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CONTENTS
UNITED STATES OF AMERICA
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, 2003 |
Commission file number
0-9439 |
INTERNATIONAL BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas
(State of Incorporation) |
74-2157138
(I.R.S. Employer Identification No.) |
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1200 San Bernardo Avenue Laredo, Texas 78042-1359 (Address of principal executive office and Zip Code) |
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(956) 722-7611 (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class None |
Name of Each Exchange on
Which Registered None |
Securities
Registered Pursuant to Section 12(g) of the Act:
Common Stock ($1.00 par value)
(Title of Class)
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 ý No o
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. Yes o
Indicate by check mark whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes
ý
No
o
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2003 was $1,429,000,000 based on the closing sales price of the stock on such date.
As of March 5, 2004, there were 38,777,088 shares of the Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the designated parts of this Form 10-K: (a) Annual Report to security holders for the fiscal year ended December 31, 2003 (in Parts I and II).
CONTENTS
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Page
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PART I | |||
Item 1. |
Business |
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4 |
Item 2. | Properties | 15 | |
Item 3. | Legal Proceedings | 15 | |
Item 4. | Submission of Matters to a Vote of Security Holders | 15 | |
PART II |
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Item 5. |
Market for the Registrant's Common Equity and Related Stockholder Matters |
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16 |
Item 6. | Selected Financial Data | 16 | |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 16 | |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 16 | |
Item 8. | Financial Statements and Supplementary Data | 16 | |
Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 16 | |
Item 9A. | Controls and Procedures | 16 | |
PART III |
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Item 10. |
Directors and Executive Officers of the Registrant |
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17 |
Item 11. | Executive Compensation | 19 | |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 | |
Item 13. | Certain Relationships and Related Transactions | 23 | |
Item 14. | Principal Accountant Fees and Services | 23 | |
PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
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24 |
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Special Cautionary Notice Regarding Forward Looking Information
Certain matters discussed in this report, excluding historical information, include forward-looking statements. Although International Bancshares Corporation (the "Company") believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached. The words "estimate," "expect," "intend" and "project," as well as other words or expressions of similar meaning are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this annual report. Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors.
Factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others the following possibilities:
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General
The Company is a financial holding company with its principal corporate offices in Laredo, Texas. Four bank subsidiaries provide commercial and retail banking services through over 100 main banking and branch facilities located in 35 communities in South, Central and Southeast Texas. The Company was originally incorporated under the General Corporation Law of the State of Delaware in 1979. Effective June 7, 1995, the Company's state of incorporation was changed from Delaware to Texas. The Company was organized for the purpose of operating as a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, and as such, is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the "FRB"). As a registered bank holding company, the Company may own one or more banks and may engage directly, or through subsidiary corporations, in those activities closely related to banking which are specifically permitted under the Bank Holding Company Act and by the FRB. Effective March 13, 2000, the Company became certified as a financial holding company. As a financial holding company, the company may engage in a broad list of financial and non-financial activities. The Company's principal assets at December 31, 2003 consisted of all the outstanding capital stock of four Texas state banking associations (the "Banks" or "bank subsidiaries"). All of the Company's bank subsidiaries are members of the Federal Deposit Insurance Corporation.
The bank subsidiaries are in the business of gathering funds from various sources and investing these funds in order to earn a return. Funds gathering primarily takes the form of accepting demand and time deposits from individuals, partnerships, corporations and public entities. Investments principally are made in loans to various individuals and entities as well as in debt securities of the U.S. Government and various other entities whose payments are guaranteed by the U.S. Government. Historically, the bank subsidiaries have primarily focused on providing commercial banking services to small and medium sized businesses located in its trade area and international banking services. In recent years, the bank subsidiaries have also emphasized consumer and retail banking, including mortgage lending, as well as branches situated in retail locations and shopping malls.
The Company's philosophy focuses on customer service as represented by its motto, "We Do More." The Banks maintain a strong commitment to their local communities by, among other things, appointing selected members of the communities in which the Banks branches are located to local advisory boards (the "local boards"). The local boards direct the operations of the branches, with the supervision of the lead Bank's board of directors, and assist in introducing prospective customers to the Banks as well as developing or modifying products and services to meet customer needs. The Banks function largely on a decentralized basis and the Company believes that such decentralized structure enhances the commitment of the Banks to the communities in which their branches are located. In contrast to many of its principal competitors, the credit decisions of the Banks are made locally and promptly. The Company believes that the knowledge and expertise afforded by the local boards are key components to sound credit decisions. Expense control is an essential element in the Company's profitability. The Company has centralized virtually all of the Banks' back office support and investment functions in order to achieve consistency and cost efficiencies in the delivery of products and services.
On July 28, 1980, the Company acquired all of the outstanding shares of its predecessor, International Bank of Commerce ("IBC"), which is today the flagship bank of the Company, representing 80% of the Company's banking assets. IBC was chartered under the banking laws of Texas in 1966 and has its principal place of business at 1200 San Bernardo Avenue, Laredo, Webb County, Texas. It is a wholly-owned subsidiary of the Company. Since the acquisition of the flagship bank in 1980, the Company has formed three banks: (i) Commerce Bank, a Texas state banking association which commenced operations in 1982, located in Laredo, Texas ("Commerce Bank"); (ii) International
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Bank of Commerce, Brownsville, a Texas state banking association which commenced operations in 1984, located in Brownsville, Texas ("IBC-Brownsville"); and (iii) International Bank of Commerce, Zapata, a Texas state banking association which commenced operations in 1984, located in Zapata, Texas ("IBC-Zapata").
During the last several years, the Company has acquired various financial institutions and banking assets in its trade area. The community-focus of the subsidiary banks and the involvement of the local boards has resulted in the Company becoming aware of acquisition possibilities in the ordinary course of its business and in many instances before other potential purchasers. The Company's decision to pursue an acquisition is based on a multitude of factors, including the ability to efficiently assimilate the operations and assets of the acquired entity, the cost efficiencies to be attained and the growth potential of the market.
On January 22, 2004, the Company entered into a definitive agreement to acquire Local Financial Corporation ("LFIN"), an Oklahoma based bank holding company with $2.9 billion in assets. The transaction is subject to regulatory approvals, approval by the shareholders of LFIN and certain other conditions set forth in the definitive agreement. It is anticipated that the transaction will close in the summer of 2004. Once the LFIN transaction is consummated, the Company believes it will be immediately accretive to its earnings per share.
The Company also has four direct non-banking subsidiaries. They are (i) IBC Life Insurance Company, a Texas chartered subsidiary which reinsures a small percentage of credit life and accident and health risks related to loans made by bank subsidiaries, (ii) IBC Trading Company, an export trading company which is currently inactive, (iii) IBC Subsidiary Corporation, a second-tier bank holding company incorporated in the State of Delaware, and (iv) IBC Capital Corporation, a company incorporated in the State of Delaware for the purpose of holding certain investments of the Company. The Company also owns a controlling interest in Gulfstar Group I, Ltd. and related entities, which are involved in investment banking and merchant banking activities.
Website Access to Reports
The Company makes its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Form 3, 4, and 5 and amendments to those reports, filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 available free of charge on or through the Company's internet website, www.ibc.com , as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC") with the exception of the filings on Form 3, 4 and 5, which will be posted to the website by the end of the business day after the form is filed. Additionally, the Company has posted on its website a code of ethics that applies to its directors and executive officers (including the Company's chief executive officer and financial officer). The Company's website also includes the charter for its Audit Committee.
Services and Employees
The Company, through its bank subsidiaries, IBC, Commerce Bank, IBC Zapata and IBC Brownsville, is engaged in the business of banking, including the acceptance of checking and savings deposits and the making of commercial, real estate, personal, home improvement, automobile and other installment and term loans. Certain of the bank subsidiaries are very active in facilitating international trade along the United States border with Mexico and elsewhere. The international banking business of the Company includes providing letters of credit, making commercial and industrial loans, and a nominal amount of currency exchange. Each bank subsidiary also offers other related services, such as credit cards, travelers' checks, safety deposit, collection, notary public, escrow, drive-up and walk-up facilities and other customary banking services. Additionally, each bank subsidiary makes available certain securities products through third party providers. The bank subsidiaries also make
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banking services available during traditional and nontraditional banking hours through their network of over 200 automated teller machines, and through their over 100 branches situated in retail locations and shopping malls. In addition, IBC provides IBC Bank Online, an Internet banking product, in order to provide customers online access to banking information and services 24 hours a day.
The Company owns U.S. service mark registrations for "INTERNATIONAL BANK OF COMMERCE," "WALL STREET INTERNATIONAL," "INTERNATIONAL BANK OF COMMERCE CENTRE," "OVERDRAFT COURTESY," "IBC," "IBC CONNECTION," "IBC ELITE," "IBC ELITE ADVANTAGE," "IBC BANK," "IBC OVERDRAFT COURTESY," "BIZ RITE CHECKING," "GOT YOU COVERED," "OVERDRAFT COURTESY GOT YOU COVERED," and "IT'S A BRIGHTER CHRISTMAS" as well as a design mark depicting the United States and Mexico and a design mark depicting "WALL STREET INTERNATIONAL." In addition, the Company owns Texas service mark registrations for "RITE CHECK," "THE CLUB," "WALL STREET INTERNATIONAL," "INTERNATIONAL BANK OF COMMERCE" and design marks depicting "CHECK'N SAVE" and "WALL STREET INTERNATIONAL," as well as a design mark depicting the United States and Mexico. Also, IBC owns certain pending applications for federal registrations of other proprietary service marks and is regularly investigating the availability of service mark registrations related to certain proprietary products.
No material portion of the business of the Company may be deemed seasonal and the deposit and loan base of the Company's bank subsidiaries is diverse in nature. There has been no material effect upon the Company's capital expenditures, earnings or competitive position as a result of Federal, State or local environmental regulation.
As of December 31, 2003, the Company and its subsidiaries employed approximately 1,667 persons full-time and 318 persons part-time.
Competition
The Company is the largest minority-owned bank holding company in the United States, with more than a majority of its common stock being held by Hispanic shareholders. The Company is the second largest independent Texas bank holding company. The primary market area of the Company is South, Central and Southeast Texas, an area bordered on the east by the Houston area, to the northwest by Austin, to the southwest by Del Rio and to the southeast by Brownsville. The Company has increased its market share in its primary market area over the last seven years through strategic acquisitions. The Company, through its bank subsidiaries, competes for deposits and loans with other commercial banks, savings and loan associations, credit unions and non-bank entities, which non-bank entities serve as an alternative to traditional financial institutions and are considered to be formidable competitors. The percentage of bank-related services being provided by non-bank entities has increased dramatically during the last several years.
The Company and its bank subsidiaries do a significant amount of business for customers domiciled in Mexico, with an emphasis in Northern Mexico. Deposits from persons and entities domiciled in Mexico comprise a significant and stable portion of the deposit base of the Company's bank subsidiaries. Such deposits comprised approximately 39%, 41% and 40% of the bank subsidiaries' total deposits as of December 31, 2003, 2002 and 2001, respectively.
Under the Gramm-Leach-Bliley Act ("GLBA"), effective March 11, 2000, banks, securities firms and insurance companies may affiliate under an entity known as a financial holding company which may then serve its customers' varied financial needs through a single corporate structure. The GLBA has significantly changed the competitive environment in which the Company and its subsidiaries conduct business. The financial services industry is also likely to become even more competitive as further technological advances enable more companies to provide financial services. These
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technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.
Supervision and Regulation
GENERAL-THE COMPANY. In addition to the generally applicable state and Federal laws governing businesses and employers, the Company and its bank subsidiaries are further extensively regulated by special Federal and state laws governing financial institutions. These laws comprehensively regulate the operations of the Company's bank subsidiaries and include, among other matters, requirements to maintain reserves against deposits; restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon; restrictions on the amounts, terms and conditions of loans to directors, officers, large shareholders and their affiliates; restrictions related to investments in activities other than banking; and minimum capital requirements. With few exceptions, state and Federal banking laws have as their principal objective either the maintenance of the safety and soundness of the Federal deposit insurance system or the protection of consumers, rather than the specific protection of shareholders of the Company. Further, the earnings of the Company are affected by the fiscal and monetary policies of the Federal Reserve System, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. These monetary policies influence to a significant extent the overall growth of bank loans, investments and deposits and the interest rates charged on loans or paid on time and savings deposits. The nature of future monetary policies and the effect of such policies on the future earnings and business of the Company cannot be predicted.
FRB APPROVALS. The Company is a registered bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended ("BHCA"), and is subject to supervision by the FRB and to a certain extent the Texas Department of Banking (the "DOB"). The Company is required to file with the FRB annual reports and other information regarding the business operations of itself and its subsidiaries. It is also subject to examination by the FRB. Under the BHCA, a bank holding company is, with limited exceptions, prohibited from acquiring direct or indirect ownership or control of any voting stock of any company which is not a bank or bank holding company, and must engage only in the business of banking, managing, controlling banks, and furnishing services to or performing services for its subsidiary banks. One of the exceptions to this prohibition is the ownership of shares of any company provided such shares do not constitute more than 5% of the outstanding voting shares of the company and so long as the FRB does not disapprove such ownership. Another exception to this prohibition is the ownership of shares of a company the activities of which the FRB has specifically determined to be so closely related to banking, managing or controlling banks as to be a proper incident thereto.
The BHCA and the Change in Bank Control Act of 1978 require that, depending on the circumstances, either FRB approval must be obtained or notice must be furnished to the FRB and not disapproved prior to any person or company acquiring "control" of a bank holding company, such as the Company, subject to certain exceptions for certain transactions. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. Control is rebuttably presumed to exist if a person acquires 10% or more but less than 25% of any class of voting securities where the bank holding company, such as the Company, has registered Securities under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act").
As a bank holding company, the Company is required to obtain approval prior to merging or consolidating with any other bank holding company, acquiring all or substantially all of the assets of any bank or acquiring ownership or control of shares of a bank or bank holding company if, after the acquisition, the Company would directly or indirectly own or control 5% or more of the voting shares of such bank or bank holding company.
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THE USA PATRIOT ACT. On October 26, 2001, the President signed into law a comprehensive anti-terrorism legislation entitled Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (the "Act"). Title III of the Act constitutes the USA PATRIOT ACT. The USA PATRIOT ACT substantially expands and changes the responsibilities of U.S. financial institutions with respect to countering money laundering and terrorist activities. Among its provisions, the Act requires each financial institution to: (i) establish and maintain an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to its private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign banks; and (iii) avoid establishing, maintaining, administering, or managing correspondent accounts in the United States for, or on behalf of, a foreign bank that does not have a physical presence in any country. In addition, the Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. Also, the Act requires the bank regulatory agencies to consider the record of a bank or bank holding company in combating money laundering activities in their evaluation of bank and bank holding company merger or acquisition transactions. In November 2001, the Department of the Treasury issued interim guidance concerning compliance by covered financial institutions with the new statutory anti-money laundering requirement regarding correspondent accounts established or maintained for foreign banking institutions. On October 28, 2002, the Department of Treasury's final rule codifying the interim guidance became effective. The Act also required the Secretary of the Treasury to adopt regulations requiring financial institutions to implement reasonable procedures relating to customer identification. Each bank was required to comply with the rule by October 1, 2003.
FINANCIAL MODERNIZATION. On November 12, 1999, the Gramm-Leach-Bliley Act of 1999 ("GLBA") was enacted. This comprehensive legislation eliminates the barriers to affiliations among banks, securities firms, insurance companies and other financial service providers. GLBA provides for a new type of financial holding company structure under which affiliations among these entities may occur. Under GLBA, a financial holding company may engage in a broad list of financial activities and any non-financial activity that the FRB determines is complementary to a financial activity and poses no substantial risk to the safety and soundness of depository institutions or the financial system. In addition, GLBA permits certain non-banking financial and financially related activities to be conducted by financial subsidiaries of a national bank.
Under the GLBA, a bank holding company may become certified as a financial holding company by filing a declaration with the FRB, together with a certification that each of its subsidiary banks is well capitalized, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act of 1977 ("CRA"). The Company has elected to become a financial holding company under GLBA and the election was made effective by the FRB as of March 13, 2000. During the second quarter of 2000, IBC established an insurance agency subsidiary which acquired two insurance agencies. During the second quarter of 2001, the insurance agency subsidiary acquired another insurance agency. As a result of GLBA, the Texas Department of Insurance issued Commissioner's Bulletin No. B-0005-00 indicating that bank insurance agency activities could be conducted without geographic limitations. Effective October 2, 2000, the Company acquired a controlling interest in GulfStar Group, a Houston-based investment banking firm with a securities affiliate registered under the Securities Exchange Act of 1934. A financial holding company that has a securities affiliate registered under the Securities Act of 1934 or a qualified insurance affiliate may make permissible merchant banking investments. As of December 31, 2003, the Company has made two merchant banking investments.
Additionally under the GLBA, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. Pursuant to the rules, financial institutions must provide: (i) initial notices
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to customers about their privacy policies, describing the conditions under which they may disclose non-public personal information to non-affiliated third parties and affiliates; (ii) annual notices of their privacy policies to current customers; and (iii) a reasonable method for customers to "opt out" of disclosures to non-affiliated third parties. These privacy provisions will affect how customer information is transmitted through diversified financial companies and conveyed to outside vendors.
In January 2001, the Federal Reserve Board and the Secretary of the Treasury promulgated final regulations governing the scope of permissible merchant banking investments. The investments that may be made under this new authority are substantially broader in scope than the investment activities otherwise permissible for bank holding companies, and are referred to as "merchant banking investments" in "portfolio companies." Before making a merchant banking investment, a financial holding company must either be or have a securities affiliate registered under the Securities Exchange Act of 1934 or a qualified insurance affiliate. The merchant banking investments may be made by the financial holding company or any of its subsidiaries, other than a depository institution or subsidiary of a depository institution. The regulation places restrictions on the ability of a financial holding company to become involved in the routine management or operation of any of its portfolio companies. The regulation also generally limits the ownership period of merchant banking investments to no more than ten years.
The Federal Reserve Board, the Office of the Comptroller of the Currency (the "OCC"), and the Federal Deposit Insurance Corporation (the "FDIC") have adopted final rules governing the regulatory capital treatment of equity investments in non-financial companies held by banks, bank holding companies and financial holding companies. The final rule was effective April 1, 2002 and applies a graduated capital charge on covered equity investments which would increase as the proportion of such investments to Tier 1 Capital increases.
On January 7, 2004, the OCC issued final rules clarifying when federal law overrides state law for national banks and their operating subsidiaries and confirming that only the OCC has the right to examine and take enforcement action against those institutions. The impact of the new rules is not known at this time; however, commentators anticipate that the new rules will shield national banks from certain state consumer protection laws which will continue to be applicable to state banks.
SARBANES-OXLEY ACT OF 2002. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered or that file reports under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding certification of financial statements by the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violations of the securities laws.
NASDAQ LISTING STANDARDS. The Company is traded on the NASDAQ Stock Market. On November 4, 2003, the Securities and Exchange Commission approved the revised listing standards of the NASDAQ Stock Market. The new listing standards address disclosure requirements and standards relating to board independence and other corporate governance matters. NASDAQ companies must comply with the new standards, with certain exceptions, for their first annual meeting after January 15, 2004.
INTERSTATE BANKING. In 1994, Congress enacted the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Banking Act"), which rewrote federal law governing the interstate expansion of banks in the United States. Effective as of September 29, 1995, adequately
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capitalized, well managed bank holding companies with FRB approval may acquire banks located in any State in the United States, provided that the target bank meets the minimum age (up to a maximum of five years, which is the maximum Texas has adopted) established by the host State. Under the Interstate Banking Act, an anti-concentration limit will bar interstate acquisitions that would give a bank holding company control of more than ten percent (10%) of all deposits nationwide or thirty percent (30%) of any one State's deposits, or such higher or lower percentage established by the host State. The anti-concentration limit in Texas has been set at twenty percent (20%) of all federally insured deposits in Texas.
In addition to providing for interstate acquisitions of banks by bank holding companies, the Interstate Banking Act provides for interstate branching by permitting mergers between banks domiciled in different States beginning June 1, 1997. The Interstate Banking Act provides that States may opt out of interstate branching by enacting non-discriminatory legislation prohibiting interstate bank mergers before June 1, 1997. In 1995, Texas passed legislation opting out of the interstate branching provisions of The Interstate Banking Act until September 1999. In May 1998, the Texas DOB determined that the Texas opt-out statute was not effective and the Texas DOB began accepting applications for interstate branching transactions. During 1999, legislation implementing interstate branching was adopted by the Texas legislature.
FRB ENFORCEMENT POWERS. The FRB has certain cease-and-desist and divestiture powers over bank holding companies and non-banking subsidiaries where their actions would constitute a serious threat to the safety, soundness or stability of a subsidiary bank. These powers may be exercised through the issuance of cease-and-desist orders or other actions. In the event a bank subsidiary experiences either a significant loan loss or rapid growth of loans or deposits, the Company may be compelled by the FRB to invest additional capital in the bank subsidiary. Further, the Company would be required to guaranty performance of the capital restoration plan of any undercapitalized bank subsidiary. The FRB is also empowered to assess civil money penalties against companies or individuals who violate the BHCA in amounts up to $1,000,000 per day, to order termination of non-banking activities of non-banking subsidiaries of bank holding companies and to order termination of ownership and control of a non-banking subsidiary. Under certain circumstances the Texas Banking Commissioner may bring enforcement proceedings against a bank holding company in Texas.
COMPANY DIVIDENDS. The FRB's policy discourages the payment of dividends from borrowed funds and discourages payments that would affect capital adequacy. The FRB has issued policy statements which generally state that bank holding companies should serve as a source of financial and managerial strength to their bank subsidiaries, and generally should not pay dividends except out of current earnings, and should not borrow to pay dividends if the bank holding company is experiencing capital or other financial problems.
CROSS-GUARANTEE PROVISIONS. The Financial Institutions Reform Recovery and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee" provision which generally makes commonly controlled insured depository institutions liable to the FDIC for any losses incurred in connection with the failure of a commonly controlled depository institution.
AUDIT REPORTS. Insured institutions with total assets of $500 million or more must submit annual audit reports prepared by independent auditors to federal and state regulators. In some instances, the audit report of the institution's holding company can be used to satisfy this requirement. Auditors must receive examination reports and examination related correspondence. In addition, financial statements prepared in accordance with accounting principles generally accepted in the United States of America, management's certifications concerning responsibility for the financial statements, internal controls and compliance with legal requirements designated by the FDIC, and an attestation by the auditor regarding the statements of management relating to the internal controls must be submitted to federal and state regulators. For institutions with total assets of more than $3 billion, independent
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auditors may be required to review quarterly financial statements. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") requires that independent audit committees be formed, consisting of outside directors only. The committees of such institutions must include members with experience in banking or financial management, must have access to outside counsel, and must not include representatives of large customers.
During 1999, the Securities and Exchange Commission ("SEC") and the National Association of Securities Dealers adopted new rules, which became effective during 2000, to improve the function of corporate audit committees. The new rules require, among other things, that the audit committee review and assess the adequacy of its charter on an annual basis, that independent auditors review public companies' interim financial information prior to filing with the SEC and that companies include in their proxy statements certain information about their audit committees. The bank subsidiaries of the Company satisfy the annual audit requirement by relying on the audit of the Company. The Company is subject to the enhanced audit committee requirements set forth in the Sarbanes-Oxley Act of 2002.
GENERALBANK SUBSIDIARIES. All of the bank subsidiaries of the Company are state banks subject to regulation by, and supervision of, the Texas DOB and the FDIC. All of the bank subsidiaries of the Company are members of the FDIC, which currently insures the deposits of each member bank to a maximum of $100,000 per depositor. For this protection, each member bank pays a statutory assessment and is subject to the rules and regulations of the FDIC. The assessments increase incrementally based on the rating of the member bank.
DEPOSIT INSURANCE. The deposits of the Bank are insured by the FDIC through the Bank Insurance Fund ("BIF") to the extent provided by law. Under the FDIC's risk-based insurance system, BIF-insured institutions are currently assessed premiums of between zero and twenty seven cents per $100 of eligible deposits, depending upon the institution's capital position and other supervisory factors. During 1996, Congress enacted legislation that, among other things, provides for assessments against BIF-insured institutions that will be used to pay certain Financing Corporation ("FICO") obligations. BIF and Savings Association Insurance Fund payers are assessed pro rata for the FICO bond obligations.
CAPITAL ADEQUACY. The Company and its bank subsidiaries are currently required to meet certain minimum regulatory capital guidelines utilizing total capital-to-risk-weighted assets and Tier 1 Capital elements. At December 31, 2003, the Company's ratio of total capital-to-risk-weighted assets was 19.33%. The guidelines make regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, consider off-balance sheet exposure in assessing capital adequacy, and encourage the holding of liquid, low-risk assets. At least one-half of the minimum total capital must be comprised of Tier 1 Capital elements. Tier 1 Capital of the Company is comprised of common shareholders' equity and permissible amounts related to the trust preferred securities. The deductible core deposit intangibles and goodwill of $73,334,000 booked in connection with all the financial institution acquisitions of the Company after February 1992 are deducted from the sum of core capital elements when determining the capital ratios of the Company.
In addition, the FRB has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets ("leverage ratio") equal to three percent for bank holding companies that meet certain specified criteria, including having the highest regulatory rating. All other bank holding companies will generally be required to maintain a leverage ratio of at least four to five percent. The Company's leverage ratio at December 31, 2003 was 8.75%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the guidelines indicate that the FRB will continue to consider a "tangible tier 1 leverage ratio" (deducting all intangibles) in evaluating proposals for expansion or new
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activity. The FRB has not advised the Company of any specific minimum leverage ratio or tangible Tier 1 leverage ratio applicable to it.
Each of the Company's bank subsidiaries is subject to similar capital requirements adopted by the FDIC. Each of the Company's bank subsidiaries had a leverage ratio in excess of five percent as of December 31, 2003. As of that date, the federal banking agencies had not advised any of the bank subsidiaries of any specific minimum leverage ratio applicable to it.
Effective December 19, 1992, the federal bank regulatory agencies adopted regulations which mandate a five-tier scheme of capital requirements and corresponding supervisory actions to implement the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"). The regulations include requirements for the capital categories that will serve as benchmarks for mandatory supervisory actions. Under the regulations, the highest of the five categories would be a well capitalized institution with a total risk-based capital ratio of 10%, a Tier 1 risk-based capital ratio of 6% and a Tier 1 leverage ratio of 5%. An institution would be prohibited from declaring any dividends, making any other capital distribution or paying a management fee if the capital ratios drop below the levels for an adequately capitalized institution, which are 8%, 4% and 4%, respectively. The corresponding provisions of FDICIA mandate corrective actions are taken if a bank is undercapitalized. Based on the Company and each of the bank subsidiaries capital ratios as of December 31, 2003, the Company and each of the bank subsidiaries were classified as "well capitalized" under the applicable regulations.
In 1995, in accordance with FDICIA, the FDIC modified its risk-based capital adequacy guidelines to explicitly include a bank's exposure to declines in the economic value of its capital due to changes in interest rates as a factor that it will consider in evaluating a bank's capital adequacy. In 1996 the bank regulatory agencies introduced risk-based examination procedures. Effective January 1, 1997, the federal banking agencies jointly adopted regulations that amend the risk-based capital standards to incorporate measures for market risk. Applicable banking institutions will be required to adjust their risk-based capital ratio to reflect market risk. On December 19, 1996, the Federal Financial Institutions Examination Council (the "FFIEC") revised the Uniform Financial Institutions Rating System commonly referred to as the CAMEL rating system. A sixth component addressing sensitivity to market risk was added. Sensitivity to market risk reflects the degree to which changes in interest rates, foreign exchange rates, commodity prices or equity prices can adversely affect a financial institution's earnings or economic capital.
The federal regulatory authorities' risk-based capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (the "BIS"). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country's supervisors in determining the supervisory policies they apply. In January 2001, the BIS released a proposal to replace the 1998 capital accord with a new capital accord that would set capital requirements for operational risk, which is not covered in the existing guidelines, and refine the existing capital requirements for credit risk and market risk exposures. The BIS has stated that its objective is to finalize a new capital accord by mid-year 2004 and for member countries to implement the accord by year-end 2006. The ultimate timing for a new accord, and the specifics of capital assessments for addressing operational risk, are uncertain at this time.
STATE ENFORCEMENT POWERS. The Banking Commissioner of Texas may determine to close a Texas state bank when he finds that the interests of depositors and creditors of a state bank are jeopardized through its insolvency or imminent insolvency and that it is in the best interest of such depositors and creditors that the bank be closed. The Texas DOB also has broad enforcement powers over the Bank, including the power to impose orders, remove officers and directors, impose fines and appoint supervisors and conservators.
12
DEPOSITOR PREFERENCE. Because the Company is a legal entity separate and distinct from its bank subsidiaries, its right to participate in the distribution of assets of any subsidiary upon the subsidiary's liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors. In the event of a liquidation or other resolution of a subsidiary bank, the claims of depositors and other general or subordinated creditors of the bank are entitled to a priority of payment over the claims of holders of any obligation of the institution to its shareholders, including any depository institution holding company (such as the Company) or any shareholder or creditor thereof.
TEXAS LAW. Effective September 1, 1995, the new Texas Banking Act ("Act") became effective and the Texas Banking Code of 1943 was repealed. The purpose of the Act was to modernize and streamline the Texas banking laws. One of the many significant provisions of the Act adopts by reference the Texas Business Corporation Act, subject to modification by the Banking Commissioner. Among other matters, these corporate provisions will permit Texas state banks to merge with non-banking business entities, while national banks are only permitted to merge with banking entities. During 1997, the Texas Constitution was amended to permit home equity lending in Texas effective January 1, 1998 and the Company's bank subsidiaries are currently offering home equity loans.
CRA. Under the Community Reinvestment Act ("CRA"), the FDIC is required to assess the record of each bank subsidiary to determine if the bank meets the credit needs of its entire community, including low and moderate-income neighborhoods served by the institution, and to take that record into account in its evaluation of any application made by the bank for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger, or the acquisition of shares of capital stock of another financial institution. The FDIC prepares a written evaluation of an institution's record of meeting the credit needs of its entire community and assigns a rating. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") requires federal banking agencies to make public a rating of a bank's performance under the CRA. Each bank subsidiary received a "satisfactory" CRA rating in its most recently completed examination. Further, there are fair lending laws which prohibit discrimination in connection with lending decisions.
CONSUMER LAWS. In addition to the laws and regulations discussed herein, the Bank is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, and the Fair and Accurate Credit Transactions Act of 2003, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. The Bank must comply with the applicable provisions of these consumer protection laws and regulations as part of their ongoing customer relations.
AFFILIATE TRANSACTIONS. The Company, IBC and the other bank subsidiaries of the Company are "affiliates" within the meaning of Section 23A of the Federal Reserve Act which sets forth certain restrictions on loans and extensions of credit between a bank subsidiary and affiliates, on investments in an affiliate's stock or other securities, and on acceptance of such stock or other securities as collateral for loans. Such restrictions prevent a bank holding company from borrowing from any of its bank subsidiaries unless the loans are secured by specific obligations. Further, such secured loans and investments by a bank subsidiary are limited in amount, as to a bank holding company or any other affiliate, to 10% of such bank subsidiary's capital and surplus and, as to the bank holding company and its affiliates, to an aggregate of 20% of such bank subsidiary's capital and surplus. Certain restrictions do not apply to 80% or more owned sister banks of bank holding companies. Each bank subsidiary of the Company is wholly-owned by the Company. Section 23B of the Federal Reserve Act requires that the terms of affiliate transactions be comparable to terms of similar non-affiliate transactions. On October 31, 2002, the Board of Governors of the Federal Reserve System adopted a
13
final rule (Regulation W) to implement comprehensively sections 23A and 23B of the Federal Reserve Act and provides several new exemptions consistent with the purposes of the statute. The final rule combines statutory restrictions on transactions between a member bank and its affiliates with numerous Board interpretations and exemptions in an effort to simplify compliance with sections 23A and 23B. The final rule was effective April 1, 2003.
INSIDER LOANS. The restrictions on loans to directors, executive officers, principal shareholders and their related interests (collectively referred to herein as "insiders") contained in the Federal Reserve Act and Regulation O apply to all insured institutions and their subsidiaries and holding companies. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution's total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions.
LENDING RESTRICTIONS. The operations of the Banks are also subject to lending limit restrictions pertaining to the extension of credit and making of loans to one borrower. Further, under the BHCA and the regulations of the FRB there under, the Company and its subsidiaries are prohibited from engaging in certain tie-in arrangements with respect to any extension of credit or provision of property or services; however, the FRB adopted a rule relaxing tying restrictions by permitting a bank holding company to offer a discount on products or services if a customer obtains other products or services from such company.
DIVIDENDS. The ability of the Company to pay dividends is largely dependent on the amount of cash derived from dividends declared by its bank subsidiaries. The payment of dividends by any bank or bank holding company is affected by the requirement to maintain adequate capital as discussed above. The ability of the Banks, as Texas banking associations, to pay dividends is restricted under Texas law. A Texas bank generally may not pay a dividend reducing its capital and surplus without the prior approval of the Texas Banking Commissioner. Dividends may not be paid from "certified surplus," which is designated by the Board of Directors of Texas banking associations from undivided profits in connection with the establishment of the bank's lending limit. Additionally, the FDIC has the right to prohibit the payment of dividends by a bank where the payment is deemed to be an unsafe and unsound banking practice. At December 31, 2003 there was an aggregate of approximately $250,000,000 available for the payment of dividends to the Company by IBC, Commerce Bank, IBC Zapata and IBC Brownsville under the applicable restrictions, assuming that each of such banks continues to be classified as "well capitalized," and not including the certified surplus of each bank. Further, the Company could expend the entire $250,000,000 and continue to be classified as "well capitalized". Note 20 of notes to Consolidated Financial Statements of the Company located on page 65 of the 2003 Annual Report is incorporated herein by reference.
POWERS. As a result of FDICIA, the authority of the FDIC over state-chartered banks was expanded. FDICIA limits state-chartered banks to only those principal activities permissible for national banks, except for other activities specifically approved by the FDIC. The new Texas Banking Act includes a parity provision which establishes procedures for state banks to notify the Banking Commissioner if the bank intends to conduct any activity permitted for a national bank that is otherwise denied to a state bank. The Banking Commissioner has thirty (30) days to prohibit the activity. During 1999, a super parity provision was added to the Texas Finance Code which established procedures for state banks to notify the Banking Commissioner if the bank intends to conduct any activity permitted for any depository institution in the United States. The Banking Commissioner has thirty (30) days to prohibit the activity.
FINANCIAL SUBSIDIARIES. Under GLBA, a national bank may establish a financial subsidiary and engage, subject to limitations on investment, in activities that are financial in nature, other than
14
insurance underwriting as principal, insurance company portfolio investment, real estate development, real estate investment and annuity issuance. To do so, a bank must be well capitalized, well managed and have a CRA rating of satisfactory or better. Subsidiary banks of a financial holding company or national banks with financial subsidiaries must remain well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial subsidiary or subsidiaries. In addition, a bank may not acquire a company that is engaged in activities that are financial in nature unless the bank and each affiliated bank has a CRA rating of satisfactory or better.
The powers of state-chartered banks that are not members of the Federal Reserve System were not directly addressed by GLBA. However, Texas state nonmember banks should indirectly benefit from the enhanced powers made available to financial subsidiaries of national banks by GLBA through the Texas parity statute, which authorizes state-chartered banks to engage in powers available for national banks, subject to certain state and federal law restrictions.
INSTABILITY OF REGULATORY STRUCTURE. New legislation could be adopted which would change banking statutes and the operating environment of the Company and the bank subsidiaries in substantial and unpredictable ways. The Company cannot determine the ultimate effect that GLBA will have or the effect that potential legislation, if enacted, or implementing regulations with respect thereto, would have upon the financial condition or results of operations of the Company or its subsidiaries.
The principal offices of the Company and IBC are located at 1200 San Bernardo Avenue, Laredo, Texas and 2418 Jacaman Road, Laredo, Texas in modern buildings owned and completely occupied by the Company and IBC and containing approximately 125,000 square feet. The bank subsidiaries of IBC have over 100 main banking and branch facilities. All the facilities are customary to the banking industry. Most of the bank subsidiaries own their banking facilities and the remainder are leased. The facilities are located in Laredo, San Antonio, Houston, Zapata, Eagle Pass, the Rio Grande Valley of Texas and the Coastal Bend area of Texas.
As Texas state-chartered banks, no bank subsidiary of the Company may, without the prior written consent of the Banking Commissioner, invest an amount in excess of its capital and certified surplus in bank facilities, furniture, fixtures and equipment. None of the Company's bank subsidiaries exceed such limitation.
The Company and its bank subsidiaries are involved in various legal proceedings that are in various stages of litigation. Some of these actions allege "lender liability" claims on a variety of theories and claim substantial actual and punitive damages. The Company and its subsidiaries have determined, based on discussions with their counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company and its subsidiaries. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters. Further information regarding legal proceedings has been provided in Note 17 of the notes to consolidated financial statements located on page 62 of the 2003 Annual Report to Shareholders which is incorporated herein by reference.
Item 4.
Submission of Matters to a Vote of Security Holders
Since the 2003 Annual Meeting of Shareholders of the Company held on May 19, 2003, no matter was submitted to a vote of Registrant's security holders through the solicitation of proxies or otherwise.
15
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
The information set forth under the caption "Common Stock and Dividends" and "Equity Compensation Plan Information" located on pages 26 and 28, respectively, of Registrant's 2003 Annual Report is incorporated herein by reference.
Item 6.
Selected Financial Data
The information set forth under the caption "Selected Financial Data" located on page 1 of Registrant's 2003 Annual Report is incorporated herein by reference.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" located on pages 2 through 28 of Registrant's 2003 Annual Report is incorporated herein by reference.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
The information set forth under the caption "Liquidity and Capital Resources" located on pages 16 through 22 of the Registrant's 2003 Annual Report.
Item 8.
Financial Statements and Supplementary Data
The consolidated financial statements located on pages 30 through 72 of Registrant's 2003 Annual Report are incorporated herein by reference.
The condensed quarterly income statements located on pages 74 and 75 of Registrant's 2003 Annual Report are incorporated herein by reference.
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
The Company has evaluated the effectiveness of its disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14. The evaluation was performed under the supervision and with the participation of the Company's Disclosure Committee and Management, including the principal executive officer and the principal financial officer, as of the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer have concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be disclosed in this annual report has been communicated to them in a manner appropriate to allow timely decisions regarding required disclosure.
During the fourth quarter, there were no significant changes in the internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
16
Item 10. Directors and Executive Officers of the Registrant
Election of Directors
Nominee for
Director |
Director
Since(1)(3) |
Age
|
Principal Occupation(2)
|
|||
---|---|---|---|---|---|---|
Lester Avigael | 1966 | 77 | Retail Merchant and Director of IBC | |||
Irving Greenblum | 1981 | 74 | Investments | |||
R. David Guerra | 1993 | 51 | Vice President of the Company since 1986 and President of the IBC Branch in McAllen, Texas and Director of IBC | |||
Daniel B. Hastings Jr. | 2000 | 56 | Licensed U.S. Custom Broker and Director of IBC | |||
Richard E. Haynes | 1977 | 61 | Attorney at Law; Real Estate Investments; and Director of IBC | |||
Imelda Navarro | 2002 | 46 | Treasurer of the Company since 1982 and Senior Executive Vice President of IBC and Director of IBC since 2002 | |||
Sioma Neiman | 1981 | 76 | International entrepreneur | |||
Peggy J. Newman | 1997 | 72 | Real Estate Investments; President of Newman Poultry Co. and Director of IBC since 1996 | |||
Dennis E. Nixon | 1975 | 61 | Chairman of the Board of the Company since May 1992 and President of the Company since 1979; President, Chief Executive Officer and Director of IBC | |||
Leonardo Salinas | 1976 | 70 | Real Estate Investments and Director of IBC | |||
Antonio R. Sanchez, Jr. | 1995 | 61 | Chairman of the Board of Sanchez Oil & Gas Corporation; Investments; and Director of IBC |
None of the nominees for director and none of the executive officers of the Company have a family relationship with any of the other nominees for director or executive officers.
None of the above nominees is a director of any other company which has a class of securities registered under, or is required to file reports under, the Securities Exchange Act of 1934 or of any company registered under the Investment Company Act of 1940.
Audit Committee Financial Expert
The Board of Directors of the Company has determined that none of the Audit Committee members would meet the audit committee financial expert criteria as defined by Item 401(h) of
17
Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All of the Audit Committee members are independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act. At the present time, no member of the Board of Directors serving on the Audit Committee meets the SEC definition of financial expert , which basically is limited to those who have prepared or audited financial statements. While it might be possible to recruit a person who qualifies, the Board has determined that in order to fulfill all of the functions of the Board and Audit Committee, each member of the Board and the Audit Committee should meet all the criteria that have been established by the Board, and it is not in the best interest of the Company to nominate as a director someone who does not have all the experience, attributes and qualifications that we seek to further the interests of the Company. The Audit Committee consists of three independent directors, each of whom has been selected for the Audit Committee by the Board based on the Board's determination that they are fully qualified to (i) review and understand the Company's financial statements, (ii) monitor the performance of management, (iii) monitor the Company's internal accounting operations, (iv) monitor the independent auditors, and (v) monitor the disclosures of the Company to the end that they fairly present the Company's financial condition and results of operations. In addition, the Audit Committee has the ability, on its own, to retain independent accountants or other consultants whenever it deems appropriate. The Board of Directors believes that this is fully equivalent to having a financial expert on the Audit Committee.
Audit Committee
The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Richard E. Haynes, Lester Avigael and Irving Greenblum.
Code of Ethics
The Company has adopted a code of business conduct and ethics for directors, executive officers (including the Company's chief executive officer and financial officer), known as the International Bancshares Code of Ethics for Financial Professionals. The Company also maintains a code of ethics for all employees, known as the International Bancshares Code of Ethics. The International Bancshares Code of Ethics for Financial Professionals and the International Bancshares Code of Ethics are available on the Company's website at www.ibc.com . Any amendment to, or waiver of, the Code of Ethics for Financial Professionals will be disclosed on such Company website.
18
Item 11.
Executive Compensation
The following table contains information concerning the compensation awarded during each of the last three years for the Chief Executive Officer of the Company and the other most highly compensated executive officers of the Company whose total annual salary and bonus exceeded $100,000 in 2003.
|
|
Annual Compensation
|
Long Term
Compensation Securities Underlying Options |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and
Principal Position |
|
All Other(3)
Compensation |
|||||||||||
Year
|
Salary(1)
|
Bonus(2)
|
|||||||||||
Dennis E. Nixon
Chairman of the Board, President and Director of the Company; President, CEO and Director of IBC |
2003
2002 2001 |
$
|
462,375
444,992 437,338 |
$
|
1,100,000
1,100,000 1,000,000 |
|
$
|
15,478
15,178 12,435 |
|||||
R. David Guerra
Vice President and Director of the Company; President of IBC branch in McAllen, Texas and Director of IBC |
2003
2002 2001 |
$
|
231,907
217,904 204,006 |
$
|
61,308
58,621 51,844 |
3,500 |
$
|
14,242
13,441 12,392 |
|||||
Imelda Navarro
Treasurer and Director of the Company, Senior Executive Vice President and Director of IBC |
2003
2002 2001 |
$
|
174,085
145,195 138,004 |
$
|
47,938
39,882 33,536 |
2,500 |
$
|
11,189
10,386 9,611 |
Each director of the Company and each director of IBC receives compensation for his services as a director in the amount of $900 for each meeting of the Board he attends and $300 for each meeting of a committee of the Board he attends. Salaried officers who are directors are not compensated for committee meetings. The director fees paid to the named executive officers are included in the salary totals set forth in the table.
19
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Principal Shareholders
Insofar as is known to the Company, no person beneficially owned, as of March 5, 2004, more than five percent of the outstanding Common Stock of the Company, except as follows:
Name and Address
of Beneficial Owner |
Shares of Common Stock
Beneficially Owned as of March 5, 2004 |
Percent
of Class |
|||
---|---|---|---|---|---|
A. R. Sanchez Jr.(1)(2)
P.O. Box 2986 Laredo, Texas 78040 |
8,806,740 | 22.74 | % | ||
Estate of Alicia M. Sanchez(2)
P.O. Box 2986 Laredo, Texas 78040 |
2,352,551 | 6.07 | % |
Security Ownership of Management
Based upon information received from the persons concerned, each of whom is a director and nominee for director, the following individuals and all directors and executive officers of the Company as a group owned beneficially as of March 5, 2004, the number and percentage of outstanding shares of Common Stock of the Company indicated in the following table:
Name of Individual
or Identity of Group |
Shares Beneficially Owned
as of March 5, 2004 |
Percent
of Class |
|||
---|---|---|---|---|---|
Lester Avigael(1) | 327,743 | * | |||
Irving Greenblum(2) | 383,411 | * | |||
R. David Guerra(3) | 250,832 | + | * | ||
Daniel B. Hastings, Jr. | 48,102 | * | |||
Richard E. Haynes | 32,403 | * | |||
Imelda Navarro(4) | 185,170 | + | * | ||
Sioma Neiman(5) | 864,495 | 2.23 | % | ||
Peggy J. Newman | 9,885 | * | |||
Dennis E. Nixon(6) | 1,391,133 | + | 3.63 | % | |
Leonardo Salinas | 106,673 | * | |||
A. R. Sanchez Jr.(7) | 8,806,740 | 22.74 | % | ||
All Directors and Executive Officers as a group (11 persons)(8) | 12,406,587 | 32.09 | % |
20
Except as reflected in the notes to the preceding table, each of the individuals listed in the table owns directly the number of shares indicated in the table and has the sole power to vote and to dispose of such shares.
21
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2003, with respect to the Company's compensation plans under which equity securities are authorized for issuance:
|
(A)
|
(B)
|
(C)
|
|||||
---|---|---|---|---|---|---|---|---|
Plan Category
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights |
Weighted average
exercise options, price of outstanding warrants and rights |
Number of securities remaining
available for future issuance under equity compensation plans (excluding securities reflected in column A) |
|||||
Equity Compensation plans approved by security holders | 1,317,196 | $ | 17.42 | 307,622 | ||||
Equity Compensation plans not approved by security holders(1) | 128,906 | $ | 16.65 | | ||||
|
|
|
||||||
Total | 1,446,102 | $ | 18.31 | 307,622 | ||||
|
|
|
Stock Options
During 2003, the Company did not grant any options to the named executive officers of the Company.
The following table reflects certain information regarding individual exercises of stock options with respect to the Common Stock during 2003 and through March 5, 2004 by each of the named executive officers of the Company.
AGGREGATED OPTION EXERCISES IN 2003
AND FY-END OPTION VALUES
Name
|
Shares Acquired on
Exercise (#) |
Value
Realized ($) (1) |
Number of Underlying
Shares Unexercised Options at 12/31/03 Exercisable/ Unexercisable (#) |
Value of Unexercised
In- the-Money Options at 12/31/03 Exercisable/ Unexercisable ($) (1) |
||||
---|---|---|---|---|---|---|---|---|
Dennis E. Nixon | 60,037/ | 2,186,170/ | ||||||
| | 8,021 | 180,540 | |||||
R. David Guerra | 16,604/ | 541,279/ | ||||||
| | 3,280 | 83,252 | |||||
Imelda Navarro | 34,674/ | 1,126,229/ | ||||||
| | 5,624 | 59,472 |
22
Salary and Steering Committee and Stock Option Plan Committee Interlocks and Insider Participation
The Salary and Steering Committee members during 2003 were Lester Avigael, Richard E. Haynes and Mr. Nixon, who serves as President and Chairman of the Board of the Company and President and CEO of IBC, and who is consulted with respect to compensation decisions for all executives and key salaried employees other than for himself. Stock Option grants are determined by the Stock Option Plan Committee whose members were Lester Avigael, Richard E. Haynes and Irving Greenblum. Messrs. Richard E. Haynes and Dennis E. Nixon each have total indebtedness outstanding with the subsidiary banks of the Company in an amount which exceeds $60,000, which indebtedness is fully performing and complies with Federal lending restrictions included in section 22(h) of the Federal Reserve Act (12 U.S.C. 375b).
Item 13.
Certain Relationships and Related Transactions
Interest of Management in Certain Transactions
Some of the directors, executive officers and nominees for directors of the Company and principal shareholders of the Company and their immediate families and the companies with which they are associated were customers of, and had banking transactions with, the Company's subsidiary banks in the ordinary course of the subsidiary banks' business during 2003, and the Company anticipates that such banking transactions will continue in the future. All loans and commitments to loan included in such banking transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing in the industry at the time for comparable transactions with other persons, and, in the opinion of management of the Company, did not involve more than a normal risk of collectibility or present other unfavorable features.
IBC and Sanchez Oil & Gas Corporation, a related interest of Antonio R. Sanchez, Jr., who is a director and principal shareholder of the Company, jointly own, in varying percentages certain aircraft used for business purposes by IBC, the other bank subsidiaries and Sanchez Oil and Gas Corporation. The net book value of IBC's aggregate interest in such aircraft as of March 5, 2004 was approximately $10.1 million. Each bank subsidiary and Sanchez Oil and Gas Corporation pay the pro rata expense related to their actual use of the aircraft.
Item 14.
Principal Accountant Fees and Services
There is incorporated in this Item 14 by reference that portion of the Company's definitive proxy statement relating to the Company's 2004 Annual Meeting of Shareholders entitled "Principal Accountant Fees and Services."
23
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) | Documents | |||||
|
|
1. |
|
The consolidated financial statements of the Company and subsidiaries are incorporated into Item 8 of this report by reference from the 2003 Annual Report to Shareholders filed as an exhibit hereto and they include: |
||
|
|
|
|
Independent Auditors' Report |
||
|
|
|
|
Consolidated: Statements of Condition as of December 31, 2003 and 2002 Statements of Income for the years ended December 31, 2003, 2002 and 2001 Statements of Comprehensive Income for the years ended December 31, 2003, 2002 and 2001 Statements of Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001 Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 Notes to Consolidated Financial Statements |
||
|
|
2. |
|
All Financial Statement Schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. |
||
|
|
3. |
|
The following exhibits are filed as a part of this Report: |
3(a)* | | Articles of Incorporation of International Bancshares Corporation incorporated herein as an exhibit by reference to the Current Report, Exhibit 3.1 therein, under the Securities Exchange Act of 1934, filed by Registrant on Form 8-K with the Securities and Exchange Commission on June 20, 1995, SEC File No. 09439. | ||||||
|
|
|
|
3(b) |
|
|
|
Amended By-Laws of International Bancshares Corporation |
|
|
|
|
3(c)* |
|
|
|
Articles of Amendment to the Articles of Incorporation of International Bancshares Corporation dated May 22, 1998 incorporated herein by reference as Exhibit 3(c) of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1999, SEC file No. 09439. |
|
|
|
|
3(d) |
|
|
|
Articles of Amendment to the Articles of Incorporation of International Bancshares Corporation dated May 21, 2002. |
|
|
|
|
10(a)*+ |
|
|
|
The 1987 International Bancshares Corporation Key Contributor Stock Option Plan as amended and restated (formerly the International Bancshares Corporation 1981 Incentive Stock Option Plan) incorporated herein as an exhibit by reference to Exhibit 28 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 13, 1987, SEC File No. 33-15655. |
|
|
|
|
10(b)*+ |
|
|
|
The 1996 International Bancshares Corporation Stock Option Plan incorporated herein by reference to Exhibit 99.1 to the Post Effective Amendment No. 1 to Form S-8 filed with the Securities and Exchange Commission on March 21, 1997, SEC File No. 33-15655. |
24
|
|
|
|
10(c)*+ |
|
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Executive Incentive Compensation Plan of the Registrant incorporated herein by reference to exhibit "A" of the Registrant's Proxy Statement filed with the Securities Exchange Commission on April 15, 1997, SEC File No. 09439. |
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10(d)* |
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Agreement and Plan of Merger dated as of January 22, 2004, among International Bancshares Corporation, LFC Acquisitions Corp. and Local Financial Corporation incorporated herein as an exhibit by reference to the Current Report, under the Securities Exchange Act of 1934, filed by Registrant on Form 8-K with the Securities and Exchange Commission on January 22, 2004, SEC File No. 09439. |
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13** |
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International Bancshares Corporation 2003 Annual Report |
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21 |
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List of Subsidiaries of International Bancshares Corporation as of March 5, 2004 |
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23 |
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Independent Auditors' Consent |
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31(a) |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31(b) |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32(a) |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32(b) |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* |
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Previously filed |
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+ |
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Executive Compensation Plans and Arrangements |
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** |
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Deemed filed only with respect to those portions thereof incorporated herein by reference |
(b) |
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Reports on Form 8-K |
Registrant filed a current report on Form 8-K on December 31, 2003 covering Item 5Other Events and Regulation FD Disclosure and Item 9Regulation Fair Disclosure in connection with the announcement that on December 18, 2003, the its Board of Directors had extended the termination date of the registrant's stock repurchase program through December 2004.
Registrant filed a current report on Form 8-K on January 22, 2004 covering Item 5Other Events and Regulation FD Disclosure in connection with the joint announcement by the registrant and Local Financial Corporation that an agreement and plan of merger had been signed whereby Local Financial Corporation would merge with and into LFC Acquisition Corp., a wholly owned subsidiary of the Registrant.
Registrant filed a current report on Form 8-K on February 26, 2004 covering Item 12 in connection with the announcement of Registrant's annual and fourth quarter 2003 earnings.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL BANCSHARES CORPORATION
(Registrant) |
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By: |
/s/ DENNIS E. NIXON Dennis E. Nixon President |
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Date: March 12, 2004 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signatures
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Title
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Date
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/s/
DENNIS E. NIXON
Dennis E. Nixon |
President and Director
(Principal Executive Officer) |
March 12, 2004 | ||
/s/ IMELDA NAVARRO Imelda Navarro |
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Treasurer (Principal Financial Officer) |
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March 12, 2004 |
/s/ LESTER AVIGAEL Lester Avigael |
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Director |
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March 12, 2004 |
/s/ IRVING GREENBLUM Irving Greenblum |
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Director |
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March 12, 2004 |
/s/ R. DAVID GUERRA R. David Guerra |
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Director |
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March 12, 2004 |
/s/ DANIEL B. HASTINGS, JR. Daniel B. Hastings, Jr. |
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Director |
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March 12, 2004 |
/s/ RICHARD E. HAYNES Richard E. Haynes |
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Director |
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March 12, 2004 |
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/s/ SIOMA NEIMAN Sioma Neiman |
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Director |
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March 12, 2004 |
/s/ PEGGY J. NEWMAN Peggy J. Newman |
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Director |
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March 12, 2004 |
/s/ LEONARDO SALINAS Leonardo Salinas |
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Director |
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March 12, 2004 |
/s/ ANTONIO R. SANCHEZ, JR. Antonio R. Sanchez, Jr. |
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Director |
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March 12, 2004 |
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Exhibit 3(b) | | Amended By-Laws of International Bancshares Corporation | ||
Exhibit 3(d) |
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Articles of Amendment to the Articles of Incorporation of International Bancshares Corporation dated May 21, 2002 |
Exhibit 13 |
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International Bancshares Corporation 2003 Annual Report, Exhibit 13, page 1 |
Exhibit 21 |
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List of Subsidiaries of International Bancshares Corporation as of March 5, 2004 |
Exhibit 23 |
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Independent Auditors' Consent |
Exhibit 31(a) |
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Certification of Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002 |
Exhibit 31(b) |
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Certification of Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002 |
Exhibit 32(a) |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Exhibit 32(b) |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
28
RESTATED
BY-LAWS
OF
INTERNATIONAL BANCSHARES CORPORATION
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation shall be in Laredo, Texas.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held on the third Thursday in May or on such date, and at such time and place, within or without the State of Texas, as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders for any proper purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board of Directors, or the President, to be held on such date and at such time and place, within or without the State of Texas, as the Board of Directors, the Chairman of the Board of Directors or the President, whichever has called the meeting, shall direct. A special meeting of the shareholders shall be called by the Chairman of the Board of Directors, President, or Secretary whenever shareholders holding at least fifty percent (50%) of all the shares entitled to vote at the proposed special meeting make application therefor in writing. Any such request shall state the proper purpose or purposes of the meeting and shall be delivered to the Chairman of the Board of Directors or the President.
Section 3. Notice. Written or printed notice stating the place, day and hour of any shareholders' meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, to the shareholder at his address as it appears on the stock transfer books of the Corporation. Any notice required to be given to a shareholder pursuant to this Section 3 or any other provision of these By-Laws, the Articles of Incorporation of the Corporation or any provision of the Texas Business Corporation Act (herein called the "Act") need not be given to such shareholder if (a) notice of two (2) consecutive annual meetings of shareholders of the Corporation, and all notices of meetings of shareholders of the Corporation held during the period between such annual meetings, if any, or (b) all (but in no event less than two (2)) payments (if sent by first class mail) of distributions or interest on securities of the Corporation during any twelve-month period, have been mailed to such shareholder at his address as shown on the share transfer records of the Corporation and have been returned undeliverable, and any action or meeting of shareholders of the Corporation taken or held without notice to such shareholder shall have the same force and effect as if notice had been duly given to such shareholder; provided, however, that if such shareholder delivers to the Corporation a written notice setting forth his or her then current address, the requirement that notice be given to such shareholder shall be reinstated.
Section 4. Record Date. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such record date to be not less than ten (10) nor more than sixty (60) days prior to such meeting, or the Board of Directors may close the stock transfer records for such purpose for a stated period of not less than ten (10) nor more than sixty (60) days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date. In the event that a special meeting of shareholders is called by shareholders, the record date for determining shareholders entitled to call such meeting shall be the date on which the first shareholder calling such special meeting signs the call or notice of that meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.
Section 5. List of Shareholders. The officer or agent of the Corporation having charge of the stock transfer records for shares of the Corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any such shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders.
Section 6. Quorum. The holders of a majority of the issued and outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by the Act. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. When any adjourned meeting is reconvened and a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum is constituted, the shareholders present or represented by proxy at a meeting may continue to transact business until adjournment, notwithstanding the subsequent withdrawal therefrom of such number of shareholders as to leave less than a quorum.
Section 7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the shares present or represented by proxy at such meeting and entitled to vote shall be the act of the shareholders, unless the vote of a different number is required by the Act, the Articles of Incorporation of the Corporation or these By-Laws. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share having voting power held by such shareholder.
Section 8. Proxy. Every proxy must be executed in writing by the shareholder or by his duly authorized attorney-in-fact, and shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided therein. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of:
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Section 9. Judges of Election. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of shareholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.
Section 10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who shall not have consented thereto in writing.
Section 11. Meetings by Conference Telephone. Shareholders may participate in and hold meetings of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 12. Notice of Shareholder Business and Nominations.
(A) Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in this Section 12, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12.
(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this Section 12, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60 th day nor earlier than the close of business on the 90 th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 90 th day prior to such annual meeting and not later than the close of business on the later of the 60 th day prior to such annual meeting or the 10 th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director all
3
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Section 12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10 th day following the day on which such public announcement is first made by the Corporation.
(B) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the notice of meeting pursuant to Article II, Section 3 hereof (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 12, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12. In the event a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors is called pursuant to Article II, Section 2 hereof, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the shareholder's notice required by paragraph (A)(2) of this Section 12 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90 th day prior to such special meeting and not later than the close of business on the later of the 60 th day prior to such special meeting or the 10 th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above.
(C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 12 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 12 and, if any proposed nomination or business is not in compliance with this Section 12, to declare that such defective proposal or nomination shall be disregarded.
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(2) For purposes of this Section 12, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 12, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any rights or obligations of shareholders requesting inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors but shall not be less than three. No decrease in the number of directors shall have the effect of reducing the term of any incumbent director. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article III, and each director shall hold office until his successor is elected and qualified. Directors need not be shareholders of the Corporation or residents of the State of Texas.
Section 2. Vacancies; Removal. Notwithstanding the fact that the remaining directors may constitute less than a quorum of the Board of Directors as fixed by Section 9 of this Article, the affirmative vote of a majority of the remaining directors may fill any vacancy occurring in the Board of Directors and, during the period between any two successive annual meetings of the shareholders, may fill a maximum of two (2) vacant directorships resulting from an increase in the number of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may also be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. At any special meeting of shareholders called for such purpose, any director may be removed from office, for or without cause, though his term may not have expired, by an affirmative vote of the holders of shares representing a majority of votes of all the shares of stock outstanding and entitled to vote for the election of directors.
Section 3. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise any and all powers of the Corporation and do any and all such lawful acts and things as are not by the Act, the Articles of Incorporation of the Corporation or by these By-Laws directed or required to be exercised or done by the shareholders.
Section 4. Chairman of the Board. The Board of Directors shall appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. He shall preside at all meetings of the Board of Directors. The Chairman of the Board shall have no responsibility or duties with respect to the management of the day to day affairs of the Corporation and shall not be deemed to be or considered an officer of the Corporation.
Section 5. Place of Meetings. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.
Section 6. Annual Meetings. A meeting of the Board of Directors shall be held for organization, for the election of officers and for the transaction of such other business as may properly come before the meeting, within thirty days after each annual election of directors.
5
Section 7. Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him at his residence or usual place of business.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the President or any three directors. Except as otherwise required by statute, notice of each special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, or shall be sent to him at such place by telegram, electronic facsimile, radio or cable, or telephoned or delivered to him personally, not later than two days before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but, unless otherwise required by statute, the Articles of Incorporation or these By-laws, need not state the purposes thereof.
Section 9. Quorum and Voting. At all meetings of the Board of Directors the presence of at least one-third of the number of directors fixed by or in the manner provided in, Section 1 of this Article, but in no event less than two (2), shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the number of directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act, the Articles of Incorporation of the Corporation or these By-Laws. If a quorum shall not be present at any meeting of directors, a majority of the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.
Section 10. Compensation of Directors. Directors shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 11. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee designated by the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the members of the Board of Directors or of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.
Section 12. Meetings by Conference Telephone. Members of the Board of Directors or members of any committee designated by the Board of Directors may participate in and hold a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 13. Resignations. Each director shall have the right to resign at any time upon written notice of such resignation to the Board of Directors, the Chairman of the Board of Directors, the President, any Vice-President or the Secretary of the Corporation. Unless otherwise specified in such written notice, the resignation shall take effect upon the receipt thereof, and acceptance of such resignation shall not be necessary to make same effective.
Section 14. Advisory Directors. Any number of persons may be appointed "advisory directors" by a vote of a majority of the directors present at any meeting. An advisory director shall have the right to
6
attend and to participate in any and all meetings of the Board to the same extent as any director, except that an advisory director shall not have the right to vote on any question or issue considered by the Board of Directors. Advisory directors may be appointed by the Board of Directors to serve as members of the Executive Committee (as hereinafter defined) but shall not have the right to vote on any question or issue considered by said Committee.
The Board of Directors may designate advisory directors from time to time whose residence, citizenship or principal place of business is not the United States. These directors shall be called "international directors" and will have the same function as advisory directors.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 1. Executive Committee. There shall be an Executive Committee consisting of the Chairman of the Board and the President of the Corporation as ex-officio members, and such other directors as the Board of Directors may from time to time select. Members of the Executive Committee shall serve until the next annual meeting of the Board of Directors and until their successors are appointed. The Board of Directors shall designate one of the members of the Executive Committee as Chairman of the Committee and one or more additional members as Vice Chairman of the Committee, and the Chairman of the Executive Committee shall preside at meetings of the Executive Committee. The Executive Committee shall have and may exercise such powers and authority in the management of the business and affairs of the Corporation as the Board shall specifically delegate to it consistent with the corporate law of the State of Texas.
Section 2. Audit Committee. There shall be an Audit Committee consisting of three (3) of the directors of the Corporation who are not serving as officers of the Corporation. The Board of Directors shall designate one of the members of the Audit Committee as Chairman of the Committee and one or more additional members as Vice Chairman of the Committee, and the Chairman of the Audit Committee shall preside at meetings of the Audit Committee. The Audit Committee shall meet periodically (not less than once annually) with the independent public accounting firm serving as auditors of the Corporation and the internal auditing staff of the Corporation and its subsidiaries to discuss their procedures and findings and hear their recommendations with respect to financial accounting matters.
Section 3. Other Committees. The Board of Directors may from time to time, by resolution adopted by a majority of the whole board, designate one or more other committees, each committee to consist of two or more directors of the Corporation. Any such committee shall exercise such powers as may be assigned to it by the Board of Directors.
ARTICLE V
NOTICES
Section 1. Form of Notice. Whenever under the provisions of the Act, the Articles of Incorporation of the Corporation or these By-Laws notice is required to be given to any director or shareholder, and no provision is made as to how such notice shall be given, notice shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such director or shareholder at such address as appears on the books of the Corporation, or by telex, telegraph or mailgram. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same is deposited, postage prepaid, in the United States mail as aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any director or shareholder of the Corporation under the provisions of the Act, the Articles of Incorporation of the Corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice,
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whether signed before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting of the Board of Directors or any committee thereof shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS
Section 1. In General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also, if it chooses to do so, elect one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers and agents as it shall deem necessary, all of whom shall also be officers of the Corporation. Two or more offices may be held by the same person, except where otherwise provided by statute or the Articles of Incorporation of the Corporation.
Section 2. Election, Term and Qualifications. Each officer shall be elected by the Board of Directors and shall hold his office until the first meeting of the Board of Directors following the next annual meeting of shareholders and until his successor shall have been elected, or until his death, or until he shall have resigned or shall have been removed in the manner provided in these By-laws. Any officer elected or appointed by the Board of Directors may be removed, for or without cause, at any time by a majority vote of the whole Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 3. Resignations. Each officer shall have the right to resign at any time upon written notice of such resignation to the President or the Board of Directors, the Chairman of the Board of Directors, the President, any Vice-President or the Secretary. Unless otherwise specified in such written notice, the resignation shall take effect upon the receipt thereof, and acceptance of such resignation shall not be necessary to make same effective.
Section 4. Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for regular election or appointment to such office.
Section 5. President. The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
Section 6. Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice Presidents, in the order of their seniority, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall record the proceedings of the meetings in books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall be. He shall have custody of the corporate seal and he, or an Assistant Secretary, shall have authority to affix the same to any
8
instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the corporate seal and to attest the affixing by his signature.
Section 8. Assistant Secretaries. The Assistant Secretaries, in the order of their seniority, shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 9. Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, when the Board so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
Section 10. Assistant Treasurers. The Assistant Treasurers, in the order of their seniority, shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 11. Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The Corporation shall deliver certificates representing all shares to which shareholders are entitled. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the stock transfer records of the Corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of the shares or a statement that the shares are without par value. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof if the Corporation shall then have a seal. The signatures of the Corporation's officers on any such certificate or certificates may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been issued, such certificate or certificates may nevertheless be issued by the Corporation with the same effect as if the person or persons who signed the certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.
Section 2. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board shall require and/or to give the Corporation a bond in such sum as the Board may direct as
9
indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 3. Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder or holders thereof in person or by his, her or their duly authorized attorney or attorneys and, upon surrender to the Corporation or to the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Registered Shareholders. The Corporation shall be entitled to recognize the holder or holders of record of any share or shares of stock as the holder or holders in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Instruments. The Chairman of the Board of Directors, the President, any Vice President, the Secretary or the Treasurer, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation, and any such authorization may be general or confined to specific instance.
Section 2. Borrowing. No loans or advances shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidence of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.
Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors from time to time may determine.
Section 4. Checks. All checks of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 5. Dividends and Other Distributions. Dividends and other distributions made upon or with respect to the outstanding shares of the Corporation, subject to the provisions of the Act and of the Articles of Incorporation of the Corporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property or in shares of the Corporation, and other distributions may be declared and paid in cash or property, provided that all
10
such declarations and payments of dividends and other distributions shall be in strict compliance with all applicable laws and the Articles of Incorporation of the Corporation. The Board of Directors may fix in advance a record date for the purposes of determining shareholders entitled to receive payment of any dividend or other distribution, such record date to be not more than sixty (60) days prior to the payment date of such dividend or other distribution, or the Board of Directors may close the stock transfer records for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend or other distribution. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend or other distribution shall be the record date. Any dividend or other distribution declared pursuant to this Section 5 shall be payable to the persons registered as shareholders of the Corporation in the Corporation's stock transfer records as of the record date for such dividend or other distribution as set pursuant to this Section 5, and the person in whose name shares are registered in the stock transfer records of the Corporation as of such record date shall be deemed to be the owner of the shares so registered in his name at such time.
Section 6. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 7. Seal. The Corporation may by resolution of the Board of Directors adopt and have a seal, and said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.
ARTICLE IX
INDEMNITY
Section 1. Indemnification. The Corporation shall indemnify to the fullest extent permitted by the Act any person who was, is or is threatened to be made a named defendant or respondent to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be, in the case of conduct in his official capacity as a director, officer, employee or agent of the Corporation, that his conduct was in the Corporation's best interests, and in all other cases, that his conduct was at least not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be, in the case of conduct in his official capacity as a director, officer, employee or agent of the Corporation, in the Corporation's best interests, and in all other cases, at least not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Indemnification Not Exclusive. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation of the Corporation, any by-laws, agreement or vote of shareholders or as a matter of law or otherwise.
Section 3. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is
11
or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX.
ARTICLE X
BY-LAWS
Section 1. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the shareholders or the Board of Directors at any regular meeting of the shareholders or of the Board of Directors, or at any special meeting of the shareholders or of the Board of Directors, if notice of such alteration, amendment, repeal or adoption be contained in the notice of such special meeting.
Section 2. When By-Laws Silent. It is expressly recognized that when the By-Laws are silent as to the manner of performing any corporate function, the provisions of the Act shall control.
12
ARTICLES
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
INTERNATIONAL BANCSHARES CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, International Bancshares Corporation (the "Corporation") hereby adopts the following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is International Bancshares Corporation.
ARTICLE TWO
The following amendment to the Articles of Incorporation of the Corporation was adopted by the shareholders of the Corporation on May 20, 2002 in conformity with the provisions of the Texas Business Corporation Act.
Article IV of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
ARTICLE IV
The aggregate number of shares which the corporation shall have the authority to issue is One Hundred Five Million (105,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share.
ARTICLE THREE
The number of shares of the capital stock of the Corporation outstanding and entitled to vote on the amendment was 25,916,586 shares of Common Stock, par value $1.00 per share.
ARTICLE FOUR
The number of shares of Common Stock, par value $1.00 per share, of the Corporation voted for (representing at least a majority of the shares entitled to vote on such matter as required by the Articles of Incorporation of the Corporation) and against the amendment, respectively are as follows:
|
|
|
---|---|---|
For: | 19,975,274 | |
Against: | 1,089,553 |
ARTICLE FIVE
The amendment will have no effect on the stated capital of the Corporation
INTERNATIONAL BANCSHARES CORPORATION
ALL BANKS MEMBER FDIC
MEMBER BANKS:
INTERNATIONAL BANK OF COMMERCE
1200 San Bernando Avenue
(956) 722-7611
LAREDO
4501 San Bernardo
(956) 722-0485
1300 Guadalupe
(956) 726-6601
1002 Matamoros
(956) 726-6622
7002 San Bernando Ave.
(956) 728-0060
5300 San Dario Ste. 440D
(956) 728-0063
5300 San Dario Ste. 202
(956) 790-6500
2415 S. Zapata Hwy.
(956) 728-0061
7909 McPherson
(956) 728-0064
9710 Mines Road
(956) 728-0092
2442 San Isidro Parkway
(956) 726-6611
2418 Jacaman Rd.
(956) 764-6123
In-Store Banking Center
5610 San Bernando
(956) 726-6688
2320
Bob Bullock Lp 20
@ Clark
(956) 728-0062
SAN ANTONIO
130
East Travis
(210) 518-2500
5300 Walzem Rd.
(210) 564-2300
6630 Callaghan
(210) 341-7277
2201 Northwest Military Dr.
(210) 366-0617
1500 NE Loop 410
(210) 281-2450
18750
Stone Oak Parkway
Ste. 100
(210) 496-6111
20450 Huebner Rd.
(210) 499-4238
5029 Broadway
(210) 518-2523
12400 HWY 281 N
(210) 369-2905
In-Store Banking Center
14610 Huebner
(210) 369-2918
12018 Perrin Beitel Rd.
(210) 369-2916
24165 IH 10 West Suite 3
(210) 369-2912
6301
NW Lp. 410 Ste Q14
(210) 369-2910
7400 San Pedro
(210) 369-2940
6909 N. Lp. 1604 E. Ste
(210) 369-2922
2310 SW Military Dr. Ste 216
(210) 518-2558
999 E. Basse Rd. Ste 150
(210) 369-2920
20760 US Hwy 281 N, Ste 100
(210) 369-2914
LULING
200 South Pecan
(830) 875-2445
MARBLE FALLS
700 Highway 281
(830) 693-4301
SAN MARCOS
1081 Wonder World
(512) 353-1011
NEW BRAUNFELS
In-Store Banking Center
955 N. Walnut Ave.
(830) 608-9665
MCALLEN
One South Broadway
(956) 686-0263
3600 N. 10th St.
(956) 688-3690
301 S. 10th St.
(956) 688-3610
2200
S. 10th St.
(East La Plaza)
(956) 686-3770
2200
S. 10th St.
(West La Plaza)
(956) 688-3660
2225
Nolana
(956) 688-3600
In-Store Banking Center
1200 E. Jackson
(956) 668-3685
4001 N. 23rd St
(956) 688-3620
EDINBURG
400 South Closner
(956) 688-3640
In-Store Banking Center
1724 W. University Dr. Suite B
(958) 688-3680
MISSION
900 N. Bryan Rd.
(956) 688-3630
In-Store Banking Center
200 East Griffin Parkway
(956) 632-3512
2410 E. Expressway 83
(956) 688-3625
PHARR
401 South Cage
(956) 688-3635
ALAMO
1421 W. Frontage Rd
(956) 688-3645
WESLACO
606 S. Texas Blvd.
(956) 688-3605
CORPUS CHRISTI
221 South Shoreline
(361) 888-4000
6130 South Staples
(361) 991-4000
ROCKPORT
2701 N. Hwy. 35
(361) 729-0500
ARANSAS PASS
In-Store Banking Center
2501 W. Wheeler
(361) 725-0500
PORT LAVACA
311 N. Virginia St.
(361) 552-9771
BAY CITY
1916 7th Street
(979) 245-5781
ANGLETON
200 East Mulberry
(976) 849-7711
FREEPORT
1208 N. Brazosport Blvd.
(976) 233-2677
LAKE JACKSON
212 That Way
(979) 297-2466
VICTORIA
6411 N. Navarro
(361) 575-8394
HOUSTON
5615 Kirby Dr.
(713) 526-1211
8203 South Kirkwood
(713) 285-2162
1010 Richmond
(713) 285-2189
1001 McKinney Suite 150
(713) 285-2138
1777 Sage
(713) 285-2128
Kelvin @ Nottingham
(713) 526-1211
5706 Kirby
(713) 526-1211
In-Store Banking Center
5085 Westheimer Suite 4640
(713) 285-2292
12400 FM 1960 West
(832) 285-2212
7747 Kirby Dr.
(713) 285-2118
12555
Westheimer Rd
@ Dairy
(713) 285-2275
KATY
In-Store Banking Center
1525 Mason Rd
(713) 285-2196
FRIENDSWOOD
3135 FM 528
(281) 316-0670
GALVESTON
In-Store Banking Center
2931 Central City Blvd.
(409) 741-2573
SUGARLAND
In-Store Banking Center
1565 State Highway 6 S.
(713) 285-2203
RICHMOND
5250 FM 1460
(832) 595-0920
EAGLE PASS
439 E. Main Street
(830) 773-2313
2538 E. Main Street
(830) 773-2313
455 Bibb Ave.
(830) 773-4930
2410 Del Rio Blvd.
(830) 773-2313
DEL RIO
2410 Dodson St.
(830) 772-4265
AUSTIN
9606 N. Mopac Expway,
(512) 338-3900
International Bank of Commerce, Brownsville
1600 FM 802
Brownsville, TX 78522-1031
(956) 547-1000
1623 Central Blvd.
(956) 547-1200
4520 E. 14th St.
(956) 547-1300
1365 FM 802
(956) 547-1350
2370 N. Expressway Suite 7222
(956) 547-1380
630 E. Elizabeth St.
(956) 547-1356
In-Store Banking Center
3600 W. Alton Gloor Blvd
(956) 547-1390
HARLINGEN
501 S. Dixieland
(956) 428-6902
902 N. 77th Sunshine Strip
(956) 547-1424
In-Store Banking Center
1801 W. Lincoln
(956) 428-4559
PORT ISABEL
1601 W. Hwy 100
(956) 547-1471
SOUTH PADRE ISLAND
911 Padre Blvd.
(956) 761-6156
Commerce Bank 2120 E. Saunders Laredo, Texas 78044 (956) 724-1616 |
International Bank of Commerce, Zapata U.S Hwy. 83 at 10th Ave. Zapata, TX 78076 (956) 765-8361 |
||||
IH 35 and Mann Rd. (956) 724-2424 |
Zapata Hwy at Blaine St. (956) 725-2525 |
1200 Welby Court (956) 728-1010 |
ROMA U.S Hwy. 83 at Port Aleza (956) 849-1047 |
RIO GRANDE CITY E. Hwy. 83 # 4015 (956) 487-5531 |
In-Store Banking Center 4534 E. Hwy. 83 (956) 488-6367 |
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
(Consolidated)
The following consolidated selected financial data is derived from the Corporation's audited financial statements as of and for the five years ended December 31, 2003. The following consolidated financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes in this report.
|
AS OF OR FOR THE YEARS ENDED DECEMBER 31,
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2000
|
1999
|
||||||||||||
|
(Dollars in Thousands, Except Per Share Data)
|
||||||||||||||||
BALANCE SHEET | |||||||||||||||||
Assets |
|
$ |
6,578,310 |
|
$ |
6,495,635 |
|
$ |
6,381,401 |
|
$ |
5,860,714 |
|
$ |
5,421,804 |
||
Net loans | 2,700,354 | 2,725,349 | 2,608,467 | 2,212,467 | 1,876,754 | ||||||||||||
Deposits | 4,435,699 | 4,239,899 | 4,332,834 | 3,744,598 | 3,527,212 | ||||||||||||
Other borrowed funds | 845,276 | 1,185,857 | 777,296 | 1,432,500 | 1,380,000 | ||||||||||||
Junior subordinated deferrable interest debentures | 172,254 | | | | | ||||||||||||
Shareholders' equity | 577,383 | 547,264 | 497,028 | 416,892 | 353,436 | ||||||||||||
INCOME STATEMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest income |
|
$ |
318,051 |
|
$ |
353,928 |
|
$ |
390,355 |
|
$ |
415,332 |
|
$ |
337,219 |
||
Interest expense | 94,725 | 116,415 | 200,808 | 251,756 | 185,205 | ||||||||||||
|
|
|
|
|
|||||||||||||
Net interest income | 223,326 | 237,513 | 189,547 | 163,576 | 152,014 | ||||||||||||
Provision for possible loan losses | 8,291 | 8,541 | 8,631 | 6,824 | 6,379 | ||||||||||||
Non-interest income | 127,273 | 85,645 | 79,588 | 63,796 | 64,483 | ||||||||||||
Non-interest expense | 159,754 | 154,843 | 135,441 | 111,957 | 106,983 | ||||||||||||
|
|
|
|
|
|||||||||||||
Income before income taxes and cumulative change in accounting principle | 182,554 | 159,774 | 125,063 | 108,591 | 103,135 | ||||||||||||
Income taxes |
|
|
60,426 |
|
|
54,013 |
|
|
41,721 |
|
|
33,417 |
|
|
36,887 |
||
Cumulative effect of a change in accounting principle, net of taxes | | (5,130 | ) | | | | |||||||||||
|
|
|
|
|
|||||||||||||
Net income |
|
$ |
122,128 |
|
$ |
100,631 |
|
$ |
83,342 |
|
$ |
75,174 |
|
$ |
66,248 |
||
|
|
|
|
|
|||||||||||||
Adjusted net income |
|
$ |
122,128 |
|
$ |
100,631 |
|
$ |
86,188 |
|
$ |
77,266 |
|
$ |
68,132 |
||
|
|
|
|
|
|||||||||||||
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Basic | $ | 3.16 | $ | 2.52 | $ | 2.02 | $ | 1.80 | $ | 1.55 | |||||||
Diluted |
|
$ |
3.09 |
|
$ |
2.46 |
|
$ |
1.98 |
|
$ |
1.77 |
|
$ |
1.53 |
||
Adjusted per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Basic | $ | 3.16 | $ | 2.52 | $ | 2.08 | $ | 1.85 | $ | 1.60 | |||||||
Diluted |
|
$ |
3.09 |
|
$ |
2.46 |
|
$ |
2.05 |
|
$ |
1.82 |
|
$ |
1.57 |
Note 1: See note 16 of notes to the consolidated financial statements regarding the discontinuation of goodwill amortization. On January 1, 2002, the Company adopted the remaining provisions of SFAS No. 142, which discontinued amortization of goodwill. Accordingly, adjusted net income and per common share data for the years ended December 31, 2003 and 2002 is the same as actual numbers.
Note 2: See note 9 of notes to the consolidated financial statements regarding the adoption of FIN 46, as revised. The Company early-adopted the provisions of FIN 46, as revised, as of December 31, 2003 and thus deconsolidated its investment in eight special purpose business trusts established for the issuance of trust preferred securities.
1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis represents an explanation of significant changes in the financial position and results of operations of International Bancshares Corporation and subsidiaries (the "Company" or the "Corporation") on a consolidated basis for the three-year period ended December 31, 2003. The following discussion should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and the Selected Financial Data and Consolidated Financial Statements included elsewhere herein.
Special Cautionary Notice Regarding Forward Looking Information
Certain matters discussed in this report, excluding historical information, include forward-looking statements. Although the Company believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached. The words "estimate," "expect," "intend," and "project," as well as other words or expressions of a similar meaning are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors.
Factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others the following possibilities:
2
It is not possible to foresee or identify all such factors. The Company makes no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law.
Overview
The Company, which is headquartered in Laredo, Texas and serves the South and Southeast Texas regions, provides banking services for commercial, consumer and international customers. The Company is the second largest independent commercial bank holding company in Texas. The Company, through its bank subsidiaries, is in the business of gathering funds from various sources and investing those funds in order to earn a return. The Company also owns an insurance agency and a majority interest in an investment banking unit. The Company's primary earnings come from the spread between the interest earned on interest bearing assets and the interest paid on interest-bearing liabilities. In addition, the Company generates income from fees on products offered to commercial, consumer and international customers.
A primary goal of the Company is to grow net interest income and non-interest income while adequately managing credit risk and interest rate risk. Effective management of capital is a critical objective of the Company. A key measure of the performance of a banking institution is the return on average common equity ("ROE"). The Company's ROE for the year ended December 31, 2003 was 22.68% as compared to 20.44% for the year ended December 31, 2002.
The Company is very active in facilitating trade along the United States border with Mexico. The Company does a significant amount of business with customers domiciled in Mexico. Deposits from persons and entities domiciled in Mexico comprise a significant and stable portion of the deposit base of the Company. Many of the Texas markets served by the Company have a large Hispanic population.
Expense control is another essential element in the Company's profitability. As a result, one of the key ratios the Company monitors is the efficiency ratio, which is a measure of non-interest expense to net-interest income plus non-interest income. The Company's efficiency ratio has been under 53% for each of the last five years, which the Company believes is better than average compared to its national peer group. One of the benefits derived from such operating efficiencies is that the Company is not subject to undue pressure to generate interest income from high-risk loans.
During the fourth quarter of 2003, the Company reduced its assets by approximately $1 billion dollars in anticipation of a large acquisition. On January 22, 2004, the Company entered into a definitive agreement to acquire Local Financial Corporation ("LFIN"), an Oklahoma based bank holding company with $2.9 billion in assets. The transaction is subject to regulatory approvals, approval by the shareholders of LFIN and certain other conditions set forth in the definitive agreement. It is anticipated that the transaction will close in the summer of 2004. The reduction in the assets of the Company is expected to reduce net interest income in the near term. Once the LFIN transaction is consummated, the Company believes it will be immediately accretive to its earnings per share.
3
Results of Operations
Summary
Consolidated Statements of Condition Information
|
December 31, 2003
|
December 31, 2002
|
Percent Increase
(Decrease) |
||||||
---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||
Assets | $ | 6,578,310 | $ | 6,495,635 | 1.3 | % | |||
Net loans | 2,700,354 | 2,725,349 | (.9 | ) | |||||
Deposits | 4,435,699 | 4,239,899 | 4.6 | ||||||
Other borrowed funds | 845,272 | 1,185,857 | (28.7 | ) | |||||
Shareholders' equity | 577,383 | 547,264 | 5.5 |
Consolidated Statements of Income Information
|
Year Ended
December 31, 2003 |
Year Ended
December 31, 2002 |
Percent
Increase (Decrease) 2003 vs. 2002 |
Year ended
December 31, 2001 |
Percent
Increase (Decrease) 2002 vs. 2001 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||||||
Interest income | $ | 318,051 | $ | 353,928 | (10.1 | )% | $ | 390,355 | (9.3 | )% | |||||
Interest expense | 94,725 | 116,415 | (18.6 | ) | 200,808 | (42.0 | ) | ||||||||
Net interest income | 223,326 | 237,513 | (6.0 | ) | 189,547 | 25.3 | |||||||||
Provision for possible loan losses | 8,291 | 8,541 | (2.9 | ) | 8,631 | (1.0 | ) | ||||||||
Non-interest income | 127,273 | 85,645 | 48.6 | 79,588 | 7.6 | ||||||||||
Non-interest expense | 159,754 | 154,843 | 3.2 | 135,441 | 14.3 | ||||||||||
Net income | 122,128 | 100,631 | 21.4 | 83,342 | 20.7 | ||||||||||
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic | $ | 3.16 | $ | 2.52 | 25.4 | % | $ | 2.02 | 24.8 | % | |||||
Diluted | 3.09 | 2.46 | 25.6 | 1.98 | 24.2 | ||||||||||
Efficiency Ratio |
|
|
45.6 |
% |
|
47.9 |
% |
(4.8 |
)% |
|
50.3 |
% |
(4.8 |
)% |
Net Income
Net income increased by 21.4% for 2003 from 2002 despite the current low interest rate environment. Net income for 2003 was positively affected by gains recognized on bond sales, which were made to reposition a portion of the Company's bond portfolio to realize the equity that was eroding in the portfolio due to rapid principal repayments.
Net income for 2002 was negatively affected by an impairment charge of $6,081,000 relating to the Company's investment in the Aircraft Finance Trust ("AFT"). The Company accounts for its investment in AFT under the equity method of accounting. AFT utilizes derivative instruments to manage the interest rate on bonds that it has issued. The derivatives qualify as cash flow hedges and are reported at fair value. The Company records its proportionate share of the fair value of the derivatives as an increase or decrease in the investment in AFT and accumulated other comprehensive income, net of tax. The Company's proportionate share of earnings or losses of AFT were losses of $948,000, $6,799,000 and $1,766,000 for the years ended December 31, 2003, 2002 and 2001, respectively. Because of the losses from operations that AFT had reported as a result of the events of September 11 and the resulting impact on the airline industry, the Company evaluated its investment, which resulted in the Company recording the charge in 2002. At December 31, 2003 and 2002, the Company's investment in AFT, without the proportionate share of the fair value of the AFT derivatives was $0 and $948,000, respectively. At December 31, 2003 and 2002,
4
the Company's investment in AFT, including the proportionate share of the fair value of the AFT derivatives was $0.
Net income for 2002 was also negatively affected by a write-off of $1,159,000 relating to the closure of several in-store branches previously located in Albertson's supermarkets. On March 13, 2002, Albertson's, Inc. announced its intention to exit substantially all of the Company's markets. The Company began its relationship with Albertson's in 1995. Thirty nine Albertson's supermarkets and the related in-store branches of the Company located in Houston, San Antonio, Brownsville, Corpus Christi, Laredo, Edinburg, San Juan, Pharr, Mission, Weslaco and Harlingen were closed. On June 7, 2002, H-E-B agreed to purchase certain former Albertson's locations in San Antonio and the Rio Grande Valley. The Company subsequently agreed with H-E-B to open in 4 of the Company's previous in-store locations and the Company also agreed to open an in-store branch in another former Albertson's store that was not occupied by the Company. On May 10, 2002, Kroger Co. agreed to purchase certain former Albertson's locations in Houston. The Company subsequently agreed with Kroger to open in 3 of the Company's previous in-store locations. During the third quarter 2002, the Company concluded that the remaining in-store locations would not be re-opened and wrote off $1,159,000 of its investment in the related in-store branches. The Company continues to maintain one Albertson's in-store branch in the New Braunfels market that was not closed by Albertson's. As a result of the new branch arrangements in Houston and San Antonio and the Company's extensive branch network, including additional traditional branches that were opened in 2003, the Company does not believe that the Albertson's closures had any material long term negative effects on its deposit base, consolidated financial condition or results of operations.
On August 1, 2002, the Company completed its sale of three bank branches in Rockdale, Taylor and Giddings, Texas to Citizens National Bank located in Cameron, Texas. The branches were previously acquired by the Company as part of its acquisition of National Bancshares Corporation in the fourth quarter of 2001 and represented approximately $36.3 million in loans and $93.1 million in deposits. As a result of the sale, the Company recorded a gain of $3.1 million in 2002. The Company sold these branches because they did not fit into the long-term strategic plans of the Company.
Net Interest Income
Net interest income is the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed. Net interest income is the Company's largest source of revenue. Net
5
interest income is affected by both changes in the level of interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities.
|
For the years ended December 31,
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2003
Average Rate/Cost |
2002
Average Rate/Cost |
2001
Average Rate/Cost |
|||||||
Assets | ||||||||||
Interest earning assets: | ||||||||||
Loan, net of unearned discounts: | ||||||||||
Domestic | 6.53 | % | 7.02 | % | 10.22 | % | ||||
Foreign | 5.15 | 5.68 | 9.24 | |||||||
Investment securities: | ||||||||||
Taxable | 4.18 | 5.61 | 6.47 | |||||||
Tax-exempt | 4.81 | 4.91 | 4.97 | |||||||
Time deposits with banks | 5.59 | 2.18 | 7.73 | |||||||
Federal funds sold | .92 | 1.53 | 1.90 | |||||||
Other | 10.01 | 4.55 | 8.52 | |||||||
|
|
|
||||||||
Total interest-earning assets |
|
5.16 |
% |
6.16 |
% |
7.26 |
% |
|||
Liabilities |
|
|
|
|
|
|
|
|||
Interest bearing liabilities: | ||||||||||
Savings and interest bearing demand deposits | .77 | % | 1.16 | % | 2.39 | % | ||||
Time deposits: | ||||||||||
Domestic | 1.18 | 2.73 | 4.77 | |||||||
Foreign | 3.05 | 2.31 | 4.54 | |||||||
Securities sold under repurchase agreements and federal funds purchased | 3.97 | 3.95 | 4.82 | |||||||
Other borrowings and junior subordinated deferrable interest debentures | 1.71 | 2.30 | 4.32 | |||||||
|
|
|
||||||||
Total interest bearing liabilities |
|
1.73 |
% |
2.27 |
% |
4.13 |
% |
Due to decreasing market interest rates in 2003, 2002 and 2001, the Company accordingly lowered interest rates on loans and deposits, which in turn affected the yield on interest earning assets and interest bearing liabilities. The yield on average interest earning assets decreased 16.2% from 6.16% in 2002 to 5.16% in 2003, and the rates paid on average interest bearing liabilities decreased 23.4% from 2.27% in 2002 to 1.73% in 2003. The yield on average interest earning assets decreased 15.2% from 7.26% in 2001 to 6.16% in 2002 and the rates paid on average interest bearing liabilities decreased 45.0% from 4.13% in 2001 to 2.27% in 2002.
The following table analyzes the changes in net interest income during 2003 and 2002 and the relative effect of changes in interest rates and volumes for each major classification of interest earning assets and
6
interest-bearing liabilities. Nonaccrual loans have been included in assets for the purpose of this analysis, which reduces the resulting yields:
|
2003 compared to 2002
Net increase (decrease) due to |
2002 compared to 2001
Net increase (decrease) due to |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Volume(1)
|
Rate(1)
|
Total
|
Volume(1)
|
Rate(1)
|
Total
|
|||||||||||||||
|
(Dollars in Thousands)
|
(Dollars in Thousands)
|
|||||||||||||||||||
Interest earned on: | |||||||||||||||||||||
Loans, net of unearned discounts: | |||||||||||||||||||||
Domestic | $ | 7,737 | $ | (12,238 | ) | $ | (4,501 | ) | $ | 23,648 | $ | (30,612 | ) | $ | (6,964 | ) | |||||
Foreign | (1,243 | ) | (1,259 | ) | (2,502 | ) | 73 | (8,334 | ) | (8,261 | ) | ||||||||||
Investment securities: | |||||||||||||||||||||
Taxable | 15,877 | (45,017 | ) | (29,140 | ) | 4,656 | (24,960 | ) | (20,304 | ) | |||||||||||
Tax-exempt | 258 | (102 | ) | 156 | 188 | (59 | ) | 129 | |||||||||||||
Time deposits with banks | (12 | ) | (15 | ) | (27 | ) | (188 | ) | 62 | (126 | ) | ||||||||||
Federal funds sold | 250 | (327 | ) | (77 | ) | (274 | ) | (197 | ) | (471 | ) | ||||||||||
Other | 13 | 201 | 214 | (33 | ) | (397 | ) | (430 | ) | ||||||||||||
|
|
|
|
|
|
||||||||||||||||
Total interest income | $ | 22,880 | $ | (58,757 | ) | $ | (35,877 | ) | $ | 28,070 | $ | (64,497 | ) | $ | (36,427 | ) | |||||
|
|
|
|
|
|
||||||||||||||||
Interest incurred on: | |||||||||||||||||||||
Savings and interest bearing demand deposits | $ | 1,041 | $ | (5,058 | ) | $ | (4,017 | ) | $ | 4,699 | $ | (14,430 | ) | $ | (9,400 | ) | |||||
Time deposits: | |||||||||||||||||||||
Domestic | 9,967 | (18,856 | ) | (8,889 | ) | (1,488 | ) | (19,430 | ) | (20,918 | ) | ||||||||||
Foreign | (16,343 | ) | 8,338 | (8,005 | ) | 2,746 | (30,675 | ) | (27,929 | ) | |||||||||||
Securities sold under repurchase agreements and federal funds purchased | (1,024 | ) | 98 | (926 | ) | 926 | (4,330 | ) | (3,404 | ) | |||||||||||
Other borrowings and junior subordinated deferrable interest debentures | 7,404 | (7,257 | ) | 147 | (1,054 | ) | (21,688 | ) | (22,742 | ) | |||||||||||
|
|
|
|
|
|
||||||||||||||||
Total interest expense | $ | 1,045 | $ | (22,735 | ) | $ | (21,690 | ) | $ | 5,830 | $ | (90,223 | ) | $ | (84,393 | ) | |||||
|
|
|
|
|
|
||||||||||||||||
Net interest income | $ | 21,835 | $ | (36,022 | ) | $ | (14,187 | ) | $ | 22,240 | $ | 25,726 | $ | 47,966 | |||||||
|
|
|
|
|
|
(Note 1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
As part of its strategy to manage interest rate risk, the Company strives to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis. A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period. Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets. A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities. Conversely, net interest income should contract somewhat in a period of falling interest rates. Management can quickly change the Company's interest rate position at any given point in time as market conditions dictate. Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time. Analytical techniques employed by the Company to supplement gap analysis include simulation analysis to quantify interest rate risk exposure. The gap analysis prepared by management is reviewed by the Investment Committee of the Company twice a year. Management currently believes that the Company is properly positioned for interest rate changes; however if management determines at any time that the Company is not properly positioned, it will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes.
7
At December 31, 2003, based on these simulations, a rate shift of 200 basis points in interest rates either up or down will not vary earnings by more than 3 percent of projected 2004 net interest income. A 200 basis point shift in interest rates is a hypothetical rate scenario used to calibrate risk, and does not necessarily represent management's current view of future market developments. The Company believes that it is properly positioned for a potential rate increase or decrease.
Allowance for Possible Loan Loss
The following table presents information concerning the aggregate amount of non-accrual, past due and restructured domestic loans; certain loans may be classified in one or more category:
|
December 31,
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2000
|
1999
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Loans accounted for on a non-accrual basis | $ | 20,960 | $ | 3,649 | $ | 8,170 | $ | 6,191 | $ | 7,234 | |||||
Loans contractually past due ninety days or more as to interest or principal payments | 7,666 | 5,241 | 2,937 | 7,064 | 13,758 | ||||||||||
Loans accounted for as "troubled debt restructuring" | 213 | 165 | 103 | 491 | 543 |
The increase in non-accrual loans from 2002 to 2003 can be attributed to two fully secured credits the Company placed on non-accrual status, totaling approximately $17,800,000. On January 7, 2004, management determined that one of the fully secured credits be returned to accrual status and on March 1, 2004, management determined that the second of the two fully secured credits also be returned to accrual status.
The following table presents information concerning the aggregate amount of non-accrual and past due foreign loans extended to persons or entities in Mexico or to the Mexican Government, certain loans may be classified in one or more category:
|
December 31,
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2000
|
1999
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Loans accounted for on a non-accrual basis | $ | 85 | $ | 254 | $ | 82 | $ | 82 | $ | 428 | |||||
Loans contractually past due ninety days or more as to interest or principal payments | 597 | 21 | 66 | 258 | 490 |
The gross income that would have been recorded during 2003 and 2002 on non-accrual and restructured loans in accordance with their original contract terms was $1,814,000 and $511,000 on domestic loans and $56,000 and $56,000 on foreign loans, respectively. The amount of interest income on such loans that was recognized in 2003 and 2002 was $1,086,000 and $42,000 on domestic loans and $5,000 and $2,000 for foreign loans, respectively.
The non-accrual loan policy of the bank subsidiaries is to discontinue the accrual of interest on loans when management determines that it is probable that future interest accruals will be uncollectible. Interest income on non-accrual loans is recognized only to the extent payments are received or when, in management's opinion, the creditor's financial condition warrants reestablishment of interest accruals. Under special circumstances, a loan may be more than 90 days delinquent as to interest or principal and not be placed on non-accrual status. When any of the above occurs, loan officers are required to recommend placing a loan on non-accrual status by sending a memo to the senior loan officer. When a loan is placed on non-accrual status, any interest accrued but not paid is reversed and charged to operations against interest income.
The preceding tables indicate that there are certain loans technically past due 90 days or more on performing status. This situation generally results when a bank subsidiary has a borrower who is
8
experiencing financial difficulties but not to the extent that requires a restructuring of indebtedness. The majority of this category is composed of loans that are considered to be adequately secured and/or for which there has been a recent history of payments.
Loan commitments, consisting of unused commitments to lend, letters of credit, credit card lines and other approved loans, that have not been funded, were $770,896,000 and $722,453,000 at December 31, 2003 and 2002, respectively. See Note 19 to the Consolidated Financial Statements.
The following table summarizes loan balances at the end of each year and average loans outstanding during the year; changes in the allowance for possible loan losses arising from loans charged-off and recoveries on loans previously charged-off by loan category; and additions to the allowance which have been charged to expense:
|
2003
|
2002
|
2001
|
2000
|
1999
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||||||||||||||
Loans, net of unearned discounts, outstanding at December 31 | $ | 2,749,000 | $ | 2,769,562 | $ | 2,648,532 | $ | 2,243,279 | $ | 1,903,524 | ||||||||
|
|
|
|
|
||||||||||||||
Average loans outstanding during the year (Note 1) | $ | 2,756,003 | $ | 2,664,856 | $ | 2,358,886 | $ | 2,103,593 | $ | 1,731,640 | ||||||||
|
|
|
|
|
||||||||||||||
Balance of allowance at January 1 | $ | 44,213 | $ | 40,065 | $ | 30,812 | $ | 26,770 | $ | 25,551 | ||||||||
Provision charged to expense | 8,291 | 8,541 | 8,631 | 6,824 | 6,379 | |||||||||||||
Loans charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Domestic: | ||||||||||||||||||
Commercial, financial and agricultural | (2,174 | ) | (2,490 | ) | (2,023 | ) | (1,161 | ) | (1,634 | ) | ||||||||
Real estatemortgage | (489 | ) | (240 | ) | (335 | ) | (176 | ) | (227 | ) | ||||||||
Consumer | (2,173 | ) | (2,412 | ) | (1,895 | ) | (2,323 | ) | (4,688 | ) | ||||||||
Foreign | (107 | ) | (115 | ) | (16 | ) | (22 | ) | | |||||||||
|
|
|
|
|
||||||||||||||
Total loans charged off: | (4,943 | ) | (5,257 | ) | (4,269 | ) | (3,682 | ) | (6,549 | ) | ||||||||
|
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|
|
|
||||||||||||||
Recoveries credited to allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Domestic: | ||||||||||||||||||
Commercial, financial and agricultural | 313 | 495 | 435 | 502 | 735 | |||||||||||||
Real estatemortgage | 41 | 247 | 21 | 69 | 89 | |||||||||||||
Consumer | 287 | 553 | 471 | 327 | 564 | |||||||||||||
Foreign | 444 | 34 | 9 | 2 | 1 | |||||||||||||
|
|
|
|
|
||||||||||||||
Total recoveries | 1,085 | 1,329 | 936 | 900 | 1,389 | |||||||||||||
|
|
|
|
|
||||||||||||||
Net loans charged off | (3,858 | ) | (3,928 | ) | (3,333 | ) | (2,782 | ) | (5,160 | ) | ||||||||
Allowance acquired (disposed) in purchase or sale transactions | | (465 | ) | 3,955 | | | ||||||||||||
|
|
|
|
|
||||||||||||||
Balance of allowance at December 31 | $ | 48,646 | $ | 44,213 | $ | 40,065 | $ | 30,812 | $ | 26,770 | ||||||||
|
|
|
|
|
||||||||||||||
Ratio of net loans charged-off during the year to average loans outstanding during the year (Note 1) | .14 | % | .15 | % | .14 | % | .13 | % | .30 | % | ||||||||
|
|
|
|
|
||||||||||||||
Ratio of allowance to loans, net of unearned discounts, outstanding at December 31 | 1.77 | % | 1.60 | % | 1.51 | % | 1.37 | % | 1.41 | % | ||||||||
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|
|
|
|
(Note 1) The average balances for purposes of the above table are calculated on the basis of month-end balances.
9
The allowance for possible loan losses has been allocated based on the amount management has deemed to be reasonably necessary to provide for the probable losses incurred within the following categories of loans at the dates indicated and the percentage of loans to total loans in each category:
|
At December 31,
|
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2000
|
1999
|
|||||||||||||||||||||
|
Allowance
|
Percent
of total |
Allowance
|
Percent
of total |
Allowance
|
Percent
of total |
Allowance
|
Percent
of total |
Allowance
|
Percent
of total |
||||||||||||||||
|
(Dollars in Thousands)
|
|||||||||||||||||||||||||
Commercial, Financial and Agricultural | $ | 26,359 | 50.9 | % | $ | 27,024 | 57.5 | % | $ | 24,101 | 56.1 | % | $ | 18,904 | 57.2 | % | $ | 16,745 | 58.4 | % | ||||||
Real estateMortgage | 9,328 | 18.0 | 8,604 | 18.3 | 7,147 | 16.6 | 4,222 | 12.8 | 4,185 | 14.6 | ||||||||||||||||
Real estateConstruction | 9,266 | 17.9 | 4,686 | 10.0 | 4,389 | 10.2 | 3,418 | 10.3 | 1,949 | 6.8 | ||||||||||||||||
Consumer | 2,635 | 5.1 | 2,720 | 5.8 | 2,926 | 6.8 | 2,437 | 7.4 | 2,569 | 8.9 | ||||||||||||||||
Foreign | 1,058 | 8.1 | 1,179 | 8.4 | 1,502 | 10.3 | 1,831 | 12.3 | 1,322 | 11.3 | ||||||||||||||||
|
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|
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|
|
|
|
|
|||||||||||||||||
$ | 48,646 | 100.0 | % | $ | 44,213 | 100.0 | % | $ | 40,065 | 100.0 | % | $ | 30,812 | 100.0 | % | $ | 26,770 | 100.0 | % | |||||||
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|
|
The allowance for possible loan losses consists of the aggregate loan loss allowances of the bank subsidiaries. The allowances are established through charges to operations in the form of provisions for possible loan losses. Loan losses or recoveries are charged or credited directly to the allowances.
The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a "loss" by bank examiners. Commercial, financial and agricultural or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the portion of the loan so exposed is anticipated based on actual results and on the borrower's financial condition. Generally, unsecured consumer loans are charged off when 90 days past due.
While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the allowance for possible loan losses can be made only on a subjective basis. It is the judgment of the Company's management that the allowance for possible loan losses at December 31, 2003 was adequate to absorb probable losses from loans in the portfolio at that date. See Critical Accounting Policies on page 21.
10
|
Year Ended
December 31, 2003 |
Year Ended
December 31, 2002 |
Percent
Increase (Decrease) 2003 vs. 2002 |
Year Ended
December 31, 2001 |
Percent
Increase (Decrease) 2002 vs. 2001 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||||||
Service charges on deposit accounts | $ | 60,022 | $ | 52,648 | 14.0 | % | $ | 42,497 | 23.9 | % | |||||
Other service charges, commissions and fees | |||||||||||||||
Banking | 14,104 | 13,000 | 8.5 | 9,993 | 30.1 | ||||||||||
Non-banking | 11,801 | 5,669 | 108.2 | 6,132 | (7.6 | ) | |||||||||
Investment securities transactions, net | 23,390 | 2,303 | 915.6 | (1,010 | ) | (328.0 | ) | ||||||||
Other investments, net | 8,606 | (2,598 | ) | (431.3 | ) | 10,636 | (124.4 | ) | |||||||
Other income | 9,350 | 14,623 | (36.1 | ) | 11,340 | 29.0 | |||||||||
|
|
|
|
|
|||||||||||
Total non-interest income | $ | 127,273 | $ | 85,645 | 48.6 | % | $ | 79,588 | 7.6 | % | |||||
|
|
|
|
|
The Company recorded investment securities gains of $23,390,000 in 2003 compared to gains of $2,303,000 for 2002. These gains in 2003 and 2002 occurred due to a program to reposition a portion of the Company's bond portfolio to realize the equity that was eroding in the portfolio due to rapid principal repayments, the result of which, in effect, accelerated future earnings. Non-interest income also includes income on other investments. Income on other investments increased to $8,606,000 in 2003 from $(2,598,000) in 2002, which decreased from $10,636,000 in 2001. The decrease in 2002 can be attributed to losses taken by the Company on its investment in AFT. In 2002, other non-interest income increased $3,283,000 primarily from the gain recorded on the sale of the former National Bancshares Corporation branches.
Non-Interest Expense
|
Year Ended
December 31, 2003 |
Year Ended
December 31, 2002 |
Percent
Increase (Decrease) 2003 vs. 2002 |
Year Ended
December 31, 2001 |
Percent
Increase (Decrease) 2002 vs. 2001 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||||||
Employee compensation and benefits | $ | 72,860 | $ | 65,907 | 10.5 | % | $ | 58,962 | 11.8 | % | |||||
Occupancy | 12,050 | 13,211 | (8.8 | ) | 11,190 | 18.1 | |||||||||
Depreciation of bank premises and equipment | 18,105 | 16,153 | 12.1 | 13,434 | 20.2 | ||||||||||
Professional fees | 7,545 | 6,089 | 23.9 | 5,019 | 21.3 | ||||||||||
Stationery and supplies | 3,855 | 4,079 | (5.5 | ) | 3,664 | 11.3 | |||||||||
Amortization of identified intangible assets | 1,276 | 1,812 | (29.6 | ) | 5,378 | (66.3 | ) | ||||||||
Advertising | 7,011 | 6,010 | 16.7 | 6,846 | (12.2 | ) | |||||||||
Other | 37,052 | 41,582 | (10.9 | ) | 30,948 | 34.4 | |||||||||
|
|
|
|
|
|||||||||||
Total non-interest expense | $ | 159,754 | $ | 154,843 | 3.2 | % | $ | 135,441 | 400.3 | % | |||||
|
|
|
|
|
Expense control is an essential element in the Company's profitability. This is achieved through maintaining optimum staffing levels, an effective budgeting process, and internal consolidation of bank functions. The increases in non-interest expense for the three years ended 2003 were due to the expanded operations of the Company's bank subsidiaries (including the acquisition of National Bancshares
11
Corporation at the end of 2001, which added approximately 83 employees) and increased fees paid by the Company's investment banking unit, the GulfStar Group in 2003.
Effects of Inflation
The principal component of earnings is net interest income, which is affected by changes in the level of interest rates. Changes in rates of inflation affect interest rates. It is difficult to precisely measure the impact of inflation on net interest income because it is not possible to accurately differentiate between increases in net interest income resulting from inflation and increases resulting from increased business activity. Inflation also raises costs of operation, primarily those of employment and services.
Financial Condition
Investment Securities
The following table sets forth the carrying value of investment securities as of December 31, 2003, 2002 and 2001:
|
December 31,
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
||||||||
|
(Dollars in Thousands)
|
||||||||||
U.S. Treasury and Government Securities | |||||||||||
Available for sale | $ | 22,011 | $ | 12,589 | $ | 148,141 | |||||
Mortgage-backed securities | |||||||||||
Available for sale | 2,868,293 | 2,895,338 | 2,655,417 | ||||||||
Obligations of states and political subdivisions | |||||||||||
Available for sale | 110,382 | 105,952 | 89,486 | ||||||||
Equity securities | |||||||||||
Available for sale | 10,455 | 8,057 | 4,610 | ||||||||
Other securities | |||||||||||
Held to maturity | 2,160 | 2,060 | 2,085 | ||||||||
Available for sale | 28,200 | 48,775 | 27,467 | ||||||||
|
|
|
|||||||||
Total | $ | 3,041,501 | $ | 3,072,771 | $ | 2,927,206 | |||||
|
|
|
The following tables set forth the contractual maturities of investment securities, based on amortized cost, at December 31, 2003 and the average yields of such securities, except for the totals, which reflect the
12
weighted average yields. Actual maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.
|
Available for Sale
Maturing |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Within one year
|
After one but within
five years |
After five but within
ten years |
After ten years
|
||||||||||||||||||
|
Adjusted
|
Adjusted
|
Adjusted
|
Adjusted
|
||||||||||||||||||
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
||||||||||||||
|
(Dollars in Thousands)
|
|||||||||||||||||||||
U.S. Treasury and obligations of U.S. Government agencies | $ | 1,809 | 2.37 | % | $ | | | $ | 9,925 | 4.08 | % | $ | 10,091 | 7.43 | % | |||||||
Mortgage-backed securities | 4,345 | 7.36 | % | 39,906 | 6.48 | % | 365,637 | 4.43 | % | 2,449,162 | 4.76 | % | ||||||||||
Obligations of states and political subdivisions | 449 | 7.63 | % | | | 750 | 4.45 | % | 103,537 | 4.69 | % | |||||||||||
Other securities | | | | | | | 24,148 | 9.25 | % | |||||||||||||
Equity securities | 325 | | | | | | 9,500 | 3.67 | % | |||||||||||||
|
|
|
|
|||||||||||||||||||
Total | $ | 6,928 | 5.73 | % | $ | 39,906 | 6.48 | % | $ | 376,312 | 4.41 | % | $ | 2,596,438 | 4.81 | % | ||||||
|
|
|
|
|
Held to Maturity
Maturing |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Within one year
|
After one but within
five years |
After five but within
ten years |
After ten years
|
|||||||||||||||||
|
Adjusted
|
Adjusted
|
Adjusted
|
Adjusted
|
|||||||||||||||||
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
|||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||
Other securities | $ | 25 | 8.10 | % | $ | 135 | 5.74 | % | $ | 1,900 | 5.39 | % | $ | 100 | 7.00 | % | |||||
|
|
|
|
||||||||||||||||||
Total |
|
$ |
25 |
|
8.10 |
% |
$ |
135 |
|
5.74 |
% |
$ |
1,900 |
|
5.39 |
% |
$ |
100 |
|
7.00 |
% |
|
|
|
|
Mortgage-backed securities are primarily securities issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), Federal National Mortgage Association ("Fannie Mae"), and the Government National Mortgage Association ("Ginnie Mae").
Loans
The amounts of loans outstanding, by classification, at December 31, 2003, 2002, 2001, 2000 and 1999 are shown in the following table:
|
December 31,
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2000
|
1999
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||
Commercial, financial and agricultural | $ | 1,400,173 | $ | 1,595,140 | $ | 1,488,196 | $ | 1,286,576 | $ | 1,115,511 | |||||||
Real estatemortgage | 495,481 | 507,837 | 441,296 | 287,319 | 278,819 | ||||||||||||
Real estateconstruction | 492,208 | 276,595 | 271,026 | 232,589 | 129,813 | ||||||||||||
Consumer | 139,987 | 160,546 | 180,652 | 165,875 | 171,104 | ||||||||||||
Foreign | 222,797 | 233,276 | 273,038 | 278,119 | 216,632 | ||||||||||||
|
|
|
|
|
|||||||||||||
Total loans |
|
|
2,750,646 |
|
|
2,773,394 |
|
|
2,654,208 |
|
|
2,250,478 |
|
|
1,911,879 |
|
|
Unearned discount |
|
|
(1,646 |
) |
|
(3,832 |
) |
|
(5,676 |
) |
|
(7,199 |
) |
|
(8,355 |
) |
|
|
|
|
|
|
|||||||||||||
Loans, net of unearned discount |
|
$ |
2,749,000 |
|
$ |
2,769,562 |
|
$ |
2,648,532 |
|
$ |
2,243,279 |
|
$ |
1,903,524 |
|
|
|
|
|
|
|
The following table shows the amounts of loans (excluding real estate mortgages and consumer loans) outstanding as of December 31, 2003 which, based on remaining scheduled repayments of principal, are
13
due in the years indicated. Also, the amounts due after one year are classified according to the sensitivity to changes in interest rates:
|
Maturing
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Within one
year |
After one but
within five years |
After five
years |
Total
|
|||||||||
|
(Dollars in Thousands)
|
||||||||||||
Commercial, financial and agricultural | $ | 425,494 | $ | 857,734 | $ | 116,945 | $ | 1,400,173 | |||||
Real estateconstruction | 273,179 | 207,676 | 11,353 | 492,208 | |||||||||
Foreign | 143,011 | 74,832 | 4,954 | 222,797 | |||||||||
|
|
|
|
||||||||||
Total |
|
$ |
841,684 |
|
$ |
1,140,242 |
|
$ |
133,252 |
|
$ |
2,115,178 |
|
|
|
|
|
|
Interest sensitivity
|
||||||
---|---|---|---|---|---|---|---|
|
Fixed Rate
|
Variable Rate
|
|||||
|
(Dollars in Thousands)
|
||||||
Due after one but within five years | $ | 152,289 | $ | 987,953 | |||
Due after five years | 17,097 | 116,155 | |||||
|
|
||||||
Total |
|
$ |
169,386 |
|
$ |
1,104,108 |
|
|
|
Mexico
On December 31, 2003, the Company had $222,797,000 (3.4% of total assets) in loans outstanding to borrowers domiciled in Mexico. The loan policies of the Company's bank subsidiaries generally require that loans to borrowers domiciled in Mexico be primarily secured by assets located in the United States or have credit enhancements, in the form of guarantees, from significant United States corporations. The composition of such loans and the related amounts of allocated allowance for possible loan losses as of December 31, 2003 is presented below.
|
Amount of
Loans |
Related
Allowance for Possible Losses |
||||
---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||
Secured by certificates of deposits in United States banks | $ | 128,165 | $ | 64 | ||
Secured by United States real estate | 35,922 | 399 | ||||
Secured by other United States collateral (securities, gold, silver, etc.) | 9,154 | 92 | ||||
Foreign real estate guaranteed under lease obligations primarily by U.S. companies | 1,280 | 13 | ||||
Direct unsecured Mexican sovereign debt (principally former FICORCA debt) | 2,074 | 21 | ||||
Other (principally Mexico real estate) | 46,202 | 469 | ||||
|
|
|||||
$ | 222,797 | $ | 1,058 | |||
|
|
14
The transactions for the year ended December 31, 2003, in that portion of the allowance for possible loan losses related to Mexican debt were as follows:
|
(Dollars in Thousands)
|
||||
---|---|---|---|---|---|
Balance at December 31, 2002 | $ | 1,179 | |||
Charge-offs | (107 | ) | |||
Recoveries | 444 | ||||
|
|||||
Net recoveries | 337 | ||||
Provision charged to operations | (458 | ) | |||
|
|||||
Balance at December 31, 2003 | $ | 1,058 | |||
|
Deposits
|
2003
|
2002
|
|||||||
---|---|---|---|---|---|---|---|---|---|
|
Average Balance
|
Average Balance
|
|||||||
|
(Dollars in Thousands)
|
||||||||
Deposits: | |||||||||
Demandnon-interest bearing | |||||||||
Domestic | $ | 671,771 | $ | 616,035 | |||||
Foreign | 80,206 | 72,609 | |||||||
|
|
||||||||
Total demand non-interest bearing | 751,977 | 688,644 | |||||||
|
|
||||||||
Savings and interest bearing demand |
|
|
|
|
|
|
|||
Domestic | 1,008,259 | 935,740 | |||||||
Foreign | 309,487 | 286,450 | |||||||
|
|
||||||||
Total savings and interest bearing demand | 1,317,746 | 1,222,190 | |||||||
|
|
||||||||
Time certificates of deposit |
|
|
|
|
|
|
|||
$100,000 or more: | |||||||||
Domestic | 506,628 | 509,132 | |||||||
Foreign | 951,368 | 1,027,791 | |||||||
Less than $100,000: |
|
|
|
|
|
|
|||
Domestic | 416,217 | 444,952 | |||||||
Foreign | 363,019 | 350,133 | |||||||
|
|
||||||||
Total time, certificates of deposit | 2,237,232 | 2,332,008 | |||||||
|
|
||||||||
Total deposits |
|
$ |
4,306,955 |
|
$ |
4,242,841 |
|||
|
|
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||
Interest expense: | |||||||||||
Savings and interest bearing demand | |||||||||||
Domestic | $ | 8,145 | $ | 11,320 | $ | 18,636 | |||||
|
|
|
|||||||||
Foreign | 2,023 | 2,865 | 4,949 | ||||||||
|
|
|
|||||||||
Total savings and interest bearing demand | 10,168 | 14,185 | 23,585 | ||||||||
Time, certificates of deposit $100,000 or more |
|
|
|
|
|
|
|
|
|
||
Domestic | 9,314 | 13,442 | 25,609 | ||||||||
Foreign | 19,026 | 24,743 | 46,447 | ||||||||
Less than $100,00 |
|
|
|
|
|
|
|
|
|
||
Domestic | 7,890 | 12,652 | 21,402 | ||||||||
Foreign | 4,783 | 7,070 | 13,296 | ||||||||
|
|
|
|||||||||
Total time, certificates of deposit | 41,013 | 57,907 | 106,754 | ||||||||
|
|
|
|||||||||
Total interest expense on deposits | $ | 51,181 | $ | 72,092 | $ | 130,339 | |||||
|
|
|
15
The Company offers a variety of deposit accounts having a wide range of interest rates and terms. The Company relies primarily on its high quality customer service, sales programs and advertising to attract and retain these deposits. Deposits provide the primary source of funding for the Company's lending and investment activities, and the interest paid for deposits must be managed carefully to control the level of interest expense. Deposits at December 31, 2003 were $4,435,699,000, an increase of 4.6% over $4,239,899,000 at December 31, 2002. The increase in deposits from 2002 to 2003 is the result of a strong retail and commercial sales program initiated by the Company. The Company's deposits increased despite the continued pressure from competition inside and outside of the Company's markets and the unprecedented low interest rate environment.
Return on Equity and Assets
Certain key ratios for the Company for the years ended December 31, 2003, 2002 and 2001 follows (Note 1):
|
Years ended December 31,
|
|||||||
---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
|||||
Percentage of net income to: | ||||||||
Average shareholders' equity | 22.68 | % | 20.44 | % | 17.78 | % | ||
Average total assets | 1.79 | 1.58 | 1.39 | |||||
Percentage of average shareholders' equity to average total assets | 7.89 | 7.74 | 7.84 | |||||
Percentage of cash dividends per share to net income per share | 26.62 | 23.92 | 28.32 |
(Note 1) The average balances for purposes of the above table are calculated on the basis of month-end balances.
Liquidity and Capital Resources
Liquidity
The maintenance of adequate liquidity provides the Company's bank subsidiaries with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise. Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets. The bank subsidiaries of the Company derive their liquidity largely from deposits of individuals and business entities. Historically, the Mexico based deposits of the Company's bank subsidiaries have been a stable source of funding. Deposits from persons and entities domiciled in Mexico comprise a significant and stable portion of the deposit base of the Company's bank subsidiaries. Such deposits comprised approximately 39%, 41% and 40% of the Company's bank subsidiaries' total deposits as of December 31, 2003, 2002 and 2001, respectively. Other important funding sources for the Company's bank subsidiaries have been wholesale liabilities with the Federal Home Loan Bank ("FHLB") and large certificates of deposit, requiring management to closely monitor its asset/liability mix in terms of both rate sensitivity and maturity distribution. Primary liquidity of the Company and its subsidiaries has been maintained by means of increased investment in shorter-term securities, certificates of deposit and loans. As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time.
Asset/Liability Management
The Company's fund management policy has as its primary focus the measurement and management of the banks' earnings at risk in the face of rising and falling interest rate forecasts. The earliest and most simplistic concept of earnings at risk measurement is the gap report, which is used to generate a rough
16
estimate of the vulnerability of net interest income to changes in market rates as implied by the relative re-pricings of assets and liabilities. The gap report calculates the difference between the amounts of assets and liabilities re-pricing across a series of intervals in time, with emphasis typically placed on the one-year period. This difference, or gap, is usually expressed as a percentage of total assets.
If an excess of liabilities over assets matures or re-prices within the one-year period, the balance sheet is said to be negatively gapped. This condition is sometimes interpreted to suggest that an institution is liability-sensitive, indicating that earnings would suffer from rising rates and benefit from falling rates. If a surplus of assets over liabilities occurs in the one-year time frame, the balance sheet is said to be positively gapped, suggesting a condition of asset sensitivity in which earnings would benefit from rising rates and suffer from falling rates.
The gap report thus consists of an inventory of dollar amounts of assets and liabilities that have the potential to mature or re-price within a particular period. The flaw in drawing conclusions about interest rate risk from the gap report is that it takes no account of the probability that potential maturities or re-pricings of interest-rate-sensitive accounts will occur, or at what relative magnitudes. Because simplicity, rather than utility, is the only virtue of gap analysis, financial institutions increasingly have either abandoned gap analysis or accorded it a distinctly secondary role in managing their interest-rate risk exposure.
The net interest rate sensitivity at December 31, 2003 is illustrated in the following table. This information reflects the balances of assets and liabilities whose rates are subject to change. As indicated in the table on the following page, the Company is liability sensitive during the early time periods and is asset sensitive in the longer periods. The table shows the sensitivity of the balance sheet at one point in time and is not necessarily indicative of the position at future dates.
17
INTEREST RATE SENSITIVITY
(Dollars in Thousands)
|
Rate/Maturity
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2003
|
3 Months or
Less |
Over 3
Months to 1 Year |
Over 1
Year to 5 Years |
Over 5
Years |
Total
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Rate sensitive assets | |||||||||||||||
Federal funds sold |
|
$ |
63,500 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
63,500 |
Time deposits with banks | 100 | | | | 100 | ||||||||||
Investment securities | 106,207 | 263,973 | 600,750 | 2,070,571 | 3,041,501 | ||||||||||
Loans, net of non-accruals | 1,976,504 | 180,976 | 230,452 | 341,754 | 2,729,686 | ||||||||||
|
|
|
|
|
|||||||||||
Total earning assets |
|
$ |
2,146,311 |
|
$ |
444,949 |
|
$ |
831,202 |
|
$ |
2,412,325 |
|
$ |
5,834,787 |
|
|
|
|
|
|||||||||||
Cumulative earning assets |
|
$ |
2,146,311 |
|
$ |
2,591,260 |
|
$ |
3,422,462 |
|
$ |
5,834,787 |
|
|
|
|
|
|
|
||||||||||||
Rate sensitive liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
$ |
1,031,896 |
|
$ |
939,457 |
|
$ |
253,968 |
|
$ |
290 |
|
$ |
2,225,611 |
Other interest bearing deposits | 1,395,618 | | | | 1,395,618 | ||||||||||
Fed funds purchased and securities old under repurchase agreement | 126,340 | 69,321 | 2,875 | 302,760 | 501,296 | ||||||||||
Other borrowed funds | 845,062 | 127 | | 83 | 845,272 | ||||||||||
Junior subordinated deferrable interest debentures | 80,911 | 81,196 | | 10,147 | 172,254 | ||||||||||
|
|
|
|
|
|||||||||||
Total interest bearing liabilities |
|
$ |
3,479,827 |
|
$ |
1,090,101 |
|
$ |
256,843 |
|
$ |
313,280 |
|
$ |
5,140,051 |
|
|
|
|
|
|||||||||||
Cumulative sensitive liabilities |
|
$ |
3,479,827 |
|
$ |
4,569,928 |
|
$ |
4,826,771 |
|
$ |
5,140,051 |
|
|
|
|
|
|
|
||||||||||||
Repricing gap |
|
$ |
(1,333,516 |
) |
$ |
(645,152 |
) |
$ |
574,359 |
|
$ |
2,099,045 |
|
$ |
694,736 |
Cumulative repricing gap | (1,333,516 | ) | (1,978,668 | ) | (1,404,309 | ) | 694,736 | ||||||||
Ratio of interest-sensitive assets to liabilities | .617 | .408 | 3.236 | 7.700 | 1.135 | ||||||||||
Ratio of cumulative, interest-sensitive assets to liabilities | .617 | .567 | .709 | 1.135 |
The detailed inventory of balance sheet items contained in gap reports is the starting point of income simulation analysis. Income simulation analysis also focuses on the variability of net interest income and net income, but without the limitations of gap analysis. In particular, the fundamental, but often unstated, assumption of the gap approach that every balance sheet item that can re-price will do so to the full extent of any movement in market interest rates is taken into consideration in income simulation analysis.
Accordingly, income simulation analysis captures not only the potential of assets and liabilities to mature or re-price but also the probability that they will do so. Moreover, income simulation analysis focuses on the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time in a motion picture rather than snapshot fashion. Finally, income simulation analysis permits management to assess the probable effects on balance sheet items not only of changes in market interest rates but also of proposed strategies for responding to such changes. The Company and many other institutions rely primarily upon income simulation analysis in measuring and managing exposure to interest rate risk.
18
At December 31, 2003, based on these simulations, a rate shift of 200 basis points in interest rates either up or down will not vary earnings by more than 3 percent of projected 2004 net interest income. A 200 basis point shift in interest rates is a hypothetical rate scenario used to calibrate risk, and does not necessarily represent management's current view of future market developments. The Company believes that it is properly positioned for a potential rate increase or decrease.
All the measurements of risk described above are made based upon the Company's business mix and interest rate exposures at the particular point in time. The exposure changes continuously as a result of the Company's ongoing business and its risk management initiatives. While management believes these measures provide a meaningful representation of the Company's interest rate sensitivity, they do not necessarily take into account all business developments that have an effect on net income, such as changes in credit quality or the size and composition of the balance sheet.
Principal sources of liquidity and funding for the Company are dividends from subsidiaries and borrowed funds, with such funds being used to finance the Company's cash flow requirements. The Company closely monitors the dividend restrictions and availability from the bank subsidiaries as disclosed in Note 20 to the Consolidated Financial Statements. At December 31, 2003, the aggregate amount legally available to be distributed to the Company from bank subsidiaries as dividends was approximately $250,000,000, assuming that each bank subsidiary continues to be classified as "well capitalized" under the applicable regulations and excluding certified surplus. Pursuant to Texas law, a Texas state bank's lending limit is twenty-five percent of the bank's capital and certified surplus. The board of directors of the bank determines how much surplus will be certified. Except to absorb losses in excess of undivided profits and uncertified surplus, certified surplus may not be reduced without the prior written approval of the Texas banking commissioner. The restricted capital (capital, surplus and certified surplus) of the bank subsidiaries was approximately $455,068,000 as of December 31, 2003. The undivided profits of the bank subsidiaries were approximately $410,975,000 as of December 31, 2003.
At December 31, 2003, the Company has outstanding $845,272,000 in other borrowed funds and $172,254,000 in junior subordinated deferrable interest debentures. In addition to borrowed funds and dividends, the Company has a number of other available alternatives to finance the growth of its existing banks as well as future growth and expansion.
The Company maintains an adequate level of capital as a margin of safety for its depositors and shareholders. At December 31, 2003, shareholders' equity was $577,383,000 compared to $547,264,000 at December 31, 2002, an increase of $30,119,000, or 5.5%. The increase in shareholders' equity resulted from the retention of earnings. Accumulated other comprehensive income is not included in the calculation of regulatory capital ratios.
During 1990, the Federal Reserve Board ("FRB") adopted a minimum leverage ratio of 3% for the most highly rated bank holding companies and at least 4% to 5% for all other bank holding companies. The Company's leverage ratio (defined as shareholders' equity plus eligible trust preferred securities issued and outstanding less goodwill and certain other intangibles divided by average quarterly assets) was 8.75% at December 31, 2003 and 8.71% at December 31, 2002. The core deposit intangibles and goodwill of $73,334,000 as of December 31, 2003, recorded in connection with financial institution acquisitions of the Company after February 1992, are deducted from the sum of core capital elements when determining the capital ratios of the Company.
The FRB has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items. The guidelines also define and set minimum capital requirements (risk-based capital ratios). Under the final 1992 rules, all banks are required to have Tier 1 capital of at least 4.0% of risk-weighted assets and total capital of 8.0% of risk-weighted assets. Tier 1 capital consists principally of shareholders' equity plus trust preferred securities issued and outstanding less goodwill and certain other intangibles, while total capital consists of Tier 1 capital, certain debt instruments and a portion of the reserve for loan losses. In order to be deemed well capitalized pursuant to the regulations, an institution
19
must have a total risk-weighted capital ratio of 10%, a Tier 1 risk-weighted ratio of 6% and a Tier 1 leverage ratio of 5%. The Company had risk-weighted Tier 1 capital ratios of 17.30% and 15.95% and risk weighted total capital ratios of 19.33% and 17.21% as of December 31, 2003 and 2002, respectively, which are well above the minimum regulatory requirements and exceed the well capitalized ratios (see note 20 to notes to Consolidated Financial Statements).
During the past few years the Company has expanded its banking facilities. Among the activities and commitments the Company funded during 2003 and 2002 were certain capital expenditures relating to the modernization and improvement of several existing bank facilities and the expansion of the bank branch network.
Junior Subordinated Deferrable Interest Debentures
In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The intention of FIN 46 was to clarify the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires an enterprise considered to be a variable interest entity ("VIE"), to be consolidated by the primary beneficiary, which represents the enterprise that will absorb the majority of the VIE's expected losses if they occur, receive a majority of the VIE's residual returns if they occur, or both. In December 2003, the FASB issued Staff Interpretation No. 46R ("FIN 46R"), "Consolidation of Variable Interest Entities, an interpretation of ARB 51 (revised December 2003)," which replaces FIN 46, in order to clarify the guidance in the original interpretation. FIN 46 applies to variable interest entities created after January 31, 2003. FIN 46 also applies to all variable interest entities created prior to February 1, 2003 that are considered to be special-purpose entities, as defined in FIN 46R, as of December 31, 2003. FIN 46R must be applied to all variable interest entities no later than the end of the first reporting period that ends after March 15, 2004. The Company early adopted the provisions of FIN 46R as of December 31, 2003.
The Company has formed eight statutory business trusts under the laws of the State of Delaware, (the "Trusts") for the purpose of issuing trust preferred securities. The Trusts have issued Capital and Common Securities and invested the proceeds in an equivalent amount thereof in Junior Subordinated Deferrable Interest Debentures (the "Debentures") issued by the Company. The Debentures will mature on various dates; however the Debentures may be redeemed at specified prepayment prices, in whole or in part after the specified dates, or in whole within 90 days upon the occurrence of any one of certain legal, regulatory or tax events specified in the Indenture. Under the provisions of FIN 46R, the Company de-consolidated its investment in the Trusts as of December 31, 2003. Through December 31, 2003, the amount of Debentures outstanding totaled $172,254,000.
The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the Indentures) of the Company, and are pari passu with one another. The interest rate payable on, and the payment terms of the Debentures is the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts. The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities. The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to ten consecutive semi-annual periods on Trusts I through IV and for up to twenty consecutive quarterly periods on Trusts V through VIII. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred. The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.
20
For financial reporting purposes, the Trusts are treated as non-banking subsidiaries of the Company and consolidated in the consolidated financial statements prior to December 31, 2003. Upon adoption of FIN 46R, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements. Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders' equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold would qualify as Tier 2 capital. For December 31, 2003, $140,000,000 of the total $170,000,000 of the Capital Securities outstanding qualified as Tier 1 capital.
The following table illustrates key information about each of the Debentures and their interest rate at December 31, 2003:
|
Junior
Subordinated Deferrable Interest Debentures |
Repricing
Frequency |
Interest
Rate |
Interest Rate
Index |
Maturity Date
|
Optional
Redemption Date |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|
|
|
|
|
|||||||
Trust I | $ | 10,147 | Fixed | 10.18 | % | Fixed | June 2031 | June 2011 | |||||
Trust II | $ | 25,421 | Semi-Annually | 4.90 | % | LIBOR + 3.75 | July 2031 | July 2006 | |||||
Trust III | $ | 33,527 | Semi-Annually | 4.98 | % | LIBOR + 3.75 | December 2031 | December 2006 | |||||
Trust IV | $ | 22,248 | Semi-Annually | 4.92 | % | LIBOR + 3.70 | April 2032 | April 2007 | |||||
Trust V | $ | 20,199 | Quarterly | 4.80 | % | LIBOR + 3.65 | July 2032 | July 2007 | |||||
Trust VI | $ | 25,211 | Quarterly | 4.63 | % | LIBOR + 3.45 | November 2032 | November 2007 | |||||
Trust VII | $ | 10,310 | Quarterly | 4.41 | % | LIBOR + 3.25 | April 2033 | April 2008 | |||||
Trust VIII | $ | 25,191 | Quarterly | 4.19 | % | LIBOR + 3.05 | October 2033 | October 2008 | |||||
|
|||||||||||||
$ | 172,254 | ||||||||||||
|
Contractual Obligations and Commercial Commitments
The following table presents contractual cash obligations of the Company (other than deposit liabilities) as of December 31, 2003:
|
Payments due by Period
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Contractual Cash Obligations
|
Total
|
Less than
One Year |
One to Three
Years |
Four to Five
Years |
After Five
Years |
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Securities sold under repurchase agreements | $ | 501,296 | $ | 198,421 | $ | 1,328 | $ | 1,547 | $ | 300,000 | |||||
Federal Home Loan Bank borrowings | 845,272 | 305,061 | 540,128 | | 83 | ||||||||||
Junior subordinated deferrable interest debentures | 172,254 | | | | 172,254 | ||||||||||
|
|
|
|
|
|||||||||||
Total Contractual Cash Obligations |
|
$ |
1,518,822 |
|
$ |
503,482 |
|
$ |
541,456 |
|
$ |
1,547 |
|
$ |
472,337 |
|
|
|
|
|
21
The following table presents contractual commercial commitments of the Company (other than deposit liabilities) as of December 31, 2003:
|
Amount of Commitment Expiration Per Period
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Commercial Commitments
|
Total
|
Less than
One Year |
One to Three
Years |
Four to Five
Years |
After Five
Years |
|||||||||||
|
Dollars in Thousands)
|
|||||||||||||||
Financial and Performance Standby Letters of Credit | $ | 62,890 | $ | 60,090 | $ | 2,581 | $ | 219 | $ | | ||||||
Commercial Letters of Credit | 1,679 | 1,679 | | | | |||||||||||
Credit Card Lines | 27,893 | 27,893 | | | | |||||||||||
Other Commercial Commitments | 678,434 | 461,327 | 185,247 | 21,929 | 9,931 | |||||||||||
|
|
|
|
|
||||||||||||
Total Commercial Commitments |
|
$ |
770,896 |
|
$ |
550,989 |
|
$ |
187,828 |
|
$ |
22,148 |
|
$ |
9,931 |
|
|
|
|
|
|
Due to the nature of the Company's commercial commitments, including unfunded loan commitments and lines of credit, the amounts presented above do not necessarily reflect the amounts the Company anticipates funding in the periods presented above.
Critical Accounting Policies
The Company has established various accounting policies which govern the application of accounting principles in the preparation of the Company's consolidated financial statements. The significant accounting policies are described in the footnotes to the consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies.
The Company considers its Allowance for Possible Loan Losses as a policy critical to the sound operations of the bank subsidiaries. The allowance for possible loan losses consists of the aggregate loan loss allowances of the bank subsidiaries. The allowances are established through charges to operations in the form of provisions for possible loan losses. Loan losses or recoveries are charged or credited directly to the allowances. The allowance for possible loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio. The allowance is derived from the following elements: (i) allowances established on specific loans, and (ii) allowances based on historical loss experience on the Company's remaining loan portfolio, which includes general economic conditions and other qualitative risk factors both internal and external to the Company. See also discussion regarding the allowance for possible loan losses and provision for possible loan losses included in the results of operations and "Provision and Allowance for Possible Loan Losses" included in Notes 1 and 4 of the Notes to Consolidated Financial Statements for further information regarding the Company's provision and allowance for possible loan losses policy.
The specific loan loss provision is determined using the following methods. On a weekly basis, loan past due reports are reviewed by the servicing loan officer to determine if a loan has any potential problem and if a loan should be placed on the Company's internal classified report. Additionally, the Company's credit department reviews the majority of the loans regardless of whether they are past due and segregates any loans with potential problems for further review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, any analysis on loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.
22
The Company's internal classified report is segregated into the following categories: (i) "Pass Credits," (ii) "Special Review Credits," or (iii) "Watch List Credits." The loans placed in the "Pass Credits" category reflect the Company's opinion that the loan conforms to the bank's lending policies, which includes the borrower's ability to repay, the value of the underlying collateral, if any, as it relates to the outstanding indebtedness of the loan, and the economic environment and industry in which the borrower operates. The loans placed in the "Special Review Credits" category reflect the Company's opinion that the loans reflect potential weakness which require monitoring on a more frequent basis; however, the "Special Review Credits" are not considered to need a specific reserve at the time, but are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the "Watch List Credits" category reflect the Company's opinion that the loans contain clearly pronounced credit weaknesses and/or inherent financial weaknesses of the borrower. Credits classified as "Watch List Credits" are evaluated under Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," criteria and, if deemed necessary a specific reserve is allocated to the credit. The specific reserve allocated under SFAS No. 114, is based on (1) the present value of expected future cash flows discounted at the loan's effective interest rate; (2) the loan's observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.
The allowance, based on historical loss experience on the Company's remaining loan portfolio, which includes the "Pass Credits," "Special Review Credits," and "Watch List Credits," is determined by segregating the remaining loan portfolio into certain categories such as commercial loans, installment loans, international loans, loan concentrations and overdrafts. Installment loans are then further segregated by number of days past due. A historical loss percentage, adjusted for (i) management's evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area served by the Company, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category. Each category is then added together to determine the allowance allocated under Statement of Financial Accounting Standards No. 5.
The Company's management continually reviews the loan loss allowance of the bank subsidiaries using the amounts determined from the allowances established on specific loans, the allowance established based on historical percentages and the loans charged off and recoveries to establish an appropriate amount to maintain in the Company's loan loss allowance. If the basis of the Company's assumptions change, the loan loss allowance would either decrease or increase and the Company would increase or decrease the provision for loan loss charged to operations accordingly.
Recent Accounting Standards Issued
In October 2002, the Financial Accounting Standards Board issued SFAS No. 147 "Acquisitions of Certain Financial Institutions, an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9". SFAS No. 72 required that in acquisitions of financial institutions, any excess of the fair value of liabilities assumed over the fair value of tangible and intangible assets acquired be accounted for as an unidentifiable intangible asset and subsequently amortized. SFAS No. 72 unidentified intangible assets were excluded from the scope of SFAS No. 141 and SFAS No. 142. Except for transactions between two or more mutual companies, SFAS No. 147 removes acquisitions of financial institutions from the scope of SFAS No. 72 and FASB Interpretation No. 9 and requires that those transactions be accounted for in accordance with SFAS No. 141 and SFAS No. 142. SFAS No. 147 was effective October 1, 2002 and requires that if the transaction that gave rise to the unidentified intangible asset was a business combination, the carrying amount of that asset shall be reclassified to goodwill as of the later of the date of acquisition or the date of the full application of SFAS No. 142. SFAS No. 147 also requires that any interim or annual financial statements that reflect the amortization of the unidentified intangible asset subsequent to the full application of SFAS 142 shall be restated to remove that amortization expense. The Company
23
adopted SFAS No. 147 on October 1, 2002. Upon the adoption of SFAS No. 147, the Company reclassified $10,487,000 from intangible assets to goodwill and reversed $792,000 of amortization expense recognized during 2002 related to the SFAS No. 72 unidentified intangible asset.
In December 2002, the Financial Accounting Standards Board issue SFAS No. 148, "Accounting for Stock-Based CompensationTransition Disclosure, an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirement of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the fair value based method of accounting for stock-based employee compensation for those companies that have elected to continue to apply Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." The adoption of SFAS No. 148 did not have an impact on the Company's consolidated financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34." FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. This Interpretation also incorporates, without change, the guidance in Financial Accounting Standards Board Interpretation No. 34 ("FIN 34"), "Disclosure of Indirect Guarantees of Indebtedness of Others," which has been superceded. FIN 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligations to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002 and are included in the notes to the Company's consolidated financial statements. The adoption of FIN 45 did not have a significant impact on the Company's consolidated financial statements.
In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." The intention of FIN 46 was to clarify the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires an enterprise considered to be a variable interest entity ("VIE"), to be consolidated by the primary beneficiary, which represents the enterprise that will absorb the majority of the VIE's expected losses if they occur, receive a majority of the VIE's residual returns if they occur, or both. In December 2003, the FASB issued Staff Interpretation No. 46R ("FIN 46R"), "Consolidation of Variable Interest Entities, an interpretation of ARB 51 (revised December 2003)," which replaces FIN 46, in order to clarify the guidance in the original interpretation. FIN 46 applies to variable interest entities created after January 31, 2003. FIN 46 also applies to all variable interest entities created prior to February 1, 2003 that are considered to be special-purpose entities, as defined in FIN 46R, as of December 31, 2003. FIN 46R must be applied to all variable interest entities no later than the end of the first reporting period that ends after March 15, 2004.
The Company early adopted FIN 46R in connection with its consolidated financial statements as of December 31, 2003. The implementation of FIN 46R requires the Company to de-consolidate the statutory business trusts formed for the purpose of issuing trust preferred securities as of December 31, 2003.
24
The trust preferred securities issued by the statutory business trusts are currently included in the Tier 1 capital of the Company for regulatory capital purposes. However, because the implementation of FIN 46R requires the deconsolidation of these types of entities, the Federal Reserve Board may in the future disallow inclusion of the trust preferred securities in Tier 1 capital for regulatory capital purposes. In July 2003, the Board of Governors of the Federal Reserve System issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in their Tier 1 capital for regulatory capital purposes until notice is given to the contrary. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes and, if necessary or warranted, provide further appropriate guidance. The Company will continue to monitor the Federal Reserve's position on this issue.
In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 149 ("SFAS No. 149"), "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," to amend and clarify financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The amendments (i) reflect decisions of the Derivatives Implementation Group (DIG); (ii) reflect decisions made by the Financial Accounting Standards Board in conjunction with other projects dealing with financial instruments; and (iii) address implementation issues related to the application of the definition of a derivative. SFAS No. 149 also modifies various other existing pronouncements to conform with the changes made to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003, with all provisions applied prospectively. Adoption of SFAS No. 149 did not have an impact on the Company's consolidated financial statements.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150, ("SFAS No. 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies, measures and discloses in its financial statements certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify financial instruments that are within its scope as liabilities, in most circumstances. Such financial instruments include (i) financial instruments that are issued in the form of shares that are mandatorily redeemable; (ii) financial instruments that embody an obligation to repurchase the issuer's equity shares, or are indexed to such an obligation, and that require the issuer to settle the obligation by transferring assets; (iii) financial instruments that embody an obligation that the issuer may settle by issuing a variable number of its equity shares if, at inception, the monetary value of the obligation is predominantly based on a fixed amount, variations in something other than the fair value of the issuer's equity shares or variations inversely related to changes in the fair value of the issuer's equity shares; and (iv) certain freestanding financial instruments. SFAS No. 150 was originally effective for contracts entered into or modified after May 31, 2003, and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. At its October 29, 2003, meeting, the Financial Accounting Standards Board decided to defer the effective date of SFAS No. 150, as it relates to classification and measurement requirements for manditorily redeemable financial instruments that become subject to SFAS No. 150 solely as a result of consolidation. Adoption of the remaining provisions of SFAS No. 150 did not have an impact on the Company's consolidated financial statements.
In December 2003, the AICPA issued Statement of Position 03-3 ("SOP 03-3"), "Accounting for Certain Loans or Debt Securities Acquired in a Transfer." SOP 03-3 provides guidance on the accounting for differences between contractual and expected cash flows from the purchaser's initial investment in loans or debt securities acquired in a transfer, if those differences are attributable, at least in part, to credit quality. Among other things, SOP 03-3: (i) prohibits the recognition of the excess of contractual cash flows over expected cash flows as an adjustment of yield, loss accrual or valuation allowance at the time of purchase; (ii) requires that subsequent increases in expected cash flows be recognized prospectively through an adjustment of yield; and (iii) requires that subsequent decreases in expected cash flows be
25
recognized as an impairment. In addition, SOP 03-3 prohibits the creation or carrying over of a valuation allowance in the initial accounting of all loans within its scope that are acquired in a transfer. SOP 03-3 becomes effective for loans or debt securities acquired in fiscal years beginning after December 15, 2004.
Common Stock and Dividends
The Company had issued and outstanding 38,777,088 shares of $1.00 par value Common Stock held by approximately 2,282 holders of record at March 5, 2004. The book value of the stock, adjusted for stock dividends, at December 31, 2003 was $16.16 per share compared with $15.13 per share at December 31, 2002.
The common stock is traded on the NASDAQ National Market under the symbol "IBOC." The following table sets forth the approximate high and low bid prices in the Company's Common Stock, adjusted for stock dividends during 2002 and 2003, as quoted on the NASDAQ National Market for each of the quarters in the two year period ended December 31, 2003. Some of the quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The closing sales price of the Company's Common Stock was $54.30 per share at March 5, 2004.
|
|
High
|
Low
|
|||||
---|---|---|---|---|---|---|---|---|
2003: | First quarter | $ | 41.96 | $ | 35.75 | |||
Second quarter | 49.24 | 34.25 | ||||||
Third quarter | 44.57 | 35.01 | ||||||
Fourth quarter | 47.72 | 41.50 |
|
|
High
|
Low
|
|||||
---|---|---|---|---|---|---|---|---|
2002: | First quarter | $ | 28.71 | $ | 26.34 | |||
Second quarter | 33.59 | 30.40 | ||||||
Third quarter | 34.07 | 24.20 | ||||||
Fourth quarter | 33.21 | 27.48 |
The Company paid cash dividends to the shareholders in 2003 of $.34 per share on April 15, and $.50 per share on October 15, adjusted for stock dividends, or $32,625,000 in the aggregate. In 2002, the Company paid cash dividends of $.26 per share on April 15, and $.26 per share on October 15, adjusted for stock dividends, or $22,015,000 in the aggregate. The Company has no set schedule for paying cash or stock dividends and does not guarantee that they will be declared in the future. In addition, the Company has issued stock dividends during the last five-year period as follows:
Date
|
Stock Dividend
|
||
---|---|---|---|
May 20, 1999 | 25 | % | |
May 18, 2000 | 25 | % | |
May 17, 2001 | 25 | % | |
May 20, 2002 | 25 | % | |
May 19, 2003 | 25 | % |
The Company's principal source of funds to pay cash dividends on its Common Stock is cash dividends from its bank subsidiaries. There are certain statutory limitations on the payment of dividends from the subsidiary banks. For a discussion of the limitations, please see Note 20 of notes to Consolidated Financial Statements.
26
The Company expanded its formal stock repurchase program on August 6, 2003 and December 18, 2003. Under the expanded stock repurchase program, the Company is authorized to repurchase up to $175,000,000 of its common stock through December 2004. Stock repurchases may be made from time to time, on the open market or through private transactions. Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans. As of March 5, 2004, a total of 3,641,700 shares had been repurchased under this program at a cost of $144,754,000, which shares are now reflected as 5,672,373 shares of treasury stock as adjusted for stock dividends. Stock repurchases are reviewed quarterly at the Company's Board of Directors meetings and the Board of Directors has stated that the aggregate investment in treasury stock should not exceed $195,973,000. In the past, the Board of Directors has increased previous caps on treasury stock once they were met, but there are no assurances that an increase of the $195,973,000 cap will occur in the future. As of March 5, 2004, the Company has approximately $165,727,000 invested in treasury shares, which amount has been accumulated since the inception of the Company.
Share repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors. The following table includes information about share repurchases for the quarter ended December 31, 2003.
|
Total Shares
Purchased |
Average
Price Per Share |
Shares
Purchased as Part of a Publicly- Announced Program |
Maximum Shares
Still Available for Repurchase(1) |
|||||
---|---|---|---|---|---|---|---|---|---|
October 1October 31, 2003 | 22,082 | $ | 44.87 | 22,082 | 671,162 | ||||
November 1November 30, 2003 | | | | 663,782 | |||||
December 1December 31, 2003 | 8,744 | 46.70 | 8,744 | 644,271 | |||||
|
|
|
|||||||
30,826 | $ | 45.78 | 30,826 | ||||||
|
|
|
Recent Sales of Unregistered Securities
On November 3, 2003, 105,462 shares of unregistered securities were exercised at an exercise price of $16.65, adjusted for stock dividends, by certain employees of the GulfStar Group, who are not executive officers of the Company. The shares of Common Stock of the Company underlying these options are not registered under the Company's 1996 Stock Option Plan. The shares were issued in a transaction by the Company not involving a public offering, which was exempted from registration pursuant to Section 4(2) of the Securities Act of 1933. The shares of Company Common Stock issued are restricted securities and are subject to resale restrictions.
27
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2003, with respect to the Company's compensation plans:
|
(A)
|
(B)
|
(C)
|
|||||
---|---|---|---|---|---|---|---|---|
Plan Category
|
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted average
exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
|||||
Equity Compensation plans approved by security holders | 1,317,196 | $ | 17.42 | 307,622 | ||||
Equity Compensation plans not approved by securityholders (1) | 128,906 | $ | 16.65 | | ||||
|
|
|
||||||
Total | 1,446,102 | $ | 17.35 | 307,622 | ||||
|
|
|
28
The
Board of Directors and Shareholders
International Bancshares Corporation:
We have audited the accompanying consolidated statements of condition of International Bancshares Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Bancshares Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Notes 1 and 9 to the consolidated financial statements, effective December 31, 2003, the Company changed its method of accounting for its investment in its statutory business trusts, and as discussed in Notes 1 and 16 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets.
/s/ KPMG LLP
San Antonio, Texas
March 5, 2004
29
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Condition
December 31, 2003 and 2002
(Dollars in Thousands, Except Per Share
Amounts)
|
2003
|
2002
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Assets | ||||||||||
Cash and due from banks | $ | 152,229 | $ | 141,204 | ||||||
Federal funds sold | 63,500 | 13,000 | ||||||||
|
|
|||||||||
Total cash and cash equivalents |
|
|
215,729 |
|
|
154,204 |
|
|||
Time deposits with banks |
|
|
100 |
|
|
99 |
|
|||
Investment securities: |
|
|
|
|
|
|
|
|||
Held to maturity (Market value of $2,160 on December 31, 2003 and $2,060 on December 31, 2002) | 2,160 | 2,060 | ||||||||
Available for sale (Amortized cost of $3,019,584 on December 31, 2003 and $2,992,906 on December 31, 2002) | 3,039,341 | 3,070,711 | ||||||||
|
|
|||||||||
Total investment securities |
|
|
3,041,501 |
|
|
3,072,771 |
|
|||
Loans: |
|
|
|
|
|
|
|
|||
Commercial, financial and agricultural | 1,400,173 | 1,595,140 | ||||||||
Real estatemortgage | 495,481 | 507,837 | ||||||||
Real estateconstruction | 492,208 | 276,595 | ||||||||
Consumer | 139,987 | 160,546 | ||||||||
Foreign | 222,797 | 233,276 | ||||||||
|
|
|||||||||
Total loans | 2,750,646 | 2,773,394 | ||||||||
Less unearned discounts | (1,646 | ) | (3,832 | ) | ||||||
|
|
|||||||||
Loans, net of unearned discounts | 2,749,000 | 2,769,562 | ||||||||
Less allowance for possible loan losses | (48,646 | ) | (44,213 | ) | ||||||
|
|
|||||||||
Net loans | 2,700,354 | 2,725,349 | ||||||||
Bank premises and equipment, net | 220,602 | 185,477 | ||||||||
Accrued interest receivable | 28,891 | 35,193 | ||||||||
Other investments | 244,113 | 203,733 | ||||||||
Identified intangible assets, net | 5,892 | 7,169 | ||||||||
Goodwill, net | 67,442 | 67,442 | ||||||||
Other assets | 53,686 | 44,198 | ||||||||
|
|
|||||||||
Total assets | $ | 6,578,310 | $ | 6,495,635 | ||||||
|
|
See accompanying notes to consolidated financial statements.
30
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Condition, continued
December 31, 2003 and 2002
(Dollars in Thousands, Except
Per Share Amounts)
|
2003
|
2002
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Liabilities | ||||||||||
Deposits: |
|
|
|
|
|
|
|
|||
Demandnon-interest bearing | $ | 814,470 | $ | 683,966 | ||||||
Savings and interest bearing demand | 1,395,618 | 1,262,907 | ||||||||
Time | 2,225,611 | 2,293,026 | ||||||||
|
|
|||||||||
Total deposits |
|
|
4,435,699 |
|
|
4,239,899 |
|
|||
Federal funds purchased and securities sold under repurchase agreements | 501,296 | 457,915 | ||||||||
Other borrowed funds | 845,272 | 1,185,857 | ||||||||
Junior subordinated deferrable interest debentures | 172,254 | | ||||||||
Other liabilities | 46,406 | 64,700 | ||||||||
|
|
|||||||||
Total liabilities |
|
|
6,000,927 |
|
|
5,948,371 |
|
|||
|
|
|||||||||
Shareholders' equity: |
|
|
|
|
|
|
|
|||
Common shares of $1.00 par value. Authorized 75,000,000 shares; issued 52,774,176 shares on December 31, 2003 and 41,766,439 shares on December 31, 2002 | 52,774 | 41,766 | ||||||||
Surplus | 37,777 | 30,821 | ||||||||
Retained earnings | 639,606 | 560,613 | ||||||||
Accumulated other comprehensive income | 12,842 | 49,957 | ||||||||
|
|
|||||||||
742,999 | 683,157 | |||||||||
Less cost of shares in treasury, 14,068,296 shares on December 31, 2003 and 10,506,298 shares on December 31, 2002 |
|
|
(165,616 |
) |
|
(135,893 |
) |
|||
|
|
|||||||||
Total shareholders' equity |
|
|
577,383 |
|
|
547,264 |
|
|||
|
|
|||||||||
Total liabilities and shareholders' equity |
|
$ |
6,578,310 |
|
$ |
6,495,635 |
|
|||
|
|
See accompanying notes to consolidated financial statements.
31
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2003, 2002 and 2001
(Dollars in Thousands,
Except Per Share Amounts)
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Interest income: | ||||||||||||
Loans, including fees | $ | 176,800 | $ | 183,803 | $ | 199,028 | ||||||
Time deposits with banks | 9 | 36 | 162 | |||||||||
Federal funds sold | 594 | 671 | 1,142 | |||||||||
Investment securities: | ||||||||||||
Taxable | 135,132 | 164,272 | 184,576 | |||||||||
Tax-exempt | 5,146 | 4,990 | 4,861 | |||||||||
Other interest income | 370 | 156 | 586 | |||||||||
|
|
|
||||||||||
Total interest income | 318,051 | 353,928 | 390,355 | |||||||||
|
|
|
||||||||||
Interest expense: | ||||||||||||
Savings deposits | 10,168 | 14,185 | 23,585 | |||||||||
Time deposits | 41,013 | 57,907 | 106,754 | |||||||||
Federal funds purchased and securities sold under repurchase agreements | 18,770 | 19,696 | 23,100 | |||||||||
Other borrowings and junior subordinated deferrable interest debentures | 24,774 | 24,627 | 47,369 | |||||||||
|
|
|
||||||||||
Total interest expense | 94,725 | 116,415 | 200,808 | |||||||||
|
|
|
||||||||||
Net interest income | 223,326 | 237,513 | 189,547 | |||||||||
Provision for possible loan losses | 8,291 | 8,541 | 8,631 | |||||||||
|
|
|
||||||||||
Net interest income after provision for possible loan losses | 215,035 | 228,972 | 180,916 | |||||||||
|
|
|
||||||||||
Non-interest income: | ||||||||||||
Service charges on deposit accounts | 60,022 | 52,648 | 42,497 | |||||||||
Other service charges, commissions and fees | ||||||||||||
Banking | 14,104 | 13,000 | 9,993 | |||||||||
Non-banking | 11,801 | 5,669 | 6,132 | |||||||||
Investment securities transactions, net | 23,390 | 2,303 | (1,010 | ) | ||||||||
Other investments, net | 8,606 | (2,598 | ) | 10,636 | ||||||||
Other income | 9,350 | 14,623 | 11,340 | |||||||||
|
|
|
||||||||||
Total non-interest income | 127,273 | 85,645 | 79,588 | |||||||||
|
|
|
See accompanying notes to consolidated financial statements.
32
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income, continued
Years ended December 31, 2003, 2002 and 2001
(Dollars in
Thousands, Except Per Share Amounts)
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Non-interest expense: | |||||||||||
Employee compensation and benefits | $ | 72,860 | $ | 65,907 | $ | 58,962 | |||||
Occupancy | 12,050 | 13,211 | 11,190 | ||||||||
Depreciation of bank premises and equipment | 18,105 | 16,153 | 13,434 | ||||||||
Professional fees | 7,545 | 6,089 | 5,019 | ||||||||
Stationery and supplies | 3,855 | 4,079 | 3,664 | ||||||||
Amortization of identified intangible assets | 1,276 | 1,812 | 5,378 | ||||||||
Advertising | 7,011 | 6,010 | 6,846 | ||||||||
Other | 37,052 | 41,582 | 30,948 | ||||||||
|
|
|
|||||||||
Total non-interest expense | 159,754 | 154,843 | 135,441 | ||||||||
|
|
|
|||||||||
Income before income taxes | 182,554 | 159,774 | 125,063 | ||||||||
Provision for income taxes | 60,426 | 54,013 | 41,721 | ||||||||
|
|
|
|||||||||
Income before cumulative effect of a change in accounting principle | 122,128 | 105,761 | 83,342 | ||||||||
Cumulative effect of a change in accounting principle, net of tax | | (5,130 | ) | | |||||||
|
|
|
|||||||||
Net income | $ | 122,128 | $ | 100,631 | $ | 83,342 | |||||
|
|
|
|||||||||
Basic earnings per common share: | |||||||||||
Weighted average number of shares outstanding: | 38,689,959 | 39,955,581 | 41,345,070 | ||||||||
Income before cumulative effect of a change in accounting principle | $ | 3.16 | $ | 2.65 | $ | 2.02 | |||||
Cumulative effect of a change in accounting principle, net of tax | | (.13 | ) | | |||||||
|
|
|
|||||||||
Net income | $ | 3.16 | $ | 2.52 | $ | 2.02 | |||||
|
|
|
|||||||||
Fully diluted earnings per common share: | |||||||||||
Weighted average number of shares outstanding: | 39,469,287 | 40,869,097 | 42,102,953 | ||||||||
Income before cumulative effect of a change in accounting principle | $ | 3.09 | $ | 2.59 | $ | 1.98 | |||||
Cumulative effect of a change in accounting principle, net of tax | | (.13 | ) | | |||||||
|
|
|
|||||||||
Net income | $ | 3.09 | $ | 2.46 | $ | 1.98 | |||||
|
|
|
See accompanying notes to consolidated financial statements.
33
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2003, 2002, and 2001
(Dollars in
Thousands)
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Net income | $ | 122,128 | $ | 100,631 | $ | 83,342 | |||||
Other comprehensive income, net of tax: | |||||||||||
Net unrealized (losses) gains on securities available for sale arising during the year | (82,728 | ) | 31,809 | 16,648 | |||||||
Reclassification adjustment for gains on securities available for sale included in net income | 44,997 | 543 | 25,642 | ||||||||
Change in fair value of equity method investee's derivatives | 616 | (616 | ) | (4,906 | ) | ||||||
|
|
|
|||||||||
Comprehensive income | $ | 85,013 | $ | 132,367 | $ | 120,726 | |||||
|
|
|
See accompanying notes to consolidated financial statements.
34
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Years ended December 31, 2003, 2002 and 2001
(in Thousands)
|
Number
of Shares |
Common
Stock |
Surplus
|
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Treasury
Stock |
Total
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2000 | 26,481 | $ | 26,481 | $ | 25,933 | $ | 434,796 | $ | (19,163 | ) | $ | (51,155 | ) | $ | 416,892 | ||||||||
Net income | | | | 83,342 | | | 83,342 | ||||||||||||||||
Dividends: | |||||||||||||||||||||||
Shares issued | 6,628 | 6,628 | | (6,628 | ) | | | | |||||||||||||||
Cash | | | | (21,182 | ) | | | (21,182 | ) | ||||||||||||||
Purchase of treasury stock | | | | | | (21,144 | ) | (21,144 | ) | ||||||||||||||
Exercise of stock options | 105 | 105 | 1,631 | | | | 1,736 | ||||||||||||||||
Other comprehensive income, net of tax: | |||||||||||||||||||||||
Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment | | | | | 42,290 | | 42,290 | ||||||||||||||||
Change in fair value of equity method investee's derivatives | | | | | (4,906 | ) | | (4,906 | ) | ||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2001 |
|
33,214 |
|
|
33,214 |
|
|
27,564 |
|
|
490,328 |
|
|
18,221 |
|
|
(72,299 |
) |
|
497,028 |
|
||
Net income | | | | 100,631 | | | 100,631 | ||||||||||||||||
Dividends: | |||||||||||||||||||||||
Shares issued | 8,331 | 8,331 | | (8,331 | ) | | | | |||||||||||||||
Cash | | | | (22,015 | ) | | | (22,015 | ) | ||||||||||||||
Purchase of treasury stock | | | | | | (63,594 | ) | (63,594 | ) | ||||||||||||||
Exercise of stock options | 221 | 221 | 3,257 | | | | 3,478 | ||||||||||||||||
Other comprehensive income, net of tax: | |||||||||||||||||||||||
Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment | | | | | 32,352 | | 32,352 | ||||||||||||||||
Change in fair value of equity method investee's derivatives | | | | | (616 | ) | | (616 | ) | ||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2002 |
|
41,766 |
|
|
41,766 |
|
|
30,821 |
|
|
560,613 |
|
|
49,957 |
|
|
(135,893 |
) |
|
547,264 |
|
||
Net income | | | | 122,128 | | | 122,128 | ||||||||||||||||
Dividends: | |||||||||||||||||||||||
Shares issued | 10,510 | 10,510 | | (10,510 | ) | | | | |||||||||||||||
Cash | | | | (32,625 | ) | | | (32,625 | ) | ||||||||||||||
Purchase of treasury stock | | | | | | (29,723 | ) | (29,723 | ) | ||||||||||||||
Exercise of stock options | 498 | 498 | 6,956 | | | | 7,454 | ||||||||||||||||
Other comprehensive income, net of tax: | |||||||||||||||||||||||
Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment | | | | | (37,731 | ) | | (37,731 | ) | ||||||||||||||
Change in fair value of equity method investee's derivatives | | | | | 616 | | 616 | ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2003 |
|
52,774 |
|
$ |
52,774 |
|
$ |
37,777 |
|
$ |
639,606 |
|
$ |
12,842 |
|
$ |
(165,616 |
) |
$ |
577,383 |
|
||
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
35
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2003, 2002 and 2001
(Dollars in Thousands)
|
2003
|
2002
|
2001
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating activities: | |||||||||||||
Net income: | $ | 122,128 | $ | 100,631 | $ | 83,342 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||
Impairment charges and write downs on investments | | 9,393 | | ||||||||||
Provision for possible loan losses | 8,291 | 8,541 | 8,631 | ||||||||||
Depreciation of bank premises and equipment | 18,105 | 16,153 | 13,434 | ||||||||||
Loss (Gain) on sale of bank premises and equipment | 121 | (2,129 | ) | (13 | ) | ||||||||
Depreciation and amortization of leasing assets | 1,890 | 2,694 | 3,069 | ||||||||||
Gain on sale of branch banks | | (3,087 | ) | | |||||||||
Accretion of investment securities discounts | (861 | ) | (4,046 | ) | (9,213 | ) | |||||||
Amortization of investment securities premiums | 32,303 | 16,909 | 9,579 | ||||||||||
(Gain) Loss on investment securities transactions | (23,390 | ) | (2,303 | ) | 1,010 | ||||||||
Amortization of identified intangible assets | 1,276 | 1,812 | 5,378 | ||||||||||
Equity in (earnings) loss from affiliates and other investments | (6,866 | ) | 4,531 | (7,666 | ) | ||||||||
Deferred tax expense (benefit) | 6,153 | (655 | ) | 2,788 | |||||||||
Decrease (increase) in accrued interest receivable | 6,302 | (1,537 | ) | 8,402 | |||||||||
Net increase in other assets | (14,794 | ) | (896 | ) | (12,098 | ) | |||||||
Net decrease in other liabilities | (4,756 | ) | (11,254 | ) | (1,227 | ) | |||||||
|
|
|
|||||||||||
Net cash provided by operating activities | 145,902 | 134,756 | 105,416 | ||||||||||
|
|
|
|||||||||||
Investing activities: | |||||||||||||
Proceeds from maturities of securities | 5,400 | 5,330 | 2,060 | ||||||||||
Proceeds from sales of available for sale securities | 1,239,766 | 330,152 | 568,058 | ||||||||||
Purchases of available for sale securities | (3,098,209 | ) | (1,749,496 | ) | (1,284,871 | ) | |||||||
Principal collected on mortgage-backed securities | 1,818,213 | 1,300,115 | 1,051,520 | ||||||||||
Proceeds from matured time deposits with banks | | 1,253 | 2,669 | ||||||||||
Purchases of time deposits with banks | (1 | ) | (99 | ) | (594 | ) | |||||||
Net decrease (increase) in loans | 16,704 | (161,450 | ) | (128,412 | ) | ||||||||
Purchases of other investments | (30,565 | ) | (11,166 | ) | (3,544 | ) | |||||||
Distributions from other investments | 2,562 | 5,275 | 1,609 | ||||||||||
Purchases of bank premises and equipment | (54,003 | ) | (15,056 | ) | (29,661 | ) | |||||||
Proceeds from sales of bank premises and equipment | 652 | 3,371 | 119 | ||||||||||
Cash paid in excess of net assets acquired | | | (41,415 | ) | |||||||||
Cash acquired in purchase transactions | | | 73,881 | ||||||||||
Cash disposed in sale transactions | | (44,010 | ) | | |||||||||
|
|
|
|||||||||||
Net cash (used in) provided by investing activities | (99,481 | ) | (335,781 | ) | 211,419 | ||||||||
|
|
|
See accompanying notes to consolidated financial statements.
36
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
Years ended December 31, 2003, 2002 and 2001
(Dollars in Thousands)
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Financing activities: | ||||||||||||
Net increase (decrease) in non-interest bearing demand deposits | 130,504 | (11,272 | ) | 27,109 | ||||||||
Net increase in savings and interest bearing demand deposits | 132,711 | 107,068 | 83,701 | |||||||||
Net decrease in time deposits | (67,415 | ) | (95,459 | ) | (57,324 | ) | ||||||
Net increase (decrease) in securities sold under repurchase agreements | 43,381 | (256,760 | ) | 484,567 | ||||||||
Proceeds from issuance of other borrowed funds and long term debt | 3,140,000 | 2,055,329 | 1,825,296 | |||||||||
Principal payments on other borrowed funds | (3,345,585 | ) | (1,646,768 | ) | (2,480,500 | ) | ||||||
Proceeds from issuance of junior subordinated deferrable interest debentures | 36,402 | | | |||||||||
Purchase of treasury stock | (29,723 | ) | (63,594 | ) | (21,144 | ) | ||||||
Proceeds from stock transactions | 7,454 | 3,478 | 1,736 | |||||||||
Payments of cash dividends | (32,599 | ) | (21,984 | ) | (21,158 | ) | ||||||
Payments of cash dividends in lieu of fractional shares | (26 | ) | (31 | ) | (24 | ) | ||||||
|
|
|
||||||||||
Net cash provided by (used in) financing activities | 15,104 | 70,007 | (157,741 | ) | ||||||||
|
|
|
||||||||||
Increase (decrease) in cash and cash equivalents | 61,525 | (131,018 | ) | 159,094 | ||||||||
Cash and cash equivalents at beginning of year | 154,204 | 285,222 | 126,128 | |||||||||
|
|
|
||||||||||
Cash and cash equivalents at end of year | $ | 215,729 | $ | 154,204 | $ | 285,222 | ||||||
|
|
|
||||||||||
Supplemental cash flow information: | ||||||||||||
Interest paid | $ | 93,337 | $ | 123,963 | $ | 209,384 | ||||||
Income taxes paid | 54,866 | 51,759 | 35,993 |
See accompanying notes to consolidated financial statements.
37
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
The accounting and reporting policies of International Bancshares Corporation ("Corporation") and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the "Company") conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. The following is a description of the more significant of those policies.
Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Corporation and its wholly-owned bank subsidiaries, International Bank of Commerce, Laredo ("IBC"), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville, and the Corporation's wholly-owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company and IBC Capital Corporation. All significant inter-company balances and transactions have been eliminated in consolidation.
The Company early adopted the provisions of FIN 46R as of December 31, 2003 and deconsolidated its investment in eight statutory business trusts formed for the purpose of issuing trust preferred securities.
The Company, through its subsidiaries, is primarily engaged in the business of banking, including the acceptance of checking and savings deposits and the making of commercial, real estate, personal, home improvement, automobile and other installment and term loans. The primary markets of the Company are South and Southeast Texas. Each bank subsidiary is very active in facilitating international trade along the United States border with Mexico and elsewhere. Although the Company's loan portfolio is diversified, the ability of the Company's debtors to honor their contracts is primarily dependent upon the economic conditions in the Company's trade area. In addition, the investment portfolio is directly impacted by fluctuations in market interest rates. The Company and its bank subsidiaries are subject to the regulations of certain Federal agencies as well as the Texas Department of Banking and undergo periodic examinations by those regulatory authorities. Such agencies may require certain standards or impose certain limitations based on their judgments or changes in law and regulations.
The preparation of the consolidated financial statements in conformity with accounting policies generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the statement of condition and income and expenses for the periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for possible loan losses.
Per Share Data
All share and per share information has been restated giving retroactive effect to stock dividends distributed.
Investment Securities
The Company classifies debt and equity securities into one of these categories: held-to-maturity, available-for-sale, or trading. Such classifications are reassessed for appropriate classification at each reporting date. Securities classified as "held-to-maturity" are carried at amortized cost for financial statement reporting, while securities classified as "available-for-sale" and "trading" are carried at their fair value. Unrealized holding gains and losses are included in net income for those securities classified as "trading", while unrealized holding gains and losses related to those securities classified as
38
"available-for-sale" are excluded from net income and reported net of tax as other comprehensive income and in shareholders' equity as accumulated other comprehensive income until realized. The Company did not maintain any trading securities during the two year period ended December 31, 2003.
Mortgage-backed securities held at December 31, 2003 and 2002 represent participating interests in pools of long-term first mortgage loans originated and serviced by the issuers of the securities. Premiums and discounts are amortized using the straight-line method over the contractual maturity of the loans adjusted for anticipated prepayments. Income recognized under the straight-line method is not materially different from income that would be recognized under the level yield or "interest method". Mortgage-backed securities are either issued or guaranteed by the U.S. Government or its agencies. Market interest rate fluctuations can affect the prepayment speed of principal and the yield on the security.
Unearned Discounts
Consumer loans are frequently made on a discount basis. The amount of the discount is subsequently included in interest income ratably over the term of the related loans to approximate the effective interest method.
Provision and Allowance for Possible Loan Losses
The allowance for possible loan losses is maintained at a level considered adequate by management to provide for probable loan losses. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The provision for possible loan losses is the amount, which, in the judgment of management, is necessary to establish the allowance for probable loan losses at a level that is adequate to absorb known and inherent risks in the loan portfolio.
Management believes that the allowance for possible loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's bank subsidiaries allowances for possible loan losses. Such agencies may require the Company's bank subsidiaries to recognize additions or reductions to their allowances based on their judgments of information available to them at the time of their examination.
Loans
Loans are reported at the principal balance outstanding, net of unearned discounts. Interest income on loans is reported on an accrual basis. Loan commitment fees and costs associated with servicing the loans are reported on a cash basis. The Company believes that recognition of loan commitment fees and the related costs for servicing on a cash basis will not be materially different compared to recognition of such fees over the life of the loan commitment and amortization of the associated costs over the same period using the straight-line method.
Non-Accrual Loans
The non-accrual loan policy of the Company's bank subsidiaries is to discontinue the accrual of interest on loans when management determines that it is probable that future interest accruals will be un-collectible. Interest income on non-accrual loans is recognized only to the extent payments are received
39
or when, in management's opinion, the debtor's financial condition warrants reestablishment of interest accruals.
Other Real Estate Owned
Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal). Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for loan possible losses, if necessary. Any subsequent write-downs are charged against other non-interest expense. Operating expenses of such properties and gains and losses on their disposition are included in other non-interest expense.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on straight-line and accelerated methods over the estimated useful lives of the assets. Repairs and maintenance are charged to operations as incurred and expenditures for renewals and betterments are capitalized.
Income Taxes
Deferred income tax assets and liabilities are determined using the asset and liability method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the differences between the book and tax basis of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. The Company files a consolidated federal income tax return with its subsidiaries.
Stock Options
In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 148 ("SFAS No. 148"), "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirement of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the fair value based method of accounting for stock-based employee compensation for those companies that have elected to continue to apply Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." The adoption of SFAS No. 148 did not have an impact on the Company's consolidated financial statements.
At December 31, 2003, the Company had one stock-based employee compensation plan and certain options granted outside the plan. The Company accounts for options under the recognition and measurement principles of Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee cost is reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table, as prescribed by SFAS No. 148, illustrates the effect on net
40
income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock based employee compensation.
|
Years Ended December 31,
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
||||||||
|
(Dollars in Thousands,
except per share data) |
||||||||||
Net income, as reported | $ | 122,128 | $ | 100,631 | $ | 83,342 | |||||
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax related effects | (604 | ) | (962 | ) | (1,134 | ) | |||||
|
|
|
|||||||||
Pro forma net income | $ | 121,524 | $ | 99,669 | $ | 82,208 | |||||
|
|
|
|||||||||
Earnings per share: | |||||||||||
Basic earnings | |||||||||||
As reported | $ | 3.16 | $ | 2.52 | $ | 2.02 | |||||
Pro forma | 3.14 | 2.49 | 1.99 | ||||||||
Diluted earnings | |||||||||||
As reported | $ | 3.09 | $ | 2.46 | $ | 1.98 | |||||
Pro forma | 3.08 | 2.44 | 1.95 |
Advertising
Advertising costs are expensed as incurred.
Net Income Per Share
Basic Earnings Per Share ("EPS") is calculated by dividing net income by the weighted average number of common shares outstanding. The computation of diluted EPS assumes the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. The dilutive effect of stock options is considered in earnings per share calculations if dilutive, using the treasury stock method.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets associated with acquisition transactions. Through 2001, the Company amortized goodwill related to acquisitions prior to July 1, 2001 on a straight-line basis over 15 years and identifiable intangibles on a straight-line basis over their estimated periods of benefit. In addition, the Company reviewed its intangible assets periodically for other-than-temporary impairments. If such impairments were indicated, recoverability of the asset was assessed based on expected undiscounted net cash flows.
In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141 ("SFAS No. 141"), "Business Combinations", and SFAS No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with
41
the provisions in SFAS No. 142. SFAS No. 142 requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".
On July 1, 2001, the Company adopted the provisions of SFAS 141 and certain provisions of SFAS 142 as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001.
The Company adopted the remaining provisions of SFAS No. 142 as of January 1, 2002. See Note 16 for the effects of the adoption of SFAS No. 142.
In October 2002, the Financial Accounting Standards Board issued SFAS No. 147 ("SFAS No. 147"), "Acquisitions of Certain Financial Institutions, an amendment of FASB Statements No 72 and 144 and FASB Interpretation No. 9". SFAS No. 72 required that in acquisitions of financial institutions, any excess of the fair value of liabilities assumed over the fair value of tangible and intangible assets acquired be accounted for as an unidentifiable intangible asset and subsequently amortized. SFAS No. 72 unidentified intangible assets were excluded from the scope of SFAS No. 141 and SFAS No. 142. Except for transactions between two or more mutual companies, SFAS No. 147 removes acquisitions of financial institutions from the scope of SFAS No. 72 and FASB Interpretation No. 9 and requires that those transactions be accounted for in accordance with SFAS No. 141 and SFAS No. 142. SFAS No. 147 was effective October 1, 2002 and requires that if the transaction that gave rise to the unidentified intangible asset was a business combination, the carrying amount of that asset shall be reclassified to goodwill as of the later of the date of acquisition or the date of the full application of SFAS No. 142. SFAS No. 147 also requires that any interim or annual financial statements that reflect the amortization of the unidentified intangible asset subsequent to the full application of SFAS 142 shall be restated to remove that amortization expense. The Company adopted SFAS No. 147 as of October 1, 2002. Upon the adoption of SFAS No. 147, the Company reclassified $10,487,000 from intangible assets to goodwill and reversed $792,000 of amortization expense recognized during 2002 related to the SFAS 72 unidentified intangible asset.
Impairment of Long-Lived Assets
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," it retains many of the fundamental provisions of SFAS No 121, establishes a single accounting model for long-lived assets to be disposed of by sale, and resolves certain implementation issues not previously addressed by SFAS No. 121. SFAS No. 144 also supercedes the accounting and reporting provisions of Financial Accounting Standards Board Opinion No. 30, ("Opinion No. 30") "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business; however, it retains the requirement in Opinion No. 30 to report separately discontinued operations and extends the reporting to a component of an entity, rather than a segment of a business, that either has been disposed of or is classified as held for sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on the Company's consolidated financial statements.
42
In accordance with SFAS No. 144, long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying value of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying value or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the statement of condition.
Consolidated Statements of Cash Flows
For purposes of the consolidated statements of cash flows, the Company considers all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. Also, the Company reports transactions related to deposits with other financial institutions, customer time deposits and loans to customers on a net basis.
Accounting for Transfers and Servicing of Financial Assets
The Company accounts for transfers and servicing of financial assets and extinguishments of liabilities based on the application of a financial-components approach that focuses on control. After a transfer of financial assets, the Company recognizes the financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished.
Segments of an Enterprise and Related Information
The Company operates as one segment. The operating information used by the Company's chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated statements presented in this report. The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville. The Company applies the provisions of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," in determining its reportable segments and related disclosures. None of the Company's other subsidiaries meets the 10% threshold for disclosure under SFAS No. 131.
Derivative Instruments
The Company currently does not directly engage in hedging activities and does not directly hold any derivative instruments or embedded derivatives. However, the Company's equity method investee, Aircraft Finance Trust ("AFT"), uses derivative instruments to manage the interest rate on the bonds that AFT has issued. The derivative instruments qualify as cash flow hedges under the provisions of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" and as such, the Company's proportionate share of changes in fair value of the derivative instruments are included in comprehensive income and accumulated other comprehensive income, net of tax.
43
Guarantor's Accounting and Disclosure Requirements for Guarantees
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34." FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. This Interpretation also incorporates, without change, the guidance in Financial Accounting Standards Board Interpretation No. 34 ("FIN 34"), "Disclosure of Indirect Guarantees of Indebtedness of Others," which has been superceded. FIN 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligations to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002, and are included in the notes to the Company's consolidated financial statements. The adoption of FIN 45 did not have a significant impact on the Company's consolidated financial statements.
Reclassifications
Certain amounts in the prior year's presentations have been reclassified to conform to the current presentation. These reclassifications have no effect on previously reported net income.
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." The intention of FIN 46 was to clarify the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires an enterprise considered to be a variable interest entity ("VIE"), to be consolidated by the primary beneficiary, which represents the enterprise that will absorb the majority of the VIE's expected losses if they occur, receive a majority of the VIE's residual returns if they occur, or both. In December 2003, the FASB issued Staff Interpretation No. 46R ("FIN 46R"), "Consolidation of Variable Interest Entities, an interpretation of ARB 51 (revised December 2003)," which replaces FIN 46, in order to clarify the guidance in the original interpretation. FIN 46 applies to variable interest entities created after January 31, 2003. FIN 46 also applies to all variable interest entities created prior to February 1, 2003 that are considered to be special-purpose entities, as defined in FIN 46R, as of December 31, 2003. FIN 46R must be applied to all variable interest entities no later than the end of the first reporting period that ends after March 15, 2004.
The Company early adopted FIN 46R in connection with its consolidated financial statements as of December 31, 2003. The implementation of FIN 46R requires the Company to de-consolidate the statutory business trusts formed for the purpose of issuing trust preferred securities as of December 31, 2003.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150, ("SFAS No. 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
44
No. 150 establishes standards for how an issuer classifies, measures and discloses in its financial statements certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify financial instruments that are within its scope as liabilities, in most circumstances. Such financial instruments include (i) financial instruments that are issued in the form of shares that are mandatorily redeemable; (ii) financial instruments that embody an obligation to repurchase the issuer's equity shares, or are indexed to such an obligation, and that require the issuer to settle the obligation by transferring assets; (iii) financial instruments that embody an obligation that the issuer may settle by issuing a variable number of its equity shares if, at inception, the monetary value of the obligation is predominantly based on a fixed amount, variations in something other than the fair value of the issuer's equity shares or variations inversely related to changes in the fair value of the issuer's equity shares; and (iv) certain freestanding financial instruments. SFAS No. 150 was originally effective for contracts entered into or modified after May 31, 2003, and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. At its October 29, 2003, meeting, the Financial Accounting Standards Board decided to defer the effective date of SFAS No. 150, as it relates to classification and measurement requirements for manditorily redeemable financial instruments that become subject to SFAS No. 150 solely as a result of consolidation. Adoption of the remaining provisions of SFAS No. 150 did not have an impact on the Company's consolidated financial statements.
Recently Adopted Accounting Standards
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued. SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The Company also would record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation would be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company was required to adopt SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 had no effect on the Company's consolidated financial statements.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections," was issued. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of SFAS No. 145 related to the rescission of SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," were applied in fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145 related to SFAS No. 13 were effective for transactions occurring after May 15, 2002. The adoption of SFAS No. 145 had no effect on the Company's consolidated financial statements.
In June 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," was issued. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3," Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." The provisions of SFAS No. 146 were effective for exit or
45
disposal activities initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 had no effect on the Company's consolidated financial statements.
In December 2003, SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," was issued. SFAS No. 132 (revised) prescribes employers' disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. The Statement revises the disclosure requirements contained in the original SFAS No. 132. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. The Statement generally is effective for fiscal years ending after December 15, 2003.
(2) Potential Acquisition
On January 22, 2004, the Company signed a definitive agreement pursuant to which the Company will acquire Local Financial Corporation ("LFIN"), an Oklahoma based bank holding company with $2.9 billion in assets. Under the terms of the agreement, the Company will acquire LFIN for approximately $364 million in cash and stock. LFIN stockholders will be entitled to elect to either receive cash or Common Stock of the Company, valued at $22.00 per share (subject to adjustment in certain circumstances) for each share of LFIN common stock they own. The election of LFIN's stockholders will be subject to the requirement that 75 percent of LFIN's shares be exchanged for cash and 25 percent exchanged for IBC stock.
The transaction is expected to close in the summer of 2004 and is subject to various closing conditions, including receipt of all requisite regulatory approvals and the approval of LFIN's stockholders. The Board of Directors of both the Company and LFIN have approved the transaction.
The Company intends to file certain materials with the Securities and Exchange Commission ("SEC"), including a registration statement on Form S-4 concerning the transaction. The Form S-4 registration statement will include a proxy statement/prospectus, which the Company and LFIN intend to mail to LFIN stockholders in connection with the transaction.
46
(3) Investment Securities
The amortized cost and estimated fair value by type of investment security at December 31, 2003 are as follows:
|
Held to Maturity
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amortized
cost |
Gross
unrealized gains |
Gross
unrealized losses |
Estimated
fair value |
Carrying
value |
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Other securities | $ | 2,160 | $ | | $ | | $ | 2,160 | $ | 2,160 | |||||
|
|
|
|
|
|||||||||||
Total investment securities | $ | 2,160 | $ | | $ | | $ | 2,160 | $ | 2,160 | |||||
|
|
|
|
|
|||||||||||
|
|
Available for Sale |
|||||||||||||
|
Amortized
cost |
Gross
unrealized gains |
Gross
unrealized losses |
Estimated
fair value |
Carrying
value |
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
U.S. Treasury securities | $ | 21,825 | $ | 187 | $ | | $ | 22,011 | $ | 22,011 | |||||
Mortgage-backed securities | 2,859,050 | 19,283 | (10,040 | ) | 2,868,293 | 2,868,293 | |||||||||
Obligations of states and political subdivisions | 104,736 | 5,654 | (8 | ) | 110,382 | 110,382 | |||||||||
Other securities | 24,148 | 4,052 | | 28,200 | 28,200 | ||||||||||
Equity securities | 9,825 | 629 | | 10,455 | 10,455 | ||||||||||
|
|
|
|
|
|||||||||||
Total investment securities | $ | 3,019,584 | $ | 29,805 | $ | (10,048 | ) | $ | 3,039,341 | $ | 3,039,341 | ||||
|
|
|
|
|
The amortized cost and estimated fair value of investment securities at December 31, 2003, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.
|
Held to Maturity
|
Available for Sale
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amortized
Cost |
Estimated
fair value |
Amortized
Cost |
Estimated
fair value |
||||||||
|
(Dollars in Thousands)
|
|||||||||||
Due in one year or less | $ | 25 | $ | 25 | $ | 2,258 | $ | 2,287 | ||||
Due after one year through five years | 2,035 | 2,035 | | | ||||||||
Due after five years through ten years | 100 | 100 | 10,675 | 10,737 | ||||||||
Due after ten years | | | 137,775 | 147,570 | ||||||||
Mortgage-backed securities | | | 2,859,051 | 2,868,292 | ||||||||
Equity securities | | | 9,825 | 10,455 | ||||||||
|
|
|
|
|||||||||
Total investment securities | $ | 2,160 | $ | 2,160 | $ | 3,019,584 | $ | 3,039,341 | ||||
|
|
|
|
47
The amortized cost and estimated fair value by type of investment security at December 31, 2002 are as follows:
|
Held to Maturity
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amortized
cost |
Gross
unrealized gains |
Gross
unrealized losses |
Estimated
fair value |
Carrying
value |
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
Other securities | $ | 2,060 | $ | | $ | | $ | 2,060 | $ | 2,060 | |||||
|
|
|
|
|
|||||||||||
Total investment securities | $ | 2,060 | $ | | $ | | $ | 2,060 | $ | 2,060 | |||||
|
|
|
|
|
|||||||||||
|
|
Available for Sale |
|||||||||||||
|
Amortized
cost |
Gross
unrealized gains |
Gross
unrealized losses |
Estimated
fair value |
Carrying
value |
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
U.S. Treasury securities | $ | 12,344 | $ | 245 | $ | | $ | 12,589 | $ | 12,589 | |||||
Mortgage-backed securities | 2,820,538 | 74,908 | (108 | ) | 2,895,338 | 2,895,338 | |||||||||
Obligations of states and political subdivisions | 105,489 | 827 | (364 | ) | 105,952 | 105,952 | |||||||||
Other securities | 47,125 | 2,250 | (600 | ) | 48,775 | 48,775 | |||||||||
Equity securities | 7,410 | 647 | | 8,057 | 8,057 | ||||||||||
|
|
|
|
|
|||||||||||
Total investment securities | $ | 2,992,906 | $ | 78,877 | $ | (1,072 | ) | $ | 3,070,711 | $ | 3,070,711 | ||||
|
|
|
|
|
Mortgage-backed securities are primarily securities issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the Federal National Mortgage Association ("Fannie Mae") and the Government National Mortgage Association ("Ginnie Mae").
The amortized cost and fair value of available for sale investment securities pledged to qualify for fiduciary powers, to secure public monies as required by law, repurchase agreements and short-term fixed borrowings was $565,050,000 and $571,623,000, respectively, at December 31, 2003.
Proceeds from the sale of securities available-for-sale were $1,239,766,000, $330,152,000 and $568,058,000 during 2003, 2002 and 2001, respectively. Gross gains of $29,517,000, $2,396,000 and $5,693,000 and gross losses of $6,127,000, $93,000 and $6,703,000 were realized on the sales in 2003, 2002 and 2001, respectively.
48
Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2003 were as follows:
|
Less than 12 months
|
12 months or more
|
Total
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fair Value
|
Unrealized
Losses |
Fair Value
|
Unrealized
Losses |
Fair Value
|
Unrealized
Losses |
||||||||||||||
|
(Dollars in Thousands)
|
|||||||||||||||||||
Available for sale: | ||||||||||||||||||||
Mortgage-backed securities | $ | 1,487,542 | $ | (10,034 | ) | $ | 49 | $ | (6 | ) | $ | 1,487,591 | $ | (10,040 | ) | |||||
Obligations of states and political subdivisions | 116 | (8 | ) | | | 116 | (8 | ) | ||||||||||||
Other securities | | | | | | | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
$ | 1,487,658 | $ | (10,042 | ) | $ | 49 | $ | (6 | ) | $ | 1,487,707 | $ | (10,048 | ) | ||||||
|
|
|
|
|
|
The unrealized losses on investments in mortgage-backed securities are caused by changes in market interest rates. The contractual cash obligations of the securities are guaranteed by Freddie Mac, Fannie Mae, and Ginnie Mae. Because the decrease in fair value is due to market interest rates and not other factors, and because the Company has the ability to hold these investments until a market price recovery, maturity of the securities, or a modification of the Company's investment strategy, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired.
The unrealized losses on investments in obligations of state and political subdivision securities are caused by fluctuations in market interest rates. The underlying cash obligations of the securities are guaranteed by the municipality underwriting the debt instrument. It is the belief of the Company that the municipality issuing the debt will honor its interest payment schedule, as well as the full debt at maturity. The securities are purchased by the Company for their economic value. Because the decrease in fair value is due to market interest rates and not other factors, and because the Company has the ability to hold these investments until a market price recovery, maturity of the securities, or a modification of the Company's investment strategy, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired.
49
(4) Allowance for Possible Loan Losses
A summary of the transactions in the allowance for possible loan losses for the years ended December 31, 2003, 2002 and 2001 is as follows:
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||
Balance at December 31, | $ | 44,213 | $ | 40,065 | $ | 30,812 | |||||
|
|
|
|||||||||
Losses charged to allowance | (4,943 | ) | (5,257 | ) | (4,269 | ) | |||||
Recoveries credited to allowance | 1,085 | 1,329 | 936 | ||||||||
|
|
|
|||||||||
Net losses charged to allowance | (3,858 | ) | (3,928 | ) | (3,333 | ) | |||||
Provision charged to operations | 8,291 | 8,541 | 8,631 | ||||||||
Acquired (disposed) in purchase or sale transactions | | (465 | ) | 3,955 | |||||||
|
|
|
|||||||||
Balance at December 31, | $ | 48,646 | $ | 44,213 | $ | 40,065 | |||||
|
|
|
Loans accounted for on a non-accrual basis at December 31, 2003, 2002 and 2001 amounted to $20,960,000, $3,649,000 and $8,170,000, respectively. The effect of such non-accrual loans reduced interest income by $1,870,000, $567,000 and $695,000 for the years ended December 31, 2003, 2002 and 2001, respectively. Amounts received on non-accruals are applied, for financial accounting purposes, first to principal and then to interest after all principal has been collected.
The increase in non-accrual loans from 2002 to 2003 can be attributed to two fully secured credits the Company placed on non-accrual status, totaling approximately $17,800,000. On January 7, 2004, management determined that one of the fully secured credits be returned to accrual status and on March 1, 2004, management determined that the second of the two fully secured credits also be returned to accrual status.
Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected. The Company has identified these loans through its normal loan review procedures. Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan's effective interest rate; (2) the loan's observable market price; or (3) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company's impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.
Impaired loans were $23,227,000 at December 31, 2003, $3,428,000 at December 31, 2002 and $4,958,000 at December 31, 2001. The average recorded investment in impaired loans during 2003, 2002, and 2001 was $10,160,000, $4,289,000 and $5,997,000, respectively. Interest income on impaired loans of $1,936,000, $112,000 and $412,000 was recognized for cash payments received in 2003, 2002 and 2001, respectively.
Management of the Company recognizes the risks associated with these impaired loans. However, management's decision to place loans in this category does not necessarily mean that losses will occur.
The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a "loss" by bank examiners. Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the
50
loss portion is anticipated based on the borrower's financial condition and general economic conditions in the borrower's industry. Generally, unsecured consumer loans are charged-off when 90 days past due.
While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be un-collectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the allowance for possible loan losses can be made only on a subjective basis. It is the judgment of the Company's management that the allowance for possible loan losses at December 31, 2003 was adequate to absorb probable losses from loans in the portfolio at that date.
(5) Bank Premises and Equipment
A summary of bank premises and equipment, by asset classification, at December 31, 2003 and 2002 were as follows:
|
Estimated
useful lives |
2003
|
2002
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
|
(Dollars in Thousands)
|
|||||||||
Bank buildings and improvements | 5 - 40 years | $ | 171,352 | $ | 146,670 | ||||||
Furniture, equipment and vehicles | 1 - 20 years | 132,699 | 109,679 | ||||||||
Land | 37,819 | 34,750 | |||||||||
Real estate held for future expansion: | |||||||||||
Land, building, furniture, fixture and equipment | 7 - 27 years | 1,021 | 1,072 | ||||||||
Less: accumulated depreciation | (122,289 | ) | (106,694 | ) | |||||||
|
|
||||||||||
Bank premises and equipment, net | $ | 220,602 | $ | 185,477 | |||||||
|
|
51
(6) Deposits
Deposits as of December 31, 2003 and 2002 and related interest expense for the years ended December 31, 2003, 2002 and 2001 were as follows:
|
2003
|
2002
|
||||||
---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||||
Deposits: | ||||||||
Demandnon-interest bearing | ||||||||
Domestic | $ | 726,500 | $ | 613,215 | ||||
Foreign | 87,970 | 70,751 | ||||||
|
|
|||||||
Total demand non-interest bearing | 814,470 | 683,966 | ||||||
|
|
|||||||
Savings and interest bearing demand | ||||||||
Domestic | 1,060,365 | 962,019 | ||||||
Foreign | 335,253 | 300,888 | ||||||
|
|
|||||||
Total savings and interest bearing demand | 1,395,618 | 1,262,907 | ||||||
|
|
|||||||
Time, certificates of deposit $100,000 or more |
|
|
|
|
|
|
||
Domestic | 510,766 | 500,622 | ||||||
Foreign | 956,986 | 1,010,610 | ||||||
Less than $100,000 | ||||||||
Domestic | 417,302 | 437,514 | ||||||
Foreign | 340,557 | 344,280 | ||||||
|
|
|||||||
Total time, certificates of deposit | 2,225,611 | 2,293,026 | ||||||
|
|
|||||||
Total deposits | $ | 4,435,699 | $ | 4,239,899 | ||||
|
|
|
|
2003 |
|
2002 |
|
2001 |
|||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||||
Interest expense: | |||||||||||
Savings and interest bearing demand | |||||||||||
Domestic | $ | 8,145 | $ | 11,320 | $ | 18,636 | |||||
Foreign | 2,023 | 2,865 | 4,949 | ||||||||
|
|
|
|||||||||
Total savings and interest bearing demand | 10,168 | 14,185 | 23,585 | ||||||||
|
|
|
|||||||||
Time, certificates of deposit $100,000 or more | |||||||||||
Domestic | 9,314 | 13,442 | 25,609 | ||||||||
Foreign | 19,026 | 24,743 | 46,447 | ||||||||
Less than $100,000 | |||||||||||
Domestic | 7,890 | 12,652 | 21,402 | ||||||||
Foreign | 4,783 | 7,070 | 13,296 | ||||||||
|
|
|
|||||||||
Total time, certificates of deposit | 41,013 | 57,907 | 106,754 | ||||||||
Total interest expense on deposits | $ | 51,181 | $ | 72,092 | $ | 130,339 | |||||
|
|
|
52
(7) Federal Funds Purchased and Securities Sold Under Repurchase Agreements
The Company's bank subsidiaries have entered into repurchase agreements with Salomon Brothers and individual customers of the bank subsidiaries. The purchasers have agreed to resell to the bank subsidiaries identical securities upon the maturities of the agreements. Securities sold under repurchase agreements were mortgage-backed book entry securities and averaged $473,365,000 and $498,869,000 during 2003 and 2002, respectively, and the maximum amount outstanding at any month end during 2003 and 2002 $501,296,000 and $684,839,000, respectively.
Further information related to repurchase agreements at December 31, 2003 and 2002 is set forth in the following table:
|
Collateral Securities
|
Repurchase Borrowing
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Book Value of
Securities Sold |
Fair Value of
Securities Sold |
Balance of
Liability |
Weighted Average
Interest Rate |
|||||||||
|
(Dollars in Thousands)
|
||||||||||||
December 31, 2003 term: | |||||||||||||
Overnight agreements | $ | 46,561 | $ | 46,827 | $ | 33,531 | 1.22 | % | |||||
1 to 29 days | 1,239 | 1,274 | 362 | 1.00 | % | ||||||||
30 to 90 days | 19,520 | 19,806 | 15,516 | 1.29 | % | ||||||||
Over 90 days | 496,241 | 502,167 | 451,887 | 4.09 | % | ||||||||
|
|
|
|
||||||||||
Total |
|
$ |
563,561 |
|
$ |
570,074 |
|
$ |
501,296 |
|
3.81 |
% |
|
|
|
|
|
||||||||||
December 31, 2002 term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Overnight agreements | $ | 70,384 | $ | 72,362 | $ | 28,990 | 1.18 | % | |||||
1 to 29 days | 23,154 | 23,602 | 18,223 | 2.03 | % | ||||||||
30 to 90 days | 60,637 | 62,121 | 46,327 | 2.05 | % | ||||||||
Over 90 days | 430,715 | 449,013 | 364,375 | 4.66 | % | ||||||||
|
|
|
|
||||||||||
Total |
|
$ |
584,890 |
|
$ |
607,098 |
|
$ |
457,915 |
|
3.99 |
% |
|
|
|
|
|
The book value and fair value of securities sold includes the entire book value and fair value of securities partially or fully pledged under repurchase agreements.
(8) Other Borrowed Funds
Other borrowed funds include Federal Home Loan Bank borrowings, which are short term fixed borrowings issued by the Federal Home Loan Bank of Dallas at the market price offered at the time of funding. These borrowings are secured by mortgage-backed investment securities. For the year ended December 31, 2002, other borrowed funds included long term debt of $135,000,000 issued in the form of Trust Preferred Securities issued by statutory business trusts formed by the Company. Under the provisions of FIN 46R, which the Company adopted at December 31, 2003, the statutory business trusts were de-consolidated. The weighted average interest rate on the short-term fixed borrowings outstanding at December 31, 2003 and 2002 was 1.07% and 1.80%, respectively, and the weighted average interest rate for the year 2003 and 2002 was 1.22% and 1.96%, respectively. The average daily balance on short-term fixed borrowings was $388,123,000 and $747,772,000 during 2003 and 2002, respectively, and the maximum amount outstanding at any month end during 2003 and 2002 was $1,505,000,000 and $1,020,000,000, respectively.
53
(9) Junior Subordinated Deferrable Interest Debentures
The Company has formed eight statutory business trusts under the laws of the State of Delaware, (the "Trusts") for the purpose of issuing trust preferred securities. The Trusts have issued Capital and Common Securities and invested the proceeds in an equivalent amount thereof in Junior Subordinated Deferrable Interest Debentures (the "Debentures") issued by the Company. The Debentures will mature on various dates; however the Debentures may be redeemed at specified prepayment prices, in whole or in part after the specified dates, or in whole within 90 days upon the occurrence of any one of certain legal, regulatory or tax events specified in the Indenture. As discussed in Note 1 to the consolidated financial statements, under the provisions of FIN 46R, the Company de-consolidated its investment in the Trusts as of December 31, 2003. As of December 31, 2003, the amount of Debentures outstanding totaled $172,254,000.
The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the Indentures) of the Company, and are pari passu with one another. The interest rate payable on, and the payment terms of the Debentures is the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts. The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities. The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to ten consecutive semi-annual periods on Trusts I through IV and for up to twenty consecutive quarterly periods on Trusts V through VIII. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred. The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies. The following table illustrates key information about each of the Capital Securities and their interest rate at December 31, 2003:
|
Junior
Subordinated Deferrable Interest Debentures |
Repricing
Frequency |
Interest
Rate |
Interest Rate
Index |
Maturity Date
|
Optional
Redemption Date |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|
|
|
|
|
|||||||
Trust I | $ | 10,147 | Fixed | 10.18 | % | Fixed | June 2031 | June 2011 | |||||
Trust II | $ | 25,421 | Semi-Annually | 4.90 | % | LIBOR + 3.75 | July 2031 | July 2006 | |||||
Trust III | $ | 33,527 | Semi-Annually | 4.98 | % | LIBOR + 3.75 | December 2031 | December 2006 | |||||
Trust IV | $ | 22,248 | Semi-Annually | 4.92 | % | LIBOR + 3.70 | April 2032 | April 2007 | |||||
Trust V | $ | 20,199 | Quarterly | 4.80 | % | LIBOR + 3.65 | July 2032 | July 2007 | |||||
Trust VI | $ | 25,211 | Quarterly | 4.63 | % | LIBOR + 3.45 | November 2032 | November 2007 | |||||
Trust VII | $ | 10,310 | Quarterly | 4.41 | % | LIBOR + 3.25 | April 2033 | April 2008 | |||||
Trust VIII | $ | 25,191 | Quarterly | 4.19 | % | LIBOR + 3.05 | October 2033 | October 2008 | |||||
|
|||||||||||||
$ | 172,254 | ||||||||||||
|
Prior to the issuance of FIN No. 46R, the eight statutory business trusts were considered fully consolidated subsidiaries of the Company and reported on the consolidated statement of condition under the heading "Other borrowed funds." With the early adoption of FIN 46R, the Company deconsolidated the eight statutory business trusts and as a result the Debentures issued by the trust are reported in a separate line item, "Junior subordinated deferrable interest debentures."
54
(10) Earnings per Share
Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding. The computation of diluted EPS assumes the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. The calculation of the basic EPS and the diluted EPS for the years ended December 31, 2003, 2002, and 2001 is set forth in the following table:
|
Net
Income (Numerator) |
Shares
(Denominator) |
Per Share
Amount |
||||||
---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands,
Except Per Share Amounts) |
||||||||
December 31, 2003: | |||||||||
Basic EPS | |||||||||
Net income | $ | 122,128 | 38,689,959 | $ | 3.16 | ||||
Potential dilutive common shares |
|
|
|
|
779,328 |
|
|
|
|
|
|
||||||||
Diluted EPS | $ | 122,128 | 39,469,287 | $ | 3.09 | ||||
|
|
||||||||
December 31, 2002: |
|
|
|
|
|
|
|
|
|
Basic EPS | |||||||||
Net income | $ | 100,631 | 39,955,581 | $ | 2.52 | ||||
Potential dilutive common shares |
|
|
|
|
913,516 |
|
|
|
|
|
|
||||||||
Diluted EPS | $ | 100,631 | 40,869,097 | $ | 2.46 | ||||
|
|
||||||||
December 31, 2001: |
|
|
|
|
|
|
|
|
|
Basic EPS | |||||||||
Net income | $ | 83,342 | 41,345,070 | $ | 2.02 | ||||
Potential dilutive common shares |
|
|
|
|
757,883 |
|
|
|
|
|
|
||||||||
Diluted EPS | $ | 83,342 | 42,102,953 | $ | 1.98 | ||||
|
|
(11) Employees' Profit Sharing Plan
The Company has a deferred profit sharing plan for full-time employees with a minimum of one year of continuous employment. The Company's annual contribution to the plan is based on a percentage, as determined by the Board of Directors, of income before income taxes, as defined, for the year. Allocation of the contribution among officers and employees' accounts is based on length of service and amount of salary earned. Profit sharing costs of $2,897,000, $2,662,000 and $2,084,000 were charged to income for the years ended December 31, 2003, 2002, and 2001, respectively.
(12) International Operations
The Company provides international banking services for its customers through its bank subsidiaries. Neither the Company nor its bank subsidiaries have facilities located outside the United States. International operations are distinguished from domestic operations based upon the domicile of the customer.
55
Because the resources employed by the Company are common to both international and domestic operations, it is not practical to determine net income generated exclusively from international activities.
A summary of assets attributable to international operations at December 31, 2003 and 2002 are as follows:
|
2003
|
2002
|
|||||||
---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||
Loans: | |||||||||
Commercial | $ | 161,707 | $ | 180,209 | |||||
Others | 61,090 | 53,068 | |||||||
|
|
||||||||
222,797 | 233,277 | ||||||||
Less allowance for possible loan losses | (1,050 | ) | (1,179 | ) | |||||
|
|
||||||||
Net loans | $ | 221,747 | $ | 232,098 | |||||
|
|
||||||||
Accrued interest receivable |
|
$ |
1,243 |
|
$ |
1,357 |
|
||
|
|
At December 31, 2003, the Company had $64,569,000 in outstanding international commercial letters of credit to facilitate trade activities. The letters of credit are issued primarily in conjunction with credit facilities, which are available to various Mexican banks doing business with the Company.
Income directly attributable to international operations was $11,626,000, $14,128,000 and $22,389,000 for the years ended December 31, 2003, 2002 and 2001, respectively.
(13) Income Taxes
The Company files a consolidated U.S. Federal income tax return. The current and deferred portions of net income tax expense included in the consolidated statements of income are presented below for the years ended December 31:
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||||||||
Current | ||||||||||||
U.S. | $ | 54,199 | $ | 54,550 | $ | 38,849 | ||||||
Foreign | 74 | 118 | 84 | |||||||||
|
|
|
||||||||||
Total current taxes | 54,273 | 54,668 | 38,933 | |||||||||
Deferred |
|
|
6,153 |
|
|
(655 |
) |
|
2,788 |
|||
|
|
|
||||||||||
Total income taxes |
|
$ |
60,426 |
|
$ |
54,013 |
|
$ |
41,721 |
|||
|
|
|
56
Total income tax expense differs from the amount computed by applying the U.S. Federal income tax rate of 35% for 2003, 2002 and 2001 to income before income taxes. The reasons for the differences for the years ended December 31 are as follows:
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||||||||
Computed expected tax expense | $ | 63,894 | $ | 55,921 | $ | 43,772 | ||||||
Change in taxes resulting from: |
|
|
|
|
|
|
|
|
|
|
||
Tax-exempt interest income | (1,762 | ) | (1,692 | ) | (1,590 | ) | ||||||
Leasing activities | (461 | ) | 3,031 | 1,239 | ||||||||
Employee benefits | (2,113 | ) | (2,707 | ) | (2,110 | ) | ||||||
Other | 868 | (540 | ) | 410 | ||||||||
|
|
|
||||||||||
Actual tax expense |
|
$ |
60,426 |
|
$ |
54,013 |
|
$ |
41,721 |
|
||
|
|
|
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2003 and 2002 are reflected below:
|
2003
|
2002
|
|||||||
---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
||||||||
Deferred tax assets: | |||||||||
Loans receivable, principally due to the allowance for possible loan losses | $ | 15,088 | $ | 13,422 | |||||
Net unrealized loss on derivative instruments of equity method investee | | 332 | |||||||
Other real estate owned | 534 | 553 | |||||||
Goodwill | 2,763 | 2,763 | |||||||
Other | 234 | 259 | |||||||
|
|
||||||||
Total deferred tax assets |
|
|
18,619 |
|
|
17,329 |
|
||
|
|
||||||||
Deferred tax liabilities: |
|
|
|
|
|
|
|
||
Net unrealized gains on available for sale investment securities | (6,915 | ) | (27,231 | ) | |||||
Lease financing receivable | (19,244 | ) | (16,549 | ) | |||||
Bank premises and equipment, principally due to differences on depreciation | (4,336 | ) | (3,592 | ) | |||||
FHLB stock | (5,887 | ) | (5,139 | ) | |||||
Other | (4,769 | ) | (1,181 | ) | |||||
|
|
||||||||
Total deferred tax liabilities |
|
|
(41,151 |
) |
|
(53,692 |
) |
||
|
|
||||||||
Net deferred tax liability |
|
$ |
(22,532 |
) |
$ |
(36,363 |
) |
||
|
|
57
The net deferred tax liability of $22,532,000 and $36,363,000 at December 31, 2003 and 2002, respectively, is included in other liabilities in the consolidated statements of condition.
The Company did not record a valuation allowance against deferred tax assets at December 31, 2003, 2002, and 2001 because management has concluded it is more likely than not the Company will have future taxable earnings in excess of future tax deductions.
(14) Other Investments
Included in other investments is the Company's investment in Aircraft Finance Trust ("AFT"), a special purpose business trust formed to acquire and lease aircraft. The Company accounts for its investment in AFT under the equity method of accounting. AFT utilizes derivative instruments to manage the interest rate on bonds that it has issued. The derivatives qualify as cash flow hedges and are reported at fair value. The Company records its proportionate share of the fair value of the derivatives as an increase or decrease in the investment in AFT and accumulated other comprehensive income, net of tax.
The Company's proportionate share of earnings or losses of AFT were losses of $948,000 and $6,799,000 for the years ended December 31, 2003 and 2002, respectively. Because of the losses from operations that AFT has reported as a result of the events of September 11 and the impact on the airline industry including continued declines in air travel and continued reduced demand for commercial aircraft, the Company evaluated its investment, which resulted in the Company recording an impairment charge of $6,081,000 in 2002.
At December 31, 2003 and 2002, the Company's investment in AFT, excluding its proportionate share of the fair value of the AFT derivatives was $0 and $948,000, respectively. The Company's investment including the proportionate share of the fair value of the AFT derivatives at December 31, 2003 and 2002, was $0.
(15) Stock Options
On April 3, 1996, the Board of Directors adopted the 1996 International Bancshares Corporation Stock Option Plan (the "1996 Plan"). The 1996 Plan replaced the 1987 International Bancshares Corporation Key Contributor Stock Option Plan (the "1987 Plan"). On April 5, 2001, the Board of Directors amended the 1996 plan and added 300,000 shares to the plan. Under the 1987 Plan and the 1996 Plan both qualified incentive stock options ("ISOs") and nonqualified stock options ("NQSOs") may be granted. Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years.
The Company granted nonqualified stock options exercisable for a total of 234,368 shares, adjusted for stock dividends, of Common Stock to certain employees of the GulfStar Group. The grants were not made under either the 1987 Plan or the 1996 Plan. The options are exercisable for a period of seven years and vest in equal increments over a period of five years. All options granted to the GulfStar Group employees had an option price of not less than the fair market value of the Common Stock on or about the date of grant.
58
The following schedule summarizes the pertinent information (adjusted for stock distributions) with regard to the Company's stock options.
|
Option Price
per share |
Options
outstanding |
|||||||
---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2000 | 1,701,730 | ||||||||
Terminated | $8.04 | (54,263 | ) | ||||||
Granted | 19.45 | - | 21.76 | 383,983 | |||||
Exercised | 8.38 | - | 22.01 | (105,513 | ) | ||||
|
|||||||||
Balance at December 31, 2001 |
|
|
|
|
|
|
1,925,937 |
|
|
Terminated | $8.04 | - | 21.79 | (26,932 | ) | ||||
Granted | | | |||||||
Exercised | 6.44 | - | 21.79 | (221,052 | ) | ||||
|
|||||||||
Balance at December 31, 2002 |
|
|
|
|
|
|
1,677,953 |
|
|
Terminated | $10.06 | - | 27.24 | (13,444 | ) | ||||
Granted | 28.80 | - | 34.25 | 98,312 | |||||
Exercised | 8.05 | - | 27.24 | (316,719 | ) | ||||
|
|||||||||
Balance at December 31, 2003 |
|
|
|
|
|
|
1,446,102 |
|
|
|
At December 31, 2003, 2002, and 2001, 1,017,708, 1,057,089, and 732,012 options were exercisable, respectively, and as of December 31, 2003, 307,622 shares were available for future grants under the 1996 Plan, as amended. All options granted under the 1987 Plan and the 1996 Plan had an option price of not less than the fair market value of the Company's common stock at the date of grant and a vesting period of five years.
The following table summarizes information about stock options outstanding at December 31, 2003:
|
Options Outstanding
|
Options Exercisable
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Range of Exercise Prices
|
Number
Outstanding at 12/31/03 |
Weighted-
Average Remaining Contractual Life |
Weighted-
Average Exercise Price |
Number
Exercisable at 12/31/03 |
Weighted
Average Exercise Price |
|||||||
$12.38 - 17.04 | 484,015 | 1.5 years | $ | 12.37 | 484,015 | $ | 12.37 | |||||
15.73 - 16.30 | 38,304 | 2.1 years | 15.82 | 38,304 | 15.82 | |||||||
15.07 - 17.62 | 337,707 | 4.3 years | 15.64 | 270,165 | 15.64 | |||||||
16.38 - 16.83 | 150,597 | 5.1 years | 16.57 | 90,358 | 16.57 | |||||||
27.20 - 29.20 | 337,166 | 6.9 years | 21.82 | 134,866 | 21.82 | |||||||
28.80 - 45.40 | 98,313 | 7.6 years | 33.72 | | 33.72 | |||||||
|
|
|||||||||||
$12.38 - 45.40 | 1,446,102 | 1,017,708 | ||||||||||
|
|
59
The fair values of options at date of grant were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
|
2003
|
||
---|---|---|---|
Expected Life (Years) | 5 | ||
Dividend yield | 2.50 | % | |
Interest rate | 2.96 | % | |
Volatility | 30.86 | % |
The Company has a formal stock repurchase program and as part of the program, the Company occasionally repurchases shares of Common Stock related to the exercise of stock options through the surrender of other shares of Common Stock of the Company owned by the option holders.
(16) Adoption of SFAS No. 142
The Company fully adopted the remaining provisions of SFAS No. 142 as of January 1, 2002 and discontinued amortizing goodwill relating to business combinations consummated before July 1, 2001. As of the date of the adoption, the Company had unamortized goodwill in the amount of $69,639,000 and unamortized identifiable intangible assets in the amount of $21,978,000. The Company evaluated its existing intangible assets and goodwill that were acquired in prior purchase business combinations and determined that no reclassifications were necessary in order to conform with the new classification criteria in SFAS No. 141 for recognition apart from goodwill. The Company has reassessed the useful lives and residual values of all intangible assets acquired in purchase business combinations and determined that no amortization adjustments were necessary and no intangible assets had indefinite lives.
As of January 1, 2002, the Company performed an assessment of whether there is an indication that goodwill was impaired. The Company concluded that it was probable that the goodwill related to its investment services reporting unit was impaired. The amount of the impairment was $7,893,000, or $5,130,000, net of tax, which has been reported as a cumulative effect of a change in accounting principle, net of tax for the year ended December 31, 2002. The fair value of the investment services reporting unit was estimated using a combination of capitalized cash flows, discounted cash flows and multiples based on publicly traded company's market capitalization to sales.
60
The following table reconciles the Company's reported net income and earnings per share amounts to the adjusted amounts adding back previous amounts of goodwill amortization:
|
Years Ended December 31,
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
||||||||
|
Amounts in thousands, except per share data)
|
||||||||||
Reported net income | $ | 122,128 | $ | 100,631 | $ | 83,342 | |||||
Add back: | |||||||||||
Goodwill amortization, net of tax | | | 2,846 | ||||||||
|
|
|
|||||||||
Adjusted net income | $ | 122,128 | $ | 100,631 | $ | 86,188 | |||||
|
|
|
|||||||||
Basic earning sper share: |
|
|
|
|
|
|
|
|
|
||
Reported net income | $ | 3.16 | $ | 2.52 | $ | 2.02 | |||||
Goodwill amortization | | | .07 | ||||||||
|
|
|
|||||||||
Adjusted net income | $ | 3.16 | $ | 2.52 | $ | 2.09 | |||||
|
|
|
|||||||||
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
||
Reported net income | $ | 3.09 | $ | 2.46 | $ | 1.98 | |||||
Goodwill amortization | | | .07 | ||||||||
|
|
|
|||||||||
Adjusted net income | $ | 3.09 | $ | 2.46 | $ | 2.05 | |||||
|
|
|
There were no changes in the carrying amount of goodwill for the year ended December 31, 2003. Changes in the carrying amount of goodwill are as follows for the year ended December 31, 2002:
Balance at December 31, 2001 | $ | 69,639 | |||
Adjustments to deferred tax asset and goodwill relating to a 2001 acquisition | (488 | ) | |||
Record disposition of goodwill related to the sale of branches acquired in 2001 | (4,303 | ) | |||
Impairment charge | (7,893 | ) | |||
Reclassification of intangible assets to goodwill upon adoption of SFAS No. 147 | 10,487 | ||||
|
|||||
Balance as of December 31, 2002 | $ | 67,442 | |||
|
The Company has performed its annual impairment test of goodwill as of September 30, 2003 and 2002, and has concluded that no additional impairment of goodwill is necessary.
61
Information on the Company's identified intangible assets follows:
|
Carrying
Amount |
Accumulated
Amortization |
Net
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in Thousands)
|
|||||||||
December 31, 2003 | ||||||||||
Core deposit premium | $ | 14,150 | $ | 8,258 | $ | 5,892 | ||||
|
|
|
||||||||
December 31, 2002 |
|
|
|
|
|
|
|
|
|
|
Core deposit premium | $ | 14,150 | $ | 6,981 | $ | 7,169 | ||||
|
|
|
Amortization expense of intangible assets for the years ended December 31, 2003, 2002 and 2001, was $1,276,000, $1,812,000 and $5,378,000, respectively. Estimated amortization expense for each of the five succeeding fiscal years, and thereafter, is as follows:
Fiscal year ended:
|
Total
|
|||
---|---|---|---|---|
|
(in thousands)
|
|||
2004 | $ | 981 | ||
2005 | 798 | |||
2006 | 690 | |||
2007 | 690 | |||
2008 | 690 | |||
Thereafter | 2,043 | |||
|
||||
Total |
|
$ |
5,892 |
|
|
(17) Commitments and Contingent Liabilities
The Company is involved in various legal proceedings that are in various stages of litigation. Some of these actions allege "lender liability" claims on a variety of theories and claim substantial actual and punitive damages. The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.
The Company leases portions of its banking premises and equipment under operating leases. Total rental expense for the years ended December 31, 2003, 2002 and 2001 and non-cancellable lease commitments at December 31, 2003 were not significant.
Cash of approximately $35,865,000 and $62,628,000 at December 31, 2003 and 2002, respectively, was maintained to satisfy regulatory reserve requirements.
The Company's lead bank subsidiary has invested in partnerships, which entered into several lease-financing transactions. The lease-financing transactions in two of the partnerships have been examined by the Internal Revenue Service ("IRS"). In both partnerships, the lead bank subsidiary is the owner of a
62
ninety-nine percent (99%) limited partnership interest. The IRS has issued separate Notice of Final Partnership Administrative Adjustments ("FPAA") to the partnerships and on September 25, 2001, and January 10, 2003, the Company filed lawsuits contesting the adjustments asserted in the FPAAs.
Prior to filing the lawsuit the Company was required to deposit the estimated tax due of approximately $4,083,000 with respect to the first FPAA, and $7,710,606 with respect to the second FPAA, with the IRS pursuant to the Internal Revenue Code. If it is determined that the amount of tax due, if any, related to the lease-financing transactions is less than the amount of the deposits, the remaining amount of the deposits would be returned to the Company.
In order to curtail the accrual of additional interest related to the disputed tax benefits and because interest rates were unfavorable, on March 7, 2003, the Company submitted to the IRS a total of $13,640,797, which constitutes the interest that would have accrued based on the adjustments proposed in the FPAAs related to both of the lease-financing transactions. If it is determined that the amount of interest due, if any, related to the lease-financing transactions is less than $13,640,797, the remaining amount of the prepaid interest will be refunded to the Company, plus interest thereon.
No reliable prediction can be made at this time as to the likely outcome of the lawsuits; however, if the lawsuits are decided adversely to the partnerships, all or a portion of the $12 million in tax benefits previously recognized by the Company in connection with the Partnerships' lease-financing transactions would be in question and penalties and interest could be assessed by the IRS. The Company has accrued approximately $12 million at December 31, 2003 in connection with the lawsuits. Management intends to continue to evaluate the merits of each matter and make appropriate revisions to the accrued amount as deemed necessary.
(18) Transactions with Related Parties
In the ordinary course of business, the subsidiaries of the Company make loans to directors and executive officers of the Corporation, including their affiliates, families and companies in which they are principal owners. In the opinion of management, these loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collectibility or present other unfavorable features. The aggregate amounts receivable from such related parties amounted to approximately $48,431,000 and $55,435,000 at December 31, 2003 and 2002, respectively.
(19) Financial Instruments with Off-Statement of Condition Risk and Concentrations of Credit Risk
In the normal course of business, the bank subsidiaries are party to financial instruments with off-statement of condition risk to meet the financing needs of their customers. These financial instruments include commitments to their customers. These financial instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated statement of condition. The contract amounts of these instruments reflect the extent of involvement the bank subsidiaries have in particular
63
classes of financial instruments. At December 31, 2003, the following financial amounts of instruments, whose contract amounts represent credit risks, were outstanding:
Commitments to extend credit | $ | 678,434,000 | |
Credit card lines | 27,893,000 | ||
Standby letters of credit | 62,890,000 | ||
Commercial letters of credit | 1,679,000 |
The Company enters into a standby letter of credit to guarantee performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved is represented by the contractual amounts of those instruments. Under the standby letters of credit, the Company is required to make payments to the beneficiary of the letters of credit upon request by the beneficiary so long as all performance criteria have been met. At December 31, 2003, the maximum potential amount of future payments is $62,890,000. At December 31, 2003, the fair value of these guarantees is not significant.
The Company enters into commercial letters of credit on behalf of its customers which authorize a third party to draw drafts on the Company up to a stipulated amount and with specific terms and conditions. A commercial letter of credit is a conditional commitment on the part of the Company to provide payment on drafts drawn in accordance with the terms of the commercial letter of credit.
The bank subsidiaries' exposure to credit loss in the event of nonperformance by the other party to the above financial instruments is represented by the contractual amounts of the instruments. The bank subsidiaries use the same credit policies in making commitments and conditional obligations as they do for on-statement of condition instruments. The bank subsidiaries control the credit risk of these transactions through credit approvals, limits and monitoring procedures. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates normally less than one year or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The bank subsidiaries evaluate each customer's credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the subsidiary banks upon extension of credit, is based on management's credit evaluation of the customer. Collateral held varies, but may include residential and commercial real estate, bank certificates of deposit, accounts receivable and inventory.
The bank subsidiaries make commercial, real estate and consumer loans to customers principally located in Webb, Bexar, Caldwell, Travis, Comal, Hays, Burnet, Maverick, Hidalgo, Cameron, Starr and Zapata counties in Central and South Texas as well as Matagorda, Brazoria, Galveston, Fort Bend, Calhoun, and Harris counties in Southeast Texas. Although the loan portfolio is diversified, a substantial portion of its debtors' ability to honor their contracts is dependent upon the economic conditions in these areas, especially in the real estate and commercial business sectors.
64
(20) Dividend Restrictions and Capital Requirements
Bank regulatory agencies limit the amount of dividends, which the bank subsidiaries can pay the Corporation, through IBC Subsidiary Corporation, without obtaining prior approval from such agencies. At December 31, 2003, the subsidiary banks could pay dividends of up to $250,000,000 to the Company without prior regulatory approval and without adversely affecting their "well capitalized" status. In addition to legal requirements, regulatory authorities also consider the adequacy of the bank subsidiaries' total capital in relation to their deposits and other factors. These capital adequacy considerations also limit amounts available for payment of dividends. The Company historically has not allowed any subsidiary bank to pay dividends in such a manner as to impair its capital adequacy.
The Company and the bank subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-statement of condition items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table on the following page) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2003, that the Company and each of the bank subsidiaries met all capital adequacy requirements to which it is subject.
As of December 31, 2003, the most recent notification from the Federal Deposit Insurance Corporation categorized all the bank subsidiaries as well capitalized under the regulatory framework for prompt corrective action. To be categorized as "well capitalized" the Company and the bank subsidiaries must maintain minimum Total risk-based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the categorization of the Company or any of the bank subsidiaries as well capitalized.
65
The Company's and the bank subsidiaries' actual capital amounts and ratios for 2003 are presented in the following table:
|
Actual
|
For Capital
Adequacy Purposes |
To Be Well
Capitalized Under Prompt Corrective Action Provisions |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||
|
|
|
(greater
than or equal to) |
(greater
than or equal to) |
(greater
than or equal to) |
(greater
than or equal to) |
|||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
As of December 31, 2003: | |||||||||||||||||
Total Capital (to Risk Weighted Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
708,940 |
|
19.33 |
% |
$ |
293,409 |
|
8.00 |
% |
$ |
366,761 |
|
10.00 |
% |
|
International Bank of Commerce, Laredo | 540,856 | 17.70 | 244,507 | 8.00 | 305,634 | 10.00 | |||||||||||
International Bank of Commerce, Brownsville | 66,515 | 21.31 | 24,971 | 8.00 | 31,213 | 10.00 | |||||||||||
International Bank of Commerce, Zapata | 33,387 | 28.06 | 9,519 | 8.00 | 11,898 | 10.00 | |||||||||||
Commerce Bank | 37,003 | 22.18 | 13,345 | 8.00 | 16,681 | 10.00 | |||||||||||
Tier 1 Capital (to Risk Weighted Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
634,525 |
|
17.30 |
% |
$ |
146,704 |
|
4.00 |
% |
$ |
220,057 |
|
6.00 |
% |
|
International Bank of Commerce, Laredo | 502,536 | 16.44 | 122,254 | 4.00 | 183,380 | 6.00 | |||||||||||
International Bank of Commerce, Brownsville | 63,442 | 20.33 | 12,485 | 4.00 | 18,728 | 6.00 | |||||||||||
International Bank of Commerce, Zapata | 32,503 | 27.32 | 4,759 | 4.00 | 7,139 | 6.00 | |||||||||||
Commerce Bank | 34,895 | 20.92 | 6,672 | 4.00 | 10,008 | 6.00 | |||||||||||
Tier 1 Capital (to Average Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
634,525 |
|
8.75 |
% |
$ |
290,122 |
|
4.00 |
% |
$ |
362,653 |
|
5.00 |
% |
|
International Bank of Commerce, Laredo | 502,536 | 8.64 | 232,796 | 4.00 | 290,995 | 5.00 | |||||||||||
International Bank of Commerce, Brownsville | 63,442 | 8.36 | 30,363 | 4.00 | 37,954 | 5.00 | |||||||||||
International Bank of Commerce, Zapata | 32,503 | 11.24 | 11,571 | 4.00 | 14,464 | 5.00 | |||||||||||
Commerce Bank | 34,895 | 9.21 | 15,159 | 4.00 | 18,948 | 5.00 |
66
The Company's and the bank subsidiaries' actual capital amounts and ratios for 2002 are also presented in the following table:
|
Actual
|
For Capital
Adequacy Purposes |
To Be Well
Capitalized Under Prompt Corrective Action Provisions |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||
|
|
|
(greater
than or equal to) |
(greater
than or equal to) |
(greater
than or equal to) |
(greater
than or equal to) |
|||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
As of December 31, 2002: | |||||||||||||||||
Total Capital (to Risk Weighted Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
603,001 |
|
17.21 |
% |
$ |
280,365 |
|
8.00 |
% |
$ |
350,456 |
|
10.00 |
% |
|
International Bank of Commerce, Laredo | 445,668 | 15.40 | 231,582 | 8.00 | 289,478 | 10.00 | |||||||||||
International Bank of Commerce, Brownsville | 55,314 | 18.45 | 23,986 | 8.00 | 29,983 | 10.00 | |||||||||||
International Bank of Commerce, Zapata | 25,988 | 21.35 | 9,737 | 8.00 | 12,171 | 10.00 | |||||||||||
Commerce Bank | 29,650 | 17.09 | 13,882 | 8.00 | 17,343 | 10.00 | |||||||||||
Tier 1 Capital (to Risk Weighted Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
559,025 |
|
15.95 |
% |
$ |
140,182 |
|
4.00 |
% |
$ |
210,273 |
|
6.00 |
% |
|
International Bank of Commerce, Laredo | 409,373 | 14.14 | 115,791 | 4.00 | 173,687 | 6.00 | |||||||||||
International Bank of Commerce, Brownsville | 52,095 | 17.38 | 11,993 | 4.00 | 17,990 | 6.00 | |||||||||||
International Bank of Commerce, Zapata | 25,203 | 20.71 | 4,868 | 4.00 | 7,303 | 6.00 | |||||||||||
Commerce Bank | 27,451 | 15.82 | 6,941 | 4.00 | 10,412 | 6.00 | |||||||||||
Tier 1 Capital (to Average Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
559,025 |
|
8.71 |
% |
$ |
256,640 |
|
4.00 |
% |
$ |
320,800 |
|
5.00 |
% |
|
International Bank of Commerce, Laredo | 409,373 | 7.98 | 205,229 | 4.00 | 256,537 | 5.00 | |||||||||||
International Bank of Commerce, Brownsville | 52,095 | 8.78 | 23,729 | 4.00 | 29,661 | 5.00 | |||||||||||
International Bank of Commerce, Zapata | 25,203 | 8.22 | 12,260 | 4.00 | 15,325 | 5.00 | |||||||||||
Commerce Bank | 27,451 | 6.68 | 16,440 | 4.00 | 20,550 | 5.00 |
(21) Fair Value of Financial Instruments
The fair value estimates, methods, and assumptions for the Company's financial instruments at December 31, 2003 and 2002 are outlined below.
Cash and Due From Banks and Federal Funds Sold
For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Time Deposits with Banks
As the contract interest rates are comparable to current market rates, the carrying amount approximates fair market value.
67
Investment Securities
For investment securities, which include U. S. Treasury securities, obligations of other U. S. government agencies, obligations of states and political subdivisions and mortgage pass through and related securities, fair values are based on quoted market prices or dealer quotes. Fair values are based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. See disclosures of fair value of investment securities in Note 3.
Loans
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, real estate and consumer loans as outlined by regulatory reporting guidelines. Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories.
For variable rate performing loans, the carrying amount approximates the fair value. For fixed rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market. At December 31, 2003 and 2002, the carrying amount of fixed rate performing loans was $765,458,000 and $970,967,000 respectively, and the estimated fair value was $775,280,000 and $977,985,000, respectively.
Fair value for significant non-performing loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market and specific borrower information. As of December 31, 2003 and 2002, the net carrying amount of non-performing loans was a reasonable estimate of the fair value.
Deposits
The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of December 31, 2003 and 2002. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is based on currently offered rates. At December 31, 2003 and 2002, the carrying amount of time deposits was $2,225,611,000 and $2,293,026,000, respectively, and the estimated fair value was $2,211,589,000 and $2,273,994,000, respectively.
Federal Funds Purchased and Securities Sold Under Repurchase Agreements and Other Borrowed Funds
Due to the contractual terms of these financial instruments, the carrying amounts approximated fair value at December 31, 2003 and 2002.
68
Junior Subordinated Deferrable Interest Debentures
Due to the contractual terms of these financial instruments, the carrying amounts approximated fair value at December 31, 2003.
Commitments to Extend Credit and Letters of Credit
Commitments to extend credit and fund letters of credit are principally at current interest rates and therefore the carrying amount approximates fair value.
Limitations
Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on-and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value. In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.
69
(22) International Bancshares Corporation (Parent Company Only) Financial Information
Statements of Condition
(Parent Company Only)
December 31, 2003 and 2002
(Dollars in Thousands)
|
2003
|
2002
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||
Cash | $ | 1,170 | $ | 4,783 | ||||||
Repurchase Agreements | 4,100 | 12,750 | ||||||||
Other investments | 11,526 | 5,464 | ||||||||
Notes receivable | 11,525 | 20,374 | ||||||||
Investment in subsidiaries | 716,323 | 634,665 | ||||||||
Other assets | 7,401 | 6,921 | ||||||||
|
|
|||||||||
Total assets |
|
$ |
752,045 |
|
$ |
684,957 |
|
|||
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|||
Liabilities: |
|
|
|
|
|
|
|
|||
Junior subordinated deferrable interest debentures | $ | 172,254 | $ | 135,000 | ||||||
Due to IBC Trading | 21 | 21 | ||||||||
Due to IBC Capital Trusts | 465 | 1,068 | ||||||||
Other liabilities | 1,922 | 1,604 | ||||||||
|
|
|||||||||
Total liabilities |
|
|
174,662 |
|
|
137,693 |
|
|||
|
|
|||||||||
Shareholders' equity: |
|
|
|
|
|
|
|
|||
Common shares | 52,774 | 41,766 | ||||||||
Surplus | 37,777 | 30,821 | ||||||||
Retained earnings | 639,606 | 560,613 | ||||||||
Accumulated other comprehensive income | 12,842 | 49,957 | ||||||||
|
|
|||||||||
742,999 | 683,157 | |||||||||
Less cost of shares in treasury |
|
|
(165,616 |
) |
|
(135,893 |
) |
|||
|
|
|||||||||
Total shareholders' equity |
|
|
577,383 |
|
|
547,264 |
|
|||
|
|
|||||||||
Total liabilities and shareholders' equity |
|
$ |
752,045 |
|
$ |
684,957 |
|
|||
|
|
70
(23) International Bancshares Corporation (Parent Company Only) Financial Information
Statements of Income
(Parent Company Only)
Years ended December 31, 2003, 2002 and 2001
(Dollars in Thousands)
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Income: | ||||||||||||
Dividends from subsidiaries | $ | 8,000 | $ | 27,500 | $ | 88,245 | ||||||
Interest income on notes receivable | 1,330 | 2,297 | 2,985 | |||||||||
Interest income on other investments | 876 | 778 | 899 | |||||||||
Other interest income | | | 310 | |||||||||
Gain on sale of other securities | 100 | | | |||||||||
Other | 2,522 | 2,334 | 3,097 | |||||||||
|
|
|
||||||||||
Total income |
|
|
12,828 |
|
|
32,909 |
|
|
95,536 |
|
||
Expenses: |
|
|
|
|
|
|
|
|
|
|
||
Interest expense (Debentures) | 9,125 | 7,040 | 2,014 | |||||||||
Other | 554 | 1,126 | 967 | |||||||||
|
|
|
||||||||||
Total expenses |
|
|
9,679 |
|
|
8,166 |
|
|
2,981 |
|
||
|
|
|
||||||||||
Income before federal income taxes and equity in undistributed net income of subsidiaries |
|
|
3,149 |
|
|
24,743 |
|
|
92,555 |
|
||
Income tax (benefit) expense |
|
|
(1,394 |
) |
|
(1,578 |
) |
|
578 |
|
||
|
|
|
||||||||||
Income before equity in undistributed net income of subsidiaries |
|
|
4,543 |
|
|
26,321 |
|
|
91,977 |
|
||
Equity in undistributed (dividends in excess of) net income of subsidiaries | 117,585 | 74,310 | (8,635 | ) | ||||||||
|
|
|
||||||||||
Net income |
|
$ |
122,128 |
|
$ |
100,631 |
|
$ |
83,342 |
|
||
|
|
|
71
(24) International Bancshares Corporation (Parent Company Only) Financial Information
Statements of Cash Flows
(Parent Company Only)
Years ended December 31, 2003, 2002 and 2001
(Dollars in Thousands)
|
2003
|
2002
|
2001
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating activities: | ||||||||||||
Net income | $ | 122,128 | $ | 100,631 | $ | 83,342 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Gain on sale of other investments | (58 | ) | | | ||||||||
Increase in other liabilities | 567 | 553 | 1,643 | |||||||||
(Equity in undistributed) dividends in excess of net income of subsidiaries | (117,585 | ) | (74,310 | ) | 8,635 | |||||||
|
|
|
||||||||||
Net cash provided by operating activities |
|
|
5,052 |
|
|
26,874 |
|
|
93,620 |
|
||
|
|
|
||||||||||
Investing activities: |
|
|
|
|
|
|
|
|
|
|
||
Contributions to subsidiaries | (8,227 | ) | (8,937 | ) | (119,157 | ) | ||||||
Proceeds (repurchase) of repurchase agreement with banks | 8,650 | (10,150 | ) | (2,600 | ) | |||||||
Purchase of available for sale other securities | | | (5,000 | ) | ||||||||
Proceeds of sales of available for sale securities | 85 | | | |||||||||
Principal collected on mortgage-backed securities | 93 | 1,556 | 3,223 | |||||||||
Net decrease in notes receivable | 8,849 | 10,309 | 4,698 | |||||||||
Increase (decrease) in other assets | 377 | (289 | ) | (2,377 | ) | |||||||
|
|
|
||||||||||
Net cash provided by (used in) investing activities |
|
|
9,827 |
|
|
(7,511 |
) |
|
(121,213 |
) |
||
|
|
|
||||||||||
Financing activities: |
|
|
|
|
|
|
|
|
|
|
||
Proceeds from issuance of subordinated debentures | 36,402 | 67,000 | 68,000 | |||||||||
Proceeds from stock transactions | 7,454 | 3,478 | 1,736 | |||||||||
Payments of cash dividends | (32,599 | ) | (21,984 | ) | (21,158 | ) | ||||||
Payments of cash dividends in lieu of fractional shares | (26 | ) | (31 | ) | (24 | ) | ||||||
Purchase of treasury stock | (29,723 | ) | (63,594 | ) | (21,143 | ) | ||||||
|
|
|
||||||||||
Net cash (used in) provided by financing activities |
|
|
(18,492 |
) |
|
(15,131 |
) |
|
27,411 |
|
||
|
|
|
||||||||||
(Decrease) increase in cash |
|
|
(3,613 |
) |
|
4,232 |
|
|
(182 |
) |
||
Cash at beginning of year |
|
|
4,783 |
|
|
551 |
|
|
733 |
|
||
|
|
|
||||||||||
Cash at end of year |
|
$ |
1,170 |
|
$ |
4,783 |
|
$ |
551 |
|
||
|
|
|
72
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Condensed Average Statements of Condition
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Distribution of Assets, Liabilities and Shareholders' Equity
The following table sets forth a comparative summary of average interest earning assets and average interest bearing liabilities and related interest yields for the years ended December 31, 2003, 2002, and 2001:
|
2003
|
2002
|
2001
|
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Average
Balance |
Interest
|
Average
Rate/Cost |
Average
Balance |
Interest
|
Average
Rate/Cost |
Average
Balance |
Interest
|
Average
Rate/Cost |
||||||||||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||
Interest earning assets: | |||||||||||||||||||||||||||||
Loan, net of unearned discounts: | |||||||||||||||||||||||||||||
Domestic | $ | 2,530,318 | $ | 165,174 | 6.53 | % | $ | 2,416,259 | $ | 169,675 | 7.02 | % | $ | 2,111,103 | $ | 176,639 | 8.37 | % | |||||||||||
Foreign | 225,685 | 11,626 | 5.15 | 248,597 | 14,128 | 5.68 | 247,784 | 22,389 | 9.04 | ||||||||||||||||||||
Investment securities: | |||||||||||||||||||||||||||||
Taxable | 3,233,500 | 135,132 | 4.18 | 2,927,420 | 164,272 | 5.61 | 2,854,225 | 184,576 | 6.47 | ||||||||||||||||||||
Tax-exempt | 106,876 | 5,146 | 4.81 | 101,585 | 4,990 | 4.91 | 97,808 | 4,861 | 4.97 | ||||||||||||||||||||
Time deposits with banks | 161 | 9 | 5.59 | 294 | 36 | 2.18 | 2,097 | 162 | 7.73 | ||||||||||||||||||||
Federal funds sold | 64,885 | 594 | .92 | 43,784 | 671 | 1.53 | 60,123 | 1,142 | 1.90 | ||||||||||||||||||||
Other | 3,695 | 370 | 10.01 | 3,430 | 156 | 4.55 | 3,650 | 586 | 8.52 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total interest-earning assets | 6,165,120 | 318,051 | 5.16 | % | 5,741,369 | 353,928 | 6.16 | % | 5,376,790 | 390,355 | 7.26 | % | |||||||||||||||||
Non-interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and due from banks | 126,451 | 129,252 | 125,907 | ||||||||||||||||||||||||||
Bank premises and equipment, net | 199,637 | 185,958 | 166,390 | ||||||||||||||||||||||||||
Other assets | 377,218 | 349,820 | 344,351 | ||||||||||||||||||||||||||
Less allowance for possible loan losses | (46,928 | ) | (42,376 | ) | (34,233 | ) | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
Total | $ | 6,821,498 | $ | 6,364,023 | $ | 5,979,205 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
Liabilities and Shareholders' Equity | |||||||||||||||||||||||||||||
Interest bearing liabilities: | |||||||||||||||||||||||||||||
Savings and interest bearing demand deposits | $ | 1,317,746 | $ | 10,168 | .77 | % | $ | 1,222,190 | $ | 14,185 | 1.16 | % | $ | 988,132 | $ | 23,585 | 2.39 | % | |||||||||||
Time deposits: | |||||||||||||||||||||||||||||
Domestic | 922,845 | 17,204 | 1.86 | 954,084 | 26,093 | 2.73 | 986,379 | 47,011 | 4.77 | ||||||||||||||||||||
Foreign | 1,314,387 | 23,809 | 1.81 | 1,377,924 | 31,814 | 2.31 | 1,314,481 | 59,743 | 4.54 | ||||||||||||||||||||
Securities sold under repurchase agreements and federal funds purchased | 473,365 | 18,770 | 3.97 | 498,869 | 19,696 | 3.95 | 478,875 | 23,100 | 4.82 | ||||||||||||||||||||
Other borrowings and junior subordinated interest deferrable debentures | 1,449,768 | 24,774 | 1.71 | 1,072,381 | 24,627 | 2.30 | 1,097,315 | 47,369 | 4.32 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total interest bearing liabilities | 5,478,111 | 94,725 | 1.73 | % | 5,125,448 | 116,415 | 2.27 | % | 4,865,182 | 200,808 | 4.13 | % | |||||||||||||||||
Non-interest bearing liabilities: | |||||||||||||||||||||||||||||
Demand Deposits | 751,977 | 688,644 | 578,026 | ||||||||||||||||||||||||||
Other liabilities | 53,174 | 57,670 | 67,139 | ||||||||||||||||||||||||||
Shareholders' equity | 538,236 | 492,261 | 468,858 | ||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
Total | $ | 6,821,498 | $ | 6,364,023 | $ | 5,979,205 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
Net interest income | $ | 223,326 | $ | 237,513 | $ | 189,547 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
Net yield on interest earning assets | 3.62 | % | 4.14 | % | 3.53 | % | |||||||||||||||||||||||
|
|
|
(Note 1) The average balances for purposes of the above table are calculated on the basis of month-end balances.
73
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Condensed Quarterly Income Statements
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | ||||||||||||||
Interest income | $ | 76,967 | $ | 80,510 | $ | 78,601 | $ | 81,973 | ||||||
Interest expense | 23,107 | 23,923 | 23,702 | 23,993 | ||||||||||
|
|
|
|
|||||||||||
Net interest income | 53,860 | 56,587 | 54,899 | 57,980 | ||||||||||
Provision for possible loan losses | 2,101 | 2,077 | 2,124 | 1,989 | ||||||||||
Non-interest income | 32,713 | 34,051 | 31,364 | 29,145 | ||||||||||
Non-interest expense | 41,465 | 38,009 | 42,193 | 38,087 | ||||||||||
|
|
|
|
|||||||||||
Income before income taxes | 43,007 | 50,552 | 41,946 | 47,049 | ||||||||||
Income taxes |
|
|
14,537 |
|
|
16,694 |
|
|
13,471 |
|
|
15,724 |
||
|
|
|
|
|||||||||||
Net income |
|
$ |
28,470 |
|
$ |
33,858 |
|
$ |
28,475 |
|
$ |
31,325 |
||
|
|
|
|
|||||||||||
Per common share: | ||||||||||||||
Basic | ||||||||||||||
Net income | $ | .74 | $ | .88 | $ | .74 | $ | .80 | ||||||
|
|
|
|
|||||||||||
Diluted | ||||||||||||||
Net income | $ | .72 | $ | .86 | $ | .72 | $ | .79 | ||||||
|
|
|
|
74
INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES
Condensed Quarterly Income Statements
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2002 | |||||||||||||||
Interest income | $ | 87,005 | $ | 91,486 | $ | 88,444 | $ | 86,993 | |||||||
Interest expense | 27,650 | 29,695 | 28,773 | 30,297 | |||||||||||
|
|
|
|
||||||||||||
Net interest income | 59,355 | 61,791 | 59,671 | 56,696 | |||||||||||
Provision for possible loan losses | 2,178 | 2,232 | 2,057 | 2,074 | |||||||||||
Non-interest income | 25,347 | 26,629 | 18,456 | 15,213 | |||||||||||
Non-interest expense | 42,170 | 38,921 | 38,531 | 35,222 | |||||||||||
|
|
|
|
||||||||||||
Income before income taxes | 40,354 | 47,267 | 37,539 | 34,613 | |||||||||||
Income taxes |
|
|
12,890 |
|
|
16,394 |
|
|
12,674 |
|
|
12,054 |
|
||
|
|
|
|
||||||||||||
Income before cumulative effect of a change in accounting principle |
|
|
27,464 |
|
|
30,873 |
|
|
24,865 |
|
|
22,559 |
|
||
|
|
|
|
||||||||||||
Cumulative effect of a change in accounting principle, net of tax |
|
|
|
|
|
|
|
|
|
|
|
(5,130 |
) |
||
|
|
|
|
||||||||||||
Net income |
|
$ |
27,464 |
|
$ |
30,873 |
|
$ |
24,865 |
|
$ |
17,429 |
|
||
|
|
|
|
||||||||||||
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Income before cumulative effect of a change in accounting principle |
|
$ |
.70 |
|
$ |
.78 |
|
$ |
.61 |
|
$ |
.56 |
|
||
Cumulative effect of a change in accounting principle, net of tax |
|
|
|
|
|
|
|
|
|
|
|
(.13 |
) |
||
|
|
|
|
||||||||||||
Net income |
|
$ |
.70 |
|
$ |
.78 |
|
$ |
.61 |
|
$ |
.43 |
|
||
|
|
|
|
||||||||||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Income before cumulative effect of a change in accounting principle |
|
$ |
.68 |
|
$ |
.76 |
|
$ |
.60 |
|
$ |
.55 |
|
||
Cumulative effect of a change in accounting principle, net of tax |
|
|
|
|
|
|
|
|
|
|
|
(.13 |
) |
||
|
|
|
|
||||||||||||
Net income |
|
$ |
.68 |
|
$ |
.76 |
|
$ |
.60 |
|
$ |
.41 |
|
||
|
|
|
|
Net income and per common share amounts for the first three quarters have been re-stated to reflect the reversal of $792,000 of amortization expense in accordance with SFAS No. 147. (See Note 1 to the consolidated financial statements)
75
INTERNATIONAL BANCSHARES CORPORATION
OFFICERS AND DIRECTORS
OFFICERS
|
DIRECTORS
|
|
---|---|---|
DENNIS E. NIXON
Chairman of the Board and President R. DAVID GUERRA Vice President EDWARD J. FARIAS Vice President RICHARD CAPPS Vice President IMELDA NAVARRO Treasurer WILLIAM CUELLAR Auditor LUISA D. BENAVIDES Secretary MARISA V. SANTOS Assistant Secretary |
DENNIS E. NIXON
President, International Bank of Commerce LESTER AVIGAEL Retail Merchant Chairman of the Board International Bank of Commerce IRVING GREENBLUM Investments R. DAVID GUERRA President International Bank of Commerce Branch in McAllen, Texas DANIEL B. HASTINGS, JR. Licensed U.S. Custom Broker President Daniel B. Hastings, Inc. RICHARD E. HAYNES Attorney at Law Real Estate Investments IMELDA NAVARRO Senior Executive Vice President International Bank of Commerce SIOMA NEIMAN International Entrepreneur PEGGY J. NEWMAN Investments LEONARDO SALINAS Investments ANTONIO R. SANCHEZ, JR. Chairman of the Board Sanchez Oil & Gas Corporation Investments |
76
Subsidiaries of International Bancshares Corporation
Name
|
Business
|
% of Ownership
|
|||
---|---|---|---|---|---|
IBC Subsidiary Corporation | Bank Holding Company | 100 | % | ||
IBC Life Insurance Company | Credit Life Insurance | 100 | % | ||
IBC Trading Company | Export Trading | 100 | % | ||
IBC Capital Corporation | Investments | 100 | % |
Subsidiaries of IBC Subsidiary Corporation
Name
|
Business
|
% of Ownership
|
|||
---|---|---|---|---|---|
International Bank of Commerce | State Bank | 100 | % | ||
Commerce Bank | State Bank | 100 | % | ||
International Bank of Commerce, Zapata | State Bank | 100 | % | ||
International Bank of Commerce, Brownsville | State Bank | 100 | % | ||
Gulfstar Group I, Ltd. | Investment and Merchant Banking | 70 | % | ||
Gulfstar Group II, Ltd. | Investment Banking | 70 | % |
The
Board of Directors
International Bancshares Corporation:
We consent to incorporation by reference in Registration Statement No. 33-15655 on Form S-8 of International Bancshares Corporation of our report dated March 5, 2004, with respect to the consolidated statements of condition of International Bancshares Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003, which report is incorporated by reference in the December 31, 2003 annual report on Form 10-K of International Bancshares Corporation. Our report refers to a change in the method of accounting for the Company's investment in its statutory business trusts in 2003 and for its goodwill and other intangible assets in 2002.
/s/ KPMG LLP
San
Antonio, Texas
March 11, 2004
w
I, Dennis E. Nixon, certify that:
|
|
By: |
/s/ DENNIS E. NIXON Dennis E. Nixon President |
|
|
Date: |
March 12, 2004 |
I, Imelda Navarro, certify that:
|
|
By: |
/s/ IMELDA NAVARRO Imelda Navarro Treasurer |
|
|
Date: |
March 12, 2004 |
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of International Bancshares Corporation (the "Company") on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis E. Nixon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|
By: |
/s/ DENNIS E. NIXON Dennis E. Nixon President |
|
|
Date: |
March 12, 2004 |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on and before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32b
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of International Bancshares Corporation (the "Company") on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Imelda Navarro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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By: |
/s/ IMELDA NAVARRO Imelda Navarro Treasurer |
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Date: |
March 12, 2004 |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on and before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.