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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-7949
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
BANCWEST CORPORATION DEFINED CONTRIBUTION
PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
BANCWEST CORPORATION
999 Bishop Street
Honolulu, Hawaii 96813
Telephone number: (808) 525-7000
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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PAGE
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
at December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2000 and 1999 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Line 4i - Schedule of Assets Held
for Investment Purposes at December 31, 2000 13
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Qualified Account Balance Plans Committee
of BancWest Corporation
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the BancWest Corporation Defined Contribution Plan (the "Plan")
at December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Honolulu, Hawaii
April 23, 2001
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
Assets:
Investments, at fair value (Note 4) $247,116,093 $273,546,729
Contributions receivable from employer 520,573 516,532
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $247,636,666 $274,063,261
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The accompanying notes are an integral part of the financial statements.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
ADDITIONS:
Interest and dividend income $ 25,538,610 $ 20,512,511
Employer contributions (Note 7) 16,914,001 16,363,087
Net appreciation of investments (Note 4) -- 41,297,309
Transfer from other retirement plan (Note 5) -- 41,647,189
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42,452,611 119,820,096
DEDUCTIONS:
Net depreciation of investments (Note 4) 45,457,564 --
Payments made to participants 23,381,302 19,976,531
Administrative expenses 40,340 272,624
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68,879,206 20,249,155
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Increase (decrease) in net assets (26,426,595) 99,570,941
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 274,063,261 174,492,320
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End of year $ 247,636,666 $ 274,063,261
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The accompanying notes are an integral part of the financial statements.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the BancWest Corporation (the "Company") Defined
Contribution Plan (the "Plan") have been prepared in conformity with
generally accepted accounting principles. The Plan presents in the statement
of changes in net assets available for plan benefits, the net appreciation
or depreciation in the fair value of investments which consists of realized
gains (losses) and unrealized appreciation (depreciation) on those
investments.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
mutual funds. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term
and that such changes could materially affect participants' account balances
and the amounts reported in the statement of net assets available for plan
benefits.
DEFINED CONTRIBUTION PLAN STRUCTURE
In May 1997, the Company appointed Putnam Fiduciary Trust Company ("Putnam")
as recordkeeper and Trustee of the Plan. Participants in the Plan have the
option of investing their contributions in any one of the following funds:
Putnam Voyager Fund, Putnam Stable Value Fund, Putnam Vista Fund, BancWest
Corporation Stock Fund, Putnam International Growth Fund, Putnam S&P 500
Index Fund, Putnam Asset Allocation -- Conservative Portfolio, Putnam Asset
Allocation -- Balanced Portfolio, Putnam Asset Allocation -- Growth
Portfolio, Putnam New Opportunities Fund, Putnam Growth and Income Fund,
Bishop Street Equity Fund and Bishop Street High Grade Income Fund.
Segregated accounts were eliminated as an investment option effective July
28, 2000.
The Company also has a 401(k) YesPay Savings Plan component of the Plan in
which eligible employees may elect to defer a portion of their compensation
by contributing to their YesPay Savings Account. Contributions and
transactions related to the YesPay Savings Account are accounted for
separately in the funds described above.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in securities (e.g., mutual funds) traded on national securities
exchanges are valued at the last reported sales price on the last business
day of the year.
Promissory notes are valued at the lower of the unpaid principal balance or
estimated realizable value.
Security transactions are accounted for on a trade-date basis. The cost of
investments sold is determined by the specific identification method.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
2. DESCRIPTION OF PLAN
The Plan is a defined contribution plan established to cover the employees
of substantially all subsidiaries of the Company. In 1999, the Plan was
amended to allow the accounts of Bank of the West (a wholly-owned subsidiary
of BancWest Corporation) employees who participated in the BNP U.S. Savings
Plan to be merged with and into the Plan (see Note 5 for further
discussion). The following description of the Plan provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
The principal provisions under the Plan are as follows:
PARTICIPATION: Employees who receive from the Company
or certain subsidiaries a regular stated
compensation other than a pension,
severance pay, retainer or fee under
contract are eligible to participate
under the Plan. Certain Bank of the West
employees become eligible to participate
on the first day of the month coinciding
with or following the completion of one
year of service in which the employee
worked 1,000 hours. All other employees
are immediately eligible to defer a
percentage of his pre-tax compensation.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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VESTING OF BENEFITS: Full vesting is provided in case of a
member's death, retirement or disability
regardless of years of service.
Employees are fully vested in Employer
Matching Contribution after one year of
service in their YesPay Savings Account
balance.
If the lump-sum present value of accrued
benefits is $5,000 or less, a lump-sum
payment of these benefits is paid.
CONTRIBUTIONS -- COMPANY: Each member may elect to defer from 1%
to 16% of his pre-tax compensation. The
amount by which compensation is reduced
is treated as a Company contribution to
the YesPay Savings Account. The Company
matches 150% for the first 1% of
contributions, 100% for the second 1% of
contributions and 50% for the third 1%
of contributions. Matching contributions
are made by the Company on a pay-period
basis.
LOANS FROM MEMBER ACCOUNTS: Any member may borrow part of the net
value of his Deferred Defined
Contribution and YesPay Savings Accounts
for the purposes of assisting the member
in meeting any unusual or unforeseen
conditions in his financial affairs.
Loans are secured by the member's vested
account balance. Members may not have
more than two loans outstanding at any
one time.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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TREATMENT OF FORFEITURES: Forfeitures are applied to reduce future
contributions and administrative
expenses of the Company. Forfeitures
applied to reduce contributions and
administrative expenses of the Company
amounted to $205,815 and $114,650 in
2000 and 1999, respectively.
BENEFIT PAYMENTS: After the applicable benefit condition
is met, employees may elect to receive
their benefits in a lump-sum
distribution or in monthly or other
periodic equal installments as nearly
equal in amount as may be practicable
over a period not to exceed life
expectancy.
In addition, upon written application
and approval, a member may obtain a
hardship withdrawal not to exceed his
vested interest for medical expenses,
education and attendant expenses of a
child, and acquisition or improvement of
a member's home.
PLAN TERMINATION: In the event the Plan terminates, all
amounts credited to affected members'
accounts shall become nonforfeitable and
after payment of all related expenses
and adjustment of affected members'
accounts to reflect such expenses,
profits and losses and forfeitures to
date of termination, each member or the
beneficiary of any member shall be
entitled to receive his entire interest
in the Plan.
GENDER: The masculine pronoun, whenever used
herein, includes the feminine pronoun.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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3. INVESTMENT PROGRAMS
The funds listed below were the investment options available to Plan
participants as of December 31, 2000 and 1999. Any of these funds may be
held in cash pending investment or distribution.
(a) PUTNAM VOYAGER FUND
The objective of this fund is to provide maximum growth through a
two-part strategy. Holdings are generally split between two types of
common stocks: foundation stocks and opportunity stocks. Foundation
stocks represent small to medium-sized companies with the potential for
above-average sales and earnings growth. Opportunity stocks represent
larger, well-established companies that show near-term growth potential
generally resulting from some change in the company's business plan or
competitive environment.
(b) PUTNAM STABLE VALUE FUND
The objective of this fund is to provide stability of principal while
earning a competitive rate of return. This fund invests in guaranteed
investment contracts ("GICs") or similar contracts issued by insurance
companies, banks and other financial institutions. Investments are made
only in companies that receive high credit ratings from the major rating
agencies.
(c) PUTNAM VISTA FUND
The objective of this fund is to create long-term capital appreciation
through investing primarily in mid-cap growth stocks. This fund invests
primarily in common stocks of medium-sized companies with equity market
capitalizations from $300 million to $5 billion.
(d) BANCWEST CORPORATION STOCK FUND
This fund consists of that portion of the assets of the Plan that
participants have elected to have invested, to the extent possible, in
shares of common stock of BancWest Corporation. The portion of this fund
not invested in shares will be held in cash or cash equivalent
investments pending the purchase of shares.
(e) PUTNAM INTERNATIONAL GROWTH FUND
The objective of this fund is to create long-term capital appreciation
by investing in a diversified portfolio of equity securities of
companies located in a country other than the United States of America.
The fund's investments will normally include common stocks, preferred
stocks, securities convertible into common or preferred stocks, and
warrants to purchase common or preferred stocks.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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(f) PUTNAM S&P 500 INDEX FUND
The objective of this fund is to closely approximate the return of the
Standard & Poor's 500 Composite Stock Price Index. The fund primarily
invests in publicly traded common stocks either directly or through
collective investment trusts having a similar investment objective.
(g) PUTNAM ASSET ALLOCATION FUNDS
The Putnam Asset Allocation Funds provide different investment
objectives based on asset allocation. Common stocks are normally the
main type of the fund's equity investments. However, the fund may also
purchase preferred stocks, convertible securities, warrants and other
equity-type securities. The fund invests its assets allocated to the
fixed income securities in a diversified portfolio including both U.S.
and foreign government obligations and corporate obligations. The
following three investment portfolios are provided:
CONSERVATIVE PORTFOLIO
The objective of this fund is to provide long-term preservation
of capital by investing 35% of the Plan assets in equity
securities and 65% of the Plan assets in fixed income securities.
BALANCED PORTFOLIO
The objective of this fund is to maximize total return by
investing 65% of the Plan assets in equity securities and 35% of
the Plan assets in fixed income securities.
GROWTH PORTFOLIO
The objective of this fund is to provide long-term capital
appreciation by investing 80% of the Plan assets in equity
securities and 20% of the Plan assets in fixed income securities.
(h) PUTNAM NEW OPPORTUNITIES FUND
The objective of this fund is to provide long-term capital appreciation
by investing principally in common stocks of companies that possess
above-average long-term growth potential. Current dividend income is
only an incidental consideration. At present, Putnam has identified the
following sectors of the economy as having an above-average growth
potential over the next three to five years: personal communications,
media/entertainment, medical technology/cost-containment, environmental
services, applied/advanced technology, personal financial services and
value-oriented consuming.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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(i) PUTNAM GROWTH AND INCOME FUND
The objective of this fund is to provide capital growth and current
income by investing primarily in common stocks that offer the potential
for capital growth while also providing current income.
(j) BISHOP STREET EQUITY FUND
The objective of this fund is to provide returns consistent with the
performance of the U.S. stock market, as generally measured by broad
U.S. stock market indices such as the S & P 500. The fund primarily
invests in common stocks and other equity securities that have potential
for capital appreciation, including convertible securities. The Bishop
Street Equity Fund receives investment advisory services from First
Hawaiian Bank (a wholly-owned subsidiary of BancWest Corporation).
(k) BISHOP STREET HIGH GRADE INCOME FUND
The objective of this fund is to provide high current income. This fund
primarily invests in high grade U.S. dollar-denominated debt obligations
of domestic corporations and the U.S. Government. This fund replaced the
Putnam Income Fund as an investment option available to Plan
participants. The Bishop Street High Grade Income Fund receives
investment advisory services from First Hawaiian Bank.
(l) SEGREGATED ACCOUNTS
Assets in this fund are invested in investment vehicles of the
participant's choice. Segregated accounts were eliminated as an
investment option effective July 28, 2000. Amounts remaining in
segregated accounts as of December 31, 2000 were pending liquidation.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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4. INVESTMENTS
At December 31, 2000 and 1999, the fair value of Plan investments were as
follows:
2000 1999
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICES:
Mutual Funds -
Putnam Voyager Fund $ 41,710,166 * $ 51,275,379 *
Putnam Stable Value Fund 29,677,982 * 29,638,166 *
Putnam Vista Fund 25,975,081 * 25,458,670 *
BancWest Corporation Stock Fund 19,567,982 * 14,238,374 *
Putnam International Growth Fund 13,853,697 * 14,535,451 *
Putnam S&P 500 Index Fund 23,641,674 * 28,113,223 *
Putnam Asset Allocation -
Conservative Portfolio 9,451,377 11,227,335
Putnam Asset Allocation -
Balanced Portfolio 15,526,561 * 17,775,277 *
Putnam Asset Allocation -
Growth Portfolio 13,131,577 * 15,812,343 *
Putnam New Opportunities Fund 35,707,004 * 45,383,794 *
Putnam Growth and Income Fund 5,143,740 5,630,335
Bishop Street Equity Fund 1,488,622 1,035,859
Bishop Street High Grade Income Fund 6,070,978 6,218,127
Segregated Accounts 196,823 2,956,290
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241,143,264 269,298,623
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INVESTMENTS AT ESTIMATED FAIR VALUE:
Promissory notes 5,972,829 4,248,106
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Total investments $ 247,116,093 $ 273,546,729
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* Represents five percent or more of the Plan's net assets at December 31, 2000
and 1999.
For the years ended December 31, 2000 and 1999, the net appreciation
(depreciation) of investments, which consisted of realized and unrealized gains
and losses, was comprised of the following:
2000 1999
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICES:
Mutual funds $(45,224,606) $ 42,234,267
Segregated accounts (232,958) (936,958)
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Net appreciation (depreciation) of investments $(45,457,564) $ 41,297,309
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
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Dividend income earned from investments in BancWest Corporation common stock
for the years ended December 31, 2000 and 1999 amounted to $547,680 and
$435,028, respectively.
5. TRANSFER FROM OTHER RETIREMENT PLAN
Effective January 1, 1999, the Plan was amended to include Bank of the West
as a participating employer in the Plan. Concurrently, the accounts of Bank
of the West employees who participated in the BNP U.S. Savings Plan were
merged with and into the Plan. The BNP U.S. Savings Plan was established for
the benefit of eligible employees of United States affiliates of Banque
Nationale de Paris ("BNP"), now BNP Paribas.
6. TAX STATUS
The Plan constitutes a qualified trust under Section 401(a) of the Internal
Revenue Code and is therefore exempt from Federal income taxes under the
provisions of Section 501(a).
The Plan was amended, effective January 1, 1997, to incorporate the Small
Business Protection Act of 1996. The Plan's management received an updated
tax determination letter from the Internal Revenue Service in 1997. Although
amended since 1997, management believes that the Plan is currently designed
and is being operated in compliance with the applicable requirements of the
Internal Revenue Code.
7. EMPLOYER CONTRIBUTIONS
For the years ended December 31, 2000 and 1999, employer contributions
consisted of 401(k) contributions made on behalf of the participants through
salary deferral and 401(k) matching contributions.
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
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DESCRIPTION OF NUMBER
IDENTITY OF ISSUER INVESTMENT OF SHARES FAIR VALUE
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MUTUAL FUNDS:
Putnam Voyager Fund Open-end 1,744,465 $41,710,166
Putnam Stable Value Fund Open-end 29,677,982 29,677,982
Putnam Vista Fund Open-end 1,942,788 25,975,081
BancWest Corporation Stock Fund Open-end 749,014 19,567,982
Putnam International Growth Fund Open-end 558,617 13,853,697
Putnam S&P 500 Index Fund Open-end 746,265 23,641,674
Putnam Asset Allocation Fund -
Conservative Portfolio Open-end 1,019,566 9,451,377
Putnam Asset Allocation Fund -
Balanced Portfolio Open-end 1,433,662 15,526,561
Putnam Asset Allocation Fund -
Growth Portfolio Open-end 1,189,454 13,131,577
Putnam New Opportunities Fund Open-end 596,509 35,707,004
Putnam Growth and Income Fund Open-end 262,972 5,143,740
Bishop Street Equity Fund Open-end 109,861 1,488,622
Bishop Street High Grade Income Fund Open-end 618,856 6,070,978
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240,946,441
SEGREGATED ACCOUNTS Open-end -- 196,823
PROMISSORY NOTES Due 2/01/01 - 2/24/27
7.75% - 13.50% -- 5,972,829
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Total assets held for investment purposes $247,116,093
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NOTE: All of the Plan's assets held for investment purposes are
participant-directed.
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SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
Date June 27, 2001 By /s/ SHEILA M. SUMIDA
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Sheila M. Sumida
Plan Administrator
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-22107) of BancWest Corporation of our report
dated April 23, 2001 relating to the financial statements and supplemental
schedule of the BancWest Corporation Defined Contribution Plan, which appears
in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Honolulu, Hawaii
June 27, 2001
