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, 2007

 

 

 

 

 

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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x             Accelerated filer o             Non-accelerated filer 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 19, 2007, there were 48,999,283 shares of common stock outstanding.

 

 



 

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, 2007 and 2006

 

3

 

 

 

 

 

 

 

Consolidated Statements of Condition –September 30, 2007,
December 31, 2006, and September 30, 2006

 

4

 

 

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity – Nine months ended
September 30, 2007 and 2006

 

5

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows – Nine months ended September 30, 2007 and 2006

 

6

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

7

 

 

 

 

 

Item 2.

 

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

 

15

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

44

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

44

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

44

 

 

 

 

 

Item 5.

 

Other Information

 

44

 

 

 

 

 

Item 6.

 

Exhibits

 

44

 

 

 

 

 

Signatures

 

45

 

 

 

Exhibit Index

 

46

 



 

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)

 

2007

 

2006 1

 

2007

 

2006 1

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and Fees on Loans and Leases

 

$

112,787

 

$

110,065

 

$

335,111

 

$

313,824

 

Income on Investment Securities

 

 

 

 

 

 

 

 

 

Trading

 

1,114

 

-

 

4,089

 

-

 

Available-for-Sale

 

33,486

 

31,949

 

96,010

 

94,010

 

Held-to-Maturity

 

3,616

 

4,558

 

11,495

 

13,973

 

Deposits

 

1,086

 

50

 

1,240

 

148

 

Funds Sold

 

1,103

 

66

 

2,694

 

361

 

Other

 

364

 

272

 

1,061

 

816

 

Total Interest Income

 

153,556

 

146,960

 

451,700

 

423,132

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

37,613

 

28,464

 

104,689

 

72,753

 

Securities Sold Under Agreements to Repurchase

 

11,726

 

11,959

 

35,277

 

29,651

 

Funds Purchased

 

1,654

 

2,270

 

4,029

 

6,815

 

Short-Term Borrowings

 

87

 

82

 

265

 

212

 

Long-Term Debt

 

3,920

 

3,835

 

11,869

 

11,293

 

Total Interest Expense

 

55,000

 

46,610

 

156,129

 

120,724

 

Net Interest Income

 

98,556

 

100,350

 

295,571

 

302,408

 

Provision for Credit Losses

 

4,070

 

2,785

 

10,064

 

7,615

 

Net Interest Income After Provision for Credit Losses

 

94,486

 

97,565

 

285,507

 

294,793

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Trust and Asset Management

 

15,146

 

14,406

 

47,114

 

43,791

 

Mortgage Banking

 

3,848

 

2,394

 

9,698

 

7,950

 

Service Charges on Deposit Accounts

 

11,919

 

10,723

 

33,958

 

30,550

 

Fees, Exchange, and Other Service Charges

 

16,465

 

16,266

 

49,082

 

46,666

 

Investment Securities Gains, Net

 

789

 

19

 

1,380

 

19

 

Insurance

 

7,446

 

6,713

 

18,548

 

16,423

 

Other

 

5,629

 

6,366

 

20,450

 

17,261

 

Total Noninterest Income

 

61,242

 

56,887

 

180,230

 

162,660

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and Benefits

 

44,944

 

43,133

 

134,937

 

133,730

 

Net Occupancy

 

10,267

 

9,998

 

29,773

 

29,017

 

Net Equipment

 

4,871

 

5,285

 

14,529

 

15,115

 

Professional Fees

 

2,369

 

2,638

 

7,511

 

5,665

 

Other

 

18,999

 

18,751

 

56,655

 

55,838

 

Total Noninterest Expense

 

81,450

 

79,805

 

243,405

 

239,365

 

Income Before Provision for Income Taxes

 

74,278

 

74,647

 

222,332

 

218,088

 

Provision for Income Taxes

 

26,499

 

27,727

 

79,489

 

88,642

 

Net Income

 

$

47,779

 

$

46,920

 

$

142,843

 

$

129,446

 

Basic Earnings Per Share

 

$

0.98

 

$

0.94

 

$

2.90

 

$

2.57

 

Diluted Earnings Per Share

 

$

0.96

 

$

0.92

 

$

2.86

 

$

2.52

 

Dividends Declared Per Share

 

$

0.41

 

$

0.37

 

$

1.23

 

$

1.11

 

Basic Weighted Average Shares

 

48,913,293

 

49,960,617

 

49,204,295

 

50,407,013

 

Diluted Weighted Average Shares

 

49,663,049

 

50,879,937

 

50,001,594

 

51,453,496

 

 

1 Basic earnings per share for the three and nine months ended September 30, 2006 was corrected from $0.95 and $2.58, respectively. Diluted
earnings per share for the three and nine months ended September 30, 2006 was corrected from $0.93 and $2.53, respectively. In addition, basic
weighted average shares for the three and nine months ended September 30, 2006 was corrected from 49,586,947 and 50,180,280, respectively.
Diluted weighted average shares for the three and nine months ended September 30, 2006 was corrected from 50,506,267 and 51,226,763,
respectively. Corrections were first reported in the fourth quarter of 2006.

 

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

 

3



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Condition (Unaudited)

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2006

 

Assets

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

35,471

 

$

4,990

 

$

5,238

 

Funds Sold

 

-

 

50,000

 

-

 

Investment Securities

 

 

 

 

 

 

 

Trading

 

92,831

 

-

 

-

 

Available-for-Sale

 

 

 

 

 

 

 

Portfolio

 

1,935,383

 

1,846,742

 

1,973,719

 

Pledged as Collateral

 

656,599

 

751,135

 

678,914

 

Held-to-Maturity (Fair Value of $299,191; $360,719; and $385,891)

 

307,653

 

371,344

 

397,520

 

Loans Held for Sale

 

8,016

 

11,942

 

15,336

 

Loans and Leases

 

6,599,915

 

6,623,167

 

6,489,057

 

Allowance for Loan and Lease Losses

 

(90,998

)

(90,998

)

(90,795

)

  Net Loans and Leases

 

6,508,917

 

6,532,169

 

6,398,262

 

Total Earning Assets

 

9,544,870

 

9,568,322

 

9,468,989

 

Cash and Noninterest-Bearing Deposits

 

344,267

 

398,342

 

283,621

 

Premises and Equipment

 

120,318

 

125,925

 

127,521

 

Customers’ Acceptances

 

1,967

 

1,230

 

673

 

Accrued Interest Receivable

 

52,652

 

49,284

 

49,339

 

Foreclosed Real Estate

 

105

 

407

 

409

 

Mortgage Servicing Rights

 

28,407

 

19,437

 

18,995

 

Goodwill

 

34,959

 

34,959

 

34,959

 

Other Assets

 

422,050

 

373,909

 

386,709

 

Total Assets

 

$

10,549,595

 

$

10,571,815

 

$

10,371,215

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Noninterest-Bearing Demand

 

$

1,894,933

 

$

1,993,794

 

$

1,879,644

 

Interest-Bearing Demand

 

1,530,982

 

1,642,375

 

1,608,774

 

Savings

 

2,711,169

 

2,690,846

 

2,596,940

 

Time

 

1,738,082

 

1,696,379

 

1,601,765

 

Total Deposits

 

7,875,166

 

8,023,394

 

7,687,123

 

Funds Purchased

 

191,900

 

60,140

 

160,600

 

Short-Term Borrowings

 

10,749

 

11,058

 

11,290

 

Securities Sold Under Agreements to Repurchase

 

1,087,511

 

1,047,824

 

1,099,260

 

Long-Term Debt

 

235,350

 

260,288

 

265,268

 

Banker’s Acceptances

 

1,967

 

1,230

 

673

 

Retirement Benefits Payable

 

41,125

 

48,309

 

72,651

 

Accrued Interest Payable

 

18,526

 

22,718

 

18,659

 

Taxes Payable and Deferred Taxes

 

271,089

 

277,202

 

280,611

 

Other Liabilities

 

84,515

 

100,232

 

91,608

 

Total Liabilities

 

9,817,898

 

9,852,395

 

9,687,743

 

Shareholders’ Equity

 

 

 

 

 

 

 

Common Stock ($.01 par value; authorized 500,000,000 shares; issued / outstanding: September 2007 - 57,005,602 / 49,068,275; December 2006 - 56,848,609 / 49,777,654; and September 2006 - 56,848,799 / 49,809,709)

 

567

 

566

 

566

 

Capital Surplus

 

482,586

 

475,178

 

471,908

 

Accumulated Other Comprehensive Loss

 

(28,359

)

(39,084

)

(49,422

)

Retained Earnings

 

671,451

 

630,660

 

605,976

 

Treasury Stock, at Cost (Shares: September 2007 - 7,937,327;

 

 

 

 

 

 

 

December 2006 - 7,070,955; and September 2006 - 7,039,090)

 

(394,548

)

(347,900

)

(345,556

)

Total Shareholders’ Equity

 

731,697

 

719,420

 

683,472

 

Total Liabilities and Shareholders’ Equity

 

$

10,549,595

 

$

10,571,815

 

$

10,371,215

 

 

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

 

4



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

 

 

 

 

 

 

 

 

Accum.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compre-

 

 

 

Deferred

 

 

 

Compre-

 

 

 

 

 

Common

 

Capital

 

hensive

 

Retained

 

Stock

 

Treasury

 

hensive

 

(dollars in thousands)

 

Total

 

Stock

 

Surplus

 

Loss

 

Earnings

 

Grants

 

Stock

 

Income

 

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 Prior Service Credit and Net Actuarial Loss

 

637

 

-

 

-

 

637

 

-

 

-

 

-

 

637

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

148,289

 

Share-Based Compensation

 

4,464

 

-

 

4,464

 

-

 

-

 

-

 

-

 

 

 

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

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2005

 

$

693,352

 

$

565

 

$

473,338

 

$

(47,818

)

$

546,591

 

$

(11,080

)

$

(268,244

)

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

129,446

 

-

 

-

 

-

 

129,446

 

-

 

-

 

$

129,446

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(1,604

)

-

 

-

 

(1,604

)

-

 

-

 

-

 

(1,604

)

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

127,842

 

Share-Based Compensation

 

4,017

 

-

 

4,017

 

-

 

-

 

-

 

-

 

 

 

Tax Benefits related to Share-Based Compensation

 

5,412

 

-

 

5,412

 

-

 

-

 

-

 

-

 

 

 

Common Stock Issued under Purchase and Equity Compensation Plans
(730,432 shares)

 

21,337

 

1

 

(10,859

)

-

 

(13,764

)

11,080

 

34,879

 

 

 

Common Stock Repurchased (2,194,534 shares)

 

(112,191

)

-

 

-

 

-

 

-

 

-

 

(112,191

)

 

 

Cash Dividends Paid

 

(56,297

)

-

 

-

 

-

 

(56,297

)

-

 

-

 

 

 

Balance as of September 30, 2006

 

$

683,472

 

$

566

 

$

471,908

 

$

(49,422

)

$

605,976

 

$

-

 

$

(345,556

)

 

 

 

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

 

5



 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Cash Flows

 

 

Nine Months Ended

 

 

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

Operating Activities

 

 

 

 

 

Net Income

 

$

142,843

 

$

129,446

 

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

 

 

 

 

 

Provision for Credit Losses

 

10,064

 

7,615

 

Depreciation and Amortization

 

11,006

 

12,292

 

Amortization of Deferred Loan and Lease Fees

 

(1,354

)

(2,350

)

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

 

2,250

 

3,086

 

Change in Fair Value of Mortgage Servicing Rights

 

2,221

 

-

 

Share-Based Compensation

 

4,464

 

4,017

 

Benefit Plan Contributions

 

(8,404

)

(1,278

)

Deferred Income Taxes

 

(81,991

)

19,475

 

Net Gains on Investment Securities

 

(1,380

)

(19

)

Net Change in Trading Securities

 

71,349

 

-

 

Proceeds from Sales of Loans Held for Sale

 

253,217

 

242,040

 

Originations of Loans Held for Sale

 

(249,291

)

(239,461

)

Tax Benefits from Share-Based Compensation

 

(2,624

)

(5,412

)

Net Change in Other Assets and Other Liabilities

 

532

 

(28,363

)

Net Cash Provided by Operating Activities

 

152,902

 

141,088

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Investment Securities Available-for-Sale:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

418,107

 

319,846

 

Proceeds from Sales

 

50,012

 

25,020

 

Purchases

 

(611,015

)

(464,103

)

Investment Securities Held-to-Maturity:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

63,193

 

76,183

 

Purchases

 

-

 

(20,250

)

Net Change in Loans and Leases

 

(28,176

)

(326,376

)

Premises and Equipment, Net

 

(5,399

)

(5,900

)

Net Cash Used In Investing Activities

 

(113,278

)

(395,580

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Net Change in Deposits

 

(148,228

)

(220,345

)

Net Change in Short-Term Borrowings

 

171,138

 

384,213

 

Proceeds from Long-Term Debt

 

-

 

25,000

 

Repayments of Long-Term Debt

 

(25,000

)

(2,500

)

Tax Benefits from Share-Based Compensation

 

2,624

 

5,412

 

Proceeds from Issuance of Common Stock

 

16,442

 

21,341

 

Repurchase of Common Stock

 

(69,259

)

(112,191

)

Cash Dividends Paid

 

(60,935

)

(56,297

)

Net Cash (Used In) Provided by Financing Activities

 

(113,218

)

44,633

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

(73,594

)

(209,859

)

Cash and Cash Equivalents at Beginning of Period

 

453,332

 

498,718

 

Cash and Cash Equivalents at End of Period

 

$

379,738

 

$

288,859

 

Supplemental Information

 

 

 

 

 

Cash Paid for:

 

 

 

 

 

Interest

 

$

160,321

 

$

112,975

 

Income Taxes

 

73,981

 

63,935

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

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

 

164,180

 

-

 

Transfers from Loans to Foreclosed Real Estate

 

243

 

514

 

 

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

 

6



 

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 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 footnotes 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.

 

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, 2006. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

 

Mortgage Servicing Rights

 

Effective January 1, 2007, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.”  SFAS No. 156 requires all separately recognized servicing assets and liabilities to be initially measured at fair value, if practicable. In adopting the provisions of SFAS No. 156, the Company recorded an increase in the value of mortgage servicing rights of $8.0 million and a net of tax increase to retained earnings of $5.1 million. Also, as permitted by SFAS No. 156, the Company reclassified investment securities with a carrying value of $164.2 million (“Designated Securities”) from the available-for-sale portfolio to the trading portfolio. Concurrently, the Company reclassified unrealized losses of $5.3 million, net of tax, previously recorded as a component of accumulated other comprehensive loss, to retained earnings. The Designated Securities are recorded at fair value on the Company’s statement of condition, with realized and unrealized gains and losses recorded as the change in fair value of Designated Securities in mortgage banking income. The change in fair value of Designated Securities is intended to offset changes in valuation assumptions affecting the recorded value of the Company’s mortgage servicing rights. The net after-tax cumulative-effect adjustment to adopt the provisions of SFAS No. 156 was to reduce retained earnings by $0.2 million as of January 1, 2007. The fair value measurement provisions of SFAS No. 156 were adopted for subsequent re-measurements of the Company’s mortgage servicing rights.

 

7



 

Leveraged Leases

 

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Staff Position (“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, which amends SFAS No. 13, “Accounting for Leases.”  The timing of cash flows relating to income taxes generated by a leveraged lease is an important assumption that affects the periodic income recognized by the lessor for that lease transaction. Under the provisions of FSP No. 13-2, a change or projected change in the timing of cash flows relating to income taxes generated by a leveraged lease transaction requires a recalculation of the total and periodic income related to the leveraged lease transaction. During the years 1998 through 2002, the Company entered into one leveraged lease transaction known as a Lease In-Lease Out (“LILO”) transaction and five leveraged lease transactions known as Sale In-Lease Out (“SILO”) transactions. As of January 1, 2007, these LILO and SILO transactions were in various stages of review by the Internal Revenue Service (the “IRS”). Management expected that the outcome of these reviews would change the projected timing of cash flows from these leveraged leases. As a result, in adopting the provisions of FSP No. 13-2 on January 1, 2007, the Company recorded an after-tax cumulative-effect adjustment to reduce retained earnings by $27.1 million. This adjustment represented a $42.7 million reduction in the carrying value of lease financing balances and a $15.6 million reduction in deferred income taxes payable. The provisions of FSP No. 13-2 also provide that subsequent changes in the timing of projected cash flows that results in a change in the net investment of a leveraged lease is to be recorded as a gain or loss in the Company’s results of operations in the period in which the assumption is changed.

 

During the second quarter of 2007, the Company reached an agreement with the IRS as to the terms of settlement of the issues related to the Company’s LILO transaction. See Note 4 for further discussion on the matter. There has been no change in the status of the IRS review of the Company’s SILO transactions.

 

Income Taxes

 

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.”  FIN 48 established a recognition threshold and measurement attributes for income tax positions recognized in the Company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.”  In evaluating a tax position for recognition, FIN 48 requires that the Company judgmentally evaluate whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more-likely-than-not recognition threshold, the tax position is measured and recognized in the Company’s financial statements as the largest amount of tax benefit that, in management’s judgment, is greater than 50% likely of being realized upon ultimate settlement. Effective January 1, 2007, the Company also adopted the provisions of FSP No. FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48,” which provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing a liability for previously unrecognized tax benefits in the statement of condition. In adopting the provisions of FIN 48 and FSP No. FIN 48-1 on January 1, 2007, the Company recorded an after-tax cumulative-effect adjustment to reduce retained earnings by $7.2 million.

 

See Note 4 for further discussion on the Company’s FIN 48 tax positions as of January 1, 2007 and September 30, 2007.

 

8



 

Future Application of Accounting Pronouncements

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which is effective for the Company on January 1, 2008. SFAS No. 157 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. Management is currently evaluating the effect that the provisions of SFAS No. 157 will have on the Company’s statements of income and condition.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115,” which is effective for the Company on January 1, 2008. SFAS No. 159 provides entities with an option to report selected financial assets and financial liabilities, on an instrument by instrument basis, at fair value, with the objective of reducing both the complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Management is currently evaluating the effect that the provisions of SFAS No. 159 will have on the Company’s statements of income and condition.

 

Note 2. Mortgage Banking

 

The Company’s portfolio of residential mortgage loans serviced for third parties was $2.5 billion as of September 30, 2007 and 2006. The Company’s mortgage servicing activities includes collecting principal, interest, and escrow payments from borrowers; making tax and insurance payments on behalf of the borrowers; monitoring delinquencies and executing foreclosure proceedings; and accounting for and remitting principal and interest payments to investors. The Company’s residential mortgage loan servicing portfolio is comprised primarily of fixed rate loans concentrated in Hawaii.

 

Mortgage servicing rights are recognized as assets when mortgage loans are sold and the rights to service those loans are retained. As of December 31, 2006, the Company recorded its mortgage servicing rights at their relative fair values on the date the loans were sold and were carried at the lower of the initial recorded value, adjusted for amortization, or fair value. As of January 1, 2007, the Company adopted the provisions of SFAS No. 156 which requires all separately recognized servicing assets to be initially measured at fair value, if practicable. As of January 1, 2007, the Company identified its entire balance of mortgage servicing rights as one class of servicing assets for this measurement. The table below reconciles the balance of the Company’s mortgage servicing rights as of December 31, 2006 and January 1, 2007.

 

(Unaudited)     (dollars in thousands)

 

 

 

Balance as of December 31, 2006

 

$

19,437

 

Cumulative-Effect of a Change in Accounting Principle

 

8,007

 

Balance as of January 1, 2007

 

$

27,444

 

 

9



 

The changes in the fair value of the Company’s mortgage servicing rights for the three and nine months ended September 30, 2007 were as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

(Unaudited)     (dollars in thousands)

 

September 30, 2007

 

September 30, 2007

 

Beginning of Period, Fair Value

 

$

29,112

 

$

27,444

 

Origination of Mortgage Servicing Rights

 

916

 

3,184

 

Change in Fair Value of Mortgage Servicing Rights:

 

 

 

 

 

Due to Change in Valuation Assumptions1

 

(433

)

736

 

Due to Paydowns and Other2

 

(1,188

)

(2,957

)

Total Change in Fair Value of Mortgage Servicing Rights

 

(1,621

)

(2,221

)

End of Period, Fair Value

 

$

28,407

 

$

28,407

 

 

1 Principally represents changes in discount rates and loan repayment rate assumptions, mostly due to changes in interest rates.

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

 

The Company estimates the fair value of its mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The model uses factors such as loan repayment rates, costs to service, ancillary income, impound account balances, and interest rate assumptions in its calculations. Risks inherent in the valuation of mortgage servicing rights include changes in interest rates, higher than expected loan repayment rates, and the delayed receipt of cash flows, among other factors. The key assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of September 30, 2007 were as follows:

 

 

 

As of

 

(Unaudited)

 

September 30, 2007

 

Weighted-Average Constant Prepayment Rate1

 

10.79

%

 

Weighted-Average Life (in years)

 

6.10

 

 

Weighted-Average Note Rate

 

5.82

%

 

Weighted-Average Discount Rate

 

8.57

%

 

 

1 Represents annualized loan repayment rate assumption.

 

For the three and nine months ended September 30, 2007 and 2006, the Company’s mortgage banking income was comprised of the following:

 

Mortgage Banking Income (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2007

 

2006

 

Mortgage Origination and Servicing Activities

 

 

 

 

 

 

 

 

 

Servicing Income

 

$

1,515

 

$

1,550

 

$

4,553

 

$

4,618

 

Gains on the Sale of Residential Mortgage Loans

 

1,085

 

1,150

 

3,510

 

3,792

 

Mortgage Loan Fees

 

635

 

410

 

1,857

 

1,528

 

Change in Fair Value of Mortgage Servicing Rights

 

 

 

 

 

 

 

 

 

Due to Paydowns and Other

 

(1,188

)

-

 

(2,957

)

-

 

Other

 

-

 

10

 

57

 

-

 

Total Mortgage Origination and Servicing Activities

 

2,047

 

3,120

 

7,020

 

9,938

 

Mortgage Servicing Rights and Fair Value Activities

 

 

 

 

 

 

 

 

 

Change in Fair Value of Mortgage Servicing Rights
Due to Change in Valuation Assumptions

 

(433

)

-

 

736

 

-

 

Change in Fair Value of Designated Securities1,2

 

2,257

 

-

 

1,914

 

-

 

Gains (Losses) on Derivative Financial Instruments

 

(23

)

(57

)

28

 

(118

)

Amortization of Mortgage Servicing Rights

 

-

 

(669

)

-

 

(1,870

)

Total Mortgage Servicing Rights and Fair Value Activities

 

1,801

 

(726

)

2,678

 

(1,988

)

Total Mortgage Banking Income

 

$

3,848

 

$

2,394

 

$

9,698

 

$

7,950

 

 

1 Designated Securities were comprised of mortgage-backed securities in the Company’s investment trading portfolio, which were used to manage the volatility of the fair value of the mortgage servicing rights.

2 Realized investment trading gains and losses were not material for the three and nine months ended September 30, 2007.

 

10



 

The fair value of the Company’s mortgage servicing rights is sensitive to changes in interest rates and their effect on loan repayment rates. A sensitivity analysis of the Company’s fair value of mortgage servicing rights to changes in the constant prepayment rate and the discount rate is presented in the following table:

 

Sensitivity Analysis (Unaudited)

 

 

As of

 

(dollars in thousands)

 

September 30, 2007

 

Constant Prepayment Rate

 

 

 

Decrease in fair value from 25 basis points (“bps”) adverse change

 

$

(273)

 

Decrease in fair value from 50 bps adverse change

 

(541)

 

Discount Rate

 

 

 

Decrease in fair value from 25 bps adverse change

 

(274)

 

Decrease in fair value from 50 bps adverse change

 

(543)

 

 

This analysis generally cannot be extrapolated because the relationship of a change in one key assumption to the change in the fair value of the Company’s mortgage servicing rights usually is not linear. The calculation of the fair value of mortgage servicing rights is dynamic in nature, in that changes in one key assumption may result in changes in other assumptions, which may magnify or counteract the sensitivity analysis presented in the table above.

 

Note 3. 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, 2007 and 2006 are presented in the following table:

 

Pension Plans and Postretirement Benefit Plan (Unaudited)

 

 

Pension Benefits

 

 

Postretirement Benefits

 

(dollars in thousands)

 

2007

 

2006

 

 

2007

 

2006

 

Three Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

Service Cost

 

$

-

 

$

-

 

 

$

178

 

$

290

 

Interest Cost

 

1,223

 

1,170

 

 

412

 

480

 

Expected Return on Plan Assets

 

(1,373

)

(1,261

)

 

-

 

-

 

Amortization of Unrecognized Net Transition Obligation

 

-

 

-

 

 

-

 

147

 

Prior Service Credit

 

-

 

-

 

 

(50

)

-

 

Recognized Net Actuarial Losses (Gains)

 

450

 

469

 

 

(75

)

(36

)

Net Periodic Benefit Cost

 

$

300

 

$

378

 

 

$

465

 

$

881

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

Service Cost

 

$

-

 

$

-

 

 

$

488

 

$

870

 

Interest Cost

 

3,669

 

3,510

 

 

1,202

 

1,440

 

Expected Return on Plan Assets

 

(4,119

)

(3,783

)

 

-

 

-

 

Amortization of Unrecognized Net Transition Obligation

 

-

 

-

 

 

-

 

440

 

Prior Service Credit

 

-

 

-

 

 

(150

)

-

 

Recognized Net Actuarial Losses (Gains)

 

1,350

 

1,406

 

 

(225

)

(106

)

Net Periodic Benefit Cost

 

$

900

 

$

1,133

 

 

$

1,315

 

$

2,644

 

 

11



 

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. There were no significant changes from the previously reported $7.7 million that the Company expects to contribute to the pension plans and the $1.3 million that it expects to contribute to the postretirement benefit plan for the year ending December 31, 2007. For the three and nine months ended September 30, 2007, the Company contributed $2.8 million and $7.6 million, respectively, to its pension plans. For the three and nine months ended September 30, 2007, the Company contributed $0.3 million and $0.8 million, respectively, to its postretirement benefit plan.

 

Note 4. Income Taxes

 

The following is a reconciliation of the statutory Federal income tax rate to the Company’s effective income tax rate for the three and nine months ended September 30, 2007 and 2006.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Unaudited)

 

2007

 

2006

 

2007

 

2006

 

Statutory Federal Income Tax Rate

 

35.00

%

35.00

%

35.00

%

35.00

%

Increase (Decrease) in Income Tax Rate Resulting From:

 

 

 

 

 

 

 

 

 

State Income Tax, Net of Federal Income Tax

 

3.13

 

3.08

 

3.54

 

3.31

 

Foreign Tax Credits

 

(1.07

)

-

 

(1.08

)

-

 

Low Income Housing Investments

 

(0.14

)

(0.19

)

(0.14

)

(0.19

)

Bank-Owned Life Insurance

 

(0.92

)

(0.79

)

(0.91

)

(0.71

)

Leveraged Leases

 

(0.08

)

0.11

 

(0.36

)

3.35

 

Other

 

(0.24

)

(0.07

)

(0.30

)

(0.11

)

Effective Income Tax Rate

 

35.68

%

37.14

%

35.75

%

40.65

%

 

Income earned by the Company is subject to U.S. Federal taxation and to state and territorial taxation in Hawaii and Guam, respectively. Nominal amounts of income are subject to taxation by other states and territories as well as some foreign countries.

 

As noted in Note 1, the Company reached an agreement with the IRS to effectively settle the matter related to the LILO transaction in June 2007. The effective settlement with the IRS resulted in a change in the timing of projected cash flows from the LILO transaction. In January 2007, in adopting the provisions of FSP No. 13-2, the Company recalculated the total and periodic income from the LILO transaction assuming an entire disallowance of income tax deductions taken on previously filed tax returns based on a tax court case, involving another taxpayer, which concluded in January 2007. With the effective settlement of the LILO transaction at a disallowance percentage of less than its original estimate, the Company recalculated the total and periodic income from the LILO transaction from the inception of the lease through June 30, 2007. In the second quarter of 2007, the Company recorded a $1.5 million credit, which was comprised of a $1.1 million credit to lease financing interest income and a $0.4 million net credit to the provision for income taxes, as a result of the June 2007 change in the disallowance assumption. The Company expects to pay the settlement of the LILO transaction with the IRS and adjust related asset and liability accounts in the fourth quarter of 2007. The Company is currently appealing issues raised by the IRS in the examination of its income tax returns filed for 1998 through 2002 related to the Company’s five SILO transactions. The IRS continues to review the Company’s SILO transactions. The IRS is currently in the process of examining income tax returns filed for 2003 and 2004. The State of Hawaii is currently in the process of examining income tax returns filed for 2002 through 2004.

 

12



 

As summarized in Note 1, FIN 48 established the threshold and measurement attributes for income tax positions recognized in the Company’s financial statements in accordance with SFAS No. 109. FIN 48 requires the Company to record a liability, referred to as an unrecognized tax benefit (“UTB”), for the entire amount of benefit taken in a prior or future income tax return when the Company determines that a tax position has a less than 50% likelihood of being accepted by the taxing authority. If the Company determines that the likelihood of a tax position being accepted is greater than 50%, but less than 100%, the Company records a liability for UTBs in the amount it believes may be disallowed by the taxing authority.

 

As of December 31, 2006, prior to adopting the provisions of FIN 48, the Company had recorded the equivalent of $116.4 million of UTBs in its statement of condition. On January 1, 2007, in adopting the provisions of FIN 48, the Company increased its liability for UTBs to $130.6 million, of which $7.2 million was recorded as a cumulative-effect adjustment to reduce retained earnings, primarily due to the accrual of interest expense. As of January 1, 2007, of the $130.6 million in the Company’s liability for UTBs, $29.3 million was related to UTBs that if reversed would have an impact on the Company’s effective tax rate. As of September 30, 2007, there were no material changes in the Company’s liability for UTBs or in the amount, that if reversed, would have an impact on the Company’s effective tax rate. With respect to the Company’s appeals of its five SILO transactions, it is reasonably possible that the amount of the liability for UTBs may decrease if facts and circumstances related to the IRS appeals change within the next twelve months. However, management is currently not able to estimate a range of possible change in the amount of the liability for UTBs recorded as of September 30, 2007.

 

The Company classifies interest and penalties, if any, related to the liability for UTBs as a component of the provision for income taxes. As of January 1, 2007, after recording the cumulative-effect adjustment to adopt the provisions of FIN 48, the Company had accrued $21.7 million for the payment of possible interest and penalties. During the three and nine month periods ended September 30, 2007, the amount recorded by the Company as an estimate of additional interest and penalties in the provision for income taxes was not material.

 

Note 5. Business Segments

 

The Company’s business segments are 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 (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 GAAP.

 

13



 

Selected financial information for each segment is presented below for the three and nine months ended September 30, 2007 and 2006.

 

Business Segment Selected Financial Information (Unaudited)

 

 

Retail

 

Commercial

 

Investment

 

 

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

Treasury

 

Total

 

Three Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

60,219

 

$

34,953

 

$

5,584

 

$

(2,200

)

$

98,556

 

Provision for Credit Losses

 

2,975

 

1,284

 

(1

)

(188

)

4,070

 

Net Interest Income (Loss) After Provision for Credit Losses

 

57,244

 

33,669

 

5,585

 

(2,012

)

94,486

 

Noninterest Income

 

26,600

 

10,928

 

18,328

 

5,386

 

61,242

 

Noninterest Expense

 

(43,304

)

(19,807

)

(17,046

)

(1,293

)

(81,450

)

Income Before Provision for Income Taxes

 

40,540

 

24,790

 

6,867

 

2,081

 

74,278

 

Provision for Income Taxes

 

(15,000

)

(9,174

)

(2,541

)

216

 

(26,499

)

Allocated Net Income

 

$

25,540

 

$

15,616

 

$

4,326

 

$

2,297

 

$

47,779

 

Total Assets as of September 30, 2007

 

$

4,014,879

 

$

2,739,558

 

$

231,585

 

$

3,563,573

 

$

10,549,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2006 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

58,345

 

$

33,996

 

$

5,339

 

$

2,670

 

$

100,350

 

Provision for Credit Losses

 

2,609

 

480

 

-

 

(304

)

2,785

 

Net Interest Income After Provision for Credit Losses

 

55,736

 

33,516

 

5,339

 

2,974

 

97,565

 

Noninterest Income

 

25,243

 

11,929

 

17,344

 

2,371

 

56,887

 

Noninterest Expense

 

(43,030

)

(19,739

)

(15,432

)

(1,604

)

(79,805

)

Income Before Provision for Income Taxes

 

37,949

 

25,706

 

7,251

 

3,741

 

74,647

 

Provision for Income Taxes

 

(14,039

)

(9,682

)

(2,683

)

(1,323

)

(27,727

)

Allocated Net Income

 

$

23,910

 

$

16,024

 

$

4,568

 

$

2,418

 

$

46,920

 

Total Assets as of September 30, 2006 1

 

$

3,931,999

 

$

2,692,163

 

$

219,715

 

$

3,527,338

 

$

10,371,215

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

176,902

 

$

104,028

 

$

16,661

 

$

(2,020

)

$

295,571

 

Provision for Credit Losses

 

8,867

 

1,409

 

(1

)

(211

)

10,064

 

Net Interest Income (Loss) After Provision for Credit Losses

 

168,035

 

102,619

 

16,662

 

(1,809

)

285,507

 

Noninterest Income

 

79,560

 

30,095

 

57,417

 

13,158

 

180,230

 

Noninterest Expense

 

(128,979

)

(60,330

)

(49,730

)

(4,366

)

(243,405

)

Income Before Provision for Income Taxes

 

118,616

 

72,384

 

24,349

 

6,983

 

222,332

 

Provision for Income Taxes

 

(43,889

)

(26,614

)

(9,009

)

23

 

(79,489

)

Allocated Net Income

 

$

74,727

 

$

45,770

 

$

15,340

 

$

7,006

 

$

142,843

 

Total Assets as of September 30, 2007

 

$

4,014,879

 

$

2,739,558

 

$

231,585

 

$

3,563,573

 

$

10,549,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2006 1

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

172,637

 

$

100,725

 

$

16,316

 

$

12,730

 

$

302,408

 

Provision for Credit Losses

 

6,965

 

1,218

 

999

 

(1,567

)

7,615

 

Net Interest Income After Provision for Credit Losses

 

165,672

 

99,507

 

15,317

 

14,297

 

294,793

 

Noninterest Income

 

74,149

 

28,242

 

52,651

 

7,618

 

162,660

 

Noninterest Expense

 

(126,851

)

(58,892

)

(48,886

)

(4,736

)

(239,365

)

Income Before Provision for Income Taxes

 

112,970

 

68,857

 

19,082

 

17,179

 

218,088

 

Provision for Income Taxes

 

(41,797

)

(34,263

)

(7,051

)

(5,531

)

(88,642

)

Allocated Net Income

 

$

71,173

 

$

34,594

 

$

12,031

 

$

11,648

 

$

129,446

 

Total Assets as of September 30, 2006 1

 

$

3,931,999

 

$

2,692,163

 

$

219,715

 

$

3,527,338

 

$

10,371,215

 

 

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

 

14



 

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

 

Forward-Looking Statements

 

This report may contain, and other statements made by the Company in connection with this report may contain, forward-looking statements concerning, among other things, the Company’s business outlook, the economic and business environment in the Company’s service areas and elsewhere, credit quality, and other financial and business matters in future periods. The Company’s forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate, and actual results may differ materially from those projected for a variety of reasons, including, but not limited to: 1) 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 the Company serves; 5) changes in accounting standards; 6) changes in tax laws or regulations or the interpretation of such laws and regulations; 7) changes in the Company’s credit quality or risk profile that may increase or decrease the required level of the reserve for credit losses; 8) changes in market interest rates that may affect the Company’s credit markets and ability to maintain its net interest margin; 9) unpredictable costs and other consequences of legal, tax, or regulatory matters; 10) changes to the amount and timing of proposed common stock repurchases; and 11) geopolitical risk, military or terrorist activity, natural disaster, adverse weather, public health and other conditions impacting the Company and its 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, 2006, and subsequent periodic and current reports, filed with the U.S. Securities and Exchange Commission. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements. The Company does not undertake an obligation to update forward-looking statements to reflect later events or circumstances.

 

Overview

 

2007+ Plan

 

In January 2007, the Company introduced its 2007+ Plan to its shareholders, customers, and employees. The 2007+ Plan emphasizes growth in revenues, integration of service delivery and business units, development of people, enhancement of the Bank of Hawaii brand, and discipline in managing risk and financial performance. The 2007+ Plan does not contemplate near-term expansion beyond the Company’s current footprint.

 

The Company’s 2007+ Plan is based on moderate growth in revenues and consistent positive operating leverage. Performance objectives include an annual return on assets above 1.7%, return on equity above 25%, and an efficiency ratio approaching 50%, and is based on a stable economy and a return to a more traditional interest rate environment. The Company’s 2007+ Plan will be reevaluated periodically and updated as market events and business developments dictate.

 

For the three and nine months ended September 30, 2007, the Company has met its financial performance objectives, despite a challenging interest rate environment during this period. In an effort to better serve customers and to increase revenue growth potential, the Company announced plans for an International Banking Center located in Waikiki. The Bank’s current international operations are spread throughout several branches.

 

15



 

Effective September 1, 2007, Peter Ho, vice chairman and chief banking officer, assumed responsibility for the Company’s Retail Banking segment in addition to his responsibilities for overseeing the Commercial Banking and Investment Services segments. This change is consistent with the Company’s 2007+ Plan to further integrate the management of the business units and to increase opportunities for employees.

 

Earnings Summary

 

The Company reported strong financial performance for the three and nine months ended September 30, 2007 compared to the same periods in 2006. The Company had growth in noninterest income while controlling increases to noninterest expense. These positive factors offset the continued decrease of net interest margin the Company has experienced as a result of the challenging interest rate environment. Overall credit quality of the Company remains strong and the Hawaii economy remains stable.

 

16



 

Table 1 presents the Company’s financial highlights and performance ratios for the three and nine months ended September 30, 2007 and 2006 and as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Financial Highlights (Unaudited)

 

 

 

Table 1

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands, except per share amounts)

 

2007

 

2006 1

 

2007

 

2006 1

 

For the Period:

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

98,556

 

$

100,350

 

$

295,571

 

$

302,408

 

Total Noninterest Income

 

61,242

 

56,887

 

180,230

 

162,660

 

Net Income

 

47,779

 

46,920

 

142,843

 

129,446

 

Basic Earnings Per Share

 

0.98

 

0.94

 

2.90

 

2.57

 

Diluted Earnings Per Share

 

0.96

 

0.92

 

2.86

 

2.52

 

Dividends Declared Per Share

 

0.41

 

0.37

 

1.23

 

1.11

 

 

 

 

 

 

 

 

 

 

 

Net Income to Average Total Assets

 

1.79

%

1.81

%

1.82

%

1.70

%

Net Income to Average Shareholders’ Equity

 

26.02

 

27.09

 

26.43

 

24.99

 

Net Interest Margin 2

 

4.03

 

4.20

 

4.07

 

4.29

 

Operating Leverage 3

 

 

 

 

 

2.97

 

3.68

 

Efficiency Ratio 4

 

50.97

 

50.75

 

51.16

 

51.47

 

 

 

 

 

 

 

 

 

 

 

Average Assets

 

$

10,576,565

 

$

10,309,314

 

$

10,480,803

 

$

10,190,904

 

Average Loans and Leases

 

6,570,261

 

6,470,883

 

6,554,979

 

6,324,492

 

Average Deposits

 

8,015,594

 

7,731,993

 

7,916,061

 

7,734,242

 

Average Shareholders’ Equity

 

728,372

 

687,172

 

722,522

 

692,643

 

Average Shareholders’ Equity to Average Assets

 

6.89

%

6.67

%

6.89

%

6.80

%

 

 

 

 

 

 

 

 

 

 

Market Price Per Share of Common Stock:

 

 

 

 

 

 

 

 

 

Closing

 

$

52.85

 

$

48.16

 

$

52.85

 

$

48.16

 

High

 

55.84

 

50.75

 

55.84

 

55.15

 

Low

 

46.05

 

47.00

 

46.05

 

47.00

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

 

2007

 

2006

 

2006

 

As of Period End:

 

 

 

 

 

 

 

Net Loans and Leases

 

$

6,508,917

 

$

6,532,169

 

$

6,398,262

 

Total Assets

 

10,549,595

 

10,571,815

 

10,371,215

 

Total Deposits

 

7,875,166

 

8,023,394

 

7,687,123

 

Long-Term Debt

 

235,350

 

260,288

 

265,268

 

Total Shareholders’ Equity

 

731,697

 

719,420

 

683,472

 

 

 

 

 

 

 

 

 

Non-Performing Assets

 

$

4,260

 

$

6,407

 

$

5,442

 

 

 

 

 

 

 

 

 

Allowance to Loans and Leases Outstanding

 

1.38

%

1.37

%

1.40

%

Dividend Payout Ratio 5

 

41.84

 

39.81

 

39.36

 

Leverage Ratio

 

6.95

 

7.06

 

6.90

 

 

 

 

 

 

 

 

 

Book Value Per Common Share

 

$

14.91

 

$

14.45

 

$

13.72

 

 

 

 

 

 

 

 

 

Full-Time Equivalent Employees

 

2,572

 

2,586

 

2,589

 

Branches and Offices

 

84

 

86

 

86

 

 

1

Certain prior period information has been reclassified to conform to current presentation. In addition, basic earnings per share for the three and nine months ended September 30, 2006 was corrected from $0.95 and $2.58, respectively. Diluted earnings per share for the three and nine months ended September 30, 2006 was corrected from $0.93 and $2.53, respectively. Corrections were first reported in the fourth quarter of 2006.

2

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

3

Operating leverage is defined as the percentage change in income before provision for credit losses and the provision for income taxes.

4

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

5

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

 

17



 

Recent Accounting Changes

 

The Company adopted several new accounting pronouncements on January 1, 2007. Note 1 to the Consolidated Financial Statements (Unaudited), which is incorporated herein by reference, provides additional information on the adoption of these recently issued accounting pronouncements as well as the future application of accounting pronouncements not yet adopted by the Company.

 

Analysis of Statements of Income

 

Net Interest Income

 

Net interest income, on a taxable equivalent basis, decreased by $1.7 million or 2% and by $6.6 million or 2% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. The Company’s net interest margin decreased by 17 and 22 basis points for the three and nine months ended September 30, 2007, respectively, as a result of the prolonged effects of the inverted or flat yield curve.

 

The decrease in net interest income, on a taxable equivalent basis, in 2007 was primarily due to the Company’s increased funding costs. Rates paid on interest-bearing deposits increased by 48 and 64 basis points for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. Partially offsetting the increase in the Company’s funding costs was an increase in the yields on the Company’s loans, leases, and investment securities. Yields on loans and leases increased by 6 and 20 basis points for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. The higher yields in the Company’s loan and lease portfolio were primarily driven by the re-pricing of variable rate residential mortgage and home equity loans during 2006 and 2007. Yields on the Company’s available-for-sale investment securities increased by 31 and 27 basis points for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006, primarily due to a generally rising interest rate environment in 2006 and 2007.

 

The increase in the Company’s funding costs in 2007 was also affected by an increase in average savings and time deposit balances and average balances of securities sold under agreements to repurchase. Average savings and time deposits collectively increased by $395.4 million or 9% and by $302.2 million or 7% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. Customers have shifted their balances from noninterest-bearing demand accounts to higher yielding savings and time deposit accounts. Average balances in securities sold under agreements to repurchase increased by $10.7 million or 1% and by $163.3 million or 19% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. Securities sold under agreement to repurchase have served as one source of funding the Company’s growth in loans in leases over this period of time. The increase in the Company’s interest-bearing liabilities was offset by an increase in average loans and leases by $99.4 million or 2% and by $230.5 million or 4% for the three and nine months ended September 30, 2007, respectively, compared to the same periods 2006, with growth in substantially all loan categories.

 

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, 2007 and 2006. An analysis of the change in net interest income, on a taxable equivalent basis, from the nine months ended September 30, 2006 to the nine months ended September 30, 2007, is presented in Table 3.

 

18



 

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

Table 2

 

 

 

Three Months Ended
September 30, 2007

 

Three Months Ended
September 30, 2006 
1

 

Nine Months Ended
September 30, 2007

 

Nine Months Ended
September 30, 2006 
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

 

$

79.8

 

$

1.1

 

5.35

%

$

4.9

 

$

0.1

 

4.12

%

$

31.1

 

$

1.2

 

5.29

%

$

5.3

 

$

0.1

 

3.74

%

Funds Sold

 

86.2

 

1.1

 

5.01

 

5.1

 

0.1

 

5.09

 

69.3

 

2.7

 

5.12

 

10.0

 

0.4

 

4.77

 

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading

 

111.3

 

1.1

 

4.00

 

-

 

-

 

-

 

136.6

 

4.1

 

3.99

 

-

 

-

 

-

 

Available-for-Sale

 

2,556.7

 

33.7

 

5.28

 

2,583.0

 

32.1

 

4.97

 

2,499.3

 

96.7

 

5.16

 

2,578.9

 

94.5

 

4.89

 

Held-to-Maturity

 

318.0

 

3.6

 

4.55

 

413.3

 

4.5

 

4.41

 

339.3

 

11.5

 

4.52

 

428.7

 

14.0

 

4.35

 

Loans Held for Sale

 

7.3

 

0.1

 

6.78

 

8.1

 

0.1

 

6.45

 

9.4

 

0.5

 

6.41

 

9.6

 

0.5

 

6.24

 

Loans and Leases 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

1,048.9

 

19.7

 

7.45

 

1,024.3

 

19.3

 

7.46

 

1,059.3

 

59.0

 

7.45

 

975.0

 

53.0

 

7.27

 

Construction

 

262.2

 

5.3

 

8.00

 

232.2

 

4.9

 

8.30

 

253.9

 

15.1

 

7.97

 

184.2

 

11.2

 

8.16

 

Commercial Mortgage

 

627.6

 

10.8

 

6.82

 

614.0

 

10.5

 

6.77

 

621.4

 

31.7

 

6.82

 

595.1

 

29.6

 

6.65

 

Residential Mortgage

 

2,502.4

 

38.5

 

6.15

 

2,454.6

 

36.8

 

6.01

 

2,499.5

 

114.9

 

6.13

 

2,442.2

 

108.7

 

5.93

 

Other Revolving Credit and Installment

 

685.8

 

16.2

 

9.35

 

705.6

 

16.4

 

9.21

 

690.8

 

47.9

 

9.27

 

716.3

 

48.6

 

9.07

 

Home Equity

 

946.2

 

18.3

 

7.67

 

937.2

 

17.9

 

7.59

 

943.3

 

53.9

 

7.64

 

914.9

 

50.2

 

7.33

 

Lease Financing

 

497.2

 

3.9

 

3.15

 

503.0

 

4.1

 

3.27

 

486.8

 

12.1

 

3.32

 

496.8

 

12.0

 

3.23

 

Total Loans and Leases

 

6,570.3

 

112.7

 

6.82

 

6,470.9

 

109.9

 

6.76

 

6,555.0

 

334.6

 

6.82

 

6,324.5

 

313.3

 

6.62

 

Other

 

79.4

 

0.4

 

1.83

 

79.4

 

0.3

 

1.37

 

79.4

 

1.1

 

1.78

 

79.4

 

0.8

 

1.37

 

Total Earning Assets 3

 

9,809.0

 

153.8

 

6.25

 

9,564.7

 

147.1

 

6.13

 

9,719.4

 

452.4

 

6.21

 

9,436.4

 

423.6

 

5.99

 

Cash and Noninterest-Bearing Deposits

 

285.3

 

 

 

 

 

296.5

 

 

 

 

 

290.3

 

 

 

 

 

310.7

 

 

 

 

 

Other Assets

 

482.3

 

 

 

 

 

448.1

 

 

 

 

 

471.1

 

 

 

 

 

443.8

 

 

 

 

 

Total Assets

 

$

10,576.6

 

 

 

 

 

$

10,309.3

 

 

 

 

 

$

10,480.8

 

 

 

 

 

$

10,190.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand

 

$

1,557.7

 

4.0

 

1.01

 

$

1,618.9

 

4.1

 

1.01

 

$

1,580.2

 

12.3

 

1.04

 

$

1,628.3

 

11.4

 

0.93

 

Savings

 

2,837.5

 

15.9

 

2.23

 

2,641.4

 

10.6

 

1.59

 

2,702.5

 

41.1

 

2.03

 

2,698.5

 

27.1

 

1.34

 

Time

 

1,742.0

 

17.7

 

4.03

 

1,542.7

 

13.8

 

3.53

 

1,727.3

 

51.3

 

3.97

 

1,429.1

 

34.3

 

3.20

 

Total Interest-Bearing Deposits

 

6,137.2

 

37.6

 

2.43

 

5,803.0

 

28.5

 

1.95

 

6,010.0

 

104.7

 

2.33

 

5,755.9

 

72.8

 

1.69

 

Short-Term Borrowings

 

138.8

 

1.8

 

4.91

 

179.1

 

2.4

 

5.14

 

112.0

 

4.3

 

5.06

 

192.1

 

7.0

 

4.83

 

Securities Sold Under Agreements to Repurchase

 

1,016.5

 

11.7

 

4.54

 

1,005.8

 

11.9

 

4.69

 

1,042.1

 

35.2

 

4.49

 

878.8

 

29.6

 

4.49

 

Long-Term Debt

 

251.9

 

3.9

 

6.21

 

248.7

 

3.8

 

6.16

 

257.5

 

11.9

 

6.15

 

244.7

 

11.3

 

6.16

 

Total Interest-Bearing Liabilities

 

7,544.4

 

55.0

 

2.89

 

7,236.6

 

46.6

 

2.55

 

7,421.6

 

156.1

 

2.81

 

7,071.5

 

120.7

 

2.28

 

Net Interest Income

 

 

 

$

98.8

 

 

 

 

 

$

100.5

 

 

 

 

 

$

296.3

 

 

 

 

 

$

302.9

 

 

 

Interest Rate Spread

 

 

 

 

 

3.36

%

 

 

 

 

3.58

%

 

 

 

 

3.40

%

 

 

 

 

3.71

%

Net Interest Margin

 

 

 

 

 

4.03

%

 

 

 

 

4.20

%

 

 

 

 

4.07

%

 

 

 

 

4.29

%

Noninterest-Bearing Demand Deposits

 

1,878.4

 

 

 

 

 

1,929.0

 

 

 

 

 

1,906.0

 

 

 

 

 

1,978.3

 

 

 

 

 

Other Liabilities

 

425.4

 

 

 

 

 

456.5

 

 

 

 

 

430.7

 

 

 

 

 

448.5

 

 

 

 

 

Shareholders’ Equity

 

728.4

 

 

 

 

 

687.2

 

 

 

 

 

722.5

 

 

 

 

 

692.6

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

10,576.6

 

 

 

 

 

$

10,309.3

 

 

 

 

 

$

10,480.8

 

 

 

 

 

$

10,190.9

 

 

 

 

 

 

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

2 Non-performing loans and leases are included in the respective category of average loans and leases outstanding. Income, if any, on such loans and leases is recognized on a cash basis.

3 Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $237,000 and $173,000 for the three months ended September 30, 2007 and 2006, respectively, and $686,000 and $510,000 for the nine months ended September 30, 2007 and 2006, respectively.

 

19



 

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

Table 3

 

 

 

Nine Months Ended September 30, 2007

 

 

 

compared to September 30, 2006

 

(dollars in millions)

 

Volume 1

 

Rate 1

 

Total

 

Change in Interest Income:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

1.0

 

$

0.1

 

$

1.1

 

Funds Sold

 

2.3

 

-

 

2.3

 

Investment Securities

 

 

 

 

 

 

 

Trading

 

4.1

 

-

 

4.1

 

Available-for-Sale

 

(3.0

)

5.2

 

2.2

 

Held-to-Maturity

 

(3.0

)

0.5

 

(2.5

)

Loans and Leases

 

 

 

 

 

 

 

Commercial and Industrial

 

4.7

 

1.3

 

6.0

 

Construction

 

4.2

 

(0.3

)

3.9

 

Commercial Mortgage

 

1.3

 

0.8

 

2.1

 

Residential Mortgage

 

2.5

 

3.7

 

6.2

 

Other Revolving Credit and Installment

 

(1.8

)

1.1

 

(0.7

)

Home Equity

 

1.6

 

2.1

 

3.7

 

Lease Financing

 

(0.2

)

0.3

 

0.1

 

Total Loans and Leases

 

12.3

 

9.0

 

21.3

 

Other

 

-

 

0.3

 

0.3

 

Total Change in Interest Income

 

13.7

 

15.1

 

28.8

 

 

 

 

 

 

 

 

 

Change in Interest Expense:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

Demand

 

(0.4

)

1.3

 

0.9

 

Savings

 

0.1

 

13.9

 

14.0

 

Time

 

7.9

 

9.1

 

17.0

 

Total Interest-Bearing Deposits

 

7.6

 

24.3

 

31.9

 

Short-Term Borrowings

 

(3.0

)

0.3

 

(2.7

)

Securities Sold Under Agreements to Repurchase

 

5.6

 

-

 

5.6

 

Long-Term Debt

 

0.6

 

-

 

0.6

 

Total Change in Interest Expense

 

10.8

 

24.6

 

35.4

 

 

 

 

 

 

 

 

 

Change in Net Interest Income

 

$

2.9

 

$

(9.5

)

$

(6.6

)

 

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

 

Provision for Credit Losses

 

The provision for credit losses (the “Provision”) reflects management’s judgment of the expense or benefit necessary to establish the appropriate amount of the allowance for loan and lease losses (the “Allowance”). The Provision is determined through detailed analyses of the Company’s loan and lease portfolio. For the three months ended September 30, 2007 and 2006, the Company recorded a Provision of $4.1 million and $2.8 million, respectively. For the nine months ended September 30, 2007 and 2006, the Company recorded a Provision of $10.1 million and $7.6 million, respectively. The Provision in 2007 and 2006 was recorded by the Company in order to maintain the Allowance at levels considered appropriate to cover credit losses inherent in the lending process. 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”).

 

20



 

Noninterest Income

 

Noninterest income increased by $4.4 million or 8% and by $17.6 million or 11% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006, with growth in substantially all categories.

 

Trust and asset management income increased by $0.7 million or 5% and by $3.3 million or 8% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. For the three months ended September 30, 2007, compared to the same period in 2006, the increase in trust and asset management income was primarily due to a $0.3 million increase in asset management fees, a $0.1 million increase in testamentary trust fees, and a $0.1 million increase in revocable and irrevocable trust fees. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in trust and asset management income was primarily due to a $1.3 million increase in asset management fees, a $0.6 million increase in agency fees, a $0.5 million increase in testamentary trust fees, and a $0.3 million increase in revocable and irrevocable trust fees. Trust and asset management fees are somewhat correlated with the market value of assets under administration by the Company. Total trust assets under administration by the Company were $13.1 billion and $12.9 billion as of September 30, 2007 and 2006, respectively.

 

Mortgage banking income increased by $1.5 million or 61% and by $1.7 million or 22% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. The increase for the three months ended September 30, 2007, compared to the same period in 2006, was primarily a result of the net change in the fair value of the mortgage servicing rights and the Designated Securities used to manage the volatility of the fair value of the mortgage servicing rights. Additionally, the increase in mortgage banking income was due to the discontinuation of the amortization of mortgage servicing rights in 2007. For the nine months ended September 30, 2007, the increase in mortgage banking income was primarily due to the discontinuation of the amortization of mortgage servicing rights in 2007.

 

Service charges on deposit accounts increased by $1.2 million or 11% and by $3.4 million or 11% for the three and nine months ended September 30, 2007, respectively, compared to same periods in 2006. The increase in both periods, compared to the same periods in 2006, was primarily due to an increase in the number of accounts subject to overdraft fees.

 

Fees, exchange, and other service charges increased by $0.2 million or 1% and by $2.4 million or 5% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. For the three months ended September 30, 2007, compared to the same period in 2006, the increase in fees, exchange, and other service charges was primarily due to a $0.6 million increase in interchange income as a result of increased transactional volume from new and existing debit cardholders. This increase was partially offset by a $0.2 million decrease in ATM fees and a $0.1 million decrease in business valuation fees. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in fees, exchange, and other service charges was primarily due to a $2.1 million increase in interchange income, partially offset by a $0.3 million decrease in ATM fees. The decrease in ATM fees for the three and nine months ended September 30, 2007 was partially due to an increase in the number of military personnel deployments over this period.

 

21



 

Insurance income increased by $0.7 million or 11% and by $2.1 million or 13% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. For the three months ended September 30, 2007, compared to the same period in 2006, the increase in insurance income was primarily due to higher contingent commission income. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in insurance income was primarily due to a $0.9 million increase in contingent commission income, a $0.6 million increase in income from annuity and life insurance products, and a $0.6 million increase in insurance commission and brokerage income as a result of higher levels of written premiums.

 

Other noninterest income decreased by $0.7 million or 12% and increased by $3.2 million or 18% for the three and nine months ended September 30, 2007, respectively, compared to same periods in 2006. For the three months ended September 30, 2007, compared to the same period in 2006, the decrease in other noninterest income was primarily due to the reduction in gains from the sale of leveraged leased assets. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in other noninterest income was primarily due to a $1.3 million increase in income from Bank-Owned Life Insurance (“BOLI”), a $0.6 million increase in mutual fund and securities income, a $0.6 million increase in fees and commissions, and a $0.4 million increase in gains from the sale of leveraged leased assets.

 

Noninterest Expense

 

Noninterest expense increased by $1.6 million or 2% and by $4.0 million or 2% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006.

 

Table 4 presents the components of salaries and benefits expense for the three and nine months ended September 30, 2007 and 2006.

 

Salaries and Benefits (Unaudited)

Table 4

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2007

 

2006

 

Salaries

 

$

28,882

 

$

27,829

 

$

86,226

 

$

82,280

 

Incentive Compensation

 

4,364

 

3,697

 

11,777

 

11,862

 

Share-Based Compensation

 

1,601

 

1,211

 

4,161

 

4,323

 

Commission Expense

 

1,546

 

1,721

 

5,700

 

5,476

 

Retirement and Other Benefits

 

3,865

 

4,454

 

10,999

 

14,522

 

Payroll Taxes

 

2,116

 

2,117

 

7,885

 

7,799

 

Medical, Dental, and Life Insurance

 

2,324

 

1,620

 

6,825

 

5,966

 

Separation Expense

 

246

 

484

 

1,364

 

1,502

 

Total Salaries and Benefits

 

$

44,944

 

$

43,133

 

$

134,937

 

$

133,730

 

 

Salaries and benefits expense increased by $1.8 million or 4% and by $1.2 million or 1% for the three and nine months ended September 30, 2007, respectively, compared to same periods in 2006.  For the three months ended September 30, 2007, compared to the same period in 2006, the increase in salaries and benefits expense was primarily due to a $0.9 million increase in salaries expense as a result of annual increases and a $0.6 million increase in group medical insurance expense. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in salaries and benefits was primarily due to a $3.2 million increase in salaries expense as a result of annual increases and a $0.8 million increase in group medical insurance expense. These increases in salaries and benefits expense were partially offset by a decrease in retirement and other benefits resulting from a $1.3 million decrease in postretirement benefits expense and a $1.6 million decrease in the Company’s value sharing accrual.

 

22



 

Professional fees decreased by $0.3 million or 10% and increased by $1.8 million or 33% for the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. For the three months ended September 30, 2007, compared to the same period in 2006, the decrease in professional fees was primarily due to a $0.2 million reduction in consulting services. For the nine months ended September 30, 2007, compared to the same period in 2006, the increase in professional fees was primarily due to the reversal of legal expenses recorded in 2006.

 

Provision for Income Taxes

 

Note 4 to the Consolidated Financial Statements (Unaudited), which is incorporated herein by reference, provides an effective tax rate reconciliation for the three and nine months ended September 30, 2007 and also provides more information on the Company’s Lease In-Lease Out (“LILO”) transaction.

 

The Company’s effective tax rate was 35.75% and 40.65% for the nine months ended September 30, 2007 and 2006, respectively.  The lower effective tax rate for the nine months ended September 30, 2007, compared to the same period in 2006, was primarily due to an $8.2 million charge recorded in the provision for income taxes in the second quarter of 2006 related to a change in tax law.  Also contributing to the lower effective tax rate in 2007 was the effective settlement of the LILO transaction with the Internal Revenue Service (the “IRS”) in the second quarter of 2007. The effective tax rates in 2006 and 2007 were also favorably impacted by tax credits realized from the Company’s investments in the State of Hawaii’s Qualified High Technology Business (“QHTB”) investment program.

 

23



 

Analysis of Statements of Condition

 

Investment Securities

 

Table 5 presents the amortized cost and approximate fair value of the Company’s available-for-sale and held-to-maturity investment securities as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Investment Securities (Unaudited)

Table 5

 

 

 

Amortized

 

Fair

 

(dollars in thousands)

 

Cost

 

Value

 

September 30, 2007

 

 

 

 

 

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

 

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

 

307,647

 

299,185

 

Total

 

$

307,653

 

$

299,191

 

 

 

 

 

 

 

December 31, 2006

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

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

 

$

19,036

 

$

18,940

 

Debt Securities Issued by States and Political Subdivisions

 

38,833

 

38,780

 

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

 

258,938

 

257,896

 

Mortgage-Backed Securities

 

1,990,893

 

1,955,144

 

Other Debt Securities

 

333,131

 

327,117

 

Total

 

$

2,640,831

 

$

2,597,877

 

Held-to-Maturity:

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

30

 

$

31

 

Mortgage-Backed Securities

 

371,314

 

360,688

 

Total

 

$

371,344

 

$

360,719

 

 

 

 

 

 

 

September 30, 2006

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

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

 

$

4,610

 

$

4,579

 

Debt Securities Issued by States and Political Subdivisions

 

38,096

 

38,146

 

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

 

260,225

 

259,857

 

Mortgage-Backed Securities

 

2,061,675

 

2,023,711

 

Other Debt Securities

 

333,213

 

326,340

 

Total

 

$

2,697,819

 

$

2,652,633

 

Held-to-Maturity:

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

30

 

$

31

 

Mortgage-Backed Securities

 

397,490

 

385,860

 

Total

 

$

397,520

 

$

385,891

 

 

The carrying value of the Company’s available-for-sale and held-to-maturity investment securities was $2.9 billion, $3.0 billion, and $3.1 billion as of September 30, 2007, December 31, 2006, and September 30, 2006, respectively. Investment securities with a carrying value of $1.8 billion as of September 30, 2007 and $2.0 billion as of December 31, 2006 and September 30, 2006, which approximates fair value, were pledged to secure deposits of governmental entities and securities sold under agreements to repurchase.

 

24



 

As of September 30, 2007, the fair value of the Company’s mortgage-backed securities was $2.3 billion, of which $314.9 million or 14% was invested in non-agency mortgage-backed securities.  These securities are all prime jumbo AAA-rated, with an average original loan-to-value ratio of 65%, and were originated between 2003 and 2005.  There are no sub-prime or Alt-A securities in the Company’s non-agency mortgage-backed securities portfolio.  Alt-A loans are a classification of mortgage loans where the risk profile of the borrower falls between prime and sub-prime.

 

Table 6 presents the Company’s temporarily impaired investment securities as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Temporarily Impaired Investment Securities (Unaudited)

Table 6

 

 

 

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, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

-

 

$

-

 

$

2,289

 

$

(6

)

$

2,289

 

$

(6)

 

Debt Securities Issued by States and Political Subdivisions

 

17,637

 

(69

)

15,348

 

(99

)

32,985

 

(168)

 

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

 

12,955

 

(22

)

32,665

 

(25

)

45,620

 

(47)

 

Mortgage-Backed Securities

 

260,854

 

(1,538

)

1,183,440

 

(28,785

)

1,444,294

 

(30,323)

 

Other Debt Securities

 

-

 

-

 

532,300

 

(10,558

)

532,300

 

(10,558)

 

Total Temporarily Impaired
Investment Securities
September 30, 2007

 

$

291,446

 

$

(1,629

)

$

1,766,042

 

$

(39,473

)

$

2,057,488

 

$

(41,102)

 

December 31, 2006

 

$

357,014

 

$

(2,771

)

$

2,188,561

 

$

(54,928

)

$

2,545,575

 

$

(57,699)

 

September 30, 2006

 

$

210,523

 

$

(2,466

)

$

2,299,818

 

$

(58,680

)

$

2,510,341

 

$

(61,146)

 

 

The Company’s temporarily impaired investment securities had gross unrealized losses of $41.1 million as of September 30, 2007, a decrease of $16.6 million or 29% and a decrease of $20.0 million or 33% from December 31, 2006 and September 30, 2006, respectively. The decrease in the Company’s temporarily impaired investment securities and related gross unrealized losses from December 31, 2006 to September 30, 2007 was primarily due to changes in interest rates over this time period. A lower interest rate environment as of September 30, 2007, compared to December 31, 2006, favorably impacted the fair value of the Company’s investment securities as of September 30, 2007. The decrease in the Company’s temporarily impaired investment securities and related gross unrealized losses from September 30, 2006 to September 30, 2007 was primarily due to run-off and pay-downs on investment securities as well as the timing of purchasing new investment securities.

 

The Company does not believe that gross unrealized losses as of September 30, 2007 represent an other-than-temporary impairment. The gross unrealized losses reported for mortgage-backed securities relate primarily to investment securities issued by the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and private institutions. The gross unrealized losses of temporarily impaired investment securities as of September 30, 2007, which represented 1% of the amortized cost basis of the Company’s total investment securities, 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. The Company has both the intent and ability to hold the investment securities for a period of time necessary to recover the amortized cost.

 

25



 

Loans and Leases

 

Table 7 presents the composition of the Company’s loan and lease portfolio by major categories and Table 8 presents the composition of the Company’s loan and lease portfolio by geographic area.

 

Loan and Lease Portfolio Balances (Unaudited)

Table 7

 

 

 

September 30,

 

June 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2007

 

2006

 

2006

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

1,065,258

 

$

1,065,155

 

$

1,093,392

 

$

994,531

 

Commercial Mortgage

 

627,058

 

619,668

 

611,334

 

635,552

 

Construction

 

254,062

 

261,478

 

249,263

 

238,995

 

Lease Financing

 

478,988

 

480,358

 

508,997

 

489,183

 

Total Commercial

 

2,425,366

 

2,426,659

 

2,462,986

 

2,358,261

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,510,584

 

2,505,073

 

2,493,110

 

2,464,240

 

Home Equity

 

953,713

 

938,261

 

944,873

 

942,743

 

Other Revolving Credit and Installment

 

693,058

 

677,750

 

700,896

 

701,759

 

Lease Financing

 

17,194

 

18,383

 

21,302

 

22,054

 

Total Consumer

 

4,174,549

 

4,139,467

 

4,160,181

 

4,130,796

 

Total Loans and Leases

 

$

6,599,915

 

$

6,566,126

 

$

6,623,167

 

$

6,489,057

 

 

Total loans and leases outstanding remained relatively stable at $6.6 billion as of September 30, 2007 and December 31, 2006. Total commercial loans and leases decreased by $37.6 million and total consumer loans and leases increased by $14.4 million, respectively, from December 31, 2006 to September 30, 2007. The decrease in total commercial loans and leases was primarily due to the Company’s adoption of FSP No. 13-2, which had the effect of reducing commercial lease financing balances by $42.7 million as of January 1, 2007. The decrease in commercial loans and leases was also due to the Company’s decision to exit certain commercial credits classified in the commercial and industrial category and the pay-off in 2007 of certain bridge and short-term loans originated during the fourth quarter of 2006. These decreases were partially offset by an increase in commercial mortgage and construction loan balances. The increase in total consumer loans and leases was primarily due to increases in residential mortgage and home equity loans which is reflective of the stable Hawaii real estate market. These increases were partially offset by decreases in other revolving credit and installment and lease financing balances.

 

Total loans and leases outstanding increased by $110.9 million or 2% from September 30, 2006 to September 30, 2007. Total commercial and total consumer loans and leases increased by $67.1 million and $43.8 million, respectively. The increase in commercial loans and leases was primarily due to growth in commercial and industrial loans to Hawaii-based middle market companies.  This increase was partially offset by decreases in commercial mortgage and lease financing balances.  The increase in consumer loans and leases was primarily due to growth in residential mortgage and home equity loans, reflecting lower loan repayment rates and a stable Hawaii real estate market over this period of time.

 

26



 

Geographic Distribution of Loan and Lease Portfolio (Unaudited)

Table 8

 

 

 

September 30,

 

June 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2007

 

2006 1

 

2006 1

 

Commercial

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

708,342

 

$

675,987

 

$

721,585

 

$

643,632

 

Commercial Mortgage

 

526,566

 

524,736

 

522,645

 

528,432

 

Construction

 

239,765

 

246,613

 

234,913

 

233,045

 

Lease Financing

 

45,564

 

47,324

 

49,064

 

41,063

 

Mainland U.S. 2

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

208,931

 

229,231

 

220,227

 

204,287

 

Commercial Mortgage

 

10,652

 

3,817

 

4,030

 

10,378

 

Construction

 

14,088

 

14,865

 

12,066

 

3,632

 

Lease Financing

 

396,471

 

397,307

 

426,085

 

415,811

 

Guam

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

64,063

 

74,799

 

69,245

 

60,209

 

Commercial Mortgage

 

85,098

 

86,449

 

81,576

 

93,506

 

Construction

 

209

 

-

 

2,279

 

2,305

 

Lease Financing

 

6,275

 

5,121

 

1,569

 

124

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

18,535

 

19,140

 

26,202

 

30,172

 

Commercial Mortgage

 

2,776

 

2,815

 

3,083

 

3,236

 

Construction

 

-

 

-

 

5

 

13

 

Lease Financing

 

-

 

-

 

-

 

2

 

Foreign 3

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

65,387

 

65,998

 

56,133

 

56,231

 

Commercial Mortgage

 

1,966

 

1,851

 

-

 

-

 

Lease Financing

 

30,678

 

30,606

 

32,279

 

32,183

 

Total Commercial

 

2,425,366

 

2,426,659

 

2,462,986

 

2,358,261

 

Consumer

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,269,400

 

2,260,948

 

2,253,633

 

2,224,523

 

Home Equity

 

909,448

 

877,251

 

877,624

 

871,469

 

Other Revolving Credit and Installment

 

487,293

 

485,484

 

516,955

 

517,379

 

Lease Financing

 

17,194

 

18,383

 

21,302

 

22,054

 

Mainland U.S. 2

 

 

 

 

 

 

 

 

 

Home Equity

 

26,051

 

43,563

 

51,038

 

55,818

 

Other Revolving Credit and Installment

 

30,632

 

16,269

 

363

 

-

 

Guam

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

232,238

 

235,206

 

230,485

 

230,508

 

Home Equity

 

14,531

 

13,526

 

11,951

 

11,056

 

Other Revolving Credit and Installment

 

122,614

 

121,515

 

124,621

 

122,188

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

8,946

 

8,919

 

8,992

 

9,209

 

Home Equity

 

3,683

 

3,921

 

4,260

 

4,400

 

Other Revolving Credit and Installment

 

52,498

 

54,482

 

58,408

 

61,642

 

Foreign 3

 

 

 

 

 

 

 

 

 

Other Revolving Credit and Installment

 

21

 

-

 

549

 

550

 

Total Consumer

 

4,174,549

 

4,139,467

 

4,160,181

 

4,130,796

 

Total Loans and Leases

 

$

6,599,915

 

$

6,566,126

 

$

6,623,167

 

$

6,489,057

 

 

1 Certain prior period information has been reclassified to conform to 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.

 

The Company’s commercial loan and lease portfolio is concentrated primarily in Hawaii. However, the Company’s commercial loan and lease portfolio does include loans and leases to borrowers based on the mainland U.S., including participation in shared national credits and leveraged lease financing. The Company’s consumer loan and lease portfolio is concentrated in Hawaii and the Pacific Islands, with limited lending activities on the mainland U.S.

 

27



 

Mortgage Servicing Rights

 

Note 2 to the Consolidated Financial Statements (Unaudited), which is incorporated herein by reference, provides information on the changes in the fair value of the mortgage servicing rights for the three and nine months ended September 30, 2007.

 

Other Assets

 

Table 9 presents the major components of the Company’s other assets as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

 

Other Assets (Unaudited)

Table 9

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006 1

 

2006 1

 

Bank-Owned Life Insurance

 

$

186,880

 

$

156,115

 

$

154,851

 

Federal Home Loan Bank and Federal Reserve Bank Stock

 

79,416

 

79,415

 

79,415

 

Low Income Housing Investments and Other Equity Investment

 

32,726

 

21,898

 

23,376

 

Accounts Receivable

 

24,005

 

23,216

 

22,947

 

Federal Tax Deposit

 

61,000

 

61,000

 

61,000

 

Other

 

38,023

 

32,265

 

45,120

 

Total Other Assets

 

$

422,050

 

$

373,909

 

$

386,709

 

 

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

 

The increase in the Company’s other assets from September 30, 2006 and December 31, 2006 to September 30, 2007 was primarily due to an additional $25.0 million placement of BOLI in the first quarter of 2007. Also contributing to the increase in the Company’s other assets from September 30, 2006 and December 31, 2006 to September 30, 2007 was the funding of $15.8 million in new low income housing investments.

 

The Company continues to maintain a federal tax deposit of $61.0 million relating to the IRS review of the Company’s LILO and Sale In-Lease Out (“SILO”) transactions. The placement of the deposits with the IRS reduced the accrual of additional interest and penalties, which was higher than the Company’s funding costs, associated with the potential underpayment of income taxes related to these transactions. During the second quarter of 2007, the Company reached an agreement with the IRS that effectively settled the matter related to the Company’s LILO transaction. The Company expects that the federal tax deposit will be reduced when the final adjustments are processed by the IRS. There has been no change in the status of the IRS review of the Company’s SILO transactions. Management believes that the Company has adequate reserves for potential tax exposures related to SILO transactions under review by the IRS as of September 30, 2007.

 

Deposits

 

As of September 30, 2007, total deposits were $7.9 billion, a decrease of $148.2 million or 2% and an increase of $188.0 million or 2% from December 31, 2006 and September 30, 2006, respectively.  Although the number of noninterest-bearing demand deposit accounts increased, balances decreased by $98.9 million from December 31, 2006, primarily due to customers moving their balances to higher yielding products. Time deposits increased by $41.7 million and $136.3 million from December 31, 2006 and September 30, 2006, respectively, largely due to a migration of retail deposits to higher yielding time deposits.

 

28



 

Table 10 presents the composition of savings deposits as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Savings Deposits (Unaudited)

Table 10

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2006

 

Money Market

 

$

1,141,863

 

$

1,138,089

 

$

1,040,114

 

Regular Savings

 

1,569,306

 

1,552,757

 

1,556,826

 

Total Savings Deposits

 

$

2,711,169

 

$

2,690,846

 

$

2,596,940

 

 

Table 11 presents the Company’s average balance of time deposits of $100,000 or more.

 

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

Table 11

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006 1

 

2006 1

 

2007

 

2006 1

 

Average Time Deposits

 

$

975,301

 

$

914,009

 

$

835,927

 

$

974,428

 

$

772,481

 

 

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

 

Securities Sold Under Agreements to Repurchase

 

Securities sold under agreements to repurchase were $1.1 billion as of September 30, 2007, an increase of $39.7 million or 4% from December 31, 2006 and a decrease of $11.7 million or 1% from September 30, 2006.  The increase from December 31, 2006 was primarily due to additional securities sold under agreements to repurchase placed with government entities that provided the Company with sources of liquidity, partially offset by the paydowns of securities sold under agreements to repurchase placed with private entities. The decrease from September 30, 2006 was primarily due to paydowns of securities sold under agreements to repurchase placed with government entities. As of September 30, 2007, total securities sold under agreements to repurchase placed with private entities were $600.0 million, of which $500.0 million were indexed to the London Inter Bank Offering Rate (“LIBOR”) and $100.0 million were at fixed interest rates. The remaining terms of the private entity agreements range from eight to 14 years. However, the private entities have the right to terminate the agreements on predetermined dates. If the private entity agreements that are indexed to LIBOR are not terminated by predetermined dates, the interest rates on the agreements become fixed, at rates ranging from 4.00% to 5.00%, for the remaining term of the respective agreements.  As of September 30, 2007, the weighted average interest rate for the Company’s outstanding private entity agreements was 4.37%.

 

Table 12 presents the composition of securities sold under agreements to repurchase as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Securities Sold Under Agreements to Repurchase (Unaudited)

Table 12

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2006

 

Government Entities

 

$

487,511

 

$

372,824

 

$

499,260

 

Private Entities

 

600,000

 

675,000

 

600,000

 

Total Securities Sold Under Agreements to Repurchase

 

$

1,087,511

 

$

1,047,824

 

$

1,099,260

 

 

29



 

Borrowings and Long-Term Debt

 

Borrowings, including funds purchased and other short-term borrowings, were $202.6 million as of September 30, 2007, an increase of $131.5 million from December 31, 2006 and an increase of $30.8 million or 18% from September 30, 2006. The increase in these borrowing instruments from December 31, 2006 was used to replace other more expensive sources of funding.

 

Long-term debt was $235.4 million as of September 30, 2007, a decrease of $24.9 million or 10% and $29.9 million or 11% from December 31, 2006 and September 30, 2006, respectively. The decrease in long-term debt from December 31, 2006 was due to the maturity of a $25.0 million Federal Home Loan Bank of Seattle (“FHLB”) advance in the third quarter of 2007. The decrease in long-term debt from September 30, 2006 was due to the repurchase of $5.0 million in Bancorp Hawaii Capital Trust I’s capital securities in the fourth quarter of 2006 in addition to the aforementioned maturity of the $25.0 million FHLB advance in the third quarter of 2007. Further discussion of the Company’s borrowings is included in the “Corporate Risk Profile – Liquidity Management” section of MD&A.

 

Shareholders’ Equity

 

As of September 30, 2007, the Company’s shareholders’ equity was $731.7 million.  This represented a $12.3 million or 2% increase from December 31, 2006 and a $48.2 million or 7% increase from September 30, 2006.  The increase in the Company’s shareholders’ equity from December 31, 2006 to September 30, 2007 was primarily due to net income for the nine months ended September 30, 2007 of $142.8 million and common stock issued under purchase and equity compensation plans of $16.3 million. The increase in shareholders’ equity was partially offset by $69.3 million in common stock repurchases, $60.9 million in cash dividends paid, and $34.5 million in reductions to retained earnings as a result of the Company’s adoption of several new accounting pronouncements on January 1, 2007. Further discussion of the Company’s capital structure is included in the “Corporate Risk Profile – Capital Management” section of MD&A.

 

30



 

Analysis of Business Segments

 

The Company’s business segments are 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, 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.

 

The Company evaluates several performance measures of the business segments, the most important of which are net income after capital charge (“NIACC”) and risk adjusted return on capital (“RAROC”).  NIACC is economic net income less a charge for the cost of allocated capital.  The cost of allocated capital is determined by multiplying management’s estimate of a shareholder’s minimum required rate of return on the cost of capital invested (currently 11%) by the business segment’s allocated equity.  The Company assumes 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 reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Company’s overall asset and liability management activities on a proportionate basis.  The basis for the allocation of net interest income is a function of management decisions and assumptions that are subject to change based on changes in current interest rate and market conditions.  Funds transfer pricing also serves to transfer interest rate risk to the Treasury segment.  However, the other business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions within guidelines.  The business segments are charged an economic provision which is a statistically derived estimate of average annual expected credit losses over an economic cycle.

 

On a consolidated basis, the Company considers NIACC a measure of shareholder value creation. For the nine months ended September 30, 2007, consolidated NIACC was $79.8 million, compared to $66.8 million for the same period in 2006.  The increase in NIACC was primarily due to the impact of the aforementioned $8.2 million charge recorded in the provision for income taxes in the second quarter of 2006 related to a change in tax law.

 

31



 

Table 13 summarizes NIACC and RAROC results for the Company’s business segments for the three and nine months ended September 30, 2007 and 2006.

 

Business Segment Selected Financial Information (Unaudited)

Table 13

 

 

 

Retail

 

Commercial

 

Investment

 

 

 

 

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

Total

 

Treasury

 

Total

 

Three Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated Net Income

 

$

25,540

 

$

15,616

 

$

4,326

 

$

45,482

 

$

2,297

 

$

47,779

 

Allowance Funding Value

 

(258

)

(732

)

(11

)

(1,001

)

1,001

 

-

 

Provision for Credit Losses

 

2,975

 

1,284

 

(1

)

4,258

 

(188

)

4,070

 

Economic Provision

 

(3,032

)

(2,063

)

(88

)

(5,183

)

-

 

(5,183

)

Tax Effect of Adjustments

 

116

 

559

 

37

 

712

 

(300

)

412

 

Income Before Capital Charge

 

25,341

 

14,664

 

4,263

 

44,268

 

2,810

 

47,078

 

Capital Charge

 

(5,508

)

(3,944

)

(1,632

)

(11,084

)

(8,948

)

(20,032

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

19,833

 

$

10,720

 

$

2,631

 

$

33,184

 

$

(6,138

)

$

27,046

 

RAROC (ROE for the Company)

 

50

%

41

%

28

%

 

 

9

%

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2006 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated Net Income

 

$

23,910

 

$

16,024

 

$

4,568

 

$

44,502

 

$

2,418

 

$

46,920

 

Allowance Funding Value

 

(202

)

(660

)

(9

)

(871

)

871

 

-

 

Provision for Credit Losses

 

2,609

 

480

 

-

 

3,089

 

(304

)

2,785

 

Economic Provision

 

(3,105

)

(2,158

)

(98

)

(5,361

)

-

 

(5,361

)

Tax Effect of Adjustments

 

258

 

865

 

40

 

1,163

 

(210

)

953

 

Income Before Capital Charge

 

23,470

 

14,551

 

4,501

 

42,522

 

2,775

 

45,297

 

Capital Charge

 

(5,426

)

(3,914

)

(1,511

)

(10,851

)

(8,047

)

(18,898

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

18,044

 

$

10,637

 

$

2,990

 

$

31,671

 

$

(5,272

)

$

26,399

 

RAROC (ROE for the Company)

 

47

%

41

%

32

%

 

 

7

%

27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated Net Income

 

$

74,727

 

$

45,770

 

$

15,340

 

$

135,837

 

$

7,006

 

$

142,843

 

Allowance Funding Value

 

(708

)

(2,163

)

(31

)

(2,902

)

2,902

 

-

 

Provision for Credit Losses

 

8,867

 

1,409

 

(1

)

10,275

 

(211

)

10,064

 

Economic Provision

 

(8,900

)

(6,327

)

(251

)

(15,478

)

(1

)

(15,479

)

Tax Effect of Adjustments

 

274

 

2,620

 

105

 

2,999

 

(995

)

2,004

 

Income Before Capital Charge

 

74,260

 

41,309

 

15,162

 

130,731

 

8,701

 

139,432

 

Capital Charge

 

(16,407

)

(11,957

)

(4,785

)

(33,149

)

(26,453

)

(59,602

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

57,853

 

$

29,352

 

$

10,377

 

$

97,582

 

$

(17,752

)

$

79,830

 

RAROC (ROE for the Company)

 

50

%

38

%

35

%

 

 

9

%

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2006 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated Net Income

 

$

71,173

 

$

34,594

 

$

12,031

 

$

117,798

 

$

11,648

 

$

129,446

 

Allowance Funding Value

 

(589

)

(1,809

)

(25

)

(2,423

)

2,423

 

-

 

Provision for Credit Losses

 

6,965

 

1,218

 

999

 

9,182

 

(1,567

)

7,615

 

Economic Provision

 

(9,341

)

(6,628

)

(286

)

(16,255

)

(1

)

(16,256

)

Tax Effect of Adjustments

 

1,097

 

2,671

 

(254

)

3,514

 

(316

)

3,198

 

Income Before Capital Charge

 

69,305

 

30,046

 

12,465

 

111,816

 

12,187

 

124,003

 

Capital Charge

 

(16,258

)

(12,282

)

(4,727

)

(33,267

)

(23,892

)

(57,159

)

Net Income (Loss) After Capital Charge (NIACC)

 

$

53,047

 

$

17,764

 

$

7,738

 

$

78,549

 

$

(11,705

)

$

66,844

 

RAROC (ROE for the Company)

 

47

%

27

%

29

%

 

 

12

%

25

%

 

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

 

32



 

Retail Banking

 

The Retail Banking segment offers a broad range of financial products and services to consumers and small businesses.  Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, and installment loans.  Deposit products include checking, savings, and time deposit accounts.  The Retail Banking segment also provides merchant services to its small business customers.  Products and services from the Retail Banking segment are delivered to customers through 71 Hawaii branch locations, 465 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), and a 24-hour telephone banking service. This segment also offers retail property and casualty insurance products.

 

The segment’s key financial measures increased for the three and nine months ended September 30, 2007, compared to the same periods in 2006.  The segment experienced higher noninterest income, primarily as a result of higher fee income from transaction volume, and growth in the number of transactional deposit accounts and interchange income from debit card sales. The increase in net interest income was due to an increase in the earnings credit on the segment’s deposit portfolio which partially offset lower deposit levels. These positive trends were partially offset by an increase in noninterest expense primarily resulting from higher debit card volume and salaries expense.

 

Commercial Banking

 

The Commercial Banking segment offers products including corporate banking and commercial real estate loans, lease financing, auto dealer financing, deposit and cash management products, and 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 primarily domiciled in Hawaii. The Commercial Banking segment also includes the Company’s operations at 12 branches in the Pacific Islands (Guam, nearby islands, and American Samoa).

 

The segment’s key financial measures for the three months ended September 30, 2007, compared to the same period in 2006, remained relatively unchanged. The improvement in the segment’s key financial measures for the nine months ended September 30, 2007 was primarily due to higher net interest income and noninterest income and a charge recorded in the second quarter of 2006 related to a change in tax law.

 

The improvement in net interest income for the three and nine months ended September 30, 2007, compared to the same periods in 2006, was primarily due to higher earnings credit rates on the segment’s transaction deposits, partially offset by growth in interest cost due to higher average balances in savings and time deposits. The decrease in noninterest income for the three months ended September 30, 2007, compared to the same period in 2006, was primarily due to a gain on a terminated lease recognized in the third quarter of 2006. The increase in noninterest income for the nine months ended September 30, 2007, compared to the same period in 2006, was primarily due to higher insurance commission income. The increase in noninterest expense for the three and nine months ended September 30, 2007, compared to the same periods in 2006, was primarily due to higher salaries and allocated expenses.

 

33



 

Investment Services

 

The Investment Services segment includes private banking, trust services, asset management, and institutional investment 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.

 

The decline in the segment’s key financial measures for the three months ended September 30, 2007, compared to the same period in 2006, was primarily due to higher noninterest expense, mainly in salaries and other operating expenses. The improvement in the segment’s key financial measures for the nine months ended September 30, 2007, compared to the same period in 2006, was primarily due to an increase in noninterest income.

 

Trust and asset management fee income increased for the three and nine months ended September 30, 2007, compared to the same periods in 2006, primarily due to improved market conditions, resulting in increases in both average market values of assets under management and investment advisory fees on money market accounts. The increase in noninterest income was also due to growth in fee income on products offered through the full service brokerage business.

 

Treasury

 

The Treasury segment consists of corporate asset and liability management activities, including interest rate risk management and foreign exchange business. This segment’s assets and liabilities (and related interest income and expense) consist of interest-bearing deposits, investment securities, federal funds sold and purchased, government deposits, and short-term 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. Additionally, the change in fair value of the Company’s mortgage servicing rights, related to changes in the weighted-average constant prepayment rate and the weighted average discount rate assumptions, is allocated to the Treasury segment. The net residual effect of transfer pricing of assets and liabilities is included in Treasury, along with eliminations of inter-company transactions.

 

The decline in the segment’s key financial measures for the three and nine months ended September 30, 2007, compared to the same periods in 2006, was primarily due to a decrease in net interest income. The decrease in net interest income was primarily due to higher funding costs associated with the Company’s deposit portfolio. Increased volume and associated rates of short-term borrowings also contributed to the decrease in net interest income for the nine months ended September 2007. Noninterest income for the three and nine months ended September 2007 increased over 2006, partially offsetting the decrease in net interest income. Noninterest income increased primarily due to the net fair value adjustment of the Company’s mortgage servicing rights and investment trading portfolio as well as an increase in BOLI income.

 

34



 

Corporate Risk Profile

 

Credit Risk

 

The Company’s credit risk position remained strong and stable during the nine months ended September 30, 2007 with lower levels of internally criticized loans and leases and non-performing assets. The Company’s non-accrual loans and leases decreased to $4.2 million as of September 30, 2007 from $5.9 million as of December 31, 2006, primarily due to reductions in the residential mortgage as well as the commercial and industrial loan categories. The ratio of non-accrual loans and leases to total loans and leases was 0.06% as of September 30, 2007, slightly lower than the ratio of 0.09% as of December 31, 2006 and 0.08% as of September 30, 2006.

 

The Company’s favorable credit risk profile reflected a stable economy in Hawaii and Guam, as well as disciplined commercial and retail underwriting and portfolio management. The quality of the Hawaii-based portfolio was complimented by stable construction and real estate industries and continued strength in domestic visitor arrivals, despite higher energy costs and increasing inflationary trends. The Company does not offer payment-option adjustable rate mortgage loans or products with negative amortization.

 

Relative to the Company’s total loan and lease portfolio, domestic airline carriers continued to demonstrate a higher risk profile due to fuel costs, pension plan obligations, and marginal pricing power. In the evaluation of the Reserve for Credit Losses (the “Reserve”), management continues to consider the ongoing financial concerns about the airline industry. Table 14 below summarizes the Company’s air transportation credit exposures as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Air Transportation Credit Exposure 1 (Unaudited)

Table 14

 

 

 

September 30, 2007

 

December 31, 2006

 

September 30, 2006

 

 

 

 

 

Unused

 

Total

 

Total

 

Total

 

(dollars in thousands)

 

Outstanding

 

Commitments

 

Exposure

 

Exposure

 

Exposure

 

Passenger Carriers Based In the U.S.

 

$

64,867

 

$

-

 

$

64,867

 

$

68,035

 

$

68,045

 

Passenger Carriers Based Outside the U.S.

 

19,162

 

-

 

19,162

 

19,406

 

19,475

 

Cargo Carriers

 

13,326

 

-

 

13,326

 

13,240

 

13,240

 

Total Air Transportation Credit Exposure

 

$

97,355

 

$

-

 

$

97,355

 

$

100,681

 

$

100,760

 

 

1 Exposures include loans, leveraged leases, and operating leases.

 

35



 

Non-Performing Assets

 

Table 15 presents information on the Company’s 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 15

 

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2007

 

2007

 

2006

 

2006

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans and Leases

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

359

 

$

265

 

$

273

 

$

769

 

$

400

 

Commercial Mortgage

 

123

 

130

 

38

 

40

 

44

 

Lease Financing

 

-

 

914

 

-

 

31

 

-

 

Total Commercial

 

482

 

1,309

 

311

 

840

 

444

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

3,237

 

3,844

 

4,345

 

4,914

 

4,253

 

Home Equity

 

436

 

899

 

476

 

164

 

254

 

Other Revolving Credit and Installment

 

-

 

214

 

242

 

-

 

-

 

Total Consumer

 

3,673

 

4,957

 

5,063

 

5,078

 

4,507

 

Total Non-Accrual Loans and Leases

 

4,155

 

6,266

 

5,374

 

5,918

 

4,951

 

Foreclosed Real Estate

 

105

 

48

 

462

 

407

 

409

 

Other Investments

 

-

 

-

 

-

 

82

 

82

 

Total Non-Performing Assets

 

$

4,260

 

$

6,314

 

$

5,836

 

$

6,407

 

$

5,442

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing Loans and Leases Past Due 90 Days or More

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Lease Financing

 

$

-

 

$

-

 

$

4

 

$

-

 

$

-

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

639

 

188

 

706

 

519

 

882

 

Home Equity

 

115

 

60

 

219

 

331

 

62

 

Other Revolving Credit and Installment

 

1,678

 

1,158

 

1,441

 

1,954

 

2,044

 

Lease Financing

 

-

 

-

 

10

 

10

 

-

 

Total Consumer

 

2,432

 

1,406

 

2,376

 

2,814

 

2,988

 

Total Accruing Loans and Leases Past Due 90 Days or More

 

$

2,432

 

$

1,406

 

$

2,380

 

$

2,814

 

$

2,988

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans and Leases

 

$

6,599,915

 

$

6,566,126

 

$

6,507,152

 

$

6,623,167

 

$

6,489,057

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.06

%

0.10

%

0.08

%

0.09

%

0.08

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.06

%

0.10

%

0.09

%

0.10

%

0.08

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

0.10

%

0.12

%

0.13

%

0.14

%

0.13

%

 

 

 

 

 

 

 

 

 

 

 

 

Quarter to Quarter Changes in Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Quarter

 

$

6,314

 

$

5,836

 

$

6,407

 

$

5,442

 

$

5,377

 

Additions

 

662

 

2,279

 

1,548

 

2,427

 

1,507

 

Reductions

 

 

 

 

 

 

 

 

 

 

 

Payments

 

(1,741

)

(804

)

(1,150

)

(255

)

(848

)

Return to Accrual Status

 

(787

)

(473

)

(435

)

(897

)

(382

)

Sales of Foreclosed Assets

 

(48

)

(326

)

(56

)

(112

)

(20

)

Charge-offs/Write-downs

 

(140

)

(198

)

(478

)

(198

)

(192

)

Total Reductions

 

(2,716

)

(1,801

)

(2,119

)

(1,462

)

(1,442

)

Balance at End of Quarter

 

$

4,260

 

$

6,314

 

$

5,836

 

$

6,407

 

$

5,442

 

 

36



 

NPAs consisted of non-accrual loans and leases, foreclosed real estate, and other non-performing investments.  The Company’s NPAs were $4.3 million as of September 30, 2007, a $2.1 million and $1.2 million decrease from December 31, 2006 and September 30, 2006, respectively. The decrease in NPAs from 2006 was primarily due to lower levels of non-accrual residential mortgage loans in 2007.

 

Included in NPAs are loans considered impaired.  Impaired loans are defined as those which the Company believes it is probable it will not collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans were $0.2 million as of September 30, 2007 and 2006 and $0.4 million as of December 31, 2006. The decrease in impaired loans from December 31, 2006 was primarily due to the charge-off of a $0.4 million commercial and industrial loan during the first quarter of 2007.

 

Table 16 presents information on the Company’s commercial and consumer NPAs as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Commercial and Consumer Non-Performing Assets (Unaudited)

Table 16

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

 

2007

 

2006

 

2006

 

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

 

0.02

%

0.04

%

0.02%

 

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

 

0.09

%

0.13

%

0.12%

 

 

As summarized in Table 16, the Company’s credit quality on its commercial and consumer lending portfolios remained strong.  Residential mortgage and home equity lending comprise the largest components of the Company’s consumer lending portfolio.  As of September 30, 2007, the weighted average credit score for the Company’s residential mortgage loans was 755 and a significant portion of this portfolio had a loan-to-value ratio of 80% or less.  As of September 30, 2007, the weighted average credit score for the Company’s home equity loans was 748 and the majority of the portfolio had a loan-to-value ratio of 80% or less.  As of September 30, 2007, the Company’s home equity portfolio had an annualized loss rate of 0.08%.

 

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

 

Consisting primarily of personal unsecured lines of credit and residential mortgages loans, accruing loans and leases past due 90 days or more were $2.4 million as of September 30, 2007, a decrease of $0.4 million from December 31, 2006 and a decrease of $0.6 million from September 30, 2006.  The decrease in accruing loans and leases past due 90 days or more from December 31, 2006 to September 30, 2007 was primarily due to the resolution of other revolving credit and installment loans.  The decrease in accruing loans and leases past due 90 days or more from September 30, 2006 to September 30, 2007 was primarily due to a decrease in past due loans in both the residential mortgage and other revolving credit and installment categories.

 

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

 

37



 

Reserve for Credit Losses

 

Table 17 presents the activity in the Company’s Reserve for the three and nine months ended September 30, 2007 and 2006.

 

Reserve for Credit Losses (Unaudited)

Table 17

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006 1

 

2007

 

2006 1

 

Balance at Beginning of Period

 

$

96,167

 

$

96,167

 

$

96,167

 

$

96,167

 

Loans and Leases Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

(715

)

(593

)

(2,258

)

(1,653

)

Lease Financing

 

(123

)

-

 

(145

)

-

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

-

 

-

 

(47

)

(39

)

Home Equity

 

(422

)

(211

)

(764

)

(438

)

Other Revolving Credit and Installment

 

(4,597

)

(3,982

)

(14,506

)

(12,703

)

Lease Financing

 

(7

)

(18

)

(7

)

(30

)

Total Loans and Leases Charged-Off

 

(5,864

)

(4,804

)

(17,727

)

(14,863

)

Recoveries on Loans and Leases Previously Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

326

 

325

 

918

 

2,064

 

Commercial Mortgage

 

35

 

84

 

156

 

509

 

Lease Financing

 

2

 

1

 

2,089

 

1

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

14

 

223

 

203

 

464

 

Home Equity

 

69

 

120

 

189

 

308

 

Other Revolving Credit and Installment

 

1,345

 

1,250

 

4,094

 

3,870

 

Lease Financing

 

3

 

16

 

14

 

32

 

Total Recoveries on Loans and Leases Previously Charged-Off

 

1,794

 

2,019

 

7,663

 

7,248

 

Net Loans and Leases Charged-Off

 

(4,070

)

(2,785

)

(10,064

)

(7,615

)

Provision for Credit Losses

 

4,070

 

2,785

 

10,064

 

7,615

 

Balance at End of Period 2

 

$

96,167

 

$

96,167

 

$

96,167

 

$

96,167

 

 

 

 

 

 

 

 

 

 

 

Components

 

 

 

 

 

 

 

 

 

Allowance for Loan and Lease Losses

 

$

90,998

 

$

90,795

 

$

90,998

 

$

90,795

 

Reserve for Unfunded Commitments

 

5,169

 

5,372

 

5,169

 

5,372

 

Total Reserve for Credit Losses

 

$

96,167

 

$

96,167

 

$

96,167

 

$

96,167

 

 

 

 

 

 

 

 

 

 

 

Average Loans and Leases Outstanding

 

$

6,570,261

 

$

6,470,883

 

$

6,554,979

 

$

6,324,492

 

 

 

 

 

 

 

 

 

 

 

Ratio of Net Loans and Leases Charged-Off to

 

 

 

 

 

 

 

 

 

Average Loans and Leases Outstanding (annualized)

 

0.25%

 

0.17%

 

0.21%

 

0.16%

 

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

 

1.38%

 

1.40%

 

1.38%

 

1.40%

 

 

1

 

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

2

 

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).

 

The Company maintains 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.

 

38



 

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. After considering the evaluation criteria above and net charge-offs for the period, the Company recorded a Provision of $4.1 million and $10.1 million for the three and nine months ended September 30, 2007, respectively. As a result, the Allowance and the Unfunded Reserve were unchanged from December 31, 2006, reflecting a relatively stable asset quality environment during this period. The ratio of the Allowance to total loans and leases outstanding was 1.38% as of September 30, 2007, an increase of one basis point from December 31, 2006 due to a slight decrease in loans and leases outstanding.

 

Market Risk

 

Market risk is the potential of loss arising from adverse changes in interest rates and prices. The Company is exposed to market risk in the normal course of conducting its business activities. Financial products that expose the Company to market risk include investment securities, loans and leases, deposits, debt, and derivative financial instruments. The Company’s market risk management process involves measuring, monitoring, controlling, and adjusting levels of risk that can significantly impact the Company’s 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 “other than trading.”

 

The Company’s trading activities include trading securities that are used to manage the market risk exposure of the Company’s mortgage servicing rights which are recorded at fair value on the statement of condition since January 1, 2007. The Company’s trading activities also include foreign currency and foreign exchange contracts that expose the Company to a small degree of foreign currency risk. Foreign currency and foreign exchange contracts are primarily executed on behalf of customers and at times for the Company’s own account. The Company also enters into interest rate swap agreements with customers to assist them in managing their interest rate risk. However, the Company mitigates this risk by entering into equal and offsetting interest rate swap agreements with highly rated third parties.

 

The Company’s other than trading activities include normal business transactions that expose the Company’s balance sheet profile to varying degrees of market risk. The Company’s 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 assumed by the Company. 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 the Company’s market risk exposure and, as market conditions dictate, modifies positions as deemed appropriate. The ALCO may also direct the Company to use derivative financial instruments to manage market risk.

 

Interest Rate Risk

 

The objective of the Company’s 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.

 

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

 

39



 

The earnings of the Company 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, leases, investment securities, and deposits and 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, the Company, through the ALCO, measures 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, modifying characteristics of the investment securities portfolio, or using derivative financial instruments. The Company’s use of derivative financial instruments has generally been limited over the past several years. This is due to the natural on-balance sheet hedge arising out of offsetting interest rate exposures from loans, leases, 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, during the nine months ended September 30, 2007, the Company utilized its trading portfolio to offset the change in fair value of its mortgage servicing rights. 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, the Company may use different techniques to manage interest rate risk.

 

A key element in the Company’s 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 sensitivity to changes in interest rates. These estimates are based on assumptions about the behavior of loan, lease, 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 embedded options. 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.

 

The Company utilizes net interest income simulations to analyze short-term income sensitivities to changes in interest rates. Table 18 presents, as of September 30, 2007 and 2006, 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, 2007, the Company’s statement of condition was approximately neutral to parallel changes in interest rates. Net interest income sensitivity to changes in interest rates as of September 30, 2007 was less sensitive as compared to the sensitivity profile of the Company as of September 30, 2006. To analyze the impact of changes in interest rates in a more realistic manner, non-parallel rate scenarios are also simulated. These non-parallel rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve become inverted for a period of time. Conversely, if the yield curve should steepen, net interest income may increase.

 

Net Interest Income Sensitivity Profile (Unaudited)

Table 18

 

 

 

Change in Net Interest Income Per Quarter

 

(dollars in thousands)

 

September 30, 2007

 

September 30, 2006

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(860)

 

(0.9)

%

 

$

(985)

 

(1.0)

%

 

+100

 

(326)

 

(0.3)

 

 

(394)

 

(0.4)

 

 

-100

 

(69)

 

(0.1)

 

 

(197)

 

(0.2)

 

 

-200

 

(366)

 

(0.4)

 

 

(985)

 

(1.0)

 

 

 

40



 

The Company also uses a Market Value of Portfolio Equity (“MVPE”) sensitivity to estimate the net present value change in the Company’s assets, liabilities, and off-balance sheet arrangements from changes in interest rates. The MVPE was approximately $1.8 billion as of September 30, 2007 and 2006. Table 19 presents, as of September 30, 2007 and 2006, an estimate of the change in the MVPE sensitivity that would occur from an instantaneous 100 and 200 basis point increase or decrease in interest rates, moving in a parallel fashion over the entire yield curve. The MVPE sensitivity decreased in the -200 basis point interest rate change scenario, but increased in the -100, +100, and +200 basis point interest rate change scenarios as of September 30, 2007, compared to September 30, 2006, primarily as a result of an increase in the duration of the Company’s residential mortgage loan assets.  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 shifts. There are inherent limitations to these measures; however, used along with the MVPE sensitivity analysis, the Company obtains better overall insight for managing its exposure to changes in interest rates. Based on the additional analyses, the Company estimates its greatest exposure is in scenarios where medium term rates rise on a relative basis more than short-term and long-term rates.

 

Market Value of Equity Sensitivity Profile (Unaudited)

Table 19

 

 

 

Change in Market Value of Equity

 

(dollars in thousands)

 

September 30, 2007

 

September 30, 2006

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(197,636

)

(11.2

)%

$

(164,648

)

(9.2

)%

+100

 

(88,877

)

(5.0

)

(72,414

)

(4.0

)

-100

 

26,105

 

1.5

 

5,767

 

0.3

 

-200

 

(43,640

)

(2.5

)

(87,037

)

(4.8

)

 

Liquidity Management

 

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

 

Cash and noninterest-bearing deposits, interest-bearing deposits, and funds sold provide the Company with readily available liquid resources. Investment securities in the Company’s available-for-sale portfolio are also a near-term source of asset liquidity, although the Company does not have the intent to sell such investment securities that are currently in a gross unrealized loss position. Asset liquidity is further enhanced by the Company’s ability to sell residential mortgage loans in the secondary market.

 

Core customer deposits have historically provided a sizable source of relatively stable and low-cost funds. The Company is also able to utilize funds purchased, short-term borrowings, and securities sold under agreements to repurchase as a mechanism to fund growth in the Company’s loan and lease portfolio.

 

The Bank is 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, 2007 at a weighted average interest rate of 4.00%. Outstanding borrowings from the FHLB were $75.0 million as of December 31, 2006 and September 30, 2006.

 

Additionally, the Bank maintains a $1.0 billion senior and subordinated bank note program. Under this facility, the Bank may issue additional notes provided that the aggregate amount outstanding does not exceed $1.0 billion. Subordinated notes outstanding under this bank note program were $124.9 million as of September 30, 2007 and December 31, 2006, and $124.8 million as of September 30, 2006 at a fixed interest rate of 6.875%.

 

41



 

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 the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt correction 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, 2007, the Parent and the Bank were “well capitalized” under this regulatory framework. There have been no conditions or events since September 30, 2007 that management believes have changed either the Parent’s or the Bank’s capital classifications.

 

As of September 30, 2007, the Company had subordinated debt of $124.9 million, of which $25.0 million qualified as total capital for regulatory capital purposes. Also, as of September 30, 2007, the Company had $26.4 million of capital securities outstanding, all of which qualified as Tier 1 capital for regulatory capital purposes. The capital securities were classified as long-term debt in the Consolidated Statements of Condition as of September 30, 2007.

 

As of September 30, 2007, the Company’s shareholders’ equity was $731.7 million.  This represented a $12.3 million or 2% increase from December 31, 2006 and a $48.2 million or 7% increase from September 30, 2006.  The increase in the Company’s shareholders’ equity from December 31, 2006 to September 30, 2007 was primarily due to net income for the nine months ended September 30, 2007 of $142.8 million and common stock issued under purchase and equity compensation plans of $16.3 million. The increase in shareholders’ equity was partially offset by $69.3 million in common stock repurchases, $60.9 million in cash dividends paid, and $34.5 million in reductions to retained earnings as a result of the Company’s adoption of several new accounting pronouncements on January 1, 2007.

 

For the nine months ended September 30, 2007, 1.3 million shares of common stock were repurchased under the share repurchase program at an average cost of $51.86 per share, totaling $67.0 million.  From the beginning of the share repurchase program in July 2001 through September 30, 2007, the Company repurchased a total of 43.8 million shares of common stock and returned over $1.5 billion to its shareholders at an average cost of $34.87 per share. On October 19, 2007, the Company’s Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million. This new authorization, combined with the previously announced authorization of $1.55 billion, brings the total share repurchase authority to $1.65 billion.  From October 1, 2007 through October 19, 2007, the Company repurchased an additional 82,100 shares of common stock at an average cost of $52.12 per share for a total of $4.3 million, resulting in remaining buyback authority under the share repurchase program of $120.1 million.

 

On October 19, 2007, the Company’s Board of Directors declared and raised the quarterly cash dividend to $0.44 per share on the Company’s outstanding shares.  The dividend will be payable on December 14, 2007 to shareholders of record at the close of business on November 30, 2007.

 

42



 

Table 20 presents the Company’s regulatory capital and ratios as of September 30, 2007, December 31, 2006, and September 30, 2006.

 

Regulatory Capital and Ratios (Unaudited)

Table 20

 

 

 

September 30,

 

December 31,

 

September 30,

 

(dollars in thousands)

 

2007

 

2006

 

2006

 

Regulatory Capital

 

 

 

 

 

 

 

Shareholders’ Equity

 

$

731,697

 

$

719,420

 

$

683,472

 

 

Add:

8.25% Capital Securities of Bancorp Hawaii Capital Trust I

 

26,425

 

26,425

 

31,425

 

 

Less:

Goodwill

 

34,959

 

34,959

 

34,959

 

 

 

Adjustment to Initially Apply FASB Statement No. 158, Net of Tax

 

6,731

 

6,958

 

-

 

 

 

Unrealized Valuation on Investment Securities Available-for-Sale and Other Adjustments

 

(17,403

)

(27,491

)

(28,899

)

Tier 1 Capital

 

733,835

 

731,419

 

708,837

 

Allowable Reserve for Credit Losses

 

90,058

 

91,585

 

90,723

 

Qualifying Subordinated Debt

 

24,979

 

49,942

 

49,937

 

Unrealized Gains on Investment Securities Available-for-Sale

 

32

 

17

 

20

 

Total Regulatory Capital

 

$

848,904

 

$

872,963

 

$

849,517

 

 

 

 

 

 

 

 

 

Risk-Weighted Assets 1

 

$

7,198,547

 

$

7,322,255

 

$

7,252,299

 

 

 

 

 

 

 

 

 

Key Regulatory Capital Ratios

 

 

 

 

 

 

 

Tier 1 Capital Ratio

 

10.19

%

9.99

%

9.77

%

Total Capital Ratio

 

11.79

 

11.92

 

11.71

 

Leverage Ratio

 

6.95

 

7.06

 

6.90

 

 

1 Risk-weighted assets for the period ended September 30, 2006 was corrected from $7,252,429. There was no impact to the Company’s regulatory capital ratios, as previously reported.

 

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

 

Off-Balance Sheet Arrangements

 

The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as variable-interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

Credit Commitments

 

The Company’s credit commitments as of September 30, 2007 were as follows:

 

Credit Commitments (Unaudited)

Table 21

 

 

 

Less Than

 

 

 

 

 

After 5

 

 

 

(dollars in thousands)

 

One Year

 

1-3 Years

 

4-5 Years

 

Years

 

Total

 

Unfunded Commitments to Extend Credit

 

$

797,432

 

$

248,962

 

$

424,404

 

$

1,255,216

 

$

2,726,014

 

Standby Letters of Credit

 

87,867

 

4,151

 

-

 

-

 

92,018

 

Commercial Letters of Credit

 

25,559

 

-

 

-

 

-

 

25,559

 

Total Credit Commitments

 

$

910,858

 

$

253,113

 

$

424,404

 

$

1,255,216

 

$

2,843,591

 

 

Contractual Obligations

 

The Company adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material effect on the contractual obligations table presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

 

43



 

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, 2007. 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, 2007. 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 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II - Other Information

 

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

 

Issuer Purchases of Equity Securities (Unaudited)

 

 

 

 

 

 

Total Number of Shares

 

Approximate Dollar Value

 

 

 

Total Number

 

 

 

Purchased as Part of

 

of Shares that May Yet Be

 

 

 

Of Shares

 

Average Price

 

Publicly Announced Plans

 

Purchased Under the

 

Period

 

Purchased 1

 

Paid Per Share

 

or Programs

 

Plans or Programs 2

 

July 1 - 31, 2007

 

170,895

 

 

$

50.43

 

170,000

 

 

$

43,592,739

 

August 1 - 31, 2007

 

262,170

 

 

50.11

 

257,500

 

 

30,691,558

 

September 1 - 30, 2007

 

122,551

 

 

51.78

 

122,500

 

 

24,348,119

 

Total

 

555,616

 

 

50.58

 

550,000

 

 

 

 

 

1 The months of July, August, and September 2007 included 895, 4,670, and 51 mature shares, respectively, purchased from employees in connection with stock option exercises. These shares were not purchased as part of the publicly announced program. The shares were purchased at the closing price of the Company’s common stock on the dates of purchase.

2 The Company repurchased shares during the third quarter of 2007 pursuant to its ongoing share repurchase program that was first announced in July 2001. On October 19, 2007, the Company’s Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million. This new authorization, combined with the previously announced authorization of $1.55 billion, brings the total repurchase authority to $1.65 billion. As of October 19, 2007, $120.1 million remained of the total $1.65 billion total repurchase amount authorized by the Company’s Board of Directors 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.

 

44



 

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 24, 2007

Bank of Hawaii Corporation

 

 

 

 

 

 

 

 

By:

/s/ Allan R. Landon

 

 

 

Allan R. Landon

 

 

 

Chairman of the Board,

 

 

 

Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

By:

/s/ Daniel C. Stevens

 

 

 

Daniel C. Stevens

 

 

 

Chief Financial Officer

 

 

45



 

Exhibit Index

 

Exhibit Number

 

10

 

Bank of Hawaii Corporation Change-In-Control Retention Plan

 

 

 

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

 

46