UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| (Mark One) | |
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2004 |
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or |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
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Commission file number 1-12897
PROVIDIAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-2933952 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
201 Mission Street, San Francisco, CA |
94105 |
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| (Address of principal executive offices) | (Zip Code) | |
(415) 543-0404 Registrant's telephone number, including area code |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered |
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|---|---|---|
| Common Stock, $.01 par value | New York Stock Exchange Pacific Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o
As of June 30, 2004, the aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant was $4,222,048,152, calculated by reference to the price at which the registrant's Common Stock was last sold on that day, as reported on the New York Stock Exchange. For purposes of such calculation, shares owned by directors and executive officers of the registrant have been treated as owned by affiliates of the registrant, although such treatment is not an admission of affiliate status of any such person.
As of February 28, 2005, 293,981,798 shares of the registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to stockholders for the year ended December 31, 2004 are incorporated by reference into Parts I, II and IV of this Report. Portions of the registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 5, 2005 (filed pursuant to Regulation 14A) are incorporated by reference into Part III of this Report.
PROVIDIAN FINANCIAL CORPORATION
2004 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | ||||
ITEM 1 |
Business |
1 |
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Executive Officers of the Registrant |
2 |
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ITEM 2 |
Properties |
3 |
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ITEM 3 |
Legal Proceedings |
3 |
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ITEM 4 |
Submission of Matters to a Vote of Security Holders |
3 |
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PART II |
||||
ITEM 5 |
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
4 |
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ITEM 6 |
Selected Financial Data |
4 |
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ITEM 7 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
5 |
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ITEM 7A |
Quantitative and Qualitative Disclosures about Market Risk |
5 |
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ITEM 8 |
Financial Statements and Supplementary Data |
5 |
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ITEM 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
5 |
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ITEM 9A |
Controls and Procedures |
5 |
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ITEM 9B |
Other Information |
6 |
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PART III |
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ITEM 10 |
Directors and Executive Officers of the Registrant |
6 |
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ITEM 11 |
Executive Compensation |
6 |
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ITEM 12 |
Security Ownership of Certain Beneficial Owners and Management |
6 |
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ITEM 13 |
Certain Relationships and Related Transactions |
7 |
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ITEM 14 |
Principal Accounting Fees and Services |
7 |
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PART IV |
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ITEM 15 |
Exhibits, Financial Statement Schedules |
8 |
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Signatures |
14 |
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Information concerning the general development of the registrant's business is incorporated by reference to the information under the captions "Description of Our Business," on pages 2 through 5, and "Regulatory Matters," on pages 6 through 13, of the registrant's Annual Report to stockholders for the year ended December 31, 2004. Information concerning revenues for external customers, a measure of profit or loss and total assets for each of the last three years for each segment is incorporated by reference to the consolidated financial statements of Providian Financial Corporation and subsidiaries, including the notes thereto, included on pages F-1 through F-55 the registrant's Annual Report to stockholders for the year ended December 31, 2004.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. We also make written or oral forward-looking statements in our periodic reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K, in our proxy statements, in our offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Forward-looking statements include, without limitation: expressions of the "belief," "anticipation," or "expectations" of management; statements as to industry trends or future results of operations of the registrant and its subsidiaries; and other statements that are not historical fact. Forward-looking statements are based on certain assumptions by management and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, competitive pressures; factors that affect liquidity, delinquency rates, credit loss rates and charge-off rates; general economic conditions; consumer loan portfolio growth; changes in the cost and/or availability of funding due to changes in the deposit, credit or securitization markets; changes in the way the registrant is perceived in such markets and/or conditions relating to existing or future financing commitments; the effect of government policy and regulation, whether of general applicability or specific to the registrant, including restrictions and/or limitations relating to the registrant's minimum capital requirements, deposit-taking abilities, reserving methodologies, dividend policies and payments, growth, and/or underwriting criteria; year-end adjustments; changes in accounting rules, policies, or assumptions or in the interpretation or application of such rules, policies, or assumptions; changes to or the restatement of prior period financial statements or results as the result of accounting errors or other circumstances; the success of product development efforts; legal and regulatory proceedings, including the impact of ongoing litigation; interest rates; one-time charges; extraordinary items; the ability to recruit or replace key personnel; and the impact of existing, modified, or new strategic initiatives. These and other risks and uncertainties are described under the heading "Risk Factors" in the registrant's Annual Report to stockholders for the year ended December 31, 2004, which "Risk Factors" are hereby incorporated by reference, and are also described in other parts of such Annual Report, including "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Readers are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the date thereof. The registrant undertakes no obligation to update any forward-looking statements.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant and information regarding their positions and business experiences are as follows:
Joseph W. Saunders Age: 59 |
President and Chief Executive Officer since November 2001 and Chairman since May 2002. Mr. Saunders was Chairman and Chief Executive Officer of Fleet Credit Card LLC from 1997 to November 2001. Prior to that, he was head of the credit card operations at Household Credit Services and held various executive positions at Household International, Inc. over a 12-year period. Mr. Saunders is a member of the Board of Directors of Visa U.S.A., Inc. |
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John Botcheller Age: 55 |
Executive Vice President, Finance since July 2003, responsible for controllership activities and corporate planning. Mr. Botcheller was the Chief Financial Executive of Woori Bank, a commercial bank in Korea, from June 2000 to March 2003. Prior to that, he was corporate controller at Aetna International, Inc. from 1998 to 2000. |
|
Chaomei Chen Age: 46 |
Vice Chairman, Credit and Collections, and Chief Credit Officer from October 2004 and Vice Chairman, Credit and Collections, from August 2002 to October 2004. From June 1998 to August 2002, Ms. Chen was Executive Vice President at Fleet Credit Card Services, responsible for credit risk management, credit policy, collections, and fraud operations; and from May 1996 to June 1998, she was Senior Vice President at PNC National Bank in Delaware, responsible for risk management, credit policy, and credit operations. |
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Susan Gleason Age: 57 |
Vice Chairman, Operations and Enterprise Technology since May 2004 and Vice Chairman, Operations and Technology from January 2002 to May 2004. Ms. Gleason was Executive Vice President, Operations and Information Technology at Fleet Credit Card Services from 1998 to January 2002. From 1985 to 1998, she held various executive positions at Household Credit Services, with responsibility in the areas of operations, information technology, human relations, facilities and security. |
|
Richard A. Leweke Age: 51 |
Vice Chairman and Chief Human Resources Officer since March 2003. Mr. Leweke joined Providian in January 2003 as Executive Vice President, Compensation and Benefits. Prior to joining Providian, he spent 11 years at California Federal Bank, where he served in a number of capacities, most recently as Executive Vice President, Director, Human Resources and Administrative Services, from 1997 to January 2003. |
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Ellen Richey Age: 56 |
Vice Chairman, Enterprise Risk Management, Chief Legal Officer and Corporate Secretary since October 2004. Ms. Richey has been a Vice Chairman since October 1999 and corporate secretary since January 1995. She was also General Counsel from October 1999 to July 2004, when she became Chief Legal Officer, and Vice Chairman, Enterprise Risk Management from March 2003 to July 2004. From July to October 2004, Ms. Richey was also Chief Enterprise Risk Officer. |
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2
Anthony Vuoto Age: 53 |
Vice Chairman and Chief Financial Officer since April 2002. From April 2001 to April 2002, Mr. Vuoto was an independent consultant, and from February 2000 to April 2001, he was President and Chief Operating Officer, First USA Bank. From August 1999 to February 2000, he was President, Bank One Consumer Lending Division. He was Director, Distribution and Sales at Citibank Germany from February 1998 to August 1999; and he was General Manager, Credit Cards, at Citibank Germany from February 1996 to February 1998. |
|
Warren Wilcox Age: 46 |
Vice Chairman, Planning and Marketing since May 2004 and Vice Chairman, Marketing and Strategic Planning from January 2002 to May 2004. From 1998 to 2001, Mr. Wilcox was Executive Vice President, Planning and Development at Fleet Credit Card Services. From 1994 to 1998, he was Executive Director, Planning and Marketing at Household Credit Services. From 1993 to 1994, Mr. Wilcox was an executive at Fair, Isaac & Co. (now Fair Isaac Corporation), with responsibilities in certain new business development activities. |
Information concerning the registrant's properties is incorporated by reference to the information under the caption "Properties," on page 26 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
Information concerning material pending legal proceedings to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject is incorporated by reference to the information under the caption "Legal Proceedings," on pages 27 through 29 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
3
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Information concerning the market for the registrant's common equity and related stockholder matters is incorporated by reference to the information under the caption "Common Stock Price Ranges and Dividends," on page 31 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
The Company currently has no share repurchase programs in place. The following table sets forth information, on a monthly basis during the fourth quarter of 2004, regarding the Company's acquisition of its Common Stock in connection with shares withheld to cover tax withholding requirements related to the vesting of restricted stock:
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares That May Yet Be Purchased |
||||
|---|---|---|---|---|---|---|---|---|
| October 1-31 | 0 | N/A | N/A | N/A | ||||
| November 1-30 | 0 | N/A | N/A | N/A | ||||
| December 1-31 | 0 | N/A | N/A | N/A |
ITEM 6. SELECTED FINANCIAL DATA
Information concerning selected financial data is incorporated by reference to the information under the caption "Selected Financial Data," on pages 32 and 33 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information concerning management's discussion and analysis of financial condition and results of operations is incorporated by reference to the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," on pages 34 through 76 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning quantitative and qualitative disclosures about market risk is incorporated by reference to the information under the caption "Interest Rate Sensitivity," on pages 64 through 66 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information concerning financial statements and supplementary data is incorporated by reference to the information under the captions "Consolidated Statements of Financial Condition," on page F-1; "Consolidated Statements of Income," on page F-2; "Consolidated Statements of Changes in Shareholders' Equity," on page F-3; "Consolidated Statements of Cash Flows," on page F-4; "Notes to Consolidated Financial Statements," on pages F-5 through F-55; "Report of Independent Registered Public Accounting Firm," on page F-57; and "Quarterly and Common Stock Data," on page 30; of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The registrant's management, with the participation of the registrant's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the registrant's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report and, based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, due to the circumstances leading to the restatement of certain prior period financial statements referred to below, as of December 31, 2004, the registrant's disclosure controls and procedures were not effective to ensure that information required to be disclosed by the registrant in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. As described in the report of management on the registrant's internal control over financial reporting, the registrant has restated its financial statements for the years ended December 31, 2000 through 2003, for the quarters ended March 31, June 30, September 30, and December 31, 2003, and for the quarters ended March 31, June 30, and September 30, 2004, due to certain errors that occurred in 2000, 2001 and 2002 that were identified in February 2005.
Because the factors leading to the restatement have been addressed and the affected prior period financial statements have been restated (see the information under the caption "Supplementary Information to Management's Report on Internal Control Over Financial Reporting" described below), management believes that the disclosure control deficiencies have been addressed.
The report of management on the registrant's internal control over financial reporting and the independent registered public accounting firm's report on management's assessment of the registrant's internal control over financial reporting are incorporated by reference to the information under the
5
captions "Management's Report on Internal Control over Financial Reporting" and "Report of Independent Registered Public Accounting Firm" beginning on pages 77 and 80 of the registrant's Annual Report to stockholders for the year ended December 31, 2004.
The registrant has taken certain corrective actions to address the material weakness described in the report of management on internal control over financial reporting, including a change in the registrant's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred commencing in the registrant's fourth fiscal quarter and has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. These corrective actions are described in the information on page 79 of the registrant's Annual Report to stockholders for the year ended December 31, 2004, under the caption "Supplementary Information to Management's Report on Internal Control Over Financial Reporting," which is incorporated herein by reference.
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning executive officers of the registrant may be found under the caption "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K.
Information concerning directors, including disclosures regarding the registrant's audit committee financial experts, and compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information under the captions "Election of Directors," "Corporate Governance and Board Matters," and "Section 16(a) Beneficial Ownership Reporting Compliance" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
Information concerning the registrant's code of ethics is incorporated by reference to the information under the caption "Corporate Governance and Board Matters" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated by reference to the information under the captions "Directors' Compensation and Stock Ownership Guidelines," "Executive Compensation and Other Information," "Option Grants," "Option Exercises and Holdings," "Executive Employment and Change in Control Agreements," "Certain Relationships and Related Transactions," "Compensation Committee Interlocks and Insider Participation," and "Human Resources and Compensation Committee Executive Compensation Report" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
ITEM l2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and management is incorporated by reference to the information under the captions "Security Ownership of Certain Beneficial Owners and Management" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
Certain information concerning the registrant's equity compensation plans is incorporated by reference to the information under the caption "Equity Compensation Plan Information" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
6
The material terms of each compensation plan under which equity securities of the registrant are authorized for issuance that was adopted without the approval of security holders are described in Note 24 to Consolidated Financial Statements in the registrant's Annual Report to stockholders for the year ended December 31, 2004, which is incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is incorporated by reference to the information under the captions "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning fees and services provided by Ernst & Young LLP, the registrant's principal accountant, is incorporated by reference to the information provided under the caption "Auditor Fees" in the registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| |
Page |
|
|---|---|---|
| Consolidated Statements of Financial Condition December 31, 2004 and 2003 |
F-1 | |
Consolidated Statements of Income Years Ended December 31, 2004, 2003 and 2002 |
F-2 |
|
Consolidated Statements of Changes in Shareholders' Equity Years Ended December 31, 2004, 2003 and 2002 |
F-3 |
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Consolidated Statements of Cash Flows Years Ended December 31, 2004, 2003 and 2002 |
F-4 |
|
Notes to Consolidated Financial Statements |
F-5 to F-55 |
|
Report of Independent Auditors |
F-57 |
None.
The following exhibits are incorporated by reference or filed herewith. References to the 1997 Form 10 are to the registrant's Registration Statement on Form 10 effective April 18, 1997.
| Exhibit Number |
Description of Exhibit |
|
|---|---|---|
2 |
Agreement and Plan of Distribution, dated as of December 28, 1996, between Providian Corporation and the registrant (incorporated by reference to Exhibit 2.1 to the 1997 Form 10). |
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3.1 |
Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's quarterly report on Form 10 -Q for the quarter ended June 30, 1997 (Commission File No. 1-12897)), as amended by Certificate of Amendment to the registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1999 (Commission File No. 1-12897)). |
|
3.2 |
Amended and Restated By-Laws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2001 (Commission File No. 1-12897)). |
|
4.1 |
Rights Agreement, dated as of June 1, 1997, between the registrant and First Chicago Trust Company of New York (incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1997), as amended by Amendment No. 1 to Rights Agreement dated February 17, 1999 (incorporated by reference to Exhibit 4 to the registrant's report on Form 8-K filed on March 26, 1999 (Commission File No. 1-12897)). |
|
8
4.2 |
Certificate of Designation of Series A Junior Participating Preferred Stock, dated June 1, 1997 (incorporated by reference to Exhibit 4.1 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1997 (Commission File No. 1-12897)). |
|
4.3 |
Certificate of Trust of Providian Capital I, dated as of January 21, 1997 (incorporated by reference to Exhibit 4.3 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (Commission File No. 1-12897)). |
|
4.4 |
Amended and Restated Trust Agreement, dated as of February 4, 1997, among the registrant, as Depositor, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee (incorporated by reference to Exhibit 4.4 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (Commission File No. 1-12897)). |
|
4.5 |
Junior Subordinated Indenture, dated as of February 4, 1997, between the registrant and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.5 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (Commission File No. 1-12897)). |
|
4.6 |
Guarantee Agreement, dated as of February 4, 1997, between the registrant, as Guarantor, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (Commission File No. 1-12897)). |
|
4.7.1 |
Senior Indenture, dated as of May 1, 1999, between the registrant and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.25 to the registrant's Current Report on Form 8-K filed May 19, 1999 (Commission File No. 1-12897)). |
|
4.7.2 |
First Supplemental Indenture, dated as of August 23, 2000, between the registrant and Bank One Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed August 23, 2000 (Commission File No. 1-12897)). |
|
4.7.3 |
Form of the registrant's 3.25% Convertible Senior Note due August 15, 2004 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed August 23, 2000 (Commission File No. 1-12897) ). |
|
4.7.4 |
Second Supplemental Indenture, dated as of February 15, 2001, between the registrant and Bank One Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed February 22, 2001 (Commission File No. 1-12897)). |
|
4.7.5 |
Form of the registrant's Zero Coupon Convertible Note due February 15, 2021 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed February 22, 2001 (Commission File No. 1-12897) ). |
|
4.7.6 |
Third Supplemental Indenture, dated as of May 27, 2003, between the registrant and Bank One Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed May 30, 2003 (Commission File No. 1-12897)). |
|
4.7.7 |
Form of the registrant's 4.00% Convertible Senior Note due May 15, 2008 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed May 30, 2003 (Commission File No. 1-12897)). |
|
9
4.7.8 |
Fourth Supplemental Indenture, dated as of March 19, 2004, between the registrant and J.P. Morgan Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed March 19, 2004 (Commission File No. 1-12897)). |
|
4.7.9 |
Form of the registrant's 2.75% Convertible Cash to Accreting Senior Note due March 15, 2016 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed March 19, 2004 (Commission File No. 1-12897)). |
|
4.8 |
Subordinated Indenture, dated as of May 1, 1999, between the registrant and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.26 to the registrant's Current Report on Form 8-K filed May 19, 1999 (Commission File No. 1-12897)). |
|
10.1* |
Executive Employment Agreement, dated as of November 25, 2001, between the registrant and Joseph W. Saunders (incorporated by reference to Exhibit 10.18 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2001 (Commission File No. 1-12897); First Amendment to Executive Employment Agreement, dated as of July 27, 2004 (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed October 25, 2004 (Commission File No. 1-12897); and Second Amendment to Executive Employment Agreement, dated as of October 19, 2004 (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed October 25, 2004 (Commission File No. 1-12897)). |
|
10.2* |
Form of Change of Control Employment Agreement, as entered into between the registrant and certain executive officers of the registrant, and a schedule of the executive officers of the registrant having such an agreement with the registrant, indicating the differences from the form of agreement filed (as permitted by Instruction 2 to Item 601 of Regulation S-K) (incorporated by reference to Exhibit 10.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2003 (Commission File No. 1-12897)). |
|
10.3* |
Providian Financial Corporation 1997 Stock Option Plan (incorporated by reference to Exhibit 99.1 to the registrant's Registration Statement on Form S-8, File Number 333-28767); and Providian Financial Corporation 1997 Stock Option Plan UK Sub-Plan and First Amendment to Providian Financial Corporation 1997 Stock Option Plan (as amended and restated June 4, 1997), adopted May 11, 1999 (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (Commission File No. 1-12897)). |
|
10.4* |
Providian Financial Corporation Stock Ownership Plan, as amended and restated June 23, 1998 (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (Commission File No. 1-12897)) and Appendixes A and B to Providian Financial Corporation Stock Ownership Plan, as amended on October 21, 1998 (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (Commission File No. 1-12897)); and Providian Financial Corporation Stock Ownership Plan UK Sub-Plan and First Amendment to the Providian Financial Corporation Stock Ownership Plan (as amended and restated June 23, 1998), adopted May 11, 1999 (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (Commission File No. 1-12897) ). |
|
10
10.5* |
Providian Financial Corporation Amended and Restated 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (Commission File No. 1-12897)); and Amendment No. 1 to 2000 Stock Incentive Plan adopted as of May 30, 2003. |
|
10.5.1* |
Form of Stock Grant under Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and certain non-employee directors of the registrant with respect to restricted and unrestricted shares of Common Stock of the registrant in connection with the directors' retainer fees (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed September 2, 2004 (Commission File No. 1-12897)). |
|
10.5.2* |
Form of Restricted Stock Grant Agreement under the Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and non-employee directors of the registrant (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (Commission File No. 1-12897)). |
|
10.5.3* |
Form of Non-Qualified Stock Option Award under the Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and non-employee directors of the registrant (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (Commission File No. 1-12897)). |
|
10.5.4* |
Form of Restricted Stock Grant Agreement under the Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and officers of the registrant (incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (Commission File No. 1-12897)). |
|
10.5.5* |
Form of Non-Qualified Stock Option Award under the Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and officers of the registrant (incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (Commission File No. 1-12897)). |
|
10.5.6* |
Form of CEO Non-Qualified Stock Option Award under the Providian Financial Corporation 2000 Stock Incentive Plan between the registrant and the Chief Executive Officer of the registrant (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed January 31, 2005 (Commission File No. 1-12897)). |
|
10.5.7* |
Restricted Stock Award Description, dated November 25, 2001; Restricted Stock Award Description, dated January 2, 2002; Amendment to Restricted Stock Award Description, dated November 7, 2003; and Second Amendment to Restricted Stock Award Description, dated October 19, 2004, between the Company and Joseph W. Saunders (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed October 25, 2004 (Commission File No. 1-12897)). |
|
10.5.8* |
Providian Financial Corporation 2000 Stock Incentive Plan Restricted Stock Grant Agreement dated October 19, 2004, evidencing the award of 20,000 shares of restricted stock to Joseph W. Saunders (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed October 25, 2004 (Commission File No. 1-12897)). |
|
10.6* |
Providian Financial Corporation Management Incentive Plan (incorporated by reference to the form of such Management Incentive Plan filed as Exhibit 10.4 to the 1997 Form 10); Providian Financial Corporation Amended and Restated 2000 Management Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (Commission File No. 1-12897)); and Providian Financial Corporation Management Incentive Plan (Amended and Restated as of March 14, 2005). |
|
11
10.6.1* |
Description of 2005 cash bonus program dated January 25, 2005 (incorporated by reference to Item 1.01 of the registrant's Current Report on Form 8-K filed January 31, 2005 (Commission File No. 1-12897). |
|
10.7* |
Providian Financial Corporation Deferred Compensation Plan for Senior Executives and Directors, as amended and restated effective April 1, 1999 (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (Commission File No. 1-12897)); and 2005 Amendment to the Providian Financial Corporation Deferred Compensation Plan for Senior Executives and Directors (as amended and restated effective April 1, 1999), effective as of January 1, 2005. |
|
10.8* |
Providian Financial Corporation 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 1997 (Commission File No. 1-12897)) ; and Providian Financial Corporation 1997 Employee Stock Purchase Plan UK Sub-Plan and First Amendment to the Providian Financial Corporation 1997 Employee Stock Purchase Plan, adopted June 29, 1999 (incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (Commission File No. 1-12897)). |
|
10.9* |
Providian Financial Corporation 1999 Non-Officer Equity Incentive Plan adopted May 11, 1999 (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (Commission File No. 1-12897)), as supplemented and amended by UK Sub-Plan and First Amendment as adopted on June 29, 1999 and as amended by Amendment No. 2 dated September 27, 2001 (incorporated by reference to Exhibit 10.9 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2001 (Commission File No. 1-12897)). |
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10.10* |
Providian Financial Corporation Non-Qualified Supplemental Defined Contribution Plan (As Amended and Restated Effective June 11, 1997); and 2005 Amendment to the Providian Financial Corporation Non-Qualified Defined Contribution Plan (As Amended and Restated Effective June 11, 1997), effective as of January 1, 2005. |
|
10.11* |
Form of Retention Bonus Agreement, as entered into between the registrant and certain executive officers of the registrant, and a schedule of the executive officers of the registrant having such an agreement with the registrant, indicating the differences from the form of agreement filed (as permitted by Instruction 2 to Item 601 of Regulation S-K) (incorporated by reference to Exhibit 10.19 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2001 (Commission File No. 1-12897)). |
|
10.12 |
Tax Disaffiliation Agreement, dated as of June 10, 1997, between Providian Corporation and the registrant (incorporated by reference to the form of such agreement filed as Exhibit 2.7 to the 1997 Form 10). |
|
10. 13 |
Distribution Agreement, dated as of May 14, 1999, between the registrant and the Agents named therein (incorporated by reference to Exhibit 1.3 to the registrant's Current Report on Form 8-K filed May 19, 1999 (Commission File No. 1-12897)). |
|
10.14 |
Agreement by and between Providian National Bank, Tilton, New Hampshire and The Office of the Comptroller of the Currency, dated November 21, 2001 (incorporated by reference to Exhibit 99.2 to the registrant's Current Report on Form 8-K filed November 29, 2001 (Commission File No. 1-12897)). |
|
11 |
Computation of Earnings Per Share (included in Exhibit 13). |
|
12
12 |
Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. |
|
13 |
Portions incorporated herein of the Annual Report to stockholders for the year ended December 31, 2004. |
|
21 |
Subsidiaries of the registrant. |
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23 |
Consent of independent auditors. |
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31.1 |
Section 302 Certification of Chief Executive Officer. |
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31.2 |
Section 302 Certification of Chief Financial Officer. |
|
32 |
Section 906 Certification of Chief Executive Officer and Chief Financial Officer. |
13
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
| PROVIDIAN FINANCIAL CORPORATION | |||
Date: March 31, 2005 |
By |
/s/ JOSEPH W. SAUNDERS Joseph W. Saunders Chairman, President and Chief Executive Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ JOSEPH W. SAUNDERS Joseph W. Saunders |
Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director | March 31, 2005 | ||
/s/ ANTHONY F. VUOTO Anthony F. Vuoto |
Vice Chairman and Chief Financial Officer (Principal Financial Officer) |
March 31, 2005 |
||
/s/ DANIEL SANFORD Daniel Sanford |
Executive Vice President and Controller (Principal Accounting Officer) |
March 31, 2005 |
||
/s/ JOHN L. DOUGLAS John L. Douglas |
Director |
March 31, 2005 |
||
/s/ RICHARD D. FIELD Richard D. Field |
Director |
March 31, 2005 |
||
/s/ J. DAVID GRISSOM J. David Grissom |
Director |
March 31, 2005 |
||
/s/ ROBERT J. HIGGINS Robert J. Higgins |
Director |
March 31, 2005 |
||
14
/s/ JAMES P. HOLDCROFT, JR. James P. Holdcroft, Jr. |
Director |
March 31, 2005 |
||
/s/ F. WARREN MCFARLAN F. Warren McFarlan |
Director |
March 31, 2005 |
||
/s/ RUTH M. OWADES Ruth M. Owades |
Director |
March 31, 2005 |
||
/s/ FRANCESCA RUIZ DE LUZURIAGA Francesca Ruiz de Luzuriaga |
Director |
March 31, 2005 |
||
/s/ JANE A. TRUELOVE Jane A. Truelove |
Director |
March 31, 2005 |
15