EFTA01137317.pdf

Subject to Completion Preliminary Offering Circular, dated May 19, 2015 OFFERING CIRCULAR FIRST REPUBLIC BANK It a privilege to serve you* Depositary Shares Each Representing a 1140th Interest in a Share of Noncumulative Perpetual Series F Preferred Stock First Republic Bank is offering to sell depositary shares, each representing a 1/40th ownership interest in a share of % Noncumulative Perpetual Series F Preferred Stock, with a liquidation preference of 51,000 per share (equivalent to $25 per depositary share) (the "Series F Prekrred Stock"). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series F Preferred Stock (including dividend. voting, redemption and liquidation rights). You must exercise such rights through the depositary. Dividends on the Series F Preferred Stock will be payable quarterly in arrears when. as and if declared by our board of directors (or a duly authorized committee thereof). at a rate per annum equal to %. If declared, dividends will be paid on the 30th day of each March. June, September and December. or, if any such date is not a business day, the immediately preceding business day, commencing on June 30.2015. Dividends on the Series F Preferred Stock will not be cumulative. If dividends are not declared on the Series F Preferred Stock for payment on any dividend payment date, those dividends will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period. we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series F Preferred Stock arc declared for any future dividend period. We may redeem the Series F Preferred Stock at our option, for cash. (i) either in whole or in pan. from time to time, on or after June 30. 2020. with not less than 30 days' and not more than 60 days' notice. or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein), in each case at a redemption price of 51.000 per share (equivalent to S25 per depositary share), plus the suni of any declared and unpaid dividends for prior dividend periods and accrued but unpaid and undeclared dividends for the then-current dividend period to the redemption date. Under current regulatory capital rules, we would need regulatory approval to redeem the Series F Preferred Stock. If we redeem any of the Series F Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series F Preferred Stock will not have any voting rights, except as set forth under "Description of Series F Preferred Stock—Voting Rights" beginning on page 20 of this OtTering Circular. We have applied to list the depositary shares on the New York Stock Exchange under the symbol "FRC-Ptf." If the application is vproved, trading of the depositary shares on the New York Stock Exchange is expected to begin within 30 days after the date of initial delivery of the depositary shares. Shares of the Series F Preferred Stock will not be listed. Our common stock is listed on the New York Stock Exchange under the symbol "FRC." Investing in our depositary shares involves risks. See the section entitled "Risk Factors" beginning on page 9 of this offering circular and beginning on page 28 of our Annual Report on Form 10-K for the year ended December 312014, and other documents incorporated by reference in this offering circular. THIS DOCUMENT CONSTITUTES PART OF AN OFFERING CIRCULAR COVERING SECURITIES THAT ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 3(A)(2) THEREOF. NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT'S DIVISION OF FINANCIAL INSTITUTIONS OR ANY OTHER FEDERAL OR STATE REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. OUR DEPOSITARY SHARES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK, ARE NOT INSURED BY THE FEDERAL. DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT YOU INVEST. Per Depositary Share Total Public offering price 525.0000 $ Underwriting discounts (1) $ $ Proceeds, before expenses, to us (I) $ $ (1) The underwriting discount of S per depositary share will be deducted from the public offering price, except that for sales to certain institutions, the underwriting discount deducted will be S per depositary share, and to the extent of those sales. the total underwriting discounts will be less than the total shown above, and the total proceeds (before expenses) to us will be more than the total shown above. The underwriters may also exercise their option to purchase up to an additional depositary shares at the public offering price less the underwriting discount, for 30 days after the date of this offering circular. The underwriters expect to deliver the depositary shares in book-entry form only. through the facilities of The Depository Trust Company ("DTC"), against payment on or about May , 2015. Joint Book-Running Managers BofA Merrill Lynch Morgan Stanley Wells Fargo Securities The date of this offering circular is May , 2015 EFTA01137317 EFTA01137318  TABLE OF CONTENTS Page About This Offering Circular ii Available Information ii Incorporation of Certain Documents by Reference iii Cautionary Note Regarding Forward•Looking Statements iii Offering Circular Summary Risk Factors 9 Use of Proceeds 14 Capitalization 15 Description of Series F Preferred Stock 16 Description of Depositary Shares 26 Material U.S. Federal Income Tax Considerations 32 Certain ERISA Considerations 38 Underwriting (Conflicts of Interest) 40 Validity of Securities 46 Independent Registered Public Accounting Firm 46 EFTA01137319  ABOUT THIS OFFERING CIRCULAR You should rely only on the information contained in this offering circular and any supplement or addendum, including any documents incorporated by reference herein or therein, that may be provided to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. The underwriters are offering to sell, and seeking offers to buy, our depositary shares only in jurisdictions where such offers and sales are permitted. The information in this offering circular and any supplement or addendum, including any documents incorporated by reference herein or therein, is accurate only as of the dates thereof, regardless of the time of delivery of this offering circular or any such supplement or addendum or the time of any sale of our depositary shares. Our financial condition, liquidity, results of operations, business and prospects may have changed since any such date. This offering circular is not a prospectus for the purposes of the Prospectus Directive (as defined below). In the United Kingdom, this offering circular is distributed to and only directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) who are high net worth companies, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated in accordance with the Order (all such persons falling within (i)-(iii) together being referred to as "relevant persons"). The Shares (as defined below) are only available to, and an invitation, offer or agreement to subscribe or otherwise acquire the Shares will be engaged only with, relevant persons. Any person who is not a relevant person should not act or rely on this offering circular or any of its content. As used throughout this offering circular, the terms "First Republic," the "Bank." "we." "our" and "us" mean, as the context requires: • First Republic Bank, a Nevada-chartered commercial bank (the predecessors of which had been in existence since 1985) before its acquisition in September 2007 by Merrill Lynch Bank & Trust Company, F.S.B. ("MLFSB"). a subsidiary of Merrill Lynch & Co., Inc. ("Merrill Lynch"), together with all subsidiaries then-owned by First Republic Bank; • The First Republic division within MLFSB following the September 2007 acquisition and the First Republic division within Bank of America. N.A. ("BANA"), a subsidiary of Bank of America Corporation ("Bank of America"), following MLFSB's merger into BANA, effective as of November 2009, in each case including all subsidiaries acquired by MLFSB as part of the September 2007 acquisition; and • First Republic Bank, a California•chartered commercial bank, which acquired the First Republic division of BANA effective upon the close of business on June 30, 2010, including all subsidiaries acquired by First Republic Bank in connection with this acquisition. AVAILABLE INFORMATION We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as administered and enforced by the Federal Deposit Insurance Corporation (the "FDIC"), and we are subject to FDIC rules promulgated thereunder. Consequently, we file annual, quarterly and current reports, proxy statements and other information with the FDIC, copies of which are made available to the public over the Internet at httpdAnsw2.fdic.goviefri You may also inspect and copy any document we file with the FDIC at the public reference facilities maintained by the FDIC at the Accounting and Securities Disclosure Section, Division of Risk Management Supervision, 550 17th Street, N.W., Washington, D.C. 20429. EFTA01137320  Copies of the FDIC filings referenced below in "Incorporation of Certain Documents by Reference" are also available at a website maintained by us at hirpdAvivitirc-offering.com. You may request a copy of these filings at no cost by writing or by telephoning us at the following address or telephone number: First Republic Bank I11 Pine Street, 2nd Floor San Francisco, CA 94111 Attention: Investor Relations (415) 392-1400 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Certain information previously filed with the FDIC has been "incorporated by reference" into this offering circular. This means that we disclose important information to you by referring you to other documents filed with the FDIC under the Exchange Act. The information incorporated by reference is deemed a part of this offering circular. We incorporate by reference into this offering circular the following documents filed with the FDIC (other than, in each case, those documents or portions of those documents that are furnished and not filed): • Our Annual Report on Form 10-K for the year ended December 31. 2014; • Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015; • Our Current Reports on Form 8-K filed on January 16, 2015, February 13, 2015 (solely with respect to Item 5.05 on such date), March 16, 2015 (solely with respect to Items 3.02 and 8.01) and May 13, 2015; and • Our Proxy Statement on Schedule 14A, as supplemented. for the Bank's Annual Meeting of Shareholders held on May 12, 2015. You may obtain a copy of these filings as described under "Available Information." CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This offering circular, including the documents that are incorporated by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this offering circular that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act Any statements about our expectations, beliefs. plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be fonvard-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipates," "believes," "can," "could," "may," "predicts," "potential," "should." "will," "estimates," "plans," "projects," "continuing," "ongoing," "expects," "intends" and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties more fully described under "Risk Factors" beginning on page 9 of this offering circular, in our Annual Report on Form 10-K for the year ended December 31. 2014 and in our Quarterly Report on Form I0-Q for the quarter ended March 31, 2015. Forward-looking statements involving such risks and uncertainties include, but are not limited to, statements regarding: • Significant competition to attract and retain banking and wealth management customers; • Projections of loans, assets, deposits, liabilities, revenues, expenses, tax liabilities, net income, capital expenditures, liquidity, dividends, capital structure or other financial items; • Expectations regarding the banking and wealth management industries; EFTA01137321  • The possibility of earthquakes and other natural disasters affecting the markets in which we operate; • Interest rate risk and credit risk; • Descriptions of plans or objectives of management for future operations, products or services; • Our ability to maintain and follow high underwriting standards; • Forecasts of future economic conditions generally and in our market areas in particular, which may affect the ability of borrowers to repay their loans and the value of real property or other property held as collateral for such loans; • Geographic concentration of our operations; • Our opportunities for growth and our plans for expansion (including opening new offices); • Expectations about the performance of any new offices; • Demand for our products and services; • Projections about loan premiums or discounts and about the amount of intangible assets, as well as related tax entries and amortization of recorded amounts; • Future provisions for loan losses, changes in nonperforming assets, impairment of investments and our allowance for loan losses; • Projections about future levels of loan originations or loan repayments; • The regulatory environment in which we operate, our regulatory compliance and future regulatory requirements, including potential restrictions as a de novo institution and the requirements that become applicable to us when the four-quarter average of our total consolidated assets reaches S50 billion; • Projections regarding increased compliance costs, including the impact on our core efficiency ratio, in response to enhanced regulatory requirements, including those requirements that become applicable to us when the four-quarter average of our total consolidated assets reaches S50 billion; • The phase-in of the final capital rules regarding the Basel Committee's "Basel III" December 2010 framework, changes to the definitions and components of regulatory capital and a new approach for risk-weighted assets; • Legislative and regulatory actions affecting us and the financial services industry, such as the Dodd- Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), including increased compliance costs, limitations on activities and requirements to hold additional capital; • Our ability to identify and achieve cost savings and improve efficiencies to reduce our operating expenses that are unrelated to regulatory compliance; • The impact of new accounting standards; • Future FDIC special assessments or changes to regular assessments; and • Descriptions of assumptions underlying or relating to any of the foregoing. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout our public filings. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. EFTA01137322  OFFERING CIRCULAR SUMMARY This summary highlights certain material information contained elsewhere or incorporated by reference in this offering circular. Because this is a summary, it may not contain all of the information that is important to you when deciding whether to invest in the depositary shares. Therefore, you should carefully read this entire offering circular, as well as the information incorporated by reference herein, before investing. You should pay special attention to the information under "Risk Factors" as well as ourfinancial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Report on Form 10.Q for the quarter ended March 31, 2015. First Republic Bank Our Business Commencing business in 1985 and following ow re-establishment as an independent institution in Jul) 2010, we are a California-chartered, FDIC-insured commercial bank and bust company headquartered in San Francisco. We specialize in providing personalized. relationship-based services, including private banking. private business banking, real estate lending and wealth management services, including trust and custody services, to clients in the following metropolitan areas: San Francisco, Palo Alto, Los Angeles, Santa Barbara. Newport Beach, San Diego, Portland (Oregon), Boston. Palm Beach (Florida), Greenwich and New York City. We provide our services through 73 offices, of which 68 are preferred banking offices and 5 offices offer exclusively lending, wealth management or trust services. We provide our clients with a diverse suite of financial products that foster long-term relationships, while at the same time maintaining a disciplined underwriting policy. We offer a broad range of lending products to meet the needs of ow clients, including residential mortgage loans and lines of credit, multifamily loans, commercial real estate loans, residential construction loans, loans to commercial businesses and small business loans. We have a history of building long-term client relationships and attracting new clients through what we believe is our superior customer service and ow ability to deliver a diverse product offering. As of March 31, 2015. we had total assets of $51.1 billion, total deposits of $39.9 billion, total equity of S5.1 billion and wealth management assets of $56.4 billion. Our Strategy Our core business principles, strong credit standards and service-based culture have successfully guided our efforts over the past 29 years. We believe focusing on these principles will continue to enable us to expand our capabilities for providing value-added services to a targeted high net worth client base and generate steady, long- term growth. On the loan side, we focus on originating high-quality loans, which develop into comprehensive relationships as a result of the delivery of superior client service. Our retail deposit offices and wealth management activities also attract significant new clients. Our successful, high-quality service and sales professionals are critical to driving our business and they allow us to cross-sell additional products and services that benefit our clients. We are focused on growing our wealth management business by hiring additional professionals and building upon our cross-selling experience to increase assets under management. In addition. we focus on creating and growing a stable, high-quality, lower-cost core deposit base. Offices Our principal executive offices are located at III Pine Street. 2nd Floor, San Francisco, California 94111. The main telephone number at these offices is (415) 392-1400 and our website address is www.firstrepublic.com. Information contained on our website is not part of or incorporated by reference into this offering circular. EFTA01137323  The Offering Issuer First Republic Bank, a California-chartered, FDIC-insured commercial bank. Securities Offered depositary shares (liquidation preference equivalent to $25 per depositary share), each representing a 1/40th ownership interest in a share of % Noncumulative Perpetual Series F Preferred Stock (liquidation preference $1.000 per share). In addition, we have granted the underwriters an option to purchase up to an additional depositary shares, at the public offering price less the underwriting discount, for 30 days after the date of this offering circular. Each holder of a depositary share will be entitled, through the depositary. in proportion to the applicable fraction of a share of Series F Preferred Stock represented by such depositary share, to all the rights and preferences of the Series F Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). Dr. Dividends on the Series F Preferred Stock will be payable quarterly in arrears when, as and if declared by our board of directors (or a duly authorized committee thereof), at a rate per annum equal to (equivalent to $ per annum per depositary share). If declared. dividends will be paid on the 30th day of each March, June. September and December, or if any such date is not a business day. the immediately preceding business day, commencing on June 30. 2015. Dividends on the Series F Preferred Stock will not be cumulative. If dividends are not declared on the Series F Preferred Stock for payment on any dividend payment date, those dividends will not accumulate or be payable and we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series F Preferred Stock are declared for any future dividend period. Liquidation Preference Upon any voluntary or involuntary liquidation, dissolution or winding up of First Republic Bank, holders of shares of Series F Preferred Stock are entitled to receive out of the assets of First Republic Bank available for distribution to shareholders, before any distribution of assets is made to holders of our common stock or of any other shares of our capital stock ranking junior as to such a distribution to the Series F Preferred Stock, a liquidating distribution in the amount of the liquidation preference of $1,000 per share (equivalent to $25 per depositary share), plus the sum of any declared and unpaid dividends for dividend periods prior to the dividend period in which the liquidation distribution is made and declared and unpaid dividends for the then current dividend period in which the liquidation distribution is made to the date of such liquidation distribution. Distributions will be made only to the extent of First Republic Bank's assets that arc available after satisfaction of all liabilities to depositors and creditors and subject to the rights of holders of any securities ranking senior to EFTA01137324  the Series F Preferred Stock and then pro raw as to the Series F Preferred Stock and any other shares of our stock ranking equally as to such distribution. Maturity The Series F Preferred Stock has no maturity date, and we are not required to redeem the Series F Preferred Stock. Accordingly, the Series F Preferred Stock and the depositary shares will remain outstanding indefinitely, unless we opt to redeem them and we obtain any required regulatory approvals. Redemption At First Republic's Option We may redeem the Series F Preferred Stock at our option, for cash. (i) either in whole or in part, from time to time, on or after June 30. 2020. upon not less than 30 days' and not more than 60 days' notice ("Optional Redemption"), or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein) ("Regulatory Event Redemption"). The redemption price in each case will be equal to $1,000 per share of Series F Preferred Stock (equivalent to $25 per depositary share), plus the sum of any declared and unpaid dividends for prior dividend periods and accrued but unpaid and undeclared dividends for the then-current dividend period to the date of redemption. The Series F Preferred Stock will not be subject to any mandatory redemption, sinking fund or similar obligation of us to redeem. repurchase or retire the shares of the Series F Preferred Stock. If we redeem the Series F Preferred Stock, the depositary will redeem a proportionate number of depositary shares. Neither the holders of the Series F Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series F Preferred Stock. Any redemption of the Series F Preferred Stock is subject to our receipt of any required prior approval by the FDIC and the California Department of Business Oversight's Division of Financial Institutions (the "DBO") and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the FDIC applicable to redemption of the Series F Preferred Stock. Ranking The Series F Preferred Stock will rank senior to our common stock. and equally with all existing and future series of preferred stock. including the 6.70% Noncumulative Perpetual Series A Preferred Stock (the "Series A Preferred Stock"), the 6.20% Noncumulative Perpetual Series B Preferred Stock (the "Series B Preferred Stock"). the 5.625% Noncumulative Perpetual Series C Preferred Stock (the "Series C Preferred Stock"), the 5.50% Noncumulative Perpetual Series D Preferred Stock (the "Series D Preferred Stock") and the 7.00% Noncumulative Perpetual Series E Preferred Stock (the "Series E Preferred Stock"), that by their terms do not rank junior to the Series F Preferred Stock, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up. The EFTA01137325  total liquidation preference of preferred stock outstanding on the date hereof (which excludes the Series F Preferred Stock) is $889.5 million. Voting Rights The Series F Preferred Stock, and thus the depositary shares, will generally have no voting rights. However, if dividends on any outstanding shares of Series F Preferred Stock, and thus any depositary shares, are not paid (whether or not declared) for any six dividend periods (whether or not consecutive), holders of the depositary shares, voting as a single class together with the holders of all other series of stock upon which like voting rights have been conferred and are exercisable (including the Series A Preferred Stock. Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock), will be entitled to elect two directors to serve on our board until all dividends on the Series F Preferred Stock are paid in full for at least four consecutive dividend periods. In addition, we may not make changes to the provisions of our articles of incorporation or bylaws that adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock without the approval of holders of at least two-thirds of the outstanding shares of Series F Preferred Stock. We have applied to list the depositary shares on the New York Stock Exchange ("NYSE") under the symbol "FRC•PrF." If the application is approved, trading of the depositary shares on the NYSE is expected to begin within 30 days after the date of initial delivery of the depositary shares. The Series F Preferred Stock will not be listed. Settlement Date Delivery of the depositary shares will be made against payment therefor on or about May , 2015. Form The depositary shares representing the Series F Preferred Stock will be deposited with a custodian for, and registered in the name of, a nominee of DTC. Withdrawal of Series F Preferred Stock Upon surrender of depositary shares at the principal office of the depositary, upon payment of any unpaid amount due the depositary. and subject to the terms of the deposit agreement, the owner of the depositary shares evidenced thereby is entitled to delivery of the number of shares of Series F Preferred Stock and all money and other property, if any, represented by such depositary shares. Holders of shares of Series F Preferred Stock thus withdrawn will not thereafter be entitled to deposit such shares under the deposit agreement or to receive depositary shares therefor. No Conversion Except as provided in the immediately preceding paragraph, neither the Series F Preferred Stock nor the depositary shares are convertible into or exchangeable for any of our property or other securities. EFTA01137326 Tax Considerations For a discussion of the material tax considerations related to the Series F Preferred Stock and the depositary shares, see "Material U.S. Federal Income Tax Considerations" in this offering circular. Use of Proceeds We intend to use the proceeds to us generated by this offering. approximately $ million (or approximately S million if the underwriters exercise in full their option to purchase additional depositary shares from us) after deducting the underwriting discount and estimated offering expenses payable by us, for general corporate purposes, which may include, among other things, funding loans or purchasing investment securities for our portfolio. Risk Factors Investing in the depositary shares involves significant risks. See the section entitled "Risk Factors" beginning on page 9 of this offering circular and in our Annual Report on Form 10-K for the year ended December 31, 2014, and ow Quarterly Report on Form I0-Q for the quarter ended March 31, 2015, each as filed with the FDIC. Conflicts of Interest First Republic Securities Company, LLC, which may receive a brokerage commission in relation to certain depositary shares, is our wholly-owned subsidiary. See "Underwriting (Conflicts of Interest)— Conflicts of Interest." EFTA01137327  Selected Financial Information The following table presents selected financial and other data for us as of the dates and for the periods indicated. The balance sheet and results of operations data as of and for the years ended December 31. 2014, December 31, 2013, December 31, 2012 and December 31, 2011, and as of and for the six months ended December 31, 2010 and June 30, 2010, have been derived from our audited financial statements. The financial statements as of and for the years ended December 31, 2014, December 31. 2013, December 31, 2012 and December 31, 2011, and as of and for the six months ended December 31, 2010. have been audited by KPMG LLP, which is an independent registered public accounting firm. The financial statements as of and for the six months ended June 30, 2010 have been audited by PricewaterhouseCoopers LLP. which is also an independent registered public accounting firm. The information presented under the captions "Selected Ratios," "Selected Asset Quality Ratios," "Capital Ratios" and "Ratio of Earnings to Fixed Charges and Preferred Stock Dividends" is unaudited. The data presented as of and for the three months ended March 31, 2015 and 2014 is derived from our unaudited condensed financial statements, which, in the opinion of our management, reflect all adjustments necessary for a fair statement of the results for these interim periods. These adjustments consist of normal recurring adjustments. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2015. The selected financial and other data is qualified in its entirety by, and should be read in conjunction with. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements, including the notes thereto, which are included in the Bank's Annual Report on Form 10-K for the year ended December 31, 2014 and the Bank's Quarterly Report on Form 10-Q for the quarter ended March 31. 2015, each of which is incorporated by reference into this offering circular. The financial statements as of and for the six months ended June 30, 2010 were prepared on a historical carve-out basis, the purpose of which is to present fairly the financial position, results of operations and cash flows of the First Republic division of BANA separately from the financial position, results of operations and cash flows of BANA as a legal entity. The selected financial data from these historical carve-out financial statements may not necessarily reflect the results of operations or financial position that we would have achieved had we actually operated as a stand-alone entity during this period. EFTA01137328  Asa et for the As of or for the Sia Three Months Ended As of or for the Year Ended Months Ended %larch 31. %larch 31. December31. December31. December31. December31. December31. June 30. IS in million.. e‘cept per tire amounts) 2015 2014 2014 2013 2012 2011 2010 2010 Selected Financial Data:" Interest income $ 385 S 357 $ 1.483 $ 1.356 $ 1.287 $ 1.183 $ 547 $ 509 Interest expense 37 36 153 132 114 118 54 96 Net interest income 348 321 1,330 1.224 1.173 1.065 493 413 Provision for loan losses 12 7 56 37 63 52 19 17 Net interest income after provision for loan losses 336 314 1,274 1.187 1.110 1.013 474 396 Noninterest income 75 61 318 244 169 118 46 49 Noninterest expense 256 217 923 768 677 567 277 217 Net income 116 115 487 462 401 354 143 129 Dividends on preferred stock and other 14 14 56 41 32 — — — Net income available to common shareholders $ 102 S 101 $ 431 $ 421 $ 369 $ 354 $ 143 $ 129 Selected Ratios: Basic earnings per common share ("EPS") $ 0.73 S 0.76 $ 3.16 $ 3.21 $ 2.84 S 2.75 $ 1.15 rtta Diluted EPS $ 0.71 S 0.73 $ 3.07 $ 3.10 $ 2.75 S 2.67 $ 1.13 ilia Diluted EPS (non-GAAP)th $ 0.68 S 0.67 $ 2.83 $ 2.65 $ 2.14 $ 1.70 $ 0.71 n/a Net income to average assetsol 0.94% 1.07% 1.06% 1.20% 1.28% 1.40% 1.29% 1.33% Net income available to common shareholders to average common equity" 10.32% 12.11% 11.72% 13.50% 13.48% 15.13% 14.46% 21.03% Average total equity to average total assets 9.82% 9.83% 9.93% 9.87% 9.79% 9.57% 9.34% 6.81% Dividends per common share $ 0.14 S 0.12 $ 0.54 $ 0.36 $ 0.30 S — $ — n/a Dividend payout ratio 19.6% 16.3% 17.6% 11.6% 10.9% —% —% n/a Book value per common share $ 29.45 S 26.21 $ 28.13 $ 24.63 $ 22.10 S 19.48 $ 16.60 Na Tangible book value per common share $ 27.97 S 24.51 $ 26.56 $ 22.83 $ 20.07 S 18.25 $ 15.19 n/a Nct interest margin°, 3.21% 3.37% 3.32% 3.62% 4.22% 4.63% 4.72% 4.47% Net interest margin (non-GAAP)asm 3.09% 3.17% 3.14% 3.26% 3.53% 3.53% 3.41% 3.90% Efficiency ration, 60.5% 57.0% 56.0% 52.3% 50.5% 47.9% 51.3% 46.9% Efficiency ratio (non-GAAP)la al 61.5% 58.9% 57.6% 55.8% 56.8% 58.1% 58.6% 52.1% Selected Balance Sheet Data: Total assets $51.066 544.346 $48.350 $42.113 $34.389 $27.795 $22.378 $19.512 Cash and cash equivalents 1.645 1.762 817 808 602 631 1.528 436 Investment securities 7.494 5.006 6.638 4.824 3.537 2.824 1,093 4 [mans Unpaid principal balance 39.114 34.774 37,931 34.199 28.299 22.819 19,228 18.027 Net unaccrcted discount (141) (202) (153) (220) (332) (494) (678) (674, Net deferred fees and costs 33 24 31 22 20 10 1 I Allowance for loan losses (219) (160) (207) (153) (130) (68) (19) (14 i Loans. net 38.787 34.436 37,602 33.848 27.857 22.267 18.532 17.34() Goodwill and other intangible assets 211 233 217 239 265 159 182 — Deposits 39.939 33.568 37,131 32.083 27.088 22.459 19,236 17.779 FHLB advances 4.925 5.650 5,275 5.150 3.r_s 2.200 600 130 Senior notes 397 — 396 — — — — — Subordinated notes — — — — — 66 68 66 Noncontrolling interests — — — — — 77 87 100 Total equity $ 5.075 $ 4.494 $ 4.778 $ 4.160 $ 3.400 S 2.598 $ 2.225 $ 1.366 Other Financial Information: Wealth management assets $56.369 $45.142 $53.377 $41.578 $31.290 520.155 $16.580 $14427 Loans serviced for others $ 9.840 S 6.198 $ 9.590 $ 6.000 $ 4.581 S 3.381 $ 3.781 $ 3.737 Selected Asset Quality Ratios: Nonperforming assets to total assets 0.10% 0.12% 0.10% 0.14% 0.14% 0.11% 0.08% 0.09% Nonperforming assets to loans and REO 0.13% 0.16% 0.12% 0.17% 0.18% 0.13% 0.10% 0.11% Allowance for loan losses to total loans 0.56% 0.46% 0.55% 0.45% 0.46% 0.30% 0.10% 0.08% EFTA01137329  ilt or for the As of or for the Six Three Months Ended As of or for the Year Ended Months Ended %larch 31. %larch 31. December31. December31. December31. December31, December 31. hilt 30. IS in million.. eNcepl per share amounts) 2015 2014 2014 2013 2012 2011 2010 2010 Allowance for loan losses to nonperforming loans 440% 306% 451% 28l% 264% 258% 103% 79%