U N I T E D S T A T E S
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM
____________ TO ____________
PACIFIC CENTURY FINANCIAL CORPORATION
PROFIT SHARING PLAN
_____________________________________________________
Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Pacific Century Financial Corporation
130 Merchant Street
Honolulu, Hawaii 96813
_____________________________________________________
Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office
<PAGE>
Required Information
Listed below are the financial statements and exhibits filed
as part of the annual report.
A) Financial Statements
1) Report of Independent Auditors
2) Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
3) Statements of Changes in Net Assets Available for
Benefits - Years Ended December 31, 1998 and 1997
4) Notes to Financial Statements
5) Schedule of Assets Held for Investment Purposes
December 31, 1998
6) Schedule of Reportable Transactions - Year Ended
December 31, 1998
B) Exhibits
Consent of Independent Certified Public Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
PACIFIC CENTURY FINANCIAL CORPORATION
PROFIT SHARING PLAN
Date: June 25, 1999 By: /s/ RICHARD J. DAHL
Richard J. Dahl
President and Director of
Pacific Century Financial
Corporation; and member of the
Pacific Century Financial
Corporation Benefit Plans
Committee
Audited Financial Statements
and Supplemental Schedules
Pacific Century Financial Corporation
Profit Sharing Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE>
Pacific Century Financial Corporation
Profit Sharing Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
Contents
Report of Independent Auditors . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits. . . . . . . . . 3
Statements of Changes in Net Assets Available for Benefits . . . 4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . 5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes. . . . . . . . .15
Schedule of Reportable Transactions. . . . . . . . . . . . . . .16
<PAGE>
Report of Independent Auditors
The Board of Directors
Bank of Hawaii and
The Benefit Plans Committee
Pacific Century Financial Corporation Profit Sharing Plan
We have audited the accompanying statements of net assets available
for benefits of the Pacific Century Financial Corporation Profit
Sharing Plan (the Plan) as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the
responsibility of the Benefit Plans Committee. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by the Benefit Plans Committee, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan at December 31, 1998 and 1997, and the changes
in its net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as of
December 31, 1998 and reportable transactions for the year then
ended, are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a
required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in
our audit of the 1998 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1998
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
April 1, 1999
<PAGE>
Pacific Century Financial Corporation Profit Sharing Plan
<TABLE>
Statements of Net Assets Available for Benefits
<CAPTION>
December 31
1998 1997
-----------------------------------
(In Thousands)
<S> <C> <C>
Assets
Investments, at fair value:
Mutual funds $106,478 $85,976
Collective trust 23,860 22,757
Common stock 76,983 82,725
Participant loans 4,777 4,228
-----------------------------------
Total investments 212,098 195,686
Receivables:
Employer contribution 5,441 5,981
Participant contributions 632 567
-----------------------------------
Total receivables 6,073 6,548
-----------------------------------
Net assets available for benefits $218,171 $202,234
===================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Pacific Century Financial Corporation Profit Sharing Plan
<TABLE>
Statements of Changes in Net Assets Available for Benefits
<CAPTION>
Year ended December 31
1998 1997
-----------------------------------
(In Thousands)
<S> <C> <C>
Additions
Investment income - interest and dividends $12,228 $13,136
Net appreciation in fair value of investments 463 18,402
Contributions:
Participants 8,558 6,598
Employer 7,910 8,806
Other 697 359
-----------------------------------
Total contributions 17,165 15,763
-----------------------------------
Total additions 29,856 47,301
Deductions
Distributions to participants (13,919) (12,119)
-----------------------------------
Net increase 15,937 35,182
Net assets available for benefits at beginning of year 202,234 167,052
-----------------------------------
Net assets available for benefits at end of year $218,171 $202,234
===================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Pacific Century Financial Corporation Profit Sharing Plan
Notes to Financial Statements
December 31, 1998
1. Description of the Plan and Summary of Significant Accounting
Policies
Description of the Plan
The following description of the Pacific Century Financial
Corporation Profit Sharing Plan (the Plan) provides only general
information. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan for employees of Bank of
Hawaii and certain subsidiaries of Pacific Century Financial
Corporation and Bank of Hawaii, collectively (the Bank), who have
fulfilled the Plan's participation requirements. The Plan is
subject to the reporting and disclosure, fiduciary, vesting, and
administration and enforcement provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On behalf of the Bank as Plan Administrator, the Plan is
administered by the Benefit Plans Committee. All assets of the Plan
are held in trust by Vanguard Fiduciary Trust Company, as trustee,
and all benefits are provided by such trust fund.
The participating employers make a profit sharing contribution on
behalf of participants for each calendar year in an amount which is
based upon Pacific Century Financial Corporation's profits for the
year. The contribution varies depending on Pacific Century
Financial Corporation's adjusted net income and adjusted return on
equity. The amount of profit sharing contribution for the years
ended December 31, 1998 and 1997 were $4,693,504 and $5,291,225,
respectively.
Participants are allowed to contribute up to 7% of their eligible
compensation to the Plan. However, annual additions attributed to
participants' accounts are limited to certain maximum annual
amounts, including those provided under the Internal Revenue Code
($30,000 for 1998 and 1997).
The participating employers contribute matching contributions on
behalf of participants each calendar quarter equal to $1.25 for
each $1.00 contributed by participants up to 2% of the
participant's eligible compensation. Matching contributions are
made to the Plan by the end of the following calendar quarter.
Participants are permitted to select among the following investment
options in which contributions are to be invested: Pacific Capital
Growth Stock Fund, Pacific Capital Growth & Income Fund, Pacific
Capital New Asia Growth Fund, Pacific Capital Short-Intermediate
U.S. Treasury Securities Unit Fund, Pacific Capital Diversified
Fixed Income Unit Fund, Vanguard Wellington Fund, Vanguard Windsor
Fund, 500 Portfolio of the Vanguard Index Trust, Short-Term Federal
Portfolio of the Vanguard Fixed Income Securities Fund, Vanguard
Retirement Savings Trust, and the Pacific Century Financial
Corporation Stock Fund.
Effective April 1, 1998, the portion of the Plan consisting of the
Pacific Century Financial Corporation Stock Fund converted to an
employee stock ownership plan (ESOP). As an ESOP any cash dividends
on Pacific Century Financial Corporation stock is passed through to
the participants unless the participant elects against receiving
the dividend. The cash dividend on shares of Pacific Century
Financial Corporation stock paid as a dividend pass through is not
treated as a distribution from the Plan, rather, it is accounted
for as if the participant receiving the dividend was the direct
owner of the shares of Pacific Century Financial Corporation stock.
For participants electing not to receive the dividend pass through,
the dividend is allocated to the participants' account as income
and is invested in additional shares.
Participants are fully vested in the Plan's assets allocated to
their account.
Withdrawals are permitted for participants demonstrating immediate
and heavy financial need. Participants may borrow a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of the
present value of their account balance. Loan transactions are
treated as a transfer from (to) the investment fund to (from) the
loan fund. Loan terms do not exceed 5 years unless the loan is used
for the purchase of a primary residence. The loans are secured by
the balance in the participant's account or other security deemed
to be sufficient by the Benefit Plans Committee and are made at a
reasonable rate of interest. Principal and interest is paid ratably
through monthly payroll deductions. No withdrawals or loans are
permitted from the Pacific Century Financial Corporation Stock
Fund.
For termination of employment due to retirement (normal and early),
disability, and death, a participant is entitled to receive an
allocation of matching contribution and profit sharing contribution
for the calendar quarter or calendar year, respectively, in which
the participant terminates employment. Under these conditions, the
participant's account is distributed as soon as practicable after
the year-end allocations are made. However, the participant may
make an election to waive this allocation and receive an immediate
distribution. For termination of employment before retirement
(normal or early), disability or death, the participant's account
is distributed as soon as practicable. For all accounts under the
Plan that exceed $5,000, a distribution can only be made if the
participant consents in writing to such a distribution. Generally,
all distributions from the Plan upon a participant's termination
are made in a lump sum. In case of death, beneficiaries may elect
to receive distributions as a lump sum or as an annuity contract.
Participants may elect to defer distributions.
In the event that the Board of Directors terminates the Plan, each
participant's interest in the Plan will remain fully vested and
non-forfeitable. The Board of Directors may require all
participants and beneficiaries to withdraw such amounts in cash, in
kind, in any other form, or any combination thereof, as it may
determine in its sole discretion.
Basis of Accounting
The accounting records of the Plan are maintained on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results may
differ from those estimates.
Expenses
Fees paid to the Plan's trustee and other administrative expenses
incurred in connection with the operation of the Plan are paid by
the participating employers. Brokerage commissions and other
expenses incurred in connection with the purchase or sale of
investments are paid by the Plan.
Investment Valuation and Income Recognition
Investments are stated at fair value. Shares of Pacific Century
Financial Corporation stock are valued at quoted market prices.
Shares of mutual funds are valued at quoted market prices which
represent the net asset values of shares held by the Plan at year
end. Units of the Vanguard Retirement Savings Trust are valued at
net asset value at year end. Participant loans are valued at their
outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis and
dividends are recorded on the ex-dividend date.
The net realized gain and loss on investments that were sold during
the year and the unrealized gain and loss on investments held at
year end are reflected in the Statements of Changes in Net Assets
Available for Benefits as net appreciation (depreciation) in fair
value of investments. The realized gain and loss on investments
sold is computed using the average cost method.
Contributions
Contributions from employer and participants are accrued through
December 31 in the Statements of Changes in Net Assets Available
for Benefits.
Benefits
Benefits are recorded when paid.
2. Investments
The Vanguard Retirement Savings Trust is a collective trust
investing in investment contracts with selected insurance companies
and commercial banks. The contract value of investment contracts
generally approximates fair value and represents initial deposits,
plus contributions and interest, less benefit payments. The
Vanguard Retirement Savings Trust allows for benefit responsive
withdrawals by the Plan at contract value, subject to certain
market value adjustments. The fair value of the investment
contracts held by the Vanguard Retirement Savings Trust at
December 31, 1998 and 1997 were $23,860,000 and $22,757,000,
respectively. The average yield of the Vanguard Retirement Savings
Trust during 1998 and 1997 was approximately 6.0% and 6.1%,
respectively.
Individual investments representing 5% or more of the Plan's net
assets at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
December 31
1998 1997
-----------------------------------------------
(In Thousands)
<S> <C> <C>
Vanguard Wellington Fund $33,657 $30,070
Vanguard Windsor Fund 35,672 37,249
500 Portfolio of the Vanguard Index Trust 24,243 12,413
Vanguard Retirement Savings Trust 23,860 22,757
Pacific Century Financial Corporation Stock Fund 76,983 82,725
</TABLE>
3. Transactions and Agreements with Parties in Interest
The Pacific Century Financial Corporation Stock Fund invests in the
$.01 par common stock of Pacific Century Financial Corporation.
The Pacific Capital Growth Stock Fund, Pacific Capital Growth &
Income Fund, Pacific Capital New Asia Growth Fund, Pacific Capital
Short Intermediate U.S. Treasury Securities Unit Fund, and the
Pacific Capital Diversified Fixed Income Unit Fund belong to a
family of proprietary mutual funds advised by Pacific Century
Trust, a division of Bank of Hawaii.
The Vanguard Wellington Fund, Vanguard Windsor Fund, 500 Portfolio
of the Vanguard Index Trust, and Short-Term Federal Portfolio of
the Vanguard Fixed Income Securities Fund are mutual funds managed
by an affiliate of Vanguard Fiduciary Trust Company. The Vanguard
Retirement Savings Trust is a collective trust managed by an
affiliate of Vanguard Fiduciary Trust Company. Vanguard Fiduciary
Trust Company acts as trustee for the Plan's investments.
4. Income Tax Status
The Internal Revenue Service has issued a determination letter
dated May 10, 1997 stating that the Plan qualifies, in form, under
Section 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended (the Code), and the underlying trust is, therefore, exempt
from federal income taxes under Section 501(a) of the Code. The
Plan is required to operate in accordance with the Code to maintain
its tax qualification. The Benefit Plans Committee is not aware of
any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
5. Changes in Net Assets Available for Benefits by Investment
Option
During 1998, the change in net assets available for benefits by
investment option is as follows:
<TABLE>
<CAPTION>
Year ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------
Pacific Capital
Short
Pacific Intermediate Pacific
Capital Pacific Pacific U.S. Capital
Growth Capital Capital New Treasury Diversified Vanguard
Stock Growth & Asia Growth Securities Fixed Income Wellington Vanguard
Fund Income Fund Fund Unit Fund Unit Fund Fund Windsor Fund
- ------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income $620 $378 $7 $11 $14 $3,733 $3,138
Net appreciation
(depreciation) in
fair value of
investments 289 191 (147) 5 2 (124) (2,932)
Interfund transfers 938 1,030 (177) 318 453 68 (3,051)
Contributions:
Participant 597 573 244 27 40 1,135 1,624
Employer 670 620 222 43 63 1,104 1,380
Other 30 37 58 3 7 108 108
- ------------------------------------------------------------------------------------------------------------------------
Total contributions 1,297 1,230 524 73 110 2,347 3,112
- ------------------------------------------------------------------------------------------------------------------------
Total additions 3,144 2,829 207 407 579 6,024 267
Deductions
Distributions to
participants (175) (159) (59) (2) (45) (2,433) (2,006)
- ------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 2,969 2,670 148 405 534 3,591 (1,739)
Net assets available
for benefits at
beginning of year 1,813 1,323 1,176 41 15 30,927 38,483
- ------------------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $4,782 $3,993 $1,324 $446 $549 $34,518 $36,744
========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
Short-Term
Federal
Portfolio of Pacific
500 Portfolio the Vanguard Century Employee
of the Fixed Income Vanguard Financial Stock
Vanguard Securities Retirement Corporation Ownership
Index Trust Fund Savings Trust Stock Fund Plan (1) Loan Fund Total
- ------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income $347 $166 $1,363 $557 $1,592 $302 $12,228
Net appreciation
(depreciation) in
fair value of
investments 4,295 34 - (1,150) - - 463
Interfund transfers 4,632 1,287 (542) (4,240) (1,122) 406 -
Contributions:
Participant 2,352 117 1,297 552 - - 8,558
Employer 2,235 124 1,449 - - - 7,910
Other 264 21 61 - - 697
- ------------------------------------------------------------------------------------------------------------------------
Total contributions 4,851 262 2,807 552 - - 17,165
- ------------------------------------------------------------------------------------------------------------------------
Total additions 14,125 1,749 3,628 (4,281) 470 708 29,856
Deductions
Distributions to
participants (1,413) (1,078) (2,332) (3,457) (470) (290) (13,919)
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)12,712 671 1,296 (7,738) - 418 15,937
Net assets available
for benefits at
beginning of year 13,297 2,517 23,693 84,721 - 4,228 202,234
- -------------------------------------------------------------------------------------------------------------------------
Net assets availabe
for benefits at end
of year $26,009 $3,188 $24,989 $76,983 $- $4,646 $218,171
====================================================================================================================
(1) In 1998, the portion of the Plan consisting of the Pacific Century Financial Corporation Stock Fund converted to
an employee stock ownership plan.
</TABLE>
<PAGE>
During 1997, the change in net assets available for benefits
by investment option is as follows:
<TABLE>
<CAPTION>
Year ended December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------
Pacific Capital
Short
Pacific Intermediate Pacific
Capital Pacific Pacific U.S. Capital
Growth Capital Capital New Treasury Diversified Vanguard
Stock Growth & Asia Growth Securities Fixed Income Wellington Vanguard
Fund Income Fund Fund Unit Fund (1) Unit Fund (1) Fund Windsor Fund
- ------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income $244 $107 $122 $1 $- $2,555 $5,965
Net appreciation
(depreciation) in
fair value of
investments 62 91 (507) - - 3,078 714
Interfund transfers 298 461 92 40 13 (271) (366)
Contributions:
Participant 162 112 232 - - 821 1,292
Employer 239 175 266 - 2 1,148 1,639
Other 1 7 7 - - 122 48
- ------------------------------------------------------------------------------------------------------------------------
Total contributions 402 294 505 - 2 2,091 2,979
- ------------------------------------------------------------------------------------------------------------------------
Total additions 1,006 953 212 41 15 7,453 9,292
Deductions
Distributions to
participants (61) (26) (85) - - (1,706) (2,084)
- ------------------------------------------------------------------------------------------------------------------------
Net increase 945 927 127 41 15 5,747 7,208
Net assets available
for benefits at
beginning of year 868 396 1,049 - - 25,180 31,275
- ------------------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $1,813 $1,323 $1,176 $41 $15 $30,927 $38,483
====================================================================================================================
(1) In 1997, the Pacific Capital Short Intermediate U.S. Treasury Securities Unit Fund and Pacific Capital Diversified
Fixed Income Unit Fund became available as investment options.
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1997
- -------------------------------------------------------------------------------------------------------------------------
Short-Term
Federal
Portfolio of Pacific
500 Portfolio the Vanguard Century
of the Fixed Income Vanguard Financial
Vanguard Securities Retirement Corporation
Index Trust Fund Savings Trust Stock Fund Loan Fund Total
- ------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income $251 $120 $1,377 $2,099 $295 $13,136
Net appreciation
(depreciation) in
fair value of
investments 2,500 11 - 12,453 - 18,402
Interfund transfers 1,463 919 (982) (2,834) 1,167 -
Contributions:
Participant 964 116 851 2,048 - 6,598
Employer 1,173 176 1,308 2,680 - 8,806
Other 69 - 63 42 - 359
- ------------------------------------------------------------------------------------------------------------------------
Total contributions 2,206 292 2,222 4,770 - 15,763
- ------------------------------------------------------------------------------------------------------------------------
Total additions 6,420 1,342 2,617 16,488 1,462 47,301
Deductions
Distributions to
participants (1,008) (153) (2,514) (4,217) (265) (12,119)
- ------------------------------------------------------------------------------------------------------------------------
Net increase 5,412 1,189 103 12,271 1,197 35,182
Net assets available
for benefits at
beginning of year 7,885 1,328 23,590 72,450 3,031 167,052
- ------------------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $13,297 $2,517 $23,693 $84,721 $4,228 $202,234
====================================================================================================================
</TABLE>
<PAGE>
6. Year 2000 (Unaudited)
A significant issue facing companies nationwide 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.
The Plan's computer applications and systems are included in
Pacific Century Financial Corporation's consolidated Project 2000
plan, a corporate-wide initiative to manage, coordinate and track
Year 2000 compliance activities for Pacific Century Financial
Corporation and all subsidiaries. All costs applicable to this
project are paid for the Plan by Bank of Hawaii. Pacific Century
Financial Corporation has disclosed that it is addressing all
significant matters related to Year 2000 and expects all "critical"
systems, including appropriate contingency plans, to be ready and
meet federal regulations by the required due dates.
Supplemental Schedules
<PAGE>
Pacific Century Financial Corporation Profit Sharing Plan
Employer ID Number: 99-0033900/ Plan Number: 091203
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue Number of Current
Description of Asset Shares Cost Value
- ---------------------------------------------------------------------------------------------------------------
(In thousands of dollars, except for shares)
<S> <C> <C> <C>
Mutual Funds
Pacific Capital Growth Stock Fund* 248,301 $3,897 $4,248
Pacific Capital Growth & Income Fund* 190,591 3,238 3,509
Pacific Capital New Asia Growth Fund* 155,661 1,507 1,155
Pacific Capital Short Intermediate U.S.
Treasury Securities Unit Fund* 77,538 404 409
Pacific Capital Diversified Fixed Income
Unit Fund* 92,126 495 495
Vanguard Wellington Fund* 1,146,747 27,265 33,657
Vanguard Windsor Fund* 2,291,048 35,085 35,672
500 Portfolio of the Vanguard Index Trust* 212,756 17,168 24,243
Short-Term Federal Portfolio of the Vanguard
Fixed Income Securities Fund* 301,159 3,057 3,090
---------- ----------
Total mutual funds 92,116 106,478
Collective Trust
Vanguard Retirement Savings Trust* 23,859,784 23,860 23,860
Common Stock
Pacific Century Financial Corporation Stock
Fund* 2,952,924 42,309 76,983
Participant Loans - Interest rates ranging from
7.14% to 8.61% 4,777
----------
$212,098
==========
*Indicates an investment with a party-in-interest to the Plan.
</TABLE>
<PAGE>
Pacific Century Financial Corporation Profit Sharing Plan
Employer ID Number: 99-0033900/ Plan Number: 091203
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Purchase Selling Cost of Transaction Net
Involved Description of Asset Price Price Asset Date Gain
- ---------------------------------------------------------------------------------------------------------------
(In Thousands)
Category (iii)-Series of Transactions in Excess of 5% of Plan Assets:
<C> <S> <C> <C> <C> <C> <C>
The Vanguard Vanguard Wellington
Group* Fund
Purchases $8,681 $- $8,681 $8,681 $-
Sales - 4,970 4,052 4,970 918
The Vanguard Vanguard Windsor
Group* Fund
Purchases 8,662 - 8,662 8,662 -
Sales - 7,308 6,746 7,308 562
The Vanguard 500 Portfolio of the
Group* Vanguard Index Trust
Purchases 11,463 - 11,463 11,463 -
Sales - 3,927 3,301 3,927 626
The Vanguard Vanguard Retirement
Group* Savings Trust
Purchases 8,298 - 8,298 8,298 -
Sales - 7,195 7,195 7,195 -
Pacific Century Pacific Century
Financial Financial Corporation
Corporation* Stock Fund
Purchases 8,038 - 8,038 8,038 -
Sales - 12,629 8,210 12,629 4,419
*Indicates party-in-interest to the Plan.
There were no category (i), (ii) or (iv) reportable transactions during 1998.
</TABLE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-57267) pertaining to the Pacific
Century Financial Corporation Profit Sharing Plan, of our report
dated April 1, 1999, with respect to the financial statements and
schedules of the Pacific Century Financial Corporation Profit
Sharing Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
Honolulu, Hawaii
June 25, 1999
