Exhibit 1
THE PRODUCT
OF OUR EXPERTISE
2002 ANNUAL REPORT
[NATIONAL BANK OF CANADA]
HIGHLIGHTS
Percentage
change
2002 2001 2002/2001
-------- -------- ----------
OPERATING RESULTS (1)
(millions of dollars)
Income before goodwill charges 429 582 (26)
Net income 429 5w (24)
Adjusted income (2) 555 580 (4)
-------- -------- ---
RETURN ON COMMON
SHAREHOLDERS' EQUITY (1)
Before goodwill charges 11.3% 16.0%
Adjusted (2) 14.7% 15.9%
-------- -------- ---
PER COMMON SHARE (1)
Income before goodwill charges
Basic $ 2.18 $ 2.88 (24)
Diluted 2.18 2.86 (24)
Net income
Basic $ 2.18 $ 2.78 (22)
Diluted 2.18 2.76 (21)
Adjusted income (2) 2.86 2.87 -
Dividends declared 0.93 0.82 13
Book value 19.72 19.04 4
Stock trading range
High $ 34.93 $ 31.00
Low 24.70 23.00
Close 29.39 24.25
-------- -------- ---
FINANCIAL POSITION (1)
(millions of dollars)
Total assets 74,611 75,966 (2)
Loans and acceptances 43,800 47,985 (9)
Deposits 51,690 51,436 1
Subordinated debentures and shareholders' equity 5,493 5,763 (5)
Capital ratios -- BIS
Tier 1 9.6% 9.6%
Total 13.6% 13.1%
Interest coverage 7.39 8.74
Asset coverage 3.02 3.55
-------- -------- ---
OTHER INFORMATION
Number of common shares at end of year (thousands) 182,596 190,331
Number of common shareholders of record 28,549 29,766
Number of employees 17,285 17,070 1
Number of branches in Canada 530 546 (3)
Number of banking machines 823 834 (1)
-------- -------- ---
(1) The impact of the adjustment to the general allowance for credit risk is
explained in Note 28 to the consolidated financial statements on page 108.
(2) See Reconciliation of Reported Income to Adjusted Income in Table 1b on
page 55.
[WEALTH MANAGEMENT]
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Page 1
NATIONAL BANK OF CANADA 2001-2002
THE PRODUCT OF OUR EXPERTISE
[MONEY-SAVER
MORTGAGE]
DIRECTIONS: Meet with your National Bank advisor. Obtain an automatic reduction
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realized with a Money-Saver Mortgage may cause euphoria.
* Offer valid for a limited time
Page 2
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[ SUPERIOR FLEX LINE]
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Page 3
NATIONAL BANK OF CANADA 2001-2002
THE PRODUCT OF OUR EXPERTISE
[IMAGE: BUSINESS LATITUDE LINE OF CREDIT]
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Page 4
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Page 5
NATIONAL BANK OF CANADA 2001-2002
THE PRODUCT OF OUR EXPERTISE
[IMAGE: PROGRESSIVE PAYROLL]
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Page 6
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Page 7
NATIONAL BANK OF CANADA 2001-2002
MESSAGE FROM THE CHAIRMAN OF THE BOARD
[PICTURE OF THE CHAIRMAN]
Dear Shareholders,
Of all the subjects debated in the business community in 2002, good corporate
governance certainly headed the list. Investors are worried, and who can blame
them? The financial scandals that have rocked certain corporations and major
investment banks in the United States have left investors not knowing what to
think, and in many cases wondering what the real situation is here in Canada.
Do Canadian banks and financial institutions offer enough of a guarantee against
embezzlement? Should Canadian companies -- and Canadian banks in particular --
be compelled to submit to new standards or stricter rules with respect to
corporate governance? What is National Bank of Canada doing to ensure the
quality of its governance? As Chairman of the National Bank's Board of
Directors, it is my duty to give some answers to these perfectly legitimate
questions.
Because they are few in number, and because of their size and central role in
keeping the country's economy running smoothly, Canadian banks are subjected to
more stringent regulations than companies in other sectors of the economy. After
all, the economy's health and performance depend to a great extent on how well
financial institutions meet the needs of businesses, public-sector corporations,
investors and consumers. The reputation and solid financial condition of the
banks are therefore of the utmost importance.
For all these reasons and for many others, Canadian banks not only have to
submit to the regulatory requirements of stock exchanges and securities
commissions, but they must also comply with the Bank Act, follow the guidelines
of the Office of the Superintendent of Financial Institutions and respect the
Standards of Sound Business and Financial Practices of the Canada Deposit
Insurance Corporation. That all makes for a very regulated environment, and yet
there is more. At the National Bank, the Board of Directors and its officers
closely monitor the latest developments in corporate gov-
Page 8
ernance, as well as the thinking and findings of experts, both here and abroad.
We do so in order to ensure that we are complying with the regulations
applicable to us, and we keep a close eye on changes so that we can study their
impact, while all the time looking for ways to improve ourselves based on our
judgement and our analysis of the current situation.
Creating a corporate governance culture at every level of our organization is
just as important as being required to respect the regulations in effect. This
has been a priority for quite some time, and we intend to continue moving in
this direction, in the best interests of our shareholders, our customers and our
employees.
As part of this effort, a Conduct Review and Corporate Governance Committee,
composed of seven outside directors, was formed in order to stay on top of
corporate governance issues and further strengthen the rules of good governance.
In addition to ensuring that the specific provisions of the Bank Act and other
regulations are applied and respected, the Committee has several other mandates,
such as assessing the performance and efficiency of the Board and its
committees; setting up and reviewing education programs for directors;
monitoring developments in corporate governance; overseeing the mechanisms and
procedures established by the Board concerning conflict of interest, use of
confidential information and settlement of customers' complaints; and reviewing
the code of professional conduct applicable to directors, officers and employees
of the Bank.
Moreover, the Bank's Audit and Risk Management Committee, which is composed of
six outside directors, is responsible for overseeing appropriate risk management
policies. It receives reports on compliance with laws and regulations, and
reviews all financial information documents. I would remind you that the
documents we issue on our quarterly results and the related conference calls are
accessible to everyone on our website.
Since March 13, 2002, the functions of Chairman of the Board and President and
Chief Executive Officer have been separated. In addition, to further ensure
their independence, the outside directors meet from time to time without members
of management being present. To assist them in their deliberations, they can
also retain the services of expert consultants. Finally, the Board brought in
certain rules, requiring in particular that directors own a minimum of 2,000
National Bank shares.
The success of a business depends in large part on the quality and integrity of
its officers, and on the relationship between Board members and members of
management. Meetings are therefore organized with senior management to give
directors an opportunity to discuss the Bank's principal activities and the
major challenges facing it in the short and medium term.
But no matter how important and useful rules, procedures, codes of ethics and
other standards of conduct may be, I firmly believe that a good board of
directors is more than that. A good board also stands out for the way its
members work together. What is important is to maintain a balance between
interpersonal relations, respect, trust, competence and openness on the one
side, and legal and regulatory aspects on the other. The very best boards form a
community where the relationship between the various individuals is
characterized by esteem, good faith, transparency, the sharing of information
and experience, the right to disagree, and constructive criticism.
Stricter rules are not necessarily synonymous with better corporate governance.
Furthermore, the structures and standards that are suitable for large
organizations can be crippling for smaller businesses and dampen the
entrepreneurial spirit of their managers and directors.
In closing, I would like to thank Robert Parizeau and Bernard Lemaire for their
invaluable contribution to the work and deliberations of the Board of Directors.
After many years of loyal service, and in accordance with our rules, Mr.
Parizeau and Mr. Lemaire will not be seeking re-election.
[ANDRE BERARD SIGNATURE]
Andre Berard
Page 9
NATIONAL BANK OF CANADA 2001-2002
MESSAGE FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
[PICTURE OF PRESIDENT]
"I am convinced that superior quality service is central to growing our
business."
Real Raymond
Page 10
Dear Shareholders,
If I had to sum up 2002 at the National Bank in just a few words, I would be
inclined to say that it was a "year of positioning". We strengthened our
positions on strong-potential markets for the Bank not only through acquisitions
and major partnership agreements, but also by restructuring our lines of
business and subsidiaries. As part of the new organization structure that was
introduced in February 2002, an Executive Committee was given the mandate of
defining the Bank's culture and philosophy, approving and pursuing the strategic
initiatives of the National Bank group as a whole, managing the succession
process, and ensuring a balance between employee engagement, customer
satisfaction and shareholder satisfaction.
The acquisition of Altamira, a leading Canadian mutual fund manager and
distributor, allowed us to greatly expand our presence outside Quebec as a
provider of wealth management services, particularly in Ontario. In addition to
doubling the value of our mutual funds under management, this transaction gives
us the opportunity to serve nearly 240,000 new customers through a network of
115 more financial advisors working out of six branch offices. Also, a few
months before the Altamira acquisition, we purchased Gestion de placements
Valorem, a specialized portfolio management firm with $1.4 billion in assets
under management.
At the partnership level, the most important agreement we signed in 2002 was
with Investors Group, Great-West Life and London Life, all members of the Power
Financial Corporation group. This 10-year agreement gives us access to the
largest network of financial advisors in Canada, with 7,000 professionals
serving over 3.2 million customers throughout the country. The National Bank is
now positioned as one of Canada's primary manufacturers of financial products
since we will be providing customers of the three new partner companies with
personal loans (for investments or other purposes), lines of credit, deposit
accounts, GICs, credit cards, Internet services and access to banking machines
in the National Bank's own network and in The Exchange Network. Similar
agreements have already been concluded with Assante, Promutuel and Edward Jones.
National Bank Financial, which celebrated its centennial in 2002, continued to
expand with the acquisition of Putnam Lovell, a U.S. investment bank. With
offices in New York, San Francisco, Los Angeles, Toronto and London, Putnam
Lovell NBF gives us a major presence on the international scene in terms of
merger and acquisition advisory services, and corporate financing. This
acquisition positions us in a specialized niche which we are fully familiar
with, and will enable us to accompany our business clients more effectively as
they pursue their expansion projects in the United States and elsewhere in the
world.
As regards our internal organization, the creation of the National Bank Wealth
Management line of business is a good example of the type of positioning we are
adopting in order to be Quebec's leading financial institution for wealth
management services. Our financial planners and one-third of our personal
bankers have been reassigned to this front-line service where customers are
automatically directed towards a designated advisor whose role includes ensuring
that they can draw on the expertise of various other professionals in the Bank.
This same basic philosophy is what led us to transfer our corporate banking
operations to National Bank Financial. By combining that division with the
investment banking activities of NBF, we can now guarantee our clients highly
integrated services providing bank credit as well as corporate financing on
capital markets. It was this type of restructuring that enabled us to
orchestrate large-scale acquisition projects such as the purchase of
Franco-Nevada and Normandy by Newmont Mining to form the largest gold producer
in the world.
All these initiatives were possible because the National Bank is in sound
financial health and has the means to match its ambitions. Not only are we the
best capitalized of any Canadian bank, but we also have the best ratio in the
banking industry in terms of impaired loans versus the resources to cover them
(tangible capital plus allowances). We have substantially improved the quality
of our lending portfolio, and our proactive management of the balance sheet
means that our loans and investments are less risky.
During the past 10 years, the Bank's earnings and profitability have grown in
line with those of the other Canadian financial institutions. The symbiotic
relationship we have developed over time with Quebec's economy and society
affords us additional protection vis-a-vis our competitors. However, no fortress
can be maintained without devoting the necessary energy to it and ensuring that
its foundations are solid. That is why I am convinced that superior quality
service is central to growing our business. Our internal surveys show that our
customers' level of satisfaction with the National Bank has risen, particularly
since we extended business hours by up to 40% at some 60 key branches that serve
over 30% of our target clientele.
For fiscal 2002, income before goodwill charges was $429 million or $2.18 per
share as against $582 million or $2.88 per share in 2001. Data for both 2001 and
2002 include one-time events that should not be considered when analyzing
earnings trends. Detailed information on those items is presented in Table 1b on
page 55 of this Annual Report. Consequently, adjusted income amounted to $555
million or $2.86 per share versus $580 million or $2.87 per share in 2001. This
corresponds to a 4% decline in adjusted income, attributable mainly to an
increase in the provision for credit losses during the year. Fortunately, the
rise in loan losses was partially offset by the strong performance of Financial
Markets, Treasury and Investment Banking, while the results for the other lines
of business remained relatively stable compared to 2001. The slight difference
in adjusted earnings per share ($2.86 in 2002, $2.87 in 2001) was caused
primarily by the repurchase of 9.5 million common shares under the normal course
issuer bid, which was completed in October 2002. Total adjusted income,
Page 11
NATIONAL BANK OF CANADA 2001-2002
MESSAGE FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
on a taxable equivalent basis, was up by $82 million or 3%, to reach $3,253
million. The adjusted return on common shareholders' equity went from 15.9% in
2001 to 14.7% in 2002 as a result of the decrease in income on the one hand and
the increase in average common shareholders' equity on the other.
Although these results did not meet our expectations, I consider them
satisfactory overall given the difficult economic environment that prevailed in
2001 and 2002. Moreover, as the figures show, our financial results were better
than those achieved by most of the other major Canadian banks.
In fiscal 2002, the Board of Directors declared a dividend of $0.93 per share,
for an increase of 13.4% over the previous year. The return on National Bank
shares, including dividends, was 25% in 2002. In comparison, the return was -8%
on the Canadian stock market (as measured by the S&P/TSX index), and 4% on the
Banks and Trusts subindex, for the same period.
In short, the National Bank is in very good financial health, enjoys an enviable
reputation, is prudently managed and is well positioned to take advantage of
business opportunities that will ensure its growth in the years ahead. With a
sound balance sheet, a bank enjoys greater access to capital markets and the
resources needed to expand its franchise and develop its technological
infrastructure. The substantial improvement in the quality of our credit
portfolio and our capital ratios in 2002 puts us in a strong position going
forward. I would therefore like to offer my sincere thanks to our employees, our
shareholders, our customers and our partners, all of whom help us to make the
National Bank a dynamic, responsible and respected business.
/s/ Real Raymond
Real Raymond
Page 12
TABLE OF CONTENTS
Message from the Chairman of the Board 8
Message from the President and Chief Executive Officer 10
NATIONAL BANK FINANCIAL NETWORK
The Wealth Management Stakes 16
Structure and Operations of the National Bank 20
Economic Environment 31
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and analysis of
Financial Condition and Results 34
Additional Financial Information 54
Quarterly Results 66
Glossary of Financial Terms 70
CONSOLIDATED FINANCIAL STATEMENTS
Management's Report 75
Auditors' Report 76
Consolidated Statement of Income 77
Consolidated Balance Sheet 78
Consolidated Statement of Changes in Shareholders' Equity 79
Consolidated Statement of Cash Flows 80
Notes to the Consolidated Financial Statements 81
Statistical Review 112
Subsidiaries 114
SUPPLEMENTARY INFORMATION
Directors 116
Corporate Governance 117
Officers 118
Principal Subsidiaries and Offices Abroad 120
Annual Information Form 121
Information for Shareholders and Investors 124
Page 13
NATIONAL BANK FINANCIAL NETWORK
Page 15
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
THE WEALTH MANAGEMENT STAKES
It may safely be assumed that everyone looks forward to having a comfortable
retirement and, in due course, leaving an inheritance to family or friends. Over
the years, you have placed your savings in bank deposits, shares, mutual funds,
bonds, life insurance policies, real estate, retirement plans, and the like.
Together, these all represent your personal wealth. Managing your personal
wealth is, in part, the art of determining if these various components are
balanced in such a way as to ensure that you receive the best possible returns
for the level of risk you are prepared to assume. Wealth management, solidly
underpinned by a knowledge of financial planning, is also a matter of defining
the best possible tax and legal conditions under which to build your wealth so
that one day you can leave a legacy to those who matter the most to you.
A growing number of Canadians are focusing more actively on saving and investing
in order to ensure a secure future for themselves and their children, with the
result that wealth management has become one of the fastest growing markets in
the country.
In addition to its enviable profitability, this market presents undeniable
growth opportunities because of three trends: 1) the general aging of the
population, which means that more wealth is being accumulated; 2) heightened
awareness of the limitations and uncertain future of government pension plans;
and 3) the increasing popularity of professional fund management services, as
opposed to holding equities or conventional guaranteed investment certificates
that are not actively managed.
Given this context, there are many who say that the large Canadian banks enjoy a
privileged position as they already manage the lion's share of personal savings.
Conveniently forgotten is the fact that the borders have been opened up to
foreign financial institutions and the Canadian financial services industry has
been deregulated. The result is fierce competition that comes in more guises
than ever. Banks, insurance companies, mutual fund managers, securities brokers
and financial planners are all vying with each other to meet customers' demand
for wealth management services.
For an institution like the National Bank, the intense competition of recent
years is not the only challenge to overcome. Since the start of the millennium,
the wealth management sector -- in Canada as in most developed countries -- has
been experiencing a growth crisis triggered by the slowing of the global economy
and depressed stock markets. The business of managing wealth suddenly appears to
carry more risk and to be not as easy as it was throughout the 1990s. Banking
institutions are realizing that profitability is never assured and it can even
fall dramatically when disappointing stock market performances translate into
lower investor asset values and trading volumes.
Despite economic ups and downs and the highly competitive nature of this market,
the wealth management sector offers good prospects for the National Bank. We
project that a growing share of our revenues and earnings will be generated by
this market in the years to come. Thanks to our status as a super-regional bank,
our position as the leading bank for SMEs in Quebec, our widely recognized
corporate brand, the remarkable performance of our portfolio managers, our
extensive line of products and services, and our vast network of professionals
specialized in all areas of financial management, we are confident that the
National Bank has all the tools it needs to stand out from the crowd and to
maintain its position as the largest wealth manager in Quebec.
AN INDUSTRY WITHOUT BARRIERS
The wealth management market is an open market. It is far from being the
stronghold of the big banks. Unlike traditional financial intermediary
activities, there are virtually no legal or regulatory barriers to entry.
Hundreds of independent fund managers, financial planners and group savings
representatives, who are more like self-employed individuals than small
businesses, are all competing to garner their share of the market. Added to
these are the larger entities like insurance companies, unaffiliated brokerage
firms, groups of independent financial planners and mutual fund companies.
It is therefore not surprising that no one particular institution dominates the
sector. In the United States, for example, no player in the wealth management
sector controls more than 2% of the market. The 20 largest financial
institutions combined manage only 12% of total assets. In Canada, assets are
more heavily concentrated in the hands of the major banks than they are south of
the border. Yet, there is no denying that Canadians' savings are migrating
toward the multitude of financial advisory firms which, while admittedly
smaller, are sometimes well adapted to serving their particular clientele.
Canadian banks are therefore competing not only against one another, but they
are also going head to head with hundreds of small entrepreneurs who are keen,
ambitious and available, whose operating costs are extremely low, and who offer
very personalized service. Banks consequently have to exploit their corporate
image and their vast expertise in order to dispel preconceived notions that
their services are less personalized or less specialized than those offered by
independent advisors.
The great strength of the Canadian banking industry lies in its capacity to
offer a vast array of wealth management products and services. At the National
Bank, for instance, customers can count on full-service and discount brokerage
services, trust services, access to professionals in all our domestic branches,
a family of more than 100 mutual funds, as well as personalized, private and
discretionary wealth management services, to name only a few.
Page 16
Successfully offering access to such a variety of products, services and
professionals under a single banner is more than simply a question of economies
of scale and diversification. Financial planning and wealth management call for
a comprehensive approach matched by an appropriate, well coordinated offering of
services. Very few financial institutions are able to do this as well as the
National Bank does in Quebec. That is one barrier we want to make insurmountable
for most of our competitors.
THE MUTUAL FUNDS REVOLUTION
Canadians are investing more and more of their money in mutual funds. This is by
far the single most important change in the financial services sector in the
past 20 years and amounts to a veritable revolution in terms of savings and
investment habits. We have come a long way from the days when Canadians
entrusted nearly all of their savings to banks, trust companies and credit
unions. By the end of the 1990s, almost half of Canadians' savings were going to
mutual fund companies which then used this money to invest in securities through
capital markets.
Some mutual fund companies have been so successful in establishing their brands
that customers of the major banks do not hesitate to insist that they be
included in their portfolio. If banks refused to offer those funds, many of
their customers would likely take their business elsewhere, perhaps to
securities or insurance brokers, to obtain what they want. These days, customers
of the major banks are looking for an offering that is more mainstream and which
includes competitors' funds. Even though the banks promote their own products
first and foremost in their advertising and marketing material, they
nevertheless authorize their advisors to sell almost all the funds available on
the market whenever they are requested by customers.
It was precisely in this context that the National Bank signed an agreement with
Fidelity, the most prestigious mutual fund family in the world. Our strategy is
to highlight the complementary nature of our two institutions' respective
offerings by showing, for example, that the Bank's strengths lie in bond funds
and Canadian equity funds while those of our partner tend more towards U.S. and
international equity funds. Investors realize that no single team of fund
managers can be the best in every category, and a bank can only enhance its
credibility by developing partnerships with recognized third-party fund
managers.
Acquiring families of funds is another way of increasing our presence in the
Canadian wealth management market. The National Bank's sound financial condition
and excellent capitalization make it well positioned to seek out the best
business opportunities. For instance, with our acquisition of the mutual fund
management firm Altamira, we immediately doubled our mutual fund assets under
management to nearly $10 billion. Even better, this transaction enabled us to
make further inroads into the market outside Quebec, much as we did in 1999 when
we merged our brokerage firm Levesque Beaubien Geoffrion with Ontario-based
brokerage First Marathon to form National Bank Financial and thereby raised the
profile of our brokerage subsidiary outside Quebec. Altamira, which offers 47
mutual funds, has 240,000 customers, more than half of whom are in Ontario.
Further to this transaction, the National Bank now ranks 14th in the Canadian
mutual fund industry.
According to the Investment Funds Institute of Canada, the returns achieved by
the National Bank on its mutual fund portfolios placed it among the top five
financial institutions in 2002. Our outstanding performance, which is
attributable to a prudent, disciplined and value-oriented approach combined with
a more aggressive, proactive marketing approach, resulted in a net increase in
sales even though financial markets were beset by problems in 2002. The
indisputable talent, consistent success and rigorous investment philosophy of
the fund managers at our subsidiary Natcan Investment Management have long been
recognized by the industry and investors alike. Through the contribution of
these professionals, we were able to stand out from our competitors in the area
of mutual funds, and even surpass our expectations.
NEW WEALTH AND INHERITED WEALTH
A study conducted by Cap Gemini Ernst & Young in 2001 revealed that there are
more than 7.2 million millionaires worldwide, 2.5 million of whom are in North
America. Canada, for its part, has 315,000 millionaires and this figure could
rise to 915,000 by 2010. According to the magazine Canadian Business, the number
of Canadian families with at least $1 million in liquid assets has risen by 13%
each year since 1994. In 2000, 177,000 families belonged to this group,
representing a total of $800 billion. In other words, almost half of all assets
under discretionary management are held by 1.3% of Canadian households. Needless
to say, all the financial institutions are rolling out the red carpet to attract
them as customers.
In Canada, a thriving entrepreneurial spirit is largely responsible for this
proliferation of millionaires -- entrepreneurs who have been very successful and
accumulated substantial wealth over the years or who have acquired it either by
selling their company or merging it with another. The National Bank's strong
penetration of Quebec's SME sector has earned it a market share of 40%, giving
it an enviable position in this sector. We can offer our commercial customers
financial services that not only meet their company's needs, but also their own
needs as regards the management of their personal and family assets.
Page 17
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
THE WEALTH MANAGEMENT STAKES (cont.)
NEW WEALTH AND INHERITED WEALTH (cont.)
For most of the big Canadian banks, the first criterion in the selection of
wealth management customers is the liquidity of their assets. At the National
Bank, the focus is more on the potential wealth of its customers. For instance,
a 25-year-old entrepreneur with $10,000 to invest would be of interest to each
one of our wealth management advisors because that same young man, in 10 years'
time, could well belong to the group of customers with $250,000 under
management. Our position as the leading bank of SMEs in Quebec has led us to
adopt a strategy that gives as much importance to our customers' potential to
amass wealth as to their current assets.
A comparison with our banking competitors shows that the high net-worth
customers of the major banks have gone from the phase of accumulating assets to
that of protecting them through professional management. At the National Bank,
customers who are at the wealth accumulation phase of their lives outnumber
those who have reached the capital preservation phase. That is why we are
confident in saying that the growth outlook for our market is as good for the
long term as it is in the near term.
According to a longstanding tradition, upscale customers at the large European
and North American banks are divided into two main categories. There are the
newly wealthy on the one hand, usually entrepreneurs, professionals and
corporate executives who have accumulated wealth through their entrepreneurship,
their stock options or their professional occupation. There are also those who
have inherited wealth, that is to say, customers whose main income is derived
from family money that is passed down from one generation to the next. What
generally distinguishes the first group from those whose wealth is inherited is
their higher tolerance for risk, their comparative lack of loyalty to any
particular financial institution and their desire to play a more active role in
managing their wealth. By and large, they are also more familiar with the new
information technologies, and their investment horizon is shorter when it comes
to taking a critical look at their portfolio returns.
While still useful for targeting this clientele, the differences between the two
groups are tending to vanish as the new generation of those who inherited money
is more receptive to riskier asset classes, such as equities, than their
parents' generation before them. We are also noticing that both groups,
regardless of how they came by their wealth, share a common goal: they want to
retire at a younger age than their peers. They are therefore more concerned than
most people about preserving their capital.
Without denying the usefulness of this distinction between new wealth and old
wealth, the National Bank's customer segmentation approach is more refined and
takes into account a larger number of factors that are simultaneously
socio-demographic, socio-economic and cultural. The bank that knows its
customers best always has an edge over its competitors, and its chances of being
entrusted to manage a growing share of customers' assets are also that much
better.
THE VALUE OF PROFESSIONAL ADVISORS
If the bearish stock markets since March 2000 have had one positive outcome, it
is that they made investors realize more than ever the need for sound
professional advice in managing their financial assets. In good times and bad,
the services of a professional advisor are worth their weight in gold.
Making good investment decisions requires a combination of three key
ingredients: appropriate financial knowledge, a good understanding of oneself
and enough discipline to stick to a plan without being swayed by emotion. Very
few investors possess all three ingredients in equal measure at the same time.
That is why professional advice is very often essential -- not just because of
the training or extensive knowledge that advisors have, but because of their
ability to help investors gain a better understanding of themselves. Because of
their neutral position, advisors can act as an objective third party in the
decisions investors have to make in order to achieve their financial goals.
The problem is that even in times of economic prosperity and stock market
buoyancy, the returns earned by many investors can be less than impressive. As
revealed in a study published in the October 2002 issue of the Quebec business
magazine Finance et Investissement, Canadian investors show a strong propensity
for buying a mutual fund category when the price of the securities making up the
fund is high and then selling when prices are low. With the passage of time,
such behaviour becomes increasingly costly to investors. The end result is that
although they invest substantial amounts of money, they do not earn anything
like the average return, on paper, of each fund category, let alone the return
of the benchmark indexes.
Page 18
From 1990 to 1999, for example, the total return of the TSE 300 index was 193%,
while holders of Canadian equity funds obtained an average return of 97%. The
same phenomenon was observed for balanced funds and Canadian bond funds. The
benchmark index for balanced funds rose by 190% over 10 years, whereas Canadians
holding this type of mutual fund earned a meager 67% return in comparison. For
its part, the Canadian bond fund index advanced by 171%, while investors who
opted for this fund category had to content themselves with an average return of
50% over 10 years. It would be unfair to blame fund managers for the
disappointing performance of those investors' funds. They did their job
properly, achieving average returns that came very close to the indexes. The
misfortunes of some fund holders can only be explained by the allure of fast,
easy gains, a lack of discipline and a tendency to move in and out of funds
solely on the basis of what was in vogue at the time and past returns.
Mutual fund holders who have a financial advisor are better at keeping their
emotions in check and hold on to their funds longer than investors who manage
their assets themselves. This translates into a higher return on their
portfolio, one that is much more in line with the benchmark indexes. In short,
if you have mutual funds managed by the National Bank, if you kept a cool head
throughout the 1990s, if you stayed on course with respect to your financial
goals and avoided excessive trading, then the chances are that the returns you
obtained were close to the market indexes, if not higher.
The quality of the relationship between customer and financial advisor is the
linchpin of success, not just for a financial institution active in wealth
management, but also for a customer whose portfolio performs well because of the
sound management of his financial assets. Canadian banks have long been seen as
not having the necessary structures for offering constant, personalized wealth
management services. The banking culture, it was said, made investors customers
of their bank rather than customers of their advisors. And with bank personnel
being transferred regularly, it was difficult for customers to establish an
ongoing relationship with one advisor. In wealth management, however, long-term
success presupposes a lasting relationship based on trust that enables advisors
to manage their customers' emotional reactions to financial market performance
in addition to managing their financial assets.
The main reason why customers transfer their business to another financial
institution is because their advisor leaves. A survey conducted by the
Taddingstone Consulting Group, which appeared in the summer 2000 issue of
Canadian Business, revealed that high net-worth customers at the large Canadian
banks felt that financial planners were far too young, had very little
experience and tended to move from one employer to another. That is why we at
the National Bank place great importance on having an effective personnel
retention policy, a superior professional training program, and a corporate
culture that puts a premium on teamwork, to the tangible benefit of all its
customers.
The wealth management needs of a customer can require the involvement of several
different types of professionals, such as financial planners, accountants, tax
specialists or portfolio managers. At the National Bank, a customer's first
point of entry to our network of professionals is increasingly through a single
intermediary, be it a financial planner, an account manager or a private banking
manager. However, once customers are in contact with a group of professionals
who offer complementary services under the same banner, the risk that an
investor will leave because of an intermediary's departure becomes much lower.
On average, we manage 26% of our customers' assets. Our goal is to increase this
share to 33% over the next three years. Our National Bank Wealth Management line
of business, with close to 300 financial advisors, is just one example of our
determination to be the largest wealth manager in Quebec and one of the 10
largest in Canada as a whole.
Page 19
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
STRUCTURE AND OPERATIONS OF THE NATIONAL BANK
With Real Raymond, its new President and Chief Executive Officer, at the helm,
National Bank of Canada had another solid year in fiscal 2002, successfully
maintaining an effective balance between shareholder interests, customer
satisfaction and employee engagement.
Six factors contributed to this performance and will continue to be key to the
Bank's success in the years ahead: improved service quality at every level of
the organization; regional dominance in Quebec where our market shares exceed
those of the major national players; concentration of our operations in
value-added sectors; economies of scope afforded by more varied sources of
revenue; excellent capitalization; and strategic alliances with world-class
companies and major financial distributors in Quebec and the rest of Canada.
Being the number one bank in Quebec is extremely important to us, while being
the sixth largest bank in Canada is more of a statistic. That is not to say,
however, that we are not committed to maintaining our presence outside Quebec.
Our niche markets of choice, such as wealth management, commercial banking and
capital market brokerage services, require us to have a strong presence through
our branches in Atlantic Canada, Ontario and the major Western Canadian cities.
Looking at the Bank's operations from a horizontal perspective, our services are
available in every region of Canada. We also favour more specialized niches that
enable us to serve customers around the world through representative offices and
strategic alliances. The Bank's Canadian network consists of 530 branches and
823 banking machines, complemented by some 500 banking machines accessible
through The Exchange Network, and a total of 17,285 employees, the vast majority
of whom are in Quebec. From a vertical standpoint, the National Bank offers a
full line of financial services. We are active in personal banking, commercial
banking, international capital markets, securities brokerage, insurance, wealth
management, mutual fund and pension plan management, as well as in providing
financing for large corporations and government organizations.
The quality of the service offered to customers is the only real competitive
advantage that an institution can have in today's financial services market.
Access to service and the competence of our personnel are the two key elements
that allow us to stand out from the competition. That is why we have extended
business hours at some 60 of our branches throughout Quebec by nearly 40%. Over
530,000 customers are already benefiting from the extended hours at those
branches which are now open 35 hours a week or more. We are currently looking
into the possibility of similarly extending hours at certain other branches.
Reorganizing job functions and setting up competency development projects was
the approach taken by the Bank to ensure that its employees upgraded their
knowledge of products and services and focused on their objectives. That was the
second part of our plan to enhance customer service. Managers at the Bank have
adopted a new way of thinking which holds that everyone at the National Bank has
customers and everyone should be concerned with improving service quality.
Support units and employees who are not in direct contact with customers,
whether at Head Office or elsewhere, are committed to giving every assistance to
the front-line units that serve customers on a day-to-day basis. In that regard,
support units sign actual service agreements, pledging to deliver quality
products and services to the units that deal directly with the Bank's clientele.
These agreements give employees access to scorecards and feedback informing them
to what extent they have succeeded in achieving the desired level of quality and
how they can continue to make improvements.
According to a poll conducted by Leger Marketing to determine the 150 most
admired companies in Quebec, the National Bank has been gaining in popularity
and now ranks first among financial institutions operating in the province. The
fifth edition of this annual survey confirmed that the National Bank has made
gains in winning the hearts of Quebecers whereas most of the other financial
institutions have lost ground. This independent study by Leger Marketing is
further proof that our efforts to enhance customer service and improve the
Bank's image among the general public have started to yield encouraging results.
THE BOARD OF DIRECTORS
The Board of Directors supervises the management of the business and affairs
of the National Bank, either directly or indirectly through its committees.
Its role is to protect the Bank's assets and ensure its effectiveness,
profitability, long-term survival and development.
To that end, the mandate of the Board is to define the Bank's mission, review
its business objectives and approve strategies for achieving them. The Board and
its three committees provide direction and support for the Bank's Executive
Committee in pursuing the performance objectives established in the strategic
plan.
Page 20
One of the goals set by the Bank's senior management is to develop a corporate
culture that makes the National Bank a model corporate citizen among its
Canadian peers. The National Bank enjoys an excellent reputation as a good
corporate citizen. We were therefore pleased to place 18th in the list of
Canada's best corporate citizens from among the 300 companies included in the
S&P/TSX index. The study, which was published in Corporate Knights magazine and
covered in The Globe and Mail in June 2002, was conducted by Michael Jantzi
Research Associates, a firm that tracks the social and environmental performance
of Canadian companies. For the purposes of the study, a good corporate citizen
was defined as a corporation that makes money for its shareholders, enhances its
national and local communities, leaves as small a footprint as possible on the
environment, treats employees well, and keeps customers happy.
MANAGEMENT
In February 2002, a new organization structure was implemented at the National
Bank. An 11-member Executive Committee was given the following mandate: to
define the culture and philosophy of the Bank; to approve and pursue the
strategic initiatives of the National Bank group as a whole; to manage the
succession process; and to ensure a balance between employee engagement,
customer satisfaction and shareholder satisfaction.
Reflecting the strong emphasis on teamwork, efficiency and succession planning
at the Bank's senior management level, the new Executive Committee is composed
of the following senior officers:
Real Raymond, President and Chief Executive Officer
Jean Turmel, President -- Financial Markets, Treasury and Investment Bank
G.F. Kym Anthony, President and Chief Executive Officer, National Bank Financial
Patricia Curadeau-Grou, Senior Vice-President -- Risk Management
Gisele Desrochers, Senior Vice-President -- Human Resources and Operations
Jean Houde, Senior Vice-President -- Corporate Affairs
Michel Labonte, Senior Vice-President -- Finance and Technology
Michel Lozeau, Senior Vice-President -- E-Commerce
Tony Meti, Senior Vice-President -- Commercial Banking and International
Michel Tremblay, Senior Vice-President -- Personal Banking and Wealth Management
Louis Vachon, Senior Vice-President -- Treasury and Financial Markets
BUSINESS SEGMENTS
Personal Banking and Wealth Management is divided into two major divisions:
Personal Banking (branch network, deposits, personal loans, mortgages,
insurance, debit and credit cards, etc.) and Wealth Management (full-service
brokerage for individuals, discount brokerage, mutual funds, trust services,
etc.). Commercial Banking, for its part, is responsible for servicing businesses
and the real estate sector in Canada, while Financial Markets, Treasury and
Investment Banking is in charge of corporate finance, treasury operations,
management of the Bank's assets and liabilities, corporate brokerage services
and portfolio management.
PERSONAL BANKING AND WEALTH MANAGEMENT
Personal Banking and Wealth Management serves over two million individuals,
self-employed customers and small businesses in Canada through its branch
network, call centres, banking machines and Internet platform. These service
delivery methods are complemented by a network of off-site financial advisors
and commercial banking centres. Our objective is simple: we want to outperform
all our competitors when it comes to helping our customers achieve their
financial goals.
Significant changes were made in Personal Banking and Wealth Management
subsequent to the management restructuring in February 2002. Three objectives
were set, all with the view to enhancing the quality of customer service: 1)
group together service and sales forces according to their target clientele and
distribution method; 2) finalize the separation of manufacturing units from
distribution units; and 3) ensure greater cohesion in the way the branch network
functions. As a result, the distribution networks of Personal Banking and Wealth
Management are now divided into three entities -- the branch network, the
specialized sales network and alternative networks. This restructuring enables
us to offer our individual, self-employed and very small business customers an
array of products and services designed to assist them in managing their savings
and financial assets more effectively.
Page 21
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
STRUCTURE AND OPERATIONS OF THE NATIONAL BANK (cont.)
PERSONAL BANKING AND WEALTH MANAGEMENT (cont.)
One of the highlights of fiscal 2002 for Personal Banking and Wealth Management
was the acquisition of mutual fund manager and distributor Altamira.
ALTAMIRA ACQUISITION FURTHER STRENGTHENS OUR PRESENCE IN ONTARIO
In August 2002, the National Bank acquired Altamira, a leading manager and
distributor of mutual funds in Canada. This acquisition greatly expanded the
Bank's presence outside Quebec in the area of wealth management, especially in
Ontario. Through its family of funds, Altamira manages approximately $5 billion
in assets -- slightly more than $4 billion on behalf of individual investors and
just under $1 billion for institutional clients. In other words, the Bank
doubled the value of its mutual fund assets under management to nearly $10
billion. From a geographic standpoint, over half of the company's assets under
management come from customers in Ontario and 15% from customers in Quebec.
Altamira, which manages and distributes 47 mutual funds, employs 300 people,
including 115 advisors in six branch offices and three call centres. Its head
office is in Toronto. Altamira services approximately 137,000 customers directly
and an additional 103,000 through a network of intermediaries.
In acquiring Altamira, the National Bank gained a large volume of new customers,
expanded its distribution network and created synergies by combining two
financial institutions with complementary investment management styles. Through
its subsidiary, Natcan Investment Management, the Bank is recognized for its
value approach while Altamira's expertise lies in a growth approach. These
complementary management styles and the combined resources of the two companies
should result in a broader diversification of products and expand the Bank's
customer base Canada-wide.
A few months prior to the acquisition of Altamira, the Bank's Natcan subsidiary
purchased Gestion de placements Valorem inc., a portfolio management firm with
$1.4 billion in assets under management. Valorem, founded in Quebec City in
1994, was 55% owned by SSQ Financial Group, a company actively involved in the
field of insurance with one million customers and over 1,000 employees. The
transaction was greatly facilitated by the fact that Valorem's principal
shareholder was keen to take advantage of Natcan's expertise in asset and mutual
fund management. As a result, SSQ's life insurance arm has become another of
Natcan's major insurance company clients, following the example of Clarica.
Another achievement we are particularly proud of is the agreement the Bank
concluded with three companies belonging to Power Financial Corporation, namely,
Investors Group, Great-West Life and London Life. In addition to its immediate
financial advantages, this partnership agreement gives the National Bank access
to one of the best financial product distribution networks in Canada and, over
the long term, will enhance its reputation and reach outside Quebec. The
agreement is similar to those concluded in 2001 with Assante, a leading provider
of integrated wealth management services with a network of 1,500 advisors in
Canada, and Groupe Promutuel, one of Quebec's largest property and casualty
insurers that is strongly represented in the insurance and financial services
market throughout Quebec. As a manufacturer of financial products, the National
Bank has expanded its distribution network more in the past year than ever
before.
AGREEMENT WITH THREE POWER FINANCIAL CORPORATION COMPANIES
It is not every day that a bank signs an agreement giving it access to a
Canada-wide network of over 7,000 financial advisors and a customer base of more
than 3.2 million individual clients. However, that is exactly what the Bank did
on November 6, 2002, when it signed an agreement with Investors Group,
Great-West Life and London Life, all three of which are part of the Power
Financial Corporation group. Through this 10-year agreement, which is renewable,
the Bank will be able to consolidate its position as one of Canada's leading
manufacturers of financial products. The Bank products to be distributed by the
three Power Financial Corporation companies include loans for investment
purposes (RRSPs and non-RRSP investments), lines of credit, deposit accounts
with chequing privileges, personal loans, GICs, credit cards, Internet services
and access to banking machines in the Bank's own network and The Exchange
Network.
Page 22
The creation of the National Bank Wealth Management line of business lies at the
core of our penetration strategy in the wealth management market. During fiscal
2002, not only did we strengthen our new sales force, but we consolidated our
position in this fast-growing strategic market, mainly among client segments
that have an entrepreneurial or professional profile. The mission of National
Bank Wealth Management is to offer personalized management services that enable
its customers to identify and achieve their financial goals by selecting from a
vast range of products and services of the highest quality. The Bank's Financial
Planners and about 30% of its Personal Bankers have been assigned to this
integrated business line. Their objective is to boost the Bank's market shares
among wealthy and upscale client segments and to increase the share of
customers' portfolios managed by the Bank. National Bank Wealth Management has
been successful in applying a new approach whereby each customer is
automatically assigned an advisor who oversees and facilitates access to the
services of various other experts according to the customer's needs. Teamwork is
therefore crucial and the designated advisors are called on to work closely with
experts who can supplement their knowledge and the services they provide.
Advisors now also accompany their customers to meetings with Bank specialists
from such sectors as National Bank Discount Brokerage, National Bank Securities,
National Bank Financial or the Private Banking Group of National Bank Trust. In
other words, a single advisor guides the customer and opens the door to all the
financial solutions offered by the Bank while specialized teams, using the
latest banking technology, take charge of transaction and administrative
functions so that front-line staff can develop their markets, services and
customer relationships.
The Bank has made inroads into the wealth management market in other ways as
well. For example, current trends indicate that an increasing number of
employers are turning away from traditional defined-benefit pension plans in
favour of group RRSPs. Many employers have found that setting up traditional
pension plans is a costly process and that their employees in fact prefer plans
that give them more control over their investments. National Bank Trust
responded to this need by adding new types of investments, such as segregated
funds from reputable external managers, to its existing product offering of GICs
and assisted portfolio management products managed by Natcan. As a result,
employers and employees enjoy more control over their investments and can take
advantage of an Internet platform that lets participants consult their account
and carry out transactions online 24 hours a day, seven days a week. In order to
deploy these new offerings, National Bank Trust signed an administrative
agreement with Industrial Alliance, an experienced player in the savings and
retirement field, which will provide administrative support for group retirement
plans. Thanks to the trust subsidiary's initiatives, the Bank has gained a very
advantageous position in a market that has long been dominated by life insurance
companies.
With over $40 billion in assets under administration, National Bank Trust
continues to be one of the dominant trust companies in Quebec. The three major
product lines offered by its Personal Trust Services sector are private
investment management, trust administration and estate settlement. Its Corporate
Trust Services sector provides a complete range of services, including group
pension plans, share ownership management, securities administration and
custodial services, and mutual fund administration.
The National Bank is among the leading issuers of MasterCard cards in Canada and
ranks among the 100 largest issuers of Visa and MasterCard cards in the world
according to a Nielson report released in December 2001. We were the first in
the country to offer a debit card, co-branded cards, a secure payment server for
Canadian merchants' e-commerce operations, and instant in-store credit. The
Bank's Electronic Payment Solutions Department offers no less than 103 types of
credit cards and is also responsible for smart cards, banking machines,
electronic payments and point-of-sale terminals.
Despite the downward spiral on stock markets in 2001 and 2002, National Bank
Discount Brokerage (NBDB) maintained its growth in terms of account openings and
assets under administration. NBDB currently holds close to 25% of the discount
brokerage market in Quebec with slightly more than 100,000 customers, 90% of
whom are also National Bank customers. For the fourth time in a year, the Dalbar
research firm ranked NBDB first for the overall quality of its telephone and
e-mail customer service, ahead of all its Canadian competitors. Customers of
NBDB can choose to carry out their transactions by telephone with a
representative, through the company's website, by cellphone or through the
automated Dial-A-Quote telephone system. The NBDB website (formerly at
www.invesnet.com) was completely redesigned and has been integrated into the
Bank's site at www.nbc.ca/nbdb. The shared portal means that customers can
manage all their finances from a single location. The trading area of the site
was also given a brand new look and features many improvements such as a more
intuitive structure; easier, faster and more dynamic navigation; revised
terminology; menus and buttons; and a whole new design.
Page 23
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
STRUCTURE AND OPERATIONS OF THE NATIONAL BANK (cont.)
PERSONAL BANKING AND WEALTH MANAGEMENT (cont.)
The Bank's Internet banking solutions have continued to evolve. For instance,
since June 2002, we have been offering person-to-person, or P2P, electronic
payments for individuals. Our customers can now transfer funds from their
account to the account of another Bank customer in complete security via the
Bank's website. This instant online service is greatly appreciated by customers
who regularly transfer funds to relatives or friends as it presents significant
advantages over cheque-based transactions in terms of speed and simplicity.
August 25, 2002 was the launch date of the Bank's new and improved website at
www.nbc.ca. The revamped site is both efficient and user-friendly, making it
easier for users to navigate the site and carry out searches by product type or
other specific criteria. This major revision was designed to ensure that the
Bank and its subsidiaries project a unified image to its customers and to the
public at large. In particular, the Internet platforms of National Bank Discount
Brokerage and National Bank Trust have been integrated into the main Bank site.
Customers who visit the site can access a variety of tools, guides and practical
advice, including economic analysis reports, daily market summaries, business
plan models, financial calculators and investment guides. In addition, all
transaction operations have been centralized under the www.nbc.ca address where
individuals and businesses can do their banking, apply online for loans and
credit cards, as well as purchase deposit products and RRSPs.
The retail market is a keenly competitive market where players must constantly
strive to stand out through their advertising and marketing activities. The
Bank's efforts in this regard were recognized during the year at the 2002 Media
Innovation Awards organized by Marketing Magazine and the Canadian Media
Directors' Council. The awards highlight excellence in applying innovative and
strategic ideas to media use and planning. The originality of the Bank's RRSP
campaign impressed the jury, particularly the informative video clips that
appeared in banners on external websites (a new technology that enabled Internet
users to view information segments on the 2002 RRSP campaign without having to
download them). The jury also liked the way the concept was integrated with
other media (radio and television).
COMMERCIAL BANKING
The National Bank enjoys a well-deserved reputation as the leading bank for
small and medium-sized enterprises (SMEs) in Quebec. Three Quebec employers out
of five do business with the Bank in one way or another. Serving over 12,000
companies, the Commercial Banking line of business offers a complete selection
of financial services that SMEs rely on to grow and prosper.
In many respects, the strong performance of Commercial Banking is attributable
to the symbiotic relationship which the Bank has with the Quebec economy. The
province is no longer the commercial bankruptcy capital of Canada. Since the
second half of the 1990s, the number of business failures has in fact been lower
in Quebec than in Ontario. Quebec's economy has undergone a very impressive
modernization process during the past decade. Approximately 32% of the
province's exports now originate from technology-intensive industries, versus
14% for Canada overall. Developments such as these can only have a positive
impact on a super-regional bank such as ours.
At the end of 2002, all commercial clients, including small businesses, real
estate financing clients, self-employed individuals and agricultural clients,
were grouped together under Commercial Banking. This restructuring, which takes
full effect in 2003, will enable us to give all entrepreneurs, regardless of
their size or sector of activity, the specialized products and services they
need to run their businesses. We will also be able to deploy more consistent,
targeted strategies to earn the trust of our commercial clients and successfully
refer them to our wealth management and personalized financial planning teams.
Our market share in Quebec is higher than that of any other bank. We focus on
specialized niches where we can boost our penetration levels and reach new
commercial clients. The Bank's teams of professionals have developed specific
competencies enabling them to provide financing and support to businesses in
sectors such as agriculture, television and motion pictures, energy resources
and advanced technologies. We have also developed expertise and specialized
services for SMEs that choose the franchise model, a structured business formula
that is an advantageous way to start up and grow small businesses. In fact, we
are the only bank with franchise and partnership experts on staff. These
professionals support franchisors and franchisees alike, offering them a range
of standardized services. Given our long involvement in franchising and
partnerships, we have acquired in-depth knowledge of the concepts, backgrounds
and profiles of the businesses operating under that model. In this fast-growing
market, we believe it is important to stay a step ahead of our competitors.
Page 24
High-technology and knowledge-based companies in Canada can count on the
services of the Commercial Banking Technology Group, which is composed of
finance and technology professionals. This team serves companies across the
country from its main centre in Montreal and its regional centres in Quebec
City, Ottawa and Toronto, giving us an active presence in the primary locations
where technology business is concentrated. The loan packages and financial
services offered by the Bank to technology companies are perfectly adapted to
their needs: venture capital through our partners; federal and provincial
government programs; operating and term loans; financing of research and
development tax credits with or without guarantees from Investissement Quebec;
contract financing by way of progress advances on an operating loan to execute
contracts awarded by governments or major corporations; export financing,
including the Progress Payment Program (PPP), the Convention generale de
garantie (general guarantee agreement) and the Master Accounts Receivable
Guarantee (MARG); and public and private initial public offerings via our
subsidiary National Bank Financial.
The mission of the National Bank's TV and Motion Picture Group, which
specializes in financing film projects and television series, is to offer a
complete line of customized banking products and services to the Canadian film
and television production and distribution industry. In addition to producers
and distributors, our clientele includes post-production, special effects and
equipment leasing companies, as well as studios.
The financial products offered to businesses can sometimes be highly complex.
Examples include derivative instruments which the Bank makes available so that
companies can efficiently manage the risk associated with interest rate and
exchange rate fluctuations, and foreign exchange forward contracts that give
companies more flexibility in coordinating foreign currency inflows and
outflows. That is why it is important to have high-calibre experts on hand at
all times to help companies to better understand these tools and use them
effectively. The National Bank's Structured Financing Group is one such example.
Its team of experienced professionals specialize in project financing,
acquisitions, share buybacks and other complex transactions designed to assist
growing companies with financing needs in excess of $2 million. Through this
group, SMEs in our market have access to a large network of contacts both at the
Bank and on financial markets (venture capital, subordinated debt, specialized
consultants, government organizations, lawyers, tax specialists, etc.).
Moreover, medium-sized businesses can, among other things, benefit from
alternative financing tools such as subordinated debt which makes it possible
for them, in some cases, to maximize borrowing capacity in order to minimize or
avoid share dilution.
With flexible, efficient teams such as these, the Bank can be even more
competitive in its target markets. Our teams provide fully adapted financing and
import-export solutions to companies looking to do business outside the country.
By way of medium-term financing from our partner Northstar, our SME clients can
offer their foreign buyers financing of up to $5 million for a maximum of five
years. This solution makes it easier for our clients to obtain contracts to sell
goods and services on international markets. For businesses that often turn to
leasing the equipment they need to carry on their operations, lease financing is
a very attractive financing solution. In cooperation with our partner Alter
Moneta, a company jointly owned by the National Bank and the Caisse de depot et
placement du Quebec and specializing in lease financing, we can offer our
clients all the lease financing facilities they require. We continue to be
involved in Fodex, a fund which invests in the capital of foreign companies that
buy from Canadian companies. Through its NatExport and Sodex divisions, the Bank
also continues to provide factoring services for exporters (purchase of local
and foreign receivables). This process improves liquidity for our commercial
clients and eliminates the risks associated with following up and collecting
receivables.
A number of our clients do business or have expansion projects in Europe,
particularly in France. Similarly, a number of French and other European
business people have set up operations in Canada or are interested in doing so.
To meet the financial needs of entrepreneurs on both sides of the Atlantic, the
National Bank and Credit Agricole of France signed a service agreement which
makes us the designated representative responsible for meeting the banking needs
of Credit Agricole clients that want to do business here. In return, National
Bank clients targeting the European market can look for assistance and services
from Credit Agricole, France's largest bank and one of the leading banks in the
world with assets of US $446 billion.
An international business development manager, whose role is to advise
commercial clients on export financing and international trade risk management,
is based in most of the Bank's regional centres in Quebec. Similar positions
have been created in other provinces, notably Ontario and Alberta. With Internet
Banking Solutions Inc., our virtual branch for businesses, clients have ready
access to the services of an experienced account manager. From 8 a.m. to 6 p.m.,
Monday through Friday, they can call on the account manager's expertise and
advice, particularly with respect to financing, investments or cash management.
TelNat automated telephone banking services, which are available between 6 a.m.
and midnight, seven days a week, enable our clients to rapidly carry out
transactions related to managing their business, including bill payments,
balance inquiries, past transaction lists, and loans and lines of credit.
Page 25
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
STRUCTURE AND OPERATIONS OF THE NATIONAL BANK (cont.)
COMMERCIAL BANKING (cont.)
Recognized as the bank for business, the National Bank is particularly attuned
to the realities facing women entrepreneurs. In June 2002, we therefore teamed
up with the Reseau des Societes d'aide au developpement des collectivites du
Quebec (SADC) and the Association feminine d'education et d'action sociale
(AFEAS) in a project called AFER (Aide aux femmes entrepreneures en region) in
order to encourage entrepreneurship among women in outlying areas of Quebec. The
goal of this three year agreement is to facilitate access to capital for women
who have a business project they want to develop and who live in rural areas.
Although the Bank's usual credit criteria still apply, concrete efforts have
been made to minimize the factors that impact negatively on women's access to
financing. Through its SME Centres in Quebec, the Bank works closely with the 62
regional offices of the SADC to ensure the success of this project.
The agreement to sell the Bank's MasterCard merchant payment solutions to Global
Payments was finalized in October 2001 and the transition process is well under
way. As Global Payments is one of the world's leading debit and credit card
transaction processing companies, our clients benefit from a wide array of
point-of-sale solutions for enhanced convenience and simplicity. Global
Payments' commitment to designing new payment solutions on an ongoing basis
means that our business clients can count on having access to the most
innovative technologies at all times.
On May 30, 2002, the Bank's ClicCommerce subsidiary officially changed its name
to National Bank eCommerce, in line with the Bank's strategy to standardize the
image and names of its products and services in order to promote the National
Bank name and capitalize on the strong brand awareness associated with it.
National Bank eCommerce is much more than a new name, however. It reaffirms the
Bank's commitment and initiatives in the area of e-commerce solutions for its
individual and business clients.
In addition to acquiring a new name, National Bank eCommerce broadened its
offering by adding new features. For instance, private B2B marketplaces were
created for medium-sized and large companies looking to make purchases directly
from their suppliers via an Internet platform integrating purchasing, billing
and electronic payment operations. A public B2B marketplace was also set up to
assist SMEs in their purchasing of routine supplies. The Bank was able to
further enhance its B2B e-commerce offerings for SMEs through an agreement
signed with a provider of B2B procurement solutions. In addition, web solutions
are available for companies that want to place their promotional brochures on
the Internet, raise their visibility or sell their products and services
directly to consumers.
National Bank eCommerce has its sights set on facilitating companies' projects
and needs in the world of e-commerce solutions and it fully intends to
contribute to the performance of businesses through innovative, scalable,
outsourced solutions in an environment that meets the strictest security
standards. The platform supports the various public and private marketplaces in
Canada and integrates master agreements signed between a company and its
suppliers. This user-friendly, economical and accessible e-solution will give
National Bank clients a competitive edge and make them more productive. As the
Bank firmly believes that the Internet and e-commerce are areas of high growth
potential in the coming decade, it wants to stay at the forefront of technology
by offering increasingly high-quality solutions to its business clients.
Page 26
FINANCIAL MARKETS, TREASURY AND INVESTMENT BANKING
NATIONAL BANK FINANCIAL CELEBRATES ITS CENTENNIAL!
In 2002, National Bank Financial celebrated 100 years in operation since the day
when Louis de Gaspe Beaubien founded his brokerage firm in Montreal in 1902. For
close to 60 years, the company operated under the name Maison Beaubien until it
was bought out by the firm headed by Jean-Louis Levesque. Over the years,
Levesque Beaubien, as it became known, grew and thrived by establishing numerous
strategic alliances with key partners. In 1988, the brokerage firm became a
subsidiary of the National Bank, and merged a year later with Geoffrion Leclerc
Inc. to become Levesque Beaubien Geoffrion. In 1999, the National Bank acquired
First Marathon, a Toronto-based investment dealer which it subsequently
integrated with its subsidiary Levesque Beaubien Geoffrion to form National Bank
Financial, thereby presenting a unified image to customers while capitalizing on
the National Bank name. In fact, National Bank Financial, as we know it today,
is the result of various mergers involving many different brokerage firms over
the years, including such well-established names as Levesque Beaubien, Geoffrion
Leclerc, First Marathon, Putnam Lovell, J.D. Mack, Equitable Securities,
Rademaker McDougall and Company, Oswald Drinkwater and Graham, and Credit
Interprovincial.
National Bank Financial owes its current success to visionaries with the ability
to act rapidly and find innovative ways for making the most of the good times
and weathering the bad times. From its origins as the Maison Beaubien to the
present day, the history of National Bank Financial is first and foremost the
history of men and women who knew how to seize opportunities and who pooled
their talent and expertise to build a highly efficient organization that stands
out for the quality of its customer service. To all those who invest their time
and efforts every day to meet the needs of our loyal customers, we say thank
you. And our thanks go also to all our customers who have helped to make
National Bank Financial the solid, reputable institution it is today.
Financial Markets, Treasury and Investment Banking oversees all the brokerage
and financing services which the National Bank and National Bank Financial offer
corporate and institutional clients, as well as the investment and trading
operations carried out by Treasury on financial markets.
Celebrating a century of serving individuals and corporations, National Bank
Financial is one of the top six securities brokerage firms in Canada, and the
undisputed industry leader in Quebec. The company's roots go back to 1902, a
time when many of its present-day competitors did not yet exist. It grew and
developed through numerous strategic alliances with key partners, and is the
culmination of mergers between a number of investment dealers over the years,
including such well-established firms as Levesque Beaubien, Geoffrion Leclerc,
First Marathon, J.D. Mack, Capital Group, Equitable Securities, Rademaker
McDougall and Company, and Oswald Drinkwater and Graham.
On June 19, 2002, National Bank Financial took another step in its expansion
strategy, with the acquisition of American investment bank Putnam Lovell Group
Inc. The Global Financial Institutions Groups of Putnam Lovell and National Bank
Financial, as well as all the other activities of Putnam Lovell, were
consolidated and now operate under the name Putnam Lovell NBF out of offices in
New York, San Francisco, Los Angeles, Toronto and London. For the National Bank,
the creation of Putnam Lovell NBF signalled a major breakthrough on the
international scene in terms of merger and acquisition advisory services,
corporate finance, equity research, sales and trading, derivatives and currency
markets.
Although concentrated in Canada, and especially in Quebec, the National Bank
Financial network extends well beyond the Canadian border, covering all
international financial markets through its affiliates. Since the beginning of
the 20th century, National Bank Financial has been an active player on
international markets, through representatives and market-makers in Geneva,
London and, through its U.S. subsidiary, in the United States. For its
customers, the firm's association with other partners opens up exciting
possibilities on European and Asian markets. Moreover, under an agreement with
one of the leading U.S. institutional brokers, National Bank Financial has
access to first-hand information on the U.S. economy and American companies.
This extensive international network means that National Bank Financial's
investment advisors can give their clients timely information and sound advice
about both foreign and domestic markets.
National Bank Financial is an integrated firm with solid expertise in investment
counselling and brokerage services for individual investors, as well as
institutional brokerage, corporate finance and clearing, and brokerage services
for third parties. The firm has offices in every region of Canada, but what
makes it unique among major Canadian firms is the depth of its services in
Quebec. It is prominent in every important area of investing in Canada, and
active in certain specialized, rapidly growing sectors. It is represented from
coast to coast through its 94 branches and 3,147 employees, more than 800 of
whom are investment advisors. It is particularly dominant in Quebec, where it
enjoys a 30% market share. NBF services close to 275,000 individual investors
Canada-wide, on whose behalf it manages more than $35 billion in assets.
Committed to building on its tradition of excellence, NBF has made customer
service and long-term relationships the cornerstone of its business philosophy.
Page 27
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
STRUCTURE AND OPERATIONS OF THE NATIONAL BANK (cont.)
FINANCIAL MARKETS, TREASURY AND INVESTMENT BANKING (cont.)
National Bank Financial is structured around two main divisions. Its Individual
Investor Services (which forms part of Personal Banking and Wealth Management)
offers a diversified clientele a variety of financial services to help
individuals establish an integrated plan for capital growth and protection. The
four main groupings of services are customized solutions for individual
investors, delivered by teams of investment advisors; the LBG Canada Immigrant
Investor program for foreign investors interested in supporting the growth of
Canadian companies; Special Services available by referral to the customers of
independent representatives and financial planners; and finally, insurance
brokerage and estate planning services through the subsidiary NBF Financial
Services.
NBF's Institutional and Corporate Services deliver customized solutions to a
vast clientele of institutional clients and private and public corporations,
with the aim of helping them use capital markets to support their growth. These
services fall into eight main categories, coordinated by an equal number of
teams: equity, fixed income, investment banking, merchant banking, the National
Bank Correspondent Network (NBCN), new issues, market events and credit
derivatives.
Not including the personnel of Putnam Lovell, NBF has more than 70 professionals
working out of offices in Montreal, Toronto, Calgary and Vancouver to provide
investment banking services, making them one of the largest investment banking
teams in Canada. As part of its ongoing commitment to SMEs, the National Bank
has taken upon itself to facilitate access to capital markets for medium-sized
enterprises. When including the venture capital funds available from EdgeStone
Capital, a capital manager in which NBF is a stakeholder, the picture that
emerges is of an investment bank able to offer its clients a comprehensive range
of services designed to meet their diverse needs.
The credit derivative experts at NBF specialize in designing structured products
that help clients manage their risk exposure. Credit derivatives are instruments
that transfer the credit risk and return related to a given asset to another
party, without actually transferring the underlying asset. Although the global
credit derivatives market is still relatively small compared to markets for
other derivative products, it is nonetheless growing rapidly and NBF is well
positioned to reap the benefits.
Serving the entire securities industry, the NBCN team is the Canadian leader in
third-party clearing and brokerage services. More than 60 associated
organizations staffed by some 3,000 financial advisors trade through NBCN each
year, making it the leading provider of clearing and brokerage services to
Canada's financial community. The breadth of correspondent services offered by
NBCN makes it unique in Canada. For instance, it offers accounting services,
office support services and research products, all of which assist both
entrepreneurs and more established companies in building and operating their
investment sectors.
National Bank Financial's Merchant Banking Group expands and refines the
services offered to investment banking clients. NBF teamed up with EdgeStone
Capital Partners, in which it has a 20% interest, in order to meet the growing
demand for capital in Canada, while increasing the variety of investment
products available to its investor clients. EdgeStone Capital is known in
particular for the performance of the family of strategic funds it has developed
to provide financing for mid-market companies at every stage of their growth.
EdgeStone has formed an alliance with a coveted partner -- the Canada Pension
Plan Investment Board -- not only as a major investor in EdgeStone funds, but
also as a partner with a 10% stake that may eventually be increased to 17.5%.
In March 2002, the National Bank's Corporate Banking division was combined with
the merchant banking business of NBF to create a new group reporting to NBF.
These two important operating segments were merged in response to client demand
for a high degree of integration between bank credit and corporate finance
services.
The Corporate Finance team at National Bank Financial had something to celebrate
in February 2002 when it obtained a prestigious multi-million dollar mandate
from Hydro One, the Ontario government corporation that was preparing to make
the largest initial public offering in the history of Canadian financial
markets. NBF became the electricity transmission and distribution company's
special advisor for its privatization and stock market listing project, with the
specific mandate of helping Hydro One's officers to evaluate and negotiate all
the terms and conditions of the transaction. NBF was chosen over a number of its
competitors because of the quality, expertise and experience of its team. Being
chosen for a mandate such as this shows just how much progress NBF has made in
two years, when the integration of Levesque Beaubien Geoffrion with First
Marathon consolidated the company's Canada-wide reputation.
Page 28
In the same vein, NBF completed its largest merger transaction to date in 2002
as financial advisor to Franco-Nevada Mining. Following the merger,
Franco-Nevada, Normandy and Newmont created the world's biggest gold producer,
ahead of AngloGold. This transaction, which was exceptional in many respects,
generated the highest fee income that NBF has ever received for its mergers and
acquisitions practice. With the depth of NBF's consulting work in recent years
and the experience it has acquired, it can expect increasingly important
mandates in the years ahead. NBF has scored two home runs with these two
mandates, confirming yet again that it is a major-league player in corporate
finance and mergers and acquisitions.
National Bank Financial has one of the best equity research teams in Canada in
its line-up, with some 30 financial analysts and economists -- and as many
assistants -- based in Montreal, Toronto, Winnipeg, Calgary and Vancouver. Each
year, NBF's research department is ranked among the best in the country.
Industry surveys by independent firms consistently name it No. 1 in Canada for
the quality of its work. In addition, many of NBF's analysts are considered
stars in their field, ranking among the top three in their respective sectors,
which are as diverse as auto parts, biotechnology and pharmaceuticals, consumer
products, industrial products, distribution, precious metals, printing,
broadcasting and publishing, pipelines and energy, telecommunications and cable
utilities.
In 2002, NBF came in first for quality of financial research in a Brendan Wood
survey, tying for the honour with Scotia Capital. The survey of 350
institutional portfolio managers consisted of evaluating the work of 544
analysts at 34 brokerage houses. NBF was ranked first for the quality of its
investment ideas, the level of contact with institutional investors and the
quality of its research reports. Ten of the industrial sectors covered by NBF
are led by the star analysts who placed among the top three for their category.
In spring 2002, management of the National Bank decided to group the Bank's
economists together with the economists at NBF in a single unit to be headed up
by Clement Gignac, Portfolio Strategist and Chief Economist at NBF and economics
spokesman for the entire National Bank Financial Group. Combining NBF's
economists, widely acknowledged for their expertise with respect to
institutional investors, with the Bank's economists, characterized by a banking
approach focused on savings and credit, produced a broader vision of the markets
in which a diversified financial group like National is active. Both banking and
brokerage customers will receive better service and greater expertise, and both
groups of economists will have an opportunity to acquire and share new
competencies.
The National Bank's Treasury is responsible for operations on financial markets,
which comprise the Bank's own management operations, as well as hedging
operations on behalf of clients. Management operations include liquidity and
securities management, asset and liability matching, and hedging for certain
financial instruments. Hedging operations enable clients to protect themselves
against exchange or interest rate fluctuations, as well as other changes that
may occur on financial markets.
The Bank's strategic management focuses not only on its product offerings, but
also on its balance sheet and operating expenses. The Bank manages its balance
sheet according to economic conditions and its own capital requirements. Methods
such as securitization and loan syndication help to ensure that the Bank
continues to grow and satisfy its clients, while minimizing risk and reducing
required capital. In this way, the Bank's growth is managed in the best
interests of its customers, its employees and its shareholders.
Page 29
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
COMMUNITY INVOLVEMENT
Investing in socially responsible companies has been a growing trend in the past
10 years. The National Bank, however, did not need ethical investing to become
fashionable before earning a reputation for outstanding involvement in the
community. For as many years as it has been in existence, the Bank and its
personnel have always been a source of support for humanitarian causes.
The Bank's corporate donations amounted to almost $4 million in 2002, and were
made to several hundred organizations throughout the country. The five main
sectors that benefited from this money were community development, health care,
amateur sport, culture and youth.
In all the regions where we are represented, we are involved with associations
and organizations devoted to local community development or serving the most
needy among us. Each year, our employees across Canada take part in the United
Way/Centraide fund-raising campaign for community- based organizations. Indeed,
in 2001-2002, employees, officers and retirees together raised more than
$540,000. Combined with the Bank's own donation of $540,000, United
Way/Centraide received in excess of $1 million, making the National Bank one of
the organization's most generous donors. Fund-raising is also done on a regular
basis through the branch network for various community-based organizations such
as the Fondation Mira for the training of seeing-eye dogs, to name one example.
In the area of health care, the Bank gives financial support to a number of
hospital foundations and well-known research organizations, such as the
Foundation for Research into Children's Diseases.
As part of its program for supporting athletes and amateur sport, the Bank has
presented bursaries totalling $350,000 to 260 young athletes who may one day
represent Canada at the Olympic Games.
With respect to its support for cultural activities, the Bank is equally
supportive of the performing arts (theatre, music, opera, song, dance) and the
visual arts (painting, photography, sculpture). Each year, it encourages young
artists by buying and displaying some 100 of their works, with the result that
the Bank's corporate collection now contains more than 5,000 works of art.
Finally, in all the Bank's branches across Canada, employees do their utmost to
support the young people of their towns and neighbourhoods. Many of them, for
instance, are involved in the Junior Achievement's Company and Project Business
programs. The aim of these programs, which are geared specifically to high
school students, is to foster entrepreneurship among young people through
hands-on experience. Through these programs, employees share their experience
and knowledge of the business world with the young people who will eventually
take their place.
Page 30
ECONOMIC ENVIRONMENT
ECONOMIC CONDITIONS IN 2002
The Canadian economy weathered the U.S. recession of 2001 without suffering too
much damage. Canada fared better than its neighbour to the south essentially
because it was less severely affected by the difficulties experienced in the
information technology sector as this sector is not as important to its domestic
economy. In addition, Canada is a net exporter of energy and therefore, unlike
the United States, was able to benefit from oil and gas prices which rose
sharply in 2000 and remained high throughout much of 2001 and 2002. Lastly, an
accommodating monetary policy led to a depreciation in the Canadian dollar as
well as lower interest rates.
Right from the start of 2002, Canada's employment numbers set an optimistic
note. The labour market's strong showing coupled with low interest rates fuelled
consumer confidence. Moreover, after a decade of stagnation in the standard of
living, the prospects of lower taxes as a result of improved public finances
undoubtedly contributed to the climate of confidence, as evidenced by the
expression of pent-up demand for new homes and cars. In Quebec, residential
housing starts climbed to almost 40,000 units in 2002, a level not seen in eight
years.
In the United States, however, the recovery of 2002 turned out to be a sluggish
and bumpy process reminiscent of the rally in the early 1990s when employment
was very slow to pick up. Over the past year, caution reigned supreme in
corporate America as companies looked for ways to clear inventories. Faced with
pressure on prices, companies relied on gains in productivity to boost
profitability, hence the curb on hiring. Exports were also hurt by the slowdown
in the economic growth of overseas economies.
Despite these economic woes, U.S. consumers managed to sustain the recovery,
thanks to an already very low unemployment rate and the tax cuts introduced at
the beginning of the year.
Moreover, unlike previous recessions, real wages continued to climb and many
households took advantage of low interest rates to renegotiate their mortgages,
reduce their monthly payments and even take out new loans.
Financial markets, however, behaved unusually. While the general consensus was
that a recovery was under way, the stock markets continued to decline for most
of 2002. The Canadian dollar, which had started the year on a strong footing,
fell victim to the turmoil as distraught investors fled to the safety of U.S.
Treasury bonds.
It is important to note that a number of specific events contributed to this
market uncertainty, most notably, the meltdown in technology stocks, perceived
accounting scandals, the geo-political situation in the Middle East and the
precarious state of several economies in Latin America.
OUTLOOK
This market turbulence presents a definite risk for the Canadian economy.
However, if the recovery in the United States firms up as expected, Canada's
economic growth will once again outpace that of all other industrialized
countries, as net exports increase and capital spending is stimulated by the
country's relatively high capacity utilization rate as well as the need to
remain competitive. This renewed confidence will encourage companies to rebuild
their inventories, especially in the United States.
Quebec's economy is well positioned to benefit from these developments. Growth
in the province will probably exceed the national average in 2002 and will at
least match it in 2003.
The wild card, of course, is that the Bank of Canada could decide to raise
interest rates gradually in 2003. However, because its monetary policy was
extremely accommodating in 2002, it would be unfair to describe such an action
as hitting the brakes; rather, it would be more accurate to say that the Bank of
Canada may ease off the gas.
Page 31
NATIONAL BANK OF CANADA 2001-2002
NATIONAL BANK FINANCIAL NETWORK
IMPLICATIONS FOR THE BANK
The slow pace of the recovery combined with financial market uncertainty
prompted companies to pare down both their inventories and investments. This in
turn reduced their financing needs, especially as many obtained financing by way
of public issues. Despite this environment, the National Bank was able to hold
its own as it maintained loan volumes to companies in its core market, thereby
increasing its market share. National Bank's residential mortgage loans recorded
higher volumes for the year.
In the second and third quarters of fiscal 2002, many investors became
discouraged and liquidated their holdings in equity mutual funds. National Bank
Securities was not hit as hard as the rest of the industry, as customers
reinvested most of their redeemed investments in the bond fund offered by this
Bank subsidiary. In fact, National Bank Securities was one of the only fund
managers to record higher sales than withdrawals throughout most of the year.
In 2003, economic conditions should favour robust growth in both savings and
credit. The Bank will benefit from this scenario because its commercial loans
stand to increase as companies restock their inventories and dust off investment
projects that had been temporarily shelved. On the savings front, individual
investors may well continue to shun mutual funds that include equities. To
counter this aversion to risk, the Bank is offering variable-return guaranteed
investment certificates (based on the return of different financial instruments)
where the capital is fully guaranteed.
We expect a marked improvement in revenues from capital markets in 2003, as both
wholesale and retail brokerage activities pick up steam.
Page 32
MANAGEMENT'S DISCUSSION AND ANALYSIS
Page 33
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
Management's discussion and analysis provides complementary information to the
consolidated financial statements, which were prepared in accordance with
Canadian generally accepted accounting principles and the guidance of the
Superintendent of Financial Institutions Canada. It also presents additional
data with respect to the Bank's performance during the fiscal year ended October
31, 2002, compared with its past achievements and future objectives. This
financial review and the information it contains are the responsibility of the
management of the Bank. It has been examined and approved by the Audit and Risk
Management Committee of the Board of Directors.
In analyzing its 2002 results and evaluating the Bank's future prospects,
management formulates forward-looking statements that necessarily involve
uncertainties. Among the many factors that can affect projections are economic
conditions and financial market developments (stock prices, interest rates,
exchange rates, etc.) in Canada and abroad, as well as changes in customer
demand, regulations and the competitive environment. Management cautions readers
not to place undue reliance on statements which, even with the use of the best
risk management techniques, deal with a future that is inherently uncertain.
A GOOD YEAR
National Bank of Canada is the largest banking institution in Quebec and the
sixth largest in Canada. In its core market of Quebec, the Bank offers its
customers a comprehensive line of banking products and related financial
services. It also accompanies its customers into foreign markets, where it is a
niche player in its areas of expertise. By responding to its customers' needs
and ensuring its financial soundness, the Bank's goal is to deliver as much
value as possible to its shareholders.
The Bank accomplished a great deal in 2002, including some important strategic
acquisitions. Among these was that of Altamira, a manager and distributor of
mutual funds. Not only did this acquisition strengthen the Bank's position in a
strategic niche but the new subsidiary, 85% of whose business is outside Quebec,
will also considerably expand the Bank's distribution network. It is the
centrepiece for the development of wealth management activities beyond the
Quebec market. Other acquisitions during the year included that of Putnam Lovell
Group, a U.S. investment bank, and of Gestion de placements Valorem inc., a
Quebec City-based firm specialized in managing Canadian bond and equity
portfolios.
In the first quarter of the year, the Bank finalized the sale of its U.S.
asset-based lending operations with loans valued at CDN $3.1 billion. On January
15, 2002, $2.5 billion passed into the buyer's control, with the remaining $600
million covered by an 18-month servicing agreement. As at October 31, 2002, the
balance of this portfolio was $313 million. The sale generated a pre-tax gain of
$141 million, net of transaction-related expenses and provisions taken for the
loans which will be serviced by the Bank during the 18-month period. The gain
amounted to $79 million after income taxes. Taking into account the recovery of
the $65 million general allowance for credit losses ($41 million after taxes)
that was allocated to the portfolio sold, as well as the results of
portfolio-related transactions during the year, the net after-tax contribution
of discontinued operations was $111 million in 2002. The impact of these
discontinued operations appears under "Discontinued operations" in the financial
statements and the tables referred to in this report.
Turbulent financial markets and uncertain economic conditions characterized
2002. The effect of this environment could be seen in the prices of technology
stocks, which continued their downward trend. In fact, business in general
experienced a slower year. It was in this context that the Bank carried out two
important transactions: it revalued its investment in COGNICASE and reassessed
its portfolio of impaired loans.
In the third quarter of fiscal 2000, the Bank sold its information technology
subsidiary SIBN to COGNICASE, in exchange for shares of COGNICASE. In the third
quarter of 2002, the Bank revalued this investment and decided to record an
impairment charge of $112 million after taxes. The value assigned to the
investment reflects a conservative assessment of prevailing conditions in the
technology sector. This adjustment in no way affects business relations with
COGNICASE, which remains a preferred supplier of information technology services
to the Bank and its subsidiaries.
Strengthening its balance sheet was another of the Bank's major accomplishments
in 2002. In the first quarter, after reassessing the realizable value of its
impaired loans in light of current economic conditions and its goal of
accelerating the disposal of this portfolio, the Bank decided to take an
additional $185 million specific provision for credit losses. Further to this
prudent move, the total allowance for impaired loans (including the general
allowance for credit risk) exceeded gross impaired loans outstanding, with the
result that impaired loans are now more than 100% provisioned.
Economic conditions also had an impact on the objectives the Bank had set itself
as regards growth in earnings per share and ROE. If we examine adjusted income
rather than reported income (see Table 1b "Reconciliation of Reported Income to
Adjusted Income" on page 55), earnings per share remained fairly stable at $2.86
(versus $2.87 in 2001), and ROE, at 14.7%, was just short of the target range.
The efficiency ratio, for its part, moved closer to the objective.
Page 34
OBJECTIVES AND RESULTS IN 2002
Objectives Results
---------- -------
GROWTH IN EARNINGS PER SHARE
Reported* 4%-6% -3%
Adjusted** Stable
ROE
Reported* 15%-17% 14.3%
Adjusted** 14.7%
EFFICIENCY RATIO -- ADJUSTED** 61% in 2003 62.4%
TIER 1 CAPITAL RATIO 7.75%-8.75% 9.6%
=========== ======
* Results excluding the impairment charge on an investment.
** See reconciliation of reported income to adjusted income in Table 1b (page
55).
Adjusted income excludes items that, in the opinion of management, should not be
taken into account in the analysis of the Bank's performance. Adjusted income is
not defined according to Canadian generally accepted accounting principles and
is not necessarily comparable to similar data used by another company. Table 1b
on page 55 provides a detailed reconciliation of reported income to adjusted
income; a summary table is included at the beginning of the section "Overview of
Results and the Balance Sheet" on page 36.
Considering the fragile state of the economy, the Bank turned in a relatively
good performance compared to most of its banking industry competitors. The gap
between its share price and that of the other major Canadian banks narrowed, and
the Bank's shareholders enjoyed a higher total return than the shareholders of
its competitors.
Moreover, the Bank exceeded its objectives for financial soundness, as evidenced
by its Tier 1 capital ratio of 9.6%, as against an objective of 7.75%-8.75%.
The Bank expects economic conditions to improve gradually in fiscal 2003,
although the economy will continue to perform below its potential. It will be a
year of transition that will bring the Bank closer to the medium-term objectives
it is likely to reach in 2004.
FUTURE OBJECTIVES
2003 Medium term
---- -----------
GROWTH IN EARNINGS PER SHARE 5%-10% Over 8%
ROE 14%-16% 15%-17%
TIER 1 CAPITAL RATIO 8.75%-9.50% 8.25%-9.00%
DIVIDEND PAYOUT RATIO 30%-40%
The sale of non-strategic operations and the addition of targeted acquisitions
has greatly altered the relative size of the Bank's business segments during the
past two years. Starting in fiscal 2003, the Bank will therefore present its
segmented results in terms of the following three lines of business: Personal
and Commercial Banking, Wealth Management, and Financial Markets, Treasury and
Investment Banking.
Improving the efficiency ratio remains a priority. Based on the new demarcation
of its business segments, the Bank will break down the objective for this ratio
in order to take into account the specific characteristics of each line of
business.
Page 35
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW OF RESULTS AND THE BALANCE SHEET
SOLID RESULTS Table 1a on page 54 presents an overview of results for 2002. As
can be seen, net income went from $562.7 to $429.4 million. Income before
goodwill charges per share was $2.18 versus $2.88 in 2001.
Income adjusted for one-time events in 2002 was $555 million or $2.86 per share,
compared to $580 million or $2.87 per share for income similarly adjusted in
2001. The 4.3% decline in adjusted income was chiefly attributable to the
increase in the provision for credit losses. Adjusted earnings per share
remained fairly stable at $2.86. This item did not decline to the same extent as
adjusted income because of the common share repurchase program.
RECONCILIATION OF REPORTED INCOME TO ADJUSTED INCOME
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
REPORTED INCOME BEFORE GOODWILL CHARGES 429 582
Adjustments, after income taxes:
Gain on sale of operations - (47)
Decline in value of investments 113 -
Write-off of tangible assets 6 -
Revision of estimated allowance 118 -
Discontinued operations (111) 45
----- -----
ADJUSTED INCOME 555 580
----- -----
EARNINGS PER SHARE BEFORE GOODWILL CHARGES:
Reported $2.18 $2.88
Net of adjustments $2.86 $2.87
RETURN ON COMMON SHAREHOLDERS' EQUITY:
Reported 11.3% 16.0%
Net of adjustments 14.7% 15.9%
===== =====
The above table presents the main points of comparison between reported income
and adjusted income. A more detailed picture is given in Table 1b (page 55).
In 2001, the Bank sold its merchant payment solutions, thereby generating a gain
of $76 million, or $47 million after taxes. Income for 2001 was adjusted
downward for this non-recurring item.
In 2002, the first adjustment to net income was for the reduction in the value
of investments. As mentioned earlier, the Bank revised the value of its
investment in an IT services company and consequently recorded a $112 million
impairment charge after taxes. Moreover, in the fourth quarter, the Bank
recorded an impairment charge of just over $1 million ($2 million before taxes)
relative to initial investments in mutual funds held by the Bank.
The second adjustment to 2002 income was for the write-off of deferred expenses
and fixed assets related to e-commerce activities.
The third adjustment involved a revision of the realizable value of impaired
loans and the taking of an additional $185 million provision to cover the new
estimated amount. This one-time provision cost the Bank $118 million after
taxes.
The fourth adjustment also affected income for 2001 in that discontinued
operations recorded a $45 million loss in 2001, while the sale of these
operations in 2002 generated a one-time gain of $111 million.
Because of lower income on the one hand, and growth in average common
shareholders' equity on the other, adjusted ROE went from 15.9% in 2001 to 14.7%
in 2002.
Page 36
INCREASED FINANCIAL SOUNDNESS The improvement in the Bank's financial soundness
was evident at year-end 2002, with net impaired loans falling from $591 million
to $246 million. Moreover, the Bank had a $405 million general allowance for
credit risk as at October 31, 2002 (2001: $500 million). The capital ratios --
particularly the Tier 1 capital ratio -- are indicators of a bank's financial
health. The Tier 1 capital ratio represents the risk-weighted proportion of the
balance sheet funded by capital provided by shareholders and holders of
subordinated debt. The Tier 1 capital ratio remained high at 9.6%, or the same
level as in 2001. By way of comparison, the Tier 1 capital ratio was 7.7% five
years earlier.
SHAREHOLDER VALUE ADDED Year after year, the Bank creates value for its
shareholders, as the table below shows. Shareholder value added is calculated by
deducting the cost of capital from operating income before goodwill charges. The
cost of capital, estimated at 13%, is the minimum compensation required by the
Bank's common shareholders in light of returns available elsewhere on capital
markets. Further to the adjustments mentioned earlier, shareholder value added
in 2002 was $62 million, exceeding what shareholders could have expected from
investments having an equal degree of risk.
SHAREHOLDER VALUE ADDED
Year ended October 31
(millions of dollars)
Adjusted
-----------------------------------------------------
2002 2001 2002 2001 2000 1999 1998
---- ---- ---- ---- ---- ---- ----
Available income 534 545 408 547 500 401 362
Average common equity used 3,628 3,430 3,628 3,430 3,144 2,599 2,499
Cost of capital (13%) 472 446 472 446 409 338 325
Shareholder value added 62 99 (64) 101 91 63 37
===== ===== ===== ===== ===== ===== =====
The Bank calculates shareholder value added in each of its lines of business in
order to determine the most profitable use of capital for its shareholders.
REVENUES AND EXPENSES
INCREASE IN NET INTEREST INCOME For fiscal 2002, net interest income on a
taxable equivalent basis was $1,473.3 million, up 6.1% over 2001. As shown in
Table 2 (page 56), the average volume of assets remained stable while the total
interest margin widened from 2.01% to 2.13%.
NET INTEREST INCOME, 1998-2002
[GRAPH]
The Treasury sector's asset/liability management operations were mainly
responsible for the improvement in net interest income. In addition, lower
interest rates significantly narrowed the interest margin on transaction
deposits. This downward pressure on net interest income was offset by strong
growth of $1.2 billion or 5% in the average volume of personal and small
business deposits and by wider interest margins because of lower financing costs
on credit card advances and other loans to individuals and small businesses. The
growth in securitization operations compressed net interest income, but this
phenomenon was offset by an increase in securitization revenues recorded under
"Other income".
Page 37
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
OTHER INCOME MARKS TIME Other income decreased by $217 million, two-thirds of
which was due to the $139 million write-down of investments recorded under
"Trading activities and gains on investment account securities" (see Table 3 on
page 57). Had it not been for this one-time charge, as well as the non-recurring
gain on the sale of merchant payment solutions in 2001 (increasing the "Other"
item), other income would have been fairly stable in 2002 at $1,780 million,
compared to $1,782 million in 2001.
Many of the components of other income showed an increase. The $46 million or
9.3% growth in capital market fees was attributable to the Putnam Lovell
acquisition and institutional operations at National Bank Financial. The strong
rise in trust services and mutual funds ($15 million or 15.6%) came from
Altamira revenues. There was also very solid growth in securitization revenues,
which offset the reduction in net interest income and reflected the Bank's
determination to diversify its funding sources. If the $76 million gain from the
sale of merchant payment solutions is excluded from "Other" in 2001, this item
grew by $37 million, a large part of which was attributable to insurance
revenues.
However, these advances were cancelled out by a drop in trading revenues, a
slowdown in brokerage activities with individuals and the absence of fees from
the merchant payment solutions activity that was sold. This last factor accounts
for part of the $33 million reduction in card service revenues.
PRUDENCE IN THE PROVISION FOR CREDIT LOSSES Table 4 (page 58) describes the
changes in the provision for credit losses as well as the composition of the
allowances. The annual provision is added to the existing allowances, which are
either specific or general. The specific allowance for impaired loans covers
individually identifiable losses on impaired loans for which the write-down can
be estimated from the loan's realizable value. The general allowance for credit
risk is composed of two parts, an "allocated" portion and an "unallocated"
portion. The allocated general allowance is based on a statistical analysis of
the risk of loss in various portfolios. The unallocated general allowance is in
addition to other allowances and reflects the opinion of Bank management as to
possible losses not adequately captured elsewhere. Note 1 to the financial
statements explains these concepts in greater detail.
The provision for credit losses before discontinued operations rose from $205 to
$490 million, essentially because of the revised estimate for the allowance and
the loss on a loan in the telecommunications sector.
The Bank's reassessment of its portfolio of impaired loans based on economic
conditions and its goal of accelerating the disposal of this portfolio prompted
it to take a $185 million specific provision in the first quarter of 2002.
Moreover, in the second and fourth quarters, the Bank provisioned an amount of
$120 million for credit losses related to the telecommunications company
Teleglobe after its parent corporation withdrew financial support.
The increase in the provision for loans to individuals and small businesses and
for commercial sector loans accounted for most of the $185 million provision
mentioned in the previous paragraph, and includes the overall rise in the
provision for domestic private risks as well. The increase in the provision for
the domestic corporate banking sector was attributable to economic conditions.
The $129 million provision for international private risks included the $120
million loss in the telecommunications sector as the impaired loans in question
were granted to an American subsidiary of a telecommunications company.
In 2002, the general allowance for credit risk was reduced by $95 million, of
which $65 million was attributable to discontinued operations following the sale
of U.S. asset-based lending operations. The remaining $30 million was determined
using the general allowance calculation method which the Bank adopted in 2001.
When the provision for international private risks ($126 million) is combined
with the provision for domestic private risks ($394 million), and the $30
million reduction in the general allowance is then deducted, it results in a
total provision of $490 million charged to 2002 income (before discontinued
operations).
Further to the increase, the provision as a percentage of net average loans and
acceptances outstanding rose substantially from 0.75% to 1.14%.
Given write-offs of $673 million and recoveries of $49 million, the allowance
for credit losses at year-end totalled $666 million, a year-over-year decrease
of $230 million, basically attributable to faster write-offs of gross impaired
loans.
The item "Transfer of allowance for assets held for disposal" is made up of the
$65 million in reversals from the general allowance for discontinued operations,
together with specific allowances relating to these operations before the
transfer.
Page 38
OPERATING EXPENSES UNDER CONTROL Operating expenses rose by $51 million or 2.6%
during the year. If the write-off of deferred expenses and fixed assets
(included in the item "Occupancy costs, computers and equipment, including
amortization") is excluded, the increase would be only $42 million. It can be
attributed to the operating expenses of newly acquired subsidiaries Putnam
Lovell ($38 million) and Altamira ($10 million).
More specifically, salaries and staff benefits were $1,147 million in 2002, up
$83 million or 8% over 2001. More than 15% of this increase can be traced to
salary expenses at these new subsidiaries, and close to one-quarter relates to
variable remuneration at National Bank Financial and in the Treasury sector. The
remainder is attributable to salary increases for Bank employees and the higher
cost of staff benefits.
The substantial decline under "Operating expenses -- other" can be explained,
among other things, by the Bank billing back to the purchaser of the merchant
payment solutions for its services.
The efficiency ratio (operating expenses to total revenues) was pushed up both
by the write-off and by the reduction in total revenues following the
revaluation of investments. The one-time gain on the sale of merchant payment
solutions had the opposite effect in 2001. If these factors are excluded, the
efficiency ratio was 62.4% as against 62.7% for the previous year.
The Bank will continue to control its operating expenses and improve its
efficiency ratio. One of the ways in which it is improving its operating
efficiency is through its partnership with IBM Canada to manage the operations
of its information technology infrastructure, including banking systems, the Web
environment and call centres. This partnership was renewed in 2002, with the
signing of a new contract that will represent some $1.1 billion by 2011, and
will enable the Bank to stay at the leading edge of electronic technology while
keeping its expenses in check.
RESULTS BY LINE OF BUSINESS
This section describes the 2002 results for each of the Bank's three business
segments: Personal Banking and Wealth Management, Commercial Banking, and
Financial Markets, Treasury and Investment Banking. Since the breakdown by
business segment is used for long-term strategic planning and evaluation, it is
important to assess credit losses independently of specific incidents and events
related to economic conditions. To do so, a statistical model was developed to
calculate expected losses for each segment. Expected losses are the probable
amount of losses during a given period based on the overall economic cycle.
These expected losses, rather than the actual losses recognized during the year,
are presented in the tables for the three major segments; the difference appears
under the "Other" item of the segmented results. Expected losses for the year
were well below the provisions actually recorded since they are calculated over
an economic cycle, and fiscal 2002 was the bottom of the cycle.
RESULTS BY BUSINESS SEGMENT
PERSONAL BANKING AND WEALTH MANAGEMENT
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income 1,001 977
Other income 933 934
----- -----
TOTAL REVENUES 1,934 1,911
Operating expenses 1,452 1,420
----- -----
CONTRIBUTION 482 491
Provision for credit losses 97 98
----- -----
INCOME BEFORE INCOME TAXES 385 393
Income taxes 139 149
Non-controlling interest - -
----- -----
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 246 244
Discontinued operations - -
----- -----
INCOME BEFORE GOODWILL CHARGES 246 244
Goodwill charges - -
----- -----
NET INCOME 246 244
===== =====
ROE 23.2% 24.0%
SHAREHOLDER VALUE ADDED 101 106
Page 39
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
PERSONAL BANKING AND WEALTH MANAGEMENT: CONTRASTING RESULTS In spite of the
uncertain economic conditions, the Personal Banking and Wealth Management
segment maintained its performance. With the slight increase in total revenues
(which amounted to $1,934 million) and expenses, the stable provision for credit
losses and the reduction in income taxes, net income held steady at $246 million
(2001: $244 million). If the fourth quarter adjustments are excluded (write-off
of deferred expenses and fixed assets, and write-down of mutual funds), net
income would have been $253 million, for an increase of 3.7%.
The 10% growth in Personal Banking income (excluding the write-off of certain
assets) was partially offset by the weaker performance of the Wealth Management
subsegment, chiefly because of a decline in brokerage revenues.
Average assets as well as loans and acceptances in Personal Banking and Wealth
Management rose by 1.8% and 1.5% respectively, while the net interest margin
improved slightly to 3.58% (2001: 3.56%). Deposits advanced strongly, posting
5.8% growth.
This line of business maintained an excellent ROE of 23.2%, compared to 24.0% in
2001. Shareholder value added amounted to $101 million, as against $106 million
the previous year.
PERSONAL BANKING SUBSEGMENT The Personal Banking subsegment maintained its 71%
share of the segment's total revenues, and increased its share of net income to
81%. It has a very good year overall, with net income up 7.0% or $13 million,
and ROE of 23.5%, or 0.6 points higher than in 2001. Vigorous growth in net
interest income accounted for the rise in income.
RESULTS BY BUSINESS SEGMENT
PERSONAL BANKING
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income 915 888
Other income 466 465
----- -----
TOTAL REVENUES 1,381 1,353
Operating expenses 975 956
----- -----
CONTRIBUTION 406 397
Provision for credit losses 94 96
----- -----
INCOME BEFORE INCOME TAXES 312 301
Income taxes 113 115
Non-controlling interest - -
----- -----
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 199 186
Discontinued operations - -
----- -----
INCOME BEFORE GOODWILL CHARGES 199 186
Goodwill charges - -
----- -----
NET INCOME 199 186
----- -----
ROE 23.5% 22.9%
SHAREHOLDER VALUE ADDED 83 77
===== =====
Net interest income was up $27 million or 3.0%, chiefly on account of the higher
average volume of personal deposits and the wider interest margin on credit card
advances. In contrast, the effect of lower interest rates on the interest margin
for transaction deposits compressed net interest income.
Personal savings rose sharply, mainly in such secure instruments as savings
accounts and guaranteed investment certificates (GICs), a development that can
be attributed to investors' fear of financial market uncertainty. In response to
this new demand, the Bank focused more on savings than on credit, transforming
its branches into resource centres to which its customers can turn for savings
related advice and services, and where they can talk to advisors face-to-face.
That is why the Bank extended business hours for advisory services in its
branches. Its goal is to become a better retailer of banking services by
proactively seeing to all of its customers' needs and directing them to the
appropriate resources. This new challenge means that the Bank has to provide
better training for its personnel and minimize turnover.
On the credit side, borrowers moved away from long-term loans toward short-term
loans and personal lines of credit. This phenomenon led the Bank to revise its
product offering and helped to improve the net interest margin in this segment.
Other income, at $466 million, remained virtually unchanged from a year earlier.
The decline in card service revenues following the sale of merchant payment
solutions was offset by an increase in insurance revenues and an adjustment in
pricing to reflect costs in the banking network.
Page 40
Insurance is an important part of the Bank's objective to diversify revenue
sources. The general insurance segment reached its objectives and is on target
for achieving profitability in 2003. One of our growth strategies is to become a
niche player in low-risk products.
Operating expenses were kept under control in Personal Banking. Their growth
levelled off at 2.0%, with the result that the efficiency ratio was almost
unchanged at 70.6%. Nearly half of the increase in operating expenses was
attributable to the write-off of deferred expenses and fixed assets related to
e-commerce activities. Moreover, the increase in compensation was mitigated by
the sale of merchant payment solutions.
As a result of borrowers' migration toward lower-risk products (lines of credit
rather than consumer loans, for instance) and a slight improvement in customers'
risk profile, expected credit losses dropped from $96 to $94 million.
One of the important events of the year was the inauguration of the Bank's new
website. The Bank also became the first financial institution in Quebec to offer
its customers person-to-person transfers via the Internet. In addition, it
signed a partnership agreement with the U.S. bank Wells Fargo under which each
bank will refer to the other customers wishing to have a Canadian or U.S.
currency credit card, as applicable. Not only does this agreement enable the
Bank to deliver better service to its customers, but it also allows it to
further expand its customer base.
WEALTH MANAGEMENT SUBSEGMENT Net income in the Wealth Management subsegment was
$47 million, down $11 million, mainly because of the significant slowdown in
retail brokerage activities as investors shunned the stock market. ROE was
21.8%, compared to 28.3% a year earlier, and shareholder value added slipped as
well.
RESULTS BY BUSINESS SEGMENT
WEALTH MANAGEMENT
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income 86 89
Other income 467 470
---- ----
TOTAL REVENUES 553 559
Operating expenses 477 465
---- ----
CONTRIBUTION 76 94
Provision for credit losses 3 2
---- ----
INCOME BEFORE INCOME TAXES 73 92
Income taxes 26 34
Non-controlling interest - -
---- ----
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 47 58
Discontinued operations - -
---- ----
INCOME BEFORE GOODWILL CHARGES 47 58
Goodwill charges - -
---- ----
NET INCOME 47 58
---- ----
ROE 21.8% 28.3%
SHAREHOLDER VALUE ADDED 18 29
==== ====
The reduction in retail brokerage revenues was partially offset by National Bank
Securities mutual funds, trust revenues and revenues from Altamira. The Altamira
acquisition also accounted for most of the $12 million increase in operating
expenses.
A number of initiatives supported mutual fund sales. The acquisition of Altamira
raised mutual fund outstandings managed or administered by the Bank by $4,280
million. The Bank developed the Multifund guaranteed investment certificate, the
return on which is tied to the performance of a basket of nine mutual funds
managed by four major financial institutions (including the National Bank).
National Bank Securities launched its new True North Fund, a clone of the
Fidelity Investments fund of the same name that is notable for its performance
over the past five years. Outstanding volumes for mutual funds offered by the
Bank almost doubled during the year, going from $4.8 billion to $9.4 billion.
Private investment management is a National Bank Trust product distributed by
the Bank's wealth management network. It is the main wealth management product
offered by the Trust to its high net worth customers, who are more inclined to
entrust the management of their portfolio to experts. The value of sales of this
product increased 70% during the year. National Bank Trust invested $2 million
to upgrade its IT systems for private investment management.
During the year, National Bank Trust also signed an agreement with Industrial
Alliance Trust Company to administer its group pension plans.
Page 41
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
National Bank Discount Brokerage now offers its customers the option of trading
fixed-income securities such as bonds, GICs, Treasury bills and debentures via
the Internet. These instruments are very much in demand because they are less
risky and less sensitive to market fluctuations. According to a study by the
research firm Dalbar, National Bank Discount Brokerage tied for first place with
two other brokerage firms for the quality of customer service.
COMMERCIAL BANKING: A STABLE SEGMENT Net income posted by Commercial Banking
remained stable at $119 million in 2002, with the drop in its revenues offset by
the reduction in credit losses. ROE increased to 11.2%, while shareholder value
added rose to -$18 million.
RESULTS BY BUSINESS SEGMENT
COMMERCIAL BANKING
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income 279 288
Other income 146 144
---- ---
TOTAL REVENUES 425 432
Operating expenses 153 152
---- ---
CONTRIBUTION 272 280
Provision for credit losses 83 88
---- ---
INCOME BEFORE INCOME TAXES 189 192
Income taxes 70 73
Non-controlling interest - -
---- ---
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 119 119
Discontinued operations - -
---- ---
INCOME BEFORE GOODWILL CHARGES 119 119
Goodwill charges - -
---- ---
NET INCOME 119 119
---- ---
ROE 11.2% 9.6%
SHAREHOLDER VALUE ADDED (18) (34)
==== ===
Total revenues for Commercial Banking were down $7 million because of the 3.1%
drop in net interest income. This development was attributable to the $400
million decline in commercial loans outstanding, which was only partially
absorbed by a slight improvement in the net interest margin. Outstandings were
down because most companies were reluctant to increase their short-term debt
given the economic environment.
Operating expenses in the Commercial Banking segment were stable, resulting in a
slight increase in the efficiency ratio. The provision for credit losses
decreased by $5 million, reflecting lower volumes and improved credit quality.
Among the Commercial Banking segment's innovations in 2002 was the signing of a
service agreement under which members of the Quebec CMA Order can benefit from a
financial package designed especially for professional associations and orders.
In addition, National Bank eCommerce (formerly ClicCommerce) began offering a
full range of e-commerce solutions for business, in cooperation with a number of
partners.
During the year, the Bank began to bring together all the services it offers
under the "Inc." trademark in a single division. By placing very small
businesses, small and medium-sized enterprises (SMEs), public-sector
organizations and agricultural enterprises under a single structure, these
client groups will all have access to the same banking and financial services.
This integration process is expected to be finalized in 2003.
Page 42
FINANCIAL MARKETS, TREASURY AND INVESTMENT BANKING: STRONG GROWTH In 2002,
Financial Markets, Treasury and Investment Banking once again recorded strong
growth in income before goodwill charges, which rose from $204 to $250 million,
for an increase of 22.5%. The segment's contribution to the Bank's consolidated
net income represented 58%. Its ROE was 24.4%, compared to 19.0% in 2001, and
shareholder value added rose to $113 million.
RESULTS BY BUSINESS SEGMENT
FINANCIAL MARKETS, TREASURY AND INVESTMENT BANKING
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income 320 229
Other income 541 506
---- ----
TOTAL REVENUES 861 735
Operating expenses 431 366
---- ----
CONTRIBUTION 430 369
Provision for credit losses 31 32
---- ----
INCOME BEFORE INCOME TAXES 399 337
Income taxes 146 130
Non-controlling interest 3 3
---- ----
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 250 204
Discontinued operations - -
---- ----
INCOME BEFORE GOODWILL CHARGES 250 204
Goodwill charges - 1
---- ----
NET INCOME 250 203
---- ----
ROE 24.4% 19.0%
SHAREHOLDER VALUE ADDED 113 61
==== ====
The segment owes its remarkable performance in 2002 to higher revenues, as total
revenues rose by 17.1% to $861 million. This increase was generated mainly by
Treasury's gains on asset/liability management, which accounted for the sharp
rise in net interest income. The increase in other income came from the
institutional activities of National Bank Financial, including revenues from
Putnam Lovell.
The operating expenses of the new subsidiary Putnam Lovell comprised almost 60%
of the $65 million increase in the segment's operating expenses. The segment's
credit losses remained stable.
National Bank Financial continued to develop its investment banking operations.
The integration of the former Corporate Banking segment (except for certain
traditional banking services that now come under Commercial Banking) with
National Bank Financial was finalized during the year. The advisory services of
Putnam Lovell and the Financial Institutions Group at National Bank Financial
will be amalgamated under the name Putnam Lovell NBF.
Natcan Investment Management had a fairly good year, achieving higher revenues
in high-yield and other bonds, as well as hedge funds. Assets under management
rose by $3,302 million or 22.7%, partly because of the acquisition of Gestion de
placements Valorem inc., a firm specialized in managing Canadian equity
portfolios and with assets under management of $1,400 million.
OTHER The "Other" heading under Results by Business Segment presents data on
securitization operations, gains on the sale of activities, discontinued
operations and non-recurring items such as the revaluation of investments. It
includes revenues and expenses that cannot be assigned to any one specific
segment.
Net interest income was negative because it incorporated interest paid to third
parties in securitization operations. In contrast, other income posted a gain at
the time of the transaction, and management fees thereafter. The decline in
other income in 2002 stemmed from the combined effect of two factors: first, the
impairment charge for COGNICASE reduced other income by $137 million in 2002,
and second, this item included a $76 million non-recurring gain in 2001 from the
sale of merchant payment solutions.
Page 43
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS BY BUSINESS SEGMENT OTHER
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001
---- ----
Net interest income (127) (105)
Other income 21 274
---- ----
TOTAL REVENUES (106) 169
Operating expenses 4 51
---- ----
CONTRIBUTION (110) 118
Provision for credit losses 279 (13)
---- ----
INCOME BEFORE INCOME TAXES (389) 131
Income taxes (119) 46
Non-controlling interest 27 25
---- ----
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES (297) 60
Discontinued operations 111 (45)
---- ----
INCOME BEFORE GOODWILL CHARGES (186) 15
Goodwill charges - 18
---- ----
NET INCOME (186) (3)
==== ===
The provision for credit losses represents the residual amount needed to
reconcile the expected losses presented in the segment tables and the actual
provision reported in income. The amount of $279 million that appears for this
item in 2002 comprises the $185 million provisioned following the revaluation of
the impaired loans portfolio, the $120 million provisioned for a
telecommunications company, and a $30 million credit from the adjustment to the
general allowance for credit risk.
The table also shows a $111 million after-tax gain arising from the sale of U.S.
asset-based lending operations.
FINANCIAL CONDITION ON A MORE SOLID FOOTING
TOTAL ASSETS AS AT OCTOBER 31
(millions of dollars)
[BAR CHART]
At $74,611 million, total assets were down slightly after posting growth in
recent years. The sale of the U.S. asset-based lending portfolio and the
reduction in various financial commitments accounted for this consolidation in
growth.
LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities and shareholders' equity
presented in the Consolidated Balance Sheet (see the financial statements, page
78) are the Bank's sources of funding. Deposits, at $51,690 million, represented
69% of funding, up over the previous year. Shareholders' equity as a percentage
of liabilities and shareholders' equity was unchanged at 5%.
Table 6 (page 59) shows the composition of and changes in deposits on the Bank's
Consolidated Balance Sheet. Variations between the information in this table and
that on the Consolidated Balance Sheet arise from the fact that large personal
deposits are considered purchased funds for these purposes, in the same way as
funds obtained on capital markets.
Deposits at year-end 2002 had grown by 0.5% from the previous year, generated
primarily by the upsurge in commercial deposits, but also by the growth in
personal deposits. Personal deposits accounted for 29.9% of total assets as
against 28.3% at year-end 2001.
Page 44
PERSONAL DEPOSITS, 1998-2002
(millions of dollars)
[BAR CHART]
Personal deposits, which represented 43.2% of total deposits, were up 3.8%. The
Bank seeks to fund as much of its operations as possible with this type of
low-cost deposit. As can be seen, the proportion of personal deposits to total
deposits rose almost two percentage points, or $2,409 million, over five years.
In 2002, the Bank's strategy was supported by greater consumer demand for
zero-risk savings vehicles, as opposed to stock market instruments.
Commercial deposits experienced spectacular growth of 21.6% in 2002, to stand at
$14,183 million. This phenomenon was undoubtedly due to a slowdown in investing
because of the economic uncertainty and companies' decision to invest their
funds in no-risk instruments.
As a result of the increase in commercial and personal deposit volumes as well
as the decline in loan volumes outstanding, the Bank was able to reduce its
purchased funds outstanding -- the most expensive form of funding -- by more
than $3 billion. The proportion of purchased funds fell from 35.5% to 29.4% at
year-end 2002, in sharp contrast to the 41.9% they represented at year-end 1999.
The geographic distribution of deposits illustrates the steady increase in
domestic deposits. International deposits, particularly in the United States,
were reduced by the sale of asset-based lending operations.
Table 7 (page 60) illustrates the composition of the Bank's capital and how it
has changed between 1998 and 2002. Capital is comprised of shareholders' equity
(share capital plus retained earnings), subordinated debentures and
non-controlling interest (mainly holders of preferred shares issued by NB
Capital, a U.S. subsidiary of the Bank).
The upper portion of Table 7 indicates that as at October 31, 2002, the Bank's
total capital was $5,979 million, two-thirds of which, or $3,901 million,
consisted of shareholders' equity. Retained earnings and common shares made up
92% of shareholders' equity, with the remainder composed of preferred shares.
Common shareholders' equity (common shares plus retained earnings) totalled
$3,601 million.
The Bank adopted two specific measures during the year to manage its capital
effectively: the repurchase of common shares and the redemption of preferred
shares.
In the first quarter, the Bank announced a normal course issuer bid targeting a
maximum of 9,500,000 of its common shares, or 5% of the total outstanding. Given
the Bank's very high capital ratios, the Board of Directors considered the
repurchase program to be an appropriate use of the Bank's excess capital as well
as an opportunity to increase shareholder value. As at October 31, 2002, the
target of 9,500,000 shares had been purchased on the stock market. The
repurchase program reduced the carrying value of common shares by $82 million;
an additional $224 million, representing the premium on the carrying value of
common shares, was charged to retained earnings.
The second capital reduction measure was the Bank's decision to redeem all its
non-cumulative first preferred shares, Series 10 and 11, for an aggregate
consideration of $192 million.
As a result, total capital as shown in Table 7 decreased by $271 million.
Internally generated capital from net income for the year less dividends was
more than offset by the reduction in retained earnings, chiefly as a result of
the premium paid for the repurchase of common shares. External financing was
negative in 2002 because of the repurchase and redemption of common and
preferred shares as well as the redemption of $55 million in debentures.
These measures taken by the Bank to enhance its capital management had an impact
on regulatory capital. Tier 1 capital (calculated according to the rules of the
Bank for International Settlements) contracted 13.3% to stand at $3,726 million,
as shown in Table 8 (page 61). The main reason for this was the increase in the
balance sheet amount of goodwill attributable to the acquisition of Putnam
Lovell and Altamira.
Page 45
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
[LINE CHART]
Capital ratios (at the bottom of Table 8) are calculated by taking the capital
measurements and dividing them by risk-weighted assets, with the riskiest
balance sheet items receiving a higher weighting. The Tier 1 capital ratio held
steady at 9.6%, while the Tier 2 capital ratio rose from 13.1% to 13.6%. These
ratios have been very high in recent years. In fact, they have been among the
highest in the Canadian banking industry, far exceeding the capital adequacy
standards of 7% for the Tier 1 capital ratio and 10% for the total capital
ratio.
The changes in the capital ratios were caused by a combination of two factors
that produced opposite effects: the increase in goodwill generated by the Putnam
Lovell and Altamira acquisitions pushed Tier 1 capital down; and regulatory
risk-weighted assets declined because of the sale of the U.S. asset-based
lending portfolio and sluggish credit growth in Canada.
ASSETS: CONSOLIDATION OF GROWTH Totalling $74,611 million as at October 31,
2002, the Bank's assets were down $1,355 million or 1.8% compared to a year
earlier. The reduction resulted from the sale of the U.S. asset-based lending
portfolio.
The Bank's assets were chiefly composed of cash resources (9%), securities
(27%), and loans and acceptances (59%). The Consolidated Balance Sheet on page
78 shows a decline in loans and customers' liability under acceptances, a
decline that was not fully offset by the increase in cash resources and
securities.
Gross loans outstanding were down in each of the lines of business, except for
residential mortgages (+8.4%). The slide was particularly significant in
business and government loans, which fell $2,809 million or 12.0%. The sale of
the U.S. asset-based lending portfolio, the reduction in the volume of corporate
loans and the cautious attitude of borrowers were some of the factors behind
this decline. Personal and credit card loans fell by $305 million as a result of
the securitization of a $515 million portfolio of consumer loans and a $250
million portfolio of credit card receivables.
Because of stagnant credit demand combined with an increase in deposits, the
Bank's cash resources rose 17.7% to a record $6,864 million. Trading account
securities also grew substantially (19.9%) in response to the development of new
financial products and demand from new client segments.
ASSETS UNDER ADMINISTRATION AND ASSETS UNDER MANAGEMENT: STRONG GROWTH Asset
administration and management are growth areas that are closely tied to the
Bank's objective of growing its wealth management activities. At the end of
fiscal 2002, assets under administration at the Bank and its subsidiaries
reached a value of $117,468 million, and assets under management were $23,269
million, for a total of $140,737 million. The value of assets under
administration or management was up 13.1% over 2001, and has almost doubled over
the past five years.
Page 46
ASSETS UNDER ADMINISTRATION AND
ASSETS UNDER MANAGEMENT,1998-2002
(millions of dollars)
[BAR CHART]
Table 9 (page 62) provides more information on assets under administration and
assets under management. In all, 40% of the growth in the value of assets under
administration and 61% of the growth in the value of assets under management
were generated by mutual funds, one of the growth sectors in 2002. The strong
upsurge in mutual fund outstandings was primarily on account of the acquisition
of Altamira, which increased mutual funds in the category of assets under
administration by 42%. This new subsidiary administers $4,280 million in mutual
funds for individuals in addition to the $788 million it administers for
institutional clients.
Table 9 illustrates the important role assumed by the Bank's subsidiaries in
terms of administration and management of assets. National Bank Securities
recorded 7.3% growth in the mutual funds it administers.
National Bank Financial manages or administers $59,468 million of assets, up
10.9% from the end of fiscal 2001 owing to increased activities at National Bank
Correspondent Network.
Natcan Investment Management manages pension plans and mutual funds worth
$17,823 million, an increase of 22.7%, mainly as a result of its acquisition of
the firm Gestion de placements Valorem inc.
The subsidiaries National Bank Discount Brokerage and National Bank Trust, which
account for $7,523 and $40,917 million respectively of total assets under
administration or management, also recorded significant increases.
RISK MANAGEMENT
RISK MANAGEMENT STRUCTURES Risk is inherent in all corporate activity, and
particularly so in a bank's financial intermediation activities. Banks are
exposed to four main risk categories: credit risk, market risk, liquidity risk
and operational risk (these terms are defined in the Glossary on pages 70 to
72). Managing risk in order to optimize the risk-return trade-off is an
essential activity which must be carried out within a structure designed
specifically for that purpose.
[ORGANIZATIONAL CHART]
Heading the risk management structure at the National Bank is the Board of
Directors which is responsible for establishing risk management policies. The
Board delegates part of its responsibilities in this regard to the Audit and
Risk Management Committee which recommends policies and, once adopted, oversees
their application. Moreover, all exceptional risk-related decisions are made by
this Committee. The Audit and Risk Management Committee is assisted by Internal
Audit and three committees, namely, the Credit Committee, the Market Risk
Management Committee and the Operational Risk Management Committee, all of which
are composed of members of the bank's management. Internal Audit, whose Senior
Vice-President reports directly to the Audit and Risk Management Committee,
provides an independent and objective assessment of the effectiveness of
processes, policies, procedures and control measures implemented by managers.
Moreover, Internal Audit recommends solutions for improving the effectiveness of
risk management, internal controls and operating activities of the Bank and its
subsidiaries.
Page 47
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
CREDIT RISK
STANDARDS, PROCEDURES AND CONTROLS To manage credit risk, the Board of Directors
adopts each year, on the recommendation of the Audit and Risk Management
Committee, a comprehensive policy that defines the principal standards,
procedures and control methods for credit granted by the Bank. The policy is
applied by the Bank's Credit Committee, which is chaired by the Senior Vice-
President, Risk Management. The Credit Committee's decisions are supported by
sector analyses performed by the Bank's economists and Risk Management Group.
The credit policy established by the Board of Directors and the administrative
measures adopted by the various units of the Bank in applying the policy define
acceptable risk, portfolio diversification criteria, economic and geographic
sector-specific constraints, as well as allocation and authorization line
levels. All standards and policies are reviewed by the Audit and Risk Management
Committee. The higher the credit amount or the risk, the higher the
authorization line level within the Bank's structure. Exceptionally, decisions
may even be referred to the Board of Directors. In addition, specific standards
apply to individuals or companies related to the Bank.
When an application for credit is made to the Bank, it is subject to a procedure
that becomes increasingly rigorous depending on the amount requested or the
degree of risk of the sector, region or borrower. Once the application is made
in due form and after the required documents and information have been provided,
it is analyzed using a sophisticated credit scoring system. The decision to
approve credit is made either by a credit officer or by the Bank's Credit
Committee. Any deviation from the procedure has to be submitted to the Audit and
Risk Management Committee.
Credits and borrowers are continuously monitored according to the degree of risk
they represent. Ongoing analyses attempt to foresee potential problems in an
industry, region or with a borrower before these become apparent in the form of
past due payments. Any loan on which interest is in arrears for 90 days or more
is classified as impaired and a loss provision must be taken for it. Moreover,
loans that are not past due but where repayment of principal or interest is not
reasonably assured are also deemed impaired. The Bank's policies set out
detailed provisioning criteria and, where required, write-off criteria for
irrecoverable debts. The credit policies also define recovery practices, the
intent of which is to minimize losses by recovering the largest possible portion
of the amounts owing. A team of internal auditors ensures that the standards are
respected at all times.
CONTROLLING RISK IN 2002 The Bank adopted a very prudent approach to credit risk
in 2002. In addition to being extremely cautious, which accounts for the current
quality of its portfolio, operational criteria were tightened to better reflect
the uncertain economic environment.
One of the reasons for the Bank's solid lending portfolio is diversification, as
shown in Table 10 (page 62). The largest concentration (30%) of loans is in
residential mortgages, which are among the least risky forms of credit. These
are followed by other types of personal loans, at 14%. Excluding securities
purchased under resale agreements and government loans, the balance (46%)
consists of loans to small, medium-sized and large companies. These business
loans are largely concentrated in manufacturing (12%), a category that, on its
own, includes a large number of diversified subsectors. Except for financial
institutions (with 8% of loans), no single sector accounted for even 5%.
Needless to say, these loans are all subject to the Bank's credit policies,
procedures and controls.
As at October 31, 2002, business loans to the telecommunications sector
accounted for only 0.63% of the loans and acceptances portfolio, and total loans
to the electric power and power generation sector, 0.48%.
The breakdown of loans by sector remained virtually unchanged during fiscal
2002. Business loans declined $2,630 million (which essentially corresponds to
the value of the U.S. portfolio that was sold), going from 48.6% to 45.7% of
total loans. Residential mortgages, for their part, rose from 27.3% to 30.4% of
the portfolio.
At year-end 2002, gross real estate loans were stable at $544 million (down 40%
over five years), as Table 11 on page 63 shows. Given the $37 million in
accumulated allowances for these loans, net volumes outstanding stood at only
$507 million, or largely unchanged from 2001. Net real estate exposure
represented 13% of shareholders' equity and 1% of loans and acceptances. As can
be seen in Table 11, the weighting of real estate has been reduced substantially
in recent years. In addition, the riskiest loans have been removed following the
steady paring down of the portfolio.
Page 48
For the first time in several years, real estate loans were up in the Bank's
core market, reflecting both the recovery in the real estate market and the
Bank's commitment to accompany the clients it knows well. This was particularly
true for residential real estate. At the same time, efforts to improve the
quality of the portfolio in other regions, especially in the United States,
continued unabated.
Over the years, the Bank has sold off the bulk of its portfolio of loans to
"designated countries", i.e., developing countries that failed to respect their
obligations in the 1980s. In 2002, as shown in Table 12 (page 63), write-offs
reduced gross loan exposure to $79 million. Net of allowances, these country
risks now account for only $53 million or 1.4% of shareholders' equity.
The overall change in impaired loans shows how effective the Bank has been in
cleaning up its portfolio. Table 13 (page 64) shows the sharp decrease in
impaired loans. In fact, net impaired loans amounted to $246 million as at
October 31, 2002, down 58% from $591 million a year earlier.
The upper portion of Table 13 shows that net private impaired loans have
declined across all sectors, except for corporate and real estate loans. The
change in net impaired corporate loans reflects the difficulties currently
experienced by certain economic sectors. The increase in net impaired real
estate loans accounted for only a small portion and is attributable to
prevailing economic conditions.
MARKET RISK
STANDARDS, PROCEDURES AND CONTROLS Market risk is an integral part of trading on
financial markets, such trading being essential for managing assets and
liabilities. Like all financial institutions, the Bank also holds a trading
portfolio with which it takes positions on financial markets for its trading,
market-making and hedging operations.
On the recommendation of its Audit and Risk Management Committee, the Board of
Directors of the Bank adopted detailed policies for managing the four components
of market risk, namely, interest rate risk, foreign exchange risk, equity risk
and commodity risk. The policies adopted by the Board of Directors establish
standards, procedures and controls aimed at optimizing the risk-return trade-off
and ensuring oversight of financial transactions.
The Audit and Risk Management Committee oversees the Market Risk Management
Committee which heads the risk management structure for the Financial Markets,
Treasury and Investment Banking line of business. The New Products Committee and
the Risk Management Committee of National Bank Financial also report to it. The
Market Risk Management Committee plays a key role in establishing market risk
policies and practices, including risk assessment, maximum limits, simulation
and oversight processes, as well as operational compliance with Bank policies.
The Risk Management Group is an independent team that is responsible for the
day-to-day monitoring of market risk exposures, including ensuring that maximum
limits and authorization procedures are respected. The Group also develops risk
measurement procedures and models for carrying out simulations.
TRADING ACTIVITIES The VaR (Value-at-Risk) simulation model is one of the main
tools used to manage market risk in trading activities. The VaR measure is based
on a 99% confidence level and is an estimate of the maximum potential trading
loss in 99 out of every 100 days or, to put it another way, actual losses will
probably exceed VaR on only one day out of 100. VaR is calculated on an ongoing
basis for the major categories of financial instruments (including derivatives)
and for the Bank's aggregate trading portfolio. Insofar as is possible, it thus
ensures that trading decisions do not entail risks that exceed pre-set limits.
The computerized VaR calculation model is based on three years of historical
data which means that it can only simulate losses in a market situation similar
to that observed during the previous three years.
To simulate the impact of unlikely events, the Bank also runs stress tests,
exploring, for example, a crash such as the stock market crash in 1987.
Table 15 (page 65) provides an assessment of market risk in fiscal 2002 versus
the previous year. For the three major market risk categories (interest rate,
foreign exchange, equity), the table shows yearend VaR, the annual average and
the degree of variation during the year. Global VaR presented in the last line
takes into account the correlations between the various risks. In 2002, VaR did
not once exceed $6 million and averaged $4 million. At no time, therefore, did
the Bank's trading portfolio incur major risks, despite the turbulence on
financial markets.
Page 49
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
BACKTESTING (CDN$ EQUIVALENT)
(dollars)
[LINE CHART]
The chart complements Table 15 by providing the results of backtesting, which
each day compares the VaR projected by our simulations to the theoretical
revenues obtained. Backtesting, which the Bank carries out regularly, validates
the use of VaR methodology in estimating maximum loss risk, based on the
composition of the trading portfolio.
INTEREST RATE RISK IN ASSET/LIABILITY MANAGEMENT Managing assets (investments,
including loans) and liabilities (debt, including deposits) exposes the Bank to
interest rate risk. Interest rate fluctuations give rise to changes in interest
income and interest expense. Although these changes move in the same direction,
the impact of their relative weighting on net interest income and the economic
value of shareholders' equity will be either favourable or unfavourable. The
extent of the impact depends on several factors, including asset and liability
matching and the interest rate curve. Assets and liabilities are managed in such
a way as to optimize the impact of fluctuating interest rates based on projected
rate movements.
The Bank's Treasury sector is responsible for managing assets and liabilities in
accordance with the policies adopted by the Board of Directors and overseen by
the Audit and Risk Management Committee. The Market Risk Management Committee
works closely with Treasury in this activity. Simulations are carried out
regularly to assess the impact of various scenarios on net interest income and
the economic value of shareholders' equity and to provide guidance in managing
the portfolio of assets and liabilities.
INTEREST RATE SENSITIVITY
As at October 31, 2002
(millions of dollars)
Scenario 2002 2001
- -------- ---- ----
100 point increase in interest rates
Impact on net interest income (3) (11)
Impact on shareholders' equity (78) (92)
=== ===
The above table presents an interest-rate sensitivity simulation. Using a number
of repricing assumptions, a permanent 100 point increase in interest rates as at
October 31, 2002 would have reduced net interest income by $3 million and the
economic value of shareholders' equity by $78 million.
RISK OF OFF-BALANCE SHEET ACTIVITIES Market risk also affects off-balance sheet
activities, consisting of derivative and credit instruments. These off-balance
sheet financial instruments are usually components of portfolios which also
include balance sheet items and which, as such, are subject to the risk limits
and control procedures described earlier. In addition, off-balance sheet credit
instruments must respect the same credit criteria and procedures as loans
recorded on the balance sheet. Additional controls are also applied to
derivative instruments.
Table 8 (page 61) provides a breakdown of the credit equivalent of the various
off-balance sheet items included in the calculation of total risk-weighted
assets. They represent a relatively small proportion in comparison to other
credit risks recorded on the balance sheet. As at October 31, 2002, off-balance
sheet items accounted for 13.2% of risk-weighted total assets, compared to 13.9%
in 2001.
Page 50
Note 19 of the consolidated financial statements (pages 99 to 101) presents the
notional (or nominal) amounts of derivatives used by the Bank, as well as their
maturity profile as at October 31, 2002. It should be noted that most of these
instruments mature within 12 months. Also worth noting is that these notional
amounts are not necessarily representative of the risk level represented by
derivative instruments, but rather they reflect the large number of
transactions. The data on the risk-weighted equivalent amount confirm the small
proportion of derivatives on the balance sheet.
In addition to the market risk to which they are subject, derivative instruments
also comprise a credit risk which the Bank mitigates in various ways. In
dealings with certain counterparties, for instance, exposure is reduced by means
of netting or marked-to-market agreements. Note 19 also shows that most of the
credit equivalent amount for derivatives is contracted with reliable
counterparties, specifically major banks and OECD member countries.
DERIVATIVE INSTRUMENTS AND RISK
The derivative financial instruments used by the Bank (forwards, futures, swaps
and options) are contracts whose value is derived from interest rates, foreign
exchange rates, commodity prices, equity prices and credit default swaps. Some
derivatives can be offered through recognized exchanges (exchange-traded), but
more structured products are negotiated between individual parties (over the
counter).
Derivatives are the strategic tool of choice in risk management. Accordingly,
the Bank uses them for trading activities, asset/liability management and for
hedging certain credit risks.
The Bank uses its trading portfolio to carry out market-making or trading
activities and to position itself on markets. In this context, derivatives are
needed to control the risks associated with trading activities. Because of its
expertise in these products and its ability to use them efficiently in its risk
management process, the Bank also provides its commercial and institutional
clients with risk management solutions.
Derivatives are also one of the balance-sheet management tools available for
interest rate, foreign exchange and credit hedging, as well as asset and
liability matching. It is essential that these risks, which are a normal part of
banking, be managed in order to protect the interest spread and the value of
capital.
The risks inherent in derivatives are similar to the general risks for financial
instruments, namely, market risk, credit risk, liquidity risk and operational
risk.
Market risk is defined as the potential for deterioration in the value of a
derivative instrument because of fluctuations in the underlying primary
instrument (interest rates, foreign exchange rates, commodity prices or equity
prices). All derivative risks are accurately measured, re-evaluated on a daily
basis and managed in accordance with the policies approved by the Bank's Board
of Directors.
Credit risk, also known as the credit equivalent amount, is the value of the
loss incurred should a counterparty fail to honour its commitments. It is
measured by taking into account the current replacement cost of the contract (if
it is positive), future credit risk exposure (which is the estimated change in
the value of the contract to maturity) and the impact of master netting
agreements.
Liquidity risk consists of two elements: market liquidity and cash flow. In the
first instance, risk exposure stems from a possible delay in settling a position
when, for example, the market lacks sufficient depth. This is controlled by
taking relatively short-term positions where liquidity may be at issue.
Longer-term positions are taken only in liquid and proven markets. In order to
ensure adequate control, maximum term limits are established according to the
liquidity assessment of the relevant market.
Cash flow risk derives from the timing of cash receipts and outflows and is
managed as part of the Bank's overall liquidity management process.
One example of operational risk is legal risk, which exists when there is a
possibility that a counterparty does not have the necessary legal power to close
a transaction or the legal documents for such a transaction are deficient. The
Bank manages this risk by applying the necessary checks and controls and by
working with the national and international organizations that set the standards
to be respected. In doing so, the Bank has developed a high degree of internal
knowledge with regard to legal confirmations and documentation.
In addition to being managed within the limits provided for in the Bank's
general risk management policies, derivative risk exposure is also subject to
special assessment and control measures. The Risk Management Group, an
independent unit within the Bank, is responsible for monitoring financial
transactions and administering risk control systems. The duties of this unit
include ensuring that transactions are settled and recorded, measuring position
risk, checking that the policies adopted by the Board of Directors are applied
and controlling the quality of analysis systems.
Page 51
NATIONAL BANK OF CANADA 2001-2002
MANAGEMENT'S DISCUSSION AND ANALYSIS
LIQUIDITY RISK Liquidity risk, which is integrated into the strategies applied
by Treasury, is an intrinsic part of asset/liability management and is also
linked to market risk. Since it is important for a bank to have liquid assets
available at all times, special emphasis is placed on managing them.
The Bank's liquidity management policy is approved by the Board of Directors. In
particular, it sets out objectives, measurement methods, minimum requirements,
control procedures and strategies for accessing capital funds, as well as the
steps to be taken to deal with any unforeseen events. The President, Financial
Markets, Treasury and Investment Bank, is responsible for applying the liquidity
management policy, a report on which is submitted each year to the Executive
Committee. The situation is monitored regularly by means of weekly reports on
liquidity ratios and quarterly reports on the Bank's overall liquidity position.
The liquidities needed for the Bank's operations are guaranteed by stable,
well-diversified funding in the form of core deposits and purchased funds, by a
sufficient level of equity, and by the Bank's access to capital markets.
Sufficient liquidity is assured at all times by means of other techniques, such
as securitization, use of derivatives, and the purchase and sale of securities
through resale and repurchase agreements.
OPERATIONAL RISK Not only can operational risk have immediate financial
consequences, but it can also negatively affect the Bank's reputation, thereby
compromising its competitive position and possibly resulting in regulatory
censure. While operational risk can never be fully eliminated, it must be
managed in a disciplined, transparent manner. Accordingly, the Bank is currently
implementing a management framework that includes a governance model as well as
procedures for identifying, measuring and monitoring this form of risk.
During the year, the Board of Directors approved an operational risk management
policy for identifying, measuring, overseeing and controlling this risk, which
is also taken into account in decisions about capital allocation.
The Bank's business units are responsible for the day-to-day management of their
operational risks. In this, they are supported by the Operational Risk
Management Group, a central task force created in 2001. The Group's mission is
to establish a comprehensive, standard framework to help identify, measure,
monitor, control and document operational risk.
In 2002, the Bank adopted proactive measures to integrate the qualitative and
quantitative components of operational risk. The focus was on developing
operational risk self-assessment tools and processes, and setting up a
centralized database for losses due to operational risk. No significant loss of
this kind occurred during the year.
In addition, the Bank keeps a close eye on developments in operational risk
practices in the financial industry. The Bank intends to remain competitive by
implementing industry best practices and meeting the requirements of the Basel
Committee of the Bank for International Settlements.
Page 52
INVESTING IN THE NATIONAL BANK
The Bank creates value for its shareholders by responding to the needs of its
clients. In 2002, its ability in this regard and in ensuring customer
satisfaction, translated into increased, profitable business with individuals,
stability in the Commercial Banking business line, sustained growth in revenues
and earnings at Financial Markets, Treasury and Investment Banking, sound risk
management and an appreciably stronger financial position. While ROE dipped
slightly, reflecting economic uncertainties and market upheavals, the National
Bank was less affected than a number of its competitors. The Bank's aim is to
keep ROE at between 14% and 16% in 2003, and to re-establish the range of 15% to
17% for the mid term. The target range for the dividend payout ratio is 30% to
40%.
Total return on shares, 1998-2002
[BAR CHART]
One of the reasons for the National Bank's success lies in its ability to
combine the flexibility of a smaller bank with an extremely diversified product
offering. Moreover, it significantly expanded its presence outside Quebec during
the year with its acquisition of Altamira and Putnam Lovell.
Prudent risk management also accounts in large part for the success enjoyed in
recent years. This strategy stood the Bank in good stead in 2002, as it was less
affected than several of its competitors by the economic slowdown and the
difficulties experienced in various sectors. A financial analyst recently
commented that the "National Bank has very limited exposure to the troubled
telecom and electric power and power generation sectors," while a recent report
issued by a major investment dealer noted that the "National Bank leads the Big
6 in low levels of new net formations (of impaired loans)."
The prudent approach taken by the National Bank has resulted in strong capital
ratios, making it one of the best capitalized banks in Canada. The National Bank
prefers to be slightly overcapitalized in order to benefit from greater
flexibility and to ensure its shareholders a stable return.
In recent years, the total return (dividends and stock appreciation) for
National Bank common shares has outpaced the total return for the other five
large Canadian banks. In fiscal 2001, this return was 25% for the National Bank
as against -0.4% for the other banks. Over five years, the total return obtained
by common shareholders of the National Bank reached 11%, compared to 8% for the
TSX Banks and Trusts sub-index.
In the third quarter, a financial analyst was quoted as saying: "We continue to
expect the (National Bank's) P/E multiple to expand relative to the bank group,
reflecting the bank's lower risk profile, strong capital ratios and solid
profitability."
Management also believes that financial markets will increasingly acknowledge
the value of National Bank stock and that investors who have confidence in the
stock have every reason to look forward to receiving a stable and attractive
return.
Page 53
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFORMATION
TABLE 1A. OVERVIEW OF RESULTS
Year ended October 31
(taxable equivalent basis)
(millions of dollars and as a percentage of average assets)
2002 2001 2000 1999 1998
---------------- ---------------- ----------------- ----------------- ----------------
$ % $ % $ % $ % $ %
Net interest income 1,473.3 2.13 1,389.0 2.01 1,231.8 1.76 1,224.3 1.86 1,212.7 1.96
Other income 1,641.0 2.37 1,857.5 2.68 1,940.3 2.78 1,232.7 1.87 1,108.9 1.79
Provision for credit
losses 490.0 0.71 205.1 0.30 183.7 0.26 169.6 0.26 147.3 0.24
Operating expenses 2,040.4 2.95 1,988.8 2.87 2,119.6 3.03 1,615.5 2.46 1,535.5 2.48
Income taxes 236.3 0.34 398.4 0.58 343.2 0.49 250.6 0.38 242.4 0.39
Non-controlling interest 29.5 0.04 27.4 0.04 26.1 0.04 31.8 0.05 31.2 0.05
------ ---- -------- ---- -------- ---- -------- ---- -------- ----
Income before
discontinued
operations and
goodwill charges 318.1 0.46 626.8 0.90 499.5 0.72 389.5 0.58 365.2 0.59
Discontinued operations 111.4 0.16 (45.5) (0.07) 29.3 0.04 36.0 0.05 24.0 0.04
------ ---- -------- ---- -------- ---- -------- ---- -------- ----
Income before goodwill
charges 429.5 0.62 581.3 0.83 528.8 0.76 425.5 0.63 389.2 0.63
Goodwill charges 0.1 - 18.6 0.03 19.7 0.03 8.5 0.01 73.4 0.12
------ ---- -------- ---- -------- ---- -------- ---- -------- ----
Net income 429.4 0.62 562.7 0.80 509.1 0.73 417.0 0.62 315.8 0.51
------ ---- -------- ---- -------- ---- -------- ---- -------- ----
Average assets* 69,292 69,197 69,840 65,784 61,949
* Excluding discontinued operations
Page 54
TABLE 1B. RECONCILIATION OF REPORTED INCOME TO ADJUSTED INCOME
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
REPORTED
2002 2001
---- ----
Net interest income (1) 1,473 1,389
Other income (1) 1,641 1,858
Provision for credit losses 490 205
Operating expenses 2,040 1,989
---- ----
Income before income taxes, non-controlling
interest, discontinued operations and
goodwill charges 584 1,053
Income taxes (1) 236 398
Non-controlling interest 30 28
---- ----
Income before discontinued operations
and goodwill charges 318 627
Discontinued operations 111 (45)
---- ----
Income before goodwill charges 429 582
Goodwill charges - 19
---- ----
NET INCOME 429 563
---- ----
EARNINGS PER SHARE (BEFORE GOODWILL CHARGES) 2.18 2.88
RETURN ON COMMON SHAREHOLDERS' EQUITY 11.3% 16.0%
==== ====
ADJUSTMENTS
Other income
Decline in value of investments (2) 139 -
Gain on sale of merchant payment solutions - (76)
---- ----
139 (76)
---- ----
Provision for credit losses
Revision of estimated allowance (185) -
---- ----
Operating expenses
Write-off of assets (3) (9) -
---- ----
Income taxes 96 (29)
---- ----
Discontinued operations (111) 45
==== ====
ADJUSTED
2002 2001
---- ----
Net interest income (1) 1,473 1,389
Other income (1) 1,780 1,782
Provision for credit losses 305 205
Operating expenses 2,031 1,989
----- ----
Income before income taxes, non-controlling
interest, discontinued operations and
goodwill charges 917 977
Income taxes (1) 332 369
Non-controlling interest 30 28
----- ----
Income before discontinued operations
and goodwill charges 555 580
Discontinued operations - -
----- ----
Income before goodwill charges 555 580
Goodwill charges - 19
----- ----
Adjusted net income 555 561
----- ----
ADJUSTED EARNINGS PER SHARE
(BEFORE GOODWILL CHARGES) 2.86 2.87
RETURN ON COMMON SHAREHOLDERS' EQUITY 14.7% 15.9%
===== =====
Adjusted income excludes items which, in the opinion of management, should not
be taken into account in the analysis of the Bank's performance. Adjusted income
is not defined according to GAAP and is not necessarily comparable to similar
data used by another company.
Notes:
(1) Net interest income was grossed up by $29 million in 2002 ($51 million in
2001). Other income was grossed up by $57 million in 2002 ($69 million in
2001). These increases are intended to bring tax-exempt income earned on
certain securities in line with income earned on other financial
instruments. An equivalent amount was added to income taxes.
(2) Permanent impairment in the value of mutual funds and a corporate
investment
(3) Write-off of deferred expenses and fixed assets of a subsidiary
Page 55
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFORMATION
TABLE 2. CHANGES IN NET INTEREST INCOME
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
$ Variation
2002 2001 2002-2001 due to:
------------------------ ------------------------ -------------------------- -----------------
Average Average Average Average
volume Rate Interest volume Rate Interest volume Rate Interest volume Rate
------- ---- -------- ------- ---- -------- ------- ---- -------- ------- ----
$ % $ $ % $ $ % $
Assets
Deposits with
financial institutions 7,316 2.38 174.3 5,769 4.93 284.7 1,547 (2.55) (110.4) 36.8 (147.2)
Securities 16,342 3.16 516.1 16,230 4.03 654.1 112 (0.87) (138.0) 3.5 (141.5)
Residential mortgage
loans 12,591 5.72 719.6 11,940 6.66 795.4 651 (0.94) (75.8) 37.2 (113.0)
Personal loans 6,913 5.21 360.2 7,338 8.00 586.9 (425) (2.79) (226.7) (22.1) (204.6)
Business and other
loans 19,782 4.14 819.3 20,512 5.28 1,083.2 (730) (1.14) (263.9) (30.2) (233.7)
Impaired loans, net (97) (1.55) 1.5 102 1.86 1.9 (199) (3.41) (0.4) 3.1 (3.5)
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Earning assets 62,847 4.12 2,591.0 61,891 5.50 3,406.2 956 (1.38) (815.2) 28.3 (843.5)
Other assets 6,445 - - 7,306 - - (861) - - - -
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Total assets 69,292 3.74 2,591.0 69,197 4.92 3,406.2 95 (1.18) (815.2) 28.3 (843.5)
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Liabilities and
shareholders' equity
Personal deposits 21,420 2.96 633.6 21,108 3.84 810.8 312 (0.88) (177.2) 9.2 (186.4)
Deposit-taking
institutions 6,421 2.14 137.3 6,159 4.52 278.3 262 (2.38) (141.0) 5.6 (146.6)
Other deposits 21,083 2.34 493.2 19,492 4.36 849.7 1,591 (2.02) (356.5) 37.2 (393.7)
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
48,924 2.58 1,264.1 46,759 4.15 1,938.8 2,165 (1.57) (674.7) 52.0 (726.7)
Subordinated debentures 1,623 6.77 109.8 1,573 6.95 109.3 50 (0.18) 0.5 3.4 (2.9)
Liabilities other
than deposits 9,257 0.86 79.9 9,733 1.09 106.1 (476) (0.23) (26.2) (4.1) (22.1)
Other (1) (28) - (336.1) - - (137.0) (28) - (199.1) - (199.1)
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Interest-bearing
liabilities 59,776 1.87 1,117.7 58,065 3.47 2,017.2 1,711 (1.60) (899.5) 51.3 (950.8)
Other liabilities 5,550 - - 7,210 - - (1,660) - - - -
Shareholders' equity 3,966 - - 3,922 - - 44 - - - -
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Total liabilities and
shareholders' equity 69,292 1.61 1,117.7 69,197 2.91 2,017.2 95 (1.30) (899.5) 51.3 (950.8)
Impact of non-interest
bearing assets
and liabilities - - - - - - - - - 25.1 (25.1)
------ ----- ------- ------ ---- ------- ----- ----- ----- ----- -----
Net interest income 2.13 1,473.3 2.01 1,389.0 0.12 84.3 2.1 82.2
(1) Other interest income and interest expenses including hedging operations
Page 56
TABLE 3. OTHER INCOME
Year ended October 31
(taxable equivalent basis)
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Capital market fees 539 493 566 336 313
Deposit and payment
service charges 170 160 155 150 144
Trading activities and gains on
investment account securities, net 25 298 318 120 91
Card service revenues 53 86 85 91 92
Lending fees 181 175 171 146 128
Acceptances, letters of credit and guarantee 63 65 60 55 40
Foreign exchange revenues 67 61 52 50 46
Trust services and mutual funds 111 96 87 77 74
Securitization revenues 204 157 99 67 34
Other 228 267 347 141 147\
----- ----- ----- ----- -----
1,641 1,858 1,940 1,233 1,109
----- ----- ----- ----- -----
Domestic 1,595 1,856 1,927 1,206 1,099
International - United States (3) 6 6 7 4
- Other 49 (4) 7 20 6
----- ----- ----- ----- -----
Other income as a percentage of total
revenues on a taxable equivalent basis (1) 54.7% 56.2% 59.4% 50.2% 47.8%
===== ===== ===== ===== =====
(1) In 2002, the $139 million impairment charge on investments was excluded. In
2001, the $76 million gain (taxable equivalent basis) on the sale of
merchant payment solutions was excluded. In 2000, the $136 million gain
(taxable equivalent basis) on the sale of a subsidiary was excluded.
Page 57
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFORMATION
TABLE 4. PROVISION FOR CREDIT LOSSES
Year ended October 31
(millions of dollars)
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Provisions for credit losses
Domestic
Individuals and small business 186 72 88 77 58
Commercial 154 102 69 75 44
Corporate 44 26 13 3 2
Real estate 23 12 15 12 10
Other (13) (6) (2) - 1
------ ------ ------ ------ ------
Domestic - Private risks 394 206 183 167 115
------ ------ ------ ------ ------
International
Real estate - United States (3) (1) (7) - 31
Corporate 129 - - - -
Other - - 8 3 1
------ ------ ------ ------ ------
International - Private risks 126 (1) 1 3 32
------ ------ ------ ------ ------
General allowance for credit risk (30) - - - -
------ ------ ------ ------ ------
Provision for credit losses charged to
income before discontinued operations 490 205 184 170 147
Provision for credit losses charged to
discontinued operations (51) 120 16 15 46
------ ------ ------ ------ ------
Total provision for credit losses
charged to income 439 325 200 185 193
------ ------ ------ ------ ------
Net average loans and acceptances
Domestic 37,543 38,308 39,345 38,928 35,550
International - United States 663 677 851 737 940
- Other 188 291 301 213 790
Discontinued operations - 3,925 3,967 3,605 3,924
------ ------ ------ ------ ------
TOTAL 38,394 43,201 44,464 43,483 41,204
------ ------ ------ ------ ------
Provision for credit losses
as a percentage of net average
loans and acceptances
Domestic 1.05% 0.54% 0.47% 0.43% 0.32%
International - United States 19.00% (0.15)% (0.83)% -% 3.30%
- Other -% -% 2.66% 1.41% 0.13%
Discontinued operations -% 3.06% 0.40% 0.42% 1.17%
TOTAL 1.14% 0.75% 0.45% 0.43% 0.47%
------ ------ ------ ------ ------
Allowances
Balance at beginning of year 896 965 989 1,049 839
Transfer from allowance for assets
held for disposal (45) - - - -
Provision for credit losses
charged to income:
Before discontinued operations 490 205 184 170 147
Discontinued operations (51) 120 16 15 46
Write-offs (1) (673) (402) (257) (276) (328)
Recoveries 49 8 33 31 45
Adjustment to general allowance - - - - 300
------ ------ ------ ------ ------
Balance at end of year 666 896 965 989 1,049
------ ------ ------ ------ ------
Composition of allowances:
Designated countries
Portion related to loans 22 38 35 37 40
Portion related to securities 4 17 17 16 17
Specific 235 341 413 436 492
General allocated 296 306 - - -
General unallocated 109 194 500 500 500
====== ====== ====== ====== ======
(1) Including exchange rate fluctuations
Page 58
TABLE 5. OPERATING EXPENSES
Year ended October 31
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Salaries and staff benefits 1,147 1,064 1,129 858 798
Occupancy costs, computers and equipment,
including amortization 430 408 431 381 365
Other
Messenger services and communications 77 69 71 63 58
Professional fees 165 167 119 74 63
Advertising and external relations 50 42 45 36 36
Stationery 28 27 26 21 21
Travel expenses 17 16 15 12 11
Security and theft 24 16 13 11 11
Capital and payroll taxes 57 63 64 38 50
Other 45 117 207 121 122
----- ----- ----- ----- -----
463 517 560 376 372
----- ----- ----- ----- -----
Total 2,040 1,989 2,120 1,615 1,535
----- ----- ----- ----- -----
Domestic 1,999 1,956 2,083 1,573 1,491
----- ----- ----- ----- -----
International - United States 18 16 20 28 26
- Other 23 17 17 14 18
----- ----- ----- ----- -----
Operating expenses as a percentage of
total revenues on a taxable equivalent basis (1) 62.4% 62.7% 65.8% 65.7% 66.1%
===== ===== ===== ===== =====
(1) In 2002, the $139 million impairment charge on investments was excluded
from other income and the write-off of $9 million in fixed assets was
excluded from operating expenses. In 2001, the $76 million gain (taxable
equivalent basis) on the sale of merchant payment solutions was excluded.
In 2000, the $136 million gain (taxable equivalent basis) on the sale of a
subsidiary and $120 million in non-recurring charges were excluded.
TABLE 6. DEPOSITS
As at October 31
(millions of dollars)
2002 2001 2000 1999 1998
-------------- -------------- --------------- -------------- --------------
$ % $ % $ % $ % $ %
Personal 22,306 43.2 21,485 41.8 20,497 40.6 20,316 40.6 19,897 41.4
Commercial 14,183 27.4 11,667 22.7 9,726 19.3 8,737 17.5 9,828 20.5
Purchased funds 15,201 29.4 18,284 35.5 20,250 40.1 20,931 41.9 18,301 38.1
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total 51,690 100.0 51,436 100.0 50,473 100.0 49,984 100.0 48,026 100.0
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Domestic 40,959 79.2 38,161 74.2 35,383 70.1 36,035 72.1 36,492 76.0
International - United
States 2,814 5.5 4,315 8.4 6,935 13.7 5,518 11.0 6,292 13.1
- Other 7,917 15.3 8,960 17.4 8,155 16.2 8,431 16.9 5,242 10.9
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total 51,690 100.0 51,436 100.0 50,473 100.0 49,984 100.0 48,026 100.0
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Personal deposits as a
percentage of
total assets 29.9 28.3 27.0 29.1 28.2
===== ===== ===== ===== =====
Page 59
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFRMATION
TABLE 7. SOURCE OF CAPITAL
As at October 31
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Non-controlling interest 486 487 468 443 523
Subordinated debentures 1,592 1,647 1,361 1,035 966
Shareholders' equity
Preferred shares 300 492 492 317 317
Common shares 1,639 1,668 1,653 1,641 1,327
Retained earnings 1,962 1,956 1,683 1,343 1,051
----- ----- ----- ----- -----
3,901 4,116 3,828 3,301 2,695
----- ----- ----- ----- -----
TOTAL CAPITAL 5,979 6,250 5,657 4,779 4,184
----- ----- ----- ----- -----
INTERNALLY GENERATED CAPITAL
Net income 429 563 509 417 316
Other amounts affecting
retained earnings (228) (99) 1 22 (200)
----- ----- ----- ----- -----
201 464 510 439 116
Less: dividends (195) (191) (170) (147) (140)
----- ----- ----- ----- -----
6 273 340 292 (24)
----- ----- ----- ----- -----
EXTERNAL FINANCING
Non-controlling interest (1) 19 25 (80) 57
Subordinated debentures (55) 286 326 69 (103)
Preferred shares (192) - 175 - (59)
Common shares (29) 15 12 314 18
----- ----- ----- ----- -----
(277) 320 538 303 (87)
----- ----- ----- ----- -----
INCREASE (DECREASE) IN CAPITAL (271) 593 878 595 (111)
===== ===== ===== ===== =====
Page 60
TABLE 8. CAPITAL RATIOS
As at October 31
(millions of dollars)
(in accordance with BIS guidelines)
2002 2001 2000 1999(2) 1998
------ ------ ------ ------- ------
TIER 1 CAPITAL
Common shareholders' equity 3,601 3,624 3,336 2,984 2,378
Non-cumulative permanent
preferred shares 300 492 492 317 317
Innovative instruments 467 477 457 441 463
Non-controlling interest 19 10 11 2 60
Less: goodwill (661) (305) (325) (350) (81)
------ ------ ------ ------ ------
3,726 4,298 3,971 3,394 3,137
------ ------ ------ ------ ------
TIER 2 CAPITAL
Subordinated debentures 1,524 1,595 1,290 1,271 911
General allowance for credit risk 341 391 343 328 300
------ ------ ------ ------ ------
1,865 1,986 1,633 1,599 1,211
------ ------ ------ ------ ------
Less: investments in affiliated corporations (181) (326) (329) (125) (3)
Less: first loss protection (116) (82) (54 ) (3) -
------ ------ ------ ------ ------
TOTAL CAPITAL 5,294 5,876 5,221 4,865 4,345
====== ====== ====== ====== ======
RISK-WEIGHTED BALANCE SHEET ITEMS
Cash resources 1,421 1,187 1,160 675 882
Securities 2,336 2,686 1,921 2,126 583
Mortgage loans 3,971 3,486 2,816 3,707 4,335
Other loans 19,478 23,030 25,328 24,077 23,881
Other assets 5,117 6,572 5,528 4,729 4,429
------ ------ ------ ------ ------
32,323 36,961 36,753 35,314 34,110
General allowance for credit risk 341 391 343 328 300
------ ------ ------ ------ ------
32,664 37,352 37,096 35,642 34,410
------ ------ ------ ------ ------
RISK-WEIGHTED OFF-BALANCE SHEET ITEMS (1)
Letters of guarantee and documentary credit 751 1,180 1,292 1,878 1,645
Commitments to extend credit 3,872 4,415 4,747 5,137 2,819
Interest rate contracts 161 106 84 65 94
Foreign exchange contracts 221 374 331 244 443
Equity and commodity contracts 161 148 187 72 41
------ ------ ------ ------ ------
5,166 6,223 6,641 7,396 5,042
------ ------ ------ ------ ------
MARKET RISK ITEMS 1,148 1,121 2,098 1,083 1,195
------ ------ ------ ------ ------
Total risk-weighted assets 38,978 44,696 45,835 44,121 40,647
====== ====== ====== ====== ======
Assets to capital multiple (3) 14.2 13.1 14.8 16.6 17.0
RATIOS
Tier 1 capital 9.6% 9.6% 8.7% 7.7% 7.7%
Total capital 13.6% 13.1% 11.4% 11.0% 10.7%
====== ====== ====== ====== ======
(1) For 2002, items are as at October 31. For 2001, letters of guarantee and
documentary credit as well as commit- ments to extend credit are as at
October 31; all other information is as at September 30. Off-balance sheet
items prior to 2001 are as at September 30.
(2) Taking into account the issuance of US $250 million in debentures on
November 2, 1999.
(3) The assets to capital multiple is calculated by dividing total balance
sheet assets and direct credit substitutes by total capital as defined by
capital adequacy requirements.
Page 61
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFORMATION
TABLE 9. ASSETS UNDER ADMINISTRATION AND ASSETS UNDER MANAGEMENT
As at October 31
(millions of dollars)
National
National National National Altamira Natcan Bank Bank
Bank Bank Bank Investment Investment Discount excluding Total
Trust Financial Security Services Management Brokerage subsidiaries 2002 2001
-------- --------- -------- ---------- ---------- --------- ------------ ---- -------
ASSETS UNDER
ADMINISTRATION
Institutional 32,716 3,308 - 788 - - - 36,812 34,838
Personal - 54,883 - - - 5,458 - 60,341 52,360
Mutual funds 6,090 7 5,160 4,280 - - - 15,537 10,193
Mortgage loans sold
to third parties - - - - - - 4,778 4,778 6,682
------ ------ ----- ----- ------ ----- ----- ------- -------
Total assets under
administration 38,806 58,198 5,160 5,068 - 5,458 4,778 117,468 104,073
------ ------ ----- ----- ------ ----- ----- ------- -------
ASSETS UNDER MANAGEMENT
Personal 2,111 - - - - - - 2,111 1,974
Managed portfolios - 1,270 - - 9,527 2,065 - 12,862 11,859
Mutual funds - - - - 8,296 - - 8,296 6,507
------ ------ ----- ----- ------ ----- ----- ------- -------
Total assets under
management 2,111 1,270 - - 17,823 2,065 - 23,269 20,340
------ ------ ----- ----- ------ ----- ----- ------- -------
TOTAL ASSETS UNDER
ADMINISTRATION/
MANAGEMENT - 2002 40,917 59,468 5,160 5,068 17,823 7,523 4,778 140,737 124,413
------ ------ ----- ----- ------ ----- ----- ------- -------
Total assets under
administration/
management - 2001 38,908 53,633 4,808 - 14,521 6,970 5,573 124,413
====== ====== ===== ===== ====== ===== ===== ======= =======
TABLE 10. DISTRIBUTION OF LOANS BY BORROWER CATEGORY
As at September 30
(millions of dollars)
2002 2001 2000 1999 1998
------------- ------------- ------------ -------------- -------------
$ % $ % $ % $ % $ %
Personal (1) 5,859 14.2 6,100 13.7 7,415 16.3 7,459 16.2 5,975 12.4
Residential mortgage 12,548 30.4 12,132 27.3 11,503 25.2 13,298 28.9 14,158 29.3
Non-residential mortgage 836 2.0 779 1.7 756 1.7 683 1.5 648 1.3
Agricultural 1,486 3.6 1,286 2.9 1,169 2.6 1,060 2.3 942 1.9
Financial institutions 3,239 7.8 2,771 6.2 2,725 6.0 2,760 6.0 2,268 4.7
Manufacturing 5,050 12.2 5,733 12.9 5,132 11.3 4,980 10.8 5,076 10.5
Construction and real estate 1,707 4.1 1,301 2.9 1,388 3.0 1,606 3.5 2,194 4.5
Transportation and communications 632 1.5 1,041 2.3 1,013 2.2 877 1.9 815 1.7
Mines, quarries and energy 601 1.5 742 1.7 585 1.3 608 1.3 614 1.3
Forestry 252 0.6 293 0.7 289 0.6 238 0.5 269 0.6
Governments 882 2.1 783 1.8 867 1.9 800 1.7 724 1.5
Wholesale trade 807 2.0 1,682 3.8 1,839 4.0 1,613 3.5 1,431 3.0
Retail trade 1,281 3.1 1,423 3.2 1,481 3.2 1,498 3.2 1,729 3.5
Services 1,910 4.6 2,537 5.7 2,320 5.1 2,339 5.1 2,818 5.8
Securities purchased under
resale agreements 3,083 7.5 3,863 8.7 5,364 11.8 4,175 9.1 6,812 14.1
Other 1,160 2.8 2,003 4.5 1,745 3.8 2,072 4.5 1,890 3.9
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
41,333 100.0 44,469 100.0 45,591 100.0 46,066 100.0 48,363 100.0
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
(1) Includes consumer loans, credit card loans and other personal loans
Page 62
TABLE 11. REAL ESTATE LOANS
As at October 31
(millions of dollars)
2002 2001 2000 1999 1998
----------- -------- --------- -------- ---------
$ % $ % $ % $ % $ %
GEOGRAPHIC DISTRIBUTION
CANADA
Ontario 73 13 81 15 101 16 168 24 238 26
Quebec 399 73 350 64 371 58 335 49 376 42
Other 3 1 3 1 16 2 18 3 21 2
--- --- --- --- --- --- --- --- --- ---
475 87 434 80 488 76 521 76 635 70
--- --- --- --- --- --- --- --- --- ---
UNITED STATES
California 2 - 29 6 58 9 57 8 79 9
New York 6 2 7 1 15 2 19 3 27 3
Illinois - - 7 1 7 1 7 1 28 3
Other 61 11 68 12 78 12 85 12 131 15
--- --- --- --- --- --- --- --- --- ---
69 13 111 20 158 24 168 24 265 30
--- --- --- --- --- --- --- --- --- ---
544 100 545 100 646 100 689 100 900 100
--- --- --- --- --- --- --- --- --- ---
BY TYPE OF PROJECT
Retail 147 27 148 27 183 28 186 27 256 29
Office 202 37 202 37 235 37 216 31 283 32
Residential 101 18 68 12 93 14 94 14 103 11
Industrial 31 6 31 6 45 7 55 8 82 9
Land 5 1 15 3 25 4 29 4 38 4
Other 58 11 81 15 65 10 109 16 138 15
--- --- --- --- --- --- --- --- --- ---
544 100 545 100 646 100 689 100 900 100
Allowances for credit losses 37 42 53 64 116
--- --- --- --- --- --- --- --- --- ---
REAL ESTATE LOANS, NET 507 503 593 625 784
--- --- --- --- --- --- --- --- --- ---
As a percentage of
shareholders' equity 13 12 15 19 29
As a percentage of total
loans and acceptances 1 1 1 1 2
=== === === === === === === === === ===
TABLE 12. DESIGNATED COUNTRIES
As at October 31
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Loans and securities, gross
Brazil 39 40 38 37 39
Ivory Coast 14 15 14 14 14
Sudan - 15 13 15 18
Nicaragua - 14 13 13 14
Peru 14 14 13 13 14
Other 12 11 12 12 14
---- ---- ---- ---- ----
79 109 103 104 113
Country risk allowance 26 55 52 53 57
---- ---- ---- ---- ----
Loans and securities, net of allowances 53 54 51 51 56
---- ---- ---- ---- ----
Allowance as a % of loans and securities 32.9% 50.5% 50.5% 51.0% 50.4%
Loans and securities, net, as a %
of shareholders' equity 1.4% 1.3% 1.3% 1.5% 2.1%
==== ==== ==== ==== ====
Particulars, by country, of private-risk and sovereign-risk loans classified as
restructured for previous years are as follows: 1998: Ivory Coast, $13 million.
Page 63
NATIONAL BANK OF CANADA 2001-2002
ADDITIONAL FINANCIAL INFORMATION
TABLE 13. IMPAIRED LOANS
As at October 31
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Private impaired loans, net
Domestic
Individuals and small business (1) 62 214 194 216 244
Commercial 99 210 233 240 216
Corporate 36 15 23 3 -
Real estate 44 29 26 33 31
Other - - 1 - -
---- ---- ---- ---- ----
241 468 477 492 491
---- ---- ---- ---- ----
International
Real estate - United States - 3 12 13 11
- Other 3 3 4 7 7
Discontinued operations - 117 51 30 36
---- ---- ---- ---- ----
3 123 67 50 54
---- ---- ---- ---- ----
Total private impaired loans, net (2) 244 591 544 542 545
---- ---- ---- ---- ----
Total impaired loans to designated countries
Gross 24 38 35 38 42
Allowance 22 38 35 37 40
---- ---- ---- ---- ----
Total impaired loans to designated
countries, net 2 - - 1 2
---- ---- ---- ---- ----
Total impaired loans, net 246 591 544 543 547
---- ---- ---- ---- ----
Allocated general allowance (296) (306) - - -
Unallocated general allowance (109) (194) (500) (500) (500)
---- ---- ---- ---- ----
General allowance for credit risk (3) (405) (500) (500) (500) (500)
---- ---- ---- ---- ----
(159) 91 44 43 47
---- ---- ---- ---- ----
Private impaired loans, gross 479 932 957 978 1037
Allowance for credit losses 235 341 413 436 492
---- ---- ---- ---- ----
Private impaired loans, net 244 591 544 542 545
Provisioning rate 49.1% 36.6% 43.2% 44.6% 47.5%
---- ---- ---- ---- ----
As a percentage of net loans and acceptances
Domestic - Private 0.6% 1.2% 1.1% 1.2% 1.2%
International - Private 0.1% 1.7% 0.9% 0.7% 0.8%
International - Designated countries 0.1% -% -% -% -%
Total 0.6% 1.2% 1.1% 1.2% 1.1%
As a percentage of common
shareholders' equity 6.8% 16.3% 16.3% 18.2% 22.9%
==== ==== ==== ==== ====
(1) Including $22 million in net consumer loans in 2002 (2001: $108 million;
2000: $80 million; 1999: $64 million; 1998: $57 million).
(2) The Bank has no loans classified as other past-due loans (90 days and over)
except for those already designated as impaired.
(3) See Note 28 to the consolidated financial statements on page 108 for the
impact of the adjustment made to the general allowance for credit risk.
Page 64
TABLE 14. INTEREST ON IMPAIRED LOANS
Year ended October 31
(millions of dollars)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Interest on impaired loans
Domestic 5 (4) (6) (8) (9)
International - - - - -
---- ----- ----- ----- ----
5 (4) (6) (8) (9)
Average impaired loans
Domestic (129) 30 30 45 292
International 12 37 15 8 39
---- ----- ----- ----- ----
(117) 67 45 53 331
---- ----- ----- ----- ----
Interest as a % of average
impaired loans, net
Domestic (3.9)% (13.3)% (20.0)% (17.8)% (3.1)%
International - % - % - % - % - %
Total (4.3)% (6.0)% (13.3)% (15.1)% (2.7)%
==== ===== ===== ===== ====
TABLE 15. TRADING ACTIVITIES - MARKET RISK ASSESSMENT
Year ended October 31
(millions of dollars)
Global VaR by
risk category 2002 2001
--------------------------------- --------------------------------
Year-end High Average Low Year-end High Average Low
-------- ---- ------- --- -------- ---- ------- ---
Interest (3) (5) (3) (1) (2) (6) (3) (2)
Foreign exchange - (3) (1) - (1) (2) (1) -
Equity securities (1) (3) (2) (1) (1) (6) (3) (1)
Global VaR (3) (6) (4) (2) (3) (7) (5) (3)
== == == == == == == ==
Page 65
NATIONAL BANK OF CANADA 2001-2002
QUARTERLY RESULTS
QUARTERLY RESULTS
(millions of dollars, except per share amounts)
Income
Net interest Other before
income income discontinued Income
(taxable (taxable Provisions operations before
equivalent equivalent for credit Operating and goodwill Discontinued goodwill
basis) basis) losses expenses charges operations charges
------------ ----------- ---------- --------- ------------ ------------ --------
1st Q 308 277 50 376 89 13 102
2nd Q 298 293 48 389 87 11 98
3rd Q 306 277 16 387 105 (5) 100
4th Q 301 262 33 383 84 5 89
----- ----- --- ----- --- --- ---
1998 1,213 1,109 147 1,535 365 24 389
----- ----- --- ----- --- --- ---
1st Q 313 285 38 389 96 7 103
2nd Q 298 328 44 412 95 8 103
3rd Q 313 303 44 409 94 11 105
4th Q 300 317 44 405 104 10 114
----- ----- --- ----- --- --- ---
1999 1,224 1,233 170 1,615 389 36 425
----- ----- --- ----- --- --- ---
1st Q 300 417 41 476 115 6 121
2nd Q 322 482 46 536 127 10 137
3rd Q 319 573 57 618 126 7 133
4th Q 291 468 40 490 131 6 137
----- ----- --- ----- --- --- ---
2000 1,232 1,940 184 2,120 499 29 528
----- ----- --- ----- --- --- ---
1st Q 338 424 43 477 143 (1) 142
2nd Q 352 446 46 503 147 (2) 145
3rd Q 359 453 18 503 174 (26) 148
4th Q 340 535 98 506 163 (16) 147
----- ----- --- ----- --- --- ---
2001 1,389 1,858 205 1,989 627 (45) 582
----- ----- --- ----- --- --- ---
1st Q 386 419 245 501 28 118 146
2nd Q 361 466 130 491 122 - 122
3rd Q 358 309 62 508 29 (3) 26
4th Q 368 447 53 540 139 (4) 135
----- ----- --- ----- --- --- ---
2002 1,473 1,641 490 2,040 318 111 429
===== ===== === ===== === === ===
Page 66
Earnings per share
-------------------------------
Before
discont. Dividends
operations Before (thousands of dollars) ROE before
Goodwill Net & goodwill goodwill --------------------- goodwill
charges income charges charges Net Common Preferred charges
- -------- ------ ------------ -------- --- ------ --------- ----------
%
3 99 0.48 0.56 0.55 25,658 6,608 15.7
2 96 0.47 0.53 0.52 29,079 6,701 15.0
3 97 0.58 0.55 0.53 29,142 6,720 14.6
65 24 0.45 0.48 0.09 29,213 6,495 13.1
--- ---- ---- ---- ------- ------ ----
73 316 1.98 2.12 1.69 113,092 26,524 14.6
--- ---- ---- ---- ------- ------ ----
1 102 0.52 0.56 0.55 29,241 6,044 15.9
1 102 0.52 0.56 0.56 29,255 6,044 16.2
2 103 0.51 0.58 0.57 31,031 6,043 15.4
4 110 0.53 0.58 0.56 33,964 6,044 15.1
--- ---- ---- ---- ------- ------ ----
8 417 2.08 2.28 2.24 123,491 24,175 15.5
--- ---- ---- ---- ------- ------ ----
4 117 0.58 0.61 0.59 34,036 6,044 15.3
5 132 0.64 0.69 0.66 35,939 6,044 17.2
5 128 0.62 0.67 0.64 35,973 6,636 15.8
5 132 0.65 0.68 0.65 35,995 8,843 15.8
--- ---- ---- ---- ------- ------ ----
19 509 2.49 2.65 2.54 141,943 27,567 16.0
--- ---- ---- ---- ------- ------ ----
4 138 0.71 0.71 0.68 36,024 8,844 16.1
5 140 0.73 0.71 0.69 39,843 8,844 16.6
5 143 0.86 0.73 0.70 39,908 8,844 15.9
5 142 0.81 0.73 0.71 40,029 8,844 15.4
--- ---- ---- ---- ------- ------ ----
19 563 3.11 2.88 2.78 155,804 35,376 16.0
--- ---- ---- ---- ------- ------ ----
- 146 0.11 0.73 0.73 40,009 6,831 15.0
- 122 0.62 0.62 0.62 45,763 4,831 13.1
- 26 0.13 0.12 0.12 43,213 4,831 2.3
- 135 0.73 0.71 0.71 44,597 4,832 14.5
--- ---- ---- ---- ------- ------ ----
- 429 1.59 2.18 2.18 173,582 21,325 11.3
=== ==== ==== ==== ======= ====== ====
Page 67
NATIONAL BANK OF CANADA 2001-2002
QUARTERLY RESULTS
QUARTERLY RESULTS
(millions of dollars, except per share amounts)
Impaired loans
------------------------------------------------------------
Net private Net total
----------- ---------
Designated countries
-------------------------------
Gross outstanding Allowances
1st Q 490 57 54 493
2nd Q 489 36 35 490
3rd Q 490 39 37 492
4th Q 545 42 40 547
--- -- -- ---
1998
--- -- -- ---
1st Q 543 40 38 545
2nd Q 548 37 36 549
3rd Q 548 39 38 549
4th Q 542 38 37 543
--- -- -- ---
1999
--- -- -- ---
1st Q 544 35 35 544
2nd Q 544 35 35 544
3rd Q 545 36 36 545
4th Q 544 35 35 544
--- -- -- ---
2000
--- -- -- ---
1st Q 554 36 36 554
2nd Q 578 36 36 578
3rd Q 582 36 36 582
4th Q 591 38 38 591
--- -- -- ---
2001
--- -- -- ---
1st Q 307 9 9 307
2nd Q 311 23 21 313
3rd Q 279 24 22 281
4th Q 244 24 22 246
=== == == ===
2002
Page 68
Number of common
shares (thousands) Per common share
- --------------------------- ----------------------------
Average End of Book Number of Number of
period value Stock trading range employees (1) branches
-------------------- in Canada
High Low
----- -----
170,762 170,986 14.47 24.60 20.35 11,837 642
171,126 171,210 14.79 31.25 22.80 11,815 640
171,401 171,518 15.19 30.85 27.10 12,149 639
171,600 171,616 13.86 26.70 20.10 12,041 646
- ------- ------- ----- ----- ----- ------ ---
- ------- ------- ----- ----- ----- ------ ---
171,850 172,024 14.27 26.20 22.60 12,315 646
172,153 172,214 14.70 24.50 19.90 12,164 646
172,294 172,320 15.23 23.15 18.55 12,337 648
186,568 188,729 15.81 19.35 17.15 12,175 649
- ------- ------- ----- ----- ----- ------ ---
- ------- ------- ----- ----- ----- ------ ---
188,925 189,049 16.17 18.60 16.40 12,265 638
189,174 189,201 16.66 22.05 17.25 12,325 636
189,311 189,334 17.11 24.25 20.55 11,884 634
189,444 189,474 17.60 25.25 21.05 11,457 586
- ------- ------- ----- ----- ----- ------ ---
- ------- ------- ----- ----- ----- ------ ---
189,578 189,607 17.57 29.00 23.00 11,492 571
189,757 189,822 18.08 31.00 26.05 11,675 566
190,062 190,230 18.57 30.60 25.20 12,153 549
190,311 190,331 19.04 30.20 24.25 12,027 546
- ------- ------- ----- ----- ----- ------ ---
- ------- ------- ----- ----- ----- ------ ---
190,450 190,500 19.56 30.07 24.70 11,381 543
188,794 185,109 19.53 34.93 29.14 11,308 544
184,134 183,256 19.29 33.73 29.01 11,394 544
183,124 182,596 19.72 32.50 27.00 11,442 530
======= ===== ===== ===== ====== ===
(1) On a full-time equivalent basis and excluding the subsidiary National Bank
Financial & Co. Inc.
Page 69
NATIONAL BANK OF CANADA 2001-2002
GLOSSARY OF FINANCIAL TERMS
GLOSSARY OF FINANCIAL TERMS
ACCEPTANCE Short-term debt security traded on the money market which a bank
guarantees on behalf of a borrower, for a stamping fee.
ALLOWANCES FOR CREDIT LOSSES Allowances taken to absorb expected credit-related
losses (loans, acceptances, letters of guarantee, letters of credit, deposits
with other banks and derivatives). Allowances for credit losses include the
country risk allowance, specific provision and general allowance for credit
risk. They are the sum of the annual provisions less write-offs, net of
recoveries.
ASSET/LIABILITY MANAGEMENT Management of maturities of assets and liabilities
as well as off-balance sheet items in such a way as to minimize interest rate
risk and foreign exchange risk through appropriate matching.
ASSETS UNDER ADMINISTRATION Assets in respect of which a financial institution
provides administrative services such as custodial services, collection of
investment income, settlement of purchase and sale transactions and
record-keeping. Assets under administration, which are beneficially owned by
clients, are not reported on the balance sheet of the institution offering such
services.
ASSETS UNDER MANAGEMENT Assets managed by a financial institution which are
beneficially owned by clients. Management services are more comprehensive than
administrative services, and include selecting investments or offering
investment advice. Assets under management, which may also be administered by
the financial institution, are not reported on its balance sheet.
AVERAGE ASSETS Daily average of balance sheet assets.
CAPITAL Amount which would be owed to the holders of shares and subordinated
debentures if assets had to be liquidated to reimburse depositors and other
creditors. Capital consists of bank debentures, shareholders' equity and non-
controlling interest.
CAPITAL RATIOS Ratios of capital, as defined by regulatory authorities, to
risk-weighted assets. The Bank for International Settlements (BIS) distinguishes
between two types of capital: Tier 1 capital, or base capital, consists of
common shareholders' equity, non-cumulative preferred shares and non-controlling
interest in subsidiaries less goodwill; Tier 2 capital, or supplementary
capital, consists of other preferred shares and the eligible portion of
subordinated debentures and of the general allowance for credit risk. Total
regulatory capital, or total capital, is the sum of the various types of capital
less investments in affiliates and first loss protection with respect to asset
securitization. In accordance with BIS rules, the Superintendent of Financial
Institutions Canada defines a third tier of capital intended specifically to
cover market risk, a risk which must also be covered by Tier 1 capital.
COMMODITY RISK Potential loss due to movements in the price of commodities on
which the Bank holds derivatives in its trading portfolio.
COMMON SHAREHOLDERS' EQUITY The portion of shareholders' equity that includes
only the capital stock paid in by common shareholders (plus retained earnings)
and represents the amount that would be owed to common shareholders if assets
had to be liquidated to reimburse depositors and other creditors.
CREDIT DERIVATIVE Derivative instruments based on financial instruments that
transfer the credit risk and return related to a given asset to another party,
without actually transferring the underlying asset, and offer protection against
credit risk (credit swaps, for example).
CREDIT RISK Potential loss resulting from the inability or unwillingness of a
counterparty to honour its contractual obligations with respect to a loan or
other type of credit. Credit risk can arise because of specific
counterparty-related conditions, or represent a consequence of market risk.
DERIVATIVE INSTRUMENTS (DERIVATIVES) Financial contracts whose value is
"derived" from interest rates, foreign exchange rates or equity prices.
Derivatives are used in treasury operations as well as for hedging regular
financial instruments. The most common types of derivatives include foreign
currency or interest rate futures, swaps and options.
EARNINGS PER SHARE Net income available to holders of common shares, namely,
net income less dividends on preferred shares, divided by the average number of
common shares outstanding during the period in question.
Page 70
EQUITY RISK Potential loss arising from movements in the price of shares held
by the Bank, or its subsidiaries.
FOREIGN CURRENCY FUTURE Contractual obligation to buy or sell, on or before a
specified future date, a given quantity of foreign currency at a given exchange
rate.
FOREIGN CURRENCY AND INTEREST RATE SWAPS Transactions in which counterparties
agree to exchange, for a specified period, currencies and/or streams of interest
payments (generally by exchanging a fixed rate for a floating one) based on an
amount of notional principal.
FOREIGN CURRENCY OR INTEREST RATE OPTION The right, but not the obligation, to
buy (call option) or sell (put option) at or by a set date a given amount of
foreign currency or securities at a set price (strike price).
FOREIGN EXCHANGE RISK Potential loss caused by currency rate movements and the
subsequent decline in the value of a security or other financial instrument
denominated in foreign currencies that is held by the Bank.
FORWARD RATE AGREEMENT Contractual obligation to buy or sell, on or before a
specified future date, a given quantity of securities at a given interest rate.
IMPAIRED LOAN A loan is considered impaired when, in the opinion of management,
there is reasonable doubt as to the payment of principal or interest. Any loan
where payments are 90 days past due falls into this category, unless there is no
doubt as to the collectibility of principal and interest.
INTEREST RATE RISK Potential loss caused by changes in interest rates and
resulting in mismatched maturities of productive assets and liabilities or, more
generally, reducing the value of a financial instrument held by the Bank.
INVESTMENT ACCOUNT Securities purchased with the intention of holding them to
maturity or until conditions render alternative long-term investments more
attractive. The investment account consists primarily of equity securities and
debt securities. Equity securities are stated at their acquisition cost unless
the Bank has a significant influence over the entity in question. Debt
securities are stated at their acquisition cost.
LETTERS OF GUARANTEE AND LETTERS OF CREDIT Irrevocable assurances through which
a bank undertakes to make payments for a client that cannot meet its financial
obligations to third parties.
LIQUID ASSETS Assets held as cash or securities easily convertible to cash,
such as deposits with other banks and securities.
LIQUIDITY RISK Potential difficulty in meeting a demand for cash or funding
obligations as they come due.
MARKET RISK Potential loss from changes in the value of financial instruments,
specifically from changes in interest rates, foreign exchange rates, equity
prices and commodity prices. Changes in these prices result in exposure to four
main categories of market risk: interest rate risk, foreign exchange risk,
equity risk and commodity risk.
MATCHING The process of equating asset and liability maturities as well as
off-balance sheet items so as to minimize interest rate risk and foreign
exchange risk. Matching is also known as "asset/liability management".
NET INTEREST INCOME Difference between interest and dividends earned on total
assets and interest expenses paid on total liabilities. In other words, net
interest income is the difference between what the Bank earns on assets such as
loans and securities, and what it pays on liabilities such as deposits. Average
net interest margin is equal to the ratio of net interest income to average
assets.
NOTIONAL PRINCIPAL Contract amount used as a reference point to calculate
payments for off-balance sheet instruments such as forward rate agreements and
interest rate swaps. It is considered "notional" as the principal amount itself
never changes hands.
OBLIGATIONS RELATED TO SECURITIES SOLD UNDER REPURCHASE AGREEMENTS Financial
obligations related to securities sold under an agreement according to which
they will be repurchased on a specified date and at a specified price. Such an
agreement is a form of short-term funding.
Page 71
NATIONAL BANK OF CANADA 2001-2002
GLOSSARY OF FINANCIAL TERMS
OPERATIONAL RISK Potential loss resulting from inadequate or failed processes,
technology or human performance, or from external events.
OTHER INCOME Includes all revenue except for interest and dividend income. It
consists of such items as deposit and payment service charges, lending fees,
capital market revenues, card service revenues, investment management and
custodial fees, mutual fund revenues and securitization revenues.
POINT Unit of measure equal to one percentage (1%).
PROVISION FOR CREDIT LOSSES Amount added to the allowance for credit losses to
bring it to a level that management considers adequate, taking into account
write-offs and recoveries with respect to specific loans.
RETURN ON COMMON SHAREHOLDERS' EQUITY (OR ROE) Net income, less dividends on
preferred shares, expressed as a percentage of the average value of common
shareholders' equity.
RISK WEIGHTING Risk-weighting factors are applied to the face value of certain
assets in order to present comparable risk levels. This procedure is also used
to recognize the risk in off-balance sheet instruments by adjusting the notional
value to balance sheet (or credit) equivalents and then applying the appropriate
risk-weighting factors. Total risk-weighted assets are used in calculating the
various capital ratios according to the rules of the Bank for International
Settlements (BIS).
SECURITIES PURCHASED UNDER REVERSE REPURCHASE AGREEMENTS Securities purchased by
the Bank from a client under an agreement according to which they will be resold
to the same client on a specified date and at a specified price. Such an
agreement is a form of short-term collateralized lending.
SECURITIZATION Transaction in which certain assets, such as mortgages or credit
card receivables, are sold to an entity which finances their acquisition by
issuing negotiable securities.
SHAREHOLDERS' EQUITY The sum of the capital stock paid by shareholders and
retained earnings. Shareholders' equity is the amount that would be owed to
shareholders if assets had to be liquidated to reimburse depositors and other
creditors.
SUBORDINATED DEBENTURE Unsecured debt instrument issued by a bank and for which
repayment, in the event of liquidation, ranks behind the claims of depositors
and certain other creditors. Convertible debentures can be exchanged for shares
at the option of the holder, the issuer or both.
TAXABLE EQUIVALENT BASIS Calculation method used to gross up certain tax-exempt
income (primarily dividends) by the income tax that would have been payable had
it been taxable. The gross-up of such income permits a uniform comparison of
the yield on the various types of assets, such as those comprising net interest
income, regardless of their tax treatment.
TRADING ACCOUNT Short-term securities held for trading purposes. This account is
recorded on the balance sheet at its fair value.
YIELD CURVE Graphic representation of interest rates in effect on a given date
for different maturities. Interest rates vary according to the risks factored in
by the market. Interest rates are generally lower for short-term maturities than
for long-term maturities. The curve may be inverted, i.e., when rates for
short-term maturities are higher than for long-term maturities.
Page 72
CONSOLIDATED FINANCIAL STATEMENTS
Page 73
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
Page 74
MANAGEMENT'S REPORT
The consolidated financial statements of National Bank of Canada (the "Bank") as
well as the other financial information presented in the Annual Report were
prepared by management, which is responsible for their integrity, including
material estimates and judgements incorporated therein. The consolidated
financial statements were prepared in accordance with Canadian generally
accepted accounting principles, other than the accounting for the general
allowance for credit risk which is in accordance with the accounting treatment
of the Superintendent of Financial Institutions Canada (the "Superintendent")
under the Bank Act, as described in Note 1.
Management maintains the necessary accounting and control systems in discharging
its responsibility and ensuring that the Bank's assets are safeguarded. These
controls include standards for hiring and training personnel, the definition and
appraisal of tasks and functions, operating policies and procedures, and budget
controls.
The Board of Directors (the "Board") is responsible for examining and approving
the financial data which appear in the Annual Report. Acting through the Audit
and Risk Management Committee (the "Committee"), the Board also oversees the
presentation of the consolidated financial statements and the maintenance of
accounting and control systems.
The Committee, composed of directors who are neither officers nor employees of
the Bank, is responsible for the ongoing evaluation of internal control
procedures, for examining the consolidated financial statements, and for
recommending them to the Board for approval. A team of internal auditors reports
to the Committee and makes presentations to it on a regular basis.
The control systems are reinforced by the observation of laws and regulations
which apply to the Bank's operations. The Superintendent regularly examines the
affairs of the Bank to ensure that the provisions of the Bank Act with respect
to the safety of the depositors and shareholders of the Bank are being observed
and that the Bank is in a sound financial condition.
The independent auditors, whose report follows, were appointed by the
shareholders on the recommendation of the Board. They were given full and
unrestricted access to the Committee to discuss matters related to their audit
and the reporting of information.
Real Raymond
President and
Chief Executive Officer
Michel Labonte
Senior Vice-President
Finance and Technology
Montreal, November 29, 2002
Page 75
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
AUDITORS' REPORT
To the Shareholders of National Bank of Canada
We have audited the Consolidated Balance Sheet of National Bank of Canada (the
"Bank") as at October 31, 2002 and the Consolidated Statements of Income,
Changes in Shareholders' Equity and Cash Flows for the year then ended. These
consolidated financial statements are the responsibility of the Bank's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance that the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Bank as at October 31, 2002 and
the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles other than the
accounting for the general allowance for credit risk which is in accordance with
the accounting treatment of the Superintendent of Financial Institutions Canada
under the Bank Act, as described in Note 1.
The consolidated financial statements as at October 31, 2001 and for the year
then ended were audited by Samson Belair/Deloitte & Touche, General Partnership,
and by Arthur Andersen & Cie, General Partnership, who expressed an opinion
thereon without reservation in their report dated December 3, 2001.
Samson Belair/Deloitte & Touche PricewaterhouseCoopers LLP
General Partnership Chartered Accountants
Chartered Accountants
Montreal, November 29, 2002
Page 76
CONSOLIDATED STATEMENT OF INCOME
Year ended October 31
(millions of dollars, except per share amounts)
Note 2002 2001
---- ---- ----
INTEREST INCOME AND DIVIDENDS
Loans 1,906 2,493
Securities 511 599
Deposits with financial institutions 174 289
------- -------
2,591 3,381
------- -------
INTEREST EXPENSE
Deposits 979 1,851
Subordinated debentures 110 109
Other 58 83
------- -------
1,147 2,043
------- -------
NET INTEREST INCOME 1,444 1,338
------- -------
OTHER INCOME
Capital market fees 539 493
Deposit and payment service charges 170 160
Trading activities and gains (losses)
on investment account securities, net 23 (32) 263
Card service revenues 53 86
Lending fees 181 175
Acceptances, letters of credit and guarantee 63 65
Securitization revenues 204 157
Foreign exchange revenues 67 61
Trust services and mutual funds 111 96
Other 228 233
------- -------
1,584 1,789
------- -------
TOTAL REVENUES 3,028 3,127
------- -------
PROVISION FOR CREDIT LOSSES
Related to regular operations 305 205
Related to a revision of the estimated allowance 185 -
------- -------
490 205
------- -------
2,538 2,922
------- -------
OPERATING EXPENSES
Salaries and staff benefits 1,147 1,064
Occupancy and amortization 191 173
Computers and equipment 239 235
Communications 77 69
Professional fees 165 167
Other 221 281
2,040 1,989
------- -------
INCOME BEFORE INCOME TAXES, NON-CONTROLLING INTEREST,
DISCONTINUED OPERATIONS AND GOODWILL CHARGES 498 933
Income taxes 16 150 278
348 655
Non-controlling interest 30 28
------- -------
INCOME BEFORE DISCONTINUED OPERATIONS AND GOODWILL CHARGES 318 627
Discontinued operations 26 111 (45)
------- -------
INCOME BEFORE GOODWILL CHARGES 429 582
Goodwill charges - 19
------- -------
NET INCOME 429 563
Dividends on preferred shares 21 35
------- -------
NET INCOME APPLICABLE TO COMMON SHARES 408 528
------- -------
Average number of common shares outstanding (thousands) 17
Basic 186,608 189,928
Diluted 187,727 190,815
------- -------
INCOME BEFORE DISCONTINUED OPERATIONS AND
GOODWILL CHARGES PER COMMON SHARE 17
Basic 1.59 3.11
Diluted 1.59 3.10
------- -------
INCOME BEFORE GOODWILL CHARGES PER COMMON SHARE 17
Basic 2.18 2.88
Diluted 2.18 2.86
------- -------
NET INCOME PER COMMON SHARE 17
Basic 2.18 2.78
Diluted 2.18 2.76
------- -------
DIVIDENDS PER COMMON SHARE 0.93 0.82
======= =======
Page 77
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
As at October 31
(millions of dollars)
Note 2002 2001
---- ---- ----
ASSETS
CASH RESOURCES
Cash and deposits with Bank of Canada 245 419
Deposits with financial institutions 6,619 5,413
------ ------
6,864 5,832
------ ------
SECURITIES 4
Investment account 6,712 6,802
Trading account 13,179 10,992
Loan substitutes 76 78
------ ------
19,967 17,872
------ ------
LOANS 5 and 6
Residential mortgage 12,867 11,875
Personal and credit card 5,561 5,866
Business and government 20,680 23,489
Securities purchased under reverse repurchase agreements 2,366 4,041
Allowance for credit losses (662) (879)
------ ------
40,812 44,392
------ ------
OTHER
Customers' liability under acceptances 2,988 3,593
Assets held for disposal 26 313 -
Premises and equipment 7 255 250
Goodwill 8 661 305
Intangible assets 8 184 12
Other assets 9 2,567 3,710
------ ------
6,968 7,870
------ ------
74,611 75,966
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS 10
Personal 22,607 21,857
Business and government 22,582 23,362
Deposit-taking institutions 6,501 6,217
------ ------
51,690 51,436
------ ------
OTHER
Acceptances 2,988 3,593
Obligations related to securities sold short 5,542 5,379
Obligations related to securities sold under
repurchase agreements 4,416 4,407
Other liabilities 11 3,996 4,901
------ ------
16,942 18,280
------ ------
SUBORDINATED DEBENTURES 12 1,592 1,647
------ ------
NON-CONTROLLING INTEREST 486 487
------ ------
SHAREHOLDERS' EQUITY
Preferred shares 14 300 492
Common shares 14 1,639 1,668
Retained earnings 1,962 1,956
------ ------
3,901 4,116
------ ------
74,611 75,966
====== ======
REAL RAYMOND PIERRE BOURGIE
President and Chief Executive Officer Director
Page 78
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Year ended October 31
(millions of dollars)
Note 2002 2001
---- ---- ----
CAPITAL STOCK AT BEGINNING OF YEAR 2,160 2,145
Issuance of common shares 53 15
Repurchase of common shares for cancellation (82) -
Redemption of preferred shares, Series 10 and 11 for
cancellation (192) -
----- -----
CAPITAL STOCK AT END OF YEAR 14 1,939 2,160
----- -----
RETAINED EARNINGS AT BEGINNING OF YEAR 1,956 1,606
Net income 429 563
Dividends
Preferred shares (21) (35)
Common shares (174) (156)
Income taxes related to dividends on preferred shares,
Series 10, 11, 12 and 13 (2) (2)
Premium paid on common shares repurchased
for cancellation 14 (224) -
Unrealized foreign exchange gains (losses), net of
income taxes (2) 8
Loss on redemption of subordinated debenture,
net of income taxes 12 - (28)
----- -----
RETAINED EARNINGS AT END OF YEAR 1,962 1,956
----- -----
SHAREHOLDERS' EQUITY 3,901 4,116
===== =====
Page 79
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended October 31
(millions of dollars)
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 429 563
Adjustments for:
Provision for credit losses excluding discontinued operations 490 205
Provision for credit losses attributed to discontinued
operations (51) 120
Amortization of premises and equipment 58 48
Goodwill charges excluding discontinued operations - 19
Goodwill charges attributed to discontinued operations - 2
Future income taxes (24) 50
Adjustment upon foreign currency translation of subordinated (10) 23
debentures
Impairment charge 139 -
Net gains on sale of investment account securities (41) (70)
Change in interest payable (153) (137)
Change in interest receivable (25) 76
Change in income taxes payable 164 (140)
Change in unrealized losses and amounts payable
on derivative contracts 124 98
Change in trading account securities (2,187) (544)
Change in other items (377) (1,267)
------ ----
(1,464) (954)
------ ----
CASH FLOWS FROM FINANCING ACTIVITIES
Change in deposits 254 963
Issuance of subordinated debentures - 300
Redemption and maturity of subordinated debentures (45) (82)
Issuance of common shares 53 15
Common shares repurchased for cancellation (306) -
Preferred shares redeemed for cancellation (192) -
Dividends paid (195) (187)
Change in obligations related to securities sold short 163 476
Change in obligations related to securities sold under repurchase
agreements 9 (1,910)
Change in other items (4) 6
------ ----
(263) (419)
------ ----
CASH FLOWS FROM INVESTING ACTIVITIES
Change in loans (1,129) (379)
Change in securitization of assets (258) 1,045
Proceeds from sale of asset-based loans 2,540 -
Purchases of investment account securities (21,335) (20,384)
Sale of investment account securities 21,329 19,961
Change in securities purchased under reverse repurchase agreements 1,675 1,356
Change in premises and equipment (63) (49)
------ ----
2,759 1,550
------ ----
INCREASE IN CASH AND CASH EQUIVALENTS 1,032 177
Cash and cash equivalents at beginning of year 5,832 5,655
Cash and cash equivalents at end of year 6,864 5,832
CASH AND CASH EQUIVALENTS
Cash and deposits with Bank of Canada 245 419
Deposits with financial institutions 6,619 5,413
------ ----
Total 6,864 5,832
------ ----
Interest and dividends paid 1,519 2,564
Income taxes paid 101 280
Page 80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of National Bank of Canada (the "Bank")
were prepared in accordance with section 308(4) of the Bank Act, which states
that Canadian generally accepted accounting principles (GAAP) are to be applied
unless otherwise specified by the Superintendent of Financial Institutions
Canada (the "Superintendent"). These principles differ in some regards from
United States GAAP, as explained in Note 29.
The preparation of consolidated financial statements in conformity with Canadian
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the balance sheet date and the reported amounts of revenues
and expenses during the period covered by the consolidated financial statements.
Actual results could differ from those estimates.
The significant accounting policies used in preparing these consolidated
financial statements, including the accounting treatment prescribed by the
Superintendent, are summarized below. The Superintendent has specified an
accounting treatment for the general allowance for credit risk which does not
conform to Canadian GAAP; a comparison of this treatment is presented in Note
28. The accounting policies for all other financial statement items conform, in
all material respects, to Canadian GAAP.
CONSOLIDATION The consolidated financial statements of the Bank include the
assets, liabilities and operating results of the Bank and all its subsidiaries
after the elimination of intercompany transactions and balances. The purchase
method is used to account for the acquisition of subsidiaries. The excess of the
price paid for the acquisition of subsidiaries over the fair value of the net
assets acquired is referred to as goodwill. On November 1, 2001, the Bank
adopted the new standard of the Canadian Institute of Chartered Accountants
(CICA) entitled "Goodwill and Other Intangible Assets". In conformity with the
standard, the Bank ceased to amortize goodwill as of this date and began the
transitional impairment test to detect a possible depreciation in goodwill. The
transitional impairment test was completed in the second quarter of the year and
the Bank concluded that goodwill as at November 1, 2001 had not been impaired.
Under the new standard, goodwill is tested periodically for impairment to ensure
that the fair value remains greater than or equal to the carrying value. The
excess of the carrying value over the fair value is to be charged to income for
the period during which the impairment is determined. Prior to November 1, 2001,
goodwill was amortized using the straight-line method over a period
corresponding to its estimated useful life of 20 years. Aside from eliminating
goodwill amortization charges, which amounted to $21 million for the year ended
October 31, 2001, including $2 million attributable to discontinued operations,
the adoption of this new standard had no impact on the Consolidated Statement of
Income.
Investments in companies over which the Bank has significant influence are
accounted for by the equity method and are included in securities in the
Consolidated Balance Sheet. The Bank's share of income (losses) from these
companies is included in interest income and dividends in the Consolidated
Statement of Income.
TRANSLATION OF FOREIGN CURRENCIES Items in foreign currencies included in the
Consolidated Balance Sheet are translated into Canadian dollars at the exchange
rates prevailing at year-end. Revenues and expenses are translated at the
average exchange rates prevailing during the year.
Spot and forward foreign exchange positions are kept in balance insofar as
practicable. Any gain or loss on these positions is recognized in the
Consolidated Statement of Income, with the exception of positions related to net
foreign currency investments in establishments and subsidiaries abroad.
Translation gains and losses on net foreign currency investments in
establishments and subsidiaries abroad are recorded under retained earnings,
less the after-tax gains and losses applicable to instruments used for hedging
purposes. These gains or losses are not charged to income until they are
realized.
CASH AND CASH EQUIVALENTS Cash consists of cash on hand, bank notes and coin.
Cash equivalents consist of deposits with the Bank of Canada, deposits with
financial institutions, and cheques and other items in transit.
SECURITIES Securities are divided into three major categories: investment
account securities, trading account securities and loan substitutes.
Investment account securities are purchased with the intention of holding them
to maturity or until market conditions render alternative investments more
attractive. Equity securities are stated at their acquisition cost if the Bank
does not have a significant influence, while debt securities are stated at their
unamortized acquisition cost. Premiums and discounts on debt securities are
amortized using the yield method over the period to maturity or disposal of the
security. Gains or losses realized on the disposal of securities and the
amortization of premiums and discounts are recorded in income. Any loss in the
value of investment account securities that is other than a temporary impairment
is recorded in income.
Page 81
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Trading account securities are purchased for resale in the short term. They are
presented at their fair value based on publicly disclosed market prices. In the
event market prices are not available, the fair value is estimated on the basis
of the market prices of similar securities. Realized and unrealized gains or
losses on these securities are recorded in income.
Loan substitutes are customer financings which have been structured as after-tax
securities rather than conventional loans in order to provide the issuers with a
borrowing rate advantage. These securities are recorded on the same basis as a
loan.
LOANS A loan, other than a credit card loan, is considered impaired when, in
the opinion of management, there is reasonable doubt as to the ultimate
collectibility of a portion of principal or interest or where payment of
interest is contractually past due 90 days, unless there is no doubt as to the
collectibility of principal and interest. A loan may revert to performing status
only when principal and interest payments have become fully current. Credit card
loans are written off if payments are more than 180 days in arrears.
When a loan is deemed impaired, interest ceases to be recorded, and the carrying
value of the loan is adjusted to its estimated realizable amount by writing off
all or part of the loan and/or by taking an allowance for credit losses.
Foreclosed assets held for sale in settlement of an impaired loan are recorded
at the time of foreclosure at the lower of the recorded balance of the
foreclosed loan or the estimated net proceeds from the sale of the assets. Any
difference between the carrying value of the loan and the estimated realizable
amount of the assets is recorded in the provision for credit losses. The loan is
then adjusted to take into account the revenues received or the costs incurred
after foreclosure.
The provision for credit losses recorded in income for the year consists of the
net change in the allowance for credit losses and write-offs of the carrying
values resulting from foreclosed assets, less recoveries.
Loan origination fees, including loan commitment, restructuring and
renegotiation fees, are considered an integral part of the yield earned on the
loan and are deferred and amortized to interest income over the term of the
loan. Commitment fees are treated on the same basis if there is reasonable
expectation that the commitment will result in a loan; the fees are then
amortized to interest income over the term of the loan. Otherwise, the fees are
included in other income over the term of the commitment. Loan syndication fees
are recognized in other income, unless the yield on any loan retained by the
Bank is less than that of other comparable lenders involved in the financing. In
such cases, an appropriate portion of the fee is deferred and amortized to
interest income over the term of the loan.
Loans also include securities purchased under reverse repurchase agreements
which the Bank has purchased and simultaneously committed to resell to the
initial buyer at a specified price on a specified date. Since ownership of the
securities does not change, the transaction is treated as a loan by the Bank.
The securities are recorded at cost and the related interest income is recorded
on an accrual basis.
ALLOWANCES FOR CREDIT LOSSES The allowances for credit losses reflect
management's best estimate of losses in its loan portfolio as at the balance
sheet date. The allowances relate primarily to loans, but also to the credit
risk associated with deposits with other banks, derivative products, loan
substitute securities and other credit instruments such as acceptances, letters
of guarantee and letters of credit. The allowances for credit losses, which
consist of the specific allowance for impaired loans, the allowance for
designated countries and the general allowance for credit risk, are increased by
the provision for credit losses which is charged to income and reduced by the
amount of write-offs, net of recoveries.
The specific allowance for impaired loans is established for all such loans for
which the impairment could be estimated individually, reducing them to their
estimated realizable amounts. The estimated realizable amounts are measured by
discounting expected future cash flows. For groups of impaired loans consisting
of large numbers of homogeneous balances of relatively small amounts, the
realizable amounts are valuated by discounting expected future cash flows for
each group of loans by applying formulas that take into account past loss
experience, economic conditions and other relevant circumstances. No specific
allowance is established for credit card loans, as balances are written off if
no payments are received within 180 days.
The allowance for credit losses in relation to loans to countries designated by
the Superintendent is constantly re-evaluated on the basis of exposure in the
various countries and economic conditions.
Page 82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
The allocated general allowance for credit risk represents the best estimate of
probable losses within the portion of the loan portfolio that has not yet been
specifically identified as impaired. This amount is established through the
application of expected loss factors to outstanding and undrawn facilities. The
allocated general allowance for corporate and government loans is based on the
application of expected default and loss factors, determined by statistical loss
migration analysis according to loan type. For more homogeneous portfolios, such
as residential mortgages, SME loans, personal loans and credit card loans, the
determination of the allocated general allowance is done on a product portfolio
basis. The losses are determined by the application of loss ratios determined
through the statistical analysis of loss migration over an economic cycle. The
unallocated general allowance for credit risk is based on management's
assessment of probable losses in the portfolio that have not been captured in
the determination of the specific allowance for credit losses, the allowance
for designated countries or the allocated general allowance. This assessment
takes into account general economic and business conditions, recent loan loss
experience, and trends in credit quality and concentrations. This allowance
also reflects model and estimation risks. This allowance does not represent
future losses or serve as a substitute for the allocated general allowance.
ASSET SECURITIZATION The Bank periodically enters into securitization
transactions involving residential and commercial mortgage loans, consumer
loans, personal loans and credit card receivables by selling them to special
purpose entities or trusts (securitization vehicles) that issue securities to
investors. These transactions are recorded as sales when the Bank is deemed to
have surrendered control over the assets sold. Prior to July 1, 2001,
securitization transactions were recorded in accordance with the Emerging Issues
Committee's Abstract No. 9 entitled "Transfer of Receivables" (EIC No. 9) of the
CICA Handbook. For securitization transactions carried out on or after July 1,
2001, the Bank has applied the CICA Accounting Guideline No. 12, entitled
"Transfer of Receivables". Prior to July 1, 2001, gains on securitization
transactions were amortized to income over time, while losses were recognized as
incurred. For securitization transactions that provide for the payment of the
proceeds of the sale when the sum of interest and fees collected from borrowers
exceeded the yield paid to investors, these proceeds were considered income when
the amount could legally be paid by the trust. Subsequent to July 1, 2001, gains
and losses are recognized in income on the date of the transaction. Transactions
entered into prior to July 1, 2001, or completed after that date pursuant to
commitments to sell prior to July 1, 2001, have not been restated and the
deferred gains and other income will continue to be recorded under the original
terms of the agreements.
As part of the securitization transactions, the Bank may retain interests in the
securitized loans in the form of one or more subordinated tranches, servicing
rights and in some cases, a cash reserve account. Gains or losses on the sale of
loans depend in part on the allocation of the previous carrying amount of the
loans between the assets sold and the retained interests. This allocation is
based on their relative fair value at the date of transfer. Fair value is based
on market prices, when available. However, as quotes are usually not available
for retained interests, fair value is determined using the present value of
future expected cash flows estimated in relation to assumptions on credit
losses, prepayment rates, forward yield curves, and discount rates commensurate
with the risks involved.
The Bank generally transfers the loans on a fully serviced basis. When they are
securitized, a servicing liability amount is carried forward and amortized to
income over the term of the transferred loans.
Retained interests are recorded at cost and included under investment account
securities. Any decline in the value of retained interests that is other than
temporary is recorded in income.
GUARANTEED MORTGAGE LOANS The Bank finances a portion of its residential
mortgage loan portfolio through the mortgage-backed securities program provided
for in the National Housing Act. Under this program, the Bank pools eligible
mortgage loans and sells ownership rights in these pools to investors. Investors
are paid a pre-set coupon rate and the principal from the underlying mortgages.
The Canada Mortgage and Housing Corporation (CMHC) unconditionally guarantees
the payments to the investors. The Bank continues to service the mortgage loans
thus securitized.
The Bank is committed to the CMHC to make sufficient funds regularly available
to the central payor and transfer agent to pay the amounts due to investors,
whether or not the mortgagors have made their payments. Moreover, the Bank must
place all funds due to investors at maturity of the securities at the disposal
of the central payor and transfer agent. Should the Bank default, the CMHC can
assign the servicing of the securitized loans to another servicer.
Page 83
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Issuance costs for mortgage-backed securities include the direct costs incurred
in assembling and selling the securities and the discount at sale. These costs
are charged in their entirety to the Consolidated Statement of Income at the
time of sale by way of a deduction from the proceeds of the sale of securities.
The normal servicing fees which the Bank collects for servicing the securitized
mortgage loans are set at 25 basis points. They are credited to other income
when collected.
The Bank also collects a net interest spread over the life of the
mortgage-backed securities. This spread is the interest collected from
mortgagors less the sum of the interest paid to investors and the normal
servicing fees. The estimated present value of the net interest spread is added
to the proceeds from the sale of securities as a receivable and is included in
establishing the gains or losses at the date of sale. This receivable is drawn
down as mortgage payments are received and the resulting yield is charged to
interest income.
ACCEPTANCES AND CUSTOMERS' LIABILITY UNDER ACCEPTANCES The potential liability
of the Bank under acceptances is recorded as a liability in the Consolidated
Balance Sheet. The Bank's potential recourse towards customers is recorded as an
equivalent offsetting asset.
PREMISES AND EQUIPMENT Premises and equipment are recognized at cost less
accumulated amortization and are amortized over their estimated useful lives
according to the following methods and rates:
Methods Rates
------- -----
Buildings (a) or (b) 2% to 14%
Equipment and furniture (a) or (b) 20% to 50%
Leasehold improvements (a) (c)
(a) straight-line
(b) diminishing-balance
(c) over the lease term plus the first renewal option
INTANGIBLE ASSETS The intangible assets of the Bank arising from the
acquisition of subsidiaries or groups of assets are mainly formed of management
contracts with an indefinite life and as such are not amortized. These assets
are tested for impairment annually, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. The impairment test
consists in comparing the fair value of the asset with its carrying value. The
excess of the carrying value over the fair value of the asset is charged to
income in the period in which the impairment is determined. Intangible assets
with a finite useful life are amortized over appropriate periods. These assets
are written down when the long-term expectation is that their carrying values
will not be recovered. Any excess of the carrying value over the net recoverable
value is charged to income.
OBLIGATIONS RELATED TO SECURITIES SOLD SHORT These liabilities represent the
Bank's obligation to deliver securities it sold but did not own at the time of
sale. Gains and losses on the sale and the changes in fair value are recorded
under income for the year.
OBLIGATIONS RELATED TO SECURITIES SOLD UNDER REPURCHASE AGREEMENTS These
liabilities represent securities which the Bank has sold and simultaneously
committed to repurchase from the initial buyer at a specified price on a
specified date. Since ownership of the securities does not change, the
transaction is treated as a loan to the Bank. The securities are recorded at
cost and the interest expense is recorded on an accrual basis.
INCOME TAXES The Bank provides for income taxes under the tax liability method.
The Bank determines future income tax assets and future income tax liabilities
based on the differences between the carrying values and tax values of assets
and liabilities, according to income tax laws and income tax rates enacted or
substantially enacted on the date the variances are reversed. Future income tax
assets represent tax benefits related to deductions the Bank may claim to reduce
its taxable income in future years. No provision for future income taxes is
taken for the portion of retained earnings of foreign subsidiaries which is
permanently reinvested.
DERIVATIVE FINANCIAL INSTRUMENTS The Bank offers various types of derivatives
to accommodate the needs of its clients in managing their risk exposure and
their investment and trading activities. It also uses derivatives in its own
risk exposure and trading activities.
Page 84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
The main derivative instruments used by the Bank are over-the-counter foreign
exchange forward contracts, futures, forward rate agreements, swaps and options.
Derivatives used to accommodate the needs of clients and to enable the Bank to
generate income from its trading activities are recognized at their fair value
and the resulting gains or losses are recorded in income. When derivative
instruments are used to hedge assets and liabilities, notably against interest
rate and exchange rate risk, and they qualify as an effective hedge, the
resulting gains or losses are deferred and amortized to income on the same basis
as the hedged asset or liability.
INSURANCE REVENUES AND EXPENSES Premiums less claims and changes in actuarial
liabilities are reflected in other income. Investment income is included in
income from securities in the Consolidated Statement of Income. Administrative
costs are recorded in operating expenses in the Consolidated Statement of
Income.
ASSETS UNDER ADMINISTRATION AND ASSETS UNDER MANAGEMENT The Bank administers
and manages assets owned by clients but which are not reflected on the balance
sheet. Asset management fees are earned for providing investment management and
mutual fund services. Asset administration fees are earned for providing trust,
estate administration and custodial services. Fees are recognized and reported
in other income as the services are provided.
EMPLOYEE FUTURE BENEFITS The Bank records its obligations under employee
benefit plans as well as related costs, less the assets of the plans. The cost
of pensions and other post-retirement benefits earned by employees is
established by calculating the sum of the following: the current period benefit
cost (actuarial method); the notional interest on the actuarial debt of the
plans and the return on the plans; the amortization, over the estimated average
remaining working lives of employees, of actuarial gains and losses, and the
amounts resulting from the changes made to the assumptions and the plans. The
cumulative surplus of funding contributions over the amounts recorded as
expenses is recognized in "Other assets" while the cumulative cost of other
post-retirement benefits is recognized in "Other liabilities". The plan
investments are valued at their fair value for the purpose of calculating the
projected rate of return.
Past service costs arising from amendments to the plans are amortized on a
straight-line basis over the average remaining service period of active
employees on the date of the amendments. The portion of actuarial net gain or
actuarial net loss which exceeds 10% of either the accrued benefit obligation or
the fair value of the plan assets, whichever is higher, is amortized over the
average remaining service period of active employees. The average remaining
service period for pension benefit plans is 13 years for the employee pension
plan and 10 years for the designated employee plans. When the restructuring of
an employee benefit plan results simultaneously in a curtailment and settlement
of the obligations resulting from such plan, the curtailment is recorded first.
STOCK-BASED COMPENSATION PLANS The Bank's stock-based compensation plans
consist primarily of the Stock Appreciation Rights (SAR) Plan, the Stock Option
Plan and the Employee Share Ownership Plan, which are described in Note 15. The
compensation expense with respect to the SAR Plan is based on the expected
exercise rate, the vesting period, the excess of the market price over the
exercise price on the grant date of the award and taking hedges into account.
Contributions made by the Bank under the Employee Share Ownership Plan are
charged to income as paid. No compensation expense is recognized for these plans
when shares or stock options are issued to employees. Any consideration paid by
employees on exercise of stock options or purchase of shares is credited to
common share paid-up capital. The exercise price of each option awarded is equal
to the closing price of the common shares of the Bank on The Toronto Stock
Exchange on the business day preceding the grant date of the award.
COMPARATIVE FIGURES Certain comparative figures have been restated to conform
with the presentation adopted in fiscal 2002.
2. RECENT STANDARDS PENDING ADOPTION
STOCK-BASED COMPENSATION In 2001, the CICA issued a new standard on stock-based
compensation and other stock-based payments. This new standard brings Canadian
GAAP more closely in line with U.S. GAAP and is applicable to fiscal years
beginning on or after January 1, 2002. The Bank will adopt the new standard
effective November 1, 2002. It establishes standards for the recognition,
measurement and disclosure of stock-based compensation and other stock-based
payments made in exchange for goods and services. It requires that stock
appreciation rights and similar awards to be settled in cash are to be recorded
at fair value by valuing, on an ongoing basis, the
Page 85
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
2. RECENT STANDARDS PENDING ADOPTION (CONT.)
excess of the stock price over the exercise price of the option. The change in
the fair value of these awards must be recognized in the Consolidated Statement
of Income. The standard encourages, but does not require, the recognition in
income of a compensation cost for stock options using a fair value-based method.
The fair value of the stock options must be determined at the grant date and the
cost recognized in income over the vesting period. The Bank has chosen to record
the stock options awarded as of November 1, 2002 at fair value. The standard
contains special transitional provisions for recording stock appreciation rights
outstanding at the date of adoption of the recommendations. The cumulative
amount resulting from the adoption of this standard should be charged to the
balance of retained earnings as at November 1, 2002, without restatement of
prior years. The Bank has assessed the impact of the application of the standard
and concluded that it would have no impact on the balance of retained earnings
as at November 1, 2002. The impact of the adoption of this new standard on the
2003 financial statements has not yet been determined.
HEDGING RELATIONSHIPS In 2001, the CICA issued Accounting Guideline 13, "Hedging
Relationships". This Guideline identifies the circumstances in which hedge
accounting is appropriate and discusses the identification, designation,
documentation and effectiveness of hedging relationships and the discontinuance
of hedge accounting, but does not cover hedge accounting techniques. The
provisions of the new Guideline apply to fiscal years beginning on or after July
1, 2003. The Bank intends to adopt this Guideline effective November 1, 2003.
The impact of the adoption of this Guideline on the 2004 financial statements
has not yet been determined.
3. SECURITIZATION TRANSACTIONS
CMHC-GUARANTEED MORTGAGE LOANS During the year, the Bank securitized $1 billion
of CMHC-guaranteed mortgage loans through the creation of mortgage-backed
securities, and initially sold virtually all of these securities.
Mortgage-backed securities created and unsold are recorded in the Consolidated
Balance Sheet under "Securities -- Investment account". The Bank received net
cash proceeds of $1 billion and retained the rights to the excess spread of $39
million generated on the mortgage loans. A pre-tax gain of approximately $26
million, net of transaction fees, was recognized in the Consolidated Statement
of Income under "Securitization revenues".
MORTGAGE LOANS -- OTHER In 2000, the Bank sold approximately $1 billion of
mortgage loans for five units or more to a trust. These loans continue to be
accounted for in accordance with EIC No. 9.
CREDIT CARD RECEIVABLES Under the terms of a 1998 agreement, the Bank sells
credit card receivables on a revolving basis to a trust. In October 2001, the
Bank sold an additional ownership interest in its credit card receivables
portfolio to this trust. The Bank received cash proceeds of $50 million and
retained the rights to the excess spread generated on the receivables, net of
any credit losses. The Bank charged a management liability of approximately $0.3
million to the Consolidated Balance Sheet under "Other liabilities". A pre-tax
gain of approximately $1 million, net of transaction fees, was recognized in the
Consolidated Statement of Income under "Securitization revenues". During the
year, the Bank sold an additional $250 million in credit card receivables to
this trust. The Bank received cash proceeds of $249 million, net of an initial
reserve of $1 million and transaction fees, and retained the rights to the
excess spread of $7 million generated on the loans, net of any credit losses.
The Bank also charged a servicing liability of approximately $1 million and
recognized a pre-tax gain of approximately $6 million, net of transaction fees.
CONSUMER LOANS In January 2001, the Bank sold $700 million of its consumer loans
to a trust which continue to be accounted for in accordance with EIC No. 9. In
October 2001, the Bank sold an additional amount of $281 million in consumer
loans to this trust. The Bank received cash proceeds of $267 million, net of an
initial reserve of $14 million, and retained the rights to the excess spread
generated on the loans, net of any credit losses. The Bank also assumed a
servicing liability of approximately $3 million which is recorded in the
Consolidated Balance Sheet under "Other liabilities". A pre-tax gain of
approximately $4 million, net of transaction fees, was recognized in the
Consolidated Statement of Income under "Securitization revenues".
PERSONAL LOANS During the year, the Bank sold $515 million of fixed-rate
personal loans to a trust. It received cash proceeds of $480 million, net of an
initial reserve of $31 million and transaction fees, and retained the rights to
the excess spread generated on the loans, net of any credit losses. The Bank
also assumed a servicing liability of approximately $5 million which is recorded
in the Consolidated Balance Sheet under "Other liabilities". A pre-tax gain of
approximately $2 million, net of transaction fees, was recognized in the
Consolidated Statement of Income under "Securitization revenues".
Page 86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
3. SECURITIZATION TRANSACTIONS (CONT.)
The key assumptions used to value the sold and retained interests as at the
securitization date for transactions carried out during 2002 and 2001 were as
follows:
KEY ASSUMPTIONS
CMHC-
guaranteed
mortgage Credit card Consumer Personal
loans receivables loans loans
------------- ------------ ----------- ------------
2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Weighted average term (months) 31.8 35.7 - - - 17.2 14.6 -
Payment rate - - 30.1% 29.4% - - - -
Prepayment rate 18.0% 15.0% - - - 13.0% 24.0 -
Excess spread, net of credit losses 1.5% 1.5% 11.6% 10.6% - 0.7% 3.6% -
Expected credit losses - - 3.3% 3.2% - 1.2% 1.2% -
Discount rate 4.9% 5.1% 21.0% 21.0% - 21.0% 21.0% -
The table below presents certain amounts recorded in the consolidated financial
statements with respect to securitization operations:
Securitization Investment account Other
revenues securities liabilities
--------------- ------------------------ -----------
Cash
Gain on disposal Retained deposits Servicing
of assets interests at a trust liabilities
---------------- ---------- ----------- -----------
2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Mortgage loans
- - CMHC-guaranteed 26 17 90 101 - - - -
- - Other - - - - 32 41 - -
Credit card receivables 16 1 13 1 6 5 2 -
Consumer loans - 4 4 11 18 33 1 3
Personal loans 4 - 18 - 24 - 5 -
--- --- --- --- --- --- --- ---
Total 46 22 125 113 80 79 8 3
The table below presents total securitized assets and certain credit data on the
securitized assets:
2002 2001
---------------------------------- ---------------------------------
Securitized Impaired Net credit Securitized Impaired Net credit
assets loans losses assets loans losses
----------- -------- ---------- ----------- -------- ----------
Mortgage loans
- - CMHC-guaranteed 4,027 - - 4,523 - -
- - Other 625 - - 805 - -
Credit card receivables 1,200 10 28 950 13 26
Consumer loans 348 5 6 695 8 2
Personal loans 515 1 1 - - -
----- --- --- ----- --- ---
Total 6,715 16 35 6,973 21 28
The table below summarizes certain cash flows received from securitization
vehicles:
CMHC-
guaranteed
mortgage Credit card Consumer Personal
loans receivables loans loans
------------ ----------- ----------- ------------
2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Proceeds from new securitizations 1,115 1,030 250 50 - 981 515 -
Proceeds collected and reinvested
in revolving securitizations - - 3,109 3,067 - - 136 -
Cash flows from retained interests
in securitizations 60 57 14 - 12 - 7 -
Page 87
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
3. SECURITIZATION TRANSACTIONS (CONT.)
As at October 31, the sensitivity of the current fair value of these retained
interests to immediate 10% and 20% adverse changes in key assumptions were as
follows:
SENSITIVITY OF KEY ASSUMPTIONS TO ADVERSE CHANGES
Credit
CMHC-guaranteed card Personal
mortgage loans receivables loans
--------------------- ----------- --------
Assumptions 2002 2001 2002 2002
- ----------- ---- ---- ---- ----
PREPAYMENT RATE 18.0% 15.0% 30.1% 24.0%
Impact on fair value of 10%
adverse change $(1.5) $(1.0) $(1.0) $(0.2)
Impact on fair value of 20%
adverse change $(2.9) $(2.0) $(1.8) $(0.5)
EXCESS SPREAD, NET OF CREDIT
LOSSES 1.5% 1.5% 11.6% 3.6%
Impact on fair value of 10%
adverse change $(6.1) $(5.3) $(1.4) $(1.8)
Impact on fair value of 20%
adverse change $(12.1) $(10.6) $(2.8) $(3.6)
DISCOUNT RATE 5.4% 5.6% 21.0% 21.0%
Impact on fair value of 10%
adverse change $(0.3) $(0.3) $(0.1) $(0.8)
Impact on fair value of 20%
adverse change $(0.7) $(0.6) $(0.1) $(1.6)
SERVICING 0.3% 0.3% 2.0% 1.0%
Impact on fair value of 10%
adverse change $(1.0) $(0.9) $(0.2) $(0.5)
Impact on fair value of 20%
adverse change $(2.0) $(1.8) $(0.5) $(1.0)
The changes in key assumptions had no material impact on the value of retained
interests in the case of credit card receivables in 2001 and consumer loans in
2001 and 2002. These sensitivities are hypothetical and should be used with
caution. Changes in fair value attributable to changes in assumptions generally
cannot be extrapolated because the relationship between the change in the
assumption and the change in fair value may not be linear. Changes affecting one
factor may result in changes to another, which might magnify or counteract the
sensitivities attributable to changes in assumptions.
Page 88
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
4. SECURITIES
Securities held are as follows:
No
Under 1 to 5 to Over specific 2002 2001
1 year 5 years 10 years 10 years maturity Total Total
------ ------- -------- -------- -------- ----- -----
INVESTMENT ACCOUNT
Securities issued or
guaranteed by
Canada
Unamortized cost 1,060 1,855 219 30 - 3,164 2,897
Fair value 1,076 1,918 226 30 - 3,250 3,022
Provinces
Unamortized cost 79 65 465 30 - 639 367
Fair value 82 68 468 31 - 649 377
Municipalities or
school boards
Unamortized cost - - 2 - - 2 16
Fair value - - 2 - - 2 16
Debt securities (1)
Unamortized cost 821 243 62 63 205 1,394 2,145
Fair value 819 240 59 47 205 1,370 2,135
Equity securities
Cost - - - - 1,513 1,513 1,377
Fair value - - - - 1,431 1,431 1,225
----- ----- ----- --- ----- ------ ------
UNAMORTIZED COST 1,960 2,163 748 123 1,718 6,712 6,802
----- ----- ----- --- ----- ------ ------
FAIR VALUE 1,977 2,226 755 108 1,636 6,702 6,775
TRADING ACCOUNT
Securities issued or
guaranteed by
Canada 4,485 1,792 427 115 - 6,819 5,432
Provinces 367 1,069 734 437 - 2,607 2,560
Municipalities or
school boards 113 180 27 17 - 337 385
Debt securities (1) 1,023 563 191 214 - 1,991 1,567
Equity securities - - - - 1,425 1,425 1,048
----- ----- ----- --- ----- ------ ------
5,988 3,604 1,379 783 1,425 13,179 10,992
----- ----- ----- --- ----- ------ ------
LOAN SUBSTITUTES (2) - - - - 76 76 78
----- ----- ----- --- ----- ------ ------
TOTAL CARRYING VALUE
OF SECURITIES 7,948 5,767 2,127 906 3,219 19,967 17,872
----- ----- ----- --- ----- ------ ------
TOTAL FAIR VALUE OF
SECURITIES 7,965 5,830 2,134 891 3,137 19,957 17,845
===== ===== ===== === ===== ====== ======
Where no organized market exists for which prices are publicly disclosed, the
fair value is estimated using the market prices of similar securities.
(1) Debt securities include loans restructured as bonds under the Brady Plan,
net of the country risk allowance. Such bonds are guaranteed by the United
States government and have longer maturities and more favourable conditions
for the borrowing country.
(2) The fair value of loan substitute securities is similar to the carrying
value.
2002 2001
--------------------------------------- -----------------------------------------
Gross Gross Gross Gross
Carrying unrealized unrealized Fair Carrying unrealized unrealized Fair
value gains losses value value gains losses value
-------- ---------- ---------- ----- -------- ---------- ---------- -----
INVESTMENT ACCOUNT
Securities issued or
guaranteed by
Canada 3,164 87 (1) 3,250 2,897 127 (2) 3,022
Provinces 639 14 (4) 649 367 10 - 377
Municipalities or
school boards 2 - - 2 16 - - 16
Debt securities 1,394 3 (27) 1,370 2,145 27 (37) 2,135
Equity securities 1,513 38 (120) 1,431 1,377 30 (182) 1,225
----- --- ---- ----- ----- --- ---- -----
TOTAL INVESTMENT
ACCOUNT 6,712 142 (152) 6,702 6,802 194 (221) 6,775
===== === ==== ===== ===== === ==== =====
Page 89
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31 (millions of dollars)
5. LOANS AND IMPAIRED LOANS
Impaired loans
-------------------------------
Country
Gross Specific risk General
amount Gross allowance allowance Net allowance
------ ----- --------- --------- --- ---------
October 31, 2002
Residential mortgage 12,867 23 3 - 20 - 20
Personal and credit card 5,561 33 12 - 21 - 21
Business and government 20,680 447 220 22 205 - 205
Securities purchased under reverse
repurchase agreements 2,366 - - - - - -
------ --- --- -- --- --- ----
41,474 503 235 22 246 - 246
General allowance (1) - - - - - 405 (405)
------ --- --- -- --- --- ----
41,474 503 235 22 246 405 (159)
October 31, 2001
Residential mortgage 11,875 46 6 - 40 - 40
Personal and credit card 5,866 129 21 - 108 - 108
Business and government 23,489 795 314 38 443 - 443
Securities purchased under reverse
repurchase agreements 4,041 - - - - - -
------ --- --- -- --- --- ----
45,271 970 341 38 591 - 591
General allowance (1) - - - - - 500 (500)
------ --- --- -- --- --- ----
45,271 970 341 38 591 500 91
(1) The general allowance for credit risk was taken for the Bank's loans in
their entirety.
Foreclosed assets held for sale in settlement of impaired loans which are
included in total impaired loans together with the related allowance for credit
losses amounted to $12 million and $4 million respectively as at October 31,
2002 compared to $13 million and $3 million as at October 31, 2001.
6. ALLOWANCE FOR CREDIT LOSSES
The changes made to allowances during the year are as follows:
Country
risk
Allocate Unallocated allowance
Specific general general (loans and 2002 2001
allowance allowance allowance securities) Total Total
--------- --------- ----------- ---------- ----- -----
Allowance at beginning of year 341 306 194 55 896 965
Transfer of allowance for assets
held for disposal (45) - - - (45) -
Amounts related to discontinued
operations 14 (65) - - (51) 120
Provision for credit losses
Related to regular operations 335 55 (85) - 305 205
Related to a revision of the
estimated allowance 185 - - - 185 -
Write-offs (644) - - (29) (673) (402)
Recoveries 49 - - - 49 8
---- --- --- -- ---- ----
Allowance at end of year 235 296 109 26 666 896
---- --- --- -- ---- ---
Portion related to loans 235 296 109 22 662 879
Portion related to securities - - - 4 4 17
Page 90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
7. PREMISES AND EQUIPMENT
2002 2001
-------- --------
Carrying Carrying
Accumulated value, value,
Cost amortization net net
---- ------------ -------- --------
Land 10 - 10 10
Buildings 98 43 55 58
Equipment and furniture 459 370 89 92
--- --- --- ---
567 413 154 160
Leasehold improvements 101 90
255 250
Amortization for the year recorded in
the Consolidated Statement of Income 58 48
8. INTANGIBLE ASSETS AND GOODWILL
Intangible
assets Goodwill
---------- --------
Balance as at October 31, 2001 12 305
Sale of asset-based lending operations in the United States - (22)
Acquisitions
Putnam Lovell Group Inc. - 68
Altamira Investment Services Inc. 171 308
Amortization (2) -
Other 3 2
--- ---
Balance as at October 31, 2002 184 661
=== ===
9. OTHER ASSETS
2002 2001
----- -----
Interest and dividends receivable 441 416
Income taxes receivable - 113
Future income tax assets (Note 16) 319 304
Prepaid expenses and receivables 653 1,319
Accrued benefit assets (Note 13) 95 92
Brokers' client accounts 306 1,055
Other 753 411
----- -----
2,567 3,710
===== =====
10. DEPOSITS
Payable Payable
Payable after on a fixed 2002 2001
on demand notice date TOTAL Total
--------- ------- ---------- ----- -----
Personal 1,886 6,325 14,396 22,607 21,857
Business and government 6,112 5,918 10,552 22,582 23,362
Deposit-taking institutions 123 25 6,353 6,501 6,217
----- ------ ------ ------ ------
8,121 12,268 31,301 51,690 51,436
===== ====== ====== ====== ======
Page 91
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
11. OTHER LIABILITIES
2002 2001
----- -----
Interest and dividends payable 442 595
Income taxes payable 81 30
Future income tax liabilities (Note 16) 194 203
Liabilities of a subsidiary 360 439
Accrued benefit liability (Note 13) 112 107
Trade and other payables 1,954 2,091
Brokers' client accounts 319 1,008
Other 534 428
----- -----
3,996 4,901
12. SUBORDINATED DEBENTURES
Debentures are subordinated in right of payment to the claims of depositors and
certain other creditors. During fiscal 2001, the Bank redeemed the subordinated
debenture convertible into common shares for the sum of $65 million. The $28
million loss, net of $17 million in income taxes, was charged to retained
earnings.
Denominated in
Interest foreign
Maturity date rate Characteristics currency 2002 2001
- ------------- -------- --------------- -------------------- ----- -----
December 2003 7.50% Not redeemable by the
Bank prior to maturity 45 45
August 2004 8.13% Not redeemable by the
Bank prior to maturity
unless the debentures
become subject to
foreign taxes US 26 40 42
November 2009 7.75% Not redeemable by the
Bank prior to maturity
unless the debentures
become subject to
foreign taxes US 250 389 397
June 2010 6.90% (1) Not redeemable prior
to June 7, 2005 350 350
October 2011 7.50% (2) Redeemable since
October 17, 2001 150 150
October 2012 6.25% (3) Not redeemable prior
to October 31, 2007 300 300
April 2014 5.70% (4) Not redeemable prior
to April 16, 2004 250 250
February 2087 variable (5) Redeemable at the
Bank's option since
February 28, 1993 (2001: US 71) US 44 68 113
----- -----
Total 1,592 1,647
===== =====
(1) Bearing interest at a rate of 6.90% until June 7, 2005, and thereafter at
an annual rate equal to the 90-day acceptance rate plus 1%.
(2) Bearing interest at a rate of 7.50% until October 17, 2006, and thereafter
at an annual rate equal to the 90-day acceptance rate plus 1%.
(3) Bearing interest at a rate of 6.25% until October 31, 2007, and thereafter
at an annual rate equal to the 90-day acceptance rate plus 1%.
(4) Bearing interest at a rate of 5.70% until April 16, 2009, and thereafter at
an annual rate equal to the 90-day acceptance rate plus 1%.
(5) Bearing interest at an annual rate of 1/8% above LIBOR.
The debenture maturities are as follows:
2003 -
2004 85
2005 -
2006 -
2007 -
2008 to 2012 1,189
2013 and thereafter 318
Page 92
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
13. EMPLOYEE FUTURE BENEFITS
The Bank's employee pension plans provide for the payment of benefits based on
the length of service and final average earnings of the employees covered by the
plans. The Bank also offers a variety of complementary insurance plans to
eligible present and retired employees and their dependants.
As at October 31, the information related to all defined benefit plans was as
follows:
Pension benefit plans Other benefit plans
---------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
PLAN ASSETS
Fair value at beginning of year 1,021 1,115 - -
Actual return on plan assets (39) (68) - -
Bank contributions 21 7 - -
Employees' contributions 13 12 - -
Benefits paid (51) (45) - -
----- ----- ---- ----
Fair value at end of year 965 1,021 - -
----- ----- ---- ----
ACCRUED BENEFIT OBLIGATION
Balance at beginning of year 1,118 1,023 107 101
Current service cost 40 36 6 9
Interest cost 78 75 7 7
Benefits paid (51) (45) (8) (10)
Curtailment gain - (6) - -
Amendments to plans 10 - - -
Actuarial loss (gain) (23) 35 (3) -
----- ----- ---- ----
Balance at end of year 1,172 1,118 109 107
----- ----- ---- ----
Funded status -- plan deficit (207) (97) (109) (107)
Unamortized net actuarial loss (gain) 302 189 (3) -
----- ----- ---- ----
Net accrued benefit assets (liabilities) 95 92 (112) (107)
===== ===== ==== ====
The above amounts which relate to the accrued benefit obligation and the fair
value of plan assets at year-end include the following amounts which relate to
plans with an accrued benefit obligation that exceeds assets:
Pension benefit plans Other benefit plans
---------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Fair value of plan assets 965 1,021 - -
Accrued benefit obligation 1,172 1,118 109 107
----- ----- ---- ----
Funded status -- plan deficit (207) (97) (109) (107)
===== ===== ==== ====
The material actuarial assumptions retained by the Bank to valuate its accrued
benefit obligation and benefit charge are as follows:
Pension benefit plans Other benefit plans
---------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Discount rate 7.00 7.00 7.00 7.00
Expected long-term rate of return
on plan assets 7.75 8.00 - -
Rate of compensation increase 4.25 4.25 3.25 3.25
For valuation purposes, the hypothetical annual growth rate of health care costs
covered per participant was set at 7.7% for 2002 (2001: 8.3%). According to the
assumption retained, this rate is expected to gradually decrease to 5.2% in 2008
and remain at that level thereafter. The effect of a 0.25% increase or decrease
in the expected long-term rate of return for pension plan assets on the Bank's
pension expense would be a $3 million decrease or increase, respectively.
Page 93
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
13. EMPLOYEE FUTURE BENEFITS (CONT.)
For the years ended October 31, the Bank's net benefit plan expense was as
follows:
Pension benefit plans Other benefit plans
----------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Current service cost during the year,
net of employees' contributions 27 24 6 9
Interest cost 78 75 7 7
Expected return on plan assets (87) (87) - -
Curtailment gain - (6) - -
--- --- -- --
18 6 13 16
14. CAPITAL STOCK
AUTHORIZED FIRST PREFERRED SHARES: An unlimited number of shares, without par
value, issuable for a maximum aggregate consideration of $1 billion. SECOND
PREFERRED SHARES: 15 million shares, without par value, issuable for a maximum
aggregate consideration of $300 million. COMMON SHARES: An unlimited number of
shares, without par value, issuable for a maximum aggregate consideration of $3
billion.
OUTSTANDING SHARES AND DIVIDENDS DECLARED 2002
-------------------------------------------
Shares outstanding Dividends declared
---------------------- ------------------
No. of $ $ Per
shares share
------ ---- --- -----
First preferred shares
Series 11 - - 2 0.5000
Series 12 5,000,000 125 8 1.6250
Series 13 7,000,000 175 11 1.6000
----------- ----- --- ------
Total preferred shares and dividends 12,000,000 300 21
----------- ----- --- ------
Common shares
Common shares at beginning of year 190,331,368 1,668
Issued pursuant to the Dividend
Reinvestment and Share Purchase
Plan and the Stock Option Plan 495,420 12
Issued pursuant to acquisitions 1,269,563 41
Repurchase of common shares (9,500,000) (82)
----------- ----- --- ------
Total common shares and dividends 182,596,351 1,639 174 0.9300
----------- ----- --- ------
Total dividends declared 195
=========== ===== === ======
OUTSTANDING SHARES AND DIVIDENDS DECLARED 2001
------------------------------------------
Shares outstanding Dividends declared
-------------------- ------------------
No. of $ $ Per
shares share
------ ----- --- -----
First preferred shares
Series 10 3,680,000 92 8 2.1875
Series 11 4,000,000 100 8 2.0000
Series 12 5,000,000 125 8 1.6250
Series 13 7,000,000 175 11 1.6000
----------- ----- --- ------
Total preferred shares and dividends 19,680,000 492 35
----------- ----- --- ------
Common shares
Common shares at beginning of year 189,474,149 1,653
Issued pursuant to the Dividend
Reinvestment and Share Purchase
Plan and the Stock Option Plan 857,219 15
Total common shares and dividends 190,331,368 1,668 156 0.8200
----------- ----- --- ------
Total dividends declared 191
Page 94
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
14. CAPITAL STOCK (CONT.)
CHARACTERISTICS OF FIRST PREFERRED SHARES (AMOUNTS IN DOLLARS)
SERIES 12 Redeemable at the Bank's option since May 15, 2001 at $25 per share in
cash, plus a premium if redeemed before May 15, 2003, and accrued and unpaid
dividends in accordance with the privileges and conditions related to such
preferred shares, subject to the prior approval of the Superintendent;
non-cumulative preferential dividends, payable quarterly in an amount of
$0.40625 per share.
Convertible at the Bank's option since May 15, 2001 into a number of common
shares determined by dividing the redemption price per share of the shares to be
converted by $3.00 or 95% of the weighted average price of common shares,
whichever is higher, subject to the approval of the stock exchange on which the
Bank's shares are listed.
Convertible at the holder's option on or after May 15, 2004 into common shares
in accordance with the privileges and conditions related to such preferred
shares, or into another series of preferred shares if the Bank's Board of
Directors should decide, by resolution at least 30 days prior to May 15, 2004,
to authorize a further series of first preferred shares, subject to the prior
approval of the Superintendent. The Bank may, upon notice of no less than two
business days prior to the conversion date, redeem the preferred shares to be
converted.
SERIES 13 Redeemable at the Bank's option, subject to the prior approval of the
Superintendent and upon notice of not more than 60 and not less than 30 days, i)
on August 15, 2005 and on the last day of each period of five years plus one day
thereafter (conversion date), in whole at any time or in part from time to time,
at a price equal to $25 per share in cash plus all declared and unpaid dividends
at the date fixed for redemption and, ii) after August 15, 2005, other than on a
conversion date, in whole but not in part, at a price equal to $25.50 per share,
plus all declared and unpaid dividends at the date fixed for redemption;
non-cumulative preferential dividends, at a quarterly rate of $0.40 per share
for the first five years and variable thereafter.
Convertible at the holder's option on August 15, 2005 or a subsequent
conversion date, into fully paid preferred shares, Series 14.
REDEMPTION OF PREFERRED SHARES (AMOUNTS IN DOLLARS) On February 15, 2002, the
Bank redeemed all 4,000,000 preferred shares, Series 11 outstanding at a price
of $25 per share for an aggregate consideration of $100,000,000. On November 16,
2001, the Bank redeemed all 3,680,000 preferred shares, Series 10 outstanding at
a price of $25 per share for an aggregate consideration of $92,000,000.
REPURCHASE OF COMMON SHARES Effective March 5, 2002, the Bank made a normal
course issuer bid for the repurchase of up to 9,500,000 common shares over a
12-month period ending no later than March 4, 2003. Purchases were made on the
open market at market prices through the facilities of The Toronto Stock
Exchange. Premiums paid above the average book value of the common shares were
charged to retained earnings. As at October 31, 2002, the Bank had repurchased
9,500,000 common shares at a cost of $306 million, which reduced common equity
capital by $82 million and retained earnings by $224 million.
RESERVED COMMON SHARES As at October 31, 2002, 4,512,919 common shares (2001:
4,817,022) were reserved under the Dividend Reinvestment and Share Purchase Plan
and 4,322,743 common shares (2001: 4,514,060) were reserved under the Stock
Option Plan.
In respect of the acquisition of Putnam Lovell Group, 476,119 common shares were
reserved, with issuance contingent upon certain profitability targets being met
in 2004.
RESTRICTION ON THE PAYMENT OF DIVIDENDS Under the Bank Act, the Bank is
prohibited from declaring dividends on its common or preferred shares if there
are reasonable grounds for believing that the Bank is, or the payment would
cause the Bank to be, in contravention of the regulations of the Bank Act or the
guidelines of the Superintendent with respect to capital adequacy and liquidity.
In addition, the ability to pay common share dividends is restricted by the
terms of the outstanding preferred shares whereby the Bank may not pay dividends
on its common shares without the approval of the holders of the outstanding
preferred shares, unless all preferred share dividends have been declared and
paid or set aside for payment.
SHAREHOLDER RIGHTS PLAN In 2001, the Bank adopted a Shareholder Rights Plan (the
"Rights Plan"). Under this plan, the Bank can issue subscription rights to all
its shareholders should a takeover or share exchange bid be made for more than
20% of the outstanding common shares of the Bank except in the event of a
permitted bid. Each right, with the exception of those held by the acquirer,
would entitle its holder to purchase from the Bank one common share on The
Toronto Stock Exchange (at 50% of the market price) on the stock acquisition
date, subject to certain anti-dilution adjustments. The Rights Plan will remain
in effect until March 7, 2004.
Page 95
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
15. STOCK-BASED COMPENSATION
THE BANK HAS THREE STOCK-BASED COMPENSATION PLANS:
STOCK APPRECIATION RIGHTS PLAN The Bank offers a Stock Appreciation Rights Plan
("SAR Plan") to senior management and other key employees of the Bank and its
subsidiaries ("designated employees"). Under the SAR Plan, when designated
employees exercise their SARs, they receive a cash amount equal to the
difference between the market price of a common share on the exercise date of
the SAR and the exercise price of the SAR. The exercise price of each SAR
awarded is equal to the market price of the stock at closing on the day before
the date of the award. The SARs vest evenly over a four-year period and expire
10 years from the award date or, in certain circumstances set out in the SAR
Plan, expire within specified time limits. The expense recognized in respect of
the SAR Plan was $4 million in 2002 and in 2001.
2002 2001
------------------------------ -----------------------------
Number Weighted average Number Weighted average
SAR PLAN of SARs exercise price of SARs exercise price
- ----------- --------- ------------------ ---------- ----------------
Outstanding at beginning of year 2,322,025 $17.22 4,780,925 $20.45
Granted 26,500 $28.01 79,300 $24.90
Exercised (413,900) $16.79 (535,100) $19.75
Cancelled (65,400) $18.36 (2,003,100) $24.56
--------- ------ ---------- ------
Outstanding at end of year 1,869,225 $17.42 2,322,025 $17.22
Exercisable at end of year 1,051,832 $16.87 892,850 $16.05
SARS OUTSTANDING
SARs Exercisable
Exercise price outstanding SARs Expiry date
- -------------- ----------- ----------- --------------
$13.50 249,525 249,525 December 2006
$24.50 22,150 22,150 December 2007
$25.00 32,275 24,206 December 2008
$17.35 1,483,425 741,713 December 2009
$24.90 56,950 14,238 December 2010
$28.01 24,900 - December 2011
--------- ---------
Total 1,869,225 1,051,832
STOCK OPTION PLAN The Bank offers a Stock Option Plan to senior management and
other key employees of the Bank and its subsidiaries ("designated employees").
Under the Bank's Stock Option Plan, options are periodically granted to
designated employees. These options provide employees with the right to
subscribe for common shares of the Bank at an exercise price equal to the market
price of shares on the day before the date of the award. The options vest evenly
over a four-year period and expire 10 years from the award date or, in certain
circumstances set out in the Stock Option Plan, expire within specified time
limits. The maximum number of common shares that could be issued under the Stock
Option Plan was 18,930,437 as at October 31, 2002. The maximum number of common
shares reserved for a participant may not exceed 5% of the total number of Bank
shares issued and outstanding. Each participant in the SAR Plan who is a
resident of Canada can exchange each SAR held for a stock option governed by the
Stock Option Plan at an exercise price representing the market value of a common
share at closing on the day before its exchange.
2002 2001
------------------------------ -----------------------------
Number Weighted average Number Weighted average
STOCK OPTION PLAN of options exercise price of options exercise price
- ------------------ ---------- ------------------ ---------- ----------------
Outstanding at beginning of year 4,517,975 $22.16 1,501,615 $11.92
Granted 1,882,840 $28.01 3,612,875 $25.06
Exercised (608,818) $18.82 (563,190) $13.34
Cancelled (99,175) $25.88 (33,325) $25.05
--------- ------ --------- ------
Outstanding at end of year 5,692,822 $24.38 4,517,975 $22.16
Exercisable at end of year 2,466,587 $21.35 2,146,857 $19.03
Page 96
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
15. STOCK-BASED COMPENSATION (CONT.)
OPTIONS OUTSTANDING
Stock options Exercisable
Exercise price outstanding stock options Expiry date
- -------------- ------------- ------------- -------------
$11.00 416,925 416,925 December 2005
$13.50 296,650 296,650 December 2006
$25.20 742,475 742,475 December 2007
$25.20 829,557 622,168 December 2008
$24.90 1,553,475 388,369 December 2010
$28.01 1,853,740 -- December 2011
--------- ---------
Total 5,692,822 2,466,587
========= =========
EMPLOYEE SHARE OWNERSHIP PLAN Under the Bank's Employee Share Ownership Plan,
employees who meet the eligibility criteria can contribute up to 8% of their
annual gross salary by way of payroll deductions. The Bank matches 25% of the
employee contribution amount, to a maximum of $1,500 per annum. All Bank
contributions vest in the employee after one year of continuous participation in
the Plan, and all subsequent contributions vest immediately. The Bank's
contribution, amounting to $3.3 million in 2002 ($2.8 million in 2001), was
charged to income as paid.
16. INCOME TAXES
The Bank's income taxes for the fiscal year ended October 31 in the consolidated
financial statements were as follows:
2002 2001
---- ----
CONSOLIDATED STATEMENT OF INCOME
Income taxes 150 278
---- ----
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Income taxes related to:
Redemption of debenture -- (17)
Restatement related to accrued benefit liabilities -
Other benefit plans -- (34)
Dividends on preferred shares, Series 10, 11, 12 and 13 2 2
Unrealized foreign exchange losses (gains) 7 (12)
---- ----
9 (61)
---- ----
159 217
---- ----
Income taxes were as follows:
Current income taxes 179 150
Future income tax expense (benefit) related to the
origination and reversal of temporary differences (20) 67
---- ----
Income taxes 159 217
---- ----
The temporary differences and carry forwards resulting in future income tax
assets and liabilities were as follows:
2002 2001
---- ----
Future income tax assets
Allowance for credit losses and other expenses 284 269
Accrued benefit liabilities - Other benefit plans 35 35
---- ----
319 304
---- ----
Future income tax liabilities
Capital assets 14 15
Securitization 24 15
Investment in a company - 27
Accrued benefit assets - Pension benefit plans 26 28
Other 130 118
---- ----
194 203
---- ----
Future income tax assets, net 125 101
---- ----
Page 97
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
16. INCOME TAXES (CONT.)
Reconciliation of the Bank's income tax rate for the fiscal years ended on
October 31 was as follows:
2002 2001
--------------- ----------------
$ % $ %
Income before income taxes, non-controlling interest,
discontinued operations and goodwill charges 498 100.0 933 100.0
----- ----- ----- ------
Income taxes at Canadian statutory income tax rate 183 36.7 355 38.1
----- ----- ----- ------
Increase (reduction) in income tax rate due to:
Tax-exempt income from securities, mainly
dividends from Canadian corporations (17) (3.4) (39) (4.2)
Rates applicable to subsidiaries abroad (37) (7.4) (23) (2.4)
Federal large corporations tax and surtax 7 1.4 7 0.8
Gain realized on the sale of operations and
impairment charge on an investment 24 4.8 (17) (1.9)
Other items (10) (2.0) (5) (0.6)
----- ----- ----- ------
(33) (6.6) (77) (8.3)
----- ----- ----- ------
Income taxes and effective income tax rate 150 30.1 278 29.8
17. INCOME PER SHARE
Diluted income before goodwill charges per common share and diluted net income
per common share were calculated based on income before goodwill charges and net
income, net of dividends on non-convertible preferred shares divided by the
average number of common shares outstanding.
BASIC AND DILUTED INCOME PER COMMON SHARE
2002 2001
-------- --------
INCOME BEFORE DISCONTINUED OPERATIONS
Income before discontinued operations and goodwill
charges $ 318 $ 627
Goodwill charges -- 19
Dividends on preferred shares 21 35
-------- --------
Income before discontinued operations available
to common shareholders - basic and diluted $ 297 $ 573
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (thousands)
Average basic number of common shares outstanding 186,608 189,928
Adjustment to number of common shares:
Stock options potentially exercisable 1,119 887
-------- --------
Average diluted number of common shares outstanding 187,727 190,815
-------- --------
18. COMMITMENTS AND CONTINGENT LIABILITIES
COMMITMENTS As at October 31, 2002, minimum commitments under leases, contracts
for out-sourced information technology services, and other leasing agreements
were as follows:
Service Equipment
Premises contracts and furniture Total
-------- --------- ------------- -----
2003 97 212 2 311
2004 88 161 2 251
2005 84 152 1 237
2006 77 151 - 228
2007 70 148 - 218
2008 and thereafter 448 506 - 954
----- ----- ----- -----
864 1,330 5 2,199
Page 98
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
18. COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)
PLEDGED ASSETS Securities with a carrying value of $10,593 million (2001:
$11,131 million) have been pledged as collateral for various types of funding
transactions including obligations related to securities sold under repurchase
agreements and obligations related to securities sold short. Included in the
above amount are assets with a carrying value of $121 million (2001: $171
million) deposited as collateral in order to participate in clearing and payment
systems and depositories.
CREDIT INSTRUMENTS In the normal course of business, the Bank enters into
various off-balance sheet commitments. The credit instruments used to meet the
financing needs of its clients represent the maximum amount of additional credit
that the Bank could be obligated to extend if the commitments were fully
utilized.
As at October 31 2002 2001
- ---------------- ------ ------
Letters of guarantee (1) 947 1,335
Documentary letters of credit (2) 183 249
Credit card loans (3) 3,964 3,768
Commitments to extend credit (3)
Original term of one year or less 2,787 4,668
Original term of more than one year 9,504 10,296
- ----------
(1) Letters of guarantee are firm commitments by the Bank to make payments on
behalf of a client that is unable to meet its contractual obligations to a
third party. They represent the same credit risk as loans.
(2) Documentary letters of credit are documents issued by the Bank which are
used in international trade to enable a third party to draw drafts on the
Bank up to an amount established under specific terms and conditions, and
are collateralized by the delivery of the goods they represent.
(3) Credit card loans and commitments to extend credit represent the unused
portions of credit authorizations granted in the form of loans,
acceptances, letters of guarantee and documentary letters of credit. The
Bank is required at all times to make the unused portion of the
authorization available, subject to certain conditions.
LITIGATION The Bank and its subsidiaries are engaged in various legal
proceedings arising in the normal course of business. Most of these proceedings
are related to lending activities, and are in reaction to measures taken by the
Bank and its subsidiaries to collect delinquent loans. In management's opinion,
the aggregate amount of potential liability related thereto will not have a
material impact on the Bank's financial position.
19. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are financial contracts whose value is derived
from an underlying interest rate, exchange rate, or equity, commodity or credit
instrument or index. The Bank uses derivatives to accommodate the needs of its
clients as well as for its own risk management and trading activities.
The main derivative financial instruments used are defined as follows:
Foreign exchange forward contracts are tailor-made agreements transacted between
counterparties in the over-the-counter ("OTC") market to buy or sell foreign
currencies for delivery on a future date at a specified rate.
Futures are contractual obligations to buy or deliver a specific amount of
currency, commodities or financial instruments on a future date at a specified
price. Futures are standardized contracts traded on organized exchanges and are
subject to daily cash margining.
Forward rate agreements are contracts fixing an interest rate to be paid or
received, calculated on a notional amount with a specified maturity commencing
at a specified future date.
Swaps are transactions in which two parties agree to exchange cash flows having
specific characteristics (in terms of fixed or floating rates, currency,
commodity price, index or other) based on a specified notional amount for a
specified period of time.
Page 99
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
19. DERIVATIVE FINANCIAL INSTRUMENTS (CONT.)
Options are agreements between two parties in which the writer of the option
grants the buyer the right, but not the obligation, to buy or to sell, at or by
a predetermined date, a specific amount of currency, commodities or financial
instruments at a price agreed to when the option is arranged. The writer
receives a premium for selling this instrument.
Notional amounts, upon which payments are based, are not indicative of the
credit risk associated with derivative financial instruments.
Remaining term to maturity 2002 2001
-------------------------------------- --------- ---------
Contracts held Contracts held
for trading Within 3 to 12 1 to 5 Over Total for trading Total
purposes 3 months months years 5 years contracts purposes contracts
-------------- -------- ------- ------- ------- -------- -------------- ---------
FOREIGN EXCHANGE CONTRACTS
OTC CONTRACTS
Forwards 7,340 3,403 2,357 1,580 -- 7,340 9,692 9,692
Swaps 37,370 22,533 15,053 3,130 457 41,173 34,059 39,554
Options purchased 7,470 5,683 1,307 480 -- 7,470 10,255 10,255
Options written 6,798 4,547 1,773 478 -- 6,798 8,329 8,329
------- ------- ------ ------ ----- ------- ------- -------
Total 58,978 36,166 20,490 5,668 457 62,781 62,335 67,830
------- ------- ------ ------ ----- ------- ------- -------
EXCHANGE-TRADED CONTRACTS
Futures
Long positions 28 28 -- -- -- 28 601 601
Short positions 110 41 54 15 -- 110 88 88
Options purchased 137 119 18 -- -- 137 16 16
Options written 298 141 157 -- -- 298 42 42
------- ------- ------ ------ ----- ------- ------- -------
Total 573 329 229 15 -- 573 747 747
------- ------- ------ ------ ----- ------- ------- -------
INTEREST RATE CONTRACTS
OTC CONTRACTS
Forward rate agreements 8,561 7,316 1,245 -- -- 8,561 8,510 8,510
Swaps 41,121 16,496 18,804 28,082 4,437 67,819 52,557 77,398
Options purchased 11,514 4,742 6,352 420 8 11,522 6,273 6,369
Options written 16,135 4,312 11,182 641 -- 16,135 19,285 19,285
------- ------- ------ ------ ----- ------- ------- -------
Total 77,331 32,866 37,583 29,143 4,445 104,037 86,625 111,562
------- ------- ------ ------ ----- ------- ------- -------
EXCHANGE-TRADED CONTRACTS
Futures
Long positions 4,332 824 4,669 468 -- 5,961 8,574 8,851
Short positions 7,607 6,231 1,915 28 -- 8,174 4,419 7,924
Options purchased 11,220 14,951 6,827 617 -- 22,395 25,511 32,025
Options written 21,283 29,456 14,109 -- -- 43,565 35,583 44,806
------- ------- ------ ------ ----- ------- ------- -------
Total 44,442 51,462 27,520 1,113 -- 80,095 74,087 93,606
------- ------- ------ ------ ----- ------- ------- -------
EQUITY AND COMMODITY CONTRACTS
OTC CONTRACTS
Futures 185 5 -- 36 144 185 503 503
Swaps 2,145 208 1,418 566 17 2,209 1,109 1,140
Options purchased 576 46 263 277 -- 586 483 499
Options written 391 1 237 150 3 391 531 535
------- ------- ------ ------ ----- ------- ------- -------
Total 3,297 260 1,918 1,029 164 3,371 2,626 2,677
------- ------- ------ ------ ----- ------- ------- -------
EXCHANGE-TRADED CONTRACTS
Futures
Long positions 101 100 1 -- -- 101 1,678 1,678
Short positions 872 862 10 -- -- 872 1,663 1,663
Options purchased 406 393 9 4 -- 406 153 153
Options written 296 294 -- 2 -- 296 58 58
------- ------- ------ ------ ----- ------- ------- -------
Total 1,675 1,649 20 6 -- 1,675 3,552 3,552
------- ------- ------ ------ ----- ------- ------- -------
TOTAL 2002 186,296 122,732 87,760 36,974 5,066 252,532 -- --
======= ======= ====== ====== ===== ======= ======= =======
Total 2001 229,972 139,885 93,256 42,270 4,563 279,974 229,972 279,974
======= ======= ====== ====== ===== ======= ======= =======
Page 100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
19. DERIVATIVE FINANCIAL INSTRUMENTS (cont.)
Credit risk on derivative financial instruments is the risk of a financial loss
occurring as a result of a counterparty defaulting on its obligations to the
Bank. The current replacement cost, which is the positive fair value of all
outstanding derivative financial instruments, represents the Bank's maximum
derivative credit exposure. The credit equivalent amount is calculated taking
into account the current replacement cost of all outstanding contracts in a gain
position, potential future exposure and the impact of master netting agreements.
The risk-weighted amount is the credit equivalent amount multiplied by the
counterparty risk factors prescribed by the Superintendent. The Bank negotiates
master netting agreements with counterparties with which it has significant
credit risk exposure resulting from derivative transactions. Such agreements
provide for the simultaneous close-out and settling of all transactions with a
counterparty in the event of default. Some of these agreements also provide for
the exchange of collateral between parties in the event that the fair value of
outstanding transactions between the parties exceeds an agreed threshold.
As at October 31, credit risk exposure on the derivatives portfolio was as
follows:
2002 2001
---------------------------------------------- -----------------------------------------------
Credit Risk- Credit Risk-
Notional Replacement equivalent weighted Notional Replacement equivalent weighted
amount cost amount amount amount cost amount amount
-------- ----------- ---------- -------- --------- ----------- ---------- --------
Foreign exchange contracts 63,354 314 815 221 68,577 471 1,098 379
Interest rate contracts 184,132 579 720 161 205,168 470 582 129
Equity and commodity contracts 5,046 345 602 161 6,229 119 375 141
------- ----- ----- --- ------- ----- ----- ---
Total 252,532 1,238 2,137 543 279,974 1,060 2,055 649
======= ===== ===== === ======= ===== ===== ===
The fair value of derivatives is determined before the impact of master netting
agreements. When available, market prices are used to determine the fair value
of derivatives. Otherwise, fair value is determined using pricing models that
incorporate current market prices and the contractual prices of the underlying
instruments, the time value of money, yield curves and volatility factors. If
necessary, fair value is adjusted to take market, model and credit risks into
account, as well as the related costs.
As at October 31, the fair value of derivative financial instruments was as
follows:
2002 2001
------------------------------------------- -------------------------------------------
Contracts held Contracts held Contracts held Contracts held
for trading for non-trading for trading for non-trading
purposes purposes purposes purposes
-------------------- -------------------- -------------------- --------------------
Gross Gross Gross Gross Gross Gross Gross Gross
assets liabilities assets liabilities assets liabilities assets liabilities
------ ----------- ------ ----------- ------ ----------- ------ -----------
Foreign exchange contracts 649 746 89 15 668 824 189 18
Interest rate contracts 433 408 729 192 577 529 736 218
Equity and commodity contracts 434 397 3 -- 161 136 7 6
----- ----- --- --- ----- ----- --- ---
Total 1,516 1,551 821 207 1,406 1,489 932 242
===== ===== === === ===== ===== === ===
As at October 31, the distribution of risk exposure by counterparty was as
follows:
2002 2001
------------------------ ------------------------
Credit Credit
Replacement equivalent Replacement equivalent
cost amount cost amount
----------- ---------- ----------- ----------
OECD governments 6 232 -- 172
OECD banks 1,947 1,369 1,659 974
Other 339 536 585 909
----- ----- ----- -----
Total 2,292 2,137 2,244 2,055
===== ===== ===== =====
Page 101
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
20. GEOGRAPHIC DISTRIBUTION OF EARNING ASSETS BY ULTIMATE RISK
2002 2001
----------------- -----------------
$ % $ %
------ ------ ------ ------
North America
Canada 57,171 86.5 55,420 82.1
United States 3,746 5.7 6,573 9.7
------ ----- ------ -----
60,917 92.2 61,993 91.8
------ ----- ------ -----
Europe
United Kingdom 1,228 1.9 861 1.3
France 352 0.5 691 1.0
Germany 1,024 1.5 513 0.8
Other 1,705 2.5 1,915 2.8
------ ----- ------ -----
4,309 6.4 3,980 5.9
------ ----- ------ -----
Latin America and Caribbean 390 0.7 698 1.0
------ ----- ------ -----
Asia and Pacific 436 0.6 807 1.2
------ ----- ------ -----
Middle East and Africa 24 0.1 41 0.1
------ ----- ------ -----
Earning assets as at September 30 66,076 100.0 67,519 100.0
Other assets as at September 30 6,777 8,128
Net change in assets in October 1,758 319
------ ----- ------ -----
Total assets as at October 31 74,611 75,966
====== ===== ====== =====
Earning assets are those which bear interest. Consequently, they do not include
cash, deposits with the Bank of Canada, cheques and other items in transit (net
value), customers' liability under acceptances, premises and equipment, and
other assets. The Bank's earning assets as at September 30 were distributed
according to the location of ultimate risk, namely, the geographic location of
the borrower or, if applicable, the guarantor. Earning assets are calculated net
of any allowance for credit losses, and are presented separately for each
country where the Bank's exposure exceeds an amount equal to 0.75% of total
earning assets.
There is no material concentration of credit risk in any given operating sector.
21. INTEREST RATE SENSITIVITY POSITION
Analyzing interest rate sensitivity gaps is one of the methods used by the Bank
to manage interest rate risk.
The following breakdown of assets and liabilities by maturity illustrates the
sensitivity of the Bank's balance sheet to interest rate fluctuations as at
October 31, 2002.
Page 102
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
21. INTEREST RATE SENSITIVITY POSITION (CONT.)
Non-
Floating Within 3 to 12 1 to 5 Over 5 interest
rate 3 months months years years sensitive Total
-------- -------- ------- ------- ------- --------- -------
ASSETS
Cash resources 1,419 2,661 2,519 -- -- 265 6,864
Effective yield 2.4% 2.0% -- --
Securities 113 2,949 4,886 5,768 3,108 3,143 19,967
Effective yield 3.9% 4.4% 3.9% 5.2%
Loans 16,385 10,373 5,525 8,184 345 -- 40,812
Effective yield 4.5% 6.2% 6.9% 7.7%
Other assets 313 -- -- -- -- 6,655 6,968
------ ------- ------ ------ ------ ------ ------
18,230 15,983 12,930 13,952 3,453 10,063 74,611
------ ------- ------ ------ ------ ------ ------
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits 11,659 18,595 7,494 13,580 362 -- 51,690
Effective yield 2.5% 3.6% 5.1% 5.2%
Other debt (1) 30 4,463 310 1,738 1,625 1,792 9,958
Effective yield 2.4% 3.0% 3.4% 5.2%
Subordinated debentures -- -- 68 885 639 -- 1,592
Effective yield -- 2.0% 6.5% 6.9%
Acceptances and other liabilities -- -- -- -- -- 7,470 7,470
Shareholders' equity -- -- -- 300 -- 3,601 3,901
------ ------- ------ ------ ------ ------ ------
11,689 23,058 7,872 16,503 2,626 12,863 74,611
------ ------- ------ ------ ------ ------ ------
On-balance sheet gap 6,541 (7,075) 5,058 (2,551) 827 (2,800) --
Derivative financial instruments -- (9,659) (785) 10,068 356 20 --
------ ------- ------ ------ ------ ------ ------
Total 6,541 (16,734) 4,273 7,517 1,183 (2,780) --
------ ------- ------ ------ ------ ------ ------
POSITION IN CANADIAN DOLLARS
On-balance sheet total 5,964 (2,065) 1,977 (2,871) 975 (4,042) (62)
Derivative financial instruments -- (8,259) (980) 8,427 (88) 292 (608)
------ ------- ------ ------ ------ ------ ------
Total 5,964 (10,324) 997 5,556 887 (3,750) (670)
------ ------- ------ ------ ------ ------ ------
POSITION IN FOREIGN CURRENCY
On-balance sheet total 577 (5,010) 3,081 320 (148) 1,242 62
Derivative financial instruments -- (1,400) 195 1,641 444 (272) 608
------ ------- ------ ------ ------ ------ ------
Total 577 (6,410) 3,276 1,961 296 970 670
------ ------- ------ ------ ------ ------ ------
TOTAL 2002 6,541 (16,734) 4,273 7,517 1,183 (2,780) --
------ ------- ------ ------ ------ ------ ------
TOTAL 2001 8,409 (20,577) 9,854 5,124 994 (2,952) 852
====== ======= ====== ====== ====== ====== ======
- ----------
(1) Represents obligations related to securities sold short and securities sold
under repurchase agreements.
Effective yield represents the weighted average effective yield based on the
earlier of contractual repricing or the maturity date.
Page 103
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
22. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the fair value of balance sheet financial
instruments based on the valuation methods and assumptions set out below.
Fair value represents the amount at which a financial instrument could be
exchanged in an arm's length transaction between willing parties under no
compulsion to act and is best evidenced by a quoted market price. If no quoted
market prices are available, the fair values presented are estimates derived
using present value or other valuation techniques and may not be indicative of
the net realizable value.
The fair values disclosed exclude the values of assets and liabilities that are
not considered financial instruments such as land, buildings, equipment and
furniture and other. Due to the judgement used in applying a wide range of
acceptable valuation techniques and estimations in calculating fair value
amounts, fair values are not necessarily comparable among financial
institutions. The calculation of estimated fair values is based on market
conditions at a specific point in time and may not be reflective of future fair
values.
2002 2001
------------------- -------------------
Carrying Fair Carrying Fair
value value value value
-------- ------- -------- -------
ASSETS
Cash resources 6,864 6,864 5,832 5,832
Securities 19,967 19,957 17,872 17,845
Loans 40,812 41,166 44,392 45,001
Other assets 6,968 6,968 7,870 7,870
------ ------ ------ ------
Total 74,611 74,955 75,966 76,548
====== ====== ====== ======
LIABILITIES
Deposits 51,690 52,175 51,436 52,132
Other liabilities 16,942 16,942 18,280 18,280
Subordinated debentures 1,592 1,697 1,647 1,727
------ ------ ------ ------
Total 70,224 70,814 71,363 72,139
====== ====== ====== ======
VALUATION METHODS AND ASSUMPTIONS
CASH RESOURCES, OTHER ASSETS AND OTHER LIABILITIES Due to their short-term
maturity, the fair value of these financial instruments is assumed to be equal
to their carrying value.
SECURITIES The fair value of securities is presented in Note 4 to the
consolidated financial statements. It is based on quoted market prices. If
quoted market prices are not available, fair value is estimated using the quoted
market prices of similar securities.
LOANS The fair value of floating-rate loans is assumed to be equal to their
carrying value. The fair value of other loans is estimated using a discounted
cash flow calculation that uses market interest rates currently charged for
similar new loans as at the balance sheet date applied to expected maturity
amounts (adjusted for any prepayments).
DEPOSITS The fair value of fixed-rate deposits is determined by discounting the
contractual cash flows, using market interest rates currently offered for
deposits with the same remaining terms to maturity. The fair value of deposits
with no stated maturity is assumed to be equal to their carrying value.
SUBORDINATED DEBENTURES The fair value of subordinated debentures is determined
by discounting the contractual cash flows, using market interest rates currently
offered for similar financial instruments with the same remaining terms to
maturity.
Page 104
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
23. IMPAIRMENT CHARGE
Given the significant decline in the market value of the common shares of
COGNICASE INC., the Bank carried out a valuation of the carrying value of its
investment in COGNICASE INC. Based on the best estimate of the value of the
investment in COGNICASE INC., an impairment charge of $137 million was recorded
during 2002 in the Consolidated Statement of Income under "Other income".
24. RELATED PARTY TRANSACTIONS
The Bank grants loans to its directors and officers under various conditions.
Total outstanding loans of this type amounted to:
2002 2001
---- ----
Mortgage loans 6 5
Other loans 144 107
Loans to directors are granted under market conditions for similar risks.
Residential mortgage loans to officers are granted at the market rate divided by
3 for the first $50,000 and the lesser of the market rate divided by 3 or the
market rate less 5% for the remainder. Other loans granted to officers are
chiefly personal lines of credit bearing interest at the Bank's prime rate
divided by 2 for the first $10,000 to $20,000, and the lesser of prime minus 3%
or prime divided by 2 for the remainder, up to an aggregate maximum of 50% of
the officer's salary.
25. SEGMENT DISCLOSURES
The Bank carries out its activities in three reportable segments described
hereinafter, the other operating segments being grouped together for
presentation purposes. Each reportable segment is distinguished by the services
offered, the type of client and the marketing strategies. The following summary
briefly describes the operations included in each of the Bank's reportable
segments.
PERSONAL BANKING AND WEALTH MANAGEMENT This segment comprises the branch
network, intermediary services, full-service retail brokerage, discount
brokerage, mutual funds, trust services, credit cards and insurance.
COMMERCIAL BANKING This segment includes commercial banking services in Canada
as well as real estate.
FINANCIAL MARKETS, TREASURY AND INVESTMENT BANKING This segment consists of
corporate financing and lending, treasury operations which include asset and
liability management, corporate brokerage and portfolio management.
OTHER This heading comprises securitization operations, gains on the sale of
operations, the impairment charge for an investment, certain non-recurring
items, discontinued operations and the unallocated portion of centralized
service units.
The accounting policies of the reportable segments are the same as those
described in the note on accounting policies, with the exception of net interest
income, other income and income taxes which are presented on a taxable
equivalent basis. Taxable equivalent basis is a calculation method that consists
in grossing up the tax-exempt income earned on certain securities by the amount
of income tax that otherwise would have been payable. Head office expenses are
recorded under segment results. The provision for credit losses for the segments
is determined based on expected losses, which are established through
statistical analysis. The difference between actual losses and expected losses
is recorded under the "Other" heading. The Bank assesses performance based on
income before goodwill charges. Intersegment revenues are recorded at the
exchange amount. Segment assets are average assets directly used in segment
operations.
Page 105
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
25. SEGMENT DISCLOSURES (CONT.)
RESULTS BY BUSINESS SEGMENT
Financial Markets,
Personal Banking Treasury and
and Wealth Commercial Investment
Management Banking Banking Other Total
---------------- ---------------- ------------------ ----------------- ----------------
2002 2001 2002 2001 2002 2001 2002 2001 2002 2001
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net interest income(1) 1,001 977 279 288 320 229 (127) (105) 1,473 1,389
Other income(1) 933 934 146 144 541 506 21 274 1,641 1,858
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total revenues 1,934 1,911 425 432 861 735 (106) 169 3,114 3,247
Operating expenses 1,452 1,420 153 152 431 366 4 51 2,040 1,989
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Contribution 482 491 272 280 430 369 (110) 118 1,074 1,258
Provision for credit losses 97 98 83 88 31 32 279 (13) 490 205
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income before income taxes,
non-controlling interest,
discontinued operations
and goodwill charges 385 393 189 192 399 337 (389) 131 584 1,053
Income taxes(1) 139 149 70 73 146 130 (119) 46 236 398
Non-controlling interest -- -- -- -- 3 3 27 25 30 28
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income before discontinued
operations and goodwill
charges 246 244 119 119 250 204 (297) 60 318 627
Discontinued operations -- -- -- -- -- -- 111 (45) 111 (45)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income before goodwill
charges 246 244 119 119 250 204 (186) 15 429 582
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Average assets 27,945 27,451 11,135 11,550 37,094 36,448 (6,882) (6,252) 69,292 69,197
- ----------
(1) Net interest income was grossed up by $29 million (2001: $51 million) and
other income by $57 million (2001: $69 million) in order to present them on
a taxable equivalent basis. An equal amount was added to income taxes.
RESULTS BY GEOGRAPHIC SEGMENT Total revenues are attributed to countries where
the client conducts its business. More than 94% of revenues are concentrated in
Canada.
26. DISCONTINUED OPERATIONS
LENDING OPERATIONS IN THE UNITED STATES On January 15, 2002, the Bank finalized
the sale of its asset-based lending operations in the United States to PNC
Financial Services Group. This transaction generated a gain of $79 million, net
of restructuring costs, and net of income taxes of $62 million. Moreover, $41
million of the general allowance for credit risk, less income taxes of $24
million, was reversed under "Discontinued operations". Taking into account the
results of these operations, the total contribution from discontinued operations
was $111 million, less income taxes of $82 million.
Page 106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
26. DISCONTINUED OPERATIONS (CONT.)
The results for discontinued operations were as follows:
2002 2001
---- ----
Interest income 52 299
Interest expense 24 197
---- ----
Net interest income 28 102
Other income 167 27
---- ----
Total revenues 195 129
Operating expenses 53 79
---- ----
Contribution 142 50
Provision for credit losses (51) 120
---- ----
Income (loss) before income taxes and goodwill charges 193 (70)
Income tax expense (benefit) 82 (27)
---- ----
Income before goodwill charges 111 (43)
Goodwill charges -- 2
---- ----
Net income (loss) 111 (45)
A total of $2.5 billion of asset-based loans were sold on January 15. The
remainder of the loans included in the agreement, representing $313 million as
at October 31, 2002, is shown on the balance sheet under the heading "Assets
held for disposal". They constitute the asset-based loans covered by an 18-month
servicing agreement with PNC Financial Services Group.
27. ACQUISITIONS
A) Putnam Lovell Group Inc.
On June 19, 2002, the Bank finalized its acquisition of U.S.-based investment
bank Putnam Lovell Group Inc. (Putnam Lovell), which in future will operate
under the name Putnam Lovell NBF.
Putnam Lovell is a premier investment boutique with a global practice in mergers
and acquisitions, structured finance, equity research, equity sales and trading
and private equity, all focused on the financial services industry.
The aggregate consideration paid at closing amounted to $27 million and
consisted of 807,294 common shares of the Bank valued at $26 million plus a cash
payment of $1 million. The value of the common shares issued was established on
the basis of the average closing price of Bank shares in the days preceding June
18, 2002, the date on which the number of shares was determined. Furthermore, as
part of the acquisition, the Bank issued 191,598 common shares valued at $6
million as compensation to a third party. The $68 million excess of the purchase
price over the fair value of the net liabilities assumed was allocated entirely
to goodwill.
An additional amount in the form of 476,119 common shares of the Bank valued at
$15 million will be paid in 2004, contingent upon certain profitability targets
being met and if applicable, will be added to goodwill.
The results of Putnam Lovell have been recorded in the Consolidated Statement of
Income as of its acquisition date, namely, June 19, 2002.
B) Altamira Investment Services Inc.
On August 12, 2002, the Bank concluded the acquisition of Altamira Investment
Services Inc. (Altamira), a manager and distributor of mutual funds.
The purchase price of $263 million consisted of $254 million in cash and 270,671
common shares of the Bank valued at $9 million.
Page 107
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
27. ACQUISITIONS (CONT.)
The tangible assets acquired amounted to $48 million while the liabilities
assumed amounted to $264 million and consisted primarily of Altamira debt. The
excess of the purchase price over the estimated fair value of the net
liabilities assumed was $479 million. Of this amount, $171 million of the excess
of the purchase price was allocated to Altamira management contracts and the
Altamira trademark as intangible assets, and the remaining $308 million was
allocated to goodwill. The intangible assets acquired have an indefinite useful
life and will not be amortized. The results of Altamira have been recorded in
the Consolidated Statement of Income as of its acquisition date, namely, August
12, 2002.
28. COMPARISON WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA
GENERAL ALLOWANCE FOR CREDIT RISK In 1998, in accordance with the guidance
provided by the Superintendent, the Bank increased its general allowance for
credit risk by $300 million and applied this one-time adjustment to retained
earnings. This adjustment was not in compliance with Canadian GAAP. In 2001,
after evaluating the adequacy of the general allowance for credit risk in
accordance with Canadian GAAP, the general allowance was raised to $403 million.
During 2002, following the sale of its asset-based lending operations in the
United States, the Bank reversed an amount of $65 million under "Discontinued
operations" ($41 million net of income taxes), representing the portion of the
general allowance related to its asset-based lending portfolio in the United
States. Following an evaluation of the adequacy of the general allowance for
credit risk as at January 31, 2002, the Bank established the allowance at $435
million. Since January 31, 2002, the general allowance for credit risk has
complied with Canadian GAAP and the accounting treatment prescribed by the
Superintendent.
Had the Bank followed Canadian GAAP during the year, net income would have
decreased by $57 million (2001: $126 million), the provision for credit losses
would have increased by $97 million (2001: $203 million, including $44 million
attributed to discontinued operations), income taxes would have decreased by $40
million (2001: $77 million, including $17 million attributed to discontinued
operations), and basic and diluted net income per common share would have
decreased by $0.31 and $0.30 respectively (2001: $0.66 basic and diluted).
There was no impact as at October 31, 2002 on the Consolidated Balance Sheet
(2001: $97 million increase in loans, $40 million decrease in other assets and
$57 million increase in retained earnings), on the Consolidated Statement of
Changes in Shareholders' Equity (2001: $57 million increase) nor on the book
value of common shares (2001: $0.30 increase).
Furthermore, had the Bank followed Canadian GAAP during the year, return on
common shareholders' equity before goodwill charges would have decreased by
1.61% (2001: 4.26%).
29. COMPARISON WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES
The consolidated financial statements of the Bank are prepared in accordance
with Canadian GAAP, other than the accounting for the general allowance for
credit risk which is in accordance with the accounting treatment of the
Superintendent described in Note 28. For the Bank, Canadian GAAP is, in all
material respects, in accordance with U.S. GAAP, except for the following:
NET INCOME 2002 2001
- ---------- ------ ------
REPORTED NET INCOME 429 563
Charge for other-than-temporary impairment 134 (134)
General allowance for credit losses (97) (203)
Sale of premises (2) (2)
Amortization of goodwill -- (1)
Loan securitization (7) (5)
Derivatives and hedging activities 38 61
Redemption of a debenture -- (45)
Income tax effect on above items 5 99
----- -----
NET INCOME PER U.S. GAAP 500 333
----- -----
NET INCOME PER COMMON SHARE, BASIC - U.S. GAAP $2.57 $1.57
NET INCOME PER COMMON SHARE, DILUTED - U.S. GAAP $2.55 $1.56
Page 108
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
29. COMPARISON WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES (CONT.)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2002 2001
- ---------------------------------------------- ---- ----
NET INCOME PER U.S. GAAP 500 333
Other comprehensive income
Change in unrealized gains and losses on securities
available for sale, net of income taxes of ($44) (2001: $19) (69) 31
Change in gains and losses on derivatives
designated as cash flow hedges,
net of income taxes of ($2) (2001: $82) 31 134
Minimum pension liability adjustment, net
of income taxes of ($3) (5) --
Change in unrealized foreign exchange gains
and losses, net of income taxes of $7 (2001: ($12)) (2) 8
---- ----
COMPREHENSIVE INCOME 455 506
==== ====
CONSOLIDATED CONDENSED BALANCE SHEET 2002 2001
- ------------------------------------ ---------------------------------- ----------------------------------
As Increase As Increase
reported (decrease) U.S. GAAP reported (decrease) U.S. GAAP
-------- ---------- --------- -------- ---------- ---------
ASSETS
Cash resources 6,864 -- 6,864 5,832 -- 5,832
Investment account securities 6,712 (25) 6,687 6,802 (36) 6,766
Trading account securities 13,179 -- 13,179 10,992 -- 10,992
Loan substitutes 76 -- 76 78 -- 78
Loans 40,812 2,173 42,985 44,392 2,547 46,939
Premises and equipment 255 84 339 250 90 340
Goodwill 661 22 683 305 22 327
Other assets 6,052 741 6,793 7,315 790 8,105
------ ------ ------ ------ ------ ------
Total assets 74,611 2,995 77,606 75,966 3,413 79,379
====== ====== ====== ====== ====== ======
LIABILITIES
Deposits 51,690 2,246 53,936 51,436 2,525 53,961
Other liabilities 16,942 520 17,462 18,280 687 18,967
Subordinated debentures 1,592 -- 1,592 1,647 -- 1,647
Non-controlling interest 486 -- 486 487 -- 487
------ ------ ------ ------ ------ ------
Total liabilities 70,710 2,766 73,476 71,850 3,212 75,062
------ ------ ------ ------ ------ ------
SHAREHOLDERS' EQUITY
Preferred shares 300 -- 300 492 -- 492
Common shares 1,639 24 1,663 1,668 24 1,692
Retained earnings 1,962 34 1,996 1,956 (39) 1,917
Accumulated other comprehensive
income -- 171 171 -- 216 216
------ ------ ------ ------ ------ ------
Total shareholders' equity 3,901 229 4,130 4,116 201 4,317
------ ------ ------ ------ ------ ------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 74,611 2,995 77,606 75,966 3,413 79,379
====== ====== ====== ====== ====== ======
Page 109
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
29. COMPARISON WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES (cont.)
IMPAIRMENT CHARGE According to Canadian GAAP, unless compelling evidence is
provided to indicate otherwise, a decrease in the value of an investment is
considered an other-than-temporary impairment when the carrying value exceeds
the market value for a prolonged period. The factors indicative of an impairment
that is other than temporary under Canadian GAAP differ from those in the United
States insofar as concerns the period during which the carrying value may exceed
the market value before it must be concluded that the decrease in value is an
other-than-temporary impairment. In comparison to Canadian GAAP, the period in
the United States is significantly shorter. Lastly, according to U.S. GAAP, when
there has been a loss in value of an investment that is other than a temporary
decline, the investment should be written down to fair value, based on market
prices.
INVESTMENT ACCOUNT SECURITIES According to U.S. GAAP, investment account
securities are separated into two categories: securities available for sale
(reported in the Consolidated Balance Sheet at fair value) and securities held
to maturity (reported in the Consolidated Balance Sheet at their unamortized
cost). Unrealized gains and losses on securities available for sale are
presented separately in "Accumulated other comprehensive income" under
shareholders' equity, while the change in unrealized gains and losses, net of
income taxes, is recorded in the Consolidated Statement of Comprehensive Income.
Under U.S. GAAP, the Bank records virtually all of the investment account
securities in the available for sale category.
GENERAL ALLOWANCE FOR CREDIT RISK In 1998, in accordance with the guidance
provided by the Superintendent, the Bank increased its general allowance for
credit risk by $300 million and applied this one-time adjustment to retained
earnings. This adjustment did not comply with Canadian or U.S. GAAP. In 2001,
the Bank increased the portion of its general allowance for credit risk in
accordance with U.S. GAAP by $203 million. During the first quarter of 2002,
following the sale of its asset-based lending operations in the United States,
the Bank reversed an amount of $65 million under "Discontinued operations",
representing the portion of the general allowance related to its asset-based
lending portfolio in the United States. Following an evaluation of the adequacy
of the general allowance for credit risk as at January 31, 2002, the Bank
established the allowance at $435 million. Since January 31, 2002, the general
allowance for credit risk has complied with Canadian and U.S. GAAP. Had the Bank
followed U.S. GAAP during the year, net income would have decreased by $57
million (2001: $126 million), the provision for credit losses would have
increased by $97 million (2001: $203 million, including $44 million attributed
to discontinued operations) and income taxes would have decreased by $40 million
(2001: $77 million, including $17 million attributed to discontinued
operations). The adjustment had no impact as at October 31, 2002 on the
Consolidated Balance Sheet (2001: a $97 million increase in loans, a decrease of
$40 million in other assets and a $57 million increase in retained earnings).
SALE OF PREMISES Under Canadian GAAP, the leases related to the head office
building were accounted for as a sales-type lease followed by an operating lease
as a lessee. Under U.S. GAAP (SFAS No. 98, entitled "Accounting for Leases"), in
order to be accounted for as a sales-type lease, title must be transferred by
the end of the lease term; otherwise, the leases must be accounted for as
operating leases.
AMORTIZATION OF GOODWILL In 1999, the value of the shares issued by the Bank in
order to acquire First Marathon Inc. was based on the market price of the shares
over a reasonable period of time before and after the acquisition date,
according to Canadian GAAP prior to July 1, 2002. According to U.S. GAAP, the
value of shares would have been based on the market price of the shares over a
reasonable period of time before and after the date the terms of the acquisition
were agreed to and announced. Had the Bank followed U.S. GAAP, goodwill and the
amount of common shares would have increased.
Page 110
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended October 31
(millions of dollars)
29. COMPARISON WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES (cont.)
LOAN SECURITIZATION A new Canadian GAAP standard became effective for loan
securitization transactions carried out as of July 1, 2001, substantially
harmonizing the Canadian accounting treatment with that required under U.S.
GAAP. However, certain differences remain with respect to transactions entered
into before July 1, 2001 and the conditions under which special purpose entities
("SPEs") require consolidation. Under Canadian GAAP, SPEs are consolidated only
when the Bank is deemed to control these SPEs and retains virtually all residual
risks and rewards of the SPEs. U.S. GAAP requires that SPEs be consolidated
unless they receive a substantial investment from an independent third party or
their activities are sufficiently limited. Certain SPEs with which the Bank has
entered into loan securitization transactions would require consolidation under
U.S. GAAP.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Under Canadian GAAP,
derivatives used in sales or trading activities are recorded on the Consolidated
Balance Sheet at fair value while other derivatives are recorded at cost. Under
the U.S. standard (SFAS No. 133, entitled "Accounting for Derivative Instruments
and Hedging Activities" as amended by SFAS No. 138), the Bank is required to
measure all derivatives at fair value and to recognize them on the Consolidated
Balance Sheet as an asset or liability. The U.S. standard contains specific
guidance regarding the documentation and designation of derivatives so that they
can be recorded as hedging instruments, the limits of hedging strategies and the
measurement of hedge ineffectiveness. Derivatives that cannot be recorded as
hedging instruments are recorded at fair value, and changes in fair value are
recorded in income. Changes in the fair value of derivatives designated as fair
value hedges are recorded in income and are generally offset by changes in the
fair value of the hedged items. With respect to derivatives used for cash flow
hedge transactions, changes in fair value are recorded as a separate item in the
Consolidated Statement of Comprehensive Income until the hedged items are
recognized in income. The ineffective portion of hedging relationships is
recognized in income on a quarterly basis.
REDEMPTION OF A DEBENTURE In 2001, the Bank redeemed the $20 million
subordinated debenture convertible into common shares for a cash consideration
of $65 million. In accordance with Canadian GAAP, the difference between the
amount paid and the carrying value was charged, net of income taxes, to retained
earnings. Under U.S. GAAP (SFAS No. 4, entitled "Reporting Gains and Losses from
Extinguishment of Debt"), the loss from redeeming the debentures must be charged
to income.
MINIMUM PENSION LIABILITY Under U.S. GAAP (SFAS No. 87, entitled "Employers'
Accounting for Pensions"), if the accrued benefit obligation, without salary
projections, exceeds the fair value of the pension plan, a liability (minimum
pension liability) equivalent to the difference must be recorded in the
Consolidated Balance Sheet. Recognition of an additional liability is required
in the event that the accumulated benefit obligation, without salary
projections, exceeds the fair value of the pension plan, and net accrued benefit
assets are recognized in the Consolidated Balance Sheet. If an additional
minimum liability is recognized, an equal amount shall be recognized as an
intangible asset, provided that the asset recognized does not exceed the amount
of unrecognized prior service cost. If an additional liability required to be
recognized exceeds unrecognized prior service cost, the excess shall be reported
under other comprehensive income, net of income taxes.
Page 111
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
STATISTICAL REVIEW
As at October 31
2002 2001 2000 1999 1998 1997(8) 1996(7) 1995 1994 1993
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BALANCE SHEET DATA
(millions of dollars)
Cash resources $ 6,864 $ 5,832 $ 5,655 $ 3,561 $ 4,852 $ 4,476 $ 3,528 $ 5,174 $ 3,765 $ 3,204
Securities 19,967 17,872 16,835 16,932 15,439(6) 10,010 8,414 7,285 6,071 5,985
Loans 40,812 44,392 46,739 43,891 45,507(6) 47,259 37,935 33,795 32,226 30,692
Customers' liability
under acceptances 2,988 3,593 3,640 2,962 2,658 2,273 1,725 1,293 1,255 1,081
Premises and equipment
and other assets 3,980 4,277 2,958 2,455 2,207 2,217 1,532 1,366 1,457 1,772
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total assets $74,611 $75,966 $75,827 $69,801 $70,663 $66,235 $53,134 $48,913 $44,774 $42,734
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Deposits $51,690 $51,436 $50,473 $49,984 $48,026 $43,270 $40,125 $40,424 $36,850 $35,113
Other liabilities 17,428 18,767 20,165 15,481 18,976 19,136 9,494 4,895 4,253 4,476
Long-term debt floating-
capital notes -- -- -- -- -- -- -- 106 113 137
Subordinated debentures 1,592 1,647 1,361 1,035 966 1,069 1,016 1,177 1,241 1,037
Capital stock
Preferred 300 492 492 317 317 376 376 376 532 426
Common 1,639 1,668 1,653 1,641 1,327 1,309 1,268 1,234 1,207 1,083
Retained earnings 1,962 1,956 1,683 1,343 1,051 1,075 855 701 578 462
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total liabilities and
shareholders' equity $74,611 $75,966 $75,827 $69,801 $70,663 $66,235 $53,134 $48,913 $44,774 $42,734
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Average assets $69,292 $69,197 $73,807 $69,387 $65,873 $55,685 $49,239 $47,582 $43,160 $39,657
Average capital funds(1) 5,249 5,020 4,660 3,512 3,886 3,744 3,511 3,620 3,230 2,871
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
INCOME STATEMENT DATA
(millions of dollars)
Net interest income $ 1,444 $ 1,338 $ 1,190 $ 1,187 $ 1,209 $ 1,235 $ 1,136 $ 1,170 $ 1,081 $ 996
Other income 1,584 1,789 1,878 1,232 1,108 1,030 970 712 719 635
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUES $ 3,028 $ 3,127 $ 3,068 $ 2,419 $ 2,317 $ 2,265 $ 2,106 $ 1,882 $ 1,800 $ 1,631
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Provision for credit losses 490 205 184 170 147 280 235 255 275 325
Operating expenses 2,040 1,989 2,120 1,615 1,535 1,451 1,402 1,219 1,158 1,036
Income taxes 150 278 239 213 239 209 130 146 131 81
Non-controlling interest 30 28 26 32 31 16 10 7 9 8
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
INCOME BEFORE DISCONTINUED
OPERATIONS AND GOODWILL
CHARGES 318 627 499 389 365 309 329 255 227 181
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Discontinued operations 111 (45) 29 36 24 42 -- -- -- --
Goodwill charges -- 19 19 8 73 9 11 10 10 6
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET INCOME $ 429 $ 563 $ 509 $ 417 $ 316 $ 342 $ 318 $ 245 $ 217 $ 175
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Page 112
STATISTICAL REVIEW
As at October 31
2002 2001 2000 1999 1998 1997(8) 1996(7) 1995 1994 1993
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
STOCK DATA
Number of common shares
(thousands) 182,596 190,331 189,474 188,729 171,616 170,461 167,151 163,963 160,976 148,474
Shareholders of record 28,549 29,766 30,795 32,048 32,902 34,433 36,549 39,053 41,974 46,121
Income before goodwill
charges per share, basic $ 2.18 $ 2.88 $ 2.65 $ 2.28 $ 2.12 $ 1.92 $ 1.82 $ 1.32 $ 1.18 $ 1.05
Net income per share, basic $ 2.18 $ 2.78 $ 2.54 $ 2.24 $ 1.69 $ 1.86 $ 1.76 $ 1.26 $ 1.12 $ 1.01
Dividend per share $ 0.93 $ 0.82 $ 0.75 $ 0.70 $ 0.66 $ 0.575 $ 0.49 $ 0.40 $ 0.40 $ 0.40
Stock trading range
High $ 34.93 $ 31.00 $ 25.25 $ 26.20 $ 31.25 $ 20.30 $ 13.90 $ 11.88 $ 11.63 $ 10.75
Low $ 24.70 $ 23.00 $ 16.40 $ 17.15 $ 20.10 $ 13.20 $ 10.38 $ 8.63 $ 8.25 $ 7.25
Close $ 29.39 $ 24.25 $ 24.95 $ 17.90 $ 23.05 $ 20.15 $ 13.00 $ 11.00 $ 9.38 $ 10.50
Book value $ 19.72 $ 19.04 $ 17.60 $ 15.81 $ 13.86 $ 13.99 $ 12.70 $ 11.88 $ 11.09 $ 10.41
Dividends on preferred shares
Series 5 -- -- -- -- 3.9531 3.3670 4.8235 5.9462 4.4495 4.6618
Series 7 -- -- -- -- 1.0306 0.8777 1.2576 1.5503 1.1601 1.2154
Series 8 -- -- -- -- 0.9883 0.8417 1.2059 1.4865 1.1125 1.1655
Series 10 -- 2.1875 2.1875 2.1875 2.1875 2.1875 2.1875 2.1875 2.1875 2.1875
Series 11 0.5000 2.0000 2.0000 2.0000 2.0000 2.0000 2.0000 2.0000 2.0000 2.0000
Series 12 1.6250 1.6250 1.6250 1.6250 1.6250 1.6250 1.6250 1.6250 1.0562 --
Series 13 1.6000 1.6000 0.5447 -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
FINANCIAL RATIOS
Return on common shareholders'
equity before goodwill
charges 11.3% 16.0% 16.0% 15.5% 14.6% 14.5% 15.1% 11.5% 11.1% 10.3%
Return on average assets 0.62% 0.80% 0.73% 0.62% 0.51% 0.62% 0.64% 0.51% 0.50% 0.44%
Return on average capital
funds 9.5% 12.5% 12.4% 13.2% 9.3% 10.5% 10.6% 8.3% 7.9% 7.3%(3)
Capital ratios - BIS
Tier 1 9.6% 9.6% 8.7% 7.7% 7.7% 8.1% 6.9% 6.8% 6.9% 6.2%(3)
Total 13.6% 13.1% 11.4% 11.0%(5) 10.7% 11.3% 10.2%(2) 10.4% 11.1% 9.6%(3)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER INFORMATION
Impaired loans
(millions of dollars) $ 246 $ 591 $ 544 $ 543 $ 547 $ 497 $ 506 $ 611 $ 744 $ 935
Number of Bank employees(4)
In Canada 11,287 11,676 11,050 11,744 11,641 11,245 11,022 10,249 10,423 11,822
Outside Canada 155 351 407 431 400 406 380 371 323 327
National Bank Financial &
Co. Inc. 3,147 2,294 2,419 2,489 1,895 1,676 1,425 1,578 1,481 1,398
Branches in Canada 530 546 586 649 646 641 632 629 641 650
Banking machines 823 834 802 761 744 738 712 624 551 496
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
- ----------
(1) Average capital funds include common shareholders' equity, redeemable
preferred shares and subordinated debentures.
(2) Taking into account the issuance of $150 million in subordinated debentures
on November 1, 1996
(3) Taking into account the redemption of $100 million in subordinated
debentures through the issuance of common shares as at November 1, 1993
(4) The number of employees is provided on a full-time equivalent basis. This
basis was changed in 1996.
(5) Taking into account the issuance of US $250 million in subordinated
debentures on November 2, 1999
(6) The securities figures were restated to include mortgage-backed securities
held by the Bank. Figures prior to fiscal 1998 have not been restated.
(7) Figures prior to 1996 have not been restated to reflect the fact that gains
and losses on securities previously recorded under "Interest income" were
reclassified as "Other income" as they could not be obtained through
reasonable effort.
(8) Figures prior to 1997 have not been restated to reflect the impact of
activities that were discontinued in 2001.
Page 113
NATIONAL BANK OF CANADA 2001-2002
CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARIES
PERCENTAGE OF
VOTING AND INVESTMENT
PRINCIPAL PARTICIPATING AT COST
NAME OFFICE ADDRESS SHARES (millions of dollars)
- ---- ----------------------- ------------- --------------------
National Bank Group Inc. Montreal, Canada 100% 517
National Bank Financial & Co. Inc. Montreal, Canada 100% 258
Natcan Insurance Company Limited Christ Church, Barbados 100% 1
Natcan Trust Company Montreal, Canada 100% 55
National Bank Trust Inc. Montreal, Canada 100% 155
National Bank Life Insurance Company Montreal, Canada 100% 10
Services Financiers Banque Nationale Inc. Montreal, Canada 100% --
National Bank Financial Services
(Investments) Inc. Montreal, Canada 100% --
National Bank Securities Inc. Montreal, Canada 100% --
Natcan Investment Management Inc. Montreal, Canada 75% 9
National Bank Discount Brokerage Inc. Montreal, Canada 100% 11
Innocap Investment Management Inc. Montreal, Canada 100% 1
National Bank Financial Planning Inc. Montreal, Canada 100% --
National Bank Realty Inc. Montreal, Canada 100% 6
Monexcor Inc. Montreal, Canada 100% --
FMI Acquisition Holding Inc. Montreal, Canada 100% 25
FMI Acquisition Inc. Montreal, Canada 100% 97
NBC Financial (U.K.) Ltd. London, United Kingdom 100% 48
Assurances generales Banque Nationale
(Gestion) Inc. Montreal, Canada 90% 17
Altamira Investment Services Inc. Toronto, Canada 100% 263
Alter Moneta Corporation Longueuil, Canada 59% 28
Natcan Holdings International Limited Nassau, Bahamas 100% 35
National Bank of Canada
(International) Limited Nassau, Bahamas 100% --
Natcan Finance (Asia) Limited Hong Kong, China 100% 8
NB Capital Corporation New York, United States 100% 286
NB Finance Ltd. Hamilton, Bermuda 100% 206
National Canada Finance LLC New York, United States 100% 867
National Canada Export Corporation New York, United States 100% --
NatBC Holding Corporation Florida, United States 100% 21
Natbank, National Association Florida, United States 100% --
NBC Global Risk Management Houston, United States 100% --
Page 114
SUPPLEMENTARY INFORMATION
Page 115
NATIONAL BANK OF CANADA 2001-2002
SUPPLEMENTARY INFORMATION
DIRECTORS
ANDRE BERARD JEAN GAULIN
Chairman of the Board Corporate Director
National Bank of Canada San Antonio, Texas, United States
Ile-des-Soeurs, Verdun, Quebec
PAUL GOBEIL
LAWRENCE S. BLOOMBERG Vice-Chairman of the Board
Advisor Metro Inc.
National Bank Financial Inc. Ile-des-Soeurs, Verdun, Quebec
Toronto, Ontario
SUZANNE LECLAIR
PIERRE BOURGIE President,
President and Chief Executive Officer and
Chief Executive Officer Chairwoman of the Board
Societe Financiere Bourgie Inc. Transit Truck Bodies Inc.
Outremont, Quebec Ile-des-Soeurs, Verdun, Quebec
GERARD COULOMBE BERNARD LEMAIRE
Chairman of the Board and Chairman of the Board
Senior Partner Cascades Inc.
Desjardins Ducharme Stein Monast Kingsey Falls, Quebec
Sainte-Marthe, Quebec
ROBERT PARIZEAU
FRANCOIS J. COUTU Chairman of the Board
President and AON Parizeau Inc.
Chief Executive Officer Montreal, Quebec
The Jean Coutu Group (PJC) Inc.
Outremont, Quebec E.A. (DEE) PARKINSON-MARCOUX
Consultant
BERNARD CYR Southern Pacific Petroleum
President Canmore, Alberta
Cyr Holding Inc.
Moncton, New Brunswick REAL RAYMOND
President and
SHIRLEY A. DAWE Chief Executive Officer
President National Bank of Canada
Shirley Dawe Associates Inc. Ile-des-Soeurs, Verdun, Quebec
Toronto, Ontario
ROSEANN RUNTE
NICOLE DIAMOND-GELINAS President
Vice-President and Old Dominion University
General Manager Norfolk, Virginia, United States
Aspasie Inc.
Saint-Barnabe Nord, Quebec JEAN TURMEL
President - Financial Markets,
JEAN DOUVILLE Treasury and Investment Bank
Chairman of the Board National Bank of Canada
UAP Inc. Outremont, Quebec
Ile-des-Soeurs, Verdun, Quebec
DENNIS WOOD
MARCEL DUTIL Chairman of the Board,
Chairman of the Board, President and
President and Chief Executive Officer
Chief Executive Officer Dennis Wood Holdings Inc.
The Canam Manac Group Inc. Magog, Quebec
Outremont, Quebec
Page 116
CORPORATE GOVERNANCE
The Bank believes that it is both essential and in the general interest of its
shareholders, customers and employees to adopt sound corporate governance
standards and practices. Directors oversee the management of the Bank with
integrity and in the best interests of the Bank, with the objective of improving
long-term shareholder value. The Management Proxy Circular of the Bank for the
2003 Annual Meeting of Shareholders describes the practices of the Bank with
regard to corporate governance, which incorporate the guidelines of The Toronto
Stock Exchange and contain a description of the committees of the Board, their
mandates and their activities.
FUNCTIONS OF THE BOARD OF DIRECTORS The Board adopted a mandate describing the
responsibilities that it assumes either directly or through its various
committees. These functions include strategic planning, reviewing major risks
for the Bank, succession planning, evaluating the performance of senior
management as well as assessing the integrity of internal control systems and
the presentation of financial information.
COMPOSITION OF THE BOARD As at October 31, 2002, the Board was composed of 20
directors. Through its Conduct Review and Corporate Governance Committee, the
Board reviews from time to time the impact of its size and composition on its
activities in order to maintain a balance between the competencies and
experience of directors that is conducive to supporting the Bank's strategic
orientations and needs in the future.
INDEPENDENCE OF THE BOARD AND ITS COMMITTEES The Board of the Bank designated
the Conduct Review and Corporate Governance Committee to ensure the
effectiveness and independence of the Board. As at October 31, 2002, five
directors were "related" to the Bank in accordance with the definition of
"unrelated director" in the guidelines of The Toronto Stock Exchange(1). On that
date, seven of the 20 directors were "affiliated with the Bank" as defined in
the Bank Act (2). In both cases, the Bank complies with the provisions of the
Bank Act and the guidelines of The Toronto Stock Exchange. Moreover, all the
committees of the Board are composed of outside directors. Only one related
director sits on a committee of the Board, namely, the Human Resources
Committee.
To increase the independence of the Board in relation to management, outside
directors meet from time to time during in camera sessions chaired by the Chair
of the Conduct Review and Corporate Governance Committee.
INFORMATION The effective functioning of the Board and its committees depends on
the quality of the information that directors receive and the quality of
solutions recommended. The officers and directors of the Bank work together and
share relevant information enabling them to make informed decisions that are in
the best interests of the Bank, its shareholders, customers and partners. After
each committee meeting, the chair of the committee in question reports to the
Board on the activities of the committee.
COMMUNICATION The Board establishes mechanisms to ensure effective communication
between the Bank, its shareholders, customers, financial analysts, the media and
the public. The Board favours transparency in the communication of information
to all shareholders, customers and the public at large. The Bank's quarterly
reports and the related conference calls are broadcast in real time on the
Bank's website (www.nbc.ca). Customer complaints that cannot be resolved through
the administrative procedures in effect at the Bank are handled by the Bank's
Ombudsman.
(1) An "unrelated director" is a director who is independent of management and
is free from any interest and any business or other relationship which
could, or could reasonably be perceived to, materially interfere with the
director's ability to act with a view to the best interests of the
corporation, other than interests and relationships arising from
shareholding.
(2) A director "affiliated with the Bank" is a director who is an officer or
employee of the Bank or of a corporation controlled by the Bank or a person
who, directly or through companies with whom such person is affiliated,
maintains significant relationships with the Bank covering a range of
business or shareholding situations, as well as the spouse of such person.
Page 117
NATIONAL BANK OF CANADA 2001-2002
SUPPLEMENTARY INFORMATION
OFFICERS
EXECUTIVE COMMITTEE OFFICERS OF SUBSIDIARIES
REAL RAYMOND YVES G. BRETON
President and Chief Executive Officer President, National Bank
Discount Brokerage Inc.
JEAN TURMEL
President - Financial Markets, PIERRE DESBIENS
Treasury and Investment Bank President and Chief Executive Officer
National Bank Life Insurance, and
G.F. KYM ANTHONY President and Chief Executive Officer
President and Chief Executive Officer National Bank Trust Inc.
National Bank Financial Inc.
CHARLES GUAY
PATRICIA CURADEAU-GROU President and Chief Operating Officer
Senior Vice-President National Bank Securities Inc.
Risk Management
CHRISTOPHER J. HODGSON
GISELE DESROCHERS President and Chief Executive Officer
Senior Vice-President Altamira Investment Services Inc.
Human Resources and Operations
MARC KNUEPP
JEAN HOUDE Chief Financial Officer
Senior Vice-President Altamira Investment Services Inc.
Corporate Affairs
LUC PAIEMENT
MICHEL LABONTE President - Individual Investor Services
Senior Vice-President National Bank Financial Inc.
Finance and Technology
SAM REDA
MICHEL LOZEAU President and Chief Operating Officer
Senior Vice-President Natcan Investment Management Inc.
E-Commerce
W. DAVID WOOD
TONY METI Executive Vice-President and
Senior Vice-President Chief Administrative Officer
Commercial Banking and National Bank Financial Inc.
International
MICHEL TREMBLAY VICE-PRESIDENTS
Senior Vice-President
Personal Banking and DANA ADES
Wealth Management Special Loans
LOUIS VACHON SANTO ALBORINO
Senior Vice-President Human Resources Operations
Treasury and Financial Markets
JEAN-LUC ALIMONDO
Europe/Middle East/Africa
SENIOR VICE-PRESIDENTS
DANIEL ARPIN
OLIVIER LECAT National Accounts, Quebec
Internal Audit
FRANCINE AUBERTIN
REJEAN LEVESQUE Project Office
Northern and Eastern Quebec
RICHARD BARRIAULT
LUC PAPINEAU Taxation
Wealth Management Advisory Services
PIERRE BLAIS
DENIS PELLERIN Government Affairs
Operational and
Market Risk Management JEAN BLOUIN
Credit and Investment Solutions
JEAN-CHARLES PETITCLERC
Information Technology ANDRE BOILEAU
Lower St. Lawrence
OMBUDSMAN
MICHEL BROUILLETTE
PIERRE DESROCHES Quebec Urban Community/Saguenay
VINCENT BUTKIEWICZ
Financial Markets and Derivatives
Page 118
JEAN-PAUL CARON MICHELLE LEDUC
Corporate Affairs Retail Credit
LINDA CATY BENOIT LORANGER
Corporate Secretary Alternative Networks
GILLES CHOQUET FRANCE MAFFEI
Monteregie and Central Quebec Human Resources Interventions
RENE COLLETTE J. ARCHIE MARSHALL
Personal and Commercial Banking, Atlantic Central, Southern and Western Ontario
SUZANNE COTE ANDRE MONDOR
Legal Affairs Sales and Service Strategies
JEAN DAGENAIS RENAUD NADEAU
Chief Accountant Wealth Management and
Specialized Networks
FRANCE DAVID
Treasury Operations JACQUES NAUD
Laval/North Shore
YVAN DESROSIERS
Saguenay/Lac St-Jean MARTIN OUELLET
Treasurer
LEVIS DOUCET
Montreal PAUL-ANDRE PARADIS
Montreal
PIERRE DUBREUIL
Specialized Products JACQUES PICHE
International, Cuba, ICO
MICHEL FAUBERT
Operations Optimization PAOLO PIZZUTO
West Island
LUC FREDETTE
Credit, Canada GERARD PROULX
Laval/Northern and Western Quebec
MICHEL GENDRON
Montreal/Bank Tower ROLAND PROVOST
Drummond/Bois-Francs/Mauricie
CLEMENT GIGNAC
Chief Economist NICOLE RONDOU
Compliance
JACQUES GRANDMAISON
Ontario and Western Canada SYLVIE ROY
Customer Relationship Centres
RUBINA HAVLIN
Electronic Payment Solutions LILI J. SHAIN
National Accounts, Ontario
RICHARD HEBERT
South Shore VINCENT SOFIA
Asia
JACYNTHE HOTTE
Operational Risk JOHN W. SWENDSEN
Western Canada and Energy
LYNN JEANNIOT
Marketing and Public Affairs MARC TAILLON
Quebec City and Eastern Quebec
RAYMOND H. KEROACK
Laval/North Shore/Abitibi-Temiscamingue PIERRE THERRIEN
Private Banking, Quebec
PIERRETTE LACROIX
Market Risk PETER D. THOMPSON
Outaouais/Northern and Eastern Ontario
JEAN-PIERRE LAMBERT
Monteregie/Eastern Townships JIMMY VILLENEUVE
Organizational Performance, Premises and
JACQUES LATENDRESSE Material Resources
Nassau
KATHLEEN ZICAT
Network Support
Page 119
NATIONAL BANK OF CANADA 2001-2002
SUPPLEMENTARY INFORMATION
PRINCIPAL SUBSIDIARIES AND OFFICES ABROAD
SUBSIDIARIES
CANADA
National Bank Group Inc. Assurances generales National Bank Discount
600 de La Gauchetiere West Banque Nationale (Gestion) Inc. Brokerage Inc.
4th Floor 1100 University, 11th Floor 1100 University, 7th Floor
Montreal, Quebec H3B 4L2 Montreal, Quebec H3B 2G7 Montreal, Quebec H3B 2G7
INVESTMENT DEALER TRUST SERVICES National Bank Financial Services
National Bank Financial Inc. National Bank Trust Inc. (Investments) Inc.
1155 Metcalfe, 5th Floor 1100 University, 12th Floor 1100 University, 12th Floor
Montreal, Quebec H3B 4S9 Montreal, Quebec H3B 2G7 Montreal, Quebec H3B 2G7
PORTFOLIO MANAGEMENT Natcan Trust Company FINANCIAL PLANNING
Natcan Investment 600 de La Gauchetiere West National Bank Financial
Management Inc. 4th Floor Planning Inc.
1100 University, 4th Floor Montreal, Quebec H3B 4L2 1100 University
Montreal, Quebec H3B 2G7 Montreal, Quebec H3B 2G7
DISCOUNT BROKERAGE
EXPORT FINANCING AND GROUP SAVINGS REAL ESTATE
NatExport, a division of National Bank Securities Inc. National Bank Realty Inc.
National Bank of Canada 1100 University, 8th Floor 600 de La Gauchetiere West
600 de La Gauchetiere West Montreal, Quebec H3B 2G7 Montreal, Quebec H3B 4L2
5th Floor
Montreal, Quebec H3B 4L2 Altamira Investment Services Inc.
The Exchange Tower
INSURANCE 130 King Street West, Suite 900
National Bank Life Toronto, Ontario M5X 1K9
Insurance Company
1100 University, 12th Floor
Montreal, Quebec H3B 2G7
UNITED STATES BAHAMAS UNITED KINGDOM
Natbank, National Association National Bank of Canada NBC Financial (U.K.) Ltd.
4031 Oakwood Boulevard (International) Limited 71 Fenchurch Street
Oakwood Plaza Goodman's Bay, Corporate Center London, United Kingdom
Hollywood, FL 33020 West Bay Street, P.O. Box N3015 EC3M 4HD
Nassau, Bahamas
Natbank, National Association
990 North Federal Highway OFFICES ABROAD
Pompano Beach, FL 33064 BARBADOS
National Canada Finance LLC Natcan Insurance EUROPE
125 West 55th Street Company Limited
New York, NY 10019 The Business Center REGIONAL AND
Upton Road REPRESENTATIVE OFFICE
NB Capital Corporation Christ Church, Barbados 123, avenue des Champs-Elysees
125 West 55th Street 75008 Paris, France
New York, NY 10019
CHINA BRANCH
NBC Global Risk Management 71 Fenchurch Street, 11th Floor
700 Louisiana Street NBC Trade Finance London, United Kingdom
Suite 3905 7/F EC3M 4HD
Houston, Texas 77002 Citic Tower
1 Tim Mei Avenue
Central, Hong Kong
Page 120
ANNUAL INFORMATION FORM
Portions of the Annual Information Form are disclosed in the following documents
and are incorporated herein by reference:
o the annual report to shareholders for the fiscal year ended October 31, 2002
("Annual Report"); and
o the Management Proxy Circular dated as at January 21, 2003 ("Circular").
PAGE REFERENCE
- -----------------------------------------------------------------------------------------------
INCORPORATED BY
REFERENCE FROM
---------------
ANNUAL
TABLE OF CONTENTS REPORT CIRCULAR
- ----------------- ------------------------ ---------------
CORPORATE STRUCTURE
o Name and Incorporation P 122
o Subsidiaries of the Bank
(Intercorporate Relationships) P 114, 120
o Real Estate N 7, P 91, P 122
o Number of Employees P 113
o Designated Countries T 12, P 63
------------------------ ---------------
GENERAL DEVELOPMENT OF THE BUSINESS
o Five-Year History P 66-69, P 122
o Significant Acquisitions and Disposition N 26, P 106, N 27, P 107
o Trends P 31, N 18, P 98-99
------------------------ ---------------
DESCRIPTION OF BUSINESS
o Description of Business P 20-30
- Main Products and Services P 20-30
- Competition P 16-19
- Environmental Risk P 122
- Risks Linked to Operations Abroad T 12, P 63
o Results by Segment N 25, P 105-106
o Assets Under Administration/Management T 9, P 62
o Earning Assets Abroad N 20, P 102
o Loans by Borrower Category T 10, P 62
o Personal, Business and Mortgage Loans P 78
o Impaired Loans N 5, P 90, T 13, P 64
o Interest on Impaired Loans T 14, P 65
o Provision for Credit Losses T 4, P 58
------------------------ ---------------
MAIN CONSOLIDATED FINANCIAL INFORMATION
o Quarterly Results P 66-69
o Cash Dividends P 124
o Dividend Policy P 124
------------------------ ---------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS P 34-53
------------------------ ---------------
MARKET FOR TRADING NATIONAL BANK P 124
SECURITIES
------------------------ ---------------
DIRECTORS AND OFFICERS
o Board of Directors, Members of the Board
and Committees of the Board P 116 Schedule: b, c
o Executive Officers P 118
o Shareholdings of Directors
and Executive Officers P 123
------------------------ ---------------
ADDITIONAL INFORMATION P 123
------------------------ ---------------
FORWARD-LOOKING STATEMENTS P 31, 35
------------------------ ---------------
- ----------
Legend
P: Page
N: Note
T: Table
Page 121
NATIONAL BANK OF CANADA 2001-2002
SUPPLEMENTARY INFORMATION
ANNUAL INFORMATION FORM
CORPORATE STRUCTURE
NAME AND INCORPORATION National Bank of Canada (the "Bank") is a chartered bank
governed by the Bank Act (Canada). The Bank's roots date back to 1859 with the
founding of the Banque Nationale in Quebec City. Its current charter is the
result of a series of amalgamations, notably with The Provincial Bank of Canada
in 1979, with the Mercantile Bank of Canada in 1985, and with National Bank
Leasing Inc., its wholly-owned subsidiary in 1992. Although no change was made
to its statutes, in March 2001 the Bank amended section 4.1 of By-Law I of the
General By-Law to reduce the minimum and maximum number of directors and, in
March 2002, it amended section 4.6 of By-Law I to increase the aggregate
remuneration which may be paid to its directors.
GENERAL DEVELOPMENT OF THE BUSINESS
FIVE-YEAR HISTORY
FISCAL 1997-1998 The Bank diversified its revenue streams while remaining true
to its primary mission as a commercial bank. One of the year's highlights was
the strong performance of National Bank shares. In fact, the total return to
common shareholders of the Bank (share appreciation plus dividends) exceeded
that of other banks and trust companies, which were harder hit by the downturn
on world financial markets.
FISCAL 1998-1999 The Bank acquired First Marathon which it integrated with
Levesque Beaubien Geoffrion, its securities brokerage subsidiary, to form
National Bank Financial, a Canada-wide brokerage and investment bank.
FISCAL 1999-2000 Committed to improving the quality of services offered to its
various client groups and better positioning itself with respect to the growth
in electronic commerce and services, the Bank signed a partnership agreement
with a preferred supplier of information technology services.
FISCAL 2000-2001 In keeping with its business model of being a super-regional
bank offering such value added services as investment banking and wealth
management to its individual and business clients, the Bank sold its asset-based
lending operations in the United States as well as its merchant payment
solutions.
FISCAL 2001-2002 The Bank strengthened its position in potentially lucrative
markets through major partnership agreements and acquisitions, particularly that
of Altamira, a Canadian mutual fund manager and distributor. In addition, the
Bank significantly improved the quality of its lending portfolio as evidenced by
the level of gross private impaired loans outstanding which amounted to $479
million as at October 31, 2002 compared to $932 million as at October 31, 2001.
DESCRIPTION OF BUSINESS
ENVIRONMENTAL RISK In order to minimize environmental risk, several years ago
the Bank notably implemented a procedure setting out its environmental
responsibilities when granting credit and taking possession of assets. To date,
the risks involved have not had a material impact on the bank's operations.
REAL ESTATE With respect to real estate holdings, as at October 31, 2002 the
Bank owned, for its operations, 114 buildings in Canada, and leased 450
premises, including six abroad. It also held two other buildings through the
intermediary of its wholly-owned subsidiary, National Bank Realty Inc. With
respect to the premises of its head office located in Montreal, the Bank held a
long-term lease of 20 years, ending on February 9, 2020. The Bank's consolidated
fixed assets at cost, less accumulated amortization, and excluding furniture,
equipment and leasehold improvements, amounted to $65 million as at October 31,
2002. Information concerning the Bank's fixed assets is provided in Note 7 to
the consolidated financial statements (page 91).
Page 122
DIRECTORS AND OFFICERS
EXECUTIVE OFFICERS The members of senior management mentioned on page 118 have
held various management, executive or senior executive positions with the Bank
during the past five years, with the exception of: G.F. Kym Anthony who, from
1993 to 1998, was employed by TD Securities Inc. as Chair and Chief Executive
Officer and, from 1998 to 1999, was employed by First Marathon Securities Ltd.
as Chief Operating Officer and Executive Vice-President; Olivier Lecat who, from
1992 to 1997, was employed by Royal Bank as Vice-President - Treasury and
Investment Banking, Internal Audit Services and, from 1997 to 2001, as
Vice-President - Corporate and Investment Banking, Internal Audit Services;
Michel Lozeau who, from 1995 to 2001, was employed by Oracle Corporation Canada
as Senior Manager - Consulting, Central Region, Regional Vice-President -
Consulting, Canada and Group Vice-President - Consulting, Canada, respectively;
Luc Papineau who, from 1994 to 1997, was employed by Levesque Beaubien Geoffrion
Inc. as Vice-President and Branch Manager and, from 1997 to 1998, was employed
by Merrill Lynch Canada Inc. as Vice-President and Branch Manager; Jean-Charles
Petitclerc who, from 1994 to 2000, was employed by Bank of Nova Scotia as Senior
Vice-President - Systems Operations and Technical Services; Michel Tremblay who,
from 1993 to 1998, was employed by ING Canada as Senior Vice-President -
Investments, and by ING Investment Management as Senior Vice-President and
Managing Director; and W. David Wood who, from 1993 to 1999, was employed by
Correspondent Network as President.
SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS To the best of the Bank's
knowledge, the directors and executive officers of the Bank as a group
beneficially own less than 1% of the outstanding common shares of the Bank.
ADDITIONAL INFORMATION The Bank undertakes to provide to any person, upon
request, a copy of the Annual Information Form of the Bank, together with a copy
of any document incorporated therein by reference, a copy of the annual
consolidated financial statements for the year ended October 31, 2002 with the
accompanying auditors' report, a copy of any subsequent quarterly financial
statements, a copy of the Circular in respect of its most recent Annual Meeting
of Shareholders that involved the election of directors, and a copy of any other
document that is incorporated by reference into a preliminary short form
prospectus or a short form prospectus whenever the securities of the Bank are
part of a distribution. The Circular enclosed with the Notice, dated January 21,
2003, of the Annual Meeting of Shareholders scheduled for March 12, 2003,
contains additional information such as the remuneration and indebtedness of
directors and executive officers, the principal holders of Bank shares, the
stock options awarded and the interests of insiders in material transactions.
Copies of these documents may be obtained upon request from the Corporate
Secretary's Office of the Bank, 600 de La Gauchetiere West, 4th Floor, Montreal,
Quebec, Canada H3B 4L2.
DISTRIBUTION NOTICE The Annual Information Form must be accompanied by copies of
all the documents incorporated into it by reference when it is provided to
security holders or other interested parties.
Notice dated November 29, 2002
Page 123
NATIONAL BANK OF CANADA 2001-2002
SUPPLEMENTARY INFORMATION
INFORMATION FOR SHAREHOLDERS AND INVESTORS
STOCK EXCHANGE LISTINGS The common shares of the Bank as well as the First
Preferred Shares, Series 12 and 13 are listed on The Toronto Stock Exchange. The
ticker symbols and newspaper abbreviations for the Bank's shares are as follows:
Ticker Symbols Newspaper Abbreviations
-------------- -----------------------
Common Shares NA Nat Bk or Natl Bk
First Preferred Shares
Series 12 NA. PR.I Nat Bk s12 or Natl Bk s12
Series 13 NA. PR.J Nat Bk s13 or Natl Bk s13
TRANSFER AGENT AND REGISTRAR NATIONAL BANK OF CANADA - HEAD OFFICE
National Bank Trust Inc. National Bank Tower
1100 University 600 de La Gauchetiere West
9th Floor Montreal, Quebec H3B 4L2
Montreal, Quebec H3B 2G7 Telephone: (514) 394-5000
Telephone: (514) 871-7171 Telex: 0525181
1-800-341-1419 (Nabacan Montreal)
www.nbc.ca
National Bank Trust Inc. acts as Transfer Agent and Registrar in Montreal,
Toronto, Winnipeg, Calgary and Vancouver.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN Under the Dividend Reinvestment
and Share Purchase Plan, holders of common shares or preferred shares of the
Bank may invest in common shares of the Bank without paying a commission or
administration fee.
Participants in the Plan may acquire shares by reinvesting cash dividends paid
on shares held by them or by making optional cash payments of a minimum of $500
per cash payment, up to $5,000 per quarter.
For additional information, contact the Registrar, National Bank Trust Inc., at
(514) 871-7171 or 1-800-341-1419.
DIRECT DEPOSIT SERVICE Shareholders of the Bank may elect to have their
dividends deposited directly into the bank account of their choice by advising
National Bank Trust Inc.
NUMBER OF SHAREHOLDERS As at October 31, 2002, there were 28,549 registered
holders of common shares listed with the Registrar.
PAYMENT OF DIVIDENDS Declared dividend payments for common shares are made on
the 1st of February, May, August and November. For First Preferred Shares,
Series 12 and 13, the dividend payment date is the 15th day of the above months.
The dividend record dates for common shares are December 26, 2002, and March 27,
June 26 and September 25, 2003. For First Preferred Shares, Series 12 and 13,
they are January 10, April 11, July 11 and October 10, 2003.
PUBLIC ACCOUNTABILITY STATEMENT National Bank of Canada will publish its 2002
social responsibility statement in March 2003. The document will be available on
its website at www.nbc.ca.
INFORMATION For any additional information, shareholders are requested to
contact the Transfer Agent and Registrar, National Bank Trust Inc.
Shareholders who receive more than one copy of a document, particularly of
quarterly or annual reports, are requested to notify the Registrar.
ANNUAL MEETING The Annual Meeting of Holders of Common Shares of the Bank will
be held on Wednesday, March 12, 2003, at 9:30 a.m. EST, at the Palais des
Congres de Montreal , 201 Viger West, Montreal, Quebec.
Page 124
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
As part of its analyses and reports, National Bank of Canada from time to time
makes forward-looking statements concerning the economy, market changes, the
achievement of strategic objectives, certain risks and other related matters.
By their very nature, such forward-looking statements involve inherent risks and
uncertainties. It is therefore possible that express or implied projections
contained in such statements will not materialize or will differ materially from
actual future results. Such differences may be caused by factors which include,
but are not limited to, changes in Canadian and/or global economic conditions
(particularly fluctuations in interest rates, currencies and other financial
instruments), market trends, technological changes and regulatory developments.
Investors and others who base themselves on the Bank's sions should carefully
consider the above factors as well as the uncertainties they represent and the
risk they entail. The Bank therefore cautions readers not to place undue
reliance on these forward-looking statements.
This Annual Report is published by
the Public Relations Department,
National Bank of Canada.
POUR OBTENIR UN EXEMPLAIRE DE LA VERSION FRANCAISE
DU RAPPORT ANNUEL, VEUILLEZ VOUS ADRESSER A:
Service des relations publiques
Banque Nationale du Canada
600, rue de La Gauchetiere Ouest, 8 etage
Montreal (Quebec) H3B 4L2
LEGAL DEPOSIT
4th quarter 2002
Bibliotheque nationale
du Quebec
PRINTED IN CANADA
ISBN 2-921835-25-8
DESIGN
lg2d
PRODUCTION
la souris masquee
PHOTOGRAPHER
Luc Robitaille
PRINTING
Transcontinental Litho Acme
HEAD OFFICE
National Bank Tower
600 de La Gauchetiere West
Montreal, Quebec H3B 4L2
www.nbc.ca
[NATIONAL BANK OF CANADA-LOGO]