Royal Bank of Canada
Annual Report 2008

Plain-text annual report

the partnership that drives our business a leader in our category R o y a l B a n k o f C a n a d a 2 0 0 8 A n n u a l R e p o r t Working hard to help clients CReAte my own business a mining powerhouse This is a carbon neutral publication. Net carbon dioxide equivalent emissions associated with the production and distribution of this report have been neutralized through the purchase and retirement of certified emission reductions (CERs). CERs are subjected to a rigorous validation, certification, registration and issuance process designed to ensure real, measurable and verifiable emission reductions that are recognized under the Kyoto Protocol. a learning experience an education for our children All paper used in the production of this report is FSC (Forest Stewardship Council) certified, acid free and elemental chlorine free. Fibre used in the manufacture of the paper comes from well-managed forests independently certified by SmartWood Program of the Rainforest Alliance, according to Forest Stewardship Council rules. Paper used for the cover of the report contains 10% post-consumer waste. Form #81104 (12/2008) Royal Bank of Canada 2008 Annual Report a retirement plan we can look forward to a banking experience right for us  Vision • Always earning the right to be our clients’ first choice Values • Excellent service to clients and each other • Working together to succeed • Personal responsibility for high performance • Diversity for growth and innovation • Trust through integrity in everything we do Strategic goals • In Canada, to be the undisputed leader in financial services • In the U.S., to be a leading provider of banking, wealth management and capital markets services by building on and leveraging RBC’s considerable capabilities • Internationally, to be a premier provider of select banking, wealth management and capital markets services in markets of choice royal BanK oF CanaD a (RY on TSX and NYSE) and its subsidiaries operate under the master brand name RBC. We are Canada’s largest bank as measured by assets and market capitalization, one of North America’s leading diversified financial services companies and among the largest banks in the world, as measured by market capitalization. We provide personal and commercial banking, wealth management services, insurance, corporate and investment banking and transaction processing services on a global basis. We employ more than 80,000 full- and part-time employees who serve more than 17 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 48 other countries. For more information, please visit rbc.com. Contents 1 Financial highlights 4 Chief Executive Officer’s message 9 Performance review 10 Business discussion 16 Chairman’s message 17 Corporate governance 19 Corporate responsibility 28 Management’s Discussion and Analysis 29 Overview 35 Accounting and control matters 39 Financial performance 51 Quarterly financial information 53 Business segment results 75 Financial condition 83 Risk, capital and liquidity management 112 Overview of other risks 116 Additional factors that may affect future results 119 Additional financial information 125 Consolidated Financial Statements 126 Management’s responsibility for financial reporting 126 Report of Independent Registered Chartered Accountants 127 Management’s Report on Internal Control over Financial Reporting 127 Report of Independent Registered Chartered Accountants 128 Consolidated Balance Sheets 129 Consolidated Statements of Income 130 Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity 131 Consolidated Statements of Cash Flows 132 Notes to the Consolidated Financial Statements 201 Supplementary information 205 Glossary 207 Directors and executive officers 208 Principal subsidiaries 209 Shareholder information This annual report contains forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. Additional information about these factors can be found under Caution regarding forward-looking statements on page 29. Shareholder information Corporate headquarters Street address: Royal Bank of Canada 200 Bay Street Toronto, Ontario Canada M5J 2J5 Tel: (416) 974-5151 Fax: (416) 955-7800 Mailing address: P.O. Box 1 Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 website: rbc.com Transfer Agent and Registrar Main Agent Computershare Trust Company of Canada 1500 University Street Suite 700 Montreal, Quebec Canada H3A 3S8 Tel: 1-866-586-7635 (Canada and the United States) or (514) 982-7555 (International) Fax: (514) 982-7580 website: computershare.com Co-Transfer Agent (U.S.) Computershare Trust Company, N.A. 350 Indiana Street Suite 800 Golden, Colorado U.S.A. 80401 Tel: 1-800-962-4284 Co-Transfer Agent (United Kingdom) Computershare Investor Services PLC Securities Services – Registrars P.O. Box No. 82, The Pavilions Bridgwater Road, Bristol BS99 7NH England Stock exchange listings (Symbol: RY) Common shares are listed on: Canada Toronto Stock Exchange (TSX) U.S. New York Stock Exchange (NYSE) Switzerland Swiss Exchange (SWX) All preferred shares are listed on the Toronto Stock Exchange. Valuation Day price For capital gains purposes, the Valuation Day (December 22, 1971) cost base for our common shares is $7.38 per share. This amount has been adjusted to reflect the two-for-one share split of March 1981 and the two-for-one share split of February 1990. The one-for-one share divi dend paid in October 2000 and April 2006 did not affect the Valuation Day value for our common shares. Shareholder contacts For dividend information, change in share registration or address, lost stock certificates, tax forms, estate transfers or dividend reinvestment, please contact: Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario, Canada M5J 2Y1 Tel: 1-866-586-7635 (Canada and the United States) or (514) 982-7555 (International) Fax: 1-888-453-0330 (Canada and the United States) or (416) 263-9394 (International) e-mail: service@computershare.com For other shareholder inquiries, please contact: Shareholder Relations Royal Bank of Canada 200 Bay Street, 9th Floor South Tower Toronto, Ontario Canada M5J 2J5 Tel: (416) 955-7806 Fax: (416) 974-3535 For financial information inquiries, please contact: Investor Relations Royal Bank of Canada 200 Bay Street 14th Floor, South Tower Toronto, Ontario Canada M5J 2J5 Tel: (416) 955-7802 Fax: (416) 955-7800 or visit our website at rbc.com/investorrelations Direct deposit service Shareholders in Canada and the United States may have their RBC common share dividends deposited directly to their bank account by electronic funds trans- fer. To arrange for this service, please contact our Transfer Agent and Registrar, Computershare Trust Company of Canada. Eligible Dividend Designation For purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our common and preferred shares after December 31, 2005, are designated as “eligible dividends.” Unless stated other- wise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules. Common share repurchases We are engaged in a Normal Course Issuer Bid (NCIB) through the facilities of the Toronto Stock Exchange. During the one-year period commencing November 1, 2008, we may repurchase up to 20 million common shares in the open market at market prices. We determine the amount and timing of the purchases under the NCIB, subject to prior consultation with OSFI. A copy of our Notice of Intention to file a NCIB may be obtained, without charge, by contacting our Secretary at our Toronto mailing address. 2009 Annual Meeting The Annual Meeting of Shareholders will be held on Thursday, February 26, 2009 at 9:00 a.m. (Pacific Standard Time) at the Vancouver Convention & Exhibition Centre, Parkview Terrace, 999 Canada Place, Vancouver, British Columbia, Canada. 2009 Quarterly earnings release dates First quarter Second quarter Third quarter Fourth quarter February 26 May 29 August 27 December 4 Dividend dates for 2009 Subject to approval by the Board of Directors Common and preferred shares series W, AA, AB, AC, AD, AE, AF, AG, AH, AJ and AL La Banque Royale publie aussi son Rapport annuel en français. Legal Deposit, fourth quarter, 2008 Bibliothèque nationale du Québec Record dates Payment dates January 26 April 23 July 27 October 26 February 24 May 22 August 24 November 24 Printed in Canada This annual report is printed on acid-free paper and the entire book is recyclable. Equal EmploymEnt opportunity: As required by our Code of Conduct, which applies to all RBC companies and applies equally to employees, we are committed to providing equal opportunity in all dealings with employees, clients, suppliers and others. In the U.S., our subsidiaries are committed to providing Equal Employment Opportunity in compliance with relevant U.S. federal legislation and regulations (EEO rules) to all employees and applicants for employment. Consistent with this commitment, all employment decisions of our U.S. subsidiaries are based upon skill and performance without regard to race, colour, national origin or ancestry, religion, age, disability, gender, sexual orientation, status as a veteran or any other factors or characteristics protected by law. Our U.S. subsidiaries are Equal Opportunity Employers and comply with U.S. federal, state and municipal employment laws, including regulations applicable to federal contractors. Disclosure in our 2008 Annual Report to Shareholders about our U.S. subsidiaries’ Equal Employment Opportunity practices is required pursuant to EEO rules. Information contained in or otherwise accessible through the websites mentioned in this report to shareholders does not form a part of this report. All references in this report to shareholders to websites are inactive textual references and are for your information only. d n a r b r e t n I Trademarks used in this report include the LION & GLOBE Symbol, ROYAL BANK OF CANADA, RBC, RBC BANK, RBC BLUEPRINT FOR DOING BETTER, RBC BLUE WATER PROJECT, RBC CAPITAL TRUST, RBC COMMUNITY BLUEPRINT, RBC DIRECT INVESTING, RBC ENVIRONMENTAL BLUEPRINT, RBC INSURANCE, RBC SUBORDINATED NOTES TRUST, RBC TSNs, RBC TruCS and RBC WEALTH MANAGEMENT which are trademarks of Royal Bank of Canada used by Royal Bank of Canada and/or its subsidiaries under license. All other trademarks mentioned in this report, which are not the property of Royal Bank of Canada, are owned by their respective holders. RBC Dexia IS and affiliated RBC Dexia IS companies are licensed users of the RBC trademark. Financial Highlights (C$ millions, except per share and percentage amounts) Operating performance Total revenue Provision for credit losses Non-interest expense Net income Return on common equity (ROE) Earnings per share (EPS) – diluted Capital (1) Tier 1 capital ratio Total capital ratio Risk-adjusted assets 2008 2007 2006 2008 vs. 2007 Increase (decrease) $ 21,582 1,595 12,351 4,555 18.0% 3.38 $ $ 22,462 791 12,473 5,492 24.6% 4.19 $ $ 20,637 429 11,495 4,728 23.5% 3.59 $ $ $ (880) 804 (122) (937) n.m. (.81) (4)% 102% (1)% (17)% (660)bps (19)% 9.0% 11.1% $ 278,579 9.4% 11.5% $ 247,635 9.6% 11.9% $ 223,709 n.m. n.m. $ 30,944 (40)bps (40)bps 12% Key drivers Total loans (before allowance for loan losses) Deposits Total assets Assets under management (AUM) Assets under administration (AUA) – RBC (2) $ 291,755 438,575 723,859 226,900 623,300 $ 239,429 365,205 600,346 161,500 615,100 $ 209,939 343,523 536,780 143,100 582,300 $ 52,326 73,370 123,513 65,400 8,200 22% 20% 21% 40% 1% Common share information Share price (RY on the TSX) High Low Close Dividends declared per share Book value per share Market capitalization (C$ millions) $ 55.84 39.05 46.84 2.00 20.99 62,825 $ 61.08 49.50 56.04 1.82 17.58 71,522 $ 51.49 41.29 49.80 1.44 16.52 63,788 $ (5.24) (10.45) (9.20) .18 3.41 (8,697) (9)% (21)% (16)% 10% 19% (12)% (1) 2008 capital ratios and risk-adjusted assets are calculated using guidelines issued by the Office of the Superintendent of Financial Institutions Canada (OSFI) under the new Basel II framework. Comparative capital ratios and risk-adjusted assets are calculated using guidelines issued by OSFI under the Basel I framework. Basel I and Basel II are not directly comparable. Assets under administration – RBC: Revised to include mutual funds sold through our Canadian branch network. Comparative amounts have been revised to reflect this change. (2) n.m. not meaningful Net income EPS – diluted ROE 2 9 4 5 $ , 8 2 7 4 $ , 5 5 5 4 $ , 7 8 3 3 $ , 3 0 8 2 $ , . 9 1 4 $ . 9 5 3 $ . 8 3 3 $ . 7 5 2 $ . 1 1 2 $ % 6 4 2 . % 5 3 2 . % 0 8 1 . % 6 5 1 . % 0 8 1 . 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 Financial highlights Royal Bank of Canada: Annual Report 2008 1 Return on equity (ROE) % 6 . 4 2 % 6 . 4 2 % 5 . 3 2 % 0 . 8 1 % 6 . 5 1 2004 2005 2006 2007 2008 Total shareholder returns (TSR) (on a $100 investment on Nov. 1, 2001) 0 4 2 $ 0 4 2 $ 7 0 2 $ 8 6 1 $ 4 2 1 $ 2004 2005 2006 2007 2008 a visionary leader in biotech our dream vacation my future, the way I design it an improved water system the next generation of mobile commerce a software revolution a detailed plan to act upon new ways to power the planet an oil and gas pioneer my first new car a global opportunity an addition to our family home Working hard to help clients create “If we have learned one thing from the events of the past year, it is that in difficult times clients most need and value honest and expert advice from professionals who can deliver solutions. At RBC, we are working hard to help clients create confidence in their future.” – Gordon M. Nixon CHIEF EXECUTIVE OFFICER’s MEssAGE Uncertain times bring into sharp relief the importance of fundamentals. This year, as market and economic conditions were at their most challenging, RBC emerged, not unscathed, but strong and stable largely due to our commit- ment to the essential elements of sound management: business diversification, comprehensive risk management, a clear strategy, and a strong balance sheet. If we have learned one thing from the events of the past year, it is that in difficult times clients need and value honest and expert advice from professionals who can deliver solutions. At RBC, we are working hard to put our clients first by giving them advice, products and services that help them create confidence in their future. We have encouraged a more collaborative and accountable culture where employees are empowered to create a superior client experience. This culture is reflected in our client-centric vision, in the work of more than 80,000 professionals leveraging their experience and expertise, and in RBC’s depth and breadth of resources for the benefit of all our clients. The current financial crisis has shown its ability to substan- tially alter the environment for many individuals, companies, financial institutions, and our shareholders. While we have not been able to escape the year without some losses, in 2008, RBC generated more than $4.5 billion of earnings and a return on equity of 18.0%. These results prove that, as the rules for our sector and our domestic and global economies are being rewritten, RBC’s strategy of actively managing a diversified portfolio of businesses and excelling at the execution of our revenue and cost-efficiency initiatives has enabled us to withstand the past year’s market shocks and pressures and continue to generate value for our clients and shareholders. RBC’s diversified business portfolio remains the foundation of both our stability and our success, particularly through trying times. While several of our businesses have been significantly impacted by current economic events, the diversification of our portfolio of businesses across industries, geographies and client segments has reduced the overall volatility of our 4 Royal Bank of Canada: Annual Report 2008 Chief Executive Officer’s message revenues and earnings. This provides us with the flexibility and stability necessary to make investments in pursuit of our long-term strategy and goals. Given the overall strength of our portfolio of businesses, we find ourselves in a position to take advantage of opportunities that many of our competitors can no longer consider. Our ongoing commitment to strong risk and performance management has allowed us to stay on course better than many of our domestic and international competitors. We diver- sify our risk in numerous ways while continuing to prudently use our balance sheet to produce high-quality earnings. We recognize that maintaining and continually enhancing our risk management capabilities will be critical as we navigate the challenging territory ahead of us. In addition, the strength of our asset quality and our liquidity position should provide a solid base for future growth. In summary, our continued strong earnings performance relative to peers and top quartile performance of our share price over the medium- and long-term periods of three, five and 10 years reflect our sound risk management approach, our franchise’s strong financial foundation, the benefits of our diversified business model and, most importantly, the hard work of our dedicated employees. 2008 Strategic goals Throughout this year, our people and businesses have been committed to pursuing our three long-term strategic goals: • In Canada, to be the undisputed leader in financial services • In the U.S., to be a leading provider of banking, wealth management and capital markets services, building on and leveraging RBC’s considerable capabilities • Internationally, to be a premier provider of select banking, wealth management and capital markets services in markets of choice. In Canada, our retail banking, wealth management, insurance and capital markets businesses made significant strides Gordon M. Nixon President and Chief Executive Officer Janice R. Fukakusa Chief Financial Officer during the year, enhancing our market leadership positions while making it easier for clients to do business with us. In the fiercely competitive Canadian banking marketplace, we must continue to earn our clients’ business by ensuring our advice and services are accessible and available across a variety of channels. We have made it more convenient for clients to do business with us by growing our mobile and specialized sales forces, adding new bank branches and automated teller machines (ATMs), and increasing the number of bank branches that are open extended hours, including Saturdays, particularly in high-growth areas. Our clients can now do business with our contact centre agents in over 150 languages, and our small business and commercial business clients in all major interna- tional trading regions can now fulfill all their business needs through a single relationship. Furthermore, we have deepened client relationships and rewarded clients for their loyalty through innovative offerings. These and many other efforts have not gone unnoticed, with many notable third parties recognizing us for our client services capabilities including Synovate, Euromoney, and Maritz Canada Inc. As the largest Canadian provider of wealth management services, we continued to offer our clients a full range of investment advice and planning services, supported by a team of experts in financial and retirement planning, tax, law, and trusts and estates. Our clients have access to an extensive family of equity and fixed income investment products from our asset management division, which broadened its capabilities by acquiring Phillips, Hager & North Investment Management Ltd. (PH&N) on May 1, 2008. The acquisition makes us the largest mutual fund company in Canada with a 16% market share and the largest private asset manager. The strength of this business is further reflected by $8.8 billion in total mutual fund net sales in fiscal 2008. RBC is the only bank in Canada to offer a suite of insurance solutions for both personal and business clients, and we are the Canadian market leader in creditor and travel insurance and the second largest provider of living benefits products. Our product and distribution capabilities are also unique. RBC Insurance offers a broad range of life and health, and property and casualty products through proprietary channels (adjacent insurance branches and career sales forces) as well as through a variety of third-party channels (travel agents and life insurance brokers), allowing our clients the opportunity to create peace of mind by addressing all of their insurance needs. As a leader in most aspects of the Canadian wholesale marketplace, we are the country’s largest investment bank, and number one or two in many domestic rankings, including domestic debt capital markets and equity research. Importantly, a strong balance sheet and a respected brand name have enabled us to successfully export key competitive strengths into new markets. Outside Canada, we have devoted significant management and financial resources to building our capabilities, our client base, and our brand. Since 2001, we have thoughtfully grown our banking business in the southeastern U.S. market. Through measured organic growth and expansion through strategic acquisitions, we have created a network of nearly 440 branches in North Carolina, South Carolina, Virginia, Georgia, Alabama, and Florida. Our U.S. banking business has been significantly affected by the ongoing stress in the U.S. housing market and the weakening U.S. economy. We have taken steps to address these issues, consistent with our commitment to prudent risk management practices. We exited our residential builder finance business outside our footprint and are actively managing the assets in that portfolio to reduce the impact of impaired loans over the long term. While we are aggressively monitoring and managing our retail and commercial loan port- folios, we are selectively growing our asset base by acquiring high-quality personal and business clients who are attracted to the quality of the RBC franchise. In addition, we are focused on leveraging the well-developed business and commercial Chief Executive Officer’s message Royal Bank of Canada: Annual Report 2008 5 David I. McKay Group Head, Canadian Banking W. James Westlake Group Head, International Banking and Insurance strategy in our U.S. banking business to develop an equally robust retail strategy to provide clients with an integrated experience and a full product suite to serve their business and retail needs. We are keenly aware that improving our U.S. bank’s earnings will be a long-term process, as we need to work through the residual weakness in the U.S. economy. We have done a great deal of work to create momentum for the next few years and, while there is no doubt that we face structural, credit and economic headwinds in the U.S. banking environment, we believe that we will be well-positioned when the environment improves. Over the past year, we extended the reach of our wealth management services in the U.S. Our acquisition of Ferris, Baker Watts, Incorporated (FBW), significantly expanded our presence in key regions and added more than 300 financial consultants to our business. In addition, over the past year, we have attracted experienced financial consultants from our competitors to our U.S. wealth management business, a testa- ment to both the quality of our business and to our growing reputation in the U.S. RBC now has more than 2,000 financial consultants serving clients in 41 states from 204 retail offices, making us the seventh-largest national investment advisory firm in the U.S. We also completed the conversion of our U.S. wealth management business to a single broker-dealer plat- form, along with our capital markets operations. As a result, our clients will have increased access to the global capabilities of RBC as well as to the broad product development capabili- ties of our capital markets business. While economic events over the past year had a negative impact on some of our capital markets businesses in the U.S., many others were able to capitalize on opportunities created by the market environment, adding talent and resources that were drawn to the strength and stability of the RBC brand name. And while many of our competitors have been forced to downsize or significantly change their fundamental business models, the soundness of our U.S. capital markets business has enabled us to aggressively reposition and redirect resources to take advantage of a broad range of opportunities that the evolving market has created. For example, busi- nesses hurt by the market’s recent instability, such as our structured products and securitization businesses, have been rationalized, while those that had new opportunities created by the turmoil, such as investment banking, fixed income and securities, have significantly upgraded their capabilities by recruiting experienced talent from competitor organizations. We have not, however, changed our fundamental risk appetite or profile. Consistent with our emphasis on prudent risk management and maintaining our strong balance sheet, our capital markets business is focused on deploying capital in a manner that enhances and expands key client relation- ships, particularly at a time when we know clients are placing a premium on strong and stable banking relationships. Closing our acquisition of RBTT Financial Group (RBTT) was the most significant development outside North America in 2008. Combined with our existing Caribbean banking busi- ness, the acquisition made RBC the second-largest banking group in the English-speaking Caribbean, with approximately 7,000 employees serving clients in 17 countries through 127 branches and business centres. The RBTT footprint was an excellent complement to our business and has provided us with immediately strong market positions in two new markets – Trinidad and Tobago, one of the strongest economies in the Caribbean, and Jamaica. Our wealth management operations continued to expand outside North America by opening a new office in Chile and, with our capital markets operations, in India. Overall, the business continues to grow by recruiting experienced private banking professionals, aided by our reputation within the industry as a premier provider of wealth management services to clients around the world. Our joint venture, RBC Dexia Investor Services (RBC Dexia IS), differentiates itself as a provider of international trust services 6 Royal Bank of Canada: Annual Report 2008 Chief Executive Officer’s message M. George Lewis Group Head, Wealth Management Barbara G. stymiest Chief Operating Officer by providing superior customer service and global reach. In 2008, we were named number one overall global custodian by Global Investor for the fifth consecutive year. However, the real proof of success is that in current conditions, RBC Dexia IS has attracted new clients and gained more business from existing customers. As Canada’s only global investment bank, we continued to grow, generating approximately 50% of our revenue outside Canada as we executed a deliberate and disciplined inter- national growth strategy. During the past year, we added a leveraged finance team in London to support our European investment banking business, and we expanded the U.K.- based infrastructure financing business into Continental Europe and Australia as well as the U.S. Finally, we continued to extend our global capabilities related to the energy and mining sectors, becoming a preferred provider of services in a very dynamic market. 2008 Performance against objectives We established our 2008 objectives in November 2007 based on our economic and business outlooks for 2008 at that time. While we acknowledged that early 2008 would be challenging, with continued market volatility and slower economic growth, we did not anticipate these conditions to persist for the dura- tion of the year nor for the impact to be as significant. During the year, we acknowledged that our progress towards certain objectives was impeded largely by market volatility and uncer- tainty – reflected in writedowns, higher provisions for credit losses in our U.S. banking business, and declining interest margins. As a result, except for our Tier 1 capital ratio, we did not meet the annual objectives we set at the beginning of this fiscal year. Our capital position remained strong throughout 2008 with our Tier 1 capital ratio above our target. During the turbulent environment of the past year, the importance of our sound business approach and the benefits of our diversified business model helped sustain our share performance relative to our peers. We delivered top quartile share performance of 8% and 12% in the medium-term periods of three and five years, respectively, while increasing dividends paid over the three-year period at an average annual compounded rate of 19%. How we will measure ourselves in the future We expect our operating environment in 2009 will continue to pose challenges that will demand our continued diligence in the management and allocation of our resources. Volatile financial market conditions will continue into 2009 as credit and liquidity concerns persist and global economies slow down. We believe that recent government measures such as interest rate cuts, financial market rescue packages and enhanced intra-bank lending guarantees will eventually work to improve market stability. The Canadian economy likely slipped into a recession in the final quarter of 2008 and we forecast it will grow by only .3% in 2009 due to weaker domestic demand. While consumer spending is expected to slow, reflecting modest weakening in the labour and housing markets, the economic slowdown is expected to result in calmer inflationary pressures and more stable commodity prices. Meanwhile, we project the U.S. economy will have negative growth of 1% in 2009. We anticipate that deteriorating economic conditions and financial market volatility will continue to dampen both consumer and business spending and will likely cause the U.S. recession to deepen as negative economic growth persists over the remainder of 2008 and in early 2009. Growth in other global economies, particularly those in the Eurozone, will likely weaken further in 2009, as overseas economies continue to contract due to weaker domestic demand, financial market volatility and reduced demand for exports from major trading partners. Emerging economies, led by China, are expected to grow at a very moderate pace in 2009 given uncertainty in global financial markets and recessionary conditions in some industrialized countries. Chief Executive Officer’s message Royal Bank of Canada: Annual Report 2008 7 A. Douglas McGregor Chairman and Co-CEO, Capital Markets Mark A. standish President and Co-CEO, Capital Markets We anticipate that the medium term will see more cyclical and structural changes for the financial services industry, including higher funding costs, higher capital levels, the impact of the deleveraging of balance sheets and a move to above-average loan-loss levels from recent historic lows. cautious and conservative about conditions over the near term, we are proud of our consistent financial strength, sound risk management policies and diversified business mix that have enabled us to provide confidence to our millions of clients and shareholders. Because market and economic conditions introduce a high degree of uncertainty into the short-term planning horizon, we have created a set of medium-term performance objec- tives (shown on page 9) that we think better reflect realistic goals against the backdrop of near-term market turbulence. By concentrating on these medium-term objectives, our manage- ment team will focus on both current performance as well as on prudent investment in higher-return businesses that will provide us with competitive advantages and sustained and stable earnings growth for the future. Our medium-term objective is to generate earnings per share growth of 7% or more. Our focus on cost management relative to revenue growth is underlined by a medium-term operating leverage objective of above 3% while striving for a return on equity target of 18% or more. We will keep a keen eye on our capital base, with our objective of maintaining a Tier 1 capital ratio of 8.5% or higher, well ahead of regulatory requirements and above our 2008 objective of 8%. Finally, our objective is to maintain a dividend payout ratio over the medium term of between 40% and 50%, the same as in 2008. Helping our clients create a more confident future During troubled times, strong, diversified and well-managed companies like RBC have an advantage over many others. Our momentum has been positive, but more importantly, we have been able to deliver solid earnings in a very difficult environment. We are encouraged by having our home market heralded by the World Economic Forum as the base of the soundest banking system world wide. And while we are Outside Canada, we’re working through the challenges and finding ways to invest capital, to hire top talent, to make acquisitions, and to continue to build on the strategies that we have pursued over the past several years. Across RBC, we have renewed our attention to cost management because we understand that our ability to control costs is critical to giving us the flexibility to overcome current challenges and support our future growth. 2008 was a difficult year, but I’m pleased to say our employees rose to its challenges. I am proud of all our professionals and our management team who have demonstrated they are unshaken by the uncertain conditions we have encountered and are undeterred by those that might lie ahead. More than ever, we understand that our clients need and value sound advice, and we will redouble our efforts to reach out to them to help them create a more confident future. I sincerely want to thank all of our clients for their continued trust. And I want to thank our more than 80,000 professionals, whose hard work, integrity and dedication are responsible for our ongoing results. Gordon M. Nixon President and Chief Executive Officer 8 Royal Bank of Canada: Annual Report 2008 Chief Executive Officer’s message 2008 Performance review The table below shows our 2008 performance compared to our objectives for the year. Diluted EPS growth Defined operating leverage (1) ROE Tier 1 capital ratio (2) Dividend payout ratio 2008 Objectives 2008 Performance 7% –10% >3% 20%+ 8%+ 40%–50% (19)% 1.0% 18.0% 9.0% 59.0% 3-year TSR 5-year TSR Total shareholder return (TSR) (3) Top quartile Top quartile Top quartile (1) (2) (3) Our defined operating leverage is a non-GAAP measure and refers to the difference between our revenue growth rate (as adjusted) and non-interest expense growth rate (as adjusted). For further information, refer to the Key performance and non-GAAP measures section. Calculated using guidelines issued by the Office of the Superintendent of Financial Institutions Canada (OSFI) under the new Basel II framework. Calculated for period ended October 31, 2008, based on share price appreciation plus reinvested dividend income versus the TSR of seven Canadian financial institutions (Manulife Financial Corporation, Bank of Nova Scotia, The Toronto-Dominion Bank, Bank of Montreal, Sun Life Financial Inc., Canadian Imperial Bank of Commerce and National Bank of Canada) and TSR (in U.S. dollars) of 13 U.S. financial institutions (Bank of America, JP Morgan Chase & Co., Wells Fargo & Company, Wachovia Corporation, US Bancorp, Sun Trust Banks, Inc., The Bank of New York Mellon, BB&T Corporation, Fifth Third Bancorp, National City Corporation, The PNC Financial Services Group, Key Corp and Northern Trust Corporation). The table below shows our medium-term objectives. Diluted EPS growth Defined operating leverage (1) ROE Tier 1 capital ratio (2) Dividend payout ratio (1) (2) See note (1) above. See note (2) above. Objectives 7%+ >3% 18%+ 8.5%+ 40%–50% Canadian Banking (C$ millions, except percentage amounts) Total revenue Net income Average loans and acceptances (1) Average deposits Operating leverage 2008 2007 2006 $ 9,586 $ 2,662 225,000 155,000 9,329 $ 2,545 199,200 8,348 $ 2,124 179,000 147,100 139,200 4.4% 6.5% 2.6% 2008 vs. 2007 Increase (decrease) 257 117 25,800 7,900 n.m. 3% 5% 13% 5% (390)bp (1) Total assets, Total earning assets, and Loans and acceptances include average securitized residential mortgage and credit card loans for the year of $22 billion and $4 billion, respectively. C A N A D I A N B A N K IN G provides personal and business financial services in Canada. Through our leading national distribution network and the most valuable brand in Canada, we reach approximately 10 million clients through our extensive branch and ATM network, proprietary and specialized sales forces, online channels and contact centres. 2008 Revenue contribution Personal Financial Services Business Financial Services Cards and Payment Solutions 55% 26% 19% 2008 Key performance highlights • Net income was up $117 million, or 5%, over last year, reflecting revenue growth and effective cost management efforts. Prior year results included a $326 million ($269 million after-tax) gain related to the Visa Inc. restructuring, partially offset by an increase to our credit card customer loyalty reward program liability of $121 million ($79 million after-tax). • Total revenue increased $257 million, or 3%, over the prior year, reflecting continued solid volume growth across all businesses, partially offset by margin compression. The growth was achieved well within our risk-reward parameters. The prior year included the gain related to the Visa Inc. restructuring and the points liability cost as noted above. • Our loan book increased by 13% as a result of strong growth in the home equity business and the launch of new credit card offerings. • We grew our deposit base by 5% through the introduction of new personal and business products that included U.S. dollar eSavings accounts and two new high-yield investment solutions for business clients. Business achievements in 2008 • We expanded our reach to clients by growing our mobile and specialized sales forces, adding new bank branches and ATMs and increasing the number of bank branches that are open extended hours, including Saturdays, particularly in high-growth markets. • Clients have greater access to more customized and enhanced financial planning and advice tools with Your Future by Design®, a unique approach to client advice. We also continued to develop and provide clients with interactive online planning resources, such as Credit Solutions Selector, Mortgage Calculator, Business Solutions Selector, and Cash Flow tools. • With the launch of our Language Line interpreter service, our clients can now do business with our contact centre agents in over 150 languages. • With the acquisition of ABN AMRO N.V.’s Canadian commercial leasing division, we extended our leadership position as the largest bank-owned commercial leasing business in Canada, as measured by assets. • We made it easier for our business clients when we launched the Global Banking for Business program to provide a single point of contact for small and commercial business clients in all major international trading regions. • We continued to be recognized for our efforts to improve our client service. In 2008 we were named: – A leader among the Big Five Banks in Branch Service and Financial Advice (Synovate Best Banking Awards: The Synovate Customer Service Index (CSI) 2008 – Personal Banking) – The number one domestic Private Bank in Canada (Euromoney 2008 Private Banking Survey) – Best in overall service: RBC Direct Investing (Dalbar 2007 Direct Brokerage Service Award) – The number one bank chosen by most commercial clients* in Canada, with almost three in 10 Canadian commercial businesses dealing with RBC, and strong year over year gains in client loyalty (Maritz Industry Survey, 2008) * Businesses with sales revenue of $1 million or above. 2009 and beyond • We will focus on continuing to make it easier for clients to do business with RBC through great products, services, improved processes and increased accessibility. • We have deepened client relationships and rewarded clients • We will continue to focus on delivering a superior client for their loyalty with further developments to our multi-product rebates and new, innovative products including a line-up of Canadian and U.S. dollar high-interest savings accounts; the new Visa Infinite card, providing exclusive benefits and privileges to cardholders; security-enhanced, chip-enabled credit cards; and eStatements and preferred commission pricing for our Direct Investing clients. experience. • We will strive to deliver insightful, relevant financial advice and solutions to retain and attract clients to RBC in specific markets, geographies and life stages. • We will focus on aligning our infrastructure, products and services, sales and retail capabilities to drive future growth, efficiencies and client value. 10 Royal Bank of Canada: Annual Report 2008 Canadian Banking (C$ millions, except percentage amounts) Total revenue Net income Assets under administration Assets under management 2008 2007 2006 $ 3,987 $ 665 495,100 222,600 3,992 $ 762 488,500 161,200 3,487 $ 604 476,500 142,800 2008 vs. 2007 Increase (decrease) (5) (97) 6,600 61,400 0% (13)% 1% 38% Wealth Management W E A LT H M A N AG E M EN T businesses serve affluent and high net worth clients around the world and provide asset management and estate and trust services directly to clients and through internal partners and third-party distributors. This segment comprises Canadian Wealth Management, U.s. & International Wealth Management and Global Asset Management. We are a market leader in Canadian wealth and asset management, and we have strong and growing businesses in the U.s. and internationally. With more than 4,000 financial consultants, advisors, private bankers and trust officers in 24 countries, we help clients grow, protect and transfer their wealth. 2008 Revenue contribution Canadian Wealth Management U.S. & International Wealth Management Global Asset Management 37% 47% 16% 2008 Key performance highlights • Net income decreased $97 million, or 13%, from last year primarily due to lower transaction activity amid continued uncertainty in global financial markets and the combined impact of the items related to the Reserve Primary Fund and auction rate securities (described in the Wealth Management section of the MD&A). • Total revenue was relatively flat to last year. Lower transaction volumes, a decline in the fair value of certain securities held to economically hedge our stock-based compensation plan, and the unfavourable impact of the stronger Canadian dollar were mostly offset by recent acquisitions and solid growth in fee-based client assets for most of the year. • Assets under management increased $61 billion, or 38%, from last year, reflecting the acquisition of PH&N and strong net mutual fund sales for most of the year. • Assets under administration increased $7 billion, or 1%, from last year, reflecting the favourable impact of the stronger U.S. dollar on the translation of our U.S. dollar-denominated assets under administration, as at October 31, 2008. Assets under administration also increased, reflecting the acquisition of FBW, partially offset by lower client assets due to uncertainty in global financial markets. Business achievements in 2008 • RBC’s strength and stability, combined with the attractiveness of our Wealth Management platform and the acquisitions made by our businesses, have enabled us to grow to more than 4,000 client-facing advisors. • In acquiring PH&N, we established ourselves as the leading provider of retail, high net worth, and institutional asset management services, and became one of the top pension plan managers in Canada, as measured by assets under management. • We are now the largest fund company in Canada with 16% market share, leading the industry with $8.8 billion in total mutual fund net sales in fiscal 2008. • Adding the PH&N private client team to our existing capability also made us one of the largest private investment counselling firms in Canada, with market strengths coast to coast. • We continued to offer our clients a full range of investment advice and planning services, supported by a team of experts in financial and retirement planning, tax, law, and trusts and estates. Access to this specialized wealth management services team in Canada is one reason our investment advisors gave us top marks in a satisfaction survey of bank-owned, regional and national independent investment dealers (Investment Executive 2008 Brokerage Report Card). • U.S. clients gained access to the global capabilities of RBC when we converted to a single U.S. broker-dealer platform with Capital Markets. Acquiring FBW significantly expanded our presence in key U.S. regions and added more than 300 financial consultants. We now operate 204 retail branches in 41 states. • We opened a new office with Capital Markets in Mumbai, India, while our new office in Santiago, Chile, broadened our presence in Latin America. • We were named the top provider of trust services in the U.K., and the highest-ranked Canadian firm in Latin America (Euromoney). • Our asset management business continued to deliver strong investment performance, while keeping management expense ratios below the median and offering pricing options that provide clients with transparency and choice in seeking advice. • We were named Best Overall Fund Group in Canada and, as a result of the PH&N acquisition, Best Bond Fund Family in Canada, both for the second consecutive year (Lipper Inc.). 2009 and beyond • We will continue working to extend our lead in the Canadian wealth and asset management markets, with client-focused products, services and strategies. • We plan to improve operating performance and to expand U.S. Wealth Management through organic growth and bolt-on acquisitions. • We plan to expand our high net worth International Wealth Management business through organic growth and bolt-on acquisitions. • We plan to expand asset management globally by leveraging our capabilities in the institutional market and in the individual market through sub-advisory and alliance opportunities. • We will work hard to continue attracting and retaining experienced advisors, private bankers and other professionals across all our businesses. Wealth Management Royal Bank of Canada: Annual Report 2008 11 Insurance (C$ millions, except percentage amounts) Total revenue Net income Premiums and deposits (1) 2008 2007 2006 2008 vs. 2007 Increase (decrease) $ 2,610 $ 389 3,861 3,192 $ 442 3,460 3,348 $ 302 3,406 (582) (53) 401 (18)% (12)% 12% (1) Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. We provide Canadians with improved access to IN sU R A N C E choices through a wide range of insurance solutions including life, health, travel, home, auto, and creditor insurance services to individual and business clients. These products are distributed through third-party channels including independent life insurance advisors and travel agents as well as through our growing proprietary channels such as retail insurance branches, bank branches, call centres, online, and our career sales force. In the U.s., we offer life insurance, annuity products and travel insurance. Outside North America, we operate a specialty reinsurance business. 2008 Revenue contribution Reinsurance & Other Canadian Life and Health Property & Casualty U.S. Life and Health 41% 30% 24% 5% 2008 Key performance highlights • Net income was down 12%, or $53 million, over last year, mainly due to $110 million ($80 million after taxes) of investment losses on disposals and impairments, as well as impacts from equity market movements. This was partially offset by favourable actuarial adjustments and solid growth in our reinsurance and Canadian businesses. Our prior year included a $40 million (before- and after-tax) gain related to the reallocation of certain foreign investment capital which had supported our property catastrophe reinsurance business, exited in 2007. This decline was partially offset by higher net actuarial adjustments reflecting management actions and assumption changes and solid growth in our reinsurance and Canadian businesses. • Revenue decreased 18%, or $582 million, over last year mainly due to the change in fair value of investments backing our life and health policyholder liabilities, largely offset in policyholder benefits, claims and acquisition expense. The decrease, which also reflects lower U.S. annuity sales as well as investment losses on disposals and impairments, as well as impacts from equity market movements was partially offset by growth in our reinsurance and Canadian businesses. • Premiums and deposits grew $401 million, or 12%, from a year ago, largely reflecting new sales growth, a U.K. annuity reinsurance arrangement and continued strong client retention. Business achievements in 2008 • We expanded our retail insurance network in Canada to 35 branches in 2008, from 21 branches in 2007, giving our clients more convenient access to insurance services and advice. Advisor’s Edge, a trade publication, recognized the impact of our retail insurance presence, naming the development of our insurance branch network as one of the most significant events in financial services over the last 10 years. • We expanded our insurance offering in a number of ways to support large and small Canadian businesses, including reaching an agreement with Aon Reed Stenhouse Inc. (Aon) to provide commercial property and casualty and trade credit insurance solutions to business owners. This agreement with Aon, combined with our existing products and services, will enable us to provide large and small Canadian businesses with innovative advice and effective solutions tailored to meet their insurance needs. 12 Royal Bank of Canada: Annual Report 2008 Insurance • We continued to make it easier for Canadian clients to do business with us by offering a simplified life insurance product for the mass market and improving our online travel insurance offerings. • RBC was recognized for our Wireless Road Advisor project at the 21st annual CIO 100 Awards program as an innovative organization that uses IT to create business value. This system enables mobile claims adjusters to use their laptops to access claims information over a wireless network to help clients with the claims process. • We were the first Canadian-owned travel insurance provider to sign on with InRoomMD, a healthcare concierge program providing in-room hotel visits 24 hours a day, seven days a week, whenever possible, saving travellers the inconvenience of having to search for medical assistance while visiting the U.S. • Through our Canadian Banking operations, we also became the first major Canadian bank to launch a disability insurance option under our Business Loan Insurance Plan which assists business owners by covering insured business loan and mortgage payments. 2009 and beyond • We will focus on providing superior insurance solutions for our clients through new and existing distribution channels. • We will enhance the client experience by providing customers with a comprehensive suite of RBC products and services based on their needs. • The Lean Six Sigma methodology will be applied to process reviews of various groups – including health claims management, new product development, and new application processing – with a focus on immediate enhancements but also effecting a cycle of continuous improvement. • We will focus on growing internationally through our reinsurance operations by executing on transactions that fit within RBC’s overall risk framework. • We will work to leverage our expanded retail banking presence in the U.S. and Caribbean to grow non-Canadian insurance revenue, providing clients with an integrated experience and RBC product suite to serve their business needs. (C$ millions, except percentage amounts) Total revenue Net income Average loans and acceptances Average deposits Assets under administration – RBC (1) – RBC Dexia IS (2) Assets under management – RBC (3) (1) (2) $ 2008 2,101 $ (153) 27,000 42,500 11,200 2,585,000 3,900 2007 1,915 $ 242 22,300 34,200 2006 1,628 $ 261 18,500 28,700 2,713,100 2,421,100 2008 vs. 2007 Increase (decrease) 186 (395) 4,700 8,300 11,200 (128,100) 3,900 10% (163)% 21% 24% n.m. (5)% n.m. International Banking AUA – RBC represents the AUA for RBTT as at September 30. RBC Dexia Investor Services represents the total assets under administration as at September 30 of the joint venture established January 2, 2006, of which we have a 50% ownership interest. AUM – RBC represents the AUM for RBTT as at September 30. (3) IN T ERN AT I O N A L B A NK IN G includes RBC’s banking businesses in the U.s. and Caribbean, as well as global custody and investor services. 2008 Revenue contribution Banking RBC Dexia IS 59% 41% Our U.S. banking operations offer a wide range of financial services and advice, including a complete line of banking services to individuals, businesses and public institutions throughout the southeastern U.S. Our network includes 439 full-service banking centres, an extensive ATM network, and telephone and online banking. We are now among the top five deposit holders in North Carolina and rank seventh overall as measured by deposits in our six-state southeastern banking footprint (North Carolina, South Carolina, Virginia, Georgia, Alabama and Florida). In the Caribbean, we have one of the most extensive banking networks, with operations in 17 countries and territories. We provide banking solutions to individuals and businesses throughout our network of 127 branches. Our U.S. and Caribbean banking business includes our cards operations, which provide a wide range of solutions for personal, business and merchant clients in more than 18 countries. We have a 50% ownership in RBC Dexia IS, which offers a complete range of investor services, such as custody and fund administration, to institutions worldwide. 2008 Key performance highlights • Net loss of $153 million compares to net income of $242 million a year ago. This was mainly attributable to a higher provision for credit losses, and writedowns and losses on our investment portfolios. • Total revenue increased $186 million, or 10%, from last year, due primarily to loan and deposit growth from our Alabama National BanCorporation (ANB) and RBTT acquisitions. • Average loans and acceptances and deposits grew 21% and 24%, respectively, due largely to our ANB and RBTT acquisitions. • Assets under administration through RBC Dexia IS decreased to $2.585 trillion, or a 5% decrease from 2007 as a result of the capital depreciation on client assets. Business achievements in 2008 • Following the integration of our acquisition of RBTT, our clients have access to one of the most extensive banking networks in the Caribbean. Our Caribbean operations as of October 31, 2008, have more than US$22 billion in assets, 127 branches, with approximately 7,000 employees serving more than 1.6 million clients. • In the U.S., we successfully integrated our acquisition of ANB by retaining client-facing employees and leveraging their local market expertise with technology and management resources to improve the client experience. The acquisition added more than 100 banking locations to our branch network. Our U.S. banking operations, which were ranked 40th largest in the U.S. by assets (as of June 30, 2008), serve approximately one million clients in six southeastern states. • In 2008, RBC Dexia IS was distinguished in several important industry rankings: number one global custodian for a record fifth consecutive year (Global Investor, 2004–2008), number one provider of global custody services in Canada, Europe and U.K. (R&M Consultants, 2008), transfer agent of the year (ICFA, 2008) and global custody client relationship manager of the year (ICFA, 2008). 2009 and beyond • In the U.S., we will refine our operating model to improve efficiencies and enhance our competitiveness in our southeastern footprint while remaining consistent with our risk management discipline. • We will focus on building our U.S. banking business and commercial strategy to develop a robust retail strategy that provides our clients with an integrated experience and a full product suite to serve their needs. • We will focus on integrating RBTT’s infrastructure, technology, products and services to provide a common platform for growth and expansion in the Caribbean. • We will focus on leveraging the strength of RBC and RBTT’s combined operations and infrastructure to pursue opportunities in high-growth markets such as the Spanish Caribbean and Central and South America. • We will focus on pursuing growth strategies with RBC Dexia IS that include strengthening our global client franchise, building new value-added products and expanding our presence in high- potential markets. • We will work to leverage our size, scale and expertise in Canada to significantly grow our international credit card business. International Banking Royal Bank of Canada: Annual Report 2008 13 Capital Markets (C$ millions, except percentage amounts) Total revenue (1) Net income Trading revenue (1) Average assets (1) Taxable equivalent basis. 2008 2007 2006 $ 3,935 $ 1,170 967 340,300 4,389 $ 1,292 2,929 311,200 4,136 $ 1,355 2,143 260,600 2008 vs. 2007 Increase (decrease) (454) (122) (1,962) 29,100 (10)% (9)% (67)% 9% Our diverse C A P I TA L M A RK E T s businesses provide corporate, government, and institutional advice, capital, and access to the world’s financial markets and innovative products to help them achieve their growth objectives. By leveraging our leadership position in Canada, we have built a strong and growing U.s. mid-market capital markets franchise. Outside North America, we have established ourselves as a leading provider of global financial services and are recognized as a top 15 global investment bank. Notable areas of strength include global fixed income distribution capabilities, structuring and trading, and foreign exchange. In addition, we continue to build our global capabilities in energy, mining and infrastructure finance. 2008 Revenue contribution Global Markets Global Investment Banking and Equity Markets Other 48% 39% 13% • We strengthened our market share in our U.S./global equity capital markets businesses, ranking 12th and 19th according to Dealogic (U.S.) and Bloomberg (global), respectively. • We launched global capabilities for greenhouse gas emission trading, acting as a market-making provider, taking principal risk, providing pricing liquidity and facilitating hedging for clients on exchanges in Canada, the U.S. and Europe. 2009 and beyond • We will strive to remain the Canadian wholesale client’s first choice for financial products and services. • In the U.S., we will build on the solid performance of our investment banking and equity sales and trading businesses to strengthen relationships with our clients and expand our market share. • Further extend our U.K. infrastructure finance and project advisory capabilities in the European, U.S. and Canadian markets. We will further enhance our municipal banking business and expand our leveraged finance capabilities to grow our European client base. • We will continue to build out our capabilities and infrastructure to support our global energy and mining businesses, expand our commodities franchise and enhance our electronic trading platforms. In addition, we will focus on expanding our leveraged finance capabilities to grow our European client base. • We will focus on making further investments in our debt capital markets businesses within our Asian and New York-based emerging markets distribution platforms to deliver fixed income and structured products to high net worth and institutional clients. 2008 Key performance highlights • 2008 financial performance in Capital Markets was significantly impacted by writedowns resulting from the challenging market environment. These writedowns reduced revenue by $2,091 million compared to $393 million last year and reduced net income by $920 million after-tax and related compensation adjustments as compared to $173 million last year. • Many of our Capital Markets businesses continued to perform well, despite the challenging environment, including certain fixed income and foreign exchange trading businesses along with our U.S. cash equities and lending businesses. • Notwithstanding the market environment, our diversified platform and strong risk management allowed us to generate ROE of 20.5%, down from 26.6% last year. • Average assets were up $29 billion, or 9%, primarily due to an increase in derivative assets, largely reflecting increased market volatility and an increase in loan assets due to growth in corporate lending activities. Business achievements in 2008 • We continued to be Canada’s leading global investment bank, as reflected by the following noteworthy recognitions: – Dealmaker of the Year in Canada for five of the past six years (Financial Post) – Global ranking of 12th in the Bloomberg 20 (2007) – Number one ranking in Canadian M&A, equity underwriting and corporate debt financing (Bloomberg, 2007) – Global Bond Arranger of the Year (Project Finance magazine, 2007), recognizing our strength in infrastructure finance and our global bond platform – Best Investment Bank in Canada (Euromoney) – Our research team was recognized for its ability to provide investment research on a North American and, increasingly, on a global level – Global ranking of 12th in the World’s Best Stock Pickers awards (Bloomberg) – Number one (tied) in the StarMine Analyst Awards (Financial Post) 14 Royal Bank of Canada: Annual Report 2008 Capital Markets Corporate Support CO RP O R AT E sU P P O R T comprises Global Technology and Operations (GTO) and Global Functions. Together, these teams contribute to achieving enterprise and business objectives by enabling the strategies of each business platform, and by driving innovative process and technology improvements, enhancing client service, executing against RBC’s risk and compliance objectives, and ensuring the safety and soundness of our organization. For financial highlights related to Corporate support, please see page 74 of the MD&A. GTO provides the processes and technology for a secure, flexible, reliable and convenient client experience. We develop and manage the essential information technology and operations foundation, the processing and fulfillment support, as well as the contact centre-delivered customer sales and service that support our diverse business activities. Global Functions provides value-added services and advice to support business growth as well as the critical controls, systems and expertise necessary to meet regulatory and financial reporting, balance sheet management and corporate funding requirements. Global Functions also provides leadership related to the management of critical enterprise assets, including our people, corporate reputation, capital base, debt ratings, and enterprise strategy. Business achievements in 2008 • In a year of extreme turbulence in the world’s financial markets, RBC continued to be a source of stability and strength for our clients. Our enterprise risk management framework underpins our strength and stability and is at the core of our continued success under extremely adverse business conditions. We are disciplined and proactive in managing our risk profile within our risk appetite. • Our treasury management team has skillfully and successfully maintained our liquidity position and accessed funding at relatively attractive rates from sources around the world in an environment where other financial institutions have struggled to access debt and capital. • We safely and securely completed more than 300 million ATM transactions, 118 million client calls, 140 million online banking transactions, 600 million point-of-sale transactions and 230 million equity transactions on behalf of our clients. • We were the Private Sector Winner of the Conference Board of Canada/Spencer Stuart 2008 National Awards in Governance in recognition of innovation in performance management for creating a framework that facilitates the more accurate and timely assessment of the implementation of strategic initiatives. • The Canadian Institute of Chartered Accountants presented RBC for the second consecutive year with the Award of Excellence for Corporate Reporting in Financial Services, giving us the highest average ranking among Canadian financial industry competitors for our financial reporting, corporate governance disclosure, electronic disclosure and sustainable development reporting. • We achieved Best Overall Score in the Forrester Research, Inc. 2008 Canadian Bank Secure Web Site Rankings. • IR Magazine presented RBC with the 2008 Best Retail Investor Communications Award. • RBC was once again included in two Dow Jones Sustainability indices for 2009 (the World Index and the North American Index). • RBC was declared one of Canada’s 10 Most Admired Corporate Cultures of 2008 (Waterstone Human Capital). The following rankings recognized the strength of the RBC brand in 2008: • Canada’s Top 50 Brands published in Canadian Business magazine gave the RBC brand top place with an A+ rating • BrandZ Top 100 Most Powerful Brands made RBC the first Canadian company to be named to its global list. 2009 and beyond • Our Corporate Support teams will continue to strive to effectively and efficiently deliver value-added services and advice necessary to support the achievement of our strategic and performance goals. • GTO will work in alignment with the strategic priorities of our businesses to make it easier for clients to do business with us, while enhancing client services, contributing to our risk and compliance objectives, and ensuring the safety and soundness of our infrastructure. • Global Functions will contribute to RBC’s financial performance by working to maintain a strong balance sheet, sound credit quality and capital ratios; effectively managing our tax position; and implementing cost-saving initiatives, while improving the alignment of business strategies and risk exposures. • Global Functions will support business growth by executing strategies to attract, retain and motivate talented employees; by maintaining strong risk, governance and compliance regimes; and by promoting a relevant and customer-centric brand strategy, a clear and compelling enterprise strategy, and solid relationships with investors, credit rating agencies, regulators and other stakeholders. Corporate support Royal Bank of Canada: Annual Report 2008 15 Chairman’s message “ The Board of Directors has been actively engaged in reviewing RBC’s risk profile, while overseeing management’s progress throughout the year in implementing business strategies in the face of a rapidly changing marketplace.” – David P. O’Brien In the difficult market conditions of 2008, the board’s role in overseeing management of the principal risks of RBC’s businesses took on added significance. The Board of Directors has been actively engaged in reviewing RBC’s risk profile, while overseeing management’s progress throughout the year in implementing business strategies in the face of a rapidly changing marketplace. In doing so, we have brought our collective business experience to bear in assessing whether management’s plans and activities are prudent and focused on generating shareholder value and achieving success in the short, medium and long term within an effective risk control environment. During 2008, we regularly measured corporate performance against objectives, approving significant capital expenditures and major transactions that were in alignment with the strategic plan approved by the board. Balanced by our careful oversight of policies, processes and systems that are designed to support prudent management of risks, we provided forward-looking advice to management concerning several strategic initiatives, including the significant expansion of RBC’s presence in Canada and internationally. In particular, the board played an important role in advising management on major acquisitions that further built RBC’s business in Canada (PH&N), the U.S. (ANB and FBW) and the Caribbean (RBTT). To maximize our contribution, the Board of Directors is committed to adapting best practices in governance to the needs of the organization. This year we are the private sector winner of the National Award in Governance, conferred by The Conference Board of Canada and Spencer Stuart. While our governance practices, policies and processes have received recognition in the past, this latest award is especially meaningful. It recognizes the creation of a performance management framework aimed at enhancing the flow and quality of information to management and the Board of Directors. The availability of more timely, accurate and actionable information facilitates insightful analysis by directors and promotes constructive debate, both within the board and between the board and management. This innovation reflects RBC’s continuous improvement of its progressive governance processes. This approach to corporate governance supports us in our role as stewards of the organization, safeguarding the interests of shareholders by exercising independent supervision, while acting as key advisors to management in pursuit of a shared goal: enhancing long-term shareholder value. 16 Royal Bank of Canada: Annual Report 2008 Chairman’s message Harnessing the energies and talents of strong individuals into a dynamic team is among my duties as non-executive Chairman. My goal is to provide leadership to enable the Board of Directors to continue to add value to RBC’s performance. This involves instilling a common vision, maintaining high standards of board independence and overseeing processes of board assessment and peer review to optimize the board’s effectiveness in fulfilling its mandate. Another priority is our continuing education program which equips directors to provide current and knowledgeable guidance to management in a rapidly evolving regulatory and business environment. Over the past year, the board received presentations dealing with such matters as methodologies used in assessing and controlling risk, the implications of the Basel II Capital Accord, financial institution disclosure practices, and implementation of International Financial Reporting Standards. The ability of board members to contribute from a diversity of thought and business experience enhances the value we bring to the organization. Acting through our Corporate Governance and Public Policy Committee, the board places considerable importance on the process of selecting director candidates, weighing the existing strengths of the board against the evolving needs of the organization. We seek highly capable and independent individuals with a grasp of strategic management, who have been actively engaged in business leadership and have demonstrated high personal standards of behaviour and values. In 2008 we were pleased to welcome our newest director, Edward Sonshine, Q.C., president and chief executive officer of RioCan Real Estate Investment Trust, whose experience adds an important dimension to the board. In a challenging year for the financial services industry, Royal Bank of Canada maintained its momentum and continued to build on past successes. Your Board of Directors is proud to be actively engaged in the organization’s achievements. On behalf of the board, I would like to extend appreciation to management and employees around the world for their contributions to the success of the organization. While continuing to operate in a challenging environment, the Board of Directors, management and employees remain focused on serving RBC’s clients and creating value for shareholders. David P. O’Brien Chairman of the Board Beyond compliance RBC’s Board of Directors has long been proactive in adopting progressive governance practices and policies. Our dynamic approach looks beyond regulatory compliance and builds on our strong governance fundamentals by incorporating best practices to support the Board of Directors’ ability to supervise and advise management with the goal of enhancing long-term shareholder value. Corporate governance Transparency is a key aspect of good governance and the board takes seriously RBC’s commitment to clear and comprehensive disclosure. Our practices and policies comply with regulations and guidelines established by Canadian securities regulators, as well as applicable provisions of the U.S. Sarbanes-Oxley Act of 2002 and requirements of the New York Stock Exchange and the U.S. Securities and Exchange Commission applicable to foreign private issuers such as RBC. Building on our tradition of excellence To maintain our high standards, we continuously review and assess our corporate governance system. The Board of Directors’ dynamic approach to governance endeavours to anticipate best practices as they evolve. Over the past few years, RBC has adopted many significant leading governance practices: • A policy requiring directors to tender their resignations following the Annual Meeting if they fail to receive majority shareholder support • Our comprehensive Director Independence Policy has continued to evolve in response to best practices and regulatory refinements. Fourteen of the 15 directors currently serving are independent • Meetings of independent directors are held following each regularly scheduled board meeting • A minimum share ownership requirement of $500,000 for directors, ensuring strong alignment of their interests with those of shareholders • Increased minimum share ownership requirements for executive officers to further align management and shareholder interests. The President and CEO must have shareholdings worth at least eight times the last three years’ average base salary. This requirement extends for two years into retirement. The standard for other members of the Group Executive is six times the last three years’ average base salary, except the Head of Capital Markets, who must hold shares worth at least two times the last three years’ average salary plus bonus. These requirements extend for one year into retirement • A Performance Deferred Share Program to strengthen the alignment of the interests of management with shareholders by tying senior management’s rewards to the performance of RBC relative to a North American peer group of competing financial institutions • Reduced the number of stock option grants awarded to management by approximately 70% since 2003. In addition: • All members of every committee of the Board of Directors are independent: the Audit Committee, Human Resources Committee, Corporate Governance and Public Policy Committee, and Conduct Review and Risk Policy Committee • For the Audit Committee, more stringent independence criteria apply to members, four individuals have been designated as Audit Committee financial experts, and a policy limiting the service of our Audit Committee members on the audit committees of other companies was adopted in 2004 • The Audit, Human Resources, and Corporate Governance and Public Policy committees have sole authority to retain and approve the fees of independent, external advisors. The Human Resources Committee retains an independent compensation consultant. Corporate governance Royal Bank of Canada: Annual Report 2008 17 Corporate governance 2008 Annual Meeting Shareholders are invited to attend our Annual Meeting at 9 a.m. (Pacific time) on Thursday, February 26, 2009, at the Vancouver Convention & Exhibition Centre, Parkview Terrace, 999 Canada Place, Vancouver, B.C. Demonstrating leadership These measures build on our previous governance initiatives, which include, among many others: • Ensuring independent leadership of the Board of Directors by being first among our peer companies to separate the positions of Chairman and CEO in 2001 • Establishing board and director evaluation procedures, with written peer reviews to complement the peer assessment practice of one-on-one interviews with the Chairman. In addition, each board committee assesses its own effectiveness annually • Adopting a policy limiting interlocking directorships of board members in 2002 • Permanently discontinuing grants under the Director Stock Option Plan in 2002 • Being among the first major Canadian companies to expense stock options in financial statements, which we have done since 2003 • Providing a continuous education program for directors so they remain knowledgeable and informed about the ever-changing business and regulatory environment and the specialized and complex aspects of finance and our business operations. Enhancing our disclosure In keeping with our goals of continuously improving governance and providing greater transparency and simplicity in our communications, in recent years we have enhanced disclosure in our Management Proxy Circular, including: • More detail on the compensation paid to individual directors and their share ownership • Easy-to-read, three-year overviews of named executive officers’ compensation • Aggregate compensation of top executives as a percentage of market capitalization and a percentage of net income after-tax • Description of how the President and CEO’s compensation aligns with corporate performance • Details of comparator companies used for benchmarking of both corporate performance and executive pay • Increased disclosure regarding executive pensions and the value of retirement plans for top executives. Important information about our governance practices The following additional information on our governance practices is available at rbc.com/governance: • Our Statement of Corporate Governance Practices • Our Code of Conduct • The charters of our Board of Directors and each of its committees • Our Director Independence Policy • Position descriptions for the Chairman of the Board, the chairs of committees of the board, and the President and CEO • A summary of significant differences between the NYSE rules applicable to U.S.-listed companies and our governance practices as a foreign private issuer • Our Corporate Responsibility Report and Public Accountability Statement. 18 Royal Bank of Canada: Annual Report 2008 Corporate governance At RBC, we believe our duty is to operate our business with ethics and integrity at all times so that we can continue to ensure the present and future well-being of our stakeholders: clients, employees, investors, suppliers, governments, communities and non-governmental organizations. Corporate responsibility CORPORATE KNIGHTS • 2008 Corporate responsibility priorities Economic impact Marketplace • Provide strong returns to shareholders • Develop and provide products • Pay fair share of taxes • Support small business and community economic development • Foster innovation and entrepreneurship • Purchase goods and services responsibly • Create employment responsibly • Protect and educate consumers • Provide access to basic banking services Workplace Environment Community • Foster a culture of employee engagement • Reduce intensity of our operational footprint • Provide donations with a lasting • Provide competitive compensation and • Lend responsibly total rewards • Enable growth through training and development opportunities • Respect diversity and promote inclusion • Leverage green business opportunities social impact • Sponsor key community initiatives • Enable employees to contribute Vision RBC is committed to doing better for our clients, our investors, our employees and our communities through a focused approach to corporate responsibility, the RBC Blueprint for Doing Better™. Our goals are to demonstrate integrity in our business practices and provide leadership in the workplace and the marketplace. Two of our key focus areas are diversity and the environment, which weave through all of our businesses. We are committed to being a strong supporter of the communities in which we do business and to transparency in sustainability reporting practices. Structure At RBC, our whole company, every employee, is responsible for behaving responsibly, as outlined in our Code of Conduct, which reads: “It is our duty as a corporate citizen to add value to society while earning a profit for our shareholders. RBC companies take responsibility for the effects of their actions, both social and economic.” Reporting RBC has adopted a multi-pronged approach to reporting our corporate responsibility practices, sometimes called non-financial or sustainability reporting. We follow the guidelines suggested by the Global Reporting Initiative and undertake a range of reporting activities geared to various stakeholder groups, with our website being our primary reporting medium. Our annual Corporate Responsibility Report and Public Accountability Statement is provided online at rbc.com. Recognition In 2008, RBC was privileged to receive a number of global awards and honours for our corporate responsibility efforts and performance: • For the ninth consecutive year, RBC was named to the Dow Jones Sustainability World Index, an annual review that recognizes the world’s financial, social and environmental corporate leaders. • RBC is included on the Jantzi Social Index and for the last seven consecutive years, has been included on the FTSE4Good Index. In 2008, in order to respond to increased expectations for integrated programs and reporting, RBC created a new Corporate Citizenship group, encompassing Corporate Responsibility, Corporate Environmental Affairs and Donations. • For the fourth consecutive year, RBC was named one of the world’s top 100 sustainable companies, according to the Global 100 ranking unveiled at the World Economic Forum in Davos, Switzerland. • RBC was included on the 2008 Best 50 Corporate Citizens in Canada ranking, according to Corporate Knights magazine. For more information, visit rbc.com/responsibility/approach Corporate responsibility Royal Bank of Canada: Annual Report 2008 19 Ethics and business integrity A truly sustainable company must have ethical business practices. At RBC, one of our key values is to operate with trust through integrity in everything we do. Our blueprint for ethical behaviour includes a strong foundation of principles, codes and formal policies designed to protect consumers, combat corruption, ensure business continuity, and facilitate reporting of breaches or concerns. Crisis management RBC uses a best-in-class Business Continuity Management program to ensure that our businesses are adequately prepared to deal with any disruption of service to clients. Risk assessments of all areas are conducted annually and further supported with contingency plans and periodic testing. The RBC Enterprise Crisis Management team, consisting of senior executives from across the organization, is responsible for ensuring continued service to our clients. It is supported by a global network of regional, business-line and local incident management teams. These teams are on call around the clock to address any situation that may pose material risk to staff, corporate reputation or our ability to deliver service to clients. Regular crisis simulations are conducted to test the readiness for, and timeliness of responses to emergency situations. The RBC Business Emergency Information Line is our link to employees, providing current updates in the event of a crisis or external situation affecting their ability to access RBC offices or serve our clients. Reporting suspected irregularities RBC employees around the world have the duty to report suspected breaches of our Code of Conduct, other irregularities and dishonesty. We have long-established processes that enable employees to do so, and our Code of Conduct protects employees from retaliation for any report made in good faith. Specific to financial reporting practices, the RBC Reporting Hotline was established so employees and third parties around the world can report suspected irregularities or wrongdoing relating to accounting, auditing or internal accounting controls directly to the RBC Ombudsman, anonymously, confidentially and without fear of retaliation. For more information, visit rbc.com/responsibility/governance Policies RBC has enterprise-wide compliance policies and processes to support the assessment and management of risks, including policies to address issues such as economic sanctions, lending to political parties, money laundering, terrorism financing, conflicts of interest and gifts and entertainment. Policies and controls are reviewed regularly to ensure continued effectiveness and alignment with relevant laws and regulations. Anti-money laundering RBC is strongly committed to preventing the use of our financial services for money laundering or terrorist financing purposes. Annually, every RBC employee worldwide, regardless of his or her role in the organization, takes an anti-money laundering/anti- terrorism financing course and exam. The course is tailored for each business, function and geography with material specific to the laws of 48 countries and jurisdictions in which we operate. Our Global Anti-Money Laundering Compliance Group develops and maintains policies, guidelines, training and risk assessment tools and models and other controls to help our employees protect RBC and our clients and to ensure we are managing ever-evolving money laundering and terrorism financing risks. Our controls in this area incorporate Know Your Client rules established by various regulators to ensure we properly identify our clients and protect against the illegal use of our products and services. Code of Conduct All RBC employees worldwide are governed by our Code of Conduct, which was first established more than 20 years ago. The code is reviewed regularly and was updated in 2008 to clarify provisions regarding use of company-provided Internet access, sharing of information with third parties and contacts for reporting irregularities. All employees are required to take a web-based learning program and test or follow an alternative process approved by our Human Resources Group, so that they know and understand the code’s principles and compliance elements. Employees must review the code and acknowledge adherence to it when they join RBC and at least once every two years thereafter. The company’s most senior officers and select others must complete the program annually. 20 Royal Bank of Canada: Annual Report 2008 Ethics and business integrity Economic impact Priorities • Provide strong returns to shareholders • Pay fair share of taxes • Support small business and community economic development • Foster innovation and entrepreneurship • Purchase goods and services 2008 Highlights • Delivered top-quartile share performance of 8% and 12% over three- and five-year periods, respectively, while increasing dividends paid over the three-year period at an average annual compound rate of 19% • Incurred taxes of $2.08 billion worldwide • Served more than half a million small business clients in Canada, the U.S. and the Caribbean responsibly • Create employment • Purchased goods and services totalling $4.7 billion from international, national, regional and local suppliers of all sizes Companies both large and small can help shape the economies of the communities and countries in which they do business, simply through their day-to-day business decisions and actions. Economic development RBC invests in sustainable economic development, and we are committed to contributing to the success of people and businesses in the communities in which we operate. We support: • Economic growth in communities in which we do business • Initiatives that help build well-being, wealth and capacity in Aboriginal communities • Initiatives that help newcomers succeed in their adopted country • Resources to promote economic self-sufficiency • Financial literacy programs • Programs that address basic needs, such as food banks. Promoting self-sufficiency and growth We help stimulate economic growth by investing in programs that enable economic development with a social purpose. For instance, in Canada, we support: • The Neil Squire Society’s Employ Ability Program which assists physically disabled adults in Canada seeking employable skills, education and confidence • The Winnipeg Salvation Army’s Work Readiness Program which helps income assistance recipients find a job and become self-sufficient • Miziwe Biik, which is committed to improving the socio-economic status of the Greater Toronto Area Aboriginal population through access to training, employment opportunities, business development services, and employment counselling • Youth Employment Services, a leading Canadian youth organization that provides innovative programs empowering disadvantaged and vulnerable youth to become self-sufficient, contributing members of society. In the U.S., RBC Bank provides millions of dollars in financing for community development projects, benefiting low- and moderate- income populations. Projects include low-income rental and ownership housing developments, as well as affordable housing for the elderly and people with disabilities. Partnerships RBC also promotes economic growth through industry partnerships. For example, we support the Greater Halifax Partnership which brings together over 150 private sector companies, three levels of government and skilled business professionals dedicated to engaging the community in the growth of Greater Halifax’s economy. Innovation RBC takes a leadership role in supporting innovation and the commercialization of research. In May 2008, we joined Research in Motion Limited and Thomson Reuters to launch BlackBerry Partners Fund, a US$150 million venture capital fund, to invest in mobile applications and services for the BlackBerry platform and other mobile platforms. Small business Small business is an important engine driving economic growth. We are the market leader in Canada, serving almost one in four small business owners. We have over half a million small business clients in Canada, the U.S. and the Caribbean. Financing is essential for many small businesses to start, operate or grow, and RBC offers a host of credit solutions tailored to meet the needs of diverse businesses at various stages. We also strive to provide the best possible products, advice and expertise to help this sector prosper. Purchasing Our procurement policies are inclusive and aim to promote sustainable business practices and economic development where possible and appropriate. To maintain the highest standards, we review our purchasing policies annually. We promote fair purchasing practices and strive to support, whenever possible, the communities in which we operate. We are a founding member of the Canadian Aboriginal and Minority Supplier Council (CAMSC). RBC has been a member of CAMSC’s U.S. affiliate, the National Minority Supplier Development Council, since 2002. For more information, visit rbc.com/responsibility/economic Economic impact Royal Bank of Canada: Annual Report 2008 21 Workplace Priorities • Foster a culture of employee engagement • Provide competitive compensation and total rewards • Enable growth through training and development opportunities • Respect diversity and promote inclusion 2008 Highlights • Provided employment to more than 80,000 people worldwide • Paid $7.8 billion in compensation and benefits • Invested $149 million in formal training and development initiatives to complement extensive on-the-job learning The talented and highly motivated people who make up our workforce are key to our blueprint for building a sustainable and successful future. Consistently ranked as one of the top employers in Canada, RBC strives to strengthen our reputation as a quality employer in all countries in which we do business. A culture of employee engagement As our business and workforce grow and become more diverse, it’s important that we continue fostering a strong sense of how we succeed together. We do this by making it easy for employees to understand the roles they play in fulfilling RBC’s strategies, helping employees grow personally and professionally, and being committed to employee engagement. We recognize that well-informed employees are more likely to align their actions with company goals. Employees have many opportunities to learn and ask questions about company goals, strategies and progress through meetings with senior management, regular formal communications and our extensive intranet. We have a long history of listening and responding to our employees, and we regularly seek feedback and comments. We have been conducting employee opinion surveys since 1981. In 2008, we gathered employee input on our progress in key areas including career development, performance enablement, employee engagement and workplace culture. By understanding employees’ views, RBC can take action to address their needs and the company’s priorities. This results in high levels of employee engagement and a strong commitment to clients. Diversity and inclusion RBC is a leader in valuing diversity. Our strength comes from a combination of what we have in common, like shared values and purpose, and what makes us different, like experiences and perspectives. By bringing together those similarities and differences, we are able to break new ground and better serve our clients and communities. We believe in creating an inclusive environment for our employees, where they can feel valued, respected and supported – a place where employees can develop their own unique abilities and realize their aspirations. We also lead by stimulating public discussion on diversity issues through sponsoring research studies and awards that draw attention to diversity issues. Our annual Diversity Progress Report is available at rbc.com/careers/diversity. Competitive compensation and total rewards At the heart of an engaged workforce is a flexible, competitive and meaningful Total Rewards program. Our program is based on an understanding of what employees value. It recognizes that flexibility and choice are the best response to meeting our employees’ diverse needs. Our comprehensive approach rewards people for their skills and contributions by offering employees competitive compensation, benefits and a positive work environment. Employee savings and share ownership programs are also a part of our Total Rewards program. In Canada, over 70% of employees are shareholders through these programs, which help align employee, investor and company objectives. Growth through training and development Employees expect ongoing career and learning opportunities to be a part of their Total Rewards program and our commitment to continuous employee growth and development helps ensure we meet the current and future needs of both our people and our clients. Experience is often the best teacher, and experience- based learning in the form of work assignments, projects and one-on-one coaching is central to growth at RBC. Employees also have access to the training resources they need to learn and grow through our many online learning and classroom training opportunities. For more information, visit rbc.com/responsibility/workplace 22 Royal Bank of Canada: Annual Report 2008 Workplace Marketplace Priorities • Protect, educate and listen to 2008 Highlights • Added more green banking options and socially responsible consumers investment products • Provide access to basic banking • Expanded line-up of banking products and services designed for services newcomers to Canada • Develop and provide products • Enhanced customer and employee awareness of privacy and responsibly information security Corporate responsibility isn’t so much about how a company spends its money, but how a company makes its money. At RBC, our blueprint for building sustainable, long-term relationships with our clients includes responsible practices in the marketplace, such as soliciting and acting on client feedback, providing responsibly developed financial products, maintaining vigilant consumer protection measures and ensuring access to financial services. Product responsibility Development of products and services RBC follows a defined, rigorous process before launching any new product or significantly changing an existing one. We evaluate products for a range of risks and ensure they align with client needs, our Code of Conduct, laws and regulations, and voluntary consumer protection codes that we have signed. Approval levels within RBC correspond to the level of risk identified for a particular product or service. Low-carbon banking for consumers One of our priorities is to provide products and services that help our clients mitigate their environmental impact. This includes online banking, and electronic statements and bill payment. In 2008, we continued to offer options for our environmentally conscious clients including incentives to switch off paper statements, have a home energy audit, buy a lower-emission car, and switch to green power. Socially responsible investing (SRI) As investors continue to express an interest in SRI, RBC has reinforced its commitment to offering products that incorporate environmental, social and governance criteria in the investment process. In 2008, we expanded our SRI options through the acquisition of PH&N, which manages the PH&N Community Values Funds. Through Voyageur Asset Management Inc., we also acquired certain assets of Boston-based Access Capital Strategies, LLC (Access Capital). Access Capital invests in debt securities that support community development serving low- and moderate-income individuals and communities across the U.S. Responsible lending RBC provides credit and banking services to companies in many industries. Our policies cover environmental implications and other areas of concern. For instance, our Credit Risk Management Framework, released in October 2008, states certain types of clients and transactions must in all cases be avoided, including the direct financing of companies manufacturing equipment or materiel for nuclear, chemical or biological warfare landmines and cluster bombs. RBC is a signatory to the Equator Principles, a set of voluntary guidelines addressing environmental and social risks associated with project finance. RBC has a number of anti-corruption controls which require us to apply appropriate scrutiny and monitoring measures to high-risk clients whose business activities are known to be susceptible to criminal activity or have been designated as high risk for money laundering or financing terrorism. Consumer protection Privacy and information security RBC is dedicated to safeguarding the privacy and confidentiality of personal, business, financial and other information. In fact, it is one of our highest priorities and remains a cornerstone of our commitment to our clients, employees and other stakeholders. We have had a formal Privacy Code since 1991, overseen by our Chief Privacy Officer, and we use rigorous security safeguards and internal controls to ensure the privacy and security of information entrusted to us. In 2008, we continued to build upon our robust framework for managing privacy, information security, and records and content management by focusing on important areas such as client and employee awareness. This includes the development of a Phishing Resource Centre to help educate our clients on how to recognize fake websites and e-mail scams, as well as an internal focus on employee education and development. We also revised our public website to make it easier for consumers to obtain important information about privacy, information security, and fraud prevention. Fraud prevention RBC has stringent security policies and practices, supported by around-the-clock resources to prevent, detect and investigate potential fraud. Our guarantees for online banking and self- directed brokerage clients offer 100% reimbursement for funds lost through unauthorized transactions in their accounts. We continue to focus on operations by introducing simpler processes, with positive results as evident in the significant decrease in the turnaround time for fraud claims, resulting in quicker reimbursement to our clients. We continue to develop fraud-education initiatives including up-to-date tips and alerts, brochures and client presentations. Marketplace Royal Bank of Canada: Annual Report 2008 23 Marketplace Treating customers fairly At RBC, we put our clients first, and that means it is of central importance to us that we treat our clients fairly. We abide by a number of market conduct rules and regulations designed to protect financial services clients, such as the Canadian cost of borrowing and other disclosure requirements, U.S. fair lending requirements and U.K. Treating Customers Fairly regime. In addition, the Canadian banking industry has developed a number of voluntary codes to protect consumers, to which our Canadian businesses have committed. These are listed at rbc.com/voluntary-codes-public-commitments. Know Your Client rules Know Your Client rules are key to the protection of all our clients. Our employees are required to make all necessary efforts to understand a client’s profile, and financial and personal objectives before making recommendations relevant to the client’s needs. Our due diligence also covers compliance with applicable securities, consumer protection, anti-money laundering, anti-terrorism and economic sanctions legislation. Client complaint process Our formal process for handling client concerns is outlined on our website and in our Straight Talk brochures. If clients believe an issue is unresolved following receipt of a response from the RBC representative dealing with their concern, they may appeal to the Office of the Ombudsman, which examines decisions made by RBC companies and reviews their compliance with proper business procedures. The office ensures customers get a fair and impartial hearing and are treated with consideration and respect. We also respect the dignity and privacy of all parties involved in the proceedings. Certain disputes that remain unresolved after being reviewed by the Ombudsman may be directed to a number of agencies and regulators listed on our website and in our Straight Talk brochures. Responding to feedback Every year, RBC businesses track client satisfaction through a range of feedback mechanisms such as telephone, paper and online surveys in order to improve our products and services. For instance, in 2008, we asked 492,000 clients within our Canadian retail banking operation for their feedback, which helped provide direction for the following initiatives: • More green banking options such as paperless statements • Banking products and services tailored for newcomers to Canada • New banking channels and functionalities • Product features that reward customers for their loyalty • New Family Financial Kit to help parents of young children organize their family’s financial future • Enhanced customer advice to meet all banking and financial needs • More relevant marketing and communication materials. Access to banking services RBC is committed to providing banking access through customized products and services to a host of groups who were traditionally underserved. A full description of these can be found in our annual Corporate Responsibility Report and Public Accountability Statement at rcb.com/pas. For more information, visit rbc.com/responsibility/marketplace 24 Royal Bank of Canada: Annual Report 2008 Marketplace Environment Priorities • Reduce the intensity of our environmental footprint • Promote environmentally responsible business activities • Offer environmental products and services 2008 Highlights • Converted all office paper purchased in Canada and the United States to Forest Stewardship Council (FSC) certified sources and converted all office paper in the British Isles to either FSC, Program for the Endorsement of Forest Certification or 100% recycled content • Launched our greenhouse gas (GHG) emissions trading desk with capabilities to transact on exchanges in Canada, the U.S. and the European Union RBC is committed to environmental sustainability, as outlined in the RBC Environmental Blueprint™. We continue to develop and implement the necessary programs, procedures and guidelines to support this commitment. We believe that fulfilling our environmental goals will lead to short- and long-term benefits for clients, shareholders, employees and the communities in which we live and conduct business. Among other highlights in 2008, we: • Analyzed the exposure of borrowers in our loan and investment portfolio to climate change risks and regulations • Conducted research on water issues, including an analysis of water scarcity and the impacts on certain industrial sectors and geographical regions in the U.S. and Canada • Updated RBC policies regarding environmental risk management for business and commercial markets. Offer environmental products and services RBC seeks to offer an expanding array of products and services that provide environmental benefits and empower clients to reduce their environmental footprint at little or no additional cost. Among other highlights in 2008: • Since January 2006, over 3.2 million RBC accounts have been switched from paper statements to electronic statements. The resulting paper savings amount to approximately 112.5 million sheets or 511 metric tonnes of paper. Using the Environmental Defense Fund Paper Calculator, these paper savings are equivalent to approximately 13,500 trees. • Launched the RBC Energy Saver Mortgage in Canada which offers a $300 rebate on a home energy audit. A home energy audit is a report generated by a licensed professional who is specially trained to examine electrical, mechanical and architectural aspects of residential homes. The audit provides recommendations to help improve a home’s energy efficiency and lower energy costs. • Commissioned a report to review sustainability indices and disclosure initiatives in North America and Europe in collaboration with several U.S. and Canadian banks and the UN Environment Programme Finance Initiative. Policy The RBC Environmental Policy was developed in 1991 and substantially revised in 2004 and 2007 to reflect the changing environmental priorities of our company and our stakeholders. The policy addresses environmental matters pertaining to operations, business activities, products and services, employees, compliance, reporting transparency and partnerships. Progress on our priorities Reduce the intensity of our environmental footprint RBC is committed to reducing our energy use, GHG emissions, paper consumption and water use. We are also committed to reducing the negative environmental impacts associated with the waste we generate and our procurement activities. We know that improving our operational efficiency, reducing our consumption of energy and natural resources, and decreasing GHG emissions associated with our business activities can lead to positive environmental and economic results. Among other highlights in 2008, we: • Developed a global Responsible Procurement Policy that will increase the acquisition of environmentally and socially preferable products and services and reduce the negative impacts associated with our supply chain • Updated the electrical, mechanical and architectural standards for our Canadian branch network to eliminate excess capacity and to improve energy efficiency • Opened 36 new green-powered branches in Canada. At the end of October 2008, we had 76 Canadian branches powered by certified “green” emission-free power. Promote environmentally responsible business activities At RBC, we work with our clients and the companies in which we invest in to identify and mitigate environmental risks and support environmentally responsible business models. Comprehensive environmental risk management policies and procedures facilitate the environmental review of transactions, and we regularly update these policies and procedures to address regulatory changes, emerging issues and international best practices. In our lending activities, policies require that certain transactions be reviewed by internal or third-party environmental specialists to ensure that we are appropriately identifying and addressing environmental risks. Environment Royal Bank of Canada: Annual Report 2008 25 Environment 2008 Highlights (continued) • Performed detailed environmental credit risk assessments on 650 transactions in Canada and the United States • Convened a panel of experts to advise RBC on the RBC Blue Water Project™, and committed almost $11.8 million in grants to 39 organizations globally to support watershed protection and access to clean drinking water • Named to the Carbon Disclosure Leadership Index 2008 under the Carbon Disclosure Project. Among financial institutions, RBC was ranked number one in Canada, and tied for second place globally • Trained RBC Capital Markets and Risk Management staff on climate change and carbon markets Key environmental issues When developing the RBC Environmental Blueprint, we prioritized our key environmental issues by assessing our potential exposure to, and influence over, the issue, as well as its importance to our complete array of stakeholders. Our key environmental issues are climate change, biodiversity and water. Climate change Climate change presents environmental, social and financial challenges to the global economy, human health and our own businesses and operations. We believe that it is of vital importance that we all contribute to efforts to reduce greenhouse gas emissions and effectively adapt to the unavoidable impacts of climate change. Biodiversity Biological diversity, or biodiversity, refers to the variety of different species, the genetic variability of each species and the variety of different ecosystems that they form. Environmental degradation resulting from human activity and the forces of climate change is disrupting the natural biodiversity of habitats and ecosystems. RBC also recognizes that the identity, cultural beliefs and economies of some indigenous peoples are intrinsically tied to their region’s history, biodiversity and natural landscapes. Critical natural systems and the abundant biodiversity they support must be preserved in order to maintain healthy communities, cultural values and shareholder value. Water Water is the most important natural resource on earth, and without it, all life would cease. Access to clean fresh water, the preservation and management of watersheds and water conservation are becoming increasingly urgent environmental concerns, both globally and in many of the regions in which we operate. Climate change, pollution and inefficient water usage are factors contributing to a growing water crisis. Sustaining the RBC Environmental Blueprint Keeping the RBC Environmental Blueprint on course requires an open and proactive dialogue with our stakeholders and peers, independent and co-operative research to identify and better understand emerging environmental issues and transparent and relevant reporting of our initiatives and progress. We also recognize the importance of philanthropy to help communities meet their environmental objectives. We refer to these activities as “Sustaining the RBC Environmental Blueprint.” Among other highlights in 2008, we: • Proactively collaborated with non-governmental organizations including Rainforest Action Network, Forest Ethics, Nature Conservancy of Canada, the Canadian Boreal Initiative, Zerofootprint, Flick Off, and the Durrell Wildlife Preservation Trust • Responded to inquiries from sustainability indices, socially responsible investment companies and analysts including the Ethical Funds Company, Jantzi Research, the Carbon Disclosure Project, Dow Jones Sustainability Index and Innovest Strategic Value Advisors • Researched and authored a number of reports on water-related issues including opportunities to support safe drinking water in First Nations communities; water supply issues in the Caribbean; impact of water scarcity on industrial sectors and geographic regions in the U.S. and Canada; and the impact golf courses have on the environment. For more information, visit rbc.com/environment 26 Royal Bank of Canada: Annual Report 2008 Environment Community Priorities • Provide donations with a lasting social impact • Sponsor key community initiatives 2008 Highlights • Contributed more than $99 million to community causes worldwide through donations of more than $51.5 million and an additional $47.5 million to the sponsorship of community events and national organizations • Enable employees to • Launched leadership and community action grants as part of the contribute RBC Blue Water Project, a $50 million philanthropic commitment over 10 years to support programs to enhance access to clean drinking water, watershed management and water conservation The RBC Community Blueprint™ contains a broad suite of programs and initiatives to help build stronger, more sustainable and prosperous communities around the world. Our employees and pensioners also make enormous contributions financially and as volunteers, sharing their financial and business knowledge, time and enthusiasm with thousands of community groups worldwide. Donations Donations are a cornerstone of our community programs, which have a tradition of philanthropy dating back to our roots. In fact, we have donations on record as far back as 1891. We are one of Canada’s largest corporate donors. We contribute to communities across North America and around the world. We are committed to making a lasting social impact through inspired, responsible giving and by building strong partnerships with the charitable sector. Our priority areas for funding include: • Supporting freshwater initiatives • Helping keep children in school • Supporting community healthcare through children’s mental health programs • Providing for emerging artist programs. Community sponsorships Sponsorships are an important component of a company’s promotional and marketing activities, and RBC sponsors events and initiatives that are important to our clients and our communities. Through strategic partnerships at the Canadian and international level, as well as locally in regions where we do business, we intend to differentiate RBC as a leading company committed to enabling the success of our clients and our communities. For example, we support the development of amateur athletes through sponsorship of grassroots events in local communities and national sport associations. We are the longest standing supporter of Canada’s Olympic Team, dating back to 1947, and a Premier National Partner of the 2010 Olympic and Paralympic Winter Games in Vancouver. RBC is also co-sponsoring the Olympic Torch Relay, which will touch communities all across Canada. We believe that investments in creative vision and artistic talent will result in healthy, vibrant communities. We support community events, art exhibitions and theatre performances. For example, RBC is the official bank and major sponsor of the Toronto International Film Festival. As part of our sponsorship, we will lend further assistance to the cultural growth of Canada through the RBC Emerging Artist Bursary Program. Celebrating its 10th anniversary this year, the RBC Canadian Painting Competition recognizes the talent of emerging professional visual artists in Canada. Employee contributions Volunteerism Our Employee Volunteer Grants Program was launched in 1999 to support and encourage community involvement. Employees and pensioners who volunteer a minimum of 40 hours a year to a registered charity are eligible for a $500 grant to the organization in their honour. Since 1999, RBC has made over 14,500 grants and donated more than $7.2 million to celebrate our employees’ volunteer efforts. In 2008, we expanded the program to RBC employees globally, celebrating the community work of dedicated RBC employee volunteers around the world. Employee giving Not only is RBC one of the largest private sector contributors to the United Way in Canada, we also have one of the largest private sector employee giving campaigns in Canada. In North America, our employees donated more than $12.6 million in 2008, facilitated through payroll deduction, in addition to direct giving and employee-driven fundraising events. For more information, visit rbc.com/community 2008 Worldwide RBC donations by geography (C$ millions) 2008 RBC donations in Canada by cause Canada $44.1 International $ 7.4 $51.5 Total Social services Arts and culture Civic Health Education Environment 17.3% 8.9% 9.4% 29.3% 30% 5.1% Community Royal Bank of Canada: Annual Report 2008 27 Management’s Discussion and Analysis Management’s Discussion and Analysis (MD&A) is provided to enable a reader to assess our results of operations and financial condition for the fiscal year ended October 31, 2008, compared with corresponding periods. This MD&A should be read in conjunction with our Consolidated Financial Statements and related notes and is dated December 4, 2008. All amounts are in Canadian dollars, unless otherwise specified, and are based on financial statements prepared in accordance with Canadian generally accepted accounting principles (GAAP). Additional information about us, including our 2008 Annual Information Form, is available free of charge on our website at rbc.com/investorrelations, on the Canadian Securities Administrators’ website at sedar.com and on the EDGAR section of the United States Securities and Exchange Commission’s (SEC) website at sec.gov. 76 Off-balance sheet arrangements 80 Financial Stability Forum disclosures 83 Risk, capital and liquidity management 83 Overview 86 Credit risk 97 Market risk 100 Operational risk 101 Capital management 109 Liquidity and funding risk 112 Overview of other risks 112 Reputation risk 113 Regulatory and legal risk 113 Insurance risk 115 Environmental risk 116 Additional factors that may affect future results 119 Additional financial information See our Glossary for definitions of terms used throughout this document. 29 Overview 29 About Royal Bank of Canada 30 Vision and strategic goals 31 Selected financial and other highlights 32 Overview of 2008 33 O utlook and medium-term objectives 35 Accounting and control matters 35 Critical accounting policies and estimates 39 Impact of the market environment 38 Changes in accounting policies 39 Controls and procedures Financial performance 39 Overview 40 46 Total revenue 47 Net interest income and margin 48 Provision for credit losses 49 Insurance policyholder benefits, claims and acquisition expense 51 Quarterly financial information 51 Results and trend analysis 53 Fourth quarter 2008 performance 53 Business segment results 54 How we measure and report our business segments Impact of foreign exchange rates on our business segments 55 Key performance and non-GAAP 55 measures Insurance International Banking 57 Canadian Banking 60 Wealth Management 64 68 71 Capital Markets 74 Corporate Support Financial condition 75 Condensed balance sheet 75 49 Non-interest expense 49 Taxes 50 Pension obligations 50 Related party transactions 50 Results by geographic segment 28 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Caution regarding forward-looking statements From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. We may make forward-looking statements in this document, in other filings with Canadian regulators or the SEC, in reports to shareholders and in other communications. Forward-looking statements include, but are not limited to, statements relating to our medium-term objectives, our strategic goals and priorities, and the economic and business out- look for us, for each of our business segments and for the Canadian, United States and international economies. The forward-looking information contained in this document is presented for the purpose of assisting our securityholders and financial analysts in understand- ing our financial position and results of operations as at and for the periods ended on the dates presented and our strategic priorities and objectives, and may not be appropriate for other purposes. Forward- looking statements are typically identified by words such as “believe,” “expect,” “forecast,” “anticipate,” “intend,” “estimate,” “goal,” “plan” and “project” and similar expressions of future or conditional verbs such as “will,” “may,” “should,” “could,” or “would.” By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our objectives, strategic goals and priorities will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include credit, market, operational, liquidity and funding risks, and other risks discussed in our 2008 Management’s Discussion and Analysis; the impact of the market environment, including the impact of the continuing volatility in the financial markets and lack Overview About Royal Bank of Canada Royal Bank of Canada (RY on TSX and NYSE) and its subsidiaries operate under the master brand name RBC. We are Canada’s largest bank as measured by assets and market capitalization and one of North America’s leading diversified financial services companies (and among the largest banks in the world as measured by market capitalization). We provide personal and commercial banking, wealth and asset management services, insurance, corporate and invest- ment banking and transaction processing services on a global basis. We employ more than 80,000 full- and part-time employees who serve more than 17 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 48 other countries. Effective May 1, 2008, we created our Insurance business segment, formerly a business under Canadian Banking. Concurrent with the realignment, we renamed our U.S. & International Banking segment International Banking. Our five business segments are outlined below. Canadian Banking comprises our domestic personal and business banking operations and certain retail investment businesses. Wealth Management businesses serve affluent and high net worth clients around the world, and provide asset management and estate and trust services directly to clients and through our internal partners and third-party distributors. Insurance offers a wide range of life, health, travel, home and auto insurance products and creditor insurance services to individual and business clients in Canada and the U.S. We also offer reinsurance for clients around the world. of liquidity in credit markets, and our ability to effectively manage our liquidity and our capital ratios and implement effective risk management procedures; general business and economic conditions in Canada, the United States and other countries in which we conduct business; changes in accounting standards, policies and estimates, including changes in our estimates of provisions, allowances and valuations; the impact of the movement of the Canadian dollar relative to other currencies, particularly the U.S. dollar, British pound and Euro; the effects of changes in government fiscal, monetary and other policies; the effects of competition in the markets in which we operate; the impact of changes in laws and regulations, including tax laws; judicial or regulatory judgments and legal proceedings; the accuracy and completeness of information concerning our clients and counterparties; our ability to successfully execute our strategies and to complete and integrate strategic acquisitions and joint ventures suc- cessfully; changes to our credit ratings; and development and integration of our distribution networks. We caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf. Additional information about these and other factors can be found in the Risk, capital and liquidity management, Overview of other risks and Additional factors that may affect future results sections. Information contained in or otherwise accessible through the websites mentioned does not form part of this document. All references in this document to websites are inactive textual references and are for your information only. International Banking comprises our banking businesses in the U.S. and Caribbean, and global custody and investor services, which we provide through our 50% ownership in RBC Dexia Investor Services (RBC Dexia IS). Capital Markets comprises our global wholesale banking business, which provides a wide range of corporate and investment banking, sales and trading, and research and related products and ser- vices to corporate, public sector, institutional and retail clients in North America and specialized products and services in select global markets. Our business segments are supported by our Corporate Support team, which consists of Global Technology and Operations (GTO) and Global Functions. GTO provides the operational and technological foundation required to effectively deliver products and services to our clients. It also leads innovative process and technology improve- ments designed to ensure we remain ahead of our competition, while maintaining the safety and soundness of our operations. Our Global Functions team of professionals provides sound governance and advice in the areas of risk, compliance, law, finance, tax and communi- cations. This team also manages our capital and liquidity and funding positions with the goal of meeting regulatory requirements, while maintaining effective funding management and allocation of capital. In addition, the Global Functions team co-ordinates relationships with external stakeholders, including investors, credit rating agencies and regulators, and supports strategic business decisions. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 29 Royal Bank of Canada Canadian Banking Wealth Management Insurance International Banking Capital Markets • Personal Financial Services • Business Financial Services • Cards and Payment Solutions • Canadian Wealth Management • U.S. & International Wealth Management • Global Asset Management • Reinsurance & Other • Canadian Life and Health • Property & Casualty • U.S. Life • Banking • RBC Dexia IS • Global Markets • Global Investment Banking and Equity Markets • Other • Global Technology and Operations • Global Functions Corporate Support Vision and strategic goals Our business strategies and actions are guided by our vision of “Always earning the right to be our clients’ first choice.” We believe that our client-focused approach is critical to achieving our strategic as well as our financial performance goals. Our Client First philosophy is exhibited in all of our activities, including how we deal with our clients, how we develop our products and services, and how we collaborate across businesses and functions. We maintain our focus on enhancing client satisfaction and loyalty by continually striving to understand and meet the evolving needs and expectations of our clients. Our strategic goals are to remain focused on growing our Canadian franchise while continuing to expand internationally by lever- aging our resources and expertise to build our portfolio of international businesses. Although we face ongoing challenging economic and market conditions in Canada, the U.S. and internationally in the near term, we expect to achieve these goals by maintaining our focus on meeting the needs of clients through ongoing innovation and by effec- tively collaborating across our many businesses and functions. • In Canada, our goal is to be the undisputed leader in financial services. We continue to look to the Canadian market to provide us with opportunities for growth in both the retail and wholesale sectors. We are strengthening our brand by delivering a supe- rior client experience, providing insightful advice and relevant solutions, and offering a comprehensive suite of quality finan- cial products and services to help our clients achieve financial success. In banking, we continue to leverage our extensive dis- tribution capabilities to grow market share across products and markets, while expanding and enhancing our distribution network to meet the needs of our clients. We are also developing innova- tive solutions, simplifying processes and enhancing systems for our clients to make it easier for them to do business with us. In Wealth Management, we intend to continue to extend our lead in wealth and asset management markets and to attract and retain experienced advisors. In Insurance, we intend to continue to pursue growth opportunities by leveraging our existing client relationships, distribution network and the strength of our brand. In Capital Markets, we continue to focus on maintaining our leader- ship position across most businesses and remain our wholesale clients’ first choice for all financial products and services. In the U.S., our goal is to be a leading provider of banking, wealth management and capital markets services by building on and leveraging our considerable capabilities. The U.S., with its geographic proximity, cultural similarities and close trade relation- ships with Canada, will continue to be a focus of future growth as we build on our market positions in selected businesses. In bank- ing, we continue to focus on meeting the broad needs of personal and business clients by offering a wide range of financial prod- ucts and services that leverage our resources and expertise. We are focused on strengthening our position in key markets in the • • southeastern U.S. by integrating our recent acquisitions and grow- ing market share by expanding our product offerings and client base. In Wealth Management, we continue to expand our business through organic growth and strategic acquisitions, while attract- ing and retaining experienced advisors and providing them with customized support for investment, advisory and wealth manage- ment practices by utilizing our global resources. We also intend to leverage our investment management capabilities in the institu- tional market, and in the individual market through sub-advisory and alliance opportunities. In Capital Markets, we intend to maintain our position as a top-tier leader in the U.S. mid-market and will remain committed to our businesses, such as fixed income, foreign exchange, infrastructure finance and structured products, while building our origination capabilities through strong, skilled teams. Outside North America, our goal is to be a premier provider of selected banking, wealth management and capital markets services where our strong foundation, key expertise and broad distribution network provide us with competitive advantages. In banking, we intend to continue to build on our position in the English Caribbean by leveraging our history in the region, focusing on the integration of our RBTT Financial Group (RBTT) acquisition and pursuing select growth opportunities in the Spanish Caribbean and Central and South America. In Wealth Management, we remain focused on expanding our high net worth client-focused business through organic growth and strategic acquisitions. In Insurance, we will focus on building our reinsurance business and leveraging our RBTT acquisition to grow our bank insurance activities in the Caribbean. In custody and investor services, our joint venture, RBC Dexia IS, is focused on attracting new clients and deepening existing relationships by leveraging its global scale and integrated suite of products. In Capital Markets, we will continue to build our global investment banking capabilities in energy and mining, while expanding our presence in London, England, and Sydney, Australia. We will also focus on extending our distribution capa- bilities in Asia and leveraging our global distribution network to increase product and service penetration and deepen relation- ships with our investing clients. Guided by our Client First philosophy and strategic goals, our business segments continue to tailor their strategies to help clients create new possibilities and achieve financial success, while strengthening client relationships within their unique operating and competitive environ- ments. We believe that the successful execution of our business strategies will enhance the quality and diversity of our earnings. These efforts should result in continued solid performance in our Canadian businesses as well as improved results in our U.S. and other interna- tional businesses. 30 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Selected financial and other highlights (C$ millions, except per share, number of and percentage amounts) Total revenue Provision for credit losses (PCL) Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries Net income from continuing operations Net loss from discontinued operations Net income Segments – net income (loss) Canadian Banking Wealth Management Insurance International Banking Capital Markets Corporate Support Net income Selected information Earnings per share (EPS) – basic Earnings per share (EPS) – diluted Return on common equity (ROE) (1) Return on risk capital (RORC) (2) Net interest margin (NIM) (3) Specific PCL to average net loans and acceptances Gross impaired loans (GIL) as a % of loans and acceptances Capital ratios and multiples (4) Tier 1 capital ratio Total capital ratio Assets-to-capital multiple Selected balance sheet and other information Total assets Securities Retail loans (5) Wholesale loans (5) Deposits Average common equity (1) Average risk capital (2) Risk-adjusted assets (4) Assets under management (AUM) Assets under administration (AUA) – RBC (6) – RBC Dexia IS (7) Common share information Shares outstanding (000s) – average basic – average diluted – end of period Dividends declared per share Dividend yield Common share price (RY on TSX) – close, end of period Market capitalization (TSX) Business information (number of) Employees (full-time equivalent) (8) Bank branches Automated teller machines (ATM) Period average US$ equivalent of C$1.00 (9) Period-end US$ equivalent of C$1.00 $ $ $ $ $ $ 2008 2007 2006 $ 21,582 1,595 1,631 12,351 $ 22,462 791 2,173 12,473 $ 20,637 429 2,509 11,495 $ $ $ $ $ $ $ $ $ $ 6,005 4,555 – 4,555 2,662 665 389 (153) 1,170 (178) 4,555 3.41 3.38 18.0% 29.6% 1.44% .53% .96% 9.0% 11.1% 20.1X 7,025 5,492 – 5,492 2,545 762 442 242 1,292 209 5,492 4.24 4.19 24.6% 37.4% 1.33% .33% .45% 9.4% 11.5% 19.9X $ $ $ $ $ 6,204 4,757 (29) 4,728 2,124 604 302 261 1,355 111 4,757 3.65 3.59 23.5% 36.7% 1.35% .23% .38% 9.6% 11.9% 19.7X Table 1 2008 vs. 2007 Increase (decrease) (880) 804 (542) (122) (3.9)% 101.6% (24.9)% (1.0)% (1,020) (937) – (937) (14.5)% (17.1)% n.m. (17.1)% 117 (97) (53) (395) (122) (387) (937) (.83) (.81) n.m. n.m. n.m. n.m. n.m. n.m. n.m. .2X 4.6% (12.7)% (12.0)% (163.2)% (9.4)% n.m. (17.1)% (19.6)% (19.3)% (660)bps (780)bps n.m. 20 bps 51 bps (40)bps (40)bps n.m. $ 723,859 171,134 195,455 96,300 438,575 24,750 15,050 278,579 226,900 623,300 2,585,000 $ 600,346 178,255 169,462 69,967 365,205 22,000 14,450 247,635 161,500 615,100 2,713,100 $ 536,780 184,869 151,050 58,889 343,523 19,900 12,750 223,709 143,100 582,300 2,421,100 $ 123,513 (7,121) 25,993 26,333 73,370 2,750 600 30,944 65,400 8,200 (128,100) 1,305,706 1,319,744 1,341,260 2.00 4.2% 46.84 62,825 $ $ 1,273,185 1,289,314 1,276,260 1.82 3.3% 56.04 71,522 $ $ 1,279,956 1,299,785 1,280,890 1.44 3.1% 49.80 63,788 $ $ 32,521 30,430 65,000 .18 n.m. (9.20) (8,697) $ $ 73,323 1,741 4,964 64,815 1,541 4,419 60,539 1,443 4,232 $ $ .969 .830 .915 1.059 $ $ .883 .890 8,508 200 545 .054 (.23) 20.6% (4.0)% 15.3% 37.6% 20.1% 12.5% 4.2% 12.5% 40.5% 1.3% (4.7)% 2.6% 2.4% 5.1% 9.9% 90 bps (16.4)% (12.2)% 13.1% 13.0% 12.3% 5.9% (21.6)% (1) (2) (3) (4) (5) (6) (7) (8) Average common equity and ROE are calculated using month-end balances for the period. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion on Average risk capital and RORC, refer to the Key performance and non-GAAP measures section. NIM is calculated as Net interest income divided by Average assets. Average assets are calculated using methods intended to approximate the average of the daily balances for the period. 2008 capital ratios and risk-adjusted assets are calculated using guidelines issued by the Office of the Superintendent of Financial Institutions Canada (OSFI) under the new Basel II framework. Comparative capital ratios and risk-adjusted assets are calculated using guidelines issued by OSFI under the Basel I framework. Basel I and Basell II are not directly compa- rable. For further discussion about Basel II, refer to the Capital management section. Retail and wholesale loans above do not include allowance for loan losses. AUA – RBC has been revised to include mutual funds sold through our Canadian branch network. Comparative amounts have been revised to reflect this change. AUA – RBC Dexia IS represents the total AUA of the joint venture as at September 30, of which we have a 50% ownership interest. Effective 2008, we have excluded statutory holiday pay for part-time employees from our full-time equivalent (FTE) calculation consistent with our management reporting framework. All comparative amounts reflect the change to the FTE calculation. Average amounts are calculated using month-end spot rates for the period. (9) n.m. not meaningful Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 31 Overview of 2008 We reported net income of $4,555 million for the year ended October 31, 2008, down $937 million, or 17%, from a year ago. Diluted earnings per share (EPS) were $3.38, down 19% compared to a year ago. Return on common equity (ROE) was 18.0%, compared to 24.6% a year ago. The Tier 1 capital ratio of 9.0% was down 40 basis points (bps) from 9.4% a year ago, while our Total capital ratio of 11.1% was down 40 bps from 11.5% a year ago. Executing our initiatives Despite challenging market conditions during the year, we continued to diversify our products and services, markets and geographical presence through organic growth and strategic acquisitions, making it easier for our clients to do business with us and positioning ourselves for future earnings growth. In Canada, we continued to strengthen our leadership position in most major product categories by enhancing the quality and breadth of our products and services, balancing organic growth with strategic acquisitions, and expanding and upgrading our distribution network to better serve our clients. • We completed our acquisition of Phillips, Hager & North Investment Management Ltd. (PH&N) in our Wealth Management business. With our existing asset management business, this created the largest fund company, as measured by assets under management, and one of the largest private sector asset managers in Canada, as measured by assets under management, with a significant pres- ence in the institutional market for defined benefit and defined contribution pension plans, endowments and foundations. For 2008, our results include six months of PH&N results. • We launched various new products, such as the U.S. dollar high-interest savings account, Visa Infinite Avion card and the Business Investment account, to help clients meet their expand- ing financial needs. • We added 28 bank branches and 14 insurance branches, installed 240 ATMs and renovated 147 existing branches to make it easier for our clients to do business with us. In the U.S., we continued to build our presence in banking, wealth management and capital markets through organic growth and a num- ber of key acquisitions, while increasing the linkages between these businesses. We also moved to better establish our brand position in the country, as RBC Centura Bank and our retail brokerage, RBC Dain Rauscher, became known as RBC Bank and RBC Wealth Management, respectively. • We completed our acquisition of Alabama National BanCorporation (ANB), expanding our bank branch network to 439 full-service banking centres and strengthening our position in several markets in the southeastern U.S., including Alabama, Florida, and Georgia. For 2008, our results include eight months of ANB results. • We strengthened our wealth management capabilities in the eastern, midwestern and mid-Atlantic regions of the U.S. with the acquisition of Ferris, Baker Watts, Incorporated (FBW) in our wealth management business. This has added more than 300 experienced financial consultants, 42 branch offices and approximately US$19 billion in assets under administration to our network of more than 2,000 financial consultants operating in 204 retail branches across 42 states. For 2008, our results include four months of FBW results. • We completed our acquisition of Richardson Barr & Co. (Richardson Barr), a leading Houston-based energy advisory firm specializing in acquisitions and divestitures in the exploration and production sector, in our capital markets business. For 2008, our results include three months of Richardson Barr results. Outside North America, we continued to pursue growth opportunities in select markets, expanding our distribution network and making it easier for our clients to do business with us. • We completed our acquisition of RBTT, creating one of the most extensive banking networks in the Caribbean, with a presence in 17 countries across the region. For 2008, our results include RBTT results from June 16 to September 30, as RBTT reports on a one- month lag. • We opened a new representative wealth management office in Latin America to better serve our global client base. We also opened a representative office in India to provide wealth man- agement services to high net worth individuals, correspondent banking and trade finance services to financial institutions in India and capital markets products and services to governments and corporations. • We extended our platform of integrated global financial services, giving Canada-based small and commercial businesses and their foreign subsidiaries access to a full range of global treasury management solutions for day-to-day banking in Europe and Asia-Pacific region. 2008 Economic and market review (1) The Canadian economy grew at an estimated rate of .6% to date in 2008, which was down from the 2.2% projected in November 2007. Although the pace of growth slowed through the year, the Canadian economy was generally supported by solid domestic demand, largely reflecting favourable terms of trade and relatively solid consumer fundamentals, including low unemployment. The economy contracted modestly in the final calendar quarter mainly due to deterioration in net exports given weaker U.S. and global growth, tightening credit conditions and the decline in commodity prices. The sharp drop in commodity prices late in the fiscal year contributed to the dramatic decline in the Canadian dollar relative to the U.S. dollar. Throughout the year, the Bank of Canada reduced the overnight rate by a total of 200 bps to 2.25%, taking into consideration the global economic slow- down, weaker market conditions and declining commodity prices. The U.S. economy grew at an estimated rate of 1.3%, which was down from the 2.2% projected at the start of the year. While economic growth improved slightly in the early part of the year, largely as a result of the Economic Stimulus Act of 2008, the U.S. economy deteriorated in the second half of the year, largely due to tightening credit conditions, the persistent decline in the housing market, weak consumer and busi- ness spending and the rise in the unemployment rate. Credit quality also weakened, particularly in residential and commercial real estate- related loans. In an effort to lessen the extent of economic decline, restore stability and alleviate liquidity concerns, the Federal Reserve lowered the federal funds rate on a number of occasions throughout the year by 325 bps to 1%. Global economies moderated in the early part of the year and deteriorated thereafter, particularly in the U.K. and the Eurozone. Emerging economies, led by China, recorded solid growth in the early part of the year, but weakened in the latter part of the year due to the deterioration in global financial markets. The deterioration in the U.S. mortgage-backed securities markets that began in mid-2007 continued into 2008 and had significant unfa- vourable effects on broader credit markets. Generally, there has been widening of credit spreads, increased volatility in global equities and a general lack of liquidity across a wide range of products. In addition, challenging capital market conditions intensified in the last quarter of the year with the collapse of some global financial institutions, declining corporate profits and general fear of a global recession. 32 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Over the course of October, governments around the globe stepped in to stabilize the markets and restore public confidence in financial institutions by injecting billions of dollars into the financial system globally. They announced measures that included coordi- nated interest rate reductions, funding programs, capital injections into financial institutions, guarantees and nationalization of financial institutions. In line with global governments, the Bank of Canada cut interest rates, injected liquidity into the Canadian market, introduced insurance on wholesale funding and extended its Canada Mortgage and Housing Corporation securitization program. (1) Data as at December 4, 2008. 2008 Performance vs. objectives Table 2 Diluted earnings per share (EPS) growth Defined operating leverage (1) Return on common equity (ROE) Tier 1 capital ratio (2) Dividend payout ratio 2008 Objectives Performance 7%–10% >3% 20%+ 8%+ 40%–50% (19)% 1.0% 18.0% 9.0% 59% (1) (2) Our defined operating leverage is a non-GAAP measure and refers to the difference between our revenue growth rate (as adjusted) and non-interest expense growth rate (as adjusted). For further information, refer to the Key performance and non-GAAP measures section. Calculated using guidelines issued by OSFI under the new Basel II framework. 2008 Annual objectives We established our 2008 objectives in November 2007 based on our economic and business outlooks for 2008 at that time. In 2008, mar- ket and economic conditions were significantly impacted, as credit markets deteriorated and financial markets experienced widespread illiquidity and elevated levels of volatility especially in the latter part of the year. While we acknowledged that early 2008 would be chal- lenging, with continued market and accounting volatility and slower economic growth, we did not anticipate these conditions to persist for the duration of the year nor the impact to be as significant. We acknowledged during the year that progress towards certain objectives had been affected largely by writedowns, higher provision for credit losses in our U.S. banking business and spread compression. As a result, except for our Tier 1 capital ratio, we did not meet our other annual objectives. Our capital position remained strong throughout 2008, with our Tier 1 capital ratio above our objective. Our medium-term objective was to achieve top quartile total shareholder return (TSR) compared to our North American peers. (1) TSR is a concept used to compare the performance of our shares over a period of time, reflecting share price appreciation and dividends paid to shareholders. The absolute size of the TSR will vary depending on market conditions, but the relative position reflects the market’s per- ception of a company’s overall performance relative to its peers over a period of time. Our three-year and five-year average annual TSR of 8% (2) and 12% (2), respectively, ranked us in the first quartile within our peer group for both periods. The three-year and five-year average annual TSR for our peer group was (9)% and (2)%, respectively (2). Our dividends paid over the three-year period have increased at an average annual compounded rate of 19%. Our TSR objectives are measured relative to our North American peers and, as a result of the mergers and acquisitions that our peers were involved in during 2008, we are in the process of re-evaluating our peer group. We will disclose any revisions to our peer group once determined, and will continue to monitor and re-evaluate our peer group over the medium term based on events as they unfold. (1) (2) Our North American peers consist of seven large Canadian financial institutions (Manulife Financial Corporation, The Bank of Nova Scotia, The Toronto-Dominion Bank, Bank of Montreal, Sun Life Financial Inc., Canadian Imperial Bank of Commerce and National Bank of Canada) and 13 U.S. financial institutions (Bank of America Corporation, JP Morgan Chase & Co., Wells Fargo & Company, Wachovia Corporation, US Bancorp, Sun Trust Banks, Inc., The Bank of New York Mellon Corporation, BB&T Corporation, Fifth Third Bancorp, National City Corporation, The PNC Financial Services Group, KeyCorp and Northern Trust Corporation). The three-year average annual TSR is calculated based on share price appreciation plus reinvested dividend income for the period October 31, 2005 to October 31, 2008. The five-year average annual TSR is calculated based on the period October 31, 2003 to October 31, 2008 and is based on information as disclosed by Bloomberg. Total shareholder return For the year ended October 31 Common share price (RY on TSX) – close, end of period Dividends paid per share Increase (decrease) in share price Total shareholder return (2) 2008 $ 46.84 2.00 (16.4)% (12.8)% $ 2007 56.04 1.72 12.5% 16.2% $ 2006 49.80 1.32 19.5% 23.2% $ 2005 41.67 1.13 31.4% 35.4% Table 3 2004 Five-year CAGR (1) $ 31.70 .98 (.1)% 3.2% 8.1% 19.2% (1) (2) Compound annual growth rate (CAGR). Total shareholder return assumes reinvestment of dividends and therefore does not equal the sum of dividends paid per share and share price increase (decrease) in the table. Outlook and medium-term objectives Economic and market outlook (1) The Canadian economy likely slipped into a recession in the final quarter of 2008 and is expected to grow by only .3% in 2009 due to weaker domestic demand. Consumer spending is expected to slow, reflecting modest weakening in both the labour and housing markets. Inflation pressures are likely to dissipate as commodity prices stabilize at lower levels and economic growth remains slow. We forecast the Canadian dollar on average to be weaker relative to the U.S. dollar given lower commodity prices. We expect the Bank of Canada to decrease interest rates to 1.75% in late 2008 to mitigate some down- ward pressure on the economy and hold rates constant through most of 2009. We project the U.S. economy will have negative growth of 1% in 2009. We anticipate that deteriorating economic conditions and financial market volatility will continue to dampen both consumer and business spending and will likely cause the U.S. recession to deepen as negative economic growth persists over the remainder of 2008 and (1) Data as of December 4, 2008 in early 2009. We anticipate that the Federal Reserve will cut the fed- eral funds rate to .5% in late December and hold it there through 2009. Global economies, particularly those in the Eurozone, will likely weaken further in 2009, as overseas economies continue to contract due to weaker domestic demand, financial market volatility and reduced demand for exports from major trading partners. Emerging economies, led by China, are expected to grow at a very moderate pace in 2009 given uncertainty in global financial markets and reces- sionary conditions in some industrialized countries. Financial markets continue to deal with the fallout of a crisis in credit markets and a deteriorating outlook for global economies. Volatile financial market conditions are likely to continue into 2009 as credit and liquidity concerns persist and global economies slow down. We anticipate that recent government and central bank measures such as interest rate cuts, financial market rescue packages and enhanced interbank lending guarantees will eventually work to improve market stability. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 33 Business outlook and priorities A weak global economic outlook, continued financial market volatility and general uncertainty on the timing of a recovery is expected to create a challenging operating environment in the midterm. In Canadian Banking, consumer lending is expected to slow in the coming year, largely driven by lower housing sales and prices and reduced consumer spending levels. Business spending is expected to moderate and is likely to cause slower growth in business lending. Our business lending clients remain healthy, with generally solid balance sheets and historically low levels of debt; however, business lending remains susceptible to the health of the overall economy. Retail net interest margins will likely remain under pressure as the low interest rate environment persists and our portfolio contin- ues to shift towards lower-spread secured home equity products. Competitive pricing will also remain a factor. Credit quality during 2009 in Canada is expected to weaken moderately assuming a slower economic environment and a higher unemployment rate, and will likely impact consumer, business and corporate credit portfolios. We anticipate an increase in our provision for credit losses, primarily resulting from portfolio growth and modestly higher average delinquency rates. We will continue to remain focused on managing operating expenses in our domestic banking business. In Wealth Management, we expect modest growth in fee-based client assets from currently depressed levels as financial markets stabilize in the medium term. We intend to continue to add experi- enced advisors across all our businesses and leverage the depth and breadth of our resources to serve our clients, which should support growth in fee-based client assets. Further, we anticipate modest growth in transaction revenue as a result of the expected financial market stability in the near term and steady growth in the medium term. We expect growth will be supported by stability in financial markets and an increased investor appetite for transparent wealth management products. In Insurance, we expect investment returns to be impacted by market conditions in the near term and we believe our diversified product portfolio, coupled with the contribution of our infrastructure investments and retail branch expansion, should mitigate the impact to our results. In International Banking, we expect that our U.S. banking operations will continue to be impacted by a weak U.S. economy and the decline in the U.S. housing market. U.S. consumer and business lending growth will also remain weak. We anticipate provision for credit losses to reflect higher impaired loans, primarily due to deterio- ration in residential builder finance, as well as in our commercial, retail and business banking portfolios. We will remain focused on systemati- cally balancing growth and risk in our U.S. loan portfolio as we refine our U.S. banking operating model, improve efficiencies and reduce expenses. We continue to see opportunities for our Caribbean banking business in the current market environment as we continue with the ongoing integration of our RBTT acquisition. We hold trading and certain other investment assets at fair value, with the value determined using market prices or valuation models that depend on assumptions regarding market conditions. As a result, the fair value of these assets and their impact on our financial results will depend on future market developments. Volatile financial market conditions, reflecting liquidity and pricing pressures, are expected to continue in the near term. Over time, we anticipate that recent govern- ment measures will improve stability in the financial markets. In Capital Markets, we expect certain of our businesses will continue to be affected by the market uncertainty, including potential writedowns in certain fixed income businesses, although we expect there will be a slight improvement when global markets begin to stabilize. We will remain vigilant about managing our cost structure, efficiently using our balance sheet and focusing on risk management, while positioning our businesses to capitalize on market opportunities. Medium-term objectives We anticipate that the medium term will see more cyclical and struc- tural changes for the financial services industry, including higher funding costs, higher capital levels, the impact of the de-leveraging of balance sheets and a move to above-average loan loss levels from recent historic lows. We have established medium-term (3 to 5 years) financial objectives in place of annual objectives. These objectives are aligned with our three strategic goals and we believe they better reflect the new realities of the business and economic environment as outlined in this section. Medium-term objectives Diluted earnings per share (EPS) growth Defined operating leverage (1) Return on common equity (ROE) Tier 1 capital ratio (2) Dividend payout ratio Table 4 7%+ >3% 18%+ 8.5%+ 40%–50% (1) (2) Our defined operating leverage is a non-GAAP measure and refers to the difference between our revenue growth rate (as adjusted) and non-interest expense growth rate (as adjusted). For further information, refer to the Key performance and non-GAAP measures section. Calculated using guidelines issued by OSFI under the new Basel II framework. Our objectives for diluted EPS growth, defined operating leverage, ROE, and dividend payout ratio over the medium term are summa- rized in the table above and continue to reflect our commitment to strong earnings growth, cost containment and return on investment in our businesses, as well as sound and effective risk and capital management. Maintaining a strong capital position is integral to our medium-term strategy, and we intend to keep our Tier 1 capital ratio above our 8.5%+ objective. We intend to measure our financial performance using medium- term objectives for the foreseeable future until market and accounting volatility and economic uncertainty subside. We will continue to assess our progress on a quarterly and annual basis as we measure ourselves against these medium-term objectives. We will continue to benchmark our TSR with our North American peers and maintain our focus on maximizing shareholder value. As mentioned above, we are in the process of re-evaluating our North American peer group and will disclose any revisions once determined. By focusing on the execution of medium-term objectives in our decision-making, we believe we will be positioned to provide sustain- able earnings growth and returns to our shareholders. 34 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Accounting and control matters Critical accounting policies and estimates Application of critical accounting policies and estimates Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements. Certain of these policies, as well as estimates made by management in applying such policies, are recognized as critical because they require us to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that significantly different amounts could be reported under different conditions or using dif- ferent assumptions. Our critical accounting policies and estimates relate to the fair value of financial instruments, other-than-temporary impairment of available-for-sale (AFS) and held-to-maturity (HTM) securities, allowance for credit losses, variable interest entities, good- will and other intangible assets, securitization, pensions and other post-employment benefits and income taxes. Our critical accounting policies and estimates have been reviewed and approved by our Audit Committee, in consultation with management, as part of their review and approval of our significant accounting policies and estimates. Fair value of financial instruments All financial instruments are required to be measured at fair value on initial recognition except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instruments have been classified or designated as held-for-trading (HFT), available-for-sale, held-to-maturity, loans and receivables or other financial liabilities. A financial instrument can be designated as held-for-trading (the fair value option (FVO)) on its initial recogni- tion, provided it meets certain criteria, even if it was not acquired or incurred principally for the purpose of selling or repurchasing in the near term. Financial assets and financial liabilities held-for-trading, including derivative instruments, are measured at fair value with changes in the fair values recognized in net income, except for derivatives designated in effective cash flow hedges or hedges of foreign currency exposure of a net investment in a self-sustaining foreign operation; the changes in the fair values of those derivatives are recognized in other com- prehensive income (OCI). Available-for-sale financial assets are also measured at fair value with unrealized gains and losses, including changes in foreign exchange rates, being recognized in OCI except for investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market, which are mea- sured at cost. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. As at October 31, 2008, approximately $340 billion, or 47%, of our financial assets and $252 billion, or 36%, of our financial liabilities were carried at fair value ($276 billion, or 46%, of financial assets and $205 billion, or 36%, of financial liabilities as at October 31, 2007). Note 2 to our Consolidated Financial Statements provides disclosure of the fair value of our financial instruments as at October 31, 2008. Fair value is defined as the amount at which a financial instru- ment could be bought or sold in a current transaction, other than in a forced or liquidation sale, between knowledgeable and willing parties in an arm’s-length transaction under no compulsion to act. The best evidence of fair value is quoted bid or ask price, as appropriate, in an active market. Where bid and ask prices are unavailable, we use the closing price of the most recent transaction of that instrument. Where quoted prices are not available for a particular financial instrument, we use the quoted price of a financial instrument with similar charac- teristics and risk profile or internal or external valuation models using observable market-based inputs to estimate the fair value. The determination of fair value for actively traded financial instru- ments that have quoted market prices or readily observable model input parameters requires minimal subjectivity. Management’s judgment is required, however, when the observable market prices and parameters do not exist. In addition, management exercises judgment when establishing market valuation adjustments that would be required to determine the fair values. These include valuation adjustments for liquidity for financial instruments that are not quoted in an active mar- ket, when we believe that the amount realized on sale may be less than the estimated fair value due to insufficient liquidity over a short period of time. They also include valuation adjustments calculated when mar- ket prices are not observable due to insufficient trading volume or a lack of recent trades in a less active or inactive market. The majority of our financial instruments classified as held- for-trading, other than derivatives and financial assets classified as available-for-sale, comprise or relate to actively traded debt and equity securities, which are carried at fair value based on available quoted prices. As few derivatives and financial instruments designated as held-for-trading using the FVO are actively quoted, we rely primarily on internally developed pricing models and established industry standard pricing models, such as Black-Schöles, to determine their fair value. In determining the assumptions to be used in our pricing models, we look primarily to external readily observable market inputs including factors such as interest rate yield curves, currency rates and price and rate volatilities as applicable. However, certain derivative financial instruments are valued using significant unobservable market inputs such as default correlations, among others. These inputs are subject to significantly more quantitative analysis and management judgment. Where significant input parameters are not based on market observ- able data, we defer the initial trading profit until the amounts deferred become realized through the receipt and/or payment of cash or once the input parameters are observable in the market. We also record fair value adjustments to account for measurement uncertainty due to model risk and parameter uncertainty when valuing complex or less actively traded financial instruments. For further information on our derivative instruments, refer to Note 7 to our Consolidated Financial Statements. To determine the fair value adjustments on RBC debt designated as held-for-trading, as discussed in the Financial overview section, we calculate the present value of the instruments based on the contractual cash flows over the term of the arrangement by using the RBC effective funding rates at the beginning and end of the period, with the unreal- ized change in the present value recorded in net income. The following table summarizes our significant financial assets and liabilities carried at fair value, by valuation methodology as at October 31, 2008 and October 31, 2007. We have applied the general concepts contained in the accounting standards related to financial instruments under Canadian GAAP to determine the classification of assets and liabilities carried at fair value among the valuation method- ology groupings below. Instruments grouped within “quoted prices” include those where prices are obtained from an exchange, dealer, broker, industry group, pricing service or regulatory agency, or net asset values provided by fund managers of mutual funds and hedge funds. Instruments priced based on models are grouped based on whether the models include significant observable or unobservable parameters. Where fair value is not evidenced by observable market parameters, and day one unreal- ized gains and losses are not permitted under GAAP, the instrument is grouped as being based on “pricing models with significant unobserv- able market parameters.” Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements (FAS 157), includes measurement guidance and requires that all financial instruments measured at fair value be categorized in fair value hierarchy levels. We have not adopted these measurement and disclosure requirements as at October 31, 2008, for U.S. GAAP reconciliation disclosure purposes, and the information con- tained in the table below is not intended to correspond to those levels. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 35 Assets and liabilities carried at fair value by valuation methodology Table 5 2008 Based on 2007 Based on (C$ millions, except percentage amounts) Financial assets Required to be classified as held-for-trading other than derivatives Derivatives (1) Designated as held-for-trading (FVO) Classified as available-for-sale Financial liabilities Required to be classified as held-for-trading other than derivatives Derivatives (1) Designated as held-for-trading (FVO) Fair value $ 104,414 136,227 52,185 47,039 $ 339,865 $ 27,507 128,705 95,359 $ 251,571 Pricing Pricing models with models with significant significant observable unobservable market parameters Quoted market prices parameters 72% – 31% 59% 17% 97% 66% 28% 96% – – 4% 99% 100% 11% 3% 3% 13% – 1% – Total Fair value 100% $ 129,408 65,568 100% 52,580 100% 28,811 100% $ 276,367 100% $ 46,328 71,422 100% 87,433 100% $ 205,183 Pricing Pricing models with models with significant significant observable unobservable market parameters Quoted market prices parameters 82% – 36% 70% 18% 100% 64% 28% 89% – – 11% 99% 100% – – – 2% – 1% – Total 100% 100% 100% 100% 100% 100% 100% (1) Market and credit valuation adjustments that are determined on an instrument-specific basis are included. For the remaining instruments, these adjustments are determined on a pooled basis and thus, have been excluded. Derivative assets exclude market and credit valuation adjustments of $(1,117) million (2007 – $nil) and margin requirements of $1,024 million (2007 – $1,017 million). 2008 vs. 2007 The market environment weakened significantly through 2008. As a result, there was a high degree of uncertainty and volatility which lead to reduced volume of trading activity in the financial markets. Many of the debt securities in our portfolio that were actively traded experienced limited trading volumes. As a result, market quotes were unavailable and indicative prices were not being provided by alternate sources such as brokers, dealers and pricing agencies. At year-end, we had to adopt alternate valuation methodologies to value many of our financial instruments. As a result of the changes in our valuation methodologies, there were significant movements into the pricing models with significant unobservable market parameters category. The increase of 11% in financial assets classified as held-for-trading was primarily on account of certain short-term debt securities which did not have sufficient trading volumes in the market and indicative prices were also not available. The increase of 3% in derivative-related assets was due to higher fair values in our structured credit business and the migration of assets valued using pricing models with significant observable market parameters into this category. The increase of 3% in financial assets designated as held-for-trading was related to loans in our commercial mortgage business where there were limited observable market transactions on which to base our valuations. The increase of 11% in the available-for-sale category was related to the auction rate securities and securities in our Municipal GIC business that were reclassified from held-for-trading to the available-for-sale category and due to insufficient trading volumes in the market and no indicative prices being available. The determination of fair value where quoted prices are not available and the identification of appropriate valuation adjustments require management judgment and are based on quantitative research and analysis. Group Risk Management is responsible for establishing our valuation methodologies and policies, which address the use and calculation of valuation adjustments. These methodologies are reviewed on an ongoing basis to ensure that they remain appropri- ate. Group Risk Management’s oversight in the valuation process also includes ensuring all significant financial valuation models are strictly controlled and regularly recalibrated and vetted to provide an inde- pendent perspective. Refer to the Risk management section for further details on the sensitivity of financial instruments used in trading and non-trading activities. Other-than-temporary impairment of available-for-sale and held-to- maturity securities Available-for-sale and held-to-maturity securities with unrealized losses are assessed for impairment at each reporting date and more frequently when conditions warrant. When the fair value of any secu- rity has declined below its amortized cost, management is required to assess whether the decline is other-than-temporary. In making this assessment, we consider such factors as the type of investment, the length of time and extent to which the fair value has been below the amortized cost, the severity of the impairment, the financial and credit aspects of the issuer, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The decision to record a writedown, its amount and the period in which it is recorded could change based on management’s judgment. If the decline in value based on management’s judgment is considered to be other-than-temporary, the cumulative changes in the fair values of available-for-sale securities previously recognized in accumulated other comprehensive income (AOCI) are reclassified to net income during that period. For further details, refer to Notes 1 and 3 to our Consolidated Financial Statements. Allowance for credit losses The allowance for credit losses represents management’s estimate of identified credit-related losses in the portfolio, as well as losses that have been incurred but are not yet identifiable at the balance sheet date. The allowance is established to cover the lending portfolio including loans, acceptances, letters of credit and guarantees, and unfunded commitments. The allowance for credit losses comprises the specific allowance and the general allowance. The specific allowance is determined through management’s identification and determination of losses related to impaired loans. The general allowance is established on a quarterly basis through management’s assessment of probable losses in the remaining portfolio. The process for determining the allowances involves quantita- tive and qualitative assessments using current and historical credit information. Our lending portfolio is reviewed on an ongoing basis to assess whether any borrowers should be classified as impaired and whether an allowance or write-off is required. The process inherently requires the use of certain assumptions and judgments including: (i) assessing the impaired status and risk ratings of loans; (ii) estimat- ing cash flows and collateral values; (iii) developing default and loss rates based on historical and industry data; (iv) adjusting loss rates and risk parameters based on the relevance of historical data given changes in credit strategies, processes and policies; (v) assessing the current credit quality of the portfolio based on credit quality trends in relation to impairments, write-offs and recoveries, portfolio character- istics and composition; and (vi) determining the current position in the economic and credit cycles. Changes in these assumptions or using other reasonable judgments can materially affect the allowance level and thereby our net income. 36 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Specific allowance Specific allowances are established to cover estimated losses on both retail and wholesale impaired loans. Loan impairment is recognized when, based on management’s judgment, there is no longer reason- able assurance that all interest and principal payments will be made in accordance with the loan agreement. Historical loss rates are applied to current outstanding loans to deter- mine a range of probable losses over an economic cycle. In determining the general allowance level, management also considers the current portfolio credit quality trends, business and eco- nomic conditions, the impact of policy and process changes, and other supporting factors. For wholesale portfolios managed individually, which are continu- Any fundamental change in methodology is subject to indepen- ously monitored, an account is classified as impaired based on our evaluation of the borrower’s overall financial condition, its available resources and its propensity to pay amounts as they come due. A specific allowance is then established on individual accounts that are classified as impaired, using management’s judgment relating to the timing of future cash flow amounts that can be reasonably expected from the borrower, financially responsible guarantors and the realiza- tion of collateral. The amounts expected to be recovered are reduced by estimated collection costs and discounted at the effective interest rate of the obligation. For retail portfolios managed on a pooled basis, including resi- dential mortgages and personal and small business loans, accounts are classified as impaired based on contractual delinquency status, generally 90 days past due. The estimation of specific allowance on these accounts is based on formulas that apply product-specific net write-off ratios to the related impaired amounts. The net write-off ratios are based on historical loss rates, adjusted to reflect manage- ment’s judgment relating to recent credit quality trends, portfolio characteristics and composition, and economic and business condi- tions. Credit card balances are directly written off after payments are 180 days past due. Personal loans are generally written off at 150 days past due. General allowance The general allowance is established to cover estimated credit losses that are incurred in the lending portfolio but have not yet been spe- cifically identified as impaired. This estimation is based on a number of assumptions including: (i) the level of unidentified problem loans given current economic and business conditions; (ii) the timing of the realization of impairment; (iii) the gross exposure of a credit facility at the time of default; and (iv) the ultimate severity of loss. In determining the appropriate level of general allowance, management first employs statistical models using historical loss rates and risk parameters to estimate a range of probable losses over an economic cycle. Management then considers changes in the credit granting process including underwriting, limit setting and the workout process in order to adjust historical experience to better reflect the current environment. In addition, current credit information including portfolio composition, credit quality trends, and economic and business infor- mation is assessed to determine the appropriate allowance level. For heterogeneous loans (wholesale loans managed individually), the general allowance is based on the application of estimated prob- ability of default, gross exposure at default and loss factors, which are determined by historical loss experience and delineated by loan type and rating. These parameters are based on historical loss rates (default migration, loss severity and exposure at default), supple- mented by industry studies, and are updated on a regular basis. This approach allows us to generate a range of potential losses over an economic cycle. One of the key judgmental factors that influence the loss estimate for this portfolio is the application of the internal risk rating framework, which relies on our quantitative and qualitative assessments of a borrower’s financial condition in order to assign an internal credit risk rating similar to those used by external rating agen- cies. Any material change in the above parameters or assumptions would affect the range of probable credit losses and consequently could affect the general allowance level. For homogeneous portfolios (retail loans), including residential mortgages and credit cards, as well as personal and small business loans that are managed on a pooled basis, the determination of the general allowance is based on the application of historical loss rates. dent vetting and review. Total allowance for credit losses Based on the procedures discussed above, management believes that the total allowance for credit losses of $2,299 million is adequate to absorb estimated credit losses incurred in the lending portfolio as at October 31, 2008. This amount includes $84 million classified in other liabilities, which relates to letters of credit and guarantees and unfunded commitments. Variable interest entities Canadian Institute of Chartered Accountants (CICA) Accounting Guideline 15, Consolidation of Variable Interest Entities (AcG-15), pro- vides guidance on applying the principles of consolidation to certain entities defined as variable interest entities (VIEs). Where an entity is considered a VIE, the Primary Beneficiary is required to consolidate the assets, liabilities and results of operations of the VIE. The Primary Beneficiary is the entity that is exposed, through variable interests, to a majority of the VIE’s expected losses (as defined in AcG-15) or is entitled to a majority of the VIE’s expected residual returns (as defined in AcG-15), or both. We use a variety of complex estimation processes involving both qualitative and quantitative factors to determine whether an entity is a VIE and, if required, to analyze and calculate the expected losses and the expected residual returns. These processes involve estimating the future cash flows and performance of the VIE, analyzing the variability in those cash flows, and allocating the cash flows among the identi- fied parties holding variable interests to determine who is the Primary Beneficiary. In addition, there is a significant amount of judgment exer- cised in interpreting the provisions of AcG-15 and applying them to our specific transactions. AcG-15 applies to a variety of our businesses, including our involvement with multi-seller conduits we administer, credit invest- ment products and structured finance transactions. For further details on our involvement with VIEs, refer to the Off-balance sheet arrange- ments section and Note 6 to our Consolidated Financial Statements. Goodwill and other intangible assets Under GAAP, goodwill is not amortized and is generally allocated to reporting units which are one level below our operating segments. Goodwill is tested for impairment on an annual basis or more frequently if an event occurs or circumstances change such that the fair value of a reporting unit may be reduced to less than its book value. Testing goodwill begins with determining the fair value of each reporting unit and comparing it to its carrying amount, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the fair value of the reporting unit’s goodwill must be determined and compared to its carrying value. The fair value of the goodwill is imputed by determining the fair value of the assets and liabilities of the reporting unit. Goodwill is deemed to be impaired if its carrying value exceeds the fair value. That excess is the quantum of the impair- ment which must be charged to income in the period it is identified. Subsequent reversals of impairment are prohibited. Management applies significant judgment in estimating the fair value of our reporting units which is accomplished primarily using an earnings-based approach which incorporates each reporting unit’s internal forecasts of revenues and expenses. The use of this model and, more generally, our impairment assessment process require the use of estimates and assumptions, including discount rates, growth rates, and terminal growth rates. Changes in one or more of the Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 37 estimates or assumptions could have an impact on the determina- tion of the fair value of our reporting units and thus, the results of the impairment test. In addition to the earnings-based approach, where possible, we use a market-based approach to assess what the appro- priate fair value of each reporting unit may be in the current market based on actual market events and comparable companies. Other intangibles with a finite life are amortized on a straight-line basis over their estimated useful lives, generally not exceeding 20 years. These are also tested for impairment when an event occurs or a condition arises that indicates that the estimated future net cash flows from the asset may be insufficient to recover its carrying amount. The identification of such events or conditions may be subject to management’s judgment. Estimating the fair value of a finite-life intangible for purposes of determining whether it is impaired also requires management to make estimates and assumptions, changes in which could have an impact on the determination of the fair value of the intangible and thus, the results of the impairment test. We do not have any intangibles with indefinite lives. these assumptions affects the gain or loss that is recognized from the sale of the loans. Refer to Note 5 to our Consolidated Financial Statements for the volume of securitization activities of our loans, the gain or loss recognized on sale and a sensitivity analysis of the key assumptions used in valuing our retained interests. Another key accounting determination is whether the SPE that is used to securitize and sell our loans is required to be consolidated. As described in Note 6 to our Consolidated Financial Statements, we concluded that none of the SPEs used to securitize our financial assets should be consolidated. Pensions and other post-employment benefits We sponsor a number of defined benefit and defined contribution plans that provide pension and other benefits to eligible employees after retirement. These plans include registered pension plans, supple- mental pension plans, and health, dental, disability and life insurance plans. The pension plans provide benefits based on years of service, contributions and average earnings at retirement. For further details, refer to Notes 1 and 10 to our Consolidated Due to the long-term nature of these plans, the calculation of ben- Financial Statements. Securitization We periodically securitize Canadian residential mortgages, credit card receivables and commercial mortgage loans by selling them to special purpose entities (SPEs) or trusts that issue securities to investors. Some of the key accounting determinations in a securitization of our loans are whether the transfer of the loans meets the criteria required to be treated as a sale and, if so, the valuation of our retained interests in the securitized loans. Refer to Note 1 to our Consolidated Financial Statements for a detailed description of the accounting policy for loan securitization. When we securitize loans and retain an interest in the securitized loans, it is a matter of judgment whether the loans have been legally isolated. We obtain legal opinions where required to give us comfort that legal isolation of the transferred loans has been achieved. We often retain interests in securitized loans such as interest-only strips, servicing rights or cash reserve accounts. Where quoted market prices are not available, the valuation of retained interests in sold assets is based on our best estimate of several key assumptions such as the payment rate of the transferred loans, weighted average life of the prepayable receivables, excess spread, expected credit losses and discount rate. The fair value of such retained interests calculated using efit expenses and obligations depends on various assumptions such as discount rates, expected rates of return on assets, healthcare cost trend rates, projected salary increases, retirement age, and mortality and termination rates. Discount rate assumption is determined using a yield curve of AA corporate debt securities. All other assumptions are determined by management and are reviewed annually by the actuaries. Actual experience that differs from the actuarial assumptions will affect the amounts of benefit obligation and expense. The weighted average assumptions used and the sensitivity of key assumptions are presented in Note 20 to our Consolidated Financial Statements. Income taxes Management exercises judgment in estimating the provision for income taxes. We are subject to income tax laws in various jurisdic- tions where we operate. These complex tax laws are potentially subject to different interpretations by the taxpayer and the relevant tax authority. The provision for income taxes represents manage- ment’s interpretation of the relevant tax laws and its estimate of current and future income tax implications of the transactions and events during the period. A future income tax asset or liability is deter- mined for each temporary difference based on the future tax rates that are expected to be in effect and management’s assumptions regarding the expected timing of the reversal of such temporary differences. Changes in accounting policies Significant changes in accounting policies and disclosures during 2008 Canadian GAAP Financial Instruments – Presentation and Disclosures On November 1, 2007, we adopted three new presentation and disclosure standards that were issued by the CICA: Handbook Section 1535, Capital Disclosures (Section 1535), Handbook Section 3862, Financial Instruments – Disclosures (Section 3862), and Handbook Section 3863, Financial Instruments – Presentation (Section 3863). Section 1535 specifies the disclosure of: (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. Sections 3862 and 3863 substantially replaced Handbook Section 3861, Financial Instruments – Disclosure and Presentation (Section 3861), revised and enhanced its disclosure requirements and continued its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. Reclassification of financial Instruments In October 2008, the CICA issued amendments to Handbook Section 3855, Financial Instruments – Recognition and Measurement, Section 3861, and Section 3862, permitting, under certain circum- stances, financial assets to be reclassified from held-for-trading to available-for-sale or from available-for-sale to loans and receivables. Financial assets that were classified as held-for-trading using the fair value option cannot be reclassified. These amendments were effective for us on August 1, 2008 and are referred to as the “CICA reclassifica- tion amendments” throughout this document. Future changes in accounting policies and disclosure Canadian GAAP Goodwill and Intangible Assets The CICA issued a new accounting standard, Handbook Section 3064, Goodwill and Intangible Assets, which clarifies that costs can be deferred only when they relate to an item that meets the definition of an asset, and as a result, start-up costs must be expensed as incurred. The new and amended standard is effective for us begin- ning November 1, 2008. The implementation of these standards is not expected to have a material impact on our consolidated financial position and results of operations. 38 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Transition to International Financial Reporting Standards The CICA has announced that Canadian GAAP for publicly accountable enterprises companies will be replaced with International Financial Reporting Standards (IFRS) over a transition period expected to end in 2011. We will begin reporting our financial statements in accordance with IFRS on November 1, 2011. We have begun planning our transi- tion to IFRS but the impact on our consolidated financial position and results of operations has not yet been determined. U.S. GAAP Framework on fair value measurement The FASB issued the following pronouncements regarding fair value measurement: (i) FAS 157 on September 15, 2006; (ii) Staff Position FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13, on February 14, 2008; (iii) Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, on February 12, 2008; and (iv) Staff Position FAS 157-3, Determining the fair value of a financial asset when the market for that asset is not active, on October 10, 2008. FAS 157 establishes a framework for measuring fair value under U.S. Controls and procedures Disclosure controls and procedures Our disclosure controls and procedures are designed to provide rea- sonable assurance that information required to be disclosed by us in reports filed or submitted under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and include controls and proce- dures that are designed to ensure that information is accumulated and communicated to management, including the President and Chief Executive Officer, and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of October 31, 2008, management evaluated, under the supervision of and with the participation of the President and Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined under rules adopted by the Canadian securities regulatory authorities and the United States Securities and Exchange Commission. Based on that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of October 31, 2008. Financial performance Overview GAAP and is applicable to other accounting pronouncements where fair value is considered to be the relevant measurement attribute. FAS 157 also expands disclosures about fair value measurements. FAS 157 will be effective for us on November 1, 2008, except for certain non- financial assets and non-financial liabilities which will be effective on November 1, 2009. The transition adjustment will be recognized in the opening balance of retained earnings reported under U.S. GAAP as at November 1, 2008 and is not material to our consolidated financial position. Fair value option for financial assets and liabilities On February 15, 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Liabilities (FAS 159). FAS 159 provides an entity the option to report selected financial assets and liabilities at fair value and establishes new disclosure requirements for assets and liabilities to which the fair value option is applied. FAS 159 will be effective for us on November 1, 2008. The transition adjust- ment will be recognized in the opening balance of retained earnings reported under U.S. GAAP as at November 1, 2008 and is not material to our consolidated financial position. Internal control over financial reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assur- ance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. As of October 31, 2008, management assessed the effectiveness of our internal control over financial reporting and, based on that assess- ment, concluded that our internal control over financial reporting was effective and that there were no material weaknesses in our internal control over financial reporting. See Management’s report on inter- nal control over financial reporting and the Report of Independent Registered Chartered Accountants. No changes were made in our internal control over financial reporting during the year ended October 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal con- trol over financial reporting. 2008 vs. 2007 We reported net income of $4,555 million for the year ended October 31, 2008, down 17% from $5,492 million a year ago. Diluted EPS were $3.38, down 19% compared to a year ago. ROE was 18%, compared to 24.6% a year ago. Our results were primarily impacted by significantly higher writedowns of $2,091 million in Capital Markets compared to $393 million last year, additional market environment related writedowns of $397 million in Corporate Support and $297 million in International Banking. The impact of these writedowns was partially offset by gains of $533 million on the change in the fair value of deposit liabilities and subordinated debentures designated as held-for-trading, largely as a result of the widening of our credit spreads (fair value adjustments on RBC debt designated as held-for- trading), as well as a related $608 million reduction of income taxes and $499 million of compensation adjustments. For further details, refer to the Impact of the market environment section. Higher provision for credit losses, primarily in our U.S. banking business, weaker equity origination activity and higher costs in sup- port of business growth also contributed to the decrease. Our prior year results were also favourably impacted by a gain related to the Visa Inc. restructuring. These factors were partly offset by the reduction of the Enron Corp.-related litigation provision, solid volume growth in our banking-related and wealth management businesses partly reflecting our acquisitions, the impact of which was partially offset by spread compression in our banking-related businesses. Higher trading rev- enue in certain of our fixed income and foreign exchange businesses also partially offset the decrease in net income. Our Tier 1 capital ratio of 9.0% was down 40 bps from 9.4% a year ago. There were several important developments during 2008 which we believe, individually and in aggregate, affect the analysis of our potential Enron-related litigation provision. As a result of our continu- ous evaluation of these developments as they occurred, our latest assessment of them has led us to reduce our litigation provision from $591 million (US$500 million), which we established in 2005, to $60 million (US$50 million) or $33 million after-tax (US$27 million). Refer to Note 25 to our Consolidated Financial Statements for more information. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 39 Impact of the market environment The weak market environment continued throughout 2008, resulting in writedowns of $2,785 million ($1,418 million after-tax and related compensation adjustments). The writedowns included losses within certain HFT portfolios and losses on our AFS securities. Of this, $2,091 million ($920 million after-tax and related compensation adjust- ments) related to Capital Markets, $397 million ($297 million after-tax) related to Corporate Support, which includes treasury activities, and $297 million ($201 mil lion after-tax) related to International Banking. The impact of the writedowns was partially offset by $533 million ($273 million after-tax and compensation adjustments) on the gain related to fair value adjustments on RBC debt designated as held-for- trading. Of this, $343 million ($144 million after-tax and compensation adjustments) related to Capital Markets and $190 million ($129 million after-tax) related to Corporate Support. It is expected that most gains resulting from the widening of our credit spreads in the current period will reverse in future periods as the fair value of these liabilities increase through the combination of the passage of time to maturity, or our effective funding rates decline. The writedowns within Capital Markets related primarily to U.S. subprime and collateralized debt obligations (CDOs) of asset-backed securities (ABS), residential mortgage-backed securities (RMBS) and other, losses on auction rate securities (ARS), the investment portfolio of our municipal GIC business, U.S. commercial mortgage-backed securities (CMBS) and on bank-owned life insurance (BOLI) contracts in our U.S. Insurance and Pension solutions business. The writedowns and losses in Corporate Support and International Banking were primarily related to U.S. MBS and other securities in our HFT and AFS portfolios, which are held in support of treasury related activities and investment objectives. The writedowns were on securities deemed to be other-than-temporarily impaired and losses on the sale of other securities. The deterioration of the fair value of these securities reflected various factors including increased market spreads resulting from higher credit risk and liquidity premi- ums and in some cases the weakening of underlying collateral. Reclassification of Held-for-trading to Available-for-sale Upon acquiring securities, we classify them either as HFT or AFS. For HFT securities, we reflect changes in fair value in Non-interest income – Trading Revenue. For AFS securities, we reflect unrealized changes in fair value for the current period in OCI. If realized or considered to be other- than-temporarily impaired in value, we reflect changes in fair value in non-interest income – net (loss) gain on available-for-sale secu- rities. Refer to the Unrealized gains and losses on AFS securities section for more details on our AFS portfolio and valuation assessments. Effective August 1, 2008, we adopted the CICA reclassification amendments. We reclassified $6,868 million (1) from the HFT category to the AFS category during the quarter ended October 31, 2008 and recognized $478 million ($270 million after-tax) in OCI that otherwise would have been recognized as a loss in our income statement. We have transferred certain student loan auction rate securities and cer- tain securities within U.S. municipal GICs and other trading portfolios out of the HFT category to the AFS category during the quarter ended October 31, 2008. The unrealized losses on these securities largely reflected liquidity concerns in the current market. Management has determined that the unrealized losses on these securities are tem- porary in nature and intends to hold the remaining securities until maturity or their value recovers. For further information, refer to Note 3 to our Consolidated Financial Statements for more information. (1) Represents the fair value as at October 31, 2008. Summary of market environment impact – gains (losses) (C$ millions) Writedowns Capital Markets – Held-for-trading U.S. subprime Hedged with MBIA CDOs of ABS, RMBS, and other U.S. auction rate securities (ARS) U.S. Municipal guaranteed investment contracts (GIC) and other U.S. MBS U.S. Insurance and Pension solutions U.S. commercial mortgage-backed securities (CMBS) Corporate Support Held-for-trading – U.S. RMBS AFS – U.S. MBS and other securities International Banking AFS – U.S. MBS and other securities Total pre-tax and related compensation adjustments Compensation adjustments Income tax recoveries Total (writedowns) after-tax and compensation adjustments Fair value adjustments on RBC debt held-for-trading Capital Markets Corporate Support Total pre-tax and related compensation adjustments Compensation adjustments Income tax recoveries Total gains after-tax and compensation adjustments Total net income impact 40 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis 2008 Table 6 2007 $ (704) $ (597) (243) (268) (162) (117) (2,091) (129) (268) (397) (297) $ (2,785) $ 613 754 $ (1,418) $ $ 343 190 533 (114) (146) 273 $ $ $ $ (5) (352) – – – (36) (393) – – – – (393) 131 89 (173) 59 29 88 (20) (25) 43 (1,145) $ (130) Capital Markets U.S. subprime – hedged with MBIA Table 7 (C$ millions) As at October 31, 2008 Writedowns Underlying exposure Credit protection through CDS Principal/ notional Fair value Cash collateralized MBIA insured (1) Fair value of MBIA protection after writedowns (2) 2008 2007 Subprime RMBS Subprime CDOs of ABS Non-subprime (CDOs of corporate names) $ 1,303 1,221 3,253 $ 473 15 2,357 Total $ 5,777 $ 2,845 $ 689 $ 5,217 $ 1,519 $ 704 $ 5 (1) (2) The counterparty is a subsidiary of MBIA Inc., a monoline insurance provider with a financial strength rating of Baa1 by Moody’s Investors Service (Moody’s) as at November 7, 2008 and AA (Negative Outlook) by Standard & Poor’s (S&P) as at August 14, 2008. The fair value is included in Other – Derivatives. Capital Markets writedowns of $704 million during the year resulted from declines in fair value of credit default swaps (CDS) with mono- line insurer MBIA Inc. that represent credit protection purchased to hedge our credit risk exposure to super-senior tranches of structured credit transactions, taking into account market credit default spreads, expected recovery rates on the underlying exposures and other parameter inputs. As noted in Table 7, the credit protection with MBIA covers both subprime- and non-subprime-related assets. For infor- mation on monoline insurance for non-subprime assets, refer to the Financial Stability Forum disclosures section. U.S. subprime – CDOs of ABS, RMBS, and other Table 8 (C$ millions) CDOs of ABS Other subprime RMBS, and other Total (1) Net on-balance sheet amount of trading-related securities. As at October 31, 2008 Writedowns Principal/ notional Fair value (1) $ $ $ 862 (57) $ 93 46 805 $ 139 $ 2008 421 176 597 $ $ 2007 264 88 352 Capital Markets writedowns of $597 million during the year related to declines in fair value of subprime CDOs of ABS, RMBS and CDO positions. These holdings include $540 million notional value of predominantly senior tranches of RBC-sponsored CDOs previously hedged by monoline insurer ACA Capital Holdings Inc. (ACA) and other unhedged positions. The Other subprime RMBS principal/notional amount represents a net short exposure (liability). U.S. ARS (C$ millions) Student loan ARS Closed-end funds and municipal ARS Total Other (net change due to consolidation of VIEs and realized losses) Total Table 9 As at October 31, 2008 Writedowns Principal Fair value (1) 2008 2007 $ $ $ 4,177 154 4,331 – $ $ 3,651 153 3,804 – $ $ 202 1 203 40 $ – $ – 4,331 $ 3,804 $ 243 $ – – – (1) The fair value is included in Securities – Available-for-sale except for Closed-end funds and municipal ARS that continue to be included in Securities – Held-for-trading. Capital Markets writedowns of $203 million during the year resulted from declines in fair value of our trading positions of ARS, based on market prices and a models-based approach to valuations that includes the impact of liquidity. U.S. ARS are issued through variable interest entity (VIE) trusts in the U.S. financial markets. The VIEs hold long-term assets and fund them with long-term debt that trades at short-term debt prices, with an interest rate reset every week to 35 days. These securities are issued by municipalities, student loan authorities and other sponsors through bank-managed auctions. We participate as a remarketing agent in the ARS market. As at October 31, 2008, the fair value of the auction rate securi- ties we hold on our balance sheet is $3.8 billion, of which $3.7 billion is backed by student loan collateral. The average yield on our holdings is above our funding costs. Approximately 89% of our inventory is rated AAA. In terms of student loan auction rate securities that we hold, approximately 97% of the supporting student loan collateral is guaran- teed under the U.S. government Federal Family Education Loan Program. In addition to amounts shown in the table above, during the second and third quarters of 2008, we sold $1.5 billion of the ARS in our trading inventory into off-balance sheet special purpose entities to which we provide liquidity facilities. Of this amount, $465 million was sold during the third quarter and the purchase of the ARS by the SPE was financed by a loan from us and the loan is secured by various assets of the SPE. These transactions are reflected at fair value and are not included in the amounts shown in the table above. For further details on VIEs, refer to the Structured finance VIEs in the Off-balance sheet arrangements section and Note 6 to our Consolidated Financial Statements. We have reclassified U.S. ARS of $3,651 million (fair value as at October 31, 2008) out of the HFT category to the AFS category during the quarter ended October 31, 2008. In addition to ARS described above, as disclosed in our press release on October 8, 2008, as part of a settlement with the SEC New York Attorney General’s office, and the North American Administrators Association we will offer to purchase, at par, ARS held by our U.S. retail brokerage clients, as well as charities with accounts at RBC of US$25 million or less and small institutions and businesses with accounts at RBC of US$10 million or less. The repurchase offer represents approximately US$850 million as at October 31, 2008. For further details, refer to the Fourth quarter 2008 performance section. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 41 U.S. Municipal GICs and other U.S. MBS Table 10 (C$ millions) U.S. Municipal GIC business Agency MBS (2) Agency discount notes and bonds Non-Agency MBS (AAA or Alt-A) Federal, municipal and corporate bonds GIC liability and hedge gains and losses Other U.S. non-Agency MBS As at October 31, 2008 Writedowns Principal Fair value (1) 2008 2007 $ $ $ $ 2,486 941 9 402 3,838 – 3,838 935 $ $ $ 2,299 941 5 338 3,583 – 3,583 594 $ $ $ 4,773 $ 4,177 $ $ – – – $ $ 103 (1) 60 31 193 80 273 (5) 268 – – – – – – (1) (2) The fair value is included in Securities – Held-for-trading or Available-for-sale. Includes Federal Home Loan Mortgage Corporation (Freddie Mac) and Federal National Mortgage Association (Fannie Mae). In our U.S. Municipal GIC business, we issue GICs for cash received from municipalities, generally in situations where a municipality has issued debt and does not have immediate needs for the proceeds. The GIC liabilities are of various durations averaging approximately 18 months and the payments are swapped to floating rate. We then invest the cash received from the municipalities primarily in MBS, both agency and non-Agency (refer to table above). Capital Markets writedowns of $273 million during the year resulted from declines in fair value of our investment portfolio supporting our U.S.Municipal GIC business along with losses related to our GIC liabilities and related hedge positions. We have reclassified securities of $3,217 million (fair value as at October 31, 2008) within the U.S. Municipal GICs and other trading portfolios from HFT to AFS during the quarter ended October 31, 2008. U.S. Insurance and Pension solutions Table 11 (C$ millions) BOLI stable value contracts As at October 31, 2008 Writedowns Notional (1) Fair value (1) 2008 $ 9,451 $ 7,392 $ 162 $ 2007 – (1) Notional value represents the total amount of investment value protected under stable value contracts and is reported under stable value products in Note 25 of our Consolidated Financial Statements. Fair value represents the current estimate of fair value of the investments referenced under the stable value contracts. Our U.S. Insurance and Pension solutions business in Capital Markets provides stable value contracts on BOLI policies purchased by banks on groups of eligible employees. The BOLI purchaser pays premiums to the insurance company, and the premiums are then invested in a portfolio of eligible assets. While the insurance is in place, the purchaser receives tax-exempt earnings linked to the performance of the underlying assets and also receives death benefits as they arise. The stable value wraps provided by our U.S. Insurance and Pension solutions business reduce the volatility of the tax-free earnings stream received by purchasers of BOLI on the assets in their policy. If a purchaser were to surrender (terminate early) its BOLI policy, the terms of the stable value contract generally require us to make up the difference between the notional and fair value of the assets inside the policy. The purchaser would receive a payment for this difference in value, but also would be taxed on the surrender value, forfeit the tax-exempt income stream, and may be exposed to unhedged long-term tax-deferred liabilities. As at October 31, 2008, the difference between the notional value and fair value of our BOLI contracts was $2,059 million ($433 million as at October 31, 2007). This represents the loss that would be recog- nized if all insurance contracts were surrendered on that date. Capital Markets recognized writedowns of $162 million during the year, reflect- ing both the value of the assets underlying the investment portfolios of the policies and our estimated probability of the policyholders surren- dering their policies. U.S. CMBS (C$ millions) Corporate loans and CMBS Table 12 As at October 31, 2008 Writedowns Principal Fair value (1) 2008 $ 923 $ 796 $ 117 $ 2007 36 (1) Includes held-for-trading loans and CMBS principal amount of $747 million with a fair value of $605 million recorded in Loans – Wholesale and whole loans with a principal amount of $176 million recorded in Loans – Wholesale. In our U.S. CMBS business, we previously originated commercial mortgages in the U.S. market and warehoused them until such time as there was an opportunity to securitize them for a fee through issuance of CMBS or to sell them in the whole loan market. Loans previously originated to be securitized are classified as HFT while those to be sold in the whole loan market are classified as loans and receivables and carried at amortized cost. We have discontinued new business and we will continue to wind down this business in an orderly fashion. Capital Markets recognized a loss of $117 million during the year due to credit deterioration, reduced liquidity in the CMBS issuance market and the impact of derivative hedges of interest-rate risk within the portfolio. As at October 31, 2008, the fair value of our inventory was $796 million. 42 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Corporate Support Operations included in the Corporate Support segment hold various securities in HFT and AFS portfolios in support of their respective treasury-related activities and investment objectives. The majority of their holdings are Canadian government and Agency-related securities that have experienced gains during the year, primarily due to the decrease in interest rates. However, investments in MBS and certain ABS and Corporate debt securities held in Corporate Support have been adversely impacted by the market environment, lack of liquidity and, in some cases, deterioration in the underlying collateral. The portfolios that have been impacted by these events and their related writedowns and losses are detailed below. Refer to the Unrealized gains and losses on AFS securities section and Note 3 to our Consolidated Financial Statements for further details on the assessment of impairment on AFS securities and total writedowns due to other-than-temporary impairment. U.S. MBS and other securities Table 13 (C$ millions) Held-for-trading Mortgage-backed securities (MBS) Available-for-sale Mortgage-backed securities (MBS) Asset-backed securities (ABS) Corporate debt and other debt Total Corporate Support recognized $397 million of writedowns and realized losses in 2008 related to the market environment. The writedowns included a loss of $129 million related to a held-for-trading portfolio of U.S. MBS and $268 million of writedowns on AFS securities that were determined to be other-than-temporarily impaired. Held-for-trading The HFT portfolio consists of high-quality super-senior tranches of U.S. Alt-A and other Non-Agency MBS. The deterioration of the market value of these securities mainly reflected increased market spreads resulting from higher market risk and liquidity premiums. These pre- miums are significantly higher than historically experienced, resulting in little differentiation in the market between higher and lower quality tranches of MBS securities. These factors gave rise to the deterioration in prices resulting in a recognized loss in the trading portfolio of $129 million for the year. As at October 31, 2008 Writedowns and realized losses Amortized cost Fair value Net unrealized losses 2008 2007 $ 387 $ 387 $ – $ 129 $ 1,355 613 753 1,083 477 642 272 136 111 215 23 30 $ 3,108 $ 2,589 $ 519 $ 397 $ – – – – – Available-for-sale MBS in AFS are similar to those in the HFT portfolio, but also includes fair value of $143 million fair value of subprime securities largely comprised of super-senior tranches. These securities experienced sig- nificant declines in fair value due to the ongoing widening of spreads and, to varying degrees, the weakening of underlying collateral. In 2008, the assessment of these securities for other-than-temporary impairment resulted in writedowns of $215 million, mainly related to Alt-A and subprime MBS. ABS in the AFS portfolio included collateralized loan obligations (CLO) and U.S. uninsured student loans. The majority of these instruments are rated AAA with significant credit support. Based on management’s assessment of these securities, certain lower quality CLOs were determined to be other-than-temporarily impaired and writ- ten down by $23 million to their fair value. Corporate and other debt mainly includes various securities with exposure to European financial institutions. The $30 million loss largely reflects writedowns on securities we intend to sell in order to manage our exposure to certain names. International Banking Operations in International Banking hold various AFS securities in support of their respective treasury-related activities and investment objectives. The majority of the securities they hold are U.S. govern- ment and Agency-related securities that have experienced fair value declines primarily due to liquidity concerns. Investments in MBS and certain ABS and corporate debt securities held in this segment have been adversely impacted by the dislocation in the market, lack of liquidity, and in some cases, deterioration in the underlying col- lateral. The portfolios that have been impacted by these events and their related writedowns and losses are detailed below. Refer to the Unrealized gains and losses on AFS securities section and Note 3 to our Consolidated Financial Statements for further details on the assessment of impairment on AFS securities and total writedowns due to other-than-temporary impairment. U.S. MBS and other securities Table 14 (C$ millions) Available-for-sale Mortgage-backed securities (MBS) Asset-backed securities (ABS) Corporate debt and other debt Agency preferred stock Total As at October 31, 2008 Writedowns and realized losses Amortized cost Fair value Net unrealized losses 2008 2007 $ $ $ 2,249 366 1,866 – 1,869 341 1,689 – $ 380 25 177 – $ – – 136 – 91 70 $ 4,481 $ 3,899 $ 582 $ 297 $ – – – Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 43 International Banking recognized $297 million of writedowns and realized losses in 2008 related to the market environment. The write- downs included $184 million on AFS securities that were determined to be other-than-temporarily impaired and $113 million of realized losses related to the sale of Agency preferred stock and certain AFS debt securities. MBS in AFS are largely comprised of super-senior tranches of non-Agency and Alt-A MBS. Also included is $63 million fair value of subprime MBS. These securities have experienced significant declines in fair value due to the ongoing widening of spreads and, to varying degrees, the weakening of underlying collateral. In 2008, the assess- ment of these securities for other-than-temporary impairment resulted in writedowns of $136 million, mainly related to Alt-A and other non- Agency MBS. ABS in the AFS portfolio included structured notes and auction credit support and have experienced moderate price declines over the year, primarily related to liquidity. Based on management’s assess- ment of these securities for other-than-temporary impairment, no securities were deemed by management to be other-than-temporarily impaired. Corporate and other debt mainly includes various securities with exposure to non-Organization for Economic Co-operation and Development (OECD) governments, predominately Caribbean coun- tries where we operate, and U.S. and European financial institutions. The $91 million loss largely reflected realized losses on the sale of certain securities and writedowns on securities we intended to sell in order to effectively manage our exposures to certain names and reposition a number of portfolios. $33 million of the loss related to securities that were deemed to be other-than-temporarily impaired. During the year, we realized a $70 million loss on the sale of our rate securities. The majority of these instruments have significant U.S. Agency preferred stock. Unrealized gains and losses on AFS securities As at October 31, 2008, all AFS securities that had unrealized losses were assessed for other-than-temporary impairment. This included the change in fair value including, where applicable, foreign exchange. For those securities that, based on management’s judgment, it was not probable that all principal and interest would be recovered, the securities were deemed to be other-than-temporarily impaired and were written down to their fair value. In addition, securities for which management could not attest to holding until maturity or where in management’s opinion the value of the security would not recover prior to its disposition were also deemed to be other-than-temporarily impaired and were written down to their fair value. Management has determined that the unrealized losses on the remaining securities were temporary in nature and intends to hold the remaining securities until their value recovers. Total RBC available-for-sale portfolio Reclassification of Held-for-trading to Available-for-sale During the quarter ending October 31, 2008, we reclassified certain financial assets from the HFT category to the AFS category in accor- dance with the CICA reclassification amendments. Refer to Note 3 to our Consolidated Financial Statements for further details on the reclas- sification and additional details regarding AFS securities. Refer to our Consolidated Financial Statements of Comprehensive Income and to our Consolidated Financial Statements of Changes in Shareholders’ Equity for details regarding the impact on OCI and AOCI, respectively. (C$ millions) Government and agency Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities 2008 Amortized cost Fair value $ 24,294 $ 24,382 3,548 4,796 12,785 2,683 227 4,278 5,192 13,102 3,057 256 Fair value as a % of total 50% 7% 10% 27% 6% –% Gross unrealized gains Gross unrealized Net unrealized losses gains (losses) Net gains (losses) recognized in income $ 447 4 11 136 4 – $ $ (359) $ (734) (407) (453) (378) (29) 88 (730) (396) (317) (374) (29) 7 (363) (25) (162) (88) (1) Total (1) $ 50,179 $ 48,421 100% $ 602 $ (2,360) $ (1,758) $ (632) (1) Excludes held-to-maturity of $205 million that is grouped with AFS on the balance sheet. Table 15 2007 Net gains (losses) recognized in income (55) – (6) (20) 161 – 80 Government and agency Government and agency securities constitute 50% of the AFS securi- ties we hold and are largely comprised of Canadian federally issued instruments and mortgages insured by Canadian agencies, as well as $4,069 million of U.S. Agency MBS and $1,734 million of ARS. The net unrealized gains of $88 million include unrealized gains of $447 million largely attributable to Canada-based instruments resulting from the recent decrease in interest rates and unrealized losses of $359 million mainly related to U.S. Agency MBS and U.S. ARS. The unrealized losses on these securities largely reflected liquidity con- cerns in the current market. Mortgage-backed securities Mortgage-backed securities represent 7% of the total AFS portfolio. The portfolio largely consists of high-quality super-senior tranches of U.S. Alt-A and other U.S. non-Agency MBS as well as $189 million of U.S. subprime. The net unrealized loss of $730 million reflects the impact of increased market spreads related to higher risk and liquidity premiums, with little differentiation in the market between higher and lower quality tranches. As at October 31, 2008, all U.S. MBS were assessed for other- than-temporary impairment using a cash flow projection model and management consideration of other market and security-specific fac- tors. The cash flow model incorporated actual cash flows on the MBS through the current period and then projected the remaining cash flows on the underlying mortgages, using a number of assumptions and inputs that were based on the security-specific collateral. The 44 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis assumptions included default, prepayment and recovery rates, the lat- ter being largely dependent upon forecasted house prices. The model then distributed those cash flows to each tranche of the security based on the transaction structure, subordination and credit enhancements. The inputs and assumptions used were based on updated market data for defaults, prepayment and house price appreciation at the municipal level provided by a third-party vendor. Management made adjustments for historical data and model limitations and specific adjustments to slow prepayments to reflect the expected impact of the current market environment on obligor behaviour. If the model predicted that it was probable that a security will not recover all principal and interest due, a further review of the security was undertaken to determine if, in management’s judgment, a loss would ultimately be realized. Where management concluded based on this analysis that the loss was other- than-temporary, the security was written down to its fair value. Almost all of the $363 million in losses recognized in 2008 were as a result of writedowns due to other-than-temporary impairment. In most cases, the securities’ fair value is lower than the amount we ultimately expect to recover. Asset-backed securities Asset-backed securities constitute 10% of the total AFS portfolio and mainly comprise insured student loans, including U.S. ARS that were transferred to AFS on August 1, 2008. CLOs, U.S. uninsured student loans and commercial mortgage-backed securities are also included. The majority of these instruments are highly rated with significant credit support and have experienced moderate price declines over the year resulting in $396 million in net unrealized losses or 8% of the portfolio value. As at October 31, 2008, all securities were assessed for other- than-temporary impairment. Impairment testing methods included the use of cash flow projection models and management’s consideration of other market and security-specific factors. Based on this assess- ment, certain lower quality CLOs were deemed other-than-temporarily impaired and written down by $23 million to their fair value. Corporate and other debt Corporate and other debt mainly includes corporate bonds, non-OECD government bonds and structured notes securities. The Corporate bonds are well diversified across a number of names and sectors, with U.S. and Global financial institutions being the largest concentra- tion. The non-OECD government securities are primarily related to Caribbean countries where we have ongoing operations. The struc- tured notes are predominately supported by Canadian credit cards. The net unrealized losses mainly reflected widening spreads on certain U.S. and Global financial institutional securities. Each security was assessed for other-than-temporary impairment based on management’s consideration of internal and external ratings, subordination and other market and security-specific factors. Complex instruments were also assessed using a cash flow projection model. The $162 million loss recognized in income largely reflected realized losses on the sale of certain securities and writedowns on securities we intend to sell in order to effectively manage our exposures to cer- tain names and reposition certain portfolios. $33 million of the loss related to securities that were deemed to be impaired. Equity Equity holdings represent 6% of the portfolio. These investments are largely comprised of publicly traded equity and preferred shares of Canadian financial institutions. To a lesser extent, we also hold invest- ments in other public, private and venture companies. A substantial portion of the unrealized losses related to publicly traded Canadian bank shares we hold to economically hedge certain stock-based compensation programs. While their share prices are under pressure due to current market conditions, these banks are well capitalized, continue to generate strong earnings and continue to pay dividends, and we do not consider these securities to be other- than-temporarily impaired. Other equity holdings that we viewed as other-than-temporarily impaired were written down to their fair value. The net losses largely reflected a realized loss of $70 million on the sale of U.S. Agency preferred shares of Fannie Mae and Freddie Mac and write downs due to impairments identified in our private equity portfolio. Summary of 2007 and 2006 In 2007, we achieved net income of $5,492 million, up $764 million, or 16%, from 2006. Our strong results were largely attributable to profit- able volume and balance growth in our banking and wealth management businesses, strong insurance results, and increased equity and foreign exchange trading results and strong equity origination activity in our capital markets businesses. These results reflected the ongoing success- ful execution of our growth initiatives as well as generally favourable economic and market conditions for most of the year. A $326 million ($269 million after-tax) gain related to the Visa Inc. restructuring and the exchange of our membership interest in Visa Canada Association for shares of Visa Inc. also contributed to the increase. In 2007, the Canadian economy grew at an estimated rate of 2.6%, with domestic demand remaining the key driver of economic growth. Robust economic growth in the early part of the year, largely reflecting strong consumer spending, solid business investment, favourable terms of trade and solid housing market activities, weak- ened slightly in the latter part of the year. This was mainly attributable to slowing U.S. demand and tightening credit conditions as a result of the U.S. mortgage market concerns. The U.S. economy grew at an estimated rate of 2%. Solid economic growth in the middle of the year, primarily supported by continued non-residential investment, strong export growth and consumer spending, slowed in the latter part of the year. The weaker economic growth was largely a result of slowing residential investment amid the ongoing housing market correction, tightening credit conditions and increased funding costs arising from the U.S. mortgage market concerns, as well as a general repricing of risk in numerous markets. During 2007, we had a charge of $393 million before tax and com- pensation adjustments in Capital Markets, consisting of the writedowns on the valuation of U.S. RMBS and CDOs of ABS, reflecting the deteri- oration in credit markets since July 2007, higher provision for credit losses, reflecting portfolio growth, higher impaired loans in our U.S. residential builder finance business, and higher credit card customer loyalty reward program costs. We also had higher costs in support of business growth and the negative impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated earnings. In 2006, net income was $4,728 million, up $1,341 million, or 40%, from 2005. Our strong earnings reflected solid business growth across all business segments and our successful execution of growth initiatives, despite the negative impact of the strong Canadian dollar on the translated value of our foreign currency-denominated results. Our 2005 results reflected the Enron-related litigation provision. Our strong results in 2006 were also underpinned by generally favourable economic and credit conditions in both domestic and international markets. In 2006, the Canadian economy grew by 2.8%, primarily bol- stered by robust domestic demand. These factors were partially offset by a weakening in exports and manufacturing activities against a backdrop of a strong Canadian dollar, high but falling energy prices, slowing U.S. demand and competition from emerging markets. The U.S. economy recorded a growth rate of 2.9%, reflecting solid consumer and business spending supported by strong balance sheets as well as strength in the labour market, though partly restrained by the lagged effects of increases in interest rates and high but falling energy prices. During 2006, strong consumer lending was supported by favour- able labour market conditions and a relatively low interest rate environment. Business lending remained solid, albeit in part offset by Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 45 surpluses of internally generated funds available for capital and inven- tory investment. Capital market conditions were generally favourable, characterized by buoyant mergers and acquisitions (M&A) activity in Canada and strong performance of natural resource-based equities. During 2006, a number of specified items were identified, which had minimal impacts on our overall results as their effects largely offset each other. We realized a favourable resolution of an income tax audit related to prior years, resulting in a $70 million reduction in income tax expense. We received $51 million related to the termina- tion of an agreement. We reversed $50 million of general allowance related to our corporate loan portfolio. We also recorded a net gain of $40 million on the exchange of New York Stock Exchange (NYSE) seats for shares in the NYSE Group (NYX). Impact of U.S. vs. Canadian dollar The translated value of our consolidated results is impacted by fluctua- tions in the respective exchange rates relative to the Canadian dollar. The following table depicts the effect of translating current year U.S. dollar/Canadian dollar consolidated results at the current year weighted average exchange rate in comparison to the historical period’s weighted average exchange rate. Revenue, expenses and income denominated in foreign currencies are translated at average rates of exchange during the year in our consolidated results. We believe this provides the reader with the ability to assess the underlying results on a more comparable basis, particularly given the magnitude of the recent changes in the exchange rate and the resulting impact on our results. Certain of our business segment results are also impacted by fluctuations in the U.S. dollar, Euro and British pound exchange rates relative to the Canadian dollar. For further details, refer to the Impact of foreign exchange rates on our business segments section. Impact of U.S. dollar vs. Canadian dollar (C$ millions, except per share amounts) Canadian/U.S. dollar exchange rate (average) 2008 2007 2006 Percentage change in average US$ equivalent of C$1.00 (1) Increased (decreased) total revenue Increased (decreased) non-interest expense Increased (decreased) net income Increased (decreased) basic EPS Increased (decreased) diluted EPS Table 16 2007 vs. 2006 2008 vs. 2007 $ $ $ $ .969 .915 $ 6% (340) $ (210) (90) (.07) $ (.07) $ .915 .883 4% (230) (139) (47) (.04) (.04) (1) Average amounts are calculated using month-end spot rates for the period. In 2008, the Canadian dollar appreciated 6% on average relative to the U.S. dollar from a year ago, resulting in a $90 million decrease in the translated value of our U.S. dollar-denominated net income and a decrease of $.07 in our current year’s diluted EPS. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at rates prevailing at the balance sheet date. Non-monetary assets and liabilities are translated into Canadian dollars at historical rates. Assets and liabilities of our self- sustaining operations with functional currencies other than Canadian dollars are translated into Canadian dollars at rates prevailing at the balance sheet date. For further information on the impact of foreign currency transla- tion on our balance sheet, refer to the Financial condition section. Total revenue (C$ millions) Interest income Interest expense Net interest income Investments (1) Insurance (2) Trading Banking (3) Underwriting and other advisory Other (4) Non-interest income Total revenue Additional information Total trading revenue (5) Net interest income – related to trading activities Non-interest income – trading revenue Total Total trading revenue by product (5) Interest rate and credit Equities Foreign exchange and commodities Total Table 17 2008 2007 2006 $ 25,344 15,984 $ 26,547 18,845 $ 22,204 15,408 $ $ $ $ $ $ 9,360 4,697 2,609 (408) 3,076 875 1,373 7,702 4,405 3,152 1,999 2,620 1,217 1,367 6,796 3,786 3,348 2,574 2,391 1,024 718 $ 12,222 $ 14,760 $ 13,841 $ 21,582 $ 22,462 $ 20,637 $ $ $ $ 998 (408) (220) $ 1,999 (539) 2,574 590 $ 1,779 $ 2,035 (259) $ 265 584 $ 640 784 355 1,174 561 300 $ 590 $ 1,779 $ 2,035 (1) (2) (3) (4) (5) Includes securities brokerage commissions, investment management and custodial fees, and mutual funds. Includes premiums, investment and fee income. Investment income includes the change in fair value of investments backing policyholder liabilities and is largely offset in insurance policyholder benefits, claims and acquisition expense. Includes service charges, foreign exchange revenue other than trading, card service revenue and credit fees. Includes other non-interest income, net gain (loss) on AFS securities (other-than-temporary impairment and realized gain/loss), fair value adjustments on RBC debt designated as held-for-trading, the change in fair value of certain derivatives related to economic hedges and securitization revenue. Total trading revenue comprises trading-related revenue recorded in Net interest income and Non-interest income. Total trading revenue includes revenue from cash and related derivatives. 46 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis 2008 vs. 2007 Total revenue decreased $880 million, or 4%, from a year ago. The decrease was largely due to writedowns resulting from the impact of the current market environment. Lower insurance-related revenue, largely related to the change in fair value of investments backing our life and health policyholder liabilities and largely offset in policy- holder benefits and claims, weaker equity origination activity and the negative impact of the strong appreciation of the Canadian dollar throughout most of the year on the translation of our U.S. dollar- denominated revenue also contributed to the decrease. These factors were partially offset by solid volume growth in our banking-related and wealth management businesses, which was driven by the successful execution of our growth initiatives and continued expansion activities, including acquisitions, higher trading results in certain capital mar- kets businesses and the gain on fair value adjustments on RBC debt designated as held-for-trading. Our prior year revenue was favourably impacted by a gain related to the Visa Inc. restructuring. Net interest income increased $1,658 million, or 22%, largely driven by lower funding costs and solid growth on certain trading posi- tions, and solid loan and deposit growth in Canada, partially offset by retail spread compression. Net interest margin of 1.44% was up 11 bps compared to the prior year. Investments-related revenue increased $292 million, or 7%, pri- marily due to increased fee-based and transaction revenue as a result of our acquisitions. Also contributing to the increase was solid growth in fee-based client assets, reflecting higher net sales and the addition of more experienced advisors. Higher U.S. cash equities revenue and higher custody fees and securities lending revenue also contributed to the increase. These factors were partially offset by lower transaction volumes in our full-service brokerages, amid the uncertainty in global financial markets. Insurance-related revenue decreased $543 million, or 17%, mainly reflecting the change in fair value of investments backing our life and health policyholder liabilities, largely offset in policyholder benefits and claims. Investment losses on disposals and impairments, as well as impacts from equity market movements and lower U.S. annuity sales also contributed to the decrease. These factors were partially offset by solid growth in our reinsurance and Canadian busi- nesses during the year. Trading revenue decreased by $2,407 million. Total trading rev- enue was $590 million, down $1,189 million, or 67%, from a year ago largely due to writedowns resulting from the current market environ- ment. The decrease was partly offset by stronger trading results in certain fixed income and foreign exchange businesses. For a detailed discussion regarding our writedowns, refer to the Impact of the market environment in the Financial performance section. Banking revenue was up $456 million, or 17%, mainly due to a credit card customer loyalty reward program liability charge in the prior year and improved results in our syndicated finance business, higher foreign exchange revenue due to increased transaction volumes and increased service fees in the current year. Other revenue was flat compared to the prior year. The gain on fair value adjustments on RBC debt designated as held-for-trading, as well as higher gains on credit derivative contracts recorded at fair value used to economically hedge our corporate lending portfolio and higher gains on the change in fair value of certain derivatives related to economic hedges contributed to an increase in revenue. These fac- tors were offset by write downs in Corporate Support and International Banking, the change in fair value of certain securities held to economi- cally hedge the stock-based compensation plan in our U.S. brokerage business (which was partially offset by lower stock-based compensa- tion expenses in non-interest expense) and lower equity distributions. Also offsetting the increase in Other revenue were certain favourable items recorded in prior year including a gain related to the Visa Inc. restructuring and a favourable adjustment related to the reallocation of certain foreign investment capital from our international insurance operations. 2007 vs. 2006 Total revenue increased $1,825 million, or 9%, from 2006. The increase was largely due to continued strong balance and volume growth in our banking and wealth management businesses and a gain related to the Visa Inc. restructuring. The strong growth largely reflected the successful execution of our strategy, including acquisi- tions, as well as generally favourable market conditions for most of 2007. These factors were partially offset by writedowns related to U.S. subprime RMBS and CDOs of ABS, the negative impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated rev- enue and higher credit card customer loyalty reward program costs. Net interest income increased $906 million, or 13%, largely driven by strong loan and deposit growth. Net interest margin of 1.33% was down 2 bps compared to 2006. Investments-related revenue increased $619 million, or 16%, primarily due to continued growth in fee-based client assets, capital appreciation and the recruitment and retention of more experienced advisors. Insurance-related revenue decreased $196 million, or 6%, largely reflecting the change in fair value of investments backing our life and health policyholder liabilities, which was largely offset in policyholder benefits and claims, lower U.S. annuity sales and lower revenue from our property catastrophe reinsurance business, which we exited completely in 2007. Trading revenue decreased $575 million, or 22%, with Total trad- ing revenue of $1,779 million down $256 million, or 13%, from 2006 on writedowns related to U.S. subprime RMBS and CDOs of ABS. Banking revenue was up $229 million, or 10%, mainly due to higher transaction volumes and client balances, as well as increased loan syndication activity. Underwriting and other advisory revenue increased $193 million, or 19%, due to strong equity origination activity and improved M&A results, mainly in the U.S. Other revenue increased $649 million, or 90%, largely due to the Underwriting and other advisory revenue decreased $342 million, Visa Inc. restructuring gain. or 28%, from a year ago, mainly due to weak equity origination and lower M&A activities. Net interest income and margin (C$ millions, except percentage amounts) Net interest income Average assets (1) Net interest margin (2) Table 18 2008 2007 2006 $ 9,360 650,300 $ 7,702 581,000 $ 6,796 502,100 1.44% 1.33% 1.35% (1) (2) Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Net interest income as a percentage of average assets. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 47 Change in net interest income (1) Table 19 (C$ millions) Assets Deposits with other banks Canada United States Other International Securities Trading Available-for-sale Asset purchased under reverse repurchase agreements and securities borrowed Loans Canada Retail Wholesale United States Other International 2008 vs. 2007 Increase (decrease) due to changes in 2007 vs. 2006 Increase (decrease) due to changes in Average volume (2) Average rate (2) Net change Average volume (2) Average rate (2) Net change $ 7 60 114 (534) 289 (165) 1,017 207 684 375 $ (5) $ (99) (117) (568) 122 (566) (1,504) (260) (763) 503 $ 2 (39) (3) 11 71 31 (1,102) 411 1,142 (230) (731) 815 (487) (53) (79) 878 1,025 – 348 778 $ (9) $ (50) 4 423 141 (22) 194 (217) (218) 106 2 21 35 1,565 (89) 793 1,219 (217) 130 884 Total interest income $ 2,054 $ (3,257) $ (1,203) $ 3,991 $ 352 $ 4,343 Liabilities Deposits Canada United States Other International Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Subordinated debentures Other interest-bearing liabilities Total interest expense Net interest income $ 244 115 1,654 (54) (303) 24 37 $ (1,490) $ (920) (1,215) (418) (1,246) $ (805) 439 (472) (448) (8) (79) (751) 16 (42) (1) $ 264 1,344 386 542 (66) 89 $ 646 281 528 (460) (60) (15) (41) 645 545 1,872 (74) 482 (81) 48 $ $ 1,717 337 $ $ (4,578) $ (2,861) $ 2,558 1,321 $ 1,658 $ 1,433 $ $ 879 $ 3,437 (527) $ 906 (1) (2) Geographic classification for selected assets and liabilities is based on the domicile of the booking point of the subject assets and liabilities. Volume/rate variance is allocated on the percentage relationship of changes in balances and changes in rates to the total net change in net interest income. 2008 vs. 2007 Net interest margin increased 11 bps, largely reflecting lower funding costs and solid growth on certain trading positions, and solid volume growth on our Canadian-related banking businesses, muted by spread compression. These factors were offset by higher growth in lower- yielding and non-interest-earning assets, largely reflecting an increase in derivative assets as a result of increased market volatility, which generated non-interest income. For further details, refer to Table 82 in the Additional financial information section. Provision for credit losses (C$ millions) Provision for credit losses 2008 vs. 2007 Total provision for credit losses (PCL) of $1,595 million compares to $791 million in the prior year. The increase was largely attributable to higher impaired loans in our U.S. banking business, mainly in our residential builder finance, commercial and business banking loan portfolios, reflecting the continued housing downturn and deteriorat- ing economic conditions, and an increase in the general provision, commensurate with volume growth and weaker credit quality in the Canadian retail portfolio and weakness in U.S. banking portfolios. For a detailed discussion regarding our PCL, refer to the Credit risk section. 2007 vs. 2006 Net interest margin decreased 2 bps, reflecting the impact of changes in product mix, an increase in lower-yielding and non-interest-earning assets and competitive pressures on our U.S. deposit business. 2008 2007 $ 1,595 $ 791 $ Table 20 2006 429 2007 vs. 2006 Total PCL increased $362 million, compared to 2006, which had been at a cyclically low level. The increase reflected higher provisions for our wholesale and retail loan portfolios, primarily reflecting portfolio growth and higher impaired loans in our U.S. residential builder finance business triggered by the downturn in the U.S. housing market. 48 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Insurance policyholder benefits, claims and acquisition expense (C$ millions) Insurance policyholder benefits and claims Insurance policyholder acquisition expense Insurance policyholder benefits, claims and acquisition expense 2008 vs. 2007 Insurance policyholder benefits, claims and acquisition expense (PBCAE) decreased $542 million, or 25%, from last year, which pri- marily reflected the change in fair value of investments backing our life and health policyholder liabilities, largely offset in revenue. For a detailed discussion regarding our current and prior year PBCAE, refer to the Insurance segment section. Table 21 2008 1,029 602 $ 2007 1,588 585 $ 2006 1,939 570 1,631 $ 2,173 $ 2,509 $ $ 2007 vs. 2006 Insurance PBCAE decreased $336 million, or 13%, from 2006. The decrease primarily reflected the change in fair value of investments backing our life and health policyholder liabilities, which was largely offset in revenue. Non-interest expense (C$ millions) Salaries Variable compensation Benefits and retention compensation Stock-based compensation Human resources Equipment Occupancy Communications Professional and other external services Other expenses Non-interest expense $ $ 2008 3,845 2,689 1,168 77 7,779 1,155 926 749 903 839 2007 3,541 2,975 1,150 194 7,860 1,009 839 723 838 ,204 $ $ 1 $ $ Table 22 2006 3,192 2,827 1,080 169 7,268 957 792 687 844 947 $ 12,351 $ 12,473 $ 11,495 2008 vs. 2007 Non-interest expense decreased $122 million, or 1%, compared to the prior year, largely reflecting the reduction of the Enron-related litigation provision. The decrease was also due to lower variable compensation commensurate with weaker results, primarily impacted by writedowns, the favourable impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated expenses and lower stock-based compensation expense in our U.S. brokerage businesses due to the decline in fair value of our earned compensation liability. These factors were partially offset by additional costs in support of our growth initiatives, including our acquisitions, infrastructure invest- ments and increased sales and services expenses in our banking branch network. 2007 vs. 2006 Non-interest expense increased $978 million, or 9%, compared to 2006, primarily reflecting higher costs due to increased business levels, including additional sales and service personnel and higher vari- able compensation in Wealth Management. Increased sundry losses, higher processing and system development costs, and additional costs in support of our growth initiatives, including our acquisitions, de novo branch expansion and branch upgrade programs, also con- tributed to the increase. These factors were partially offset by the favourable impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated expenses and lower variable compensa- tion in Capital Markets commensurate with weaker results. Taxes (C$ millions, except percentage amounts) Income taxes Other taxes Goods and services and sales taxes Payroll taxes Capital taxes Property taxes (1) Insurance premium taxes Business taxes Total income and other taxes Net income before income taxes Effective income tax rate (2) Effective total tax rate (3) $ $ $ $ Table 23 2008 2007 2006 1,369 $ 1,392 $ 1,403 204 242 104 103 42 16 711 2,080 6,005 22.8% 31.0% $ $ $ 208 227 117 97 41 8 698 2,090 7,025 19.8% 27.1% $ $ $ 218 217 107 92 39 7 680 2,083 6,204 22.6% 30.3% (1) (2) (3) Includes amounts netted against non-interest income regarding investment properties. Income taxes, as a percentage of net income before income taxes. Total income and other taxes as a percentage of net income before income and other taxes. Our operations are subject to a variety of taxes, including taxes on income and capital assessed by Canadian federal and provincial governments and taxes on income assessed by the governments of international jurisdictions where we operate. Taxes are also assessed on expenditures and supplies consumed in support of our operations. 2008 vs. 2007 Income tax expense decreased $23 million, or 2%, from a year ago due to lower earnings before income taxes in 2008. The effective tax rate of 22.8% increased 3% from 19.8% a year ago. The higher effective tax rate was largely due to lower earnings reported by our subsidiaries Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 49 operating in jurisdictions with lower income tax rates and a higher tax rate on the reduction of the Enron-related litigation provision. These factors were partially offset by a lower statutory Canadian corporate income tax rate in 2008 and a higher level of income from tax- advantaged sources (Canadian taxable corporate dividends) in 2008. Other taxes increased by $13 million from 2007, largely due to higher payroll, business and property taxes, reflecting higher staffing levels and a greater number of branches, respectively. These factors were partially offset by lower capital taxes due to a lower Canadian capital tax base and lower goods and services taxes (GST) due to a decrease in the GST rate. In addition to the income and other taxes reported in our Consolidated Statements of Income, we recorded a recovery of income taxes of $2,225 million in 2008 (2007 – $946 million income tax expense) in shareholders’ equity, a decrease of $3,171 million, primarily reflecting decreased unrealized foreign currency translation gains, net of hedging, and unrealized losses in our AFS portfolio and derivatives designated as cash flow hedges. 2007 vs. 2006 Income tax expense decreased $11 million, or 1%, from 2006, despite higher earnings before income taxes. The lower effective tax rate in 2007 was largely due to writedowns in our subsidiaries operating in jurisdictions with higher income tax rates, the gain related to the Visa Inc. restructuring, and a higher level of income from tax-advantaged sources (Canadian taxable corporate dividends). Other taxes increased by $18 million from 2006, largely due to increased payroll taxes, reflecting higher staffing levels, and higher capital taxes due to an increased Canadian capital tax base and increased property taxes, reflecting a greater number of branches. These factors were partially offset by lower GST due to a decrease in the GST rate. In addition to the income and other taxes reported in our Consolidated Statements of Income, we recorded income taxes of $946 million in 2007 in shareholders’ equity, an increase of $810 mil- lion over 2006, primarily reflecting an increase in unrealized foreign currency translation gains. Pension obligations A number of defined benefit and defined contribution plans are offered to our employees, which provide pension and post-employment ben- efits to eligible employees. Our defined benefit pension plans provide benefits based on years of service, contributions and average earnings at retirement. Our other post-employment benefits include health, dental, disability and life insurance coverage. We fund our registered defined benefit pension plans in accor- dance with actuarially determined amounts required to satisfy employee benefit obligations under current pension regulations. We continue to fund our pension plans in accordance with federal and provincial regulations. The performance of our pension plan assets was negatively impacted by the current economic environment and we expect to contribute higher amounts to our pension plans during 2009 to manage our funded status as described in Note 20 to our Consolidated Financial Statements. Related party transactions We measured our benefit obligations and pension plan assets as at September 30, 2008. Bond yields have increased in response to the uncertainty and volatility in the global financial markets thereby impacting the selection of the discount rate used to measure our benefit obligations and pension plan assets. This has resulted in an actuarial gain of $932 million in our benefit obligation, which offset our pension plan asset losses of $877 million and reduced our overall pension liability. Gains and losses on our pension plan assets are amortized over the estimated average remaining service life of the plan, which decreases the volatility to our expenses recognized every year. The weakening of the Canadian dollar at year-end also resulted in an increase of our pension liability for our U.S. and international plans. In the ordinary course of business, we provide normal banking ser- vices, operational services, and enter into other transactions with associated and other related corporations, including our joint venture entities, on terms similar to those offered to non-related parties. We grant loans to directors, officers and other employees at rates normally accorded to preferred clients. In addition, we offer deferred share and other plans to non-employee directors, executives and cer- tain other key employees. For further information, refer to Notes 9 and 27 to our Consolidated Financial Statements. Results by geographic segment (1) Table 24 (C$ millions) Net interest income Non-interest income Total revenue Provision for (recovery of) credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Income taxes and non-controlling interest Net income from continuing operations Net loss from discontinued operations 2008 2007 2006 Canada United Other States International Total Canada United Other States International Total Canada United Other States International Total $ 6,929 8,220 $ 1,132 2,521 $ 1,299 1,481 $ 9,360 12,222 $ 6,402 8,638 $ 412 4,322 $ 888 1,800 $ 7,702 14,760 $ 6,045 7,518 $ 108 4,397 $ 643 1,926 $ 6,796 13,841 15,149 3,653 2,780 21,582 15,040 4,734 2,688 22,462 13,563 4,505 2,569 20,637 924 643 28 1,595 696 90 5 791 456 (28) 1 429 922 7,490 30 2,991 679 1,870 1,631 12,351 1,230 7,409 474 3,405 469 1,659 2,173 12,473 1,379 7,056 683 3,038 447 1,401 2,509 11,495 1,826 (163) (213) 1,450 1,788 (13) (242) 1,533 1,495 13 (61) 1,447 $ 3,987 $ 152 $ 416 $ 4,555 $ 3,917 $ 778 $ 797 $ 5,492 $ 3,177 $ 799 $ 781 $ 4,757 – – – – – – – – – (29) – (29) Net income $ 3,987 $ 152 $ 416 $ 4,555 $ 3,917 $ 778 $ 797 $ 5,492 $ 3,177 $ 770 $ 781 $ 4,728 (1) For geographic reporting, our segments are grouped into Canada, United States and Other International. Transactions are primarily recorded in the location that best reflects the risk due to negative changes in economic conditions and prospects for growth due to positive economic changes. This location frequently corresponds to the location of the legal entity through which the business is conducted and the location of our clients. Transactions are recorded in the local currency and are subject to foreign exchange rate fluctuations with respect to the movement in the Canadian dollar. 50 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis 2008 vs. 2007 Net income in Canada was $3,987 million, up $70 million, or 2%, compared to the prior year. This increase was primarily due to higher gains on credit derivative contracts recorded at fair value used to economically hedge our corporate lending portfolio in our capital mar- kets businesses, solid volume growth and effective cost management efforts in our banking business and higher trading results in certain of our fixed income and foreign exchange businesses. These factors were partially offset by the prior year gain related to the Visa Inc. restruc- turing, weak equity origination activity, and lower M&A and debt origination activities. U.S. net income of $152 million was down $626 million, or 80%, compared to the prior year, largely reflecting significantly higher write downs and provision for credit losses and lower equity and debt origination activities. The unfavourable impact of the stronger Canadian dollar on the translation of our U.S. dollar-denominated earnings also contributed to the decrease. These factors were partially offset by the reduction of the Enron-related litigation provision, lower variable compen- sation commensurate with weaker results and higher trading revenue in certain of our fixed income and foreign exchange businesses and the gain on fair value adjustments on RBC debt designated as held-for-trading. Other International net income was $416 million, down $381 mil- lion from the prior year, mainly reflecting writedowns in our capital markets businesses. These were partially offset by higher trading revenue in certain of our fixed income and foreign exchange busi- nesses, the gain on fair value adjustments on RBC debt designated as held-for-trading, increased earnings from our RBTT acquisition reflect- ing loan and deposit growth, and business growth at RBC Dexia IS. 2007 vs. 2006 Net income in Canada was $3,917 million, up $740 million, or 23%, compared to 2006, largely reflecting strong volume and balance growth in our domestic banking and wealth management businesses and a gain related to the Visa Inc. restructuring. The increase was partially offset by higher costs due to increased business levels and growth initiatives, as well as higher provision for credit losses and higher credit card customer loyalty reward program costs. U.S. net income of $778 million was up $8 million, or 1%, from 2006, primarily reflecting solid revenue growth from our acquisitions and improved equity origination and M&A activities. This was offset mostly by the negative impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated earnings, increased costs in support of business growth and higher provision for credit losses. Other International net income of $797 million was up $16 million, or 2%, from 2006, partly due to stronger Insurance results and growth at RBC Dexia IS, largely offset by lower trading results due to writedowns. Quarterly financial information Results and trend analysis Our quarterly earnings, revenue and expenses are impacted by a number of trends and recurring factors, which include seasonality, general economic conditions and competition. The following table summarizes our results for the last eight quarters. Quarterly results Table 25 (C$ millions, except per share amounts) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 2008 2007 Net interest income Non-interest income Total revenue Provision for credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries Income taxes Non-controlling interest in net income of subsidiaries $ 2,709 2,360 $ 5,069 619 $ 2,301 3,611 $ 5,912 334 $ 2,209 2,745 $ 4,954 349 $ 2,141 3,506 $ 5,647 293 $ 1,998 3,617 $ 5,615 263 $ 1,965 3,515 $ 5,480 178 $ 1,889 3,780 $ 5,669 188 $ 1,850 3,848 $ 5,698 162 (86) 2,989 553 3,272 548 2,970 616 3,120 637 3,093 343 3,165 677 3,148 516 3,067 $ 1,547 428 $ 1,753 442 $ 1,087 156 $ 1,618 343 $ 1,622 255 $ 1,794 349 $ 1,656 353 $ 1,953 435 (1) 49 3 30 43 50 24 24 Net income $ 1,120 $ 1,262 Earnings per share – basic – diluted Segment net income (loss) Canadian Banking Wealth Management Insurance International Banking Capital Markets Corporate Support Net income $ $ $ $ $ $ .82 .81 676 116 59 (206) 584 (109) .93 .92 709 186 137 (16) 269 (23) $ 1,120 $ 1,262 Period average US$ equivalent of C$1.00 (1) Period-end US$ equivalent of C$1.00 $ .901 .830 $ .988 .977 $ $ $ $ $ $ 928 $ 1,245 $ 1,324 $ 1,395 $ 1,279 $ 1,494 $ $ $ $ $ $ .70 .70 604 182 104 38 13 (13) .96 .95 673 181 89 31 304 (33) 1.02 1.01 797 180 102 21 186 38 $ $ $ 1.07 1.06 596 177 103 87 360 72 $ $ $ .99 .98 1.16 $ $ 1.14 $ 566 194 52 67 350 50 586 211 185 67 396 49 928 $ 1,245 $ 1,324 $ 1,395 $ 1,279 $ 1,494 .994 .993 $ 1.002 .996 $ 1.001 1.059 $ .937 .937 $ .874 .901 $ .861 .850 (1) Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 51 Seasonality Seasonal factors impact our results in most quarters. The second quarter has fewer days than the other three quarters, resulting in a decrease primarily in net interest income and certain expense items. The third and fourth quarters include the summer months during which market activity frequently slows, negatively impacting the results of our capital markets, brokerage and investment management businesses. Impact of economic and market conditions In general, as economic conditions have deteriorated since the fourth quarter of 2007, our businesses have been unfavourably impacted. The decline in economic conditions is primarily attributable to volatility and uncertainty in global financial markets. For a further discussion, refer to the Overview of 2008 section. The Canadian dollar generally strengthened over the last eight quarters, resulting in a lower translated value of our U.S. dollar- denominated earnings, primarily in our wholesale banking business and U.S. retail operations. This was partially offset by a sharp depre- ciation of the Canadian dollar since the second quarter of 2008. Overview and consolidated results Over the last eight quarters, our results were affected by a number of favourable and unfavourable items or events. • Our last five quarters were adversely impacted by writedowns of $3,178 million due to the market environment, partly offset by the $672 million reduction to income taxes, $610 million in compensation adjustments and the gain on fair value adjust- ments on RBC debt designated as held-for-trading. In the fourth quarter of 2008, we recorded a reduction of the $542 million Enron-related litigation provision and an increase to the general allowance of $145 million. Our fourth quarter of 2007 results included a positive gain related to the Visa Inc. restructuring ($326 million) and a charge related to our credit card customer loyalty reward program ($121 million). The first quarter of 2007 included a favourable adjustment related to the reallocation of foreign investment capital. Our results over the last eight quarters were impacted by the acquisition of certain businesses. • • • • Our consolidated net income generally exceeded $1 billion over the last eight quarters, reflecting sustained performance across most of our businesses, despite the impact of writedowns in the past five quarters and the lower translated value of our U.S. dollar-denominated earnings. Provision for credit losses trended higher over the past eight quarters from the cyclically low level in early 2007, which primarily reflected a generally benign credit environment. Portfolio growth and higher impairments, due primarily to the U.S. housing market and corporate loan portfolios, have driven the upward trend. The signifi- cant increase in the fourth quarter of 2008 included an increase in the specific provision, primarily reflecting deterioration in U.S. portfolios and the foreign exchange impact of the depreciation of the Canadian dollar compared to the U.S. dollar. An increase in the general allow- ance in the fourth quarter of 2008, reflecting portfolio volume growth and weaker credit quality, also contributed to the increase. Non-interest expense generally increased over the period, pri- marily reflecting recent acquisitions and higher spending in support of our growth initiatives. The decrease in the fourth quarter of 2008 was largely due to the reduction of the Enron-related litigation provi- sion. The second quarter of 2008 and fourth quarter of 2007 decreases were primarily due to lower variable compensation, in line with lower earnings resulting from writedowns. The increase over the period was partially offset by a reduction in the translation of our U.S. dollar- denominated expenses during most of the period. PBCAE fluctuated considerably over the period. Although under- lying business growth has generally increased PBCAE, there can be significant quarterly volatility resulting from the change in fair value of investments backing our life and health policyholder liabilities, claims experience and actuarial liability adjustments. The impact of the financial instruments accounting standards implemented in the first quarter of 2007 introduced additional volatility to this line. Other than claims experience and actuarial liability adjustments, these items are predominantly offset in insurance-related revenue. Our effective income tax rate generally trended downward over the period, other than the third and fourth quarters of 2008, which reflected a higher tax rate on the reduction of the Enron-related litiga- tion provision in the fourth quarter and a lower portion of income in jurisdictions with lower income tax rates. The decrease in our effective tax rate was largely due to a higher level of income from tax-advantaged sources (Canadian taxable corporate dividends) and a reduction in the statutory Canadian corporate income tax rate in 2008 versus 2007. The last five quarters were also impacted by writedowns, which were recorded in jurisdictions with higher income tax rates. The Visa Inc. restructuring gain in the fourth quarter of 2007 which was taxed at the capital gains tax rate also contributed to the decrease in rates in 2007. Non-controlling interest in net income of subsidiaries fluctuated over the period, which depends on the net income attributed to third- party investors in entities in which we do not have 100% ownership, but are required to consolidate. Business segment results Canadian Banking net income generally trended higher over the last eight quarters, reflecting solid volume growth across most businesses and effective cost management efforts, partially offset by spread com- pression. Our results in the second quarter of 2008 were unfavourably impacted by the loss on the redemption of our shares in connection with the Visa Inc. initial public offering (IPO) of $35 million. The fourth quarter of 2007 included the Visa Inc. restructuring gain and the credit card customer loyalty reward program charge. Wealth Management net income generally remained stable over the last eight quarters driven largely by growth in fee-based client assets and increased fee-based revenue from our PH&N acquisition. The decrease in the fourth quarter of 2008 was largely due to lower transaction volumes in our full-service brokerage business and lower fees amid the uncertainty in global financial markets. Insurance results fluctuated over the last eight quarters. The decrease in earnings in the fourth quarter of 2008 was mainly due to investment losses on disposals and impairments as well as impacts from equity market movements. The decrease in earnings in the second quarter of 2007 was primarily due to higher disability claims experience. The first quarter of 2007 was favourably impacted by an adjustment related to the reallocation of foreign investment capital and net actuarial liability adjustments. International Banking net income fluctuated over the period. The past several quarters were impacted by reported writedowns and losses and higher provision for credit losses, primarily in our U.S. banking business. The fourth quarter of 2008 was most significantly impacted by these factors. Capital Markets results fluctuated over the period, impacted by the writedowns due to ongoing weakness in the market environment since the fourth quarter of 2007. However, given the diversification of our business, certain of our trading products benefited from the mar- ket volatility and lower interest rate environment. The fourth quarter of 2008 was positively impacted by the reduction of the Enron-related litigation provision. 52 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Fourth quarter 2008 performance Fourth quarter net income of $1,120 million was down $204 million, or 15%, from a year ago. Our results were primarily impacted by higher writedowns of $1,003 million as compared to $393 million in the prior year, which reduced net income by $532 million after tax and related compensation adjustments, compared to $173 million a year ago, resulting from continued deterioration in the financial markets, weaker results in our equity trading businesses and higher provision for credit losses. These factors were partly offset by the reduction of the Enron-related litigation provision, revenue growth in certain of our fixed income and foreign exchange businesses, the gain on fair value adjustments on RBC debt designated as held-for-trading, and volume growth in our banking-related and wealth management businesses. Our prior year results were also impacted by a gain related to the Visa Inc. restructuring. Total revenue decreased $546 million, or 10%, from a year ago, primarily due to lower insurance-related revenue, higher writedowns of $1,003 million compared to $393 million a year ago, and weaker results in our equity trading businesses. Our prior year results were also impacted by a gain related to the Visa Inc. restructuring. These factors were partially offset by revenue growth in certain of our fixed income and foreign exchange businesses, loan and deposit growth, partly reflecting our acquisitions and the gain on fair value adjust- ments on RBC debt designated as held-for-trading. Provision for credit losses was $619 million as compared to a pro- vision of $263 million a year ago. The provision includes an increase to the general allowance of $145 million ($98 million after-tax) com- mensurate with volume growth in the Canadian retail portfolio and continued weakness in the U.S. retail and commercial portfolios, and higher impaired loans related to our U.S. residential builder finance and commercial and retail portfolios. Higher provisions and lower recover- ies in our corporate lending portfolio also contributed to the increase. Business segment results Results by business segment Insurance policyholder benefits, claims and acquisition expense decreased $723 million, or 114%, from the prior year, due to the change in fair value of investments backing our life and health policy- holder liabilities, largely offset in revenue. Additionally, there was a higher level of favourable net actuarial adjustments related to management actions and assumption changes in the current quarter. These factors were partially offset by costs commensurate with busi- ness growth. Non-interest expense decreased $104 million, or 3%, compared to the prior year, primarily reflecting the reduction of the Enron-related litigation provision and lower stock-based compensation expense in our U.S. brokerage businesses in Wealth Management due to the favourable decline in fair value of our earned compensation liability. These factors were partially offset by additional costs in support of our growth initiatives, including our acquisitions of RBTT, ANB, FBW, PH&N and J.B. Hanauer, and the unfavourable impact of the weaker Canadian dollar on the translation of our U.S. dollar-denominated expenses. In addition, we incurred a total charge of $42 million ($30 million after-tax) related to our auction rate securities settlement with U.S. regulators, of which $25 million ($19 million after-tax) was recorded in Wealth Management, with the remainder charged to Capital Markets, which is comprised of the estimated difference between par value and current valuations, and a penalty. The actual financial impact of the repurchase offer will depend on the number of clients who accept the repurchase offer, and market conditions at the time of acceptance. Further, a provision for $37 million ($22 million after-tax) to support clients of FBW invested in the Reserve Primary Fund (a U.S. money market fund) that was managed by a third-party provider and write- downs related to the cancellation of the Canadian industry-wide payments initiatives also offset the decrease in non-interest expense. 2008 Table 26 2007 2006 (C$ millions) Wealth Canadian Banking Management Insurance International Banking Capital Markets (1) Corporate Support (1) Total Total Total Net interest income Non-interest income $ 6,718 $ 2,868 468 $ – $ 1,330 $ 1,839 $ 3,519 2,610 771 2,096 (995) $ 9,360 $ 7,702 $ 6,796 13,841 358 14,760 12,222 Total revenue Provision for (recovery of) credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income before income taxes and non-controlling interest in net income of subsidiaries Net income Return on equity (ROE) (2) Return on risk capital (RORC) (2) Average assets (3) $ 9,586 $ 3,987 $ 2,610 $ 2,101 $ 3,935 $ (637) $ 21,582 $ 22,462 $ 20,637 867 1 – 497 183 47 1,595 791 429 – 4,758 – 3,038 1,631 576 – 1,876 – 2,121 – (18) 1,631 12,351 2,173 12,473 2,509 11,495 $ $ 3,961 $ 2,662 $ 948 $ 665 $ 403 $ 389 $ (272) $ 1,631 $ (153) $ 1,170 $ (666) $ 6,005 $ 7,025 $ 6,204 (178) $ 4,555 $ 5,492 $ 4,757 38.1% 52.2% 32.8% 37.1% $ 232,300 $ 16,900 $ 12,600 $ 51,300 $ 340,300 $ 23.3% 64.9% 20.5% 24.5% (3.4)% (8.1)% (6.2)% n.m. 23.5% 36.7% (3,100) $ 650,300 $ 581,000 $ 502,300 24.6% 37.4% 18.0% 29.6% (1) Net interest income, total revenue and net income before income taxes are presented in Capital Markets on a taxable equivalent basis. The taxable equivalent basis adjustment is elimi- nated in the Corporate Support segment. For a further discussion, refer to the How we measure and report our business segments section. Average risk capital and the Return on risk capital are key performance measures. For further details, refer to Key performance and non-GAAP measures section. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. (2) (3) n.m. not meaningful Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 53 How we measure and report our business segments Our management reporting framework is intended to measure the performance of each business segment as if it were a stand-alone business and reflect the way that business segment is managed. This approach is intended to ensure that our business segments’ results reflect all relevant revenue and expenses associated with the conduct of their business and depicts how management views those results. The following highlights the key aspects of how our business segments are managed and reported: • Canadian Banking reported results include securitized Canadian residential mortgage and credit card loans and related amounts for income and provision for credit losses. The average securi- tized residential mortgage and credit card loans included as at October 31, 2008 were $22 billion and $4 billion, respectively. • Wealth Management reported results include additional • • • • disclosures in U.S. dollars for its U.S. & International Wealth Management business, as we review and manage the results of this business largely in U.S. dollars. Insurance reported results include the change in fair value of the investments backing our policyholder liabilities recorded as rev- enue. This impact is largely offset in policyholder benefits, claims and acquisition expense. International Banking reported results include additional disclo- sure in U.S. dollars for its banking business, as we review and manage the results of this business largely in U.S. dollars. Capital Markets results are reported on a taxable equivalent basis (teb), which grosses up net interest income from certain tax-advantaged sources (Canadian taxable corporate dividends) to their effective taxable equivalent value with a corresponding offset recorded in the provision for income taxes. This increases comparability between taxable and tax-advantaged sources of revenue. Corporate Support results include all enterprise-level activities that are undertaken for the benefit of the organization that are not allocated to our five business segments, such as enterprise fund- ing, securitizations and net charges associated with unattributed capital. The reported results of the Corporate Support segment also reflect consolidation adjustments, including the elimination of the teb adjustments recorded in Capital Markets. We record teb adjustments in Capital Markets and record elimination adjust- ments in Corporate Support. We believe these adjustments are useful and reflect how Capital Markets manages its business since it increases the comparability of revenue and related ratios across taxable and our principal tax-advantaged source of revenue. The use of teb adjustments and measures may not be comparable to similar GAAP measures or similarly adjusted amounts disclosed by other financial institutions. The teb adjustment for 2008 was $410 million (2007 – $332 million, 2006 – $213 million). Key methodologies The following outlines the key methodologies and assumptions used in our management reporting framework. These assumptions and methodologies are periodically reviewed by management to ensure they remain valid. The expenses in each business segment may include costs or services directly incurred or provided on their behalf at the enterprise level. For other costs not directly attributable to one of our business segments, we use a management reporting framework that uses assumptions, estimates and methodologies for allocating overhead costs and indirect expenses to our business segments and that assists in the attribution of capital and the transfer pricing of funds to our business segments in a manner that fairly and consistently measures and aligns the economic costs with the underlying benefits and risks of that specific business segment. Activities and business conducted between our business segments are generally at market rates. All other enterprise-level activities that are not allocated to our five busi- ness segments are reported under Corporate Support. Our assumptions and methodologies used in our management reporting framework are periodically reviewed by management to ensure they remain valid. The capital attribution methodologies involve a number of assumptions and estimates that are revised periodically. Expense allocation In order to ensure that our business segments’ results include expenses associated with the conduct of their business, we allocate costs incurred or services provided by GTO and Global Functions, which were directly undertaken or provided on the business segments’ behalf. For other costs not directly attributable to our business seg- ments, including overhead costs and other indirect expenses, we use our management reporting framework for allocating these costs to each business segment in a manner that reflects the underlying benefits. Capital attribution Our framework also assists in the attribution of capital to our business segments in a manner that is intended to consistently measure and align economic costs with the underlying benefits and risks associated with the activities of each business segment. The amount of capital assigned to each business segment is referred to as attributed capi- tal. Unattributed capital and associated net charges are reported in Corporate Support. The capital attribution methodologies, detailed in the Capital management section, involve a number of assumptions and estimates that involve judgment and are revised periodically. Any changes to these factors directly impact other measures such as business segment return on average common equity and return on average risk capital. Funds transfer pricing Our funds transfer pricing methodology is used to allocate interest income and expense to each business segment. This allocation consid- ers the interest rate risk, liquidity risk and regulatory requirements of our business segments. Our business segments may retain certain interest rate exposures subject to management approval that would be expected in the normal course of operations. Other activities con- ducted between our business segments are generally conducted at market rates. 54 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Changes made in 2008 The following highlights the key changes we made to our management reporting framework and business segments during the year. Unless specifically stated, comparative amounts have been revised and did not have an impact on our consolidated results. We have summarized changes made in 2008 below. • In the fourth quarter of 2008, our segment results for Corporate Support included changes in the Allowance for credit losses – General allowance. Group Risk Management effectively controls the general allowance through its monitoring and oversight of various portfolios of loans throughout the enterprise and reviews the general allowance by product type on a quarterly basis. Prior to the fourth quarter of 2008, changes in the Allowance for credit losses – General Allowance were included in Canadian Banking, International Banking and Capital Markets. We have reflected this management change prospectively as of the fourth quarter of 2008. Comparative segment results were not restated to reflect this management change given the insignificance of its impact on comparative periods. This change does not impact our previously reported consolidated financial information. For further informa- tion regarding the changes to the general allowance during 2008, refer to our Corporate Support segment discussion. • We created our Insurance segment, formerly a business under Canadian Banking, and renamed our U.S. & International Banking segment International Banking. The historical comparative segment financial information was restated to reflect the realign- ment of our business segments. The restated historical segment financial information for Canadian Banking and Insurance did not impact our previously reported consolidated financial information. • We revised our gross insurance premiums and deposits balances in Insurance to include our segregated funds deposits, consistent with insurance industry practices. • We transferred management oversight of our Wealth Management U.S. subprime and CDO AFS portfolio to Corporate Support, where we have greater expertise in managing these types of investments, particularly during current market condi- tions. Comparative segment results were not revised to reflect this management change given the insignificance of its impact on comparative periods. • We revised the calculation for assets under administration for Canadian Banking to reflect the inclusion of mutual funds sold through our Canadian branch network. • We enhanced our Economic Capital methodologies and parame- ters, which mainly resulted in a decrease of capital for non-trading market risk allocated to our business segments and to an increase of capital for credit risk allocated to Capital Markets. Impact of foreign exchange rates on our business segments The translated value of our business segment results is impacted by fluctuations in the respective exchange rates relative to the Canadian dollar. Wealth Management, International Banking and Capital Markets each have significant U.S. dollar-denominated operations, while International Banking also has significant Euro-denominated results related to RBC Dexia IS, and Capital Markets also has significant British pound-denominated operations. In 2008, the Canadian dollar exchange rate appreciated 6% and 10% on average relative to the U.S. dollar and British pound, respec- tively, and depreciated 4% on average relative to the Euro compared to a year ago. Our revenue was unfavourably impacted by the lower translated value of foreign currency-denominated revenue as a result of the strong appreciation of the Canadian dollar during most of the period, with the effects being more pronounced in the first half of 2008. As a result of the impact of the changes in the respective exchange rates from last year, Wealth Management net income was down $24 million, International Banking net loss increased $40 mil- lion, while Capital Markets net income was up $12 million. For further discussion, refer to the applicable business segment results section. Key performance and non-GAAP measures Key performance measures Return on equity and Return on risk capital We measure and evaluate the performance of our consolidated opera- tions and each business segment using a number of financial metrics such as net income, return on equity (ROE) and return on risk capital (RORC). We use ROE and RORC, at both the consolidated and segment levels, as measures of return on total capital invested in our busi- nesses. The business segment ROE and RORC measures are viewed as useful measures for supporting investment and resource allocation decisions because they adjust for certain items that may affect com- parability between business segments and certain competitors. RORC does not have standardized meaning under GAAP and may not be com- parable to similar measures disclosed by other financial institutions. Our consolidated ROE calculation is based on net income avail- able to common shareholders divided by total average common equity for the period. Business segment ROE calculations are based on net income available to common shareholders divided by average attributed capital for the period. For each segment, average attributed capital, or Economic Capital, includes attributed risk capital required to underpin various risks as described in the Capital Management sec- tion and amounts invested in goodwill and intangibles (1). RORC is used to measure returns on capital required to support the risks related to ongoing operations. Our RORC calculations are based on net income available to common shareholders divided by attributed risk capital (which excludes goodwill and intangibles and unattributed capital). The attribution of capital and risk capital involves the use of assumptions, judgments and methodologies that are regularly reviewed and revised by management as necessary. Changes to such assumptions, judgments and methodologies can have a mate- rial effect on the segment ROE and RORC information that we report. Other companies that disclose information on similar attributions and related return measures may use different assumptions, judgments and methodologies. The following table provides a summary of the ROE and RORC calculations. (1) For internal allocation and measurement purposes, total attributed capital is deemed by management to comprise amounts necessary to support the risks inherent in the businesses (risk capital) and amounts related to historical investments (goodwill and intangibles). The difference between total average common equity and average attributed capital is classified as Unattributed capital, which is reported in Corporate Support for segment reporting purposes. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 55 Calculation of Return on equity and Return on risk capital 2008 Table 27 2007 2006 (C$ millions, except for percentage amounts) (1), (2) Canadian Wealth Banking Management Insurance International Banking Capital Markets Corporate Support Total Total Total Net income available to common shareholders Average risk capital (2) Add: Unattributed capital Goodwill and intangible capital Average equity (3) $ 2,634 $ 653 $ 385 $ (174) $ 1,147 $ (191) $ 4,454 $ 5,404 $ 4,668 $ 5,050 – $ 1,000 – $ 1,050 $ 2,150 – $ 4,700 – $ 1,100 2,000 $ 15,050 2,000 $ 14,450 2,000 $ 12,750 2,550 1,850 $ 6,900 1,800 $ 2,800 100 $ 1,150 3,050 $ 5,200 900 $ 5,600 – $ 3,100 7,700 $ 24,750 5,550 $ 22,000 4,600 $ 19,900 Return on equity (ROE) Return on risk capital (RORC) 38.1% 52.2% 23.3% 64.9% 32.8% 37.1% (3.4)% (8.1)% 20.5% 24.5% (6.2)% n.m. 18.0% 29.6% 24.6% 37.4% 23.5% 36.7% (1) (2) Average risk capital, Goodwill and intangible capital, and Average equity represent rounded figures. These amounts are calculated using methods intended to approximate the average of the daily balances for the period. ROE and RORC measures are based on actual balances before rounding. Average risk capital includes Credit, Market (trading and non-trading), Insurance, Operational and Business and fixed assets risk capital. For further details, refer to the Capital manage- ment section. The amounts for the segments are referred to as attributed capital or Economic Capital. (3) n.m. not meaningful Non-GAAP measures 2008 Defined operating leverage We use and report defined operating leverage consistent with our management framework. Defined operating leverage does not have a standardized meaning under GAAP and is not necessarily comparable with similar information reported by other financial institutions. Our defined operating leverage refers to the difference between growth rate (as adjusted). Revenue is presented on a taxable equivalent basis, while the impact of consolidated VIEs is excluded as they have no material impact on our earnings. Insurance results are excluded as certain changes in revenue can be largely offset in Insurance policyholder benefits, claims and acquisition expense, which is not captured in our defined operating leverage calculation. The following table shows the defined operating leverage ratio our revenue growth rate (as adjusted) and non-interest expense calculation. 2008 Defined operating leverage (C$ millions, except percentage amounts) Total revenue Add: teb adjustment Less: Revenue related to VIEs Less: Insurance revenue Less: Impact of the financial instruments accounting standards Total revenue (adjusted) Non-interest expense Less: Insurance-related non-interest expense Non-interest expense (adjusted) Defined operating leverage (1) Our revenue in 2007 excluded accounting adjustments related to the financial instruments accounting standards. 2008 2007 (1) Change Table 28 $ 21,582 410 (48) 2,610 – $ 22,462 332 31 3,192 83 $ 19,430 $ 19,488 (.3)% $ 12,351 576 $ 12,473 537 $ 11,775 $ 11,936 (1.3)% 1.0% 56 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Canadian Banking Canadian Banking comprises our domestic personal and business banking operations and certain retail investment businesses. This segment comprises Personal Financial Services, Business Financial Services, and Cards and Payment Solutions. Canadian Banking provides a broad suite of financial products and services to over 10 million individual and business clients through our extensive branch, ATM, online and telephone banking networks, as well as through a large number of proprietary sales professionals. We have top rankings in market share for most retail product categories. Highlights • We expanded our network by opening 28 new branches and adding 214 ATMs. Our various sales forces were provided with specific training to enhance their capabilities to deliver insightful, relevant financial advice and tailored banking solutions to our clients. • We enhanced our online capabilities by providing options for eStatements, a secure message centre and various self-serve tools such as Creditor Selector, making it easier for our clients to do business with us. • Various new products, such as the U.S. dollar high-interest savings account, Visa Infinite Avion card and the Business Investment Account were launched to help clients meet their expanding finan- cial needs. • We completed the acquisition of ABN AMRO N.V.’s Canadian com- mercial leasing division which enhances our ability to provide clients with a comprehensive range of financial services and spe- cialized products through a broader sales distribution network. Economic and market review As discussed in the 2008 Economic and market review in the Overview of 2008 section, the reduction in the overnight rate from 4.25% to 2.25% helped maintain solid, but moderating demand for our mort- gage and consumer credit. However, this reduction has also reduced spreads on personal deposits and business loans. Employment levels remained relatively high in Canada during 2008, which helped main- tain solid consumer spending and sales in our deposit and investment products. Competition for guaranteed investment certificates (GIC) and other deposit products intensified, with tighter credit conditions and increased consumer demand for fixed income investments given the sharp declines in equity investments, capital markets and volatility in financial and equity markets. Canadian Banking financial highlights (C$ millions, except number of and percentage amounts) Net interest income Non-interest income Total revenue Provision for credit losses Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries Net income Key ratios Return on equity (1) Return on risk capital (1) Net interest margin (2) Operating leverage (3) Selected average balance sheet information (4) Total assets (5) Total earning assets (5) Loans and acceptances (5) Deposits Attributed capital (1) Risk capital (1) Other information Assets under administration (6) Number of employees (full-time equivalent) Credit information Gross impaired loans as a percentage of average net loans and acceptances Specific PCL as a percentage of average net loans and acceptances $ $ $ $ 2008 6,718 2,868 9,586 867 4,758 3,961 2,662 38.1% 52.2% 2.98% 2.6% $ $ $ $ 2007 6,353 2,976 9,329 788 4,748 3,793 2,545 34.9% 48.1% 3.17% 6.5% $ $ $ $ Table 29 2006 5,816 2,532 8,348 604 4,510 3,234 2,124 32.2% 44.6% 3.22% 4.4% $ 232,300 225,200 225,000 155,000 6,900 5,050 $ 207,500 200,400 199,200 147,100 7,200 5,250 $ 187,600 180,500 179,000 139,200 6,500 4,700 $ 109,500 24,222 $ 120,200 23,930 $ 101,100 23,001 .36% .39% .35% .39% .33% .34% (1) (2) (3) (4) (5) (6) Segment Return on equity, Average risk capital and Return on risk capital are key performance measures. Average attributed capital and Return on equity are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion, refer to the Key performance and non-GAAP measures section. NIM is calculated as Net interest income divided by Average total earning assets. Average total earning assets are calculated using methods intended to approximate the average earning asset balances for the period. Defined as the difference between revenue growth rate and non-interest expense growth rate. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Total assets, Total earning assets, and Loans and acceptances include average securitized residential mortgage and credit card loans for the year of $22 billion and $4 billion, respectively (2007 – $19 billion and $4 billion; 2006 – $15 billion and $4 billion). In 2008, AUA was revised to include mutual funds sold through our Canadian branch network. Comparative amounts have been revised to reflect this change. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 57 Revenue by business line (C$ millions) 10,000 8,000 6,000 4,000 2,000 0 2006 2007 2008 Cards and Payment Solutions Business Financial Services Personal Financial Services Financial performance 2008 vs. 2007 Net income increased $117 million, or 5%, compared to the prior year, reflecting solid volume growth across all businesses and effective cost management efforts, which were partially offset by spread compres- sion and increased provisions for credit losses. Our prior year results reflected the $326 million ($269 million after-tax) gain related to the Visa Inc. restructuring, partially offset by a charge related to our credit card customer loyalty reward program of $121 million ($79 million after-tax). Total revenue increased $257 million, or 3%, over the prior year. This increase reflected continued solid volume growth across all businesses and higher foreign exchange revenue, service fees and mutual fund distribution fees, which were partially offset by spread compression. Our prior year results included the gain related to the Visa Inc. restructuring, partially offset by the points liability cost, as noted above. Net interest margin decreased 19 bps from a year ago, largely reflecting the impact of changes in our retail product mix attribut- able to growth in our home equity lending and high-interest savings account products, the lower interest rate environment and continued competitive pressures. Provision for credit losses increased $79 million, or 10%, reflect- ing portfolio growth and higher loss rates in our credit cards and personal loan portfolios. Non-interest expense of $4,758 million was essentially flat, as higher sales and service expenses in our banking branch network in support of business growth and project spending were largely offset by lower operational support and infrastructure costs. Average assets increased $25 billion, or 12%. The increase was largely due to solid loan growth, mainly in our home equity products, underpinned by our successful execution of growth initiatives and a solid housing market. Average deposits were up $8 billion, or 5%, from a year ago, largely due to volume growth in business and per- sonal deposits, including our high-interest savings account products. 2007 vs. 2006 Net income was up $421 million, or 20%, compared to 2006, primarily due to solid growth across all businesses and a gain related to the Visa Inc. restructuring. This was partially offset by higher costs in support of business growth, increased provision for credit losses, the receipt of a fee related to the termination of an agreement in 2006 and higher credit card customer loyalty reward program costs in 2007. Total revenue was up $981 million, or 12%, over 2006. The increase was largely attributable to strong volume growth across all businesses and the gain related to the Visa Inc. restructuring. These factors were partly offset by the receipt of a fee related to the termina- tion of an agreement in 2006 and higher credit card customer loyalty reward program costs. Net interest margin decreased 5 bps from 2006, primarily reflect- ing the impact of changes in our product mix. Provision for credit losses increased $184 million, or 30%, from 2006, which had been at a cyclically low level. The increase was mainly attributable to higher provisions in our business, credit card and per- sonal loan portfolios, reflecting higher loss rates and portfolio growth. Non-interest expense increased $238 million, or 5%, compared to 2006. The increase was largely attributable to higher costs in support of business growth, including a 4% increase in sales and service per- sonnel, as well as higher costs from system development, professional fees and, sundry losses. Outlook and priorities As discussed in the Outlook and medium-term objectives section, early signs of moderating housing and labour demand have tempered the outlook for growth and may have an unfavourable impact on our loan and deposit business. The lack of liquidity in credit markets will likely continue into next year and keep the cost of funding at elevated levels, resulting in continued spread compression. Expanding our distribution network and introducing new products and services will augment steady growth in our different businesses. We anticipate some deterioration in the quality of our credit portfolio and expect loss rates to be manageable, given the diversification and quality of our portfolios. We expect that various government interventions, supported by the lagged effects of monetary policy actions, should improve the credit markets in the near term. While still sensitive to the macro environment, we expect our business to grow at a moderate pace. Key strategic priorities for 2009 • Continue to make it easier for clients to do business with us through innovative products and services, improved processes and increased accessibility. Continue to deliver a superior client experience. Deliver insightful, relevant financial advice and solutions to retain and attract clients in specific markets, geographies and life stages. Align our infrastructure, products and services, sales and retail capabilities to drive future growth, efficiencies and client value. • • • 58 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Business line review Personal Financial Services Personal Financial Services focuses on meeting the needs of our individual clients at every stage of their lives through a wide range of financing and investment products and services, including home equity financing, personal lending, deposit accounts, mutual funds and self-directed brokerage accounts, GICs and Canadian private bank- ing. We rank first or second in market share for most personal banking products and our retail banking network is the largest in Canada with 1,174 branches and 4,149 ATMs. Financial performance Total revenue increased $233 million, or 5%, over the prior year, largely due to solid volume growth in residential mortgages, personal loans and deposits, offset partially by some spread compression. Fee- based revenue grew on higher foreign exchange volumes and certain pricing changes. Mutual fund distribution fees also increased this year due to higher average mutual fund balances, despite a significant decline in balances in the fourth quarter of 2008. Average residential mortgage balances and personal loans were up by 15% and 13%, respectively, over last year, supported by relatively low interest rates, a solid housing market and growth in our market share for mortgages. Average personal deposit balances grew 16% from a year ago, driven by the success of our key savings products, including our high-interest savings account products. Business Financial Services Business Financial Services offers a wide range of lending, leasing, deposit, investment, foreign exchange, cash management and trade products and services to small and medium-sized businesses and commercial, agriculture and agribusiness clients across Canada. Our extensive business banking network includes over 100 business bank- ing centres and over 2,000 business account managers. Our strong commitment to our clients has resulted in leading market share in business loans and deposits. Financial performance Total revenue increased $140 million, or 6%, over the prior year, largely attributable to solid volume growth in business loans and deposits, partially offset by lower spreads on deposits due to an over- all decline in interest rates. Average business loans and deposits increased 8%, primarily driven by continued solid business spending and on the successful introduction of new deposit accounts. Selected highlights Table 30 (C$ millions) 2008 2007 2006 5,315 $ 5,082 $ 4,621 $ Total revenue Other information Residential mortgages (1) 129,800 Personal loans (1) 43,700 Personal deposits (1) 41,200 Personal GICs (1) 55,600 Branch mutual fund balances (2) 58,000 AUA – Self-directed brokerage (2) 26,500 New deposit accounts opened (thousands) (3) Number of: Branches Automated teller machines 1,174 4,149 1,129 113,200 38,700 35,500 57,900 66,900 28,300 100,800 34,600 33,600 57,000 56,500 23,200 1,066 769 1,146 3,946 1,117 3,847 (1) (2) (3) Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Represents year-end spot balances. Deposit accounts only. Average residential mortgages, personal loans and deposits (C$ millions) 150,000 120,000 90,000 60,000 30,000 0 2006 2007 2008 2006 2007 2008 50,000 Residential mortgages 40,000 Personal loans Personal deposits 30,000 20,000 10,000 0 Selected highlights Table 31 (C$ millions) 2008 2007 2006 Total revenue Other information (average) (1) Business loans (2) Business deposits (3) $ 2,441 $ 2,301 $ 2,141 39,900 58,000 36,900 53,700 34,400 48,600 (1) (2) (3) Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Includes small business loans treated as retail and wholesale loans. Includes GIC balances. Average business loans and deposits (C$ millions) 40,000 32,000 24,000 16,000 8,000 0 2006 2007 2008 2006 2007 2008 60,000 Business loans 48,000 Business deposits 36,000 24,000 12,000 0 Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 59 Cards and Payment Solutions Cards and Payment Solutions provides a wide array of convenient and customized credit cards and related payment products and solutions. In addition, this business line includes our 50% interest in Moneris Solutions, Inc., our merchant card processing joint venture with the Bank of Montreal. We have over 5 million credit card accounts and have an approximately 20% market share of Canada’s credit card purchase volume. Financial performance Total revenue decreased $116 million, or 6%, from 2007, largely due to the Visa Inc. restructuring gain in the prior year and the loss on the mandatory redemption of our Visa Inc. shares in connection with Visa’s IPO in 2008. Spread compression in the current year also contributed to the decrease. Partially offsetting the decrease in revenue was strong growth in credit card loan balances and transaction volume growth of 11% and 11%, respectively, and the points liability cost in the prior year. Selected highlights Table 32 (C$ millions) 2008 2007 2006 Total revenue Other information Average credit card balances (1) Net purchase volumes $ 1,830 $ 1,946 $ 1,586 12,400 52,600 11,200 47,200 9,900 41,500 (1) Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Average credit card balances and net purchase volumes (C$ millions) 15,000 12,000 9,000 6,000 3,000 0 2006 2007 2008 2006 2007 2008 Average credit card balances Net purchase volumes 60,000 48,000 36,000 24,000 12,000 0 Wealth Management Wealth Management businesses serve affluent and high net worth clients around the world, and provide asset management and estate and trust services directly to clients and through our internal partners and third-party distributors. This segment comprises Canadian Wealth Management, U.S. & International Wealth Management and Global Asset Management. Highlights • We grew to more than 4,000 client-facing advisors through acqui- • sitions, competitive hiring and recruiting programs. In acquiring PH&N, we supported both Canadian Wealth Management and Global Asset Management by adding almost $68 billion of assets under management and an experienced team of wealth management professionals. • We extended the reach of U.S. & International Wealth Management by acquiring FBW, a full-service U.S. broker-dealer with 42 branch offices, approximately US$19 billion in assets under administration and more than 300 experienced financial consultants. We also opened a new office in Latin America, and, in co-operation with Capital Markets, in India. Global Asset Management continued its sales leadership in Canada, with $8.8 billion in total mutual fund net sales in fiscal 2008. • Economic and market review As discussed in the 2008 Economic and market review in the Overview of 2008 section, the challenging capital market and economic condi- tions persisted throughout the year and significantly impacted the results of our business. This led to a decline in the value of cli ent assets, as well as lower transaction volumes in our brokerage businesses in Canada and in the U.S., and contributed to a modest decline in the value of client assets internationally. In addition, the stronger Canadian dollar negatively impacted the translation of our U.S. dollar-denominated earnings. Our U.S. brokerage business maintains a stock-based compensa- tion plan that allows eligible employees to allocate deferred earnings to purchase our common shares or various mutual funds which we economically hedge. The impact of accounting volatility as a result of the current market environment has unfavourably affected our earn- ings during the current year due to a decline in the fair value of certain securities used to economically hedge the compensation plan, which was partially offset by gains from the decline in the fair value of the earned compensation liability. 60 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Wealth Management financial highlights (C$ millions, except number of and percentage amounts) Net interest income Non-interest income Fee-based revenue Transactional and other revenue Total revenue Provision for credit losses Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries Net income Key ratios Return on equity (1) Return on risk capital Pre-tax margin (2) Selected average balance sheet information (3) Total assets Loans and acceptances Deposits Attributed capital (1) Risk capital (1) Other information Revenue per advisor (000s) (4) Assets under administration Assets under management Number of employees (full-time equivalent) Number of advisors (4) Impact of US$ translation on selected items Increased (decreased) total revenue Increased (decreased) non-interest expense Increased (decreased) net income Percentage change in average US$ equivalent of C$1.00 (5) Table 33 2008 2007 $ 468 $ 427 $ $ $ $ 2,276 1,243 3,987 1 3,038 948 665 23.3% 64.9% 23.8% $ $ $ 2,109 1,456 3,992 1 2,902 1,089 762 32.4% 65.1% 27.3% $ 1 $ $ 2006 397 1,745 1,345 3,487 2,613 872 604 27.8% 59.3% 25.0% $ 16,900 5,200 26,900 2,800 1,000 $ 731 495,100 222,600 10,954 3,578 $ 16,600 4,600 24,900 2,300 1,150 $ 15,100 4,400 22,100 2,150 1,050 $ 787 $ 488,500 161,200 9,621 3,118 702 476,500 142,800 9,666 3,001 2008 vs. 2007 $ (91) (60) (24) 6% (1) (2) (3) (4) (5) Segment Return on equity, Return on risk capital and risk capital are key performance measures. Average attributed capital and Return on equity are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion, refer to the Key performance and non-GAAP measures section. Pre-tax margin is defined as net income before income taxes and non-controlling interest in subsidiaries dividend by total revenue. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Includes investment advisors and financial consultants of our Canadian and U.S. full-service brokerage businesses. Average amounts are calculated using month-end spot rates for the year. Revenue by business line (C$ millions) 5,000 4,000 3,000 2,000 1,000 0 2006 2007 2008 Global Asset Management Canadian Wealth Management U.S. & International Wealth Management Financial performance 2008 vs. 2007 Net income for the year of $665 million decreased $97 million, or 13%, from a year ago, mainly due to lower transaction activity amid continued uncertainty in global capital markets, the unfavourable impact of the stock-based compensation plan, the stronger Canadian dollar on the translation of our U.S. dollar-denominated earnings and items related to the Reserve Primary Fund and auction rate securi- ties as noted below. The favourable impact of the foreign exchange translation gain on certain deposits related to the implementation of the financial instruments accounting standards in the prior year also reduced net income. These factors were partially offset by increased earnings and fee-based revenue from our PH&N acquisition and solid growth in fee-based client assets throughout most of the year. Total revenue was flat compared to the prior year and included increased fee-based revenue driven by higher fee-based client assets, reflecting higher net sales and the addition of more experienced advisors, and the contribution of PH&N’s private counsel and asset management businesses. Increased fee-based client assets were impacted by significant capital depreciation in the latter part of the year due to the general decline in asset valuations amid continued uncertainty in global capital markets. Increased transaction revenue resulting from our J.B. Hanauer and FBW acquisitions, higher spreads and solid volume growth from deposit and loan balances in our inter- national wealth management business also contributed to revenue. The increase in revenue was offset by lower transaction revenue due to lower transaction volumes in our full-service brokerage business, the decline in fair value of securities held in our stock-based compen- sation plan, and the unfavourable impact of the stronger Canadian dollar on the translation of our U.S. dollar-denominated revenue. Non-interest expense was up $136 million, or 5%, mainly as a result of increased costs in support of business growth, including our acquisition-related staff and occupancy costs. This increase also reflected the provision related to our support agreement for clients of FBW invested in the Reserve Primary Fund (a U.S. money market fund managed by a third-party provider) of $37 million ($22 million after-tax) and Wealth Management’s share of the settlement with U.S. regulators for $25 million ($19 million after-tax) relating to auction rate securities. These factors were partially offset by the favourable impact of the stronger Canadian dollar on our U.S. dollar-denominated expenses, lower expenses due to the favourable decline in fair value of our earned compensation liability related to our stock-based Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 61 compensation plan and lower variable compensation commensurate with lower commission-based revenue. Return on equity was down 910 bps from the prior year, reflecting increased goodwill and intangibles related to the acquisitions of PH&N and FBW, which contributed to average equity, as well as lower earn- ings in the current year. Assets under administration increased by $7 billion, or 1%, from last year, reflecting the favourable impact of the stronger U.S. dollar on the translation of our U.S. dollar-denominated assets under admin- istration as at October 31, 2008. Assets under administration also increased, reflecting the acquisition of FBW, partially offset by lower client assets due to uncertainty in global financial markets. Assets under management increased $61 billion, or 38%, from last year, reflecting the acquisition of PH&N and strong mutual fund sales for most of the year. 2007 vs. 2006 Net income for 2007 of $762 million increased $158 million, or 26%, from 2006. The increase was largely due to strong earnings growth across all our business lines reflecting the ongoing successful execu- tion of our growth initiatives and generally favourable capital market conditions. We recorded a $35 million ($28 million after-tax) foreign exchange translation gain on certain deposits in 2007 related to the implementation of the new financial instruments accounting standards. Total revenue increased $505 million, or 14%, over 2006, largely due to strong growth in fee-based client assets across all business lines, reflecting new sales, capital appreciation and the recruitment and retention of experienced advisors. A foreign exchange translation gain on certain deposits, the inclusion of our J.B. Hanauer acquisition, solid loan and deposit growth in our international wealth management business, and higher transaction volumes in our brokerage businesses, reflecting generally favourable capital market conditions throughout most of the year, also contributed to the increase. These factors were partially offset by the negative impact of the stronger Canadian dollar on the translated value of U.S. dollar-denominated revenue. Non-interest expense was up $289 million, or 11%, mainly as a result of higher variable compensation commensurate with Business line review Canadian Wealth Management Canadian Wealth Management includes our full-service retail broker- age in Canada, which is the market leader as measured by assets under administration, with more than 1,400 investment advisors providing advice-based, wide-ranging comprehensive financial solu- tions to affluent and high net worth clients. Additionally, we provide discretionary investment management and estate and trust services to our domestic clients through more than 60 investment counsellors and more than 125 trust professionals in locations across the country. Financial performance Revenue increased $14 million, or 1%, over the prior year, mostly due to the growth in fee-based revenue driven by the increase in fee-based client assets, reflecting higher net sales and the addition of more experienced advisors, and the contribution of PH&N’s private counsel business. This increase was partially offset by lower fee-based client assets resulting from significant capital depreciation in the last quarter of the year and lower transaction revenue due to lower transaction volumes in our full-service brokerage business, driven by depressed asset valuations amid the uncertainty in global capital markets. Assets under administration decreased 12% from a year ago, mainly due to capital depreciation amid the uncertainty in global capital markets. higher commission-based revenue, higher staffing levels and other costs in support of business growth, including our acquisition of J.B. Hanauer. These factors were partially offset by the favourable impact of the stronger Canadian dollar on the translated value of U.S. dollar-denominated expenses. Outlook and priorities As discussed in the Outlook and medium-term objectives section, we expect global capital markets will remain significantly volatile in the short-term, and as asset valuations are expected to remain depressed this will continue to affect our results in the near term. We expect modest growth in fee-based client assets as financial markets stabilize in the medium term. Adding experienced advisors across all our businesses and providing client solutions, products and advice that leverage the depth and breadth of our resources should also sup- port steady growth in fee-based client assets over the medium term. Further, we anticipate modest growth in transaction revenue as a result of the potential for a modest recovery and steady growth in the medium term. We expect growth will be supported by stability in finan- cial markets and an increased investor appetite for transparent wealth management products. Key strategic priorities for 2009 • Continue extending our lead in the Canadian wealth and asset management markets with client-focused products, services and strategies. Improve operating performance, and expand our U.S. Wealth Management business through organic growth. Expand our high net worth International Wealth Management business through organic growth and bolt-on acquisitions. Expand asset management globally by leveraging our manage- ment capabilities in the institutional market and in the individual market through sub-advisory and alliance opportunities. Continue attracting and retaining experienced advisors and other professionals across all our businesses, and provide them with best-in-class support in serving their clients’ needs. • • • • Selected highlights Table 34 (C$ millions) 2008 2007 2006 Total revenue Other information Assets under administration Assets under management Total assets under fee-based programs $ 1,474 $ 1,460 $ 1,290 160,700 23,000 183,000 22,200 168,600 17,500 78,800 83,300 70,200 Average assets under administration and management (C$ millions) 200,000 160,000 120,000 80,000 40,000 0 2006 2007 2008 2006 2007 2008 AUA AUM 25,000 20,000 15,000 10,000 5,000 0 62 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis U.S. & International Wealth Management U.S. & International Wealth Management includes one of the largest full-service retail brokerage firms in the U.S., with more than 2,000 financial consultants. We also operate a clearing and execution services business that serves small to mid-sized independent broker- dealers and institutions. Internationally, we provide customized banking, credit, investment and trust solutions to high net worth private clients through 2,500 employees across a network of 35 offices located in 22 countries around the world. Financial performance Revenue decreased $119 million, or 6%, from the prior year. In U.S. dollars, revenue decreased $14 million, or 1%, largely due to the decline in fair value of securities held in our stock-based compensation plan and lower transaction revenue due to lower transaction volumes in our full-service brokerage business due to the uncertainty in global capital markets. We also recorded a US$31 million foreign exchange translation gain on certain deposits in 2007 related to the implemen- tation of the financial instruments accounting standards which also contributed to the decrease. These factors were partially offset by additional transaction revenue from our J.B. Hanauer and FBW acquisi- tions, and solid volume growth and higher spreads in our international wealth management business. Assets under administration decreased 14% from a year ago, mainly due to capital depreciation amid the uncertainty in global capital markets. Global Asset Management Global Asset Management is responsible for our proprietary asset management business. In Canada, we provide a broad range of invest- ment management services in all client segments through mutual funds, pooled funds and separately managed portfolios. We distribute our investment solutions to individuals through a broad network of our bank branches, our discount and full-service brokerage business, independent advisors and directly to consumers. We also provide investment solutions directly to institutional clients, including defined benefit and defined contribution pension plans, as well as endow- ments and foundations. We are the largest fund company and one of the largest money managers in Canada. In the U.S., we provide invest- ment services to both retail and institutional clients through mutual funds, fee-based accounts and separately managed portfolios. Financial performance Revenue increased $100 million, or 18%, over the prior year, mainly reflecting growth in fee-based revenue driven by growth in assets under management due to the contribution of PH&N’s asset manage- ment business and strong net mutual fund sales for most of the year. This growth was negatively impacted by net mutual fund redemptions and significant capital depreciation in the last quarter of the year amid the uncertainty in global capital markets. Assets under management increased 52% from a year ago, mainly due to the contribution of PH&N’s asset management business, and net mutual fund sales, which were partially offset by net mutual fund redemptions and capital depreciation in the last quarter of 2008, amid the uncertainty in global capital markets. Selected highlights Table 35 Total revenue (C$ millions) Other information (US$ millions) Total revenue Total loans, guarantees and letters of credit (1), (2) Total deposits (1), (2) Assets under administration Assets under management Total assets under fee-based programs (3) 2008 2007 2006 $ 1,869 $ 1,988 $ 1,732 1,812 1,826 1,533 5,200 18,500 277,600 16,200 5,100 16,500 323,300 21,400 4,000 13,300 274,200 17,600 21,300 28,100 23,500 (1) (2) (3) Represents amounts related to our international wealth management businesses. Represents an average amount, which is calculated using methods intended to approximate the average of the daily balances for the period. Represents amounts related to our U.S. wealth management businesses. Average assets under administration and management (US$ millions) 350,000 280,000 210,000 140,000 70,000 0 2006 2007 2008 2006 2007 2008 Assets under administration Assets under management 25,000 20,000 15,000 10,000 5,000 0 Selected highlights Table 36 (C$ millions) 2008 2007 2006 Total revenue Other information Canadian net long-term mutual fund sales Canadian net money market mutual fund sales Assets under management $ 644 $ 544 $ 465 600 6,200 5,400 8,200 180,100 1,300 118,800 400 105,600 Average assets under management (C$ millions) Assets under management 200,000 160,000 120,000 80,000 40,000 0 2006 2007 2008 Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 63 Insurance Insurance offers a wide range of life, health, travel, home and auto insurance products and creditor insurance services to individual and business clients in Canada and the U.S. We also offer reinsurance for clients around the world. These products and services are offered through a wide variety of distribution channels, including telephone, independent life insurance advisors, travel agents, career sales forces, Internet and retail insurance branches. We are the largest Canadian bank-owned group of insurers, with products distributed through more than 17,000 independent brokers and almost 600 career sales advisors in North America. Our Canadian insurance business holds a lead position in travel insurance products and has a significant presence in individual living benefits, life, home and auto insurance. In the U.S. we are a provider of protection, asset accumulation, retirement solutions and travel insurance. Highlights • We completed a major technology transformation within our Canadian Life and Health insurance business this year, which resulted in an integrated business and technology platform that will provide a solid foundation to support the future growth of our life and health business. • We expanded and diversified our international footprint during the year through strong business growth and our entry into the U.K. annuity reinsurance market. • We expanded our Canadian retail insurance network to 35 branches in 2008, from 21 branches in 2007, giving our clients more convenient access to insurance services and advice. • Through new sales, strong client retention and international market expansion, our premiums and deposits reached $1 billion per quarter during the year. Economic and market review As discussed in the 2008 Economic and market review in the Overview of 2008 section, Canadian economic growth remained moderate in 2008, which coupled with infrastructure investment, supported business initiatives and our retail branch expansion, contributing to increased business growth, particularly in our reinsurance and Canadian businesses. Our insurance businesses were impacted by weakness in the global equity and credit markets, particularly in the fourth quarter, where we incurred investment losses on disposals and impairments, as well as impacts from equity market movements. Since the adoption of accounting standards related to financial instruments in 2007, financial assets backing our life and health policy holder liabilities are largely designated as held-for-trading and the changes in fair value are recorded in net investment income. The impact of the current market environment has resulted in significant volatility in revenue. This volatility has been largely offset in policy- holder benefits and claims, so that the overall impact on net income is largely minimal. Insurance financial highlights (C$ millions, except number of and percentage amounts) Non-interest income Net earned premiums Investment income Fee income Total revenue Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries Net income Key ratios Return on equity (1) Return on risk capital (1) Selected average balance sheet information (2) Total assets Attributed capital (1) Risk capital (1) Other information Premiums and deposits (3) Insurance claims and policy benefit liabilities Fair value changes on investments backing policyholder liabilities (4) Assets under management Number of employees (full-time equivalent) 2008 2007 2006 Table 37 $ 2 $ $ $ 2,864 (458) 04 2,610 1,631 576 403 389 $ $ $ $ 2,593 402 197 3,192 2,173 537 482 442 $ $ $ $ 2,595 535 218 3,348 2,509 517 322 302 32.8% 37.1% 31.2% 34.7% 20.5% 22.8% $ 12,600 1,150 1,050 $ 12,500 1,400 1,250 $ 11,600 1,450 1,350 $ $ $ 3,861 7,385 (870) 400 1,722 3,460 7,283 (108) 300 1,575 3,406 7,337 61 300 1,568 (1) (2) (3) (4) Segment Return on equity, Return on risk capital and risk capital are key performance measures. Average attributed capital and Return on equity are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion, refer to the Key performance and non-GAAP measures section. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. Includes revenue impact of the change in fair value of investments backing policyholder liabilities is reflected in Investment income and largely offset in insurance policyholder benefits claims and acquisition expense. 64 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Revenue by business line (C$ millions) Premiums and deposits by business line (C$ millions) 4,000 3,200 2,400 1,600 800 0 U.S. Life Property & Casualty Canadian Life and Health Reinsurance & Other 4,000 3,200 2,400 1,600 800 0 2006 2007 2008 2006 2007 2008 U.S. Life Property & Casualty Canadian Life and Health Reinsurance & Other Financial performance 2008 vs. 2007 Net income decreased by $53 million, or 12%, over last year, mainly due to $110 million ($80 million after-taxes) of investment losses on disposals and impairments, as well as impacts from equity market movements. Our prior year included a $40 million (before- and after- tax) gain related to the reallocation of certain foreign investment capital which had supported our property catastrophe reinsurance business, exited in 2007. These factors were partially offset by a higher level of favourable net actuarial adjustments, reflecting the impact of management actions and assumption changes, and solid business growth in our reinsurance and Canadian businesses. Total revenue decreased $582 million, or 18%, over last year. This decrease was mainly due to the change in fair value of investments backing our life and health policyholder liabilities, largely offset in policyholder benefits, claims and acquisition expense. Investment losses on disposals and impairments, as well as impacts from equity market movements, lower U.S. annuity sales and the appreciation of the Canadian dollar on the translation of our U.S. dollar-denominated revenue also contributed to this decrease. These factors were partially offset by solid growth in our reinsurance and Canadian businesses during the year. Insurance PBCAE decreased $542 million, or 25%, over last year, primarily reflecting the change in fair value of investments, as noted above, largely offset in revenue and a higher level of favourable net actuarial adjustments this year, reflecting management actions and assumption changes. The appreciation of the Canadian dollar on the translation of our U.S. dollar-denominated liabilities and the impact of lower U.S. annuity sales also contributed to this decrease. These factors were partially offset by higher costs commensurate with the growth in our reinsurance and Canadian businesses. Non-interest expense was up $39 million, or 7%, from a year ago, primarily reflecting increased infrastructure costs, costs in support of business growth and continued strategic investments to support busi- ness initiatives including our retail branch expansion. Premiums and deposits were up $401 million, or 12%, from a year ago, reflecting new sales growth, a new U.K. annuity reinsurance agreement and continued strong client retention. These factors were partially offset by the impact of the appreciation of the Canadian dol- lar on the translation of our U.S. dollar-denominated premiums and deposits and lower U.S. annuity deposits. 2007 vs. 2006 Insurance net income increased $140 million, or 46%, compared to 2006. The increase was primarily related to our property catastrophe reinsurance business, reflecting the hurricane-related charges in 2006 and a favourable adjustment related to the reallocation of certain foreign investment capital in 2007. These factors were partially offset by lower income from our property catastrophe reinsurance business, which we exited completely in 2007. A higher level of favourable net actuarial liability adjustments and solid growth in our European life reinsurance business also contributed to the increase. • • • Total revenue was down $156 million, or 5%, from 2006. The decrease reflected the change in fair value of investments backing our life and health policyholder liabilities, which is largely offset in policy- holder benefits and claims. These factors were partially offset by the growth in our European life reinsurance and Canadian businesses, and a favourable adjustment related to the reallocation of certain foreign investment capital in 2007. Lower annuity sales and lower revenue from our property catastrophe reinsurance business also contributed to the decrease. Insurance PBCAE decreased $336 million, or 13%, from 2006. The decrease primarily reflected the change in fair value of investments, as noted above, which was largely offset in revenue. The impact of lower U.S. annuity sales and management actions and assumption changes that resulted in a higher level of favourable net actuarial liability adjust- ments in 2007 also contributed to the decrease. These factors were partially offset by increased costs commensurate with growth in our European life reinsurance and Canadian businesses. Non-interest expense was up $20 million, or 4%, from 2006, primarily reflecting higher infrastructure investments and costs in sup- port of business growth. Premiums and deposits were up $54 million, or 2%, from 2006, primarily reflecting new sales growth and stronger client retention, partially offset by a decline in U.S. annuity sales. Outlook and priorities As discussed in the Outlook and medium-term objectives section, the deterioration in financial markets is expected to adversely affect the global economy, with a general uncertainty on the timing of the recovery. In the current economic and market conditions, the insurance industry outlook is potentially more turbulent and volatile than it has been in the past few years. Continued weakness in the global equity and credit markets may impact investment returns. However, the overall quality of our investment portfolio remains very good. As a result of our diversified product portfolio, coupled with the contribution of our infrastructure investments and retail branch expansion, we anticipate the slowing economic growth should not have a significant impact on our business growth. Key strategic priorities for 2009 • Strengthen distribution economics by increasing sales through low-cost distribution channels and by strengthening our position in profitable third-party distribution channels. Deepen client relationships by enhancing the client experience by providing customers with a comprehensive suite of products and services based on their needs. Simplify the way we do business by enhancing and streamlining all business processes to ensure that clients find it easy and simple to do business with us. Pursue selected international niche opportunities with the aim to grow our reinsurance business by executing on a higher volume of profitable transactions that fit within our overall risk framework. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 65 Business line review Reinsurance & Other Reinsurance insures risks of other insurance and reinsurance compa- nies. We offer life and accident and sickness products. In 2008, we expanded into the life annuity reinsurance market, which increases the scale of our reinsurance operations and provides the benefits of increased geographic and product diversification. Financial performance Total revenue increased $205 million, or 24%, over the prior year, primarily due to growth in our European life and other life retrocession businesses, as well as from the impact of our new U.K. annuity reinsur- ance business. This increase more than offset a favourable adjustment related to the reallocation of foreign capital investment due to exiting our property catastrophe reinsurance business in the prior year. Premiums and deposits of $1,551 million increased 24% due to business growth in European life and other life retrocession business as well as entry into the U.K. annuity reinsurance market. Canadian Life and Health Canadian Life and Health offers life and health insurance, as well as wealth accumulation solutions, to individual and group clients across Canada. We offer term and universal life, critical illness, disability, long-term care insurance and segregated funds, as well as group benefits. Financial performance Total revenue decreased $357 million, or 31%, from the prior year, mainly due to declines in the fair value of investments backing our policyholder liabilities, largely offset in policyholder benefits and claims. Losses attributable to the impact from equity market move- ments, also contributed to the decrease. The decrease was partially offset by increases in universal life deposits and new sales. Premiums and deposits increased $126 million, or 11%, from the prior year, largely due to growth in universal life products. Selected highlights Table 38 (C$ millions) 2008 2007 2006 Total revenue Other information Premiums and deposits (1) $ 1,064 $ 859 $ 744 1,551 1,251 1,132 (1) Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. Premiums and deposits (C$ millions) 2,000 1,600 1,200 800 400 0 2006 2007 2008 Premiums and deposits Selected highlights Table 39 (C$ millions) 2008 2007 2006 Total revenue Other information Premiums and deposits (1) Fair value changes on investments backing policyholder liabilities (2) $ 779 $ 1,136 $ 1,227 1,272 1,146 1,069 (522) (93) 48 (1) (2) Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. Includes revenue impact of the change in fair value of investments backing our policyholder liabilities, which was largely offset in PBCAE. Premiums and deposits (C$ millions) 1,500 1,200 900 600 300 0 2006 2007 2008 Premiums and deposits 66 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Property & Casualty Property & Casualty is comprised of personal home and auto insurance and travel insurance. Our group insurance program provides employers and affinity groups the ability to offer insurance benefits to their employees and members. We also offer commercial insur- ance through our partnership with Aon Reed Stenhouse Inc. We are the leading provider of travel insurance, providing a wide range of products and services, including trip cancellation and interruption coverage. Financial performance Total revenue increased $26 million, or 4%, compared to the prior year. The increase reflected home and auto sales growth as well as strong retention on home and auto policy renewals. Travel insurance revenue remained stable despite a slowdown in the overall travel industry. These factors were partially offset by investment losses on disposals and impairments. Premiums and deposits increased $43 million, or 7%, over the prior year, reflecting a 13% growth in the number of home and auto policies inforce. Travel coverages decreased, but changes in the busi- ness mix and products kept premiums relatively stable for the year. U.S. Life U.S. Life is strategically positioned to deliver value-added products and services to consumers in the middle-income and mass-affluent markets in the U.S. Our products include protection (term, traditional and indexed universal life, whole life, critical illness and accidental death) and asset accumulation (fixed annuities, fixed-indexed annui- ties, variable insurance products) vehicles, with a focus on targeted solutions for specific market segments. Financial performance Total revenue decreased $456 million, or 77%, compared to the prior year due to the change in fair value of investments backing our policy- holder liabilities, largely offset in policyholder benefits and claims. Investment losses on disposals and impairments, the appreciation of the Canadian dollar on the translation of our U.S. dollar-denominated revenue and lower annuity deposits also contributed to this decrease. Premiums and deposits decreased $68 million, or 15%, over the prior year due to the appreciation of the Canadian dollar on the transla- tion of our U.S. dollar-denominated premiums and deposits, and lower annuity deposits. Selected highlights Table 40 (C$ millions) 2008 2007 2006 Total revenue Other information Premiums and deposits (1) Home and auto policies inforce (thousands) Travel insurance coverages (thousands) $ 627 $ 601 $ 647 335 604 297 576 573 254 2,689 2,888 2,843 (1) Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. Premiums and deposits (C$ millions) 750 600 450 300 150 0 2006 2007 2008 Premiums and deposits Selected highlights Table 41 Total revenue (C$ millions) Fair value changes on investments backing policyholder liabilities Other information (US$ millions) Total revenue Premiums and deposits (1) Fair value changes on investments backing policyholder liabilities (2) 2008 2007 2006 $ 140 $ 596 $ 801 (346) (18) 159 378 548 418 13 707 558 (313) (13) 11 (1) (2) Premiums and deposits include premiums on risk-based insurance and annuity products, and deposits on individual and group segregated fund deposits, consistent with insurance industry practices. Includes the revenue impact of the change in fair value of investments backing our policyholder liabilities, which was largely offset in PBCAE. Premiums and deposits (C$ millions) 750 600 450 300 150 0 2006 2007 2008 Premiums and deposits Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 67 International Banking International Banking comprises our banking businesses in the U.S. and Caribbean, and global custody and investor services, which we provide through our 50% ownership in RBC Dexia IS. All of our businesses leverage the global resources of RBC, while drawing upon the knowledge and expertise of our local profession- als to deliver customized solutions to our clients. We differentiate ourselves in each of our highly competitive marketplaces by tailoring solutions to meet our clients’ needs and building strong relationships by consistently delivering high-quality service. Highlights • We completed our acquisition of RBTT, creating one of the most extensive banking networks in the Caribbean, with 127 branches and business centres and a presence in 17 countries across the region. RBTT also added approximately $4 billion in loans and $6 billion in deposits at acquisition. • We completed our acquisition of ANB, which expanded our net- work to 439 full-service banking centres in the southeastern U.S. and added approximately $6 billion in loans and $6 billion in deposits at acquisition. ANB has also strengthened our pres- ence in Alabama, opened important new markets in Florida and increased our presence in Georgia. Economic and market review As discussed in the 2008 Economic and market review in the Overview of 2008 section, the continued downturn in the U.S. housing market, volatile financial markets and weak consumer and business spending in the U.S. led to higher provision for credit losses in our U.S. residen- tial builder finance business and in our U.S. commercial and retail loan portfolios. In the Caribbean, the economy remained stable, with loans and deposits increasing primarily due to our RBTT acquisition. In the Eurozone, slowing economic growth and volatile financial markets resulted in lower assets under administration and lower trans- action volumes at RBC Dexia IS. International Banking financial highlights (C$ millions, except number of and percentage amounts) 2008 Net interest income Non-interest income Total revenue Provision for credit losses Non-interest expense Net (loss) income before income taxes and non-controlling interest in subsidiaries Net (loss) income $ $ $ $ $ $ 1,330 771 2,101 497 1,876 (272) $ (153) $ 1 Table 42 2006 940 688 1,628 25 1,216 387 261 2007 1,031 884 1,915 109 ,481 325 242 $ $ $ $ Key ratios Return on equity (1) Return on risk capital (1) Selected average balance sheet and other information (2) Total assets Loans and acceptances Deposits Attributed capital (1) Risk capital (1) Other information Assets under administration – RBC (3) – RBC Dexia IS (4) Assets under management – RBC (3) Number of employees (full-time equivalent) Credit information Gross impaired loans as a percentage of average net loans and acceptances PCL as a percentage of average net loans and acceptances (3.4)% (8.1)% 6.9% 11.7% 10.6% 16.1% $ 51,300 27,000 42,500 5,200 2,150 $ 39,700 22,300 34,200 3,350 1,950 $ 32,600 18,500 28,700 2,400 1,600 $ 11,200 2,585,000 3,900 12,335 $ – 2,713,100 – 6,001 $ – 2,421,100 – 5,034 5.97% 1.84% 1.91% .49% 1.01% .14% Impact of US$ and Euro translation on selected items Increased (decreased) total revenue Increased (decreased) non-interest expense Increased (decreased) net income Percentage change in average US$ equivalent of C$1.00 (5) Percentage change in average Euro equivalent of C$1.00 (5) 2008 vs. 2007 $ (72) (19) (40) 6% (4)% (1) (2) (3) (4) (5) Segment Return on equity, risk capital and Return on risk capital are key performance measures. Average attributed capital and Return on equity are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion, refer to the Key performance and non-GAAP measures section. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. AUA – RBC and AUM – RBC represent the AUA and AUM, respectively, of RBTT as at September 30. RBTT results are reported on a one-month lag. AUA – RBC Dexia IS represents the total AUA of the joint venture as at September 30, of which we have a 50% ownership interest. RBC Dexia IS results are reported on a one-month lag. We have revised the 2006 amount to reflect the amount reported by RBC Dexia IS, as we had previously disclosed only the assets under custody amount related to our joint venture. Average amounts are calculated using month-end spot rates for the year. 68 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Revenue by business line (C$ millions) 2,500 2,000 1,500 1,000 500 0 2006 2007 2008 RBC Dexia Investor Services Banking Financial performance 2008 vs. 2007 Net loss was $153 million compared to net income of $242 million a year ago. The decrease in earnings, predominantly in our U.S. banking business, was mainly attributable to higher provision for credit losses and writedowns and losses of $297 million ($201 million after-tax) on our investment portfolios. These factors were partially offset by our RBTT and ANB acquisitions, reflecting loan and deposit growth, and business growth at RBC Dexia IS. For a detailed discussion regarding our writedowns, refer to the Impact of the market environment in the Financial performance section. Total revenue increased $186 million, or 10%, over the prior year. The increase was primarily due to our ANB and RBTT acquisitions, reflecting loan and deposit growth. Business growth at RBC Dexia IS and the favourable impact of the appreciation of the Euro against the Canadian dollar also contributed to the increase. These factors were partially offset by the writedowns and losses on our investment port- folios and the unfavourable impact of a stronger Canadian dollar on our U.S. dollar-denominated revenue. Provision for credit losses of $497 million increased $388 million from a year ago, primarily in U.S. banking, reflecting higher impaired loans in our U.S. residential builder finance business and in our U.S. commercial and retail loan portfolios due to the continued hous- ing market downturn and deteriorating economic conditions in the U.S. For further details on our provision for credit losses, refer to the Credit risk section. Non-interest expense increased $395 million, or 27%, from a year ago, mainly due to higher costs in support of business growth, largely reflecting the inclusion of our ANB and RBTT acquisitions and related integration costs, and increased business volume at RBC Dexia IS. These factors were partially offset by the favourable impact of a stron- ger Canadian dollar on the translation of our U.S. dollar-denominated expenses. 2007 vs. 2006 Net income decreased $19 million, or 7%, from 2006, largely due to increased provision for credit losses, primarily reflecting higher impaired loans in our U.S. residential builder finance business. This was partially offset by strong business growth at RBC Dexia IS, higher loan and deposit growth in the U.S., reflecting acquisitions noted below, de novo branch openings and business expansion. Total revenue increased $287 million, or 18%, from 2006, primar- ily attributable to RBC Dexia IS, reflecting strong market activity, an additional month of results and business growth. Banking revenue also increased, largely due to loan and deposit growth from our acquisitions of Flag Financial Corporation (Flag) and the AmSouth branches, despite the negative impact of a stronger Canadian dollar on the translation of our U.S. dollar-denominated revenue. These factors were partially offset by a loss on the restructuring of our U.S. banking investment portfolio in 2007. Provision for credit losses was up $84 million from 2006, largely due to higher impaired loans in our U.S. residential builder finance business, reflecting the downturn in the U.S. housing market in the latter part of 2007. Non-interest expense was up $265 million, or 22%, over 2006, largely reflecting higher costs in support of business growth related to RBC Dexia IS, our acquisitions and integration of Flag and the AmSouth branches, and de novo branch openings in the U.S. Outlook and priorities As discussed in the Outlook and medium-term objectives section, global economies are expected to weaken further in the near term. Consequently, we anticipate that interest rates may continue to decline, accompanied by fluctuations in foreign exchange rates and continued volatility in financial markets. These factors may impact our spreads, as well as the translation of our foreign currency- denominated earnings. In the U.S., we anticipate that the current financial market volatility and housing market downturn will persist into next year, along with reduced consumer and business spending and negative economic growth. We expect these conditions to have an unfavourable impact on our loan and deposit business in U.S. bank- ing, as well as increase our provision for credit losses. The Caribbean economy is also expected to be affected by the global economic slow- down, with reduced exports, tourism and foreign direct investment. Despite this, we continue to see opportunities for our Caribbean bank- ing business with the ongoing integration of our RBTT acquisition and continued strength in our loan and deposit portfolios. In the Eurozone, financial market volatility will likely continue as many economies face recession, which may impact business volumes at RBC Dexia IS. Key strategic priorities for 2009 • Refine our operating model to improve efficiencies and enhance our competitiveness in our southeastern U.S. footprint, while developing a robust retail strategy to provide our clients with an integrated experience and a full product suite to serve their needs. Continue to build on our strong position in the Caribbean through the efficient integration of RBTT and by leveraging the strength of our combined operations, providing the base for further expan- sion in potential high-growth markets, including the Spanish Caribbean and Central and South America. Strive to significantly grow our international credit card business by leveraging our size, scale and expertise in Canada. Pursue growth strategies with RBC Dexia IS that include strength- ening our global client franchise, building new value-added products and expanding our presence in high-potential markets. • • • Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 69 Business line review Banking Banking consists of our banking operations in the U.S. and Caribbean. Our banking businesses offer a broad range of products and ser- vices and financial advice to individuals, business clients and public institutions in their respective markets. Our U.S. banking business is now among the top five deposit holders in North Carolina and ranks seventh overall as measured by deposits in our southeastern U.S. footprint (1), where we have a network of 439 full-service bank- ing centres and over 500 ATMs. As a result of our RBTT acquisition, our Caribbean banking business is now the second largest bank, by assets, in the English Caribbean, and our presence has increased to 127 branches in 17 countries across the region. Financial performance Total revenue increased $90 million, or 8%, compared to the prior year. In U.S. dollars, Banking revenue increased $162 million, or 15%, primarily driven by our ANB and RBTT acquisitions, reflecting loan and deposit growth. These factors were partially offset by the writedowns and losses on our investment portfolios, predominantly in our U.S. banking business. Net interest margin was up 6 bps, mainly due to our ANB and RBTT acquisitions. In U.S. dollars, average loans and acceptances, and average depos- its increased $6 billion and $6 billion, or 35% and 36%, respectively, from the prior year. The increase was primarily attributable to growth in loans and acceptances of 32%, and deposits of 32% in our U.S. banking business, largely reflecting our ANB acquisition. In our Caribbean bank- ing business, growth in loans and acceptances, and deposits of 54% and 52%, respectively, largely reflected our RBTT acquisition. (1) Our southeastern U.S. banking footprint comprises North Carolina, South Carolina, Virginia, Alabama, Florida and Georgia. Average loans and deposits (US$ millions) Loans and acceptances Deposits 25,000 20,000 15,000 10,000 5,000 0 2006 2007 2008 2006 2007 2008 RBC Dexia IS Our joint venture, RBC Dexia IS, offers a complete range of investor services to institutions worldwide, including global custody, fund and pension administration, shareholder services, distribution support, securities lending and borrowing, reconciliation services, compliance monitoring and reporting, investment analytics and treasury services. Financial performance Total revenue increased $96 million, or 13%, compared to the prior year, primarily due to business growth reflecting higher custody fees and increased foreign exchange and securities lending revenue. The positive impact of the appreciation of the Euro against the Canadian dollar also contributed to the increase. Assets under administration decreased 5% from a year ago, mainly due to capital depreciation as a result of volatility in global financial markets. Selected highlights Table 43 2008 2007 2006 1,246 $ 1,156 $ 1,070 $ $ Total revenue (C$ millions) Other information (US$ millions) Total revenue Net interest margin (1) Average loans and acceptances (2) Average deposits (2) Assets under administration (3) Assets under management (3) Number of: Branches Automated teller machines 1,221 $ 1,059 $ 3.62% 3.56% 945 3.73% $ 24,100 $ 17,800 $ 15,100 15,900 17,700 – – – – 24,100 9,300 3,300 566 815 394 473 325 385 (1) (2) (3) NIM is calculated as net interest income divided by average total earning assets. Average total earning assets are calculated using methods intended to approximate the average of the daily balances for the period. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. AUA and AUM represent the total AUA and AUM, respectively, of RBTT as at September 30. RBTT results are reported on a one-month lag. Number of branches in U.S. and Caribbean Caribbean U.S. 600 480 360 240 120 0 2006 2007 2008 On September 30, 2008, the Dexia Group, our joint venture part- ner in RBC Dexia IS, was recapitalized and the governments of France, Belgium, and Luxembourg guaranteed new interbank and institutional deposits and new bond issuances until October 31, 2009. We have assessed our exposure and, as at December 4, 2008, have determined these developments have not impacted the operations of RBC Dexia IS. Selected highlights Table 44 (C$ millions) 2008 2007 2006 Total revenue Other information Asset under administration – RBC Dexia IS (1) $ 855 $ 759 $ 558 2,585,000 2,713,100 2,421,100 (1) AUA – RBC Dexia IS represents the total AUA of the joint venture as at September 30. RBC Dexia IS results are reported on a one-month lag. We have revised the 2006 amount to reflect the amount reported by RBC Dexia IS, as we had previously dis- closed only the assets under custody amount. 70 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Capital Markets Capital Markets comprises our global wholesale banking business, which provides a wide range of corporate and investment banking, sales and trading, and research and related products and services to corporate, public sector, institutional and retail clients in North America and specialized products and services in select global mar- kets. This segment consists of two main businesses: Global Markets and Global Investment Banking and Equity Markets. All other busi- nesses are grouped under Other. We have an established reputation as a premier Canadian invest- ment bank with top-tier market share in virtually all lines of wholesale business in Canada. We offer a full suite of products and service capa- bilities and have long-standing and deep relationships with our clients. We have a select but diversified set of global capabilities, which includes fixed income, equity, foreign exchange, structured products, global infrastructure finance, and energy and mining. We remain committed to our businesses and will maintain our focus on being the undisputed leader in Canada, a top-tier leader in the U.S. mid-market, a global structure and trader, and a leading global fixed income bank. Highlights • We continue to be Canada’s leading global investment bank and were named Dealmaker of the Year in Canada for five of the last six years (Financial Post); Best Investment Bank in Canada (Euromoney); number one in Canadian M&A, equity underwriting and corporate debt financing (Bloomberg, 2007) and Global Bond Arranger of the Year (Project Finance magazine, 2007). • • We continued to attract top talent and build teams in our U.S. and European operations to further expand and strengthen key businesses. RBC Capital Markets Corp. and RBC Dain Rauscher Inc., our two principal U.S. broker-dealers, merged into one legal entity, with a common technology platform. The consolidation of the back offices is designed to provide the foundation for efficiency and future growth. RBC Dain Rauscher’s broker-dealer was renamed RBC Capital Markets Corporation. • We completed the acquisition of Richardson Barr, a leading Houston-based energy advisory firm specializing in acquisitions and divestitures in the exploration and production sector. Economic and market review As discussed in the 2008 Economic and market review in the Overview of 2008 section, the severe disruption in financial markets resulted in substantial writedowns in MBS assets and related derivatives by U.S. and most major banks globally. Concerns of a global recession, com- bined with the negative effects on broader credit markets, resulted in significant writedowns in certain of our credit-related businesses. These challenging markets and uncertain economic conditions also impacted traditional investment banking activities, as a number of deals were postponed. However, given the diversification of our business, certain of our trading products benefited from the market volatility and lower interest rate environment. Capital Markets financial highlights (C$ millions, except number of and percentage amounts) Net interest income (1) Non-interest income Total revenue (1) Provision for (recovery of) credit losses Non-interest expense Net income before income taxes and non-controlling interest in subsidiaries (1) Net income Key ratios Return on equity (2) Return on risk capital (2) Selected average balance sheet information (3) Total assets Trading securities Loans and acceptances Deposits Attributed capital (2) Risk capital (2) Other information Number of employees (full-time equivalent) Credit information Gross impaired loans as a percentage of average net loans and acceptances Specific PCL as a percentage of average net loans and acceptances Table 45 2008 1,839 2,096 3,935 183 2,121 1,631 1,170 $ $ $ $ 2007 623 3,766 4,389 (22) 2,769 1,642 1,292 $ $ $ $ 2006 131 4,005 4,136 (115) 2,603 1,649 1,355 $ $ $ $ 20.5% 24.5% 26.6% 32.5% 31.5% 38.7% $ 340,300 140,200 38,300 132,600 5,600 4,700 $ 311,200 152,900 29,000 125,700 4,800 3,900 $ 260,600 132,300 22,100 108,100 4,250 3,450 3,296 3,339 2,922 1.30% .48% .06% (.08)% .28% (.52)% Impact of US$ and British pound translation on selected items (1) 2008 vs. 2007 Increased (decreased) total revenue Increased (decreased) non-interest expense Increased (decreased) net income Percentage change in average US$ equivalent of C$1.00 (4) Percentage change in average British pound equivalent of C$1.00 (4) $ (111) (137) 12 6% 10% (1) (2) (3) (4) Taxable equivalent basis. For further discussion, refer to the How we measure and report our business segments section. Segment Return on equity, Average risk capital and Return on risk capital are key performance measures. Average attributed capital and Return on equity are calculated using methods intended to approximate the average of the daily balances for the period. For further discussion, refer to the Key performance and non-GAAP measures section. Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. Average amounts are calculated using month-end spot rates for the year. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 71 Revenue (1) by business line (C$ millions) Revenue (1) by geography (C$ millions) 5,000 4,000 3,000 2,000 1,000 0 Other GIBEM Global Markets 5,000 4,000 3,000 2,000 1,000 0 2006 2007 2008 2006 2007 2008 (1) Taxable equivalent basis. For further discussion, refer to the How we measure and report our business segments section. Other Europe U.S. Canada Financial performance 2008 vs. 2007 Net income decreased $122 million, or 9%, compared to a year ago, largely due to significantly higher writedowns of $2,091 million compared to $393 million last year, resulting from continued deteriora- tion in the U.S. credit markets throughout 2008. These writedowns reduced net income by $920 million after tax and related compensa- tion adjustments as compared to $173 million last year. Weak equity and debt origination activities and the increase in provision for credit losses also contributed to the decrease. The decrease in net income was partially offset by higher trading results in certain businesses and lower non-interest expense primarily due to the reduction of the Enron-related litigation provision, higher gains on credit derivative contracts recorded at fair value used to economically hedge our cor- porate lending portfolio and the gain on fair value adjustments on RBC debt designated as held-for-trading. For a detailed discussion regard- ing our writedowns, refer to the Impact of the market environment in the Financial performance section. Total revenue decreased $454 million, or 10%, compared to the prior year. The decrease was primarily due to significantly higher writedowns noted above, weak equity and debt origination activities and weaker results in our equity trading businesses. The negative impact of the strong appreciation of the Canadian dollar on the transla- tion of our U.S. dollar-denominated and British pound-denominated revenue also contributed to the decrease. These items were partially offset by higher trading results in certain of our fixed income and foreign exchange businesses, higher gains on credit derivative con- tracts recorded at fair value used to economically hedge our corporate lending portfolio and the gain on fair value adjustments on RBC debt designated as held-for-trading, as noted above. Improved results in our U.S. cash equities, lending and loan syndication finance busi- nesses also partially offset the decrease in revenue. Provision for credit losses of $183 million in the current year com- pares to a recovery of $22 million in the prior year. This included a $61 million provision related to loans extended under liquidity facilities drawn on by RBC-administered multi-seller asset-backed commercial paper conduit programs, and also included provisions related to some specific corporate loans. Non-interest expense decreased $648 million, or 23%, from a year ago, mainly due to the reduction of the Enron-related litigation provision, lower variable compensation mostly attributable to the write downs and the favourable impact of a stronger Canadian dollar on the translation of our U.S. dollar- and British pound-denominated expenses. These factors were partially offset by higher infrastructure investments in certain businesses, including acquisitions, sundry losses and Capital Markets’ share of the settlement with U.S. regula- tors related to auction rate securities. Average assets were up $29 billion, or 9%, primarily due to an increase in derivative assets, largely reflecting increased market volatility and an increase in loan assets due to growth in corporate lending activi- ties. These factors were partially offset by lower fixed income and equity trading securities resulting from strategically reducing such assets. 2007 vs. 2006 Net income decreased $63 million, or 5%, compared to 2006, largely due to writedowns recorded in 2007 totalling $393 million related to the deterioration in the U.S. credit markets. These write downs reduced net income by $173 million after tax and related compensation adjust- ments. The negative impact of the stronger Canadian dollar on the translated value of U.S. dollar-denominated earnings also contributed to the decrease. These factors were partially offset by broad-based revenue growth in many other businesses. Total revenue increased $253 million, or 6%, from 2006. The increase was primarily due to increased equity derivatives and foreign exchange trading revenue, strong equity origination activity across all geographies and the inclusion of our recent acquisitions. Higher M&A activity, mainly in the U.S., gains associated with credit derivative contracts used to economically hedge our core lending portfolio and higher distributions on private equity investments also contributed to the increase. These factors were partially offset by lower trad- ing revenue in our fixed income businesses, reflecting the valuation writedowns related to certain securities, the negative impact of the stronger Canadian dollar on the translated value of U.S. dollar-denomi- nated revenue and lower U.S. debt origination results. Recovery of credit losses of $22 million in 2007 compares to a recovery of credit losses of $115 million in 2006, which included a $50 million reversal of the general allowance. Non-interest expense increased $166 million, or 6%, from 2006, primarily reflecting increased costs in support of business growth, including higher staffing levels and the inclusion of our recent acquisitions. These factors were partially offset by lower variable compensation commensurate with weaker performance and lower professional fees. Outlook and priorities As discussed in the Outlook and medium-term objectives section, market uncertainty will likely continue into 2009. Certain of our busi- nesses will be affected in the near term but we expect there will be a slight improvement when global markets begin to stabilize. We antici- pate that our fixed income businesses will encounter some writedowns due to continuing market volatility. However, we believe these write- downs should not be as significant as in 2008 as we are continuing to proactively reduce the risk and size of certain of our non-strategic busi- nesses. We also expect some improvement in our equity and debt new issuance activities compared to 2008. Global central banks continue to provide liquidity to financial markets in an effort to minimize the impact of the market environment on the broader economy. Certain measures, such as significant interest rate reductions, financial-market rescue packages and intra-bank lending guarantees, are expected to improve market stability over time, and we anticipate that certain of our businesses are well positioned to capitalize on these opportunities. Key strategic priorities for 2009 • Maintain our leadership position in Canada and deepen our pen- • • etration of the mid-market segment in energy and mining sectors. Leverage our investment banking expertise in energy and mining to expand our commodities business. This will include building our natural gas and energy trading and marketing platforms and developing U.S. power and global emissions capabilities. In our U.S. investment banking business, continue to improve our market share in key product areas, namely M&A, equity under- writing and leveraged loans. 72 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis • • Continue to invest and grow our electronic trading and cash equities platforms to deliver multi-asset products and services to our clients. Intend to further extend our U.K. infrastructure finance and our project advisory capabilities in the European, U.S. and Canadian markets. We intend to further enhance our municipal banking • business and expand our leveraged finance capabilities to grow our European client base. Enhance our Asian- and New York-based emerging markets distri- bution platforms to deliver fixed income and structured products to our institutional clients. Business line review Global Markets Global Markets is our centre for origination, trading and distribution of predominantly investment-grade fixed income, foreign exchange and derivative products. It also conducts our proprietary trading opera- tions, alternative asset and private equity businesses. Financial performance Global Markets revenue decreased $502 million, or 21%, from a year ago. Trading-related revenue was down $903 million, or 47%, primarily due to significantly higher writedowns and weaker results in our equity trading businesses, partially offset by stronger results in certain of our fixed income and foreign exchange businesses. Other revenue of $867 million was up $413 million from a year ago, largely due to the gain on fair value adjustments on RBC debt designated as held-for-trading, partially offset by weaker debt origination revenue. We led or jointly led 607 non-structured mid-term notes debt issues, up from 603 deals a year ago, with a total value of approxi- mately $71 billion (2007 – $81 billion), and in municipal finance, we were involved in 732 issues, down from 1,092 a year ago, with a total value of approximately $74 billion (2007 – $115 billion) through October 2008. Global Investment Banking and Equity Markets Global Investment Banking and Equity Markets brings together our investment banking and equity sales and trading capabilities to pro- vide a complete suite of advisory and equity-related services to clients from origination, structuring and advising to distribution, sales and trading, and global prime brokerage. During the year, we closed our acquisition of Richardson Barr, a leading Houston-based energy advisory firm specializing in acquisi- tions and divestitures in the exploration and production sector, and also acquired teams in our leveraged finance and product businesses in the U.K., as well as in our options trading and program trading businesses in the U.S. Financial performance Global Investment Banking and Equity Markets revenue decreased $197 million, or 11%, compared to the prior year. Gross underwriting and advisory revenue was down $292 million, or 35%, due to weaker equity origination and lower M&A activities, reflecting challenging market conditions in 2008, as compared to strong results in 2007. Equity sales and trading revenue increased $117 million, or 31%, mainly due to improved results in our U.S. cash equities business, while Other revenue was up $43 million, or 9%, primarily reflecting strong lending and loan syndication activity. In 2008, we advised on 117 announced M&A deals, up from 98 announced deals a year ago, with a total value of US$41 billion (2007 – $190 billion). In 2008, we led or co-led 71 equity and equity-related new issues, down from 142 in the prior year, with a total market value of $30 billion (2007 – $20 billion). Selected highlights Table 46 (C$ millions) Total revenue (1) Other information Trading-related Other (2) 2008 2007 2006 $ 1,902 $ 2,404 $ 2,553 1,028 867 1,931 454 2,154 425 (1) (2) Taxable equivalent basis. For further discussion, refer to the How we measure and report our business segments section. Other includes debt origination, municipal products, gains/losses on private equity investments, derivatives non-trading and securitization revenue. Trading-related and Other revenue (C$ millions) Other Trading-related 3,000 2,400 1,800 1,200 600 0 2006 2007 2008 Selected highlights Table 47 (C$ millions) 2008 2007 2006 Total revenue (1) Other information Gross underwriting and advisory fees Equity sales and trading Other (2) $ 1,536 $ 1,733 $ 1,417 539 492 512 831 375 469 665 283 434 (1) (2) Taxable equivalent basis. For further discussion, refer to the How we measure and report our business segments section. Other includes private equity distributions, revenue associated with our core lending portfolio and syndicated finance and the gain on the exchange of our NYSE seats for NYX shares. Gross underwriting and advisory fees, equity sales and trading, and Other revenue (C$ millions) 2,000 1,600 1,200 800 400 0 2006 2007 2008 Equity sales and trading Other Gross underwriting and advisory fees Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 73 Other Other consists of our remaining businesses including our Global Credit business, which oversees the management of our core lending port- folios and manages our non-strategic lending portfolio. Global Credit also includes our Global Financial Institutions business, which delivers innovative and creative solutions to global financial institutions includ- ing correspondent banking, treasury and cash management services. Research offers economic and securities research products to institu- tional and retail clients globally. Financial performance Revenue from Other was $497 million, an increase of $245 million over the prior year, mainly reflecting higher gains on credit derivative contracts recorded at fair value used to economically hedge our corpo- rate lending portfolio, as counterparty credit spreads widened during the period. Net income was positively impacted by the decrease in non-interest expense, which largely reflected the reduction of the Enron-related litigation provision. Corporate Support The Corporate Support segment includes our global technology and operations group, corporate treasury, finance, human resources, risk management, internal audit and other global functions. The costs related to these activities are largely allocated to the business segments, although certain activities related to monitoring and oversight of the enterprise reside within this segment. The reported results for the Corporate Support segment mainly reflect activities that are undertaken for the enterprise, and which are not allocated to the business segments, such as enterprise funding activities, and include fair value adjustments of RBC debt designated as held-for-trading, changes in the general allowance for credit losses, as well as the change in the fair value of certain derivatives used to economically hedge related risks. Also included are certain tax amounts, securitization and securities mainly held for treasury-related activities and the net charges associated with unattributed capital. In addition, the results reflect consolidation adjustments including the elimination of the teb adjustments recorded in Capital Markets related to the gross-up of income from Canadian taxable corporate dividends to their taxable equivalent value. These adjustments are recorded in net interest income and offset in the provision for income taxes. Due to the nature of activities and consolidated adjustments reported in this segment, we believe that a year-over-year trend analy- sis is not relevant. The following identifies the material items affecting the reported results in each year. Corporate Support financial highlights (C$ millions) Net interest income (1) Non-interest income Total revenue (1) Provision for (recovery of) credit losses Non-interest expense Net loss before income taxes and non-controlling interest in subsidiaries (1) Net income (loss) Securitization Total securitizations sold and outstanding (2) New securitization activity in the year (3) Other information Number of employees (full-time equivalent) Table 48 2008 2007 2006 $ $ $ $ (995) $ 358 (637) $ 47 (18) (732) $ 377 (355) $ (85) 36 (666) $ (178) $ (306) $ $ 209 (488) 178 (310) (86) 36 (260) 111 $ 19,316 6,482 $ 17,889 4,264 $ 15,836 6,142 20,794 20,349 18,348 (1) (2) (3) Taxable equivalent basis. For further discussion, refer to the How we manage and report our business segments section. These amounts included the elimination of the adjustment related to the gross-up of income from Canadian corporate dividends of $410 million in 2008 recorded in Capital Markets (2007 – $332 million, 2006 – $213 million). Total securitizations sold and outstanding comprises credit card loans and residential mortgages. New securitization activity comprises residential mortgages and credit card loans securitized and sold in the year. For further details, refer to Note 5 to our Consolidated Financial Statements. 2008 Net loss of $178 million for the year included writedowns of $397 million ($297 million after-tax) on our exposure to U.S. MBS and other securities of which $268 million related to AFS and $129 million related to HFT. For a detailed discussion regarding our writedowns, refer to the Impact of the market environment in the Financial perfor- mance section The net loss also reflected an increase in the general allowance of $145 million ($98 million after-tax) related to volume growth in our Canadian retail portfolio, weakness in our U.S. banking portfolios and a foreign currency translation adjustment related to our U.S. dollar- denominated deposits used to fund certain U.S. dollar-denominated AFS securities. These factors were partially offset by income tax amounts largely related to enterprise funding activities that were not allocated to the segments, the gain on the fair value adjustments on RBC debt desig- nated as held-for-trading of $190 million ($129 million after-tax), gains related to the change in fair value of derivatives related to certain eco- nomic hedges on our funding and gains related to securitization activity. Prior to the fourth quarter of 2008, changes in the general allow- ance were recorded in our Canadian Banking, International Banking and Capital Markets segments. For further information regarding the allocation of the general allowance, refer to the How we measure and report our business segments section. 2007 Net income of $209 million for 2007 included income tax amounts largely related to enterprise funding activities that were not allocated to the business segments and favourable income tax settlements related to prior years. These factors were partially offset by the decline in fair value related to the recognition of the ineffectiveness of hedged items and the related derivatives in hedge accounting relationships, a cumulative adjustment for losses resulting from the fair value of cer- tain derivatives that did not qualify for hedge accounting and higher capital taxes that were not allocated to the business segments. 2006 Net income of $111 million for 2006 mainly reflected income tax amounts, which were largely related to enterprise funding activities and the favourable resolution of income tax audits related to prior years not allocated to the business segments. Gains on the change in fair value of derivatives related to certain economic hedges also con- tributed to net income in 2006. These factors were partially offset by the timing of securitization activity and an amount accrued related to a leased space, which we will not occupy. 74 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Financial condition Condensed balance sheet (1) As at October 31 (C$ millions) Assets Cash and due from banks (2) Interest-bearing deposits with banks Securities Assets purchased under reverse repurchase agreements and securities borrowed Loans (net of allowance for loan losses) Other (3) Total assets Liabilities and shareholders’ equity Deposits Other (4) Subordinated debentures Trust capital securities Preferred share liabilities Non-controlling interest in subsidiaries Shareholders’ equity Total liabilities and shareholders’ equity Table 49 2008 2007 $ 11,086 20,041 171,134 44,818 289,540 187,240 $ 4,226 11,881 178,255 64,313 237,936 103,735 $ 723,859 $ 600,346 $ 438,575 242,624 8,131 1,400 – 2,371 30,758 $ 365,205 201,284 6,235 1,400 300 1,483 24,439 $ 723,859 $ 600,346 (1) (2) (3) (4) The table above represents our condensed balance sheet, which is largely measured at fair value. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at rates prevailing at the balance sheet date. Non-monetary assets and liabilities are translated into Canadian dollars at historical rates. Assets and liabilities of our self-sustaining operations with functional currencies other than Canadian dollars are translated into Canadian dollars at rates prevailing at the balance sheet date. For further details, refer to the Critical accounting policies and estimates section as well as Notes 1 and 2 to our Consolidated Financial Statements. Cash and due from banks of $11 billion is comprised mainly of operating balances with other banks, bank notes and operating balances with the Bank of Canada. As Cash and due from banks is related to operating activities in the near term, year-over-year trend analysis is not relevant. Other assets includes derivative-related amounts (2008 – $136,134 million, 2007 – $66,585 million), customer’s liability under acceptances (2008 – $11,285, 2007 – $11,786) and Goodwill (2008 – $9,977, 2007 – $4,752). For further information, refer to our Consolidated Balance Sheets. For further information, refer to our Consolidated Balance Sheets. 2008 vs. 2007 Total assets were up $124 billion, or 21%, from a year ago, largely attributable to the impact of the weaker Canadian dollar on the transla- tion of mainly U.S. dollar-denominated assets (approximately half the impact) and growth across most asset categories. The increase also reflected the impact of changes in market conditions on the fair value of derivatives, and solid loan growth, particularly in wholesale loans, Canadian residential mortgages and personal loans, partially offset by a reduction in our securities positions and a reduction in the fair value of these positions, reverse repos and securities borrowed. Interest-bearing deposits with banks increased $8 billion from the prior year, largely reflecting higher balances required for pledging assets related to trading activities due to reduced liquidity in global financial markets in the latter part of the year. The increase also reflected a shift in our portfolio mix to higher-yielding assets and the impact of the weaker Canadian dollar on the translation of foreign currency-denominated interest-bearing deposits. Securities were down $7 billion, or 4%, from a year ago, primarily due to reduced positions as a result of the continued financial market volatility and the reduction in fair values from weak market condi- tions. These factors were partially offset by the impact of the weaker Canadian dollar on the translation of mainly U.S. dollar-denominated securities and increased positions for government-guaranteed debt instruments amid the uncertainty in global financial markets. Assets purchased under reverse repurchase agreements (reverse repos) and securities borrowed decreased $19 billion, or 30%, from a year ago, reflecting reduced counterparty activity as a result of financial market volatility and lower stock borrowing activity. This was partially offset by the impact of the weaker Canadian dollar on the translation of mainly U.S. dollar-denominated reverse repos and secu- rities borrowed. Loans increased $52 billion, or 22%, from a year ago, partially due to growth in our Canadian retail loan portfolio. This growth was led by Canadian residential mortgages, which increased $10 billion, or 10%, and an increase in personal loans, mainly driven by demand for home equity lending due to the strong housing market during the beginning of the year and continued relatively low interest rates and low unemployment in Canada throughout the year. Solid growth in our wholesale loans of $26 billion, or 38%, mainly reflected continued growth in corporate lending, our acquisitions of ANB and RBTT, and higher balances required for pledging assets related to trading activities due to reduced liquidity in global financial markets in the latter part of the year. The increase in total loans also reflected the impact of the weaker Canadian dollar on the translation of U.S. dollar- denominated loans. Other assets were up $84 billion from the prior year, mainly attributable to higher fair value of derivative-related assets. This growth was primarily a result of the impact of the strengthening of the U.S. dollar, both on U.S. dollar-denominated asset balances and on foreign exchange contract positions where we were long on the U.S. dollar. The impact of the downward shift in yields on our received fixed positions, increased market volatility and the widening of credit spreads on credit protection bought also contributed to the increase. In addition, the increase reflected higher broker-dealer receivables due to higher activity resulting from increased capital market volatility and goodwill from our acquisitions of RBTT, ANB and PH&N. Total liabilities were up $117 billion, or 20%, from a year ago, largely as a result of the impact of the weaker Canadian dollar on for- eign currency-denominated liabilities. The increase was also driven by growth in deposits and increased fair value of derivative-related amounts due to market conditions that were partially offset by reduced activity from borrowed securities and repurchase agreements. Deposits increased $73 billion, or 20%, from a year ago. The growth was largely due to higher business and government deposits that were driven by the weaker Canadian dollar on the translation of mainly U.S. currency-denominated deposits and our issuances of notes and covered bonds, which are classified in deposits, to support business growth. Higher personal deposits also contributed to the increase, largely based on the strong demand for our Canadian dollar- and U.S. dollar-denominated high-interest savings accounts and strong growth in personal fixed-term deposits amid the uncertainty in global financial markets. Our ANB and RBTT acquisitions also contrib- uted to deposit growth. Other liabilities increased $41 billion, or 21%, mainly attributable to higher fair value of derivative-related liabilities. This increase was primarily due to the impact of the stronger U.S. dollar on both our U.S. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 75 dollar-denominated liabilities and foreign exchange contract positions where we were short on the U.S. dollar. The impact of the downward shift in yields on our pay fixed positions, increased market volatility, the widening of credit spreads on credit protection sold and higher broker-dealer payables, reflecting higher activity due to increased capital market volatility, also contributed to the increase. These factors were partially offset by reduced counterparty activity in bor- rowed securities and repurchase agreements, as a result of continued financial markets volatility, and a decrease in securities lending and short selling activities, partially reduced by the impact of the weaker Canadian dollar on mainly U.S. dollar-denominated borrowed securi- ties and repurchase agreements. Preferred share liabilities related to Non-cumulative First Preferred Shares Series N were redeemed during the year and was financed out of general corporate funds. Non-controlling interest in subsidiaries increased $.9 billion from last year, mainly due to $500 million of RBC Trust Capital Securities which were issued in the current year. For further information, refer to Note 17 to our Consolidated Financial Statements. Subordinated debentures increased $2 billion, or 30%, from the prior year, largely reflecting the issuances net of redemptions of subor- dinated debentures used to support business growth. Shareholders’ equity increased $6 billion, or 26%, from the prior year, largely reflecting the issuance of common shares mainly for con- sideration paid for our acquisitions of RBTT, ANB, PH&N and FBW, our current year net income and a decline in unrealized foreign currency losses in our self-sustaining foreign subsidiaries, net of our hedging activities. These factors were partially offset by dividends declared on our common shares, increased unrealized losses on our AFS portfolio and dividends declared on preferred shares during the year. Off-balance sheet arrangements In the normal course of business, we engage in a variety of financial transactions that, under GAAP, are not recorded on our balance sheet. Off-balance sheet transactions are generally undertaken for risk management, capital management and/or funding management pur- poses for our benefit and the benefit of our clients. These transactions include transactions with SPEs and issuance of guarantees. These transactions give rise to, among other risks, varying degrees of mar- ket, credit, liquidity and funding risk, which are discussed in the Risk management section. Special purpose entities SPEs are typically set up for a single, discrete purpose, have a limited life and serve to legally isolate the financial assets held by the SPE from the selling organization. They are not operating entities and usually have no employees. SPEs may be VIEs as defined by CICA AcG-15, Consolidation of Variable Interest Entities. Refer to the Critical accounting policies and estimates section and Notes 1 and 6 to our Consolidated Financial Statements for our consolidation policy and information about the VIEs that we have consolidated or in which we have significant variable interests. Pursuant to CICA Accounting Guideline 12, Transfers of Receivables (AcG-12), Qualifying SPEs (QSPEs) are legal entities that are demonstrably distinct from the transferor, have limited and specified permitted activities, have defined asset holdings and may only sell or dispose of selected assets in automatic response to specified conditions. We manage and monitor our involvement with SPEs through our Structured Transactions Oversight Committee. Refer to the Risk management section for further details. Securitization of our financial assets We periodically securitize our credit card receivables and residential mortgage loans primarily to diversify our funding sources and enhance our liquidity position. We also securitize residential and commercial mortgage loans for sales and trading activities. Gains and losses on securitizations are included in Non-interest income. Refer to Note 1 to our Consolidated Financial Statements for our accounting policy for loan securitizations. In addition to traditional securitizations where we sell our loans and receivables, we also enter into synthetic securitizations to trans- fer risks relating to selected elements of our financial assets without actually transferring the assets through the use of certain financial instruments. Credit card receivables We securitize a portion of our credit card receivables through a SPE on a revolving basis. The SPE is funded through the issuance of senior and subordinated notes collateralized by the underlying credit card receivables. The issuances are rated by at least two of Dominion Bond Rating Service (DBRS), Moody’s Investors Service (Moody’s) and Standard & Poor’s (S&P). This SPE meets the criteria for a QSPE and, accordingly, as the transferor of the credit card receivables, we are precluded from consolidating this SPE. We continue to service the credit card receivables sold to the QSPE and perform an administrative role for the QSPE. We also pro- vide first-loss protection to the QSPE in two forms. We have an interest in the excess spread from the QSPE which is subordinate to the QSPE’s obligation to the holders of its asset-backed securities. Excess spread is the residual net interest income after all trust expenses have been paid. Our excess spread serves to absorb losses with respect to the credit card receivables before payments to the QSPE’s noteholders are affected. The present value of this excess spread is reported as a retained interest within our AFS securities on our Consolidated Balance Sheets. In addition, we provide loans to the QSPE to pay upfront expenses. These loans rank subordinate to all notes issued by the QSPE. Residential mortgage loans We securitize government-guaranteed Canadian residential mortgage loans through the creation of MBS and sell a portion of these MBS as part of government auctions as well as to an independent SPE on a revolving basis. We retain interests in the excess spread on the sold MBS and service the underlying mortgages we have securitized for funding and liquidity purposes ourselves or through an independent servicer. We did not securitize any residential mortgages synthetically in 2007 and 2008. As at October 31, 2008, the notional balance of our purchased credit protection totalled $399.4 million on residential mortgages with an outstanding unamortized balance of $9.9 billion. Commercial mortgage loans We securitize commercial mortgages by selling them in collateral pools, which meet certain diversification, leverage and debt coverage criteria, to SPEs, one of which is sponsored by us. The SPEs finance the pur- chase of these pools by issuing certificates that carry varying degrees of subordination. The certificates issued by the SPE which we sponsor range from AAA to B- and are rated by any two of DBRS, Moody’s and S&P. The most subordinated certificates are unrated. The certificates represent undivided interests in the collateral pool, and the SPE which we sponsor, having sold all undivided interests available in the pool, retains none of the risk of the collateral pools. We do not retain any beneficial interests in the loans sold unless we purchase some of the securities issued by the SPEs for our own account. We are the primary servicer under contract with a third-party master servicer for the loans that are sold to our sponsored SPE. 76 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Our financial asset securitizations Table 50 As at October 31 (C$ millions) Outstanding securitized assets Residential mortgages Credit cards Commercial mortgages Total 2008 2007 $ 21,520 $ 18,384 3,650 3,727 4,120 2,325 $ 27,965 $ 25,761 Retained interests Residential mortgages Mortgage-backed securities retained (1) $ 12,342 $ Retained rights to future excess interest Credit cards Asset-backed securities purchased (2) Retained rights to future excess interest Subordinated loan receivables Commercial mortgages Asset-backed securities purchased (2) 954 26 8 699 7 5,954 414 870 27 3 12 Total $ 14,036 $ 7,280 (1) (2) All residential mortgages securitized are Canadian mortgages and are government guaranteed. Securities purchased during the securitization process. Securitization activities during 2008 During the year, we securitized $18.4 billion of residential mort- gages, of which $7.5 billion were sold and the remaining $10.9 billion (notional value) were retained. We securitized and sold $1.5 billion of credit card loans and purchased $65 million of related securities during the securitization process. We also securitized $.2 billion of commercial mortgages and purchased $9 million (notional value) of the related securities during the securitization process. Refer to Note 5 to our Consolidated Financial Statements for further details including the amounts of impaired and past due loans that we manage and any losses recognized on securitization activities during the year. Capital trusts We issue innovative capital instruments, RBC Trust Capital Securities (RBC TruCS) and RBC Trust Subordinated Notes (RBC TSNs), through three SPEs: (i) RBC Capital Trust (Trust), (ii) RBC Capital Trust II (Trust II) and (iii) RBC Subordinated Notes Trust (Trust III). We consolidate Trust but do not consolidate Trust II or Trust III because we are not the Primary Beneficiary since we are not exposed to the majority of the expected losses, and we do not have a significant interest in these trusts. As at October 31, 2008, we held residual interest of $1 million and $1 million (2007 – $1 million and $1 million) in Trust II and Trust III, respectively. We had loan receivables of $3 million (2007 – $40 million) and $30 mil- lion (2007 – $30 million) from Trust II and Trust III, respectively, and reported the senior deposit notes of $900 million and $999.8 million (2007 – $900 million and $999.8 million) that we issued to Trust II and Trust III, respectively, in our deposit liabilities. Under certain circum- stances, RBC TruCS of Trust II will be automatically exchanged for our preferred shares and RBC TSNs exchanged for our subordinated notes without prior consent of the holders. In addition, RBC TruCS holders of Trust II have the right to exchange for our preferred shares as outlined in Note 17 to our Consolidated Financial Statements. Interest expenses on the senior deposit notes issued to Trust II and Trust III amounted to $52 million and $47.2 million, respectively (2007 – $52 million and $23.6 million), during the year. For further details on the capital trusts and the terms of the RBC TruCS and RBC TSNs issued and outstanding, refer to the Capital management section and Note 17 to our Consolidated Financial Statements. Securitization of client financial assets Within Securitization Finance, our principal relationship with SPEs comes in the form of administering six multi-seller asset-backed commercial paper conduit programs (multi-seller conduits or conduits) – three in Canada and three in the U.S. We are involved in these conduit markets because our clients value these transactions, they offer us a source of revenue and they generate a favourable risk-adjusted return for us. Our clients primarily utilize multi-seller conduits to diversify their financing sources and to reduce funding costs by leveraging the value of high-quality collateral. The multi-seller conduits purchase various financial assets and finance the purchases by issuing highly rated asset-backed commer- cial paper. The main types of asset classes financed by the multi-seller conduits are credit cards, auto loans and leases, trade receivables, student loans, asset-backed securities, equipment receivables, and consumer loans. As at October 31, 2008, these asset classes com- prised 95% of our maximum exposure to loss by client asset type. Less than 1% of outstanding securitized assets comprised U.S. Alt-A or sub- prime mortgages and the securitized assets do not contain commercial mortgage loans. We do not maintain any ownership or retained interests in these multi-seller conduits and have no rights to, or control of, their assets. We provide services such as transaction structuring and administration as specified by the multi-seller conduit program docu- ments for which we receive market based fees. In addition, we provide backstop liquidity facilities and partial credit enhancements to the multi-seller conduits, as shown in Table 51. Fee revenue for all such services, which is reported in Non-interest income, amounted to $160 million during the year (2007 – $72 million). Commitments under the backstop liquidity and credit enhancement facilities are factored into our risk adjusted asset calculation, and therefore impact our regu- latory capital requirements. Our total commitment to the conduits in the form of backstop liquidity facilities and credit enhancement facilities is shown in Table 51. Liquidity and credit enhancement facilities As at October 31 (C$ millions) Backstop liquidity facilities Credit enhancement facilities 2008 2007 Notional of committed amounts Allocable notional amounts (2) Outstanding loans Total maximum exposure to loss Notional of committed amounts Allocable notional amounts (2) Outstanding loans Table 51 Total maximum exposure to loss $ 43,452 4,486 $ 37,080 4,486 $ 1,947 – $ 39,027 4,486 $ 42,567 4,185 $ 38,726 4,185 $ $ – – – $ 38,726 4,185 $ 42,911 Total (1) $ 47,938 $ 41,566 $ 1,947 $ 43,513 $ 46,752 $ 42,911 (1) (2) Represents multi-seller conduits administered by us. Based on total committed financing limit. The total committed amount of the backstop liquidity facilities and the program-wide credit enhancement facilities exceeds the amount of the total financing limit established by the conduits under the receiv- able purchase agreements. The maximum exposure to loss cannot exceed the amount of the financing limit, and therefore the maximum exposure to loss attributable to our backstop liquidity and credit enhancement facilities is less than the total committed amount of these facilities. Our maximum exposure to loss as shown in Table 51 is calculated based on the total amount we are exposed to under backstop liquidity facilities and partial credit enhancements we provide to the multi-seller conduits, and is limited to a maximum 102% of the total amount of assets purchased or committed to be purchased by the conduits plus any outstanding loans. Our maximum exposure to loss was $43.5 billion as at October 31, 2008 (2007 – $42.9 billion). The maxi- mum assets that may have to be purchased by the conduits under purchase commitments outstanding as at October 31, 2008 were $42.7 billion (2007 – $41.8 billion). Outstanding loans as at October 31, 2008 were $1.9 billion (2007 – $nil). Of the total purchase commitments outstanding, the multi-seller conduits have purchased financial assets totalling $33.6 billion as at October 31, 2008 (2007 – $29.3 billion). Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 77 Maximum exposure to loss by client asset type Table 52 As at October 31 ($ millions) Outstanding securitized assets Credit cards Auto loans and leases Trade receivables Student loans Asset-backed securities Equipment receivables Consumer loans Dealer floor plan receivables Insurance premiums Other loans Electricity market receivables Truck loans and leases Residential mortgages Corporate loans receivables Total Canadian equivalent (1) 2008 2007 (US$) (C$) Total (C$) (US$) (C$) Total (C$) $ $ $ 12,281 3,426 2,280 3,670 2,360 365 1,122 327 213 276 – 235 – – 1,494 5,390 2,302 – – 1,535 – 187 203 – 306 – 110 – $ 16,286 9,517 5,048 4,420 2,843 1,975 1,351 581 460 333 306 283 110 – $ 10,736 4,915 3,042 2,808 1,941 522 1,822 326 306 – – 495 3,822 304 984 7,514 2,259 – – 1,785 49 187 321 – 306 – 183 – $ 11,126 12,157 5,133 2,653 1,834 2,278 1,770 495 610 – 306 468 3,794 287 $ 26,555 $ 11,527 $ 43,513 $ 31,039 $ 13,588 $ 42,911 $ 31,986 $ 11,527 $ 43,513 $ 29,323 $ 13,588 $ 42,911 (1) US$ amounts converted at an exchange rate of 1.2045 (2007 – .9447) During the credit market dislocations of 2008, we continued to originate new business. At the same time, we reduced our exposure to U.S. dollar assets by U.S. $4.5 billion and to Canadian dollar assets by $2.1 billion, reduced exposure to specific asset classes, specifically U.S. residential mortgages and U.S. auto loans and leases, increased the amount of credit enhancement provided by the seller for new transactions, and increased the fees that we charge. As 74% of the assets of the multi- seller conduits are U.S. denominated assets, the total outstanding securitized assets reported in Table 52 is impacted by changes to the Canadian and U.S. exchange rate. Applying the exchange rate used in 2007, the outstanding assets would have decreased by approximately 14.7% to $36.6 billion from October 31, 2007 to October 31, 2008, rather than the 1.4% increase highlighted above. The multi-seller conduits typically purchase the financial assets as part of a securitization transaction by our clients. In these situa- tions, the sellers of the financial assets generally continue to service the respective assets and generally provide some amount of first-loss credit protection on the assets in the form of transaction-specific credit enhancements, which reduces our overall risk exposure. This credit protection could be in the form of additional assets, cash or subordination of rights to cash flows. In many cases, the amount of first-loss credit protection is the greater of a fixed amount or a multiple of recent performance measures such that if an asset’s performance deteriorates, then the amount of first-loss credit protection increases. As of September 30, 2008, the weighted averaged first loss credit protection was 35.7% of total assets, providing a coverage multiple of approximately 10 times weighted average annual expected loss rate on the client asset portfolio of 3.5%. Multiple independent debt rating agencies review all of the trans- actions in the multi-seller conduits. Transactions financed in our U.S. multi-seller conduits are reviewed by at least three ratings agencies including Moody’s, S&P and Fitch. Transactions in our Canadian multi- seller conduits are reviewed by the following four rating agencies: Moody’s, S&P, Fitch and DBRS. Each applicable rating agency also reviews ongoing transaction performance on a monthly basis and may publish reports detailing portfolio and program information related to the conduits. The commercial paper issued by each multi-seller conduit is in the conduit’s own name with recourse to the financial assets owned by each multi-seller conduit, and is non-recourse to us except through our participation in liquidity and/or credit enhancement facilities. Of total commercial paper issued by the conduits of $33.6 billion (2007 – $42.9 billion), 74% (2007 – 78%) is generally rated within the top ratings category of each rating agency and the remaining amount is rated in the second highest ratings category of each rating agency. We sometimes purchase the commercial paper issued by the conduits in our capacity as a placement agent in order to facilitate overall program liquidity. As at October 31, 2008, the fair value of our inventory was $598 million, classified as Securities – Trading. An unrelated third party (expected loss investor) agreed to absorb credit losses, up to a maximum contractual amount, that may occur in the future on the assets in the multi-seller conduits before us and the multi-seller conduit’s debt holders (multi-seller conduit first-loss position). In return for assuming this multi-seller conduit first-loss position, the expected loss investor is paid by the multi-seller conduit a return commensurate with its risk position. Moreover, each multi-seller conduit has granted to the expected loss investor material voting rights, including the right to approve any transaction prior to the multi-seller conduit purchasing and financing a transaction. We do not consolidate any of the multi-seller conduits. Our fee structure also reduces our risk exposure on the portfolio. For over 90% of the securitized assets as at October 31, 2008, funding is provided on a cost of funds plus basis, such that the cost to our clients is the sum of the conduit cost of funds plus a fee that includes the cost of allocable credit facilities and ancillary costs provided by us and other third parties. As a result, we are not exposed to the funding or spread risk on these assets that would arise in volatile markets. In 2008, certain multi-seller conduits drew down some of our backstop liquidity facilities. The outstanding loans are included in Loans – Wholesale, representing the gross loan amount before pro- visions, of $1.9 billion, representing less than 5% of outstanding securitized assets. As at October 31, 2008, allowance for loan losses on these loans totalled $65 million (2007 – $nil). Creation of credit investment products We use SPEs to generally transform credit derivatives into cash instru- ments, to distribute credit risk and to create customized credit products to meet the needs of investors with specific requirements. As part of this process, we may transfer our assets to the SPEs with an obligation to buy these assets back in the future and may enter into derivative contracts, including credit derivatives to purchase protection from these SPEs (credit protection), in order to convert various risk factors such as yield, currency or credit risk of underlying assets to meet the needs of the investors. In this role of derivative counterparty to the SPE, we also assume the associated counterparty credit risk of the SPE. These SPEs issue funded notes. In some instances, we invest in these notes. The funded notes may be rated by external rating agen- cies, as well as listed on a stock exchange, and are generally traded via recognized bond clearing systems. While the majority of the notes are expected to be sold on a “buy and hold” basis, we may occasion- ally act as market maker. Some of the SPEs also issue unfunded notes in the form of senior credit derivatives or funding commitment and we may be an investor in these unfunded notes. The investors in the funded and unfunded notes ultimately bear the cost of any payments made by the SPE as a result of the credit protection provided to us. We consolidate the SPEs in which our investments in the notes expose us to a majority of the expected losses. There are many functions required to create such a product. We fulfill some of these functions and independent third parties or 78 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis specialist service providers fulfill the remainder. Currently we act as sole arranger and swap provider for SPEs where we are involved and, in most cases, act as paying and issuing agent as well. As with all our derivatives, the derivatives with these SPEs are carried at fair value in derivative-related assets and liabilities. The assets in these SPEs amounted to $5.3 billion as at October 31, 2008 (2007 – $5.2 billion), of which $.2 billion were con- solidated as at October 31, 2008 (2007 – $.3 billion). As at October 31, 2008, our investments in the funded notes, the derivative-related receivables and the notional amounts of the unfunded notes related to the unconsolidated SPEs were $34 million (2007 – $290 million), $599 million (2007 – $829 million) and $648 million (2007 – $614 million), respectively. Structured finance In 2008, we purchased U.S. ARS from entities which funded their long-term investments in student loans by issuing short-term senior and subordinated notes. Principal and accrued interest on the student loans are largely guaranteed by U.S. government agencies. In our role as auction remarketing agent to these entities, we are under no legal obligation to purchase the notes issued by these entities in the auction process. We consolidate the entities in which our ARS investments expose us to a majority of the expected losses. As at October 31, 2008, the total assets of the unconsolidated ARS entities and the fair value of our significant investments in these unconsolidated entities were $9.2 billion (2007 – $.2 billion) and $3.4 billion (2007 – $.2 billion), respectively. As at October 31, 2008, approximately 88% of these investments were AAA rated. Interest income from the ARS investments, which is reported in Net-interest income, amounted to $93 million during the year (2007 – $2 million, 2006 – $nil). On October 8, 2008, we announced that, as part of an agreement in principle to settle with certain U.S. regulators, we will offer to pur- chase, at par, for a six-month period beginning no later than December 15, 2008, ARS held by U.S. retail brokerage clients that are qualified for the repurchase offer. Qualifying clients who sold eligible ARS below par between February 11, 2008 and October 8, 2008 will be paid the difference between par and the price of the sale. During the year, we sold some of our ARS investments into Tender Option Bond (TOB) programs, where each TOB program consists of a credit enhancement (CE) trust and a TOB trust. Each ARS sold to the TOB program is supported by a letter of credit issued by us and is financed by the issuance of floating-rate certificates to short-term investors and a residual certificate to a single third-party investor. We are the remarketing agent for the floating-rate certificates and we provide liquidity facilities to each of the TOB programs to purchase any floating-rate certificates that have been tendered but not remarketed. We do not, however, consolidate these trusts because the residual certificate holder is exposed to a majority of the variability in these trusts. The liquidity facilities and letters of credit are included in our disclosure on guarantees in Note 25 to our Consolidated Financial Statements. As at October 31, 2008, the total assets of the TOB programs related to the ARS were $1.4 billion (2007 – $nil) and the floating-rate certificates that we hold as market maker were $nil (2007 – $nil). Fee revenue for the remarketing services and the provision for the letters of credit and liquidity facilities, which is reported in Non-interest income, amounted to $3 million during the year (2007 – $nil, 2006 – $nil). In 2008, we also sold $465 million of our ARS to an unaffiliated and unconsolidated entity at fair market value. The purchase of the ARS by this entity was financed by a loan from us, and the loan is secured by various assets of the entity. We are the remarketing agent for the ARS. We provide to the entity a credit facility, certain adminis- trative services and guarantees, which are secured by cash collateral. This entity also enters into interest rate derivatives with other counter- parties who are exposed to the majority of its variability; as a result, we do not consolidate this entity. As at October 31, 2008, total assets of this entity and our maximum exposure to loss were $4.7 billion and $500 million, respectively. Fee revenue from this entity, which is reported in Non-interest income, amounted to $4.0 million during the year (2007 – $.3 million, 2006 – $nil). The interest income from the loan and the credit facility, which is reported in Net interest income, totalled $6.7 million for the year (2007 – $1.1 million, 2006 – $nil). We occasionally invest in entities in the form of loan substitute and equity investments that are part of transactions structured to achieve a desired outcome, such as limiting exposure to specific assets or risks, obtaining indirect (and usually risk mitigated) exposure to financial assets, funding specific assets, supporting an enhanced yield and meeting client requirements. These transactions usually yield a higher return or provide lower-cost funding on an after-tax basis than financing non-SPE counterparties, holding an interest in financial assets directly, or receiving on-balance sheet funding. We consolidate the entities in which our interests expose us to a majority of the expected losses. The total assets of the unconsolidated entities in which we have significant investments or loans were $3.5 billion as at October 31, 2008 (2007 – $4.8 billion). As at October 31, 2008, our total investments in and loans to these entities were $1.7 billion (2007 – $2.5 billion), which are reflected on our Consolidated Balance Sheets. Investment funds We enter into equity derivative transactions with third parties includ- ing mutual funds, unit investment trusts and other investment funds for fees to provide their investors with the desired exposure and hedge our exposure from these derivatives by investing in other funds. We consolidate the investment funds when we are exposed to a majority of the expected losses of the funds. The total assets held in the uncon- solidated funds where we have significant exposure were $1.2 billion as at October 31, 2008 (2007 – $1.6 billion). As at October 31, 2008, our total exposure was primarily related to the investments in the funds and was $349 million (2007 – $423 million). Trusts, mutual and pooled funds Our joint venture, RBC Dexia IS, provides global custody, fund and pension administration of client assets as well as the provision of shareholder services, foreign exchange, securities lending and other related services. With respect to trusteeship or custodial services for personal and institutional trusts, RBC Dexia IS has a fiduciary respon- sibility to act in the best interests of the beneficiaries of the trusts. RBC Dexia IS earns fees for providing these services, and we include 50% of these fees in our revenue, representing our share of interest in the joint venture. Refer to Note 9 to our Consolidated Financial Statements for more details. We manage assets in mutual and pooled funds and earn fees at market rates from these funds, but do not guarantee either principal or returns to investors in any of these funds. Guarantees We issue guarantee products, as defined by the CICA Accounting Guideline 14, Disclosure of Guarantees (AcG-14), in return for fees which are recorded in Non-interest income. Significant types of guaran- tee products we have provided to third parties include credit derivatives, written put options, securities lending indemnifications, backstop liquidity facilities, financial standby letters of credit, performance guar- antees, stable value products, credit enhancements, mortgage loans sold with recourse and certain indemnification agreements. In accordance with CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement, financial guarantees are recognized at inception at the fair value of the obligation under- taken in issuing the guarantee. Subsequent measurement of financial guarantees at fair value is not required unless the financial guaran- tee qualifies as a derivative. As the carrying value of these financial guarantees does not reflect our maximum potential amount of future payments, we continue to consider guarantees as off-balance sheet arrangements. Our maximum potential amount of future payments in relation to our guarantee products as at October 31, 2008, amounted to $137 billion (2007 – $152 billion). In addition, as at October 31, 2008, RBC Dexia IS securities lending indemnifications totalled $45.7 billion (2007 – $63.5 billion); we are exposed to 50% of this amount. The maximum potential amount of future payments represents the maxi- mum risk of loss if there was a total default by the guaranteed parties, without consideration of possible recoveries under recourse provi- sions, insurance policies or collateral held or pledged. As at October 31, 2008, we had $37.9 billion (2007 – $40.4 billion) in backstop liquidity facilities related to asset-backed commercial Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 79 paper programs, of which 98% (2007 – 96%) was committed to RBC-administered multi-seller conduits. Note 25 to our Consolidated Financial Statements provides detailed information regarding the nature and maximum potential exposure for the above-mentioned types of guarantee products. Retail and commercial commitments We also provide commitments to our clients to help them meet their financing needs. On behalf of our clients, we undertake written documentary and commercial letters of credit, authorizing a third party to draw drafts on us up to a stipulated amount and typically having underlying shipments of goods as collateral. We make commitments to extend credit, which represent unused portions of authorizations to extend credit in the form of loans, bankers’ acceptances or letters of credit. We also have uncommitted amounts for which we retain the option to extend credit to a borrower. These guarantees and commit- ments exposed us to liquidity and funding risks. The following is a summary of our off-balance sheet commitments. Retail and commercial commitments (1) Table 53 (C$ millions) Within 1 year 1 to 3 years Over 3 to 5 years Over 5 years Total Documentary and commercial letters of credit Commitments to extend credit and liquidity facilities Uncommitted amounts (2) $ 558 11,570 – $ – 66,520 170,780 $ – 21,314 – $ – 5,303 – $ 558 104,707 170,780 $ 12,128 $ 237,300 $ 21,314 $ 5,303 $ 276,045 (1) (2) Based on remaining term to maturity. Uncommitted amounts represent amounts for which we retain the option to extend credit to a borrower. Financial Stability Forum disclosures The Financial Stability Forum (FSF) is comprised of senior representa- tives from international financial authorities, including central banks and supervisory authorities and international financial institutions. On April 7, 2008, the FSF released its report to the G7 Ministers on recent conditions in the credit market. Key recommendations include increased disclosure around risk exposures and valuation methods, including writedowns. Our disclosures substantially comply with the FSF recommendations where they relate to areas that are significant to us. We provide specialized disclosures in the following sections of our Annual Report: • • • Financial performance – Impact of the market environment Risk management – Credit risk and Market risk Off-balance sheet arrangements • Fair valuation methods and policies, in Notes 1 and 2 to our Consolidated Financial Statements U.S. subprime and Alt-A exposures Certain activities and transactions we enter into expose us to the risk of default of U.S. subprime and Alt-A residential mortgages. Our on-balance sheet exposures to these risks are comprised mainly of holdings of RMBS, CDOs of RMBS and mortgages (whole loans), which are loans rather than securities. RMBS and CDOs of RMBS may be classified on our balance sheets as either HFT or AFS. The mortgages are carried at amortized cost. The fair value of these holdings, net of applicable hedges, is presented in the table below. Our net exposures to U.S. subprime and Alt-A comprise less than .5% of our total assets as at October 31, 2008. Net exposure to U.S. subprime and Alt-A through RMBS, CDOs and mortgages Table 54 2008 Subprime RMBS CDOs that may contain subprime or Alt-A Alt-A RMBS Total 735 $ 1,749 $ 107 $ 2,591 As at October 31 (C$ millions) Fair value of securities before hedging Fair value of securities net of hedging by rating AAA AA A BBB Below BBB- Total Fair value of securities net of hedging by vintage 2003 (or before) 2004 2005 2006 2007 Total Amortized cost of subprime/Alt-A mortgages (whole loans) Total subprime and Alt-A exposures, net of hedging Sensitivities of fair value of securities, net of hedging, to changes in assumptions 100 bp increase in credit spread (spread over the benchmark swap curve) 100 bp increase in interest rates (parallel shift upwards in the swap curve) 20% increase in default rates (default rate on the underlying mortgages held as collateral) 25% decrease in pre-payment rates (early repayment of principal on the underlying mortgages held as collateral) 80 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis $ $ $ $ 125 64 63 6 4 1,426 196 21 88 18 $ 262 $ 1,749 $ $ $ $ $ $ 33 45 168 16 – 262 293 555 $ $ $ $ 30 102 795 553 269 1,749 952 2,701 $ $ $ $ (4) $ 2 (40) $ (2) (2) (17) (18) (58) $ 2,104 $ $ $ 2,104 1,245 3,349 – – – – 93 93 – – 34 32 27 93 – 93 (2) – (2) – CDOs by collateral type net of hedging (C$ millions) CDOs fair value net of hedging by collateral type CDOs that may contain U.S. subprime or Alt-A mortgages Corporate Total CDOs net of hedging Table 55 Fair value as at October 31, 2008 $ $ 93 493 586 As shown in Table 54, changes in assumptions have relatively minor impacts on the net exposures of our U.S. subprime and Alt-A securities. The greatest impact comes from a 25% decrease in pre- payment rates, which results in a decline of 4% or less in the fair values of our U.S. subprime and Alt-A securities, net of hedging. Rising interest rates increase the cash flow available to our senior tranche of mostly floating-rate securities. Further, increases in credit spread or default rates reduce the net fair value by approximately 2% or less as most of our holdings are AAA rated or have a senior ranking in the capital structure. Of our total holdings of RMBS, holdings with a fair value of $262 mil- lion, net of hedging, may be exposed to U.S. subprime risk. Of this potential exposure, over 96% of our related holdings are rated A and above, and 48% of our related holdings were rated AAA, on a net basis as at October 31, 2008. None of these RMBS were issued within the past two years. Of our total holdings of RMBS, holdings with a fair value of $1,749 million, net of hedging, may be exposed to U.S. Alt-A risk. Of this potential exposure, over 81% of our related holdings were rated AAA as at October 31, 2008. Less than 47% of these RMBS were issued within 2006 and 2007. Of our total holdings of CDOs, holdings of $93 million, net of hedging, may be exposed to U.S. subprime or Alt-A risk. This repre- sents less than 16% of our total net unhedged positions in CDOs in which we had direct holdings, which totalled $586 million. Special purpose entities In the normal course of business, we engage in a variety of financial transactions with SPEs that are typically set up for a single, discrete purpose, often have a limited life and serve to legally isolate the finan- cial assets held by the SPE from the selling organization, which may be our customers or us. They are not operating entities and usually have no employees. Under GAAP, SPEs may or may not be recorded on our balance sheets. For a complete discussion of our off-balance sheet SPEs, refer to the Off-balance sheet arrangements section. Refer to the Critical accounting policies and estimates section and Note 6 to our Consolidated Financial Statements, for information about the VIEs that we have consolidated (on-balance sheet), or in which we have significant variable interests, but have not consolidated (off-balance sheet). Additional information about these VIEs as at October 31, 2008 is provided in the following table. Variable interest entities As at October 31 (C$ millions) Total assets (1) Maximum exposure (2) Unconsolidated VIEs in which we have significant variable interests: 2008 Total assets by credit ratings AAA and AA A BBB BB and below Not rated Table 56 Multi-seller conduits (3) Structured finance VIEs Credit investment product VIEs Investment funds Third-party conduits Other Consolidated VIEs Structured finance VIEs Investment funds Credit investment product VIEs Compensation vehicles Other (C$ millions) Unconsolidated VIEs in which we have significant variable interests: Multi-seller conduits (3) Structured finance VIEs Credit investment product VIEs Investment funds Third-party conduits Other Consolidated VIEs Structured finance VIEs Investment funds Credit investment product VIEs Compensation vehicles Other $ 42,698 15,245 2,649 1,182 734 155 $ 43,513 5,319 1,281 349 386 63 $ 22,377 9,762 981 – 431 – $ 18,982 1,293 68 – 244 – $ 1,136 – 255 – 59 – $ 62,663 $ 50,911 $ 33,551 $ 20,587 $ 1,450 $ 1,688 1,268 196 76 113 $ 3,341 $ $ 536 – 196 – – 732 $ $ 1,152 – – – – $ 1,152 $ – – – – – – $ $ $ $ 203 – 691 – – – $ – 4,190 654 1,182 – 155 894 $ 6,181 – – – – – – $ – 1,268 – 76 113 $ 1,457 Total assets (1) Maximum exposure (2) Under 1 year 1–5 years Over 5 years Not applicable Canada Other international U.S. 2008 Total assets by average maturities Total assets by geographic location of borrowers $ 42,698 15,245 2,649 1,182 734 155 $ 43,513 5,319 1,281 349 386 63 $ 17,274 27 – – 719 – $ 23,036 126 – 15 15 – $ 2,388 10,402 2,649 – – – $ – 4,690 – 1,167 – 155 $ 11,301 – – 325 734 44 $ 29,201 15,245 2,649 459 – 111 $ 2,196 – – 398 – – $ 62,663 $ 50,911 $ 18,020 $ 23,192 $ 15,439 $ 6,012 $ 12,404 $ 47,665 $ 2,594 $ 1 1,688 1,268 196 76 13 $ 3,341 $ $ – – 196 – – 196 $ $ – – – – – – $ $ 1,688 – – – 113 $ – 1,268 – 76 – $ 1,801 $ 1,344 $ – – – 76 14 90 $ – $ 1,688 600 – – 35 $ 2,323 $ 668 196 – 64 928 (1) (2) (3) Total assets and maximum exposure to loss correspond to disclosures provided in Note 6 to our Consolidated Financial Statements. Refer to Note 6 for further information on these amounts. The maximum exposure to loss resulting from significant variable interests in these VIEs consists mostly of investments, loans, liquidity facilities and fair value of derivatives. The maxi- mum exposure to loss may exceed the total assets in the multi-seller conduits, as our liquidity facilities may sometimes be extended for up to 102% of the total value of the assets in the conduits. Represents multi-seller conduits administered by us. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 81 The risk rating distribution of assets within the VIEs in the table above is indicative of the credit quality of the collateral underlying those assets while for certain VIEs, assets or underlying collateral are not rated in the categories disclosed above. Examples of assets that have not been rated include derivatives, mutual fund or hedge fund units and personal or private loans. Over 86% of assets in unconsolidated VIEs in which we have sig- nificant variable interests were rated A or above. Over 56% of assets in our consolidated VIEs were rated A or above. Both are primarily origi- nated in the U.S. with varying maturities. backstop liquidity facilities. In addition, we provide a program-wide credit enhancement facility sized at a minimum of 10% of the face amount of commercial paper outstanding. The total committed amount of the backstop liquidity facilities and the program-wide credit enhancement facility exceeds the amount of the total financing limit established by the conduits under the receivable purchase agreements. The maximum potential amount of payments or loss cannot exceed the amount of the financing limit, and therefore the maximum exposure to loss attributable to our backstop liquidity and credit enhancement facilities is less than the total committed amount of these facilities. Multi-seller conduits Multi-seller conduits that we administer comprise over 68% of the total assets of unconsolidated VIEs as at October 31, 2008, and are used primarily for the securitization of client financial assets. Our con- duit programs are administered in North America. We purchase commercial paper issued by our multi-seller conduits in our capacity as placement agent in order to facilitate the overall program liquidity. As at October 31, 2008, the fair value of our holdings was $598 million which are classified as HFT. Our variable interests in the multi-seller conduits are monitored to ensure that we are not at risk of being required to consolidate the multi-seller conduits under GAAP. We also provide backstop liquidity facilities and partial credit enhancements to the multi-seller conduits. Refer to the Off-balance sheet arrangements section for the total commitments and amounts outstand- ing under liquidity and credit enhancement facilities for the multi-seller conduits as at October 31, 2008 and 2007, and for a breakdown of the October 31, 2008 maximum exposure to loss by client asset type. For committed facilities, our multi-seller conduits purchase high credit quality financial assets primarily from our clients and finance these purchases primarily through the issuance of highly rated com- mercial paper offered on a discounted basis. For assets purchased, there are supporting backstop liquidity facilities generally equal to 102% of the financing limits established by the conduits under the receivable purchase agreements. The primary purpose of the backstop liquidity facilities is to provide an alternative source of financing in the event that our multi-seller conduits are unable to access the commer- cial paper market. We are the provider of the transaction-specific Maximum exposure to loss by client asset type As at October 31 (C$ millions) Leveraged finance by geography Canada United States Europe Leveraged finance by type Private equity ownership of infrastructure or essential services Private equity ownership of other entities As at October 31 (C$ millions) Exposure by industry Communications, media and telecommunications Consumer and industrial products Energy Non-bank financial services Healthcare Infrastructure Utilities Real estate Total Canadian non-bank-sponsored ABCP Liquidity facilities totalling $185 million, included above in the third- party conduit amounts of maximum exposure to loss, were in place to support Canadian non-bank administered conduits and remain undrawn. As at October 31, 2008, we held $2.6 million of third-party non-bank-sponsored commercial paper that is subject to the Montreal Accord (par value, or the face amount, is $10.5 million) where liquidity is contingent on a general market disruption and in which we were not a significant participant as a distributor or liquidity provider. The mar- ket for our remaining holdings remains liquid and active. For additional details on our involvement in the restructuring of non-bank-sponsored ABCP, refer to Note 25 to our Consolidated Financial Statements. Structured investment vehicles We held $108 million of normal course interest rate derivatives with structured investment vehicles (SIVs) as at October 31, 2008. We do not hold any commercial paper issued by SIVs. We do not manage any SIVs. Leveraged finance Leveraged finance comprises infrastructure finance, essential services and other types of finance. It excludes investment-grade financing and non-investment-grade financing where there is no private equity spon- sor involvement. Our total commitments, both funded and unfunded, are summarized in the following table by geography and industry, and comprise less than .6% of our total assets. Unfunded commitments 2008 Funded exposure Table 57 Total exposure $ $ $ $ $ 226 434 370 709 893 1,360 $ 935 1,327 1,730 1,030 $ 2,962 $ 3,992 $ 265 765 1,075 1,887 $ 1,340 2,652 1,030 $ 2,962 $ 3,992 $ 2008 567 993 70 234 348 1,341 387 52 $ 3,992 82 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Monoline insurance on non-subprime assets In addition to the monoline insurance described under the Impact of the market environment section, we have direct and indirect monoline insur- ance on non-subprime assets, as described in the table and text below. Direct and indirect monoline insurance (C$ millions) Financial Security Assurance Holdings Ltd. (FSA) Syncora Holdings Ltd. (Formerly XL Capital Ltd.) AMBAC Financial Group (AMBAC) Total Table 58 As at October 31, 2008 Principal/ notional Fair value $ $ 375 288 235 45 42 57 $ 898 $ 144 As shown in the table above, as at October 31, 2008, we held mono- line insurance protection of $898 million against default of the issuer or counterparty on non-subprime trading assets comprising CDOs or CLOs of corporate names and interest rate swaps. The recorded fair value as at October 31, 2008 on these monoline insurance contracts was $144 million. We also have indirect monoline insurance exposure through assets that we hold and liquidity facilities that we provide. Monoline insurers provide bond insurance for third-party originated assets that we hold, such as U.S. municipal bonds, ARS and GICs, interest rate swaps, public infrastructure bonds and collateralized GICs. In these cases, we obtain a benefit from the insurance protection. The principal/ notional value of these assets as at October 31, 2008 was $2,124 mil- lion. The majority of these assets are held in our trading book, with changes in fair value reflected in Non-interest income – Trading revenue, and the implied value of the insurance is reflected in the fair value of the asset (1). In addition, we provide liquidity facilities of $968 million to certain of our customers in respect of their bond issuance programs where monoline insurance was purchased as part of that program, of which $30.5 million was drawn as of October 3, 2008. (1) Effective August 1, 2008, we adopted the CICA Handbook reclassification amend- ments and reclassified certain financial assets out of the HFT category to the AFS category during the quarter ended October 31, 2008. By reclassifying the securities, gains or losses will no longer be recorded in net income and are recorded in OCI, and will be subject to an impairment assessment at each reporting date to determine whether any unrealized losses are an other-than-temporary impairment. For further information, refer to Note 3 to our Consolidated Financial Statements. Additional FSF disclosures The fair value of our total direct holdings of CMBS was $391 million as at October 31, 2008. Risk, capital and liquidity management Overview Risk environment Our business activities expose us to a wide variety of risks in virtu- ally all aspects of our operations. During 2008, market and economic conditions were severely impacted as credit markets deteriorated and financial markets experienced widespread illiquidity and elevated levels of volatility. Our risk profile has increased as a result of the deteriorating economic environment, negative credit quality trends and volatile markets. The shortage of liquidity in the financial markets represents a significant risk facing the global banking industry as it experiences funding shortages and an inability to value and dispose of assets. This shortage of liquidity is resulting in a change in the landscape of the global financial services industry. The slowing of economic growth and credit tightening has resulted in increasing bankruptcy rates, and deterioration in personal and business credit quality as evidenced through increased delin- quency and impaired loans. The extent of this deterioration in 2009 is still very uncertain. Stock market volatility has and will continue to result in increased market risk and losses within certain capital mar- kets businesses and investment portfolios. We manage these risks by seeking to ensure that business activi- ties and transactions provide an appropriate balance of return for the risk assumed and remain within our Risk Appetite. Our management of risk is supported by sound risk manage- ment practices and effective enterprise risk management frameworks including capital management and liquidity management. The cor- nerstone of these frameworks is a strong risk management culture, supported by a robust enterprise-wide set of policies, procedures and limits which involve our risk management professionals, business segments and other functional teams. This partnership is designed to ensure the ongoing alignment of business strategies and activities within our Risk Appetite. Risk Appetite Our Risk Appetite framework provides a structured approach to defin- ing the amount and type of risk we are able and willing to accept in the pursuit of our business objectives. The Risk Appetite framework includes: • Identification of regulatory constraints that restrict our ability to accept risk and helps us to define our Risk Capacity, which repre- sents the maximum amount and type of risk we can accept Establishment and regular confirmation of Self-Imposed Constraints and Drivers where we have chosen to limit or other- wise influence the amount of risk we undertake is defined as our Risk Appetite Translation of Risk Appetite into Risk Limits and Tolerances that guide our businesses in their risk taking activity • • • Measurement and monitoring of our Risk Profile against Risk Limits and Tolerances. Risk Capacity Regulatory Constraints Risk Appetite Self-Imposed Constraints and Drivers Risk Limits and Tolerances Risk Profile Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 83 On a quarterly basis an assessment of our Risk Profile against our Risk Appetite is reviewed by senior management. This analysis focuses on areas where our current Risk Profile may be approaching our self- imposed constraints. Board and its committees The Board of Directors provides oversight and carries out its risk management mandate through the Conduct Review and Risk Policy Committee (CR&RPC) and the Audit Committee. Our board-approved self-imposed constraints can be categorized The CR&RPC shapes and influences our risk culture and ensures as follows: • Target AA senior debt rating, which is assessed against bench- marks established by rating agencies for similarly rated banks Strong capital ratios Limited appetite for earnings volatility including the impact of provision for credit losses and writedowns Limit the potential impact of an interest rate shock within estab- lished thresholds • • • • Maintain sound and prudent management of liquidity and funding risk Low exposure to “tail events” (i.e., low probability, high adverse impact) Ensure compliance with legislative and regulatory requirements • • Risk management principles We apply the following six overarching principles in the identification, monitoring and management of risk throughout the organization: (i) Balancing risk and reward is achieved through aligning risk appe- tite with business strategy, diversifying risk, pricing appropriately for risk, mitigating risk through preventive controls and transfer- ring risk to third parties. (ii) Management of risk is shared at all levels of the organization. Business management is accountable for all risks assumed in their operations, with direction and oversight provided by Group Risk Management (GRM), GTO, and Global Functions. (iii) Effective decision-making is based on a strong understanding of risk. (iv) Avoiding all business activities that are not consistent with our values, Code of Conduct or policies. (v) Assuring that services we provide are suitable for and understood by our clients. (vi) Appropriate judgment is required throughout the organization in order to manage risk. Risk governance Our overall risk governance structure is presented below. It illustrates the roles and responsibilities of the various stakeholders. Board of Directors CR&RPC & Audit Committee C u l t u r e wnership Group Executive Group Risk Committee Supporting Risk Committees – F r a m e w o r k – D Group Risk Management & Corporate Treasury ht – Escalation – Monitoring – O Oversig Business Segments Canadian Banking Wealth Management Insurance International Banking Capital Markets Global Technology and Operations Global Functions e l e g a t i o n – A c c o u n t a b i l i t y management have risk policies, processes and controls in place to manage significant risks and ensure compliance with the Bank Act (Canada) and other relevant laws and regulations. The Audit Committee provides oversight over the integrity of the financial statements and reviews the adequacy and effectiveness of internal controls and the control environment, and ensures that poli- cies related to liquidity, funding and capital management are in place. Group Executive and Group Risk Committee Group Executive (GE) is our senior management team and is led by our President and CEO. GE has overall responsibility for our strategy and its execution by establishing the “tone at the top.” Their risk over- sight role is executed primarily through the mandate of Group Risk Committee (GRC) and the five supporting risk committees as follows: • The Asset and Liability Committee (ALCO) reviews, recommends, and approves policy frameworks pertaining to capital manage- ment, structural interest rate risk management, funds transfer pricing, liquidity and funding and subsidiary governance. The Ethics and Compliance Committee directly supports our man- agement of regulatory, compliance and reputation risk. The Policy Review Committee (PRC) acts as the senior risk approval authority relating to policies, products and services. The Structured Transactions Oversight Committee (STOC) reviews structured transactions and complex credits. The USA Corporate Governance Committee is responsible for all corporate governance matters of our U.S. operations. • • • • The GRC approves credit policies and products with significant risk implications and recommends credit transactions in excess of senior management’s authority to the Board of Directors for approval. It also reviews enterprise-wide credit reporting, significant exposures and processes, and ensures that appropriate and timely information is pro- vided to the Board of Directors on matters relating to credit risk and its management. GRM and Corporate Treasury GRM works in full partnership with our businesses to identify, assess, mitigate and monitor all forms of risk. Together with the President and CEO and other members of GE, the Chief Risk Officer (CRO) and GRM are primarily responsible for the promotion of our risk management culture. The CRO and GRM responsibilities include: • Establishing comprehensive risk identification and approval processes Establishing appropriate methodologies for risk measurement. Establishing risk controls and limits to ensure appropriate risk diversification and optimization of risk and return on both a portfolio and transactional basis • • • Monitoring risk levels and reporting to senior management and • the Board of Directors on major risks we assume or face Acting as the catalyst in defining and communicating our risk appetite. Corporate Treasury is responsible for the management, oversight and reporting of our capital position, structural interest rate risk, and liquidity and funding risks. Corporate Treasury recommends poli- cies and authorities relating to the identification, measurement and management of liquidity and funding risk through ALCO and GRC for approval by the Audit Committee. 84 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Business segments and corporate support groups The business segments, GTO and Global Functions, also have respon- sibility for the management of risk. These responsibilities include (i) accountability for their risks, (ii) alignment of business strategy with risk appetite, and (iii) identification, control and management of their risks. Risk measurement Our ability to measure risks is a key component of our enterprise-wide risk management process. Certain measurement methodologies are common to a number of risk types, while others only apply to a single risk type. While quantitative risk measurement is important, we also place reliance on qualitative factors. Our measurement models and techniques are continually subject to independent assessment for appropriateness and reliability. For those risk types that are hard to quantify, we place greater emphasis on qualitative risk factors and assessment of activities to gauge the overall level of risk in order to ensure that they are within our risk appetite. Expected loss Expected loss represents losses that are statistically expected to occur in the normal course of business in a given period of time. With respect to credit risk, the key parameters used to measure our expected loss are the probability of default (PD), loss given default (LGD) and exposure at default (EAD). These parameters are deter- mined based on historical experience, supplemented by benchmarking and updated on a regular basis, and are defined as follows: • PD: An estimated percentage that represents the probability those obligors within a specific rating grade or for a particular pool of exposures will default within a one-year period. LGD: An estimated percentage of EAD that is expected to be lost in the event of default of an obligor. EAD: An estimated dollar value of the expected gross exposure of a facility upon default of the obligor before specific provisions or partial write-offs. • • With respect to trading market risk, we use a statistical technique known as Value-at-Risk (VaR) to measure expected loss. It is a gener- ally accepted risk management concept that uses statistical models to estimate within a given level of confidence the maximum loss in market value we would experience in our trading portfolio from an adverse one-day movement in market rates and prices. For further details, refer to the Market risk section. For trading credit risk, we use a statistical model to derive a credit risk exposure profile by modeling the potential value of the portfolio of trades with each counterparty over its life, based on simulated market rates and prices, to estimate expected credit risk exposure and expected loss. The model takes into account wrong-way risk where our exposure to a particular counter- party increases as creditworthiness deteriorates, in which case we use the worst case exposure value. Unexpected loss and Economic Capital Unexpected loss is a statistical estimate of the amount by which actual losses can exceed expected loss over a specified time horizon, measured at a specified level of confidence. On an enterprise-wide basis, we use Economic Capital to estimate the unexpected loss associated with our business activities. We calculate Economic Capital by estimating the level of capital that is necessary to cover risks con- sistent with our desired solvency standard and desired debt rating. The use of Economic Capital as a risk measure enables us to assess performance on a comparable risk-adjusted basis at the transaction and portfolio levels. For further information, refer to the Capital management section. Sensitivity analysis and stress testing Sensitivity analysis and stress testing are risk measurement tech- niques which help us ensure that the risks we take remain within our risk appetite and our level of capital remains adequate. Sensitivity analysis involves varying the model inputs and assumptions to assess the impact on various risk measures. Stress testing helps us determine the potential impact of extreme market volatility and severe economic conditions on the organization. Our enterprise-wide stress testing program utilizes stress scenarios which are conservatively based on unlikely but possible adverse market and economic events. We evaluate sets of common stress scenarios with relevant input that is integrated to develop an enterprise-wide view of the impacts on our financial results and capital requirements. This program uses macroeconomic projections that are then transformed into stress impacts on various types of risk across the organization. Scenarios include shallow recession, severe recession, real estate weakness, financial sector crisis, stagflation and energy price volatility. The current economic environment is comparable to the assumptions under our shallow recession scenario. Model validation We use models to measure and manage different types of risk. We employ a holistic process whereby a model, its inputs and outputs are reviewed. This includes the data used, the logic and theoretical under- pinnings of the model, the processing component, the interpretation of the output and the strategic use of the model results. Our model valida- tion process is designed to ensure that all underlying model risk factors are identified and successfully mitigated. To ensure robustness of our measurement techniques, model validation is carried out by our risk professionals independent of those responsible for the development and use of the models and assumptions. In cases where independent validation is not internally possible (e.g., exceptionally specialized models) outside experts are hired to validate the model. Risk control Our enterprise-wide risk management approach is supported by a comprehensive set of risk controls. The controls are anchored by our Enterprise risk management framework, Risk-specific frameworks, Capital management framework and Liquidity management frame- work. These frameworks lay the foundation for the development and communication of policies, establishment of formal risk review and approval processes, and the establishment of delegated authorities and limits. The implementation of robust risk controls enables the optimization of risk and return on both a portfolio and a transactional basis. Our Enterprise risk management framework provides an overview of our enterprise-wide program for identifying, measuring, controlling and reporting on the significant risks we face. Our risk management frameworks and policies are structured into the following four levels: Risk policy architecture Level 1: Enterprise Risk Management Framework: This framework serves as the foundation of our risk-specific frameworks and policies, and sets the “tone at the top.” Level 2: Risk-Specific Frameworks: These individual frameworks elaborate on each risk type and explain the following areas: • Mechanisms for identifying, measuring, monitoring and • • reporting of risk Key policies Respective roles and responsibilities related to a spe- cific risk. Level 3: Enterprise Risk Policies: These policies are considered our minimum requirements for our business segments, GTO and Global Functions, with respect to various risk types. Level 4: Business Segments and GTO-Specific Policies and Procedures: These policies and procedures are established by the business segments and GTO to manage the risks that are unique to their operations. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 85 Level 1 Enterprise risk management framework Level 2 Credit risk framework Market risk framework Operational risk framework Capital management framework Liquidity management framework Reputation risk framework Compliance management framework Insurance risk framework Level 3 Level 4 Enterprise-wide policies e.g., Credit risk mitigation Enterprise-wide policies e.g., VaR, structural interest rate risk Enterprise-wide policies e.g., Loss event data collection Enterprise-wide policies e.g., Dividend policy Enterprise-wide policies e.g., Cash flow limits Enterprise-wide policies e.g., Code of Conduct Enterprise-wide policies e.g., Privacy, AML Enterprise-wide policies e.g., Morbidity risk Canadian Banking Wealth Management Insurance International Banking Capital Markets Global Technology and Operations Global Functions Area specific risk policy and procedures Risk review and approval processes Our risk review and approval processes are established by GRM based on the nature, size and complexity of the risk involved. In general, the risk review and approval process involves a formal review and approval by an individual, group or committee that is independent from the originator. The approval responsibilities are governed by del- egated authorities based on the following four categories: • Transactions: We strive to ensure that risk assessment processes are in place for the review and approval of all types of transac- tions, including credit transactions. Structured Transactions and Complex Credits: The STOC reviews new structured products and transactions with significant reputa- tion, legal, accounting, regulatory or tax risks. Projects and Initiatives: Documentation of risk assessment is for- malized through the requirement that each Project Appropriation Request (PAR) be reviewed and approved by GRM and Global Functions. New Products and Services: Policies and procedures for the approval of new or amended products and services are designed to ensure that our products and services are subject to a broad and robust review and approval process that fully considers asso- ciated risks, while striving to facilitate business opportunities. • • • Authorities and limits The Board of Directors, through the CR&RPC, delegates the setting of credit, market and insurance risk limits to the President and CEO, COO and CRO. These delegated authorities allow these officers to set risk tolerances, approve geographic (country and region) and indus- try sector exposure limits within defined parameters, and establish underwriting and inventory limits for trading and investment banking Credit risk Credit risk is the risk of loss associated with a counterparty’s inability or unwillingness to fulfill its payment obligations. Credit risk may arise directly from claims against a debtor or obligor, an issuer of securities or a policyholder through outstanding premiums, or indirectly from claims against a guarantor of credit obligations or a reinsurer, resulting from ceded insurance risk. We offer a wide range of credit products and services to indi- vidual and business clients within Canada, the U.S. and in numerous other countries. Core products offered include loans, residential and commercial mortgages, credit cards, lines of credit and letters of credit. Specialized credit services include asset-backed financing, margin lending, securities lending and project finance. The majority of our businesses offer credit products and services. Credit risk is also incurred through other activities not directly linked to the provision of credit products and services to clients, such as short-term investments relating to liquidity management and insurance business investment activities. Our credit offerings are a significant driver of overall business performance. The failure to effectively manage credit risk across the organization and all products, services and activities can have a direct, immediate and material impact on our earnings and reputation. The deteriorating economy, rising unemployment and tighter credit conditions negatively impacted household and business credit activities. These delegated authorities are reviewed and approved annually by the Board of Directors and the CR&RPC. GRM is responsible for establishing: • • The criteria whereby these authorities may be further delegated The minimum requirements for documenting, communicating and monitoring the use of these delegated authorities. CR&RPC must approve any transactions which exceed management’s delegated authorities. The Board of Directors through the Audit Committee approves the capital plan and risk limits for controlling liquidity and funding risk. These limits form part of our liquidity management framework and are a key risk control designed to ensure that reliable and cost-effective sources of cash are available to satisfy our current and prospective commitments, both on- and off-balance sheet. Reporting Enterprise-level risk monitoring and reporting is a critical component of our enterprise risk management program and supports the ability of senior management and the Board of Directors to effectively perform their risk management and oversight responsibilities. Internal reporting is provided via the Enterprise Risk Report on a quarterly basis with the purpose of ensuring senior management and the Board of Directors receive timely and actionable forward-looking risk reporting on significant risk issues impacting our organization. This reporting focuses on assessing the status of our current and pro- jected Risk Profile in relation to our risk appetite. External reporting is provided as required by law and other relevant regulations. Regular reporting on risks is provided to stakeholders including regulators, external ratings agencies and analysts. quality during 2008. These conditions have resulted in increased levels of impaired loans, allowance for credit losses and provision for credit losses. Within the U.S., housing value declines, a slowdown in consumer spending and turmoil in the global financial markets have negatively impacted our builder finance portfolio. Our credit risk management principles are guided by the six over- • • • arching risk management principles discussed in the Risk management principles section. In particular, the following two principles are com- plemented by the items below with respect to credit risk management. The effective balancing of risk and return is achieved through: Ensuring that credit quality is not compromised for growth Diversifying credit risks in transactions, relationships and portfolios Using our credit risk rating and scoring systems, policies and tools Pricing appropriately for the credit risk taken Applying consistent credit risk exposure measurements • • • Mitigating credit risk through preventive and detective controls. • Transferring credit risk to third parties where appropriate through approved credit risk mitigation techniques, including hedging activities and insurance coverage. 86 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis All business activities that are not consistent with our values, Code of Conduct or policies must be avoided. Such business activities include: • Direct financing of companies manufacturing equipment or material for nuclear, chemical or biological warfare, landmines or cluster bombs Financing Internet gambling businesses Granting credit to entities subject to economic sanctions Credit transactions that facilitate illegal activity or contribute to misleading financial statements or regulatory reporting Credit transactions involving undocumented agreements, disbursements or funds transfers Granting credit to a business or individual engaged in activities inconsistent with generally accepted standards of ethical behaviour in the community. • • • • • Responsibilities The PRC and the STOC support the GRC in meeting its credit man- date. The PRC approves enterprise-wide credit risk policies, new and amended business-specific credit risk policies and products with sig- nificant risk implications. STOC provides risk oversight of structured transactions and complex credits, including identification and mitiga- tion of risks, and reviews and approves products and transactions referred to it in accordance with our policies. Risk measurement Given the potential for credit risk to significantly impact our earnings, it is critical that we accurately quantify credit risk, at both the individ- ual obligor and portfolio levels. This allows us to effectively estimate expected credit losses and minimize unexpected losses in order to limit earnings volatility. We employ different risk measurement processes for our whole- sale and retail portfolios. The wholesale portfolio comprises business, sovereign and bank exposures, which include mid-size to large corporations and certain small businesses that are managed on an individual client basis. The retail portfolio is comprised of residential mortgages and personal, credit card and small business loans, which are managed on a pooled basis. This categorization of exposures is consistent with Basel II, which require banks to disclose their expo- sures based on how they manage their business and risks. In measuring credit risk under Basel II, two principal approaches are available: Advanced Internal Ratings Based (AIRB) and Standardized. Most of our credit risk exposure is measured under the AIRB Approach. Under the AIRB Approach, we use our own estimates of the three key parameters (PD, LGD, EAD) based on historical experience from internal credit risk rating systems in the derivation of risk-weighted assets in accordance with supervisory standards. Credit risk rating systems are designed to assess and quantify the risk inherent in credit activities in an accurate and consistent manner. Under the Standardized Approach, used primarily for RBC Dexia IS, RBC Bank (USA) and our Caribbean banking operations, risk weights prescribed by OSFI are used to calculate risk-weighted assets for credit risk exposures. Credit assessments by OSFI-recognized external credit rating agencies of S&P, Moody’s, Fitch Ratings (Fitch) and DBRS are used to risk-weight our sovereign and bank expo- sures based on the standards and guidelines issued by OSFI. For our business and retail exposures, we use the standard risk weights pre- scribed by OSFI. Wholesale credit portfolio The wholesale credit risk rating system is designed to measure and identify the risk inherent in our credit activities in an accurate and con- sistent manner along two dimensions. In the first dimension, each obligor is assigned a borrower risk rating (BRR), which reflects an assessment of the credit quality of the obligor. Each BRR has PD assigned to it. This PD is an estimate of the probability that an obligor with a certain BRR will default within a one-year time horizon. The BRR differentiates the riskiness of obligors and represents our evaluation of the obligor’s ability and willingness to meet its contractual obligations despite adverse or stressed busi- ness conditions, troughs in the business cycle, economic downturns or unexpected events that may occur. The assignment of BRRs is based on the evaluation of obligors’ business risk and financial risk based on fundamental credit analysis supplemented by quantitative models. Our rating system is largely consistent with that of external rat- ing agencies. The following table provides a mapping of our 22-grade internal risk ratings compared to ratings by external rating agencies. Internal ratings map Table 59 Ratings 1 to 4 5 to 7 Standard & Moody’s Investor Poor’s (S&P) Service (Moody’s) Description AAA to AA- Aaa to Aa3 A+ to A- A1 to A3 Investment Grade 8 to 10 BBB+ to BBB- Baa1 to Baa3 11 to 13 BB+ to BB- Ba1 to Ba3 14 to 16 B+ to B- B1 to B3 Non-investment Grade 17 to 20 CCC+ to CC Caa1 to Ca 21 to 22 C to D C to Bankruptcy Impaired/Default In the second dimension, LGD represents the portion of EAD expected to be lost when an obligor defaults. LGD rates are largely driven by fac- tors such as seniority of debt, collateral security, client type, and the industry in which the obligor operates. EAD represents an estimate of the expected gross exposure of a credit facility at the time of default of the obligor. At default, the obligor may have drawn the facility fully or have repaid some of the principal. We estimate EAD based on the outstanding portion and an estimated amount of the undrawn portion that is expected to be drawn at the time of default. The estimation of these parameters represents a critical part of our credit rating system. It is a process of quantifying the risk associated with obligors and the related facilities by estimating and assigning values to the parameters. Parameter estimations are based on historical internal experience and are benchmarked to external data where applicable. While PD is used at the obligor level, LGD and EAD are estimated for the various credit facilities under that obligor. These ratings and risk measurements are used in the determination of our expected losses, unexpected losses as well as economic and regula- tory capital. They are also used in the setting of risk limits, portfolio management and product pricing. Our wholesale credit risk rating sys- tem is reviewed and updated on a regular basis to ensure its accuracy and consistency. Retail credit portfolio Credit scoring is the primary risk rating system for assessing obligor and transaction risk for retail exposures. Credit scoring is employed in the acquisition of new clients (acquisition scoring) and portfolio man- agement of existing clients (behavioural scoring). Acquisition scoring models, which are used for underwriting purposes, utilize established statistical methods of analyzing new applicant characteristics and past performance to estimate future credit performance. In model development, all accessible sources of data are used and include information obtained from the client such as employment status, data from our internal systems such as loan infor- mation and information from external sources such as credit bureaus. Behavioural scoring is used in the ongoing management of retail clients with whom we have an established relationship. It utilizes statistical techniques that capture past performance to predict future behaviour and incorporate information, such as cash flow and bor- rowing trends, as well as the extent of our relationship with the client. The behavioural risk score is dynamic and is generally updated on a Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 87 monthly basis to continually re-evaluate the risk. Characteristics used in behavioural scoring models are based on information from existing accounts and lending products for each client, and from information obtained from external sources, such as credit bureaus. For overall portfolio management, retail exposures are assessed on a pooled basis, with each pool consisting of exposures that pos- sess similar homogeneous characteristics. Pooling of exposures allows for more precise and consistent estimates of default and loss characteristics. Criteria used to pool exposures for risk quantification include behavioural score, product type (mortgage, credit cards, lines of credit and installment loans), collateral type (chattel, liquid assets and real estate), the time that the account has been on book, and the delinquency status (performing, delinquent and default) of the expo- sure. Regular monitoring and periodic adjustments and alignments are conducted to ensure that this process provides for a meaningful differentiation of risk. It also allows the grouping of homogeneous exposures from a risk perspective and permits accurate and consistent estimation of loss characteristics at the pool level. Migration between the pools is considered when assessing credit quality. The pools are also assessed based on the following parameters: PD, LGD and EAD. The estimation of these parameters takes into account borrower and transaction characteristics, including behav- ioural credit score, product type and delinquency status. The LGD is estimated based on transaction-specific factors, including product and collateral types. Our risk ratings are reviewed and updated on a regular basis. The following table maps PD bands to various risk levels: Internal ratings map Table 60 PD bands 0.0%–1.0% 1.1%–6.4% 6.5%–99.99% 100.00% Description Low Risk Medium Risk High Risk Impaired/Default Validation Our credit risk rating systems and methodologies are subject to independent validation on a regular basis. The validation processes provide support for assuring confirmation that our systems properly identify factors that help differentiate risk, appropriately quantify risk, produce measures of risk that respond to changes in the macroeco- nomic and credit environments, and are consistent with regulatory requirements and our ratings philosophy. Those responsible for per- forming validation activities are functionally separate from the groups whose methodologies and processes are subject to validation. We ensure that there is proper separation of responsibility between groups responsible for performing validation activities and groups whose methodologies and process are subject to validation. Validation results and conclusions are also reviewed by Internal Audit Services on a regular basis. The validation of the risk parameter estimation process for both wholesale and retail portfolios includes the examination and assess- ment of the following: • Quantification methodologies and processes, as well as the rea- sonableness of outputs Relationship between historical experience and internally derived parameter values that incorporate estimators’ expert judgment and external benchmarking Sufficiency of data observations, the appropriateness of data sources and data segmentation Statistical significance and predictive power of the estimated val- ues. Levels of tolerance are defined and mapped against actual results, with deviations explicitly noted. • • • A combination of quantitative (statistical) and qualitative (non- statistical) validation methods are employed to ensure that our credit risk rating system is valid. At a minimum, we adopt the following tech- niques intended to ensure that the validation process: • Examine relevant and material data available from internal and external sources to establish a context for assumptions, calcula- tions and outputs Demonstrate that estimates are grounded in historical experience Provide reasonable predictors of future default and loss. • • Detailed validation reports are produced for the assessment of risk rating methodology and risk parameter estimation. Economic Capital Economic Capital which serves as management’s estimate of the amount of equity required to underpin our risks is used in risk-based pricing decisions and profitability measurement to ensure an appro- priate risk and return balance. Within our wholesale credit portfolio, it is also used in setting single-name and industry limits in order to manage concentration risk. For further details, refer to the Capital management section. Sensitivity and stress testing Sensitivity testing and stress scenario analysis are used to estimate the capital impacts and financial losses we might expect to occur under stress situations. While unexpected losses are, by nature, difficult to quantify, we use stress testing to better understand and mitigate the potential for unexpected credit losses. These activities serve to alert management to implications for overall capital ade- quacy. Scenarios such as economic or industry downturns are chosen on the basis of being meaningful, representative of plausible events or circumstances, and calibrated to feature a range of severities. Stress testing is one component of our internal capital adequacy assessment process (ICAAP) analysis. Refer to the Capital management section for further details on ICAAP. Risk control Our enterprise-wide credit risk policies are developed, communi- cated and maintained by GRM. These policies set out the minimum requirements for the prudent management of credit risk in a variety of transactional and portfolio management contexts. Credit risk policies Our credit risk policies have evolved over many years as the organiza- tion has grown in geographic scope and product complexity. They have been refined based on experience, regulatory influences and innovations in risk management, and they are managed under six major categories as follows: • Credit Risk Assessment includes policies related to credit risk analysis, risk rating, risk scoring, and trading credit Credit Risk Mitigation includes credit structuring, collateral and guarantees Credit Risk Approval includes credit risk limits and exceptions. Credit Documentation focuses on documentation and administration Credit Review and Deterioration includes monitoring and review. Credit Portfolio Management includes portfolio management and risk quantification. • • • • • Approval of credit products and services Our products and services are subject to robust risk review and approval processes. Proposals for new and amended credit products and services are comprehensively reviewed and approved under a risk assessment framework. A risk assessment is used to articulate the risk level of the proposal to determine the level of risk approval required. For proposals with significant risk implications, approval by the PRC is required. 88 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Credit risk limits Limits are used to ensure our portfolio is well diversified and within our risk appetite as approved by the Board of Directors. Our credit limits are established at the following levels to ensure adequate diver- sification and to reduce concentration risk: • • • • • Single-name limits Underwriting risk Geographic (country and region) limits Industry sector limits Product and portfolio limits To ensure that single-name credit risk exposure remains well under regulatory threshold, and concentration risk is prudently managed, we have established (i) internal single-name credit risk exposure limits as a percentage of total capital, which are lower than that required by OSFI, and (ii) a broader and more conservative definition of single-name credit risk exposure than that used by OSFI. These controls provide a significant buffer between our exposure tolerances and those of our regulators. Exceptions are monitored by GRM and reported to the CRO, with requisite reporting to the CR&RPC in accor- dance with its mandate. Credit risk mitigation We seek to mitigate our exposure to credit risk through a variety of means, including structuring of transactions, collateral and credit derivatives. The policies and processes that are in place regarding the monitoring of the effectiveness of our credit risk mitigation are dis- cussed below. Structuring of transactions Proper structuring of a credit facility is a key factor in mitigating risk at the transaction level and often includes the use of guarantees, secu- rity, seniority and covenants. We use credit policies and procedures to set out requirements for structuring transactions. Product-specific guidelines set out appropriate product structuring as well as client and guarantor criteria. The third-party guarantors that we deal with are primarily sovereign-sponsored agencies. Collateral For most of our credit products and services, we generally require obligors to pledge collateral as security when we advance credit. This provides some protection in case of default. Real estate, liquid assets, cash, bonds and government securities are examples of the collateral securities we accept. The extent of risk mitigation provided by collat- eral depends on the amount, type and quality of the collateral taken. Specific requirements relating to collateral valuation and management are documented in our credit risk management policies. Credit derivatives Credit derivatives are used as a tool to mitigate industry sector con- centration and single-name exposure. Procedures are in place to ensure these economic hedges are efficient and effective. The counter- parties that we transact with are typically investment-grade banks and non-bank financial institutions. All derivative transactions supported by collateral are docu- mented using industry-standard master agreements. Internal policies have been developed for each jurisdiction in order to ensure the legal enforceability of the collateral arrangements. Cash and securi- ties held as collateral are held by us or by our authorized custodian. Concentration within the collateral taken is minimal. Credit valuation adjustments are made for derivative transac- tions, which are exposed to changes in counterparty credit quality. Credit valuation adjustments are calculated at least once a month using internal models under a GRM-approved methodology, which consist of sophisticated mathematical algorithms. The reasonableness of the level of valuation adjustments is independently verified on a monthly basis. Netting is a technique that can reduce credit exposure from derivatives and is generally facilitated through the use of master net- ting agreements. A master netting agreement provides for a single net settlement for all financial instruments covered by the agreement in the event of default on, or termination of, any one contract with the counterparty. Our trading units provide GRM with relevant details of outstanding transactions, including itemized fair value data. This data is used to monitor the amount of netting benefit recognized. For fur- ther details, refer to Note 7 to our Consolidated Financial Statements. Reporting GRM provides a number of enterprise-level credit risk reports to senior management and the Board of Directors so as to ensure that shifts in our credit risk exposure or negative trends in our credit profile are highlighted and appropriate actions can be taken where necessary. An Enterprise Risk Report is distributed to the Board of Directors, Group Risk Committee and senior executives on a quarterly basis. The report provides an overview of our risk profile, including trending information and significant risk issues. It also includes analysis of sig- nificant shifts in exposures, expected loss, Economic Capital and risk ratings. Large exposures subject to credit policy exceptions, as well as significant counterparty exposure and downgrades, are also reported. Analysis is provided on a portfolio and industry basis and includes the results of stress testing and sensitivity analysis. Separate business-specific reports are also provided to senior management, who monitor the credit quality of their respective portfo- lios and emerging industry or market trends. Gross credit risk exposure Gross credit risk exposure is categorized into lending-related and other, and trading-related. Lending-related and other credit risk exposure comprises out- standing loans and acceptances, undrawn commitments as well as other exposure, including contingent liabilities such as letters of credit and guarantees, and AFS debt securities. For undrawn commitments and contingent liabilities, gross exposure represents an estimated por- tion of the contractual amount that is expected to be drawn at the time of default of an obligor. For further details on the valuation of loans and acceptances and contingent liabilities, refer to Notes 1, 2 and 25 to our Consolidated Financial Statements. Trading-related credit risk exposure consists of repo-style transactions, which include repurchase and reverse repurchase agreements and securities lending and borrowing transactions, as well as over-the-counter derivatives. For repurchase and reverse repurchase agreements, gross exposure represents the amount at which securities were initially sold or acquired. For securities lending and borrowing transactions, gross exposure is the amount at which securities were initially loaned or borrowed. For over-the-counter derivatives, the gross exposure amount represents the credit equiva- lent amount, which is defined by OSFI as the replacement cost plus an add-on amount for potential future credit exposure. For more information on repurchase and reverse repurchase agreements and derivative-related credit risk, refer to Notes 1, 7 and 29 to our Consolidated Financial Statements. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 89 Credit risk exposure by portfolio and sector Table 61 Lending-related and other Trading-related 2008 As at October 31 (C$ millions) Residential mortgages (5) Personal Credit cards Small business (6) Retail Business (7) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (8) Sovereign (9) Bank (10) Wholesale Total exposure Loans and acceptances Outstanding $ 122,991 60,727 8,933 2,804 Undrawn commitments $ 2 42,462 19,933 2,265 Other (1) Repo-style transactions (2) Over-the- counter derivatives (3) Total exposure (4) $ $ – 67 – 49 – – – – – $ $ – – – – – $ 122,993 103,256 28,866 5,118 $ 260,233 $ 195,455 $ 64,662 $ 116 $ $ $ 5,305 3,999 7,389 8,146 8,788 1,152 5,033 3,947 22,978 3,206 4,239 25,623 2,496 5,284 409 1,856 2,085 8,371 5,212 523 2,177 1,206 3,406 3,026 2,026 6,357 2,548 4,308 $ 18 137 396 2,443 4,589 101 323 542 1,428 296 569 10,100 10,749 57,793 $ – 20 – 1 49,463 7 – 69 7 – – 1,661 2,784 61,675 $ 54 507 502 1,801 18,241 122 306 962 397 490 865 10,710 17,824 34,171 $ 5,786 6,519 10,372 20,762 86,293 1,905 7,839 6,726 28,216 7,018 7,699 54,451 36,401 163,231 $ 107,585 $ 43,510 $ 89,484 $ 115,687 $ 86,952 $ 443,218 $ 303,040 $ 108,172 $ 89,600 $ 115,687 $ 86,952 $ 703,451 (1) (2) (3) (4) (5) (6) (7) (8) Includes contingent liabilities such as letters of credit and guarantees, and AFS debt securities. Includes repurchase and reverse repurchase agreements and securities borrowing and lending transactions. Credit equivalent amount after factoring in master netting agreements. Total exposure represents exposure at default, which is the expected gross exposure upon the default of an obligor. This amount is before any specific allowances and does not reflect the impact of credit risk mitigation. Exposure under Basel II asset classes of qualifying revolving retail and other retail are largely included within Personal and Credit cards, while home equity lines of credit are included in Personal. Includes certain synthetic mortgage securitizations. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. The Lending-related and other credit risk exposure of our Other business sector within the Wholesale portfolio comprises: (i) for Outstanding loans and acceptances: other services $10.9 billion, financing products $4.9 billion, holding and investments $4.6 billion, health $2.5 billion and other $2.7 billion; (ii) for Undrawn loans and acceptances commitments: other services $3.7 billion, health $.9 billion, holding and investments $.7 billion, financing products $.6 billion and other $.4 billion; and (iii) for Other lending-related: other services $2.2 billion, financing products $.7 billion, holding and investments $.6 billion and other $6.5 billion. The Trading-related credit risk exposure of our Other business sector within the Wholesale portfolio comprises: (i) for Repo-style transactions: other services $.4 billion, holding and investments $.3 billion, financing products $.1 billion and other $.8 billion; and (ii) Over-the-counter derivatives: financing products $5.4 billion, other services $1.7 billion and other $3.5 billion. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. (9) (10) Bank refers primarily to regulated deposit-taking institutions and securities firms. 2008 As at October 31, 2008, our gross credit risk exposure was $703 billion, with most of our exposure related to loans and accep- tances and repo-style transactions. Retail credit risk exposure was $260 billion, or 37%, of our total exposure. Our largest retail exposure was in residential mortgages and personal loans. Wholesale credit risk exposure was $443 billion, or 63%, of our total exposure. Our largest wholesale exposure was in the bank portfolio and the Non-bank financial services sector, with which we transact the majority of our repo-style transactions and over-the-counter derivative trades. Our credit portfolio remained well diversified across all geo- graphic regions. The majority of our exposure was in Canada, followed by Other international and the U.S. 90 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Loans and acceptances by portfolio and sector Table 62 2008 2007 2008 vs. 2007 Increase (decrease) (C$ millions) Residential mortgages (1) Personal Credit cards Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (4) Sovereign (5) Bank (6) Wholesale Total loans and acceptances (7) Total allowance for loan losses $ 122,991 60,727 8,933 2,804 $ 109,745 48,743 8,322 2,652 $ 13,246 11,984 611 152 $ 195,455 $ 169,462 $ 25,993 $ $ 5,305 3,999 7,389 8,146 8,788 1,152 5,033 3,947 22,978 3,206 4,239 25,623 2,496 5,284 $ 5,367 3,285 5,206 7,632 6,959 1,349 4,119 2,301 19,187 2,423 2,656 17,583 932 2,754 (62) 714 2,183 514 1,829 (197) 914 1,646 3,791 783 1,583 8,040 1,564 2,530 $ 107,585 $ 81,753 $ 25,832 $ 303,040 $ 251,215 $ 51,825 $ (2,215) $ (1,493) $ (722) 12% 25% 7% 6% 15% (1)% 22% 42% 7% 26% (15)% 22% 72% 20% 32% 60% 46% 168% 92% 32% 21% (48)% 20% Total loans and acceptances, net of allowance for loan losses $ 300,825 $ 249,722 $ 51,103 (1) (2) (3) (4) (5) (6) (7) Includes certain synthetic mortgage securitizations. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Other in 2008 related to other services $10.9 billion, financing products $4.9 billion, holding and investments $4.6 billion, health $2.5 billion, and other $2.7 billion. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Total loans and acceptances does not reflect the impact of credit risk mitigation. Basel II asset classes of qualifying revolving retail and other retail are largely included within Personal and Credit cards, while home equity lines of credit are included in Personal. Loans and acceptances outstanding portfolio analysis 2008 vs. 2007 During 2008, our portfolio remained diversified and continued to show solid growth. Total loans and acceptances increased $52 bil- lion, or 21%, compared to the prior year, reflecting growth in both our retail and wholesale loan portfolios. The favourable impact of the weaker Canadian dollar on the translation of U.S. dollar-denominated loans and acceptances into Canadian dollars also contributed to the increase. Retail credit portfolio Retail loans increased $26 billion, or 15%, from a year ago, largely due to portfolio growth in residential mortgages and personal loans. Our acquisitions of RBTT and ANB accounted for $4 billion of this growth. Residential mortgages were up $13 billion, or 12%, primarily in Canada, as housing market activity remained strong throughout most of the year. Acquisitions of RBTT and ANB accounted for $2 billion of the increase. Personal loans increased $12 billion, or 25%, largely attribut- able to growth in home equity lending in Canada. Acquisitions of RBTT and ANB accounted for $2 billion of this increase. Credit card loans increased $.6 billion, or 7%. Wholesale credit portfolio Wholesale loans and acceptances were up $26 billion, or 32%, from the prior year, primarily reflecting portfolio growth. Our RBTT and ANB acquisitions also contributed $8 billion to the increase. Other increased by $8 billion, or 46%, spread across several sub sectors. Our Real estate and related exposure increased $3.8 billion, or 20%, largely attributable to our ANB acquisition and the impact of the weaker Canadian dollar on the translation of our U.S. dollar- denominated loans. The rest of the increase was spread across other areas such as Bank, Consumer goods and Non-bank financial services. The overall mix of our portfolio did not change significantly from the prior year although retail loans decreased 3% while wholesale loans and acceptances increased by the same amount. The portfolio remained well balanced among residential mortgages comprising 40%, wholesale loans of 36%, personal loans of 20%, credit cards of 3% and small business of 1%. The portfolio grew across all geographic regions. The largest increase was in Canada, with growth predominately in the Retail portfolio. Growth in the Business portfolio accounted for most of the increase in the U.S. and Other international. For further details, refer to Table 83 in the Additional financial information section. Total loans and acceptances by credit portfolio (C$ billions) 300 240 180 120 60 0 2004 2005 2006 2007 2008 Wholesale Small business treated as retail Credit cards Personal Residential mortgages Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 91 Five-year trend Over the last five years, total loans and acceptances have largely trended upward. Compared to 2004, our portfolio increased $124 billion, or 70%. Retail loans have increased $68 billion, or 54%, since 2004, largely reflecting strong growth in Canada across all categories, par- ticularly residential mortgages and personal loans, notwithstanding mortgage and credit card securitizations over the period. This growth reflected our continued focus on strengthening our leadership posi- tion in most major product categories, underpinned by a fairly benign market environment through most of this period, although the economy weakened in the latter part of 2008. Growth in the U.S. and Other inter- national was primarily driven by our acquisitions of RBTT and ANB. Our Wholesale portfolio has increased $56 billion, or 109%, since 2004. While there was broad-based growth in all sectors, the largest growth sectors were in Real estate and related, Other, Non-bank financial services and Energy. The increase in Real estate and related exposure over the period was largely due to relatively strong North American housing markets through to the early part of 2007 in the U.S. and the latter part of 2008 in Canada. Our exposure to Other services increased largely due to growth in the Business services, Entertainment/Recreation/Restaurants and Non-profit organizations subsectors. The increase in exposure to the Energy sector was largely attributable to increased investments in oil and gas exploration and production as well as oil refining, marketing and distribution activities in Canada and the U.S. Our exposure to Non-bank financial services increased over the period, primarily driven by growth in Funds and trusts, as a result of RBC Dexia IS, and the Consumer and commercial finance subsectors, primarily in the U.S. and Other international. Compared to 2004, our portfolio mix has shifted, reflecting the growth in our Wholesale portfolio. Retail loans decreased from 71% of total loans and acceptances in 2004 to 64% in 2008, while Wholesale loans increased correspondently over the period. For further details, refer to Tables 83 and 84 in the Additional financial information section. Our portfolio in Canada continued to grow over the period, under- pinned by our Client First philosophy and by enhancing the quality and breadth of our products and services as well as expanding and upgrading of our distribution network to better serve our clients. Our exposure in the U.S. and Other international has trended upward, par- ticularly in recent years, reflecting our expansion activities as well as organic growth. Credit derivatives Credit derivatives are over-the-counter contracts that transfer credit risk related to an underlying financial instrument from one counter- party to another. We purchase and sell credit protection for both trading and other than trading purposes. We are exposed to counter- party credit risk when we purchase credit protection or the derivative has a positive fair value. As with other derivatives, we use collateral and master netting agreements for managing counterparty credit risk and these contracts are subject to the same credit approval, limit and monitoring standards used for managing other credit risk. For a more detailed description of the types of credit derivatives we enter into and how we manage the related credit risk, refer to Note 7 to our Consolidated Financial Statements. Trading credit derivatives The majority of our credit derivative-related positions are entered into for trading purposes. These trading positions are generally equally split between purchased and sold protection. Our trading activities are conducted in association with market-making, positioning and manag- ing certain trading-related credit risk. Over 98% of our net exposures are with investment-grade counterparties. For a summary of significant market developments during the year affecting certain trading credit derivative positions purchased from monoline insurers, refer to the Impact of the market environment in the Financial performance section. Trading credit derivatives (1) Table 63 As at October 31 (C$ millions) Notional amount Protection purchased Protection sold Fair value (2) Positive Negative Replacement cost (3) 2008 2007 2008 vs. 2007 Increase (decrease) $ 140,010 $ 202,733 $ (62,723) 190,514 (57,999) 132,515 (31)% (30)% 16,456 15,344 5,607 10,416 9,375 3,340 6,040 5,969 2,267 58% 64% 68% (1) (2) (3) Comprises credit default swaps. Gross fair value before netting. Replacement cost is after netting but before collateral. 2008 vs. 2007 The total notional value of trading credit derivatives was down $121 billion, or 31%, from a year ago. The decrease largely reflected the strategic reduction in positions supporting structured transactions during 2008. Total gross Positive and Negative fair value were each up $6 billion from last year, while the Replacement cost increased $2 billion from a year ago. These amounts increased despite a reduc- tion in positions, largely due to the continued widening of credit spreads during the year and the depreciation of the Canadian dollar compared to the U.S. dollar in the latter part of 2008. Other than trading credit derivatives We also purchase and sell credit derivatives for other than trading purposes in order to manage our overall credit portfolio. To mitigate industry sector concentrations and single-name exposures related to our credit portfolio, we purchase credit derivatives to transfer credit risk to third parties. We also sell credit protection in order to diversify our portfolio. Our credit protection sold does not constitute a material portion of our overall credit exposure. The notional amount of other than trading credit derivatives represents the contract amount used as a reference point to calculate payments. Notional amounts are generally not exchanged by the counterparties, and do not reflect our exposure at default. None of these contracts are with monoline insurers nor related to U.S. subprime-related assets. 92 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Other than trading credit derivatives position (notional amount and fair value) (1) Table 64 (C$ millions) Notional amount Business Automotive Energy Non-bank financial services Mining and metals Real estate and related Technology and media Transportation and environment Other (2) Sovereign (3) Bank (4) Net protection purchased Offsetting protection sold related to the same reference entity Gross protection purchased Net protection sold (5) Offsetting protection purchased related to the same reference entity Gross protection sold Gross protection purchased and sold (notional amount) Fair value (6) Positive Negative 2008 2007 2008 vs. 2007 Increase (decrease) $ $ $ $ $ $ $ 473 363 379 590 136 10 224 439 294 259 3,167 – 3,167 147 – 147 3,314 400 15 $ $ $ $ $ $ $ 379 957 1,161 591 413 10 335 472 220 731 5,269 261 5,530 186 261 447 5,977 36 30 $ $ $ $ $ $ $ 94 (594) (782) (1) (277) – (111) (33) 74 (472) (2,102) (261) (2,363) (39) (261) (300) (2,663) 25% (62)% (67)% – (67)% – (33)% (7)% 34% (65)% (40)% (100)% (43)% (21)% (100)% (67)% (45)% 364 (15) n.m. (50)% Comprises credit default swaps. Other in 2008 related to consumer goods $39 million, health $12 million and other $388 million. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Protection sold as at October 31, 2008 related to consumer goods $81 million and other $66 million (2007 – consumer goods $67 million and other $119 million). Gross fair value before netting. (1) (2) (3) (4) (5) (6) n.m. not meaningful 2008 vs. 2007 The gross notional value of other than trading credit derivatives was down $2.7 billion, or 45%, from a year ago, primarily reflecting the strategic reduction of positions and the maturing of contracts. Total protection purchased was down $2.4 billion, or 43%, from the prior year. The decrease was mainly due to the strategic reduction of posi- tions related to Non-bank financial services, Energy, Bank, and Real estate and related, and Transportation and environment. This reduc- tion was partially offset by an increase in exposure to Sovereign and Automobile. Total protection sold was down $300 million, or 67%, from the prior year, mainly related to a strategic reduction in positions. Total gross Positive fair value increased $364 million from the prior year, largely related to the continued widening of credit spreads and the depreciation of the Canadian dollar compared to the U.S. dol- lar in the latter part of 2008. Total gross Negative fair value was down $15 million, or 50%, from a year ago, largely related to the maturing of contracts. Gross impaired loans and Allowance for credit losses Loans are generally classified as impaired when there is no longer rea- sonable assurance of timely collection of the full amount of principal or interest. The allowance for credit losses is maintained at a level that management believes is sufficient to absorb probable losses in both the on- and off-balance sheet portfolios. The allowance is evaluated on a quarterly basis based on our assessment of problem accounts, recent loss experience and changes in other factors, including the composition and quality of the portfolio and economic conditions. The allowance is increased by the provision for credit losses (which is charged to income) and decreased by the amount of write-offs net of recoveries. For further information, refer to the Critical accounting poli- cies and estimates section and Note 1 to our Consolidated Financial Statements. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 93 Gross impaired loans continuity (C$ millions, except percentage amounts) Gross impaired loans, beginning of year Retail Wholesale New impaired loans Retail Wholesale Repayment, return to performing status, sold and other Retail Wholesale Net impaired loan formations Retail Wholesale Write-offs Retail Wholesale Gross impaired loans, end of year Retail Wholesale Total gross impaired loans Key ratios Gross impaired loans as a % of loans and acceptances Total net write-offs as a % of average net loans and acceptances n.m. not meaningful Allowance for credit losses continuity (C$ millions, except percentage amounts) Specific allowance Balance, beginning of year Provision for credit losses Write-offs Recoveries Adjustments Specific allowance for credit losses, end of year General allowance Balance, beginning of year Provision for credit losses Adjustments General allowance for credit losses, end of year Allowance for credit losses n.m. not meaningful 2008 2007 2008 vs. 2007 Increase (decrease) Table 65 $ 388 730 1,118 $ 1,263 2,138 $ $ $ $ 383 443 826 896 721 5 287 292 367 1,417 3,401 $ 1,617 $ 1,784 (47) $ (238) (132) $ (325) 85 87 (285) $ (457) $ 172 1,216 1,900 $ $ 764 396 452 1,504 3,116 $ 1,160 $ 1,956 (876) $ (435) (759) $ (109) (1,311) $ (868) $ (117) (326) (443) 728 2,195 $ $ 388 730 340 1,465 2,923 $ 1,118 $ 1,805 1% 65 35% 41% 197 110% 64% 27 38% 59% 380 169% (15)% (299) (51)% 88% 201 161% .96% .42% .45% .30% n.m. n.m. 51 bps 12 bps 2008 2007 2008 vs. 2007 Increase (decrease) Table 66 $ 351 1,430 (1,311) 162 135 $ 263 782 (868) 170 4 88 648 (443) (8) 131 33% 83 (51) (5) n.m. 767 $ 351 $ 416 119% 1,221 165 146 1,532 2,299 $ $ $ 1,223 9 (11) 1,221 1,572 $ $ $ (2) 156 157 311 727 –% n.m. n.m. 25% 46% $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2008 vs. 2007 Gross impaired loans Total gross impaired loans (GIL) increased $1,805 million. This pri- marily reflected higher impaired loans in both wholesale and retail portfolios. Retail gross impaired loans increased $340 million from a year ago. This increase reflected higher impairment in our Canadian residential mortgage portfolio due to portfolio growth and in our U.S. residential mortgage and personal loans portfolio, reflecting deteriorating economic conditions. Higher impaired loans in Other international, primarily due to the acquisition of RBTT, also contributed to the increase. Wholesale gross impaired loans increased $1,465 million from a year ago. The increase was largely attributable to our U.S. banking business, mainly in our residential builder finance and commercial and business banking loan portfolios due to the continued housing downturn and deteriorating economic conditions. The increase also reflected higher impaired loans related to some specific accounts in our corporate lending portfolios, primarily in the U.S. and to a lesser extent in Canada including $203 million related to loans extended under liquidity facilities drawn on by RBC-administered multi-seller ABCP conduit programs secured by the AAA tranche of a CDO of ABS in the U.S. The increase in Gross impaired loans resulted in the ratio of Gross impaired loans as a percentage of loans and acceptances increasing to .96% compared to .45% last year. For further details, refer to Table 85 in the Additional financial information section. 94 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Allowance for credit losses Total allowance for credit losses increased $727 million, or 46%, from a year ago directly related to the increase in impaired loans. Specific allowance for retail loans increased $88 million, primar- ily due to increased allowance in the personal loan portfolio related to Other international, primarily due to the acquisition of RBTT. Higher allowance in our U.S. retail loan and residential mortgage portfolio in Canada also contributed to the increase. Specific allowance for wholesale loans increased $328 million from a year ago. The increase was largely attributable to higher impaired loans as noted above. The general allowance increased $311 million, or 25%, from a year ago, commensurate with volume growth and weakening credit quality in the Canadian retail portfolio, weakness in the U.S. banking portfolios, the acquisitions of ANB and RBTT, and foreign currency impact of depreciating Canadian dollar. Gross impaired loans and allowance for credit losses (C$ millions) 3,000 2,250 1,500 750 0 2004 2005 2006 2007 2008 * GIL ratio: GIL as a percentage of loans and acceptances. 1.20% .90% Gross impaired loans ACL .60% GIL ratio* .30% .0% Five-year trend Gross impaired loans Gross impaired loans decreased in 2005, and remained relatively sta- ble from 2005 to 2006. The increase in 2007 reflected the beginning of the downturn in the U.S. housing market, primarily affecting our U.S. residential builder finance business. The increase in 2008 largely reflects the impact of the continued housing downturn and deteriorat- ing economic conditions in the U.S. The increase also reflected higher impaired loans in our corporate lending portfolio. For further details, refer to Table 85 in the Additional financial information section. Allowance for credit losses Total allowance for credit losses decreased slightly, but remained relatively stable from 2004 to 2006. In 2007, the specific allowance increased largely due to higher gross impaired loans in our U.S. resi- dential builder finance business as noted above. In 2008, specific allowance for credit losses continued to increase as the downturn in the U.S. housing market and slowing economic conditions further impacted our builder finance portfolio. Higher impaired loans in our corporate lending portfolio also contributed to the increase. The general allowance remained relatively stable between 2004 and 2007. The increase in general allowance in 2008 reflected volume growth and weakness in our U.S. retail and commercial portfolios. For further details, refer Table 87 in the Additional financial infor- mation section. Provision for credit losses The provision for credit losses is charged to income by an amount nec- essary to bring the allowance for credit losses to a level determined appropriate by management, as discussed in the Critical accounting policies and estimates section and Note 1 to our Consolidated Financial Statements. Provision for (recovery of) credit losses Table 67 (C$ millions, except percentage amounts) Residential mortgages Personal Credit cards Small business (1) Retail Business (2) Sovereign (3) Bank (4) Wholesale Total specific provision for loan losses Total general provision Total provision for credit losses Specific PCL as a % of average net loans and acceptances 2008 2007 2008 vs. 2007 Increase (decrease) $ $ $ $ $ $ $ $ $ $ $ $ $ $ 16 445 270 46 777 653 – – 653 1,430 165 1,595 .53% $ $ $ – $ $ $ $ 5 364 223 34 626 156 – – 156 782 9 791 .33% 11 81 47 12 151 497 – 497 648 156 804 n.m. 220% 22 21 35 24% 319% – 319% 83% n.m. 102% 20 bps – Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. (1) (2) (3) (4) n.m. not meaningful 2008 vs. 2007 Provision for credit losses Total PCL increased $804 million, compared to the prior year. The increase reflected higher specific and general provisions in both our wholesale and retail portfolios. Specific PCL for retail loans was up $151 million, or 24%, from a year ago. The increase was primarily attributable to higher provisions in Canadian credit cards, reflecting higher loss rates and portfolio growth. Higher provisions in our U.S. retail portfolio also contributed to the increase. Specific PCL for wholesale loans increased $497 million from a year ago. The increase was largely attributable to higher impaired loans in our U.S. banking business, mainly in our residential builder finance, commercial and business banking loan portfolios as noted earlier. The increase also reflected higher provisions, largely related to some specific accounts in our corporate lending portfolios, primarily Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 95 in the U.S. and to a lesser extent in Canada, including a $61 million provision related to loans extended under liquidity facilities drawn on by an RBC-administered multi-seller ABCP conduit programs in the U.S. The general provision increased $156 million from a year ago, commensurate with volume growth and weakening credit quality in the Canadian retail portfolio and weakness in the U.S. banking portfolios. The increase in specific PCL resulted in the ratio of Specific PCL as a percentage of loans and acceptances increasing to .53% compared to .33% last year. As at October 31, 2008, U.S. banking operations loans totalled $27.3 billion, consisting of $18.4 billion in wholesale loans and $8.8 billion in retail loans. U.S. residential builder finance loans consist of $2.1 billion in our ongoing builder finance business and $1.2 billion in RBC Real Estate Finance Inc. (REFI), a wholly-owned subsidiary set up to manage the wind down of builder finance loans from the out-of- footprint states, primarily in California, Washington, Arizona, Utah, Illinois and Colorado, as well as certain other impaired U.S. residential builder finance loans from the in-footprint portfolio. For further details, refer Table 86 in the Additional financial infor- Approximately 80% of the $578 million in total specific PCL in the mation section. Specific provision for credit losses (C$ millions) 1,500 1,125 750 375 0 Specific PCL PCL ratio* .60% .45% .30% .15% .0% 2004 2005 2006 2007 2008 * PCL ratio: Specific PCL as a percentage of average net loans and acceptances. Five-year trend Provision for credit losses During the period 2004 to 2005, specific provision for credit losses trended downward, primarily reflecting a reduction in provisions for our business portfolio. We recorded significant recoveries, particularly in our corporate loans in 2005 and 2006. In 2007, specific provisions increased primarily due to our U.S. residential builder finance portfolio, reflecting the beginning of the downturn in the U.S. housing market. The increase in 2008 largely reflected the impact of continued deterioration in the U.S. housing market and slowing economic conditions as discussed above. U.S. banking operations As at October 31 (C$ millions) Retail Residential mortgages Home equity Lot loans Credit cards Other Wholesale Commercial and business banking loans Residential builder finance loans RBC Real Estate Finance Inc. (REFI) Other Total U.S. banking operations loans $ Table 68 2008 2,922 4,269 1,142 187 320 $ 8,840 $ 14,588 2,116 1,153 585 $ 18,442 $ 27,282 U.S. this year relates to our U.S. banking operations. Of this amount, approximately 60% relates to our U.S. residential builder finance busi- ness, including REFI portfolio. The balance relates to commercial and business banking loans and home equity and lot loans. Of the $436 million increase in the wholesale PCL in the U.S. this year, approximately 70% relates to our U.S. banking operations. Approximately 80% of this amount is attributable to impaired loans in our U.S. residential builder finance business including our REFI port- folio. The balance relates to commercial and business banking loans. Banking book equities Banking book equities consist of positions in financial instruments held for investment purposes and are not part of our trading book. They include both direct and indirect ownership interests, whether vot- ing or non-voting, in the assets and income of an entity that are neither consolidated nor deducted for regulatory capital purposes. Banking book equities consist of publicly traded and private equities, partner- ship units, venture capital and holdings of derivative instruments tied to equity interests. Basel II defines banking book equity exposures based on the economic substance of the transaction rather than the legal form or accounting treatment associated with the instrument. As such, differ- ences exist in the identification of equity securities held in the banking book and those reported in Notes 1 to 3 to our Consolidated Financial Statements. With reference to banking book equities reported on our Consolidated Balance Sheets, the majority are classified as AFS, with the remainder classified as investments in associated corporations under other assets and non-equity (debt) securities. Equities held in the banking book are subject to credit risk capital requirements as prescribed by OSFI under Basel II. The following table summarizes our banking book equity exposure and net unrealized losses on the portfolio. Banking book equity exposure As at October 31 (C$ millions) Public Private Table 69 2008 1,461 1,630 $ Total banking book equity exposure (1) $ 3,091 Accumulated net unrealized losses for regulatory capital purposes (2) $ (380) (1) (2) Total exposure represents exposure at default, which is the expected gross exposure upon the default of an obligor. This amount represents unrealized losses net of income taxes. 96 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, equity or com- modity prices, and credit spreads. We are exposed to market risk in our trading activity and our asset/liability management activities. The level of market risk to which we are exposed varies depending on mar- ket conditions, expectations of future price and yield movements and the composition of our trading portfolio. In the last quarter of 2008, all markets, both cash and derivatives across all asset classes, including credit, experienced unprecedented volatility in prices, as major market participants underwent radical and rapid de-leveraging of balance sheets and forced-selling. This activity, coupled with the fear of a global recession, dragged prices down across all markets. We supplemented existing market risk measures by frequent updates to the historical scenario window used in VaR as well as the refinement of the risk factors used in the calculations to accu- rately reflect the current market conditions. • • Trading market risk Trading market risk encompasses various risks associated with cash and related derivative products that are traded in interest rate, foreign exchange, equity, credit and commodity markets. Trading market risk is comprised of the following components: • Interest rate risk is the potential adverse impact on our earnings and economic value due to changes in interest rates. It is com- posed of: (i) directional risk – arising from parallel shifts in the yield curve, (ii) yield curve risk – arising from non-uniform rate changes across a spectrum of maturities, (iii) basis risk – arising from an imperfect hedge of one instrument type by another instrument type in which changes in price are not perfectly cor- related, and (iv) option risk – arising from changes in the value of embedded options due to changes in prices or rates and their volatility. Most financial instruments have exposure to interest rate risk. Foreign exchange rate risk is the potential adverse impact on our earnings and economic value due to currency rate and pre- cious metals price movements and volatilities. In our proprietary positions, we are exposed to the spot, forward and derivative markets. Equity risk is the potential adverse impact on our earnings due to movements in individual equity prices or general movements in the level of the stock market. We are exposed to equity risk from the buying and selling of equities and indices as principal in conjunction with our investment banking activities and from our trading activities, which include tailored equity derivative prod- ucts, arbitrage trading and relative value trading. Commodities risk is the potential adverse impact on our earnings and economic value due to commodities price movements and volatilities. Principal commodities traded include crude oil, heat- ing oil, natural gas and power. In our proprietary positions, we are exposed to the spot, forwards and derivative markets. Credit spread risk is the general adverse impact on our earnings and economic value due to changes in the credit spreads associ- ated with our holdings of instruments subject to credit risk. Credit specific risk is the potential adverse impact on our earn- ings and economic value due to changes in the creditworthiness and default of issuers on our holdings in bonds and money market instruments, and those underlying credit derivatives. Severe dis- location of money market and bond markets from the synthetic credit markets, as well as fundamentals-based market valuations, impacts trading ability, profitability and risk measurements. • Market illiquidity risk is the inability to liquidate our positions or • • • acquire hedges to neutralize our trading positions. In times of severe stress, illiquidity is experienced in even the most highly rated and previously highly liquid instruments. derivative transactions. Market risks associated with trading activities are a result of market-making, positioning, and sales and arbitrage activities in the interest rate, foreign exchange, equity, commodities, and credit markets. Our trading operations primarily act as a market maker, executing transactions that meet the financial requirements of our clients and transferring the market risks to the broad financial mar- ket. We also act as principal and take proprietary market risk positions within the authorized limits determined by the Board of Directors. The trading book consists of cash and derivative positions that are held for short-term resale, taken on with the intent of benefiting in the short term from actual or expected differences between their buying and selling prices or to lock in arbitrage profits. Responsibilities Market risk limit approval authorities are established by the Board of Directors, upon recommendation of the CR&RPC, and delegated to senior management. The independent oversight of trading market risk management activities is the responsibility of GRM – Market and Trading Credit Risk, which includes major units in Toronto, London, New York, Tokyo and Sydney. GRM – Market and Trading Credit Risk establishes market risk policies and limits, develops quantitative techniques and analytical tools, vets trading models and systems, maintains the VaR and stress risk measurement systems, and provides enterprise risk reporting on trading activities. This group also provides independent oversight on trading activities, including the establish- ment and administration of trading operational limits, market risk and counter party credit limit compliance, risk analytics, and the review and oversight of non-traditional or complex transactions. Business segments are accountable for their market risks, work- ing in partnership with GRM to ensure the alignment between risk appetite and business strategies. GRM – Market and Trading Credit Risk is responsible for the determination and reporting of regulatory and Economic Capital requirements for market risk, and provides assurance to regulators in regular filings on reporting accuracy, timeliness and the proper func- tioning of statistical models within the approved confidence level. Risk measurement We employ risk measurement tools such as VaR, sensitivity analysis and stress testing. GRM uses these measures in assessing global risk-return trends and to alert senior management to adverse trends or positions. The majority of trading positions in foreign exchange, interest rate, equity, commodity and credit trading have capital calculated under an Internal Models Approach (VaR based), while structured credit derivatives and mortgage-backed securities are calculated under the Standardized Approach as approved by OSFI. Also calculated under the Standardized Approach for migration and default (specific) risk are a limited set of interest rate products. These products and risks are not included in our global VaR, as discussed below. Value-at-Risk VaR is a statistical technique that measures the worst-case loss expected over a one-day period within a 99% confidence level. Larger losses are possible, but with low probability. For example, based on a 99% confidence interval, a portfolio with a VaR of $20 million held over one day would have a one in one hundred chance of suffering a loss greater than $20 million in that day. We measure VaR by major risk category on a discrete basis. We also measure and monitor the effects of correlation in the movements of interest rates, credit spreads, exchange rates, equity and commod- ity prices and highlight the benefit of diversification within our trading portfolio. This is then quantified in the diversification effect shown in our global VaR table. We conduct trading activities over-the-counter and on exchanges in the spot, forwards, futures and options markets, and we offer structured As with any modeled risk measure, there are certain limitations that arise from the assumptions used in VaR. Historical VaR assumes Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 97 that the future will behave like the past. As a result, historical scenarios may not reflect the next market cycle. Furthermore, the use of a one-day horizon VaR for risk measurement implies that positions could be unwound or hedged within a day but this may not be a real- istic assumption if the market becomes largely or completely illiquid. VaR is calculated based on end-of-day positions. events that represent potential future events that are plausible but have a very low probability of occurring. Our stress scenarios are reviewed and updated as required to reflect relevant events and hypo- thetical situations. While we endeavour to be conservative in our stress testing, there can be no assurance that our stress testing assumptions will cover every market scenario that may unfold. Validation To ensure VaR effectively captures our market risk, we continuously monitor and enhance our methodology. Daily back-testing serves to compare hypothetical profit or loss against the VaR to monitor the statistical validity of 99% confidence level of the daily VaR measure. Back-testing is calculated by holding position levels constant and isolating the effect of the movement of actual market rates over the next day and over the next 10 days on the market value of the port- folios. Intra-day position changes account for most of the difference between theoretical back-testing and actual profit and loss. VaR models and market risk factors are independently reviewed periodi- cally to further ensure accuracy and reliability. In 2008, there were 18 occurrences of a back-test exceeding VaR, of which 9 occurred in the latter part of 2008. The breaches occurred during the very volatile markets in March, September and October. VaR calculated using a his- torical window can lead to back-testing breaches when the historical window used in the calculation is less volatile than current markets. During this period, we frequently updated our scenarios to keep pace with current market events. Sensitivity analysis and stress testing Sensitivity analysis is used to measure the impact of small changes in individual risk factors such as interest rates and foreign exchange rates and is designed to isolate and quantify exposure to the underly- ing risk. VaR is a risk measure that is only meaningful in normal market conditions. To address more extreme market events, stress testing is used to measure and alert senior management to our exposure to potential political, economic or other disruptive events. We run sev- eral types of stress testing, including historical stress events such as the 1987 stock market crash, as well as hypothetical “what-if” stress Risk control Policies A comprehensive market risk framework governs trading-related risks and activities and provides guidance to trading management, middle office compliance functions and operations. We employ an extensive set of principles, rules, controls and limits, which conform to industry best practice. Our market risk management framework is designed to ensure that our risks are appropriately diversified on a global basis. Limits on measures such as notional size, term and overall risk are monitored at the desk and at the portfolio and business levels. Reporting Reports on trading risks are provided by GRM – Market and Trading Credit Risk to the CRO and the operating committee of Capital Markets on a weekly basis and to senior management on a daily basis. Enterprise-wide reporting is used to monitor compliance against VaR and stress limits approved by the Board of Directors, and the operating limits derived from these board limits. In addition to this monitoring, GRM – Market and Trading Credit Risk pre-approves excesses and reports any breach to the CRO and the operating committee of Capital Markets. Internal reporting to senior management includes stand-alone risk calculations for portfolios that have standardized regulatory capi- tal, which are then combined with models-based results to present an aggregated enterprise risk profile. The following table shows our global VaR for total trading activities under our models based approach for capital by major risk category and also shows the diversification effect, which is calculated as the difference between the global VaR and the sum of the separate risk factor VaRs. Global VaR by major risk category Table 70 2008 2007 As at Oct. 31 $ 8 8 1 34 8 (19) For the year ended October 31 Average High Low $ 13 $ 28 9 6 44 11 (38) 3 2 26 7 (23) $ 6 1 – 17 4 (13) As at Oct. 31 $ 8 4 2 20 3 (19) For the year ended October 31 Average High Low $ 9 2 1 19 3 (13) $ 18 7 2 23 5 (22) $ 4 1 – 14 2 (8) $ 40 $ 28 $ 50 $ 18 $ 18 $ 21 $ 27 $ 16 (C$ millions) Equity Foreign exchange Commodities Interest rate Credit specific Diversification Global VaR . Global VaR by major risk category (C$ millions) 0 -5 -10 -15 -20 -25 -30 -35 -40 -45 November 2007 February 2008 May 2008 August 2008 October 2008 Daily interest rate VaR Daily equity VaR Daily commodities VaR Daily credit-specific risk VaR Daily foreign exchange VaR 98 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis 60 40 20 0 6 4 2 0 Global VaR 2008 vs. 2007 Average global VaR for the year of $28 million was up compared to $21 million a year ago. This increase largely reflected an increase in both interest rate, including credit specific, and equity risk due to increased market volatility. These increases were mostly offset by an increase in the diversification effect, up from 38% to 45% for 2008. Trading revenue 2008 vs. 2007 During the year, we experienced 44 days of net trading losses compared to 25 days in 2007. The volatility in daily trading revenue in the last part of 2008 reflected the unprecedented volatility in the market. The largest daily loss, including writedowns, of $342 million was related to unprecedented volatility in equity and credit markets and exceeded the global VaR estimate for that day. Writedowns and valuation adjust- ments are discussed further in the impact of market environment in the Financial performance section. The breadth of our trading activities is designed to diversify market risk to any particular strategy, and to reduce trading revenue volatility. Trading revenues for the year ended October 31, 2008 (teb) (number of days) Trading revenues and global VaR (1) (C$ millions) Trading revenues for the year ended October 31, 2008 (teb) (number of days) Trading revenues and global VaR (1) (C$ millions) 100 80 20 0 -20 -50 -100 -150 -200 -275 -350 ^ -100 -80 -60 -40 -20 0 20 40 60 80 100 Daily net trading revenue (C$ millions), excluding VIEs 60 40 20 0 November 2007 February 2008 May 2008 August 2008 October 2008 Daily net trading revenue Global VaR ^ -100 -80 -60 -40 -20 0 20 40 60 80 100 Daily net trading revenue (C$ millions), excluding VIEs 100 80 20 0 -20 -50 -100 -150 -200 -275 -350 November 2007 February 2008 May 2008 August 2008 October 2008 Daily net trading revenue Global VaR -334 (1) Trading revenue on a taxable equivalent basis excluding revenue related to consolidated VIEs. -334 Histogram of daily net trading revenue (1) (number of days) -30 -15 0 15 30 45 Daily net trading revenue (C$ millions) Non-trading market risk (Asset/liability management) Traditional non-trading banking activities, such as deposit taking and lending, expose us to market risk, of which interest rate risk is the largest component. Our goal is to manage the interest rate risk of the non-trading bal- ance sheet to a target level. We modify the risk profile of the balance sheet through proactive hedging to achieve our target level. For addi- tional information regarding the use of derivatives in asset and liability management, refer to the Off-balance sheet section and Note 7 to our Consolidated Financial Statements. We continually monitor the effec- tiveness of our interest rate risk mitigation activity within Corporate Treasury on a value and earnings basis. For a discussion of the management of foreign exchange risk in the non-trading balance sheet, refer to the Hedging foreign currency- denominated operations discussion in the Capital management section. Responsibilities While our individual subsidiaries and business segments manage the daily activities, Corporate Treasury is responsible for managing our enterprise-wide interest rate risk, monitoring approved limits and compliance with policies and operating standards. ALCO provides oversight to Corporate Treasury and reviews and approves the policies developed by Corporate Treasury. Histogram of daily net trading revenue (1) (number of days) 6 Risk measurement We endeavour to keep pace with best practices in instrument valu- ation, econometric modeling and new hedging techniques on an ongoing basis. Our investigations range from the evaluation of tradi- tional asset/liability management processes to pro forma application of recent developments in quantitative methods. 4 2 Our risk position is measured daily, weekly or monthly based on the size and complexity of the portfolio. Measurement of risk is based on rates charged to clients as well as funds transfer pricing rates. Key rate analysis is utilized as a primary tool for risk management. It provides us with an assessment of the sensitivity of the exposure of our economic value of equity to instantaneous changes in individual points on the yield curve. 0 The economic value of equity is equal to the net present value of 45 -30 30 our assets, liabilities and off-balance sheet instruments. Daily net trading revenue (C$ millions) -15 15 0 Funds transfer pricing We use a funds transfer pricing mechanism at the transaction level to transfer interest rate risk to Corporate Treasury and identify the profitability of various products. The funds transfer pricing rates are market-based and are aligned with interest rate risk management prin- ciples. They are supported by empirical research into client behaviour and are an integral input to the retail business pricing decisions. We also focus on developing retail product valuation models that incorporate the impact of consumer behaviour. These valuation models are typically derived through econometric estimation of consumer exercise of options embedded in retail products. The most significant embedded options are mortgage rate commitments and prepayment options. In addition, we model the sensitivity of the value of deposits with an indefinite maturity to interest rate changes. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 99 Validation We supplement our assessment by measuring interest rate risk for a range of dynamic and static market scenarios. Dynamic scenarios simulate our interest income in response to various combinations of business and market factors. Business factors include assumptions about future pricing strategies and volume and mix of new business, whereas market factors include assumed changes in interest rate levels and changes in the shape of the yield curve. Static scenarios supplement dynamic scenarios and are employed for assessing the risks to the value of equity and net interest income. As part of our monitoring of the effectiveness of our interest rate risk mitigation activity within Corporate Treasury which is done on a value and earnings basis, model assumptions are validated against actual client behaviour. Risk control Policies and limits The interest rate risk policy and interest rate limit document define the management standards and acceptable limits within which risks to net interest income over a 12-month horizon, and the economic value of equity, are to be contained. These ranges are based on immediate and sustained ±100 bp parallel shift of the yield curve. The limit for net interest income risk is 3% of projected net interest income, and for economic value of equity risk, the limit is 5% of projected common equity. Interest rate risk limits are reviewed and approved annually by the Board of Directors. Risk reporting The individual subsidiaries and business segments report the inter- est rate risk management activity on a monthly basis. They must also immediately report any exceptions to the interest rate risk policies to Corporate Treasury and seek approval for corrective actions. An enterprise interest rate risk report is reviewed monthly by ALCO and quarterly by the GRC and the Board of Directors. Market risk measures – Non-trading banking activities Table 71 (C$ millions) Before-tax impact of: 100 bp increase in rates 100 bp decrease in rates Before-tax impact of: 200 bp increase in rates 200 bp decrease in rates 2008 2007 2006 Economic value of equity risk Net interest income risk Canadian dollar impact U.S. dollar impact (1) Canadian dollar impact U.S. dollar impact (1) Total Economic Economic Total value of Net interest income risk equity risk value of Net interest income risk equity risk $ (470) $ 404 (38) $ 44 (508) $ 448 23 $ (62) 22 $ (28) 45 $ (90) (440) $ 309 54 $ (111) (496) $ 375 (982) 774 (68) 64 (1,050) 838 8 (236) 54 (43) 62 (279) (930) 553 97 (231) (1,044) 658 87 (153) 147 (319) (1) Represents the impact on the non-trading portfolios held in our U.S. banking operations. 2008 Analysis The above table provides the potential before-tax impact of an imme- diate and sustained 100 basis point and 200 basis point increase or decrease in interest rates on net interest income and economic value of equity of our non-trading portfolio, assuming that no further hedg- ing is undertaken. These measures are based upon assumptions made by senior management and validated by empirical research. All interest rate risk measures are based upon interest rate exposures at a specific time and continuously change as a result of business activities and our risk management initiatives. Over the course of 2008, our interest rate risk exposure was well within our target level. Operational risk Operational risk is the risk of loss or harm resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk is embedded in all our activities, including the practices and controls used to manage other risks. Failure to manage operational risk can result in direct or indirect financial loss, reputa- tional impact, regulatory censure, or failure in the management of other risks such as credit or market risk. During 2008, we broadened how we define operational risk to include harm as well as loss. This better reflects how we perceive operational risk and will help us ensure it is effectively managed. Our operational risk management framework flows directly from our enterprise risk management framework and sets out the principles and practices that we use to manage operational risk by identifying, measuring, controlling, monitoring and reporting it. Risk measurement Operational risk is difficult to measure in a complete and precise man- ner, given that exposure to operational risk is often implicit, bundled with other risks, or otherwise not taken on intentionally. In the banking industry, measurement tools and methodologies continue to evolve. Nonetheless, we are able to gauge our operational risk exposure by using several approaches concurrently. Risk assessment Operational risks are identified and their potential impact assessed through our enterprise-wide integrated operational risk and control assessment and monitoring program. Our operational risk management framework is used to ensure consistent identification and assessment of operational risks and the controls used to manage them. Responsibilities A dedicated team within GRM designs and supports operational risk policies, programs and initiatives, and monitors implementation prog- ress and ongoing execution. The businesses and corporate support groups are responsible for the informed and active management of the operational risks within their activities in accordance with the opera- tional risk management framework. Where appropriate, execution of operational risk management programs is conducted by GTO on behalf of the businesses and corporate support groups. Key risk indicators Our business segments, Global Technology and Operations, and Global Functions use a broad range of risk indicators to manage their day-to-day activities. GRM uses indicators to monitor operational risk at the enterprise level. These indicators provide insight into the level and composition of, as well as potential changes in, our operational risk exposure. 100 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Operational event data collection and analysis Operational risk events are reported in a central enterprise database. Comprehensive information about these events is collected, and includes information regarding amount, occurrence, discovery date, business area and product involved, root causes and risk drivers. Analysis of operational risk event data helps us to understand where and how our risks are manifesting themselves, provides a histori- cal perspective of our operational risk experience and establishes a basis for measuring our operational risk exposure. In keeping with our broadened definition of operational risk, during 2008 we began to include data on events with non-monetary impacts and near-miss events in our collection and analysis activities. Industry loss analysis We review and analyze information on operational losses that have occurred at other financial institutions, using published informa- tion and information we acquire through our membership in ORX (Operational Riskdata eXchange Association), a private data-sharing consortium. Both provide insights into the size and nature of poten- tial exposures, which enables us to benchmark our loss experience against those of our peers to determine if our experience puts us in an outlier position. It also allows us to monitor emerging developments and trends that affect the financial industry as a whole. Risk control Operational risk is managed through our infrastructure, controls, systems and people, complemented by central enterprise-wide groups focusing on management of specific operational risks such as fraud, privacy, outsourcing, and business disruption, as well as people and systems risks. Capital management Strong capital and liquidity positions facilitate opportunistic business expansion and help maintain safety and soundness in times of stress. Our stress absorption capability is comprised of both capital adequacy and our liquidity position which together aim to provide the market with confidence in the organization’s ability to remain safe and sound. A detailed overview of our capital management and liquidity and fund- ing management practices are discussed in this section and the next section, respectively. Risks, including credit, market and operational, as discussed earlier, influence overall capital management, and liquidity and fund- ing management. The linkage between risks and our stress absorption capability to ensure the safety and soundness of the organization are illustrated below. Credit risk Market risk • Trading market risk • Non-trading market risk Operational risk Other risks Market perception Capital position Liquidity position Safety and soundness Capital management framework We actively manage our capital to balance the desire to maintain strong capital ratios and high ratings with the objective of providing strong returns to our shareholders. In striving to achieve this balance, we consider the requirements of regulators, rating agencies, deposi- tors and shareholders, as well as our future business plans, peer comparisons and our position relative to internal capital ratio targets. Additional considerations include the costs and terms of current and potential capital issuances and projected capital requirements. A number of our enterprise-wide groups ensure that all of these controls and systems are effective under our operational risk manage- ment framework. These include compliance, which ensures a complete view of our regulatory obligations and provides a co-coordinated, effective response to these; and the internal audit group, which pro- vides independent assessment of risk management practices, internal controls and corporate governance processes. Risk mitigation Any high-risk exposures that we identify are subject to remedial measures, monitoring and control testing. This includes exposures identified through our integrated risk and control assessment and monitoring program, internal audits, compliance reviews, business continuity readiness reviews, or operational risk event reporting. Our corporate insurance program enables us to transfer some of our operational risk exposure by purchasing insurance coverage. The nature and amounts of this insurance are determined on a central, enterprise-wide basis. Reporting GRM provides quarterly enterprise-wide risk reports to senior man- agement and the Board of Directors. The operational risk reporting includes an overview of our operational risk profile and the trend and outlook for our exposure. Details are provided on areas of elevated risk, individual operational risks where there is heightened awareness, regu- latory or compliance issues, and large operational risk events. These reports are supplemented with more detailed specific contributions from groups such as compliance, audit, legal and human resources. Our capital management framework provides the policies and processes for defining, measuring, raising and investing all forms of capital in a co-ordinated and consistent manner. We manage and moni- tor our capital from several perspectives, including: • Regulatory capital: capital required for regulatory compliance defined in accordance with OSFI Economic capital: an internal assessment of the amount of capital required to underpin our risks Subsidiary capital: the amount of regulatory capital invested in subsidiaries. • • Additionally, within our capital management framework, we have in place an ICAAP for the purpose of setting internal capital targets and strategies for achieving those targets consistent with our business plans, risk profile, risk appetite and operating environment. As part of this process, we have implemented a program of enterprise-wide stress testing to evaluate the income and capital (eco- nomic and regulatory) impacts of several potential stress events. This exercise involves various teams, including GRM, Corporate Treasury, Finance and Economics. Results from this testing are a key input into our capital planning process and are used in settling appropriate stress factors we use to test the robustness of our capital position on a quarterly basis. Our co-ordinated approach to capital management serves an important business function. Our goal is to optimize our capital usage and structure, and provide efficient support for our business segments and clients and better returns for our shareholders, while protecting depositors and senior creditors. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 101 Governance The Board of Directors is responsible for ultimate oversight of capital management, including the annual review and approval of our Capital Plan, and our ICAAP. The Audit Committee is responsible for the gover- nance of capital management, which includes: • • The approval of capital management policies The regular review of our capital position and liquidity, funding and capital management processes The approval of the ICAAP The ongoing review of internal control over financial reporting. • • In addition, OSFI meets with our Audit Committee and the CR&RPC to discuss policies and procedures regarding capital management. The Asset Liability Committee and the Group Executive share management oversight responsibility for capital management and receive regular reports detailing compliance with established limits and guidelines. Corporate Treasury and GRM are responsible for the design and implementation of policies relative to regulatory, economic and subsidiary capital, and for developing and implementing the ICAAP. Basel II With OSFI’s adoption of new capital guidelines based on “International Convergence of Capital Measurement and Capital Standards: A Revised Framework – Comprehensive Version (June 2006),” known as Basel II, effective November 1, 2007, major Canadian banks are required to calculate and report their regulatory capital ratios under new measurement standards. The top corporate entity to which Basel II applies at the con- solidated level is Royal Bank of Canada. Basel II represents a major change to bank regulation in that it allows banks to select from a limited menu of risk-based approaches of increasing sophistication, Regulatory capital and capital ratios As at October 31 (C$ millions, except percentage amounts) Capital Tier 1 capital Total capital Risk-adjusted assets Credit risk Market risk Operational risk Total risk-adjusted assets Capital ratios Tier 1 capital Total capital Assets-to-capital multiple used to calculate the minimum regulatory (Pillar 1) capital, in particu- lar with respect to credit and operational risk. For credit risk, OSFI expects each major bank to adopt the AIRB Approach for its material portfolios, although some flexibility is permitted for the timing of the adoption. Accordingly, as part of our transition to Basel II, OSFI has allowed for staged implementation of the AIRB Approach for credit risk, including: • A waiver for RBC Bank (USA), formerly RBC Centura Bank, to use the Standardized Approach for credit risk through fiscal 2010 An extension whereby we are permitted to defer use of the AIRB Approach for our proportionate interest in the exposures of RBC Dexia IS, until November 1, 2010, at the latest Exemptions for exposures for which credit risk is reported under the Basel II Standardized Approach (i.e., our Caribbean banking operations) on the basis that such portfolios and entities in appli- cable jurisdictions are non-material. • • For operational risk, the two options available to us are the Advanced Measurement Approach (AMA) and the Standardized Approach. Initially, we have adopted the Standardized Approach for operational risk. For market risk capital, we use both Internal Models and Standardized Approaches. Basel II has resulted in capital requirements that differ from those calculated under Basel I. For the most part, this reflects a shift in calculation methodology for risk-adjusted assets (RAA) from pre- scribed risk weights to using parameters that are more closely aligned with our internal assessment and measurement of risk. As Basel II is applied on a prospective basis, Basel I and Basel II calculations are not directly comparable. Basel II (1) 2008 Table 72 Basel I (1) 2007 $ 25,173 30,830 $ 23,383 28,571 $ 229,537 17,220 31,822 $ 231,302 16,333 – $ 278,579 $ 247,635 9.0% 11.1% 20.1X 9.4% 11.5% 19.9X (1) As defined in the guidelines issued by OSFI. Basel I and II calculations are not directly comparable. Regulatory capital and capital ratios Capital levels for Canadian banks are regulated pursuant to guide- lines issued by OSFI, based on standards issued by the Bank for International Settlements, Basel Committee of Banking Supervisors (BCBS). Regulatory capital is allocated to two tiers: Tier 1 and Tier 2. Tier 1 capital comprises the more permanent components of capital and consists primarily of common shareholders’ equity, non-cumulative preferred shares (the majority of which do not have conversion features into common shares), and the eligible amount of innovative capital instruments. In addition, goodwill and other items prescribed by OSFI are deducted from Tier 1 capital. Tier 2 capital consists mainly of subordinated debentures, trust subordinated notes, the eligible amount of innovative capital instruments that could not be included in Tier 1 capital and an eligible portion of the total general allowance for credit losses, less OSFI- prescribed deductions. Total capital is defined as the sum of Tier 1 and Tier 2 capital. For further details on the terms and conditions of non- cumulative preferred shares and innovative capital instruments, refer to the Share data and dividends section and Notes 17 and 18 to our Consolidated Financial Statements. Regulatory capital ratios are calculated by dividing Tier 1 and Total capital by RAA. OSFI formally establishes risk-based capital targets for deposit-taking institutions in Canada. These targets are currently a Tier 1 capital ratio of 7% and a Total capital ratio of 10%. In addition to the Tier 1 and Total capital ratios, Canadian banks are required to ensure that their assets-to-capital multiple, which is cal- culated by dividing gross adjusted assets by Total capital, does not exceed a maximum level prescribed by OSFI. The adoption of Basel II introduced changes in the components of eligible regulatory capital. Significant changes include: • General allowances for credit losses on portfolios subject to the Standardized Approach can be included in Tier 2 capital up to a 102 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis limit of 1.25% of the RAA of those portfolios. For portfolios sub- ject to the AIRB Approach, the treatment depends on whether allowances are more or less than expected losses. In the former case, the difference is included in Tier 2 capital up to a limit of .6% of the AIRB portfolio’s credit RAA. In the latter case, the dif- ference is deducted 50% from Tier 1 capital and 50% from Tier 2 capital. Under Basel I, general allowances were included in Tier 2 capital up to a maximum of .875% of total RAA. • Securitization-related increases in equity, for example, gains on sale, are deducted from Tier 1 capital. Other securitization- related deductions are made 50% from Tier 1 capital and 50% from Tier 2 capital. Previously, these deductions were made from Total capital. The components of regulatory capital are shown in the following table. Capital As at October 31 (C$ millions, except percentage amounts) Tier 1 regulatory capital (1) Common equity (2) Non-cumulative preferred shares Innovative capital instruments Other non-controlling interests in subsidiaries Goodwill (3) Substantial investments (4) Securitization-related deductions (5) Expected loss in excess of allowances – AIRB Approach Other Total Tier 1 capital Tier 2 regulatory capital (1) Permanent subordinated debentures Non-permanent subordinated debentures (6) Innovative capital instruments (excess over 15% of Tier 1) Excess of non-cumulative preferred shares Trust subordinated notes General allowance Accumulated net unrealized gain on available-for-sale equity securities (7) Substantial investments (4) Investment in insurance subsidiaries Securitization-related deductions (8) Expected loss in excess of allowances – AIRB Approach Other Total Tier 2 capital Total regulatory capital Total Tier 1 and Tier 2 capital Substantial investments Investment in insurance subsidiaries First-loss facility Total regulatory capital (1) Table 73 Basel I 2007 Basel II 2008 $ 22,272 2,344 3,494 25 (4,752) $ 28,946 2,657 3,879 357 (9,977) (37) (329) (315) (8) $ 25,173 $ 23,383 $ – – 779 5,473 1,027 1,221 105 $ 900 7,223 120 – 1,027 488 – (277) (3,198) (305) (315) (6) $ 5,657 $ 8,605 $ 30,830 – – – $ 31,988 (309) (2,912) (196) $ 30,830 $ 28,571 (1) (2) (3) (4) (5) (6) (7) (8) As defined in the guidelines issued by OSFI, Basel I and Basel II calculations are not directly comparable. This amount is shareholders’ equity less preferred shares of $2,663 million plus other items not included in regulatory capital of $851 million. Basel II goodwill deduction reflects total consolidated goodwill. Basel I goodwill deduction reflects consolidated goodwill net of insurance goodwill. Under Basel II, substantial investment deductions are made 50% from each of Tier I and Tier 2 capital. Currently, there is a transitional provision until October 31, 2008, to deduct substantial investments held prior to December 31, 2006 in full from Tier 2 capital. Under Basel I, these investments were deducted from Total capital. Securitization deduction from Tier 1 capital consists of (i) seller’s interest in residential mortgages of $80 million and credit cards of $29 million; (ii) securitizations rated below BB- of $102 million; and (iii) unrated positions of $118 million. Subordinated debentures that are within five years of maturity are subject to straight-line amortization to zero during their remaining term and, accordingly, are included at their amortized value. As prescribed by OSFI, certain components of accumulated other comprehensive income are included in the determination of regulatory capital. Accumulated net foreign currency translation adjustments are included in Tier 1 capital. Net unrealized fair value losses on AFS equities are deducted in the determination of Tier 1 capital while net unrealized fair value gains on AFS equities are included in Tier 2 capital. Securitization deduction from Tier 2 capital consists of (i) seller’s interest in residential mortgages of $80 million and credit cards of $5 million; (ii) securitizations rated below BB- of $101 million; and (iii) unrated positions of $119 million. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 103 Tier 1 capital ratio 8.9% 9.6% 9.6% 9.4% 9.0% 12% 9% 6% 3% 0% 2004 2005 Basel I 2006 2007 2008 Basel II As at October 31, 2008, our Tier 1 capital ratio was 9.0% and our Total capital ratio was 11.1%. The Tier 1 capital ratio was down 40 bps from a year ago. The decrease was largely due to higher RAA, and a higher goodwill capital deduction reflecting the impact of a weaker Canadian dollar on foreign currency denominated assets and additional goodwill from the acqui- sitions of ANB, PH&N, RBTT and FBW. These factors were partially offset by higher shareholders’ equity from retained earnings, capital issuances and the positive impact of a weaker Canadian dollar on net unrealized foreign currency translation gains and losses. The Total capital ratio was down 40 bps from a year ago largely due to factors noted above for Tier 1 capital and a decrease in the amount of general allowance included in regulatory capital under Basel II, partially offset by net issuance of subordinated debentures. As at October 31, 2008, our assets-to-capital multiple was 20.1 compared to 19.9 a year ago. Our assets-to-capital multiple remains below the maximum prescribed by OSFI. Risk-adjusted assets Under the current Basel II framework, OSFI requires banks to meet minimum risk-based capital requirements for exposures to credit risk, operational risk, and, where they have significant trading activity, market risk. RAA is calculated for each of these risk types and added together to determine total RAA. Further, Basel II has introduced a transitional capital floor adjust- ment. Once a bank achieves full compliance with AIRB implementation and data requirements, contingent on OSFI approval, a 90% Basel I capital floor will apply for at least four quarters, after which the banks may qualify for an 80% Basel I capital floor, which will also apply for at least four quarters. Our RAA as calculated under Basel II is not directly comparable During the year, RAA increased by $31 billion, primarily due to RAA calculated previously under Basel I due to several factors, including: • Under the Basel II AIRB Approach for credit risk, banks rely on their own internal estimates for risk components in determining their capital requirements and equivalent RAA for a given expo- sure which is in contrast to the use of industry-wide prescribed rates under Basel I A capital charge for operational risk was not required under Basel I The asset class definitions have changed significantly and are more differentiated under Basel II. • • to business growth, including our acquisition of ANB and RBTT, the inclusion of RAA for operational risk under Basel II and the impact of a weaker Canadian dollar at October 31, 2008 on the translated value of our foreign currency-denominated assets. These factors were partially offset by the impact of the adoption of the AIRB Approach for credit risk under Basel II. 104 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Risk-adjusted assets – Basel II (1) Table 74 As at October 31 (C$ millions) Exposure (2) Average of risk weights (3) Standardized Approach Advanced Approach Other (4) Total (5) 2008 Risk-adjusted assets Credit risk Lending-related and other Residential mortgages Other retail (Personal, Credit cards and Small business treated as retail) Business (Corporate, Commercial, Medium-sized enterprises and Non-bank financial institutions) Sovereign (Government) Bank Total lending-related and other Trading-related Repo-style transactions Over-the-counter derivatives Total trading-related Total lending-related and other and trading-related Bank book equities (6) Securitization exposures Regulatory scaling factor (7) Other risk-adjusted assets (4) Total credit risk (4) Market risk (8) Interest rate Equity Foreign exchange Commodities Specific risk Total market risk Operational risk (9) $ 93,445 8% $ 1,418 $ 6,024 $ 7,442 142,221 161,331 15,793 67,385 22% 60% 12% 13% 7,974 23,954 40,566 560 6,733 56,760 1,266 2,267 31,928 97,326 1,826 9,000 $ 480,175 31% $ 57,251 $ 90,271 $ – $ 147,522 $ 115,687 86,952 $ 202,639 $ 682,814 3,091 83,190 n.a. 186,623 $ 955,718 $ 3% 30% 643 3,139 $ 2,472 22,757 $ 3,115 25,896 14% $ 3,782 $ 25,229 $ – $ 29,011 26% 91% 9% n.a. 19% $ 61,033 – 767 n.a. n.a. $ 115,500 2,826 6,527 7,491 n.a. $ 35,393 $ 176,533 2,826 7,294 7,491 35,393 24% $ 61,800 $ 132,344 $ 35,393 $ 229,537 $ $ 2,719 1,206 326 345 6,150 2,110 1,367 22 2 2,973 $ 2 3 4,829 ,573 48 347 9,123 $ 10,746 $ 6,474 $ 17,220 $ 31,822 n.a. n.a. $ 31,822 Total risk-adjusted assets $ 955,718 $ 104,368 $ 138,818 $ 35,393 $ 278,579 (1) (2) (3) (4) (5) (6) (7) (8) (9) Calculated using guidelines issued by OSFI under the new Basel II framework. Total exposure represents exposure at default which is the expected gross exposure upon the default of an obligor. This amount is before any specific allowances or partial write-offs and does not reflect the impact of credit risk mitigation and collateral held. Represents the average of counterparty risk weights within a particular category. For credit risk, a majority of our portfolios use the AIRB Approach, which represents 58% of RAA. Portfolios using the Standardized Approach represent 27% of RAA. The remaining 15% represents balance sheet assets not included in the Standardized or AIRB Approaches. The minimum capital requirements for each category can be calculated by multiplying the total RAA by 8%. The amount of banking book equity exposures that were “grandfathered” under Basel II, and thus subject to a 100% risk-weighting until the end of 2017, was $1,095 million as at October 31, 2008. The scaling factor represents a calibration adjustment of 6% as prescribed by OSFI under the Basel II framework and is applied to RAA amounts for credit risk assessed under the AIRB Approach. For market risk RAA measurement, we use an Internal Models Approach where we have obtained regulatory approval and a Standardized Approach for products yet to be approved. For operational risk, we use the Standardized Approach. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 105 In 2008, we undertook several initiatives to support the effective management of our capital, as outlined in Table 75 below. Selected capital management activity Table 75 (C$ millions) Tier 1 Common shares issued Stock options exercised (1) Acquisition of ANB Acquisition of PH&N (2) Acquisition of RBTT Acquisition of FBW Repurchase of common shares – normal course issuer bid (3), (4) First preferred shares issued Non-cumulative Series AC Non-cumulative Series AD Non-cumulative Series AE Non-cumulative Series AF Non-cumulative Series AG Non-cumulative Series AH Non-cumulative Series AJ (5) First preferred shares redeemed Non-cumulative Series O Non-cumulative Series N Trust Capital Securities issued (6) Tier 2 Subordinated debentures issued (7) March 11, 2018 June 6, 2018 June 26, 2037 (JPY10 billion) Repurchase and redemption of subordinated debentures (7) November 8, 2011 June 4, 2012 January 22, 2013 Trust subordinated notes issued (8) October 31, 2008 October 31, 2007 For the year ended Issuance or redemption date Number of shares (000s) Dollars per share Amount Issuance or redemption date Number of shares (000s) Dollars per share Amount February 22, 2008 May 1, 2008 June 16, 2008 June 27, 2008 $ 6,445 16,370 $ 20,250 18,246 4,809 50.69 48.00 49.27 49.07 1,120 49.50 153 830 972 899 236 55 7,215 $ 170 11,845 $ 54.59 November 1, 2006 December 13, 2006 January 19, 2007 March 14, 2007 April 26, 2007 8,000 10,000 10,000 8,000 10,000 25.00 25.00 25.00 25.00 25.00 646 200 250 250 200 250 April 29, 2008 September 16, 2008 8,500 16,000 25.00 25.00 213 400 August 22, 2008 April 28, 2008 12,000 25.00 March 11, 2008 June 6, 2008 January 22, 2008 November 24, 2006 . 300 500 1,000 1,000 June 26, 2007 November 8, 2006 June 4, 2007 April 30, 2007 500 6,000 25.00 150 87 US$400 500 1,000 (1) (2) (3) (4) (5) (6) (7) (8) Amounts include cash received for stock options exercised during the year, fair value adjustment to stock options, and the exercise of stock options from tandem stock appreciation rights (SARs) awards and from renounced tandem SARs. In addition, we issued 6.75 million shares in RBC PH&N Holdings Inc. for $324 million which, after three years, are exchangeable into our common shares as part of the consideration paid for the acquisition of PH&N. For further details, refer to Note 18 to our Consolidated Financial Statements. Effective November 1, 2008, we renewed our normal course issuer bid (NCIB) for one year to purchase, for cancellation, up to 20 million common shares. Dividend rate will reset every five years. $379 million is included in Tier 1 capital, $121 million is included in Tier 2 capital. For further details, refer to Note 17 to our Consolidated Financial Statements. For further details, refer to Note 16 to our Consolidated Financial Statements. Amount in par value. For further details, refer to Note 17 to our Consolidated Financial Statements. Subsequent to October 31, 2008, the following capital transaction occurred: On November 3, 2008, we issued 12 million Non-cumulative First Preferred Shares Series AL at $25 per share, for total proceeds of $300 million. On November 24, 2008, we announced our intention to issue 9 million Non-cumulative 5-year rate reset First Preferred Shares Series AN at $25 per share, for total proceeds of $225 million. The underwriters have the option to purchase an additional $100 million preferred shares at the same offering price. The issuance is expected to be completed on December 8, 2008. Dividends Our common share dividend policy reflects our earnings outlook, desired payout ratio and the need to maintain adequate levels of capi- tal to fund business opportunities. The targeted range of our common share dividend payout ratio for 2008 was 40 to 50%. In 2008, the divi- dend payout ratio was 59%, up from 43% in 2007, as 2008 earnings declined largely due to writedowns, higher provision for credit losses in U.S. banking and spread compression. Common share dividends paid during the year were $2.6 billion, up 13% from a year ago. 106 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Share data and dividends 2008 (C$ millions, except number of shares and per share amounts) Number of shares (000s) Amount Dividends declared per share Number of shares (000s) 2007 Amount Table 76 2006 Dividends declared per share Number of shares (000s) Dividends declared per share Amount First Preferred (1) Non-cumulative Series N Non-cumulative Series O Non-cumulative Series W Non-cumulative Series AA Non-cumulative Series AB Non-cumulative Series AC Non-cumulative Series AD Non-cumulative Series AE Non-cumulative Series AF Non-cumulative Series AG Non-cumulative Series AH Non-cumulative Series AJ (2) $ $ $ – – 12,000 12,000 12,000 8,000 10,000 10,000 8,000 10,000 8,500 16,000 – – 300 300 300 200 250 250 200 250 213 400 $ .88 – 1.23 1.11 1.18 1.15 1.13 1.13 1.11 1.13 .81 – 12,000 – 12,000 12,000 12,000 8,000 10,000 10,000 8,000 10,000 – – 300 – 300 300 300 200 250 250 200 250 – – $ 1.18 – 1.23 1.11 1.18 1.22 1.06 .95 .77 .65 – – 12,000 6,000 12,000 12,000 12,000 – – – – – – – 300 150 300 300 300 – – – – – – – $ 1.18 1.38 1.23 .71 .41 – – – – – – – Total First Preferred $ 2,663 $ 2,350 $ 1,350 Common shares outstanding Treasury shares – preferred Treasury shares – common Exchangeable shares of RBC PH&N Holdings Inc. Stock options Outstanding Exercisable Dividends Common Preferred 1,341,260 (260) (2,258) $ 10,384 (5) (104) $ 2.00 1,276,260 (249) (2,444) $ 7,300 (6) (101) $ 1.82 1,280,890 (94) (5,486) $ 7,196 (2) (180) $ 1.44 6,750 324 – – – – – – – 21,773 17,247 26,623 21,924 32,243 26,918 2,624 101 2,321 88 1,847 60 (1) (2) Only the First Preferred Shares Series W has a conversion option which, as at October 31, 2008, was not yet convertible. Dividend rate will reset every five years. As at December 1, 2008, the number of outstanding common shares and stock options were 1,341,342,000 and 21,627,000, respectively. As at December 1, 2008, the number of Treasury shares – preferred and Treasury shares – common were 191,200 and 2,202,000, respectively. For further information about our share capital, refer to Notes 18 and 21 to our Consolidated Financial Statements. Economic Capital Economic Capital is our internal quantification of risks associated with business activities. Economic Capital is defined as the capital required to remain solvent and in business even under extreme market conditions, given our desire to maintain a debt rating of at least AA. Economic Capital is attributed to each business segment in proportion to management’s assessment of the risks. It allows for comparable performance measurements among our business segments through ROE and RORC which are described in detail in the Key performance and non-GAAP measures section. Accordingly, Economic Capital aids senior management in resource allocation and serves as a reference point for the assessment of our aggregate risk appetite in relation to our financial position, recognizing that factors outside the scope of Economic Capital must also be taken into consideration. Economic Capital is also used to assess the adequacy of our capital base. Our policy is to maintain a level of common equity, and other instruments with equity-like permanence and loss absorption features, that exceeds Economic Capital with a comfortable cushion. Economic Capital is calculated and attributed on a wider array of risks than is Basel II Pillar I regulatory capital, which is calibrated predominantly to target credit, market (trading) and operational risk measures. The identified risks (described below) for which we calcu- late Economic Capital are credit, market (trading and non-trading), operational, business, fixed asset, and insurance. Additionally, Economic Capital includes goodwill and intangibles, and reflects diver- sification benefits across risks and business segments. • Credit risk is the risk of loss associated with a counterparty’s inability or unwillingness to fulfill its payment obligations. • • Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, equity or commodity prices, and credit spreads, in both banking and trading books. Market risk can be exacerbated by thinly traded or illiquid markets. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Business risk is the risk of loss or harm due to variances in vol- umes, prices and costs caused by competitive forces, regulatory changes, reputation and strategic risks. Fixed asset risk is defined as the risk that the value of fixed assets will be less than their book value at a future date. Insurance risk is the risk of loss that may occur when actuarial assumptions made in insurance product design and pricing activi- ties differ from actual experience. • • • For further discussion of credit, market, operational and insurance risk, refer to the Risk management section. The calculation and attribution of Economic Capital involves a number of assumptions and judgments. The methodologies are continually monitored with a view to ensuring that the Economic Capital framework is comprehensive and consistent. Economic Capital measurement models and techniques are developed by GRM and are subject to an internal independent assessment for appropriateness and reliability. The models are continually benchmarked to leading industry practices via participation in surveys, reviews of methodolo- gies and ongoing interaction with external risk management industry professionals. The models and input parameters are subject to inde- pendent vetting and validation, as per internal model risk policies. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 107 Economic Capital (C$ millions average balances) Credit risk Market risk (trading and non-trading) Operational risk Business and fixed asset risk Insurance risk Risk capital Goodwill and intangibles Economic Capital Unattributed capital Common equity Economic Capital increased $2.8 billion from a year ago largely due to increases in Goodwill and intangibles capital and Credit risk capi- tal, partly offset by a decrease in Market risk (non-trading) capital. Goodwill and intangibles capital increased primarily as a result of our acquisitions of ANB, RBTT, PH&N and FBW, as well as the impact of a weaker Canadian dollar on goodwill denominated in foreign curren- cies. The increase in Credit risk capital was largely due to business growth, including acquisitions during the current year, and the impact of a weaker Canadian dollar on the translated value of foreign currency- denominated assets. The decrease in Market risk (non-trading) capital was mostly attributable to methodology changes related to diversification benefits in certain portfolios and improved measure- ment of interest rate risk inherent in our Canadian retail and wholesale operations. We remain well capitalized with current levels of qualified capital exceeding the Economic Capital required to underpin all of our risks. Subsidiary capital Management of our subsidiary capital is an important part of our overall capital management framework. We allocate capital across the enterprise to maximize returns to our shareholders and meet local regulators’ capital adequacy requirements. Additionally, we focus on ensuring that we can access capital recognized in our consolidated regulatory capital measurements. To achieve this objective, we set guidelines for defining capital investments in our subsidiaries and manage the relationship between capital invested in subsidiaries and our consolidated capital base. Each of our subsidiaries has individual responsibility for main- taining the subsidiary’s compliance with local regulatory capital adequacy requirements, which may include restrictions on the transfer of assets in the form of cash, dividends, loans or advances. Concurrently, Corporate Treasury provides centralized oversight and consolidated capital base management across the various entities. The following table provides the Tier 1 and Total capital ratios of our significant banking subsidiary RBC Bank (USA). Capital ratios of our significant banking subsidiary Table 78 As at October 31 RBC Bank (USA) (1), (2) Tier 1 capital ratio Total capital ratio 2008 2007 9.2% 12.5% 10.7% 13.0% (1) (2) Calculated using guidelines issued by the U.S. Federal Reserve Board under Basel I, as the U.S. will adopt Basel II no earlier than 2010. As RBC Bank (USA)’s fiscal year runs from January 1 to December 31, the ratios shown are as at September 30, 2008 and September 30, 2007, respectively. Other considerations affecting capital In addition to the regulatory environment, we closely monitor changes in GAAP and their potential impact on our capitalization levels. $ 2008 8,100 1,750 2,850 2,200 150 $ Table 77 2007 6,850 2,700 2,750 2,000 150 $ 15,050 7,700 $ 14,450 5,550 $ 22,750 2,000 $ 20,000 2,000 $ 24,750 $ 22,000 The Accounting Standards Board (AcSB) of the CICA has announced the adoption of IFRS in place of existing Canadian GAAP. For fiscal years beginning on or after January 1, 2011, publicly account- able enterprises are required to adopt IFRS for financial reporting and disclosure purposes. Moreover, OSFI has confirmed that all federally regulated financial institutions must adopt IFRS as required in the AcSB plan. The adoption of IFRS may impact the capital and capital ratios of banks due to significant recognition and measure- ment differences between IFRS and current Canadian GAAP. We will begin reporting our financial statements in accordance with IFRS on November 1, 2011. We are currently reviewing the IFRS requirements to assess their impact on our capital and disclosure requirements. Capital treatment for equity investments in other entities is deter- mined by a combination of accounting and legal guidelines based on the size or nature of the investment. Three broad approaches apply as follows: • Consolidation: entities in which we have a controlling interest must be fully consolidated on our Consolidated Balance Sheets. Joint ventures are consolidated on a pro rata basis. Consolidated holdings are capitalized directly by asset class and are not treated as equity investments for regulatory capital calculation purposes. Deduction: certain holdings are deducted in full from our regu- latory capital. These include all unconsolidated “substantial investments,” as defined by the Bank Act (Canada), as well as all investments in insurance subsidiaries. Risk weighting: unconsolidated equity investments that are not deducted from capital are risk weighted at a prescribed rate for determination of capital charges. • • While Basel II retains the same criteria for determination of capital treatment of equities, the prescribed risk weightings are generally higher than under Basel I. Impact of the financial market turmoil on capital Our capital position continues to be strong despite the global market turmoil. We maintain a capital cushion to support our business plans and accommodate unexpected increases in risk. While our cost of capital has increased from recent historical lows along with the mar- ket, our access to capital funding remains sound, as reflected in our continuing ability to raise over $6 billion of regulatory capital in 2008 and early fiscal 2009, both as consideration for our acquisitions and for general business purposes. We have reflected our higher costs of capital in internal models and performance measures to ensure the prudent use of capital. To reflect a renewed focus on managing capital at an appropriate level through the business cycle, we have increased our medium-term Tier 1 capital ratio objective from greater than 8.0% to greater than 8.5%. Additionally, we continue to focus on cost-effective initiatives to strengthen our capital position globally. 108 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Our forward-looking capital plan provides the flexibility to accommodate the changing environment. We continue to monitor developments in both the domestic and international markets to assess their potential impact on our capital and adjust our capital plans accordingly. Liquidity and funding risk Liquidity and funding risk is the risk that an institution is unable to generate or obtain sufficient cash or its equivalent in a timely and cost- effective manner to meet its commitments as they come due. Our liquidity and funding management framework is designed to ensure that adequate sources of reliable and cost-effective cash or its equivalents are continually available to satisfy our current and prospective financial commitments under normal and contemplated stress conditions. To achieve this goal, we are dedicated to the preservation of the following key liquidity and funding risk mitigation strategies: • • A large base of core client deposits Continual access to diversified sources of wholesale funding, including demonstrated capacities to monetize specific asset classes A comprehensive and enterprise-wide liquidity contingency plan supported by an earmarked pool of unencumbered marketable securities (referred to as “contingency liquidity assets”) that pro- vide assured access to cash in a crisis. • Our liquidity and funding management practices and processes rein- force these risk mitigation strategies by assigning prudential limits or targets to metrics associated with these activities and regularly measuring and monitoring various sources of liquidity risk under both normal and stressed market conditions. In managing this risk, we aim to achieve a prudent balance between the level of risk we take and the cost of its mitigation, recognizing that this balance may need to be adjusted if our internal or external environments change materially. Responsibilities The Board of Directors is responsible for oversight of our liquidity and funding management framework, which is developed and imple- mented by senior management. • The Audit Committee and the Conduct Review and Risk Policy Committee approve our liquidity and funding management framework. The Audit Committee approves our liquidity risk policy, pledging framework, and liquidity contingency plan and establishes broad liquidity risk tolerance levels, and the Board of Directors is informed on a periodic basis about our current and prospective liquidity condition. The Group Risk Committee and the ALCO share management oversight responsibility for liquidity and funding policies and receive regular reports detailing compliance with key limits and guidelines. Corporate Treasury has global responsibility for the develop- ment of liquidity and funding management policies, strategies and contingency plans and for recommending and monitoring limits within the framework. In this role, Corporate Treasury is assisted by Group Risk Management. Corporate Treasury actively • • Hedging foreign currency-denominated operations We are exposed to foreign currency risk arising from our investments in foreign operations. For unhedged equity investments, when the Canadian dollar weakens against other currencies, the unrealized translation gains on net foreign investments increase our capital levels through AOCI and increase the translated value of the risk-adjusted assets of the foreign currency-denominated operations. The reverse is true when the Canadian dollar appreciates against other currencies. As such, fluctuations in foreign currency exchange rates can result in volatility in our capital and capital ratios. Consequently, we consider these impacts in selecting an appropriate level of our investments in foreign operations to be hedged. • • participates in national and international industry initiatives to benchmark and enhance its liquidity management practices. Treasury departments of business segments and key subsidiaries execute transactions in line with liquidity management policies and strategies. Subsidiaries are responsible for managing their own liquidity in compliance with policies and practices established under advice and counsel by Corporate Treasury and within governing regula- tory requirements. In managing liquidity risk, we favour a centralized management approach so that funding and operational efficiencies can be maxi- mized. We also believe that this approach results in more coordinated and effective measurement and oversight. However, market, regula- tory, tax and organizational considerations influence the extent to which we can be fully centralized. Risk measurement The assessment of our liquidity position reflects management’s conservative estimates, assumptions and judgments pertaining to current and prospective firm-specific and market conditions and the related behaviour of our clients and counterparties. We measure and manage our liquidity position from three risk perspectives as follows: Structural liquidity risk Structural liquidity risk management addresses the risk due to mis- matches in effective maturities between all assets and liabilities, more specifically the risk of over-reliance on short-term liabilities to fund longer-term illiquid assets. We use both the cash capital and survival horizon models to assist in the evaluation of balance sheet liquidity and determination of the appropriate term structure of our debt financ- ing. These methodologies also allow us to measure and monitor the relationship between illiquid assets and core funding, including our exposure to a protracted loss of unsecured wholesale deposits under stressed conditions. Tactical liquidity risk Tactical liquidity risk management addresses our normal day-to-day funding requirements, which are managed by imposing prudential limits on net fund outflows in Canadian dollar and foreign currencies for key short-term time horizons (overnight to nine weeks), as well as on our pledging activities that are subject to an enterprise-wide framework that assigns a risk-adjusted limit to our aggregate pledging exposure and individual limits by types of pledging activities. Pledged assets are not considered a source of available liquidity and include a pool of eligible assets that are reserved exclusively to support our participation in payment and settlement systems. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 109 Contingent liquidity risk Contingent liquidity risk management assesses the impact of and our intended responses to sudden stressful events. The liquidity con- tingency plan identifies comprehensive action plans that would be considered in response to various types of crisis of different duration and severity and in light of prevailing internal and external market conditions. Corporate Treasury maintains and administers the liquidity contingency plan. The Liquidity Crisis Team, consisting of senior rep- resentatives of all key business and functional units, meets regularly to engage in stress testing and to review our liquidity contingency preparedness. Our stress testing exercises are based on models that measure our potential exposure to global, country-specific or RBC-specific events (or a combination thereof) and consider both historical and hypothetical events. Different levels of severity are considered for each type of crisis including ratings downgrades of two and four notches and to non-investment grade for RBC-specific events. These comprehensive tests include elements of scenario and sensitivity stress testing techniques. In all cases, the crisis impact is measured over a nine-week horizon, which is also used in our key measure of tactical liquidity risk and is what we consider to be the most crucial time span for a liquidity event. The risk of more prolonged crises is addressed through the frequency with which our key tests are updated as well as through our measures of structural liquidity that assume a stressed environment. Liquidity Crisis Team members contribute to assumptions about the expected behaviour of balance sheet asset and liability categories and off-balance sheet exposures based on their specialized client, product and market perspectives. Some tests are run monthly, others are only run annually. Frequency is determined by considering a combination of their likelihood and impact. After reviewing test results, the liquidity contingency plan and other related liquidity and funding risk management practices may be modified in light of lessons learned. Failure to meet predetermined minimum targets in some of these tests, as well as in aforementioned risk mea- sures, would result in discussion with senior management and, as necessary, the Board of Directors, and could lead to more conservative practices and limits being prescribed. Our liquid assets are primarily a diversified pool of highly rated and liquid marketable securities and include segregated portfolios (in both Canadian and U.S. dollars) of contingency liquidity assets to address potential on- and off-balance sheet liquidity exposures (such as deposit erosion, loan drawdowns and higher collateral demands), that have been estimated through models we have developed or by the scenario analyses and stress tests that we conduct periodically. These portfolios are subject to minimum asset levels and strict eligibil- ity guidelines to ensure ready access to cash in emergencies, including their eligibility for central bank advances. Risk control We monitor and manage our liquidity position on a consolidated basis and consider legal, regulatory, tax, operational and any other appli- cable restrictions when analyzing our ability to lend or borrow funds between branches, branches and subsidiaries, and subsidiaries. Policies Our principal liquidity and funding policies are reviewed and approved annually by the Asset and Liability Committee, Group Risk Committee and the Board of Directors. These broad policies establish risk toler- ance parameters and authorize senior management committees or Corporate Treasury to approve more detailed policies and limits related to specific measures, businesses and products. These policies and procedures govern management, measurement and reporting requirements and define approved liquidity and funding limits. Authorities and limits Targets for our structural liquidity position, based on both a “cash cap- ital” metric and a “survivability horizon” measurement, are approved at least annually and monitored quarterly. With respect to net short-term funding requirements, limits are monitored daily or weekly, depending on the materiality of each RBC reporting entity, to ensure compliance. The prescribed treat- ment of cash flow assets and liabilities under varying conditions are reviewed periodically by Corporate Treasury in concert with Group Risk Management and the business segments to determine if they remain valid or changes to assumptions and limits are required in light of internal or external developments. Through this type of process, we ensure that a close link is maintained between the management of liquidity and funding risk and market liquidity risk. Global market vola- tility since mid-2007 has prompted us to modify the liquidity treatment of certain asset classes, including auction rate securities and asset- backed securities, to reflect our expectations that market liquidity for these products will be sporadic for some time. Some limits have been revised to take into consideration the results of updated stress tests that reflect lessons learned during this period of market volatility. Reporting Detailed reports on our principal short-term asset/liability mismatches are monitored on a daily basis to ensure compliance with the limits for overall group exposure and by major currency, branches, subsidiaries and geographic locations. As set out in our liquidity and funding management framework, any potential exceptions to established limits on net fund outflows or other rules, whether monitored on a daily, weekly, monthly or quarterly basis, are reported immediately to Corporate Treasury, which provides or arranges for approval after reviewing a remedial action plan. Various other liquidity metrics related to internal and external risk conditions are also monitored and reported regularly to senior management. Funding Funding strategy Diversification of funding sources from retail, commercial, corpo- rate and institutional investors is a crucial component of our overall liquidity management strategy. We encourage wholesale funding diversity and regularly review sources of short- and long-term funds to ensure that they are well diversified by provider, product, market, currency, structure, maturity and geographic origin. We maintain an ongoing presence in different funding markets, which allows us to constantly monitor market developments and trends in order to identify opportunities and risks and to take appropriate and timely actions. Diversification expands our wholesale funding flexibility while minimizing funding concentration and dependency and gener- ally reducing financing costs. To that effect, since September 2007, we have completed our first two covered bond issuances, as well as our first Samurai bond and U.S. dollar-denominated asset-backed security underpinned by credit card receivables from Canadian clients. Maintaining competitive credit ratings is also critical to cost-effective funding. Core funding, comprising capital, longer-term liabilities and a diversified pool of personal and, to a lesser extent, commercial depos- its, is the foundation of our strong structural liquidity position. Credit ratings Our ability to access unsecured funding markets and to engage in certain collateralized business activities on a cost-effective basis is primarily dependent upon maintaining competitive credit ratings. Our credit ratings are largely determined by the quality of our earnings, the adequacy of our capital and the effectiveness of our risk management 110 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis programs. We estimate, based on periodic reviews of ratings triggers embedded in our existing businesses and of our funding capacity sensitivity, that a minor downgrade would not materially influence our liability composition, funding access, collateral usage and associated costs. However, a series of downgrades could have adverse conse- quences for our funding capacity, collateral requirements and on the results of our operations. Credit ratings As at December 4, 2008 (1) Moody’s S&P Fitch DBRS Short-term debt Senior long- term debt P-1 A-1+ F1+ R-1(high) Aaa AA- AA AA Table 79 Outlook negative stable stable stable (1) Credit ratings are not recommendations to purchase, sell or hold a financial obligation inasmuch as they do not comment on market price or suitability for a particular investor. Ratings are subject to revision or withdrawal at any time by the rating organization. The above table presents our major credit ratings as at December 4, 2008. On May 1, 2008, S&P revised our rating outlook from positive to stable, citing the pressure on our earnings of our U.S. retail bank- ing operations due to the downturn in the U.S. housing market. On November 24, 2008, Moody’s revised our rating outlook from stable to negative, citing the potential for further writedowns related to our structured credit exposures and our off-balance sheet exposure to multi-seller and third-party conduits. Our Fitch and DBRS ratings and outlooks remain unchanged from October 31, 2007. Our collective rat- ings continue to be the highest categories assigned by the respective agencies to a Canadian bank, and these strong credit ratings support our ability to competitively access unsecured funding markets. Deposit profile In 2008, personal and commercial deposits remained the key source of funding for our Canadian dollar balance sheet while most foreign currency deposits originated from unsecured, wholesale sources, including large corporate and institutional clients and foreign commer- cial and central banks. The composition of our global deposit liabilities is summarized in Note 13 to our Consolidated Financial Statements. Our personal deposit franchise constitutes the principal source of constant funding while certain commercial and institutional client groups also maintain relational balances with low volatility profiles. Taken together, these clients represent a highly stable supply of core deposits in most conceivable environments as they typically are less responsive to market developments than transactional lenders and investors due to the impact of deposit insurance and extensive and, at times, exclusive relationships with us. Core deposits, consisting of our own statistically derived estimates of the highly stable portions of all of our relational personal, commercial and institutional balances (demand, notice and fixed-term) together with wholesale funds matur- ing beyond one year, increased during the year by about 1% to 57% of our total deposits. Term funding sources Table 80 (C$ millions) 2008 2007 2006 Long-term funding outstanding $ 70,906 $ 51,540 $ 33,361 Total mortgage-backed securities sold Commercial mortgage-backed securities sold Credit card receivables financed through notes issued by a securitization special purpose entity 14,239 15,196 12,186 2,405 2,759 3,163 2,159 1,914 2,250 Our long-term funding sources are managed to minimize cost by limiting concentration by geographic location, investor segment, instrument, currency and maturity profile. In addition, liquidity objec- tives, market conditions, interest rates, credit spreads, desired debt maturity profile and desired financial structure influence our long-term funding activities. We operate debt issuance programs in Canada, the U.S., Europe, Australia and Japan. Diversification into new markets and untapped investor segments is also constantly evaluated against rela- tive issuance costs. During 2008, we continued to expand our long-term funding base by issuing, either directly or through our subsidiaries, $31.7 billion of senior deposit notes in various currencies and markets. Total long- term funding outstanding increased $19.4 billion. Outstanding senior debt containing ratings triggers, which would accelerate repayment, constitutes a very small proportion of our overall outstanding debt. Other liquidity and funding sources We use commercial mortgage, residential mortgage and credit card receivable-backed securitization programs as alternative sources of funding and for liquidity and asset/liability management purposes. We hold retained interests in our residential mortgage and credit card securitization programs. Our total outstanding mortgage-backed securities sold increased year over year by $957 million. Our credit card receivables, which are financed through notes issued by a securitization special purposes entity, increased year over year by $404 million. For further details, refer to the Off-balance sheet arrange- ments section and Note 5 to our Consolidated Financial Statements. Impact of global market turmoil on liquidity management Despite recent global market events, including a material reduction in liquidity in term funding markets, we believe our liquidity and funding position remains adequate to execute our strategy. By leveraging our new and existing domestic and global funding programs, we continued to raise wholesale term funding in size throughout the year as oppor- tunities presented themselves. Most of the funding was raised through large benchmark-sized transactions, but a significant amount was also raised in a variety of lower-cost funding transactions. The $25 billion MBS auctions announced by the Government of Canada in October and subsequently increased to $75 billion in November have helped us further strengthen our liquidity position. We are also in the process of evaluating various newly announced public sector funding programs in different jurisdictions to determine our eligibility and, as applicable, our interest. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 111 As the macroeconomic environment and the health of the finan- cial industry in general has deteriorated, we have taken incremental steps to further conserve funding and manage the composition of our balance sheet. This includes selectively reducing trading inventories and enhancing the liquidity of our balance sheet by securitizing more of our loans to create more eligible collateral to access existing and new central bank lending programs. We will continue to undertake similar initiatives as opportunities arise and circumstances warrant. We expect that various government interventions and central bank initiatives globally will improve the credit markets over the next few months. Except for uncertainty about the timing of the recovery of liquidity in term markets, there are no other known trends, demands, commitments or events that are presently expected to materially change this position. Contractual obligations In the normal course of business, we enter into contracts that give rise to commitments of future minimum payments that affect our liquidity. Depending on the nature of these commitments, the obligation may be recorded on- or off-balance sheet. The table below provides a sum- mary of our future contractual funding commitments. Contractual obligations As at October 31 (C$ millions) (1) Within 1 year 1 to 3 years 3 to 5 years Over 5 years Total 2008 Table 81 2006 Total 2007 Total Unsecured long-term funding Covered bonds Subordinated debentures Obligations under leases (2) $ 11,906 205 278 550 $ 26,676 – – 884 $ 14,237 3,103 – 633 $ 5,796 1,940 7,980 1,129 $ 58,615 5,248 8,258 3,196 $ 49,131 – 6,343 3,161 $ 33,361 – 7,103 2,486 $ 12,939 $ 27,560 $ 17,973 $ 16,845 $ 75,317 $ 58,635 $ 42,950 (1) (2) The amounts presented above exclude accrued interest except for the category “Within 1 year.” Substantially all of our lease commitments are operating. Overview of other risks Reputation risk Reputation risk is the risk that an activity undertaken by an organiza- tion or its representatives will impair its image in the community or lower public confidence in it, resulting in the loss of business, legal action or increased regulatory oversight. Reputation risk can arise from a number of events and primar- ily occurs in connection with regulatory, legal and operational risks. Operational failures and non-compliance with laws and regulations can have a significant reputational impact on us. In addition to the six risk management principles discussed ear- lier in the Risk management principles section, the following principles also apply to our overall management of reputation risk: • We must operate with integrity at all times in order to sustain a • strong and positive reputation. Protecting our reputation is the responsibility of all our employ- ees, including senior management, and extends to all members of the Board of Directors. Code of Conduct Our corporate values and Code of Conduct underpin the management of risk to our reputation and drive our ethical culture. Our Code of Conduct is the foundation of employee and director awareness of the kinds of conduct that protect our reputation, and those that put our reputation at risk. Responsibilities The management of reputation risk is overseen by the Board of Directors. The key senior management committees involved with monitoring and reporting on reputation risk at an enterprise level are the Ethics and Compliance Committee, PRC, STOC, Group Risk Committee and Capital Markets Risk Committee. Risk control Policies Policies and procedures support the management of reputation risk across the organization. Business segments have specific policies in place to manage the risks within their businesses, including reputa- tion risk. A comprehensive set of policy requirements applies to the identification and assessment of reputation risk, including Know Your Client due diligence controls and procedures, anti-money laundering and anti-terrorist financing policy requirements, auditor independence requirements, research standards, whistle blowing, and the require- ments for managing conflicts of interest. Reporting The responsibility for monitoring and reporting on reputation risk issues is primarily within GRM. Regular comprehensive reporting is provided to the Group Risk Committee and the Board of Directors and its committees. This includes annual reporting on fraud issues, litiga- tion issues and quarterly reporting on regulatory, compliance and operational risk issues. Reputation risk issues are also raised in inter- nal audit reports provided to senior management. 112 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Regulatory and legal risk Regulatory and legal risk is the risk of negative impact to business activities, earnings or capital, regulatory relationships or reputation as a result of failure to comply with or a failure to adapt to current and changing regulations, law, industry codes or rules, regulatory expecta- tions, or ethical standards. Global Compliance, which is a part of GRM, has developed a comprehensive enterprise compliance management (ECM) framework that is consistent with regulatory guidance from OSFI and other regula- tors. The framework is designed to promote the proactive, risk-based management of compliance and regulatory risk. It applies to all of our businesses and operations, legal entities and employees globally and confirms the shared accountability of all our employees for ensuring we maintain robust and effective regulatory risk and compliance controls. The framework covers the following eight elements of com- pliance management: liaison with regulators, risk identification and assessment, control design and evaluation, learning and awareness, compliance execution, monitoring and oversight, issue management and reporting, and new initiative management. Responsibilities Global Compliance sets out the enterprise-wide requirements for the identification, assessment, control, monitoring and reporting of regulatory and compliance risk (and associated operational and repu- tation risk), as well as remediation of any issues identified. Oversight is provided by the Board of Directors through the CR&RPC and the Audit Committee. The Ethics and Compliance Committee supports our management of regulatory risk. It approves compliance programs and compliance-related policies and informs and advises the GRC, CR&RPC and the Audit Committee on significant regulatory issues and remedial measures. The CCO and Global Compliance work closely with business partners to ensure the overall effectiveness of compliance and regula- tory risk management controls across the enterprise through the ECM framework, which includes policies for consistent and effective compli- ance, independent oversight of compliance controls, timely reporting of trends and escalation of issues to senior management and the Board of Directors and timely execution of appropriate action plans. Risk measurement The identification and assessment of regulatory risk includes formal risk assessment activities carried out across the organization, both at the individual business and operational level, and at the enterprise level. Risk is measured through the assessment of the impact of Insurance risk Insurance risk is the risk of loss that may occur when actuarial assump- tions made in insurance product design and pricing activities differ from actual experience. Insurance risk arises from all our Insurance businesses, which include life and health, creditor, home and auto, and travel insurance, and reinsurance businesses. Insurance risk can be categorized into the following sub-risks: • Claims risk: The risk that the actual severity and/or frequency of claims differ from the levels assumed in pricing calculations. This risk can occur through (i) a misestimation of expected claims activities as compared to actual claims activities, or (ii) the mis- selection of a risk during the underwriting process. Components of claims risk include mortality risk, morbidity risk, home and auto risk and travel risk. regulatory and organizational changes, the introduction of new prod- ucts and services, and the acquisition or development of new lines of business. It is also measured through the testing of the effective- ness of the controls established to ensure compliance with regulatory requirements and expectations. Although the use of metrics to mea- sure compliance-related matters is relatively new and there are few proven methods for detecting leading indicators, we are working on developing new qualitative and quantitative measures. Meanwhile, we use what measures are available to identify issues and trends. Risk control Policies We have a strong ethical and compliance culture grounded in our Code of Conduct. The Code of Conduct is regularly reviewed and updated to ensure that it continues to meet the expectations of regulators and other stakeholders. All our employees must reconfirm their under- standing of and commitment to comply with the Code of Conduct at least every two years, and employees in certain key roles, such as Group Executive and others in financial oversight roles, must do so annually. We provide online and face-to-face training for all our employees on the Code of Conduct and in the area of anti-money laundering and anti-terrorist financing compliance. Relevant employees also receive additional training in other compliance and regulatory risk matters. This is done through online tools and job aids (as part of employees’ regular job training), new employee orientation materials, and periodi- cally through targeted online, face-to-face or webcast training. Reporting On a quarterly basis, the CCO reports compliance matters to senior management, the Audit Committee and CR&RPC. The CCO also pro- vides an annual report on overall compliance, and on specific topics, such as related party transactions, conflicts of interest, outsourcing arrangements and compliance with Canadian consumer protection requirements. In addition, the Global Chief Anti-Money Laundering Officer reports at least annually on anti-money laundering and anti- terrorist financing compliance. Similarly, senior compliance officers supporting our operating subsidiaries and lines of business provide relevant annual and quarterly reports to their respective senior man- agement teams and boards of directors. • • Policyholder behaviour risk: The risk that the behaviour of policyholders relating to premium payments, policy withdrawals or loans, policy lapses, surrenders and other voluntary termina- tions differs from the behaviour assumed in pricing calculations. Expense risk: The risk that the expense of acquiring or administering policies, or of processing claims, exceeds the costs assumed in pricing calculations. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 113 Responsibilities Insurance risk approval authorities are established by the Board of Directors upon recommendation of its committees and delegated to senior management. The boards of directors of the insurance subsidiaries are respon- sible for the stewardship of the insurance companies. The boards of directors oversee and monitor the management of the insurance subsidiaries and ensure that the subsidiaries are properly managed and functioning within our overall strategies and policies. GRM – Insurance is responsible for providing risk manage- ment direction and oversight to the insurance businesses and for providing comprehensive reporting of insurance risks that we face. The Appointed Actuaries of our Canadian insurance companies are appointed by the boards of directors and have statutory require- ments to provide opinions on adequacy of liabilities, sufficiency of capital, the insurance company’s future financial condition and fair- ness of treatment for policyholders. External actuarial reviewers, in accordance with OSFI guidelines and Canadian Institute of Actuaries standards, provide oversight on the work of the Appointed Actuaries. Our international insurance subsidiaries receive similar actuarial over- sight. Global Functions and GTO also provide direction and oversight to manage risk within their areas of expertise. Insurance business units are responsible for the active manage- ment of insurance risk in partnership with GRM, other Global Functions groups and GTO. Risk measurement We measure insurance risks at regular intervals to ensure that our risk profile is appropriately monitored, reported, and aligned with business assumptions. These risk measurements are used for Economic Capital quantification, valuation of actuarial liabilities, and to meet statutory reporting requirements. This process is managed by GRM – Insurance through the use of models. Models used for risk measurement are subject to a robust and systematic process of review and reporting in accordance with our Model Risk Policy. Key elements of the policy include maintaining appropriate model documentation, an approval process to ensure appropriate segregation of duties, independent and periodic model reviews, and clear accountability and oversight. Risk control Policies Insurance risk policies articulate our strategies to identify, prioritize and manage insurance risk. GRM is responsible for insurance risk poli- cies, which establish the expectations and parameters within which the insurance businesses operate, communicate our risk tolerance, and ensure accountability through clear roles and responsibilities. Authorities and limits Risk approval authorities and limits are established by the Board of Directors and delegated to management within the business units in order to guide insurance business activities. These delegated authori- ties and limits ensure our insurance portfolio is well diversified and within the risk appetite as approved by the Board of Directors. Risk oversight and approval GRM – Insurance provides independent oversight over our insurance business activities, including product development, product pricing, underwriting and claims management. GRM – Insurance also approves authority for activities that exceed business unit authorities and limits, and certain business activities, which are deemed to be of significant risk. Risk mitigation Our key elements for identifying, assessing and managing insurance risk include a risk-based approach for product development and pric- ing, effective guidelines and practices for underwriting, and claims management. Reinsurance, which involves transactions that transfer insurance risk to independent insurance companies, is also used to diversify our portfolio of insurance risks, limit loss exposure to large risks, and provide additional capacity for future growth. Actuarial liabilities Actuarial liabilities are estimates of the amounts required to meet obli- gations resulting from insurance contracts. Liabilities for estimated future policy benefits and expenses are established in accordance with the standards of practice of the Canadian Institute of Actuaries and the requirements of OSFI and other relevant professional and regulatory bodies. Actuarial liabilities for life insurance contracts are calculated using the Canadian Asset Liability Method. These estimates and actu- arial assumptions include explicit provisions for adverse deviations to ensure adequacy of liabilities and are validated through extensive internal and independent external reviews and audits. Reporting GRM – Insurance regularly provides independent evaluation and report- ing on our insurance risk exposures to management at the business segment level and at the enterprise level. The reports analyze and communicate insurance risk information and contribute to the overall understanding of insurance risk. Reporting includes an assessment of risks facing the insurance business units, trends related to all claims and adequacy of actuarial liabilities. The reports also provide an assessment of the risk-return profile of insurance products and a view of future potential risks. 114 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Environmental risk Environmental risk is the risk of loss to financial, operational or reputation value resulting from the impact of environmental issues. Environmental risk arises from our business activities and our opera- tions. For example, the environmental issues associated with our clients’ purchase and sale of contaminated property or development of large-scale projects may give rise to credit and reputation risk for us. Operational and legal risks may arise from environmental issues at our branches, offices or data processing centres. We undertake independent and collaborative research to identify and better understand the material environmental risks we face. Some current and emerging issues include climate change, biodiversity, water and the rights of indigenous peoples, among others. Responsibilities Environmental risk management activities are overseen by the Corporate Environmental Affairs (CEA) Group with support from our business segments and Corporate Support groups. The CEA Group is responsible for developing and implementing the environmental risk management system, including identifying environmental risks in the organization; designing and supporting environmental risk policies, programs and initiatives; monitoring implementation; and leading communication and training. The CEA Group also provides advisory services and support to business and functional units on the manage- ment of specific environmental risks in business transactions. Risk measurement The magnitude of environmental risk associated with business activi- ties is a function of several factors including the industry sector, the type and size of the transaction, the ability of the borrower to man- age environmental matters, and whether real property is taken as collateral. Some environmental risks can be easily quantified while others are assessed on a qualitative basis. For example, in our lending activities, we quantify the potential cost of cleaning up environmental contamination of properties used as security for loans, and the cost to an obligor of making operational changes that may be required to meet environmental regulatory requirements or satisfy other obligations. We are also progressively able to quantify the potential cost of new environmental regulations, such as climate change regulation, to a particular sector or client. Other environmental risks are assessed on a qualitative basis; for example, the exposure of a particular industry to the physical effects of climate change or water scarcity. In our operations, we quantify our cost of compliance with environmental regulations or applicable standards. Risk control We manage environmental risk by maintaining an environmental management system, including policy requirements, management and mitigation strategies, and reporting. Specifically, to manage environ- mental risk, we: • Develop and maintain environmental polices, standards, proce- dures and guidelines • Monitor relevant laws and regulations, as well as other require- ments to which RBC adheres • Maintain environmental programs and initiatives • Establish roles and responsibilities for environmental manage- ment in the organization • Train employees to identify and manage environmental risks • Maintain an open dialogue with stakeholders, both internal and external to the organization • Measure our performance and compare it to our objectives, which • enables us to identify enhancement opportunities Periodically verify that our environmental risk management policies and processes are operating as intended. Policies We published our first environmental policy in 1991. The RBC Environmental Blueprint™, published in 2007, includes a revised corporate environmental policy, as well as details on environmental issues that are important to our stakeholders and us, and outlines our commitment to reducing our environmental footprint, responsible lending and investment, and the development of environmental prod- ucts and services. Our suite of environmental credit risk management policies enables us to proactively identify and manage environmental risks in our lending activities. These policies are regularly reviewed to ensure compliance with legal and operational requirements, and to take into account evolving business activities. In addition to general policies for commercial and corporate lend- ing, we have sector-specific and business-segment-specific policies and guidelines. For example, we have a separate Policy on Social and Environmental Review in our Project Finance business, which reflects our commitment to the Equator Principles (EPs). The EPs are voluntary guidelines that help financial institutions address the environmental and social risks associated with project finance. Management and mitigation In addition to adherence to policies, standards, procedures and guidelines, environmental risk is mitigated through transaction structuring and the use of insurance as well as other mechanisms. The CEA Group supports lenders, risk managers and clients in the management and mitigation of environmental risks in transactions by recommending strategies to treat, eliminate or transfer (via insurance) environmental risk. Reporting The Board of Directors and senior management committees are periodically provided with reports and analysis on risks associated with environmental issues, as appropriate. Loan losses resulting from environmental issues are tracked and reported to senior management. We report on our implementation of the EPs annually in our Corporate Responsibility Report and Public Accountability Statement (CRR and PAS) and on rbc.com. The CRR and PAS also provides infor- mation about our environmental policies, lending, emerging issues, stakeholder engagement, and environmental performance and initiatives. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 115 Additional factors that may affect future results By their very nature, forward-looking statements, including those made in this document, require us to make assumptions and are sub- ject to inherent risks and uncertainties which may cause our actual results to differ materially from our expectations expressed in such forward-looking statements. Factors that might cause our actual finan- cial performance to vary from that described in our forward-looking statements include credit, market, operational, liquidity and funding risks, and other risks discussed in detail in the Risk management section. In addition, the following discussion sets forth other factors we believe could cause our actual results to differ materially from expected results. Impact of the market environment The impact from the continuing volatility in the financial markets and lack of liquidity in credit markets has led to unprecedented levels of market volatility. This market environment has led to the failure or significant weakening of a number of substantial financial institutions globally, causing widespread liquidation of assets and further con- straining of credits markets. These asset sales, along with asset sales by other leveraged investors, including some hedge funds, have rap- idly driven down prices and valuations across a wide variety of traded asset classes. Asset price deterioration has a negative effect on the valuation of many of the asset categories represented on our balance sheet, and reduces our ability to sell assets at prices we consider to be fair value. Our ability to effectively manage our liquidity, our positions within global financial markets, our capital ratios, and our ability to implement effective risk management processes could have a material impact on our business, financial condition, earnings and share price. Writedowns on the value of our held-for-trading securities, or our available-for-sale securities following a determination that they are other-than-temporarily impaired, could further impact our earnings. As well, a protracted market decline could further reduce liquidity in the markets, making it more difficult to value financial instruments, as the most recent transaction price may not be indicative of fair value and we may have to rely on other valuation techniques based on market parameters if the market is deemed to be inactive; access the capital markets and sell assets; increased competition for funding could increase our funding costs; changes in market rates and prices may adversely affect the value of financial products; and our deriva- tive and other transactions may expose us to unexpected risks and potential losses, any or all of which could impact our financial condi- tion and earnings. General business and economic conditions in Canada, the United States and other countries in which we conduct business Interest rates, foreign exchange rates, the stability of various financial markets, consumer saving and spending habits as well as consumer borrowing and repayment patterns, business investment, government spending, the level of activity and volatility of the capital markets, inflation and terrorism each impact the business and economic envi- ronments in which we operate and, ultimately, the level of business activity we conduct and earnings we generate in a specific geographic region. For example, as a result of the market environment many coun- tries are currently experiencing an economic downturn or recession. Either occurrence would result in high unemployment and lower fam- ily incomes, corporate earnings, business investment and consumer spending, any or all of which would adversely affect the demand for our loan and other products and services. In addition, our provision for credit losses would likely increase due to higher expected credit losses, the amount of which could be significant, resulting in lower earnings. Similarly, a further downturn in a particular equity or debt market could cause additional reductions in new issue and investor trading activity or assets under management and assets under administration, resulting in lower fee, commission and other revenue. Also, additional defaults by one or more large financial institutions in Canada, the United States or internationally could further adversely affect the financial markets generally and us specifically. Changes in accounting standards and accounting policies and estimates From time to time, the AcSB changes the financial accounting and reporting standards that govern the preparation of our financial state- ments. These changes can be difficult to anticipate and can materially impact how we record and report our financial condition and results of operations. In some instances, we may be required to retroactively apply a new or revised standard that results in our restating prior period financial statements. The accounting policies and methods we utilize determine how we report our financial condition and results of operations, and they require management to make estimates, including estimates of provisions, allowances and valuations of financial instruments, or rely on assumptions about matters that are inherently uncertain. Such esti- mates and assumptions may require revisions, and changes to them may materially adversely affect our results of operations and financial condition. Significant accounting policies are described in Note 1 to our Consolidated Financial Statements. As detailed in the Critical accounting policies and estimates sec- tion, we have identified eight accounting policies as being “critical” to the presentation of our financial condition and results of operations as: (i) they require management to make particularly subjective and/ or complex judgments about matters that are inherently uncertain; and (ii) it is likely that materially different amounts could be reported using different assumptions and estimates. In 2006, the AcSB announced its decision that all reporting issuers should adopt IFRS. We are required to adopt IFRS commencing November 1, 2011. The adoption of IFRS could impact (i) our current accounting policies, and (ii) our capital and capital ratios due to sig- nificant recognition and measurement differences between IFRS and current Canadian GAAP which could in turn materially impact our finan- cial condition and results of operations Currency rates Our revenue, expenses and income denominated in currencies other than the Canadian dollar are subject to fluctuations in the movement of the average Canadian dollar relative to the average of those curren- cies. Such fluctuations may affect our overall business and financial results. Our most significant exposure is to the U.S. dollar due to our level of operations in the U.S., and other activities conducted in U.S. dollars. A strengthening or weakening of the average Canadian dollar compared to the average U.S. dollar could have a significant effect on our results of operations. For example, in the fourth quarter of 2008, the average Canadian dollar exchange rate depreciated consider- ably against the U.S. dollar, resulting in an increase in the translated value of our U.S. dollar net loss. A strengthening or weakening of the Canadian dollar spot rate compared to the U.S. dollar spot rate could also have a significant effect on our financial condition. For example, as at October 31, 2008, the Canadian dollar spot rate depreciated sharply against the U.S. dollar, resulting in an increase in the trans- lated value of our U.S. dollar-denominated assets and liabilities, and a decrease in our Tier 1 capital ratio as a result of higher risk-adjusted assets and a higher goodwill capital deduction. We are also exposed to the British pound and the Euro due to our activities conducted internationally in these currencies. Appreciation or depreciation of the Canadian dollar relative to the British pound or Euro could reduce or increase, as applicable, the translated value of our British pound- or Euro-denominated revenue, expenses and earnings, and could also impact our financial condition. 116 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Government fiscal monetary and other policies Our businesses and earnings are affected by the fiscal, monetary or other policies that are adopted by the Bank of Canada and various other Canadian regulatory authorities, the Board of Governors of the Federal Reserve System in the United States and other U.S. govern- ment authorities, as well as those adopted by international regulatory authorities and agencies, in jurisdictions in which we operate. For example, the Bank of Canada reduced the overnight rate from 4.25% to 2.25% taking into consideration the global economic slowdown, weaker market conditions and declining commodity prices which reduced spreads on many of our products and in turn impacted our earnings. As well, such policies can adversely affect our clients and counterparties in Canada, the United States and internationally, which may increase the risk of default by such clients and counterparties. Level of competition The competition for clients among financial services companies in the consumer and business markets in which we operate is intense. Client loyalty and retention can be influenced by a number of factors, including relative service levels, the prices and attributes of our prod- ucts or services, our reputation and actions taken by our competitors. Benefits received by our U.S. and international competitors under laws and regulations enacted by their governments in response to the credit environment may also impact our ability to compete. For example, the benefits received by U.S. financial institutions under the Emergency Economic Stabilization Act, the Troubled Asset Relief Program (which has involved injections of capital into U.S. financial institutions) and the Temporary Liquidity Guarantee Program (which includes the tem- porary raising of the U.S. Federal Deposit Insurance Corporation’s deposit insurance from US$100,000 to US$250,000) could result in our potential or existing customers deciding to deposit their money in a U.S. deposit-taking financial institution instead of with us. Other financial services companies, such as insurance companies and non- financial companies, are increasingly offering services traditionally provided by banks. Such competition could also reduce net interest income, fee revenue and adversely affect our earnings. Changes in laws and regulations Laws and regulations are in place to protect the financial and other interests of our clients, investors and the public interest. Changes to laws, including tax laws, regulations or regulatory policies, including changes to our capital management framework, as well as the changes in how they are interpreted, implemented or enforced, particularly due to the market environment, could adversely affect us, for example by lowering barriers to entry in the businesses in which we operate or increasing our costs of compliance. In addition, our failure to comply with applicable laws, regulations or regulatory policies could result in sanctions and financial penalties by regulatory agencies that could adversely impact our reputation and earnings. Judicial or regulatory judgments and legal proceedings Although we take what we believe to be reasonable measures designed to ensure compliance with laws, regulations and regulatory policies in the jurisdictions in which we conduct business, there is no assurance that we always will be, or will be deemed to be, in compli- ance. Accordingly, it is possible that we could receive a judicial or regulatory judgment or decision that results in fines, damages, and other costs or injunctions or loss of licences or registrations that would damage our reputation and negatively impact on our earnings. We are also subject to litigation arising in the ordinary course of our business. We operate in an increasingly regulated and litigious environment, potentially exposing us to liability and other costs, the amounts of which may be difficult to estimate. The adverse resolution of any litigation could have a material adverse effect on our results or could give rise to significant reputational damage, which could impact our future business prospects. Accuracy and completeness of information on clients and counterparties When deciding to extend credit or enter into other transactions with clients and counterparties, we may rely on information provided by or on behalf of clients and counterparties, including audited financial statements and other financial information. We also may rely on rep- resentations of clients and counterparties as to the completeness and accuracy of that information. Our financial results could be adversely impacted if the financial statements and other financial information relating to clients and counterparties on which we rely do not comply with GAAP or are materially misleading. Execution of our strategy Our ability to execute on our objectives and strategic goals will influ- ence our financial performance. If we are unable to successfully implement selected strategies or related plans and decisions, if we make inappropriate strategic choices or if we make a change to our strategic goals, our financial results could be adversely affected. Acquisitions and joint ventures Although we regularly explore opportunities for strategic acquisitions of, or joint ventures with, companies in our lines of business, there is no assurance that we will receive required regulatory or shareholder approvals or be able to complete acquisitions or joint ventures on terms and conditions that satisfy our investment criteria. There is also no assurance we will achieve our financial or strategic objectives or anticipated cost savings following acquisitions or forming joint ventures. Our performance is contingent on successful integration of acquisitions and joint ventures, and on retaining the clients and key employees of acquired companies and joint ventures, and there is no assurance that we will always succeed in doing so. Changes to our credit ratings There can be no assurance that our credit ratings and rating outlooks from rating agencies such as Moody’s, S&P, Fitch Ratings or DBRS will not be lowered or that these ratings agencies will not issue adverse commentaries about us, potentially resulting in higher financing costs and reduced access to capital markets. A lowering of our credit ratings may also affect our ability, and the cost, to enter into normal course derivative or hedging transactions and may require us to post addi- tional collateral under certain contracts. Development and integration of our distribution networks Although we regularly explore opportunities to expand our distribu- tion networks, either through acquisitions or organically by adding, for example, new bank branches, insurance offices, online savings accounts and ATMs in high-growth, receptive markets in Canada, the United States and internationally, if we are not able to develop or inte- grate these distribution networks effectively, our results of operations and financial condition may be negatively affected. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 117 Other factors Other factors that may affect actual results include the possibility that the financial system as a whole may not withstand the effects of a crisis resulting from extraordinary economic, political, social or financial circumstances, changes in government trade policy, the timely and successful development of new products and services, our ability to cross-sell more products to customers, technological changes and our reliance on third parties to provide components of our business infra- structure, the failure of third parties to comply with their obligations to us and our affiliates as such obligations relate to the handling of personal information, fraud by internal or external parties, the possible impact on our business from disease or illness that affects local, national or global economies, disruptions to public infrastruc- ture, including transportation, communication, power and water, international conflicts and other political developments including those relating to the war on terrorism, and our success in anticipating and managing the associated risks. We caution that the foregoing discussion of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors, other uncertainties and potential events, and other industry- and bank-specific factors that may adversely affect our future results and the market valuation placed on our common shares. Unless required by law, we do not undertake to update any forward- looking statement, whether written or oral, that may be made from time to time by us or on our behalf. 118 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Additional financial information Net interest income on average assets and liabilities from continuing operations (1) (C$ millions, except percentage amounts) 2008 2007 2006 2008 Average balances (2) Interest (3) 2007 2006 2008 Table 82 Average rate 2007 2006 Assets Deposits with other banks Canada United States Other International Securities Trading Available-for-sale (4) Investments (4) Assets purchased under reverse repurchase agreements and securities borrowed Loans (5) Canada Retail Wholesale United States Other International $ 1,837 $ 4,168 7,802 1,570 $ 2,904 5,436 1,218 $ 1,856 4,913 13,807 9,910 7,987 137 316 498 45 $ 43 $ 149,098 39,626 – 162,828 31,516 – 134,166 – 38,792 188,724 194,344 172,958 5,519 1,455 ,974 – 6 176 319 538 6,621 1,044 – 7,665 41 155 284 480 5,056 – 1,133 6,189 2.45% 3.29 4.05 3.61 3.70 3.67 – 3.70 2.74% 6.06 5.87 5.43 4.07 3.31 – 3.94 3.37% 8.35 5.78 6.01 3.77 – 2.92 3.58 68,356 71,759 55,615 2,889 3,620 2,827 4.23 5.04 5.08 170,300 38,558 152,588 31,541 135,852 31,539 208,858 35,096 15,623 184,129 25,718 13,388 167,391 21,871 8,286 2 8,889 994 9,883 2,161 ,939 9,376 1,047 10,423 2,240 2,061 8,157 1,264 9,421 2,110 1,177 5.22 2.58 4.73 6.16 18.81 Total interest-earning assets Non-interest-bearing deposits with other banks Customers’ liability under acceptances Other assets 530,464 3,702 11,274 104,860 499,248 2,137 10,270 69,345 434,108 2,806 8,748 56,438 – – 25,344 – 26,547 – – – 22,204 – – – 259,577 223,235 197,548 14,983 14,724 12,708 5.77 4.78 – – – Total assets $ 650,300 $ 581,000 $ 502,100 $ 25,344 $ 26,547 $ 22,204 3.90% 4.57% 4.42% 6.14 3.32 5.66 8.71 15.39 6.60 5.32 – – – 6.00 4.01 5.63 9.65 14.20 6.43 5.11 – – – Liabilities and shareholders’ equity Deposits (6) Canada United States Other International Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Subordinated debentures Other interest-bearing liabilities Total interest-bearing liabilities Non-interest-bearing deposits Acceptances Other liabilities Total liabilities Shareholders’ equity Preferred Common $ 174,441 $ 166,983 $ 167,015 $ 53,817 121,924 56,329 163,487 47,913 91,334 4,423 $ 1,758 5,977 5,669 $ 2,563 5,538 5,024 2,018 3,666 2.54% 3.12 3.66 4 3.39% .76 4.54 394,257 342,724 306,262 12,158 13,770 10,708 45,367 46,654 38,630 1,525 1,997 2,071 36,558 7,183 3,962 42,503 6,704 3,569 32,786 8,013 2,759 487,327 16,784 11,274 108,116 442,154 25,752 10,270 79,087 388,450 17,037 8,882 66,755 – – 1,613 354 334 15,984 – 2,364 338 376 18,845 – – – 1,882 419 328 15,408 – – – – 3.08 3.36 4.41 4.93 8.43 3.28 – – 4.02 4.28 5.56 5.04 10.54 4.26 – – – 3.01% 4.21 4.01 3.50 5.36 5.74 5.23 11.89 3.97 – – – $ 623,501 $ 557,263 $ 481,124 $ 15,984 $ 18,845 $ 15,408 2.56% 3.38% 3.20% 1,795 25,004 1,553 22,184 1,022 19,954 – – – – – – Total liabilities and shareholders’ equity $ 650,300 $ 581,000 $ 502,100 $ 15,984 $ 18,845 $ 15,408 Net interest income and margin $ 650,300 $ 581,000 $ 502,100 $ 9,360 $ 7,702 $ 6,796 Net interest income and margin (average earning assets) Canada United States Other International $ 308,574 $ 280,385 $ 257,319 $ 106,044 112,819 108,733 113,157 90,684 86,105 6,929 $ 1,132 1,299 6,402 $ 412 888 6,045 108 643 Total $ 530,464 $ 499,248 $ 434,108 $ 9,360 $ 7,702 $ 6,796 – – 2.46% 1.44% 2.25% 1.04 1.15 1.76% – – 3.24% 1.33% 2.28% .39 .79 1.54% – – 3.07% 1.35% 2.35% .12 .75 1.57% (1) (2) (3) (4) (5) (6) Geographic classification for selected assets and liabilities is based on the domicile of the booking point of the subject assets and liabilities. Calculated using methods intended to approximate the average of the daily balances for the period. Interest income includes loan fees of $339 million (2007 – $331 million; 2006 – $348 million). AFS securities are carried at fair value. Prior to November 1, 2006, AFS securities were classified as investment securities and were carried at amortized cost. Average balances include impaired loans. Deposits include savings deposits with average balances of $48 billion (2007 – $46 billion; 2006 – $46 billion), interest expense of $.5 billion (2007 – $.4 billion; 2006 – $.4 billion) and average rates of 1.0% (2007 – .9%; 2006 – .8%). Deposits also include term deposits with average balances of $227 billion (2007 – $240 billion; 2006 – $206 billion), interest expense of $8.0 billion (2007 – $10.7 billion; 2006 – $8.3 billion) and average rates of 3.50% (2007 – 4.43%; 2006 – 4.02%). Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 119 Loans and acceptances by geography (1) Table 83 As at October 31 (C$ millions) Canada Residential mortgages (2) Personal Credit cards Small business (3) Retail Business (4) Sovereign (5) Bank (6) Wholesale United States Retail Wholesale Other International Retail Wholesale Total loans and acceptances Total allowance for loan losses 2008 2007 2006 2005 2004 $ 117,690 48,780 8,538 2,804 $ 107,453 42,506 8,142 2,652 $ 94,272 37,946 6,966 2,318 $ 88,808 33,986 6,024 1,951 $ 80,168 30,415 6,298 1,928 177,812 160,753 141,502 130,769 118,809 53,775 1,544 978 51,237 585 521 44,353 553 160 42,383 521 74 35,214 535 106 56,297 52,343 45,066 42,978 35,855 234,109 213,096 186,568 173,747 154,664 12,931 30,943 6,804 18,548 7,652 13,847 7,741 12,317 7,010 11,698 43,874 25,352 21,499 20,058 18,708 4,712 20,345 1,905 10,862 1,896 9,084 25,057 12,767 10,980 1,729 3,454 5,183 1,411 3,961 5,372 $ 303,040 $ 251,215 $ 219,047 $ 198,988 $ 178,744 $ (2,215) $ (1,493) $ (1,409) $ (1,498) $ (1,644) Total loans and acceptances, net of allowance for loan losses $ 300,825 $ 249,722 $ 217,638 $ 197,490 $ 177,100 (1) (2) (3) (4) (5) (6) Geographic information is based on residence of borrower. Includes certain synthetic mortgage securitizations in 2005, 2006, 2007 and 2008. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Loans and acceptances by portfolio and sector Table 84 As at October 31 (C$ millions) Residential mortgages (1) Personal Credit cards Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (4) Sovereign (5) Bank (6) Wholesale Total loans and acceptances (7) Total allowance for loan losses 2008 2007 2006 2005 2004 $ 122,991 60,727 8,933 2,804 $ 109,745 48,743 8,322 2,652 $ 96,675 44,902 7,155 2,318 $ 91,043 41,045 6,200 1,951 $ 81,998 36,848 6,456 1,928 $ 195,455 $ 169,462 $ 151,050 $ 140,239 $ 127,230 5,305 3,999 7,389 8,146 8,788 1,152 5,033 3,947 22,978 3,206 4,239 25,623 2,496 5,284 5,367 3,285 5,206 7,632 6,959 1,349 4,119 2,301 19,187 2,423 2,656 17,583 932 2,754 5,435 2,958 4,553 6,010 4,459 1,126 3,659 1,072 16,145 2,326 2,400 15,586 887 1,381 5,238 2,545 4,437 5,628 1,892 1,210 3,157 543 13,730 2,244 1,900 14,772 550 903 4,992 2,370 4,566 3,462 935 1,150 2,827 511 12,224 2,135 2,555 12,319 800 668 $ 107,585 $ 81,753 $ 67,997 $ 58,749 $ 51,514 $ 303,040 $ 251,215 $ 219,047 $ 198,988 $ 178,744 $ (2,215) $ (1,493) $ (1,409) $ (1,498) $ (1,644) Total loans and acceptances, net of allowance for loan losses $ 300,825 $ 249,722 $ 217,638 $ 197,490 $ 177,100 (1) (2) (3) (4) (5) (6) (7) Includes certain synthetic mortgage securitizations in 2005, 2006, 2007 and 2008. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Other in 2008 related to other services, $10.9 billion; financing products, $4.9 billion, holding and investments, $4.6 billion, health $2.5 billion and other $2.7 billion. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Total loans and acceptances does not reflect the impact of credit risk mitigation. Basel II asset classes of qualifying revolving retail and other retail are largely included within Personal and Credit cards, while home equity lines of credit are included in Personal. 120 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Impaired loans by portfolio and geography (1) Table 85 As at October 31 (C$ millions, except percentage amounts) 2008 2007 2006 2005 2004 Residential mortgages Personal Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (4) Sovereign (5) Bank (6) Wholesale Total impaired loans (7) Canada Residential mortgages Personal Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (5) Bank (6) Wholesale United States Residential mortgages Personal Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (5) Bank (6) Wholesale Other International Retail Wholesale Total impaired loans Specific allowance for loan losses Net impaired loans Gross impaired loans as a % of loans and acceptances Residential mortgages Personal Small business (2) Retail Wholesale Total $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 340 348 40 728 95 20 57 80 25 25 194 7 1,137 45 10 500 – – 2,195 2,923 238 150 40 428 95 17 43 5 3 22 174 6 50 10 10 94 – – 529 52 81 133 – 3 14 73 8 3 20 1 1,087 35 – 282 – – 1,526 1,659 167 140 307 2,923 (767) $ $ $ $ $ $ $ $ – – $ $ $ $ – – $ $ $ $ $ 180 189 19 388 65 5 83 3 14 29 29 4 353 10 19 116 – – 730 1,118 149 152 19 320 64 4 81 1 3 28 28 4 53 10 19 82 – – 377 6 – 27 1 1 2 – – 1 1 – 300 – – 16 – – 322 349 41 31 72 1,118 (351) $ $ $ $ $ $ $ $ – $ $ $ $ – – $ $ $ $ $ 165 205 13 383 45 8 85 6 15 12 17 5 74 49 19 108 – – 443 826 127 183 13 323 45 5 73 4 2 11 14 5 26 9 6 66 266 8 – 15 – 3 12 – – 1 3 – 48 40 13 23 143 158 45 34 79 826 (263) $ $ $ $ $ $ $ $ – – $ $ $ $ – – – $ $ $ $ $ 146 183 11 340 48 4 73 47 15 16 12 4 58 52 14 75 – – 418 758 106 161 11 278 44 2 69 1 2 16 11 4 33 6 7 30 – 225 8 – 16 4 2 4 43 – – 1 – 25 46 7 25 157 173 46 36 82 758 (282) 2,156 $ 767 $ 563 $ 476 $ .28% .57% 1.43% .37% 2.04% .96% . .16% .39% .72% .23% .89% 45% .17% .46% .56% .25% .65% .38% .16% .45% .56% .24% .71% .38% 156 204 8 368 89 8 59 162 14 163 60 10 76 89 19 116 – – 865 1,233 96 178 8 282 75 4 48 1 – 163 56 8 37 16 16 77 501 33 11 44 4 11 141 – – 4 – 39 73 3 31 306 350 42 58 100 1,233 (487) 746 .19% .55% .41% .29% 1.73% .70% Specific allowance for loan losses as a % of gross impaired loans 26.24% 31.40% 31.84% 37.20% 38.68% (1) (2) (3) (4) (5) (6) (7) Geographic information is based on residence of borrower. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Other in 2008 is related to other, $135 million; financing products, $203 million; other services, $124 million; holding and investments, $22 million; and health, $16 million. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Past due loans greater than 90 days not included in impaired loans were $479 million in 2008 (2007 – $280 million; 2006 – $305 million; 2005 – $304 million; 2004 – $219 million). Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 121 Provision for (recovery of) credit losses by portfolio and geography (1) Table 86 (C$ millions, except percentage amounts) 2008 2007 2006 2005 2004 Residential mortgages Personal Credit cards Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (4) Sovereign (5) Bank (6) Wholesale Total specific provision Canada Residential mortgages Personal Credit cards Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (5) Bank (6) Wholesale United States Residential mortgages Personal Credit cards Small business (2) Retail Business (3) Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (5) Bank (6) Wholesale Other International Retail Wholesale Total specific provision Total general provision Total provision for credit losses Specific provision as a % of average net loans and acceptances $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 9 $ 16 445 270 46 777 5 10 19 21 – 2 95 2 345 21 3 130 – – 653 1,430 8 352 266 46 672 5 10 13 (3) – 2 78 1 12 4 3 27 – – 152 824 6 74 4 – 84 – 6 24 – – 17 1 333 17 – 96 – – 494 578 21 7 28 1,430 165 1,595 .53% $ $ $ $ $ $ $ $ – – $ $ $ $ $ – – $ $ $ $ $ $ $ 5 364 223 34 626 2 2 27 (7) – 10 10 1 78 (2) 7 28 – – 156 782 5 334 220 34 593 2 2 26 (4) – 10 10 1 15 4 8 28 – – 102 695 1 22 3 – 26 – 1 (3) – – – – 63 (6) – 3 – – 58 84 7 (4) 3 782 791 .33% $ $ $ $ $ $ $ $ – – $ $ $ $ $ – – $ $ $ $ $ $ $ 6 306 163 29 504 (1) 4 7 (53) 4 2 4 – 1 (5) 1 14 – – (22) 482 6 296 161 29 492 (1) 4 6 (10) – 1 4 – 2 1 2 6 15 507 – 10 2 – 12 – 1 (43) 4 1 – – – (6) (1) 6 (38) (26) – 1 1 482 (53) 429 .23% $ $ $ $ $ $ $ $ – – $ $ $ $ $ 1 – – $ $ $ $ $ $ $ 2 259 194 27 482 (12) – 24 (20) 10 (52) (7) (1) (11) (6) 8 (26) – – (93) 389 1 247 192 27 467 (12) – 25 1 10 (52) (5) – (1) (3) 10 (5) (32) 435 1 12 2 – 15 – (1) (20) – – (2) – (10) (3) (2) (22) (60) (45) – (1) (1) 389 66 455 .21% 7 222 167 27 423 7 2 (11) 50 – 7 13 (3) (1) 2 (32) 64 – – 98 521 6 212 165 27 410 6 1 (12) – – 7 12 1 (4) 7 (30) 15 3 413 1 9 3 – 13 1 63 – – 1 – 3 (9) (1) 47 106 119 – (11) (11) 521 (175) 346 .30% (1) (2) (3) (4) (5) (6) Geographic information is based on residence of borrower. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Other in 2008 is related to financing products, $61 million; other services, $39 million; health, $9 million; holdings and investments, $8 million; and other, $13 million. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. 122 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Allowance for credit losses by portfolio and geography (1) Table 87 (C$ millions, except percentage amounts) Allowance at beginning of year Provision for credit losses Write-offs by portfolio Residential mortgages Personal Credit cards Small business (2) Retail Business (3) Sovereign (4) Bank (5) Wholesale Less developed countries exposures Total write-offs by portfolio Recoveries by portfolio Residential mortgages Personal Credit cards Small business (2) Retail Business (3) Sovereign (4) Bank (5) Wholesale Total recoveries by portfolio Net write-offs Adjustments (6) Total allowance for credit losses at end of year Specific allowance for loan losses Canada Residential mortgages Personal Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (4) Bank (5) Wholesale United States Residential mortgages Personal Small business (2) Retail Business (3) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (4) Bank (5) Wholesale Other International Retail Wholesale Total specific allowance for loan losses General allowance Residential mortgages Personal Credit cards Small business (2) Retail Wholesale General allowance for off-balance sheet items and other items Total general allowance Total allowance for credit losses Key ratios Allowance for credit losses as a % of loans and acceptances Net write-offs as a % of average net loans and acceptances $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2008 1,572 1,595 (9) (504) (319) (44) (876) (435) – – (435) – (1,311) 1 76 49 7 133 29 – – 29 162 (1,149) 281 2,299 23 79 17 119 13 5 12 2 9 4 49 1 9 6 5 23 – – 138 257 5 16 – 21 – – 6 27 – – 8 1 241 13 – 79 – – 375 396 68 46 114 767 20 461 270 47 798 650 84 1,532 2,299 .76% .42% $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2007 1,486 791 (5) (446) (268) (42) (761) (107) – – (107) – (868) 1 75 46 7 129 41 – – 41 170 (698) (7) 1,572 13 79 9 101 9 2 45 – 9 10 9 1 18 5 7 38 – – 153 254 1 5 – 6 – – – – – – – – 56 – – 6 – – 62 68 13 16 29 351 16 349 193 37 595 370 256 1,221 1,572 .63% .30% $ $ $ – $ $ $ $ $ $ $ $ $ $ $ 9 $ $ – – $ $ $ 2 – $ $ – – $ $ $ $ $ $ 1 $ $ $ $ $ 2006 1,568 429 (5) (379) (204) (36) (624) (89) – (89) – (713) – 64 41 7 112 93 – – 93 205 (508) (3) 1,486 11 88 108 8 3 32 2 10 2 8 1 10 5 7 24 112 220 1 3 1 2 3 – 1 – – – 1 – – 4 12 15 12 16 28 263 19 365 95 37 616 349 258 1,223 1,486 .68% .25% $ $ $ – $ $ $ $ $ $ $ $ $ $ $ 8 $ $ – – $ $ $ 2 – $ $ – – $ $ $ $ $ $ $ $ $ $ $ 2005 1,714 455 (5) (353) (237) (34) (629) (141) – (141) – (770) – 69 43 9 121 53 – – 53 174 (596) (5) 1,568 9 101 118 14 1 31 5 10 6 7 – 15 3 4 16 112 230 1 3 1 2 3 1 – – – – 1 5 1 4 18 21 12 19 31 282 19 343 195 37 594 425 267 1,286 1,568 .79% .32% $ $ $ – $ $ $ $ $ $ $ $ $ $ $ 6 $ $ – – $ $ $ 3 – $ $ – – $ $ $ $ $ $ $ $ $ $ $ 2004 2,164 346 (7) (332) (207) (44) (590) (411) – (411) – (1,001) – 68 39 11 118 98 – – 98 216 (785) (11) 1,714 11 108 125 27 2 14 – – 63 24 3 14 6 13 36 202 327 2 5 – 2 4 48 – – 3 – 14 8 2 37 118 123 14 23 37 487 14 334 191 37 576 374 277 1,227 1,714 .97% .46% (1) (2) (3) (4) (5) (6) Geographic information is based on residence of borrower. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Other adjustments include primarily foreign exchange translations on non-Canadian dollar-denominated allowance for credit losses and acquisition adjustments for RBTT $25 million in 2008; ANB $50 million in 2008; Flag Bank $21 million in 2007; and Provident Financial Group Inc. $6 million in 2004. Management’s Discussion and Analysis Royal Bank of Canada: Annual Report 2008 123 Credit quality information by Canadian province (1) Table 88 (C$ millions) Loans and acceptances Atlantic provinces (2) Quebec Ontario Prairie provinces (3) B.C. and territories (4) 2008 2007 2006 2005 2004 $ 11,446 32,908 105,410 43,884 40,461 $ 11,556 35,168 90,242 40,956 35,174 $ 10,256 32,723 81,968 32,598 29,023 $ 10,255 26,646 78,283 31,190 27,373 $ 9,598 23,670 70,896 26,701 23,799 Total loans and acceptances in Canada $ 234,109 $ 213,096 $ 186,568 $ 173,747 $ 154,664 Gross impaired loans Atlantic provinces (2) Quebec Ontario Prairie provinces (3) B.C. and territories (4) Total gross impaired loans in Canada Specific provision Atlantic provinces (2) Quebec Ontario Prairie provinces (3) B.C. and territories (4) $ $ $ $ 66 122 504 158 107 $ 53 118 322 112 92 $ 53 68 286 107 75 $ 47 44 269 78 65 957 $ 697 $ 589 $ 503 $ $ 43 63 610 60 48 $ 40 66 490 51 48 $ 33 47 344 38 45 $ 30 7 368 44 (14) Total specific provision for credit losses in Canada $ 824 $ 695 $ 507 $ 435 $ (1) (2) (3) (4) Based on residence of borrower. Comprises Newfoundland and Labrador, Prince Edward Island, Nova Scotia and New Brunswick. Comprises Manitoba, Saskatchewan and Alberta. Comprises British Columbia, Nunavut, Northwest Territories and Yukon. 60 131 254 93 245 783 34 (1) 318 31 31 413 Small business loans and acceptances in Canada by sector (1) As at October 31 (C$ millions) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (2) Total small business loans $ $ 2008 261 636 2,234 384 84 346 1,672 100 3,052 316 940 4,687 $ 2007 271 650 2,350 370 88 351 1,543 98 2,822 314 901 4,488 $ 2 2006 248 601 2,043 284 73 366 1,377 88 ,565 300 774 4,098 $ Table 89 2004 519 463 1,764 150 51 276 999 62 1,821 232 502 3,298 2005 715 490 1,728 182 78 311 1,057 57 1,982 243 549 3,365 $ 14,712 $ 14,246 $ 12,817 $ 10,757 $ 10,137 (1) (2) Includes small business exposure managed on a pooled and individual client basis. Other sector in 2008 related primarily to other services – $2,977 million, health – $1,108 million, holding and investment – $473 million and financing products – $79 million. 124 Royal Bank of Canada: Annual Report 2008 Management’s Discussion and Analysis Consolidated Financial Statements Reports Notes to the Consolidated Financial Statements 132 Note 1 Significant accounting policies 164 Note 19 Non-controlling interest in and estimates subsidiaries 137 Note 2 Fair value of financial instruments 164 Note 20 Pensions and other 126 Management’s responsibility for financial reporting 126 Report of Independent Registered Chartered Accountants 126 Comments by Independent Registered Chartered Accountants on Canada-United States of America Reporting Difference 127 Management’s Report on Internal Control over Financial Reporting 127 Report of Independent Registered Chartered Accountants Consolidated Financial Statements 128 Consolidated Balance Sheets 129 Consolidated Statements of Income 130 Consolidated Statements of Comprehensive Income 141 Note 3 Securities 144 Note 4 Loans 146 Note 5 Securitizations 148 Note 6 Variable interest entities 149 Note 7 Derivative instruments and hedging activities 153 Note 8 Premises and equipment 154 Note 9 RBC Dexia Investor Services joint venture 154 Note 10 Goodwill and other intangibles 156 Note 11 Significant acquisitions 157 Note 12 Other assets 158 Note 13 Deposits 130 Consolidated Statements of Changes in 159 Note 14 Insurance Shareholders’ Equity 159 Note 15 Other liabilities 131 Consolidated Statements of Cash Flows 160 Note 16 Subordinated debentures 161 Note 17 Trust capital securities 162 Note 18 Preferred share liabilities and share capital post-employment benefits 167 Note 21 Stock-based compensation 169 Note 22 Revenue from trading and selected non-trading financial instruments 170 Note 23 Income taxes 171 Note 24 Earnings per share 172 Note 25 Guarantees, commitments and contingencies 176 Note 26 Contractual repricing and maturity schedule 176 Note 27 Related party transactions 177 Note 28 Results by business and geographic segment 179 Note 29 Nature and extent of risks arising from financial instruments 186 Note 30 Capital management 187 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles 199 Note 32 Parent company information 200 Note 33 Subsequent event Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 125 Management’s responsibility for financial reporting The accompanying Consolidated Financial Statements of Royal Bank of Canada (RBC) were prepared by management, which is responsible for the integrity and fairness of the information presented, including the many amounts that must of necessity be based on estimates and judgments. These Consolidated Financial Statements were prepared in accordance with Canadian generally accepted accounting principles (GAAP) pursuant to Subsection 308 of the Bank Act (Canada), which states that, except as otherwise specified by the Superintendent of Financial Institutions Canada, the financial statements are to be prepared in accordance with Canadian GAAP. Financial information appearing throughout our Management’s Discussion and Analysis is consistent with these Consolidated Financial Statements. In discharging our responsibility for the integrity and fairness of the Consolidated Financial Statements and for the accounting systems from which they are derived, we maintain the necessary system of internal controls designed to ensure that transactions are authorized, assets are safeguarded and proper records are maintained. These controls include quality standards in hiring and training of employees, policies and procedures manuals, a corporate code of conduct and accountability for performance within appropriate and well-defined areas of responsibility. The system of internal controls is further supported by a compli- ance function, which is designed to ensure that we and our employees comply with securities legislation and conflict of interest rules, and by an internal audit staff, which conducts periodic audits of all aspects of our operations. our Consolidated Financial Statements and recommends them to the Board for approval. Other key responsibilities of the Audit Committee include reviewing our existing internal control procedures and planned revisions to those procedures, and advising the directors on auditing matters and financial reporting issues. Our Compliance Officer and Chief Internal Auditor have full and unrestricted access to the Audit Committee. The Office of the Superintendent of Financial Institutions Canada (OSFI) examines and inquires into the business and affairs of RBC as deemed necessary to determine whether the provisions of the Bank Act are being complied with, and that RBC is in sound financial condi- tion. In carrying out its mandate, OSFI strives to protect the rights and interests of depositors and creditors of RBC. Deloitte & Touche LLP, Independent Registered Chartered Accountants appointed by the shareholders of RBC upon the recom- mendation of the Audit Committee and Board, have performed an independent audit of the Consolidated Financial Statements and their report follows. The auditors have full and unrestricted access to the Audit Committee to discuss their audit and related findings. Gordon M. Nixon President and Chief Executive Officer Janice R. Fukakusa Chief Financial Officer The Board of Directors oversees management’s responsibilities Toronto, December 4, 2008 for financial reporting through an Audit Committee, which is composed entirely of independent directors. This Committee reviews Report of Independent Registered Chartered Accountants To the Shareholders of Royal Bank of Canada We have audited the consolidated balance sheets of Royal Bank of Canada (the “Bank”) as at October 31, 2008 and 2007 and the con- solidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2008. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant esti- mates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reason- able basis for our opinion. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Bank as at October 31, 2008 and 2007 and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2008 in accordance with Canadian generally accepted accounting principles. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Bank’s internal control over financial reporting as of October 31, 2008 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 4, 2008 expressed an unqualified opinion on the Bank’s internal control over financial reporting. Deloitte & Touche LLP Independent Registered Chartered Accountants Licensed Public Accountants Toronto, Canada December 4, 2008 Comments by Independent Registered Chartered Accountants on Canada-United States of America Reporting Difference The standards of the Public Company Accounting Oversight Board (United States) require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the Bank’s financial statements, such as the changes described in Notes 1, 2, 3, 7, and 31 to the consolidated financial statements. Our report to the shareholders dated December 4, 2008, is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors’ report when 126 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements the change is properly accounted for and adequately disclosed in the financial statements. Deloitte & Touche LLP Independent Registered Chartered Accountants Licensed Public Accountants Toronto, Canada December 4, 2008 Management’s Report on Internal Control over Financial Reporting Management of Royal Bank of Canada (RBC) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions related to and dispositions of RBC’s assets provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and RBC receipts and expenditures are made only in accordance with authorizations of management and RBC’s directors provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of RBC assets that could have a material effect on RBC’s financial statements. • • Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, pro- jections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Report of Independent Registered Chartered Accountants To the Shareholders of Royal Bank of Canada We have audited the internal control over financial reporting of Royal Bank of Canada (the “Bank”) as of October 31, 2008 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assess- ment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reason- able assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evalu- ating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, manage- ment, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as Management assessed the effectiveness of RBC’s internal control over financial reporting as of October 31, 2008, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that, as of October 31, 2008, RBC’s internal control over financial reporting is effective based on the criteria established in the Internal Control – Integrated Framework. Also, management determined that there were no material weaknesses in RBC’s internal control over financial report- ing as of October 31, 2008. RBC’s internal control over financial reporting as of October 31, 2008 has been audited by Deloitte & Touche LLP, Independent Registered Chartered Accountants, who also audited RBC’s Consolidated Financial Statements for the year ended October 31, 2008, as stated in the Report of Independent Registered Chartered Accountants, which report expressed an unqualified opinion on the effectiveness of RBC’s internal control over financial reporting. Gordon M. Nixon President and Chief Executive Officer Janice R. Fukakusa Chief Financial Officer Toronto, December 4, 2008 necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detec- tion of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, pro- jections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in condi- tions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Bank maintained, in all material respects, effective internal control over financial reporting as of October 31, 2008 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as at and for the year ended October 31, 2008 of the Bank and our report dated December 4, 2008 expressed an unqualified opinion on those consolidated financial statements. Deloitte & Touche LLP Independent Registered Chartered Accountants Licensed Public Accountants Toronto, Canada December 4, 2008 Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 127 Consolidated Balance Sheets As at October 31 (C$ millions) Assets Cash and due from banks Interest-bearing deposits with banks Securities (Note 3) Trading Available-for-sale Assets purchased under reverse repurchase agreements and securities borrowed Loans (Notes 4 and 5) Retail Wholesale Allowance for loan losses Other Customers’ liability under acceptances Derivatives (Note 7) Premises and equipment, net (Note 8) Goodwill (Note 10) Other intangibles (Note 10) Other assets (Note 12) Liabilities and shareholders’ equity Deposits (Note 13) Personal Business and government Bank Other Acceptances Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Derivatives (Note 7) Insurance claims and policy benefit liabilities (Note 14) Other liabilities (Note 15) Subordinated debentures (Note 16) Trust capital securities (Note 17) Preferred share liabilities (Note 18) Non-controlling interest in subsidiaries (Note 19) Shareholders’ equity (Note 18) Preferred shares Common shares (shares issued – 1,341,260,229 and 1,276,260,033) Contributed surplus Treasury shares – preferred (shares held – 259,700 and 248,800) – common (shares held – 2,258,047 and 2,444,320) Retained earnings Accumulated other comprehensive income (loss) Gordon M. Nixon President and Chief Executive Officer Victor L. Young Director 128 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements 2008 2007 $ 11,086 $ 4,226 20,041 11,881 122,508 48,626 147,485 30,770 171,134 178,255 44,818 64,313 195,455 96,300 169,462 69,967 291,755 (2,215) 239,429 (1,493) 289,540 237,936 11,285 136,134 3,260 9,977 1,253 25,331 11,786 66,585 2,131 4,752 628 17,853 187,240 103,735 $ 723,859 $ 600,346 $ 139,036 269,994 29,545 $ 116,557 219,886 28,762 438,575 365,205 11,285 27,507 32,053 128,705 7,385 35,689 11,786 44,689 37,033 72,010 7,283 28,483 242,624 201,284 8,131 1,400 – 2,371 6,235 1,400 300 1,483 2,663 10,384 242 (5) (104) 19,936 (2,358) 2,050 7,300 235 (6) (101) 18,167 (3,206) 30,758 24,439 $ 723,859 $ 600,346 Consolidated Statements of Income For the year ended October 31 (C$ millions) Interest income Loans Securities Assets purchased under reverse repurchase agreements and securities borrowed Deposits with banks Interest expense Deposits Other liabilities Subordinated debentures Net interest income Non-interest income Insurance premiums, investment and fee income Trading revenue Investment management and custodial fees Mutual fund revenue Securities brokerage commissions Service charges Underwriting and other advisory fees Foreign exchange revenue, other than trading Card service revenue Credit fees Securitization revenue (Note 5) Net (loss) gain on available-for-sale securities (Note 3) Net gain on investment securities Other Non-interest income Total revenue Provision for credit losses (Note 4) Insurance policyholder benefits, claims and acquisition expense Non-interest expense Human resources (Notes 20 and 21) Equipment Occupancy Communications Professional fees Outsourced item processing Amortization of other intangibles (Note 10) Other Income from continuing operations before income taxes Income taxes (Note 23) Net income before non-controlling interest Non-controlling interest in net income of subsidiaries Net income from continuing operations Net loss from discontinued operations Net income Preferred dividends (Note 18) Net income available to common shareholders Average number of common shares (in thousands) (Note 24) Basic earnings per share (in dollars) Basic earnings per share from continuing operations (in dollars) Basic earnings (loss) per share from discontinued operations (in dollars) Average number of diluted common shares (in thousands) (Note 24) Diluted earnings per share (in dollars) Diluted earnings per share from continuing operations (in dollars) Diluted earnings (loss) per share from discontinued operations (in dollars) Dividends per share (in dollars) 2008 2007 2006 $ 14,983 6,974 2,889 498 $ 14,724 7,665 3,620 538 $ 12,708 6,189 2,827 480 25,344 26,547 22,204 12,158 3,472 354 13,770 4,737 338 10,708 4,281 419 15,984 18,845 15,408 9,360 7,702 6,796 2,609 (408) 1,759 1,561 1,377 1,367 875 646 648 415 461 (617) – 1,529 3,152 1,999 1,579 1,473 1,353 1,303 1,217 533 491 293 261 63 – 1,043 3,348 2,574 1,301 1,242 1,243 1,216 1,024 438 496 241 257 – 88 373 12,222 14,760 13,841 21,582 22,462 20,637 1,595 1,631 7,779 1,155 926 749 562 341 135 704 791 2,173 7,860 1,009 839 723 530 308 96 1,108 429 2,509 7,268 957 792 687 546 298 76 871 12,351 12,473 11,495 6,005 1,369 4,636 81 4,555 – 7,025 1,392 5,633 141 5,492 – 6,204 1,403 4,801 44 4,757 (29) $ 4,555 $ 5,492 $ 4,728 (101) (88) (60) $ 4,454 $ 5,404 $ 4,668 1,305,706 3.41 3.41 – $ $ $ 1,273,185 4.24 4.24 – $ $ $ 1,279,956 3.65 3.67 (.02) $ $ $ 1,319,744 3.38 3.38 – $ $ $ 1,289,314 4.19 $ 4.19 $ – $ 1,299,785 3.59 3.61 (.02) $ $ $ $ 2.00 $ 1.82 $ 1.44 Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 129 Consolidated Statements of Comprehensive Income For the year ended October 31 (C$ millions) Comprehensive income Net income Other comprehensive income, net of taxes Net change in unrealized (losses) gains on available-for-sale securities Net unrealized losses on available-for-sale securities Reclassification of losses on available-for-sale securities to income Foreign currency translation adjustments Unrealized foreign currency translation gains (losses) Reclassification of (gains) losses on foreign currency translation to income Net foreign currency translation (losses) gains from hedging activities Net change in cash flow hedges Net (losses) gains on derivatives designated as cash flow hedges Reclassification of losses on derivatives designated as cash flow hedges to income Other comprehensive income (loss) Total comprehensive income Consolidated Statements of Changes in Shareholders’ Equity For the year ended October 31 (C$ millions) Preferred shares (Note 18) Balance at beginning of year Issued Redeemed for cancellation Balance at end of year Common shares (Note 18) Balance at beginning of year Issued Purchased for cancellation Balance at end of year Contributed surplus Balance at beginning of year Renounced stock appreciation rights Stock-based compensation awards Other Balance at end of year Treasury shares – preferred (Note 18) Balance at beginning of year Sales Purchases Balance at end of year Treasury shares – common (Note 18) Balance at beginning of year Sales Purchases Balance at end of year Retained earnings Balance at beginning of year Transition adjustment – Financial instruments (1) Net income Preferred share dividends (Note 18) Common share dividends (Note 18) Premium paid on common shares purchased for cancellation Issuance costs and other Balance at end of year Accumulated other comprehensive income (loss) Transition adjustment – Financial instruments (1) Unrealized gains and losses on available-for-sale securities Unrealized foreign currency translation gains and losses, net of hedging activities Gains and losses on derivatives designated as cash flow hedges Balance at end of year Retained earnings and Accumulated other comprehensive income Shareholders’ equity at end of year (1) The transition adjustment relates to the implementation of the financial instruments accounting standards. Refer to Note 1. 130 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements 2008 2007 2006 $ 4,555 $ 5,492 $ 4,728 (1,376) 373 (1,003) 5,080 (3) (2,672) 2,405 (603) 49 (554) 848 (93) 28 (65) (2,965) (42) 1,804 (1,203) 80 31 111 – – – (501) 2 269 (230) – – – (1,157) (230) $ 5,403 $ 4,335 $ 4,498 2008 2007 2006 $ $ 2,050 613 – 2,663 7,300 3,090 (6) 10,384 235 (5) 14 (2) 242 (6) 23 (22) (5) (101) 51 (54) (104) $ 1,050 1,150 (150) 2,050 7,196 170 (66) 7,300 292 (6) (46) (5) 235 (2) 33 (37) (6) (180) 175 (96) (101) 700 600 (250) 1,050 7,170 127 (101) 7,196 265 (2) (18) 47 292 (2) 51 (51) (2) (216) 193 (157) (180) 18,167 – 4,555 (101) (2,624) (49) (12) 15,771 (86) 5,492 (88) (2,321) (580) (21) 13,704 – 4,728 (60) (1,847) (743) (11) 19,936 18,167 15,771 (45) (1,068) (802) (443) (2,358) (45) (65) (3,207) 111 (3,206) – – (2,004) – (2,004) 17,578 14,961 13,767 $ 30,758 $ 24,439 $ 22,123 Consolidated Statements of Cash Flows For the year ended October 31 (C$ millions) Cash flows from operating activities Net income Adjustments to determine net cash from (used in) operating activities Provision for credit losses Depreciation Business realignment payments Future income taxes Amortization of other intangibles Gain on sale of premises and equipment Gain on loan securitizations Loss (gain) on sale of available-for-sale securities Writedown of available-for-sale securities Gain on sale of investment securities Writedown of investment securities Changes in operating assets and liabilities Insurance claims and policy benefit liabilities Net change in accrued interest receivable and payable Current income taxes Derivative assets Derivative liabilities Trading securities Net change in brokers and dealers receivable and payable Other Net cash from (used in) operating activities from continuing operations Net cash from operating activities from discontinued operations Net cash from (used in) operating activities Cash flows from investing activities Change in interest-bearing deposits with banks Change in loans, net of loan securitizations Proceeds from loan securitizations Proceeds from sale of available-for-sale securities Proceeds from sale of investment securities Proceeds from maturity of available-for-sale securities Proceeds from maturity of investment securities Purchases of available-for-sale securities Purchases of investment securities Net acquisitions of premises and equipment Change in assets purchased under reverse repurchase agreements and securities borrowed Net cash used in acquisitions Net cash (used in) investing activities from continuing operations Net cash from investing activities from discontinued operations Net cash used in investing activities Cash flows from financing activities Change in deposits Issue of RBC Trust Capital Securities Issue of RBC Trust Subordinated Notes Issue of subordinated debentures Repayment of subordinated debentures Issue of preferred shares Redemption of preferred shares for cancellation Issuance costs Issue of common shares Purchase of common shares for cancellation Sales of treasury shares Purchase of treasury shares Dividends paid Dividends/distributions paid by subsidiaries to non-controlling interests Change in obligations related to assets sold under repurchase agreements and securities loaned Change in obligations related to securities sold short Change in short-term borrowings of subsidiaries Net cash from financing activities from continuing operations Net cash from financing activities Effect of exchange rate changes on cash and due from banks Net change in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year Supplemental disclosure of cash flow information Amount of interest paid in year Amount of income taxes paid in year 2008 2007 2006 $ 4,555 $ 5,492 $ 4,757 1,595 539 (11) (455) 135 (17) (203) 1 631 – – 791 434 (38) (147) 96 (16) (41) (146) 66 – – 102 164 (2,705) (69,527) 56,685 25,013 (552) (4,518) (54) (28) 1,034 (28,856) 29,916 10,976 (317) 3,341 11,432 – 22,503 – 11,432 22,503 (8,160) (62,209) 9,480 8,885 – 14,804 – (24,864) – (1,265) 19,650 (974) (1,379) (41,802) 8,020 8,117 – 15,350 – (22,012) – (706) (4,935) (373) 429 405 (74) 144 76 (16) (16) – – (228) 25 220 217 (203) 1,105 (498) (21,341) (1,017) 1,713 (14,302) 4 (14,298) (5,265) (33,534) 8,139 – 8,547 – 27,188 – (31,976) (511) (16,405) (256) (44,653) – (39,720) – (44,073) 140 (44,653) (39,720) (43,933) 61,271 500 – 2,000 (500) 613 (300) (11) 149 (55) 74 (76) (2,688) (33) (6,172) (17,192) 1,618 16,831 – 1,000 87 (989) 1,150 (150) (23) 155 (646) 208 (133) (2,278) (59) (4,070) 6,436 (145) 36,663 – – – (953) 600 (250) (6) 116 (844) 244 (208) (1,807) (47) 17,722 5,861 620 39,198 17,374 57,711 39,198 17,374 57,711 883 6,860 4,226 (332) (175) 4,401 (80) (600) 5,001 $ 11,086 $ 4,226 $ 4,401 $ 15,967 2,025 $ $ 18,494 1,352 $ $ 14,678 1,682 $ Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 131 Consolidated Financial Statements (all tabular amounts are in millions of Canadian dollars, except per share amounts) Note 1 Significant accounting policies and estimates The accompanying Consolidated Financial Statements have been prepared in accordance with Subsection 308 of the Bank Act (Canada) (the Act), which states that, except as otherwise specified by the Office of the Superintendent of Financial Institutions Canada (OSFI), our Consolidated Financial Statements are to be prepared in accor- dance with Canadian generally accepted accounting principles (GAAP). The significant accounting policies used in the preparation of these financial statements, including the accounting requirements of OSFI, are summarized below. These accounting policies conform, in all material respects, to Canadian GAAP. Basis of consolidation Our Consolidated Financial Statements include the assets and liabilities and results of operations of all subsidiaries and variable interest entities (VIEs) where we are the Primary Beneficiary after elimination of intercompany transactions and balances. The equity method is used to account for investments in associated corporations and limited partnerships in which we have significant influence. These invest- ments are reported in Other assets. Our share of earnings, gains and losses realized on dispositions and writedowns to reflect other-than- temporary impairment in the value of these investments are included in Non-interest income. The proportionate consolidation method is used to account for investments in joint ventures in which we exercise joint control, whereby our pro rata share of assets, liabilities, income and expenses is consolidated. Significant accounting changes Capital Disclosures and Financial Instruments – Disclosures and Presentation On November 1, 2007, we adopted three new presentation and disclosure standards that were issued by the Canadian Institute of Chartered Accountants (CICA): Handbook Section 1535, Capital Disclosures (Section 1535), Handbook Section 3862, Financial Instruments – Disclosures (Section 3862), and Handbook Section 3863, Financial Instruments – Presentation (Section 3863). Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital, (ii) quantitative data about what the entity regards as capital, (iii) whether the entity has complied with any capital requirements, and (iv) if it has not complied, the consequences of such non-compliance. Sections 3862 and 3863 substantially replaced Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revised and enhanced its disclosure requirements and continued its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. In October 2008, the CICA issued amendments to Handbook Section 3855, Financial Instruments – Recognition and Measurement, Section 3861, Financial Instruments – Disclosure and Presentation and Section 3862, Financial Instruments – Disclosure, permitting, under certain circumstances, financial assets to be reclassified from held- for-trading to available-for-sale or from available-for-sale to loans and receivables. Financial assets that were classified as held-for-trading using the fair value option cannot be reclassified. These amendments were effective for us on August 1, 2008, and details of the securities reclassified are presented in Note 3. Translation of foreign currencies Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at rates prevailing at the balance sheet date. Non-monetary assets and liabilities are translated into Canadian dollars at historical rates. Income and expenses denominated in foreign currencies are translated at average rates of exchange for the year. 132 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Assets and liabilities of our self-sustaining operations with functional currencies other than the Canadian dollar are translated into Canadian dollars at rates prevailing at the balance sheet date, and income and expenses of these foreign operations are translated at average rates of exchange for the year. Unrealized gains or losses arising as a result of the translation of our foreign self-sustaining operations along with the effective portion of related hedges are reported as a component of Other comprehensive income (OCI) on an after-tax basis. Upon disposal or dilution of our interest in such investments, an appropriate portion of the accumulated net translation gains or losses is included in Non-interest income. Other foreign currency translation gains and losses are included in Non-interest income. Securities Securities are classified, based on management’s intentions, as held-for-trading, available-for-sale or held-to-maturity. Held-for-trading securities include securities purchased for sale in the near term and securities designated as held-for-trading under the fair value option and are reported at fair value. Obligations to deliver Trading securities sold but not yet purchased are recorded as liabilities and carried at fair value. Realized and unrealized gains and losses on these securities are recorded as Trading revenue in Non- interest income. Dividend and interest income accruing on Trading securities is recorded in Interest income. Interest and dividends accrued on interest-bearing and equity securities sold short are recorded in Interest expense. Available-for-sale securities include: (i) securities which may be sold in response to or in anticipation of changes in interest rates and resulting prepayment risk, changes in foreign currency risk, changes in funding sources or terms, or to meet liquidity needs; and (ii) loan substitute securities which are client financings that have been structured as after-tax investments rather than conventional loans in order to provide the clients with a borrowing rate advantage. Available-for-sale securities are measured at fair value with the differ- ence between the fair value and its amortized cost, including changes in foreign exchange rates, recognized in OCI, net of tax. Purchase premiums or discounts on available-for-sale debt securities are amortized over the life of the security using the effective interest method and are recognized in Net interest income. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market are measured at cost. Held-to-maturity securities are debt securities where we have the intention and ability to hold the investment until its maturity date. These securities are carried at amortized cost using the effective interest method. Interest income and amortization of premiums and discounts on debt securities are recorded in Net interest income. We hold a nominal amount of held-to-maturity securities in our normal course of business. All held-to-maturity securities have been included with Available-for-sale securities on our Consolidated Balance Sheets. At each reporting date, and more frequently when conditions war- rant, we evaluate our available-for-sale and held-to-maturity securities with unrealized losses to determine whether those unrealized losses are other-than-temporary. This determination is based on consideration of several factors including: (i) the length of time and extent to which the fair value has been less than its amortized cost; (ii) the severity of the impair- ment; (iii) the cause of the impairment and the financial condition and near-term prospects of the issuer; and (iv) our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of fair value. If our assessment indicates that the impairment in value is other-than-temporary, or we do not have the intent or ability to hold the security until its fair value recovers, the security is written down to its current fair value, and a loss is recognized in net income. Gains and losses realized on disposal of available-for-sale securi- ties and losses related to other-than-temporary impairment in value of available-for-sale securities are included in Non-interest income as Net gain or losses on available-for-sale securities. We account for all of our securities using settlement date accounting except that changes in fair value between the trade date and settlement date are reflected in income for securities classified or designated as held-for-trading while changes in the fair value of available-for-sale securities between the trade and settlement dates are recorded in OCI. Fair value option A financial instrument can be designated as held-for-trading (the fair value option) on its initial recognition, even if the financial instrument was not acquired or incurred principally for the purpose of selling or repurchasing it in the near term. An instrument that is classified as held-for-trading by way of this fair value option must have a reliably measurable fair value and satisfy one of the following criteria established by OSFI: (i) it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities, or recognizing gains and losses on them on a different basis; (ii) it belongs to a group of financial assets or financial liabilities or both that are managed and evaluated on a fair value basis in accordance with our risk management or investment strategy, and are reported to senior management on that basis; or (iii) it is an embedded derivative in a financial or non-financial host contract and the derivative is not closely related to the host contract. Financial instruments designated as held-for-trading using the fair value option are recorded at fair value and any gain or loss arising due to changes in fair value are included in net income. These instruments can- not be reclassified out of held-for-trading category while they are held or issued. Transaction costs Transaction costs are expensed as incurred for financial instruments classified or designated as held-for-trading. For other financial instruments, transaction costs are capitalized on initial recognition. Assets purchased under reverse repurchase agreements and sold under repurchase agreements We purchase securities under agreements to resell (reverse repurchase agreements) and take possession of these securities. Reverse repur- chase agreements are treated as collateralized lending transactions whereby we monitor the market value of the securities purchased and additional collateral is obtained when appropriate. We also have the right to liquidate the collateral held in the event of counterparty default. We also sell securities under agreements to repurchase (repurchase agreements), which are treated as collateralized borrowing transactions. Reverse repurchase agreements and repurchase agreements are carried on our Consolidated Balance Sheets at the amounts at which the securities were initially acquired or sold plus accrued interest, respectively, except when they are designated using the fair value option as held-for-trading and are recorded at fair value. Interest earned on reverse repurchase agreements is included in Interest income in our Consolidated Statements of Income, and interest incurred on repurchase agreements is included in Interest expense in our Consolidated Statements of Income. Changes in fair value for reverse repurchase agreements and repurchase agreements carried at fair value under the fair value option are included in Trading revenue in Non-interest income. Loans Loans are recorded at amortized cost unless they have been designated as held-for-trading using the fair value option. Loans recorded at amortized cost are net of an allowance for loan losses and unearned income which comprises unearned interest and unamortized loan fees. Loans designated as held-for-trading are carried at fair value. Loans stated at amortized costs are subject to periodic impairment review and are classified as impaired when, in management’s opinion, there is no longer reasonable assurance of the timely collection of the full amount of principal or interest. Whenever a payment is 90 days past due, loans other than credit card balances and loans guaranteed or insured by a Canadian government (federal or provincial) or a Canadian government agency (collectively, Canadian government) are classified as impaired unless they are fully secured and collection efforts are reasonably expected to result in repayment of debt within 180 days past due. Credit card balances are written off when a payment is 180 days in arrears. Loans guaranteed by a Canadian government are classified as impaired when the loan is contractually 365 days in arrears. When a loan is identified as impaired, the accrual of interest is discontinued and any previously accrued but unpaid interest on the loan is charged to the Provision for credit losses. Interest received on impaired loans is credited to the Provision for credit losses. Impaired loans are returned to performing status when all past due amounts, including interest, have been collected, loan impairment charges have been reversed, and the credit quality has improved such that timely collection of principal and interest is reasonably assured. When an impaired loan is identified, the carrying amount of the loan is reduced to its estimated realizable amount, measured by discounting the expected future cash flows at the effective interest rate inherent in the loan. In subsequent periods, recoveries of amounts previously written off and any increase in the carrying value of the loan are credited to the Allowance for credit losses on our Consolidated Balance Sheets. Where a portion of a loan is written off and the remaining balance is restructured, the new loan is carried on an accrual basis when there is no longer any reasonable doubt regarding the collectability of principal or interest, and payments are not 90 days past due. Assets acquired in respect of problem loans are recorded at their fair value less costs of disposition. Fair value is determined based on either current market value where available or discounted cash flows. Any excess of the carrying value of the loan over the recorded fair value of the assets acquired is recognized by a charge to the Provision for credit losses. Fees that relate to activities such as originating, restructuring or renegotiating loans are deferred and recognized as Interest income over the expected term of such loans using the effective interest method. Where there is reasonable expectation that a loan will result, commitment and standby fees are also recognized as interest income over the expected term of the resulting loan using the effective interest method. Otherwise, such fees are recorded as other liabilities and amortized to non-interest income over the commitment or standby period. Allowance for credit losses The allowance for credit losses is maintained at levels that management considers appropriate to cover estimated identified credit related losses in the portfolio as well as losses that have been incurred, but are not yet identifiable as at the balance sheet date. The allowance relates to on-balance sheet exposures, such as loans and acceptances, and off-balance sheet items such as letters of credit, guarantees and unfunded commitments. The allowance is increased by a charge to the provision for credit losses and decreased by the amount of write-offs, net of recoveries. The allowance for credit losses for on-balance sheet items is included as a reduction to assets, and the allowance relating to off-balance sheet items is included in Other liabilities. The allowance is determined based on management’s identification and evaluation of problem accounts for estimated losses that exist on the remaining portfolio, and on other factors including the composition and credit quality of the portfolio, and changes in economic and business conditions. The allowance for credit losses consists of specific allowances and the general allowance. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 133 Note 1 Significant accounting policies and estimates (continued) Specific allowances Specific allowances are recorded to recognize estimated losses on both retail and wholesale loans that have become impaired. The losses relating to wholesale borrowers including small business loans individually managed are estimated using management’s judgment relating to the timing of future cash flow amounts that can be reasonably expected from the borrowers, financially responsible guarantors and the realization of collateral. The amounts expected to be recovered are reduced by estimated collection costs and discounted at the effective interest rate of the obligation. The losses relating to retail portfolios, including residential mortgages, and personal and small business loans managed on a pooled basis are based on net write-off experience. For credit cards, no specific allowance is maintained as balances are written off when a payment is 180 days in arrears. Personal loans are generally written off at 150 days past due. Write-offs for other loans are generally recorded when there is no realistic prospect of full recovery. General allowance A general allowance is established to cover estimated credit losses incurred in the lending portfolio that have not yet been specifically identified as impaired. For heterogeneous loans (wholesale loans including small business loans individually managed), the determination of the general allowance is based on the application of estimated probability of default, gross exposure at default and loss factors, which are determined by historical loss experience and delineated by loan type and rating. For homogeneous portfolios (retail loans) including residential mortgages, credit cards, as well as personal and small business loans that are managed on a pooled basis, the determination of the general allowance is based on the application of historical loss rates. In determining the general allowance level, management also considers the current portfolio credit quality trends, business and economic conditions, the impact of policy and process changes, and other supporting factors. Acceptances Acceptances are short-term negotiable instruments issued by our clients to third parties which we guarantee. The potential liability under acceptances is reported in Liabilities – Other on our Consolidated Balance Sheets. The recourse against our clients in the case of a call on these commitments is reported as a corresponding asset of the same amount in Assets – Other. Fees earned are reported in Non-interest income. Derivatives Derivatives are primarily used in sales and trading activities. Derivatives are also used to manage our exposures to interest, currency, credit and other market risks. The most frequently used derivative products are interest rate swaps, interest rate futures, forward rate agreements, interest rate options, foreign exchange forward contracts, currency swaps, foreign currency futures, foreign currency options, equity swaps and credit derivatives. All derivative instruments are recorded on our Consolidated Balance Sheets at fair value, including those derivatives that are embedded in financial or non-financial contracts that are not closely related to the host contracts. An embedded derivative is a component of a hybrid instrument that includes a non-derivative host contract, with the effect that some of the cash flows of the hybrid instrument vary in a way similar to a stand-alone derivative. When an embedded derivative is separated, the host contract is accounted for based on GAAP applicable to contract of that type without the embedded derivative. All embedded derivatives are presented on a combined basis with the host contracts although they are separated for measurement purposes. When derivatives are used in sales and trading activities, the realized and unrealized gains and losses on derivatives are recognized 134 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements in Non-interest income – Trading revenue. Derivatives with a positive fair value are reported as Derivative assets and derivatives with a negative fair value are reported as Derivative liabilities. Where we have both the legal right and intent to settle derivative assets and liabilities simultaneously with a counterparty, the net fair value of the derivative positions is reported as an asset or liability, as appropriate. Market and credit valuation adjustments, margin requirements and premiums paid are also included in Derivative assets, while premiums received are shown in Derivative liabilities. When derivatives are used to manage our own exposures, we determine for each derivative whether hedge accounting can be applied, as discussed below. To determine the fair value adjustments on RBC debt designated as held-for-trading, we calculate the present value of the instruments based on the contractual cash flows over the term of the arrangement by using RBC’s effective funding rate at the beginning and end of the period with the unrealized change in present value recorded in Net income. Hedge accounting We use derivatives and non-derivatives in our hedging strategies to manage our exposure to interest, currency, credit and other market risks. Where hedge accounting can be applied, a hedge relationship is designated and documented at inception to detail the particular risk management objective and the strategy for undertaking the hedge transaction. The documentation identifies the specific asset, liability or anticipated cash flows being hedged, the risk that is being hedged, the type of hedging instrument used and how effectiveness will be assessed. The hedging instrument must be highly effective in accomplishing the objective of offsetting either changes in the fair value or anticipated cash flows attributable to the risk being hedged both at inception and throughout the life of the hedge. Hedge accounting is discontinued prospectively when it is determined that the hedging instrument is no longer effective as a hedge, the hedging instrument is terminated or sold, or upon the sale or early termination of the hedged item. Refer to Note 7 for the fair value of the derivatives and non-derivative instruments categorized by their hedging relationships, as well as derivatives that are not designated in hedging relationships. Fair value hedges In a fair value hedging relationship, the carrying value of the hedged item is adjusted for changes in fair value attributable to the hedged risk and recognized in Non-interest income. Changes in the fair value of the hedged item, to the extent that the hedging relationship is effective, are offset by changes in the fair value of the hedging derivative, which are also recognized in Non-interest income. When hedge accounting is dis- continued, the carrying value of the hedged item is no longer adjusted and the cumulative fair value adjustments to the carrying value of the hedged items are amortized to Net income over the remaining term of the original hedging relationship. We predominantly use interest rate swaps to hedge our exposure to the changes in a fixed interest rate instrument’s fair value caused by changes in interest rates. We also use, in limited circumstances, certain cash instruments to hedge our exposure to the changes in fair value of monetary assets attributable to changes in foreign currency exchange rates. Cash flow hedges In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative, net of taxes, is recognized in OCI while the ineffective portion is recognized in Non-interest income. When hedge accounting is discontinued, the amounts previ- ously recognized in Accumulated other comprehensive income (AOCI) are reclassified to Net interest income during the periods when the variability in the cash flows of the hedged item affects Net interest income. Gains and losses on derivatives are reclassified immediately to Net income when the hedged item is sold or terminated early. We predominantly use interest rate swaps to hedge the variability in cash flows related to a variable rate asset or liability. Net investment hedges In hedging a foreign currency exposure of a net investment in a self- sustaining foreign operation, the effective portion of foreign exchange gains and losses on the hedging instruments, net of applicable taxes, is recognized in OCI and the ineffective portion is recognized in Non-interest income. The amounts previously recognized in AOCI are recognized in Net income when there is a reduction in the hedged net investment as a result of a dilution or sale of the net investment, or reduc- tion in equity of the foreign operation as a result of dividend distributions. We use foreign exchange contracts and foreign currency- denominated liabilities to manage our foreign currency exposures to net investments in self-sustaining foreign operations having a functional currency other than the Canadian dollar. Premises and equipment Premises and equipment are stated at cost less accumulated deprecia- tion. Depreciation is recorded principally on a straight-line basis over the estimated useful lives of the assets, which are 25 to 50 years for buildings, 3 to 10 years for computer equipment, and 7 to 10 years for furniture, fixtures and other equipment. The amortization period for leasehold improvements is the lesser of the useful life of the leasehold improvements or the lease term plus the first renewal period, if rea- sonably assured of renewal, up to a maximum of 10 years. Gains and losses on disposal are recorded in Non-interest income. Business combinations, goodwill and other intangibles All business combinations are accounted for using the purchase method. Identifiable intangible assets are recognized separately from Goodwill and included in Other intangibles. Goodwill represents the excess of the price paid for the business acquired over the fair value of the net identifiable assets acquired, and is assigned to reporting units of a business segment. A reporting unit comprises business operations with similar economic characteristics and strategies, and is defined by GAAP as the level of reporting at which goodwill is tested for impairment and is either a business segment or one level below. Upon disposal of a portion of a reporting unit, goodwill is allocated to the disposed portion based on the fair value of that portion relative to the total reporting unit. Goodwill is evaluated for impairment annually as at August 1 or more often if events or circumstances indicate there may be an impair- ment. If the carrying value of a reporting unit, including the allocated goodwill, exceeds its fair value, goodwill impairment is measured as the excess of the carrying amount of the reporting unit’s allocated goodwill over the implied fair value of the goodwill, based on the fair value of the assets and liabilities of the reporting unit. Any goodwill impairment is charged to income in the period in which the impairment is identified. Subsequent reversals of impairment are prohibited. related to our foreign operations where repatriation of such amounts is not contemplated in the foreseeable future. Income taxes reported in our Consolidated Statements of Income include the current and future portions of the expense. Income taxes applicable to items charged or credited to Shareholders’ equity are netted with such items. Changes in future income taxes related to a change in tax rates are recognized in the period when the tax rate change is substantively enacted. Net future income taxes accumulated as a result of temporary differences are included in Other assets. A valuation allowance is established to reduce future income tax assets to the amount more likely than not to be realized. In addition, our Consolidated Statements of Income contain items that are non-taxable or non-deductible for income tax purposes and, accordingly, cause the income tax provision to be different from what it would be if based on statutory rates. Pensions and other post-employment benefits We offer a number of benefit plans, which provide pension and other benefits to eligible employees (as described in Note 20). These plans include registered defined benefit pension plans, supplemental pension plans, defined contribution plans and health, dental, disability and life insurance plans. Investments held by the pension funds primarily comprise equity and fixed income securities. Pension fund assets are valued at fair value. For the principal defined benefit plans, the expected return on plan assets, which is reflected in the pension benefit expense, is cal- culated using a market-related value approach. Under this approach, assets are valued at an adjusted market value, whereby realized and unrealized capital gains and losses are amortized over 3 years on a straight-line basis. For the majority of the non-principal and supple- mental defined benefit pension plans, the expected return on plan assets is calculated based on fair value of assets. Actuarial valuations for the defined benefit plans are performed on a regular basis to determine the present value of the accrued pen- sion and other post-employment benefits, based on projections of employees’ compensation levels to the time of retirement and the costs of health, dental, disability and life insurance. Our defined benefit pension expense, which is included in Non- interest expense – Human resources, consists of the cost of employee pension benefits for the current year’s service, interest cost on the liability, expected investment return on the market-related value or market value of plan assets and the amortization of prior service costs, net actuarial gains or losses and transitional assets or obliga- tions. For some of our defined benefit plans, including the principal defined benefit plans, actuarial gains or losses are determined each year and amortized over the expected average remaining service life of employee groups covered by the plans. For the remaining defined benefit plans, net actuarial gains or losses in excess of the greater of 10% of the plan assets or the benefit obligation at the beginning of the year are amortized over the expected average remaining service life of employee groups covered by the plan. Gains and losses on settlements of defined benefit plans are recognized in income when settlement occurs. Curtailment gains and losses are recognized in the period when the curtailment becomes probable and the impact can be reasonably estimated. Other intangibles with a finite life are amortized on a straight-line Our defined contribution plan expense is included in Non-interest basis over their estimated useful lives, generally not exceeding 20 years, and are also tested for impairment when conditions exist which may indicate that the estimated future net cash flows from the asset will be insufficient to recover its carrying amount. Income taxes We use the asset and liability method whereby income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for accounting purposes compared with tax purposes. A future income tax asset or liability is determined for each temporary difference based on the tax rates that are expected to be in effect when the underlying items of income and expense are expected to be realized, except for earnings expense – Human resources for services rendered by employees during the period. The cumulative excess of pension fund contributions over the amounts recorded as expenses is reported as a Prepaid pension benefit cost in Other assets. The cumulative excess of expense over fund contributions is reported as Accrued pension and other post- employment benefit expense in Other liabilities. Stock-based compensation We offer stock-based compensation plans to certain key employees and to our non-employee directors as described in Note 21. We use the fair value method to account for stock options granted to employees whereby compensation expense is recognized over the Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 135 Note 1 Significant accounting policies and estimates (continued) applicable vesting period with a corresponding increase in contributed surplus. When the options are exercised, the exercise price proceeds together with the amount initially recorded in contributed surplus are credited to common shares. Stock options granted prior to November 1, 2002, were accounted for using the intrinsic value method, and accordingly no expense was recognized for these options since the exercise price for such grants was equal to the closing price on the day before the stock options were granted. These awards fully vested during 2006. When these stock options are exercised, the proceeds will be recorded as common shares. Options granted between November 29, 1999, and June 5, 2001, were accompanied by tandem stock appreciation rights (SARs), which gave participants the option to receive cash payments equal to the excess of the current market price of our common shares over the options’ exercise price. SARs obligations are now fully vested and give rise to compensation expense as a result of changes in the market price of our common shares. These expenses, net of related hedges, are recorded as Non-interest expense – Human resources in our Consolidated Statements of Income with a corresponding increase in Other liabilities on our Consolidated Balance Sheets. Our other compensation plans include performance deferred share plans and deferred share unit plans for key employees (the Plans). The deferred share plans are settled in our common shares or cash and the deferred share unit plans are settled in cash. The obligations for the Plans are accrued over their vesting period. For share-settled awards, our accrued obligations are based on the market price of our common shares at the date of grant. For cash-settled awards, our accrued obliga- tions are periodically adjusted for fluctuations in the market price of our common shares and dividends accrued. Changes in our obligations under the Plans, net of related hedges, are recorded as Non-interest expense - Human resources in our Consolidated Statements of Income with a corresponding increase in Other liabilities or Contributed surplus on our Consolidated Balance Sheets. The compensation cost attributable to options and awards, granted to employees who are eligible to retire or will become eligible to retire during the vesting period, is recognized immediately if the employee is eligible to retire on the grant date or over the period between the grant date and the date the employee becomes eligible to retire. Our contributions to the employee savings and share ownership plans are expensed as incurred. Loan securitization We periodically securitize loans by selling loans or packaged loans in the form of mortgage-backed securities (MBS) to independent special purpose entities (SPEs) or trusts that issue securities to investors. These transactions are accounted for as sales and the transferred assets are removed from our Consolidated Balance Sheets when we are deemed to have surrendered control over such assets and have received consideration other than beneficial interests in these trans- ferred loans. For control to be surrendered, all of the following must occur: (i) the transferred loans must be isolated from the seller, even in bankruptcy or other receivership; (ii) the purchaser must have the legal right to sell or pledge the transferred loans or, if the purchaser is a Qualifying Special Purpose Entity (QSPE) as described in the CICA Accounting Guideline 12, Transfers of Receivables (AcG-12), its inves- tors have the right to sell or pledge their ownership interest in the entity; and (iii) the seller must not continue to control the transferred loans through an agreement to repurchase them or have a right to cause the loans to be returned. If any one of these conditions is not met, the transfer is considered to be a secured borrowing, the loans remain on our Consolidated Balance Sheets, and the proceeds are recognized as a liability. When MBS are created, we reclassify the loans at their carrying costs into MBS and retained interests on our Consolidated Balance Sheets. The retained interest represents the excess spread of loan 136 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements interest over the MBS rate of return. The initial carrying value of the MBS and the related retained interests are determined based on their relative fair value on the date of securitization. MBS are classified as held-for-trading securities or available-for-sale securities, based on management’s intent. Retained interests are classified as available- for-sale or as held-for-trading using the fair value option. Both MBS and the retained interests are subject to periodic impairment review. Gains on the sale of loans or MBS are recognized in Non-interest income and are dependent on the previous carrying amount of the loans or MBS involved in the transfer. To obtain fair values, quoted market prices are used, if available. When quotes are not available for retained interests, we generally determine fair value based on the present value of expected future cash flows using management’s best estimates of key assumptions such as payment rates, weighted aver- age life of the prepayable receivables, excess spread, expected credit losses and discount rates commensurate with the risks involved. For each securitization transaction where we have retained the servicing rights, we assess whether the benefits of servicing represent adequate compensation. When the benefits of servicing are more than adequate, a servicing asset is recognized in Other assets. When the benefits of servicing are not expected to be adequate, we recognize a servicing liability in Other liabilities. Neither an asset nor a liability is recognized when we have received adequate compensation. A servic- ing asset or liability is amortized in proportion to and over the period of estimated net servicing income. Insurance Premiums from long-duration contracts, primarily life insurance, are recognized when due in Non-interest income – Insurance premiums, investment and fee income. Premiums from short-duration contracts, primarily property and casualty, and fees for administrative services are recognized in Insurance premiums, investment and fee income over the related contract period. Unearned premiums of the short- duration contracts, representing the unexpired portion of premiums, are reported in Other liabilities. Investments made by our insurance operations are classified as available-for-sale or loans and receivables, except for investments supporting the policy benefit liabilities on life and health insurance contracts and a portion of property and casualty contracts. These are designated as held-for-trading under the fair value option with changes in fair value reported in Insurance premiums, investment and fee income. Insurance claims and policy benefit liabilities represent current claims and estimates for future insurance policy benefits. Liabilities for life insurance contracts are determined using the Canadian Asset Liability Method (CALM), which incorporates assumptions for mortal- ity, morbidity, policy lapses and surrenders, investment yields, policy dividends, operating and policy maintenance expenses, and provisions for adverse deviation. These assumptions are reviewed at least annually and updated in response to actual experience and market conditions. Liabilities for property and casualty insurance represent estimated provisions for reported and unreported claims. Liabilities for life and property and casualty insurance are included in Insurance claims and policy benefit liabilities. Acquisition costs for new insurance business consist of commis- sions, premium taxes, certain underwriting costs and other costs that vary with the acquisition of new business. Deferred acquisition costs for life insurance products are implicitly recognized in Insurance claims and pol- icy benefit liabilities by CALM. For property and casualty insurance, these costs are classified as Other assets and amortized over the policy term. Segregated funds are lines of business in which we issue a con- tract where the benefit amount is directly linked to the market value of the investments held in the underlying fund. The contractual arrange- ment is such that the underlying assets are registered in our name but the segregated fund policyholders bear the risk and rewards of the fund’s investment performance. We provide minimum death benefit and maturity value guarantees on segregated funds. The liability associated with these minimum guarantees is recorded in Insurance claims and policy benefit liabilities. Segregated funds are not included in our Consolidated Financial Statements. We derive only fee income from segregated funds, which is reflected in Insurance premiums, investment and fee income. Fee income includes management fees, mortality, policy, administration and surrender charges. Liabilities and equity Financial instruments that will be settled by a variable number of our common shares upon their conversion by the holders as well as the related accrued distributions are classified as liabilities on our Consolidated Balance Sheets. Dividends and yield distributions on these instruments are classified as Interest expense in our Consolidated Statements of Income. Earnings per share Earnings per share is computed by dividing Net income available to common shareholders by the weighted average number of common shares outstanding for the period, net of treasury shares. Net income available to common shareholders is determined after deducting divi- dend entitlements of preferred shareholders and any gain (loss) on redemption of preferred shares net of related income taxes. Diluted earnings per share reflects the potential dilution that could occur if additional common shares are assumed to be issued under securities or contracts that entitle their holders to obtain common shares in the future, to the extent such entitlement is not subject to unresolved contingencies. The number of additional shares for inclusion in diluted earnings per share calculations is determined using the treasury stock method. Under this method, stock options whose exercise price is less than the average market price of our common shares are assumed to be exercised and the proceeds are used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options and repurchased from proceeds is included in the calculation of diluted earnings per share. Use of estimates and assumptions In preparing our Consolidated Financial Statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, net income and related disclosures. Certain estimates, including the allowance for credit losses, the fair value of financial instruments, accounting for securitizations, litigation provisions, variable interest entities, Note 2 Fair value of financial instruments The fair value of a financial instrument is the amount at which the financial instrument could be exchanged in an arm’s-length transaction between knowledgeable and willing parties under no compulsion to act. Fair values are determined by reference to quoted bid or ask prices, as appropriate, in the most advantageous active market for that instrument to which we have immediate access. Where bid and ask prices are unavailable, we use the closing price of the most recent transaction of that instrument. In the absence of an active market, we determine fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models and discounted cash flow analysis, using observable market-based inputs. Fair values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, we look primarily to external, readily observable market inputs including factors such as interest rate yield curves, currency rates, and price and rate volatilities, as applicable. In limited circumstances, we use input parameters that are not based on observable market data with insurance claims and policy benefit liabilities, pensions and other post-employment benefits, the carrying value of goodwill and finite lived intangible assets, credit card customer loyalty reward program liability and income taxes, require management to make subjec- tive or complex judgments. Accordingly, actual results could differ from these and other estimates thereby impacting our Consolidated Financial Statements. Changes in financial statement presentation Effective November 1, 2007, OSFI adopted new guidelines based on “International Convergence of Capital Measurement and Capital Standards: A Revised Framework – Comprehensive Version (June 2006),” known as Basel II, which introduced several changes from the predecessor framework, commonly referred to as Basel I. These changes have impacted the basis of preparation and presentation of certain tables in these notes. During the year, we revisited our presentation of certain assets, liabilities, revenues and expenses for previous periods to better reflect the nature of these items. Accordingly, certain comparative amounts have been reclassified to conform with the current year’s presentation. These reclassifications did not materially impact our financial position or results of operations. Future accounting changes Goodwill and Intangible Assets The CICA issued a new accounting standard, Section 3064, Goodwill and Intangible Assets, which clarifies that costs can be deferred only when they relate to an item that meets the definition of an asset and, as a result, start-up costs must be expensed as incurred. This stan- dard, which is effective for us beginning November 1, 2008, is not expected to materially impact our consolidated financial position or results of operations. International Financial Reporting Standards The CICA has announced that Canadian GAAP for publicly accountable enterprises companies will be replaced with International Financial Reporting Standards (IFRS) over a transition period expected to end in 2011. We will begin reporting our financial statements in accordance with IFRS on November 1, 2011. We have begun planning our transi- tion to IFRS but the impact on our consolidated financial position and results of operations has not yet been determined. an adjustment to reflect the uncertainty and to ensure that financial instruments are reported at fair values. This includes valuation adjust- ments for liquidity for financial instruments that are not quoted in an active market when we believe that the amount realized on sale may be less than the estimated fair value due to insufficient liquidity in the market over a short period of time. It also includes valuation adjustments calculated when market prices are not observable due to insufficient trading volume or a lack of recent trades in a less active or inactive market. All of our derivatives transactions are accounted for on a fair value basis. We record valuation adjustments that represent the fair value of the credit risk of our derivative portfolios in order to ascertain their fair values. These adjustments take into account the creditworthiness of our counterparties, the current and potential future mark-to-market of the transactions, and the effects of credit mitigants such as master netting agreements and collateral agree- ments. Credit valuation adjustments are revised as appropriate. Changes to credit valuation adjustments are recorded in current period income. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 137 Note 2 Fair value of financial instruments (continued) A net gain of $12 million, representing the change in fair values estimated based on valuation techniques using input parameters that are not supported by observable market data, was recognized in Net income for the year ended October 31, 2008 (2007 – $8 million). The unrealized gain or loss at inception for financial instruments is recognized in Net income only if the fair value of the instrument is (i) evidenced by a quoted market price in an active market or observ- able current market transactions that are substantially the same, (ii) based on a valuation technique that uses observable market inputs, or (iii) the risks associated with the derivative contract are fully offset by another contract(s) with a third party(ies). Unrealized gain or loss at inception is the difference between the transaction price and its fair value on the trade date. For financial instruments where the fair value is not evidenced by the above-mentioned criteria or the risks associated with the original contract are not fully transferred to a third party, the unrealized gain or loss at inception is deferred. The deferred gain or loss is recognized when (i) unobservable market inputs become observable to support the fair value of the transaction, (ii) the risks associated with the original contract are substantially off- set by another contract(s) with a third party(ies), (iii) the gain or loss is realized through receipt or payment of cash, or (iv) the transaction is terminated early or on maturity. We have documented our internal policies that detail our processes for determining fair value, including the methodologies used in establishing our valuation adjustments. These methodologies are consistently applied and periodically reviewed by Group Risk Management. The following table summarizes changes in the aggregate amount of deferred unrealized gains at inception for financial instruments. Deferred unrealized gains not yet recognized in net income, as at the beginning of the year Add: Deferred unrealized gains arising during the year Less: Deferred gains reclassified to net income during the year Deferred unrealized gains, as at the end of the year 2008 2007 $ $ 186 24 12 $ 198 $ 119 75 8 186 The deferred unrealized gains at inception primarily arise in equity structured notes, structured credit and interest rate derivatives, and bank- owned life insurance policies stable value contracts. Carrying value and fair value of selected financial instruments The following tables provide a comparison of the carrying and fair values for each classification of financial instruments: Carrying value and fair value of 2008 Carrying value Fair value Financial instruments required to be classified as held- for-trading Financial instruments designated as held- for-trading Available- for-sale instruments measured at fair value Loans and receivables and non-trading liabilities Loans and receivables and non-trading liabilities Available- for-sale instruments measured at cost (1) Total carrying amount Total fair value $ 104,414 – $ 18,094 – $ – 47,039 $ 104,414 $ 18,094 $ 47,039 $ $ – – – $ $ – – – $ – 1,587 $ 122,508 48,626 $ 122,508 48,626 $ 1,587 $ 171,134 $ 171,134 $ $ $ $ $ $ $ $ $ $ – – – – $ 15,607 $ – 7,137 $ 7,137 $ 136,134 – $ – 136 $ $ – – – – $ 2,678 67,462 7,268 $ 77,408 $ 27,507 $ – – 128,705 – – – – 17,870 – – 81 – – $ $ $ $ $ $ $ – – – – – – – – – – – – – – – – – $ 29,211 $ 29,211 $ 194,448 87,955 $ 198,127 88,615 $ 282,403 $ 286,742 $ – 30,903 $ – 30,903 $ 136,358 202,532 22,277 $ 137,181 202,564 22,277 $ 361,167 $ 362,022 $ – $ – 14,183 – 42,271 8,050 1,400 – 14,183 – 42,458 7,605 1,448 – – – – – – – – – – – – – – – – – – $ 44,818 $ 44,818 $ 194,448 95,092 $ 198,127 95,752 $ 289,540 $ 293,879 $ 136,134 31,039 $ 136,134 31,039 $ 139,036 269,994 29,545 $ 139,859 270,026 29,545 $ 438,575 $ 439,430 $ 27,507 $ 27,507 32,053 128,705 42,271 8,131 1,400 – 32,053 128,705 42,458 7,686 1,448 – Financial assets Securities Trading Available-for-sale (2) Total securities Assets purchased under reverse repurchase agreements and securities borrowed Loans Retail Wholesale Total loans Other Derivatives (3) Other assets Financial liabilities Deposits Personal Business and government (4) Bank (5) Total deposits Other Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Derivatives Other liabilities Subordinated debentures Trust capital securities Preferred share liabilities (1) (2) (3) (4) (5) Includes the nominal value of our held-to-maturity investments which are carried at amortized cost. Loan substitutes are classified as available-for-sale securities. Also includes the securities reclassified from trading to available-for-sale on August 1, 2008. Refer to Note 3. Includes $2 million of bank-owned life insurance policies stable value contracts. Business and government includes deposits from regulated deposit-taking institutions other than regulated banks. Bank refers to regulated banks. 138 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Carrying value and fair value of selected financial instruments (continued) Carrying value and fair value of 2007 Carrying value Fair value Financial instruments required to be classified as held- for-trading Financial instruments designated as held- for-trading Available- for-sale instruments measured at fair value Loans and receivables and non-trading liabilities Loans and receivables and non-trading liabilities Available- for-sale instruments measured at cost (1) Total carrying amount Total fair value $ 128,647 – $ 18,838 – $ – 29,572 $ 128,647 $ 18,838 $ 29,572 $ $ – – – $ $ – – – $ – 1,198 $ 147,485 30,770 $ 147,485 30,770 $ 1,198 $ 178,255 $ 178,255 $ $ $ $ $ $ $ $ $ $ – – – – $ 25,522 $ – 3,235 $ 3,235 $ 66,585 – $ – 164 $ – 1,639 – $ 851 56,751 5,668 $ 1,639 $ 63,270 $ 44,689 $ – – 72,010 – – – – 24,086 – – 77 – – $ $ $ $ $ $ $ – – – – – – – – – – – – – – – – – $ 38,791 $ 38,791 $ 168,782 65,919 $ 168,375 65,910 $ 234,701 $ 234,285 $ – 24,653 $ – 24,653 $ 115,706 161,496 23,094 $ 115,609 161,217 23,095 $ 300,296 $ 299,921 $ – $ – 12,947 – 36,232 6,158 1,400 300 12,947 – 36,262 6,427 1,476 300 – – – – – – – – – – – – – – – – – $ 64,313 $ 64,313 $ 168,782 69,154 $ 168,375 69,145 $ 237,936 $ 237,520 $ 66,585 24,817 $ 66,585 24,817 $ 116,557 219,886 28,762 $ 116,460 219,607 28,763 $ 365,205 $ 364,830 $ 44,689 $ 44,689 37,033 72,010 36,232 6,235 1,400 300 37,033 72,010 36,262 6,504 1,476 300 Financial assets Securities Trading Available-for-sale (2) Total securities Assets purchased under reverse repurchase agreements and securities borrowed Loans Retail Wholesale Total loans Other Derivatives (3) Other assets Financial liabilities Deposits Personal Business and government (4) Bank (5) Total deposits Other Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Derivatives Other liabilities Subordinated debentures Trust capital securities Preferred share liabilities (1) (2) (3) (4) (5) Includes the nominal value of our held-to-maturity investments which are carried at amortized cost. Loan substitutes are classified as available-for-sale securities. Includes $71 million of bank-owned life insurance policies stable value contracts. Business and government includes deposits from regulated deposit-taking institutions other than regulated banks. Bank refers to regulated banks. The following table presents information on loans and receivables designated as held-for-trading using the fair value option, the maxi- mum exposure to credit risk, the extent to which the risk is mitigated by credit derivatives and similar instruments, and changes in the fair value of these assets. We measure the change in the fair value of loans and receivables designated as held-for-trading due to changes in credit risk as the difference between the total change in the fair value of the instrument during the period and the change in fair value calcu- lated using the appropriate risk-free yield curves. 2008 Loans and receivables designated as held-for-trading Interest-bearing deposits with banks Assets purchased under reverse repurchase agreements and securities borrowed Loans – Wholesale Total $ 33,955 $ 33,955 $ (241) $ (288) $ (1) The cumulative change is measured from the later of November 1, 2006, or the initial recognition of the credit derivative or similar instruments. Carrying amount of loans and receivables designated as held- for-trading Maximum exposure to credit risk Change in fair value since November 1, 2007 Cumulative change in fair value since initial recognition attributable attributable to changes in credit risk to changes in credit risk Extent to which credit derivatives or similar instruments mitigate credit risk Change in fair value of credit derivatives or similar instruments since November 1, Cumulative change in fair value of credit derivatives or similar 2007 instruments (1) $ 11,211 $ 11,211 $ – $ – $ – $ – $ 15,607 7,137 15,607 7,137 – (241) – (288) – 817 817 $ – 38 38 $ 2007 Carrying amount of loans and receivables designated as held- for-trading Maximum exposure to credit risk Change in fair value since November 1, 2006 Cumulative change in fair value since initial recognition attributable attributable to changes in to changes in credit risk credit risk Extent to which credit derivatives or similar instruments mitigate credit risk Change in fair value of credit derivatives or similar instruments since November 1, Cumulative change in fair value of credit derivatives or similar 2006 instruments (1) $ 4,821 $ 4,821 $ – $ – $ – $ – $ 25,522 3,235 25,522 3,164 – (42) – (21) – 1,106 – 18 18 $ – – 47 47 – – – – Loans and receivables designated as held-for-trading Interest-bearing deposits with banks Assets purchased under reverse repurchase agreements and securities borrowed Loans – Wholesale Total $ 33,578 $ 33,507 $ (42) $ (21) $ 1,106 $ (1) The cumulative change is measured from the later of November 1, 2006, or the initial recognition of the credit derivative or similar instruments. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 139 Note 2 Fair value of financial instruments (continued) The following table presents the changes in the fair value of our finan- cial liabilities designated as held-for-trading using the fair value option as well as their contractual maturity and carrying amounts. In order to determine the change during a year in the fair value of a financial liability that we have designated as held-for-trading, we calculate the present value of the instrument’s contractual cash flows using rates as at the beginning of the year: first, using an observed discount rate that reflects our credit spread and, again, using a rate that excludes our credit spread. We then compare the difference between those values to the difference between the same calculations using rates at the end of the year. Liabilities designated as held-for-trading Term deposits Personal Business and government (2) Bank (3) Total term deposits 2008 Contractual maturity amount Carrying amount Change in fair Difference between value since carrying November 1, 2007 attributable to changes in RBC credit spread amount and contractual maturity amount Cumulative change in fair value (1) $ 2,724 67,541 7,265 $ 2,678 67,462 7,268 $ (46) $ (79) 3 (40) $ (449) (3) (46) (524) (4) $ 77,530 $ 77,408 $ (122) $ (492) $ (574) Obligations related to assets sold under repurchase agreements and securities loaned Subordinated debentures Total $ 17,877 122 $ 17,870 81 $ (7) $ (41) $ – (41) – (48) $ 95,529 $ 95,359 $ (170) $ (533) $ (622) (1) (2) (3) The cumulative change attributable to changes in our credit spread is measured from the later of November 1, 2006, or the initial recognition of the liabilities designated as held-for-trading. Business and government includes deposits from regulated deposit-taking institutions other than regulated banks. Bank refers to regulated banks. Liabilities designated as held-for-trading Term deposits Personal Business and government (1) Bank (2) Total term deposits Obligations related to assets sold under repurchase agreements and securities loaned Subordinated debentures 2007 Contractual maturity amount Carrying amount Change in fair Difference between value since carrying November 1, 2006 attributable to changes in RBC credit spread amount and contractual maturity amount $ 890 56,741 5,668 $ 851 56,751 5,668 $ (39) $ 10 – $ 63,299 $ 63,270 $ (29) $ $ 24,087 82 $ 24,086 77 $ (1) $ (5) (6) (74) (1) (81) – (7) Total $ 87,468 $ 87,433 $ (35) $ (88) (1) (2) Business and government includes deposits from regulated deposit-taking institutions other than regulated banks. Bank refers to regulated banks. 140 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Note 3 Securities (1) $ Trading account Canadian government debt U.S. government debt Other OECD government debt (3) Mortgage-backed securities Asset-backed securities Corporate debt and other debt Bankers’ acceptances Certificates of deposit Other Equities Available-for-sale securities (1) Canadian government debt Federal Amortized cost Fair value Yield (4) Provincial and municipal Amortized cost Fair value Yield (4) U.S. state, municipal and agencies debt (5) Amortized cost Fair value Yield (4) Other OECD government debt (3) Amortized cost Fair value Yield (4) Mortgage-backed securities Amortized cost Fair value Yield (4) Asset-backed securities Amortized cost Fair value Yield (4) Corporate debt and other debt Amortized cost Fair value Yield (4) Equities (6) Cost Fair value Loan substitute Cost Fair value Yield (4) 12 269 4,760 – 7,191 1,720 1,723 3.9% 160 160 4.5% 422 422 3.8% 417 417 1.0% – – – 306 279 5.1% 2,019 2,028 5.5% – – – – – Within 3 months 3 months to 1 year 1 to 5 years Over 5 years to 10 years Over 10 years With no specific maturity 2008 Total 2007 Total 2006 Total Term to maturity (2) 894 624 29 3 600 $ 3,492 1,252 458 27 383 $ 11,067 1,159 840 208 1,239 $ 1,833 957 839 323 1,458 $ 3,625 4,736 322 1,915 871 $ – – – – – $ 20,911 $ 15,207 $ 13,937 10,523 6,603 6,494 4,236 1,518 4,408 6,784 9,387 8,728 2,488 2,476 4,551 1 1,771 8,629 – – 134 14,843 – – – 5,737 – – – 4,405 – – – 689 42,104 13 2,174 39,063 42,104 374 4,712 42,438 60,120 766 5,245 44,139 57,831 16,013 29,490 11,147 15,874 42,793 122,508 147,485 147,237 137 138 3.2% 44 44 4.2% 976 974 2.6% 662 662 .9% – – – 147 144 8.5% 4,632 4,656 5.3% – – – – – 11,128 11,543 3.5% 402 407 4.9% 1,455 1,443 4.1% 86 88 3.9% 69 60 6.2% 427 417 5.8% 3,393 3,419 5.1% – – – – – 125 128 4.3% 68 67 4.6% 305 298 4.1% 87 88 5.1% 31 30 5.4% 1,855 1,780 4.1% 1,479 1,364 7.4% – – – – – 13 12 4.9% – – – 6,072 5,753 4.0% 15 15 5.3% 4,178 3,458 5.6% 2,457 2,176 4.3% 1,449 1,188 5.2% – – – – – – – – – – – – – – – – – – – – – – – 130 130 – 13,123 13,544 3.6% 674 678 4.8% 9,230 8,890 3.8% 1,267 1,270 1.5% 4,278 3,548 5.6% 5,192 4,796 4.5% 13,102 12,785 5.5% 7,742 7,769 4.5% 279 278 4.2% 4,407 4,370 4.2% 819 818 1.4% 3,143 3,096 6.3% 1,179 1,114 5.9% 9,850 9,794 4.8% 9,496 9,458 4.0% 1,687 1,935 5.4% 4,491 4,415 4.4% 758 761 2.8% 4,277 4,248 5.4% 1,058 1,067 5.6% 12,672 12,868 4.7% 3,057 2,683 3,057 2,683 2,715 2,874 2,537 2,592 256 227 5.6% 3,443 3,040 256 227 5.6% 50,179 48,421 656 652 5.1% 30,790 30,765 656 658 4.8% 37,632 38,002 Amortized cost Fair value 5,044 5,029 6,598 6,618 16,960 17,377 3,950 3,755 14,184 12,602 Held-to-maturity securities (1) Amortized cost Fair value Total carrying value of securities (1) – – 4 4 – – 200 200 1 1 – – 205 205 5 5 – – $ 12,220 $ 22,635 $ 46,867 $ 15,102 $ 28,477 $ 45,833 $ 171,134 $178,255 $184,869 (1) (2) (3) (4) (5) (6) Available-for-sale securities, including loan substitutes, are carried at fair value and held-to-maturity securities are carried at amortized cost. Prior to November 1, 2006, both available- for-sale and held-to-maturity securities were classified as Investment securities and were carried at amortized cost. The prior period comparative amounts have not been restated. Actual maturities may differ from contractual maturities shown above since borrowers may have the right to prepay obligations with or without prepayment penalties. OECD stands for Organisation for Economic Co-operation and Development. The weighted average yield is derived using the contractual interest rate and the carrying value at the end of the year for the respective securities. The 2006 balances include U.S. federal government debt with amortized cost and fair value of $536 million and $508 million, respectively. Includes the value of the shares received upon the Visa Inc. restructuring which are carried at cost. Refer to Note 28. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 141 Note 3 Securities (continued) The latter months of 2008, particularly September and October, were marked by a high degree of uncertainty and volatility in the global financial markets. As a result of significant concern regarding the liquidity of financial institutions, certain governments have taken significant steps to stabilize the markets and restore public confidence in financial institutions including reducing interest rates, providing funding programs and guarantees, injecting capital into financial insti- tutions; some financial institutions have also been nationalized. As a result of these rare circumstances, we have reclassified, as of August 1, 2008, the securities identified in the following table, from the held- for-trading category to available-for-sale in accordance with the CICA’s amendments to Sections 3855, 3861 and 3862 as discussed in Note 1. Reclassification of securities from held-for-trading securities to available-for-sale Financial assets U.S. state, municipal and agency debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Fair value as at August 1, 2008 $ 3,996 513 1,234 567 Unrealized gains and losses on available-for-sale securities (1), (2) $ 6,310 $ (379) $ Changes in fair value recognized in net income during the period from November 1, 2007 to July 31, 2008 Changes in fair value recognized in net income during 2007 $ (144) $ (94) (80) (61) (11) – – – (11) Effective interest rate as at August 1, 2008 3.6% 7.9% 3.7% 3.9% Estimated cash flows expected to be recovered as at August 1, 2008 $ 4,116 808 1,322 629 Total carrying value and fair value as at October 31, 2008 $ 4,358 593 1,324 593 Changes in fair value during the period from August 1, 2008 to October 31, 2008 Changes in fair value recognized in net income during the period from August 1, 2008 to October 31, 2008 $ (211) $ (76) (121) (70) – 5 (5) – – $ 6,875 $ 6,868 $ (478) $ Canadian government debt Federal Provincial and municipal U.S. state, municipal and agencies debt Other OECD government debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities 2008 2007 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Amortized cost Gross unrealized gains Gross unrealized losses Fair value (2) $ $ $ 13,123 674 9,230 1,271 4,280 5,192 13,301 3,057 256 422 5 16 4 4 11 136 4 – $ (1) $ 13,544 678 (1) 8,890 (356) 1,274 (1) 3,550 (734) 4,796 (407) 12,984 (453) 2,683 (378) 227 (29) $ 7,732 279 3,582 819 3,345 1,812 9,855 2,715 656 34 – 14 1 4 2 45 191 – $ (6) $ 7,760 278 (1) 3,544 (52) 818 (2) 3,260 (89) 1,785 (29) 9,799 (101) 2,874 (32) 652 (4) $ 50,384 $ 602 $ (2,360) $ 48,626 $ 30,795 $ 291 $ (316) $ 30,770 (1) (2) Includes $205 million (2007 – $5 million) held-to-maturity securities. The comparative fair values have been revised from those previously presented; these revisions have no impact on our Consolidated Balance Sheets. Realized gains and losses on available-for-sale securities (1), (2) Realized gains Realized losses and writedowns Net (losses) gain on available-for-sale securities 2008 99 (731) $ 2007 204 (124) $ (632) $ 80 $ 2006 293 (90) 203 $ $ (1) (2) Available-for-sale securities, including loan substitutes, are carried at fair value and held-to-maturity securities are carried at amortized cost. Prior to November 1, 2006, both available- for-sale and held-to-maturity securities were classified as Investment securities and were carried at amortized cost. The prior period comparative amounts have not been restated. The following related to our insurance operations are included in the Insurance premiums, investment and fee income line on the Consolidated Statements of Income: Realized gains – 2008 – $1 million, 2007 – $17 million, and 2006 – $116 million; Realized losses and writedowns – 2008 – $16 million, 2007 – $nil, and 2006 – $1 million. Fair value and unrealized losses position for available-for-sale securities Canadian government debt Federal Provincial and municipal U.S. state, municipal and agencies debt Other OECD government debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses 2008 $ $ 126 236 6,546 99 2,128 4,073 3,360 970 – $ 1 1 321 1 348 314 294 217 – $ – – 270 – 996 361 633 347 191 $ $ – – 35 – 386 93 159 161 29 126 236 6,816 99 3,124 4,434 3,993 1,317 191 1 1 356 1 734 407 453 378 29 Total temporarily impaired securities $ 17,538 $ 1,497 $ 2,798 $ 863 $ 20,336 $ 2,360 142 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses 2007 Canadian government debt Federal Provincial and municipal U.S. state, municipal and agencies debt Other OECD government debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities $ $ 1,310 210 212 47 862 853 1,955 432 216 $ 2 1 – 2 13 5 53 30 4 $ 951 – 887 – 1,954 347 686 68 – $ $ 4 – 52 – 76 24 48 2 – 2,261 210 1,099 47 2,816 1,200 2,641 500 216 Total temporarily impaired securities $ 6,097 $ 110 $ 4,893 $ 206 $ 10,990 $ 6 1 52 2 89 29 101 32 4 316 Available-for-sale and held-to-maturity securities are assessed for impairment at each reporting date and more frequently when conditions warrant. Our impairment review is primarily based on the factors described in Note 1. Depending on the nature of the securities under review we apply specific methodology to assess whether it is probable that the amortized cost of the security would be recovered. These include cash flow projection models which incorporate actual and projected cash flows using a number of assumptions and inputs that are based on security-specific collateral. The inputs and assump- tions used such as default, prepayment and recovery rates, are based on updated market data provided by a third-party vendor. We also consider internal and external ratings, subordination and other market and security-specific factors. We do a further review of the security, if the model predicts that it is probable that we will not be able to recover the entire principal and interest amount in order to assess whether a loss would ultimately be realized. We used this approach to assess our MBS and ABS portfolio and some of our complex instru- ments included in our corporate and other debt. As at October 31, 2008, our unrealized losses on available-for-sale and held-to-maturity securities were $2,360 million. With respect to securities where, based on management’s judg- ment, it was not probable that the amortized cost would be recovered, the securities were deemed to be other-than-temporarily impaired and were written down to their fair value. In addition, securities which management was not certain we would hold until maturity or that the value of the security would recover prior to its disposition were also deemed to be other-than-temporarily impaired and were written down to their fair value. The majority of the $356 million unrealized loss on U.S. state, municipal and agencies debt securities related to U.S. agency MBS and U.S. ARS, including certain securities that were reclassified from held-for-trading. The issuing agencies are supported by the U.S. gov- ernment and the unrealized losses on these securities largely reflect the liquidity concerns in the current market. The MBS largely consist of U.S. Alt-A, U.S. non-agency MBS and $206 million of U.S. subprime securities. The U.S. Alt-A and the non-agency MBS are high quality super-senior tranches with credit support through subordination, overcollateralization, and excess spread. The unrealized losses of $734 million largely reflect the impact of increased market spreads related to higher risk and liquidity premi- ums, with little differentiation in the market between higher and lower quality tranches. As at October 31, 2008, all U.S. MBS were assessed for other-than-temporary impairment using a cash flow projection model and management consideration of other market and security- specific factors. The cash flow model incorporated actual cash flows on the MBS through the current period and then projected the remaining cash flows on the underlying mortgages, using a number of assumptions and inputs that were based on the security-specific col- lateral. The assumptions included default, prepayment and recovery rates, the latter being largely dependent upon forecasted house prices which were assessed at the municipal level. Where management concluded based on our assessment that the loss was other-than- temporary, the security was written down to its fair value. ABS mainly comprised insured student loans including U.S. ARS that were reclassified to available-for-sale on August 1, 2008, CLOs, U.S. uninsured student loans and commercial MBS. The majority of these instruments are highly rated with significant credit support and experienced moderate price declines over the year resulting in $407 million of unrealized losses or 8% of the portfolio value. Corporate and other debt mainly includes corporate bonds, non-OECD government bonds and structured notes securities. The corporate bonds are well diversified across a number of names and sectors, with U.S. and global financial institutions being the largest concentra- tion. The non-OECD government securities are primarily related to Caribbean countries where we have ongoing operations. The struc- tured notes are predominately supported by high quality Canadian credit card loans. The net unrealized losses mainly reflected widening spreads on certain U.S. and global financial institutional securities. The unrealized losses on the ABS and corporate and other debt are primarily attributable to interest rate changes and widening credit spreads caused by the ongoing disruption in the financial markets, and the continual weakening of the U.S. housing market. However, based on the underlying credit of the issuers or the fact that some of these securities are overcollateralized, have excess spread to support the credit of the bonds, or are at least A-rated, we believe that the future cash flows will be sufficient to enable us to recover the amortized costs of these securities by their maturity dates. Equity holdings are largely comprised of publicly traded equity and preferred shares of Canadian financial institutions. To a lesser extent, we also hold investments in other public, private and venture companies. A substantial portion of the $378 million unrealized losses related to publicly traded Canadian bank shares we hold to economi- cally hedge certain stock based compensation programs. While their share prices are under pressure due to current market conditions, these banks are well capitalized, continue to generate strong earnings and continue to pay dividends. Management believes that the unrealized losses on the above- mentioned securities as at October 31, 2008, are temporary in nature and intends to hold them until recovery of their fair value which may be on maturity of the debt securities. Impairment losses recognized When we determine that a security is other-than-temporarily impaired, the amortized cost of the security is written down to fair value and the previously unrealized loss is reclassified from AOCI to net income. During 2008, $631 million of net losses were recognized in net income (2007 – $66 million) on available-for-sale securities. The majority of these losses were attributable to MBS and certain ABS and corporate debt securities that were deemed impaired. The losses also included writedowns of securities we intend to sell. Included in this amount is $10 million of writedown for our available-for-sale securities relating to our insurance operations which has been reflected in the Insurance premiums, investment and fee income line on our Consolidated Statements of Income (2007 – $nil). Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 143 Note 3 Securities (continued) The following table presents interest and dividends on available-for-sale and held-to-maturity securities. Interest and dividends on available-for-sale and held-to-maturity securities (1), (2) Taxable interest income Non-taxable interest income Dividends $ 2008 2,089 99 110 $ 2007 1,373 31 85 $ 2006 1,401 44 52 $ 2,298 $ 1,489 $ 1,497 (1) (2) Available-for-sale securities, including loan substitutes, are carried at fair value and held-to-maturity securities are carried at amortized cost. Prior to November 1, 2006, both available- for-sale and held-to-maturity securities were classified as Investment securities and were carried at amortized cost. The prior period comparative amounts have not been restated. The following related to our insurance operations are included in the Insurance premiums, investment and fee income line on the Consolidated Statements of Income: Taxable interest income – 2008 – $452 million, 2007 – $405 million, and 2006 – $314 million; Non-taxable interest income – 2008 – $29 million, 2007 – $29 million, and 2006 – $43 million; Dividends – 2008 – $17 million, 2007 – $11 million, and 2006– $7 million. Note 4 Loans Retail (1) Residential mortgages Personal Credit cards Small business (2) Wholesale (1) Business (3), (4) Bank (5) Sovereign (6) 2008 2007 Canada United States Other International Total Canada United States Other International Total $ 117,690 $ 48,780 8,538 2,804 2,948 $ 9,796 187 – 2,353 $ 122,991 $ 107,453 $ 2,151 208 – 60,727 8,933 2,804 42,506 8,142 2,652 1,402 $ 5,283 119 – 890 $ 109,745 48,743 954 8,322 61 2,652 – 177,812 12,931 4,712 195,455 160,753 6,804 1,905 169,462 43,497 831 815 30,424 445 – 15,475 3,861 952 89,396 5,137 1,767 37,163 3,114 416 17,741 686 – 8,953 1,547 347 63,857 5,347 763 45,143 30,869 20,288 96,300 40,693 18,427 10,847 69,967 Total loans (7) Allowance for loan losses 222,955 (1,199) 43,800 (834) 25,000 (182) 291,755 (2,215) 201,446 (1,101) 25,231 (321) 12,752 (71) 239,429 (1,493) Total loans net of allowance for loan losses $ 221,756 $ 42,966 $ 24,818 $ 289,540 $ 200,345 $ 24,910 $ 12,681 $ 237,936 (1) (2) (3) (4) (5) (6) (7) Geographic information is based on residence of borrower. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Included under Canada and U.S. for 2008 are loans totalling $1,200 million (2007 – $1,202 million) and $2,447 million (2007 –$ nil), respectively, to VIEs administered by us. Bank refers primarily to regulated deposit-taking institutions and securities firms. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Loans are net of unearned income of $160 million (2007 – $113 million). Loan maturities and rate sensitivity Maturity term (1) Rate sensitivity Under 1 year (2) 1 to 5 years Over 5 years Total Floating Fixed rate Non-rate- sensitive Total 2008 Retail Wholesale $ 67,310 $ 110,776 $ 17,369 $ 195,455 $ 98,752 $ 93,861 $ 51,627 32,294 12,379 96,300 65,095 31,201 2,842 $ 195,455 96,300 4 Total loans Allowance for loan losses $ 118,937 $ 143,070 $ 29,748 $ 291,755 $ 163,847 $ 125,062 $ – – – (2,215) – – 2,846 $ 291,755 (2,215) – Total loans net of allowance for loan losses $ 118,937 $ 143,070 $ 29,748 $ 289,540 $ 163,847 $ 125,062 $ 2,846 $ 289,540 Maturity term (1) Rate sensitivity Under 1 year (2) 1 to 5 years Over 5 years Total Floating Fixed rate Non-rate- sensitive Total 2007 Retail Wholesale $ 63,737 $ 92,337 $ 13,388 $ 169,462 $ 66,256 $ 101,496 $ 39,908 22,269 7,790 69,967 48,625 21,342 1,710 $ 169,462 69,967 – Total loans Allowance for loan losses $ 103,645 $ 114,606 $ 21,178 $ 239,429 $ 114,881 $ 122,838 $ – – – (1,493) – – 1,710 $ 239,429 (1,493) – Total loans net of allowance for loan losses $ 103,645 $ 114,606 $ 21,178 $ 237,936 $ 114,881 $ 122,838 $ 1,710 $ 237,936 (1) (2) Based on the earlier of contractual repricing or maturity date. Included in Wholesale are loans totalling $3,647 million (2007 – $1,202 million) to variable interest entities administered by us. All of the loans reprice monthly or quarterly. 144 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Impaired loans (1) Retail Residential mortgages (2) Personal Small business (3) Wholesale Business (2), (4), (5) Sovereign (6) Bank (7) Total Gross 340 348 40 728 2,195 – – 2,195 2,923 $ $ $ $ $ $ $ $ $ $ 2008 Specific allowances (30) $ (161) (17) (208) $ Net 310 187 23 520 (559) $ – – 1,636 – – (559) $ 1,636 (767) $ 2,156 $ $ $ $ $ 2007 Net 165 93 10 268 499 – – 499 767 (1) (2) (3) (4) (5) (6) (7) Average balance of gross impaired loans for the year was $1,906 million (2007 – $921 million). The October 31, 2007, comparative numbers reflect a reclassification of $22 million from our U.S. retail residential mortgage portfolio to our U.S. wholesale real estate and related portfolio (gross impaired loans of $30 million, net of specific allowances of $8 million). Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Includes gross and net impaired loans of $203 million (2007 – $nil) and $138 million (2007 – $nil), respectively, related to loans extended under liquidity facilities drawn on by RBC-administered multi-seller asset-backed commercial paper conduit programs. The comparative number that we had reported previously included certain U.S. foreclosed assets of $22 million that had already been reported as acquired assets in respect of problem loans below. Accordingly, the comparative number was decreased by $22 million. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. The principal collateral and other credit enhancements we hold as security for retail loans include: (i) mortgage insurance, mortgages over residential real estate and properties, (ii) recourse to the personal assets being financed such as automobiles, as well as personal guar- antees, term deposits and securities; for wholesale loans they include: (i) recourse to business assets such as real estate, equipment, inventory, accounts receivable and intangible assets, and (ii) recourse to the commercial real estate properties being financed. During the year ended October 31, 2008, we acquired $215 million of assets in respect of problem loans (2007 – $36 million). The related reduction in the Allowance for credit losses was $87 million (2007 – $nil). Allowance for loan losses Retail Residential mortgages (2) Personal Credit cards Small business (3) Wholesale Business (2), (4) Sovereign (5) Bank (6) Specific allowances Retail Residential mortgages Personal Credit cards Small business (3) Wholesale Business (4) Sovereign (5) Bank (6) Allowance for off-balance sheet and other items (7) General allowance (7) Total allowance for credit losses Allowance for off-balance sheet and other items (8) 2008 Balance at beginning of year Write-offs Recoveries Provision for credit losses Other adjust- ments (1) Balance at end of year 16 445 270 46 777 653 – – 653 $ $ $ $ $ $ $ $ $ $ 15 96 – 9 $ (9) $ (504) (319) (44) $ 1 77 49 6 120 $ (876) $ 133 $ 231 – – 231 351 16 349 193 37 595 370 – – 370 256 $ (435) $ – – $ (435) $ 29 – – 29 $ $ $ (1,311) $ 162 $ 1,430 $ $ $ $ $ $ – – – – – – – – – – – $ $ $ $ $ $ $ (1,311) $ – – – – – – – – – – – – 162 – 162 (7) $ 58 50 10 111 $ $ $ $ $ $ $ 49 – – 49 5 165 $ 1,595 $ 1,221 $ 1,572 (79) 7 47 – – 54 81 – – 81 135 11 54 27 – 92 231 – – 231 $ $ $ $ $ $ $ $ $ (177) $ 30 161 – 17 208 559 – – 559 767 20 461 270 47 798 650 – – 650 84 $ $ $ $ $ $ $ $ $ $ 2007 Balance at end of year 15 96 – 9 120 231 – – 231 351 16 349 193 37 595 370 – – 370 256 $ $ $ $ $ $ $ $ $ $ 146 $ 1,532 $ 1,221 281 (5) $ 2,299 (84) $ 1,572 (79) Total allowance for loan losses $ 1,493 $ (1,311) $ $ 1,595 $ 276 $ 2,215 $ 1,493 (1) (2) (3) (4) (5) (6) (7) (8) Primarily represents the translation impact of foreign currency-denominated allowance for loan losses. Included in the Specific and General allowance adjustments are $57 million and $25 million, respectively, related to the loans acquired in connection with the acquisition of RBTT Financial Group. The General allowance adjustment also includes $50 million related to the acquisition of Alabama National BanCorporation. Refer to Note 11. The October 31, 2007 comparative numbers reflect a reclassification of $8 million in each of the allowance for credit losses and the provision for credit losses from our U.S. retail residential mortgage portfolio to our U.S. wholesale real estate and related portfolio. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. Includes $65 million (2007 – $nil) of provisions related to loans extended under liquidity facilities drawn on by RBC-administered multi-seller asset-backed commercial paper conduit programs. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Includes $84 million related to off-balance sheet and other items (2007 – $79 million). The allowance for off-balance sheet is reported separately under Other liabilities. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 145 Note 4 Loans (continued) A loan is considered past due when a counterparty has not made a payment by the contractual due date. The following table presents the carrying value of loans that are past due but not classified as impaired because they are either (i) less than 90 days past due, or (ii) fully secured and collection efforts are reasonably expected to result in repayment. Credit card balances are written off when a payment is 180 days in arrears. Loans past due but not impaired Retail Wholesale Total 2008 2007 1–29 days 30–89 days 90 days and greater Total 1–29 days 30–89 days 90 days and greater 3,337 $ 1,830 1,401 $ 649 365 $ 114 5,103 $ 2,593 2,365 $ 620 960 $ 207 254 $ 26 Total 3,579 853 5,167 $ 2,050 $ 479 $ 7,696 $ 2,985 $ 1,167 $ 280 $ 4,432 $ $ Net interest income after provision for credit losses Net interest income Provision for credit losses Net interest income after provision for credit losses 2008 9,360 1,595 $ 2007 7,702 791 $ 2006 6,796 429 7,765 $ 6,911 $ 6,367 $ $ Note 5 Securitizations The following table summarizes our securitization activities for 2008, 2007 and 2006 (1). Securitized and sold Net cash proceeds received Asset-backed securities purchased Retained rights to future excess interest Pre-tax gain (loss) on sale 2008 Canadian residential mortgage loans (3), (4) $ 7,892 7,846 – 242 196 Credit card loans (2) $ 1,470 1,404 65 9 8 2007 (2) Commercial mortgage loans (5) Canadian residential mortgage loans (3), (4) $ 166 156 9 – (1) $ 6,188 6,097 – 146 55 Commercial mortgage loans (5) $ 1,937 1,876 47 – (14) Credit card loans (2) $ 1,200 400 794 9 3 2006 Canadian residential mortgage loans (3), (4) $ 6,329 6,210 – 121 2 Commercial mortgage loans (5) $ 718 729 – – 11 (3) (1) We did not recognize an asset or a liability for our servicing rights with respect to the securitized loans as we received adequate compensation for our services. (2) With respect to the securitization of credit card loans, the net cash proceeds received represent gross cash proceeds of $1,469 million for the year ended October 31, 2008 (2007 – $nil; 2006 – $1,194 million) less funds used to purchase notes of $65 million (2007 – $nil; 2006 – $794 million) issued by Golden Credit Card Trust. The principal value of the notes was $65 million for the year ended October 31, 2008 (2007 – $nil; 2006 – $800 million). Canadian insured residential mortgage loans securitized during the year through the creation of mortgage-backed securities and retained as at October 31, 2008 were $9,464 million (2007 – $3,110 million; 2006 – $4,869 million). These securities are carried at fair value. All Canadian residential mortgage loans securitized are insured. During the year ended October 31, 2008, the net cash proceeds received represent gross proceeds of $165 million (2007 – $1,923 million) less funds used to purchase notes of $9 million (2007 – $47 million). The principal value of the notes was $10 million (2007 – $48 million). During the year ended October 31, 2006, the net cash proceeds received represent gross proceeds of $729 million. (4) (5) In addition to the above securitization transactions, we sold US$67 million (C$70 million) of whole loans in commercial real estate mortgages to third-party investors at their principal amounts during the year ended October 31, 2008. The gains on these sales were $1.3 million during the year 2008. None were sold during 2007 or 2006. Cash flows from securitizations (1) During 2006, we sold $815 million of residential mortgage loans, resulting in a pre-tax loss of $3 million. None were sold during 2007 or 2008. 2008 Canadian residential mortgage loans Variable rate Fixed rate Credit card loans 2007 Canadian residential mortgage loans Variable rate Fixed rate Credit card loans 2006 Canadian residential mortgage loans Variable rate Fixed rate Credit card loans Proceeds reinvested in revolving securitizations Cash flows from excess spread (2) $ 17,934 254 $ 641 28 $ 3,679 151 $ 15,684 256 $ 1,043 66 $ 3,559 168 $ 17,107 263 $ 466 11 $ 2,251 134 (1) (2) This analysis is not applicable for commercial mortgage loans securitizations as we have not retained rights to future excess spread in these transactions. Includes servicing fees received. 146 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements The key assumptions used to value the retained interests at the date of the securitization activities are as follows: Key assumptions (1), (2) Expected weighted average life of prepayable receivables (in years) Payment rate Excess spread, net of credit losses Expected credit losses Discount rate 2008 2007 (3) 2006 Credit card loans Canadian residential mortgage loans Canadian residential mortgage loans Variable rate Fixed rate Variable rate Fixed rate Credit card loans Canadian residential mortgage loans Variable rate Fixed rate .25 37.02% 3.86 2.49 10.00% 4.00 33.36% .84 – 2.22–4.07% 3.67 15.11% 1.51 – 2.22–4.77% 2.63 29.20% .88 – 4.15–5.05% 3.69 14.38% .83 – 4.15–5.05% .16 40.02% 5.13 2.15 3.60 15.39% .99 – 10.00% 4.24–4.93% 3.70–4.93% 2.61 30.00% 1.18 – All rates are annualized except the payment rate for credit card loans which is monthly. This analysis is not applicable for commercial mortgage loans securitizations as we have not retained rights to future excess spread in these transactions. (1) (2) (3) We did not securitize any credit card loans during 2007. Static pool credit losses include actual incurred and projected credit losses divided by the original balance of the loans securitized. The expected static pool credit loss ratio for securitized credit card loans at October 31, 2008 was .54% (2007 – .52%). Static credit pool losses are not applicable to residential mortgages as substantially all the mort- gages are government guaranteed. The following table summarizes the loan principal, past due and net write-offs for total loans reported on our Consolidated Balance Sheets and securitized loans that we manage as at October 31, 2008 and 2007. Loans managed Retail Wholesale Total loans managed (2) Less: Loans securitized and managed Credit card loans Canadian residential mortgage-backed securities created and sold Canadian residential mortgage-backed securities created and retained 321,767 4,120 15,196 10,696 2008 2007 Loan principal Past due (1) Net write-offs Loan principal Past due (1) Net write-offs $ 225,467 96,300 $ 1,141 2,309 3,450 48 – – $ 842 406 $ 192,633 69,967 $ $ 680 756 1,248 262,600 1,436 99 – – 3,650 14,239 5,282 38 – – 718 66 784 86 – – Total loans reported on the Consolidated Balance Sheets $ 291,755 $ 3,402 $ 1,149 $ 239,429 $ 1,398 $ 698 (1) (2) Includes impaired loans as well as loans that are contractually 90 days past due but are not considered impaired. Excludes any assets we have temporarily acquired with the intent at acquisition to sell to SPEs. Sensitivity of key assumptions Key assumptions are used to determine the fair value of our retained interests. The following table is a summary of the key assumptions used as at October 31, 2008 and the sensitivity of the current fair value of our retained interests to immediate 10% and 20% adverse changes in these key assumptions. Increase (decrease) in fair value of retained interests due to adverse changes in key assumptions (1), (2) Fair value of retained interests Weighted average remaining service life (in years) Payment rate Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change Excess spread, net of credit losses Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change Expected credit losses Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change Discount rate Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change 2008 Canadian residential mortgage loans Variable rate Fixed rate $ 42.1 4.51–5.89 28.00–40.00% (3.7) $ (6.2) $ 382.9 2.58–4.32 9.00–18.00% (10.1) $ (19.0) $ $ .80% (11.4) (21.9) –% – – $ $ .94–1.03% (46.4) (91.3) –% – – Credit card loans 26.0 .25 38.20% (1.6) (3.2) 4.37% (5.4) (10.7) 2.53% (2.0) (3.0) 10.00% – (.1) $ 2.94–4.00% (.2) (.4) $ 2.15–2.94% (1.0) (2.1) $ $ $ $ $ $ $ $ $ $ 2007 Canadian residential mortgage loans Variable rate Fixed rate $ 27.9 2.63–3.27 29.20–40.00% (.8) $ (1.5) $ $ .68–.88% (14.0) (28.0) –% – – $ 386.7 3.05–3.97 9.25–18.00% $ (9.4) (18.6) $ $ .84–.89% (37.1) 74.3 –% – – Credit card loans 27.5 .25 37.39% (1.6) (3.2) 5.72% (5.0) (10.0) 2.18% (1.2) (2.3) 10.00% – (.1) $ 4.71–6.81% (.2) (.3) 4.69–4.71% $ (2.3) (4.5) (1) (2) All rates are annualized except for the credit card loans payment rate which is monthly. This analysis is not applicable for commercial mortgage loans securitizations as we have not retained rights to future excess spread in these transactions. These sensitivities are hypothetical and should be used with caution. Changes in fair value based on a variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. The effect of a variation in a particular assumption on the fair value of the retained interests is calculated without changing any other assumptions. Generally, the changes in one factor may result in changes in another, which may magnify or counteract the sensitivity. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 147 Note 6 Variable interest entities (VIEs) The following table provides information about VIEs as at October 31, 2008 and 2007, in which we have significant variable interests, and those we consolidate under CICA Accounting Guideline 15, Consolidation of Variable Interest Entities (AcG-15), because we are the Primary Beneficiary. Unconsolidated VIEs in which we have significant variable interests (1) Multi-seller conduits (2) Structured finance VIEs (3), (4) Credit investment product VIEs Investment funds Third-party conduits (4) Other Consolidated VIEs (5), (6) Structured finance VIEs (7) Investment funds Credit investment product VIEs Compensation vehicles Other 2008 2007 Total assets Maximum exposure to loss Total assets Maximum exposure to loss $ 42,698 15,245 2,649 1,182 734 155 $ 43,513 5,319 1,281 349 386 63 $ 41,785 2,841 2,676 1,517 1,830 60 $ 42,912 407 1,733 325 825 79 $ 62,663 $ 50,911 $ 50,709 $ 46,281 $ 1,688 1,268 196 76 113 $ 560 995 276 83 144 $ 3,341 $ 2,058 (1) (2) (3) (4) (5) (6) (7) The maximum exposure to loss resulting from our significant variable interests in these VIEs consists mostly of investments, loans, liquidity facilities and fair value of derivatives. We have recognized $7,207 million (2007 – $2,165 million) of this exposure on our Consolidated Balance Sheets. Total assets represent maximum assets that may have to be purchased by the conduits under purchase commitments outstanding as at October 31, 2008. Actual assets held by these conduits as at October 31, 2008, were $33,591 million (2007 – $29,290 million). Includes total assets and maximum exposure to loss of $10,555 million (2007 – $200 million) and $4,820 million (2007 – $200 million), respectively, relating to unconsolidated auction rate securities entities as well as Tender Option Bond programs to which we have sold auction rate securities. A VIE was reclassified from Third-party conduits to Structured finance VIEs. Total assets of this VIE as at October 31, 2007 were $2,434 million. We have also reassessed the maximum exposure to loss of this VIE as at October 31, 2007 to be $nil. The assets that support the obligations of the consolidated VIEs are reported on our Consolidated Balance Sheets primarily as follows: Interest-bearing deposits with banks of $114 million (2007 – $75 million), Trading securities of $1,409 million (2007 – $1,185 million), Available-for-sale securities of $nil (2007 – $315 million), Loans of $1,543 million (2007 – $nil) and Other assets of $199 million (2007 – $401 million). The compensation vehicles hold $76 million (2007 – $83 million) of our common shares, which are reported as Treasury shares. The obligation to provide our common shares to employees is recorded as an increase to Contributed surplus as the expense for the corresponding stock-based compensation plan is recognized. Investors have recourse only to the assets of the related VIEs and do not have recourse to our general assets unless we breach our contractual obligations relating to those VIEs, provide liquidity facilities or credit enhancement facilities to, or enter into derivative transactions with, the VIEs. Includes total assets of consolidated ARS entities of $1,688 million (2007 – $nil). Multi-seller and third-party conduits We administer six multi-seller asset-backed commercial paper conduit programs (multi-seller conduits). These conduits primarily purchase financial assets from clients and finance those purchases by issuing asset-backed commercial paper. Our clients primarily utilize multi-seller conduits to diversify their financing sources and to reduce funding costs. The primary focus of the multi-seller conduits is to provide financ- ing for asset classes originated by our clients, such as credit cards, auto loans and leases, trade receivables, student loans, asset-backed securities, equipment receivables and consumer loans. As at October 31, 2008, these asset classes comprised 95% of our maximum exposure to loss by client asset type. Less than 1% of outstanding securitized assets comprised U.S. Alt-A or subprime mortgages and the securi- tized assets do not contain commercial mortgage loans. An unrelated third party (expected loss investor) absorbs credit losses, up to a maximum contractual amount, that may occur in the future on the assets in the multi-seller conduits (multi-seller conduit first-loss position) before the multi-seller conduits’ debt holders and us. In return for assuming this multi-seller conduit first-loss position, each multi-seller conduit pays the expected loss investor a return com- mensurate with its risk position. The expected loss investor absorbs a majority of each multi-seller conduit’s expected losses, when com- pared to us; therefore, we are not the Primary Beneficiary and do not consolidate these conduits under AcG-15. However, we continue to hold a significant variable interest in these multi-seller conduits result- ing from our provision of backstop liquidity facilities, partial credit enhancement and entitlement to residual fees. We hold significant variable interests in third-party asset-backed security conduits primarily through providing liquidity support facilities. However, we are not the Primary Beneficiary and do not consolidate these conduits under AcG-15. The liquidity and credit enhancement facilities are included and described in our disclosure on guarantees in Note 25. Structured finance VIEs In 2008, we purchased U.S. auction rate securities (ARS) from entities which funded their long-term investments in student loans by issuing short-term senior and subordinated notes. Certain of these entities are VIEs. Principal and accrued interest on the student loans are largely guaranteed by U.S. government agencies. In our role as auction remar- keting agent to these entities, we are under no legal obligation to purchase the notes issued by these entities in the auction process. We hold significant variable interests in certain unconsolidated entities. We consolidate the entities where our investments expose us to a majority of the expected losses. We also sell ARS into Tender Option Bond (TOB) programs, where each TOB program consists of a credit enhancement (CE) trust and a TOB trust. Each ARS sold to the TOB program is supported by a letter of credit issued by us and is financed by the issuance of floating-rate certificates to short-term investors and a residual certificate to a single third-party investor. We are the remarketing agent for the floating- rate certificates and we provide liquidity facilities to each of the TOB programs to purchase any floating-rate certificates that have been ten- dered but not remarketed. Both the CE and the TOB trusts are VIEs. We have significant variable interests in these trusts through our liquidity facilities and letters of credit. However, the residual certificate holder is exposed to a majority of the expected losses in these trusts. As a result, we do not consolidate these trusts under AcG-15. The liquidity facilities and letters of credit are included in our disclosure on guaran- tees in Note 25. In 2008, we sold ARS to an unaffiliated and unconsolidated entity at fair market value. The purchase of the ARS by this entity was financed by a loan from us, and the loan is secured by various assets of the entity. We are the remarketing agent for the ARS. The entity is a VIE. We have significant variable interests in this VIE as a result of providing the ARS loan, a credit facility and guarantees, which are secured by cash collat- eral, to the VIE. This VIE also enters into interest rate derivatives with other 148 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements counterparties who are exposed to the majority of its variability; as a result, we do not consolidate this entity. We finance VIEs that are part of transactions structured to hedge our exposure from these derivatives by investing in other funds. We consolidate the investment funds when we are exposed to a major- ity of the expected losses of the funds. achieve a desired outcome such as limiting exposure to specific assets or risks, obtaining indirect exposure to financial assets, supporting an enhanced yield, funding specific assets and meeting client require- ments. We consolidate structured finance VIEs in which our interests expose us to a majority of the expected losses. Creation of credit investment products We use VIEs to generally transform credit derivatives into cash instruments, to distribute credit risk and to create customized credit products to meet investors’ specific requirements. We enter into derivative contracts, including credit derivatives, to purchase protec- tion from these VIEs (credit protection) in order to convert various risk factors such as yield, currency or credit risk of underlying assets to meet the needs of the investors. We transfer assets to these VIEs as collateral for notes issued but the transfer of assets does not meet sale recognition criteria under AcG-12. These VIEs issue funded notes. In certain instances, we invest in the funded notes issued by these VIEs. Some of the VIEs also issue unfunded notes in the form of senior credit derivatives or funding commitment and we may be an investor of these unfunded notes. The investors in the funded and unfunded notes ultimately bear the cost of any payments made by the VIEs as a result of the credit protection provided to us. We consolidate the VIEs in which our investments in the notes expose us to a majority of the expected losses. Investment funds We enter into equity derivative transactions with third parties includ- ing mutual funds, unit investment trusts and other investment funds for fees to provide their investors with the desired exposure, and we Note 7 Derivative instruments and hedging activities Derivative instruments are categorized as either financial or non- financial derivatives. Financial derivatives are financial contracts whose value is derived from an underlying interest rate, foreign exchange rate, equity or equity index. Non-financial derivatives are contracts whose value is derived from a commodity instrument or index. Financial derivatives Forwards and futures Forward contracts are effectively tailor-made agreements that are transacted between counterparties in the over-the-counter market, whereas futures are standardized contracts with respect to amounts and settlement dates, and are traded on regular futures exchanges. Examples of forwards and futures are described below: Interest rate forwards (forward rate agreements) and futures are contractual obligations to buy or sell an interest-rate sensitive finan- cial instrument on a predetermined future date at a specified price. Foreign exchange forwards and futures are contractual obliga- tions to exchange one currency for another at a specified price for settlement at a predetermined future date. Equity forwards and futures are contractual obligations to buy or sell at a fixed value (the contracted price) of an equity index, a basket of stocks or a single stock at a predetermined future date. Swaps Swaps are over-the-counter contracts in which two counterparties exchange a series of cash flows based on agreed upon rates to a notional amount. The various swap agreements that we enter into are as follows: Interest rate swaps are agreements where two counterparties exchange a series of payments based on different interest rates applied to a notional amount in a single currency. Cross currency swaps involve the exchange of fixed payments in one currency for the receipt of fixed payments in another currency. Cross currency interest rate swaps involve the exchange of both interest and principal amounts in two different currencies. Compensation vehicles We use compensation trusts, which primarily hold our own common shares, to economically hedge our obligation to certain employees under some of our stock-based compensation programs. We consoli- date the trusts in which we are the Primary Beneficiary. Capital trusts RBC Subordinated Notes Trust (Trust III) was created in 2007 to issue $1 billion of innovative subordinated debentures and RBC Capital Trust II (Trust II) was created in 2003 to issue $900 million of innova- tive capital instruments. We issued senior deposit notes of the same amounts to Trust II, and a senior deposit note of $999.8 million to Trust III. Although we own the common equity and voting control of these trusts, we are not the Primary Beneficiary since we are not exposed to the majority of the expected losses, and we do not have a significant interest in these trusts. For details on our innovative capital instruments, refer to Note 17. Securitization of our financial assets We employ VIEs in the process of securitizing our assets, none of which are consolidated under AcG-15. One entity is a QSPE under AcG-12, which is specifically exempt from consolidation under AcG-15, and our level of participation in each of the remaining VIEs relative to others does not expose us to a majority of the expected losses. We also do not have significant interests in these VIEs. For details on our securiti- zation activities, refer to Note 5. Equity swaps are contracts in which one counterparty agrees to pay or receive from the other cash flows based on changes in the value of an equity index, a basket of stocks or a single stock. Commodity swaps are contracts in which one counterparty agrees to pay or receive from the other cash flows based on changes in the value of a commodity index. Options Options are contractual agreements under which the seller (writer) grants the purchaser the right, but not the obligation, either to buy (call option) or sell (put option), a security, exchange rate, interest rate, or other financial instrument or commodity at a predetermined price, at or by a specified future date. The seller (writer) of an option can also settle the contract by paying the cash settlement value of the purchaser’s right. The seller (writer) receives a premium from the pur- chaser for this right. The various option agreements that we enter into include interest rate options, foreign currency options, equity options and index options. Credit derivatives Credit derivatives are over-the-counter contracts that transfer credit risk related to an underlying financial instrument (referenced asset) from one counterparty to another. Examples of credit derivatives include credit default swaps, credit default baskets and total return swaps. Credit default swaps provide protection against the decline in value of the referenced asset as a result of specified credit events such as default or bankruptcy. It is similar in structure to an option whereby the purchaser pays a premium to the seller of the credit default swap in return for payment related to the deterioration in the value of the referenced asset. Credit default baskets are similar to credit default swaps except that the underlying referenced financial instrument is a group of assets instead of a single asset. Total return swaps are contracts where one counterparty agrees to pay or receive from the other cash flows based on changes in the value of the referenced asset. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 149 Note 7 Derivative instruments and hedging activities (continued) Other derivative products Certain warrants and loan commitments that meet the definition of derivative are also included as derivative instruments. Non-financial derivatives We also transact in non-financial derivative products including precious metal and commodity derivative contracts in both the over- the-counter and exchange markets. Derivatives issued for trading purposes Most of our derivative transactions relate to sales and trading activities. Sales activities include the structuring and marketing of derivative products to clients to enable them to transfer, modify or reduce current or expected risks. Trading involves market-making, positioning and arbitrage activities. Market-making involves quoting bid and offer prices to other market participants with the intention of generating revenue based on spread and volume. Positioning involves managing market risk positions with the expectation of profiting from favourable movements in prices, rates or indices. Arbitrage activities involve identifying and profiting from price differentials between markets and products. Derivatives issued for other-than-trading purposes We also use derivatives for purposes other than trading, primarily for hedging, in conjunction with the management of interest rate, credit and foreign exchange risk related to our own asset/liability manage- ment, funding and investment activities. derivatives to manage our credit exposures and for risk diversification in our lending portfolio. Certain derivatives and cash instruments are specifically desig- nated and qualify for hedge accounting. We apply hedge accounting to minimize significant unplanned fluctuations in earnings caused by changes in interest rates or foreign exchange rates. Interest rate and currency fluctuations will either cause assets and liabilities to appreci- ate or depreciate in market value or cause variability in anticipated cash flows. When a hedging instrument functions effectively, gains, losses, revenue and expenses of the hedging instrument will offset the gains, losses, revenue and expenses of the hedged item. We assess and measure the effectiveness of a derivative that is designated as a hedging instrument based on the change in its fair value. When cash instruments are designated as hedges of currency risks, only changes in their value due to currency risk are included in the assessment and measurement of hedge effectiveness. We did not apply hedge accounting to any anticipated transac- tions or firm commitments during the year. As at October 31, 2008, after-tax net unrealized losses of $579 million (2007 – after-tax net unrealized gains of $24 million) were recognized in AOCI, representing the cumulative effective portions of our cash flow hedges. From time to time, we also enter into derivative transactions to economically hedge certain business strategies that do not otherwise qualify for hedge accounting, or where hedge accounting is not con- sidered economically feasible to implement. In such circumstances, changes in fair value are reflected in Non-interest income. Interest rate swaps are used to adjust exposure to interest rate After-tax unrealized losses of $61 million (before-tax unrealized risk by modifying the repricing or maturity characteristics of exist- ing and/or anticipated assets and liabilities, including funding and investment activities. Purchased interest rate options are used to hedge redeemable deposits and other options embedded in consumer products. We manage our exposure to foreign currency risk with cross currency swaps and foreign exchange forward contracts. We use credit losses of $91 million) included in AOCI as at October 31, 2008 are expected to be reclassified to Net interest income within the next 12 months. The following table presents the fair values of the derivative and non-derivative instruments categorized by their hedging relationships, as well as derivatives that are not designated in hedging relationships. Derivatives and non-derivative instruments 2008 2007 Designated as hedging instruments in hedging relationships Designated as hedging instruments in hedging relationships Cash flow hedges Fair value hedges N Net investment ot designated in a hedging hedges relationship (1) Cash flow hedges Fair value hedges Net investment Not designated in a hedging hedges relationship (1) Assets Derivative instruments (2) Liabilities Derivative instruments (2) Non-derivative instruments (3) $ $ 879 $ 1,397 $ 355 $ 133,503 $ 390 $ 268 $ 856 $ 65,071 1,597 $ – 61 $ 449 1,229 $ 125,818 $ 5,886 n.a. 206 $ – 166 $ 472 5 $ 71,633 n.a. 4,307 Includes $2 million of bank-owned life insurance policies stable value contracts (2007 – $71 million). All derivative instruments are carried at fair value. Non-derivative instruments are carried at amortized cost. (1) (2) (3) n.a. not applicable Hedge activities Fair value hedges Ineffective portion Cash flow hedges Ineffective portion Effective portion Reclassified to income during the year (1) Net investment hedges Foreign currency gains (losses) (Losses) gains from hedges 2008 2007 Net gains (losses) included in Non- interest income Net gains (losses) included in Net interest income After-tax unrealized gains (losses) included in OCI Net gains (losses) included in Non- interest income Net gains (losses) included in Net interest income After-tax unrealized gains (losses) included in OCI $ (6) $ n.a. $ n.a. $ (14) $ n.a. $ (8) n.a. n.a. n.a. n.a. n.a. n.a. (72) n.a. n.a. n.a. (603) n.a. 5,080 (2,672) (9) n.a. n.a. n.a. n.a. n.a. n.a. (47) n.a. n.a. n.a. n.a. 80 n.a. (2,965) 1,804 $ (14) $ (72) $ 1,805 $ (23) $ (47) $ (1,081) After-tax losses of $49 million were reclassified from AOCI to income for the year ended October 31, 2008 (2007 – losses of $31 million). (1) n.a. not applicable 150 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Notional amount of derivatives by term to maturity Over-the-counter contracts Interest rate contracts Forward rate agreements Swaps Options purchased Options written Foreign exchange contracts Forward contracts Cross currency swaps Cross currency interest rate swaps Options purchased Options written Credit derivatives (2) Other contracts (3) Exchange-traded contracts Interest rate contracts Futures – long positions Futures – short positions Options purchased Options written Foreign exchange contracts Futures – long positions Futures – short positions Other contracts (3) 2008 Term to maturity 2007 Within 1 year 1 to 5 years Over 5 years (1) Total Trading Other than trading Trading Other than trading $ 245,673 962,719 21,001 28,024 $ 19,369 1,201,252 28,492 36,559 $ – 594,231 43,114 100,482 $ 265,042 2,758,202 92,607 165,065 $ 265,042 2,534,700 91,826 164,847 $ – 223,502 781 218 $ 201,853 2,096,153 89,585 149,169 $ – 158,393 1,003 573 870,019 6,121 69,174 34,436 34,659 33,199 45,156 51,882 84,046 10,200 10,669 222 394 179,996 30,589 8,811 184,000 10,990 11,151 156,092 28,543 20,295 12,826 4,493 896 – – 10,281 1,115 11,097 91,984 971 481 86,548 31,297 901,723 26,029 345,158 46,397 46,291 275,839 104,996 856,124 25,484 291,688 46,334 46,234 272,525 104,037 45,599 545 53,470 63 57 3,314 959 11 – – – 72,188 96,872 14,693 11,565 72,024 96,872 14,693 11,565 – – 6,373 222 394 196,650 222 394 196,650 164 – – – – – – 710,961 17,748 242,319 36,756 38,355 393,247 73,804 77,086 132,008 14,964 4,656 327 9,689 254,206 30,815 399 36,019 7 – 5,977 142 278 184 – – – – – $ 2,687,590 $ 1,764,639 $ 967,704 $ 5,419,933 $ 5,091,261 $ 328,672 $ 4,542,886 $ 233,790 (1) (2) (3) Includes contracts maturing in over 10 years with a notional value of $255,281 million (2007 – $205,976 million). The related gross positive replacement cost is $9,840 million (2007 – $10,910 million). Comprises credit default swaps, total return swaps and credit default baskets, including credit derivatives given guarantee treatment for OSFI regulatory reporting purposes. Credit derivatives with a notional value of $3,167 million (2007 – $5,530 million) are economic hedges. Comprises precious metal, commodity and equity-linked derivative contracts other than embedded equity-linked contracts. The following table provides the fair value of our derivative instruments: Fair value of derivative instruments Held or issued for trading purposes Interest rate contracts Forward rate agreements Swaps Options purchased Options written Foreign exchange contracts Forward contracts Cross currency swaps Cross currency interest rate swaps Options purchased Options written 2008 2007 Average fair value for year ended (1) Year-end fair value Average fair value for year ended (1) Year-end fair value Positive Negative Positive Negative Positive Negative Positive Negative $ 191 21,632 797 – $ 143 21,559 – 1,216 $ 329 32,596 1,569 – $ 220 30,448 – 1,714 $ 44 13,938 621 – $ 49 14,241 – 786 $ 72 14,250 488 – $ 25 14,446 – 625 22,620 22,918 34,494 32,382 14,603 15,076 14,810 15,096 12,831 2,396 12,628 1,214 – 12,793 1,777 11,806 – 1,160 37,096 1,597 18,654 1,850 – 36,682 1,574 18,628 – 1,830 8,342 2,231 8,987 1,044 – 8,508 1,522 9,419 – 1,028 14,503 3,066 13,634 1,221 – 14,410 2,141 14,250 – 1,302 29,069 27,536 59,197 58,714 20,604 20,477 32,424 32,103 Credit derivatives (2) Other contracts (3) 13,131 8,617 11,868 11,486 16,456 18,914 15,344 17,322 3,964 6,096 3,508 9,537 10,416 4,925 9,375 10,317 $ 73,437 $ 73,808 $ 129,061 $ 123,762 $ 45,267 $ 48,598 $ 62,575 $ 66,891 Held or issued for other than trading purposes Interest rate contracts Swaps Options purchased Options written Foreign exchange contracts Forward contracts Cross currency swaps Cross currency interest rate swaps Options purchased Options written Credit derivatives (2) Other contracts (3) Total gross fair values before netting (4) Impact of master netting agreements With intent to settle net or simultaneously (5) Without intent to settle net or simultaneously (6) Total $ 3,687 19 – 3,706 1,404 10 3,377 10 – 4,801 400 15 8,922 $ 2,774 – 31 2,805 1,299 24 2,544 – 6 3,873 15 6 6,699 137,983 130,461 (1,756) (76,179) (1,756) (76,179) $ 60,048 $ 52,526 $ 1,110 6 – 1,116 921 2 1,371 – – 2,294 36 20 $ 760 – 25 785 503 9 3,635 – – 4,147 30 42 3,466 5,004 66,041 71,895 (473) (38,256) (473) (38,256) $ 27,312 $ 33,166 Average fair value amounts are calculated based on monthly balances. Comprises credit default swaps, total return swaps and credit default baskets, including credit derivatives given guarantee treatment for OSFI regulatory reporting purposes. Comprises precious metal, commodity and equity-linked derivative contracts. Certain warrants and loan commitments that meet the definition of derivatives are also included. (1) (2) (3) (4) Market and credit valuation adjustments that are determined on an instrument-specific basis are included. For the remaining instruments, these adjustments are determined on a pooled basis and thus, have been excluded. Positive year-end fair values exclude market and credit valuation adjustments of $(1,117) million (2007 – $nil) and margin requirements of $1,024 million (2007 – $1,017 million). Impact of offsetting credit exposures on contracts where we have both a legally enforceable master netting agreement in place and we intend to settle the contracts on either a net basis or simultaneously. Additional impact of offsetting credit exposures on contracts where we have a legally enforceable master netting agreement in place but do not intend to settle the contracts on a net basis or simultaneously. (5) (6) Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 151 Note 7 Derivative instruments and hedging activities (continued) Fair value of derivative instruments by term to maturity Derivative assets (1), (2) Derivative liabilities Less than 1 year 1 to 5 years Over 5 years Total 2008 2007 Total $ 60,800 56,269 $ 43,760 42,797 $ 31,667 29,639 $ 136,227 128,705 $ 65,568 71,422 Includes $2 million of bank-owned life insurance policies stable value contracts (2007 – $71 million). (1) (2) Market and credit valuation adjustments that are determined on an instrument-specific basis are included. For the remaining instruments, these adjustments are determined on a pooled basis and thus, have been excluded. Derivative assets exclude market and credit valuation adjustments of $(1,117) million (2007 – $nil) and margin requirements of $1,024 million (2007 – $1,017 million). Derivative-related credit risk Credit risk from derivative transactions is generated by the potential for the counterparty to default on its contractual obligations when one or more transactions have a positive market value to us. Therefore, derivative-related credit risk is represented by the positive fair value of the instrument and is normally a small fraction of the contract’s notional amount. We subject our derivative-related credit risk to the same credit approval, limit and monitoring standards that we use for managing other transactions that create credit exposure. This includes evaluat- ing the creditworthiness of counterparties, and managing the size, diversification and maturity structure of the portfolio. Credit utilization for all products is compared with established limits on a continual basis and is subject to a standard exception reporting process. We utilize a single internal rating system for all credit risk exposure. In most cases, these internal ratings approximate the external risk ratings of public rating agencies. Netting is a technique that can reduce credit exposure from derivatives and is generally facilitated through the use of master net- ting agreements. A master netting agreement provides for a single net settlement of all financial instruments covered by the agreement in the event of default. However, credit risk is reduced only to the extent that our financial obligations to the same counterparty can be set off against obligations of the counterparty to us. The two main categories of netting are close-out netting and settlement netting. Under a close- out netting provision, if the counterparty defaults, we have the right to terminate all transactions covered by the master netting agreement at the then-prevailing market values and to sum the resulting market values, offsetting negative against positive values, to arrive at a single net amount owed by either the counterparty or us. Under a settlement netting provision, all payments and receipts in the same currency and due on the same day between specified branches are netted, generating a single payment in each currency, due either by us or the counterparty. We maximize the use of master netting agreements to reduce derivative-related credit exposure. Our overall exposure to credit risk that is reduced through master netting agreements may change substantially following the reporting date as the exposure is affected by each transaction subject to the agreement as well as by changes in underlying market rates. Measurement of our credit exposure arising out of derivative transactions is reduced to reflect the effects of netting in cases where the enforceability of that netting is supported by appropriate legal analysis as documented in our trading credit risk policies. The use of collateral is another significant credit mitigation technique for managing derivative-related counterparty credit risk. Mark-to-market provisions in our agreements with some counterpar- ties, typically in the form of a Credit Support Annex, provide us with the right to request that the counterparty pay down or collateralize the current market value of its derivatives positions when the value passes a specified threshold amount. The replacement cost for 2008 represents the total fair value of all outstanding contracts in a gain position after factoring in the master netting agreements. The replacement cost for 2007 represents the total fair value of all outstanding contracts in a gain position before and after factoring in the master netting agreements. The amounts in the table below exclude fair value of $5,999 million (2007 – $955 million) relating to exchange-traded instruments as they are subject to daily margining and are deemed to have no credit risk. The credit equivalent amount is defined as the sum of the replace- ment cost plus an add-on amount for potential future credit exposure as defined by OSFI. The risk-adjusted amount is determined by applying the standard OSFI-defined measures of counterparty risk to the credit equivalent amount. 152 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Derivative-related credit risk Interest rate contracts Forward rate agreements Swaps Options purchased Foreign exchange contracts Forward contracts Swaps Options purchased Credit derivatives (3) Other contracts (4) 2008 (1) 2007 Replacement Credit equivalent amount cost Risk-adjusted balance(2) Replacement Credit equivalent amount cost Risk-adjusted balance(2) $ $ 329 7,743 353 8,425 $ 430 12,938 729 14,097 16,438 9,692 508 19,797 19,212 1,101 26,638 40,110 5,607 12,979 10,344 17,680 244 4,106 230 4,580 3,938 3,806 274 8,018 8,130 5,168 $ 72 15,360 364 $ 92 23,484 1,032 $ 15,796 24,608 15,424 18,073 1,221 22,222 32,901 1,832 22 5,213 248 5,483 5,674 6,138 466 34,718 56,955 12,278 10,416 4,120 35,026 6,723 8,465 2,251 Derivatives before master netting agreements Impact of master netting agreements $ $ n.a. n.a. $ n.a. n.a. n.a. n.a. $ 65,050 (38,729) $ 123,312 (65,339) $ 28,477 (14,020) Total derivatives after master netting agreements (5) $ 53,649 $ 82,231 $ 25,896 $ 26,321 $ 57,973 $ 14,457 (1) (2) (3) (4) (5) The amounts presented for 2008 are net of master netting agreements in accordance with Basel II. The 2008 risk-adjusted balance was calculated in accordance with Basel II. The 2007 risk-adjusted balance was calculated in accordance with Basel I. Comprises credit default swaps, total return swaps and credit default baskets. The above excludes credit derivatives issued for other-than-trading purposes related to bought and sold protection with a replacement cost of $400 million (2007 – $36 million). Credit derivatives issued for other-than-trading purposes related to sold protection with a replacement cost of $3 million (2007 – $.4 million), credit equivalent amount of $147 million (2007 – $447 million) and risk-adjusted asset amount of $35 million (2007 – $447 million) which were given guarantee treatment per OSFI guidance. Comprises precious metal, commodity and equity-linked derivative contracts. The total credit equivalent amount after netting includes collateral applied of $4,721 million (2007 – $2,228 million). Replacement cost of derivative instruments by risk rating and by counterparty type Risk rating (1) Counterparty type (2) AAA, AA A BBB BB or lower Total OECD Banks governments Other Total 2008 Gross positive replacement cost Impact of master netting agreements $ 68,657 $ 40,630 $ 41,916 24,587 15,388 $ 8,487 7,308 $ 131,983 $ 2,944 77,934 82,512 $ 65,073 6,593 $ – 42,878 $ 131,983 77,934 12,861 Replacement cost (after netting agreements) (3) $ 26,741 $ 16,043 $ 6,901 $ 4,364 $ 54,049 $ 17,439 $ 6,593 $ 30,017 $ 54,049 Replacement cost (after netting agreements) – 2007 (3) $ 14,100 $ 6,684 $ 3,782 $ 1,791 $ 26,357 $ 7,057 $ 8,188 $ 11,112 $ 26,357 (1) (2) (3) Our internal risk ratings for major counterparty types approximate those of public rating agencies. Ratings of AAA, AA, A and BBB represent investment grade ratings and ratings of BB or lower represent non-investment grade ratings. Counterparty type is defined in accordance with the capital adequacy requirements of OSFI. Includes credit derivatives issued for other-than-trading purposes with a total replacement cost of $400 million (2007 – $36 million). Note 8 Premises and equipment Land Buildings Computer equipment Furniture, fixtures and other equipment Leasehold improvements 2008 Accumulated depreciation $ $ – 427 2,437 981 857 Net book value 216 418 1,445 414 767 $ Cost 216 845 3,882 1,395 1,624 2007 Accumulated depreciation $ $ – 333 1,986 764 727 Net book value 133 220 1,063 295 420 $ Cost 133 553 3,049 1,059 1,147 $ 7,962 $ 4,702 $ 3,260 $ 5,941 $ 3,810 $ 2,131 The depreciation expense for premises and equipment for 2008 was $539 million (2007 – $434 million; 2006 – $405 million). Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 153 Note 9 RBC Dexia Investor Services joint venture RBC Dexia Investor Services We operate our institutional and investor services business (IIS) through our joint venture, RBC Dexia Investor Services (RBC Dexia IS ). Assets and liabilities representing our interest in RBC Dexia IS and our proportionate share of its financial results before adjusting for related party transactions are presented in the following tables: Consolidated Balance Sheets Assets (1) Liabilities As at October 31, 2008 October 31, 2007 $ 19,136 $ 15,544 14,533 18,114 We provide certain services to RBC Dexia IS, which include admin- istrative and technology support, human resources, and credit and banking facilities to support its operations. RBC Dexia IS also provides certain services to us, including custody and trusteeship, fund and investment administration, transfer agency and investor services. These services and facilities are provided by the respective parties in the normal course of operations on terms similar to those offered to non-related parties. The amount of income earned and expenses incurred by RBC Dexia IS related to transactions with RBC are as follows: For the year ended October 31, 2008 For the For the nine year ended months ended October 31, October 31, 2006 (1) 2007 $ 145 $ 28 38 157 $ 26 34 99 16 28 (1) Includes $72 million (2007 – $69 million) of goodwill and $158 million (2007 – $179 million) of intangible assets. Net interest income Non-interest income Non-interest expense For the year ended October 31, 2008 For the For the nine year ended months ended October 31, October 31, 2006 (1) 2007 (1) For the year ended October 31, 2006, we did not report the amounts of income earned and expenses incurred by RBC Dexia IS related to transactions with RBC for our quarter ended January 31, 2006 as the joint venture was formed on January 2, 2006, and we report its results on a one-month lag basis. Consolidated Statements of Income Net interest income Non-interest income Non-interest expense Net income Consolidated Statements of Cash Flows Cash flows used in operating activities Cash flows used in investing activities Cash flows from (used in) financing activities $ 162 $ 647 602 135 116 $ 600 529 125 75 363 315 73 $ (1,433) $ (546) $ (71) (2,158) (2,299) (97) 3,713 2,856 165 (1) For the year ended October 31, 2006, we did not report our proportionate share of RBC Dexia IS results for our quarter ended January 31, 2006 as the joint venture was formed on January 2, 2006, and we report its results on a one-month lag basis. Note 10 Goodwill and other intangibles Effective February 7, 2007, as discussed in Note 28, our previous three business segments were reorganized into four business segments. This reorganization resulted in the realignment of certain reporting units. Accordingly, we have reallocated our goodwill to the new reporting units using the relative fair value approach. Effective May 1, 2008, as discussed in Note 28, we created our Insurance segment, formerly a business under Canadian Banking. This reorganization resulted in the realignment of certain reporting units. Accordingly, we have reallocated our goodwill to the reporting units using the relative fair value approach. The reorganization also resulted in the U.S. & International Banking segment being renamed International Banking. The following tables disclose the changes in goodwill during 2007 and 2008, including the reallocation of goodwill to the new reporting units. Goodwill Balance at October 31, 2006 Goodwill acquired between November 1, 2006 and January 31, 2007 Other adjustments (1) Balance at January 31, 2007 RBC Canadian Personal and Business RBC U.S. and International Personal and Business $ $ 2,491 – 9 $ 900 406 58 RBC Capital Markets 913 121 34 $ Total 4,304 527 101 $ 2,500 $ 1,364 $ 1,068 $ 4,932 (1) Other adjustments in the first quarter of 2007 primarily include the impact of foreign exchange translations on foreign currency-denominated goodwill. 154 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Reallocation of goodwill Goodwill balance before business reorganization Canadian Banking Wealth Management U.S. & International Banking RBC Canadian Personal and Business RBC U.S. and International Personal and Business RBC Capital Markets $ $ 2,500 1,364 1,068 $ 2,069 – – $ 431 583 – $ – 781 109 Goodwill balance after business reorganization $ 2,500 1,364 1,068 Capital Markets – – 959 Balance at January 31, 2007 $ 4,932 $ 2,069 $ 1,014 $ 890 $ 959 $ 4,932 Goodwill acquired between February 1 and October 31, 2007 Other adjustments (1) 372 (552) – (19) 31 (163) 323 (217) 18 (153) 372 (552) Balance at October 31, 2007 $ 4,752 $ 2,050 $ 882 $ 996 $ 824 $ 4,752 (1) Other adjustments in the last three quarters of 2007 primarily include the impact of foreign exchange translations on foreign currency-denominated goodwill. Goodwill Balance at October 31, 2007 Goodwill acquired between November 1, 2007 and April 30, 2008 Other adjustments (1) $ $ 2,050 – – $ 882 – 70 996 1,270 11 $ Canadian Banking Wealth Management U.S. & International Banking Capital Markets 824 – 62 $ Total 4,752 1,270 143 Balance at April 30, 2008 $ 2,050 $ 952 $ 2,277 $ 886 $ 6,165 (1) Other adjustments in the first two quarters of 2008 primarily include the impact of foreign exchange translations on foreign currency-denominated goodwill. Reallocation of goodwill Canadian Banking Wealth Management U.S. & International Banking Capital Markets Balance at April 30, 2008 Goodwill acquired between May 1 and October 31, 2008 Other adjustments (1) Goodwill balance before business reorganization Canadian Wealth Banking Management Insurance International Banking Goodwill balance after business Markets reorganization Capital $ 2,050 952 2,277 886 $ 1,919 – – – $ $ 6,165 $ 1,919 $ – 952 – – 952 $ 2,775 1,037 $ – – $ 1,147 147 $ $ $ 131 – – – 131 $ $ – – 2,277 – $ 2,277 $ – – – 886 886 $ 2,050 952 2,277 886 $ 6,165 – 22 $ 1,607 722 $ 21 146 $ 2,775 1,037 Balance at October 31, 2008 $ 9,977 $ 1,919 $ 2,246 $ 153 $ 4,606 $ 1,053 $ 9,977 (1) Other adjustments in the last two quarters of 2008 primarily include the impact of foreign exchange translations on foreign currency-denominated goodwill. We have also completed the annual assessment for goodwill impairment in all reporting units and have determined that there was no goodwill impairment for the year ended October 31, 2008 (2007 – $nil; 2006 – $nil). Other intangibles Core deposit intangibles Customer lists and relationships Mortgage servicing rights 2008 2007 Gross carrying amount Accumulated amortization (1) Net carrying amount Gross carrying amount Accumulated amortization (1) Net carrying amount $ $ 725 1,073 70 (273) $ (287) (54) $ 452 786 16 $ 376 605 47 (170) $ (200) (30) $ 1,868 $ (614) $ 1,254 $ 1,028 $ (400) $ 206 405 17 628 (1) Total amortization expense for 2008 was $135 million (2007 – $96 million). The projected amortization of Other intangibles for each of the years ending October 31, 2009 to October 31, 2013 is approximately $126 million. There were no writedowns of intangible assets due to impairment for the year ended October 31, 2008 (2007 – $nil). Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 155 Note 11 Significant acquisitions 2008 International Banking In February 2008, RBC Bancorporation (USA), formerly RBC Centura Banks, Inc., completed the acquisition of Birmingham-based Alabama National BanCorporation (ANB), parent of 10 subsidiary banks and other affiliated businesses in Alabama, Florida and Georgia. In June 2008, we completed the acquisition of RBTT Financial Group (RBTT) for a total purchase price of TT$13.7 billion (C$2.3 bil- lion). RBTT is a Caribbean-based banking and financial services group which offers a complete range of banking and financial intermediation services to customers in Trinidad and Tobago and other Caribbean countries. We have not recognized revenues or expenses for the month of October 2008 as we report the results of RBTT on a one- month lag basis. The purchase price allocations of these acquisitions are preliminary and may be revised when estimates and assumptions are finalized and the valuation of assets and liabilities is completed. We do not anticipate that any revisions will be significant to our financial statements. Details of the purchase price and the preliminary allocation are as follows: Acquisition date Percentage of shares acquired Purchase consideration in the currency of the transaction Purchase consideration in Canadian dollar equivalent Fair value of tangible assets acquired (1) Fair value of liabilities assumed (2) Fair value of identifiable net assets acquired Core deposit intangibles (3) Goodwill Total purchase consideration ANB February 22, 2008 100% RBTT June 16, 2008 100% Total cash payment of US$939 million and 16.4 million RBC common shares valued at US$49.9067 each Total cash payment of TT$8.3 billion and 18.2 million RBC common shares valued at US$48.2540 each $ $ 1,779 7,459 (7,079) 380 91 1,307 $ $ 2,278 8,787 (8,200) 587 121 1,570 $ 1,778 $ 2,278 (1) (2) (3) Included in the fair value of tangible assets acquired from ANB are loans of approximately $140 million that have been identified for sale. Includes future income tax liabilities of $32 million and $31 million related to the intangible assets acquired for ANB and RBTT, respectively. Core deposit intangibles are amortized on a straight-line basis over an estimated average useful life of seven years. Wealth Management In May 2008, we completed the acquisition of Vancouver-based Phillips, Hager & North Investment Management Ltd. (PH&N), an investment management firm with approximately $68 billion of assets under management. In June 2008, we completed the acquisition of Washington D.C.-based Ferris, Baker Watts, Incorporated (FBW), a full-service broker-dealer with 42 branch offices in eight states and the District of Columbia. The purchase price allocations of these acquisitions are preliminary and have not been finalized because the valuation of certain assets and liabilities has not been completed. Details of the preliminary purchase price allocations are as follows: Acquisition date Percentage of shares acquired Purchase consideration in the currency of the transaction (1) Purchase consideration in Canadian dollar equivalent Fair value of tangible assets acquired Fair value of liabilities assumed (2) Fair value of identifiable net assets acquired Customer relationships (3) Goodwill Total purchase consideration PH&N May 1, 2008 100% FBW June 20, 2008 100% 20.2 million RBC common shares and 6.75 million exchangeable shares of a wholly owned subsidiary of RBC valued at $48.0025 each Total cash payment of US$27 million and 4.8 million RBC common shares valued at US$48.2485 each $ $ 1,297 57 (178) (121) 423 995 $ 1,297 $ $ $ 265 421 (301) 120 7 138 265 (1) (2) (3) The exchangeable shares issued for the acquisition of PH&N will be exchanged on a one-for-one basis for RBC common shares three years after closing in accordance with the purchase agreement. Includes future income tax liabilities of $125 million and $3 million related to the intangible assets acquired for PH&N and FBW, respectively. Customer relationships are amortized on a straight-line basis over an estimated average useful life of 11 years and seven years for PH&N and FBW, respectively. 156 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Other acquisitions During the year ended October 31, 2008, we also completed the fol- lowing acquisitions: (i) on December 4, 2007, International Banking completed the acquisition of a 50% interest in Fidelity Merchant Bank & Trust Limited, the Bahamas-based wholly owned subsidiary of Fidelity Bank & Trust International Limited, to form a joint venture called Royal Fidelity Merchant Bank & Trust Limited; (ii) on August 4, 2008, Capital Markets completed the acquisition of Richardson Barr & Co., a Houston-based energy advisory firm specializing in acquisitions and divestitures in the exploration and production sector; and (iii) on October 1, 2008, Canadian Banking acquired ABN AMRO’s Canadian commercial leasing division. The combined preliminary purchase price of these acquisitions, which were not material to the respective seg- ments, was $389 million and resulted in goodwill of $26 million. 2007 International Banking In December 2006, we completed the acquisition of Atlanta, Georgia-based Flag Financial Corporation (Flag) and its subsidiary, Flag Bank, and in March 2007, we completed the acquisition of 39 branches of AmSouth Bank in Alabama (AmSouth branches). Details of these acquisitions are as follows: Acquisition date Percentage of shares acquired Flag AmSouth branches December 8, 2006 March 9, 2007 100% n.a. Purchase consideration in the currency of the transaction Cash payment of US$435 Cash payment of US$343 Purchase consideration in Canadian dollar equivalent Fair value of tangible assets acquired Fair value of liabilities assumed (1) Fair value of identifiable net tangible assets acquired (net liabilities assumed) Core deposit intangibles and other intangibles (2), (3) Goodwill Total purchase consideration $ 498 $ 1,912 (1,870) 42 50 406 498 $ $ 405 $ 2,368 (2,369) (1) 83 323 $ 405 (1) (2) (3) Includes future income tax liabilities of $12 million and $10 million related to the intangible assets acquired for Flag and AmSouth Branches, respectively. Core deposit intangibles are amortized on a straight-line basis over an estimated average useful life of seven years. Included in the acquisition of Flag was $7 million of Other intangibles ($nil for AmSouth branches) which relates to non-compete agreements and are amortized over the term of the agreements for a maximum of three years. n.a. Not applicable Other acquisitions Capital Markets During 2007, we completed three acquisitions for a total cost of US$150 million (C$170 million), which were paid in cash: (i) Ohio- based Seasongood & Mayer, LLC, a public finance firm and leading underwriter of municipal debt, and its wholly owned subsidiary, Seasongood Asset Management, an investment advisor to public funds clients; (ii) the broker-dealer business and certain other assets of the Carlin Financial Group, a New York-based broker-dealer; and (iii) Colorado-based Daniels & Associates, L.P., an M&A advisory firm specializing in the communications, media and entertainment, and technology sectors. These acquisitions were not material to Capital Markets and resulted in goodwill of $160 million. Note 12 Other assets Receivable from brokers, dealers and clients Accrued interest receivable Investment in associated corporations and limited partnerships Insurance-related assets (1) Net future income tax asset (refer to Note 23) Prepaid pension benefit cost (2) (refer to Note 20) Other Wealth Management In May 2007, we completed the acquisition of New Jersey-based J.B. Hanauer & Co., a privately held financial services firm which spe- cializes in retail fixed income and wealth management services for cash. Total purchase price was US$65 million (C$71 million), of which US$42 million (C$45 million) was paid at close and the final adjust- ment was paid subsequent to October 31, 2008 under the purchase agreement. The acquisition was not material to Wealth Management and resulted in goodwill of $43 million. $ 2008 $ 10,269 2,461 1,156 1,062 1,706 551 8,126 2007 4,048 2,608 1,420 827 1,251 590 7,109 $ 25,331 $ 17,853 (1) (2) Insurance-related assets include policy loan balances, premiums outstanding, amounts due from other insurers in respect of reinsurance contracts and pooling arrangements, and deferred acquisition costs. Prepaid pension benefit cost represents the cumulative excess of pension fund contributions over pension benefit expense. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 157 Note 13 Deposits The following table details our deposit liabilities: Personal Business and government (4), (5) Bank Non-interest-bearing Canada United States Other International Interest-bearing Canada (4), (5) United States Other International Demand (1) Notice (2) Term (3), (4) Total 2008 2007 Total $ $ 59,946 100,011 6,699 4,580 3,245 12 $ 74,510 166,738 22,834 $ 139,036 269,994 29,545 $ 116,557 219,886 28,762 $ 166,656 $ 7,837 $ 264,082 $ 438,575 $ 365,205 $ 34,463 4,682 4,579 $ 28,254 2,285 1,693 168,246 68,450 158,155 155,190 41,514 136,269 $ 438,575 $ 365,205 (1) (2) (3) (4) (5) Deposits payable on demand include all deposits for which we do not have the right to notice of withdrawal. These deposits include both savings and chequing accounts. Deposits payable after notice include all deposits for which we can legally require notice of withdrawal. These deposits are primarily savings accounts. Term deposits include deposits payable on a fixed date. These deposits include term deposits, guaranteed investment certificates and similar instruments. At October 31, 2008, the balance of term deposits also includes senior deposit notes we have issued to provide long-term funding of $63.2 billion (2007 – $51.5 billion). The senior deposit note of $900 million issued to Trust II (refer to Note 17) is included in Business and government deposits. This senior deposit note bears interest at an annual rate of 5.812% and will mature on December 31, 2053. The note is redeemable at our option, in whole or in part, on and after December 31, 2008, subject to the approval of OSFI. It may be redeemed earlier, at our option in certain specified circumstances, subject to the approval of OSFI. Each $1,000 of the note principal is convertible at any time into 40 of our Non- cumulative redeemable First Preferred Shares Series U at the option of Trust II. Trust II will exercise this conversion right in circumstances in which holders of RBC Trust Capital Securities Series 2013 (RBC TruCS 2013) exercise their holder exchange right. Refer to Note 17 for more information on RBC TruCS 2013. Business and government deposits also include a senior deposit note of $999.8 million issued to RBC Subordinated Notes Trust (Trust III) (refer to Note 17). This senior deposit note bears interest at an annual rate of 4.72% and will mature on April 30, 2017. Subject to OSFI’s approval, the note is redeemable at our option, in whole or in part, on or after April 30, 2012, at the Redemption Price and may also be redeemed earlier at our option at the Early Redemption Price. The Redemption Price is an amount equal to $1,000 plus the unpaid distributions to the redemption date. The Early Redemption Price is an amount equal to the greater of (i) the Redemption Price, and (ii) the price calculated to provide an annual yield, equal to the yield on Government of Canada bonds from the redemption date to April 30, 2012, plus 11 basis points. The following table presents the contractual maturities of our demand, notice and term deposit liabilities. Included in “within 1 year” are deposits payable on demand and deposits payable after notice. Deposits (1) Within 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years 2008 2007 $ 357,112 30,768 19,912 10,871 11,319 8,593 $ 308,708 17,484 15,290 9,501 8,552 5,670 $ 438,575 $ 365,205 (1) The aggregate amount of term deposits in denominations of $100,000 or more as at October 31, 2008 was $221 billion (2007 – $186 billion). The following table presents the average deposit balances and average rates of interest paid during 2008 and 2007. Average deposit balances and rates Canada United States Other International Average balances Average rates 2008 2007 $ 187,182 58,997 164,862 $ 190,754 54,812 122,910 $ 411,041 $ 368,476 2008 2.36% 2.98 3.63 2.96% 2007 2.97% 4.68 4.50 3.74% 158 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Note 14 Insurance Insurance claims and policy benefit liabilities Life and Health Property and Casualty Reinsurance Total Future policy benefit liabilities Claims liabilities Total 2008 6,676 459 250 7,385 6,660 725 $ $ $ 2007 6,664 417 202 7,283 6,610 673 7,385 $ 7,283 $ $ $ $ The net increase in Insurance claims and policy benefit liabilities over the prior year comprised (i) the unfavourable impact of the depre- ciation of the Canadian dollar on U.S. dollar-denominated liabilities, (ii) the net increase in life and health, reinsurance and property and casualty liabilities attributable to business growth, (iii) the decrease due to market movements on assets backing life and health liabilities and (iv) decreased reinsurance liabilities reflecting claim payments related to hurricanes Katrina, Rita and Wilma. Furthermore, the review of various actuarial assumptions and completion of certain actuarial experience studies resulted in a net decrease of $33 million in life insurance liabilities (2007 – $57 million) and a net decrease of $111 million in health insurance liabilities (2007 – $32 million). This was predominantly driven by the impact of ongoing experience studies, refinements to cash flow models and methods, investment portfolio changes and updated interest rate assumptions. The changes in the Insurance claims and policy benefit liabilities are included in the Insurance policyholder benefits, claims and acquisi- tion expense in our Consolidated Statements of Income in the period in which the estimates changed. Reinsurance In the ordinary course of business, our insurance operations rein- sure risks to other insurance and reinsurance companies in order to provide greater diversification, limit loss exposure to large risks, and provide additional capacity for future growth. These ceding reinsur- ance arrangements do not relieve our insurance subsidiaries from their direct obligation to the insureds. We evaluate the financial condition of the reinsurers and monitor our concentrations of credit risks to mini- mize our exposure to losses from reinsurer insolvency. Reinsurance recoverables related to property and casualty insur- ance business, which are included in Other assets, include amounts related to paid benefits and unpaid claims. Reinsurance recoverables related to our life insurance business are included in Insurance claims and policy benefit liabilities to offset the related liabilities. Reinsurance amounts (ceded premiums) included in Non-interest income for the years ended October 31 are shown in the table below. Net premiums Gross premiums Ceded premiums Note 15 Other liabilities Short-term borrowings of subsidiaries Payable to brokers, dealers and clients Accrued interest payable Accrued pension and other post-employment benefit expense (1) (refer to Note 20) Insurance-related liabilities Dividends payable Payroll and related compensation Trade payables and related accounts Taxes payable Cheques and other items in transit Other 2008 3,760 (896) $ 2007 3,445 (852) $ 2006 3,405 (810) 2,864 $ 2,593 $ 2,595 $ $ $ 2008 5,402 9,610 2,925 $ 1,383 428 701 3,855 2,329 139 1,193 7,724 2007 3,784 3,941 2,908 1,266 408 661 3,960 1,854 1,078 281 8,342 $ 35,689 $ 28,483 (1) Accrued pension and other post-employment benefit expense represents the cumulative excess of pension and other post-employment benefit expense over pension and other post-employment fund contributions. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 159 Note 16 Subordinated debentures The debentures are unsecured obligations and are subordinated in right of payment to the claims of depositors and certain other credi- tors. All redemptions, cancellations and exchanges of subordinated debentures are subject to the consent and approval of OSFI. All subordinated debentures are redeemable at our option. The amounts presented below are net of our holdings in these securities which have not been cancelled and are still outstanding. Maturity March 15, 2009 January 22, 2013 January 27, 2014 June 1, 2014 November 14, 2014 January 25, 2015 June 24, 2015 April 12, 2016 March 11, 2018 June 6, 2018 November 4, 2018 June 8, 2023 June 26, 2037 October 1, 2083 June 6, 2085 June 18, 2103 Deferred financing costs Earliest par value redemption date Interest rate Denominated in foreign currency January 22, 2008 January 27, 2009 June 1, 2009 (1) (2) (4) January 25, 2010 (5) June 24, 2010 (2) April 12, 2011 (6) March 11, 2013 (7) June 6, 2013 (9) November 4, 2013 (11) June 26, 2017 (12) (14) (14) June 18, 2009 (17) (3) (3) 6.50% 6.10% 3.96% 4.18% 10.00% (3) 7.10% (3) 3.70% (3) 6.30% 4.84% (8) 5.00% (10) 5.45% (3) 9.30% 2.86% (13) (15) (16) 5.95% (18) US$125 $ JPY 10,000 US$189 $ 2008 151 – 500 1,001 271 528 816 407 1,039 1,012 1,102 110 81 224 228 672 2007 118 483 495 976 257 515 775 389 – – 1,021 110 77 224 179 622 $ $ 8,142 (11) $ 6,241 (6) 8,131 $ 6,235 The terms and conditions of the debentures are as follows: (1) Redeemed on the earliest par value redemption date at par value. (2) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 8 basis points and (ii) par value, and thereafter at any time at par value. Interest at stated interest rate until earliest par value redemption date, and thereafter at a rate of 1.00% above the 90-day Bankers’ Acceptance rate. (3) (4) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 9 basis points and (ii) par value, and thereafter at any time at par value. (5) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 12.5 basis points and (ii) par value, and thereafter at any time at par value. (9) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 44 basis points and (ii) par value, and thereafter at any time at par value. (10) Interest at stated interest rate until earliest par value redemption date, and thereafter at a rate of 2.15% above the 90-day Bankers’ Acceptance rate. (11) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 14 basis points and (ii) par value, and thereafter at any time at par value. (12) Redeemable on or after June 26, 2017 at par value. (13) Fixed interest rate at 2.86% per annum, payable semi-annually. (14) Redeemable on any interest payment date at par value. (15) Interest at a rate of 40 basis points above the 30-day Bankers’ Acceptance rate. (6) Redeemable at any time prior to the earliest par value redemption (16) Interest at a rate of 25 basis points above the U.S. dollar 3-month date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 22 basis points and (ii) par value, and thereafter at any time at par value. (7) Redeemable at any time prior to the earliest par value redemption date at the greater of (i) the fair value of the subordinated debentures based on the yield on Government of Canada bonds plus 42.5 basis points and (ii) par value, and thereafter at any time at par value. Interest at stated interest rate until earliest par value redemption date, and thereafter at a rate of 2.00% above the 90-day Bankers’ Acceptance rate. (8) LIMEAN. In the event of a reduction of the annual dividend we declare on our common shares, the interest payable on the debentures is reduced pro rata to the dividend reduction and the interest reduction is payable with the proceeds from the sale of newly issued common shares. (17) Redeemable on June 18, 2009, or every fifth anniversary of such date at par value. Redeemable on any other date at the greater of par and the yield on a non-callable Government of Canada bond plus 21 basis points if redeemed prior to June 18, 2014, or 43 basis points if redeemed at any time after June 18, 2014. (18) Interest at a rate of 5.95% until earliest par value redemption date and every 5 years thereafter at the 5-year Government of Canada yield plus 172 basis points. Maturity schedule The aggregate maturities of subordinated debentures, based on the maturity dates under the terms of issue, are as follows: Within 1 year 1 to 5 years 5 to 10 years Thereafter 160 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements $ 2008 151 – 5,574 2,417 $ 8,142 Note 17 Trust capital securities We issue innovative capital instruments, RBC Trust Capital Securities (RBC TruCS) and RBC Trust Subordinated Notes (RBC TSNs), through three SPEs: RBC Capital Trust (Trust), RBC Capital Trust II (Trust II) and RBC Subordinated Notes Trust (Trust III). On April 28, 2008, we issued $500 million of RBC Trust Capital Securities Series 2008-1 (RBC TruCS 2008-1) through our consolidated subsidiary RBC Capital Trust (Trust), a closed-end trust established under the laws of the Province of Ontario. The issue was priced at $1,000 per RBC TruCS 2008-1, and the proceeds were used to fund the Trust’s acquisition of trust assets. The holders of RBC TruCS 2008-1 do not have any conversion rights or any other redemption rights. As a result, upon consolidation of the Trust, RBC TruCS 2008-1 are classified as Non-controlling interest in subsidiaries (refer to Note 19). In prior years, we also issued non-voting RBC Trust Capital Securities Series 2010, 2011 and 2015 (RBC TruCS 2010, 2011 and 2015) through the Trust. RBC TruCS 2010 and 2011 are classified as Trust capital securities. The proceeds of the RBC TruCS 2010 and 2011 were used to fund the Trust’s acquisition of trust assets. Holders of RBC TruCS 2010 and 2011 are eligible to receive semi-annual non-cumulative fixed cash distributions. Unlike the RBC TruCS 2010 and 2011, the holders of RBC TruCS 2015 do not have any conversion rights or any other redemption rights. As a result, upon consolidation of the Trust, RBC TruCS 2015 are classified as Non-controlling interest in subsidiaries (refer to Note 19). Holders of RBC TruCS 2015 are eligible to receive semi-annual non- cumulative fixed cash distributions until December 31, 2015 and a floating-rate cash distribution thereafter. Trust II, an open-end trust, has issued non-voting RBC TruCS 2013, the proceeds of which were used to purchase a senior deposit note from us. Trust II is a VIE under AcG-15 (refer to Note 6). We do not consolidate Trust II as we are not the Primary Beneficiary; therefore, the RBC TruCS 2013 issued by Trust II are not reported on our Consolidated Balance Sheets, but the senior deposit note is reported in Business and government deposit liabilities (refer to Note 13). Holders of RBC TruCS 2013 are eligible to receive semi-annual non-cumulative fixed cash distributions. No cash distributions will be payable by the trusts on RBC TruCS if we fail to declare regular dividends (i) on our preferred shares, or (ii) on our common shares if no preferred shares are then outstanding. In this case, the net distributable funds of the trusts will be distributed to us as holders of residual interest in the trusts. Should the trusts fail to pay the semi-annual distributions in full, we will not declare dividends of any kind on any of our preferred or common shares for a specified period of time. In 2007, we issued $1 billion innovative subordinated debentures, RBC TSNs – Series A, through Trust III. Trust III is a closed-end trust established under the laws of the Province of Ontario. The proceeds were used to purchase a senior deposit note from us. Trust III is a VIE under AcG -15. We do not consolidate Trust III as we are not its Primary Beneficiary (refer to Note 6); therefore, the RBC TSNs – Series A issued by Trust III are not reported on our Consolidated Balance Sheets but the senior deposit note issued by us to Trust III is reported in Business and government deposit liabilities (refer to Note 13). The table below presents the significant terms and conditions of RBC TruCS and RBC TSNs as at October 31, 2008 and 2007. Issuer RBC Capital Trust (1), (2), (3), (4), (5), (6), (7) Included in Trust capital securities 650,000 Trust Capital Securities – Series 2010 750,000 Trust Capital Securities – Series 2011 Included in Non-controlling interest in subsidiaries 1,200,000 Trust Capital Securities – Series 2015 500,000 Trust Capital Securities – Series 2008–1 RBC Capital Trust II (2), (3), (4), (6), (7), (9) Issuance date Distribution dates Annual yield At the option of the issuer At the option of the holder Redemption date Conversion date July 24, 2000 December 6, 2000 June 30, December 31 June 30, December 31 7.288% 7.183% December 31, 2005 December 31, 2005 December 31, 2010 December 31, 2011 October 28, 2005 June 30, December 31 4.87% (8) April 28, 2008 June 30, December 31 6.821% (8) December 31, 2010 Holder does not have conversion option June 30, 2013 Holder does not have conversion option 2008 Principal amount 2007 Principal amount $ 650 750 $ 1,400 $ 650 750 $ 1,400 1,200 1,200 500 – $ 3,100 $ 2,600 900,000 Trust Capital Securities – Series 2013 July 23, 2003 June 30, December 31 5.812% December 31, 2008 Any time $ 900 $ 900 RBC Subordinated Notes Trust (3), (4), (6), (7), (10), (11) $1 billion 4.58% Trust Subordinated Notes – April 30, 2007 April 30, October 30 4.584% Series A Any time Holder does not have conversion option $ 1,000 $ 1,000 The significant terms and conditions of the RBC TruCS and RBC TSNs are as follows: (1) Subject to the approval of OSFI, the Trust may, in whole (but not in part), on the Redemption date specified above, and on any Distribution date thereafter, redeem the RBC TruCS 2008-1, 2010, 2011 and 2015, without the consent of the holders. (3) (2) Subject to the approval of OSFI, upon occurrence of a special event as defined, prior to the Redemption date specified above, the trusts may redeem all, but not part of, RBC TruCS 2008-1, 2010, 2011, 2013 or 2015 without the consent of the holders. Issuer Redemption Price: The RBC TruCS 2008-1 may be redeemed for cash equivalent to (i) the Early Redemption Price if the redemption occurs prior to June 30, 2018 or (ii) the Redemption Price if the redemption occurs on or after June 30, 2018. The RBC TruCS 2010 and 2011 may be redeemed for cash equivalent to (i) the Early Redemption Price if the redemption occurs earlier than six months prior to the conversion date specified above or (ii) the Redemption Price if the redemption occurs on or after the date that is six months prior to the conversion date as indicated above. The RBC TruCS 2013 and 2015 may be redeemed for cash equivalent to (i) the Early Redemption Price if the redemption occurs prior to December 31, 2013 and 2015, respectively, or (ii) the Redemption Price if the redemp- tion occurs on or after December 31, 2013 and 2015, respectively. The RBC TSNs – Series A may be redeemed, in whole or in part, subject to the approval of OSFI, for cash equivalent to (i) the Early Redemption Price if the notes are redeemed prior to April 30, 2012, or (ii) the Redemption Price if the notes are redeemed on or after April 30, 2012. Redemption Price refers to an amount equal to $1,000 plus the unpaid distributions to the Redemption date. Early Redemption Price refers to an amount equal to the greater of (i) the Redemption Price and (ii) the price calculated to pro- vide an annual yield, equal to the yield on a Government of Canada bond issued on the Redemption date with a maturity date of June 30, 2018, plus 77 basis points, for RBC TruCS 2008-1, a maturity date of June 30, 2010 and 2011, plus 33 basis points and 40 basis points, for RBC TruCS 2010 and 2011, respectively, and a maturity date of December 31, 2013 and 2015, plus 23 basis points and 19.5 basis points, for RBC TruCS 2013 and 2015, respectively; and a maturity date of April 30, 2012, plus 11 basis points for RBC TSNs – Series A. (4) Automatic Exchange Event: Without the consent of the holders, each RBC TruCS 2008-1 will be exchanged automatically for 40 of our non-cumulative redeemable Bank Preferred Shares Series AI, each RBC TruCS 2010, 2011, 2013 and 2015 will be exchanged automatically for 40 of our non-cumulative redeemable First Preferred Shares Series Q, R, T and Z, respectively, and each RBC TSN – Series A will be exchanged automatically for an equal principal amount of Bank Series 10 Subordinated Notes upon occurrence of any one of the following events: (i) proceedings are commenced for our winding-up; (ii) OSFI takes control of us; (iii) we have Tier 1 capital ratio of less than 5% or Total capital ratio of less than 8%; or (iv) OSFI has directed us to increase our capital or provide additional liquidity and we elect such automatic exchange or we fail to comply with such direction. The Bank Preferred Shares Series AI and the First Preferred Shares Series T and Z pay semi-annual non-cumulative cash dividends and Series T is convertible at the option of the holder into a variable number of common shares. From time to time, we purchase some of the innovative capital instru- ments and hold them on a temporary basis. As at October 31, 2007 and 2008, we held none of RBC TruCS 2008-1, RBC TruCS 2010, RBC TruCS 2011 and RBC TSNs – Series A, except for $6 million of RBC TruCS 2015 in 2007 as treasury holdings which were deducted from regulatory capital. (5) (6) Regulatory capital: According to OSFI guidelines, innovative capital instruments can comprise up to 15% of net Tier 1 capital with an addi- tional 5% eligible for Tier 2B capital. RBC TSN – Series A qualifies as Tier 2B capital. As at October 31, 2008, $3,879 million (2007 – $3,494 million) represents Tier 1 capital, $1,147 million (2007 – $1,027 million) represents Tier 2B capital and $nil (2007 – $6 million) of our treasury holdings of innovative capital is deducted for regulatory capital purposes. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 161 Note 17 Trust capital securities (continued) (7) Holder Exchange Right: Holders of RBC TruCS 2010 and 2011 may exchange, on any distribution date on or after the conversion date speci- fied above, RBC TruCS 2010 and 2011 for 40 non-cumulative redeemable Bank First Preferred Shares, Series Q and Series R, respectively. Holders of RBC TruCS 2013 may, at any time, exchange all or part of their holdings for 40 non-cumulative redeemable First Preferred Shares Series U, for each RBC TruCS 2013 held. The First Preferred Shares Series Q, R and U pay semi-annual non-cumulative cash dividends as and when declared by our Board of Directors and are convertible at the option of the holder into a variable number of common shares. Holders of RBC TruCS 2008-1, RBC TruCS 2015 and RBC TSNs – Series A do not have similar exchange rights. (8) The non-cumulative cash distribution on the RBC TruCS 2015 will be 4.87% paid semi-annually until December 31, 2015, and at one half of the sum of 180-day Bankers’ Acceptance rate plus 1.5%, thereafter. The non-cumulative cash distribution on the RBC TruCS 2008-1 will be 6.821%, paid semi-annually in an amount of $34.105 on June 30 and December 31 Note 18 Preferred share liabilities and share capital Authorized share capital Preferred – An unlimited number of First Preferred Shares and Second Preferred Shares without nominal or par value, issuable in series; the aggregate consideration for which all the First Preferred Shares and all the Second Preferred Shares that may be issued may not exceed $20 billion and $5 billion, respectively. Issued and outstanding shares of each year until June 30, 2018, and floating distributions thereafter at the six-month Bankers’ Acceptance rate plus 350 basis points. (9) Subject to the approval of OSFI, Trust II may, in whole or in part, on the Redemption date specified above, and on any distribution date thereafter, redeem any outstanding RBC TruCS 2013, without the consent of the holders. (10) The cash distribution on the RBC TSNs – Series A will be 4.58% paid semi-annually until April 30, 2012, and at 90-day Bankers’ Acceptance rate plus 1% thereafter paid quarterly until their maturity on April 30, 2017. (11) We will guarantee the payment of principal, interest, the redemption price, if any, and any other amounts of the RBC TSNs – Series A when they become due and payable, whether at stated maturity, call for redemp- tion, automatic exchange or otherwise according to the terms of the Bank Subordinated Guarantee and the Trust Indenture. Common – An unlimited number of shares without nominal or par value may be issued. Preferred share liabilities First preferred Non-cumulative Series N (1) Treasury shares – sales Treasury shares – purchases Preferred share liabilities, net of treasury holdings Preferred shares First preferred Non-cumulative Series O (2) Non-cumulative Series W (3) Non-cumulative Series AA (4) Non-cumulative Series AB (5) Non-cumulative Series AC (6) Non-cumulative Series AD (7) Non-cumulative Series AE (8) Non-cumulative Series AF (9) Non-cumulative Series AG (10) Non-cumulative Series AH (11) Non-cumulative Series AJ (12) Common shares Balance at beginning of year Issued on new acquisitions Issued under the stock option plan (13) Purchased for cancellation Balance at end of year Treasury shares – Preferred shares Balance at beginning of year Sales Purchases Balance at end of year Treasury shares – Common shares Balance at beginning of year Sales Purchases Balance at end of year Number of shares (000s) 2008 Amount Dividends declared per share Number of shares (000s) 2007 Amount Dividends declared per share Number of shares (000s) 2006 Amount Dividends declared per share – $ – – – $ – $ – – – – $ – $ 12,000 12,000 12,000 8,000 10,000 10,000 8,000 10,000 8,500 16,000 300 300 300 200 250 250 200 250 213 400 .88 – 1.23 1.11 1.18 1.15 1.13 1.13 1.11 1.13 .81 – 11,916 $ 152 (68) 298 $ 4 (2) 12,000 $ 300 – $ – $ 12,000 12,000 12,000 8,000 10,000 10,000 8,000 10,000 – – 300 300 300 200 250 250 200 250 – – 1.18 – 1.23 1.11 1.18 1.22 1.06 .95 .77 .65 – – 12,000 $ – (84) 300 $ – (2) 11,916 $ 298 6,000 $ 12,000 12,000 12,000 – – – – – – – 150 $ 300 300 300 – – – – – – – 1.18 1.38 1.23 .71 .41 – – – – – – – $ 2,663 $ 2,050 $ 1,050 1,276,260 $ 59,675 6,445 (1,120) 7,300 2,937 153 (6) 1,280,890 $ – 7,215 (11,845) 7,196 – 170 (66) 1,293,502 $ – 5,617 (18,229) 7,170 – 127 (101) 1,341,260 $ 10,384 $ 2.00 1,276,260 $ 7,300 $ 1.82 1,280,890 $ 7,196 $ 1.44 (249) $ 1,060 (1,071) (260) $ (2,444) $ 1,269 (1,083) (2,258) $ (6) 23 (22) (5) (101) 51 (54) (104) (94) $ 1,345 (1,500) (249) $ (5,486) $ 4,756 (1,714) (2,444) $ (2) 33 (37) (6) (180) 175 (96) (101) (91) $ 2,082 (2,085) (94) $ (7,053) $ 5,097 (3,530) (5,486) $ (2) 51 (51) (2) (216) 193 (157) (180) (1) (2) On August 22, 2008, we redeemed Non-cumulative First Preferred Shares Series N at a redemption price equal to the carrying value. On November 24, 2006, we redeemed Non-cumulative First Preferred Shares Series O. The excess of the redemption price over carrying value of $3 million was charged to retained earnings in preferred share dividends. On January 31, 2005, we issued 12 million Non-cumulative First Preferred Shares Series W at $25 per share. (3) On April 4, 2006, we issued 12 million Non-cumulative First Preferred Shares Series AA at $25 per share. (4) On July 20, 2006, we issued 12 million Non-cumulative First Preferred Shares Series AB at $25 per share. (5) On November 1, 2006, we issued 8 million Non-cumulative First Preferred Shares Series AC at $25 per share. (6) On December 13, 2006, we issued 10 million Non-cumulative First Preferred Shares Series AD at $25 per share. (7) On January 19, 2007, we issued 10 million Non-cumulative First Preferred Shares Series AE at $25 per share. (8) (9) On March 14, 2007, we issued 8 million Non-cumulative First Preferred Shares Series AF at $25 per share. (10) On April 26, 2007, we issued 10 million Non-cumulative First Preferred Shares Series AG at $25 per share. (11) On April 29, 2008, we issued 8.5 million Non-cumulative First Preferred Shares Series AH at $25 per share. (12) On September 16, 2008, we issued 16 million Non-cumulative 5-Year Rate Reset First Preferred Shares Series AJ at $25 per share. (13) Includes fair value adjustments to stock options of $5 million (2007 – $2 million), the exercise of stock options from tandem stock appreciation rights (SARs) awards, resulting in a reversal of the accrued liability, net of related income taxes, of $4 million (2007 – $10 million), and from renounced tandem SARs, net of related income taxes, of $4 million (2007 – $6 million). (14) The 6.75 million exchangeable shares of a wholly owned subsidiary of RBC issued for the acquisition of PH&N are not included in this table. Refer to Note 11. 162 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Terms of preferred share liabilities and preferred shares Preferred shares First preferred Non-cumulative Series W Non-cumulative Series AA Non-cumulative Series AB Non-cumulative Series AC Non-cumulative Series AD Non-cumulative Series AE Non-cumulative Series AF Non-cumulative Series AG Non-cumulative Series AH Non-cumulative Series AJ Dividend per share (1) Redemption date (2) Redemption price (2), (3) At the option of the bank (2), (4) At the option of the holder Conversion date (5) $ .306250 .278125 .293750 .287500 .281250 .281250 .278125 .281250 .353125 .312500 February 24, 2010 May 24, 2011 August 24, 2011 November 24, 2011 February 24, 2012 February 24, 2012 May 24, 2012 May 24, 2012 May 24, 2013 February 24, 2014 $ 26.00 26.00 26.00 26.00 26.00 26.00 26.00 26.00 26.00 25.00 February 24, 2010 Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible Not convertible (1) Non-cumulative preferential dividends on Series W, AA, AB, AC, AD, AE, AF, AG, AH and AJ are payable quarterly, as and when declared by the Board of Directors, on or about the 24th day of February, May, August and November. (2) The redemption price represents the price as at October 31, 2008 or the contractual redemption price, whichever is applicable. Subject to the consent of OSFI and the requirements of the Act, we may, on or after the dates specified above, redeem First Preferred Shares. These may be redeemed for cash, in the case of Series W, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2010, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after February 24, 2014; and in the case of Series AA, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2011, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after May 24, 2015; and in the case of Series AB, at a price per share of $26, if redeemed dur- ing the 12 months commencing August 24, 2011, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after August 24, 2015; and in the case of Series AC, at a price per share of $26, if redeemed during the 12 months com- mencing November 24, 2011, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after November 24, 2015; and in the case of Series AD, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2012, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after February 24, 2016; and in the case of Series AE, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2012, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after February 24, 2016; and in the case of Series AF, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2012, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after May 24, 2016; and in the case of Series AG, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2012, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after May 24, 2016; and in the case of Series AH, at a price per share of $26, if redeemed dur- ing the 12 months commencing May 24, 2013, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after May 24, 2017; and in the case of Series AJ, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter. (3) Subject to the consent of OSFI and the requirements of the Act, we may purchase the First Preferred Shares Series W, AA, AB, AC, AD, AE, AF, AG, AH and AJ for cancellation at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable. (4) Subject to the approval of the Toronto Stock Exchange, we may, on or after the dates specified above, convert First Preferred Shares Series W into our common shares. First Preferred Shares may be converted into that number of common shares determined by dividing the then-applicable redemption price by the greater of $2.50 and 95% of the weighted average trading price of common shares at such time. (5) The conversion date refers to the date of conversion to common shares. Restrictions on the payment of dividends We are prohibited by the Act from declaring any dividends on our preferred or common shares when we are, or would be placed as a result of the declaration, in contravention of the capital adequacy and liquidity regulations or any regulatory directives issued under the Act. We may not pay dividends on our common shares at any time unless all dividends to which preferred shareholders are then entitled have been declared and paid or set apart for payment. We have agreed that if Trust or Trust II fail to pay any required distribution on the trust capital securities in full, we will not declare dividends of any kind on any of our preferred or common shares. Refer to Note 17. Currently, these limitations do not restrict the payment of divi- dends on our preferred or common shares. (i) interest will accrue on these notes but will not compound; (ii) we may not declare or pay dividends (except by way of stock dividend) on, or redeem or repurchase, any of our preferred or common shares; and (iii) we may not make any payment of interest, principal or premium on any debt securities or indebtedness for borrowed money issued or incurred by us that rank subordinate to these notes. Dividend reinvestment plan Our dividend reinvestment plan (plan) provides registered common shareholders with a means to automatically reinvest the cash divi- dends paid on their common shares in additional common shares. The plan is only open to registered shareholders residing in Canada or the United States. Management has the flexibility to fund the plan through open We have also agreed that if, on any day we report financial results market share purchases or treasury issuances. for a quarter, (i) we report a cumulative consolidated net loss for the immediately preceding four quarters; and (ii) during the immediately preceding quarter we fail to declare any cash dividends on all of our outstanding preferred and common shares, we may defer payments of interest on the Series 2014-1 Reset Subordinated Notes (matures on June 18, 2103). During any period while interest is being deferred, Shares available for future issuances As at October 31, 2008, 26.8 million common shares are available for future issue relating to our dividend investment plan and potential exercise of stock options outstanding. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 163 Note 18 Preferred share liabilities and share capital (continued) Others We announced on October 23, 2008, our intention to issue 8 million Non-cumulative 5-Year Rate Reset First Preferred Shares Series AL at $25 per share, for total proceeds of $200 million. This issuance was completed on November 3, 2008 for a total of 12 million shares and proceeds of $300 million, including underwriters’ options that were exercised. We also announced on October 30, 2008, that the Toronto Stock Exchange has approved RBC to repurchase up to 20 million common shares. Subject to consultation with OSFI, purchases under the Normal Course Issuer Bid (NCIB) may commence on November 1, 2008 and will terminate on October 31, 2009. Normal Course Issuer Bid Details of common shares repurchased under NCIBs during 2008, 2007 and 2006 are given below. NCIB period 2008 2007 Number of shares eligible for repurchase (000s) Number of shares repurchased (000s) Average cost per share Number of shares eligible for repurchase (000s) Amount Number of shares repurchased (000s) Average cost per share Amount November 1, 2007 – October 31, 2008 November 1, 2006 – October 31, 2007 20,000 – 1,120 – $ 49.50 – $ 55 – – 40,000 – 11,845 – 54.59 $ $ – 646 NCIB period June 26, 2006 – October 31, 2006 June 24, 2005 – June 23, 2006 Pre-stock dividend Post-stock dividend Total 2006 Number of shares eligible for repurchase (000s) Number of shares repurchased (000s) Average cost per share Number of shares repurchased (000s) Average cost per share Amount Amount 7,000 10,000 – 4,387 $ – 90.48 4,387 $ 90.48 $ $ – 397 397 6,595 2,859 $ 47.12 47.52 9,454 $ 47.24 $ $ 311 136 447 $ $ 311 533 844 Note 19 Non-controlling interest in subsidiaries RBC Trust Capital Securities (RBC TruCS) – Series 2015 – Series 2008-1 Consolidated VIEs Others $ $ 2008 1,220 511 205 435 2007 1,214 – 188 81 $ 2,371 $ 1,483 We consolidate VIEs in which we are the Primary Beneficiary. These VIEs include structured finance VIEs, investment funds, credit invest- ment product VIEs and compensation vehicles as described in Note 6. We issued RBC TruCS Series 2015 in 2005 and Series 2008-1 in 2008 which are reported as Non-controlling interest in subsidiaries upon consolidation as discussed in Note 17. As at October 31, 2008, $20 million (2007 – $20 million) of accrued interest was included in RBC TruCS Series 2015. The 2007 amount is net of $6 million of treasury holdings. Series 2008-1 includes $11 million of accrued interest. Note 20 Pensions and other post-employment benefits We offer a number of defined benefit and defined contribution plans, which provide pension and post-employment benefits to eligible employees. Our defined benefit pension plans provide benefits based on years of service, contributions and average earnings at retirement. Our other post-employment benefit plans include health, dental, disability and life insurance coverage. We fund our registered defined benefit pension plans in accordance with actuarially determined amounts required to satisfy employee benefit obligations under current pension regulations. For our principal pension plans, the most recent actuarial valuation performed for funding purposes was completed on January 1, 2008. The next actuarial valuation for funding purposes will be completed on January 1, 2009. For 2008, total contributions to our pension and other post- employment benefit plans were $285 million and $43 million (2007 – $208 million and $57 million), respectively. For 2009, total contributions to pension plans and other post-employment benefit plans are expected to be approximately $475 million and $44 million, respectively. For financial reporting purposes, we measure our benefit obligations and pension plan assets as at September 30 each year. 164 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements The following tables present financial information related to all of our material pension and other post-employment plans worldwide, including executive retirement arrangements. Plan assets, benefit obligation and funded status Change in fair value of plan assets Opening fair value of plan assets Actual return on plan assets Company contributions Plan participant contributions Benefits paid Business acquisitions Other Change in foreign currency exchange rate Closing fair value of plan assets Change in benefit obligation Opening benefit obligation Service cost Interest cost Plan participant contributions Actuarial (gain) loss Benefits paid Plan amendments and curtailments Business acquisitions Other Change in foreign currency exchange rate Closing benefit obligation Funded status Excess of benefit obligation over plan assets Unrecognized net actuarial loss Unrecognized transitional (asset) obligation Unrecognized prior service cost Contributions between September 30 and October 31 Prepaid asset (accrued liability) as at October 31 Amounts recognized in our Consolidated Balance Sheets consist of: Other assets Other liabilities Net amount recognized as at October 31 Weighted average assumptions to calculate benefit obligation Discount rate Rate of increase in future compensation $ $ $ $ $ $ $ $ Pension plans (1) 2008 2007 Other post-employment plans (2) 2007 2008 6,784 (877) 191 29 (343) 7 – 35 5,826 6,846 174 389 29 (932) (343) (12) 12 – 51 6,214 (388) 769 (8) 62 14 449 551 (102) 449 $ – $ $ $ $ $ $ $ 6,407 638 146 25 (333) (34) (65) 6,784 6,838 178 362 25 (115) (333) (9) 5 (27) (78) 6,846 (62) 488 (10) 95 2 513 590 (77) 513 $ $ $ $ $ $ $ $ 6.70% 3.30% 5.60% 3.30% $ 4 5 – – – $ $ 7 5 3 – – – $ $ 1 5 $ $ $ 52 (4) 45 6 (58) – – – 41 1,504 16 83 6 (264) (58) – 11 – 17 1,315 (1,274) 272 1 (283) 3 (1,281) – (1,281) (1,281) 6.72% 3.30% 41 56 (54) 52 1,468 19 5 (54) (12) 1,504 (1,452) 564 (307) (1,189) – (1,189) (1,189) 5.62% 3.30% (1) (2) For pension plans with funding deficits, the benefit obligations and fair values of plan assets totalled $5,359 million (2007 – $5,850 million) and $4,917 million (2007 – $5,687 million), respectively. For our other post-employment plans, the assumed healthcare cost trend rates for the next year used to measure the expected cost of benefits covered by the post-employment health and life plans were 6.2% for medical decreasing to an ultimate rate of 4.1% in 2017 and 4.5% for dental. The following table presents our estimates of the benefit payments for defined benefit pension and other post-employment plans. Benefits payment projection 2009 2010 2011 2012 2013 2014–2018 Other post-employment plans Pension plans $ $ 370 371 378 387 399 2,247 66 70 74 78 82 472 Composition of defined benefit pension plan assets The defined benefit pension plan assets are primarily composed of equity and fixed income securities. The equity securities include 0.4 million (2007 – 1.5 million) of our common shares having a fair value of $20 million (2007 – $84 million). Dividends amounting to $1.8 million (2007 – $2.6 million) were received on our common shares held in the plan assets during the year. The following table presents the allocation of the plan assets by securities category. Asset category Equity securities Debt securities Other Total Actual 2008 51% 45% 4% 100% 2007 60% 40% – 100% Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 165 Note 20 Pensions and other post-employment benefits (continued) Investment policy and strategies Pension plan assets are invested prudently over the long term in order to meet pension obligations at a reasonable cost. The asset mix policy takes into consideration a number of factors including the following: (i) investment characteristics including expected returns, volatilities and correlations between plan assets and plan liabilities; (ii) the plan’s tolerance for risk, which dictates the trade-off between increased short-term volatility and enhanced long-term expected returns; (iii) diversification of plan assets to minimize the risk of large losses; (iv) the liquidity of the portfolio relative to the anticipated cash flow requirements of the plan; and (v) actuarial factors such as membership demographics and future salary growth rates. Pension and other post-employment benefit expense The following tables present the composition of our pension benefit and other post-employment benefit expense. Pension benefit expense Service cost Interest cost Expected return on plan assets Amortization of transitional asset Amortization of prior service cost Amortization of actuarial loss (gain) Other Defined benefit pension expense Defined contribution pension expense Pension benefit expense Weighted average assumptions to calculate pension benefit expense Discount rate Assumed long-term rate of return on plan assets Rate of increase in future compensation Other post-employment benefit expense Service cost Interest cost Expected return on plan assets Amortization of transitional obligation Amortization of actuarial loss (gain) Amortization of prior service cost Curtailment gain Other post-employment benefit expense Weighted average assumptions to calculate other post-employment benefit expense Discount rate Rate of increase in future compensation Significant assumptions Our methodologies to determine significant assumptions used in calculating the defined benefit pension and other post-employment expense are as follows: Overall expected long-term rate of return on assets The assumed expected rate of return on assets is determined by considering long-term expected returns on government bonds and a reasonable assumption for an equity risk premium. The expected long- term return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. This resulted in the selection of an assumed expected rate of return of 7.25% for 2009 (7.00% for 2005 to 2008). $ $ $ $ 2008 2007 2006 174 389 (438) (2) 22 103 – 248 82 330 $ $ $ 178 362 (411) (2) 29 129 7 292 74 366 $ $ $ 173 345 (364) (2) 32 138 3 325 65 390 5.60% 7.00% 3.30% 5.25% 7.00% 3.30% 5.25% 7.00% 3.30% 2008 2007 2006 $ 16 83 (3) – 29 (23) – $ 19 75 (3) – 36 (23) – 26 77 (2) 3 31 (20) (8) $ 102 $ 104 $ 107 5.62% 3.30% 5.26% 3.30% 5.41% 3.30% Discount rate For the Canadian and U.S. pension and other post-employment plans, all future expected benefit payment cash flows at each measurement date are discounted at spot rates developed from a yield curve of AA corporate debt securities. It is assumed that spot rates beyond 30 years are equivalent to the 30-year spot rate. The discount rate is selected as the equivalent level rate that would produce the same discounted value as that determined by using the applicable spot rates. This methodology does not rely on assumptions regarding reinvestment rates. 166 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Sensitivity analysis The following table presents the sensitivity analysis of certain key assumptions on defined benefit pension and post-employment obligation and expense. 2008 Sensitivity of key assumptions Pension Impact of .25% change in discount rate assumption Impact of .25% change in rate of increase in future compensation assumption Impact of .25% change in the long-term rate of return on plan assets assumption Other post-employment Impact of .25% change in discount rate assumption Impact of .25% change in rate of increase in future compensation assumption Impact of 1.00% increase in healthcare cost trend rates Impact of 1.00% decrease in healthcare cost trend rates Change in obligation Change in expense $ 197 18 – $ 25 3 16 Change in obligation Change in expense $ 42 – 120 (100) $ 9 – 10 (8) Reconciliation of defined benefit expense recognized with defined benefit expense incurred The cost of pension and other post-employment benefits earned by employees is actuarially determined using the projected benefit method pro-rated on services. The cost is computed using the discount rate determined in accordance with the methodology described in significant assumptions, and is based on management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and costs of health, dental, disability and life insurance. Actuarial gains or losses arise over time due to differences in actual experience compared to actuarial assumptions. Prior service costs arise as a result of plan amendments. Adoption of CICA Handbook Section 3461, Employee Future Benefits, resulted in recog- nition of a transitional asset and obligation at the date of adoption. The actuarial gains or losses, prior service costs and transitional asset or obligation are amortized over the expected average remaining service lifetime of active members expected to receive benefits under the plan. The following tables show the impact on our annual benefit expense if we had recognized all costs and expenses as they arose. Defined benefit pension expense incurred Defined benefit pension expense recognized Difference between expected and actual return on plan assets Difference between actuarial losses (gains) amortized and actuarial losses (gains) arising Difference between prior service costs amortized and prior service costs arising Amortization of transitional asset $ $ 2008 248 1,315 (1,035) (34) 2 Defined benefit pension expense incurred $ 496 $ (217) $ 2007 2006 $ 292 (227) (246) (38) 2 325 (81) (100) (2) 2 144 Other post-employment benefit expense incurred Other post-employment benefit expense recognized Difference between expected and actual return on plan assets Difference between actuarial losses (gains) amortized and actuarial losses (gains) arising Difference between prior service costs amortized and prior service costs arising Amortization of transitional obligation Other post-employment benefit expense incurred Note 21 Stock-based compensation We offer stock-based compensation to certain key employees and to our non-employee directors. We use derivatives and compensation trusts to manage our economic exposure to volatility in the price of our common shares under many of these plans. The stock-based compen- sation amounts recorded in Non-interest expense – Human resources in our Consolidated Statements of Income are net of the impact of these derivatives. Stock option plans We have stock option plans for certain key employees and for non- employee directors. On November 19, 2002, the Board of Directors discontinued all further grants of options under the non-employee directors plan. Under the employee stock option plan, options are periodically granted to purchase common shares. The exercise price for each grant is determined as the higher of the volume-weighted average of the trading prices per board lot (100 shares) of our common shares on the Toronto Stock Exchange (i) on the day preceding the day of grant; and (ii) the five consecutive trading days immediately preced- ing the day of grant. Stock options are normally granted at the end of the year, with the exercise price determined at least five business days after the release of the year-end financial results. The options vest over a four-year period for employees and are exercisable for a period not exceeding 10 years from the grant date. 2008 2007 2006 $ $ 102 8 (293) 24 – $ 104 (1) (33) 23 – $ (159) $ 93 $ 107 (1) 7 (485) (3) (375) For options issued prior to November 1, 2002, that were not accompanied by tandem SARs, no compensation expense was recognized as the option’s exercise price was not less than the market price of the underlying stock on the day of grant. When the options are exercised, the proceeds received are credited to common shares. Between November 29, 1999 and June 5, 2001, grants of options under the employee stock option plan were accompanied by tandem SARs. With tandem SARs, participants could choose to exercise a SAR instead of the corresponding option. In such cases, the participants received a cash payment equal to the difference between the closing price of common shares on the day immediately preceding the day of exercise and the exercise price of the option. During the last quarter of 2002 and first quarter of 2003, certain executive participants volun- tarily renounced their SARs while retaining the corresponding options. SARs obligations are now fully vested and give rise to compensation expense as a result of changes in the market price of our common shares. These grants, which are accompanied by tandem SARs, resulted in a compensation gain of $21 million for the year ended October 31, 2008 (2007 – $19 million expense; 2006 – $27 million expense). Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 167 Note 21 Stock-based compensation (continued) A summary of our stock option activity and related information Outstanding at beginning of year Granted Exercised – Common shares (1), (2) – SARs Cancelled Outstanding at end of year Exercisable at end of year Available for grant 2008 2007 2006 Number of options (000s) Weighted average exercise price Number of options (000s) Weighted average exercise price Number of options (000s) Weighted average exercise price 26,623 2,020 (6,445) (148) (277) 21,773 17,247 19,925 $ $ $ 27.71 52.87 21.72 19.30 48.36 31.66 26.92 32,243 1,835 (7,215) (204) (36) 26,623 21,924 21,527 $ $ $ 24.66 55.06 21.10 21.50 36.42 27.71 24.17 36,481 1,756 (5,617) (143) (234) 32,243 26,918 23,121 $ $ $ 23.15 44.13 20.40 21.60 24.36 24.66 22.57 (1) (2) Cash received for options exercised during the year was $140 million (2007 – $152 million; 2006 – $115 million). New shares were issued for all options exercised in 2008, 2007 and 2006. Refer to Note 18. Options outstanding and options exercisable as at October 31, 2008 by range of exercise price $10.80 – $11.35 (1) $15.00 – $19.51 $21.79 – $25.00 $26.10 – $31.70 $44.13 – $57.90 Total Options outstanding Options exercisable Number outstanding (000s) Weighted average exercise price Weighted average remaining contractual life $ 219 2,398 7,709 6,144 5,303 11.24 16.71 24.58 30.50 50.88 21,773 $ 31.66 1.1 1.0 2.5 4.8 8.1 4.3 Number exercisable (000s) Weighted average exercise price $ 219 2,398 7,709 5,669 1,252 11.24 16.71 24.58 30.40 47.92 17,247 $ 26.92 (1) The weighted average exercise prices have been revised to reflect the conversion of foreign currency-denominated options at the exchange rate as at our Consolidated Balance Sheet date. Fair value method CICA 3870 requires recognition of an expense for option awards using the fair value method of accounting. Under this method, the fair value of an award at the grant date is amortized over the applicable vesting period and recognized as compensation expense. We adopted the fair value method of accounting prospectively for new awards granted after November 1, 2002. The fair value compensation expense recorded for the year ended October 31, 2008, in respect of these plans was $12 million (2007 – $13 million; 2006 – $13 million). The compensation expenses related to non-vested awards were $11 million at October 31, 2008 (2007 – $14 million; 2006 – $13 million), to be recognized over the weighted average period of 2.0 years (2007 – 2.2 years; 2006 – 2.0 years). CICA 3870 permits the use of other recognition methods, includ- ing the intrinsic value method, provided pro forma disclosures of net income and earnings per share calculated in accordance with the fair value method are presented. During the first quarter of 2006, all awards granted prior to adopting the fair value method of accounting were fully vested and their fair values at the grant dates had been fully amortized; therefore, there are no pro forma results to disclose for the year ended October 31, 2008, 2007 and 2006. The weighted average fair value of options granted during 2008 was estimated at $6.57 (2007 – $7.84; 2006 – $6.80) using an option pricing model on the date of grant. The following assumptions were used: For the year ended October 31 2008 2007 2006 Weighted average assumptions Risk-free interest rate Expected dividend yield Expected share price volatility Expected life of option 3.93% 3.27% 14% 6 years 3.82% 3.06% 16% 6 years 3.98% 3.16% 17% 6 years Employee savings and share ownership plans We offer many employees an opportunity to own our common shares through savings and share ownership plans. Under these plans, the employees can generally contribute between 1% and 10% of their annual salary or benefit base for commissioned employees. For each contribution between 1% and 6%, we will match 50% of the employee contributions in our common shares. For the RBC Dominion Securities Savings Plan, our maximum annual contribution is $4,500 per employee. For the RBC U.K. Share Incentive Plan, our maximum annual contribution is £1,500 per employee. In 2008, we contributed $68 million (2007 – $64 million; 2006 – $60 million), under the terms of these plans, towards the purchase of our common shares. As at October 31, 2008, an aggregate of 34.1 million common shares were held under these plans. Deferred share and other plans We offer deferred share unit plans to executives, non-employee direc- tors and to certain key employees. Under these plans, the executives or directors may choose to receive all or a percentage of their annual variable short-term incentive bonus or directors’ fee in the form of deferred share units (DSUs). The executives or directors must elect to participate in the plan prior to the beginning of the year. DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends on common shares. The participant is not allowed to convert the DSUs until retirement, permanent disability or termination of employment/directorship. The cash value of the DSUs is equivalent to the market value of common shares when conversion takes place. The value of the DSUs liability as at October 31, 2008, was $200 million (2007 – $285 million; 2006 – $232 million). The share price fluctuations and dividend equivalents compensation gain recorded for the year ended October 31, 2008, in respect of these plans was $37 million (2007 – $37 million expense; 2006 – $45 million expense). 168 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements We have a deferred bonus plan for certain key employees within Capital Markets. Under this plan, a percentage of each employee’s annual incentive bonus is deferred and accumulates dividend equiva- lents at the same rate as dividends on common shares. The employee will receive the deferred bonus in equal amounts paid within 90 days of the three following year-end dates. The value of the deferred bonus paid will be equivalent to the original deferred bonus adjusted for dividends and changes in the market value of common shares at the time the bonus is paid. The value of the deferred bonus liability as at October 31, 2008, was $473 million (2007 – $490 million; 2006 – $401 million). The share price fluctuations and dividend equivalents compensation gain for the year ended October 31, 2008, in respect of this plan was $75 million (2007 – $62 million expense; 2006 – $51 million expense). We offer performance deferred share award plans to certain key employees, all of which vest at the end of three years. Awards under the plans are deferred in the form of common shares which are held in trust until they fully vest or in the form of DSUs. A portion of the award under some plans can be increased or decreased up to 50%, depending on our total shareholder return compared to a defined peer group of North American financial institutions. The value of the award paid will be equivalent to the original award adjusted for dividends and changes in the market value of common shares at the time the award vests. The number of our common shares held in trust as at October 31, 2008, was 2.0 million (2007 –2.3 million; 2006 – 5.3 million). The value of the DSUs liability as at October 31, 2008 was $164 million (2007 – $250 million; 2006 – $153 million). The com- pensation expense recorded for the year ended October 31, 2008, in respect of these plans was $96 million (2007 – $168 million; 2006 – $148 million). We maintain a non-qualified deferred compensation plan for key employees in the United States under an arrangement called the RBC U.S. Wealth Accumulation Plan. This plan allows eligible employees to make deferrals of a portion of their annual income and allocate the deferrals among various fund choices, which include a share unit fund that tracks the value of our common shares. Certain deferrals may also be eligible for matching contributions, all of which are allocated to the RBC share unit fund. Our liability for the RBC share units held under the plan as at October 31, 2008, was $244 million (2007 – $285 million; 2006 – $289 million). The compensation gain recorded for the year ended October 31, 2008, was $123 million (2007 – $157 million expense; 2006 – $110 million expense). For other stock-based plans, compensation expense of $5 million was recognized for the year ended October 31, 2008 (2007 – $9 million; 2006 – $10 million). The liability for the share units held under these plans as at October 31, 2008, was $35 million (2007 – $21 million; 2006 – $4 million). The number of our common shares held under these plans was .2 million (2007 – .3 million; 2006 – .3 million). Note 22 Revenue from trading and selected non-trading financial instruments Held-for-trading financial instruments Total Trading revenue includes both trading-related net interest income and trading revenue reported in Non-interest income. Net interest income arises from interest income and dividends recognized on trading assets and liabilities. Non-interest income includes a $210 million decrease in the fair values of our net financial assets classified as held-for-trading for the year ended October 31, 2008 (2007 – increased by $1,912 million). Net interest income (expense) Non-interest (expense) income Total By product line Interest rate and credit Equities Foreign exchange and commodities (1) Total (1) Include precious metals. Financial instruments designated as held-for-trading During the year, net gains or losses representing net changes in the fair value of financial assets and financial liabilities designated as held-for-trading decreased by $341 million (2007 – increased by $80 million). $ $ $ 2008 998 (408) 2007 $ (220) $ 1,999 2006 (539) 2,574 590 $ 1,779 $ 2,035 (259) $ 265 584 $ 640 784 355 1,174 561 300 $ 590 $ 1,779 $ 2,035 Financial instruments measured at amortized cost The following were recognized in Non-interest income during the year ended October 31, 2008: • Net fee income of $3,183 million, which does not form an integral part of the effective interest rate of financial assets and liabilities other than held-for-trading (2007 – $2,617 million). Net fee income of $5,405 million arising from trust and other fiduciary activities (2007 – $5,779 million). Net gains and losses of $nil arising from financial instruments measured at amortized cost (2007 – $nil). • • Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 169 Note 23 Income taxes Income taxes (recoveries) in Consolidated Statements of Income Continuing operations Current Canada – Federal – Provincial International Future Canada – Federal – Provincial International Subtotal Discontinued operations Current International Future International Subtotal Income taxes (recoveries) in Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity Continuing operations Other comprehensive income (1) Net unrealized losses on available-for-sale securities Reclassification of losses on available-for-sale securities to income Net foreign currency translation (losses) gains, net of hedging activities Net unrealized (losses) gains on derivatives designated as cash flow hedges Reclassification to income of losses on derivatives designated as cash flow hedges Issuance costs Stock appreciation rights Other Subtotal Total income (recoveries) taxes 2008 2007 2006 $ 1,350 664 85 2,099 (533) (211) 14 (730) $ $ 696 416 322 506 331 435 1,434 1,272 14 3 (59) (42) 104 31 (4) 131 1,369 1,392 1,403 – – – – (20) 2 1,369 1,392 1,385 (778) 201 (1,361) (304) 23 (6) 2 (2) (2,225) (26) 15 911 43 16 (12) 5 (6) 946 n.a. n.a. 130 n.a. n.a. (4) 4 6 136 $ (856) $ 2,338 $ 1,521 (1) OCI was introduced upon the adoption of Section 1530 on November 1, 2006; accordingly, there are no comparative figures for 2006, other than the figures related to foreign currency translation gains (losses), which are now included as part of OCI. n.a. not applicable Sources of future income taxes Future income tax asset Allowance for credit losses Deferred compensation Pension related Business realignment charges Tax loss carryforwards Deferred income Enron-related litigation provision Other comprehensvie income Other Valuation allowance Future income tax liability Premises and equipment Deferred expense Intangibles Other Net future income tax asset 170 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements $ 2008 2007 $ 719 721 189 6 106 31 27 234 708 2,741 (78) 2,663 (240) (64) (185) (468) (957) 460 642 188 10 91 50 204 47 369 2,061 (10) 2,051 (245) (138) (25) (392) (800) $ 1,706 $ 1,251 Net future income tax assets are included in Other assets (refer We believe that, based on all available evidence, it is more likely to Note 12) and result from temporary differences between the tax basis of assets and liabilities and their carrying amounts on our Consolidated Balance Sheets. Included in the tax loss carryforwards amount is $106 million of future income tax assets related to losses in our Canadian, Japanese and U.S. operations (2007 – $91 million) which will expire starting in 2009. than not that all of the future income tax assets, net of the valuation allowance, will be realized through a combination of future reversals of temporary differences and taxable income. Reconciliation to statutory tax rate Income taxes at Canadian statutory tax rate (Decrease) increase in income taxes resulting from Lower average tax rate applicable to subsidiaries Tax-exempt income from securities Tax rate change Other Income taxes reported in Consolidated Statements of Income before discontinued operations and effective tax rate 2008 2007 2006 $ 1,952 32.5% $ 2,431 34.6% $ 2,152 34.7% (450) (326) 51 142 (7.5) (5.4) .8 2.4 (734) (272) 30 (63) (10.4) (3.9) .4 (.9) (599) (184) 13 21 (9.6) (3.0) .2 .3 $ 1,369 22.8% $ 1,392 19.8% $ 1,403 22.6% International earnings of certain subsidiaries would be taxed only upon their repatriation to Canada. We have not recognized a future income tax liability for these undistributed earnings as we do not currently expect them to be repatriated. Taxes that would be payable if all foreign subsidiaries’ accumulated unremitted earnings were repatriated are estimated at $920 million as at October 31, 2008 (2007 – $843 million; 2006 – $822 million). Note 24 Earnings per share Basic earnings per share Net income from continuing operations Net loss from discontinued operations (1) Net income Preferred share dividends Net gain on redemption of preferred shares Net income available to common shareholders Average number of common shares (in thousands) Basic earnings (loss) per share Continuing operations Discontinued operations Total Diluted earnings per share Net income available to common shareholders Average number of common shares (in thousands) Stock options (2) Issuable under other stock-based compensation plans Exchangeable shares (3) Average number of diluted common shares (in thousands) Diluted earnings (loss) per share Continuing operations Discontinued operations Total 2008 2007 2006 $ $ $ 4,555 – 4,555 (101) – 5,492 – 5,492 (88) – 4,757 (29) 4,728 (60) – $ 4,454 $ 5,404 $ 4,668 1,305,706 1,273,185 1,279,956 $ $ $ $ 3.41 – $ 4.24 – 3.67 (0.02) 3.41 $ 4.24 $ 3.65 4,454 $ 5,404 $ 4,668 1,305,706 8,497 2,148 3,393 1,273,185 13,254 2,875 – 1,279,956 14,573 5,256 – 1,319,744 1,289,314 1,299,785 $ $ $ 3.38 – $ 4.19 – 3.61 (0.02) 3.38 $ 4.19 $ 3.59 (1) (2) (3) The net loss for 2006 is related to RBC Mortgage Company which was disposed of in 2005. The dilutive effect of stock options was calculated using the treasury stock method. For 2008, we excluded from the calculation of diluted earnings per share 3,541,989 average options outstanding with an exercise price of $53.99 as the exercise price of these options was greater than the average market price of our common shares. For 2007, we excluded from the calculation of diluted earnings per share 16,224 average options outstanding with an exercise price of $57.90 as the exercise price of these options was greater than the average market price of our common shares. During 2006, no options were outstanding with an exercise price exceeding the average market price of our common shares. Exchangeable shares were issued for the acquisition of PH&N. Refer to Note 11. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 171 Note 25 Guarantees, commitments and contingencies Guarantees In the normal course of our business, we enter into numerous agree- ments that may contain features that meet the definition of a guarantee pursuant to AcG-14, Disclosure of Guarantees. AcG-14 defines a guarantee to be a contract (including an indemnity) that contingently requires us to make payments (in cash, other assets, our own shares or provision of services) to a third party based on: (i) changes in an underlying interest rate, foreign exchange rate, equity or commodity instrument, index or other variable, that is related to an asset, a liability or an equity security of the counterparty; (ii) failure of another party to perform under an obligating agreement; or (iii) failure of another third party to pay its indebtedness when due. Effective November 1, 2006, a liability is now recognized on our Consolidated Balance Sheets at the inception of a guarantee for the fair value of the obligation undertaken in issuing the guarantee. No subsequent remeasurement at fair value is required unless the financial guarantee qualifies as a derivative. If the financial guarantee meets the definition of a derivative, it is remeasured at fair value at each balance sheet date and reported as a derivative in Other assets or Other liabilities as appropriate. As the carrying value of these financial guarantees is not indica- tive of the maximum potential amount of future payments, we continue to consider financial guarantees as off-balance sheet credit instru- ments. The maximum potential amount of future payments represents the maximum risk of loss if there was a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions, insurance policies or from collateral held or pledged. The table below summarizes significant guarantees we have provided to third parties. Credit derivatives and written put options (1) Backstop liquidity facilities (2) Stable value products (3) Financial standby letters of credit and performance guarantees (4) Credit enhancements Mortgage loans sold with recourse 2008 2007 Maximum potential amount of future payments $ $ 43,700 40,892 24,876 22,185 4,873 210 Maximum potential amount of future payments Carrying amount 5,742 59 – 75 22 – $ 70,242 43,066 17,369 16,661 4,814 230 $ Carrying amount 2,657 41 – 57 30 – (1) (2) (3) (4) The carrying amount is included in Other – Derivatives on our Consolidated Balance Sheets. The notional amount of the contract approximates the maximum potential amount of future payments. Certain RBC-administered multi-seller asset-backed commercial paper conduit programs drew down certain of our backstop liquidity facilities. As at October 31, 2008, these loans totalled US$1,617 million (C$1,947 million) before the allowance for loan losses of US$54 million (C$65 million) and are included in Wholesale Loans – Business on our Consolidated Balance Sheets. The notional amount of the contract approximates the maximum potential amount of future payments. The maximum potential amount of future payments comprise $9.4 billion (October 31, 2007 – $7.0 billion) for bank-owned life insurance policies and $15.4 billion (October 31, 2007 – $10.4 billion) for U.S. Employee Retirement Income Security Act of 1974 (ERISA)-governed pension plans such as 401(k) plans. During the year, we recorded a provision of approximately $149 million in connection with the bank-owned life insurance policies stable value contracts. The provision reflects both the value of the assets in the underlying investment portfolios of the policies and our estimate of the probability of the policyholders surrendering their policies. The carrying amount is included in Other – Other liabilities on our Consolidated Balance Sheets. Includes $1.4 billion maximum potential amount of future payments related to the ARS TOB programs and represents the higher of the notional amounts of the letters of credit and the liquidity facilities. In addition to the above guarantees, we transact substantially all of our securities lending activities in which we act as an agent for the owners of securities through our joint venture, RBC Dexia IS. As at October 31, 2008, RBC Dexia IS securities lending indemnifications totalled $45,723 million (2007 – $63,462 million); we are exposed to 50% of this amount. Credit derivatives and written put options Our clients may enter into credit derivatives or written put options for speculative or hedging purposes. AcG-14 defines a guarantee to include derivative contracts that contingently require us to make pay- ments to a guaranteed party based on changes in an underlying that is related to an asset, a liability or an equity security of a guaranteed party. We have disclosed only amounts for transactions where it would be probable, based on the information available to us, that the client would use the credit derivative or written put option to protect against changes in an underlying that is related to an asset, a liability or an equity security held by the client. We enter into written credit derivatives that are over-the-counter contractual agreements to compensate another party for its financial loss following the occurrence of a credit event in relation to a specified reference obligation, such as a bond or loan. The terms of these credit derivatives vary based on the contract and can range up to 41 years. at a predetermined price. Written put options that typically qualify as guarantees include foreign exchange contracts, equity-based contracts and certain commodity-based contracts. The term of these options varies based on the contract and can range up to six years. Collateral we hold for credit derivatives and written put options is managed on a portfolio basis and may include cash, government T-bills and bonds. Backstop liquidity facilities Backstop liquidity facilities are provided to asset-backed commercial paper conduit programs (programs) administered by us and third parties, as an alternative source of financing in the event that such programs are unable to access commercial paper markets, or in limited circumstances, when predetermined performance measures of the financial assets owned by these programs are not met. We generally provide liquidity facilities for a term of one to three years. Backstop liquidity facilities are also provided to non-asset- backed programs such as variable rate demand notes issued by third parties. These standby facilities provide liquidity support to the issuer to buy the notes if the issuer is unable to remarket the notes, as long as the instrument and/or the issuer maintains the investment grade rating. We enter into written put options that are contractual agreements The terms of the backstop liquidity facilities do not require us under which we grant the purchaser the right, but not the obligation, to sell, by or at a set date, a specified amount of a financial instrument to advance money to these programs in the event of bankruptcy or to purchase non-performing or defaulted assets. 172 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Stable value products We sell stable value products that offer book value protection primar- ily to plan sponsors of United States Employee Retirement Income Security Act of 1974 (ERISA)-governed pension plans such as 401(k) plans and 457 plans as well as bank-owned life insurance policies. The book value protection is provided on portfolios of intermediate/short- term fixed income securities and is intended to cover any shortfall in the event that plan participants withdraw funds or policyholders surrender their life insurance policies when market value is below book value. We retain the option to exit the contract at any time. For stable value products, collateral we hold is managed on a portfolio basis and may include cash, government T-bills and bonds. Financial standby letters of credit and performance guarantees Financial standby letters of credit and performance guarantees represent irrevocable assurances that we will make payments in the event that a client cannot meet its obligations to third parties. For certain guarantees, the guaranteed party can request payment from us even though the client has not defaulted on its obligations. The term of these guarantees can range up to eight years. Our policy for requiring collateral security with respect to these instruments and the types of collateral security held is generally the same as for loans. When collateral security is taken, it is determined on an account-by- account basis according to the risk of the borrower and the specifics of the transaction. Collateral security may include cash, securities and other assets pledged. Credit enhancements We provide partial credit enhancement to multi-seller programs administered by us to protect commercial paper investors in the event that the collection on the underlying assets, the transaction-specific credit enhancement or the liquidity proves to be insufficient to pay for maturing commercial paper. Each of the asset pools is structured to achieve a high investment-grade credit profile through credit enhancement related to each transaction. The term of these credit facilities is approximately three years. Mortgage loans sold with recourse Through our various agreements with investors, we may be required to repurchase U.S. originated mortgage loans sold to an investor if the loans are uninsured for greater than one year, or refund any premium received where mortgage loans are prepaid or in default within 120 days. The mortgage loans are fully collateralized by residential properties. Securities lending indemnifications We generally transact securities lending transactions through our joint venture, RBC Dexia IS. In these transactions, RBC Dexia IS acts as an agent for the owner of a security, who agrees to lend the security to a borrower for a fee, under the terms of a pre-arranged contract. The borrower must fully collateralize the security loaned at all times. As part of this custodial business, an indemnification may be provided to securities lending customers to ensure that the fair value of securities loaned will be returned in the event that the borrower fails to return the borrowed securities and the collateral held is insufficient to cover the fair value of those securities. These indemnifications normally ter- minate without being drawn upon. The term of these indemnifications varies, as the securities loaned are recallable on demand. Collateral held for our securities lending transactions typically includes cash or securities that are issued or guaranteed by the Canadian government, U.S. government or other OECD countries. Indemnifications In the normal course of our operations, we provide indemnifications which are often standard contractual terms to counterparties in trans- actions such as purchase and sale contracts, service agreements, director/officer contracts and leasing transactions. These indemnifica- tion agreements may require us to compensate the counterparties for costs incurred as a result of changes in laws and regulations (including tax legislation) or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary based on the contract. The nature of the indemnification agreements prevents us from making a reasonable estimate of the maximum poten- tial amount we could be required to pay to counterparties. Historically, we have not made any significant payments under such indemnifications. Other off-balance sheet credit instruments In addition to financial guarantees, we utilize other off-balance sheet credit instruments to meet the financing needs of our clients. The con- tractual amounts of these credit instruments represent the maximum possible credit risk without taking into account the fair value of any collateral, in the event other parties fail to perform their obligations under these instruments. Our credit review process, our policy for requiring collateral security and the types of collateral security held are generally the same as for loans. Many of these instruments expire without being drawn upon. As a result, the contractual amounts may not necessarily represent our actual future credit risk exposure or cash flow requirements. Commitments to extend credit represent unused portions of authorizations to extend credit in the form of loans, bankers’ acceptances or letters of credit. In securities lending transactions, we lend our own or our clients’ securities to a borrower for a fee under the terms of a pre-arranged contract. The borrower must fully collateralize the security loaned at all times. Uncommitted amounts represent an amount for which we retain the option to extend credit to a borrower. Documentary and commercial letters of credit, which are written undertakings by us on behalf of a client authorizing a third party to draw drafts on us up to a stipulated amount under specific terms and conditions, are collateralized by the underlying shipment of goods to which they relate. A note issuance facility represents an underwriting agreement that enables a borrower to issue short-term debt securities. A revolv- ing underwriting facility represents a renewable note issuance facility that can be accessed for a specified period of time. The following table summarizes the contractual amounts of our other off-balance sheet credit instruments: Other off-balance sheet credit instruments Commitments to extend credit (2) Original term to maturity of 1 year or less Original term to maturity of more than 1 year Securities lending Uncommitted amounts (3) Documentary and commercial letters of credit 2008 2007 (1) $ 44,135 60,572 27,547 170,780 558 $ 42,236 54,733 36,187 185,297 501 $ 303,592 $ 318,954 (1) (2) (3) The 2007 comparative information has been revised as a result of implementing Basel II. Includes liquidity facilities. The comparative numbers have been revised to include retail commitments in addition to commercial commitments. Uncommitted amounts include uncommitted liquidity loan facilities of $41.4 billion (2007 – $42.2 billion) provided to RBC-administered multi-seller conduits. As at October 31, 2008, $nil (2007 – $758 million) was drawn upon on these facilities and is included in Loans. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 173 Note 25 Guarantees, commitments and contingencies (continued) Restructuring of non-bank-sponsored asset-backed commercial paper (ABCP) conduits In August 2007, certain non-bank-sponsored ABCP conduits in Canada faced various liquidity issues which ultimately led them to an agreed upon standstill process and discussions toward a longer-term solu- tion. As a result of negotiations amongst various parties, a proposed restructuring of the ABCP conduits under the Companies Creditors Arrangement Act was reviewed by the Ontario Superior Court (Court). One aspect of the restructuring involves a margin funding facility from a group of derivative counterparties, banks and others. We have been actively engaged in discussions related to the restructuring and have indicated our support for this margin funding facility, subject to the approval of the restructuring by the Court and the completion of certain other conditions. Upon the approval of the restructuring and the completion of these conditions, we anticipate that we will account for the margin funding facility as a loan commitment. On June 5, 2008, the Court approved the proposed restructuring of the non-bank-sponsored ABCP conduits but the Court’s decision was appealed to the Ontario Court of Appeal. On August 18, 2008, the Ontario Court of Appeal unanimously upheld the decision of the Court. Certain investors of the non-bank-sponsored ABCP conduits requested the Supreme Court of Canada to hear their arguments on the appeal, but on September 19, 2008, the Supreme Court of Canada turned down their request. While we have been working toward closing the transaction, on November 25, 2008, the Pan-Canadian Investors Committee for the non-bank-sponsored ABCP conduits announced that they will not be in a position to close the transaction by the end of November. We under- stand that the Court has now extended the plan implementation date to December 19, 2008. Pledged assets In the ordinary course of business, we pledge assets with terms and conditions that are usual and customary to our regular lending, borrowing and trading activities recorded on our Consolidated Balance Sheets. The following are examples of our general terms and conditions on pledged assets: • The risks and rewards of the pledged assets reside with the pledgor. The pledged asset is returned to the pledgor when the necessary conditions have been satisfied. The right of the pledgee to sell or repledge the asset is dependent on the specific agreement under which the collateral is pledged. If there is no default, the pledgee must return the comparable asset to the pledgor upon satisfaction of the obligation • • • We are also required to provide intraday pledges to the Bank of Canada when we use the Large Value Transfer System (LVTS), which is a real-time electronic wire transfer system that continuously processes all Canadian dollar large-value or time-critical payments throughout the day. The pledged assets earmarked for LVTS activities are normally released back to us at the end of the settlement cycle each day. Therefore, the pledged securities amount is not included in the table below. For the year ended October 31, 2008, we had on average $3.2 billion (2007 – $3.6 billion) of securities pledged intraday to the Bank of Canada on a daily basis. There are infrequent occasions where we are required to take an overnight advance from the Bank of Canada to cover a settlement requirement, in which case an equivalent value of the pledged assets would be used to secure the advance. There were no overnight advances taken on October 31, 2008 and October 31, 2007. Details of assets pledged against liabilities are shown in the following tables: Pledged assets Cash and due from banks Interest-bearing deposits with banks Loans Securities Assets purchased under reverse repurchase agreements Other assets Assets pledged to: Foreign governments and central banks Clearing systems, payment systems and depositories Assets pledged in relation to: Securities borrowing and lending Obligations related to securities sold under repurchase agreements Derivative transactions Covered bonds Other 2008 2007 $ 2,443 9,960 9,821 45,920 23,362 989 $ 305 3,443 1,733 51,695 39,670 1,052 $ 92,495 $ 97,898 2008 2007 $ 5,706 2,226 $ 1,981 1,772 25,613 30,919 17,664 5,142 5,225 34,801 48,479 7,474 – 3,391 $ 92,495 $ 97,898 Collateral In the ordinary course of business, we enter into collateral agreements with terms and conditions that are usual and customary to our regular lending and borrowing activities recorded on our Consolidated Balance Sheets. The following are examples of our general terms and conditions on collateral assets that we may sell, pledge or repledge: The risks and rewards of the pledged assets reside with • the pledgor. • • • The pledged asset is returned to the pledgor when the necessary conditions have been satisfied. The right of the pledgee to sell or repledge the asset is dependent on the specific agreement under which the collateral is pledged. If there is no default, the pledgee must return the comparable asset to the pledgor upon satisfaction of the obligation. 174 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements As at October 31, 2008, the approximate market value of collat- eral accepted that may be sold or repledged by us was $83.0 billion (2007 – $122.4 billion). This collateral was received in connection with reverse repurchase agreements, securities borrowings and loans, and derivative transactions. Of this amount, $32.6 billion (2007 – $56.5 billion) has been sold or repledged, generally as collateral under repurchase agreements or to cover short sales. Lease commitments Minimum future rental commitments for premises and equipment under long-term non-cancellable operating and capital leases for the next five years and thereafter are as follows: Lease commitments (1), (2) 2009 2010 2011 2012 2013 Thereafter $ 550 478 406 344 289 1,129 $ 3,196 (1) (2) Substantially all of our lease commitments are related to operating leases. The minimum lease payments include an imputed interest of capital leases of $7 million. Repurchase offer of ARS On October 8, 2008, we announced that, as part of an agreement in principle to settle with the U.S. regulators, we will offer to purchase, at par, for a six-month period beginning no later than December 15, 2008, ARS held by U.S. retail brokerage clients that are qualified for the repurchase offer. Qualifying clients who sold eligible ARS below par between February 11, 2008 and October 8, 2008 will be paid the difference between par and the price of the sale. The repurchase offer represents notional amounts of approxi- mately US$850 million (C$1,024 million) as at October 31, 2008. The impact on our 2008 results is US$34.5 million (C$41.6 million) pre-tax which comprised the estimated difference between par value and current valuations and a penalty of US$9.8 million (C$11.8 mil- lion). RBC has agreed to pay to the New York Attorney General’s office and the state securities commissioners associated with the North American Securities Administrators Association. The final financial impact of the repurchase offer will depend on the number of clients who accept the repurchase offer and market conditions at the time they accept. In addition, we will also continue to work with issuers and other interested parties to provide liquidity solutions for institutional inves- tors not covered by the repurchase offer. Litigation Enron Corp. (Enron) litigation A purported class of purchasers of Enron publicly traded equity and debt securities between January 9, 1999 and November 27, 2001, named Royal Bank of Canada and certain related entities as defen- dants in an action entitled Regents of the University of California v. Royal Bank of Canada in the United States District Court, Southern District of Texas (Houston Division). The Regent’s case was consoli- dated with the lead action entitled Newby v. Enron Corp., which is the main consolidated purported Enron shareholder class action wherein similar claims have been made against numerous other financial institutions, law firms, accountants and certain current former officers and directors of Enron. RBC has also been named as a defendant by several individual investors in respect of the losses suffered by those investors as purchasers of Enron publicly traded equity and debt securities. During the fourth quarter of 2005, RBC established a litigation provision of $591 million (US$500 million) or $326 million after-tax (US$276 million) in regard to its Enron-related litigation exposure. Management reviews this provision regularly and at least on a quar- terly basis. There were several important developments during 2008 which we believe affect the analysis of RBC’s potential Enron-related litigation exposure, including Supreme Court and other court decisions in the United States, the restatement by the plaintiffs in the Newby case of the basis for certification of the class in regard to their claim and the defendants’ replies to that restatement. As a result of our continuous evaluation of these developments as they occurred, individually and in aggregate, our latest assessment of them has led us to conclude that a litigation provision of $60 million (US$50 million) or $33 million after-tax (US$27 million) is reasonable. The $542 million (US$450 million) difference has been recorded in Non-interest expense – Other on our income statement. We will continue to vigor- ously defend ourselves in all remaining Enron-related cases and will exercise our judgment in resolving these claims. Other Various other legal proceedings are pending that challenge certain of our practices or actions. We consider that the aggregate liability resulting from these other proceedings will not be material to our financial position or results of operations. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 175 Note 26 Contractual repricing and maturity schedule The following table details our exposure to interest rate risk as defined and prescribed by CICA Handbook Section 3862, Financial Instruments – Disclosures. On- and off-balance sheet financial instru- ments are reported based on the earlier of their contractual repricing date or maturity date. Effective interest rates have been disclosed where applicable. The effective rates shown represent historical rates for fixed-rate instruments carried at amortized cost and current market rates for floating-rate instruments or instruments carried at fair value. The following table does not incorporate management’s expectation of Carrying amount by earlier of contractual repricing or maturity date future events where expected repricing or maturity dates differ signifi- cantly from the contractual dates. We incorporate these assumptions in the management of interest rate risk exposure. These assumptions include expected repricing of trading instruments and certain loans and deposits. Taking into account these assumptions on the consoli- dated contractual repricing and maturity schedule at October 31, 2008, would result in a change in the under-one-year gap from $(63.0) billion to $(48.7) billion (2007 – $(74.4) billion to $(53.3) billion). Immediately interest rate-sensitive Under 3 months 3 to 6 months Over 6 to 12 months Over 1 to 5 years Over 5 years Non-rate- sensitive Total Assets Cash and deposits with banks Effective interest rate Securities Trading Effective interest rate Available-for-sale Effective interest rate Assets purchased under reverse repurchase agreements and securities borrowed Effective interest rate Loans (net of allowance for loan losses) (1) Effective interest rate Derivatives Effective interest rate Other assets $ – $ 29,247 2.68% – $ $ – – – $ – $ – – – $ 1,880 $ 31,127 – – – – – – – – – 140,102 – 53,156 – – 16,908 2.80% 10,925 2.41% 44,818 2.79% 30,363 4.04% 7,064 2.97% – 7,409 3.12% 2,794 3.25% – – 8,802 5.03% 2 3.03% – 8,855 3.05% 3,390 2.96% – – 21,162 5.01% – – – 20,264 3.23% 19,354 4.48% – – 80,781 5.50% 17 3.18% – 26,279 4.06% 9,123 4.45% – – 7,699 5.70% – – – 42,793 122,508 3,040 – 48,626 – – – 631 – 75,895 – 51,106 44,818 – 289,540 – 136,134 – 51,106 $$ 193,258 $ 139,325 $ 19,007 $ 33,407 $ 120,416 $ 43,101 $ 175,345 $ 723,859 Liabilities Deposits Effective interest rate Obligations related to assets sold under repurchase agreements and securities loaned Effective interest rate Obligations related to securities sold short Effective interest rate Derivatives Effective interest rate Other liabilities Effective interest rate Subordinated debentures Effective interest rate Trust capital securities Effective interest rate Preferred share liabilities Effective interest rate Non-controlling interest in subsidiaries Effective interest rate Shareholders’ equity Effective interest rate Total gap based on contractual repricing Canadian dollar Foreign currency Total gap Canadian dollar – 2007 Foreign currency – 2007 Total gap – 2007 $$ 171,501 $ 139,513 2.36% – $ 14,883 3.34% $ 30,384 $ 74,015 3.98% 3.43% $ 7,389 $ 4.67% 890 $ 438,575 – – – – – – 51,012 – – – – – – – – – – – – – 29,232 2.79% 706 3.15% 5,318 2.85% 168 2.35% 951 3.51% – – – – – – – – 525 3.11% 199 3.09% – – 12 2.44% 151 6.50% – – – – – – – – $$ 222,513 $ 175,888 $ 15,770 $$ (29,255) $ (36,563) $ 3,237 3,174 63 (36,638) 75 (29,221) (34) 1,473 2.38% 331 2.85% – – 8 2.62% 1,671 5.93% – – – – – – – – 633 2.62% 6,415 2.85% 3 3.20% 1,734 4.08% 3,796 5.20% 1,400 7.23% 1,200 4.87% – – – – 190 3.91% 5,964 3.97% 28 3.16% 524 5.63% 1,562 6.73% – – 500 6.82% 2,663 4.58% – – – – 13,892 – 72,344 – 51,913 – – – – – 671 – 28,095 – – – 32,053 – 27,507 – 128,705 – 54,359 – 8,131 – 1,400 – 2,371 – 30,758 – – – $ 33,867 $ 89,196 $ 18,820 $ 167,805 $ 723,859 $ (460) $ 31,220 $ 24,281 $ 7,540 $ (513) 53 31,164 56 24,247 34 7,788 (248) $ (29,255) $ (36,563) $ 3,237 $ (460) $ 31,220 $ 24,281 $ 7,540 $ $ (23,067) $ 9,417 $ 11,450 (20,358) (22,819) (24,068) $ (6,183) $ 22,680 25,895 1,214 $ (6,296) $ (8,000) $ 21,435 18,700 $ (47,135) $ (13,402) $ (8,908) $ (4,969) $ 48,575 $ 15,139 $ 10,700 $ – 1 (1) – 1 (1) – (1) Includes loans totalling $3,647 million to variable interest entities administered by us, with maturity terms exceeding five years. Note 27 Related party transactions In the ordinary course of business, we provide normal banking services and operational services, and enter into other transactions with associ- ated and other related corporations, including our joint venture entities, on terms similar to those offered to non-related parties. Refer to Note 9 for more information regarding our joint venture, RBC Dexia IS. We grant loans to directors, officers and other employees at rates normally accorded to preferred clients. As at October 31, 2008, the aggregate indebtedness, excluding routine indebtedness, to RBC or its subsidiaries of current directors and executive officers was approximately $0.6 million (2007 – $3.2 million). Routine indebtedness 176 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements includes (i) loans made on terms no more favourable than loans to employees generally, but not exceeding $50,000 to any director or executive officer; (ii) loans to employees, fully secured against their residence and not exceeding their annual salary; (iii) loans, other than to employees, on substantially the same terms available to other customers with comparable credit ratings and involving no more than the usual risk of collectability; and (iv) loans for purchases on usual trade terms, or for ordinary travel or expense advances, with usual commercial repayment arrangements. We also offer deferred share and other plans to non-employee directors, executives and certain other key employees. Refer to Note 21. Note 28 Results by business and geographic segment 6,718 2,868 9,586 867 – 4,758 3,961 1,299 – 2,662 28 2,634 6,353 2,976 9,329 788 – 4,748 3,793 1,248 – 2,545 29 2,516 Canadian Wealth Banking Management Insurance International Banking Capital Markets (1) Corporate Support (1) Total Canada United States Other International $ $ $ $ $ 468 3,519 3,987 1 – 3,038 948 283 – 665 12 653 16,900 16,900 $ $ $ $ $ – 2,610 2,610 – 1,631 576 403 14 – 389 4 $ $ $ 1,330 771 2,101 497 – 1,876 (272) (128) 9 (153) 21 $ 1,839 2,096 3,935 183 – 2,121 1,631 465 (4) 1,170 23 385 $ (174) $ 1,147 12,600 $ 51,300 $ 340,300 12,600 $ 51,300 $ 340,300 $ $ $ $ $ (995) 358 (637) 47 – (18) (666) (564) 76 (178) 13 $ $ 9,360 12,222 21,582 1,595 1,631 12,351 6,005 1,369 81 4,555 101 $ 6,929 8,220 15,149 924 922 7,490 5,813 1,750 76 3,987 60 $ $ $ 1,132 2,521 3,653 643 30 2,991 (11) (159) (4) 152 30 $ $ 1,299 1,481 2,780 28 679 1,870 203 (222) 9 416 11 (191) $ 4,454 $ 3,927 $ 122 $ 405 (3,100) $ 650,300 $ 354,700 $ 143,500 $ 152,100 (3,100) $ 650,300 $ 354,700 $ 143,500 $ 152,100 Canadian Wealth Banking Management Insurance International Banking Capital Markets (1) Corporate Support (1) Total Canada United States Other International $ $ $ $ $ 427 3,565 3,992 1 – 2,902 1,089 327 – 762 9 753 16,600 16,600 $ $ $ $ $ – 3,192 3,192 – 2,173 537 482 40 – 442 5 $ $ 1,031 884 1,915 109 – 1,481 325 74 9 242 14 $ $ 623 3,766 4,389 (22) – 2,769 1,642 278 72 1,292 20 437 $ 228 $ 1,272 12,500 $ 39,700 $ 311,200 12,500 $ 39,700 $ 311,200 $ $ $ $ $ (732) 377 (355) (85) – 36 (306) (575) 60 209 11 $ $ 7,702 14,760 22,462 791 2,173 12,473 7,025 1,392 141 5,492 88 $ 6,402 8,638 15,040 696 1,230 7,409 5,705 1,705 83 3,917 56 $ $ $ 412 4,322 4,734 90 474 3,405 765 (62) 49 778 24 $ $ 888 1,800 2,688 5 469 1,659 555 (251) 9 797 8 198 $ 5,404 $ 3,861 $ 754 $ 789 (6,500) $ 581,000 $ 317,900 $ 135,100 $ 128,000 (6,500) $ 581,000 $ 317,900 $ 135,100 $ 128,000 Canadian Wealth Banking Management Insurance International Banking Capital Markets (1) Corporate Support (1) Total Canada United States Other International $ $ 5,816 2,532 8,348 604 – 4,510 – 3,234 1,110 – $ 397 3,090 3,487 1 – 2,613 1 872 268 – $ – 3,348 3,348 – 2,509 517 – 322 20 – $ 940 688 1,628 25 – 1,216 – 387 117 9 131 4,005 4,136 (115) – 2,603 (1) 1,649 317 (23) (488) 178 (310) (86) – 36 – (260) (429) 58 $ 6,796 13,841 20,637 429 2,509 11,495 – 6,204 1,403 44 $ $ 6,045 7,518 13,563 456 1,379 7,056 – 4,672 1,458 37 $ 108 4,397 4,505 (28) 683 3,038 – 812 14 (1) Average assets (2) $ 232,300 Total average assets $ 232,300 2008 Net interest income Non-interest income $ Total revenue Provision for (recovery of) credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income (loss) before income taxes Income taxes Non-controlling interest Net income Less: Preferred dividends $ Net income (loss) available to common shareholders $ 2007 Net interest income Non-interest income $ Total revenue Provision for (recovery of) credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Net income (loss) before income taxes Income taxes Non-controlling interest Net income Less: Preferred dividends $ Net income (loss) available to common shareholders $ 2006 Net interest income Non-interest income $ Total revenue Provision for (recovery of) credit losses Insurance policyholder benefits, claims and acquisition expense Non-interest expense Business realignment charges Net income (loss) before income taxes Income taxes Non-controlling interest Net income from continuing operations Net loss from discontinued operations Average assets (2) $ 207,500 Total average assets $ 207,500 $ 2,124 $ 604 $ 302 $ 261 $ 1,355 $ 111 $ 4,757 $ 3,177 $ 799 $ Net income Less: Preferred dividends 2,124 20 – – 604 6 – 302 4 (29) 232 7 – 1,355 13 – 111 10 (29) 4,728 60 – 3,177 40 (29) 770 15 Net income available to common shareholders $ 2,104 $ 598 $ 298 $ 225 $ 1,342 Average assets from continuing operations (2) $ 187,600 Average assets from discontinued operations (2) $ – Total average assets $ 187,600 $ $ $ 15,100 – 15,100 $ $ $ 11,600 $ 32,600 $ 260,600 – $ 200 $ – 11,600 $ 32,800 $ 260,600 (1) (2) Taxable equivalent basis. Calculated using methods intended to approximate the average of the daily balances for the period. $ $ $ $ 101 $ 4,668 $ 3,137 $ 755 $ 776 (5,400) $ 502,100 $ 287,200 $ 113,300 $ 101,600 – $ 200 $ – $ 200 $ – (5,400) $ 502,300 $ 287,200 $ 113,500 $ 101,600 Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 177 643 1,926 2,569 1 447 1,401 – 720 (69) 8 781 – 781 5 Note 28 Results by business and geographic segment (continued) Revenue by business line Banking (1) Wealth management Insurance Global markets (2) Global investment banking and equity markets (2), (3) RBC Dexia IS (4) Other (5) Total $ 2008 2007 $ 10,832 3,987 2,610 1,902 1,536 855 (140) $ 10,485 3,992 3,192 2,404 1,733 759 (103) 2006 9,418 3,487 3,348 2,553 1,417 558 (144) $ 21,582 $ 22,462 $ 20,637 (1) (2) (3) (4) (5) Includes cards and payment solutions. Taxable equivalent basis. Includes our National Clients business, which was transferred from our Other line of business in the second quarter of 2007. The amount for 2006 includes two months of revenue from IIS and our 50% proportionate share of nine months of revenue from RBC Dexia IS for the year ended October 31, 2006. Consists of Global Credit and Research business, and includes the tax equivalent basis adjustment which is discussed below. Changes in 2008 Composition of business segments Effective May 1, 2008, we created our Insurance business segment, formerly a business under Canadian Banking. Concurrent with the realignment, we renamed our U.S. & International Banking segment International Banking. Our five business segments are outlined below. Canadian Banking comprises our domestic personal and business banking operations and certain retail investment businesses. Wealth Management businesses serve affluent and high net worth clients around the world, and provide asset management and estate and trust services directly to clients and through our internal partners and third-party distributors. Insurance offers a wide range of life, health, travel, home and auto insurance products and creditor insurance services to individual and business clients in Canada and the U.S. We also offer reinsurance for clients around the world. International Banking comprises our banking businesses in the U.S. and Caribbean, and global custody and investor services, which we provide through our 50% ownership in RBC Dexia IS. Capital Markets comprises our global wholesale banking business, which provides a wide range of corporate and investment banking, sales and trading, and research and related products and services to corpo- rate, public sector, institutional and retail clients in North America and specialized products and services in select global markets. The comparative results have been restated to conform to our new basis of segment presentation. All other enterprise level activities that are not allocated to these five business segments, such as enterprise funding, securitizations, net charges associated with unattributed capital, and consolidation adjustments, including the elimination of the taxable equivalent basis (teb) gross-up amounts, are included in Corporate Support. Teb adjustments gross up Net interest income from certain tax-advantaged sources (Canadian taxable corporate dividends) to their effective tax equivalent value with the corresponding offset recorded in the provi- sion for income taxes. Management believes that these adjustments are necessary for Capital Markets to reflect how it is managed. The use of the teb adjustments enhances the comparability of revenue across our taxable and tax-advantaged sources. Our use of teb adjustments and measures may not be comparable to similar GAAP measures or similarly adjusted amounts at other financial institutions. The teb adjustment for 2008 was $410 million (2007 – $332 million; 2006 – $213 million). During 2008, we also reclassified the following balances in reporting our business segments: (i) certain Allowance for credit losses – General allowance from Canadian Banking, International Banking and Capital Markets were transferred to Corporate Support without a revision to comparative segment results given the insig- nificance of the transfer on comparative periods; (ii) certain Trading revenue reported in the fourth quarter of 2007, and the first and second quarters of 2008 in Capital Markets from Net interest income – Interest income to Non-interest income – Other with no impact to Total revenue; (iii) segregated fund deposits were included in our gross insurance premiums and deposits balances in Insurance to ensure consistent application with insurance industry practices; (iv) management oversight and the results of our Wealth Management U.S. subprime and collateralized debt obligations available-for-sale securities (CDO AFS) portfolio were transferred to Corporate Support without a revision to comparative segment results given the insignifi- cance of its impact on comparative periods; (v) certain U.S. municipal debt held in our Tender Option Bond (TOB) programs from Securities – Trading to Securities – Available for Sale resulting in a non-significant charge to Net income and AOCI; (vi) certain loans in our Wholesale – Bank – Canada to Wholesale – Non-banking financial services – Other International without impacting total Loans and acceptances or Net income; and (vii) certain Trading revenue reported in the fourth quarter of 2007 in Capital Markets from Non-interest income – Trading revenue to Net interest income to better reflect its nature with no impact to Total trading revenue. All comparative amounts have been revised to reflect these reclassifications, unless otherwise specifically stated. Visa Inc. initial public offering (Visa IPO) We incurred a net loss of $20 million ($17 million after-tax) in respect of our shares of Visa Inc., including those that were subject to mandatory redemption in connection with the Visa IPO. The net loss includes a $35 million loss recognized by Canadian Banking on their shares that were subject to mandatory redemption, representing the difference between the price at which we recorded the shares when they were received on October 3, 2007, upon the reorganization of Visa Canada and the Visa IPO price. International Banking recognized a gain of $15 million on its shares at the time of the Visa IPO. The shares of Visa Inc. are classified as available-for-sale securities and carried at cost. Refer to Note 3. Management reporting framework Our management reporting framework is intended to measure the performance of each business segment as if it was a stand-alone business and reflect the way that business segment is managed. This approach ensures our business segments’ results reflect all relevant revenue and expenses associated with the conduct of their business and depicts how management views those results. These items do not impact our consolidated results. 178 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements The expenses in each business segment may include costs or services directly incurred or provided on their behalf at the enterprise level. For other costs not directly attributable to one of our business segments, we use a management reporting framework that uses assumptions, estimates and methodologies for allocating overhead costs and indirect expenses to our business segments and that assists in the attribution of capital and the transfer pricing of funds to our business segments in a manner that fairly and consistently measures and aligns the economic costs with the underlying benefits and risks of that specific business segment. Activities and business conducted between our business segments are generally at market rates. All other enterprise level activities that are not allocated to our four business segments are reported under Corporate Support. Our assumptions and methodologies used in our management reporting framework are periodically reviewed by management to ensure they remain valid. The capital attribution methodologies involve a number of assumptions and estimates that are revised periodically. Geographic segments For geographic reporting, our segments are grouped into Canada, United States and Other International. Transactions are primarily recorded in the location that best reflects the risk due to negative changes in economic conditions and prospects for growth due to positive economic changes. This location frequently corresponds with the location of the legal entity through which the business is conducted and the location of our clients. Transactions are recorded in the local currency and are subject to foreign exchange rate fluctuations with respect to the movement in the Canadian dollar. Note 29 Nature and extent of risks arising from financial instruments We are exposed to the following risks as a result of holding financial instruments: credit risk, market risk, liquidity and funding risk. The following is a description of those risks and how we manage our exposure to them. Credit risk Credit risk is the risk of loss associated with a counterparty’s inability or unwillingness to fulfill its payment obligations. Credit risk may arise directly from claims against a debtor or obligor, an issuer of securities or a policy holder through outstanding premiums, or indirectly from claims against a guarantor of credit obligations or a reinsurer, resulting from ceded insurance risk. Risk measurement We employ different risk measurement processes for our wholesale and retail portfolios. In measuring credit risk under Basel II, two principal approaches are available: Advanced Internal Ratings Based (AIRB) and Standardized. Most of our credit risk exposure is under the AIRB Approach. Under the AIRB Approach, we use our own estimates of the three key parameters, Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD), based on historical experience from internal credit risk rating systems in the derivation of risk-weighted assets in accordance with supervisory standards. The three key parameters are defined as follows: • PD is an estimated percentage that represents the probability those obligors within a specific rating grade or for a particular pool of exposures will default within a one-year period. LGD is an estimated percentage of EAD that is expected to be lost in the event of default of an obligor. EAD is an estimated dollar value of the expected gross exposure of a facility upon default of the obligor before specific provisions or partial write-offs. • • Credit risk rating systems are designed to assess and quantify the risk inherent in credit activities in an accurate and consistent manner. Under the Standardized Approach, used primarily for RBC Dexia IS, RBC Bank (USA) and our Caribbean banking operations, risk weights prescribed by OSFI are used to calculate risk-weighted assets for credit risk exposures. Credit assessments by OSFI-recognized external credit rating agencies of Standard & Poor’s (S&P), Moody’s Investor Services (Moody’s), Fitch Ratings (Fitch) and Dominion Bond Rating Services (DBRS) are used to risk-weight our sovereign and bank exposures based on the standards and guidelines issued by OSFI. For our business and retail exposures, we use the standard risk weights prescribed by OSFI. The wholesale credit risk rating system is designed to measure and identify the risk inherent in our credit activities in an accurate and con- sistent manner along two dimensions: borrower risk rating (BRR), which reflects an assessment of the credit quality of the obligor, and LGD. Credit scoring is the primary risk rating system for assessing obligor and transaction risk for retail exposures. Retail exposures are assessed on a pooled basis, with each pool consisting of exposures that possess similar homogeneous characteristics. The pools are assessed based on the following parameters: PD, LGD and EAD. The estimation of these parameters takes into account borrower and transaction characteristics, including behavioural credit score, product type and delinquency status. The LGD is estimated based on transaction-specific factors, including product and collateral types. Our risk ratings are reviewed and updated on a regular basis. Our gross credit risk exposure is categorized into lending-related and other, and trading-related. Lending-related and other credit risk exposure comprises outstanding loans and acceptances, undrawn commitments as well as other exposure, including contingent liabilities such as letters of credit and guarantees, and available-for-sale debt securities. For undrawn commitments and contingent liabilities, gross exposure represents an estimated portion of the contractual amount that is expected to be drawn upon at the time of default of an obligor. Trading-related credit risk exposure consists of repo-style transactions, which includes repurchase and reverse repurchase agreements and securities lending and borrowing transactions, as well as over-the-counter derivatives. For repurchase and reverse repurchase agreements, gross exposure represents the amount at which securities were initially sold or acquired. For securities lending and borrowing transactions, gross exposure is the amount at which securities were initially loaned or borrowed. For over-the-counter derivatives, the gross exposure amount represents the credit equiva- lent amount, which is defined by OSFI as the replacement cost plus an add-on amount for potential future credit exposure. Credit quality performance Refer to Note 4 for additional information on the credit quality perfor- mance of our loans. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 179 Note 29 Nature and extent of risks arising from financial instruments (continued) Credit risk exposure by portfolio and sector Lending-related and other Trading-related 2008 Residential mortgages (5) Personal Credit cards Small business (6) Retail Business (7) Agriculture Automotive Consumer goods Energy Non-bank financial services Forest products Industrial products Mining and metals Real estate and related Technology and media Transportation and environment Other (8) Sovereign (9) Bank (10) Wholesale Total exposure Loans and acceptances Outstanding $ 122,991 60,727 8,933 2,804 Undrawn commitments 2 $ 42,462 19,933 2,265 $ Other (1) Repo-style transactions (2) Over-the- counter derivatives (3) $ – 67 – 49 – – – – – $ $ – – – – – $ 195,455 $ 64,662 $ 116 $ $ 5,305 3,999 7,389 8,146 8,788 1,152 5,033 3,947 22,978 3,206 4,239 25,623 2,496 5,284 $ 409 1,856 2,085 8,371 5,212 523 2,177 1,206 3,406 3,026 2,026 6,357 2,548 4,308 $ 18 137 396 2,443 4,589 101 323 542 1,428 296 569 10,100 10,749 57,793 $ – 20 – 1 49,463 7 – 69 7 – – 1,661 2,784 61,675 $ 54 507 502 1,801 18,241 122 306 962 397 490 865 10,710 17,824 34,171 Total exposure (4) $ 122,993 103,256 28,866 5,118 $ 260,233 $ 5,786 6,519 10,372 20,762 86,293 1,905 7,839 6,726 28,216 7,018 7,699 54,451 36,401 163,231 $ 107,585 $ 43,510 $ 89,484 $ 115,687 $ 86,952 $ 443,218 $ 303,040 $ 108,172 $ 89,600 $ 115,687 $ 86,952 $ 703,451 (1) (2) (3) (4) (5) (6) (7) (8) Includes contingent liabilities such as letters of credit and guarantees, and available-for-sale debt securities. Includes repurchase and reverse repurchase agreements and securities borrowing and lending transactions. Credit equivalent amount after factoring in master netting agreements. Total exposure represents exposure at default, which is the expected gross exposure upon the default of an obligor. This amount is before any specific allowances and does not reflect the impact of credit risk mitigation. Exposure under Basel II asset classes of qualifying revolving retail and other retail are largely included within Personal and Credit cards, while home equity lines of credit are included in Personal. Includes certain synthetic mortgage securitizations. Includes small business exposure managed on a pooled basis. Includes small business exposure managed on an individual client basis. The Lending-related and other credit risk exposure of our Other Business sector within the Wholesale portfolio comprises: (i) for Outstanding loans and acceptances: other services $10.9 billion, financing products $4.9 billion, holding and investments $4.6 billion, health $2.5 billion and other $2.7 billion; (ii) for Undrawn loans and acceptances commitments: other services $3.7 billion, health $.9 billion, holding and investments $.7 billion, financing products $.6 billion and other $.4 billion; and (iii) for Other lending-related: other services $2.2 billion, financing products $.7 billion, holdings and investments $.6 billion and other $6.5 billion. The Trading-related credit risk exposure of our Other Business sector within the Wholesale portfolio comprises: (i) for Repo-style transactions: other services $.4 billion, holdings and investments $.3 billion, financing products $.1 billion and other $.8 billion; and (ii) Over-the-counter derivatives: financing products $5.4 billion, other services $1.7 billion and other $3.5 billion. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. (9) (10) Bank refers primarily to regulated deposit-taking institutions and securities firms. Concentrations of credit risk exist if a number of clients are engaged in similar activities, or are located in the same geographic region or have comparable economic characteristics such that their ability to meet contractual obligations would be similarly affected by changes in economic, political or other conditions. Concentrations of credit risk indicate the relative sensitivity of our performance to developments affecting a particular industry or geographic location. The amounts of credit exposure associated with our on- and off-balance sheet financial instruments are summarized in the following table. Concentration of credit risk 2008 2007 (1) Canada % United States % Europe Other Inter- % national % Total Canada % United States % Europe Other Inter- % national % Total On-balance sheet assets other than derivatives (2) $ 240,620 69% $ 56,382 16% $ 40,519 12% $ 10,337 3% $ 347,858 $ 227,206 72% $ 41,518 13% $ 40,658 13% $ 6,146 2% $ 315,528 Derivatives before master netting agreement (3), (4) 14,690 23 29,501 45 15,096 23 5,763 9 69,728 53 10,716 8 24,033 18 27,106 21 131,583 65,050 $ 264,653 55% $ 83,488 18% $ 110,247 23% $ 21,053 4% $ 479,441 $ 241,896 64% $ 56,614 15% $ 70,159 18% $ 11,909 3% $ 380,578 Off-balance sheet credit instruments (5) Committed and uncommitted (6) Other $ 177,317 64% $ 62,932 23% $ 17,388 6% $ 17,850 7% $ 275,487 $ 163,897 58% $ 69,326 25% $ 22,893 24,820 51 11,047 23 10,615 22 1,998 4 48,480 31,194 53 13,418 23 14,226 24 8% $ 26,150 9% $ 282,266 58,925 87 – $ 202,137 63% $ 73,979 23% $ 28,003 9% $ 19,848 6% $ 323,967 $ 195,091 57% $ 82,744 24% $ 37,119 11% $ 26,237 8% $ 341,191 (1) (2) (3) (4) (5) (6) The 2007 comparative information has been revised as a result of implementing Basel II. Includes assets purchased under reverse repurchase agreements and securities borrowed, loans and customers’ liability under acceptances. The largest concentrations in Canada are Ontario at 51% (2007 – 51%), the Prairies at 16% (2007 – 16%), British Columbia and the territories at 16% (2007 – 15%) and Quebec at 12% (2007 – 14%). No industry accounts for more than 19% (2007 – 30%) of total on-balance sheet credit instruments. The largest concentration of credit exposure by counterparty type is banks at 62% (2007 – 60%). Excludes credit derivatives classified as other than trading with a replacement cost of $400 million (2007 – $36 million). Represents financial instruments with contractual amounts representing credit risk. Comparative amounts have been revised to include retail commitments in addition to commercial commitments. Retail and wholesale commitments comprise 32% (2007 – 30%) and 68% (2007 – 70%), respectively, of our total commitments. The largest sector concentration in the wholesale portfolio relates to Non-bank financial services at 34% (2007 – 38%), Bank at 11% (2007 – 16%), Energy at 9% (2007 – 7%), Real estate and related at 7% (2007 – 7%) and Sovereign at 6% (2007 – 3%). 180 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Credit derivatives Credit derivatives are over-the-counter contracts that transfer credit risk related to an underlying financial instrument from one counter- party to another. We are exposed to counterparty credit risk when we purchase credit protection or the derivative has a positive fair value. As with other derivatives, we use collateral and master netting agree- ments for managing counterparty credit risk. These contracts are subject to the same credit approval, limits and monitoring standards used for managing other credit risk. We purchase and sell credit protection for both trading and other-than-trading purposes. Our trading activities are conducted in association with market-making, positioning and managing certain trading-related credit risk. Trading credit derivatives (1) Notional amount Protection purchased Protection sold Fair value (2) Positive Negative Replacement cost (3) (1) (2) (3) Comprises credit default swaps. Gross fair value before netting. Replacement cost is after netting but before collateral. 2008 2007 $ 140,010 132,515 $ 202,733 190,514 16,456 15,344 5,607 10,416 9,375 3,340 We also purchase and sell credit derivatives for other-than-trading purposes in order to manage our overall credit portfolio. To mitigate industry sector concentrations and single-name exposures related to our credit portfolio, we purchase credit derivatives to transfer credit risk to third parties. We also sell credit protection in order to diversify our portfolio. The notional amount of other-than-trading credit derivatives represents the contract amount used as a reference point to calculate payments. Notional amounts are generally not exchanged by the counterparties, and do not reflect our exposure at default. None of these contracts are with monoline insurers nor related to U.S. subprime-related assets. Other-than-trading credit derivatives position (notional amount and fair value) (1) Notional amount Business Automotive Energy Non-bank financial services Mining and metals Real estate and related Technology and media Transportation and environment Other Sovereign (2) Bank (3) Net protection purchased Offsetting protection sold related to the same reference entity Gross protection purchased Net protection sold (4) Offsetting protection purchased related to the same reference entity Gross protection sold Gross protection purchased and sold (notional amount) Fair value (5) Positive Negative 2008 2007 $ 473 363 379 590 136 10 224 439 294 259 3,167 $ – 3,167 $ 147 $ – 147 $ 379 957 1,161 591 413 10 335 472 220 731 5,269 261 5,530 186 261 447 3,314 $ 5,977 400 $ 15 36 30 $ $ $ $ $ $ $ (1) (2) (3) (4) (5) Comprises credit default swaps. Sovereign refers to all central governments and agencies, central banks, as well as other qualifying public sector entities and multilateral development banks. Bank refers primarily to regulated deposit-taking institutions and securities firms. Protection sold as at October 31, 2008 related to consumer goods $81 million and other $66 million (October 31, 2007 – consumer goods $67 million and other $119 million). Gross fair value before netting. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 181 Note 29 Nature and extent of risks arising from financial instruments (continued) Objectives, policies and methodologies Our credit risk management principles are guided by our overarching risk management principles. In particular, the following two principles are complemented by the items below with respect to credit risk management: (i) The effective balancing of risk and return is achieved through: • • Ensuring that credit quality is not compromised for growth Diversifying credit risks in transactions, relationships and portfolios Using our credit risk rating and scoring systems, policies and tools Pricing appropriately for the credit risk taken Applying consistent credit risk exposure measurements • • • Mitigating credit risk through preventive and detective controls • Transferring credit risk to third parties where appropriate through approved credit risk mitigation techniques, including hedging activities and insurance coverage. • (ii) All business activities that are not consistent with our values, code of conduct or policies must be avoided. The following committees are involved in the management of credit risks: Board of Directors and Conduct Review and Risk Policy Committee (CR&RPC), Group Risk Committee (GRC), Policy Review Committee and Structured Transactions Oversight Committee. Working in combination, these committees approve credit risk limits, ensure that management has in place frameworks, policies, processes and procedures to manage credit risk and that the overall credit risk policies are complied with at the business and transaction levels. Our enterprise-wide credit risk policies set out the minimum requirements for the management of credit risk in a variety of trans- actional and portfolio management contexts. Our credit risk policies comprise the following six categories: • Credit Risk Assessment includes policies related to credit risk analysis, risk rating, risk scoring and trading credit Credit Risk Mitigation includes credit structuring, collateral and guarantees Credit Risk Approval includes credit risk limits and exceptions Credit Documentation focuses on documentation and administration Credit Review and Deterioration includes monitoring and review Credit Portfolio Management includes portfolio management and risk quantification. • • • • • Our products and services are subject to risk review and approval pro- cesses. Proposals for new and amended credit products and services are comprehensively reviewed and approved under a risk assessment framework. The risk assessment is used to assess the risk level of the proposal to determine the level of risk approval required. For propos- als with significant risk implications, approval by the Policy Review Committee is required. We seek to mitigate our exposure to credit risk through a variety of means, including structuring of transactions, col- lateral and credit derivatives. Limits are used to ensure our portfolio is well diversified and within our risk limit as approved by the Board of Directors. Our credit limits are established at the following levels to ensure adequate diver- sification and to reduce concentration risk: • • • • • Single-name limits Underwriting risk Geographic (country and region) limits Industry sector limits Product and portfolio limits Group Risk Management (GRM) provides a number of enterprise level credit risk reports to senior management and the Board of Directors so as to ensure that shifts in our credit risk exposure or negative trends in our credit profile are highlighted and appropriate actions can be taken where necessary. An Enterprise Risk Report is distributed to the Board of Directors, GRC and senior executives on a quarterly basis. The report provides an overview of our risk profile, including trending information, significant risk issues and analysis of significant shifts in exposures, expected loss and risk ratings. Large exposures subject to credit policy excep- tions, as well as significant counterparty exposure and downgrades, are also reported. Analysis is provided on a portfolio and industry basis and includes the results of stress testing and sensitivity analysis. Separate business specific reports are also provided to senior management, who monitor the credit quality of their respective portfo- lios and emerging industry or market trends. Our credit risk objectives, policies and methodologies have not changed materially from 2007. Market risk Market risk is the risk of loss on the value of a financial instrument that may arise from changes in market factors such as interest rates, for- eign exchange rates, equity or commodity prices, and credit spreads. We are exposed to market risk in our trading activities and our asset/ liability management activities. The level of market risk to which we are exposed varies depending on market conditions, in particular, the volatility and liquidity in the markets where the instruments are traded, expectations of future price and yield movements and the composition of our trading portfolio. Trading market risk We conduct trading activities over-the-counter and on exchanges in the spot, forwards, futures and options markets, and we offer struc- tured derivative transactions. Market risks associated with trading activities are a result of market-making, positioning, and sales and arbitrage activities in the interest rate, foreign exchange, equity, commodities and credit markets. Our trading operations primarily act as a market maker, executing transactions that meet the financial requirements of our clients and transferring the market risks to the broad financial market. We also act as principal and take proprietary market risk positions within the authorized limits determined by the Board of Directors. The trading book, as defined by OSFI, consists of cash and derivative positions that are held for short-term resale, taken on with the intent of benefiting in the short term from actual or expected differences between their buying and selling prices or to lock in arbitrage profits. Trading market risk encompasses various risks associated with cash and related derivative products that are traded in interest rate, foreign exchange, equity, credit and commodity markets and comprise: Interest rate risk, which is the potential adverse impact on the • value of a financial instrument due to changes in interest rates. It is composed of (i) directional risk – arising from parallel shifts in the yield curve; (ii) yield curve risk – arising from non-uniform rate changes across a spectrum of maturities; (iii) basis risk – 182 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements • • • • • resulting from an imperfect hedge of one instrument type by another instrument type whose changes in price are not perfectly correlated; and (iv) option risk – arising from changes in the value of embedded options due to changes in prices or rates and their volatility. Most financial instruments have exposure to interest rate risk. Foreign exchange rate risk, which is the potential adverse impact on the value of a financial instrument due to currency rate and precious metals price movements and volatilities. In our proprietary positions, we are exposed to the spot, forwards and derivative markets. Equity risk, which is the potential adverse impact on the value of a financial instrument due to movements in individual equity prices or general movements in the level of the stock market. We are exposed to equity risk from the buying and selling of equi- ties and indices as principal in conjunction with our investment banking activities and from our trading activities, which include tailored equity derivative products, arbitrage trading and relative value trading. Commodities risk, which is the potential adverse impact on the value of a financial instrument due to commodities price movements and volatilities. Principal commodities traded include crude oil, heating oil, natural gas and power. In our proprietary positions, we are exposed to the spot, forwards and derivative markets. Credit spread risk, which is the general adverse impact on the value of a financial instrument due to changes in the credit spreads associated with our holdings of instruments subject to credit risk. Credit specific risk, which is the potential adverse impact on the value of a financial instrument due to changes in the creditworthi- ness and default of issuers on our holdings in bonds and money market instruments, and those underlying credit derivatives. Severe dislocation of money market and bond markets from the synthetic credit markets, as well as fundamentals-based market valuations, impacts trading ability, profitability and risk measurements. • Market illiquidity risk, which is the inability to liquidate our positions or acquire hedges to neutralize our trading positions. In times of severe stress, illiquidity is experienced in even the most highly rated and previously highly liquid instruments. Risk measurement We use risk measurement tools such as Value-at-Risk (VaR), sensitivity analysis and stress testing in assessing global risk-return trends. The majority of trading positions in foreign exchange, interest rate, equity, commodity and credit trading have capital calculated under a VaR based Internal Models Approach, while structured credit derivatives and mortgage-backed securities are calculated under the Standardized Approach as approved by OSFI. Also calculated under the Standardized Approach for migration and default (specific) risk are a limited set of interest rate products. These products and risks are not included in our global VaR. The breadth of our trading activity is designed to diversify market risk to any particular strategy, and to reduce trading revenue volatility. VaR is a statistical technique that measures the worst-case loss expected over the period within a 99% confidence level. Larger losses are possible, but with low probability. For example, based on a 99% confidence interval, a portfolio with a VaR of $20 million held over one day would have a one in one hundred chance of suffering a loss greater than $20 million in that day. We measure VaR by major risk category on a discrete basis. We also measure and monitor the effects of cor- relation in the movements of interest rates, credit spreads, exchange rates, equity and commodity prices and highlight the benefit of diversi- fication within our trading portfolio. As with any modeled risk measure, there are certain limitations that arise from the assumptions used in VaR. Historical VaR assumes that the future will behave like the past. As a result, historical scenarios may not reflect the next market cycle. Furthermore, the use of a one-day horizon VaR for risk measurement implies that positions could be unwound or hedged within a day but this may not be a realistic assumption if the market becomes largely or completely illiquid. VaR is calculated on end-of-day positions. To ensure VaR effectively captures our market risk, we continu- ously monitor and enhance our methodology. Daily back-testing serves to compare hypothetical profit or loss against the VaR to monitor the statistical validity of 99% confidence level of the daily VaR measure. Back-testing is calculated by holding position levels constant and iso- lating the effect of the movement of actual market rates over the next day and over the next 10 days on the market value of the portfolios. Intraday position changes account for most of the difference between theoretical back-testing and actual profit and loss. VaR models and market risk factors are independently reviewed periodically to further ensure accuracy and reliability. Sensitivity analysis is used to measure the impact of small changes in individual risk factors such as interest rates and foreign exchange rates and is designed to isolate and quantify exposure to the underlying risk. VaR is a risk measure that is only meaningful in normal market conditions. To address more extreme market events, stress testing is used to measure and alert senior management to our exposure to potential political, economic or other disruptive events. Our stress scenarios are reviewed and updated as required to reflect relevant events and hypothetical situations. In light of the current market envi- ronment, we supplemented existing market risk measures by frequent updates to the historical scenario window used in VaR and risk factors were refined to accurately reflect the current market conditions in the calculations. While we endeavour to be conservative in our stress test- ing, there can be no assurance that our stress testing assumptions will cover every market scenario that may unfold. The following table shows our global VaR for total trading activities by major risk category and the diversification effect, which is calculated as the difference between the global VaR and the sum of the separate risk factor VaRs. Global VaR Equity Foreign exchange Commodities Interest rate Credit specific Diversification Global VaR 2008 2007 As at October 31 For the year ended October 31 Average High Low As at October 31 For the year ended October 31 Average High Low $ 8 8 1 34 8 (19) $ 13 3 2 26 7 (23) $ 28 9 6 44 11 (38) $ 6 1 0 17 4 (13) $ 8 4 2 20 3 (19) $ 9 2 1 19 3 (13) $ 18 7 2 23 5 (22) $ 4 1 – 14 2 (8) $ 40 $ 28 $ 50 $ 18 $ 18 $ 21 $ 27 $ 16 Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 183 Note 29 Nature and extent of risks arising from financial instruments (continued) Objectives, policies and methodologies Our market risk management framework is designed to ensure that our risks are appropriately diversified on a global basis. Market risk limit approval authorities are established by the Board of Directors, upon recommendation of the CR&RPC, and delegated to senior management. The independent oversight of trading market risk management activities is the responsibility of GRM – Marketing and Trading Credit Risk. GRM – Market and Trading Credit Risk establishes market risk policies and limits, develops quantitative techniques and analytical tools, vets trading models and systems, maintains the VaR and stress risk measurement systems, and provides enterprise risk reporting on trading activities. This group also provides independent oversight on trading activities, including the establishment and administration of trading operational limits, market risk and counterparty credit limit compliance, risk analytics, and the review and oversight of non- traditional or complex transactions. GRM uses risk measurement tools such as VaR, sensitivity analysis and stress testing in assessing global risk-return trends and to alert senior management to adverse trends or positions. Reports on trading risks are provided by GRM – Market and Trading Credit Risk to the Chief Risk Officer (CRO) and the operating committee of Capital Markets on a weekly basis and to senior management on a daily basis. Enterprise-wide reporting is used to monitor compliance against VaR and stress limits approved by the Board of Directors and the operating limits derived from these board limits. In addition to this monitoring, GRM – Market and Trading Credit Risk pre-approves excesses and reports any breach to the CRO and the operating committee of Capital Markets. Non-trading market risk (Asset/liability management) Traditional non-trading banking activities, such as deposit taking and lending, expose us to market risk, of which interest rate risk is the largest component. Our goal is to manage the interest rate risk of the non-trading balance sheet to a target level. We modify the risk profile of the balance sheet through hedging to achieve our target level. We continually monitor the effectiveness of our interest rate risk mitiga- tion activity within Corporate Treasury on a value and earnings basis. For additional information regarding the use of the derivatives in asset and liability management, refer to Note 7. Risk measurement Our risk position is measured daily, weekly or monthly based on the size and complexity of the portfolio. Measurement of risk is based on rates charged to clients as well as funds transfer pricing rates. Key rate analysis is utilized as a primary tool for risk management as it provides us with an assessment of the sensitivity of the exposure of our eco- nomic value of equity to instantaneous changes in individual points on the yield curve. The economic value of equity is equal to the net pres- ent value of our assets, liabilities and off-balance sheet instruments. The following table provides the potential before-tax impact of an immediate and sustained 100 basis point and 200 basis point increase or decrease in interest rates on net interest income and economic value of equity of our non-trading portfolio, assuming that no further hedging is undertaken. These measures are based upon assumptions made by senior management and validated by empirical research. All interest rate risk measures are based upon interest rate exposures at a specific time and continuously change as a result of business activities and our risk management initiatives. Market risk measures – Non-trading banking activities 2008 2007 2006 Economic value of equity risk Net interest income risk Canadian dollar impact U.S. dollar impact (1) Canadian dollar impact U.S. dollar impact (1) Total Economic Economic Total value of Net interest income risk equity risk value of Net interest income risk equity risk Before-tax impact of: 100bp increase in rates 100bp decrease in rates Before-tax impact of: 200bp increase in rates 200bp decrease in rates $ $ (470) $ 404 (982) $ 774 (38) $ 44 (508) $ 448 23 $ (62) (68) $ 64 (1,050) $ 838 8 $ (236) 22 $ (28) 54 $ (43) 45 $ (90) (440) $ 309 54 $ (111) (496) $ 375 62 $ (279) (930) $ 553 97 $ (231) (1,044) $ 658 87 (153) 147 (319) (1) Represents the impact on the non-trading portfolios held in our U.S. banking operations. Objectives, policies and methodologies Corporate Treasury is responsible for managing our enterprise-wide interest rate risk, monitoring approved limits and compliance with policies and operating standards. Our Asset and Liability Committee (ALCO) provides oversight to Corporate Treasury and reviews and approves the policies developed by Corporate Treasury. An enterprise interest rate risk report is reviewed monthly by ALCO and quarterly by GRC and the Board of Directors. risks to net interest income over a 12-month horizon, and the eco- nomic value of equity, are to be contained. These ranges are based on an immediate and sustained 100 basis point increase or decrease par- allel shift of the yield curve. The limit for net interest income risk is 3% of projected net interest income, and for economic value of equity risk, the limit is 5% of projected common equity. Interest rate risk limits are reviewed and approved annually by the Board of Directors. Our interest rate risk policy and interest rate limit document define the management standards and acceptable limits within which Our overall market risk objectives and methodologies have not changed materially from 2007. Liquidity and funding risk Liquidity and funding risk is the risk that we may be unable to generate or obtain sufficient cash or its equivalent in a timely and cost-effective manner to meet our commitments as they come due. Risk measurement The assessment of our liquidity position reflects management’s estimates, assumptions and judgments pertaining to current and pro- spective firm-specific and market conditions and the related behaviour • 184 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements of our clients and counterparties. We measure and manage our liquid- ity position from three risk perspectives: • Structural liquidity risk, which addresses the risk due to mis- matches in effective maturities between assets and liabilities, more specifically the risk of over-reliance on short-term liabilities to fund longer-term illiquid assets; Tactical liquidity risk, which addresses our normal day-to-day funding requirements that are managed by imposing prudential limits on net fund outflows in Canadian dollar and foreign currencies for key short-term time horizons (overnight to nine weeks), as well as on our pledging activities that are subject to an enterprise-wide framework that assigns a risk-adjusted limit to our aggregate pledging exposure and individual limits by types of pledging activities; and Contingent liquidity risk, which assesses the impact of and our intended responses to sudden stressful events. • Objectives, policies and processes Our liquidity and funding management framework is designed to ensure that adequate sources of reliable and cost-effective cash or its equivalents are continually available to satisfy our current and prospective financial commitments under normal and contemplated stress conditions. To achieve this objective, we are dedicated to the preservation of the following key liquidity and funding risk mitigation strategies: • • A large base of core client deposits; Continual access to diversified sources of wholesale funding, including demonstrated capacities to monetize specific asset classes; and A comprehensive and enterprise-wide liquidity contingency plan supported by an earmarked pool of unencumbered marketable securities (referred to as “contingency liquidity assets”) that provide assured access to cash in a crisis. • Our liquidity and funding management practices and processes reinforce these risk mitigation strategies by assigning prudential limits or targets to metrics associated with these activities and regularly measuring and monitoring various sources of liquidity risk under both normal and stressed market conditions. We monitor and man- age our liquidity position on a consolidated basis and consider legal, regulatory, tax, operational and any other applicable restrictions when analyzing our ability to lend or borrow funds between branches, branches and subsidiaries, and subsidiaries. In response to deteriorat- ing macroeconomic and financial market conditions, we have taken steps to further conserve funding and manage the composition of our balance sheet. This includes selectively reducing trading inventories, enhancing the liquidity of our balance sheet and evaluating various newly announced public sector funding programs in different jurisdic- tions to determine our eligibility and, as applicable, our interest. The Board of Directors is responsible for oversight of our liquidity and funding management framework, which is developed and implemented by senior management. • The Audit Committee and the CR&RPC approve our liquidity and funding management framework. The Audit Committee approves our liquidity risk policy, pledging framework, and liquidity contin- gency plan and establishes broad liquidity risk tolerance levels, and the Board of Directors is informed on a periodic basis about our current and prospective liquidity condition. GRC and ALCO share management oversight responsi bility for liquidity and funding policies and receive regular reports detail- ing compliance with key limits and guidelines. Corporate Treasury has global responsibility for the development of liquidity and funding management policies, strategies and contingency plans and for recommending and monitoring limits within the framework. Treasury departments of business segments and key subsidiaries execute transactions in line with liquidity management policies and strategies. • • • • Subsidiaries are responsible for managing their own liquidity in compliance with policies and practices established under advice and counsel by Corporate Treasury and within governing regulatory requirements. In managing liquidity risk, we favour a centralized management approach so that funding and operational efficiencies can be maxi- mized. We also believe that this approach results in more co-ordinated and effective measurement and oversight. However, market, regula- tory, tax and organizational considerations influence the extent to which we can be fully centralized. Our principal liquidity and funding policies are reviewed and approved annually by ALCO, GRC and the Board of Directors. These broad policies establish risk tolerance parameters and authorize senior management committees or Corporate Treasury to approve more detailed policies and limits related to specific measures, businesses and products. These policies and procedures govern management, measurement and reporting requirements and define approved liquidity and funding limits. Targets for our structural liquidity position are approved at least annually and monitored quarterly. With respect to net short-term funding requirements, limits are monitored daily or weekly, depending on the materiality of each RBC reporting entity to ensure compliance. The prescribed treatment of cash flow assets and liabilities under varying conditions is reviewed periodically by Corporate Treasury with GRM and the business to determine if they remain valid or changes to assumptions and limits are required in light of internal or external developments. Through this type of process, we ensure that a close link is maintained between the management of liquidity and funding risk and market liquidity risk. As a result of global market volatility during the last year, we have modified the liquidity treatment of cer- tain asset classes, including auction rate securities and asset-backed securities, based on our expectations of market liquidity for these products. Some limits have been revised to take into consideration the results of updated stress tests during this period of market volatility. Our liquidity and funding risk objectives, policies and methodologies have not changed materially from 2007. However, certain limits and strategies have been revised as a result of the market conditions. Credit ratings The following table presents our major credit ratings as at December 4, 2008. As at December 4, 2008 (1) Moody’s (2) S&P (3) Fitch DBRS Short-term debt Senior long- term debt P-1 A-1+ F1+ R-1(high) Aaa AA- AA AA Outlook negative stable stable stable (1) (2) (3) Credit ratings are not recommendations to purchase, sell or hold our securities as they do not comment on market price or suitability for a particular investor. Ratings are subject to revision or withdrawal at any time by the rating organization. In November 2008, Moody’s revised our rating outlook from stable to negative. In May 2008, S&P revised our rating outlook from positive to stable. Contractual obligations In the normal course of business, we enter into contracts that give rise to commitments of future minimum payments that affect our liquidity. Depending on the nature of these commitments, the obligations may be recorded on- and off-balance sheet. The following table provides a summary of our primary future contractual funding commitments. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 185 Note 29 Nature and extent of risks arising from financial instruments (continued) Unsecured long-term funding Covered bonds Subordinated debentures Obligations under leases (2) Within 1 year 1 to 3 years 3 to 5 years Over 5 years Total 2008 (1) 2007 (1) Total $ 11,906 205 278 550 $ 26,676 – – 884 $ 14,237 3,103 – 633 $ 5,796 1,940 7,980 1,129 $ 58,615 5,248 8,258 3,196 $ 49,131 – 6,343 3,161 $ 12,939 $ 27,560 $ 17,973 $ 16,845 $ 75,317 $ 58,635 (1) (2) The amounts presented exclude accrued interest except for the category “Within 1 year.” Substantially all of our lease commitments are operating. Note 30 Capital management Regulatory capital and capital ratios Capital levels for Canadian banks are regulated pursuant to guide- lines issued by OSFI, based on standards issued by the Bank for International Settlements, Basel Committee of Banking Supervisors. Regulatory capital is allocated to two tiers: Tier 1 and Tier 2. Tier 1 cap- ital comprises the more permanent components of capital and consists primarily of common shareholders’ equity, non-cumulative preferred shares (the majority of which do not have conversion features into common shares) and the eligible amount of innovative capital instru- ments. In addition, goodwill and other items prescribed by OSFI are deducted from Tier 1 capital. Tier 2 capital consists mainly of subor- dinated debentures, trust subordinated notes, the eligible amount of innovative capital instruments that could not be included in Tier 1 capital, and an eligible portion of the total general allowance for credit losses, less OSFI-prescribed deductions. Total capital is defined as the sum of Tier 1 and Tier 2 capital. Regulatory capital ratios are calculated by dividing Tier 1 and Total capital by risk-adjusted assets (RAA). OSFI requires banks to Regulatory capital and capital ratios Capital Tier 1 capital Total capital Risk-adjusted assets Credit risk Market risk Operational risk Total risk-adjusted assets Capital ratios Tier 1 capital Total capital Assets-to-capital multiple meet minimum risk-based capital requirements for exposures to credit risk, operational risk, and where they have significant trading activity, market risk. RAA is calculated for each of these risk types and added together to determine total RAA . In addition, OSFI formally establishes risk-based capital targets for deposit-taking institutions in Canada. These targets are currently a Tier 1 capital ratio of 7% and a Total capital ratio of 10%. In addition to the Tier 1 and Total capital ratios, Canadian banks are required to ensure that their assets-to-capital multiple, which is calculated by dividing gross adjusted assets by Total capital, does not exceed a maximum level prescribed by OSFI. Our assets-to-capital multiple remains below the maximum prescribed by OSFI. Our regulatory capital ratios for 2008 have been calculated using Basel II, which is required to be applied only on a prospective basis. The differences between Basel I and Basel II make it difficult to mean- ingfully compare the ratios to those as at October 31, 2007. Basel II Basel I 2007 2008 $ 25,173 30,830 $ 23,383 28,571 $ 229,537 17,220 31,822 $ 231,302 16,333 – $ 278,579 $ 247,635 9.0% 11.1% 20.1X 9.4% 11.5% 19.9X 186 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles Our Consolidated Financial Statements are prepared in accordance with Subsection 308 of the Act , which states that except as otherwise speci- fied by OSFI, our Consolidated Financial Statements are to be prepared in accordance with Canadian GAAP. As required by the U.S. Securities and Exchange Commission (SEC), material differences between Canadian and U.S. GAAP are quantified and described below. Condensed Consolidated Balance Sheets Assets 2008 2007 Canadian GAAP Differences U.S. GAAP Canadian GAAP Differences U.S. GAAP Cash and due from banks $ 11,086 $ (133) $ 10,953 $ 4,226 $ (78) $ 4,148 Interest-bearing deposits with banks 20,041 (5,017) 15,024 11,881 (4,436) 7,445 Securities (1) Trading Available-for-sale Assets purchased under reverse repurchase agreements and securities borrowed Loans (net of allowance for loan losses) Other Customers’ liability under acceptances Derivatives Premises and equipment, net Goodwill Other intangibles Reinsurance recoverables Separate account assets Other assets Liabilities and shareholders’ equity 122,508 48,626 171,134 44,818 289,540 11,285 136,134 3,260 9,977 1,253 – – 25,331 (2,388) 6,176 120,120 54,802 147,485 30,770 (4,490) 5,468 142,995 36,238 3,788 174,922 178,255 978 179,233 (3,086) 41,732 64,313 (2,263) 62,050 (2,638) 286,902 237,936 (2,188) 235,748 – (345) (141) (65) (161) 1,260 81 25,684 11,285 135,789 3,119 9,912 1,092 1,260 81 51,015 11,786 66,585 2,131 4,752 628 – – 17,853 – (295) (102) (61) (180) 1,140 114 30,590 11,786 66,290 2,029 4,691 448 1,140 114 48,443 187,240 26,313 213,553 103,735 31,206 134,941 $ 723,859 $ 19,227 $ 743,086 $ 600,346 $ 23,219 $ 623,565 Deposits $ 438,575 $ (16,040) $ 422,535 $ 365,205 $ (12,276) $ 352,929 Other Acceptances Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Derivatives Insurance claims and policy benefit liabilities Separate account liabilities Other liabilities 11,285 27,507 32,053 128,705 7,385 – 35,689 – 1,787 11,285 29,294 11,786 44,689 – 829 11,786 45,518 (1,135) (346) 3,720 81 31,739 30,918 128,359 11,105 81 67,428 37,033 72,010 7,283 – 28,483 (1,290) (312) 2,530 114 33,712 35,743 71,698 9,813 114 62,195 242,624 35,846 278,470 201,284 35,583 236,867 Subordinated debentures Trust capital securities Preferred share liabilities 8,131 1,400 – 41 8,172 (1,400) – – – Non-controlling interest in subsidiaries 2,371 1,396 3,767 6,235 1,400 300 1,483 6 6,241 (1,400) (300) 1,405 – – 2,888 Shareholders’ equity (2) 30,758 (616) 30,142 24,439 201 24,640 (1) (2) On October 1, 2008, we reclassified $3,476 million of securities from Trading to Available-for-sale. Refer to the Reclassification of securities section later in this note. Included in our consolidated earnings as at October 31, 2008 was $538 million (2007 – $407 million) of undistributed earnings of our joint ventures and investments accounted for using the equity method under U.S. GAAP. $ 723,859 $ 19,227 $ 743,086 $ 600,346 $ 23,219 $ 623,565 Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 187 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) Condensed Consolidated Statements of Income Net income from continuing operations, Canadian GAAP Differences: Net interest income Derivative instruments and hedging activities Joint ventures Liabilities and equity Other Non-interest income Insurance accounting Derivative instruments and hedging activities Reclassification of securities Application of the fair value option Variable interest entities Limited partnerships Joint ventures Reclassification of foreign currency translation Other Provision for (recovery of) credit losses Joint ventures Other Insurance policyholder benefits, claims and acquisition expense Insurance accounting Non-interest expense Stock appreciation rights Insurance accounting Joint ventures Variable interest entities Other Income taxes and net difference in income taxes due to the above items Non-controlling interest in net income of subsidiaries Variable interest entities Joint ventures Liabilities and equity Net income from continuing operations, U.S. GAAP Net loss from discontinued operations, Canadian GAAP (1) Difference – Other Net loss from discontinued operations, U.S. GAAP (1) Net income, U.S. GAAP Basic earnings per share (2) Canadian GAAP U.S. GAAP Basic earnings per share from continuing operations Canadian GAAP U.S. GAAP Basic earnings (loss) per share from discontinued operations (1) Canadian GAAP U.S. GAAP Diluted earnings per share (2) Canadian GAAP U.S. GAAP Diluted earnings per share from continuing operations Canadian GAAP U.S. GAAP Diluted earnings (loss) per share from discontinued operations (1) Canadian GAAP U.S. GAAP 2008 2007 2006 $ 4,555 $ 5,492 $ 4,757 (10) (165) 112 (12) 289 (107) (379) (127) – (17) (681) (3) (17) 3 (44) (368) (13) 72 724 – 17 342 – 5 (101) 4,075 – – – 4,075 3.41 3.03 3.41 3.03 – – 3.38 3.00 3.38 3.00 – – (17) (115) 115 – – (202) 56 8 1 4 60 (650) (41) (31) 4 (8) 137 11 69 653 2 31 66 (6) 3 (101) 5,541 – – – 5,541 4.24 4.26 4.24 4.26 – – 4.19 4.21 4.19 4.21 – – $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ (22) (75) 115 (544) (31) 14 – (10) (3) (458) (4) (29) 2 – 471 16 75 440 2 29 95 8 3 (101) 4,750 (29) – (29) 4,721 3.65 3.62 3.67 3.64 (.02) (.02) 3.59 3.57 3.61 3.59 (.02) (.02) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ (1) (2) Discontinued operations relate to the sale of RBC Mortgage Company in 2005. The impact of calculating earnings per share using the two-class method reduced U.S. GAAP basic and diluted earnings per share for all periods presented by less than one cent. Please refer to material differences between Canadian and U.S. GAAP for details of this two-class method. 188 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Condensed Consolidated Statements of Cash Flows (1) Cash flows from (used in) operating activities, Canadian GAAP U.S. GAAP adjustment for net income Adjustments to determine net cash from (used in) operating activities Provision for credit losses Depreciation Future income taxes Amortization of other intangibles Gain on sale of available-for-sale securities Writedown of available-for-sale securities Changes in operating assets and liabilities Insurance claims and policy benefit liabilities Net change in accrued interest receivable and payable Current income taxes Derivative assets Derivative liabilities Trading securities Reinsurance recoverable Net change in brokers and dealers receivable and payable Other Net cash from (used in) operating activities, U.S. GAAP Cash flows used in investing activities, Canadian GAAP Change in interest-bearing deposits with banks Change in loans, net of loan securitizations Proceeds from sale of available-for-sale securities Proceeds from sale of investment securities Proceeds from maturity of available-for-sale securities Proceeds from maturity of investment securities Purchases of available-for-sale securities Purchases of investment securities Net acquisitions of premises and equipment Change in assets purchased under reverse repurchase agreements and securities borrowed Net cash used in investing activities, U.S. GAAP Cash flows from financing activities, Canadian GAAP Change in deposits Change in deposits – Canada Change in deposits – International Issue of preferred shares Redemption of preferred shares for cancellation Issuance costs Issue of common shares Purchase of treasury shares Sales of treasury shares Dividends paid Change in obligations related to assets sold under repurchase agreements and securities loaned Dividends/distributions paid by subsidiaries to non-controlling interests Change in obligations related to securities sold short 2008 2007 2006 $ 11,432 (480) $ 22,503 49 $ (14,298) (8) 41 (26) (43) (27) (9) 15 1,190 – (219) 50 (34) (6,087) (120) 3,050 342 4 (24) (416) (26) (14) – (156) 293 64 1,012 (624) (2,102) 42 344 184 (2) (20) 271 (20) – – 43 (120) – 440 (267) (695) 8 3,872 2,430 9,075 21,133 (8,366) (44,653) 581 443 4,057 – 678 – (1,586) – 65 823 (39,720) 213 2,084 4,773 – 1,185 – (5,960) 40 115 – (43,933) 4,191 1,050 14,727 (14,709) 28,185 (28,203) (38,383) 38,474 73 2,148 (39,592) (37,270) (36,380) 39,198 (61,271) 6,562 50,945 (5) 7 5 1 – – (14) 155 (102) 958 17,374 (17,831) (2,792) 17,813 (16) 5 11 (1) (1) 3 (15) (149) (101) 2,017 57,711 (36,663) (299) 27,468 (7) – 7 1 (2) – (13) (1,141) (102) (2,835) Net cash from financing activities, U.S. GAAP $ 36,439 $ 16,317 $ 44,125 Effect of exchange rate changes on cash and due from banks Net change in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year, U.S. GAAP (1) We did not have any discontinued operations during 2008 and 2007. Accumulated other comprehensive (loss), net of taxes (1) $ $ 883 $ (332) $ (80) 6,805 4,148 $ 10,953 (152) 4,300 4,148 $ $ (701) 5,001 4,300 $ $ 2008 2007 2006 (1) Canadian GAAP Differences U.S. GAAP Canadian GAAP Differences U.S. GAAP U.S. GAAP Transition adjustment Unrealized gains and losses on available-for-sale securities Unrealized foreign currency translation gains and losses, net of hedging activities Gains and losses on derivatives designated as cash flow hedges Additional pension obligation $ (45) $ (1,068) (802) (443) – 45 57 45 $ – (1,011) $ (45) $ (65) 45 133 $ – 68 $ – 191 (757) (3,207) (4) (3,211) (2,000) (86) (523) (529) (523) 111 – (91) (541) 20 (541) (52) (62) Accumulated other comprehensive (loss), net of income taxes $ (2,358) $ (462) $ (2,820) $ (3,206) $ (458) $ (3,664) $ (1,923) (1) The concept of AOCI was introduced under Canadian GAAP upon the adoption of Section 1530 on November 1, 2006 . Accordingly, there is no reconciliation for the prior periods presented. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 189 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) Consolidated Statements of Comprehensive Income Net income Other comprehensive income, net of taxes Net unrealized (losses) gains on available-for-sale securities, net of reclassification adjustments Unrealized foreign currency translation gains (losses) Reclassification of (gains) losses on foreign currency translation to income Net foreign currency translation (losses) gains from hedging activities Net (losses) gains on derivatives designated as cash flow hedges Reclassification of losses on derivatives designated as cash flow hedges to income Additional pension obligation 2008 2007 2006 (1) Canadian GAAP Differences U.S. GAAP Canadian GAAP Differences U.S. GAAP U.S. GAAP $ 4,555 $ (480) $ 4,075 $ 5,492 $ 49 $ 5,541 $ 4,721 (1,003) 5,080 (76) 46 (1,079) 5,126 (65) (2,965) (3) (2,672) (603) 49 – 3 – – 5 18 – (42) (2,672) 1,804 (603) 54 18 80 31 – (58) (49) 41 – 1 (5) 50 (123) (3,014) 108 (507) (1) 6 1,804 81 26 50 269 (35) 148 251 Total comprehensive income $ 5,403 $ (484) $ 4,919 $ 4,335 $ 29 $ 4,364 $ 4,961 Income taxes (recovery) deducted from the above items: Net unrealized (losses) gains on available-for-sale securities Net foreign currency translation (losses) gains from hedging activities Net (losses) gains on derivatives designated as cash flow hedges Reclassification of losses on derivatives designated as cash flow hedges to income Additional pension obligation $ (577) $ 64 $ (513) $ (11) $ (37) $ (48) $ 57 (1,361) (304) 23 – – – 3 9 (1,361) 911 (304) 26 9 43 16 – – – (3) 27 911 43 13 27 130 (15) 75 134 Total income taxes (recovery) $ (2,219) $ 76 $ (2,143) $ 959 $ (13) $ 946 $ 381 (1) A new Consolidated Statement of Comprehensive Income was introduced under Canadian GAAP upon adoption of Section 1530 on November 1, 2006. Accordingly, there is no reconciliation for the prior periods presented. Material balance sheet reconciling items The following tables present the increases or (decreases) in assets, liabilities and shareholders’ equity by material differences between Canadian and U.S. GAAP. 2008 s e r u t n e v t n i o J $ $ $ (133) (5,017) (1,460) Assets Cash and due from banks Interest-bearing deposits with banks Securities Assets purchased under reverse repurchase agreements and securities borrowed Loans Other assets Liabilities and shareholders’ equity Deposits $ (16,124) Other liabilities (2,061) $ Subordinated debentures – $ Trust capital securities – $ Preferred share liabilities – $ Non-controlling interest in subsidiaries $ (38) Shareholders’ equity – $ (3,085) (2,635) (5,893) $ $ $ g n i t n u o c c a e c n a r u s n I – – – f o n o i t a c fi i s s a l c e R s e i t i r u c e s – – (940) – – 3,538 – 3,801 – – – – (263) – – 1,023 – – – – – – 83 r i a f e h t f o n o i t a c i l p p A n o i t p o e u l a v – – – (1) (3) 51 91 1 41 – – – (86) s p i h s r e n t r a p d e t i m i L – – (240) – – 280 – – – – – – 40 n o i t a i c e r p p a k c o t S s t h g i r – – – – – (19) – (46) – – – – 27 - t s o p r e h t o d n a n o i s n e P s t fi e n e b t n e m y o l p m e g n i t n u o c c a e t a d e d a r T – – – – – 6,427 l a r e t a l l o c h s a c - n o N – – – – – – – (256) 14,108 – – 13,360 y t i u q e d n a s e i t i l i b a i L – – – – – – – (34) – (1,400) – 1,434 – – 267 – – – – (523) – 20,535 – – – – – – 13,360 – – – – – d n a s t n e m u r t s n i e v i t a v i r e D t e s f f o f o t h g R i – – – – – – – – – – – – – r o f d l e h s n a o l , t n e m t s u j d a s m e t i r o n m i r e h t o d n a e l a s n o i t a l s n a r t e v i t a l u m u C l a t o T – $ (133) – $ (5,017) 1 $ 3,788 – $ (3,086) – $ (2,638) 122 $ 26,313 (4) $ (16,040) 23 $ 35,846 – $ 41 – $ (1,400) – $ – – $ 1,396 (616) 104 $ s e i t i v i t c a g n i g d e h – – – – – (1) (3) – – – – – 2 190 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements 2007 s e r u t n e v t n i o J $ $ $ (78) (4,436) (375) Assets Cash and due from banks Interest-bearing deposits with banks Securities Assets purchased under reverse repurchase agreements and securities borrowed Loans Other assets Liabilities and shareholders’ equity $ (12,277) Deposits (2,594) $ Other liabilities – $ Subordinated debentures – $ Trust capital securities – Preferred share liabilities $ (29) Non-controlling interest in subsidiaries $ – $ Shareholders’ equity (2,262) (2,931) (4,818) $ $ $ g n i t n u o c c a e c n a r u s n I – – – – – 2,967 – 2,728 – – – – 239 f o n o i t a c fi i s s a l c e R s e i t i r u c e s – – (875) – – 870 – – – – – – (5) r i a f e h t f o n o i t a c i l p p A n o i t p o e u a v l – – – (1) (18) 3 13 (14) 6 – – – (21) s p i h s r e n t r a p d e t i m i L – – (195) – – 220 – – – – – – 25 n o i t a i c e r p p a k c o t S s t h g i r – – – – – (23) – (60) – – – – 37 - t s o p r e h t o d n a n o i s n e P s t fi e n e b t n e m y o l p m e g n i t n u o c c a e t a d e d a r T – – – – – 2,422 l a r e t a l l o c h s a c - n o N – – – – – – – (202) 13,995 – – 18,106 y t i u q e d n a s e i t i l i b a i L – – – – – – – (34) – (1,400) (300) 1,434 300 – 339 – – – – (541) – 16,417 – – – – – – 18,106 – – – – – d n a s t n e m u r t s n i e v i t a v i r e D t e s f f o f o t h g R i – – – – 717 – – 717 – – – – – r o f d l e h s n a o l , t n e m t s u d a j s m e t i r o n m i r e h t o d n a e l a s n o i t a l s n a r t e v i t a l u m u C l a t o T – $ (78) – $ (4,436) 978 1 $ – $ (2,263) 44 $ (2,188) 90 $ 31,206 (4) $ (12,276) (24) $ 35,583 – $ 6 – $ (1,400) – $ (300) – $ 1,405 201 163 $ s e i t i v i t c a g n i g d e h – – – – – (2) (8) 2 – – – – 4 Material differences between Canadian and U.S. GAAP No. Item U.S. GAAP Canadian GAAP 1 Joint ventures Investments in joint ventures other than VIEs are accounted for using the equity method. Investments in joint ventures other than VIEs are proportion- ately consolidated. 2 Insurance accounting Classification of securities: Fixed income and equity invest- ments are included in available-for-sale securities and are carried at estimated fair value. Unrealized gains and losses, net of income taxes, are reported in AOCI within Shareholders’ equity. Realized gains and losses are included in Non-interest income when realized. Insurance claims and policy benefit liabilities: Liabilities for life insurance contracts, except universal life and investment- type contracts, are determined using the net level premium method, which includes assumptions for mortality, morbidity, policy lapses, surrenders, investment yields, policy dividends and direct operating expenses. These assumptions are not revised unless it is determined that existing deferred acquisition costs cannot be recovered. For universal life and investment-type contracts, liabilities represent policyholder account balances and include a net level premium reserve for some contracts. The account balances represent an accumu- lation of gross deposits received plus credited interest less withdrawals, expenses and mortality charges. Underlying reserve assumptions of these contracts are subject to review at least annually. Property and casualty claim liabilities represent the estimated amounts required to settle all unpaid claims, and are recorded on an undiscounted basis. Insurance revenue: Amounts received for universal life and other investment-type contracts are not included as revenue, but are reported as deposits to policyholders’ account balances in Insurance claims and policy benefit liabilities. Revenue from these contracts are limited to amounts assessed against policyholders’ account balances for mortality, policy administration and surrender charges, and are included in Non-interest income when earned. Payments upon maturity or surrender are reflected as reductions in the Insurance claims and policy benefit liabilities. Classification of securities: Fixed income and equity invest- ments are classified as available-for-sale securities except for those supporting the policy benefit liabilities of life and health insurance contracts and a portion of property and casualty contracts which are designated as held- for-trading using the fair value option. Available-for-sale and held-for-trading securities are carried at fair value, however, the unrealized gains and losses for available-for- sale securities are reported in AOCI, net of taxes, whereas held-for-trading investments, which are designated using the fair value option, are reported in net income. (Refer to Item No. 4 below.) Insurance claims and policy benefit liabilities: Liabilities for life insurance contracts are determined using the Canadian Asset Liability Method, which incorporates assumptions for mortality, morbidity, policy lapses, surrenders, investment yields, policy dividends and main- tenance expenses. To recognize the uncertainty in the assumptions underlying the calculation of the liabilities, a margin provision for adverse deviations is added to each assumption. These assumptions are reviewed at least annually and updated in response to actual experience and market conditions. Property and casualty claim liabili- ties represent the estimated amounts required to settle all unpaid claims, and are recorded on a discounted basis. Insurance revenue: Premiums for universal life and other investment-type contracts are recorded as Non-interest income, and a liability for future policy benefits is estab- lished as a charge to Insurance policyholder benefits, claims and acquisition expense. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 191 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) Material differences between Canadian and U.S. GAAP (continued) No. Item U.S. GAAP Canadian GAAP 2 Insurance accounting (continued) 3 Reclassification of securities Policy acquisition costs: Acquisition costs are deferred in Other assets. The amortization method of the acquisition costs is dependent on the product to which the costs are related. For long-duration contracts, they are amortized in proportion to premium revenue. For universal life and invest- ment-type contracts, amortization is based on a constant percentage of estimated gross profits. Value of business acquired: The value of business acquired (VOBA) is determined at the acquisition date and recorded as an asset. The VOBA asset is amortized and charged to income using the same methodologies used for policy acquisition cost amortization but reflects premiums or profit margins after the date of acquisition only. Reinsurance: Reinsurance recoverables are recorded as an asset on our Consolidated Balance Sheets. Policy acquisition costs: The costs of acquiring new life insurance and annuity business are implicitly recognized as a reduction in Insurance claims and policy benefit liabilities. Value of business acquired: The value of life insurance in-force policies acquired in a business combination is implicitly recognized as a reduction in policy benefit liabilities. Reinsurance: Reinsurance recoverables of life insurance business related to the risks ceded to other insurance or reinsurance companies are recorded as an offset to Insurance claims and policy benefit liabilities. Separate accounts: Separate accounts are recognized on our Consolidated Balance Sheets. Separate accounts: Assets and liabilities of separate accounts (known as segregated funds in Canada) are not recognized on our Consolidated Balance Sheets. Differences relating to pre-November 1, 2006 period: Securities are classified as trading account or available-for- sale, and are carried on our Consolidated Balance Sheets at their estimated fair value. The net unrealized gain (loss) on available-for-sale securities, net of related income taxes, is reported in AOCI within Shareholders’ equity except where the available-for-sale securities qualify as hedged items in fair value hedges. These hedged unrealized gains (losses) are recorded in Non-interest income where they are generally offset by the changes in fair value of the hedging derivatives. Writedowns to reflect other-than-temporary impairment in the value of available-for-sale securities are included in Non- interest income. Differences relating to pre-November 1, 2006 period: Prior to November 1, 2006, securities were classified as Trading account (carried at estimated fair value), Investment account (carried at amortized cost) or Loan substitute. Writedowns to reflect other-than-temporary impairments in the value of Investment account securities were included in Non-interest income. Loan substitute securities were accorded the accounting treatment applicable to loans and, if required, were reduced by an allowance. Differences in presentation on the balance sheet: Certain investments in private equities measured at cost are included in Other assets. Differences in presentation on the balance sheet: Investments are measured at cost and presented under Securities. Differences in classification of securities: Certain MBS, where management intends to sell them in the near term, are classi- fied as Available-for-sale. Differences in classification of securities: These are classified as held-for-trading. Differences in securities reclassified as a result of the current economic environment: For purposes of our U.S. GAAP results, we reclassified certain securities from held-for-trading to available-for-sale effective October 1, 2008. In addition, the U.S. Municipal guaranteed investment contracts and U.S. mort- gage-backed securities reclassified under Canadian GAAP were not reclassified under U.S. GAAP because the entities which hold those securities are prohibited from classifying securities as available-for-sale. The fair value of the securities reclassified on October 1, 2008 was $3,476 million. Differences in securities reclassified as a result of the current economic environment: As discussed in Note 3, in accordance with Canadian GAAP, we reclassified certain securities from trading to available-for-sale as of August 1, 2008. 4 Application of the fair value option Effective November 1, 2006, U.S. GAAP allowed the follow- ing financial instruments to be measured at fair value with changes in fair value to be recognized in net income: (i) any hybrid financial instrument that contains an embedded deriva- tive that requires bifurcation at its fair value; and (ii) servicing rights. The ability to measure the entire hybrid financial As described in Note 1, effective November 1, 2006, any financial instrument can be designated as held-for-trading on its initial recognition (fair value option) (subject to cer- tain restrictions imposed by OSFI), provided the fair value of the instrument is reliably measurable, whereas under U.S. GAAP, the use of the fair value option is available only 192 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Material differences between Canadian and U.S. GAAP (continued) No. Item U.S. GAAP Canadian GAAP 4 Application of the fair value option (continued) instrument at fair value eliminates the requirement to bifurcate the embedded derivative, whereas the remeasure- ment of servicing rights at fair value through net income eliminates the accounting mismatch between the servicing rights and the related derivatives that would otherwise result in the absence of hedge accounting. for servicing rights and certain hybrid financial instruments. The principal categories of financial instruments where we have applied the fair value option under Canadian GAAP include: (i) investments supporting the policy benefit liabilities on life and health insurance contracts issued by our insurance operations; (ii) investments used to offset exposures under derivative contracts in relation to our sales and trading activi- ties; (iii) certain loans to customers whose related hedging derivatives are measured at fair value; (iv) assets sold or pur- chased under repurchase or reverse repurchase agreements that form part of our trading portfolio which is managed and evaluated on a fair value basis; (v) deposits and structured notes with embedded derivatives that are not closely related to the host contracts; and (vi) certain deposits to offset the impact of related hedging derivatives measured at fair value. Financial instruments designated as held-for-trading using the fair value option are recorded at fair value and any gain or loss arising due to changes in fair value are included in net income. 5 Limited partnerships The equity method is used to account for investments in lim- ited partnerships that are non-VIEs or unconsolidated VIEs, if we own at least 3% of the total ownership interest. We use the equity method to account for investments in limited partnerships that are non-VIEs or unconsolidated VIEs, if we have the ability to exercise significant influence, generally indicated by an ownership interest of 20% or more. For stock options granted with SARs, a liability is recorded for the potential cash payments to participants and compen- sation expense is measured assuming that all participants will exercise SARs. 6 Stock appreciation rights (SARs) Between November 29, 1999, and June 5, 2001, options granted under the employee stock option plan were accom- panied by tandem SARs, whereby participants could choose to exercise a SAR instead of the corresponding option. In such cases, the participants would receive a cash payment equal to the difference between the closing price of our common shares on the day immediately preceding the day of exercise and the exercise price of the option. Compensation expense would be measured using estimates based on past experience of partici- pants exercising SARs rather than the corresponding options. On November 1, 2005, we adopted FASB Statement No. 123 (revised 2004) Share-Based Payment (FAS 123(R)), and its related FASB Staff Positions (FSPs) prospectively for new awards and the unvested portion of existing awards. FAS 123(R) requires that the compensation expense asso- ciated with these awards should be measured assuming that all participants will exercise SARs. Under the transition guidelines of the new standard, the requirements of the FAS 123(R) are applicable to awards granted after the adop- tion of the new standard. Since these SARs were awarded prior to adoption of the FAS 123(R), they continue to be accounted for under the previous accounting standard. 7 Liabilities and equity Shares issued with conversion or conditional redemption features are classified as equity. Shares that are mandatorily redeemable because there is an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets upon a specified date or upon an event that is certain to occur are classified as liabilities. Financial instruments that can be settled by a variable number of our common shares upon their conversion by the holder are classified as liabilities under Canadian GAAP. As a result, certain of our preferred shares and RBC TruCS are classified as liabilities. Dividends and yield distributions on these instruments are included in Interest expense in our Consolidated Statements of Income. 8 Pension and other post- employment benefits On October 31, 2007, we adopted the recognition require- ments of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R) (FAS 158), which require an entity to: (i) recognize the funded status of a benefit plan on the balance sheet; and (ii) recognize in OCI the existing unrecognized net actuarial gains and losses, prior service costs and credits, and net transitional assets or obligations. FAS 158 requires an entity to measure defined benefit plan assets and obligations as at the year-end date; this measurement requirement will be Canadian GAAP does not have the same requirements as FAS 158. For a defined benefit plan, the plan assets and the benefit obligations may be measured as of a date not more than three months prior to the year-end. We measure our benefit obligations and pension plan assets as at September 30 each year. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 193 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) Material differences between Canadian and U.S. GAAP (continued) No. Item U.S. GAAP Canadian GAAP 8 Pension and other post- employment benefits (continued) effective for us prospectively at the end of 2009. The impact of adopting FAS 158 is disclosed in the Pensions and other post-employment benefits section presented later in this note. Prior to 2007, for defined benefit pension plans, an unfunded accumulated benefit obligation was recorded as an additional minimum pension liability, an intangible asset was recorded up to the amount of unrecognized prior service cost, and the excess of unfunded accumulated benefit obligation over unrecognized prior service cost was recorded as a reduction in Other comprehensive income. 9 Trade date accounting For securities transactions, trade date basis of accounting is used for both our Consolidated Balance Sheets and our Consolidated Statements of Income. For securities transactions, settlement date basis of accounting is used for our Consolidated Balance Sheets whereas trade date basis of accounting is used for our Consolidated Statements of Income. 10 Non-cash collateral Non-cash collateral received in securities lending transactions is recorded on our Consolidated Balance Sheets as an asset and a corresponding obligation to return it is recorded as a liability, if we have the ability to sell or repledge it. Non-cash collateral received in securities lending transactions is not recognized on our Consolidated Balance Sheets. 11 Right of offset When financial assets and liabilities are subject to a legally enforceable right of offset and we intend to settle these assets and liabilities with the same party either on a net basis or simultaneously, the financial assets and liabilities may be presented on a net basis. Net presentation of financial assets and liabilities is required when the same criteria under U.S. GAAP are met. In addition, the netting criteria may be applied to a tri-party transaction. 12 Derivative instruments and hedging activities Non-derivative hedging instrument: Certain foreign currency- denominated available-for-sale assets have been hedged against foreign currency-denominated deposits. In order to qualify for hedge accounting under U.S. GAAP, the hedging instrument should be a derivative, unless it is a hedge of a foreign exchange exposure of a net investment in a self- sustaining foreign operation or it relates to unrecognized firm commitments. Accordingly, the change in fair value of the avail- able-for-sale assets including the foreign exchange gain or loss is recognized in AOCI, whereas the change in translation gain or loss on the foreign currency-denominated deposits is recorded in net income resulting in a mismatch. Differences relating to pre-November 1, 2006 period: All deriva- tives are recorded on our Consolidated Balance Sheets at fair value, including certain derivatives embedded within hybrid instruments. For derivatives that do not qualify for hedge accounting, changes in their fair value are recorded in Non- interest income. For derivatives that are designated and qualify as cash flow hedges, changes in fair value related to the effective portion of the hedge are recorded in AOCI within Shareholders’ equity, and will be subsequently recognized in Net interest income in the same period when the cash flow of the hedged item affects earnings. The ineffective portion of the hedge is reported in Non-interest income. For derivatives that are desig- nated and qualify as fair value hedges, the carrying amount of the hedged item is adjusted by gains or losses attributable to the hedged risk and recorded in Non-interest income. This change in fair value of the hedged item is generally offset by changes in the fair value of the derivative. Non-derivative hedging instrument: Under Canadian GAAP, a non-derivative hedging instrument can be used to hedge any foreign currency risk exposure. Differences relating to pre-November 1, 2006 period: Prior to November 1, 2006, derivatives embedded within hybrid instruments generally were not separately accounted for except for those related to equity-linked deposit contracts. For derivatives that did not qualify for hedge accounting, changes in their fair value were recorded in Non-interest income. Non-trading deriva- tives where hedge accounting had not been applied upon adoption of Accounting Guideline 13, Hedging Relationships, were recorded at fair value with transition gains or losses being recognized in income when the original hedged item affected Net interest income. Where derivatives had been designated and qualified as effec- tive hedges, they were accounted for on an accrual basis with gains or losses deferred and recognized over the life of the hedged assets or liabilities as adjustments to Net interest income. The ineffective portion of the hedge was not required to be recognized. Upon the adoption of Section 3855 and Section 3865 on November 1, 2006, Canadian GAAP is substan- tially harmonized with U.S. GAAP. 194 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Material differences between Canadian and U.S. GAAP (continued) No. Item U.S. GAAP Canadian GAAP 13 Two-class method of calculating earnings per share When calculating earnings per share, we are required to give effect to securities or other instruments or contracts that entitle their holders to participate in undistributed earnings when such entitlement is nondiscretionary and objectively determinable. Canadian GAAP does not have such a requirement. 14 Income taxes In addition to the tax impact of the differences outlined above, the effects of changes in tax rates on deferred income taxes are recorded when the tax rate change has been passed into law. These effects are recorded when the tax rate change has been substantively enacted. 15 Cumulative translation adjustment Foreign currency translation gains and losses relating to our self-sustaining foreign operations that have been accumu- lated in AOCI can be recognized in net income only when the foreign operation has been substantially or fully liquidated. Foreign currency translation gains and losses can be rec- ognized in net income when there is a reduction in the net investment of our foreign operations which may be even due to dividend distribution. 16 Loans held-for- sale Loans held-for-sale are recorded at the lower of cost or market value. These are measured at amortized cost. Restricted net assets Certain of our subsidiaries and joint ventures are subject to regulatory requirements of the jurisdictions in which they operate. When these sub- sidiaries and joint ventures are subject to such requirements, they may be restricted from transferring to us our share of their assets in the form of cash dividends, loans or advances. At October 31, 2008, restricted net assets of these subsidiaries were $16.3 billion (2007 – $10.3 billion). Pensions and other post-employment benefits The following information on our defined benefit plans is in addition to that disclosed in Note 20. On October 31, 2007, we adopted the recognition and disclosure provisions of FAS 158 which require the recognition of a plan’s over-funded or under-funded status as an asset or liability with an offsetting adjustment to AOCI net of tax. The adjustments to AOCI on adoption represent the net actuarial gains and losses, prior service costs or credits, and transitional assets or obligations that were previously unrecognized. These amounts will be subsequently rec- ognized as pension expense as they are amortized over the expected average remaining service life of employee groups covered by the plans. Actuarial gains and losses that arise in subsequent periods and are not recognized as pension expense in the same periods will be recognized as a component of OCI. These amounts will be subse- quently recognized as a component of pension expense on the same basis as the amounts recognized in AOCI on adoption of FAS 158. The effects of adopting the provisions of FAS 158 on our Consolidated Balance Sheets at October 31, 2007 are presented in the following table, including the effect of recognizing the additional minimum liability of $30 million prior to adopting FAS 158. Adopting FAS 158 had no impact on our Consolidated Statements of Income for any year presented. Other assets Prepaid pension benefit cost (1) Other liabilities Accrued pension and other post-employment benefit expense (2) Accumulated other comprehensive loss (3) 2007 Before application of FAS 158 Adjustments After application of FAS 158 $ 578 $ (479) $ 99 1,262 330 1,592 $ 18 $ 809 $ 827 (1) (2) (3) Includes the reversal of $12 million unrecognized prior service costs reported as intangible asset. Includes the reversal of the additional minimum liability adjustment of $30 million. Includes employee benefit plan adjustments of $549 million, net of tax, and the reversal of the additional minimum liability adjustment of $20 million, net of tax. The under-funded status of the pension plans and other post- employment plans of $355 million and $1,272 million (2007 – $52 million and $1,441 million), respectively, is recognized on our Consolidated Balance Sheets in Other liabilities. The accumulated benefit obligations for the pension plans were $5,757 million at October 31, 2008 (2007 – $6,299 million). Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 195 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) The pre-tax amounts included in AOCI are as follows: Net actuarial loss Prior service cost (benefit) Transitional (asset) obligation Pre-tax amount recognized in Accumulated other comprehensive loss (1) 2008 2007 Other post- Pension plans employment plans $ $ 761 62 (8) $ 267 (283) 1 Total 1,028 (221) (7) Other post- Pension plans employment plans $ $ 484 95 (10) $ 564 (307) 1 Total 1,048 (212) (9) $ 815 $ (15) $ 800 $ 569 $ 258 $ 827 (1) Amount recognized in AOCI, net of tax, is $523 million (2007 – $541 million). The estimated net actuarial loss and prior service cost for the pension plans that will be amortized from AOCI, on a pre-tax basis, into pension expense during 2009 are $51 million and $20 million, respec- tively, and pension expense will be reduced by $2 million relating to amortization of transitional assets. The estimated net actuarial loss and transitional obligation for the Other post-employment plans that will be amortized from AOCI, on a pre-tax basis, into pension expense during 2009 are $21 million and $nil, respectively, and pension expense will be reduced by $23 million relating to the amortization of prior service benefit. Hedging activities Upon adoption of Section 3855 and Section 3865 on November 1, 2006, Canadian GAAP is substantially harmonized with U.S. GAAP. The criteria in applying hedge accounting and the accounting for each of the permitted hedging strategies are described in Note 1. Prior to November 1, 2006, there were material differences between Canadian and U.S. GAAP and such differences are quantified as follows: Fair value hedge For the year ended October 31, 2006, the ineffective portion recog- nized in Non-interest income amounted to a net unrealized gain of $11 million. All components of each derivative’s change in fair value have been included in the assessment of fair value hedge effective- ness. We did not hedge any firm commitments for the year ended October 31, 2006. Cash flow hedge For the year ended October 31, 2006, a net unrealized gain of $1 million was recorded in OCI for the effective portion of changes in Fair value and unrealized losses position for available-for-sale securities fair value of derivatives designated as cash flow hedges. The amounts recognized in OCI are reclassified to Net interest income in the periods in which Net interest income is affected by the variability in cash flows of the hedged item. A net loss of $108 million was reclassified to Net income during the year. A net loss of $26 million deferred in AOCI as at October 31, 2006, was expected to be reclassified to Net income during the next 12 months. For the year ended October 31, 2006, a net unrealized loss of $23 million was recognized in Non-interest income for the ineffec- tive portion of cash flow hedges. All components of each derivative’s change in fair value have been included in the assessment of cash flow hedge effectiveness. We did not hedge any forecasted transactions for the year ended October 31, 2006. Hedges of net investments in foreign operations For the year ended October 31, 2006, we experienced foreign cur- rency losses of $507 million related to our net investments in foreign operations, which were offset by gains of $269 million related to derivative and non-derivative instruments designated as hedges for such foreign currency exposures. The net foreign currency gains (losses) are recorded as a component of OCI. Securities The following table represents the duration of the unrealized losses on our available-for-sale securities. Refer to Note 3 for the reasons why these securities are considered to be not other-than-temporarily impaired as at October 31, 2008. The gross unrealized losses of the available-for-sale securities under U.S. GAAP are higher than those under Canadian GAAP as disclosed in Note 3 primarily because certain of these securities were designated as held-for-trading under Canadian GAAP using the fair value option. Canadian government debt Federal Provincial and municipal U.S. state, municipal and agencies debt Other OECD government debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses 2008 $ $ 958 883 7,180 132 2,329 4,179 5,355 1,080 – $ $ 11 72 354 3 373 345 569 230 – – 26 360 21 1,270 401 1,369 347 191 $ – 5 41 4 443 108 382 161 29 $ 958 909 7,540 153 3,599 4,580 6,724 1,427 191 11 77 395 7 816 453 951 391 29 Total temporarily impaired securities $ 22,096 $ 1,957 $ 3,985 $ 1,173 $ 26,081 $ 3,130 196 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses 2007 Canadian government debt Federal Provincial and municipal U.S. government debt Federal State, municipal and agencies Other OECD government debt Mortgage-backed securities Asset-backed securities Corporate debt and other debt Equities Loan substitute securities $ $ 1,734 390 – 388 133 1,019 877 3,322 432 216 8 5 – 2 5 16 6 85 30 4 $ $ 966 27 11 1,249 – 2,218 382 1,329 71 – $ 4 1 – 65 – 88 25 72 2 – $ 2,700 417 11 1,637 133 3,237 1,259 4,651 503 216 Total temporarily impaired securities $ 8,511 $ 161 $ 6,253 $ 257 $ 14,764 $ 12 6 – 67 5 104 31 157 32 4 418 Average assets, U.S. GAAP Canada United States Other International 2008 2007 2006 Average assets % of total average assets Average assets % of total average assets Average assets % of total average assets $ 374,121 147,835 147,049 56% 22% 22% $ 338,545 139,569 125,743 56% 23% 21% $ 297,740 119,614 104,533 $ 669,005 100% $ 603,857 100% $ 521,887 57% 23% 20% 100% Significant accounting changes Guidance on accounting for income taxes On November 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 provides specific guidance on the recognition, de-recognition, measurement and disclosure of income tax positions in financial statements, including the accrual of related interest and penalties. Under FIN 48, income tax benefits are recognized and measured based on a two-step model: (i) a tax position must be more-likely- than-not of being sustained where “more-likely-than-not” means a likelihood of more than 50%, and (ii) the benefit is measured as the dollar amount of the position that is more-likely-than-not of being realized upon ultimate settlement with a taxing authority. The differ- ence between the tax benefit recognized in accordance with the FIN 48 model and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit (UTB). A reconciliation of the change in the UTB balance (excluding any related accrual for interest) from November 1, 2007 to October 31, 2008 is as follows: Reconcilation of the change in unrecognized tax benefits Balance, November 1, 2007 Add: Increases related to positions taken during prior years Add: Increases related to positions taken during current year Add: Positions acquired or assumed in business combinations Add: Foreign exchange and other Less: Decreases related to positions taken during prior years Less: Settlements Balance, October 31, 2008 As at October 31, 2008 and November 1, 2007, the balances of our UTBs, excluding any related accrual for interest, were $858 million and $635 million, respectively, of which $827 million and $627 million, respectively, if recognized, would affect our effective tax rate. It is difficult to project how unrecognized tax benefits will change over the next 12 months. Under FIN 48, we continue our policy of accruing income-tax- related interest and penalties within income tax expense. As at October 31, 2008 and November 1, 2007, our accrual for interest and penalties that relate to income taxes, net of payments on deposit to taxing authorities, were $23 million and $27 million, respectively. There was a net decrease of $4 million in the accrual for interest and penalties during the 12 months ended October 31, 2008. The adoption of FIN 48 had no material impact on our retained earnings or goodwill as at November 1, 2007. RBC and its subsidiaries are subject to Canadian federal and pro- vincial income tax, U.S. federal, state and local income tax, and income tax in other foreign jurisdictions. The following are the major tax juris- dictions in which RBC and its subsidiaries operate and the earliest tax year subject to examination: $ $ 635 23 191 32 27 (39) (11) 858 Tax year 2004 1998 2006 Jurisdiction Canada United States United Kingdom Accounting for deferred acquisition costs for insurance operations On November 1, 2007, we adopted Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1). SOP 05-1 provides guidance on accounting for deferred acquisition costs on internal replacements of insurance and investment contracts. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract, by amendment or endorse- ment, rider to a contract, or by the election of a feature or coverage within a contract. A replacement contract that is substantially changed from the replaced contract is accounted for as an extinguishment of the replaced contract, resulting in the unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets from extinguished contracts being expensed. The adoption of Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 197 Note 31 Reconciliation of the application of Canadian and United States generally accepted accounting principles (continued) this standard did not materially impact our consolidated financial position and results of operations. Guidance for written loan commitments recorded at fair value through earnings On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings (SAB 109). It requires that the expected net future cash flows related to the associated servicing of the loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. In addition, internally developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment. SAB 109 was effective for us on February 1, 2008. The impact of adopting this SAB was not material to our consolidated financial position and results of operations. Accounting for a change or projected change in the timing of cash flows relating to income taxes generated by a leveraged lease transaction On November 1, 2007, we adopted FASB Staff Position FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction (FSP FAS 13-2), which addresses the accounting for a change or projected change in the timing of cash flows relating to income taxes generated by leveraged lease transactions. The principal provision of FSP FAS 13-2 is the requirement that a lessor recalculate the recognition of lease income when there is a change in the esti- mated timing of the cash flows relating to income taxes generated by such leveraged leases even if the total amount of income tax cash flow is not affected. The adoption of FSP FAS 13-2 resulted in a decrease to the opening balance of retained earnings as of November 1, 2007, by $21 million, net of tax, which represents a cumulative effect of a change in accounting principle, with a corresponding offset decreas- ing the net investment in leveraged leases. The charge to retained earnings will be recognized as a component of net income over the remaining lives of the respective leases. If new information becomes available in the future causing a change in assumptions relating to the amount and timing of income tax cash flows, we will then be required to perform another recalcula- tion. The effect will be reported in the results of our operations, and could, depending on the assumption that changed, result in either an increase or decrease to the net investment in the leases. Future accounting changes Framework on fair value measurement The FASB issued the following pronouncements regarding fair value measurement: (i) FASB Statement No. 157, Fair Value Measurements (FAS 157) on September 15, 2006; (ii) Staff Position FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 on February 14, 2008; (iii) Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 on February 12, 2008; and (iv) Staff Position FAS 157-3, Determining the fair value of a financial asset when the market for that asset is not active on October 10, 2008. FAS 157 establishes a framework for measuring fair value in U.S. GAAP, and is applicable to other accounting pronouncements where fair value is considered to be the relevant measurement attribute. FAS 157 also expands disclosures about fair value measurements. FAS 157 became effective for us on November 1, 2008 except for certain non-financial assets and non-financial liabilities which will be effective on November 1, 2009. The transition adjustment will be recognized in the opening bal- ance of retained earnings reported under U.S. GAAP as at November 1, 2008 and is not material to our consolidated financial position. Fair value option for financial assets and liabilities On February 15, 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Liabilities (FAS 159). FAS 159 provides an entity the option to report selected financial assets and liabilities at fair value and establishes new disclosure requirements for assets and liabilities to which the fair value option is applied. FAS 159 became effective for us on November 1, 2008. The transition adjust- ment will be recognized in the opening balance of retained earnings reported under U.S. GAAP as at November 1, 2008 and is not material to our consolidated financial position. Offsetting of amounts related to certain contracts On April 30, 2007, the FASB issued a Staff Position FIN 39-1, Amendment of FASB Interpretation No. 39 (FSP FIN 39-1), which amends certain aspects of FIN 39, Offsetting of Amounts Related to Certain Contracts, to permit a reporting entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting agreement. FSP FIN 39-1 became effective for us on November 1, 2008, and the impact of adopting it is not material to our consolidated financial position and results of operations. Income tax benefits of dividends on share-based payment awards At the June 27, 2007 meeting, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) on Issue 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11), on realized tax benefits on dividend payments related to certain shared-based payment arrangements which can be treated as deductible compensation expense for income tax purposes. Under EITF 06-11, a realized tax benefit from dividends or dividend equiva- lents that are charged to retained earnings and paid to employees for equity-classified non-vested equity shares, non-vested equity share units, and outstanding share options should be recognized as an increase to additional paid-in capital (APIC). Those tax benefits are considered excess tax benefits (“windfall”) under FAS 123(R). The EITF also reached a final consensus that if an entity’s estimate of for- feitures increases (resulting in compensation expense), the amount of associated tax benefits that are reclassified from APIC to the income statement should be limited to the entity’s pool of excess tax benefits. This EITF became effective for us on November 1, 2008, and the impact of adopting it is not material to our consolidated financial position and results of operations. Business combinations In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations (FAS 141(R)), which replaces Statement No. 141, Business Combinations (FAS 141). FAS 141(R), which will be effective for us on November 1, 2009, improves the relevance, repre- sentational faithfulness, and comparability of the information that an entity provides in its financial reports about a business combination and its effects. FAS 141(R) retains the fundamental requirements in FAS 141, being the requirement to use the acquisition method of accounting for all business combinations and the identification of an acquirer for each business combination. Significant changes in FAS 141(R) are as follows: • More assets acquired and liabilities assumed to be measured at • • • fair value as of the acquisition date; Liabilities related to contingent consideration to be remeasured at fair value and each subsequent reporting period; An acquirer to expense acquisition-related costs; Non-controlling interest in subsidiaries initially to be measured at fair value and classified as a separate component of equity. We are currently assessing the impact of adopting this standard on our consolidated financial position and results of operations. Non-controlling interest In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 (FAS 160). FAS 160, which will be effective for us on November 1, 2009, improves the relevance, representational faithful- ness, and comparability of the information that an entity provides in its financial reports related to an entity’s non-controlling interests. Significant requirements of FAS 160 include: 198 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements • • • • Ownership interests in subsidiaries held by parties other than the parent to be presented clearly in equity, but separately from the parent’s equity; The amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and pre- sented on the consolidated statement of income; After control is obtained, a change in ownership interests that does not result in a loss of control should be accounted for as an equity transaction; and A change in ownership of a consolidated subsidiary that results in a loss of control and deconsolidation will trigger recognition of a gain or loss and any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value. We are currently assessing the impact of adopting this standard on our consolidated financial position and results of operations. Derivatives and hedging activities In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 161). FAS 161 enhances disclosures for derivative instruments and hedging activities and their effects on an entity’s financial position, financial performance and cash flows. Under FAS 161, an entity is required to disclose the objectives for using derivative instruments in terms of underlying risk and accounting designation; the fair values, gains and losses of derivatives; as well as credit-risk-related contingent features in derivative agreements. FAS 161 will be effective for us on February 1, 2009. We are currently assessing the impact of adopting this standard on our consolidated financial position and results of operations. Convertible debt instruments In May 2008, the FASB issued Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSB APB 14-1 clarifies that issuers of convertible debt instruments should separately account for the liability and equity components in order to properly reflect the entity’s borrowing rate that would be applied to a nonconvertible debt instrument. FSP APB 141-1 will be effective for us on November 1, 2009. We are currently assessing the impact of adopting this standard on our consolidated financial position and results of operations. Note 32 Parent company information The following table presents information regarding the legal entity of Royal Bank of Canada with its subsidiaries presented on an equity accounted basis: Condensed Balance Sheets As at October 31 Assets Cash and due from banks Interest-bearing deposits with banks Securities Investments in bank subsidiaries and associated corporations Investments in other subsidiaries and associated corporations Assets purchased under reverse repurchase agreements Loans, net of allowances for loan losses Net balances due from bank subsidiaries Net balances due from other subsidiaries Other assets Liabilities and shareholders’ equity Deposits Other liabilities Subordinated debentures Preferred share liabilities Shareholders’ equity Condensed Statements of Income For the year ended October 31 Interest income (1) Interest expense Net interest income Non-interest income (2) Total revenue Provision for credit losses Non-interest expense Business realignment charges Income from continuing operations before income taxes Income taxes Net income before equity in undistributed income of subsidiaries Equity in undistributed income of subsidiaries (3) 2008 2007 $ 3,649 11,497 93,981 27,676 21,786 5,619 218,449 16,778 1,232 156,701 $ 2,992 5,154 94,603 12,151 22,347 10,609 196,414 18,194 9,078 86,502 $ 557,368 $ 458,044 $ 351,286 167,343 $ 306,123 121,065 $ 518,629 $ 427,188 7,981 – 30,758 6,117 300 24,439 $ 557,368 $ 458,044 2008 2007 2006 $ 18,615 11,302 $ 17,563 12,940 $ 14,007 10,351 7,313 3,882 11,195 1,116 5,372 – 4,707 1,257 3,450 1,105 4,623 4,408 9,031 702 5,905 2,424 454 1,970 3,522 – 3,656 3,935 7,591 410 5,720 2 1,459 424 1,035 3,693 Net income $ 4,555 $ 5,492 $ 4,728 (1) (2) (3) Includes dividend income from investments in subsidiaries and associated corporations of $415 million, $420 million and $17 million for 2008, 2007 and 2006, respectively. Includes loss from associated corporations of $4 million for 2008 and income of $4 million and $8 million for 2007 and 2006, respectively. Included in the net loss for 2006 was $29 million related to RBC Mortgage Company which was disposed of in 2005. Consolidated Financial Statements Royal Bank of Canada: Annual Report 2008 199 Note 32 Parent company information (continued) Condensed Statements of Cash Flows For the year ended October 31 Cash flows from operating activities Net income Adjustments to determine net cash from (used in) operating activities: Change in undistributed earnings of subsidiaries Other operating activities, net Net cash used in operating activities Cash flows from investing activities Change in interest-bearing deposits with banks Change in loans, net of loan securitizations Proceeds from loan securitizations Proceeds from sale of available-for-sale securities Proceeds from sale of investment securities Proceeds from maturity of available-for-sale securities Proceeds from maturity of investment securities Purchase of available-for-sale securities Purchase of investment securities Net acquisitions of premises and equipment Change in assets purchased under reverse repurchase agreements and securities borrowed Net cash used in investments in subsidiaries Change in net funding provided to subsidiaries Net cash used in investing activities Cash flows from financing activities Change in deposits Issue of subordinated debentures Repayment of subordinated debentures Issue of preferred shares Redemption of preferred shares for cancellation Issuance costs Issue of common shares Purchase of common shares for cancellation Sale of treasury shares Purchase of treasury shares Dividends paid Change in obligations related to assets sold under repurchase agreements and securities loaned Change in obligations related to securities sold short Net cash from financing activities Net change in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year Supplemental disclosure of cash flow information Amount of interest paid in year Amount of income taxes (recovered) paid in year Note 33 Subsequent event 2008 2007 2006 $ 4,555 $ 5,492 $ 4,728 (1,105) (7,853) (3,522) 10,058 (4,403) 12,028 (3,693) (7,368) (6,333) (6,343) (38,136) 6,559 4,866 – 6,060 – (12,136) – (616) 4,990 (6,055) 9,436 – – (2,234) (41,648) 6,113 2,438 4,891 (6,633) – (481) (1,388) (2,101) 8,062 (1,192) (23,417) 5,963 – 6,330 – 18,195 – (20,571) (401) (388) (946) (8,734) (31,375) (32,981) (25,161) 45,163 2,000 (500) 613 (300) (11) 149 (55) 74 (76) (2,688) 3,541 (11,475) 20,225 87 (989) 1,150 (150) (23) 155 (646) 208 (133) (2,278) (553) 3,968 36,435 21,021 28,989 – (953) 600 (250) (6) 116 (844) 244 (208) (1,807) 3,955 1,059 30,895 657 2,992 68 2,924 (599) 3,523 $ 3,649 $ 2,992 $ 2,924 $ 11,524 1,052 $ $ 13,061 $ $ (165) $ 8,971 656 On November 24, 2008, we announced our intention to issue 9 million Non-cumulative 5-Year Rate Reset First Preferred Shares Series AN at $25 per share, for total proceeds of $225 million. We granted the underwriters an option, exercisable in whole or in part, to purchase up to an additional 4.0 million preferred shares at the same offering price. The issuance is expected to be completed on December 8, 2008. 200 Royal Bank of Canada: Annual Report 2008 Consolidated Financial Statements Supplementary information Consolidated Balance Sheets As at October 31 (C$ millions) 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 Assets Cash and deposits with banks (1) Securities (1) Assets purchased under reverse repurchase agreements and securities borrowed Loans Retail Wholesale $ 31,127 $ 16,107 $ 14,903 $ 10,238 $ 9,978 $ 6,013 $ 6,659 $ 6,244 $ 171,134 178,255 184,869 160,495 128,946 128,931 108,464 91,798 7,149 $ 16,591 $ 13,389 44,405 57,010 69,467 44,818 64,313 59,378 42,973 46,949 41,182 38,929 40,177 20,749 23,091 23,008 195,455 96,300 169,462 69,967 151,050 58,889 140,239 51,675 127,230 45,330 114,127 48,322 108,342 59,431 103,120 65,261 94,737 60,350 86,958 56,623 81,774 63,732 Allowance for loan losses 291,755 (2,215) 239,429 (1,493) 209,939 (1,409) 191,914 (1,498) 172,560 (1,644) 162,449 (2,055) 167,773 (2,203) 168,381 (2,278) 155,087 (1,871) 143,581 (1,884) 145,506 (2,026) 289,540 237,936 208,530 190,416 170,916 160,394 165,570 166,103 153,216 141,697 143,480 Other Customers’ liability under acceptances Derivatives Premises and equipment, net Goodwill Other intangibles Assets of operations held for sale (2) Other assets Liabilities and shareholders’ equity Deposits Personal Business and government Bank Other Acceptances Obligations related to securities sold short Obligations related to assets sold under repurchase agreements and securities loaned Derivatives Insurance claims and policy benefit liabilities Liabilities of operations held for sale (2) Other liabilities Subordinated debentures Trust capital securities Preferred share liabilities Non-controlling interest in subsidiaries Shareholders’ equity Preferred shares Common shares Contributed surplus Treasury shares – preferred – common Retained earnings Accumulated other comprehensive income (loss) 11,285 136,134 3,260 9,977 1,253 11,786 66,585 2,131 4,752 628 9,108 37,729 1,818 4,304 642 7,074 38,834 1,708 4,203 409 6,184 38,897 1,738 4,280 521 5,943 35,616 1,648 4,356 566 8,051 30,258 1,653 5,004 665 9,923 27,240 1,602 4,919 619 11,628 19,155 1,249 648 208 9,257 15,151 1,320 611 – 10,620 30,413 1,872 551 – – 25,331 – 17,853 82 15,417 263 12,908 2,457 15,356 3,688 11,510 – 10,221 – 10,314 – 6,271 – 5,922 – 6,661 187,240 103,735 69,100 65,399 69,433 63,327 55,852 54,617 39,159 32,261 50,117 $ 723,859 $ 600,346 $ 536,780 $ 469,521 $ 426,222 $ 399,847 $ 375,474 $ 358,939 $ 289,740 $ 270,650 $ 274,399 $ 139,036 $ 116,557 $ 114,040 $ 111,618 $ 111,256 $ 106,709 $ 101,892 $ 101,381 $ 89,632 $ 87,359 $ 85,910 76,107 129,860 17,988 22,576 93,618 19,646 119,581 22,003 86,223 14,315 160,593 34,649 133,823 25,880 189,140 40,343 107,141 24,925 219,886 28,762 269,994 29,545 438,575 365,205 343,523 306,860 270,959 259,145 243,476 233,447 202,896 187,897 180,005 11,285 11,786 9,108 7,074 6,184 5,943 8,051 9,923 11,628 9,257 10,620 27,507 44,689 38,252 32,391 25,005 22,855 19,110 16,443 13,419 17,885 14,404 32,053 128,705 37,033 72,010 41,103 42,094 23,381 42,592 26,473 42,201 24,496 37,775 24,056 32,137 22,672 28,646 9,895 18,574 11,093 15,219 13,756 29,370 7,385 7,283 7,337 7,117 6,488 4,775 2,407 2,268 144 113 427 – 35,689 – 28,483 32 22,649 40 18,408 62 20,172 50 17,850 – 19,405 – 19,417 – 13,128 – 11,872 – 9,339 242,624 201,284 160,575 131,003 126,585 113,744 105,166 99,369 66,788 65,439 77,916 8,131 1,400 – 6,235 1,400 300 7,103 1,383 298 8,167 1,400 300 8,116 2,300 300 6,243 2,300 300 6,614 1,400 6,513 5,825 4,596 4,087 1,400 650 – – 989 1,315 1,585 1,562 1,844 2,371 1,483 1,775 1,944 58 40 35 45 40 103 499 2,663 10,384 242 (5) (104) 19,936 2,050 7,300 235 (6) (101) 18,167 1,050 7,196 292 (2) (180) 15,771 700 7,170 265 (2) (216) 13,704 532 6,988 169 – (294) 12,065 532 7,018 85 – – 11,333 556 6,979 78 – – 10,235 709 6,940 33 – – 9,206 452 3,076 – – – 8,464 447 3,065 – – – 7,579 300 2,925 – – – 6,857 (2,358) (3,206) (2,004) (1,774) (1,556) (893) (54) (38) (36) (38) (34) 30,758 24,439 22,123 19,847 17,904 18,075 17,794 16,850 11,956 11,053 10,048 $ 723,859 $ 600,346 $ 536,780 $ 469,521 $ 426,222 $ 399,847 $ 375,474 $ 358,939 $ 289,740 $ 270,650 $ 274,399 (1) (2) As the information is not reasonably determinable, amounts for years prior to 2001 have not been fully restated to reflect the reclassification of certificates of deposits. Relates to assets and liabilities of RBC Mortgage Company. As at October 31, 2006, we substantially disposed of the assets and obligations related to RBC Mortgage Company that were not transferred to Home123 Corporation. As the information is not reasonably determinable, amounts for years prior to 2003 have not been restated to reflect the presentation of assets and liabilities of operations held for sale. Supplementary information Royal Bank of Canada: Annual Report 2008 201 Consolidated Statements of Income For the year ended October 31 (C$ millions, except per share amounts) Interest income Loans Securities Assets purchased under reverse repurchase agreements and securities borrowed Deposits with banks Interest expense Deposits Other liabilities Subordinated debentures 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 $ 14,983 $ 14,724 $ 12,708 $ 10,790 $ 6,974 7,665 6,189 4,606 9,535 $ 3,593 9,900 $ 10,394 $ 12,001 $ 11,538 $ 10,394 $ 10,474 1,960 3,045 2,845 2,364 3,189 3,521 2,889 498 3,620 538 2,827 480 1,354 231 656 103 873 101 725 156 1,258 337 1,078 577 893 513 1,169 673 25,344 26,547 22,204 16,981 13,887 13,919 14,464 17,117 16,038 14,164 14,276 12,158 3,472 354 13,770 4,737 338 10,708 4,281 419 6,946 2,800 442 15,984 18,845 15,408 10,188 Net interest income 9,360 7,702 6,796 6,793 Non-interest income Insurance premiums, investment and fee income Trading revenue Investment management and custodial fees Mutual fund revenue Securities brokerage commissions Service charges Underwriting and other advisory fees Foreign exchange revenue, other than trading Card service revenue Credit fees Securitization revenue Net (loss) gain on sale of available-for-sale securities Net gain (loss) on investment securities Other 2,609 (408) 1,759 1,561 1,377 1,367 875 646 648 415 461 (617) – 1,529 3,152 1,999 1,579 1,473 1,353 1,303 1,217 533 491 293 261 63 – 1,043 3,348 2,574 1,301 1,242 1,243 1,216 1,024 438 496 241 257 – 88 373 3,270 1,594 1,232 962 1,163 1,153 1,026 407 579 187 285 – 85 448 5,142 1,897 429 7,468 6,419 2,870 1,563 1,105 850 1,166 1,089 918 331 555 198 200 – 20 518 5,452 1,735 376 7,563 6,356 2,356 1,908 1,078 673 1,031 1,122 813 279 518 227 165 – 31 431 5,709 1,562 406 8,712 1,868 410 9,057 1,551 344 7,677 10,990 10,952 6,787 6,127 5,086 7,636 1,291 286 9,213 4,951 7,732 1,296 339 9,367 4,909 2,043 1,689 1,139 723 1,187 1,088 755 276 496 223 174 – (111) 623 1,824 1,770 1,058 692 1,000 920 573 303 458 237 123 – (130) 921 973 1,594 737 1,106 822 624 841 778 643 299 420 212 115 – (16) 185 621 556 625 708 403 243 362 189 222 – 27 250 578 748 597 537 549 664 369 218 305 183 218 – 342 146 Non-interest income 12,222 14,760 13,841 12,391 11,383 10,632 10,305 9,749 7,490 6,049 5,454 Total revenue 21,582 22,462 20,637 19,184 17,802 16,988 17,092 15,876 12,576 11,000 10,363 Provision for credit losses 1,595 791 429 455 346 721 1,065 1,119 691 760 Insurance policyholder benefits, claims and acquisition expense Non-interest expense Human resources Equipment Occupancy Communications Professional fees Outsourced item processing Amortization of goodwill Amortization of other intangibles Other Business realignment charges Goodwill impairment Income from continuing operations before income taxes Income taxes Net income before non-controlling interest Non-controlling interest in net income of subsidiaries Net income from continuing operations Net (loss) income from discontinued operations 1,631 2,173 2,509 2,625 2,124 1,696 1,535 1,344 687 530 7,779 1,155 926 749 562 341 – 135 704 7,860 1,009 839 723 530 308 – 96 1,108 7,268 957 792 687 546 298 – 76 871 6,682 960 749 632 500 296 – 50 1,488 6,638 906 765 672 465 294 – 69 1,024 6,234 882 721 707 431 292 – 71 827 6,264 893 759 768 404 306 – 72 954 12,351 12,473 11,495 11,357 10,833 10,165 10,420 – – – – – – 45 – 177 – – – – – 5,667 807 704 673 398 303 210 36 919 9,717 – 38 4,597 679 556 695 267 – 76 11 700 7,581 – – 4,013 677 564 699 298 – 66 – 743 7,060 – – 575 438 3,594 585 508 665 262 – 62 – 723 6,399 – – 6,005 1,369 7,025 1,392 6,204 1,403 4,702 1,278 4,322 1,287 4,406 1,439 4,072 1,365 3,658 1,340 3,617 1,445 2,650 1,015 2,951 1,175 4,636 5,633 4,801 3,424 3,035 2,967 2,707 2,318 2,172 1,635 1,776 81 141 44 (13) 12 12 5 11 7 8 76 4,555 5,492 4,757 3,437 3,023 2,955 2,702 2,307 2,165 1,627 1,700 – – (29) (50) (220) 13 n.a. n.a. n.a. n.a. n.a. Net income $ 4,555 $ 5,492 $ 4,728 $ 3,387 $ 2,803 $ 2,968 $ 2,702 $ 2,307 $ 2,165 $ 1,627 $ 1,700 Preferred dividends Net gain on redemption of preferred shares Net income available to common shareholders (101) – (88) – (60) – (42) 4 (31) – (31) – (38) – (31) – (25) – (27) – (21) – $ 4,454 $ 5,404 $ 4,668 $ 3,349 $ 2,772 $ 2,937 $ 2,664 $ 2,276 $ 2,140 $ 1,600 $ 1,679 Average number of common shares (in thousands) (1) Basic earnings per share (in dollars) $ Basic earnings per share from continuing operations (in dollars) Basic earnings (loss) per share from discontinued operations (in dollars) $ Average number of diluted common shares (in thousands) (1) Diluted earnings per share (in dollars) $ Diluted earnings per share from continuing operations (in dollars) Diluted earnings (loss) per share from discontinued operations (in dollars) $ $ $ 1,305,706 1,273,185 1,279,956 1,283,433 1,293,465 1,324,159 1,345,143 1,283,031 1,212,777 3.41 $ 4.24 $ 3.65 $ 2.61 $ 2.14 $ 2.22 $ 1.98 $ 1.77 $ 1.77 $ 1,252,316 1,234,648 1.36 1.28 $ 3.41 $ 4.24 $ 3.67 $ 2.65 $ 2.31 $ 2.21 $ 1.98 $ 1.77 $ 1.77 $ 1.28 $ 1.36 – $ – $ (.02) $ (.04) $ (.17) $ .01 n.a. n.a. n.a. n.a. n.a. 1,319,744 1,289,314 1,299,785 1,304,680 1,311,016 1,338,032 3.38 $ 4.19 $ 3.59 $ 2.57 $ 2.11 $ 2.20 $ 1,356,241 1,294,432 1,219,730 1,264,610 1,267,253 1.34 1.96 $ 1.76 $ 1.27 $ 1.76 $ 3.38 $ 4.19 $ 3.61 $ 2.61 $ 2.28 $ 2.19 $ 1.96 $ 1.76 $ 1.76 $ 1.27 $ 1.34 – $ – $ (.02) $ (.04) $ (.17) $ .01 n.a. n.a. n.a. n.a. Dividends per share (in dollars) $ 2.00 $ 1.82 $ 1.44 $ 1.18 $ 1.01 $ .86 $ .76 $ .69 $ .57 $ .47 $ (1) The average number of common shares, average number of diluted common shares, basic and diluted earnings per share, as well as dividends per share, have been adjusted retro- actively for the stock dividend paid on April 6, 2006. Refer to Note 24. n.a. not available 202 Royal Bank of Canada: Annual Report 2008 Supplementary information n.a. .44 Consolidated Statements of Comprehensive Income For the year ended October 31 (C$ millions) Net income Other comprehensive income, net of taxes Net unrealized losses on available-for-sale securities Reclassification of losses on available-for-sale securities to income Unrealized foreign currency translation gains (losses) Reclassification of (gains) losses on foreign currency translation to income Net foreign currency translation (losses) gains from hedging activities Net (losses) gains on derivatives designated as cash flow hedges Reclassification of losses on derivatives designated as cash flow hedges to income Other comprehensive income (loss) Total comprehensive income $ 2008 4,555 $ 2007 5,492 $ 2006 4,728 $ 2005 3,387 $ 2004 2,803 $ 2003 2,968 $ 2002 2,702 $ 2001 2,307 $ 2000 2,165 $ 1999 1,627 $ 1998 1,700 $ (1,376) 373 (1,003) (93) 28 (65) – – – – – – – – – – – – – – – – – – – – – – – – – – – 5,080 (2,965) (501) (624) (1,341) (2,991) (59) 463 (2) (205) 164 (3) (42) 2 5 – 3 – 10 (2,672) 2,405 1,804 (1,203) 269 (230) 401 (218) 678 (663) 2,149 (839) 43 (16) (475) (2) (603) 80 49 (554) 31 111 – – – – – – – – – – – – – – – – – – – 4 2 – – – – – 201 (4) (169) (5) – – – – – – 848 5,403 $ (1,157) 4,335 $ (230) 4,498 $ (218) 3,169 $ (663) 2,140 $ (839) 2,129 $ (16) 2,686 $ (2) 2,305 $ 2 2,167 $ (4) 1,623 $ (5) 1,695 Consolidated Statements of Changes in Shareholders’ Equity – – – – – 300 – – – 300 2,907 18 – 2,925 – $ – – – – – – – – – 7 78 14 26 – – – – – – (6) (2) (6) (5) 33 56 31 33 85 14 – – – – – – – – – – 265 235 292 7 – (18) (46) 169 – 34 – – – 1998 2007 2002 2003 2001 2005 2008 2006 1999 2000 2004 – – 85 – – 33 – – 78 – – (2) (2) – 47 292 54 15 265 – (5) 235 – (6) 169 – (2) 242 (2) 51 (51) (2) (2) 33 (37) (6) (6) 23 (22) (5) 7,018 127 (157) 6,988 6,988 214 (32) 7,170 6,979 193 (154) 7,018 2,925 192 (52) 3,065 3,065 109 (98) 3,076 6,940 191 (152) 6,979 7,196 170 (66) 7,300 7,170 127 (101) 7,196 3,076 3,976 (112) 6,940 452 $ 250 – 7 709 556 $ – – (24) 532 532 $ – – – 532 447 $ – – 5 452 7,300 3,090 (6) 10,384 300 $ 296 (150) 1 447 709 $ – (150) (3) 556 532 $ 300 (132) – 700 700 $ 600 (250) – 1,050 1,050 $ 1,150 (150) – 2,050 2,050 $ 613 – – 2,663 For the year ended October 31 (C$ millions) Preferred shares Balance at beginning of year Issued Redeemed for cancellation Translation adjustment Balance at end of year Common shares Balance at beginning of year Issued Purchased for cancellation Balance at end of year Contributed surplus Balance at beginning of year Renounced stock appreciation rights Stock-based compensation awards Gain on redemption of preferred shares Reclassified amounts Initial adoption of AcG-15, Consolidation of Variable Interest Entities Other Balance at end of year Treasury shares – preferred Balance at beginning of year Sales Purchases Balance at end of year Treasury shares – common Balance at beginning of year Sales Purchases Reclassified amounts Initial adoption of AcG-15, Consolidation of Variable Interest Entities Balance at end of year Retained earnings Balance at beginning of year Transition adjustment – Financial instruments Net income Preferred share dividends Common share dividends Premium paid on common shares purchased for cancellation Issuance costs and other Cumulative effect of initial adoption of Employee Future Benefits Cumulative effect of adopting AcG-17, Equity-Linked Deposit Contracts Balance at end of year Accumulated other comprehensive income (loss) Transition adjustment – Financial instruments Unrealized gains and losses on available-for-sale securities Unrealized foreign currency translation gains and losses, net of hedging activities Gains and losses on derivatives designated as cash flow hedges Balance at end of year Retained earnings and Accumulated 6,823 other comprehensive income (loss) Shareholders’ equity at end of year $ 30,758 $ 24,439 $ 22,123 $ 19,847 $ 17,904 $ 18,075 $ 17,794 $ 16,850 $ 11,956 $ 11,053 $ 10,048 – 4,555 (101) (2,624) (86) 5,492 (88) (2,321) – 4,728 (60) (1,847) – 3,387 (42) (1,512) – 2,803 (31) (1,303) – 2,968 (31) (1,137) – 2,702 (38) (1,022) – 2,165 (25) (689) – 1,627 (27) (588) – 2,307 (31) (897) – 248 (238) (304) (294) 179 (47) – (2) 12,065 – 10,235 – 11,333 – 13,704 – 18,167 (101) 51 (54) – – 15,771 (180) 175 (96) – (216) 193 (157) – – 19,936 – (1,774) 111 (3,206) (443) (2,358) – (2,004) – (1,556) – 8,464 – 7,579 – 9,206 – (893) – 6,857 – (104) – (294) (54) (216) – (101) – (180) (194) – (580) (21) (743) (11) (735) – (698) (4) (612) (1) (397) (19) (562) (4) (281) (9) 13,767 10,440 10,181 12,065 – (54) – (38) – (36) – (38) 14,961 13,704 15,771 11,333 10,235 18,167 17,578 – – – – – – – – – – – – – – – – – – – – – – – – (49) (12) 11,930 10,509 – – – – – – – – – – – – – – – – – – – – (2,004) (1,068) (1,774) (3,207) (1,556) 8,428 9,168 – – – – – – – 8,464 7,541 6,857 (802) – – – – (893) 9,206 7,579 (221) (38) (36) – – – – – – – – – – (45) (45) (54) (65) (38) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (34) – 1,700 (21) (543) – (34) – – – 5,728 – (7) Supplementary information Royal Bank of Canada: Annual Report 2008 203 Financial highlights (C$ millions, except per share and percentage amounts) Performance ratios Return on common equity Return on assets Return on assets after preferred dividends Net interest margin (1) Non-interest income as a % of total revenue Average balances and year-end off-balance sheet data Averages (2) Assets Assets from continuing operations Loans, acceptances and reverse repurchase agreements Deposits Common equity Total equity Assets under administration 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 18.0% .70 .68 1.44 24.6% .95 .93 1.33 23.5% .94 18.0% .76 .93 1.35 .75 1.53 15.6% .67 .66 1.53 16.7% .76 .75 1.64 15.8% .74 16.4% .71 .73 1.86 .70 1.90 19.8% .77 .76 1.80 15.6% .60 18.4% .65 .59 1.83 .64 1.88 56.6% 65.7% 67.1% 64.6% 63.9% 62.6% 60.3% 61.4% 59.6% 55.0% 52.6% $ 650,300 $ 581,000 $ 502,300 $ 447,100 $ 421,400 $ 390,700 $ 364,000 $ 322,900 $ 281,900 $ 269,900 $ 261,300 $ 650,300 $ 581,000 $ 502,100 $ 445,300 $ 418,200 $ 387,700 $ 364,000 $ 322,900 $ 281,900 $ 269,900 $ 261,300 339,300 438,575 28,100 26,800 305,300 365,205 22,395 23,800 261,800 343,523 21,075 20,700 230,500 306,860 19,149 19,500 215,733 268,202 17,790 18,622 209,161 250,777 17,551 18,761 208,184 240,397 16,809 18,522 196,861 218,425 13,843 15,916 181,240 193,762 10,814 12,789 177,052 184,796 10,264 12,475 178,822 178,688 9,107 11,078 RBC 623,300 615,100 582,300 1,824,800 1,593,900 1,483,800 1,365,900 1,342,500 1,175,200 967,800 829,200 Assets under administration RBC Dexia IS Assets under management Capital ratios (3) Tier 1 capital Total capital Total risk-adjusted assets Tier 1 capital ratio Total capital ratio Common share information Shares outstanding (in thousands) End of year Average basic Average diluted Dividends per share Book value per share Common share price (RY on TSX) High (4) Low (4) Close Price/earnings multiple (5) Dividend yield (6) Dividend payout ratio (7) Number of Employees (8) Automated teller machines Bank branches (9) Canada U.S. and Other international 2,585,000 226,900 2,713,100 161,500 2,421,100 143,100 – 118,800 – 102,900 – 94,400 – 93,300 – 100,000 – 92,300 – 81,600 – 73,400 $ 25,173 $ 30,830 278,579 9.0% 23,383 $ 28,571 247,635 9.4% 21,478 $ 26,664 223,709 9.6% 18,901 $ 25,813 197,004 9.6% 11.1 11.5 11.9 13.1 16,272 $ 22,733 183,409 8.9% 12.4 16,259 $ 21,374 166,911 9.7% 12.8 15,380 $ 21,012 165,559 9.3% 12.7 14,851 $ 20,171 171,047 8.7% 11.8 13,567 $ 19,044 158,364 8.6% 12.0 12,026 $ 16,698 149,078 8.1% 11.2 11,593 16,480 157,064 7.4% 10.5 1,341,260 1,305,706 1,319,744 1,276,260 1,273,185 1,289,314 1,280,890 1,279,956 1,299,785 $ 2.00 $ 1.82 $ 1.44 $ 20.99 17.58 16.52 1,235,162 1,293,502 1,289,496 1,312,043 1,330,514 1,283,433 1,293,465 1,234,648 1,345,143 1,304,680 1,311,016 1,338,032 1,356,241 1,294,432 1,219,730 1,264,610 1,267,253 .44 7.89 1,348,042 1,204,796 1,235,535 1,283,031 1,212,777 1,252,316 1,324,159 1.18 $ 1.01 $ .57 $ 14.89 .47 $ 12.96 13.57 .86 $ .76 $ 13.37 11.97 .69 $ 8.58 9.55 55.84 39.05 46.84 13.9 4.2% 59 61.08 49.50 56.04 13.4 3.3% 43 51.49 41.29 49.80 13.9 3.1% 40 43.34 30.45 41.67 16.2 3.2% 45 32.95 29.02 31.70 15.0 3.3% 47 32.50 26.63 31.74 14.4 2.9% 39 29.45 22.53 27.21 13.9 2.9% 38 26.63 20.80 23.40 13.3 2.9% 39 24.44 13.63 24.15 13.7 3.0% 32 21.06 14.83 15.86 12.5 2.6% 37 23.05 14.38 17.78 13.3 2.4% 32 73,323 ,964 4 64,815 4,419 60,539 4,232 59,647 4,277 61,003 4,432 60,812 4,469 59,549 4,572 57,568 4,697 49,232 4,517 51,891 4,585 51,776 4,317 1,174 567 1,146 395 1,117 326 1,104 315 1,098 317 1,104 282 1,117 278 1,125 283 1,333 306 1,410 99 1,422 106 Calculated using guidelines issued by the Office of the Superintendent of Financial Institutions Canada. Intra-day high and low share prices. Average of high and low common share prices divided by diluted earnings per share. (1) Net interest income as a percentage of average assets from continuing operations. (2) Based on methods intended to approximate the average of the daily balances for the period. (3) (4) (5) (6) Dividends per common share divided by the average of high and low share prices. Common dividends as a percentage of net income after preferred dividends. (7) (8) On a full-time equivalent basis. (9) Bank branches which provide full or limited banking services dealing directly with clients. Bank branches prior to 2001 are reported on the basis of service delivery units. 204 Royal Bank of Canada: Annual Report 2008 Supplementary information Glossary Acceptances A bill of exchange or negotiable instrument drawn by the borrower for payment at maturity and accepted by a bank. The acceptance constitutes a guarantee of payment by the bank and can be traded in the money market. The bank earns a “stamping fee” for providing this guarantee. Allowance for credit losses The amount deemed adequate by management to absorb identified credit losses as well as losses that have been incurred but are not yet identifiable as at the balance sheet date. This allowance is established to cover the lending portfolio including loans, acceptances, guarantees, letters of credit, and unfunded commitments. The allowance is increased by the provision for credit losses, which is charged to income and decreased by the amount of write-offs, net of recoveries in the period. Alt-A assets A term used in the U.S. to describe assets (mainly mortgages) with a borrower risk profile between the prime and subprime categorizations. Categorization of assets as Alt-A (as opposed to prime) varies, such as limited verification or documentation of borrowers’ income or a limited credit history. Asset-backed securities (ABS) Securities created through the securitization of a pool of assets, for example auto loans or credit card loans. Assets-to-capital multiple Total assets plus specified off-balance sheet items, as defined by OSFI, divided by total regulatory capital. Assets under administration (AUA) Assets administered by us, which are beneficially owned by clients, as at October 31, unless other- wise noted. Services provided in respect of assets under administration are of an administrative nature, including safekeeping, collecting invest- ment income, settling purchase and sale transac- tions, and record keeping. Assets under management (AUM) Assets managed by us, which are beneficially owned by clients, as at October 31, unless other- wise noted. Services provided in respect of assets under management include the selection of invest- ments and the provision of investment advice. We have assets under management that are also administered by us and included in assets under administration. Auction rate securities (ARS) Securities issued through variable interest entity (VIE) trusts that hold long-term assets funded with long-term debt, with an interest rate reset every week to 35 days via auctions managed by participating financial institutions. In the U.S., these securities are issued by sponsors such as municipalities, student loan authorities or other sponsors through bank-managed auctions. Bank-owned life insurance contracts (BOLI) Our U.S. Insurance and Pension solutions business provides banks with BOLI stable value agreements (“wraps”) which insure the life insurance policy’s cash surrender value from market fluctuations on the underlying invest- ments, thereby guaranteeing a minimum tax- exempt return to the counterparty. These wraps allow us to account for the underlying assets on an accrual basis instead of a mark-to-market basis. Basis point (bp) One one-hundredth of a percentage point (.01%). Canadian GAAP Canadian generally accepted accounting principles. Capital adequacy The level of capital that is sufficient to underpin risk and accommodate potential unexpected increases in risk within specified regulatory targets while maintaining our business plans. This includes risks for which minimum regulatory capital requirements may not be specified. Capital position Quantifies the extent to which illiquid assets are funded by non-core liabilities and represents a formula-based measure of both comparative and directional structural liquidity risk. Cash capital position Quantifies the extent to which illiquid (long term) assets are funded by short-term liabilities and represents a formula-based measure of both com- parative and directional structural liquidity risk. Collateral Assets pledged as security for a loan or other obli- gation. Collateral can take many forms, such as cash, highly rated securities, property, inventory, equipment, receivables. Collateralized debt obligation (CDO) Securities that may have multiple tranches issued by special purpose vehicles sponsored by certain organizations which hold collateral such as pools of bonds, loans and any other type of debt instru- ments which are generally non-mortgage assets and investors bear the credit risk of these assets. The sponsor usually sets the size of the senior tranche to attain triple-A ratings, with more sub- ordinate tranches receiving successively lower ratings. If there are defaults on the assets held or the collateralized assets underperform, sched- uled payments are made first to the most senior tranches, followed by successive payments to the least subordinate tranches. Collateralized loan obligation (CLO) Securities which are backed by a pool of com- mercial or personal loans, structured so that there are several classes of bondholders with varying maturities, called tranches. Commercial mortgage-backed securities (CMBS) Securities created through the securitization of commercial mortgages. Commitments to extend credit Unutilized amount of credit facilities available to clients either in the form of loans, bankers’ accep- tances and other on-balance sheet financing, or through off-balance sheet products such as guarantees and letters of credit. Covered bonds Full recourse on-balance sheet obligations issued by banks and credit institutions that are also fully collateralized by assets over which investors enjoy a priority claim in the event of an issuer’s insolvency. Credit default swaps (CDS) A derivative contract that provides the purchaser with a one-time payment should the referenced entity/entities default (or a similar triggering event occur). Derivative A contract between two parties, which requires little or no initial investment and where payments between the parties are dependent upon the movements in price of an underlying instrument, index or financial rate. Examples of derivatives include swaps, options, forward rate agreements and futures. The notional amount of the derivative is the contract amount used as a reference point to calculate the payments to be exchanged between the two parties, and the notional amount itself is generally not exchanged by the parties. Dividend payout ratio Common dividends as a percentage of net income after preferred share dividends. Dividend yield Dividends per common share divided by the average of the high and low share prices in the relevant period. Documentary and commercial letters of credit Written undertakings by a bank on behalf of its client (typically an importer), authorizing a third party (typically an exporter) to draw drafts on the bank up to a stipulated amount under specific terms and conditions. Such undertakings are established for the purpose of facilitating interna- tional trade. Earnings per share (EPS), basic Calculated as net income less preferred share dividends divided by the average number of shares outstanding. Earnings per share (EPS), diluted Calculated as net income less preferred share divi- dends divided by the average number of shares outstanding adjusted for the dilutive effects of stock options and other convertible securities. Economic Capital An estimate of the amount of equity capital required to underpin risks. It is calculated by estimating the level of capital that is necessary to support our various businesses, given their risks, consistent with our desired solvency standard and credit ratings. The identified risks (described above) for which we calculate Economic Capital are credit, market (trading and non-trading), operational, business, fixed asset, and insurance. Additionally, Economic capital includes goodwill and intangibles, and allows for diversification ben- efits across risks and business segments. Fair value The amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair value adjustments on RBC debt designated as held-for-trading The change in fair value of deposit liabilities and subordinated debentures designated as held- for-trading, largely as a result of the widening of our credit spreads, is defined as fair value adjust- ments on RBC debt designated as held-for-trading. Gross-adjusted assets (GAA) GAA are used in the calculation of the Assets-to- Capital multiple. They represent our total assets including specified off-balance sheet items and net of prescribed deductions. Off balance sheet items for this calculation are direct credit substitutes, including letters of credit and guarantees, transaction-related contingencies, trade-related contingencies and sale and repurchase agreements. Guarantees and standby letters of credit Primarily represent irrevocable assurances that a bank will make payments in the event that its client cannot meet its financial obligations to third parties. Certain other guarantees, such as bid and performance bonds, represent non-financial undertakings. Hedge A risk management technique used to insulate financial results from market, interest rate or foreign currency exchange risk (exposure) arising from normal banking operations. The elimination or reduction of such exposure is accomplished by establishing offsetting positions. For example, assets denominated in foreign currencies can be offset with liabilities in the same currencies or through the use of foreign exchange hedging instruments such as futures, options or foreign exchange contracts. Hedge funds A type of investment fund, marketed to wealthy individuals and institutions, that is subject to lim- ited regulation and restrictions on its investments compared to retail mutual funds, and that often utilize aggressive strategies such as selling short, leverage, program trading, swaps, arbitrage and derivatives. Impaired loans Loans are classified as impaired when there has been a deterioration of credit quality to the extent that management no longer has reasonable assurance of timely collection of the full amount of principal and interest in accordance with the con- tractual terms of the loan agreement. Credit card balances are not classified as impaired as they are directly written off after payments are 180 days past due. Innovative capital instruments Innovative capital instruments are capital instru- ments issued by Special Purpose Entities (SPEs), whose primary purpose is to raise capital. We pre- viously issued innovative capital instruments, RBC Trust Capital Securities (RBC TruCS) and RBC Trust Subordinated Notes (RBC TSNs), through three SPEs: RBC Capital Trust, RBC Capital Trust II and RBC Subordinated Notes Trust. As per OSFI guide- lines, innovative capital can comprise up to 15% of net Tier 1 capital with an additional 5% eligible for Tier 2 capital. Leveraged finance Comprises infrastructure finance, essential ser- vices and other types of finance. As both arrangers and underwriters, we provide structuring and distribution expertise in support of the financing requirements of our clients, which include both corporations and financial sponsors. Glossary Royal Bank of Canada: Annual Report 2008 205 Managed basis We report our segments on a managed basis which is intended to measure the performance of each business segment as if it were a stand alone business and reflect the way each segment is managed. Master netting agreement An agreement between us and a counterparty designed to reduce the credit risk of multiple derivative transactions through the creation of a legal right of offset of exposure in the event of a default. Monoline insurer Insurance companies that specialize in financial guaranty insurance products, predominantly for the municipal bond market in the U.S. and structured finance products, such as CDOs. Net interest income The difference between what is earned on assets such as loans and securities and what is paid on liabilities such as deposits and subordinated debentures. Net interest margin (average assets) Net interest income as a percentage of total average assets. Net interest margin (average earning assets) Net interest income as a percentage of total average earning assets. Non-bank sponsored asset-backed commercial paper A short-term promissory note issued primarily by special purpose securitization vehicles that hold loans or other assets and are not sponsored by banks. Normal course issuer bid (NCIB) A program for the repurchase of our own shares, for cancellation, through a stock exchange that is subject to the various rules of the relevant stock exchange and securities commission. Notional amount The contract amount used as a reference point to calculate payments for derivatives. Off-balance sheet financial instruments A variety of arrangements offered to clients, which include credit derivatives, written put options, backstop liquidity facilities, stable value products, financial standby letters of credit, performance guarantees, credit enhancements, mortgage loans sold with recourse, commitments to extend credit, securities lending, documentary and commercial letters of credit, note issuances and revolving underwriting facilities, securities lending indemnifi- cations and indemnifications. Office of the Superintendent of Financial Institutions Canada (OSFI) The primary regulator of federally chartered financial institutions and federally administered pension plans in Canada. OSFI’s mission is to safe- guard policyholders, depositors and pension plan members from undue loss. Options A contract or a provision of a contract that gives one party (the option holder) the right, but not the obligation, to perform a specified transaction with another party (the option issuer or option writer) according to specified terms. Prepaid pension benefit cost The cumulative excess of amounts contributed to a pension fund over the amounts recorded as pension expense. Provision for credit losses The amount charged to income necessary to bring the allowance for credit losses to a level deter- mined appropriate by management. This includes both specific and general provisions. Repurchase agreements Involve the sale of securities for cash at a near value date and the simultaneous repurchase of the securities for value at a later date. Residential mortgage-backed securities (RMBS) Securities created through the securitization of residential mortgage loans. Return on common equity (ROE) Net income less preferred share dividends, expressed as a percentage of average common equity. Reverse repurchase agreements Involve the purchase of securities for cash at a near value date and the simultaneous sale of the securities for value at a later date. Risk Financial institutions face a number of different risks that expose them to possible losses. These risks include credit risk, market risk, operational risk, liquidity and funding risk, reputation risk, regulatory and legal risk, insurance risk, strategic risk, competitive risk and systemic risk. Risk-adjusted assets (RAA) – Basel I Used in the calculation of risk-based capital ratios as defined by guidelines issued by OSFI. The face value of assets is discounted using risk-weighting factors in order to reflect a comparable risk per dol- lar among all types of assets. The risk inherent in off-balance sheet instruments is also recognized, first by determining a credit equivalent amount, and then by applying appropriate risk-weighting factors. Specific and general market risk-adjusted assets are added to the calculation of the Balance Sheet and off-balance sheet risk-adjusted assets to obtain the total risk-adjusted assets. RAA – Basel II Used in the calculation of risk-based capital ratios as defined by guidelines issued by OSFI based on Basel II, effective November 1, 2007. A majority of our credit risk portfolios use the AIRB Approach and the remainder use a Standardized Approach for the calculation of RAA based on the total expo- sure, i.e. exposure at default, and counterparty risk weights. For measurement of market risk RAA, we use internal models approach for products with regulatory approval and a Standardized Approach for products to be approved. For measurement of operational risk, we use the Standardized Approach. In addition, Basel II requires a transi- tional capital floor adjustment. For more details, refer to the Capital management section. Securities lending Transactions in which the owner of a security agrees to lend it under the terms of a prearranged contract to a borrower for a fee. The borrower must collateralize the security loan at all times. An intermediary such as a bank often acts as agent for the owner of the security. There are two types of securities lending arrangements: lending with and without credit or market risk indemnifica- tion. In securities lending without indemnification, the bank bears no risk of loss. For transactions in which the bank provides an indemnification, it bears risk of loss if the borrower defaults and the value of the collateral declines concurrently. Securities sold short A transaction in which the seller sells securities and then borrows the securities in order to deliver them to the purchaser upon settlement. At a later date, the seller buys identical securities in the market to replace the borrowed securities. Securitization The process by which various financial assets are packaged into newly issued securities backed by these assets. Special purpose entities (SPEs) Entities that are typically organized for a single discrete purpose, have a limited life and serve to legally isolate the financial assets held by the SPE from the selling organization. SPEs are principally used to securitize financial and other assets in order to obtain access to funding, to mitigate credit risk and to manage capital. Standardized Approach Risk weights prescribed by OSFI are used to calculate risk-weighted assets for the credit risk exposures. Credit assessments by OSFI- recognized external credit rating agencies of S&P, Moody’s, Fitch and DBRS are used to risk-weight our Sovereign and Bank exposures based on the standards and guidelines issued by OSFI. For our Business and Retail exposures, we use the stan- dard risk weights prescribed by OSFI. Structured investment vehicles Managed investment vehicle that holds mainly highly rated asset-backed securities and funds itself using the short-term commercial paper mar- ket as well as the medium-term note (MTN) market. Subprime loans Subprime lending is the practice of making loans to borrowers who do not qualify for the best mar- ket interest rates because of their deficient credit history. Subprime lending carries more risk for lenders due to the combination of higher interest rates for the borrowers, poorer credit histories, and adverse financial situations usually associ- ated with subprime applicants. Super senior tranches of structured credit transactions Represents the most senior class of commercial paper or notes that are issued in structured credit transactions. These financial instruments benefit from the subordination of all other securities, issued by structured credit vehicles. Survival horizon Measures the length of time over which RBC would have sufficient funds to repay its maturing liabili- ties and finance off-balance sheet commitments if access to wholesale unsecured funding became suddenly unavailable and liquid assets, but no portion of mortgages and loans, were monetized. Synthetic securitization The transfer of risks relating to selected elements of our financial assets to unaffiliated third parties through the use of certain financial instruments such as credit default swaps and guarantees. Taxable equivalent basis (teb) Income from certain specified tax-advantaged sources is increased to a level that would make it comparable to income from taxable sources. There is an offsetting adjustment in the tax provision, thereby generating the same after-tax net income. Tier 1 capital and Tier 1 capital ratio Tier 1 capital comprises the more permanent components of capital and consists primarily of common shareholders’ equity, non-cumulative preferred shares, the majority of which do not have conversion features into common shares, and the eligible amount of innovative capital instruments. In addition, goodwill and other items as prescribed by OSFI are deducted from Tier 1 capital to deter- mine adjusted net Tier 1 capital. The Tier 1 capital ratio is calculated by dividing the adjusted net Tier 1 capital by risk-adjusted assets. Tier 2 capital and Tier 2 capital ratio Tier 2 capital consists mainly of subordinated debentures, trust subordinated notes, the eligible amount of innovative capital instruments that could not be included in Tier 1 capital, and an eligi- ble portion of the total general allowance for credit losses, less OSFI-prescribed deductions. Total capital and total capital ratio Total capital is defined as the total of net Tier 1 and Tier 2 capital. The total capital ratio is calculated by dividing total capital by risk-adjusted assets. Tranche A security class created by a process used in structured finance whereby the risks and returns associated with a pool of assets is packaged into several classes of securities offering different risk and return profiles from those of the underlying asset pool. The aggregate risk of the tranches created is the same as those of the underlying asset pool from which it is derived, but the amount of subordination attached to a specific tranche for losses experienced in the underlying pool of assets and entitlement to its returns differ. The process typically results in the creation of at least three tranches – senior, mezzanine, and equity – with each having a progressively higher degree of credit risk and potential returns. Tranches are typi- cally rated by ratings agencies, and reflect both the credit quality of underlying collateral as well as the level of protection based on the tranches’ relative subordination. Trust Capital Securities (RBC TruCS) Transferable trust units issued by special purpose entities RBC Capital Trust or RBC Capital Trust II for the purpose of raising innovative Tier 1 capital. Trust Subordinated Notes (RBC TSNs) Transferable trust units issued by RBC Subordinated Notes Trust for the purpose of rais- ing innovative Tier 2 capital. U.S. GAAP U.S. generally accepted accounting principles. Value-at-Risk (VaR) A generally accepted risk-measurement concept that uses statistical models based on historical information to estimate within a given level of confi- dence the maximum loss in market value we would experience in our trading portfolio from an adverse one-day movement in market rates and prices. Variable interest entity (VIE) An entity which either does not have sufficient equity at risk to finance its activities without addi- tional subordinated financial support, or where the holders of the equity at risk lack the character- istics of a controlling financial interest. 206 Royal Bank of Canada: Annual Report 2008 Glossary Directors and executive officers Directors W. Geoffrey Beattie (2001) Toronto, Ontario President and Chief Executive Officer The Woodbridge Company Limited Deputy Chairman Thomson Reuters Corporation Thomson Reuters PLC Douglas T. Elix, A.O. (2000) Ridgefield, Connecticut Corporate Director John T. Ferguson, F.C.A. (1990) Edmonton, Alberta Chairman and Chief Executive Officer Princeton Developments Ltd. Princeton Ventures Ltd. The Hon. Paule Gauthier, P.C., O.C., O.Q., Q.C. (1991) Quebec, Quebec Senior Partner Stein Monast L.L.P. Group Executive Janice R. Fukakusa Chief Financial Officer M. George Lewis Group Head Wealth Management Timothy J. Hearn (2006) Calgary, Alberta Corporate Director Alice D. Laberge (2005) Vancouver, British Columbia Corporate Director Jacques Lamarre, O.C. (2003) Outremont, Quebec President and Chief Executive Officer SNC-Lavalin Group Inc. Brandt C. Louie, F.C.A. (2001) West Vancouver, British Columbia President and Chief Executive Officer H.Y. Louie Co. Limited Chairman and Chief Executive Officer London Drugs Limited Michael H. McCain (2005) Toronto, Ontario President and Chief Executive Officer Maple Leaf Foods, Inc. Gordon M. Nixon (2001) Toronto, Ontario President and Chief Executive Officer Royal Bank of Canada David P. O’Brien (1996) Calgary, Alberta Chairman of the Board Royal Bank of Canada Chairman of the Board EnCana Corporation J. Pedro Reinhard (2000) Key Biscayne, Florida President Reinhard & Associates Edward Sonshine (2008) Toronto, Ontario President and Chief Executive Officer RioCan Real Estate Investment Trust Kathleen P. Taylor (2001) Toronto, Ontario President and Chief Operating Officer Four Seasons Hotels and Resorts Victor L. Young, O.C. (1991) St. John’s, Newfoundland and Labrador Corporate Director The date appearing after the name of each director indicates the year in which the individual became a director. A. Douglas McGregor Co-Group Head Capital Markets David I. McKay Group Head Canadian Banking Gordon M. Nixon President and Chief Executive Officer Mark A. Standish Co-Group Head Capital Markets Barbara G. Stymiest Chief Operating Officer W. James Westlake Group Head International Banking and Insurance Directors and executive officers Royal Bank of Canada: Annual Report 2008 207 Principal subsidiaries Principal subsidiaries (1) Royal Bank Mortgage Corporation (4) RBC Capital Trust RBC Dominion Securities Limited (4) RBC Dominion Securities Inc. RBC Investment Services (Asia) Limited RBC Securities Australia Pty Limited Royal Bank Holding Inc. Royal Mutual Funds Inc. Royal Trust Corporation of Canada The Royal Trust Company RBC Insurance Holding Inc. RBC General Insurance Company RBC Insurance Company of Canada RBC Life Insurance Company RBC Direct Investing Inc. RBC Asset Management Inc. RBC Private Counsel Inc. R.B.C. Holdings (Bahamas) Limited RBC Caribbean Investment Limited Royal Bank of Canada Insurance Company Limited Finance Corporation of Bahamas Limited Royal Bank of Canada Trust Company (Bahamas) Limited Investment Holdings (Cayman) Limited RBC (Barbados) Funding Ltd. Royal Bank of Canada (Caribbean) Corporation Royal Bank of Canada Trust Company (Cayman) Limited RBC Alternative Asset Management Inc. (2) RBC Holdings (USA) Inc. (2) RBC USA Holdco Corporation (2), (5) RBC Capital Markets Holdings (USA) Inc. (2) RBC Capital Markets Corporation (2) Prism Financial Corporation (5) RBC Trust Company (Delaware) Limited RBC Insurance Holdings (USA) Inc. Liberty Life Insurance Company RBC Capital Markets Arbitrage S.A. Royal Bank of Canada (Asia) Limited Capital Funding Alberta Limited RBC PH&N Holdings Inc. (6) RBC Bancorpation (USA) (5) RBC Bank (USA) RBCF L.P. (2) Royal Bank of Canada Financial Corporation RBC Finance B.V. Royal Bank of Canada Holdings (U.K.) Limited Royal Bank of Canada Europe Limited Royal Bank of Canada Investment Management (U.K.) Limited Royal Bank of Canada Trust Corporation Limited RBC Asset Management UK Limited RBC Holdings (Channel Islands) Limited Royal Bank of Canada (Channel Islands) Limited RBC Treasury Services (C.I.) Limited RBC Offshore Fund Managers Limited RBC Fund Services (Jersey) Limited RBC Investment Solutions (CI) Limited RBC Investment Services Limited RBC Regent Fund Managers Limited RBC Trust Company (International) Limited Regent Capital Trust Corporation Limited RBC Trust Company (Jersey) Limited RBC Trustees (Guernsey) Limited RBC Regent Tax Consultants Limited RBC Wealth Planning International Limited RBC cees Limited RBC cees International Limited RBC cees Fund Managers (Jersey) Limited Royal Bank of Canada Trust Company (Asia) Limited RBC Reinsurance (Ireland) Limited Royal Bank of Canada (Suisse) Roycan Trust Company S.A. RBC Investment Management (Asia) Limited RBC Capital Markets (Japan) Ltd. RBC Holdings (Barbados) Ltd. RBC Financial (Caribbean) Limited (1) (2) Carrying value of voting shares owned by the bank (3) 925 1,102 3,121 $ Principal office address (2) Montreal, Quebec, Canada Toronto, Ontario, Canada Toronto, Ontario, Canada Toronto, Ontario, Canada Hong Kong, China Sydney, Australia Toronto, Ontario, Canada Toronto, Ontario, Canada Toronto, Ontario, Canada Montreal, Quebec, Canada Mississauga, Ontario, Canada Mississauga, Ontario, Canada Mississauga, Ontario, Canada Mississauga, Ontario, Canada Toronto, Ontario, Canada Toronto, Ontario, Canada Toronto, Ontario, Canada Nassau, Bahamas George Town, Grand Cayman St. Michael, Barbados Nassau, Bahamas Nassau, Bahamas George Town, Grand Cayman St. Michael, Barbados St. Michael, Barbados George Town, Grand Cayman New York, New York, U.S New York, New York, U.S. New York, New York, U.S. Minneapolis, Minnesota, U.S. New York, New York, U.S. Wilmington, Delaware, U.S. Wilmington, Delaware, U.S. Wilmington, Delaware, U.S. Greenville, South Carolina, U.S. Luxembourg, Luxembourg Singapore, Singapore Calgary, Alberta, Canada Toronto, Ontario, Canada Raleigh, North Carolina, U.S. Raleigh, North Carolina, U.S. Wilmington, Delaware, U.S. St. Michael, Barbados Amsterdam, Netherlands London, England London, England London, England London, England London, England Guernsey, Channel Islands Guernsey, Channel Islands Jersey, Channel Islands Guernsey, Channel Islands Jersey, Channel Islands Guernsey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Guernsey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Jersey, Channel Islands Hong Kong, China Dublin, Ireland Geneva, Switzerland Geneva, Switzerland Hong Kong, China St. Michael, Barbados St. Michael, Barbados Port of Spain, Trinidad and Tobago 26,769 5,664 269 4 3,057 14 46 2,703 The bank directly or indirectly owns 100% of the voting shares of each subsidiary except Finance Corporation of Bahamas Limited (75%). Each subsidiary is incorporated or organized under the laws of the state or country in which the principal office is situated, except for RBC Holdings (USA) Inc., RBC USA Holdco Corporation, RBC Capital Markets Holdings (USA) Inc. and RBC Alternative Asset Management Inc., which are incorporated under the laws of the State of Delaware, U.S., RBC Capital Markets Corporation, which is incorporated under the laws of the State of Minnesota and RBCF L.P., which is organized under the laws of the State of Nevada. The carrying value (in millions of dollars) of voting shares is stated as the bank’s equity in such investments. The subsidiaries have outstanding non-voting shares of which the bank, directly or indirectly, owns 100%. RBC USA Holdco Corporation owns 6.68% and Prism Financial Corporation owns 3.25% of RBC Bancorporation (USA). RBC PH&N Holdings Inc. has exchangeable shares outstanding that were issued as part of the consideration to acquire PH&N and which will be exchanged on a one-for-one basis for RBC common shares three years after closing in accordance with the purchase agreement. (3) (4) (5) (6) 208 Royal Bank of Canada: Annual Report 2008 Principal subsidiaries  Vision • Always earning the right to be our clients’ first choice Values • Excellent service to clients and each other • Working together to succeed • Personal responsibility for high performance • Diversity for growth and innovation • Trust through integrity in everything we do Strategic goals • In Canada, to be the undisputed leader in financial services • In the U.S., to be a leading provider of banking, wealth management and capital markets services by building on and leveraging RBC’s considerable capabilities • Internationally, to be a premier provider of select banking, wealth management and capital markets services in markets of choice royal BanK oF CanaD a (RY on TSX and NYSE) and its subsidiaries operate under the master brand name RBC. We are Canada’s largest bank as measured by assets and market capitalization, one of North America’s leading diversified financial services companies and among the largest banks in the world, as measured by market capitalization. We provide personal and commercial banking, wealth management services, insurance, corporate and investment banking and transaction processing services on a global basis. We employ more than 80,000 full- and part-time employees who serve more than 17 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 48 other countries. For more information, please visit rbc.com. Contents 1 Financial highlights 4 Chief Executive Officer’s message 9 Performance review 10 Business discussion 16 Chairman’s message 17 Corporate governance 19 Corporate responsibility 28 Management’s Discussion and Analysis 29 Overview 35 Accounting and control matters 39 Financial performance 51 Quarterly financial information 53 Business segment results 75 Financial condition 83 Risk, capital and liquidity management 112 Overview of other risks 116 Additional factors that may affect future results 119 Additional financial information 125 Consolidated Financial Statements 126 Management’s responsibility for financial reporting 126 Report of Independent Registered Chartered Accountants 127 Management’s Report on Internal Control over Financial Reporting 127 Report of Independent Registered Chartered Accountants 128 Consolidated Balance Sheets 129 Consolidated Statements of Income 130 Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity 131 Consolidated Statements of Cash Flows 132 Notes to the Consolidated Financial Statements 201 Supplementary information 205 Glossary 207 Directors and executive officers 208 Principal subsidiaries 209 Shareholder information This annual report contains forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. Additional information about these factors can be found under Caution regarding forward-looking statements on page 29. Shareholder information Corporate headquarters Street address: Royal Bank of Canada 200 Bay Street Toronto, Ontario Canada M5J 2J5 Tel: (416) 974-5151 Fax: (416) 955-7800 Mailing address: P.O. Box 1 Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 website: rbc.com Transfer Agent and Registrar Main Agent Computershare Trust Company of Canada 1500 University Street Suite 700 Montreal, Quebec Canada H3A 3S8 Tel: 1-866-586-7635 (Canada and the United States) or (514) 982-7555 (International) Fax: (514) 982-7580 website: computershare.com Co-Transfer Agent (U.S.) Computershare Trust Company, N.A. 350 Indiana Street Suite 800 Golden, Colorado U.S.A. 80401 Tel: 1-800-962-4284 Co-Transfer Agent (United Kingdom) Computershare Investor Services PLC Securities Services – Registrars P.O. Box No. 82, The Pavilions Bridgwater Road, Bristol BS99 7NH England Stock exchange listings (Symbol: RY) Common shares are listed on: Canada Toronto Stock Exchange (TSX) U.S. New York Stock Exchange (NYSE) Switzerland Swiss Exchange (SWX) All preferred shares are listed on the Toronto Stock Exchange. Valuation Day price For capital gains purposes, the Valuation Day (December 22, 1971) cost base for our common shares is $7.38 per share. This amount has been adjusted to reflect the two-for-one share split of March 1981 and the two-for-one share split of February 1990. The one-for-one share divi dend paid in October 2000 and April 2006 did not affect the Valuation Day value for our common shares. Shareholder contacts For dividend information, change in share registration or address, lost stock certificates, tax forms, estate transfers or dividend reinvestment, please contact: Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario, Canada M5J 2Y1 Tel: 1-866-586-7635 (Canada and the United States) or (514) 982-7555 (International) Fax: 1-888-453-0330 (Canada and the United States) or (416) 263-9394 (International) e-mail: service@computershare.com For other shareholder inquiries, please contact: Shareholder Relations Royal Bank of Canada 200 Bay Street, 9th Floor South Tower Toronto, Ontario Canada M5J 2J5 Tel: (416) 955-7806 Fax: (416) 974-3535 For financial information inquiries, please contact: Investor Relations Royal Bank of Canada 200 Bay Street 14th Floor, South Tower Toronto, Ontario Canada M5J 2J5 Tel: (416) 955-7802 Fax: (416) 955-7800 or visit our website at rbc.com/investorrelations Direct deposit service Shareholders in Canada and the United States may have their RBC common share dividends deposited directly to their bank account by electronic funds trans- fer. To arrange for this service, please contact our Transfer Agent and Registrar, Computershare Trust Company of Canada. Eligible Dividend Designation For purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our common and preferred shares after December 31, 2005, are designated as “eligible dividends.” Unless stated other- wise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules. Common share repurchases We are engaged in a Normal Course Issuer Bid (NCIB) through the facilities of the Toronto Stock Exchange. During the one-year period commencing November 1, 2008, we may repurchase up to 20 million common shares in the open market at market prices. We determine the amount and timing of the purchases under the NCIB, subject to prior consultation with OSFI. A copy of our Notice of Intention to file a NCIB may be obtained, without charge, by contacting our Secretary at our Toronto mailing address. 2009 Annual Meeting The Annual Meeting of Shareholders will be held on Thursday, February 26, 2009 at 9:00 a.m. (Pacific Standard Time) at the Vancouver Convention & Exhibition Centre, Parkview Terrace, 999 Canada Place, Vancouver, British Columbia, Canada. 2009 Quarterly earnings release dates First quarter Second quarter Third quarter Fourth quarter February 26 May 29 August 27 December 4 Dividend dates for 2009 Subject to approval by the Board of Directors Common and preferred shares series W, AA, AB, AC, AD, AE, AF, AG, AH, AJ and AL La Banque Royale publie aussi son Rapport annuel en français. Legal Deposit, fourth quarter, 2008 Bibliothèque nationale du Québec Record dates Payment dates January 26 April 23 July 27 October 26 February 24 May 22 August 24 November 24 Printed in Canada This annual report is printed on acid-free paper and the entire book is recyclable. Equal EmploymEnt opportunity: As required by our Code of Conduct, which applies to all RBC companies and applies equally to employees, we are committed to providing equal opportunity in all dealings with employees, clients, suppliers and others. In the U.S., our subsidiaries are committed to providing Equal Employment Opportunity in compliance with relevant U.S. federal legislation and regulations (EEO rules) to all employees and applicants for employment. Consistent with this commitment, all employment decisions of our U.S. subsidiaries are based upon skill and performance without regard to race, colour, national origin or ancestry, religion, age, disability, gender, sexual orientation, status as a veteran or any other factors or characteristics protected by law. Our U.S. subsidiaries are Equal Opportunity Employers and comply with U.S. federal, state and municipal employment laws, including regulations applicable to federal contractors. Disclosure in our 2008 Annual Report to Shareholders about our U.S. subsidiaries’ Equal Employment Opportunity practices is required pursuant to EEO rules. Information contained in or otherwise accessible through the websites mentioned in this report to shareholders does not form a part of this report. All references in this report to shareholders to websites are inactive textual references and are for your information only. d n a r b r e t n I Trademarks used in this report include the LION & GLOBE Symbol, ROYAL BANK OF CANADA, RBC, RBC BANK, RBC BLUEPRINT FOR DOING BETTER, RBC BLUE WATER PROJECT, RBC CAPITAL TRUST, RBC COMMUNITY BLUEPRINT, RBC DIRECT INVESTING, RBC ENVIRONMENTAL BLUEPRINT, RBC INSURANCE, RBC SUBORDINATED NOTES TRUST, RBC TSNs, RBC TruCS and RBC WEALTH MANAGEMENT which are trademarks of Royal Bank of Canada used by Royal Bank of Canada and/or its subsidiaries under license. All other trademarks mentioned in this report, which are not the property of Royal Bank of Canada, are owned by their respective holders. RBC Dexia IS and affiliated RBC Dexia IS companies are licensed users of the RBC trademark. the partnership that drives our business a leader in our category R o y a l B a n k o f C a n a d a 2 0 0 8 A n n u a l R e p o r t Working hard to help clients CReAte my own business a mining powerhouse This is a carbon neutral publication. Net carbon dioxide equivalent emissions associated with the production and distribution of this report have been neutralized through the purchase and retirement of certified emission reductions (CERs). CERs are subjected to a rigorous validation, certification, registration and issuance process designed to ensure real, measurable and verifiable emission reductions that are recognized under the Kyoto Protocol. a learning experience an education for our children All paper used in the production of this report is FSC (Forest Stewardship Council) certified, acid free and elemental chlorine free. Fibre used in the manufacture of the paper comes from well-managed forests independently certified by SmartWood Program of the Rainforest Alliance, according to Forest Stewardship Council rules. Paper used for the cover of the report contains 10% post-consumer waste. Form #81104 (12/2008) Royal Bank of Canada 2008 Annual Report a retirement plan we can look forward to a banking experience right for us 

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