U N I T E D S T A T E S
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the quarterly
period ended June 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the transition
period from _____________ to _____________
Commission File Number 1-6887
PACIFIC CENTURY FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Hawaii 99-0148992
------------------------ ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
130 Merchant Street, Honolulu, Hawaii 96813
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(808) 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 X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $2 Par Value; outstanding at October 31, 1997 -
40,206,709 shares
<PAGE>
PACIFIC CENTURY FINANCIAL CORPORATION and subsidiaries
September 30, 1997
PART I. - Financial Information
Item 1. Financial Statements
<PAGE>
<TABLE>
Consolidated Statements of Condition (Unaudited) Pacific Century Financial Corporation and subsidiaries
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
September 30 December 31 September 30
(in thousands of dollars) 1997 1996 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Interest-Bearing Deposits $495,653 $635,519 $623,592
Investment Securities - Held to Maturity
(Market Value of $1,200,591; $1,261,146; and $1,266,815; respectively) 1,194,467 1,258,756 1,272,910
Investment Securities - Available for Sale 2,501,678 2,372,897 2,340,746
Funds Sold 111,890 141,920 88,224
Loans 9,529,535 8,699,286 8,683,244
Unearned Income (206,823) (183,586) (181,719)
Reserve for Possible Loan Losses (177,689) (167,795) (167,770)
- --------------------------------------------------------------------------------------------------------------------
Net Loans 9,145,023 8,347,905 8,333,755
- --------------------------------------------------------------------------------------------------------------------
Total Earning Assets 13,448,711 12,756,997 12,659,227
Cash and Non-Interest Bearing Deposits 579,087 581,221 457,116
Premises and Equipment 286,090 273,122 273,075
Customers' Acceptance Liability 46,576 21,178 27,323
Accrued Interest Receivable 87,013 88,074 85,095
Other Real Estate 11,016 10,711 8,901
Intangibles, including Goodwill 209,005 96,456 96,427
Trading Securities 2,292 1,687 1,449
Other Assets 201,451 179,721 171,860
- --------------------------------------------------------------------------------------------------------------------
Total Assets $14,871,241 $14,009,167 $13,780,473
====================================================================================================================
Liabilities
Domestic Deposits
Demand - Non-Interest Bearing $1,589,808 $1,435,091 $1,319,369
- Interest-Bearing 1,991,881 1,724,105 1,648,312
Savings 836,220 866,453 889,874
Time 2,932,356 2,571,569 2,586,714
Foreign Deposits
Demand - Non-Interest Bearing 335,815 553,274 273,311
Time Due to Banks 605,543 804,818 707,122
Other Savings and Time 1,163,723 728,769 993,788
- --------------------------------------------------------------------------------------------------------------------
Total Deposits 9,455,346 8,684,079 8,418,490
Securities Sold Under Agreements to Repurchase 2,268,250 2,075,571 1,996,536
Funds Purchased 364,528 599,994 479,538
Short-Term Borrowings 482,378 293,257 489,061
Bank's Acceptances Outstanding 46,576 21,178 27,323
Accrued Pension Costs 17,639 17,309 20,341
Accrued Interest Payable 68,541 69,545 75,294
Accrued Taxes Payable 153,560 154,984 151,530
Minority Interest 5,757 9,307 9,352
Other Liabilities 101,021 85,678 90,828
Long-Term Debt 766,485 932,143 957,431
- --------------------------------------------------------------------------------------------------------------------
Total Liabilities 13,730,081 12,943,045 12,715,724
Shareholders' Equity
Common Stock ($2 par value), authorized 100,000,000 shares;
outstanding, September 1997 - 40,221,783;
December 1996 - 39,959,234; September 1996 - 40,661,103; 80,444 79,918 81,322
Surplus 194,131 186,391 215,014
Unrealized Valuation Adjustments (6,509) (3,722) (12,759)
Retained Earnings 873,094 803,535 781,172
- --------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 1,141,160 1,066,122 1,064,749
- --------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $14,871,241 $14,009,167 $13,780,473
====================================================================================================================
</TABLE>
<TABLE>
Consolidated Statements of Income (Unaudited) Pacific Century Financial Corporation and subsidiaries
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
3 Months 3 Months 9 Months 9 Months
Ended Ended Ended Ended
September 30 September 30 September 30 September 30
(in thousands of dollars except per share amounts) 1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Interest on Loans $186,887 $167,454 $525,859 $490,302
Loan Fees 7,947 6,381 24,683 22,958
Income on Lease Financing 8,691 8,793 26,015 18,467
Interest and Dividends on Investment Securities
Taxable 20,592 20,542 61,297 49,703
Non-taxable 296 292 874 901
Income on Investment Securities Available for Sale 40,995 35,997 118,542 110,047
Interest on Deposits 8,090 10,298 27,229 30,952
Interest on Security Resale Agreements 1 -- 86 --
Interest on Funds Sold 1,091 828 2,715 2,906
- --------------------------------------------------------------------------------------------------------------------
Total Interest Income 274,590 250,585 787,300 726,236
Interest Expense
Interest on Deposits 83,259 76,389 240,716 209,751
Interest on Security Repurchase Agreements 30,120 23,780 85,152 73,705
Interest on Funds Purchased 5,795 7,323 17,588 22,041
Interest on Short-Term Borrowings 4,689 5,254 13,552 16,726
Interest on Long-Term Debt 12,030 15,191 34,559 47,173
- --------------------------------------------------------------------------------------------------------------------
Total Interest Expense 135,893 127,937 391,567 369,396
Net Interest Income 138,697 122,648 395,733 356,840
Provision for Possible Loan Losses 8,162 3,733 20,536 12,320
- --------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Possible Loan Losses 130,535 118,915 375,197 344,520
Non-Interest Income
Trust Income 13,162 12,349 39,271 37,067
Service Charges on Deposit Accounts 7,790 6,813 20,988 19,597
Fees, Exchange, and Other Service Charges 17,108 15,884 49,301 42,436
Other Operating Income 7,795 6,690 22,244 20,618
Investment Securities Gains (Losses) 292 291 2,304 229
- --------------------------------------------------------------------------------------------------------------------
Total Non-Interest Income 46,147 42,027 134,108 119,947
Non-Interest Expense
Salaries 45,161 40,727 126,686 118,246
Pensions and Other Employee Benefits 12,522 12,020 40,032 37,500
Net Occupancy Expense of Premises 11,065 10,510 32,620 29,954
Net Equipment Expense 9,837 8,789 28,530 25,343
Other Operating Expense 43,245 40,041 115,269 101,752
Minority Interest 287 524 999 1,181
- --------------------------------------------------------------------------------------------------------------------
Total Non-Interest Expense 122,117 112,611 344,136 313,976
- --------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 54,565 48,331 165,169 150,491
Provision for Income Taxes 19,312 17,003 58,829 51,840
- --------------------------------------------------------------------------------------------------------------------
Net Income $35,253 $31,328 $106,340 $98,651
====================================================================================================================
Earnings Per Common Share and Common Share Equivalents $0.86 $0.76 $2.63 $2.39
- --------------------------------------------------------------------------------------------------------------------
Average Common Shares and Common Share Equivalents Outstanding 41,094,194 41,182,809 40,386,565 41,334,572
- --------------------------------------------------------------------------------------------------------------------
/TABLE
<PAGE>
<TABLE>
Consolidated Statements of Shareholders' Equity (Unaudited) Pacific Century Financial Corporation and subsidiaries
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
Common Unrealized Retained
(in thousands of dollars except per share amounts) Total Stock Surplus Valuation Adj. Earnings
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $1,066,122 $79,918 $186,391 ($3,722) $803,535
Net Income 106,340 - - - 106,340
Sale of Common Stock
65,220 Profit Sharing Plan 2,925 130 2,795 - -
183,207 Stock Option Plan 4,745 366 4,379 - -
102,899 Dividend Reinvestment Plan 4,877 207 4,670 - -
2,950 Directors' Restricted Shares and
Deferred Compensation Plan 128 6 122 - -
2,317,873 Shares Issued to CU Bancorp Shareholders 108,469 4,636 103,833 - -
Stock Repurchased (112,878) (4,819) (108,059) - -
Unrealized Valuation Adjustments
Investment Securities 2,633 - - 2,633 -
Foreign Exchange Translation Adjustment (5,420) - - (5,420) -
Cash Dividends Paid of $.925 Per Share (36,781) - - - (36,781)
- --------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1997 $1,141,160 $80,444 $194,131 ($6,509) $873,094
====================================================================================================================
Balance at December 31, 1995 $1,054,436 $82,682 $240,080 $13,902 $717,772
Net Income 98,651 - - - 98,651
Sale of Common Stock
35,803 Profit Sharing Plan 1,231 72 1,159 - -
201,176 Stock Option Plan 4,629 402 4,227 - -
133,207 Dividend Reinvestment Plan 5,200 265 4,935 - -
1,800 Restricted Share Plan 64 4 60 - -
Stock Repurchased (37,550) (2,103) (35,447) - -
Unrealized Valuation Adjustments
Investment Securities (19,116) - - (19,116) -
Foreign Exchange Translation Adjustment (7,545) - - (7,545) -
Cash Dividends Paid of $.86 Per Share (35,251) - - - (35,251)
- --------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1996 $1,064,749 $81,322 $215,014 ($12,759) $781,172
====================================================================================================================
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows (Unaudited) Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(in thousands of dollars) 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net Income $106,340 $98,651
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses, depreciation, and amortization of income and expense 20,906 10,796
Deferred income taxes 7,251 5,638
Realized and unrealized investment security gains (2,184) (8,294)
Net decrease (increase) in trading securities (605) 1,420
Other assets and liabilities, net (46,297) 4,931
----------- -------------
Net cash provided by operating activities 85,411 113,142
- ------------------------------------------------------------------------------------------------------------------------------------
Investing Activities
Proceeds from redemptions of investment securities held to maturity 167,176 459,823
Purchases of investment securities held to maturity (55,418) (581,374)
Proceeds from sales of investment securities available for sale 639,931 734,695
Purchases of investment securities available for sale (563,530) (868,188)
Net decrease in interest-bearing deposits placed in other banks 140,724 421,546
Net decrease in funds sold 61,230 27,949
Net increase (decrease) in loans and lease financing (316,695) 113,310
Premises and equipment, net (14,946) (29,062)
Purch of addtnl int, net of cash and non-int deposits, Credipac Polynesie and Credipac Nouvelle Caledonie -- (4,114)
Purchase of majority interest of Banque de Tahiti & New Caledonie
net of cash and non-interest bearing deposits acquired -- 18,090
Purchase of Bank of Hawaii (PNG), Ltd., net of cash and non-interest
bearing deposits acquired (5,371) --
Purchase of CU Bancorp, net of cash and non-interest
bearing deposits acquired 24,523 --
Purchase of Home Savings of America branches, net of cash and non-interest
bearing deposits acquired 235,020 --
----------- -------------
Net cash provided by investing activities 312,644 292,675
- ------------------------------------------------------------------------------------------------------------------------------------
Financing Activities
Net decrease in demand, savings, and time deposits (238,435) (16,796)
Proceeds from lines of credit and long-term debt 19,313 1,059,468
Principal payments on lines of credit and long-term debt (184,971) (1,165,473)
Net increase (decrease) in short-term borrowings 146,308 (225,709)
Net proceeds (payments) from sale (repurchase) of stock (100,203) (26,426)
Cash dividends (36,781) (35,251)
----------- -------------
Net cash used by financing activities (394,769) (410,187)
Effect of exchange rate changes on cash (5,420) (7,545)
----------- -------------
Decrease in cash and non-interest bearing deposits (2,134) (11,915)
Cash and non-interest bearing deposits at beginning of year 581,221 469,031
----------- -------------
Cash and non-interest bearing deposits at end of period $579,087 $457,116
====================================================================================================================================
</TABLE>
<PAGE>
Note 1. Name Change
On April 25, 1997, the company's name was changed from
Bancorp Hawaii, Inc. to Pacific Century Financial Corporation
(Pacific Century). The change was made to better reflect the
company's strategic goals to grow in Hawaii and throughout the
Pacific. Bank of Hawaii will maintain its name along with that
of First Federal Savings & Loan Association of America. However,
several of the company's other subsidiaries have adopted names
with a Pacific Century theme.
Note 2. Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
the consolidated financial statements reflect all adjustments of
a normal and recurring nature, including adjustments related to
completed acquisitions which are necessary for a fair
presentation of the results for the interim periods, and should
be read in conjunction with the audited consolidated financial
statements and related notes included in Pacific Century's 1996
Annual Report to Shareholders. Operating results for the nine
months ended September 30, 1997 are not necessarily indicative of
the results that may be expected for the year ending December 31,
1997.
During the current quarter, the accounting for Pacific
Century's investment in National Bank of Solomon Islands (NBSI)
was converted to the equity method and is no longer included in
the consolidated financial statements. Under Solomon Island law,
NBSI is required to invest 20% of its deposit base in local
government securities. The interest earned on these securities
has not been paid due to the government's fiscal problems. The
interest on these securities has not been accrued by NBSI. At
September 30, 1997, NBSI's investment in these securities totaled
$22.6 million, and Pacific Century's equity investment in NBSI
was $2.2 million.
Certain reclassifications have been made from prior year
amounts to conform to the 1997 presentation.
Note 3. Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 128, "Earnings Per Share" and SFAS No. 129, "Capital
Structure". SFAS No. 128 simplifies the calculation of earnings
per share (EPS) and makes it comparable to international
standards. SFAS No. 129 consolidates the existing guidance from
several other pronouncements relating to an entity's capital
structure.
Under SFAS No. 128 primary EPS is replaced with a
calculation called basic EPS. Basic EPS is calculated by
dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period.
Fully diluted EPS has not changed significantly but has been
renamed diluted EPS. Under the new rules, income available to
common shareholders is adjusted for the assumed conversion of all
potentially dilutive securities. The treasury stock method is
used to calculate the dilutive effect of options and warrants.
The treasury stock method is applied using the average market
price of the company's common stock during the period rather than
the higher of the average market price or the ending market
price. The dilutive effect of convertible debt or convertible
preferred stock is calculated using the if-converted method,
which assumes conversion at the beginning of the period if the
effect is dilutive.
SFAS No. 128 is effective for both interim and annual
financial statements for periods ending after December 15, 1997.
Earlier application is not permitted. Under SFAS No. 128, basic
EPS for the third quarter would have been $0.87 and dilutive EPS
$0.86. For the year-to-date, the basic and dilutive EPS would
have been $2.67 and $2.63, respectively.
The FASB recently issued SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting comprehensive income and its components in a full set
of financial statements. The Statement requires that all items
that meet the definition of components of comprehensive income be
reported in a financial statement for the period in which they
are recognized. The Statement does not specify a specific format
for reporting comprehensive income in a financial statement, but
requires that the amount representing total comprehensive income
be displayed in that financial statement. Under existing
accounting standards, other comprehensive income consists of
foreign currency translation adjustments, minimum pension
liability adjustments, and unrealized gains and losses on
available-for-sale securities. SFAS No. 130 is effective for
fiscal years beginning after December 15, 1997.
The FASB issued SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information, which establishes
standards for the reporting of financial information from
operating segments in annual and interim financial statements.
This Statement requires that financial information be reported on
the same basis that it is reported internally for evaluating
segment performance and determining resource allocations to
segments. Because this Statement addresses how supplemental
financial information is disclosed in annual and interim reports,
its adoption will have no material impact on the financial
statements. SFAS No. 131 will become effective in 1998.
In January 1997, the Securities and Exchange Commission
issued their final rules to clarify and expand existing
disclosure requirements for derivatives and exposures to market
risk from derivative financial instruments, other financial
instruments and certain derivative commodity instruments. These
new disclosure rules have two parts. New Item 305 of Regulation
S-K will require market risk disclosures (both quantitative and
qualitative) outside the financial statements. New rule 4-08(n)
of Regulation S-X will require expanded accounting policy
disclosures for derivatives in the notes to the financial
statements.
Note 4. Accounting Policy for Derivative Financial
Instruments
Pacific Century is a party to financial instruments with
off-balance sheet risks that are conducted in the normal course
of business to meet the financing needs of its customers and to
manage its own exposure to fluctuations in interest and foreign
exchange rates. These financial instruments include foreign
exchange forward contracts and interest rate swaps. The FASB
considers these off-balance sheet financial instruments as
derivative financial instruments and requires that they be
categorized as either "held or issued for purposes other than
trading" or "trading". Pacific Century has not utilized these
derivative financial instruments for trading purposes.
Pacific Century uses both interest rate swaps and foreign
exchange contracts to manage its interest rate and foreign
currency exposures. When these instruments meet certain
criteria, they qualify for hedge accounting treatment and are
accounted for on either a deferral, accrual, or mark-to-market
basis, depending on the nature of Pacific Century's hedge
strategy and on the method used to account for the hedged item.
The criteria for using hedge accounting include demonstrating how
the hedge will reduce risk, identifying the specific asset,
liability, firm commitment, or anticipated transaction being
hedged, and establishing the time horizon of the hedge. In order
for hedge accounting to continue, hedge effectiveness tests are
performed on an ongoing basis to determine if an instrument
continues to meet the objectives of the hedge strategy.
Derivative financial instruments held or issued for other
than trading are reported in the consolidated balance sheet and
statement of income as described below.
Interest Rate Swaps are accounted for under the accrual
method. Under this method, interest income or expense on the
hedging instrument is accrued and recorded as an adjustment to
the related interest income or expense account of the hedged
item. The effectiveness of the hedge is assessed at the
inception of the derivative and is continuously reviewed to
ensure that the correlation still exists between the derivative
instrument and the hedged item. If the correlation no longer
exists, the use of hedge accounting will be terminated.
Pacific Century accounts for the foreign exchange contracts
on a mark-to-market basis when the market value of the hedging
instrument fulfills the objectives of the hedge strategy, and the
carrying value of the hedged item is at fair value. Market
values are determined using current foreign currency exchange
rates. Realized and unrealized gains and losses on foreign
exchange contracts are included with the gains and losses of the
hedged item.
If at any time a derivative financial instrument no longer
qualifies for hedge accounting treatment, it is marked to market
on a prospective basis and any deferred gain or loss associated
with the hedging instrument is amortized over the remaining
original period of the hedge. When an anticipated transaction is
no longer likely to occur, any deferred gain or loss associated
with the hedging instrument is recognized immediately in the
income or expense account related to the hedged item.
Note 5. Mergers and Acquisitions
In February 1997, Bank of Hawaii International Inc. acquired
100% of the Indosuez Niugini Bank, Ltd. from Indosuez Bank, Ltd.
for approximately $5.6 million. Indosuez Niugini Bank, Ltd. has
been renamed Bank of Hawaii (PNG), Ltd. The acquisition was
accounted for as a purchase and resulted in $2.5 million in
goodwill, which is being amortized over 15 years. At September
30, 1997 the Bank of Hawaii (PNG), Ltd. had approximately $98.2
million in total assets.
In March 1997, Pacific Century Bank, N.A. (PCB), a wholly-
owned subsidiary of Pacific Century purchased approximately $254
million in deposits from Home Savings' Arizona operations. As a
result of the purchase, PCB now has a combined total of ten
branches servicing customers in the greater Phoenix vicinity,
Tucson and Yuma, Arizona. Pacific Century paid approximately
$19.7 million for the core deposit base, deposit premium
intangibles and other items.
On February 24, 1997, Pacific Century announced the signing
of a definitive agreement for Pacific Century to acquire CU
Bancorp and its subsidiary bank, California United Bank (CUB).
CUB has 21 branches in Southern California. On July 3, 1997, the
transaction was closed with Pacific Century common shares
exchanged for approximately 60% of CU Bancorp shares at the rate
of 0.3278 Pacific Century shares for every CU Bancorp share. The
remaining CU Bancorp shareholders elected to take cash in
exchange for their shares. The transaction has been accounted for
using the purchase method with CUB becoming a wholly-owned
subsidiary of Pacific Century. The acquisition created $99.3
million in goodwill which is being amortized over 25 years.
Note 6. Income Taxes
The provision for income taxes is computed by applying
statutory federal and state income tax rates to income before
income taxes as reported in the consolidated financial statements
after adjusting for non-taxable items, principally from certain
state tax adjustments, tax exempt interest income, and low income
housing and investment tax credits.<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Review
Performance Highlights
Pacific Century Financial Corporation (Pacific Century)
reported earnings for the nine months ended September 30, 1997 of
$106.3 million, an increase of 7.8% from the same period in 1996.
On a per share basis, earnings were $2.63 and $2.39 for the year-
to-date in 1997 and 1996, respectively.
Pacific Century's earnings for the third quarter of 1997
were $35.3 million, up 12.5% from the similar quarter last year.
This improvement was in part the result of the one-time special
Savings Association Insurance Fund (SAIF) assessment recognized
in the third quarter of 1996. The SAIF assessment for Pacific
Century's savings and loan subsidiaries was $5.0 million pre-tax
and $3.0 million after tax. Earnings per share for the third
quarter of 1997 were $0.86 compared with $0.76 for the same
quarter last year. Comparatively, for the first and second
quarters of 1997, earnings per share were $0.88 and $0.89,
respectively.
Performance ratios through September 30, 1997 continued to
improve over those reported for the year ended December 31, 1996.
On an annualized basis, ROAA was 1.01% and ROAE was 12.94%
through September 30, 1997. Comparatively, 1996 ROAA and ROAE
ratios for the year ended December 31, 1996 were 0.99% and
12.43%, respectively.
The acquisitions made during the course of 1996 and 1997,
have affected the comparisons between reporting periods. Total
assets increased to $14.9 billion as of September 30, 1997, up
from $14.0 billion at December 31, 1996 and $13.8 billion at
September 30, 1996. Net loans outstanding increased to $9.1
billion at September 30, 1997, compared with $8.3 billion at
December 31, 1996 and September 30, 1996. Total investment
securities remained relatively stable at $3.7 billion at
September 30, 1997 and $3.6 billion at both December 31 and
September 30, 1996.
Total deposits increased to $9.5 billion at the end of
September 1997. Comparatively, deposits were $8.7 billion and
$8.4 billion at year-end 1996 and September 30, 1996,
respectively. Securities sold under repurchase agreements
(Repos) totaled $2.3 billion at September 30, 1997, increasing
9.3% from the year-end balance outstanding of $2.1 billion. At
the end of September 1996, the balance of Repos was $2.0
billion.
Results for the nine months of 1997 have been affected by
the acquisitions made during the year. These acquisitions
include the first quarter purchase by Bank of Hawaii
International, Inc. of Indosuez Niugini Bank, Ltd., which was
renamed Bank of Hawaii (PNG), Ltd.; the purchase of Home Savings'
Arizona operations by Pacific Century Bank, N.A. in March ($254
million in deposits at acquisition); and the purchase of CU
Bancorp and its wholly owned subsidiary CUB in July.
The table below presents the major category of assets and
liabilities reported by CUB and Bank of Hawaii (PNG), Ltd. as of
September 30, 1997.
<TABLE>
<CAPTION>
California Bank of Hawaii
(in millions) United Bank (PNG) Ltd.
- --------------------------------------------------------
<S> <C> <C>
Total Assets $775.6 $98.2
Net Loans 442.9 27.7
Total Deposits 681.6 90.8
</TABLE>
The year-to-year income statement comparisons are also
affected by the Banque de Tahiti (BDT) and Banque de Nouvelle
Caledonie (BNC) acquisitions made in May 1996. Year-to-date
through September 30, 1997 BDT and BNC reported combined net
income of $7.0 million compared with $4.5 million for the same
period in 1996.
Risk Elements in Lending Activities
Total loans outstanding were $9.5 billion as of September
30, 1997, an increase of 9.5% over year-end 1996, and 9.7% above
loans outstanding at September 30, 1996. Much of the increase
has been due to acquisitions, $487.4 million in combined loans
outstanding reported by Bank of Hawaii (PNG) Ltd. and CUB as of
September 30, 1997. Excluding the impact of these two
transactions, loan growth between year-end 1996 and September 30,
1997 would have been 3.9%. The following table presents Pacific
Century's total loan portfolio for the periods indicated.
<PAGE>
<TABLE>
Loan Portfolio Balances Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------
<CAPTION>
September 30 December 31 September 30
(in millions of dollars) 1997 1996 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic Loans
Commercial and Industrial $2,102.4 $1,806.7 $1,806.6
Real Estate
Construction -- Commercial 285.3 212.3 216.2
-- Residential 17.6 23.6 28.0
Mortgage -- Commercial 1,390.1 1,227.8 1,262.3
-- Residential 2,713.7 2,635.3 2,613.9
Installment 884.1 849.3 826.4
Lease Financing 497.7 437.8 424.4
- ------------------------------------------------------------------------------------
Total Domestic 7,890.9 7,192.8 7,177.8
- ------------------------------------------------------------------------------------
Foreign Loans
Banks and Other Financial Institutions 247.7 281.8 261.1
Commercial and Industrial 1,085.8 923.1 947.4
All Others 305.1 301.5 296.9
- ------------------------------------------------------------------------------------
Total Foreign 1,638.6 1,506.4 1,505.4
- ------------------------------------------------------------------------------------
Total Loans $9,529.5 $8,699.3 $8,683.2
====================================================================================
/TABLE
<PAGE>
Commercial and Industrial Loans
Commercial and Industrial (C & I) loans ended September 30,
1997 at $2.1 billion. Increases of 16.4% were reported for C & I
loans, compared with both year-end 1996 and September 30, 1996.
The increase was largely due to the acquisitions. Large loan
payoffs and new loan activity offset to hold the loan portfolio
stable.
Real Estate Loans
Real estate loans, as a group, remain the largest segment of
the loan portfolio. As of September 30, 1997, real estate loans
represented 46.2% of total loans. The table above reports the
details of the loans in the real estate group. Residential
mortgage loans continue to represent the majority of total real
estate loans. As of September 30, 1997, residential mortgages
totaled $2.7 billion, compared with $2.6 billion at December 31,
1996 and September 30, 1996.
Commercial mortgage loans totaled $1.4 billion at September
30, 1997, an increase from $1.2 billion at year-end 1996 and $1.3
billion at September 30, 1996. Commercial mortgage loans are
generally secured by real estate located in Hawaii, although
commercial mortgage loans totaling approximately $183.4 million
are outstanding on the U.S. mainland in Arizona and California.
In Guam at Bank of Hawaii and First Savings and Loan Association
of America there were $173.3 million in commercial real estate
loans outstanding as of September 30, 1997. As reported in
Pacific Century's 1996 Annual Report to shareholders, the
commercial real estate portfolio is diversified in the type of
properties securing these loans, which include shopping centers,
commercial/industrial/warehouse facilities, and office buildings.
Generally, loans secured by commercial/industrial/warehouse and
office buildings are either solely or partially owner-occupied.
Construction loans represent 6.9% of the real estate
portfolio. As of September 30, 1997, total construction loans
(both residential and commercial) totaled $302.9 million, an
increase of 28.4% and 24.0% over year-end 1996 and September 30,
1996, respectively. These loans tend to be short-term in nature
with permanent take out financing commitments in place before the
construction begins.
Other Lending
Other lending includes installment loans, leasing activities
and foreign loans. Installment loans increased ending the third
quarter of 1997 at $884.1 million, compared with $849.3 million
at year-end 1996 and $826.4 million at September 30, 1996.
Credit cards (included in the installment totals) totaled $278.2
million as of September 30, 1997, down 4.4% from year-end 1996
and up 1.9% from the same date a year ago. Also included in
installment loans are consumer installment loans which totaled
$531.8 million at September 30, 1997, compared with $489.6
million at December 31, 1996 and $483.9 million on September 30,
1996. These consumer installment loans consist mainly of auto
loans (direct and indirect), unsecured creditlines, and
guaranteed student loans.
Leasing activity has grown 13.7% since year-end 1996. At
September 30, 1997, total leases outstanding were $497.7 million
compared with $437.8 million at year-end 1996 and $424.4 million
September 30, 1996.
Foreign loans continue to grow and ended the quarter at
$1.6 billion. The growth reflected the acquisition of Bank of
Hawaii (PNG) Ltd. and loan growth in BDT and BNC and the Asian
branches of Bank of Hawaii. BDT and BNC reported combined total
loans of $631.6 million at September 30, 1997 compared with
$617.6 million at September 30, 1996, more than half of which was
in the foreign C & I category.
Non-Performing Assets and Past Due Loans
Pacific Century's non-performing assets (NPA) include non-
accrual and restructured loans and foreclosed real estate. NPAs
totaled $94.7 million or 0.99% of total loans outstanding as of
September 30, 1997. This ratio has decreased from 1.14% from the
same date a year ago but has modestly increased from 0.96% as of
December 31, 1996. In dollars, total NPAs has increased from
$83.2 million at year-end 1996 and $93.6 million at June 30,
1997.
Non-accrual loans totaled $89.7 million at September 30,
1996, $72.5 million at year-end 1996, $82.0 million at June 30,
1997, and $81.6 million at September 30, 1997. Non-accrual
residential real estate loans increased to $35.8 million at
September 30, 1997 from $23.6 million at year-end 1996 and $23.9
million a year ago. Although increasing, loans in this category
are secured by real estate and generally, were originated at loan
to collateral values of 70% to 90%. The increase in residential
real estate was partially offset by a decrease in the commercial
industrial loan category from $20.9 million at year-end to $12.9
million at September 30, 1997. The decrease is partly due to
charge-offs as noted in the section on Summary of Loan Loss
Experience.
Foreclosed real estate was $11.0 million at September 30,
1997 compared with $10.7 million at year-end 1996. At September
30, 1997, the foreclosed real estate loan portfolio consisted of
27 residential properties and one commercial property.
Foreclosed real estate remains at low levels representing 0.07%
of total assets as of September 30, 1997. On November 7, 1997, a
large residential property with a book value of $6.6 million was
sold at a modest gain. This property represented 60% of the
total foreclosed real estate balance at September 30, 1997.
Accruing loans past due 90 days or more decreased from $34.7
million at year-end 1996 to $25.8 million at September 30, 1997.
Accruing loans past due 90 days were $29.9 million and $22.6
million at the ends of the first and second quarters of 1997,
respectively.
Total NPAs and loans 90 days past due totaled $120.5 million
at September 30, 1997, compared with $117.9 million and $134.0
million at year-end 1996 and September 30, 1996, respectively.
Total NPAs and loans 90 days past due represented 1.26% of total
loans outstanding at September 30, 1997, compared with 1.36% at
year-end 1996 and 1.54% at September 30, 1996.
The following table presents NPAs and accruing loans past
due 90 days or more for the periods indicated.<PAGE>
<TABLE>
Pacific Century Financial Corporation and subsidiaries
Consolidated Non-Performing Assets and Accruing Loans Past Due 90 Days or More
- ----------------------------------------------------------------------------------
<CAPTION>
September 30 December 31 September 30
(in millions of dollars) 1997 1996 1996
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Accrual Loans
Commercial $12.9 $20.9 $23.3
Real Estate
Construction 0.9 0.3 0.3
Commercial 3.8 4.1 18.0
Residential 35.8 23.6 23.9
Installment 1.9 1.3 2.2
Leases 0.2 -- --
Foreign 26.1 22.3 22.0
- ----------------------------------------------------------------------------------
Subtotal 81.6 72.5 89.7
Restructured Loans
Commercial 2.1 -- --
- ----------------------------------------------------------------------------------
Subtotal 2.1 -- --
Foreclosed Real Estate
Domestic 11.0 10.7 8.9
Foreign -- -- --
- ----------------------------------------------------------------------------------
Subtotal 11.0 10.7 8.9
- ----------------------------------------------------------------------------------
Total Non-Performing Assets 94.7 83.2 98.6
- ----------------------------------------------------------------------------------
Accruing Loans Past Due 90 Days or More
Commercial 2.2 2.0 1.5
Real Estate
Construction 0.4 0.4 0.3
Commercial 3.0 6.8 5.3
Residential 3.0 6.8 5.3
Installment 6.9 9.0 10.1
Leases 0.2 0.2 0.3
Foreign 10.1 9.5 12.6
- ----------------------------------------------------------------------------------
Subtotal 25.8 34.7 35.4
- ----------------------------------------------------------------------------------
Total $120.5 $117.9 $134.0
==================================================================================
- ----------------------------------------------------------------------------------
Ratio of Non-Performing Assets
to Total Loans 0.99% 0.96% 1.14%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Ratio of Non-Performing Assets
and Accruing Loans Past Due
90 Days or More to Total Loans 1.26% 1.36% 1.54%
- ----------------------------------------------------------------------------------
/TABLE
<PAGE>
Summary of Loan Loss Experience
The reserve for loan losses totaled $177.7 million, 1.91% of
loans outstanding as of September 30, 1997. Comparatively, this
ratio was 1.97% at both September 30, 1996 and year-end 1996.
The provision for losses for the third quarter of 1997 was
$8.1 million, bringing the year-to-date loss provision to $20.5
million. Comparatively, the year-to-date provision for losses
was $12.3 million as of this date in 1996. Net charge-offs of
$8.5 million was recognized for the third quarter which brings
year-to-date net charge-offs to $18.4 million through September
30, 1997.
Gross charge-offs for the third quarter were $13.7 million,
resulting in year-to-date charge-offs of $32.8 million. Gross
charge-offs were $30.0 million for the first nine months of 1996.
Recoveries have decreased to $14.4 million so far this year
compared with $26.3 million for the same period in 1996. The
higher recovery level in 1996 was due in part to the recovery of
$7.0 million on loans secured by commercial leasehold properties
that were charged-off in 1992 and 1993.
The year-to-date annualized ratio of net charge-offs to
average loans outstanding at September 30, 1997 was 0.28%,
compared with 0.16% at year-end 1996 and 0.06% at September 30,
1996.
A detailed breakdown of the loan loss reserve including
charge-offs and recoveries by category is presented in the
following table.<PAGE>
<TABLE>
Summary of Loss Experience Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------------------------
<CAPTION>
Third Third First Nine First Nine
Quarter Quarter Months Months
(in millions of dollars) 1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Average Loans Outstanding $9,206.2 $8,467.4 $8,783.2 $8,317.5
Balance of Reserve for Possible Loan Losses
at Beginning of Period $167.8 $163.3 $167.8 $152.0
Loans Charged Off
Commercial and Industrial 5.5 2.1 10.2 5.2
Real Estate - Construction -- -- -- --
Real Estate - Mortgage
Commercial 0.3 1.5 0.5 2.8
Residential 0.2 0.1 0.9 1.0
Installment 7.5 5.3 20.8 19.9
Foreign -- -- -- 0.8
Leases 0.2 0.1 0.4 0.3
- ------------------------------------------------------------------------------------------------------
Total Charged Off 13.7 9.1 32.8 30.0
Recoveries on Loans Previously Charged Off
Commercial and Industrial 3.5 7.5 8.8 21.0
Real Estate - Construction -- -- -- 0.7
Real Estate - Mortgage
Commercial -- -- 0.3 0.1
Residential -- 0.2 0.7 0.4
Installment 1.6 1.4 4.4 3.5
Foreign 0.1 0.1 0.2 0.1
Leases -- 0.1 -- 0.5
- ------------------------------------------------------------------------------------------------------
Total Recoveries 5.2 9.3 14.4 26.3
- ------------------------------------------------------------------------------------------------------
Net Charge Offs 8.5 (0.2) 18.4 3.7
Provision Charged to Operating Expenses 8.1 3.7 20.5 12.3
Other Net Additions (Deductions) * 10.3 0.6 7.8 7.2
- ------------------------------------------------------------------------------------------------------
Balance at End of Period $177.7 $167.8 $177.7 $167.8
======================================================================================================
Ratio of Net Charge Offs to
Average Loans Outstanding (annualized) 0.37% -0.01% 0.28% 0.06%
- ------------------------------------------------------------------------------------------------------
Ratio of Reserve to Loans Outstanding 1.91% 1.97% 1.91% 1.97%
- ------------------------------------------------------------------------------------------------------
* Includes foreign currency translation adjustments and reserves acquired.
/TABLE
<PAGE>
Capital
Pacific Century's total capital at September 30, 1997
totaled $1.1 billion. During the quarter, 2.3 million shares
were issued in the acquisition of CU Bancorp. New shares of
354,300 were also issued for the profit-sharing, stock option and
dividend reinvestment plans which increased capital by $12.5
million for the year-to-date. Under Pacific Century's continuing
stock repurchase programs and the repurchase of shares issued to
acquire CU Bancorp, $112.9 million shares were repurchased since
year-end 1996. There were 2.2 million shares remaining to be
repurchased under these programs as of September 30, 1997.
Dividends for the quarter increased to $13.1 million, compared
with $12.3 million for the third quarter of 1996. The dividends
were paid at $0.325 per share for the third quarter of 1997.
Regulatory risk-based capital remained well above minimum
guidelines. At September 30, 1997, Pacific Century's Total
Capital and Tier 1 Capital ratios were 11.76% and 9.45%,
respectively. This compares with year-end 1996, when the Total
Capital Ratio was 12.96% and the Tier 1 Capital Ratio was 10.57%.
Regulatory guidelines prescribe a minimum Total Capital Ratio of
10.00% and a Tier 1 Capital Ratio of 6.00% for an institution to
qualify as well capitalized. Pacific Century's strategy is to
maintain its capital ratios at levels to meet this qualification
to benefit from the financial and regulatory incentives provided
to well capitalized institutions.
In addition, the leverage ratio, which represents the ratio
of Tier 1 Capital to total quarterly average assets, was 7.36% at
September 30, 1997, compared to 7.98% at year-end 1996. The
required minimum ratio is 5.00%, to qualify an institution as
well capitalized.
Net Interest Margin Management
The average net interest margin (taxable equivalent basis)
on earning assets for the third quarter of 1997 was 4.07%, an
increase from 3.87% for the same quarter in 1996 and 4.00% for
the second quarter of 1997. Year-to-date net interest margin for
1997 was 4.06% compared with 3.89% for the same period in 1996
and 3.84% for the full year of 1996. The increase in net margin
is partly attributed to the acquisitions, as CUB's margins are
incrementally higher than Pacific Century. The impact of these
changes on net interest income (taxable equivalent basis) was an
increase to $138.9 million for the third quarter compared with
$128.6 million and $128.9 million for the second and first
quarters of 1997, respectively.
The yield on earning assets for the third quarter of 1997
improved to 8.05% from 7.89% for the same quarter a year ago with
a similar improvement of 8.07% for the second quarter of 1997.
The yield on earnings assets was 7.81% for all of 1996. Pacific
Century's cost of funds rate has remained relatively stable. The
cost of funds rate was 4.78% for both the quarter ended September
30, 1997 and the year-to-date and 4.70% and 4.75% for the first
and second quarters of 1997, respectively. Comparatively, the
cost of funds rate was 4.73% for all of 1996. <PAGE>
<TABLE>
Pacific Century Financial Corporation and subsidiaries
Consolidated Average Balances and Interest Rates Taxable Equivalent
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1997 September 30, 1996
Average Income/Yield/ Average Income/Yield/
(in millions of dollars) Balance Expense Rate Balance Expense Rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets
Interest Bearing Deposits $530.0 $8.1 6.06% $581.6 $10.3 7.04%
Investment Securities Held to Maturity
-Taxable 1,219.2 20.6 6.70 1,261.8 20.6 6.48
-Tax-Exempt 12.6 0.5 14.42 12.7 0.5 14.12
Investment Securities Available for Sale 2,495.4 41.0 6.52 2,229.4 35.9 6.42
Funds Sold 84.7 1.1 5.12 90.7 0.8 3.63
Net Loans
-Domestic 7,566.8 162.4 8.52 6,990.3 139.1 7.92
-Foreign 1,639.4 33.2 8.04 1,477.1 37.2 10.02
Loan Fees 7.9 6.4
------------------------ ------------------------
Total Earning Assets 13,548.1 274.8 8.05 12,643.6 250.8 7.89
Cash and Due From Banks 529.3 463.7
Other Assets 488.3 438.2
---------- ----------
Total Assets $14,565.7 $13,545.5
========== ==========
Interest Bearing Liabilities
Domestic Deposits - Demand $2,020.9 14.0 2.74 $1,764.1 11.7 2.65
- Savings 858.1 5.5 2.55 913.4 5.8 2.51
- Time 2,892.4 40.9 5.62 2,620.1 35.5 5.40
------------------------ ------------------------
Total Domestic 5,771.4 60.4 4.15 5,297.6 53.0 3.98
Foreign Deposits
- Time Due to Banks 605.8 9.6 6.26 618.0 13.5 8.67
- Other Time and Savings 1,267.3 13.3 4.16 874.7 9.9 4.49
------------------------ ------------------------
Total Foreign 1,873.1 22.9 4.84 1,492.7 23.4 6.22
------------------------ ------------------------
Total Deposits 7,644.5 83.3 4.32 6,790.3 76.4 4.48
Short-Term Borrowings 2,893.4 40.6 5.57 2,727.4 36.3 5.30
Long-Term Debt 751.1 12.0 6.35 1,003.1 15.2 6.02
------------------------ ------------------------
Total Interest Bearing Liabilities 11,289.0 135.9 4.78 10,520.8 127.9 4.84
------------------------ ------------------------
Net Interest Income 138.9 3.27 122.9 3.05
Average Spread on Earning Assets 4.07% 3.87%
Demand Deposits - Domestic 1,576.5 1,434.0
- Foreign 262.5 354.5
---------- ----------
Total Demand Deposits 1,839.0 1,788.5
Other Liabilities 287.1 165.9
Shareholders' Equity 1,150.6 1,070.3
---------- ----------
Total Liabilities and Shareholders' Equity $14,565.7 $13,545.5
========== ==========
Provision for Possible Loan Losses 8.2 3.7
Net Overhead 75.9 67.6
------- -------
Income Before Income Taxes 54.8 51.6
Provision for Income Taxes 19.3 20.0
Tax-Equivalent Adjustment 0.2 0.3
------- -------
Net Income $35.3 $31.3
======= =======
</TABLE>
<TABLE>
Pacific Century Financial Corporation and subsidiaries
Consolidated Average Balances and Interest Rates Taxable Equivalent
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
Average Income/Yield/ Average Income/Yield/
(in millions of dollars) Balance Expense Rate Balance Expense Rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets
Interest Bearing Deposits $540.0 $27.2 6.74% $592.5 $31.0 6.98%
Investment Securities Held to Maturity
-Taxable 1,219.4 61.3 6.72 1,026.3 49.7 6.47
-Tax-Exempt 12.6 1.4 14.29 13.2 1.4 14.06
Investment Securities Available for Sale 2,424.2 118.6 6.54 2,262.7 110.0 6.50
Funds Sold 78.0 2.8 4.80 87.5 2.9 4.43
Net Loans
-Domestic 7,255.9 455.9 8.40 7,132.3 435.1 8.15
-Foreign 1,527.3 96.1 8.42 1,185.2 74.1 8.36
Loan Fees 24.7 23.0
------------------------ ------------------------
Total Earning Assets 13,057.4 788.0 8.07 12,299.7 727.2 7.90
Cash and Due From Banks 531.9 455.5
Other Assets 489.6 429.7
---------- ----------
Total Assets $14,078.9 $13,184.9
========== ==========
Interest Bearing Liabilities
Domestic Deposits - Demand $1,876.8 39.0 2.77 $1,726.4 35.5 2.74
- Savings 868.0 16.2 2.50 956.5 18.1 2.53
- Time 2,823.5 116.4 5.51 2,398.4 97.2 5.41
------------------------ ------------------------
Total Domestic 5,568.3 171.6 4.12 5,081.3 150.8 3.96
Foreign Deposits
- Time Due to Banks 789.1 35.1 5.94 728.7 32.8 6.01
- Other Time and Savings 1,038.8 34.0 4.38 695.2 26.1 5.02
------------------------ ------------------------
Total Foreign 1,827.9 69.1 5.05 1,423.9 58.9 5.53
------------------------ ------------------------
Total Deposits 7,396.2 240.7 4.35 6,505.2 209.7 4.31
Short-Term Borrowings 2,834.6 116.3 5.49 2,827.3 112.5 5.31
Long-Term Debt 724.7 34.6 6.38 1,057.0 47.2 5.96
------------------------ ------------------------
Total Interest Bearing Liabilities 10,955.5 391.6 4.78 10,389.5 369.4 4.75
------------------------ ------------------------
Net Interest Income 396.4 3.29 357.8 3.15
Average Spread on Earning Assets 4.06% 3.89%
Demand Deposits - Domestic 1,442.0 1,342.4
- Foreign 262.7 180.1
---------- ----------
Total Demand Deposits 1,704.7 1,522.5
Other Liabilities 320.0 205.7
Shareholders' Equity 1,098.7 1,067.2
---------- ----------
Total Liabilities and Shareholders' Equity $14,078.9 $13,184.9
========== ==========
Provision for Possible Loan Losses 20.5 12.3
Net Overhead 210.1 191.0
------- -------
Income Before Income Taxes 165.8 154.5
Provision for Income Taxes 58.8 54.9
Tax-Equivalent Adjustment 0.7 0.9
------- -------
Net Income $106.3 $98.7
======= =======
/TABLE
<PAGE>
Interest Rate Risk and Derivatives
As discussed in Pacific Century's 1996 Annual Report,
Pacific Century utilizes interest rate sensitivity analysis and
computer simulation techniques to measure the exposure of its
earnings to interest rate movements. The objective of the
process is to position the balance sheet to optimize earnings
without unduly increasing risk. The interest rate sensitivity
table presents the possible exposure to interest rate movements
for various time frames as of September 30, 1997. The
distribution of assets and liabilities in this table is generally
made using a combination of characteristics such as maturity
dates, call provisions, re-pricing opportunities and prepayment
patterns. All of these characteristics are further adjusted for
historic trends and tendencies. Pacific Century analyzes
historic data trends for balance sheet items and makes
adjustments for interest rate sensitivity characteristics as
necessary. For example, based on historic trends a portion of
Pacific Century's interest bearing demand and savings balances
are relatively insensitive to changes in interest rates.
Consequently, Pacific Century has allocated portions of those
balances to longer term interest rate sensitivity periods. As
the table indicates, Pacific Century's one-year cumulative asset
sensitive gap totaled $0.7 billion, representing 4.43% of total
assets. Comparatively, the one-year cumulative gap was $0.4
billion asset sensitive at year-end 1996, or 2.61% of total
assets.
Pacific Century uses interest rate swaps as a cost effective
risk management tool for dealing with interest rate risk. Swap
activity remains limited. During the first nine months of 1997,
one new swap agreement with a notional amount of $50 million was
entered into during the second quarter. At September 30, 1997,
the notional amount of swaps totaled $0.5 billion compared with
$0.7 billion at year-end 1996. Net expense on interest rate swap
agreements totaled $0.7 million for the third quarter of 1997 and
$1.9 million for the year-to-date. Comparatively, net expense of
$4.2 million was recognized for all of 1996.<PAGE>
<TABLE>
Interest Rate Sensitivity Table Pacific Century Financial Corporation and subsidiaries
- ---------------------------------------------------------------------------------------------
<CAPTION>
SEPTEMBER 30, 1997 OVER NON-INTEREST
(in millions of dollars) 0 - 90 DAYS 91-365 DAYS 1 - 5 YEARS 5 YEARS BEARING
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS (1)
INVESTMENT SECURITIES 1,628.5 1,024.4 680.5 362.7 -
SHORT TERM INVESTMENTS 106.4 5.5 - - -
INTERNATIONAL ASSETS 914.9 533.7 223.4 104.8 27.3
DOMESTIC LOANS (2) 3,067.6 2,202.2 2,130.2 589.0 54.3
TRADING SECURITIES - - 2.3 - -
OTHER ASSETS 188.5 39.7 277.6 248.8 458.9
- ---------------------------------------------------------------------------------------------
TOTAL ASSETS 5,905.9 3,805.5 3,314.0 1,305.3 540.5
=============================================================================================
LIABILITIES AND CAPITAL (1)
NON-INT BEARING DEMAND (3) 331.9 196.7 799.9 261.3 -
INT BEARING DEMAND (3) 382.0 298.8 920.9 390.2 -
SAVINGS (3) 100.3 100.3 468.3 167.2 -
TIME DEPOSITS 836.9 1,510.2 539.6 45.7 -
FOREIGN DEPOSITS 1,409.8 245.0 107.6 7.0 335.8
S/T BORROWINGS 2,352.7 718.2 44.2 - -
LONG-TERM DEBT 130.0 148.0 227.7 260.7 -
OTHER LIABILITIES - - - - 393.1
CAPITAL - - - - 1,141.2
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND CAPITAL 5,543.6 3,217.2 3,108.2 1,132.1 1,870.1
=============================================================================================
INTEREST RATE SWAPS -483.9 192.8 291.1 - -
- ---------------------------------------------------------------------------------------------
INTEREST SENSITIVITY GAP -121.6 781.1 496.9 173.2 -1329.6
- ---------------------------------------------------------------------------------------------
CUMULATIVE GAP -121.6 659.5 1156.4 1329.6 -
PERCENTAGE OF TOTAL ASSETS -0.82% 4.43% 7.78% 8.94% -
=============================================================================================
Assumptions used:
(1) Based on repricing date.
(2) Includes the effect of estimated amortization.
(3) Historical analysis shows that these deposit categories, while technically subject to immediate
withdrawal, actually display sensitivity characteristics that generally fall within one and five years. The
allocation presented is based on that historic analysis.
/TABLE
<PAGE>
Liquidity
The ability to meet day-to-day financial needs of Pacific
Century's customer base is essential. Much of the strategy of
meeting liquidity needs as described in Pacific Century's 1996
Annual Report remains in place.
At September 30, 1997, deposits have increased to $9.5
billion, compared to $8.7 billion and $8.4 billion reported at
year-end 1996 and September 30, 1996, respectively. The growth
in deposits was driven by acquisitions. The increase in the
foreign category was due to the South Pacific acquisition of Bank
of Hawaii (PNG) Ltd., as well as increases in the deposits of BDT
and BNC which reported deposits of $0.9 billion at September 30,
1997. The remaining foreign deposit category is made up of
larger inter-bank deposits. Domestic deposits increased with the
acquisitions of the Home Savings deposits in Arizona during the
first quarter and the acquisition of CU Bancorp during the third
quarter. The intense competition for deposits by banks and
saving and loans, as well as securities brokerage firms,
continues to impact the ability to attract and retain deposits.
Repos, which are offered to government depositors as an
alternative to deposits, were $2.3 billion at September 30, 1997,
compared to $2.1 billion and $2.0 billion at year-end 1996 and
September 30, 1996, respectively.
Short-term borrowing, including Fed Funds, decreased to $0.8
billion at the end of September 1997 from $0.9 billion at year-
end 1996 and $1.0 billion at September 30, 1996. Long-term debt
has decreased from $0.9 billion at year-end 1996 to $0.8 billion
at the end of September 1997, reflecting maturities. During the
quarter no new debt was issued under Bank of Hawaii's $1 billion
"revolving" Bank Note program. At September 30, 1997, Bank Notes
issued by Bank of Hawaii totaled $150 million, compared to $350
million outstanding at year-end 1996. In addition, the $100
million Bancorp Hawaii Capital Trust I, 8.25% Capital Securities
issued in December 1996, remain outstanding.
Non-Interest Income and Expense
Pacific Century utilizes the efficiency ratio to measure its
success in managing non-interest income and expense. Pacific
Century calculates its efficiency ratio by taking non-interest
expense and dividing it by net operating revenue (net interest
income plus non-interest income before securities transactions).
Recent trends in improving net interest income will help improve
this ratio. The efficiency ratio for the year-to-date through
September 30, 1997 was 65.28%, compared with 65.88% for the same
period in 1996 and 64.62% for the full year 1996. <PAGE>
<TABLE>
Non-Interest Income
<CAPTION>
3 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
(in millions) September 30, 1997 September 30, 1996 September 30, 1997 September 30, 1996
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trust Income $13.1 $12.3 $39.3 $37.1
Service Charges on Deposits 7.8 6.8 21.0 19.6
Fees, Exchange and
Other Service Charges 17.1 15.9 49.3 42.4
Other Operating Income 7.8 6.7 22.2 20.6
Securities Gain (Loss) 0.3 0.3 2.3 0.2
- -----------------------------------------------------------------------------------------------------------
Total Non-Interest Income $46.1 $42.0 $134.1 $119.9
===========================================================================================================
</TABLE>
Non-interest income for the third quarter of 1997 was $46.1
million, an increase of 9.8% over the similar quarter of 1996 and
0.4% lower than the second quarter of 1997. For the year-to-
date, non-interest income totaled $134.1 million, up 11.8%
compared with the same period last year. The comparison between
years is difficult due to the acquisitions made in both 1996 and
1997. For the year-to-date, the South Pacific subsidiaries
reported non-interest income of $16.7 million through September
compared with $14.1 million for the same period in 1996. The
changes were due to the BDT and BNC acquisitions in May 1996 and
the Bank of Hawaii (PNG), Ltd. acquisition in March 1997. CUB
reported non-interest income of $1.8 million for its first
quarter as a subsidiary of Pacific Century.
Trust income for the first nine months totaled $39.3
million, up 5.9% compared with the same period a year ago.
Service charges on deposit accounts rose 7.1% year-over-year
through September 30. Fees, exchange, and other service charges
through September 30, 1997 totaled $49.3 million, a 16.2%
increase compared with the same period a year ago. The increase
was again largely due to the acquisitions and increases in ATM
and mortgage servicing fees. Other operating income for the
year-to-date was $22.2 million through September, an increase
over the $20.6 million reported for the same period in 1996. The
increase was due to the acquisitions, higher earnings of the
remaining affiliates, interest earned on a cash basis, and income
from Bank owned life insurance policies.
Investment Securities net gains and losses through September
1997 were $2.3 million, compared with a net gain of $0.2 million
in the same 1996 period. <PAGE>
<TABLE>
Non-Interest Expense
<CAPTION>
3 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
(in millions) September 30, 1997 September 30, 1996 September 30, 1997 September 30, 1996
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries $45.2 $40.7 $126.7 $118.2
Pension and Other Benefits 12.5 12.0 40.0 37.5
Net Premises 11.1 10.5 32.6 30.0
Net Equipment 9.8 8.8 28.5 25.3
Other Expense 43.2 40.1 115.3 101.8
Minority Interest 0.3 0.5 1.0 1.2
- -----------------------------------------------------------------------------------------------------------
Total Non-Interest Expense $122.1 $112.6 $344.1 $314.0
===========================================================================================================
</TABLE>
Non-interest expense for the third quarter of 1997 totaled
$122.1 million, compared with $112.6 million for the same period
in 1996. For the first two quarters of 1997, non-interest
expense was $109.7 million and $112.4 million, respectively.
The increase for the third quarter resulted from the inclusion of
the CUB expenses for the quarter.
Salaries and benefits totaled $57.7 million for the third
quarter of 1997 compared with $52.7 million for the same quarter
a year ago. The increase is primarily due to the acquisitions.
For the year-to-date, Pacific Century's salary and benefits
totaled $166.7 million compared with $155.7 million for the same
period in 1996. Much of the increase is attributable to the
acquisitions. The remaining increase is attributed to higher
compensation expenses that are driven by the profitability of the
company; expenses such as profit-sharing and incentive
compensation are greater than in the prior year.
Net occupancy and equipment expense for the third quarter
totaled $20.9 million, compared to $19.3 million for the same
quarter in 1996, an increase of 8.3%. For the year-to-date, net
occupancy and equipment expense totaled $61.1 million, an
increase of 10.5%, compared with the same period in 1996.
The "Year 2000 Issue" is a top priority for Pacific Century.
Certain application software programs and operating systems will
need to be updated or replaced to make them Year 2000 compliant.
Pacific Century expects to spend approximately $25 to $30 million
through 1998 to address this issue. Pacific Century continues to
evaluate alternative solutions to assure that systems will
transition smoothly in 2000. Alternatives being considered
include the replacement of systems (the cost of which would be
capitalized and depreciated) and the reprogramming of existing
applications to assure they function properly in the year 2000.
The cost of the latter would be expensed in the periods incurred.
Pacific Century's technology staff will undertake most of this
effort with certain projects handled by consultants.
Other operating expenses for the third quarter totaled $43.2
million, an increase from the $40.1 million reported for the same
quarter in 1996. For the year-to-date, other operating expense
totaled $115.3 million in 1997, compared with $101.8 million in
1996. The increase in this expense was driven by the
acquisitions. The expense in 1996 included the special SAIF
assessment of $5.0 million and the loss on the early disposition
of leased equipment recorded in the first quarter of $2.8
million.
<PAGE>
Part II. - Other Information
Items 1 to 5 omitted pursuant to instructions.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Index
Exhibit Number
11 Statement Regarding Computation of
Per Share Earnings
20 Quarterly Report to Shareholders
27 Financial Data Schedule
99 Statement of Ratios
(b) On July 16, 1997, Pacific Century filed a Form 8-K
announcing the merger of Pacific Century Financial
Corporation and CU Bancorp effective July 3, 1997.
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 November 7, 1997 PACIFIC CENTURY FINANCIAL
CORPORATION
/s/ RICHARD J. DAHL
(Signature)
Richard J. Dahl
President and Chief Operating
Officer
/s/ DAVID A. HOULE
(Signature)
David A. Houle
Senior Vice President,
Treasurer and Chief Financial
Officer<PAGE>
<TABLE>
Pacific Century Financial Corporation
Exhibit 11 - Statement Regarding Computation of Per Share Earnings
Nine Months Ended September 30
<CAPTION>
Fully
Primary Diluted
-------------- --------------
<S> <C> <C>
1997
- ----
Net Income $106,340,000 $106,340,000
============== ==============
Daily Average Shares Outstanding 39,865,316 39,865,316
Shares Assumed Issued for Stock Options 521,249 640,288
-------------- --------------
40,386,565 40,505,604
Earnings Per Common Share and
Common Share Equivalents $2.63 $2.63
============== ==============
1996
- ----
Net Income $98,651,000 $98,651,000
============== ==============
Daily Average Shares Outstanding 40,939,442 40,939,442
Shares Assumed Issued for Stock Options 395,130 414,557
-------------- --------------
41,334,572 41,353,999
============== ==============
Earnings Per Common Share and
Common Share Equivalents $2.39 $2.39
============== ==============
</TABLE>
<PAGE>
To Our Shareholders:
Pacific Century Financial Corporation's continued steady
earnings performance assures us that we are on course with our
strategy of growth and diversification. Your company posted
second-quarter earnings of $35.6 million, up 2.9 percent from the
same period last year. Earnings per share for the second quarter
were $0.89 compared to $0.84 for the second quarter of 1996, an
increase of 6.0 percent. Year-to-date return on average assets
was 1.04 percent and return on average equity was 13.37 percent.
Earnings for the first six months of 1997 were $71.1
million, compared to $67.3 million for the first half of 1996, a
5.6 percent increase. Year-to-date earnings per share of $1.77
were 8.6 percent higher than the $1.63 reported for the first
half of 1996. Pacific Century's total assets at the end of June
1997 were $14.2 billion, an increase of 3.5 percent from $13.7
billion at June 30, 1996. Deposits and repurchase agreements
ended the quarter at $11.1 billion, up from $10.1 billion on the
same date a year earlier.
Pacific Century achieved growth in loans of 5.4 percent
above last year's second-quarter level and 3.0 percent above the
first-quarter 1997 level. Net loans at June 30, 1997 were $8.7
billion, an encouraging figure given the state's lackluster
economy.
At quarter-end, non-performing assets (NPAs) excluding loans
90-plus days past due totaled $93.6 million or 1.04 percent of
total loans. This compares to $84.0 million or 0.98 percent of
total loans on the same date last year.
We are pleased to welcome Stephen G. Carpenter, CEO, David
I. Rainer, president, and the rest of the management and staff of
California United Bank to the Pacific Century family. On June
27, shareholders of CU Bancorp voted overwhelmingly to approve
the merger with Pacific Century Financial Corporation. The
acquisition was completed on July 3, 1997, and approximately 2.3
million shares of Pacific Century Financial Corporation common
stock have been issued to CU Bancorp shareholders in conjunction
with the merger. Pacific Century's board of directors authorized
the discretionary repurchase of a similar number of shares of its
common stock in open market transactions.
California United Bank (CUB) provides a platform from which
we will leverage our already-strong presence in Asia and
throughout the Pacific region. CUB is an excellent match for us
in terms of its service orientation and market focus, and the
synergy that develops between CUB and Pacific Century's other
subsidiaries, principally Bank of Hawaii, will benefit
shareholders and customers alike. CUB, based in Encino,
California, has assets of approximately $800 million and serves
primarily middle market businesses and consumers in the greater
Los Angeles area.
Pacific Century Financial Corporation continues to look for
opportunities to diversify and grow through acquisition. On June
19, Bank of Hawaii signed a non-binding letter of intent to
acquire the interest of Paribas Group in Banque Paribas Pacifique
and Banque Paribas Polynesie, located respectively in New
Caledonia and French Polynesia. The bank also announced plans to
expand its service delivery network in Hawaii by providing Bankoh
BankMachine ATM services at 47 7-Eleven store locations
throughout the state.
Bank of Hawaii is proud to be the first bank in Hawaii to
bring Internet banking to market. During the second quarter,
Bankoh announced that it will begin offering secure Internet
banking to customers this Fall and launched a demonstration site
of its virtual bank, known as e-bankoh, on the Net at
<www.boh.com>. The addition of e-bankoh will complement the
company's extensive branch and ATM network, making our delivery
channel system unparalleled in the Pacific.
In June, Eduardo A 'Champ' Calvo, managing partner of the
law firm of Calvo and Clark, was named to the board of directors
of Bank of Hawaii. As a resident of Guam, his perspective will
add diversity to our board and strengthen the management of our
franchise.
At its meeting on July 25th, your board declared a quarterly
dividend of 32 1/2 cents per share on the outstanding common
stock, an increase of 8.3 percent from the previous rate of 30
cents per share. Pacific Century last increased its dividend in
July 1996 when the board approved a 2 cent per share increase.
The dividend will be payable on September 16, 1997 to
shareholders of record at the close of business on August 22,
1997.
Your company's performance continues to reflect its
management's long-term approach to growth, diversification and
development of its pan-Pacific franchise. We value your support
and continually seek to enrich the value of your investment in
Pacific Century Financial Corporation.
Sincerely,
LAWRENCE M. JOHNSON
Lawrence M. Johnson
Chairman and Chief Executive Officer
Corporate Offices:
Financial Plaza of the Pacific
130 Merchant Street
Honolulu, Hawaii 96813
Investor/Analyst Inquiries:
David A. Houle, EVP and Chief Financial Officer
(808) 537-8288
or
Sharlene K. Bliss
Investor Relations
(808) 537-8037
or
Cori C. Weston
Corporate Secretary
(808) 537-8272
<TABLE>
Highlights (Unaudited) Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
June 30 June 30
1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Return on Average Assets 1.04% 1.04%
- ------------------------------------------------------------------------------------------------------------------
Return on Average Equity 13.37% 12.70%
- ------------------------------------------------------------------------------------------------------------------
Average Spread on Earning Assets 4.05% 3.89%
- ------------------------------------------------------------------------------------------------------------------
Average Equity/Average Assets 7.75% 8.20%
- ------------------------------------------------------------------------------------------------------------------
Book Value Per Common Share $27.49 $25.71
- ------------------------------------------------------------------------------------------------------------------
Loss Reserve/Loans and Leases Outstanding 1.90% 1.95%
- ------------------------------------------------------------------------------------------------------------------
Common Stock Price Range High Low Dividend
1996............................. $44.00 $33.13 $1.16
1997 First Quarter............... $46.38 $41.13 $0.30
Second Quarter.............. $47.88 $40.63 $0.30
</TABLE>
<TABLE>
Consolidated Statements of Income (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30 June 30 June 30 June 30
(in thousands of dollars except per share amounts) 1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Interest Income $258,937 $244,415 $512,710 $475,651
Total Interest Expense 130,540 123,209 255,674 241,459
- ------------------------------------------------------------------------------------------------------------------
Net Interest Income 128,397 121,206 257,036 234,192
Provision for Possible Loan Losses 7,286 4,163 12,374 8,587
- ------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Possible Loan Losses 121,111 117,043 244,662 225,605
Total Non-Interest Income 46,260 40,961 87,961 77,920
Total Non-Interest Expense 112,354 103,787 222,019 201,365
- ------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 55,017 54,217 110,604 102,160
Provision for Income Taxes 19,411 19,604 39,517 34,837
- ------------------------------------------------------------------------------------------------------------------
Net Income $35,606 $34,613 $71,087 $67,323
==================================================================================================================
Earnings Per Common Share and Common Share Equivalents $0.89 $0.84 $1.77 $1.63
- ------------------------------------------------------------------------------------------------------------------
Average Common Shares and Common Share Equivalents Outstanding 39,885,681 41,276,498 40,057,959 41,411,266
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Condition (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
June 30 December 31 June 30
(in thousands of dollars) 1997 1996 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Interest-Bearing Deposits $562,215 $635,519 $638,204
Investment Securities
(Market Value of $3,693,427; $3,634,043; and $3,490,354; respectively) 3,691,231 3,631,653 3,498,246
Securities Purchased Under Agreements to Resell 1,600 -- --
Funds Sold 85,758 141,920 218,628
Loans 9,018,809 8,699,286 8,549,043
Unearned Income (197,967) (183,586) (177,225)
Reserve for Possible Loan Losses (167,842) (167,795) (163,266)
Net Loans 8,653,000 8,347,905 8,208,552
- ------------------------------------------------------------------------------------------------------------------
Total Earning Assets 12,993,804 12,756,997 12,563,630
Cash and Non-Interest Bearing Deposits 484,239 581,221 482,067
Premises and Equipment 272,080 273,122 271,762
Other Assets 418,623 397,827 372,695
- ------------------------------------------------------------------------------------------------------------------
Total Assets $14,168,746 $14,009,167 $13,690,154
==================================================================================================================
Liabilities
Deposits $8,928,791 $8,684,079 $8,422,821
Securities Sold Under Agreements to Repurchase 2,146,713 2,075,571 1,695,907
Funds Purchased 471,956 599,994 600,232
Short-Term Borrowings 478,134 293,257 499,580
Other Liabilities 359,350 358,001 364,489
Long-Term Debt 701,633 932,143 1,057,225
- ------------------------------------------------------------------------------------------------------------------
Total Liabilities 13,086,577 12,943,045 12,640,254
Shareholders' Equity
Common Stock ($2 par value), authorized 100,000,000 shares;
outstanding, June 1997 - 39,363,421;
December 1996 - 39,959,234; June 1996 - 40,830,130; 78,727 79,918 81,660
Surplus 160,375 186,391 221,897
Unrealized Valuation Adjustments (7,836) (3,722) (15,760)
Retained Earnings 850,903 803,535 762,103
- ------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 1,082,169 1,066,122 1,049,900
- ------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $14,168,746 $14,009,167 $13,690,154
==================================================================================================================
</TABLE>
<PAGE>
<TABLE>
Pacific Century Financial Corporation
Exhibit 99 - Statement Regarding Computation of Ratios
Nine Months Ended September 30
<CAPTION>
(in millions of dollars) 1997 1996
<S> <C> <C>
Earnings:
1. Income Before Income Taxes $165.2 $150.5
2. Plus: Fixed Charges Including Interest on Deposits 396.1 372.0
--------- ---------
3. Earnings Including Fixed Charges 561.3 522.5
4. Less: Interest on Deposits 240.7 209.8
--------- ---------
5. Earnings Excluding Interest on Deposits $320.6 $312.7
Fixed Charges:
6. Fixed Charges Including Interest on Deposits $396.1 $372.0
7. Less: Interest on Deposits 240.7 209.8
--------- ---------
8. Fixed Charges Excluding Interest on Deposits $155.4 $162.2
Ratio of Earnings to Fixed Charges:
Including Interest on Deposits (Line 3 divided by Line 6) 1.4 x 1.4 x
Excluding Interest on Deposits (Line 5 divided by Line 8) 2.1 x 1.9 x
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENTS OF CONDITION AND CONSOLIDATED STATEMENTS
OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 579087
<INT-BEARING-DEPOSITS> 495653
<FED-FUNDS-SOLD> 111890
<TRADING-ASSETS> 2292
<INVESTMENTS-HELD-FOR-SALE> 2501678
<INVESTMENTS-CARRYING> 1194467
<INVESTMENTS-MARKET> 1200591
<LOANS> 9529535
<ALLOWANCE> 177689
<TOTAL-ASSETS> 14871241
<DEPOSITS> 9455346
<SHORT-TERM> 3115156
<LIABILITIES-OTHER> 393094
<LONG-TERM> 766485
80444
0
<COMMON> 0
<OTHER-SE> 1060716
<TOTAL-LIABILITIES-AND-EQUITY> 14871241
<INTEREST-LOAN> 576557
<INTEREST-INVEST> 180713
<INTEREST-OTHER> 30030
<INTEREST-TOTAL> 787300
<INTEREST-DEPOSIT> 240716
<INTEREST-EXPENSE> 391567
<INTEREST-INCOME-NET> 395733
<LOAN-LOSSES> 20536
<SECURITIES-GAINS> 2304
<EXPENSE-OTHER> 344136
<INCOME-PRETAX> 165169
<INCOME-PRE-EXTRAORDINARY> 165169
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106340
<EPS-PRIMARY> 2.63
<EPS-DILUTED> 2.63
<YIELD-ACTUAL> 4.06
<LOANS-NON> 81677
<LOANS-PAST> 25781
<LOANS-TROUBLED> 2114
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 167795
<CHARGE-OFFS> 32805
<RECOVERIES> 14404
<ALLOWANCE-CLOSE> 177689
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
