SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file No. 1-10294
HIBERNIA
CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA
72-0724532
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
313 CARONDELET STREET, NEW ORLEANS, LOUISIANA
70130
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(504) 533-5332
Securities registered pursuant to Section 12 (b) of the Act:
CLASS A
COMMON STOCK, NO PAR VALUE
(Title of class)
NEW YORK
STOCK EXCHANGE
(Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 28, 2001.
Class A Common Stock, no par value $2,194,099,183
State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 28, 2001.
Class A Common Stock, no par value - 157,925,637
Portions of the Registrant’s annual report to shareholders for the year ended December 31, 2000 are incorporated by reference into Parts I and II of this Report.
Portions of the Registrant’s definitive proxy statement, which will be filed within 120 days of December 31, 2000, are incorporated by reference into Part III of this Report.
Certain information required by Form 10-K is incorporated by reference to the Annual Report as indicated below. Only that information expressly incorporated by reference is deemed filed with the Commission.
Item 1 Business
*
Item 2 Properties
*
Item 3 Legal Proceedings
*
Item 4 Submission of Matters to a Vote of Security Holders
None
Item X Identification of Executive Officers
*
Item 5 Market of the Registrant's Common Equity and Related
Stockholder Matters
***
Item 6 Selected Financial Data
***
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
***
Item 7a Qualitative and Quantitative Disclosures About Market Risk
***
Item 8 Financial Statements and Supplementary Data
***
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Item 13 Certain Relationships and Related Transactions
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
Report of Independent Auditors
***
Hibernia Corporation and Subsidiaries:
Consolidated Balance Sheets - December 31,
2000 and 1999
***
Consolidated Income Statements - Years Ended,
December 31, 2000, 1999 and 1998
***
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended
December 31, 2000, 1999 and 1998
***
Consolidated Statements of Cash Flows - Years
Ended December 31, 2000, 1999 and 1998
***
(b) Reports on Form 8-K
**
Item 5 Other Event
December 20, 2000
Item 5 Other Event
December 21, 2000
(c) Exhibits
**
* This information is included in the Form 10-K and is not incorporated by reference to the Annual Report.
** Reports on Form 8-K and Exhibits have been separately filed with the Commission.
*** This information is included in EX-13.
(1) The material required by Items 10 through 13 is incorporated by reference to the Company’s definitive Proxy Statement which will be filed with the Commission within 120 days of December 31, 2000; however, the “Executive Compensation Committee Report” and the “Stock Performance Graph” contained therein are not incorporated herein by reference.
Hibernia Corporation (Company) is a Louisiana business corporation organized in 1972. The Company became a bank holding company in 1973 and a financial holding company in 2000. As of December 31, 2000, the Company was the largest publicly traded bank and financial holding company headquartered in Louisiana with assets of $16.7 billion and deposits of $12.7 billion. Hibernia National Bank (Bank), the Company’s sole depository institution subsidiary, was chartered as a national banking association in 1933 and can trace its origins back to 1870. On January 1, 1999, Hibernia National Bank of Texas (formerly Texarkana National Bank which was chartered as a national banking association in 1887 and acquired by the Company in 1996) was merged with and into the Bank resulting in the Company operating a single depository institution in all of its markets. As a financial holding company the Company can offer a broader range of products and services that are financial in nature. In addition to the Bank, the Company also owns nonbank subsidiaries which engage in the insurance agency, investment banking, and small business investment company businesses.
As of December 31, 2000 the Company operated 265 locations in 34 Louisiana parishes and 16 Texas counties and two mortgage loan production and retail brokerage services offices in southern Mississippi. In 2000 the Company purchased three branches in East Texas from Compass Bank, which added approximately $115 million in deposits. Additionally, in 2000, the Company expanded services by completing the purchases of Southcoast Capital L.L.C., a full-service investment banking firm, and The Rosenthal Agency, Louisiana’s largest independent insurance brokerage firm. During 1999 the Company completed a merger with MarTex Bancshares, Inc. in East Texas which was accounted for as a pooling of interests, and purchased four Beaumont branches from Chase Bank of Texas, N.A. These transactions resulted in the addition of $785 million in assets and 13 banking offices in 1999. In 1998 the Company completed four mergers, three in Louisiana and one in East Texas, which were accounted for as poolings of interests. At December 31, 2000 the Company and its subsidiaries had 5,366 full-time equivalent employees.
The Company offers a broad array of financial products and services, including retail, small business, commercial, international, mortgage and private banking; leasing; factoring; investment banking; corporate finance; treasury management; property and casualty, life, and health insurance; trust and investment management; retail brokerage; and alternative investments, including mutual funds and annuities. The Company also performs mortgage servicing, which includes acceptance and application of mortgage loan and escrow payments.
The Company provides financial risk management products and advisory services to customers. These products are designed to assist customers in managing their exposure in the areas of interest rate and currency risks. The Company offers repurchase agreements, bankers acceptances, Eurodollar deposits, safekeeping of securities, U.S. Government and Government agency obligations, tax-free municipal obligations, reverse repurchase agreements, letters of credit, and collection and foreign exchange transactions.
Information on the Company’s various segments is presented by line of business. Each line of business is a strategic unit that provides various products and services to groups of customers that have certain common characteristics. The reportable operating segments are Commercial, Small Business, Consumer, and Investments and Public Funds. Further segment information is included in Note 24 of Notes to Consolidated Financial Statements in the Company’s Annual Report. The portion of the Company's revenue derived from foreign customers is not a material portion of its overall revenues.
As
a financial institution, the Company's primary asset is loans. At December 31,2000,
loans representd 73% of the Company's total assets.
The
reserve for loan losses is comprised of specific reserves (assessed for each
loan that is reviewed for impairment or for which a probable loss has been
identified), general reserves and an unallocated reserve. The
Company continuously evaluates its reserve for loan losses to maintain an
adequate level to absorb loan losses inherent in the loan portfolio. Reserves on
impaired loans are based on discounted cash flows using the loan’s initial
effective interest rate, the observable market value of the loan or the fair
value of the collateral for certain collateral-dependent loans. Factors
contributing to the determination of specific reserves include the financial
condition of the borrower, changes in the value of pledged collateral and
general economic conditions. General reserves are established based on
historical charge-offs considering factors which include risk rating, industry
concentration and loan type, with the most recent charge-off experience weighted
more heavily. The unallocated reserve, which is judgmentally determined,
generally serves to compensate for the uncertainty in estimating loan losses,
particularly in times of changing economic conditions, and considers the
possibility of improper risk ratings and possible over- or under-allocations of
specific reserves. It also considers the lagging impact of historical charge-off
ratios in periods where future charge-offs are expected to increase or decrease
significantly. In addition, the unallocated reserve considers trends in
delinquencies and nonaccrual loans, industry concentration, the volatility of
risk ratings and the evolving portfolio mix in terms of collateral, relative
loan size, the degree of seasoning in the various loan products and loans
recently acquired through mergers. Changes in underwriting standards, credit
administration and collection, regulation and other factors which impact credit
quality and collectibility of the loan portfolio also impact the unallocated
reserve levels. The results of reviews performed by internal and external
examiners are also considered. The
methodology used in the periodic review of reserve adequacy, which is performed
at least quarterly, is designed to be dynamic and responsive to changes in
actual and expected credit losses. These changes are reflected in both the
general and unallocated reserves. The historical loss ratios, which are key
factors in this analysis, are updated quarterly and are weighted more heavily
for recent charge-off experience. The review of reserve adequacy is performed by
executive management and presented to the Board of Directors for its review,
consideration, and ratification. See “Reserve and Provision for Loan
Losses” in Management’s Discussion and Analysis of Financial Condition
and Results of Operations in the Company’s Annual Report for a further
discussion of the reserve for loan losses. The
financial services industry in which the Company operates is highly competitive.
The Bank competes with national and state banks for deposits, loans, and trust
accounts and with savings and loan associations and credit unions for loans and
deposits. In addition, the Bank competes with other providers of financial
services, from both inside and outside Louisiana and Texas, including finance
companies, institutional buyers of commercial paper, money market funds,
brokerage firms, investment companies, insurance companies, insurance agencies
and governmental agencies. These competitors are actively engaged in marketing
various types of loans, commercial paper, short-term obligations, investments,
insurance and other products and services. The
Company anticipates that the intensity of competition among financial
institutions will increase as more companies receive the designation of
“financial holding company” under provisions of the Gramm-Leach-Bliley
Act (GLBA). The GLBA permits banks, securities firms, and insurance companies to
affiliate under an entity to be known as a “financial holding company”
which could then serve its customers’ varied financial needs through a
single corporate structure. The
financial services industry is extensively regulated under both federal and
state law. The Company is subject to regulation and examination by the Board of
Governors of the Federal Reserve System (FRB) and the Federal Reserve Bank of
Atlanta. The Bank is subject to regulation and examination by the Office of the
Comptroller of the Currency (OCC). The small business investment company
subsidiary is regulated by the Small Business Administration. Insurance agency
subsidiaries are regulated by the Louisiana Department of Insurance and the
Texas Department of Insurance performs a similar function with respect to
Hibernia Insurance Agency of Texas, Inc., whose activities are currently limited
to the sale, as agent, of credit life insurance and fixed annuities in Texas.
Hibernia Investments, L.L.C., a subsidiary of the Bank, and Hibernia Southcoast
Capital, Inc., a subsidiary of the Company, are regulated by the Securities and
Exchange Commission (SEC), the National Association of Securities Dealers, Inc.,
and the Louisiana Office of Financial Institutions, through the Deputy
Commissioner of Securities. The
Company is subject to the Bank Holding Company Act (BHCA), which requires the
Company to obtain the prior approval of the FRB to acquire a significant equity
interest in any additional banks or bank holding companies. Under the provisions
of the GLBA the Company is eligible to engage in nonbanking activities which are
financial in nature by notifying, or in certain cases obtaining the prior
approval of, the FRB. Under the GLBA, subsidiaries of financial holding
companies engaged in nonbank activities would be supervised and regulated by the
federal and state agencies which normally supervise and regulate such functions
outside of the financial holding company context. Although the FRB continues to
be the primary “umbrella” regulator of financial holding companies,
the GLBA limits the ability of the FRB to order a financial holding company
subsidiary which is regulated by the SEC or a state insurance authority to
provide funds or assets to an affiliated depository institution under the
FRB’s “source of strength” doctrine. The
Bank is subject to a number of laws regulating depository institutions,
including the Federal Deposit Insurance Corporation Improvement Act of 1991
which expanded the regulatory and enforcement powers of the federal bank
regulatory agencies, required that these agencies prescribe standards relating
to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, and mandated annual examinations of banks by
their primary regulators. The Bank is also subject to a number of consumer
protection laws and regulations of general applicability. The
banking industry is affected by the monetary and fiscal policies of the FRB. An
important function of the FRB is to regulate the national supply of bank credit
to moderate recessions and to curb inflation. Among the instruments of monetary
policy used by the FRB to implement its objectives are: open-market operations
in U. S. government securities, changes in the discount rate and the federal
funds rate (which is the rate banks charge each other for overnight borrowings),
and changes in reserve requirements on bank deposits.
The amounts and percentages of loans outstanding by type are as follows: The
following table shows selected categories of loans outstanding as of December
31, 2000, which, based on remaining scheduled repayments of principal, are due
in the periods indicated. In addition, the amounts contractually due after one
year are summarized according to their interest sensitivity.
The following is a summary of activity in the reserve for loan losses:
The
reserve for loan losses has been allocated according to the amount deemed to be
reasonably necessary to provide for probable credit losses inherent in the loan
portfolio within the categories of loans set forth in the table below. See
“Reserve and Provision for Loan Losses” in Management’s
Discussion and Analysis of Financial Condition and Results of Operations in the
Company’s Annual Report for a discussion of the factors which influence
management’s judgment in determining the adequacy of the reserve for loan
losses. The
following table shows large-denomination certificates of deposit as of December
31, 2000 by remaining maturity. Statements
in this Report Form 10-K that are not historical facts should be considered
forward-looking statements with respect to the Company. Forward-looking
statements of this type speak only as of the date of this 10-K. By nature,
forward-looking statements involve inherent risk and uncertainties. Various
factors, including, but not limited to, economic conditions, asset quality,
interest rates, loan demand, changes in consumer spending, borrowing and saving
habits, competition, government monetary policy, changes in laws and regulations
and changes in the assumptions used in making the forward-looking statements,
could cause actual results to differ materially from those contemplated by the
forward-looking statements. The
Company’s executive offices are located in downtown New Orleans, Louisiana,
in the main office of Hibernia National Bank. The Company leases its main office
building and operations center under the terms of sale/leaseback agreements. The
Company and the Bank consider all properties owned or leased to be suitable and
adequate for their intended purposes and consider the terms of existing leases
to be fair and reasonable. On
December 31, 2000 the Company reported miscellaneous property with a net book
value of $6,853,000. These properties include $4,267,000 of properties acquired
from borrowers either as a result of foreclosures or voluntarily in full or
partial satisfaction of indebtedness previously contracted and $2,586,000 of
duplicate or excess bank-owned premises. See “Asset Quality” in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations in the Company’s Annual Report for a further discussion of
these properties. The
Company and its subsidiaries are parties to certain pending legal proceedings
arising from matters incidental to their business. Management is of the opinion
that these actions will not have a material effect on the financial condition,
results of operations, or liquidity of the Company.
ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT
Following is a list of
executive officers of the Company as of March 15, 2001. Each executive officer
of the Company is elected annually by the Board of Directors and holds his or
her position until the earlier of (a) the next annual meeting of the Board of
Directors and the election and qualification of his or her successor or (b) his
or her removal or resignation from office.
PAUL J. BONITATIBUS, 52,
is Chief Community Banking Executive of the
Company and Hibernia National Bank, a position he assumed in February 2001.
Prior to that and since June 2000, Mr. Bonitatibus was Chairman of the Greater
New Orleans Region. Prior to June 2000 he was President of the Greater New Orleans
Market area.
J. HERBERT BOYDSTUN, 54,
became President and Chief Executive
Officer of the Company and Hibernia National Bank as of December 17, 2000. Prior
to that, since June 2000, Mr. Boydstun was Chief Community Banking Officer of
the Company and Hibernia National Bank. From 1996 to June 2000, Mr. Boydstun
was Chairman of the Southwest Region of the Company and Hibernia National Bank.
Mr. Boydstun served as Southcentral/Northeast Regional Chairman from 1995 to
1996 and as Northeast Regional Chairman from August 1994 until 1995. Mr.
Boydstun also serves on the Boards of Directors of the Company and Hibernia
National Bank.
E.R. "BO" CAMPBELL, 60,
is Vice Chairman of the Board of
Directors of the Company and Hibernia National Bank. Mr. Campbell also served on
the Board of Directors of Hibernia National Bank of Texas, and as its Chairman
during a portion of 1998, until that bank was merged into Hibernia National
Bank. Mr. Campbell served as Northern Regional Chairman of the Company and
Hibernia National Bank from January 1995 until 1997.
K. KIRK DOMINGOS III, 59,
Senior Executive Vice President/Retail Arena and Technology of the Company and
Hibernia National Bank, assumed those responsibilities in September 1997. Mr.
Domingos is responsible for the consumer and business banking product lines and
various business lines, primarily consumer related. He also has responsibility
for certain administrative functions of the Company. Mr. Domingos has been
employed by the Company and/or its subsidiaries since August 1975 and assumed
the position of Senior Executive Vice President responsible for Support Services
in August 1994 and the position of Executive Vice President and Administrative
Executive of the Company and Hibernia National Bank in August 1991.
MARSHA M. GASSAN, 48,
serves as Senior Executive Vice President and Chief Financial Officer of the
Company and Hibernia National Bank, positions which she assumed in April 1996.
During 1998 and a portion of 1999, Ms. Gassan also served as Treasurer of the
Company and Hibernia National Bank. Prior to April 1996, Ms. Gassan served as
Executive Vice President, General Auditor and manager of Credit Risk Management
of the Company and Hibernia National Bank (from 1994 to 1996), and as Senior
Vice President and manager of Credit Risk Management (from 1992 to 1994).
RUSSELL S. HOADLEY, 56,
serves as Executive Vice President/Employee and Public Relations for the Company
and Hibernia National Bank, a position he assumed in 1994. From the time he
joined the Company in July 1993 until his promotion in 1994, Mr. Hoadley served
as Senior Vice President/Public Affairs and Marketing for the Company and
Hibernia National Bank.
RANDALL E. HOWARD, 53,
serves as Chief Commercial Banking Executive of the Company and Hibernia
National Bank, a position he assumed in June 2000. Prior to that and since
February 1998, Mr. Howard was Chairman of the Southeast Region for the Company
and Hibernia National Bank. From 1987 to February 1998, Mr.
Howard served as President and Chief Executive Officer of ArgentBank, a
Louisiana banking association headquartered in Thibodaux, Louisiana, which was
merged with and into Hibernia National Bank in early 1998. Mr. Howard was
elected to the Boards of Directors of the Company and Hibernia National Bank on
December 20, 2000 to fill a vacancy on the Board.
RONALD E. SAMFORD, JR., 48,
serves as Executive Vice President and Controller of the Company and Hibernia
National Bank and Chief Accounting Officer of the Company, positions which he
has held since November 1992.
RICHARD G. WRIGHT, 51,
serves as Senior Executive Vice President and Chief Credit Officer of the
Company and Hibernia National Bank, a position which he assumed in March 1996.
Mr. Wright is also responsible for credit services, which includes loan
operations. From August 1994 until March 1996, Mr. Wright served as Executive
Vice President/Credit Policy and Analysis of the Company and Hibernia National
Bank, and from the time he joined the Company in May 1992 until August 1994, he
served as Senior Vice President in the Credit and Asset Quality area of the
Company and Hibernia National Bank. Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on March 28, 2001
on its behalf by the undersigned, thereunto duly authorized. Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed on March 28, 2001, by the following persons on behalf of the Registrant
and in the capacities indicated.
/s/ Marsha M. Gassan
/s/ Ronald E. Samford, Jr.COMPETITION
SUPERVISION
AND REGULATION
LOAN PORTFOLIO
December 31
- -----------------------------------------------------------------------------------------
($ in thousands) 2000 1999 1998
- -----------------------------------------------------------------------------------------
% of % of % of
Amount Total Amount Total Amount Total
Commercial, financial
and agricultural ....... $ 3,125,067 26% $ 3,213,764 30% $ 3,219,516 33%
Real estate-construction.. 158,429 1 155,200 1 178,389 2
Real estate-mortgage ..... 5,816,524 48 4,979,180 46 4,328,788 44
Consumer ................. 2,515,462 21 1,978,303 18 1,628,714 16
Lease financing .......... 167,406 1 102,677 1 32,869 -
All other ................ 341,790 3 427,552 4 518,918 5
- -----------------------------------------------------------------------------------------
$12,124,678 100% $10,856,676 100% $ 9,907,194 100%
=========================================================================================
December 31
- ---------------------------------------------------------------------
($ in thousands) 1997 1996
- ---------------------------------------------------------------------
% of % of
Amount Total Amount Total
Commercial, financial
and agricultural ....... $ 2,526,628 30% $ 1,864,371 27%
Real estate-construction.. 119,110 2 91,390 2
Real estate-mortgage ..... 3,880,342 46 3,190,662 46
Consumer ................. 1,506,594 18 1,517,046 22
Lease financing .......... 31,031 - 16,162 -
All other ................ 323,524 4 214,849 3
- ---------------------------------------------------------------------
$ 8,387,229 100% $ 6,894,480 100%
=====================================================================
SELECTED LOAN
MATURITIES
Maturing
- --------------------------------------------------------------------------------
After One
Within But Within After
($ in thousands) One Year Five Years Five Years Total
- --------------------------------------------------------------------------------
Commercial, financial and
agricultural ............ $1,353,758 $1,536,767 $234,542 $3,125,067
Real estate-construction... 118,104 28,791 11,534 158,429
- --------------------------------------------------------------------------------
$1,471,862 $1,565,558 $246,076 $3,283,496
================================================================================
Interest Sensitivity
- --------------------------------------------------------------------------------
Fixed Variable
Rate Rate
- --------------------------------------------------------------------------------
Due after one but within five years $368,299 $1,197,259
Due after five years 108,321 137,755
- --------------------------------------------------------------------------------
$476,620 $1,335,014
================================================================================
SUMMARY OF
LOAN LOSS EXPERIENCE
Year Ended December 31
- ----------------------------------------------------------------------------------------------
($ in thousands) 2000 1999 1998 1997 1996
- ----------------------------------------------------------------------------------------------
Balance of reserve for
loan losses
at beginning of period ...... $ 156,072 $ 130,347 $ 126,557 $ 146,097 $ 167,505
Addition due to purchased
transactions ................ 450 3,035 - 479 6,413
Transfer due to securitizations (68) (182) - - -
Loans charged off:
Commercial, financial,
and agricultural .......... (65,277) (53,427) (11,262) (11,420) (6,137)
Real estate - construction .. (1) (7) (151) (50) (76)
Real estate - mortgage ...... (17,173) (3,995) (4,404) (5,392) (2,697)
Consumer .................... (28,761) (22,988) (24,917) (29,294) (27,411)
Lease financing ............. (1,034) (172) - - -
All other ................... (207) (2,777) (154) (261) (339)
- ----------------------------------------------------------------------------------------------
Total charge offs ... (112,453) (83,366) (40,888) (46,417) (36,660)
- ----------------------------------------------------------------------------------------------
Recoveries of loans
previously charged off:
Commercial, financial,
and agricultural .......... 3,915 4,154 3,031 3,854 6,915
Real estate - construction .. 58 292 470 103 138
Real estate - mortgage ...... 2,523 6,618 6,542 8,647 5,357
Consumer .................... 7,055 7,326 7,120 10,118 7,890
Lease financing ............. 3 - - - -
All other ................... 48 48 289 243 426
- ----------------------------------------------------------------------------------------------
Total recoveries .......... 13,602 18,438 17,452 22,965 20,726
- ----------------------------------------------------------------------------------------------
Net loans charged off ......... (98,851) (64,928) (23,436) (23,452) (15,934)
Additions to reserve
charged to operating
expense ..................... 120,650 87,800 27,226 3,433 (11,887)
- ----------------------------------------------------------------------------------------------
Balance at end of period ...... $ 178,253 $ 156,072 $ 130,347 $ 126,557 $ 146,097
==============================================================================================
Ratio of net charge-offs
to average loans outstanding 0.86% 0.62% 0.26% 0.31% 0.26%
==============================================================================================
ALLOCATION OF
RESERVE FOR LOAN LOSSES
- ----------------------------------------------------------------------------------------------
($ in thousands) 2000 1999 1998 1997 1996
- ----------------------------------------------------------------------------------------------
Reserve at end of period:
Commercial, financial and
agricultural (1) ........ $ 59,618 $ 46,136 $ 27,797 $ 19,024 $ 18,823
Real estate - construction . 1,728 1,419 952 718 698
Real estate - mortgage ..... 31,390 21,783 13,709 18,511 22,280
Consumer ................... 56,994 47,234 50,215 53,464 63,646
Not allocated .............. 28,523 39,500 37,674 34,840 40,650
- ----------------------------------------------------------------------------------------------
$ 178,253 $ 156,072 $ 130,347 $ 126,557 $ 146,097
==============================================================================================
(1) Includes lease financings
MATURITIES OF
LARGE-DENOMINATION CERTIFICATES OF DEPOSIT
- -------------------------------------------------------------
($ in thousands) Domestic Foreign
- -------------------------------------------------------------
3 months or less ................ $ 955,830 $ 628,348
Over 3 months through 6 months... 385,520 -
Over 6 months through 12 months.. 432,065 -
Over 12 months through 5 years... 297,007 -
Over 5 years .................... 3,086 -
- -------------------------------------------------------------
Total ...................... $2,073,508 $ 628,348
=============================================================
FORWARD-LOOKING
STATEMENTS
ITEM 2.
PROPERTIES
ITEM 3. LEGAL
PROCEEDINGS
PART IV
ITEM 14.
EXHIBITS
EXHIBIT DESCRIPTION
3.1
Exhibit 3.1 to the Quarterly Report on Form 10-Q (as amended) for the fiscal
quarter ended June 30, 1998, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference (Articles of
Incorporation of the Registrant, as amended to date)
3.2
By-Laws of the Registrant, as amended to date
10.13
Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Deferred Compensation Plan for
Outside Directors of Hibernia Corporation and its Subsidiaries, as amended to date)
10.14
Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Hibernia Corporation Executive
Life Insurance Plan)
10.16
Exhibit 4.7 to the Registration Statement on Form S-8 filed
with the Commission by the Registrant (Registration No.
33-26871) is hereby incorporated by reference (Hibernia
Corporation 1987 Stock Option Plan, as amended to date)
10.34
Exhibit C to the Registrant’s definitive proxy statement dated August 17,
1992, relating to its 1992 Annual Meeting of Shareholders, filed by the
Registrant with the Commission is hereby incorporated by reference (Long-Term
Incentive Plan of Hibernia Corporation)
10.35
Exhibit 10.35 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000, filed with the Commission by the Registrant (Commission File No.
0-7220) is hereby incorporated by reference (1993 Director Stock Option Plan of
Hibernia Corporation, as amended to date)
10.38
Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1999,filed with the Commission by the Registrant (Commission File No. 0-7220) is hereby
incorporated by reference (Employment Agreement between E. R. "Bo" Campbell and
Hibernia Corporation)
10.40
Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Split-Dollar Life Insurance
Plan of Hibernia Corporation effective as of July 1996, amended in certain
limited respects as described in Appendix A to Contract Buyout and Separation
Agreement filed as Exhibit 10.46)
10.41
Exhibit 10.41 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Nonqualified Deferred
Compensation Plan for Key Management Employees of Hibernia Corporation effective
as of July 1996)
10.42
Exhibit 10.42 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Supplemental Stock Compensation
Plan for Key Management Employees effective as of July 1996)
10.43
Exhibit 10.43 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Nonqualified Target Benefit
(Deferred Award) Plan of Hibernia Corporation effective as of July 1996)
10.44
Exhibit 10.44 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000, filed with the Commission by the Registrant (Commission File
No. 0-7220) is hereby incorporated by reference (Form of Change of Control
Employment Agreement for Executive and Senior Officers of the Registrant, as
amended to date)
10.45
Exhibit 10.45 to the Annual Report on Form 10-K (as amended) for the fiscal year
ended December 31, 1997, filed with the Commission by the Registrant (Commission
File No. 0-7220) is hereby incorporated by reference (Employment Agreement
between Randall A. Howard and Hibernia Corporation)
10.46
Contract Buyout and Separation Agreement by and between Hibernia Corporation,
Hibernia National Bank and Stephen A. Hansel
10.47
Hibernia Corporation 2001 Nonqualified Stock Option Agreement by and between
Hibernia Corporation and Stephen A. Hansel (the form of which is included as
Appendix C to the Contract Buyout and Separation Agreement filed as Exhibit 10.46)
13
2000 Annual Report to security holders of Hibernia Corporation
(excluding the portions thereof not incorporated by reference in this report)
21
Subsidiaries of the Registrant
23
Consent of Independent Auditors
24
Powers of Attorney
99.1
Exhibit 99.1 to the Annual Report on Form 10-K (as amended)
dated June 27, 2000, filed with the Commission, is hereby incorporated by reference
(Annual Report of the Retirement Security Plan for the fiscal year ended
December 31, 1999)
99.2
Exhibit 99.2 to the Annual Report on Form 10-K (as amended)
dated June 27, 2000, filed with the Commission, is hereby incorporated by reference
(Annual Report of the Employee Stock Ownership Plan and Trust for the fiscal
year ended December 31, 1999)
SIGNATURES
HIBERNIA CORPORATION
(Registrant)
By: /s/ J. Herbert Boydstun
J. Herbert Boydstun
President and Chief Executive Officer
Marsha M. Gassan
Ronald E. Samford, Jr.
Senior Executive Vice President
Executive Vice President and Controller
Chief Financial Officer
Chief Accounting Officer
Robert H. Boh*, Director
Sidney W. Lassen*, Director
J. Herbert Boydstun*, Director
Donald J. Nalty*, Director
E.R. "Bo" Campbell*, Director
Ray B. Nesbitt*, Director
Richard W. Freeman, Jr.*, Director
William C. O'Malley*, Director
Dick H. Hearin*, Director
James R. Peltier*, Director
Robert T. Holleman*, Director
Robert T. Ratcliff*, Director
Randall E. Howard*, Director
Janee M. Tucker*, Director
Elton R. King*, Director
*By: /s/ Cathy E. Chessin
Cathy E. Chessin
Attorney-in-fact