Table of Contents

 

UNITED STATES

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, 2008

 

 

 

 

 

or

 

 

 

 

 

o

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                 to                   

 

Commission File Number: 1-6887

 

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

99-0148992

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

 

 

130 Merchant Street, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

 

1-888-643-3888

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x     No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer     x

 

Accelerated filer     o

  Non-accelerated filer  o   (Do not check if a smaller reporting company)

 

Smaller reporting company    o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of October 24, 2008, there were 47,711,974 shares of common stock outstanding.

 

 

 



Table of Contents

 

Bank of Hawaii Corporation

Form 10-Q

Index

 

 

 

Page

Part I - Financial Information

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Consolidated Statements of Income – Three and nine months ended
September 30, 2008 and 2007

2

 

 

 

 

Consolidated Statements of Condition –September 30, 2008,
December 31, 2007, and September 30, 2007

3

 

 

 

 

Consolidated Statements of Shareholders’ Equity – Nine months ended
September 30, 2008 and 2007

4

 

 

 

 

Consolidated Statements of Cash Flows – Nine months ended
September 30, 2008 and 2007

5

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

6

 

 

 

Item 2.

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

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

48

 

 

 

Item 4.

Controls and Procedures

48

 

 

 

Part II - Other Information

 

 

 

 

Item 1A.

Risk Factors

48

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

48

 

 

 

Item 5.

Other Information

48

 

 

 

Item 6.

Exhibits

48

 

 

Signatures

49

 

1



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

                 September 30,

 

       September 30,

 

(dollars in thousands, except per share amounts)

 

2008

 

2007

 

2008

 

2007

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and Fees on Loans and Leases

 

$

92,744

 

$

112,787

 

$

295,116

 

$

335,111

 

Income on Investment Securities

 

 

 

 

 

 

 

 

 

Trading

 

1,174

 

1,114

 

3,543

 

4,089

 

Available-for-Sale

 

35,152

 

33,486

 

104,724

 

96,010

 

Held-to-Maturity

 

2,870

 

3,616

 

9,142

 

11,495

 

Deposits

 

33

 

1,086

 

432

 

1,240

 

Funds Sold

 

141

 

1,103

 

1,553

 

2,694

 

Other

 

490

 

364

 

1,405

 

1,061

 

Total Interest Income

 

132,604

 

153,556

 

415,915

 

451,700

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

17,736

 

37,613

 

65,439

 

104,689

 

Securities Sold Under Agreements to Repurchase

 

7,675

 

11,726

 

25,780

 

35,277

 

Funds Purchased

 

507

 

1,654

 

1,410

 

4,029

 

Short-Term Borrowings

 

13

 

87

 

59

 

265

 

Long-Term Debt

 

3,098

 

3,920

 

10,304

 

11,869

 

Total Interest Expense

 

29,029

 

55,000

 

102,992

 

156,129

 

Net Interest Income

 

103,575

 

98,556

 

312,923

 

295,571

 

Provision for Credit Losses

 

20,358

 

4,070

 

41,957

 

10,064

 

Net Interest Income After Provision for Credit Losses

 

83,217

 

94,486

 

270,966

 

285,507

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Trust and Asset Management

 

14,193

 

15,146

 

44,739

 

47,114

 

Mortgage Banking

 

621

 

3,848

 

7,656

 

9,698

 

Service Charges on Deposit Accounts

 

13,045

 

11,919

 

37,539

 

33,958

 

Fees, Exchange, and Other Service Charges

 

16,991

 

16,465

 

50,268

 

49,082

 

Investment Securities Gains, Net

 

159

 

789

 

446

 

1,380

 

Insurance

 

5,902

 

7,446

 

18,622

 

18,548

 

Other

 

6,075

 

5,629

 

44,380

 

20,450

 

Total Noninterest Income

 

56,986

 

61,242

 

203,650

 

180,230

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and Benefits

 

46,764

 

44,944

 

148,221

 

134,937

 

Net Occupancy

 

11,795

 

10,267

 

33,581

 

29,773

 

Net Equipment

 

4,775

 

4,871

 

13,570

 

14,529

 

Professional Fees

 

3,270

 

2,369

 

8,471

 

7,511

 

Other

 

20,186

 

18,999

 

60,241

 

56,655

 

Total Noninterest Expense

 

86,790

 

81,450

 

264,084

 

243,405

 

Income Before Provision for Income Taxes

 

53,413

 

74,278

 

210,532

 

222,332

 

Provision for Income Taxes

 

6,004

 

26,499

 

57,626

 

79,489

 

Net Income

 

$

47,409

 

$

47,779

 

$

152,906

 

$

142,843

 

Basic Earnings Per Share

 

$

1.00

 

$

0.98

 

$

3.20

 

$

2.90

 

Diluted Earnings Per Share

 

$

0.99

 

$

0.96

 

$

3.17

 

$

2.86

 

Dividends Declared Per Share

 

$

0.44

 

$

0.41

 

$

1.32

 

$

1.23

 

Basic Weighted Average Shares

 

47,518,078

 

48,913,293

 

47,738,245

 

49,204,295

 

Diluted Weighted Average Shares

 

48,057,965

 

49,663,049

 

48,295,901

 

50,001,594

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

 

2



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Condition (Unaudited)

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

2007

 

Assets

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

13,845

 

$

4,870

 

$

35,471

 

Funds Sold

 

 

15,000

 

 

Investment Securities

 

 

 

 

 

 

 

Trading

 

90,993

 

67,286

 

92,831

 

Available-for-Sale

 

2,572,111

 

2,563,190

 

2,591,982

 

Held-to-Maturity (Fair value of $245,720; $287,644; and $299,191)

 

249,083

 

292,577

 

307,653

 

Loans Held for Sale

 

14,903

 

12,341

 

8,016

 

Loans and Leases

 

6,539,458

 

6,580,861

 

6,599,915

 

Allowance for Loan and Lease Losses

 

(115,498

)

(90,998

)

(90,998

)

Net Loans and Leases

 

6,423,960

 

6,489,863

 

6,508,917

 

Total Earning Assets

 

9,364,895

 

9,445,127

 

9,544,870

 

Cash and Noninterest-Bearing Deposits

 

285,762

 

368,402

 

344,267

 

Premises and Equipment

 

118,333

 

117,177

 

120,318

 

Customers’ Acceptances

 

1,250

 

1,112

 

1,967

 

Accrued Interest Receivable

 

41,061

 

45,261

 

52,652

 

Foreclosed Real Estate

 

293

 

184

 

105

 

Mortgage Servicing Rights

 

27,707

 

27,588

 

28,407

 

Goodwill

 

34,959

 

34,959

 

34,959

 

Other Assets

 

460,787

 

433,132

 

422,050

 

Total Assets

 

$

10,335,047

 

$

10,472,942

 

$

10,549,595

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Noninterest-Bearing Demand

 

$

1,592,251

 

$

1,935,639

 

$

1,894,933

 

Interest-Bearing Demand

 

1,750,297

 

1,634,675

 

1,530,982

 

Savings

 

2,738,684

 

2,630,471

 

2,711,169

 

Time

 

1,577,252

 

1,741,587

 

1,738,082

 

Total Deposits

 

7,658,484

 

7,942,372

 

7,875,166

 

Funds Purchased

 

189,700

 

75,400

 

191,900

 

Short-Term Borrowings

 

10,621

 

10,427

 

10,749

 

Securities Sold Under Agreements to Repurchase

 

1,109,431

 

1,029,340

 

1,087,511

 

Long-Term Debt (includes $120,598 carried at fair value
as of September 30, 2008)

 

204,616

 

235,371

 

235,350

 

Banker’s Acceptances

 

1,250

 

1,112

 

1,967

 

Retirement Benefits Payable

 

22,438

 

29,984

 

41,125

 

Accrued Interest Payable

 

12,702

 

20,476

 

18,526

 

Taxes Payable and Deferred Taxes

 

240,795

 

278,218

 

271,089

 

Other Liabilities

 

104,990

 

99,987

 

84,515

 

Total Liabilities

 

9,555,027

 

9,722,687

 

9,817,898

 

Shareholders’ Equity

 

 

 

 

 

 

 

Common Stock ($.01 par value; authorized 500,000,000 shares; issued / outstanding: September 2008 - 57,022,797 / 47,707,629; December 2007 - 56,995,447 / 48,589,645; and September 2007 - 57,005,602 / 49,068,275)

 

568

 

567

 

567

 

Capital Surplus

 

491,419

 

484,790

 

482,586

 

Accumulated Other Comprehensive Loss

 

(18,643

)

(5,091

)

(28,359

)

Retained Earnings

 

770,373

 

688,638

 

671,451

 

Treasury Stock, at Cost (Shares: September 2008 - 9,315,168; December 2007 - 8,405,802; and September 2007 - 7,937,327)

 

(463,697

)

(418,649

)

(394,548

)

Total Shareholders’ Equity

 

780,020

 

750,255

 

731,697

 

Total Liabilities and Shareholders’ Equity

 

$

10,335,047

 

$

10,472,942

 

$

10,549,595

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

 

3



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accum.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compre-

 

 

 

 

 

Compre-

 

 

 

 

 

Common

 

Capital

 

hensive

 

Retained

 

Treasury

 

hensive

 

(dollars in thousands)

 

Total

 

Stock

 

Surplus

 

Loss

 

Earnings

 

Stock

 

Income

 

Balance as of December 31, 2007

 

$

750,255

 

$

567

 

$

484,790

 

$

(5,091

)

$

688,638

 

$

(418,649

)

 

 

Cumulative-Effect Adjustment of a Change in Accounting Principle, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115”

 

(2,736

)

 

 

 

(2,736

)

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

152,906

 

 

 

 

152,906

 

 

$

152,906

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Unrealized Gains and Losses on Investment Securities
Available-for-Sale

 

(13,699

)

 

 

(13,699

)

 

 

(13,699

)

Amortization of Net Loss for Pension Plans and Postretirement Benefit Plan

 

147

 

 

 

147

 

 

 

147

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

139,354

 

Share-Based Compensation

 

4,480

 

 

4,480

 

 

 

 

 

 

Net Tax Benefits related to Share-Based Compensation

 

1,728

 

 

1,728

 

 

 

 

 

 

Common Stock Issued under Purchase and Equity
Compensation Plans (378,382 shares)

 

12,000

 

1

 

421

 

 

(5,075

)

16,653

 

 

 

Common Stock Repurchased (1,260,398 shares)

 

(61,701

)

 

 

 

 

(61,701

)

 

 

Cash Dividends Paid

 

(63,360

)

 

 

 

(63,360

)

 

 

 

Balance as of September 30, 2008

 

$

780,020

 

$

568

 

$

491,419

 

$

(18,643

)

$

770,373

 

$

(463,697

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2006

 

$

719,420

 

$

566

 

$

475,178

 

$

(39,084

)

$

630,660

 

$

(347,900

)

 

 

Cumulative-Effect Adjustment of a Change in Accounting Principle, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140”

 

5,126

 

 

 

5,279

 

(153

)

 

 

 

FSP No. 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction”

 

(27,106

)

 

 

 

(27,106

)

 

 

 

FIN 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109”

 

(7,247

)

 

 

 

(7,247

)

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

142,843

 

 

 

 

142,843

 

 

$

142,843

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Unrealized Gains and Losses on Investment Securities
Available-for-Sale

 

4,809

 

 

 

4,809

 

 

 

4,809

 

Amortization of Net Loss for Pension Plans and Postretirement Benefit Plan

 

637

 

 

 

637

 

 

 

637

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

148,289

 

Share-Based Compensation

 

4,464

 

 

4,464

 

 

 

 

 

 

Net Tax Benefits related to Share-Based Compensation

 

2,624

 

 

2,624

 

 

 

 

 

 

Common Stock Issued under Purchase and Equity
Compensation Plans (628,252 shares)

 

16,321

 

1

 

320

 

 

(6,611

)

22,611

 

 

 

Common Stock Repurchased (1,335,305 shares)

 

(69,259

)

 

 

 

 

(69,259

)

 

 

Cash Dividends Paid

 

(60,935

)

 

 

 

(60,935

)

 

 

 

Balance as of September 30, 2007

 

$

731,697

 

$

567

 

$

482,586

 

$

(28,359

)

$

671,451

 

$

(394,548

)

 

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

 

4



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

 

 

Nine Months Ended

 

 

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

Operating Activities

 

 

 

 

 

Net Income

 

$

152,906

 

$

142,843

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

Provision for Credit Losses

 

41,957

 

10,064

 

Depreciation and Amortization

 

10,878

 

11,006

 

Amortization of Deferred Loan and Lease Fees

 

(1,563

)

(1,354

)

Amortization and Accretion of Premiums/Discounts on Investment Securities, Net

 

1,117

 

2,250

 

Share-Based Compensation

 

4,480

 

4,464

 

Benefit Plan Contributions

 

(8,403

)

(8,404

)

Deferred Income Taxes

 

(32,559

)

(81,991

)

Net Gain on Investment Securities

 

(446

)

(1,380

)

Net Change in Trading Securities

 

(23,707

)

71,349

 

Proceeds from Sales of Loans Held for Sale

 

327,331

 

253,217

 

Originations of Loans Held for Sale

 

(329,893

)

(249,291

)

Tax Benefits from Share-Based Compensation

 

(1,813

)

(2,624

)

Net Change in Other Assets and Other Liabilities

 

(21,944

)

2,753

 

Net Cash Provided by Operating Activities

 

118,341

 

152,902

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Investment Securities Available-for-Sale:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

601,213

 

418,107

 

Proceeds from Sales

 

233,085

 

50,012

 

Purchases

 

(864,985

)

(611,015

)

Investment Securities Held-to-Maturity:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

43,184

 

63,193

 

Net Change in Loans and Leases

 

25,509

 

(28,176

)

Premises and Equipment, Net

 

(12,034

)

(5,399

)

Net Cash Provided by (Used in) Investing Activities

 

25,972

 

(113,278

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Net Change in Deposits

 

(283,888

)

(148,228

)

Net Change in Short-Term Borrowings

 

194,585

 

171,138

 

Repayments of Long-Term Debt

 

(32,425

)

(25,000

)

Tax Benefits from Share-Based Compensation

 

1,813

 

2,624

 

Proceeds from Issuance of Common Stock

 

11,998

 

16,442

 

Repurchase of Common Stock

 

(61,701

)

(69,259

)

Cash Dividends Paid

 

(63,360

)

(60,935

)

Net Cash Used in Financing Activities

 

(232,978

)

(113,218

)

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

(88,665

)

(73,594

)

Cash and Cash Equivalents at Beginning of Period

 

388,272

 

453,332

 

Cash and Cash Equivalents at End of Period

 

$

299,607

 

$

379,738

 

Supplemental Information

 

 

 

 

 

Cash Paid for:

 

 

 

 

 

Interest

 

$

110,766

 

$

160,321

 

Income Taxes

 

75,758

 

73,989

 

Non-cash Investing and Financing Activities:

 

 

 

 

 

Transfers from Investment Securities-Available-for-Sale to Trading

 

 

164,180

 

Transfers from Loans to Foreclosed Real Estate

 

174

 

243

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).

 

5



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1.  Summary of Significant Accounting Policies

 

Basis of Presentation

 

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

 

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

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.  Actual results may differ from those estimates and such differences could be material to the financial statements.

 

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

 

These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.  Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

 

Fair Value Measurements

 

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which became effective for the Company on January 1, 2008, established a framework for measuring fair value, while expanding fair value measurement disclosures.  SFAS No. 157 established a fair value hierarchy that distinguishes between independent observable inputs and unobservable inputs based on the best information available.  SFAS No. 157 expands disclosures about the use of fair value to measure assets and liabilities, the effect of these measurements on earnings for the period, and the inputs used to measure fair value.  In February 2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position (“FSP”) FAS 157-1 to exclude SFAS No. 13, “Accounting for Leases,” and its related interpretive accounting pronouncements that address leasing transactions, from the scope of SFAS No. 157.  In February 2008, the FASB also issued FSP FAS 157-2 to allow entities to electively defer the effective date of SFAS No. 157 for nonfinancial assets and liabilities, except for those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009.  The Company will apply the fair value measurement provisions of SFAS No. 157 to its nonfinancial assets and liabilities measured at fair value effective January 1, 2009.  The adoption of SFAS No. 157 had no impact on retained earnings and is not expected to have a material impact on the Company’s statements of income and condition.

 

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Table of Contents

 

Fair Value Option

 

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115,” which became effective for the Company on January 1, 2008, provides entities with an option to report selected financial assets and financial liabilities, on an instrument by instrument basis, at fair value.  On January 1, 2008, the Company elected the fair value option for its subordinated notes, which are included in long-term debt on the Company’s Consolidated Statements of Condition.  In adopting the provisions of SFAS No. 159 on January 1, 2008, the Company adjusted the carrying value of the subordinated notes to fair value and recorded an after-tax cumulative-effect adjustment to reduce retained earnings by $2.7 million.  Prospectively, the accounting for the Company’s subordinated notes at fair value is not expected to have a material impact on the Company’s statements of income and condition.

 

Loan Commitments

 

U.S. Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings,” which became effective for the Company on January 1, 2008, requires entities to include the expected net future cash flows related to the servicing of the loan in the measurement of written loan commitments that are accounted for at fair value through earnings.  The expected net future cash flows from servicing the loan that are to be included in measuring the fair value of the written loan commitment is to be determined in the same manner that the fair value of a recognized servicing asset is measured under SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.”  However, a separate and distinct servicing asset is not recognized for accounting purposes until the servicing rights have been contractually separated from the underlying loan by sale or securitization of the loan with servicing rights retained.  The impact of SAB No. 109 was to accelerate the recognition of the estimated fair value of the servicing rights related to the loan from the loan sale date to the loan commitment date.  The adoption of SAB No. 109 did not have a material impact on the Company’s statements of income and condition.

 

Future Application of Accounting Pronouncements

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - an Amendment of FASB Statement No. 133.”  SFAS No. 161 expands disclosure requirements regarding an entity’s derivative instruments and hedging activities.  Expanded qualitative disclosures that will be required under SFAS No. 161 include: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 also requires several added quantitative disclosures in financial statements.  SFAS No. 161 will be effective for the Company on January 1, 2009 and its adoption is not expected to impact the Company’s statements of income and condition.

 

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Note 2.  Pension Plans and Postretirement Benefit Plan

 

The components of net periodic benefit cost for the Company’s pension plans and the postretirement benefit plan for the three and nine months ended September 30, 2008 and 2007 are presented in the following table:

 

Pension Plans and Postretirement Benefit Plan (Unaudited)

 

 

               Pension Benefits

 

          Postretirement Benefits

 

(dollars in thousands)

 

2008

 

2007

 

2008

 

2007

 

Three Months Ended September 30,

 

 

 

 

 

 

 

 

 

Service Cost

 

$

 

$

 

$

89

 

$

178

 

Interest Cost

 

1,298

 

1,223

 

420

 

412

 

Expected Return on Plan Assets

 

(1,522

)

(1,373

)

 

 

Amortization of Prior Service Credit

 

 

 

(53

)

(50

)

Recognized Net Actuarial Losses (Gains)

 

270

 

450

 

(140

)

(75

)

Net Periodic Benefit Cost

 

$

46

 

$

300

 

$

316

 

$

465

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

Service Cost

 

$

 

$

 

$

267

 

$

488

 

Interest Cost

 

3,893

 

3,669

 

1,260

 

1,202

 

Expected Return on Plan Assets

 

(4,565

)

(4,119

)

 

 

Amortization of Prior Service Credit

 

 

 

(159

)

(150

)

Recognized Net Actuarial Losses (Gains)

 

810

 

1,350

 

(420

)

(225

)

Net Periodic Benefit Cost

 

$

138

 

$

900

 

$

948

 

$

1,315

 

 

The net periodic benefit cost for the Company’s pension plans and postretirement benefit plan are recorded as a component of salaries and benefits in the statements of income.  The expected 2008 contribution to the Company’s pension plans increased to $7.7 million from $0.7 million, as previously reported.  There were no significant changes from the previously reported $1.1 million that the Company expects to contribute to the postretirement benefit plan for the year ending December 31, 2008.  For the three and nine months ended September 30, 2008, the Company contributed $7.1 million and $7.5 million, respectively, to its pension plans.  For the three and nine months ended September 30, 2008, the Company contributed $0.2 million and $0.9 million, respectively, to its postretirement benefit plan.

 

Note 3.  Business Segments

 

The Company’s business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury.  The Company’s internal management accounting process measures the performance of the business segments based on the management structure of the Company.  This process, which is not necessarily comparable with similar information for any other financial institution, uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the provision for credit losses, and capital.  This process is dynamic and requires certain allocations based on judgment and other subjective factors.  Unlike financial accounting, there is no comprehensive authoritative guidance for management accounting that is equivalent to GAAP.

 

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Table of Contents

 

Selected financial information for each business segment is presented below for the three and nine months ended September 30, 2008 and 2007.

 

Business Segments Selected Financial Information (Unaudited)

 

 

Retail

 

Commercial

 

Investment

 

 

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

Treasury

 

Total

 

Three Months Ended September 30, 2008 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

58,228

 

$

36,564

 

$

3,922

 

$

4,861

 

$

103,575

 

Provision for Credit Losses

 

5,475

 

13,826

 

1,089

 

(32

)

20,358

 

Net Interest Income After Provision
for Credit Losses

 

52,753

 

22,738

 

2,833

 

4,893

 

83,217

 

Noninterest Income

 

27,380

 

10,508

 

17,458

 

1,640

 

56,986

 

Noninterest Expense

 

(43,709

)

(24,488

)

(16,800

)

(1,793

)

(86,790

)

Income Before Provision for Income Taxes

 

36,424

 

8,758

 

3,491

 

4,740

 

53,413

 

Provision for Income Taxes

 

(13,478

)

(4,686

)

(1,292

)

13,452

 

(6,004

)

Allocated Net Income

 

$

22,946

 

$

4,072

 

$

2,199

 

$

18,192

 

$

47,409

 

Total Assets as of September 30, 2008

 

$

3,669,924

 

$

3,023,242

 

$

285,497

 

$

3,356,384

 

$

10,335,047

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2007 2

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

56,830

 

$

40,352

 

$

3,574

 

$

(2,200

)

$

98,556

 

Provision for Credit Losses

 

1,773

 

2,486

 

(1

)

(188

)

4,070

 

Net Interest Income (Loss) After Provision
for Credit Losses

 

55,057

 

37,866

 

3,575

 

(2,012

)

94,486

 

Noninterest Income

 

26,346

 

11,442

 

18,068

 

5,386

 

61,242

 

Noninterest Expense

 

(41,653

)

(22,430

)

(16,074

)

(1,293

)

(81,450

)

Income Before Provision for Income Taxes

 

39,750

 

26,878

 

5,569

 

2,081

 

74,278

 

Provision for Income Taxes

 

(14,707

)

(9,948

)

(2,060

)

216

 

(26,499

)

Allocated Net Income

 

$

25,043

 

$

16,930

 

$

3,509

 

$

2,297

 

$

47,779

 

Total Assets as of September 30, 2007 2

 

$

3,651,121

 

$

3,118,106

 

$

216,795

 

$

3,563,573

 

$

10,549,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2008 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

176,207

 

$

122,663

 

$

11,731

 

$

2,322

 

$

312,923

 

Provision for Credit Losses

 

15,999

 

25,704

 

1,089

 

(835

)

41,957

 

Net Interest Income After Provision
for Credit Losses

 

160,208

 

96,959

 

10,642

 

3,157

 

270,966

 

Noninterest Income

 

83,196

 

42,753

 

54,738

 

22,963

 

203,650

 

Noninterest Expense

 

(130,813

)

(72,753

)

(50,026

)

(10,492

)

(264,084

)

Income Before Provision for Income Taxes

 

112,591

 

66,959

 

15,354

 

15,628

 

210,532

 

Provision for Income Taxes

 

(41,660

)

(26,273

)

(5,681

)

15,988

 

(57,626

)

Allocated Net Income

 

$

70,931

 

$

40,686

 

$

9,673

 

$

31,616

 

$

152,906

 

Total Assets as of September 30, 2008

 

$

3,669,924

 

$

3,023,242

 

$

285,497

 

$

3,356,384

 

$

10,335,047

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2007 2

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

166,855

 

$

120,050

 

$

10,565

 

$

(1,899

)

$

295,571

 

Provision for Credit Losses

 

4,576

 

5,700

 

(1

)

(211

)

10,064

 

Net Interest Income (Loss) After Provision
for Credit Losses

 

162,279

 

114,350

 

10,566

 

(1,688

)

285,507

 

Noninterest Income

 

78,714

 

31,689

 

56,669

 

13,158

 

180,230

 

Noninterest Expense

 

(124,096

)

(67,667

)

(47,276

)

(4,366

)

(243,405

)

Income Before Provision for Income Taxes

 

116,897

 

78,372

 

19,959

 

7,104

 

222,332

 

Provision for Income Taxes

 

(43,246

)

(28,881

)

(7,385

)

23

 

(79,489

)

Allocated Net Income

 

$

73,651

 

$

49,491

 

$

12,574

 

$

7,127

 

$

142,843

 

Total Assets as of September 30, 2007 2

 

$

3,651,121

 

$

3,118,106

 

$

216,795

 

$

3,563,573

 

$

10,549,595

 

 

1  Business segment results have been revised for the three and nine months ended September 30, 2008, since reported in the Company’s Form 8-K filing on October 27, 2008.

2  Certain prior period information has been reclassified to conform to the current presentation.

 

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Table of Contents

 

Note 4.  Fair Value of Financial Assets and Liabilities

 

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  SFAS No. 157 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

 

Level 1:

Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

 

 

Level 2:

Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

 

 

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2008:

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis (Unaudited)

 

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

Active Markets for

 

Significant Other

 

Significant

 

 

 

 

 

Identical Assets

 

Observable Inputs

 

Unobservable Inputs

 

 

 

(dollars in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Investment Securities Trading

 

$

 

$

90,993

 

$

 

$

90,993

 

Investment Securities Available-for-Sale

 

678

 

2,571,433

 

 

2,572,111

 

Mortgage Servicing Rights

 

 

 

27,057

 

27,057

 

Other Assets

 

6,120

 

 

 

6,120

 

Net Derivative Assets and Liabilities

 

606

 

96

 

41

 

743

 

Total Assets at Fair Value

 

$

7,404

 

$

2,662,522

 

$

27,098

 

$

2,697,024

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

$

 

$

 

$

120,598

 

$

120,598

 

Total Liabilities at Fair Value

 

$

 

$

 

$

120,598

 

$

120,598

 

 

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Table of Contents

 

For the three and nine months ended September 30, 2008, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:

 

 

 

Investment

 

 

 

Net

 

 

 

 

 

Securities

 

Mortgage

 

Derivative

 

 

 

 

 

Available-for-

 

Servicing

 

Assets and

 

 

 

Assets (Unaudited)       (dollars in thousands)

 

Sale 1

 

Rights 2

 

Liabilities 3

 

Total

 

Three Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2008

 

$

25,016

 

$

30,272

 

$

326

 

$

55,614

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

 

(3,349

)

1,185

 

(2,164

)

Included in Other Comprehensive Income

 

(16

)

 

 

(16

)

Purchases, Sales, Issuances, and Settlements, Net

 

(25,000

)

134

 

(1,470

)

(26,336

)

Balance as of September 30, 2008

 

$

 

$

27,057

 

$

41

 

$

27,098

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains (Losses) Included in Net Income Related to Assets Still Held as of September 30, 2008

 

$

 

$

(2,894

)

$

41

 

$

(2,853

)

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term

 

 

 

 

 

 

 

Liabilities (Unaudited)        (dollars in thousands)

 

Debt 4

 

Total

 

 

 

 

 

Three Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2008

 

$

121,326

 

$

121,326

 

 

 

 

 

Unrealized Net Gains Included in Net Income

 

 

(728

)

 

(728

)

 

 

 

 

Balance as of September 30, 2008

 

$

120,598

 

$

120,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains Included in Net Income Related to Liabilities Still Held as of September 30, 2008

 

$

(728

)

$

(728

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment

 

 

 

Net

 

 

 

 

 

Securities

 

Mortgage

 

Derivative

 

 

 

 

 

Available-for-

 

Servicing

 

Assets and

 

 

 

Assets (Unaudited)        (dollars in thousands)

 

Sale 1

 

Rights 2

 

Liabilities 3

 

Total

 

Nine Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2008

 

$

218,980

 

$

27,588

 

$

113

 

$

246,681

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

 

(4,248

)

4,079

 

(169

)

Included in Other Comprehensive Income

 

1,012

 

 

 

1,012

 

Purchases, Sales, Issuances, and Settlements, Net

 

(219,992

)

3,717

 

(4,151

)

(220,426

)

Balance as of September 30, 2008

 

$

 

$

27,057

 

$

41

 

$

27,098

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains (Losses) Included in Net Income Related to Assets Still Held as of September 30, 2008

 

$

 

$

(2,241

)

$

41

 

$

(2,200

)

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term

 

 

 

 

 

 

 

Liabilities (Unaudited)        (dollars in thousands)

 

Debt 4

 

Total

 

 

 

 

 

Nine Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2008

 

$

129,032

 

$

129,032

 

 

 

 

 

Unrealized Net Gains Included in Net Income

 

(2,434

)

(2,434

)

 

 

 

 

Purchases, Sales, Issuances, and Settlements, Net

 

(6,000

)

(6,000

)

 

 

 

 

Balance as of September 30, 2008

 

$

120,598

 

$

120,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains Included in Net Income Related to Liabilities Still Held as of September 30, 2008

 

$

(2,239

)

$

(2,239

)

 

 

 

 

 

1

Unrealized gains and losses related to investment securities available-for-sale are reported as a component of other comprehensive income.

2

Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of mortgage banking income in the statement of income.

3

Realized and unrealized gains and losses related to written loan commitments are reported as a component of mortgage banking income in the statement of income.

4

Unrealized gains and losses related to long-term debt are reported as a component of other noninterest income in the statement of income.

 

There were no transfers in or out of the Company’s Level 3 financial assets and liabilities for the three and nine months ended September 30, 2008.

 

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

The Company also measures certain financial assets at fair value on a nonrecurring basis in accordance with GAAP.  For the three and nine months ended September 30, 2008, there were no adjustments to fair value for the Company’s loans held for sale and mortgage servicing rights recorded at amortized cost in accordance with GAAP.

 

Fair Value Option

 

On January 1, 2008, the Company elected the fair value option for its subordinated notes, which are included in long-term debt on the Company’s Consolidated Statements of Condition.  The table below reconciles the balance of the Company’s subordinated notes as of December 31, 2007 and January 1, 2008.

 

 

 

Balance as of

 

Net Loss

 

Balance as of

 

(Unaudited)                       (dollars in thousands)

 

December 31, 2007 1

 

Upon Adoption

 

January 1, 2008

 

Long-Term Debt

 

$

124,822

 

$

4,210

 

$

129,032

 

Pre-Tax Cumulative-Effect of Adopting the Fair Value Option

 

 

 

4,210

 

 

 

Increase in Deferred Tax Asset

 

 

 

(1,474

)

 

 

After-Tax Cumulative-Effect of Adopting the Fair Value Option

 

 

 

$

2,736

 

 

 

 

1

Includes unamortized discount and deferred costs, which were removed from the statement of condition with the cumulative-effect adjustment to adopt the provisions of SFAS No. 159 on January 1, 2008.

 

The fair value option was elected for the subordinated notes as it provided the Company with an opportunity to better manage its interest rate risk and to achieve balance sheet management flexibility.  As of September 30, 2008, the subordinated notes no longer qualified as a component of Total Capital for regulatory capital purposes, due to the maturity being within 12 months from September 30, 2008.

 

Gains and losses on the subordinated notes subsequent to the initial fair value measurement are recognized in earnings as a component of other noninterest income.  For the three and nine months ended September 30, 2008, the Company recorded a gain of $0.7 million and $2.4 million, respectively, as a result of the change in fair value of the Company’s subordinated notes.  Interest expense related to the Company’s subordinated notes continues to be measured based on contractual interest rates and reported as such in the statement of income.

 

The following reflects the difference between the fair value carrying amount of the Company’s subordinated notes and the aggregate unpaid principal amount the Company is contractually obligated to pay until maturity as of September 30, 2008.

 

 

 

 

 

 

 

Excess of Fair Value

 

 

 

Fair Value

 

Aggregate Unpaid

 

Carrying Amount

 

 

 

Carrying Amount as of

 

Principal Amount as of

 

Over Aggregate Unpaid

 

(Unaudited)                   (dollars in thousands)

 

September 30, 2008

 

September 30, 2008

 

Principal Balance

 

Long-Term Debt Reported at Fair Value

 

$

120,598

 

$

118,971

 

$

1,627

 

 

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Note 5.  Lease Transaction

 

In March 2008, the lessee in an aircraft leveraged lease exercised its early buyout option resulting in an $11.6 million pre-tax gain for the Company.  This gain on the sale of the Company’s equity interest in the lease was recorded as a component of other noninterest income in the statement of income.  This sale also resulted in a benefit for income taxes of $1.4 million from the adjustment of previously recognized tax liabilities.  After-tax gains from this transaction were $13.0 million.

 

Note 6.  Income Taxes

 

Lease In-Lease Out (“LILO”) and Sale In-Lease Out (“SILO”) Transactions

 

During the years 1998 through 2002, the Company entered into one leveraged lease transaction known as a LILO transaction and five leveraged lease transactions known as SILO transactions.  In August 2008, the Internal Revenue Service (the “IRS”) publicly released a general settlement initiative for identified participants, including the Company, in LILO and SILO transactions that would disallow 80% of previously claimed income tax deductions through December 31, 2007 but offered relief from penalties that might have otherwise been imposed.  The Company accepted the settlement initiative from the IRS in October 2008.  In accordance with the terms of the settlement initiative, the Company will consider December 31, 2008 to be the deemed termination date of the SILO transactions for income tax purposes. With the effective settlement of the SILO transactions at a disallowance percentage of less than its original estimate, the Company recalculated the total and periodic income from the SILO transactions from the inception of the lease through December 31, 2008.  The Company remeasured its income tax liabilities in accordance with FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” and its lease financing interest income in accordance with SFAS No. 13 and recorded a net gain of $8.9 million in September 2008.  This amount was comprised of a $4.0 million decrease to lease financing interest income and a $12.9 million credit to the provision for income taxes.

 

The Company previously reached an agreement with the IRS in June 2007 as to the terms of the settlement of the issues related to the Company’s LILO transaction.  As a result, the general settlement initiative released by the IRS in August 2008 had no impact on the LILO transaction which had previously been effectively settled.

 

As a result of the Company accepting the settlement initiative from the IRS related to the SILO transactions, the Company decreased its liability for unrecognized tax benefits (“UTBs”) by $115.5 million during the three months ended September 30, 2008.  As of September 30, 2008, all of the $14.1 million in the Company’s remaining liability for UTBs was related to UTBs that if reversed would have an impact on the Company’s effective tax rate.

 

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Table of Contents

 

Effective Tax Rate

 

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate for the three and nine months ended September 30, 2008 and 2007.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Unaudited)

 

2008

 

2007

 

2008

 

2007

 

Statutory Federal Income Tax Rate

 

35.00

%

35.00

%

35.00

%

35.00

%

Increase (Decrease) in Tax Rate Resulting From:

 

 

 

 

 

 

 

 

 

State Income Tax, Net of Federal Income Tax

 

5.47

 

3.13

 

4.95

 

3.54

 

Foreign Tax Credits

 

 

(1.07

)

 

(1.08

)

Low Income Housing Investments

 

(0.14

)

(0.14

)

(0.19

)

(0.14

)

Bank-Owned Life Insurance

 

(1.59

)

(0.92

)

(1.04

)

(0.91

)

Leveraged Leases

 

(23.80

)

(0.08

)

(9.69

)

(0.36

)

Other

 

(3.70

)

(0.24

)

(1.66

)

(0.30

)

Effective Tax Rate

 

11.24

%

35.68

%

27.37

%

35.75

%

 

The lower effective tax rate for the three months ended September 30, 2008 compared to the three months ended September 30, 2007 was primarily due to the SILO deemed termination gain.  The lower effective tax rate for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007 was also due to the SILO deemed termination gain and the sale of the Company’s equity interest in an aircraft leveraged lease in March 2008.  The pre-tax gain from the aircraft sale would have resulted in an income tax expense of approximately $4.6 million, based on statutory income tax rates.  However, due to the timing of the sale of the Company’s equity interest and the adjustment of previously recognized income tax liabilities, this transaction resulted in a $1.4 million income tax benefit to the Company.  As a result, the total income tax benefit from this transaction was approximately $6.0 million.  The income tax benefit from both of these transactions is reflected in the leveraged leases line item in the table above.

 

Note 7.  Contingencies

 

Parent Support of Money Market Mutual Fund

 

The Bank provides investment advisory services to the Pacific Capital Funds’ family of mutual funds.  Due to the illiquidity and turmoil in the credit markets and money market mutual fund industry in the three months ended September 30, 2008, three investments made by the Pacific Capital Cash Assets Trust Fund (the “Fund”), an SEC registered money market mutual fund regulated under Rule 2a-7 of the Investment Company Act of 1940, measured at fair market value which was estimated at less than amortized cost during this period.  For the three months ended September 30, 2008, the Parent pledged overnight support to the Fund on 11 days in amounts ranging from $0.7 million to $8.0 million in order to maintain the asset value of the Fund at a minimum of $1.00.  As of September 30, 2008, the Parent’s pledge to the Fund was $2.3 million.  This support was not contractually required and was provided at the sole discretion of the Parent.  As of September 30, 2008, management does not believe that the Parent will absorb the majority of the expected future risks associated with the Fund’s assets, including interest rate, liquidity, credit, and other relevant risks that are expected to impact the value of the underlying assets of the Fund.  As a result, as of September 30, 2008, management believes that on-balance sheet accounting treatment for the supported Fund is not required.

 

During October 2008, the Parent continued to pledge overnight support to the Fund in amounts within the range noted above.  As of October 24, 2008, the Parent’s pledge to the Fund was $1.9 million.

 

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Table of Contents

 

Visa Litigation

 

In October 2007, Visa, Inc. (“Visa”) announced that it had completed a series of restructuring transactions in preparation for its initial public offering (“IPO”) planned for the first quarter of 2008.  As part of this restructuring, the Company received approximately 0.9 million shares of restricted Class USA stock in Visa in exchange for the Company’s membership interests.  The Company did not recognize a gain or loss upon the receipt of Class USA shares in October 2007.  Visa completed its IPO in March 2008, resulting in the conversion of the Company’s Class USA shares to approximately 0.8 million shares of Class B common stock in Visa.  Visa exercised its option to mandatorily redeem approximately 0.3 million shares of the Company’s Class B common stock in Visa in exchange for cash, which resulted in the Company recording a $13.7 million gain in other noninterest income in the first quarter of 2008.  The Company’s remaining Class B shares (approximately 0.5 million) in Visa are restricted for a period of three years after the IPO or upon settlement of litigation claims, whichever is later.  The Company has not recognized a gain or loss on the remaining Class B shares in Visa.  Concurrent with its IPO, Visa funded an escrow account to cover litigation claims and settlements as discussed below.

 

In November 2007, Visa announced that it had reached an agreement with American Express, related to its claim that Visa and its member banks had illegally blocked American Express from the bank-issued card business in the United States.  The Company was not a named defendant in the lawsuit and, therefore, was not directly liable for any amount of the settlement.  However, according to an interpretation of Visa’s by-laws, the Company and other Visa U.S.A., Inc. (a wholly-owned subsidiary of Visa) members are obligated to indemnify Visa for certain losses, including the settlement of the American Express matter.  The Company’s indemnification obligation is limited to its proportionate interest in Visa U.S.A., Inc.  In December 2007, as a result of Visa’s agreement with American Express, the Company established a liability of $4.3 million for this indemnification obligation.  However, as a result of Visa’s IPO and funding of the escrow account, the Company reversed the $4.3 million liability previously established and recorded a credit to other noninterest expense in March 2008.

 

Other litigation covered by the Company’s indemnification of Visa and expected to be settled from the escrow account include: 1) a lawsuit filed by Discover Financial Services, Inc. (“Discover”) claiming that Visa prevented banks from issuing payment cards on the Discover network; 2) class action lawsuits filed on behalf of merchants who accept payment cards against Visa U.S.A., Inc. claiming that the setting of interchange is unlawful, among other claims; and 3) a consumer class action lawsuit against Visa U.S.A., Inc., Visa International, and MasterCard alleging unfair competition.  In December 2007, the Company established a liability of $1.3 million related to the indemnification of Visa in the Discover lawsuit.  However, as a result of Visa’s IPO and funding of the escrow account, the Company reversed the $1.3 million liability previously established and recorded a credit to other noninterest expense in March 2008.  Our indemnification of Visa, related to the costs of the class action lawsuits, if any, is expected to be funded from the Visa escrow account prior to any additional liability being incurred by the Company.

 

In October 2008, Visa announced a settlement of approximately $1.9 billion with Discover, which is subject to approval by Visa’s former U.S. member financial institutions.  Management is in the process of analyzing the terms of the settlement and potential impact to the Company.

 

In addition to the Visa litigation, the Company is subject to various other pending and threatened legal proceedings arising out of the normal course of business or operations.  Management believes that current legal reserves are adequate and the amount of an incremental liability, if any, arising from these matters is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

 

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Table of Contents


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

 

Forward-Looking Statements

 

This report contains, and other written or oral statements made by the Company may contain, forward-looking statements concerning, among other things, the economic and business environment in our service area and elsewhere, credit quality, and other financial and business matters in future periods.  Our forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate and actual results may differ materially from those projected because of a variety of risks and uncertainties, including, but not limited to: 1) general economic conditions are less favorable than expected; 2) competitive pressure among financial services and products; 3) the impact of legislation and the regulatory environment; 4) fiscal and monetary policies of the markets in which we operate; 5) actual or alleged conduct which could harm our reputation; 6) changes in accounting standards; 7) changes in tax laws or regulations or the interpretation of such laws and regulations; 8) changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses; 9) changes in market interest rates that may affect our credit markets and ability to maintain our net interest margin; 10) unpredicted costs and other consequences of legal or regulatory matters involving the Company; 11) changes to the amount and timing of proposed common stock repurchases; and 12) geopolitical risk, military or terrorist activity, natural disaster, adverse weather, public health, and other conditions impacting us and our customers’ operations.  For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, refer to the section entitled “Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent periodic and current reports, filed with the U.S. Securities and Exchange Commission (the “SEC”).  Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements.  We do not undertake an obligation to update forward-looking statements to reflect later events or circumstances.

Overview

 

General

 

Bank of Hawaii Corporation (the “Parent”) is a bank holding company headquartered in Honolulu, Hawaii.  The Parent’s principal and only operating subsidiary is Bank of Hawaii (the “Bank”).

 

The Bank, directly and through its subsidiaries, provides a broad range of financial services and products primarily to customers in Hawaii and the Pacific Islands (Guam, nearby islands, and American Samoa).  References to “we,” “our,” “us,” or the “Company,” refer to the holding company and its subsidiaries that are consolidated for financial reporting purposes.

 

2007+ Plan

 

Our governing objective is to maximize shareholder value over time.

 

In January 2007, we introduced our 2007+ Plan (“Plan”) to our shareholders, customers, and employees.  Our Plan, which we continue to follow in 2008, focuses on five strategic themes:

 

·      Growth

 

·      Integration

 

·      People

 

·      Brand

 

·      Discipline


 

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Table of Contents


Plan Financial Objectives and Financial Results

 

Our Plan was prepared with the expectation that economic growth in Hawaii could slow in 2007 and beyond.  Our Plan was based on assumptions of moderate growth in revenues and consistent, positive operating leverage.  Our Plan also allowed us to adjust for economic softness as we became increasingly conservative in 2008.  Our Plan is to grow with the markets that we serve, while maintaining our conservative risk profile.  The following summarizes our Plan financial objectives compared with our financial results for the first nine months of 2008:

 

Plan Financial Objectives and Financial Results

 

 

Plan

 

Nine Months

 

Performance

 

Financial

 

Ended

 

Ratios

 

Objectives

 

Sept. 30, 2008

 

Average ROA

 

Above 1.70%

 

1.95%

 

Average ROE

 

Above 25.00%

 

26.26%

 

Efficiency Ratio

 

Approaching 50.00%

 

51.12%

 

Operating Leverage

 

Positive

 

8.65%

 

 

We achieved our primary performance objectives for the first nine months of 2008, in spite of a slowing economy in Hawaii and the Mainland U.S.

 

The following transactions affected our financial results for the third quarter of 2008 compared to the same period in 2007:

 

·

$5.0 million increase in net interest income, despite a $4.0 million decrease in lease financing interest income due to our acceptance of the settlement initiative from the Internal Revenue Service (the “IRS”) related to our Sale-In Lease-Out (“SILO”) transactions;

·

$16.3 million increase in the provision for credit losses (the “Provision”). The Provision was recorded to maintain the allowance for loan and lease losses (the “Allowance”) at levels adequate to cover our estimate of probable credit losses as of September 30, 2008. The increase in the Allowance was primarily due to heightened risk in three specific loan exposures and to general risk from the weakening economy in Hawaii and the Mainland U.S.; and

 

·

$20.5 million decrease in the provision for income taxes primarily as a result of a $12.9 million benefit for income taxes due to our acceptance of the settlement initiative from the IRS related to our SILO transactions.

 

Our strong financial performance for the first nine months of 2008 was primarily due to a $17.4 million increase in net interest income.  Our performance was enhanced by two transactions recorded in the first quarter of 2008:

 

·

$13.7 million pre-tax gain resulting from the mandatory redemption of our Visa, Inc. (“Visa”) shares, as well as a $5.6 million reversal of previously recorded contingency accruals related to Visa legal matters; and

·

$11.6 million pre-tax gain resulting from the sale of our equity interest in an aircraft lease.  This sale also resulted in a net benefit for income taxes from the adjustment of previously recognized tax liabilities.  After-tax gains from this transaction were $13.0 million.

 

For the first nine months of 2008 compared to the same period in 2007, the increase in net interest income and the effect of the two transactions noted above were partially offset by the following:

 

·

$31.9 million increase in the Provision was recorded to maintain the Allowance at levels adequate to cover our estimate of probable credit losses as of September 30, 2008;

·

$9.2 million increase in incentive compensation expense for employees related to cash awards to encourage the purchase of our stock and other earnings-based incentive compensation;

·

$3.0 million increase in our reserves for contingencies, which reflects our on-going evaluation of potential losses related to pending litigation, claims, and assessments; and

·

$2.3 million increase in our contributions to the Bank of Hawaii Charitable Foundation and other charitable organizations.

 


 

 

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Table of Contents

 

Table 1 presents our financial highlights for the three and nine months ended September 30, 2008 and 2007 and as of September 30, 2008, December 31, 2007, and September 30, 2007.

 

Financial Highlights (Unaudited)

Table 1

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands, except per share amounts)

 

2008

 

2007

 

2008

 

2007

 

For the Period:

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

103,575

 

$

98,556

 

$

312,923

 

$

295,571

 

Provision for Credit Losses

 

20,358

 

4,070

 

41,957

 

10,064

 

Total Noninterest Income

 

56,986

 

61,242

 

203,650

 

180,230

 

Total Noninterest Expense

 

86,790

 

81,450

 

264,084

 

243,405

 

Net Income

 

47,409

 

47,779

 

152,906

 

142,843

 

Basic Earnings Per Share

 

1.00

 

0.98

 

3.20

 

2.90

 

Diluted Earnings Per Share

 

0.99

 

0.96

 

3.17

 

2.86

 

Dividends Declared Per Share

 

0.44

 

0.41

 

1.32

 

1.23

 

 

 

 

 

 

 

 

 

 

 

Net Income to Average Total Assets

 

1.82

%

1.79

%

1.95

%

1.82

%

Net Income to Average Shareholders’ Equity

 

24.17

 

26.02

 

26.26

 

26.43

 

Efficiency Ratio 1

 

54.05

 

50.97

 

51.12

 

51.16

 

Operating Leverage 2

 

(12.02

)

1.65

 

8.65

 

2.97

 

Net Interest Margin 3

 

4.33

 

4.03

 

4.30

 

4.07

 

Dividend Payout Ratio 4

 

44.00

 

41.84

 

41.25

 

42.41

 

Effective Tax Rate

 

11.24

 

35.68

 

27.37

 

35.75

 

 

 

 

 

 

 

 

 

 

 

Average Loans and Leases

 

$

6,512,453

 

$

6,570,261

 

$

6,543,871

 

$

6,554,979

 

Average Assets

 

10,339,490

 

10,576,565

 

10,495,367

 

10,480,803

 

Average Deposits

 

7,772,535

 

8,015,594

 

7,893,972

 

7,916,061

 

Average Shareholders’ Equity

 

780,334

 

728,372

 

777,650

 

722,522

 

Average Shareholders’ Equity to Average Assets

 

7.55

%

6.89

%

7.41

%

6.89

%

 

 

 

 

 

 

 

 

 

 

Market Price Per Share of Common Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing

 

$

53.45

 

$

52.85

 

$

53.45

 

$

52.85

 

High

 

70.00

 

55.84

 

70.00

 

55.84

 

Low

 

37.46

 

46.05

 

37.46

 

46.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

 

 

 

2008

 

2007

 

2007

 

As of Period End:

 

 

 

 

 

 

 

 

 

Loans and Leases

 

 

 

$

6,539,458

 

$

6,580,861

 

$

6,599,915

 

Total Assets

 

 

 

10,335,047

 

10,472,942

 

10,549,595

 

Total Deposits

 

 

 

7,658,484

 

7,942,372

 

7,875,166

 

Long-Term Debt

 

 

 

204,616

 

235,371

 

235,350

 

Total Shareholders’ Equity

 

 

 

780,020

 

750,255

 

731,697

 

 

 

 

 

 

 

 

 

 

 

Non-Performing Assets

 

 

 

$

5,927

 

$

5,286

 

$

4,260

 

 

 

 

 

 

 

 

 

 

 

Allowance to Loans and Leases Outstanding

 

 

 

1.77

%

1.38

%

1.38

%

Leverage Ratio 5

 

 

 

7.27

 

7.02

 

6.92

 

 

 

 

 

 

 

 

 

 

 

Book Value Per Common Share

 

 

 

$

16.35

 

$

15.44

 

$

14.91

 

 

 

 

 

 

 

 

 

 

 

Full-Time Equivalent Employees

 

 

 

2,573

 

2,594

 

2,572

 

Branches and Offices

 

 

 

84

 

83

 

83

 

 

1 

Efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and total noninterest income).

2 

Operating leverage is defined as the percentage change in income before the provision for credit losses and the provision for income taxes. Measures are presented on a linked quarter basis.

3 

Net interest margin is defined as net interest income, on a taxable equivalent basis, as a percentage of average earning assets.

4 

Dividend payout ratio is defined as dividends declared per share divided by basic earnings per share.

5 

Leverage ratio as of December 31, 2007 and September 30, 2007 was corrected from 7.04% and 6.95%, respectively.

 

18



Table of Contents


Recent Government Initiatives

 

The Federal government and organizations have announced a number of programs to relieve distress in the financial markets, including the Emergency Economic Stabilization Act of 2008. We are evaluating the programs to determine our level of participation, if any.

 

Recent Accounting Changes

 

We applied the provisions of the following new accounting pronouncements on January 1, 2008:

 

·

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements;”

 

 

·

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115;” and

 

 

·

SEC Staff Accounting Bulletin (“SAB”) No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings.”

 

SFAS No. 157 had no impact on retained earnings and is not expected to have a material impact on our statements of income and condition.  We have not made material changes to our valuation methodologies as previously disclosed in our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.  Our financial assets and liabilities do not require the use of a significant amount of unobservable (Level 3) inputs to estimate fair value.

 

SFAS No. 159 had the effect of reducing retained earnings by $2.7 million as of January 1, 2008, as we elected the fair value option for our subordinated notes.  See Notes 1 and 4 to our Consolidated Financial Statements (Unaudited) for more information on our application of SFAS No. 157 and 159.

 

SAB No. 109 had the effect of accelerating gain recognition of the estimated fair value of the servicing rights related to the loan from the loan sale date to the loan commitment date.  The implementation of SAB No. 109 did not have a material impact on our statements of income and condition.


 

19



Table of Contents

 

Analysis of Statements of Income

 

Net Interest Income

 

Average balances, related income and expenses, and resulting yields and rates, on a taxable equivalent basis, are presented in Table 2 for the three and nine months ended September 30, 2008 and 2007.  An analysis of the change in net interest income, on a taxable equivalent basis, for the first nine months of 2008 compared to the same period in 2007, is presented in Table 3.

 

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

 

Table 2

 

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

 

 

 

September 30, 2008

 

September 30, 2007 1

 

September 30, 2008

 

September 30, 2007 1

 

 

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

(dollars in millions)

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

6.4

 

$

 

2.06

%

$

79.8

 

$

1.1

 

5.35

%

$

22.2

 

$

0.4

 

2.56

%

$

31.1

 

$

1.2

 

5.29

%

Funds Sold

 

28.4

 

0.1

 

1.96

 

86.2

 

1.1

 

5.01

 

82.6

 

1.6

 

2.47

 

69.3

 

2.7

 

5.12

 

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading

 

92.6

 

1.2

 

5.07

 

111.3

 

1.1

 

4.00

 

95.3

 

3.5

 

4.96

 

136.6

 

4.1

 

3.99

 

Available-for-Sale

 

2,601.2

 

35.4

 

5.44

 

2,556.7

 

33.7

 

5.28

 

2,627.5

 

105.5

 

5.35

 

2,499.3

 

96.7

 

5.16

 

Held-to-Maturity

 

255.4

 

2.9

 

4.50

 

318.0

 

3.6

 

4.55

 

270.1

 

9.1

 

4.51

 

339.3

 

11.5

 

4.52

 

Loans Held for Sale

 

6.6

 

0.1

 

6.34

 

7.3

 

0.1

 

6.78

 

8.8

 

0.4

 

5.79

 

9.4

 

0.5

 

6.41

 

Loans and Leases 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

1,049.7

 

13.8

 

5.23

 

1,048.9

 

19.7

 

7.45

 

1,058.5

 

44.6

 

5.64

 

1,059.3

 

59.0

 

7.45

 

Commercial Mortgage

 

695.3

 

10.5

 

6.04

 

627.8

 

10.8

 

6.82

 

669.2

 

31.1

 

6.21

 

621.5

 

31.7

 

6.82

 

Construction

 

161.4

 

2.3

 

5.67

 

262.2

 

5.3

 

8.00

 

179.4

 

8.2

 

6.09

 

253.9

 

15.1

 

7.97

 

Commercial Lease Financing

 

472.9

 

0.2

 

0.15

 

479.4

 

3.6

 

2.98

 

473.8

 

8.3

 

2.33

 

467.7

 

11.0

 

3.15

 

Residential Mortgage

 

2,500.0

 

37.8

 

6.04

 

2,502.2

 

38.5

 

6.15

 

2,509.5

 

114.5

 

6.09

 

2,499.4

 

114.9

 

6.13

 

Home Equity

 

975.3

 

14.2

 

5.79

 

946.2

 

18.3

 

7.67

 

971.6

 

44.3

 

6.09

 

943.3

 

53.9

 

7.64

 

Automobile

 

403.6

 

8.2

 

8.09

 

433.0

 

9.0

 

8.23

 

421.7

 

25.7

 

8.14

 

427.9

 

26.1

 

8.16

 

Other 3

 

254.3

 

5.6

 

8.80

 

270.6

 

7.5

 

11.05

 

260.2

 

18.0

 

9.22

 

282.0

 

22.9

 

10.85

 

Total Loans and Leases

 

6,512.5

 

92.6

 

5.67

 

6,570.3

 

112.7

 

6.82

 

6,543.9

 

294.7

 

6.01

 

6,555.0

 

334.6

 

6.82

 

Other

 

79.6

 

0.5

 

2.46

 

79.4

 

0.4

 

1.83

 

79.6

 

1.4

 

2.35

 

79.4

 

1.1

 

1.78

 

Total Earning Assets 4

 

9,582.7

 

132.8

 

5.53

 

9,809.0

 

153.8

 

6.25

 

9,730.0

 

416.6

 

5.71

 

9,719.4

 

452.4

 

6.21

 

Cash and Noninterest-Bearing Deposits

 

274.3

 

 

 

 

 

285.3

 

 

 

 

 

280.4

 

 

 

 

 

290.3

 

 

 

 

 

Other Assets

 

482.5

 

 

 

 

 

482.3

 

 

 

 

 

485.0

 

 

 

 

 

471.1

 

 

 

 

 

Total Assets

 

$

10,339.5

 

 

 

 

 

$

10,576.6

 

 

 

 

 

$

10,495.4

 

 

 

 

 

$

10,480.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand

 

$

1,827.9

 

1.5

 

0.32

 

$

1,557.7

 

4.0

 

1.01

 

$

1,686.9

 

4.9

 

0.39

 

$

1,580.2

 

12.3

 

1.04

 

Savings

 

2,755.4

 

6.3

 

0.91

 

2,837.5

 

15.9

 

2.23

 

2,750.9

 

22.1

 

1.07

 

2,702.5

 

41.1

 

2.03

 

Time

 

1,594.8

 

9.9

 

2.48

 

1,742.0

 

17.7

 

4.03

 

1,662.6

 

38.4

 

3.09

 

1,727.3

 

51.3

 

3.97

 

Total Interest-Bearing Deposits

 

6,178.1

 

17.7

 

1.14

 

6,137.2

 

37.6

 

2.43

 

6,100.4

 

65.4

 

1.43

 

6,010.0

 

104.7

 

2.33

 

Short-Term Borrowings

 

116.7

 

0.5

 

1.74

 

138.8

 

1.8

 

4.91

 

86.0

 

1.5

 

2.25

 

112.0

 

4.3

 

5.06

 

Securities Sold Under Agreements to Repurchase

 

1,077.4

 

7.7

 

2.80

 

1,016.5

 

11.7

 

4.54

 

1,100.5

 

25.8

 

3.10

 

1,042.1

 

35.2

 

4.49

 

Long-Term Debt

 

205.1

 

3.1

 

6.04

 

251.9

 

3.9

 

6.22

 

223.0

 

10.3

 

6.16

 

257.5

 

11.9

 

6.15

 

Total Interest-Bearing Liabilities

 

7,577.3

 

29.0

 

1.52

 

7,544.4

 

55.0

 

2.89

 

7,509.9

 

103.0

 

1.83

 

7,421.6

 

156.1

 

2.81

 

Net Interest Income

 

 

 

$

103.8

 

 

 

 

 

$

98.8

 

 

 

 

 

$

313.6

 

 

 

 

 

$

296.3

 

 

 

Interest Rate Spread

 

 

 

 

 

4.01

%

 

 

 

 

3.36

%

 

 

 

 

3.88

%

 

 

 

 

3.40

%

Net Interest Margin

 

 

 

 

 

4.33

%

 

 

 

 

4.03

%

 

 

 

 

4.30

%

 

 

 

 

4.07

%

Noninterest-Bearing Demand Deposits

 

1,594.4

 

 

 

 

 

1,878.4

 

 

 

 

 

1,793.5

 

 

 

 

 

1,906.0

 

 

 

 

 

Other Liabilities

 

387.5

 

 

 

 

 

425.4

 

 

 

 

 

414.3

 

 

 

 

 

430.7

 

 

 

 

 

Shareholders’ Equity

 

780.3

 

 

 

 

 

728.4

 

 

 

 

 

777.7

 

 

 

 

 

722.5

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

10,339.5

 

 

 

 

 

$

10,576.6

 

 

 

 

 

$

10,495.4

 

 

 

 

 

$

10,480.8

 

 

 

 

 

 

Certain prior period information has been reclassified to conform to the current presentation.

Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.

Comprised of other consumer revolving credit, installment, and consumer lease financing.

Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $234,000 and $237,000 for the three months ended September 30, 2008 and 2007, respectively, and $711,000 and $686,000 for the nine months ended September 30, 2008 and 2007, respectively.

 

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

Table  3

 

 

 

Nine Months Ended September 30, 2008

 

 

 

Compared to September 30, 2007

 

(dollars in millions)

 

Volume 1

 

Rate 1

 

Time 1

 

Total

 

Change in Interest Income:

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

(0.3

)

$

(0.5

)

$

 

$

(0.8

)

Funds Sold

 

0.5

 

(1.6

)

 

(1.1

)

Investment Securities

 

 

 

 

 

 

 

 

 

Trading

 

(1.4

)

0.8

 

 

(0.6

)

Available-for-Sale

 

5.1

 

3.7

 

 

8.8

 

Held-to-Maturity

 

(2.4

)

 

 

(2.4

)

Loans Held for Sale

 

 

(0.1

)

 

(0.1

)

Loans and Leases

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

(0.1

)

(14.5

)

0.2

 

(14.4

)

Commercial Mortgage

 

2.3

 

(3.0

)

0.1

 

(0.6

)

Construction

 

(3.9

)

(3.1

)

0.1

 

(6.9

)

Commercial Lease Financing

 

0.1

 

(2.8

)

 

(2.7

)

Residential Mortgage

 

0.4

 

(0.8

)

 

(0.4

)

Home Equity

 

1.6

 

(11.4

)

0.2

 

(9.6

)

Automobile

 

(0.4

)

(0.1

)

0.1

 

(0.4

)

Other 2

 

(1.7

)

(3.3

)

0.1

 

(4.9

)

Total Loans and Leases

 

(1.7

)

(39.0

)

0.8

 

(39.9

)

Other

 

 

0.3

 

 

0.3

 

Total Change in Interest Income

 

(0.2

)

(36.4

)

0.8

 

(35.8

)

 

 

 

 

 

 

 

 

 

 

Change in Interest Expense:

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

 

 

Demand

 

0.8

 

(8.2

)

 

(7.4

)

Savings

 

0.7

 

(19.9

)

0.2

 

(19.0

)

Time

 

(1.9

)

(11.2

)

0.2

 

(12.9

)

Total Interest-Bearing Deposits

 

(0.4

)

(39.3

)

0.4

 

(39.3

)

Short-Term Borrowings

 

(0.8

)

(2.0

)

 

(2.8

)

Securities Sold Under Agreements to Repurchase

 

1.9

 

(11.4

)

0.1

 

(9.4

)

Long-Term Debt

 

(1.6

)

 

 

(1.6

)

Total Change in Interest Expense

 

(0.9

)

(52.7

)

0.5

 

(53.1

)

 

 

 

 

 

 

 

 

 

 

Change in Net Interest Income

 

$

0.7

 

$

16.3

 

$

0.3

 

$

17.3

 

 

1 

The changes for each category of interest income and expense are allocated between the portion of changes attributable to the variance in volume, rate, and time for that category.

2 

Comprised of other consumer revolving credit, installment, and consumer lease financing.

 


The increase in net interest income, on a taxable equivalent basis, and net interest margin was the result of lower funding costs and the effects of a steeper yield curve in 2008.

 

Rates paid on interest-bearing deposits decreased by 129 basis points in the third quarter of 2008 and by 90 basis points in the first nine months of 2008 compared to the same periods in 2007.  Also contributing to our lower funding costs was a decrease in rates paid on securities sold under agreements to repurchase by 174 basis points in the third quarter of 2008 and by 139 basis points in the first nine months of 2008 compared to the same periods in 2007.  The decrease in our funding costs was reflective of lower short-term interest rates in 2008

compared to 2007.  Yields on our available-for-sale investment securities were 16 basis points higher in the third quarter of 2008 and 19 basis points higher in the first nine months of 2008 compared to the same periods in 2007.  These increases reflected our ability to reinvest funds in higher yielding investment securities, due to favorable movements in interest rates.  Partially offsetting the decrease in our funding costs and higher yields on our available-for-sale investment securities was a decrease in yields on our loans and leases, in all categories.  Yields on our loans and leases decreased by 115 basis points in the third quarter of 2008 and by 81 basis points in the first nine months of 2008 compared to the

 


 

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Table of Contents


same periods in 2007.  Lower yields in our commercial and industrial, construction, and home equity loans in the third quarter and first nine months of 2008 compared to the same periods in 2007 were primarily driven by the decline in short-term interest rates over this period.  Yields on our commercial lease financing portfolio decreased by 283 basis points in the third quarter of 2008 and by 82 basis points in the first nine months of 2008 compared to the same periods in 2007.  This decrease was primarily due to a $4.0 million reduction in lease financing interest income as a result of recording the effective settlement of our SILO transactions in September 2008.  See Note 6 to the Consolidated Financial Statements (Unaudited) for more information on the effective settlement of our SILO transactions.

 

Average deposit balances decreased by $243.1 million in the third quarter of 2008 and by $22.1 million in the first nine months of 2008 compared to the same periods in 2007.  Lower average customer deposit balances were partially offset by an increase in alternative funding sources.  Average balances in securities sold under agreements to repurchase increased by $60.9 million in the third quarter of 2008 and by $58.4 million in the first nine months of 2008 compared to the same periods in 2007.  Average loans and leases decreased by $57.8 million in the third quarter of 2008 and by $11.1 million in the first nine months of 2008 compared to the same periods in 2007.  The decrease in average loan and lease balances were primarily due to a decrease in construction financing, reflective of construction projects nearing completion.  While we continue to identify lending opportunities in the markets that we serve, we maintain a disciplined underwriting approach to these opportunities.

 

Provision for Credit Losses

 

The Provision reflects our judgment of the expense or benefit necessary to maintain the appropriate amount of the Allowance.  We maintain the Allowance at levels adequate to absorb our estimate of probable credit losses estimated at the end of the reporting period.  The Allowance is determined through detailed quarterly analyses of our loan and lease portfolio.  The Allowance is based on our loss experience, changes in the economic environment, as well as an ongoing

assessment of our credit quality.  We recorded a Provision of $20.4 million for the third quarter of 2008 compared to a Provision of $4.1 million for the same period in 2007.  We recorded a Provision of $42.0 million for the first nine months of 2008 compared to a Provision of $10.1 million for the same period in 2007.  The higher Provision recorded in the third quarter of 2008 compared to the same period in 2007, a result of our quarterly evaluation of the adequacy of the Allowance, was primarily due to heightened risk in three specific loan exposures and to general risk from the weakening economy in Hawaii and the Mainland U.S.  The higher Provision recorded in the first nine months of 2008 compared to the same period in 2007 also reflects increased risk in our small business and unsecured consumer lending portfolios.  Our commercial aircraft leasing portfolio, in particular, has been adversely affected by high oil prices.  For further discussion on the Allowance, see the “Corporate Risk Profile – Reserve for Credit Losses” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

 

Noninterest Income

 

Noninterest income decreased by $4.3 million or 7% in the third quarter of 2008 and increased by $23.4 million or 13% in the first nine months of 2008 compared to the same periods in 2007.  The results for the first nine months of 2008 were significantly impacted by the previously mentioned Visa transaction and from the sale of our equity interest in an aircraft lease.

 

Trust and asset management income decreased by $1.0 million or 6% in the third quarter of 2008 compared to the same period in 2007, primarily due to a $0.7 million decrease in fees from accounts under management, which were adversely affected by the decline in the equity markets over this period.  Trust and asset management income decreased by $2.4 million or 5% in the first nine months of 2008 compared to the same period in 2007, primarily due to a similar decrease in fees from accounts under management.  Total trust assets under administration were $11.3 billion as of September 30, 2008 and $13.1


 

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Table of Contents


billion as of September 30, 2007.  Trust and asset management income is expected to continue to fluctuate based in part on the value of trust assets under administration and customer activity.

Table 4 presents the components of mortgage banking income for the third quarter and first nine months of 2008 and 2007.


 

Mortgage Banking (Unaudited)

 

 

 

Table 4

 

 

 

Three Months Ended

 

         Nine Months Ended

 

 

 

September 30,  

 

September 30, 

 

(dollars in thousands)

 

2008

 

2007

 

2008

 

2007

 

Mortgage Origination and Servicing Activities
Servicing Income

 

$

1,602

 

$

1,471

 

$

4,681

 

$

4,509

 

Net Gains (Losses) on the Sale of Residential Mortgage Loans

 

(170

)

169

 

883

 

325

 

Mortgage Loan Fees

 

504

 

635

 

1,847

 

1,858

 

Total Mortgage Origination and Servicing Activities

 

1,936

 

2,275

 

7,411

 

6,692

 

Mortgage Servicing Rights and Derivative Financial Instruments

 

 

 

 

 

 

 

 

 

Net Change in the Fair Value of Mortgage Servicing Rights
Due to Originations and Payoffs
1

 

(458

)

(228

)

(1,317

)

271

 

Net Change in the Fair Value of Mortgage Servicing Rights
Due to Changes in Valuation Assumptions and the
Fair Value of Designated Securities
2

 

(2,582

)

1,824

 

(3,030

)

2,650

 

Net Losses Related to Mortgage Servicing Rights
Under the Amortization Method

 

(146

)

 

(146

)

 

Net Gains (Losses) on Derivative Financial Instruments

 

1,871

 

(23

)

4,738

 

85

 

Total Mortgage Servicing Rights and Derivative Financial Instruments

 

(1,315

)

1,573

 

245

 

3,006

 

Total Mortgage Banking

 

$

621

 

$

3,848

 

$

7,656

 

$

9,698

 

 

Principally represents changes due to the realization of expected cash flows over time.

Changes in valuation assumptions principally reflects changes in discount rates and loan repayment rate assumptions, mostly due to changes in interest rates. Designated Securities were comprised of mortgage-backed securities in our trading portfolio, which were used to manage the volatility of the fair value of our mortgage servicing rights. Realized investment trading gains and losses were not material.

 


Mortgage loan originations were $157.4 million in the third quarter of 2008, a $13.9 million or 8% decrease compared to the same period in 2007.  Mortgage loan originations were $685.8 million in the first nine months of 2008, a $61.8 million or 10% increase compared to the same period in 2007.  The decrease in mortgage loan originations in the third quarter of 2008 compared to the same period in 2007 was primarily due to the slowing residential real estate market in Hawaii.  The increase in mortgage loan originations in the first nine months of 2008 compared to the same period in 2007 was primarily due to higher refinancing activity, particularly in the first quarter of 2008, due to lower interest rates on mortgage-based products.  Servicing income has remained stable in 2008, as our portfolio of residential mortgage loans serviced for third parties was $2.6 billion as of September 30, 2008 and $2.5 billion as of September 30, 2007.  The estimated fair values of our mortgage servicing rights and our trading securities (the “Designated Securities”) fluctuates over time due to changes

in market interest rates, valuation assumptions, and the realization of expected cash flows.  The increase in net gains on our derivative financial instruments in 2008 was primarily due to our adoption of SAB No. 109 on January 1, 2008, which had the effect of accelerating gain recognition of the estimated fair value of the servicing rights related to the loan from the loan sale date to the loan commitment date.

 

Service charges on deposit accounts increased by $1.1 million or 9% in the third quarter of 2008 and by $3.6 million or 11% in the first nine months of 2008 compared to the same periods in 2007.  The increase in the third quarter of 2008 compared to the same period in 2007 was primarily due to a $1.2 million increase in account analysis fees on analyzed business checking accounts as a result of lower earnings credit rates on customer accounts.  Also contributing to the increase was a $0.4 million increase in overdraft fees as a result of fee


 

23



Table of Contents

 


schedule changes implemented in the third quarter of 2007 and second quarter of 2008, as well as higher transactional volume.  These increases were partially offset by a $0.4 million decrease in monthly service fees due to a free checking promotion which began in the third quarter of 2008.  The increase in the first nine months of 2008 compared to the same period in 2007 was also due to a $3.1 million increase in account analysis fees and a $1.4 million increase in overdraft fees, which were partially offset by a $0.6 million decrease in monthly service fees.

 

Fees, exchange, and other service charges increased by $0.5 million or 3% in the third quarter of 2008 and by $1.2 million or 2% in the first nine months of 2008 compared to the same periods in 2007.  The increase in the third quarter of 2008 compared to the same period in 2007 was primarily due to a $0.4 million increase in fees from facilitating interest rate swaps on behalf of our customers.  Also contributing to the increase was a $0.3 million increase in debit card income resulting from higher transactional volume from new and existing debit cardholders.  These increases were partially offset by a $0.2 million decrease in ATM fee income.  The increase in the first nine months of 2008 compared to the same period in 2007 was primarily due to a $1.4 million increase in debit card income due to a similar increase in transactional volume from new and existing debit cardholders.  Also contributing to the increase was a $0.5 million increase in fees from facilitating interest rate swaps on behalf of our customers, partially offset by a $0.8 million decrease in ATM fee income as a result of lower transactional volume.

 

Insurance income decreased by $1.5 million or 21% in the third quarter of 2008 and slightly increased by $0.1 million in the first nine months of 2008 compared to the same periods in 2007.  The decrease in the third quarter of 2008 was primarily due to a $2.1 million decrease in contingent commission income, partially offset by a $0.8 million increase in income

from fixed income annuity products as customers preferred conservative investment alternatives in light of market conditions.  The slight increase in the first nine months of 2008 compared to the same period in 2007 was primarily due to a $1.6 million increase in income from fixed income annuity products, partially offset by a $0.9 million decrease in contingent commission income and a $ 0.4 million decrease in commission and brokerage income.

 

Other noninterest income increased by $0.4 million or 8% in the third quarter of 2008 and by $23.9 million in the first nine months of 2008 compared to the same periods in 2007.  The increase in the third quarter of 2008 compared to the same period in 2007 was primarily due to a $0.7 million increase in the estimated fair value of our subordinated notes.  Also contributing to the increase was a $0.5 million increase in death benefit proceeds from bank-owned life insurance (“BOLI”).  These increases were partially offset by a $0.3 million decrease in mutual fund and securities income as customers preferred conservative investment alternatives in light of market conditions.  The increase in the first nine months of 2008 compared to the same period in 2007 was primarily due to the $13.7 million gain from the mandatory redemption of our Visa shares and the $11.6 million gain on the sale of our equity interest in an aircraft lease in March 2008.  See Note 7 to the Consolidated Financial Statements (Unaudited) for more information on the mandatory redemption of our Visa shares.  See Note 5 to the Consolidated Financial Statements (Unaudited) for more information on the sale of our equity interest in the aircraft lease.

 

Noninterest Expense

 

Noninterest expense increased by $5.3 million or 7% in the third quarter of 2008 and by $20.7 million or 8% in the first nine months of 2008 compared to the same periods in 2007.


 

24



Table of Contents

 

Table 5 presents the components of salaries and benefits expense for the third quarter and first nine months of 2008 and 2007.

 

Salaries and Benefits (Unaudited)

 

 

 

Table 5

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,       

 

September 30,      

 

(dollars in thousands)

 

2008

 

2007

 

2008

 

2007

 

Salaries

 

$

30,190

 

$

28,882

 

$

89,112

 

$

86,226

 

Incentive Compensation

 

5,969

 

4,364

 

16,358

 

11,777

 

Cash for Stock Grants

 

-

 

-

 

4,640

 

-

 

Share-Based Compensation

 

1,180

 

1,601

 

3,952

 

4,161

 

Commission Expense

 

1,653

 

1,546

 

5,518

 

5,700

 

Retirement and Other Benefits

 

3,097

 

3,865

 

11,822

 

10,999

 

Payroll Taxes

 

2,162

 

2,116

 

8,067

 

7,885

 

Medical, Dental, and Life Insurance

 

2,452

 

2,324

 

7,421

 

6,825

 

Separation Expense

 

61

 

246

 

1,331

 

1,364

 

Total Salaries and Benefits

 

$

46,764

 

$

44,944

 

$

148,221

 

$

134,937

 

 


Salaries and benefits expense increased in the third quarter of 2008 compared to the same period in 2007 primarily due to a $1.6 million increase in incentive compensation expense and a $1.4 million increase in salaries from annual merit increases and related payroll taxes.  These increases were partially offset by a $0.4 million decrease in restricted stock amortization expense, a $0.4 million decrease in staff relocation, and a $0.3 million decrease in retirement plan expenses.  Salaries and benefits expense increased in the first nine months of 2008 compared to the same period in 2007 primarily due to a $9.2 million increase in incentive compensation expense for employees related to cash awards to purchase our stock and other earnings-based incentive compensation.  Of this increase, $4.6 million related to a change in our practice of equity compensation for senior management.  Senior officers, other than executive officers, generally received or will receive cash grants to encourage them to purchase our common stock in lieu of restricted stock grants.  Of the $4.6 million accrual, we paid $2.3 million in cash to senior officers in the second quarter of 2008 with the remaining balance expected to be paid by December 31, 2008.  Salaries and benefits expense also increased over this period due to a $3.0 million increase in salaries from annual merit increases and related payroll taxes.

 

Net occupancy increased by $1.5 million or 15% in the third quarter of 2008 and by $3.8 million or 13% in the first nine months of 2008 compared to the same periods in 2007.  The increase in the third quarter of 2008 compared to the same period in 2007 was primarily due to a $0.7 million increase in net rental expense, related in part to our new Waikiki branch, and a $0.6 million increase in utilities expense.  The increase in the first nine months of 2008 was also due to a $1.6 million increase in net rental expense, related in part to our new Waikiki branch, and a $1.5 million increase in utilities expense.

 

Professional fees increased by $0.9 million or 38% in the third quarter of 2008 and by $1.0 million or 13% in the first nine months of 2008 compared to the same periods in 2007.  The increase in the third quarter of 2008 compared to the same period in 2007 was primarily due to a $0.3 million increase in legal and other professional services related to the SILO transactions.  Also contributing to the increase in the third quarter of 2008 was a $0.2 million reversal of legal fees recorded in 2007.  The increase in the first nine months of 2008 compared to the same period in 2007 was also due to the $0.3 million increase in legal and other professional services related to the SILO transactions, as well as a $0.7 million reversal of legal fees recorded in 2007.


 

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Table of Contents


Other noninterest expense increased by $1.2 million or 6% in the third quarter of 2008 compared to the same period in 2007.  The increase in other noninterest expense was primarily due to a $0.3 million increase each in directors’ fees due to the change in market value of the directors’ deferred compensation plan assets, technology data services, and in our reserves for contingencies.

 

Other noninterest expense increased by $3.6 million or 6% in the first nine months of 2008 compared to the same period in 2007.  The increase in other noninterest expense was primarily due to:

 

 

·

$3.0 million increase in our reserves for contingencies;

 

 

 

 

·

$2.3 million increase in our contributions to the Bank of Hawaii Charitable Foundation and other charitable organizations;

 

 

 

 

·

$1.0 million related to the call premium on our Capital Securities;

 

 

 

 

·

$0.8 million increase in our airline mileage reward program expenses due to higher volume;

 

 

 

 

·

$0.6 million increase in directors’ fees due to the change in market value of the directors’ deferred compensation plan assets;

 

 

 

 

 

·

$0.6 million increase in delivery and postage services;

 

 

 

 

·

$0.5 million increase in merchant transaction and card processing fees due to higher volume; and

 

 

 

 

·

$0.3 million reversal of typhoon-related accruals in the second quarter of 2007 related to the Pacific Islands.

 

These increases in the first nine months of 2008 compared to the same period in 2007 were partially offset by the reversal of $5.6 million in previously recorded Visa contingency accruals described in the Overview above.

 

See Note 7 to the Consolidated Financial Statements (Unaudited) for more discussion on the reversal of our Visa contingency accruals.

 

Provision for Income Taxes

 

See Note 6 to the Consolidated Financial Statements (Unaudited) for information on the provision for income taxes.


 

26



Table of Contents

 

Analysis of Statements of Condition

 

Investment Securities

 

Table 6 presents the amortized cost and estimated fair value of our available-for-sale and held-to-maturity investment securities as of September 30, 2008, December 31, 2007, and September 30, 2007.

 

Investment Securities (Unaudited)

 

 

 

Table 6

 

 

 

Amortized

 

Fair

 

(dollars in thousands)

 

Cost

 

Value

 

September 30, 2008

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

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

 

$

649

 

$

678

 

Debt Securities Issued by States and Political Subdivisions

 

47,079

 

46,691

 

Debt Securities Issued by U.S. Government-Sponsored Enterprises

 

235,386

 

232,544

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

1,997,999

 

1,996,671

 

Non-Agencies

 

311,537

 

292,491

 

Total Mortgage-Backed Securities

 

2,309,536

 

2,289,162

 

Other Debt Securities

 

3,033

 

3,036

 

Total

 

$

2,595,683

 

$

2,572,111

 

Held-to-Maturity:

 

 

 

 

 

Mortgage-Backed Securities Issued by U.S. Government-Sponsored Enterprises

 

$

249,083

 

$

245,720

 

Total

 

$

249,083

 

$

245,720

 

 

 

 

 

 

 

December 31, 2007

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

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

 

$

3,295

 

$

3,325

 

Debt Securities Issued by States and Political Subdivisions

 

47,620

 

47,910

 

Debt Securities Issued by U.S. Government-Sponsored Enterprises

 

294,223

 

295,464

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

1,678,828

 

1,684,471

 

Non-Agencies

 

312,973

 

304,440

 

Total Mortgage-Backed Securities

 

1,991,801

 

1,988,911

 

Other Debt Securities

 

228,421

 

227,580

 

Total

 

$

2,565,360

 

$

2,563,190

 

Held-to-Maturity:

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

6

 

$

6

 

Mortgage-Backed Securities Issued by U.S. Government-Sponsored Enterprises

 

292,571

 

287,638

 

Total

 

$

292,577

 

$

287,644

 

 

 

 

 

 

 

September 30, 2007 1

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

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

 

$

4,043

 

$

4,054

 

Debt Securities Issued by States and Political Subdivisions

 

47,663

 

47,625

 

Debt Securities Issued by U.S. Government-Sponsored Enterprises

 

378,633

 

379,336

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

1,637,611

 

1,620,181

 

Non-Agencies

 

322,876

 

314,878

 

Total Mortgage-Backed Securities

 

1,960,487

 

1,935,059

 

Other Debt Securities

 

228,348

 

225,908

 

Total

 

$

2,619,174

 

$

2,591,982

 

Held-to-Maturity:

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

6

 

$

6

 

Mortgage-Backed Securities Issued by U.S. Government-Sponsored Enterprises

 

307,647

 

299,185

 

Total

 

$

307,653

 

$

299,191

 

 

1 Certain prior period information has been reclassified to conform to the current presentation.

 

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Table of Contents


The carrying value of our investment securities, excluding trading securities, was $2.8 billion as of September 30, 2008 and $2.9 billion as of December 31, 2007 and September 30, 2007.  Investment securities with a carrying value of $2.1 billion as of September 30, 2008, $1.7 billion as of December 31, 2007, and $1.8 billion as of September 30, 2007, which approximates fair value, were pledged to secure deposits of governmental entities and securities sold under agreements to repurchase.

Investment securities pledged where the secured party has the right to sell or repledge the investment securities were $768.7 million as of September 30, 2008, $650.4 million as of December 31, 2007, and $656.6 million as of September 30, 2007.

 

As of September 30, 2008, the par value of our callable debt and mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation were as follows:


 

Investment Securities Issued by the Federal National Mortgage Association
and the Federal Home Loan Mortgage Corporation (Unaudited)

 

Table 7

 

(dollars in thousands)

 

Par Value

 

September 30, 2008

 

 

 

Debt Securities Issued by U.S. Government-Sponsored Enterprises

 

 

 

Federal National Mortgage Association

 

$

210,057

 

Federal Home Loan Mortgage Corporation

 

500

 

Subtotal

 

210,557

 

Mortgage-Backed Securities Issued by U.S. Government-Sponsored Enterprises

 

 

 

Federal National Mortgage Association

 

959,530

 

Federal Home Loan Mortgage Corporation

 

854,641

 

Subtotal

 

1,814,171

 

Total

 

$

2,024,728

 

 


As of September 30, 2008, we did not own any subordinated debt, or preferred or common stock of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation.

 

As of September 30, 2008, all of our mortgage-backed securities issued by private issuers (“non-agencies”) were prime jumbo, AAA-rated, with an average current amortized loan-to-value ratio of 59%.  As of September 30, 2008, 97% of the fair value of our mortgage-backed securities issued by non-agencies were originated prior to 2006.

Loans past due 90 days or more, underlying the mortgage-backed securities issued by non-agencies, represented approximately 66 basis points of the par value outstanding or approximately $2.1 million as of September 30, 2008.  As of September 30, 2008, there were no “sub-prime” or “Alt-A” securities in our mortgage-backed securities portfolio.


 

28



Table of Contents

 

Table 8 presents our temporarily impaired investment securities as of September 30, 2008, December 31, 2007, and September 30, 2007.

 

Temporarily Impaired Investment Securities (Unaudited)

 

 

 

 

 

Table 8

 

 

 

Temporarily Impaired

 

Temporarily Impaired

 

 

 

 

 

 

 

Less Than 12 Months

 

12 Months or Longer

 

Total

 

 

 

 

 

Gross

 

 

 

Gross

 

 

 

Gross

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

(dollars in thousands)

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

September 30, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

30,278

 

$

(471

)

$

552

 

$

(35

)

$

30,830

 

$

(506

)

Debt Securities Issued by U.S. Government-Sponsored Enterprises

 

228,968

 

(2,885

)

1,431

 

(16

)

230,399

 

(2,901

)

Mortgage-Backed Securities Issued by U.S. Government-Sponsored Enterprises

 

1,039,599

 

(14,411

)

116,224

 

(3,054

)

1,155,823

 

(17,465

)

Non-Agencies

 

136,021

 

(5,883

)

140,490

 

(13,346

)

276,511

 

(19,229

)

Total Mortgage-Backed Securities

 

1,175,620

 

(20,294

)

256,714

 

(16,400

)

1,432,334

 

(36,694

)

Total Temporarily Impaired Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2008

 

$

1,434,866

 

$

(23,650

)

$

258,697

 

$

(16,451

)

$

1,693,563

 

$

(40,101

)

December 31, 2007

 

$

150,249

 

$

(616

)

$

1,325,002

 

$

(21,445

)

$

1,475,251

 

$

(22,061

)

September 30, 2007

 

$

291,446

 

$

(1,629

)

$

1,766,042

 

$

(39,473

)

$

2,057,488

 

$

(41,102

)

 


Our temporarily impaired investment securities and related gross unrealized losses increased as of September 30, 2008 compared to December 31, 2007 primarily due to a rise in interest rates on mortgage-based products over this period of time.  This rise in interest rates on mortgage-based products adversely affected the fair value of our mortgage-backed securities.  The decrease in our temporarily impaired investment securities and related gross unrealized losses as of September 30, 2008 compared to September 30, 2007 was primarily due to the maturities and pay-downs on investment securities as well as decreasing interest rates on mortgage-based products over this period of time.

The gross unrealized losses reported for mortgage-backed securities are primarily related to investment securities issued by U.S. government-sponsored enterprises, such as the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, and to investment securities issued by non-agencies.  We do not believe that the investment securities that were in an unrealized loss position as of September 30, 2008, which was comprised of 177 securities, represent an other-than-temporary impairment.  Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.  We have both the intent and ability to hold the investment securities for a period of time necessary to recover the amortized cost.


 

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Table of Contents

 

Loans and Leases

 

Table 9 presents the composition of our loan and lease portfolio by major categories.

 

Loan and Lease Portfolio Balances (Unaudited)

 

 

 

 

 

 

 

Table 9

 

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2008

 

2008

 

2007

 

2007 1

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

1,077,314

 

$

1,052,319

 

$

1,079,772

 

$

1,054,355

 

$

1,065,258

 

Commercial Mortgage

 

708,961

 

680,784

 

650,638

 

634,483

 

627,329

 

Construction

 

153,364

 

168,678

 

190,521

 

208,670

 

254,062

 

Lease Financing

 

467,279

 

471,443

 

465,945

 

481,882

 

478,988

 

Total Commercial

 

2,406,918

 

2,373,224

 

2,386,876

 

2,379,390

 

2,425,637

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,496,983

 

2,509,133

 

2,530,207

 

2,508,261

 

2,510,313

 

Home Equity

 

986,379

 

966,108

 

967,146

 

972,995

 

953,713

 

Automobile

 

395,015

 

413,338

 

430,920

 

443,011

 

440,525

 

Other 2

 

254,163

 

256,325

 

264,188

 

277,204

 

269,727

 

Total Consumer

 

4,132,540

 

4,144,904

 

4,192,461

 

4,201,471

 

4,174,278

 

Total Loans and Leases

 

$

6,539,458

 

$

6,518,128

 

$

6,579,337

 

$

6,580,861

 

$

6,599,915

 

 

1 Certain prior period information has been reclassified to conform to the current presentation.

2 Comprised of other revolving credit, installment, and lease financing.


Loans and leases represent our largest category of interest earning assets and the largest source of interest income.

 

The increase in total commercial loans and leases from December 31, 2007 was primarily due to a $74.5 million increase in commercial mortgage loans and a $23.0 million increase in commercial and industrial loans.  The increase in our commercial secured mortgage loan portfolio was consistent with our strategy to grow this portfolio.  The increase in our commercial and industrial loan portfolio was attributable to additional draws made by several corporate customers in the third quarter of 2008.  Our construction loan portfolio decreased by $55.3 million and our lease financing balances decreased by $14.6 million from December 31, 2007.  The decrease in our construction loan exposure is consistent with our strategy to reduce our exposure in this area as we experience a slowing economy in Hawaii.  The decrease in lease financing balances was primarily due to the exercise of an early buy-out option by one of our aircraft lessees in March 2008.  The decrease in consumer loans and leases from December 31, 2007 was in all categories except home equity loans, consistent with a slowing economy in Hawaii and our

continued disciplined underwriting approach.  The increase in home equity loans was primarily due to customer utilization of existing home equity lines.

 

The decrease in total commercial loans and leases from September 30, 2007 was primarily due to a $100.7 million decrease in construction loans and an $11.7 million decrease in lease financing.  The decrease in lease financing balances was primarily due to the exercise of an early buy-out option by one of our aircraft lessees in March 2008.  These decreases in our commercial loan and lease portfolio were partially offset by an $81.6 million increase in commercial mortgage loans from September 30, 2007.  As noted above, our strategy has been to reduce our construction lending exposure and to grow our commercial secured mortgage portfolio.  The decrease in consumer loans and leases from September 30, 2007 was in all categories except home equity loans.  These trends in the consumer portfolio are consistent with a slowing economy in Hawaii and our continued disciplined underwriting approach.  The increase in home equity loans was primarily due to customer utilization of existing home equity lines.


 

30



Table of Contents

 

Table 10 presents the composition of our loan and lease portfolio by geographic area and by major categories.

 

Geographic Distribution of Loan and Lease Portfolio (Unaudited)

 

 

 

 

Table 10

 

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2008

 

2008

 

2007 1

 

2007 1

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

729,699

 

$

705,468

 

$

718,457

 

$

695,141

 

$

677,242

 

Commercial Mortgage

 

626,690

 

597,322

 

564,719

 

548,423

 

531,920

 

Construction

 

142,719

 

157,642

 

178,958

 

197,762

 

239,765

 

Lease Financing

 

107,704

 

62,623

 

55,498

 

55,697

 

51,839

 

Mainland U.S. 2

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

198,708

 

200,618

 

205,122

 

202,203

 

233,931

 

Commercial Mortgage

 

4,695

 

4,808

 

4,953

 

5,129

 

5,569

 

Construction

 

8,655

 

9,045

 

10,278

 

9,932

 

14,088

 

Lease Financing

 

340,703

 

389,573

 

391,303

 

395,419

 

396,471

 

Guam

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

78,700

 

71,340

 

74,736

 

75,239

 

64,063

 

Commercial Mortgage

 

73,240

 

74,226

 

76,220

 

76,301

 

85,098

 

Construction

 

1,990

 

1,991

 

1,285

 

976

 

209

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

14,660

 

15,942

 

16,693

 

17,771

 

18,535

 

Commercial Mortgage

 

2,188

 

2,365

 

2,529

 

2,629

 

2,776

 

Foreign 3

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

55,547

 

58,951

 

64,764

 

64,001

 

71,487

 

Commercial Mortgage

 

2,148

 

2,063

 

2,217

 

2,001

 

1,966

 

Lease Financing

 

18,872

 

19,247

 

19,144

 

30,766

 

30,678

 

Total Commercial

 

2,406,918

 

2,373,224

 

2,386,876

 

2,379,390

 

2,425,637

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,274,028

 

2,281,164

 

2,296,061

 

2,269,670

 

2,269,128

 

Home Equity

 

935,020

 

912,467

 

911,064

 

915,820

 

895,629

 

Automobile

 

271,568

 

282,843

 

294,410

 

308,706

 

313,712

 

Other 4

 

189,417

 

189,087

 

193,915

 

201,323

 

190,775

 

Mainland U.S. 2

 

 

 

 

 

 

 

 

 

 

 

Home Equity

 

29,473

 

31,881

 

35,445

 

37,878

 

39,870

 

Automobile

 

48,631

 

49,792

 

48,667

 

40,679

 

30,632

 

Guam

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

214,748

 

219,757

 

225,503

 

230,017

 

232,238

 

Home Equity

 

18,625

 

18,413

 

17,148

 

15,671

 

14,531

 

Automobile

 

67,600

 

72,428

 

78,403

 

83,491

 

84,849

 

Other 4

 

31,961

 

33,078

 

34,679

 

36,767

 

37,765

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

8,207

 

8,212

 

8,643

 

8,574

 

8,947

 

Home Equity

 

3,261

 

3,347

 

3,489

 

3,626

 

3,683

 

Automobile

 

7,216

 

8,275

 

9,440

 

10,135

 

11,332

 

Other 4

 

32,780

 

34,157

 

35,588

 

39,090

 

41,166

 

Foreign 3

 

 

 

 

 

 

 

 

 

 

 

Other 4

 

5

 

3

 

6

 

24

 

21

 

Total Consumer

 

4,132,540

 

4,144,904

 

4,192,461

 

4,201,471

 

4,174,278

 

Total Loans and Leases

 

$

6,539,458

 

$

6,518,128

 

$

6,579,337

 

$

6,580,861

 

$

6,599,915

 

 

1

Certain prior period information has been reclassified to conform to the current presentation.

2

For secured loans and leases, classification as Mainland U.S. is made based on where the collateral is located. For unsecured loans and leases, classification as Mainland U.S. is made based on the location where the majority of the borrower’s business operations are conducted.

3

Loans and leases classified as Foreign represents those which are recorded in the Company’s international business units.

4

Comprised of other revolving credit, installment, and lease financing.

 

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Table of Contents


Our commercial and consumer lending activities are concentrated primarily in Hawaii and the Pacific Islands.  Our commercial loan and lease portfolio to borrowers based on the Mainland U.S. includes participation in shared national credits and leveraged lease financing.  Our consumer loan and lease portfolio includes limited lending activities on the Mainland U.S.

Other Assets

 

Table 11 presents the major components of other assets as of September 30, 2008, December 31, 2007, and September 30, 2007.


 

Other Assets (Unaudited)

 

 

 

 

 

Table 11

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

2007

 

Bank-Owned Life Insurance

 

$

194,420

 

$

188,888

 

$

186,880

 

Federal Home Loan Bank and Federal Reserve Bank Stock

 

79,635

 

79,494

 

79,416

 

Low Income Housing Investments and Other Equity Investment

 

31,945

 

36,376

 

32,726

 

Accounts Receivable

 

19,461

 

26,748

 

24,005

 

Federal and State Tax Deposits

 

82,500

 

61,000

 

61,000

 

Other

 

52,826

 

40,626

 

38,023

 

Total Other Assets

 

$

460,787

 

$

433,132

 

$

422,050

 

 


We placed an additional tax deposit of $21.5 million with the IRS and State of Hawaii Department of Taxation during the third quarter of 2008.  The additional deposit was placed with the respective taxing authorities relating to our ongoing assessment of the outcome of the IRS review of our Lease-In Lease-Out (“LILO”) and SILO transactions.  The placement of the deposits, totaling $82.5 million as of September 30, 2008, with the respective taxing authorities limits the potential accrual of additional interest based on our current estimate of our tax liabilities.

 

The increase in other assets from December 31, 2007 was primarily due to the additional tax deposit placed with the taxing authorities as noted above.  Also contributing to the increase in other assets was a $6.6 million receivable, arising in the normal course of business, reflected in the other category in the table above as of September 30, 2008, which settled in October 2008.  We also benefited from a $5.5 million increase in BOLI assets from current year earnings.  These increases in other assets were partially offset by a $6.0 million decrease in accounts receivable due to the receipt of sales proceeds from a real estate transaction which occurred in the fourth quarter of 2007 as well as a $4.4 million decrease in low income housing and other equity investments due to current year amortization.

 

The increase in other assets from September 30, 2007 was primarily due to the additional tax deposit placed with the taxing authorities.  Also contributing to the increase in other assets was a $6.6 million receivable, arising in the normal course of business, reflected in the other category in the table above as of September 30, 2008, which settled in October 2008, as well as a $6.8 million increase in balances from customer-related interest rate swap accounts, which have off-setting amounts recorded in other liabilities.  BOLI assets also increased by $7.5 million from September 30, 2007, which reflected earnings over this period.

 

Deposits

 

As of September 30, 2008, total deposits were $7.7 billion, a decrease of $283.9 million or 4% from December 31, 2007 and a decrease of $216.7 million or 3% from September 30, 2007.  The decrease in deposit balances from 2007 was primarily due to a decrease in consumer time deposit balances.  Part of the decrease in time deposits was offset by the migration of balances into more liquid savings and interest-bearing demand deposits.  The decrease in deposit balances from 2007 was also due to a decrease in commercial escrow accounts related to construction projects nearing completion and lower public deposits due to the timing of bond payments.


 

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Table of Contents

 

Table 12 presents the composition of our savings deposits as of September 30, 2008, December 31, 2007, and September 30, 2007.

 

Savings Deposits (Unaudited)

 

 

 

 

 

Table 12

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

2007

 

Money Market

 

$

965,149

 

$

1,061,808

 

$

1,141,863

 

Regular Savings

 

1,773,535

 

1,568,663

 

1,569,306

 

Total Savings Deposits

 

$

2,738,684

 

$

2,630,471

 

$

2,711,169

 


 

Table 13 presents our average balance of time deposits of $100,000 or more for the three months ended September 30, 2008, December 31, 2007, and September 30, 2007, and for the nine months ended September 30, 2008 and 2007.

 

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

 

Table 13

 

 

 

Three Months Ended

 

Nine Months Ended

 

(dollars in thousands)

 

Sept. 30, 2008

 

Dec. 31, 2007

 

Sept. 30, 2007

 

Sept. 30, 2008

 

Sept. 30, 2007

 

Average Time Deposits

 

$

934,845

 

$

983,389

 

$

975,301

 

$

964,081

 

$

974,428

 

 


Borrowings and Long-Term Debt

 

Borrowings, including funds purchased and other short-term borrowings, were $200.3 million as of September 30, 2008, an increase of $114.5 million from December 31, 2007.  The increase was primarily due to higher levels of funds purchased resulting from short-term liquidity needs.  Borrowings as of September 30, 2008 compared to the same period in 2007 remained relatively stable.

 

Long-term debt was $204.6 million as of September 30, 2008, a decrease of $30.8 million or 13% from December 31, 2007 and a decrease of $30.7 million or 13% from September 30, 2007.  The decrease in long-term debt from 2007 was primarily due to the redemption of our remaining

 

$26.4 million in Capital Securities and $6.0 million in subordinated notes in the second quarter of 2008.  This was partially offset by the adoption of SFAS No. 159 on January 1, 2008, which resulted in a $4.2 million carrying value adjustment to fair value on our subordinated notes.  See Notes 1 and 4 to the Consolidated Financial Statements (Unaudited) for more information on our adoption of SFAS No. 159.  Further discussion on borrowings is included in the “Corporate Risk Profile – Liquidity Management” section of MD&A.

 

Securities Sold Under Agreements to Repurchase

 

Table 14 presents the composition of our securities sold under agreements to repurchase as of September 30, 2008, December 31, 2007, and September 30, 2007.


Securities Sold Under Agreements to Repurchase (Unaudited)

 

 

 

 

 

Table 14

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

2007

 

Government Entities

 

$

434,431

 

$

429,340

 

$

487,511

 

Private Institutions

 

675,000

 

600,000

 

600,000

 

Total Securities Sold Under Agreements to Repurchase

 

$

1,109,431

 

$

1,029,340

 

$

1,087,511

 

 


The increase in securities sold under agreements to repurchase from 2007 was primarily due to additional placements with private institutions that provided for sources of liquidity used

to repay long-term debt, a more expensive source of funds.  As of September 30, 2008, the weighted average maturity was 62 days for our securities sold under agreements to repurchase


 

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Table of Contents


with government entities and 8.54 years for securities sold under agreements to repurchase with private institutions, subject to the private institutions’ right to terminate agreements at earlier specified dates which could decrease the weighted average maturity to as few as 250 days.  As of September 30, 2008, $250.0 million of our securities sold under agreements to repurchase placed with private institutions were indexed to the London Inter Bank Offering Rate (“LIBOR”) with the remaining $425.0 million at fixed interest rates.  If the agreements with private institutions are not terminated by the specified dates, the interest rates on the agreements become fixed, at rates ranging from 2.98% to 5.00%, for the remaining term of the respective agreements.  As of September 30, 2008, the weighted average interest rate for outstanding agreements with private institutions was 3.47%.

 

Shareholders’ Equity

 

As of September 30, 2008, shareholders’ equity was $780.0 million, an increase of $29.8 million or 4% from December 31, 2007 and an increase of $48.3 million or 7% from September 30, 2007.  The increase in shareholders’ equity from December 31, 2007 was primarily due to current period earnings of $152.9 million, partially offset by $61.7 million in common stock repurchases and $63.4 million in cash dividends paid.  Further discussion on our capital structure is included in the “Corporate Risk Profile – Capital Management” section of MD&A.

 

Analysis of Business Segments

 

Our business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury.  Our internal management accounting process measures the performance of the business segments based on the management structure of our company.  This process, which is not necessarily comparable with similar information for any other financial institution, uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the Provision, and capital.  This process is dynamic and requires certain allocations based on judgment and other subjective factors.  Unlike financial accounting, there is no comprehensive authoritative guidance for management accounting that is equivalent to U.S. generally accepted accounting principles.

We evaluate several performance measures of the business segments, the most important of which are net income less a charge for the cost of allocated capital (“NIACC”) and risk adjusted return on capital (“RAROC”).  The cost of allocated capital is determined by multiplying our estimate of a shareholder’s minimum required rate of return on the cost of capital invested (10% for 2008, 11% for 2007) by the segment’s allocated equity.  We assume a cost of capital that is equal to a risk-free rate plus a risk premium.  RAROC is the ratio of economic net income to risk-adjusted equity.  Equity is allocated to each business segment based on an assessment of its inherent risk.  The net interest income of the business segments reflect the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to our overall asset and liability management activities on a proportionate basis.  The basis for the allocation of net interest income is a function of our assumptions that are subject to change based on changes in current interest rates and market conditions.  Funds transfer pricing also serves to transfer interest rate risk to Treasury.  However, the other business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions within guidelines.  Allocated net income for each business segment includes a Provision.  For business segment reporting purposes, the Provision is reversed and is replaced by an economic provision.  The economic provision is a statistically derived estimate of annual expected credit losses over an economic cycle.

 

We consider NIACC to be a measure of shareholder value creation.  Our consolidated NIACC was $37.4 million for the third quarter of 2008 compared to $27.0 million for the same period in 2007.  The increase in NIACC in the third quarter of 2008 was primarily due to the previously noted $8.9 million net gain related to our acceptance of the settlement initiative from the IRS related to our SILO transactions.  Our consolidated NIACC was $110.9 million for the first nine months of 2008 compared to $79.8 million for the


 

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Table of Contents


same period in 2007.  The increase in NIACC for the first nine months of 2008 was primarily due to an increase in net interest income as well as the previously noted gains related to Visa, the sale of our equity interest in an aircraft lease, and the net gain related to our SILO transactions.  This was partially offset by accruals related to employee incentives, charitable contributions, the call premium on our Capital Securities, and contingencies.  The increase in the Provision did not impact

NIACC since it is replaced by an economic provision.  For the third quarter of 2008 and for the first nine months of 2008, the economic provision was relatively unchanged compared to the same periods in 2007.

 

Tables 15a and 15b summarize our NIACC and RAROC for the third quarter of 2008 and for the first nine months of 2008 compared to the same periods in 2007.


 

Business Segments Selected Financial Information (Unaudited)

 

 

 

 

 

 

 

Table 15a

 

 

 

Retail

 

Commercial

 

Investment

 

 

 

 

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

Total

 

Treasury

 

Total

 

Three Months Ended September 30, 2008 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

58,228

 

$

36,564

 

$

3,922

 

$

98,714

 

$

4,861

 

$

103,575

 

Provision for Credit Losses

 

5,475

 

13,826

 

1,089

 

20,390

 

(32

)

20,358

 

Net Interest Income After Provision for Credit Losses

 

52,753

 

22,738

 

2,833

 

78,324

 

4,893

 

83,217

 

Noninterest Income

 

27,380

 

10,508

 

17,458

 

55,346

 

1,640

 

56,986

 

Noninterest Expense

 

(43,709

)

(24,488

)

(16,800

)

(84,997

)

(1,793

)

(86,790

)

Income Before Provision for Income Taxes

 

36,424

 

8,758

 

3,491

 

48,673

 

4,740

 

53,413

 

Provision for Income Taxes

 

(13,478

)

(4,686

)

(1,292

)

(19,456

)

13,452

 

(6,004

)

Allocated Net Income

 

22,946

 

4,072

 

2,199

 

29,217

 

18,192

 

47,409

 

Allowance Funding Value

 

(229

)

(944

)

(16

)

(1,189

)

1,189

 

 

Provision for Credit Losses

 

5,475

 

13,826

 

1,089

 

20,390

 

(32

)

20,358

 

Economic Provision

 

(1,912

)

(3,222

)

(78

)

(5,212

)

(1

)

(5,213

)

Tax Effect of Adjustments

 

(1,234

)

(3,574

)

(369

)

(5,177

)

(426

)

(5,603

)

Income Before Capital Charge

 

25,046

 

10,158

 

2,825

 

38,029

 

18,922

 

56,951

 

Capital Charge

 

(4,780

)

(4,127

)

(1,465

)

(10,372

)

(9,135

)

(19,507

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

20,266

 

$

6,031

 

$

1,360

 

$

27,657

 

$

9,787

 

$

37,444

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

52

%

24

%

19

%

36

%

96

%

24

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets as of September 30, 2008

 

$

3,669,924

 

$

3,023,242

 

$

285,497

 

$

6,978,663

 

$

3,356,384

 

$

10,335,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2007 2

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

56,830

 

$

40,352

 

$

3,574

 

$

100,756

 

$

(2,200

)

$

98,556

 

Provision for Credit Losses

 

1,773

 

2,486

 

(1

)

4,258

 

(188

)

4,070

 

Net Interest Income (Loss) After Provision
for Credit Losses

 

55,057

 

37,866

 

3,575

 

96,498

 

(2,012

)

94,486

 

Noninterest Income

 

26,346

 

11,442

 

18,068

 

55,856

 

5,386

 

61,242

 

Noninterest Expense

 

(41,653

)

(22,430

)

(16,074

)

(80,157

)

(1,293

)

(81,450

)

Income Before Provision for Income Taxes

 

39,750

 

26,878

 

5,569

 

72,197

 

2,081

 

74,278

 

Provision for Income Taxes

 

(14,707

)

(9,948

)

(2,060

)

(26,715

)

216

 

(26,499

)

Allocated Net Income

 

25,043

 

16,930

 

3,509

 

45,482

 

2,297

 

47,779

 

Allowance Funding Value

 

(166

)

(824

)

(11

)

(1,001

)

1,001

 

 

Provision for Credit Losses

 

1,773

 

2,486

 

(1

)

4,258

 

(188

)

4,070

 

Economic Provision

 

(1,906

)

(3,190

)

(87

)

(5,183

)

 

(5,183

)

Tax Effect of Adjustments

 

111

 

564

 

37

 

712

 

(300

)

412

 

Income Before Capital Charge

 

24,855

 

15,966

 

3,447

 

44,268

 

2,810

 

47,078

 

Capital Charge

 

(5,132

)

(4,380

)

(1,572

)

(11,084

)

(8,948

)

(20,032

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

19,723

 

$

11,586

 

$

1,875

 

$

33,184

 

$

(6,138

)

$

27,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

53

%

40

%

24

%

44

%

9

%

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets as of September 30, 2007 2

 

$

3,651,121

 

$

3,118,106

 

$

216,795

 

$

6,986,022

 

$

3,563,573

 

$

10,549,595

 

 

1 Business segment results have been revised for the three months ended September 30, 2008, since reported in our Form 8-K filing on October 27, 2008.

2 Certain prior period information has been reclassified to conform to the current presentation.

 

 

35



Table of Contents

 

Business Segments Selected Financial Information (Unaudited)

 

Table 15b

 

 

Retail

 

Commercial

 

Investment

 

 

 

 

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

Total

 

Treasury

 

Total

 

Nine Months Ended September 30, 2008 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

176,207

 

$

122,663

 

$

11,731

 

$

310,601

 

$

2,322

 

$

312,923

 

Provision for Credit Losses

 

15,999

 

25,704

 

1,089

 

42,792

 

(835

)

41,957

 

Net Interest Income After Provision
for Credit Losses

 

160,208

 

96,959

 

10,642

 

267,809

 

3,157

 

270,966

 

Noninterest Income

 

83,196

 

42,753

 

54,738

 

180,687

 

22,963

 

203,650

 

Noninterest Expense

 

(130,813

)

(72,753

)

(50,026

)

(253,592

)

(10,492

)

(264,084

)

Income Before Provision for Income Taxes

 

112,591

 

66,959

 

15,354

 

194,904

 

15,628

 

210,532

 

Provision for Income Taxes

 

(41,660

)

(26,273

)

(5,681

)

(73,614

)

15,988

 

(57,626

)

Allocated Net Income

 

70,931

 

40,686

 

9,673

 

121,290

 

31,616

 

152,906

 

Allowance Funding Value

 

(626

)

(2,654

)

(42

)

(3,322

)

3,322

 

 

Provision for Credit Losses

 

15,999

 

25,704

 

1,089

 

42,792

 

(835

)

41,957

 

Economic Provision

 

(6,000

)

(9,715

)

(243

)

(15,958

)

(2

)

(15,960

)

Tax Effect of Adjustments

 

(3,468

)

(4,934

)

(297

)

(8,699

)

(920

)

(9,619

)

Income Before Capital Charge

 

76,836

 

49,087

 

10,180

 

136,103

 

33,181

 

169,284

 

Capital Charge

 

(14,308

)

(12,260

)

(4,384

)

(30,952

)

(27,421

)

(58,373

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

62,528

 

$

36,827

 

$

5,796

 

$

105,151

 

$

5,760

 

$

110,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

54

%

40

%

23

%

44

%

58

%

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets as of September 30, 2008

 

$

3,669,924

 

$

  3,023,242

 

$

  285,497

 

$

  6,978,663

 

$

  3,356,384

 

$

  10,335,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2007 2

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

166,855

 

$

120,050

 

$

10,565

 

$

297,470

 

$

(1,899

)

$

295,571

 

Provision for Credit Losses

 

4,576

 

5,700

 

(1

)

10,275

 

(211

)

10,064

 

Net Interest Income (Loss) After Provision
for Credit Losses

 

162,279

 

114,350

 

10,566

 

287,195

 

(1,688

)

285,507

 

Noninterest Income

 

78,714

 

31,689

 

56,669

 

167,072

 

13,158

 

180,230

 

Noninterest Expense

 

(124,096

)

(67,667

)

(47,276

)

(239,039

)

(4,366

)

(243,405

)

Income Before Provision for Income Taxes

 

116,897

 

78,372

 

19,959

 

215,228

 

7,104

 

222,332

 

Provision for Income Taxes

 

(43,246

)

(28,881

)

(7,385

)

(79,512

)

23

 

(79,489

)

Allocated Net Income

 

73,651

 

49,491

 

12,574

 

135,716

 

7,127

 

142,843

 

Allowance Funding Value

 

(466

)

(2,405

)

(31

)

(2,902

)

2,902

 

 

Provision for Credit Losses

 

4,576

 

5,700

 

(1

)

10,275

 

(211

)

10,064

 

Economic Provision

 

(5,598

)

(9,629

)

(251

)

(15,478

)

(1

)

(15,479

)

Tax Effect of Adjustments

 

551

 

2,344

 

104

 

2,999

 

(995

)

2,004

 

Income Before Capital Charge

 

72,714

 

45,501

 

12,395

 

130,610

 

8,822

 

139,432

 

Capital Charge

 

(15,300

)

(13,215

)

(4,634

)

(33,149

)

(26,453

)

(59,602

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

57,414

 

$

32,286

 

$

7,761

 

$

97,461

 

$

(17,631

)

$

79,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAROC (ROE for the Company)

 

52

%

38

%

29

%

43

%

9

%

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets as of September 30, 2007 2

 

$

  3,651,121

 

$

3,118,106

 

$

216,795

 

$

6,986,022

 

$

3,563,573

 

$

10,549,595

 

 

1 Business segment results have been revised for the nine months ended September 30, 2008, since reported in our Form 8-K filing on October 27, 2008.

2 Certain prior period information has been reclassified to conform to the current presentation.

 

 


Retail Banking

 

Retail Banking offers a broad range of financial products and services to consumers and small businesses.  Loan products include residential mortgage loans, home equity lines of credit, personal lines of credit, and installment loans.  Deposit products include checking, savings, and time deposit accounts.  Retail Banking also provides merchant services to its small business customers.  Products and services from Retail Banking are delivered to customers through 72 Hawaii branch locations, 467 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a 24-hour customer service center, and a mobile banking service.  This segment also offers retail property and casualty insurance products.

 

NIACC improved for the third quarter of 2008 compared to the same period in 2007, primarily due to higher net interest

income and noninterest income, partially offset by higher noninterest expense.  The $1.4 million increase in net interest income was primarily due to a reduction in funding costs and growth in average loan balances.  These positive factors were partially offset by a decrease in average deposit balances.  The $1.0 million increase in noninterest income was primarily due to a $1.0 million increase in mortgage banking income, excluding the net change in the fair value of mortgage servicing rights due to valuation assumptions and the fair value of Designated Securities which are both recorded in the Treasury segment.  Noninterest expense increased by $2.1 million primarily due to higher salaries and benefits, and occupancy expense, as well as higher allocated expenses related to earnings-based incentive compensation that was accrued during the third quarter of 2008.  Retail Banking’s economic provision and capital charge remained relatively unchanged in the third quarter of 2008 compared to the same period in 2007.


 

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Financial measures improved for the first nine months of 2008 compared to the same period in 2007, primarily due to an increase in net interest income and noninterest income, partially offset by higher noninterest expense.  The $9.4 million increase in net interest income was primarily due to lower funding costs on the segment’s deposit portfolio and growth in average loan balances.  These positive factors were partially offset by a decrease in average deposit balances.  The $4.5 million increase in noninterest income was primarily due to a $3.0 million increase in mortgage banking income, excluding the net change in the fair value of mortgage servicing rights due to valuation assumptions and the fair value of Designated Securities which are both recorded in the Treasury segment.  Also contributing to the increase in noninterest income was higher fee income from overdraft fees and debit card transactions. Noninterest expense increased by $6.7 million primarily due to increased debit card, occupancy, and salaries and benefits expense, as well as higher allocated expenses related to earnings-based incentive compensation that was accrued for in the first and third quarters of 2008.  Retail Banking’s capital charge decreased slightly for the first nine months of 2008 compared to the same period in 2007, primarily due to a decrease in the capital charge rate.

 

Commercial Banking

 

Commercial Banking offers a broad range of financial products and services including corporate and commercial real estate loans, lease financing, auto dealer financing, automobile loans and leases, deposit and cash management products, and wholesale property and casualty insurance products.  Lending, deposit, and cash management services are offered to middle-market and large companies in Hawaii.  Commercial real estate mortgages are focused on customers that include investors, developers, and builders domiciled in Hawaii.  Commercial Banking also includes international banking and operations at our 12 branches in the Pacific Islands.

 

Financial measures decreased for the third quarter of 2008 compared to the same period in 2007, primarily due to a decrease in net interest income and noninterest income and an increase in noninterest expense.  The $3.8 million decrease in net interest income was primarily due to the settlement of our SILO transactions.  The $0.9 million decrease in noninterest income was primarily due to lower contingent fee income on

our wholesale property and casualty insurance products. This decrease, however, was partially offset by higher account analysis fees as a result of lower earnings credit rates on customer accounts and income from facilitating interest rate swaps on behalf of our customers.  Noninterest expense increased by $2.1 million primarily due to higher salaries and benefits, and allocated expenses.  The increase in the Provision allocated to the segment was primarily due to heightened risk in three specific loan exposures and to general risk from the weakening economy in Hawaii and the Mainland U.S.

 

Financial measures improved for the first nine months of 2008 compared to the same period in 2007, primarily due to an increase in noninterest income and net interest income.  The $11.1 million increase in noninterest income was primarily due to the $11.6 million pre-tax gain on the sale of our equity interest in an aircraft lease in the first quarter of 2008.  The $2.6 million increase in net interest income was primarily due to a reduction in funding costs along with growth in our International Banking deposit portfolio.  These positive factors were partially offset by a $5.1 million increase in noninterest expense, primarily related to higher salaries and benefits, other operating, and allocated expenses.  The increase in the Provision allocated to the segment was primarily due to heightened risk in three specific loan exposures and to general risk from the weakening economy in Hawaii and the Mainland U.S.

 

Investment Services

 

Investment Services includes private banking, trust services, asset management, and institutional investment advisory services.  A significant portion of this segment’s income is derived from fees, which are generally based on the market values of assets under management.  The private banking and personal trust group assists individuals and families in building and preserving their wealth by providing investment, credit, and trust services to high-net-worth individuals.  The asset management group manages portfolios and creates investment products.  Institutional sales and service offers investment advice to corporations, government entities, and foundations.  This segment also provides a full service brokerage offering equities, mutual funds, life insurance, and annuity products.


 

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Financial measures decreased for the third quarter of 2008 compared to the same period in 2007, primarily due to a decrease in noninterest income and an increase in noninterest expense, partially offset by an increase in net interest income.  The $0.6 million decrease in noninterest income was primarily due to lower mutual fund investment advisory fees, a result of lower assets under administration.  The $0.7 million increase in noninterest expense was primarily due to higher salaries and benefits, and allocated expenses related to earnings-based incentive compensation.  This was partially offset by an increase in net interest income due to a reduction in funding costs on the segment’s deposit balances.

 

Financial measures decreased for the first nine months of 2008 compared to the same period in 2007, primarily due to a decrease in noninterest income and an increase in noninterest expense, partially offset by an increase in net interest income.  The $1.9 million decrease in noninterest income was primarily due to lower mutual fund investment advisory fees, a result of lower assets under administration.  The $2.8 million increase in noninterest expense was primarily due to higher salaries and benefits, and allocated expenses related to the earnings-based incentive compensation accruals that were made in the first and third quarters of 2008.  This was partially offset by an increase in net interest income due to a reduction in funding costs on the segment’s deposit balances.

 

Treasury

 

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

 

Financial measures improved for the third quarter of 2008 compared to the same period in 2007, primarily due to the tax benefit related to our SILO transactions and higher net interest income, partially offset by lower noninterest income and higher noninterest expense.  The $7.1 million increase in net

interest income was primarily due to a reduction in loan funding charges allocated to the business segments, and decreases in the cost of securities sold under agreements to repurchase, funds purchased, and long-term debt.  The $3.7 million decrease in noninterest income was primarily due to a $4.4 million net change in the fair value of our mortgage servicing rights due to changes in valuation assumptions and the fair value of our Designated Securities.  This was partially offset by a $0.5 million increase in BOLI income and a $0.7 million increase in the fair value of our subordinated notes. The increase in the benefit for income taxes related to the segment was primarily due to the $12.9 million credit related to our SILO transactions.  The $0.2 million increase in the capital charge for the third quarter of 2008 compared to the same period in 2007 was primarily due to an increase in excess equity held by the Company.

 

Financial measures improved for the first nine months of 2008 compared to the same period in 2007, primarily due to the tax benefit related to our SILO transactions and an increase in noninterest income and net interest income, partially offset by an increase in noninterest expense.  The $9.8 million increase in noninterest income was primarily due to the $13.7 million pre-tax gain from the mandatory redemption of our Visa shares.  The increase in net interest income was primarily due to a decrease in the cost of our securities sold under agreements to repurchase.  These positive factors were partially offset by a $6.1 million increase in noninterest expense primarily due to several accruals (cash awards to purchase our stock, legal contingencies, and a contribution to the Bank of Hawaii Charitable Foundation and other charitable organizations), partially offset by the reversal of the previously recorded contingency accruals related to Visa.  The increase in the benefit for income taxes related to the segment was primarily due to the $12.9 million credit related to our SILO transactions.  The capital charge increased by $1.0 million for the first nine months of 2008 compared to the same period in 2007, primarily due to an increase in excess equity held by the Company.

 

Other organizational units (Technology, Operations, Marketing, Human Resources, Finance, Credit and Risk Management, and Corporate and Regulatory Administration) included in Treasury provided a wide-range of support to our other income earning segments.  Expenses incurred by these support units are charged to the business segments through an internal cost allocation process.


 

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Table of Contents

 


Corporate Risk Profile

 

Credit Risk

 

Our overall credit risk position remained relatively stable during the third quarter of 2008, with low, albeit increasing, levels of non-performing assets compared to December 31, 2007.  Our credit risk profile reflects our continued disciplined underwriting approach.  During the third quarter of 2008, signs of slowing in the Hawaii economy became more prominent.  Reduced airline capacity, higher air travel fares, a slowing economy on the Mainland U.S., and the exit of cruise ships from the local market are resulting in lower visitor arrivals.  Trends in the construction and real estate industries are also slowing.  Unemployment levels are trending upward from record low levels.  We expect inflation to moderate in future periods.  The slowing economy in Hawaii may result in higher delinquencies and loss rates in our loan and lease portfolio, with the primary impact expected in our small business and unsecured consumer lending portfolios.  We also have elevated risk in our air and other transportation, and commercial real estate exposures due to a weaker economy in Hawaii and the Mainland U.S.

Table 16 summarizes our air transportation credit exposure.  As of September 30, 2008, included in our commercial lending portfolio are nine leveraged leases on aircraft that were originated in the 1990’s and prior.  Outstanding credit exposure related to these leveraged leases was $70.9 million as of September 30, 2008.  Our air transportation credit exposure decreased from December 2007 due to the sale of our equity interest in an aircraft lease in the first quarter of 2008.  However, relative to our total loan and lease portfolio, domestic air transportation carriers continue to demonstrate a higher risk profile due to fuel costs, pension plan obligations, and marginal pricing power.  We believe that volatile fuel costs, coupled with a slowing Mainland U.S. economy, will place additional pressure on the financial health of air transportation carriers for the foreseeable future.  In the evaluation of the Reserve for Credit Losses (the “Reserve”), we continue to consider the ongoing financial concerns about the air transportation industry.


 

Air Transportation Credit Exposure 1 (Unaudited)

 

Table 16

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2008

 

2008

 

2007

 

2007

 

Passenger Carriers Based In the United States

 

$

60,260

 

$

 60,603

 

$

 61,190

 

$

64,947

 

$

 64,867

 

Passenger Carriers Based Outside the United States

 

5,809

 

7,161

 

7,258

 

19,078

 

19,162

 

Cargo Carriers

 

13,689

 

13,568

 

13,472

 

13,390

 

13,326

 

Total Air Transportation Credit Exposure

 

$

79,758

 

$

   81,332

 

$

   81,920

 

$

  97,415

 

$

   97,355

 

 

1 Exposure includes loans, leveraged leases, and operating leases.

 

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Table of Contents

 

Non-Performing Assets

 

Table 17 presents information on non-performing assets (“NPAs”) and accruing loans and leases past due 90 days or more.

 

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

 

 

 

 

 

Table 17

 

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2008

 

2008

 

2007

 

2007 1

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans and Leases

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

574

 

$

1,119

 

$

 794

 

$

 598

 

$

359

 

Commercial Mortgage

 

 

 

 

112

 

123

 

Lease Financing

 

149

 

329

 

504

 

297

 

 

Total Commercial

 

723

 

1,448

 

1,298

 

1,007

 

482

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

3,749

 

3,784

 

3,235

 

2,681

 

3,237

 

Home Equity

 

1,162

 

1,189

 

1,187

 

1,414

 

436

 

Other 2

 

 

30

 

31

 

 

 

Total Consumer

 

4,911

 

5,003

 

4,453

 

4,095

 

3,673

 

Total Non-Accrual Loans and Leases

 

5,634

 

6,451

 

5,751

 

5,102

 

4,155

 

Foreclosed Real Estate

 

293

 

229

 

294

 

184

 

105

 

Total Non-Performing Assets

 

$

5,927

 

$

 6,680

 

$

 6,045

 

$

 5,286

 

$

4,260

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing Loans and Leases Past Due 90 Days or More

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

 

$

 

$

 24

 

$

 —

 

$

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

3,455

 

2,601

 

3,892

 

4,884

 

639

 

Home Equity

 

296

 

201

 

328

 

413

 

115

 

Automobile

 

758

 

625

 

865

 

1,174

 

734

 

Other 2

 

926

 

756

 

725

 

1,112

 

944

 

Total Consumer

 

5,435

 

4,183

 

5,810

 

7,583

 

2,432

 

Total Accruing Loans and Leases Past Due 90 Days or More

 

$

5,435

 

$

 4,183

 

$

 5,834

 

$

 7,583

 

$

2,432

 

Total Loans and Leases

 

$

  6,539,458

 

$

   6,518,128

 

$

 6,579,337

 

$

 6,580,861

 

$

  6,599,915

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases

 

0.09

%

0.10

%

0.09

%

0.08

%

0.06

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.09

%

0.10

%

0.09

%

0.08

%

0.06

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Commercial Non-Performing Assets to
Total Commercial Loans and Leases

 

0.03

%

0.06

%

0.05

%

0.04

%

0.02

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.13

%

0.13

%

0.11

%

0.10

%

0.09

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.17

%

0.17

%

0.18

%

0.20

%

0.10

%

 

 

 

 

 

 

 

 

 

 

 

 

Quarter to Quarter Changes in Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Quarter

 

$

6,680

 

$

 6,045

 

$

 5,286

 

$

 4,260

 

$

6,314

 

Additions

 

1,355

 

2,900

 

2,614

 

1,866

 

662

 

Reductions

 

 

 

 

 

 

 

 

 

 

 

Payments

 

(955

)

(630

)

(386

)

(256

)

(1,741

)

Return to Accrual Status

 

(756

)

(943

)

(944

)

(214

)

(787

)

Sales of Foreclosed Real Estate

 

 

 

 

(161

)

(48

)

Charge-offs/Write-downs

 

(397

)

(692

)

(525

)

(209

)

(140

)

Total Reductions

 

(2,108

)

(2,265

)

(1,855

)

(840

)

(2,716

)

Balance at End of Quarter

 

$

5,927

 

$

 6,680

 

$

 6,045

 

$

 5,286

 

$

4,260

 

 

1 Certain prior period information has been reclassified to conform to the current presentation.

2 Comprised of other revolving credit, installment, and lease financing.

 

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Table of Contents

 


The changes in NPAs by category from December 31, 2007 and September 30, 2007 reflect normal delinquency and resolution activity consistent with the slowing economy in Hawaii.

 

Included in NPAs are loans and leases that we consider impaired.  Impaired loans and leases are defined as those which we believe it is probable we will not collect all amounts due according to the contractual terms of the loan or lease agreement, as well as those loans or leases whose terms have been modified in a troubled debt restructuring.  There were no impaired loans as of September 30, 2008.  Impaired loans were less than $0.1 million as of December 31, 2007 and $0.2 million as of September 30, 2007.

 

Credit quality in our commercial and mortgage-related consumer lending portfolios remained stable during the third quarter of 2008.  Residential mortgage and home equity lending comprise the largest components of our consumer lending portfolio.  As of September 30, 2008, the weighted average credit score for our residential mortgage loan portfolio

was 756, with 96% of this portfolio having a loan-to-value ratio of 80% or less.  As of September 30, 2008, the weighted average credit score for our home equity loan portfolio was 747, with the majority of the portfolio having a loan-to-value ratio of 80% or less.

 

Loans and Leases Past Due 90 Days or More and Still Accruing Interest

 

The changes in loans and leases past due 90 days or more and still accruing interest from December 31, 2007 and September 30, 2007 reflect  normal delinquency and resolution activity consistent with the slowing economy in Hawaii.  We do not expect to incur material losses on these loans and leases.

 

Due to the low volume of NPAs and accruing loans and leases past due 90 days or more, we anticipate some degree of variability in the balances in these categories from period to period and do not consider modest changes to be indicative of significant asset quality trends.


 

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Table of Contents

 

Reserve for Credit Losses

 

Table 18 presents the activity in our Reserve for the three and nine months ended September 30, 2008 and 2007.

 

Reserve for Credit Losses (Unaudited)

 

Table 18

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007 1

 

2008

 

2007 1

 

Balance at Beginning of Period

 

$

107,667

 

$

96,167

 

$

96,167

 

$

96,167

 

Loans and Leases Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

(1,783

)

(715

)

(4,568

)

(2,258

)

Lease Financing

 

(27

)

(123

)

(303

)

(145

)

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

(398

)

 

(531

)

(47

)

Home Equity

 

(519

)

(422

)

(1,798

)

(764

)

Automobile

 

(2,858

)

(2,215

)

(7,960

)

(7,642

)

Other 2

 

(3,444

)

(2,389

)

(8,202

)

(6,871

)

Total Loans and Leases Charged-Off

 

(9,029

)

(5,864

)

(23,362

)

(17,727

)

Recoveries on Loans and Leases Previously Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

220

 

326

 

1,407

 

918

 

Commercial Mortgage

 

 

35

 

 

156

 

Lease Financing

 

2

 

2

 

7

 

2,089

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

67

 

14

 

162

 

203

 

Home Equity

 

36

 

69

 

83

 

189

 

Automobile

 

699

 

596

 

2,195

 

1,980

 

Other 2

 

647

 

752

 

2,051

 

2,128

 

Total Recoveries on Loans and Leases Previously Charged-Off

 

1,671

 

1,794

 

5,905

 

7,663

 

Net Loans and Leases Charged-Off

 

(7,358

)

(4,070

)

(17,457

)

(10,064

)

Provision for Credit Losses

 

20,358

 

4,070

 

41,957

 

10,064

 

Balance at End of Period 3

 

$

120,667

 

$

96,167

 

$

120,667

 

$

96,167

 

 

 

 

 

 

 

 

 

 

 

Components

 

 

 

 

 

 

 

 

 

Allowance for Loan and Lease Losses

 

$

115,498

 

$

90,998

 

$

115,498

 

$

90,998

 

Reserve for Unfunded Commitments

 

5,169

 

5,169

 

5,169

 

5,169

 

Total Reserve for Credit Losses

 

$

120,667

 

$

96,167

 

$

120,667

 

$

96,167

 

 

 

 

 

 

 

 

 

 

 

Average Loans and Leases Outstanding

 

$

6,512,453

 

$

6,570,261

 

$

6,543,871

 

$

6,554,979

 

 

 

 

 

 

 

 

 

 

 

Ratio of Net Loans and Leases Charged-Off to
Average Loans and Leases Outstanding (annualized)

 

0.45

%

0.25

%

0.36

%

0.21

%

Ratio of Allowance for Loan and Lease Losses to
Loans and Leases Outstanding

 

1.77

%

1.38

%

1.77

%

1.38

%

 

1  Certain prior period information has been reclassified to conform to the current presentation.

2  Comprised of other revolving credit, installment, and lease financing.

3  Included in this analysis is activity related to the Company’s reserve for unfunded commitments, which is separately recorded in other liabilities in the Consolidated Statements of Condition (Unaudited).

 


We maintain a Reserve which consists of two components, the Allowance and a Reserve for Unfunded Commitments (“Unfunded Reserve”).  The Reserve provides for the risk of credit losses inherent in the loan and lease portfolio and is based on loss estimates derived from a comprehensive

quarterly evaluation.  The evaluation reflects analyses of individual borrowers and historical loss experience, supplemented as necessary by credit judgment that considers observable trends, conditions, other relevant environmental and economic factors.


 

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Table of Contents

 


The level of the Allowance is adjusted by recording an expense or recovery through the Provision.  The level of the Unfunded Reserve is adjusted by recording an expense or recovery in other noninterest expense.  The Provision exceeded net charge-offs of loans and leases for the third quarter of 2008 by $13.0 million and by $24.5 million for the first nine months of 2008.  As of September 30, 2008, the Allowance was $115.5 million or 1.77% of total loans and leases outstanding.  This represents an increase of 39 basis points from December 31, 2007 and September 30, 2007.  The increase in the Allowance during the first nine months of 2008 was due to heightened risk in three specific loan exposures and to general risk from the weakening economy in Hawaii and the Mainland U.S.  The increase in the Allowance during the first nine months of 2008 also reflects increased risk in our small business and unsecured consumer lending portfolios.

 

Although we determine the amount of each component of the Allowance separately, the Allowance as a whole was considered appropriate by management as of September 30, 2008, based on our ongoing analysis of estimated probable credit losses, credit risk profiles, economic conditions, coverage ratios, and other relevant factors.

 

The Reserve for Unfunded Commitments

 

The Unfunded Reserve remained unchanged from December 31, 2007 and September 30, 2007.  The process used to determine the Unfunded Reserve is consistent with the process for determining the Allowance, as adjusted for estimated funding probabilities or loan and lease equivalency factors.

 

Market Risk

 

Market risk is the potential of loss arising from adverse changes in interest rates, illiquidity, and credit risk.  We are exposed to market risk in the normal course of conducting our business activities.  Financial products that expose us to market risk include investment securities, loans and leases, deposits, debt, and derivative financial instruments.  Our market risk management process involves measuring, monitoring, controlling, and adjusting levels of risk that can significantly impact our statements of income and condition.  In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance,

while limiting volatility.  In the management of market risks, activities are categorized into “trading” and “non-trading.”

 

Our trading activities include trading securities that are used to manage the market risk exposure of our mortgage servicing rights, the majority of which are recorded at estimated fair value on the statement of condition.  Our trading activities also include foreign currency and foreign exchange contracts that expose us to a small degree of foreign currency risk.  Foreign currency and foreign exchange contracts are primarily executed on behalf of our customers and at times for our own account.  We also enter into interest rate swap agreements with customers to assist them in managing their interest rate risk.  However, we mitigate this risk by entering into offsetting interest rate swap agreements with third parties.

 

Our non-trading activities include normal business transactions that expose our balance sheet to varying degrees of market risk.  Our primary market risk exposure is interest rate risk.  A key element in the process of managing market risk involves oversight by senior management and the Board of Directors as to the level of such risk.  The Board of Directors reviews and approves risk management policies, including risk limits and guidelines, and delegates oversight functions to the Asset/Liability Management Committee (“ALCO”).  The ALCO, consisting of senior business and finance officers, monitors market risk exposure and, as market conditions dictate, modifies positions as deemed appropriate.  The ALCO may also direct the use of derivative financial instruments to manage market risk.

 

Interest Rate Risk

 

The objective of the interest rate risk management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

 

Our statement of condition is sensitive to changes in the general level of interest rates.  This interest rate risk arises primarily from normal business activities of gathering deposits and extending loans and leases.  Many other factors also affect exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and repricing characteristics of financial instruments.


 

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Our earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the U.S. government and its agencies, particularly the Board of Governors of the Federal Reserve System (the “FRB”).  The monetary policies of the FRB influence, to a significant extent, the overall growth of loans, investment securities, deposits as well as the level of interest rates earned on assets and paid for liabilities.  The nature and impact of future changes in monetary policies are generally not predictable.

 

In managing interest rate risk, we, through the ALCO, measure short-term and long-term sensitivities to changes in interest rates.  The ALCO utilizes several techniques to manage interest rate risk, which include shifting balance sheet mix or altering the interest rate characteristics of assets and liabilities, changing product pricing strategies, or modifying characteristics of our investment securities portfolio.  We are also authorized to use derivative financial instruments.  However, our use of derivative financial instruments has been limited over the past several years due to the natural on-balance sheet hedge arising out of offsetting interest rate exposures from loans and investment securities with deposits and other interest-bearing liabilities.  In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by the ALCO.  For example, we continue to utilize our trading portfolio to offset the change in our mortgage servicing rights, the majority of which is recorded at estimated fair value.  Natural and offsetting hedges reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures.  Expected movements in interest rates are also considered in managing interest rate risk.  Thus, as interest rates change, we may use different techniques to manage interest rate risk.

 

A key element in our ongoing process to measure and monitor interest rate risk is the utilization of an asset/liability simulation model.  This model is used to estimate and measure the balance sheet’s sensitivity to changes in interest rates. 

These estimates are based on assumptions regarding the behavior of loan and deposit pricing, repayment rates on mortgage-based assets, and principal amortization and maturities on other financial instruments.  The model’s analytics include the effects of standard prepayment options on mortgages and customer withdrawal options for deposits.  While such assumptions are inherently uncertain, management believes that these assumptions are reasonable.  As a result, the simulation model attempts to capture the dynamic nature of the balance sheet and provide a sophisticated estimate rather than a precise prediction of exposure to changes in interest rates.

 

We utilize net interest income simulations to analyze short-term income sensitivities to changes in interest rates.  Table 19 presents, as of September 30, 2008 and 2007, an estimate of the change in net interest income during a quarterly time frame that would result from a gradual 100 and 200 basis point increase or decrease in interest rates, moving in a parallel fashion over the entire yield curve, over the next 12-month period, relative to the measured base case scenario for net interest income without any change in strategy.  Based on the net interest income simulation as of September 30, 2008, our net interest income sensitivity was greater than our sensitivity as of September 30, 2007 in lower interest rate scenarios, while lower than our sensitivity as of September 30, 2007 in higher interest rate scenarios, due to a decline in interest rates.  In lower interest rate scenarios, limited deposit repricing will adversely impact overall net interest income.  In higher interest rate scenarios, liabilities are expected to reprice slightly faster than assets.  Additionally, to analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated.  These non-parallel interest rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve become flat or inverted for a period of time.  Conversely, if the yield curve should steepen further, net interest income may increase.


 

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Net Interest Income Sensitivity Profile (Unaudited)

 

Table 19

 

 

Change in Net Interest Income Per Quarter

 

(dollars in thousands)

 

September 30, 2008

 

September 30, 2007

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(627

)

(0.6

)%

$

(860

)

(0.9

)%

+100

 

(104

)

(0.1

)

(326

)

(0.3

)

-100

 

(940

)

(0.9

)

(69

)

(0.1

)

-200

 

(2,090

)

(2.0

)

(366

)

(0.4

)

 


We also use a Market Value of Portfolio Equity (“MVPE”) sensitivity analysis to estimate the change in the net present value of our assets, liabilities, and off-balance sheet arrangements from changes in interest rates.  The MVPE was approximately $1.6 billion as of September 30, 2008 and approximately $1.8 billion as of September 30, 2007.  Table 20 presents, as of September 30, 2008 and 2007, an estimate of the change in the MVPE sensitivity that would occur from an immediate 100 and 200 basis point increase or decrease in interest rates, moving in a parallel fashion over the entire yield curve.  The MVPE sensitivity increased as of September 30, 2008, compared to September 30, 2007, primarily as a result of lower interest rates, a steeper yield curve, as well as

increased interest rate volatility.  Further enhancing the MVPE sensitivity analysis are value-at-risk, key rate analysis, duration of equity, exposure to basis risk, and non-parallel yield curve shift analyses.  There are inherent limitations to these measures; however, used along with the MVPE sensitivity analysis, we obtain better overall insight for managing our exposure to changes in interest rates.  Based on the additional analyses, we estimate our greatest exposure is in scenarios where medium-term and long-term interest rates rise while short-term interest rates remain unchanged and when the spread between the U.S. Treasury and LIBOR rates decrease (“spread narrowing”).


 

Market Value of Equity Sensitivity Profile (Unaudited)

 

Table 20

 

 

Change in Market Value of Equity

(dollars in thousands)

 

September 30, 2008

 

September 30, 2007

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(196,695

)

(12.5

)%

$

(197,636

)

(11.2

)%

+100

 

(83,651

)

(5.3

)

(88,877

)

(5.0

)

-100

 

(5,721

)

(0.4

)

26,105

 

1.5

 

-200

 

(130,480

)

(8.3

)

(43,640

)

(2.5

)

 


Liquidity Management

 

Liquidity is managed in an effort to ensure that we have continuous access to sufficient, reasonably priced funding to conduct our business and satisfy obligations in a normal manner.

 

Cash and noninterest-bearing deposits, interest-bearing deposits, and funds sold provide us with readily available sources of liquidity.  Investment securities in our available-for-sale portfolio are also a near-term source of asset liquidity, although we do not have the intent to sell such investment securities that are currently in a gross unrealized loss position.

 

Core deposit balances (comprised of non-interest bearing demand, interest-bearing demand, and savings accounts) have historically provided a sizable source of relatively stable and low-cost funds.  Time deposit balances also provide us with a relatively stable source of funds, albeit at a slightly higher cost.  We are also able to utilize funds purchased, short-term borrowings, and securities sold under agreements to repurchase as a mechanism to fund growth in our loan and lease portfolio.

 

We are a member of the FHLB, which provides an additional source of short-term and long-term funding.  Outstanding borrowings from the FHLB were $50.0 million as of September 30, 2008, December 31, 2007 and September 30, 2007 with a weighted average interest rate of 4%.


 

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Table of Contents

 


Additionally, a $1.0 billion senior and subordinated bank note program is available.  Under this program, we may issue additional notes provided that the aggregate amount outstanding does not exceed $1.0 billion.  The unpaid principal amount of our subordinated notes outstanding under this bank note program was $119.0 million as of September 30, 2008 and $124.9 million as of December 31, 2007 and September 30, 2007.  These subordinated notes bear a fixed interest rate of 6.875% and will mature in March 2009.

 

Capital Management

 

The Parent and the Bank are subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can cause certain mandatory and discretionary actions by regulators that, if undertaken, could have a material effect on our financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Parent and the Bank must meet specific capital guidelines that involve quantitative and qualitative measures.  These measures were established by regulation to ensure capital adequacy.  As of September 30, 2008, the Parent and the Bank were “well capitalized” under this regulatory framework.  There have been no conditions or events since September 30, 2008 that management believes have changed either the Parent’s or the Bank’s capital classifications.

 

As of September 30, 2008, the fair value of our subordinated notes of $120.6 million, recorded as a component of long-term debt on our statements of condition, no longer qualified as a component of Total Capital for regulatory capital purposes due to the maturity of our subordinated notes being within 12 months from September 30, 2008.

As of September 30, 2008, our leverage ratio was 7.27%.  We actively manage our capital toward a leverage ratio that is adjusted periodically in consideration of market conditions.  Our ability to manage toward a particular leverage ratio is aided by our strong capital structure, strong earnings and core deposit base, alternative sources of liquidity, and our ongoing share repurchase program.

 

From January 1, 2008 through September 18, 2008, we repurchased 1.2 million shares of common stock under our share repurchase program at an average cost of $48.90 per share, totaling $58.9 million.  From the beginning of our share repurchase program in July 2001 through September 18, 2008, we repurchased a total of 45.6 million shares of common stock and returned $1.6 billion to our shareholders at an average cost of $35.44 per share.  Since September 18, 2008, we have not repurchased shares of our common stock in order to further build our capital levels.  We continue to monitor our capital position and will resume our share repurchases when deemed appropriate.  On October 24, 2008, our Board of Directors increased the authorization under the share repurchase program by an additional $50.0 million.  This new authorization, combined with the previously announced authorization of $1.65 billion, brings the total share repurchase authority of our common stock to $1.70 billion.

 

In October 2008, our Board of Directors declared a quarterly cash dividend of $0.45 per share on our outstanding shares, which represents an increase of $0.01 from the dividend declared for the previous three quarters.  The dividend will be payable on December 12, 2008 to our shareholders of record at the close of business on November 28, 2008.


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Table of Contents

 

Table 21 presents our regulatory capital and ratios as of September 30, 2008, December 31, 2007, and September 30, 2007.

 

Regulatory Capital and Ratios (Unaudited)

 

 

 

 

 

Table 21

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2008

 

2007

 

2007

 

Regulatory Capital

 

 

 

 

 

 

 

Shareholders’ Equity

 

$

780,020

 

$

750,255

 

$

731,697

 

Add:

Capital Securities of Bancorp Hawaii Capital Trust I

 

 

26,425

 

26,425

 

Less:

Cumulative Change in Fair Value of Financial Liabilities

 

 

 

 

 

 

 

 

Accounted for Under the Fair Value Option

 

(1,428

)

 

 

 

Goodwill

 

34,959

 

34,959

 

34,959

 

 

Postretirement Benefit Liability Adjustments

 

8,274

 

8,647

 

6,731

 

 

Net Unrealized Losses on Investment Securities

 

 

 

 

 

 

 

 

Available-for-Sale

 

(15,086

)

(1,388

)

(17,403

)

 

Other Assets

 

2,771

 

2,759

 

2,841

 

Tier 1 Capital

 

750,530

 

731,703

 

730,994

 

Allowable Reserve for Credit Losses

 

84,663

 

88,716

 

90,058

 

Qualifying Subordinated Debt

 

 

24,982

 

24,979

 

Unrealized Gains on Investment Securities Available-for-Sale

 

 

59

 

32

 

Total Regulatory Capital

 

$

835,193

 

$

845,460

 

$

846,063

 

Risk-Weighted Assets

 

$

  6,737,044

 

$

  7,089,846

 

$

  7,198,547

 

 

 

 

 

 

 

 

 

Key Regulatory Capital Ratios

 

 

 

 

 

 

 

Tier 1 Capital Ratio 1

 

11.14

%

10.32

%

10.15

%

Total Capital Ratio 2

 

12.40

 

11.92

 

11.75

 

Leverage Ratio 3

 

7.27

 

7.02

 

6.92

 

 

1  Tier 1 capital ratio as of December 31, 2007 and September 30, 2007 was corrected from 10.36% and 10.19%, respectively.

2  Total capital ratio as of December 31, 2007 and September 30, 2007 was corrected from 11.96% and 11.79%, respectively.

3  Leverage ratio as of December 31, 2007 and September 30, 2007 was corrected from 7.04% and 6.95%, respectively.

 


The corrections to our Regulatory Capital Ratios as of December 31, 2007 and September 30, 2007 did not change our well capitalized position, as defined in the regulatory framework for prompt corrective action, as previously reported.

 

Off-Balance Sheet Arrangements, Credit Commitments, and Contractual Obligations

 

Off-Balance Sheet Arrangements

 

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as variable-

which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

Contractual Obligations

 

Our contractual obligations have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2007.

 

Credit Commitments

 

Table 22 presents our credit commitments as of September 30, 2008:


interest entities,

 

Credit Commitments (Unaudited)

 

 

 

 

 

 

 

 

 

Table 22

 

 

 

Less Than

 

 

 

 

 

After 5

 

 

 

(dollars in thousands)

 

One Year

 

1-3 Years

 

4-5 Years

 

Years

 

Total

 

Unfunded Commitments to Extend Credit

 

$

561,860

 

$

428,106

 

$

212,314

 

$

1,250,617

 

$

2,452,897

 

Standby Letters of Credit

 

84,632

 

3,779

 

 

 

88,411

 

Commercial Letters of Credit

 

26,427

 

 

 

 

26,427

 

Total Credit Commitments

 

$

  672,919

 

$

  431,885

 

$

  212,314

 

$

  1,250,617

 

$

  2,567,735

 

 

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Table of Contents

 

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

 

See the “Market Risk” section of MD&A.

 

Item 4.       Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2008.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2008.  There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the third quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II - Other Information

 

Item 1A.    Risk Factors

 

There are no material changes from the risk factors set forth under Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007.

 

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

 

The Parent’s repurchases of equity securities for the third quarter of 2008 were as follows:

 

Issuer Purchases of Equity Securities (Unaudited)

 

 

 

 

 

 

Total Number of Shares

 

Approximate Dollar Value

 

 

 

 

 

 

 

Purchased as Part of

 

of Shares that May Yet Be

 

 

 

Total Number of

 

Average Price

 

Publicly Announced Plans

 

Purchased Under the

 

Period

 

Shares Purchased 1

 

Paid Per Share

 

or Programs

 

Plans or Programs 2

 

July 1 - 31, 2008

 

208,693

 

$

45.80

 

208,500

 

$

  42,039,916

 

August 1 – 31, 2008

 

75,647

 

52.93

 

74,700

 

38,085,252

 

September 1 - 30, 2008

 

50,876

 

55.05

 

49,000

 

35,399,309

 

Total

 

335,216

 

$

  48.82

 

332,200

 

 

 

 

1  The months of July, August, and September 2008 included 193, 947, and 1,876 shares, respectively, purchased from employees in connection with stock swaps, income tax withholdings related to vesting of restricted stock, and shares purchased for a Rabbi Trust.  These shares were not purchased as part of the publicly announced program.  The shares were purchased at the closing price of the Parent’s common stock on the dates of purchase.

2  The share repurchase program was first announced in July 2001.  As of September 30, 2008, the Parent’s Board of Directors authorized a total of $1.65 billion under the share repurchase program.  The program has no set expiration or termination date.

 

Item 5.       Other Information

 

None.

 

Item 6.       Exhibits

 

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index and is incorporated herein by reference.

 

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Signatures

 

Pursuant to the requirements of Section 13 or 15(d) 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:    October 31, 2008

Bank of Hawaii Corporation

 

 

 

 

 

By:

      /s/ Allan R. Landon

 

 

      Allan R. Landon

 

 

      Chairman of the Board and

 

 

      Chief Executive Officer

 

 

 

 

 

 

 

By:

      /s/ Kent T. Lucien

 

 

      Kent T. Lucien

 

 

      Chief Financial Officer

 

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Table of Contents

 

Exhibit Index

 

Exhibit Number

 

 

 

12

 

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002