Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

x     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2009

 

or

 

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

 

Commission File Number: 1-6887

 

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

99-0148992

(State of incorporation)

 

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

 

 

 

130 Merchant Street, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

 

1-888-643-3888

(Registrant’s telephone number, including area code)

 

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

Yes x     No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o     No  o

 

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

 

Large accelerated filer   x

 

Accelerated filer  o

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

 

Smaller reporting company  o

 

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

Yes o     No  x

 

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

 

As of July 22, 2009, there were 47,883,484 shares of common stock outstanding.

 

 

 



Table of Contents

 

Bank of Hawaii Corporation

Form 10-Q

Index

 

 

 

Page

 

 

 

Part I - Financial Information

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Consolidated Statements of Income – Three and six months ended
June 30, 2009 and 2008

2

 

 

 

 

Consolidated Statements of Condition – June 30, 2009,
December 31, 2008, and June 30, 2008

3

 

 

 

 

Consolidated Statements of Shareholders’ Equity – Six months ended
June 30, 2009 and 2008

4

 

 

 

 

Consolidated Statements of Cash Flows – Six months ended
June 30, 2009 and 2008

5

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

6

 

 

 

Item 2.

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

25

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

55

 

 

 

Item 4.

Controls and Procedures

55

 

 

 

Part II - Other Information

 

 

 

 

Item 1A.

Risk Factors

55

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

55

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

56

 

 

 

Item 6.

Exhibits

57

 

 

 

Signatures

 

58

 

1



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands, except per share amounts)

 

2009

 

2008

 

2009

 

2008

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and Fees on Loans and Leases

 

$

83,342

 

$

97,959

 

$

169,934

 

$

202,372

 

Income on Investment Securities

 

 

 

 

 

 

 

 

 

Trading

 

 

1,209

 

594

 

2,369

 

Available-for-Sale

 

38,155

 

35,321

 

70,456

 

69,572

 

Held-to-Maturity

 

2,369

 

3,033

 

4,936

 

6,272

 

Deposits

 

5

 

204

 

15

 

399

 

Funds Sold

 

526

 

420

 

1,103

 

1,412

 

Other

 

276

 

489

 

552

 

915

 

Total Interest Income

 

124,673

 

138,635

 

247,590

 

283,311

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

14,481

 

20,238

 

31,506

 

47,703

 

Securities Sold Under Agreements to Repurchase

 

6,477

 

7,488

 

13,129

 

18,105

 

Funds Purchased

 

5

 

270

 

10

 

903

 

Short-Term Borrowings

 

 

12

 

 

46

 

Long-Term Debt

 

859

 

3,459

 

3,032

 

7,206

 

Total Interest Expense

 

21,822

 

31,467

 

47,677

 

73,963

 

Net Interest Income

 

102,851

 

107,168

 

199,913

 

209,348

 

Provision for Credit Losses

 

28,690

 

7,172

 

53,577

 

21,599

 

Net Interest Income After Provision for Credit Losses

 

74,161

 

99,996

 

146,336

 

187,749

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Trust and Asset Management

 

11,881

 

15,460

 

23,513

 

30,546

 

Mortgage Banking

 

5,443

 

2,738

 

14,121

 

7,035

 

Service Charges on Deposit Accounts

 

12,910

 

12,411

 

26,296

 

24,494

 

Fees, Exchange, and Other Service Charges

 

15,410

 

16,103

 

30,386

 

31,494

 

Investment Securities Gains, Net

 

12

 

157

 

68

 

287

 

Insurance

 

4,744

 

5,590

 

10,385

 

12,720

 

Other

 

9,432

 

8,080

 

25,428

 

40,088

 

Total Noninterest Income

 

59,832

 

60,539

 

130,197

 

146,664

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and Benefits

 

44,180

 

45,984

 

91,208

 

101,457

 

Net Occupancy

 

10,008

 

11,343

 

20,336

 

21,786

 

Net Equipment

 

4,502

 

4,474

 

8,818

 

8,795

 

Professional Fees

 

4,005

 

2,588

 

6,554

 

5,201

 

FDIC Insurance

 

8,987

 

247

 

10,801

 

496

 

Other

 

17,902

 

19,226

 

39,800

 

39,559

 

Total Noninterest Expense

 

89,584

 

83,862

 

177,517

 

177,294

 

Income Before Provision for Income Taxes

 

44,409

 

76,673

 

99,016

 

157,119

 

Provision for Income Taxes

 

13,403

 

28,391

 

31,970

 

51,622

 

Net Income

 

$

31,006

 

$

48,282

 

$

67,046

 

$

105,497

 

Basic Earnings Per Share

 

$

0.65

 

$

1.01

 

$

1.41

 

$

2.20

 

Diluted Earnings Per Share

 

$

0.65

 

$

1.00

 

$

1.40

 

$

2.18

 

Dividends Declared Per Share

 

$

0.45

 

$

0.44

 

$

0.90

 

$

0.88

 

Basic Weighted Average Shares

 

47,682,604

 

47,733,278

 

47,624,521

 

47,849,945

 

Diluted Weighted Average Shares

 

47,948,531

 

48,300,049

 

47,876,509

 

48,423,619

 

 

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

 

2



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Condition (Unaudited)

 

 

June 30,

 

December 31,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2008

 

Assets

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

4,537

 

$

5,094

 

$

6,056

 

Funds Sold

 

656,000

 

405,789

 

 

Investment Securities

 

 

 

 

 

 

 

Trading

 

 

91,500

 

94,347

 

Available-for-Sale

 

4,292,911

 

2,519,239

 

2,646,506

 

Held-to-Maturity (Fair Value of $214,484; $242,175; and $255,905)

 

209,807

 

239,635

 

260,592

 

Loans Held for Sale

 

40,994

 

21,540

 

11,183

 

Loans and Leases

 

6,149,911

 

6,530,233

 

6,518,128

 

Allowance for Loan and Lease Losses

 

(137,416

)

(123,498

)

(102,498

)

Net Loans and Leases

 

6,012,495

 

6,406,735

 

6,415,630

 

Total Earning Assets

 

11,216,744

 

9,689,532

 

9,434,314

 

Cash and Noninterest-Bearing Deposits

 

294,022

 

385,599

 

280,635

 

Premises and Equipment

 

112,681

 

116,120

 

117,323

 

Customers’ Acceptances

 

2,084

 

1,308

 

1,856

 

Accrued Interest Receivable

 

43,042

 

39,905

 

42,295

 

Foreclosed Real Estate

 

438

 

428

 

229

 

Mortgage Servicing Rights

 

24,731

 

21,057

 

30,272

 

Goodwill

 

34,959

 

34,959

 

34,959

 

Other Assets

 

465,994

 

474,567

 

429,266

 

Total Assets

 

$

12,194,695

 

$

10,763,475

 

$

10,371,149

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Noninterest-Bearing Demand

 

$

2,109,270

 

$

1,754,724

 

$

1,876,782

 

Interest-Bearing Demand

 

1,589,300

 

1,854,611

 

1,631,586

 

Savings

 

4,054,039

 

3,104,863

 

2,816,222

 

Time

 

1,267,052

 

1,577,900

 

1,579,400

 

Total Deposits

 

9,019,661

 

8,292,098

 

7,903,990

 

Funds Purchased

 

8,670

 

15,734

 

69,400

 

Short-Term Borrowings

 

10,000

 

4,900

 

10,180

 

Securities Sold Under Agreements to Repurchase

 

1,799,794

 

1,028,835

 

1,028,518

 

Long-Term Debt (includes $119,275 and $121,326 carried at fair value as of December 31, 2008 and June 30, 2008, respectively)

 

91,432

 

203,285

 

205,351

 

Banker’s Acceptances

 

2,084

 

1,308

 

1,856

 

Retirement Benefits Payable

 

54,286

 

54,776

 

29,478

 

Accrued Interest Payable

 

7,765

 

13,837

 

13,588

 

Taxes Payable and Deferred Taxes

 

226,936

 

229,699

 

250,125

 

Other Liabilities

 

128,182

 

128,299

 

91,105

 

Total Liabilities

 

11,348,810

 

9,972,771

 

9,603,591

 

Shareholders’ Equity

 

 

 

 

 

 

 

Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: June 30, 2009 - 57,028,940 / 47,881,083;
December 31, 2008 - 57,019,887 / 47,753,371;
and June 30, 2008 - 57,016,182 / 47,941,409)

 

569

 

568

 

568

 

Capital Surplus

 

491,784

 

492,515

 

489,335

 

Accumulated Other Comprehensive Loss

 

(1,870

)

(28,888

)

(15,813

)

Retained Earnings

 

811,121

 

787,924

 

745,244

 

Treasury Stock, at Cost (Shares: June 30, 2009 - 9,147,857;
December 31, 2008 - 9,266,516; and June 30, 2008 - 9,074,773)

 

(455,719

)

(461,415

)

(451,776

)

Total Shareholders’ Equity

 

845,885

 

790,704

 

767,558

 

Total Liabilities and Shareholders’ Equity

 

$

12,194,695

 

$

10,763,475

 

$

10,371,149

 

 

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

 

3



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

 

 

 

 

 

 

 

 

Accum.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compre-

 

 

 

 

 

Compre-

 

 

 

 

 

Common

 

Capital

 

hensive

 

Retained

 

Treasury

 

hensive

 

(dollars in thousands)

 

Total

 

Stock

 

Surplus

 

Loss

 

Earnings

 

Stock

 

Income

 

Balance as of December 31, 2008

 

$

790,704

 

$

568

 

$

492,515

 

$

(28,888

)

$

787,924

 

$

(461,415

)

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

67,046

 

 

 

 

67,046

 

 

 

$

67,046

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

26,302

 

 

 

26,302

 

 

 

 

26,302

 

Amortization of Net Loss Related to Pension and Postretirement Benefit Plans

 

716

 

 

 

716

 

 

 

 

716

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

94,064

 

Share-Based Compensation

 

944

 

 

944

 

 

 

 

 

 

 

Net Tax Benefits related to Share-Based Compensation

 

(430

)

 

(430

)

 

 

 

 

 

 

Common Stock Issued under Purchase and Equity Compensation Plans (152,582 shares)

 

4,517

 

1

 

(1,245

)

 

(791

)

6,552

 

 

 

 

Common Stock Repurchased (24,870 shares)

 

(856

)

 

 

 

 

(856

)

 

 

 

Cash Dividends Paid

 

(43,058

)

 

 

 

(43,058

)

 

 

 

 

Balance as of June 30, 2009

 

$

845,885

 

$

569

 

$

491,784

 

$

(1,870

)

$

811,121

 

$

(455,719

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2007

 

$

750,255

 

$

567

 

$

484,790

 

$

(5,091

)

$

688,638

 

$

(418,649

)

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(2,736

)

 

 

 

(2,736

)

 

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

105,497

 

 

 

 

105,497

 

 

 

$

105,497

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(10,820

)

 

 

(10,820

)

 

 

 

(10,820

)

Amortization of Net Loss Related to Pension and Postretirement Benefit Plans

 

98

 

 

 

98

 

 

 

 

98

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

94,775

 

Share-Based Compensation

 

3,072

 

 

3,072

 

 

 

 

 

 

 

Net Tax Benefits related to Share-Based Compensation

 

1,304

 

 

1,304

 

 

 

 

 

 

 

Common Stock Issued under Purchase and Equity Compensation Plans (276,946 shares)

 

8,478

 

1

 

169

 

 

(3,812

)

12,120

 

 

 

 

Common Stock Repurchased (923,330 shares)

 

(45,247

)

 

 

 

 

(45,247

)

 

 

 

Cash Dividends Paid

 

(42,343

)

 

 

 

(42,343

)

 

 

 

 

Balance as of June 30, 2008

 

$

767,558

 

$

568

 

$

489,335

 

$

(15,813

)

$

745,244

 

$

(451,776

)

 

 

 

 

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

 

4



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

 

 

Six Months Ended

 

 

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

Operating Activities

 

 

 

 

 

Net Income

 

$

67,046

 

$

105,497

 

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

 

 

 

 

 

Provision for Credit Losses

 

53,577

 

21,599

 

Depreciation and Amortization

 

6,794

 

7,047

 

Amortization of Deferred Loan and Lease Fees

 

(1,216

)

(1,058

)

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

 

1,723

 

741

 

Share-Based Compensation

 

944

 

3,072

 

Benefit Plan Contributions

 

(1,453

)

(1,078

)

Deferred Income Taxes

 

(15,978

)

(15,738

)

Gain on Sale of Insurance Business

 

(852

)

 

Net Gains on Investment Securities

 

(68

)

(287

)

Net Change in Trading Securities

 

91,500

 

(27,061

)

Proceeds from Sales of Loans Held for Sale

 

670,158

 

261,820

 

Originations of Loans Held for Sale

 

(672,979

)

(260,662

)

Tax Benefits from Share-Based Compensation

 

(61

)

(1,389

)

Net Change in Other Assets and Other Liabilities

 

(5,862

)

(16,383

)

Net Cash Provided by Operating Activities

 

193,273

 

76,120

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Investment Securities Available-for-Sale:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

752,929

 

494,209

 

Proceeds from Sales

 

24,258

 

195,000

 

Purchases

 

(2,511,199

)

(789,666

)

Investment Securities Held-to-Maturity:

 

 

 

 

 

Proceeds from Prepayments and Maturities

 

29,609

 

31,765

 

Proceeds from Sale of Insurance Business

 

1,879

 

 

Net Change in Loans and Leases

 

357,432

 

53,692

 

Premises and Equipment, Net

 

(3,355

)

(7,193

)

Net Cash Used in Investing Activities

 

(1,348,447

)

(22,193

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Net Change in Deposits

 

727,563

 

(38,382

)

Net Change in Short-Term Borrowings

 

768,995

 

(7,069

)

Repayments of Long-Term Debt

 

(143,971

)

(32,425

)

Tax Benefits from Share-Based Compensation

 

61

 

1,389

 

Proceeds from Issuance of Common Stock

 

4,517

 

8,569

 

Repurchase of Common Stock

 

(856

)

(45,247

)

Cash Dividends Paid

 

(43,058

)

(42,343

)

Net Cash Provided by (Used In) Financing Activities

 

1,313,251

 

(155,508

)

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

158,077

 

(101,581

)

Cash and Cash Equivalents at Beginning of Period

 

796,482

 

388,272

 

Cash and Cash Equivalents at End of Period

 

$

954,559

 

$

286,691

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

Cash Paid for:

 

 

 

 

 

Interest

 

$

53,749

 

$

80,852

 

Income Taxes

 

45,565

 

63,604

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

Transfers from Loans and Leases to Foreclosed Real Estate

 

92

 

110

 

Transfers from Loans and Leases to Loans Held for Sale

 

16,634

 

 

 

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

 

5



Table of Contents

 

Bank of Hawaii Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1.  Summary of Significant Accounting Policies

 

Basis of Presentation

 

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

 

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and accompanying notes required by GAAP for complete financial statements.  In the opinion of management, the consolidated financial statements reflect normal recurring adjustments necessary for a fair presentation of the results for the interim periods.

 

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

 

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

 

These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.  Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

 

Investment Securities

 

Realized gains and losses on investment securities are recorded in noninterest income using the specific identification method.

 

Non-Marketable Equity Securities

 

The Company is required to hold non-marketable equity securities, comprised of Federal Home Loan Bank of Seattle (“FHLB”) and Federal Reserve Bank stock, as a condition of membership.  These securities are accounted for at cost which equals par or redemption value.  Ownership is restricted and there is no market for these securities.  These securities are redeemable at par by the issuing government supported institutions.  These securities, recorded as a component of other assets, are periodically evaluated for impairment, considering the ultimate recoverability of the par value.  The primary factor supporting the carrying value is the ability of the issuer to redeem the securities at par value.

 

Fair Value Measurements

 

On January 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” for the Company’s financial assets and financial liabilities.  In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157,” the Company deferred the effective date of SFAS No. 157 for the Company’s nonfinancial assets and nonfinancial liabilities, except

 

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Table of Contents

 

for those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009.  The adoption of the fair value measurement provisions of SFAS No. 157 for the Company’s nonfinancial assets and nonfinancial liabilities had no impact on retained earnings and is not expected to have a material impact on the Company’s statements of income and condition.

 

On April 1, 2009, the Company adopted the provisions of FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.”  This FSP provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for the asset or liability have decreased significantly and in identifying circumstances that indicate a transaction is not orderly.  In such instances, management may determine that further analysis of the transactions or quoted prices is required, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with SFAS No. 157.  The provisions of FSP FAS 157-4 were applied prospectively and did not result in significant changes to the Company’s valuation techniques.  Furthermore, the adoption of FSP FAS 157-4 is not expected to have a material impact on the Company’s statements of income and condition.

 

On April 1, 2009, the Company adopted the provisions of FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.”  This FSP requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements.  As FSP FAS 107-1 and APB 28-1 amended only the disclosure requirements about fair value of financial instruments in interim periods, the adoption had no impact on the Company’s statements of income and condition.  See Note 8 for the disclosures required under the provisions of FSP FAS 107-1 and APB 28-1.

 

Derivative Financial Instruments

 

On January 1, 2009, the Company adopted the provisions of SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133.”  SFAS No. 161 amended the disclosure requirements for derivative financial instruments and hedging activities.  Expanded qualitative disclosures required under SFAS No. 161 include: (1) how and why an entity uses derivative financial instruments; (2) how derivative financial instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and related interpretations; and (3) how derivative financial instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 also requires several added quantitative disclosures in financial statements.  As SFAS No. 161 amended only the disclosure requirements for derivative financial instruments and hedged items, the adoption had no impact on the Company’s statements of income and condition.  See Note 7 for the disclosures required under the provisions of SFAS No. 161.

 

Other-Than-Temporary-Impairments for Debt Securities

 

On April 1, 2009, the Company adopted the provisions of FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments.”  This FSP amends current other-than-temporary impairment (“OTTI”) guidance in GAAP for debt securities by requiring a write-down when fair value is below amortized cost in circumstances where: (1) an entity has the intent to sell a security; (2) it is more likely than not that an entity will be required to sell the security before recovery of its amortized cost basis; or (3) an entity does not expect to recover the entire amortized cost basis of the security.  If an entity intends to sell a security or if it is more likely than not the entity will be required to sell the security before recovery, an OTTI write-down is recognized in earnings equal to the entire difference between the security’s amortized cost basis and its fair value.  If an entity does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the OTTI write-down is separated

 

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Table of Contents

 

into an amount representing credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income.  This FSP does not amend existing recognition and measurement guidance related to OTTI write-downs of equity securities.  This FSP also extends disclosure requirements about debt and equity securities to interim reporting periods.  See Note 2 for the disclosures required under the provisions of FSP FAS 115-2 and FAS 124-2.  The adoption of FSP FAS 115-2 and FAS 124-2 had no impact on retained earnings and is not expected to have a material impact on the Company’s statements of income and condition.

 

Future Application of Accounting Pronouncements

 

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140.”  SFAS No. 166 makes several significant amendments to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” including the removal of the concept of a qualifying special-purpose entity from SFAS No. 140.  SFAS No. 166 also clarifies that a transferor must evaluate whether it has maintained effective control of a financial asset by considering its continuing direct or indirect involvement with the transferred financial asset.  The provisions of SFAS No. 166 are effective for financial asset transfers occurring after December 31, 2009.  The adoption of the provisions of SFAS No. 166 will have no impact on the Company’s statements of income and condition.

 

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a variable interest entity (“VIE”) for consolidation purposes.  The primary beneficiary of a VIE is the enterprise that has: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits of the VIE that could potentially be significant to the VIE.  The provisions of SFAS No. 167 are effective for the Company on January 1, 2010.  The adoption of the provisions of SFAS No. 167 will have no impact on the Company’s statements of income and condition.

 

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162.”  SFAS No. 168 established the FASB Accounting Standards Codification (the “Codification”) to become the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities, with the exception of guidance issued by the U.S. Securities and Exchange Commission (the “SEC”) and its staff.  All guidance contained in the Codification carries an equal level of authority.  The provisions of SFAS No. 168 are effective for interim and annual periods ending after September 15, 2009.  As the Codification is not intended to change GAAP, the adoption of the provisions of SFAS No. 168 will have no impact on the Company’s statements of income and condition.

 

Subsequent Events

 

Management has considered subsequent events through July 27, 2009 in preparing the June 30, 2009 Consolidated Financial Statements (Unaudited).

 

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Table of Contents

 

Note 2.  Investment Securities

 

The amortized cost, gross unrealized gains and losses, and estimated fair value of the Company’s investment securities as of June 30, 2009, December 31, 2008, and June 30, 2008 were as follows:

 

Investment Securities (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

As of June 30, 2009

 

 

 

 

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

 

 

 

 

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

 

$

789,777

 

$

8,528

 

$

(2,284

)

$

796,021

 

Debt Securities Issued by States and Political Subdivisions

 

88,083

 

951

 

(184

)

88,850

 

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

 

3,540

 

78

 

(45

)

3,573

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

3,116,241

 

60,210

 

(11,848

)

3,164,603

 

Non-Agencies

 

235,771

 

79

 

(21,300

)

214,550

 

Total Mortgage-Backed Securities

 

3,352,012

 

60,289

 

(33,148

)

3,379,153

 

Other Debt Securities

 

25,084

 

231

 

(1

)

25,314

 

Total

 

$

4,258,496

 

$

70,077

 

$

(35,662

)

$

4,292,911

 

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity:

 

 

 

 

 

 

 

 

 

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

 

$

209,807

 

$

4,710

 

$

(33

)

$

214,484

 

Total

 

$

209,807

 

$

4,710

 

$

(33

)

$

214,484

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

 

 

 

 

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

 

$

551

 

$

26

 

$

 

$

577

 

Debt Securities Issued by States and Political Subdivisions

 

47,033

 

1,028

 

(61

)

48,000

 

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

 

235,280

 

997

 

(266

)

236,011

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

1,941,569

 

37,924

 

(1,187

)

1,978,306

 

Non-Agencies

 

301,453

 

59

 

(45,199

)

256,313

 

Total Mortgage-Backed Securities

 

2,243,022

 

37,983

 

(46,386

)

2,234,619

 

Other Debt Securities

 

34

 

 

(2

)

32

 

Total

 

$

2,525,920

 

$

40,034

 

$

(46,715

)

$

2,519,239

 

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity:

 

 

 

 

 

 

 

 

 

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

 

$

239,635

 

$

3,198

 

$

(658

)

$

242,175

 

Total

 

$

239,635

 

$

3,198

 

$

(658

)

$

242,175

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2008

 

 

 

 

 

 

 

 

 

Available-for-Sale:

 

 

 

 

 

 

 

 

 

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

 

$

1,648

 

$

28

 

$

 

$

1,676

 

Debt Securities Issued by States and Political Subdivisions

 

47,885

 

154

 

(228

)

47,811

 

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

 

250,776

 

159

 

(1,072

)

249,863

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

2,007,001

 

10,930

 

(14,499

)

2,003,432

 

Non-Agencies

 

323,935

 

354

 

(15,067

)

309,222

 

Total Mortgage-Backed Securities

 

2,330,936

 

11,284

 

(29,566

)

2,312,654

 

Other Debt Securities

 

34,337

 

166

 

(1

)

34,502

 

Total

 

$

2,665,582

 

$

11,791

 

$

(30,867

)

$

2,646,506

 

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity:

 

 

 

 

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

6

 

$

 

$

 

$

6

 

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

 

260,586

 

664

 

(5,351

)

255,899

 

Total

 

$

260,592

 

$

664

 

$

(5,351

)

$

255,905

 

 

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Table of Contents

 

The table below presents an analysis of the contractual maturities of the Company’s investment securities as of June 30, 2009.  Mortgage-backed securities are disclosed separately in the table below as these investment securities may prepay prior to their scheduled contractual maturity dates.

 

Contractual Maturities (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Available-for-Sale:

 

 

 

 

 

 

 

 

 

Due in One Year or Less

 

$

375,441

 

$

167

 

$

(1

)

$

375,607

 

Due After One Year Through Five Years

 

61,904

 

772

 

(111

)

62,565

 

Due After Five Years Through Ten Years

 

158,894

 

1,637

 

(2,018

)

158,513

 

Due After Ten Years

 

310,245

 

7,212

 

(384

)

317,073

 

 

 

906,484

 

9,788

 

(2,514

)

913,758

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

3,116,241

 

60,210

 

(11,848

)

3,164,603

 

Non-Agencies

 

235,771

 

79

 

(21,300

)

214,550

 

Total Mortgage-Backed Securities

 

3,352,012

 

60,289

 

(33,148

)

3,379,153

 

Total

 

$

4,258,496

 

$

70,077

 

$

(35,662

)

$

4,292,911

 

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity:

 

 

 

 

 

 

 

 

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

$

209,807

 

$

4,710

 

$

(33

)

$

214,484

 

Total

 

$

209,807

 

$

4,710

 

$

(33

)

$

214,484

 

 

Gross gains and losses from the sales of investment securities for the three and six months ended June 30, 2009 and 2008 were as follows:

 

 

 

 

 

 

 

 

 

 

 

Gross Gains and Losses (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Gross Gains on Sales of Investment Securities

 

$

37

 

$

173

 

$

93

 

$

303

 

Gross Losses on Sales of Investment Securities

 

(25

)

(16

)

(25

)

(16

)

Net Gains on Sales of Investment Securities

 

$

12

 

$

157

 

$

68

 

$

287

 

 

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Table of Contents

 

The Company’s temporarily impaired investment securities as of June 30, 2009, December 31, 2008, and June 30, 2008 were as follows:

 

Temporarily Impaired Investment Securities (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than 12 Months

 

12 Months or Longer

 

Total

 

 

 

 

 

Gross

 

 

 

Gross

 

 

 

Gross

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

(dollars in thousands)

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

As of June 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the U.S. Treasury and Government Agencies

 

$

100,654

 

$

(2,284

)

$

 

$

 

$

100,654

 

$

(2,284

)

Debt Securities Issued by States and Political Subdivisions

 

32,453

 

(170

)

320

 

(14

)

32,773

 

(184

)

Debt Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

261

 

(3

)

1,780

 

(42

)

2,041

 

(45

)

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

915,317

 

(11,881

)

 

 

915,317

 

(11,881

)

Non-Agencies

 

2,724

 

(506

)

187,340

 

(20,794

)

190,064

 

(21,300

)

Total Mortgage-Backed Securities

 

918,041

 

(12,387

)

187,340

 

(20,794

)

1,105,381

 

(33,181

)

Other Debt Securities

 

 

 

34

 

(1

)

34

 

(1

)

Total Temporarily Impaired Investment Securities

 

$

1,051,409

 

$

(14,844

)

$

189,474

 

$

(20,851

)

$

1,240,883

 

$

(35,695

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

745

 

$

(11

)

$

284

 

$

(50

)

$

1,029

 

$

(61

)

Debt Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

19,375

 

(228

)

1,591

 

(38

)

20,966

 

(266

)

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

222,468

 

(1,388

)

59,385

 

(457

)

281,853

 

(1,845

)

Non-Agencies

 

123,549

 

(16,641

)

121,482

 

(28,558

)

245,031

 

(45,199

)

Total Mortgage-Backed Securities

 

346,017

 

(18,029

)

180,867

 

(29,015

)

526,884

 

(47,044

)

Other Debt Securities

 

 

 

32

 

(2

)

32

 

(2

)

Total Temporarily Impaired Investment Securities

 

$

366,137

 

$

(18,268

)

$

182,774

 

$

(29,105

)

$

548,911

 

$

(47,373

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities Issued by States and Political Subdivisions

 

$

30,207

 

$

(214

)

$

573

 

$

(14

)

$

30,780

 

$

(228

)

Debt Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

164,315

 

(1,062

)

887

 

(10

)

165,202

 

(1,072

)

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

1,079,508

 

(16,204

)

121,512

 

(3,646

)

1,201,020

 

(19,850

)

Non-Agencies

 

140,517

 

(4,267

)

147,233

 

(10,800

)

287,750

 

(15,067

)

Total Mortgage-Backed Securities

 

1,220,025

 

(20,471

)

268,745

 

(14,446

)

1,488,770

 

(34,917

)

Other Debt Securities

 

 

 

33

 

(1

)

33

 

(1

)

Total Temporarily Impaired Investment Securities

 

$

1,414,547

 

$

(21,747

)

$

270,238

 

$

(14,471

)

$

1,684,785

 

$

(36,218

)

 

The gross unrealized losses reported for mortgage-backed securities relate to investment securities issued by U.S. government-sponsored enterprises, such as the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, and non-agencies.  The Company does not believe that the investment securities that were in an unrealized loss position as of June 30, 2009, which was comprised of 76 securities, represent an other-than-temporary impairment.  Total gross unrealized losses were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.  In assessing non-agency mortgage-backed securities for impairment, management considers, among other factors, the severity and duration of the impairment, independent credit ratings, vintage, credit enhancements, as well as performance indicators of the underlying assets in the security (e.g., default rates, delinquency rates).

 

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Table of Contents

 

As of June 30, 2009, all of the Company’s non-agency mortgage-backed securities were prime jumbo, with an average amortized loan-to-value ratio of 58%, and an average credit enhancement of 5.1% of the par value outstanding.   As of June 30, 2009, 85% of the fair value of the Company’s mortgage-backed securities issued by non-agencies were AAA-rated by at least one major rating agency and were originated prior to 2006.  Loans past due 90 days or more, underlying the mortgage-backed securities issued by non-agencies, represented approximately 1.9% of the par value outstanding, or approximately $4.5 million as of June 30, 2009.  As of June 30, 2009, there were no “sub-prime” or “Alt-A” securities in our mortgage-backed securities portfolio.  The Company does not intend to sell the investment securities that are in an unrealized loss position and it is unlikely that the Company will be required to sell the investment securities before recovery of their amortized cost bases, which may be maturity.

 

Note 3.  Leasing Transactions

 

In May 2009, the Company replaced an existing leveraged lease with a direct financing lease with a sub-lessee to the leveraged lease transaction.  In recording this transaction, the Company removed $17.9 million in the net investment from the balance sheet and recorded a $4.4 million charge-off to the allowance for loan and lease losses.   The Company also recorded a $1.6 million benefit for income taxes which resulted from the over accrual of income taxes from the inception of the lease through the termination of the leveraged lease transaction.  The Company recorded a direct financing lease of $45.9 million and also recognized $32.4 million in non-recourse debt on the balance sheet, which was previously not recognized as an obligation of the Bank under leveraged lease accounting treatment.

 

In April 2009, the Company sold its equity interest in a cargo aircraft resulting in a $2.8 million pre-tax gain for the Company.  After-tax gains from this transaction were $1.5 million.  In March 2009, the Company sold its equity interest in two watercraft leveraged leases resulting in a $10.0 million pre-tax gain for the Company.  After-tax gains from this transaction were $6.2 million.  The pre-tax gains from these sales transactions were recorded as a component of other noninterest income in the statement of income.

 

Note 4.  Securities Sold Under Agreements to Repurchase

 

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, securities sold under agreements to repurchase are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities.  The obligation to repurchase the securities is reflected as a liability in the Company’s Consolidated Statements of Condition (Unaudited), while the securities underlying the securities sold under agreements to repurchase remain in the respective asset accounts and are delivered to and held in collateral by third party trustees.

 

As of June 30, 2009, the carrying value of the Company’s investment securities available-for-sale pledged where the secured party has the right to sell or repledge the investment securities was $817.1 million.  As of June 30, 2009, the contractual maturities of the Company’s securities sold under agreements to repurchase were as follows:

 

Contractual Maturities (Unaudited)

 

 

 

(dollars in thousands)

 

Amount

 

Overnight

 

$

233,500

 

2 to 30 Days

 

799,505

 

31 to 90 Days

 

58,107

 

Over 90 Days

 

708,682

 

Total

 

$

1,799,794

 

 

12



Table of Contents

 

Note 5.  Business Segments

 

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

 

Selected financial information for each business segment is presented below as of and for the three and six months ended June 30, 2009 and 2008.

 

Business Segments Selected Financial Information (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

Commercial

 

Investment

 

Treasury

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

and Other

 

Total

 

Three Months Ended June 30, 2009

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

53,631

 

$

43,376

 

$

4,326

 

$

1,518

 

$

102,851

 

Provision for Credit Losses

 

11,465

 

16,480

 

746

 

(1

)

28,690

 

Net Interest Income After Provision for Credit Losses

 

42,166

 

26,896

 

3,580

 

1,519

 

74,161

 

Noninterest Income

 

25,169

 

16,774

 

14,615

 

3,274

 

59,832

 

Noninterest Expense

 

(42,587

)

(29,119

)

(15,797

)

(2,081

)

(89,584

)

Income Before Provision for Income Taxes

 

24,748

 

14,551

 

2,398

 

2,712

 

44,409

 

Provision for Income Taxes

 

(9,170

)

(5,205

)

(887

)

1,859

 

(13,403

)

Net Income

 

$

15,578

 

$

9,346

 

$

1,511

 

$

4,571

 

$

31,006

 

Total Assets as of June 30, 2009

 

$

3,299,113

 

$

2,939,637

 

$

267,546

 

$

5,688,399

 

$

12,194,695

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

59,529

 

$

43,285

 

$

3,938

 

$

416

 

$

107,168

 

Provision for Credit Losses

 

2,571

 

4,652

 

(1

)

(50

)

7,172

 

Net Interest Income After Provision for Credit Losses

 

56,958

 

38,633

 

3,939

 

466

 

99,996

 

Noninterest Income

 

23,644

 

13,623

 

19,019

 

4,253

 

60,539

 

Noninterest Expense

 

(40,380

)

(26,195

)

(16,363

)

(924

)

(83,862

)

Income Before Provision for Income Taxes

 

40,222

 

26,061

 

6,595

 

3,795

 

76,673

 

Provision for Income Taxes

 

(14,882

)

(9,655

)

(2,440

)

(1,414

)

(28,391

)

Net Income

 

$

25,340

 

$

16,406

 

$

4,155

 

$

2,381

 

$

48,282

 

Total Assets as of June 30, 2008

 

$

3,638,301

 

$

3,008,887

 

$

242,443

 

$

3,481,518

 

$

10,371,149

 

 

13



Table of Contents

 

Business Segments Selected Financial Information (Unaudited) - Continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

Commercial

 

Investment

 

Treasury

 

Consolidated

 

(dollars in thousands)

 

Banking

 

Banking

 

Services

 

and Other

 

Total

 

Six Months Ended June 30, 2009

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

107,021

 

$

84,966

 

$

8,318

 

$

(392

)

$

199,913

 

Provision for Credit Losses

 

25,981

 

26,291

 

1,550

 

(245

)

53,577

 

Net Interest Income (Loss)
After Provision for Credit Losses

 

81,040

 

58,675

 

6,768

 

(147

)

146,336

 

Noninterest Income

 

53,444

 

40,891

 

29,060

 

6,802

 

130,197

 

Noninterest Expense

 

(84,895

)

(56,656

)

(32,357

)

(3,609

)

(177,517

)

Income Before Provision for Income Taxes

 

49,589

 

42,910

 

3,471

 

3,046

 

99,016

 

Provision for Income Taxes

 

(18,360

)

(15,676

)

(1,284

)

3,350

 

(31,970

)

Net Income

 

$

31,229

 

$

27,234

 

$

2,187

 

$

6,396

 

$

67,046

 

Total Assets as of June 30, 2009

 

$

3,299,113

 

$

2,939,637

 

$

267,546

 

$

5,688,399

 

$

12,194,695

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (Loss)

 

$

117,922

 

$

86,144

 

$

7,808

 

$

(2,526

)

$

209,348

 

Provision for Credit Losses

 

10,523

 

11,878

 

(1

)

(801

)

21,599

 

Net Interest Income (Loss)
After Provision for Credit Losses

 

107,399

 

74,266

 

7,809

 

(1,725

)

187,749

 

Noninterest Income

 

48,491

 

39,570

 

37,280

 

21,323

 

146,664

 

Noninterest Expense

 

(80,997

)

(53,721

)

(33,226

)

(9,350

)

(177,294

)

Income Before Provision for Income Taxes

 

74,893

 

60,115

 

11,863

 

10,248

 

157,119

 

Provision for Income Taxes

 

(27,710

)

(22,295

)

(4,389

)

2,772

 

(51,622

)

Net Income

 

$

47,183

 

$

37,820

 

$

7,474

 

$

13,020

 

$

105,497

 

Total Assets as of June 30, 2008

 

$

3,638,301

 

$

3,008,887

 

$

242,443

 

$

3,481,518

 

$

10,371,149

 

 

14



Table of Contents

 

Note 6.  Pension Plans and Postretirement Benefit Plan

 

The components of net periodic benefit cost for the Company’s pension plans and the postretirement benefit plan for the three and six months ended June 30, 2009 and 2008 are presented in the following table:

 

Pension Plans and Postretirement Benefit Plan (Unaudited)

 

 

 

Pension Benefits

 

Postretirement Benefits

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

Service Cost

 

$

 

$

 

$

109

 

$

89

 

Interest Cost

 

1,285

 

1,298

 

419

 

420

 

Expected Return on Plan Assets

 

(1,332

)

(1,522

)

 

 

Amortization of Prior Service Credit

 

 

 

(53

)

(53

)

Recognized Net Actuarial Losses (Gains)

 

732

 

270

 

(119

)

(140

)

Net Periodic Benefit Cost

 

$

685

 

$

46

 

$

356

 

$

316

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

Service Cost

 

$

 

$

 

$

219

 

$

179

 

Interest Cost

 

2,569

 

2,596

 

839

 

840

 

Expected Return on Plan Assets

 

(2,664

)

(3,044

)

 

 

Amortization of Prior Service Credit

 

 

 

(107

)

(107

)

Recognized Net Actuarial Losses (Gains)

 

1,464

 

540

 

(238

)

(280

)

Net Periodic Benefit Cost

 

$

1,369

 

$

92

 

$

713

 

$

632

 

 

The net periodic benefit cost for the Company’s pension plans and postretirement benefit plan are recorded as a component of salaries and benefits in the statements of income.  The Company expects to contribute $12.0 million to its pension plans and $1.2 million to the postretirement benefit plan for the year ending December 31, 2009.  The Company contributed $7.7 million to its pension plans and $1.3 million to the postretirement benefit plan for the year ended December 31, 2008.  For the three and six months ended June 30, 2009, the Company contributed $0.7 million and $0.8 million, respectively, to its pension plans.  For the three and six months ended June 30, 2009, the Company contributed $0.3 million and $0.6 million, respectively, to its postretirement benefit plan.

 

Note 7.  Derivative Financial Instruments

 

The following table presents the Company’s derivative financial instruments, their estimated fair values, and balance sheet location as of June 30, 2009:

 

Fair Values of Derivative Financial Instruments (Unaudited)

 

 

As of June 30, 2009

 

(dollars in thousands)

 

Asset Derivatives

 

Liability Derivatives

 

Derivative Financial Instruments Not Designated as
Hedging Instruments under SFAS No. 133

 

Balance Sheet
Location

 

Fair Value

 

Balance Sheet
Location

 

Fair Value

 

Forward Commitments

 

Other Assets

 

$

1,007

 

Other Liabilities

 

$

374

 

Interest Rate Lock Commitments

 

Other Assets

 

1,261

 

Other Liabilities

 

340

 

Interest Rate Swap Agreements

 

Other Assets

 

19,911

 

Other Liabilities

 

20,091

 

Foreign Exchange Contracts

 

Other Assets

 

247

 

Other Liabilities

 

381

 

Total Derivative Financial Instruments Not Designated as
Hedging Instruments under SFAS No. 133

 

 

 

$

22,426

 

 

 

$

21,186

 

 

15



Table of Contents

 

The following table presents the Company’s derivative financial instruments and the amount and location of the net gain recognized in the statements of income for the three and six months ended June 30, 2009:

 

The Effect of Derivative Financial Instruments on the Consolidated Statements of Income (Unaudited)

 

(dollars in thousands)

 

Three Months Ended June 30, 2009

 

Six Months Ended June 30, 2009

 

Derivative Financial Instruments
Not Designated as Hedging Instruments
under SFAS No. 133

 

Location of Net Gain
Recognized in the
Statement of Income

 

Amount of Net Gain
Recognized in the
Statement of Income

 

Location of Net Gain
Recognized in the
Statement of Income

 

Amount of Net Gain
Recognized in the
Statement of Income

 

Forward Commitments

 

Mortgage Banking

 

$

1,306

 

Mortgage Banking

 

$

1,893

 

Interest Rate Lock Commitments

 

Mortgage Banking

 

97

 

Mortgage Banking

 

7,022

 

Interest Rate Swap Agreements

 

Other Noninterest Income

 

635

 

Other Noninterest Income

 

777

 

Foreign Exchange Contracts

 

Other Noninterest Income

 

713

 

Other Noninterest Income

 

1,311

 

Total Derivative Financial Instruments
Not Designated as Hedging Instruments
under SFAS No. 133

 

 

 

$

2,751

 

 

 

$

11,003

 

 

Management has received authorization from the Parent’s Board of Directors to use derivative financial instruments as an end-user in connection with its risk management activities and to accommodate the needs of its customers.  The Company has elected not to qualify for hedge accounting methods addressed under current provisions of GAAP.  All risk management derivative instruments are stated at fair value in the Consolidated Statements of Condition with changes in fair value reported in earnings.

 

The Company is a party to derivative financial instruments in the normal course of its business to meet the financing needs of its customers and to manage its own exposure to fluctuations in interest and foreign exchange rates.  Where derivative financial instruments have been entered into to facilitate the risk management activities of our customers, the Company generally enters into transactions with dealers to offset its risk exposure.  These financial instruments have been limited to forward commitments, interest rate lock commitments, interest rate swap agreements, and foreign exchange contracts.

 

The Company enters into forward commitments for the future delivery of residential mortgage loans to reduce interest rate risk associated with loans held for sale and interest rate lock commitments to fund loans at a specified interest rate.  Changes in the estimated fair value of forward commitments and interest rate lock commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.  At inception and during the life of the interest rate lock commitment, the Company includes the expected net future cash flows related to the associated servicing of the loan as part of the fair value measurement of the interest rate lock commitments.

 

The Company’s interest rate swap agreements are to facilitate the risk management strategies of a small number of commercial banking customers.  The Company mitigates this risk by entering into equal and offsetting interest rate swap agreements.  The Company utilizes foreign exchange contracts to offset risks related to transactions executed on behalf of customers.

 

As with any financial instrument, derivative financial instruments have inherent risks.  Adverse changes in interest rates, foreign exchange rates, and equity prices affect the Company’s market risks.  The market risks are balanced with the expected returns to enhance earnings performance and shareholder value, while limiting the volatility of each.  The Company uses various processes to monitor its overall market risk exposure, including sensitivity analysis, value-at-risk calculations, and other methodologies.

 

The Company’s exposure to derivative credit risk is defined as the possibility of sustaining a loss due to the failure of the counterparty to perform in accordance with the terms of the contract.  Credit risk associated with derivative financial instruments is similar to those relating to traditional on-balance sheet financial instruments.  The Company manages derivative credit risk with the same standards and procedures applied to its commercial lending activities.

 

16



Table of Contents

 

Note 8.  Fair Value of Financial Assets and Liabilities

 

Fair Value Hierarchy

 

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

 

Level 1:                             Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

 

Level 2:                             Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

 

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

 

A financial asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  Management reviews and updates the fair value hierarchy classifications of the Company’s financial assets and liabilities on a quarterly basis.

 

17



Table of Contents

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2009, December 31, 2008, and June 30, 2008:

 

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

 

 

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

Active Markets for

 

 

 

Significant

 

 

 

 

 

Identical Assets

 

Significant Other

 

Unobservable

 

 

 

 

 

or Liabilities

 

Observable Inputs

 

Inputs

 

 

 

(dollars in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

As of June 30, 2009

 

 

 

 

 

 

 

 

 

Investment Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

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

 

$

796,021

 

$

 

$

 

$

796,021

 

Debt Securities Issued by
States and Political Subdivisions

 

 

88,850

 

 

88,850

 

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

 

 

3,573

 

 

3,573

 

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

 

 

3,164,603

 

 

3,164,603

 

Non-Agencies

 

 

214,550

 

 

214,550

 

Total Mortgage-Backed Securities

 

 

3,379,153

 

 

3,379,153

 

Other Debt Securities

 

 

25,314

 

 

25,314

 

Total Investment Securities Available-for-Sale

 

796,021

 

3,496,890

 

 

4,292,911

 

Mortgage Servicing Rights

 

 

 

16,833

 

16,833

 

Other Assets

 

7,767

 

 

 

7,767

 

Net Derivative Assets and Liabilities

 

 

499

 

741

 

1,240

 

Total Assets Measured at Fair Value
on a Recurring Basis as of June 30, 2009

 

$

803,788

 

$

3,497,389

 

$

17,574

 

$

4,318,751

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

Investment Securities Trading

 

 

 

 

 

 

 

 

 

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

 

$

 

$

91,500

 

$

 

$

91,500

 

Investment Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

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

 

577

 

 

 

577

 

Debt Securities Issued by
States and Political Subdivisions

 

 

48,000

 

 

48,000

 

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

 

 

236,011

 

 

236,011

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

 

1,922,591

 

55,715

 

1,978,306

 

Non-Agencies

 

 

256,313

 

 

256,313

 

Total Mortgage-Backed Securities

 

 

2,178,904

 

55,715

 

2,234,619

 

Other Debt Securities

 

 

32

 

 

32

 

Total Investment Securities Available-for-Sale

 

577

 

2,462,947

 

55,715

 

2,519,239

 

Mortgage Servicing Rights

 

 

 

19,553

 

19,553

 

Other Assets

 

6,674

 

 

 

6,674

 

Net Derivative Assets and Liabilities

 

 

(951

)

3,051

 

2,100

 

Total Assets Measured at Fair Value
on a Recurring Basis as of December 31, 2008

 

$

7,251

 

$

2,553,496

 

$

78,319

 

$

2,639,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

$

 

$

 

$

119,275

 

$

119,275

 

Total Liabilities Measured at Fair Value
on a Recurring Basis as of December 31, 2008

 

$

 

$

 

$

119,275

 

$

119,275

 

 

18



Table of Contents

 

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

 

 

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

Active Markets for

 

 

 

Significant

 

 

 

 

 

Identical Assets

 

Significant Other

 

Unobservable

 

 

 

 

 

or Liabilities

 

Observable Inputs

 

Inputs

 

 

 

(dollars in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

As of June 30, 2008

 

 

 

 

 

 

 

 

 

Investment Securities Trading

 

 

 

 

 

 

 

 

 

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

 

$

 

$

94,347

 

$

 

$

94,347

 

Investment Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

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

 

1,676

 

 

 

1,676

 

Debt Securities Issued by
States and Political Subdivisions

 

 

47,811

 

 

47,811

 

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

 

 

249,863

 

 

249,863

 

Mortgage-Backed Securities Issued by

 

 

 

 

 

 

 

 

 

U.S. Government-Sponsored Enterprises

 

 

2,003,432

 

 

2,003,432

 

Non-Agencies

 

 

309,222

 

 

309,222

 

Total Mortgage-Backed Securities

 

 

2,312,654

 

 

2,312,654

 

Other Debt Securities

 

 

9,486

 

25,016

 

34,502

 

Total Investment Securities Available-for-Sale

 

1,676

 

2,619,814

 

25,016

 

2,646,506

 

Mortgage Servicing Rights

 

 

 

30,272

 

30,272

 

Other Assets

 

8,836

 

 

 

8,836

 

Net Derivative Assets and Liabilities

 

 

291

 

326

 

617

 

Total Assets Measured at Fair Value
on a Recurring Basis as of June 30, 2008

 

$

10,512

 

$

2,714,452

 

$

55,614

 

$

2,780,578

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

$

 

$

 

$

121,326

 

$

121,326

 

Total Liabilities Measured at Fair Value
on a Recurring Basis as of June 30, 2008

 

$

 

$

 

$

121,326

 

$

121,326

 

 

The Company sold its investment securities trading portfolio during the three months ended March 31, 2009.  The change in fair value of the trading portfolio had been expected by the Company to offset changes in valuation assumptions related to the Company’s mortgage servicing rights accounted for under the fair value measurement method.

 

As of June 30, 2009, the Company had no liabilities measured at fair value on a recurring basis.

 

19



Table of Contents

 

For the three and six months ended June 30, 2009 and June 30, 2008, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:

 

 

 

 

 

Net Derivative

 

 

 

 

 

 

 

Mortgage

 

Assets and

 

 

 

 

 

Assets (Unaudited) (dollars in thousands)

 

Servicing Rights 1

 

Liabilities 2

 

Total

 

 

 

Three Months Ended June 30, 2009

 

 

 

 

 

 

 

 

 

Balance as of April 1, 2009

 

$

17,904

 

$

2,745

 

$

20,649

 

 

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

(1,071

)

732

 

(339

)

 

 

Purchases, Sales, Issuances, and Settlements, Net

 

 

(2,736

)

(2,736

)

 

 

Balance as of June 30, 2009

 

$

16,833

 

$

741

 

$

17,574

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains Included in Net Income Related to Assets Still Held as of June 30, 2009

 

$

198

 

$

741

 

$

939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Derivative

 

 

 

 

 

Investment Securities

 

Mortgage

 

Assets and

 

 

 

Assets (Unaudited) (dollars in thousands)

 

Available-for-Sale 3 

 

Servicing Rights 1

 

Liabilities 2

 

Total

 

Three Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of April 1, 2008

 

$

95,219

 

$

27,149

 

$

810

 

$

123,178

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

 

1,459

 

1,121

 

2,580

 

Included in Other Comprehensive Income

 

(200

)

 

 

(200

)

Purchases, Sales, Issuances, and Settlements, Net

 

(70,003

)

1,664

 

(1,605

)

(69,944

)

Balance as of June 30, 2008

 

$

25,016

 

$

30,272

 

$

326

 

$

55,614

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

$

2,201

 

$

326

 

$

2,527

 

 

 

 

 

 

 

 

 

 

 

Liabilities (Unaudited) (dollars in thousands)

 

Long-Term Debt 4

 

Total

 

 

 

 

 

Three Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of April 1, 2008

 

$

128,932

 

$

128,932

 

 

 

 

 

Unrealized Net Gains Included in Net Income

 

(1,606

)

(1,606

)

 

 

 

 

Purchases, Sales, Issuances, and Settlements, Net

 

(6,000

)

(6,000

)

 

 

 

 

Balance as of June 30, 2008

 

$

121,326

 

$

121,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

(1,416

)

$

(1,416

)

 

 

 

 

 

20



Table of Contents

 

 

 

 

 

 

 

Net Derivative

 

 

 

 

 

Investment Securities

 

Mortgage

 

Assets and

 

 

 

Assets (Unaudited) (dollars in thousands)

 

Available-for-Sale 3

 

Servicing Rights 1

 

Liabilities 2

 

Total

 

Six Months Ended June 30, 2009

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2009

 

$

55,715

 

$

19,553

 

$

3,051

 

$

78,319

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

 

(2,720

)

7,799

 

5,079

 

Purchases, Sales, Issuances, and Settlements, Net

 

(55,715

)

 

(10,109

)

(65,824

)

Balance as of June 30, 2009

 

$

 

$

16,833

 

$

741

 

$

17,574

 

 

 

 

 

 

 

 

 

 

 

Total Unrealized Net Gains Included in Net Income Related to Assets Still Held as of June 30, 2009

 

$

 

$

107

 

$

741

 

$

848

 

 

 

 

 

 

 

 

 

 

 

Liabilities (Unaudited) (dollars in thousands)

 

Long-Term Debt 4

 

Total

 

 

 

 

 

Six Months Ended June 30, 2009

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2009

 

$

119,275

 

$

119,275

 

 

 

 

 

Unrealized Net Gains Included in Net Income

 

(304

)

(304

)

 

 

 

 

Purchases, Sales, Issuances, and Settlements, Net

 

(118,971

)

(118,971

)

 

 

 

 

Balance as of June 30, 2009

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Derivative

 

 

 

 

 

Investment Securities

 

Mortgage

 

Assets and

 

 

 

Assets (Unaudited) (dollars in thousands)

 

Available-for-Sale 3 

 

Servicing Rights 1

 

Liabilities 2

 

Total

 

Six Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2008

 

$

218,980

 

$

27,588

 

$

113

 

$

246,681

 

Realized and Unrealized Net Gains (Losses):

 

 

 

 

 

 

 

 

 

Included in Net Income

 

 

(899

)

2,893

 

1,994

 

Included in Other Comprehensive Income

 

1,028

 

 

 

1,028

 

Purchases, Sales, Issuances, and Settlements, Net

 

(194,992

)

3,583

 

(2,680

)

(194,089

)

Balance as of June 30, 2008

 

$

25,016

 

$

30,272

 

$

326

 

$

55,614

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

$

653

 

$

326

 

$

979

 

 

 

 

 

 

 

 

 

 

 

Liabilities (Unaudited) (dollars in thousands)

 

Long-Term Debt 4

 

Total

 

 

 

 

 

Six Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2008

 

$

129,032

 

$

129,032

 

 

 

 

 

Unrealized Net Gains Included in Net Income

 

(1,706

)

(1,706

)

 

 

 

 

Purchases, Sales, Issuances, and Settlements, Net

 

(6,000

)

(6,000

)

 

 

 

 

Balance as of June 30, 2008

 

$

121,326

 

$

121,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

(1,512

)

$

(1,512

)

 

 

 

 

 

1          Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of mortgage banking income in the Company’s consolidated statements of income (unaudited).

2          Realized and unrealized gains and losses related to forward commitments and interest rate lock commitments are reported as a component of mortgage banking income.  Realized and unrealized gains and losses related to foreign exchange contracts and interest rate swap agreements are recorded as a component of other noninterest income in the Company’s consolidated statements of income (unaudited).

3          Unrealized gains and losses related to investment securities available-for-sale are reported as a component of other comprehensive income in the Company’s consolidated statements of condition (unaudited). 

4          Realized and unrealized gains and losses related to long-term debt are reported as a component of other noninterest income.

 

Significant assumptions in the valuation of the Company’s mortgage servicing rights included changes in interest rates, estimated loan repayment rates, and the timing of cash flows, among other factors.  Net derivative assets and liabilities classified as Level 3 were comprised of interest rate lock commitments and interest rate swap agreements, as significant unobservable inputs and management judgment are required.

 

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Table of Contents

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

The following presents the assets that the Company measures at fair value on a nonrecurring basis in accordance with GAAP as of June 30, 2009, December 31, 2008, and June 30, 2008.

 

Assets Measured at Fair Value on a Nonrecurring Basis (Unaudited)

 

 

 

Quoted Prices in

 

 

 

Significant

 

 

 

 

 

Active Markets for

 

Significant Other

 

Unobservable

 

 

 

 

 

Identical Assets

 

Observable Inputs

 

Inputs

 

 

 

(dollars in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

As of June 30, 2009

 

 

 

 

 

 

 

 

 

Loans Held for Sale

 

$

 

$

40,994

 

$

 

$

40,994

 

Mortgage Servicing Rights - Amortization Method

 

 

 

7,898

 

7,898

 

Goodwill

 

 

 

34,959

 

34,959

 

Low-Income Housing and Other Equity Investments

 

 

 

28,185

 

28,185

 

Total Assets Measured at Fair Value
on a Nonrecurring Basis as of June 30, 2009

 

$

 

$

40,994

 

$

71,042

 

$

112,036

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

Loans Held for Sale

 

$

 

$

21,540

 

$

 

$

21,540

 

Mortgage Servicing Rights - Amortization Method

 

 

 

1,504

 

1,504

 

Low-Income Housing and Other Equity Investments

 

 

 

30,920

 

30,920

 

Total Assets Measured at Fair Value
on a Nonrecurring Basis as of December 31, 2008

 

$

 

$

21,540

 

$

32,424

 

$

53,964

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2008

 

 

 

 

 

 

 

 

 

Loans Held for Sale

 

$

 

$

11,183

 

$

 

$

11,183

 

Low-Income Housing and Other Equity Investments

 

 

 

33,176

 

33,176

 

Total Assets Measured at Fair Value
on a Nonrecurring Basis as of June 30, 2008

 

$

 

$

11,183

 

$

33,176

 

$

44,359

 

 

As of June 30, 2009, December 31, 2008, and June 30, 2008, the Company had no liabilities measured at fair value on a nonrecurring basis.

 

As of June 30, 2009 and 2008, there were no adjustments to fair value for the Company’s assets measured at fair value on a nonrecurring basis in accordance with GAAP.  As of December 31, 2008, the Company recorded a $0.3 million adjustment to fair value related to the Company’s mortgage servicing rights recorded under the amortization method.

 

Fair Value Option

 

On January 1, 2008, the Company elected the fair value option for its subordinated notes, a component of long-term debt in the Company’s Consolidated Statements of Condition (Unaudited).  The fair value option was elected for the subordinated notes as it provided the Company with an opportunity to better manage its interest rate risk and to achieve balance sheet management flexibility.  Changes in the estimated fair value of the Company’s subordinated notes subsequent to the initial fair value measurement were recognized in earnings as a component of other noninterest income.  For the three months ended June 30, 2008, the Company recorded unrealized gains of $1.6 million as a result of the change in fair value of the Company’s subordinated notes.  For the six months ended June 30, 2009 and 2008, the Company recorded unrealized gains of $0.3 million and $1.7 million, respectively, as a result of the change in fair value of the Company’s subordinated notes.  Interest expense related to the Company’s subordinated notes continued to be measured based on contractual interest rates and was reported as such in the statement of income.  The Company repaid its subordinated notes in March 2009.

 

22



Table of Contents

 

Disclosures about Fair Value of Financial Instruments

 

These disclosures exclude financial instruments that are recorded at fair value on a recurring basis on the Company’s Consolidated Statements of Condition (Unaudited) as well as short-term financial assets, such as cash and cash equivalents, and liabilities, such as short-term borrowings, for which the carrying amounts approximate fair value.  The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.

 

Investment Securities Held-to-Maturity

 

The fair value of the Company’s investment securities held-to-maturity was primarily measured using information from a third-party pricing service.  Quoted prices in active markets were used whenever available.  If quoted prices were not available, estimated fair values were measured using pricing models or other valuation techniques such as the present value of future cash flows, adjusted for credit loss assumptions.

 

Loans Held for Sale

 

The estimated fair value of the Company’s loans held for sale was determined based on contractual prices for loans with similar characteristics.

 

Loans

 

The estimated fair value of the Company’s loans was determined by discounting the expected future cash flows of pools of loans with similar characteristics.  Loans were first segregated by type such as commercial, real estate, and consumer, and were then further segmented into fixed and variable rate and loan quality categories.  Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.  Low market liquidity resulted in wider market spreads, which adversely affected the estimated fair value of the Company’s loans as of December 31, 2008, and June 30, 2008.

 

Deposit Liabilities

 

The estimated fair values of the Company’s noninterest-bearing and interest-bearing demand deposits and savings deposits were equal to the amount payable on demand (i.e., their carrying amounts) because these products have no stated maturity.  The estimated fair values of the Company’s time deposits were estimated using discounted cash flow analyses.  The discount rates used were based on rates currently offered for deposits with similar remaining maturities.

 

Long-Term Debt

 

The estimated fair values of the Company’s long-term debt were calculated using a discounted cash flow approach and applying discount rates currently offered for new notes with similar remaining maturities and considering the Company’s non-performance risk.

 

23



Table of Contents

 

The following presents the carrying amount and fair values of the Company’s financial instruments as of June 30, 2009, December 31, 2008, and June 30, 2008:

 

 

 

As of

 

 

 

June 30, 2009

 

December 31, 2008

 

June 30, 2008

 

(dollars in thousands) (Unaudited)

 

Carrying
Amount

 

Fair Value

 

Carrying
Amount

 

Fair Value

 

Carrying
Amount

 

Fair Value

 

Financial Instruments - Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Securities Held-to-Maturity

 

$

209,807

 

$

214,484

 

$

239,635

 

$

242,175

 

$

260,592

 

$

255,905

 

Loans Held for Sale

 

40,994

 

41,054

 

21,540

 

21,540

 

11,183

 

11,242

 

Loans1

 

5,565,816

 

5,606,390

 

5,969,907

 

5,917,302

 

5,969,304

 

5,918,259

 

Financial Instruments - Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

9,019,661

 

9,033,246

 

8,292,098

 

8,313,471

 

7,903,990

 

7,905,991

 

Long-Term Debt2

 

82,437

 

83,171

 

75,000

 

73,925

 

75,000

 

74,997

 

 

1 Comprised of loans, net of unearned income and the Allowance related to loans.

2 Excludes capitalized lease obligations and subordinated notes which were recorded at fair value on the Company’s consolidated statements of condition (unaudited) beginning on January 1, 2008.

 

24



Table of Contents

 

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

 

Forward-Looking Statements

 

This report contains forward-looking statements concerning, among other things, the economic and business environment in our service area and elsewhere, credit quality, and other financial and business matters in future periods. Our forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate and actual results may differ materially from those projected because of a variety of risks and uncertainties, including, but not limited to: 1) general economic conditions either nationally, internationally, or locally may be different than expected; 2) unanticipated changes in the securities markets, public debt markets, and other capital markets in the U.S. and globally; 3) the effect of the increase in government intervention in the U.S. financial system; 4) competitive pressure among financial services and products; 5) the impact of legislation and changes in the regulatory environment; 6) changes in fiscal and monetary policies of the markets in which we operate; 7) actual or alleged conduct which could harm our reputation; 8) changes in accounting standards; 9) changes in tax laws or regulations or the interpretation of such laws and regulations; 10) changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses; 11) changes in market interest rates that may affect credit markets and our ability to maintain our net interest margin; 12) unpredicted costs and other consequences of legal or regulatory matters involving the Company; 13) resumption of common stock repurchases; and 14) geopolitical risk, military or terrorist activity, natural disasters, or adverse weather, public health, and other conditions impacting us and our customers’ operations. For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, refer to the section entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2008, and subsequent periodic and current reports, filed with the U.S. Securities and Exchange Commission (the “SEC”).

 

Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements.  We do not undertake an obligation to update forward-looking statements to reflect later events or circumstances.

 

Reclassifications

 

Certain prior period information in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) has been reclassified to conform to current period classifications.

 

Overview

 

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

 

The Bank, directly and through its subsidiaries, provides a broad range of financial services to businesses, consumers, and governments in Hawaii, American Samoa, and the West Pacific. References to “we,” “our,” “us,” or the “Company” refer to the holding company and its subsidiaries that are consolidated for financial reporting purposes.

 

“Maximizing shareholder value over time” remains our governing objective. Our vision is “exceptional people building exceptional value for our customers, our island communities, our shareholders, and each other.”

 

In striving to achieve our governing objective and vision, our business plan was balanced between growth and risk management, and included the flexibility to adjust, given our anticipation of a slowing economy. We did not, however, expect an economic downturn of the magnitude that occurred in 2008 and has continued into 2009. Accordingly, we adjusted some of the strategies in our business plan. The adjustments to our strategies included an increased focus on measures of soundness such as asset quality, reserve and capital levels, and liquidity.

 

25



Table of Contents

 

Hawaii Economy

 

Hawaii’s economy continued to reflect weakness during the second quarter of 2009.  Hawaii’s seasonally adjusted unemployment rate increased to 7.4% as of June 30, 2009.  Job losses in the construction industry have continued to accelerate in recent months and the recently announced State budget challenges may lead to more personal income reductions.  Real estate values in Hawaii continued to be somewhat more resilient than many of the markets on the U.S. Mainland.

 

Earnings Summary

 

For the second quarter of 2009, net income was $31.0 million, a decrease of $17.3 million from the second quarter of 2008.  Diluted earnings per share were $0.65 per share, a decrease of $0.35 per share from the second quarter of 2008.

 

Our lower net income for the second quarter of 2009 was primarily due to the following:

 

·      The provision for credit losses (the “Provision”) increased by $21.5 million from the second quarter of 2008, primarily reflecting increased risk in our consumer lending portfolios due to weakness in the Hawaii economy;

·      Our Federal Deposit Insurance Corporation (“FDIC”) insurance expense increased by $8.7 million from the second quarter of 2008.  Included in FDIC insurance expense for the second quarter of 2009 was the Company’s $5.7 million share of an industry-wide assessment by the FDIC.  The increase in FDIC insurance expense was also a result of higher deposit balances, higher assessment rates, and our participation in the Temporary Liquidity Guarantee Program; and

·      Net interest income decreased by $4.3 million and our net interest margin decreased by 68 basis points from the second quarter of 2008, reflecting the effects of a decreasing interest rate environment, lower loan balances, conservative investing, and our decision to maintain high levels of liquidity.

 

For the first six months of 2009, net income was $67.0 million, a decrease of $38.5 million from the first six months of 2008.  Diluted earnings per share were $1.40 per share, a decrease of $0.78 per share from the first six months of 2008.

 

Our lower net income for the first six months of 2009 was primarily due to the following:

 

·      The Provision increased by $32.0 million from the first six months of 2008, reflecting increased risk in our commercial and industrial, commercial mortgage, and consumer lending portfolios due to the weakening economy in Hawaii and the U.S. Mainland;

·      Noninterest income decreased by $16.5 million from the first six months of 2008, primarily due to pre-tax gains of $13.7 million recorded in the first quarter of 2008 resulting from the mandatory redemption of our Visa, Inc. (“Visa”) shares; and

·      Net interest income decreased by $9.4 million and our net interest margin decreased by 54 basis points from the first six months of 2008, reflecting the effects of a decreasing interest rate environment, lower loan balances, conservative investing, and our decision to maintain high levels of liquidity.

 

26



Table of Contents

 

Our actions during the second quarter of 2009 continue to be influenced by a weakening economy in Hawaii and the U.S. Mainland, as well as the uncertainties regarding the impact of government regulation.  We continued to strengthen our balance sheet in the second quarter of 2009 with increased funding, reserves for credit losses, liquidity, and capital.

 

·      Total deposits were $9.0 billion as of June 30, 2009, a decrease of $193.1 million or 2% from March 31, 2009 and an increase of $727.6 million or 9% from December 31, 2008;

·      Our Allowance for Loan and Lease Losses (the “Allowance”) was $137.4 million as of June 30, 2009, an increase of $3.0 million or 2% from March 31, 2009 and an increase of $13.9 million or 11% from December 31, 2008.  The ratio of our Allowance to total loans and leases outstanding increased to 2.23% as of June 30, 2009 compared to 2.12% as of March 31, 2009 and 1.89% as of December 31, 2008;

·      As of June 30, 2009, we had $656.0 million in excess reserves invested with the Federal Reserve Bank (“FRB”), a decrease of $239.6 million or 27% from March 31, 2009 and an increase of $250.2 million or 62% from December 31, 2008;

·      We continued to increase our capital levels during the second quarter of 2009.  Shareholders’ equity was $845.9 million as of June 30, 2009, an increase of $12.0 million or 1% from March 31, 2009 and an increase of $55.2 million or 7% from December 31, 2008; and

·      Our Tier 1 capital ratio was 12.56% as of June 30, 2009 compared to 12.02% as of March 31, 2009 and 11.24% as of December 31, 2008.  Our ratio of tangible common equity to risk-weighted assets was 13.02% as of June 30, 2009 compared to 12.47% as of March 31, 2009 and 11.28% as of December 31, 2008.

 

We also reduced our long-term debt by $111.9 million or 55% from December 31, 2008, using our excess liquidity from the growth in our deposit balances to reduce this relatively more expensive source of funds for us.

 

Our balance sheet is well positioned given the current economic environment.  We continue to meet our near-term objective of maintaining strong liquidity and have substantial resources for sound lending and investment opportunities.

 

27



Table of Contents

 

Table 1 presents our financial highlights for the three and six months ended June 30, 2009 and 2008 and as of June 30, 2009, December 31, 2008, and June 30, 2008.

 

Financial Highlights (Unaudited)

 

 

 

 

 

 

 

Table 1

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

(dollars in thousands, except per share amounts)

 

2009

 

2008

 

2009

 

2008

 

For the Period:

 

 

 

 

 

 

 

 

 

Operating Results

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

102,851

 

$

107,168

 

$

199,913

 

$

209,348

 

Provision for Credit Losses

 

28,690

 

7,172

 

53,577

 

21,599

 

Total Noninterest Income

 

59,832

 

60,539

 

130,197

 

146,664

 

Total Noninterest Expense

 

89,584

 

83,862

 

177,517

 

177,294

 

Net Income

 

31,006

 

48,282

 

67,046

 

105,497

 

Basic Earnings Per Share

 

0.65

 

1.01

 

1.41

 

2.20

 

Diluted Earnings Per Share

 

0.65

 

1.00

 

1.40

 

2.18

 

Dividends Declared Per Share

 

0.45

 

0.44

 

0.90

 

0.88

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios

 

 

 

 

 

 

 

 

 

Return on Average Assets

 

1.06

%

1.85

%

1.18

%

2.01

%

Return on Average Shareholders’ Equity

 

14.49

 

24.82

 

16.13

 

27.33

 

Efficiency Ratio 1

 

55.07

 

50.01

 

53.78

 

49.80

 

Operating Leverage 2

 

(8.04

)

(11.62

)

(14.62

)

16.01

 

Net Interest Margin 3

 

3.73

 

4.41

 

3.75

 

4.29

 

Dividend Payout Ratio 4

 

69.23

 

43.56

 

63.83

 

40.00

 

Average Shareholders’ Equity to Average Assets

 

7.30

 

7.45

 

7.34

 

7.34

 

 

 

 

 

 

 

 

 

 

 

Average Balances

 

 

 

 

 

 

 

 

 

Average Loans and Leases

 

$

6,258,403

 

$

6,531,587

 

$

6,351,938

 

$

6,559,753

 

Average Assets

 

11,753,580

 

10,504,421

 

11,426,766

 

10,574,162

 

Average Deposits

 

9,222,130

 

7,958,171

 

8,988,053

 

7,955,360

 

Average Shareholders’ Equity

 

858,139

 

782,429

 

838,288

 

776,293

 

 

 

 

 

 

 

 

 

 

 

Market Price Per Share of Common Stock

 

 

 

 

 

 

 

 

 

Closing

 

$

35.83

 

$

47.80

 

$

35.83

 

$

47.80

 

High

 

41.42

 

57.37

 

45.24

 

57.37

 

Low

 

31.35

 

46.62

 

25.33

 

40.95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

June 30,

 

 

 

 

 

2009

 

2008

 

2008

 

As of Period End:

 

 

 

 

 

 

 

 

 

Balance Sheet Totals

 

 

 

 

 

 

 

 

 

Loans and Leases

 

 

 

$

6,149,911

 

$

6,530,233

 

$

6,518,128

 

Total Assets

 

 

 

12,194,695

 

10,763,475

 

10,371,149

 

Total Deposits

 

 

 

9,019,661

 

8,292,098

 

7,903,990

 

Long-Term Debt

 

 

 

91,432

 

203,285

 

205,351

 

Total Shareholders’ Equity

 

 

 

845,885

 

790,704

 

767,558

 

 

 

 

 

 

 

 

 

 

 

Asset Quality

 

 

 

 

 

 

 

 

 

Allowance for Loan and Lease Losses

 

 

 

$

137,416

 

$

123,498

 

$

102,498

 

Non-Performing Assets

 

 

 

39,054

 

14,949

 

6,680

 

 

 

 

 

 

 

 

 

 

 

Financial Ratios

 

 

 

 

 

 

 

 

 

Allowance to Loans and Leases Outstanding

 

 

 

2.23

%

1.89

%

1.57

%

Tier 1 Capital Ratio 5

 

 

 

12.56

 

11.24

 

10.86

 

Total Capital Ratio 5

 

 

 

13.82

 

12.49

 

12.12

 

Leverage Ratio 5

 

 

 

6.66

 

7.30

 

7.01

 

Tangible Common Equity to Total Assets 6

 

 

 

6.65

 

7.01

 

7.06

 

Tangible Common Equity to Risk-Weighted Assets 6

 

 

 

13.02

 

11.28

 

10.81

 

 

 

 

 

 

 

 

 

 

 

Non-Financial Data

 

 

 

 

 

 

 

 

 

Full-Time Equivalent Employees

 

 

 

2,533

 

2,581

 

2,534

 

Branches and Offices

 

 

 

85

 

85

 

84

 

ATMs

 

 

 

486

 

462

 

417

 

 

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

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

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

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

5   Tier 1 capital, total capital, and leverage ratios as of June 30, 2008 were revised from 10.91%, 12.16%, and 7.04%, respectively.

6   Tangible common equity, a non-GAAP financial measure, is defined by the Company as shareholders’ equity minus goodwill and intangible assets. Intangible assets are included as a component of other assets in the Consolidated Statements of Condition (Unaudited).

 

28



Table of Contents

 

Analysis of Statements of Income

 

Average balances, related income and expenses, and resulting yields and rates are presented in Table 2.  An analysis of the change in net interest income, on a taxable equivalent basis, is presented in Table 3.

 

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

 

Table 2

 

 

 

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2009

 

June 30, 2008

 

June 30, 2009

 

June 30, 2008

 

 

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 

(dollars in millions)

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

5.2

 

$

 

0.36

%

$

33.0

 

$

0.2

 

2.45

%

$

5.0

 

$

 

0.59

%

$

30.2

 

$

0.4

 

2.62

%

Funds Sold

 

833.2

 

0.5

 

0.25

 

81.9

 

0.4

 

2.03

 

872.8

 

1.1

 

0.25

 

110.1

 

1.4

 

2.54

 

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading

 

 

 

 

97.6

 

1.2

 

4.96

 

24.3

 

0.6

 

4.90

 

96.7

 

2.4

 

4.90

 

Available-for-Sale

 

3,662.1

 

38.5

 

4.21

 

2,649.9

 

35.6

 

5.37

 

3,148.3

 

71.0

 

4.51

 

2,640.8

 

70.0

 

5.31

 

Held-to-Maturity

 

219.9

 

2.4

 

4.31

 

269.6

 

3.1

 

4.50

 

227.4

 

4.9

 

4.34

 

277.5

 

6.3

 

4.52

 

Loans Held for Sale

 

24.1

 

0.2

 

4.21

 

9.3

 

0.1

 

5.78

 

23.0

 

0.5

 

4.30

 

9.9

 

0.3

 

5.59

 

Loans and Leases 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

984.1

 

9.9

 

4.02

 

1,060.7

 

14.3

 

5.42

 

1,007.6

 

20.3

 

4.06

 

1,062.9

 

30.9

 

5.84

 

Commercial Mortgage

 

763.8

 

9.9

 

5.22

 

663.0

 

10.1

 

6.15

 

747.3

 

19.5

 

5.27

 

656.0

 

20.5

 

6.30

 

Construction

 

144.5

 

1.5

 

4.03

 

177.3

 

2.5

 

5.76

 

149.3

 

3.1

 

4.12

 

188.5

 

5.9

 

6.27

 

Commercial Lease Financing

 

450.2

 

3.5

 

3.13

 

470.6

 

4.1

 

3.50

 

456.5

 

7.2

 

3.14

 

474.2

 

8.1

 

3.43

 

Residential Mortgage

 

2,359.0

 

34.6

 

5.88

 

2,494.1

 

38.0

 

6.09

 

2,398.0

 

71.0

 

5.92

 

2,495.4

 

76.2

 

6.11

 

Home Equity

 

999.3

 

12.6

 

5.07

 

983.7

 

14.3

 

5.85

 

1,013.9

 

25.6

 

5.10

 

988.6

 

30.7

 

6.23

 

Automobile

 

325.5

 

6.5

 

7.96

 

423.1

 

8.6

 

8.16

 

340.8

 

13.4

 

7.95

 

430.9

 

17.5

 

8.17

 

Other 2

 

232.0

 

4.6

 

7.89

 

259.1

 

5.9

 

9.11

 

238.5

 

9.3

 

7.88

 

263.3

 

12.3

 

9.43

 

Total Loans and Leases

 

6,258.4

 

83.1

 

5.32

 

6,531.6

 

97.8

 

6.01

 

6,351.9

 

169.4

 

5.36

 

6,559.8

 

202.1

 

6.18

 

Other

 

79.7

 

0.3

 

1.39

 

79.6

 

0.5

 

2.46

 

79.7

 

0.6

 

1.39

 

79.5

 

0.9

 

2.30

 

Total Earning Assets 3

 

11,082.6

 

125.0

 

4.52

 

9,752.5

 

138.9

 

5.71

 

10,732.4

 

248.1

 

4.64

 

9,804.5

 

283.8

 

5.80

 

Cash and Noninterest-Bearing Deposits

 

203.9

 

 

 

 

 

272.9

 

 

 

 

 

223.6

 

 

 

 

 

283.5

 

 

 

 

 

Other Assets

 

467.1

 

 

 

 

 

479.0

 

 

 

 

 

470.8

 

 

 

 

 

486.2

 

 

 

 

 

Total Assets

 

$

11,753.6

 

 

 

 

 

$

10,504.4

 

 

 

 

 

$

11,426.8

 

 

 

 

 

$

10,574.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand

 

$

1,907.7

 

0.3

 

0.07

 

$

1,561.2

 

1.2

 

0.29

 

$

1,898.2

 

0.6

 

0.07

 

$

1,556.1

 

3.4

 

0.44

 

Savings

 

4,036.9

 

7.8

 

0.77

 

2,861.3

 

6.5

 

0.92

 

3,786.4

 

16.0

 

0.85

 

2,808.2

 

15.8

 

1.13

 

Time

 

1,330.6

 

6.4

 

1.92

 

1,646.5

 

12.5

 

3.07

 

1,415.2

 

14.9

 

2.12

 

1,696.9

 

28.5

 

3.38

 

Total Interest-Bearing Deposits

 

7,275.2

 

14.5

 

0.80

 

6,069.0

 

20.2

 

1.34

 

7,099.8

 

31.5

 

0.89

 

6,061.2

 

47.7

 

1.58

 

Short-Term Borrowings

 

16.4

 

 

0.12

 

61.2

 

0.3

 

1.82

 

17.6

 

 

0.11

 

70.4

 

1.0

 

2.67

 

Securities Sold Under Agreements to Repurchase

 

1,168.2

 

6.5

 

2.20

 

1,060.2

 

7.5

 

2.81

 

1,052.4

 

13.1

 

2.48

 

1,112.2

 

18.1

 

3.24

 

Long-Term Debt

 

71.1

 

0.8

 

4.84

 

224.3

 

3.5

 

6.18

 

109.4

 

3.0

 

5.56

 

232.0

 

7.2

 

6.22

 

Total Interest-Bearing Liabilities

 

8,530.9

 

21.8

 

1.02

 

7,414.7

 

31.5

 

1.70

 

8,279.2

 

47.6

 

1.16

 

7,475.8

 

74.0

 

1.98

 

Net Interest Income

 

 

 

$

103.2

 

 

 

 

 

$

107.4

 

 

 

 

 

$

200.5

 

 

 

 

 

$

209.8

 

 

 

Interest Rate Spread

 

 

 

 

 

3.50

%

 

 

 

 

4.01

%

 

 

 

 

3.48

%

 

 

 

 

3.82

%

Net Interest Margin

 

 

 

 

 

3.73

%

 

 

 

 

4.41

%

 

 

 

 

3.75

%

 

 

 

 

4.29

%

Noninterest-Bearing Demand Deposits

 

1,946.9

 

 

 

 

 

1,889.2

 

 

 

 

 

1,888.3

 

 

 

 

 

1,894.2

 

 

 

 

 

Other Liabilities

 

417.7

 

 

 

 

 

418.1

 

 

 

 

 

421.0

 

 

 

 

 

427.9

 

 

 

 

 

Shareholders’ Equity

 

858.1

 

 

 

 

 

782.4

 

 

 

 

 

838.3

 

 

 

 

 

776.3

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

11,753.6

 

 

 

 

 

$

10,504.4

 

 

 

 

 

$

11,426.8

 

 

 

 

 

$

10,574.2

 

 

 

 

 

 

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

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

3   Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $331,000 and $239,000 for the three months ended June 30, 2009 and 2008, respectively, and $557,000 and $477,000 for the six months ended June 30, 2009 and 2008, respectively.

 

29



Table of Contents

 

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

 

Table 3

 

 

 

Six Months Ended June 30, 2009

 

 

 

Compared to June 30, 2008

 

(dollars in millions)

 

Volume 1

 

Rate 1

 

Total

 

Change in Interest Income:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

$

(0.2

)

$

(0.2

)

$

(0.4

)

Funds Sold

 

2.0

 

(2.3

)

(0.3

)

Investment Securities

 

 

 

 

 

 

 

Trading

 

(1.8

)

 

(1.8

)

Available-for-Sale

 

12.4

 

(11.4

)

1.0

 

Held-to-Maturity

 

(1.1

)

(0.3

)

(1.4

)

Loans Held for Sale

 

0.3

 

(0.1

)

0.2

 

Loans and Leases

 

 

 

 

 

 

 

Commercial and Industrial

 

(1.5

)

(9.1

)

(10.6

)

Commercial Mortgage

 

2.6

 

(3.6

)

(1.0

)

Construction

 

(1.0

)

(1.8

)

(2.8

)

Commercial Lease Financing

 

(0.3

)

(0.6

)

(0.9

)

Residential Mortgage

 

(2.9

)

(2.3

)

(5.2

)

Home Equity

 

0.7

 

(5.8

)

(5.1

)

Automobile

 

(3.6

)

(0.5

)

(4.1

)

Other 2

 

(1.1

)

(1.9

)

(3.0

)

Total Loans and Leases

 

(7.1

)

(25.6

)

(32.7

)

Other

 

 

(0.3

)

(0.3

)

Total Change in Interest Income

 

4.5

 

(40.2

)

(35.7

)

 

 

 

 

 

 

 

 

Change in Interest Expense:

 

 

 

 

 

 

 

Interest-Bearing Deposits

 

 

 

 

 

 

 

Demand

 

0.6

 

(3.4

)

(2.8

)

Savings

 

4.7

 

(4.5

)

0.2

 

Time

 

(4.2

)

(9.4

)

(13.6

)

Total Interest-Bearing Deposits

 

1.1

 

(17.3

)

(16.2

)

Short-Term Borrowings

 

(0.4

)

(0.6

)

(1.0

)

Securities Sold Under Agreements to Repurchase

 

(0.9

)

(4.1

)

(5.0

)

Long-Term Debt

 

(3.5

)

(0.7

)

(4.2

)

Total Change in Interest Expense

 

(3.7

)

(22.7

)

(26.4

)

 

 

 

 

 

 

 

 

Change in Net Interest Income

 

$

8.2

 

$

(17.5

)

$

(9.3

)

 

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

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

 

30



Table of Contents

 

Net Interest Income

 

Because of uncertainty regarding economic and industry conditions in late 2008 and into 2009, the Bank focused on building and then maintaining liquidity.  As government programs and other factors helped to reduce some of the uncertain industry conditions, the Bank invested some of our liquidity into lower risk marketable securities.

 

The amount of net interest income is affected by both changes in interest rates (rate) and the amount and composition of earning assets and interest-bearing liabilities (volume).

 

Net interest income, on a taxable equivalent basis, decreased by $4.2 million or 4% in the second quarter of 2009 and by $9.3 million or 4% for the first six months of 2009 compared to the same periods in 2008.  Net interest margin decreased by 68 basis points in the second quarter of 2009 and by 54 basis points for the first six months of 2009 compared to the same periods in 2008.

 

The decrease in net interest income, on a taxable equivalent basis, from 2008 was primarily due to lower yields on our interest-earning assets, reflecting the effects of a decreasing interest rate environment and a conservative re-investment strategy with respect to our investment securities portfolio.  Yields on our interest-earning assets decreased by 119 basis points in the second quarter of 2009 and by 116 basis points for the first six months of 2009 compared to the same periods in 2008.  We experienced lower yields in all of our lending categories in 2009.  Yields on our loan and lease portfolio decreased by 69 basis points in the second quarter of 2009 and by 82 basis points for the first six months of 2009 compared to the same periods in 2008.  We also experienced lower yields on our investment securities portfolio as a result of the lower interest rate environment.  Yields on our investment securities available-for-sale decreased by 116 basis points in the second quarter of 2009 and by 80 basis points for the first six months of 2009 compared to the same periods in 2008.

 

The lower yields on our interest-earning assets were partially offset by lower funding costs.  Rates paid on our interest-bearing liabilities decreased by 68 basis points in the second quarter of 2009 and by 82 basis points for the first six months of 2009 compared to the same periods in 2008, reflecting the re-pricing of our liabilities at lower rates.  Rates paid on our interest-bearing deposits decreased by 54 basis points in the second quarter of 2009 and by 69 basis points for the first six months of 2009 compared to the same periods in 2008.  Also contributing to our lower funding costs was a decrease in rates paid on our securities sold under agreements to repurchase by 61 basis points in the second quarter of 2009 and by 76 basis points for the first six months of 2009 compared to the same periods in 2008.

 

Average balances of our interest-earning assets increased from 2008 primarily due to a significant increase in investment securities available-for-sale and funds sold.  Our deployment of funds in 2009 was made primarily in debt securities issued by the U.S. Treasury and government agencies, and in liquid investments with the FRB.  Average balances in our loan and lease portfolio decreased from 2008 as we continue to experience pay downs in balances while maintaining a disciplined underwriting approach.  Average interest-bearing deposits increased by $1.2 billion or 20% in the second quarter of 2009 and by $1.0 billion or 17% for the first six months of 2009 compared to the same periods in 2008.  The increase in average savings deposit balances from 2008 was primarily due to the continued success of our Bonus Rate Savings Plus and business money market savings products.  The increase in average savings deposit balances in 2009 was partially offset by a decrease in average time deposit balances as some customers moved their deposits to more liquid savings and interest-bearing demand products.  Partially offsetting the increase in average interest-bearing deposit balances in 2009 was the decline in average balances in long-term debt primarily due to the maturity of our subordinated notes in the first quarter of 2009 and the redemption of our Capital Securities in the second quarter of 2008.

 

31



Table of Contents

 

Provision for Credit Losses

 

The Provision reflects our judgment of the expense or benefit necessary to achieve the appropriate amount of the Allowance.  We maintain the Allowance at levels adequate to cover our estimate of probable credit losses as of the end of the reporting period.  The Allowance is determined through detailed quarterly analyses of the loan and lease portfolio.  The Allowance is based on our loss experience, changes in the economic environment, as well as an ongoing assessment of our credit quality.  We recorded a Provision of $28.7 million in the second quarter of 2009 compared to a Provision of $7.2 million in the second quarter of 2008.  We recorded a Provision of $53.6 million for the first six months of 2009 compared to a Provision of $21.6 million for the first six months of 2008.  The higher Provision recorded in the second quarter of 2009 and for the first six months of 2009, a result of our quarterly evaluation of the adequacy of the Allowance, was primarily due to increased risk in our consumer lending, commercial and industrial, and commercial mortgage portfolios due to continued economic weakness in Hawaii and the U.S. Mainland.  For further discussion on the Allowance, see the “Corporate Risk Profile — Reserve for Credit Losses” section in MD&A.

 

Noninterest Income

 

Noninterest income decreased by $0.7 million or 1% in the second quarter of 2009 and by $16.5 million or 11% for the first six months of 2009 compared to the same periods in 2008.

 

Trust and asset management income decreased by $3.6 million or 23% in second quarter of 2009 compared to the same period in 2008, primarily due to a $1.7 million decrease in mutual fund management fees, which were adversely affected by the decline in the value of the equity markets as well as low yields on money market accounts under management.  Also contributing to the decrease in trust and asset management income was a $0.3 million decrease each in agency, special service, and revocable and irrevocable trust fee income.  Trust and asset management income decreased by $7.0 million or 23% for the first six months of 2009 compared to the same period in 2008, primarily due to a $3.2 million decrease in mutual fund management fees, which were adversely affected by the decline in the value of the equity markets as well as low yields on money market accounts under management.  Also contributing to the decrease in trust and asset management income was a $0.8 million decrease in agency fees, a $0.6 million decrease each in employee benefit trust and special service fees, a $0.5 million decrease in revocable and irrevocable trust fees, and a $0.4 million decrease in testamentary trust fees.  Total trust assets under administration were $9.4 billion as of June 30, 2009, $9.8 billion as of December 31, 2008, and $12.1 billion as of June 30, 2008.  Trust and asset management income is expected to continue to fluctuate based in part on the value of trust assets under administration and customer activity.

 

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Table 4 presents the components of mortgage banking income for the second quarter and first six months of 2009 and 2008.

 

Mortgage Banking (Unaudited)

 

 

 

 

 

 

 

Table 4

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Mortgage Origination and Servicing Activities

 

 

 

 

 

 

 

 

 

Servicing Income

 

$

1,686

 

$

1,552

 

$

3,297

 

$

3,079

 

Net Gains on the Sale of Residential Mortgage Loans

 

2,723

 

34

 

2,449

 

1,053

 

Mortgage Loan Fees

 

871

 

598

 

1,935

 

1,343

 

Total Mortgage Origination and Servicing Activities

 

5,280

 

2,184

 

7,681

 

5,475

 

Mortgage Servicing Rights and Derivative Financial Instruments

 

 

 

 

 

 

 

 

 

Net Change in the Fair Value of Mortgage Servicing Rights Due to Pay downs 1

 

(1,269

)

(476

)

(2,827

)

(859

)

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

 

198

 

(213

)

276

 

(448

)

Net Gains (Losses) Related to Mortgage Servicing Rights Under the Amortization Method

 

(170

)

 

28

 

 

Net Gains on Derivative Financial Instruments

 

1,404

 

1,243

 

8,963

 

2,867

 

Total Mortgage Servicing Rights and Derivative Financial Instruments

 

163

 

554

 

6,440

 

1,560

 

Total Mortgage Banking

 

$

5,443

 

$

2,738

 

$

14,121

 

$

7,035

 

 

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

2 Changes in valuation assumptions principally reflects changes in discount rates and loan repayment rate assumptions, mostly due to changes in interest rates. Designated Securities were comprised of mortgage-backed securities in our trading portfolio, which had been expected to offset the volatility of the fair value of our mortgage servicing rights. The investment securities trading portfolio was sold during the first quarter of 2009. Realized investment trading gains and losses were not material for the periods presented.

 

Mortgage banking income increased by $2.7 million in the second quarter of 2009 compared to the same period in 2008.  This increase was primarily due to a $2.7 million increase in net gains on the sale of residential mortgage loans, the result of higher refinancing activity due to lower interest rates on mortgage-based products in the second quarter of 2009 compared to the second quarter of 2008.  Residential mortgage loan sales were $266.9 million in the second quarter of 2009, a $143.4 million or 116% increase compared to the same period in 2008.  Residential mortgage loan originations were $309.1 million in the second quarter of 2009, a $72.5 million or 31% increase compared to the same period in 2008.  Servicing income increased slightly in the second quarter of 2009 compared to the same period in 2008, as our portfolio of loans serviced for third parties was $3.0 billion as of June 30, 2009 compared to $2.6 billion as of June 30, 2008.

 

Mortgage banking income increased by $7.1 million in the first six months of 2009 compared to the same period in 2008.  This increase was primarily due to higher loan origination volume for the first six months of 2009 compared to the same period in 2008.  Residential mortgage loan originations were $798.3 million for the first six months of 2009, a $270.0 million or 51% increase compared to the same period in 2008.  Also

 

contributing to the increase in mortgage banking income was a $1.4 million increase in net gains on the sale of residential mortgage loans.  Residential mortgage loan sales were $665.3 million for the first six months of 2009, a $391.9 million increase compared to the same period in 2008.  Servicing income increased by $0.2 million for the first six months of 2009 compared to the same period in 2008, as our portfolio of loans serviced for third parties increased from June 30, 2008.

 

Service charges on deposit accounts increased by $0.5 million or 4% in the second quarter of 2009 and by $1.8 million or 7% for the first six months of 2009 compared to the same periods in 2008.  The increases in service charges on deposit accounts from 2008 were primarily due to higher account analysis fees on analyzed business checking accounts as a result of lower earnings credit rates on customer accounts.  This was partially offset by a decline in monthly service fees resulting from our free checking product which was introduced in July 2008.

 

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Table of Contents

 

Fees, exchange, and other service charges decreased by $0.7 million or 4% in the second quarter of 2009 and by $1.1 million or 4% for the first six months of 2009 compared to the same periods in 2008.  The decreases in fees, exchange, and other services charges from 2008 were primarily due to lower merchant income and ATM fees.  This was the result of lower transaction volume during 2009 which was impacted by slowness in the Hawaii economy and lower levels of visitor arrivals.

 

Insurance income decreased by $0.8 million or 15% in the second quarter of 2009 compared to the same period in 2008.  This decrease was primarily due to a $0.5 million decline in income from annuity and life insurance products and a $0.3 million decline in commission and brokerage income.  Insurance income decreased by $2.3 million or 18% for the first six months of 2009 compared to the same period in 2008.  This decrease was primarily due to a $0.8 million decline each in income from annuity and life insurance products and contingent commission income, as well as a $0.7 million decline in commission and brokerage income.

 

In June 2009, we sold our retail insurance brokerage operation, Bank of Hawaii Insurance Services, Inc. to a third party and recognized a gain of $0.9 million.  We continue to own and operate our wholesale insurance business, Triad Insurance Agency, Inc.

 

Other noninterest income increased by $1.4 million or 17% in the second quarter of 2009 compared to the same period in 2008 primarily due to a $2.8 million gain resulting from the sale of our equity interest in a cargo aircraft in April 2009.  Also contributing to the increase in other noninterest income in the second quarter of 2009 was the previously mentioned gain of $0.9 million related to the sale of our retail insurance brokerage operation.  This was partially offset by a $1.5 million decrease in the unrealized gains related to our subordinated notes recorded in the second quarter of 2008.  Other noninterest income decreased by $14.7 million or 37% for the first six months of 2009 compared to the same period in 2008, primarily due to a $13.7 million gain recorded in the first quarter of 2008 resulting from the mandatory redemption of our Visa shares.

 

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Table of Contents

 

Noninterest Expense

 

 

 

 

 

Noninterest expense increased by $5.7 million or 7% in the second quarter of 2009 and by $0.2 million or less than 1% for the first six months of 2009 compared to the same periods in 2008.

 

Table 5 presents the components of salaries and benefits expense for the second quarter and first six months of 2009 and 2008.

 

Salaries and Benefits (Unaudited)

 

 

 

 

 

 

 

Table 5

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Salaries

 

$

30,732

 

$

30,019

 

$

60,577

 

$

58,922

 

Incentive Compensation

 

3,407

 

4,122

 

6,699

 

10,389

 

Share-Based Compensation and
Cash Grants for the Purchase of Company Stock

 

604

 

1,124

 

1,391

 

7,412

 

Commission Expense

 

1,750

 

1,992

 

4,005

 

3,865

 

Retirement and Other Benefits

 

3,804

 

3,499

 

8,423

 

8,725

 

Payroll Taxes

 

2,344

 

2,491

 

5,844

 

5,905

 

Medical, Dental, and Life Insurance

 

1,236

 

2,470

 

3,900

 

4,969

 

Separation Expense

 

303

 

267

 

369

 

1,270

 

Total Salaries and Benefits

 

$

44,180

 

$

45,984

 

$

91,208

 

$

101,457

 

 

Salaries and benefits expense decreased by $1.8 million or 4% in the second quarter of 2009 compared to the same period in 2008 primarily due to a $1.5 million reduction in reserves for medical and dental expenses.  Salaries and benefits expense decreased by $10.2 million or 10% for the first six months of 2009 compared to the same period in 2008 primarily due to a $6.0 million decrease in share-based compensation and cash grants for the purchase of Company stock.  Also contributing to the decrease was a $3.7 million decline in incentive compensation expense, reflecting lower levels of profitability.

 

Net occupancy expense decreased by $1.3 million or 12% in the second quarter of 2009 and by $1.5 million or 7% for the first six months of 2009 compared to the same periods in 2008.  The decrease in net occupancy expense in the second quarter of 2009 was primarily due to decreases of $0.6 million in utilities expense, $0.5 million in net rental expense, and $0.3 million in facilities management fees.  The decrease in net occupancy expense for the first six months of 2009 was primarily due to similar savings in previously noted expense categories.

 

 

 

Professional fees increased by $1.4 million or 55% in the second quarter of 2009 and by $1.4 million or 26% for the first six months of 2009 compared to the same periods in 2008.   The increase in professional fees in the second quarter of 2009 was primarily due to a $0.8 million increase in legal fees and a $0.3 million increase in other professional services.  The increase in professional fees for the first six months of 2009 was primarily due to a $0.7 million increase in legal fees and a $0.3 million increase in other professional services.

 

FDIC insurance expense increased by $8.7 million in the second quarter of 2009 and by $10.3 million for the first six months of 2009 compared to the same periods in 2008.  The increase in the 2009 FDIC insurance expense was primarily due to the Company’s $5.7 million share of an industry-wide assessment by the FDIC.  The increase in the 2009 FDIC insurance expense was also a result of higher deposit balances, higher assessment rates, and our participation in the Temporary Liquidity Guarantee Program.  In 2008 and early 2009, we utilized credits from the Federal Deposit Insurance Reform Act of 2005 which were available to offset our deposit insurance assessments.  We fully utilized these credits in March 2009.

 

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Table of Contents

 

Other noninterest expense decreased by $1.3 million or 7% in the second quarter of 2009 compared to the same period in 2008.  The decrease in other noninterest expense was primarily due to:

 

·      $0.4 million decrease in each of the categories of delivery and postage services, and unrealized gains related to deferred compensation arrangements;

·      $0.3 million decrease in each of the categories of business development and travel, and merchant transaction and card processing fees; and

·      $0.2 million decrease in each of the categories of data services and advertising expenses.

 

This was partially offset by a $0.7 million increase in legal contingency accruals in the second quarter of 2009.

 

Other noninterest expense increased by $0.2 million or less than 1% for the first six months of 2009 compared to the same period in 2008.  The increase in other noninterest expense was primarily due to:

 

·      $5.6 million reversal of contingency accruals related to Visa legal matters recorded in the first quarter of 2008; and

 

·      $0.9 million premium related to the early repayment of our privately placed notes.

 

These increases in other noninterest expense in the first six months of 2009 compared to the same period in 2008 were partially offset by:

 

·      $2.0 million reduction in contributions to the Bank of Hawaii Charitable Foundation;

·      $1.0 million expense related to a call premium on our Capital Securities recorded in 2008;

·      $0.7 million decrease in business development and travel expense;

·      $0.6 million decrease in delivery and postage services expense;

·      $0.5 million decrease in merchant transaction and card processing fees due to lower volume;

·      $0.4 million decrease in each of the categories of directors’ fees, advertising, and education and recruitment; and

·      $0.3 million decrease in unrealized gains related to deferred compensation arrangements.

 

Provision for Income Taxes

 

Provision for Income Taxes and Effective Tax Rates (Unaudited)

 

 

 

 

 

Table 6

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands)

 

2009  

2008  

2009  

2008  

Provision for Income Taxes

 

$

13,403

 

$

28,391

 

$

31,970

 

$

51,622

 

Effective Tax Rates

 

30.18

%

37.03

%

32.29

%

32.86

%

 

The lower effective tax rate in the second quarter of 2009 compared to the same period in 2008 was primarily due to a $1.6 million benefit for income taxes which was recorded in the second quarter of 2009 relating to our termination of a leveraged lease transaction.  See Note 3 to the Consolidated Financial Statements (Unaudited) for more information on the termination of this leveraged lease transaction.

 

The effective tax rates for the six months ended June 30, 2009 and 2008 benefited from several significant transactions.  The

 

effective tax rate for the first six months of 2009 benefited from the previously noted termination of a leveraged lease transaction.  The effective tax rate for the first six months of 2008 benefited from the sale of our equity interest in an aircraft leveraged lease in March 2008.  The total income tax benefit from this transaction was approximately $6.0 million.

 

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Table of Contents

 

Analysis of Statements of Condition

 

Investment Securities

 

The carrying value of our investment securities was $4.5 billion as of June 30, 2009, $2.8 billion as of December 31, 2008, and $2.9 billion as of June 30, 2008.  The increase in the carrying value of our investment securities during 2009 was primarily due to investments made in debt securities issued by the U.S. Treasury and mortgage-backed securities issued by U.S. Government-Sponsored Enterprises.  These investments in high grade securities with relatively short durations, allows us to maintain flexibility to redeploy funds should such opportunities arise.

 

Investment securities with a carrying value of $2.8 billion as of June 30, 2009, $2.0 billion as of December 31, 2008, and $1.8 billion as of June 30, 2008 were pledged to secure deposits of governmental entities and securities sold under agreements to repurchase.  Investment securities available-for-sale pledged where the secured party has the right to sell or repledge the investment securities were $817.1 million as of June 30, 2009, $838.1 million as of December 31, 2008, and $739.1 million as of June 30, 2008.

 

Gross unrealized losses on our temporarily impaired investment securities were $35.7 million as of June 30, 2009, $47.4 million as of December 31, 2008, and $36.2 million as of June 30, 2008.  Gross unrealized losses related to our temporarily impaired investment securities decreased from December 31, 2008 and June 30, 2008 primarily due to favorable movements in market interest rates.

 

As of June 30, 2009, we did not own any subordinated debt, or preferred or common stock of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation.

Table 7 presents the par value, amortized cost, and fair value of our debt and mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation as of June 30, 2009.  As of June 30, 2009, we owned mortgage-backed securities issued by non-agencies with an estimated fair value of $214.6 million.  See Note 2 to the Consolidated Financial Statements (Unaudited) for more information.

 

Investment Securities Issued by the Federal National Mortgage Association

 

 

 

and the Federal Home Loan Mortgage Corporation (Unaudited)

 

 

 

 

 

Table 7

 

(dollars in thousands)

 

Par Value

 

Amortized Cost

 

Fair Value

 

As of June 30, 2009

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Federal National Mortgage Association

 

$

250

 

$

252

 

$

270

 

Federal Home Loan Mortgage Corporation

 

500

 

499

 

538

 

Subtotal

 

750

 

751

 

808

 

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

 

 

 

 

 

 

 

Federal National Mortgage Association

 

745,748

 

747,025

 

772,259

 

Federal Home Loan Mortgage Corporation

 

654,496

 

654,703

 

677,304

 

Subtotal

 

1,400,244

 

1,401,728

 

1,449,563

 

Total

 

$

1,400,994

 

$

1,402,479

 

$

1,450,371

 

 

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Table of Contents

 

Loans and Leases

 

Table 8 presents the composition of our loan and lease portfolio by major categories.

 

Loan and Lease Portfolio Balances (Unaudited)

 

 

 

 

 

 

 

Table 8

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

932,444

 

$

1,000,640

 

$

1,053,781

 

$

1,077,314

 

$

1,052,319

 

Commercial Mortgage

 

788,226

 

726,193

 

740,779

 

708,961

 

680,784

 

Construction

 

140,455

 

153,754

 

153,952

 

153,364

 

168,678

 

Lease Financing

 

468,030

 

454,822

 

468,140

 

467,279

 

471,443

 

Total Commercial

 

2,329,155

 

2,335,409

 

2,416,652

 

2,406,918

 

2,373,224

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,309,971

 

2,402,061

 

2,461,824

 

2,478,925

 

2,485,558

 

Home Equity

 

977,632

 

1,016,381

 

1,033,221

 

1,004,437

 

989,683

 

Automobile

 

309,877

 

343,642

 

369,789

 

395,015

 

413,338

 

Other 1

 

223,276

 

241,233

 

248,747

 

254,163

 

256,325

 

Total Consumer

 

3,820,756

 

4,003,317

 

4,113,581

 

4,132,540

 

4,144,904

 

Total Loans and Leases

 

$

6,149,911

 

$

6,338,726

 

$

6,530,233

 

$

6,539,458

 

$

6,518,128

 

 

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

 

Loans and leases represent our largest category of interest earning assets and the largest source of interest income.  Total loans and leases as of June 30, 2009 decreased by $380.3 million or 6% from December 31, 2008 and decreased by $368.2 million or 6% from June 30, 2008.

 

Commercial loans and leases as of June 30, 2009 decreased by $87.5 million or 4% from December 31, 2008.  The decrease in our commercial and industrial lending portfolio was primarily due to continued payoffs by corporate national customers.  The decrease in our construction lending portfolio was consistent with a slowing economy in Hawaii.  This was partially offset by an increase in our commercial mortgage portfolio primarily due to one new commercial credit.  While we continue to lend to credit worthy customers, we remain cautious in our lending approach in the current economic environment.  Consumer loans and leases as of June 30, 2009 decreased by $292.8 million or 7% from December 31, 2008.  We continued to

 

experience higher levels of refinancing activity in the second quarter of 2009, albeit at lower levels compared to the first quarter of 2009, as a result of lower interest rates on mortgage-based products.  Balances in other consumer loan categories have decreased as a result of reduced customer demand in a slowing economy in Hawaii.

 

Commercial loans and leases as of June 30, 2009 decreased by $44.1 million or 2% from June 30, 2008.  We have experienced run-off in our commercial and industrial portfolio as the economy has slowed in Hawaii.  Our strategy over the past year has been to reduce our construction lending exposure and to grow our commercial secured mortgage portfolio.  Consumer loans and leases as of June 30, 2009 decreased by $324.1 million or 8% from June 30, 2008.  The decrease across all consumer lending portfolios over the past year was a result of reduced customer demand in a slowing economy in Hawaii.

 

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Table of Contents

 

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

 

Geographic Distribution of Loan and Lease Portfolio (Unaudited)

 

Table 9

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

683,693

 

$

660,038

 

$

705,658

 

$

695,570

 

$

710,528

 

Commercial Mortgage

 

701,135

 

640,224

 

646,280

 

628,732

 

599,385

 

Construction

 

134,638

 

146,258

 

145,208

 

142,719

 

157,642

 

Lease Financing

 

45,507

 

50,311

 

50,622

 

50,294

 

51,854

 

U.S. Mainland 1

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

172,702

 

234,467

 

229,924

 

244,498

 

207,369

 

Commercial Mortgage

 

14,086

 

14,210

 

14,405

 

4,695

 

4,808

 

Construction

 

5,817

 

6,220

 

6,438

 

8,655

 

9,045

 

Lease Financing

 

385,064

 

372,008

 

385,181

 

387,160

 

389,013

 

Guam

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

64,151

 

73,595

 

77,507

 

78,700

 

71,340

 

Commercial Mortgage

 

69,667

 

70,056

 

78,291

 

73,240

 

74,226

 

Construction

 

 

1,276

 

2,306

 

1,990

 

1,991

 

Lease Financing

 

18,293

 

14,479

 

13,181

 

10,962

 

11,329

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

8,470

 

9,343

 

12,177

 

14,660

 

15,942

 

Commercial Mortgage

 

1,510

 

1,609

 

1,703

 

2,188

 

2,365

 

Foreign 2

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

3,428

 

23,197

 

28,515

 

43,886

 

47,140

 

Commercial Mortgage

 

1,828

 

94

 

100

 

106

 

 

Lease Financing

 

19,166

 

18,024

 

19,156

 

18,863

 

19,247

 

Total Commercial

 

2,329,155

 

2,335,409

 

2,416,652

 

2,406,918

 

2,373,224

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Hawaii

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

2,103,104

 

2,189,237

 

2,242,637

 

2,255,970

 

2,257,489

 

Home Equity

 

931,010

 

967,570

 

982,379

 

953,078

 

936,142

 

Automobile

 

219,346

 

239,960

 

256,131

 

271,568

 

282,843

 

Other 3

 

167,695

 

181,102

 

185,479

 

189,417

 

189,087

 

U.S. Mainland 1

 

 

 

 

 

 

 

 

 

 

 

Home Equity

 

23,222

 

25,876

 

28,034

 

29,473

 

31,881

 

Automobile

 

36,302

 

41,785

 

45,559

 

48,631

 

49,792

 

Guam

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

198,941

 

204,902

 

210,987

 

214,748

 

219,857

 

Home Equity

 

20,223

 

19,726

 

19,546

 

18,625

 

18,313

 

Automobile

 

49,799

 

56,665

 

61,907

 

67,600

 

72,428

 

Other 3

 

27,475

 

29,518

 

30,992

 

31,961

 

33,078

 

Other Pacific Islands

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

7,926

 

7,922

 

8,200

 

8,207

 

8,212

 

Home Equity

 

3,177

 

3,209

 

3,262

 

3,261

 

3,347

 

Automobile

 

4,430

 

5,232

 

6,192

 

7,216

 

8,275

 

Other 3

 

28,096

 

30,609

 

32,271

 

32,780

 

34,157

 

Foreign 2

 

 

 

 

 

 

 

 

 

 

 

Other 3

 

10

 

4

 

5

 

5

 

3

 

Total Consumer

 

3,820,756

 

4,003,317

 

4,113,581

 

4,132,540

 

4,144,904

 

Total Loans and Leases

 

$

6,149,911

 

$

6,338,726

 

$

6,530,233

 

$

6,539,458

 

$

6,518,128

 

 

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

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

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


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

and leveraged lease financing.  Our consumer loan and lease portfolio includes limited lending activities on the U.S. Mainland.


 

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Table of Contents

 

Other Assets

 

Table 10 presents the major components of other assets as of June 30, 2009, December 31, 2008, and June 30, 2008.

 

Other Assets (Unaudited)

 

 

 

 

 

Table 10

 

 

 

June 30,

 

December 31,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2008

 

Bank-Owned Life Insurance

 

$

199,241

 

$

196,043

 

$

192,716

 

Federal and State Tax Deposits

 

82,500

 

82,500

 

61,000

 

Federal Home Loan Bank and Federal Reserve Bank Stock

 

79,723

 

79,705

 

79,635

 

Low-Income Housing and Other Equity Investments

 

28,185

 

30,920

 

33,176

 

Derivative Financial Instruments

 

22,426

 

38,870

 

6,790

 

Accounts Receivable

 

17,919

 

17,607

 

20,747

 

Other

 

36,000

 

28,922

 

35,202

 

Total Other Assets

 

$

465,994

 

$

474,567

 

$

429,266

 


The decrease in other assets from December 31, 2008 was primarily due to a $14.4 million decrease in the estimated fair value of our customer-related interest rate swap accounts, which have off-setting amounts recorded in other liabilities.  This was partially offset by a $3.2 million increase each in bank-owned life insurance and prepaid insurance and other prepaid expenses.  Total other assets as of June 30, 2009 increased by $36.7 million or 9% from June 30, 2008.  This was primarily due to a $21.5 million increase in federal and state tax deposits.  Also contributing to the increase in total other assets was a $14.1 million increase in the estimated fair value of our customer-related interest rate swap accounts, which have off-setting amounts recorded in other liabilities.  This was partially offset by a $5.0 million decrease in low-income housing and other equity investments as a result of amortization of these investments recorded over this period, and a $3.7 million decrease in dealer advances.

As of June 30, 2009, the carrying value of our Federal Home Loan Bank of Seattle (“FHLB”) stock was $61.3 million.  On May 20, 2009, the FHLB filed its Form 10-Q with the SEC, for the quarterly period ended March 31, 2009.  The FHLB reported a net loss of $16.2 million for its first quarter of 2009.  The FHLB also reported retained earnings of $198.3 million and an accumulated other comprehensive loss of $1.1 billion as of March 31, 2009.  The FHLB has the capacity to issue additional debt if necessary to raise cash.  Additionally, if needed, the FHLB has the ability to secure funding available to government-sponsored enterprises through the U.S. Treasury.  Management expects the Company to remain a member institution of the FHLB and believes that there is no impairment related to the carrying amount of the Company’s FHLB stock as of June 30, 2009.  See Note 1 to the Consolidated Financial Statements (Unaudited) for information on our accounting and impairment policy.


 

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Table of Contents

 

Deposits

 

Table 11 presents the composition of our deposits by major customer categories.

 

Deposits (Unaudited)

 

 

 

 

 

 

 

 

 

Table 11

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Consumer

 

$

4,747,612

 

$

4,702,494

 

$

4,593,248

 

$

4,460,965

 

$

4,463,632

 

Commercial

 

3,828,521

 

3,645,842

 

3,221,668

 

2,835,699

 

3,013,234

 

Public and Other

 

443,528

 

864,455

 

477,182

 

361,820

 

427,124

 

Total Deposits

 

$

9,019,661

 

$

9,212,791

 

$

8,292,098

 

$

7,658,484

 

$

7,903,990

 


The increase in our deposit balances as of June 30, 2009 from December 31, 2008 was primarily due to a $577.5 million increase in our business money market savings accounts and a $203.8 million increase in our analyzed business checking accounts.  The increase in our deposit balances as of June 30, 2009 from June 30, 2008 was primarily due to a $691.2 million increase in our business money market savings accounts, a

$416.7 million increase in our bonus rate savings products, and a $325.2 million increase in our analyzed business checking accounts.  These increases were partially offset by a $209.8 million decrease in noninterest-bearing personal checking accounts, and a $177.1 million decrease in qualified public money management accounts.


 

Table 12 presents the composition of our savings deposits.

 

Savings Deposits (Unaudited)

 

 

 

 

 

 

 

 

 

Table 12

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Money Market

 

$

1,769,023

 

$

1,607,375

 

$

1,173,132

 

$

965,149

 

$

1,045,790

 

Regular Savings

 

2,285,016

 

2,298,334

 

1,931,731

 

1,815,648

 

1,770,432

 

Total Savings Deposits

 

$

4,054,039

 

$

3,905,709

 

$

3,104,863

 

$

2,780,797

 

$

2,816,222

 

 

Table 13 presents our quarterly average balance of time deposits of $100,000 or more.

 

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

 

 

 

Table 13

 

 

 

Three Months Ended

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Average Time Deposits

 

$

738,652

 

$

851,668

 

$

891,922

 

$

934,845

 

$

948,729

 

 

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Table of Contents

 

Borrowings and Long-Term Debt

 

Borrowings consisted of funds purchased and short-term borrowings, including commercial paper.  Borrowings were $18.7 million as of June 30, 2009, a $2.0 million or 10% decrease from December 31, 2008, and a $60.9 million or 77% decrease from June 30, 2008.  We manage the level of our borrowings to ensure that we have adequate sources of liquidity.  Due to our high level of deposits and our increased capital levels, we reduced the level of borrowings as a source of funds.

 

Long-term debt was $91.4 million as of June 30, 2009, a $111.9 million or 55% decrease from December 31, 2008, and a $113.9 million or 55% decrease from June 30, 2008.  The decrease in long-term debt from December 31, 2008 and June 30, 2008 was primarily due to our repayment of

 

 

$119.0 million in subordinated notes and our repayment of $25.0 million in privately placed notes in the first quarter of 2009.  This was partially offset by our recognition of $32.4 million in non-recourse debt on the balance sheet in the second quarter of 2009, which was previously not recognized as an obligation of the Bank under leveraged lease accounting treatment.  See Note 3 to the Consolidated Financial Statements (Unaudited) for more information on the leasing transaction.

 

Securities Sold Under Agreements to Repurchase

 

Table 14 presents the composition of our securities sold under agreements to repurchase as of June 30, 2009, December 31, 2008, and June 30, 2008.


 

Securities Sold Under Agreements to Repurchase (Unaudited)

 

 

 

 

 

Table 14

 

 

 

June 30,

 

December 31,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2008

 

Government Entities

 

$

1,124,794

 

$

353,835

 

$

378,518

 

Private Institutions

 

675,000

 

675,000

 

650,000

 

Total Securities Sold Under Agreements to Repurchase

 

$

1,799,794

 

$

1,028,835

 

$

1,028,518

 


As of June 30, 2009, the increase in securities sold under agreements to repurchase from 2008 was primarily due to new placements to accommodate certain government entities.  A portion of the increase in securities sold under agreements to repurchase resulted from the withdrawal of public interest-bearing demand deposits in the second quarter of 2009.  As of June 30, 2009, the weighted average maturity was 23 days for our securities sold under agreements to repurchase with government entities and 7.80 years for securities sold under agreements to repurchase with private institutions, subject to the private institutions’ right to terminate agreements at earlier specified dates which could decrease the weighted average

maturity to 298 days.  As of June 30, 2009, $175.0 million of our securities sold under agreements to repurchase placed with private institutions were indexed to the London Inter Bank Offered Rate (“LIBOR”) with the remaining $500.0 million at fixed interest rates.  If the agreements with private institutions are not terminated by the specified dates, the interest rates on the agreements become fixed, at rates ranging from 2.98% to 5.00%, for the remaining term of the respective agreements.  As of June 30, 2009, the weighted average interest rate for outstanding agreements with private institutions was 3.51%.


 

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Table of Contents

 

Shareholders’ Equity

 

As of June 30, 2009, shareholders’ equity was $845.9 million, an increase of $55.2 million or 7% from December 31, 2008 and an increase of $78.3 million or 10% from June 30, 2008.  The increase in shareholders’ equity from December 31, 2008 was primarily due to earnings for the first six months of 2009 of $67.0 million and changes in the fair value of our investment securities available-for-sale, net of tax, of $26.3 million.  The change in fair value of our investment securities available-for-sale, net of tax, was due to favorable interest rate movements and the larger investment portfolio as of June 30, 2009.  This was partially offset by cash dividends paid of $43.1 million.  Further discussion on our capital structure is included in the “Corporate Risk Profile — Capital Management” section of MD&A.

 

Analysis of Business Segments

 

Our business segments are Retail Banking, Commercial Banking, Investment Services, and Treasury.  Our management accounting process measures the performance of the business segments based on the management structure of the Company.  This process uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the Provision, and capital.  This process is dynamic and requires certain allocations based on judgment and other subjective factors.  Unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting that is equivalent to U.S. generally accepted accounting principles (“GAAP”).  We use this management accounting process to assess business segment performance and to allocate resources.

 

The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to our overall asset and liability management activities on a proportionate basis.  The basis for the allocation of net interest income is a function of our assumptions that are

 

 

subject to change based on changes in current interest rates and market conditions.  Funds transfer pricing also serves to transfer interest rate risk to Treasury.  However, the other business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions within guidelines.  See Note 5 to the Consolidated Financial Statements (Unaudited) for selected financial information as of and for the three months ended June 30, 2009 and 2008.

 

Retail Banking

 

Retail Banking offers a broad range of financial products and services to consumers and small businesses.  Loan and lease products include residential mortgage loans, home equity lines of credit, and installment loans.  Deposit products include checking, savings, and time deposit accounts.  Products and services from Retail Banking are delivered to customers through 73 Hawaii branch locations, 486 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a 24-hour customer service center, and a mobile banking service.

 

Net income decreased by $9.8 million or 39% in the second quarter of 2009 compared to the same period in 2008 primarily due to an increase in the Provision, a decrease in net interest income, as well as an increase in noninterest expense.  This was partially offset by an increase in noninterest income.   The $8.9 million increase in the Provision was primarily due to higher net charge-offs of loans in the segment’s home equity and residential mortgage portfolios.  The $5.9 million decrease in net interest income was primarily due to lower earnings credits on the segment’s deposit portfolio, partially offset by higher average deposit balances.  The $2.2 million increase in noninterest expense was primarily due to higher FDIC base insurance assessments as well as our share of an industry-wide assessment by the FDIC.  The $1.5 million increase in noninterest income was primarily due to higher mortgage banking income, a result of higher refinancing activity.

 

Net income decreased by $16.0 million or 34% for the first six months of 2009 compared to the same period in 2008. The decrease in net income was primarily due to an increase in the Provision and noninterest expense, along with a decrease in


 

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Table of Contents

 

net interest income.  This was partially offset by an increase in noninterest income.  The $15.5 million increase in the Provision was primarily due to higher net charge-offs of loans in the segment’s home equity and residential mortgage portfolios.  The $10.9 million decrease in net interest income was primarily due to lower earnings credits on the segment’s deposit portfolio, partially offset by higher average deposit balances.  The $3.9 million increase in noninterest expense was primarily due to higher FDIC base insurance assessments as well as our share of an industry-wide assessment by the FDIC.  The $5.0 million increase in noninterest income was primarily due to higher mortgage banking income, a result of higher refinancing activity.

 

Commercial Banking

 

Commercial Banking offers products including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing, consumer automobile loans and leases, deposit and cash management products, merchant services to its small business customers, and wholesale/retail property and casualty insurance products.  Commercial lending, deposit, and cash management services are offered to middle-market and large companies in Hawaii.  Commercial real estate mortgages focus on customers that include investors, developers, and builders domiciled in Hawaii.  Commercial Banking also includes syndicated lending activities, international banking, and operations at our 12 branches in the Pacific Islands.

 

Net income decreased by $7.7 million or 72% in the second quarter of 2009 compared to the second quarter of 2008 primarily due to an increase in the Provision and noninterest expense.  The $11.8 million increase in the Provision was primarily due to higher net charge-offs of loans and leases in the segment.  The $2.9 million increase in noninterest expense was primarily due to higher FDIC base insurance assessments as well as our share of an industry-wide assessment by the FDIC.  This was partially offset by a $3.2 million increase in noninterest income primarily due to the pre-tax gain on the sale of our equity interest in an aircraft lease and to the net

 

 

proceeds from the sale of our retail insurance brokerage operation.

 

Net income decreased by $11.7 million or 44% for the first six months of 2009 compared to the same period in 2008 primarily due to an increase in the Provision and noninterest expense.  The $14.4 million increase in the Provision was primarily due to higher net charge-offs of loans and leases in the segment.  The $2.9 million increase in noninterest expense was primarily due to higher FDIC base insurance assessments as well as our share of an industry-wide assessment by the FDIC.

 

Investment Services

 

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

 

Net income decreased by $2.6 million or 64% in the second quarter of 2009 compared to the same period in 2008 primarily due to a decrease in noninterest income and an increase in the Provision.  The $4.4 million decrease in noninterest income was primarily due to lower fee income as a result of lower asset values under trust administration.  The $0.7 million increase in the Provision was primarily due to higher net charge-offs of loans in this segment.

 

Net income decreased by $5.3 million or 71% for the first six months of 2009 compared to the same period in 2008 primarily due to a decrease in noninterest income and an increase in the Provision.  The $8.2 million decrease in noninterest income was primarily due to lower fee income as a result of lower


 

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Table of Contents

 

asset values under trust administration.  The $1.6 million increase in the Provision was primarily due to higher net charge-offs of loans and leases in the segment.

 

Treasury

 

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

 

Net income increased by $2.2 million or 92% in the second quarter 2009 compared to the same period in 2008 primarily due to a lower provision for taxes and higher net interest income, partially offset by lower noninterest income and higher noninterest expense.  The $3.3 million decrease in the provision for income taxes was primarily due to a reduction in the Company’s effective tax rate.  The $1.1 million increase in net interest income was primarily due to the increase in the balance of the investment portfolio and reductions in long-term debt.  The $1.2 million increase in noninterest expense was primarily due to a corporate insurance self-insurance reserve

 

 

adjustment in 2008 and higher FDIC base assessments as well as our share of an industry-wide assessment by the FDIC.  The $1.0 million decrease in noninterest income was primarily due to unrealized gains related to our subordinated notes recorded in the second quarter of 2008.

 

Net income decreased by $6.6 million or 51% for the first six months of 2009 compared to the same period in 2008 primarily due to lower noninterest income, partially offset by lower noninterest expense and higher net interest income.  The $14.5 million decrease in noninterest income was primarily due to a $13.7 million gain from the mandatory redemption of our Visa shares in the first quarter of 2008 and unrealized gains from our subordinated notes in the second quarter of 2008.  The $5.7 million decrease in noninterest expense was primarily due to various accruals recorded in the first quarter of 2008 (cash awards to purchase our stock and earnings-based incentive compensation) and lower separation expense.  The $2.1 million increase in net interest income was primarily due to reductions in long-term debt.

 

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


 

45



Table of Contents

 

Corporate Risk Profile

 

Credit Risk

 

Our overall credit risk position is reflective of the continued weak economic activity during the second quarter of 2009, with increasing levels of non-performing assets compared to December 31, 2008.  The signs of slowness in the Hawaii economy continued as visitor arrivals declined in 2009 compared to the same period in 2008.  Trends in the construction and real estate industries are also slowing.  Hawaii’s seasonally adjusted unemployment rate increased to 7.4% as of June 30, 2009.  The slow economy in Hawaii is resulting in higher delinquencies and loss rates in our loan and lease portfolio, with the primary impact in our mortgage-related consumer lending, commercial and industrial, and commercial real estate portfolios.  We also have elevated risk in our air transportation portfolio due to a weaker economy in Hawaii and the U.S. Mainland.

 

Table 15 summarizes our outstanding air transportation credit exposure.  As of June 30, 2009, included in our commercial leasing portfolio were eight leveraged leases on aircraft that were originated in the 1990’s and prior.  Outstanding credit exposure related to these leveraged leases was $53.9 million as of June 30, 2009.  The decrease in our air transportation

 

credit exposure as of June 30, 2009 compared to prior periods was primarily due to the sale of our equity interest in a cargo aircraft in the second quarter of 2009.  See Note 3 to the Consolidated Financial Statements (Unaudited) for more information on this transaction.

 

Relative to our total loan and lease portfolio, domestic air transportation carriers continue to demonstrate a higher risk profile due to fuel costs, pension plan obligations, and marginal pricing power.  We believe that volatile fuel costs, coupled with a weak U.S. Mainland economy, will place additional pressure on the financial health of air transportation carriers for the foreseeable future.

 

As of June 30, 2009, we also had an $8.2 million exposure related to one direct financing lease for an aircraft, whose intermediary and guarantor subsequently disclosed that it will not receive additional financial support from the U.S. government and that it could file for bankruptcy protection.

 

These aircraft leases have been considered in our quarterly evaluation of the adequacy of the Allowance as we continue to consider the ongoing financial concerns about the air transportation industry.

 

Air Transportation Credit Exposure 1 (Unaudited)

 

 

 

 

 

 

Table 15

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Passenger Carriers Based In the United States

 

$

56,774

 

$

56,876

 

$

60,189

 

$

60,260

 

$

60,603

 

Passenger Carriers Based Outside the United States

 

5,374

 

5,433

 

5,672

 

5,809

 

7,161

 

Cargo Carriers

 

 

13,994

 

13,831

 

13,689

 

13,568

 

Total Air Transportation Credit Exposure

 

$

62,148

 

$

76,303

 

$

79,692

 

$

79,758

 

$

81,332

 

 

1  Exposure includes leveraged leases and a direct financing lease.

 

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Table of Contents

 

Non-Performing Assets

 

Table 16 presents information on non-performing assets (“NPAs”) and accruing loans and leases past due 90 days or more.

 

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

 

 

Table 16

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2009

 

2008

 

2008

 

2008

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans and Leases 1

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

10,511

 

$

21,839

 

$

3,869

 

$

574

 

$

1,119

 

Commercial Mortgage

 

1,219

 

 

 

 

 

Construction

 

6,548

 

5,001

 

5,001

 

 

 

Lease Financing

 

956

 

910

 

133

 

149

 

329

 

Total Commercial

 

19,234

 

27,750

 

9,003

 

723

 

1,448

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

16,265

 

9,230

 

3,904

 

3,749

 

3,784

 

Home Equity

 

2,567

 

1,620

 

1,614

 

1,162

 

1,189

 

Other 2

 

550

 

1,383

 

 

 

30

 

Total Consumer

 

19,382

 

12,233

 

5,518

 

4,911

 

5,003

 

Total Non-Accrual Loans and Leases

 

38,616

 

39,983

 

14,521

 

5,634

 

6,451

 

Foreclosed Real Estate

 

438

 

346

 

428

 

293

 

229

 

Total Non-Performing Assets

 

$

39,054

 

$

40,329

 

$

14,949

 

$

5,927

 

$

6,680

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing Loans and Leases Past Due 90 Days or More 1

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

$

13

 

$

 

$

6,785

 

$

 

$

 

Lease Financing

 

 

257

 

268

 

 

 

Total Commercial

 

13

 

257

 

7,053

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

4,657

 

4,794

 

4,192

 

3,455

 

2,601

 

Home Equity

 

2,879

 

1,720

 

1,077

 

296

 

201

 

Automobile

 

769

 

776

 

743

 

758

 

625

 

Other 2

 

1,270

 

1,100

 

1,134

 

926

 

756

 

Total Consumer

 

9,575

 

8,390

 

7,146

 

5,435

 

4,183

 

Total Accruing Loans and Leases Past Due 90 Days or More

 

$

9,588

 

$

8,647

 

$

14,199

 

$

5,435

 

$

4,183

 

Total Loans and Leases

 

$

6,149,911

 

$

6,338,726

 

$

6,530,233

 

$

6,539,458

 

$

6,518,128

 

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

 

0.63%

 

0.63%

 

0.22%

 

0.09%

 

0.10%

 

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

 

0.63%

 

0.64%

 

0.23%

 

0.09%

 

0.10%

 

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

 

0.83%

 

1.19%

 

0.37%

 

0.03%

 

0.06%

 

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

 

0.52%

 

0.31%

 

0.14%

 

0.13%

 

0.13%

 

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

 

0.79%

 

0.77%

 

0.45%

 

0.17%

 

0.17%

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter-to-Quarter Changes in Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Quarter

 

$

40,329

 

$

14,949

 

$

5,927

 

$

6,680

 

$

6,045

 

Additions

 

22,459

 

29,164

 

15,464

 

1,355

 

2,900

 

Reductions

 

 

 

 

 

 

 

 

 

 

 

Payments

 

(15,593

)

(874

)

(2,440

)

(955

)

(630

)

Return to Accrual Status

 

(230

)

(768

)

(1,468

)

(756

)

(943

)

Sales of Foreclosed Real Estate

 

 

(82

)

 

 

 

Charge-offs/Write-downs

 

(7,911

)

(2,060

)

(2,534

)

(397

)

(692

)

Total Reductions

 

(23,734

)

(3,784

)

(6,442

)

(2,108

)

(2,265

)

Balance at End of Quarter

 

$

39,054

 

$

40,329

 

$

14,949

 

$

5,927

 

$

6,680

 

 

1 As of June 30, 2009, troubled debt restructurings which were not included in non-accrual loans and accruing loans past due 90 days or more were $2.3 million.

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

 

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NPAs are comprised of non-accrual loans and leases and foreclosed real estate. The $24.1 million increase in NPAs from December 31, 2008 was primarily due to additions to non-accrual status of $12.4 million in residential mortgage loans, $6.6 million in commercial and industrial loans, $1.5 million in construction loans, and $1.2 million in commercial mortgage loans.

 

The increase in residential mortgage non-accrual loans was primarily due to the addition to non-accrual status of five loans totaling $5.8 million.  These loans were comprised of a $1.9 million loan related to an owner-occupied property on Oahu and $3.9 million in loans related to four properties on the neighbor islands.  The increase in residential mortgage non-accrual loans was also due to the addition to non-accrual status of $2.3 million in land loans.

 

Activity in our commercial and industrial portfolio during the second quarter of 2009 included the addition to non-accrual status of three loans totaling $7.1 million to Hawaii middle-market borrowers which have been adversely impacted by the slow economy in Hawaii.  This was offset by the sale of a $16.9 million commercial and industrial loan made to a large national mall owner which was previously on non-accrual status.

 

Residential mortgage and home equity lending comprise the largest components of our consumer lending portfolio.  Home equity lending represents higher risk due to its predominantly junior lien position.  As of June 30, 2009, $523.0 million of home equity loans outstanding were related to properties where we hold both the first and second lien.  An additional $165.0 million in home equity loans outstanding were related to properties where our home equity lien is in the first position.  The remaining $290.0 million in home equity loans outstanding were behind another institution's first lien.  Within our home equity portfolio, the segment that exposes us to the most risk are those loans to customers whose home equity lines were originated in 2005 or later, have current monitoring credit scores below 660, and have current loan-to-value (“LTV”) ratios greater than 70%.  This segment of our home equity portfolio was $55.0 million as of June 30, 2009, and represented approximately 6% of our total home equity portfolio.

 

Included in NPAs are loans that we consider impaired.  Impaired loans are defined as those which we believe it is probable we will not collect all amounts due according to the contractual terms of the loan agreement, as well as those loans whose terms have been modified in a troubled debt

 

restructuring (“TDR”).  Impaired loans were $33.8 million as of June 30, 2009, $8.3 million as of December 31, 2008, and $0.2 million as of June 30, 2008. Impaired loans had a related Allowance of $7.9 million as of June 30, 2009 and less than $0.1 million as of December 31, 2008 and June 30, 2008.

 

As of June 30, 2009, we had loans whose terms had been modified in a TDR of $2.9 million. This was comprised of two commercial loans totaling $2.3 million which were accruing interest as of June 30, 2009 and one residential mortgage loan of $0.6 million which was on non-accrual status as of June 30, 2009. Our loans whose terms have been modified in a TDR were primarily the result of modification of interest rates to below market rates and extensions of maturity dates.

 

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

 

Loans and leases in this category are 90 days or more past due, as to principal or interest, and still accruing interest because they are well secured and in the process of collection. The decrease in loans and leases past due 90 days or more and still accruing interest from December 31, 2008 was primarily due to the payoff of two commercial loans during the first quarter of 2009. The increase in loans and leases past due 90 days or more and still accruing interest from June 30, 2008 reflects increased delinquency activity in consumer loans, consistent with a slowing economy in Hawaii.

 

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Reserve for Credit Losses

 

Table 17 presents the activity in our reserve for credit losses.

 

Reserve for Credit Losses (Unaudited)

 

 

 

 

 

 

 

Table 17

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Balance at Beginning of Period

 

$

139,835

 

$

105,167

 

$

128,667

 

$

96,167

 

Loans and Leases Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

(12,249

)

(1,396

)

(18,713

)

(2,785

)

Lease Financing

 

(4,473

)

(142

)

(4,493

)

(276

)

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

(1,814

)

(133

)

(2,641

)

(133

)

Home Equity

 

(3,303

)

(473

)

(5,619

)

(1,279

)

Automobile

 

(2,121

)

(2,187

)

(5,103

)

(5,102

)

Other 1

 

(3,643

)

(1,954

)

(7,220

)

(4,757

)

Total Loans and Leases Charged-Off

 

(27,603

)

(6,285

)

(43,789

)

(14,332

)

Recoveries on Loans and Leases Previously Charged-Off

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

228

 

201

 

770

 

1,187

 

Lease Financing

 

30

 

2

 

32

 

5

 

Consumer

 

 

 

 

 

 

 

 

 

Residential Mortgage

 

126

 

17

 

271

 

95

 

Home Equity

 

76

 

26

 

172

 

47

 

Automobile

 

735

 

700

 

1,462

 

1,496

 

Other 1

 

718

 

667

 

1,423

 

1,403

 

Total Recoveries on Loans and Leases Previously Charged-Off

 

1,913

 

1,613

 

4,130

 

4,233

 

Net Loans and Leases Charged-Off

 

(25,690

)

(4,672

)

(39,659

)

(10,099

)

Provision for Credit Losses

 

28,690

 

7,172

 

53,577

 

21,599

 

Provision for Unfunded Commitments

 

 

 

250

 

 

Balance at End of Period 2

 

$

142,835

 

$

107,667

 

$

142,835

 

$

107,667

 

 

 

 

 

 

 

 

 

 

 

Components

 

 

 

 

 

 

 

 

 

Allowance for Loan and Lease Losses

 

$

137,416

 

$

102,498

 

$

137,416

 

$

102,498

 

Reserve for Unfunded Commitments

 

5,419

 

5,169

 

5,419

 

5,169

 

Total Reserve for Credit Losses

 

$

142,835

 

$

107,667

 

$

142,835

 

$

107,667

 

 

 

 

 

 

 

 

 

 

 

Average Loans and Leases Outstanding

 

$

6,258,403

 

$

6,531,587

 

$

6,351,938

 

$

6,559,753

 

 

 

 

 

 

 

 

 

 

 

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

 

1.65%

 

0.29%

 

1.26%

 

0.31%

 

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

 

2.23%

 

1.57%

 

2.23%

 

1.57%

 

 

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

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

 

We maintain a Reserve which consists of two components, the Allowance and a Reserve for Unfunded Commitments (“Unfunded Reserve”).  The Reserve provides for the risk of credit losses inherent in the loan and lease portfolio and is based on loss estimates derived from a comprehensive quarterly evaluation.  The evaluation reflects analyses of individual borrowers and historical loss experience, supplemented as

 

necessary by credit judgment that considers observable trends, conditions, and other relevant environmental and economic factors.

 

The level of the Allowance is adjusted by recording an expense or recovery through the Provision.  The level of the Unfunded Reserve is adjusted by recording an expense or recovery in

 

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other noninterest expense.  The Provision exceeded net charge-offs of loans and leases for the second quarter of 2009 by $3.0 million and by $13.9 million for the first six months of 2009.  Commercial and industrial charge-offs for the second quarter of 2009 included a $6.9 million partial charge-off related to the previously noted sale of a loan made to a large national mall owner as well as a $2.3 million partial charge-off related to a non-relationship syndicated credit that was subsequently sold.  Commercial lease financing charge-offs for the second quarter of 2009 included a $4.4 million charge-off related to the replacement of an existing leveraged lease with a direct financing lease.  See Note 3 to the Consolidated Financial Statements (Unaudited) for more information. Charge-off activity in our consumer portfolios in the second quarter of 2009 was consistent with slowness in the Hawaii economy.

 

As of June 30, 2009, the Allowance was $137.4 million or 2.23% of total loans and leases outstanding.  This represents an increase of 34 basis points from December 31, 2008 and an increase of 66 basis points from June 30, 2008.  The increase in the Allowance during the second quarter of 2009 was due to increased risk in our mortgage-related consumer lending portfolios due to the overall weakness in the Hawaii economy.

 

Although we determine the amount of each component of the Allowance separately, the Allowance as a whole was considered appropriate by management as of June 30, 2009, based on our ongoing analysis of estimated probable credit losses, credit risk profiles, economic conditions, coverage ratios, and other relevant factors.

 

The Reserve for Unfunded Commitments

 

We increased the Unfunded Reserve by $0.3 million from December 31, 2008 and June 30, 2008.  The process used to determine the Unfunded Reserve is consistent with the process for determining the Allowance, as adjusted for estimated funding probabilities or loan and lease equivalency factors.

 

Market Risk

 

Market risk is the potential of loss arising from adverse changes in interest rates and prices.  We are exposed to market risk as a consequence of the normal course of conducting our business activities.  Our market risk management process involves measuring, monitoring, controlling, and managing risks that can significantly impact our statements of income and condition.  In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance, while limiting volatility.  The activities associated with these market risks are categorized into “trading” and “other than trading.”

 

Our trading activities include foreign currency and foreign exchange contracts that expose us to a small degree of foreign currency risk.  These transactions are primarily executed on behalf of customers.  Our other than trading activities include normal business transactions that expose our balance sheet profile to varying degrees of market risk.

 

Our primary market risk exposure is interest rate risk.

 

Interest Rate Risk

 

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

 

The potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates.  This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans.  Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and repricing characteristics of financial instruments.

 

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

 

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Table of Contents

 

In managing interest rate risk, we, through the Asset/Liability Management Committee (“ALCO”), measure short and long-term sensitivities to changes in interest rates.  The ALCO utilizes several techniques to manage interest rate risk, which include:

 

·                  adjusting balance sheet mix or altering the interest rate characteristics of assets and liabilities;

·                  changing product pricing strategies;

·                  modifying characteristics of the investment securities portfolio; or

·                  using derivative financial instruments.

 

The use of derivative financial instruments has generally been limited.  This is due to natural on-balance sheet hedges arising out of offsetting interest rate exposures from loans, investment securities with deposits, and other interest-bearing liabilities.  In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by ALCO.  Natural and offsetting hedges reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures.  Expected movements in interest rates are also considered in managing interest rate risk.  Thus, as interest rates change, we may use different techniques to manage interest rate risk.

 

A key element in our ongoing process to measure and monitor interest rate risk is the utilization of an asset/liability simulation model.  The model is used to estimate and measure the balance sheet sensitivity to changes in interest rates.  These estimates are based on assumptions on the behavior of loan and deposit

 

pricing, repayment rates on mortgage-based assets, and principal amortization and maturities on other financial instruments.  The model’s analytics include the effects of standard prepayment options on mortgages and customer withdrawal options for deposits.  While such assumptions are inherently uncertain, we believe that these assumptions are reasonable.  As a result, the simulation model attempts to capture the dynamic nature of the balance sheet.

 

We utilize net interest income simulations to analyze short-term income sensitivities to changes in interest rates.  Table 18 presents, as of June 30, 2009 and 2008, an estimate of the change in net interest income during a quarterly time frame that would result from a gradual change in interest rates, moving in a parallel fashion over the entire yield curve, over the next 12-month period, relative to the measured base case scenario.  The base case scenario assumes the balance sheet and interest rates are generally unchanged.  Based on the net interest income simulation as of June 30, 2009, net interest income sensitivity to changes in interest rates as of June 30, 2009 was slightly more sensitive to higher interest rate scenarios but less sensitive to lower interest rate scenarios compared to the sensitivity profiles as of June 30, 2008.  Economic conditions and government intervention have caused interest rates to fall to low levels and introduced significant market volatility.  In addition, credit spreads remained wide relative to historic levels.  These factors have contributed to greater interest rate risk to the Company as of June 30, 2009.

 

Net Interest Income Sensitivity Profile (Unaudited)

Table 18

 

 

Change in Net Interest Income Per Quarter

 

(dollars in thousands)

 

June 30, 2009

 

June 30, 2008

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(605

)

(0.6

)%

$

(539

)

(0.5

)%

+100

 

(403

)

(0.4

)

(108

)

(0.1

)

-100

 

(403

)

(0.4

)

(1,185

)

(1.1

)

-200

 

(1,613

)

(1.6

)

(2,478

)

(2.3

)

 

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To analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated.  These non-parallel interest rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve flatten or become inverted for a period of time.  Conversely, if the yield curve should steepen further from its mostly “normal” profile, net interest income may increase.

 

We also use the Market Value of Portfolio Equity (“MVPE”) sensitivity analysis to estimate the net present value change in our net assets (i.e., assets, liabilities, and off-balance sheet instruments) from changes in interest rates.  The MVPE was approximately $1.9 billion as of June 30, 2009 and

 

approximately $1.8 billion as of June 30, 2008.  Table 19 presents, as of June 30, 2009 and 2008, an estimate of the change in the MVPE that would occur from an instantaneous 100 and 200 basis point increase or decrease in interest rates, moving in a parallel fashion over the entire yield curve.  The MVPE sensitivity decreased as of June 30, 2009 compared to June 30, 2008 as a result of changes in the balance sheet, particularly from higher deposit balances.  A further significant parallel decline in interest rates effectively creates a 0% interest rate environment which greatly reduces the estimated value of both our loans and deposits.

 

Market Value of Equity Sensitivity Profile (Unaudited)

 

 

 

 

Table 19

 

 

Change in Market Value of Equity

 

(dollars in thousands)

 

June 30, 2009

 

June 30, 2008

 

Change in Interest Rates (basis points)

 

 

 

 

 

 

 

 

 

+200

 

$

(27,465

)

(1.5

)%

$

(185,348

)

(10.6

)%

+100

 

13,945

 

0.7

 

(79,522

)

(4.5

)

-100

 

(48,606

)

(2.6

)

(17,573

)

(1.0

)

-200

 

(158,936

)

(8.5

)

(153,445

)

(8.7

)

 

Further enhancing the MVPE sensitivity analysis are:

 

·                  value-at-risk metrics;

·                  key rate analysis;

·                  duration of equity analysis; and

·                  exposure to basis risk and non-parallel yield curve shifts.

 

There are inherent limitations to these measures; however, used along with the MVPE sensitivity analysis, we obtain better overall insight for managing our exposures to changes in interest rates.  Based on the additional analyses, we estimate that our greatest exposure is in scenarios where medium-term interest rates decrease on a relative basis more than long-term interest rates.

 

Liquidity Management

 

Liquidity is managed in an effort to ensure that we have continuous access to sufficient, reasonably priced funds.  Funding requirements are impacted by loan originations and refinancings, liability issuances and settlements, and off-balance

 

sheet funding commitments.  We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity.  Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions.  The ALCO monitors sources and uses of funds and modifies asset and liability positions as liquidity requirements change.  This process, combined with our ability to raise funds in money and capital markets and through private placements, provides flexibility in managing the exposure to liquidity risk.

 

In an effort to satisfy our liquidity needs, we actively manage our assets and liabilities.  The potential sources of short-term liquidity include interest-bearing deposits as well as the ability to sell certain assets including investment securities available-for-sale.  Assets generate long-term liquidity through cash flows from investment securities and loans.  With respect to liabilities, short-term liquidity is generated from securities sold under agreements to repurchase and other short-term funding sources such as federal funds while long-term liquidity is generated through growth in deposits and long-term debt.

 

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Table of Contents

 

We strengthened our liquidity position in the second quarter of 2009, with increased levels of funding.  Total deposits were $9.0 billion as of June 30, 2009, a $727.6 million or 9% increase from December 31, 2008 and a $1.1 billion or 14% increase from June 30, 2008.  As a result, cash and cash equivalents were $954.6 million as of June 30, 2009, an increase of $158.1 million from December 31, 2008 and an increase of $667.9 million from June 30, 2008.

 

Capital Management

 

The Company and the Bank are subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can cause certain mandatory and discretionary actions by regulators that, if undertaken, could have a material effect on our financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative and qualitative measures.  These measures were established by regulation to ensure capital adequacy.  As of June 30, 2009, the Company and the Bank were “well capitalized” under this regulatory framework.  There have been no conditions or events since June 30, 2009 that management believes have changed either the Company’s or the Bank’s capital classifications.

 

As of June 30, 2009, our shareholders’ equity was $845.9

 

million, a $55.2 million or 7% increase from December 31, 2008, and a $78.3 million or 10% increase from June 30, 2008.

 

In response to a slowing economy and economic uncertainty, we began in the second half of 2008 to increase capital.  As of June 30, 2009, our Tier 1 capital ratio was 12.56%, our total capital ratio was 13.82%, our leverage ratio was 6.66%, and our ratio of tangible common equity to risk-weighted assets was 13.02%.

 

From the beginning of our share repurchase program in July 2001 through October 28, 2008, we repurchased a total of 45.6 million shares of common stock and returned $1.6 billion to our shareholders at an average cost of $35.44 per share.  We have not repurchased shares of our common stock since October 2008, except for purchases from our employees in connection with income tax withholdings related to the vesting of restricted stock and shares purchased for our Rabbi Trust.  Total share repurchase authority under our share repurchase program was $1.70 billion as of July 22, 2009.  Remaining buyback authority under our share repurchase program was $85.4 million as of July 22, 2009.

 

In July 2009, our Board of Directors declared a quarterly cash dividend of $0.45 per share on our outstanding shares.  The dividend will be payable on September 15, 2009 to our shareholders of record at the close of business on August 31, 2009.

 

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Table of Contents

 

Table 20 presents our regulatory capital and ratios as of June 30, 2009, December 31, 2008, and June 30, 2008.

 

Regulatory Capital and Ratios (Unaudited)

 

 

 

 

 

Table 20

 

 

 

June 30,

 

December 31,

 

June 30,

 

(dollars in thousands)

 

2009

 

2008

 

2008 1

 

Regulatory Capital

 

 

 

 

 

 

 

Shareholders’ Equity

 

$

845,885

 

$

790,704

 

$

767,558

 

Less:

Cumulative Change in Fair Value of Financial Liabilities
Accounted for Under the Fair Value Option

 

(2,565

)

(683

)

(1,838

)

 

Goodwill

 

34,959

 

34,959

 

34,959

 

 

Postretirement Benefit Liability Adjustments

 

6,858

 

7,079

 

8,398

 

 

Unrealized Valuation and Other Adjustments

 

22,025

 

(4,276

)

(12,207

)

 

Other Assets

 

2,473

 

2,106

 

3,027

 

Tier 1 Capital

 

782,135

 

751,519

 

735,219

 

Allowable Reserve for Credit Losses

 

78,643

 

84,163

 

84,898

 

Unrealized Gains on Investment Securities Available-for-Sale

 

 

 

57

 

Total Regulatory Capital

 

$

860,778

 

$

835,682

 

$

820,174

 

 

 

 

 

 

 

 

 

Risk-Weighted Assets

 

$

6,227,230

 

$

6,688,530

 

$

6,769,036

 

 

 

 

 

 

 

 

 

Key Regulatory Capital Ratios

 

 

 

 

 

 

 

Tier 1 Capital Ratio

 

12.56

%

11.24

%

10.86

%

Total Capital Ratio

 

13.82

 

12.49

 

12.12

 

Leverage Ratio

 

6.66

 

7.30

 

7.01

 

 

1 Tier 1 capital, total capital, and leverage ratios as of June 30, 2008 were revised from 10.91%, 12.16%, and 7.04%, respectively.

 

The revisions to our Regulatory Capital Ratios as of June 30, 2008 did not change our well capitalized position, as defined in the regulatory framework for prompt corrective action, as previously reported.

 

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

 

Off-Balance Sheet Arrangements

 

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

 

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

 

Contractual Obligations

 

Our contractual obligations have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2008.

 

Credit Commitments

 

Table 21 presents our credit commitments as of June 30, 2009.

 

Credit Commitments (Unaudited)

 

 

 

 

 

 

 

 

 

Table 21

 

 

 

Less Than

 

 

 

 

 

After 5

 

 

 

(dollars in thousands)

 

One Year

 

1-3 Years

 

4-5 Years

 

Years

 

Total

 

Unfunded Commitments to Extend Credit

 

$

544,104

 

$

408,593

 

$

72,332

 

$

1,112,885

 

$

2,137,914

 

Standby Letters of Credit

 

89,627

 

108

 

7

 

 

89,742

 

Commercial Letters of Credit

 

20,522

 

580

 

7

 

 

21,109

 

Total Credit Commitments

 

$

654,253

 

$

409,281

 

$

72,346

 

$

1,112,885

 

$

2,248,765

 

 

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Table of Contents

 

Item 3.                                   Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4.                                   Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2009.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2009.  There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the second quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II - Other Information

 

Item 1A.                          Risk Factors

 

There are no material changes from the risk factors set forth under Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008.

 

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

 

The Parent’s repurchases of equity securities for the second quarter of 2009 were as follows:

 

Issuer Purchases of Equity Securities (Unaudited)

 

 

 

 

 

 

 

 

 

 

Total Number of Shares

 

Approximate Dollar Value

 

 

 

 

 

 

 

Purchased as Part of

 

of Shares that May Yet Be

 

 

 

Total Number of

 

Average Price

 

Publicly Announced Plans

 

Purchased Under the

 

Period

 

Shares Purchased 1

 

Paid Per Share

 

or Programs

 

Plans or Programs 2

 

April 1 – 30, 2009

 

1,899

 

$

 34.31

 

 

$

 85,356,214

 

May 1 – 31, 2009

 

1,246

 

31.09

 

 

85,356,214

 

June 1 – 30, 2009

 

654

 

36.20

 

 

85,356,214

 

Total

 

3,799

 

$

 33.58

 

 

 

 

 

1

The shares purchased in the second quarter of 2009 were from employees in connection with income tax withholdings related to the vesting of restricted stock, a stock swap by a director, and shares purchased for our Rabbi Trust.  These shares were not purchased as part of the publicly announced program. The shares were purchased at the closing price of the Parent’s common stock on the dates of purchase.

2

The share repurchase program was first announced in July 2001.  As of June 30, 2009, $85.4 million remained of the total $1.70 billion total repurchase amount authorized by the Parent’s Board of Directors under the share repurchase program.  The program has no set expiration or termination date.

 

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

 

At the annual shareholders meeting held on April 24, 2009, the following matters were submitted to a vote of the shareholders:

 

a.             Election of Directors *

 

 

S. Haunani Apoliona

 

 

 

 

 

Votes cast for:

40,699,648

 

Votes withheld:

611,157

 

 

 

 

Mary G. F. Bitterman

 

 

 

 

 

Votes cast for:

32,574,542

 

Votes withheld:

8,736,263

 

 

 

 

Mark A. Burak

 

 

 

 

 

Votes cast for:

40,771,172

 

Votes withheld:

539,632

 

 

 

 

Michael J. Chun

 

 

 

 

 

Votes cast for:

40,802,930

 

Votes withheld:

507,874

 

 

 

 

Clinton R. Churchill

 

 

 

 

 

Votes cast for:

40,783,416

 

Votes withheld:

527,389

 

 

 

 

David A. Heenan

 

 

 

 

 

Votes cast for:

32,465,989

 

Votes withheld:

8,844,815

 

 

 

 

Peter S. Ho

 

 

 

 

 

Votes cast for:

40,729,900

 

Votes withheld:

580,905

 

 

 

 

Robert Huret

 

 

 

 

 

Votes cast for:

40,766,153

 

Votes withheld:

544,652

 

 

 

 

Allan R. Landon

 

 

 

 

 

Votes cast for:

40,487,801

 

Votes withheld:

823,004

 

 

 

 

Kent T. Lucien

 

 

 

 

 

Votes cast for:

37,200,686

 

Votes withheld:

4,110,118

 

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Martin A. Stein

 

 

 

 

 

Votes cast for:

40,763,346

 

Votes withheld:

547,459

 

 

 

 

Donald M. Takaki

 

 

 

 

 

Votes cast for:

40,409,697

 

Votes withheld:

901,107

 

 

 

 

Barbara J. Tanabe

 

 

 

 

 

Votes cast for:

32,539,782

 

Votes withheld:

8,771,022

 

 

 

 

Robert W. Wo, Jr.

 

 

 

 

 

Votes cast for:

32,595,632

 

Votes withheld:

8,715,172

 

b.            Ratification of Ernst and Young LLP as independent registered public accountants for the fiscal year ending December 31, 2009.

 

 

Votes cast for:

40,603,644

 

Votes cast against:

679,108

 

Abstentions:

28,052

 

c.             Approve the Material Terms of the Amended Performance Measures under the 2004 Stock and Incentive Compensation Plan.

 

 

Votes cast for:

28,406,697

 

Votes cast against:

6,481,258

 

Abstentions:

140,709

 

*                  The directors are elected by a plurality of the votes cast; therefore, votes cast in the election could not be recorded against or as an abstention, nor could broker non-votes be recorded.

 

Item 6.                                   Exhibits

 

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

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date:   July 27, 2009

Bank of Hawaii Corporation

 

 

 

 

 

 

 

By:

     /s/ Allan R. Landon

 

 

     Allan R. Landon

 

 

     Chairman of the Board and

 

 

     Chief Executive Officer

 

 

 

 

 

 

 

By:

     /s/ Kent T. Lucien

 

 

     Kent T. Lucien

 

 

     Chief Financial Officer

 

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Exhibit Index

 

Exhibit Number

 

 

 

 

 

12

 

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

 

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32

 

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