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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

     
(Mark One)
   
þ
  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 0-7949

BancWest Corporation

(Exact name of registrant as specified in its charter)
     
Delaware
  99-0156159
(State of incorporation)   (I.R.S. Employer
Identification No.)
 
999 Bishop Street, Honolulu, Hawaii   96813
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (808) 525-7000

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

None

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

None
(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes o          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.     [N/ A]

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ

      The aggregate market value of the common stock held by nonaffiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $0.

      The number of shares outstanding of each of the registrant’s classes of common stock as of January 31, 2004 was:

     
Title of Class Number of Shares Outstanding


Class A Common Stock, $0.01 Par Value
  85,759,123 Shares

Documents Incorporated by Reference

Portions of the following documents are incorporated by reference in this Form 10-K:

None




Table of Contents

TABLE OF CONTENTS

             
Page

 PART I
   Business     3  
       General     3  
       Employees     5  
       Monetary Policy and Economic Conditions     5  
       Competition     5  
       Supervision and Regulation     6  
       Future Legislation     10  
       Foreign Operations     10  
       Operating Segments     10  
   Properties     10  
   Legal Proceedings     11  
   Submission of Matters to a Vote of Security Holders     11  
 PART II
   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     11  
   Selected Financial Data     12  
   Management’s Discussion and Analysis of Financial Condition and Results of Operations     14  
       Forward-Looking Statements     14  
       Overview     15  
       Critical Accounting Estimates     15  
       Results of Operations     17  
       Net Interest Income     17  
       Noninterest Income     22  
       Noninterest Expense     24  
       Operating Segments     25  
       Investment Securities     28  
       Loans and leases     29  
       Nonperforming Assets and Restructured Loans     32  
       Provision and Allowance for Loan and Lease Losses     35  
       Deposits     38  
       Capital     39  
       Income Taxes     39  
       Off-Balance Sheet Arrangements     39  
       Contractual Obligations     40  
       Liquidity Management     41  
       Credit Management     42  
       Recent Accounting Standards     43  
   Quantitative and Qualitative Disclosures about Market Risk     45  
   Financial Statements and Supplementary Data     48  
   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     111  
   Controls and Procedures     111  

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Page

 PART III
   Directors and Executive Officers of the Registrant     112  
   Executive Compensation     116  
   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     124  
   Certain Relationships and Related Transactions     124  
   Principal Accountant Fees and Services     125  
 PART IV
   Exhibits, Financial Statement Schedules and Reports on Form 8-K     126  
 SIGNATURES     129  
           
 EXHIBIT 10.17
 EXHIBIT 10.18
 EXHIBIT 12
 EXHIBIT 21
 EXHIBIT 31
 EXHIBIT 32

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PART I

 
Item 1. Business

General

 
BancWest Corporation

      BancWest Corporation, a Delaware corporation (“BancWest,” the “Corporation,” the “Company” or “we/our”), is a registered financial holding company under the Gramm-Leach-Bliley Act (the “GLBA”). As a financial holding company, we are allowed to acquire or invest in the securities of companies in a broad range of financial activities. The Corporation, through its subsidiaries, operates a general commercial banking business and other businesses related to banking. Its principal assets are its investments in Bank of the West, a State of California-chartered bank; First Hawaiian Bank (“First Hawaiian”), a State of Hawaii-chartered bank; FHL Lease Holding Company, Inc. (“FHL”), a financial services loan company and BancWest Investment Services (“BWIS”), a broker-dealer registered with the National Association of Securities Dealers (“NASD”). Bank of the West, First Hawaiian Bank, FHL and BWIS are wholly-owned subsidiaries of the Corporation. In 2002, we sold BNP Paribas 14.815% of the outstanding common stock of Bank of the West. See Note 4 to the Consolidated Financial Statements for additional information. At December 31, 2003, the Corporation had consolidated total assets of $38.4 billion, total loans and leases of $25.7 billion, total deposits of $26.4 billion and total stockholder’s equity of $4.3 billion.

      On December 20, 2001, BNP Paribas acquired all of the outstanding stock of BancWest Corporation that BNP Paribas did not already own in a cash merger (the “BNP Paribas Merger”). As a result of the BNP Paribas Merger, BancWest became a wholly-owned subsidiary of BNP Paribas.

      In December 2001, BNP Paribas signed a definitive agreement with Tokyo-headquartered UFJ Bank Ltd. to acquire its wholly-owned subsidiary, United California Bank (“UCB”), for a cash purchase price of $2.4 billion. The transaction closed on March 15, 2002. Former United California Bank branches were fully integrated into Bank of the West in the third quarter of 2002.

      On March 16, 2004, BancWest announced that it signed an agreement to acquire Community First Bankshares, Inc. (Community First), whereby BancWest will pay $32.25 for each Community First share in a cash transaction valued at $1.2 billion. Refer to Note 26 to the Consolidated Financial Statements of this Form 10-K for further details.

 
Bank of the West

      Bank of the West is a State of California-chartered bank that is not a member of the Federal Reserve System. The deposits of Bank of the West are insured by the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) of the Federal Deposit Insurance Corporation (“FDIC”) to the extent and subject to the limitations set forth in the Federal Deposit Insurance Act (“FDIA”). The predecessor of Bank of the West, “The Farmers National Gold Bank,” was chartered as a national banking association in 1874 in San Jose, California.

      At December 31, 2003, Bank of the West was the third largest bank headquartered in California, with total assets of approximately $29.3 billion, total loans and leases of $20.7 billion, total deposits of approximately $19.4 billion and total stockholders’ equity of $4.8 billion. Bank of the West conducts a general commercial banking business, providing retail and corporate banking and trust services to individuals, institutions, businesses and governments through 295 branches and other commercial banking offices located in California, Oregon, Washington, Idaho, New Mexico and Nevada. Bank of the West also originates indirect automobile loans and leases, recreational vehicle loans, recreational marine vessel loans, equipment leases and deeds of trust on single-family residences through a network of manufacturers, dealers, representatives and brokers in all 50 states. Essex Credit Corporation (“Essex”) is a Bank of the West subsidiary engaged primarily in the business of originating and selling consumer loans on a nationwide basis, such loans being made for the purpose of acquiring or refinancing pleasure boats or recreational vehicles. Essex generally sells the loans that it makes to various banks and other financial institutions, on a servicing released basis. Essex has

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a network of regional direct lending offices located in the following states: California, Connecticut, Florida, Maryland, Massachusetts, New Jersey, New York, Texas and Washington. In November 2002, Bank of the West purchased Trinity Capital Corporation (“Trinity”). Trinity is a leasing subsidiary that specializes in nationwide vendor leasing programs for manufacturers in specific markets.

      Bank of the West has been a leader in the improvement of the social and economic health of the communities in which it operates. The Bank has a long commitment to the development of housing for low-to-moderate income people through loans, investment in intermediaries and volunteer participation in such organizations as California Community Reinvestment Corporation, California Environmental Redevelopment Fund and the Low Income Housing Fund.

      Bank of the West has set a goal of $30 billion in loans, investments, contributions and services to low- and moderate-income individuals, small businesses and community-based organizations over a 10-year period. This initiative was announced in March 2002 and since its announcement, Bank of the West has contributed $11 billion to–date, $6 billion in 2003 and $5 billion in 2002.

 
First Hawaiian Bank

      First Hawaiian Bank is a State of Hawaii-chartered bank that is not a member of the Federal Reserve System. The deposits of First Hawaiian Bank are insured by the BIF and the SAIF of the FDIC to the extent and subject to the limitations set forth in the FDIA. First Hawaiian Bank, the oldest financial institution in Hawaii, was established as Bishop & Co. in 1858 in Honolulu.

      At December 31, 2003, First Hawaiian Bank had total assets of $9.9 billion, total loans and leases of $5.0 billion, total deposits of $7.1 billion and stockholder’s equity of $1.9 billion. It is Hawaii’s largest bank based on total assets.

      First Hawaiian Bank is a full-service bank conducting a general commercial and consumer banking business and offering trust and insurance services to individuals, institutions, businesses and governments through 61 branches in Hawaii, Guam and Saipan.

 
Other Subsidiaries

      First Hawaiian Bank also conducts business through the following subsidiaries:

  •  Bishop Street Capital Management Corporation, a registered investment adviser, serves the institutional investment markets in Hawaii and the Western United States.
 
  •  FH Center, Inc., the Company’s headquarters, owns certain real property in connection with First Hawaiian Center.
 
  •  FHB Properties, Inc., holds title to certain property and premises used by First Hawaiian Bank.
 
  •  First Hawaiian Insurance, Inc., is an insurance agency.
 
  •  First Hawaiian Leasing, Inc., engages in commercial equipment and vehicle leasing.
 
  •  Real Estate Delivery, Inc., holds title to certain real property acquired by First Hawaiian Bank in business activities.
 
  •  Hawaii Community Reinvestment Corporation

      In an effort to support affordable housing and as part of its community reinvestment program, First Hawaiian Bank is a member of the Hawaii Community Reinvestment Corporation (the “HCRC”). The HCRC is a consortium of local financial institutions that provides $50 million in long-term financing for affordable housing rental projects throughout Hawaii for low- and moderate-income residents.

      The $50 million loan pool is funded by the member financial institutions, which participate pro rata (based on deposit size) in each HCRC loan. First Hawaiian Bank’s participation in these HCRC loans is included in its loan portfolio.

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Hawaii Investors for Affordable Housing, Inc.

      To further enhance First Hawaiian Bank’s community reinvestment program and provide support for the development of additional affordable-housing rental units in Hawaii, First Hawaiian and other HCRC member institutions, have subscribed to a $20.0 million tax-credit equity fund (“Hawaii Affordable Housing Fund II”) and a $12.5 million tax-credit equity fund (“Hawaii Affordable Housing Fund III”). A fourth tax-credit equity fund is being contemplated to continue the support of additional affordable housing projects.

      Hawaii Affordable Housing Fund II and Hawaii Affordable Housing Fund III (the “Funds”) have been established to invest in qualified low-income housing tax credit rental projects and to ensure that these projects are maintained as low-income housing throughout the required compliance period. First Hawaiian Bank’s investments in these Funds are included in other assets. Projects associated with the Hawaii Affordable Housing Fund I were completed in 2003.

 
FHL Lease Holding Company, Inc.

      FHL primarily finances and leases personal and real property, including equipment and vehicles. FHL is in a run-off mode and all new leveraged and direct financing leases are recorded by First Hawaiian Leasing, Inc. At December 31, 2003, FHL’s net investment in leases amounted to $52.3 million and its total assets were $52.9 million.

 
BancWest Investment Services (BWIS)

      BWIS was purchased from Primevest Financial on November 10, 2003. At December 31, 2003, BWIS had total assets of $2.6 million. BWIS is a broker-dealer registered with the NASD and sells mutual funds and annuities to the general public from locations in the branches of its affiliates, Bank of the West and First Hawaiian Bank.

Employees

      At December 31, 2003, the Corporation had 7,461 full-time equivalent employees. Bank of the West and First Hawaiian Bank employed 5,863 and 2,264 persons, including part-time employees, respectively. None of our employees are represented by any collective bargaining agreements and our relations with employees are considered excellent.

Monetary Policy and Economic Conditions

      Our earnings and businesses are affected not only by general economic conditions (both domestic and international), but also by the monetary policies of various governmental regulatory authorities of (i) the United States and foreign governments and (ii) international agencies. In particular, our earnings and growth may be affected by actions of the Federal Reserve Board in connection with its implementation of national monetary policy through its open market operations in United States Government securities, control of the discount rate and establishment of reserve requirements against both member and non-member financial institutions’ deposits. These actions have a significant effect on the overall growth and distribution of loans and leases, investments and deposits, as well as on the rates earned on investment securities, loans and leases or paid on deposits. It is difficult to predict future changes in monetary policies.

Competition

      Competition in the financial services industry is intense. We compete with a large number of commercial banks (including domestic, foreign and foreign-affiliated banks), savings institutions, finance companies, leasing companies, credit unions and other entities that provide financial services such as mutual funds, insurance companies and brokerage firms. Many of these competitors are significantly larger and have greater financial resources than the Corporation. In addition, the increasing use of the Internet and other electronic distribution channels has resulted in increased competition with respect to many of the products and services that we offer. As a result, we compete with financial service providers located not only in our home markets

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but also those elsewhere in the United States that are able to offer their products and services through electronic and other non-conventional distribution channels.

      Changes in federal law over the past several years have also made it easier for out-of-state banks to enter and compete in the states in which our bank subsidiaries operate. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), among other things, eliminated substantially all state law barriers to the acquisition of banks by out-of-state bank holding companies. A bank holding company may acquire banks in states other than its home state, without regard to the permissibility of such acquisitions under state law, but subject to any state requirement that the acquired bank has been organized and operating for a minimum period of time (not to exceed five years), and the requirement that the acquiring bank holding company, prior to or following the proposed acquisition, controls no more than 10 percent of the total amount of deposits of insured depository institutions in the United States and no more than 30 percent of such deposits in that state (or such lesser or greater amount as may be established by state law). The Riegle-Neal Act also permits banks to acquire branches located in another state by purchasing or merging with a bank chartered in that state or a national banking association having its headquarters located in that state.

Supervision and Regulation

      As a registered financial holding company, we are subject to regulation and supervision by the Federal Reserve Board. Our subsidiaries are subject to regulation and supervision by the banking authorities of California, Hawaii, Nevada, Washington, Oregon, Idaho, New Mexico, Guam and the Commonwealth of the Northern Mariana Islands, as well as by the FDIC (which is the primary federal regulator of our two bank subsidiaries) and various other regulatory agencies.

      The consumer lending and finance activities of the Corporation’s subsidiaries are also subject to extensive regulation under various Federal laws, including the Truth-in-Lending, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practice and Electronic Funds Transfer Acts, as well as various state laws. These statutes impose requirements on the making, enforcement and collection of consumer loans and on the types of disclosures that need to be made in connection with such loans.

      Holding Company Structure. On November 12, 1999, the Gramm-Leach-Bliley Act (“GLBA”) was signed into law. The GLBA permits bank holding companies that qualify for, and elect to be regulated as, financial holding companies, to engage in a wide range of financial activities, including certain activities, such as insurance, merchant banking and real estate investment, that are not permissible for other bank holding companies. Each activity is regulated by a functional regulator: a state insurance regulator in the case of insurance activities, the Securities and Exchange Commission in the case of broker-dealer or investment advisory activities, or the appropriate federal banking regulator in the case of a bank or thrift institution. The Federal Reserve Board is the “umbrella” supervisor of financial holding companies. Section 23A of the Federal Reserve Act, which severely restricts lending by an insured bank subsidiary to nonbank affiliates, remains in place.

      Financial holding companies are permitted to acquire nonbank companies without the prior approval of the Federal Reserve Board, but approval of the Federal Reserve Board continues to be required before acquiring more than 5% of the voting shares of another bank or bank holding company, before merging or consolidating with another bank holding company and before acquiring substantially all the assets of any additional bank or savings association. In addition, all acquisitions are reviewed by the Department of Justice for antitrust considerations. In conjunction with the BNP Paribas Merger, we elected to become a financial holding company.

      Dividend Restrictions. As a holding company, the principal source of our cash revenue has been dividends and interest received from our bank subsidiaries. Each of the bank subsidiaries is subject to various federal regulatory restrictions relating to the payment of dividends. For example, if, in the opinion of the FDIC, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the FDIC may require, after notice and hearing, that such bank cease and desist from such practice. In addition, the Federal Reserve Board has issued a policy statement which provides that, as a general matter, insured banks

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and bank holding companies should only pay dividends out of current operating earnings. The regulatory capital requirements of the Federal Reserve Board and the FDIC also may limit the ability of the Corporation and its insured depository subsidiaries to pay dividends. See “Prompt Corrective Action” and “Capital Requirements” below.

      There are also statutory limits on the transfer of funds to the Corporation and its nonbanking subsidiaries by its banking subsidiaries, whether in the form of loans or other extensions of credit, investments or asset purchases. Such transfers by a bank subsidiary to any single affiliate are limited in amount to 10% of the bank’s capital and surplus, or 20% in the aggregate to all affiliates. Furthermore, such loans and extensions of credit are required to be collateralized in specified amounts.

      Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each subsidiary bank and to make capital infusions into a troubled subsidiary bank. The Federal Reserve Board may charge a bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. This capital infusion may be required at times when a bank holding company may not have the resources to provide it. Any capital loans by us to one of our subsidiary banks would be subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank.

      In addition, depository institutions insured by the FDIC can be held liable for any losses incurred, or reasonably expected to be incurred, by the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. “Default” is defined generally as the appointment of a conservator or receiver and “in danger of default” is defined generally as the existence of certain conditions indicating that a “default” is likely to occur in the absence of regulatory assistance. Accordingly, in the event that any insured subsidiary of the Corporation causes a loss to the FDIC, other insured subsidiaries of the Corporation could be required to compensate the FDIC by reimbursing it for the amount of such loss. Any such obligation by our insured subsidiaries to reimburse the FDIC would rank senior to their obligations, if any, to the Corporation.

      Prompt Corrective Action. Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), the federal banking agencies are required to take “prompt corrective action” with respect to insured depository institutions that do not meet minimum capital requirements. FDICIA established a five-tier framework for measuring the capital adequacy of insured depository institutions (including Bank of the West and First Hawaiian Bank), with each depository institution being classified into one of the following categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.”

      Under the regulations adopted by the federal banking agencies to implement these provisions of FDICIA (commonly referred to as the “prompt corrective action” rules), a depository institution is “well capitalized” if it has (i) a total risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based capital ratio of 6% or greater, (iii) a leverage ratio of 5% or greater and (iv) is not subject to any written agreement, order or directive to meet and maintain a specific capital level for any capital measure. An “adequately capitalized” depository institution is defined as one that has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier 1 risk-based capital ratio of 4% or greater and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of a bank rated a composite 1 under the Uniform Financial Institution Rating System, “CAMELS rating,” established by the Federal Financial Institution Examinations Council). A depository institution is considered (i) “undercapitalized” if it has (A) a total risk-based capital ratio of less than 8%, (B) a Tier 1 risk-based capital ratio of less than 4% or (C) a leverage ratio of less than 4% (or 3% in the case of an institution with a CAMELS rating of 1), (ii) “significantly undercapitalized” if it has (A) a total risk-based capital ratio of less than 6%, (B) a Tier 1 risk-based capital ratio of less than 3% or (C) a leverage ratio of less than 3% and (iii) “critically undercapitalized” if it has a ratio of tangible equity to total assets equal to or less than 2%. An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory examination rating. At December 31, 2003, all of the Corporation’s subsidiary depository institutions were “well capitalized.”

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      FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a cash dividend) or paying any management fees to its holding company if the depository institution is, or would thereafter be, undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit a capital restoration plan. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company under such guarantee is limited to the lesser of (i) an amount equal to 5% of the depository institution’s total assets at the time it became undercapitalized, or (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

      Significantly undercapitalized depository institutions may be subject to a number of other requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions may not make any payments of interest or principal on their subordinated debt and are subject to the appointment of a conservator or receiver, generally within 90 days of the date such institution becomes critically undercapitalized. In addition, the FDIC has adopted regulations under FDICIA prohibiting an insured depository institution from accepting brokered deposits (as defined by the regulations) unless the institution is “well capitalized” or is “adequately capitalized” and receives a waiver from the FDIC.

      FDIC Insurance Assessments. The FDIC has implemented a risk-based deposit insurance assessment system under which the assessment rate for an insured institution may vary according to the regulatory capital levels of the institution and other factors (including supervisory evaluations). Depository institutions insured by the BIF which are ranked in the least risky category currently have no annual assessment for deposit insurance while all other banks are required to pay premiums ranging from 3 to 27 basis points of domestic deposits. As a result of the enactment on September 30, 1996 of the Economic Growth and Regulatory Paperwork Reduction Act of 1996 (the “Deposit Funds Act”), the deposit insurance premium assessment rates for depository institutions insured by the SAIF were reduced, effective January 1, 1997, to the same rates that were applied to depository institutions insured by the BIF. The Deposit Funds Act also provided for a one-time assessment of 65.7 basis points on all SAIF-insured deposits in order to fully recapitalize the SAIF (which assessment was paid by the Corporation in 1996), and imposes annual assessments on all depository institutions to pay interest on bonds issued by the Financing Corporation (the “FICO”) in connection with the resolution of savings association insolvencies occurring prior to 1991. The FICO assessment rate for the first quarter of 2004 was 1.5 basis points annualized. These rate schedules are adjusted quarterly by the FDIC. In addition, the FDIC has authority to impose special assessments from time to time, subject to certain limitations specified in the Deposit Funds Act.

      Capital Requirements. Under the GLBA, our insured depository institutions are subject to regulatory capital guidelines issued by the federal banking agencies. Information with respect to the applicable capital requirements is included in Note 15, Regulatory Capital Requirements.

      FDICIA required each federal banking agency to revise its risk-based capital standards to ensure that those standards take adequate account of interest rate risk, concentration of credit risk and the risk of nontraditional activities, as well as reflect the actual performance and expected risk of loss on multi-family mortgages. The federal banking agencies have adopted amendments to their respective risk-based capital requirements that explicitly identify concentrations of credit risk and certain risks arising from nontraditional activities, and the management of such risks, as important factors to consider in assessing an institution’s overall capital adequacy. The amendments do not, however, mandate any specific adjustments to the risk-based capital calculations as a result of such factors.

      In August 1996, the federal banking regulators adopted amendments to their risk-based capital rules to incorporate a measure for market risk in foreign exchange and commodity activities and in the trading of debt

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and equity instruments. Under these amendments, which became effective in 1997, banking institutions with relatively large trading activities are required to calculate their capital charges for market risk using their own internal value-at-risk models (subject to parameters set by the regulators) or, alternatively, risk management techniques developed by the regulators. As a result, these institutions are required to hold capital based on the measure of their market risk exposure in addition to existing capital requirements for credit risk. These institutions are able to satisfy this additional requirement, in part, by issuing short-term subordinated debt that qualifies as Tier 3 capital. The adoption of these amendments did not have a material effect on the Corporation’s business or operations.

      On November 29, 2001, the federal bank regulatory agencies published a regulation that addresses the capital treatment of recourse arrangements, direct credit substitutes and residual interests. “Recourse” means any retained credit risk associated with any asset transferred by a banking organization that exceeds a pro rata share of the banking organization’s remaining claim on the asset, if any. “Direct credit substitute” means any assumed credit risk associated with any asset or other claim not previously owned by a banking organization that exceeds the banking organization’s pro rata share of the asset or claim, if any. “Residual interest” means any on-balance sheet asset that represents interests retained by a banking organization after a transfer of financial assets that qualifies as a sale for purposes of generally accepted accounting principles, which interests are structured to absorb more than a pro rata share of credit loss relating to the transferred assets. “Residual interests” do not include interests purchased from a third party, except for credit-enhancing interest-only strips (credit-enhancing I/O strips).

      The regulation assesses risk-based capital requirements on recourse obligations, residual interests (except credit-enhancing I/O strips), direct credit substitutes, and senior and subordinated securities in asset securitizations based on ratings assigned by nationally recognized statistical rating agencies. The risk weights range from 20% for a position that is rated AA or better, to 200% for a position that is rated BB. A banking organization that holds a recourse obligation or a direct credit substitute (other than a residual interest) that does not qualify for the ratings-based approach is required by the new regulation to maintain capital against that position and all senior positions in the securitization, but is not required to hold more capital than if assets had not been transferred. A banking organization that holds a residual interest that does not qualify for the ratings-based approach is required to hold capital on a dollar-for-dollar basis against the position and all senior positions, even if the capital charge exceeds the full risk-based capital charge that would have been held against the transferred assets.

      The regulation limits credit-enhancing I/O strips, whether retained or purchased, to 25% of Tier 1 capital, with any excess amount to be deducted from Tier 1 capital and from assets. (The deducted amount is not subject to the dollar-for-dollar capital charge discussed above.) Credit-enhancing I/O strips are not aggregated with non-mortgage servicing assets and purchased credit card relationships for purposes of calculating the 25% limit. The regulation became effective on January 1, 2002 for transactions settled on or after that date and became effective December 31, 2002 for all other transactions. The regulation did not have a material effect on the Corporation’s operations or financial position.

      The U.S. federal bank regulatory agencies’ risk-based capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors from the major industrialized countries that develops broad policy guidelines that each country’s supervisors can use to determine the supervisory policies they apply. In January 2001, the Basel Committee released a proposal to replace the 1988 capital accord with a new capital accord that would set capital requirements for operational risk and refine the existing capital requirements for credit risk exposures. Operational risk is defined to mean the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. The 1988 capital accord does not include separate capital requirements for operational risk. The Basel Committee has stated that its objective is to have member countries implement the new accord at year-end 2006. The ultimate timing for a new accord, and the specifics of capital assessments for addressing operational risk, are uncertain. However, the Corporation expects that a new capital accord addressing operational risk will eventually be adopted by the Basel Committee and implemented by the U.S. federal bank regulatory agencies. The new capital requirements that may arise out of a new Basel Committee capital accord could increase minimum capital requirements applicable to the Corporation.

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      In order for us to remain a financial holding company, Bank of the West and First Hawaiian Bank (as well as each foreign bank that is controlled by BNP Paribas and that has a branch, agency or bank subsidiary in the United States) must remain “well capitalized” and “well managed.” In the case of Bank of the West and First Hawaiian Bank, “well capitalized” has the same meaning as under the “prompt corrective action” guidelines described above and “well managed” means that at their most recent examination the banks received at least a satisfactory composite rating and at least a satisfactory rating for management.

      The USA PATRIOT Act. On October 26, 2001, President Bush signed into law the USA PATRIOT Act of 2001 (the “Act”). The Act includes numerous provisions designed to fight international money laundering and to block terrorist access to the U.S. financial system. The provisions of the Act generally affect banking institutions, broker-dealers and certain other financial institutions, and require all “financial institutions,” as defined in the Act, to establish anti-money laundering compliance and due diligence programs. The Act also grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on subsidiary operations. We believe the Corporation’s programs satisfy the requirements of the Act.

      Real Estate Activities. The FDIC adopted regulations, effective January 1, 1999, that make it significantly easier for state non-member banks to engage in a variety of real estate investment activities. These regulations generally allow a majority-owned corporate subsidiary of a state non-member bank to make equity investments in real estate if the bank complies with certain investment and transaction limits and satisfies certain capital requirements (after giving effect to its investment in the majority-owned subsidiary). In addition, the regulations permit a subsidiary of an insured state non-member bank to act as a lessor under a real property lease that is the equivalent of a financing transaction, meets certain criteria applicable to the lease and the underlying real estate and does not represent a significant risk to the deposit insurance funds.

Future Legislation

      Legislation relating to banking and other financial services has been introduced from time to time in Congress and is likely to be introduced in the future. If enacted, such legislation could significantly change the competitive environment in which we and our subsidiaries operate. Management cannot predict whether these or any other proposals will be enacted or the ultimate impact of any such legislation on our competitive situation, financial condition or results of operations.

Foreign Operations

      Foreign outstandings are defined as the balances outstanding of cross-border loans, acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets. At December 31, 2003, 2002 and 2001, we had no foreign outstandings to any country which exceeded 1% of total assets. Additional information concerning foreign operations is also included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 22, International Operations.

Operating Segments

      Information regarding the Corporation’s operating segments is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 21, Operating Segments.

      The Corporation’s website is www.bancwestcorp.com. We make available free of charge on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current report on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act. These reports are posted on our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission.

 
Item 2. Properties

      Bank of the West leases a site in Walnut Creek, California, which is its primary administrative headquarters. The administrative headquarters office is a 133,000-square-foot, three-story building. Bank of

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the West also leases approximately 52,000 square feet of executive office space in downtown San Francisco in the same building that houses its San Francisco Main Branch at 180 Montgomery Street.

      As of December 31, 2003, 105 of Bank of the West’s active branches are located on land owned by Bank of the West. The remaining 190 active branches are located on leasehold properties. Bank of the West also has 10 surplus branch properties, 5 of which are currently subleased to others. Bank of the West leases 24 properties that are utilized for administrative (including warehouses), lease support, management information systems and regional management services and 21 additional office facilities.

      First Hawaiian Bank indirectly (through two subsidiaries) owns a city block in downtown Honolulu. The administrative headquarters of the Corporation and First Hawaiian Bank, as well as the main branch of First Hawaiian Bank, are located in a modern banking center on this city block. That headquarters building, First Hawaiian Center (“FHC”), includes 418,000 square feet of office space. FHC was constructed and financed by a nonrelated third party, REFIRST, Inc. We held an operating lease for FHC with REFIRST, Inc. that terminated on December 1, 2003. At the end of the term, we used cash to repay $193.9 million in debt and acquire all interests in FHC held by REFIRST, Inc. For additional information concerning REFIRST, Inc., see Note 5 to the Consolidated Financial Statements.

      As of December 31, 2003, 19 of First Hawaiian Bank’s offices in Hawaii and one in Guam are located on land owned in fee simple by First Hawaiian Bank. The other branches of First Hawaiian Bank in Hawaii, two branches in Guam and one branch in Saipan are situated on leasehold premises or in buildings constructed on leased land. In addition, First Hawaiian Bank owns an operations center which is located on approximately 126,000 square feet of land owned in fee simple by First Hawaiian Bank in an industrial area near downtown Honolulu. First Hawaiian Bank occupies most of this four-story building.

      First Hawaiian Bank owns a five-story, 75,000-square-foot office building, including a branch, which is situated on property owned in fee simple in Maite, Guam, where it maintains a branch.

      See Note 9, Premises and equipment, for further information.

 
Item 3. Legal Proceedings

      The information required by this Item is set forth in Note 23 to the Consolidated Financial Statements of this Form 10-K, and is incorporated herein by reference.

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

      No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2003.

PART II

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

      BancWest is a wholly-owned subsidiary of BNP Paribas and there is no public trading market for BancWest’s common equity.

      State regulations place restrictions on the ability of our bank subsidiaries to pay dividends. Under Hawaii law, First Hawaiian Bank is prohibited from declaring or paying any dividends in excess of its retained earnings. California law generally prohibits Bank of the West from paying cash dividends to the extent such payments exceed the lesser of retained earnings and net income for the three most recent fiscal years (less any distributions to stockholders during such three-year period). At December 31, 2003, the aggregate amount of dividends that such subsidiaries could pay to the Corporation under the foregoing limitations without prior regulatory approval was $810.5 million.

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      During the years ended December 31, 2003 and 2002, no quarterly or annual cash dividends were paid on the Class A common stock. During the year ended December 31, 2001, the Company paid quarterly cash dividends totaling $0.80 per share of common stock and Class A common stock.

 
Item 6. Selected Financial Data

Basis of Presentation

      On December 20, 2001, BNP Paribas acquired all of the outstanding common shares of BancWest. As a result of the transaction, BancWest became a wholly-owned subsidiary of BNP Paribas. The business combination was accounted for as a purchase with BNP Paribas’ accounting basis being “pushed down” to BancWest. See Note 2 to the Consolidated Financial Statements for additional information regarding this business combination. It is generally not appropriate to combine pre- and post- “push-down” periods. However, financial information for the period from December 20, 2001 through December 31, 2001 was not material and certain information presented in this section combines the Company’s consolidated results of operations from December 20, 2001 to December 31, 2001 with those for the period from January 1, 2001 to December 19, 2001. These combined results for 2001 will generally serve as comparable amounts to the 12-month periods ended December 31, 2003, 2002, 2000 and 1999 and will be utilized for purposes of providing discussion and analysis of results of operations.

                                         
Year Ended December 31,

2003 2002 2001 2000 1999





Earnings:
                                       
(Dollars in thousands)
                                       
Interest income
  $ 1,683,645     $ 1,659,722     $ 1,323,649     $ 1,309,856     $ 1,135,711  
Interest expense
    385,207       465,330       507,135       562,922       446,877  
     
     
     
     
     
 
Net interest income
    1,298,438       1,194,392       816,514       746,934       688,834  
Provision for loan and lease losses
    81,295       95,356       103,050       60,428       55,262  
Noninterest income
    387,324       332,364       308,398       216,076       197,632  
Noninterest expense
    892,835       836,074       595,746       533,961       535,075  
     
     
     
     
     
 
Income before income taxes and cumulative effect of accounting change
    711,632       595,326       426,116       368,621       296,129  
Tax provision
    272,698       233,994       171,312       152,227       123,751  
     
     
     
     
     
 
Income before cumulative effect of accounting change
    438,934       361,332       254,804       216,394       172,378  
Cumulative effect of accounting change, net of tax(1)
    2,370                          
     
     
     
     
     
 
Net income
  $ 436,564     $ 361,332     $ 254,804     $ 216,394     $ 172,378  
     
     
     
     
     
 
Cash dividends
  $     $     $ 99,772     $ 84,731     $ 77,446  
     
     
     
     
     
 
Balance Sheet Data Averages:
                                       
(Dollars in millions)
                                       
Average assets
    35,898       31,370       19,461       17,600       16,294  
Average securities available-for-sale
    4,861       3,290       2,267       2,089       1,719  
Average loans and leases(2)
    24,756       22,340       14,586       13,286       12,291  
Average deposits
    24,911       22,300       14,550       13,380       12,517  
Average long-term debt and capital securities
    3,880       2,541       1,074       817       790  
Average stockholder’s equity
    4,063       3,441       2,079       1,903       1,793  

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Year Ended December 31,

2003 2002 2001 2000 1999





Balance Sheet Data At Year End:
                                       
(Dollars in millions)
                                       
Assets
    38,352       34,749       21,647       18,457       16,681  
Securities available-for-sale
    5,928       3,941       2,542       1,961       1,868  
Loans and leases(2)
    25,773       24,231       15,224       13,972       12,524  
Deposits
    26,403       24,557       15,334       14,128       12,878  
Long-term debt and capital securities
    4,221       3,636       2,463       882       802  
Stockholder’s equity
    4,263       3,867       2,002       1,989       1,843  
Selected Financial Ratios For the Year Ended:
                                       
Return on average total assets (ROA)
    1.22 %     1.15 %     1.31 %     1.23 %     1.06 %
Return on average stockholder’s equity (ROE)
    10.74       10.50       12.25       11.37       9.61  
Net interest margin (taxable-equivalent basis)
    4.32       4.58       4.73       4.75       4.76  
Net loans and leases charged off to average loans and leases
    0.30       0.53       0.56       0.37       0.42  
Efficiency ratio(3)
    52.96       54.76       52.96       55.45       60.36  
Average equity to average total assets
    11.32       10.97       10.68       10.81       11.00  
At year end:
                                       
Allowance for loan and lease losses to total loans and leases
    1.52       1.59       1.28       1.24       1.29  
Nonperforming assets to total loans and leases and other real estate owned and repossessed personal property
    0.59       1.02       0.79       0.87       1.01  
Allowance for loan and lease losses to nonperforming loans and leases
    2.93 x     1.70 x     2.00 x     1.84 x     1.64 x
Regulatory Capital Ratios:
                                       
 
Leverage Ratio(4):
                                       
   
Bank of the West
    9.55 %     9.17 %     7.18 %     7.95 %     6.39 %
   
First Hawaiian Bank
    9.91       9.21       8.39       8.99       9.92  
 
Tier 1 capital (risk-based):
                                       
   
Bank of the West
    10.72       9.93       7.85       8.78       7.35  
   
First Hawaiian Bank
    12.85       11.19       9.52       9.19       9.98  
 
Total capital (risk-based):
                                       
   
Bank of the West
    12.94       12.23       10.90       11.72       10.72  
   
First Hawaiian Bank
    15.21       13.56       11.81       11.27       12.11  


(1)  The Company adopted the consolidation provisions of FIN 46 in the third quarter for one variable interest entity formed prior to February 1, 2003, REFIRST,Inc.
 
(2)  These balances include loans held-for-sale and are not adjusted for loan and lease losses.
 
(3)  The efficiency ratio is noninterest expense as a percentage of total operating revenue (net interest income plus noninterest income).
 
(4)  The capital leverage ratios are based on quarterly averages.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      On July 1, 1999, we acquired SierraWest Bancorp. That merger was accounted for as a pooling of interests.

      On March 15, 2002 the Company completed its acquisition of all of the outstanding common stock of UCB. The acquisition was accounted for as a purchase.

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

Forward-looking Statements

      Certain matters contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements (such as those concerning our plans, expectations, estimates, strategies, projections and goals) involve risks and uncertainties that could cause actual results to differ materially from those discussed in the statements. Readers should carefully consider those risks and uncertainties in reading this report. Factors that could cause or contribute to such differences include, but are not limited to:

        (1) global, national and local economic and market conditions, specifically with respect to changes in the United States economy and geopolitical uncertainty;
 
        (2) the level and volatility of interest rates and currency values;
 
        (3) government fiscal and monetary policies;
 
        (4) credit risks inherent in the lending process;
 
        (5) loan and deposit demand in the geographic regions where we conduct business;
 
        (6) the impact of intense competition in the rapidly evolving banking and financial services business;
 
        (7) extensive federal and state regulation of our business, including the effects of current and pending legislation and regulations;
 
        (8) whether expected revenue enhancements and cost savings are realized within expected time frames;
 
        (9) matters relating to the integration of our business with that of past and future merger partners, including the impact of combining these businesses on revenues, expenses, deposit attrition, customer retention and financial performance;
 
        (10) our reliance on third parties to provide certain critical services, including data processing;
 
        (11) the proposal or adoption of changes in accounting standards by the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission (“SEC”) or other standard setting bodies;
 
        (12) technological changes;
 
        (13) other risks and uncertainties discussed in this document or detailed from time to time in other SEC filings that we make; and
 
        (14) management’s ability to manage risks that result from these and other factors.

      Our forward-looking statements are based on management’s current views about future events. Those statements speak only as of the date on which they are made. We do not intend to update forward-looking statements, and, except as required by law, we disclaim any obligation or undertaking to update or revise any such statements to reflect any change in our expectations or any change in events, conditions, circumstances or assumptions on which forward-looking statements are based.

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      The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. Our actual results could differ from the results contemplated by these forward-looking statements due to certain factors, including those discussed in Item 7 and elsewhere in this report.

Glossary

      See “Glossary of Financial Terms” for definitions of certain terms used in this annual report.

Overview

      Headquartered in Honolulu, Hawaii, with offices in San Francisco, BancWest is a financial holding company with assets of $38.4 billion at December 31, 2003. BancWest, through its subsidiaries, operates a general commercial banking business and other businesses related to banking. Its principal assets are its investments in Bank of the West, a State of California-chartered bank, and First Hawaiian Bank, a State of Hawaii-chartered bank. We provide a wide range of general commercial banking services, providing retail and corporate banking, trust and insurance services to individuals, institutions, businesses and governments.

 
2003 as Compared with 2002

      BancWest reported net income of $436.6 million for the year ended December 31, 2003, compared with $361.3 million for the year ended December 31, 2002. Net interest income was $1.298 billion compared with $1.194 billion, primarily due to an increase in interest earning assets resulting from organic growth and the full year impact of the UCB acquisition. Average loans increased by $2.4 billion; average investment securities increased by $1.6 billion. The Company increased its consumer lending and purchased residential mortgage loans and securities in a year when commercial borrowing was still relatively slow. The net interest margin decreased 26 basis points (1% equals 100 basis points) as a declining interest rate environment caused rates on interest earning assets to decrease more than rates paid on funding sources. Noninterest income was $387.3 million compared with $332.4 million. The increase was primarily due to increased service charges on deposit accounts and other service charges and fees related to broker servicing fees, higher commissions from the issuance of letters of credit, and higher merchant services fees. The increase in noninterest income is also impacted by higher gains on the sale of lease residual interests, OREO property and miscellaneous assets as well as increased revenue from derivative sale activities and the full year impact of the UCB acquisition. The Company’s strategy to increase noninterest income included growth in average deposit balances, repricing efforts in account analysis as well as growth in debit card interchange revenue. The Company also focused on niche markets where the Company would have a competitive advantage in growing its portfolio related to equipment leasing, and SBA, church and healthcare lending. Noninterest expense was $892.8 million compared with $836.1 million, primarily due to increased employee salaries and benefits expense resulting from the full year impact of the UCB acquisition and the increased cost of healthcare and retirement benefits, and other noninterest expense related to depreciation on software and general liability and property insurance.

      BancWest had total assets of $38.4 billion at December 31, 2003, up 10.4% from a year earlier. Investment securities totaled $5.9 billion, an increase of 50.4% from the same date in 2002. Loans and leases totaled $25.7 billion, up 6.5% from the prior year. Deposits were $26.4 billion, up 7.5% from a year earlier.

      BancWest’s nonperforming assets were reduced to 0.59% of loans, leases and foreclosed properties at December 31, 2003, an improvement from 1.02% at December 31, 2002. The provision for loan and lease losses was $81.3 million compared to $95.4 million. BancWest’s allowance for loan and lease losses was 1.52% of total loans and leases at December 31, 2003, compared to 1.59% at December 31, 2002. The decrease in nonperforming assets was primarily due to loan prepayments and sales. Loan and lease charge-offs and workouts also contributed to the decrease.

Critical Accounting Estimates

      The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make a number of judgments, estimates and

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assumptions that affect the reported amount of assets, liabilities, income and expenses in our Consolidated Financial Statements and accompanying notes. We believe that the judgments, estimates and assumptions used in the preparation of our Consolidated Financial Statements are appropriate given the factual circumstances as of December 31, 2003. We have established policies and procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. However, given the sensitivity of our Consolidated Financial Statements to these accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition.

      Our accounting policies are discussed in detail in the notes to the Consolidated Financial Statements, Note 1 Summary of Significant Accounting Policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. We have identified the following accounting estimates that we believe are material due to the levels of subjectivity and judgment necessary to account for uncertain matters or where these matters are particularly subject to change.

  •  Allowance for Loan and Lease Losses (the Allowance): The Company’s allowance for loan and lease losses represents management’s best estimate of probable losses inherent in the existing loan and lease portfolio as of the balance sheet date. The determination of the adequacy of the Allowance is ultimately one of management judgment, which includes consideration of many factors such as: (1) the amount of problem and potential problem loans and leases; (2) net charge-off experience; (3) changes in the composition of the loan and lease portfolio by type and location of loans and leases; (4) changes in overall loan and lease risk profile and quality; (5) general economic factors; (6) specific regional economic factors; and (7) the fair value of collateral. Using this methodology, we allocate the Allowance to individual loans and leases and to the categories of loans and leases, representing probable losses based on available information. At least quarterly, we conduct internal credit analyses to determine which loans and leases are impaired. As a result, we allocate specific amounts of the Allowance to individual loan and lease relationships. Note 1, Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements describes how we evaluate loans for impairment. Some categories of loans and leases are not subjected to a loan-by-loan credit analysis. Management makes an allocation to these categories based on our statistical analysis of historic trends of impairment and charge-offs of such loans and leases. Additionally, we allocate a portion of the Allowance based on risk classifications of certain loan and lease types. If general or specific regional economic factors were to improve or deteriorate significantly, we may need to revise our loss factors, thereby decreasing or increasing our allowance. Furthermore, the estimated fair value of collateral may differ from what is realized upon the sale of that collateral. Due to the subjective nature of estimating an adequate allowance for loan and lease losses, economic uncertainties and other factors, some of the allowance is not allocated to specific categories of loans and leases. The Corporation monitors differences between estimated and actual incurred loan and lease losses. This monitoring process includes periodic assessments by senior management of credit portfolios and the methodologies used to estimate incurred losses in those portfolios. In management’s judgment, the Allowance has historically been adequate to absorb losses inherent in the loan and lease portfolios. However, changes in prevailing economic conditions in our markets could result in changes in the level of nonperforming loans and leases, and charge-offs in the future. We will continue to monitor economic developments closely and make necessary adjustments to the Allowance accordingly.
 
  •  Goodwill: Goodwill recorded on the books of BancWest resulted from business acquisitions. It arose when the purchase price exceeded the assigned value of the net assets of acquired businesses. In each situation, it was based on estimates and assumptions that were subject to management’s judgment and was recorded at its estimated fair value at the time purchase accounting estimates of acquired entities were concluded. As of December 31, 2003, we had $3.2 billion in goodwill on our Consolidated Balance Sheet. The value of this goodwill is supported by the revenue we generate from our business segments. A decline in earnings as a result of material lack of growth, or our inability to deliver services

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  in a cost-effective manner over a long time period could lead to possible impairment of goodwill, and this would be booked as a write-down in our income statement. We perform an impairment test for goodwill annually, or as circumstances dictate. The evaluation methodology for potential impairment is centered on the projection of cash flows into the future using present value techniques and, as such, involves significant management judgment in the modeling of estimates and assumptions. If the projected net cash flow assumptions are too high, or if the discount rate used is too low, there is a risk that impairment should have been recognized, but was not recorded. We use a two-step process to evaluate possible impairment. The first step compares the fair value of a reporting unit, which is an individual business segment of the Company, to its carrying amount. If the fair value exceeds the carrying amount, no impairment exists. If the carrying amount exceeds the fair value, then a second step is conducted whereby we assign fair values to identifiable assets and liabilities, leaving an implied fair value for goodwill. The implied fair value of goodwill is compared with the carrying amount of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss is recognized. We performed the impairment testing of goodwill required under SFAS No. 142 for the year ended December 31, 2003, in the fourth quarter. Due to the inherent imprecision of projections used in the impairment test, a number of different scenarios were used. In addition to using anticipated balance sheet growth, scenarios for 25% more and 20% less than the anticipated growth were used. Furthermore, in projecting cash flows, a continuing value scenario as well as a terminal value scenario were used. Finally, two separate discount rate scenarios were used. The first discount rate used was the weighted average cost of capital, which is a composite of the after-tax cost of debt and cost of equity. The second discount rate was the cost of equity using a capital asset pricing model. The conclusion after testing under each of these scenarios is that there is no impairment of goodwill.
 
  •  Lease Financing: We provide lease financing under a variety of arrangements, primarily consumer automobile leases and commercial equipment leases. Leases for consumer automobiles and commercial equipment are classified as financing leases if they conform to the definition set out in SFAS 13, “Accounting for Leases.” At the time the leasing transaction is executed, we record the gross lease receivable and the estimated residual value of leased equipment on our balance sheet. Unearned income on direct financing leases is accreted over the lives of the leases to provide a constant periodic rate of return on the net investment in the lease. Estimates are made to predict what our unguaranteed lease residual values will be at the end of their lease term. Historically we have not experienced significant losses from overestimating residual values in our leasing portfolio. If these estimates differ significantly from our actual results, there may be an impact to our financial statements.

Results of Operations

 
Net Interest Income
 
2003 as Compared with 2002

      Net interest income for the year ended December 31, 2003 increased 8.7% to $1.298 billion as compared with $1.194 billion for the prior year.

      The increase in net interest income was principally the result of a $4.0 billion, or 15%, increase in average earning assets. The increase in our average earning assets was primarily the result of internal growth in loans, leases and investment securities within Bank of the West and First Hawaiian Bank, as well as the earning assets obtained from UCB contributing for a full year during 2003 versus only nine and one half months during 2002. The increase in average earning assets was partially offset by a 26 basis point reduction in our net interest margin. The continuing effect of historically low interest rates has reduced the yield on earning assets as well as rates paid on sources of funds.

 
2002 as Compared with 2001

      The increase in net interest income was principally the result of an $8.8 billion, or 51%, increase in average earning assets. The increase in our average earning assets was primarily the result of growth in Bank of the West resulting from the UCB acquisition. Also contributing to the increase was First Hawaiian Bank’s

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acquisition of branches in Guam and Saipan from Union Bank of California. The increase in average earning assets was partially offset by a 15 basis-point reduction in our net interest margin.
 
Net Interest Margin
 
2003 as Compared with 2002

      The net interest margin decreased by 26 basis points due primarily to the effects of the decreasing interest rate environment that continued into 2003. While the decreasing rate environment reduced our yield on earning assets by 77 basis points to 5.60% from 6.37%, it also decreased our rate paid on sources of funds by 51 basis points to 1.28% from 1.79%. Consequently, our net interest margin decreased by 26 basis points in 2003. Also offsetting the decrease in the yield on average earning assets, average noninterest-bearing deposits maintained by retail and commercial customers in both banks increased by $1.4 billion, or 25.5%. Higher yielding average domestic time deposits decreased 7.7% due, in part, to maturities of certificates originated in a higher interest rate environment.

 
2002 as Compared with 2001

      The net interest margin decreased by 15 basis points due primarily to the effects of the decreasing interest rate environment mentioned earlier. Although the decreasing rate environment reduced our yield on earning assets by 129 basis points to 6.37% from 7.66%, it also decreased our rate paid on sources of funds by 114 basis points to 1.79% from 2.93%. As a result, our net interest margin decreased by 15 basis points. Partially offsetting the decrease in the yield on average earning assets, average noninterest-bearing deposits increased by $2.5 billion, or 80.4%. The primary reason for the increase was the UCB acquisition in March 2002.

     Average Earning Assets

     2003 as Compared with 2002

      The full-year contribution of earning assets from the UCB acquisition, continuing internal growth of Bank of the West’s loan and lease portfolio and higher levels of investment securities in both Banks, are primarily responsible for the increase in average earning assets. The $2.4 billion, or 10.8%, increase in average total loans and leases was primarily due to increased consumer lending, residential mortgages and the UCB acquisition. As commercial lending was relatively slow in 2003, funds were used to purchase residential mortgages as well as investment securities. Consequently, average total investment securities also increased to $4.9 billion, up $1.6 billion, or 47.8%.

     2002 as Compared with 2001

      The UCB acquisition and the continuing growth of Bank of the West’s loans and leases are primarily responsible for the increase in average earning assets. Average loans increased $7.8 billion, or 53.2%, primarily due to the UCB acquisition. Average total investment securities increased by $1.0 billion, or 45.1%, to $3.3 billion.

     Average Loans and Leases

     2003 as Compared with 2002

      The increase in average loans and leases was primarily due to the full-year contribution of loans acquired through UCB and growth in Bank of the West. Average consumer loans within Bank of the West increased approximately $1.0 billion, or 18.9%, primarily due to growth in financing for autos, recreational vehicles and pleasure boats, while purchases increased the average residential mortgage portfolio. Average loans and leases in First Hawaiian Bank decreased slightly, primarily due to the planned reduction in certain syndicated national credits, partially offset by increased consumer loans.

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     2002 as Compared with 2001

      The increase in average loans and leases was primarily due to the UCB acquisition and growth in Bank of the West. All categories, except lease financing, increased significantly due to the UCB acquisition. Average loans and leases in First Hawaiian Bank decreased, primarily due to the planned reduction in certain syndicated national credits, partially offset by loans and leases acquired from Union Bank of California in the fourth quarter of 2001.

     Average Interest-Bearing Deposits and Liabilities

     2003 as Compared with 2002

      The increase in average interest-bearing deposits and liabilities was primarily due to an increase in average long-term debt and growth in our customer deposit base. Average interest-bearing deposits increased due to the full-year contribution to averages from the UCB acquisition, as well as internal growth in the demand deposit and interest-bearing checking, regular and money market savings portfolios. These increases were partially offset by a decrease in average certificates of deposit. Average short-term borrowings decreased primarily due to the replacement of $800 million of short-term financing, entered into with BNP Paribas in conjunction with the BNP Paribas Merger, with long-term financing in November 2002. The reduction of this short-term borrowing for all of 2003, as opposed to only a portion of 2002, is partially responsible for the decrease in average short-term debt, while increasing average long-term debt. Long-term borrowings from Federal Home Loan Bank also increased average long-term debt.

     2002 as Compared with 2001

      The increase in average deposits and liabilities was principally due to growth in our customer deposit base. Average deposits increased due to the UCB acquisition as well as the Guam and Saipan branches acquired by First Hawaiian Bank from Union Bank of California. Average short-term borrowings increased primarily due to higher Federal Home Loan Bank advances and the $800 million in short-term debt financing for the UCB acquisition. Average long-term debt and capital securities increased primarily due to $1.550 billion in long-term debt, issued to BNP Paribas in conjunction with the BNP Paribas Merger, which was outstanding for all of 2002, as opposed to only a portion of December 2001.

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Table 1: Average Balances, Interest Income and Expense, and Yields and Rates (Taxable-Equivalent Basis)

      The following table sets forth the condensed consolidated average balance sheets, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing deposits and liabilities for the years indicated on a taxable-equivalent basis. The taxable-equivalent adjustment is made for items exempt from Federal income taxes (assuming a 35% tax rate for 2003, 2002 and 2001) to make them comparable with taxable items before any income taxes are applied. Certain information presented in this section combines the Company’s consolidated results of operations from December 20, 2001 to December 31, 2001 with those for the period from January 1, 2001 to December 19, 2001. Financial information for the period from December 20, 2001 through December 31, 2001 was not material.

                                                                               
Year Ended December 31,

2003 2002 2001
Interest Interest Interest
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate









(Dollars in thousands)
ASSETS
Earning assets:
                                                                       
 
Interest-bearing deposits in other banks:
                                                                       
   
Domestic
  $ 7,154     $ 48       0.67 %   $ 4,391     $ 157       3.58 %   $ 8,347     $ 405       4.85 %
   
Foreign
    196,247       2,335       1.19       155,821       2,789       1.79       188,624       8,797       4.66  
     
     
             
     
             
     
         
   
Total interest-bearing deposits in other banks
    203,401       2,383       1.17       160,212       2,946       1.84       196,971       9,202       4.67  
     
     
             
     
             
     
         
 
Federal funds sold and securities purchased under agreements to resell
    200,456       2,379       1.19       258,890       4,401       1.70       226,032       9,360       4.14  
 
Trading assets
    50,598       1,329       2.63       30,018       1,160       3.86                    
 
Investment securities(1):
                                                                       
   
Taxable
    4,845,642       179,810       3.71       3,277,246       154,783       4.72       2,257,162       136,185       6.03  
   
Exempt from Federal income taxes
    15,233       898       5.90       12,529       1,158       9.24       9,366       778       8.31  
     
     
             
     
             
     
         
   
Total investment securities
    4,860,875       180,708       3.72       3,289,775       155,941       4.74       2,266,528       136,963       6.04  
     
     
             
     
             
     
         
 
Loans and leases(2),(3):
                                                                       
   
Domestic
    24,398,117       1,473,302       6.04       21,958,985       1,467,725       6.68       14,238,553       1,138,044       7.99  
   
Foreign
    357,565       24,848       6.95       380,856       28,369       7.45       347,159       30,409       8.76  
     
     
             
     
             
     
         
   
Total loans and leases
    24,755,682       1,498,150       6.05       22,339,841       1,496,094       6.70       14,585,712       1,168,453       8.01  
     
     
             
     
             
     
         
   
Total earning assets
    30,071,012       1,684,949       5.60       26,078,736       1,660,542       6.37       17,275,243       1,323,978       7.66  
     
     
             
     
             
     
         
Non-interest bearing assets:
                                                                       
 
Cash and due from banks
    1,386,492                       1,385,444                       693,489                  
 
Premises and equipment
    462,804                       378,991                       286,914                  
 
Core deposit intangible
    198,681                       201,238                       73,256                  
 
Goodwill
    3,227,064                       3,129,507                       712,198                  
 
Other assets
    552,002                       196,135                       420,341                  
     
                     
                     
                 
   
Total non-interest bearing assets
    5,827,043                       5,291,315                       2,186,198                  
     
                     
                     
                 
   
Total assets
  $ 35,898,055                     $ 31,370,051                     $ 19,461,441                  
     
                     
                     
                 
 
LIABILITIES AND STOCKHOLDER’S EQUITY
Interest-bearing deposits and liabilities:
                                                                       
 
Deposits:
                                                                       
   
Domestic:
                                                                       
     
Interest-bearing demand
  $ 276,309     $ 345       0.12 %   $ 334,522     $ 915       0.27 %   $ 315,997     $ 1,878       0.59 %
     
Savings
    10,195,940       64,906       0.64       8,435,637       94,327       1.12       4,576,588       86,082       1.88  
     
Time
    6,707,813       109,622       1.63       7,265,406       177,137       2.44       6,281,175       298,353       4.75  
   
Foreign
    594,351       5,359       0.90       576,862       9,087       1.58       222,708       6,950       3.12  
     
     
             
     
             
     
         
   
Total interest-bearing deposits
    17,774,413       180,232       1.01       16,612,427       281,466       1.69       11,396,468       393,263       3.45  
 
Short-term borrowings
    1,875,304       21,424       1.14       2,016,947       34,152       1.69       896,405       34,956       3.90  
 
Long-term debt and capital securities
    3,879,639       183,551       4.73       2,541,319       149,712       5.89       1,073,671       78,916       7.35  
     
     
             
     
             
     
         
   
Total interest-bearing deposits and liabilities
    23,529,356       385,207       1.64       21,170,693       465,330       2.20       13,366,544       507,135       3.79  
     
     
     
     
     
     
     
     
     
 
 
Interest rate spread
                    3.96 %                     4.17 %                     3.87 %
Noninterest-bearing deposits
    7,137,066                       5,687,550                       3,153,164                  
Other liabilities
    1,168,446                       1,070,679                       862,404                  
     
                     
                     
                 
   
Total liabilities
    31,834,868                       27,928,922                       17,382,112                  

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Table of Contents

                                                                           
Year Ended December 31,

2003 2002 2001
Interest Interest Interest
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate









(Dollars in thousands)
Stockholder’s equity
  4,063,187
$
35,898,055                     3,441,129
$
31,370,051                     2,079,329
$
19,461,441                  
 
Total liabilities and stockholder’s equity
   
              0.36 %    
              0.41 %    
              0.86 %
 
Impact of noninterest-bearing sources
            1,299,742       4.32 %             1,195,212       4.58 %             816,843       4.73 %
 
Net interest income and margin on total earning assets
            1,304                       820                       329          
 
Tax equivalent adjustment
         
$
1,298,438                    
$
1,194,392                    
$
816,514          
 
Net interest income
                                                                       
             
                     
                     
         


(1)  For the years ended December 31, 2003, 2002, and 2001, average debt investment securities were computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments.
 
(2)  Nonaccruing loans and leases, and loans held-for-sale have been included in the computations of average loan and lease balances.
 
(3)  Interest income for loans and leases include loan fees of $62,716, $53,830 and $37,834 for 2003, 2002 and 2001, respectively.

Table 2:     Analysis of Changes in Net Interest Income (Taxable-Equivalent Basis)

      The following table analyzes the dollar amount of change (on a taxable-equivalent basis) in interest income and expense and the changes in dollar amounts attributable to:

        (a) changes in volume (changes in volume times the prior year’s rate),
 
        (b) changes in rates (changes in rates times the prior year’s volume), and
 
        (c) changes in rate/volume (change in rate times change in volume).

      In this table, the dollar change in rate/volume is prorated to volume and rate proportionately.

      The taxable-equivalent adjustment is made for items exempt from Federal income taxes (assuming a 35% tax rate for 2003, 2002 and 2001) to make them comparable with taxable items before any income taxes are applied.

                                                     
Year Ended December 31,

2003 vs. 2002 2002 vs. 2001


Increase (Decrease) Due to Increase (Decrease) Due to


Net Increase Net Increase
Volume Rate (Decrease) Volume Rate (Decrease)






(In thousands)
INTEREST INCOME
                                               
 
Interest-bearing deposits in other banks:
                                               
   
Domestic
  $ 64     $ (173 )   $ (109 )   $ (159 )   $ (89 )   $ (248 )
   
Foreign
    618       (1,072 )     (454 )     (1,322 )     (4,686 )     (6,008 )
     
     
     
     
     
     
 
   
Total interest-bearing deposits in other banks
    682       (1,245 )     (563 )     (1,481 )     (4,775 )     (6,256 )
     
     
     
     
     
     
 
 
Federal funds sold and securities purchased under agreements to resell
    (865 )     (1,157 )     (2,022 )     1,202       (6,161 )     (4,959 )
     
     
     
     
     
     
 
 
Trading assets
    622       (453 )     169       580       580       1,160  
     
     
     
     
     
     
 
 
Investment securities(1):
                                               
   
Taxable
    63,110       (38,083 )     25,027       52,518       (33,920 )     18,598  
   
Exempt from Federal income taxes
    216       (476 )     (260 )     285       95       380  
     
     
     
     
     
     
 

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Year Ended December 31,

2003 vs. 2002 2002 vs. 2001


Increase (Decrease) Due to Increase (Decrease) Due to


Net Increase Net Increase
Volume Rate (Decrease) Volume Rate (Decrease)






(In thousands)
   
Total investment securities
    63,326       (38,559 )     24,767       52,803       (33,825 )     18,978  
     
     
     
     
     
     
 
 
Loans and leases(2)(3):
                                               
   
Domestic
    154,609       (149,032 )     5,577       539,465       (209,784 )     329,681  
   
Foreign
    (1,679 )     (1,842 )     (3,521 )     2,778       (4,818 )     (2,040 )
     
     
     
     
     
     
 
   
Total loans and leases
    152,930       (150,874 )     2,056       542,243       (214,602 )     327,641  
     
     
     
     
     
     
 
   
Total earning assets
    216,695       (192,288 )     24,407       595,347       (258,783 )     336,564  
     
     
     
     
     
     
 
INTEREST EXPENSE
                                               
 
Deposits:
                                               
   
Domestic:
                                               
     
Interest-bearing demand
    (138 )     (432 )     (570 )     104       (1,067 )     (963 )
     
Savings
    16,917       (46,338 )     (29,421 )     52,710       (44,465 )     8,245  
     
Time
    (12,748 )     (54,767 )     (67,515 )     41,209       (162,425 )     (121,216 )
   
Foreign
    268       (3,996 )     (3,728 )     6,879       (4,742 )     2,137  
     
     
     
     
     
     
 
   
Total interest-bearing deposits
    4,299       (105,533 )     (101,234 )     100,902       (212,699 )     (111,797 )
 
Short-term borrowings
    (2,260 )     (10,468 )     (12,728 )     26,677       (27,481 )     (804 )
 
Long-term debt and capital securities
    67,543       (33,704 )     33,839       89,177       (18,381 )     70,796  
     
     
     
     
     
     
 
   
Total interest-bearing deposits and liabilities
    69,582       (149,705 )     (80,123 )     216,756       (258,561 )     (41,805 )
     
     
     
     
     
     
 
   
Increase (decrease) in net interest income
  $ 147,113     $ (42,583 )   $ 104,530     $ 378,591     $ (222 )   $ 378,369  
     
     
     
     
     
     
 


(1)  For the years ended December 31, 2003, 2002 and 2001, debt investment securities volume was computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments.
 
(2)  Nonaccruing loans and leases, and loans held-for-sale have been included in the computations of volume balances.
 
(3)  Interest income for loans and leases include loan fees of $62,716, $53,830 and $37,834, for 2003, 2002 and 2001, respectively.

 
Noninterest Income

      The following table reflects the key components of the change in noninterest income for the years indicated:

                                                           
2003/2002 2002/2001
Year Ended December 31, Change Change



2003 2002 2001 Amount % Amount %







(Dollars in thousands)
Service charges on deposit accounts
  $ 155,243     $ 139,030     $ 89,175     $ 16,213       11.7 %   $ 49,855       55.9 %
Trust and investment services income
    38,045       37,198       32,330       847       2.3       4,868       15.1  
Other service charges and fees
    137,175       123,760       78,787       13,415       10.8       44,973       57.1  
Securities gains, net
    4,289       1,953       71,797       2,336       119.6       (69,844 )     (97.3 )
Other
    52,572       30,423       36,309       22,149       72.8       (5,886 )     (16.2 )
     
     
     
     
             
         
 
Total noninterest income
  $ 387,324     $ 332,364     $ 308,398     $ 54,960       16.5 %   $ 23,966       7.8 %
     
     
     
     
             
         

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     2003 as compared with 2002

      As detailed in the table above, total noninterest income was $387.3 million, an increase of $55.0 million or 16.5%.

      Service charges on deposit accounts were $155.2 million, an increase of $16.2 million. The increase is primarily attributed to an increase in average deposit balances of approximately 11.7%, higher servicing fee income as a result of repricing efforts in account analysis, higher fee income from overdraft and nonsufficient fund transactions and the full year effect of having acquired UCB deposit accounts in March 2002.

      Other service charges and fees were $137.2 million, an increase of $13.4 million. The increase is primarily due to increased revenue resulting from a concentrated effort in growing the sales of investment products, higher commissions from the issuance of letters of credit, higher merchant services fees resulting from an increase in the number of retail merchant accounts and higher retail sales volume, higher income from debit and credit card transactions as a result of increased utilization of existing and new VISA® and MasterCard® accounts, higher income from fees on commercial loans and higher rental income resulting from surplus properties acquired from UCB.

      Net securities gains totaled $4.3 million, compared to a net gain of $2.0 million. The increase was due to portfolio restructuring activities.

      Other noninterest income totaled $52.6 million, an increase of $22.1 million, partially attributed to higher gains on the sale of lease residual interests, OREO property and miscellaneous assets as well as increased revenue from derivative sale activities and the full year impact of the UCB acquisition.

     2002 as compared with 2001

      As the table above shows in more detail, noninterest income totaled $332.4 million, an increase of $24.0 million or 7.8%.

      Service charges on deposit accounts were $139.0 million, an increase of $49.9 million, primarily due to higher levels of deposits resulting from the expansion of our customer deposit base through the UCB acquisition.

      Trust and investment services income was $37.2 million, an increase of $4.9 million, primarily due to the UCB acquisition.

      Other service charges and fees were $123.8 million, an increase of $45.0 million. The increase is primarily due to higher merchant services fees resulting from higher fee charges, increased volume and more merchant outlets, higher bank card and ATM convenience fee income and higher miscellaneous service fees resulting from the UCB acquisition.

      Net securities gains totaled $2.0 million, a decrease of $69.8 million, primarily due to the $59.8 million gain realized on the recordation as available-for-sale and subsequent sale of Concord EFS, Inc. stock in 2001.

      Other noninterest income totaled $30.4 million, a decrease of $5.9 million, primarily due to reduced gains on the sale of OREO property in 2002 and gains realized on the sale of loans and a leveraged lease in 2001.

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     Noninterest Expense

      The following table reflects the key components of the change in noninterest expense for the years indicated:

                                                           
2003/2002
Year Ended December 31, Change 2002/2001 Change



2003 2002 2001 Amount % Amount %







(In thousands)
Personnel:
                                                       
 
Salaries and wages
  $ 342,985     $ 327,648     $ 207,054     $ 15,337       4.7 %   $ 120,594       58.2 %
 
Employee benefits
    139,198       111,810       72,442       27,388       24.5       39,368       54.3  
     
     
     
     
     
     
     
 
 
Total personnel expense
    482,183       439,458       279,496       42,725       9.7       159,962       57.2  
Occupancy
    87,514       85,821       66,233       1,693       2.0       19,588       29.6  
Outside services
    72,116       66,418       47,658       5,698       8.6       18,760       39.4  
Intangible amortization
    23,054       20,047       43,618       3,007       15.0       (23,571 )     (54.0 )
Equipment
    47,197       48,259       30,664       (1,062 )     (2.2 )     17,595       57.4  
Stationery and supplies
    25,416       29,016       22,004       (3,600 )     (12.4 )     7,012       31.9  
Advertising and promotion
    23,535       27,420       17,066       (3,885 )     (14.2 )     10,354       60.7  
Restructuring and integration
          17,595       3,935       (17,595 )           13,660       347.1  
Other
    131,820       102,040       85,072       29,780       29.2       16,968       19.9  
     
     
     
     
             
         
 
Total noninterest expense
  $ 892,835     $ 836,074     $ 595,746     $ 56,761       6.8 %   $ 240,328       40.3 %
     
     
     
     
             
         

     2003 as compared with 2002

      As the table above shows in detail, total noninterest expense was $892.8 million, an increase of $56.8 million.

      Salaries and wages expenses were $343.0 million, an increase of $15.3 million. The increase is primarily attributable to the full year impact of the acquisition of UCB and normal salary increases.

      Employee benefits expense was $139.2 million, an increase of $27.4 million, primarily due to higher group healthcare insurance, increased incentive compensation, higher pension and retirement plan expense, due to a recognized actuarial loss, and higher worker’s compensation insurance as a result of increased costs as well as the full year impact of UCB.

      Outside services expense was $72.1 million, an increase of $5.7 million, primarily due to higher data processing and contracted services expense resulting from the full year effect of the UCB acquisition.

      Amortization of intangible assets was $23.1 million, an increase of $3.0 million, primarily as a result of the full year amortization of the core deposit intangibles resulting from the acquisition of UCB.

      Advertising and promotion expenses were $23.5 million, a decrease of $3.9 million. The decrease was primarily the result of higher advertising and promotion expenses in 2002 to promote brand recognition and retain the customer base acquired through the acquisition of UCB.

      Other noninterest expense was $131.8 million in 2003, compared to $102.0 million in 2002. The increase is primarily attributable to higher depreciation expense on software incurred as a result of the conversion of UCB operating systems, higher general liability and property insurance, higher co-branded partner fees due to increased transaction volume related to airline branded credit cards, increased charitable contributions, as well as $4.7 million in costs associated with restructuring certain leverage leases in 2003. The increase was partially offset by lower travel and restructuring costs incurred during the UCB integration as well as lower outside legal and professional expense, lower collection and repossession expenses, and lower check printing charges.

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     2002 as compared with 2001

      Total noninterest expense was $836.1 million, an increase of $240.3 million, or 40.3%. The increase is principally attributable to the acquisition of UCB.

      Salaries and wages expenses were $327.6 million, an increase of $120.6 million, primarily due to increased staffing required as a result of the acquisition of UCB.

      Employee benefits expense was $111.8 million, an increase of $39.4 million. The increase includes $4.4 million in costs from participation in the BNPP Discounted Share Purchase Plan in 2002, and lower net periodic pension benefit credits in 2002 resulting from a downturn in investment performance attributable to market conditions.

      Amortization of intangible assets was $20.0 million, a decrease of $23.6 million or 54.0%, resulting from the adoption of a new accounting standard in 2002 that ceased the amortization of goodwill.

      Advertising and promotion expenses were $27.4 million, an increase of $10.4 million or 60.7%, due to a large multi-media advertising campaign related to the acquisition of UCB.

      Restructuring and integration costs were $17.6 million, compared to $3.9 million. The increase is primarily due to acquisition of UCB.

Operating Segments

      As detailed in Note 21 to the Consolidated Financial Statements, our operations are managed principally through our two major bank subsidiaries, Bank of the West and First Hawaiian Bank. Bank of the West operates primarily in California, Oregon, Washington, Idaho, New Mexico and Nevada. It also conducts business nationally through its Consumer Finance Division as well as its Essex Credit Corporation and Trinity Capital subsidiaries. First Hawaiian Bank’s primary base of operations is in Hawaii, Guam and Saipan. It also has significant operations extending to California through its automobile dealer flooring and financing activities.

     Bank of the West

•  Regional Banking

     2003 as Compared with 2002

      The Regional Banking Group’s net income increased $3.6 million in 2003, from $130.5 million in 2002, to $134.1 million. Net interest income increased $9.0 million or 1.9% from last year. This increase included the impact of the acquisition of UCB in March of 2002, offset by interest rate compression. Noninterest income increased $19.4 million, or 13.5%, from 10.9% growth in average deposit balances and repricing of our fee structures. Growth in debit card interchange revenue from increased utilization of existing and new VISA® and MasterCard® accounts contributed to the increase in noninterest income. Noninterest expense increased $29.4 million, or 7.4%, compared to the prior year. Noninterest expense increased in 2003 due to the acquisition of UCB and increases in employee benefit expenses for group insurance. The provision for loan and lease losses decreased $3.9 million or 25.5% from last year due to higher recoveries of previously charged off loans. The growth in deposit balances was driven by core deposits, offset by a decline in certificates of deposits.

     2002 as Compared with 2001

      Net interest income in 2002 grew $220.7 million. The increase was primarily due to an increase in average outstanding loans of $2.9 billion and an increase of $4.9 billion in average deposits, with both increases largely attributable to the acquisition of UCB on March 15, 2002. Additionally, the impact of our transfer pricing methodology on Regional Banking’s core deposits during the declining interest rate environment during much of 2002 resulted in a wider net interest margin. The $56.7 million increase in noninterest income is due to both additional business from the acquired UCB branches and the segment’s organic growth. Noninterest expense increased by $140.7 million, due almost exclusively to additional expenses associated

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with the acquired UCB branches and operations. Noninterest expense required to support the company increased as a result of growth. Average segment assets, loans and deposits increased primarily as a result of the UCB acquisition

•  Commercial Banking

     2003 as Compared with 2002

      Commercial Banking segment’s net income increased to $150.1 million, up $40.6 million, or 37.1%, from $109.5 million. Net interest income increased $52.3 million, or 19.9%. Noninterest income increased $14.9 million, or 48.4%. Noninterest expense increased $18.4 million or 19.0%. The provision for loan and lease losses decreased $15.4 million due to improved credit quality and a large increase in recoveries of loans previously charged off.

      Commercial Banking achieved growth in loans, deposits, and net income due to strong performances in SBA lending, church lending, healthcare, and cash management, as well as the acquisitions of UCB and Trinity Capital. Interest margins on loans and leases decreased, as maturing higher yielding loans and leases were replaced by lower yielding loans and leases. Deposit margins decreased due to a declining interest rate environment. Noninterest income growth was driven by the UCB and Trinity acquisitions, loan prepayment fees, lease servicing, and strong growth in cash management, derivatives, and foreign exchange revenues. Commercial Banking continues to pursue a strategy of leveraging efficiencies gained through the expanded resources resulting from the UCB and Trinity Capital acquisitions, while focusing on niche markets where there is a competitive advantage, such as equipment leasing, SBA lending and church lending.

     2002 as Compared with 2001

      In 2002, with the exception of the provision for loan and lease losses, which approximately doubled over 2001, all income and expense items for this segment increased by over 150%. Balance sheet growth was significant between the two time periods. The majority of these increases is attributable to the acquisition of UCB, which had a large commercial banking portfolio as of the date of acquisition.

      Additional growth was driven by an increase in SBA loans, loans to religious institutions, the health care industry and equipment leasing, including the November 2002 acquisition of Trinity Capital Corporation.

•  Consumer Finance

     2003 as Compared with 2002

      Net income was $63.2 million compared to $56.2 million. Net interest income was $207.1 million, compared to $183.1 million, an increase of 13.1%. This was the result of increased interest income generated from a larger asset base which resulted from higher loan origination volumes. Noninterest income remained flat from 2002. Essex experienced lower production levels in early 2003 as significant focus was placed on relocation of the operations and staffing changes. Noninterest expense increased $4.5 million, or 8.1%. This increase was primarily due to greater staff and occupancy requirements associated with growth in the loan origination and servicing areas. Additionally, increases in the cost of employee benefits and an increase in the use of outside services related to higher production volumes contributed to the higher expenses in 2003.

      The Consumer Finance segment remains very competitive in the indirect lending market and experienced strong production volumes in 2003, which positively impacted the segment’s total assets. Average assets for 2003 were $7.6 billion compared to $6.7 billion, an increase of $0.9 billion, or 13.7% over 2002. This increase is due to both the UCB acquisition that took place in 2002 and increased indirect loan production. The provision for loan and lease losses increased $9.4 million from $45.2 million in 2002 to $54.6 million in 2003. The provision increased in respect to the increase in Consumer Finance’s loan and lease credit exposures.

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     2002 as Compared with 2001

      Net interest income grew approximately $47.8 million due, in part, to the acquisition of UCB. However, the acquisition of UCB had a lesser effect on the operations of this segment than either of the other two Bank of the West operating segments. Structural changes in the automobile finance market significantly impacted auto loan and lease production, decreasing auto lease production from 2001 while increasing that of auto loans, which stayed strong throughout 2002. Recreational vehicles and marine loan production were also up significantly. Margins on new loan production also improved during 2002.

      Noninterest income increased approximately 10.4%. Relocation of the headquarters of Essex Credit from Connecticut to California disrupted service, most notably in the refinance business, and contributed to the gain on sale of loans remaining relatively flat. However, fee income increased significantly.

      Noninterest expense increased 27.7% as a direct result of increased loan production, which required additional staffing, and the UCB acquisition. The increased provision for loan and lease losses reflects the additional losses inherent in a larger loan portfolio.

      Average segment loans for 2002 increased by approximately $1.6 billion over 2001 primarily as a result of the increased loan production, territorial expansion and the UCB acquisition.

     First Hawaiian Bank

•  Retail Banking

     2003 as Compared with 2002

      Net interest income decreased approximately $4.2 million, or 1.8%, primarily due to a decrease in net interest margin. Higher noninterest income, up $4.8 million from the previous year, was primarily due to higher account analysis fees. Noninterest expense increased $6.5 million, primarily the result of higher retirement plan expense. Assets at period end increased $272.0 million, or 8.3%, due to higher commercial loan balances.

     2002 as Compared with 2001

      Net interest income decreased $12.2 million, primarily due to a decrease in net interest margin. Higher noninterest income of $52.3 million, up 5.2%, is primarily due to increased account analysis fees. Noninterest expense decreased $11.7 million, or 6.7%, primarily due to purchase accounting adjustments and termination of an office lease. Assets at period end decreased due to lower balances in commercial loans.

•  Consumer Finance

     2003 as Compared with 2002

      Net interest income increased $13.3 million, or 18.3%, primarily due to higher interest income on mortgage loans. Noninterest income increased $2.3 million primarily due to gain on mortgage loan sales and fee income. Noninterest expense increased $4.0 million primarily due to higher incentive compensation and higher retirement plan expense from the previous year. Assets at period end increased due to higher balances in commercial and real estate mortgage loans.

     2002 as Compared with 2001

      Net interest income increased $7.3 million, or 11.2%, primarily due to increased yield-related loan fees, higher earning assets and higher margins. Noninterest income increased $7.2 million, or 37.1%, primarily due to higher merchant service income and gains on sale of mortgage loans. Assets at period end increased $135.0 million, or 10.1%, primarily due to higher balances in commercial and real estate mortgage loans.

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•  Commercial Banking

     2003 as compared with 2002

      Net interest income for 2003 increased $7.5 million, or 32.2%, primarily due to higher interest income on commercial and mortgage loans. Noninterest income increased $2.0 million, or 32.3%, primarily due to the gain on sale of low-income housing projects and equipment. Noninterest expense increased $1.7 million, or 25.4% primarily due to higher salaries and retirement plan expense.

     2002 as Compared with 2001

      Net interest income increased $4.5 million, or 23.9%, primarily due to higher earning assets. In addition, transfer pricing credits on deferred tax liabilities increased and the provision for loan and lease losses decreased. The increase in net interest income was partially offset by a decrease in noninterest income of $1.6 million, or 20.5%, due to management fees related to the sale of a leveraged lease recognized in 2001. Assets at period end increased $219.0 million, or 26.1%, primarily due to higher commercial loan balances.

Financial Management

     2003 as Compared with 2002

      Net interest income remained flat. Noninterest income increased $2.8 million, or 10.4%, primarily due to higher investment management fees. Investment fees were positively impacted by the economic upturn in the equity markets. Noninterest expense increased $1.4 million, or 5.9%, primarily due to higher employee salaries and benefits.

     2002 as Compared with 2001

      Noninterest income decreased $2.8 million, or 9.5%, primarily due to lower investment management fees. Investment management fees were negatively impacted by the prolonged downturn in the equity markets. Noninterest expense increased $1.1 million, primarily due to higher employee salaries and benefits.

Investment Securities

     Bank of the West

      Bank of the West’s investment purchases focus on two separate objectives.

  •  The primary objective is to purchase securities that have less duration risk and whose cash flow profiles are more stable. Bank of the West purchased short mortgage-backed-securities (MBS) (balloons and hybrid ARMS), asset-backed securities, U.S. Agency debentures, U.S. Treasuries, and collateralized mortgage obligations (private label and U.S. Agency). All purchases have credit ratings that were of the highest investment grade (AAA), with the greatest majority of the purchases having U.S. Agency credit guarantees.
 
  •  A secondary objective with a portion of the investment purchases is to maximize Bank of the West’s net interest spread over its cost of funding within certain risk constraints. To achieve this objective, Bank of the West’s Treasury purchased 20-year and 30-year pass-through-MBS. The investments have U.S. Agency credit guarantees and contain monthly principal and interest payments.

      The main themes supporting the purchases were current cash flows and liquidity. Most of the purchases have current cash flows (principal), which allowed us to assume less reinvestment risk at a time when we felt interest rates would begin to rise. The other theme was to remain very liquid. As such, most of the purchases were within the most liquid of the markets (MBS, Agency, and U.S. Treasury). Non-amortizing purchases were focused on the 3-year or less portion of the yield curve so Bank of the West could take advantage of the steepness of the yield curve.

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     First Hawaiian Bank

      First Hawaiian Bank has the following four objectives for its investment portfolio:

  •  Support its needs for liquidity to fund loans or to meet unexpected deposit runoffs. Liquidity can be met by having investments with relatively short maturities and/or a high degree of marketability.
  •  Act as a vehicle to make meaningful shifts in First Hawaiian Bank’s overall interest rate risk profile.
  •  Provide collateral to secure First Hawaiian Bank’s public funds-taking activities.
  •  Provide maximum level of after-tax earnings consistent with the safety factors of quality, maturity, marketability and risk diversification.

      The recent and relatively large increases in the portfolio are directly related to the high deposit growth that has been experienced over the past two years. Because of the resultant high degree of liquidity that must be invested, the current investment strategy is focused primarily on managing overall interest rate risk and maximizing earnings. First Hawaiian Bank is slightly asset-sensitive and so has concentrated investments in high quality, liquid, fixed-rate securities with average lives in the 2-to 5-year area, taking advantage of the relative steepness of the yield curve while lowering interest rate risk. Asset classes primarily include agencies and Aaa-rated collateralized mortgage obligations and asset-backed securities.

Loans and Leases

      The following table shows balances of the major categories in the loan and lease portfolio as of December 31 for the years ended:

                                                                                     
December 31, 2003 December 31, 2002 December 31, 2001 December 31, 2000 December 31, 1999





Amount % Amount % Amount % Amount % Amount %










(In millions)
Commercial, financial and agricultural
  $ 4,492       17.5 %   $ 4,803       19.9 %   $ 2,388       15.7 %   $ 2,605       18.7 %   $ 2,213       17.7 %
Real estate:
                                                                               
 
Commercial
    5,146       20.0       4,806       19.9       2,957       19.5       2,618       18.8       2,467       19.8  
 
Construction
    953       3.7       972       4.0       464       3.1       406       2.9       408       3.3  
 
Residential
    5,020       19.5       4,749       19.7       2,228       14.7       2,315       16.7       2,341       18.7  
     
     
     
     
     
     
     
     
     
     
 
   
Total real estate loans
    11,119       43.2       10,527       43.6       5,649       37.3       5,339       38.4       5,216       41.8  
     
     
     
     
     
     
     
     
     
     
 
Consumer
    7,345       28.6       6,021       24.9       4,462       29.4       3,593       25.8       2,977       23.8  
Lease financing
    2,417       9.4       2,399       9.9       2,293       15.1       2,038       14.6       1,738       13.9  
Foreign:
                                                                               
 
Commercial and industrial
    63       0.2       86       0.4       81       0.5       66       0.5       65       0.5  
 
Other
    286       1.1       310       1.3       305       2.0       279       2.0       283       2.3  
     
     
     
     
     
     
     
     
     
     
 
   
Total loans and leases
  $ 25,722       100.0 %   $ 24,146       100.0 %   $ 15,178       100.0 %   $ 13,920       100.0 %   $ 12,492       100.0 %
Less allowance for loan and lease losses
    392               384               195               172               161          
     
             
             
             
             
         
   
Total net loans and leases
  $ 25,330             $ 23,762             $ 14,983             $ 13,748             $ 12,331          
     
             
             
             
             
         
Total loans and leases to:
                                                                               
   
Total assets
    67.1 %             69.5 %             70.1 %             75.4 %             74.9 %        
   
Total earning assets
    79.5 %             84.3 %             83.8 %             85.2 %             85.5 %        
   
Total deposits
    97.4 %             98.3 %             99.0 %             98.5 %             97.0 %        

      We continue our efforts to diversify our loan and lease portfolio, both geographically and by industry. Our overall growth in loan and lease volume came primarily from our Mainland United States operations.

      The loan and lease portfolio is the largest component of total earning assets and accounts for the greatest portion of total interest income. Total loans and leases increased by 6.5% at December 31, 2003 over December 31, 2002. The increase was primarily due to increases in the volume of consumer and real estate

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loans with customers taking advantage of the low interest rate environment. Real estate and consumer loans increased 5.6% and 22.0%, or $592 million and $1,323 million, respectively. Commercial, financial and agricultural loans decreased 6.5% from last year. In the context of interest rate trends and the broader economy, we continuously monitor the mix in our loan portfolio.

      Total loans and leases increased by 59.1% at December 31, 2002 over December 31, 2001, primarily due to the commercial, financial and agricultural, commercial real estate, residential real estate and consumer loans acquired through the UCB acquisition. The increase was partially offset by a decrease in the loans in First Hawaiian Bank, resulting primarily from a planned reduction in media and syndicated national credits.

     Commercial, Financial and Agricultural Loans

      As of December 31, 2003, commercial, financial and agricultural loans represented 17.5% of total loans and leases, as compared to 19.9% at December 31, 2002. The decrease was partially due to a planned reduction in First Hawaiian Bank’s media and syndicated national credits. We have also decreased exposures in certain commercial, financial and agricultural loans in response to concentration levels.

      As of December 31, 2002, commercial, financial and agricultural loans totaled 19.9% of total loans and leases, as compared to 15.7% at December 31, 2001. The increase was primarily due to the UCB acquisition.

      We seek to maintain reasonable levels of risk in commercial, financial and agricultural lending by following prudent underwriting guidelines primarily based on cash flow. Most commercial, financial and agricultural loans are collateralized and/or supported by guarantors judged to have adequate net worth. We make unsecured loans to customers based on character, net worth, liquidity and repayment ability.

     Real Estate Loans

      Real estate loans represented 43.2% and 43.6% of total loans and leases at December 31, 2003 and 2002, respectively. We have maintained the concentration of loans in this area primarily through the purchase of pools of residential whole loans and the origination of commercial real estate loans.

      Real estate loans increased $4.9 billion or 86.4% from 2001 to 2002. Real estate loans represented 43.6% and 37.3% of total loans and leases at December 31, 2002 and 2001, respectively. The increase was primarily due to the UCB acquisition.

      We seek to maintain reasonable levels of risk in real estate lending by financing projects selectively, by adhering to prudent underwriting guidelines and by closely monitoring general economic conditions affecting local real estate markets. In purchasing existing residential real estate loans, we are able to diversify our geographic exposure.

      Multifamily and Commercial Real Estate Loans. We analyze each application to assess the project’s economic viability, the loan-to-value ratio of the real estate securing the financing and the underlying financial strength of the borrower. In this type of lending, we will generally: (1) lend no more than 75% of the appraised value of the underlying project or property; and (2) require a minimum debt service ratio of 1.20.

      Single-Family Residential Loans. We will generally lend no more than 80% of the appraised value of the underlying property. Although the majority of our loans adhere to that limit, loans made in excess of that limit are generally covered by third-party mortgage insurance that reduces our equivalent risk to an 80% loan-to-appraised-value ratio.

      Home Equity Loans. We generally lend up to 75% of appraised value or tax assessed value for fee simple properties including senior mortgages. The debt-to-income ratio should not exceed 45% and a good credit history is required.

     Consumer Loans

      Consumer loans consist primarily of open- and closed-end direct and indirect credit facilities for personal, automobile, recreational vehicles, pleasure boats and household purchases. We seek to maintain reasonable

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levels of risk in consumer lending by following prudent underwriting guidelines which include an evaluation of: (1) personal credit history; (2) personal cash flow; and (3) collateral values based on existing market conditions.

      Consumer loans including financing of automobiles, recreational vehicles and pleasure boats, totaled 28.6% of total loans and leases at December 31, 2003 compared to 24.9% in 2002. The balance increased $1.3 billion or 22.0% from last year. This increase is due to confidence in the consumer market and attractive interest rates on consumer lending. Low interest rates on consumer products have also turned consumers away from leasing to purchasing.

      Consumer loans increased $1.6 billion or 34.9% from 2001 to 2002. Balances in this category increased from 2001, primarily due to the UCB acquisition and internal growth in Bank of the West’s indirect loan business.

     Lease Financing

      Lease financing as of December 31, 2003 increased slightly from last year due to an increased volume of leases in Bank of the West generated through its Trinity leasing subsidiary. Lease financing has not increased in proportion to our total portfolio due to a change in consumer preference towards loans and away from leases in automobile financing. As of December 31, 2003, substantially all of our leases for consumer automobiles and commercial equipment were classified as financing leases. Unearned income on financing leases is accreted over the lives of the leases to provide a constant periodic rate of return on the net investment in the lease. We have obtained third party guarantees of the residual values for individual consumer automobile leases and treat them as finance leases. Beginning in February 2004, we will no longer obtain such guarantees on an individual basis for new auto leases as it is no longer cost efficient to do so. New auto leases will be accounted for as operating leases that will be reflected as fixed assets on our balance sheet and will be depreciated over their useful lives, and any related third party guarantees of the residual values will be on a pooled basis. Income from new auto leases will be reported as noninterest income.

      In 2003 lease financing represented 9.4% of total loans and leases as compared to 9.9% in 2002, and 15.1% in 2001. Consumer lease financing is declining in response to the decline in interest rates over the past few years, which has changed consumer preferences away from lease financing.

      Lease-in/lease-out (“LILO”) transactions have recently become an industry-wide issue as the Internal Revenue Service (“IRS”) evaluates whether or not the tax deductions connected with such transactions are allowable for U.S. federal income tax purposes. The Company has entered into several LILO transactions, which have been the subject of an audit by the IRS. In 2003, the IRS determined that the tax deductions associated with many of the Company’s LILO transactions should be disallowed, and the Company expects the IRS to take the same position on the Company’s remaining LILO transactions. The Company continues to believe that it properly reported its LILO transactions and will contest the results of the IRS’s audit. At the present time, the Company cannot predict the outcome of this issue.

     Loan and Lease Concentrations

      Loan and lease concentrations exist when there are loans to multiple borrowers who are engaged in similar activities and thus would be impacted by the same economic or other conditions. At December 31, 2003, we did not have a concentration of loans and leases greater than 10% of total loans and leases which were not otherwise disclosed as a category in the table above.

      The loan and lease portfolio is principally located in California, Hawaii and other states in the Western United States. We also lend, to a lesser extent, nationally and in Guam and Saipan. The risk inherent in the portfolio is dependent upon both the economic stability of the areas in which we lend and the financial well-being and creditworthiness of the borrowers.

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     Loan and Lease Maturities

      The contractual maturities of loans and leases (shown in the table below) do not necessarily reflect the actual maturities of our loan and lease portfolio. In our experience, the average life of residential real estate and consumer loans is substantially less than their contractual terms because borrowers prepay loans.

      In general, the average life of real estate loans tends to increase when current interest rates exceed rates on existing loans. In contrast, borrowers are more likely to prepay loans when current interest rates are below the rates on existing loans. The volume of such prepayments depends upon changes in both the absolute level of interest rates, the relationship between fixed and adjustable-rate loans and the relative values of the underlying collateral. As a result, the average life of our fixed-rate real estate loans has varied widely.

      At December 31, 2003, loans and leases with contractual maturities of over one year were comprised of fixed-rate loans totaling $12.5 billion and floating or adjustable-rate loans totaling $7.8 billion.

      The following table sets forth the contractual maturities of our loan and lease portfolio by category at December 31, 2003. Demand loans are included as due within one year.

                                     
Within After One But After Five
One Year Within Five Years Years Total




(In millions)
Commercial, financial and agricultural
  $ 2,203     $ 1,629     $ 660     $ 4,492  
Real estate:
                               
 
Commercial
    784       2,240       2,122       5,146  
 
Construction
    537       349       67       953  
 
Residential
    278       1,167       3,575       5,020  
Consumer
    952       3,327       3,066       7,345  
Lease financing
    533       1,439       445       2,417  
Foreign
    86       172       91       349  
     
     
     
     
 
   
Total
  $ 5,373     $ 10,323     $ 10,026     $ 25,722  
     
     
     
     
 

Nonperforming Assets and Restructured Loans

      Nonperforming assets and restructured loans are reflected below for the years indicated:

                                                 
Year Ended December 31,

2003 2002 2001 2000 1999





(In thousands)
Nonperforming Assets:
                                       
 
Nonaccrual:
                                       
   
Commercial, financial and agricultural
  $ 66,100     $ 145,920     $ 37,477     $ 43,016     $ 23,226  
   
Real estate:
                                       
     
Commercial
    41,508       48,071       30,587       22,386       33,695  
     
Construction
                      403       14,014  
     
Residential
    8,176       5,460       9,260       12,458       20,214  
     
     
     
     
     
 
       
Total real estate loans
    49,684       53,531       39,847       35,247       67,923  
     
     
     
     
     
 
   
Consumer
    3,634       4,769       6,144       3,257       1,625  
   
Lease financing
    8,038       11,532       9,570       6,532       3,391  
   
Foreign
    6,341       10,088       4,074       5,496       2,162  
     
     
     
     
     
 
       
Total nonaccrual loans and leases
    133,797       225,840       97,112       93,548       98,327  
     
     
     
     
     
 
Other real estate owned and repossessed personal property
    17,387       19,613       22,321       27,479       28,429  
     
     
     
     
     
 
       
Total nonperforming assets
  $ 151,184     $ 245,453     $ 119,433     $ 121,027     $ 126,756  
     
     
     
     
     
 

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Year Ended December 31,

2003 2002 2001 2000 1999





(In thousands)
Past due loans and leases(1):
                                       
 
Commercial, financial and agricultural
  $ 17,545     $ 9,005     $ 11,134     $ 6,183     $ 1,280  
 
Real estate:
                                       
   
Commercial
    7,410       2,952       385       1,987       1,436  
   
Residential
    1,084       5,743       3,770       3,886       8,326  
     
     
     
     
     
 
     
Total real estate loans
    8,494       8,695       4,155       5,873       9,762  
     
     
     
     
     
 
 
Consumer
    2,559       1,984       3,323       3,719       2,043  
 
Lease financing
    127       232       146       113       113  
 
Foreign
    651       1,181       2,023       1,321       4,824  
     
     
     
     
     
 
     
Total past due loans and leases
  $ 29,376     $ 21,097     $ 20,781     $ 17,209     $ 18,022  
     
     
     
     
     
 
Accruing Restructured Loans:
                                       
 
Commercial, financial and agricultural
    60       69       107             371  
 
Real estate:
                                       
   
Commercial
    1,616       4,570       6,301       7,316       24,526  
     
     
     
     
     
 
     
Total real estate loans
    1,616       4,570       6,301       7,316       24,526  
     
     
     
     
     
 
     
Total accruing restructured loans and leases
  $ 1,676     $ 4,639     $ 6,408     $ 7,316     $ 24,897  
     
     
     
     
     
 
Nonperforming assets to total loans and leases and other real estate owned and repossessed personal property (end of year):
                                       
   
Excluding past due loans and leases
    0.59 %     1.02 %     0.79 %     0.87 %     1.01 %
   
Including past due loans and leases
    0.70       1.10       0.92       0.99       1.16  
Nonperforming assets to total assets (end of year):
                                       
   
Excluding past due loans and leases
    0.39       0.71       0.55       0.66       0.76  
   
Including past due loans and leases
    0.47       0.77       0.65       0.75       0.87  


(1)  Represents loans and leases which are past due 90 days or more as to principal and/or interest, are still accruing interest, are adequately collateralized and are in the process of collection.

     Nonperforming Assets

      Nonperforming assets at December 31, 2003 were $151.2 million, or 0.59%, of total loans and leases, other real estate owned (OREO), and repossessed personal property, as compared to 1.02% at December 31, 2002 and 0.79% at December 31, 2001. Nonperforming assets at December 31, 2003 were 0.39% of total assets, compared to 0.71% at December 31, 2002 and 0.55% at December 30, 2001.

     2003 as Compared to 2002

      Total nonaccrual loans and leases decreased $92.0 million. Nonaccrual loans for commercial, financial and agricultural lending decreased $79.8 million. The decrease from the prior year for nonaccruing commercial, financial and agricultural loans was partially due to the resolution of problem relationships, loan sales by Bank of the West and syndicated national credits from First Hawaiian Bank where we received payment or proceeds from loan sales. Total nonaccrual real estate loans have decreased $3.8 million. Within the nonaccrual real estate loan category, decreases in commercial real estate loans of $6.6 million were partially offset by increases in nonaccrual residential real estate loans of $2.7 million. These decreases resulted from the resolution of problem relationships.

      Foreign nonaccruing loans decreased by $3.7 million. Our overall foreign loan portfolio, composed primarily of loans in Guam and Saipan, represents a relatively small component (1.4%) of our total loan portfolio.

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     2002 as Compared to 2001

      Total nonaccrual loans and leases increased $128.7 million. Nonperforming assets increased by $126.0 million. The level of nonperforming loans and leases acquired in the acquisition of UCB is the primary reason for the increase in nonperforming loans and leases from 2001. Nonaccrual loans for commercial, financial and agricultural lending increased $108.4 million. The increase in nonaccruing commercial, financial and agricultural loans resulted from the UCB acquisition and from approximately $40 million of performing syndicated national credits in First Hawaiian Bank being placed on nonaccrual status. Total nonaccruing real estate loans increased $13.7 million. Within the nonaccrual real estate loan category, nonaccruing commercial real estate loans increased $17.5 million. Residential real estate loans decreased $3.8 million primarily due to higher prepayment levels.

      Foreign nonaccruing loans increased by $6.0 million. Most of our foreign loan portfolio is in Guam and Saipan, and is held in the First Hawaiian Bank subsidiary.

      We generally place a loan or lease on nonaccrual status when we believe that collection of principal or interest has become doubtful or when loans and leases are 90 days past due as to principal or interest, unless they are well secured and in the process of collection. We may make an exception to the general 90-day-past-due rule when the fair value of the collateral exceeds our recorded investment in the loan.

      While the majority of consumer loans and leases are subject to our general policies regarding nonaccrual loans, substantially all past-due consumer loans and leases are not placed on nonaccrual status because they are charged off upon reaching a predetermined delinquency status varying from 120 to 180 days, depending on product type.

      When we place a loan or lease on nonaccrual status, previously accrued and uncollected interest is reversed against interest income of the current period. When we receive a cash interest payment on a nonaccrual loan, we apply it as a reduction of the principal balance when we have doubts about the ultimate collection of the principal. Otherwise, we record such payments as income.

      Nonaccrual loans and leases are generally returned to accrual status when they: (1) become current as to principal and interest and have demonstrated a sustained period of payment performance or (2) become both well secured and in the process of collection.

     Loans and Leases Past Due, Still Accruing

     2003 as Compared to 2002

      Loans past due 90 days or more and still accruing interest totaled $29.4 million, an increase of $8.3 million. The increase was primarily in the commercial, financial and agricultural lending category in which past due and still accruing loans increased $8.5 million and the commercial real estate category in which past due and still accruing loans increased $4.5 million. The increase in commercial, financial and agricultural loans was primarily due to a single matured loan. Increases were partially offset by decreases in residential real estate loans of $4.7 million and decreases in foreign loans of $0.5 million.

     2002 as Compared to 2001

      Loans past due 90 days or more and still accruing interest totaled $21.1 million compared to $20.8 million. The increase was primarily due to total real estate which increased $4.5 million with significant increases in commercial and residential loans which increased $2.6 million and $2.0 million, respectively. These increases were partially offset by decreases in the commercial, financial and agricultural loans and consumer loans which decreased $2.1 million and $1.3 million, respectively. All of the loans that are past due 90 days or more and still accruing interest are, in our judgment, adequately collateralized and in the process of collection.

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     Potential Problem Loans

      Other than the loans listed, we were not aware of any significant potential problem loans where possible credit problems of the borrower caused us to seriously question the borrower’s ability to repay the loan under existing terms.

      The following table presents information related to nonaccrual and nonaccrual restructured loans and leases as of December 31, 2003:

                 
Domestic Total


(In thousands)
Interest income which would have been recorded if loans had been current
  $ 5,671     $ 5,671  
Interest income recorded during the year
  $ 5,491     $ 5,491  

Provision and Allowance for Loan and Lease Losses

      The following sets forth the activity in the allowance for loan and lease losses for the years indicated:

                                               
Year Ended December 31,

2003 2002 2001 2000 1999





(Dollars in thousands)
Loans and leases outstanding (end of year)
  $ 25,722,079     $ 24,146,087     $ 15,177,673     $ 13,919,301     $ 12,491,629  
     
     
     
     
     
 
Allowance for loan and lease losses:
                                       
 
Balance at beginning of year
  $ 384,081     $ 194,654     $ 172,443     $ 161,418     $ 158,294  
 
Allowance purchased(1)
          212,660                    
 
Transfer of allowance allocated to securitized loans
                            (1,025 )
 
Provision for loan and lease losses
    81,295       95,356       103,050       60,428       55,262  
 
Loans and leases charged off:
                                       
   
Commercial, financial and agricultural
    38,621       68,497       25,855       8,693       7,715  
   
Real estate:
                                       
     
Commercial
    1,622       3,287       1,193       2,715       6,385  
     
Construction
                      3,480       3,646  
     
Residential
    930       1,307       2,920       6,589       5,539  
   
Consumer
    56,489       50,155       40,076       28,331       27,927  
   
Lease financing
    26,338       22,399       21,658       10,202       9,111  
   
Foreign
    2,498       1,741       1,438       2,121       1,222  
     
     
     
     
     
 
     
Total loans and leases charged off
    126,498       147,386       93,140       62,131       61,545  
     
     
     
     
     
 
 
Recoveries on loans and leases previously charged off:
                                       
   
Commercial, financial and agricultural
    31,843       10,479       1,045       1,954       1,761  
   
Real estate:
                                       
     
Commercial
    568       999       137       178       311  
     
Construction
    132       306       321       751       18  
     
Residential
    1,264       608       618       1,143       1,101  
   
Consumer
    12,041       10,331       7,028       6,261       5,681  
   
Lease financing
    6,429       5,582       2,459       2,018       1,397  
   
Foreign
    544       492       693       423       163  
     
     
     
     
     
 
     
Total recoveries on loans and leases previously charged off
    52,821       28,797       12,301       12,728       10,432  
     
     
     
     
     
 
     
Net charge-offs
    (73,677 )     (118,589 )     (80,839 )     (49,403 )     (51,113 )
     
     
     
     
     
 
 
Balance at end of year
  $ 391,699     $ 384,081     $ 194,654     $ 172,443     $ 161,418  
     
     
     
     
     
 

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Year Ended December 31,

2003 2002 2001 2000 1999





(Dollars in thousands)
Net loans and leases charged off to average loans and leases
    0.30 %     0.53 %     0.56 %     0.37 %     0.42 %
Net loans and leases charged off to allowance for loan and lease losses
    18.81       30.88       41.53       28.65       31.66  
Allowance for loan and lease losses to total loans and leases (end of year)
    1.52       1.59       1.28       1.24       1.29  
Allowance for loan and lease losses to nonaccruing loans and leases (end of year):
                                       
 
Excluding 90 days past due accruing loans and leases
    2.93 x     1.70 x     2.00 x     1.84 x     1.64x  
 
Including 90 days past due accruing loans and leases
    2.40 x     1.56 x     1.65 x     1.56 x     1.39x  


(1)  Allowance for loan and lease losses of $212,660 in 2002 was related to the acquisition of United California Bank and Trinity Capital Corporation.

      As the table above illustrates, the provision for loan and lease losses for 2003 was $81.3 million, a decrease of $14.1 million, or 14.7%, compared to 2002.

      We have allocated a portion of the allowance for loan and lease losses according to the amount deemed to be reasonably necessary to provide for inherent losses within the various loan and lease categories as of December 31 for the years indicated:

                                                                                     
2003 2002 2000 2001 1999





Percent of Percent of Percent of Percent of Percent of
Loans/Leases Loans/Leases Loans/Leases Loans/Leases Loans/Leases
in Each in Each in Each in Each in Each
Category Category Category Category Category
Allowance to Total Allowance to Total Allowance to Total Allowance to Total Allowance to Total
Amount Loans/Leases Amount Loans/Leases Amount Loans/Leases Amount Loans/Leases Amount Loans/Leases










(Dollars in thousands)
Domestic:
                                                                               
 
Commercial, financial and agricultural
  $ 81,248       17.5 %   $ 96,171       19.9 %   $ 42,130       15.7 %   $ 22,185       18.7 %   $ 19,175       17.7 %
 
Real estate:
                                                                               
   
Commercial
    24,189       20.0       22,524       19.9       17,575       19.5       11,030       18.8       10,275       19.8  
   
Construction
    6,016       3.7       4,572       4.0       2,820       3.1       3,780       2.9       4,755       3.3  
   
Residential
    11,995       19.5       9,378       19.7       6,320       14.7       7,055       16.7       12,305       18.7  
   
Consumer
    64,192       28.6       66,388       24.9       45,210       29.4       39,025       25.8       34,200       23.8  
   
Lease financing
    35,512       9.4       19,588       9.9       22,315       15.1       16,295       14.6       12,855       13.9  
Foreign
    9,191       0.2       256       0.4       2,915       0.5       1,400       0.5       850       0.5  
Other
          1.1             1.3             2.0             2.0             2.3  
     
             
             
             
             
         
 
Total Allocated
    232,343       100.0       218,877       100.0       139,285       100.0       100,770       100.0       94,415       100.0  
Unallocated
    159,356               165,204               55,369               71,673               67,003          
     
             
             
             
             
         
 
Total
  $ 391,699             $ 384,081             $ 194,654             $ 172,443             $ 161,418          
     
             
             
             
             
         

      The provision for loan and lease losses is based on management’s judgment as to the adequacy of the allowance for loan and lease losses (the “Allowance”). Management uses a systematic methodology to determine the related provision for loan and lease losses to be reported for financial statement purposes. The determination of the adequacy of the Allowance is ultimately one of management judgment, which includes consideration of many factors such as: (1) the amount of problem and potential problem loans and leases; (2) net charge-off experience; (3) changes in the composition of the loan and lease portfolio by type and

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location of loans and leases; (4) changes in overall loan and lease risk profile and quality; (5) general economic factors; (6) specific regional economic factors; and (7) the fair value of collateral.

      Using this methodology, we allocate the Allowance to individual loans and leases and to categories of loans and leases, representing probable losses based on available information. At least quarterly, we conduct internal credit analyses to determine which loans and leases are impaired. As a result, we allocate specific amounts of the Allowance to individual loan and lease relationships. Each relationship over $1,000,000 and classified substandard or doubtful is evaluated quarterly on a case-by-case basis. Note 1 to the Consolidated Financial Statements describes how we evaluate loans for impairment. Note 8 to the Consolidated Financial Statements details additional information regarding the Allowance and impaired loans.

      Some categories of loans and leases are not subjected to a loan-by-loan credit analysis. Management makes an allocation to these categories based on our statistical analysis of historic trends of impairment and charge-offs of such loans and leases. Additionally, we allocate a portion of the Allowance based on risk classifications of certain loan types. Some of the Allowance is not allocated to specific impaired loans because of the subjective nature of the process of estimating an adequate allowance for loan and lease losses, economic uncertainties and other factors.

      We have made substantial efforts to attempt to mitigate risk within our loan portfolio. While we have not specifically identified credits that are currently losses or potential problem loans (other than those identified in our discussion of nonperforming assets), certain events make it probable that there are losses inherent in our portfolio. These events include:

  •  While the economy within the United States appears to be improving, the economic recovery has not yet fully taken hold and some areas remain sluggish. The unemployment rate remains high and job creation is slower than anticipated. A lack of strength in the labor market could negatively impact one of our key customer groups, consumers, potentially resulting in a detrimental effect on the credit quality of our loan and lease portfolio.
 
  •  Unsettled geopolitical events, including tensions in Iraq and North Korea, could negatively impact the current economic improvement. International disputes and other factors could stall the economic recovery for an indeterminate amount of time, or even prompt a return to economic slowdown in the United States.
 
  •  Energy costs are increasing due to tension in the Middle East. As we experienced during the energy crisis in California a few years ago, higher energy costs can negatively impact the economic conditions of the markets we serve.
 
  •  California is one of our key geographical markets. The economic slowdown experienced in recent years was particularly severe in the technology field, which is heavily based in California. The Californian economic slowdown, and other external factors including the previously mentioned energy crisis, contributed to the State experiencing a substantial budget deficit. Actions the State may, or may not, take to address its deficit issue could affect the customers the Company serves or the Company directly.

      We will continue to closely monitor the current and potential impact that these factors have on our loan and lease portfolio. Worsening economic conditions may warrant additional amounts for the provision for credit losses in future periods.

 
Net Charge-Offs
 
2003 as Compared to 2002

      Net charge-offs were $73.7 million, a decrease of $44.9 million. Total loans and leases charged off decreased $20.9 million. This decrease was primarily due to a $29.9 million decrease in charge-offs for commercial, financial and agricultural loans partially offset by increases of $6.3 million in consumer loan charge-offs, which was primarily due to the increased size of the overall consumer loan portfolio, and $3.9 million in lease financing charge-offs. Recoveries increased by $24.0 million. Charge-offs were higher

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primarily due to charge-offs required in late March 2002 on the UCB portfolio. These charge-offs were contested with UFJ and settled in the first quarter of 2003, resulting in $13.6 million of recoveries primarily in commercial, financial and agricultural loans. For more information on this see Item 1, Note 2 (Mergers and Acquisitions) to the financial statements.

      Net charge-offs were 0.30% of average loans and leases compared to 0.53%.

 
2002 as Compared to 2001

      Net charge-offs increased by $37.8 million primarily due to the larger loan portfolio in Bank of the West resulting from the UCB acquisition. Commercial, financial and agricultural charge-offs increased $42.6 million primarily due to higher charge-offs recorded in late March 2002 on the UCB portfolio. Consumer charge-offs increased $10.1 million due to higher losses inherent in our larger consumer loan portfolio and the effects of the struggling national and regional economy from the previous year. These increases were partially offset by an increase in recoveries in commercial, financial and agricultural loans of $9.4 million, consumer loans of $3.3 million, and lease financing of $3.1 million.

 
Allowance for Loan and Lease Losses
 
2003 as Compared to 2002

      The allowance for loan and lease losses was $391.7 million, an increase of $7.6 million. The provision for loan and lease losses is based upon our judgment as to the adequacy of the allowance for loan and lease losses to absorb probable losses inherent in the portfolio as of the balance sheet date. The Company uses a systematic methodology to determine the adequacy of the Allowance and related provision for loan and lease losses to be reported for financial statement purposes. The determination of the adequacy of the Allowance is ultimately one of judgment, which includes consideration of many factors, including, among other things, the amount of problem and potential problem loans and leases, net charge-off experience, changes in the composition of the loan and lease portfolio by type and location of loans and leases and in overall loan and lease risk profile and quality, general economic factors and the fair value of collateral.

      The Allowance increased to 2.93 times nonaccruing loans and leases (excluding 90 days or more past due accruing loans and leases) from 1.70 times primarily due to higher risk factors inherent in UCB’s commercial and commercial real estate portfolios.

 
2002 as Compared to 2001

      The allowance for loan and lease losses was $384.1 million compared to $194.7 million. The percentage of the Allowance compared to total loans and leases increased from 1.28 to 1.59, primarily due to the allowance acquired as part of the UCB acquisition. The ratio of the Allowance to nonperforming loans and leases decreased to 1.70x compared to 2.00x. The decrease is primarily attributable to an increase in nonperforming loans and leases at December 31, 2002. Nonperforming loans and leases increased due to the UCB acquisition and the addition of approximately $40 million of performing syndicated national credits in First Hawaiian Bank that were placed on nonaccrual status as a result of a shared national credit review.

      In our judgment, the Allowance was adequate to absorb losses inherent in the loan and lease portfolio at December 31, 2003. However, changes in prevailing economic conditions in our markets could result in changes in the level of nonperforming assets and charge-offs in the future and, accordingly, changes in the Allowance. We will continue to closely monitor economic developments and make necessary adjustments to the Allowance accordingly.

Deposits

      Deposits are the largest component of our total liabilities and account for the greatest portion of total interest expense. At December 31, 2003, total deposits were $26.4 billion, an increase of 7.5% over December 31, 2002. The increase was primarily due to the growth in our customer deposit base, primarily in Bank of the West, as well as various deposit product programs that we initiated. The decrease in all of the rates

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paid on deposits reflects the lower interest rate environment, caused primarily by rate decreases by the Federal Reserve’s Open Market Committee. Additional information on our average deposit balances and rates paid is provided in Table 1: Average Balances, Interest Income and Expense, and Yields and Rates (Taxable-Equivalent Basis).

Capital

      BancWest uses capital to fund organic growth and acquire banks and other financial services companies. In 2003, no dividends were paid.

Income Taxes

      The provision for income taxes as shown in the Consolidated Statements of Income represents 38.3%, 39.3%, and 40.2% of pre-tax income for 2003, 2002 and 2001, respectively. Additional information on our consolidated income taxes is provided in Note 20 to the Consolidated Financial Statements.

Off-Balance-Sheet Arrangements

 
Commitments and Guarantees

      In the normal course of business, we are a party to various off-balance-sheet commitments entered into to meet the financing needs of our customers. These financial instruments include commitments to extend credit; standby and commercial letters of credit; and commitments to purchase or sell foreign currencies. These commitments involve, to varying degrees, elements of credit, interest rate and foreign exchange rate risks. We also enter into commitments which provide funding for our balance sheet and operations. These commitments include time deposits, short-term and long-term borrowings, leases and other financial obligations.

      The Company issues standby letters of credit, which include performance and financial guarantees, on behalf of customers in connection with contracts between the customers and third parties whereby the Company assures that the third parties will receive specified funds if customers fail to meet their contractual obligations. Standby letters of credit totaled $667.7 million at December 31, 2003, including financial guarantees of $543.3 million that the Company had issued or in which it purchased participations. A major portion of all fees received from the issuance of standby letters of credit are deferred and, at December 31, 2003, were immaterial to the Company’s financial statements. If the counterparty to a commitment to extend credit or to a standby or commercial letter of credit fails to perform, our exposure to loan and lease losses would be the contractual notional amount. Since these commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flows. For more information on our credit extension commitments please refer to the Company’s 2003 Annual Report, Notes to Consolidated Financial Statements Note 7, Loans and Leases.

      The Company enters into indemnification agreements in the ordinary course of business under which the Company agrees to indemnify third parties against any damages, losses and expenses incurred in connection with legal and other proceedings arising from relationships or transactions with the Company. These relationships or transactions include those arising from service as a director or officer of the Company, underwriting agreements relating to the Company’s securities, securities lending, acquisition agreements, and various other business transactions or arrangements. Because the extent of the Company’s obligations under these indemnification agreements depends entirely upon the occurrence of future events, the Company’s potential future liability under these agreements is not determinable.

 
Retained or Contingent Interests

      BancWest has provided liquidity facilities for our SBA loans. We retained a portion of the interest in the loans providing a cushion to the senior interests in the event that a portion of the receivables becomes uncollectible. Total outstanding risk is $5.0 million and has been recorded on the bank’s Condensed Consolidated Financial Statements.

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      While not a major liquidity source, the Company sells residential mortgages and other loans and has in prior years sold securitized mortgage loans. Retained interests in securitized assets including debt securities, are initially recorded at their allocated carrying amounts based on the relative fair value of assets sold and retained. Retained interests in I/O strips are subsequently carried at fair value, which is generally estimated based on the present value of expected cash flows, calculated using management’s best estimates of key assumptions, including loan and lease losses, loan repayment speeds and discount rates commensurate with risks involved. Gains and losses on sales are recorded in noninterest income.

      While the Company services residential mortgage loans, mortgage loan servicing rights are immaterial.

      Off-balance-sheet agreements are subject to the same credit and market risk limitations as those recorded on the balance sheet. Our testing to measure and monitor this risk, using net interest income simulations and market value of equity analysis, is usually conducted quarterly.

Contractual Obligations

      The following table provides the amounts due under specified contractual obligations for the periods indicated as of December 31, 2003:

                                             
Less Than One to Three to More Than
One Year Three Years Five Years Five Years Total





(In millions)
Credit Extension Commitments:
                                       
 
Commitments to fund loans
  $ 3,775     $ 3,531     $ 320     $ 76     $ 7,702  
 
Commitments under letters of credit
    568       84       74       26       752  
     
     
     
     
     
 
   
Total
  $ 4,343     $ 3,615     $ 394     $ 102     $ 8,454  
     
     
     
     
     
 
Other Commitments:
                                       
 
Time deposit maturities
    5,875       1,055       137       7       7,074  
 
Borrowings
    3,479       402             2,711       6,592  
 
Capital lease obligations
                1       1       2  
 
Operating lease obligations
    71       86       52       102       311  
 
Purchase obligations
    72       51       9       9       141  
 
Other liabilities
    17       32       29       287       365  
     
     
     
     
     
 
   
Total
  $ 9,514     $ 1,626     $ 228     $ 3,117     $ 14,485  
     
     
     
     
     
 

      We have contractual obligations to make future payments on debt and lease agreements. Additionally, in the normal course of business, we enter into contractual arrangements whereby we commit to future purchases of products or services from unaffiliated parties. Obligations that are legally binding agreements whereby we agree to purchase products or services with a specific minimum quantity defined at a fixed, minimum or variable price over a specified period of time are defined as purchase obligations. These obligations are categorized by their contractual due dates. Many of the commitments related to letters of credit or commitments to fund loans are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. We may, at our option, prepay certain borrowings prior to their maturity date.

      The most significant of our vendor contracts include communication services, marketing and software contracts. Other liabilities include our obligations related to funded pension plans. Obligations to these plans are based on the current and projected obligations of the plans and performance of the plans’ assets. The “Other” category also includes a commitment to pay Trinity two payments of $1.5 million each in finalizing the purchase agreement, one payment in 2004 and the second payment in 2006.

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Liquidity Management

      Liquidity refers to our ability to provide sufficient short- and long-term cash flows to fund operations and to meet obligations and commitments, including depositor withdrawals and debt service, on a timely basis at reasonable costs. We achieve our liquidity objectives with both assets and liabilities. Further, while liquidity positions are managed separately by the Company and its two subsidiary Banks, both short-term and long-term activities are usually coordinated between the two subsidiary Banks.

      We obtain short-term, asset-based liquidity through our investment securities portfolio and short-term investments which can be readily converted to cash. These liquid assets consist of cash and due from banks, interest-bearing deposits in other banks, Federal funds sold, trading assets, securities purchased under agreements to resell, available-for-sale investment securities and loans held for sale. Such assets represented 21.3% of total assets at the end of 2003 compared to 18.0% at the end of 2002

      Intermediate- and longer-term asset liquidity is primarily provided by regularly scheduled maturities and cash flows from our loans and investment securities. Additional liquidity is available from certain assets that can be sold, securitized or used as collateral for borrowings from the Federal Home Loan Bank such as consumer and mortgage loans.

      We obtain short-term, liability-based liquidity primarily from deposits. Average total deposits for 2003 increased 11.7% to $24.9 billion, primarily due to continued expansion of our customer base in the Western United States. Average total deposits funded 69% of average total assets for 2003 and 71% in 2002.

      We also obtain short-term and long-term liquidity from ready access to regional and national wholesale funding sources, including purchasing Federal funds, selling securities under agreements to repurchase, lines of credit from other banks and credit facilities from the Federal Home Loan Banks. The following table reflects immediately available borrowing capacity at the Federal Reserve Discount Window and the Federal Home Loan Banks and securities available for selling under repurchase agreements:

                   
December 31,

2003 2002


(In millions)
Federal Reserve Discount Window
  $ 574     $ 688  
Federal Home Loan Banks
    1,679       953  
Securities Available for Repurchase Agreements
    2,987       1,914  
     
     
 
 
Total
  $ 5,240     $ 3,555  
     
     
 

      Additional information on short-term borrowings is provided in Note 12 to the Consolidated Financial Statements. Offshore deposits in the international market provide another available source of funds.

      Funds taken in the intermediate- and longer-term markets are structured to avoid concentration of maturities and to reduce refinancing risk. We also attempt to diversify the types of instruments issued to avoid undue reliance on any one market or funding source.

      Liquidity for the parent company is primarily provided by dividend and interest income from its subsidiaries. Short-term cash requirements are met through liquidation of short-term investments. Longer-term liquidity is provided by access to the capital markets or from transactions with our parent company, BNP Paribas.

      Our ability to pay dividends depends primarily upon dividends and other payments from our subsidiaries, which are subject to certain limitations as described in Note 16 to the Consolidated Financial Statements.

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      Our borrowing costs and ability to raise funds are a function of our credit ratings and any change in those ratings. The following table reflects the ratings of Bank of the West and First Hawaiian Bank:

                 
Bank of the West/First Hawaiian Bank

Short-Term Deposit Long-Term Deposit


Moody’s
    P-1       Aa3  
S & P
    A-1       A+  
Fitch, Inc.
    F1+       AA-  
 
Cash Flows

      The following is a summary of our cash flows for 2003, 2002 and 2001. (There is more detail in the Consolidated Statements of Cash Flows.)

                         
Year Ended December 31,

2003 2002 2001



(In thousands)
Net cash and cash equivalents provided by operating and financing activities
  $ 3,704,741     $ 3,876,824     $ 814,381  
Net cash and cash equivalents used in investing activities
  $ 3,726,365     $ 2,763,606     $ 920,855  
     
     
     
 

      The decrease in cash and cash equivalents during 2003 was primarily due to increased loan volume, through direct origination and loan purchases, as well as the purchase of investment securities. The increases in these portfolios were primarily funded by an increase in customer deposits of $1.8 billion, through internal growth and additional borrowings. The increase during 2002 was primarily due to the proceeds of $1.6 billion from the issuance of common stock and $800 million in proceeds from the repurchase agreement.

      For the year ended December 31, 2001, due primarily to increased loan volume and purchases of investment securities, net cash and cash equivalents decreased by $106.5 million compared to the year ended 2000. The net cash provided by operating and financing activities in 2001 was used principally to fund earning asset growth.

Credit Management

      Our approach to managing exposure to credit risk involves an integrated program of setting appropriate standards for credit underwriting and diversification, monitoring trends that may affect the risk profile of the credit portfolio and making appropriate adjustments to reflect changes in economic and financial conditions that could affect the quality of the portfolio and loss probability. The components of this integrated program include:

  •  Setting Underwriting and Grading Standards. Our loan grading system uses ten different principal risk categories where “1” is “no risk” and “10” is “loss”. We continue efforts to decrease our exposure to customers in the weaker credit categories. The cost of credit risk is an integral part of the pricing and evaluation of credit decisions and the setting of portfolio targets.
 
  •  Diversification. We actively manage our credit portfolio to avoid excessive concentration by obligor, risk grade, industry, product and geographic location. As part of this process, we also monitor changes in risk correlation among concentration categories. In addition, we seek to reduce our exposure to concentrations by actively participating portions of our commercial and commercial real estate loans to other banks.
 
  •  Risk Mitigation. Over the past few years, we have reduced our exposure to higher-risk areas such as real estate construction, Hawaii commercial real estate, health care, hotel and agricultural loans.
 
  •  Participation in Syndicated National Credits. In addition to providing back-up commercial paper facilities to primarily investment-grade companies, we participate in media finance credits in the national market. At December 31, 2003, there were no shared national credits which were nonperform-

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  ing. We are in the process of decreasing our participation in syndicated national credits as part of a planned reduction.
 
  •  Emphasis on Consumer Lending. Consumer loans represent our single largest category of loans and leases. We focus our consumer lending activities on loan grades with what we believe are predictable loss rates. As a result, we are able to use formula-based approaches to calculate appropriate reserve levels that reflect historical loss experience. We generally do not participate in subprime lending activities. We also seek to reduce our credit exposures where feasible by obtaining third-party insurance or similar protections. For example, in our vehicle lease portfolio (which represents approximately 51.6% of our lease financing portfolio and 12.8% of our combined lease financing and consumer loans at December 31, 2003), we obtain third-party insurance for the estimated residual value of the leased vehicle. To the extent that these policies include deductible values, we set aside reserves to cover the uninsured portion.

Recent Accounting Standards

      We have adopted numerous new or modifications to existing standards, rules or regulations promulgated by various standard setting and regulatory bodies. Chief among these are the Federal financial institutions regulators, the SEC and the FASB. The following section highlights important developments in the area of accounting and disclosure requirements. This discussion is not intended to be a comprehensive listing of the impact of all standards and rules adopted.

      In December 2003 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 132 (revised 2003) Employers’ Disclosures about Pensions and Other Postretirement Benefits (SFAS 132 (revised 2003)), an amendment of FASB Statements No. 87, Employers’ Accounting for Pensions, No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement retains the disclosure requirements contained in FASB Statement No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, which it replaces. It requires additional disclosures to those in the original Statement 132 about describing the types of plan assets, investment strategy, measurement date(s), plan obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. This Statement amends APB Opinion No. 28, Interim Financial Reporting, to require interim-period disclosure of the components of net periodic benefit cost and, if significantly different from previously disclosed amounts, the amounts of contributions and projected contributions to fund pension plans and other postretirement benefit plans. This Statement is effective for fiscal years ending after December 15, 2003. The interim-period disclosures required by this Statement are effective for interim periods beginning after December 15, 2003. Disclosure of information about foreign plans and estimated future benefit payments required by SFAS 132 (revised 2003) shall be effective for fiscal years ending after June 15, 2004. The adoption of SFAS 132 (revised 2003) required enhanced disclosure and did not impact our consolidated financial position, results of operations or cash flows. Please refer to Note 17 for details on our pension plans and other postretirement benefit plans.

      In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for the classification and measurement of financial instruments with characteristics of both liabilities and equity. Statement 150 affects the issuer’s accounting for certain types of freestanding financial instruments that, under previous guidance, issuers could account for as equity. SFAS 150 requires that those instruments be classified as liabilities in statements of financial position. SFAS 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. In addition to its requirements for the classification and measurement of financial instruments in its scope, SFAS 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of entities, all of whose shares are mandatorily redeemable. SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this standard did not have a material impact on our consolidated financial position, results of operations or cash flows.

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      In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149). This Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting. SFAS 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. This statement is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our consolidated financial position, results of operations or cash flows.

      In January 2003, the FASB issued Financial Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51. FIN 46 establishes new guidance on the accounting and reporting for the consolidation of variable interest entities. The principal objective of FIN 46 is to require the primary beneficiary of a variable interest entity to consolidate the variable interest entity’s assets, liabilities and results of operations in the entity’s own financial statements. The Company adopted the consolidation provisions of FIN 46 on July 1, 2003 consolidating one variable interest entity formed prior to February 1, 2003. However in December 2003, our relationship with this variable interest entity changed and it is no longer being consolidated. In the fourth quarter of 2003, BancWest also ceased consolidating two trusts, which were included in the consolidated financial statements presented prior to October 1, 2003. In December 2003, the FASB issued Financial Interpretation No. (FIN) 46 (Revised December 2003), Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51 (FIN 46R). The application of FIN 46R replaces FIN 46 and applies to companies who have not adopted FIN 46 with variable interest entities for financial statements periods ending after December 15, 2003. The Company has reviewed the provisions of FIN 46R and does not anticipate any material impact on our consolidated financial position, results of operations or cash flows. Please refer to Note 5, Financial Interpretation No. 46: Consolidation of Variable Interest Entities for details.

      In November 2002, the FASB issued FIN 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others — An Interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. FIN 45 requires that a guarantor disclose the nature of the guarantee, the maximum potential amount of future payments under guarantee, the carrying amount of the liability, and the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. FIN No. 45 also requires a guarantor to recognize, at the inception of the guarantee, a liability for the fair value of the obligations it has undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of FIN 45 did not have a material impact on our consolidated financial position, results of operations or cash flows.

      In October 2002, the FASB issued SFAS 147, Acquisitions of Certain Financial Institutions, an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9. SFAS 147 requires that entities account for the acquisition of all or part of a financial institution that meets the definition of a business combination in accordance with SFAS 141, Business Combinations. As a result, these acquisitions are removed from the scope of SFAS 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions and FIN 9, Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a Similar Institution is Acquired in a Business Combination Accounted for by the Purchase Method. SFAS 147 also amends SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to include in its scope certain customer-relationship intangible assets of financial institutions. SFAS 147’s provisions relating to the method of accounting to be used for acquisitions of financial institutions are effective for acquisitions for which the date of the acquisition is on or after October 1, 2002. SFAS 147’s provisions relating to the impairment or disposal of long-term customer relationship intangible assets of financial institutions was effective on October 1, 2002. The adoption of SFAS 147 did not have a material effect on the Company’s Consolidated Financial Statements.

      In September 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or

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disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The principal difference between SFAS 146 and EITF Issue No. 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF Issue No. 94-3, a liability for an exit cost, as defined in EITF Issue No. 94-3, was recognized at the date of an entity’s commitment to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 did not have a material effect on the Company’s Consolidated Financial Statements.
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk Measurement and Management

      Interest rate risk, one of the leading risks in terms of potential earnings impact, is an inescapable part of being a financial intermediary. The Company’s net interest income is subject to interest rate risk to the extent our interest-bearing liabilities (primarily deposits and borrowings) mature or reprice on a different basis than its interest-earning assets (primarily loans and leases and investment securities). When interest-bearing liabilities mature or reprice more quickly than interest-earning assets during a given period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, a decrease in interest rates could have a negative impact on net interest income. In addition, the impact of interest rate swings may be exacerbated by factors such as our customers’ propensity to manage their demand deposit balances more or less aggressively or to refinance mortgage and other consumer loans depending on the interest rate environment. Short and long-term market rates may change independent of each other resulting in changes to the slope and absolute level of the yield curve.

      The Asset/ Liability Committees of the Company and our major subsidiaries are responsible for managing interest rate risk. The Asset/ Liability Committees generally meet monthly or quarterly. The committees may recommend changes to a particular subsidiary’s interest rate profile to their respective Board of Directors, should changes be necessary and depart significantly from established policies.

      Our exposure to interest rate risk is managed primarily by taking actions that impact certain balance sheet accounts (e.g., lengthening or shortening maturities in the investment portfolio, changing asset and/ or liability mix — including increasing or decreasing the amount of fixed and/ or variable instruments held by the Corporation — to adjust sensitivity to interest rate changes) and/ or utilizing instruments such as interest rate swaps, caps, floors, options or forwards.

      Derivatives entered into for trading purposes include commitments to purchase and sell foreign currencies and mortgage-backed securities as well as certain interest rate swaps and options. We also enter into customer accommodation interest rate swaps and foreign exchange spot and forward contracts as well as contracts to offset either the customer’s counter-position or our foreign currency denominated deposits. These contracts basically offset each other and they do not expose us to material losses resulting from interest rate or foreign currency fluctuations.

      The Company and its subsidiaries use computer simulation models to evaluate net interest income in order to quantify exposure to changes in interest rates. Generally, the size of the balance sheet is held relatively constant and then subjected to interest rate shocks up in 100-basis-point increments and down in a 50 basis-point increment. Each account-level item is repriced according to its respective contractual characteristics, including any embedded options which might exist (e.g., periodic interest rate caps or floors or loans and leases which permit the borrower to prepay the principal balance of the loan or lease prior to maturity without penalty). Derivative financial instruments such as interest rate swaps, caps or floors are included as part of the modeling process. For each interest rate shock scenario, net interest income over a 12-month horizon is compared against the results of a scenario in which no interest rate change occurs (flat rate scenario) to determine the level of interest rate risk at that time.

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      The projected impact of incremental increases and a 50 basis-point decrease in interest rates on the Company’s consolidated net interest income over the 12 months beginning January 1, 2004 is shown below.

                                         
+3% +2% +1% Flat -0.5%





(Dollars in millions)
Net interest income
    1,306.0       1,313.9       1,321.7       1,333.5       1,329.3  
Difference from flat
    (27.5 )     (19.6 )     (11.8 )           (4.2 )
% variance
    (2.1 )%     (1.5 )%     (0.9 )%     (0.0 )%     (0.3 )%

      Because of the absolute low level of interest rates in 2003, modeling a 200 and 100-basis-point decrease was deemed impractical. The changes in the models are due to differences in interest rate environments which include the absolute level of interest rates, the shape of the yield curve, and spreads between various benchmark rates.

Significant Assumptions Utilized and Inherent Limitations

      The significant net interest income changes for each interest rate scenario presented above include assumptions based on accelerating or decelerating mortgage and non-mortgage consumer loan prepayments in declining or rising scenarios, respectively, and adjusting deposit levels and mix in the different interest rate scenarios. The magnitude of changes to both areas in turn are based upon analyses of customers’ behavior in differing rate environments. However, these analyses may differ from actual future customer behavior. For example, actual prepayments may differ from current assumptions as prepayments are affected by many variables which cannot be predicted with certainty (e.g., prepayments of mortgages may differ on fixed and adjustable loans depending upon current interest rates, expectations of future interest rates, availability of refinancing, economic benefit to borrower, financial viability of borrower, etc.).

      As with any model for analyzing interest rate risk, certain limitations are inherent in the method of analysis presented above. For example, the actual impact on net interest income due to certain interest rate shocks may differ from those projections presented should market conditions vary from assumptions used in the analysis. Furthermore, the analysis does not consider the effects of a changed level of overall economic activity that could exist in certain interest rate environments. Moreover, the method of analysis used does not take into account the actions that management might take to respond to changes in interest rates because of inherent difficulties in determining the likelihood or impact of any such response.

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      The following estimated net fair value amounts of interest rate derivatives held for trading purposes have been determined by the Company using available market information and appropriate valuation methodologies:

                                                                           
December 31, 2003

Maturity Range

Gross
Net Fair Positive Notional After
Interest Rate Contracts Value Value Amount 2004 2005 2006 2007 2008 2008










(Dollars in millions)
Pay-Fixed Swaps:
                                                                       
 
Contractual Maturities
    (11,444 )     4,645       731,437       115,683       93,667       28,161       41,839       98,163       353,924  
 
Weighted Avg. Pay Rates
                    3.94       2.84       2.87       5.06       5.27       4.57       4.38  
 
Weighted Avg. Receive Rates
                    2.00       1.12       1.32       2.02       2.68       3.94       1.91  
Receive-Fixed Swaps:
                                                                       
 
Contractual Maturities
    16,491       17,234       624,388       114,783       91,632       19,740       26,080       98,163       273,990  
 
Weighted Avg. Pay Rates
                    1.52       1.12       1.14       1.05       1.10       3.94       1.10  
 
Weighted Avg. Receive Rates
                    4.01       2.92       3.01       5.40       5.63       4.79       4.55  
Pay & Receive Variable Swaps:
                                                                       
 
Contractual Maturities
    177       234       19,193                   5,193                   14,000  
 
Weighted Avg. Pay Rates
                    1.89                   1.68                   1.97  
 
Weighted Avg. Receive Rates
                    1.75                   0.49                   2.30  
Caps/ Collars
                                                                       
 
Contractual Maturities
          187       65,664       39,550       26,114                          
 
Weighted Avg. Strike Rates
                    5.64       5.47       5.89                          
 
Weighted Floor Rates
                    3.38       3.38       3.38                          
     
     
     
                                                 
Total interest rate swaps held for trading purposes
  $ 5,224     $ 22,300     $ 1,440,682                                                  
     
     
     
                                                 

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT AUDITORS

To the Stockholder

BancWest Corporation

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in stockholder’s equity and cash flows present fairly, in all material respects, the consolidated financial position of BancWest Corporation and its subsidiaries (a wholly-owned subsidiary of BNP Paribas) at December 31, 2003, and 2002, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2003, and for the period from December 20, 2001, to December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 2 to the consolidated financial statements, on November 1, 1998, BNP Paribas acquired approximately 45% of the Company’s outstanding common stock. On December 20, 2001, BNP Paribas acquired the remaining shares of the Company’s outstanding common stock that it did not already own. The consolidated financial statements for the periods subsequent to December 19, 2001, have been prepared on the basis of accounting arising from these acquisitions. The consolidated financial statements for the period from January 1, 2001, to December 19, 2001 are presented on the Company’s previous basis of accounting.

(PRICEWATERHOUSECOOPERS LLP)

San Francisco, California

March 1, 2004, except for Note 26, as to
which the date is March 16, 2004

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To the Stockholders

BancWest Corporation

      In our opinion, the accompanying consolidated statements of income, changes in stockholders’ equity and cash flows present fairly, in all material respects, the consolidated results of operations and cash flows of BancWest Corporation and its subsidiaries for the period from January 1, 2001, to December 19, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      As discussed in Note 2 to the consolidated financial statements, on November 1, 1998, BNP Paribas acquired approximately 45% of the Company’s outstanding common stock. On December 20, 2001, BNP Paribas acquired the remaining shares of the Company’s outstanding common stock that it did not already own. The consolidated financial statements for the periods subsequent to December 19, 2001, have been prepared on the basis of accounting arising from these acquisitions. The consolidated financial statements for the period from January 1, 2001 to December 19, 2001, are presented on the Company’s previous basis of accounting.

(PRICEWATERHOUSECOOPERS LLP)

Honolulu, Hawaii

January 16, 2002

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BANCWEST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

                                   
Company Predecessor


Year Ended Year Ended December 20, 2001 January 1, 2001
December 31, December 31, Through Through
2003 2002 December 31, 2001 December 19, 2001




(In thousands)
Interest income
                               
Loans
  $ 1,363,001     $ 1,350,910     $ 31,385     $ 989,200  
Lease financing
    134,098       145,020       4,875       142,990  
Investment securities:
                               
 
Taxable
    179,810       154,385       4,390       131,795  
 
Exempt from Federal income taxes
    645       502       7       445  
Other
    6,091       8,905       221       18,341  
     
     
     
     
 
Total interest income
    1,683,645       1,659,722       40,878       1,282,771  
     
     
     
     
 
Interest expense
                               
Deposits
    180,232       281,466       8,466       384,797  
Short-term borrowings
    21,424       34,152       1,160       33,796  
Long-term debt
    183,551       149,712       5,341       73,575  
     
     
     
     
 
Total interest expense
    385,207       465,330       14,967       492,168  
     
     
     
     
 
Net interest income
    1,298,438       1,194,392       25,911       790,603  
Provision for loan and lease losses
    81,295       95,356       2,419       100,631  
     
     
     
     
 
Net interest income after provision for loan and lease losses
    1,217,143       1,099,036       23,492       689,972  
     
     
     
     
 
Noninterest income
                               
Service charges on deposit accounts
    155,243       139,030       2,912       86,263  
Trust and investment services income
    38,045       37,198       830       31,500  
Other service charges and fees
    137,175       123,760       2,248       76,539  
Securities gains (losses), net
    4,289       1,953       (31 )     71,828  
Other
    52,572       30,423       878       35,431  
     
     
     
     
 
Total noninterest income
    387,324       332,364       6,837       301,561  
     
     
     
     
 
Noninterest expense
                               
Salaries and wages
    342,985       327,648       6,991       200,063  
Employee benefits
    139,198       111,810       2,199       70,243  
Occupancy
    87,514       85,821       1,652       64,581  
Outside services
    72,116       66,418       1,523       46,135  
Intangible amortization
    23,054       20,047       458       43,160  
Equipment
    47,197       48,259       887       29,777  
Restructuring and integration costs
          17,595             3,935  
Other
    180,771       158,476       3,610       120,532  
     
     
     
     
 
Total noninterest expense
    892,835       836,074       17,320       578,426  
     
     
     
     
 
Income before income taxes and cumulative effect of accounting change
    711,632       595,326       13,009       413,107  
Provision for income taxes
    272,698       233,994       4,707       166,605  
     
     
     
     
 
Income before cumulative effect of accounting change
    438,934       361,332       8,302       246,502  
     
     
     
     
 
Cumulative effect of accounting change, net of tax
    2,370                    
     
     
     
     
 
Net income
  $ 436,564     $ 361,332     $ 8,302     $ 246,502  
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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BANCWEST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                     
December 31,

2003 2002


(In thousands)
ASSETS
Cash and due from banks
  $ 1,538,004     $ 1,761,261  
Interest-bearing deposits in other banks
    189,687       2,098  
Federal funds sold and securities purchased under agreements to resell
    444,100       430,056  
Trading assets
    19,109       43,430  
Investment securities available-for-sale
    5,927,762       3,940,769  
Loans held for sale
    51,007       85,274  
Loans and leases:
               
 
Loans and leases
    25,722,079       24,146,087  
 
Less allowance for loan and lease losses
    391,699       384,081  
     
     
 
Net loans and leases
    25,330,380       23,762,006  
     
     
 
Premises and equipment, net
    530,153       380,272  
Customers’ acceptance liability
    30,078       25,945  
Core deposit intangible (net of accumulated amortization of $43,181 in 2003 and $20,127 in 2002)
    187,357       210,411  
Goodwill
    3,226,871       3,229,200  
Other real estate owned and repossessed personal property
    17,387       19,613  
Other assets
    860,320       858,932  
     
     
 
Total assets
  $ 38,352,215     $ 34,749,267  
     
     
 
 
LIABILITIES AND STOCKHOLDER’S EQUITY
Deposits:
               
 
Domestic:
               
   
Interest-bearing
  $ 17,738,246     $ 16,720,767  
   
Noninterest-bearing
    7,910,845       7,144,929  
 
Foreign
    754,026       691,783  
     
     
 
Total deposits
    26,403,117       24,557,479  
     
     
 
Federal funds purchased and securities sold under agreements to repurchase
    1,174,877       791,476  
Short-term borrowings
    1,197,809       733,274  
Acceptances outstanding
    30,078       25,945  
Long-term debt
    4,221,025       3,376,947  
Guaranteed preferred beneficial interests in Company’s junior subordinated debentures
          259,191  
Other liabilities
    1,062,437       1,137,473  
     
     
 
Total liabilities
    34,089,343       30,881,785  
     
     
 
Commitments and contingent liabilities (Note 23)
               
Stockholder’s equity:
               
 
Class A common stock, par value $.01 per share at December 31, 2003 and 2002
               
   
Authorized — 150,000,000 shares at December 31, 2003 and 2002
               
   
Issued — 85,759,123 shares at December 31, 2003 and December 31, 2002
    858       858  
   
Surplus
    3,419,927       3,419,927  
   
Retained earnings
    806,198       369,634  
   
Accumulated other comprehensive income, net
    35,889       77,063  
     
     
 
Total stockholder’s equity
    4,262,872       3,867,482  
     
     
 
Total liabilities and stockholder’s equity
  $ 38,352,215     $ 34,749,267  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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BANCWEST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDER’S EQUITY AND COMPREHENSIVE INCOME
                                                                           
Class A
Common Stock Common Stock Accumulated Other


Retained Comprehensive Treasury
Shares Amount Shares Amount Surplus Earnings Income, Net Stock Total









(In thousands, except number of shares and per share data)
Balance, December 31, 2000
    56,074,874     $ 56,075       71,041,450       71,041       1,125,652       770,350       7,601       (41,226 )     1,989,493  
     
     
     
     
     
     
     
     
     
 
Comprehensive income:
                                                                       
 
Net income
                                  246,502                   246,502  
 
Unrealized net gains on securities available-for-sale arising during the period
                                        18,236             18,236  
 
Reclassification of net realized gain on investment securities available-for-sale included in net income
                                        (23,365 )           (23,365 )
     
     
     
     
     
     
     
     
     
 
Comprehensive income
                                  246,502       (5,129 )           241,373  
     
     
     
     
     
     
     
     
     
 
Issuance of common stock
                63,952       64       (95 )                       (31 )
Issuance of treasury stock, net
                            (141 )                 3,531       3,390  
Income tax benefit from stock-based compensation
                            2,435                         2,435  
Cash dividends ($.80 per share)
                                  (99,772 )                 (99,772 )
     
     
     
     
     
     
     
     
     
 
Balance, December 19, 2001
    56,074,874     $ 56,075       71,105,402     $ 71,105     $ 1,127,851     $ 917,080     $ 2,472     $ (37,695 )   $ 2,136,888  
     
     
     
     
     
     
     
     
     
 
Company:
                                                                       
Balance, December 20, 2001
    56,074,874     $ 561           $     $ 1,985,275     $     $     $     $ 1,985,836  
     
     
     
     
     
     
     
     
     
 
Comprehensive income:
                                                                       
 
Net income
                                  8,302                   8,302  
 
Unrealized net gains on securities available-for-sale arising during the period
                                        7,801             7,801  
 
Reclassification of net realized gain on investment securities available-for-sale included in net income
                                        (19 )           (19 )
     
     
     
     
     
     
     
     
     
 
Comprehensive income
                                  8,302       7,782             16,084  
     
     
     
     
     
     
     
     
     
 
Balance, December 31, 2001
    56,074,874     $ 561                   1,985,275       8,302       7,782             2,001,920  
     
     
     
     
     
     
     
     
     
 
Comprehensive income:
                                                                       
 
Net income
                                  361,332                   361,332  
 
Unrealized net gains on securities available-for-sale arising during the period
                                        41,723             41,723  
 
Reclassification of net realized gain on investment securities available-for-sale included in net income
                                        (1,166 )           (1,166 )
 
Unrealized net gains on cash flow derivative hedges arising during the year
                                        40,230             40,230  
 
Reclassification of net realized gains on cash flow derivative hedges included in net income
                                        (11,506 )           (11,506 )
     
     
     
     
     
     
     
     
     
 
Comprehensive income
                                  361,332       69,281             430,613  
     
     
     
     
     
     
     
     
     
 
Issuance of Class A common stock
    29,684,249       297                   1,599,703                         1,600,000  
Adjustment to pushdown of parent company’s basis
                            (167,476 )                       (167,476 )
Discounted share purchase plan
                            2,425                         2,425  
     
     
     
     
     
     
     
     
     
 
Balance, December 31, 2002
    85,759,123     $ 858           $     $ 3,419,927     $ 369,634     $ 77,063     $     $ 3,867,482  
     
     
     
     
     
     
     
     
     
 
Comprehensive income:
                                                                       
 
Net income
                                  436,564                   436,564  
 
Unrealized net losses on securities available-for-sale arising during the period
                                        (37,854 )           (37,854 )
 
Reclassification of net realized gains on securities available-for-sale included in net income
                                        (2,552 )           (2,552 )
 
Unrealized net gains on cash flow derivative hedges arising during the year
                                        12,777             12,777  
 
Reclassification of net realized gains on cash flow derivative hedges included in net income
                                        (13,545 )           (13,545 )
     
     
     
     
     
     
     
     
     
 
Comprehensive income
                                  436,564       (41,174 )           395,390  
     
     
     
     
     
     
     
     
     
 
Balance, December 31, 2003
    85,759,123     $ 858     $     $     $ 3,419,927     $ 806,198     $ 35,889     $     $ 4,262,872  
     
     
     
     
     
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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BANCWEST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     
Company Predecessor


Year Ended Year Ended December 20, 2001 January 1, 2001
December 31, December 31, through through
2003 2002 December 31, 2001 December 19, 2001




(In thousands)
Cash flows from operating activities:
                               
 
Net income
  $ 436,564     $ 361,332     $ 8,302     $ 246,502  
 
Adjustments to reconcile net income to net cash provided by operating activities:
                               
   
Cumulative effect of accounting change, net of tax
    2,370                    
   
Depreciation and amortization
    64,381       67,987       1,016       75,339  
   
Deferred income taxes
    5,873       138,003       1,971       69,762  
   
Provision for loan and lease losses
    81,295       95,356       2,419       100,631  
   
Decrease (increase) in trading assets
    24,321       (43,430 )            
   
Decrease (increase) in loans held for sale
    34,267       (39,215 )           (38,742 )
   
Losses (gains) realized on the sale of investment securities
    (4,289 )     (1,953 )     31       (30,449 )
   
Recordation of Concord stock as available for sale
                      41,379  
   
Increase in accrued income taxes payable
    37,140       12,840       2,736       18,178  
   
Decrease (increase) in interest receivable
    8,298       (58,027 )     (4,688 )     16,457  
   
Increase (decrease) in interest payable
    13,621       14,291       (9,893 )     (39,371 )
   
Decrease (increase) in prepaid expense
    (2,484 )     (32,582 )     24,127       (7,044 )
   
Restructuring, integration and other nonrecurring costs
          17,595             3,935  
   
Cash paid for BNP Paribas cancellation of stock options
          (83,347 )            
   
Other
    (84,845 )     (216,460 )     1,187       63,877  
     
     
     
     
 
Net cash provided by operating activities
    616,512       232,390       27,208       520,454  
     
     
     
     
 
Cash flows from investing activities:
                               
 
Proceeds from maturity of held-to-maturity investment securities
                      35,066  
 
Purchase of held-to-maturity investment securities
                      (33,079 )
 
Proceeds from maturity of available-for-sale investment securities
    2,303,050       911,748       27,354       1,121,802  
 
Proceeds from sale of available-for-sale investment securities
    446,515       323,321       1,284       588,354  
 
Purchase of available-for-sale investment securities
    (4,800,194 )     (2,044,022 )     (24,795 )     (2,312,508 )
 
Proceeds from sale of loans
    826,776       581,176             574,275  
 
Purchase of loans
    (1,212,644 )     (60,745 )     (64,512 )     (84,133 )
 
Net decrease (increase) in loans resulting from originations and collections
    (1,263,569 )     (734,517 )     22,131       (1,496,327 )
 
Purchase of bank-owned life insurance
                      (109,360 )
 
Net cash (paid for) provided by acquisitions
          (1,724,563 )           857,965  
 
Purchase of premises and equipment
    (42,795 )     (15,466 )     (1,012 )     (20,369 )
 
Other
    16,496       (538 )     (37 )     (2,954 )
     
     
     
     
 
Net cash used in investing activities
    (3,726,365 )     (2,763,606 )     (39,587 )     (881,268 )
     
     
     
     
 
Cash flows from financing activities:
                               
 
Net increase (decrease) in deposits
    1,845,638       1,016,493       356,822       (406,479 )
 
Net increase (decrease) in short-term borrowings
    847,936       (5,391 )     114,575       170,677  
 
Proceeds from long-term debt and capital securities
    765,310       1,503,718             289,704  
 
Repayments on long-term debt and capital securities
    (370,655 )     (472,811 )     (245,684 )     (2,265 )
 
Cash dividends paid
                      (99,772 )
 
Cash received from BNP Paribas for cancellation of stock options
                83,347        
 
Proceeds from issuance (payments on exercise) of common stock
          1,600,000             (31 )
 
Issuance (purchase) of treasury stock, net
                      5,825  
 
Discounted share purchase plan
          2,425              
     
     
     
     
 
Net cash provided by (used in) financing activities
    3,088,229       3,644,434       309,060       (42,341 )
     
     
     
     
 
Net increase (decrease) in cash and cash equivalents
    (21,624 )     1,113,218       296,681       (403,155 )
Cash and cash equivalents at beginning of period
    2,193,415       1,080,197       783,516       1,186,671  
     
     
     
     
 
Cash and cash equivalents at end of period
  $ 2,171,791     $ 2,193,415     $ 1,080,197     $ 783,516  
     
     
     
     
 
Supplemental disclosures:
                               
 
Interest paid
  $ 371,586     $ 451,039     $ 24,860     $ 525,003  
 
Income taxes paid
  $ 217,463     $ 84,730     $     $ 78,665  
Supplemental schedule of noncash investing and financing activities:
                               
 
Transfers from loans to foreclosed properties
  $ 9,154     $ 16,815     $ 298     $ 13,152  
 
Financed acquisition of building:
                               
   
Fixed asset acquired
  $ 159,910     $     $     $  
   
Debt assumed
  $ 193,900     $     $     $  
In connection with acquisitions, the following liabilities were assumed:
                               
 
Fair value of assets acquired
  $     $ 11,719,382     $     $ 14,682  
 
Cash (paid) received
          (2,418,208 )           632,965  
     
     
     
     
 
Liabilities assumed
  $     $ 9,301,174     $     $ 647,647  
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Summary of Significant Accounting Policies

 
Description of Operations

      BancWest Corporation is a financial holding company headquartered in Honolulu, Hawaii and incorporated under the laws of the State of Delaware. Through our principal subsidiaries, Bank of the West and First Hawaiian Bank, we provide commercial and consumer banking services, engage in commercial, equipment and vehicle leasing and offer trust and insurance products. BancWest Corporation’s subsidiaries operate 356 branches in the states of California, Hawaii, Oregon, Washington, Idaho, New Mexico and Nevada and in Guam and Saipan.

      The accounting and reporting policies of BancWest Corporation and Subsidiaries (the “Company” or “we/our”) conform with generally accepted accounting principles (GAAP) and practices within the banking industry. The following is a summary of the significant accounting policies:

 
Consolidation

      The Consolidated Financial Statements of the Company include the accounts of BancWest Corporation (the “Parent”) and its wholly-owned subsidiary companies:

  •  Bank of the West and its wholly-owned subsidiaries (“Bank of the West”);
 
  •  First Hawaiian Bank and its wholly-owned subsidiaries (“First Hawaiian”);
 
  •  FHL Lease Holding Company, Inc. and its wholly-owned subsidiary (“Leasing”);
 
  •  FHI International, Inc.; and
 
  •  BancWest Investment Services (“BWIS”)

      All significant intercompany balances and transactions have been eliminated in consolidation. In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51.” FIN No. 46 established new guidance on the accounting and reporting for the consolidation of variable interest entities. The principal objective of FIN No. 46 was to require the primary beneficiary of a variable interest entity to consolidate the variable interest entity’s assets, liabilities and results of operations in the primary beneficiary’s own financial statements. The adoption of the provisions of FIN No. 46 resulted in the deconsolidation of BancWest Capital I and First Hawaiian Capital I. Both of these entities were consolidated in our results of operations for periods prior to October 1, 2003. For more information on the adoption of FIN No. 46 please see Note 5 “FIN No. 46 Variable Interest Entities”.

 
Basis of Presentation

      On December 20, 2001, BNP Paribas, a société anonyme or limited liability banking corporation organized under the laws of the Republic of France, acquired all of the outstanding common stock of the Parent held by others. As a result of the transaction, the Parent became a wholly-owned subsidiary of BNP Paribas. The business combination was accounted for using the purchase method of accounting, with BNP Paribas’ accounting basis being “pushed down” to the Parent. Prior to the close of business on December 19, 2001, the Parent was 55% publicly owned and 45% owned by BNP Paribas. Starting on December 20, 2001, the Company’s financial statements reflected BNP Paribas’ “pushed-down basis.” See Note 2 to the Consolidated Financial Statements for additional information regarding this business combination.

      It is generally not appropriate to combine pre- and post- “push-down” periods. However, financial information for the period from December 20, 2001 through December 31, 2001 was not material and certain information presented in this section combines the Company’s consolidated results of operations from December 20, 2001 to December 31, 2001 with those for the period from January 1, 2001 to December 19, 2001.

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Reclassifications

      Certain amounts in the financial statements for prior years have been reclassified to conform with the current financial statement presentation.

 
Business Combinations

      Business combinations are accounted for using the purchase method of accounting and the net assets of the companies acquired are recorded at their fair values at the date of acquisition. The purchase accounting method used is set forth by Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” which supersedes Accounting Principles Board (“APB”) Opinion No. 16, “Business Combinations.” SFAS No.141 addresses financial accounting and reporting for all business combinations initiated after June 30, 2001 and also business combinations that are accounted for under the purchase method of accounting after July 1, 2001. A principal feature of SFAS No. 141 was cessation of the pooling-of-interest method of accounting.

 
Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 
Cash and Due from Banks

      Cash and due from banks includes amounts from other financial institutions as well as in-transit clearings. Under the terms of the Depository Institutions Deregulation and Monetary Control Act, the Company is required to place reserves with the Federal Reserve Bank based on the amount of deposits held. The average amount of these reserve balances including coin and currency was $528.0 million for 2003, $307.9 million for 2002, and $226.8 million for 2001.

      For purposes of the consolidated statements of cash flows, the Company considers cash and due from banks, interest-bearing deposits in other banks and Federal funds sold and securities purchased under agreements to resell (with original maturities of less than three months) to be cash equivalents.

 
Investment Securities

      Investment securities consist principally of debt and asset-backed securities issued by the U.S. Treasury, other U.S. Government agencies and corporations, and state and local government units. These securities have been adjusted for amortization of premiums or accretion of discounts using the interest method. All securities are recorded on the trade date basis. Investment securities are classified into three categories and accounted for in accordance to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” These categories are as follows:

        (1) Held-to-maturity securities are debt securities that the Company has the positive intent and ability to hold to maturity. These securities are reported at amortized cost.
 
        (2) Trading securities are debt and equity securities that are bought and held principally for the purpose of selling them in the near term. These securities are reported at fair value, with unrealized gains and losses included in current earnings.
 
        (3) Available-for-sale securities are debt and equity securities not classified as either held-to-maturity or trading securities. Available-for-sale securities are reported at fair value, with unrealized

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  gains and losses excluded from current earnings. The unrealized gains and losses are reported in other comprehensive income, a separate component of stockholder’s equity.

      Gains and losses, if any, realized on the sales of investment securities are determined using the specific identification method.

 
Loans Held for Sale

      Loans held for sale without designated fair value hedges are recorded at the lower of aggregate cost or fair value.

 
Loans and Leases

      Loans held in portfolio are recorded at the principal amount outstanding, net of deferred loan costs or fees and any discounts or premiums on purchased loans. Deferred costs or fees, discounts and premiums are amortized using the interest method over the contractual term of the loan adjusted for actual prepayments.

      We recognize unamortized fees and premiums on loans and leases paid in full as a component of interest income. Interest income is accrued and recognized on the principal amount outstanding unless the loan is determined to be impaired and placed on nonaccrual status. (See Impaired and Nonaccrual Loans and Leases below.)

      We also charge other loan and lease fees consisting of delinquent payment charges and other common loan and lease servicing fees, including fees for servicing loans sold to third parties. We recognize these fees as income when earned.

      We provide lease financing under a variety of arrangements, primarily consumer automobile leases, commercial equipment leases and leveraged leases.

  •  Leases for consumer automobiles and commercial equipment are classified as financing leases. Unearned income on financing leases is accreted over the lives of the leases to provide a constant periodic rate of return on the net investment in the lease.
 
  •  Leveraged lease transactions are subject to outside financing through one or more participants, without recourse to the Company. These transactions are accounted for by recording as the net investment in each lease the aggregate of rentals receivable (net of principal and interest on the related nonrecourse debt) and the estimated residual value of the equipment less the unearned income. Income from these lease transactions is recognized during the periods in which the net investment is positive.

 
Impaired and Nonaccrual Loans and Leases

      We evaluate certain loans and leases for impairment on a case-by-case basis. Examples of such loans and leases include commercial loans, commercial real estate loans and construction loans. We consider a loan to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. We measure impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate, except for collateral-dependent loans.

      For collateral-dependent loans, we measure impairment based on the fair value of the collateral. On a case-by-case basis, we may measure impairment based upon a loan’s observable market price.

      We collectively evaluate for impairment large groups or pools of homogeneous loans with smaller balances that are not evaluated on a case-by-case basis. Examples of such small balance portfolios are consumer loans, residential mortgage loans and small business loans. The risk assessment process includes the use of estimates to determine the inherent loss in these portfolios. Loss forecast estimates are utilized for consumer products which consider a variety of factors including, but not limited to, historical loss experience,

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estimated defaults or foreclosures based on portfolio trends and delinquencies. These factors are updated frequently to capture changes in the characteristics of subject portfolios and changes in the Company’s business strategies.

      We generally place a loan on nonaccrual status:

  •  When management believes that collection of principal or income has become doubtful; or
 
  •  When loans or leases are 90 days past due as to principal or interest, unless they are well secured and in the process of collection. We may make an exception to the general 90-day-past-due rule when the fair value of the collateral exceeds our recorded investment in the loan or lease or when other factors indicate that the borrower will shortly bring the loan or lease current.

      Not all impaired loans are necessarily placed on nonaccrual status; for example, restructured loans performing under restructured terms beyond a specific period may be classified as accruing, but may still be deemed impaired. Impaired loans without a related allowance for loan and lease losses are generally collateralized by assets with fair values in excess of the recorded investment in the loans. We generally apply interest payments on impaired loans to reduce the outstanding principal amount of such loans.

      When we place a loan or lease on nonaccrual status, previously accrued and uncollected interest is reversed against interest income of the current period. When we receive a cash interest payment on a nonaccrual loan or lease, we apply it as a reduction of the principal balance when we have doubts about the ultimate collection of the principal. Otherwise, we record such payments as income.

      Nonaccrual loans and leases are generally returned to accrual status when they: (1) become current as to principal and interest and have demonstrated a sustained period of payment performance; or (2) become both well secured and in the process of collection.

 
Allowance for Loan and Lease Losses

      We maintain the allowance for loan and lease losses (the “Allowance”) at a level which, in management’s judgment, is adequate to absorb probable losses in the Company’s loan and lease portfolio. While the Company has a formalized methodology for determining an adequate and appropriate level of the Allowance, estimates of inherent loan and lease losses involve judgment and assumptions as to various factors which deserve current recognition in the Allowance. Principal factors considered by management in determining the Allowance include historical loss experience, the value and adequacy of collateral, the level of nonperforming loans and leases, the growth and composition of the portfolio, periodic review of loan and lease delinquencies, results of examinations of individual loans and leases and/or evaluation of the overall portfolio by senior credit personnel, internal auditors and regulators, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay and general economic conditions.

      The Allowance consists of two components, allocated and unallocated. The allocated portion of the allowance includes reserves that are allocated based on impairment analyses of specific loans or pools of loans as described under “Impaired and Nonaccrual Loans and Leases” above. The unallocated portion of the allowance for loan and lease losses is maintained to cover uncertainties in the range of probable outcomes inherent in the estimate of inherent losses. These uncertainties include the imprecision inherent in the forecasting methodologies and certain industry and geographic concentrations (including global economic uncertainty). Management assesses each of these components to determine the overall level of the unallocated portion. The relationship of the unallocated component to the total allowance for loan and lease losses may fluctuate from period to period. Management evaluates the adequacy of the allowance for loan and lease losses based on the combined total of allocated and unallocated components.

      The Allowance is increased by provisions for loan and lease losses and reduced by charge-offs, net of recoveries. Charge-offs for loans and leases that are evaluated for impairment are made based on impairment

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evaluations as described above. Consumer loans and leases are generally charged off upon reaching a predetermined delinquency status that ranges from 120 to 180 days and varies by product type. Other loans and leases may be charged off to the extent they are classified as loss, either internally or by the Company’s regulators. Recoveries of amounts that have previously been charged off are credited to the Allowance and are generally recorded only to the extent that cash is received.

      The provision for loan and lease losses reflects management’s judgment of the current period cost of credit risk inherent in the Company’s loan and lease portfolio. Specifically, the provision for loan and lease losses represents the amount charged against current period earnings to achieve an allowance for loan and lease losses that in management’s judgment is adequate to absorb probable losses inherent in the Company’s loan and lease portfolio. Accordingly, the provision for loan and lease losses will vary from period to period based on management’s ongoing assessment of the adequacy of the Allowance.

 
Premises and Equipment

      Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of 10-50 years for premises, 3-25 years for equipment and the lower of the lease term or remaining life for leasehold improvements.

 
Core Deposit and Other Identifiable Intangible Assets

      Core deposit and other identifiable intangible assets are amortized on the straight-line method over the period of benefit, generally 10 years. In September 2001, the FASB issued SFAS No. 141, “Business Combinations” which supersedes Accounting Principles Board (“APB”) Opinion No. 16, “Business Combinations,” and addresses financial accounting and reporting for business combinations. All business combinations in the scope of SFAS No. 141 are to be accounted for using the purchase method of accounting. We follow the guidance set forth in SFAS No. 141 for initial recognition of goodwill and intangible assets acquired in a business combination. Included in the provisions of SFAS No. 141 are criteria for identifying and recognizing intangible assets apart from goodwill and additional disclosure requirements concerning the primary reasons for a business combination and the allocation of the purchase price for the assets acquired and liabilities assumed. After initial recognition, intangible assets are accounted for under the provisions of SFAS No. 142, which supersedes APB Opinion No. 17, “Intangible Assets,” and addresses the accounting and reporting for goodwill and other intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) at and subsequent to acquisition. Under the provisions of SFAS No. 142, goodwill and certain other intangible assets, which do not possess finite lives, are no longer amortized into net income over an estimated life but rather will be tested at least annually for impairment. Intangible assets determined to have finite lives continue to be amortized over their estimated useful lives and also continue to be subject to impairment testing. The Company’s financial statements for the years ended December 31, 2003 and December 31, 2002 included amortization expense of approximately $23.1 million and $20.0 million, respectively, for finite life intangible assets, primarily core deposit intangibles (“CDI”). The estimated annual CDI amortization expense is approximately $23.0 million (pre-tax) for each of the years from 2004 to 2008. We review core deposit and other identifiable intangible assets for impairment whenever events or changes in circumstances indicate that we may not recover our investment in the underlying assets or liabilities which gave rise to such core deposit and other identifiable intangible assets.

 
Goodwill

      Goodwill represents the cost of acquired companies in excess of the fair value of net assets of those acquired companies. Goodwill recognized prior to June 30, 2001 was amortized on a straight-line method over 25 years. Goodwill recognized subsequent to June 30, 2001 is not amortized, but is subject to a two-step

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impairment test in accordance with SFAS 142, “Goodwill and Other Intangible Assets.” The first step of the impairment testing compares the fair value of the reporting unit, which is an individual business segment of the Company (refer to Note 21), to the carrying amount. If the carrying amount exceeds the fair value, then a second step is conducted whereby we assign fair values to identifiable assets and liabilities, leaving an implied fair value for goodwill. The implied fair value is compared with the carrying amount of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss is recognized. Goodwill is tested for impairment on an annual basis and in between annual tests if circumstances change that would reduce the fair value of goodwill below its carrying value. Goodwill was subjected to a transitional impairment test during the quarter ended March 31, 2002 and none was identified. The Company’s goodwill was tested for impairment as of October 31, 2003 and 2002 and none was identified.

 
Other Real Estate Owned and Repossessed Personal Property

      Other real estate owned (“OREO”) and repossessed personal property is primarily comprised of properties that we acquired through foreclosure proceedings. We value these properties at the lower of cost or fair value at the time we acquire them, which establishes their new cost basis. We charge against the Allowance any losses arising at the time of acquisition of such properties. After we acquire them, we carry such properties at the lower of cost or fair value less estimated selling costs. If we record any write-downs or losses from the disposition of such properties after acquiring them, we include this amount in other noninterest expense.

 
Transfers and Servicing of Financial Assets

      A transfer of financial assets is accounted for as a sale when control is surrendered over the assets transferred. Servicing rights and other retained interests in the assets sold are recorded by allocating the previously recorded investment between the asset sold and the interest retained based on their relative fair values, if practicable to determine, at the date of transfer. Fair values of servicing rights and other retained interests are determined using present value of estimated future cash flows valuation techniques, incorporating assumptions that market participants would use in their estimates of values.

      The Company recognizes as assets the retained rights to service loans for others resulting from sales of loan originations. These rights are periodically assessed for impairment. Any such indicated impairment is recognized in income, during the period in which it occurs. Servicing rights are amortized over the period of estimated net servicing income. The amortization takes into account prepayment assumptions and is included in the consolidated statement of income under the caption, “other service charges and fees.” For the years presented, servicing assets and the related amortization and other retained interests were not material.

      Securities purchased under agreements to resell and securities sold under agreements to repurchase generally qualify as financing transactions under generally accepted accounting principles. We carry such securities at the amounts which they subsequently will be resold or reacquired as specified in the respective agreements, including accrued interest. It is our policy to take possession of securities purchased under agreements to resell. We monitor the fair value of the underlying securities as compared to the related receivable, including accrued interest and as necessary we request additional collateral. Where deemed appropriate, our agreements with third parties specify our rights to request additional collateral. The Company or a custodian holds all collateral.

 
Trust Property

      We do not include in our Consolidated Balance Sheets trust property, other than cash deposits which we hold as fiduciaries or agents for our customers, because such items are not assets of the Company.

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Income Taxes

      We recognize deferred income tax liabilities and assets for the expected future tax consequences of events that we include in our financial statements or tax returns. Under this method, we determine deferred income tax liabilities and assets based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

      We account for excise tax credits relating to premises and equipment under the flow-through method, recognizing the benefit in the year the asset is placed in service. The excise tax credits related to lease equipment, except for excise tax credits that are passed on to lessees, are recognized during the periods in which the net investment is positive.

      We file a consolidated Federal income tax return. Amounts equal to income tax benefits of those subsidiaries having taxable losses or credits are reimbursed by other subsidiaries which would have incurred current income tax liabilities. We follow a similar arrangement for state taxes where we file consolidated or combined income tax returns. Separate state tax liabilities are borne by the entities filing in those states.

 
Derivative Instruments and Hedging Activities

      On January 1, 2001, the Company adopted SFAS 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities — An Amendment of SFAS 133. Consequently, all derivatives are recognized on the consolidated balance sheet at fair value. On the date the Company enters into a derivative contract, the Company designates the derivative instrument as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value” hedge), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge) or (3) held for trading, customer accommodation or not qualifying for hedge accounting (“free-standing derivative instruments”). For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability or of an unrecognized firm commitment attributable to the hedged risk are recorded in current period income. For a cash flow hedge, changes in the fair value of the derivative instrument to the extent that it is effective are recorded in other comprehensive income within stockholder’s equity and subsequently reclassified to net income in the same period(s) that the hedged transaction impacts net income in the same financial statement category as the hedged item. For freestanding derivative instruments, changes in the fair values are reported in current period income. The Company formally documents the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are designated as hedges to specific assets and liabilities on the consolidated balance sheet, an unrecognized firm commitment or a forecasted transaction. The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative instruments used are highly effective in offsetting changes in fair values of hedged items. Any portion of the changes in fair value of derivatives designated as a hedge that is deemed ineffective is recorded in current period earnings; this amount was not material in 2001, 2002 or 2003.

      The Company occasionally purchases or originates financial instruments that contain an embedded derivative instrument. At the inception of the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative instrument are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with changes in fair value reported in earnings and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and the embedded derivative instrument would

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qualify as a derivative instrument, the embedded derivative instrument is separated from the host contract and carried at fair value with changes recorded in current period earnings.

 
Advertising and Promotions

      Expenditures for advertising and promotions are expensed as incurred. Such expenses are included under the caption “other noninterest expense” in the accompanying Consolidated Statements of Income.

 
Fair Value of Financial Instruments

      SFAS 107, Disclosures about Fair Value of Financial Instruments, requires that we disclose estimated fair values for certain financial instruments. Financial instruments include such items as loans, deposits, securities, interest rate and foreign exchange contracts, swaps and other instruments as defined by the standard.

      Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations for pension and other postretirement benefits, premises and equipment, other real estate owned, prepaid expenses, core deposit intangibles and other customer relationships, other intangible assets and income tax assets and liabilities. Accordingly, the aggregate fair value amounts presented do not purport to represent, and should not be considered representative of, the underlying “market” or franchise value of the Company.

      Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate our fair values, reasonable comparisons of our fair value information with that of other financial institutions cannot necessarily be made.

      We use the following methods and assumptions to estimate the fair value of our financial instruments:

        Cash and Due from Banks: The carrying amounts reported in the Consolidated Balance Sheets of cash and short-term instruments approximate fair values.
 
        Trading Assets: Fair values of trading assets are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
 
        Investment Securities: Fair values of investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
 
        Loans: Fair values are estimated for portfolios of performing loans with similar characteristics. We use discounted cash flow analyses, which utilize interest rates currently being offered for loans with similar terms to borrowers of similar credit quality, to estimate the fair values of: (1) commercial and industrial loans; (2) financial institution loans; (3) agricultural loans; (4) certain mortgage loans (e.g., 1-4 family residential, commercial real estate and rental property); and (5) consumer loans. For certain loans, we may estimate fair value based upon a loan’s observable market price. The carrying amount of accrued interest approximates its fair value.
 
        Deposits: The fair value of deposits with no maturity date (e.g., interest and noninterest-bearing checking, regular savings, and certain types of money market savings accounts) are, according to GAAP, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

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        Short-term Borrowings: The carrying amounts of overnight Federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values.
 
        Long-term Debt: The fair values of our long-term debt (other than deposits) are estimated using quoted market prices or discounted cash flow analyses based on our current incremental borrowing rates for similar types of borrowing arrangements.
 
        Off-balance-sheet and Derivative Financial Instruments: Fair values are based upon: (1) quoted market prices of comparable instruments (e.g., options on mortgage-backed securities and commitments to buy or sell foreign currencies); (2) fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing (letters of credit and commitments to extend credit); or (3) pricing models based upon quoted markets, current levels of interest rates and specific cash flow schedules (e.g., interest rate swaps).

 
2. Mergers and Acquisitions
 
United California Bank Acquisition

      On March 15, 2002, BancWest completed its acquisition of all outstanding common stock of UCB from UFJ Bank Ltd. of Japan. UCB was subsequently merged with and into Bank of the West in April 2002 and its branches were integrated into Bank of the West’s branch network system in the third quarter of 2002. On the date of acquisition by BancWest, UCB had 115 branches (located exclusively in California), total assets of $10.1 billion, net loans of $8.5 billion and total deposits of $8.2 billion. The preceding amounts do not include purchase price adjustments. UCB’s strong presence in Southern California complemented the bank’s existing network in Northern California, Nevada, New Mexico and the Pacific Northwest. Results of operations of UCB are included in our Consolidated Financial Statements beginning on March 15, 2002. The purchase price of approximately $2.4 billion was paid in cash and accounted for as a purchase. BNP Paribas funded BancWest’s acquisition of UCB by providing $1.6 billion of additional capital and lending it $800 million.

      Below is the UCB Balance Sheet at March 31, 2002, including the effects of “pushdown” purchase accounting adjustments:

         
(In thousands)
Assets
       
Cash and Cash Equivalents
  $ 653,361  
Investment Securities Available-for-Sale
    508,505  
Net Loans and Leases
    8,530,661  
Intangibles
    1,446,621  
Other Assets
    427,653  
     
 
Total Assets
    11,566,801  
     
 
 
Liabilities and Stockholder’s Equity
       
Deposits
    8,206,935  
Long-term Debt
    575,821  
Other Liabilities
    384,045  
     
 
Total Liabilities
    9,166,801  
Stockholder’s Equity
    2,400,000  
     
 
Total Liabilities and Stockholder’s Equity
  $ 11,566,801  
     
 

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      The following table provides an allocation of the purchase price:

           
(In thousands)
Total purchase price of UCB, including transaction costs
  $ 2,406,268  
Equity of UCB prior to acquisition by BancWest
    1,083,000  
     
 
Excess of pushed down equity over the carrying value of net assets acquired
    1,323,268  
     
 
Purchase accounting adjustments related to assets and liabilities acquired:
       
 
Sublease loss reserve
    25,645  
 
Premises and equipment
    7,645  
 
Severance and employee relocation
    44,513  
 
Contract cancellations
    12,862  
 
New core deposit intangible (10-year life, straight-line amortization)
    (120,219 )
 
Other assets
    3,354  
 
Deposits
    8,047  
 
Deferred cost on pension and retirement benefits
    49,349  
 
Other liabilities and taxes
    (28,062 )
     
 
Goodwill resulting from acquisition of and merger with UCB
  $ 1,326,402  
     
 

      BancWest incurred expenses associated with exiting certain branches, operational centers and technology platforms of the pre-merged Bank of the West, as well as certain other conversion and restructuring expenses, totaling approximately $18 million. Exit costs associated with UCB were considered as part of the purchase accounting for the acquisition. BancWest established a severance reserve of approximately $40.5 million. Approximately 750 employees throughout the combined organization have been or will be displaced in conjunction with the acquisition. This initiative is substantially complete. In addition to the severance reserve, BancWest recorded the following accruals: $34.5 million for losses on subleases, $8.0 million for contract cancellations and $1.3 million for relocation and other. Since the date of acquisition, we made the following adjustments to the reserves: $6.9 million increase for severance, $7.5 million decrease for losses on subleases, $4.9 million increase for contract cancellations and $0.2 million decrease for relocation. In addition, since the date of the acquisition, the reserves were decreased as follows: $44.3 million for severance payments, $11.8 million for sublease loss amortization, $10.0 million for contract cancellation payments and $1.1 million for relocation and other payments.

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      The following unaudited pro forma financial information for the year December 31, 2002, assumes that the UCB acquisition occurred as of January 1, 2002, after giving effect to certain adjustments. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or which would have occurred had the UCB acquisition been consummated as of January 1, 2002:

         
Pro Forma
Financial Information
for the Year Ended
December 31, 2002

(In thousands)
Net Interest Income
  $ 1,280,585  
Provision for Loan and Lease Losses
    111,775  
Noninterest Income
    352,290  
Noninterest Expense
    895,305  
Income Tax Expense
    244,410  
     
 
Net Income
  $ 381,385  
     
 

      In conjunction with the purchase of UCB from UFJ, there were certain items that were in dispute. The disputed items were related to UCB’s loan charge-offs and its deferred tax liability. In March 2003, an arbitrator decided in favor of BancWest on both matters. Interest on the disputed amounts totaled $0.8 million, which was recognized in other income during the first quarter of 2003. The resolution of the loan charge-off issue was a receivable due from UFJ of $8.9 million, an increase to our allowance for loan and lease losses of $13.6 million, representing recoveries of loans charged off by BancWest, and a related decrease to our deferred tax liability of $4.7 million. Upon resolution of the deferred tax issue during the first quarter of 2003, we reassessed the adequacy of UCB’s deferred tax liability and reduced the related goodwill by $14.9 million. All cash due from UFJ as a result of the arbitrator’s decision was received in April 2003.

 
      Trinity Capital Corporation Acquisition

      On November 8, 2002, Bank of the West acquired Trinity Capital Corporation (“Trinity”), a privately held equipment leasing company specializing in nationwide vendor leasing programs for manufacturers in specific markets. The purchase price was approximately $18.3 million including $7.3 million of goodwill. In addition, Bank of the West is obligated to make two contingent payments based on performance, of $1.5 million. The first of the two contingent payments was paid on January 2, 2004. The second payment of $1.5 million will be paid on January 2, 2006. The acquisition was accounted for using the purchase method of accounting.

      Operating results for Trinity were not significant to the consolidated operating results; therefore, proforma results are not presented.

 
      BNP Paribas Merger

      On December 20, 2001, Chauchat L.L.C., a Delaware limited liability company (“Merger Sub”), merged (the “BNP Paribas Merger”) with and into the Parent pursuant to an Agreement and Plan of Merger, dated as of May 8, 2001, as amended and restated as of July 19, 2001, by and among the Parent, BNP Paribas, and Merger Sub (the “Merger Agreement”). The Merger Sub was a wholly-owned subsidiary of BNP Paribas.

      At the effective time of the BNP Paribas Merger, all outstanding shares of common stock, par value $1 per share (“Company Common Stock”), of the Parent were cancelled and converted solely into the right to receive $35 per share in cash, without interest thereon (except for shares held in the treasury of the Parent or

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by any wholly-owned subsidiary of the Parent and shares held in respect of a debt previously contracted which were cancelled without any consideration being payable therefor).

      Pursuant to the Merger Agreement, each share of Class A common stock, par value $1 per share, of the Parent owned by BNP Paribas and French American Banking Corporation, a wholly-owned subsidiary of BNP Paribas, remained outstanding as one share of Class A Common Stock and all of the units of the Merger Sub were cancelled without any consideration becoming payable therefor. Concurrent with the BNP Paribas Merger, the par value of the Class A common stock was changed to $.01. As a result of the BNP Paribas Merger, the Parent became a wholly-owned subsidiary of BNP Paribas.

      The BNP Paribas Merger significantly affected our financial statements. “Push-down” accounting was required for this business combination. This caused the following changes to our balance sheet:

  •  Purchase price adjustments and new intangibles: As part of purchase accounting, our assets and liabilities were adjusted to fair value. Among the items adjusted were identifiable intangible assets related to our core deposits, loans and leases, property and equipment, deposits, pension assets and liabilities and other items. After making these adjustments to the balance sheet, the amount that the purchase price exceeded the value of purchased assets and liabilities assumed was recorded as goodwill. As of December 20, 2001, the Company recorded $2.1 billion in goodwill, all of which is non-deductible for tax purposes.
 
  •  New debt: As part of the BNP Paribas Merger, we assumed $1.55 billion in new debt from the Merger Sub. This debt is between the Company and another subsidiary of BNP Paribas. The proceeds from this debt and $1.0 billion in cash equity from BNP Paribas were exchanged for all of the outstanding common stock not held by BNP Paribas and all options.
 
  •  New equity basis: Due to the use of “push-down” accounting in the BNP Paribas Merger, the equity balances at December 31, 2001 reflect BNP Paribas’ basis in the Company. On December 20, 2001, BNP Paribas’ net purchase price of $1.985 billion was recorded. All amounts related to common and treasury stock of the Predecessor were eliminated.

      This transaction was considered a step-acquisition. As such, the Company calculated BNP Paribas’ accounting basis by reference to each incremental step of ownership acquired by BNP Paribas. The Company’s initial calculation of the BNP Paribas’ basis in the Company indicated a basis of $985.8 million. Based on a revised calculation, the Company determined that the accounting basis that should be attributed to BNP Paribas’ ownership as of the acquisition date was $818.3 million. To properly reflect BNP Paribas’ accounting basis, the Company recorded an adjustment in the amount of $167.5 million in the fourth quarter of 2002, reducing equity and goodwill by this amount. This adjustment is reflected in the statement of changes in stockholder’s equity as “Adjustment to push-down of parent company’s basis.”

 
      Guam and Saipan Branch Acquisitions

      On November 9, 2001, the Company completed its acquisition of Union Bank of California’s network in Guam and Saipan, along with associated loan and deposit accounts. First Hawaiian assumed branch deposits of approximately $200 million and also bought various loans with the branches.

 
3. Derivative Financial Instruments

      Any portion of the changes in the fair value of a derivative designated as a hedge that is deemed ineffective is recorded in current period earnings; this amount was not material in the years ended December 31, 2003, 2002 and 2001.

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      Fair Value Hedges

      The Company has various derivative instruments that hedge the fair values of recognized assets or liabilities or of unrecognized firm commitments (fair value hedges). At December 31, 2003, the Company carried an interest rate swap of $2.7 million with a fair market value loss of $0.7 million that was categorized as a fair value hedge for a commercial loan. The Company receives 1-month LIBOR and pays a fixed rate of 8.32%. At December 31, 2002, the Company carried $2.8 million of such swaps with a fair market value loss of $0.8 million.

      In November 20, 2002, BancWest Corporation executed a $150 million interest rate swap agreement with BNP Paribas to hedge the fair value of the 9.5% BancWest Capital I Quarterly Income Preferred Securities (the “BWE Capital Securities”) issued by BancWest Capital I. Following the adoption of FIN 46, BancWest Capital I was deconsolidated resulting in recognition of $150 million subordinated debt instead of the BWE Capital Securities. The terms of the subordinated debt mirror those of the BWE Capital Securities. Concurrent with the deconsolidation of BancWest Capital I, the Bank redesignated the interest rate swap to hedge the subordinated debt. The derivative instrument is effective and all changes in the fair value of the hedge are recorded in current-period earnings together with the offsetting change in fair value of the hedged item attributable to the risk being hedged. We pay 3-month LIBOR plus 3.69% and receive fixed payments at 9.5%. The fair market value loss of the swap was $3.5 million and a gain of $0.7 million at December 31, 2003 and 2002, respectively.

      In addition, at December 31, 2003, the Company carried interest rate swaps totaling $87 million with a market value loss of $5.7 million that were categorized as fair value hedges for commercial and commercial real estate loans. The Company receives 6-month LIBOR and pays fixed rates from 3.55% to 7.77%. At December 31, 2002, the Company carried $123 million of such swaps with a market value loss of $12.0 million.

      At December 31, 2003, the Company carried interest rate swaps and swaptions totaling $8.6 million with a market value gain of $0.7 million that were categorized as fair value hedges for repurchase agreements. The Company pays 3-month LIBOR and receives fixed rates ranging from 8.29% to 8.37%. At December 31, 2002, the Company carried $8.6 million of such swaps and swaptions with a market value gain of $0.8 million.

 
      Cash Flow Hedges

      At December 31, 2003, the Company carried interest rate swaps of $600 million with a fair market value gain of $47.0 million which were categorized as cash flow hedges, to hedge our LIBOR-based commercial loans. The hedges had a fair market value gain of $58.3 million at December 31, 2002. The interest rate swaps were entered into during 2001 by UCB and mature in 2006. We pay 3-month LIBOR and receive fixed rates ranging from 5.64% to 5.87%. The net settlement on the $600 million swaps has increased commercial loan interest income by $24.0 million from January 1, 2003 through December 31, 2003 and by $19.3 million from March 16, 2002 through December 2002. The Company estimates net settlement gains, recorded as commercial loan interest income, of $23.4 million over the next twelve months resulting from these hedges.

      During 2003, the Company entered into interest rate swaps totaling $100 million with a fair market value gain of $7.2 million in order to reduce exposure to interest rate increases associated with short-term fixed rate liabilities. The swaps hedge forecasted transactions associated with short-term fixed rate liabilities. The swaps mature as follows: $70 million in 2013, $20 million in 2018 and $10 million in 2023. We pay fixed rates ranging from 3.64% to 4.58% and receive 3-month LIBOR. The effect on pre-tax income from these swaps for 2003

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was a loss of $1.2 million. The Company estimates a net increase to interest expense of $3.7 million over the next twelve months resulting from these hedges.

 
      Free-standing Derivative Instruments

      Free-standing derivative instruments include derivative transactions entered into for risk management purposes that do not otherwise qualify for hedge accounting. Interest rate lock commitments issued on residential mortgage loans intended to be held for resale are considered free-standing derivative instruments. Trading activities primarily involve providing various free-standing interest rate and foreign exchange derivative products to customers. Interest rate derivative instruments utilized by the Company in its trading operations include interest rate swaps, caps, floors and collars.

      The following table summarizes derivatives held by the Company as of December 31, 2003 and 2002:

                                                   
2003 2002


Contractual Amounts Which Notional Credit Risk Net Fair Notional Credit Risk Net Fair
Represent Credit Risk: Amount Amount Value Amount Amount Value







(In thousands)
Held for hedge purposes:
                                               
 
Interest rate swaps
  $ 944,110     $ 54,821     $ 44,885     $ 878,656     $ 59,500     $ 46,682  
 
Swaptions
    4,329       178       178       5,639       365       365  
Held for trading or free-standing:
                                               
 
Interest rate swaps
    1,375,018       22,113       5,224       1,542,822       32,526       2,748  
 
Purchased interest rate options
    22,318       187       187       74,045       565       565  
 
Written interest rate options
    62,946             (187 )     122,403             (539 )
 
Forward interest rate options
    217,930       782       732       46,000             (230 )
 
Commitments to purchase and sell foreign currencies
    421,130       8,592       (48 )     441,049       6,838       52  
 
Purchased foreign exchange options
    55,791       597       597       25,761       260       260  
 
Written foreign exchange options
    55,791             (597 )     25,761             (260 )
 
4. Transactions with Affiliates

      The Company and its subsidiaries participate in various transactions with BNP Paribas and its affiliates. The $1.550 billion term note, $800 million repurchase agreement and a $150 million swap that is used to hedge the subordinated debt related to trust preferred securities are between BancWest Corporation and BNP Paribas. Subordinated debt of $100 million and $153 million is owed to the First Hawaiian Capital I and BancWest Capital I trusts (see Note 13). The subordinated notes included in long-term debt were sold directly to BNP Paribas by Bank of the West. They are subordinated to the claims of depositors and creditors and qualify for inclusion as a component of risk-based capital under current FDIC guidelines for assessing capital adequacy. The other items listed in the table below are between our banking subsidiaries and BNP Paribas and its affiliates. Transactions involving the Company’s bank subsidiaries and their non-bank affiliates (including BancWest and BNP Paribas) are subject to review by the Federal Deposit Insurance Corporation (the “FDIC”) and other regulatory authorities. These transactions are required to be on terms at least as favorable to the bank as those prevailing at the time for similar non-affiliate transactions. Transactions have included the sales and purchases of assets, foreign exchange activities, financial guarantees, international

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services, interest rate swaps and intercompany deposits and borrowings. Amounts due to and from affiliates and off-balance-sheet transactions at December 31, 2003 and 2002 were as follows:

                   
Year Ended December 31,

2003 2002


(In thousands)
Cash and due from banks
  $ 470     $ 2,545  
Other assets
          692  
Noninterest-bearing demand deposits
    2,662       1,691  
Short-term borrowings
    150,000        
Time certificates of deposit
    420,750       261,200  
Other liabilities
    36,228       953  
Term note
    1,550,000       1,550,000  
Subordinated notes included in long-term debt
    52,193       52,516  
Subordinated notes issued to trusts
    252,785        
Repurchase agreement
    800,000       800,000  
Off-balance-sheet transactions:
               
 
Standby letters of credit
    9,916       2,679  
 
Guarantees received
    615        
 
Commitments to purchase foreign currencies
    58,403       66,064  
 
Commitments to sell foreign currencies
    132,558       188,487  
 
Interest rate contracts
    398,174       294,446  
 
Foreign exchange options
    55,791       25,761  

      For additional information concerning long-term debt, see Note 13.

      On March 15, 2002, the Corporation borrowed $800 million from BNP Paribas under an interim financing arrangement as part of the United California Bank acquisition. In November 2002, the Corporation sold BNP Paribas 14.815% of the outstanding common stock of Bank of the West for $800 million, and used the proceeds to repay the interim debt. The Corporation and BNP Paribas also entered into a Stockholders Agreement that included put and call options. The call option gives the Corporation the right on specified dates or events to repurchase all or a portion of the Bank of the West stock sold to BNP Paribas at a price equal (in the case of a purchase of all such shares) to $800 million, plus 4.39% per annum, less the aggregate amount of distributions paid on such shares to BNP Paribas (together with interest paid on such amounts at 4.39% per annum, compounded quarterly), plus $5.0 million. If the Corporation does not exercise its call option by December 2011, or within 90 days after certain specified events or agreements, BNP Paribas can require the Corporation to repurchase the Bank of the West shares at a price equal to (in case of a purchase of all such shares) $800 million, plus 4.39% annum, less the aggregate amount of distributions paid on such shares to BNP Paribas (together with interest on such amounts at 4.39% per annum, compounded quarterly), plus $50 million. Due to the put and call arrangement, the $800 million repurchase agreement is considered a redeemable security and accordingly classified as debt. The Stockholders Agreement contains provisions for pro rata allocation of the formula described above in the event the call option is exercised for less than the full amount of the Bank of the West stock. The specified events referred to above include potential changes in ownership of Bank of the West as well as legislative, regulatory or other related changes that could affect the transactions referred to above. The Stockholders Agreement also limits the transferability of the Bank of the West shares. No value has been attributed to the call or put options in the Corporation’s financial statements and the Corporation does not expect to attribute a value to these options during the term of the Stockholders Agreement.

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      At December 31, 2003 and 2002, the Corporation’s obligation to BNP Paribas under the Agreement (assuming the Call Option could have been exercised as of that date) would be calculated as $836.7 million and $808.8 million, respectively. This obligation represents the Original Transaction Amount of $800 million, accrued interest of $31.7 million, plus the $5.0 million Call Option premium. For 2002, this obligation was the original transaction amount of $800 million, accrued interest of $3.8 million, plus the $5.0 million Call Option premium. The average balance of the obligation to BNP Paribas under the Agreement using the same calculation was $820.8 million and $802.1 million for the years ended December 31, 2003 and 2002.

      BNP Paribas received a tax opinion that this cross-border transaction should be treated for U.S. Federal tax purposes as a loan from BNP Paribas to the Corporation secured by the Bank of the West shares. Accordingly, the Corporation recognizes a U.S. tax benefit for the current deduction for interest paid under the terms of the Stockholders Agreement.

      At December 31, 2003, we carried a $150 million interest rate swap with BNP Paribas to hedge 9.5% subordinated debt issued to BancWest Capital I (See Note 3). We pay 3-month LIBOR plus 3.69% and receive fixed payments at 9.5%. The fair market value loss of the swap was $3.5 million and a gain of $0.7 million at December 31, 2003 and 2002, respectively.

      Interest expense to affiliates for 2003, 2002 and 2001 was $149.5 million, $131.9 million and $16.3 million, respectively. Income from affiliate transactions was not material for all periods presented.

 
5. Financial Interpretation No. 46: Consolidation of Variable Interest Entities

      In January 2003, the FASB issued Financial Interpretation No. 46, “Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51,” (FIN 46). FIN No. 46 established new guidance on the accounting and reporting for the consolidation of variable interest entities (VIE). The principal objective of FIN No. 46 was to require the primary beneficiary of a VIE to consolidate the VIE’s assets, liabilities and results of operations in the primary beneficiary’s own financial statements. The primary beneficiary is the enterprise that will absorb a majority of the risk of loss from the VIE’s activities or is entitled to receive a majority of the VIE’s residual returns or both. The recognition and measurement provisions of FIN 46 apply at inception to any variable interest entity formed after January 31, 2003, and became effective for existing VIE’s on the first interim or annual reporting period ending after December 15, 2003. The Company adopted the consolidation provisions of FIN 46 on July 1, 2003 consolidating one VIE formed prior to February 1, 2003. However in December 2003, our relationship with this VIE changed and this entity is no longer being consolidated. In the fourth quarter of 2003, BancWest also ceased consolidating two trusts, which were included in the consolidated financial statements presented prior to October 1, 2003.

      REFIRST, Inc. is a VIE that was created by a nonrelated third party to construct, finance and hold title to our administrative headquarters building in Honolulu, First Hawaiian Center (FHC). We entered into a noncancelable operating lease for FHC with REFIRST, Inc. that terminated on December 1, 2003. On July 1, 2003, upon our implementation of FIN 46, REFIRST, Inc. was consolidated into BancWest, including the depreciation expense of FHC and interest expense on the financing. The provisions of FIN 46 required us to record a cumulative effect of an accounting change upon its implementation. The amount of such cumulative effect, (essentially, a retrospective depreciation charge for an 18-month period covering the time in which the building was last revalued for purchase accounting purposes) as it relates to the consolidation of REFIRST, Inc., recognized in July 2003 was a before and after-tax charge to earnings of approximately $4.1 million and $2.4 million, respectively. Additionally, we increased total assets by approximately $160 million (principally due to the addition of the FHC building), increased debt by approximately $193.9 million, reduced the deferred tax liability by approximately $1.7 million and removed the reserve for the guaranteed residual value upon lease termination of $30 million.

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      During the fourth quarter, our relationship with REFIRST, Inc. changed. We purchased FHC at the end of the lease term in December 2003 and received fee simple title to the headquarters building. Cash was used to purchase the building, extinguishing the $193.9 million of debt related to REFIRST, Inc. that was recorded on our books. REFIRST, Inc. is an unaffiliated party, and purchasing FHC severed the only relationship we had with it. REFIRST, Inc. was no longer consolidated in our results of operations as of the building purchase date of December 1, 2003.

      On June 23, 1997 and October 20, 2000, the Company formed two trusts, First Hawaiian Capital I (FH Trust) and BancWest Capital I (BWE Trust) (the Trusts), respectively. The Trusts issued preferred and common capital securities. The purpose of these entities is to allow for the issuance of preferred capital securities that qualify for inclusion in Tier 1 regulatory capital. Historically, these trusts have been consolidated and the related trust preferred securities have been treated as Tier 1 capital under Federal Reserve rules and regulations. The Company began deconsolidating the Trusts as a result of the adoption of FIN 46 in the preparation of its financial statements on October 1, 2003.

      BWE Trust is a Delaware business trust, which was formed in 2000 and exchanged $150 million of its BWE Capital Securities as well as all outstanding common securities of BWE Trust, for 9.5% junior subordinated deferrable interest debentures of the Corporation. The Corporation sold the $150 million of BWE Capital Securities to the public. At December 31, 2003, the BWE Trust’s total assets were $155.9 million, comprised primarily of the Corporation’s junior subordinated debentures. The BWE Capital Securities and the debentures will mature on December 1, 2030, but on or after December 1, 2005 are subject to redemption in whole or in part at par plus accrued interest. They are solely, fully and unconditionally guaranteed by the Corporation, representing the Company’s maximum liability for the securities.

      FH Trust is a Delaware business trust which was formed in 1997, issued $100 million of its Capital Securities (the “FH Capital Securities”) and used the proceeds to purchase junior subordinated deferrable interest debentures of the Corporation. The FH Capital Securities accrue and pay interest semiannually at an annual interest rate of 8.343%. The FH Capital Securities are mandatorily redeemable upon maturity date of July 1, 2027, or upon earlier redemption in whole or in part (subject to a prepayment penalty) as provided for in the governing indenture. At December 31, 2003, the FH Trust’s total assets were $107.4 million, comprised primarily of the Corporation’s junior subordinated debentures. The debentures and the associated interest expense make up the Company’s maximum exposure to losses for this trust.

      As of October 2003, effective with the adoption of Financial Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46) as it relates to the Trusts, BancWest no longer consolidates the Trusts. This deconsolidation had no impact on the total assets or liabilities of the Corporation. In July 2003, the Federal Reserve Board issued temporary guidance which indicated that the preferred capital securities can still be included as part of Tier 1 Capital. For more information on the outstanding debentures, please refer to Note 13, Long-Term Debt and Capital Securities.

      The Company has identified investments that meet the definition of a VIE under FIN 46 but do not meet the requirements for consolidation. The Company owns several limited partnership interests in low-income housing developments in conjunction with the Community Reinvestment Act. Limited partners do not participate in the control of the partnerships’ businesses. The general partner exercises the day-to-day control and management of the projects. The general partners have exclusive control over the partnerships’ businesses and have all of the rights, powers, and authority generally conferred by law or necessary, advisable or consistent with accomplishing the partnerships’ businesses. FIN 46 indicates that if an entity (e.g., limited partner) cannot sell, transfer, or encumber its interests in the VIE without the prior approval of an enterprise (e.g., general partner), the limited partner is deemed to be a de facto agent for the general partner. BancWest is considered to be a de facto agent for the general partner where BancWest has a limited partnership interest over 50%. BancWest is not the primary beneficiary for these partnerships or for those where its interest is less than 50%. The business purpose of these entities is to provide affordable housing within the Company’s service

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area in return for tax credits and tax loss deductions. Our current subscription amount for these investments is approximately $93.7 million with approximately $32.7 million as the residual contribution outstanding. We are not obligated to fund deficiencies of the limited partnerships and our maximum exposure to losses is limited to our subscription amount. Bargain purchase options are available for the general partners to purchase the Company’s portion of interests in the limited partnerships. These commitments were entered into from 1991 through 2003.

 
6. Investment Securities

Held-to-Maturity

      There were no held-to-maturity investment securities at December 31, 2003 and 2002.

Available-for-Sale

      Amortized cost and fair value of available-for-sale investment securities at December 31, 2003 and 2002 were as follows:

                                                                   
2003 2002


Amortized Unrealized Unrealized Amortized Unrealized Unrealized
Cost Gains Losses(1) Fair Value Cost Gains Losses(1) Fair Value








(In thousands)
U.S. Treasury
and other U.S. Government agencies and corporations
  $ 1,588,359     $ 14,110     $ (2,256 )   $ 1,600,213     $ 1,312,430     $ 25,882     $ (2 )   $ 1,338,310  
Mortgage and asset- backed securities:
                                                               
 
Government
    2,356,615       23,397       (23,879 )     2,356,133       1,366,656       36,720       (2 )     1,403,374  
 
Other
    691,466       7,990       (1,425 )     698,031       554,396       12,790       (1,533 )     565,653  
Collateralized mortgage obligations
    1,066,679       2,611       (8,119 )     1,061,171       447,176       6,657       (502 )     453,331  
State and political subdivisions
    15,925       355       (61 )     16,219       14,920       239       (134 )     15,025  
Other(2)
    196,450       173       (628 )     195,995       164,719       550       (193 )     165,076  
     
     
     
     
     
     
     
     
 
 
Total available-for-sale investment securities
  $ 5,915,494     $ 48,636     $ (36,368 )   $ 5,927,762     $ 3,860,297     $ 82,838     $ (2,366 )   $ 3,940,769  
     
     
     
     
     
     
     
     
 


(1)  At December 31, 2003 and 2002, the Company held no securities that had been in a continuous unrealized loss position for 12 months or more.
 
(2)  Includes investment in restricted stock of the Federal Home Loan Bank of $153.3 million and $78.0 million as of December 31, 2003 and 2002, respectively.

      Proceeds from the sales of available-for-sale investment securities portfolio were $446.5 million, $323.3 million and $589.6 million for the years ended December 31, 2003, 2002 and 2001, respectively.

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      Gains and losses realized on the sales of available-for-sale investment securities are determined using the specific identification method. Gross realized gains and losses on available-for-sale investment securities for the periods indicated were as follows:

                                 
Company Predecessor


Year Ended
December 31,

Dec 20, - Dec 31, Jan 1 - Dec 19,
2003 2002 2001 2001




(In thousands)
Realized gains
  $ 4,289     $ 2,084     $ 30     $ 30,500  
Realized losses
          (131 )     (61 )     (51 )
     
     
     
     
 
Securities gains (losses), net
  $ 4,289     $ 1,953     $ (31 )   $ 30,449 (1)
     
     
     
     
 


(1)  Securities gains for the period from January 1, 2001 to December 19, 2001 as shown above do not include $41.3 million of pre-tax gain recognized from the recordation of the Concord stock as an available-for-sale security.

      The amortized cost, fair value and yield of available-for-sale investment securities at December 31, 2003, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations.

                                                                                   
December 31, 2003

Remaining Contractual Principal Maturity

After One After Five Years
Within But Within But Within
Weighted One Year Five Years Ten Years After Ten Years
Total Average



Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield










(In thousands)
U.S. Treasury and other U.S. Government agencies and corporations
  $ 1,600,213       2.99 %   $ 279,950       3.75 %   $ 1,290,906       2.86 %   $ 15,864       1.39 %   $ 13,493       2.59 %
Mortgage and asset-backed securities:
                                                                               
 
Government
    2,356,133       4.16       46       2.25       69,643       3.95       298,697       4.16       1,987,747       4.17  
 
Other
    698,031       3.27                   245,724       3.29       139,446       3.23       312,861       3.26  
Collateralized mortgage obligations
    1,061,171       3.18                   14,402       5.81       34,361       2.90       1,012,408       3.16  
State and political subdivisions
    16,219       4.49       8,100       3.63       1,421       7.56       2,993       4.48       3,705       5.19  
     
             
             
             
             
         
 
Estimated fair value of debt securities(1)
  $ 5,731,767       3.55 %   $ 288,096       3.65 %   $ 1,622,096       3.00 %   $ 491,361       3.72 %   $ 3,330,214       3.77 %
     
             
             
             
             
         
 
Total cost of debt securities
  $ 5,719,044             $ 285,008             $ 1,609,296             $ 485,175             $ 3,339,565          
     
             
             
             
             
         


(1)  Weighted average yields at the end of the year were calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security.

      The Company held trading securities of $0.9 million and $33.1 million at December 31, 2003 and 2002, respectively.

      Investment securities with an aggregate carrying value of $4.3 billion and $2.6 billion were pledged to secure public deposits, repurchase agreements and Federal Home Loan Bank advances at December 31, 2003 and 2002, respectively.

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      We held no investment securities of any single issuer (other than the U.S. Government and its agencies) which were in excess of 10% of consolidated stockholder’s equity at December 31, 2003 and 2002.

 
7. Loans and Leases

      At December 31, 2003 and 2002, loans and leases were comprised of the following:

                                     
December 31,

2003 2002


Commitments to Commitments to
Outstanding Extend(1) Outstanding Extend(1)




(In thousands)
Commercial, financial and agricultural
  $ 4,492,319     $ 4,300,273     $ 4,802,581     $ 4,684,737  
Real estate:
                               
 
Commercial
    5,146,077       379,044       4,806,220       367,633  
 
Construction
    952,818       826,368       971,861       525,956  
 
Residential
    5,019,625       1,084,614       4,749,345       1,044,168  
Consumer
    7,344,620       1,070,012       6,021,510       912,221  
Lease financing
    2,417,310       8,793       2,398,681       14,866  
Foreign
    349,310       33,015       395,889       37,776  
     
     
     
     
 
   
Total loans and leases
  $ 25,722,079     $ 7,702,119     $ 24,146,087     $ 7,587,357  
     
     
     
     
 


(1)  Commitments to extend credit represent unfunded amounts and are reported net of participations sold to other lenders.

      The loan and lease portfolio is principally located in California, Hawaii and other states in the Western United States. We also lend to a lesser extent nationally and in Guam and Saipan. The risk inherent in the portfolio depends upon both the economic stability of those regions, which affects property values, and the financial well being and creditworthiness of the borrowers.

      Our leasing activities consist primarily of leasing automobiles, commercial equipment and leveraged leases. Lessees are responsible for all maintenance, taxes and insurance on the leased property. The leases are reported net of unearned income of $393.1 million and $345.5 million at December 31, 2003 and 2002, respectively.

      The following table lists the components of the net investment in financing leases:

                 
December 31,

2003 2002


(In millions)
Total minimum lease payments to be received
  $ 1,970     $ 2,223  
Estimated residual values of leased property
    840       522  
Less: Unearned income
    393       346  
     
     
 
Net investment in financing leases
  $ 2,417     $ 2,399  
     
     
 

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      At December 31, 2003, minimum lease receivables for the five succeeding years were as follows:

         
Year Ended
December 31, 2003
Lease Receivables

(In millions)
2004
  $ 653.5  
2005
    568.1  
2006
    513.0  
2007
    325.4  
2008
    197.5  
Thereafter
    552.9  
     
 
Gross minimum payments
    2,810.4  
Less: unearned income
    393.1  
     
 
Net minimum receivable
  $ 2,417.3  
     
 

      Our consolidated investment in leveraged leases totaled approximately $399 million and $405 million at December 31, 2003 and 2002, respectively. For federal income tax purposes, we retain the tax benefit of depreciation on the entire leased unit and interest on the related long-term debt, which is non-recourse to BancWest. Deferred taxes arising from leveraged leases totaled approximately $357 million and $359 million at December 31, 2003 and 2002.

      Real estate loans totaling $3.4 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Home Loan Bank at December 31, 2003.

      In the normal course of business, the Company makes loans to executive officers and directors of the Company and to entities and individuals affiliated with those executive officers and directors. Those loans were made on terms no less favorable to the Company than those prevailing at the time for comparable transactions with other persons or, in the case of certain residential real estate loans, on terms that were widely available to employees of the Company who were not directors or executive officers. Changes in the loans to such executive officers, directors and affiliates during 2003 and 2002 were as follows:

                   
Year Ended December 31,

2003 2002


(In thousands)
Balance at beginning of year
  $ 112,955     $ 144,333  
 
New loans made
    22,021       11,825  
 
Less repayments
    18,507       43,203  
     
     
 
Balance at end of year
  $ 116,469     $ 112,955  
     
     
 

      In the course of evaluating the credit risk presented by a customer and the pricing that will adequately compensate the Company for assuming that risk, management may require a certain amount of collateral support. The type of collateral held varies, but may include accounts receivable, inventory, land, buildings, equipment, income-producing commercial properties and residential real estate. The Bank has the same collateral policy for loans whether they are funded immediately or on a delayed basis (commitment).

      A commitment to extend credit is a legally binding agreement to lend funds to a customer usually at a stated interest rate and for a specified purpose. Such commitments have fixed expiration dates and generally require a fee. The extension of a commitment gives rise to credit risk. The actual liquidity requirements or credit risk that the Company will experience will be lower than the contractual amount of commitments to

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extend credit shown in the table above because a significant portion of those commitments are expected to expire without being drawn upon. Certain commitments are subject to loan agreements containing covenants regarding the financial performance of the customer that must be met before the Company is required to fund the commitment. The Bank uses the same credit policies in making commitments to extend credit as it does in making loans.

      In addition, the Company manages the potential credit risk in commitments to extend credit by limiting the total amount of arrangements, both by individual customer and in the aggregate, by monitoring the size and maturity structure of these portfolios, and by applying the same credit standards maintained for all of its related credit activities. At December 31, 2003 and 2002, the Company did not have a concentration in any loan category or industry that exceeded 10% of total loans and unfunded commitments that are not already reflected in the table above. The loan and lease portfolio is principally located in California, Hawaii and, to a lesser extent, Oregon, Nevada, Arizona, Texas, New Mexico and Florida. The risk inherent in the portfolio depends upon both the economic stability of those states, which affects property values, and the financial well being and creditworthiness of the borrowers.

      Standby letters of credit totaled $667.7 million and $631.5 million at December 31, 2003 and 2002, respectively. Standby letters of credit are issued on behalf of customers in connection with contracts between the customers and third parties. Under standby letters of credit, the Company assures that the third parties will receive specified funds if customers fail to meet their contractual obligations. The liquidity risk to the Company arises from its obligation to make payment in the event of a customer’s contractual default. Standby letters of credit are reported net of participations sold to other institutions. The Company also had commitments for commercial and similar letters of credit of $84.3 million and $87.8 million at December 31, 2003 and 2002, respectively. The commitments outstanding as of December 31, 2003 have maturities ranging from January 1, 2004 to November 15, 2017. Substantially all fees received from the issuance of such commitments are deferred and amortized on a straight-line basis over the term of the commitment.

 
8. Provision and Allowance for Loan and Lease Losses

      Changes in the allowance for loan and lease losses were as follows for the periods indicated:

                     
Year Ended December 31,

2003 2002


(In thousands)
Balance at beginning of year
  $ 384,081     $ 194,654  
Allowance arising from purchase and merger with UCB
          210,000  
Allowance arising from purchase of Trinity
          2,660  
Provision for loan and lease losses
    81,295       95,356  
Loans and leases charged off:
               
 
Commercial, financial and agricultural
    38,621       68,497  
 
Real estate:
               
   
Commercial
    1,622       3,287  
   
Construction
           
   
Residential
    930       1,307  
 
Consumer
    56,489       50,155  
 
Lease financing
    26,338       22,399  
 
Foreign
    2,498       1,741  
     
     
 
   
Total loans and leases charged off
    126,498       147,386  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                     
Year Ended December 31,

2003 2002


(In thousands)
Recoveries on loans and leases previously charged off:
               
 
Commercial, financial and agricultural
    31,843       10,479  
 
Real estate:
               
   
Commercial
    568       999  
   
Construction
    132       306  
   
Residential
    1,264       608  
 
Consumer
    12,041       10,331  
 
Lease financing
    6,429       5,582  
 
Foreign
    544       492  
     
     
 
   
Total recoveries on loans and leases previously charged off:
    52,821       28,797  
   
Net charge-offs
    (73,677 )     (118,589 )
     
     
 
Balance at end of year
  $ 391,699     $ 384,081  
     
     
 

      The following table presents information related to individually impaired loans for the years ended December 31, 2003, 2002 and 2001:

                         
Year Ended December 31,

2003 2002 2001



(In thousands)
Impaired loans with related allowance
  $ 82,272     $ 148,533     $ 89,279  
Impaired loans with no related allowance
    3,522       43,438       8,253  
     
     
     
 
Total impaired loans
  $ 85,794     $ 191,971     $ 97,532  
     
     
     
 
Total allowance for loan and lease losses on impaired loans
  $ 28,425     $ 39,197     $ 24,745  
Average impaired loans
    139,301       164,038       118,497  
Interest income recognized on impaired loans
    5,491       1,350       2,462  

      Impaired loans without the related allowance for loan and lease losses are generally collateralized by assets with fair values in excess of the recorded investment in the loans. Interest payments on impaired loans are generally applied to reduce the outstanding principal balance of such loans.

      Total nonaccrual loans and leases were $133.8 million and $225.8 million for the years ended December 31, 2003 and 2002, respectively. Loans and leases categorized as restructured and still accruing totaled $1.7 million and $4.6 million, and loans and leases that were 90 days or more past due, but still accruing were $29.4 million and $21.1 million for the same respective periods.

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9. Premises and Equipment

      At December 31, 2003 and 2002, premises and equipment were comprised of the following:

                 
Year Ended December 31,

2003 2002


(In thousands)
Premises
  $ 624,350     $ 460,993  
Equipment
    287,926       271,579  
     
     
 
Total premises and equipment
    912,276       732,572  
Less accumulated depreciation and amortization
    382,123       352,300  
     
     
 
Net book value
  $ 530,153     $ 380,272  
     
     
 

      Occupancy and equipment expenses include depreciation and amortization expenses of $41.3 million for 2003 and $41.0 million for 2002.

      The Company is obligated under a number of capital and noncancelable operating leases for premises and equipment with terms, including renewal options, up to 34 years, many of which provide for periodic adjustment of rentals based on changes in various economic indicators. Under the premises leases, we are also required to pay real property taxes, insurance and maintenance. The following table shows future minimum payments under leases with terms in excess of one year as of December 31, 2003:

                                         
Less
Capital Operating Sublease Net Lease Rental
Leases Leases Income Payments Income(1)





(In thousands)
2004
  $ 444     $ 70,542     $ (5,357 )   $ 65,629     $ 6,742  
2005
    417       52,188       (4,070 )     48,535       7,387  
2006
    417       34,441       (1,950 )     32,908       7,078  
2007
    417       28,716       (1,226 )     27,907       2,420  
2008
    379       23,245       (626 )     22,998       379  
2009 and thereafter
    837       102,159       (784 )     102,212       1,052  
     
     
     
     
     
 
Total minimum payments
  $ 2,911     $ 311,291     $ (14,013 )   $ 300,189     $ 25,058  
     
                                 
Less: interest on capital leases
    1,009                                  
     
                                 
Total principal payable on capital leases
  $ 1,902                                  
     
                                 


(1)  Rental income presented in the table above consists of FHC building rental fees.

      Rental expense, net of rental income, for all noncancellable operating leases was $45.9 million and $53.8 million for 2003 and 2002, respectively.

      In most cases, leases for premises provide for periodic renegotiation of rents based upon a percentage of the appraised value of the leased property. The renegotiated annual rent is usually not less than the annual amount paid in the previous period. Where future commitments are subject to appraisals, the minimum annual rental commitments are based on the latest annual rents.

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      Rental expense for the years indicated was:

  2003: $66.7 million
  2002: $69.5 million
  2001: $48.5 million

 
10. Goodwill and Intangible Assets

      In July 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142, which supersedes APB Opinion No. 17, “Intangible Assets,” addresses the accounting and reporting for goodwill and other intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) at and subsequent to acquisition. Under the provisions of SFAS No. 142, goodwill and certain other intangible assets which do not possess finite lives are no longer amortized into net income over an estimated life but rather are tested at least annually for impairment based on specific guidance provided in the standard. Intangible assets determined to have finite lives will continue to be amortized over their estimated useful lives and also continue to be subject to impairment testing. Application of the non-amortization provisions of this statement was effective with the BNP Paribas Merger. The remaining provisions of SFAS No. 142 were adopted by the Company effective January 1, 2002. Goodwill was subjected to a transitional impairment test during the quarter ended March 31, 2002. As of March 31, 2002, we had no impairment of our goodwill.

      In November 2002, Bank of the West acquired Trinity Capital Corporation, a privately held equipment leasing company specializing in nationwide vendor leasing programs for manufacturers in specific markets. The purchase price included $7.3 million of goodwill.

      We performed the impairment testing of goodwill required under SFAS No. 142 for the years ended December 31, 2003 and 2002, in the fourth quarters of each year. No impairment of goodwill was found. The impairment analysis was performed using a discounted cash flows model. The table below provides the breakdown of goodwill by reportable segment and the change during the year.

                                                                           
Bank of the West First Hawaiian Bank


Regional Commercial Consumer Retail Consumer Commercial Financial Consolidated
Banking Banking Finance Banking Finance Banking Management BancWest Totals









(In millions)
Balance as of January 1, 2002:
  $ 488     $ 284     $ 123     $ 650     $ 216     $ 118     $ 10     $ 173     $ 2,062  
Purchase accounting adjustments:
                                                                       
 
UCB
    727       416       185                                     1,328  
 
Trinity Capital
          7                                           7  
 
BNP Paribas
                                              (168 )     (168 )
     
     
     
     
     
     
     
     
     
 
Balance as of December 31, 2002:
  $ 1,215     $ 707     $ 308     $ 650     $ 216     $ 118     $ 10     $ 5     $ 3,229  
     
     
     
     
     
     
     
     
     
 
Purchase accounting adjustments:
                                                                       
 
UCB
    (1 )                                               (1 )
 
Trinity Capital
          (1 )                                         (1 )
     
     
     
     
     
     
     
     
     
 
Balance as of December 31, 2003:
  $ 1,214     $ 706     $ 308     $ 650     $ 216     $ 118     $ 10     $ 5     $ 3,227  
     
     
     
     
     
     
     
     
     
 

      Amortization for intangible assets was $23.1 million in 2003, $20.0 million in 2002 and $43.6 million in 2001. The estimated annual amortization expense for finite-lived intangible assets, primarily core deposit

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

intangibles arising from the BNP Paribas merger and the acquisition of UCB, is approximately $23 million (pre-tax) for each of the years from 2004 to 2008. The details of our intangible assets are depicted below:

                           
Gross Carrying Accumulated Net Book
Amount Amortization Value



(In thousands)
Balance as of December 31, 2003:
                       
Core Deposits
  $ 230,538     $ 43,181     $ 187,357  
     
     
     
 
 
Total
  $ 230,538     $ 43,181     $ 187,357  
Balance as of December 31, 2002:
                       
Core Deposits
  $ 230,538     $ 20,127     $ 210,411  
     
     
     
 
 
Total
  $ 230,538     $ 20,127     $ 210,411  

      The following table reflects consolidated net income as though the adoption of SFAS Nos. 141 and 142 occurred as of the beginning of 2001:

         
Year Ended
December 31, 2001

(In thousands)
As reported
  $ 254,804  
Goodwill amortization
    29,413  
     
 
As adjusted
  $ 284,217  
     
 
 
11. Deposits

      Interest expense related to deposits for the periods indicated was as follows:

                                   
Company Predecessor


Dec. 20, 2001 Jan. 1, 2001
Year Ended Year Ended Through Through
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Domestic:
                               
 
Interest-bearing demand
  $ 345     $ 915     $ 23     $ 1,855  
 
Savings
    64,906       94,327       1,784       84,298  
 
Time — under $100 thousand
    66,402       88,715       3,386       153,906  
 
Time — $100 thousand or over
    43,220       88,422       3,035       138,026  
     
     
     
     
 
 
Total Domestic interest expense
    174,873       272,379       8,228       378,085  
Foreign:
                               
 
Interest-bearing demand
  $ 22     $ 53     $ 2     $ 123  
 
Savings
    810       1,485       48       1,182  
 
Time — under $100 thousand
    887       1,960       87       3,355  
 
Time — $100 thousand or over
    3,640       5,589       101       2,052  
     
     
     
     
 
 
Total Foreign interest expense
    5,359       9,087       238       6,712  
     
     
     
     
 
Total interest expense on deposits
  $ 180,232     $ 281,466     $ 8,466     $ 384,797  
     
     
     
     
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table presents the maturity distribution of time certificates of deposits at December 31, 2003:

                                                                           
Less Than 4 – 6 7 – 12 1 – 2 2 – 3 3 – 4 4 – 5 Over
3 Months Months Months Years Years Years Years 5 Years Total









(In millions)
Domestic:
                                                                       
 
Time => $100K
  $ 2,918     $ 498     $ 388     $ 268     $ 182     $ 68     $ 8     $ 4     $ 4,334  
 
Time < $100K
    791       471       523       386       116       42       15       1       2,345  
     
     
     
     
     
     
     
     
     
 
 
Total Domestic
    3,709       969       911       654       298       110       23       5       6,679  
     
     
     
     
     
     
     
     
     
 
Foreign:
                                                                       
 
Time => $100K
    141       62       46       34       55       2             2       342  
 
Time < $100K
    18       7       12       10       4       1       1             53  
     
     
     
     
     
     
     
     
     
 
 
Total Foreign
    159       69       58       44       59       3       1       2       395  
     
     
     
     
     
     
     
     
     
 
Total
  $ 3,868     $ 1,038     $ 969     $ 698     $ 357     $ 113     $ 24     $ 7     $ 7,074  
     
     
     
     
     
     
     
     
     
 

      Total deposits reclassified to loans due to overdraft at December 31, 2003 and 2002 were $24.4 million and $21.8 million, respectively.

 
12. Short-Term Borrowings

      At December 31 for the years indicated, short-term borrowings were comprised of the following:

                   
Year Ended December 31,

2003 2002


(In thousands)
Bank of the West:
               
 
Securities sold under agreements to repurchase
  $ 275,158     $ 330,220  
 
Federal funds purchased
    721,710       346,896  
 
Advances from Federal Home Loan Bank of San Francisco
    1,120,000       700,000  
 
Other short-term borrowings
    2,809       32,159  
First Hawaiian:
               
 
Securities sold under agreements to repurchase
    121,959       78,320  
 
Federal funds purchased
    56,050       36,040  
 
Advances from Federal Home Loan Bank of Seattle
    75,000        
 
Other short-term borrowings
          1,115  
     
     
 
Total short-term borrowings
  $ 2,372,686     $ 1,524,750  
     
     
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The table below shows selected information for short-term borrowings:

                   
Year Ended December 31,

2003 2002


(In thousands)
Securities sold under agreements to repurchase:
               
 
Weighted average interest rate at December 31
    0.7 %     1.1 %
 
Highest month-end balance
  $ 397,118     $ 498,320  
 
Weighted average daily outstanding balance
  $ 322,075     $ 408,059  
 
Weighted average daily interest rate paid
    0.8 %     1.4 %
Federal funds purchased:
               
 
Weighted average interest rate at December 31
    0.9 %     1.2 %
 
Highest month-end balance
  $ 1,069,831     $ 615,835  
 
Weighted average daily outstanding balance
  $ 699,173     $ 370,611  
 
Weighted average daily interest rate paid
    1.4 %     1.6 %
Advances from Federal Home Loan Banks of Seattle and San Francisco:
               
 
Weighted average interest rate at December 31
    1.2 %     1.8 %
 
Highest month-end balance
  $ 1,195,000     $ 765,000  
 
Weighted average daily outstanding balance
  $ 953,152     $ 580,178  
 
Weighted average daily interest rate paid
    1.3 %     3.8 %
Other short-term borrowings:
               
 
Weighted average interest rate at December 31
    %     1.2 %
Highest month-end balance
  $ 24,013     $ 1,026,210  
Weighted average daily outstanding balance
  $ 2,265     $ 658,099  
Weighted average daily interest rate paid
    %     %

      We treat securities sold under agreements to repurchase as collateralized financings. We reflect the obligations to repurchase the identical securities sold as liabilities, with the dollar amount of securities underlying the agreements remaining in the asset accounts.

      At December 31, 2003, the weighted average maturity of these agreements was 19 days and primarily represented by non-governmental companies. Maturities of these agreements were as follows:

         
(In thousands)
Overnight
  $ 299,246  
Less than 30 days
    62,750  
30 through 90 days
    20,487  
Over 90 days
    14,635  
     
 
Total
  $ 397,118  
     
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
13. Long-Term Debt and Capital Securities

      At December 31 for the years indicated, long-term debt and capital securities were comprised of the following:

                   
Year Ended December 31,

2003 2002


(In thousands)
BancWest Corporation (Parent):
               
 
7.375% subordinated notes due 2006
  $ 51,772     $ 52,461  
 
6.54% term note due 2010
    1,550,000       1,550,000  
 
4.39% repurchase agreement due in 2011
    800,000       800,000  
 
8.343% subordinated notes due 2027
    100,000        
 
9.50% subordinated notes due 2030
    152,785        
Bank of the West:
               
 
7.35% subordinated note due 2009
    52,193       52,516  
 
8.30% subordinated note due 2011
    54,904       55,435  
 
6.33%-7.96% notes due through 2014
    1,457,469       863,507  
 
Capital leases due through 2012
    1,502       2,574  
First Hawaiian:
               
 
Capital leases due through 2022
    400       454  
     
     
 
Total long-term debt
    4,221,025       3,376,947  
     
     
 
Capital Securities
          259,191  
     
     
 
Total long-term debt and Capital Securities
  $ 4,221,025     $ 3,636,138  
     
     
 

BancWest Corporation (Parent)

      The 7.375% subordinated notes due in 2006 are unsecured obligations with interest payable semiannually.

      The 6.54% term note due in 2010 is an unsecured obligation to BNP Paribas with interest payable semiannually.

      The 4.39% repurchase agreement due in 2011 is for stock in Bank of the West with BNP Paribas.

      The 8.343% subordinated notes due in 2027 are unsecured obligations to FH Trust with interest payable semiannually.

      The 9.50% subordinated notes due in 2030 are unsecured obligations to BWE Trust with interest payable quarterly.

Bank of the West

      The 7.35% subordinated note due in 2009 is an unsecured obligation to BNP with interest payable semiannually.

      The 8.30% subordinated note due in 2011 is an unsecured general obligation with interest payable semiannually.

      The 6.33%-7.96% notes due through 2014 primarily represent advances from the Federal Home Loan Bank of San Francisco with interest payable monthly.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

BancWest Capital I

      In November 2000, the Company sold to the public $150 million in aggregate liquidation amount of BancWest Capital I Quarterly Income Preferred Securities issued by the BWE Trust, a Delaware business trust. The Company received the BWE Capital Securities (as well as all outstanding common securities of BancWest Capital I) in exchange for the Company’s 9.5% junior subordinated deferrable interest debentures, which are the sole assets of the BWE Trust. Holders of BWE Capital Securities are entitled to cumulative cash dividends at an annual rate of 9.5%, subject to possible deferral. The BWE Capital Securities and the debentures will mature on December 1, 2030, but on or after December 1, 2005 are subject to redemption in whole or in part at par plus accrued interest. The BWE Capital Securities qualify as Tier 1 capital of the Company, which has solely, fully and unconditionally guaranteed payment of all amounts due on the BWE Capital Securities to the extent the BWE Trust has funds available for payment of such distributions. As of October 31, 2003, BWE Capital Securities were no longer consolidated into the BancWest’s consolidated financials pursuant to the Company’s adoption of the provisions of FIN No. 46. The related subordinated debt is included on our consolidated balance sheet.

First Hawaiian Capital I

      In 1997, FH Trust, a Delaware business trust, issued capital securities with an aggregate liquidation amount of $100 million. The proceeds were used to purchase junior subordinated deferrable interest debentures of the Company. These debentures are the sole assets of the FH Trust. The FH Capital Securities qualify as Tier 1 capital of the Company and are solely, fully and unconditionally guaranteed by the Company. The Company owns all the common securities issued by the FH Trust. As of October 31, 2003 FH Capital Securities was no longer consolidated into the BancWest’s consolidated financials pursuant to the Company’s adoption of the provisions of FIN No. 46. The related subordinated debt is included on our consolidated balance sheet.

      The FH Capital Securities accrue and pay interest semiannually at an annual interest rate of 8.343%. The FH Capital Securities are mandatorily redeemable upon maturity date of July 1, 2027, or upon earlier redemption in whole or in part (subject to a prepayment penalty) as provided for in the governing indenture.

      Under the terms of both the BWE Capital Securities and the FH Capital Securities, the interest on the junior subordinated debentures is deferrable. If we defer interest payments on the debentures, BWE Trust and FH Trust will also defer distributions on the capital securities. During any period in which we defer interest payments on the junior subordinated debentures, we will not and our subsidiaries will not do any of the following, with certain limited exceptions:

  •  pay a dividend or make any other payment or distribution on our capital stock;
 
  •  redeem, purchase or make a liquidation payment on any of our capital stock;
 
  •  make an interest, principal or premium payment on, or repay, repurchase or redeem, any of our debt securities that rank equally with or junior to the junior subordinated debentures; or
 
  •  make any guarantee payment regarding any guarantee by us of debt securities of any of our subsidiaries, if the guarantee ranks equal with or junior to the junior subordinated debentures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      As of December 31, 2003, the principal payments due on long-term debt and capital securities were as follows:

                                 
BancWest First
Corporation Bank of Hawaiian
(Parent) the West Bank Total




(In thousands)
2004
  $     $ 1,106,583     $ 17     $ 1,106,600  
2005
          350,197       18       350,215  
2006
    50,000       226       19       50,245  
2007
          261       21       282  
2008
          262       24       286  
2009 and thereafter
    2,600,000       101,418       301       2,701,719  
     
     
     
     
 
Total
  $ 2,650,000     $ 1,558,947     $ 400     $ 4,209,347 (1)
     
     
     
     
 


(1)  Excludes purchase accounting adjustments of $11.7 million.

 
14. Accumulated Other Comprehensive Income, Net

      Comprehensive income is defined as the change in equity from all transactions other than those with stockholders and is comprised of net income and other comprehensive income. The Company’s items of other comprehensive income are net unrealized gains or losses on certain debt and equity securities and net unrealized gains or losses in cash flow hedges. Reclassification adjustments include the gains or losses on certain assets that have been reclassified to net income that were previously included in accumulated other comprehensive income. Accumulated other comprehensive income for the years ending 2003, 2002 and 2001 are presented in the table below:

                         
Income Tax
Pre-tax (Expense) After-tax
Amount Benefit Amount



(In thousands)
Predecessor:
                       
Accumulated other comprehensive income, net, December 19, 2001
  $ 4,141     $ (1,669 )   $ 2,472  
Company:
                       
Accumulated other comprehensive income, net, December 20, 2001
                 
Unrealized net holding gain arising from December 20, 2001 to December 31, 2001
    13,071       (5,270 )     7,801  
Reclassification adjustment for gains realized in net income
    (31 )     12       (19 )
     
     
     
 
Other comprehensive income
    13,040       (5,258 )     7,782  
     
     
     
 
Accumulated other comprehensive income, net, December 31, 2001
  $ 13,040     $ (5,258 )   $ 7,782  
Unrealized net gains on securities available for sale arising during the year
    67,432       (25,709 )     41,723  
Reclassification of net gains on securities available for sale included in net income
    (1,953 )     787       (1,166 )
Unrealized net gains on cash flow derivative hedges arising during the year
    67,613       (27,383 )     40,230  
Reclassification of net gains on cash flow derivative hedges included in net income
    (19,337 )     7,831       (11,506 )
     
     
     
 
Other comprehensive income
    113,755       (44,474 )     69,281  
     
     
     
 
Accumulated other comprehensive income, net, December 31, 2002
  $ 126,795     $ (49,732 )   $ 77,063  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                         
Income Tax
Pre-tax (Expense) After-tax
Amount Benefit Amount



(In thousands)
Unrealized net losses on securities available for sale arising during the year
    (63,620 )     25,766       (37,854 )
Reclassification of net gains on securities available for sale included in net income
    (4,289 )     1,737       (2,552 )
Unrealized net gains on cash flow derivative hedges arising during the year
    21,474       (8,697 )     12,777  
Reclassification of net gains on cash flow derivative hedges included in net income
    (22,765 )     9,220       (13,545 )
     
     
     
 
Other comprehensive income
    (69,200 )     28,026       (41,174 )
     
     
     
 
Accumulated other comprehensive income, net, December 31, 2003
  $ 57,595     $ (21,706 )   $ 35,889  

      Accumulated other comprehensive income, net of tax, consisted of net unrealized gains on available-for-sale securities of $7,933, $48,339 and $7,782 at December 31, 2003, 2002 and 2001; respectively and net unrealized gains on cash flow derivative hedges of $27,956 and $28,724 at December 31, 2003 and 2002 respectively. There were no cash flow derivative hedges at December 31, 2001.

 
15. Regulatory Capital Requirements

      The Company’s depository institution subsidiaries are subject to various regulatory capital requirements administered by the Federal banking agencies. If they fail to meet minimum capital requirements, these agencies can initiate certain mandatory actions. Such regulatory actions could have a material effect on the Company’s financial statements.

      Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company’s depository institution subsidiaries must each meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. These capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

      Quantitative measures established by regulation to ensure capital adequacy require the Company’s depository institution subsidiaries to maintain minimum amounts and ratios of Tier 1 and Total capital to risk-weighted assets, and of Tier 1 capital to average assets. The table below sets forth those ratios at December 31, 2003 and 2002.

                                                   
To be Well-
Capitalized Under
For Capital Adequacy Prompt Corrective
Actual Purposes Action Provisions



Amount Ratio Amount Ratio Amount Ratio






(Dollars in thousands)
As of December 31, 2003:
                                               
Tier 1 capital to risk-weighted assets:
                                               
 
Bank of the West
  $ 2,486,220       10.72 %   $ 927,778       4.00 %   $ 1,391,667       6.00 %
 
First Hawaiian Bank
    848,320       12.85       263,994       4.00       395,991       6.00  
Total capital to risk-weighted assets:
                                               
 
Bank of the West
  $ 3,001,394       12.94 %   $ 1,855,556       8.00 %   $ 2,319,445       10.00 %
 
First Hawaiian Bank
    1,004,127       15.21       527,988       8.00       659,986       10.00  
Tier 1 capital to average assets (leverage ratio)(1):
                                               
 
Bank of the West
  $ 2,486,220       9.55 %   $ 1,040,985       4.00 %   $ 1,301,231       5.00 %
 
First Hawaiian Bank
    848,320       9.91       342,328       4.00       427,911       5.00  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                                   
To Be Well-
Capitalized
Under Prompt
For Capital Adequacy Corrective Action
Actual Purposes Provisions



Amount Ratio Amount Ratio Amount Ratio






(In thousands)
As of December 31, 2002:
                                               
Tier 1 capital to risk-weighted assets:
                                               
 
Bank of the West
  $ 2,138,936       9.93 %   $ 861,449       4.00 %   $ 1,292,173       6.00 %
 
First Hawaiian Bank
    732,441       11.19       261,775       4.00       392,663       6.00  
Total capital to risk-weighted assets:
                                               
 
Bank of the West
  $ 2,633,602       12.23 %   $ 1,722,898       8.00 %   $ 2,153,622       10.00 %
 
First Hawaiian Bank
    887,254       13.56       523,551       8.00       654,439       10.00  
Tier 1 capital to average assets (leverage ratio)(1):
                                               
 
Bank of the West
  $ 2,138,936       9.17 %   $ 933,283       4.00 %   $ 1,166,604       5.00 %
 
First Hawaiian Bank
    732,441       9.21       317,972       4.00       397,465       5.00  


(1)  The leverage ratio consists of a ratio of Tier 1 capital to average assets excluding goodwill and certain other items. The minimum leverage ratio guideline is three percent for banking organizations that do not anticipate or are not experiencing significant growth, and that have well-diversified risk, excellent asset quality, high liquidity, good earnings, a strong banking organization, and rated a composite 1 under the Uniform Financial Institution Rating System established by the Federal Financial Institution Examination Council. For all others, the minimum ratio is 4%.

      Pursuant to applicable laws and regulations, each of the depository institution subsidiaries have been notified by the Federal Deposit Insurance Corporation (“FDIC”) that each of them is deemed to be well-capitalized. To be well-capitalized, a bank must have a total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 6.00% or greater, a leverage ratio of 5.00% or greater and not be subject to any agreement, order or directive to meet a specific capital level for any capital measure. Management believes that no conditions or events have occurred since the respective notifications to change the capital category of either of its depository institution subsidiaries.

 
16. Limitations on Payment of Dividends

      The primary sources of funds that we may use to pay dividends to BNP Paribas are dividends the Parent receives from its subsidiaries. Regulations limit the amount of dividends Bank of the West and First Hawaiian Bank may declare or pay. At December 31, 2003, the aggregate amount available for payment of dividends by such subsidiaries without prior regulatory approval was $810.5 million.

 
17. Benefit Plans
 
Pension and Other Postretirement Benefit Plans

      The Company sponsors a noncontributory defined benefit pension plan, which is a merger of two separate plans. The first plan, for First Hawaiian employees, was frozen at December 31, 1995. As a result of that freeze, there are no further benefit accruals for First Hawaiian employees in the merged plan. The second plan, for Bank of the West employees, was a cash balance pension plan. The merged employee retirement plan (“ERP”) continues to provide cash balance benefit accruals for eligible Bank of the West employees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company also sponsors an unfunded excess benefit pension plan covering employees whose pay or benefits exceed certain regulatory limits, unfunded postretirement medical and life insurance plans, and, for certain key executives, an unfunded supplemental executive retirement plan (“SERP”).

      In connection with the acquisition of United California Bank (“UCB”), the Company assumed the pension and postretirement obligations of UCB. UCB employees participated in a noncontributory final pay defined benefit pension plan, an unfunded excess benefit pension plan covering employees whose pay or benefits exceed certain regulatory limits, an unfunded postretirement medical plan, and a 401(k) savings plan. In addition, certain key executives were eligible for a supplemental pension benefit if they met certain age and service conditions. The UCB plans were curtailed on June 30, 2003. The Company integrated UCB employees into the Company’s existing benefit plan structure on July 1, 2003. UCB employees were guaranteed the benefits they acquired through the UCB plans up to the curtailment date. The curtailment reduced the projected benefit obligation of the UCB retirement plan by $29.5 million measured as of July 1, 2003, which did not exceed the unrecognized net loss as of that date. The projected benefit obligation related to the UCB supplemental plan decreased by $2.9 million due to the curtailment. This exceeded the unrecognized loss in that plan resulting in a curtailment gain of $0.15 million during 2003. Special benefits were provided to UCB participants meeting certain age and service requirements; this is reflected as a termination benefit and is included in the pension liability. The special benefits were accounted for as an adjustment to goodwill as a purchase accounting adjustment due to the business combination of UCB with Bank of the West. The benefit obligations assumed by the Company in connection with the acquisition and the effect of the curtailment have been reflected in the table below.

      BancWest also has a non-qualified pension plan (the “Directors’ Retirement Plan”) that provides for eligible directors to qualify for retirement benefits based on their years of service as a director.

      The Company uses a December 31st measurement date for its pension and post retirement plans.

      Accounting for defined benefit pension plans involves four key variables that are utilized in the calculation of the Company’s annual pension costs. These factors include (1) size of the employee population and their estimated compensation increases, (2) actuarial assumptions and estimates, (3) expected long-term rate of return on plan assets and (4) the discount rate. Pension expense is directly affected by the number of employees eligible for pension benefits and their estimated compensation increases. Management is able to estimate compensation increases by reviewing the Company’s salary increases each year and comparing these figures with industry averages. In estimating the projected benefit obligation, actuaries base assumptions on factors such as the mortality rate, turnover rate, retirement rate, disability rate and other assumptions related to the population of individuals in the pension plan. The Company calculates the expected return on plan assets each year based on the balance of the pension asset portfolio at the beginning of the year and the expected long-term rate of return on that portfolio in accordance to SFAS 87, Employers’ Accounting for Pensions. In determining the reasonableness of the expected rate of return, a number of factors are considered including the actual return earned on plan assets, historical rates of return on the various asset classes in which the plan portfolio is comprised, independent projections of returns on the various asset classes, current/ projected capital market conditions and economic forecasts.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following tables summarize changes to the benefit obligation and fair value of plan assets for the years indicated:

                                 
Pension Benefits Other Benefits


2003 2002 2003 2002




(In thousands)
Benefit obligation at beginning of year
  $ 408,059     $ 168,505     $ 41,765     $ 23,746  
Service cost
    10,316       10,223       2,066       1,913  
Interest cost
    26,817       22,451       2,501       2,135  
Amendments
                       
Actuarial (gain) loss
    28,765       19,121       (1,505 )     5,635  
Termination of benefits
    6,597                    
Curtailment of UCB plan
    (32,409 )                  
Acquisitions
          202,682             10,145  
Benefit payments
    (18,332 )     (14,923 )     (2,338 )     (1,809 )
     
     
     
     
 
Benefit obligation at end of year
  $ 429,813     $ 408,059     $ 42,489     $ 41,765  
     
     
     
     
 
                                 
Pension Benefits Other Benefits


2003 2002 2003 2002




(In thousands)
Fair value of plan assets at beginning of year
  $ 325,862     $ 153,312     $     $  
Actual return on plan assets
    52,578       (45,468 )            
Acquisitions
          185,611              
Employer contributions
    12,068       47,330       2,338       1,809  
Benefit payments
    (18,332 )     (14,923 )     (2,338 )     (1,809 )
     
     
     
     
 
Fair value of plan assets at end of year
  $ 372,176     $ 325,862     $     $  
     
     
     
     
 

      The following table summarizes the funded status of the plans and amounts recognized/ unrecognized in the Consolidated Balance Sheets:

                                 
Pension Benefits Other Benefits


2003 2002 2003 2002




(In thousands)
Funded status
  $ (57,637 )   $ (82,197 )   $ (42,489 )   $ (41,765 )
Unrecognized net (gain) loss
    50,305       87,476       3,991       5,696  
Unrecognized prior service cost
                       
     
     
     
     
 
Net amount recognized
  $ (7,332 )   $ 5,279     $ (38,498 )   $ (36,069 )
     
     
     
     
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Amounts recognized in the statement of financial position consist of:

                                 
Pension Benefits Other Benefits


2003 2002 2003 2002




(In thousands)
Prepaid benefit cost
  $ 52,674     $ 60,382     $     $  
Accrued benefit liability
    (60,006 )     (55,103 )     (38,498 )     (36,069 )
Intangible assets
                       
     
     
     
     
 
Net amount recognized
  $ (7,332 )   $ 5,279     $ (38,498 )   $ (36,069 )
     
     
     
     
 

      Unrecognized net gains or losses that exceed 5% of the greater of the projected benefit obligation or the market-related value of plan assets as of the beginning of the year, are amortized on a straight-line basis over five years. Amortization of the unrecognized net gain or loss is included as a component of net pension cost. If amortization results in an amount less than the minimum amortization required under generally accepted accounting principles, the minimum required amount is recorded.

      As of December 31, 2003 and 2002, no company stock was held by the pension plans.

      As part of the application of purchase price accounting for the UCB acquisition and the BNP Paribas Merger, liabilities of $5.9 million and $33.9 million were recorded as a fair value adjustment in 2003 and 2002, respectively.

      The accumulated benefit obligation for all defined benefit pension plans was $420.7 million and $372.1 million at December 31, 2003, and 2002, respectively.

      Key provisions for the pension plans, excluding the unfunded plans, as of December 31, 2003 and 2002 were as follows:

                 
December 31,

2003 2002


(In thousands)
Projected benefit obligation
  $ 361,846     $ 349,203  
Accumulated benefit obligation
    361,846       323,714  
Fair value of plan assets for the retirement plan with plan assets in excess of accumulated benefit obligations
    372,176       325,862  

      Except for the funded pension plans, the remaining plans had an accrued benefit liability. The benefit obligations for the unfunded plans were $68.0 million and $58.9 million at December 31, 2003 and 2002, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the components of the net periodic benefit cost (credit) for 2003, 2002 and 2001:

                                                 
Pension Benefits Other Benefits


2003 2002 2001 2003 2002 2001






(In thousands)
Service cost
  $ 10,316     $ 10,223     $ 4,039     $ 2,066     $ 1,913     $ 1,269  
Interest cost
    26,817       22,451       11,064       2,501       2,135       1,346  
Expected return on plan assets
    (30,196 )     (27,869 )     (16,182 )                  
Amortization of transition (asset)/ obligation
                (1,100 )                  
Amortization of prior service cost
                1,528                   93  
Recognized net actuarial (gain) loss
    11,296             (6 )     (9 )     (62 )     96  
     
     
     
     
     
     
 
Net periodic benefit cost (credit)
    18,233       4,805       (657 )     4,558       3,986       2,804  
Curtailment (gain) recognized
    (150 )                              
     
     
     
     
     
     
 
Total benefit cost (credit)
  $ 18,083     $ 4,805     $ (657 )   $ 4,558     $ 3,986     $ 2,804  
     
     
     
     
     
     
 

      The following table sets forth the components of the net periodic benefit cost (credit) for our funded plans for 2003, 2002 and 2001:

                         
Funded Pension Benefits

2003 2002 2001



Service cost
  $ 8,527     $ 8,134     $ 2,396  
Interest cost
    22,730       19,355       8,531  
Expected return on plan assets
    (30,196 )     (27,869 )     (16,182 )
Amortization of transition (asset)/ obligation
                (1,100 )
Amortization of prior service cost
                400  
Recognized net actuarial (gain) loss
    10,694              
     
     
     
 
Net periodic benefit cost (credit)
  $ 11,755     $ (380 )   $ 5,955  
     
     
     
 

      Certain information presented in this section combines the Company’s consolidated results of operations from December 20, 2001 to December 31, 2001 with those for the period from January 1, 2001 to December 19, 2001. Financial information for the period from December 20, 2001 through December 31, 2001 was not material.

 
Assumptions

      Weighted-average assumptions used to determine benefit obligations were as follows at December 31:

                                                 
ERP Pension SERP Pension
Benefits Benefits Other Benefits



2003 2002 2003 2002 2003 2002






Discount rate
    6.25 %     6.75 %     6.25 %     6.75 %     6.25 %     6.75 %
Rate of compensation increase
    4.00 %     4.00 %     4.00 %     4.00 %     NA       NA  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,

                                                                         
ERP Pension Benefits SERP Pension Benefits Other Benefits



2003 2002 2001 2003 2002 2001 2003 2002 2001









Discount rate
    6.75 %     7.00 %     7.00 %     6.75 %     7.00 %     7.00 %     6.75 %     7.00 %     7.00 %
Expected long-term return on plan assets
    9.50 %     9.50 %     9.50 %     NA       NA       NA       NA       NA       NA  
Rate of compensation increase
    4.00 %     4.00 %     4.00 %     4.00 %     4.50 %     4.50 %     NA       NA       NA  

      The long-term rate of return on assets was based on the compound average growth rate of the plans assets, excluding contributions, during the last fifteen years.

      Assumed health care cost trend rates at December 31,

                                                 
Bank of First Hawaiian
the West Bank UCB



2003 2002 2003 2002 2003 2002






(In thousands)
Health care cost trend rate assumed for next year
    8 %     15 %     9 %     9 %     8 %     15 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
    5 %     5 %     5 %     5 %     5 %     5 %
Year that the rate reaches the ultimate trend rate
    2010       2007       2011       2010       2010       2010  

      Assumed health care cost trend rates have an impact on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following pre-tax effect:

                 
One-Percentage- One-Percentage-
Point Increase Point Decrease


(In thousands)
Effect on 2003 total of service and interest cost components
  $ 408     $ (353 )
Effect on postretirement benefit obligation at December 31, 2003
  $ 2,551     $ (2,246 )
 
Plan Assets

      BancWest’s pension plan asset allocations at December 31, 2003 and 2002 were as follows:

                                 
BancWest UCB Plan
Plan Assets at Assets at
December 31, December 31,


2003 2002 2003 2002




Equity securities
    71 %     61 %     52 %     50 %
Debt securities
    20 %     24 %     30 %     33 %
Real estate
    0 %     0 %     0 %     0 %
Cash and cash equivalents
    5 %     12 %     18 %     17 %
Other
    4 %     3 %     0 %     0 %
     
     
     
     
 
Total
    100 %     100 %     100 %     100 %

      Equity securities in the BancWest and UCB plans did not include BancWest common stock at December 31, 2003 and 2002. The maturities of debt securities in the BancWest plan at December 31, 2003, range from 7 to 8 years with a weighted-average maturity of 7.6 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The assets within the BancWest Employee Retirement Plan and the UCB Retirement Plan (“the Plans”) are managed in accordance with the Employee Retirement Income Security Act of 1974 (ERISA). The objective of the Plans is to achieve, over full market cycles, a compounded annual rate of return equal to or greater than the Plans’ expected long-term rates of return. The Plans’ committees recognize that capital markets can be unpredictable and that any investment could result in periods where the market value of the Plans’ assets will decline in value. The asset allocation is likely to be the primary determinant of the Plans’ return and the associated volatility of returns for the Plans. The Plans’ expected long-term rate of return was estimated to be 9.5% at both December 31, 2002 and December 31, 2003.

      The UCB Retirement Plan assets are managed with a focus on asset allocation. Management’s assessment of the plan’s long-term needs for liquidity and income drives the asset allocation parameters. Asset allocation is also used to manage and limit volatility and risk within the plan. Given the curtailment of the UCB Retirement Plan, a more risk averse management approach was approved by management effective November 2003 and will be employed by the plan’s investment advisor henceforth. The UCB Retirement Plan uses proprietary mutual funds and a collective investment fund to invest in the equity and debt markets. The equity funds provide broad market exposure to both large and small cap, domestic and international stocks, while the debt fund provides exposure to the investment grade domestic bond market. The plan has not used derivative instruments in the past, and has no plans to utilize them in the future.

      The target asset allocations for the two plans for December 31, 2004 are as follows:

                 
BancWest Plan UCB Plan


Equity securities
    50-70 %     40 %
Debt securities
    20-40 %     60 %
Real estate
    0-15 %     0 %
Cash
    0 %     0 %
Other
    0-15 %     0 %
 
Contributions

      BancWest expects to contribute $2.5 million to its defined benefit pension plans and $2.5 million to its other post retirement benefit plans in 2004.

 
Money Purchase and 401(k) Match Plans

      The Company contributes to a defined contribution money purchase plan, the Bank of the West Savings Plan. The Company matches employees’ contributions (up to 3% of pay) to a 401(k) component of the defined contribution plan. The plan covers substantially all employees who satisfy applicable age and length-of-service requirements, except for a select group of key executives who are eligible for the Company’s unfunded supplemental executive retirement plan.

      For 2003, 2002 and 2001, the money purchase plan contribution was $3.9 million, $4.6 million and $4.7 million, respectively. The matching employer contributions to the 401(k) plan for 2003, 2002 and 2001 were $6.1 million, $5.4 million and $4.1 million, respectively. Matching employer contributions for 2001 reflect the addition of the Bank of the West Savings Plan participants to the Company’s defined contribution plan. Matching employer contributions for 2003 and 2002 reflect Bank of the West’s contributions to the United California Bank Premiere Savings Plan for the period September 1, 2002 through June 30, 2003. As of July 1, 2003 UCB employees were integrated into the Bank of the West Savings Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Incentive Plan for Key Executives

      The Company has an Incentive Plan for Key Executives (the “IPKE”), under which cash awards are made to key executives. The IPKE limits the aggregate and individual value of awards that could be issued in any one fiscal year. Salary and employee benefits expense includes IPKE expense of $23 million for 2003, $17 million for 2002 and $10 million for 2001.

 
Long-Term Incentive Plan

      The Long-Term Incentive Plan (the “LTIP”) pays cash awards to selected key executives if the Corporation achieves specified performance levels over multi-year performance cycles. Due to the change-in-control provisions of the LTIP plan, as a result of the BNP Paribas Merger, the Company paid a maximum award to the participants in each of the three open cycles that began in 1999, 2000 and 2001. New three-year LTIP cycles began on January 1, 2002, 2003 and 2004. Salary and employee benefits expense for the Company includes LTIP expense of $4 million for 2003, $5 million for 2002 and $4 million for 2001.

 
18. Stock-Based Compensation
 
Stock Incentive Plan (“SIP”)

      Due to the BNP Paribas Merger, the SIP was terminated and each vested and unvested option outstanding under the SIP was cancelled. We became obligated to pay our option holders $35 per share less the applicable option exercise price. Those payments were made in January 2002.

      The following table summarizes activity under the SIP and SierraWest Option Plans for 2001:

                 
Options Outstanding

Weighted
Average
Exercise
Shares Price


Balance at December 19, 2001
    4,986,702       18.49  
Cancellation of options
    (4,986,702 )     18.49  
     
         
Balance at December 31, 2001
             
     
         

      In accounting for our option plans, we applied APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. There has been no compensation cost charged against income for the option plans, as options were granted at exercise prices no less than the fair market value of the common stock on the date of grant. Had compensation cost for the option plans been determined in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” net income would have been reduced to the pro forma amount indicated below:

           
January 1, 2001
Through
December 19, 2001

(In thousands)
Net income:
       
 
As reported
  $ 246,502  
     
 
 
Pro forma
  $ 239,835  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Under SFAS No. 123, the fair value of each grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for the grants:

         
2001

Expected dividend yield
    3.04 %
Expected common stock volatility
    27.67  
Risk-free interest rate
    6.22  
Expected life of the options
    6  years  

      The weighted average grant date fair value of options granted was $6.98 in 2001.

 
Discounted Share Purchase Plan

      The 2002 Discounted Share Purchase Plan (“2002 DSPP”) provided to U.S. resident employees of BNP Paribas, including employees of the Company, an opportunity to acquire shares in BNP Paribas. The purpose of the plan is to provide an increased incentive for these employees to contribute to the future success and prosperity of BNP Paribas. Eligible U.S. employees were those who were employed on March 6, 2002 and remained employed until at least June 3, 2002. Participants were allowed to purchase shares, up to specified limits, at a discount of 20% of the market value on February 28, 2002. In addition, the participants were granted shares, based on the number they purchased, paid for by the Company.

      The shares under the DSPP plan must be held by the participants for a minimum of five years or until employment is terminated. In June 2002, a total of 124,763 shares were purchased by the Company’s employees, and an additional 30,490 shares were granted to these participants. The fair value of each share on the issue date was $51.81. The Company recognized a related compensation and benefits expense of $4.4 million in 2002.

 
19. Other Noninterest Expense

      For the periods indicated, other noninterest expense included the following:

                                   
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
Dec. 31, Dec. 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Stationery and supplies
  $ 25,416     $ 29,016     $ 928     $ 21,076  
Advertising and promotions
    23,535       27,420       666       16,400  
Other
    131,820       102,040       2,016       83,056  
     
     
     
     
 
 
Total other noninterest expense
  $ 180,771     $ 158,476     $ 3,610     $ 120,532  
     
     
     
     
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
20. Income Taxes

      The table below excludes $1.7 million of tax expense resulting from the cumulative effect of the adoption of FIN 46. For the periods indicated, the provision for income taxes was comprised of the following:

                                     
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
Dec. 31, Dec. 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Current:
                               
 
Federal
  $ 214,911     $ 70,535     $ 2,140     $ 75,733  
 
States and other
    51,914       25,456       596       21,110  
     
     
     
     
 
   
Total current
    266,825       95,991       2,736       96,843  
     
     
     
     
 
Deferred:
                               
 
Federal
    (3,127 )     113,558       1,589       56,254  
 
States and other
    9,000       24,445       382       13,508  
     
     
     
     
 
   
Total deferred
    5,873       138,003       1,971       69,762  
     
     
     
     
 
Total provision for income taxes
  $ 272,698     $ 233,994     $ 4,707     $ 166,605  
     
     
     
     
 

      At December 31, 2003, the Company has a federal alternative minimum tax credit carryforward of $235,000 and state general business credit carryforwards of $2,494,000 which may be used to offset future Federal and state income taxes. The credits do not expire. The components of the Company’s net deferred income tax liabilities at December 31, 2003 and 2002 were as follows:

                   
2003 2002


(In thousands)
Assets
               
Allowance for loan and lease losses and nonperforming assets
  $ 181,844     $ 177,326  
Deferred compensation expenses
    61,065       54,152  
Intangible assets
          2,831  
State income and franchise taxes
    11,951       7,055  
Other
    22,732       14,423  
     
     
 
Total deferred income tax assets
    277,592       255,787  
     
     
 
Liabilities
               
Leases
    771,395       744,169  
Investment securities
    37,340       64,229  
Depreciation expense
    18,498       23,082  
Intangible assets
    10,303        
     
     
 
 
Total deferred income tax liabilities
    837,536       831,480  
     
     
 
Net deferred income tax liabilities
  $ 559,944     $ 575,693  
     
     
 

      Net deferred income tax liabilities are included in other liabilities in the Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following analysis reconciles the Federal statutory income tax rate to the effective income tax rate for the periods indicated:

                                                         
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
December 31, December 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




Amount % Amount % Amount Amount %







(in thousands)
Federal statutory income tax rate
  $ 249,071       35.0 %   $ 208,364       35.0 %   $ 4,098     $ 145,043       35.0 %
Foreign, state and local taxes, net of Federal income tax benefit
    39,945       5.6       36,027       6.1       700       24,780       6.0  
Goodwill amortization
                                  10,866       2.5  
Tax credits
    (9,374 )     (1.3 )     (14,407 )     (2.4 )     (211 )     (7,454 )     (1.8 )
Other
    (6,944 )     (1.0 )     4,010       0.6       120       (6,630 )     (1.5 )
     
     
     
     
     
     
     
 
Effective income tax rate
  $ 272,698       38.3 %   $ 233,994       39.3 %   $ 4,707     $ 166,605       40.2 %
     
     
     
     
     
     
     
 

      For information regarding lease-in/ lease-out transactions, see Note 23 to the Consolidated Financial Statements.

 
21. Operating Segments

      Our reportable segments are the ones we use in our internal reporting at Bank of the West and First Hawaiian Bank. Bank of the West’s segments operate primarily in California, Oregon, Washington, Idaho, New Mexico and Nevada. As discussed below, certain Bank of the West segments conduct business nationwide. Although First Hawaiian Bank’s segments operate primarily in Hawaii, it also has significant operations outside the state, such as leveraged leases, international banking and branches in Guam and Saipan.

      The results of each segment are determined by our management accounting process, which assigns balance sheet and income statement items to each reporting segment. The net interest income of each segment includes the results of the respective bank’s transfer pricing process, which assesses an internal funds charge on all segment assets and a funds credit on all segment liabilities. The internal charges and credits assigned to each asset and liability are intended to match the maturity, repayment and interest rate characteristics of that asset or liability. With the exception of goodwill, assets are allocated to each business segment on the basis of assumed benefit to their business operations. Goodwill is assigned on the basis of projected future earnings of the segments. The process of management accounting is dynamic and subjective. There is no comprehensive or authoritative guidance which can be followed. Changes in management structure and/or the allocation process may result in changes in allocations and transfers. In that case, results for prior periods would be (and have been) restated for comparability. Results for 2002 and 2001 have been restated to reflect changes in the transfer pricing methodology and noninterest income and expense allocation methodology applied in 2003.

 
Bank of the West

      Bank of the West manages its operations through three business segments: Regional Banking, Commercial Banking and Consumer Finance.

                  Regional Banking

      Regional Banking seeks to serve a broad customer base by furnishing a wide range of retail and commercial banking products. Deposit products offered by this segment include checking accounts, savings

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deposits, market rate accounts, individual retirement accounts and time deposits. Regional Banking utilizes its branch network as its principal funding source. Bank of the West’s telephone banking service, a network of automated teller machines and the online eTimeBanker service provide retail customers with other means of accessing and managing their accounts.

      Through its branch network, this business segment originates a variety of consumer loans, including direct vehicle loans, lines of credit and second mortgages. In addition, Regional Banking originates and holds a portfolio of first mortgage loans on one- to four-family residences. Through its commercial banking operations conducted from its branch network, Regional Banking offers a wide range of commercial banking products intended to serve the needs of smaller community-based businesses. These include in-branch originations of standardized loan and deposit products for businesses with relatively simple banking and financing needs. Regional Banking also provides a number of fee-based products and private banking services for small business principals including trust and investment services.

      More complex and customized commercial banking services are offered through the segment’s Business Banking Centers which serve clusters of branches and provide lending, deposit and cash management services to companies operating in the relevant market areas. Business Banking Centers support commercial lending activities for middle market business customers in locations throughout California, as well as Portland, Oregon, Reno and Las Vegas, Nevada and Albuquerque, New Mexico.

      The Regional Banking Segment also includes a Pacific Rim Division which offers multilingual services through a branch network in predominately Asian American communities in California, with specialized domestic and international products and services for both individuals and companies.

 
Commercial Banking

      The Commercial Banking Segment supports business clients with revenues between $25 million and $350 million. This segment’s clients include those engaged in agribusiness, real estate industries, as well as, churches, Small Business Administration (SBA) and equipment leasing clients. Equipment leasing is available through the Company’s commercial offices, branches, brokers across the nation and its subsidiary, Trinity Capital. Trinity specializes in nationwide vendor leasing and servicing programs for manufacturers in specific markets.

      Services offered include cash management, trade finance, correspondent banking services and syndication of commercial credits.

 
Consumer Finance

      The Consumer Finance Segment targets the origination of auto loans and leases in the western United States, and recreational vehicle and marine loans nationwide, with emphasis on originating credits at the high end of the credit spectrum. These loans and leases are originated through a network of auto dealers and recreational vehicle and marine dealers serviced by sales representatives located throughout the country. This segment also includes Bank of the West’s wholly-owned subsidiary, Essex Credit Corporation, which focuses on the origination of marine and recreational vehicle loans directly with customers. In February 2004, Essex began retaining certain types of loans in its own portfolio. In previous years, Essex sold substantially all of its loans to investors while maintaining servicing contracts. Essex has office locations throughout the United States.

 
First Hawaiian Bank

      First Hawaiian Bank manages its operations through the following business segments: Retail Banking, Consumer Banking, Commercial Banking and Financial Management.

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Retail Banking

      First Hawaiian Bank’s Retail Banking Segment operates its main banking office in Honolulu, Hawaii, and 55 other banking offices located throughout Hawaii. First Hawaiian Bank also operates three branches in Guam and two branches in Saipan.

      The focus of First Hawaiian Bank’s retail/community banking strategy is primarily in Hawaii, where it has a 40% market share of the domestic bank deposits of individuals, corporations and partnerships in the state as of December 31, 2003. Thanks to its significant market share in Hawaii, First Hawaiian Bank already has product or service relationships with a majority of the households in the state. Therefore, a key goal of its retail community banking strategy is to build those relationships by cross-selling additional products and services to existing individual and business customers.

      In pursuing the community banking markets in Hawaii, Guam and Saipan, First Hawaiian Bank seeks to serve a broad customer base by furnishing a range of retail and commercial banking products. Through its branch network, First Hawaiian Bank generates first-mortgage loans on residences and a variety of consumer loans, consumer lines of credit and second mortgages. Through commercial banking operations conducted from its branch network, First Hawaiian Bank offers a wide range of banking products intended to serve the needs of smaller, community-based businesses. First Hawaiian Bank also provides a number of fee-based products and services such as annuities and mutual funds, insurance and securities brokerage.

      To complement its branch network and serve these customers, First Hawaiian Bank operates a system of automated teller machines, a 24-hour phone center in Honolulu and a full-service internet banking system.

 
Consumer Finance

      Consumer Lending: First Hawaiian Bank offers many types of loans and credits to consumers, including lines of credit (uncollateralized or collateralized) and various types of personal and automobile loans. First Hawaiian Bank also provides indirect consumer automobile financing on new and used autos by purchasing finance contracts from dealers. First Hawaiian Bank’s Dealer Center is the largest commercial bank automobile lender in the State of Hawaii. First Hawaiian Bank is the largest issuer of MasterCard®credit cards and VISA® credit cards in Hawaii.

      Real Estate Lending-Residential: First Hawaiian Bank makes residential real estate loans, including home-equity loans, to enable borrowers to purchase, refinance, improve or construct residential real property. The loans are collateralized by mortgage liens on the related property, substantially all located in Hawaii. First Hawaiian Bank also originates residential real estate loans for sale on the secondary market.

 
Commercial Banking

      Commercial Lending: First Hawaiian Bank is a major lender to small and medium-sized businesses in Hawaii and Guam. Lending services include receivable and inventory financing, term loans, for equipment acquisition and facilities expansion and trade financing letters of credit. To support the cash management needs of both commercial banking customers and large private and public deposit relationships maintained with the Company, First Hawaiian Bank operates a Cash Management Department which provides a full range of innovative and relationship-focused cash management services.

      Real Estate Lending-Commercial: First Hawaiian Bank provides interim construction, residential track development and permanent financing for commercial real estate projects, including retail facilities, warehouses and office buildings. The Bank also does lease-to-fee conversion financing for condominium associations and cooperatives.

      International Banking Services: First Hawaiian Bank provides international banking products and services through First Hawaiian Bank’s branch system, its Japan Business Development Department in

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Honolulu, a Grand Cayman branch, three Guam branches, two branches in Saipan and a representative office in Tokyo, Japan. First Hawaiian Bank maintains a network of correspondent banking relationships throughout the world. First Hawaiian Bank’s trade-related international banking activities are concentrated in the Asia-Pacific area.

      Leasing: First Hawaiian Bank provides leasing services for businesses from heavy equipment to office computer and communication systems.

 
Financial Management

      Trust and Investment Services: First Hawaiian Bank’s Financial Management Segment offers a full range of trust and investment management services, and also seeks to reinforce customer relationships developed by or in conjunction with the Retail Banking Segment. The Financial Management Segment provides asset management, advisory and administrative services for estates, trusts and individuals. It also acts as trustee and custodian of retirement and other employee benefit plans. At December 31, 2003, the Trust and Investments Division had approximately 4,000 accounts with a market value of $9.1 billion. Of this total, $5.7 billion represented assets in nonmanaged accounts and $3.4 billion were managed assets.

      Securities and Insurance Services: First Hawaiian Bank, through a wholly-owned subsidiary, First Hawaiian Insurance, Inc., provides insurance brokerage services for personal, business or estate insurance to its customers. First Hawaiian Insurance offers insurance needs analysis for individuals, families and businesses, as well as life, disability and long-term care insurance products. In association with an independent registered broker-dealer, First Hawaiian Bank offers mutual funds, annuities and other securities in its branches.

      Private Banking Services: The Private Banking Department within First Hawaiian Bank’s Financial Management Segment provides a wide range of products to high-net-worth individuals.

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     The table below presents information about the Company’s operating segments as of or for the periods indicated. The “Other BancWest” category in the table below consists principally of BancWest Corporation (Parent Company), FHL Lease Holding Company, Inc. and BancWest Investment Services (“BWIS”). The reconciling items are principally consolidating entries to eliminate intercompany balances and transactions. Certain information presented in this section combines the Company’s consolidated results of operations from December 20, 2001 to December 31, 2001 with those for the period from January 1, 2001 to December 19, 2001. Financial information for the period from December 20, 2001 through December 31, 2001 was not material. The following table summarizes significant financial information, as of or for years ended December 31, of our reportable segments:
                                                                           
Bank of the West First Hawaiian Bank


Regional Commercial Consumer Retail Consumer Commercial Financial
Banking Banking Finance Other(1) Banking Finance Banking Management Other(2)









(In millions)
Year ended December 31, 2003:
                                                                       
 
Net interest income
  $ 495.0     $ 315.7     $ 207.1     $ 76.3     $ 230.1     $ 85.8     $ 30.8     $     $ (3.4 )
 
Noninterest income
    163.1       45.7       11.8       25.2       57.1       28.9       8.2       29.6       17.6  
 
Noninterest expense
    426.2       115.1       60.3       30.0       168.3       45.8       8.4       25.1       0.1  
 
Provision for loan and lease losses
    11.4       (0.6 )     54.6             6.4       9.5       4.4             (4.4 )
 
Tax provision (benefit)
    86.4       96.8       40.8       28.0       42.1       22.2       7.1       1.8       9.4  
     
     
     
     
     
     
     
     
     
 
 
Income before cumulative effect of accounting change
    134.1       150.1       63.2       43.5       70.4       37.2       19.1       2.7       9.1  
 
Cumulative effect of accounting change, net of tax
                                                    (2.4 )
     
     
     
     
     
     
     
     
     
 
 
Net income (loss)
  $ 134.1     $ 150.1     $ 63.2     $ 43.5     $ 70.4     $ 37.2     $ 19.1     $ 2.7     $ 6.7  
     
     
     
     
     
     
     
     
     
 
 
Segment assets at December 31
    7,599       8,691       7,974       5,036       3,541       1,479       1,150       21       3,742  
 
Segment goodwill at December 31
    1,214       706       308             650       216       118       10        
 
Average assets
    7,502       8,317       7,564       3,787       2,730       1,195       909       7       4,522  
 
Average loans
    5,482       7,035       7,241             2,459       1,213       885       3       423  
 
Average deposits
    13,910       2,936       12       1,337       6,540       9       22       49       163  
Year ended December 31, 2002:
                                                                       
 
Net interest income
  $ 486.0     $ 263.4     $ 183.1     $ 55.1     $ 234.3     $ 72.5     $ 23.3     $     $ 1.0  
 
Noninterest income
    143.7       30.8       11.7       22.0       52.3       26.6       6.2       26.8       12.4  
 
Noninterest expense
    396.8       96.7       55.8       49.3       161.8       41.8       6.7       23.7       (1.1 )
 
Provision for loan and lease losses
    15.3       14.8       45.2             9.0       9.5       0.2             1.4  
 
Tax provision (benefit)
    87.1       73.2       37.6       11.1       44.5       18.2       6.8       1.2       6.6  
     
     
     
     
     
     
     
     
     
 
 
Net income (loss)
  $ 130.5     $ 109.5     $ 56.2     $ 16.7     $ 71.3     $ 29.6     $ 15.8     $ 1.9     $ 6.5  
     
     
     
     
     
     
     
     
     
 
 
Segment assets at December 31
    7,439       8,246       6,969       3,396       3,269       1,474       1,058       14       3,354  
 
Segment goodwill at December 31
    1,215       707       308             650       216       118       10        
 
Average assets
    6,818       7,014       6,655       2,542       3,311       1,350       887       13       3,197  
 
Average loans
    4,992       5,982       6,300       1       2,455       1,136       764             689  
 
Average deposits
    12,539       1,927       11       1,553       6,055       10       10       42       187  
Year ended December 31, 2001:
                                                                       
 
Net interest income
  $ 265.3     $ 95.4     $ 135.3     $ 6.9     $ 246.5     $ 65.2     $ 18.8     $ 0.3     $ (0.6 )
 
Noninterest income
    87.0       11.6       10.6       48.6       49.7       19.4       7.8       29.6       41.0  
 
Noninterest expense
    256.1       31.8       43.7       12.8       173.5       40.8       5.7       22.6       4.9  
 
Provision for loan and lease losses
    22.6       7.1       41.9             8.4       8.1       0.9             14.1  
 
Tax provision (benefit)
    31.4       29.0       25.7       18.2       42.5       13.2       6.1       2.7       9.2  
     
     
     
     
     
     
     
     
     
 
 
Net income (loss)
  $ 42.2     $ 39.1     $ 34.6     $ 24.5     $ 71.8     $ 22.5     $ 13.9     $ 4.6     $ 12.2  
     
     
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                           
Other Reconciling Consolidated
BancWest(3) Items(4) Totals



(In millions)
Year ended December 31, 2003:
                       
 
Net interest income
  $ (138.9 )   $     $ 1,298.5  
 
Noninterest income
    0.1             387.3  
 
Noninterest expense
    13.5             892.8  
 
Provision for loan and lease losses
                81.3  
 
Tax provision (benefit)
    (61.9 )           272.7  
     
     
     
 
 
Income before cumulative effect of accounting change
    (90.4 )           439.0  
 
Cumulative effect of accounting change, net of tax
                (2.4 )
     
     
     
 
 
Net income (loss)
  $ (90.4 )   $     $ 436.6  
     
     
     
 
 
Segment assets at December 31
    6,958       (7,839 )     38,352  
 
Segment goodwill at December 31
          5       3,227  
 
Average assets
    6,743       (7,378 )     35,898  
 
Average loans
    57       (42 )     24,756  
 
Average deposits
          (67 )     24,911  
Year ended December 31, 2002:
                       
 
Net interest income
  $ (124.3 )   $     $ 1,194.4  
 
Noninterest income
    (0.1 )           332.4  
 
Noninterest expense
    4.6             836.1  
 
Provision for loan and lease losses
                95.4  
 
Tax provision (benefit)
    (52.3 )           234.0  
     
     
     
 
 
Net income (loss)
  $ (76.7 )   $     $ 361.3  
     
     
     
 
 
Segment assets at December 31
    6,514       (6,984 )     34,749  
 
Segment goodwill at December 31
          5       3,229  
 
Average assets
    5,962       (6,379 )     31,370  
 
Average loans
    60       (39 )     22,340  
 
Average deposits
          (34 )     22,300  
Year ended December 31, 2001:
                       
 
Net interest income
  $ (16.6 )   $     $ 816.5  
 
Noninterest income
    3.1             308.4  
 
Noninterest expense
    3.8             595.7  
 
Provision for loan and lease losses
                103.1  
 
Tax provision (benefit)
    (6.7 )           171.3  
     
     
     
 
 
Net income (loss)
  $ (10.6 )   $     $ 254.8  
     
     
     
 

(footnotes on next page)

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(1)  The material net interest income and noninterest income items in the Other column relate to Treasury activities of $83.9 million and unallocated other income of $17.6 million for the year ended December 31, 2003. The material net interest income and noninterest income items in the Other column resulted substantially from Treasury activities of $40.6 million and unallocated other income of $36.5 million for the year ended December 31, 2002. The material net interest income and noninterest income items in the Other column resulted substantially from Treasury activities of $27.1 million and unallocated other income of $28.4 million for the year ended December 31, 2001.

The material noninterest expense items in the Other column is substantially derived from Treasury activities of $17.5 million and unallocated administrative items of $12.5 million for the year ended December 31, 2003. The material noninterest expense items in the Other column primarily resulted from Treasury activities of $16.1 million, unallocated merger-related costs of $17.6 million and unallocated administrative items of $15.6 million for the year ended December 31, 2002. The material noninterest expense items in the Other column primarily resulted from Treasury activities of $10.8 million and unallocated administrative items of $2.0 million for the year ended December 31, 2001.
 
The material average asset items in the Other column relate to unallocated Treasury securities for the periods presented.
 
The material average deposit items in the Other column relate to unallocated Treasury balances for the periods presented.

(2)  Other is composed of Administrative and Syndicated and Media Lending. Administrative represents administrative support areas including Information Management and Operations and Finance and Investment.

The material items in the Other column related to noninterest income resulted primarily from gains on sale of a leveraged lease for the year ended December 31, 2003. Other material items related to net interest income and noninterest income in 2003, 2002 and 2001 include unallocated other income and Treasury activities.
 
The material items in the Other column related to average assets are unallocated Treasury securities for the periods presented. The material items in the Other column related to average deposits are unallocated balances for the periods presented.

(3)  The Other BancWest category consists primarily of BancWest Corporation (Parent Company), FHL Lease Holding Company, Inc., BancWest Capital I and First Hawaiian Capital I.
 
(4)  The reconciling items in the above table are principally intercompany eliminations.

 
22. International Operations

      The Company’s international operations are principally in Guam, Saipan, Grand Cayman and British West Indies. These operations involve foreign banking and international financing activities, including short-term investments, loans and leases, acceptances, letters of credit financing and international funds transfers.

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      The table below presents information about the Company’s foreign, domestic and consolidated operations as of or for the years ended December 31:

                           
Foreign Domestic Consolidated



(In thousands)
Company:
                       
2003:
                       
 
Total revenue
  $ 21,768     $ 2,049,201     $ 2,070,969  
 
Income before income taxes
    12,129       699,503       711,632  
 
Net income
    6,842       429,722       436,564  
 
Total assets
    575,689       37,776,526       38,352,215  
2002:
                       
 
Total revenue
  $ 20,446     $ 1,971,640     $ 1,992,086  
 
Income before income taxes
    8,490       586,836       595,326  
 
Net income
    5,155       356,177       361,332  
 
Total assets
    435,320       34,313,947       34,749,267  
For the period from December 20 through December 31, 2001
                       
 
Total revenue
  $ 1,324     $ 46,391     $ 47,715  
 
Income before income taxes
    260       12,749       13,009  
 
Net income
    189       8,113       8,302  
 
Total assets at December 31
    535,950       21,110,564       21,646,514  
Predecessor:
                       
For the period from January 1 through December 19, 2001
                       
 
Total revenue
    43,949       1,540,383       1,584,332  
 
Income before income taxes
    8,805       404,302       413,107  
 
Net income
    5,623       240,879       246,502  

      Our current procedure is to price intercompany transfers of funds at prevailing market rates. In general, we have allocated all direct expenses and a proportionate share of general and administrative expenses to the income derived from loans and leases and transactions by the Company’s international operations.

      The following table presents the percentages of assets and liabilities attributable to foreign operations. For this purpose, assets attributable to foreign operations are defined as: (1) assets in foreign offices; and (2) loans and leases to and investments in customers domiciled outside the United States. Deposits received and other liabilities are classified on the basis of domicile of the depositor/creditor.

                 
2003 2002


Average foreign assets to average total assets
    1.59 %     1.71 %
Average foreign liabilities to average total liabilities
    2.14       2.48  
     
     
 
 
23. Commitments and Contingent Liabilities

      In the normal course of business, we are a party to various off-balance-sheet commitments entered into to meet the financing needs of our customers. These financial instruments include commitments to extend credit; standby and commercial letters of credit. These commitments involve, to varying degrees, elements of credit and interest rate risks.

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      Lease-in/ lease-out (“LILO”) transactions have recently become an industry-wide issue as the Internal Revenue Service (“IRS”) evaluates whether or not the tax deductions connected with such transactions are allowable for U.S. federal income tax purposes. The Company has entered into several LILO transactions, which have been the subject of an audit by the IRS. In 2003, the IRS determined that the tax deductions associated with many of the Company’s LILO transactions should be disallowed, and the Company expects the IRS to take the same position on the Company’s remaining LILO transactions. The Company continues to believe that it properly reported its LILO transactions and will contest the results of the IRS’s audit. At the present time, the Company cannot predict the outcome of this issue.

      Off-balance-sheet commitments were as follows at December 31, 2003:

           
Notional/
Contract
Amount

(In thousands)
Contractual amounts which represent credit risk:
       
 
Commitments to extend credit
  $ 7,702,119  
 
Standby letters of credit
    667,699  
 
Commercial letters of credit
    84,279  

     Facilities Management Agreement

      In August 1999, the Company signed a six-year facilities management agreement in connection with the consolidation of its three data centers. At December 31, 2003, the Company had the following future minimum payments under this noncancelable agreement:

         
Minimum
Payments

(In thousands)
2004
  $ 16,934  
2005
    11,289  
     
 
Total
  $ 28,223  
     
 

      Expenses under this facilities management agreement for the years ended December 31, 2003, 2002 and 2001 were approximately $23.0 million, $21.6 million and $20.4 million, respectively.

Litigation

      In the course of normal business, the Company is subject to numerous pending and threatened lawsuits, some of which seek substantial relief or damages. While the Company is not able to predict whether the outcome of such actions will materially affect our results of operation for a particular period, based upon consultation with counsel, management does not expect that the aggregate liability, if any, resulting from these proceedings would have a material effect on the Company’s consolidated financial position, results of operations or liquidity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
24. Fair Value of Financial Instruments

      The following table presents a summary of the book and fair value of the Company’s financial instruments, excluding leases, at December 31 for the years indicated:

                                   
2003 2002


Book Value Fair Value Book Value Fair Value




(In thousands)
Financial Assets:
                               
 
Cash and due from banks
  $ 1,538,004     $ 1,538,004     $ 1,761,261     $ 1,761,261  
 
Interest-bearing deposits in other banks
    189,687       189,701       2,098       6,963  
 
Federal funds sold and securities purchased under agreements to resell
    444,100       444,100       430,056       430,056  
 
Investment securities available-for-sale:
    5,927,762       5,927,762       3,940,769       3,940,769  
 
Loans held for sale
    51,007       51,007       85,274       85,274  
 
Loans
    23,303,285       23,523,306       21,745,048       21,888,888  
 
Customers’ acceptance liability
    30,078       30,078       25,945       25,945  
 
Other financial assets
    87,270       87,270       100,054       100,054  
Financial Liabilities:
                               
 
Deposits
  $ 26,403,117     $ 26,432,808     $ 24,557,479     $ 24,605,379  
 
Short-term borrowings
    2,327,686       2,327,686       1,524,750       1,524,750  
 
Acceptances outstanding
    30,078       30,078       25,945       25,945  
 
Long-term debt
    4,221,025       4,461,068       3,376,947       3,579,829  
 
Guaranteed preferred beneficial interests in junior subordinated debentures
                259,191       267,010  
 
Other financial liabilities
    36,299       36,299       50,411       50,411  

      The following table presents a summary of the fair value of the Company’s off-balance-sheet financial instruments, excluding leases:

                 
December 31,

2003 2002


(In thousands)
Commitments to extend credit
  $ 43,019     $ 20,316  
Standby letters of credit
    7,327       4,050  
Commercial letters of credit
    792       538  

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BANCWEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
25. BancWest Corporation (Parent Company Only) Financial Statements

      In the financial statements presented below, the investment in subsidiaries is accounted for under the equity method.

Statements of Income

                                     
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
Dec. 31, Dec. 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Income:
                               
 
Dividends from:
                               
   
Bank of the West
  $ 57,667     $ 57,281     $     $ 54,756  
   
First Hawaiian Bank
    22,068       28,072             77,444  
   
Other subsidiaries
    349       698             1,991  
 
Interest and fees from subsidiaries:
    13,110       12,775       478       12,890  
 
Other interest and dividends
    479       699       6       673  
     
     
     
     
 
   
Total income
    93,673       99,525       484       147,754  
     
     
     
     
 
Expense:
                               
 
Interest expense:
                               
   
Short-term borrowings
          11,625             160  
   
Long-term debt
    155,797       129,627       4,243       28,385  
 
Salaries and benefits
    2,897       1,884              
 
Professional services
    1,109       877             249  
 
Other
    1,953       1,482       65       3,353  
     
     
     
     
 
   
Total expense
    161,756       145,495       4,308       32,147  
     
     
     
     
 
Income (loss) before income tax benefit and equity in undistributed income (loss) of subsidiaries
    (68,083 )     (45,970 )     (3,824 )     115,607  
Income tax benefit
    59,866       52,918       1,516       7,253  
     
     
     
     
 
Income (loss) before equity in undistributed income (loss) of subsidiaries
    (8,217 )     6,948       (2,308 )     122,860  
Equity in undistributed income (loss) of subsidiaries:
                               
 
Bank of the West
    333,199       255,633       6,168       79,497  
 
First Hawaiian Bank
    114,008       97,087       4,377       43,202  
 
Other subsidiaries
    (2,426 )     1,664       65       943  
     
     
     
     
 
Net income
  $ 436,564     $ 361,332     $ 8,302     $ 246,502  
     
     
     
     
 

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BANCWEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Balance Sheets

                       
December 31,

2003 2002


(In thousands, except number
of shares and per share data)
Assets:
 
Cash on deposit with subsidiary banks
  $ 23,767     $ 102  
 
Interest-bearing deposits in other banks
    151        
 
Loans, net of allowance for loan and lease losses of $120 in 2003 and 2002
    404       2,105  
 
Available-for-sale investment securities
          22,073  
 
Investment in subsidiaries:
               
   
Bank of the West
    4,834,983       4,540,055  
   
First Hawaiian Bank
    1,869,027       1,757,919  
   
Other subsidiaries
    12,880       22,311  
 
Due from:
               
   
Bank of the West
    125,084       108,201  
   
First Hawaiian Bank
    75,781       92,679  
   
Other subsidiaries
    3,026        
 
Goodwill
    5,206       5,206  
 
Current and deferred income taxes
    12,086       249  
 
Other assets
    2,633       3,343  
     
     
 
Total assets
  $ 6,965,028     $ 6,554,243  
     
     
 
 
Liabilities and Stockholder’s Equity:
 
Due to subsidiaries
          267,728  
 
Other liabilities
    47,598       16,572  
 
Long-term debt
    2,654,557       2,402,461  
     
     
 
     
Total liabilities
    2,702,155       2,686,761  
     
     
 
Commitments and contingent liabilities
               
Stockholder’s equity:
               
 
Class A common stock, par value $.01 per share at December 31, 2003 and 2002 Authorized-150,000,000 shares at December 31, 2003 and 2002 Issued-85,759,123 shares at December 31, 2003 and 2002
    858       858  
 
Surplus
    3,419,927       3,419,927  
 
Retained earnings
    806,198       369,634  
 
Accumulated other comprehensive income, net
    35,890       77,063  
     
     
 
   
Total stockholder’s equity
    4,262,873       3,867,482  
     
     
 
Total liabilities and stockholder’s equity
  $ 6,965,028     $ 6,554,243  
     
     
 

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BANCWEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Statements of Cash Flows

                                     
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
December 31, December 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Cash flows from operating activities:
                               
 
Net income
  $ 436,564     $ 361,332     $ 8,302     $ 246,502  
 
Adjustments to reconcile net income to net cash provided by operating activities:
                               
   
Equity in undistributed income of subsidiaries
    (444,780 )     (348,402 )     (10,610 )     (123,642 )
   
Cash paid for BNP Paribas cancellation of stock options
          (83,347 )            
   
Other
    12,009       (3,379 )     2,221       134  
     
     
     
     
 
Net cash provided by (used in) operating activities
    3,793       (73,796 )     (87 )     122,994  
     
     
     
     
 
Cash flows from investing activities:
                               
 
Net change in:
                               
   
Securities sold under agreements to repurchase
                (83,400 )     4  
   
Loans repaid by directors and executive officers
    1,701       50       1       1,249  
   
Repayments from (advances to) subsidiaries
    (2,985 )                 (25,015 )
   
Investment in Bank of the West
          (2,402,978 )            
   
Proceeds from available-for-sale investment securities
    22,073       76,988             300  
   
Investment in BancWest Investment Services
    (766 )                  
     
     
     
     
 
Net cash provided by (used in) investing activities
    20,023       (2,325,940 )     (83,399 )     (23,462 )
     
     
     
     
 
Cash flows from financing activities:
                               
 
Cash received from BNP Paribas for cancellation of stock options
                83,347        
 
Net increase (decrease) in short-term borrowings
                      (5,477 )
 
Proceeds from (payments on) long-term debt and junior subordinated debentures
          1,600,000              
 
Payment on long-term debt
          (802,771 )            
 
Cash dividends paid
                      (99,772 )
 
Proceeds from (payment on) issuance of common stock
          1,600,000             (31 )
 
Discounted share purchase plan
          2,425              
 
Issuance (purchase) of treasury stock, net
                      3,390  
 
Income tax benefit from stock-based compensation
                      2,435  
     
     
     
     
 
Net cash provided by (used in) financing activities
    -       2,399,654       83,347       (99,455 )
     
     
     
     
 
Net increase (decrease) in cash
    23,816       (82 )     (139 )     77  
Cash at beginning of period
    102       184       323       246  
     
     
     
     
 
Cash at end of period
  $ 23,918     $ 102     $ 184     $ 323  
     
     
     
     
 

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BANCWEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                   
Company Predecessor


Year Ended Year Ended Dec. 20, 2001 Jan. 1, 2001
December 31, December 31, Through Through
2003 2002 Dec. 31, 2001 Dec. 19, 2001




(In thousands)
Supplemental disclosures:
                               
 
Interest paid
  $ 128,210     $ 34,568     $ 237     $ 29,167  
 
Income taxes refunded
  $ 47,879     $ 65,600     $ 184     $ 6,766  
 
26. Subsequent Event

      On March 16, 2004 BancWest announced that it signed an agreement to acquire Community First Bankshares, Inc. (Community First), whereby BancWest will pay $32.25 for each Community First share in a cash transaction valued at $1.2 billion. Community First is a holding company that operates Community First National Bank, which has 155 branches in 12 states, Arizona, California, Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota, South Dakota, Utah, Wisconsin and Wyoming. Community First also owns insurance agencies in 47 communities. It is anticipated that the purchase transaction will close in the third quarter of 2004, subject to approval from Community First shareholders and federal and state banking regulators. At that time, Community First National Bank will be merged into Bank of the West. As a purchase transaction, the results of operations of Community First will be included with that of BancWest subsequent to the consummation of the transaction.

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BANCWEST CORPORATION AND SUBSIDIARIES

SUMMARY OF QUARTERLY FINANCIAL DATA (Unaudited)

      A summary of unaudited quarterly financial data for 2003 and 2002 is presented below:

                                         
Quarter

Annual
First Second Third Fourth Total





(In thousands)
2003
                                       
Interest income
  $ 417,476     $ 419,364     $ 424,270     $ 422,535     $ 1,683,645  
Interest expense
    102,237       98,039       92,908       92,023       385,207  
     
     
     
     
     
 
Net interest income
    315,239       321,325       331,362       330,512       1,298,438  
Provision for loan and lease losses
    22,690       18,860       24,145       15,600       81,295  
Noninterest income
    94,834       100,574       99,626       92,290       387,324  
Noninterest expense
    220,660       229,789       222,963       219,423       892,835  
     
     
     
     
     
 
Income before income taxes and cumulative effect of accounting change (See Note 5 to financial statements)
    166,723       173,250       183,880       187,779       711,632  
Provision for income taxes
    64,642       65,588       69,268       73,200       272,698  
     
     
     
     
     
 
Income before cumulative effect of accounting change
    102,081       107,662       114,612       114,579       438,934  
Cumulative effect of accounting change, net of tax
                2,370             2,370  
     
     
     
     
     
 
Net income
  $ 102,081     $ 107,662     $ 112,242     $ 114,579     $ 436,564  
     
     
     
     
     
 
2002
                                       
Interest income
  $ 329,284     $ 447,690     $ 444,548     $ 438,200     $ 1,659,722  
Interest expense
    104,804       125,796       123,814       110,916       465,330  
     
     
     
     
     
 
Net interest income
    224,480       321,894       320,734       327,284       1,194,392  
Provision for loan and lease losses
    20,007       22,902       26,300       26,147       95,356  
Noninterest income
    62,624       88,429       91,639       89,672       332,364  
Noninterest expense
    159,098       228,820       224,364       223,792       836,074  
     
     
     
     
     
 
Income before income taxes
    107,999       158,601       161,709       167,017       595,326  
Provision for income taxes
    42,582       62,023       64,651       64,738       233,994  
     
     
     
     
     
 
Net income
  $ 65,417     $ 96,578     $ 97,058     $ 102,279     $ 361,332  
     
     
     
     
     
 

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BANCWEST CORPORATION AND SUBSIDIARIES

GLOSSARY OF FINANCIAL TERMS

Glossary of Financial Terms

      Balance sheet: A statement of financial position reflecting our assets, liabilities and stockholder’s equity at a particular point in time in accordance with generally accepted accounting principles.

      Basis-point: A measure of the yield on a bond, note or other indebtedness equal to 1/100th of a percentage point. For example, a yield of 5% is 500 basis points.

      Collateral: An asset or property pledged to secure the payment of a debt or performance of an obligation.

      Depreciation: A charge against our earnings that writes off the cost of a capital asset over its estimated useful life.

      Derivatives: Financial instruments where the performance is derived from the performance of another financial instrument or an interest rate, currency or other index. Derivative instruments are used for asset and liability management and to mitigate risks associated with other instruments that are reflected on the balance sheet.

      Dividend: Usually a cash distribution to our stockholder of a portion of our earnings.

      Efficiency ratio: Noninterest expense as a percentage of total operating revenue (net interest income plus noninterest income.)

      Hedge: A strategy used to avoid, reduce or transfer risk.

      Income statement: A financial statement that reflects our performance by measuring our revenues and expenses for the period.

      Interest rate risk: The risk to earnings or capital arising from the movement of interest rates.

      Interest rate swap: A contract used for the purpose of interest rate risk management in which two parties agree to exchange interest payments of a different character over a specified period based on an underlying notional amount of principal. The term “notional principal” is the amount on which the interest payments are calculated, as the swap contracts generally involve no exchange of the principal.

      Leverage ratio: Tier 1 Capital divided by the sum of average total assets minus certain intangible assets.

      Liquidity: The ability of an entity to provide sufficient cash to fund its operations and to pay its debts on a timely basis at a reasonable cost.

      Net interest income: Interest income plus loan fees minus interest expense.

      Net interest margin: Net interest income divided by average earning assets (e.g., loans and leases and investment securities).

      Nonaccrual loans and leases: Loans and leases on which interest is not being accrued for income statement purposes. Payments received on nonaccrual loans and leases are applied against the principal balance.

      Noninterest expense: Expenses for such items as salaries, benefits, building occupancy and supplies, as opposed to interest expense paid for deposits and other interest-bearing liabilities.

      Noninterest income: Income received from such sources as fees, charges and commissions, as opposed to interest income received from loans and leases, and investment securities.

      Nonperforming assets: Nonaccrual loans and leases plus OREO (other real estate owned) and repossessed personal property.

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      OREO: Other real estate owned. Primarily includes foreclosed assets and assets taken in lieu of foreclosure.

      Repurchase agreements, also called “repos”: Agreement between a seller and a buyer in which the seller agrees to repurchase the securities at an agreed-upon price at a stated time. A repo is similar to a secured borrowing and lending of funds equal to the sales price of the related collateral.

      Return on average total assets (ROA): Measures the productivity of assets. Calculated by dividing net income by average total assets.

      Return on average stockholder’s equity (ROE): Measures the rate of return on the stockholder’s investment in the Company. Calculated by dividing net income by average total stockholder’s equity.

      Risk-based capital ratios: Equity measurements used by regulatory agencies to assess capital adequacy. These ratios are: Tier 1 Capital divided by risk-weighted assets; and Total Capital divided by risk-weighted assets.

      Statement of cash flows: A financial statement that reflects cash flows from operating, investing and financing activities, providing a comprehensive view of changes in our cash and cash equivalents for the period.

      Stock option: Form of employee incentive in which the employee of the Company is given the right to purchase shares of stock at a determinable price within a specified period of years.

      Tier 1 Capital: Common stockholder’s equity plus perpetual preferred stock and certain minority equity interests in subsidiaries, minus goodwill and certain qualifying intangible assets.

      Total Capital: Tier 1 Capital plus the allowance for loan and lease losses (not to exceed 1.25% of risk-weighted assets) plus qualifying subordinated debt, trust preferred stock, convertible debt securities and certain hybrid investments.

 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

 
Item 9A. Controls and Procedures

Disclosure Controls and Procedures

      The Corporation maintains disclosure controls and procedures that are designed to ensure that required information is disclosed in the Corporation’s Exchange Act reports. Information must be accumulated and communicated to the Corporation’s management, including the Corporation’s chairman and chief executive officer and its chief financial officer, as appropriate to allow timely decisions regarding required disclosure based closely on the definition of “disclosures and procedures” in Rules 132-15(f) and 15d-15(f) of the Exchange Act. As of December 31, 2003, the Corporation conducted an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s chairman and chief executive officer and its chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, its chairman and chief executive officer and its chief financial officer concluded that the Corporation’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting material information required to be disclosed by the Corporation, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Internal Control Over Financial Reporting

      As of the end of the period covered by this report, there have been no significant changes in the Company’s internal controls or in other factors that could materially affect or is reasonably likely to materially affect, the Company’s internal control over financial reporting as defined in Rules 132-15(f) and 15d-15(f) of the Exchange Act.

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PART III

 
Item 10. Directors and Executive Officers

Directors

      Set forth below are the ages, principal occupations, and certain other information regarding the current directors of BancWest Corporation (the “Corporation”).

      Francois Dambrine, 55, has been a director of the Corporation and Bank of the West since August 2003. He has been Head of Retail Banking in the USA for BNP Paribas since June 2003, and is also a director of the BNP Paribas Lease Group. He was Chairman and Chief Executive Officer of Arval PHH, a subsidiary of BNP Paribas engaged in leasing and fleet management of corporate cars in Europe, from 2000 to 2003, and served as Chairman and Chief Executive Officer of UFB Locabail, a subsidiary of BNP Paribas engaged in business equipment leasing, from 1993 to 2000.

      Gérard A. Denot, 57, has been a director and Vice Chairman of the Corporation since April 2002, a director of Bank of the West and Vice Chairman of its Commercial Banking Group since March 2002, and a Vice Chairman of First Hawaiian Bank since May 2002. He was Bank of the West’s Chief Inspector from October 2001 to January 2002, and its Senior Executive Vice President, Commercial Banking Group, from January 2002 to March 2002. Mr. Denot was Head of Projects — Development for BNP Paribas International Retail Banking from June 2000 to October 2001, and General Manager of BNP Italy from December 1997 to June 2000.

      W. Allen Doane, 56, has been a director of the Corporation since April 2002, and a director of First Hawaiian Bank since 1999. Since 1998, Mr. Doane has been the President and Chief Executive Officer of Alexander & Baldwin, Inc. (“A&B”), a diversified ocean transportation, property development and management, and food products company. Mr. Doane has been Vice Chairman of the Board of A&B’s subsidiary, Matson Navigation Company, Inc., since January 2004. He was Executive Vice President of A&B from August 1998 to October 1998; Chief Executive Officer of A&B’s subsidiary, A&B-Hawaii, Inc. (“ABHI”), from January 1997 to December 1999; and President of ABHI from April 1995 to December 1999.

      Walter A. Dods, Jr., 62, has been a director of the Corporation since 1983, a director of First Hawaiian Bank since 1979, and a director of Bank of the West since November 1998. He has been Chairman of the Board and Chief Executive Officer of the Corporation and First Hawaiian Bank since September 1989 and Vice Chairman of the Board of Bank of the West since November 1998. He was President of the Corporation from March 1989 to March 1991. He was President of First Hawaiian Bank from November 1984 to October 1989. He was an Executive Vice President of the Corporation from 1982 to 1989. He has been with First Hawaiian Bank since 1968. He is a trustee of the Estate of S.M. Damon and a director of Alexander & Baldwin, Inc.

      Dr. Julia Ann Frohlich, 62, has been a director of the Corporation since 1992 and a director of First Hawaiian Bank since August 1991. She was a director of First Hawaiian Creditcorp, Inc. from 1990 to June 1998 and was a director of FHL Lease Holding Company, Inc. from 1990 to June 1997. She was President of the Blood Bank of Hawaii from 1985 to 2000, and is now its President Emeritus.

      Robert A. Fuhrman, 79, has been a director of the Corporation since November 1998 and a director of Bank of the West since August 1981. He has been Chairman of the Board of Bank of the West since April 1991. He is the retired Vice Chairman, President and Chief Operating Officer of Lockheed Corporation.

      Paul Mullin Ganley, 64, has been a director of the Corporation since 1991 and a director of First Hawaiian Bank since 1986. He is a trustee of the Estate of S.M. Damon and a partner in the law firm of Carlsmith Ball LLP, Honolulu, Hawaii.

      David M. Haig, 52, has been a director of the Corporation since 1989 and a director of First Hawaiian Bank since 1983. Mr. Haig is a beneficiary and, since 1982, has been a trustee of the Estate of S.M. Damon. He has served as Chairman of the Estate of S.M. Damon since 1993.

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      John A. Hoag, 71, has been a director of the Corporation since 1991 and a director of First Hawaiian Bank since October 1989. He was President of the Corporation from 1991 until April 1995 and was an Executive Vice President of the Corporation from 1982 to 1991. From 1989 until June 1994, Mr. Hoag was President of First Hawaiian Bank. From that date until his retirement in June 1995, he was Vice Chairman of First Hawaiian Bank. Mr. Hoag is Chairman of the Board of Hawaii Reserves, Inc., a land management corporation that is a subsidiary of Deseret Management Corporation.

      Bert T. Kobayashi, Jr., 64, has been a director of the Corporation since 1991 and a director of First Hawaiian Bank since 1974. He is a principal of the law firm of Kobayashi, Sugita & Goda, Honolulu, Hawaii. He served as a director of Schuler Homes, Inc. from 1992 until that company’s merger with Western Pacific Housing in April 2001.

      Michel Larrouilh, 68, has been a director of the Corporation since November 1998, and served as a director of Bank of the West from 1984 to 2002. He was Chief Executive Officer of Bank of the West from February 1984 to December 1995. He was Chairman and Chief Executive Officer of Bank of the West’s holding company from January 1996 to December 1997. He was Chairman and Advisor to the Chief Executive Officer of Bank of the West’s holding company from January 1998 to October 1998.

      Pierre Mariani, 47, has been a director of the Corporation and of Bank of the West since December 1999. Mr. Mariani is Head of International Retail Banking and Financial Services of BNP Paribas, and has been a member of the Executive Committee of BNP Paribas since June 2003. He served as Senior Advisor and Chief of Staff of the Minister of Budget and Government Spokesman from 1993 to 1995; Chief Executive Officer and director of Societe D’investissements Immobiliers Et De Gestion (SEFIMEG), a major French property company, from 1995 to 1996; and Chief Executive Officer and director of BANEXI, the investment bank of BNP, from 1996 to 1999.

      Fujio Matsuda, 79, has been a director of the Corporation since 1987 and a director of First Hawaiian Bank since 1985. He is a director and Chairman of the Board of the Pacific International Center for High Technology Research, and also served as Chairman of the Board from 1996-2001. He was President of the Japan-America Institute of Management Science from September 1994 to June 1996. He was Executive Director of the Research Corporation of the University of Hawaii from 1984 until 1994, and he was the President of the University of Hawaii from 1974 to 1984.

      Don J. McGrath, 55, has been a director of the Corporation since November 1998, a director of Bank of the West since July 1989, and a director of First Hawaiian Bank since November 1998. He has been President and Chief Operating Officer of the Corporation since November 1998, and President and Chief Executive Officer of Bank of the West since January 1996. He is Vice Chairman of the Board of First Hawaiian Bank and has served in that or similar capacities since November 1998. He was President and Chief Operating Officer of Bank of the West from 1991 to 1996. He has been with Bank of the West since 1975. Mr. McGrath has been a public member of the Pacific Stock Exchange Board of Governors since January 2001.

      Rodney R. Peck, 58, has been a director of the Corporation since November 1998 and a director of Bank of the West since July 1990. He is a Senior Partner with the law firm of Pillsbury Winthrop LLP, San Francisco, California, and New York, New York.

      Edouard A. Sautter, 67, has been a director of BancWest and Bank of the West since 2001. He was the head of Group Risk Management and a member of the Management Committee of BNP, or BNP Paribas, from October 1994 until his retirement in July 2000. From 1989 until 1994, he served as an Executive Vice President in charge of the Industry Research Department of BNP. He joined BNP in 1967.

      John K. Tsui, 66, has been a director of the Corporation since July 1995 and a director of First Hawaiian Bank since July 1994. From November 1998 until December 2002, he was Vice Chairman and Chief Credit Officer of the Corporation. He was President of the Corporation from April 1995 through October 1998. He served as President and Chief Operating Officer of First Hawaiian Bank from July 1994 until December 2002. He was Executive Vice President of Bancorp Hawaii, Inc. (now known as Bank of Hawaii Corp.) from 1986 to June 1994 and Vice Chairman of Bank of Hawaii from 1984 to June 1994. Mr. Tsui has been Chairman of

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the Board of Towne Development of Hawaii, Inc. since March 2003. He has been a trustee of the Bishop Street Funds since January 2004.

      Jacques Henri Wahl, 72, has been a director of the Corporation since November 1998 and a director of Bank of the West since July 1982. He served as Senior Adviser to the Chief Executive Officer of BNP Paribas, and of BNP, from January 1997 until his retirement in February 2001. He was a member of the Managing Committee of the BNP Group, and a director of BNP, from January 1997 until May 2000. He served as Vice Chairman of BNP and Chairman of Banque Nationale de Paris Intercontinentale from 1993 to 1996. He was President and Chief Operating Officer of BNP from 1982 to 1993.

      Robert C. Wo, 79, was a director of the Corporation from 1974 to 1989 and again since 1992 and has been a director of First Hawaiian Bank since 1963. He has been President and Secretary of BJ Management Corporation, a management consulting company, since 1979. He has been Chairman of the Board of C.S. Wo & Sons, Ltd., a manufacturer and retailer of home furnishings, since 1973.

Compensation of Directors

      The Corporation pays retainers of $6,000 per quarter to directors who are not employees of the Corporation or its subsidiaries. It pays non-employee directors $1,200 for each board meeting attended and $1,200 for each committee meeting attended ($2,000 for committee chairs), and reimburses transportation and lodging expenses. The Corporation does not pay board or committee fees or retainers to directors who are employees of the Corporation or its subsidiaries.

      The Corporation has a Directors’ Retirement Plan for directors of the Corporation and First Hawaiian Bank who are not employed by the Corporation or its affiliates and who are not covered by any of the Corporation’s employee retirement programs. Following retirement from one of those boards after reaching age 55 and serving at least 10 years as a director, a retired director or his or her beneficiary is entitled to receive monthly payments for a ten-year period at an annual rate equal to one-half of the annual retainer fee in effect at the time of the director’s retirement.

Audit Committee Members

      The Corporation has a standing audit committee, whose members are John A. Hoag (Chairman), W. Allen Doane and Robert A. Fuhrman. The Corporation’s Board of Directors has determined that all members of the committee are “audit committee financial experts” as defined in SEC regulations. All committee members are independent within the meaning of applicable listing standards.

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Executive Officers

      Set forth below are the Corporation’s current executive officers together with their ages and positions with the Corporation.

     
Name, Age Positions and Offices with the Corporation


Walter A. Dods, Jr., 62
  Please see “Directors.”
Don J. McGrath, 55
  Please see “Directors.”
Gérard A. Denot, 57
  Please see “Directors.”
Douglas C. Grigsby, 51
  Chief Financial Officer of the Corporation since August 2002; Executive Vice President and Treasurer of the Corporation since November 1998; Vice Chairman of Bank of the West since August 2002; Chief Financial Officer of Bank of the West from 1989 to 2002. Mr. Grigsby joined Bank of the West in 1977.
Donald G. Horner, 53
  Executive Vice President of the Corporation since 1989; director of First Hawaiian Bank since May 2002; President and Chief Operating Officer of First Hawaiian Bank since January 2003; Vice Chairman of First Hawaiian Bank from 1994 to 2002; Executive Vice President of First Hawaiian Bank from 1993 to 1994. Mr. Horner has been with First Hawaiian Bank since 1978.
Bernard Brasseur, 65
  Executive Vice President and Risk Manager of the Corporation, and Vice Chairman of First Hawaiian Bank, from 1998-2002 and since 2003; Risk Manager of Bank of the West since 1983. Mr. Brasseur joined BNP in 1966, and Bank of the West in 1983.

      The Corporation has adopted a code of ethics that applies to its chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. The code is posted on the Corporation’s website at www.bancwestcorp.com.

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Item 11. Executive Compensation

Summary Compensation Table

                                                                   
Long-Term Compensation

Awards
Annual Compensation(1)
Payouts

Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus(2) Compensation(3) Awards Options(4) Payouts(5) Compensation(6)









Walter A. Dods, Jr.
    2003     $ 1,081,925     $ 1,081,925     $ 233,628             30,000     $     $ 121,480  
 
Chairman, Chief
    2002     $ 1,073,338     $ 865,539     $ 188,138                 $ 2,991,106     $ 133,268  
 
Executive Officer
    2001     $ 1,022,225     $ 772,802     $ 135,825             158,600     $ 931,361     $ 227,469  
 
and Director
                                                               
Don J. McGrath
    2003     $ 905,961     $ 824,353     $ 4,871             30,000     $     $ 65,088  
 
President, Chief
    2002     $ 846,692     $ 642,020     $ 57,255                 $ 1,942,733     $ 66,780  
 
Operating Officer
    2001     $ 791,690     $ 560,017     $ 889             98,488     $ 576,174     $ 77,272  
 
and Director
                                                               
Gérard A. Denot
    2003     $ 325,000     $ 198,000     $ 207,599             8,000     $     $ 10,386  
 
Vice Chairman, and Director
                                                               
Donald G. Horner
    2003     $ 452,500     $ 271,500     $ 19,116             8,000     $     $ 437,888  
 
Executive Vice
    2002     $ 398,111     $ 248,875     $ 28,413                 $ 545,814     $ 74,343  
 
President
    2001     $ 373,183     $ 188,084     $ 16,006             28,950     $ 151,568     $ 74,789  
Douglas C. Grigsby
    2003     $ 385,144     $ 193,512     $ 177             8,000     $     $ 29,812  
 
Executive Vice
    2002     $ 352,600     $ 187,872     $ 7,537                 $ 467,679     $ 30,440  
  President, Chief Financial Officer and Treasurer                                                                

Notes to Summary Compensation Table:

     
Note (1)
  Includes amounts earned but deferred under the Corporation’s Deferred Compensation Plan (the “DCP”).
Note (2)
  Bonuses are reported for the year in which earned, even if paid in the following year, under the Corporation’s Incentive Plan for Key Executives (“IPKE”).
Note (3)
  The 2003 amounts shown for Mr. McGrath, Mr. Horner and Mr. Grigsby are above-market interest accruals under the DCP. The 2003 amount for Mr. Dods consists of $54,354 in DCP accruals plus the aggregate incremental cost of perquisites and personal benefits (comprised primarily of $72,000 for a San Francisco residence and $41,217 for related income taxes). The amount for Mr. Denot consists of $31,276 paid to equalize French and U.S. taxes; $4,648 for French social security payments; plus the aggregate incremental cost of perquisites and personal benefits (comprised primarily of a $104,616 housing allowance and $50,256 for related income taxes). The aggregate incremental cost of prerequisites and personal benefits for each other named executive officer was less then $50,000.
Note (4)
  The underlying securities were common shares of BNP Paribas in 2003, and common shares of BancWest Corporation in 2001.

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Note (5)
  Payouts under the Long Term Incentive Plan (the “LTIP”) are reported for the year payment is made, not the years for which payments are earned. Because all LTIP participants employed by the Corporation at the time of the BNP Paribas Merger became entitled to receive their maximum LTIP awards for all open performance cycles, LTIP payouts shown for 2002 include the maximum LTIP awards for the 1999-2001, 2000-2002 and 2001-2003 performance cycles, all of which were paid in January 2002.
Note (6)
  Includes (i) premiums for life insurance, including “gross-up” for income taxes; (ii) amounts related to split-dollar insurance agreements as discussed below; and (iii) 401(k) matching contributions, if any, made on the executive’s behalf. Details of All Other Compensation received by the named executive officers for 2003 are as follows:
                                                         
Split-Dollar Insurance

Imputed
Life Term Interest Income at Tax 401(k)
Name Insurance Element Element Termination Payment Contributions Total








Dods
  $ 35,912     $ 7,138     $ 3,257     $ 47,521     $ 27,652           $ 121,480  
McGrath
        $ 5,112     $ 53,977                 $ 6,000     $ 65,089  
Denot
        $ 4,386                       $ 6,000     $ 10,386  
Horner
        $ 2,061     $ 2,070     $ 274,200     $ 159,557           $ 437,888  
Grigsby
        $ 1,659     $ 22,153                 $ 6,000     $ 29,812  

      During 2003, the Corporation had split-dollar insurance agreements with four named executive officers, as well as certain other senior officers. Each agreement requires the Corporation to pay all premiums for a policy on the life of the executive. The executive is entitled to a portion of the death benefit equal to three times salary, and the Corporation is entitled to the remainder. If the executive remains employed by the Corporation, the policy splits (typically at age 65) and the executive retains a policy with a death benefit equal to three times final salary, and a portion of the accumulated cash values. The policies are designed so that the Corporation will recover all premiums previously paid plus an interest factor from its share of death benefits or cash values. The amounts under “Split-Dollar Insurance — Term Element” represent the portion of the premiums paid by the Corporation in 2003 that correspond to the insurer’s lowest term insurance rate for the relevant death benefit, plus related gross-ups for income taxes. The amounts under “Split-Dollar Insurance — Interest Element” represent the present values of hypothetical interest-free loans of the non-term elements of premiums paid by the Corporation in 2003, until repayment of the Corporation. This methodology was also used to calculate the split-dollar elements of 2001 and 2002 amounts shown under “All Other Compensation.” The Corporation also has a $1,000,000 whole life insurance policy on the life of Mr. Dods. The premium and related gross-up for income taxes on this policy are included under “Life Insurance.” The death benefit under this policy is deducted from the death benefit under Mr. Dods’ split-dollar policy. In 2003, Mr. Dods and Mr. Horner agreed with the Corporation to terminate their split-dollar agreements effective December 31, 2003, which accelerated the split of their policies. The cash values of the two executives’ retained policies were designed to fund death benefits equal to three times their projected final salaries, as promised by their split-dollar agreements, without further premium payments by the Corporation. However, if the cash value of the policy retained by Mr. Horner eventually proves insufficient for that purpose, the Corporation has agreed to provide him with additional insurance. When the split-dollar agreements terminated, each executive was treated as having received as income and paid to the Corporation an amount (set forth above under “Split Dollar Insurance — Imputed Income at Termination”) equal to the total premiums previously paid by the Corporation under the split-dollar agreement less the cash value of the policy transferred to the Corporation, and the Corporation made a payment to him (set forth under “Split Dollar Insurance — Tax Payment”) as a gross-up for resulting income taxes.

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Option Grants in Last Fiscal Year

      The following table sets forth grants to acquire shares of BNP Paribas under the BNP Paribas Stock Option Plan, and the potential realizable values of such options.

                                         
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(1)(2)


Number of Percent of
Securities Total Options Exercise
Underlying Granted to or Base
Options Employees in Price Per Expiration
Name Granted(2) Fiscal Year(3) Share(2) Date(2) 5% 10%







Dods
    30,000       *     $ 39.044       3/20/13     $736,637   $1,866,782
McGrath
    30,000       *     $ 39.044       3/20/13     $736,637   $1,866,782
Denot
    8,000       *     $ 39.044       3/20/13     $196,436   $497,809
Horner
    8,000       *     $ 39.044       3/20/13     $196,436   $497,809
Grigsby
    8,000       *     $ 39.044       3/20/13     $196,436   $497,809


Less than 1%.

Notes to Option Grants in Last Fiscal Year:

     
Note (1)
  The potential realizable value is reported net of the option exercise price, but before income taxes associated with exercise. These amounts represent assumed annual compounded rates of appreciation of the underlying stock of 5% and 10% from the date of grant to the end of the option. The calculations assume that the exercise price per share for Additional Awards will be 37.10 Euros. (See Note (2)). All dollar values have been calculated using a March 21, 2003 exchange rate of $1.0524 per Euro.
Note (2)
  The options reflected in the table were divided into Main Award options and Additional Award options. Mr. Dods and Mr. McGrath received 21,000 Main Award options and 9,000 Additional Award options. Mr. Denot, Mr. Horner and Mr. Grigsby received 6,000 Main Award options and 2,000 Additional Award options. The options may be exercised by optionees only while they are employees or retired employees of the BNP Paribas Group. Options become exercisable on March 21, 2007 (but Additional Awards may be cancelled as described below). Main Award options have an exercise price of 37.10 Euros per share, which was the average opening price of BNP Paribas shares during the 20 days preceding March 21, 2003. The exercise price of Additional Award options (which in no case will be less than 37.10 Euros per share) will be determined, or Additional Award options may be cancelled, based on performance of BNP Paribas shares compared to the Dow Jones Euro Stoxx Bank Index on the second, third and fourth anniversaries of March 21, 2003. On each measurement date, the performance of BNP Paribas shares over a specified period will be compared to the performance of the index, and the results will determine the exercise price of one-third of the Additional Awards. If performance of BNP Paribas shares as of the relevant measurement date equals or exceeds that of the index, the exercise price will be 37.10 Euros per share for that third of the Additional Awards. If BNP Paribas shares have underperformed the index, the exercise price will be 38.96 Euros if the underperformance is less than 5%; 40.81 Euros if underperformance is at least 5% but less than 10%; and 44.52 Euros if underperformance is at least 10% but less than 20%. If underperformance for the period is 20% or more, that third of the Additional Award options will be cancelled.
Note (3)
  A total of 6,693,000 options were awarded worldwide to employees of the BNP Paribas Group under the BNP Paribas 21 March 2003 Stock Option Plan.

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Aggregated Option/ SAR Exercises in Last Fiscal Year and FY-End Option/ SAR Values

                                 
Number of Securities Value of In-the-
Underlying Options Money Options at
Shares Acquired at December 31, December 31, 2003
Name on Exercise (#) Value Realized ($) 2003 (#) ($)





Dods
        $       0/30,000     0/$ 484,404  
McGrath
        $       0/30,000     0/$ 484,404  
Denot
        $       0/8,000     0/$ 129,174  
Horner
        $       0/8,000     0/$ 129,174  
Grigsby
        $       0/8,000     0/$ 129,174  

      Securities underlying options are shares of BNP Paribas. Valuations assume none of the Additional Award options are cancelled, and that performance of BNP Paribas shares against an index results in an exercise price for all Additional Award options of 37.10 Euros per share. (See Note (2) to preceding table.) Dollar values were calculated using a December 31, 2003 market price of 49.92 Euros per share and an exchange rate of $1.2595 per Euro. Table does not include BNP Paribas options awarded to Mr. Denot prior to commencing service with the Corporation, or BNP Paribas options awarded to Mr. McGrath for services prior to the November 1998 merger of “old” BancWest Corporation into the Corporation.

Long-Term Incentive Plans — Awards in Last Fiscal Year

      The Executive Compensation Committee established target awards for the 2003-2005 LTIP performance cycle that ranged from 10% to 50% of participants’ average annual base salaries, and adopted an award matrix based on two measures of corporate performance — Return on Average Notional Equity (“RONE”) and an Efficiency Ratio (“ER”). Target awards will be multiplied by a corporate performance factor of 0% to 200% established after the performance period is complete by applying the Corporation’s RONE and ER to an array of percentages shown on an award matrix. One axis of that matrix sets forth RONE values ranging from 41.9% to 49.9%, and the other axis sets forth ER percentages of 54.2% to 44.2%. The matrix provides a corporate performance factor of 0% if RONE is less than 41.9% or the ER is greater than 54.2%; a 100% corporate performance factor if (among other combinations) RONE is 45.9% and the ER is 49.2%; and the maximum corporate performance factor of 200% if RONE reaches at least 49.9% and the ER is 44.2% or better.

      In accordance with SEC rules, the following table shows threshold, target and maximum awards levels of the named executive officers for the 2003-2005 LTIP performance cycle.

                                         
Number of Performance or
Shares, Other Period Estimated Future Payouts Under
Units or Until Non-Stock Price-Based Plans(2)
Other Maturation or
Name Rights Payout(1) Threshold Target Maximum






Dods
    None       12/31/2005       None     $ 548,175     $ 1,096,350  
McGrath
    None       12/31/2005       None     $ 418,759     $ 837,519  
Denot
    None       12/31/2005       None     $ 103,013     $ 206,026  
Horner
    None       12/31/2005       None     $ 152,350     $ 304,700  
Grigsby
    None       12/31/2005       None     $ 120,813     $ 241,627  


     
Note (1)
  Performance period began on January 1, 2003.
Note (2)
  Target and Maximum payouts correspond to corporate performance factors of 100% and 200%, and are calculated using estimated average salaries for 2003-2005.

Defined Benefit Pension and Supplemental Executive Retirement Plans

      The Corporation has an Employees’ Retirement Plan (the “ERP”) for employees of the Corporation and participating subsidiaries. The ERP was “frozen” as of December 31, 1995 and none of the executive officers named in the Summary Compensation Table accrued such benefits under the ERP for service after December 31, 1995. Under the ERP, covered compensation includes salary, including overtime, but excludes

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bonuses. Pension compensation is also limited to the maximum allowable under the Internal Revenue Code. Retirement benefits become payable effective upon an employee’s retirement at the normal retirement age of 65 years. Normal retirement benefits payable under the ERP are based on average compensation and years of credited service. Under specified circumstances, an employee who has attained a certain age and length of service may retire early with reduced benefits.

      Effective as of January 1, 1999, assets attributable to certain Bank of the West employees in the BNP U.S. Retirement Plan (the “BNP Plan”) were merged into the ERP, and the ERP was amended to provide eligible Bank of the West employees (including Mr. McGrath and Mr. Grigsby) with accrual of benefits comparable to those provided under the BNP Plan. Benefits accrue based upon an employee’s years of service and compensation over his/her years of employment.

      In connection with the November 1998 merger of BancWest Corporation and First Hawaiian, Inc., the Corporation’s Supplemental Executive Retirement Plan (the “SERP”) was amended to provide that certain Bank of the West employees, including Mr. McGrath and Mr. Grigsby, would be entitled to a minimum benefit equal to the minimum benefit under the terminated Bank of the West Excess Benefit Plan. To be eligible for such minimum benefit, the employee must have completed at least 20 years of service and attained at least age 55 at retirement. The minimum benefit will be 50% of his base salary at the annual rate in effect on the date he retires from service (“final pay”) if he is at least age 60 at retirement and 30% of his final pay if he is at least age 55 but less than 60 at retirement. Mr. McGrath is currently age 54 with 27 years of service and Mr. Grigsby is age 50 with 26 years of service.

      The Corporation maintains a grandfathered pension portion of the SERP under which eligible officers (including Mr. Dods and Mr. Horner) will receive benefits based on the ERP formula. In determining grandfathered pension benefits under the SERP, the participant’s covered compensation includes base pay, commissions, overtime, short-term incentive pay, and the annual cash bonus earned under IPKE; a participant’s covered compensation does not include any LTIP bonus. The grandfathered pension benefit payable under the SERP is reduced by the participant’s “frozen” accrued benefit under the ERP.

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      The following table illustrates the estimated annual pension benefits payable under the grandfathered pension portion of the SERP to eligible executive officers at age 65. Whether these amounts become payable depends on the contingencies and conditions set forth in the ERP and the SERP.

                                                 
Years of Service(2)
Final Average
Compensation(1) 15 20 25 30 35 40







$ 200,000
    48,682       64,909       81,136       97,363       113,590       125,590  
300,000
    74,932       99,909       124,886       149,863       174,840       192,840  
400,000
    101,182       134,909       168,636       202,363       236,090       260,090  
500,000
    127,432       169,909       212,386       254,863       297,340       327,340  
600,000
    153,682       204,909       256,136       307,363       358,590       394,590  
700,000
    179,932       239,909       299,886       359,863       419,840       461,840  
800,000
    206,182       274,909       343,636       412,363       481,090       529,090  
900,000
    232,432       309,909       387,386       464,863       542,340       596,340  
 1,000,000
    232,432       309,909       387,386       464,863       542,340       596,340  
 1,100,000
    284,932       379,909       474,886       569,863       664,840       730,840  
 1,200,000
    311,182       414,909       518,636       622,363       726,090       798,090  
 1,300,000
    337,432       449,909       562,386       674,863       787,340       865,340  
 1,400,000
    363,682       484,909       606,136       727,363       848,590       932,590  
 1,500,000
    389,932       519,909       649,886       779,863       909,840       999,840  
 1,600,000
    416,182       554,909       693,636       832,363       971,090       1,067,090  
 1,700,000
    442,432       589,909       737,386       884,863       1,032,340       1,134,340  
 1,800,000
    468,682       624,909       781,136       937,363       1,093,590       1,201,590  
 1,900,000
    494,932       659,909       824,886       989,863       1,154,840       1,268,840  
 2,000,000
    521,182       694,909       868,636       1,042,363       1,216,090       1,336,090  

Notes to Defined Benefit Pension Plans Table:

     
Note (1)
  Final average compensation represents the average annual compensation during the highest 60 consecutive calendar months in the last 120 calendar months of creditable service. Compensation for the purpose of this table includes base salary plus the value of awards under the IPKE as shown on the Summary Compensation Table (but not bonuses under the LTIP). The amount of the IPKE bonus included in compensation for any year for purposes of the SERP is the amount earned for the performance year, though not paid until the following year. The estimated annual benefits are computed on the basis of a straight-life annuity form of payment with no social security offset.
Note (2)
  As of December 31, 2003, the number of years of credited service for the named executive officers who participate in the grandfathered pension portion of the SERP were: Mr. Dods, 35 years; and Mr. Horner, 25 years.

      SERP participants receive (i) benefits calculated under the grandfathered SERP provisions, if applicable, and (ii) benefits derived from a target percentage of their qualifying compensation (but only to the extent those benefits exceed offsets for grandfathered SERP benefits and for benefits under various other programs). The named executive officers’ maximum target percentage is 60% of qualifying compensation. Subject to the amendment discussed below, qualifying compensation for this purpose is the average annual rate of compensation (salary plus annual bonuses under the Incentive Plan for Key Executives) for the 60 consecutive calendar months out of the last 120 calendar months of employment that results in the highest such average. To qualify for a 60% target, the named executive officers must retire on or after their 62nd birthdays with 20 years of credited service. If they retire before age 62 with the consent of the Executive Compensation Committee, their target retirement amounts (as defined by the SERP) are reduced by 3% for each year by which benefit commencement precedes the participant’s 62nd birthday. Messrs. Dods, McGrath, Horner and Grigsby participate in the SERP, and each of them has at least 20 years of credited service for SERP purposes.

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      The SERP was amended in 2002 to eliminate “involuntary termination” provisions and to provide all persons who were SERP participants at the time of the BNP Paribas Merger with certain enhanced SERP benefits. The affected SERP participants were granted three extra years of credited service for purposes of computing their target benefits under the SERP. Their target benefit computations will also be based on the greater of covered compensation over the 12 months before termination, or the final average compensation otherwise provided in the SERP. In addition, their SERP benefits will begin at the later of the date of termination or age 55 (though an affected participant may elect to delay receipt of SERP early retirement benefits to a date not beyond age 65), and early retirement benefits will be calculated using provisions that apply to retirement with consent of the Executive Compensation Committee.

      Mr. Denot participates in a 401(k) plan of the Corporation but not in any of its other pension plans or the SERP. He participates in pension plans of BNP Paribas.

Change-in-Control Arrangements

      If there is a change in control of the Corporation, all LTIP awards that have been outstanding six or more months will automatically be deemed fully earned at the maximum target value and participants in the DCP will be entitled to an immediate lump sum distribution of certain amounts unless (as occurred in the BNP Paribas Merger) that plan is assumed by the surviving entity. In addition, the Corporation maintains a rabbi trust with a third-party trustee for the SERP and the DCP and if an actual or potential change in control occurs, the Corporation is required to contribute sufficient funds to the trust to fund all benefits payable to participants. The BNP Paribas Merger was a change in control for purposes of the LTIP, the SERP, and the rabbi trust agreement (as well as the 1991 and 1998 option plans, which were terminated).

Employment Agreements

      Mr. Dods has entered into an employment agreement with the Corporation, which became effective at the time of the BNP Paribas Merger (December 20, 2001) and has a term of three years, unless earlier terminated. Under the terms of that agreement, Mr. Dods is entitled to:

  •  a base salary of $1,030,403, which may be increased annually at the Corporation’s discretion after review by the Board of Directors,
 
  •  an annual target bonus of up to 100% of base salary payable if performance targets are met, but guaranteed to be at least 65% of base salary,
 
  •  participate in, and receive stock and other equity or equity-based awards under, the stock option programs and stock purchase programs of BNP Paribas at levels and on terms consistent with those provided to similarly situated executives of BNP Paribas and/or its subsidiaries, and
 
  •  other perquisites, including specified transportation benefits.

      Mr. Dods has the opportunity to earn awards under the LTIP, with a guaranteed target award of at least 50% of base salary and a maximum award opportunity of 200% of the target award.

      Mr. Dods is entitled to receive a lump sum cash severance payment in the following circumstances:

  •  BancWest terminates Mr. Dods’ employment other than for cause (as defined in the employment agreement), or due to death or disability,
 
  •  Mr. Dods quits for good reason (as defined in the employment agreement), or
 
  •  Mr. Dods terminates his employment with or without good reason at any time during the thirteenth month following a change in control of BNP Paribas or BancWest. (The BNP Paribas Merger is not a change in control for this purpose.)

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      The severance payment would be equal to the sum of:

        (1) three times the sum of:

  •  his then current base salary,
 
  •  his average annual bonus based on the preceding three fiscal years, and
 
  •  a long-term incentive plan amount equal to his average award from the three preceding fiscal years, but not less than his award paid for the award cycle that ended in 2000; and

        (2) a pro rata portion for the year of termination of the annual target bonus and the target awards in respect of all outstanding performance periods under the long-term incentive plan.

      Mr. Dods would also be entitled by his employment agreement to three additional years of age and service credit under our pension plans. Mr. Dods is also entitled to be grossed up, on an after-tax basis, for any excise taxes imposed under the Internal Revenue Code on any “excess parachute payment” that he receives in connection with benefits and payments provided to him in connection with any change in control, as defined in the Internal Revenue Code, of BancWest.

      Mr. McGrath has had an employment agreement with the Corporation since 1998. His agreement has a perpetual term and entitles Mr. McGrath to at least his current base salary, which may be increased annually at BancWest’s discretion after review by the Board of Directors, but may not be decreased.

      Mr. McGrath is entitled to receive a lump sum cash severance payment in the following circumstances, whether they occur following a change in control or otherwise:

  •  BancWest terminates Mr. McGrath’s employment other than for cause (as defined in the employment agreement) or due to disability, or
 
  •  Mr. McGrath quits for good reason (as defined in the employment agreement).

      This severance payment would be equal to three times the sum of:

        (1) his then current base salary, and
 
        (2) his average annual bonus, if any, based on the preceding three fiscal years.

      Mr. McGrath is also entitled to be grossed up, on an after-tax basis, for any excise taxes imposed under the Internal Revenue Code on any “excess parachute payment” that he receives in connection with benefits and payments provided to him in connection with any change in control, as defined in the Internal Revenue Code, of BancWest.

Termination Protection Agreements

      The Corporation entered into a termination protection agreement with Mr. Horner that became effective at the time of the BNP Paribas Merger and has a term of three years (or, if longer, two years after any subsequent change in control of BNP Paribas or BancWest). The agreement provides that BancWest will provide the executive officer with the severance benefits discussed below if any of the following events occurs:

  •  BancWest terminates his employment without cause (as defined in the agreement),
 
  •  he quits for good reason (as defined in the agreement), or
 
  •  he terminates his employment with or without good reason at any time during the thirteenth month following a change in control of BNP Paribas or BancWest. (The BNP Paribas Merger is not a change in control for this purpose.)

      The executive’s severance benefit is a lump sum cash payment equal to:

        (1) two times the sum of:

  •  his then current base salary,

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  •  his average annual bonus based on the preceding three fiscal years, and
 
  •  his long-term incentive plan award amount equal to his average award from the three preceding fiscal years but not less than his award paid for the award cycle that ended in 2000; and

        (2) a pro rata portion for the year of termination of the executive’s annual target bonus and his target awards in respect of all outstanding performance periods under the LTIP.

      Under these circumstances, the officer is also entitled by the agreement to two years of additional age and service credit under our pension plans.

      The agreement also provides that the executive is to be grossed up, on an after-tax basis, for any excise taxes imposed under the Internal Revenue Code on any “excess parachute payment” that such executive receives in connection with benefits and payments provided to him in connection with any change in control, as defined in the Internal Revenue Code, of BancWest.

 
Item 12. Security Ownership Of Certain Beneficial Owners And Management

      All voting securities of BancWest Corporation are beneficially owned by BNP Paribas, whose address is 16, boulevard des Italiens, 75009 Paris, France. BancWest Corporation has no compensation plans providing for issuance of its equity securities.

 
Item 13. Certain Relationships and Related Transactions; Compensation Committee Interlocks and Insider Participation

      In the ordinary course of business, the Corporation’s bank subsidiaries have made loans to the Corporation’s directors and executive officers, to members of their families, and to entities related to such persons. Those loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risks of collectibility or present other unfavorable features.

      In addition, BancWest Corporation had a mortgage loan to Fujio Matsuda during 2003. The following table provides information concerning that loan. Dr. Matsuda is a director of the Corporation and Chairman of its Executive Compensation Committee. The other members of that Committee are Robert A. Fuhrman and Pierre Mariani.

                           
Aggregate
Indebtedness
Largest Aggregate Outstanding Interest
Name and Title Indebtedness in 2003 December 31, 2003 Rate




Fujio Matsuda
  $ 160,613     $       5.00 %
 
Director
                       

      Messrs. Haig, Weyand, Ganley and Dods are directors of the Corporation and trustees of the Estate of S.M. Damon (“Damon Estate”). Damon Estate leases a parcel of land to First Hawaiian Bank used for a bank branch. The lease commenced July 1, 1967, and has a 50-year term. Rent is $179,200 per year from July 1, 2002 to June 30, 2007. Rent will be fixed for the next ten-year period by agreement or, failing agreement, by appraisal.

      First Hawaiian Bank leases to Damon Estate 6,074 square feet of office space in First Hawaiian Bank’s headquarters building. Rent paid in 2003 was $171,287, plus operating expenses. The lease expires in December 2007, subject to two five-year extension options.

      Until February 28, 2003, Bank of the West subleased approximately 26,862 square feet of commercial office space in San Francisco, California to BNP Paribas. The subleased premises were leased “as is,” and BNP Paribas paid pro-rata rent and certain expenses under the master lease.

      Bank of the West and First Hawaiian Bank participate in various financial transactions with BNP Paribas and its affiliates. These transactions are subject to review by the Federal Deposit Insurance Corporation (the “FDIC”) and other regulatory authorities and are required to be on terms at least as favorable to each bank as

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those prevailing at the time for similar non-affiliate transactions. For information concerning financial transactions involving BNP Paribas and the Corporation or its banking subsidiaries, see Notes 3, 4 and 13 to the Consolidated Financial Statements.

      During 1999, Bank of the West issued to BNP Paribas a $50 million 7.35% Subordinated Capital Note due June 24, 2009. The maximum principal amount of that note outstanding in 2003, and the outstanding principal balance at December 31, 2003, was $50 million.

      Bank of the West holds deposits and purchases federal funds from BNP Paribas. The deposits generally are for terms up to six months. Federal funds purchases are generally for one to four days. The maximum daily amount owed by Bank of the West to BNP Paribas in 2003 in connection with such deposits and federal funds purchases, and the balance outstanding on December 31, 2003 was $570.8 million.

      In connection with the BNP Paribas Merger, the Corporation became the borrower under a $1.55 billion 6.54% term loan from a BNP Paribas subsidiary due December 31, 2010. At December 31, 2003, the outstanding principal balance of that loan was $1.55 billion.

      In 2002, the Corporation sold BNP Paribas 14.815% of the outstanding common stock of Bank of the West for $800 million, and used the proceeds to repay $800 million the Corporation borrowed from BNP Paribas to acquire United California Bank. As discussed in Note 4 to the Consolidated Financial Statements, the Corporation and BNP Paribas also entered into a Stockholders’ Agreement that included put and call options on the Bank of the West stock owned by BNP Paribas.

      As discussed in Notes 3 and 4 to the Consolidated Financial Statements, the Corporation has entered into a $150 million interest rate swap with BNP Paribas to hedge obligations under the junior subordinated debentures issued in connection with the 9.5% BancWest Capital I Quarterly Income Preferred Securities. The swap is accounted for as a fair value hedge. We pay 3-month LIBOR plus 369 basis points and receive fixed payments at 9.5%. The fair value loss of the swap at December 31, 2003 was $3.5 million.

      Mr. Kobayashi is a director of the Corporation and First Hawaiian Bank, and his law corporation is a partner in the law firm of Kobayashi, Sugita & Goda. In 2003, the Corporation and its subsidiaries paid legal fees to Kobayashi, Sugita & Goda totaling $866,756. Of this amount, $528,463 was reimbursable by bank customers. Kobayashi, Sugita & Goda leases 26,788 square feet of office space in First Hawaiian Bank’s headquarters building. Rent paid in 2003 was $1,030,985, plus operating expenses. The lease term ends in December 2006, subject to two five-year extension options.

      Mr. Peck is a director of the Corporation and Bank of the West and a Senior Partner of Pillsbury Winthrop LLP, which provides legal services to the Corporation and its subsidiaries.

 
Item 14. Principal Accountant Fees and Services

Audit Fees and Non-Audit Fees

      The following table presents fees for professional audit services rendered by our principal accountants, PricewaterhouseCoopers LLP for the audit of BancWest’s annual financial statements for the years ended December 31, 2003 and December 31, 2002, and fees billed for other services rendered by PricewaterhouseCoopers during those periods. Certain amounts from 2002 have been reclassified to conform to the 2003 presentation.

                 
2003 2002


(In thousands)
Audit fees
  $ 748     $ 449  
Audit-related fees(1)
    74       138  
Tax fees(2)
    945       858  
All other fees(3)
    81       1,288  
     
     
 
Total
  $ 1,848     $ 2,733  

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(1)  Audit related fees consist of assurance and related services that are reasonable related to the performance of the audit review of BancWest’s financial statements. This category includes fees related to the performance of audit and attest services not required by statute or regulations.
 
(2)  Tax fees consist of the aggregate fees billed for professional services rendered by PricewaterhouseCoopers for tax compliance and return assistance (IRS, state and local), tax advice and tax planning.
 
(3)  All other fees for 2003 consist of $81 thousand for arbitration assistance for the UFJ settlement. All other fees for 2002 include $1.1 million for consulting related to the integration of UCB into Bank of the West, and $196 thousand for outsourcing of the Like-Kind-exchange system audit.

Audit Committee Policy for Pre-Approval of Independent Auditor Services

      The BancWest Corporation Audit Committee is responsible for the appointment, compensation, retention and oversight of the Corporation’s independent auditor. Beginning in 2003, the audit committee has required that fees for audit and nonaudit services provided to the Corporation by its independent auditor be preapproved by the committee. It has delegated to its chairman authority, between meetings of the committee, to preapprove expenditures that are within the categories of SEC-permitted services, provided the amounts so approved between any two meetings of the committee do not exceed $100,000 per item, or $250,000 in the aggregate, and provided all such approvals are presented to the committee at its next meeting. Since adoption of the committee’s preapproval requirements, the committee has not utilized provisions of applicable SEC rules that permit waiver of preapproval requirements for certain nonaudit services.

PART IV

 
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

      The following financial statements are included in Part II of the 10-K.

(a) 1.     Financial Statements

       
Page
Number

Reports of Independent Auditors
  48-49
BancWest Corporation and Subsidiaries:
   
 
Consolidated Statements of Income for the years ended December 31, 2003 and 2002, the periods from January 1 to December 19, 2001 and from December 20 to December 31, 2001
   50
 
Consolidated Balance Sheets at December 31, 2003 and 2002
   51
 
Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2003 and 2002, and the periods from January 1 to December 19, 2001 and from December 20 to December 31, 2001
   52
 
Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2002 and the periods from January 1 to December 19, 2001 and from December 20 to December 31, 2001
   53
BancWest Corporation (Parent Company):
   
 
Statements of Income for the years ended December 31, 2003 and 2002 and the periods from January 1 to December 19, 2001 and from December 20 to December 31, 2001
  105
 
Balance Sheets at December 31, 2003 and 2002
  106
 
Statements of Cash Flows for the Years ended December 31, 2003 and 2002 and the periods from January 1 to December 19, 2001 and from December 20 to December 31, 2001
  107
Notes to Consolidated Financial Statements
  54-108
Summary of Quarterly Financial Data (Unaudited)
  109

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2. Financial Statement Schedules

      Schedules to the Consolidated Financial Statements required by this Item 14(a)2 are not required under the related instructions, or the information is included in the consolidated financial statements, or are inapplicable, and therefore have been omitted.

 
3. Exhibits
         
  2 .1   Agreement and Plan of Merger, among BancWest Corporation, BNP Paribas and Chauchat L.L.C. is incorporated by reference to Annex A to the Corporation’s Proxy Statement filed on Schedule 14A with the SEC on August 20, 2001.
  3 .1   Certificate of Incorporation of BancWest Corporation as in effect from December 20, 2001, is incorporated by reference to Exhibit 3.1 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
  3 .2   Amended and Restated Bylaws of BancWest Corporation as in effect from December 20, 2001, is incorporated by reference to Exhibit 3.2 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
  4 .1   Instruments with respect to long-term debt not filed herewith will be furnished to the Commission upon its request.
  4 .2   Indenture, dated as of August 9, 1993, between First Hawaiian, Inc. and The First National Bank of Chicago, Trustee, is incorporated by reference to Exhibit 4.2 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
  4 .3   Indenture, dated as of June 30, 1997, between First Hawaiian, Inc. and The First National Bank of Chicago, Trustee, is incorporated by reference to the Corporation’s Registration Statement on Form S-4 filed with the SEC on October 17, 1997.
  4 .4   Form of Indenture relating to Junior Subordinated Debentures entered into between BancWest Corporation and Bank One Trust Company, N.A., as Indenture Trustee, is incorporated by reference to Exhibit 4(a) to the Registration Statement on Form S-3 of BancWest Corporation, BancWest Capital I and BancWest Capital II, filed October 25, 2000 (File No. 333-48552).
  10 .1   Long-Term Incentive Plan of First Hawaiian, Inc., effective as of January 1, 1992, and Amendments No. 1 and 2, are incorporated by reference to Exhibit 10 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 1998.*
  10 .2   Amendment No. 3 to the BancWest Corporation Long-Term Incentive Plan, approved March 16, 2000, is incorporated by reference to Exhibit 10 to the Corporation’s Report on Form 10-Q for the quarterly period ended March 31, 2000.*
  10 .3   First Hawaiian, Inc. Supplemental Executive Retirement Plan, as amended and restated as of January 1, 1998, is incorporated by reference to Exhibit 10 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 1998.*
  10 .4   Amendment No. 1 to First Hawaiian, Inc. Supplemental Executive Retirement Plan, effective November 1, 1998, is incorporated by reference to Exhibit 10(x) to the Corporation’s Form 10-K for the fiscal year ended December 31, 1998.*
  10 .5   Amendment No. 2 to BancWest Corporation Supplemental Executive Retirement Plan, effective November 1, 2002, is incorporated by reference to Exhibit 10.8 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*
  10 .6   First Hawaiian, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 1998, and Amendment No. 1, are incorporated by reference to Exhibit 10 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 1998.*
  10 .7   Amendment No. 3 to the BancWest Corporation Deferred Compensation Plan is incorporated by reference to Exhibit 10.26 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 2001.*
  10 .8   First Hawaiian, Inc. Incentive Plan for Key Executives, and amendments effective January 1, 1998, are incorporated by reference to Exhibit 10 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 1998.*

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  10 .9   Amendment to First Hawaiian, Inc. Incentive Plan for Key Executives adopted October 15, 1998 is incorporated by reference to Exhibit 10.9 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.*
  10 .10   Resolutions of the Board of Directors adopted September 20, 2001 amending the Company’s Defined Contribution Plan, Future Plan and Incentive Plan for Key Executives, and terminating its option plans, effective upon the closing of the Company’s merger with Chauchat L.L.C., are incorporated by reference to Exhibit 10.27 to the Corporation’s Form 10-Q for the quarterly period ended September 30, 2001.*
  10 .11   Directors’ Retirement Plan, effective as of January 1, 1992, and Amendments No. 1 and 2, are incorporated by reference to Exhibit 10 to the Corporation’s Form 10-Q for the quarterly period ended June 30, 1998.*
  10 .12   BancWest Corporation Umbrella TrustTM Trust Agreement by and between BancWest Corporation and Wachovia Bank, N.A., for BancWest Corporation Supplemental Executive Retirement Plan and BancWest Corporation Deferred Compensation Plan, executed November 23, 1999, is incorporated by reference to Exhibit 10.18 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.*
  10 .13   BancWest Corporation Split-Dollar Plan For Executives, effective January 1, 1999, is incorporated by reference to Exhibit 10.19 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.*
  10 .14   Employment Agreement between Walter A. Dods, Jr. and BancWest Corporation, executed May 7, 2001, is incorporated by reference to Exhibit 10.22 to the Corporation’s Form 10-Q for the quarterly period ended March 31, 2001.*
  10 .15   Employment Agreement between Don J. McGrath and the Corporation, effective November 1, 1998, is incorporated by reference to Exhibit 10.17 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.*
  10 .16   Termination Protection Agreement between Donald G. Horner and BancWest Corporation, executed May 7, 2001, is incorporated by reference to Exhibit 10.25 to the Corporation’s Form 10-Q for the quarterly period ended March 31, 2001.*
  10 .17   Termination of Split Dollar Agreement and Release of Interest, dated December 16, 2003, between First Hawaiian Bank and the Walter A. Dods, Jr. Irrevocable Trust, filed herewith.*
  10 .18   Termination of Split Dollar Agreement and Release of Interest, dated December 16, 2003, between First Hawaiian Bank and Donald G. Horner, filed herewith.*
  10 .19   Stock Purchase Agreement, dated November 20, 2002, between BancWest Corporation and BNP Paribas S.A., concerning Bank of the West common Stock, is incorporated by reference to Exhibit 10.28 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
  10 .20   Stockholders’ Agreement, dated as of November 20, 2002, between BancWest Corporation and BNP Paribas S.A., concerning Bank of the West common stock, is incorporated by reference to Exhibit 10.29 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
  12 .   Statement re: computation of ratios, filed herewith.
  21 .   Subsidiaries of the registrant, filed herewith.
  31 .   Section 302 Certifications.
  32 .   Section 1350 Certifications.


*Management contract or compensatory plan or arrangement.

      (b) Reports on Form 8-K

      On October 16, 2003, the Company filed a Report on Form 8-K that provided information under Items 7 and 12 concerning the Company’s financial results for the year-to-date and the quarter ended September 30, 2003.

      (c) The exhibits listed in Item 15(a)3 are incorporated by reference or attached hereto.

      (d) Response to this item is the same as the response to Item 15(a)2.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  BANCWEST CORPORATION
  (Registrant)

  By:  /s/ DOUGLAS C. GRIGSBY
 
  Douglas C. Grigsby
  Executive Vice President,
  Chief Financial Officer
  and Treasurer

Date: March 25, 2004

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      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

             
Signature Title Date



 
/s/ WALTER A. DODS, JR.

Walter A. Dods, Jr.
  Chairman, Chief Executive
Officer & Director
  March 25, 2004
 
/s/ FRANCOIS DAMBRINE

Francois Dambrine
  Director   March 25, 2004
 
/s/ GÉRARD DENOT

Gérard Denot
  Director   March 25, 2004
 
/s/ W. ALLEN DOANE

W. Allen Doane
  Director   March 25, 2004
 
/s/ JULIA ANN FROHLICH

Julia Ann Frohlich
  Director   March 25, 2004
 
/s/ ROBERT A. FUHRMAN

Robert A. Fuhrman
  Director   March 25, 2004
 
/s/ PAUL MULLIN GANLEY

Paul Mullin Ganley
  Director   March 25, 2004
 
/s/ DAVID M. HAIG

David M. Haig
  Director   March 25, 2004
 
/s/ JOHN A. HOAG

John A. Hoag
  Director   March 25, 2004
 
/s/ BERT T. KOBAYASHI, JR.

Bert T. Kobayashi, Jr.
  Director   March 25, 2004
 
/s/ MICHEL LARROUILH

Michel Larrouilh
  Director   March 25, 2004
 
/s/ PIERRE MARIANI

Pierre Mariani
  Director   March 25, 2004
 
/s/ FUJIO MATSUDA

Fujio Matsuda
  Director   March 25, 2004
 
/s/ DON J. MCGRATH

Don J. McGrath
  President, Chief Operating
Officer & Director
  March 25, 2004
 
/s/ RODNEY R. PECK

Rodney R. Peck
  Director   March 25, 2004
 
*

Edouard A. Sautter
  Director   March 25, 2004

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Signature Title Date



 
/s/ JOHN K. TSUI

John K. Tsui
  Vice Chairman
and Director
  March 25, 2004
 
/s/ JACQUES HENRI WAHL

Jacques Henri Wahl
  Director   March 25, 2004
 
/s/ ROBERT C. WO

Robert C. Wo
  Director   March 25, 2004
 
/s/ DOUGLAS C. GRIGSBY

Douglas C. Grigsby
  Executive Vice President, Chief Financial Officer and Treasurer (Principal financial and
accounting officer)
  March 25, 2004

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