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Index to Financial Statements

UNITED STATES

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, 2004

Commission file No. 1-10294

HIBERNIA CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (504) 533-2831

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

Indicated 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. ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Act). YES x NO ¨

The aggregate market value of the voting common stock held by non-affiliates of the Registrant, based on the closing price of the New York Stock Exchange on June 30, 2004, which was the last trading day of the most recently completed second quarter of fiscal 2004, of $24.30 was $3,638,702,058

The aggregate number of shares outstanding of each of

the Registrant’s classes of common stock as of February 28, 2005.

Class A Common Stock, no par value – 155,155,016

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s annual report to shareholders for the year ended December 31, 2004 are incorporated by reference into Parts II and IV of this Report.

Portions of the Registrant’s definitive proxy statement for its 2005 Annual Meeting, which will be filed within 120 days of December 31, 2004, are incorporated by reference into Part III of this Report.

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INDEX TO FORM 10-K

Certain information required by Form 10-K is incorporated by reference to the Annual Report as indicated by page number reference or “**” below. Only that information expressly incorporated by reference is deemed filed with the Commission.

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Index to Financial Statements

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Index to Financial Statements

PART I

Hibernia Corporation (the 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, 2004, the Company was the largest publicly traded financial holding company headquartered in Louisiana with assets of $22.3 billion and deposits of $17.4 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. As a financial holding company, the Company can offer a broad range of products and services that are financial in nature. In addition to the Bank, the Company also owns nonbank subsidiaries which engage in insurance brokerage and investment banking businesses.

As of December 31, 2004, the Company operated in 314 locations in 34 Louisiana parishes and 34 Texas counties and two mortgage loan production and retail brokerage services offices in southern Mississippi. The Company also maintains a transactional website that offers certain banking services online.

Effective May 13, 2004, Hibernia merged with Coastal Bancorp, Inc. (Coastal), parent of a $2.7-billion-asset Texas savings bank. The transaction significantly expanded Hibernia’s presence in Houston and provided entry into Austin, Corpus Christi, the Rio Grande Valley and other communities in South Texas. The merger was accounted for as a purchase, and the results for 2004 include the operating results of Coastal from the date of consummation of the merger. Following the completion of the merger, loans and deposits reached record levels.

On April 28, 2004, Hibernia National Bank purchased 50% of the outstanding shares of The MerchantNet.com Corporation (MerchantNet), with an option to purchase the remaining 50% at a later date. MerchantNet is a provider of payment solutions for merchants and is currently doing business under the name “Hibernia Merchant Services.”

The Company began a de novo office expansion into high-growth Texas markets in 2003 with the opening of three branches. During 2004, 12 new offices were built in the Dallas-Fort Worth and Houston markets. The Company plans to open approximately 20 new branches in those markets in 2005. In addition, the Board of Directors has authorized an additional capital investment to extend the program. The Company expects to have opened approximately 70 offices as part of the Texas de novo expansion by 2007.

In 2002, the Company enhanced its expertise in life insurance and financial planning by purchasing Friedler/LaRocca Financial Partners, L.L.C., a New Orleans based firm specializing in life insurance and other financial services for wealthy clients.

The Company offers a broad array of financial products and services, including retail, small business, commercial, international, mortgage and private banking; leasing; investment banking; corporate finance; treasury management; merchant processing; property and casualty, life, and health insurance; trust and investment management; and retail brokerage, and provides access to alternative investments, including stocks, bonds, mutual funds and annuities.

The Company also 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.

At December 31, 2004, the Company and its subsidiaries had 6,210 full-time equivalent employees.

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 Company’s reportable operating segments are Consumer, Small Business, Commercial, and Investments and Public Funds. The Other segment includes the areas of support services and facilities management. Further segment information is included in Note 29 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report. For a discussion of operating results, see the “Segment Results” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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.

The Company’s primary assets are loans. At December 31, 2004, loans represented 70% of the Company’s total assets.

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Index to Financial Statements

The reserve for loan losses is maintained to provide for probable credit losses related to specifically identified loans and for losses inherent in the loan portfolio that have been incurred as of the balance sheet date. 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 loans identified as impaired are based on discounted expected 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. Commercial and small business nonaccrual loans are considered to be impaired in accordance with the provisions of Statements of Financial Accounting Standards (SFAS) No. 114, “Accounting by Creditors for Impairment of a Loan,” when it is probable that all amounts due in accordance with the contractual terms will not be collected. For purposes of determining impairment, consumer loans are collectively evaluated as they are considered to be comprised of large groups of smaller-balance homogenous loans and therefore are not individually evaluated for impairment under the provision of SFAS No. 114. 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 primarily 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. These general reserves are then adjusted for other factors which could impact expected losses including the lagging impact of historical charge-off ratios in periods where future charge-offs are expected to increase or decrease significantly. In addition, management 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 the credit quality and collectibility of the loan portfolio as well as reviews performed by internal and external examiners are also considered. 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 over- or under-allocations of specific reserves.

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 quarterly 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.

COMPETITION

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, merchant processors and governmental agencies. These competitors are actively engaged in marketing various types of loans, deposits, commercial paper, short-term obligations, investments, insurance and other products and services.

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SUPERVISION AND REGULATION

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). Insurance agency subsidiaries are regulated by state agencies in the states in which they operate. 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 small business investment company subsidiary is regulated by the Small Business Administration. 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 Gramm-Leach-Bliley Act (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 are 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, including the USA PATRIOT Act, which is designed to identify, prevent and deter international money laundering and terrorist financing.

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 (the rate banks charge each other for overnight borrowings), and changes in reserve requirements on bank deposits.

The Company is also subject to the provisions of the Sarbanes–Oxley Act of 2002 (the Act), which was signed into law on July 30, 2002. The Act addresses many aspects of financial accounting, corporate governance and public company disclosure. Among other things, it establishes a comprehensive framework for the oversight of public company auditing and for strengthening the independence of auditors and audit committees. Under the Act, audit committees are responsible for the appointment, compensation and oversight of the work of the auditors. The non-audit services that can be provided to a company by its auditor are limited. Audit committee members are subject to specific rules addressing their independence. The Act also requires enhanced and accelerated financial disclosures, and it establishes various responsibility measures (including, for example, requiring the chief executive officer and chief financial officer to certify to the quality of a company’s financial reporting). The Act imposes restrictions on and accelerated reporting requirements for certain insider trading activities. It imposes a variety of penalties for fraud and other violations and creates a new federal felony for securities fraud.

Section 404 of the Act became effective for the year ended December 31, 2004. This section requires management to state its responsibility for establishing and maintaining an adequate internal control structure and procedures for financial control and to include an assessment of the effectiveness of the internal control structure and procedures for financial reporting as of the most recent fiscal year end. In addition, this section requires the registered accounting firm that issues the audit report to attest and report on the assessment made by management. Management’s report and the related attestation report from the Company’s registered public accounting firm are included with the Company’s consolidated financial statements.

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LOAN PORTFOLIO

The amounts and percentages of loans outstanding by type are as follows.

SELECTED LOAN MATURITIES

The following table shows selected categories of loans outstanding as of December 31, 2004, 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.

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SUMMARY OF LOAN LOSS EXPERIENCE

The following is a summary of activity in the reserve for loan losses.