Exhibit 99.1
BancWest Corporation and Subsidiaries
Unaudited Pro Forma Financial Statements
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On December 2, 2005, BancWest Corporation (“the Company”) acquired 100 percent of the outstanding stock of Commercial Federal Corporation, (“Commercial Federal”) a bank holding company that operated Commercial Federal Bank. The purchase price of approximately $1.3 billion was paid in cash and was accounted for using the purchase method of accounting.
Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair values, with the excess recorded as goodwill. The unaudited pro forma combined financial statements include preliminary estimates of the fair values of the purchase price, assets acquired and liabilities assumed. This preliminary allocation represents estimates made for purposes of these pro forma financial statements. The final determination of the purchase price allocation may differ from the amounts presented within these unaudited pro forma combined financial statements.
The following unaudited pro forma combined financial statements have been prepared from the historical financial statements of the Company and Commercial Federal. The pro forma combined statements of income give effect to the combination as if it had occurred on January 1, 2004. The pro forma combined balance sheet gives effect to the combination as if it had occurred on September 30, 2005. The pro forma adjustments are described in the accompanying notes to the Financial Statements.
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what the results of operations would have been if the combination had occurred on the above mentioned dates. Additionally, they are not indicative of future results of operations or financial position and do not reflect any synergies or other changes that may occur as a result of the acquisition. The unaudited pro forma combined financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Report on Form 10-Q for the period ended September 30, 2005 and Commercial Federal’s audited financial statements for the year ended December 31, 2004 on Form 10-K and Quarterly Report on Form 10-Q for the period ended September 30, 2005, which are incorporated herein by reference.
1
Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2005
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Commercial | | | | | | | |
| | BancWest | | | Federal | | | Pro Forma | | | | |
| | Corporation | | | Corporation | | | Adjustments | | | Pro forma | |
| | Historical | | | Historical | | | (Note 1) | | | (Combined) | |
| | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 2,013,798 | | | $ | 169,748 | | | $ | 21,751 | | (B) | $ | 2,205,297 | |
Interest-bearing deposits in other banks | | | 525,233 | | | | 3,158 | | | | — | | | | 528,391 | |
Federal funds sold and securities purchased under agreements to resell | | | 798,100 | | | | — | | | | — | | | | 798,100 | |
Trading assets | | | 1,579 | | | | — | | | | — | | | | 1,579 | |
Securities available for sale | | | 9,101,691 | | | | 1,121,125 | | | | — | | | | 10,222,816 | |
Loans held for sale | | | 75,003 | | | | 49,744 | | | | — | | | | 124,747 | |
Loans and leases: | | | | | | | | | | | — | | | | | |
Loans and leases | | | 35,125,000 | | | | 7,940,254 | | | | (76,518 | ) | (A) | | 42,988,736 | |
Less allowance for loan and lease losses | | | 419,850 | | | | 89,266 | | | | — | | | | 509,116 | |
| | |
Net loans and leases | | | 34,705,150 | | | | 7,850,988 | | | | (76,518 | ) | | | 42,479,620 | |
| | |
| | | | | | | | | | | | | | | | |
Vehicle and equipment operating leases, net | | | 104,360 | | | | — | | | | — | | | | 104,360 | |
Premises and equipment, net | | | 681,493 | | | | 183,560 | | | | 1,765 | | (A) | | 866,818 | |
Customers’ acceptance liability | | | 12,261 | | | | — | | | | — | | | | 12,261 | |
Other intangibles, net | | | 241,722 | | | | 9,519 | | | | 84,998 | | (A) | | 336,239 | |
Goodwill | | | 4,315,735 | | | | 159,229 | | | | 707,793 | | (A) | | 5,182,757 | |
Other real estate owned and repossessed personal property | | | 14,284 | | | | 13,710 | | | | — | | | | 27,994 | |
Other assets | | | 2,046,968 | | | | 603,743 | | | | 56,874 | | (A) | | 2,707,585 | |
| | | | | | | | | | | — | | | | | |
| | |
Total assets | | $ | 54,637,377 | | | $ | 10,164,524 | | | $ | 796,663 | | | $ | 65,598,564 | |
| | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholder’s Equity | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | |
Interest-bearing | | $ | 24,774,793 | | | $ | 5,281,231 | | | | 3,089 | | (A) | $ | 30,059,113 | |
Noninterest-bearing | | | 10,797,648 | | | | 785,012 | | | | — | | | | 11,582,660 | |
| | |
Total deposits | | | 35,572,441 | | | | 6,066,243 | | | | 3,089 | | | | 41,641,773 | |
| | |
Federal funds purchased and securities sold under agreements to repurchase | | | 2,745,849 | | | | 230,014 | | | | — | | | | 2,975,863 | |
Short-term borrowings | | | 2,641,981 | | | | 5,096 | | | | 845,000 | | (B) | | 3,492,077 | |
Acceptances outstanding | | | 12,261 | | | | — | | | | — | | | | 12,261 | |
Long-term debt | | | 6,554,844 | | | | 3,003,752 | | | | 135,198 | | (A) | | 9,693,794 | |
Other liabilities | | | 993,673 | | | | 86,935 | | | | 85,860 | | (A) | | 1,166,468 | |
| | | | | | | | | | | | | | | | |
| | |
Total liabilities | | | 48,521,049 | | | | 9,392,040 | | | | 1,069,147 | | | | 58,982,236 | |
| | |
| | | | | | | | | | | | | | | | |
Stockholder’s equity: | | | | | | | | | | | | | | | | |
Common stock | | | 1,069 | | | | 383 | | | | (343 | ) | (B) | | 1,109 | |
Additional paid-in capital | | | 4,475,134 | | | | — | | | | 499,960 | | (B) | | 4,975,094 | |
Retained earnings | | | 1,713,900 | | | | 766,453 | | | | (766,453 | ) | (B) | | 1,713,900 | |
Accumulated other comprehensive income (loss), net | | | (73,775 | ) | | | 5,648 | | | | (5,648 | ) | (B) | | (73,775 | ) |
| | | | | | | | | | | | | | | | |
| | |
Total stockholder’s equity | | | 6,116,328 | | | | 772,484 | | | | (272,484 | ) | | | 6,616,328 | |
| | |
| | | | | | | | | | | | | | | | |
| | |
Total liabilities and stockholder’s equity | | $ | 54,637,377 | | | $ | 10,164,524 | | | $ | 796,663 | | | $ | 65,598,564 | |
| | |
2
Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Statements of Income
For the Nine Months Ended September 30, 2005
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Commercial | | | | | | | |
| | BancWest | | | Federal | | | Pro Forma | | | | |
| | Corporation | | | Corporation | | | Adjustments | | | Pro forma | |
| | Historical | | | Historical | | | (Note 1) | | | (Combined) | |
| | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | |
Loans and leases | | $ | 1,517,254 | | | $ | 361,485 | | | $ | 14,846 | | (B) | $ | 1,893,585 | |
Securities available for sale | | | 241,630 | | | | 55,861 | | | | — | | | | 297,491 | |
Other | | | 24,154 | | | | — | | | | — | | | | 24,154 | |
| | |
Total interest income | | | 1,783,038 | | | | 417,346 | | | | 14,846 | | | | 2,215,230 | |
| | |
| | | | | | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | | | | | |
Deposits | | | 304,621 | | | | 99,097 | | | | 189 | | (C) | | 403,907 | |
Short-term borrowings | | | 74,371 | | | | 14,635 | | | | — | | | | 89,006 | |
Long-term debt | | | 211,042 | | | | 112,787 | | | | 1,487 | | (C) | | 325,316 | |
| | |
Total interest expense | | | 590,034 | | | | 226,519 | | | | 1,676 | | | | 818,229 | |
| | |
| | | | | | | | | | | | | | | | |
Net interest income | | | 1,193,004 | | | | 190,827 | | | | 13,170 | | | | 1,397,001 | |
Provision for loan and lease losses | | | 25,004 | | | | 20,277 | | | | — | | | | 45,281 | |
Net interest income after provision | | | | | | | | | | | | | | | | |
| | |
for loan and lease losses | | | 1,168,000 | | | | 170,550 | | | | 13,170 | | | | 1,351,720 | |
| | |
| | | | | | | | | | | | | | | | |
Noninterest income | | | | | | | | | | | | | | | | |
Service charges on deposit accounts | | | 143,440 | | | | 46,113 | | | | — | | | | 189,553 | |
Trust and investment services income | | | 36,203 | | | | — | | | | — | | | | 36,203 | |
Other service charges and fees | | | 145,033 | | | | 21,952 | | | | — | | | | 166,985 | |
Net gains (losses) on securities available for sale | | | 526 | | | | (16,621 | ) | | | — | | | | (16,095 | ) |
Vehicle and equipment operating lease income | | | 16,728 | | | | — | | | | — | | | | 16,728 | |
Other | | | 50,916 | | | | (44,862 | ) | | | — | | | | 6,054 | |
| | |
Total noninterest income | | | 392,846 | | | | 6,582 | | | | — | | | | 399,428 | |
| | |
| | | | | | | | | | | | | | | | |
Noninterest expense | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 452,063 | | | | 99,971 | | | | — | | | | 552,034 | |
Occupancy | | | 84,781 | | | | 26,712 | | | | 610 | | (C) | | 112,103 | |
Outside services | | | 78,127 | | | | 8,414 | | | | — | | | | 86,541 | |
Intangible amortization | | | 29,945 | | | | 2,911 | | | | 4,842 | | (D) | | 37,698 | |
Equipment | | | 45,052 | | | | 2,285 | | | | — | | | | 47,337 | |
Depreciation — vehicle and equipment operating leases | | | 14,527 | | | | — | | | | — | | | | 14,527 | |
Restructuring and integration costs | | | 8,951 | | | | 11,624 | | | | (11,737 | ) | (E) | | 8,838 | |
Other | | | 152,933 | | | | 59,305 | | | | — | | | | 212,238 | |
| | |
Total noninterest expense | | | 866,379 | | | | 211,222 | | | | (6,285 | ) | | | 1,071,316 | |
| | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 694,467 | | | | (34,090 | ) | | | 19,455 | | | | 679,832 | |
Provision (benefit) for income taxes | | | 260,142 | | | | (17,882 | ) | | | 12,400 | | (F) | | 254,660 | |
| | |
Net income | | $ | 434,325 | | | $ | (16,208 | ) | | $ | 7,055 | | | $ | 425,172 | |
| | |
3
Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Statements of Income
For the year Ended December 31, 2004
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Commercial | | | | | | | |
| | BancWest | | | Federal | | | Pro Forma | | | | |
| | Corporation | | | Corporation | | | Adjustments | | | Pro forma | |
| | Historical | | | Historical | | | (Note 1) | | | (Combined) | |
| | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | |
Loans and leases | | $ | 1,559,322 | | | $ | 473,077 | | | $ | 31,998 | | (C) | $ | 2,064,397 | |
Securities available for sale | | | 219,519 | | | | 102,448 | | | | — | | | | 321,967 | |
Other | | | 16,322 | | | | — | | | | — | | | | 16,322 | |
| | |
Total interest income | | | 1,795,163 | | | | 575,525 | | | | 31,998 | | | | 2,402,686 | |
| | |
| | | | | | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | | | | | |
Deposits | | | 203,407 | | | | 114,986 | | | | (3,477 | ) | (C) | | 314,916 | |
Short-term borrowings | | | 29,285 | | | | 5,454 | | | | — | | | | 34,739 | |
Long-term debt | | | 210,133 | | | | 182,804 | | | | 5,004 | | (C) | | 397,941 | |
| | |
Total interest expense | | | 442,825 | | | | 303,244 | | | | 1,527 | | | | 747,596 | |
| | |
| | | | | | | | | | | | | | | | |
Net interest income | | | 1,352,338 | | | | 272,281 | | | | 30,471 | | | | 1,655,090 | |
Provision for loan and lease losses | | | 49,219 | | | | 14,002 | | | | — | | | | 63,221 | |
Net interest income after provision | | | | | | | | | | | | | | | | |
| | |
for loan and lease losses | | | 1,303,119 | | | | 258,279 | | | | 30,471 | | | | 1,591,869 | |
| | |
| | | | | | | | | | | | | | | | |
Noninterest income | | | | | | | | | | | | | | | | |
Service charges on deposit accounts | | | 163,679 | | | | 53,495 | | | | — | | | | 217,174 | |
Trust and investment services income | | | 40,580 | | | | — | | | | — | | | | 40,580 | |
Other service charges and fees | | | 153,911 | | | | 12,082 | | | | — | | | | 165,993 | |
Net gains (losses) on securities available for sale | | | 873 | | | | (6,787 | ) | | | — | | | | (5,914 | ) |
Vehicle and equipment operating lease income | | | 17,092 | | | | — | | | | — | | | | 17,092 | |
Other | | | 55,365 | | | | 51,688 | | | | — | | | | 107,053 | |
| | |
Total noninterest income | | | 431,500 | | | | 110,478 | | | | — | | | | 541,978 | |
| | |
| | | | | | | | | | | | | | | | |
Noninterest expense | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 500,584 | | | | 127,405 | | | | — | | | | 627,989 | |
Occupancy | | | 91,770 | | | | 35,808 | | | | 814 | | (C) | | 128,392 | |
Outside services | | | 85,222 | | | | 14,614 | | | | — | | | | 99,836 | |
Intangible amortization | | | 26,535 | | | | 4,402 | | | | 7,413 | | (D) | | 38,350 | |
Equipment | | | 49,814 | | | | 4,269 | | | | — | | | | 54,083 | |
Depreciation — vehicle and equipment operating leases | | | 15,275 | | | | — | | | | — | | | | 15,275 | |
Restructuring and integration costs | | | 16,144 | | | | — | | | | — | | | | 16,144 | |
Other | | | 177,205 | | | | 81,620 | | | | — | | | | 258,825 | |
| | |
Total noninterest expense | | | 962,549 | | | | 268,118 | | | | 8,227 | | | | 1,238,894 | |
| | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 772,070 | | | | 100,639 | | | | 22,244 | | | | 894,953 | |
Provision for income taxes | | | 298,693 | | | | 24,276 | | | | 23,264 | | (F) | | 346,233 | |
| | |
Net income | | $ | 473,377 | | | $ | 76,363 | | | $ | (1,020 | ) | | $ | 548,720 | |
| | |
4
BancWest Corporation and Subsidiaries
Notes to Unaudited Pro Forma Financial Statements (in thousands)
| (A) | | The acquisition is being accounted for in accordance with Statement of Financial Accounting Standard No. 141 “Business Combinations” (FAS 141). Accordingly, the purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date as summarized below. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of Commercial Federal’s tangible assets and liabilities and identifiable intangible assets, as well as final decisions regarding integration activities. |
The following table represents the purchase price allocation of Commercial Federal:
| | | | |
Total purchase price of Commercial Federal, including transaction costs | | $ | 1,329,221 | |
Equity of Commercial Federal prior to acquisition by BancWest | | | 772,484 | |
| | | |
Excess of pushed down equity over the carrying value of net assets acquired | | | 556,737 | |
| | | |
Estimated adjustments to reflect assets acquired and liabilities assumed at fair value: | | | | |
Loans and leases | | | 76,518 | |
Premises and equipment | | | (1,765 | ) |
Other assets | | | (56,874 | ) |
Severance and employee relocation | | | 42,910 | |
Contract cancellations | | | 32,795 | |
Write-down of Commercial Federal’s goodwill | | | 159,229 | |
Write-down of Commercial Federal’s core deposit intangibles | | | 9,519 | |
Core deposit intangibles resulting from acquisition | | | (94,517 | ) |
Deposits | | | 3,089 | |
Long-term debt | | | 135,198 | |
Other liabilities | | | 4,183 | |
| | | |
Estimated fair value adjustments related to net assets acquired | | | 310,285 | |
| | | |
Estimated goodwill resulting from the acquisition of Commercial Federal | | | 867,022 | |
| | | | |
Adjustments to Goodwill: | | | | |
| | | | |
Estimated goodwill resulting from the acquisition of Commercial Federal | | | 867,022 | |
Write-down of Commercial Federal’s goodwill | | | (159,229 | ) |
| | | |
Total goodwill | | $ | 707,793 | |
| | | |
| | | | |
Adjustments to other intangibles: | | | | |
| | | | |
Core deposit intangibles resulting from acquisition | | | 94,517 | |
Write-down of Commercial Federal’s core deposit intangibles | | | (9,519 | ) |
| | | |
Total other intangibles | | $ | 84,998 | |
| | | |
| | | | |
Adjustments to other liabilities: | | | | |
| | | | |
Severance and employee relocation | | | 42,910 | |
Contract cancellations | | | 32,795 | |
Other liabilities | | | 4,183 | |
Accrued transaction costs | | | 5,972 | |
| | | |
Total other liabilities | | $ | 85,860 | |
| | | |
| | | | |
| (B) | | In connection with the acquisition of Commercial Federal Corporation, BancWest Corporation received $1,345 million from BNP Paribas to finance the acquisition. The financing consisted of $845 million of short-term debt financing and $500 million of contributed capital in exchange for 4,000,000 shares of BancWest Corporation Class A Common Stock, par value $0.01 per share. |
Adjustments to reflect funding of purchase:
| | | | |
| | | | |
Short-term debt issued to BNP Paribas | | $ | 845,000 | |
Capital infusion from BNP Paribas | | | | |
Common stock, par | | | 40 | |
Additional paid in capital | | | 499,960 | |
| | | |
Total capital infusion | | | 500,000 | |
| | | |
Total funding | | | 1,345,000 | |
| | | |
Transaction costs accrued as per note (A) above | | | 5,972 | |
Total purchase price | | | (1,329,221 | ) |
| | | |
Proceeds from debt and infusion not distributed to Commercial Federal shareholders | | $ | 21,751 | |
| | | |
5
BancWest Corporation and Subsidiaries
Notes to Unaudited Pro Forma Financial Statements (in thousands)
Purchase accounting entries made to Commercial Federal equity accounts:
| | | | |
| | | | |
Common stock, par | | $ | (383 | ) |
Retained earnings | | | (766,453 | ) |
Accumulated other comprehensive income | | | (5,648 | ) |
| | |
(C) | | The pro forma adjustments include the amortization/accretion of the purchase accounting adjustments to the historical cost of assets acquired and liabilities assumed. |
|
(D) | | Adjustment represents the net amortization of core deposit intangibles resulting from the acquisition of Commercial Federal and the elimination of core deposit amortization recorded by Commercial Federal. |
|
(E) | | Adjustment represents restructuring expense related to the acquisition of Commercial Federal. Both the Company and Commercial Federal recorded restructuring expenses in 2005. The remaining restructuring expense reported represents restructuring expense related to our previous acquisitions of Community First and USDB, which occurred in November 2004, and goodwill impairment recorded by Commercial Federal related to the sale of its mortgage servicing and broker correspondent bank origination network. |
|
(F) | | Adjustment reflects the effect of the acquisition on the provision for income taxes as if the Company’s effective tax rates of 38.7% and 37.5% for the year ended December 31, 2004 and nine months ended September 30, 2005, respectively, were applied to the pro forma combined income statements. |
2. | | Mortgage Servicing Business |
During 2005, Commercial Federal sold its mortgage servicing rights relating to mortgage loans serviced for other investors and its broker correspondent bank mortgage origination network. Because these sales were not directly attributable to the acquisition by BancWest Corporation and were not reported as discontinued operations, the results of such operations and amounts related to the sale are included in the Commercial Federal historical financial statements. The results of these operations were included as a part of the Mortgage Banking Segment in their Form 10-K for the period ended December 31, 2004 and as part of the Exited Operations Segment in their Form 10-Q for the period ended September 30, 2005.
3. | | Future Impact of Purchase Accounting Adjustments |
The pretax effect of the purchase accounting adjustments for each of the next five fiscal years is shown below, as they increase (decrease) net income:
| | |
2006 | | $16,297 |
2007 | | 5,429 |
2008 | | (1,421) |
2009 | | (5,606) |
2010 | | (4,951) |
6