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 September 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the transition
period from _____________ to _____________
Commission File Number 1-6887
PACIFIC CENTURY FINANCIAL CORPORATION
------------------------------------------------------
(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
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(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, $.01 Par Value; outstanding at October 30, 1998 -
80,207,436 shares
<PAGE>
PACIFIC CENTURY FINANCIAL CORPORATION and subsidiaries
September 30, 1998
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) 1998 1997 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Interest-Bearing Deposits $407,265 $335,847 $490,153
Investment Securities - Held to Maturity
(Market Value of $792,205, $1,223,235, and $1,206,091 respectively) 773,659 1,220,215 1,199,967
Investment Securities - Available for Sale 2,753,981 2,651,270 2,501,678
Securities Purchased Under Agreements to Resell 40,000 -- --
Funds Sold 114,940 80,457 111,890
Loans 9,549,741 9,498,408 9,529,535
Unearned Income (207,346) (209,721) (206,823)
Reserve for Loan Losses (209,731) (174,362) (177,689)
- --------------------------------------------------------------------------------------------------------------
Net Loans 9,132,664 9,114,325 9,145,023
- --------------------------------------------------------------------------------------------------------------
Total Earning Assets 13,222,509 13,402,114 13,448,711
Cash and Non-Interest Bearing Deposits 541,217 795,332 579,087
Premises and Equipment 301,124 288,358 286,090
Customers' Acceptance Liability 6,244 21,575 46,576
Accrued Interest Receivable 88,581 93,831 87,013
Other Real Estate 10,853 6,151 11,016
Intangibles, including Goodwill 219,442 203,366 209,005
Other Assets 248,536 184,737 203,743
- --------------------------------------------------------------------------------------------------------------
Total Assets $14,638,506 $14,995,464 $14,871,241
==============================================================================================================
Liabilities
Domestic Deposits
Demand - Non-Interest Bearing 1,656,713 $1,714,886 $1,589,808
- Interest Bearing 2,292,272 2,112,425 1,991,881
Savings 740,679 823,216 836,220
Time 2,759,057 2,929,782 2,932,356
Foreign Deposits
Demand - Non-Interest Bearing 415,846 351,178 335,815
Time Due to Banks 718,210 707,684 605,543
Other Savings and Time 840,100 968,524 1,151,684
- --------------------------------------------------------------------------------------------------------------
Total Deposits 9,422,877 9,607,695 9,443,307
Securities Sold Under Agreements to Repurchase 2,380,071 2,279,124 2,268,250
Funds Purchased 288,727 710,472 364,528
Short-Term Borrowings 363,461 226,127 494,417
Bank's Acceptances Outstanding 6,244 21,575 46,576
Accrued Pension Costs 16,247 15,134 17,639
Accrued Interest Payable 70,311 57,512 68,541
Accrued Taxes Payable 137,209 152,092 153,560
Minority Interest 7,690 5,758 5,757
Other Liabilities 154,043 96,979 101,021
Long-Term Debt 624,619 705,789 766,485
- --------------------------------------------------------------------------------------------------------------
Total Liabilities 13,471,499 13,878,257 13,730,081
Shareholders' Equity
Common Stock ($.01 par value at September 30, 1998 and $2.00 par value
at December 31, 1997 and September 30, 1997), authorized 500,000,000 shares;
issued and outstanding, September 1998 - 80,462,983;
December 1997 - 79,684,553; September 1997 - 40,221,783 804 159,369 80,444
Capital Surplus 341,534 168,920 194,131
Accumulated Other Comprehensive Income (21,839) (24,766) (6,509)
Retained Earnings 846,508 813,684 873,094
- --------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 1,167,007 1,117,207 1,141,160
- --------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $14,638,506 $14,995,464 $14,871,241
==============================================================================================================
</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) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Interest on Loans $187,711 $186,887 $565,926 $525,859
Loan Fees 12,482 7,947 35,060 24,683
Income on Lease Financing 5,938 5,553 18,429 15,875
Interest and Dividends on Investment Securities
Taxable 16,414 20,818 54,449 62,004
Non-taxable 221 296 823 874
Income on Investment Securities Available for Sale 43,068 40,995 127,106 118,542
Interest on Deposits 8,585 7,864 25,780 26,522
Interest on Security Resale Agreements 41 1 41 86
Interest on Funds Sold 1,001 1,091 2,963 2,715
- --------------------------------------------------------------------------------------------------------------
Total Interest Income 275,461 271,452 830,577 777,160
Interest Expense
Interest on Deposits 79,742 83,165 241,395 240,429
Interest on Security Repurchase Agreements 31,405 30,120 94,348 85,152
Interest on Funds Purchased 4,968 5,795 18,688 17,588
Interest on Short-Term Borrowings 4,063 4,783 10,341 13,839
Interest on Long-Term Debt 10,785 12,030 32,737 34,559
- --------------------------------------------------------------------------------------------------------------
Total Interest Expense 130,963 135,893 397,509 391,567
- --------------------------------------------------------------------------------------------------------------
Net Interest Income 144,498 135,559 433,068 385,593
Provision for Loan Losses 10,737 8,162 71,022 20,536
- --------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses 133,761 127,397 362,046 365,057
Non-Interest Income
Trust Income 13,730 13,162 41,561 39,271
Service Charges on Deposit Accounts 9,053 7,790 25,947 20,988
Fees, Exchange, and Other Service Charges 20,143 17,108 57,788 49,301
Other Operating Income 11,183 7,795 28,139 22,244
Investment Securities Gains / (Losses) (493) 292 2,843 2,304
- --------------------------------------------------------------------------------------------------------------
Total Non-Interest Income 53,616 46,147 156,278 134,108
Non-Interest Expense
Salaries 50,198 45,161 145,908 126,686
Pensions and Other Employee Benefits 14,544 12,522 42,176 40,032
Net Occupancy Expense 13,087 11,065 34,994 32,620
Net Equipment Expense 12,962 9,837 35,829 28,530
Other Operating Expense 45,314 40,107 130,616 105,129
Restructuring Charge -- -- 19,400 --
Minority Interest 86 287 687 999
- --------------------------------------------------------------------------------------------------------------
Total Non-Interest Expense 136,191 118,979 409,610 333,996
- --------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 51,186 54,565 108,714 165,169
Provision for Income Taxes 16,351 19,312 36,763 58,829
- --------------------------------------------------------------------------------------------------------------
Net Income $34,835 $35,253 $71,951 $106,340
==============================================================================================================
Basic Earnings Per Share $0.43 $0.44 $0.90 $1.34
Diluted Earnings Per Share $0.43 $0.43 $0.89 $1.31
Dividends Declared Per Share $0.1625 $0.1625 $0.488 $0.4625
Basic Weighted Average Shares 80,459,112 80,936,920 80,201,636 79,730,632
Diluted Weighted Average Shares 81,033,346 82,188,388 81,128,698 80,773,130
==============================================================================================================
/TABLE
<PAGE>
<TABLE>
Pacific Century Financial Corporation and subsidiaries
Consolidated Statements of Shareholders' Equity (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
(in thousands of dollars except per share amounts) Total Stock Surplus Income Earnings Income
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $1,117,207 $159,369 $168,920 ($24,766) $813,684
Comprehensive Income
Net Income 71,951 - - - 71,951 $71,951
Other Comprehensive Income, Net of Tax
Investment Securities, Net of
Reclassification Adjustment 4,479 - - 4,479 - 4,479
Foreign Currency Translation Adjustment (1,552) - - (1,552) - (1,552)
-------------
Total Comprehensive Income $74,878
=============
Common Stock Issued
148,307 Profit Sharing Plan 3,225 225 3,000 - -
543,608 Stock Option Plan 8,943 530 8,413 - -
207,415 Dividend Reinvestment Plan 4,431 199 4,232 - -
5,100 Directors' Restricted Shares and
Deferred Compensation Plan (416) 1 (417) - -
Stock Repurchased (2,134) (1) (2,133) - -
Change in par value of common stock from
$2.00 per share to $.01 per share - (159,519) 159,519 - -
Cash Dividends Paid (39,127) - - - (39,127)
- -------------------------------------------------------------------------------------------------------------
Balance at September 30, 1998 $1,167,007 $804 $341,534 ($21,839) $846,508
=============================================================================================================
Balance at December 31, 1996 $1,066,122 $79,918 $186,391 ($3,722) $803,535
Comprehensive Income
Net Income 106,340 - - - 106,340 $106,340
Other Comprehensive Income, Net of Tax
Investment Securities, Net of
Reclassification Adjustment 2,633 - - 2,633 - 2,633
Foreign Currency Translation Adjustment (5,420) - - (5,420) - (5,420)
-------------
Total Comprehensive Income $103,553
=============
Common Stock Issued
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 Acquire CU Bancorp 108,469 4,636 103,833 - -
Stock Repurchased (112,878) (4,819) (108,059) - -
Cash Dividends Paid (36,781) - - - (36,781)
- -------------------------------------------------------------------------------------------------------------
Balance at September 30, 1997 $1,141,160 $80,444 $194,131 ($6,509) $873,094
=============================================================================================================
/TABLE
<PAGE>
<PAGE>
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements
of Pacific Century Financial Corporation (Pacific Century) have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
the consolidated financial statements reflect all adjustments of
a normal and recurring nature, including adjustments related to
completed acquisitions which are necessary for a fair
presentation of the results for the interim periods, and should
be read in conjunction with the audited consolidated financial
statements and related notes included in Pacific Century's 1997
Annual Report to Shareholders. Operating results for the nine
months ended September 30, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31,
1998.
International operations include certain activities located
domestically in Hawaii, as well as branches and subsidiaries
domiciled outside the United States. The operations of Bank of
Hawaii and First Savings and Loan Association of America located
in the West and South Pacific that are denominated in U.S.
dollars are classified as domestic. Pacific Century's
international operations are primarily located in Japan, South
Korea, Singapore, Hong Kong, Taiwan, French Polynesia and New
Caledonia.
Certain amounts in prior period financial statements have
been reclassified to conform with the 1998 presentation.
Note 2. Recent Accounting Pronouncements
Effective January 1, 1998, Pacific Century adopted Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income." With the adoption of SFAS No. 130, the
format of the Consolidated Statements of Shareholders' Equity has
changed to provide the required disclosures, and prior interim
periods have been reclassified to conform with the statement.
The adoption of SFAS No. 130 had no material effect on Pacific
Century's financial position or results of operations.
In February 1998, the Financial Accounting Standards Board
(FASB) issued SFAS No. 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits." This statement standardizes,
to the extent practicable, disclosure requirements and requires
additional information on changes in benefit obligations, fair
value of plan assets and certain other disclosures. It also
eliminates certain disclosures that were previously required.
SFAS No. 132 is effective for fiscal years beginning after
December 15, 1997. The implementation of SFAS No. 132 will have
no impact on Pacific Century's financial position or results of
operations.
In June 1998, the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement
standardizes the accounting for derivative instruments by
requiring the recognition of those instruments as assets or
liabilities in the statement of financial condition, measured at
fair value. Gains or losses resulting from changes in the fair
values of derivatives would be accounted for depending on the use
of the derivatives and whether they qualify for hedge accounting.
In order to qualify for hedge accounting, the hedging
relationship must be highly effective in achieving offsetting
changes in fair value or cash flows. SFAS No. 133 requires
matching the timing of gain or loss recognition on derivative
instruments with the recognition of the changes in the fair value
of the hedged asset or liability that is attributed to the hedged
risk or the effect on earnings of the hedged forecasted
transaction. SFAS No. 133 will become effective for fiscal years
beginning after June 15, 1999. The adoption of SFAS No. 133 is
not expected to have a material impact on Pacific Century's
financial position or results of operations.
Note 3. Acquisitions
In May 1998, Pacific Century concluded an agreement to
acquire the interest of Group Paribas in Banque Paribas Pacifique
in New Caledonia and Banque Paribas Polynesie in French
Polynesia. As of the acquisition date, Banque Paribas Pacifique
and Banque Paribas Polynesie had total assets of approximately
$224 million and $80 million, respectively. The acquisitions
were accounted for under the purchase method and the combined
goodwill of approximately $17.1 million is being amortized over
15 years on a straight line basis.
Note 4. Earnings Per Share
On December 12, 1997, a two-for-one stock split in the form
of a 100% stock dividend was distributed to shareholders. Prior
period EPS data in the consolidated financial statements have
been retroactively adjusted to reflect the stock split.
On December 31, 1997, Pacific Century adopted SFAS No. 128
"Earnings Per Share." All reported prior period earnings per
share (EPS) information have been restated in accordance with
SFAS No. 128.
For the three and nine months ended September 30, 1998 and
1997, there were no adjustments to net income (the numerator) for
purposes of computing basic and diluted EPS. The weighted
average shares (the denominator) for computing basic and diluted
EPS for the three and nine months ended September 30, 1998 and
1997 are presented in the Consolidated Statements of Income.
Included in the weighted average shares for computing diluted EPS
is the dilutive effect of stock options of 574,234 and 1,251,468
shares for the quarter ended September 30, 1998 and 1997,
respectively, and 927,062 and 1,042,498 shares for the nine
months ended September 30, 1998 and 1997, respectively.
Note 5. Income Taxes
The provision for income taxes is computed by applying
statutory federal and state income tax rates to income before
income taxes as reported in the consolidated financial statements
after adjusting for non-taxable items, principally from certain
state tax adjustments, tax exempt interest income, bank owned
life insurance income, and low income housing and investment tax
credits.
Note 6. Restructuring Charge
In the second quarter of 1998, Pacific Century recognized a
pre-tax restructuring charge of $19.4 million in connection with
its previously announced strategic actions to accelerate expense
reduction and improve efficiency. These actions include the
merger in Hawaii of First Federal Savings and Loan Association of
America with Bank of Hawaii, the merger of Pacific Century's two
U.S. Mainland banks into a single nationally chartered entity,
and the outsourcing of certain functions. The merger of the two
Hawaii-based companies was completed as of September 30, 1998 and
will result in the closing of 19 thrift branches in the fourth
quarter, which will bring the total bank and thrift branches
closed in 1998 to 27. In August 1998, the merger of California
United Bank and Pacific Century Bank, N.A. was consummated. The
restructuring charge includes expected direct and incremental
costs associated with exiting these activities and consists
primarily of employee severance payments, lease termination
costs, losses on disposal of premises and other fixed assets, and
certain data processing related costs including the write-off of
redundant systems. As of September 30, 1998, the balance in the
restructuring accrual was approximately $18.3 million.
Note 7. Shareholders' Equity
At Pacific Century's Annual Meeting in April 1998,
shareholders approved a proposal to change the state of
incorporation of Pacific Century from Hawaii to Delaware. The
reincorporation in Delaware was effective on April 24, 1998. The
Delaware Certificate of Incorporation authorizes 500,000,000
shares of Common Stock and reduces the par value to $.01 per
share from $2.00 per share under the Hawaii Restated Articles of
Incorporation.<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Performance Highlights
Pacific Century Financial Corporation (Pacific Century)
reported earnings for the three months ended September 30, 1998
of $34.8 million, compared to $35.3 million in the same quarter
in 1997. Basic earnings per share were $0.43 in 1998's third
quarter, compared to $0.44 in the same year ago quarter. Diluted
earnings per share were $0.43 in the third quarter of 1998, the
same level as in the comparable 1997 period.
For the nine months ended September 30, 1998, earnings were
$72.0 million, a decrease of 32.3% from $106.3 million in the
same period last year. Basic earnings per share were $0.90 in
the first nine months of 1998, down from $1.34 for the same year
ago period. Diluted earnings per share were $0.89 in the first
nine months of 1998, compared to $1.31 in the comparable period
last year.
The decline in year-to-date earnings is attributed to the
recognition of second quarter special items related to a
restructuring charge of $19.4 million and a significant increase
in the quarterly provision for loan losses to $42.0 million. The
restructuring charge relates to Pacific Century's branch
rationalization program that primarily involves the merger of
First Federal Savings and Loan Association of America (First
Federal) into Bank of Hawaii and the closure of approximately 25%
of the combined branches in the State of Hawaii. In addition,
Pacific Century has merged its two mainland subsidiary banks into
one nationally chartered entity. Expenses related to completing
these actions are included in the restructuring charge. For
further information, see the section on Restructuring Plan in
this report.
The 1998 increase in provision for loan losses reflects a
rise in gross charge-offs and a build up of the loan loss reserve
in consideration of continuing economic uncertainties in Asia.
For the nine months ended September 30, 1998, gross charge-offs
were $30.2 million higher than in the same 1997 period and are
largely attributed to an increase in the foreign category. For
further information, see the Summary of Loan Loss Experience
section in this report.
Performance ratios for the nine months ended September 30,
1998 were down from those reported in the comparable 1997 period
reflecting the special charges. For the third quarter of 1998,
the annualized return on average assets (ROAA) and return on
average equity (ROAE) was 0.93% and 11.87%, respectively. On an
annualized basis, ROAA was 0.64% and ROAE was 8.35% for the nine
months ended September 30, 1998. Comparatively, ROAA and ROAE in
the first nine months of 1997 were 1.01% and 12.94%,
respectively, and for the full year 1997 were 0.98% and 12.57%,
respectively.
Operating results under a tangible performance basis
excludes from reported earnings the after tax impact of
amortization of all intangibles, including goodwill. On a
tangible performance basis, Pacific Century's earnings were $82.9
million for the nine months ended September 30, 1998, compared to
$114.2 million in the same period last year. On a per share
basis, tangible diluted earnings per share were $1.02 and $1.41
in the first nine months of 1998 and 1997, respectively.
Non-performing assets, excluding accruing loans past due 90
days or more, ended the current quarter at $151.5 million, or
1.59% of total loans, up from $97.1 million, or 1.02% of total
loans, at December 31, 1997. This increase is primarily due to a
rise in the foreign and commercial categories. The foreign
increase includes non-performing assets acquired in the May 1998
acquisitions of Banque Paribas Pacifique and Banque Paribas
Polynesie.
Asia continues to remain the focus of Pacific Century's
attention. At the end of the third quarter, financial volatility
remains in those Asian countries that have been impacted by an
economic and liquidity crisis that began in mid-1997. Pacific
Century is carefully following developments in the region,
monitoring its credit exposure in those countries that are
experiencing financial difficulties, and taking action on credit
reserves as appropriate under the circumstances. Additional
information regarding Asian events are included in the
International Operations section of this report.
Pacific Century's operating performance has been impacted by
Hawaii's weak economy. The current forecast among economists is
for Hawaii's gross state product to exhibit little growth in
1998, continuing a trend that stretches back to 1991. In
addition, recent financial turbulence in Asian markets is
expected to challenge near term improvements in the Hawaiian
economy. The Asian economic crisis has weakened the currency
exchange rates of certain countries in the Pacific region
relative to the U.S. dollar and has resulted in lowering the
number of Asian visitors to Hawaii and reducing the level of
their spending. Recent increases in the number of U.S. Mainland
visitors, however, have partially offset the decline in the Asian
market. Additionally, the Asian crisis could adversely affect
the economies of other countries in the Pacific in which Pacific
Century conducts business.
Pacific Century completed its purchase of approximately $20
million (U.S. dollar equivalent) in Bank of Queensland 6.375%
convertible notes in April 1998. The Bank of Queensland is
located in northeastern Australia, and the purchase will enable
Pacific Century to broaden its geographic reach in the Pacific
Rim.
In May 1998, Pacific Century completed its acquisition of
Group Paribas' interest in Banque Paribas Pacifique in New
Caledonia and Banque Paribas Polynesie in French Polynesia. As
of the acquisition date, Banque Paribas Pacifique and Banque
Paribas Polynesie had total assets of approximately $224 million
and $80 million, respectively.
The acquisitions of Banque Paribas Pacifique and Banque
Paribas Polynesie, California United Bank (CUB) in July 1997, and
Bank of Hawaii (PNG) Ltd. in March 1997 affect the comparability
between those amounts reported in the September 30, 1998
consolidated financial statements and the corresponding amounts
in the September 30, 1997 statements.
Restructuring Plan
On February 17, 1998, Pacific Century announced a
restructuring plan to accelerate expense reduction and improve
Pacific Century's efficiency. In the initial phase, the program
calls for First Federal, which was acquired by Pacific Century in
1990, to be merged with Bank of Hawaii. This merger was
completed as of September 30, 1998. First Federal branches have
been consolidated into the Bank of Hawaii network, and by 1998
year-end 19 thrift branches will be closed. As a result, a total
of 27 bank and thrift branches will be closed in 1998.
In August 1998, Pacific Century's U.S. Mainland operations
were merged into one nationally chartered entity. California
United Bank (CUB), acquired in 1997, and Pacific Century Bank,
N.A. located in Phoenix, Arizona, were consolidated under the
name Pacific Century Bank, N.A.
In connection with these actions, a $19.4 million
restructuring charge was taken against second quarter earnings.
The restructuring charge consists of direct and incremental costs
that are primarily associated with closing facilities, staffing,
and outsourcing.
Pacific Century's restructuring program will continue in
1999 with a comprehensive nine-month redesign process to increase
revenues and further improve efficiency. Pacific Century has
contracted with a nationally recognized corporate redesign
specialist to orchestrate this activity.
Pacific Century Markets
Pacific Century's oldest and largest market is Hawaii, where
operations are conducted primarily through its principal
subsidiary Bank of Hawaii. Over the past four decades, Pacific
Century's strategy has called for expanding outside of Hawaii,
with emphasis on key Pacific locations. Today, Pacific Century's
strategic focus is to provide targeted financial services to four
primary markets: Hawaii, the Pacific, Asia, and the U.S.
Mainland.
Risk Elements in Lending Activities
Total loans outstanding were $9.5 billion as of September
30, 1998, up slightly by 0.5% and 0.2% over year-end 1997 and
September 30, 1997, respectively. Comparability between periods
is impacted by the May 1998 Banque Paribas acquisitions.
Approximately $211 million of loans in the aggregate were
acquired in the acquisitions. Excluding the effects of these
acquisitions, total loans as of the end of the current quarter
would have declined by 1.7% from year-end 1997 and 2.0% from
September 30, 1997. The following table presents Pacific
Century's total loan portfolio for the periods indicated. <PAGE>
<TABLE>
Loan Portfolio Balances Pacific Century Financial Corporation
- --------------------------------------------------------------------------------
<CAPTION>
September 30 December 31 September 30
(in millions of dollars) 1998 1997 1997
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic Loans
Commercial and Industrial $2,375.1 $2,104.3 $2,102.4
Real Estate
Construction -- Commercial 279.4 268.1 285.3
-- Residential 15.7 12.9 17.6
Mortgage -- Commercial 1,237.1 1,354.5 1,390.1
-- Residential 2,618.6 2,738.9 2,713.7
Installment 795.3 891.6 884.1
Lease Financing 479.6 519.4 497.7
- --------------------------------------------------------------------------------
Total Domestic 7,800.8 7,889.7 7,890.9
- --------------------------------------------------------------------------------
Foreign Loans 1,748.9 1,608.7 1,638.6
- --------------------------------------------------------------------------------
Total Loans $9,549.7 $9,498.4 $9,529.5
================================================================================
/TABLE
<PAGE>
Commercial and Industrial Loans
Commercial and Industrial (C & I) loans ended the third
quarter of 1998 at approximately $2.4 billion, up 12.9% from
year-end 1997. This growth reflects a rise in the C & I
portfolio in Hawaii, the U.S. Mainland and the West Pacific.
Compared to the same date a year ago, C & I loans showed an
increase of $272.7 million. The proportion of C & I loans to the
total loan portfolio rose to 24.9% at September 30, 1998 from
22.2% and 22.1% at year-end 1997 and September 30, 1997,
respectively.
Real Estate Loans
As of September 30, 1998, real estate loans as a group
represented 43.5% of total loans, down from 46.1% at year-end
1997. The table above presents the composition of real estate
loans, which consists of both residential and commercial
mortgages. Residential mortgage loans totaled $2.6 billion at
September 30, 1998, down 4.4% from year-end 1997 and 3.5% from
September 30, 1997, but still continued to represent the largest
component in the real estate group.
Commercial mortgage loans were $1.2 billion at September 30,
1998, a decrease of 8.7% and 11.0% from year-end 1997 and
September 30, 1997, respectively. About 70% of commercial
mortgage loans are secured by real estate located in Hawaii, with
the remainder mostly in Guam, California and Arizona. The
commercial real estate portfolio is diversified in the types of
properties securing the obligations, which include shopping
centers, commercial/industrial/warehouse facilities, and office
buildings. Generally, loans secured by
commercial/industrial/warehouse and office buildings are either
solely or partially owner-occupied.
Total construction loans (both residential and commercial)
at September 30, 1998 comprised 3.1% of the total loan portfolio.
As of September 30, 1998, total construction loans were $295.1
million, an increase of 5.0% over year-end 1997 and a decrease of
2.6% from September 30, 1997. These loans tend to be short-term
in nature with permanent take out financing commitments in place
before the construction begins.
Foreign Loans
Foreign loans at the end of 1998's third quarter totaled
approximately $1.7 billion, up 8.7% and 6.7% over year-end 1997
and September 30, 1997, respectively. Excluding the effects of
the May 1998 Paribas acquisitions, foreign loans as of September
30, 1998 would have declined 4.4% from year-end 1997. At
September 30, 1998 foreign loans represented 18.3% of the total
loan portfolio, up from 16.9% and 17.2% at year-end 1997 and
September 30, 1997, respectively.
As of September 30, 1998, foreign loans in the South Pacific
totaled $1,095 million, an increase of 42.8% from $767 million at
year-end 1997 primarily reflecting the May 1998 acquisitions in
New Caledonia and French Polynesia. Most of the South Pacific
loans are in two subsidiary banks, Banque de Tahiti and Bank of
Hawaii-Nouvelle Caledonie, which in the aggregate held loans of
$993 million at the end of the third quarter of 1998.
Excluding South Pacific loans, the remaining foreign loans
are mostly in Asia. Loans in this group totaled $654 million at
September 30, 1998, down 22.3% from $842 million at year-end
1997. Pacific Century's Asian business emphasis is primarily on
correspondent banking, trade finance and working capital loans
for companies that have business interests in the Asia-Pacific
markets. The majority of Asian loans are short-term.
Additional information on Asian credit exposure and recent
Asian economic events are contained in the International
Operations section of this report.
Other Lending
Other lending includes installment loans and lease
financing. Installment loans ended the third quarter of 1998 at
$795.3 million, compared to $891.6 million at year-end 1997 and
$884.1 million at September 30, 1997. Credit cards (included in
the installment totals) were $271.1 million as of September 30,
1998, down 6.1% from year-end 1997. Also included in the
installment category are consumer installment loans, which
totaled $524.2 million at September 30, 1998, compared to $602.9
million at December 31, 1997. These loans consist mainly of auto
loans (direct and indirect) and unsecured creditlines.
Lease financing as of September 30, 1998, declined 7.7% from
year-end 1997 and 3.6% from the same year ago date. At end of
the third quarter of 1998, total leases outstanding were $479.6
million, compared to $519.4 million at year-end 1997 and $497.7
million at September 30, 1997.
Non-Performing Assets and Past Due Loans
Pacific Century's non-performing assets (NPAs) consist of
non-accrual loans, restructured loans and foreclosed real estate.
As of September 30, 1998, NPAs totaled $151.5 million, or 1.59%
of total loans outstanding. Comparatively, this ratio was 1.02%
at year-end 1997 and 0.99% at the same year ago date. In
dollars, total NPAs have increased from the $97.1 million at
year-end 1997 and $94.7 million at September 30, 1997. The
increase in non-performing assets mostly results from a rise in
the foreign and commercial categories.
Non-accrual loans were $140.6 million at September 30, 1998,
up from $126.1 million at June 30, 1998 and $89.3 million at
year-end 1997. Relative to year-end 1997, the increase is
largely attributed to higher foreign non-accruals. Foreign non-
accruals aggregated $67.9 million at September 30, 1998,
reflecting a rise of $28.0 million over year-end 1997. Included
in the current quarter-end foreign total was approximately $11.5
million in non-accrual loans relating to the May 1998
acquisitions of Banque Paribas Pacifique and Banque Paribas
Polynesie. As of September 30, 1998, foreign non-accruals
primarily consisted of $22.9 million in Asia and $41.8 million in
French Polynesia and New Caledonia. Also contributing to the
increase in non-accrual loans during the first nine months of
1998, was a $13.3 million rise in the commercial category that
reflects the addition of a $12.3 million Hawaii-based loan in
conjunction with partial charge-offs taken in the second and
third quarters.
Foreclosed real estate was $10.9 million at the end of the
third quarter, compared to $6.2 million at year-end 1997 and
$11.0 million at September 30, 1997. The increase in foreclosed
real estate from year-end 1997 is mostly due to the addition of
one C & I property. Excluding this property, foreclosed real
estate as of September 30, 1998 consisted primarily of
residential properties located in Hawaii. Total foreclosed real
estate remains at a low level representing 0.07% of total assets
as of September 30, 1998.
Accruing loans past due 90 days or more increased to $27.3
million at September 30, 1998 from $25.0 million at year-end
1997. Compared to the same time last year, accruing loans past
due 90 days were up $1.5 million.
Total NPAs and loans 90 days past due totaled $178.8 million
at the end of the third quarter of 1998, compared to $122.1
million and $120.5 million at year-end 1997 and September 30,
1997, respectively. Total NPAs and loans 90 days past due
represented 1.87% of total loans outstanding at September 30,
1998, compared to 1.29% at year-end 1997 and 1.26% at September
30, 1997.
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) 1998 1997 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Accrual Loans
Commercial $24.0 $10.7 $12.9
Real Estate
Construction 4.4 1.0 0.9
Commercial 6.7 2.8 3.8
Residential 35.9 32.9 35.8
Installment 0.9 2.0 1.9
Leases 0.8 -- 0.2
Foreign 67.9 39.9 26.1
----------------------------------------
Subtotal 140.6 89.3 81.6
Restructured Loans
Real Estate
Commercial -- 1.6 2.1
----------------------------------------
Subtotal -- 1.6 2.1
Foreclosed Real Estate
Domestic 10.8 6.2 11.0
Foreign 0.1 -- --
----------------------------------------
Subtotal 10.9 6.2 11.0
----------------------------------------
Total Non-Performing Assets 151.5 97.1 94.7
----------------------------------------
Accruing Loans Past Due 90 Days or More
Commercial 7.3 2.0 2.2
Real Estate
Construction 0.6 -- 0.4
Commercial 0.8 0.6 3.0
Residential 4.8 7.3 3.0
Installment 6.6 7.6 6.9
Leases 0.1 0.1 0.2
Foreign 7.1 7.4 10.1
----------------------------------------
Subtotal 27.3 25.0 25.8
----------------------------------------
Total $178.8 $122.1 $120.5
========================================
- --------------------------------------------------------------------------------------------
Ratio of Non-Performing Assets
to Total Loans 1.59% 1.02% 0.99%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Ratio of Non-Performing Assets
and Accruing Loans Past Due
90 Days or More to Total Loans 1.87% 1.29% 1.26%
- --------------------------------------------------------------------------------------------
/TABLE
<PAGE>
Summary of Loan Loss Experience
As of September 30, 1998, the reserve for loan losses
totaled $209.7 million, representing 2.24% of loans outstanding.
Comparatively, this ratio was 1.88% and 1.91% at year-end 1997
and September 30, 1997, respectively. During the first nine
months of 1998, the reserve for loan losses increased $35.3
million, primarily reflecting loan provisions that exceeded net
charge-offs by $16.9 million and reserves acquired of $13.6
million from the two Paribas acquisitions.
The provision for loan losses was $10.7 million in the third
quarter of 1998, down from $42.0 million in the June 1998 quarter
and $18.3 million in the March 1998 quarter. As compared to the
prior quarter, the lower third quarter loan loss provision
reflected a decline in net charge-offs. In the first nine months
of 1998, the provision for loan losses totaled $71.0 million, an
increase of $50.5 million from $20.5 million in the same period
last year.
Gross charge-offs were $12.9 million in the third quarter of
1998, down from $29.7 million and $20.4 million in the second and
first quarters of 1998, respectively. Current year-to-date
charge-offs were $63.0 million, an increase of $30.2 million over
the first nine months of 1997. Relative to the year-to-date
period, most of the increase in gross charge-offs results from a
rise in the foreign category, which reflects the effects of the
Asian economic and financial crisis. Foreign loan charge-offs in
the first nine months of 1998 were $26.8 million, up from nil in
the same 1997 period. Included in the foreign category were
Asian charge-offs in the first nine months of 1998 of $22.1
million in Thailand and $3.0 million in Indonesia. For the nine
months ended September 30, 1998, C & I charge-offs increased $3.6
million over the comparable period in 1997 and reflects a total
of $8.5 million in partial charge-offs recognized on one
commercial real estate loan in Hawaii.
In the current quarter, recoveries declined to $2.7 million,
compared to $3.7 million in the prior quarter. Recoveries in the
first nine months of 1998 were $8.9 million, down from $14.4
million in the same year ago period. Net charge-offs in the
current quarter were $10.2 million, or 0.43% of average loans,
compared to $26.0 million, or 1.08% of average loans in the June
1998 quarter and $17.9 million, or 0.78% in the March 1998
quarter. For the first nine months of 1998, net charge-offs were
$54.1 million, or 0.76% of average loans, compared to $18.4
million, or 0.28% of average loans in the first nine months of
1997.
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 Loan Loss Experience Pacific Century Financial Corporation and subsidiaries
- -----------------------------------------------------------------------------------------------------
<CAPTION>
Third Third First Nine First Nine
Quarter Quarter Months Months
(in millions of dollars) 1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Average Amount of Loans Outstanding $9,499.6 $9,206.2 $9,452.1 $8,783.2
Balance of Reserve for Loan Losses
at Beginning of Period $204.0 $167.8 $174.4 $167.8
Loans Charged-Off
Commercial and Industrial 4.3 5.5 13.8 10.2
Real Estate - Mortgage
Commercial 0.3 0.3 0.5 0.5
Residential 0.8 0.2 1.6 0.9
Installment 6.9 7.5 20.1 20.8
Foreign 0.6 -- 26.8 --
Leases -- 0.2 0.2 0.4
- -----------------------------------------------------------------------------------------------------
Total Charged-Off 12.9 13.7 63.0 32.8
Recoveries on Loans Previously Charged-Off
Commercial and Industrial 0.6 3.5 2.2 8.8
Real Estate - Mortgage
Commercial 0.2 -- 1.2 0.3
Residential -- -- 0.2 0.7
Installment 1.8 1.6 4.8 4.4
Foreign 0.1 0.1 0.5 0.2
- -----------------------------------------------------------------------------------------------------
Total Recoveries 2.7 5.2 8.9 14.4
- -----------------------------------------------------------------------------------------------------
Net Charge-Offs (10.2) (8.5) (54.1) (18.4)
Provision Charged to Operating Expenses 10.7 8.1 71.0 20.5
Other Net Additions * 5.2 10.3 18.4 7.8
- -----------------------------------------------------------------------------------------------------
Balance at End of Period $209.7 $177.7 $209.7 $177.7
=====================================================================================================
Ratio of Net Charge-Offs to
Average Loans Outstanding (annualized) 0.43% 0.37% 0.76% 0.28%
- -----------------------------------------------------------------------------------------------------
Ratio of Reserve to Loans Outstanding 2.24% 1.91% 2.24% 1.91%
- -----------------------------------------------------------------------------------------------------
* Includes balance transfers, reserves acquired, and foreign currency translation adjustments.
/TABLE
<PAGE>
International Operations
Pacific Century maintains an extensive international
presence in the Asia-Pacific region that provides opportunities
to take part in correspondent banking, lending and deposit-taking
activities in these markets. These activities are facilitated
through Bank of Hawaii branches, a representative office with
extensions, and full service subsidiary/affiliate banks. Pacific
Century's international operations are primarily located in
Japan, South Korea, Singapore, Hong Kong, Taiwan, French
Polynesia and New Caledonia. The operations of Pacific Century's
subsidiaries located in the West and South Pacific, which are
denominated in U.S. dollars are classified as domestic.
An important part of Pacific Century's strategy is to
facilitate trade activity within and across the Pacific.
Providing trade financing in both directions throughout the
Pacific provides short-term exposure and generates fee income
from letters of credit and bankers' acceptances. Letters of
credit and bankers' acceptances sold with recourse (which are
off-balance sheet transactions) are considered in Pacific
Century's overall country exposure analysis, but not in the
cross-border asset analysis.
Pacific Century's foreign assets consist of both local
currency and cross-border lending. Local currency lending are
those loans that are funded and will be repaid in the currency of
the borrower's country. Cross-border lending, on the other hand,
involves credits denominated in a currency other than that of the
country in which a borrower is located. This type of lending
involves additional risks arising from a country's reserve
position, exchange and transfer restrictions, and fluctuations in
the currency exchange rate.
Pacific Century's total credit exposure on a cross-border
basis was approximately $1.35 billion at September 30, 1998, down
from $1.45 billion at both the end of the second quarter of 1998
and year-end 1997. Cross-border interbank placements and loans
were $754 million at September 30, 1998, down from $815 million
at June 30, 1998 and $835 million at December 31, 1997. The
table following presents for September 30, 1998, June 30, 1998
and December 31, 1997 a geographic distribution of Pacific
Century's cross-border assets in each country in which such
assets exceeded 0.75% of total assets.<PAGE>
<TABLE>
Geographic Distribution of Cross-Border International Assets (1)
<CAPTION>
Government
and Other Banks and Commercial
Official Other Financial and Industrial
(in millions of dollars) Institusions Institutions (2) Companies Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
At September 30, 1998
Japan $ - $228.5 $126.4 $ 354.9
South Korea 87.6 77.2 90.4 255.2
Taiwan - 71.0 56.1 127.1
All Others 37.2 377.1 202.4 616.7
- ------------------------------------------------------------------------------------------------------------
$124.8 $753.8 $475.3 $1,353.9
============================================================================================================
At June 30, 1998
Japan $ - $216.1 $147.5 $ 363.6
South Korea 85.1 106.3 138.2 329.6
Taiwan - 118.8 43.2 162.0
All Others 29.5 374.0 192.7 596.2
- ------------------------------------------------------------------------------------------------------------
$114.6 $815.2 $521.6 $1,451.4
============================================================================================================
At December 31, 1997
Japan $ - $253.1 $136.8 $ 389.9
South Korea - 219.7 193.5 413.2
Taiwan 57.5 39.5 23.8 120.8
All Others 48.4 322.9 154.5 525.8
- ------------------------------------------------------------------------------------------------------------
$105.9 $835.2 $508.6 $1,449.7
============================================================================================================
(1) Cross-border outstandings are defined as foreign monetary assets that are payable to Pacific Century in
U.S. dollars or other non-local currencies, plus amounts payable in local currency but funded with U.S.
dollars or other non-local currencies. Monetary assets include loans, acceptances, and interest-bearing
deposits with other banks.
(2) Includes U.S. dollar advances to foreign branches and affiliate banks which were used to fund local
currency transactions. Totals for September 30, 1998, June 30, 1998 and December 31, 1997 were $351.3
million, $380.5 million and $419.9 million, respectively.
</TABLE>
The Asian economic turmoil that began in mid-1997 has
adversely impacted the economies of many countries in the region.
Those countries affected have experienced a significant
devaluation of their currencies relative to the U.S. dollar, as
well as higher interest rates and a general tightening of credit.
These problems have made it more difficult for borrowers in those
countries to obtain and repay credit. Through the end of the
third quarter, economic uncertainty still remains in many Asian
countries. Pacific Century is closely following the developments
in Asia and has adjusted its activities in the region. In view
of the risks, Pacific Century has increased its provision for
loan losses in 1998 as more fully discussed in the section on
Summary of Loan Loss Experience. Pacific Century will continue
to monitor its activities on a country by country basis as events
evolve and will take such actions on credit reserves and business
strategy as appropriate under the circumstances.
Those countries that have been affected most from the
current economic turmoil are Thailand, Indonesia and South Korea,
which have all experienced liquidity problems, currency
devaluation, and erosion of investor confidence that required the
intervention of the International Monetary Fund. These events
have generally resulted in severe financial problems for the
corporate and financial sectors in those countries and have
created a high level of volatility in the financial markets. At
Pacific Century, all exposures relating to South Korea, Japan,
Taiwan, Hong Kong, the Philippines and Malaysia ended both year-
end 1997 and September 30, 1998 on a performing status. There
were no charge-offs in the Asian portfolio during 1998's third
quarter.
Within Asia, the two most problematic economies for Pacific
Century remain Thailand and Indonesia. Pacific Century's cross-
border credit assets in Thailand and Indonesia at September 30,
1998 were approximately $37 million and $16 million,
respectively, compared to $74 million and $21 million,
respectively, at year-end 1997. In the first quarter of 1998,
$5.7 million in U.S. dollar denominated Thai finance company
loans were exchanged for Thai baht denominated government
deposits. Charge-offs relative to Thai and Indonesian exposures
in the first half of 1998 totaled $22.1 million and $3.0 million,
respectively. There were no charge-offs in the third quarter.
Total Thai non-performing credits at September 30, 1998 were
$19.5 million, up from $17.6 million at year-end 1997. With
respect to Indonesia, non-performing credits totaled $2.7 million
at September 30, 1998. In the third quarter of 1998, $10.6
million in Indonesian exposure to banks was converted to
sovereign risk in conjunction with a government sponsored plan to
support the local banking system. Representing the majority of
the $16 million in Indonesian credit assets as of September 30,
1998, the converted loans mature over four years.
Capital
At September 30, 1998, Pacific Century's total capital was
$1.17 billion, an increase of $50 million over year-end 1997.
Dividends in the third quarter were paid at $0.1625 per share.
Regulatory risk-based capital remained well above minimum
guidelines. At September 30, 1998, Pacific Century's Total
Capital, Tier 1 Capital and leverage ratios were 11.74%, 9.65%
and 7.32%, respectively. This compares with year-end 1997, when
the Total Capital Ratio was 11.65%, the Tier 1 Capital Ratio was
9.34% and the leverage ratio was 7.21%. Regulatory guidelines
prescribe a minimum Total Capital Ratio of 10%, a Tier 1 Capital
Ratio of 6% and a leverage ratio of 5% for an institution to
qualify as "well capitalized." Pacific Century's strategy is to
maintain its capital ratios at levels to meet this qualification
to benefit from the financial and regulatory incentives provided
to "well capitalized" institutions.
Market Risk Exposures
Other Than Trading Activities
In the normal course of business, elements of Pacific
Century's balance sheet are exposed to varying degrees of market
risk. Market risk arises from movements in interest rates and
foreign currency exchange rates. A key element in the process of
managing market risk involves oversight by the Board of Directors
and senior management as to the level of such risk assumed by
Pacific Century in its balance sheet. The Board reviews and
approves risk management policies, including risk limits and
guidelines and delegates to the Asset Liability Management
Committee (ALCO) oversight functions. The ALCO, consisting of
the Managing Committee and senior business and finance officers,
monitors Pacific Century's market risk exposure and as market
conditions dictate, modifies balance sheet positions or directs
the use of derivative instruments.
Interest Rate Risk. Pacific Century's balance sheet is
sensitive to changes in the general level of interest rates.
This interest rate risk arises primarily from normal business
activities of making loans and taking deposits. Many other
factors also affect Pacific Century's exposure to changes in
interest rates. These factors include general economic and
financial conditions, customer preferences, and historical
pricing spread relationships.
The primary method in Pacific Century's ongoing process to
measure and monitor interest rate risk is the utilization of a
net interest income (NII) simulation model. This model is used
to estimate the amount that NII will change over a one-year time
horizon under various interest rate scenarios. These estimates
are based on numerous assumptions that include loan and deposit
volumes and pricing, prepayment speeds on mortgage-related
assets, and principal amortization and maturities on other
financial instruments. While such assumptions are inherently
uncertain, management believes that these assumptions are
reasonable. As a result, the NII simulation model provides a
sophisticated estimate rather than a precise prediction of the
exposure to higher or lower interest rates on NII.
The simulation model is used to estimate the change in NII
from a gradual increase or decrease in interest rates, moving in
parallel fashion over the entire yield curve, over the next 12-
month period relative to what the NII would have been if interest
rates had not changed. Based on the result of the model, a 200
basis points rise in interest rate as of September 30, 1998 would
have resulted in a decline in NII of 1.1%, while a 200 basis
points drop in interest rates would have resulted in an increase
in NII of 1.6%. Comparatively, as of year-end 1997, a 200 basis
points rise in interest rates would have resulted in a decline in
NII of 2.0%, while a 200 basis points drop in interest rates
would have resulted in an increase in NII of 2.3%. The resulting
estimate in NII exposure is well within the approved ALCO
guidelines and presents a balance sheet exposure that is slightly
liability sensitive. A liability sensitive exposure would imply
a favorable short-term impact on NII in periods of declining
interest rates.
In managing interest rate risks, Pacific Century uses
several approaches, both on- and off-balance sheet, to modify its
risk position. Approaches that are used to shift balance sheet
mix or alter the interest rate characteristics of assets and
liabilities include changing product pricing strategies,
modifying investment portfolio strategies, or using financial
derivatives. The use of financial derivatives has been limited
over the past three years. During this period, Pacific Century
has relied more on the use of on-balance sheet alternatives to
manage its interest rate risk position.
Foreign Currency Risk. Pacific Century's broad area of
operations throughout the South Pacific and Asia has the
potential to expose Pacific Century to foreign currency risk. In
general, however, most foreign currency denominated assets are
funded by like currency liabilities, with imbalances corrected
through the use of various hedge instruments. By specific policy
limits, the net exposure in these "other than trading" activities
is insignificant.
On the other hand, Pacific Century is exposed to foreign
currency exchange rate changes from the capital invested in its
foreign subsidiaries and branches located throughout the South
Pacific and Asia. These investments are designed to diversify
the total balance sheet exposure. While a portion of the capital
investment in French Polynesia and New Caledonia is offset by a
borrowing denominated in French Francs or foreign exchange
currency hedge transactions, the remainder of these capital
positions, aggregating approximately $89.3 million, is not
hedged.
Pacific Century uses a value-at-risk (VAR) calculation to
measure the potential loss from foreign currency exposure.
Pacific Century's VAR is calculated at a 95% confidence interval
and assumes a normal distribution. Pacific Century utilizes the
variance/covariance approach to estimate the probability of
future changes in foreign exchange rates. Under this approach,
equally weighted daily closing prices are used to determine the
daily volatility for the last 10, 30, 50, and 100 days. Pacific
Century uses the highest daily volatility of the four trading
periods in its VAR calculation.
To estimate the potential loss in its net investment in
foreign subsidiaries and branches, Pacific Century takes the
daily volatility and annualizes it by multiplying by the number
of trading days in a year. Therefore, the VAR determines the
potential one-year loss within a 95% confidence interval of the
net investment in subsidiaries.
Presented below is Pacific Century's foreign currency
exposure from its net investments in subsidiaries and branch
operations that are denominated in a foreign currency as measured
by the VAR as of September 30, 1998 and December 31, 1997.
<TABLE>
Market Risk Exposure From Changes in Foreign Exchange Rates
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
September 30, 1998 December 31, 1997
(in millions of dollars) Book Value Value-at-Risk Book Value Value-at Risk
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Investments in Foreign
Subsidiaries and Branches
Japanese Yen $11.8 $ 3.4 $11.0 $ 1.9
Korean Won 36.3 9.1 29.5 23.0
Pacific Franc (1) 27.8 4.3 24.3 3.7
Other 13.4 18.5 29.5 8.9
------- ------- ------- -------
Total $89.3 $35.3 $94.3 $37.5
======= ======= ======= =======
(1) Net of borrowing denominated in French francs of $46.0 million and $43.0 million as of September 30,
1998 and December 31, 1997, respectively and foreign exchange hedge transactions of $23 million as of
September 30, 1998.
</TABLE>
Trading Activities
Pacific Century's trading activities include foreign
currency and foreign exchange contracts that expose Pacific
Century to a modest degree of foreign currency risk. These
transactions are executed on behalf of customers and for Pacific
Century's own account. Pacific Century, however, manages its
trading account such that it does not maintain significant
foreign currency open positions. To measure the exposure of
these open positions, Pacific Century uses the VAR methodology
described above. The VAR
measurement for trading activities as of September 30, 1998
continues to be insignificant.
On January 1, 1999, eleven members of the European Union
will be converting their currency to a common currency, the
"euro". Included in this conversion is the French franc.
Presently, the Pacific franc, the currency of French Polynesia
and New Caledonia, is pegged to the French franc. It is expected
that the Pacific franc will not be converted to the euro. After
1998, the French government has expressed its intent to peg the
Pacific franc to the euro in the same relationship as the current
fixed translation with the French franc. This change is not
expected to have a significant impact on the operations or
financial results of Pacific Century.
Pacific Century expects to be compliant with its information
technology systems relative to the requirements for the
conversion to the new euro currency. The costs associated with
these modifications are not expected to be significant.
Liquidity
Liquidity is managed to ensure that Pacific Century has
continuous access to sufficient, reasonably priced funding to
conduct its business in a normal manner.
As of September 30, 1998, total deposits declined 1.9% to
$9.4 billion from $9.6 billion at year-end 1997. During this
period, domestic deposits declined $132 million, while foreign
deposits declined $53 million. Comparability is impacted by the
May 1998 Paribas acquisitions, which added approximately $253
million to foreign deposits. Excluding the acquisitions, total
deposits at September 30, 1998, would have declined by
approximately 4.6% from year-end 1997. The intense competition
for deposits by banks and other financial institutions, as well
as securities brokerage firms, continues to impact the ability to
attract and retain deposits. Comparing September 30, 1998 with
the same date in 1997, total deposits showed a slight decline of
$20 million.
Repos are offered to governmental entities as an alternative
to deposits. At September 30, 1998, Repos were $2.4 billion,
compared to $2.3 billion at both year-end 1997 and September 30,
1997.
Short-term borrowing, including Funds Purchased, were $652
million at the end of September 1998 down from $937 million at
year-end 1997 and $859 million at September 30, 1997. Long-term
debt has decreased from $706 million at year-end 1997 to $625
million at September 30, 1998, reflecting maturities. During the
current quarter no new debt was issued under Bank of Hawaii's $1
billion "revolving" Bank Note program. Effective August 21,
1998, the Bank Note program was modified to allow the issuance of
both senior and subordinated bank notes. Additionally, Bank of
Hawaii's Board of Directors recently approved the issuance of
$150 million in subordinated bank notes under this program. As
of the end of the third quarter no subordinated bank notes have
been issued. Outstanding senior bank notes under this program
totaled $25 million at September 30, 1998. Long-term debt
outstanding includes the $100 million Bancorp Hawaii Capital
Trust I, 8.25% Capital Securities issued in December 1996.
Net Interest Margin
The average net interest margin (taxable equivalent basis)
on earning assets in the third quarter of 1998 was 4.16%,
compared to 3.93% in the same quarter of 1997 and 4.21% in the
second quarter of 1998. For the first nine months of 1998, the
average net interest margin (taxable equivalent basis) was 4.22%,
an increase from 3.94% in the first nine months of 1997. The
increase in net margin in 1998 is partly attributed to a widening
of the net margin in the Hawaii market that is driven by higher
yields on earning assets and to the CUB acquisition, as CUB's
margins are higher than the rest of Pacific Century. Net
interest income (taxable equivalent basis) totaled $144.6 million
and $433.5 million in the third quarter and first nine months of
1998, respectively, compared to $135.8 million and $386.3 million
in the third quarter and first nine months of 1997, respectively.
The yield on earning assets in the third quarter of 1998
improved to 7.93% from 7.87% in the same year ago quarter. For
the first nine months of 1998, the yield on earning assets was
8.09%, up from 7.93% in the same period last year. The cost of
funds has remained relatively stable at a rate of 4.74% and 4.73%
for the quarter ended September 30, 1998 and 1997, respectively,
and 4.73% and 4.76% for the nine months ended September 30, 1998
and 1997, respectively. <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, 1998 September 30, 1997
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 $598.0 $8.6 5.70% $490.0 $7.9 6.37%
Investment Securities Held to Maturity
-Taxable 837.9 16.4 7.77 1,259.3 20.8 6.56
-Tax-Exempt 11.3 0.3 11.94 12.6 0.5 14.42
Investment Securities Available for Sale 2,768.7 43.1 6.17 2,535.4 41.0 6.41
Funds Sold 71.2 1.0 5.80 84.6 1.1 5.12
Net Loans
-Domestic 7,638.2 162.7 8.45 7,676.2 159.3 8.23
-Foreign 1,861.4 31.0 6.61 1,639.4 33.2 8.04
Loan Fees 12.5 7.9
Total Earning Assets 13,786.7 275.6 7.93 13,697.5 271.7 7.87
Cash and Due From Banks 630.6 549.6
Other Assets 446.8 495.9
Total Assets $14,864.1 $14,743.0
Interest Bearing Liabilities
Domestic Deposits - Demand $2,023.8 14.4 2.83 $2,065.6 14.0 2.68
- Savings 763.2 4.6 2.39 871.4 5.5 2.51
- Time 2,530.9 35.5 5.57 2,938.1 40.9 5.53
Total Domestic 5,317.9 54.5 4.07 5,875.1 60.4 4.08
Foreign Deposits
- Time Due to Banks 634.7 10.7 6.64 569.1 9.3 6.47
- Other Time and Savings 1,326.0 14.6 4.36 1,267.3 13.5 4.22
------------------------ ------------------------
Total Foreign 1,960.7 25.3 5.10 1,836.4 22.8 4.92
Total Deposits 7,278.6 79.8 4.35 7,711.5 83.2 4.28
Short-Term Borrowings 3,001.6 40.4 5.34 2,930.1 40.7 5.51
Long-Term Debt 672.5 10.8 6.36 751.1 12.0 6.35
Total Interest Bearing Liabilities 10,952.7 131.0 4.74 11,392.7 135.9 4.73
------------------------ ------------------------
Net Interest Income 144.6 3.19 135.8 3.14
Average Spread on Earning Assets 4.16% 3.93%
Demand Deposits - Domestic 1,574.9 1,640.8
- Foreign 621.7 262.5
---------- ----------
Total Demand Deposits 2,196.6 1,903.3
Other Liabilities 550.6 296.4
Shareholders' Equity 1,164.2 1,150.6
Total Liabilities and Shareholders' Equity $14,864.1 $14,743.0
Provision for Possible Loan Losses 10.7 8.2
Net Overhead 82.6 72.8
Income Before Income Taxes 51.3 54.8
Provision for Income Taxes 16.4 19.3
Tax-Equivalent Adjustment 0.1 0.2
------- -------
Net Income $34.8 $35.3
======= =======
/TABLE
<PAGE>
<TABLE>
Pacific Century Financial Corporation and subsidiaries
Consolidated Average Balances and Interest Rates Taxable Equivalent
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1998 September 30, 1997
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 $521.0 $25.8 6.62% $526.5 $26.5 6.73%
Investment Securities Held to Maturity
-Taxable 962.2 54.4 7.57 1,232.9 62.0 6.72
-Tax-Exempt 11.8 1.3 14.39 12.6 1.4 14.29
Investment Securities Available for Sale 2,699.2 127.1 6.30 2,437.6 118.5 6.50
Funds Sold 91.1 3.0 4.41 78.0 2.8 4.80
Net Loans
-Domestic 7,650.3 485.3 8.48 7,292.8 445.8 8.17
-Foreign 1,801.8 99.0 7.35 1,527.3 96.1 8.42
Loan Fees 35.1 24.7
Total Earning Assets 13,737.4 831.0 8.09 13,107.7 777.8 7.93
Cash and Due From Banks 603.5 538.7
Other Assets 627.1 492.2
Total Assets $14,968.0 $14,138.6
Interest Bearing Liabilities
Domestic Deposits - Demand $2,128.5 42.5 2.67 $1,891.8 39.0 2.75
- Savings 793.7 14.5 2.44 872.6 16.2 2.48
- Time 2,743.8 110.9 5.41 2,838.9 116.4 5.48
Total Domestic 5,666.0 167.9 3.96 5,603.3 171.6 4.09
Foreign Deposits
- Time Due to Banks 589.2 30.3 6.87 776.7 34.8 5.98
- Other Time and Savings 1,223.5 43.2 4.73 1,038.8 34.0 4.38
------------------------ ------------------------
Total Foreign 1,812.7 73.5 5.42 1,815.5 68.8 5.07
Total Deposits 7,478.7 241.4 4.32 7,418.8 240.4 4.33
Short-Term Borrowings 3,076.9 123.4 5.36 2,847.0 116.6 5.47
Long-Term Debt 689.0 32.7 6.35 724.7 34.5 6.38
Total Interest Bearing Liabilities 11,244.6 397.5 4.73 10,990.5 391.5 4.76
------------------------ ------------------------
Net Interest Income 433.5 3.36 386.3 3.17
Average Spread on Earning Assets 4.22% 3.94%
Demand Deposits - Domestic 1,651.1 1,463.7
- Foreign 452.8 262.6
---------- ----------
Total Demand Deposits 2,103.9 1,726.3
Other Liabilities 467.1 323.2
Shareholders' Equity 1,152.4 1,098.6
Total Liabilities and Shareholders' Equity $14,968.0 $14,138.6
Provision for Possible Loan Losses 71.0 20.6
Net Overhead 253.3 199.9
Income Before Income Taxes 109.2 165.8
Provision for Income Taxes 36.8 58.8
Tax-Equivalent Adjustment 0.4 0.7
------- -------
Net Income $72.0 $106.3
======= =======
/TABLE
<PAGE>
Non-Interest Income and Expense
Pacific Century utilizes the efficiency ratio to measure its
success in managing non-interest income and expense. The
efficiency ratio is derived by dividing non-interest expense by
net operating revenue (net interest income plus non-interest
income before securities transactions). The efficiency ratio for
the three months ended September 30, 1998 and 1997 was 68.6% and
65.6%, respectively, and for the nine months ended September 30,
1998 and 1997 was 69.8% and 64.6%, respectively. Comparability
between the year-to-date periods is impacted by the restructuring
charge. Excluding the restructuring charge, the efficiency ratio
would have been 66.5% for the nine months ended September 30,
1998.
<TABLE>
Non-Interest Income
<CAPTION>
3 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
(in millions) Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trust Income $13.7 $13.2 $41.6 $39.3
Service Charges on Deposit Accounts 9.1 7.8 26.0 21.0
Fees, Exchange and Other Service
Charges 20.1 17.1 57.8 49.3
Other Operating Income 11.2 7.8 28.1 22.2
Investment Securities Gains (0.5) 0.3 2.8 2.3
- ------------------------------------------------------------------------------------------------------------
Total Non-Interest Income $53.6 $46.2 $156.3 $134.1
============================================================================================================
</TABLE>
Non-interest income in the third quarter of 1998 was $53.6
million, up 16.2% over the similar quarter in 1997. For the
first nine months of 1998, non-interest income was $156.3
million, an increase of 16.5% over the same period last year.
Comparisons between periods are affected by the acquisitions,
which accounted for approximately $12.5 million of the increase
in non-interest income in the nine months ended September 30,
1998.
Trust income in the third quarter of 1998 and 1997 was $13.7
million and $13.2 million, respectively. Year-to-date trust
income totaled $41.6 million, up 5.8% from $39.3 million in the
same 1997 period. These increases are primarily attributed to a
rise in the total trust assets administered and to continued
growth in Pacific Century's family of mutual funds.
Service charges on deposit accounts rose 16.2% in 1998's
third quarter over the same period in 1997. For the nine months
ended September 30, 1998, this category totaled nearly $26.0
million, reflecting an increase of $5.0 million over the first
nine months of 1997. The acquisitions added about $2.9 million
in deposit fees in the first nine months, while fees in the
Hawaii market grew by $1.2 million.
In the three and nine months ended September 30, 1998, fees,
exchanges, and other service charges were up 17.7% and 17.2%,
respectively, over the same periods in 1997. The acquisitions
accounted for approximately $4.4 million of the increase in these
fees relative to the current year-to-date period. Pacific
Century's emphasis on fee income continues to reflect positively
in this category. Current year-to-date income from mortgage
servicing, foreign currency and ATM fees were higher, while
income from letters of credit was lower than in the same period
last year.
Other operating income in the quarter ended September 30,
1998 was $11.2 million compared to $7.8 million in the like 1997
quarter. For the first nine months of 1998, other operating
income was $28.1 million, an increase of $5.9 million over the
same year ago period, reflecting the impact of the acquisitions
of approximately $5.2 million and a $0.6 million asset sale gain
in the first quarter.
For the nine months ended September 30, 1998, net gains
from investment securities sales were $2.8 million, up from $2.3
million in the same 1997 period. In the third quarter,
investment security transactions registered a loss of $0.5
million.
<TABLE>
Non-Interest Expense
<CAPTION>
3 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
(in millions) Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries $50.2 $45.2 $145.9 $126.7
Pension and Other Employee Benefits 14.5 12.5 42.2 40.0
Net Occupancy Expense 13.1 11.1 35.0 32.6
Net Equipment Expense 13.0 9.8 35.8 28.6
Other Operating Expense 45.3 40.1 130.6 105.1
Restructuring Charge - - 19.4 -
Minority Interest 0.1 0.3 0.7 1.0
- ------------------------------------------------------------------------------------------------------------
Total Non-Interest Expense $136.2 $119.0 $409.6 $334.0
============================================================================================================
</TABLE>
Non-interest expense in the third quarter of 1998 totaled
$136.2 million, up 14.5% from $119.0 million in the same quarter
last year. For the nine months ended September 30, 1998, non-
interest expense increased $75.6 million, or 22.6% over the same
period in 1997. The year-to-date increase includes the $19.4
million second quarter restructuring charge and the effects of
the acquisitions, which added approximately $27.8 million to non-
interest expense. The restructuring charge is discussed in an
earlier section of this report. Excluding the effects of the
restructuring charge and the acquisitions, non-interest expense
in the first nine months of 1998 would have increased by
approximately 8.5% over the comparable 1997 period.
Salaries and benefits were $64.7 million for the third
quarter of 1998, compared to $57.7 million for the same year ago
period. Year-to-date salaries and benefits totaled $188.1
million, up 12.8% from $166.7 million in the first nine months of
1997. These increases are mainly due to the acquisitions, which
accounted for approximately $13.5 million of the rise in the nine
months ended September 30, 1998. The Year 2000 project, which is
discussed in detail in the following section of this report, also
contributed to the increase in these expense categories for 1998.
In the third quarter of 1998, net occupancy and equipment
expense totaled $26.0 million, compared to $20.9 million in the
same period last year. Net occupancy and equipment expense for
the nine months ended September 30, 1998 totaled $70.8 million,
an increase of 15.8% from $61.2 million for the similar period in
1997. Included in 1998's first quarter were $1.7 million in non-
recurring expenses attributed to equipment and premise write-
offs. Additionally, about $3.1 million of the increase in the
first nine months of 1998 is explained by the acquisitions.
Other operating expense in the current quarter was $45.3
million, up $5.2 million over 1997's third quarter. Current
year-to-date other operating expense totaled $130.6 million, an
increase of 24.2% over the $105.1 million reported for the same
period in 1997. The increase in other operating expense in the
current quarter is mostly due to a $1.7 million write-down in a
real estate investment and a $2.7 million third quarter loss
related to an equipment lease termination which was offset by an
equal amount of tax savings. In addition to these items, the
increase in other operating expense for the current year-to-date
period is partly due to approximately $13.7 million relating to
the effects of the acquisitions (including $2.5 million for
amortization of intangibles), $1.4 million in first quarter non-
recurring expenses, a $2.0 million second quarter write-down of a
real estate investment, and $1.0 million in charge-offs of
various other items. Additionally, costs incurred for the Year
2000 project also contributed to the increase in other operating
expense.
Year 2000
A significant issue facing all banks nationwide that could
have a large impact on expenses is the transition to the new
millennium. Year 2000 concerns arise primarily from past date-
coding practices in both software and hardware that used two-
digits rather than four-digits to represent years. If not
corrected, systems that use the two-digit format will be unable
to correctly distinguish dates after December 31, 1999. This
problem could cause these systems to fail or produce inaccurate
information.
Pacific Century has made the resolution of Year 2000 issues
its top priority. As a diversified financial services
organization, Pacific Century depends on a variety of systems to
operate its businesses in Hawaii, the U.S. Mainland and the Asia-
Pacific region. Recognizing the significant risks associated
with the Year 2000 problem, Pacific Century established "Project
2000" in 1996 as a corporate-wide Year 2000 initiative. Through
Project 2000, Pacific Century centrally manages, coordinates and
tracks all Year 2000 compliance activities for its subsidiaries.
Pacific Century believes that its level of preparedness is
appropriate to address Year 2000 issues in a timely manner and
has developed a project plan that is designed to remediate both
critical information technology and non-information technology
assets in a timely manner. Pacific Century's Year 2000 program
management is structured around an Executive Technology Council
(the ETC) and Program Management Office (the PMO). The ETC,
which is comprised of executive officers of Pacific Century and
its subsidiaries, maintains a corporation-wide focus on Year 2000
compliance efforts. Year 2000 compliance activities are
coordinated by the PMO across all lines of business and
geographic regions to ensure consistency in project management
elements throughout the enterprise. Incorporated in Pacific
Century's Year 2000 project plan are the following five phases:
Awareness
This phase consisted of securing executive level support needed
to achieve Year 2000 compliance. In addition, this phase
required the establishment of a Year 2000 program team and the
development of an overall strategy that encompassed internal
systems, service providers for systems that are outsourced,
vendors, auditors, customers, counterparties and suppliers.
Pacific Century has completed the awareness phase.
Assessment
This phase consisted of identifying the software, hardware,
networks, processing platforms, non-technology assets and
customers and vendors that are affected by the Year 2000 date
change. In addition, this phase also addressed the size and
complexity of the Year 2000 issues, as well as, identified and
developed the resources necessary to perform compliance work.
The assessment phase was completed in the first quarter of 1998.
Renovation
The renovation phase includes work required to bring products and
services into Year 2000 compliance (i.e., code enhancements,
hardware, and software replacements, and vendor certification).
Detailed analyses are performed to determine the impact of the
required changes on related applications and hardware. Work is
prioritized based on information gathered during the assessment
phase. The determining factor in the decision to repair,
replace, or risk-accept an asset is based on the criticality of
an asset to the operation of a business unit. For Pacific
Century's mission-critical systems, approximately 90% of the
total lines of code, including vendor code, have been renovated
and are currently undergoing testing.
Validation Testing
This phase consists of testing information technology and non-
information technology assets. During the initial phase of
testing, the functionality of the Year 2000 modified system is
tested to demonstrate that changes made to data processing do not
disrupt the daily processing of the system. Next, the Year 2000
modified application is tested together with related applications
to ensure that it can be safely integrated into production
without negatively impacting related applications. Before the
modified application is placed into production, it is reviewed,
tested and approved by end-users in the business units. Pacific
Century is currently in the midst of renovation and validation
testing and is on schedule to meet its goals of having
substantially completed testing of critical systems by year-end
1998. In addition, the validation phase also addresses external
testing with third party and service-provider systems for
Year 2000 compliance. The bulk of third-party interface testing
will be conducted during the first quarter of 1999.
Implementation
In the implementation phase systems which have been tested as
Year 2000 compliant are migrated into production. As each
renovated system passes this final quality-assurance review, it
is placed into production. Pacific Century expects to have all
of its critical systems fully implemented and placed into
production by the end of June 1999.
Pacific Century understands that successfully addressing
Year 2000 issues extends well beyond the remediation of internal
systems. Pacific Century has a detailed and extensive process to
ascertain and monitor the Year 2000 readiness of its vendors and
service providers. Additionally, Pacific Century has embarked on
a Year 2000 risk assessment program to determine the Year 2000
readiness of all major commercial customers, counterparties and
business partners.
While Pacific Century believes its Year 2000 project plan is
designed to be successful in resolving Year 2000 issues for all
critical systems, it is possible, because of the scope and
complexity involved, that not all potential problems will be
satisfactorily completed in a timely manner. To mitigate this
possibility, Pacific Century is formulating contingency plans for
critical assets to assure an orderly transition into the
millennium. Contingency plans include specific trigger dates for
alternative solutions to situations or events that may occur that
are beyond Pacific Century's control. Contingency plans are
reviewed and adjusted on a regular basis. In addition, business
continuity plans are being developed as a safeguard against
unforeseen business interruptions.
Pacific Century estimates that costs directly related to
Project 2000 issues will approximate $41 million, including $30
million in estimated incremental cost. In previous reports,
Pacific Century had disclosed its Project 2000 costs on an
incremental basis only. However, new regulatory guidance
requires this disclosure to be made on a total cost basis. Costs
associated with Project 2000 primarily include estimates for
technology and program management staff, staff retention,
consultant fees, and software and hardware costs, as well as,
costs for customer education and public relations. Through
September 30, 1998, cumulative costs for Project 2000 totaled
about $20.2 million of which approximately $5.9 million and $17.0
million were incurred in the third quarter and first nine months
of 1998, respectively. As Project 2000 progresses, the cost
estimate could change depending on a number of factors, including
the failure of third party vendors to address Year 2000 issues in
a timely manner. Year 2000 compliance costs are expected to be
funded primarily from operating cash flow.
Forward-Looking Statements
From a forward-looking perspective, the extent and magnitude
of the Year 2000 problem as it will affect Pacific Century, both
before and for some period after January 1, 2000, are difficult
to predict or quantify for a number of reasons. Among the most
important are the difficulty of locating all internal software
that is not Year 2000 compatible, as well as "embedded" chips
that may be in a great variety of hardware. Pacific Century
believes that it will be able to identify and remediate mission-
critical internal computer systems and systems containing
embedded chips and will have contingency plans to deal with these
systems. Other important difficulties relate to the lack of
control over, and difficulty inventorying, assessing,
remediating, verifying and testing, outside systems connected,
and vital, to internal computers, telecommunications or other
mission-critical systems. Year 2000 costs are difficult to
estimate accurately because of unanticipated vendor delays,
technical difficulties, the impact of tests of outside systems
and similar events. Additionally, there can be no assurance for
example that all outside systems will be adequately remediated so
that they are Year 2000 ready by January 1, 2000, or by some
earlier date, so as not to create a material disruption to
Pacific Century's business. If, despite diligent, prudent
efforts under its Year 2000 Plan, there are Year 2000-related
failures that create substantial disruptions to Pacific Century's
business, the adverse impact on business could be material.
However, no significant adverse events have been currently
identified. Moreover, the estimated costs, referred to above, of
implementing the Plan do not take into account the costs, if any,
that might be incurred as a result of Year 2000-related failures
that could occur despite implementation of the Plan.
This report contains other forward-looking statements
regarding management's beliefs, estimates, projections and
assumptions. These forward-looking statements are subject to
risks and uncertainties, and accordingly, actual results may
differ significantly from those presented in such statements.
Factors that might cause such a difference include, but are not
limited to, economic conditions in the areas in which Pacific
Century conducts its operations, fluctuations in interest rates,
fluctuations in foreign currency exchange rates, credit quality,
and U.S. foreign government regulations and monetary policies.
<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 August 14, 1998, Pacific Century filed a Form 8-K
regarding a proposed offering of subordinated notes by
Bank of Hawaii.
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 13, 1998 PACIFIC CENTURY FINANCIAL
CORPORATION
/s/ RICHARD J. DAHL
(Signature)
Richard J. Dahl
President and Chief
Operating Officer
/s/ DAVID A. HOULE
(Signature)
David A. Houle
Executive Vice President,
Treasurer and Chief
Financial Officer
<PAGE>
<TABLE>
Pacific Century Financial Corporation
Exhibit 11 - Statement Regarding Computation of Per Share Earnings
Nine Months Ended September 30
<CAPTION>
Basic Diluted
----------- -----------
<S> <C> <C>
1998
----
Net Income $71,951,000 $71,951,000
Weighted Average Shares 80,201,636 81,128,698
Earnings Per Share $0.90 $0.89
1997
----
Net Income $106,340,000 $106,340,000
Weighted Average Shares 79,730,632 80,773,130
Earnings Per Share $1.34 $1.31
</TABLE>
<PAGE>
To Our Shareholders:
Second quarter earnings at Pacific Century Financial Corporation
reflected the impact of a previously-announced restructuring
charge and increased provisioning to the reserve for loan losses.
Because of these special items, your company reported a nominal
net income of $3.1 million for this year's second quarter.
Diluted earnings per share for the quarter were $0.04.
Pacific Century's total assets at June 30, 1998 were $14.7
billion, up 4.0 percent from $14.2 billion at June 30, 1997.
Total deposits stood at $9.5 billion, up 6.6 percent from $8.9
billion at second quarter-end 1997. Net loans increased to $9.0
billion, up 4.5 percent from $8.7 billion at June 30, 1997. These
year-to-year comparisons are impacted by the acquisition of
California United Bank in the third quarter of 1997 and the
Banque Paribas institutions in the South Pacific this quarter.
Pacific Century's board of directors declared a quarterly cash
dividend of 16 1/4 cents per share on the outstanding common
stock. This dividend will be payable on September 15, 1998 to
shareholders of record at the close of business on August 21,
1998.
On July 1, 1998, Pacific Century announced two special items
relative to the second quarter. The first item was a $19.4
million restructuring charge related to previously announced
merger of First Federal Savings & Loan Association (FFSL) and
Bank of Hawaii, and the merger of our two bank subsidiaries on
the U.S. Mainland. Once completed, Pacific Century's branch
rationalization and consolidation program is intended to reduce
annual operating expense by as much as $22 million.
The second item involved an increase in the quarterly
provisioning to the reserve for loan losses to $42.0 million, up
from $18.3 million in the first quarter of 1998. This $42
million in provisioning exceeded net loan charge-offs of $26
million and increased the reserve for loan losses in recognition
of the continuing financial volatility in Asia. Loan charge-offs
related to Asia totaled $17.0 million, including $3.0 million in
Indonesian loans and $14.0 million in Thai loans. This
provisioning is consistent with our traditionally conservative
credit philosophy.
I want to emphasize that these are positive steps which will
enable us to move ahead focused on our financial objectives as
well as our redesign initiatives. These actions were taken to
improve the performance of our Hawaii and Asia markets in the
future and to position all four of our markets to take advantage
of the growth opportunities throughout the Pacific region.
In the second quarter, Pacific Century completed the acquisition
of Banque Paribas Pacifique in New Caledonia and Banque Paribas
Polynesie in French Polynesia. Together, these banks increased
total assets by $300 million as of June 30, 1998. In addition,
Pacific Century further expanded its Asia-Pacific presence by
concluding a strategic alliance with the Bank of Queensland in
Australia.
Your company has made significant progress on the key initiatives
that were identified earlier this year to improve performance and
achieve our financial targets. In April, Pacific Century
reincorporated in the state of Delaware. The planned merger of
Pacific Century's two mainland banks and the consolidation of
Hawaii's FFSL and Bank of Hawaii are on track for completion in
the third quarter. Plans are underway for several outsourcing
initiatives, including the trust accounting function (to begin in
August) and credit card processing (set to begin in November).
And customers have been notified of planned branch consolidations
in Hilo, Hanalei, Aiea, Enchanted Lake and at Waterfront Plaza.
Branches at Barbers Point, Waialua and Kukui Grove have already
been consolidated this year.
At the same time, Pacific Century continues to capitalize on the
strength and cost efficiencies of its electronic delivery
network. Recently e-bankoh, Bank of Hawaii's Internet banking
channel, was ranked among the top five on-line banks nationwide
and #1 in ease of use by Gomez Advisors, a leading independent
on-line financial services authority services. e-bankoh now
serves approximately 1% of Bank of Hawaii's customer base.
These are times which challenge us to make tough decisions and
take bold actions that will set your company on course for future
success. I want to assure you that Pacific Century's management
team is committed to doing what it takes to accomplish the
performance goals and achieve the financial objectives that we
have set.
We remain staunchly confident in the strength of this company as
well as in the ability of our people to do the job that needs to
be done in the months ahead. We remain steadfastly committed to
achieving our performance objectives. We are prepared to take
the necessary actions to achieve our goals. And we count on your
continuing support as we guide your company into the future.
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 or Analyst Inquiries:
David A. Houle, Executive Vice President, Treasurer and Chief
Financial Officer
(808) 537-8288
or
Sharlene K. Bliss
Investor Relations
(808) 537-8037
or
Cori C. Weston
Corporate Secretary
(808) 537-8272
<PAGE>
<TABLE>
Highlights (Unaudited) Pacific Century Financial Corporation and subsidiaries
- ------------------------------------------------------------------------------------------------------
<CAPTION>
June 30 June 30
1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Return on Average Assets 0.50% 1.04%
- ------------------------------------------------------------------------------------------------------
Return on Average Equity 6.53% 13.37%
- ------------------------------------------------------------------------------------------------------
Average Spread on Earning Assets 4.25% 3.94%
- ------------------------------------------------------------------------------------------------------
Average Equity/Average Assets 7.63% 7.75%
- ------------------------------------------------------------------------------------------------------
Book Value Per Common Share $14.19 $13.75
- ------------------------------------------------------------------------------------------------------
Loss Reserve/Loans and Leases Outstanding 2.21% 1.90%
- ------------------------------------------------------------------------------------------------------
Common Stock Price Range High Low Dividend
- ------------------------------------------------------------------------------------------------------
1997 $28.06 $20.31 $0.625
- ------------------------------------------------------------------------------------------------------
1998 First Quarter $25.13 $20.31 $0.1625
- ------------------------------------------------------------------------------------------------------
1998 Second Quarter $25.88 $23.56 $0.1625
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<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) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Interest Income $281,036 $255,539 $554,102 $505,708
Total Interest Expense 134,274 130,540 265,622 255,674
- ------------------------------------------------------------------------------------------------------
Net Interest Income 146,762 124,999 288,480 250,034
Provision for Possible Loan Losses 41,982 7,286 60,285 12,374
- ------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses 104,780 117,713 228,195 237,660
Total Non-Interest Income 52,171 46,260 105,035 87,961
Total Non-Interest Expense 153,999 108,956 275,702 215,017
- ------------------------------------------------------------------------------------------------------
Income Before Income Taxes 2,952 55,017 57,528 110,604
Provision (Credit) for Income Taxes (144) 19,411 20,412 39,517
- ------------------------------------------------------------------------------------------------------
Net Income $3,096 $35,606 $37,116 $71,087
======================================================================================================
Basic Earnings Per Share $0.04 $0.45 $0.47 $0.90
Diluted Earnings Per Share $0.04 $0.44 $0.46 $0.88
Basic - Weighted Average Shares 80,258,217 78,799,958 80,070,764 79,117,490
Diluted - Weighted Average Shares 81,416,341 79,771,362 81,170,893 80,115,918
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Condition (Unaudited)
- ------------------------------------------------------------------------------------------------------
<CAPTION>
June 30 December 31 June 30
(in thousands of dollars 1998 1997 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Interest-Bearing Deposits $542,966 $335,847 $547,715
Investment Securities
(Market Value of $3,728,525, $3,874,505,
and $3,707,927 respectively) 3,713,420 3,871,485 3,705,731
Securities Purchased Under Agreements to Resell - - 1,600
Funds Sold 31,715 80,457 85,758
Loans 9,449,351 9,498,408 9,018,809
Unearned Income (199,613) (209,721) (197,967)
Reserve for Loan Losses (204,049) (174,362) (167,842)
- ------------------------------------------------------------------------------------------------------
Net Loans 9,045,689 9,114,325 8,653,000
- ------------------------------------------------------------------------------------------------------
Total Earning Assets 13,333,790 13,402,114 12,993,804
Cash and Non-Interest Bearing Deposits 575,553 795,332 484,239
Premises and Equipment 304,813 288,358 272,080
Other Assets 516,954 509,660 418,623
- ------------------------------------------------------------------------------------------------------
Total Assets $14,731,110 $14,995,464 $14,168,746
======================================================================================================
Liabilities
Deposits $9,505,968 $9,607,695 $8,916,155
Securities Sold Under Agreements to Repurchase 2,313,784 2,279,124 2,146,713
Funds Purchased 366,066 710,472 471,956
Short-Term Borrowings 379,129 226,127 490,770
Other Liabilities 360,583 349,050 359,350
Long-Term Debt 665,106 705,789 701,633
- ------------------------------------------------------------------------------------------------------
Total Liabilities 13,590,636 13,878,257 13,086,577
Shareholders' Equity
Common Stock ($.01 par value at June 30, 1998 and $2.00 par value
at December 31, 1997 and June 30, 1997), authorized 500,000,000
shares; issued and outstanding, June 1998 - 80,385,041;
December 1997 - 79,684,553; June 1997 - 39,363,421; 804 159,369 78,727
Capital Surplus 340,872 168,920 160,375
Accumulated Other Comprehensive Income (25,958) (24,766) (7,836)
Retained Earnings 824,756 813,684 850,903
- ------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 1,140,474 1,117,207 1,082,169
- ------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $14,731,110 $14,995,464 $14,168,746
- ------------------------------------------------------------------------------------------------------
/TABLE
<PAGE>
<TABLE>
Pacific Century Financial Corporation
Exhibit 99 - Statement Regarding Computation of Ratios
Nine Months Ended September 30
<CAPTION>
(in millions of dollars) 1998 1997
<S> <C> <C>
Earnings:
1. Income Before Income Taxes $108.7 $165.2
2. Plus: Fixed Charges Including Interest on Deposits 399.1 395.8
------ ------
3. Earnings Including Fixed Charges 507.8 561
4. Less: Interest on Deposits 241.4 240.4
------ ------
5. Earnings Excluding Interest on Deposits $266.4 $320.6
====== ======
Fixed Charges:
6. Fixed Charges Including Interest on Deposits $399.1 $395.8
7. Less: Interest on Deposits 241.4 240.4
------ ------
8. Fixed Charges Excluding Interest on Deposits $157.7 $155.4
====== ======
Ratio of Earnings to Fixed Charges:
Including Interest on Deposits (Line 3 divided by Line 6) 1.3x 1.4x
Excluding Interest on Deposits (Line 5 divided by Line 8) 1.7x 2.1x
</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-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 541217
<INT-BEARING-DEPOSITS> 407265
<FED-FUNDS-SOLD> 154940
<TRADING-ASSETS> 1920
<INVESTMENTS-HELD-FOR-SALE> 2753981
<INVESTMENTS-CARRYING> 773659
<INVESTMENTS-MARKET> 792205
<LOANS> 9549741
<ALLOWANCE> 209731
<TOTAL-ASSETS> 14638506
<DEPOSITS> 9422877
<SHORT-TERM> 3032259
<LIABILITIES-OTHER> 391744
<LONG-TERM> 624619
0
0
<COMMON> 804
<OTHER-SE> 1166203
<TOTAL-LIABILITIES-AND-EQUITY> 14638506
<INTEREST-LOAN> 619415
<INTEREST-INVEST> 182378
<INTEREST-OTHER> 28784
<INTEREST-TOTAL> 830577
<INTEREST-DEPOSIT> 241395
<INTEREST-EXPENSE> 397509
<INTEREST-INCOME-NET> 433068
<LOAN-LOSSES> 71022
<SECURITIES-GAINS> 2843
<EXPENSE-OTHER> 409610
<INCOME-PRETAX> 108714
<INCOME-PRE-EXTRAORDINARY> 108714
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71951
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.89
<YIELD-ACTUAL> 4.22
<LOANS-NON> 140546
<LOANS-PAST> 27247
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 174362
<CHARGE-OFFS> 71022
<RECOVERIES> 8896
<ALLOWANCE-CLOSE> 209731
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
