International Bancshares Corp.
Annual Report 2001

Plain-text annual report

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES (Consolidated) SELECTED FINANCIAL DATA AT OR FOR THE YEARS ENDED DECEMBER 31,_____ 2001 2000 1999 1998 1997 (Dollars in Thousands, Except Per Share Data) BALANCE SHEET Assets $6,381,401 $5,860,714 $5,421,804 $4,987,877 $4,517,846 Net loans 2,608,467 2,212,467 1,876,754 1,589,788 1,420,180 Deposits 4,332,834 3,744,598 3,527,212 3,369,637 3,175,560 Other borrowed funds 777,296 1,432,500 1,380,000 1,074,000 490,000 Shareholders' equity 497,028 416,892 353,436 370,283 341,244 INCOME STATEMENT Interest income $394,419 $421,627 $340,736 $326,174 $275,732 Interest expense 200,808 251,756 185,205 181,909 145,371 Net interest income 193,611 169,871 155,531 144,265 130,361 Provision for possible loan losses 8,631 6,824 6,379 8,571 7,740 Non-interest income 75,524 57,501 60,966 41,698 36,776 Non-interest expense 135,441 111,957 106,983 99,047 85,745 Income before income taxes 125,063 108,591 103,135 78,345 73,652 Income taxes 41,721 33,417 36,887 24,620 24,771 Net income $ 83,342 $ 75,174 $ 66,248 $ 53,725 $ 48,881 Per common share: Basic $ 3.15 $ 2.81 $ 2.43 $ 1.95 $ 1.82 Diluted $ 3.09 $ 2.77 $ 2.39 $ 1.90 $ 1.76 Cash dividends per share $ .90 $ 1.10 $ 1.10 $ .90 $ .50 Note 1: See note 2 of notes to the consolidated financial statements regarding the acquisitions made by International Bancshares Corporation and its subsidiaries in 2001 and 2000. Note 2: See note 8 of notes to the consolidated financial statements regarding the other borrowed funds of the Company and its subsidiaries. 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") on a consolidated basis for the three year period ended December 31, 2001. The Company is a financial holding company with four bank subsidiaries operating in over 100 main banking and branch facilities in South and Southeast Texas, and four non-bank subsidiaries. The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, 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: (I) changes in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations, (II) changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins, (III) changes in state and/or federal laws and regulations to which the Company and its subsidiaries, as well as their customers, competitors and potential competitors, are subject, including, without limitation, banking, tax, securities, insurance and employment laws and regulations, (IV) the loss of senior management or operating personnel, (V) increased competition from both within and without the banking industry, (VI) changes in local, national and international economic business conditions which adversely affect the Company’s customers and their ability to transact profitable business with the Company, including the ability of its borrowers to repay their loans according to their terms or a change in the value of the related collateral, (VII) the timing, impact and other uncertainties of the Company’s potential future acquisitions including the Company’s ability to identify suitable potential future acquisition candidates, the success or failure in the integration of their operations, and the Company’s ability to maintain its current branch network and to enter new markets successfully and capitalize on growth opportunities, (VIII) changes in the Company’s ability to pay dividends on its Common Stock, (IX) the effects of the litigation pending with the Internal Revenue Service regarding the Company’s lease financing transactions, and (X) changes in economic and business conditions which would adversely affect the value of the Company’s investment in the Aircraft Finance Trust (“AFT”). 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. 2 Results of Operations Overview Net income for 2001 was $83,342,000 or $3.15 per share - basic ($3.09 per share - diluted) compared with $75,174,000 or $2.81 per share - basic ($2.77 per share - diluted) in 2000 and $66,248,000 or $2.43 per share - basic ($2.39 per share - diluted) in 1999. Net income for the fourth quarter 2001 was negatively affected by a $3.6 million impairment charge recognized by a company in which the Company holds an investment accounted for under the equity method of accounting. During the year-ended December 31, 1999, IBC Aircraft Services, Inc., a wholly owned subsidiary of the Company’s lead bank, International Bank of Commerce, Laredo, Texas, acquired for approximately $15 million, a 20% ownership interest in the Aircraft Finance Trust (“AFT”), a special purpose business trust formed to acquire, finance, refinance, own, lease, sublease, sell and maintain aircraft. During 1999, AFT issued approximately $1.209 billion in aggregate principal amount of notes in five debt classes. AFT used the proceeds from the debt offering to initially purchase 36 leased aircraft located in at least thirteen different countries from General Electric Capital Corporation and certain of its affiliates. The expected final payment date of the AFT notes is August 15, 2016 and the final maturity date of the AFT notes is May 15, 2024. GE Capital Aviation Services Limited acts as servicer of the AFT aircraft portfolio. Management believes its investment in AFT has been impaired by the events of September 11 and the impact on the airline industry including declines in air travel and reduced demand for commercial aircraft. During the third quarter of 2001, AFT recorded an impairment charge of $18,158,000 related to two airplanes. Accordingly, the Company recognized an impairment charge to income and reduced the carrying amount of the investment by $3.6 million in the fourth quarter of 2001. The Company’s carrying amount in AFT was $8.9 million at December 31, 2001. AFT may suffer further significant impairment charges as a result of continuing weakness in the airline industry, which would result in the Company recognizing further reductions in the carrying amount of the Company’s AFT investment. 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 and has added over 46 Albertson’s branches since that time. Ten Albertson’s supermarkets and the related in-store branches of the Company located in Brownsville, Corpus Christi, Laredo, Endinburg, San Juan, Pharr, Mission, Weslaco and Harlingen have already been closed or will be closed in the near future. Albertson’s has advised the Company that the remaining Albertson’s supermarkets in the Houston and San Antonio areas will remain open during the immediate future while Albertson’s markets them to potential buyers. As soon as the potential buyers of the Houston and San Antonio Albertson’s stores are identified, the Company will assess the possibility of the Company’s continued presence within the stores. After the Company determines if a continued presence within the former Albertson’s stores is suitable with the potential buyers, the Company will be better able to formulate a plan on its in-store and traditional branch network. In either case, the Company plans to aggressively expand its branch banking operations to service its existing and future deposit base. The Company currently has 27 Albertson’s in-store branches in the Houston and San Antonio markets and has an additional seven in-store branches in five other markets. The Company has an extensive traditional branch network that the in-store branch deposit base can utilize. The Company is unable to predict the ultimate impact of the branch closings on its consolidated financial condition or results of operations; however, the Company does not expect a significant loss of its deposit base or a significant impact from the branch closings on its consolidated financial condition or results of operations. 3 Total assets at December 31, 2001 grew 9% to $6,381,401,000 from $5,860,714,000 at December 31, 2000, while net loans increased 18% to $2,608,467,000 at December 31, 2001 from $2,212,467,000 at December 31, 2000. Deposits at December 31, 2001 were $4,332,834,000, an increase of 16% over the $3,744,598,000 at December 31, 2000, which represented an increase of 23% over the $3,527,212,000 at December 31, 1999. Total assets at December 31, 2000 grew 8% to $5,860,714,000 from $5,421,804,000 at December 31, 1999, while net loans increased 18% to $2,212,467,000 at December 31, 2000 from $1,876,754,000 at December 31, 1999. The increase in assets and deposits during 2001 reflects internal growth through the Company’s branch system and the acquisition of National Bancshares Corporation of Texas (“NBC”) in the fourth quarter of 2001. The aggregate amount of certificates of indebtedness with the Federal Home Loan Bank of Dallas (“FHLB”) decreased to $709,296,000 at December 31, 2001 from the $1,432,500,000 at December 31, 2000. Long term debt of $68,000,000 in the form of trust preferred securities was issued in 2001. Trust preferred securities, certificates of indebtedness and the deposits are used to fund the earning asset base of the Company. Net Interest Income Net interest income in 2001 increased by $23,740,000, or 14%, over that in 2000, while net interest income in 2000 increased by $14,340,000, or 9% over that in 1999. The net yield on average interest earning assets increased by .3% from 3.30% in 2000 to 3.56% in 2001. The net yield on average interest earning assets decreased by .08% in 2000 to 3.30% from 3.38% in 1999. Average interest earning assets increased 6% from $5,147,489,000 in 2000 to $5,443,962,000 in 2001 and increased 12% from $4,600,812,000 in 1999 to $5,147,589,000 in 2000 which contributed to the growth in net interest income for 2001 and 2000, respectively. The yield on average interest earning assets decreased .94% from 8.19% in 2000 to 7.25% in 2001 and the rates paid on average interest bearing liabilities decreased 1.2% from 5.33% in 2000 to 4.13% in 2001. The yield on average interest earning assets increased .78% from 7.41% in 1999 to 8.19% in 2000 and the rates paid on average interest bearing liabilities increased .89% from 4.44% in 1999 to 5.33% in 2000. 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 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. 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 minimize the effect of interest rate changes. 4  Non-Interest Income Non-interest income increased 31% in 2001 to $75,524,000 from $57,501,000 in 2000, which represented a decrease of 6% from $60,966,000 in 1999. The 2001 increase in non-interest income occurred due to increased service charges and fees on both deposit accounts and other services provided. The 2000 decrease in non-interest income was primarily due to a $6,530,000 gain recognition on the partial sale of credit card receivables recorded in 1999. Excluding the gain related to the sale of the credit card receivables in 1999, the non-interest income would have increased by $3,065,000 in 2000 due to the increases in service charges. The increase in service charges in 2001 and 2000 was attributable to the amount of account transaction fees received as a result of the deposit growth, new deposit products and increased collection efforts. Investment securities losses of $1,010,000 were recorded in 2001 compared to losses of $4,248,000 for 2000. These losses occurred due to a bond program initiated by management in 2000 and completed in 2001 to reposition a portion of the Company’s bond portfolio and take advantage of higher bond yields. Non-Interest Expense 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. Non-interest expense includes such items as salaries and wages and employee benefits, net occupancy expenses, equipment expenses and other operating expenses such as Federal Deposit Insurance Corporation (“FDIC”) insurance. Non-interest expense increased 21% in 2001 to $135,441,000 from $111,957,000 in 2000 which increased 5% from $106,489,000 in 1999. The increases in non-interest expense for the three years ended 2001 increased due to the expanded operations of the Company’s bank subsidiaries. The efficiency ratio, a measure of non-interest expense to net interest income plus non-interest income was 50.32% for the year ended December 31, 2001, compared to 49.24% for the year ended December 31, 2000. The Company's efficiency ratio has been under 53% for each of the last five years, which the Company believes is better than national peer group ratios. 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 Loans and Allowance for Possible Loan Loss Most of the Company's lending activities involve commercial (domestic and foreign), consumer and real estate mortgage financing. In 2001, the Company’s efforts to increase its loan volume resulted in an increase of 13.7% in average domestic loans from $1,856,462,000 for 2000 to $2,111,103,000 in 2001 and a increase of .26% in average foreign loans from $247,130,000 for 2000 to $247,784,000 in 2001 for an increase of 12.1% in total average loans from $2,103,592,000 for 2000 to $2,358,887,000 5 in 2001. The average yield for these loans decreased 1.8% for domestic loans and decreased by .2% for foreign loans in 2001 as compared to 2000. The Company experienced an increase of 21% in average domestic loans from 1999 to 2000 and a 29% increase in average foreign loans from 1999 to 2000. The yield for these loans increased .82% for domestic loans and increased by 1.2% for foreign loans in 2000 as compared to 1999. Loan commitments, consisting of unused commitments to lend, letters of credit, credit card lines and other approved loans which have not been funded, were $742,081,000 at December 31, 2001. See Note 17 to the Consolidated Financial Statements. The allowance for possible loan losses increased 30% from $30,812,000 at December 31, 2000 to $40,065,000 at December 31, 2001 and increased 15% from $26,770,000 at December 31, 1999 to $30,812,000 at December 31, 2000. The provision for possible loan losses charged to expense increased 26% from $6,824,000 in 2000 to $ 8,631,000 in 2001 and increased 7% from $6,379,000 in 1999 to $6,824,000 in 2000. The increase in the allowance for possible loan losses was largely due to the increase in the size of the loan portfolio and the addition of $3,995,000 in existing loan loss reserve as part of the loan portfolio acquired in the NBC acquisition. The allowance for possible loan losses was 1.51% of total loans, net of unearned income, at December 31, 2001 compared to 1.37% at 2000 and 1.41% at 1999. Non-performing assets as a percentage of total loans and total assets were .43% and .18%, respectively, at December 31, 2001, and .63% and .24% at December 31, 2000, respectively. Loans accounted for on a non-accrual basis increased 32% from $6,273,000 at December 31, 2000 to $8,252,000 at December 31, 2001. As loans are placed on non-accrual status, interest previously accrued and recorded is reversed unless the loan is well secured and in the process of collection. Foreclosed assets increased 186% from $1,854,000 at December 31, 2000 to $5,308,000 at December 31, 2001. The increases in the non-performing loans and foreclosed assets were primarily due to deteriorating conditions in the Company’s loan portfolio as economic conditions have deteriorated. In 2000, non-accruals decreased 18% from $7,665,000 at December 31, 1999 to $6,273,000 at December 31, 2000 and foreclosed assets decreased 19% from $2,285,000 at December 31, 1999 to $1,854,000 at December 31, 2000. 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 provision for possible loan losses of each bank subsidiary is determined by management of each bank upon consideration of several factors such as loss experience in relation to outstanding loans and the existing level of its allowance; independent appraisals for significant properties; a continuing review and appraisal of its loan portfolio with particular emphasis on problem loans identified by management and the credit department staff of International Bank of Commerce, Laredo, Texas ("IBC"), the Company's largest bank subsidiary; results of examinations by bank examiners and continuous review of current economic conditions in the market area served by the bank subsidiaries. Management of each of the bank subsidiaries, along with management of the Company, continually review the allowances to determine whether additional provisions should be made after considering the preceding factors. 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 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 6 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, 2001 was adequate to absorb probable losses from loans in the portfolio at that date. Investment Securities The average balances of taxable investment securities increased .5% from $2,932,778,000 for 2000 to $2,921,396,000 for 2001 and increased 6.70% from $2,762,895,000 for 1999 to $2,932,778,000 for 2000. The changes reflected during 2001 and 2000 were primarily from the results of continued increases in deposits, repurchase agreements and borrowings, which provide the Company with available funds for investments. Mexico On December 31, 2001, the Company had $6,381,401,000 of consolidated assets of which approximately $273,038,000 or 4% were related to 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, 2001 is presented below. Related Amount of Allowance for Loans Possible Losses (Dollars in Thousands) Secured by certificates of deposit in United States banks $ 133,225 $ 64 Secured by United States real estate 34,897 327 Secured by other United States collateral (securities, gold, silver, etc.) 10,864 95 Foreign real estate guaranteed under lease obligations primarily by U.S. companies 14,802 157 Direct unsecured Mexican sovereign debt (principally former FICORCA debt) 832 - Other (principally Mexico real estate) 78,418 859 $ 273,038 $ 1,502 The transactions for the year ended December 31, 2001 in that portion of the allowance for possible loan losses related to Mexican debt were as follows: (Dollars in Thousands) Balance at January 1, 2001 $ 1,831 Charge-offs (16) Recoveries 9 Net charge-offs 7 Provision charged to operations (322) Balance at December 31, 2001 $ 1,502 7 Liquidity and Capital Resources Generally 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 40%, 42% and 41% of the Company’s bank subsidiaries’ total deposits as of December 31, 2001, 2000 and 1999, respectively. Other important funding sources for the Company's bank subsidiaries during 2001 and 2000 have been wholesale liabilities with 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. The Company’s funds 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 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. See page 16 of the Company’s Form 10-K for the table that summarizes interest rate sensitive assets and liabilities by their re-pricing dates at December 31, 2001. 8 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. At December 31, 2001, 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 5 percent of projected 2002 after-tax net 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. 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 18 to the Consolidated Financial Statements. At December 31, 2001, the aggregate amount legally available to be distributed to the Company from bank subsidiaries as dividends was approximately $81,000,000, assuming that each bank subsidiary continues to be classified as “well capitalized” under the applicable regulations. The restricted capital (capital, surplus and certified surplus) of the bank subsidiaries was approximately $438,694,000 as of December 31, 2001. The undivided profits of the bank subsidiaries were approximately $179,533,000 as of December 31, 2001. As of December 31, 2001, the Company has outstanding $777,296,000 in short-term borrowed funds and long-term debt. 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, 2001, shareholders' equity was $497,028,000 compared to $416,892,000 at December 31, 2000, an increase of $80,136,000, or 19%. The increase in shareholders equity resulted from the retention of earnings and comprehensive income. Comprehensive income includes unrealized gains or losses on securities held available for sale and changes in the fair value of derivative instruments of an equity method investee, net of tax. The accumulated other comprehensive income is not included in the calculation of regulatory capital ratios. 9  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 stockholders' equity plus trust preferred securities issued and outstanding less goodwill and certain other intangibles divided by average quarterly assets) was 6.67% at December 31, 2001 and 6.54% at December 31, 2000. The core deposit intangibles and goodwill of $96,748,000 as of December 31, 2001, 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 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 13.83% and 13.23% and risk weighted total capital ratios of 15.06% and 14.29% as of December 31, 2001 and 2000, respectively, which are well above the minimum regulatory requirements and exceed the well capitalized ratios (see note 18 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 2001 and 2000 were certain capital expenditures relating to the modernization and improvement of several existing bank facilities and the expansion of the bank branch network. Trust Preferred Securities On March 16, 2001, the Company formed International Bancshares Capital Trust I (“Trust I”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On March 28, 2001, Trust I issued $10,000,000 of 10.18% Capital Securities and $400,000 of 10.18% Common Securities, and invested the proceeds thereof in an equivalent amount of the 10.18% Junior Subordinated Deferrable Interest Debentures (the “March Debentures”) issued by the Company. The March Debentures accrue interest at a fixed rate of 10.18%, payable semi-annually beginning on June 8, 2001. The March Debentures will mature June 8, 2031; however, the March Debentures may be redeemed at specified prepayment prices (a) in whole or in part on or after June 8, 2011, or (b) in whole within 90 days upon the occurrence prior to June 8, 2011, and continuance of any one of certain legal, regulatory or tax events specified in the Indenture. On June 28, 2001, the Company formed International Bancshares Capital Trust II (“Trust II”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On July 16, 2001, Trust II issued $25,000,000 of Capital Securities and $774,000 of Common Securities, and invested the proceeds thereof in an equivalent amount of the Junior Subordinated Debt Security (the “July Debentures”) issued by the Company. The July Debentures accrue interest at a floating rate of 3.75% over the London Interbank Offer Rate (“LIBOR”) as determined in accordance with the Indenture, payable semi-annually beginning January 25, 2002. The July Debentures will mature July 25, 2031; however, the July Debentures may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after July 25, 2006, or (b) in whole within 90 days upon the occurrence of any one of certain legal, regulatory, or tax events specified in the Indenture. 10 On November 9, 2001, the Company formed International Bancshares Capital Trust III (“Trust III”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On November 28, 2001, Trust III issued $33,000,000 of Capital Securities and $1,021,000 of Common Securities, and invested the proceeds thereof in an equivalent amount of the Junior Subordinated Debt Security (the “November Debentures”) issued by the Company. The November Debentures accrue interest at a floating rate of 3.75% over the LIBOR as determined in accordance with the Indenture, payable semi-annually beginning June 8, 2002. The November Debentures will mature December 8, 2031; however, the November Debentures may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after December 8, 2006, or (b) in whole within 90 days upon the occurrence of any one of certain legal, regulatory, or tax events specified in the Indenture. Each of the March, July, and November Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the Indenture) of the Company, and are pari passu with one another. The interest rate payable on, and the payment terms of, the March, July, and November Debentures is the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by Trusts I, II, and III. The Company has fully and unconditionally guaranteed the obligations of each of Trusts I, II, and III with respect to the Capital and Common Securities. The Company has the right, unless an Event of Default (as defined in the Indenture) has occurred and is continuing, to defer payment of interest on the March, July, or November Debentures for up to ten consecutive semi-annual periods. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture will also be deferred. The redemption prior to maturity of any of the March, July, or November Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies. For financial reporting purposes, Trusts I, II, and III are treated as subsidiaries of the Company and consolidated in the corporate financial statements. Although the trust preferred securities issued by each of Trusts I, II, and III (i.e. the Capital and Common Securities) are included as long-term debt and not as a component of shareholder’s equity on the balance sheet, they are treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the trust preferred securities 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. Management of the Company believes that the treatment of the trust preferred securities as Tier 1 capital, in addition to the ability to deduct the expense of the related Debentures for federal income tax purposes, provided the Company with a cost-effective method of raising capital. On March 25, 2002, the Company formed International Bancshares Capital Trust IV, a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The trust preferred securities have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Stock Repurchase Program The Company announced a new formal stock repurchase program on June 22, 1999 and announced it expanded the stock repurchase program on July 16, 1999, January 11, 2000, December 21, 2000, July 24, 2001 and January 28, 2002. Under the expanded stock repurchase program, the Company is authorized to repurchase up to $80,000,000 of its common stock through December 2002. 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 25, 2002, a total of 1,662,252 shares had been repurchased under this program at a cost of $67,440,000, which shares are now reflected 11 as 2,039,288 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 $100,973,000. In the past, the board has increased previous caps on treasury stock once they were met, but there are no assurances that an increase of the $100,973,000 cap will occur in the future. As of March 25, 2002, the Company has approximately $88,413,000 invested in treasury shares, which amount has been accumulated since the inception of the Company. Contractual Obligations and Commercial Commitments The following table presents contractual cash obligations of the Company (other than deposit liabilities) as of December 31, 2001 (dollars in thousands): Payments due by Period_________________________ Contractual Cash Obligations Total Securities sold under repurchase Agreements Federal Home Loan Bank borrowings Trust Preferred Securities $ 714,675 $ 709,296 $ 68,000 Less than One Year One to Three Years Four to Five Years After Five Years $ 414,675 $ - 708,000 - - - $ 68,000 $ - 1,206 $300,000 $ 90 - Total Contractual Cash Obligations $1,491,971 $1,122,675 $ - $1,206 $368,090 The following table presents contractual commercial commitments of the Company (other than deposit liabilities) as of December 31, 2001(dollars in thousands): Commercial Commitments Total Less than One Year One to Three Years Four to Five Years After Five Years Amount of Commitment Expiration Per Period_____________________ Financial & Performance Standby Letters of Credit Commercial Letters of Credit Credit Card Lines Other Commercial Commitments $ 42,866 $ 51,206 $ 2,140 2,140 $ 33,058 33,058 $ 655,677 $ 8,174 $ 166 $ - - - - - $ - - $ 417,268 108,820 75,115 $ 54,474 Total Commercial Commitments $ 742,081 $ 495,332 $ 116,994 $ 75,281 $ 54,474 Due to the nature of the Company’s commercial commitments, including unfunded loans 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 considers its Allowance for Possible Loan Losses policy as a policy critical to the sound operations of the Banks. The Company provides for loan losses each period by an amount resulting from both (a) an estimate by management of loan losses that occurred during the period and (b) the ongoing adjustment of prior estimates of losses occurring in prior periods. The provision for possible loan losses increases the allowance for possible loan losses which is netted against loans on the consolidated balance sheet. As losses are confirmed, the loan is written down, reducing the allowance for possible loan losses. See 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. 12 Recent Accounting Standards Issued In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS No. 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a “fair value hedge,” a “cash flow hedge,” or a hedge of a foreign currency exposure of a net investment in a foreign operation. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. In June 1999, the Financial Accounting Standards Board issued SFAS No. 138, “Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of SFAS No. 133”, which deferred the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. 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 using SFAS 133 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. The Company adopted SFAS No. 133 on January 1, 2001 and the adoption did not have a significant impact on its consolidated financial statements. In September 2000, the Financial Accounting Standards Board's issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", which replaces the Financial Accounting Standards Board's Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", but carries over most of SFAS No. 125's provisions without change. SFAS No. 140 elaborates on the qualifications necessary for a special-purpose entity, clarifies sales accounting criteria in certain circumstances, refines accounting for collateral, and adds disclosures for collateral, securitizations, and retained interests in securitized assets. This statement should be applied prospectively and is effective for transactions occurring after March 31, 2001. Disclosure requirements of this statement and any changes in accounting for collateral are effective for fiscal years ending after December 15, 2000. The Company’s adoption of SFAS No. 140 did not have an impact on its consolidated financial statements. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141 “Business Combinations”, and 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 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 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assts to Be Disposed Of.” SFAS No 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” supercedes SFAS No. 121 and is effective for fiscal years beginning after December 15, 2001. 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 acquired approximately 71% of outstanding common shares of National Bancshares Corporation of 13 Texas on November 20, 2001 and the remaining 29% outstanding common shares on December 31, 2001. The Company recorded an identified intangible asset and goodwill of $35,126,000 related to the acquisition. Under the provisions of SFAS No. 142, the amount of goodwill acquired in the acquisition that was not amortized during 2001 was not significant. SFAS No. 141 requires upon adoption of SFAS No. 142, that the Company evaluate its existing intangible assets and goodwill that were acquired in prior purchase business combinations, and to make any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition apart from goodwill. Upon adoption of SFAS No. 142, the Company is required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments by the end of the first interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, the Company is required to test the intangible asset for impairment in accordance with the provisions of SFAS No. 142 within the first interim period. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period. In connection with the transitional goodwill impairment evaluation, SFAS No. 142 requires the Company to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. To accomplish this, the Company must identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the date of adoption. The Company will have up to six months from the date of adoption to determine the fair value of each reporting unit and compare it to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform the second step of the transitional impairment test. In the second step, the Company must compare the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets (recognized and unrecognized) and liabilities in a manner similar to a purchase allocation in accordance with SFAS NO. 141, to its carrying amount, both of which would be measured as of the date of adoption. This second step is required to be completed as soon as possible, but no later than the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company’s consolidated statements of income. The Company adopted the remaining provisions of SFAS No. 142 as of January 1, 2002 and will no longer amortize 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 $75,869,000 and unamortized identifiable intangible assets in the amount of $21,436,000, all of which are subject to the transition provisions of SFAS No. 141 and No. 142. Amortization expense related to goodwill that will no longer be amortized was $4,189,000, $3,014,000 and $2,645,000, for the years ended December 31, 2001, 2000 and 1999, respectively. The Company is in the process of determining the fair value of its reporting units to determine if there is an indication that goodwill may be impaired. In addition, the Company has evaluated its existing intangible assets and determined that no reclassifications were necessary to conform to the new criteria in SFAS No. 141 for recognition apart from goodwill. The Company is in the process of reassessing the useful lives and residual values of all intangible assets acquired in purchase business combinations and will make any necessary amortization period adjustments by the end of the first interim period after adoption. In August 2001, the Financial Accounting Standards Board 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- 14 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, “Reporting the Results of Operations – Reporting the Effects of a 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. Common Stock and Dividends The Company had issued and outstanding 25,903,870 shares of $1.00 par value Common Stock held by approximately 2,046 holders of record at March 25, 2002. The book value of the stock, adjusted for stock dividends, at December 31, 2001 was $20.48 per share compared with $16.78 per share at December 31, 2000. On August 28, 1995, the Common Stock began to trade on the OTC Bulletin Board under the trading symbol IBNC; however, trading in the Common Stock of the Company was not extensive and such trades could not be characterized as amounting to an active trading market. As of March 4, 1998, the Common Stock was listed on the NASDAQ National Market under the trading 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 2000 and 2001, as quoted on the NASDAQ National Market for each of the quarters in the two year period ended December 31, 2001. 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 $43.54 per share at March 25, 2002. High Low 2001: First quarter $ 39.75 $ 31.50 Second quarter 48.47 33.50 Third quarter 41.00 34.30 Fourth quarter 44.80 31.07 High Low 2000: First quarter $ 28.32 $ 23.52 Second quarter 31.20 24.00 Third quarter 27.95 24.00 Fourth quarter 28.75 24.00 The Company paid cash dividends to the shareholders in 2001 of $.90 per share or $21,182,000 in the aggregate and in 2000 paid cash dividends of $1.10 per share or $21,040,000 in the aggregate. In addition, the Company has issued stock dividends during the last five year period as follows: Date Stock Dividend May 17, 1996 25 % May 16, 1997 25 % May 22, 1998 25 % May 20, 1999 25 % May 18, 2000 25 % May 17, 2001 25 % 15 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 18 of notes to Consolidated Financial Statements. Recent Sales of Unregistered Securities No equity securities were sold by the Company during the fiscal year ended December 31, 2001 that were not registered under the Securities Act of 1933. 16  INDEPENDENT AUDITORS’ REPORT 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, 2001 and 2000, 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, 2001. 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, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 to the consolidated financial statements, effective July 1, 2001, International Bancshares Corporation adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations,” and certain provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001. /s/ KPMG LLP San Antonio, Texas February 22, 2002 17 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Condition December 31, 2001 and 2000 (Dollars in Thousands, Except Per Share Amounts) 2001 2000 ASSETS Cash and due from banks $ 177,122 $ 125,628 Federal funds sold 108,100 500 Total cash and cash equivalents 285,222 126,128 Time deposits with banks 1,253 2,471 Investment securities: Held to maturity (Market value of $2,085 on December 31, 2001 and $2,220 on December 31, 2000) 2,085 2,220 Available for sale (Amortized cost of $2,951,588 on December 31, 2001 and $3,126,107 on December 31, 2000) 2,987,167 3,096,626 Total investment securities 2,989,252 3,098,846 Loans: Commercial, financial and agricultural 1,488,196 1,286,576 Real estate - mortgage 441,296 287,319 Real estate - construction 271,026 232,589 Consumer 180,652 165,875 Foreign 273,038 278,119 Total loans 2,654,208 2,250,478 Less unearned discounts (5,676) (7,199) Loans, net of unearned discounts 2,648,532 2,243,279 Less allowance for possible loan losses (40,065) (30,812) Net loans 2,608,467 2,212,467 Bank premises and equipment, net 190,051 155,523 Accrued interest receivable 33,850 40,159 Other investments 129,541 132,848 Intangible assets 97,305 55,580 Other assets 46,460 36,692 Total assets $ 6,381,401 $ 5,860,714 LIABILITIES AND SHAREHOLDERS’EQUITY Liabilities: Deposits: Demand - non-interest bearing 695,218 $ 573,681 Savings and interest bearing demand 1,213,243 913,894 Time 2,424,373 2,257,023 Total deposits 4,332,834 3,744,598 Securities sold under repurchase agreements 714,675 230,108 Other borrowed funds and long term debt 777,296 1,432,500 Other liabilities 59,568 36,616 Total liabilities 5,884,373 5,443,822 Shareholders' equity: Common shares of $1.00 par value. Authorized 40,000,000 shares; issued 33,214,263 shares in 2001 and 26,481,211 shares in 2000 33,214 26,481 Surplus 27,564 25,933 Retained earnings 490,328 434,796 Accumulated other comprehensive income (loss) 18,221 (19,163) 569,327 468,047 Less cost of shares in treasury, 6,991,148 shares in 2001 and 5,139,863 shares in 2000 (72,299) (51,155) Total shareholders' equity 497,028 416,892 Total liabilities and shareholders' equity $ 6,381,401 $ 5,860,714 See accompanying notes to consolidated financial statements. 18 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2001, 2000 and 1999 (Dollars in Thousands, Except Per Share Amounts) 2001 2000 1999 Interest income: Loans, including fees $ 200,036 $ 212,522 $ 160,105 Time deposits with banks 162 157 104 Federal funds sold 1,142 929 710 Investment securities: Taxable 187,632 202,579 175,042 Tax-exempt 4,861 5,119 4,432 Other 586 321 343 Total interest income 394,419 421,627 340,736 Interest expense: Savings and interest bearing demand deposits 23,585 27,945 27,182 Time deposits 106,754 120,743 97,626 Federal funds purchased and securities sold under repurchase agreements 23,100 8,160 6,047 Other borrowings and Long term debt 45,418 94,908 54,340 Other _1,951 _-___ 10 Total interest expense 200,808 251,756 185,205 Net interest income 193,611 169,871 155,531 Provision for possible loan losses 8,631 6,824 6,379 Net interest income after provision for possible loan losses 184,980 163,047 149,152 Non-interest income: Service charges on deposit accounts 42,496 35,348 30,629 Other service charges, commissions and fees Banking 9,993 8,423 8,480 Non-Banking 6,132 1,130 649 Investment securities transactions, net (1,010) (4,248) 13 Other investments 7,580 7,646 6,441 Gain on sale of loans 357 51 6,449 Other income _9,976 9,151 8,305 Total non-interest income 75,524 57,501 60,966 Non-interest expense: Employee compensation and benefits 58,962 47,900 42,857 Occupancy 11,190 9,204 7,537 Depreciation of bank premises and equipment 13,434 12,220 11,700 Professional fees 5,019 4,565 4,953 Stationery and supplies 3,664 3,268 3,157 Amortization of intangible assets 5,378 4,219 3,898 Advertising 5,569 4,257 3,619 Other 32,225 26,324 29,262 Total non-interest expense 135,441 111,957 106,983 Income before income taxes 125,063 108,591 103,135 Income taxes 41,721 33,417 36,887 Net income $ 83,342 $ 75,174 $ 66,248 Basic earnings per common share: Net Income $ 3.15 $ 2.81 $ 2.43 Weighted average number of shares outstanding 26,460,845 26,785,955 27,285,620 Diluted earnings per common share: Net Income $ 3.09 $ 2.77 $ 2.39 Weighted average number of shares outstanding 26,945,890 27,124,436 27,760,796 See accompanying notes to consolidated financial statements. 19 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years ended December 31, 2001, 2000, and 1999 (Dollars in Thousands) 2001 2000 1999 Net Income $ 83,342 $ 75,174 $ 66,248 Other comprehensive income, net of tax: Net Unrealized gains (losses) on securities available for sale arising during the year 16,648 11,902 (48,751) Reclassification adjustment for losses on securities available for sale included in net income 25,642 5,847 3,042 Change in fair value of equity method investee’s derivatives (4,906) - -___ Comprehensive income $ 120,726 $ 92,923 $ 20,539 See accompanying notes to consolidated financial statements. 20 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity Years ended December 31, 2001, 2000 and 1999 (in Thousands) Accumulated Other Number Common Retained Comprehensive Treasury of Shares Stock Surplus Earnings Income Stock Total Balances at December 31, 1998 16,791 $ 16,791 $ 22,250 $ 341,028 $ 8,797 $(18,580) $ 370,283 Net income - - - 66,248 - - 66,248 Stock dividends: Shares issued 4,204 4,204 - (4,204) - - - Cash dividends - - - (17,727) - - (17,727) Purchase of treasury stock - - - - - (22,156) (22,156) Exercise of stock options 97 97 1,800 - - - 1,897 Other comprehensive income, net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment - - - - (45,709) - (45,709) Balances at December 31, 1999 21,092 21,092 24,050 385,942 (36,912) (40,736) 353,436 Net income - - - 75,174 - - 75,174 Stock dividends: Shares issued 5,280 5,280 - (5,280) - - - Cash dividends - - - (21,040) - - (21,040) Purchase of treasury stock - - - - - (10,419) (10,419) Exercise of stock options 109 109 1,883 - - - 1,992 Other comprehensive income, net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment - - - - 17,749 - 17,749 Balances at December 31, 2000 26,481 26,481 25,933 434,796 (19,163) (51,155) 416,892 Net income - - - 83,342 - - 83,342 Stock dividends: Shares issued 6,628 6,628 - (6,628) - - - Cash dividends - - - (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) Balances at December 31, 2001 33,214 $33,214_ $ 27,564 $ 490,328 $ 18,221 $(72,299) $ 497,028 See accompanying notes to consolidated financial statements. 21 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2001, 2000 and 1999 (Dollars in Thousands) 2001 2000 1999 Operating activities: Net income $ 83,342 $ 75,174 $ 66,248 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses (8,631) (6,824) (6,379) Gain on sale of loans 357 51 (6,449) Depreciation of bank premises and equipment 13,420 12,222 11,700 Gain on sale of bank premises and equipment (13) (171) (45) Depreciation and amortization of leasing assets 3,069 1,747 1,796 Accretion of investment securities discounts (9,213) (18,371) (15,460) Amortization of investment securities premiums 9,579 10,313 12,611 Loss on investment securities transactions 1,010 4,248 (13) Amortization of intangible assets 5,378 4,219 3,898 Equity earnings from affiliates and other investments (7,580) (7,646) (6,441) Deferred tax expense 2,802 7,592 4,372 (Increase) decrease in accrued interest receivable 8,402 (5,332) (3,261) Net (Increase) decrease in other assets (12,098) 3,016 (2,309) Net increase (decrease) in other liabilities (1,227) (788) 1,937 Net cash provided by operating activities 88,597 79,450 62,205 Investing activities: Proceeds from maturities of securities 2,060 1,572 2,350 Proceeds from sales of available for sale securities 568,058 163,085 616,080 Purchases of available for sale securities (1,284,871) (590,369) (1,350,264) Principal collected on mortgage-backed securities 1,051,167 353,648 676,535 Proceeds from matured time deposits with banks 2,669 1,184 684 Purchases of time deposits with banks (594) (1,778) (1,188) Net increase in loans (111,150) (328,889) (269,635) Purchases of other investments (3,544) (1,055) (105,222) Distributions from other investments 1,519 5,942 3,288 Purchases of bank premises and equipment (29,661) (22,676) (18,983) Proceeds from sales of bank premise and equipment 119 446 76 Cash paid in excess of net assets acquired (41,415) (16,202) (8,213) Cash acquired in purchase transaction 73,881 - 20,320 Net cash provided by (used in) investing activities 228,238 (435,092) (434,172) Financing activities: Net increase in non-interest bearing demand deposits 27,109 74,312 84,031 Net increase (decrease) in savings and interest bearing demand deposits 83,701 (14,561) (27,177) Net (decrease) increase in time deposits (57,324) 157,635 72,848 Net increase (decrease) in securities sold under repurchase agreements Proceeds from issuance of other borrowed funds and long term debt 1,825,296 2,365,500 2,045,000 Principal payments on other borrowed funds (2,480,500) (2,313,000) (1,739,000) Purchase of treasury stock (21,144) (10,419) (22,156) Proceeds from stock transactions 1,736 1,992 1,897 Payments of cash dividends (21,158) (21,016) (17,101) Payments of cash dividends in lieu of fractional shares (24) (24) (26) 484,567 106,356 (11,948) Net cash provided by (used in) financing activities (157,741) 346,775 386,368 Increase (decrease) in cash and cash equivalents 159,094 (8,867) 14,401 Cash and cash equivalents at beginning of year 126,128 134,995 120,594 Cash and cash equivalents at end of year $ 285,222 $ 126,128 $ 134,995 Supplemental cash flow information: Interest paid $ 209,384 $ 247,698 $ 181,723 Income taxes paid 35,993 26,520 26,673 See accompanying notes to consolidated financial statements. 22 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, International Bancshares Capital Trust I, International Bancshares Capital Trust II, International Bancshares Capital Trust III and NBC Acquisitions Corp. All significant inter-company balances and transactions have been eliminated in consolidation. 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 23 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) to those securities classified as “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 three year period ended December 31, 2001. Mortgage-backed securities held at December 31, 2001 and 2000 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. 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 or when, in management's opinion, the creditor'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 24 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) 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 The Company recognizes certain income and expenses in different time periods for financial reporting and income tax purposes. The provision for deferred income taxes is based on the asset and liability method and represents the change in the deferred income tax accounts during the year, including the effect of enacted tax rate changes. Stock Options Prior to January 1, 1996, the Company accounted for its stock option plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. In October 1995, the Financial Accounting Standards Board issued SFAS No. 123, “Accounting for Stock-Based Compensation,” which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and subsequent years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. 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. Acquisitions and Amortization of Intangible Assets Operations of companies acquired in purchase transactions are included in the consolidated statements of income from the respective dates of acquisition. The excess of the purchase price over net identifiable assets acquired (goodwill) and core deposit intangibles are included in intangible assets. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141 “Business Combinations”, and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business 25 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) 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 by amortized, but instead tested for impairment at least annually in accordance with 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 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assts to Be Disposed Of.” SFAS No 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” supercedes SFAS No. 121 and is effective for fiscal years beginning after December 15, 2001. SFAS No. 141 requires upon adoption of SFAS No. 142, that the Company evaluate its existing intangible assets and goodwill that were acquired in prior purchase business combinations, and to make any necessary reclassifications in order to conform with the new criteria in SFAS No. 141 for recognition apart from goodwill. In connection with the transitional goodwill impairment evaluation, SFAS No. 142 requires the Company to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. The Company will have up to six months from the date of adoption to determine the fair value of each reporting unit and compare it to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform the transitional impairment test. The transitional impairment test is required to be completed as soon as possible, but not later that the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company’s consolidated statements of income. On July 1, 2001, the Company adopted the provisions of SFAS No. 141 and certain provisions of SFAS No. 142 as required for goodwill and intangible assets resulting from business combinations after June 30, 2001. The goodwill related to the National Bancshares Corporation of Texas acquisition discussed in Note 2 was not amortized. The Company adopted the remaining provisions of SFAS No. 142 as of January 1, 2002 and will no longer amortize goodwill related to business combinations consummated before July 1, 2001. As of the date of the adoption, the Company had unamortized goodwill in the amount of $75,869,000 and unamortized identifiable intangible assets in the amount of $21,436,000, all of which are subject to the transition provisions of SFAS No. 141 and No. 142. Amortization expense related to goodwill that will no longer be amortized was $4,189,000, $3,014,000 and $2,645,000, for the years ended December 31, 2001, 2000 and 1999, respectively. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, a loss is recognized for the difference between the fair value and the carrying value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell, except for assets that are covered by APB Opinion No. 30. Effective January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supercedes SFAS No. 120, “Accounting for the Impairment of Long Lived Assets and for Long-Lived Assets to be Disposed of,” and APB Opinion No. 30. The adoption of SFAS No. 144 did not have an impact on the consolidated financial statements. 26 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) Consolidated Statement of Cash Flows For purposes of the statement 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 applies the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” in determining its reportable segments and related disclosures. Management of the Company believes that it does not have separate reportable operating segments under the provisions of SFAS No. 131. The Company’s non- banking operations do not meet the threshold for reporting as separate segments. 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 using 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. The Company adopted SFAS No. 133 on January 1, 2001 and the adoption did not have a significant impact on its 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. (2) Acquisitions On November 20, 2001, the Company acquired approximately 71% of the outstanding common shares of National Bancshares Corporation of Texas (“NBC”) through a tender offer by the Company’s subsidiary, NBC Acquisitions Corp. (“NBC Acquisitions”), for all the outstanding shares of NBC. On December 31, 2001, the Company acquired the remaining 29% of the outstanding common shares of NBC through the merger of NBC Acquisitions with and into NBC. Prior to the acquisition, NBC was a bank holding company incorporated in Texas and registered under the Bank Holding Company Act. Through its subsidiary, NBC Bank, N.A. Eagle Pass, Texas (“NBC Bank”), NBC conducted a commercial banking business through twelve locations. 27 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) Additionally, on December 31, 2001, NBC Bank was merged with and into the Company’s lead bank, International Bank of Commerce, Laredo, Texas, and the three former NBC Bank branches located in Laredo, Texas were transferred to another subsidiary of the Company, Commerce Bank, Laredo, Texas. The acquisition of NBC was accounted for as a purchase under the provisions of SFAS No. 141. The purchase price for the outstanding common shares of NBC in the tender offer and the merger was $24.75 per common share, and the total consideration paid to NBC shareholders was $93,681,000 (exclusive of amounts paid to option holders). The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition, in thousands. The Company is in the process of obtaining third party valuations of certain intangible assets; thus, the allocation of the purchase price is subject to refinement. Cash and due from banks Investments Net loans Goodwill Intangible asset Other assets Total assets acquired Deposits Other liabilities Total liabilities assumed Net assets acquired $ 73,881 222,445 278,200 24,192 10,934 26,079 635,731 (531,461) (10,589) (542,050) $ 93,681 The intangible asset is core deposit premium and has a useful life of approximately 10 years. Goodwill and the intangible asset in the amount of approximately $35,126,000 is deductible for tax purposes. The amount of goodwill that was not amortized under the provisions of SFAS No. 142 was not significant. The minority income for the period from November 20, 2001 through December 31, 2001 was approximately $122,000 and is included in other non-interest expense in the accompanying consolidated statements of income. 28 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The following unaudited pro forma financial information is presented to show the impact on the Company’s results of operations assuming that the NBC acquisition was consummated on January 1, 2000. For the years ended December 31, (Dollars in Thousands, except Per Share Data) 2001 2000 (Unaudited) Interest income $ 430,161 Interest expense 216,396 Net interest income Provision for possible loan losses Non-interest income Non-interest expense Income before income taxes 124,806 213,765 9,546 7,408 81,967 63,582 161,380 131,964 $ 461,578 270,971 190,607 Income taxes Net income 41,942 $ 82,864 114,817 36,321 $ 78,496 Per common share: Basic $ 3.12 $ 2.93 Diluted $ 3.06 $ 2.89 Effective April 1, 2001, IBC through its insurance agency subsidiary, acquired the assets of Grove Agency Insurance, Inc., of Corpus Christi, Texas. The acquisition was accounted for as a purchase transaction. In connection with the acquisition, IBC recorded goodwill totaling $1,575,000. Effective February 16, 2001, IBC acquired the assets of First Equity Corporation, an Austin-based mortgage banker. The acquisition was accounted for as a purchase transaction. In connection with the acquisition, IBC recorded goodwill totaling $4,864,000. Effective October 2, 2000, the Company purchased a controlling interest in the GulfStar Group, a Houston-based investment banking firm serving middle-market corporations primarily in Texas. The acquisition was accounted for as a purchase transaction. In connection with the acquisition, the Company recorded goodwill totaling $13,199,000. During 2000, IBC established an insurance agency subsidiary and acquired the assets of two insurance agencies in Texas. The acquisitions were accounted for as purchase transactions. In connection with the acquisitions, IBC recorded goodwill totaling $3,003,000. Effective February 19, 1999, IBC purchased certain assets and assumed certain liabilities of the Laredo branch of Pacific Southwest Bank, Corpus Christi, Texas. IBC purchased loans of approximately $4,503,000 and assumed deposits of approximately $27,873,000 and received cash and other assets in the amount of approximately $23,432,000. The acquisition was accounted for as a purchase transaction. IBC recorded goodwill and intangible assets totaling $2,525,000. 29 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (3) Investment Securities The amortized cost and estimated fair value by type of investment security at December 31, 2001 are as follows: Held to Maturity________________ __ Gross Gross Estimated Amortized unrealized unrealized fair Carrying cost gains losses value value_ (Dollars in Thousands) Obligations of states and political subdivisions $ - $ - $ - $ - $ - Other securities 2,085 - - 2,085 2,085 Total investment securities $ 2,085 $ - $ - $ 2,085 $ 2,085 Available for Sale__ ____________ __ Gross Gross Estimated Amortized unrealized unrealized fair Carrying cost gains losses value value_ (Dollars in Thousands) U.S. Treasury securities $ 151,645 $ 48 $(3,552) $ 148,141 $ 148,141 Mortgage-backed securities 2,613,236 43,381 (1,200) 2,655,417 2,655,417 Obligations of states and political subdivisions 92,219 42 (2,775) 89,486 89,486 Other securities 27,859 1,121 (1,513) 27,467 27,467 Equity securities 66,629 _95 (68) 66,656 66,656 Total investment securities $2,951,588 $ 44,687 $(9,108) $2,987,167 $2,987,167 The amortized cost and estimated fair value of investment securities at December 31, 2001, 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_ Estimated Estimated Amortized fair Amortized fair cost value cost value__ (Dollars in Thousands) Due in one year or less $ 75 $ 75 $ 87,091 $ 87,104 Due after one year through five years 300 300 1,004 1,038 Due after five years through ten years 110 110 - - Due after ten years 1,600 1,600 183,628 176,952 Mortgage-backed securities - - 2,613,236 2,655,417 Equity securities - - 66,629 66,656 Total investment securities $ 2,085 $ 2,085 $2,951,588 $2,987,167 30 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The amortized cost and estimated fair value by type of investment security at December 31, 2000 are as follows: Held to Maturity________________ __ Gross Gross Estimated Amortized unrealized unrealized fair Carrying cost gains losses value value_ (Dollars in Thousands) Obligations of states and political subdivisions $ 60 $ - $ - $ 60 $ 60 Other securities 2,160 - - 2,160 2,160 Total investment securities $ 2,220 $ - $ - $ 2,220 $ 2,220 Available for Sale__ ____________ __ Gross Gross Estimated Amortized unrealized unrealized fair Carrying cost gains losses value value_ (Dollars in Thousands) U.S. Treasury securities $ 278,885 $ - $(34,074) $ 244,811 $ 244,811 Mortgage-backed securities 2,565,642 19,895 (2,214) 2,583,323 2,583,323 Obligations of states and political subdivisions 102,388 2 (5,599) 96,791 96,791 Other securities 93,232 - (7,109) 85,723 85,723 Equity securities 85,960 108 (90) 85,978 85,978 Total investment securities $3,126,107 $20,005 $(49,486) $3,096,626 $3,096,626 Mortgage-backed securities are primarily securities issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Association ("Fannie 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 $1,951,773,000 and $1,982,624,000, respectively, at December 31, 2001. Proceeds from the sale of securities available-for-sale were $568,058,000, $163,085,000 and $616,080,000 during 2001, 2000 and 1999, respectively. Gross gains of $5,693,000, $434,000 and $2,639,000 and gross losses of $6,703,000, $4,632,000 and $2,626,000 were realized on the sales in 2001, 2000 and 1999, respectively. The Company maintains the required level of stock at the Federal Home Loan Bank of Dallas, Texas (the “FHLB”). The FHLB stock is included in equity securities and is recorded at cost and totaled $62,046,000 and $85,550,000 at December 31, 2001 and 2000, respectively. 31 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (4) Allowance for Possible Loan Losses A summary of the transactions in the allowance for possible loan losses for the years ended December 31, 2001, 2000 and 1999 is as follows: 2001 2000 1999 (Dollars in Thousands) Balance at January 1, 2001 $ 30,812 $ 26,770 $ 25,551 Losses charged to allowance (4,269) (3,682) (6,549) Recoveries credited to allowance 936 __900 1,389 Net losses charged to allowance (3,333) (2,782) (5,160) Provision charged to operations 8,631 6,824 6,379 Acquired in purchase transaction 3,955 - -__ Balance at December 31, 2001 $ 40,065 $ 30,812 $ 26,770 Loans accounted for on a non-accrual basis at December 31, 2001, 2000 and 1999 amounted to $8,252,000, $6,273,000 and $7,662,000, respectively. The effect of such non-accrual loans reduced interest income by $695,000, $842,000 and $874,000 for the years ended December 31, 2001, 2000 and 1999, 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. 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 $4,958,000 at December 31, 2001, $5,226,000 at December 31, 2000 and $7,738,000 at December 31, 1999. The average recorded investment in impaired loans during 2001, 2000, and 1999 was $5,997,000, $6,064,000 and $8,028,000, respectively. The total allowance for possible loan losses related to these loans was $515,000, $1,772,000 and $882,000 at December 31, 2001, 2000 and 1999, respectively. Interest income on impaired loans of $412,000, $279,000 and $371,000 was recognized for cash payments received in 2001, 2000 and 1999, 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 32  INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) collection of the 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, 2001 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, 2001 and 2000 were as follows: Estimated useful lives 2001 2000 (Dollars in Thousands) Bank buildings and improvements 5 - 40 years $ 141,661 $ 119,682 Furniture, equipment and vehicles 1 - 20 years 103,752 86,758 Land 36,042 27,499 Real estate held for future expansion: Land, building, furniture, fixture and equipment 7 - 27 years 1,123 1,174 Less: accumulated depreciation (92,527) (79,590) Bank premises and equipment, net $ 190,051 $ 155,523 33 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (6) Deposits Deposits as of December 31, 2001 and 2000 and related interest expense for the years ended December 31, 2001, 2000 and 1999 were as follows: (Dollars in Thousands) Deposits: Demand - non-interest bearing Domestic $ 627,135 $ 503,863 Foreign 68,083 69,818 Total demand non-interest bearing 695,218 573,681 2001 2000 Savings and interest bearing demand Domestic 930,861 692,513 Foreign 282,382 221,381 Total savings and interest bearing demand 1,213,243 913,894 Time, certificates of deposit $100,000 or more Domestic 519,819 504,293 Foreign 1,024,136 961,902 Less than $100,000 Domestic 519,480 464,290 Foreign 360,938 326,538 Total time, certificates of deposit 2,424,373 2,257,023 Total deposits $ 4,332,834 $ 3,744,598 2001 2000 1999 (Dollars in Thousands) Interest Expense: Savings and interest bearing demand Domestic $ 18,636 $ 21,756 $ 21,678 Foreign _4,949 6,189 5,504 Total savings and interest bearing demand 23,585 27,945 27,182 Time, certificates of deposit $100,000 or more Domestic 25,609 28,359 22,790 Foreign 46,447 51,675 38,497 Less than $100,000 Domestic 21,402 24,756 24,158 Foreign 13,296 15,953 12,181 Total time, certificates of deposit 106,754 120,743 _97,626 Total interest expense on deposits $ 130,339 $ 148,688 $ 124,808 34 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (7) Securities Sold Under Repurchase Agreements The Company's bank subsidiaries have entered into repurchase agreements with the FHLB 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 $478,875,000, $145,096,000 and $124,276,000 during 2001, 2000 and 1999, respectively, and the maximum amount outstanding at any month end during 2001, 2000 and 1999 was $769,262,000, $231,663,000 and $136,066,000, respectively. Further information related to repurchase agreements at December 31, 2001 and 2000 is set forth in the following table: Collateral Securities Repurchase Borrowing__ _ Book Value of Fair Value of Balance of Weighted Average Securities Sold Securities Sold Liability Interest Rate (Dollars in Thousands) December 31, 2001 Term: Overnight agreements $ 272,657 $ 272,401 $ 274,946 1.76 % 1 to 29 days 45,282 45,810 31,594 3.74 % 30 to 90 days 84,606 86,133 59,874 3.22 % Over 90 days 354,064 358,740 348,261 4.90 % Total $ 756,609 $ 763,084 $ 714,675 2.83 % December 31, 2000 Term: Overnight agreements $ 16,214 $ 16,252 $ 8,161 5.70 % 1 to 29 days 36,400 36,381 29,664 6.15 % 30 to 90 days 75,938 76,129 50,072 6.17 % Over 90 days 173,224 175,514 142,211 5.87 % Total $ 301,776 $ 304,276 $ 230,108 5.96 % 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 and Long Term Debt Other borrowed funds and long term debt as of December 31, 2001 and 2000 were as follows: 2001 2000 (Dollars in Thousands) Federal Home Loan Bank borrowings $ 709,296 $ 1,432,500 Capital Securities 68,000 -___ Total other borrowings and long term debt $ 777,296 $ 1,432,500 Federal Home Loan Bank borrowings 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. The weighted average interest rate on the short-term fixed borrowings outstanding at December 31, 2001 and 2000 was 1.96% and 6.56%, respectively, and the weighted average interest rate for the year 2001 and 2000 was 2.06% and 6.46%, respectively. The average daily 35 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) balance on short-term fixed borrowings was $1,337,947,000 and $1,396,537,000 during 2001 and 2000, respectively, and the maximum amount outstanding at any month end during 2001 and 2000 was $1,605,000,000 and $1,609,000,000, respectively. On March 16, 2001, the Company formed International Bancshares Capital Trust I (“Trust I”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On March 28, 2001, Trust I issued $10,000,000 of 10.18% Capital Securities. The Capital Securities accrue interest at a fixed rate of 10.18%, payable semi-annually beginning June 8, 2001. The Capital Securities will mature June 8, 2031; however, the Capital Securities may be redeemed at specified prepayment prices (a) in whole or in part on or after June 8, 2011, or (b) in whole within 90 days upon the occurrence prior to June 8, 2011, and continuance of any one of certain legal, regulatory, or tax events. On June 28, 2001, the Company formed International Bancshares Capital Trust II (“Trust II”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On July 16, 2001, Trust II issued $25,000,000 of Capital Securities. The Capital Securities accrue interest at a floating rate (7.57% as of December 31, 2001) of 3.75% over the London Interbank Offer Rate (“LIBOR”), payable semi-annually beginning January 25, 2002. The Capital Securities will mature July 25, 2031; however, the Capital Securities may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after July 25, 2006, or (b) in whole within 90 days upon the occurrence of any one of certain legal, regulatory, or tax events. On November 9, 2001, the Company formed International Bancshares Capital Trust III (“Trust III”), a statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. On November 28, 2001, Trust III issued $33,000,000 of Capital Securities. The Capital Securities accrue interest at a floating rate (5.97% as of December 31, 2001) of 3.75% over the LIBOR, payable semi-annually beginning June 8, 2002. The Capital Securities will mature December 8, 2031; however, the Capital Securities may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after December 8, 2006, or (b) in whole within 90 days upon the occurrence of any one of certain legal, regulatory, or tax events. The Capital Securities are subordinated and junior in right of payment to all present and future senior indebtedness of the Company, and are pari passu with one another. The Company has fully and unconditionally guaranteed the obligations of each of Trusts I, II, and III with respect to the Capital Securities. The Company has the right, unless an Event of Default has occurred and is continuing, to defer payment of interest on the Capital Securities for up to ten consecutive semi-annual periods. The redemption prior to maturity of any of the Capital Securities may require the prior approval of the Federal Reserve and/or other regulatory bodies. 36 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (9) 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 at December 31, 2001, 2000, and 1999 is set forth in the following table: Income Shares Per-Share (Numerator) (Denominator) Amount (Dollars in Thousands, Except Per Share Amounts) December 31, 2001: Basic EPS Net income $ 83,342 26,460,845 $ 3.15 Potential dilutive common shares 485,045 Diluted EPS $ 83,342 26,945,890 $ 3.09 December 31, 2000: Basic EPS Net income $ 75,174 26,785,955 $ 2.81 Potential dilutive common shares 338,481 Diluted EPS $ 75,174 27,124,436 $ 2.77 December 31, 1999: Basic EPS Net income $ 66,248 27,285,620 $ 2.43 Potential dilutive common shares 475,176 Diluted EPS $ 66,248 27,760,796 $ 2.39 (10) 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 $2,084,490, $1,844,878 and $1,722,600 were charged to income for the years ended December 31, 2001, 2000, and 1999, respectively. 37 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (11) 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. 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, 2001 and 2000 are as follows: 2001 2000 (Dollars in Thousands) Loans: Commercial $ 228,610 $ 242,450 Others 44,428 35,669 273,038 278,119 Less allowance for possible loan losses (1,502) (1,831) Net loans $ 271,536 $ 276,288 Accrued interest receivable $ 1,282 $ 2,630 At December 31, 2001, the Company had $8,443,000 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 $22,389,000, $22,826,000 and $15,317,000 for the years ended December 31, 2001, 2000 and 1999, respectively. (12) 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: 2001 2000 1999 (Dollars in Thousands) Current U.S. $ 38,849 $ 25,702 $ 32,413 Foreign 70 123 102 Total current taxes 38,919 25,825 32,515 Deferred 2,802 7,592 4,372 Total income taxes $ 41,721 $ 33,417 $ 36,887 38 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) Total income tax expense differs from the amount computed by applying the U.S. Federal income tax rate of 35% for 2001, 2000 and 1999 to income before income taxes. The reasons for the differences for the years ended December 31 are as follows: 2001 2000 1999 (Dollars in Thousands) Computed expected tax expense $ 43,772 $ 38,007 $ 36,097 Change in taxes resulting from: Tax-exempt interest income (1,590) (1,596) (1,397) Leasing activities 1,239 (1,386) 3,193 Employee benefits (2,110) (1,994) (1,609) Other 410 386 603 Actual tax expense $ 41,721 $ 33,417 $ 36,887 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2001 and 2000 are reflected below: 2001 2000 (Dollars in Thousands) Deferred tax assets: Loans receivable, principally due to the allowance for possible loan losses $ 11,863 $ 10,144 Net unrealized loss on derivative instruments of equity method investee 2,641 - Other real estate owned 267 251 Accrued expenses - 42 Net unrealized losses on available for sale investment securities - 10,318 Other 348 236 Total deferred tax assets 15,119 20,991 Deferred tax liabilities: Net unrealized gains on available for sale investment securities (12,439) - Lease financing receivable (16,871) (12,951) Bank premises and equipment, principally due to differences in depreciation (2,822) (2,146) FHLB stock (4,433) (5,040) Other (1,234) (616) Total deferred tax liabilities (37,799) (20,753) Net deferred tax asset (liability) $ (22,680) $ 238 The net deferred tax liability of $22,680,000 at December 31, 2001 is included in other liabilities and the net deferred tax asset of $238,000 at December 31, 2000 is included in other assets in the consolidated statement of condition. 39 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The Company did not record a valuation allowance against deferred tax assets at December 31, 2001, 2000 and 1999 because management has concluded it is more likely than not the Company will have future taxable earnings in excess of future tax deductions. (13) Other Investments Included in other investments is the Company’s 20% investment in Aircraft Finance Trust (“AFT”), a special purpose business trust formed to acquire, finance, refinance, own, lease, sublease, sell and maintain aircraft. As of December 31, 2001 and 2000 the Company’s investment in AFT was $8,900,000 and $11,780,000, respectively. The Company accounts for the investment in AFT under the equity method of accounting. AFT uses interest rate swap derivatives to convert variable rate debt to fixed rate debt. The interest rate swap derivatives meet the SFAS No. 133 requirements for cash flow hedges and as such, the Company’s proportionate share of the change in the fair value of the interest rate swap derivatives is recorded in comprehensive income and accumulated comprehensive income. (14) 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 150,000 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. The schedule on the following page summarizes the pertinent information (adjusted for stock distributions) with regard to stock. 40 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) Option Price Options per share outstanding Balance at December 31, 1998 1,215,853 Terminated $ 5.46 – 30.25 (50,610) Granted 24.57 – 25.47 242,375 Exercised 5.46 – 30.25 (96,504) Balance at December 31, 1999 1,311,114 Terminated $ 12.00 – 34.40 (750) Granted 25.60 – 26.30 166,250 Exercised 12.59 – 24.18 (108,954) Balance at December 31, 2000 1,367,660 Terminated $ 10.06 (54,263) Granted 34.00 – 36.50 245,750 Exercised 10.48 – 27.52 (105,513) Balance at December 31, 2001 1,453,634 At December 31, 2001 and 2000, 732,012 and 531,004 options were exercisable, respectively, and as of December 31, 2001, 228,879 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, 2001: Options Outstanding Options Exercisable___ Weighted- Average Weighted- Weighted- Number Remaining Average Number Average Range of Outstanding Contractual Exercise Exercisable Exercise Exercise prices at 12/31/01 Life Price At 12/31/01 Price $ 10.06 194,541 1.5 years $ 10.06 194,541 $ 10.06 19.34 – 26.62 547,006 3.4 years 19.55 437,604 19.55 24.58 – 25.47 27,832 4.10 years 24.70 16,699 24.70 23.55 – 27.52 271,505 6.3 years 19.53 50,918 19.53 25.60 – 26.30 166,250 6.10 years 25.94 32,250 25.94 34.00 – 36.50 246,500 7.9 years 34.18 - 34.18 $ 10.06 – 36.50 1,453,634 732,012 The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the following pro forma disclosure required by SFAS No. 123. The fair values of options at date of grant was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2001 2000 1999 Expected life (years) 5 5 6 Interest rate 4.42% 5.81% 5.54% Volatility 31.14% 35.54% 33.68% 41 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The following schedule shows total net income as reported and the pro forma results: 2001 2000 1999 Net income As reported $ 83,342 $ 75,174 $ 66,248 Pro forma 81,145 73,199 64,478 Basic earnings As reported $ 3.15 $ 2.81 $ 2.43 Pro forma 3.07 2.73 2.36 Diluted earnings As reported $ 3.09 $ 2.77 $ 2.39 Pro forma 3.01 2.70 2.32 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. (15) 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, 2001, 2000 and 1999 and non-cancellable lease commitments at December 31, 2001 were not significant. Cash of approximately $43,671,000 and $28,480,000 at December 31, 2001 and 2000, respectively, was maintained to satisfy regulatory reserve requirements. The Company’s lead bank subsidiary has invested in partnerships which have 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 ninety-nine percent (99%) limited partnership interest. The IRS has issued a Notice of Proposed Adjustments to Affected Items of a Partnership to each of the partnerships for the lease financing transactions. Each of the partnerships has submitted a Protest contesting the adjustments. The IRS has issued a Notice of Final Partnership Administrative Adjustment (“FTPAA”) to one of the partnerships and on September 25, 2001 the Company filed a lawsuit contesting the FPAA. Prior to filing the lawsuit the Company was required to deposit the estimated tax due of approximately $4,083,000 with the IRS pursuant to the Internal Revenue Code. No reliable prediction can be made at this time as to the likely outcome of the lawsuit or the IRS proceedings regarding the other partnership. However, if the lawsuit and the IRS proceedings 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. Management has estimated the Company’s exposure in connection with these transactions and has reserved an appropriate amount based on the estimated exposure at December 31, 2001. Management intends to continue to evaluate the merits of each matter and make appropriate revisions to the reserve amount as deemed necessary. 42 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (16) Transactions with Related Parties In the ordinary course of business, the Corporation and its subsidiaries 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 $31,014,000 and $38,701,000 at December 31, 2001 and 2000, respectively. During 2001, $15,810,000 of new loans were made and repayments totaled $23,497,000. (17) Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk In the normal course of business, the bank subsidiaries are party to financial instruments with off-balance sheet 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 balance sheet. The contract amounts of these instruments reflect the extent of involvement the bank subsidiaries have in particular classes of financial instruments. At December 31, 2001, the following financial instruments, whose contract amounts represent credit risks, were outstanding: Commitments to extend credit $ 655,677,000 Credit card lines 33,058,000 Letters of credit 53,346,000 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-balance sheet 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. Letters of credit are written conditional commitments issued by the bank subsidiaries to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. 43 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The bank subsidiaries make commercial, real estate and consumer loans to customers principally located in Webb, Bexar, Hidalgo, Cameron, Starr and Zapata counties in 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. (18) 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, 2001, the aggregate amount legally available to be distributed to the Company from bank subsidiaries as dividends was approximately $81,000,000, assuming that each subsidiary bank continues to be classified as “well capitalized” pursuant to the applicable regulations. The restricted capital of the bank subsidiaries was approximately $438,694,000. The undivided profits of the bank subsidiaries was $179,533,000. 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-balance sheet 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, 2001, that the Company and each of the bank subsidiaries met all capital adequacy requirements to which it is subject. As of December 31, 2001, 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. 44 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2001 also presented in the following table: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio_ (greater (greater (greater (greater than or than or than or than or equal to) equal to) equal to) equal to) (Dollars in thousands) As of December 31, 2001: Total Capital (to Risk Weighted Assets): Consolidated $ 490,124 15.06 % $ 260,339 8.00 % $ 325,424 10.00 % International Bank of Commerce, Laredo 370,123 13.42 220,595 8.00 275,743 10.00 International Bank of Commerce, Brownsville 43,797 18.42 19,022 8.00 23,777 10.00 International Bank of Commerce, Zapata 20,291 28.66 5,665 8.00 7,081 10.00 Commerce Bank 22,180 12.96 13,694 8.00 17,117 10.00 Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 450,059 13.83 % $ 130,170 4.00 % $ 195,524 6.00 % International Bank of Commerce, Laredo 336,486 12.20 110,297 4.00 165,446 6.00 International Bank of Commerce, Brownsville 40,822 17.17 9,511 4.00 14,266 6.00 International Bank of Commerce, Zapata 19,737 27.88 2,832 4.00 4,249 6.00 Commerce Bank 20,034 11.70 6,847 4.00 10,270 6.00 Tier 1 Capital (to Average Assets): Consolidated $ 450,059 6.67 % $ 270,032 4.00 % $ 337,540 5.00 % International Bank of Commerce, Laredo 336,486 7.00 192,178 4.00 240,223 5.00 International Bank of Commerce, Brownsville 40,822 8.15 20,037 4.00 25,046 5.00 International Bank of Commerce, Zapata 19,737 9.72 8,126 4.00 10,158 5.00 Commerce Bank 20,034 8.33 9,624 4.00 12,030 5.00 45 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2000 are also presented in the following table: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio_ (greater (greater (greater (greater than or than or than or than or equal to) equal to) equal to) equal to) (Dollars in thousands) As of December 31, 2000: Total Capital (to Risk Weighted Assets): Consolidated $ 412,080 14.29 % $ 230,631 8.00 % $ 288,288 10.00 % International Bank of Commerce, Laredo 310,379 12.51 198,414 8.00 248,018 10.00 International Bank of Commerce, Brownsville 44,738 19.32 18,522 8.00 23,153 10.00 International Bank of Commerce, Zapata 16,846 25.96 5,192 8.00 6,490 10.00 Commerce Bank 19,736 19.98 7,902 8.00 9,877 10.00 Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 381,260 13.23 % $ 115,315 4.00 % $ 172,973 6.00 % International Bank of Commerce, Laredo 283,885 11.45 99,207 4.00 148,811 6.00 International Bank of Commerce, Brownsville 42,333 18.28 9,261 4.00 13,892 6.00 International Bank of Commerce, Zapata 16,279 25.08 2,596 4.00 3,894 6.00 Commerce Bank 18,500 18.73 3,951 4.00 5,926 6.00 Tier 1 Capital (to Average Assets): Consolidated $ 381,260 6.54 % $ 233,028 4.00 % $ 291,286 5.00 % International Bank of Commerce, Laredo 283,885 5.86 193,687 4.00 242,109 5.00 International Bank of Commerce, Brownsville 42,333 8.01 21,152 4.00 26,440 5.00 International Bank of Commerce, Zapata 16,279 7.05 9,235 4.00 11,544 5.00 Commerce Bank 18,500 7.49 9,878 4.00 12,347 5.00 (19) Fair Value of Financial Instruments The fair value estimates, methods, and assumptions for the Company's financial instruments at December 31, 2001 and 2000 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. 46 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) 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, 2001 and 2000, the carrying amount of fixed rate performing loans was $1,406,367,000 and $789,028,000 respectively, and the estimated fair value was $1,406,633,000 and $788,619,000, 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, 2001 and 2000, 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, 2001 and 2000. 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, 2001 and 2000, the carrying amount of time deposits was $2,424,673,000 and $2,257,023,000, respectively, and the estimated fair value was $2,395,652,000 and $2,259,960,000, respectively. Securities Sold Under Repurchase Agreements, Other Borrowed Funds and Subordinated Debt Due to the contractual terms of these financial instruments, the carrying amounts approximated fair value at December 31, 2001 and 2000. 47 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) 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-balance sheet 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. 48 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (20) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Condition (Parent Company Only) December 31, 2001 and 2000 (Dollars in Thousands) ASSETS 2001 2000 Cash $ 551 $ 733 Repurchase Agreements 2,600 - Other investments 6,654 5,788 Notes receivable 30,683 35,381 Investment in subsidiaries 518,263 369,217 Other assets _8,417 6,270 Total assets 567,168 417,389 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Due to IBC Trusts (Subordinated Debentures) 68,000 - Due to IBC Trading 21 21 Due to IBC Capital Trust 28 - Other liabilities 2,091 476 Total liabilities 70,140 497 Shareholders' equity: Common shares 33,214 26,481 Surplus 27,564 25,933 Retained earnings 490,328 434,796 Accumulated other comprehensive income (loss) 18,221 (19,163) 569,327 468,047 Less cost of shares in treasury (72,299) (51,155) Total shareholders' equity 497,028 416,892 Total liabilities and shareholders' equity $ 567,168 $ 417,389 49 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (21) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Income (Parent Company Only) Years ended December 31, 2001, 2000 and 1999 (Dollars in Thousands) 2001 2000 1999 Income: Dividends from subsidiaries $ 88,245 $ 22,000 $ 30,500 Interest income on notes receivable 2,985 3,771 4,463 Interest income on investments 899 399 506 Other interest income 310 321 343 Gain on sale of other securities - 386 - Other 3,097 904 1,316 Total income 95,536 27,781 37,128 Expenses: Interest Expense (Debentures) 2,014 - - Other 967 476 382 Total expenses 2,981 476 382 Income before federal income taxes and equity in undistributed net income of subsidiaries 92,555 27,305 36,746 Federal income tax expense 578 663 873 Income before equity in undistributed net income of subsidiaries 91,977 26,642 35,873 Equity in undistributed (dividends in excess of) net income of subsidiaries (8,635) 48,532 30,375 Net income $ 83,342 $ 75,174 $ 66,248 50 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements-(Continued) (22) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Cash Flows (Parent Company Only) Years ended December 31, 2001, 2000 and 1999 (Dollars in Thousands) 2001 2000 1999 Operating activities: Net income $ 83,342 $ 75,174 $ 66,248 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of other investments - (386) - Increase (decrease) in other liabilities 1,643 462 (678) Equity in undistributed net income of subsidiaries 8,635 (48,532) (30,375) Net cash provided by operating activities 93,620 26,718 35,195 Investing activities: Contributions to subsidiaries (119,157) (10,494) (10,965) Purchase of repurchase agreement with banks (2,600) - (2,500) Proceeds from repurchase agreement with banks - - 4,100 Proceeds from sales of available for sale securities - 1,404 - Purchase of available for sale other securities (5,000) - - Principal collected on mortgage-backed securities 3,223 1,426 2,087 Net decrease in notes receivable 4,698 6,993 7,551 Decrease in other assets (2,377) 3,926 2,048 Net cash provided by (used in) investing activities (121,213) 3,255 2,321 Financing activities: Proceeds from issuance of subordinated debentures 68,000 - - Proceeds from stock transactions 1,736 1,992 1,898 Payments of cash dividends (21,158) (21,016) (17,102) Payments of cash dividends in lieu of fractional shares (24) (24) (26) Purchase of treasury stock (21,143) (10,419) (22,156) Net cash provided by (used in) financing Activities 27,411 (29,467) (37,386) Increase (decrease) in cash and cash equivalents (182) 506 130 Cash at beginning of year 733 227 97 Cash at end of year $ 551 $ 733 $ 227 51 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Quarterly Income Statements (Dollars in Thousands, Except Per Share Amounts) (Unaudited) Fourth Third Second First Quarter Quarter Quarter Quarter 2001_____________________________________________________________________________________________ Interest income $ 88,155 $ 93,748 $101,936 $109,572 Interest expense 37,075 45,817 54,882 63,034 Net interest income 51,080 47,931 47,054 46,538 Provision for possible loan losses 2,114 1,962 2,428 2,127 Non-interest income 18,772 20,196 18,810 18,754 Non-interest expense 37,199 33,928 33,488 30,826 Income before income taxes 30,539 32,237 29,948 32,339 Income taxes 10,146 10,793 10,048 10,734 Net income $ 20,393 $ 21,444 $ 19,900 $ 21,605 Per common share: Basic $ .78 $ .81 $ .75 $ 1.01 Diluted $ .76 $ .80 $ .73 $ 1.00 ________________________________________________________________________________ 2000_____________________________________________________________________________________________ Interest income $111,167 $108,115 $104,993 $ 97,352 Interest expense 69,108 66,106 60,546 55,996 Net interest income 42,059 42,009 44,447 41,356 Provision for possible loan losses 1,734 1,756 1,758 1,576 Non-interest income 13,760 15,634 14,888 13,219 Non-interest expense 31,455 28,655 26,730 25,117 Income before income taxes 22,630 27,232 30,847 27,882 Income taxes 6,463 8,492 9,760 8,702 Net income $ 16,167 $ 18,740 $ 21,087 $ 19,180 Per common share: Basic $ .61 $ .70 $ .79 $ .89 Diluted $ .60 $ .69 $ .78 $ .89 ________________________________________________________________________________ 52 INTERNATIONAL BANCSHARES CORPORATION OFFICERS AND DIRECTORS OFFICERS DIRECTORS DENNIS E. NIXON DENNIS E. NIXON Chairman of the Board and President President International Bank of Commerce R. DAVID GUERRA R. DAVID GUERRA Vice President President International Bank of Commerce EDUARDO J. FARIAS Branch in McAllen, Texas Vice President LEONARDO SALINAS RICHARD CAPPS Investments Vice President LESTER AVIGAEL IMELDA NAVARRO Retail Merchant Treasurer Chairman of the Board International Bank of Commerce WILLIAM CUELLAR Auditor IRVING GREENBLUM Retail Merchant LUISA D. BENAVIDES Secretary RICHARD E. HAYNES Attorney at Law MARISA V. SANTOS Real Estate Investments Assistant Secretary SIOMA NEIMAN International Entrepreneur PEGGY J. NEWMAN Investments DANIEL B. HASTINGS, JR. Licensed U.S. Custom Broker President Daniel B. Hastings, Inc. Chairman of the Board Sanchez Oil & Gas Corporation; Investments ANTONIO R. SANCHEZ, JR. 53 

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