First Republic Bank
Annual Report 2016

Plain-text annual report

2016 ANNUAL REP ORT Founded in 1985, First Republic Bank and its subsidiaries provide private banking, private business banking and private wealth management, including investment, trust and brokerage services. First Republic specializes in deliv- ering exceptional relationship-based service, with a solid commitment to responsiveness and action. san francisco • palo alto • los angeles santa barbara • newport beach • san diego portland • palm beach • boston greenwich • new york Welcome. James H. Herbert, II Chairman and Chief Executive Offi cer (Founding) Hafi ze Gaye Erkan Chief Deposit Offi cer and Chief Investment Offi cer Jason C. Bender Chief Operating Offi cer Michael D. Selfridge Chief Banking Offi cer Mollie M. Richardson Chief Administrative Offi cer and Chief People Offi cer Michael J. Roffl er Chief Financial Offi cer Dear Clients and Shareholders 2016 was another highly successful year for First Republic. Loans, deposits and wealth management all grew nicely. Earnings were strong. Credit quality remains excellent, total capital grew nicely and liquidity expanded to our strongest level ever. Th e source of our success continues to be the diligent, daily execution of our long-standing business model: Quality People Success starts with exceptional people. We attract and retain high-performing individuals who have an unwavering commitment to extraordinary service. We’re committed to taking care of our people through our workplace culture, attractive benefi ts and professional development programs. Extraordinary Client Service We not only focus on service, we measure it continuously through our Net Promoter Score — which remains signifi cantly higher than the U.S. banking industry average and well above the scores of most luxury brands. And we remain focused on doing the right thing for our clients. Service as a Driver of Growth Taking outstanding care of existing clients is the driver of our growth, with over 50% of growth in loans and deposits each year coming from existing clients, and over 20% coming from their direct referrals. Exceptional Credit Quality Credit is a core competency and remains very strong, with only $1.9 million in loan losses — less than one basis point during 2016 — and non-performing assets at only seven basis points of total assets at year-end. Strong Capital We remain well-capitalized and were pleased to have successfully accessed the capital markets four times during the year. We raised over $1 billion of new capital to support our David B. Lichtman Chief Credit Offi cer Robert L. Thornton President Private Wealth Management continued development. 2. F I R S T R E P U B L I C B A N K / 2 0 1 6 Please see page 84 for biographies. F I R S T R E P U B L I C B A N K / 2 0 1 6 3. financial highlights / 2011–2016 DECEMBER 31, 2 011 2 012 2 013 2 014 2 015 2 016 Dollars in Billions Total Bank Assets Total Loans Total Deposits $ 27.8 $ 22.8 $ 22.5 $ 34.4 $ 28.3 $ 27.1 $ 42.1 $ 34.2 $ 32.1 $ 48.4 $ 37.9 $ 37.1 $ 59.0 $ 44.1 $ 47.9 $ 73.3 $ 52.0 $ 58.6 Total Tier 1 Capital $ 2.4 $ 3.1 $ 3.9 $ 4.6 $ 5.5 $ 6.6 Wealth Management Assets $ 20.2 $ 31.3 $ 41.6 $ 53.4 $ 72.3 $ 83.6 Preferred Banking Offi ces 58 61 66 68 68 69 franchise growth / 2011–2016 LOANS DEP O SITS TI ER 1 CAPITAL WEALTH MGMT ASSETS +18% +21% +22% +33% $ 22.8 $ 52.0 $ 22.5 $ 58.6 $ 2.4 $ 6.6 $ 20.2 $ 83.6 Compound Annual Growth Rate (2011-2016) Dollars in Billions Client-Focused Culture We have a client-focused culture supported by individual empowerment, responsibility and accountability. We trust our employees to care for our clients and are focused on fostering a diverse, friendly, fun and professional workplace. Happy people, happy clients. Leadership Depth and Breadth We are pleased with the depth, breadth and experience of our leadership team, which is well-positioned to lead First Republic going forward. Simple Business Model First Republic’s simple, straightforward business model has performed exceedingly well through the varying conditions of the past three decades. We have delivered 31 straight years of consistent profi tability. In 2016, we again experienced strong results: • Revenues were up 20% • Earnings per share were up 24% • Tangible book value per share was up 17% • Total capital increased 24% (post redemption of Series A Preferred Stock in January 2017) • Net charge-off s for the year totaled only $1.9 million, or less than one basis point of average total loans, and non-performing assets were only seven basis points of total assets In 2016, deposits were up 22% and we were successful in generating deposit growth across all of our channels — private banking, business banking and wealth management. Checking is now 64% of total deposits. Loan volume totaled $25.7 billion — our best year ever. Loan sales totaled $3.1 billion. Growth in loans outstanding, which was more than funded by deposits, was 18% and consistent with our plan. 4. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 5. Years 2011– 2016 2011– 2016 2011– 2016 2011– 2016 Private Wealth Management had another strong year. Wealth management assets were up 16% to $83.6 billion. Fee revenues from wealth management were up 26%, and now represent 13% of total revenues. Business Banking also had a good year. Both business loans and deposits grew nicely. At year-end, business loans outstanding represented 13% of total loans, while business deposits represented 53% of total deposits and consisted almost entirely of checking. We continue to make very signifi cant investments in the franchise. Th ese investments include the continued build-out of our regulatory and risk management infrastructure, upgraded technology, improvements to our offi ces and facilities and the introduction of a new digital banking experience. We introduced a number of new programs to further engage a wider age demographic of clients. Th e next generation of clients, in turn, challenges us to be ever better and brings fresh vitality to First Republic. Eagle Lending — our lending area focused on advancing personal and professional goals — has successfully grown in recent years, especially 2016. Our Professional Loan Program and student loan refi nancing program (Eagle Gold All-in-One) have been very successful in attracting and serving thousands of new, younger households. To further our commitment to help manage student loan debt, we acquired Gradifi in December of 2016. Gradifi is the leading provider of employer-sponsored student loan repayment benefi t plans nationwide. Th rough Gradifi ’s secure and easy-to-use platform, companies can make direct regular contributions toward the repayment of their employees’ education debt. Th is is a benefi t that we implemented in 2016 — before we decided to acquire Gradifi — and is available to all First Republic employees who have such debt. Th e positive response was overwhelming and it has proven to be a competitive hiring tool. actual loss experience – all loans / 2012–2016 Net charge-off s have averaged only 1 bp per year over 5 years • Top 50 U.S. banks’ net charge-off s averaged 23 bps1 per year over 5 years • Average losses at the top 50 U.S. banks were 18x those of First Republic Actual Net Charge-Offs as % of Average Loans First Republic Bank 50 Largest U.S. Banks 0.60% 0.55% 0.50% 0.45% 0.40% 0.35% 0.30% 0.25% 0.20% 0.15% 0.10% 0.05% 0.00% FRC 2 TOP 50 U.S. BANKS 1 2012 0.01 0.54 2013 0.05 0.32 2014 0.01 0.20 2015 0.01 0.17 2016 0.00 0.24 1) Comprised of the median for the top 50 U.S. banks by asset size as of December 31 of each corresponding year. 2) Net charge-offs include charge-offs against unaccreted loan discounts, if any. 6. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 7. Th roughout 2016, we also introduced many new programs to help our local communities prosper. Our newly formed Community Advisory Board is enhancing our already strong fair lending and Community Reinvestment Act (CRA) programs. And our new and very successful Eagle Community Loan Program helps more individuals in our communities become homeowners. We continue to monitor global economic conditions carefully, as well as signifi cant changes that might result from shift ing political climates. We remain cautiously optimistic about the general economic environment, particularly in our markets, and take comfort in the company’s overall conservative posture. Without our wonderful communities of clients, shareholders and dedicated colleagues, First Republic would not be what it is today. We sincerely thank each of you for your continued business and truly appreciate your ongoing support. It’s a privilege to serve you, James H. Herbert, II Chairman and Chief Executive Offi cer (Founding) Hafi ze Gaye Erkan Chief Deposit Offi cer and Chief Investment Offi cer Michael D. Selfridge Chief Banking Offi cer Jason C. Bender Chief Operating Offi cer Michael J. Roffl er Chief Financial Offi cer David B. Lichtman Chief Credit Offi cer Robert L. Thornton President Private Wealth Management Mollie M. Richardson Chief Administrative Offi cer and Chief People Offi cer consistent profitability and shareholder value creation In addition to a strong 2016, results over the last fi ve years have been strong. Revenues have grown 13% per annum and tangible book value per share has grown 14% per annum. stability • Consistent Leadership • Stable Client Relationships • Organic Expansion shareholder value creation • Enterprise Value 08/86: $23 Million (IPO) • Enterprise Value 12/16: $14.2 Billion • Enterprise Value Growth Since 1986: 24% Per Annum revenues and tangible book value per share / 2011–2016 REVENUES (dollars in billions) Compound Annual Growth Rate TANGIBLE BOOK VALUE PER SHARE Compound Annual Growth Rate $ 1.18 B +13% $ 2.21 B $ 18.25 +14% $ 35.35 2011– 2016 2011– 2016 CAGR computed over 5 years since December 31, 2011 CAGR computed over 5 years since December 31, 2011 frc total return since second ipo / 12.08.10 –12.31.16 COMPOUND ANNUAL GROWTH RATE Chart period of 6 years $100 $ 90 $ 80 $ 70 $ 60 $ 50 $ 40 $ 30 $ 20 $ 10 +24% 12/31/16 $92.14 / share IPO #2 12/8/10 $25.50 / share 12/08/10 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 8. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 9. Client Index C AT E G O R Y / I N D U S T R Y C L I E N T Arts/Entertainment Max Weinberg Nonprofi t/Arts Isabella Stewart Gardner Museum Tech/Entrepreneur Peloton Medical Jay Austen, M.D. Personal Banking Francisco Varela Personal Banking/Law Yasmin Naghash Personal and Business Banking David and Adele Fischbach Professional Services Andersen Tax Nonprofi t PowHERful Foundation Personal Banking Ken Elias and David Veselsky Personal and Business Banking Tahbazof Family Nonprofi t San Francisco SPCA Independent School Th e Buckley School P A G E 14 16 18 20 22 24 26 28 30 32 34 36 38 C AT E G O R Y / I N D U S T R Y C L I E N T Personal Banking/Arts Betye and Alison Saar Arts Dorrance Dance Personal Banking Richard and Susan Kramer Personal Banking Garret Tom and Family Brewery Fort Point Beer Company Personal and Business Banking Personal Banking and Brokerage* Westside Affi liated Holdings Catherine Duggan and Barry Siegel Entrepreneurs David and Kellie Long Personal Banking/Law Candace Neal Independent School Riverdale Country School Personal Banking and Trust Personal and Business Banking Duane and Barbara McDougall John and Kari Boiler P A G E 40 42 44 46 48 50 52 54 56 58 60 62 10. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 11. *Brokerage services are off ered through First Republic Securities Company, LLC, Member FINRA/SIPC. Our clients say it best. C L I E N T S I N C E / 2013 Max Weinberg Rock & Roll Hall of Fame Drummer and Real Estate Investor “When it comes to my family’s specifi c fi nancial needs, my bankers at First Republic are the best: thoughtful, thorough and proactive. Th ey don’t miss a beat.” N E W YO R K , N E W YO R K A N D PA L M B E A C H , F L O R I D A Max Weinberg has been the drummer for Th e E Street Band since 1974. A performer since the age of fi ve, Max’s goal was simple: To get people up out of their seats and dancing. Because as he says, “When you’re dancing — you can only feel good.” Additionally, from 1993-2010, Max served as the bandleader for NBC’s Late Night and t The Tonight Show programs. No matter what he’s involved in, Max knows his First Republic team is looking out for his best interests and helping him manage his family’s fi nances. 14. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 15. C L I E N T S I N C E / 2016 Isabella Stewart Gardner Museum Peggy Fogelman / Norma Jean Calderwood Director “In First Republic, we found a bank that is as passionate about our mission as we are.” B O S T O N , M A S S A C H U S E T T S Modeled aft er a Venetian palace, the Isabella Stewart Gardner Museum has been home to masters such as Rembrandt, Raphael, Titian, Michelangelo, Whistler and Sargent for well over 100 years. Th e Museum’s new wing provides a platform for contemporary artists, musicians, dancers and scholars to showcase their creativity. In order to ensure the Museum remains a cultural home to the Boston community, its leadership team relies on First Republic and its nonprofi t expertise, service and stability. Building on this foundation, the Museum can continue to preserve, protect and celebrate Isabella Stewart Gardner’s creation and safeguard her legacy for future generations. 16. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 17. C L I E N T S I N C E / 2014 Peloton John Foley / Co-Founder and CEO (seated left) Graham Stanton / Co-Founder (seated right) Tom Cortese / Co-Founder (standing left) Yony Feng / Co-Founder (standing right) “First Republic really helped us navigate the fi nancial waters of a new business. We wouldn’t be where we are today without this bank.” N E W YO R K , N E W YO R K At fi rst glance, you might not think Peloton is in the happiness-delivery business. Take another look, however, and you’ll understand why the fi tness cycling company’s founders feel they do just that. Because the way they see it, a workout on their bike can leave you feeling better — and help you lead a healthier, happier life. To spread this happiness on a global scale, Peloton knew they’d need a diff erent kind of banking partner. And so, at the recommendation of John Foley, Peloton’s Co-Founder and CEO and a client of the Bank since 2011, the technology and innovation company partnered with First Republic — and never looked back. Today, Peloton sees First Republic as a trusted member of their close-knit family. 18. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 19. C L I E N T S I N C E / 2012 Jay Austen, m.d. Division Chief, Plastic and Reconstructive Surgery; Division Chief, Burn Surgery / Massachusetts General Hospital “First Republic gives me peace of mind. Th ey put me fi rst and make it easy for me to do what I have to do.” B O S T O N , M A S S A C H U S E T T S As Chief of Plastic and Reconstructive Surgery and Burn Surgery at Massachu- setts General Hospital, Dr. Jay Austen knows that exquisite attention to detail yields the greatest results. A pioneer of several leading-edge surgical techniques, Jay spends his time performing operations, developing new technologies and conducting groundbreaking research. When not at the hospital, family com- mitments and volunteering his services to children with craniofacial deformities claim the remainder of his time. Balancing work, family and the causes he cares about takes skill and precision. In First Republic, Jay has a partner that treats him as well as he treats his patients. 20. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 21. C L I E N T S I N C E / 2001 Francisco Varela Director / Facebook Pictured with daughter, Elena Varela “First Republic has helped me buy our home and several investment properties over the last 15 years. Th eir responsiveness and service are unbeatable.” S A N F R A N C I S C O , C A L I F O R N I A As a director for Facebook, Francisco Varela has witnessed fi rst-hand what it means to connect. Whether it’s working to bring Wi-Fi to a community that’s never had Internet access before or using drone and satellite technology to ensure those in the remotest of villages can get online, Francisco believes in the power of connectivity to change the world. A First Republic client for over 15 years, Francisco enjoys sharing that same level of connectivity with his personal banker. Th rough the years, the two have worked closely together to help Francisco with everything from purchasing homes to taking care of everyday fi nances. Today, Francisco knows that, whatever the need, First Republic will be there to keep that connection going strong. 22. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 23. C L I E N T S I N C E / 2016 Yasmin Naghash Attorney “I refi nanced my student loans with First Republic and the fi nancial impact cannot be overstated. I am now more confi dent about the options shaping my future.” N E W YO R K , N E W YO R K Yasmin Naghash is a self-professed, life-long planner. From a young age, she knew she would devote herself to a career that honored her respect for the legal system, while setting aside time for her penchant for traveling. But when paying down law school debt proved to be a challenge, Yasmin followed a friend’s advice and reached out to First Republic to refi nance her loans. Today, Yasmin works as an attorney in global transactions, has more fi nancial freedom to fi ll her passport with stamps, and enjoys a close relationship with her First Republic personal banker. Having found a way to reduce signifi cantly her loan length and payments, the two are now at work planning out the next phase of Yasmin’s fi nancial future. 24. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 25. C L I E N T S S I N C E / 2014 David and Adele Fischbach David Fischbach, M.D. / CEO, Beachfront Only Vacation Rentals Adele Fischbach / CFO, Beachfront Only Vacation Rentals “Fast, easy and effi cient. Th at’s been our experience with First Republic from the very beginning.” O C E A N S I D E , C A L I F O R N I A Growing up in Nebraska, Dr. David Fischbach was about as far from the beach as you can get. Today, he and his wife Adele, a retired intensive care unit nurse, develop, build and rent exquisite vacation homes in San Diego — all located just steps from the ocean. For this couple, success begins and ends with creating exceptional get-away experiences and anticipating client needs down to the smallest details. Th e Fischbachs were pleased to fi nd that First Republic shared this same approach to service. In a business that is oft en unpredictable, this unwavering commitment to client care is now a foundation the Fischbachs rely on as they continue to build their dream homes. 26. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 27. C L I E N T S I N C E / 2008 Andersen Tax Mark Vorsatz / Managing Director and CEO “When First Republic fi nanced our loan program for partner buy-ins, they delivered exactly what we needed.” S A N F R A N C I S C O , C A L I F O R N I A Andersen Tax is one of the largest independent tax fi rms in the United States. When Mark Vorsatz and his fellow founding partners set out to start the business in 2002, they knew they wanted to build a fi rm unlike any other. At the core of the business is a group of highly trained professionals who deliver client solutions with a high-touch, personalized level of service. Clients of the Bank since 2008, the fi rm and its partners feel at home at First Republic thanks in part to the Bank’s relationship-fi rst approach to business. As it furthers its growth, Andersen Tax will continue to rely on First Republic — and a team who puts clients fi rst. 28. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 29. C L I E N T S I N C E / 2011 PowHERful Foundation Soledad O’Brien / Co-Founder and Chairman, PowHERful Foundation; Journalist /Producer Pictured with Scholars (standing left to right): Vanesa Cruz; Ariana Quiñones; Tassion Minor; Rochelle Ballantyne “No matter where I am in the world, I know that my First Republic personal banker is just a phone call away.” N E W YO R K , N E W YO R K Soledad O’Brien began PowHERful Foundation with the intention of providing women of color fi nancial assistance, mentoring and support to get to — and through — college. Her goal? To graduate confi dent, resourceful individuals who care about the world. To do this, Soledad knew she had to surround herself with others who shared her values. In First Republic, Soledad found a partner that cares for its clients as deeply as she cares about the women supported by her foundation. Since 2011, the organization has looked to the Bank to provide the resources and strategic guidance it needs to continue to transform lives — one scholar at a time. 30. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 31. C L I E N T S S I N C E / 2014 Ken Elias and David Veselsky Ken Elias / Interior Designer (left) David Veselsky / Retired Antiques Dealer (right) “First Republic works as a team – one that we can always count on.” PA L M B E A C H , F L O R I D A Ken Elias and David Veselsky share an eye for the fi ner things in life. As an interior designer, Ken has built deep relationships with discerning clients who appreciate his eclectic style. And for more than 40 years, David ran a successful antiques business that catered to collectors and dealers who held craft smanship and personalized service in high regard. Th ese days, the two divide their time between supporting arts-focused nonprofi ts and expanding their horizons through travel. First Republic clients since 2014, David and Ken appreciate the Bank’s dedication to mastering the art of exceptional customer service. 32. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 33. C L I E N T S S I N C E / 2005 Tahbazof Family Siavash Tahbazof, Owner, SST Investments (seated) Yosef Tahbazof ( far left); Sufi Tahbazof Hariri (left); Samaneh Tahbazof (right); Baha Hariri ( far right) Pictured with Leyli Hariri (standing left) and Mila Hariri (seated right) “When I call First Republic, there’s a human being on the other side of the phone. Th at’s extremely important to us.” W O O D S I D E , C A L I F O R N I A Back in 1981, when Siavash (Sia) Tahbazof and his wife Samaneh fled Iran in pursuit of the American Dream, he knew life would never be the same. Today, Sia is the owner of a successful Bay Area construction and development fi rm. Th roughout his career, Sia has held his company to the highest of stan- dards — treating others with respect and integrity is the fi rst order of business. So when a friend recommended First Republic, Sia knew he found a fi nancial partner that appreciated these same values. A client since 2005, the Tahbazof family knows that in First Republic they have a teammate who will help them continue to thrive and expand their family business. 34. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 35. C L I E N T S I N C E / 2001 San Francisco SPCA Jennifer Scarlett, D.V.M. / President Pictured with Brooke “First Republic seamlessly integrates all of our nonprofi t banking needs – and they make it look eff ortless.” S A N F R A N C I S C O , C A L I F O R N I A For nearly 150 years, the SF SPCA has been caring for animals and nurturing the city’s deep human /animal bond. So when Dr. Jennifer Scarlett took over as president, she knew that her responsibilities would go beyond helping animals in need to ensuring that this unique bond would remain strong. Th e way she sees it, animals bring out the best in their human companions. In First Republic, Jennifer knows she has a banking and brokerage partner that’s as responsive to her organization’s needs as the SF SPCA is to the needs of the animals it cares for. Th is shared commitment to the nonprofi t’s long-term well-being has forged a client / bank bond of its own. 36. F I R S T R E P U B L I C B A N K / 2 0 1 6 Brokerage services off ered through First Republic Securities Company, LLC, Member FINRA/SIPC. F I R S T R E P U B L I C B A N K / 2 0 1 6 37. C L I E N T S I N C E / 2000 The Buckley School James Busby / Head of School Lisa Turchan / CFO “Th e level of service we receive from First Republic is exceptional. It’s as though we are the Bank’s only client.” S H E R M A N O A K S , C A L I F O R N I A Founded in 1933 as an independent K–12 institution by Dr. Isabelle Buckley, Th e Buckley School has a long-standing tradition of building a strong and stable community. To do this, teachers and administrators dedicate themselves to developing a profound understanding of each and every one of their students. Recognizing in First Republic that same sense of mission and intention, the school partnered with the Bank in 2000 to help realize its short- and long-term projects, including construction of the school’s new performing arts center. Today, that relationship includes a partnership with Buckley’s investment committee to further ensure its mission and endowment goals. 38. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 39. C L I E N T S S I N C E / 2003 Betye and Alison Saar Betye Saar / Artist (left) Alison Saar / Artist (right) “We love the fact that First Republic treats us like members of a close-knit family.” L O S A N G E L E S , C A L I F O R N I A Betye and Alison Saar both have a long history of creating award-winning mixed-media art that is at once engaging and provocative. With hundreds of exhibitions, public collections, commissions, grants and awards to their credit, mother and daughter produce individual works of art that challenge the status quo and seek to unify humanity. In First Republic, the Saars feel a similar level of connection. From the start, both were drawn to the Bank’s commitment to personalized service and a banking experience that makes every client feel like family. Today, over 13 years later, this relationship remains strong and continues to enable these prolifi c artists to create, challenge and inspire. 40. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 41. C L I E N T S I N C E / 2015 Dorrance Dance Michelle Dorrance / Founder and Artistic Director “With First Republic, banking is an incredibly personal experience. Th ey take a creative approach to help me meet challenges.” N E W YO R K , N E W YO R K From the age of four, Michelle Dorrance knew what she would do for the rest of her life. Marrying the grace of her mother, a retired ballerina, and the ath- leticism of her father, who once coached soccer for the U.S. Women’s National Team, Michelle poured her heart into becoming the best tap dancer she could be. But when her dream eventually led to starting a dance company, the way forward wasn’t as clear. So when First Republic reached out to off er assistance, Michelle knew she had found a fi nancial partner that would help her fi nd solutions to every business challenge. Today, Michelle is on her way to worldwide renown. And First Republic is right there with her, every step of the way. 42. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 43. C L I E N T S S I N C E / 1989 Richard and Susan Kramer Richard Kramer / San Francisco Superior Court Judge (Retired); JAMS Susan Kramer, DrPH / VP Product Development, Annexon Biosciences “First Republic’s approach to banking is personal, effi cient and responsive. Th at’s something we’ve come to rely on through- out our decades-long relationship.” S A N F R A N C I S C O , C A L I F O R N I A Richard and Susan Kramer strive to lead productive lives. To Richard this has meant, among other things, nearly two decades serving as a San Francisco Superior Court Judge. Susan has invested over thirty years in the biotech industry developing therapies for cancer, neurodegeneration and other diseases. Th e couple, who met on a San Francisco cable car, follows a simple guideline: Be good, do good and have fun. Clients of First Republic since the early days of their marriage, the Kramers know that in the Bank, they have a fi nancial partner that is accommodating and fl exible enough to assist them as they strive to leave their mark on the world. 44. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 45. C L I E N T S S I N C E / 1995 Garret Tom and Family Garret Tom / Retired Deputy Chief, San Francisco Police Department Anita Tom / Owner, Kumon Center of San Francisco – Ocean Avenue Pictured with sons Everet Tom (left) and Ethan Tom (right) “When it comes to our family’s fi nances, First Republic has always been there for us – whatever we need, whenever we need it.” S A N F R A N C I S C O , C A L I F O R N I A Garret Tom knows what it means to protect and serve. A recently retired San Francisco Police Department Deputy Chief, Garret has been working to ensure the well-being of neighbors, families and friends his entire adult life. Th at he had such a successful career on the force is both a source of pride and a badge of honor for this native of the City by the Bay. In much the same way, First Republic has been a trusted partner to Garret, his wife and two sons — protecting and serving their diverse fi nancial interests for over two decades. Today, Garret knows that First Republic will continue to look out for him and those he cares about — no matter where life takes them next. 46. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 47. C L I E N T S I N C E / 2015 Fort Point Beer Company Tyler Catalana / Founder (left) Justin Catalana / Founder (right) “First Republic understands the needs of a company that’s in constant growth mode. We wouldn’t be where we are today without them.” S A N F R A N C I S C O , C A L I F O R N I A In January of 2014, San Francisco-based Fort Point Beer Company poured its fi rst beer — and never looked back. From the beginning, the award-winning craft brewery has been making beer inspired by the city it calls home and infused with a spirit of innovation. Early on, co-founders and brothers Justin and Tyler Catalana sensed that it wouldn’t be long before others began to sit up and take notice. So when the rapid growth they had once only dreamed of became a reality, the Catalanas turned to First Republic. Today, the brothers know that they have a fi nancial partner that shares their entrepreneurial outlook and has the expertise they need to take their craft beer from local favorite to household name. 48. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 49. C L I E N T S I N C E / 2008 Westside Affiliated Holdings Michael Klein / President (seated center) “First Republic understands our family, our business and the goals we have for both. We couldn’t ask for more.” L O S A N G E L E S , C A L I F O R N I A Over the past two decades, Westside Affi liated Holdings has constructed more than 100 custom homes in the West Los Angeles area. Building at such a pace and to the highest of standards has challenged the company’s owners, the Klein family, to fi nd ever new ways to go above and beyond for their buyers while never losing sight of the details. Clients of First Republic since 2008, the Kleins know that they have a banking partner that shares their family’s values and work ethic and is always there to provide a helping hand. For bank and builder alike, that’s a blueprint for success. 50. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 51. C L I E N T S S I N C E / 2001 Catherine Duggan and Barry Siegel Catherine Duggan / Retired Attorney and Author Barry Siegel / President, Bay Area Tumor Institute “In First Republic, no matter what our needs – personal, business or brokerage – we know we have a partner who shares our interests and our values.” O A K L A N D , C A L I F O R N I A Barry Siegel has dedicated his life’s work to providing optimal — and free — cancer treatment options to his community. Today, under his leader- ship, the Bay Area Tumor Institute does just that, bringing advanced therapies to patients who are limited by distance or fi nancial concerns, or who simply prefer to receive treatment where they can be among their families and support systems. Together with his wife Catherine Duggan, a retired attorney who has represented nonprofi ts and corporations alike, Barry has been a First Republic client for over 15 years. Both appreciate the Bank’s approach to providing business, brokerage and personal banking products that, just like the Institute, are designed with the needs of the clients in mind. 52. F I R S T R E P U B L I C B A N K / 2 0 1 6 Brokerage services off ered through First Republic Securities Company, LLC, Member FINRA/SIPC. F I R S T R E P U B L I C B A N K / 2 0 1 6 53. C L I E N T S S I N C E / 2016 David and Kellie Long David Long / Co-Founder and CEO, Orangetheory Fitness Kellie Long / Entrepreneur Pictured with daughter, Sadie Long “Our First Republic banker came to our home when we had a tight deadline. Talk about exceptional service.” D E L R AY B E A C H , F L O R I D A As Co-Founder and CEO of Orangetheory Fitness, Dave Long is living his dream of spreading health and wellness on a global scale. To do this success- fully, he and his entrepreneurial wife Kellie know that achieving a work / life balance had to be their top priority. Meeting the demands of business and two young daughters might be the toughest job this power couple has taken on yet — but they’re up to the challenge. To help lighten the load, the Longs’ dedicated team at First Republic fi nds every opportunity to respond to their banking needs in a fast, friendly manner. Being there for this busy family is all part of the commitment the Bank made when they fi rst became clients — and one it will continue to keep for years to come. 54. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 55. C L I E N T S I N C E / 2016 Candace Neal Attorney / San Francisco “First Republic has an amazing Eagle Community Loan Program. Th ey put my needs fi rst – and that was a game-changer for me.” O A K L A N D , C A L I F O R N I A Candace Neal knows opportunity when she sees it. So when the chance to purchase her fi rst home presented itself, she didn’t hesitate. Little did she know that she would discover unknown water issues which required extensive — and expensive — repairs. But then a colleague referred her to First Republic, and Candace took another step forward. Working with her personal banker, she refi nanced her loan and was able to lower her mortgage payments. Candace appreciates knowing the Bank is constantly on the lookout for opportunities that are tailor-made to her unique needs. As a result, Candace now happily refers friends to the Bank. 56. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 57. C L I E N T S I N C E / 2011 Riverdale Country School Dominic A.A. Randolph / Head of School (left) Dan Schultz / Director of Finance and Operations (right) “First Republic’s expertise in tax-exempt lending is unlike anything we’ve ever experienced. Th ey truly understand what it takes for us to make our vision for the school a day-to-day reality.” B R O N X , N E W YO R K Located just minutes from Manhattan is Riverdale Country School, an inde- pendent institution dedicated to developing minds, building character and creating community. Founded in 1907, the school recently embarked on an extensive, three-phase construction project. From the start, Riverdale Country School knew such an undertaking would be a challenge. But in drawing upon First Republic’s extensive experience guiding independent schools through tax-exempt fi nancing, it was able to complete the funding process with ease. Riverdale Country School looks forward to working further with the Bank to enhance its campuses and provide another century of innovative education that prepares students to be citizens of the world. 58. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 59. C L I E N T S S I N C E / 2007 Duane and Barbara McDougall Duane McDougall / Former CEO, Willamette Industries Barbara McDougall “Why First Republic Trust Company? Easy: incredible service, all of the time.” P O R T L A N D , O R E G O N A N D R A N C H O M I R A G E , C A L I F O R N I A To say that Duane and Barbara McDougall are a couple on-the-go is an under- statement. In between keeping up with their three children, four grandchildren, numerous public and community board responsibilities, and close-knit friends in Portland and Rancho Mirage, there’s little time for anything else. So when it came to establishing trusts for their children and grandchildren (and managing those trusts over the long haul), Duane and Barbara turned to First Republic knowing that the Bank would help them make all the right moves. Today, the McDougalls continue to place their trust in First Republic as they serve their communities and enjoy time with friends and family. 60. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 61. C L I E N T S S I N C E / 2005 John and Kari Boiler John Boiler / Founder and CEO, 72andSunny Kari Boiler / Founder, Kari Boiler LLC “We’ve always enjoyed the shorthand that comes with having a long-standing relationship with First Republic – they know us and our business, inside and out.” M A N H AT TA N B E A C H , C A L I F O R N I A When John Boiler decided to open his own advertising agency, he knew that it would need two things in order to be successful: At the heart of the agency, a spirit of collaboration. And in its soul, a dedication to the art of storytelling. Today, 72andSunny is an award-winning agency that serves some of the world’s most infl uential brands. For over a decade, First Republic has been the agency’s fi nancial backbone, there to ensure its heart and soul can thrive. Small wonder, then, that John and his wife Kari have relied on the Bank to look aft er their personal fi nances as well. In First Republic, the Boilers have found a collaborative partner to help them write a success story that will be told for many years to come. 62. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 63. “ Client care and service is our only business.” Jim Herbert Chairman and Chief Executive Offi cer (Founding) Contents Th e First Republic Diff erence Complete Products and Services Consolidated Statement of Income Consolidated Balance Sheet Additional Information Investing in Our Communities Executive Leadership and Board of Directors First Republic Values Locations P A G E 66 68 73 74 76 78 84 88 90 64. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 65. Full-Service Private Banking, Private Business Banking and Private Wealth Management D I N A R Y R O A R T X E S E R V I C E T H R O U GH PERSONAL &DIGITAL C H A N N E L S Residential Lending Personal Lending Commercial Real Estate Lending F U L L (cid:595) S E R V I C E P R I V AA A T E A N D Y O U R F I R S T C L I E N T B U S I N E S S R E P U BLIC R E L A T I S N O B A N KING R E G A N A M W E A TAA H IP R I V P Checking, Savings, CDs (Deposits) Business Banking Trust Services Financial Planning T N E M E G A N A M H LTLL A E Investment Management Foreign Exchange Brokerage Services The First Republic Difference What sets First Republic apart is our unwavering commitment to exceptional client service. Each of our clients benefi ts from having a single point of contact who coordinates all relationships within the organization — and who personally refers clients to colleagues as needed. At First Republic, our goal is to build long-term, rewarding relationships with our clients. Private Banking Our full suite of private banking services are designed to address our clients’ complete fi nancial picture and help them achieve their personal goals. To accomplish this, every private banking client works with a personal banker who knows them by name and serves as a single point of contact for all of their deposit and lending needs. At First Republic, our primary source of new clients is through referrals from satisfi ed existing clients. A distinctive brand of Private Banking includes: • A client-fi rst approach based on advice and solutions — not products • Full-service banking on both coasts, including convenient Banking Online, fl exible Bill Pay and no access fees at virtually all ATMs around the world. With our ATM Rebate Checking account, we even rebate access fees charged by other banks whenever our clients use their ATMs. • A commitment to ensuring our clients’ fi nancial safety and privacy remains at the forefront of everything we do Private Business Banking Our professional business bankers provide the same personalized and highly responsive service to the business community as we do to personal banking clients. Th at’s why we call it Private Business Banking. Specialized services off ered for: • Accounting Firms • Medical Practices • Real Estate Investors • Business Management Firms • Motion Picture and TV Production • Small Businesses • Engineering Services • Family Offi ces • Nonprofi ts • Private Clubs • Technology Firms • Venture Capital Funds/Firms • Independent Schools • Private Equity Funds/Firms • Wineries • Investment Management Firms • Private Yachts and Aircraft • Law Firms • Property Management Firms Private Wealth Management First Republic Private Wealth Management off ers customized investment management, trust and brokerage services for individuals, trusts, endowments and organizations. Wealth Management services include: • Portfolio Management • Trust Administration and Custody • Financial and Estate Planning • Insurance Services • Manager Selection • Comprehensive Brokerage Services Banking products and services are provided by First Republic Bank, Member FDIC and Equal Housing Lender Investment Advisory services are provided by First Republic Investment Management, Inc. Trust services are provided by First Republic Trust Company and First Republic Trust Company of Delaware LLC. Brokerage services are off ered through First Republic Securities Company, LLC, Member FINRA/SIPC. Insurance services are provided through First Republic Securities Company, LLC, Member FINRA/SIPC, DBA Grand Eagle Insurance Services, LLC, CA Insurance License # 0I13184. Investment, Insurance and Advisory Products and Services are Not FDIC Insured, Not Guaranteed and May Lose Value. 66. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 67. Complete Products and Services Residential Lending Commercial Real Estate Lending Personal Lending Private Business Banking • Single Family Mortgages • Vacation Home Mortgages • Co-Op and Condominium Loans • Home Equity Lines of Credit • Bridge Loans • All-in-One, Construction-to-Permanent Loans • Eagle Community Loan Program* • Apartment Building Loans • Mixed-Use Building Loans • Commercial Real Estate Loans • Construction and Renovation Loans • Stock/Bond Secured Loans • Unsecured Loans • Streamlined Loans and Lines of Credit (Eagle Gold) • Overdraft Lines of Credit • Student Loan Refi nancing (Eagle Gold All-in-One)** • Loan Programs for Employee Capital Call and Partnership Buy-Ins • Aircraft and Marine Financing • Lines of Credit • Term Loans • Lending to Nonprofi ts • Owner-User Commercial Real Estate Loans • Streamlined Small Business Lending (Eagle One) • Capital Call Lines • Loan Programs for Employee Capital Call and Partnership Buy-Ins • Standby Letters of Credit • Foreign Exchange • Private Yacht and Aircraft Financing • Winery and Vineyard Lending • Motion Picture and TV Financing • Simplifi ed Business Checking • Mobile Banking • Corporate Online Banking and Bill Pay • Business Interest Checking • Business Analyzed Checking • Business Money Market Accounts • Attorney Trust Accounts (IOLTA, IOTA, IOLA) • Business Debit Card • Armored Car/Cash Services • Multi-Client Management Accounts • Custody and Business Escrow Services • On-Site ATM Installation and Maintenance • Remote Deposit Services • Lockbox Services Nationwide • Funds Transfer and ACH Services • Positive Pay and Payee Positive Pay Services Deposit Services • ATM Rebate Checking*** • Classic Checking • Basic Checking • Money Market Checking • Money Market Savings • Passbook Savings • Certifi cates of Deposit • Traditional, Roth and SEP IRAs • Banking Online • Online Bill Pay • Mobile Banking and Mobile Check Deposit • Foreign Exchange * A relationship manager can provide details and determine if a property is eligible for the Eagle Community Loan Program. ** This product is not a student loan and may remove privileges and benefi ts associated with existing student loans. *** Domestic and foreign country ATM access fees are rebated at the end of the monthly cycle. Foreign currency conversion and other usage fees vary by country and network and are not included in the rebated ATM access fees. Investment Management Services Brokerage Services Trust Services Insurance Services • Equity Management • Fixed-Income Management • Alternative Investments: Private Equity, Private Real Estate, Credit, Special Situations and Hedge Funds* • Cash Management • Endowment Investment Management and Consulting • Financial Planning • Environmental, Social and Governance Investing • 401(k) Plan Management • Full-Service and Online Brokerage Services • Equities and Mutual Funds • Money Market Mutual Funds • Treasury Bills/Bonds • Agency Discount Notes • Municipal Notes/Bonds • Corporate Bonds • Brokerage CDs • Commercial Paper • Margin Loans • Equity Compensation Plans • 10b5-1 Plans for Corporate Executives • Hedging Strategies for Concentrated Stock Positions • FDIC-Insured Sweep Accounts • Option Exercise Programs • Personal Trust Services With Open Architecture • Trustee of Revocable, Irrevocable and Testamentary Trusts • Estate Settlement/Executor Services • Custody Services • Business Escrow Services • Independent and Objective Reporting • Delaware Trust Offi ce • Open Architecture Access to Top Carriers • Private Placement Life and Annuity Products, and Best-in-Class Products Off ering Alternative Investments • Permanent Life Insurance Products for • Disability Products for High-Income Executives Estate, Business Planning and Tax-Deferred Cash Accumulation and Professional Services Firms • Specialty and Hybrid Long-Term Care Products Investment Advisory services are provided by First Republic Investment Management, Inc. Trust services are provided by First Republic Trust Company and First Republic Trust Company of Delaware LLC. Brokerage services are off ered through First Republic Securities Company, LLC, Member FINRA/SIPC. Insurance services are provided through First Republic Securities Company, LLC, Member FINRA/SIPC, DBA Grand Eagle Insurance Services, LLC, CA Insurance License # 0I13184. * These products are off ered to clients who meet certain eligibility and suitability requirements. Investment, Insurance and Advisory Products and Services are Not FDIC Insured, Not Guaranteed and May Lose Value. 68. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 69. Our Latest Offering At the end of 2016 we acquired Gradifi , the leading provider of employer-sponsored student loan re- payment benefi t plans. Aft er off ering this benefi t to our employees through Gradifi , and witnessing their extraordinarily positive reactions, we wanted to do more — so we purchased the company. We were simply that impressed. Top performing companies need to attract and retain best-in-class talent, and also need innovative approaches to address the comprehensive fi nancial health of their employees. Gradifi ’s platform is secure and easy-to-use. Its client-focused approach, both for the employer and employee, is commensurate with First Republic’s extraordinary service. In the United States, 44 million borrowers with $1.3 trillion in student loan debt stand to benefi t.* Gradifi is the leading provider of this service — and the opportunity is tremendous. Learn more: gradifi .com * Source: Federal Reserve Bank of New York 70. F I R S T R E P U B L I C B A N K / 2 0 1 6 “Th is innovative benefi t has been enor- mously well-received by our employees and we are very appreciative of our partnership with Gradifi .” Frank Steinert Chief Human Resources Offi cer, Penguin Random House “ Aft er extensive due diligence, we endorse Gradifi as the provider of student loan repayment benefi t plans.” American Bankers Association February 1, 2017 “ Gradifi has a solution for the $1.3 trillion student loan debt crisis.” Forbes October 29, 2015 F I R S T R E P U B L I C B A N K / 2 0 1 6 71. Financial Summary / 2016 Consolidated Statement of Income in thousands, except per share amounts YEAR EN DED DECEMBER 31 20 16 2 015 2 014 Interest income: Loans Investments Other Cash and cash equivalents Total interest income Interest expense: Deposits Borrowings Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income: Investment management fees Brokerage and investment fees Trust fees Foreign exchange fee income Deposit fees Gain on sale of loans Loan servicing fees, net Loan and related fees Income from investments in life insurance Gain on investment securities, net Other income Total noninterest income Noninterest expense: Salaries and employee benefits Information systems Occupancy Professional fees FDIC assessments Advertising and marketing Amortization of intangibles Other expenses Total noninterest expense Income before provision for income taxes Provision for income taxes Net income Dividends on preferred stock Net income available to common shareholders Basic earnings per common share Diluted earnings per common share Dividends per common share Weighted average shares — basic Weighted average shares — diluted $ 1,573,403 378,719 19,266 9,485 $ 1,361,654 268,682 27,464 6,292 1,980,873 1,664,092 73,765 89,946 163,711 1,817,162 47,192 1,769,970 224,626 31,868 12,365 22,406 20,699 4,828 13,465 14,097 48,119 1,055 1,284 394,812 763,625 153,207 119,139 52,740 44,200 32,783 25,002 146,490 61,072 86,357 147,429 1,516,663 55,439 1,461,224 178,738 19,659 10,745 22,517 19,311 9,725 13,040 12,393 35,474 821 2,630 325,053 596,593 119,114 106,856 73,022 35,250 25,562 21,760 117,452 1,337,186 1,095,609 827,596 154,168 673,428 68,589 $ 604,839 $ $ $ 4.07 3.93 0.63 148,752 154,095 690,668 168,523 522,145 58,928 $ 463,217 $ $ $ 3.27 3.18 0.59 141,689 145,510 $ 1,271,562 189,630 18,106 3,711 1,483,009 60,454 91,795 152,249 1,330,760 56,486 1,274,274 147,840 14,404 10,483 19,552 18,468 35,515 9,701 8,658 29,558 21,837 2,339 318,355 490,341 95,387 98,466 53,429 31,294 25,703 22,744 105,382 922,746 669,883 182,877 487,006 55,556 $ 431,450 $ $ $ 3.16 3.07 0.54 136,420 140,497 See notes to consolidated fi nancial statements in our Annual Report on Form 10-K. F I R S T R E P U B L I C B A N K / 2 0 1 6 73. Consolidated Balance Sheet dollars in thousands assets AS OF DECEMBER 31 2 016 2 015 AS OF DECEMBER 3 1 2 016 2 015 liabilities and equity Cash and cash equivalents Securities purchased under agreements to resell $ 2,107,722 $ 1,131,110 100 100 Investment securities: Investment securities available-for-sale Investment securities held-to-maturity Total investment securities Loans: Single family (1-4 units) Home equity lines of credit Multifamily (5+ units) Commercial real estate Single family construction Multifamily/commercial construction Business Stock secured Other secured Unsecured Total loans Less: Net unaccreted discount Net deferred fees and costs Allowance for loan losses Loans, net Loans held for sale Investments in life insurance Tax credit investments Prepaid expenses and other assets Premises, equipment and leasehold improvements, net Goodwill Other intangible assets Mortgage servicing rights Total Assets See notes to consolidated fi nancial statements in our Annual Report on Form 10-K. 2,007,258 13,150,157 15,157,415 26,234,768 2,622,231 6,688,203 5,484,620 496,631 929,076 6,886,816 821,708 723,250 1,130,614 2,910,801 7,540,678 10,451,479 23,092,346 2,370,188 5,371,484 4,462,834 436,774 693,364 6,232,378 521,005 541,637 423,795 52,017,917 44,145,805 (75,975) 66,375 (306,398) (108,499) 46,263 (261,058) 51,701,919 43,822,511 407,226 1,273,172 1,121,416 923,224 207,592 203,177 112,399 62,410 48,681 1,168,596 1,006,836 817,410 172,008 171,616 137,400 53,538 $ 73,277,772 $ 58,981,285 Liabilities: Deposits: Noninterest-bearing checking Interest-bearing checking Money market checking Money market savings and passbooks Certificates of deposit Total deposits Short-term borrowings Long-term FHLB advances Senior notes Subordinated notes Debt related to variable interest entities Other liabilities Total Liabilities Shareholders’ Equity: Preferred stock, $0.01 par value per share; 1,139,525 and 989,525 shares issued and outstanding Common stock, $0.01 par value per share; 154,292,487 and 146,109,790 shares issued and outstanding Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity $ 22,740,303 14,575,890 7,969,787 8,203,340 5,113,061 $ 18,252,007 12,027,363 5,756,821 7,270,396 4,586,878 58,602,381 47,893,465 100,000 5,900,000 397,955 387,380 25,973 955,431 100,000 4,000,000 397,159 — 29,643 855,335 66,369,120 53,275,602 1,139,525 989,525 1,543 3,301,705 2,459,540 6,339 6,908,652 1,461 2,770,265 1,949,652 (5,220) 5,705,683 $ 73,277,772 $ 58,981,285 74. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 75. First Republic Common and Preferred Stock First Republic Bank’s Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol FRC. At December 31, 2016, the Bank believes that its shares are held benefi cially by approximately 110,000 shareholders. First Republic Bank’s issues of Preferred Stock trade as depositary shares on NYSE under the symbols FRCPrB for the Series B, FRCPrC for the Series C, FRCPrD for the Series D, FRCPrE for the Series E, FRCPrF for the Series F and FRCPrG for the Series G. Th e Bank’s Series A Preferred Stock (FRCPrA) was redeemed on January 30, 2017. Additional Information and Where to Find it In accordance with the Securities Exchange Act of 1934 (the “Exchange Act”), First Republic fi les annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for the annual meeting of shareholders and other information with the FDIC, copies of which are available on the FDIC website at https://efr.fdic.gov/fcxweb/efr/index.html, in the Investor Relations section of our website at fi rstrepublic.com or upon written or telephone request to us at the following address: First Republic Bank Investor Relations, 111 Pine Street, San Francisco, CA 94111, (415) 392-1400. Forward-Looking Statements Th is document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this document that are not historical facts are hereby identifi ed 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 forward-looking. Th ese statements are oft en, 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 diff er materially from those expressed in them. Our actual results could diff er materially from those anticipated in such forward-looking statements as a result of risks and uncertainties more fully described in the risk factors in our 2016 Annual Report on Form 10-K. Forward-looking statements involving such risks and uncertainties include, but are not limited to, statements regarding: projections of loans, assets, deposits, liabilities, revenues, expenses, tax liabilities, net income, capital expenditures, liquidity, dividends, capital structure, investments or other fi nancial items; expectations regarding the banking and wealth management industries; descriptions of plans or objectives of management for future operations, products or services; forecasts of future economic conditions generally and in our market areas in particular, which may aff ect the ability of borrowers to repay their loans and the value of real property or other property held as collateral for such loans; our opportunities for growth and our plans for expansion (including opening new offi ces); expectations about the performance of any new offi ces; projections about loan premiums or discounts and about the amount of intangible assets, as well as 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; projections regarding costs, including the impact on our effi ciency ratio; and descriptions of assumptions underlying or relating to any of the foregoing. Factors that could cause actual results to diff er from those discussed in the forward-looking statements include, but are not limited to: signifi cant competition to attract and retain banking and wealth management customers, from both traditional and non- traditional fi nancial services and technology companies; our ability to recruit and retain key managers, employees and board members; the possibility of earthquakes and other natural disasters aff ecting the markets in which we operate; interest rate risk and credit risk; our ability to maintain and follow high underwriting standards; economic and market conditions aff ecting the valuation of our investment securities portfolio, which could result in other- than-temporary impairment if the general economy deteriorates, credit ratings decline, the fi nancial condition of issuers deteriorates, interest rates increase or the liquidity for securities is limited; real estate prices generally and in our markets; our geographic and product concentrations; demand for our products and services; the regulatory environment in which we operate, our regulatory compliance and future regulatory requirements; the phase-in of the fi nal capital rules regarding the Basel Committee’s “Basel III” December 2010 framework, changes to the defi nitions and components of regulatory capital and a new approach for risk-weighted assets; legislative and regulatory actions aff ecting us and the fi nancial services industry, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, including increased compliance costs, limitations on activities and requirements to hold additional capital; our ability to avoid litigation and its associated costs and liabilities; the impact of new accounting standards; future FDIC special assessments or changes to regular assessments; fraud, cybersecurity and privacy risks; and custom technology preferences of our customers and our ability to successfully execute on initiatives relating to enhancements of our technology infrastructure, including client-facing systems and applications. For a discussion of these and other risks and uncertainties, see the risk factors in our 2016 Annual Report on Form 10-K and any subsequent reports fi led by First Republic under the Exchange Act. Th ese fi lings are available in the Investor Relations section of our website. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not diff er materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualifi ed in their entirety by reference to the factors discussed throughout this document and in our 2016 Annual Report on Form 10-K. 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 refl ect events or circumstances aft er the date on which the statement is made or to refl ect the occurrence of unanticipated events. 76. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 77. Investing in Our Communities Affordable Housing Children Education Health and Welfare The Arts At First Republic, giving back to our communities is a part of who we are. Since 1985, we have consistently contributed time, support and money to nonprofi t organizations across the country. Join us in celebrating three such outstanding organizations with which we have the privilege of working. We salute their dedication and delight in watching these organizations make a meaningful impact on their communities. La Cocina S A N F R A N C I S C O , C A L I F O R N I A La Cocina nurtures food entrepreneurs. Launched in 2005 by Th e Women’s Foundation of California, La Cocina provides local, subsidized commercial kitchen space, hands- on technical assistance and retail opportunities to low-income individuals — primarily female immigrants — to enter the food business as entrepreneurs. Th e program teaches the skills necessary to start a business: marketing, product, operations and fi nance. Since inception, 30 businesses have emerged from what many consider to be the most important food organization in San Francisco. Each business infuses the community with jobs and fl avorful culinary experiences. Th e businesses of La Cocina sell their products locally, regionally, nationally and internationally. F I R S T R E P U B L I C B A N K / 2 0 1 6 79. Cristo Rey New York N E W YO R K , N E W YO R K SEO Scholars S A N F R A N C I S C O , C A L I F O R N I A A N D N E W Y O R K , N E W Y O R K Cristo Rey New York promotes career mentorship and fi nancial education through its Corporate Work Study Program (CWSP). In the CWSP, which runs concurrently with the school year, students from low-income families work one day a week in entry-level positions to gain fi rsthand work experience and learn the value of hard work, responsibility and ambition. Over the course of the program, students directly contribute toward their education, earning up to 45 percent of their tuition. Last year, CWSP students worked with 136 companies across 24 diff erent sectors, adding value to their communities and preparing for their next chapter. Sponsors for Educational Opportunity (SEO) believes in the power of education to break the cycle of poverty. Its free, eight-year academic program provides supplemen- tal education and mentoring to underserved public high school students to get them to — and through — college. While attending high school, SEO Scholars receive over 700 hours of additional instruction in English and math. And in college, Scholars enjoy ongoing, one-on-one academic, personal and career support. Th e result: 90 percent graduate from college, with 87 percent becoming fi rst-generation college graduates. 80. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 81. Investing in Our Communities Community Advisory Board First Republic’s Community Advisory Board, comprised of fi ve recognized and highly respected community leaders, is a key part of our outreach. Th e Commu- nity Advisory Board off ers advice and strategic guidance on initiatives related to aff ordable housing, fi nancial empow- erment and small business and economic development. Mr. Bryant is Founder, Chairman and CEO of Operation HOPE; Chairman and CEO of Bryant Group Ventures; and Co-Founder of Global Dignity. He is a member of the founding class of The Forum of Young Glob- al Leaders, and founding member of Clinton Global Initiative. Mr. Bryant has received over 500 notable awards and citations for his work, including being recognized as one of Time magazine’s “50 Leaders for the Future” and the 2016 “Innovator of the Year” by American Banker magazine. He is the author of bestsellers How the Poor Can Save Capitalism: Rebuilding the Path to the Middle Class and LOVE LEADERSHIP: The New Way to Lead in a Fear-Based World. r Mr. Monzon is a founding member, and serves as Board President, for the Monte- bello Housing Development Corporation (MHDC). He is Board President of the Bella Monte Homes LLC, Board Secretary of the Montebello Rotary Foundation, Treasurer of the Pasadena Altadena Coalition of Trans- formative Leaders and former President of the Pasadena Management Association. Mr. Monzon is the National Council of La Raza’s (NCLR) Affi liate Council Representa- tive for California, and serves on numerous other boards in his community. His awards include the Panther Advocacy Award (2012) and NCLR Champions of Homeown- ership (2015). John Hope Bryant Board Member Robert Monzon Board Member Ms. Bautista is President and CEO of the National Asian American Coalition (NAAC) and CEO of the National Diversity Coalition (NDC). She is a champion of the under- served, reaching out to communities that have traditionally been left out of home- ownership, small business and fi nancial literacy. She is an advisory member on the boards of CUDC, CIT, Banc of California and Royal Business Bank. Formerly, she was a member of the Offi ce of Thrift Supervision’s Minority Depository Institutions Advisory Committee and sat on the Low-Income Oversight Board for the California Public Utilities Commission. y Ms. Jensen is President and CEO of Habitat for Humanity East Bay/Silicon Valley and serves on the board of directors for Sili- con Valley@Home, Habitat for Humanity California State Support Organization and California Housing Consortium (board of governors). She is Vice Chair of Habitat for Humanity International’s U.S. Council, serves on several national committees, and chairs Habitat California’s statewide Legislative Committee. Ms. Jensen’s ex- perience spans 25 years with expertise in nonprofi t management primarily in the fi elds of healthcare and aff ordable housing. Ms. Viek is CEO of CAMEO, the California Association for Micro Enterprise Oppor- tunity, and a pioneer in micro-enterprise and business incubation in California. She is recognized as a thought leader for micro- business and her ideas have been published in outlets such as Huffi ngton Post, American Banker and The Washington Post. She is the r founder and former Executive Director of the Renaissance Entrepreneurship Center in San Francisco, a board member of the Association for Enterprise Opportunity, and serves on the MUFG Union Bank Commu- nity Advisory Board. Her awards include the Small Business Administration’s “Women in Business Champion of the Year.” Faith Bautista Board Chair Janice Jensen Board Member Claudia Viek Board Member First Republic’s commitment to the community encompasses a wide variety of areas: from community lending to our fi nancial literacy educational programs. Below is a brief summary of just some of our eff orts to support and engage our local communities. $3.4 billion Originated over 1,500 low- to moderate-income community development loans1 $1.4 billion Amount committed to low- income housing tax credit investments3 25% Percentage of small business loans in low- to moderate-income census tracts4 14.6 % 38% 6400 hours Percentage of single family home loans funded by unit to low- to moderate-income borrowers2 Percentage of loans to nonprofi t organizations in our Business Banking loan portfolio3 Hours volunteered by First Republic employees through our formal, paid Employee Volunteer Program5 1) Loans originated from 2011 through November 30, 2016, the most recent reportable time period 2) Most recent data available, as determined by Home Mortgage Disclosure Act data (“HMDA”) 3) As of December 31, 2016 4) For loans funded in 2015, the most recent reportable time period; percentage calculated by number of loans 5) For the year 2016 82. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 83. Executive Leadership We are very pleased with the depth and experience of our leadership team. Th e guidance at the top is well-balanced with extensive institutional knowledge, outside input and innovative approaches to challenges and opportunities. What follows on this page and the next are biographies of our executive team and Board of Directors. James H. Herbert, ii, 72, Chairman and Chief Executive Offi cer (Founding) Michael D. Selfridge, 49, Senior Executive Vice President and Chief Banking Offi cer Mr. Herbert founded First Republic Bank as CEO in 1985. Previously, he was the Founding President, Chief Executive Offi cer and a director of San Francisco Bancorp from 1980-1985. Mr. Herbert is a trustee of Babson College, San Francisco Ballet Association (Chair and Co-Chair, 2002-2008) and Joyce Theater of New York. He is also a director of Lincoln Center for the Performing Arts, New York, and The BASIC Fund. B.S., 1966, Babson College; M.B.A., 1969, New York University; Harvard Business School CEO Presidents’ Seminar Graduate. Mr. Selfridge joined First Republic in 2012. He was appointed Deputy Chief Operating Offi cer in January 2013, Chief Operating Offi cer in February 2014, and Chief Banking Offi cer eff ective January 1, 2016. As Chief Banking Offi cer, he is responsible overall for Private Banking, Business Banking and Information Technology. Prior to joining First Republic, he was Head of U.S. Regional Banking at Silicon Valley Bank. He serves on the Board of Directors of Catholic Charities of San Francisco. B.S., 1989, California Polytechnic State University, San Luis Obispo; M.B.A., 1995, University of San Francisco; Harvard Business School Advanced Management Program, 2013. Hafize Gaye Erkan, 37, Executive Vice President, Chief Deposit Offi cer and Chief Investment Offi cer Michael J. Roffler, 46, Executive Vice President and Chief Financial Offi cer Ms. Erkan joined First Republic in 2014 as Chief Investment Offi cer and Co-Chief Risk Offi cer and was appointed Chief Deposit Offi cer eff ective January 1, 2016. She is responsible for managing the Bank’s investment portfolio and oversees the Bank’s deposit gathering franchise. Additionally, Ms. Erkan oversees banking activities in the New York and Boston regions. Prior to First Republic, she worked for Goldman Sachs where she was the Managing Director and Head of Financial Institutions Group Strats. B.Sc., 2001, Bogazici University (Turkey); Ph.D., 2005, Princeton University; Harvard Business School Advanced Management Program, 2015; Stanford Graduate School of Business Executive Program in Leadership, 2016. Mr. Roffl er joined First Republic in November 2009 as Deputy Chief Financial Offi cer and was appointed Executive Vice President and Chief Financial Offi cer on January 1, 2015. Prior to joining the Bank, Mr. Roffl er was a Certifi ed Public Accountant with KPMG LLP for 16 years, fi ve of which were as an audit partner. B.S., 1993, Marquette University; Stanford Graduate School of Business Executive Program, 2013. Jason C. Bender, 47, Executive Vice President and Chief Operating Offi cer David B. Lichtman, 53, Executive Vice President and Chief Credit Offi cer Mr. Bender has been with First Republic since 1999, and managed the Bank’s fi nance department for over a decade before being appointed Chief Administrative Offi cer on January 1, 2013. Eff ective January 1, 2016, he was appointed Chief Operating Offi cer and is responsible for the overall operations of deposits and lending, strategic planning, enterprise data, online banking and related digital activities, and secondary loan marketing. He oversees banking activities in the Orange County and San Diego regions. B.A., 1992, Swarthmore College; M.B.A., 1999, Stanford Graduate School of Business; Harvard Business School Advanced Management Program, 2014. Robert L. Thornton, 59, Executive Vice President of First Republic Bank and President of First Republic Private Wealth Management Mr. Thornton joined First Republic in 2004 and currently serves as President of First Republic Investment Management and President of First Republic Private Wealth Management. He became Executive Vice President of First Republic Bank in 2015 and oversees banking activities for the Los Angeles and Palm Beach regions. Prior to joining First Republic, Mr. Thornton held senior roles at Goldman Sachs, Credit Suisse and Deutsche Bank over a 20 year period. B.A. 1980, Duke University; J.D., 1983, Columbia Law School; Stanford Graduate School of Business Executive Program, 2014. Mr. Lichtman has been with First Republic since 1986, and has held positions in various phases of lending operations at the Bank. Mr. Lichtman was appointed Chief Credit Offi cer in 1995. In the role of Chief Credit Offi cer, he is responsible for promoting the Bank’s credit culture focused on safe and disciplined lending standards and practices. B.A., 1985, Vassar College; M.B.A., 1990, University of California, Berkeley. Mollie M. Richardson, 38, Executive Vice President, Chief Administrative Offi cer and Chief People Offi cer Ms. Richardson joined First Republic in 2003 and was appointed Chief Administrative Offi cer on January 1, 2016 and Chief People Offi cer in November 2016. Ms. Richardson oversees human resources, enterprise collaboration, facilities/administrative services, Eagle Lending and various bank-wide initiatives. Ms. Richardson previously served as Deputy Chief Administrative Offi cer and head of Board and Investor Relations at First Republic. She is Co-Chair of the Network for Teaching Entrepreneurship, Bay Area. B.A., 2001, Sonoma State University; Harvard Business School Advanced Management Program, 2013. 84. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 85. Board of Directors James H. Herbert, ii, 72, Chairman, Chief Executive Offi cer (Founding) and Board Member Pamela J. Joyner, 58, Board Member Mr. Herbert founded First Republic Bank as CEO in 1985. Previously, he was the Founding President, Chief Executive Offi cer and a director of San Francisco Bancorp from 1980-1985. Mr. Herbert is a trustee of Babson College, San Francisco Ballet Association (Chair and Co-Chair, 2002-2008) and Joyce Theater of New York. He is also a director of Lincoln Center for the Performing Arts, New York, and The BASIC Fund. B.S., 1966, Babson College; M.B.A., 1969, New York University; Harvard Business School CEO Presidents’ Seminar Graduate. Ms. Joyner is a Founding Partner of Avid Partners LLC, a strategic marketing consulting fi rm. Previously, she held senior positions at Bowman Capital Management LLC and Capital Guardian Trust Company. She is a Trustee Emeritus of Dartmouth College, a trustee of the Art Institute of Chicago, J. Paul Getty Trust and Tate Americas Foundation. She was Co-Chair of the San Francisco Ballet Association. B.A., 1979, Dartmouth College; M.B.A., 1984, Harvard University; M.A., Honorary Degree, 2001, Dartmouth College. Katherine August-deWilde, 69, Vice Chair and Board Member Reynold Levy, 71, Board Member / Lead Outside Director Ms. August-deWilde was an executive at First Republic Bank from 1985-2015. She served as President from 2007 and as COO from 1996-2014. Previously, she was Senior Vice President and Chief Financial Offi cer at PMI Group. She serves on the public company boards of TriNet Group, Inc. and Sunrun, Inc. She also serves on the private company boards of Equilar, Inc. and Eventbrite. She is a member of the Advisory Council of the Stanford Center on Longevity and a member of the Stanford University Graduate School of Business Advisory Council. A.B., 1969, Goucher College; M.B.A., 1975, Stanford University. Mr. Levy is President of the Robin Hood Foundation. He was President of Lincoln Center for the Performing Arts from 2002-2013. Previously, he was President of the International Rescue Committee and a senior executive at AT&T. He is currently a consultant to nonprofi ts and individual benefactors. He is a fellow of the American Academy of Arts and Sciences and Chairman of the Board of the Charles H. Revson Foundation. B.A., 1966, Hobart College; M.A., 1969, University of Virginia; Ph.D., 1973, University of Virginia; J.D., 1973, Columbia University Law School. Thomas J. Barrack, jr., 69, Board Member Jody S. Lindell, 65, Board Member Mr. Barrack is Executive Chairman of Colony NorthStar, Inc. He previously held the position of Founder and Executive Chairman of Colony Capital, Inc., the predecessor to Colony NorthStar. He served in the Reagan administration as Deputy Undersecretary of the Department of the Interior and was Chairman of the 58th Presidential Inaugural Committee. He is a trustee of the University of Southern California, sits on a variety of public and private boards, and was awarded France’s Chevalier de la Légion d’honneur by President Nicolas Sarkozy. B.A., 1969, University of Southern California; J.D., 1972, University of San Diego. Ms. Lindell is President and CEO of S.G. Management Inc., an asset management company. She is a director of the Cooper Companies and a member of its Audit and Compensation Committees. She is also a director of PDL BioPharma and a member of its Audit and Corporate Governance Committees. Until 2000, Ms. Lindell was a partner with KPMG LLP. B.A., 1973, and M.B.A., 1975, Stanford University. Certifi ed Public Accountant (inactive). Frank J. Fahrenkopf, jr., 77, Board Member Duncan L. Niederauer, 57, Board Member Mr. Fahrenkopf was President and CEO of the American Gaming Association for 18 years. He is of counsel in the Washington, D.C. law fi rm of Hogan Lovells. He is Co-Chairman of the Commission on Presidential Debates. From 1983 to 1989, he was Chairman of the Republican National Committee. He is a director of ten funds within the Gabelli Funds, LLC fund complex. He is also a director of Eldorado Resorts, Inc. and a member of the private company board of BMM International. B.A., 1962, University of Nevada, Reno; L.L.B., 1965, University of California, Berkeley. Mr. Niederauer served as CEO of NYSE (2007-2014) and partner of Goldman Sachs. Currently he is a founding partner of the Mountain Top Advisory Group, and managing member of 555 Capital, an angel investment fund. He is a director of Realogy Holdings Corp. and Geox SpA, and sits on several additional boards, including the Congressional Medal of Honor Foundation, The American Ireland Fund and Colgate University. He and his wife Alison led the Newmark School’s “Destination of Promise” campaign to build a school for children with autism and related disabilities. B.A., 1981, Colgate University; M.B.A., 1985, Emory University. L. Martin Gibbs, 79, Board Member George G. C. Parker, 78, Board Member Mr. Gibbs is currently an investor who retired from his law practice in 2010. He previously represented First Republic from its inception through the end of 2009 and was a partner in the law fi rm of White & Case LLP, where he had a broad-based corporate legal practice with substantial experience in mergers and acquisitions, securitizations, real estate, private equity and banking transactions. A.B., 1959, Brown University; J.D., 1962, Columbia University School of Law. Mr. Parker is the Dean Witter Distinguished Professor of Finance, Emeritus, formerly Senior Associate Dean for Academic Aff airs, Director of the MBA Program and Director of Executive Education at the Graduate School of Business, Stanford University. He serves on the board of directors of Colony NorthStar, Inc. and Threshold Pharmaceuticals, Inc. B.A., 1960, Haverford College; M.B.A., Ph.D., 1967, Stanford University. Boris Groysberg, 45, Board Member Professor Groysberg teaches business administration in the Organizational Behavior unit at the Harvard Business School. He is the author of Chasing Stars: The Myth of Talent and the Portability of Performance, and co-author of Talk, Inc.: How Trusted Leaders Use Conversation to Power their Organizations and Wall Street Research: Past, Present, and Future. He has published more than 100 articles, notes and case studies on how fi rms develop and utilize their talent, and has won numerous awards for his research on managing human capital. B.S., 1994, New York University Stern School of Business; D.B.A., 2002, Harvard Business School. Sandra R. Hernández, m.d., 59, Board Member Dr. Hernández is President and CEO of the California HealthCare Foundation, an independent foundation dedicated to improving the health of the people of California. Prior to joining CHCF, she was CEO of The San Francisco Foundation, which she led for 16 years. Dr. Hernández previously served as director of public health for the City and County of San Francisco and co-chaired San Francisco’s Universal Healthcare Council. B.A., 1979, Yale University; M.D., 1984, Tufts School of Medicine; Senior Executives in State and Local Government certifi cate program, Harvard University’s John F. Kennedy School of Government. Emeritus Roger O. Walther, 81, Chairman Emeritus Founding Chairman and member of Director’s Loan Committee, Mr. Walther is Chairman of Tusker Corporation, a real estate management fi rm. He is a director of The Charles Schwab Corporation, a Chancellor’s Associate and member of the Audit Committee of the UCSF Foundation, and a member of the Festival Napa Valley executive committee. B.S., 1958, United States Coast Guard Academy; M.B.A., 1961, Wharton School, University of Pennsylvania. 86. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 87. First Republic Values Do the Right Thing Provide Extraordinary Service Think Positively Move Forward, Move Fast Respect the Team Take Responsibility Grow Have Fun 88. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 89. Locations Northern California San Francisco 101 Pine Street (at Front Street) San Francisco, California 94111 (415) 392-1400; (800) 392-1400 One Embarcadero Center Street Level (at Front Street) San Francisco, California 94111 (415) 398-8880 44 Montgomery Street (at Sutter Street) San Francisco, California 94104 (415) 392-3888 1088 Stockton Street (at Jackson Street) San Francisco, California 94108 (415) 834-0888 1699 Van Ness Avenue (at Sacramento Street) San Francisco, California 94109 (415) 447-0888 The Presidio of San Francisco 558 Presidio Boulevard (at Letterman Drive) San Francisco, California 94129 (415) 561-2988 3533 California Street (in Laurel Village) San Francisco, California 94118 (415) 831-6688 6001 Geary Boulevard (at 24th Avenue) San Francisco, California 94121 (415) 751-3888 653 Irving Street (at 8th Avenue) San Francisco, California 94122 (415) 564-8881 1809 Irving Street (at 19th Avenue) San Francisco, California 94122 (415) 664-0888 279 West Portal Avenue (at 14th Avenue) San Francisco, California 94127 (415) 504-8799 2550 Sand Hill Road, Suite 100 (at Monte Rosa Drive) Menlo Park, California 94025 (650) 233-8880 680 Hartz Avenue (at Railroad Avenue) Danville, California 94526 (925) 820-1777 Market Square 1355 Market Street, Suite 140 (at 9th Street) San Francisco, California 94103 (415) 487-0888 405 Howard Street, Suite 110 (at Fremont Street) San Francisco, California 94105 (415) 975-3877 Pine Street Extension One Front Street (at Market Street) San Francisco, California 94111 (415) 392-1400; (800) 392-1400 San Francisco Peninsula 139 South El Camino Real (at Murchison Drive) Millbrae, California 94030 (650) 692-6880 1155 California Drive (at Broadway) Burlingame, California 94010 (650) 579-2888 1111 South El Camino Real (at 12th Avenue) San Mateo, California 94402 (650) 571-8388; (888) 571-8388 776 El Camino Real (at Broadway) Redwood City, California 94063 (650) 216-8883 1215 El Camino Real (at Oak Grove Avenue) Menlo Park, California 94025 (650) 470-8888; (888) 907-6888 2275 El Camino Real (at Cambridge Avenue) Palo Alto, California 94306 (650) 329-8883; (866) 818-8883 3130 Crow Canyon Place (at Crow Canyon Road) San Ramon, California 94583 (925) 866-1414 400 South San Antonio Road (at Lyell Street) Los Altos, California 94022 (650) 559-8810; (877) 838-8989 249 Main Street (at Old Bernal Avenue) Pleasanton, California 94566 (925) 846-8811 201 West El Camino Real (at South Frances Street) Sunnyvale, California 94087 (408) 733-8881 10297 South De Anza Boulevard (at Rodrigues Avenue) Cupertino, California 95014 (408) 973-8881 1625 The Alameda (at Villa Avenue) San Jose, California 95126 (408) 999-0242 275 Los Gatos Saratoga Road (at Massol Avenue) Los Gatos, California 95030 (408) 395-2235 San Francisco East Bay 2110 Mountain Boulevard (at Merced Avenue in Montclair) Oakland, California 94611 (510) 530-8881 224 Brookwood Road (at Camino Pablo) Orinda, California 94563 (925) 254-8993 1400 Civic Drive (at North Broadway) Walnut Creek, California 94596 (925) 256-6857 211 South J Street (at 2nd Street) Livermore, California 94550 (925) 373-3811 Marin County 1218 Strawberry Village (at Redwood Highway Frontage Road) Mill Valley, California 94941 (415) 389-0880 1099 Fourth Street (at A Street) San Rafael, California 94901 (415) 485-3888; (800) 700-0388 Napa County 1753 Trancas Street (at Old California Way) Napa, California 94558 (707) 254-8600 999 Adams Street, Suite 401 (at Library Lane) St. Helena, California 94574 (707) 968-0988 Sonoma County 640 Third Street (at D Street) Santa Rosa, California 95404 (707) 544-8881; (888) 492-0888 Southern California Los Angeles 1888 Century Park East (north of Olympic in Century City) Los Angeles, California 90067 (310) 712-1888; (877) 743-7777 9593 Wilshire Boulevard (at Dayton Way) Beverly Hills, California 90212 (310) 288-0777; (800) 311-0777 11770 San Vicente Boulevard (at Gorham Ave. in Brentwood) Los Angeles, California 90049 (310) 820-1820 431 Wilshire Boulevard (at 5th Street) Santa Monica, California 90401 (310) 393-8889 12070 Ventura Boulevard (at Laurel Canyon Boulevard) Studio City, California 91604 (818) 752-4777 888 South Figueroa Street (at West 9th Street) Los Angeles, California 90017 (213) 239-8883 Santa Barbara 1200 State Street (at E Anapamu Street) Santa Barbara, California 93101 (805) 560-6883 Palm Desert 73010 El Paseo (at Highway 74) Palm Desert, California 92260 (760) 776-8882 Newport Beach 3991 MacArthur Boulevard (at Bowsprit Drive) Newport Beach, California 92660 (949) 756-8828; (888) 339-3088 2800 East Coast Highway (at Goldenrod Avenue) Corona del Mar, California 92625 (949) 721-0988; (888) 694-8337 San Diego County 1280 4th Avenue (at A Street) San Diego, California 92101 (619) 238-9088 8347 La Mesa Boulevard (at 3rd Street) La Mesa, California 91942 (619) 462-6700 1200 Prospect Street (at Ivanhoe Avenue) La Jolla, California 92037 (858) 454-8883; (888) 648-8878 1110 Camino Del Mar (north of 11th Street) Del Mar, California 92014 (858) 755-5600; (800) 221-9333 116 East Grand Avenue (at North Broadway) Escondido, California 92025 (760) 740-7000 12626 High Bluff Drive, Suite 400 (at Del Mar Heights Road) San Diego, California 92130 (858) 259-2795 Oregon 947 SW Broadway (at SW Salmon Street) Portland, Oregon 97205 (503) 525-8800 New York Connecticut Rockefeller Center 1230 Avenue of the Americas (at 48th Street) New York, New York 10020 (212) 459-9000; (877) 486-6700 Time Warner Center 10 Columbus Circle (at West 59th Street) New York, New York 10019 (212) 331-0088; (866) 309-8080 2160 Broadway (at 76th Street) New York, New York 10024 (212) 580-8588 148 East 79th Street (at Lexington Avenue) New York, New York 10075 (212) 288-6888 575 Madison Avenue (at 56th Street) New York, New York 10022 (212) 371-8088 320 Park Avenue (at 51st Street) New York, New York 10022 (212) 486-8882 443 Park Avenue South (at East 30th Street) New York, New York 10016 (212) 532-8882 442 6th Avenue (at 10th Street) New York, New York 10011 (212) 253-8888 225 Broadway (at Barclay Street) New York, New York 10007 (Projected opening Spring 2017) 163 Canal Street (at Elizabeth Street) New York, New York 10011 (Projected opening Spring 2017) 93 Mason Street (at Lewis Street) Greenwich, Connecticut 06830 (203) 422-0818; (866) 810-8918 Massachusetts 160 Federal Street (at High Street) Boston, Massachusetts 02110 (617) 330-1288; (866) 810-8919 One Post Offi ce Square (at Milk Street) Boston, Massachusetts 02109 (617) 423-2888 772 Boylston Street (at Mandarin Oriental Hotel) Boston, Massachusetts 02199 (617) 859-8888 284 Washington Street (at Eaton Court) Wellesley, Massachusetts 02481 (781) 239-9881 New Hampshire Lending Offi ce 130 Main Street, Suite 206A Salem, New Hampshire 03079 (603) 893-8875; (866) 780-8808 Florida 241 Royal Palm Way (west of South County Road) Palm Beach, Florida 33480 (561) 835-8829 90. F I R S T R E P U B L I C B A N K / 2 0 1 6 F I R S T R E P U B L I C B A N K / 2 0 1 6 91. Private Wealth Management Corporate Information Northern California 111 Pine Street (at Front Street) San Francisco, California 94111 (415) 288-1400; (800) 257-4414 2500 Sand Hill Road, Suite 200 (at Monte Rosa Drive) Menlo Park, California 94025 (650) 433-5508 3000 Sand Hill Road, Suite 2-160 Menlo Park, California 94025 (650) 352-9300 2275 El Camino Real (at Cambridge Avenue) Palo Alto, California 94306 (650) 329-8883; (866) 818-8883 Southern California 1888 Century Park East (north of Olympic in Century City) Los Angeles, California 90067 (310) 712-1888; (877) 743-7777 1200 State Street (at E Anapamu Street) Santa Barbara, California 93101 (800) 677-0953 3991 MacArthur Boulevard Suite 300 (at Bowsprit Drive) Newport Beach, California 92660 (949) 756-8828; (888) 339-3088 12626 High Bluff Drive, Suite 400 (at Del Mar Heights Road) San Diego, California 92130 (858) 259-2795 Oregon 947 SW Broadway (at SW Salmon Street) Portland, Oregon 97205 (503) 525-8800; (888) 848-3680 Washington 900 Washington Street Suite 8001 Vancouver, Washington 98660 (360) 695-6047 New York Rockefeller Center 1230 Avenue of the Americas (at 48th Street) New York, New York 10020 (212) 759-7755; (800) 775-0604 1001 Franklin Avenue, Suite 210 (at 10th Street) Garden City, New York 11530 (516) 873-7888 Massachusetts 160 Federal Street (at High Street) Boston, Massachusetts 02110 (617) 330-1288; (866) 810-8919 284 Washington Street (at Eaton Court) Wellesley, Massachusetts 02481 (781) 239-9881 Delaware 1201 North Market Street 10th Floor (at West 12th Street) Wilmington, Delaware 19801 (302) 888-2988 Florida 241 Royal Palm Way (west of South County Road) Palm Beach, Florida 33480 (561) 835-8829 Hawaii 745 Fort Street Mall, Suite 1202 Honolulu, Hawaii 96813 (808) 524-4477; (866) 524-4477 stock trading Listed on the New York Stock Exchange: Common Stock Symbol – FRC Preferred Stock Series B-G Symbols: FRCPrB, FRCPrC, FRCPrD, FRCPrE, FRCPrF, FRCPrG Preferred Stock Series A (FRCPrA) redeemed January 30, 2017 transfer agent Common and Preferred Stock – Computershare Inc. external counsel Sullivan & Cromwell LLP Arnold & Porter LLP auditors KPMG LLP First Republic Private Wealth Management includes First Republic Trust Company; First Republic Trust Company of Delaware LLC; First Republic Investment Management, Inc., an SEC Registered Investment Advisor; and First Republic Securities Company, LLC, Member FINRA/SIPC. 92. F I R S T R E P U B L I C B A N K / 2 0 1 6 energy and includes 20% post-consumer recovered fiber. 100% of the electricity used to manufacture it is matched with renewable energy credits (RECS) from Green-e® certified energy sources — primarily wind. ® certified paper manufactured with renewable Design: Howry Design Associates / San Francisco Principal Photography: Jamey Stillings Project Director: Seta Hanoian © 2017 First Republic Bank. All rights reserved. 111 Pine Street San Francisco, CA 94111 (415) 392-1400 (800) 392-1400 fi rstrepublic.com facebook.com/fi rstrepublicbank twitter.com/fi rstrepublic 

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