $9.2 6.80%
Investment Securities Held to Maturity
-Taxable 933.2 18.1 7.77 1,208.8 21.2 7.02
-Tax-Exempt 12.0 0.5 15.87 12.6 0.4 14.02
Investment Securities Available for Sale 2,763.7 42.6 6.18 2,397.5 38.5 6.45
Funds Sold 75.8 0.9 4.62 63.0 0.8 4.83
Net Loans
-Domestic 7,683.2 162.4 8.48 7,139.9 145.7 8.18
-Foreign 1,936.5 35.3 7.31 1,519.1 32.6 8.61
Loan Fees 11.8 7.4
------------------------ ------------------------
Total Earning Assets 13,998.1 281.2 8.06 12,885.0 255.8 7.96
Cash and Due From Banks 619.2 452.3
Other Assets 837.3 496.1
---------- ----------
Total Assets $15,454.6 $13,833.4
========== ==========
Interest Bearing Liabilities
Domestic Deposits - Demand $2,192.0 14.1 2.57 $1,827.4 12.7 2.79
- Savings 794.9 4.9 2.48 836.4 5.3 2.54
- Time 2,830.7 39.0 5.52 2,858.3 39.0 5.48
------------------------ ------------------------
Total Domestic 5,817.6 58.0 3.99 5,522.1 57.0 4.14
Foreign Deposits
- Time Due to Banks 489.5 7.9 6.45 869.8 12.8 5.88
- Other Time and Savings 1,289.5 15.0 4.68 961.7 10.7 4.46
------------------------ ------------------------
Total Foreign 1,779.0 22.9 5.17 1,831.5 23.5 5.13
------------------------ ------------------------
Total Interest Bearing Deposits 7,596.6 80.9 4.27 7,353.6 80.5 4.39
Short-Term Borrowings 3,189.8 42.6 5.36 2,824.2 39.0 5.53
Long-Term Debt 700.8 10.8 6.18 695.7 11.1 6.42
------------------------ ------------------------
Total Interest Bearing Liabilities 11,487.2 134.3 4.69 10,873.5 130.6 4.82
------------------------ ------------------------
Net Interest Income 146.9 3.37 125.2 3.14
Average Spread on Earning Assets 4.21% 3.90%
Demand Deposits - Domestic 1,681.6 1,365.3
- Foreign 460.8 267.3
---------- ----------
Total Demand Deposits 2,142.4 1,632.6
Other Liabilities 671.0 256.9
Shareholders' Equity 1,154.0 1,070.4
---------- ----------
Total Liabilities and Shareholders' Equity $15,454.6 $13,833.4
========== ==========
Provision for Loan Losses 42.0 7.3
Net Overhead 101.8 62.7
------- -------
Income Before Income Taxes 3.1 55.2
Provision for Income Taxes (0.1) 19.4
Tax-Equivalent Adjustment 0.1 0.2
------- -------
Net Income $3.1 $35.6
======= =======
/TABLE
Consolidated Average Balances and Interest Rates Taxable Equivalent (Unaudited)
- ------------------------------------------------------------------------------------------------------
Six Months Ended Six Months Ended
June 30, 1998 June 30, 1997
Average Income/Yield/ Average Income/Yield/
(in millions of dollars) Balance Expense Rate Balance Expense Rate
- ------------------------------------------------------------------------------------------------------
Earning Assets
Interest Bearing Deposits $481.8 $16.1 6.75% $545.1 $18.7 6.90%
Investment Securities Held to Maturity
-Taxable 1,025.5 38.0 7.48 1,219.4 41.2 6.81
-Tax-Exempt 12.0 0.9 15.56 12.6 0.9 14.23
Investment Securities Available for Sale 2,663.8 84.0 6.36 2,387.9 77.6 6.55
Funds Sold 101.3 2.0 3.91 74.7 1.7 4.62
Net Loans
-Domestic 7,687.0 324.9 8.52 7,097.9 286.5 8.14
-Foreign 1,740.9 65.9 7.63 1,470.3 62.9 8.63
Loan Fees 22.6 16.7
------------------------ ------------------------
Total Earning Assets 13,712.3 554.4 8.15 12,807.9 506.2 7.97
Cash and Due From Banks 589.8 533.2
Other Assets 718.7 490.3
---------- ----------
Total Assets $15,020.8 $13,831.4
========== ==========
Interest Bearing Liabilities
Domestic Deposits - Demand $2,181.8 28.0 2.59 $1,803.5 25.0 2.80
- Savings 809.2 10.0 2.48 873.1 10.7 2.47
- Time 2,851.9 77.8 5.50 2,788.5 75.5 5.46
------------------------ ------------------------
Total Domestic 5,842.9 115.8 3.99 5,465.1 111.2 4.10
Foreign Deposits
- Time Due to Banks 555.4 17.3 6.29 882.3 25.5 5.83
- Other Time and Savings 1,152.1 27.6 4.84 922.6 20.6 4.50
------------------------ ------------------------
Total Foreign 1,707.5 44.9 5.31 1,804.9 46.1 5.15
------------------------ ------------------------
Total Interest Bearing Deposits 7,550.4 160.7 4.29 7,270.0 157.3 4.36
Short-Term Borrowings 3,115.1 82.9 5.37 2,804.8 75.9 5.46
Long-Term Debt 697.4 22.0 6.35 711.2 22.5 6.39
------------------------ ------------------------
Total Interest Bearing Liabilities 11,362.9 265.6 4.71 10,786.0 255.7 4.78
------------------------ ------------------------
Net Interest Income 288.8 3.44 250.5 3.19
Average Spread on Earning Assets 4.25% 3.94%
Demand Deposits - Domestic 1,689.8 1,373.6
- Foreign 366.9 262.8
---------- ----------
Total Demand Deposits 2,056.7 1,636.4
Other Liabilities 454.7 336.8
Shareholders' Equity 1,146.5 1,072.2
---------- ----------
Total Liabilities and Shareholders' Equity $15,020.8 $13,831.4
========== ==========
Provision for Loan Losses 60.3 12.4
Net Overhead 170.7 127.1
------- -------
Income Before Income Taxes 57.8 111.0
Provision for Income Taxes 20.4 39.5
Tax-Equivalent Adjustment 0.3 0.4
------- -------
Net Income $37.1 $71.1
======= =======
Non-Interest Income and Expense
Pacific Century utilizes the efficiency ratio to measure its
success in managing non-interest income and expense. The
efficiency ratio is derived by dividing non-interest expense by
net operating revenue (net interest income plus non-interest
income before securities transactions). The efficiency ratio for
the three and six months ended June 30, 1998 were 77.4% and
70.7%, respectively, compared to 64.2% and 64.0%, respectively,
for the comparable periods in 1997. Comparability between
periods is impacted by the restructuring charge. Excluding the
restructuring charge, the efficiency ratio would have been 67.6%
and 65.7% for the three and six months ended June 30, 1998.
Non-Interest Income
3 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended
(in millions) June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
- ----------------------------------------------------------------------------------------------------
Trust Income $13.9 $12.8 $27.8 $26.1
Service Charges on Deposit Accounts 8.7 6.5 16.9 13.2
Fees, Exchange and Other Service
Charges 18.8 17.5 37.8 32.2
Other Operating Income 10.8 7.9 19.2 14.5
Investment Securities Gains - 1.6 3.3 2.0
- ----------------------------------------------------------------------------------------------------
Total Non-Interest Income $52.2 $46.3 $105.0 $88.0
====================================================================================================
Non-interest income in the second quarter of 1998 was $52.2
million, up 12.8% over the similar quarter in 1997. For the
first six months of 1998, non-interest income was $105.0 million,
an increase of 19.4% over the same period last year. Comparisons
between periods are affected by the acquisitions, which accounted
for $7.6 million and $10.1 million of the increase in non-
interest income in the three and six months ended June 30, 1998,
respectively.
Trust income in the second quarter of 1998 and 1997 was
$13.9 million and $12.8 million, respectively. Year-to-date
trust income totaled $27.8 million, up 6.6% from $26.1 million in
the same 1997 period. These increases are primarily attributed
to a rise in the total trust assets administered and to continued
growth in Pacific Century's family of mutual funds.
Service charges on deposit accounts rose 33.2% in 1998's
second quarter over the same period in 1997. For the six months
ended June 30, 1998, this category totaled $16.9 million,
reflecting an increase of $3.7 million over the first half of
1997. This increase is largely accounted for by CUB, who
reported $2.3 million in deposit related fees thus far in 1998.
In the first three and six months of 1998, fees, exchanges,
and other service charges were up 7.6% and 17.3%, respectively,
over the same periods in 1997. The acquisitions accounted for
$3.2 million and $4.9 million of the increases for the second
quarter and first half of 1998, respectively. In the current
year-to-date period, income from letters of credit was lower than
in the same period last year.
Other operating income in the quarter ended June 30, 1998
was $10.8 million compared to $7.9 million in the like 1997
quarter. For the first half of 1998, other operating income was
$19.2 million, an increase of $4.7 million over the same year ago
period, which reflects a $0.6 million first quarter asset sale
gain and a $2.5 million impact from the acquisitions.
For the six months ended June 30, 1998, net gains from
investment securities sales were $3.3 million, up from $2.0
million in the same 1997 period. All of the 1998 gains were
recorded in the first quarter.
Non-Interest Expense
3 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended
(in millions) June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
- ----------------------------------------------------------------------------------------------------
Salaries $49.5 $40.1 $95.7 $81.5
Pension and Other Employee Benefits 12.7 12.4 27.6 27.5
Net Occupancy Expense 10.8 11.2 21.9 21.6
Net Equipment Expense 12.1 9.7 22.9 18.7
Other Operating Expense 49.2 35.2 87.6 65.0
Restructuring Charge 19.4 - 19.4 -
Minority Interest 0.3 0.4 0.6 0.7
- ----------------------------------------------------------------------------------------------------
Total Non-Interest Expense $154.0 $109.0 $275.7 $215.0
====================================================================================================
Non-interest expense in the second quarter of 1998 totaled
$154.0 million, up 41.3% from $109.0 million in the same quarter
last year. For the six months ended June 30, 1998, non-interest
expense increased $60.7 million, or 28.2% over the same period in
1997. These increases include the effects of the $19.4 million
second quarter restructuring charge and the acquisitions, which
added $15.0 million and $23.1 million to non-interest expense in
the second quarter and first six months of 1998, respectively.
The restructuring charge is discussed in an earlier section of
this report. Excluding the effects of the restructuring charge
and the acquisitions, non-interest expense in the first half of
1998 would have increased by approximately 8% over the comparable
1997 period.
Salaries and benefits were $62.2 million for the second
quarter of 1998, compared to $52.5 million for the same year ago
period. Year-to-date salaries and benefits totaled $123.3
million, up 13.1% from $109.0 million in the first half of 1997.
These increases are largely due to the acquisitions, which
accounted for $6.7 million and $10.9 million of the variance in
the three and six months ended June 30, 1998, respectively. The
Year 2000 project, which is discussed in detail in the following
section of this report, also contributed to the increase in these
expense categories in 1998.
For the second quarter of 1998, net occupancy and equipment
expense totaled $22.9 million, compared to $20.9 million in the
same period last year. Net occupancy and equipment expense for
the six months ended June 30, 1998 totaled $44.8 million, an
increase of 11.2% from $40.3 million reported for the similar
period in 1997. Included in 1998's first quarter were $1.7
million in non-recurring expenses attributed to equipment and
premise write-offs. Additionally, about $1.3 million of the
increase in the first half of 1998 is explained by the
acquisitions.
Other operating expense in the current quarter was $49.2
million, up $14.0 million over 1997's second quarter. In the
first half of 1998, other operating expense totaled $87.6
million, an increase of 34.7% over the $65.0 million reported for
the same period in 1997. For the current year-to-date period,
the increase in other operating expense is largely due to $9.4
million relating to the effects of the acquisitions, $1.4 million
in first quarter non-recurring expenses, a $2.0 million second
quarter write-down of a real estate investment, $2.0 million in
goodwill amortization related to CUB and costs incurred for the
Year 2000 project.
Year 2000
A significant issue facing all banks nationwide that could
have a large impact on expenses is the transition to the new
millennium. Year 2000 concerns arise primarily from past date-
coding practices in both software and hardware that used two-
digits rather than four-digits to represent years. If not
corrected, systems that use the two-digit format will be unable
to correctly distinguish dates after December 31, 1999. This
problem could cause these systems to fail or provide incorrect
information.
Pacific Century has made the resolution of Year 2000
exposures its top priority. A Program Management Office has been
established to monitor, evaluate and manage the risks, solutions,
and costs associated with Year 2000 issues. Pacific Century has
developed a Year 2000 project plan that incorporates the
following primary parts: identifying information technology and
non-information technology assets and systems that have Year 2000
exposure; assessing the size and complexity of the overall
project and its parts; determining risks, priorities and
resources; renovating systems (e.g. rewriting program code,
upgrading software and hardware, replacing systems, and obtaining
vendor certifications); testing software and hardware changes;
implementing Year 2000 certified systems into production; and
formulating contingency plans. The initial project phases of
inventory and assessment have been completed. At present,
Pacific Century is working on the renovation and testing phases
of the project.
Pacific Century has identified its most critical systems and
has established priorities to provide assurances that these
systems will be Year 2000 compliant in a timely manner. Pacific
Century's goal is to have a substantial portion of its business
critical systems certified as Year 2000 compliant by December 31,
1998. Management believes that Pacific Century is on target to
achieve this goal.
Pacific Century understands that successfully addressing
Year 2000 issues extends well beyond the remediation of internal
systems. Pacific Century has a detailed and extensive process to
ascertain and monitor its vendors' Year 2000 readiness.
Additionally, Pacific Century has embarked on a program to
determine the Year 2000 readiness of all major customers and
counterparties. Plans are in place to take appropriate action
should risks be uncovered in either of these areas.
While Pacific Century believes its Year 2000 project plan is
designed to be successful in resolving all critical Year 2000
issues, it is possible, because of the scope and complexity
involved, that not all potential problems will be satisfactorily
completed in a timely manner. To mitigate this possibility,
Pacific Century is formulating contingency plans for critical
assets to assure an orderly transition into the millennium. In
addition, business continuity plans are being developed as a
safeguard against unforeseen business interruptions.
Pacific Century estimates that the incremental cost of its
Year 2000 project will approximate $30 million. This cost
primarily includes estimates for technology and program
management staff, staff retention costs, consultant fees, and
software and hardware costs. Through June 30, 1998, cumulative
incremental costs for the Year 2000 project totaled approximately
$8.9 million of which approximately $2.6 million and $5.7 million
were incurred in the second quarter and first six months of 1998,
respectively. As the Year 2000 project progresses, the cost
estimate could change depending on a number of factors, including
the failure of third party vendors to address Year 2000 issues in
a timely manner.
Forward-Looking Statements
This report contains forward-looking statements regarding
management's beliefs, estimates, projections and assumptions.
These forward-looking statements are subject to risks and
uncertainties, and accordingly, actual results may differ
significantly from those presented in such statements. Factors
that might cause such a difference include, but are not limited
to, economic conditions in the areas in which Pacific Century
conducts its operations, fluctuations in interest rates,
fluctuations in foreign currency exchange rates, credit quality,
and U.S. foreign government regulations and monetary policies.
Part II. - Other Information
Items 1, 2, 3 and 5 omitted pursuant to instructions.
Item 4 - Submission of Matters to a Vote of Security Holders
(a) Pacific Century's Annual Shareholders' Meeting was held
on April 24, 1998.
(b) Omitted per instructions.
(c) A brief description of each matter voted upon at the
Annual Shareholders' Meeting held on April 24, 1998 and
number of votes cast for, against or withheld,
including a separate tabulation with respect to each
nominee for office is presented below:
(1) Election of four Class III directors for terms
expiring in 2001.
Mary G. F. Bitterman -
Votes cast for: 70,793,189
Votes cast against: 0
Votes withheld: 1,635,916
Herbert M. Richards, Jr. -
Votes cast for: 71,004,410
Votes cast against: 0
Votes withheld: 1,424,695
H. Howard Stephenson -
Votes cast for: 70,883,148
Votes cast against: 0
Votes withheld: 1,545,957
Stanley S. Takahashi -
Votes cast for: 70,640,438
Votes cast against: 0
Votes withheld: 1,788,667
2) Election of Ernst & Young LLP as Auditor.
Votes cast for: 71,291,074
Votes cast against: 239,837
Votes abstained: 898,194
(3) Proposal to approve an Amendment 97-2 to the
Pacific Century Financial Corporation Stock Option
Plan of 1994.
Votes cast for: 62,840,694
Votes cast against: 2,804,595
Votes abstained: 1,179,800
(4) Proposal to merge Pacific Century Financial
Corporation into a wholly-owned Delaware
subsidiary of Pacific Century Financial in order
to change the state of incorporation of Pacific
Century Financial Corporation from Hawaii to
Delaware.
Votes cast for: 62,730,884
Votes cast against: 3,379,882
Votes abstained: 714,323
(d) None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Index
Exhibit Number
2 Plan and Agreement of Merger Between Pacific
Century Financial Corporation (a Hawaii
corporation) and Pacific Century Financial
Corporation (a Delaware corporation)
(incorporated by reference to Appendix B of
the March 13, 1998 Proxy Statement)
3.1 Certificate of Incorporation as of February
4, 1998 (incorporated by reference to
Appendix C of the March 13, 1998 Proxy
Statement)
3.2 By-Laws as of February 4, 1998 (incorporated
by reference to Appendix D of the March 13,
1998 Proxy Statement)
10 Amendment 97-2 to the Pacific Century
Financial Corporation Stock Option Plan of
1994 (incorporated by reference to Appendix A
of the March 13, 1998 Proxy Statement)
11 Statement Regarding Computation of Per Share
Earnings
20 Quarterly Report to Shareholders
27 Financial Data Schedule
99 Statement of Ratios
(b) On April 24, 1998, Pacific Century filed a Form 8-K
regarding the reincorporation of Pacific Century
Financial Corporation in the State of Delaware.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date August 13, 1998 PACIFIC CENTURY FINANCIAL
CORPORATION
/s/ RICHARD J. DAHL
(Signature)
Richard J. Dahl
President and Chief
Operating Officer
/s/ DAVID A. HOULE
(Signature)
David A. Houle
Executive Vice President,
Treasurer and Chief
Financial Officer
Pacific Century Financial Corporation
Exhibit 11 - Statement Regarding Computation of Per Share Earning
Six Months Ended June 30
Basic Diluted
----------- -----------
1998
----
Net Income $37,116,000 $37,116,000
Weighted Average Shares 80,070,764 81,170,893
Earnings Per Share $0.47 $0.46
1997
----
Net Income $71,087,000 $71,087,000
Weighted Average Shares 79,117,490 80,115,918
Earnings Per Share $0.90 $0.88
/TABLE
To Our Shareholders:
Pacific Century Financial Corporation reported a profit of
$34.0 million and diluted earnings per share of $0.42 for the
first quarter of 1998. While slightly below the corresponding
figures reported at the end of last year's first quarter, these
results were up from the fourth quarter of 1997 and in line with
stock analysts' expectations, given the economic outlook for
Hawaii and continuing uncertainties about Asia.
On a tangible basis, earnings for the quarter were $36.5
million compared to $37.1 million for the same period last year.
Tangible diluted earnings per share for the quarter were $0.45
compared to $0.46 for 1997's first quarter and $0.44 for 1997's
fourth quarter. Your company's total assets at the end of March
1998 were $14.8 billion, up from $14.0 billion at March 31, 1997.
At the annual meeting of shareholders held April 24, 1998,
shareholders approved four proposals, including (1) the election
of four Class III directors for 3-year terms expiring in 2001
(Mary G.F. Bitterman, Herbert M. Richards, Jr., H. Howard
Stephenson, and Stanley S. Takahashi); (2) the election of Ernst
& Young, LLP as Independent Auditor for fiscal year 1998; (3)
approval of an amendment to the Pacific Century Stock Option Plan
of 1994 providing for issuance of replacement options to certain
employees of California United Bank and for the issuance of stock
compensation in future mergers or acquisitions; and (4) approval
of a change in the state of incorporation from Hawaii to
Delaware.
The company's board of directors declared a quarterly cash
dividend for the first quarter of 16 1/4 cents per share on the
outstanding common stock. The dividend will be payable on June
12, 1998 to shareholders of record at the close of business on
May 22, 1998.
In light of Hawaii's continuing economic doldrums,
management's near-term focus will be on improving efficiency and
enhancing revenues through expense reduction and process
improvement. Pacific Century has launched a two-year
reorganization and restructuring program to accelerate expense
reduction and improve efficiency. Upon regulatory approval, the
program will see the merger of First Federal Savings & Loan
Association of America with Bank of Hawaii, the closing of
approximately 25 branches in Hawaii, and a comprehensive
customer-focused redesign process in 1999. Through strategic
alliances and rationalization of delivery channels in the State
of Hawaii, as well as initiatives relating to the company's
corporate charters and the merger of its two mainland
subsidiaries, Pacific Century expects to achieve significant
operating efficiencies and expense reductions. Subsequent to
receiving the necessary regulatory approvals and identifying the
branches to be closed, Pacific Century will quantify and realize
a restructuring cost.
The value of your investment in Pacific Century Financial
Corporation continues to be our utmost priority. We have set a
goal to lower (improve) our efficiency ratio to 55% by the end of
year 2000 and to achieve significant efficiencies in our
processes, our delivery systems and our structure. I pledge to
you that we are committed to doing what it takes to achieve these
goals.
Sincerely,
/c/ LAWRENCE M. JOHNSON
Lawrence M. Johnson
Chairman and Chief Executive Officer
Corporate Offices:
Financial Plaza of the Pacific
130 Merchant Street
Honolulu, Hawaii 96813
Investor or Analyst Inquiries:
David A. Houle, Executive Vice President, Treasurer and Chief
Financial Officer
(808) 537-8288
or
Sharlene K. Bliss
Investor Relations
(808) 537-8037
or
Cori C. Weston
Corporate Secretary
(808) 537-8272
Highlights (Unaudited) Pacific Century Financial Corporation and subsidiaries
------------------------------------------------------------------------------------------------------------------
March 31 March 31
1998 1997
------------------------------------------------------------------------------------------------------------------
Return on Average Assets 0.95% 1.04%
------------------------------------------------------------------------------------------------------------------
Return on Average Equity 12.11% 13.40%
------------------------------------------------------------------------------------------------------------------
Average Spread on Earning Assets 4.29% 3.99%
------------------------------------------------------------------------------------------------------------------
Average Equity/Average Assets 7.81% 7.77%
------------------------------------------------------------------------------------------------------------------
Book Value Per Common Share $14.27 $13.38
------------------------------------------------------------------------------------------------------------------
Loss Reserve/Loans Outstanding 1.90% 1.98%
------------------------------------------------------------------------------------------------------------------
Common Stock Price Range High Low Dividend
1997............................. $28.06 $20.31 $0.625
1998 First Quarter............... $25.13 $20.31 $0.1625
==================================================================================================================
Consolidated Statements of Income (Unaudited)
------------------------------------------------------------------------------------------------------------------
3 Months 3 Months
Ended Ended
March 31 March 31
(in thousands of dollars except per share amounts) 1998 1997
------------------------------------------------------------------------------------------------------------------
Total Interest Income $273,066 $250,169
Total Interest Expense 131,348 125,134
------------------------------------------------------------------------------------------------------------------
Net Interest Income 141,718 125,035
Provision for Possible Loan Losses 18,303 5,088
------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses 123,415 119,947
Total Non-Interest Income 52,864 41,701
Total Non-Interest Expense 121,703 106,061
------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 54,576 55,587
Provision for Income Taxes 20,556 20,106
------------------------------------------------------------------------------------------------------------------
Net Income $34,020 $35,481
==================================================================================================================
Basic Earnings Per Share $0.43 $0.45
Diluted Earnings Per Share $0.42 $0.44
Basic - Weighted Average Shares 79,881,229 79,438,552
Diluted - Weighted Average Shares 80,735,604 80,542,522
------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Condition (Unaudited)
------------------------------------------------------------------------------------------------------------------
March 31 December 31 March 31
(in thousands of dollars) 1998 1997 1997
------------------------------------------------------------------------------------------------------------------
Assets
Interest-Bearing Deposits $425,637 $335,847 $547,722
Investment Securities
(Market Value of $3,805,037, $3,874,505, and $3,718,250 respectively) 3,800,428 3,871,485 3,723,139
Funds Sold 119,480 80,457 72,499
Loans 9,403,406 9,498,408 8,753,384
Unearned Income (202,865) (209,721) (182,472)
Reserve for Loan Losses (175,194) (174,362) (170,059)
------------------------------------------------------------------------------------------------------------------
Net Loans 9,025,347 9,114,325 8,400,853
------------------------------------------------------------------------------------------------------------------
Total Earning Assets 13,370,892 13,402,114 12,744,213
Cash and Non-Interest Bearing Deposits 586,746 795,332 532,009
Premises and Equipment 285,916 288,358 269,506
Other Assets 514,261 509,660 441,066
------------------------------------------------------------------------------------------------------------------
Total Assets $14,757,815 $14,995,464 $13,986,794
==================================================================================================================
Liabilities
Deposits $9,435,399 $9,607,695 $9,101,050
Securities Sold Under Agreements to Repurchase 2,304,423 2,279,124 1,995,206
Funds Purchased 559,573 710,472 376,688
Short-Term Borrowings 259,604 226,127 381,039
Other Liabilities 370,738 349,050 373,057
Long-Term Debt 684,782 705,789 698,350
------------------------------------------------------------------------------------------------------------------
Total Liabilities 13,614,519 13,878,257 12,925,390
Shareholders' Equity
Common Stock ($2 par value), authorized 200,000,000 shares;
issued and outstanding, March 31 - 80,140,398;
December 1997 - 79,684,553; March 1997 - 39,685,182; 160,281 159,369 79,370
Capital Surplus 176,496 168,920 174,180
Accumulated Other Comprehensive Income (28,193) (24,766) (19,237)
Retained Earnings 834,712 813,684 827,091
------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 1,143,296 1,117,207 1,061,404
------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $14,757,815 $14,995,464 $13,986,794
==================================================================================================================
Pacific Century Financial Corporation
Exhibit 99 - Statement Regarding Computation of Ratios
Six Months Ended June 30
(in millions of dollars) 1998 1997
Earnings:
1. Income Before Income Taxes $57.5 $110.6
2. Plus: Fixed Charges Including Interest on Deposit 266.9 259.0
------ ------
3. Earnings Including Fixed Charges 324.4 369.6
4. Less: Interest on Deposits 160.7 157.3
------ ------
5. Earnings Excluding Interest on Deposits $163.7 $212.3
====== ======
Fixed Charges:
6. Fixed Charges Including Interest on Deposits $266.9 $259.0
7. Less: Interest on Deposits 160.7 157.3
------ ------
8. Fixed Charges Excluding Interest on Deposits $106.2 $101.7
====== ======
Ratio of Earnings to Fixed Charges:
Including Interest on Deposits (Line 3 divided by Line 6) 1.2 x 1.4 x
Excluding Interest on Deposits (Line 5 divided by Line 8) 1.5 x 2.1 x
9
1000
6-MOS
DEC-31-1997
JUN-30-1998
575553
542966
31715
2735
2800772
912648
927753
9449351
204049
14731110
9505968
3058979
360583
665106
0
0
804
1139670
14731110
413326
122675
18101
554102
160729
265622
288480
60285
3336
275702
57528
57528
0
0
37116
0.47
0.46
4.25
126041
22128
1639
0
174362
50119
6245
204049
0
0
0
