UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

ý

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2004

 

 

 

or

 

 

 

o

 

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

 

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

99-0148992

(State of incorporation)

 

(IRS Employer Identification No.)

 

 

 

130 Merchant Street, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

 

 

 

1-(888)-643-3888

(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  ý

 

No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes  ý

 

No  o

 

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 23, 2004 – 52,583,973 shares

 

 



 

Bank of Hawaii Corporation

Form 10-Q

INDEX

 

 

Page

Part I. - Financial Information

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Consolidated Statements of Income - Three and six months ended June 30, 2004 and 2003

3

 

 

 

 

Consolidated Statements of Condition – June 30, 2004, December 31, 2003, and June 30, 2003

4

 

 

 

 

Consolidated Statements of Shareholders’ Equity – Six months ended June 30, 2004 and 2003

5

 

 

 

 

Consolidated Statements of Cash Flows – Six months ended June 30, 2004 and 2003

6

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures of Market Risk

32

 

 

 

Item 4.

Controls and Procedures

32

 

 

 

Part II. - Other Information

 

 

 

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

33

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

33

 

 

 

Item 5.

Other Information

34

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

35

 

 

 

Signatures

 

36

 

2



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

(dollars in thousands except per share amounts)

 

2004

 

2003

 

2004

 

2003

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and Fees on Loans and Leases

 

$

80,346

 

$

85,954

 

$

161,774

 

$

171,727

 

Income on Investment Securities - Held to Maturity

 

6,711

 

3,083

 

13,687

 

5,366

 

Income on Investment Securities - Available for Sale

 

21,745

 

19,815

 

42,591

 

42,278

 

Deposits

 

1,646

 

1,161

 

2,877

 

2,468

 

Funds Sold

 

177

 

822

 

594

 

1,586

 

Other

 

865

 

1,016

 

1,723

 

2,205

 

Total Interest Income

 

111,490

 

111,851

 

223,246

 

225,630

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

8,560

 

13,309

 

17,760

 

27,756

 

Securities Sold Under Agreements to Repurchase

 

2,222

 

2,391

 

4,148

 

4,633

 

Funds Purchased

 

506

 

219

 

737

 

424

 

Short-Term Borrowings

 

13

 

25

 

28

 

49

 

Long-Term Debt

 

4,340

 

5,422

 

8,693

 

11,283

 

Total Interest Expense

 

15,641

 

21,366

 

31,366

 

44,145

 

Net Interest Income

 

95,849

 

90,485

 

191,880

 

181,485

 

Provision for Loan and Lease Losses

 

(3,500)

 

 

(3,500)

 

 

Net Interest Income After Provision for Loan and Lease Losses

 

99,349

 

90,485

 

195,380

 

181,485

 

Non-Interest Income

 

 

 

 

 

 

 

 

 

Trust and Asset Management

 

12,995

 

12,545

 

26,859

 

25,726

 

Mortgage Banking

 

2,808

 

6,061

 

4,785

 

6,344

 

Service Charges on Deposit Accounts

 

9,540

 

8,645

 

19,490

 

17,595

 

Fees, Exchange, and Other Service Charges

 

14,243

 

13,473

 

27,482

 

26,462

 

Investment Securities Gains (Losses)

 

(37)

 

587

 

(37)

 

1,170

 

Insurance

 

3,303

 

3,015

 

6,946

 

6,095

 

Other

 

11,996

 

6,413

 

18,165

 

12,100

 

Total Non-Interest Income

 

54,848

 

50,739

 

103,690

 

95,492

 

Non-Interest Expense

 

 

 

 

 

 

 

 

 

Salaries and Benefits

 

46,689

 

47,711

 

92,690

 

94,140

 

Net Occupancy Expense

 

9,543

 

9,628

 

18,929

 

19,241

 

Net Equipment Expense

 

5,799

 

9,208

 

11,763

 

18,956

 

Information Technology Systems Replacement Project

 

 

10,105

 

 

17,522

 

Other

 

23,094

 

18,742

 

44,765

 

35,735

 

Total Non-Interest Expense

 

85,125

 

95,394

 

168,147

 

185,594

 

Income Before Income Taxes

 

69,072

 

45,830

 

130,923

 

91,383

 

Provision for Income Taxes

 

24,840

 

15,796

 

46,892

 

31,548

 

Net Income

 

$

44,232

 

$

30,034

 

$

84,031

 

$

59,835

 

Basic Earnings Per Share

 

$

0.84

 

$

0.50

 

$

1.57

 

$

0.99

 

Diluted Earnings Per Share

 

$

0.79

 

$

0.48

 

$

1.48

 

$

0.95

 

Dividends Declared Per Share

 

$

0.30

 

$

0.19

 

$

0.60

 

$

0.38

 

Basic Weighted Average Shares

 

52,491,874

 

59,566,970

 

53,389,261

 

60,425,943

 

Diluted Weighted Average Shares

 

55,662,415

 

62,301,337

 

56,710,653

 

62,907,697

 

 

3



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Condition

 

(dollars in thousands)

 

June 30,
2004

 

December 31,
2003

 

June 30,
2003

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

179,680

 

$

154,735

 

$

307,552

 

Investment Securities - Held to Maturity (Market Value of $663,534, $720,699, and $555,878)

 

679,382

 

727,233

 

548,719

 

Investment Securities - Available for Sale

 

2,275,272

 

1,991,116

 

2,140,607

 

Funds Sold

 

 

 

250,000

 

Loans Held for Sale

 

9,565

 

9,211

 

71,892

 

Loans and Leases

 

5,787,314

 

5,757,175

 

5,471,870

 

Allowance for Loan and Lease Losses

 

(124,904)

 

(129,080)

 

(137,974)

 

Net Loans

 

5,662,410

 

5,628,095

 

5,333,896

 

Total Earning Assets

 

8,806,309

 

8,510,390

 

8,652,666

 

Cash and Non-Interest-Bearing Deposits

 

339,486

 

363,495

 

297,868

 

Premises and Equipment

 

149,128

 

160,005

 

165,542

 

Customers’ Acceptance Liability

 

1,213

 

1,707

 

1,371

 

Accrued Interest Receivable

 

36,378

 

32,672

 

35,849

 

Foreclosed Real Estate

 

4,889

 

4,377

 

9,285

 

Mortgage Servicing Rights

 

20,819

 

22,178

 

24,841

 

Goodwill

 

36,216

 

36,216

 

36,216

 

Other Assets

 

294,331

 

330,607

 

327,296

 

Total Assets

 

$

9,688,769

 

$

9,461,647

 

$

9,550,934

 

Liabilities

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Non-Interest-Bearing Demand

 

$

1,939,580

 

$

1,933,928

 

$

1,843,750

 

Interest-Bearing Demand

 

1,464,207

 

1,356,330

 

1,161,409

 

Savings

 

2,976,108

 

2,833,379

 

2,754,607

 

Time

 

1,089,393

 

1,209,142

 

1,381,083

 

Total Deposits

 

7,469,288

 

7,332,779

 

7,140,849

 

Securities Sold Under Agreements to Repurchase

 

687,816

 

472,757

 

699,256

 

Funds Purchased

 

139,055

 

109,090

 

90,200

 

Short-Term Borrowings

 

11,055

 

12,690

 

22,424

 

Current Maturities of Long-Term Debt

 

80,000

 

96,505

 

34,000

 

Banker’s Acceptances Outstanding

 

1,213

 

1,707

 

1,371

 

Retirement Benefits Payable

 

62,821

 

61,841

 

62,678

 

Accrued Interest Payable

 

7,169

 

7,483

 

9,755

 

Taxes Payable and Deferred Taxes

 

225,989

 

207,101

 

196,868

 

Other Liabilities

 

87,325

 

138,999

 

81,988

 

Long-Term Debt

 

217,600

 

227,563

 

298,535

 

Total Liabilities

 

8,989,331

 

8,668,515

 

8,637,924

 

Shareholders’ Equity

 

 

 

 

 

 

 

Common Stock ($.01 par value); authorized 500,000,000 shares; issued / outstanding: June 2004 - 81,711,599 / 52,426,010, December 2003 - 81,647,729 / 54,928,480, June 2003 - 81,588,394 / 58,896,230

 

813

 

807

 

807

 

Capital Surplus

 

403,150

 

391,701

 

386,565

 

Accumulated Other Comprehensive Income (Loss)

 

(27,258)

 

(5,711)

 

12,412

 

Retained Earnings

 

1,251,689

 

1,199,077

 

1,151,623

 

Deferred Stock Grants

 

(9,391)

 

(8,309)

 

(8,168)

 

Treasury Stock, at Cost (Shares: June 2004 - 29,285,589, December 2003 - 26,719,249, June 2003 - 22,692,164)

 

(919,565)

 

(784,433)

 

(630,229)

 

Total Shareholders’ Equity

 

699,438

 

793,132

 

913,010

 

Total Liabilities and Shareholders’ Equity

 

$

9,688,769

 

$

9,461,647

 

$

9,550,934

 

 

4



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

 

(dollars in thousands)

 

Total

 

Common
Stock

 

Capital
Surplus

 

Accum.
Other
Compre-
hensive

Income
(Loss)

 

Retained
Earnings

 

Deferred
Stock
Grants

 

Treasury
Stock

 

Compre-
hensive

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

$

793,132

 

$

807

 

$

391,701

 

$

(5,711)

 

$

1,199,077

 

$

(8,309)

 

$

(784,433)

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

84,031

 

 

 

 

84,031

 

 

 

$

84,031

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Unrealized Gains and Losses on Investment Securities

 

(21,547)

 

 

 

(21,547)

 

 

 

 

(21,547)

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

62,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Issued under Stock Plans and Related Tax Benefits (908,502 shares)

 

32,028

 

6

 

11,449

 

 

803

 

(1,082)

 

20,852

 

 

 

Treasury Stock Purchased (3,527,779 shares)

 

(155,984)

 

 

 

 

 

 

(155,984)

 

 

 

Cash Dividends Paid

 

(32,222)

 

 

 

 

(32,222)

 

 

 

 

 

Balance at June 30, 2004

 

$

699,438

 

$

813

 

$

403,150

 

$

(27,258)

 

$

1,251,689

 

$

(9,391)

 

$

(919,565)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2002

 

$

1,015,759

 

$

806

 

$

372,192

 

$

11,659

 

$

1,115,910

 

$

(1,424)

 

$

(483,384)

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

59,835

 

 

 

 

59,835

 

 

 

$

59,835

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Unrealized Gains and Losses on Investment Securities

 

753

 

 

 

753

 

 

 

 

753

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

60,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Issued under Stock Plans and Related Tax Benefits (992,802 shares)

 

21,785

 

1

 

14,373

 

 

(1,190)

 

(6,744)

 

15,345

 

 

 

Treasury Stock Purchased (5,107,779 shares)

 

(162,190)

 

 

 

 

 

 

(162,190)

 

 

 

Cash Dividends Paid

 

(22,932)

 

 

 

 

(22,932)

 

 

 

 

 

Balance at June 30, 2003

 

$

913,010

 

$

807

 

$

386,565

 

$

12,412

 

$

1,151,623

 

$

(8,168)

 

$

(630,229)

 

 

 

 

5



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

 

 

 

Six Months Ended
June 30,

 

(dollars in thousands)

 

2004

 

2003

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

Net Income

 

$

84,031

 

$

59,835

 

Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:

 

 

 

 

 

Provision for Loan and Lease Losses

 

(3,500)

 

 

Depreciation and Amortization

 

10,523

 

17,344

 

Amortization of Deferred Loan and Lease Fees

 

(1,248)

 

(3,759)

 

Amortization and Accretion of Investment Securities

 

6,830

 

19,282

 

Deferred Stock Grants

 

2,444

 

3,382

 

Deferred Income Taxes

 

8,296

 

7,672

 

Net (Gain) Loss on Investment Securities

 

37

 

(1,170)

 

Proceeds From Sales of Loans Held for Sale

 

250,449

 

372,187

 

Originations of Loans Held for Sale

 

(250,803)

 

(403,961)

 

Net Change in Other Assets and Liabilities

 

11,323

 

2,824

 

Net Cash Provided by Operating Activities

 

118,382

 

73,636

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Proceeds from Redemptions of Investment Securities Held to Maturity

 

117,212

 

109,183

 

Purchases of Investment Securities Held to Maturity

 

(70,238)

 

(428,287)

 

Proceeds from Sales and Redemptions of Investment Securities Available for Sale

 

347,709

 

1,004,004

 

Purchases of Investment Securities Available for Sale

 

(671,520)

 

(874,254)

 

Net Increase in Loans and Leases

 

(29,567)

 

(113,986)

 

Premises and Equipment, Net

 

354

 

(5,917)

 

Net Cash Used by Investing Activities

 

(306,050)

 

(309,257)

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Net Increase in Demand Deposits

 

113,529

 

113,694

 

Net Increase in Savings Deposits

 

142,729

 

219,388

 

Net Decrease in Time Deposits

 

(119,749)

 

(112,394)

 

Proceeds from Long-Term Debt

 

 

50,000

 

Repayments of Long-Term Debt

 

(26,468)

 

(107,250)

 

Net Increase (Decrease) in Short-Term Borrowings

 

243,389

 

(21,628)

 

Proceeds from Issuance of Common Stock

 

23,380

 

15,023

 

Repurchase of Common Stock

 

(155,984)

 

(162,190)

 

Cash Dividends

 

(32,222)

 

(22,932)

 

Net Cash Provided (Used) by Financing Activities

 

188,604

 

(28,289)

 

Increase (Decrease) in Cash and Cash Equivalents

 

936

 

(263,910)

 

Cash and Cash Equivalents at Beginning of Period

 

518,230

 

1,119,330

 

Cash and Cash Equivalents at End of Period

 

$

519,166

 

$

855,420

 

 

6



 

Bank of Hawaii Corporation

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1.                                                          Summary of Significant Accounting Policies

 

Bank of Hawaii Corporation (the “Company”) is a bank holding company providing a broad range of financial products and services to customers in Hawaii and the Pacific Islands (Guam, nearby islands and American Samoa).  The Company’s principal subsidiary is Bank of Hawaii (the “Bank”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. 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 U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the interim periods.

 

Certain prior period amounts have been reclassified to conform to current period classifications.

 

These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s 2003 Annual Report on Form 10-K.  Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

 

Stock-Based Compensation

 

The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations.  Generally, stock-based employee compensation expense associated with stock options is not reflected in net income as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

 

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation:

 

7



 

 

 

Six Months Ended June 30,

 

(dollars in thousands except per share and option data)

 

2004

 

2003

 

Net Income, as Reported

 

$

84,031

 

$

59,835

 

Add:

Stock-Based Employee Compensation Expense Associated with Stock Options Included in Reported Net Income, Net of Related Tax Effects

 

 

326

 

Less:

Total Stock-Based Employee Compensation Expense Associated with Stock Options Determined Under Fair Value Method for all Option Awards, Net of Related Tax Effects

 

(2,867)

 

(5,691)

 

Pro Forma Net Income 1

 

$

81,164

 

$

54,470

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

Basic-as reported

 

$

1.57

 

$

0.99

 

Basic-pro forma 1

 

$

1.52

 

$

0.90

 

Diluted-as reported

 

$

1.48

 

$

0.95

 

Diluted-pro forma 1

 

$

1.43

 

$

0.87

 

 

 

 

 

 

 

Weighted Average Fair Value of Options Granted During the Year1

 

 

$

8.58

 

Assumptions:

 

 

 

 

 

Average Risk Free Interest Rate

 

 

3.85%

 

Average Expected Volatility

 

 

31.94%

 

Expected Dividend Yield

 

 

3.07%

 

Expected Life

 

 

6.6 years

 

 


1                    A Black-Scholes option pricing model was used to determine the fair value of the options granted.

 

Note 2.                                                          Business Segments

 

The information under the caption “Business Segments” in Management’s Discussion and Analysis is incorporated herein by reference.

 

Note 3.                                                          Pension Plans and Postretirement Benefits

 

Components of net periodic benefit cost for the aggregated pension plans and the postretirement benefits are presented in the following table.

 

 

 

Six Months Ended June 30,

 

 

 

Pension Benefits

 

Postretirement Benefits

 

(dollars in thousands)

 

2004

 

2003

 

2004

 

2003

 

Components of Net Periodic Benefit Cost:

 

 

 

 

 

 

 

 

 

Service Cost

 

$

 

$

 

$

494

 

$

620

 

Interest Cost

 

2,183

 

2,136

 

886

 

1,028

 

Expected Return on Plan Assets

 

(2,364)

 

(2,324)

 

 

 

Amortization of Unrecognized Net Transition Obligation

 

 

 

294

 

326

 

Actuarial (Gain) Loss

 

656

 

455

 

(312)

 

(132)

 

Total Components of Net Periodic Benefit Cost

 

$

475

 

$

267

 

$

1,362

 

$

1,842

 

 

There were no significant changes from the previously reported $1.8 million in contributions expected to be paid during 2004.

 

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted on December 8, 2003.  The Act expands Medicare, primarily adding a prescription drug benefit for Medicare-eligible retirees starting in 2006.  In May 2004, the Financial Accounting Standards Board issued Staff Position No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“FSP 106-2”), that provides accounting guidance for the effects of the Act regarding prescription drug benefits under Medicare for sponsors of retiree health care benefit plans.  The Company evaluated the impact of the Act in conjunction with the guidance provided in FSP 106-2 and it is not expected that the Medicare changes will have an effect on the Company’s postretirement benefit obligations.

 

8



 

Note 4.                                                          Information Technology Systems Replacement Project

 

In July 2002, the Company entered into contracts with Metavante Corporation to provide for technology services, including professional services to convert existing systems to Metavante systems.  The conversion was completed in the third quarter of 2003 and the final payments were made in the second quarter of 2004.  The following summarizes the change in the liability balance during the six months ended June 30, 2004:

 

(dollars in thousands)

 

Professional Fees

 

Employee
Termination
Benefits

 

Other
Associated
Costs 1

 

Total

 

Liability Balance at December 31, 2003

 

$

1,002

 

$

471

 

$

513

 

$

1,986

 

Payments

 

(605)

 

(421)

 

 

(1,026)

 

Adjustments

 

(51)

 

 

51

 

 

Liability Balance at March 31, 2004

 

346

 

50

 

564

 

960

 

 

 

 

 

 

 

 

 

 

 

Payments

 

(346)

 

(50)

 

(564)

 

(960)

 

Liability Balance at June 30, 2004

 

$

 

$

 

$

 

$

 

 


1 Includes contract termination, equipment, excise tax and other costs.

 

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

 

Forward-Looking Statements

 

This report, including the Earnings Outlook herein, contains forward-looking statements concerning, among other things, the economic environment in the Company’s service area, the expected level of loan loss provisioning, and anticipated net income, dividends, revenues and expenses during 2004 and beyond.  The Company’s forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate and actual results may differ materially from those projected for a variety of reasons, including, but not limited to: 1) unanticipated changes in business and economic conditions, the competitive environment, fiscal and monetary policies, or legislation in Hawaii and the other markets the Company serves; 2) changes in the Company’s credit quality or risk profile which may increase or decrease the required level of allowance for loan and lease losses; 3) changes in market interest rates that may affect the Company’s credit markets and ability to maintain its net interest margin; 4) changes to the amount and timing of the Company’s proposed equity repurchases and repayment of maturing debt; 5) inability to achieve expected benefits of the Company’s business process changes due to adverse changes in implementation processes or costs, operational savings, or timing; 6) real or threatened acts of war or terrorist activity affecting business conditions; and 7) adverse weather and other natural conditions impacting the Company and its customers’ operations.  Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements.  The Company does not undertake any obligation to update forward-looking statements to reflect later events or circumstances.

 

9



 

OVERVIEW

 

In January 2004, the Company announced its 2004-2006 plan (the “Plan”), which continues to build on the objective of maximizing shareholder value over time that was established in the previous three-year strategic plan.

 

There are five key elements of the Plan: 1) accelerate revenue growth in our island markets; 2) better integrate our business segments; 3) continue to develop our management teams; 4) improve operating efficiency; and 5) maintain a culture of dependable risk and capital management.  The Company plans to accelerate growth by improving customer service levels and developing a more proactive, integrated sales culture across the Company.  In order to better integrate the Company’s three primary business segments - Retail Banking, Commercial Banking and Investment Services Group - each segment plans to work more closely with the others to improve the breadth of customer relationships.  In continuing to develop the management team, the Company plans to assess leadership talent, build leadership capabilities and continue the development of a comprehensive succession plan. To improve efficiency, the Company plans to identify opportunities and implement changes that lower costs without negatively impacting customer service. In maintaining a discipline of dependable risk and capital management, the Company seeks to optimally balance risk, liquidity and capital.  Risk will be managed in accordance with established tolerance levels while supporting business units in making value-adding risk/return decisions.

 

The Company utilizes various financial measures to evaluate its performance and against the objectives of the Plan.  These measures include diluted earnings per share, return on average assets, return on average equity, efficiency ratio and operating leverage, which is defined as the impact of relative changes in revenues and expenses on operating income.  Management also uses net income after capital charge as a key measure of the value the Company is creating for its shareholders.  In managing risk, the Company looks at credit quality measures such as the ratio of the allowance for loan and lease losses to loans and leases outstanding, the ratio of net loan charge-offs to average loans outstanding and the ratio of non-performing assets to total loans and foreclosed real estate.

 

In the second quarter of 2004, the Company’s diluted earnings per share were $0.79, an increase of $0.10 or 14% from diluted earnings per share of $0.69 reported in the first quarter of 2004, and an increase of $0.31 or 65% from diluted earnings per share of $0.48 in the second quarter of 2003.  Net income for the second quarter of 2004 was $44.2 million, an increase of $4.4 million or 11% from net income of $39.8 million in the previous quarter and an increase of $14.2 million or 47% from net income of $30.0 million reported in the same prior year quarter.

 

For the six months ended June 30, 2004, net income was $84.0 million, an increase of $24.2 million from the same prior year period.  Diluted earnings per share were $1.48 for the first half of 2004, an increase of 56% from diluted earnings per share of $0.95 for the first half of 2003.  The year-to-date return on average assets was 1.73%, an increase from 1.29% from the same period in 2003.  The year-to-date return on average equity was 22.03%, an increase from 12.67% from the same period in 2003.  Net income after capital charge was $31.6 million, compared to ($0.1) million for the first six months of 2003.  For additional information, refer to the section on “Business Segments.”

 

Factors that had an impact on the comparability of year-over-year results include the effect of the Company’s ongoing stock repurchase program, non-core transactions in the second quarter of 2004 that impacted both non-interest income and non-interest expense and the negative provision for loan and lease losses. Non-core transactions in the second quarter of 2004 included non-interest income of $3.2 million from a leasing partnership distribution that was dissolved and a $2.5 million gain realized on the sale of a parcel of land. Also included was non-interest expense of $2.2 million for a legal accrual, which was primarily for the settlement of litigation, and a $1.0 million discretionary contribution to the Bank of Hawaii Charitable Foundation.  In addition, results for the second quarter of 2003 were significantly affected by the costs associated with the systems replacement project.  These items are further discussed in the section on “Analysis of Statement of Income.”

 

Management believes operating leverage and the efficiency ratio measures are more meaningful when the second quarter 2004 non-core transactions and the systems replacement costs incurred in 2003 are excluded.  Excluding the aforementioned items, operating leverage for the first six months of 2004 was 14% and the efficiency ratio for the second quarter of 2004 was 57% compared to 60% in second quarter 2003.

 

Table 1 presents the Company’s financial highlights and performance ratios for the three and six months ended June 30, 2004 and 2003.

 

10



 

Highlights  (Unaudited)

 

Table 1

 

(dollars in thousands except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

Earnings Highlights and Performance Ratios

 

2004

 

2003

 

2004

 

2003

 

Net Income

 

$

44,232

 

$

30,034

 

$

84,031

 

$

59,835

 

Basic Earnings Per Share

 

0.84

 

0.50

 

1.57

 

0.99

 

Diluted Earnings Per Share

 

0.79

 

0.48

 

1.48

 

0.95

 

Cash Dividends

 

15,804

 

11,370

 

32,222

 

22,932

 

Net Income to Average Total Assets (ROA)

 

1.80%

 

1.27%

 

1.73%

 

1.29%

 

Net Income to Average Shareholders’ Equity (ROE)

 

24.28%

 

12.93%

 

22.03%

 

12.67%

 

Net Interest Margin

 

4.17%

 

4.12%

 

4.23%

 

4.21%

 

Efficiency Ratio 1

 

56.49%

 

67.55%

 

56.89%

 

67.01%

 

Efficiency Ratio excluding System Replacement Costs

 

56.49%

 

60.39%

 

56.89%

 

60.68%

 

 

 

 

 

 

 

 

June 30,

 

Statement of Condition Highlights and Performance Ratios

 

2004

 

2003

 

Total Assets

 

 

 

 

 

$

9,688,769

 

$

9,550,934

 

Net Loans

 

 

 

 

 

5,662,410

 

5,333,896

 

Total Deposits

 

 

 

 

 

7,469,288

 

7,140,849

 

Total Shareholders’ Equity

 

 

 

 

 

699,438

 

913,010

 

 

 

 

 

 

 

 

 

 

 

Book Value Per Common Share

 

 

 

 

 

$

13.34

 

$

15.50

 

Allowance / Loans and Leases Outstanding

 

 

 

 

 

2.16%

 

2.52%

 

Average Equity / Average Assets

 

 

 

 

 

7.84%

 

10.16%

 

Employees (FTE)

 

 

 

 

 

2,683

 

2,879

 

Branches and offices

 

 

 

 

 

89

 

91

 

 

 

 

 

 

 

 

 

 

 

Market Price Per Share of Common Stock for the Quarter Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing

 

$

45.22

 

$

33.15

 

 

 

 

 

High

 

$

46.84

 

$

35.90

 

 

 

 

 

Low

 

$

40.97

 

$

30.75

 

 


1 The efficiency ratio is defined as non-interest expense divided by total revenue (net interest income and non-interest income).

 

ANALYSIS OF STATEMENT OF INCOME

 

Net Interest Income

 

Net interest income on a taxable equivalent basis for the three and six month periods ended June 30, 2004 increased from the comparable periods in 2003 by $5.4 million and $10.4 million, respectively, or 6% for both periods.  The increase in net interest income from the prior year was primarily a result of a decrease in interest expense due to lower average interest rates paid on deposits, particularly time deposits, short-term borrowings and long-term debt.  The decrease in interest expense was partially offset by a decline in interest income, largely due to lower interest earned on residential mortgage loans, which declined approximately 14% and 13%, respectively, for the three and six months ended June 30, 2004, from the same periods in 2003.

 

Average earning assets in the first six months of 2004 increased $427.3 million or 5% from the same period in 2003 primarily due to a $267.8 million increase in average loans outstanding (primarily consumer loans) and a $227.2 million increase in the investment securities portfolio.  In the first six months of 2004, average interest-bearing liabilities increased $324.3 million or 5% from 2003, largely due to an increase in interest-bearing deposits and securities repurchase agreements.

 

11



 

The net interest margin was 4.17% for the three months ended June 30, 2004, a five basis point increase from the comparable period in 2003.  The net interest margin increased two basis points in the first six months of 2004 compared to the same prior year period.  The improvement in margin for both periods of 2004 was primarily attributable to lower average rates paid on interest-bearing liabilities which lowered the Company’s cost of funds.  The lower average rate paid on interest-bearing liabilities was partially offset by the decline in average yield on earning assets, primarily loans.

 

Average balances, related income and expenses, and resulting yields and rates are presented in Table 2.  An analysis of change in net interest income is presented in Table 3.

 

Consolidated Average Balances and Interest Rates - Taxable Equivalent Basis (Unaudited)

 

Table 2

 

 

 

Three Months Ended
June 30, 2004

 

Three Months Ended
June 30, 2003

 

Six Months Ended
June 30, 2004

 

Six Months Ended
June 30, 2003

 

(dollars in millions)

 

Average
Balance

 

Income/
Expense

 

Yield/
Rate

 

Average
Balance

 

Income/
Expense

 

Yield/
Rate

 

Average
Balance

 

Income/
Expense

 

Yield/
Rate

 

Average
Balance

 

Income/
Expense

 

Yield/
Rate

 

Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

408.8

 

$

1.6

 

1.62%

 

$

212.4

 

$

1.2

 

2.19%

 

$

329.2

 

$

2.8

 

1.76%

 

$

233.0

 

$

2.5

 

2.14%

 

Funds Sold

 

71.3

 

0.2

 

0.99

 

267.3

 

0.9

 

1.23

 

120.1

 

0.6

 

0.99

 

259.0

 

1.6

 

1.22

 

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to Maturity

 

709.8

 

6.8

 

3.80

 

324.8

 

3.1

 

3.85

 

714.8

 

13.8

 

3.85

 

263.7

 

5.4

 

4.14

 

Available for Sale

 

2,148.9

 

21.7

 

4.05

 

2,316.9

 

19.8

 

3.42

 

2,068.7

 

42.5

 

4.12

 

2,292.6

 

42.3

 

3.69

 

Loans Held for Sale

 

20.7

 

0.3

 

5.54

 

81.6

 

1.1

 

5.43

 

18.1

 

0.5

 

5.45

 

46.0

 

1.2

 

5.38

 

Loans and Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

828.0

 

10.2

 

4.97

 

834.6

 

10.0

 

4.81

 

836.2

 

20.3

 

4.89

 

860.4

 

20.5

 

4.81

 

Construction

 

100.4

 

0.9

 

3.80

 

83.0

 

0.9

 

4.50

 

100.4

 

2.0

 

4.05

 

99.1

 

2.4

 

4.83

 

Commercial Mortgage

 

638.9

 

8.6

 

5.39

 

682.5

 

10.1

 

5.93

 

636.5

 

17.2

 

5.42

 

640.5

 

19.2

 

6.03

 

Residential Mortgage

 

2,281.8

 

32.2

 

5.65

 

2,295.1

 

37.3

 

6.50

 

2,299.6

 

65.5

 

5.70

 

2,272.1

 

75.0

 

6.60

 

Installment

 

700.4

 

14.5

 

8.34

 

535.6

 

13.6

 

10.18

 

675.7

 

28.8

 

8.58

 

518.8

 

26.4

 

10.27

 

Home Equity

 

534.6

 

6.1

 

4.63

 

442.7

 

5.6

 

5.06

 

511.9

 

11.9

 

4.68

 

438.6

 

11.2

 

5.17

 

Purchased Home Equity

 

178.8

 

1.9

 

4.16

 

162.3

 

2.0

 

4.96

 

191.8

 

4.6

 

4.70

 

171.2

 

4.6

 

5.39

 

Lease Financing

 

510.1

 

5.6

 

4.38

 

482.6

 

5.3

 

4.42

 

505.5

 

11.0

 

4.35

 

489.1

 

11.2

 

4.62

 

Total Loans and Leases

 

5,773.0

 

80.0

 

5.56

 

5,518.4

 

84.8

 

6.16

 

5,757.6

 

161.3

 

5.62

 

5,489.8

 

170.5

 

6.24

 

Other

 

78.1

 

0.9

 

4.45

 

75.3

 

1.0

 

5.41

 

77.8

 

1.8

 

4.45

 

74.9

 

2.2

 

5.93

 

Total Earning Assets

 

9,210.6

 

111.5

 

4.86

 

8,796.7

 

111.9

 

5.09

 

9,086.3

 

223.3

 

4.93

 

8,659.0

 

225.7

 

5.23

 

Cash and Non-Interest-Bearing Deposits

 

306.3

 

 

 

 

 

325.6

 

 

 

 

 

316.9

 

 

 

 

 

328.6

 

 

 

 

 

Other Assets

 

376.4

 

 

 

 

 

385.9

 

 

 

 

 

382.4

 

 

 

 

 

388.7

 

 

 

 

 

Total Assets

 

$

9,893.3

 

 

 

 

 

$

9,508.2

 

 

 

 

 

$

9,785.6

 

 

 

 

 

$

9,376.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand

 

$

1,390.2

 

0.6

 

0.17

 

$

1,169.4

 

0.7

 

0.25

 

$

1,380.1

 

1.1

 

0.16

 

$

1,160.7

 

1.5

 

0.25

 

Savings

 

2,911.5

 

3.1

 

0.43

 

2,744.1

 

4.5

 

0.65

 

2,891.6

 

6.4

 

0.44

 

2,676.5

 

9.0

 

0.68

 

Time

 

1,129.5

 

4.9

 

1.74

 

1,427.1

 

8.2

 

2.28

 

1,159.1

 

10.3

 

1.79

 

1,449.4

 

17.2

 

2.40

 

Total Interest-Bearing Deposits

 

5,431.2

 

8.6

 

0.63

 

5,340.6

 

13.4

 

1.00

 

5,430.8

 

17.8

 

0.66

 

5,286.6

 

27.7

 

1.06

 

Short-Term Borrowings

 

1,082.5

 

2.7

 

1.02

 

810.2

 

2.6

 

1.30

 

972.4

 

4.9

 

1.02

 

730.5

 

5.1

 

1.41

 

Long-Term Debt

 

317.3

 

4.3

 

5.48

 

371.5

 

5.4

 

5.84

 

319.1

 

8.6

 

5.46

 

380.9

 

11.3

 

5.94

 

Total Interest-Bearing Liabilities

 

6,831.0

 

15.6

 

0.92

 

6,522.3

 

21.4

 

1.31

 

6,722.3

 

31.3

 

0.94

 

6,398.0

 

44.1

 

1.39

 

Net Interest Income

 

 

 

$

95.9

 

 

 

 

 

$

90.5

 

 

 

 

 

$

192.0

 

 

 

 

 

$

181.6

 

 

 

Interest Rate Spread

 

 

 

 

 

3.94%

 

 

 

 

 

3.78%

 

 

 

 

 

3.99%

 

 

 

 

 

3.84%

 

Net Interest Margin

 

 

 

 

 

4.17%

 

 

 

 

 

4.12%

 

 

 

 

 

4.23%

 

 

 

 

 

4.21%

 

Non-Interest-Bearing Demand Deposits

 

1,940.2

 

 

 

 

 

1,695.3

 

 

 

 

 

1,914.8

 

 

 

 

 

1,666.2

 

 

 

 

 

Other Liabilities

 

389.4

 

 

 

 

 

358.7

 

 

 

 

 

381.5

 

 

 

 

 

359.7

 

 

 

 

 

Shareholders’ Equity

 

732.7

 

 

 

 

 

931.9

 

 

 

 

 

767.0

 

 

 

 

 

952.4

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

9,893.3

 

 

 

 

 

$

9,508.2

 

 

 

 

 

$

9,785.6

 

 

 

 

 

$

9,376.3

 

 

 

 

 

 

12



 

Analysis of Change in Net Interest Income - Taxable Equivalent Basis (Unaudited)

Table 3

 

 

 

Six Months Ended June 30, 2004 Compared to June 30, 2003

 

(dollars in millions)

 

Volume 1

 

Rate 1

 

Total

 

Change in Interest Income:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

0.9

 

$

(0.6)

 

$

0.3

 

Funds Sold

 

(0.7)

 

(0.3)

 

(1.0)

 

Investment Securities

 

 

 

 

 

 

 

Held to Maturity

 

8.8

 

(0.4)

 

8.4

 

Available for Sale

 

(4.4)

 

4.6

 

0.2

 

Loans Held for Sale

 

(0.7)

 

 

(0.7)

 

Loans and Leases

 

 

 

 

 

 

 

Commercial and Industrial

 

(0.6)

 

0.4

 

(0.2)

 

Construction

 

 

(0.4)

 

(0.4)

 

Commercial Mortgage

 

(0.1)

 

(1.9)

 

(2.0)

 

Residential Mortgage

 

0.8

 

(10.3)

 

(9.5)

 

Installment

 

7.2

 

(4.8)

 

2.4

 

Home Equity

 

1.8

 

(1.1)

 

0.7

 

Purchased Home Equity

 

0.6

 

(0.6)

 

 

Lease Financing

 

0.4

 

(0.6)

 

(0.2)

 

Total Loans and Leases

 

10.1

 

(19.3)

 

(9.2)

 

Other

 

0.1

 

(0.5)

 

(0.4)

 

Total Change in Interest Income

 

14.1

 

(16.5)

 

(2.4)

 

 

 

 

 

 

 

 

 

Change in Interest Expense:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

Demand

 

0.2

 

(0.6)

 

(0.4)

 

Savings

 

0.7

 

(3.3)

 

(2.6)

 

Time

 

(3.0)

 

(3.9)

 

(6.9)

 

Total Interest-Bearing Deposits

 

(2.1)

 

(7.8)

 

(9.9)

 

Short-Term Borrowings

 

7.4

 

(7.6)

 

(0.2)

 

Long-Term Debt

 

(1.7)

 

(1.0)

 

(2.7)

 

Total Change in Interest Expense

 

3.6

 

(16.4)

 

(12.8)

 

 

 

 

 

 

 

 

 

Change in Net Interest Income

 

$

10.5

 

$

(0.1)

 

$

10.4

 

 


1                    The changes for each category of interest income and expense are divided between the portion of changes attributable to the variance in volume or rate for that category

 

13



 

Provision for Loan and Lease Losses

 

A negative Provision for Loan and Lease Losses (“Provision”) of $3.5 million was recorded for the three months ended June 30, 2004 as a result of improvement in credit quality and ongoing assessments of economic conditions and risk.  The combination of the negative Provision and the net recoveries resulted in a reduction in the Allowance for Loan and Lease Losses (“Allowance”) of $2.3 million in the second quarter of 2004.  No Provision was recorded in the previous seven quarters.  For further information on Credit Quality, refer to the section entitled “Corporate Risk Profile.”

 

Non-Interest Income

 

Non-interest income increased $4.1 million or 8% and $8.2 million or 9% for the three and six months ended June 30, 2004, respectively, from the comparable periods in 2003.

 

Trust and asset management income increased $0.5 million and $1.1 million, respectively, for the three and six months ended June 30, 2004, or 4% for both periods compared to the same periods in 2003.  The increase in fee income was due to an improvement in market conditions resulting in an increase in the average market value of assets under management.

 

Mortgage banking income is sensitive to the interest rate environment and to conditions in the real estate market.  Mortgage banking income decreased $3.3 million or 54% and $1.6 million or 25% in the three and six months ended June 30, 2004, respectively, compared to the same periods in 2003.  The declines primarily resulted from lower gains on the sale of mortgage loans in 2004, which were attributable to lower loan production in 2004 than in 2003.   Partially offsetting the lower gains was a reduction in the amortization of mortgage servicing rights due to a decrease in loan prepayments in 2004.

 

Service charges on deposit accounts increased $0.9 million or 10% and $1.9 million or 11% in the three and six months ended June 30, 2004, respectively, compared to the same prior year periods.  The increase was largely due to higher account analysis fees resulting from lower offsetting earnings credits.  Overdraft fees also increased in 2004 in part due to the increase in the number of transactional deposit accounts.

 

Other non-interest income increased $5.6 million or 87% and $6.1 million or 50% in the three and six months ended June 30, 2004, respectively, over the same periods of 2003.  The second quarter increase was primarily due to a $3.2 million distribution from a leasing partnership investment that was dissolved and a $2.5 million gain realized on the sale of a parcel of land.  Also contributing to the year-to-date change from 2003 was a $0.7 million gain realized in the first quarter of 2004 related to the sale of the corporate trust business.

 

Non-Interest Expense

 

Non-interest expense for the three months ended June 30, 2004 declined $10.3 million or 11% compared to the same period in 2003.  For the first six months of 2004, non-interest expense declined $17.4 million or 9% compared to the same 2003 period.  Included in non-interest expense in 2003 were systems replacement costs of $10.1 million and $17.5 million for the three and six months ended June 30, 2003, respectively.  Excluding systems replacement costs, non-interest expense in 2004 remained flat compared to the same prior year periods.  Refer to Note 4 to the Consolidated Financial Statements for additional information on the systems replacement project.

 

Salaries and benefits expense decreased $1.5 million for the first six months of 2004 compared to the comparable period in 2003.  Base salaries decreased $3.2 million or 5% from 2003 largely due to a 7% decrease in the number of employees.  Also contributing to the decline were reductions in commission expense due to reduced mortgage loan originations and lower separation expense.  Partially offsetting the decrease was expense for restricted stock units awarded in the second half of 2003 and in April 2004.

 

14



 

Table 4 presents the components of salaries and benefits expense for the three and six months ended June 30, 2004 and 2003.

 

Salaries and Benefits (Unaudited)

Table 4

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

(dollars in thousands)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

$

27,904

 

$

29,783

 

$

55,108

 

$

58,297

 

Incentive Compensation

 

3,260

 

2,993

 

7,076

 

6,584

 

Stock Based Compensation

 

3,233

 

2,206

 

6,129

 

3,324

 

Commission Expense

 

2,284

 

2,925

 

3,911

 

5,412

 

Retirement and Other Benefits

 

4,214

 

4,091

 

8,571

 

8,542

 

Payroll Taxes

 

3,103

 

2,708

 

6,533

 

6,157

 

Medical, Dental, and Life Insurance

 

2,136

 

1,679

 

4,240

 

3,749

 

Separation Expense

 

555

 

1,326

 

1,122

 

2,075

 

Total Salaries and Benefits

 

$

46,689

 

$

47,711

 

$

92,690

 

$

94,140

 

 

Net equipment expense declined $3.4 million or 37% and $7.2 million or 38% in the three and six months ended June 30, 2004 compared to the same periods in 2003.  The decrease was mainly due to reduced depreciation expense and software license fees resulting from expense savings from the systems replacement project.

 

Other non-interest expense increased $4.4 million or 23% and $9.0 million or 25% in the three and six months ended June 30, 2004 compared to the same periods in 2003.  This increase was partially due to the cost of technology services, which were outsourced as a result of the systems replacement project.  During the second quarter of 2004, a $1.0 million discretionary contribution was made to the Bank of Hawaii Charitable Foundation and a legal accrual of $2.2 million was recorded, largely related to the settlement of a lawsuit.  In addition, for the first six months of 2004, expenses were incurred for professional services relating to the Company’s mutual funds.

 

BALANCE SHEET ANALYSIS

 

Short-Term Earning Assets

 

Short-term earning assets, consisting of interest-bearing deposits and funds sold, totaled $179.7 million at June 30, 2004, compared to $154.7 million at December 31, 2003 and $557.6 million at June 30, 2003.  The decline from June 30, 2003 was mainly due to the use of funds to repurchase the Company’s stock and reduce debt.

 

Investment Securities

 

Investment securities increased 9% from December 31, 2003 due to increased liquidity.  At June 30, 2004 and December 31, 2003 investment securities with a book value of $1.5 billion and $1.4 billion, respectively, were pledged to secure deposits of public (government) entities and repurchase agreements.

 

Changes in interest rates influence the fair market values of certain investment securities, including mortgage-backed securities, which can result in temporary gross unrealized losses.  The gross unrealized losses on temporarily impaired investment securities that had been impaired for less than 12 months as of June 30, 2004 totaled $51.4 million, or 2% of the total investment securities book value, compared to $16.6 million at December 31, 2003.  The increase was primarily related to mortgage-backed securities, which were impacted by an increase in interest rates from December 31, 2003.  The Company has both the intent and ability to hold the securities for the time necessary to recover the amortized cost.  As of June 30, 2004, no investment security had been impaired for more than 12 months.

 

15



 

Table 5 presents the detail of the investment securities portfolio at June 30, 2004 and December 31, 2003.

 

Investment Securities (Unaudited)

Table 5

 

(dollars in thousands)

 

Amortized
Cost

 

Fair
Value

 

At June 30, 2004

 

 

 

 

 

Securities Held to Maturity:

 

 

 

 

 

Debt Securities Issued by the U.S. Treasury and Agencies

 

$

15,018

 

$

15,010

 

Debt Securities Issued by States and Municipalities

 

130

 

138

 

Mortgage-Backed Securities

 

664,234

 

648,386

 

Total

 

$

679,382

 

$

663,534

 

Securities Available for Sale:

 

 

 

 

 

Equity Securities

 

$

3

 

$

3

 

Debt Securities Issued by the U.S. Treasury and Agencies

 

61,091

 

62,144

 

Debt Securities Issued by States and Municipalities

 

6,733

 

6,849

 

Mortgage-Backed Securities

 

1,915,649

 

1,899,171

 

Other Debt Securities

 

308,635

 

307,105

 

Total

 

$

2,292,111

 

$

2,275,272

 

At December 31, 2003

 

 

 

 

 

Securities Held to Maturity:

 

 

 

 

 

Debt Securities Issued by the U.S. Treasury and Agencies

 

$

22,021

 

$

22,018

 

Debt Securities Issued by States and Municipalities

 

130

 

142

 

Mortgage-Backed Securities

 

705,082

 

698,539

 

Total

 

$

727,233

 

$

720,699

 

Securities Available for Sale:

 

 

 

 

 

Equity Securities

 

$

261

 

$

261

 

Debt Securities Issued by the U.S. Treasury and Agencies

 

59,339

 

60,990

 

Debt Securities Issued by States and Municipalities

 

5,957

 

6,220

 

Mortgage-Backed Securities

 

1,790,692

 

1,805,273

 

Other Debt Securities

 

118,040

 

118,372

 

Total

 

$

1,974,289

 

$

1,991,116

 

 

Loans Held for Sale

 

Loans held for sale, consisting of residential mortgage loans, totaled $9.6 million at June 30, 2004, $9.2 million at December 31, 2003, and $71.9 million at June 30, 2003.  The decrease from June 30, 2003 was a result of higher mortgage loan sales activity.

 

16



 

Loans and Leases

 

As of June 30, 2004, loans and leases outstanding were $5.8 billion, comparable to December 31, 2003 and an increase of $72.3 million from March 31, 2004 and $315.4 million from June 30, 2003.  Continued growth has occurred in the consumer loan portfolios.  During the second quarter of 2004, commercial loan originations increased 7% from the first quarter of 2004, however higher repayments more than offset the increase.  Table 6 presents the composition of the loan portfolio by major loan categories and Table 7 presents the composition of consumer loans by geographic area.

 

Loan Portfolio Balances (Unaudited)

Table 6

 

(dollars in thousands)

 

June 30,
2004

 

March 31,
2004

 

December 31,
2003

 

June 30,
2003

 

Domestic Loans

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

776,815

 

$

793,293

 

$

816,246

 

$

808,503

 

Commercial Mortgage

 

643,382

 

650,566

 

639,354

 

689,759

 

Construction

 

98,916

 

91,002

 

101,321

 

83,583

 

Lease Financing

 

447,673

 

442,590

 

435,934

 

416,920

 

Total Commercial

 

1,966,786

 

1,977,451

 

1,992,855

 

1,998,765

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,257,624

 

2,254,654

 

2,320,410

 

2,222,003

 

Home Equity

 

559,225

 

510,378

 

467,019

 

450,273

 

Purchased Home Equity

 

162,730

 

191,066

 

212,514

 

145,588

 

Other Consumer

 

721,386

 

671,893

 

658,831

 

554,795

 

Lease Financing

 

34,676

 

34,816

 

35,320

 

33,972

 

Total Consumer

 

3,735,641

 

3,662,807

 

3,694,094

 

3,406,631

 

Total Domestic Loans

 

5,702,427

 

5,640,258

 

5,686,949

 

5,405,396

 

Foreign Loans

 

84,887

 

74,738

 

70,226

 

66,474

 

Total Loans and Leases

 

$

5,787,314

 

$

5,714,996

 

$

5,757,175

 

$

5,471,870

 

 

Consumer Loans by Geographic Area (Unaudited)

 

Table 7

 

(dollars in thousands)

 

June 30,
2004

 

March 31,
2004

 

December 31,
2003 1

 

June 30,
2003
1

 

Hawaii

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

$

2,042,079

 

$

2,042,032

 

$

2,106,456

 

$

2,019,280

 

Home Equity

 

551,099

 

502,261

 

458,425

 

441,167

 

Other Consumer

 

589,671

 

557,234

 

550,411

 

466,101

 

 

 

 

 

 

 

 

 

 

 

Guam

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

209,972

 

207,174

 

208,339

 

197,577

 

Home Equity

 

8,067

 

8,117

 

8,594

 

9,106

 

Other Consumer

 

87,963

 

75,675

 

68,999

 

52,615

 

 

 

 

 

 

 

 

 

 

 

U.S. Mainland

 

 

 

 

 

 

 

 

 

Purchased Home Equity

 

162,730

 

191,066

 

212,514

 

145,588

 

 

 

 

 

 

 

 

 

 

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

5,573

 

5,448

 

5,615

 

5,146

 

Home Equity

 

59

 

 

 

 

Other Consumer

 

78,428

 

73,800

 

74,741

 

70,051

 

 

 

 

 

 

 

 

 

 

 

Total Consumer Loans

 

$

3,735,641

 

$

3,662,807

 

$

3,694,094

 

$

3,406,631

 

 


1 Certain 2003 information has been reclassified to conform to 2004 presentation.

 

17



 

Mortgage Servicing Rights

 

As of June 30, 2004, the Company’s portfolio of residential loans serviced for third parties totaled $2.7 billion, a decrease of $0.2 billion and $0.6 billion from December 31, 2003 and June 30, 2003, respectively.  The carrying value of mortgage servicing rights was $20.8 million at June 30, 2004, a decrease of $1.4 million and $4.0 million from December 31, 2003 and June 30, 2003, respectively.  Although mortgage prepayments have slowed from 2003, the decline in carrying value of mortgage servicing rights continued to be attributable to higher mortgage prepayments reflective of the low interest rate environment.  Recent prepayment speeds for Hawaii mortgages continued to approximate national averages.

 

Deposits

 

As of June 30, 2004, deposits totaled $7.5 billion, a $136.5 million increase from December 31, 2003 and a $328.4 million increase from June 30, 2003.  The Company’s deposit growth continued to be primarily in demand and savings deposits, while higher cost time deposits have been reduced.

 

The average time deposits of $100,000 or more is presented in Table 8.

 

Average Time Deposits of  $100,000 or More (Unaudited)

Table 8

 

 

 

Three Months Ended

 

Six Months Ended

 

(dollars in thousands)

 

June 30, 2004

 

December 31, 2003

 

June 30, 2003

 

June 30, 2004

 

June 30, 2003

 

Average Time Deposits

 

$

570,738

 

$

633,602

 

$

727,953

 

$

589,100

 

$

739,640

 

 

Borrowings

 

Short-term borrowings, including securities sold under agreements to repurchase, funds purchased and other short-term borrowings, totaled $0.8 billion at June 30, 2004 and 2003, compared to $0.6 billion at December 31, 2003.  The increase in short-term borrowings from December 31, 2003 was due to higher placements received from public (government) entities in the form of securities sold under agreements to repurchase.  For additional information, refer to the section on “Corporate Risk Profile – Liquidity Management.”

 

Shareholders’ Equity

 

The Company’s capital position remains strong.  The 12% net reduction in capital from December 31, 2003 to June 30, 2004 is attributable to the Company’s common stock repurchase program and dividends offset by earnings for the first six months of 2004.  A further discussion of the Company’s capital is included in the “Corporate Risk Profile – Capital Management” section of this report.

 

Guarantees

 

The Company’s standby letters of credit totaled $115.6 million at June 30, 2004.

 

18



 

BUSINESS SEGMENTS

 

The Company’s business segments are defined as Retail Banking, Commercial Banking, Investment Services Group and Treasury and Other Corporate.  The management accounting process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution.  Various techniques are used to assign balance sheet and income statement amounts to the business segments, including allocations of overhead, the Provision and capital.  This process is dynamic and requires certain allocations based on judgment and subjective factors.  Unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting that is equivalent to accounting principles generally accepted in the United States.

 

The business segments are managed with a focus on performance measures, including risk adjusted return on capital (“RAROC”) and net income after capital charge (“NIACC”).  RAROC is the ratio of net income to risk-adjusted equity. Equity is allocated to each business segment based on an assessment of its inherent risk.  NIACC is net income less a charge for allocated capital.  The cost of capital is determined by multiplying management’s estimate of the shareholder’s minimum required rate of return on capital invested (11% for 2004 and 2003) by the segment’s allocated equity.  The Company assumes a cost of capital that is equal to a risk-free rate plus a risk premium of an equity investment in the Company.  The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Company’s overall asset and liability management activities on a proportionate basis.  The basis for the allocation of net interest income is a function of management decisions and assumptions which are subject to change based on changes in current interest rate and market conditions.  The Provision recorded in the Retail Banking, Commercial Banking and Investment Services Group segments represents actual net charge-offs of these segments.  The Provision charged to the Treasury and Other Corporate segment primarily represents the change in the level of the Allowance and also includes recoveries from the divested businesses.

 

The financial results for the three and six months ended June 30, 2004 and 2003 are discussed below and are presented in Table 9a and Table 9b, respectively.

 

Retail Banking

 

The Company’s Retail Banking segment offers a broad range of financial products and services to consumers and small businesses.  Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases and installment loans.  Deposit products include checking, savings and time deposit accounts.  The Retail Banking segment also provides merchant services to its small business customers.  Products and services from the Retail Banking segment are delivered to customers through 74 Hawaii branch locations and over 500 ATMs, e-Bankoh (on-line banking service) and a 24-hour telephone banking service.  Also included in the segment is Bankoh Investment Services, Inc., a full service brokerage offering equities, mutual funds, life insurance and annuities.

 

The NIACC and RAROC for the Retail Banking segment decreased for the three and six months ended June 30, 2004 as compared to the same periods in 2003.  The segment experienced lower net interest income, non-interest income and a higher economic provision.  The decrease in net interest income was primarily due to the decrease in the earnings credit from funds transfer pricing on the segment’s deposit account balances, reflective of lower interest rates.  The lower non-interest income was primarily a result of reduced mortgage banking income, partially offset by higher service charges on deposit accounts.  The increase in the economic provision was primarily due to seasoning in the segment’s automobile and installment loan portfolios.  The decrease in non-interest expense was mainly due to lower net equipment expense and no systems replacement cost.

 

19



 

Commercial Banking

 

The Commercial Banking segment offers products including corporate banking and commercial real estate loans, lease financing, auto dealer financing, deposit and cash management products and property and casualty insurance products.  Lending, deposit and cash management services are offered to middle-market and large companies in Hawaii.  Commercial real estate mortgages are focused on customers that include investors, developers and builders primarily domiciled in Hawaii.  The Commercial Banking unit also serves customers through its 14 branches in the Pacific Islands.

 

The improvement in the segment’s financial measures for the three months and six months ended June 30, 2004 compared to the same periods in 2003 was a result of an increase in non-interest income, partially offset by lower net interest income and a decrease in non-interest expense.  The increase in non-interest income was primarily due to higher account analysis fees resulting from lower offsetting earnings credit and from a leasing partnership investment distribution in the quarter ended June 30, 2004.  The decrease in net interest income was primarily due to the decrease in the earnings credit from funds transfer pricing on the segment’s deposit account balances reflective of lower interest rates. The decline in non-interest expense was primarily due to lower allocated expenses.

 

Investment Services Group

 

The Investment Services Group includes private banking, trust services, asset management, and institutional investment advice.  A significant portion of this segment’s income is derived from fees, which are generally based on the market values of assets under management.  The private banking and personal trust group assist individuals and families in building and preserving their wealth by providing investment, credit and trust expertise to high-net-worth individuals.  The asset management group manages portfolios and creates investment products.  Institutional sales and service offers investment advice to corporations, government entities and foundations.

 

The segment’s key financial measures remained relatively unchanged for the three months ended June 30, 2004 compared to the same period in 2003.  Net interest income increased primarily due to higher deposit and loan balances, and non-interest income increased as a result of an increase in trust and asset management fee income due to an improvement in market conditions.  These positive trends were offset by increases in both direct and allocated non-interest expense.  The increase in direct non-interest expense was due to increased professional fees, partially offset by no systems replacement costs.

 

The segment’s financial measures remained flat for the six months ended June 30, 2004 compared to the same period in 2003.  The increase in non-interest income was attributable to a combination of an increase in trust and asset management fee income due to an improvement in market conditions and an increase in other income due to the sale of the corporate trust business in first quarter 2004.  The increase in non-interest expense was primarily due to increased professional fees, partially offset by no systems replacement costs.

 

20



 

Treasury and Other Corporate

 

The primary income earning component of this segment is Treasury, which consists of corporate asset and liability management activities, including interest rate risk management and foreign exchange business.  This segment’s assets and liabilities (and related net interest income) consist of interest-bearing deposits, investment securities, federal funds sold and purchased, government deposits and short and long-term borrowings.  The primary source of foreign exchange income relates to customer driven currency requests from merchants and island visitors.  The net residual effect of transfer pricing of assets and liabilities is included in Treasury, along with eliminations of inter-company transactions.

 

This segment also includes divisions that provide a wide-range of support (Technology, Operations, Human Resources, Finance, Credit and Risk Management and Corporate and Regulatory Administration) to the other income earning segments.  Expenses incurred by these support units are charged to the business segments through an internal cost allocation process.  Results for this segment in 2003 include the systems replacement costs that were not incurred by or allocated to the Retail, Commercial and Investment Services Group segments.

 

The improvement in the segment’s key financial measures for the three months and six months ended June 30, 2004, compared to the same periods in 2003, were primarily due to an increase in net interest income and non-interest income and no systems replacement costs.  The increase in net interest income was due to the impact of the lower cost of funding deposits by the Treasury unit.  The increase in non-interest income was due to a gain realized in the second quarter of 2004 from the sale of a parcel of land.  This segment’s NIACC was also favorably impacted by a lower capital charge due to the reduction of the Company’s excess capital as a result of the continuing share repurchase activity.

 

21



 

Business Segment Selected Financial Information (Unaudited)

Table 9a

 

(dollars in thousands)

 

Retail
Banking

 

Commercial
Banking

 

Investment
Services
Group

 

Treasury
and Other
Corporate

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2004

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

49,568

 

$

33,607

 

$

2,844

 

$

9,830

 

$

95,849

 

Provision for Loan and Lease Losses

 

2,587

 

2,730

 

(1)

 

(8,816)

 

(3,500)

 

Net Interest Income After Provision for Loan and Lease Losses

 

46,981

 

30,877

 

2,845

 

18,646

 

99,349

 

Non-Interest Income

 

24,388

 

12,188

 

12,938

 

5,334

 

54,848

 

 

 

71,369

 

43,065

 

15,783

 

23,980

 

154,197

 

Non-Interest Expense

 

(44,560)

 

(23,009)

 

(13,145)

 

(4,411)

 

(85,125)

 

Income Before Income Taxes

 

26,809

 

20,056

 

2,638

 

19,569

 

69,072

 

Provision for Income Taxes

 

(9,919)

 

(7,421)

 

(976)

 

(6,524)

 

(24,840)

 

Allocated Net Income

 

16,890

 

12,635

 

1,662

 

13,045

 

44,232

 

Allowance Funding Value

 

(148)

 

(688)

 

(6)

 

842

 

 

GAAP Provision

 

2,587

 

2,730

 

(1)

 

(8,816)

 

(3,500)

 

Economic Provision

 

(3,510)

 

(2,821)

 

(99)

 

(3)

 

(6,433)

 

Tax Effect of Adjustments

 

396

 

288

 

39

 

2,951

 

3,674

 

Income Before Capital Charge

 

16,215

 

12,144

 

1,595

 

8,019

 

37,973

 

Capital Charge

 

(5,485)

 

(5,134)

 

(1,302)

 

(8,231)

 

(20,152)

 

Net Income (Loss) After Capital Charge (NIACC)

 

$

10,730

 

$

7,010

 

$

293

 

$

(212)

 

$

17,821

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

33%

 

26%

 

14%

 

28%

 

24%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets at June 30, 2004

 

$

3,693,382

 

$

2,331,968

 

$

114,021

 

$

3,549,398

 

$

9,688,769

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2003 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

53,139

 

$

34,394

 

$

2,635

 

$

317

 

$

90,485

 

Provision for Loan and Lease Losses

 

1,321

 

1,022

 

 

(2,343)

 

 

Net Interest Income After Provision for Loan and Lease Losses

 

51,818

 

33,372

 

2,635

 

2,660

 

90,485

 

Non-Interest Income

 

26,613

 

8,302

 

12,355

 

3,469

 

50,739

 

 

 

78,431

 

41,674

 

14,990

 

6,129

 

141,224

 

Information Technology Systems Replacement Project

 

(368)

 

 

(90)

 

(9,647)

 

(10,105)

 

Non-Interest Expense

 

(45,238)

 

(23,884)

 

(12,145)

 

(4,022)

 

(85,289)

 

Income (Loss) Before Income Taxes

 

32,825

 

17,790

 

2,755

 

(7,540)

 

45,830

 

Provision for Income Taxes

 

(12,145)

 

(6,465)

 

(1,019)

 

3,833

 

(15,796)

 

Allocated Net Income (Loss)

 

20,680

 

11,325

 

1,736

 

(3,707)

 

30,034

 

Allowance Funding Value

 

(161)

 

(1,100)

 

(7)

 

1,268

 

 

GAAP Provision

 

1,321

 

1,022

 

 

(2,343)

 

 

Economic Provision

 

(2,901)

 

(3,031)

 

(108)

 

(5)

 

(6,045)

 

Tax Effect of Adjustments

 

644

 

1,150

 

42

 

401

 

2,237

 

Income (Loss) Before Capital Charge

 

19,583

 

9,366

 

1,663

 

(4,386)

 

26,226

 

Capital Charge

 

(5,683)

 

(5,418)

 

(1,255)

 

(13,275)

 

(25,631)

 

Net Income (Loss) After Capital Charge (NIACC)

 

$

13,900

 

$

3,948

 

$

408

 

$

(17,661)

 

$

595

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

38%

 

19%

 

15%

 

(12)%

 

13%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets at June 30, 2003

 

$

3,487,565

 

$

2,242,905

 

$

97,414

 

$

3,723,050

 

$

9,550,934

 

 


1 Certain 2003 information has been reclassified to conform to 2004 presentation.

 

22



 

Business Segment Selected Financial Information (Unaudited)

 

Table 9b

 

(dollars in thousands)

 

Retail
Banking

 

Commercial
Banking

 

Investment
Services
Group

 

Treasury
and Other
Corporate

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2004

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

99,807

 

$

67,671

 

$

5,679

 

$

18,723

 

$

191,880

 

Provision for Loan and Lease Losses

 

5,334

 

2,477

 

48

 

(11,359)

 

(3,500)

 

Net Interest Income After Provision for Loan and Lease Losses

 

94,473

 

65,194

 

5,631

 

30,082

 

195,380

 

Non-Interest Income

 

45,403

 

22,660

 

27,338

 

8,289

 

103,690

 

 

 

139,876

 

87,854

 

32,969

 

38,371

 

299,070

 

Non-Interest Expense

 

(87,777)

 

(46,247)

 

(26,082)

 

(8,041)

 

(168,147)

 

Income Before Income Taxes

 

52,099

 

41,607

 

6,887

 

30,330

 

130,923

 

Provision for Income Taxes

 

(19,277)

 

(15,376)

 

(2,548)

 

(9,691)

 

(46,892)

 

Allocated Net Income

 

32,822

 

26,231

 

4,339

 

20,639

 

84,031

 

Allowance Funding Value

 

(277)

 

(1,425)

 

(14)

 

1,716

 

 

GAAP Provision

 

5,334

 

2,477

 

48

 

(11,359)

 

(3,500)

 

Economic Provision

 

(6,906)

 

(5,598)

 

(193)

 

(5)

 

(12,702)

 

Tax Effect of Adjustments

 

684

 

1,682

 

59

 

3,570

 

5,995

 

Income Before Capital Charge

 

31,657

 

23,367

 

4,239

 

14,561

 

73,824

 

Capital Charge

 

(11,255)

 

(10,405)

 

(2,580)

 

(17,950)

 

(42,190)

 

Net Income (Loss) After Capital Charge (NIACC)

 

$

20,402

 

$

12,962

 

$

1,659

 

$

(3,389)

 

$

31,634

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

31%

 

25%

 

18%

 

27%

 

22%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets at June 30, 2004

 

$

3,693,382

 

$

2,331,968

 

$

114,021

 

$

3,549,398

 

$

9,688,769

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2003 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

105,331

 

$

69,353

 

$

5,955

 

$

846

 

$

181,485

 

Provision for Loan and Lease Losses

 

2,169

 

3,173

 

 

(5,342)

 

 

Net Interest Income After Provision for Loan and Lease Losses

 

103,162

 

66,180

 

5,955

 

6,188

 

181,485

 

Non-Interest Income

 

46,310

 

17,100

 

25,342

 

6,740

 

95,492

 

 

 

149,472

 

83,280

 

31,297

 

12,928

 

276,977

 

Information Technology Systems Replacement Project

 

(950)

 

(23)

 

(334)

 

(16,215)

 

(17,522)

 

Non-Interest Expense

 

(88,878)

 

(47,308)

 

(24,374)

 

(7,512)

 

(168,072)

 

Income (Loss) Before Income Taxes

 

59,644

 

35,949

 

6,589

 

(10,799)

 

91,383

 

Provision for Income Taxes

 

(22,068)

 

(13,087)

 

(2,438)

 

6,045

 

(31,548)

 

Allocated Net Income (Loss)

 

37,576

 

22,862

 

4,151

 

(4,754)

 

59,835

 

Allowance Funding Value

 

(313)

 

(2,241)

 

(17)

 

2,571

 

 

GAAP Provision

 

2,169

 

3,173

 

 

(5,342)

 

 

Economic Provision

 

(5,609)

 

(6,094)

 

(236)

 

(10)

 

(11,949)

 

Tax Effect of Adjustments

 

1,389

 

1,910

 

93

 

1,029

 

4,421

 

Income (Loss) Before Capital Charge

 

35,212

 

19,610

 

3,991

 

(6,506)

 

52,307

 

Capital Charge

 

(11,255)

 

(10,865)

 

(2,523)

 

(27,740)

 

(52,383)

 

Net Income (Loss) After Capital Charge (NIACC)

 

$

23,957

 

$

8,745

 

$

1,468

 

$

(34,246)

 

$

(76)

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

35%

 

20%

 

18%

 

(9)%

 

13%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets at June 30, 2003

 

$

3,487,565

 

$

2,242,905

 

$

97,414

 

$

3,723,050

 

$

9,550,934

 

 


1 Certain 2003 information has been reclassified to conform to 2004 presentation.

 

23



 

FOREIGN OPERATIONS

 

The countries in which the Company maintains its largest exposure on a cross-border basis include Netherlands, United Kingdom and Australia.  Table 10 presents as of June 30, 2004, December 31, 2003 and June 30, 2003, a geographic distribution of the Company’s cross-border assets for selected countries.  The primary components of cross-border assets as of June 30, 2004 were investment securities and interest-bearing deposits of $296.5 million and $178.5 million, respectively.

 

Geographic Distribution of Cross-Border International Assets (Unaudited) 1

Table 10

(dollars in thousands)

 

Country

 

June 30, 2004

 

December 31, 2003 2

 

June 30, 2003 2

 

 

 

 

 

 

 

 

 

Australia

 

$

80,561

 

$

36,283

 

$

38,002

 

Netherlands

 

142,242

 

42,229

 

92,590

 

United Kingdom

 

110,095

 

110,460

 

135,969

 

All Others

 

245,422

 

162,037

 

172,534

 

Total Cross - Border International Assets

 

$

578,320

 

$

351,009

 

$

439,095

 

 


1                    Cross-border outstandings are defined as foreign monetary assets that are payable to the Company 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.  Cross-border outstandings include loans, acceptances, interest-bearing deposits with other banks, other interest-bearing investments and other monetary assets.

2                    Certain 2003 information has been reclassified to conform to 2004 presentation.

 

Because the U.S. dollar is used in the Pacific Island Division locations (Guam and American Samoa, which are U.S. territories, and other nearby islands), these operations are not considered foreign for financial reporting purposes.

 

CORPORATE RISK PROFILE

 

Credit Risk

 

Credit Risk is defined as the risk that borrowers or counterparties will not be able to repay their obligations to the Company.  Credit exposures reflect legally binding commitments for loans, leases, banker’s acceptances, financial and standby letters of credit and overnight overdrafts.

 

The Company’s asset quality improved as evidenced by lower levels of internally criticized loans and non-performing assets.  The ratio of non-performing assets to total loans and foreclosed real estate was 0.37% at June 30, 2004, a decrease from 0.55% at December 31, 2003.  Net charge-offs were in a net recovery position of $1.2 million for the second quarter 2004.  Net charge-offs for the first six months of 2004 (annualized) as a percent of average loans outstanding were 0.02%, compared to 0.18% in the same prior year period.

 

The Company’s more favorable credit risk position relative to a year ago reflects the portfolio strategy which shifted to borrowers and industries believed to have a lower risk profile, reduced large borrower concentrations and an improving mainland economy.  In addition, ongoing portfolio management is intended to result in early identification and disengagement from deteriorating credits.

 

Overall risk in the portfolio of Hawaii-based loans has been improving, primarily due to a local economy that remains satisfactory with some positive trends in real economic measures.

 

24



 

Although the Company’s overall credit risk profile continued to improve, two components, air transportation and Guam, continued to carry higher risk characteristics than the overall portfolio.  Information about these components are included in Table 11.  The air transportation industry has a higher risk profile as some domestic carriers continue to struggle financially.  As of June 30, 2004, 10% of the Company’s total air transportation outstandings were internally classified, an improvement from 16% at December 31, 2003.

 

Selected Concentrations of Credit Exposure (Unaudited)

 

Table 11

 

 

 

 

 

June 30, 2004

 

 

 

Dec. 31, 2003 1

 

June 30, 2003 1

 

(dollars in thousands)

 

Outstandings

 

Unused
Commitments

 

Total
Exposure

 

Total
Exposure

 

Total
Exposure

 

 

 

 

 

 

 

 

 

 

 

 

 

Air Transportation

 

 

 

 

 

 

 

 

 

 

 

United States Regional Passenger Carriers

 

$

45,308

 

$

13,183

 

$

58,491

 

$

59,231

 

$

59,702

 

United States National Passenger Carriers

 

37,581

 

 

37,581

 

37,259

 

37,557

 

Passenger Carriers Based Outside United States

 

30,325

 

 

30,325

 

31,549

 

31,794

 

Cargo Carriers

 

14,122

 

 

14,122

 

14,405

 

14,739

 

Total Air Transportation

 

$

127,336

 

$

13,183

 

$

140,519

 

$

142,444

 

$

143,792

 

 

 

 

 

 

 

 

 

 

 

 

 

Guam

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

$

15,614

 

$

 

$

15,614

 

$

17,733

 

$

42,806

 

Other Commercial

 

146,872

 

42,441

 

189,313

 

184,129

 

183,765

 

Consumer

 

306,002

 

12,075

 

318,077

 

288,831

 

265,851

 

Total Guam

 

$

468,488

 

$

54,516

 

$

523,004

 

$

490,693

 

$

492,422

 

 

 

 

 

 

 

 

 

 

 

 

 

Syndicated Exposure

 

$

265,908

 

$

636,293

 

$

902,201

 

$

912,896

 

$

930,118

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Large Borrowers 2

 

$

62,734

 

$

216,048

 

$

278,782

 

$

336,748

 

$

372,924

 

 

Exposure includes loans, leveraged leases and operating leases.

 


1                    For three borrowers, reclassifications have occurred between Regional and National Carriers. Syndicated Exposure has been restated to include a purchased participation.

2                    Other Large Borrowers is defined as exposure with commitments of $25.0 million and greater, excluding those collateralized by cash and those separately identified as Air Transportation, Guam and Syndicated Exposure.

 

In the Guam portfolio, which is sensitive to tourism and military spending, economic indicators are positive although some uncertainty continues to exist.  As of June 30, 2004, internally classified exposure was reduced by 12% from December 31, 2003.  This reduction was achieved through strategic reduction and some borrower improvement.  Targeted lending to select commercial borrowers is active, while the consumer lending business is leading the portfolio growth.

 

At June 30, 2004, the Company still has some significant credit exposures to commercial borrowers.  The Company’s largest syndicated loan outstanding totaled $39.2 million to a local trust and the second largest syndicated loan outstanding totaled $21.0 million for new hotel construction on Maui.  The ten largest syndicated loans outstanding totaled $164.7 million or 62% of total syndicated loans and consisted mainly of loans in the hospitality and real estate industries.  No syndicated outstandings were internally classified.

 

The Company’s other large borrowers include five exposures of $25.0 million and greater.  The borrowers are major companies, most with Hawaii operations.  Three exposures are commercial paper backup lines to investment grade companies and are undrawn. The remaining two exposures have their loans collateralized by real estate and other assets and are substantially funded.

 

25



 

Non-Performing Assets

 

Non-performing assets (“NPAs”) consist of non-accrual loans and foreclosed real estate.  As of June 30, 2004, NPAs have decreased by $10.6 million from December 31, 2003 to $21.2 million, primarily due to the partial charge-off and disengagement of a Hawaii business, a loan pay-off in Guam and the return to accrual status of Hawaii residential mortgage loans.

 

NPAs in Guam as of June 30, 2004 were $9.1 million, a decrease of $3.6 million or 28% from December 31, 2003.  The improvement primarily reflects payments from a number of commercial borrowers.

 

Impaired loans totaled $6.7 million at June 30, 2004, a decrease of $9.3 million or 58% from $16.0 million at December 31, 2003.  These loans had a related Allowance that totaled $0.6 million at June 30, 2004, a decrease of $0.3 million from December 31, 2003.

 

Loans Past Due 90 Days or More and Still Accruing Interest

 

Accruing loans past due 90 days or more were $2.6 million at June 30, 2004, a decrease of $0.8 million from December 31, 2003.  The improvement was primarily a result of having a lower number of residential mortgage loans past due and offsetting activity on commercial loans.

 

Refer to Table 12 for further information on non-performing assets.

 

26



 

Consolidated Non-Performing Assets and Accruing Loans Past Due 90 Days or More  (Unaudited)

Table 12

 

(dollars in thousands)

 

June 30,
2004

 

March 31,
2004

 

December 31,
2003

 

September 30,
2003

 

June 30,
2003

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

680

 

$

6,009

 

$

6,015

 

$

7,856

 

$

8,832

 

Commercial Mortgage

 

5,649

 

7,388

 

9,337

 

10,977

 

11,216

 

Lease Financing

 

1,948

 

1,962

 

2,181

 

2,388

 

2,423

 

Total Commercial

 

8,277

 

15,359

 

17,533

 

21,221

 

22,471

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

7,688

 

7,685

 

9,354

 

9,669

 

10,196

 

Home Equity

 

306

 

406

 

460

 

497

 

 

Total Consumer

 

7,994

 

8,091

 

9,814

 

10,166

 

10,196

 

Total Non-Accrual Loans

 

16,271

 

23,450

 

27,347

 

31,387

 

32,667

 

Foreclosed Real Estate

 

4,889

 

4,416

 

4,377

 

8,757

 

9,285

 

Total Non-Performing Assets

 

$

21,160

 

$

27,866

 

$

31,724

 

$

40,144

 

$

41,952

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing Loans Past Due 90 Days or More

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

19

 

$

707

 

$

725

 

$

695

 

$

523

 

Commercial Mortgage

 

693

 

702

 

 

 

 

Lease Financing

 

 

 

117

 

 

 

Total Commercial

 

712

 

1,409

 

842

 

695

 

523

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

698

 

595

 

1,430

 

2,027

 

1,817

 

Home Equity

 

 

 

 

 

84

 

Purchased Home Equity

 

32

 

107

 

 

107

 

98

 

Other Consumer

 

1,142

 

1,180

 

1,210

 

1,059

 

368

 

Lease Financing

 

57

 

 

 

 

19

 

Total Consumer

 

1,929

 

1,882

 

2,640

 

3,193

 

2,386

 

Total Accruing and Past Due

 

$

2,641

 

$

3,291

 

$

3,482

 

$

3,888

 

$

2,909

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans and Leases

 

$

5,787,314

 

$

5,714,996

 

$

5,757,175

 

$

5,570,405

 

$

5,471,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Non-Accrual Loans to Total Loans

 

0.28%

 

0.41%

 

0.48%

 

0.56%

 

0.60%

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Non-Performing Assets to Total Loans and Foreclosed Real Estate

 

0.37%

 

0.49%

 

0.55%

 

0.72%

 

0.77%

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Non-Performing Assets and Accruing Loans Past Due 90 Days or More to Total Loans

 

0.41%

 

0.55%

 

0.61%

 

0.79%

 

0.82%

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter to Quarter Changes in Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Quarter

 

$

27,866

 

$

31,724

 

$

40,144

 

$

41,952

 

$

44,217

 

Additions

 

3,909

 

3,293

 

2,340

 

3,199

 

11,603

 

Reductions

 

 

 

 

 

 

 

 

 

 

 

Payments

 

(4,232)

 

(4,555)

 

(3,416)

 

(1,782)

 

(4,279)

 

Return to Accrual

 

(2,700)

 

(1,444)

 

(839)

 

(1,464)

 

(7,556)

 

Sales of Foreclosed Assets

 

(147)

 

(310)

 

(4,418)

 

(1,025)

 

(672)

 

Charge-offs/Write-downs

 

(3,536)

 

(842)

 

(2,087)

 

(736)

 

(1,361)

 

Total Reductions

 

(10,615)

 

(7,151)

 

(10,760)

 

(5,007)

 

(13,868)

 

Balance at End of Quarter

 

$

21,160

 

$

27,866

 

$

31,724

 

$

40,144

 

$

41,952

 

 

27



 

Allowance for Loan and Lease Losses

 

The Company maintains an Allowance adequate to cover management’s estimate of probable credit losses inherent in its lending portfolios based on a comprehensive quarterly analysis of historical loss experience supplemented by judgmental expectations of portfolio performance and economic conditions as of a given balance sheet date.

 

The Allowance at June 30, 2004 totaled $124.9 million, a decrease of $4.2 million from December 31, 2003.  The ratio of the Allowance to total loans and leases outstanding was 2.16% at June 30, 2004, a decrease from 2.24% at December 31, 2003 and 2.52% at June 30, 2003.  A summary of the Allowance is presented in Table 13.  Loan charge-offs in the second quarter of 2004 of $8.8 million were more than offset by recoveries of $10.0 million, resulting in a net recovery position of $1.2 million for the quarter.  The higher than normal level of recoveries resulted from a $6.0 million recovery from a previously charged-off Asia loan.  Based on further improvement in credit quality and ongoing assessments of economic conditions and risk, a negative Provision of $3.5 million was recorded in the second quarter of 2004.  The combination of the negative Provision and the net recoveries resulted in a $2.3 million reduction in the Allowance during the second quarter of 2004.  No Provision was recorded in the previous seven quarters, resulting in a reduction of the Allowance equal to net charge-offs in those periods.

 

28



 

Consolidated Allowance for Loan and Lease Losses (Unaudited)

 

Table 13

 

 

 

Three Months Ended

 

Six Months Ended

 

(dollars in thousands)

 

June 30,
2004

 

March 31,
2004

 

June 30,
2003

 

June 30,

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

127,185

 

$

129,080

 

$

140,028

 

$

129,080

 

$

142,853

 

Loans Charged-Off

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

3,328

 

387

 

565

 

3,715

 

2,182

 

Commercial Mortgage

 

 

574

 

400

 

574

 

400

 

Construction

 

 

 

 

 

529

 

Lease Financing

 

379

 

228

 

325

 

607

 

340

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

319

 

145

 

687

 

464

 

1,376

 

Home Equity

 

9

 

 

7

 

9

 

89

 

Purchased Home Equity

 

201

 

90

 

 

291

 

 

Other Consumer

 

4,564

 

4,655

 

3,619

 

9,219

 

6,708

 

Lease Financing

 

28

 

36

 

50

 

64

 

117

 

Total Loans Charged-Off

 

8,828

 

6,115

 

5,653

 

14,943

 

11,741

 

Recoveries on Loans Previously Charged-Off

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

1,245

 

954

 

1,819

 

2,199

 

2,391

 

Commercial Mortgage

 

151

 

689

 

57

 

840

 

74

 

Construction

 

 

435

 

55

 

435

 

955

 

Lease Financing

 

1

 

15

 

 

16

 

17

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

304

 

294

 

254

 

598

 

457

 

Home Equity

 

101

 

39

 

50

 

140

 

103

 

Purchased Home Equity

 

57

 

 

 

57

 

 

Other Consumer

 

1,703

 

1,663

 

1,342

 

3,366

 

2,669

 

Lease Financing

 

16

 

55

 

8

 

71

 

53

 

Foreign

 

6,469

 

76

 

14

 

6,545

 

143

 

Total Recoveries on Loans Previously Charged-Off

 

10,047

 

4,220

 

3,599

 

14,267

 

6,862

 

Net Loan Recoveries (Charge-Offs)

 

1,219

 

(1,895)

 

(2,054)

 

(676)

 

(4,879)

 

Provision for Loan and Lease Losses

 

(3,500)

 

 

 

(3,500)

 

 

Balance at End of Period

 

$

124,904

 

$

127,185

 

$

137,974

 

$

124,904

 

$

137,974

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Loans Outstanding

 

$

5,772,926

 

$

5,742,368

 

$

5,518,401

 

$

5,757,647

 

$

5,489,783

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Net Loan Charge-Offs to Average Loans Outstanding (annualized)

 

(0.08)%

 

0.13%

 

0.15%

 

0.02%

 

0.18%

 

Ratio of Allowance to Loans and Leases Outstanding

 

2.16%

 

2.23%

 

2.52%

 

2.16%

 

2.52%

 

 

Market Risk

 

Market risk is the potential of loss arising from adverse changes in interest rates and prices.  The Company is exposed to market risk as a consequence of the normal course of conducting its business activities.  Financial products that expose the Company to market risk include investment securities, loans, deposits, debt and derivative financial instruments.  The Company’s market risk management process involves measuring, monitoring, controlling and managing risks that can significantly impact the Company’s financial position and operating results.  In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance and shareholder value, while limiting the volatility of each.  The activities associated with these market risks are categorized into “trading” and “other than trading.”

 

29



 

The Company’s trading activities include foreign currency and foreign exchange contracts that expose the Company to a minor degree of foreign currency risk.  These transactions are primarily executed on behalf of customers and at times for the Company’s own account.

 

The Company’s “other than trading” activities include normal business transactions that expose the Company’s balance sheet profile to varying degrees of market risk.

 

Interest Rate Risk

 

The Company’s balance sheet is sensitive to changes in the general level of interest rates.  This interest rate risk arises primarily from the Company’s normal business activities of making loans and taking deposits.  Many other factors also affect the Company’s exposure to changes in interest rates, such as general economic and financial conditions, customer preferences and historical pricing relationships.

 

Table 14 presents, as of June 30, 2004, December 31, 2003 and June 30, 2003, the estimate of the change in net interest income (“NII”) that would result from a gradual 200 basis point decrease or increase in interest rates, moving in parallel fashion over the entire yield curve, over the next 12-month period, relative to the measured base case scenario for NII.  The 200 basis point increase would equate to an average increase of $2.7 million increase in NII per quarter.  The Company’s balance sheet continues to be asset-sensitive.  The resulting estimated NII exposure is within the guidelines approved by the Company’s Asset Liability Management Committee.

 

Market Risk Exposure to Interest Rate Changes (Unaudited)

Table 14

 

 

 

June 30, 2004

 

December 31, 2003

 

June 30, 2003

 

 

 

Interest Rate Change
(in basis points)

 

Interest Rate Change
(in basis points)

 

Interest Rate Change
(in basis points)

 

(dollars in millions)

 

-200

 

+200

 

-200

 

+200

 

-200

 

+200

 

Estimated Exposure as a Percent of Net Interest Income

 

(5.0)%

 

2.8%

 

(4.8)%

 

4.0%

 

(2.5)%

 

5.9%

 

Estimated Exposure to Net Interest Income Per Quarter

 

$

(4.8)

 

$

2.7

 

$

(4.4)

 

$

3.7

 

$

(2.3)

 

$

5.4

 

 

In managing interest rate risk, the Company uses several approaches to modify its risk position.  Approaches that are used in an effort to shift balance sheet mix or alter the interest rate characteristics of assets and liabilities include changing product pricing strategies, modifying investment portfolio characteristics, or using financial derivative instruments.  The use of financial derivatives has been limited over the past several years.

 

Liquidity Management

 

Liquidity is managed in an effort to ensure that the Company has continuous access to sufficient, reasonably priced funding to conduct its business in a normal manner.

 

The Bank is a member of the Federal Home Loan Bank of Seattle (the “FHLB”), which provides an additional source of short and long-term funding.  Outstanding borrowings from the FHLB were $62.5 million at June 30, 2004, compared to $68.5 million at December 31, 2003 and $76.5 million at June 30, 2003.  The decrease from 2003 was due to maturities.

 

Additionally, the Bank maintains a $1 billion senior and subordinated bank note program.  Under this facility, the Bank may issue additional notes provided that the aggregate amount outstanding does not exceed $1 billion.  Subordinated notes outstanding under this bank note program totaled $124.7 million at June 30, 2004, December 31, 2003 and June 30, 2003.

 

In the second quarter of 2004, $20.0 million of privately placed notes matured and were not replaced.  An additional $70.0 million of privately placed notes matured in July 2004 and were not replaced.  Repayment came from existing liquidity.

 

30



 

Capital Management

 

The Company and the Bank are subject to regulatory capital requirements administered by the federal banking agencies. The Company’s objective is to hold sufficient capital on a regulatory basis to exceed the minimum guidelines of a “well-capitalized” financial institution, while over the long term optimize shareholder value, support asset growth, reflect risks inherent in its markets, provide protection against unforeseen losses and comply with regulatory requirements.

 

At June 30, 2004, shareholders’ equity totaled $699.4 million, a 12% net decrease from December 31, 2003.  The decrease in shareholders’ equity during the first half of 2004 was primarily attributable to the Company’s repurchase of its common stock under the repurchase program and dividends offset by earnings.

 

During the six months ended June 30, 2004, 3.4 million shares of common stock were repurchased at an average cost of $44.24 per share, totaling $150.7 million.  As of June 30, 2004, the Company repurchased a total of 33.2 million shares since July 2001, under the share repurchase program, totaling $1,005.7 million at an average cost of $30.27 per share.  In July 2004, the Company’s Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million.  This authorization, combined with the Company’s previously announced authorizations of $1,050.0 million, brings the total repurchase authority to $1,150.0 million.  Subsequent to June 30, 2004 through July 23, 2004, 160,000 shares were repurchased at an average cost of $45.50 per share for a total of $7.3 million, resulting in remaining buyback authority under the existing repurchase program of $137.0 million.

 

In July 2004, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share on the Company’s outstanding shares.  The dividend will be payable on September 15, 2004 to shareholders of record at the close of business on August 30, 2004.

 

Table 15 presents the regulatory capital and ratios as of June 30, 2004, December 31, 2003 and June 30, 2003.

 

Regulatory Capital and Ratios (Unaudited)

Table 15

 

(dollars in thousands)

 

June 30, 2004

 

December 31, 2003

 

June 30, 2003

 

Regulatory Capital

 

 

 

 

 

 

 

Shareholders’ Equity

 

$

699,438

 

$

793,132

 

$

913,010

 

Add:

8.25% Capital Securities of Bancorp
Hawaii Capital Trust I

 

31,425

 

31,425

 

31,425

 

Less:

Goodwill

 

36,216

 

36,216

 

36,216

 

 

Unrealized Valuation and Other Adjustments

 

(10,776)

 

10,771

 

27,958

 

 

 

 

 

 

 

 

 

Tier I Capital

 

705,423

 

777,570

 

880,261

 

Allowable Reserve for Loan Losses

 

79,889

 

78,147

 

76,332

 

Subordinated Debt

 

99,787

 

124,709

 

124,683

 

Unrealized Gains on Available for Sale Equity Securities

 

48

 

66

 

113

 

Total Capital

 

$

885,147

 

$

980,492

 

$

1,081,389

 

 

 

 

 

 

 

 

 

Risk Weighted Assets

 

$

6,346,134

 

$

6,200,831

 

$

6,044,941

 

 

 

 

 

 

 

 

 

Key Capital Ratios

 

 

 

 

 

 

 

Average Equity/Average Assets Ratio

 

7.41%

 

9.60%

 

9.80%

 

Tier I Capital Ratio

 

11.12%

 

12.54%

 

14.56%

 

Total Capital Ratio

 

13.95%

 

15.81%

 

17.89%

 

Leverage Ratio

 

7.16%

 

8.43%

 

9.29%

 

 

31



 

Economic Outlook

 

Based on projected visitor counts, tourism in Hawaii may reach record high levels during the summer of 2004.  Total visitor counts were up 9% year-to-date through May 2004 and up 13% in June 2004 compared to last year.  Growth in tourism is a result of the continued strength in domestic visitors to Hawaii and increased international visitors, partially due to the improving Japan economy and favorable yen/dollar exchange rates.  Hotel revenues rose 6%, matched by growth in overall business receipts, during the State’s fiscal year ending in June 2004.

 

Hawaii’s seasonally-adjusted unemployment rate declined to 3% in May 2004, one percentage point below a year ago, as labor markets tightened.  Seasonally-adjusted payrolls grew at a 1.7% annualized rate in the most recent six-month period, and were up 2.1% on a year-over-year basis in May 2004.

 

Hawaii real estate investment continues to dominate near-term growth prospects.  Home sales volumes in Honolulu have grown at annual rates of more than 15% since 1997 and record volumes are expected to be reached this summer.  Military housing privatization is anticipated to double annual homebuilding on Oahu beginning in the fourth quarter of 2004.  Overall, construction employment is expected to return to early-1990s cyclical peaks.

 

Honolulu’s semiannual inflation rate for the first half of 2004 is expected to repeat the 3% recorded in the second half of 2003, up from 1% a year earlier.  Strong China, Eastern Asia and Southern California economies, and recoveries in Northern California and the Pacific Northwest, put Hawaii at the center of regional economic strength once again.

 

Earnings Outlook

 

The Company currently anticipates net income for the full year of 2004 will be approximately $163 million to $167 million.  Based on present conditions, the Company does not expect to record a Provision for the remainder of 2004.  However, the actual amount of the Provision depends on determinations of credit risk that are made near the end of each quarter.  Earnings per share and return on equity projections continue to be dependent upon the terms and timing of share repurchases.

 

Item 3.                                                           Quantitative and Qualitative Disclosures of Market Risk

 

See Management’s Discussion and Analysis of Results of Operations and Financial Condition-Market Risk.

 

Item 4.                                                           Controls and Procedures

 

The Company’s management, including the Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer, evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a - 15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2004.  Based on this evaluation, the Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.  There were no significant changes in the Company’s internal controls over financial reporting that occurred during the second quarter of 2004 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

32



 

Part II. - Other Information

 

Items 1 and 3 omitted pursuant to instructions.

 

Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

Issuer Purchases of Equity Securities

 

Period

 

Total Number of
Shares Purchased 1

 

Average Price Paid
Per Share

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Program 2, 3

 

Approximate Dollar Value
of Shares that May Yet
Be Purchased Under the
Announced Program 2, 4

 

 

 

 

 

 

 

 

 

 

 

April 1 - 30, 2004

 

1,179,817

 

$

43.83

 

1,091,800

 

$

89,240,654

 

May 1 - 31, 2004

 

814,446

 

43.90

 

812,969

 

53,548,915

 

June 1 - 30, 2004

 

210,466

 

44.16

 

210,000

 

44,274,238

 

Total

 

2,204,729

 

$

43.89

 

2,114,769

 

 

 

 


1                    The April period included 88,017 shares purchased from employees in connection with the vesting of restricted stock. The May and June periods included 1,477 and 466 shares, respectively, purchased from employees in connection with stock option exercises. These shares were not purchased as part of the publicly announced program. The shares were purchased at the closing price of the Company’s common stock on the dates of purchase.

2                    The Company announced an authorization of additional share repurchase of $50.0 million and $200.0 million on April 27, 2004 and September 29, 2003, respectively.

3                    In May 2004, the Company purchased 644,069 shares from the Chairman and CEO of the Company at a volume weighted average price of $44.26, totaling $28.5 million.

4                    In July 2004, the Company announced an authorization of additional share repurchase of $100.0 million under the announced program.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

At the annual shareholders meeting held on April 23, 2004, the following matters were submitted to a vote of the shareholders.

 

a.                                       Election of Directors - Four directors were elected to the Board of Directors as follows: *

 

S. Haunani Apoliona

 

 

 

 

 

Votes cast for:

 

47,063,521

Votes withheld:

 

948,929

 

 

 

Michael J. Chun

 

 

 

 

 

Votes cast for:

 

47,229,237

Votes withheld:

 

783,213

 

 

 

Allan R. Landon

 

 

 

 

 

Votes cast for:

 

46,138,609

Votes withheld:

 

1,873,841

 

 

 

Barbara J. Tanabe

 

 

 

 

 

Votes cast for:

 

47,277,087

Votes withheld:

 

735,363

 

33



 

b.                                      Election of Directors – Three directors whose terms in office were expiring were re-elected to the Board of Directors as follows: *

 

Mary G.F. Bitterman

 

 

 

 

 

Votes cast for:

 

45,859,105

Votes withheld:

 

2,153,345

 

 

 

Martin A. Stein

 

 

 

 

 

Votes cast for:

 

45,960,790

Votes withheld:

 

2,051,660

 

 

 

Robert W. Wo, Jr.

 

 

 

 

 

Votes cast for:

 

46,540,989

Votes withheld:

 

1,471,461

 

c.                                       Approval of Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan **

 

Votes cast for:

 

32,139,354

Votes cast against:

 

8,597,372

Broker non-votes:

 

6,350,190

Abstentions:

 

925,534

 

d.                                      Election of an Independent Auditor - Ernst & Young, LLP

 

Votes cast for:

 

45,692,457

Votes cast against:

 

2,216,493

Abstentions:

 

103,500

 


*                 The directors are elected by a plurality of the votes cast; therefore, votes cast in the election could not be recorded against or as an abstention, nor could broker non-votes be recorded.

**          A broker non-vote had no effect on this proposal and an abstention had the same effect as a vote against the proposal.

 

Item 5.  Other Information

 

The Company announced on July 26, 2004 it has elected Allan R. Landon, currently President and Chief Operating Officer, to succeed Michael E. O’Neill as Chairman and Chief Executive Officer, effective September 1, 2004.

 

34



 

Item 6.  Exhibits and Reports on Form 8-K

 

a.                                       Exhibit Index

 

Exhibit Number

 

 

 

 

 

 

 

 

 

10.1

 

Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan
(incorporated by reference from Appendix C to the Company's Definitive Proxy Statement on Schedule 14A for the 2004 Annual Meeting of Shareholders, as filed on March 18, 2004)*

 

 

 

 

 

 

 

10.2

 

Form of Retention Agreement dated May 3, 2004 with certain Managing Committee Members*

 

 

 

 

 

 

 

12

 

Statement Regarding Computation of Ratios

 

 

 

 

 

 

 

31.1

 

Rule 13a - 14(a) Certifications

 

 

 

 

 

 

 

31.2

 

Rule 13a - 14(a) Certifications

 

 

 

 

 

 

 

31.3

 

Rule 13a - 14(a) Certifications

 

 

 

 

 

 

 

32

 

Section 1350 Certification

 


*                 Management contract or compensatory plan or arrangement.

 

b.                                      The following reports on Form 8-K were filed during the quarter ended June 30, 2004:

 

Filed April 27, 2004 under Item 5 of Form 8-K, regarding President Allan R. Landon to add responsibility of Chief Operating Officer and announcement of new senior management appointments.

 

Filed May 11, 2004, under Item 5 of Form 8-K, regarding Bank of Hawaii Corporation buys block of shares from its Chairman and Chief Executive Officer.

 

35



 

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:

July 28, 2004

BANK OF HAWAII CORPORATION

 

 

 

 

 

 

 

By:

/s/ Michael E. O’Neill

 

 

 

Michael E. O’Neill

 

 

Chairman of the Board and Chief Executive Officer

 

 

 

 

 

 

 

By:

/s/ Allan R. Landon

 

 

 

Allan R. Landon

 

 

President and Chief Operating Officer

 

 

 

 

 

 

 

By:

/s/ Richard C. Keene

 

 

 

Richard C. Keene

 

 

Chief Financial Officer

 

36



 

EXHIBIT INDEX

 

Exhibit Number

 

10.1

 

Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan
(incorporated by reference from Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A for the 2004 Annual Meeting of Shareholders, as filed on March 18, 2004)*

 

 

 

10.2

 

Form of Retention Agreement dated May 3, 2004 with certain Managing Committee Members*

 

 

 

12

 

Statement Regarding Computation of Ratios

 

 

 

31.1

 

Rule 13a - 14(a) Certifications

 

 

 

31.2

 

Rule 13a - 14(a) Certifications

 

 

 

31.3

 

Rule 13a - 14(a) Certifications

 

 

 

32

 

Section 1350 Certification

 


*                 Management contract or compensatory plan or arrangement.

 


Exhibit 10.2

 

Bank of Hawaii Corporation and Subsidiaries

 

RETENTION AGREEMENT

Between Bank of Hawaii and Managing Committee Member dated May 3, 2004

 

This Retention Agreement (“Agreement”) is between Managing Committee Member (“you”) of address and Bank of Hawaii Corporation and Bank of Hawaii (collectively, the “Bank”) of 130 Merchant Street, Honolulu, Hawaii 96813.  The purpose of this Agreement is to describe the terms of your retention and transition from employment with the Bank.

 

1.         Completion of your active duties and separation from employment.  The date of your separation from employment (“Separation Date”) will be twenty-four (24) months following your completion of active employment duties (your “Inactive Service Date” or “ISD”), unless an Alternate Separation Date (“ASD”) is selected or occurs between the ISD and the Separation Date.

 

a.     Your ISD is scheduled to occur on XX XX, 2005.  The final determination of your ISD will be made by the Bank, in its discretion, based upon the needs of the Bank in achieving the goals of the Bank’s Retention Program.  The Bank may advance your ISD to any date before XX XX, 2005, or may extend your ISD to any date within three months after XX XX, 2005.  Any ISD beyond three months from the original ISD date, will require mutual agreement of the parties in writing.

 

b.     In the event you become employed elsewhere on a part-time or full-time basis between the ISD and your scheduled Separation Date or ASD, your separation from employment with the Bank will be effective immediately upon your new employment and that date will be deemed to be your ASD.

 

c.     You may voluntarily elect an ASD by sending the Bank a written notice.  The other circumstances which can trigger the designation of an ASD are discussed below.

 

2.         Duties and compensation until your inactive service date.  You agree to continue to work diligently in your current position through the ISD, at which time you will be relieved of all duties and responsibilities.

 

a.     You will be paid your normal salary and benefits through the ISD.  You will participate in the Executive Incentive Plan for calendar years 2004 and 2005, with the amount payable for 2005 pro-rated based upon your ISD.

 

b.     In the event you become employed elsewhere on a full-time or part-time basis prior to the ISD, you will receive only your salary and vested benefits through the date you begin your new employment.

 

c.     You will not participate in any other incentive, retention, bonus, or stock plan in 2004 or 2005.  You will not participate in any incentive, retention, bonus, or stock plan on or after the ISD.  You acknowledge and agree that no compensation or other payment except as specified in this Agreement and in the Restricted Stock Unit (RSU) Grant (granted on October 23, 2003) is or will be owed to you after the earlier of the Separation Date or the ASD.

 

3.         Return of Bank materials on completion of active service; resignation from positions; treatment of club membership.  On or prior to the ISD, you:

 

a.     Will return to the Bank any information you have about the Bank’s practices, customers, strategies, procedures or trade secrets, including but not limited to, customer data, lists and accounts, growth plans, business plans, and marketing strategies (collectively, the “Bank Information”).  You will not retain any copies of the Bank Information in any form or medium.

 

b.     You will also return any Bank property you have, including American Express card, keys, cell phone, or other Bank equipment.

 

c.     You will resign any positions you hold as a director, officer or other management official of any Bank affiliate or subsidiary, or as trustee or fiduciary of any Bank benefit plan or trust, effective on the ISD.

 

d.     (1)       Effective on the ISD, there will be no further reimbursements for expenses you incur at the X Club.

 

(2)       We will waive your obligation to reimburse the Bank for the remaining balance of the initial membership fee.  This will result in imputed income to you of approximately $X in 2005.  You are responsible for the payroll taxes on this income and we will withhold the appropriate amounts from your 2005 earnings.

 



 

(3)       Additional income to partially offset your periodic membership dues will end on your ISD.  If you elect to discontinue your membership prior to that date, you must notify the Bank’s Director of Human Resources in writing, at least thirty (30) days prior to the date of discontinuance.  Upon timely receipt of your written notice, we will consider your membership discontinued and the additional income related to club dues will no longer be paid.  You are responsible for abiding by your club’s specific procedures for membership discontinuance and ensuring that no additional business expenses are incurred.

 

e.     In the event that your employment is terminated prior to your ISD (1) by employment elsewhere, or (2) for “cause” pursuant to Paragraph 6, you will comply with these requirements as of your termination date (“Termination Date”).

 

4.         How to receive your retention payment and continued benefits.  If you perform your duties to the Bank’s satisfaction through the ISD (including your compliance with the requirements in Paragraph 3, above, and if you comply with the requirements of this Paragraph and Paragraphs 5, 8, 10, and 11, below, and Exhibit “A” to the Agreement), you will receive a Retention Payment equal to twenty-four (24) months of your base monthly salary as of the ISD.

 

a.     The Retention Payment will be provided to you in the form of salary equivalent payments (“Continuation Payments”) on the same schedule used to pay Bank employees generally, with eligibility to remain in the Bank-sponsored benefit plans (unless otherwise provided in this Agreement) as if you were an active employee of the Bank during the period between the ISD and the Separation Date.

 

b.     You will make yourself available to the Bank for consultation, as needed, through your Separation Date or ASD.  If you select and provide written notice of an ASD or if you take new employment between the ISD and the Separation Date, thereby triggering an ASD, the Continuation Payments (and associated benefits) will cease as of the ASD, and the Bank will pay you a lump sum equal to the difference between the Retention Payment and the amount of Continuation Payments you have already received.  The lump sum, less appropriate payroll deductions, will be paid to you within 45 days of the ASD.  You will receive by separate cover information regarding your rights to health insurance continuation after the Separation Date or ASD.  To the extent that you have such rights, nothing in this Agreement will impair those rights.

 

5.         When you are entitled to the money and other benefits granted by this Agreement.  The salary, benefits, Retention Payment and/or RSU Grant provided to you under this Agreement (“Monetary Consideration”) is expressly conditioned upon your:

 

a.     Compliance with the terms of this Agreement, including your waiver of ALL CLAIMS you have or might have against the Bank and the Bank Releasees described in Paragraph 8 through the Separation Date or ASD; and

 

b.     (1) agreement to, and signing of, the Release of Claims (“Release”) attached as Exhibit “A” on the Separation Date or ASD and (2) adherence to that Release without revocation.

 

6.         Effect of this Agreement on other severance arrangements.  Unless your employment is terminated for “cause” as defined in the next Paragraph, it will be terminated by way of resignation.  You understand and agree that you are not entitled to benefits under our Basic Staff Severance Plan for termination by resignation.  By acceptance of this Agreement and in consideration of the monetary consideration provided to you under this Agreement (“Monetary Consideration”), you are waiving and releasing any claim for benefits under that Plan.  In addition, the Key Executive Change-in-Control Severance Agreement entered into by and between you and the Bank and effective XX XX, XXXX, shall be deemed to have been terminated as of the ISD.  The Bank makes no representation to you concerning your possible entitlement to unemployment insurance benefits, and will truthfully report, should unemployment compensation authorities ask, that the termination of your employment was voluntary (or involuntary, if termination was for “cause.”)

 

7.         When your employment may be terminated for cause.  You agree and understand that your employment with the Bank may be terminated for “cause” at any time on or before the Separation Date or ASD.

 



 

a.     “Cause” is defined to include: (1) your violation of the Bank’s Employee Handbook, to include the Bank’s Code of Ethics and Conduct (“the Code”), a copy of which has been provided to you; (2) your breach of the terms of this Agreement;  (3) your failure to successfully complete your transition objectives or to make satisfactory progress toward your annual performance objectives through the ISD, as determined by the Bank’s Chief Executive Officer; or (4) your violation of the Code of Business Ethics and Conduct of the New York Stock Exchange (“the NYSE Code”), a copy of which has been provided to you.  You understand and acknowledge that the provisions of the Code or the NYSE Code may be changed from time to time between the date on which you sign this Agreement (its “Execution Date”) and the ASD or the Separation Date, and you agree that your violation of any of those changed provisions prior to the ASD or the Separation Date will constitute grounds for terminating your employment for “cause.”

 

b.     Termination for “cause” may be with or without notice.  In the event that you are terminated for “cause,” you will forfeit all remaining Monetary Consideration that has not been paid to you as of the termination date, and upon the Bank’s written demand you will repay the Bank the Retention Payment you have received prior to the termination date.

 

c.     Your duties under this Agreement, including the information disclosure and competition restrictions of Paragraph 11 and the release of all claims as provided in Paragraphs 5 and 8 and Exhibit “A”, shall remain in the event you are terminated for “cause.”  You agree that the payment to you of salary and benefits and/or other consideration on or after the Effective Date of this Agreement shall be good and sufficient consideration to require your adherence to the promises you have made in this Agreement even if you are terminated for “cause” and forfeit any unpaid or unvested Monetary Consideration and repay any portion of the Retention Payment.

 

8.         Waiver of any claims you may have.  You waive, release and forego any and all claims that you have or might have through the Effective Date of this Agreement against the Bank and any of its predecessors, subsidiaries, related entities, officers, directors, shareholders, agents, attorneys, employees, successors or assigns (“the Bank Releasees”), including without restriction any claims arising from or related to your employment with the Bank and/or your separation from employment with the Bank.

 

a.     The released claims include, but are not limited to, claims arising under statutory or common law in the United States (including federal, state or local jurisdictions) or any foreign country.  The released claims include, but are not limited to, claims under anti-discrimination statutes such as Title VII of the Civil Rights Act, the federal Age Discrimination in Employment Act (“ADEA”), and Hawaii’s civil rights laws (Hawaii Revised Statutes Chapter 368 and 378); claims under wage and hour laws; claims under the laws of contract and tort (such as claims for breach of contract, infliction of emotional distress, defamation, invasion of privacy, wrongful termination, etc.); claims based upon the Hawaii Whistleblowers’ Protection Act, H.R.S. § 378-61, et seq.; claims under the Sarbanes-Oxley Act of 2002, including Section 806 (18 U.S.C. § 1514A) of the Corporate and Criminal Fraud Accountability Act of 2002 (Title VIII of Sarbanes-Oxley Act of 2002); and claims for attorneys’ fees and/or costs.  THIS RELEASE COVERS ALL CLAIMS THAT ARE BASED UPON ANY EVENT THAT OCCURRED THROUGH THE EFFECTIVE DATE OF THIS AGREEMENT.

 

b.     You further agree that you will execute upon your Separation Date or ASD, a further Release covering claims from the Effective Date through your Separation Date or ASD in the form attached hereto as Exhibit A.  The Release is expressly incorporated into this Agreement as part of the Agreement.

 

9.         How we will respond to employment verification requests.  The Bank and you agree that any inquiries regarding verification of your employment will be handled through Bank of Hawaii, Human Resources.  As is its practice, Human Resources will only release information confirming your dates of employment and position title to requesters or if we are required to report further information by law, regulation or court order.

 

10.       Neither of us will make negative comments about the other.  The Bank agrees that neither its officers nor its directors will make any disparaging, negative or derogatory statements about you.  You agree that you will not make any disparaging, negative or derogatory comments about the Bank or the Bank Releasees.

 

11.       Your agreement to keep secrets and not to compete.  You further agree as follows:

 

a.     Unless required or otherwise permitted by law, you will not disclose to others or use the Bank Information or any summary or derivative of that information.

 



 

b.     Unless required or otherwise permitted by law, you will not disclose to others the terms of this Agreement or the benefits being paid under it or the fact of their payment except that you may disclose this information to your spouse or to your attorney, accountant or other professional advisor to whom you must make the disclosure in order for them to render professional services to you.  You will instruct anyone to whom you make a permitted disclosure that he or she is to maintain the confidentiality of this information just as you must.

 

c.     You acknowledge that your services under this Agreement are of a special, unique, unusual, extraordinary and intellectual character and that you will have access to Bank Information of extremely confidential and sensitive nature crucial to the Bank’s success.  You further acknowledge and agree that if you were to engage in the conduct prohibited by Subparagraphs 11.d, 11.e or 11.f, the Bank would be irreparably harmed.

 

d.     In consideration of your acknowledgements, our mutual promises and the Monetary Consideration, you agree that—for the duration of the term of your active employment by the Bank and for a period of twenty-four (24) full months following the earlier of your ISD or Termination Date (“the Non-Compete Period”)—you will not, either directly or indirectly, engage in or invest in, own, manage, operate, finance, control, be employed by, work as a consultant or contractor for, or otherwise be associated with any Financial Institution doing business in the state of Hawaii; provided, however, that you may purchase or otherwise acquire up to one percent of any class of securities of any such Financial Institution (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.  The term “Financial Institution” is defined as any commercial bank, savings institution, securities brokerage, mortgage company, insurance broker, or other company or organization that competes in the state of Hawaii with the Bank or any of its subsidiaries or related companies or entities (“the Bank or Related Entities”).

 

e.     You agree that at any time following the Execution Date of this Agreement through twelve (12) full months following the end of the Non-Compete Period you will not solicit business of the same or similar type being carried on by the Bank or Related Entities from any company, person, or entity known by you to be a customer of the Bank or Related Entities, whether or not you had personal contact with such company, person, or entity by reason of your employment with the Bank.

 

f.      You will not, whether for your own account or the account of any other person at any time following the Execution Date of this Agreement through twelve (12) full months following the end of the Non-Compete Period solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is an employee of the Bank or in any manner induce or attempt to induce any employee of the Bank to terminate his or her employment with the Bank.

 

g.     You agree to notify the Bank in writing if you accept employment at any time between the Execution Date of this Agreement and one year following the end of the Non-Compete Period.  You further agree that the Bank may notify your new employer of the terms of Paragraphs 10, 11, and 13 of this Agreement and, at the Bank’s election, furnish the employer with a copy of this Agreement or relevant portions thereof.

 

12.       Where notices are to be sent.  Any notice required or permitted by this Agreement shall be in writing sent to the following addressees:  For you, address; for the Bank, Bank of Hawaii, Human Resources #320, P. O. Box 2900, Honolulu,  HI  96846-6000.

 

13.       Enforcing this Agreement.  To the extent permitted by law, if you breach any of your obligations under this Agreement, the Bank will be entitled to recover the benefits paid under this Agreement and to obtain all other relief provided by law or equity. You acknowledge and agree that your breach of Paragraphs 3, 10, or 11 will result in irreparable harm to the Bank for which it will have no adequate remedy at law and for which the Bank will be entitled to immediate injunctive relief.

 

14.       Interpretation of this Agreement.  In deciding any question about the parties’ intent in creating this Agreement, the following rules will be applied:

 

a.     If any covenant of Paragraph 11 is held by a court to be unreasonable, arbitrary or against public policy, the covenant will be considered to be divisible with respect to scope, time, and/or geographic area, and enforced to the greatest extent permissible under law.  If any provision of this Agreement is deemed to be unlawful, the provision will be deemed deleted from this Agreement and the remainder of the Agreement will continue in effect.

 

b.     The paragraph headings and other guides in this Agreement, as well as any cover letter or other documents accompanying it, are only intended to improve the readability of the Agreement, and not to alter its substance.

 



 

c.     This Agreement is formed at Honolulu, Hawaii, and is to be interpreted and enforced under the applicable federal and Hawaii state laws.

 

d.     This Agreement represents the complete agreement of the parties and supersedes any and all prior agreements.

 

e.     This Agreement may only be amended in writing signed by both you and the Bank.

 

f.      This Agreement is not intended to be and is not an admission of any fact or wrongdoing or liability by any of the parties.

 

15.       Older Workers Benefit Protection Act notice.  The following is required by the Older Workers Benefit Protection Act (“OWBPA”):

 

This Agreement includes a waiver of any claims you may have under the Age Discrimination in Employment Act (“ADEA”) through the Effective Date of the Agreement. You have up to 21 days from the date of this letter to accept the terms of this Agreement, although you may accept it at any time within those 21 days. To properly weigh the advantages and disadvantages of signing this Agreement and waiving your ADEA claims, you are advised to consult an attorney about this Agreement prior to signing.  If you want to accept the Agreement prior to the expiration of the 21 days, you will need to indicate your waiver of the 21-day consideration period by signing in the space indicated below.

 

To accept this Agreement, please date, sign and return it to the Bank’s Vice Chairman, Information, Operations & Human Services.  (An extra copy for your file is provided).  Once you do so, pursuant to the OWBPA, you will still have an additional seven days in which to revoke your acceptance. To revoke, you must send the Bank’s Vice Chairman, Information, Operations & Human Services a written statement of revocation by registered mail, return receipt requested.  If you do not revoke, the eighth day after the date of your acceptance will be the “Effective Date” of this Agreement. The Agreement will not be effective and enforceable until the revocation period has expired.

 

BANK OF HAWAII CORPORATION and
BANK OF HAWAII

 

 

 

By:

/s/ Michael E. O’Neill

 

 

Michael E. O’Neill

 

Chairman of the Board & Chief Executive Officer

 

 

By signing this Agreement, I acknowledge that I have had the opportunity to review it carefully with an attorney of my choice; that I have read and understand its terms; and that I voluntarily agree to them.

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

Managing Committee Member

 

 

Pursuant to 29 C.F.R. § 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in Older Workers Benefit Protection Act (29 U.S.C. § 626(f)(1)(F)(i)).

 

Dated:

 

 

 

 

 

 

 

 

 

 

Managing Committee Member

 



 

EXHIBIT A

[TO BE SIGNED ON THE SEPARATION DATE or ASD]

 

RELEASE OF CLAIMS

 

In consideration of the payments and other consideration provided for by the agreement (“Agreement”) dated May 3, 2004, which is attached hereto and expressly incorporated herein, I hereby voluntarily and knowingly waive, release and forever forego any and all claims, whether or not now known, suspected or claimed, that I ever had, now have, or may later claim to have had against Bank of Hawaii (“the Bank”) and any of its predecessors, subsidiaries, related entities, officers, directors, shareholders, agents, insurers, attorneys, employees, successors or assigns (“the Bank Releasees”) through the date of my signature below (“the Release Date”), including without limitation all claims arising from or related to my employment with the Bank and/or the separation of my employment with the Bank.

 

These claims include, but are not limited to, claims arising under statutory or common law in the United States (including federal, state or local jurisdictions) or any foreign country.  The released claims include, but are not limited to, claims under anti-discrimination statutes such as Title VII of the Civil Rights Act, the federal Age Discrimination in Employment Act (“ADEA”), and Hawaii’s civil rights laws (Hawaii Revised Statutes Chapter 368 and 378); claims under wage and hour laws; claims under the laws of contract and tort (such as claims for breach of contract, infliction of emotional distress, defamation, invasion of privacy, wrongful termination, etc.); claims based upon the Hawaii Whistleblowers’ Protection Act, H.R.S. § 378-61, et seq.; claims under the Sarbanes-Oxley Act of 2002, including Section 806 (18 U.S.C. § 1514A) of the Corporate and Criminal Fraud Accountability Act of 2002 (Title VIII of Sarbanes-Oxley Act of 2002); and claims for attorneys’ fees and/or costs.  This Release covers all claims that are based upon any event, action, or inaction that occurred or was to have occurred through the Release Date.

 

I hereby acknowledge (1) that I have been advised to consult with an attorney prior to signing this Release, (2) that I have been given more than twenty-one days prior to signing in which to consider this Release, (3) that I have been advised that this Release covers ALL CLAIMS (including employment-related claims generally and ADEA claims specifically) I might have against the Bank or the Bank Releasees through the date of this Release; and (4) that I have seven days after signing this Release (“the Revocation Period”) in which to revoke my agreement to this Release.  I understand that I may revoke my agreement by notifying the Bank at any time during the Revocation Period.  If I elect to revoke my agreement to this Release, the Agreement will be void, and I will not receive the Monetary Consideration provided under that Agreement.

 

UNDERSTOOD AND AGREED:

 

 

 

 

 

 

Managing Committee Member

Date

 

Pursuant to 29 C.F.R. § 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in Older Workers Benefit Protection Act (29 U.S.C. § 626(f)(1)(F)(i)).

 

Dated:

 

 

 

 

 

 

 

 

 

 

Managing Committee Member

 


Exhibit 12

 

Bank of Hawaii Corporation and Subsidiaries

Exhibit 12 - Statement Regarding Computation of Ratios

 

 

 

Six Months Ended

 

(dollars in thousands)

 

June 30, 2004

 

June 30, 2003

 

 

 

 

 

 

 

Earnings:

 

 

 

 

 

1.

Income Before Income Taxes

 

$

130,923

 

$

91,383

 

2.

Plus: Fixed Charges Including Interest on Deposits

 

33,079

 

45,081

 

3.

Earnings Including Fixed Charges

 

164,002

 

136,464

 

4.

Less: Interest on Deposits

 

17,760

 

27,756

 

5.

Earnings Excluding Interest on Deposits

 

$

146,242

 

$

108,708

 

 

 

 

 

 

 

 

Fixed Charges:

 

 

 

 

 

6.

Fixed Charges Including Interest on Deposits

 

$

33,079

 

$

45,081

 

7.

Less: Interest on Deposits

 

17,760

 

27,756

 

8.

Fixed Charges Excluding Interest on Deposits

 

$

15,319

 

$

17,325

 

 

 

 

 

 

 

Ratio of Earnings to Fixed Charges:

 

 

 

 

 

Including Interest on Deposits (Line 3 divided by Line 6)

 

5.0x

 

3.0x

 

Excluding Interest on Deposits (Line 5 divided by Line 8)

 

9.5x

 

6.3x

 

 


Exhibit 31.1

 

BANK OF HAWAII CORPORATION

Rule 13a-14(a) Certifications

 

I, Michael E. O’Neill, certify that:

 

1.

 

I have reviewed this quarterly report on Form 10-Q of Bank of Hawaii Corporation;

 

 

 

2.

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

3.

 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

4.

 

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

 

 

 

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

 

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

 

c)              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 

5.

 

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

 

 

 

 

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  July 28, 2004

 

 

/s/ Michael E. O’Neill

 

 

Michael E. O’Neill

 

Chairman of the Board and Chief Executive Officer

 


Exhibit 31.2

 

BANK OF HAWAII CORPORATION

Rule 13a-14(a) Certifications

 

I, Allan R. Landon, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Bank of Hawaii Corporation;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  July 28, 2004

 

 

  /s/ Allan R. Landon

 

 

Allan R. Landon

 

President and Chief Operating Officer

 


Exhibit 31.3

 

BANK OF HAWAII CORPORATION

Rule 13a-14(a) Certifications

 

I, Richard C. Keene, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Bank of Hawaii Corporation;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  July 28, 2004

 

 

   /s/ Richard C. Keene

 

 

Richard C. Keene

 

Chief Financial Officer

 


Exhibit 32

 

BANK OF HAWAII CORPORATION

 

Section 1350 Certification

 

We hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Form 10-Q of Bank of Hawaii Corporation (the “Issuer”) for the quarterly period ended June 30, 2004 (the “Periodic Report”):

 

                  fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

                  the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

 

 

Date:  July 28, 2004

 

 

 

/s/ Michael E. O’Neill

 

 

Michael E. O’Neill

 

Chairman of the Board and Chief Executive Officer

 

 

 

 

 

/s/ Allan R. Landon

 

 

Allan R. Landon

 

President and Chief Operating Officer

 

 

 

 

 

/s/ Richard C. Keene

 

 

Richard C. Keene

 

Chief Financial Officer

 

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Periodic Report or as a separate disclosure document.