10-K 1 a2129331z10-k.htm 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003

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
(State of incorporation)
  99-0148992
(IRS Employer Identification No.)

130 Merchant Street, Honolulu, Hawaii
(Address of principal executive offices)

 

96813
(Zip Code)

1-(888)-643-3888
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  Name of Each Exchange
on Which Registered

Common Stock, $.01 Par Value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None


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

Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)

Yes ý    No o

The aggregate market value of the registrant's voting stock held by non-affiliates is approximately $1,685,995,541, based on the June 30, 2003 closing price of said stock on the New York Stock Exchange ($33.15 per share).

As of February 20, 2004, there were 54,699,024 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 30, 2004, are incorporated by reference into Part III of this Report.





Bank of Hawaii Corporation

Form 10-K

INDEX

 
 
   
  Page
Part I Item 1.   Description of Business   2
  Item 2.   Properties   5
  Item 3.   Legal Proceedings   5
  Item 4.   Submission of Matters to a Vote of Security Holders   5

Part II

Item 5.

 

Market for the Registrant's Common Equity and Related Stockholder Matters

 

7
  Item 6.   Selected Financial Data   8
  Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   9
  Item 7a.   Qualitative and Quantitative Disclosures about Market Risk   39
  Item 8.   Financial Statements and Supplementary Data   39
  Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   86
  Item 9a.   Controls and Procedures   86

Part III

Item 10.

 

Directors and Executive Officers of the Registrant

 

87
  Item 11.   Executive Compensation   87
  Item 12.   Security Ownership of Certain Beneficial Owners and Management   87
  Item 13.   Certain Relationships and Related Transactions   87
  Item 14.   Principal Accounting Fees and Services   87

Part IV

Item 15.

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

88

SIGNATURES

 

92


PART I

Item 1.    Description of Business

General

Bank of Hawaii Corporation (the "Company") is a Delaware corporation and a bank holding company.

The Company's banking subsidiary, Bank of Hawaii (the "Bank"), was organized under the laws of Hawaii on December 17, 1897 and has its headquarters in Honolulu, Hawaii. Its deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"). The only other subsidiary of the Company is Bancorp Hawaii Capital Trust I, a guarantor trust.

Through the Bank, the Company provides a diversified range of banking financial services and products primarily in Hawaii and the Pacific Islands (Guam and nearby islands and American Samoa). The Bank's subsidiaries include Bank of Hawaii Leasing, Bankoh Investment Services, Pacific Century Life Insurance Company, Triad Insurance Agency, Bank of Hawaii Insurance Services, and Bank of Hawaii International. The Bank's subsidiaries are engaged in equipment leasing, insurance and insurance agency services, securities brokerage and investment services.

The Company is aligned into the following business segments: Retail Banking, Commercial Banking, Investment Services Group, and Treasury and Other Corporate. Additional financial and other information about the Company's business segments is presented in the Business Segments section of Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and Note 18 to the Consolidated Financial Statements in this report, which is incorporated by reference in this Item.

The Company divested most of its foreign operations by the end of 2001. Additional information on foreign activities are presented in Table 12 of MD&A and Note 19 to the Consolidated Financial Statements in this report, which is incorporated by reference in this Item.

The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports can be found on its internet site at http://www.boh.com as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"). The SEC maintains an internet site, http://www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The Company's Corporate Governance Guidelines, the Charters of the Audit Committee, the Human Resources and Compensation Committee, the Executive and Strategic Planning Committee, and the Nominating and Corporate Governance Committee and the Code of Business Conduct and Ethics will be available on the Company's website by April 30, 2004. Upon written request to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii, 96813, the information is available in print to any shareholder.

Competition

The Company, the Bank and its subsidiaries are subject to substantial competition from banks, savings associations, credit unions, mortgage companies, finance companies, mutual funds, brokerage firms, insurance companies and other providers of financial services, including financial service subsidiaries of commercial and manufacturing companies. The Company also competes with certain non-financial institutions and governmental entities that offer financial products and services. Some of the Company's competitors are not subject to the same level of regulation and oversight that are required of banks and bank holding companies.

2



Supervision and Regulation

The following discussion describes certain material elements of an extensive regulatory framework applicable to bank holding companies and their subsidiaries and provides certain information specific to the Company.

This regulatory framework is intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole, and not for the protection of security holders. To the extent that this information describes statutory and regulatory provisions, it is qualified in its entirety by reference to those provisions. Any change in applicable laws or regulations may have a material effect on the business of the Company and its subsidiaries.

The Company is registered as a bank holding company ("BHC") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is subject to the supervision of and to examinations by the Board of Governors of the Federal Reserve Bank System (the "FRB"). The Company is also registered as a bank holding company under the Hawaii Code of Financial Institutions (the "Code") and is subject to the registration, reporting, and examination requirements of the Code.

The BHC Act prohibits, with certain exceptions, a BHC from acquiring beneficial ownership or control of more than 5% of the voting shares of any company, including a bank, without the FRB's prior approval and from engaging in any activity other than those of banking, managing or controlling banks or other subsidiaries authorized under the BHC Act, or furnishing services to or performing services for its subsidiaries. Among the permitted activities is the ownership of shares of any company the activities of which the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

Subject to certain limits, under the Riegle-Neal Interstate Banking and Branching Efficiency Act (the "Riegle-Neal Act") an adequately capitalized and adequately managed BHC may acquire control of banks in any state. An interstate acquisition may not be approved if immediately following the acquisition the BHC would control 30 percent or more of the total FDIC-insured deposits in that state (or such lesser or greater amount set by the state), unless the acquisition is the BHC's initial entry into the state. An adequately capitalized and adequately managed bank may apply for permission to merge with an out-of-state bank and convert all branches of both parties into branches of a single bank. An interstate bank merger may not be approved, if immediately following the acquisition, the acquirer would control 30 percent or more of the total FDIC-insured deposits in that state (or such lesser or greater amount set by the state), unless the acquisition is the acquirer's initial entry into the state. Banks are also permitted to open newly established branches in any state in which it does not already have banking branches if such state enacts a law permitting such de novo branching.

Hawaii has enacted a statute that authorizes out-of-state banks to engage in mergers with Hawaii banks or acquisitions of substantially all of their assets, following which any such out-of-state bank may operate the branches of the Hawaii bank it has acquired. The Hawaii bank must have been in continuous operation for at least five years unless it is subject to or in danger of becoming subject to certain types of supervisory action. This statute does not permit out-of-state banks to acquire branches of Hawaii banks other than through an "interstate merger transaction" under the Riegle-Neal Act (except in the case of a bank that is subject to or in danger of becoming subject to certain types of supervisory action) or to open branches in Hawaii on a de novo basis.

Under the Gramm-Leach-Bliley Act, a BHC may elect to become a financial holding company and thereby engage in a broader range of financial and other activities than are permissible for traditional BHCs. In order to qualify for the election, all of the depository institution subsidiaries of the BHC must be well capitalized and well managed and all of its insured depository institution subsidiaries must have achieved a rating of "satisfactory" or better under the Community Reinvestment Act. Financial holding companies are permitted to engage in activities that are "financial in nature" or incidental or complementary thereto

3


as determined by the FRB. The Gramm-Leach-Bliley Act identifies several activities as "financial in nature," including, among others, insurance underwriting and agency, investment advisory services, merchant banking and underwriting and dealing or making a market in securities. The Company has not elected to become a financial holding company.

Subsidiary Bank

The Bank is subject to supervision and examination by the Federal Reserve Bank of San Francisco and the State of Hawaii Department of Commerce and Consumer Affairs Division of Financial Institutions. Depository institutions, including the Bank, are subject to extensive federal and state regulation that significantly affect their business and activities. Regulatory bodies have broad authority to implement standards and to initiate proceedings designed to prohibit depository institutions from engaging in unsafe and unsound banking practices. The standards relate generally to operations and management, asset quality, interest rate exposure and executive compensation. The agencies are authorized to take action against institutions that fail to meet such standards.

Source of Strength Doctrine

Under FRB policy, a BHC is expected to serve as a source of financial and management strength to its subsidiary banks and to commit resources to support its subsidiary banks in circumstances where it might not do so absent such a policy. This support may be required at times when the BHC may not have the resources to provide it. Under this policy, a BHC is expected to stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial adversity and to maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks.

Capital Requirements

The Company and the Bank are subject to risk-based capital requirements and guidelines imposed by the banking regulatory agencies.

As an additional means to identify problems in the financial management of depository institutions, the Federal Deposit Insurance Corporation Improvement Act ("FDICIA") requires federal bank regulatory agencies to establish certain non-capital safety and soundness standards.

FDICIA requires federal bank regulatory agencies to take "prompt corrective action" with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution's treatment for purposes of the prompt corrective action provisions will depend upon how its capital levels compare to various capital measures and certain other factors, as established by regulation.

For further information regarding the minimum capital requirements applicable to the Company and the Bank, see Note 11 to the Consolidated Financial Statements, which is incorporated by reference in this Item.

Dividend Restrictions

The Company is a legal entity separate and distinct from the Bank. The Company's principal source of funds to pay dividends on its common stock and debt service on its debt is dividends from the Bank. Various federal and state statutory provisions and regulations limit the amount of dividends the Bank may pay to the Company without regulatory approval, including requirements to maintain capital above regulatory minimums. The FRB is authorized to determine the circumstances when the payment of dividends would be an unsafe or unsound practice and to prohibit such payments. The right of the Company, its stockholders and creditors to participate in any distribution of the assets or earnings of its subsidiaries also is subject to the prior claims of creditors of those subsidiaries.

4



For information regarding the limitations on Bank dividends, see Note 11 to the Consolidated Financial Statements, which is incorporated by reference in this Item.

Other Transfers of Funds

The Bank is subject to restrictions under federal law that limit the transfer of funds or other items of value to the Company and any non-bank subsidiaries (including affiliates) in so-called "covered transactions." In general, covered transactions include loans and other extensions of credit, investments and asset purchases, as well as other transactions involving the transfer of value from the Bank to an affiliate or for the benefit of an affiliate. Unless an exemption applies, covered transactions by the Bank with a single affiliate are limited to 10% of the Bank's capital and surplus and, with respect to all covered transactions with affiliates in the aggregate, to 20% of the Bank's capital and surplus.

FDIC Insurance

The FDIC has adopted a premium schedule under which the actual assessment rate for a particular institution depends in part upon the risk classification the FDIC assigns to that institution. The FDIC may increase an institution's insurance premiums or terminate insurance upon a finding that the institution has engaged in unsafe and unsound practices.

Employees

At January 31, 2004, the Company and its subsidiaries had approximately 2,700 employees.


Item 2.    Properties

The principal offices of the Company and each of its business segments are located in the Financial Plaza of the Pacific building in Honolulu, Hawaii, which is owned primarily by the Company. The land under the office building is leased. The Company and its subsidiaries own and lease other premises, consisting of branch offices and operating facilities located in Hawaii and the Pacific Islands which are primarily used by the Retail Banking and Commercial Banking business segments.


Item 3.    Legal Proceedings

The Company and its subsidiaries are defendants in various legal proceedings arising from normal business activities. In the opinion of management, after reviewing these proceedings with counsel, the aggregate liability, if any, resulting from these proceedings is not expected to have a material effect on the Company's consolidated financial position or results of operations.


Item 4.    Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of 2003 to a vote of security holders through solicitation of proxies or otherwise.

5


Executive Officers of Registrant:

All listed officers are executive officers of the Company and the Bank.

Name

  Age
  Position
Michael E. O'Neill   57   Chairman and Chief Executive Officer since November 2000 and President from March 2002 to December 2003; Vice Chairman and Chief Financial Officer, BankAmerica Corporation, 1995 to 1999.

Allan R. Landon

 

55

 

President and Chief Financial Officer since December 2003; Vice Chair and Chief Financial Officer from January 2001 to December 2003; Director of Risk Management from April 2000 to January 2001; Chief Financial Officer, First American Corporation, 1998 to 2000.

Alton T. Kuioka

 

60

 

Vice Chair, Commercial Banking since April 1997; Chief Lending Officer from April 1997 to January 2003.

William C. Nelson

 

56

 

Vice Chair and Chief Risk Officer since January 2001; Managing Director, Bank of America Credit Products Group U.S. health care industry, 1999 to 2001; Executive Vice President, Bank of America credit risk management Asia Pacific region, 1993 to 1999.

David W. Thomas

 

52

 

Vice Chair, Retail Banking since April 2001; Executive Vice President, Summit Bank, 1999 to 2001.

Donna A. Tanoue

 

49

 

Vice Chair, Investment Services Group since April 2002; Financial services consultant for the Bank, September 2001 to March 2002; Chairwoman of the Federal Deposit Insurance Corporation, 1998 to 2001.

Richard C. Keene

 

44

 

Executive Vice President and Controller since January 2002; independent consultant for the Bank, April 2001 to December 2001; Chief Operating Officer and Controller, MaxRate.com, Inc., 2000 to 2001; Senior Vice President and Controller, Prudential Bank, 1994 to 2000.

6



PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder Matters

The common stock of the Company is traded on the New York Stock Exchange (NYSE Symbol: BOH) and quoted daily in leading financial publications. As of February 20, 2004, there were 9,653 common shareholders of record.

Information regarding the historical market prices of the Company's common stock and dividends declared on that stock are included below.

Market Prices, Book Values and Common Stock Dividends Per Share

 
  Market Price (MP) Range
   
  Dividends
Year/Period

  Book Value
(BV)

  High
  Low
  Close
  Declared
  Paid
1999   $ 24.94   $ 17.38   $ 18.69   $ 15.15   $ 0.68   $ 0.68
2000   $ 23.19   $ 11.06   $ 17.69   $ 16.35   $ 0.71   $ 0.71
2001   $ 28.30   $ 16.88   $ 25.89   $ 17.03   $ 0.72   $ 0.72

2002

 

$

31.05

 

$

22.79

 

$

30.39

 

$

16.12

 

$

0.73

 

$

0.73
First Quarter     27.79     23.79     26.06           0.36     0.18
Second Quarter     29.86     25.45     28.00           0.18     0.18
Third Quarter     30.00     22.79     27.90           0.19     0.18
Fourth Quarter     31.05     25.40     30.39               0.19

2003

 

$

42.99

 

$

29.25

 

$

42.20

 

$

14.44

 

$

0.87

 

$

0.87
First Quarter     31.50     29.25     30.80           0.19     0.19
Second Quarter     35.90     30.75     33.15           0.19     0.19
Third Quarter     35.55     32.92     33.58           0.19     0.19
Fourth Quarter     42.99     33.69     42.20           0.30     0.30

The Board of Directors of the Company considers on a quarterly basis the feasibility of paying a cash dividend to its shareholders. General practice is to declare a dividend in the beginning of a quarter to be paid prior to the end of the quarter and is based, in part, on the expected earnings for the quarter. For additional information regarding the limitation on the Company's ability to pay dividends, see "Dividend Restrictions" under "Supervision and Regulations" in Item 1 of this report and Note 11 to the Consolidated Financial Statements, which are incorporated by reference in this Item.

7



Item 6.    Selected Financial Data

Summary of Selected Consolidated Financial Data1

 
  2003
  2002
  2001
  2000
  1999
 
 
  (dollars in millions except per share amounts)

 
At December 31,                                

Balance Sheet Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net Loans   $ 5,628.1   $ 5,216.2   $ 5,498.1   $ 8,992.9   $ 9,145.3  
Total Assets     9,461.6     9,516.4     10,632.4     14,018.4     14,440.3  
Deposits     7,332.8     6,920.2     6,678.2     9,085.2     9,394.2  
Long-Term Debt     324.1     389.8     590.4     997.2     727.7  
Shareholders' Equity     793.1     1,015.8     1,247.0     1,301.4     1,212.3  

Average Assets

 

 

9,377.5

 

 

9,961.2

 

 

12,693.7

 

 

14,058.0

 

 

14,582.9

 
Average Loans     5,524.4     5,411.3     7,732.7     9,418.7     9,259.6  
Average Deposits     7,045.8     6,599.9     8,066.7     9,007.8     9,315.3  
Average Shareholders' Equity     900.1     1,183.5     1,344.1     1,234.6     1,210.0  

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Interest Income   $ 442.5   $ 516.5   $ 828.3   $ 1,032.4   $ 1,003.4  
Net Interest Income     365.9     370.2     459.7     531.2     551.6  
Provision for Loan and Lease Losses         11.6     74.3     142.9     60.9  
Net Income     135.2     121.2     117.8     113.7     133.0  
Basic Earnings Per Share     2.32     1.75     1.49     1.43     1.66  
Diluted Earnings Per Share     2.21     1.70     1.46     1.42     1.64  
Cash Dividends Paid Per Common Share     0.87     0.73     0.72     0.71     0.68  

Performance Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Return on Average Assets     1.44 %   1.22 %   0.93 %   0.81 %   0.91 %
Return on Average Equity     15.02     10.24     8.76     9.21     10.99  
Efficiency Ratio     63.38     64.94     65.40     60.29     65.76  
Dividend Payout Ratio     37.50     41.71     48.32     49.65     40.96  
Average Equity to Average Assets     9.60     11.88     10.59     8.78     8.30  
Allowance to Loans and Leases Outstanding     2.24     2.67     2.81     2.67     2.08  
Tier I Capital Ratio     12.54     16.59     19.76     11.78     10.28  
Total Capital Ratio     15.81     19.96     23.29     14.64     13.22  
Leverage Ratio     8.43     10.34     11.20     9.10     8.31  

Operating Results and Performance Ratios, excluding Divested Businesses, Systems Replacement Project, Restructuring and Goodwill2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net Income   $ 149.5   $ 131.5   $ 113.6     n.m.     n.m.  
Basic Earnings Per Share     2.56     1.90     1.44     n.m.     n.m.  
Diluted Earnings Per Share     2.45     1.84     1.41     n.m.     n.m.  
Return on Average Assets     1.59 %   1.32 %   1.21 %   n.m.     n.m.  
Return on Average Equity     16.61     11.11     8.32     n.m.     n.m.  
Efficiency Ratio     59.51     62.13     63.36     n.m.     n.m.  

Non-Financial Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Common Shareholders of Record at Year-End     9,561     10,550     10,937     8,438     9,899  
Basic Weighted Average Shares     58,338,566     69,385,745     78,977,011     79,551,296     80,298,725  
Diluted Weighted Average Shares     61,085,567     71,447,333     80,577,763     79,813,443     81,044,558  

1
Comparison between years is affected by divestitures that occurred in 2001.

2
Table 7 in Item 7, provides a reconciliation of these non-GAAP disclosures and is incorporated by reference in this Item.


n.m.—not meaningful.

8



Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements concerning, among other things, the economic environment in the Company's service area, the expected level of loan loss provisioning, anticipated savings of our systems replacement project, the effect of our new three-year plan, and anticipated dividends, revenues and expenses during 2004 and beyond. The Company believes the assumptions underlying its forward-looking statements are reasonable. However, any of the assumptions 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) unanticipated changes in business and economic conditions, the competitive environment, fiscal and monetary policies, or legislation in Hawaii and the other markets the Company serves; 2) changes in the Company's credit quality or risk profile which may increase or decrease the required level of allowance for loan and lease losses; 3) changes in market interest rates that may affect the Company's credit markets and ability to maintain its net interest margin; 4) changes to the amount and timing of the Company's anticipated equity repurchases; 5) inability to achieve expected benefits of the Company's business process changes due to adverse changes in implementation processes or costs, operational savings, or timing; 6) real or threatened acts of war or terrorist activity affecting business conditions; and 7) adverse weather and other natural conditions impacting the Company and its customers' operations. 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 any obligation to update forward-looking statements to reflect later events or circumstances.

Critical Accounting Policies

The Company's Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the financial services industry it operates. The most significant accounting policies followed by the Company are presented in Note 1 to the Consolidated Financial Statements, which is incorporated by reference in this Item. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements. Critical accounting estimates are defined as those that require assumptions to be made that are "highly uncertain" at the time the estimate was made and where the impact of the selection of the estimate or a change in the estimate from period to period would have a material impact on the financial statements. Based on the potential impact to the financial statements of the valuation methods, estimates, assumptions and judgments used, management identified the determination of the Allowance for Loan and Lease Losses (the "Allowance"), the valuation of mortgage servicing rights and the valuation of leased asset residuals to be the accounting estimates that are the most subjective and/or judgmental.

Allowance for Loan and Lease Losses

The Company maintains an Allowance in an amount adequate to cover management's estimate of probable credit losses based on analyses of historical loss experience supplemented by judgmental expectations of the impact of economic conditions as of a given balance sheet date. The determination of the amount of the Allowance is a critical accounting estimate as it requires the use of estimates and significant judgment related to the amount and timing of expected future cash flows on impaired loans, estimated loss rates on homogenous portfolios and deliberation on economic factors and trends. It is possible that the Allowance could have been reduced or increased if the Company had judged economic conditions and other factors and risks to be more or less favorable. See further discussion on Allowance in "Corporate Risk Profile—Allowance for Loan and Lease Losses."

9



Mortgage Servicing Rights Valuation

When mortgage loans are sold with servicing retained, a servicing asset is established and accounted for based on estimated fair values. Such values are determined using discounted cash flow modeling techniques, which require management to make estimates and assumptions regarding the amount and timing of expected future cash flows, loan repayment rates, costs to service and interest rates that contemplate the risk involved. Because the value of these assets is sensitive to changes in the estimates and assumptions made, the valuation of mortgage servicing rights is considered a critical accounting estimate. Had the Company assumed that interest rates would decrease and prepayment rates remain at record high levels, then the value of the mortgage servicing rights could have been lower. Note 6 to the Consolidated Financial Statements, which includes further discussion on the accounting for these assets and a sensitivity analysis, is incorporated by reference in this Item.

Residual Valuation of Leased Assets

Lease financing receivables include a residual value component, which represents the estimated value of leased assets upon lease expirations. The valuation of leased assets is considered a critical accounting estimate due to the subjectivity surrounding the future valuation. The determination of expected value at lease termination is derived from a variety of sources, including equipment valuation services, appraisals and publicly available market data on recent sales transactions on similar equipment. The length of time until termination and the cyclical nature of equipment values are important variables considered in making this determination. Residual values could have been lower, therefore reducing the value of the recorded leases, if the Company had assumed that current uncertainties in the airline industry would continue indefinitely or that there will be a greater incidence of airlines using the bankruptcy process to lower aircraft lease rates or eliminate unused aircraft. These values could also affect the level of the Allowance. Note 5 to the Consolidated Financial Statements includes further discussion on the accounting for these assets and is incorporated by reference in this Item.

Overview

The end of 2003 marked the successful completion of the Company's 2001-2003 strategic plan. The objectives of this plan were to: improve credit risk management; intelligently allocate capital resources; solidify performance in core markets; improve customer service; increase financial returns; and maintain a strong capital position. The Company undertook several initiatives in an effort to meet these objectives, the most significant of which were: (1) the credit risk management process was strengthened and the quality of the Company's credit portfolios was improved; (2) underperforming businesses, including banking operations in California, Asia and the South Pacific, were divested in 2001; (3) the Information Technology Systems Replacement Project ("Systems Replacement Project") was completed in 2003 and has resulted in lower operating costs, an integrated technology platform and improved customer service; and (4) a share repurchase program, which began in July 2001 returned excess capital to the shareholders. Each of these initiatives is further discussed in the following sections of this report.

Net income for 2003 was $135.2 million, or $2.21 per diluted share, compared to $121.2 million, or $1.70 per diluted share, in 2002. For the year, the net interest margin increased 24 basis points to 4.23%, largely due to improvements in the mix of deposit liabilities and a lower cost of funds. The Company did not recognize a provision for loan and lease losses in 2003. Non-interest income for 2003 of $198.7 million increased slightly from 2002; however the individual components changed as fee and insurance income improved while the low interest rate environment and stock market performance led to a decline in mortgage banking income and income from trust and asset management, respectively. Non-interest expenses for 2003 decreased 3% to $357.9 million from $369.2 million in 2002. Excluding the costs of the Systems Replacement Project, the Company achieved a 6% reduction in non-interest expenses in 2003 from 2002.

10



Analysis of Statement of Income

Comparisons between 2002 and 2001 may not be meaningful due to the divestiture of businesses in 2001. Certain 2002 and 2001 information has been reclassified to conform to 2003 presentation.

Net Interest Income

Net interest income on a taxable equivalent basis decreased by $4.4 million or 1% from 2002. The decrease in net interest income was primarily a result of the lower interest rate environment, in particular the low interest rates earned on mortgage loans and short-term investments which were at the lowest levels in several decades. The lower level of interest income was partially offset by a reduction in interest expense, including a reduction in interest paid on deposits, which declined by 44% in spite of a 5% increase in average interest bearing deposits, and interest paid on short and long-term borrowings, which decreased due to a reduction in the borrowings.

Average interest earning assets in 2003 decreased $617.2 million, or 7%, from 2002 primarily due to an $872.7 million decrease in Interest Bearing Deposits which was used for stock repurchases and debt reductions. Average interest bearing liabilities in 2003 decreased $536.3 million or 8% from 2002 mainly due to reductions in short-term borrowings and long-term debt.

The net interest margin was 4.23% in 2003, a 24 basis point increase from 3.99% in 2002. The improvement was attributable to extending the maturities of certain short-term investments and reductions in time deposits, short-term borrowings and debt, all of which lowered the Company's cost of funds.

Average balances, related income and expenses, and resulting yields and rates are presented in Table 1. An analysis of changes in net interest income is presented in Table 2.

11



Table 1
Consolidated Average Balances and Interest Rates—Taxable Equivalent Basis

 
  2003
  20021
  20011
 
 
  Average
Balance

  Income/
Expense

  Yield/
Rate

  Average
Balance

  Income/
Expense

  Yield/
Rate

  Average
Balance

  Income/
Expense

  Yield/
Rate

 
 
  (dollars in millions)

 
Earning Assets                                                  
Interest Bearing Deposits   $ 227.3   $ 4.8   2.12 % $ 1,100.0   $ 20.0   1.82 % $ 733.4   $ 27.6   3.76 %
Funds Sold and Security Resale Agreements     162.9     1.9   1.18     213.8     3.5   1.64     136.8     5.0   3.63  
Investment Securities                                                  
  Held to Maturity     488.0     19.1   3.92     311.7     17.0   5.47     525.6     33.8   6.42  
  Available for Sale     2,142.4     77.8   3.63     2,028.9     104.3   5.14     2,242.3     137.3   6.12  
Loans Held for Sale     39.5     2.2   5.48     120.2     8.0   6.65     312.2     21.4   6.86  
Loans and Lease Financing2                                                  
  Domestic                                                  
    Commercial and Industrial     860.3     41.9   4.87     1,024.1     52.0   5.08     1,761.6     129.7   7.36  
    Construction     96.3     4.4   4.56     151.5     8.3   5.45     240.5     18.5   7.71  
    Commercial Mortgage     644.8     37.4   5.81     598.7     40.0   6.68     843.5     64.0   7.59  
    Residential Mortgage     2,295.0     145.6   6.34     2,334.4     164.3   7.04     2,526.0     194.0   7.68  
    Installment     548.8     52.6   9.59     408.3     45.1   11.05     515.2     64.9   12.60  
    Home Equity     444.6     22.5   5.05     393.4     22.9   5.81     293.9     25.1   8.53  
    Purchased Home Equity     144.7     5.9   4.10     2.5                  
    Lease Financing     489.9     22.3   4.55     498.4     25.8   5.17     525.6     29.3   5.57  
   
 
 
 
 
 
 
 
 
 
    Total Domestic Loans     5,524.4     332.6   6.02     5,411.3     358.4   6.62     6,706.3     525.5   7.84  
  Foreign                         1,026.4     72.5   7.07  
   
 
 
 
 
 
 
 
 
 
Total Loans and Lease Financing     5,524.4     332.6   6.02     5,411.3     358.4   6.62     7,732.7     598.0   7.73  
Other     75.7     4.3   5.61     91.5     5.6   6.14     79.6     5.4   6.72  
   
 
 
 
 
 
 
 
 
 
Total Earning Assets3     8,660.2     442.7   5.11     9,277.4     516.8   5.57     11,762.6     828.5   7.04  
Cash and Non-Interest Bearing Deposits     328.4               313.2               376.6            
Other Assets     388.9               370.6               554.5            
   
           
           
           
Total Assets   $ 9,377.5             $ 9,961.2             $ 12,693.7            
   
           
           
           

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Interest Bearing Deposits                                                  
  Domestic Deposits                                                  
    Demand   $ 1,215.7     2.5   0.20   $ 1,014.7     4.3   0.42   $ 827.5     8.6   1.04  
    Savings     2,723.9     15.7   0.58     2,263.4     29.4   1.30     1,847.2     42.0   2.27  
    Time     1,352.3     29.3   2.17     1,765.5     50.6   2.87     2,506.7     129.6   5.17  
   
 
 
 
 
 
 
 
 
 
    Total Domestic Deposits     5,291.9     47.5   0.90     5,043.6     84.3   1.67     5,181.4     180.2   3.48  
  Foreign Deposits                                                  
    Time Due to Banks                         351.3     14.5   4.13  
    Other Time and Savings                         648.2     22.6   3.49  
   
 
 
 
 
 
 
 
 
 
    Total Foreign Deposits                         999.5     37.1   3.71  
   
 
 
 
 
 
 
 
 
 
Total Interest Bearing Deposits     5,291.9     47.5   0.90     5,043.6     84.3   1.67     6,180.9     217.3   3.52  
Short-Term Borrowings     724.2     9.0   1.24     1,390.2     32.7   2.35     2,105.6     97.4   4.63  
Long-Term Debt     352.7     20.1   5.71     471.3     29.3   6.21     800.5     53.9   6.73  
   
 
 
 
 
 
 
 
 
 
Total Interest Bearing Liabilities     6,368.8     76.6   1.20     6,905.1     146.3   2.12     9,087.0     368.6   4.06  
   
 
 
 
 
 
 
 
 
 
Net Interest Income         $ 366.1             $ 370.5             $ 459.9      
         
           
           
     
  Interest Rate Spread               3.91 %             3.45 %             2.98 %
  Net Interest Margin               4.23 %             3.99 %             3.91 %
Non-Interest Bearing Demand Deposits                                                  
  Domestic     1,753.9               1,556.3               1,539.8            
  Foreign                                 346.0            
   
           
           
           
Total Non-Interest Bearing Demand Deposits     1,753.9               1,556.3               1,885.8            
Other Liabilities     354.7               316.3               376.8            
Shareholders' Equity     900.1               1,183.5               1,344.1            
   
           
           
           
Total Liabilities and Shareholders' Equity   $ 9,377.5             $ 9,961.2             $ 12,693.7            
   
           
           
           

1
Certain 2002 and 2001 information has been reclassified to conform to 2003 presentation.

2
Non-performing loans are included in the respective average loan balances. Income, if any, on such loans is recognized on a cash basis.

3
Interest income includes taxable-equivalent basis adjustment based upon a statutory federal tax rate of 35%.

12


Table 2
Analysis of Changes in Net Interest Income—Tax Equivalent Basis

 
  Year Ended December 31,
2003 Compared to 20022

  Year Ended December 31,
2002 Compared to 20012

 
 
  Volume1
  Rate1
  Total
  Volume1
  Rate1
  Total
 
 
  (dollars in millions)

 
Change in Interest Income:                                      
Interest Bearing Deposits   $ (18.0 ) $ 2.8   $ (15.2 ) $ 10.3   $ (17.9 ) $ (7.6 )
Funds Sold and Security Resale Agreements     (0.7 )   (0.9 )   (1.6 )   2.0     (3.5 )   (1.5 )
Investment Securities                                      
  Held to Maturity     7.8     (5.7 )   2.1     (12.3 )   (4.5 )   (16.8 )
  Available for Sale     5.6     (32.1 )   (26.5 )   (12.3 )   (20.7 )   (33.0 )
Loans Held for Sale     (4.6 )   (1.2 )   (5.8 )   (12.8 )   (0.6 )   (13.4 )
Loans and Lease Financing                                      
  Domestic                                      
    Commercial and Industrial     (8.0 )   (2.1 )   (10.1 )   (44.7 )   (33.0 )   (77.7 )
    Construction     (2.7 )   (1.2 )   (3.9 )   (5.7 )   (4.5 )   (10.2 )
    Commercial Mortgage     2.8     (5.4 )   (2.6 )   (17.1 )   (6.9 )   (24.0 )
    Residential Mortgage     (2.7 )   (16.0 )   (18.7 )   (14.2 )   (15.5 )   (29.7 )
    Installment     14.0     (6.5 )   7.5     (12.4 )   (7.4 )   (19.8 )
    Home Equity     2.8     (3.2 )   (0.4 )   7.1     (9.3 )   (2.2 )
    Purchased Home Equity     0.1     5.8     5.9              
    Lease Financing     (0.4 )   (3.1 )   (3.5 )   (1.4 )   (2.1 )   (3.5 )
   
 
 
 
 
 
 
  Total Domestic     5.9     (31.7 )   (25.8 )   (88.4 )   (78.7 )   (167.1 )
  Foreign                 (36.2 )   (36.3 )   (72.5 )
   
 
 
 
 
 
 
Total Loans and Lease Financing     5.9     (31.7 )   (25.8 )   (124.6 )   (115.0 )   (239.6 )
Other     (0.9 )   (0.4 )   (1.3 )   0.8     (0.6 )   0.2  
   
 
 
 
 
 
 
Total Change in Interest Income     (4.9 )   (69.2 )   (74.1 )   (148.9 )   (162.8 )   (311.7 )
   
 
 
 
 
 
 
Change in Interest Expense:                                      
Interest Bearing Deposits                                      
  Domestic Deposits                                      
    Demand     0.7     (2.5 )   (1.8 )   1.6     (5.9 )   (4.3 )
    Savings     5.1     (18.8 )   (13.7 )   8.0     (20.6 )   (12.6 )
    Time     (10.4 )   (10.9 )   (21.3 )   (31.5 )   (47.5 )   (79.0 )
   
 
 
 
 
 
 
  Total Domestic Deposits     (4.6 )   (32.2 )   (36.8 )   (21.9 )   (74.0 )   (95.9 )
  Foreign Deposits                 (18.6 )   (18.5 )   (37.1 )
   
 
 
 
 
 
 
Total Interest Bearing Deposits     (4.6 )   (32.2 )   (36.8 )   (40.5 )   (92.5 )   (133.0 )
Short-Term Borrowings     (11.9 )   (11.8 )   (23.7 )   (26.4 )   (38.3 )   (64.7 )
Long-Term Debt     (6.9 )   (2.3 )   (9.2 )   (20.7 )   (3.9 )   (24.6 )
   
 
 
 
 
 
 
Total Change in Interest Expense     (23.4 )   (46.3 )   (69.7 )   (87.6 )   (134.7 )   (222.3 )
   
 
 
 
 
 
 
Change in Net Interest Income   $ 18.5   $ (22.9 ) $ (4.4 ) $ (61.3 ) $ (28.1 ) $ (89.4 )
   
 
 
 
 
 
 

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

2
Adjusted to reflect the reclassification of certain average balances, interest income and interest expense.

13


Provision for Loan and Lease Losses

Because of continued improvements in nearly all indicators of the Company's credit quality, and management's assessment of economic conditions and risks, no Provision for Loan and Lease Losses ("Provision") was recognized in 2003. A Provision of $11.6 million was recognized in the first six months of 2002.

Based on current conditions, the Company does not expect to record a Provision in 2004. However, the actual amount of the Provision depends on determinations of credit risk that are made near the end of each quarter.

Non-Interest Income

Total non-interest income in 2003 was relatively unchanged from 2002; however, the components of non-interest income changed. Service charges, fees and insurance income increased in 2003, while trust and asset management fees and mortgage banking income declined.

Table 3 presents the major components of non-interest income.

Table 3
Non-Interest Income

 
  Year Ended December 31,
   
 
 
  Percent Change
2002 to 2003

 
 
  2003
  2002
  2001
 
 
  (dollars in millions)

 
Trust and Asset Management   $ 51.0   $ 55.7   $ 59.9   (8 )%
Mortgage Banking     15.6     18.9     20.1   (17 )
Service Charges on Deposit Accounts     35.9     32.6     38.5   10  
Fees, Exchange, and Other Service Charges     56.2     51.6     77.8   9  
Gains on Sales of Banking Operations, Net of Venture Investment Losses             173.4    
Investment Securities Gains     1.8     0.6     33.0   200  
Insurance     13.7     10.9     9.3   26  
Other Income:                        
  Annuity and Brokerage     8.4     10.8     10.8   (22 )
  Income from Bank Owned Life Insurance     7.3     4.4     4.1   66  
  Other     8.8     12.8     21.9   (31 )
   
 
 
 
 
    Total Other Income     24.5     28.0     36.8   (13 )
   
 
 
 
 
Total Non-Interest Income   $ 198.7   $ 198.3   $ 448.8   %
   
 
 
 
 

Trust and Asset Management income declined in 2003 from 2002 due primarily to a decline in the market value of assets under management and lower investment advisory fees on money market assets due to declining short-term interest rates. Although the stock market experienced some recovery in 2003, the S&P 500 Index, a leading market indicator, did not recover to the peak levels of early 2002.

During 2003, mortgage interest rates declined to near record lows. As a result, mortgage loan activity was strong with high levels of loan originations, but also high levels of loan prepayments. Because production was 75% higher in 2003 than in 2002, sales of newly originated loans and related gains increased 86% in 2003. Net servicing income declined 371% in 2003 compared to 2002 due to increased amortization of mortgage servicing rights resulting from the high level of prepayments. In addition, a $4.4 million market value gain was recognized in 2002, reversing a December 31, 2001 valuation loss in loans held for sale.

Service Charges on Deposit Accounts increased from the prior year, primarily due to a 16% increase in average demand deposits. In addition, overdraft fees increased from a new fee structure implemented in late 2002. Account analysis fees increased as a result of customers receiving lower offsetting earnings credits in the lower interest rate environment.

14


Fees, Exchange and Other Service Charges increased from 2002, mainly due to a $3.0 million prepayment fee on a commercial real estate loan in 2003. Also contributing to the increase were merchant transaction and card fees, a result of increased merchant sales volumes, and home equity and consumer loan fees from 2003 marketing campaigns.

The increase in insurance income was mainly due to new business, favorable retention rates, increased premiums and experience adjustments.

Annuity and Brokerage income declined in 2003 due to the overall decline in the industry attributable to the low interest rate environment and uncertainty surrounding the stock market. Income from Bank Owned Life Insurance increased in 2003 due to additional policies of approximately $40 million that were purchased at the end of 2002. Other income decreased mainly due to the write-off of venture investments of $0.9 million in 2003 compared to a $0.8 million gain in 2002. The 2003 decline was also a result of 2002 gains on debt repurchases, and an adjustment to the gain on the South Pacific sale. These declines were partially offset by a gain on sale of leased equipment in 2003. In 2001, net pre-tax gains of $173.4 million were recognized relating to the divestitures of non-strategic businesses. Table 4 presents the details of these gains and losses:

Table 4

 
  Amount
 
 
  (dollars in millions)

 
Credit Card Portfolio   $ 75.4  
Pacific Century Bank, N.A.—Arizona     24.8  
Pacific Century Bank, N.A.—California     49.4  
South Pacific Operations     33.6  
Venture Investment Losses     (9.8 )
   
 
Total 2001 Pre-tax Gains on Sales of Banking Operations, Net of Venture Investment Losses   $ 173.4  
   
 

Also in 2001, gains on investment securities included $28.4 million from the sale of a stock investment in an ATM processor, Star Systems, Inc., and $3.7 million from the sale of Bank of Queensland stock.

Non-Interest Expense

The decline in overall non-interest expense in 2003 compared to 2002 was largely attributable to benefits of the Systems Replacement Project. This project resulted in decreased salaries, depreciation, equipment maintenance and software license fees.

Table 5 shows the major components of non-interest expense.

15


Table 5
Non-Interest Expense

 
  Year Ended December 31,
   
 
 
  Percent Change
2002 to 2003

 
 
  2003
  2002
  2001
 
 
  (dollars in millions)

   
 
Salaries and Benefits:                        
  Salaries   $ 114.4   $ 123.6   $ 155.3   (7 )%
  Incentive Compensation     15.7     12.9     17.6   22  
  Stock Based Compensation     9.2     4.6     3.4   100  
  Commission Expense     10.8     9.1     9.8   19  
  Retirement and Other Benefits     14.4     14.1     25.5   2  
  Payroll Taxes     10.4     10.9     10.9   (5 )
  Medical, Dental and Life Insurance     7.4     8.0     8.6   (8 )
  Separation Expense     4.0     3.4     9.7   18  
   
 
 
 
 
    Total Salaries and Benefits     186.3     186.6     240.8    
Net Occupancy Expense     39.0     39.1     46.3    
Net Equipment Expense     33.6     41.3     53.4   (19 )
Goodwill Amortization             13.3    
Restructuring and Other Related Costs         2.4     104.8   (100 )
Information Technology Systems Replacement Project     21.9     13.6       61  
Other Expense:                        
  Professional Services     15.0     19.7     25.4   (24 )
  Delivery and Postage Services     10.0     10.6     12.1   (6 )
  Other     52.1     55.9     98.0   (7 )
   
 
 
 
 
    Total Other Expense     77.1     86.2     135.5   (11 )
   
 
 
 
 
Total Non-Interest Expense   $ 357.9   $ 369.2   $ 594.1   (3 )%
   
 
 
 
 

Total salaries and benefits in 2003 were relatively unchanged from 2002, although base salaries declined $9.2 million, or 7%. Largely offsetting the decline in base salaries were increases in incentive compensation and stock based compensation, which increased by $2.8 million and $4.6 million, respectively. Incentive compensation increased over the prior year due to the achievement of performance goals in several lines of business and the improvement in the Company's overall performance. The increase in stock based compensation was primarily due to additional restricted stock grants in 2003 and the accelerated vesting of grants due to the achievement of targeted Company performance goals. Total expense related to restricted stock increased $2.1 million over 2002's level. In addition, restricted stock units were awarded in 2003, resulting in $2.6 million expense.

The decline in salaries, net occupancy and net equipment expense in 2002 from 2001 was primarily due to the divested businesses. In addition, in 2002 the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, which eliminated goodwill amortization.

In the third quarter of 2003, the Company completed its Systems Replacement Project. In 2002, the Company entered into a technology services agreement with Metavante Corporation, which now serves as the Company's primary technology systems provider. The Company converted its key systems, including loans and deposits, to Metavante's computer system. The new system enhances customer service and convenience, as well as improves the Company's efficiency. This seven year outsourcing arrangement is similar to those used by other Hawaii banks. The conversion is expected to provide annual cost savings of

16



approximately $17.0 million compared to 2002 second quarter expense levels. The following table presents the costs incurred on the Systems Replacement Project.

Table 6

 
  Professional Fees
  Employee
Termination
Benefits

  Accelerated
Depreciation

  Other
Associated
Costs1

  Total
 
  (dollars in millions)

Costs Incurred                              
  2003   $ 7.8   $ 3.7   $ 3.9   $ 6.5   $ 21.9
  2002     5.1     1.2     5.4     1.9     13.6
   
 
 
 
 
Total Project Costs   $ 12.9   $ 4.9   $ 9.3   $ 8.4   $ 35.5
   
 
 
 
 

1
Includes contract termination, equipment, excise tax and other costs.

In 2002, restructuring and other related costs were mainly employee and lease termination costs related to the closure of branches in the Pacific Islands and the completion of the 2001 divestitures. In 2001, restructuring and other related costs were comprised primarily of foreign currency translation losses, the write-down of goodwill related to the sale of banking operations, and employee termination costs. The employee termination costs in 2001 related largely to severance for employees of the divested operations and the Hawaii-based personnel who supported those businesses. See Note 3 to the Consolidated Financial Statements, which is incorporated by reference in this Item for additional information.

The decrease in professional fees was mainly due to a decline in legal fees and consulting services for the System Replacement Project, a new payroll system, and compensation plans. The Company also experienced declines in education and advertising expenses and recognized a gain on transfer of an affinity mileage program. In addition, a $2.5 million gain on the sale of foreclosed real estate reduced these expenses in 2003.

Income Taxes

The 2003 provision for income taxes reflected an effective tax rate of 34.6%, compared to effective rates of 35.4% and 50.9% in 2002 and 2001, respectively. The unusually high rate in 2001 was a result of a higher level of non-tax-deductible costs associated with the divestitures, the most significant of which was $83.6 million of goodwill associated with the Company's California subsidiary bank.

Operating Results and Performance Ratios excluding Divested Businesses, Systems Replacement Project, Restructuring and Goodwill

The Company completed its Systems Replacement Project in 2003 and its divestitures in 2002. To enhance comparability between years, Table 7 presents pro-forma financial results excluding costs for the Systems Replacement Project, restructuring, goodwill amortization, income from divested business and gains on sales:

17


Table 7

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (dollars in thousands except per share amounts)

 
Net Income, as reported   $ 135,195   $ 121,180   $ 117,795  
Deduct:                    
  Divested Business Income and Gains on Sales, net of tax             78,351  
Add:                    
  Information Technology Systems Replacement Project, net of tax     14,299     8,798      
  Restructuring and Other Related Costs, net of tax         1,526     60,781  
  Goodwill Amortization             13,342  
   
 
 
 
Net Income excluding Divested Businesses, Systems Replacement Project, Restructuring and Goodwill   $ 149,494   $ 131,504   $ 113,567  
   
 
 
 
Diluted Earnings Per Share   $ 2.45   $ 1.84   $ 1.41  
Return on Average Assets     1.59 %   1.32 %   1.21 %
Return on Average Equity     16.61 %   11.11 %   8.32 %
Efficiency Ratio     59.51 %   62.13 %   63.36 %

Business Segments

The Company's business segments are defined as Retail Banking, Commercial Banking, Investment Services Group and Treasury and Other Corporate. The management accounting process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. This process uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of overhead, the Provision and capital. This process is dynamic and requires certain allocations based on judgment and subjective factors. Unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting that is equivalent to accounting principles generally accepted in the United States. Results for prior periods have been reclassified to facilitate comparability with the 2003 presentation.

The business segments are primarily managed with a focus on performance measures, including risk adjusted return on capital ("RAROC") and net income after capital charge ("NIACC"). RAROC is the ratio of net income to risk-adjusted equity. Equity is allocated to each business segment based on an assessment of its inherent risk. NIACC is net income less a charge for allocated capital. The cost of capital is determined by multiplying management's estimate of the shareholder's minimum required rate of return on capital invested (currently 11%) by the segment's allocated equity. The Company assumes a cost of capital that is equal to a risk-free rate plus a risk premium of an equity investment in the Company. 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 which are subject to change based on changes in current interest rate and market conditions. The Provision charged to the Treasury and Other Corporate segment represents changes in the level of the Allowance. The Provision recorded in the Retail Banking, Commercial Banking and Investment Services Group segments represents actual net charge-offs of these segments.

18


On a consolidated basis, the Company considers NIACC a measure of value creation. For the year ended December 31, 2003, consolidated NIACC was a positive $20.7 million, compared to a negative NIACC of $18.5 million in 2002, a result of improved financial performance and more efficient use of capital.

Financial results for each of the segments are presented in Table 8 and Note 18 of the Consolidated Financial Statements, which is incorporated by reference in this Item.

The following table summarizes NIACC and RAROC results for the Company's business segments:

Table 8
Business Segment Selected Financial Information

 
  Retail
Banking

  Commercial
Banking

  Investment
Services
Group

  Treasury
and Other
Corporate

  Divestiture
Businesses

  Corporate
Restructuring
Related
Activities

  Consolidated
Total

 
 
  (dollars in thousands)

 
Year Ended December 31, 2003                                            
Allocated Net Income   $ 72,608   $ 49,971   $ 6,382   $ 6,234   $   $   $ 135,195  
Allowance Funding Value     (595 )   (3,987 )   (32 )   4,614              
GAAP Provision     6,909     8,415     (5 )   (15,319 )            
Economic Provision     (11,932 )   (12,095 )   (457 )   (25 )           (24,509 )
Tax Effect of Adjustments     2,093     2,848     186     3,941             9,068  
   
 
 
 
 
 
 
 
Income (Loss) Before Capital Charge     69,083     45,152     6,074     (555 )           119,754  
Capital Charge     (21,980 )   (21,606 )   (6,051 )   (49,404 )           (99,041 )
   
 
 
 
 
 
 
 
Net Income (Loss) After Capital Charge (NIACC)   $ 47,103   $ 23,546   $ 23   $ (49,959 ) $   $   $ 20,713  
   
 
 
 
 
 
 
 
RAROC (ROE for the Company)     35%     23%     11%     0%             15%  
   
 
 
 
 
 
 
 

Year Ended December 31, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Allocated Net Income (Loss)   $ 65,940   $ 34,334   $ 9,438   $ 12,958   $   $ (1,490 ) $ 121,180  
Allowance Funding Value     (835 )   (6,035 )   (28 )   6,898              
GAAP Provision     4,061     24,902     75     (17,422 )           11,616  
Economic Provision     (11,754 )   (14,383 )   (499 )   (17 )           (26,653 )
Tax Effect of Adjustments     3,155     (1,659 )   167     3,901             5,564  
   
 
 
 
 
 
 
 
Income (Loss) Before Capital Charge     60,567     37,159     9,153     6,318         (1,490 )   111,707  
Capital Charge     (21,125 )   (24,229 )   (6,110 )   (78,634 )       (143 )   (130,241 )
   
 
 
 
 
 
 
 
Net Income (Loss) After Capital Charge (NIACC)   $ 39,442   $ 12,930   $ 3,043   $ (72,316 ) $   $ (1,633 ) $ (18,534 )
   
 
 
 
 
 
 
 
RAROC (ROE for the Company)     32%     17%     16%     8%         n.m.     10%  
   
 
 
 
 
 
 
 

Year Ended December 31, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Allocated Net Income   $ 40,850   $ 33,950   $ 7,241   $ 20,967   $ 10,106   $ 4,681   $ 117,795  
Goodwill     1,281     299     3,154         8,608         13,342  
Allowance Funding Value     (752 )   (5,165 )   (48 )   8,084     (2,119 )        
GAAP Provision     9,619     29,804         (1,800 )       36,716     74,339  
Economic Provision     (10,712 )   (18,948 )   (1,081 )   (14,492 )   (25,435 )       (70,668 )
Tax Effect of Adjustments     220     (2,347 )   (790 )   3,202     7,399     (14,323 )   (6,639 )
   
 
 
 
 
 
 
 
Income (Loss) Before Capital Charge     40,506     37,593     8,476     15,961     (1,441 )   27,074     128,169  
Capital Charge     (21,658 )   (31,080 )   (6,703 )   (53,882 )   (34,528 )       (147,851 )
   
 
 
 
 
 
 
 
Net Income (Loss) After Capital Charge (NIACC)   $ 18,848   $ 6,513   $ 1,773   $ (37,921 ) $ (35,969 ) $ 27,074   $ (19,682 )
   
 
 
 
 
 
 
 
RAROC (ROE for the Company)     21%     13%     14%     12%     —%     n.m.     9%  
   
 
 
 
 
 
 
 

n.m.—not meaningful.

19


Retail Banking

The Company's 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 74 Hawaii branch locations and over 500 ATMs, e-Bankoh (on-line banking service), and a 24-hour telephone banking service.

The improvement in the segment's financial measures in 2003 as compared to 2002 was primarily due to an increase in net interest income and non-interest income, as well as a decrease in non-interest expense and Systems Replacement Project costs. These positive trends were partially offset by an increase in the Provision in 2003. The increase in net interest income for the segment was reflective of higher average loan balances, largely a result of strong growth in the segment's automobile, direct personal, small business and home equity portfolios, augmented by a purchase of home equity loans in December 2002. Also contributing to the increase in net interest income was lower interest expense on deposit accounts, reflective of the lower interest rate environment in 2003. The increase in non-interest income was primarily due to an increase in fees and service charges on deposit accounts. The decrease in non-interest expense was primarily due to reductions in technology support, depreciation and advertising costs. The increase in the Provision in 2003 was primarily due to increased charge-offs in the segment's growing automobile, direct personal and small business loan portfolios.

The improvement in the segment's financial measures in 2002 as compared to 2001 was primarily due to an increase in net interest income as well as a decrease in non-interest expense and the Provision. The increase in net interest income was primarily due to the declining interest rate environment in 2002, which resulted in a reduction of interest expense on deposit accounts. Non-interest expense decreased primarily due to reductions in technology spending, incentive compensation and marketing costs. Also contributing to the decrease in non-interest expense in 2002 was improved efficiency in the deployment of staffing models in the branch network. These positive trends were partially offset by the recording of Systems Replacement Project costs in 2002.

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 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 unit also serves customers through its 14 branches in the Pacific Islands. As part of the initiatives for improving efficiency, the representative office in Tokyo was closed in 2003.

The improvement in the segment's financial measures for 2003 compared to 2002 was a result of decreases in the Provision and non-interest expense and an increase in non-interest income, moderately offset by lower net interest income. The increase in non-interest income is attributed to an increase in prepayment fees on commercial real estate loans, insurance income and other fees. The decline in the Provision is a result of improved credit quality of the loan portfolio. The decline in non-interest expense was due to cost management initiatives that reduced staffing levels and other direct expenses as well as the realization of benefits from the System Replacement Project, and reduced allocated expenses from support units within the Company.

The improvement in these financial measures for 2002 compared with 2001 was primarily due to an increase in other non-interest income as well as decreases to non-interest expense and the Provision. These improvements were partially offset by a decrease in net interest income. Net interest income in 2002

20



declined from 2001 due to the low interest rate environment during 2002 and a decrease in commercial loan balances. The decrease in commercial loan balances was in line with the Company's overall initiative to improve credit quality. The increase in other non-interest income was primarily due to foreign exchange income; prepayment, renegotiation and secondary marketing transaction income from the Commercial Real Estate unit; service charges on deposit accounts from commercial customers on analyzed checking accounts; and gains on disposal of leased assets and other lease financing arrangements. The reduction in the Provision reflected the improvement in the credit quality of the commercial loan portfolio. Total non-interest expense declined in 2002 from 2001 due to decreases in salaries, benefits and product and business development expenses.

Investment Services Group

The Investment Services Group includes private banking, trust services, asset management, institutional investment advice and retail brokerage. 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 expertise 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. Also included in the segment is Bankoh Investment Services, Inc., a full service brokerage offering equities, mutual funds, life insurance and annuities.

The decline in the segment's financial measures for 2003 as compared to 2002 was primarily due to a decrease in non-interest income. Non-interest bearing deposit balances decreased, resulting in a decline in net interest income. The decline in non-interest income was due primarily to a decrease in trust and asset management fee income which resulted from declines in the value of assets under management and from decreased sales and fee income. The decrease in non-interest expense was mainly due to a decrease in outside service fees and commissions.

The improvement in these financial measures for 2002 compared to 2001 was primarily due to an increase in net interest income and a decrease in non-interest expense, partially offset by a decrease in non-interest income. Net interest income increased, primarily as a result of lower rates paid on deposit balances in the private client services area. Non-interest income declined from 2001 to 2002 due primarily to a decrease in trust and asset management fee income which resulted from declines in the value of assets under management as the stock market continued to decline. The decrease in non-interest expense was due to decreases in professional fees and the identification and reduction of other expenses to coincide with the reduced other non-interest income during 2002.

Treasury and Other Corporate

The primary income earning component of this segment is Treasury, which 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 net interest income) consist of interest bearing deposits, investment securities, federal funds sold and purchased, government deposits and short and long-term borrowings. The primary source of foreign exchange income relates to customer driven currency requests from merchants and island visitors. The net residual effect of transfer pricing of assets and liabilities is included in Treasury, along with eliminations of inter-company transactions.

This segment also includes divisions that provide a wide-range of support (Technology and Operations, Human Resources, Finance and Legal and Risk Management) to the other income earning segments. Expenses incurred by these support units are charged to the business segments through an internal cost allocation process. This segment also includes the System Replacement Project expenses that are not incurred by or allocated to the Retail Banking, Commercial Banking and Investment Services Group segments.

21



The improvement in the segment's financial measures in 2003 compared to 2002 was primarily due to a significant decline in the capital charge. Continued share repurchase activity has led to the reduction of excess capital thereby lowering the related charge for capital. Partially offsetting the positive impact of the reduction of excess capital was an increase in expenses for the Systems Replacement Project and other non-interest expenses not allocated to the segments. The negative amount in the Provision reflects the overall reduction in the Company's Allowance.

The charge for excess capital generated by the 2001 divestitures was the primary driver of the decrease in NIACC in 2002 compared to 2001. Additionally, non-interest expenses increased in 2002 due to systems conversion related costs and other costs not allocated to the segments. The negative amount in the Provision was due to the overall reduction in the Company's Allowance.

Divestiture Businesses and Corporate Restructuring Related Activities

The amounts reported in 2002 for these categories primarily consist of costs related to branch closures in the Pacific Islands.

For 2001, this category includes the results of the Company's strategic plan to improve credit quality and to divest underperforming businesses. It includes the impact of the sales of the divested businesses and restructuring and other related costs. It also includes losses associated with the accelerated resolution of credit problems undertaken in 2001.

Balance Sheet Analysis

Investment Securities

The Company's investment portfolio is managed in an effort to provide liquidity and interest income, offset interest rate risk positions and provide collateral for various purposes. As of December 31, 2003, the portfolio totaled $2.7 billion, compared with $2.5 billion as of December 31, 2002. The increase reflected the deployment of excess liquidity into longer term assets. Held to maturity investment securities were in an unrealized loss position at December 31, 2003. The Company believes the loss is temporary. See Note 4 to the Consolidated Financial Statements, which is incorporated by reference in this Item, for further information.

See Table 9 for the maturity distribution, market value and weighted-average yield to maturity of investment securities.

22


Table 9
Supplementary Data—Maturity Distribution, Market Value and
Weighted-Average Yield to Maturity of Investment Securities

 
  1 Year
or Less

  Weighted
Average
Yield

  After 1
Year-5
Years

  Weighted
Average
Yield

  After 5
Years-10
Years

  Weighted
Average
Yield

  Over 10
Years

  Weighted
Average
Yield

  Total
  Weighted
Average
Yield

  Approximate
Market
Value

 
  (dollars in millions)

Maturity Distribution Based on Amortized Cost                                                        
December 31, 2003                                                        
Held to Maturity Securities                                                        
  U.S. Treasury Securities   $ 15.0   0.9 % $   % $   % $   % $ 15.0   0.9 % $ 15.0
  U.S. Government Agencies     7.1   0.9                       7.1   0.9     7.1
  Obligations of States and Political Subdivisions1           0.1   9.2                 0.1   9.2     0.1
  Mortgage-Backed Securities2           0.4   7.4     0.8   8.5     703.8   4.4     705.0   4.4     698.5
   
 
 
 
 
 
 
 
 
 
 
Total Held to Maturity Securities     22.1   0.9 %   0.5   7.8 %   0.8   8.5 %   703.8   4.4 %   727.2   4.3 %   720.7
   
     
     
     
     
     
Available for Sale Securities3                                                        
  U.S. Treasury Securities       %   0.6   5.0 %   0.2   5.2 %     %   0.8   5.1 %   0.9
  U.S. Government Agencies     17.0   6.4     0.8   6.6     29.3   1.8     11.4   2.8     58.5   3.4     60.1
  Obligations of States and Political Subdivisions1     1.5   7.5     2.9   7.2     1.6   5.4           6.0   6.8     6.2
  Corporate Equity Securities     0.3   1.1                       0.3   1.1     0.3
  Mortgage-Backed Securities2           11.3   6.2     53.6   4.8     1,725.8   4.7     1,790.7   4.7     1,805.3
  Other     15.0   2.4     53.0   3.7     50.0   3.7           118.0   3.5     118.3
   
 
 
 
 
 
 
 
 
 
 
Total Available for Sale Securities     33.8   4.6 %   68.6   4.3 %   134.7   3.7 %   1,737.2   4.7 %   1,974.3   4.6 %   1,991.1
   
     
     
     
     
     
Total Investment Securities                                                        
  December 31, 2003   $ 55.9       $ 69.1       $ 135.5       $ 2,441.0       $ 2,701.5       $ 2,711.8
   
     
     
     
     
     
  December 31, 2002   $ 38.6       $ 24.8       $ 134.9       $ 2,276.1       $ 2,474.4       $ 2,523.2
   
     
     
     
     
     
  December 31, 2001   $ 29.2       $ 43.8       $ 118.0       $ 2,168.7       $ 2,359.7       $ 2,409.2
   
     
     
     
     
     

1
Weighted-average yields on obligations of states and political subdivisions are generally tax-exempt and are computed on a tax-equivalent basis using a federal income tax rate of 35%.

2
Contractual maturities do not anticipate reductions for periodic paydowns.

3
Weighted-average yields on available for sale securities are based on amortized cost.

Loans and Leases

Loans and Leases totaled $5.8 billion as of December 31, 2003 and comprise the largest category of earning assets for the Company. The 7% increase in loans in 2003 over 2002 was primarily attributable to increases in residential and commercial mortgages, home equity loans, and other consumer loans. Note 5 to the Consolidated Financial Statements, which is incorporated by reference in this Item, presents the composition of the loan portfolio by major loan categories. See the Credit Risk section for additional information.

A geographic distribution of the loan and lease portfolio as of December 31, 2003 is presented in Table 10 based on the location of borrowers.

23


Table 10
Geographic Distribution of Loan and Lease Portfolio

 
  Total
  Hawaii
  Mainland
U.S.

  Guam
  Other
Pacific
Islands

  Foreign
 
  (dollars in millions)

Commercial                                    
  Commercial and Industrial   $ 839.9   $ 668.1   $ 71.9   $ 32.7   $ 43.5   $ 23.7
  Commercial Mortgage     639.4     486.2     37.7     112.3     3.2    
  Construction     101.3     98.7     2.6            
  Lease Financing     467.5     46.5     389.0     0.5         31.5
   
 
 
 
 
 
    Total Commercial     2,048.1     1,299.5     501.2     145.5     46.7     55.2
   
 
 
 
 
 
Consumer                                    
  Residential Mortgage     2,335.5     2,103.6         214.0     2.9     15.0
  Home Equity     467.0     458.4         8.6        
  Purchased Home Equity     212.5         212.5            
  Other Consumer     658.8     518.5         110.0     30.3    
  Lease Financing     35.3     35.3                
   
 
 
 
 
 
    Total Consumer     3,709.1     3,115.8     212.5     332.6     33.2     15.0
   
 
 
 
 
 
Total Loans and Leases   $ 5,757.2   $ 4,415.3   $ 713.7   $ 478.1   $ 79.9   $ 70.2
   
 
 
 
 
 
Percentage of Total     100%     78%     12%     8%     1%     1%
   
 
 
 
 
 

Table 11
Maturities and Sensitivities of Loans to Changes in Interest Rates1

 
  December 31, 2003
 
  Due in One
Year or Less

  Due After One to
Five Years2

  Due After Five
Years2

  Total
 
  (dollars in millions)

Commercial and Industrial   $ 522.4   $ 224.0   $ 69.8   $ 816.2
Construction     22.5     63.5     15.3     101.3
   
 
 
 
  Total   $ 544.9   $ 287.5   $ 85.1   $ 917.5
   
 
 
 

1
Based on contractual maturities.

2
As of December 31, 2003, loans maturing after one year consisted of $134.4 million with floating rates and $238.2 million with fixed rates.

Deposits

Total deposits were $7.3 billion at December 31, 2003, a 6% increase over the prior year-end. Increases were experienced in demand and savings deposits while time deposits continued to decline as the Company continued to reduce these higher cost funds. See Note 8 to the Consolidated Financial Statements, which is incorporated by reference in this Item, for additional deposit information.

Borrowings

Short-term borrowings include funds purchased, securities sold under agreements to repurchase, commercial paper, and other short-term borrowings. The Company continued to reduce short-term borrowings and long-term debt in 2003. See Notes 9 and 10 to the Consolidated Financial Statements,

24



which are incorporated by reference in this Item, for more information on short-term borrowings and long-term debt.

Foreign Activities

During 2003, the Company continued to maintain U.S. dollar placements with foreign entities, as a tax efficient investment structure for short-term funds. The Company divested substantially all of its foreign operations in 2001 and closed a representative office in Japan in 2003.

The Company's foreign lending included both local currency and cross-border lending. Local currency loans are those that are funded and will be repaid in the currency of the borrower's country. Cross- border lending, on the other hand, involves loans that will be repaid in a currency other than that of the borrower's country. This type of lending involves greater risk because the borrower's ability to repay is additionally dependent on changes in the currency exchange rate. Credit limits have been established for each country. These credit limits are monitored and reviewed on a regular basis.

Table 12 presents, for the last three years, a geographic distribution of assets for which the Company has cross-border exposure exceeding 0.75% of total assets.

See Note 19 to the Consolidated Financial Statements, which is incorporated by reference in this Item, for additional information on foreign activities.

25


Table 12
Geographic Distribution of Cross-Border International Assets1

 
  Government and Other
Official Institutions

  Banks and Other
Financial Institutions2

  Commercial and
Consumer

  Total
 
  (dollars in millions)

At December 31, 2003:                        
  United Kingdom                        
    Investment Securities   $   $ 50.1   $   $ 50.1
    Deposits         50.9         50.9
    Loans and Leases             9.5     9.5
   
 
 
 
    Total United Kingdom         101.0     9.5     110.5
  All Others3                        
    Investment Securities         50.0         50.0
    Deposits         103.3         103.3
    Loans and Leases     0.2     10.0     77.1     87.3
   
 
 
 
    Total All Others     0.2     163.3     77.1     240.6
   
 
 
 
  Total   $ 0.2   $ 264.3   $ 86.6   $ 351.1
   
 
 
 
At December 31, 20024:                        
  United Kingdom   $   $ 160.8   $ 9.7   $ 170.5
  Germany         100.3     0.3     100.6
  Singapore         100.1         100.1
  Netherlands         85.3     12.7     98.0
  All Others     0.3     138.3     65.1     203.7
   
 
 
 
  Total   $ 0.3   $ 584.8   $ 87.8   $ 672.9
   
 
 
 
At December 31, 20014:                        
  United Kingdom   $   $ 248.3   $ 9.6   $ 257.9
  Netherlands         180.2     12.7     192.9
  Germany         187.7     0.5     188.2
  Singapore         140.0     0.6     140.6
  Australia         113.9     10.7     124.6
  Canada         115.6     4.3     119.9
  All Others     0.5     285.9     71.7     358.1
   
 
 
 
  Total   $ 0.5   $ 1,271.6   $ 110.1   $ 1,382.2
   
 
 
 

1
This table details by country cross-border outstandings that individually amounted to 0.75% or more of consolidated total assets. Cross-border outstandings are defined as foreign monetary assets that are payable to the Company in U.S. dollars or other non-local currencies, plus amounts payable in local currency but funded with U.S. dollars or other non-local currencies. Cross-border outstandings include loans, acceptances, interest-bearing deposits with other banks, other interest-bearing investments, and other monetary assets.

2
Includes U.S. dollar advances to foreign branches and affiliate banks which were used to fund local currency transactions. Totals for December 31, 2003, 2002 and 2001 were $0, $0 and $2.5 million respectively.

3
At December 31, 2003, the significant items comprising All Others category included cross-border outstandings of $42.3 million in Netherlands, $36.3 million in Australia, and $31.2 million in Canada.

4
Certain 2002 and 2001 information has been reclassified to conform to 2003 presentation.

26


Corporate Risk Profile

Credit Risk

Credit Risk is defined as the risk that borrowers or counter parties will not be able to repay their obligations to the Company. Credit exposures reflect legally binding commitments for loans, leases, banker's acceptances, financial and standby letters of credit and overnight overdrafts.

The Company's asset quality continued to improve in 2003 as evidenced by lower levels of internally criticized loans, non-performing assets, and a continued lower trend in the level of net charge-offs. The ratio of non-performing assets to total loans and foreclosed assets was 0.55% at December 31, 2003. As a percent of average loans, year-to-date net charge-offs were 0.25%.

In Hawaii, the economy remained strong with 2003 stable tourism, a strong real estate market, and a construction industry that is expected to continue to grow for the foreseeable future. Hawaii currently has low unemployment and positive job growth.

The Company's lower risk position relative to a year ago reflects the execution of portfolio strategy to shift to lower risk industries as well as reduce large borrower concentrations and syndicated national credits. Portfolio monitoring is an ongoing process for early identification and disengagement from deteriorating credits. In addition, overall risk in the Hawaii portfolio has been generally stable, primarily due to resiliency of the Hawaii economy. In the consumer portfolios, higher net charge-offs were due to a combination of organic growth seasoning and non-recurring charge-offs. Consumer charge-offs of $4.6 million were recognized in 2003 for the remaining balance of the portfolios of four Pacific Island branches where operations were previously discontinued.

Although the Company's credit risk profile continues to improve overall, two components, air transportation and Guam, continue to carry higher risk characteristics. Information about these components is summarized in Table 13. Risk in the air transportation industry, while recently showing less negative trends, continues to remain high as the industry struggles with elevated cost structures, growing competition from low cost carriers, potential global mergers and marketing alliances, and continued uncertainty in the geopolitical environment. The Company's exposure is generally characterized as improving based on specific borrower and industry analysis. As of December 31, 2003, 16% of the Company's total air transportation outstandings are internally classified.

In the Guam portfolio, which is materially dependent on tourism and military spending, economic uncertainty remains. The local portfolio has performed adequately despite continued economic stress. Internally classified exposure was reduced by 39% from the prior year through active disengagement while experiencing negligible loss. Targeted lending to select commercial borrowers is active, while the consumer lending business is leading portfolio growth. Within Guam's hotel industry portfolio of $17.7 million at December 31, 2003, one credit with $6.0 million in exposure, or 34% of the portfolio, was guaranteed by an offshore financial institution with limited exposure to tourism.

At December 31, 2003, the largest syndicated loan outstanding totaled $24.1 million to a prominent Hawaii based hotel operator while the second largest was $22.6 million to a Hawaii shopping center operator. The 10 largest syndicated loans outstanding totaled $138.0 million, 56% of total syndicated loans, and consisted of loans in the real estate, hospitality and television cable industries. As of December 31, 2003, one syndicated unfunded commitment, which had $6.1 million in exposure (less than 1% of total syndicated unfunded commitments), was internally classified.

The Company's other large concentrations include eight exposures larger than $25.0 million. The borrowers are major companies, most with Hawaii operations. Four, with exposures totaling $136.5 million, are collateralized by real estate and other assets, and are substantionally funded. Three of the remaining four exposures are commercial paper backup lines to investment grade companies and are undrawn. The remaining line of credit is to a local trust with an A+ rating.

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Table 13 summarizes concentrations of credit exposures.

Table 13
Selected Concentrations of Credit Exposure1

 
  December 31,
 
  2003
  2002
 
  Outstanding
  Unfunded
Commitments

  Total
Exposure

  Total
Exposure

 
  (dollars in millions)

Air Transportation                        
  Regional Passenger Carriers   $ 44.0   $ 12.5   $ 56.5   $ 57.3
  United States Based Passenger Carriers     40.0         40.0     39.6
  International Based Passenger Carriers     31.5         31.5     32.1
  Cargo Carriers     14.4         14.4     15.0
   
 
 
 
Total Air Transportation   $ 129.9   $ 12.5   $ 142.4   $ 144.0
   
 
 
 
Guam                        
  Hotels   $ 17.7   $   $ 17.7   $ 44.4
  Other Commercial     135.4     48.8     184.2     166.0
  Consumer     282.5     6.3     288.8     257.4
   
 
 
 
Total Guam   $ 435.6   $ 55.1   $ 490.7   $ 467.8
   
 
 
 
Syndicated   $ 244.5   $ 623.4   $ 867.9   $ 1,002.1
   
 
 
 
Other Large Concentrations2   $ 168.2   $ 224.2   $ 392.4   $ 603.9
   
 
 
 

1
Exposure includes loans, leverage leases and operating leases.

2
Other Large Concentrations is defined as exposure with commitments of $25 million and greater, excluding those collateralized by cash and those that are separately identified as Air Transportation, Guam and Syndicated exposures.

Non-Performing Assets

Non-performing assets ("NPAs") consist of non-accrual loans, including those held for sale and foreclosed real estate. The net decrease in NPAs in 2003 from 2002 includes $15.4 million of loans that returned to accrual status, $15.1 million of payments and pay-offs and $6.9 million of charge-offs. The decrease in non-performing assets also included a $3.8 million sale of the Company's largest parcel of foreclosed real estate in 2003. In 2003, inflows of $21.9 million slowed significantly from the prior year level of $75.9 as the economy rebounded and the Company made significant progress in the positive resolution of several borrowers. See Table 14 for a five year history of non-performing assets.

At December 31, 2003, the ratio of non-performing assets to total loans and foreclosed assets was 0.55%, a decline from 1.01% at December 31, 2002. As of December 31, 2003, 55.2% of total NPAs were concentrated in commercial loans (29.3% in commercial real estate) and 29.3% were secured by residential real estate. This compares to the prior year concentrations of 56.6% in commercial loans (38.2% in commercial real estate and construction) and 25.6% secured by residential real estate. NPAs in Guam were reduced by over 50% to $12.7 million from $25.9 million in the prior year primarily due to payments from a number of commercial borrowers. As a percent of total NPAs, Guam loans represented 40%, a decline from 48% in 2002.

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Loans Past Due 90 Days or More and Still Accruing Interest

Accruing loans past due 90 days or more totaled $3.5 million at December 31, 2003, an increase from $1.8 million at December 31, 2002. They mainly consist of residential mortgages in Guam and Other Consumer loans, reflecting growth and seasoning in the portfolio.

Table 14 presents a five-year history of non-performing assets and accruing loans past due 90 days or more.

Table 14
Non-Performing Assets and Accruing Loans Past Due 90 Days or More

 
  December 31,
 
  2003
  2002
  2001
  2000
  1999
 
  (dollars in millions)

Non-Performing Assets                              
Non-Accrual Loans                              
  Commercial                              
    Commercial and Industrial   $ 6.0   $ 5.9   $ 18.9   $ 55.4   $ 23.7
    Commercial Mortgage     9.3     20.3     16.3     60.1     19.0
    Construction         0.5     9.3     6.4     1.1
    Lease Financing     2.2     4.1     0.8     0.4     3.9
   
 
 
 
 
      Total Commercial     17.5     30.8     45.3     122.3     47.7
  Consumer                              
    Residential Mortgage     9.3     13.9     15.3     21.8     29.1
    Home Equity     0.5     0.3     0.1     0.9     0.6
    Other Consumer             0.1         0.5
   
 
 
 
 
      Total Consumer     9.8     14.2     15.5     22.7     30.2
   
 
 
 
 
      Total Domestic     27.3     45.0     60.8     145.0     77.9
  Foreign                 33.5     67.4
   
 
 
 
 
      Total Non-Accrual Loans     27.3     45.0     60.8     178.5     145.3
Non-Accrual Loans Held For Sale             1.7        
Foreclosed Real Estate                              
    Domestic     4.4     9.4     17.2     4.2     4.3
    Foreign                 0.3     0.3
   
 
 
 
 
      Total Foreclosed Real Estate     4.4     9.4     17.2     4.5     4.6
   
 
 
 
 
      Total Non-Performing Assets   $ 31.7   $ 54.4   $ 79.7   $ 183.0   $ 149.9
   
 
 
 
 
Accruing Loans Past Due 90 Days or More                              
  Commercial                              
    Commercial and Industrial   $ 0.7   $ 0.2   $ 0.1   $ 5.0   $ 5.9
    Commercial Mortgage         0.3         1.3     1.9
    Lease Financing     0.1                 1.1
   
 
 
 
 
      Total Commercial     0.8     0.5     0.1     6.3     8.9
  Consumer                              
    Residential Mortgage     1.4