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City National 10-K 2007

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2006

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

 

(I.R.S. Employer

incorporation or organization)

 

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


Securities registered pursuant to Section 12(b) of the Act:

 

Name of each exchange on which

 

Title of each class

 

 

 

registered

 

Common Stock, $1.00 par value

 

New York Stock Exchange

Preferred Stock Purchase Rights

 

New York Stock Exchange

 

No securities are registered pursuant to Section 12(g) of the Act


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

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 x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, 2006, the aggregate market value of the registrant’s common stock (“Common Stock”) held by non-affiliates of the registrant was approximately $2,627,593,801 based on the June 30, 2006 closing sale price of Common Stock of $65.09 per share as reported on the New York Stock Exchange.

As of January 31, 2007, there were 47,637,986 shares of Common Stock outstanding.

Documents Incorporated by Reference

The information required to be disclosed pursuant to Part III of this report either shall be (i) deemed to be incorporated by reference from selected portions of City National Corporation’s definitive proxy statement for the 2007 annual meeting of stockholders, if such proxy statement is filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

 




PART I

Item 1.                        Business

General

City National Corporation (the “Corporation”), a Delaware corporation organized in 1968, is a bank holding company and a financial holding company under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (the “GLB Act”). The Corporation provides a wide range of banking, investing and trust services to its clients through its wholly-owned banking subsidiary, City National Bank (the “Bank” and together with the Corporation, its subsidiaries, and its asset management affiliates, the “Company”). The Bank, which has conducted business since 1954, is a national banking association headquartered in Beverly Hills, California and operating through 54 offices, including 12 full-service regional centers, in Southern California, the San Francisco Bay Area and New York City. At December 31, 2006, the Company had consolidated total assets of $14.9 billion, average loan balances of $9.9 billion, and assets under management or administration (excluding minority-owned asset managers) of $48.7 billion. The Company focuses on providing affluent individuals and entrepreneurs, their businesses and their families with complete financial solutions. The organization’s mission is to provide this banking and financial experience through an uncommon dedication to extraordinary service, proactive advice and total financial solutions.

On May 31, 2006, the Company completed the acquisition of Independence Investments LLC, a Boston-based investment management firm that manages $8 billion in assets for corporate, public and Taft-Hartley pension plans, as well as foundations and endowments. The purchase price was $25 million in cash. See “Management’s Discussion and Analysis” later in this report for further details regarding this acquisition.

On November 1, 2006, the Corporation announced a definitive agreement to acquire Business Bank Corporation, parent company of Business Bank of Nevada, Las Vegas, Nevada. The stockholders of Business Bank Corporation approved the acquisition at a special shareholders’ meeting held on February 9, 2007. The transaction is expected to close in the first quarter of 2007 subject to approval by banking regulators and the satisfaction of other customary closing conditions. See “Management’s Discussion and Analysis” later in this report for further details regarding this acquisition.

The Company has two reportable segments, Commercial and Private Banking and Other. The Other segment is comprised of all subsidiaries, Wealth Management Services and the portion of corporate departments allocated to the operating segments other than Commercial and Private Banking. Information about the Company’s segments is provided in Note 15 to the Consolidated Financial Statements beginning on page A-35 of this report as well as in the “Management’s Discussion and Analysis” beginning on page 28 of this report. In addition, the following information is provided to assist the reader in understanding the Company’s business segments:

The Bank’s principal client base comprises small to mid-sized businesses, entrepreneurs, professionals, and affluent individuals. Since commencing operations in 1954, the Bank has served its clients through relationship banking. The Bank’s value proposition is to provide the ultimate banking experience through depth of expertise, breadth of resources, focus and location, dedication to complete solutions, relationship banking model and an integrated team approach. Through the use of private and commercial banking teams, product specialists and investment advisors, the Bank facilitates the use by the client, where appropriate, of multiple services and products offered by the Company. The Company offers a broad range of lending, deposit, cash management, international banking, equipment financing, asset-based lending, and other products and services. The Company also lends, invests, and provides services in accordance with its Community Reinvestment Act (“CRA”) commitments.

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The Bank’s Wealth Management division and the Corporation’s asset management subsidiaries make available the following investment advisory and wealth management resources and expertise to the Company’s clients:

·       investment management and advisory services and brokerage services, including portfolio management, securities trading and asset management;

·       personal and business trust and investment services, including employee benefit trust services, 401(k) and defined benefit plans; and

·       estate and financial planning and custodial services.

The Bank also advises and makes available mutual funds under the name of CNI Charter Funds. The Corporation currently owns majority interests in eight investment advisor subsidiaries and minority interests in one asset management firm.

At December 31, 2006, the Company had 2,689 full-time equivalent employees.

Competition

There is significant competition among commercial banks and other financial institutions in the Corporation’s market areas. California and New York are both highly competitive environments for banking and other financial organizations providing private and business banking and wealth management services. The Bank faces competitive credit and pricing pressure as it competes with other banks and financial organizations. The Company’s performance is also significantly influenced by California’s economy. As a result of the GLB Act, the Corporation also competes with other providers of financial services such as money market mutual funds, securities firms, credit unions, insurance companies and other financial services companies. Furthermore, interstate banking legislation has promoted more intense competition by eroding the geographic constraints on the financial services industry.

Our ability to compete effectively is due to our provision of personalized services resulting from management’s knowledge and awareness of its clients’ needs and its market areas. We believe this relationship banking approach and knowledge provide a business advantage in providing high client satisfaction and serving the small to mid-sized businesses, entrepreneurs, professionals and other affluent individuals that comprise the Company’s client base. In addition, our ability to compete depends on our ability to continue to attract and retain our senior management and other key colleagues.

Economic Conditions, Government Policies, Legislation, and Regulation

The Company’s profitability, like most financial institutions, is highly dependent on interest rate differentials. In general, the difference between the interest rates paid by the Bank on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received by the Bank on its interest-earning assets, such as loans extended to its clients and securities held in its investment portfolio, comprise the major portion of the Company’s earnings. These rates are highly sensitive to many factors that are beyond the Company’s control, such as inflation, recession, and unemployment. Energy and commodity prices and the value of the dollar are additional primary sources of risk and volatility. The impact that future changes in domestic and foreign economic conditions might have on the Company cannot be predicted. See Item 1A—Risk Factors.

The Company’s business and earnings are affected by the monetary and fiscal policies of the federal government and its agencies, particularly the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Federal Reserve regulates the supply of money and credit in the United States. Among the instruments of monetary policy available to the Federal Reserve are its open-market operations in U.S. Government securities, including adjusting the required level of reserves for depository

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institutions subject to its reserve requirements, and varying the target federal funds and discount rates applicable to borrowings by depository institutions. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments, and deposits and also affect interest rates earned on interest-earning assets and paid on interest-bearing liabilities. The policies of the Federal Reserve may have an affect on the Company’s business, results of operations and financial condition.

Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies, and other financial institutions and financial services providers are frequently introduced in the U.S. Congress, in the state legislatures, and before various regulatory agencies. The likelihood and timing of any proposals or legislation and the impact they may have on the Company cannot be determined at this time.

Supervision and Regulation

General

The Corporation, the Bank and the Corporation’s non-banking subsidiaries are subject to extensive regulation under both federal and state law. This regulation is intended primarily for the protection of depositors, the deposit insurance fund, and the banking system as a whole, and not for the protection of shareholders of the Corporation. Set forth below is a summary description of the significant laws and regulations applicable to the Corporation and the Bank. The description is qualified in its entirety by reference to the applicable laws and regulations.

Regulatory Agencies

The Corporation is a legal entity separate and distinct from the Bank and its other subsidiaries. As a financial holding company and a bank holding company, the Corporation is regulated under the Bank Holding Company Act of 1956 (the “BHC Act”), and is subject to supervision, regulation and inspection by the Federal Reserve. The Corporation is also under the jurisdiction of the Securities and Exchange Commission (“SEC”) and is subject to the disclosure and regulatory requirements of the Securities Act of 1933, and the Securities Exchange Act of 1934, as administered by the SEC. The Corporation is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “CYN” and is subject to the rules of the NYSE for listed companies.

The Bank, as a national banking association, is subject to broad federal regulation and oversight extending to all its operations by the Office of the Comptroller of the Currency (“OCC”), its primary regulator, and also by the Federal Reserve and the Federal Deposit Insurance Corporation.

The Corporation’s non-bank subsidiaries are also subject to regulation by the Federal Reserve Board and other federal and state agencies. Under the Investment Advisers Act of 1940 (“Advisers Act”), an investment adviser who manages $25 million or more in client assets or who acts as an adviser to a registered investment company, such as our asset management firms, must register with the SEC. City National Securities, Inc. (“CNS”) is regulated by the SEC, the National Association of Securities Dealers, Inc. (“NASD”) and state securities regulators.

The Corporation

In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. As a result of the GLB Act, which amended the BHC Act, bank holding companies that are financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the OCC) or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety

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and soundness of depository institutions or the financial system generally (as determined solely by the Federal Reserve Board). Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and agency, and making merchant banking investments.

If a bank holding company seeks to engage in the broader range of activities that are permitted under the BHC Act for financial holding companies, (i) all of its depository institution subsidiaries must be “well capitalized” and “well managed” and (ii) it must file a declaration with the Federal Reserve Board that it elects to be a “financial holding company.” A depository institution subsidiary is considered to be “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Adequacy and Prompt Corrective Action,” included elsewhere in this item. A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. In addition, the subsidiary depository institution must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act. (See the section captioned “Community Reinvestment Act” included elsewhere in this item.) The Corporation’s declaration to become a financial holding company was deemed effective by the Federal Reserve Board in 2005.

Financial holding companies that do not continue to meet all of the requirements for such status will, depending on which requirement they fail to meet, face not being able to undertake new activities or acquisitions that are financial in nature, or losing their ability to continue those activities that are not generally permissible for bank holding companies. In addition, failure to satisfy conditions prescribed by the Federal Reserve to correct any such requirements could result in orders to divest banking subsidiaries or to cease engaging in activities other than those closely related to banking under the BHC Act.

The BHC Act generally limits acquisitions by bank holding companies that are not qualified as financial holding companies to commercial banks and companies engaged in activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. Financial holding companies like the Corporation are also permitted to acquire companies engaged in activities that are financial in nature and in activities that are incidental and complementary to financial activities, without prior approval of the Federal Reserve Board.

The BHC Act, the Federal Bank Merger Act, and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the Federal Reserve Board for the direct or indirect acquisition of more than 5.0 percent of the voting shares of a commercial bank or its parent holding company. Under the Federal Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant’s performance record under the Community Reinvestment Act (see the section captioned “Community Reinvestment Act” included elsewhere in this item) and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.

Source of Strength Doctrine

Federal Reserve Board policy requires a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks and does not permit a bank holding company to conduct its operations in an unsafe or unsound manner. Under this “source of strength doctrine,” a bank holding company is expected to stand ready to use its available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity, and to maintain resources and the capacity to raise capital that it can commit to its subsidiary banks. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment of deposits and to certain other indebtedness of such subsidiary banks. The BHC Act provides that, in the event of a bank holding

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company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. In addition, under the National Bank Act, if the capital stock of the Bank is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon the Corporation. If the assessment is not paid within three months, the OCC could order a sale of the Bank stock held by the Corporation to make good the deficiency. Furthermore, the Federal Reserve has the right to order a bank holding company to terminate any activity that the Federal Reserve believes is a serious risk to the financial safety, soundness or stability of any subsidiary bank.

The Bank

The OCC has extensive examination, supervision and enforcement authority over all national banks, including the Bank. If, as a result of an examination of a bank, the OCC determines that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the bank’s operations are unsatisfactory or that the bank or its management is violating or has violated any law or regulation, various remedies are available to the OCC. These remedies include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in capital, to restrict the growth of the Bank, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate the Bank’s deposit insurance.

The OCC, as well as other federal banking agencies, has adopted regulations and guidelines establishing safety and soundness standards, including but not limited to such matters as loan underwriting and documentation, risk management, internal controls and audit systems, interest rate risk exposure, asset quality and earnings and compensation and other employee benefits.

Various other requirements and restrictions under the laws of the United States affect the operations of the Bank. Statutes and regulations relate to many aspects of the Bank’s operations, including reserves against deposits, ownership of deposit accounts, interest rates payable on deposits, loans, investments, mergers and acquisitions, borrowings, dividends, locations of branch offices, and capital requirements.

Anti-Money Laundering and OFAC Regulation

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The Bank Secrecy Act of 1970 (“BSA”) and subsequent laws and regulations require the Bank to take steps to prevent the use of the Bank or its systems from facilitating the flow of illegal or illicit money and to file suspicious activity reports. Those requirements include ensuring effective Board and management oversight, establishing policies and procedures, developing effective monitoring and reporting capabilities, ensuring adequate training and establishing a comprehensive internal audit of BSA compliance activities. The USA Patriot Act of 2001 (“Patriot Act”) significantly expanded the anti-money laundering (“AML”) and financial transparency laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Regulations promulgated under the Patriot Act impose various requirements on financial institutions, such as standards for verifying client identification at account opening and maintaining expanded records (including “Know Your Customer” and “Enhanced Due Diligence” practices) and other obligations to maintain appropriate policies, procedures and controls to aid the process of preventing, detecting, and reporting money laundering and terrorist financing. The Patriot Act also applies BSA procedures to broker-dealers. An institution subject to the Patriot Act must provide AML training to employees, designate an AML compliance officer and annually audit the AML program to assess its effectiveness. The OCC continues to issue regulations and new guidance with respect to the application and requirements of BSA and AML. The United States has imposed economic sanctions that affect transactions with designated foreign

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countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

Failure of a financial institution to maintain and implement adequate BSA, AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.

Dividends and Other Transfers of Funds

The Corporation is a legal entity separate and distinct from the Bank. Dividends from the Bank constitute the principal source of cash revenues to the Corporation. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Corporation. The prior approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year would exceed the sum of the bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus. Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan and lease losses. Under the most restrictive of these restrictions, at December 31, 2006, the Bank could have paid dividends of $143.9 million to the Corporation without obtaining prior approval of its banking regulators and without adversely affecting the Bank’s “well capitalized” status. This amount is not necessarily indicative of amounts that may be paid or available to be paid in future periods. In addition, federal bank regulatory authorities can prohibit the Bank from paying dividends, depending upon the Bank’s financial condition, if such payment is deemed to constitute an unsafe or unsound practice. The appropriate federal regulatory authorities have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.

Federal law limits the ability of the Bank to extend credit to the Corporation or its other affiliates, to invest in stock or other securities thereof, to take such securities as collateral for loans, and to purchase assets from the Corporation or other affiliates. These restrictions prevent the Corporation and such other affiliates from borrowing from the Bank unless the loans are secured by marketable obligations of designated amounts. Further, such secured loans and investments by the Bank to or in the Corporation or to or in any other affiliate are limited individually to 10 percent of the Bank’s capital stock and surplus and in the aggregate to 20 percent of the Bank’s capital stock and surplus. See “Note 13 to Notes to Consolidated Financial Statements” on page A-31 of this report.

Federal law also provides that extensions of credit and other transactions between the Bank and the Corporation or one of its non-bank subsidiaries must be on terms and conditions, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions involving other non-affiliated companies, or, in the absence of comparable transactions, on terms and conditions, including credit standards, that in good faith would be offered to, or would apply to, non-affiliated companies. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services.

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Capital Adequacy and Prompt Corrective Action

Each federal banking regulatory agency has adopted risk-based capital regulations under which a banking organization’s capital is compared to the risk associated with its operations for both transactions reported on the balance sheet as assets as well as transactions which are off-balance sheet items, such as letters of credit and recourse arrangements. Under the capital regulations, the nominal dollar amounts of assets and the balance sheet equivalent amounts of off-balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0 percent for asset categories with low credit risk, such as certain U.S. Treasury securities, to 100 percent for asset categories with relatively high credit risk, such as commercial loans.

In addition to the risk-based capital guidelines, federal banking regulatory agencies require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. For a banking organization rated composite 1 under the “Composite Uniform Financial Institutions Rating System (CAMELS)” for banks, which indicates the lowest level of supervisory concern of the five categories used by the federal banking agencies to rate banking organizations (“5” being the highest level of supervisory concern), the minimum leverage ratio is 3 percent. For all banking organizations other than those rated composite 1 under the CAMELS system, the minimum leverage ratio is 4 percent. Banking organizations with supervisory, financial, operational, or managerial weaknesses, as well as organizations that are anticipating or experiencing significant growth, are expected to maintain capital ratios above the minimum levels. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the federal banking agencies have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.

At December 31, 2006, the Corporation and the Bank each exceeded the required risk-based capital ratios for classification as “well capitalized” as well as the required minimum leverage ratios. See “Management’s Discussion and Analysis—Balance Sheet Analysis—Capital” on page 62 of this report.

The Federal Deposit Insurance Act requires federal bank regulatory agencies to take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution’s treatment for purposes of the prompt corrective action provisions will depend on how its capital levels compare to various capital measures and certain other factors, as established by regulation.

The existing U.S. federal bank regulatory agencies’ risk-based capital guidelines are based upon the 1988 capital accord (Basel I) of the Basel Committee on Banking Supervision (“BIS”). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. In June 2004, BIS issued a revised framework for measuring capital adequacy (“Basel II”) including setting capital requirements for operational risk and refining the existing capital requirements for credit risk and market risk. Basel II promotes risk management practices and includes a greater use of assessments of risk provided by banks’ internal systems as inputs to capital calculations. Operational risk is defined to mean the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems in connection with external events. The U.S. banking and thrift agencies are developing proposed revisions to their existing capital adequacy regulations and standards based on Basel II. In September 2006, the agencies issued a notice of proposed rulemaking setting forth a definitive proposal for implementing Basel II in the United States that would apply only to internationally active banking organizations—defined as those with consolidated total assets of $250 billion or more or consolidated on-balance sheet foreign exposures of $10 billion or more—but that other U.S. banking organizations could elect, but would not be required to apply.

In December 2006, the banking agencies issued a notice of proposed rulemaking (NPR) for a more fully developed U.S. risk-based capital framework. The amendments in this NPR, often referred to as

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“Basel IA” would apply to banks not using the advanced approaches prescribed by Basel II. The NPR would allow most banks to choose between the Basel I, IA and II capital standards. Banks not required to follow Basel II would have the option to adopt the Basel IA requirements, or remain subject to the existing risk-based capital rules under Basel I. The stated goal of Basel IA is to improve current bank standards by making them more risk sensitive, without creating a system that is too complex and expensive. The regulators are also acknowledging and soliciting industry input, emphasizing the need for a capital standard that eliminates or minimizes the competitive advantage of one methodology over another. The capital-adequacy framework of Basel IA is intended to produce more sensitive, risk-based capital requirements than the existing general risk-based capital rules resulting from Basel I, without the heavy regulatory burden of Basel II. Basel II core or opt-in banks would rely on internal risk-measurement systems to estimate risk parameters for exposures, using specific risk-based capital formulas to transform the internally calculated risk parameters into risk-weighted asset amounts. Credit and operational risk-weighted assets represent a bank’s total risk-weighted assets, which are the basis for determining a bank’s capital requirements. Basel IA banks would generally rely on a combination of their existing internal loan risk-rating system, external ratings of certain debt issues and issuers, real estate collateral valuations, and an expanded system of risk-weighting percentages and credit conversion factors to allocate capital for credit, operational and market risks. The proposed Basel IA rule maintains the general risk-based capital rules’ minimum tier-1, risk-based capital ratio of four percent and total risk-based capital ratio of eight percent.

The comment period for the NPR expires on March 26, 2007. The banking agencies have indicated their intent to have the Basel II provisions for internationally active U.S. banking organizations first become effective in March 2009 and that those provisions and the Basel IA provisions for others will be implemented on similar timeframes. The Corporation is not an internationally active banking organization and has not made a determination as to whether it would opt to apply the Basel IA or the Basel II provisions once they become effective.

Premiums for Deposit Insurance

The Bank’s deposit accounts are insured by the Bank Insurance Fund (“BIF”), as administered by the Federal Deposit Insurance Corporation (the “FDIC”), up to the maximum permitted by law. Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or the institution’s primary regulator.

The FDIC charges an annual assessment for the insurance of deposits, which as of December 31, 2006 ranged from 0 to 27 cents per $100 of insured deposits, based on the risk a particular institution poses to its deposit insurance fund. The risk classification is based on an institution’s capital group and supervisory subgroup assignment. An institution’s capital group is based on the FDIC’s determination of whether the institution is well capitalized, adequately capitalized, or less than adequately capitalized. An institution’s supervisory subgroup assignment is based on the FDIC’s assessment of the financial condition of the institution and the probability that FDIC intervention or other corrective action will be required. The bank was not required to pay any deposit insurance premiums in 2006. In 2007 the FDIC will impose higher assessment rates in connection with declines in the insurance fund. Under the Federal Deposit Insurance Reform Act of 2005, which became law in 2006, the Bank received a one-time assessment credit of $6.4 million that will be applied against 2007 premiums, subject to certain limitations. In addition to its normal deposit insurance premium as a member of the BIF, the Bank must pay an additional premium toward the retirement of the Financing Corporation bonds (“FICO Bonds”) issued in the 1980s to assist in the recovery of the savings and loan industry. In 2006, this premium was approximately $1.5 million, determined at the rate of 1.3 cents per $100 of insured deposits. An increase in the assessment rate in

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future years could have a material adverse affect on the Corporation’s earnings, depending on the amount of the increase.

Depositor Preference

The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institutions, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.

Interstate Banking and Branching

The Riegle-Neal Interstate Banking and Branching Act permits banks and bank holding companies from any state to acquire banks located in any other state, subject to certain conditions, including certain nationwide and state-imposed concentration limits. The Company also has the ability, subject to certain restrictions, to acquire branches outside its home state by acquisition or merger. The establishment of new interstate branches is also possible in those states with laws that expressly permit de novo branching. Interstate branches are subject to certain laws of the states in which they are located. In December 2002, the Company purchased an existing branch in New York and opened a private banking facility and in November 2006, the Corporation announced plans to acquire a bank in Nevada. From time to time, the Company may engage in additional interstate branch and bank acquisitions.

Community Reinvestment Act

Under the Community Reinvestment Act of 1977 (“CRA”), the Bank has a continuing and affirmative obligation consistent with safe and sound banking practices to help meet the credit needs of its entire community, including low and moderate income neighborhoods. CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with CRA. CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local communities and to take that record into account in its evaluation of certain applications by such institution, such as applications to grant charters, branches and other deposit facilities, relocations, mergers, consolidations and acquisitions or engage in certain activities pursuant to the GLB Act. An unsatisfactory rating may be the basis for denying the application. Based on its most recent examination report from January 2006, the Bank received an overall rating of “satisfactory.”  In arriving at the overall rating, the OCC rated the Bank’s performance levels under CRA with respect to lending (high satisfactory), investment (outstanding) and service (high satisfactory).

Consumer Protection Laws

The Company is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, and the Real Estate Settlement Procedures Act, and various state law counterparts.

In addition, federal law and certain state laws (including California) currently contain client privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy policies to clients and, in some circumstance, allow consumers to

10




prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of  “opt out” or “opt in” authorizations. Pursuant to the GLB Act and certain state laws (including California) companies are required to notify clients of security breaches resulting in unauthorized access to their personal information.

Securities and Exchange Commission

The Sarbanes-Oxley Act (“SOX”) of 2002 imposed significant new requirements on publicly-held companies such as the Corporation, particularly in the area of external audits, financial reporting and disclosure, conflicts of interest, and corporate governance at public companies. The Company, like other public companies, has reviewed and reinforced its internal controls and financial reporting procedures in response to the various requirements of SOX and implementing regulations issued by the SEC and the New York Stock Exchange. The Company always emphasized best practices in corporate governance and has continued to do so in compliance with these new legal requirements, which are intended to enable stockholders to more easily and efficiently monitor the performance of companies and directors.

The SEC regulations applicable to the Company’s investment advisers cover all aspects of the investment advisory business, including compliance requirements, limitations on fees, record-keeping, reporting and disclosure requirements and general anti-fraud prohibitions.

11




Executive Officers of the Registrant

Shown below are the names and ages of all executive officers of the Corporation and officers of the Bank who are deemed to be executive officers of the Corporation as of January 31, 2007, with indication of all positions and offices with the Corporation and the Bank.

Name

 

 

 

Age

 

Present principal occupation and principal
occupation during the past five years

Russell D. Goldsmith

 

56

 

President, City National Corporation since May 2005; Chief Executive Officer, City National Corporation and Chairman of the Board and Chief Executive Officer, City National Bank since October 1995; Vice Chairman of City National Corporation October 1995 to May 2005

Bram Goldsmith

 

84

 

Chairman of the Board, City National Corporation

Christopher J. Carey

 

52

 

Executive Vice President and Chief Financial Officer, City National Corporation and City National Bank since July 2004; Executive Vice President and Chief Financial Officer, Provident Financial Group, November 1998 to June 2004

Christopher J. Warmuth

 

52

 

Executive Vice President, City National Corporation and President, City National Bank since May 2005; Executive Vice President and Chief Credit Officer, City National Bank June 2002 to May 2005; Executive Vice President and Chief Commercial Credit Officer, Bank of the West, April 2002 to May 2002; Chief Credit Officer and Head of the Quality Management Division, United California Bank (formerly Sanwa Bank), March 1998 to March 2002

Michael B. Cahill

 

53

 

Executive Vice President, Corporate Secretary and General Counsel, City National Bank and City National Corporation since June 2001; Interim Senior Risk Management Officer, October 2003 to July 2004

Brian Fitzmaurice

 

46

 

Executive Vice President and Chief Credit Officer, City National Bank since February 2006; Senior Risk Manager, Citibank West, FSB successor to California Federal Bank, FSB, November 2002 to February 2006; Senior Vice President and Chief Credit Officer, Commercial Banking, California Federal Bank, FSB, April 1998 to November 2002

Nancy Gilson

 

51

 

Controller, City National Corporation and City National Bank since April 2005; Assistant Controller, City National Bank, December 2004 to April 2005; Vice President, Financial Reporting, California National Bank, October 2002 to December 2004; Vice President, Controller, California National Bank, March 1997 to September 2002


(1)          Mr. Russell Goldsmith is the son of Mr. Bram Goldsmith.

12




Available Information

The Company’s home page on the Internet is www.cnb.com. The Company makes its web site content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K.

The Company makes its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for its annual shareholder meetings, as well as any amendment to those reports, available free of charge through the Investor Relations page of its web site as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. More information about the Company can be obtained by reviewing the Company’s SEC filings on its web site. Information about the Corporation’s Board of Directors (the “Board”) and its committees and the Company’s corporate governance policies and practices is available on the Corporate Governance section of the Investor Relations page of the Company’s web site. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including the Corporation.

Item 1A—Risk Factors

Forward-Looking Statements

This report and other reports and statements issued by the Company and its officers from time to time contain forward-looking statements 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 information concerning our possible or assumed future results of operations, 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. By their nature, forward-looking statements are subject to risks, uncertainties, and assumptions. These statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made or to update earnings guidance including the factors that influence earnings. A number of factors, many of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include, without limitation, the significant factors set forth below.

Factors That May Affect Future Results

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 fluctuate. This causes our spread to increase or decrease and affects our net interest income. In addition, interest rates affect how much money we lend, and changes in interest rates may negatively affect deposit growth.

Bank clients could move their money to alternative investments causing us to lose a lower cost source of funding.   Demand deposits can decrease when clients perceive alternative investments, such as those available in our wealth management business, as providing a better risk/return tradeoff. When clients move

13




money out of bank demand deposits and into other investments, we lose a relatively low cost source of funds, increasing our funding costs and reducing our net interest income.

Significant changes in banking laws or regulations 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. For further discussion of the regulation of financial services, see “Supervision and Regulation” and the discussion under Item 1, Business, “Economic Conditions, Government Policies, Legislation and Regulation.”

Increased competition from financial service companies and other companies that offer banking services could negatively impact our business.   Increased competition in our market may result in reduced loans and deposits. Many competitors offer the banking services that we offer in our service area. These competitors include national, regional, and community banks. We also face intense competition from many other types of financial institutions, including, without limitation, savings and loans, finance companies, brokerage firms, insurance companies, credit unions, private equity funds, mortgage banks, and other financial intermediaries. In addition, technological advances and the growth of e-commerce have made it possible for non-depository institutions to offer products and services that were traditionally offered only by banks.

We also face intense competition for talent. Our success depends, in large part, on our ability to hire and retain key people. Competition for the best people in most businesses in which we engage can be intense. If we are unable to attract and retain talented people, our business could suffer.

Our results would be adversely affected if we suffered higher than expected losses on our loans due to a slowing economy, real estate cycles or other economic events.   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 loan and lease 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.

The Company continually monitors changes in the economy, particularly housing prices and unemployment rates. We also monitor the value of collateral, such as real estate, for loans made by us. A decline in value of such collateral would in turn reduce clients’ borrowing power and reduce the value of assets associated with our existing loans.

General business and economic conditions may significantly affect our earnings.   Our business and earnings are sensitive to general business and economic conditions. These conditions include the characteristics and slope of the yield curve, inflation, available money supply, the value of the U.S. dollar as compared to foreign currencies, fluctuations in both debt and equity markets, and the strength of the U.S. economy and the local economies in which we conduct business. Changes in these conditions may adversely affect demand for our products and services, and may adversely affect the underlying financial strength and liquidity of our clients. A prolonged economic downturn could increase the number of clients who become delinquent or default on their loans. An increase in delinquencies or defaults could result in a higher level of nonperforming assets, charge-offs and provision for credit losses, which could adversely affect our earnings.

14




Our controls and procedures could fail or be circumvented.   Management regularly reviews and updates our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, but not absolute, assurances of the effectiveness of these systems and controls, and that the objectives of these controls have been met. Any failure or circumvention of our controls and procedures, and any failure to comply with regulations related to controls and procedures could adversely affect our business, results of operations and financial condition.

Changes in accounting standards or tax legislation.   Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time the Financial Accounting Standards Board (“FASB”) changes the financial accounting and reporting standards that govern the preparation of our financial statements or elected representatives approve changes to tax laws. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations.

Acquisition risks.   We have in the past and may in the future seek to grow our business by acquiring other businesses. We cannot predict the frequency, size or timing of our acquisitions, and we typically do not comment publicly on a possible acquisition until we have signed a definitive agreement.  There can be no assurance that our acquisitions will have the anticipated positive results, including results related to: the total cost of integration; the time required to complete the integration; the amount of longer-term cost savings; or the overall performance of the combined entity. Integration of an acquired business can be complex and costly. If we are not able to integrate successfully past or future acquisitions, there is a risk that results of operations could be adversely affected.

Operational risks.   The potential for operational risk exposure exists throughout our organization. Integral to our performance is the continued efficacy of our technology and information systems, operational infrastructure, relationships with third parties and our colleagues in our day-to-day and ongoing operations. Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope. This includes but is not limited to operational or systems failures, disruption of client operations and activities, ineffectiveness or exposure due to interruption in third party support as expected, as well as, the loss of key colleagues or failure on the part of key colleagues to perform properly.

Negative public opinion could damage our reputation and adversely affect our earnings.   Reputational risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including activities in our private and business banking operations and investment and trust operations; our management of actual or potential conflicts of interest and ethical issues; and our protection of confidential client information. Negative public opinion can adversely affect our ability to keep and attract clients and can expose us to litigation and regulatory action. We take steps to minimize reputation risk in the way we conduct our business activities and deal with our clients and communities.

Item 1B—Unresolved Staff Comments

The Company has no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its 2006 fiscal year and that remain unresolved.

Item 2.                        Properties

The Company has its principal offices in the City National Center, 400 North Roxbury Drive, Beverly Hills, California 90210, which the Company owns and occupies. The property has a market value in excess of its depreciated value included in the Company’s financial statements. As of December 31, 2006, the

15




Bank owned one other banking office property in Riverside, California. The Company actively maintains operations in 54 banking offices and certain other properties.

The Bank leases approximately 386,648 rentable square feet of commercial office space in downtown Los Angeles in the office tower located at 555 S. Flower Street (“City National Tower” and together with the three story plaza building adjacent to City National Tower at 525 S. Flower Street, “City National Plaza”). City National Tower serves as the Bank’s administrative center, bringing together more than 24 departments. In addition, City National Plaza houses the Company’s Downtown Los Angeles Regional Center, offering extensive private and business banking and wealth management capabilities.

The remaining banking offices and other properties are leased by the Bank. Total annual rental payments (exclusive of operating charges and real property taxes) are approximately $26 million, with lease expiration dates for office facilities ranging from 2007 to 2022, exclusive of renewal options.

Item 3.                        Legal Proceedings

The Corporation and its subsidiaries are defendants in various pending lawsuits. Based on present knowledge, management, including in-house counsel, does not believe that the outcome of such lawsuits will have a material adverse effect upon the Company.

The Corporation is not aware of any material proceedings to which any director, officer, or affiliate of the Corporation, any owner of record or beneficially of more than 5 percent of the voting securities of the Corporation as of December 31, 2006, or any associate of any such director, officer, affiliate of the Corporation, or security holder is a party adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries.

Item 4.                        Submission of Matters to a Vote of Security Holders

There was no submission of matters to a vote of security holders during the fourth quarter of the year ended December 31, 2006.

16




PART II

Item 5.                        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Corporation’s common stock is listed and traded principally on the New York Stock Exchange under the symbol “CYN.” Information concerning the range of high and low sales prices for the Corporation’s common stock, and the dividends declared, for each quarterly period within the past two fiscal years is set forth below.

 

 

 

 

 

 

Dividends

 

Quarter Ended

 

 

 

High

 

Low

 

Declared

 

2006

 

 

 

 

 

 

 

March 31

 

$

78.25

 

$

71.95

 

 

$

0.41

 

 

 

June 30.

 

78.25

 

60.02

 

 

0.41

 

 

 

September 30

 

68.41

 

63.69

 

 

0.41

 

 

 

December 31.

 

71.29

 

65.34

 

 

0.41

 

 

 

2005

 

 

 

 

 

 

 

 

 

 

March 31

 

$

71.35

 

$

67.49

 

 

$

0.36

 

 

 

June 30

 

72.90

 

66.84

 

 

0.36

 

 

 

September 30.

 

76.10

 

68.42

 

 

0.36

 

 

 

December 31

 

75.12

 

66.39

 

 

0.36

 

 

 

 

As of January 31, 2007, the closing price of the Corporation’s stock on the New York Stock Exchange was $71.93 per share. As of that date, there were approximately 2,305 holders of record of the Corporation’s common stock. On January 22, 2007, the Board of Directors authorized a regular quarterly cash dividend on its common stock at a rate of $0.46 per share payable on February 21, 2007 to all shareholders of record on February 7, 2007.

For a discussion of dividend restrictions on the Corporation’s common stock, see Note 13 of the Notes to Consolidated Financial Statements on page A-31 of this report.

The following table provides information about purchases by the Company of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2006.

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

 

10/01/06 - 10/31/06

 

 

80,000

 

 

 

65.70

 

 

 

80,000

 

 

 

1,219,300

 

 

11/01/06 - 11/30/06

 

 

116,300

 

 

 

66.50

 

 

 

116,300

 

 

 

1,103,000

 

 

12/01/06 - 12/31/06

 

 

45,300

 

 

 

67.87

 

 

 

45,300

 

 

 

1,057,700

 

 

 

 

 

241,600

(1)

 

 

66.49

 

 

 

241,600

 

 

 

1,057,700

(1)

 


(1)          On July 6, 2006, the Company’s Board of Directors authorized the Company to repurchase 1.5 million additional shares of the Company’s stock following completion of its previously approved initiative. Unless terminated earlier by resolution of our Board of Directors, the program will expire when the Company has repurchased all shares authorized for repurchase thereunder. During the fourth quarter of 2006, the Company repurchased an aggregate of 241,600 shares of our common stock pursuant to the repurchase program that we publicly announced on July 6, 2006, and there are 1,057,700 shares remaining to be purchased. We received no shares in payment for the exercise price of stock options.

17




Item 6.                        Selected Financial Data

The information required by this item appears on page 27, under the caption “Selected Financial Information,” and is incorporated herein by reference.

Item 7.                        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item appears on pages 28 through 62, under the caption “Management’s Discussion and Analysis,” and is incorporated herein by reference.

Item 7A.                Quantitative and Qualitative Disclosures about Market Risk

The information required by this item appears on pages 44 through 48, under the caption “Management’s Discussion and Analysis,” and is incorporated herein by reference.

Item 8.                        Financial Statements and Supplementary Data

The information required by this item appears on page 64 under the captions “2006 Quarterly Operating Results” and “2005 Quarterly Operating Results,” and on page A-5 through A-40 and is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.                Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management’s Report on Internal Control over Financial Reporting.

Management’s Report on Internal Control Over Financial Reporting appears on page A-1 of this report. The Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on management’s assessment of the Company’s internal control over financial reporting. That report appears on page A-2.

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.               Other Information.

None.

18




PART III

Item 10.                 Directors and Executive Officers of the Registrant

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G (3).

The additional information required by this item will appear in the Corporation’s definitive proxy statement for the 2007 Annual Meeting of Stockholders (the “2007 Proxy Statement”), and such information either shall be (i) deemed to be incorporated herein by reference from that portion of the 2007 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

Item 11.                 Executive Compensation

The information required by this item will appear in the 2007 Proxy Statement, and such information either shall be (i) deemed to be incorporated herein by reference from the 2007 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

Item 12.                 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will appear in the 2007 Proxy Statement, and such information either shall be (i) deemed to be incorporated herein by reference from the 2007 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

Item 13.                 Certain Relationships and Related Transactions

The information required by this item will appear in the 2007 Proxy Statement, and such information either shall be (i) deemed to be incorporated herein by reference from the 2007 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period. Also see “Note 5 to Notes to Consolidated Financial Statements” on page A-18 of this report.

Item 14.                 Principal Accountant Fees and Services.

The information required by this item will appear in the 2007 Proxy Statement, and such information either shall be (i) deemed to be incorporated herein by reference from the 2007 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation’s most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

19




PART IV

Item 15.                 Exhibits and Financial Statement Schedules

(a)   The following documents are filed as part of this report:

1.                 Financial Statements:

 

2.                 All other schedules and separate financial statements of 50 percent or less owned companies accounted for by the equity method have been omitted because they are not applicable.

3.                 Exhibits

3.

(a)

 

Restated Certificate of Incorporation (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(b)

 

Form of Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(c)

 

Bylaws, as amended to date (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

4.

(a)

 

Specimen Common Stock Certificate for Registrant (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(b)

 

Issuing and Paying Agreement between the Bank and Continental Stock Transfer & Trust Company dated as of January 7, 1998 pursuant to which the Bank issued its 6.375 percent Subordinated Notes Due 2008 in the principal amount of $125 million and form of 6.375 percent Subordinated Note due 2008 (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(c)

 

6.75 percent Subordinated Notes Due 2011 in the principal amount of $150.0 million.

 

 

(d)

 

Indenture dated as of February 13, 2003 between Registrant and U.S. Bank National Association, as Trustee pursuant to which Registrant issued its 5.125 percent Senior Notes due 2013 in the principal amount of $225.0 million and form of 5.125 percent Senior Note due 2013 (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(e)

 

Certificate of Amendment of Articles of Incorporation of CN Real Estate Investment Corporation Articles of Incorporation (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(f)

 

CN Real Estate Investment Corporation Bylaws

 

 

(g)

 

CN Real Estate Investment Corporation Servicing Agreement

 

 

(h)

 

CN Real Estate Investment Corporation II Articles of Amendment and Restatement (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

20




 

 

(i)

 

CN Real Estate Investment Corporation II Amended and Restated Bylaws (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(j)

 

Rights Agreement dated as of February 26, 1997 between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

10.

(a)*

 

Employment Agreement made as of May 15, 2003, by and between Bram Goldsmith, and the Registrant and City National Bank. (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).

 

 

(b)*

 

Split Dollar Life Insurance Agreement Collateral Assignment Plan between City National Bank and the Goldsmith 1980 Insurance Trust, dated as of June 13, 1980, and first through fourth amendments thereto (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(c)*

 

Fifth Amendment to Split Dollar Life Insurance Agreement Collateral Assignment Plan between City National Bank and the Goldsmith 1980 Insurance Trust, dated May 15, 1995 (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(d)*

 

Sixth Amendment to Split Dollar Life Insurance Agreement Collateral Assignment Plan between City National Bank and the Goldsmith 1980 Insurance Trust, dated March 18, 1998 (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(e)*

 

Seventh Amendment to Split Dollar Life Insurance Agreement Collateral Assignment Plan between City National Bank and the Goldsmith 1980 Insurance Trust, dated June 1, 1999. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(f)*

 

Employment Agreement made as of May 15, 2001, by and between Bram Goldsmith, and the Registrant and City National Bank, including Eighth Amendment to Split Dollar Life Insurance Agreement Collateral Assignment Plan between City National Bank and the Goldsmith 1980 Insurance Trust, dated May 15, 2001

 

 

(g)*

 

Intentionally Omitted.

 

 

(h)*

 

Intentionally Omitted.

 

 

(i)*

 

Employment Agreement made as of June 30, 2006 by and between Russell Goldsmith and the Registrant and City National Bank (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).

 

 

(j)*

 

1995 Omnibus Plan (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)

 

 

(k)*

 

Amendment to 1995 Omnibus Plan (This Exhibit is incorporated by reference form the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).

 

 

(l)*

 

Amended and Restated Section 2.8 of 1995 Omnibus Plan (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

 

 

(m)*

 

1999 Omnibus Plan (This Exhibit is incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(n)*

 

Amended and Restated 2002 Omnibus Plan (This Exhibit is incorporated by reference from the Registrant’s Proxy Statement filed with the SEC for the Annual Meeting of Shareholders held on April 28, 2004).

 

 

(o)*

 

Amended and Restated 1999 Variable Bonus Plan (This Exhibit is incorporated by reference from the Registrant’s Proxy Statement filed with the SEC for the Annual Meeting of Shareholders held on April 28, 2004).

21




 

 

(p)*

 

Form of Indemnification Agreement for directors and executive officers of the Company. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(q)*

 

2000 City National Bank Executive Deferred Compensation Plan. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.)

 

 

(r)*

 

Form of Change of Control Agreement for members of City National Bank executive committee (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

 

 

(s)*

 

2000 City National Bank Director Deferred Compensation Plan. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.)

 

 

(t)*

 

City National Bank Executive Management Bonus Plan. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.)

 

 

(u)*

 

City National Corporation 2001 Stock Option Plan. (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.)

 

 

(v)

 

Lease dated September 30, 1996 between Citinational-Buckeye Building Co. and City National Bank, as amended by that certain First Lease Addendum dated as of May 1, 1998, by that certain Second Lease Addendum dated as of November 13, 1998, by that certain Third Lease Addendum dated as of November 1, 2002 and the 2003 Lease Supplement (as herein defined) (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

 

 

(w)

 

Lease dated November 1, 2002, between Citinational-Buckeye Building Co. and City National Bank as amended by the 2003 Lease Supplement (as herein defined)) (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

 

 

(x)

 

Lease dated August 1, 2000, between Citinational-Buckeye Building Co. and City National Bank, as amended by that certain First Lease Addendum dated as of November 1, 2002, and the 2003 Lease Supplement (as herein defined)) (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

 

 

(y)

 

Lease Supplement, dated May 28, 2003 (the “2003 Lease Supplement”), by and between Citinational Buckeye Building Co and City National Bank) (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

 

 

(z)

 

Lease dated November 19, 2003 between TPG Plaza Investments and City National Bank (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)) (This Exhibit is incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

 

 

10.1*

 

Form of Restricted Stock Unit Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

 

 

10.2*

 

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee and Board Approval) (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

22




 

 

10.3*

 

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee Approval)) (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

 

 

10.4*

 

Form of Restricted Stock Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan) (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

 

 

10.5*

 

Form of Director Stock Option Agreement Under the City National Corporation Amended and Restated 2002 Omnibus plan (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

 

 

10.6*

 

City National Corporation 2006 Compensatory Agreement with CEO and Named Executive Officers filed in current report on Form 8-K dated March 1, 2006 (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

 

 

10.7*

 

Amendment to Employment Agreement dated as of May 15, 2005 by and between Bram Goldsmith and City National Corporation and City National Bank. (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).

 

 

10.8*

 

First Amendment to the City National Corporation Amended and Restated 2002 Omnibus Plan. (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).

 

 

10.9*

 

Form of Stock Option Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan (2006 and later grants). (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)

 

 

10.10*

 

Form of Restricted Stock Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement Addendum (2006 and later grants). (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)

 

 

10.11*

 

Form of Restricted Stock Unit Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement Addendum (2006 and later grants). (This Exhibit is incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)

 

 

10.12*

 

Form of Restricted Stock Unit Award Agreement (Cash Only Award) Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement (Cash Only Award) Addendum.

 

 

21

 

Subsidiaries of the Registrant

 

 

23

 

Consent of KPMG LLP

 

 

31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.0

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*                    Management contract or compensatory plan or arrangement

23




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

City National Corporation

 

(Registrant)

 

By

/s/ RUSSELL D. GOLDSMITH

 

 

Russell D. Goldsmith,

February 27, 2007

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

 

 

 

Title

 

 

 

Date

 

/S/ RUSSELL D. GOLDSMITH

 

President/Chief Executive

 

February 27, 2007

Russell D. Goldsmith
(Principal Executive Officer)

 

Officer/Director

 

 

/S/ CHRISTOPHER J. CAREY

 

Executive Vice President and

 

February  27, 2007

Christopher J. Carey (Principal Financial Officer and Principal Accounting Officer)

 

Chief Financial Officer

 

 

/S/ BRAM GOLDSMITH

 

Chairman of the Board/Director

 

February  27, 2007

Bram Goldsmith

 

 

 

 

/S/ CHRISTOPHER J. WARMUTH

 

Executive Vice President/Director

 

February  27, 2007

Christopher J. Warmuth

 

 

 

 

/S/ RICHARD L. BLOCH

 

Director

 

February  27, 2007

Richard L. Bloch

 

 

 

 

/S/ KENNETH L. COLEMAN

 

Director

 

February  27, 2007

Kenneth L. Coleman

 

 

 

 

/S/ ASHOK ISRANI

 

Director

 

February  27, 2007

Ashok Israni

 

 

 

 

/S/ LINDA M. GRIEGO

 

Director

 

February  27, 2007

Linda M. Griego

 

 

 

 

24




 

/S/ MICHAEL L. MEYER

 

Director

 

February 27, 2007

Michael L. Meyer

 

 

 

 

/S/ RONALD L. OLSON

 

Director

 

February  27, 2007

Ronald L. Olson

 

 

 

 

/S/ BRUCE ROSENBLUM

 

Director

 

February  27, 2007

Bruce Rosenblum

 

 

 

 

/S/ PETER M. THOMAS

 

Director

 

February 27, 2007

Peter M. Thomas

 

 

 

 

/S/ KENNETH ZIFFREN

 

Director

 

February  27, 2007

Kenneth Ziffren

 

 

 

 

 

25




FINANCIAL HIGHLIGHTS

Dollars in thousands, 

 

 

 

 

 

Percent

 

except per share amounts (1)

 

 

 

2006

 

2005

 

change

 

FOR THE YEAR

 

 

 

 

 

 

 

 

 

Net income

 

$

233,523

 

$

234,735

 

 

(1

)

 

Net income per common share, basic

 

4.82

 

4.77

 

 

1

 

 

Net income per common share, diluted

 

4.66

 

4.60

 

 

1

 

 

Dividends per common share

 

1.64

 

1.44

 

 

14

 

 

AT YEAR END

 

 

 

 

 

 

 

 

 

Assets

 

$

14,884,381

 

$

14,581,860

 

 

2

 

 

Securities

 

3,102,279

 

4,011,845

 

 

(23

)

 

Loans

 

10,386,005

 

9,265,602

 

 

12

 

 

Deposits

 

12,172,816

 

12,138,472

 

 

0

 

 

Shareholders’ equity

 

1,490,915

 

1,458,008

 

 

2

 

 

Book value per common share

 

31.39

 

29.55

 

 

6

 

 

AVERAGE BALANCES

 

 

 

 

 

 

 

 

 

Assets

 

$

14,715,583

 

$

14,161,272

 

 

4

 

 

Securities

 

3,489,126

 

4,029,386

 

 

(13

)

 

Loans

 

9,948,363

 

8,875,358

 

 

12

 

 

Deposits

 

11,869,927

 

11,778,839

 

 

1

 

 

Shareholders’ equity

 

1,460,863

 

1,389,731

 

 

5

 

 

SELECTED RATIOS

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.59

%

1.66

%

 

(4

)

 

Return on average shareholders’ equity

 

15.99

 

16.89

 

 

(5

)

 

Corporation’s tier 1 leverage

 

8.81

 

8.82

 

 

0

 

 

Corporation’s tier 1 risk-based capital

 

11.09

 

12.33

 

 

(10

)

 

Corporation’s total risk-based capital

 

13.60

 

15.53

 

 

(12

)

 

Period-end shareholders’ equity to period-end assets

 

10.02

 

10.00

 

 

0

 

 

Dividend payout ratio, per share

 

34.31

 

30.35

 

 

13

 

 

Net interest margin

 

4.58

 

4.79

 

 

(4

)

 

Efficiency ratio (2)

 

55.98

 

53.30

 

 

5

 

 

ASSET QUALITY RATIOS

 

 

 

 

 

 

 

 

 

Nonaccrual loans to total loans

 

0.20

%

0.16

%

 

25

 

 

Nonaccrual loans and OREO to total loans and OREO

 

0.20

 

0.16

 

 

25

 

 

Allowance for loan and lease losses to total loans

 

1.50

 

1.66

 

 

(10

)

 

Allowance for loan and lease losses to nonaccrual loans

 

743.88

 

1,069.33

 

 

(30

)

 

Net recoveries to average loans

 

0.03

 

0.10

 

 

(70

)

 

AT YEAR END

 

 

 

 

 

 

 

 

 

Assets under management (3)

 

$

27,859,729

 

$

19,256,202

 

 

45

 

 

Assets under management or administration (3)

 

48,684,237

 

39,588,954

 

 

23

 

 


(1)          Certain prior period balances have been reclassified to conform to the current period presentation.

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

(3)          Excludes $9.1 and $7.2 billion of assets under management for the Convergent Capital Management asset managers in which City National holds minority ownership interests as of December 31, 2006 and December 31, 2005, respectively.

26




SELECTED FINANCIAL INFORMATION

 

 

As of or for the year ended December 31,

 

Dollars in thousands, except per share data (1)

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

Statement of Income Data:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

826,294

 

$

716,276

 

$

602,083

 

$

573,337

 

$

607,273

 

Interest expense

 

220,405

 

106,125

 

58,437

 

61,110

 

94,444

 

Net interest income

 

605,889

 

610,151

 

543,646

 

512,227

 

512,829

 

Provision for credit losses

 

(610

)

 

 

29,000

 

67,000

 

Noninterest income .

 

242,564

 

210,465

 

186,507

 

179,613

 

148,720

 

Noninterest expense .

 

476,219

 

438,385

 

395,410

 

364,178

 

331,646

 

Minority interest

 

5,958

 

5,675

 

4,992

 

4,039

 

945

 

Income before taxes .

 

366,886

 

376,556

 

329,751

 

294,623

 

261,958

 

Income taxes

 

133,363

 

141,821

 

123,429

 

107,946

 

78,858

 

Net income

 

$

233,523

 

$

234,735

 

$

206,322

 

$

186,677

 

$

183,100

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

Net income per share, basic .

 

4.82

 

4.77

 

4.21

 

3.84

 

3.69

 

Net income per share, diluted

 

4.66

 

4.60

 

4.04

 

3.72

 

3.56

 

Dividends per share

 

1.64

 

1.44

 

1.28

 

0.97

 

0.78

 

Book value per share .

 

31.39

 

29.55

 

27.39

 

24.85

 

22.66

 

Shares used to compute income per share, basic

 

48,477

 

49,159

 

48,950

 

48,643

 

49,563

 

Shares used to compute income per share, diluted

 

50,063

 

51,062

 

51,074

 

50,198

 

51,389

 

Balance Sheet Data—At Period End:

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

14,884,381

 

$

14,581,860

 

$

14,231,513

 

$

13,028,213

 

$

11,878,296

 

Securities

 

3,102,279

 

4,011,845

 

4,143,453

 

3,409,262

 

2,352,755

 

Loans

 

10,386,005

 

9,265,602

 

8,481,277

 

7,882,742

 

7,999,470

 

Interest-earning assets

 

13,723,187

 

13,522,010

 

13,334,815

 

11,985,678

 

10,858,337

 

Deposits

 

12,172,816

 

12,138,472

 

11,986,915

 

10,937,063

 

9,839,698

 

Shareholders’ equity

 

1,490,915

 

1,458,008

 

1,348,535

 

1,219,256

 

1,109,959

 

Balance Sheet Data—Average Balances:

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

14,715,583

 

$

14,161,272

 

$

13,395,995

 

$

12,156,145

 

$

10,899,670

 

Securities

 

3,489,126

 

4,029,386

 

3,642,124

 

2,929,699

 

1,934,865

 

Loans

 

9,948,363

 

8,875,358

 

8,106,657

 

7,729,150

 

7,822,653

 

Interest-earning assets

 

13,569,376

 

13,048,298

 

12,322,702

 

11,159,034

 

9,996,998

 

Deposits

 

11,869,927

 

11,778,839

 

11,275,017

 

10,045,267

 

8,639,546

 

Shareholders’ equity

 

1,460,863

 

1,389,731

 

1,262,562

 

1,147,477

 

1,049,393

 

Asset Quality:

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

$

20,883

 

$

14,400

 

$

34,638

 

$

42,273

 

$

71,357

 

OREO

 

 

 

 

 

670

 

Total nonaccrual loans and OREO .

 

$

20,883

 

$

14,400

 

$

34,638

 

$

42,273

 

$

72,027

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.59

%

1.66

%

1.54

%

1.54

%

1.68

%

Return on average shareholders’ equity .

 

15.99

 

16.89

 

16.34

 

16.27

 

17.45

 

Net interest spread

 

3.18

 

3.99

 

4.11

 

4.30

 

4.65

 

Net interest margin

 

4.58

 

4.79

 

4.54

 

4.74

 

5.30

 

Period-end shareholders’ equity to period-end assets

 

10.02

 

10.00

 

9.48

 

9.36

 

9.34

 

Dividend payout ratio, per share

 

34.31

 

30.35

 

30.50

 

25.33

 

21.10

 

Efficiency ratio

 

55.98

 

53.30

 

53.89

 

52.13

 

49.20

 

Asset Quality Ratios:

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans to total loans .

 

0.20

%

0.16

%

0.41

%

0.54

%

0.89

%

Nonaccrual loans and OREO to total loans and OREO .

 

0.20

 

0.16

 

0.41

 

0.54

 

0.90

 

Allowance for loan and lease losses to total loans

 

1.50

 

1.66

 

1.75

 

1.98

 

1.96

 

Allowance for loan and lease losses to nonaccrual loans

 

743.9

 

1,069.3

 

428.9

 

369.1

 

219.5

 

Net recoveries / (charge-offs) to average loans

 

0.03

 

0.10

 

(0.07

)

(0.36

)

(0.69

)


(1)             Certain prior period balances have been reclassified to conform to the current period presentation.

27




MANAGEMENT’S DISCUSSION AND ANALYSIS

OVERVIEW

City National Corporation and subsidiaries (the Company), through its primary subsidiary, City National Bank (the Bank), provide private and business banking services, including investment and trust services. The Bank is the largest independent commercial bank headquartered in Los Angeles. The Bank’s principal client base comprises small to mid-size businesses, entrepreneurs, professionals, and affluent individuals. For over fifty years, the Bank has served clients through relationship banking. The Bank seeks to build client relationships with a high level of personal service and tailored products through private and commercial banking teams, product specialists and investment advisors to facilitate clients’ use, where appropriate, of multiple services and products offered by the Company. The Company offers a broad range of lending, deposit, cash management, international banking and other products and services. The Company also lends, invests and provides services in accordance with its Community Reinvestment Act commitment. Through the Company’s various asset management firms, subsidiaries of the Corporation, and Wealth Management Services, a division of the Bank, the Company offers 1)  investment management and advisory services and brokerage services, including portfolio management, securities trading and asset management, 2) personal and business trust and investment services, including employee benefit trust services, 401(k) and defined benefit plan administration and 3) estate and financial planning and custodial services. The Bank also advises and markets mutual funds under the name of CNI Charter Funds.

The Corporation is the holding company for the Bank. References to the “Company” mean the Corporation and its subsidiaries including the Bank. The financial information presented herein includes the accounts of the Corporation, its non-bank subsidiaries, the Bank, and the Bank’s wholly-owned subsidiaries. All material transactions between these entities are eliminated.

See “Cautionary Statement for Purposes of the “Safe Harbor’ Provision of the Private Securities Litigation Reform Act of 1995,” on page 63 in connection with “forward-looking” statements included in this report.

Over the last three years, the Company’s assets, loans, and deposits have grown by 14 percent, 32 percent, and 11 percent, respectively. The growth primarily reflects the successful sales efforts of the Company’s colleagues, but was also augmented by acquisitions in that period, as described below.

On May 31, 2006, the Company completed the acquisition of Independence Investments LLC, a Boston-based firm that manages $8 billion in assets for corporate, public and Taft-Hartley pension plans, as well as foundations and endowments. The purchase price was $25 million, comprised entirely of cash. The acquisition resulted in $11 million in contract intangibles, which are being amortized over 14 years, and $10 million in goodwill. Results for 2006 reflect the operations of Independence from May 31, 2006, the date the acquisition was completed.

On November 1, 2006, City National Corporation announced a definitive agreement to acquire Business Bank Corporation (BBC), the parent of Business Bank of Nevada (BBNV), in a cash and stock transaction valued at approximately $166 million. Founded in 1995, BBC had assets of $509.8 million, loans of $389.3 million and deposits of $454.2 million as of December 31, 2006. The acquisition is expected to close in the first quarter of 2007, subject to approval by banking regulators as well as the satisfaction of other customary closing conditions. BBC shareholders approved the merger at their Special Meeting of shareholders on February 9, 2007. It is expected to be neutral to earnings per share in 2007 and modestly accretive to earnings per share in 2008. The Company and BBC have filed a proxy statement/prospectus and other relevant documents concerning the merger with the SEC.

28




CAPITAL ACTIVITY

On March 24, 2004, the Board of Directors authorized the repurchase of an additional 1million shares of City National Corporation stock, following the completion of the July 15, 2003 buyback initiative. In 2005, 630,500 shares were repurchased under this program, and the remaining 369,500 shares were repurchased in 2006. On April 26, 2006 the Board of Directors authorized the repurchase of 1.5 million additional shares of City National Corporation stock, following the completion of the March 24, 2004 buyback initiative. The buyback was completed in August 2006 at an average cost of $69.04. On July 6, 2006, the Board of Directors authorized the repurchase of 1.5 million additional shares of City National Corporation stock, following the completion of the April 26, 2006 buyback initiative. In 2006, 442,300 shares were repurchased under this program at an average cost of $66.24 leaving 1,057,700 shares available to be repurchased. The shares purchased under the buyback programs may be reissued for acquisitions, upon the exercise of stock options, and for other general corporate purposes. At January 31, 2007, 1,057,700  shares were available for repurchase.

The Corporation paid dividends of $1.64 per share of common stock in 2006 and $1.44 per share of common stock in 2005. On January 22, 2007, the Board of Directors authorized a regular quarterly cash dividend on common stock at an increased rate of $0.46 per share (or $1.84 per share for the year) to shareholders of record on February 7, 2007 payable on February 21, 2007. This reflects a 12 percent increase over the $0.41 per share paid in November 2006.

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of City National Corporation (the Corporation) and of the Bank and their subsidiaries conform to accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The material estimates included in the financial statements relate to the allowance for loan and lease losses, the reserve for off-balance sheet credit commitments and the valuation of financial instruments.

Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances.

Management believes the following are critical accounting policies that require the most significant judgments and estimates used in the preparation of its consolidated financial statements:

Accounting for securities

All securities other than trading securities are classified as available-for-sale and are valued at fair value. Unrealized gains or losses on securities available-for-sale are excluded from net income but are included in comprehensive income, net of taxes. Premiums or discounts on securities available-for-sale are amortized or accreted into income using the interest method. Realized gains or losses on sales of securities available-for-sale are recorded using the specific identification method. Trading securities are valued at fair value with any unrealized gains or losses included in income.

If available, quoted market prices provide the best indication of value. If quoted market prices were not available for fixed-maturity securities, the Company would discount the expected cash flows using

29




market interest rates commensurate with the credit quality and maturity of the investments. The determination of market or fair value considers various factors, including time value and volatility factors; price activity for equivalent instruments; counterparty credit quality; and the potential impact on market prices or fair value of liquidating the Company’s positions in an orderly manner over a reasonable period of time under current market conditions. Changes in assumptions could affect the fair values of investments.

For the substantial majority of our investments, fair values are determined based upon externally verifiable quoted prices. Using this information, the Company conducts regular reviews to assess whether other-than- temporary impairment exists. Deteriorating global, regional or specific issuer-related economic conditions could adversely affect these values. The Company considers such factors as the length of time and the extent to which the market value has been less than cost and the Company’s intent with regard to the securities in evaluating securities for other-than-temporary impairment. If the Company determines that other-than-temporary impairment exists, the impairment charge would be included in income.

Accounting for the allowance for loan and lease losses and reserve for off-balance sheet credit commitments

The Company accounts for the credit risk associated with lending activities through its allowances for loan and lease losses, reserve for off-balance sheet credit commitments and provision for credit losses. The provision is the expense recognized in the income statement to adjust the allowance and reserve to the levels deemed appropriate by management, as determined through application of the Company’s allowance methodology procedures. The provision for credit losses reflects management’s judgment of the adequacy of the allowance for loan and lease losses and the reserve for off-balance sheet credit commitments. It is determined through quarterly analytical reviews of the loan and commitment portfolios and consideration of such other factors as the Company’s loan and lease loss experience, trends in problem loans, concentrations of credit risk, underlying collateral values, and current economic conditions, as well as the results of the Company’s ongoing credit review process. As conditions change, our level of provisioning and the allowance for loan and lease losses and reserve for off-balance sheet credit commitments may change.

Non-performing loans greater than $500,000 are individually evaluated based upon the borrower’s overall financial condition, resources, and payment record; the prospects for support from any financially responsible guarantors. In addition, the allowance for loan and lease losses attributed to these impaired loans considers all available evidence including as appropriate, the probability that a specific loan will default (PD), the expected exposure of a loan at default, an estimate of loss given default (LGD), the present value of the expected future cash flows discounted using the loan’s contractual effective rate, the secondary market value of the loan and the fair value of collateral. For commercial non-homogenous loans that are not impaired the bank derives loss factors via a process that begins with estimates of probable losses inherent in the portfolio, based upon various statistical analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, as well as analyses that reflect current trends and conditions. Each portfolio of smaller balance, homogeneous loans, including residential first mortgages, installment, revolving credit and most other consumer loans, is collectively evaluated for loss potential. Management also establishes a qualitative reserve that considers overall portfolio indicators, including current and historical credit losses, delinquent, nonperforming and classified loans, and trends in volumes and terms of loans; an evaluation of overall credit quality and the credit process, including lending policies and procedures, economic, geographical, product, and other environmental factors. Management also considers trends in internally risk-rated exposures, classified exposures, cash-basis loans, and historical and forecasted write-offs; and a review of industry, geographic, and portfolio concentrations, including current developments within those segments. In addition, management considers the current business strategy and credit process, including credit-limit setting and compliance, credit approvals, loan underwriting criteria and loan workout procedures.

30




The quantitative portion of the allowance for loan and lease losses is adjusted for qualitative factors to account for model imprecision and to incorporate the range of probable outcomes inherent in the estimates used for the allowance. The qualitative portion of the allowance attempts to incorporate the risks inherent in the portfolio, economic uncertainties, historical loss experience, and other subjective factors including industry trends. The reserve for off-balance sheet credit commitments is established by converting the off-balance sheet exposures to a loan equivalent amount and then applying the methodology used for loans described above.

Accounting for derivatives and hedging activities

As part of its asset and liability management strategies, the Company uses interest-rate swaps to reduce cash flow variability and to moderate changes in the fair value of financial instruments. In accordance with Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (FAS 133), the Company recognizes derivatives as assets or liabilities on the balance sheet at their fair value. The treatment of changes in the fair value of derivatives depends on the character of the transaction.

In accordance with FAS 133, the Company documents its hedging relationships, including identification of the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction at the time the derivative contract is executed. This includes designating each derivative contract as either (i) a “fair value hedge” which is a hedge of a recognized asset or liability, (ii) a “cash flow hedge” which hedges a forecasted transaction or the variability of the cash flows to be received or paid related to a recognized asset or liability or (iii) an “undesignated hedge”, a derivative instrument not designated as a hedging instrument whose change in fair value is recognized directly in the consolidated statement of income. All derivatives designated as fair value or cash flow hedges are linked to specific hedged items or to groups of specific assets and liabilities on the balance sheet. Effectiveness is measured retrospectively and prospectively, and the Company expects that the hedges will continue to be effective in the future. The Company did not have any significant undesignated hedges during 2006 or 2005.

Both at inception and at least quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in FAS 133) in offsetting changes in either the fair value or cash flows of the hedged item. Retroactive effectiveness is assessed, as well as the expectation that the hedge will remain effective prospectively.

For cash flow hedges, in which derivatives hedge the variability of cash flows (interest payments) on loans that are indexed to U.S. dollar LIBOR or the Bank’s prime interest rate, the effectiveness is assessed prospectively at the inception of the hedge, and prospectively and retrospectively at least quarterly thereafter. Ineffectiveness of the cash flow hedges is measured on a quarterly basis using the hypothetical derivative method. For cash flow hedges, the effective portion of the changes in the derivatives’ fair value is not included in current earnings but is reported as other comprehensive income. When the cash flows associated with the hedged item are realized, the gain or loss included in other comprehensive income is recognized on the same line in the consolidated statement of income as the hedged item, i.e. included in interest income on loans. Any ineffective portion of the changes of fair value of cash flow hedges is recognized immediately in other noninterest income in the consolidated statement of income.

For fair value hedges, in which derivatives hedge the fair value of certain certificates of deposits, subordinated debt and other long-term debt, the interest-rate swaps are structured so that all key terms of the swaps match those of the underlying debt transactions, therefore ensuring hedge effectiveness at inception. On a quarterly basis, fair value hedges are analyzed to ensure that the key terms of the hedged items and hedging instruments remain unchanged, and the hedging counterparties are evaluated to ensure that there are no adverse developments regarding counterparty default, therefore ensuring continuous

31




effectiveness. For fair value hedges, the effective portion of the changes in the fair value of derivatives is reflected in current earnings, on the same line in the consolidated statement of income as the related hedged item. The ineffective portion, if any, of the changes in the fair value of these hedges (the differences between changes in the fair value of the interest-rate swaps and the hedged items) is recognized immediately in other noninterest income in the consolidated statement of income.

Fair values are determined from verifiable third-party sources that have considerable experience with the interest-rate swap market. For both fair value and cash flow hedges, the periodic accrual of interest receivable or payable on interest-rate swaps is recorded as an adjustment to net interest income for the hedged items.

The Company discontinues hedge accounting prospectively when (i) a derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item, (ii) a derivative expires or is sold, terminated, or exercised, (iii) a derivative is un-designated as a hedge, because it is unlikely that a forecasted transaction will occur; or (iv) the Company determines that designation of a derivative as a hedge is no longer appropriate. If a derivative instrument in a fair value hedge is terminated or the hedge designation removed, the previous adjustments to the carrying amount of the hedged asset or liability would be subsequently accounted for in the same manner as other components of the carrying amount of that asset or liability. For interest-earning assets and interest-bearing liabilities, such adjustments would be amortized into earnings over the remaining life of the respective asset or liability. If a derivative instrument in a cash flow hedge is terminated or the hedge designation is removed, related amounts reported in other comprehensive income is reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings.

Accounting for stock-based compensation

The Company grants stock options, restricted stock and restricted stock units to employees in order to leverage the success of the Company by providing a means of aligning employees’ interests with the interests of shareholders in increasing shareholder value, and by attracting, motivating, retaining, and rewarding key employees. The stock-based compensation plans are authorized and administered by the Compensation, Nominating, & Governance Committee of the Board of Directors, (“the Committee”). Awards may be granted to eligible employees, and shall not exceed 500,000 shares to an employee during any one-year period. Non-qualified and incentive options are issued at an exercise price equal to the fair market value of the common stock on the grant date. The options generally vest evenly over a four-year period, beginning on the first anniversary of the grant date, and have a term of 10 years, after which the options expire. Unvested options are forfeited upon termination of employment, except in the case of the retirement of a retirement-age employee for options granted prior to January 31, 2006, or upon the death of an employee, at which point the remaining unvested options are automatically vested.

Through 2005, the Company applied APB Opinion No. 25 in accounting for the stock-based compensation plans and, accordingly, no compensation cost was recognized for its stock options in the financial statements. As a practice, the Company’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 Statement of Financial Accounting Standards No. 123 (revised) “Share Based Payment” (FAS 123R) using the Black-Scholes option-pricing model, the Company’s proforma net income would have been reduced to the proforma amounts indicated in Note 1 of the Notes to Consolidated Financial Statements. The Company adopted FAS 123R effective January 1, 2006. The Company has applied the Modified Prospective Application (MPA) in its implementation of the new accounting standard to determine the stock-based compensation expense for these plans in the current period. Prior period amounts have not been restated. As a result of adopting FAS 123(R) on January 1, 2006, the Company’s income before income taxes and net income as of December 31, 2006, are $6.9 million and $4.4 million lower, respectively, than if it had continued to

32




account for stock-based compensation under APB Opinion 25. Basic and diluted earnings per share for the year ended December 31, 2006 are both $0.08 lower than if the Company had continued to account for stock-based compensation under APB Opinion 25.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. The model requires that the Company make certain assumptions about employee terminations, stock price volatility, and exercise behavior. The Company evaluates exercise behavior and values options separately for executive and non-executive employees. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to predict option exercise and employee termination behavior. The expected term of options granted is derived from the historical exercise activity over the past 20 years and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is equal to the dividend yield of the Company’s stock at the time of the grant.

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.

Since 2003, stock-based compensation performance awards granted to colleagues of the Company have included grants of restricted stock or restricted stock units and fewer stock options. This reduced the total number of shares awarded but better aligned the interests of shareholders and colleagues. Twenty-five percent of the restricted stock awards vest two years from the date of grant, then twenty-five percent vests on each of the next three consecutive grant anniversary dates. The portion of the market value of the restricted stock related to current service is recognized as compensation expense. The portion of the market value of the restricted stock relating to future service is included in deferred equity compensation and will be amortized over the remaining vesting period on a straight-line basis. The Company recorded $5.2 million in expense for restricted stock awards in 2006 compared to $4.1 million in 2005.

2006 HIGHLIGHTS

·       Consolidated net income for 2006 was $233.5 million, or $4.66 per diluted common share, compared with $234.7 million, or $4.60 per diluted common share, in 2005. Net income decreased slightly, primarily due to challenging interest-rate conditions that led to higher deposit costs.

·       Fully taxable-equivalent net interest income of $619 million was down 1 percent from 2005, due primarily to higher deposit costs.

·       The Company recorded $0.6 million of income through the provision for credit losses for the year ended December 31, 2006, and no provision for credit losses was recorded for the year ended December 31, 2005.

·       Noninterest income reached $242.6 million in 2006, up 15 percent from the previous year due to the acquisition of Independence Investments as well as increasing wealth management and international fee revenue. Noninterest income accounts for 29 percent of the Company’s revenue.

·       The Company’s effective tax rate was 36.4 percent for the year, compared to a 37.7 percent rate in 2005. The effective tax rate decreased a total of 130 basis points, of which 70 basis points were due to a nontaxable gain transaction.

·       Total assets at December 31, 2006 reached $14.9 billion, up 2 percent from the end of 2005 and 2 percent from the third quarter of 2006.

·       Total average assets increased to $14.7 billion in 2006 from $14.2 billion in 2005, an increase of         $0.5 billion, or 4 percent.

33




·       The return on average assets was 1.59 percent for 2006 compared with 1.66 percent for 2005. The return on average shareholders’ equity was 15.99 percent in 2006 compared with 16.89 percent for the prior year.

·       Average loan balances grew 12 percent to $9.9 billion.

·       Nonaccrual loans as of December 31, 2006 totaled $20.9 million, a $6.5 million increase from December 31, 2005. Net loan recoveries were $2.8 million in 2006 compared to net loan recoveries of $9.3 million in 2005.

·       Average securities for 2006 were down 13 percent from 2005. The average duration of the total available-for-sale securities portfolio at December 31, 2006 was 3.3 years, compared with 3.0 years at December 31, 2005.

·       Average deposits totaled $11.9 billion, up 1 percent from 2005.

OUTLOOK

Management currently anticipates earnings per share growth of between 3 percent and 5 percent in 2007. Nearly all of the Company’s key operating metrics—loans, credit quality, noninterest income and noninterest expense management—are expected to reflect a reasonably strong performance this year, with loans growing at a slightly lower rate than they did in 2006. Earnings per share growth will be moderated by the full-year averaging effect of lower deposit levels and higher deposit costs realized in 2006, as well as the likelihood of a modest credit-loss provision in 2007.

The Company’s pending acquisition of Business Bank Corporation is scheduled to close during the first quarter of 2007, and the acquisition is expected to be neutral to earnings per share in 2007.

34




RESULTS OF OPERATIONS

Operations Summary

An operations summary on a fully taxable-equivalent basis for each of the last five years ended December 31 follows.

Dollars in thousands

 

Year
Ended

 

Increase
(Decrease)

 

Year
Ended

 

Increase
(Decrease)

 

Year Ended December 31,

 

(except per share amounts)

 

2006

 

Amount

 

%

 

2005

 

Amount

 

%

 

2004

 

2003

 

2002

 

Interest income (1).

 

$

839,203

 

$

110,431

 

15

 

$

728,772

 

$

113,051

 

18

 

$

615,721

 

$

587,690

 

$

622,077

 

Interest expense.

 

220,405

 

114,280

 

108

 

106,125

 

47,688

 

82

 

58,437

 

61,110

 

94,444

 

Net interest income.

 

618,798

 

(3,849

)

(1

)

622,647

 

65,363

 

12

 

557,284

 

526,580

 

527,633

 

Provision for credit losses.

 

(610

)

(610

)

NM

 

 

 

 

 

29,000

 

67,000

 

Noninterest income

 

242,564

 

32,099

 

15

 

210,465

 

23,958

 

13

 

186,507

 

179,613

 

148,720

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Staff expense

 

295,151

 

31,753

 

12

 

263,398

 

23,815

 

10

 

239,583

 

217,494

 

195,652

 

Other expense

 

181,068

 

6,081

 

3

 

174,987

 

19,160

 

12

 

155,827

 

146,684

 

135,994

 

Total

 

476,219

 

37,834

 

9

 

438,385

 

42,975

 

11

 

395,410

 

364,178

 

331,646

 

Minority interest expense

 

5,958

 

283

 

5

 

5,675

 

683

 

14

 

4,992

 

4,039

 

945

 

Income before income taxes

 

379,795

 

(9,257

)

(2

)

389,052

 

45,663

 

13

 

343,389

 

308,976

 

276,762

 

Income taxes.

 

133,363

 

(8,458

)

(6

)

141,821

 

18,392

 

15

 

123,429

 

107,946

 

78,858

 

Less: adjustments (1).

 

12,909

 

413

 

3

 

12,496

 

(1,142

)

(8

)

13,638

 

14,353

 

14,804

 

Net income

 

$

233,523

 

$

(1,212

)

(1

)

$

234,735

 

$

28,413

 

14

 

$

206,322

 

$

186,677

 

$

183,100

 

Net income per share, diluted

 

$

4.66

 

$

0.06

 

1

 

$

4.60

 

$

0.56

 

14

 

$

4.04

 

$

3.72

 

$

3.56

 


(1)             Includes amounts to convert nontaxable income to a fully taxable equivalent yield. To compare 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.

NM—Not Meaningful

 

Net Interest Income

Net interest income is the difference between interest income (which includes yield-related loan fees) and interest expense. Net interest income on a fully taxable-equivalent basis expressed as a percentage of average total earning assets is referred to as the net interest margin, which represents the average net effective yield on earning assets.

35




The following table shows average balances, interest income and yields for the last five years.

Net Interest Income Summary

 

 

2006

 

2005

 

Dollars in thousands

 

 

 

Average
 Balance

 

Interest
income/
expense (1)(4)

 

Average
interest

rate

 

Average
Balance

 

Interest
income/
expense (1)(4)

 

Average
interest
rate

 

Assets (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

3,882,466

 

 

$

268,364

 

 

 

6.91

%

 

$

3,306,277

 

 

$

202,641

 

 

 

6.13

%

 

Commercial real estate mortgages

 

1,836,211

 

 

137,672

 

 

 

7.50

 

 

1,836,904

 

 

132,179

 

 

 

7.20

 

 

Residential mortgages

 

2,764,599

 

 

147,573

 

 

 

5.34

 

 

2,481,122

 

 

129,314

 

 

 

5.21

 

 

Real estate construction

 

905,269

 

 

80,025

 

 

 

8.84

 

 

749,911

 

 

56,930

 

 

 

7.59

 

 

Equity lines of credit

 

364,744

 

 

27,938

 

 

 

7.66

 

 

298,751

 

 

18,029

 

 

 

6.03

 

 

Installment

 

195,074

 

 

14,760

 

 

 

7.57

 

 

202,393

 

 

14,022

 

 

 

6.93

 

 

Total loans(3)

 

9,948,363

 

 

676,332

 

 

 

6.80

 

 

8,875,358

 

 

553,115

 

 

 

6.23

 

 

Due from banks - interest-bearing

 

54,843

 

 

1,334

 

 

 

2.43

 

 

46,705

 

 

661

 

 

 

1.42

 

 

Federal funds sold and securities purchased under resale agreements

 

30,417

 

 

1,525

 

 

 

5.01

 

 

50,287

 

 

1,617

 

 

 

3.22

 

 

Securities available-for-sale

 

3,439,123

 

 

157,209

 

 

 

4.57

 

 

3,991,741

 

 

171,983

 

 

 

4.31

 

 

Trading account securities

 

50,003

 

 

2,803

 

 

 

5.61

 

 

37,645

 

 

1,396