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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 10-Q

 

(Mark One)

 

ý   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2004

 

or

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

 

Commission File Number 1-10521

 


 

CITY NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

95-2568550

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

City National Center
400 North Roxbury Drive, Beverly Hills, California    90210

(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code (310) 888-6000

 

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

 

YES  ý

NO  o

 

Number of shares of common stock outstanding at October 31, 2004:  49,180,631

 

 



 

PART 1 - FINANCIAL INFORMATON

ITEM 1. FINANCIAL STATEMENTS

 

CITY NATIONAL CORPORATION

CONSOLIDATED BALANCE SHEET

(Unaudited)

 

Dollars in thousands, except per share amounts

 

September 30,
2004

 

December 31,
2003

 

September 30,
2003

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

 

$

410,694

 

$

461,443

 

$

497,392

 

Federal funds sold

 

890,000

 

240,000

 

717,200

 

Due from banks - interest bearing

 

37,890

 

405,747

 

33,646

 

Securities available-for-sale - cost $3,775,384; $3,350,632 and $3,381,676 at September 30, 2004, December 31, 2003 and September 30, 2003, respectively

 

3,780,750

 

3,365,654

 

3,409,374

 

Trading account securities

 

49,752

 

91,535

 

58,378

 

Loans

 

8,174,137

 

7,882,742

 

7,542,147

 

Less allowance for loan losses (a)

 

148,056

 

156,015

 

156,563

 

Net loans

 

8,026,081

 

7,726,727

 

7,385,584

 

Premises and equipment, net

 

63,097

 

62,719

 

64,403

 

Deferred tax asset

 

98,955

 

65,913

 

68,404

 

Goodwill

 

253,817

 

253,824

 

251,038

 

Intangibles

 

42,860

 

47,879

 

46,233

 

Bank owned life insurance

 

64,491

 

62,799

 

62,324

 

Affordable housing investments

 

62,759

 

66,480

 

65,609

 

Other assets

 

196,500

 

171,785

 

172,672

 

Customers’ acceptance liability

 

3,754

 

5,708

 

7,917

 

Total assets (a)

 

$

13,981,400

 

$

13,028,213

 

$

12,840,174

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Demand deposits

 

$

5,922,689

 

$

5,486,668

 

$

5,365,335

 

Interest checking deposits

 

812,387

 

840,659

 

729,892

 

Money market deposits

 

3,887,011

 

3,260,959

 

3,303,615

 

Savings deposits

 

198,138

 

208,701

 

212,688

 

Time deposits-under $100,000

 

186,014

 

199,875

 

205,625

 

Time deposits-$100,000 and over

 

859,314

 

940,201

 

968,546

 

Total deposits

 

11,865,553

 

10,937,063

 

10,785,701

 

Federal funds purchased and securities sold under repurchase agreements

 

71,570

 

111,713

 

103,346

 

Other short-term borrowings

 

50,125

 

65,135

 

15,125

 

Subordinated debt

 

291,073

 

295,723

 

299,898

 

Long-term debt

 

231,882

 

230,555

 

282,159

 

Reserve for unfunded credit commitments (a)

 

12,295

 

9,971

 

9,646

 

Other liabilities

 

114,741

 

127,045

 

126,539

 

Acceptances outstanding

 

3,754

 

5,708

 

7,917

 

Total liabilities

 

12,640,993

 

11,782,913

 

11,630,331

 

Minority interest in consolidated subsidiaries

 

27,180

 

26,044

 

26,044

 

 

 

 

 

 

 

 

 

Commitments and contingencies Shareholders’ Equity

 

 

 

 

 

 

 

Preferred Stock authorized - 5,000,000 : none outstanding

 

 

 

 

Common Stock-par value-$1.00; authorized - 75,000,000; Issued - 50,585,201; 50,459,716 and 50,454,249 shares at September 30, 2004, December 31, 2003 and September 30, 2003, respectively

 

50,585

 

50,460

 

50,454

 

Additional paid-in capital

 

409,597

 

401,233

 

401,612

 

Accumulated other comprehensive income

 

3,683

 

12,903

 

21,446

 

Retained earnings

 

924,066

 

814,591

 

783,902

 

Deferred equity compensation

 

(13,355

)

(6,699

)

(7,158

)

Treasury shares, at cost - 1,157,468; 1,255,569; and 1,545,450 shares at September 30, 2004, December 31, 2003 and September 30, 2003, respectively

 

(61,349

)

(53,232

)

(66,457

)

Total shareholders’ equity

 

1,313,227

 

1,219,256

 

1,183,799

 

Total liabilities and shareholders’ equity (a)

 

$

13,981,400

 

$

13,028,213

 

$

12,840,174

 

 


(a)                                  As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

See accompanying Notes to the Unaudited Consolidated Financial Statements.

 

2



 

CITY NATIONAL CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

In thousands, except per share amounts

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

 

 

 

 

Loans

 

$

112,635

 

$

107,515

 

$

325,069

 

$

334,427

 

Securities available-for-sale

 

37,178

 

33,162

 

111,865

 

94,885

 

Federal funds sold and securities purchased under resale agreements

 

2,450

 

1,511

 

3,998

 

2,693

 

Due from bank - interest bearing

 

84

 

124

 

316

 

208

 

Trading account

 

84

 

49

 

158

 

157

 

Total interest income

 

152,431

 

142,361

 

441,406

 

432,370

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

11,429

 

10,045

 

31,019

 

36,067

 

Subordinated debt

 

1,497

 

1,232

 

3,946

 

3,995

 

Other long-term debt

 

1,571

 

1,788

 

4,429

 

5,482

 

Federal funds purchased and securities sold under repurchase agreements

 

411

 

292

 

924

 

1,331

 

Other short-term borrowings

 

182

 

343

 

500

 

1,493

 

Total interest expense

 

15,090

 

13,700

 

40,818

 

48,368

 

Net interest income

 

137,341

 

128,661

 

400,588

 

384,002

 

Provision for credit losses

 

 

 

 

29,000

 

Net interest income after provision for credit losses

 

137,341

 

128,661

 

400,588

 

355,002

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Trust and investment fees

 

16,850

 

14,148

 

49,102

 

32,878

 

Brokerage and mutual fund fees

 

9,675

 

9,264

 

27,768

 

27,519

 

Cash management and deposit transaction charges

 

10,322

 

10,885

 

32,362

 

32,868

 

International services

 

5,191

 

4,845

 

15,359

 

14,192

 

Bank owned life insurance

 

588

 

747

 

2,134

 

2,192

 

Gain on sale of loans and assets

 

9

 

16

 

9

 

118

 

Gain on sale of securities

 

327

 

36

 

1,827

 

2,538

 

Other

 

4,678

 

5,327

 

13,915

 

16,991

 

Total noninterest income

 

47,640

 

45,268

 

142,476

 

129,296

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

59,675

 

55,261

 

178,657

 

161,582

 

Net occupancy of premises

 

8,124

 

8,142

 

23,081

 

22,973

 

Professional fees

 

7,582

 

6,821

 

20,418

 

20,026

 

Information services

 

4,522

 

4,749

 

13,632

 

13,304

 

Depreciation

 

3,614

 

3,315

 

10,116

 

9,453

 

Marketing and advertising

 

3,666

 

3,060

 

10,985

 

9,725

 

Office services

 

2,444

 

2,504

 

7,350

 

7,472

 

Amortization of intangibles

 

1,763

 

2,365

 

5,282

 

6,568

 

Equipment

 

478

 

528

 

1,879

 

1,832

 

Other operating

 

5,893

 

5,588

 

16,547

 

16,126

 

Total noninterest expense

 

97,761

 

92,333

 

287,947

 

269,061

 

Minority interest in net income of consolidated subsidiaries

 

1,502

 

1,717

 

4,408

 

3,257

 

Income before income taxes

 

85,718

 

79,879

 

250,709

 

211,980

 

Income taxes

 

32,240

 

27,376

 

94,133

 

69,741

 

Net income

 

$

53,478

 

$

52,503

 

$

156,576

 

$

142,239

 

Net income per share, basic

 

$

1.09

 

$

1.08

 

$

3.20

 

$

2.93

 

Net income per share, diluted

 

$

1.04

 

$

1.05

 

$

3.07

 

$

2.85

 

Shares used to compute income per share, basic

 

49,076

 

48,537

 

48,868

 

48,541

 

Shares used to compute income per share, diluted

 

51,182

 

50,177

 

50,970

 

49,942

 

Dividends per share

 

$

0.32

 

$

0.28

 

$

0.96

 

$

0.69

 

 

See accompanying Notes to the Unaudited Consolidated Financial Statements.

 

3



 

CITY NATIONAL CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

For the nine months ended
September 30,

 

Dollars in thousands

 

2004

 

2003

 

 

 

 

 

 

 

Cash Flows From Operating Activities

 

 

 

 

 

Net income

 

$

156,576

 

$

142,239

 

Adjustments to net income:

 

 

 

 

 

Provision for credit losses

 

 

29,000

 

Amortization of restricted stock awards

 

2,209

 

510

 

Amortization of intangibles

 

5,282

 

6,568

 

Depreciation and software amortization

 

12,955

 

12,254

 

Deferred income tax benefit

 

(26,365

)

(18,065

)

Gain on sales of loans and assets

 

(9

)

(118

)

Gain on sales of securities

 

(1,827

)

(2,538

)

Net decrease (increase) in other assets

 

(39,313

)

17,476

 

Net decrease in trading securities

 

41,783

 

68,421

 

Other, net

 

6,185

 

1,390

 

Net cash provided by operating activities

 

157,476

 

257,137

 

 

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

 

Purchase of securities

 

(1,449,766

)

(2,588,462

)

Sales of securities available-for-sale

 

416,355

 

188,525

 

Maturities and paydowns of securities

 

602,649

 

1,181,395

 

Sales of loans

 

 

11,744

 

Loan principal collections (originations), net

 

(291,395

)

432,375

 

Purchase of premises and equipment

 

(13,333

)

(14,628

)

Net cash for acquisitions

 

 

(39,907

)

Other, net

 

(4

)

(2

)

Net cash used by investing activities

 

(735,494

)

(828,960

)

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

Net increase in deposits

 

928,490

 

946,003

 

Net decrease in federal funds purchased and securities sold under repurchase agreements

 

(40,143

)

(163,381

)

Net decrease in short-term borrowings, net of transfers from long-term debt

 

(15,010

)

(125,000

)

Repayment of long-term debt

 

 

(6,575

)

Net proceeds of issuance of senior debt

 

 

221,749

 

Proceeds from exercise of stock options

 

27,002

 

23,329

 

Stock repurchases

 

(43,826

)

(45,217

)

Cash dividends paid

 

(47,101

)

(33,532

)

Net cash provided by financing activities

 

809,412

 

817,376

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

231,394

 

245,553

 

Cash and cash equivalents at beginning of year

 

1,107,190

 

1,002,685

 

Cash and cash equivalents at end of period

 

$

1,338,584

 

$

1,248,238

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

47,981

 

$

52,643

 

Income taxes

 

78,500

 

64,000

 

 

 

 

 

 

 

Non-cash investing activities:

 

 

 

 

 

Transfer from long-term debt to short-term borrowings

 

$

 

$

15,000

 

 

See accompanying Notes to the Unaudited Consolidated Financial Statements.

 

4



 

CITY NATIONAL CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

other

 

 

 

 

 

 

 

Total

 

 

 

Shares

 

Common

 

paid-in

 

comprehensive

 

Retained

 

Deferred

 

Treasury

 

shareholders’

 

Dollars in thousands

 

issued

 

stock

 

capital

 

income

 

Earnings

 

Compensation

 

stock

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2002

 

50,282,743

 

$

50,283

 

$

400,866

 

$

40,400

 

$

675,195

 

$

 

$

(56,785

)

$

1,109,959

 

Net income

 

 

 

 

 

142,239

 

 

 

142,239

 

Other comprehensive income net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain on securities available-for-sale, net of relassification adjustment of $0.1 million of net gains included in net income

 

 

 

 

(17,105

)

 

 

 

(17,105

)

Net unrealized loss on cash flow hedges, net of reclassification of $4.4 million of net gains included in net income

 

 

 

 

(1,849

)

 

 

 

(1,849

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

123,285

 

Issuance of shares for stock options

 

 

 

(12,216

)

 

 

 

35,545

 

23,329

 

Restricted stock grants

 

171,506

 

171

 

7,497

 

 

 

(7,668

)

 

 

Amortization of restricted stock grants

 

 

 

 

 

 

510

 

 

510

 

Tax benefit from stock options

 

 

 

5,465

 

 

 

 

 

5,465

 

Cash dividends

 

 

 

 

 

(33,532

)

 

 

(33,532

)

Repurchased shares, net

 

 

 

 

 

 

 

(45,217

)

(45,217

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2003

 

50,454,249

 

$

50,454

 

$

401,612

 

$

21,446

 

$

783,902

 

$

(7,158

)

$

(66,457

)

$

1,183,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2003

 

50,459,716

 

$

50,460

 

$

401,233

 

$

12,903

 

$

814,591

 

$

(6,699

)

$

(53,232

)

$

1,219,256

 

Net income

 

 

 

 

 

156,576

 

 

 

156,576

 

Other comprehensive income net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized loss on securities available-for-sale, net of relassification adjustment of $1.7 million of net gains included in net income

 

 

 

 

(5,602

)

 

 

 

(5,602

)

Net unrealized loss on cash flow hedges, net of reclassification of $3.9 million of net gains included in net income

 

 

 

 

(3,618

)

 

 

 

(3,618

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

147,356

 

Issuance of shares for stock options

 

 

 

(8,707

)

 

 

 

35,709

 

27,002

 

Restricted stock grants

 

125,485

 

125

 

8,304

 

 

 

(8,865

)

 

(436

)

Amortization of restricted stock grants

 

 

 

 

 

 

2,209

 

 

2,209

 

Tax benefit from stock options

 

 

 

8,767

 

 

 

 

 

8,767

 

Cash dividends

 

 

 

 

 

(47,101

)

 

 

(47,101

)

Repurchased shares, net

 

 

 

 

 

 

 

(43,826

)

(43,826

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, September 30, 2004

 

50,585,201

 

$

50,585

 

$

409,597

 

$

3,683

 

$

924,066

 

$

(13,355

)

$

(61,349

)

$

1,313,227

 

 

See accompanying Notes to Consolidated Financial Statements.

 

5



 

CITY NATIONAL CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.               City National Corporation (the “Corporation”) is the holding company for City National Bank (the “Bank”).  In light of the fact that the Bank comprises substantially all of the business of the Corporation, references to the “Company” mean the Corporation and the Bank together.

 

2.               The results of operations reflect the interim adjustments, all of which are of a normal recurring nature and which, in the opinion of management, are necessary for a fair presentation of the results for the interim period presented.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003.  The results for the 2004 interim periods are not necessarily indicative of the results expected for the full year.

 

3.               Trading account securities are stated at fair value.  Investments not classified as trading securities are classified as securities available-for-sale and recorded at fair value.  Unrealized holding gains or losses for securities available-for-sale, net of taxes are excluded from net income and are reported as other comprehensive income included as a separate component of shareholders’ equity.

 

In March 2004, the Emerging Issue Task Force reached a consensus opinion on Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” regarding the determination of whether an investment is considered impaired, whether the identified impairment is considered other-than-temporary, how to measure other-than-temporary impairment, and how to disclose unrealized losses on investments that are not other-than-temporarily impaired. Adoption of the new measurement requirements has been delayed by the FASB pending reconsideration of implementation guidance relating to debt securities that are impaired solely due to market interest rate fluctuations.  The Company has included the new disclosure requirements in its 2003 Annual Report on Form 10-K.  Since December 31, 2003, there has been no significant change in the amount of unrealized losses in the securities portfolio.

 

4.               Certain prior periods’ data have been reclassified to conform to current period presentation.  At September 30, 2004, the Company reclassified its reserve for unfunded credit commitments from the allowance for loan losses to other liabilities.

 

At September 30, 2004, the allowance for loan losses was $148.1 million or 1.81 percent of outstanding loans. This was after the Company reclassified $12.3 million for $4.3 billion of unfunded credit commitments from the allowance for loan losses to other liabilities.  Unfunded credit commitments increased by approximately $234 million during the third quarter of 2004.  The process used in the determination of the adequacy of the reserve for unfunded credit commitments is consistent with the process for determining the adequacy of the allowance for loan losses.  Prior to the reclassification, the allowance for loan losses was $160.4 million or 1.96 percent of outstanding loans.

 

The following schedule summarizes the reclassification of unfunded credit commitments for the four quarters of 2003 and the first three quarters of 2004.

 

6



 

 

 

Allowance for
Loan Losses

 

Reserve for
Unfunded Credit
Commitments

 

Combined
Total

 

Balances, December 31, 2002

 

$

156,598

 

$

7,904

 

$

164,502

 

Net Charge-offs

 

(12,522

)

 

(12,522

)

Provision

 

17,172

 

328

 

17,500

 

Balances, March 31, 2003

 

161,248

 

8,232

 

169,480

 

Net Charge-offs

 

(10,053

)

 

(10,053

)

Provision

 

10,752

 

748

 

11,500

 

Balances June 30, 2003

 

161,947

 

8,980

 

170,927

 

Net Charge-offs

 

(4,718

)

 

(4,718

)

Provision

 

(666

)

666

 

 

Balances, September 30, 2003

 

156,563

 

9,646

 

166,209

 

Net Charge-offs

 

(223

)

 

(223

)

Provision

 

(325

)

325

 

 

Balances, December 31, 2003

 

156,015

 

9,971

 

165,986

 

Net Charge-offs

 

(914

)

 

(914

)

Provision

 

(603

)

603

 

 

Balances, March 31, 2004

 

154,498

 

10,574

 

165,072

 

Net Recoveries

 

45

 

 

45

 

Provision

 

(1,272

)

1,272

 

 

Balances, June 30, 2004

 

153,271

 

11,846

 

165,117

 

Net Charge-offs

 

 

 

 

 

 

 

Provision

 

(449

)

449

 

 

Balances, September 30, 2004

 

$

148,056

 

$

12,295

 

$

160,351

 

 

5.               The following table provides information about purchases by the Company during the quarter ended September 30, 2004 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.

 

Period

 

Total Number of
Shares (or Units)
Purchased

 

Average Price
Paid per Share
(or Unit)

 

Total number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs

 

Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or
Programs

 

07/01/04 - 07/31/04

 

474

 

$

63.40

 

 

1,009,500

 

 

 

474

(1)

$

63.40

 

 

1,009,500

(2)

 


(1)          No shares of our common stock were repurchased during the quarter pursuant to a repurchase program that we publicly announced on July 15, 2003 (the “Program”) however we received 474 shares in payment of the exercise price of stock options.

 

(2)          Our board of directors, on March 24, 2004, approved the repurchase by us of up to an aggregate of 1 million shares of our common stock pursuant to a new program to follow completion of the Program described in (1) above.  Unless terminated earlier by resolution of our board of directors, the Programs will expire when we have repurchased all shares authorized for repurchase thereunder.

 

Basic earnings per share is based on the weighted average shares of common stock outstanding less unvested restricted shares and units.  Diluted earnings per share gives effect to all dilutive potential common shares which consists of stock options and restricted shares and units that were outstanding during the period.  At September 30, 2004, 2,058 stock options were antidilutive compared with 50,950 antidilutive stock options at September 30, 2003.

 

6.               The Company applies APB Opinion No. 25 in accounting for stock option plans and, accordingly, no compensation cost has been recognized for its plans in the financial statements.  As a practice, the Corporation’s stock option grants are such that the exercise price equals the current market price of the common stock.  Had the Company determined compensation cost based on the fair value at the grant date for its stock options under

 

7



 

SFAS No. 123 using the Black Scholes option-pricing model, the Company’s proforma net income would have been reduced to the proforma amounts indicated below:

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

Dollars in thousands, except for per share amounts

 

2004

 

2003

 

2004

 

2003

 

Net income, as reported

 

$

53,478

 

$

52,503

 

$

156,576

 

$

142,239

 

Proforma net income

 

52,645

 

50,807

 

154,207

 

137,524

 

Net income per share, basic, as reported

 

1.09

 

1.08

 

3.20

 

2.93

 

Proforma net income per share, basic

 

1.07

 

1.05

 

3.15

 

2.83

 

Net income per share, diluted, as reported

 

1.04

 

1.05

 

3.07

 

2.85

 

Proforma net income per share, diluted

 

1.03

 

1.01

 

3.03

 

2.75

 

Percentage reduction in net income per share, diluted

 

0.96

%

3.81

%

1.30

%

3.51

%

 

During the latter part of the second quarter of 2003, stock-based compensation performance awards for 2002 were granted to colleagues of the Company.  These performance awards for the first time included restricted stock grants with fewer stock options, which reduced the total number of shares awarded but better aligned the interests of shareholders and colleagues.  The number of shares awarded was further reduced in 2004 for stock-based compensation performance awards for 2003 when the Company took into consideration changes in the value of the Company’s stock price when determining share awards.  The 2004 percentage reduction in net income per share, diluted is lower because a fewer number of stock options have been awarded with a portion replaced by restricted stock awards, the cost of which is charged to noninterest expense.  The Company recorded $944,000 in expense for restricted stock awards in the third quarter of 2004 and $2,209,000 for the first nine months of 2004 compared with $381,000 and $510,000 for the third quarter and first nine months of 2003.  There was no expense for restricted stock awards in the first quarter of 2003 since the first grant was not until June 2003.

 

The Black Scholes option-pricing model requires assumptions on expected life of the options that is based upon the pattern of exercise of options granted by the Corporation in the past; volatility based on changes in the price of the Corporation’s common stock during the past 10 years, measured monthly; dividend yield and risk-free investment rate.  Actual dividend payments will depend upon a number of factors, including future financial results, and may differ substantially from the assumption.  The risk-free investment rate is based on the yield on 10-year U.S. Treasury Notes on the grant date.

 

The actual value, if any, which a grantee may realize will depend upon the difference between the option exercise price and the market price of the Corporation’s common stock on the date of exercise.

 

7.               On April 1, 2003, the Corporation acquired Convergent Capital Management LLC, a privately held Chicago-based company, and substantially all of its asset management holdings, including its majority ownership interests in eight asset management firms and minority interests in two additional firms.  Combined, these 10 firms manage assets of approximately $9.2 billion as of September 30, 2004.  The purchase price was $49.0 million, comprised of cash and the assumption of approximately $7.5 million of debt.  The acquisition resulted in $25.8 million in customer contract intangibles, which are being amortized over 20 years, and $21.5 million in goodwill.

 

8.               As we previously reported, the California Franchise Tax Board (“FTB”) has taken the position that certain REIT and registered investment company (“RIC”) tax deductions will be disallowed consistent with notices issued by the State of California that stipulate that the RIC and REIT are listed transactions under California tax shelter legislation.  While management continues to believe that the tax benefits realized in previous years were appropriate, the Company deemed it prudent to participate in the statutory Voluntary Compliance Initiative—Option 2, requiring payment of all California taxes and interest on these disputed 2000 through 2002 tax benefits, and permitting the Company to claim a refund for these years while avoiding certain potential penalties.  The Company retains potential exposure for assertion of an accuracy-rated penalty should the FTB prevail in its position, in addition to the risk of not being successful in its refund claims for taxes and interest.  As of September 30, 2004, the Company continues to reflect a $36.4 million net state tax receivable for the years 2000, 2001 and 2002 after giving effect to reserves for loss contingencies on the refund claims, or an equivalent of $23.7 million after giving effect to Federal tax benefits.  Although management intends to aggressively pursue its claims for REIT and RIC refunds for the 2000 to 2002 tax years, no outcome can be predicted with certainty and

 

8



 

an adverse outcome on the refund claims could result in a loss of all or a portion of the $23.7 million net state tax receivable after giving effect to Federal tax benefits.

 

9.               As previously reported, during 2002, a SERP was created for one of the officers of the Company.  At September 30, 2004, there was a $2.0 million unfunded pension liability and a $1.0 million intangible asset related to this plan.  The total expense for the third quarter and first nine months of 2004 and 2003 was $0.1 million and $0.4 million, respectively.

 

9



 

CITY NATIONAL CORPORATION

FINANCIAL HIGHLIGHTS

(Unaudited)

 

 

 

At or for the three months ended

 

Percentage change
September 30, 2004 from

 

Dollars in thousands, except per share amounts

 

September 30,
2004

 

June 30,
2004

 

September 30,
2003

 

June 30,
2004

 

September 30,
2003

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Quarter

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

53,478

 

$

52,200

 

$

52,503

 

2

%

2

%

Net income per common share, diluted

 

1.04

 

1.03

 

1.05

 

1

 

(0

)

Dividends, per common share

 

0.32

 

0.32

 

0.28

 

0

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

At Quarter End

 

 

 

 

 

 

 

 

 

 

 

Assets (2)

 

$

13,981,400

 

$

13,485,746

 

$

12,840,174

 

4

 

9

 

Deposits

 

11,865,553

 

11,454,919

 

10,785,701

 

4

 

10

 

Loans

 

8,174,137

 

8,125,496

 

7,542,147

 

1

 

8

 

Securities

 

3,780,750

 

3,518,757

 

3,409,374

 

7

 

11

 

Shareholders’ equity

 

1,313,227

 

1,227,809

 

1,183,799

 

7

 

11

 

Book value per share

 

26.73

 

25.05

 

24.29

 

7

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances

 

 

 

 

 

 

 

 

 

 

 

Assets (2)

 

$

13,612,389

 

$

13,223,397

 

$

12,428,306

 

3

 

10

 

Deposits

 

11,496,659

 

11,121,541

 

10,320,828

 

3

 

11

 

Loans

 

8,173,882

 

8,053,916

 

7,558,799

 

1

 

8

 

Securities

 

3,676,953

 

3,600,997

 

3,180,542

 

2

 

16

 

Shareholders’ equity

 

1,266,651

 

1,230,167

 

1,139,440

 

3

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Ratios

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (2)

 

1.56

%

1.59

%

1.68

%

(2

)

(7

)

Return on average shareholders’ equity

 

16.80

 

17.07

 

18.28

 

(2

)

(8

)

Corporation’s tier 1 leverage (2)

 

7.80

 

7.68

 

7.36

 

2

 

6

 

Corporation’s tier 1 risk-based capital (2)

 

11.35

 

11.08

 

10.75

 

2

 

6

 

Corporation’s total risk-based capital (2)

 

14.99

 

14.77

 

14.92

 

2

 

1

 

Average shareholders’ equity to average assets

 

9.31

 

9.30

 

9.17

 

0

 

1

 

Dividend payout ratio, per share

 

29.51

 

30.06

 

25.94

 

(2

)

14

 

Net interest margin

 

4.46

 

4.49

 

4.61

 

(1

)

(3

)

Efficiency ratio (1)

 

52.68

 

52.72

 

52.92

 

(0

)

(0

)

 

 

 

 

 

 

 

 

 

 

 

 

Asset Quality Ratios

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans to total loans

 

0.43

%

0.51

%

0.72

%

(15

)

(40

)

Nonaccrual loans and ORE to toal loans and ORE

 

0.43

 

0.51

 

0.72

 

(15

)

(40

)

Allowance for loan losses to total loans (2)

 

1.81

 

1.89

 

2.08

 

(4

)

(13

)

Allowance for loan losses to nonaccrual loans (2)

 

419.79

 

366.39

 

286.44

 

15

 

47

 

Net charge-offs to average loans - annualized

 

(0.23

)

 

(0.25

)

N/M

 

(7

)

 


(1)          The efficiency ratio is defined as noninterest expense excluding ORE expense divided by total revenue (net interest income on a tax-equivalent basis and noninterest income).

 

(2)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities.  Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

10



 

ITEM 2.                             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

See “Cautionary Statement for Purposes of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995,” below relating to “forward-looking” statements included in this report.

 

RESULTS OF OPERATIONS

 

Critical Accounting Policies

 

The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition.  The Company has identified four policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions.  These policies relate to the accounting for securities, the allowance for credit losses, derivatives and hedging activities, and stock-based performance plans.  The Company, in consultation with the Audit Committee, has reviewed and approved these critical accounting policies, which are further described in Management’s Discussion and Analysis and Note 1 (Summary of Significant Accounting Policies) to the Consolidated Financial Statements in the Company’s 2003 Form 10-K.  The only change in the Company’s accounting policies since the last reporting period was that the Company reclassified $12.3 million for $4.3 billion of unfunded credit commitments from the allowance for loan losses to other liabilities.  See “¾ Allowance for Loan Losses and Reserve for Unfunded Credit Commitments (Allowance for Credit Losses).”

 

Overview

 

The Corporation recorded net income of $53.5 million, or $1.04 per share, for the third quarter of 2004 compared with $52.5 million, or $1.05 per share, for the third quarter of 2003 and $52.2 million, or $1.03 per share, for the second quarter of 2004 on a greater number of shares outstanding.  Third-quarter 2003 results included $2.6 million in net income, or $0.05 per share, from tax benefits of the Company’s two real estate investment trusts (“REITS”).  As previously disclosed, in 2004 the Company is continuing its practice, adopted in the fourth quarter of 2003, of not recognizing tax benefits associated with its REITS.

 

For the first nine months of 2004, City National Corporation recorded net income of $156.6 million, or $3.07 per share, compared with $142.2 million, or $2.85 per share, reported for the first nine months of 2003.  First-nine-months 2003 results included $8.1 million in net income, or $0.16 per share, from tax benefits of the Company’s two REITS.

 

The following table shows the growth of earnings per share with and without the 2003 REITS tax benefits:

 

 

 

For the three months ended
September 30,

 

%

 

For the nine months ended
September 30,

 

%

 

 

 

2004

 

2003

 

Change

 

2004

 

2003

 

Change

 

Without REIT tax benefits

 

$

1.04

 

$

1.00

 

4

 

$

3.07

 

$

2.69

 

14

 

With REIT tax benefits

 

1.04

 

1.05

 

(1

)

3.07

 

2.85

 

8

 

 

Highlights

 

                  Average deposits were up 11 percent with average core deposits up 15 percent for the third quarter of 2004 from the third quarter a year ago due to continued bank-wide growth.  Average core deposits represented 93 percent of the total average deposit base for the third quarter of 2004, compared with 90 percent for the third quarter of 2003 and 93 percent for the second quarter of 2004.  New clients contributed to the year-over-year growth of deposits.

 

11



 

                  Third-quarter average loans were up 8 percent from the same period last year.  Period-end loan balances at September 30, 2004 of $8.2 billion increased $291.4 million, or 4 percent from $7.9 billion at December 31, 2003 primarily due to an increase in real estate-related loans.

 

                  No provision for credit losses was recorded for the third quarter of 2004, a result of continued strong credit quality and an adequate current level of allowance for credit losses.  No provision for credit losses was taken in the year-ago quarter.  Nonaccrual loans as of September 30, 2004 were $35.3 million, down 35 percent from September 30, 2003, and down 16 percent from June 30, 2004.

 

                  Average securities for the third quarter of 2004 were up 16 percent from the same period a year ago as deposit growth outpaced loan growth.  Third-quarter average securities increased 2 percent from the second quarter of 2004, and period-end securities increased $282.9 million from June 30, 2004 to September 30, 2004 due partially to a $72.7 million improvement in the mark-to-market adjustment.

 

                  Revenue for the third quarter of 2004 rose 6 percent over the same period a year ago and 2 percent over the second quarter of 2004.

 

Dollars in millions,

 

For the three months ended
September 30,

 

%

 

For the three
months ended

 

%

 

except per share

 

2004

 

2003

 

Change

 

June 30, 2004

 

Change

 

Earnings Per Share

 

$

1.04

 

$

1.05

 

(1

)

$

1.03

 

1

 

Net Income

 

53.5

 

52.5

 

2

 

52.2

 

2

 

Average Assets (1)

 

13,612.4

 

12,428.3

 

10

 

13,223.4

 

3

 

Return on Average Assets (1)

 

1.56

%

1.68

%

(7

)

1.59

%

(2

)

Return on Average Equity

 

16.80

 

18.28

 

(8

)

17.07

 

(2

)

 


(1)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

Outlook

 

As disclosed in the Company’s press release on third-quarter earnings, management now expects the growth of net income per share for 2004 to be approximately 9 to 11 percent higher than net income per share for 2003 compared to its earlier guidance of 8 to 10 percent.  This is based on current economic conditions and the outlook for the remainder of 2004, the 25-basis-point increase in interest rates effective September 21, 2004, and the updated business indicators below:

 

Average loan growth

4 to 6 percent

Average deposit growth

9 to 11 percent

Net interest margin

4.50 to 4.60 percent

Provision for credit losses

$0 million to $5 million

Noninterest income growth

6 to 8 percent

Noninterest expense growth

6 to 8 percent

Effective tax rate

36 to 38 percent

 

Revenues

 

Revenues (net interest income plus noninterest income) for the third quarter of 2004 increased 6 percent to $185.0 million compared with $173.9 million for the third quarter of 2003 due to higher net interest income and wealth management fees.  Revenues were up 2 percent from the second quarter of 2004, or 10 percent annualized.

 

12



 

Net Interest Income

 

Fully taxable-equivalent net interest income for the third quarter of 2004 of $140.8 million was up 6 percent from $132.4 million for the third quarter of 2003.  Compared to the second quarter of 2004, net interest income was up 4 percent or 15 percent annualized from $135.6 million. This was due to an increase in loan yields of 17 basis points, and increased holdings of liquid assets.  The net interest margin was 3 basis points lower than the second quarter of 2004.  The decline was due to increased holdings of lower yielding federal funds sold and securities as strong deposit growth continued to exceed the demand for loans, and a 4-basis-point increase in the average cost of total deposits.  The change from the third quarter of 2004 compared to the same quarter a year ago was also due to the holding of lower yielding federal funds sold and securities as strong deposit growth continued to exceed the demand for loans.

 

 

 

For the three months ended
September 30,

 

%

 

For the three
months ended

 

%

 

Dollars in millions

 

2004

 

2003

 

Change

 

June 30, 2004

 

Change

 

Average Loans

 

$

8,173.9

 

$

7,558.8

 

8

 

$

8,053.9

 

1

 

Average Securities

 

3,677.0

 

3,180.5

 

16

 

3,601.0

 

2

 

Average Deposits

 

11,496.7

 

10,320.8

 

11

 

11,121.5

 

3

 

Average Core Deposits

 

10,685.8

 

9,323.5

 

15

 

10,310.7

 

4

 

Fully Taxable-Equivalent Net Interest Income

 

140.8

 

132.4

 

6

 

135.6

 

4

 

Net Interest Margin

 

4.46

%

4.61

%

(3

)

4.49

%

(1

)

 

Period-end September 30, 2004 loans increased $48.6 million from June 30, 2004, reflecting modest growth in real estate-related loans.

 

Compared with the prior-year third-quarter averages, residential mortgage loans rose 22 percent, real estate construction loans rose 24 percent, commercial real estate mortgage loans rose 7 percent, and commercial loans decreased 3 percent partially due to the payoff of several dairy loans.  Compared with the prior quarter, commercial loans decreased slightly while all other categories increased.

 

Average securities increased 16 percent for the third quarter of 2004 compared with the same period for 2003 primarily due to deposit growth outpacing loan growth.  Average securities were 2 percent higher than the second quarter of 2004.  As of September 30, 2004, unrealized net gain on securities available-for-sale was $5.4 million.  The average duration of total available-for-sale securities at September 30, 2004 was 3.1 years compared with 3.4 years at December 31, 2003 and 3.2 years at September 30, 2003.  The decrease in duration is attributable to a decrease in long-term securities.

 

Average deposits during the third quarter of 2004 increased 11 percent over the same period last year and were up 3 percent from the second quarter of 2004.  Average core deposits represented 93 percent of the total average deposit base for the third quarter of 2004, compared with 90 percent for the third quarter of 2003 and 93 percent for the second quarter of 2004.  New clients and higher client balances maintained as deposits to pay for services contributed to the year-over-year growth of deposits.

 

The Company’s $1.0 billion of “plain vanilla” interest rate swaps, which are part of its long-standing asset-liability management strategy of hedging loans, deposits, and borrowings added $7.0 million to net interest income in the third quarter of 2004, compared with $8.1 million in the third quarter of 2003 and $8.0 million in the second quarter of 2004.  These amounts included $5.0 million, $5.8 million, and $5.5 million, respectively, for interest rate swaps qualifying as fair value hedges.  Income from swaps qualifying as cash-flow hedges was $1.9 million for the third quarter of 2004, compared with $2.3 million for the third quarter of 2003, and $2.5 million for the second quarter of 2004.  Income from existing swaps qualifying as cash-flow hedges of loans expected to be recorded in net interest income within the next 12 months is $1.7 million.

 

Interest recovered on nonaccrual and charged-off loans included in net interest income for the third quarter of 2004 was $0.8 million, compared with $1.3 million for the third quarter of 2003, and $0.3 million for the second quarter of 2004.

 

13



 

The Bank’s prime rate was 4.75 percent as of September 30, 2004, an increase of 75 basis points over September 30, 2003.

 

The following table presents the components of net interest income on a fully taxable-equivalent basis for the three and nine months ended September 30, 2004 and 2003.  To compare the tax-exempt asset yields to taxable yields, amounts are adjusted to pre-tax equivalents based on the marginal corporate federal tax rate of 35 percent.

 

14



 

Net Interest Income Summary

 

 

 

For the three months ended
September 30, 2004

 

For the three months ended
September 30, 2003

 

Dollars in thousands

 

Average
Balance

 

Interest
income/
expense (2)

 

Average
interest
rate

 

Average
Balance

 

Interest
income/
expense (2)

 

Average
interest
rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

3,100,553

 

$

41,337

 

5.30

%

$

3,191,405

 

$

42,658

 

5.30

%

Commercial real estate mortgages

 

1,837,591

 

28,364

 

6.14

 

1,715,400

 

28,585

 

6.61

 

Residential mortgages

 

2,135,972

 

29,001

 

5.40

 

1,754,877

 

26,383

 

5.96

 

Real estate construction

 

786,576

 

10,796

 

5.46

 

634,300

 

7,925

 

4.96

 

Equity lines of credit

 

221,104

 

2,705

 

4.87

 

175,596

 

1,997

 

4.51

 

Installment

 

92,086

 

1,660

 

7.17

 

87,221

 

1,579

 

7.18

 

Total loans (1)

 

8,173,882

 

113,863

 

5.54

 

7,558,799

 

109,127

 

5.73

 

Due from banks - interest bearing

 

38,992

 

84

 

0.86

 

66,477

 

124

 

0.74

 

Securities available-for-sale

 

3,641,294

 

39,390

 

4.30

 

3,146,971

 

35,268

 

4.45

 

Federal funds sold and securities purchased under resale agreements

 

659,368

 

2,450

 

1.48

 

584,552

 

1,511

 

1.03

 

Trading account securities

 

35,659

 

88

 

0.98

 

33,571

 

51

 

0.60

 

Total interest-earning assets

 

12,549,195

 

155,875

 

4.94

 

11,390,370

 

146,081

 

5.09

 

Allowance for loan losses (3)

 

(152,560

)

 

 

 

 

(164,176

)

 

 

 

 

Cash and due from banks

 

431,497

 

 

 

 

 

438,968

 

 

 

 

 

Other nonearning assets

 

784,257

 

 

 

 

 

763,144

 

 

 

 

 

Total assets (3)

 

$

13,612,389

 

 

 

 

 

$

12,428,306

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking accounts

 

$

834,540

 

176

 

0.08

 

$

750,513

 

292

 

0.15

 

Money market accounts

 

3,878,993

 

7,393

 

0.76

 

3,289,234

 

5,541

 

0.67

 

Savings deposits

 

207,811

 

128

 

0.25

 

211,623

 

71

 

0.13

 

Time deposits - under $100,000

 

188,639

 

713

 

1.50

 

207,362

 

819

 

1.57

 

Time deposits - $100,000 and over

 

810,827

 

3,019

 

1.48

 

997,287

 

3,322

 

1.32

 

Total interest - bearing deposits

 

5,920,810

 

11,429

 

0.77

 

5,456,019

 

10,045

 

0.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds purchased and securities sold under repurchase agreements

 

128,556

 

411

 

1.27

 

132,731

 

292

 

0.87

 

Other borrowings

 

561,198

 

3,250

 

2.30

 

660,830

 

3,363

 

2.02

 

Total interest - bearing liabilities

 

6,610,564

 

15,090

 

0.91

 

6,249,580

 

13,700

 

0.87

 

Noninterest - bearing deposits

 

5,575,849

 

 

 

 

 

4,864,809

 

 

 

 

 

Other liabilities (3)

 

159,325

 

 

 

 

 

174,477

 

 

 

 

 

Shareholders’ equity

 

1,266,651

 

 

 

 

 

1,139,440

 

 

 

 

 

Total liabilities and shareholders’ equity (3)

 

$

13,612,389

 

 

 

 

 

$

12,428,306

 

 

 

 

 

Net interest spread

 

 

 

 

 

4.03

%

 

 

 

 

4.22

%

Fully taxable-equivalent net interest income

 

 

 

$

140,785

 

 

 

 

 

$

132,381

 

 

 

Net interest margin

 

 

 

 

 

4.46

%

 

 

 

 

4.61

%

 


(1)          Includes average nonaccrual loans of $37,115 and $59,319 for 2004 and 2003, respectively.

(2)          Loan income includes loan fees of $5,553 and $5,899 for 2004 and 2003, respectively.

(3)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities.  Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

15



 

 

 

For the nine months ended
September 30, 2004

 

For the nine months ended
September 30, 2003

 

Dollars in thousands

 

Average
Balance

 

Interest
income/
expense (2)

 

Average
interest
rate

 

Average
Balance

 

Interest
income/
expense (2)

 

Average
interest
rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

3,134,153

 

$

120,433

 

5.13

%

$

3,383,367

 

$

134,157

 

5.30

%

Commercial real estate mortgages

 

1,819,488

 

83,881

 

6.16

 

1,730,310

 

87,593

 

6.77

 

Residential mortgages

 

2,041,912

 

83,216

 

5.44

 

1,748,237

 

81,284

 

6.22

 

Real estate construction

 

748,275

 

29,247

 

5.22

 

659,157

 

25,668

 

5.21

 

Equity lines of credit

 

206,366

 

7,158

 

4.63

 

171,807

 

5,938

 

4.62

 

Installment

 

88,344

 

4,712

 

7.12

 

77,970

 

4,488

 

7.70

 

Total loans (1)

 

8,038,538

 

328,647

 

5.46

 

7,770,848

 

339,128

 

5.83

 

Due from banks - interest bearing

 

53,381

 

316

 

0.79

 

40,231

 

208

 

0.69

 

Securities available-for-sale

 

3,547,878

 

118,451

 

4.46

 

2,794,975

 

101,168

 

4.84

 

Federal funds sold and securities purchased under resale agreements

 

425,330

 

3,998

 

1.26

 

323,021

 

2,693

 

1.11

 

Trading account securities

 

32,642

 

165

 

0.68

 

30,944

 

165

 

0.71

 

Total interest-earning assets

 

12,097,769

 

451,577

 

4.99

 

10,960,019

 

443,362

 

5.41

 

Allowance for loan losses (3)

 

(154,654

)

 

 

 

 

(163,564

)

 

 

 

 

Cash and due from banks

 

441,502

 

 

 

 

 

436,605

 

 

 

 

 

Other nonearning assets

 

768,104

 

 

 

 

 

717,387

 

 

 

 

 

Total assets (3)

 

$

13,152,721

 

 

 

 

 

$

11,950,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking accounts

 

$

820,613

 

516

 

0.08

 

$

712,588

 

933

 

0.18

 

Money market accounts

 

3,645,513

 

19,375

 

0.71

 

3,126,353

 

20,371

 

0.87

 

Savings deposits

 

213,341

 

404

 

0.25

 

205,147

 

572

 

0.37

 

Time deposits - under $100,000

 

193,291

 

2,091

 

1.45

 

211,673

 

2,760

 

1.74

 

Time deposits - $100,000 and over

 

844,534

 

8,633

 

1.37

 

1,018,647

 

11,431

 

1.50

 

Total interest - bearing deposits

 

5,717,292

 

31,019

 

0.72

 

5,274,408

 

36,067

 

0.91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds purchased and securities sold under repurchase agreements

 

120,769

 

924

 

1.02

 

165,765

 

1,331

 

1.07

 

Other borrowings

 

576,670

 

8,875

 

2.06

 

662,054

 

10,970

 

2.22

 

Total interest - bearing liabilities

 

6,414,731

 

40,818

 

0.85

 

6,102,227

 

48,368

 

1.06

 

Noninterest - bearing deposits

 

5,334,894

 

 

 

 

 

4,552,251

 

 

 

 

 

Other liabilities (3)

 

163,386

 

 

 

 

 

166,324

 

 

 

 

 

Shareholders’ equity

 

1,239,710

 

 

 

 

 

1,129,645

 

 

 

 

 

Total liabilities and shareholders’ equity (3)

 

$

13,152,721

 

 

 

 

 

$

11,950,447

 

 

 

 

 

Net interest spread

 

 

 

 

 

4.14

%

 

 

 

 

4.35

%

Fully taxable-equivalent net interest income

 

 

 

$

410,759

 

 

 

 

 

$

394,994

 

 

 

Net interest margin

 

 

 

 

 

4.54

%

 

 

 

 

4.82

%

 


(1)          Includes average nonaccrual loans of $39,860 and $74,058 for 2004 and 2003, respectively.

(2)          Loan income includes loan fees of $15,906 and $16,985 for 2004 and 2003, respectively.

(3)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities.  Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

16



Net interest income is impacted by the volume (changes in volume multiplied by prior rate), mix (change in rate multiplied by change in volume), and rate (changes in rate multiplied by prior volume) of interest-earning assets and interest-bearing liabilities.  The following table shows changes in net interest income on a fully taxable-equivalent basis between the third quarter and first nine months of 2004 and the third quarter and first nine months of 2003, as well as between the third quarter and first nine months of 2003 and the third quarter and first nine months of 2002.

 

Changes In Net Interest Income

 

 

 

For the three months ended September 30,
2004 vs 2003

 

For the three months ended September 30,
2003 vs 2002

 

 

 

Increase (decrease)
due to

 

Net
increase

 

Increase (decrease)
due to

 

Net
increase

 

Dollars in thousands

 

Volume

 

Rate

 

(decrease)

 

Volume

 

Rate

 

(decrease)

 

Interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

9,276

 

$

(4,540

)

$

4,736

 

$

(6,284

)

$

(13,802

)

$

(20,086

)

Due from banks - interest bearing

 

(56

)

16

 

(40

)

83

 

(14

)

69

 

Securities available-for-sale

 

5,669

 

(1,547

)

4,122

 

15,524

 

(8,606

)

6,918

 

Federal funds sold and securities purchased under resale agreements

 

220

 

719

 

939

 

1,285

 

(314

)

971

 

Trading account securities

 

3

 

34

 

37

 

8

 

(65

)

(57

)

Total interest-earning assets

 

15,112

 

(5,318

)

9,794

 

10,616

 

(22,801

)

(12,185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking deposits

 

34

 

(150

)

(116

)

74

 

(190

)

(116

)

Money market deposits

 

1,122

 

730

 

1,852

 

1,741

 

(5,328

)

(3,587

)

Savings deposits

 

(1

)

58

 

57

 

(18

)

(352

)

(370

)

Other time deposits

 

(730

)

321

 

(409

)

(1,092

)

(2,556

)

(3,648

)

Other borrowings

 

(495

)

501

 

6

 

(851

)

(820

)

(1,671

)

Total interest-bearing liabilities

 

(70

)

1,460

 

1,390

 

(146

)

(9,246

)

(9,392

)

 

 

$

15,182

 

$

(6,778

)

$

8,404

 

$

10,762

 

$

(13,555

)

$

(2,793

)

 

 

 

For the nine months ended September 30,
2004 vs 2003

 

For the nine months ended September 30,
2003 vs 2002

 

 

 

Increase (decrease)
due to

 

Net
increase

 

Increase (decrease)
due to

 

Net
increase

 

Dollars in thousands

 

Volume

 

Rate

 

(decrease)

 

Volume

 

Rate

 

(decrease)

 

Interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

11,451

 

$

(21,932

)

$

(10,481

)

$

(91

)

$

(40,493

)

$

(40,584

)

Due from banks - interest bearing

 

75

 

33

 

108

 

115

 

(124

)

(9

)

Securities

 

25,690

 

(8,407

)

17,283

 

34,824

 

(21,239

)

13,585

 

Federal funds sold and securities purchased under resale agreements

 

915

 

390

 

1,305

 

1,776

 

(834

)

942

 

Trading account securities

 

8

 

(8

)

 

(9

)

(164

)

(173

)

Total interest-earning assets

 

38,139

 

(29,924

)

8,215

 

36,615

 

(62,854

)

(26,239

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking deposits

 

140

 

(557

)

(417

)

179

 

(412

)

(233

)

Money market deposits

 

3,079

 

(4,075

)

(996

)

6,335

 

(11,351

)

(5,016

)

Savings deposits

 

22

 

(190

)

(168

)

(169

)

(931

)

(1,100

)

Other time deposits

 

(2,084

)

(1,383

)

(3,467

)

(4,347

)

(8,114

)

(12,461

)

Other borrowings

 

(1,852

)

(650

)

(2,502

)

(5,415

)

(2,099

)

(7,514

)

Total interest-bearing liabilities

 

(695

)

(6,855

)

(7,550

)

(3,417

)

(22,907

)

(26,324

)

 

 

$

38,834

 

$

(23,069

)

$

15,765

 

$

40,032

 

$

(39,947

)

$

85

 

 

The impact of interest rate swaps, which increases loan interest income and reduces deposit and borrowing interest expense, is included in rate changes.

 

17



 

Provision for Credit Losses

 

The Company made no provision for credit losses in the third quarter of 2004.  This was attributable to the continued strong credit quality of its portfolio, low level of net charge-offs, and management’s ongoing assessment of the credit quality of the portfolio, modest loan growth and an improving economic environment.  There was also no provision for credit losses in the year-ago quarter.  See “¾ Allowance for Loan Losses and Reserve for Unfunded Credit Commitments (Allowance for Credit Losses).”

 

Noninterest Income

 

Third-quarter 2004 noninterest income was 5 percent higher than the third quarter of 2003 due primarily to higher wealth management income.  However, it fell 1 percent from the second quarter of 2004.  As a percentage of total revenues, noninterest income was 26 percent for the third quarter of 2004, compared with 26 percent and 27 percent for the third quarter of 2003 and the second quarter of 2004, respectively.

 

Wealth Management

 

Trust and investment fees increased 19 percent over the third quarter of 2003 primarily due to higher balances under management or administration.  Assets under management at September 30, 2004 also increased 19 percent from the same period last year primarily due to new business, strong relative investment performance and higher market values.  Increases in market values are reflected in fee income primarily on a trailing-quarter basis.

 

 

 

At or for the
three months ended
September 30,

 

%

 

At or for the three
months ended

 

%

 

Dollars in millions

 

2004

 

2003

 

Change

 

June 30, 2004

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust and Investment Fee Revenue

 

$

16.9

 

$

14.1

 

19

 

$

16.7

 

1

 

Brokerage and Mutual Fund Fees

 

9.7

 

9.3

 

4

 

9.4

 

3

 

Assets Under Administration

 

33,171.1

 

27,485.8

 

21

 

31,749.9

 

4

 

Assets Under Management (1)(2)

 

15,101.1

 

12,653.0

 

19

 

14,567.2

 

4

 

 


(1)          Included above in assets under administration

(2)          Excludes $3,603, $2,115 and $3,275 million of assets under management for the CCM minority owned asset managers as of September 30, 2004, September 30, 2003 and June 30, 2004, respectively

 

Other Noninterest Income

 

Cash management and deposit transaction fees decreased 5 percent for the third quarter of 2004 from the same quarter last year.  Compared with the second quarter of 2004, third-quarter 2004 cash management and deposit transaction fees decreased 6 percent due primarily to an increase in the earnings credit for deposits under analysis.

 

International service fees for the third quarter of 2004 were 7 percent higher over the prior-year quarter and increased 3 percent from the second quarter of 2004 primarily due to higher letter of credit fees.

 

Other income for the third-quarter of 2004 was 12 percent lower than the third quarter of 2003 primarily due to the absence of participating mortgage loan fees in the current quarter and was essentially unchanged from the second quarter of 2004.  Participating mortgage loan fees are earned upon completion and repayment of debt of certain real estate construction projects. In these cases, City National participates in the profits of the project by funding a portion of the equity requirement.

 

For the third quarter of 2004, the Company recorded $0.3 million in gains on the sale of loans, assets and debt repurchase, and gains on the sale of securities, compared to essentially no gain or loss for the third quarter of 2003 and $0.9 million in gains for the second quarter of 2004.

 

18



 

Noninterest Expense

 

Third-quarter 2004 noninterest expense of $97.8 million was up 6 percent compared to $92.3 million for the third quarter of 2003 and up 2 percent from $95.7 million for the second quarter of 2004.  The year-over-year increase primarily related to higher staff costs.  Compared with the prior quarter, the increase was due primarily to higher net occupancy of premises and higher professional fees.

 

For the third quarter of 2004, the efficiency ratio was 52.68 percent compared with 52.92 percent for the third quarter of 2003, and 52.72 percent for the second quarter of 2004.

 

Minority Interest

 

Minority interest consists of preferred stock dividends on the Bank’s real estate investment trust subsidiaries and the minority ownership share of earnings of the Corporation’s majority owned asset management firms.

 

Income Taxes

 

The third-quarter 2004 effective tax rate was 37.6 percent, compared with 36.6 percent for all of 2003.  The effective tax rate reflects changes in the mix of tax rates applicable to income before tax.  Quarterly comparisons with the first three quarters of 2003 were impacted by the real estate investment trust (“REIT”) state tax benefits which were included in net income in the first three quarters of 2003 and were reversed in the fourth quarter of 2003.

 

The effective tax rates differ from the applicable statutory federal tax rate due to various factors, including state taxes, tax-exempt income including interest on bank-owned life insurance, and affordable housing investments.

 

The Company’s tax returns are being audited by the Internal Revenue Service back to 1998 and by the Franchise Tax Board of the State of California back to 1996.  From time to time, there may be differences in opinions with respect to the tax treatment accorded transactions.  If it becomes probable that a tax position originally taken to support amounts reported on the financial statements will not be sustained upon a challenge from a tax authority and the tax effect of this difference is reasonably estimable, such amounts will be recognized.

 

As we previously reported, the California Franchise Tax Board (“FTB”) has taken the position that certain REIT and registered investment company (“RIC”) tax deductions will be disallowed consistent with notices issued by the State of California that stipulate that the RIC and REIT are listed transactions under California tax shelter legislation.  While management continues to believe that the tax benefits realized in previous years were appropriate, the Company deemed it prudent to participate in the statutory Voluntary Compliance Initiative—Option 2, requiring payment of all California taxes and interest on these disputed 2000 through 2002 tax benefits, and permitting the Company to claim a refund for these years while avoiding certain potential penalties.  The Company retains potential exposure for assertion of an accuracy-rated penalty should the FTB prevail in its position, in addition to the risk of not being successful in its refund claims for taxes and interest.  As of September 30, 2004, the Company continues to reflect a $36.4 million net state tax receivable for the years 2000, 2001 and 2002 after giving effect to reserves for loss contingencies on the refund claims, or an equivalent of $23.7 million after giving effect to Federal tax benefits.  Although management intends to aggressively pursue its claims for REIT and RIC refunds for the 2000 to 2002 tax years, no outcome can be predicted with certainty and an adverse outcome on the refund claims could result in a loss of all or a portion of the $23.7 million net state tax receivable after giving effect to Federal tax benefits.

 

BALANCE SHEET ANALYSIS

 

Average assets for the third quarter of 2004 were higher than the third quarter of 2003, primarily due to an increase in average securities, loans, and federal funds sold.  Total assets at September 30, 2004 increased 9 percent to $14.0 billion from $12.8 billion at September 30, 2003, and increased 8 percent from $13.0 billion at December 31, 2003.

 

19



 

Total average interest-earning assets for the third quarter of 2004 were $12.5 billion, an increase of 10 percent over the $11.4 billion in total average interest-earning assets for the third quarter of 2003 and were 3 percent higher than the $12.1 billion in average interest-earning assets for the second quarter of 2004.

 

Securities

 

Comparative period-end security portfolio balances are presented below:

 

Securities Available-for-Sale

 

 

 

September 30,
2004

 

December 31,
2003

 

September 30,
2003

 

Dollars in thousands

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

U.S. Government and federal agency

 

$

560,257

 

$

559,443

 

$

345,725

 

$

348,468

 

$

350,161

 

$

354,534

 

Mortgage-backed

 

2,749,328

 

2,746,380

 

2,561,976

 

2,561,997

 

2,594,976

 

2,606,317

 

State and Municipal

 

270,629

 

283,082

 

255,355

 

268,041

 

256,541

 

269,651

 

Total debt securities

 

3,580,214

 

3,588,905

 

3,163,056

 

3,178,506

 

3,201,678

 

3,230,502

 

Marketable equity securities

 

195,170

 

191,845

 

187,576

 

187,148

 

179,998

 

178,872

 

Total securities

 

$

3,775,384

 

$

3,780,750

 

$

3,350,632

 

$

3,365,654

 

$

3,381,676

 

$

3,409,374

 

 

Average securities available-for-sale continued to increase primarily due to strong deposit growth.  At September 30, 2004, securities available-for-sale totaled $3.8 billion, an increase of $0.4 billion compared with holdings at September 30, 2003 and an increase of $0.4 billion from December 31, 2003.  At September 30, 2004, the portfolio had an unrealized net gain of $5.4 million compared with unrealized net gain of $15.0 million and $27.7 million at December 31, 2003 and September 30, 2003, respectively.  The average duration of total available-for-sale securities at September 30, 2004 was 3.1 years.  The 3.1 duration compares with 3.4 at December 31, 2003 and 3.2 at September 30, 2003.  Duration provides a measure of fair value sensitivity to changes in interest rates.  This is within the investment guidelines set by the Company’s Asset/Liability Committee and the interest rate risk guidelines set by the Board of Directors.  See “¾ Asset /Liability Management” for a discussion of the Company’s interest rate position.

 

The following table provides the contractual remaining maturities and yields (taxable-equivalent basis) of debt securities within the securities portfolio as of September 30, 2004.  Contractual maturities of mortgage-backed securities are substantially longer than their expected maturities due to scheduled and unscheduled principal payments.  To compare the tax-exempt asset yields to taxable yields, amounts are adjusted to pre-tax equivalents based on the marginal corporate federal tax rate of 35 percent.

 

Debt Securities Available-for-Sale

 

 

 

One year
or less

 

Over 1 year
thru 5 years

 

Over 5 years
thru 10 years

 

Over 10 years

 

Total

 

Dollars in thousands

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

 

 

 

 

(%)

 

 

 

(%)

 

 

 

(%)

 

 

 

(%)

 

 

 

(%)

 

U.S. Government and federal agency

 

$

103,743

 

2.55

 

$

447,278

 

3.09

 

$

8,422

 

3.31

 

$

 

 

$

559,443

 

2.99

 

Mortgage-backed

 

217,030

 

4.20

 

11,811

 

4.16

 

338,555

 

4.15

 

2,178,984

 

4.40

 

2,746,380

 

4.35

 

State and Municipal

 

10,015

 

6.87

 

107,545

 

6.73

 

96,882

 

6.14

 

68,640

 

6.20

 

283,082

 

6.40

 

Total debt securities

 

$

330,788

 

3.76

 

$

566,634

 

3.80

 

$

443,859

 

4.57

 

$

2,247,624

 

4.45

 

$

3,588,905

 

4.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized cost

 

$

331,306

 

 

 

$

560,992

 

 

 

$

438,133

 

 

 

$

2,249,783

 

 

 

$

3,580,214

 

 

 

 

Dividend income included in interest income on securities in the Unaudited Consolidated Statement of Income for the third quarter of 2004 and 2003 was $2.0 million and $1.9 million, respectively.

 

20



 

Loan Portfolio

 

A comparative period-end loan table is presented below:

 

Loans

 

Dollars in thousands

 

September 30,
2004

 


December 31,
2003

 

September 30,
2003

 

 

 

 

 

 

 

 

 

Commercial

 

$

3,020,235

 

$

3,222,444

 

$

3,143,489

 

Commercial real estate mortgages

 

1,852,472

 

2,002,229

 

1,707,822

 

Residential mortgages

 

2,167,623

 

1,749,268

 

1,803,424

 

Real estate construction

 

797,109

 

637,595

 

622,941

 

Equity lines of credit

 

242,050

 

188,711

 

179,601

 

Installment

 

94,648

 

82,495

 

84,870

 

Total loans, gross

 

8,174,137

 

7,882,742

 

7,542,147

 

Less allowance for loan losses

 

148,056

 

156,015

 

156,563

 

Total loans, net

 

$

8,026,081

 

$

7,726,727

 

$

7,385,584

 

 

Total gross loans at September 30, 2004 were 8 percent and 4 percent higher than total loans at September 30, 2003 and December 31, 2003, respectively.  At September 30, 2004, the Company’s loan portfolio included approximately $460.7 million of loans managed in Northern California offices.  In addition, the portfolio included approximately $26.7 million in outstanding dairy loans, an industry, which as previously announced, the Company expects to exit at relatively minimal cost, over the next three months.

 

The following table presents information concerning nonaccrual loans, ORE, and restructured loans.  Bank policy requires that a loan be placed on nonaccrual status if (1) either principal or interest payments are 90 days past due, unless the loan is both well secured and in process of collection, (2) full collection of interest or principal becomes uncertain, regardless of the time period involved or (3) regulators’ ratings of credits suggest that the loan be placed on nonaccrual.

 

Nonaccrual Loans, ORE and Restructured Loans

 

Dollars in thousands

 

September 30,
2004

 

December 31,
2003

 

September 30,
2003

 

 

 

 

 

 

 

 

 

Nonaccrual loans:

 

 

 

 

 

 

 

Commercial

 

$

28,127

 

$

37,418

 

$

40,218

 

Commercial real estate

 

4,032

 

2,527

 

9,651

 

Real estate construction

 

1,163

 

916

 

1,642

 

Residential real estate

 

1,193

 

899

 

2,623

 

Equity lines of credit

 

384

 

168

 

172

 

Installment

 

370

 

345

 

353

 

Total

 

35,269

 

42,273

 

54,659

 

ORE

 

 

 

 

Total nonaccrual loans and ORE

 

$

35,269

 

$

42,273

 

$

54,659

 

 

 

 

 

 

 

 

 

Total nonaccrual loans as a percentage of total loans

 

0.43

%

0.54

%

0.72

%

Total nonaccrual loans and ORE as a percentage of total loans and ORE

 

0.43

 

0.54

 

0.72

 

Allowance for loan losses to total loans

 

1.81

 

1.98

 

2.08

 

Allowance for loan losses to nonaccrual loans

 

419.79

 

369.07

 

286.44

 

 

 

 

 

 

 

 

 

Loans past due 90 days or more on accrual status:

 

 

 

 

 

 

 

Commercial

 

$

1,670

 

$

235

 

$

2,582

 

Real estate

 

1,916

 

1,808

 

441

 

Total

 

$

3,586

 

$

2,043

 

$

3,023

 

 

21



 

At September 30, 2004, approximately 29 percent of the nonperforming assets were loans to Northern California clients, and 15 percent were four dairy credits.

 

At September 30, 2004, there were $33.5 million of impaired loans included in nonaccrual loans, with an allowance allocation of $7.8 million.  On a comparable basis, at December 31, 2003, there were $40.7 million of impaired loans, which had an allowance allocation of $5.0 millionThe assessment for impairment occurs when and while such loans are on nonaccrual, or the loan has been restructured.  When a loan with unique risk characteristics has been identified as being impaired, the amount of impairment will be measured by the Company using discounted cash flows, except when it is determined that the primary (remaining) source of repayment for the loan is the operation or liquidation of the underlying collateral.  In such cases, the current fair value of the collateral, reduced by costs to sell, will be used in place of discounted cash flows.  As a final alternative, the observable market price of the debt may be used to assess impairment.  Additionally, some impaired loans with commitments of less than $500,000 are aggregated for the purpose of measuring impairment using historical loss factors as a means of measurement.

 

If the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs and unamortized premium or discount), an impairment is recognized by creating or adjusting an existing allocation of the allowance for loan losses.  The Company’s policy is to record cash receipts on impaired loans first as reductions in principal and then as interest income.

 

The following table summarizes the changes in nonaccrual loans for the three and nine months ended September 30, 2004 and 2003.

 

Changes in Nonaccrual Loans

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

Dollars in thousands

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

41,833

 

$

69,377

 

$

42,273

 

$

71,357

 

Additions from acquisitions

 

 

 

 

 

Loans placed on nonaccrual

 

13,495

 

17,528

 

63,732

 

89,175

 

Charge-offs

 

(7,123

)

(4,510

)

(19,737

)

(27,293

)

Loans returned to accrual status

 

(1,905

)

(394

)

(13,363

)

(394

)

Repayments (including interest applied to principal)

 

(11,031

)

(27,342

)

(37,636

)

(78,186

)

Balance, end of period

 

$

35,269

 

$

54,659

 

$

35,269

 

$

54,659

 

 

In addition to loans disclosed above as nonaccrual or restructured, management has also identified $13.9 million of credits to 11 borrowers where the ability to comply with the present loan payment terms in the future is questionable.  However, the inability of the borrowers to comply with repayment terms was not sufficiently probable to place the loans on nonaccrual status at September 30, 2004.  This amount was determined based on analysis of information known to management about the borrowers’ financial condition and current economic conditions.

 

Management’s classification of credits as nonaccrual, restructured, or problems does not necessarily indicate that the principal is uncollectable in whole or in part.

 

Allowance for Loan Losses and Reserve for Unfunded Credit Commitments (Allowance for Credit Losses)

 

At September 30, 2004, the allowance for loan losses was $148.1 million or 1.81 percent of outstanding loans. This was after the Company reclassified $12.3 million for $4.3 billion of unfunded credit commitments from the allowance for loan losses to other liabilities.  Unfunded credit commitments increased by approximately $234 million during the third quarter of 2004.  The process used in the determination of the adequacy of the reserve for unfunded credit commitments is consistent with the process for the allowance for loan losses.  Prior to the reclassification, the allowance for loan losses was $160.4 million or 1.96 percent of outstanding loans.

 

The allowance for loan losses is maintained at a level that management deems appropriate based on a thorough analysis of numerous factors, including levels of net charge-offs and nonaccrual loans and changes in the

 

22



 

loan portfolio.  Credit quality will be influenced by underlying trends in the economy, particularly in California, and other factors that may be beyond management’s control.  No assurances can be given that the Company will not sustain credit losses, in any particular period, that are sizable in relation to the allowance for loan losses.  Based on known information available to it at the date of this report, management believes the allowance for loan losses is adequate to cover risks inherent in the portfolio at September 30, 2004.  Subsequent evaluation of the loan portfolio, in light of factors then prevailing, will dictate the level of provisions required to maintain the adequacy of the allowance for loan losses.

 

The following table summarizes key statistics relating to the allowance for credit losses.  (1)

 

 

 

At or for the
three months ended
September 30,

 

%

 

At or for the three
months ended

 

%

 

Dollars in millions

 

2004

 

2003

 

Change

 

June 30, 2004

 

Change

 

Provision For Credit Losses

 

$

 

$

 

0

 

$

 

0

 

Net Loan Charge-Offs

 

4.8

 

4.7

 

1

 

 

N/M

 

Annualized Percentage of Net Charge-offs to Average Loans

 

0.23

%

0.25

%

(8

)

%

N/M

 

Nonperforming Assets

 

$

35.3

 

$

54.7

 

(35

)

$

41.8

 

(16

)

Percentage of Nonaccrual Loans and ORE to Total Loans and ORE

 

0.43

%

0.72

%

(40

)

0.51

%

(16

)

Allowance for Loan Losses (2)

 

$

148.1

 

$

156.6

 

(5

)

$

153.3

 

(3

)

Reserve for Unfunded Credit Commitments (2)

 

$

12.3

 

$

9.6

 

27

 

$

11.8

 

4

 

Percentage of Allowance for Loan Losses to Outstanding Loans (2)

 

1.81

%

2.08

%

(13

)

1.89

%

(4

)

Percentage of Allowance for Loan Losses to Nonaccrual Loans (2)

 

419.79

 

286.44

 

47

 

366.39

 

15

 

Percentage of Allowance for Credit Losses to Nonaccral Loans (1)

 

454.65

 

304.08

 

50

 

394.71

 

15

 

 


(1)          Allowance for credit losses equals allowance for loan losses and reserve for unfunded credit commitments.

 

(2)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

23



 

The tables below summarize the changes in the allowance for loan losses and the reserve for unfunded credit commitments for the three and nine months ended September 30, 2004 and 2003.

 

Changes in Allowance for Loan Losses

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

Dollars in thousands

 

2004

 

2003

 

2004

 

2003

 

Loans outstanding

 

$

8,174,137

 

$

7,542,147

 

$

8,174,137

 

$

7,542,147

 

Average amount of loans outstanding

 

$

8,173,882

 

$

7,558,799

 

$

8,038,538

 

$

7,770,848

 

Balance of allowance for loan losses, beginning of period

 

$

153,271

 

$

161,947

 

$

156,015

 

$

156,598

 

Loans charged off:

 

 

 

 

 

 

 

 

 

Commercial

 

(6,437

)

(7,561

)

(19,279

)

(34,999

)

Real estate and other

 

(1,801

)

(38

)

(2,908

)

(1,693

)

Total loans charged off

 

(8,238

)

(7,599

)

(22,187

)

(36,692

)

Less recoveries of loans previously charged off:

 

 

 

 

 

 

 

 

 

Commercial

 

3,408

 

2,734

 

15,364

 

8,752

 

Real estate and other

 

64

 

147

 

1,188

 

647

 

Total recoveries

 

3,472

 

2,881

 

16,552

 

9,399

 

Net loans charged off

 

(4,766

)

(4,718

)

(5,635

)

(27,293

)

Provision for credit losses

 

(449

)

(666

)

(2,324

)

27,258

 

Balance, end of period

 

$

148,056

 

$

156,563

 

$

148,056

 

$

156,563

 

Total net charge-offs to average loans (annualized)

 

(0.23

)%

(0.25

)%

(0.09

)%

(0.47

)%

 

 

 

 

 

 

 

 

 

 

Ratio of allowance for loan losses to total period end loans

 

 

 

 

 

1.81

%

2.08

%

 

Changes in Reserve for Unfunded Credit Commitments

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

Dollars in thousands

 

2004

 

2003

 

2004

 

2003

 

Balance at beginning of period

 

$

11,846

 

$

8,980

 

$

9,971

 

$

7,904

 

Provision for credit losses

 

449

 

666

 

2,324

 

1,742

 

Balance at end of period

 

$

12,295

 

$

9,646

 

$

12,295

 

$

9,646

 

 

Other Assets

 

Other assets included the following:

 

Other Assets

 

Dollars in thousands

 

September 30,
2004

 

December 31,
2003

 

September 30,
2003

 

Interest rate swap mark-to-market.

 

$

31,199

 

$

42,133

 

$

52,231

 

Accrued interest receivable

 

47,224

 

43,980

 

43,716

 

Claim in receivership and other assets

 

12,151

 

12,151

 

23,758

 

Income tax refund

 

36,409

 

17,813

 

 

Other

 

69,517

 

55,708

 

52,967

 

Total other assets

 

$

196,500

 

$

171,785

 

$

172,672

 

 

The claim in receivership and other assets were acquired in the acquisition of Pacific Bank.  The reduction in 2003 was due to the claim in receivership being collected.

 

24



 

See “¾ Net Interest Income” for a discussion of interest rate swaps that result in the swap mark-to-market asset of $31.2 million.

 

See “¾ Income Taxes” for a discussion of income tax refund of $36.4 million.

 

Off Balance Sheet

 

In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk.  These financial instruments include unfunded commitments to extend credit, letters of credit, and financial guarantees.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the consolidated balance sheet.  Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Company evaluates each client’s creditworthiness on a case-by-case basis.

 

The Company had outstanding and unfunded loan commitments aggregating $3,848.1 million at September 30, 2004.  In addition, the Company had $452.5 million outstanding in letters of credit of which $431.9 million relate to standby letters of credit at September 30, 2004.  Substantially all of the Company’s loan commitments are on a variable rate basis and are comprised of real estate and commercial loan commitments.  There have been no material changes to the information provided in the Company’s off balance sheet arrangements since the last reporting period.

 

Deposits

 

Deposits totaled $11.9 billion at September 30, 2004, an increase of 10 percent compared with $10.8 billion at September 30, 2003, and increased 8 percent over the $10.9 billion at December 31, 2003.  Continued bank-wide growth contributed to the deposit increase.

 

Demand deposits accounted for 50 percent of total deposits at September 30, 2004.  Core deposits, which continued to provide substantial benefits to the Bank’s cost of funds, were 93 percent of total deposits at September 30, 2004.  See “¾ Net Interest Income.”

 

Other Borrowings

 

Other borrowings have declined by $58.5 million from December 31, 2003 and $55.9 million from September 30, 2003 to $644.7 million at September 30, 2004 as deposits have increased.

 

FIRST-NINE-MONTHS NET INCOME

 

First-nine-months 2004 net income of $156.6 million, or $3.07 per share, rose from $142.2 million, or $2.85 per share in the first nine months of 2003 attributable to the following:

 

                  Average deposits grew 12 percent and core deposits went up 16 percent.

 

                  Average loans increased by $267.7 million, or 3 percent.  Residential mortgage loans rose 17 percent, commercial real estate mortgage loans rose 5 percent, real estate construction loans rose 14 percent and commercial loans decreased 7 percent partially due to the payoff of dairy loans previously announced.

 

                  Revenues increased 6 percent attributable to the rise of both net interest income and noninterest income.  The margin for the first nine months of 2004 declined to 4.54 percent from 4.82 percent for the same period a year ago due to the holding of lower yielding federal funds sold and securities as strong deposit growth continues to exceed the demand for loans.

 

                  No provision for credit losses was recorded for the first nine months of 2004 due to continued strong credit quality compared with $29.0 million for the first nine months of 2003.

 

25



 

                  Noninterest income grew 10 percent from $129.3 million to $142.5 million.  This increase is attributable to increased trust and investment fees from higher assets under management or administration and the operations of Convergent Capital Management, LLC (“CCM”).  Results for 2004 include CCM’s operation for the entire nine months while 2003 results only include the operations of CCM beginning April 1, 2003, the date the acquisition was completed.  Noninterest income as a percentage of total revenues was 26 percent for the first nine months of 2004 compared with 25 percent for the first nine months of 2003.

 

                  Noninterest expense was up 7 percent from $269.1 million to $287.9 million partly because of the acquisition of CCM.

 

CAPITAL ADEQUACY REQUIREMENT

 

The following table presents the regulatory standards for well capitalized institutions and the capital ratios for the Corporation and the Bank at September 30, 2004, December 31, 2003, and September 30, 2003.

 

 

 

Regulatory
Well Capitalized
Standards

 

September 30,
2004

 

December 31,
2003 (1)

 

September 30,
2003 (1)

 

City National Corporation

 

 

 

 

 

 

 

 

 

Tier 1 leverage

 

N/A

%

7.80

%

7.48

%

7.36

%

Tier 1 risk-based capital

 

6.00

 

11.35

 

10.80

 

10.75

 

Total risk-based capital

 

10.00

 

14.99

 

14.85

 

14.92

 

 

 

 

 

 

 

 

 

 

 

City National Bank

 

 

 

 

 

 

 

 

 

Tier 1 leverage

 

5.00

 

8.31

 

8.00

 

7.81

 

Tier 1 risk-based capital

 

6.00

 

12.04

 

11.50

 

11.33

 

Total risk-based capital

 

10.00

 

15.69

 

15.56

 

15.52

 

 


(1)          As of September 30, 2004, the company has reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the third quarter of 2004 have been reclassified to conform to the presentation in the third quarter of 2004.

 

Tier 1 capital ratios include the impact of $26.0 million of preferred stock issued by real estate investment trust subsidiaries of the Bank, which is included in minority interest in consolidated subsidiaries.

 

Average shareholders’ equity to average assets for the third quarter of 2004 was 9.3 percent compared to 9.2 percent for the third quarter of 2003 and 9.3 percent for the second quarter of 2004.

 

Accumulated other comprehensive income at September 30, 2004 was $3.7 million compared to income of $21.4 million and $12.9 million as of September 30, 2003 and December 31, 2003, respectively.  The decline related primarily to the impact of the increase in long and medium term interest rates on the securities portfolio during the period.

 

26



 

The following table provides information about purchases by the Company during the nine months ended September 30, 2004 of equity securities that are registered by the Company pursuant of Section 12 of the Exchange Act.

 

Period

 

Total Number of
Shares (or Units)
Purchased

 

Average Price
Paid per Share
(or Unit)

 

Total number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs

 

Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or
Programs

 

01/01/04 - 01/31/04

 

420,900

 

$

58.77

 

420,900

 

329,000

 

02/01/04 - 02/29/04

 

187,745

 

60.00

 

187,300

 

141,700

 

03/01/04 - 03/31/04

 

124,900

 

59.36

 

124,800

 

1,016,900

 

04/01/04 - 04/30/04

 

2,752

 

60.81

 

 

1,016,900

 

05/01/04 - 05/31/04

 

7,949

 

60.07

 

7,400

 

1,009,500

 

07/01/04 - 07/31/04

 

474

 

63.40

 

 

1,009,500

 

 

 

744,720

(1)

$

59.20

 

740,400

 

1,009,500

(2)

 


(1)          We repurchased an aggregate of 740,400 shares of our common stock pursuant to repurchase programs that we publicly announced on January 22, 2003 and July 15, 2003 (the “Programs”) and we received 4,320 shares in payment of the exercise price of stock options.

 

(2)          Our board of directors, on March 24, 2004, approved the repurchase by us of up to an aggregate of 1 million shares of our common stock pursuant to a new program to follow completion of the Programs described in (1) above.  Unless terminated earlier by resolution of our board of directors, the Programs will expire when we have repurchased all shares authorized for repurchase thereunder.

 

On October 27, 2004, the Corporation declared a regular quarterly cash dividend on common stock at a rate of $0.32 per share to shareholders of record on November 10, 2004, payable on November 22, 2004.

 

LIQUIDITY MANAGEMENT

 

The Company continues to manage its liquidity through the combination of core deposits, federal funds purchased, repurchase agreements, collateralized borrowing lines at the Federal Reserve Bank and the Federal Home Loan Bank of San Francisco and a portfolio of securities available-for-sale.  Liquidity is also provided by maturing securities and loans.

 

Average core deposits and shareholders’ equity comprised 88 percent of total funding of average assets in the third quarter of 2004, compared with 84 percent in the third quarter of 2003.  This increase allowed the Company to decrease its use of more costly alternative funding sources.  See “¾ Net Interest Income.”

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

ASSET/LIABILITY MANAGEMENT

 

The principal objective of asset/liability management is to maximize net interest income subject to margin volatility and liquidity constraints. Margin volatility results when the rate reset (or repricing) characteristics of assets are materially different from those of the Company’s liabilities.  Liquidity risk results primarily from the mismatching of asset and liability cash flows.  Management chooses asset/liability strategies that promote stable earnings and reliable funding.  Interest rate risk and funding positions are kept within limits established by the Board of Directors to ensure that risk taking is managed within prudent interest rate and liquidity guidelines.

 

A quantitative and qualitative discussion about market risk is included on pages A-16 to A-21 of the Corporation’s Form 10-K for the year ended December 31, 2003.

 

27



 

Net Interest Simulation: During the third quarter of 2004, the Company maintained an asset sensitive interest rate position.  Based on the balance sheet at September 30, 2004, the Company’s net interest income simulation model indicates that net interest income would be impacted moderately by changes in interest rates.  Assuming a static balance sheet, a gradual 100 basis point decline in interest rates over a twelve-month horizon would result in a decrease in projected net interest income of approximately 2.8 percent.  The 2.8 percent at-risk amount is between recent historical results, which were 2.4 percent and 3.2 percent at June 30, 2004 and December 31, 2003, respectively.  A gradual 100 basis point increase in interest rates over the next 12-month period would result in an increase in projected net interest income of approximately 1.9 percent.  This is also between the June 30, 2004 and December 31, 2003 results, which were 1.6 percent and 2.5 percent, respectively.  Exposure remains within Board guidelines.

 

Present Value of Equity: The model indicates that the Present Value of Equity (PVE) is somewhat vulnerable to a sudden and substantial increase in interest rates.  As of September 30, 2004, a 200 basis point increase in interest rates results in a 5.6 percent decline in PVE.  This compares to a 6.0 percent decline and a 3.8 percent decline at June 30, 2004 and December 31, 2003 respectively.  These measures reflect changes to our deposit longevity assumptions approved during the first quarter of 2004.  Exposure remains within Board guidelines.

 

As of September 30, 2004, the Company had $1,040.9 million of notional principal in receive fixed-pay LIBOR interest rate swaps. The Company’s interest-rate risk-management instruments had a net positive fair value of $31.2 million at September 30, 2004 compared with $19.3 million net positive fair value at June 30, 2004. Credit exposure represents the cost to replace, on a present value basis and at current market rates, the net positive value of all contracts for City National Corporation and each subsidiary with each counterparty that were outstanding at the end of the period, taking into consideration legal right of offset. The Company’s swap agreements require collateral to mitigate the amount of credit risk if certain market value thresholds are exceeded.  At September 30, 2004 City National Bank had credit exposure of $29.1 million, and had taken delivery of securities with a total market value of $18.1 million to cover margin requirements for this exposure. City National Corporation had delivered securities with a market value of $5.2 million as margin for swaps with market values of about $2.1 million.

 

At September 30, 2004, the Company’s outstanding foreign exchange contracts for both those purchased as well as sold totaled $88.1 million all with maturities less than 1 year.  Total outstanding foreign exchange contracts for both those purchased as well as sold at June 30, 2004 were $83.6 million all with maturities less than 1 year.  The Company enters into foreign exchange contracts with its clients and counterparty banks primarily for the purpose of offsetting or hedging for clients’ transaction and economic exposures arising out of commercial transactions.  The Company’s policies also permit limited proprietary currency positioning.  The Company actively manages its foreign exchange exposures within prescribed risk limits and controls.

 

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ITEM 4.  CONTROL AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

Under SEC rules, the Company is required to maintain disclosure controls and procedures designed to ensure that information required by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  As part of the Company’s system of disclosure controls and procedures, we have created a disclosure committee, which consists of certain members of the Company’s senior management.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including the chief executive officer, chief financial officer and other members of the disclosure committee, as appropriate to allow timely decisions regarding required disclosure.

 

The Company has carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report.  The Company’s management, including the Company’s disclosure committee and its chief executive officer and chief financial officer, supervised and participated in the evaluation.  Based on the evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

We have made forward-looking statements in this document that are subject to risks and uncertainties.  These statements are based on the beliefs and assumptions of our management, and on information currently available to our management.  Forward-looking statements include the information concerning our possible or assumed future results of operations, business and earnings outlook and statements preceded by, followed by, or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions.

 

Our management believes these forward-looking statements are reasonable.  However, you should not place undue reliance on the forward-looking statements, since they are based on current expectations.  Actual results may differ materially from those currently expected or anticipated.

 

Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties, and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Many of the factors described below that will determine these results and values are beyond our ability to control or predict.  For those statements, we claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995.

 

Forward-looking statements speak only as of the date they are made and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur as of the date the statements are made or to update earnings guidance including the factors that influence earnings.

 

A number of factors, some of which are beyond the Corporation’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements.  These factors which include (1) the unknown economic impact of state, county, and county budget issues, (2) earthquake or other natural disasters impacting the condition of real estate collateral or business operations, and (3) the effect of acquisitions and integration of acquired businesses could have the following consequences, any of which could negatively impact our business.

 

                                          Loan delinquencies could increase;

 

                                          Problem assets and foreclosures could increase;

 

                                          Demand for our products and services could decline; and

 

                                          Collateral for loans made by us, especially real estate, could decline in value, in turn reducing clients’ borrowing power, and reducing the value of assets and collateral associated with our existing loans.

 

Changes in interest rates affect our profitability.  We derive our income mainly from the difference or “spread” between the interest earned on loans, securities, and other interest-earning assets, and interest paid on deposits, borrowings, and other interest-bearing liabilities.  In general, the wider the spread, the more we earn.  When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities fluctuates.  This causes changes in our spread and affects our net interest income.  In addition, interest rates affect how much money we lend.

 

Significant changes in the provision or applications of laws or regulations affecting our business, the impact of changes in regulatory, judicial, or legislative tax treatment of business transactions, and the costs associated with the requirements to address Sarbanes-Oxley 404 and Bank Secrecy Act regulatory compliance principles including Anti-Money Laundering, USA Patriot Act, and Know Your Client could materially affect our business.  The banking industry is subject to extensive federal and state regulations, and significant new laws or changes in, or repeals of, existing laws may cause results to differ materially.  Also, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects our credit conditions, primarily through open market operations in U.S. government securities, the discount rate for member bank borrowing, and bank reserve requirements.  A material change in these conditions would affect our results.  Parts of our business are also subject to federal and state securities laws and regulations.  Significant changes in these laws and regulations would also affect our business.

 

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We face strong competition from financial service companies and other companies that offer banking services which can negatively impact our business.  Increased competition in our market may result in reduced loans and deposits.  Ultimately, we may not be able to compete successfully against current and future competitors.  Many competitors offer the banking services that we offer in our service area.  These competitors include national, regional, and community banks.  We also face competition from many other types of financial institutions, including, without limitation, savings and loans, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks, and other financial intermediaries.  Recently passed legislation will make it easier for other types of financial institutions to compete with us.

 

Our results would be adversely affected if we suffered higher than expected losses on our loans.  We assume risk from the possibility that we will suffer losses because borrowers, guarantors, and related parties fail to perform under the terms of their loans.  We try to minimize this risk by adopting and implementing what we believe are effective underwriting and credit policies and procedures, including how we establish and review the allowance for credit losses.  We assess the likelihood of nonperformance, track loan performance, and diversify our credit portfolio.  Those policies and procedures may still not prevent unexpected losses that could adversely affect our results.

 

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PART II.

 

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(c)  Purchase of Equity Securities by the Issuer and Affiliated Purchaser.

 

The information required by subsection (c) of this item regarding purchases by the Company during the quarter ended September 30, 2004 of equity securities that are registered with the Company pursuant to Section 12 of the Exchange Act is incorporated by reference from that portion of Part I, Item 1 of the report under Note 5.

 

ITEM 6.     EXHIBITS

 

No.

 

 

 

 

 

10.1

 

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee Approval)

 

 

 

10.2

 

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee and Board Approval)

 

 

 

10.3

 

Form of Restricted Stock Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan

 

 

 

10.4

 

Form of Restricted Stock Unit Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan

 

 

 

10.5

 

Form of Director Stock Option Agreement Under the City National Corporation Amended and Restated 2002 Omnibus plan

 

 

 

31.1

 

Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.0

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

CITY NATIONAL CORPORATION

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

DATE:

November 9, 2004

 

/s/ Christopher J. Carey

 

 

 

 

CHRISTOPHER J. CAREY

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

 

 

(Authorized Officer and
Principal Financial Officer)

 

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