Professional Documents
Culture Documents
To:
Subject:
Date:
Attachments:
Maher, Shawn
Scott Alvarez
Thank you.
Thursday, August 28, 2014 10:45:49 AM
[Untitled].pdf
Scott:
Thanks for taking time to see Dave McKay and the rest of our group yesterday.
Attached please find a note to you from Dave.
Please don't hesitate to contact us if we can provide any additional information.
I hope you have a good Labor Day weekend.
All the best,
Shawn
Shawn Maher
Executive Director
Regulatory & Government Affairs, USA
Royal Bank of Canada
Three World Financial Center
200 Vesey Street, 14th Floor
New York, NY 10281
Tel.:202-263-3481
Cell: (b)(6)
shawn.maher@rbccm.com
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From:
To:
Cc:
Subject:
Date:
Attachments:
Parks, Silvia
Paulino, Framil; Meadow, Patricia
Arbuthnott, Marilyn
Briefing memo for Meeting with RBC on 9/5 -FRSONLYWednesday, September 03, 2014 4:05:15 PM
RBC Bios for 9-5-14 Visit.docx
Briefing Memo RBC 9-5-2014.docx
RESTRICTED FR
Pat, Framil,
I attach the briefing memo and bios for Fridays meeting with RBC.
I included in the memo the comment below on the wealth management acquisition RBC is planning.
(b)(5)
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
BiosforRoyalBankofCanadaParticipants
September5,2014
Blair Fleming
Blair Fleming is Managing Director, Head of RBC Capital Markets, U.S. and Head of U.S. Investment Banking. As Head of
RBC Capital Markets, U.S., Mr. Fleming provides oversight on strategy execution with effective governance across all Capital
Market businesses in the U.S. In his role as Head of U.S. Investment Banking, Mr. Fleming has responsibility for client and
product coverage in corporate finance, mergers and acquisitions, equity capital markets, leveraged finance, and loan and high
yield capital markets. Mr. Fleming is a member of the firm's Operating Committee and Loan Commitments Committee.
Mr. Fleming began his career with Royal Bank of Canada in 1986 in London, Ontario and has held numerous senior roles in
Global Investment Banking and Global Debt Markets. Prior to his appointment as head of the U.S. investment banking
division, he was head of RBC's Global Syndicated & Leveraged Finance and Global Infrastructure groups. Mr. Fleming's
extensive banking experience spans more than 22 years and includes senior relationship coverage and transaction
responsibilities. Mr. Fleming holds a Bachelor of Commerce degree and was awarded the Chartered Financial Analyst (CFA)
designation in 1996.
Roger Blissett
Roger Blissett is Managing Director for U.S. Strategy at RBC Capital Markets and branch manager of the 3WFC branch of
Royal Bank of Canada. Mr. Blissett has responsibility for supporting RBC Capital Markets' wholesale activities in the United
States. In his U.S. Strategy role, he is part of the senior management team that sets strategy, manages and monitors RBC
Capital Markets' initiatives locally and abroad.
Before joining RBC in 1996, Mr. Blissett worked as fixed income product manager at Lehman Brothers and was in private
practice at Simpson, Thacher & Bartlett. He also serves as chairman of the Institute of International Bankers. Roger Blissett
has a B.A. in Economics and African Studies from Wesleyan University and J.D. from New York University School of Law.
(FRIDAY, SEPTEMBER 5, 2014; 9:45AM; 33 LIBERTY ST., 10TH FL., PRESIDENTS ROOM)
ATTENDEES
FRBNY:
William Dudley
Patricia Meadow
Royal Bank of Canada: (see bios attached)
Blair Fleming, Managing Director, Head of U.S. Investment Banking, RBC Capital Markets
Roger Blissett, Managing Director, U.S. Strategy, RBC Capital Markets
Purpose/Agenda:
1. Introduction of Blair Fleming, Head of U.S. Investment Banking (replaced Mark Standish in Q1 14)
2. (b)(4), (5) & (8)
Key Events
1 | R e s t r i c t e d F. R .
(b)(5)
2 | R e s t r i c t e d F. R .
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
FW: RBC -FRSONLYFriday, October 10, 2014 1:47:20 PM
AI Question & Notes.docx
FYI.
From: George Davis (FRS)
Sent: Wednesday, October 08, 2014 3:37 PM
To: Joshua Sherwin
Cc: Rosalie Yee (FRS)
Subject: RBC -FRSONLYJosh,
Here are some AI questions/notes with respect to RBCs branch application.
Regards,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
This 1-page draft document has been withheld in full pursuant to exemption 5. In addition, the majority of
the information in this document would not have been considered in the context of the City National
application because such information pertains solely to RBC's federal branch application in New Jersey,
and therefore, would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC -FRSONLYFriday, October 10, 2014 2:43:16 PM
(b)(5)
Regards,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
Draft_RBC questions.docx -FRSONLYMonday, October 20, 2014 1:28:17 PM
Draft_RBC questions.docx
Hi Betsy, attached is a draft set of questions based upon our discussions and discussions with the RB.
I have been in contact with legal and they also have questions. Ill circulate to them shortly.
Thanks
This 1-page draft document has been withheld in full pursuant to exemption 5. Please note that the
majority of the information in this document would not have been considered in the context of RBC's
City National application because such information pertains solely to RBC's federal branch application
in New Jersey, and therefore, would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Hi Betsy,
Joshua Sherwin
Betsy Howes-Bean
FW: RBC AI"s -FRSONLYFriday, October 24, 2014 2:30:26 PM
RBC AIs V6.docx
Josh
From: Kevin Kostyk
Sent: Friday, October 24, 2014 2:18 PM
To: Joshua Sherwin
Cc: Joe Carapiet; Flora Ahn; Michael Waldron
Subject: RBC AI's -FRSONLYJoshua,
Please find the final version of our AIs attached.
Thanks,
Kevin F. Kostyk
Attorney, Legal Division
Federal Reserve Board
(202) 452-2243
Kevin.F.Kostyk@frb.gov
RESTRICTED FR
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the majority of the
information in this document would not have been considered in the context of RBC's City National application
because such information pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC AI"s -FRSONLYFriday, October 24, 2014 2:46:18 PM
RBC AIs V6 Betsy.docx
Here are some comments (many of them I thought we had already discussed the other day). Ill
review a revised version before it goes out. (You can respond to my comments in the comments.)
Thanks!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Friday, October 24, 2014 2:30 PM
To: Betsy Howes-Bean
Subject: FW: RBC AI's -FRSONLYDUPLICATE - An identical copy of this email is contained in the
email chain on October 24, 2014 at 2:30pm (above).
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the majority of the
information in this document would not have been considered in the context of RBC's City National application
because such information pertains solely to RBC's federal branch application in New Jersey, and therefore, would not
be responsive to the FOIA request.
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the
majority of the information in this document would not have been considered in the context of
RBC's City National application because such information pertains solely to RBC's federal branch
application in New Jersey, and therefore, would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RBC AIs V6 Betsy.docx -FRSONLYFriday, October 24, 2014 3:11:59 PM
RBC AIs V6 Betsy.docx
This is the updated in redline with responses in the comments. I will sent a clean copy shortly.
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the majority of the information
in this document would not have been considered in the context of RBC's City National application because such
information pertains solely to RBC's federal branch application in New Jersey, and therefore, would not be responsive to
the FOIA request.
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. In addition, the majority of the
information in this document would not have been considered in the context of the City National application
because such information pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RBC AI.docx -FRSONLYFriday, October 24, 2014 3:22:34 PM
RBC AI.docx
RESTRICTED FR
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the majority of the
information in this document would not have been considered in the context of RBC's City National application
because such information pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC AI.docx -FRSONLYFriday, October 24, 2014 3:36:37 PM
RBC AI Betsy 2.docx
(b)(5)
. Thanks much
and have a good weekend!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Friday, October 24, 2014 3:22 PM
To: Betsy Howes-Bean
Subject: RBC AI.docx -FRSONLYThis is the clean version.
RESTRICTED FR
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the majority of the
information in this document would not have been considered in the context of RBC's City National application
because such information pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Cc:
Subject:
Date:
Attachments:
Joshua Sherwin
Rosalie Yee (FRS); George Davis (FRS)
Betsy Howes-Bean; Kevin Kostyk; Joe Carapiet; Flora Ahn
RBC AI -FRSONLYFriday, October 24, 2014 3:44:54 PM
RBC AI.docx
RESTRICTED FR
RESTRICTED FR
This draft document has been withheld in full pursuant to exemption 5. Please note that the
majority of the information in this document would not have been considered in the context of RBC's
City National application because such information pertains solely to RBC's federal branch
application in New Jersey, and therefore, would not be responsive to the FOIA request.
From:
To:
Cc:
Subject:
Date:
Attachments:
Whidbee, Robin
gjlyons@debevoise.com; arussell@debevoise.com
Davis, George; Yee, Rosalie; McCune, Crystall
<Additional Information Request> - Royal Bank of Canada
Friday, October 24, 2014 4:46:56 PM
AI Request_RBC_10-24-14.pdf
image002.png
Robin Whidbee
Bank Applications Support Associate A
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720-5786 or
646.720.5786
Alt Tel: 212.720.8842
Mobile: 212.729.6496
Fax: 212.720.1608
From:
To:
Cc:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS); George Davis (FRS)
Betsy Howes-Bean; Kevin Kostyk; Joe Carapiet; Flora Ahn
RE: RBC AI -FRSONLYTuesday, October 28, 2014 4:59:54 PM
Thanks Rosalie.
From: Rosalie Yee (FRS)
Sent: Tuesday, October 28, 2014 4:55 PM
To: Joshua Sherwin; George Davis (FRS)
Cc: Betsy Howes-Bean; Kevin Kostyk; Joe Carapiet; Flora Ahn
Subject: RE: RBC AI -FRSONLYFYI
RBCs outside counsel called me. They will do their best to respond in a timely manner but they
might need more time to respond to Questions 3 and 4 (capital ratios and updated financial
statement and asset quality information) because the end of their fiscal year is October 31, 2014.
He will have more information later this week about timing. Just wanted to give you a heads up.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, October 24, 2014 3:4 PM
To: Yee, Rosalie; Davis, George
Cc: Howes-Bean, Betsy E (Board); Kostyk, Kevin F (Board); Carapiet, Joe J (Board); Ahn, Flora H (Board)
Subject: RBC AI -FRSONLY-
From:
To:
Cc:
Subject:
Date:
Attachments:
Russell, Amelia
Hurwitz, Ivan
Davis, George; Yee, Rosalie; McCune, Crystall; Whidbee, Robin; Lyons, Gregory J.
RE: <Additional Information Request> - Royal Bank of Canada- CONFIDENTIAL
Thursday, November 06, 2014 11:24:29 AM
RBC- Supplemental Submission.pdf
CONFIDENTIAL
Dear Mr. Hurwitz:
As you know, Royal Bank of Canada, Montreal, Canada (Royal Bank) filed an
application with the Northeastern District of the Office of the Comptroller of the Currency
(OCC) and the Federal Reserve Bank of New York (FRBNY) on September 11, 2014 to
establish a federal branch with fiduciary powers at 30 Hudson Street, Jersey City, New
Jersey, 07302 (Hudson Branch). In connection with such application, please find attached
the responses your staff has requested, via a letter dated October 24th , to be provided as a
supplement to the application. For ease of review, we have reproduced the staffs questions
in bold. We are also including as a supplemental exhibit, Royal Banks Third Quarter
Report. One original and five hard copies will be hand delivered to you today. Given the
logistical steps to be coordinated by Royal Bank as part of the move, we would kindly
request agency approval of the establishment of the branch in the fourth quarter of 2014.
Royal Bank hereby requests confidential treatment for this email and the information
contained in the responses pursuant to the Freedom of Information Act, as amended, and the
FRB implementing regulations thereunder. The information for which confidential treatment
is requested is financial and commercial information, proprietary in nature, which is not
available to the public from any other source. Disclosure of this information to the public,
including competitors of Royal Bank and its affiliates, would provide the recipient with
information regarding the business and financial plans, potential profitability, proposed
operations and competitive strategies of Royal Bank and its affiliates. From this information,
competitors could make inferences about the operations and competitive strategies of Royal
Bank and its affiliates that could potentially result in the altering of their own competitive
strategies and relationships, a result that could be harmful to the competitive position of
Royal Bank and its affiliates. As such, the confidential information contains proprietary and
confidential business information that is exempt from disclosure under 5 U.S.C. i552(b)(4)
and 12 C.F.R. i261.14(b)(4).
Royal Bank further requests that if, notwithstanding the foregoing, the FRBNY should
determine preliminarily to make available to the public any of the information in the enclosed
documents, it will inform Royal Bank prior to doing so.
We very much appreciate the assistance that has been provided by the FRBNY staff thus
far. Please do not hesitate to contact me at (212) 909-6566 or Amelia J. Russell at (212) 9096538 if you have any questions about the application or would like more information.
Sincerely,
Gregory J. Lyons, Esq
From: Whidbee, Robin [mailto:robin.whidbee@ny.frb.org]
Attached is a copy of our additional information request letter w/r/t Royal Bank of
Canada, Montreal, Canada, to establish a federal branch in Jersey City, New Jersey,
pursuant to Section 211.24(a) of Regulation K. The original letter will be mailed via U.S.
mail.
If you have any questions, please contact George Davis, at (212) 720-1711 or Rosalie Yee,
at (212) 720-2740.
Thank you.
Robin Whidbee
Bank Applications Support Associate A
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720-5786 or
646.720.5786
Alt Tel: 212.720.8842
Mobile: 212.729.6496
Fax: 212.720.1608
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately
contact the sender by reply e-mail and destroy all copies of the original message.
CONFIDENTIAL
BY HAND
November 6, 2014
Ivan J. Hurwitz
Vice President, Bank Applications
Federal Reserve Bank of New York
33 Liberty Street, New York, NY 10045
Royal Bank hereby requests confidential treatment for this letter and the
information contained in the responses pursuant to the Freedom of Information Act, as
amended, and the FRB implementing regulations thereunder. The information for which
confidential treatment is requested is financial and commercial information, proprietary
in nature, which is not available to the public from any other source. Disclosure of this
information to the public, including competitors of Royal Bank and its affiliates, would
provide the recipient with information regarding the business and financial plans,
potential profitability, proposed operations and competitive strategies of Royal Bank and
its affiliates. From this information, competitors could make inferences about the
operations and competitive strategies of Royal Bank and its affiliates that could
potentially result in the altering of their own competitive strategies and relationships, a
result that could be harmful to the competitive position of Royal Bank and its affiliates.
As such, the confidential information contains proprietary and confidential business
information that is exempt from disclosure under 5 U.S.C. 552(b)(4) and 12 C.F.R.
261.14(b)(4).
CONFIDENTIAL
Royal Bank further requests that if, notwithstanding the foregoing, the FRBNY
should determine preliminarily to make available to the public any of the information in
the enclosed documents, it will inform Royal Bank prior to doing so.
We very much appreciate the assistance that has been provided by the FRBNY
staff thus far. Please do not hesitate to contact me at (212) 909-6566 or Amelia J. Russell
at (212) 909-6538 if you have any questions about the application or would like more
information.
Sincerely,
Gregory J. Lyons, Esq.
CONFIDENTIAL
Describe what RBCs plans are for the two branches located in New York,
New York (the NY Branches), once their leases are terminated.
(b)(4); In addition, this response pertains solely to RBC's branch application, and therefore,
is not responsive to the FOIA request.
.
Royal Bank will continue to lease space at 165 Broadway-One Liberty Plaza and
200 Vesey Street in the Brookfield Center (b)(4); In addition, this response pertains solely
to RBC's branch application, and therefore, is not responsive.
Given recent experience
with weather related business disruption, it is critical that all our locations are
independently licensed and have the authority to conduct all activities of each of the NY
Branches. (b)(4); In addition, this response pertains solely to RBC's branch application, and
therefore, is not responsive to the FOIA request.
(b)(4); In addition, this response pertains solely to RBC's branch application, and therefore,
is not responsive to the FOIA request.
CONFIDENTIAL
(b)(4); In addition, this response pertains solely to RBC's branch application, and therefore,
is not responsive to the FOIA request.
2.
Describe any and all efforts by RBC towards relocating or rebooking the
existing assets or business of RBC USA Holdco Corporation, New York, New York
to the NY Branches.
(b)(4); In addition, this response pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
3.
Provide the components of tier 1 and tier 2 capital, and provide calculations
of the ratios of tier 1 and total capital to risk-weighted assets for the consolidated
organization as calculated on a Basel I or Basel III standardized basis for the most
recent quarter ended July 31, 2014.
Information concerning Royal Banks risk-weighted assets as of July 31, 2014, is set
forth on pages 44-49 of the Third Quarter Report, which is attached as Exhibit A hereto.
4.
Provide updated consolidated financial statements and asset quality data as
of July 31, 2014.
An unaudited consolidated balance sheet and income statement for Royal Bank for the
fiscal quarter ended July 31, 2014, are set forth on pages 51 and 52 to 53, respectively, of
the Third Quarter Report. Information relating to the quality of Royal Banks assets is set
forth on pages 44-49, 60-76, and 47-52 of the Third Quarter Report, which is attached as
Exhibit A hereto.
5.
Under Section 173(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act, the Board is required to consider whether RBC presents a risk to
the stability of the United States financial system. Please address (i) the extent to
which the proposed branch would engage in activities that present a risk to the
stability of the United States financial system and (ii) the bank's overall
interconnectedness with the overall United States financial system.
CONFIDENTIAL
The Board of Governors of the Federal Reserve (the Board) recently published an order
approving a foreign banks establishment of a federal branch, in which the Board
considered whether the financial institution presented a risk to the U.S. financial system. 2
The Board indicated that, in determining potential risk to the U.S. financial system, it
gave particular consideration to (i) the absolute and relative size of the institution in its
home jurisdiction; (ii) the scope of the institutions activities, including the type of
activities it proposes to conduct in the United States and the potential for those activities
to increase or transmit financial instability; and (iii) the framework in place for
supervising the institution in its home jurisdiction.3
As indicated in the Application, Royal Bank is Canadas largest bank as measured by
market capitalization and second largest as measured by assets. Royal Bank is also
among the largest banks in the world, as measured by market capitalization and is one of
North Americas leading diversified financial services companies. Thus, Royal Bank has
a large, stable capital base. Nonetheless, it should be highlighted that while Royal Bank
has a material presence in the U.S., it is nowhere near the size of the largest U.S. banking
organizations. As to its U.S. operations, the Board has previously determined that Royal
Bank is subject to consolidated supervision by Canadas OSFI in an order approving
Royal Banks application to acquire Admiralty Bancorp, Inc. (approval dated January 13,
2003).
(b)(4); In addition, this information pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
Board Order Approving Establishment of Branches, Wing Lung Bank Limited (January 13, 2014).
In the context of applications for approval of acquisitions involving bank holding companies under
Section 4 of the Bank Holding Company Act, the Board has laid out similar factors it will consider to
determined risk to the U.S. financial system. Such factors are (1) the size of the resulting firm; (2)
availability of substitute providers for any critical products and services offered by the resulting firm; (3)
interconnectedness of the resulting firm with the banking or financial system; (4) the extent to which the
resulting firm contributes to the complexity of the financial system; (5) the extent of the cross-border
activities of the resulting firm; and (6) other qualitative factors. (See, e.g., Board Order Approving the
Merger of Bank Holding Companies, the Merger of Banks, and the Establishment of Branches,
Cullen/Frost Bankers, Inc. (May 14, 2014); Order Approving the Acquisition of a Bank Holding Company,
Umpqua Holdings Corporation (April 1, 2014); and Order Approving the Merger of Bank Holding
Companies, Old Nation Bancorp (April 7, 2014)).
CONFIDENTIAL
financial distress of the entity.4 The Board has divided indicia of interconnectedness into
three categories: (i) intra-financial system assets, (ii) intra-financial system liabilities, and
(iii) securities outstanding.5 The Board will also focus on the incremental risk potential
associated with the proposed transaction.6
(b)(4); In addition, this information pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
6.
Discuss whether the RBC's home country has adopted, or is proposing to
adopt, a system of regulation for the financial system of the home country to
mitigate any risk the bank may present to the stability of the United States financial
system. Please address the extent to which the government and/or supervisory
authorities of the home country have developed or are working to develop processes
to identify risks to financial stability and respond to emerging threats to financial
stability.
The June 2014 BCBS RCAP review of the status of Canadas adherence with Basel III
requirements, which is attached as Exhibit B hereto, in our view, provides a positive
confirmation that applicable international financial regulations have been implemented in
Canada.
As highlighted in Exhibit B, the Canadian government has also adopted a number of laws
and regulations intended to mitigate risk to the financial system, both domestically and
internationally, posed by the failure of large financial institutions. First and foremost, it
has imposed stringent capital requirements on all regulated institutions that take into
account the size of those institutions and the risk they pose to financial stability.
Legislation also grants broad powers to regulators to monitor and to assume control of a
financial institution that is deemed to be at risk, and in so doing, to reduce the potential
impact on depositors, taxpayers and the broader financial system. Canadian law also
requires institutions deemed to be domestic systemically important banks (D-SIBS) to
have in place a Recovery Plan to return it to viability in the event of a recovery situation.
Royal Bank has in place established financial crisis management planning processes
which include a preparation of annual Recovery Plans in accordance with our home
country supervisor OSFI and international guidance. In addition, the Canada Deposit
4
See Board Order approving Capital One Financial Corporations acquisition of ING Direct fsb (February
14, 2012).
See Banking Organization Systemic Risk Report on Form FRY-15, Schedule B- Interconnectedness
Indicators.
See Board Order approving the Acquisition of Assets, Assumption of Liabilities and the Establishment
of a Branch (October 17, 2014).
CONFIDENTIAL
CONFIDENTIAL
Exhibit A
Royal Bank Third Quarter Report
RBC
All amounts are in Canadian dollars and are based on financial statements prepared in compliance with International Accounting
Standard 34 Interim Financial Reporting, unless otherwise noted.
TORONTO, August 22, 2014 Royal Bank of Canada (RY on TSX and NYSE) today reported record net income of $2,378 million for the
quarter ended July 31, 2014, up $93 million or 4% from the prior year and up $177 million or 8% from last quarter. We also
announced an increase to our quarterly dividend of $0.04 or 6%, to $0.75 per share.
Excluding specified items as discussed below, net income was $2,418 million, up $223 million or 10% from the prior year and up
$217 million or 10%(1) from last quarter. Our results were driven by record earnings in Canadian Banking, Capital Markets, Wealth
Management and Insurance, as well as solid results in Investor & Treasury Services.
RBC had a record third quarter, delivering earnings of over $2.3 billion. These results demonstrate the strength of our diversified
business model, said Dave McKay, RBC President and Chief Executive Officer. Our ability to innovate and use capital effectively
while managing costs positions us well to execute our client-focused strategy and extend our leadership positions across our key
businesses.
Q3 2014 compared to Q3 2013
Net income of $2,378 million (up 4% from $2,285 million)
Diluted earnings per share (EPS) of $1.59 (up $0.08 from $1.51)
Return on common equity (ROE) of 19.6% (down from 21.3%)
Basel III Common Equity Tier 1 (CET1) ratio of 9.5%
Specified items(1) include a loss of $40 million (before- and after-tax), which includes foreign currency translation related to the
closing of the sale of RBC Jamaica this quarter, a loss of $60 million (before- and after-tax) also related to the sale of RBC Jamaica,
along with provisions related to post-employment benefits and restructuring charges in the Caribbean of $40 million ($32 million
after-tax) in Q1 2014, a favourable income tax adjustment of $90 million in Q3 2013, and a restructuring charge of $44 million
($31 million after-tax) related to the integration of Investor Services in Q2 2013.
(1)
These are non-GAAP measures. For further information, including a reconciliation, refer to the Key performance and non-GAAP measures section.
Table of contents
1 Third quarter highlights
2 Managements Discussion and
Analysis
2 Caution regarding forward-looking
statements
2 Overview
2 About Royal Bank of Canada
3 Selected financial and other
highlights
4 Economic, market and regulatory
review and outlook
5 Key corporate events of 2014
5 Financial performance
5 Overview
9 Business segment results
9 How we measure and report our
business segments
20
21
22
25
44
48
49
49
50
51
57
89
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 Q3 2014 Report to Shareholders, in other filings with Canadian
regulators or the SEC, in other reports to shareholders and in other communications. Forward-looking statements in this document
include, but are not limited to, statements relating to our financial performance objectives, vision and strategic goals, the economic
and market review and outlook for Canadian, U.S., European and global economies, the regulatory environment in which we operate,
the outlook and priorities for each of our business segments, and the risk environment including our liquidity and funding
management. The forward-looking information contained in this document is presented for the purpose of assisting the holders of our
securities and financial analysts in understanding our financial position and results of operations as at and for the periods ended on
the dates presented and our financial performance objectives, vision and strategic goals, and may not be appropriate for other
purposes. Forward-looking statements are typically identified by words such as believe, expect, foresee, 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 financial performance objectives, vision and strategic goals will
not be achieved. We caution readers not to place undue reliance on these statements as a number of risk factors could cause our
actual results to differ materially from the expectations expressed in such forward-looking statements. These factors many of which
are beyond our control and the effects of which can be difficult to predict include: credit, market, liquidity and funding, insurance,
regulatory compliance, litigation, operational, strategic, reputation and competitive risks and other risks discussed in the Risk
management and Overview of other risks sections of our 2013 Annual Report and the Risk management section of this Q3 2014
Report to Shareholders; the impact of regulatory reforms, including relating to the Basel Committee on Banking Supervisions (BCBS)
global standards for capital and liquidity reform, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
issued and to be issued thereunder, over-the-counter derivatives reform, the payments system in Canada, the U.S. Foreign Account
Tax Compliance Act (FATCA), and regulatory reforms in the United Kingdom (U.K.) and Europe; the high levels of Canadian household
debt; cybersecurity; the business and economic conditions in Canada, the U.S. and certain other countries in which we operate; the
effects of changes in government fiscal, monetary and other policies; our ability to attract and retain employees; the accuracy and
completeness of information concerning our clients and counterparties; the development and integration of our distribution networks;
model, information technology and social media risk; and the impact of environmental issues.
We caution that the foregoing list 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 and other uncertainties and potential events. Material economic assumptions underlying the forward looking
statements contained in this Q3 2014 Report to Shareholders are set out in the Overview and outlook section and for each business
segment under the heading Outlook and priorities in our 2013 Annual Report, as updated by the Overview section of this Q3 2014
Report to Shareholders. 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 management and Overview of other risks sections
of our 2013 Annual Report and the Risk management section of this Q3 2014 Report to Shareholders.
Information contained in or otherwise accessible through the websites mentioned does not form part of this report. All references in
this report to websites are inactive textual references and are for your information only.
Overview
About Royal Bank of Canada
Royal Bank of Canada is Canadas largest bank, and one of the largest banks in the world, based on market capitalization. We are one
of North Americas leading diversified financial services companies, and provide personal and commercial banking, wealth
management services, insurance, investor services and capital markets products and services on a global basis. We employ
approximately 79,000 full- and part-time employees who serve more than 16 million personal, business, public sector and
institutional clients through offices in Canada, the U.S. and 40 other countries. For more information, please visit rbc.com.
(Millions of Canadian dollars, except per share, number of and percentage amounts)
Total revenue
Provision for credit losses (PCL)
Insurance policyholder benefits, claims and acquisition expense
(PBCAE)
Non-interest expense
Net income before income taxes
Net income
Segments net income (loss)
Personal & Commercial Banking
Wealth Management
Insurance
Investor & Treasury Services
Capital Markets
Corporate Support
Net income
Selected information
Earnings per share (EPS) basic
diluted
Return on common equity (ROE) (2), (3)
PCL on impaired loans as a % of average net loans and acceptances
Gross impaired loans (GIL) as a % of loans and acceptances
July 31
April 30
July 31
July 31
July 31
2014
2014
2013 (1)
2014
2013 (1)
8,977
283
1,009
4,589
3,096
8,270
244
830
4,326
2,870
7,168
267
263
3,991
2,647
25,701
819
2,821
13,296
8,765
22,743
903
1,906
12,043
7,891
2,378
2,201
2,285
6,671
6,241
1,138
285
214
110
641
(10)
2,378
1,115
278
154
112
507
35
2,201
1,167
233
160
104
386
235
2,285
3,324
798
525
328
1,653
43
6,671
3,310
684
488
248
1,231
280
6,241
1.59
1.59
19.6%
0.26%
0.45%
1.47
1.47
19.1%
0.23%
0.45%
1.52
1.51
21.3%
0.26%
0.50%
4.45
4.43
19.0 %
0.26 %
0.45 %
$
$
4.14
4.10
20.0%
0.30%
0.50%
9.5%
11.2%
13.0%
17.3X
9.7%
11.4%
13.2%
17.5X
9.2%
11.3%
13.7%
16.8X
9.5 %
11.2 %
13.0 %
17.3X
9.2%
11.3%
13.7%
16.8X
$ 913,870
199,114
430,421
72,823
598,049
46,965
46,400
371,949
446,500
4,472,300
$ 895,896
191,481
421,436
72,633
587,122
45,933
45,550
349,094
430,600
4,393,000
$ 850,073
174,365
402,405
77,846
547,078
41,829
41,000
314,804
376,900
3,906,100
$ 913,870
199,114
430,421
72,823
598,049
46,965
45,300
371,949
446,500
4,472,300
$ 850,073
174,365
402,405
77,846
547,078
41,829
39,950
314,804
376,900
3,906,100
1,442,312
1,449,455
1,441,536
$
0.71
3.7%
$
80.47
116,000
1,443,115
1,450,271
1,441,349
$
0.71
4.0%
$
73.15
105,435
1,443,350
1,465,991
1,440,178
$
0.63
4.1%
$
64.16
92,402
1,442,615
1,452,868
1,441,536
$
2.09
3.7%
$
80.47
116,000
1,444,686
1,467,781
1,440,178
$
1.86
4.1%
$
64.16
92,402
74,542
1,364
4,940
74,063
1,379
4,972
75,376
1,368
5,043
74,542
1,364
4,940
75,376
1,368
5,043
$
$
0.925
0.917
$
$
0.907
0.912
$
$
0.963
0.974
$
$
0.919
0.917
$
$
0.983
0.974
Comparative amounts prior to November 1, 2013 have been restated for the adoption of new accounting standards. For further details, refer to Note 2 of our Condensed Financial Statements.
Average amounts are calculated using methods intended to approximate the average of the daily balances for the period. This includes ROE and Average common equity. For further details, refer to
the Key performance and non-GAAP measures section.
These measures may not have a standardized meaning under generally accepted accounting principles (GAAP) and may not be comparable to similar measures disclosed by other financial
institutions. For further details, refer to the Key performance and non-GAAP measures section.
Effective the first quarter of 2013, Assets-to-capital multiple is calculated on a transitional basis as per the Office of the Superintendent of Financial Institutions (OSFI) Capital Adequacy
Requirements (CAR) Guideline.
Includes $31.4 billion (April 30, 2014 $32.2 billion, July 31, 2013 $33.3 billion) of securitized mortgages and credit card loans.
Defined as dividends per common share divided by the average of the high and low share price in the relevant period.
Average amounts are calculated using month-end spot rates for the period.
Economic, market and regulatory review and outlook data as at August 21, 2014
Canada
The Canadian economy recovered from the impact of poor weather conditions early in the year and grew in the second calendar
quarter of 2014 at an estimated rate of 2.5%, driven by improved housing activity and stronger consumption growth. The
unemployment rate held relatively steady at 7.0% in July compared to 6.9% in April 2014. The Canadian dollar strengthened slightly
against the U.S. dollar during the second calendar quarter of 2014, as market positioning led to purchases of Canadian dollars,
though the appreciation was not sustained early in the third calendar quarter. Housing market activity continued to recover from the
impact of the harsh weather conditions seen early in 2014, as the number of housing starts increased compared to the prior calendar
quarter. We expect the Canadian economy to grow at an estimated rate of 2.3% in calendar 2014, which is below our previous
estimates. We expect the weak weather-impacted growth rate of the first calendar quarter to be more than offset by higher demand for
Canadian exports due to a stronger U.S. economy and the weaker Canadian dollar later in 2014. The Bank of Canada maintained the
overnight rate at 1% in July 2014, and we do not expect an increase in the current rate until the second calendar quarter of 2015.
U.S.
The U.S. economy reversed the broad based contraction due to harsh weather conditions seen in the first calendar quarter of 2014
and grew in the second calendar quarter of 2014 at an estimated rate of 4.0% reflecting a rebound in activity in most areas of the
economy. The labour market continued to improve and the unemployment rate decreased to 6.2% in July 2014 after averaging 6.5% in
the first six months of the year. The Federal Reserve (Fed) made further reductions of $10 billion to its asset purchase program at each
of its June and July meetings, with the current monthly pace of purchases at $25 billion. Due to the improvement in labour market
conditions, we expect the Fed to continue to reduce its monthly asset purchases, and to announce the conclusion of the purchase
program at its October 2014 meeting. We expect the U.S. economy to grow at a rate of 2.1% during calendar 2014, which is below our
previous estimates. We expect the sharp drop in gross domestic product in the first quarter to be more than offset by strong gains
during the year driven by consumer spending and improved business investment. Given the continuing low level of inflation and
ongoing recovery in the labour market, we also expect the Fed to maintain its key interest rate within the current funds target range of
0.0% to 0.25% until the second calendar quarter of 2015.
Europe
The Euro area economy stagnated in the second calendar quarter of 2014, as certain member country economies contracted during
the quarter. The unemployment rate remained elevated at 11.5% in June 2014. Euro area inflation slowed to an estimated 0.4% in July
2014 from 0.7% in April, and is expected to average 0.6% in calendar 2014. In order to stimulate growth and avoid a period of
deflation, the European Central Bank (ECB) decreased its key interest rate by 10 basis points (bps) to 0.15% in June 2014, and we
expect the key interest rate to remain at this level for the foreseeable future. As well, in June 2014, the ECB introduced negative
deposit rates in order to encourage lending by European banks. As a result of the stagnation experienced in the second calendar
quarter of 2014, we expect the Euro area economy to grow at a rate of 0.8% during calendar 2014, which is below our previous
estimates.
Financial markets
Capital markets in Canada and the U.S. generally improved in our current fiscal quarter from last quarter. Generally, equity markets
were impacted by volatility towards the end of the fiscal quarter caused by uncertainty related to the Feds timeline for an interest rate
increase, uncertainty in the Portuguese financial industry, as well as heightened political tensions in Ukraine and the related
sanctions imposed on Russia. Long-term Canadian and U.S. government bond yields remain near historic lows, and were essentially
flat compared to our previous fiscal quarter. Corporate credit spreads in North America continued to narrow during the quarter,
allowing corporations to borrow at relatively low costs.
Regulatory environment
We continue to monitor and prepare for regulatory developments in order to ensure timely and accurate compliance with new
requirements in a manner that seeks to mitigate adverse business or economic impacts. Those requirements include relevant aspects
of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), including the Volcker Rule and Foreign
Banking Organization (FBO) Rule. We are also continuing to monitor and prepare for global reforms of Over-the-Counter (OTC)
derivatives in a number of areas such as trade reporting, clearing, and exchange trading requirements.
RBC is preparing for compliance with U.S. prohibitions on banking entities engaging in proprietary trading and having certain
relationships with hedge and private equity funds (commonly referred to as the Volcker Rule). As reported last quarter, RBC is
continuing to assess the impact of the rule through ongoing discussions with regulators and others in the industry and internal
analysis of RBC business impacts. For certain of our business activities and investments, we expect to be able to rely on exclusions
and exemptions available under the rule, in which case changes will not be necessary. Activities and investments for which no
exemption or exclusion is available will need to be brought into conformance by the July 2015 effective date, absent any extensions.
Our conformance activities include restructuring our Global Arbitrage and Trading (proprietary trading) unit in the U.S. As well,
extensive compliance and monitoring programs will be required across several of our businesses to monitor and report on ongoing
compliance with the rule. The combined impact of these changes is not expected to materially affect our overall results.
We are also continuing to prepare for compliance with the Feds rule for non-U.S. banks with subsidiaries, affiliates and branches
operating in the U.S. (Enhanced Prudential Standards for Bank Holding Companies and Foreign Banking Organizations), issued on
February 18, 2014 (the FBO Rule). As previously reported, as a foreign banking organization with more than US$50 billion in U.S.
non-branch assets, RBC will be required to establish a U.S. intermediate holding company (IHC) into which all of our U.S. legal entities
must be placed and for which certain U.S. based requirements will apply. The IHC will become subject to Fed oversight comparable to
that for U.S. bank holding companies. As a result, changes to our existing practices will be required to provide the governance and
infrastructure needed to support these U.S.-specific requirements in areas of financial reporting, capital and liquidity, risk
management, and stress testing. An implementation plan outlining our approach for meeting these requirements by the July 1, 2016
effective date, including the formation of the IHC, must be filed with the Fed by January 1, 2015. The Fed has stated that it plans to
issue, at a later date, separate rules to apply early remediation requirements and limits on exposures to single counterparties. The
final rule also deferred application of U.S.-based leverage requirements to January 1, 2018.
On July 23, 2014, the SEC adopted changes to the regulation of money market funds in an effort to minimize the potential for a
systemic run on money market funds. One of the principal reforms was to adopt a floating Net Asset Value (NAV) for institutional
prime money market funds in place of the fixed $1.00 share price. Retail prime and government money market funds however, were
permitted to maintain a fixed $1.00 share price. In addition, the SEC authorized the boards of non-government money market funds to
use liquidity fees and redemption gates to mitigate the risk of runs on money market funds during periods of stress. RBC U.S. Prime
Fund consists of both retail and institutional classes, with the majority of assets in the retail classes, and as such, the business is
currently evaluating the best way to comply with the new requirements that will come into effect in July 2016. RBC does not foresee
any significant issues in complying with the final rules and any related changes to our money market funds.
On August 1, 2014, the Government of Canadas (GoC) Department of Finance released its bail-in consultation paper, Taxpayer
Protection and Bank Recapitalization Regime, with comments due on September 12, 2014. The proposed regime, which applies only
to domestic systemically important banks (D-SIBs), is aimed at ensuring that, (i) taxpayers are protected from having to bail out a
systemically important bank in the highly unlikely event of such an institution running into difficulty; and (ii) Canadas financial
system remains strong by clarifying a banks shareholders and creditors are responsible for bearing losses, thereby giving them
stronger incentives to monitor the banks risk-taking activities. The proposed regime focuses on a specific range of liabilities
(i.e. senior unsecured term wholesale debt that is tradable and transferable with an original term to maturity of over 400 days) and
excludes deposits, shorter-term unsecured wholesale debt, and derivatives. In addition, insured deposits will continue to be
guaranteed by the Canada Deposit Insurance Corporation. The GoC is proposing a statutory power allowing for the permanent
conversion, in whole or in part, of the specified eligible liabilities into common shares of a bank. The GoC is also proposing that the
conversion power only apply to the specified D-SIB liabilities that are issued, originated or renegotiated after an implementation date
determined by the GoC. The regime would not be applied retroactively to liabilities outstanding as of the yet to be determined
implementation date.
Canadian banks have been providing capital and leverage ratios calculated under Basel III to OSFI since January 2013, and will
start publicly reporting the leverage ratio commencing January 1, 2015. In accordance with OSFIs directive to the six D-SIBs, RBC will
be subject to increased capital requirements effective January 1, 2016. On July 30, 2014, OSFI commenced consultations on a
domestic leverage requirement, which includes plans to replace the existing OSFI asset-to-capital multiple with the Basel global
leverage ratio beginning in Q1 2015. RBC is well-positioned to meet the new requirements.
For a discussion on risk factors resulting from these and other regulatory developments which may affect our business and
financial results, refer to the Risk management Top and emerging risks section of our 2013 Annual Report. For further details on our
framework and activities to manage risks, refer to the Risk management and Capital management sections of our 2013 Annual Report,
and the Risk management and Capital management sections of this Q3 2014 Report to Shareholders.
Key corporate events of 2014
Q3 2014 vs.
Q3 2013
Increase (decrease):
Total revenue
PCL
PBCAE
Non-interest expense
Net income
Impact on EPS:
Basic
Diluted
Q3 2014 vs.
Q2 2014
Q3 2014 vs.
Q3 2013
$ 170
3
18
105
23
$ (64)
(3)
(38)
(16)
$ 674
5
60
412
108
$ .02
.02
$ (.01)
(.01)
$ .07
.07
The relevant average exchange rates that impact our business are shown in the following table:
For the three months ended
U.S. dollar
British pound
Euro
(1)
July 31
April 30
July 31
July 31
July 31
2014
0.925
0.547
0.682
2014
0.907
0.541
0.656
2013
0.963
0.633
0.735
2014
0.919
0.550
0.673
2013
0.983
0.634
0.749
Average amounts are calculated using month-end spot rates for the period.
Total revenue
For the three months ended
Interest income
Interest expense
Net interest income
Investments (1)
Insurance (1)
Trading
Banking (1)
Underwriting and other advisory
Other (1)
Non-interest income
Total revenue
Additional information
Total trading revenue
Net interest income
Non-interest income
Total trading revenue
(1)
$
$
$
$
$
$
$
July 31
April 30
July 31
July 31
July 31
2014
5,673
2,026
3,647
1,849
1,383
285
1,085
552
176
5,330
8,977
2014
5,420
1,971
3,449
1,794
1,125
300
991
428
183
4,821
8,270
2013
5,349
1,957
3,392
1,652
561
100
967
305
191
3,776
7,168
2014
16,543
5,987
10,556
5,431
3,790
895
3,070
1,381
578
15,145
25,701
2013
15,757
5,859
9,898
4,739
2,828
607
2,889
1,175
607
12,845
22,743
578
285
863
$
$
$
$
$
$
$
498
300
798
$
$
$
$
$
$
$
418
100
518
Refer to the Financial Performance section of our 2013 Annual Report for the definition of these categories.
$
$
$
$
$
$
$
1,505
895
2,400
$
$
$
$
$
$
$
1,271
607
1,878
Non-interest expense
For the three months ended
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
Salaries
Variable compensation
Benefits and retention compensation
Share-based compensation
$ 1,216
1,253
373
24
$ 1,185
1,104
396
49
$ 1,162
921
362
52
3,601
3,465
1,200
184
3,437
2,966
1,106
209
Human resources
Impairment of other intangibles
Other expenses
$ 2,866
2
1,721
$ 2,734
1,592
$ 2,497
1,494
8,450
2
4,844
7,718
4,325
$ 4,589
$ 4,326
$ 3,991
$ 13,296
Non-interest expense
$ 12,043
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
$ 3,096
$ 2,870
$ 2,647
$ 8,765
$ 7,891
Income taxes
Effective income tax rate (1)
$ 2,094
23.9%
$ 1,650
20.9%
(1)
718
23.2%
669
23.3%
362
13.7%
The key methodologies and assumptions used in our management reporting framework are periodically reviewed by management to
ensure they remain valid and remain unchanged from October 31, 2013. For further details, refer to the How we measure and report
our business segments section of our 2013 Annual Report.
Key performance and non-GAAP measures
Performance measures
July 31
April 30
July 31
2014
2014
2013
Total
Total
Total
$ 2,123
$ 45,550
$ 2,197
$ 41,000
19.1%
21.3%
Personal &
Commercial
Wealth
Banking Management
$ 1,118
$ 15,100
29.4%
20.3%
Insurance
53.2%
Investor &
Treasury
Services
20.1%
Capital
Markets
16.9%
Corporate
Support
n.m.
19.6%
Personal &
Commercial
Wealth
Banking Management
$ 3,262
$ 14,950
29.2%
July 31
2013
Investor &
Treasury
Services
Capital
Markets
Corporate
Support
Total
Total
$ 5,975
$ 39,950
19.1%
Insurance
July 31
2014
45.5%
20.0%
15.3%
n.m.
19.0%
20.0%
Non-GAAP measures
We believe that certain non-GAAP measures are more reflective of our ongoing operating results, and provide readers with a better
understanding of managements perspective on our performance. These measures enhance the comparability of our financial
performance for the three and nine months ended July 31, 2014 with the corresponding periods in the prior year and the three months
ended April 30, 2014. Non-GAAP measures do not have a standardized meaning under GAAP and may not be comparable to similar
measures disclosed by other financial institutions.
The following discussion describes the non-GAAP measures we use in evaluating our operating results.
Economic profit
Economic profit is net income excluding the after-tax effect of amortization of other intangibles less a capital charge for use of
attributed capital. It measures the return generated by our businesses in excess of our cost of capital, thus enabling users to identify
relative contributions to shareholder value.
The capital charge includes a charge for common equity and preferred shares. Effective the first quarter of 2014, we revised our
cost of equity to 9.0% from 8.5% in 2013, largely as a result of higher long-term interest rates.
10
Personal &
Commercial
Banking
Wealth
Management
July 31
April 30
July 31
2014
2014
2013
Insurance
Investor &
Treasury
Services
$ 1,138
(2)
$ 285
(1)
$ 214
$ 110
7
$ 1,143
360
$ 783
18
$ 302
130
$ 172
$ 214
38
$ 176
5
$ 115
50
$ 65
Capital
Markets
$
$
641
3
644
350
294
Corporate
Support
Total
Total
(10) $ 2,378
(23)
(26)
(2)
31
(35) $ 2,383
179
1,107
$ (214) $ 1,276
$
Total
$ 2,201
(26)
$ 2,285
(25)
31
$ 2,206
1,052
$ 1,154
31
$ 2,291
942
$ 1,349
Personal &
Commercial
Banking
Wealth
Management
Insurance
July 31
July 31
2014
2013
Investor &
Treasury
Services
Capital
Markets
Corporate
Support
Total
$ 3,324
(6)
$ 798
(1)
$ 525
$ 328 $ 1,653
(1)
21
$ 3,339
1,061
$ 2,278
55
$ 852
387
$ 465
$ 525
109
$ 416
16
$ 343
151
$ 192
95
(26) $ 6,689
520
3,220
$ (546) $ 3,469
3
$ 1,656
992
$ 664
Total
43 $ 6,671
(69)
(77)
$ 6,241
(74)
87
$ 6,254
2,730
$ 3,524
For the three and nine months ended July 31, 2014, includes $2 million related to the impairment of other intangibles.
Total revenue
PCL
PBCAE
Non-interest expense
Net income before income taxes
Income taxes
Net income
Net income available to common shareholders
Average number of common shares (thousands)
Basic earnings per share (in dollars)
Average number of diluted common shares
(thousands)
Diluted earnings per share (in dollars)
Average common equity
ROE (2)
Effective tax rate
(1)
(2)
As reported
8,977
283
1,009
4,589
$
3,096
718
$
2,378
$
2,297
1,442,312
$
1.59
$
$
1,449,455
1.59
46,400
19.6%
23.2%
July 31
July 31
2014
2013
Item excluded
Item excluded
$
$
$
(40)
40
40
40
$ 0.03
$ 0.03
Adjusted
8,977
283
1,009
4,549
$
3,136
718
$
2,418
$
2,337
1,442,312
$
1.62
$
$
1,449,455
1.62
46,400
20.0%
22.9%
Income tax
adjustment
As reported
7,168
267
263
3,991
$
2,647
362
$
2,285
$
2,197
1,443,350
$
1.52
$
$
1,465,991
1.51
41,000
21.3%
13.7%
$
$
90
(90)
(90)
(0.06)
(0.06)
Adjusted
7,168
267
263
3,991
$
2,647
452
$
2,195
$
2,107
1,443,350
$
1.46
$
$
1,465,991
1.45
41,000
20.4%
17.1%
11
Total revenue
PCL
PBCAE
Non-interest expense
Net income before income taxes
Income taxes
Net income
Net income available to common
shareholders
Average number of common shares
(thousands)
Basic earnings per share (in dollars)
Average number of diluted common
shares (thousands)
Diluted earnings per share (in
dollars)
Average common equity
ROE (3)
Effective tax rate
(1)
(2)
(3)
As reported
July 31
July 31
2014
2013
Items excluded
Items excluded
Total loss on
sale of RBC
Jamaica (1)
25,701
819
2,821
13,296
8,765
2,094
6,671
100
6,425
100
32
1,442,615
4.45
0.07
0.02
Provision for
postemployment
benefits and
restructuring
charges
(100)
100 $
Adjusted
25,701
819
2,821
13,156
8,905
2,102
6,803
$
$
(40)
40 $
8
32 $
1,452,868
$
$
4.43
45,300
19.0%
23.9%
0.07
0.02
$
$
Adjusted
$
90
(90) $
6,557
5,975
(90) $
31
5,916
1,442,615
4.54
1,444,686
4.14
(0.06) $
0.02
1,444,686
4.10
4.52
45,300
19.4%
23.6%
Restructuring
charge (2)
22,743
903
1,906
12,043
7,891
1,650
6,241
1,452,868
$
Income tax
adjustment
As reported
(44)
44 $
13
31 $
1,467,781
$
$
4.10
39,950
20.0%
20.9%
22,743
903
1,906
11,999
7,935
1,753
6,182
1,467,781
$
(0.06) $
0.02
$
$
4.06
39,950
19.8%
22.1%
Total loss is comprised of a loss of $60 million (before- and after-tax) recorded in Q1 2014, and a further loss of $40 million (before- and after-tax) which includes foreign currency translation
recorded in Q3 2014.
The restructuring charge is related to the integration of Investor Services, primarily in Europe.
Based on actual balances before rounding.
2014
Item excluded
Loss related to the closing of
the sale of RBC Jamaica (2)
As reported
Total revenue
PCL
Non-interest expense
Net income before taxes
Net income
Selected balances and other information
Non-interest expense
Total revenue
Efficiency ratio
Revenue growth rate
Non-interest expense growth rate
Operating leverage
$ 3,454
284
1,624
1,546
$ 1,138
(40)
40
$ 40
$ 3,454
284
1,584
1,586
$ 1,178
Adjusted
$ 1,624
3,454
47.0%
2.4%
2.4%
0.0%
$ (40)
$ 1,584
3,454
45.9%
2.4%
(0.2)%
2.6%
2014
Items excluded
Total revenue
PCL
Non-interest expense
Net income before taxes
Net income
Selected balances and other information
Non-interest expense
Total revenue
Efficiency ratio
Revenue growth rate
Non-interest expense growth rate
Operating leverage
(1)
(2)
(3)
As reported
Adjusted
$ 10,171
789
4,869
4,513
$ 3,324
(100)
100
$ 100
(40)
40
$ 32
$ 10,171
789
4,729
4,653
$ 3,456
$ (100)
$ (40)
4,869
10,171
47.9%
4.7%
6.6%
(1.9)%
4,729
10,171
46.5%
4.7%
3.5%
1.2%
There were no adjustments for the three months ended April 30, 2014 and the three and nine months ended July 31, 2013.
Includes foreign currency translation.
Total loss is comprised of a loss of $60 million (before- and after-tax) recorded in Q1 2014, and a further loss of $40 million (before- and after-tax) which includes foreign currency translation
recorded in Q3 2014.
12
2013
Item excluded
(Millions of Canadian dollars, except percentage amounts)
As reported
Total revenue
Non-interest expense
Net income before income taxes
Net income
$ 1,358
1,024
334
$ 248
(44)
44
$ 31
$ 1,358
980
378
$ 279
$ 31
238
2,000
16.0%
Adjusted
269
2,000
18.1%
There were no adjustments for the three and nine months ended July 31, 2014 and the three months ended July 31, 2013.
Related to the integration of Investor Services, primarily in Europe.
Based on actual balances before rounding.
$
$
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
2,475
979
3,454
284
1,624
1,546
1,138
3,244
210
29.4%
2.79%
47.0%
45.9%
0.0%
2.6%
26.4%
$ 352,500
352,400
279,100
213,600
0.32%
2,378
928
3,306
231
1,572
1,503
1,115
3,093
213
30.5%
2.80%
47.5%
n.a.
0.7%
n.a.
25.8%
$ 347,800
348,600
275,800
207,400
0.27%
2,445
927
3,372
226
1,586
1,560
1,167
3,172
200
31.2%
2.83%
47.0%
n.a.
(3.4)%
n.a.
25.2%
$ 342,300
341,600
264,400
185,800
0.26%
7,296
2,875
10,171
789
4,869
4,513
3,324
9,515
656
29.2%
2.79%
47.9%
46.5%
(1.9)%
1.2%
26.3%
$ 349,200
349,400
276,700
213,600
0.30%
For the three
months ended
Estimated impact of U.S. dollar and Trinidad & Tobago dollar (TTD) translation on key income statement items
(Millions of Canadian dollars, except percentage amounts)
Increase (decrease):
Total revenue
Non-interest expense
Net income
Percentage change in average US$ equivalent of C$1.00
Percentage change in average TTD equivalent of C$1.00
(1)
(2)
(3)
(4)
(5)
n.a.
Q3 2014 vs.
Q3 2013
5
3
(4)%
(4)%
7,029
2,682
9,711
720
4,566
4,425
3,310
9,111
600
31.7%
2.79%
47.0%
n.a.
(0.8)%
n.a.
25.2%
$ 336,300
335,300
260,200
185,800
0.29%
For the nine
months ended
Q3 2014 vs.
Q2 2014
$ (2)
(2)
1
2%
1%
Q3 2014 vs.
Q3 2013
$ 36
32
(2)
(6)%
(6)%
NIM is calculated as Net interest income divided by Average total earning assets.
Efficiency ratio is calculated as Non-interest expense divided by Total revenue.
Measures have been adjusted by excluding the loss related to the sale of RBC Jamaica and the provision related to post-employment benefits and restructuring charges in the Caribbean. For further
details, refer to the Key performance and non-GAAP measures section.
Average total earning assets and average loans and acceptances include average securitized residential mortgages and credit card loans for the three months ended July 31, 2014 of $52.9 billion
and $8.3 billion, respectively (April 30, 2014 $52.7 billion and $8.3 billion; July 31, 2013 $52.5 billion and $6.8 billion).
AUA includes securitized residential mortgages and credit card loans as at July 31, 2014 of $23.1 billion and $8.3 billion respectively (April 30, 2014 $23.9 billion and $8.3 billion; July 31, 2013
$26.5 billion and $6.8 billion).
not applicable
13
14
Canadian Banking
As at or for the three months ended
$
$
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
2,331
913
3,244
230
1,418
1,596
1,185
1,849
771
624
2,236
857
3,093
204
1,392
1,497
1,110
1,780
737
576
2,303
869
3,172
213
1,414
1,545
1,151
1,812
781
579
6,863
2,652
9,515
692
4,200
4,623
3,432
5,434
2,266
1,815
6,610
2,501
9,111
659
4,066
4,386
3,265
5,172
2,240
1,699
37.7%
2.73%
43.7%
2.0%
25.8%
$ 339,000
344,800
264,100
204,300
37.7%
2.74%
45.0%
0.9%
25.9%
$ 334,900
341,000
260,600
198,400
37.9%
2.77%
44.6%
(4.0)%
25.5%
$ 329,800
334,200
249,900
177,300
37.4%
2.73%
44.1%
1.1%
25.8%
$ 336,100
341,800
261,500
204,300
38.7%
2.73%
44.6%
(0.8)%
25.6%
$ 324,100
328,000
246,200
177,300
0.26%
0.25%
0.25%
0.27%
0.27%
NIM is calculated as Net interest income divided by Average total earning assets.
Efficiency ratio is calculated as Non-interest expense divided by Total revenue.
Average total earning assets and average loans and acceptances include average securitized residential mortgages and credit card loans for the three months ended July 31, 2014 of
$52.9 billion and $8.3 billion, respectively (April 30, 2014 $52.7 billion and $8.3 billion; July 31, 2013 $52.5 billion and $6.8 billion).
AUA includes securitized residential mortgages and credit card loans as at July 31, 2014 of $23.1 billion and $8.3 billion respectively (April 30, 2014 $23.9 billion and $8.3 billion; July 31,
2013 $26.5 billion and $6.8 billion).
15
PCL increased $33 million, with the PCL ratio flat, primarily due to higher provisions in our personal and small business
portfolios.
Non-interest expense increased $134 million or 3%, due to higher costs in support of business growth including higher staff
costs, litigation provisions, and higher marketing costs related to our Olympic sponsorship. These factors were partially offset by
continuing benefits from our efficiency management activities, including the full integration of Ally Canada.
Wealth Management
As at or for the three months ended
(Millions of Canadian dollars, except number of and percentage amounts and as otherwise noted)
July 31
April 30
July 31
July 31
2014
2014
2013
2014
117
1,059
409
1,585
1,191
394
285
555
609
564
421
20.3%
24.9%
4,396
$ 15,900
35,900
700,600
419,500
384,400
442,100
694,600
436,200
118
997
439
1,554
1,173
381
278
528
609
553
417
20.2%
24.5%
4,396
$ 15,700
36,200
690,800
417,900
381,300
426,300
690,300
423,200
104
890
393
1,387
10
1,064
313
233
475
565
545
347
16.4%
22.6%
4,409
$ 12,500
31,900
615,800
375,400
365,500
373,100
617,000
373,600
346
3,073
1,255
4,674
19
3,555
1,100
798
1,603
1,800
1,656
1,271
19.1%
23.5%
4,396
$ 15,400
35,600
700,600
419,500
384,400
442,100
682,600
420,600
Estimated impact of U.S. dollar, British pound and Euro translation on key income statement items
(Millions of Canadian dollars, except percentage amounts)
Q3 2014 vs.
Q3 2013
Increase (decrease):
Total revenue
Non-interest expense
Net income
$ 41
35
3
(4)%
(14)%
(7)%
(1)
(2)
(3)
(4)
July 31
2013
$
293
2,553
1,226
4,072
9
3,130
933
684
1,396
1,642
1,614
1,034
16.3%
22.9%
4,409
$ 11,700
31,400
615,800
375,400
365,500
373,100
603,400
362,800
For the nine
months ended
Q3 2014 vs.
Q2 2014
$ (15)
(13)
(2)
2%
1%
4%
Q3 2014 vs.
Q3 2013
$ 169
142
17
(6)%
(13)%
(10)%
Effective the first quarter of 2014, BlueBay results are no longer reported on a one-month lag. As a result, the first quarter of 2014 included four months of results from BlueBay.
Pre-tax margin is defined as Net income before income taxes divided by Total revenue.
Represents client-facing advisors across all our wealth management businesses.
Represents period-end spot balances.
16
Non-interest income
Net earned premiums
Investment income (1)
Fee income
Total revenue
Insurance policyholder benefits and claims (1)
Insurance policyholder acquisition expense
Non-interest expense
Net income before income taxes
Net income
Revenue by business
Canadian Insurance
International Insurance
Selected balances and other information
ROE
Premiums and deposits (2)
Fair value changes on investments backing policyholder liabilities (1)
$
$
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
923
381
79
1,383
925
84
143
231
214
871
512
53.2%
1,310
255
926
138
61
1,125
728
102
140
155
154
624
501
42.1%
1,260
18
941
(439)
59
561
154
109
137
161
160
24
537
44.5%
1,286
(553)
2,802
779
209
3,790
2,537
284
430
539
525
$ 2,748
(109)
189
2,828
1,562
344
408
514
$
488
2,265
1,525
$ 1,351
1,477
45.5%
3,846
396
44.4%
$ 3,658
(463)
Estimated impact of U.S. dollar and British pound translation on key income statement items
(Millions of Canadian dollars, except percentage amounts)
Increase (decrease):
Total revenue
PBCAE
Non-interest expense
Net income
Percentage change in average US$ equivalent of C$1.00
Percentage change in average British pound equivalent of C$1.00
(1)
(2)
Q3 2014 vs.
Q3 2013
18
18
(1)
(4)%
(14)%
Q3 2014 vs.
Q2 2014
(2)
(3)
2%
1%
Q3 2014 vs.
Q3 2013
59
60
(2)
(6)%
(13)%
Investment income can experience volatility arising from fluctuation in the fair value of FVTPL assets. The investments which support policyholder liabilities are predominantly fixed income assets
designated as at FVTPL. Consequently changes in the fair values of these assets are recorded in investment income in the consolidated statement of income and are largely offset by changes in the
fair value of the actuarial liabilities, the impact of which is reflected in insurance policyholder benefits and claims.
Premiums and deposits include premiums on risk-based insurance and annuity products, and individual and group segregated fund deposits, consistent with insurance industry practices.
17
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
549 $
859
1,408
965
443
328 $
506
852
1,358
1,024
334
248
182
298
480
330
150
110
20.1%
n.a.
$ 110,200
42,700
67,500
3,546,100
3,481,977
184
292
476
325
151
112
20.1%
n.a.
$ 112,500
42,200
70,300
3,482,700
3,461,900
169
287
456
316
140
104
19.3%
n.a.
$ 108,500
38,800
69,700
3,094,400
3,131,600
20.0%
16.0%
n.a.
18.1%
$ 111,900 $ 104,800
41,900
38,900
70,000
65,900
3,546,100
3,094,400
3,429,000
3,018,900
Estimated impact of U.S. dollar, British pound and Euro translation on key income statement items
(Millions of Canadian dollars, except percentage amounts)
Q3 2014 vs.
Q3 2013
Increase (decrease):
Total revenue
Non-interest expense
Net income
$ 15
14
1
(4)%
(14)%
(7)%
(1)
n.a.
Q3 2014 vs.
Q2 2014
(8)
(5)
(2)
2%
1%
4%
Q3 2014 vs.
Q3 2013
$ 64
52
8
(6)%
(13)%
(10)%
Measure has been adjusted by excluding a restructuring charge related to the integration of Investor Services. For further details, refer to the Key performance and non-GAAP measures section.
not applicable
18
$
$
July 31
April 30
July 31
July 31
2014
2014
2013
2014
999
1,186
2,185
1
1,269
915
641
965
1,220
16.9%
$ 391,500
103,200
66,300
45,300
0.01%
$
$
848
1,024
1,872
13
1,111
748
507
800
1,071
1
14.5%
$ 384,400
106,100
63,800
42,600
0.08%
$
$
727
701
1,428
28
884
516
386
669
752
7
12.6%
$ 372,600
100,700
54,800
36,300
0.20%
2,608
3,259
5,867
12
3,445
2,410
1,653
2,591
3,280
(4)
15.3%
$ 384,000
103,300
63,600
42,400
0.02%
For the three
months ended
Estimated impact of U.S. dollar, British pound and Euro translation on key income statement items
(Millions of Canadian dollars, except percentage amounts)
Increase (decrease):
Total revenue
Non-interest expense
Net income
Percentage change in average US$ equivalent of C$1.00
Percentage change in average British pound equivalent of C$1.00
Percentage change in average Euro equivalent of C$1.00
(1)
Q3 2014 vs.
Q3 2013
91
71
11
(4)%
(14)%
(7)%
July 31
2013
$
$
$
2,178
2,719
4,897
177
2,896
1,824
1,231
2,228
2,604
65
14.2%
$ 371,500
101,500
53,800
34,600
0.44%
For the nine
months ended
Q3 2014 vs.
Q2 2014
$ (37)
(20)
(12)
2%
1%
4%
Q3 2014 vs.
Q3 2013
$ 348
261
51
(6)%
(13)%
(10)%
The teb adjustment for the three months ended July 31, 2014 was $174 million (April 30, 2014 $122 million, July 31, 2013 $95 million) and for the nine months ended July 31, 2014 was
$391 million (July 31, 2013 $286 million ). For further discussion, refer to the How we measure and report our business segments section of our 2013 Annual Report.
19
Non-interest expense increased $385 million or 44%, largely due to higher variable compensation on improved results. Higher
litigation provisions and related legal costs and the impact of foreign exchange translation also contributed to the increase. These
factors were partially offset by continuing benefits from our efficiency management activities.
Q3 2014 vs. Q2 2014
Net income increased $134 million or 26%, driven primarily by higher corporate and investment banking results reflecting strong
growth in equity and debt origination and loan syndication activity. Higher revenue from our trading businesses across most
geographies reflecting strong debt and equity markets, our continued focus on origination and increased activity from client-focused
strategies also contributed to the increase. These factors were partially offset by higher variable compensation on improved results
and lower M&A activity across most geographies. In addition, the prior quarter included a favourable accounting adjustment related to
fair value adjustments on certain RBC debt.
Q3 2014 vs. Q3 2013 (Nine months ended)
Net income increased $422 million or 34%, mainly due to strong growth in our trading and corporate and investment banking
businesses, lower PCL and the impact of foreign exchange translation. These factors were partially offset by higher variable
compensation on improved results, higher litigation provisions and related legal costs, and higher costs in support of business
growth.
Total revenue increased $970 million or 20%, primarily due to higher equity and fixed income trading revenue driven by higher
client activity and improved market conditions as compared to the challenging market conditions in the prior year, and the impact of
foreign exchange translation. Strong growth in equity and debt origination reflecting increased client activity mainly in the U.S., and
higher lending revenue also contributed to the increase. In addition, our prior year revenue was favourably impacted by the
disposition of our LME shares.
PCL decreased $165 million, as the prior year included higher provisions on a few accounts.
Non-interest expense increased $549 million or 19%, mainly due to higher variable compensation on improved results and the
impact of foreign exchange translation. Higher litigation provisions and related legal costs, and higher costs in support of business
growth also contributed to the increase. These factors were partially offset by continuing benefits from our efficiency management
activities.
Corporate Support
As at or for the three months ended
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
(126)
16
(110)
(2)
32
(140)
(130)
(10)
(79)
16
(63)
5
(68)
(103)
35
(53)
17
(36)
3
4
(43)
(278)
235
(243)
34
(209)
(1)
32
(240)
(283)
43
(108)
(15)
(123)
(3)
19
(139)
(419)
280
Teb adjusted.
Net income reflects income attributable to both shareholders and Non-Controlling Interests (NCI). Net income attributable to NCI for the three months ended July 31, 2014 was $23 million (April 30,
2014 $23 million; July 31, 2013 $22 million), and for the nine months ended July 31, 2014 was $69 million (July 31, 2013 $69 million).
Due to the nature of activities and consolidated adjustments reported in this segment, we believe that a comparative period analysis
is not relevant. The following identifies material items affecting the reported results in each period.
Net interest income (loss) and income taxes (recoveries) in each period in Corporate Support include the deduction of the teb
adjustments related to the gross-up of income from Canadian taxable corporate dividends recorded in Capital Markets. The amount
deducted from net interest income (loss) was offset by an equivalent increase in income taxes (recoveries). The teb amount for the
three months ended July 31, 2014 was $174 million as compared to $122 million in the prior quarter and $95 million in the prior year
period. For the nine months ended July 31, 2014, the amount was $391 million as compared to $286 million in the prior year. For
further discussion, refer to the How we measure and report our business segments section of our 2013 Annual Report.
In addition to the teb impacts noted above, the following identifies the other material items affecting the reported results in each
period.
Q3 2014
Net loss was $10 million largely reflecting net unfavourable tax adjustments, which was mostly offset by asset/liability management
activities.
Q2 2014
Net income was $35 million largely reflecting asset/liability management activities and gains on private equity investments.
Q3 2013
Net income was $235 million largely reflecting net favourable tax adjustments including a $90 million income tax adjustment which
related to 2012 and asset/liability management activities.
20
Our quarterly results are impacted by a number of trends and recurring factors, which include seasonality of certain businesses,
general economic and market conditions, and fluctuations in the Canadian dollar relative to other foreign currencies. The following
table summarizes our results for the last eight quarters (the period):
2014
Q3
2012
Q4
Q3
Q2
Q1
Q4
$ 3,351
4,568
$ 3,392
3,776
$ 3,222
4,495
$ 3,284
4,574
$ 3,174
4,294
Total revenue
PCL
PBCAE
Non-interest expense
$ 7,919
334
878
4,151
$ 7,168
267
263
3,991
$ 7,717
287
938
4,009
$ 7,858
349
705
4,043
$ 7,468
361
770
3,854
$ 2,556
455
$ 2,647
362
$ 2,483
574
$ 2,761
714
$ 2,483
584
Net income
$ 2,101
$ 2,285
$ 1,909
$ 2,047
$ 1,899
EPS basic
diluted
1.59 $
1.59
Q2
2013
Q1
1.47 $
1.47
1.39
1.38
1.40
1.39
1.52
1.51
1.26
1.25
1.35
1.34
1.25
1.24
$ 1,070
202
107
91
469
162
$ 1,167
233
160
104
386
235
$ 1,039
222
164
65
383
36
$ 1,104
229
164
79
462
9
$ 1,026
204
195
71
409
(6)
$ 2,101
$ 2,285
$ 1,909
$ 2,047
$ 1,899
17.8%
$ 0.960
13.7%
$ 0.963
23.1%
$ 0.982
25.9%
$ 1.005
23.5%
$ 1.011
(1)
Fluctuations in the Canadian dollar relative to other foreign currencies have affected our consolidated results over the period.
21
acquisition of Ally Canada has contributed incremental revenue since the second quarter of 2013. Trading revenue generally
fluctuated over the period, with the increase in the last few quarters mostly driven by higher client activity and improved market
conditions. Net interest income has also trended upwards over the period, primarily due to solid volume growth across our Canadian
Banking businesses, partially offset by spread compression caused by the continuing low interest rate environment and competitive
pricing pressures. Starting in the first quarter of 2014, the declining value of the Canadian dollar has contributed to the increase in
revenue.
Despite growth in loans, PCL has remained relatively stable over the period reflecting strong asset quality. PCL in Capital Markets
has varied over the period while Wealth Management had provisions in the fourth quarter of 2013 and the first quarter of 2014 related
to a few accounts.
PBCAE has fluctuated quarterly as it includes the changes to the fair value of investments backing our policyholder liabilities,
which is largely offset in revenue. PBCAE has also been impacted by volume growth in our Insurance businesses as well as actuarial
liability adjustments and generally lower claims costs. PBCAE in the fourth quarter of 2013 included a charge as a result of new tax
legislation in Canada as noted above.
While we continue to focus on efficiency management activities, non-interest expense has generally trended upwards over the
period largely in support of business growth. Our acquisition of Ally Canada has contributed incremental costs since the second
quarter of 2013. The first quarter of 2014 was impacted by the loss related to the sale of RBC Jamaica and a provision in the Caribbean
as noted above, while the third quarter of 2014 was impacted by a further loss which includes foreign currency translation related to
the closing of the sale of RBC Jamaica, also noted above. Since the first quarter of 2014, the declining value of the Canadian dollar
has also contributed to the increase.
Our effective income tax rate has fluctuated over the period, largely as a result of varying levels of income being reported in
jurisdictions with different tax rates, as well as fluctuating levels of income from tax-advantaged sources (Canadian taxable corporate
dividends). Our effective tax rate has also been impacted by various favourable tax adjustments as noted above.
Results by geographic segment (1), (2)
For geographic reporting, our segments are grouped into Canada, U.S. 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. The following table summarizes our financial results by geographic region.
For the three months ended
(Millions of
Canadian dollars)
Canada
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
Other
U.S. International
Canada
Other
U.S. International
Canada
Other
U.S. International
Total revenue
$ 5,610 $ 1,699
$ 1,764 $
(1)
(2)
342
272 $ 1,611 $
282
308 $ 1,786 $
286 $
Canada
Other
U.S. International
964
Canada
Other
U.S. International
$ 4,283
755 $ 4,827 $
817
597
For geographic reporting, our segments are grouped into Canada, U.S. and Other International. For further details, refer to Note 29 of our 2013 Annual Consolidated Financial Statements.
Comparative amounts have been revised from those previously presented.
22
Assets
Cash and due from banks
Interest-bearing deposits with banks
Securities
Assets purchased under reverse repurchase agreements and securities borrowed
Loans
Retail
Wholesale
Allowance for loan losses
Segregated fund net assets
Other Derivatives
Other
July 31
April 30
October 31
July 31
2014
2014
2013
2013
16,297
5,383
199,114
135,205
329,831
102,516
(1,926)
645
72,823
53,982
15,879
5,210
191,481
133,981
324,142
99,177
(1,883)
593
72,633
54,683
15,550
9,039
182,710
117,517
320,627
90,182
(1,959)
513
74,822
50,744
13,928
7,348
174,365
120,184
317,269
87,057
(1,921)
463
77,846
53,534
Total assets
$ 913,870
$ 895,896
$ 859,745
$ 850,073
Liabilities
Deposits
Segregated fund liabilities
Other Derivatives
Other
Subordinated debentures
$ 598,049
645
75,096
179,773
6,810
$ 587,122
593
73,206
176,513
6,486
$ 559,350
513
76,745
166,234
7,443
$ 547,078
463
80,378
166,577
7,392
860,373
843,920
810,285
801,888
51,714
1,783
50,183
1,793
47,665
1,795
46,428
1,757
Total liabilities
Equity attributable to shareholders
Non-controlling interests
Total equity
Total liabilities and equity
(1)
(2)
53,497
51,976
49,460
48,185
$ 913,870
$ 895,896
$ 859,745
$ 850,073
Our consolidated balance sheet was impacted by foreign exchange translation. As a result, our total assets and our total liabilities
and equity increased by approximately $21 billion compared to last year and $19 billion compared to October 31, 2013 due to the
weaker Canadian dollar. Compared to last quarter, our total assets and our total liabilities and equity decreased by approximately
$4 billion due to the stronger Canadian dollar.
Q3 2014 vs. Q3 2013
Total assets were up $64 billion or 8% from the previous year.
Interest-bearing deposits with banks decreased by $2 billion or 27%, largely due to lower overnight deposits primarily with
central banks, partially offset by the impact of foreign exchange translation.
Securities were up $25 billion or 14% compared to the prior year, primarily due to an increase in government and corporate debt
securities, largely reflecting our management of liquidity and funding risk. The impact of foreign exchange translation and increased
equity trading positions in support of business activities also contributed to the increase.
Assets purchased under reverse repurchase agreements (reverse repos) and securities borrowed increased $15 billion or 12%,
mainly attributable to increased client activity and the impact of foreign exchange translation.
23
Loans were up $28 billion or 7%, predominantly due to growth in wholesale loans and solid volume growth in residential
mortgages. The impact of foreign exchange translation also contributed to the increase.
Derivative assets were down $5 billion or 6%, mainly attributable to increased financial netting and lower fair values on foreign
exchange forward contracts, partially offset by higher fair values on cross currency interest rate swaps, equity contracts, and interest
rate swap positions.
Total liabilities were up $58 billion or 7% from the previous year.
Deposits increased $51 billion or 9%, mainly attributable to higher business deposits, largely reflecting our issuances of covered
bonds and other fixed term notes to satisfy funding requirements and increased client activity. The impact of foreign exchange
translation and demand for our high-yield savings accounts and other product offerings in our retail business also contributed to the
increase.
Derivative liabilities were down $5 billion or 7%, primarily attributable to increased financial netting and lower fair values on
foreign exchange forward contracts, partially offset by higher fair values on cross currency interest rate swaps, equity contracts, and
interest rate swap positions.
Total equity increased $5 billion or 11%, largely reflecting higher retained earnings, net of dividends.
Q3 2014 vs. Q2 2014
Total assets increased $18 billion or 2% from the prior quarter, primarily attributable to an increase in government debt securities and
volume growth in Canadian home equity products. Growth in wholesale loans and an increase in reverse repos largely due to higher
client activity also contributed to the increase. These factors were partially offset by the impact of foreign exchange translation.
Total liabilities increased $16 billion or 2% from the prior quarter, primarily attributable to higher deposits due to the reasons
noted above. An increase in repurchase agreements largely due to higher client activity, and higher obligations related to securities
sold short also contributed to the increase. These factors were partially offset by the impact of foreign exchange translation.
Q3 2014 vs. Q4 2013
Total assets were up $54 billion or 6%, mainly attributable to the impact of foreign exchange translation and an increase in reverse
repos largely due to higher client activity. Growth in wholesale loans and solid volume growth in Canadian home equity products also
contributed to the increase. These factors were partially offset by a decrease in derivative assets and lower interest-bearing deposits
with banks, both due to the reasons noted above.
Total liabilities increased $50 billion or 6%, mainly attributable to the impact of foreign exchange translation and higher
deposits, largely reflecting our issuances of fixed term notes to satisfy funding requirements and increased client activity. Demand for
our high-yield savings accounts and other product offerings in our retail business and higher obligations related to securities sold
short also contributed to the increase. These factors were partially offset by a decrease in derivative liabilities due to the reasons
noted above.
Off-balance sheet arrangements
In the normal course of business, we engage in a variety of financial transactions that, for accounting purposes, are not recorded on
our Consolidated Balance Sheets. Off-balance sheet transactions are generally undertaken for risk, capital and funding management
purposes which benefit us and our clients. These include transactions with structured entities and may also include the issuance of
guarantees. These transactions give rise to, among other risks, varying degrees of market, credit, liquidity and funding risk, which are
discussed in the Risk management section. Refer to pages 41 to 43 of our 2013 Annual Report for a more detailed discussion of these
types of arrangements.
We use structured entities to securitize our financial assets as well as assist our clients in securitizing their financial assets.
These entities are not operating entities, typically have no employees, and may or may not be recorded on our Consolidated Balance
Sheets.
Securitizations of our financial assets
We periodically securitize our credit card receivables, residential and commercial mortgage loans and bond participation certificates
primarily to diversify our funding sources, enhance our liquidity position and for capital purposes. We also securitize residential and
commercial mortgage loans for sales and trading activities.
The majority of our securitization activities are recorded on our Consolidated Balance Sheets. We securitize our credit card
receivables, on a revolving basis, through a consolidated structured entity. We securitize single and multiple-family residential
mortgages through the National Housing Act Mortgage-Backed Securities (NHA MBS) program, which are not derecognized from our
Consolidated Balance Sheets. For details of these activities, refer to Note 6 and Note 7 of our 2013 Annual Consolidated Financial
Statements.
In addition, we periodically securitize residential mortgage loans for the Canadian social housing program through the NHA MBS
program which are derecognized from our Consolidated Balance Sheets when sold to third party investors. During the third quarter of
2014, we securitized $80 million residential mortgage loans for the Canadian social housing program. During 2013, we did not
securitize mortgages for the Canadian social housing program.
24
(2)
July 31
April 30
July 31
2014
2014
2013
Total assets
Maximum
exposure (1)
Total assets
Maximum
exposure (1)
Total assets
Maximum
exposure (1)
$ 31,249
4,538
1,923
10,783
304
$ 31,856
1,680
1,715
1,417
75
$ 32,246
4,446
1,934
12,138
304
$ 32,873
1,618
1,717
1,295
92
$ 30,315
4,428
1,660
8,472
1,270
$ 30,783
1,679
1,372
1,093
296
$ 48,797
$ 36,743
$ 51,068
$ 37,595
$ 46,145
$ 35,223
The maximum exposure to loss resulting from significant financial interests in these entities consists mostly of investments, loans, liquidity and credit enhancement facilities and fair value of
derivatives. The maximum exposure to loss may exceed the total assets in the multi-seller conduits, as our liquidity facilities may sometimes be extended in amounts greater than the total value of
the assets in the conduits.
Represents multi-seller conduits that we administer.
We have the ability to use credit mitigation tools such as third party guarantees, credit default swaps, and collateral to mitigate risks
assumed through securitization and re-securitization exposures. The process in place to monitor the credit quality of our
securitization and re-securitization exposures involves, among other things, reviewing the performance data of the underlying assets.
We affirm our ratings each quarter and formally confirm or assign a new rating at least annually. For further details on our activities to
manage risks, refer to the Risk management section.
Approximately 76% of assets in unconsolidated structured entities in which we have significant financial interests were internally
rated A or above, compared to 74% in the prior quarter and 80% in the prior year. The increase relative to prior quarter is due to sale
of bonds issued by third party securitization vehicles, initially purchased in the first quarter, and decrease relative to prior year is
primarily related to the additional securitized assets funded by other investors in one third party securitization SPE. For multi-seller
conduits, 100% of assets were internally rated A or above, consistent to the prior quarter, versus the prior year of 99%. All
transactions funded by the unconsolidated multi-seller conduits are internally rated using a rating system which is largely consistent
with that of the external rating agencies.
The assets in unconsolidated structured entities as at July 31, 2014 have varying maturities and a remaining expected weighted
average life of approximately 3.8 years.
RBC-administered multi-seller conduits
We administer multi-seller conduits which are used primarily for the securitization of our clients financial assets. As at July 31, 2014,
the notional amount of backstop liquidity facilities we provide to these conduits decreased by $1 billion or 3% from the prior quarter
and increased by $957 million or 3% from the prior year. Partial credit enhancement facilities we provide decreased by $107 million
from the prior quarter and increased by $77 million from the prior year. The decreases from the prior quarter are primarily due to a
decrease in securitized assets. The increases from the prior year are primarily due to exchange rate differences. Total loans extended
to the multi-seller conduits under the backstop liquidity facilities decreased by $22 million from the prior quarter and by $177 million
from the prior year primarily due to principal repayments.
Our overall exposure decreased $1 billion or 3% compared to the prior quarter primarily due to a decrease in securitized assets,
and increased by $1.1 billion or 3% compared to the prior year, primarily due to exchange rate differences. Correspondingly, total
assets of the multi-seller conduits decreased by $997 million or 3% over the prior quarter and increased by $934 million or 3% over
the prior year. The increase from the prior year is primarily in the Credit Cards, Transportation Finance, Dealer Floor Plan and
Residential Mortgage assets classes partially offset by a decrease in Student Loan asset class.
As at July 31, 2014, the total asset-backed commercial paper (ABCP) issued by the conduits amounted to $19.6 billion, a
decrease of $231 million or 1% from the prior quarter and an increase of $2 billion or 11% from the prior year. The decrease in the
amount of ABCP issued by the multi-seller conduits compared to the prior quarter is primarily due to a decrease in client usage. The
increase from the prior year is primarily due to an increase in client usage and exchange rate differences. The rating agencies that rate
the ABCP rated 72% of the total amount issued within the top ratings category and the remaining amount in the second highest
ratings category compared with 73% in the prior quarter and 75% in the prior year.
We sometimes purchase ABCP issued by the multi-seller conduits in our capacity as a placement agent in order to facilitate
overall program liquidity. As at July 31, 2014, the fair value of our inventory was $32 million (April 30, 2014 $107 million;
July 31, 2013 $17 million). Fluctuations in our inventory held reflect normal trading activity. This inventory is classified as Securities
Trading on our Consolidated Balance Sheets.
Structured finance
We invest in auction rate securities (ARS) of trusts which fund their long-term investments in student loans by issuing short-term
senior and subordinated notes. As at July 31, 2014, the total assets of the unconsolidated ARS trusts in which we have significant
investments were $2.8 billion (April 30, 2014 $2.9 billion; July 31, 2013 $2.9 billion). Our maximum exposure to loss,
representing our on-balance sheet investment in these ARS trusts, as at July 31, 2014, was $714 million (April 30, 2014
$717 million; July 31, 2013 $730 million). The decrease in our maximum exposure to loss relative to the prior periods relate to
25
redemptions and exchange rate differences. As at July 31, 2014, approximately 89% of these investments were rated AA or higher
based on ratings published by Standard & Poors.
We also provide liquidity facilities to certain municipal bond Tender Option Bond (TOB) programs in which we have a significant
interest but do not consolidate. As at July 31, 2014, the total assets of these unconsolidated municipal bond TOB trusts were
$1.1 billion (April 30, 2014 $1.1 billion; July 31, 2013 $1.3 billion) and our maximum exposure to loss was $654 million
(April 30, 2014 $641 million; July 31, 2013 $907 million). The decreases in total assets and maximum exposure to loss compared
to the prior year are due to the investor base decreasing their exposure to leverage in our TOB program.
During this fiscal year, we entered the collateralized loan obligation market as a senior warehouse lender and structuring and
placement agent. We now provide senior warehouse financing to discrete unaffiliated structured entities that are established by third
parties to acquire loans and issue a term collateralized loan obligation transaction. A portion of the proceeds from the sale of the term
collateralized loan obligations certificates is used to fully repay the senior warehouse financing that we provide. During the current
quarter, we agreed to provide and have outstanding one senior warehouse financing facility to a single collateralized loan obligation
entity. As at July 31, 2014 our maximum exposure to loss associated with the single, outstanding senior warehouse financing facility
was $305 million (April 30, 2014 $247 million in connection with an unrelated single collateralized loan obligation entity; July 31,
2013 $nil).
Investment funds
We enter into fee-based equity derivative transactions with third parties including mutual funds, unit investment trusts and other
investment funds. These transactions provide their investors with the desired exposure to the referenced funds, and we economically
hedge our exposure from these derivatives by investing in those referenced funds which are also managed by third parties. Our
maximum exposure as at July 31, 2014, which is primarily related to our investments in the reference funds, was $1.1 billion
(April 30, 2014 $1.1 billion; July 31, 2013 $942 million). The total assets held in the unconsolidated reference funds as at
July 31, 2014 were $1.3 billion (April 30, 2014 $1.3 billion; July 31, 2013 $1.2 billion).
We also provide liquidity facilities to certain third party investment funds. The funds issue unsecured variable-rate preferred
shares and invest in portfolios of tax-exempt municipal bonds. As at July 31, 2014, total assets in these funds were $610 million
(April 30, 2014 $613 million; July 31, 2013 $423 million) and our maximum exposure to loss, which reflects our undrawn liquidity
commitment, was $621 million (April 30, 2014 $624 million; July 31, 2013 $430 million). The increases in total assets and our
maximum exposure to loss from the prior year are primarily related to exchange rate differences and new commitments entered into
during the prior year, respectively.
Third-party securitization vehicles
We hold significant interests in certain unconsolidated third-party securitization vehicles, which are structured entities. We, as well as
other financial institutions, are obligated to provide funding to these entities up to our maximum commitment level and are exposed
to credit losses on the underlying assets after various credit enhancements. As at July 31, 2014, total assets of these entities were
$5.9 billion (April 30, 2014 $6.1 billion; July 31, 2013 $4.2 billion) and our maximum exposure to loss in these entities was
$977 million (April 30, 2014 $1 billion; July 31, 2013 $788 million). The decreases in total assets and our maximum exposure
compared to the prior quarter primarily reflect full repayment of one commitment. The increases from the prior year relate to exchange
rate differences and additional securitized assets funded by us.
We also invest in the securities issued by unconsolidated third-party structured entities, including government-sponsored
entities, as part of our trading activities. These investments do not carry a funding commitment; therefore our maximum exposure to
loss is limited to our investment. As at July 31, 2014, total assets of entities in which we have significant investments were
$4.9 billion (April 30, 2014 $6.0 billion; July 31, 2013 $4.2 billion). Our maximum exposure to loss in these entities was
$440 million (April 30, 2014 $267 million; July 31, 2013 $305 million). Fluctuations in the amounts presented for these entities
reflect normal trading activity and the extent to which our investments in certain entities are significant as at the end of the reporting
period.
Guarantees, retail and commercial commitments
We provide guarantees and commitments to our clients that expose us to liquidity and funding risks. Our maximum potential amount
of future payments in relation to our commitments and guarantee products as at July 31, 2014 was $246 billion compared to
$244 billion in the prior quarter and $226 billion in the prior year. The increase compared to the prior year relates primarily to higher
Other commitments to extend credit, driven by business growth and the impact of foreign currency translation. Refer to Liquidity and
Funding Management and Note 26 to our 2013 Annual Consolidated Financial Statements for details regarding our guarantees and
commitments.
26
Risk management
Credit risk
April 30
October 31
2014
2014
2013
Total
exposure (3)
Total
exposure (3)
Trading-related
Outstanding
Undrawn
commitments
Repo-style
transactions
Other (1)
Total
exposure (3)
Derivatives (2)
Residential mortgages
Personal
Credit cards
Small business (4)
$ 215,523
95,065
14,579
4,664
82,864
19,950
4,462
$ 215,523
177,929
34,529
9,126
211,255
175,744
33,207
8,873
209,238
170,354
34,489
8,472
Retail
$ 329,831
$107,276
$ 437,107
429,079
422,553
47
303
562
3,501
14,276
99
389
782
1,643
515
1,684
8,175
40,218
73,823
160,052
22
3
4,790
26,928
96,423
48
650
238
1,933
19,917
11
425
134
299
893
505
13,695
8,213
22,096
6,758
11,805
12,865
36,416
209,584
1,523
9,990
5,046
39,213
14,627
12,129
64,331
85,420
194,961
6,342
11,728
12,654
36,669
192,585
1,586
9,694
4,602
35,674
14,313
10,932
58,256
87,116
202,719
6,152
10,475
12,667
33,936
179,464
1,446
8,344
4,687
31,663
12,012
10,763
58,543
80,224
177,793
684,870
628,169
Business (4)
Agriculture
$ 5,594
Automotive
6,402
Consumer goods
6,827
Energy
9,325
Non-bank financial services
5,571
Forest products
997
Industrial products
4,532
Mining & metals
1,420
Real estate & related
29,283
Technology & media
4,960
Transportation & environment
5,781
Other
26,162
4,450
Sovereign (4)
1,655
Bank (4)
1,069
4,450
5,238
21,657
9,768
416
4,644
2,710
7,966
8,256
4,159
11,509
5,611
964
Wholesale
$ 112,959
$ 88,417
$146,017
$288,218
$ 69,057
$ 704,668
Total exposure
$ 442,790
$195,693
$146,017
$288,218
$ 69,057
$ 1,141,775
$ 1,113,949
(1)
(2)
(3)
(4)
$ 1,050,722
Includes contingent liabilities such as letters of credit and guarantees, available-for-sale (AFS) debt securities, deposits with financial institutions and other assets.
Credit equivalent amount after factoring in master netting agreements.
Gross credit risk exposure is before allowance for loan losses. Exposure under Basel III 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.
Refer to Note 5 of our 2013 Annual Consolidated Financial Statements for the definition of these terms.
April 30
October 31
2014
2014
2013
Total
exposure
Total
exposure
Trading-related
Undrawn
commitments
Canada
U.S.
Europe
Other International
$ 385,029
27,360
15,274
15,127
$ 140,310
40,326
11,932
3,125
Total exposure
$ 442,790
$ 195,693
$ 146,017
(1)
Repo-style
transactions
Derivatives
56,272
156,341
52,115
23,490
$ 21,240
11,429
31,943
4,445
$ 288,218
$ 69,057
$ 1,141,775
Other
64,736
19,958
43,765
17,558
Total
exposure
667,587
255,414
155,029
63,745
653,151
237,114
162,578
61,106
$ 1,113,949
640,407
211,932
143,925
54,458
$ 1,050,722
27
European exposure
As at
Outstanding
(1)
(2)
(3)
April 30
October 31
2014
2014
2013
Total
European
exposure
Total
European
exposure
Other
Undrawn
commitments (1)
Undrawn commitments
July 31
Letters of
credit and
guarantees
Securities (2)
11,932
Repo-style
transactions
Derivatives
Total
European
exposure
11,932
50,722
$ 162,578 $ 143,925
50,722
58,705
54,416
19,709
$ 24,056 $
$
21,970
21,970
31,641
1,393 $ 9,973 $ 50,696
21,555
18,827
33,513
27,719
$ 48,805 $ 42,963
14,920
$ 38,976 $
1,393 $
7,890
6,306
16,542
13,816
$ 57,457 $ 50,473
7,985
7,985
14,920
1,988 $ 57,631
Comprised of undrawn commitments of $8.9 billion to corporate entities, $2.1 billion to financial entities and $0.9 billion to sovereign entities. On a country basis, exposure is comprised of
$4.8 billion to U.K., $2.4 billion to France, $1.9 billion to Germany, $385 million to Ireland, $383 million to Spain, $1 million to Italy, with the remaining $2 billion related to Other Europe. Of the
undrawn commitments, over 85% are to investment grade entities.
Securities include $14.9 billion of trading securities (April 30, 2014 $16.5 billion), $13.8 billion of deposits (April 30, 2014 $13.4 billion) and $10.3 billion of AFS securities (April 30, 2014
$9.1 billion).
Excludes $3.1 billion (April 30, 2014 $1.3 billion) of exposures to supranational agencies and $0.6 billion (April 30, 2014 $2.6 billion) of exposures to trade credit reinsurance.
Our gross credit risk exposure is calculated based on the definitions provided under the Basel III framework whereby risk exposure is
calculated before taking into account any collateral and inclusive of an estimate of potential future changes to that credit exposure.
On that basis, our total European exposure as at July 31, 2014 was $155 billion. Our gross drawn exposure to Europe was $51 billion,
after taking into account collateral held against repo-style transactions of $51 billion, letters of credit and guarantees, and undrawn
commitments for loans of $31 billion and potential future credit exposure to derivatives of $22 billion. Our net exposure to Europe
was $58 billion, after taking into account $8 billion of collateral, primarily in cash, we hold against derivatives and the addition of
trading securities of $15 billion held in our trading book. Our net exposure to Europe also reflected $0.4 billion of mitigation through
credit default swaps, which are largely used to hedge single name exposures and market risk.
Net European exposure by country (1)
As at
April 30
October 31
2014
2013
Total
Total
Total
$ 21,491
9,026
4,364
$ 17,515
8,270
3,856
Securities
Repo-style
transactions
9,581
484
946
$ 12,132
8,472
3,713
$ 1,103
94
32
584
465
314
$ 23,400
9,515
5,005
$ 11,011
$ 24,317
$ 1,229
$ 1,363
$ 37,920
$ 34,881
$ 29,641
Greece
Ireland
Italy
Portugal
Spain
596
82
11
366
3
7
111
5
176
56
31
4
8
3
664
224
20
550
4
598
246
18
696
174
325
6
491
1,055
302
99
1,461
1,562
996
Luxembourg
Netherlands
Norway
Sweden
Switzerland
Other
469
916
365
1
497
960
1,645
3,066
2,419
2,732
3,142
1,353
5
4
62
87
1
48
268
37
46
127
2,162
4,255
2,825
2,795
3,772
2,441
4,346
4,192
2,990
3,185
3,984
2,317
5,666
2,861
2,925
2,831
3,094
2,459
3,208
$ 14,357
159
526
$ 18,250
$ 21,014
$ 19,836
$ 15,274
$ 38,976
$ 1,393
$ 1,988
$ 57,631
$ 57,457
$ 50,473
U.K.
Germany
France
(1)
(2)
Loans
outstanding
July 31
2014
Derivatives
Geographic profile is based on country of risk, which reflects our assessment of the geographic risk associated with a given exposure. Typically, this is the residence of the borrower.
Gross credit risk exposure to peripheral Europe is comprised of $nil to Greece (April 30, 2014 $nil), Ireland $2 billion (April 30, 2014 $2.7 billion), Italy $0.2 billion (April 30, 2014 $0.2 billion),
Portugal $0.1 billion (April 30, 2014 $0.1 billion), and Spain $1 billion (April 30, 2014 $1.1 billion).
28
Our exposure was predominantly investment grade. Our net exposure to larger European countries, including the U.K., Germany
and France, was primarily related to our capital markets, wealth management and investor services businesses, particularly in fixed
income, treasury services, derivatives, and corporate and individual lending. These are predominantly client-driven businesses where
we transact with a range of European financial institutions, corporations and individuals. In addition, we engage in primary dealer
activities in the U.K., where we participate in auctions of government debt and act as a market maker and provide liquidity to clients.
Exposures to other European countries are largely related to securities which include trading securities, deposits, and available-forsale (AFS) securities.
Our trading securities are related to both client market making activities and our funding and liquidity management needs. All of
our trading securities are marked-to-market on a daily basis. Deposits are primarily related to deposits with central banks or financial
institutions and also included deposits related to our wealth management business in the Channel Islands. AFS securities are largely
comprised of Organization of Economic Co-operation and Development government and corporate debt. Our European corporate loan
book is run on a global basis and the underwriting standards for this loan book reflect the same approach to the use of our balance
sheet as we have applied in both Canada and the U.S. We had a PCL recovery on this portfolio of $1 million this quarter, compared to
no PCL in the prior quarter. The gross impaired loans ratio of this loan book was 0.16%, down slightly from 0.18% in the prior quarter.
Net European exposure by client type
As at
U.K.
Germany
France
Total U.K.,
Germany,
France Greece
July 31
April 30
October 31
2014
2014
2013
Total
Europe
Total
Europe
Ireland
Italy Portugal
Total
Spain Peripheral
Other
Europe
Total
Europe
Financials
Sovereign
Corporate
$ 5,290 $ 6,369 $ 1,295 $ 12,954 $ $ 67 $ 63 $ 4 $ 143 $ 277 $ 10,995 $ 24,226 $ 26,872$ 21,593
8,956
2,263 2,689
13,908
15
8
10
33
3,974
17,915
15,893 16,205
9,154
883 1,021
11,058
3 582 153
16 397 1,151
3,281
15,490
14,692 12,675
Total
$ 23,400 $ 9,515 $ 5,005 $ 37,920 $ 3 $ 664 $ 224 $ 20 $ 550 $ 1,461 $ 18,250 $ 57,631 $ 57,457$ 50,473
Residential mortgages and home equity lines of credit (insured vs. uninsured)
Residential mortgages and home equity lines of credit are secured by residential properties. The following table presents a breakdown
by geographic region:
As at July 31, 2014
Home equity
lines of credit
Region (3)
Canada
Atlantic provinces
Quebec
Ontario
Prairie provinces
B.C. and territories
Insured (2)
Uninsured
Total
6,274
12,778
35,228
25,182
15,614
55%
50
41
53
38
5,088
12,852
50,673
22,359
25,597
45%
50
59
47
62
$ 95,076
4
12
45%
1
$ 116,569
475
2,971
55%
99
100
$ 211,645
479
2,983
$ 43,433
291
2,790
Total International
100%
16
3,446
11,362
25,630
85,901
47,541
41,211
Total
3,462
2,053
4,092
17,030
10,355
9,903
3,081
Total
$ 95,092
44%
$ 120,015
56%
$ 215,107
$ 46,514
$ 95,066
45%
$ 115,618
55%
$ 210,684
$ 46,143
29
Residential mortgages
(Millions of Canadian dollars, except percentage amounts)
Insured (2)
Region (3)
Canada
Atlantic provinces (5)
Quebec (5)
Ontario (5)
Prairie provinces (5)
B.C. and territories (5)
Total Canada
U.S.
Other International
Total International
Total
(1)
(2)
(3)
(4)
(5)
6,441
12,535
36,914
24,899
16,170
$ 96,959
5
11
$
16
$ 96,975
Uninsured
59%
53
45
55
40
48%
1
1%
47%
Total
4,548
11,269
45,174
20,209
24,393
$ 105,593
344
2,634
$
2,978
$ 108,571
41%
47
55
45
60
52%
99
100
99%
53%
Total
10,989
23,804
82,088
45,108
40,563
$ 202,552
349
2,645
$
2,994
$ 205,546
1,967
3,963
16,566
10,488
10,131
$ 43,115
252
1,861
$ 2,113
$ 45,228
The residential mortgages amounts exclude our third party mortgage-backed securities (MBS) of $416 million (April 30, 2014 $571 million; July 31, 2013
$895 million).
Insured residential mortgages are mortgages whereby our exposure to default is mitigated by insurance through the Canada Mortgage and Housing Corporation (CMHC)
or other private mortgage default insurers.
Refer to the Risk management section of our 2013 Annual Report for the definition of these regions.
Total Canada residential mortgages balance of $212 billion consolidated is comprised of $189 billion of residential mortgages and $5 billion of mortgages with
commercial clients of which $3.4 billion are insured mortgages, both in Canadian Banking, and $18 billion of securitized residential mortgages in Capital Markets.
Effective Q4 2013, comparative amounts have been revised from those previously presented.
Home equity lines of credit are uninsured and reported within the personal loan category. As at July 31, 2014, home equity lines of
credit in Canadian Banking were $43 billion (April 30, 2014 $43 billion). Approximately 97% of these home equity lines of credit
(April 30, 2014 97%) are secured by a first lien on real estate, and less than 8% (April 30, 2014 8%) of these clients pay the
scheduled interest payment only.
Residential mortgages portfolio by amortization period
The following table provides a summary of the percentage of residential mortgages that fall within the remaining amortization periods
based upon current customer payment amounts, which incorporate payments larger than the minimum contractual amount and/or
higher frequency of payments:
As at
July 31
April 30
2014
Canada
Amortization period
25 years
> 25 years 30 years
> 30 years 35 years
> 35 years
Total
71%
22
6
1
100%
2014
Total
92%
8
100%
Canada
71%
22
6
1
100%
70%
22
7
1
100%
Total
92%
8
100%
70%
22
7
1
100%
Average loan-to-value (LTV) ratio for newly originated and acquired uninsured residential mortgages and homeline products
The following table provides a summary of our average LTV ratio for newly originated and acquired uninsured residential mortgages
and homeline products by geographic region:
For the three months ended
July 31
April 30
July 31
2014
2014
2014
Uninsured
Residential
mortgages (1)
Uninsured
Homeline
products (2)
Residential
mortgages (1)
Uninsured
Homeline
products (2)
Residential
mortgages (1)
Homeline
products (2)
Region (3)
Atlantic provinces
Quebec
Ontario
Prairie provinces
B.C. and territories
U.S.
Other International
74%
71
71
74
71
72
85
74%
73
71
74
68
n.m.
n.m.
73%
71
71
73
68
71
85
75%
73
71
73
67
n.m.
n.m.
74%
71
71
74
69
71
85
74%
73
71
73
67
n.m.
n.m.
72%
71%
71%
71%
72%
71%
(1)
(2)
(3)
(4)
30
While the above table provides the LTV ratios for the current quarter originations, the LTV ratio on our outstanding balances of the
entire Canadian Banking uninsured residential mortgages including homeline products is 55% as at July 31, 2014 (April 30, 2014
56%). This calculation is weighted by mortgage balances and adjusted for property values based on the Teranet National Bank
National Composite House Price Index.
We employ a risk-based approach to property valuation. Property valuation methods include automated valuation models (AVM)
and appraisals. An AVM is a tool that estimates the value of a property by reference to market data including sales of comparable
properties and price trends specific to the Metropolitan Statistical Area in which the property being valued is located. Using a riskbased approach, we also employ appraisals which can include drive-by or full on-site appraisals.
We continue to actively manage our entire mortgage portfolio and perform stress testing, based on a combination of increasing
unemployment, rising interest rates, and a downturn in real estate markets. Our stress test results indicate the vast majority of our
residential mortgage and homeline clients have sufficient capacity to continue making payments in the event of a shock to one of the
above noted parameters.
Credit quality performance
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
$ 284
1
(2)
$ 231
13
$ 226
10
28
3
$ 789
19
12
(1)
$ 720
9
177
(3)
Total PCL
$ 283
$ 244
$ 267
$ 819
$ 903
Canada (2)
Residential mortgages
Personal
Credit cards
Small business
4
91
88
7
17
299
260
33
15
277
266
23
196
30
191
24
190
39
609
88
581
109
226
215
229
697
690
(2)
(3)
5
86
89
11
Retail
Wholesale
U.S. (2)
Retail
Wholesale
(1)
4
96
88
8
1
4
5
$
21
31
2
$
10
17
2
22
24
$
7
7
1
7
8
$
60
54
3
40
43
33
137
52
27
14
114
170
$ 283
$ 244
$ 267
$ 819
$ 903
0.26%
0.32
0.26
3.07
(0.02)
0.01
0.23%
0.27
0.25
1.60
0.00
0.08
0.26%
0.26
0.25
0.76
0.31
0.20
0.26%
0.30
0.27
1.85
0.16
0.02
0.30%
0.29
0.27
1.14
0.10
0.44
PCL in Corporate Support and Other primarily comprised of PCL for loans not yet identified as impaired. For further information, refer to
the How we measure and report our business segments section of our 2013 Annual Report.
Geographic information is based on residence of borrower.
PCL on impaired loans as a % of average net loans and acceptances.
31
July 31
April 30
July 31
2014
2014
2013
1,929
17
50
2
1
1,905
10
56
3
1
1,811
33
219
3
6
Total GIL
1,999
1,975
2,072
Canada (1)
Retail
Wholesale
696
480
769
487
695
490
GIL
U.S. (1)
Retail
Wholesale
1,176
$
GIL
Other International (1)
Retail
Wholesale
31
$
GIL
Total GIL
13
18
1,256
327
465
1,999
0.45%
0.55
0.33
11.01
0.10
0.08
30
$
792
$
15
15
1,185
312
377
150
$
689
$
1,975
0.45%
0.55
0.36
9.57
0.07
0.09
14
136
273
464
737
2,072
0.50%
0.53
0.33
9.84
0.26
0.40
32
2013
537
10
17
2
1
150
156
1
16
113
131
498
11
13
2
524
$
162
143
1
12
105
101
132
170
302
13
$
477
9
73
2
561
305
17
July 31
2014
306
April 30
2014
567
July 31
3
35
38
102
119
244
206
567
524
561
1,450
1,450
1,451
2,017
1,974
221
2,012
33
The following table shows Market risk VaR (VaR) and Market risk Stressed VaR (SVaR) for FVTPL positions, with the exception of those
in a designated hedging relationship and positions held in RBC Insurance.
July 31
April 30
July 31
2014
2014
2013
For the
three months ended
As at
Jul. 31
Average
Equity
Foreign exchange
Commodities
Interest rate
Credit specific (1)
Diversification (2)
$ 9
1
2
19
8
(16)
$ 10
2
2
22
8
(18)
High
14
3
3
26
10
(23)
Low
As at
Apr.30
$ 4
1
2
18
6
(15)
$ 16
1
2
30
8
(24)
For the
three months ended
Average
11
2
3
33
8
(21)
As at
Jul. 31
$ 10
6
3
44
10
(27)
For the
three months ended
Average
8
5
2
42
10
(22)
45
$ 23
$ 26
32
$ 19
$ 33
36
$ 46
$ 76
$ 87
$ 105
$ 74
$ 96
$ 103
$ 95
$ 105
July 31
July 31
2014
2013
For the
nine months ended
As at
Jul. 31
Average
Equity
Foreign exchange
Commodities
Interest rate
Credit specific (1)
Diversification (2)
$ 9
1
2
19
8
(16)
$ 10
2
3
29
9
(21)
High
17
5
7
36
11
(30)
Low
As at
Jul. 31
For the
nine months ended
Average
$ 4
1
2
18
6
(15)
$ 10
6
3
44
10
(27)
9
3
3
41
10
(23)
$ 23
$ 32
39
$ 19
$ 46
43
$ 76
$ 97
$ 121
$ 74
$ 95
89
(1)
(2)
General credit spread risk is measured under interest rate VaR while credit specific risk captures issuer-specific credit spread volatility.
Market risk VaR is less than the sum of the individual risk factor VaR results due to portfolio diversification.
34
The following chart graphically displays our daily trading profit and loss and our daily Market risk VaR. During the quarter there
was one day of net trading losses totaling $0.2 million, compared to no net trading losses in the second quarter of 2014.
Trading Revenue and VaR (Millions of Canadian dollars)
60
40
20
-20
-40
-60
14
13
-20
Jul
01
01
-20
t-2
Oc
Ap
14
-20
r-2
Jan
Jul
April 30
July 31
2014
2014
2013
Canadian
dollar
impact
$ (824)
686
(1)
(2)
U.S.
dollar
impact (1)
Total
$ (3) $ (827)
(1)
685
$ 382
(319)
U.S.
dollar
impact (1)
Total
$ 12 $ 394
(2)
(321)
Economic
value of
equity risk
$ (692)
568
Net interest
income risk (2)
$ 397
(358)
Economic
value of
equity risk
$ (502)
375
Net interest
income risk (2)
$ 439
(311)
Represents the impact on the non-trading portfolios held in our U.S. banking operations.
Represents the 12-month Net interest income exposure to an instantaneous and sustained shift in interest rates.
35
Balance sheet
amount
16,297
5,383
Traded
risk (1)
10,289
1,305
Non-traded
risk (2)
Non-traded risk
primary risk sensitivity
6,008
4,078
Interest rate
Interest rate
152,756
46,358
146,102
6,654
46,358
135,205
135,063
142
Interest rate
329,831
102,516
(1,926)
645
72,823
47,787
6,195
16,180
431
69,199
13,848
313,651
102,085
(1,926)
645
3,624
33,939
$ 913,870
$ 392,417
$ 515,258
$ 598,049
645
$ 115,410
$ 482,639
645
52,054
52,054
65,423
75,096
48,988
6,810
13,308
65,288
73,451
14,770
135
1,645
34,218
6,810
Total liabilities
$ 860,373
$ 320,973
$ 526,092
Total equity
$ 913,870
Total assets
Liabilities subject to market risk
Deposits (13)
Segregated fund liabilities (14)
Other
Obligations related to securities sold short
Obligations related to assets sold under repurchase
agreements and securities loaned (15)
Derivatives
Other liabilities (16)
Subordinated debentures
Liabilities not subject to market risk (17)
(1)
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
53,497
Traded risk includes FVTPL positions whose revaluation gains and losses are reported in revenue. Market risk measures of VaR, Stressed VaR and Stress testing are used as risk controls for traded
risk.
(2)
Non-traded risk includes positions used in the management of the structural interest rate risk (SIRR) and other non-trading portfolios. Other material non-trading portfolios include positions from our
Insurance business and AFS securities not included in SIRR.
The following footnotes provide additional information on the Non-traded risk amounts:
(3)
Cash and due from banks includes $5,377 million included in SIRR. An additional $631 million is included in other risk controls.
(4)
Interest-bearing deposits with banks of $4,078 million are included in SIRR.
(5)
Trading securities include $6,643 million in securities used in the management of the structural interest rate risk of RBC Insurance, which is not included in our disclosed SIRR measure.
(6)
Available-for-sale securities of $42,532 million are included in SIRR. An additional $3,826 million are held by our insurance businesses that do not contribute to our disclosed SIRR measures and
certain legacy assets.
(7)
Assets purchased under reverse repurchase agreements include $142 million reflected in SIRR.
(8)
Retail loans include $313,653 million reflected in SIRR.
(9)
Wholesale loans include $100,937 million reflected in SIRR. An additional $1,148 million is used in the management of the structural interest rate risk of RBC Insurance.
(10) Investments for the account of segregated fund holders are included in the management of the structural interest rate risk of RBC Insurance.
(11) Other assets include $31,579 million reflected in SIRR. An additional $2,360 million is used in the management of the structural interest rate risk of RBC Insurance.
(12) Other assets include $6,195 million of physical and other assets that are not subject to market risk.
(13) Deposits include $482,639 million reflected in SIRR.
(14) Insurance and investment contracts for the account of segregated fund holders are included in the management of the structural interest rate risk of RBC Insurance.
(15) Obligations related to assets sold under repurchase agreements include $135 million reflected in SIRR.
(16) Other liabilities include $9,158 million used in the management of the structural interest rate risk of RBC Insurance, and $25,060 million contribute to our SIRR measure.
(17) Other liabilities include $13,308 million of payroll related and other liabilities that are not subject to market risk.
36
Balance sheet
amount
15,879
5,210
8,760
874
148,398
43,083
142,115
133,981
133,776
7,119
4,336
Interest rate
Interest rate
6,283
Interest rate, credit spread
43,083 Interest rate, credit spread, equity
205
324,142
99,177
(1,883)
593
72,633
48,178
6,505
$ 895,896
16,908
434
68,783
12,279
$ 383,929
505,462
$ 587,122
593
$ 110,122
477,000
593
50,423
50,423
63,790
73,206
50,964
6,486
11,336
$ 843,920
$ 51,976
$ 895,896
63,602
72,003
14,954
188
1,203
36,010
6,486
$ 311,104
Non-traded risk
primary risk sensitivity
307,234
98,743
(1,883)
593
3,850
35,899
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
Interest rate
521,480
(1)
Traded risk includes FVTPL positions whose revaluation gains and losses are reported in revenue. Market risk measures of VaR, Stressed VaR and Stress testing are used as risk controls for traded
risk.
(2)
Non-traded risk includes positions used in the management of the structural interest rate risk (SIRR) and other non-trading portfolios. Other material non-trading portfolios include positions from our
Insurance business and AFS securities not included in SIRR.
The following footnotes provide additional information on the Non-traded risk amounts:
(3)
Cash and due from banks includes $6,088 million included in SIRR. An additional $1,031 million is included in other risk controls.
(4)
Interest-bearing deposits with banks of $4,336 million are included in SIRR.
(5)
Trading securities include $6,283 million in securities used in the management of the structural interest rate risk of RBC Insurance, which is not included in our disclosed SIRR measure.
(6)
Available-for-sale securities of $39,174 million are included in SIRR. An additional $3,909 million are held by our insurance businesses that do not contribute to our SIRR measures and certain
legacy assets.
(7)
Assets purchased under reverse repurchase agreements include $205 million reflected in SIRR.
(8)
Retail loans include $307,235 million reflected in SIRR.
(9)
Wholesale loans include $97,620 million reflected in SIRR. An additional $1,123 million is used in the management of the structural interest rate risk of RBC Insurance.
(10) Investments for the account of segregated fund holders are included in the management of the structural interest rate risk of RBC Insurance.
(11) Other assets include $33,526 million reflected in SIRR. An additional $2,373 million is used in the management of the structural interest rate risk of RBC Insurance.
(12) Other assets include $6,505 million of physical and other assets that are not subject to market risk.
(13) Deposits include $477,000 million reflected in SIRR.
(14) Insurance and investment contracts for the account of segregated fund holders are included in the management of the structural interest rate risk of RBC Insurance.
(15) Obligations related to assets sold under repurchase agreements include $188 million reflected in SIRR.
(16) Other liabilities include $8,818 million used in the management of the structural interest rate risk of RBC Insurance, and $27,192 million contribute to our SIRR measure.
(17) Other liabilities include $11,336 million of payroll related and other liabilities that are not subject to market risk.
There have been no material changes to our Liquidity Management Framework from the framework described in our 2013 Annual
Report. We continue to maintain liquidity and funding that is appropriate for the execution of our strategy. Our liquidity and funding
risk remain well within our risk appetite.
Regulatory environment
We continue to monitor and, as appropriate, modify our risk policies, practices and processes to align with regulatory developments
and to position ourselves for prospective regulatory reforms, such as the Basel III regulatory liquidity standards established by the
BCBS and supported by OSFI and other jurisdictions. The BCBS liquidity standards include minimum requirements for two regulatory
measures, the Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR). In January 2013, the BCBS released its final rules
for LCR, with phased timelines for compliance, starting with a minimum of 60% coverage in 2015 and increasing by 10% annually to
100% in 2019. In January 2014, the BCBS released its final paper on Liquidity coverage ratio disclosure standards and published a
consultative document on the NSFR guidelines. Banks are expected to comply with the BCBS LCR disclosure standards beginning in
the first full fiscal quarter of calendar 2015 (Q2 for Canadian banks). Comments on the consultative document on NSFR were
submitted in early April to the BCBS. Planned implementation for NSFR is 2018.
37
In May 2014, OSFI issued the final version of the Liquidity Adequacy Requirements (LAR) Guideline. The objective of this guideline is
to describe the methodologies supporting a series of liquidity metrics that will be used by OSFI to assess the liquidity adequacy of an
institution. The LAR guideline converts the BCBS liquidity requirements (including the LCR and NSFR liquidity metrics together with
monitoring tools) into OSFI guidance as well as formalizing use of the OSFI-designed Net Cumulative Cash Flow (NCCF) as a
supervisory tool. The LAR guideline contains modified assumptions and parameters for NCCF which OSFI originally introduced in
2010. Of note in the LAR guideline is that, while the LCR implementation date of January 2015 is consistent with the BCBS
requirement, there will be no phase-in period as the minimum LCR requirement for Canadian institutions at that date will be 100%
compared to the minimum 60% coverage as prescribed by the BCBS. Implementation for the revised NCCF and other liquidity
monitoring tools will also be January 2015. Intraday monitoring tools will be implemented by 2017. In July 2014, OSFI issued its
guideline setting out the public disclosure requirements regarding the LCR for D-SIBs which is consistent with the international
standards established by the BCBS final rules published earlier this year. We prepare a NCCF report for OSFI on a monthly basis and
are submitting monthly LCR and quarterly NSFR results to OSFI as well as LCR and NSFR reports to BCBS twice a year.
In August 2014, the Government of Canadas Department of Finance released its bail-in consultation paper Taxpayer Protection and
Bank Recapitalization Regime, with comments due on September 12, 2014. The proposed regime applies only to D-SIBs and focuses
on a specific range of liabilities and excludes deposits. We are currently assessing the impact of this proposed regime. For further
details, refer to the Economic, market and regulatory review and outlook Regulatory environment section.
Risk measurement
To monitor and control risk within appropriate tolerances, limits are set on various internal and regulatory metrics reflecting a range of
time horizons and severity of stress conditions. Risk methodologies and underlying assumptions for internal metrics are periodically
reviewed and validated to assess alignment with our operating environment, expected economic and market conditions, rating
agency preferences, regulatory requirements and accepted practices.
In our internal metrics, liquidity risk is measured using contractual maturity dates for some assets and liabilities (e.g., wholesale
lending and funding) and effective maturity for others. In the effective maturity approach, the liquidity value of assets and liabilities is
determined based on observed behavioural or market-based patterns unrelated to contractual maturity. For example, effective
maturity may be shorter than contractual maturity if the demonstrated behaviour of the asset suggests that it can be monetized before
maturity. Effective maturity for a liability may be longer than contractual maturity if the demonstrated behaviour of the liability
suggests that it will be extended or rolled over at maturity. Specific examples include government bonds for assets as they can be
quickly and reliably monetized and relationship-based deposits for liabilities where a significant portion is typically assigned core
value although contractual maturity dates may be quite short or even legally characterized as available on demand (conversely,
demand loans display attributes of longer term assets and are treated accordingly from an effective maturity perspective). Internally
derived assumptions consider all relevant material and available data, information and methods of quantifying liquidity risk.
For further details on our methodologies and measurement, refer to the Liquidity and funding management section of our 2013
Annual Report.
Risk Profile
As at July 31, 2014, relationship-based deposits, which are the primary source of funding for retail loans and mortgages, were $379
billion or 53% of our total funding (April 30, 2014 $375 billion or 54%). Funding for highly liquid assets consisted primarily of shortterm wholesale funding that reflects the expected monetization period of these assets. This wholesale funding comprised unsecured
short-term liabilities of $80 billion and secured (repos and short sales) liabilities of $124 billion, and represented 11% and 17% of
total funding as at July 31, 2014, respectively (April 30, 2014 $74 billion and $120 billion or 10% and 17% of total funding,
respectively). Long-term wholesale funding is mostly used to fund less liquid wholesale assets. Additional quantitative information is
provided in the following Funding section.
As at July 31, 2014, we held earmarked contingency liquidity assets of $12 billion, of which $7 billion was in U.S. currency and
$5 billion was in Canadian currency (April 30, 2014 $12 billion of which $7 billion was in U.S. currency and $5 billion was in
Canadian currency). During the quarter ended July 31, 2014, we held on average $12 billion, of which $7 billion was in U.S. currency
and $5 billion was in Canadian currency (April 30, 2014 $12 billion of which $7 billion was in U.S. currency and $5 billion was in
Canadian currency). We also held a derivatives pledging liquid asset buffer of US$3 billion as at July 31, 2014 to mitigate the volatility
of our net pledging requirements for derivatives trading (April 30, 2014 US$4 billion). This buffer averaged US$3 billion during the
quarter ended July 31, 2014 (April 30, 2014 US$4 billion).
As recommended by the EDTF, the following tables provide summaries of our liquidity reserve and asset encumbrance. Unencumbered
assets represent, for the most part, a ready source of funding that can be accessed quickly, when required. In the Liquidity reserve
table, available liquid assets consist of on-balance sheet cash and securities holdings as well as securities received as collateral from
securities financing (reverse repos and off-balance sheet collateral swaps) and derivative transactions and constitute the preferred
source for quickly accessing liquidity. The other component of our liquidity reserve consists primarily of uncommitted and undrawn
central bank credit facilities that could be accessed under exceptional circumstances provided certain pre-conditions could be met
38
and where advances could be supported by eligible assets (e.g. certain unencumbered loans) not included in the liquid assets
category. The Asset encumbrance table provides a comprehensive view of the assets available to the Bank, not just the liquidity
reserve, and identifies assets already pledged as well as those available for use as collateral (including unencumbered assets from
the Liquidity reserve table) for secured funding purposes. Less liquid assets such as mortgages and credit card receivables can in part
be monetised although requiring more lead times relative to liquid assets. As at July 31, 2014, our assets available as collateral
comprised 65% of our total liquid assets. For the purpose of constructing the following tables, encumbered assets include: (i) bankowned liquid assets that are either pledged as collateral (e.g., repo financing and derivative pledging) or not freely available due to
regulatory or internal policy requirements (e.g., earmarked to satisfy mandatory reserve or local capital adequacy requirements and to
maintain continuous access to payment and settlement systems); (ii) securities received as collateral from securities financing and
derivative transactions which have either been re-hypothecated where permissible (e.g., to obtain financing through repos or to cover
securities sold short) or have no liquidity value since re-hypothecation is prohibited; and (iii) illiquid assets that have been
securitized and sold into the market or that have been pledged as collateral in support of structured term funding vehicles. We do not
include encumbered assets as a source of available liquidity in measuring liquidity risk. Unencumbered assets are the difference
between total and encumbered assets from both on- and off-balance sheet sources.
Liquidity reserve (1)
As at July 31, 2014
Bank-owned
liquid assets
Securities received
as collateral from
securities
financing and
derivative
transactions
14,262
2,668
Total liquid
assets
14,262 $
2,668
Encumbered Unencumbered
liquid assets
liquid assets
1,007 $
253
13,255
2,415
219,436
102,697
16,793
24,292
236,229
126,989
110,964
61,084
125,265
65,905
61
7,386
125,537
11,506
61
7,386
125,537
11,506
11,506
61
7,386
125,537
$ 483,553
Bank-owned
liquid assets
Securities received
as collateral from
securities
financing and
derivative
transactions
12,290
2,957
Total liquid
assets
12,290 $
2,957
Encumbered Unencumbered
liquid assets
liquid assets
1,057 $
240
11,233
2,717
212,730
94,375
17,041
24,017
229,771
118,392
106,459
58,229
123,312
60,163
61
7,907
123,083
10,438
61
7,907
123,083
10,438
10,438
61
7,907
123,083
$ 463,841
As at
July 31
April 30
2014
2014
$ 216,910
47,224
75,690
$ 212,778
41,775
73,923
$ 339,824
$ 328,476
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Information is provided from an enterprise-wide perspective and amounts shown are based on face value. In managing liquidity risk, we consider legal, regulatory, tax and other constraints that may
impede transferability of liquidity among RBC units.
The Bank-owned liquid assets amount includes securities owned outright by the bank or acquired via on-balance sheet securities finance transactions.
Includes liquid securities issued by provincial governments and U.S. government sponsored entities working under U.S. Federal governments conservatorship (e.g. Federal National Mortgage
Association and Federal Home Loan Mortgage Corporation).
Includes Auction Rate Securities.
Includes loans that qualify as eligible collateral for the discount window facility available to us at the Federal Reserve Bank of New York. Amounts are face value and would be subject to collateral
margin requirements applied by the Federal Reserve Bank to determine collateral value/borrowing capacity. Access to the discount window borrowing program is conditional on meeting
requirements set by the Federal Reserve Bank and borrowings are typically expected to be infrequent and due to uncommon occurrences requiring temporary accommodation.
Represents our unencumbered Canadian dollar non-mortgage loan book (at face value) that could, subject to satisfying conditions precedent to borrowing and application of prescribed collateral
margin requirements, be pledged to the Bank of Canada for advances under its Emergency Lending Assistance (ELA) program. ELA and other central bank facilities are not considered sources of
available liquidity in our normal liquidity risk profile but could in extraordinary circumstances, where normal market liquidity is seriously impaired, allow us and other banks to monetize assets
eligible as central bank collateral to meet requirements and mitigate further market liquidity disruption.
Represents pledges related to over-the-counter (OTC) and exchange traded derivative transactions.
Amounts have been revised from those previously presented.
39
April 30
2014
Encumbered
(Millions of Canadian dollars)
Pledged as
collateral
Segregated fund
net assets
Other Derivatives
Others (7)
11,506
Total assets
(1)
(2)
(3)
(4)
(5)
(6)
(7)
$ 268,161
2014
Unencumbered
Other (2)
Available as
collateral (3)
$ 1,007
$ 14,846
Encumbered
Unencumbered
Pledged as
collateral
Other (2)
Available as
collateral (3)
152
$ 1,057
$ 14,376
Other (4)
Total (5)
278
$ 16,297
5,296
5,383
88
48
86,872
36,020
888
6,069
152,756
46,358
61,050
4,006
66,436
182,674
29,017
124,489
96,040
36,884
9,338
65,632
(1,926)
(1,926)
645
72,823
42,476
$ 1,055
$ 371,411
$ 320,712
Other (4)
Total (5)
294
$ 15,879
5,122
5,210
45
86,266
36,114
1,082
2,918
148,398
43,083
112,895
68,932
72
181,899
67,268
148,255
38,143
22,608
28,455
122,049
66,598
144,657
114,308
102,516
9,061
95,180
35,811
8,646
63,366
112,887
99,177
(1,883)
(1,883)
645
72,823
53,982
10,438
593
72,633
44,242
593
72,633
54,680
$ 961,339
$ 258,441
$ 1,102
$ 370,256
$ 314,012
$ 943,811
Information is provided from an enterprise-wide perspective and amounts shown are based on face value. In managing liquidity risk, we consider legal, regulatory, tax and other constraints that may
impede transferability of liquidity among RBC units.
Includes assets restricted from use to generate secured funding due to legal or other constraints.
Includes loans that could be used to collateralize central bank advances. Our unencumbered Canadian dollar non-mortgage loan book (at face value) could, subject to satisfying conditions
precedent to borrowing and application of prescribed collateral margin requirements, be pledged to the Bank of Canada for advances under its ELA program. We also lodge loans that qualify as
eligible collateral for the discount window facility available to us at the Federal Reserve Bank of New York. ELA and other central bank facilities are not considered sources of available liquidity in our
normal liquidity risk profile but could in extraordinary circumstances, where normal market liquidity is seriously disrupted, allow us and other banks to monetize assets eligible as central bank
collateral to meet requirements and mitigate market liquidity dislocations.
Other unencumbered assets are not subject to any restrictions on their use to secure funding or as collateral but would not be considered readily available since they may not be acceptable at
central banks or other for other lending programs.
Includes bank-owned liquid assets and securities received as collateral from off-balance sheet securities financing and derivative transactions.
Comparative amounts have been revised from those previously presented.
The Pledged as collateral amounts relate to OTC and exchange traded derivative transactions.
Other sources of liquidity that could be available to mitigate stressed conditions include: (i) our unused wholesale funding capacity,
which is regularly assessed using an established methodology that is periodically reviewed and, as necessary, revised, and (ii) central
bank standby lending facilities if, in extraordinary circumstances, market sources were disrupted and temporarily not sufficiently
liquid to allow us to monetize our unencumbered liquid assets (as opposed to loans as described above) to meet our normal daily
requirements (e.g., Bank of Canada, Federal Reserve Bank, Bank of England, Bank of France and the Central Bank of Luxembourg).
Funding
Funding strategy
Core funding, comprising capital, longer-term wholesale liabilities and a diversified pool of personal and, to a lesser extent,
commercial and institutional deposits, is the foundation of our structural liquidity position.
Deposit profile
Core deposits currently represent 69% of our total deposits (April 30, 2014 70%). Core deposits consist of our own statistically
derived liquidity adjusted estimates of the highly stable portions of our relationship-based balances (demand, notice and fixed-term)
together with wholesale funds maturing beyond one year. During the quarter, core deposit levels were essentially unchanged as
growth in relationship-based deposits was offset by a decrease in the proportion of wholesale funds maturing beyond one year. For
further details on the gross dollar amounts of our relationship-based deposits and our wholesale funds maturing beyond one year,
refer to the Risk profile section and the following Composition of wholesale funding table, respectively.
40
U.S.
Europe/Asia
We also raise long-term funding using Canadian Deposit Notes, Canadian NHA MBS, Canada Mortgage Bonds, credit card receivablebacked securities, Kangaroo Bonds (issued in the Australian domestic market by foreign firms) and Yankee Certificates of Deposit
(issued in the U.S. domestic market by foreign firms). We continuously evaluate expansion into new markets and untapped investor
segments against relative issuance costs since diversification expands our wholesale funding flexibility and minimizes funding
concentration and dependency, and generally reduces financing costs. As presented in the following charts, our current long-term
debt profile is well diversified by currency as well as by type of long-term funding products. Maintaining competitive credit ratings is
also critical to cost-effective funding.
Long-term debt funding mix by currency of issuance
U.S. dollar
43%
MBS/CMB (1)
19%
Euro
8%
Covered bonds
18%
Other
5%
Canadian dollar
44%
Unsecured funding
56%
(1)
41
The following table provides our composition of wholesale funding and represents our enhanced disclosure in response to EDTF
recommendations.
Composition of wholesale funding (1)
As at July 31, 2014
(Millions of Canadian dollars)
Less than 1
month
1 to 3
months
3 to 6
months
6 to 12
months
Less than 1
year sub-total
1 to 2 years
2 years and
greater
Total
$ 2,957 $
182 $
249 $
23
1,384
5,373
4,464
15,429
327
933
2,129
2,692
28
3,860
5,011
5,909
94
214
915
872
1,153
351
1,386
14
27
791
4,322
200
1,500
4,647
398
47
507
$ 9,451 $ 12,140 $ 14,157 $ 32,640
3,411 $
$
26,650
4,565
6,081
14,808
13,841
2,095
1,635
2,890
4,414
5,154
5,866
1,700
1,500
5,599
$ 68,388 $ 31,821 $
326
39,770
3,981
16,499
19,429
3,630
3,520
87,155
3,411
31,541
6,081
68,419
7,711
23,803
30,449
6,830
9,119
$ 187,364
$ 64,522
$ 122,842
Less than 1
month
1 to 3
months
3 to 6
months
$ 4,232 $
221
83
42
319
9
17
4,588
61 $
5,394
808
819
377
832
33
600
205
122 $
260
6,217
14,027
1,512
3,128
3,904
8,292
379
1,031
1,154
2,672
50
3,208
200
843
567
Total
$ 9,511 $
$ 183,645
Of which:
Secured (8)
Unsecured
$ 4,598 $
$ 4,913 $
$ 63,250
$ 120,395
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
6 to 12
months
Less than 1
year sub-total
1 to 2 years
2 years and
greater
4,675 $
$
25,859
4,131
626
5,531
13,057
11,915
41,085
2,106
1,590
3,669
4,667
2,032
17,367
3,308
4,755
21,101
800
3,000
2,632
6,203
3,536
Total
4,675
30,616
5,531
66,057
7,365
24,066
29,164
6,432
9,739
42
Contractual maturities of financial assets, financial liabilities and off-balance sheet items
The following tables provide remaining contractual maturity profiles of all our assets, liabilities, and off-balance sheet items at their
carrying value (i.e. amortized cost or fair value) at the balance sheet date and have been enhanced in response to EDTF
recommendations. Off-balance sheet items are allocated based on the expiry date of the contract.
Details of contractual maturities and commitments to extend funds are a source of information for the management of liquidity
risk. Among other purposes, these details form a basis for modeling a behavioural balance sheet with effective maturities to calculate
liquidity risk measures. For further details, refer to the Risk measurement section.
As at July 31, 2014
Less than
1 month
1 to 3
months
3 to 6
months
6 to 9
months
9 to 12
months
1 year
to 2 years
2 years
to 5 years
5 years
and greater
Assets
Cash and deposits with
banks
$ 18,593 $
278 $
9 $
$
$
$
$
Securities
96,168
26
20
63
70
253
592
5,085
Trading (1)
Available-for-sale
3,199
7,240
1,395
1,069
496
3,093
16,271
11,742
Assets purchased under
reverse repurchase
agreements and
securities borrowed
58,868
23,099
23,664
11,657
8,041
981
Derivatives
2,258
2,765
4,696
2,271
1,842
7,064
17,988
33,934
Other financial assets
17,302
455
639
304
92
194
298
796
With no
specific maturity
Total
2,800 $ 21,680
50,479
1,853
152,756
46,358
8,895
135,205
87,791
430,421
5
1,048
10,443
72,823
21,128
$ 152,871 $ 890,814
15,169
23,056
Total assets
$ 168,040 $ 913,870
748
2,514
3,542
13,058
3,714
Other
Acceptances
5,118
1,906
437
428
2,548
Obligations related to
securities sold short
52,054
Obligations related to
assets sold under
repurchase agreements
and securities loaned
58,873
1,213
748
240
984
1,000
Derivatives
2,334
3,366
5,219
2,584
2,290
8,149
18,546
32,607
Other financial liabilities
22,496
987
530
321
184
280
316
4,455
Subordinated debentures
202
6,608
$ 297,349 $ 528,540
45,933
23,576
10,443
52,054
2,365
1
191
65,423
75,096
29,760
6,810
$ 359,998 $ 913,870
1,623
232 $
58
2,499
203
292
2,677
391
84
912
4,594
487
4,370
646
6,794
2,553
13,990
300
2,329
7,835
5,233 $
182
1,224
1,201
87,597
940
$ 299,906 $ 837,635
2,708
238
6,595
53,497
22,738
53,497
57 $ 16,834
3,710
3,482
55,787
131,197
61,762
$ 59,326 $ 213,503
Trading debt securities classified as fair value through profit or loss have been included in the less than 1 month category as there is no expectation to hold these assets to their contractual
maturity.
A major portion of relationship-based deposits are repayable on demand or at short notice on a contractual basis while, in practice, these customer balances form a core base, as explained in the
preceding Deposit profile section, for our operations and liquidity needs.
43
Assets
Cash and deposits with banks
Securities
Trading (1)
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
Other financial assets
18,127
1 to 3
months
420
3 to 6
months
40
6 to 9
months
9 to 12
months
1 year
to 2 years
2 years
to 5 years
With no
specific
maturity
5 years
and greater
2,502
Total
21,089
93,380
4,410
11
4,145
28
2,010
25
693
63
1,108
200
2,842
629
14,526
4,805
11,487
49,257
1,862
148,398
43,083
61,326
23,792
17,118
9,854
14,229
1,096
6,566
133,981
16,428
14,459
8,703
10,190
10,709
58,967
184,934
30,541
86,505
421,436
6,109
2,095
16,776
1,487
3,169
1,008
615
2,517
516
423
4,178
458
2,271
2,110
184
7,236
175
6
18,370
347
32,957
1,082
1
837
10,911
72,633
21,383
$ 218,651
1,594
$ 48,491
455
$ 31,547
434
$ 25,821
611
$ 30,674
454
$ 70,516
622
$ 218,812
1,319
$ 80,872
2,196
$ 147,530
15,297
$ 872,914
22,982
Total assets
$ 220,245
$ 48,946
$ 31,981
$ 26,432
$ 31,128
$ 71,138
$ 220,131
$ 83,068
$ 162,827
$ 895,896
29,812
48
$ 15,181
1,968
$ 20,242
1,914
$ 17,899
802
748
$ 21,066
1,300
2,535
$ 53,980
8,965
1,643
52,011
22,222
13,719
$ 15,729
8,933
3,803
$ 292,602
$ 518,522
46,152
22,448
6,109
1,487
615
423
2,271
10,911
50,423
50,423
57,705
1,942
22,979
1,628
3,080
1,569
528
3,141
532
363
4,546
318
190
249
2,329
380
1,000
8,544
346
18,500
529
31,116
4,395
6,296
2,317
8
168
63,790
73,206
31,216
6,486
$ 169,018
1,327
$ 24,913
310
$ 26,972
336
$ 25,289
1,281
$ 30,130
777
$ 74,478
782
$ 106,987
2,211
$ 70,272
7,488
$ 295,095
6,254
51,976
$ 823,154
20,766
51,976
$ 170,345
$ 25,223
$ 27,308
$ 26,570
$ 30,907
$ 75,260
$ 109,198
$ 77,760
$ 353,325
$ 895,896
439
57
3,239
169
1,070
113
4,467
471
1,790
167
8,752
730
2,828
162
5,293
602
136
1,267
9,957
130
58
1,829
58,542
3,904
6,121
$ 11,439
8,885
$ 11,182
$ 11,490
60,429
$ 248,107
3,179
159
5,482
2,362
2,142
621
23,595
342
$ 26,700
4,806
1,266
100,979
906
$ 107,957
16,448
3,812
163,593
64,254
Trading debt securities classified as fair value through profit or loss have been included in the less than 1 month category as there is no expectation to hold these assets to their contractual
maturity.
Amounts have been revised from those previously presented.
A major portion of relationship-based deposits are repayable on demand or at short notice on a contractual basis while, in practice, these customer balances form a core base, as explained in the
preceding Deposit profile section, for our operations and liquidity needs.
Credit ratings
Our ability to access unsecured funding markets and to engage in certain collateralized business activities on a cost-effective basis
are primarily dependent upon maintaining competitive credit ratings. Credit ratings and outlooks provided by rating agencies reflect
their views and are based on their methodologies. Ratings are subject to change from time to time, based on a number of factors
including, but not limited to, our financial strength, competitive position and liquidity and other factors not completely within our
control.
On January 24, 2014, Fitch Ratings affirmed our ratings with a stable outlook along with the other six largest Canadian banks.
On June 11, 2014, Moodys affirmed our long-term ratings and revised our outlook to negative from stable along with the other six
largest Canadian banks. The outlook revisions are linked to Moodys view that risks for the Canadian banks senior debt holders and
uninsured depositors have shifted to the downside as a result of previously announced plans by the Canadian government to
implement a bail-in regime for domestic systematically important banks and the accelerating global trends towards reducing the
public cost of future bank resolutions through such burden-sharing.
On August 8, 2014, Standard & Poors affirmed our ratings and revised our outlook to negative from stable along with the other
five largest Canadian banks. Similar to Moodys recent action noted above, the outlook revision reflects the possible impact of a bailin policy proposal from the Canadian federal government, which was released on August 1, 2014.
For further details on the proposed bail-in regime, refer to the Economic, market and regulatory review and outlook Regulatory
environment section.
44
The following table presents our major credit ratings(1) and outlooks as at August 21, 2014:
As at August 21, 2014 (2)
Moodys
Standard & Poors
Fitch Ratings
Dominion Bond Rating Services
(1)
(2)
(3)
(4)
Short-term
debt
Outlook
P-1
A-1+
F1+
R-1(high)
Aa3
AAAA
AA
negative (3)
negative (4)
stable
stable
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 determined by the rating agencies based on criteria established from time to time by
them, and are subject to revision or withdrawal at any time by the rating organization.
On August 19, 2014, Kroll Bond Rating Agency affirmed our senior long-term and short-term debt and deposit ratings of AA and K1+,
respectively, with a stable outlook. These ratings were unsolicited and we did not participate in the rating process.
On June 11, 2014, Moodys revised our outlook to negative from stable for our supported senior debt and uninsured deposit ratings.
On August 8, 2014, Standard & Poor revised our outlook to negative from stable reflecting the possible impact of a bail-in policy proposal
from the Canadian federal government.
April 30
2014
(Millions of Canadian dollars)
One-notch
downgrade
Two-notch
downgrade
518
385
2014
Three-notch
downgrade
128
77
691
19
One-notch
downgrade
Two-notch
downgrade
Three-notch
downgrade
510
402
124
113
760
36
Includes GICs issued by our municipal markets business out of New York and London.
Capital management
There have been no material changes to our Capital Management Framework from that described in our 2013 Annual Report. We
continue to monitor and prepare for new regulatory capital developments in order to ensure timely and accurate compliance with
these requirements.
Effective January 1, 2014, the CVA capital charge will be phased in over a five year period beginning 2014 and ending
December 31st, 2018 to ensure an implementation similar to that in other countries. In accordance with the guidance, there are
two possible options to phase in the CVA capital charge. Under the option selected by RBC, Option 1, CVA increased RWA for purposes
of calculating CET1, Tier 1 and Total Capital ratios, and will be phased-in using a 57%, 65% and 77% phase-in multiple respectively
for 2014, and will vary by year up to 100% by the end of 2018.
In January 2014, the BCBS released its final paper on Basel III leverage ratio framework and disclosure requirements, which
requires banks to disclose the leverage ratio and its components, effective the first fiscal quarter of 2015. The leverage ratio is
defined as the capital measure divided by the exposure measure. The capital measure is currently defined as Tier 1 capital and the
exposure measure is the sum of (a) on-balance sheet exposures; (b) derivative exposures; (c) securities financing transaction (SFT)
exposures and (d) off-balance sheet items. The minimum leverage ratio is 3%. On July 30, 2014, OSFI commenced consultations on a
domestic leverage requirement, which includes plans to replace the existing OSFI assets-to-capital multiple (ACM) with the Basel
global leverage ratio beginning in Q1 2015. For further details, refer to the Capital management section of our 2013 Annual Report.
The following table provides a summary of OSFI regulatory target ratios under Basel III. Our capital position remained strong during
the quarter and our capital ratios remain well above OSFI regulatory targets.
Basel III
Capital Ratios
OSFI regulatory target requirements for large banks under Basel III
OSFI
Meet or
Minimum
Minimum including RBC capital
regulatory
ratios
as
at
exceed
OSFI
Capital
including
Capital
target
D-SIBs
July 31,
regulatory
Minimum Conservation
Capital
Conservation
requirements
Surcharge (1)
2014
target ratios
Buffer
Conservation
Buffer and D-SIBs
as of (1)
Buffer
surcharge (1)
>4.5%
2.5%
>7.0%
1.0%
>8.0%
9.5%
>6.0%
2.5%
>8.5%
1.0%
>9.5%
11.2%
2014/2016
>8.0%
2.5%
>10.5%
1.0%
>11.5%
13.0%
2014/2016
(1)
The domestic systemically important banks (D-SIBs) surcharge will be applicable to risk weighted capital commencing January 1, 2016.
2013/2016
45
Capital (1)
CET 1 capital
Tier 1 capital
Total capital
RWA used in calculation of capital ratios (1), (2)
CET1 capital RWA
Tier 1 capital RWA
Total capital RWA
Total capital RWA consisting of: (1)
Credit risk
Market risk
Operational risk
Total capital RWA
Capital ratios and multiples (1), (3)
CET1 ratio
Tier 1 capital ratio
Total capital ratio
Assets-to-capital multiple (4)
Gross-adjusted assets (GAA) (billions) (4)
(1)
(2)
July 31
April 30
October 31
July 31
2014
2014
2013
2013
34,967
41,408
48,188
33,756
39,725
46,237
30,541
37,196
44,716
29,048
35,702
43,180
368,320
369,772
371,949
349,094
349,094
349,094
318,981
318,981
318,981
314,804
314,804
314,804
$ 281,684
44,042
46,223
$ 371,949
$ 258,275
46,104
44,715
$ 349,094
$ 232,641
42,184
44,156
$ 318,981
$ 233,527
37,933
43,344
$ 314,804
9.5%
11.2%
13.0%
17.3X
867.9
9.7%
11.4%
13.2%
17.5X
849.8
9.6%
11.7%
14.0%
16.6X
807.0
9.2%
11.3%
13.7%
16.8X
792.0
Capital, RWA and capital ratios and multiples are calculated using OSFI CAR based on the Basel III framework.
Effective this quarter, the CVA to our risk-weighted asset calculation implemented in the first quarter, must reflect different percentages for
each tier of capital. This change reflects a phase-in of CVA ending in the fourth quarter of 2018. During this phase-in period, RWA for CET1,
Tier 1 capital and Total capital ratios will be subject to different annual CVA percentages.
To enhance comparability among other global financial institutions, the following are our transitional capital ratios. The transitional CET1, Tier
1 and Total capital ratios as at July 31, 2014 were 11.6%, 11.6% and 13.3%, respectively. Transitional is defined as capital calculated
according to the current years phase-in of regulatory adjustments and phase-out of non-qualifying capital instruments.
Assets-to-capital multiple and GAA are also calculated on a transitional basis.
(3)
(4)
(28) bps
(24) bps
9.7%
April 30,
2014 (1)
(1)
(2)
Internal capital
generation (2)
RWA
business growth
(2) bps
9.5%
Other
July 31,
2014 (1)
Our Basel III CET 1 ratio was 9.5% as at July 31, 2014, down 20 bps from the previous quarter, mainly driven by higher RWA, which
included both an update to corporate and business lending risk parameters and business growth, partially offset by internal capital
generation.
CET1 capital RWA increased $19 billion, mainly reflecting an update to our corporate and business lending risk parameters and
business growth in the loan book. Our risk parameters are independently validated and updated on a regular basis. For further
details, refer to the Credit risk section of our 2013 Annual Report.
Our Basel III Tier 1 capital ratio was down 20 bps, mainly due to higher RWA, partially offset by internal capital generation and the
issuance of $500 million of preferred shares.
Our Total capital ratio was down 20 bps, mainly due to higher RWA, partially offset by internal capital generation and the issuance
of $500 million of preferred shares and $1 billion of subordinated debentures, partially offset by $600 million redemption of
subordinated debentures.
As at July 31, 2014, our ACM (on a transitional basis) was 17.3X as compared to ACM as at April 30, 2014 of 17.5X. The decrease
was mainly driven by internal capital generation, the issuance of preferred shares and a $400 million net increase in subordinated
debentures, partially offset by higher GAA mainly due to balance sheet growth.
Q3 2014 vs. Q4 2013
Our Basel III CET 1 ratio was 9.5% as at July 31, 2014, down 10 bps from October 31, 2013, mainly due to higher RWA, reflecting
business growth, an update to our retail and corporate and business risk lending parameters, CVA capital charge implementation, the
impact of foreign exchange translation, and the impact from the adoption of the amendments to IAS 19 Employee Benefits, partially
offset by internal capital generation and insurance capital repatriation.
46
CET1 capital RWA increased $49 billion, mainly reflecting an update to our retail and corporate and business lending risk
parameters, the CVA capital charge implementation, the impact of foreign exchange translation and business growth.
Our Basel III Tier 1 capital ratio decreased 50 bps, mainly due to the factors noted above in respect of CET1 ratio. Tier 1 ratio was
further negatively impacted by the redemption of $850 million of preferred shares and $900 million of Trust Capital Securities (TruCS),
partially offset by the issuance of $1 billion of preferred shares and a decrease in the phase-out of non-qualifying capital.
Our Basel III Total capital ratio decreased 100 bps, driven by the factors noted above in respect of Tier 1 ratio along with the
redemption of $1.6 billion of subordinated debentures, partially offset by $1 billion issuance of subordinated debentures.
As at July 31, 2014, our ACM (on a transitional basis) was 17.3X as compared to ACM as at October 31, 2013 of 16.6X. The
increase was mainly due to higher GAA due to business growth, a net decrease in Additional Tier 1 instruments and subordinated
debentures, phase-in of capital deductions, impact from the adoption of the amendments to IAS 19 Employee Benefits and the impact
of foreign exchange translation, partially offset by internal capital generation, insurance capital repatriation, and a decrease in the
phase-out of non-qualifying capital.
Selected capital management activity
The following table provides our selected capital management activity for the three months and nine months ended July 31, 2014.
For the three months
ended July 31, 2014
(Millions of Canadian dollars, except number of shares)
Tier 1
Common shares issued
Stock options exercised (1)
Purchased for cancellation
Issuance of preferred shares Series AK (2)
Issuance of preferred shares Series AZ (2), (3), (4)
Issuance of preferred shares Series BB (2), (3), (4)
Redemption of preferred shares Series AN
Redemption of preferred shares Series AP
Redemption of preferred shares Series AR
Tier 2
Issuance of July 17, 2024 subordinated debentures (2), (4)
Redemption of June 18, 2103 subordinated debentures (2)
Redemption of November 4, 2018 subordinated
debentures (2)
Redemption of TruCS 2013 (2)
(1)
(2)
(3)
(4)
Number of
shares (000s)
Amount
352
(165)
20,000
19
(2)
500
Number of
shares (000s)
2,026
(1,546)
2,421
20,000
20,000
(9,000)
(11,000)
(14,000)
1,000
(600)
Amount
114
(16)
61
500
500
(225)
(275)
(350)
1,000
(600)
(1,000)
(900)
Amounts include cash received for stock options exercised during the period and the fair value adjustments to stock options.
For further details, refer to Note 10 of our Condensed Financial Statements.
Based on gross amounts.
Non-viability contingent capital (NVCC) capital instruments.
(Millions of Canadian dollars, except the number of shares and dividends per share)
Number of
shares (000s)
Amount
Dividends
declared
per share
1,441,536
$ 14,475
$ 0.71
12,000
12,000
12,000
8,000
10,000
10,000
8,000
10,000
13,579
2,421
12,000
11,000
16,000
13,000
20,000
20,000
(57)
118
300
300
300
200
250
250
200
250
339
61
300
275
400
325
500
500
(1)
10
0.31
0.28
0.29
0.29
0.28
0.28
0.28
0.28
0.22
0.18
0.27
0.39
0.39
0.38
0.25
0.22
9,276
5,684
For further details about our capital management activity, refer to Note 10 of our Condensed Financial Statements.
Effective February 24, 2010, we have the right to convert into common shares at our option, subject to certain restrictions.
Dividend rate will reset every five years.
NVCC capital instruments.
1,025
55
47
On November 1, 2013, we renewed our normal course issuer bid (NCIB) which permits us to purchase up to 30 million of our common
shares. The NCIB expires on October 31, 2014. For the three months ended July 31, 2014, we repurchased 165 thousand of our
common shares under the NCIB. The total cost of the shares repurchased was $13 million, comprised of a book value of $2 million,
with an additional $11 million premium paid on repurchase. For the nine months ended July 31, 2014, the total number of common
shares repurchased was 1.5 million. The total cost of the shares repurchased was $113 million, comprised of a book value of
$16 million, with an additional $97 million premium paid on repurchase.
On June 3, 2014, we issued 20 million Non-cumulative 5-Year Rate Reset First Preferred Shares Series BB for gross proceeds of
$500 million. Net proceeds will be used for general business purposes.
On June 18, 2014, we redeemed all $600 million outstanding 5.95% subordinated debentures due on June 18, 2103 for 100% of
their principal amount plus accrued interest.
On July 17, 2014, we issued $1 billion of Basel III compliant subordinated debentures through our Canadian Medium Term Note
Program. Net proceeds will be used for general business purposes.
On July 18, 2014, we announced our intention to redeem all outstanding Non-cumulative 5-Year Rate Reset First Preferred Shares
Series AT and AV on August 24, 2014. The redemption will be financed out of general corporate funds.
As at August 18, 2014, the number of outstanding common shares and stock options was 1,441,540,122 and 9,272,134,
respectively, and the number of outstanding preferred shares was 190,000,000. As at August 18, 2014, the number of Treasury
shares preferred and Treasury shares common was 205,686 and 86,183, respectively.
Non-viability contingent capital (NVCC) provisions require the conversion of the capital instrument into a variable number of
common shares in the event that OSFI deems the Bank to be non-viable or a federal or provincial government in Canada publicly
announces that the Bank has accepted or agreed to accept a capital injection. If a NVCC trigger event were to occur, our NVCC capital
instruments preferred shares Series AZ, preferred shares Series BB and subordinated debentures due on July 17, 2024 would be
converted into RBC common shares pursuant to an automatic conversion formula with a conversion price based on the greater of: (i) a
floor price of $5.00, and (ii) the current market price of our common shares at the time of the trigger event (10-day weighted average).
Based on a floor price of $5.00 and including an estimate for accrued dividends and interest, these NVCC capital instruments would
convert into a maximum of 507 million RBC common shares, on aggregate, which would represent a dilution impact of 26% based on
the number of RBC common shares outstanding as at July 31, 2014.
Attributed capital
Our methodology for allocating capital to our business segments is based on the higher of fully diversified economic capital and the
Basel III regulatory capital requirements. Risk-based capital attribution provides a uniform base for performance measurement among
business segments, which compares to our overall corporate return objective and facilitates management decisions in resource
allocation in conjunction with other factors. Capital attribution to each business segment might vary due to the evolving changes in
regulatory requirements such as the implementation of the CVA capital charge effective January 1, 2014, and the D-SIBs surcharge
implementation commencing January 1, 2016.
The following table provides a summary of the components of our attributed capital:
For the three months ended
July 31
April 30
July 31
2014
2014
2013
$ 13,900
4,000
4,550
2,850
500
11,300
4,050
$ 13,050
3,600
4,300
2,750
550
11,350
4,400
$ 11,700
3,150
3,950
2,500
450
10,950
4,500
Attributed capital
Under attribution of capital
$ 41,150
5,250
$ 40,000
5,550
$ 37,200
3,800
$ 46,400
$ 45,550
$ 41,000
Credit risk
Market risk (trading and non-trading)
Operational risk
Business and fixed asset risk
Insurance risk
Goodwill and other intangibles
Regulatory capital allocation
48
Exposure to U.S. subprime and Alt-A through residential mortgage-backed securities (RMBS), collateralized debt obligations (CDOs)
and mortgages
As at
July 31, 2014
CDOs that
may contain
subprime
or Alt-A
Subprime
RMBS
Alt-A
RMBS
$ 212
$ 193
4
3
4
182
$ 212
$ 193
23
38
82
42
8
2
27
66
24
93
7
80
103
22
CDOs that
may contain
subprime
or Alt-A
Total
Subprime
RMBS
Alt-A
RMBS
$ 405
$ 123
$ 252
15
3
65
184
15
$ 123
$ 252
15
50
66
83
40
13
15
$ 405
8
29
24
62
1
4
84
28
6
Total
$ 212
$ 193
$ 405
$ 123
$ 252
15
37
27
$ 221
$ 230
$ 451
$ 279
15
46
$ 130
Total
$ 390
$ 390
$ 390
$
34
$ 424
(7)
(2)
(5)
(3)
(9)
(19)
(2)
5
Certain activities and transactions we enter into expose us to the risk of default of U.S. subprime and Alt-A residential mortgages. Our
exposures to U.S. subprime and Alt-A residential mortgages of $451 million represented less than 0.1% of our total assets as at
July 31, 2014, compared to $424 million or 0.1% in the prior year. The increase of $27 million was primarily due to the impact of
foreign exchange translation.
Q3 2014 vs. Q3 2013
Our total holdings of RMBS noted in the table above may be exposed to U.S. subprime risk. As at July 31, 2014, our U.S. subprime
RMBS exposure of $212 million increased $89 million or 72% from the prior year. Of this exposure, $95 million or 45% of our related
holdings were rated A and above, an increase of $58 million from the prior year due to the purchase of certain securities.
As at July 31, 2014, U.S. subprime RMBS holdings rated AAA comprised 1% of our total U.S. subprime RMBS holdings compared
with 7% in the prior year due to the sale of securities. As at July 31, 2014, our exposure to U.S. subprime loans of $9 million was
relatively unchanged with the prior year.
Of our total portfolio of RMBS, holdings with a fair value of $193 million may be exposed to U.S. Alt-A risk. U.S. Alt-A exposures,
decreased $59 million from the prior year due to the sale of certain securities. Approximately 26% of these RMBS were issued during
2006 and onwards, compared to 21% in the prior year. As at July 31, 2014, our exposure to U.S. Alt-A loans of $37 million increased
$10 million from the prior year.
We currently do not hold CDOs that may be exposed to U.S. subprime or Alt-A risk. As at July 31, 2014, our U.S. subprime CDOs
exposure decreased $15 million from the prior year due to the sale of these securities. As at July 31, 2014, the fair value of our
corporate CDOs, which were predominately comprised of $0.9 billion of corporate collateralized loan obligations decreased $0.7
billion from the prior year mainly due to the redemption of certain securities.
Off-balance sheet arrangements
For our off-balance sheet arrangements including multi-seller conduits, structured investment vehicles and other variable interest
entities as at July 31, 2014, refer to the Off-balance sheet arrangements section.
49
Leveraged finance
Leveraged lending involves the provision of debt financing to borrowers where proceeds are generally used to finance equity buyouts,
mergers and acquisitions, business recapitalizations, and bridge facilities and meet certain leverage criteria. As at July 31, 2014, our
total commitments, including funded and unfunded amounts, were $14.8 billion (April 30, 2014 $15.8 billion).
Commercial mortgage-backed securities
The fair value of our total direct holdings of commercial mortgage-backed securities was $106 million as at July 31, 2014.
Assets and liabilities measured at fair value
Our financial instruments at fair value are classified as Level 1, 2, or 3, in accordance with the fair value hierarchy set out in IFRS 13
Fair Value Measurement. For further details on the fair value of our financial instruments and transfers between levels of the fair value
hierarchy, refer to Note 3 of our Condensed Financial Statements.
The following tables presents the total fair value of each major class of financial assets and financial liabilities measured at fair
value and the percentage of the fair value of each class categorized as Level 1, 2, or 3 as at July 31, 2014.
As at July 31, 2014
(Millions of Canadian dollars, except percentage amounts)
Financial assets
Securities as at FVTPL
Securities classified as AFS
Loans Wholesale
Derivatives
Other assets
Financial liabilities
Deposits
Derivatives
(1)
Level 1 (1)
Level 2 (1)
Level 3 (1)
Total
$ 152,756
45,664
3,653
113,542
905
43%
16%
0%
2%
63%
57%
73%
87%
97%
37%
0%
11%
13%
1%
0%
100%
100%
100%
100%
100%
0%
2%
99%
96%
1%
2%
100%
100%
78,517
116,136
The derivative assets and liabilities presented in the table above do not reflect the impact of netting.
Our Condensed Financial Statements are presented in compliance with IAS 34 Interim Financial Reporting. The significant accounting
policies are described in Note 2 of our Condensed Financial Statements and Note 2 of our 2013 Annual Consolidated Financial
Statements.
Changes in accounting policies and disclosure
We have adopted several new and amended IFRS standards effective November 1, 2013. These new and amended standards include
IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities, IAS 27
Separate Financial Statements, IAS 28 Investments in Associates and Joint Ventures, IFRS 13 Fair Value Measurement, IAS 19
Employee Benefits, IFRS 7 Disclosure Offsetting Financial Assets and Financial Liabilities, and the own credit provisions of IFRS 9
Financial Instruments. Refer to Note 2 of our Condensed Financial Statements for details of these changes.
Controls and procedures
Our policies and procedures for related party transactions have not changed significantly from October 31, 2013. For further
information, refer to Note 28 of our 2013 Annual Consolidated Financial Statements.
50
On October 29, 2012, the Enhanced Disclosure Task Force (EDTF), established by the Financial Stability Board, issued its report
Enhancing the Risk Disclosures of Banks, which included 32 recommendations aimed at achieving transparent, high-quality risk
disclosures. As a result, our enhanced disclosures have been provided in our 2013 Annual Report, Q3 2014 Report to Shareholders
(RTS) and Supplementary Financial Information package (SFI).
The following index summarizes our disclosure by EDTF recommendation:
Location of disclosure
Type of Risk
General
Recommendation
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
Liquidity
Funding
36-37,44
98
46-49
183-185
44-45
65,77
46-49
46
49
48,60
44
77
22-27
28
76
50-52
31
29-30
51
42-44
31
42
37-38
66-67
19
39,44
66-67
73
42-43
70-71
39-41
68-69
35-36
64
33-34
60-61,63
60
60-61
26-32
32-44
20
23
24
25
26
27
28
29
30
Other
SFI
page
22
Credit risk
50
Annual
Report page
18
21
Market risk
Disclosure
RTS
page
31
32
50-59
132-134
93-97
86-87
114-115
46
52
41
73-76
76
170
78-80
32
34,38
51
Assets
Cash and due from banks
Interest-bearing deposits with banks
July 31
April 30
October 31
July 31
2014
2014
2013
2013
16,297
15,879
15,550
13,928
5,383
5,210
9,039
7,348
152,756
46,358
148,398
43,083
144,023
38,687
137,556
36,809
199,114
191,481
182,710
174,365
135,205
133,981
117,517
120,184
Loans (Note 5)
Retail
Wholesale
329,831
102,516
324,142
99,177
320,627
90,182
317,269
87,057
432,347
(1,926)
423,319
(1,883)
410,809
(1,959)
404,326
(1,921)
430,421
421,436
408,850
402,405
645
593
513
463
10,443
72,823
2,603
8,568
2,782
306
179
29,101
10,911
72,633
2,603
8,566
2,802
273
299
29,229
9,953
74,822
2,636
8,332
2,777
247
161
26,638
10,211
77,846
2,657
8,204
2,729
287
173
29,273
Securities (Note 4)
Trading
Available-for-sale
126,805
127,316
125,566
131,380
Total assets
$ 913,870
$ 895,896
$ 859,745
$ 850,073
$ 204,427
373,993
19,629
$ 202,670
365,369
19,083
$ 194,943
350,864
13,543
$ 191,383
340,840
14,855
598,049
587,122
559,350
547,078
645
593
513
463
10,443
52,054
65,423
75,096
8,473
2,205
41,175
10,911
50,423
63,790
73,206
8,163
2,034
41,192
9,953
47,128
60,416
76,745
8,034
2,027
38,676
10,211
46,473
65,550
80,378
7,815
1,940
34,588
254,869
249,719
242,979
246,955
6,810
6,486
7,443
7,392
860,373
843,920
810,285
801,888
4,750
14,475
(1)
10
30,526
1,954
4,250
14,458
73
29,489
1,913
4,600
14,377
1
41
27,438
1,208
4,600
14,333
(1)
(10)
26,468
1,038
Non-controlling interests
51,714
1,783
50,183
1,793
47,665
1,795
46,428
1,757
Total equity
Total liabilities and equity
53,497
51,976
49,460
48,185
$ 913,870
$ 895,896
$ 859,745
$ 850,073
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements. Comparative amounts have been restated. Refer to Note 2.
52
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
$ 4,318
1,097
237
21
$ 4,162
1,006
235
17
$ 4,134
949
233
33
5,673
5,420
5,349
16,543
15,757
1,493
473
60
1,459
451
61
1,414
463
80
4,410
1,394
183
4,249
1,347
263
2,026
1,971
1,957
5,987
5,859
3,647
3,449
3,392
10,556
9,898
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
Net gain on available-for-sale securities (Note 4)
Share of profit in joint ventures and associates
Other
1,383
285
744
765
340
380
552
215
173
317
36
39
101
1,125
300
714
729
351
364
428
237
153
237
71
34
78
561
100
637
669
346
361
305
200
166
240
27
35
129
3,790
895
2,176
2,223
1,032
1,108
1,381
620
501
841
130
111
337
2,828
607
1,851
1,885
1,003
1,069
1,175
561
487
772
137
107
363
5,330
4,821
3,776
15,145
12,845
Total revenue
8,977
8,270
7,168
25,701
22,743
Interest income
Loans
Securities
Assets purchased under reverse repurchase agreements and securities borrowed
Deposits and other
Interest expense
Deposits and other
Other liabilities
Subordinated debentures
$ 12,710 $ 12,181
3,060
2,797
718
719
55
60
283
244
267
819
903
1,009
830
263
2,821
1,906
Non-interest expense
Human resources (Note 9)
Equipment
Occupancy
Communications
Professional fees
Outsourced item processing
Amortization of other intangibles
Impairment of other intangibles
Other
2,866
287
350
183
178
59
171
2
493
2,734
288
331
190
162
69
163
389
2,497
277
306
187
189
61
145
329
8,450
859
997
529
500
188
490
2
1,281
7,718
792
911
518
531
190
419
964
4,589
4,326
3,991
13,296
12,043
3,096
718
2,870
669
2,647
362
8,765
2,094
7,891
1,650
Net income
$ 2,378
$ 2,201
$ 2,285
6,671 $
6,241
$ 2,352
26
$ 2,175
26
$ 2,260
25
6,594 $
77
6,167
74
$ 2,378
$ 2,201
$ 2,285
6,671 $
6,241
4.45 $
4.43
2.09
4.14
4.10
1.86
1.59
1.59
0.71
1.47
1.47
0.71
1.52
1.51
0.63
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements. Comparative amounts have been restated. Refer to Note 2.
53
July 31
July 31
July 31
2014
2014
2013
2014
2013
$ 2,378
$ 2,201
$ 2,285
$ 6,671
$ 6,241
Net income
July 31
39
(7)
8
(24)
(172)
(7)
121
(42)
(68)
(80)
32
(16)
(179)
79
(148)
(203)
166
47
(458)
232
553
(358)
10
(226)
195
751
254
2
(3)
40
(2)
178
(8)
(76)
(8)
129
(28)
(1)
38
170
(84)
101
(178)
17
551
(84)
394
(28)
(82)
(110)
1,819
(1,115)
44
3
670
(416)
(206)
(65)
551
(194)
394
(165)
(269)
737
552
601
$ 2,213
$ 1,932
$ 3,022
$ 7,223
$ 6,842
$ 2,187
26
$ 1,906
26
$ 2,997
25
$ 7,146
77
$ 6,768
74
$ 2,213
$ 1,932
$ 3,022
$ 7,223
$ 6,842
The income tax effect on the Interim Condensed Consolidated Statements of Comprehensive Income is shown in the table below.
For the three months ended
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
26
(56)
56
(28)
(3)
(2)
(2)
(6)
(11)
(1)
59
82
14
63
(27)
45
(2)
(64)
(3)
198
(3)
(34)
(10)
143
(10)
7
(126)
(30)
$
69
(395)
(40)
75
$ (444)
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements. Comparative amounts have been restated. Refer to Note 2.
(146)
$(7)
$ 14,475
19
(2)
500
$ 4,750
$ 14,458
$ 4,250
30
(14)
(850)
$ 14,442
$ 5,100
$ 14,333
$ 4,600
25
(46)
(213)
$ 14,354
$ 4,813
Common
shares
(1)
49
(50)
31
(31)
(1)
35
(36)
Treasury
shares
preferred
10
1,746
(1,809)
73
1,041
(1,001)
33
(10)
1,458
(1,508)
40
Treasury
shares
common
$ 30,526
(7)
(11)
(1)
(1,025)
(55)
(10)
2,352
(206)
$ 29,489
(86)
(3)
(1,025)
(52)
1
2,175
(65)
$ 28,544
$ 26,468
(234)
(9)
(1)
(908)
(63)
(4)
2,260
551
$ 24,876
Retained
earnings
426
32
394
(16)
410
271
(179)
450
450
195
255
$ 1,437
10
$ 1,427
(226)
$ 1,653
Foreign
currency
translation
91
(1)
92
38
54
$ 317
170
$ 147
Cash flow
hedges
186
852
$ 1,954
41
$ 1,913
(204)
$ 2,117
$ 1,038
Total other
components
of equity
$ 51,714
512
(13)
1,795
(1,859)
(1)
(1,025)
(55)
(10)
2,352
(165)
$ 50,183
30
(100)
(850)
1,072
(1,032)
(3)
(1,025)
(52)
1
2,175
(269)
$ 50,236
$ 46,428
25
(280)
(222)
1,493
(1,544)
(1)
(908)
(63)
(4)
2,260
737
$ 44,935
Equity
attributable to
shareholders
$ 1,783
(47)
11
26
$ 1,793
(5)
26
$ 1,772
$ 1,757
(47)
7
25
$ 1,772
Noncontrolling
interests
Total equity
$ 53,497
512
(13)
1,795
(1,859)
(1)
(1,025)
(102)
1
2,378
(165)
$ 51,976
30
(100)
(850)
1,072
(1,032)
(3)
(1,025)
(52)
(4)
2,201
(269)
$ 52,008
$ 48,185
25
(280)
(222)
1,493
(1,544)
(1)
(908)
(110)
3
2,285
737
$ 46,707
Preferred
shares
54
Third Quarter 2014
$ 14,475
(1)
100
(102)
(1)
105
(107)
10
3,848
(3,879)
41
(10)
3,350
(3,390)
30
Treasury
shares
common
$ 30,526
(14)
(97)
(6)
(3,016)
(169)
(10)
6,594
(194)
$ 27,438
$ 26,468
(341)
(9)
(3)
(2,686)
(192)
(24)
6,167
394
$ 23,162
Retained
earnings
$ 426
79
$ 347
$ 271
(148)
$ 419
751
686
450
254
196
$ 1,437
Foreign
currency
translation
91
(84)
$ 175
$ 317
101
$ 216
Cash flow
hedges
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements. Comparative amounts have been restated. Refer to Note 2.
$ 4,750
114
(16)
1,000
(850)
$ 14,377
$ 4,600
$ 14,333
77
(67)
(213)
$ 4,600
$ 14,323
$ 4,813
Common
shares
Preferred
shares
Treasury
shares
preferred
207
831
$ 1,954
746
$ 1,208
$ 1,038
Total other
components
of equity
$ 51,714
1,100
(113)
(850)
3,948
(3,981)
(6)
(3,016)
(169)
(10)
6,594
552
$ 47,665
$ 46,428
77
(408)
(222)
3,455
(3,497)
(3)
(2,686)
(192)
(24)
6,167
601
$ 43,160
Equity
attributable to
shareholders
$ 1,783
(94)
5
77
$ 1,795
$ 1,757
(94)
16
74
$ 1,761
Non-controlling
interests
Total equity
$ 53,497
1,100
(113)
(850)
3,948
(3,981)
(6)
(3,016)
(263)
(5)
6,671
552
$ 49,460
$ 48,185
77
(408)
(222)
3,455
(3,497)
(3)
(2,686)
(286)
(8)
6,241
601
$ 44,921
56
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
2,378
2,201
2,285
6,671
6,241
283
125
(177)
173
8
(39)
40
2
(39)
244
123
(95)
163
7
(78)
5
(34)
267
110
158
145
(24)
(32)
4
(35)
819
367
(24)
492
13
(156)
100
17
(111)
903
326
70
419
(26)
(159)
21
(107)
310
(133)
434
(190)
1,890
(4,380)
(9,108)
48
259
287
6,842
(7,496)
450
(5,712)
(413)
(260)
(286)
15,847
(17,287)
2,231
(5,758)
439
77
(132)
1,999
(1,649)
(8,629)
(21,969)
(106)
(415)
(131)
13,451
(16,384)
(16,773)
(13,692)
(1,224)
10,927
6,688
(3,301)
4,460
14,953
(17,688)
40,017
(7,927)
28,999
1,633
1,631
(631)
783
4,696
(3,225)
1,605
270
4,566
3,817
(6,834)
(3,155)
414
(4,033)
2,757
5,007
4,942
(628)
(896)
9,078
1,518
5,717
571
(1,328)
1,188
(173)
703
10,383
(14,381)
73
(367)
(290)
91
(3,961)
3,035
997
8,672
(12,263)
70
(53)
(231)
227
(382)
1,489
8,245
(9,734)
39
(37)
(255)
(635)
3,656
3,776
27,941
(38,173)
285
(552)
(832)
91
(3,808)
2,898
5,343
29,071
(30,321)
237
(210)
(651)
(2,537)
3,830
1,000
(600)
19
(13)
500
1,795
(1,859)
(1,077)
(7)
(47)
(20)
(309)
(8)
418
15,879
$ 16,297
30
(100)
(850)
1,073
(1,033)
(1,028)
(3)
(1,911)
(40)
2,093
13,786
$ 15,879
(1,000)
25
(280)
(222)
1,493
(1,544)
(974)
(47)
1
(2,548)
43
(383)
14,311
$ 13,928
(900)
1,000
(1,600)
114
(113)
1,000
(850)
3,949
(3,982)
(3,131)
(14)
(94)
(18)
(4,639)
116
747
15,550
$ 16,297
2,046
(2,000)
77
(408)
(222)
3,455
(3,497)
(2,839)
(94)
(95)
(3,577)
59
1,500
12,428
$ 13,928
1,999
5,169
537
360
1,487
4,994
384
519
2,008
4,967
391
216
5,656
15,570
1,290
1,591
5,759
14,763
1,125
1,280
We are required to maintain balances with central banks and other regulatory authorities. The total balances were $2.3 billion as at July 31, 2014 (April 30, 2014 $2.3 billion; January 31, 2014
$2.6 billion; October 31, 2013 $2.6 billion; July 31, 2013 $2.8 billion; April 30, 2013 $2.6 billion; October 31, 2012 $2.1 billion).
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements. Comparative amounts have been restated. Refer to Note 2.
57
Our unaudited Interim Condensed Consolidated Financial Statements (Condensed Financial Statements) are presented in compliance
with International Accounting Standard (IAS) 34, Interim Financial Reporting. The Condensed Financial Statements do not include all
the information and disclosures required in the annual financial statements and should be read in conjunction with the audited 2013
Annual Consolidated Financial Statements and the accompanying notes included on pages 99 to 180 in our 2013 Annual Report.
Tabular information is stated in millions of Canadian dollars, except per share amounts and percentages. On August 21, 2014, the
Board of Directors authorized the Condensed Financial Statements for issue.
Note 2 Summary of significant accounting policies, estimates and judgments
Except as indicated below, the Condensed Financial Statements have been prepared using the same accounting policies and
methods used in preparation of our audited 2013 Annual Consolidated Financial Statements.
Changes in accounting policies
During the second quarter, we adopted the following new accounting standard.
Own credit provisions of IFRS 9 Financial Instruments (IFRS 9)
The own credit provisions of IFRS 9 change the accounting for financial liabilities designated as at fair value through profit or loss
(FVTPL). Previously under IAS 39 Financial Instruments: Recognition and Measurement (IAS 39), all fair value changes in financial
liabilities designated as at FVTPL were recognized in net income. Under IFRS 9, the changes in the fair value of these liabilities
attributable to our own credit are recognized in Other comprehensive income (OCI) rather than income. Amounts recognized in OCI will
not be reclassified subsequently to net income.
We prospectively adopted the own credit provisions of IFRS 9 with an initial application date of November 1, 2013. Fair value
changes in our financial liabilities designated as at FVTPL attributable to changes in our own credit risk are now recorded in OCI. The
remaining fair value changes continue to be recorded in Trading revenue or Non-interest income Other. We did not restate our
quarterly or annual results for periods prior to February 1, 2014 as the amounts were not significant. Amounts recognized in the
Statement of Income in the first quarter of 2014 have been recorded in OCI for the three months ended April 30, 2014.
The table below presents the impact of adopting the above standard on our Consolidated Statement of Comprehensive Income
and Consolidated Statement of Income for the nine months ended July 31, 2014. Results as reported under the own credit provisions
of IFRS 9 are compared to the pro-forma results had we continued to apply IAS 39. The adoption did not impact our Consolidated
Balance Sheet.
For the nine months ended July 31, 2014
Pro-forma
(IAS 39)
Impact
As reported
(IFRS 9)
662
(110)
552
758
324
8,404
6,595
4.40
4.38
137
13
46
76
0.05
0.05
895
337
8,450
6,671
4.45
4.43
During the first quarter, we adopted the following new accounting standards.
IAS 19 Employee Benefits (IAS 19)
The amendments to IAS 19 change the accounting for pension and other post-employment benefits, specifically with respect to
actuarial gains and losses, past service costs, interest expense and return on plan assets. The amended standard eliminates the
deferral and amortization of actuarial gains and losses in net income, instead requiring the immediate recognition of actuarial gains
and losses in OCI. Past service costs are immediately recognized in the period in which a plan amendment occurs. Net interest,
calculated by applying the discount rate to the Net defined benefit liability or asset, replaces the Interest cost and Expected return on
plan assets components of Defined benefit pension expense. The amendments also introduce a number of interim and annual
disclosure requirements for defined benefit plans.
We retrospectively adopted the amendments on November 1, 2013. Under the amended standard, we recognize the present
value of our defined benefit obligation under each of our defined benefit plans, less the fair value of the plans assets, as a liability
reported in Employee benefit liabilities on our Consolidated Balance Sheets. For plans where there is a net defined benefit asset, the
amount is reported as an asset in Employee benefit assets. New interim disclosures have been provided in Note 9.
IFRS 10 Consolidated Financial Statements (IFRS 10)
IFRS 10 replaces the consolidation requirements in IAS 27 Consolidated and Separate Financial Statements (IAS 27) and SIC-12
Consolidation Special Purpose Entities (SIC-12) and provides a single consolidation model applicable to all types of entities. IFRS 10
is based on the existing principle that an entity should consolidate all other entities that it controls.
58
Under IAS 27 and SIC-12, control was based on having a majority of the voting interests or, for special purpose entities (SPEs), an
overall assessment of the purpose and design of the entity, our decision making rights, and our exposure to the majority of the risks
and rewards of ownership. Under IFRS 10, control is based on three conditions, which must all be satisfied: (i) decision making power
over the relevant activities, (ii) exposure to variable returns, and (iii) a link between decision making power and returns. IFRS 10
introduces a substantial amount of application guidance that expands on new and existing principles related to the determination of
control. It places a greater emphasis on decision making power by making it a required condition for control, removes the bright lines
for assessing exposure to risks and rewards, and introduces new considerations related to our role as a principal or an agent in
entities over which we have decision making power. The determination of control is based on the current facts and circumstances and
is to be continuously assessed.
We retrospectively adopted IFRS 10 on November 1, 2013. On adoption, RBC Capital Trust II has been deconsolidated as our
involvement does not expose us to variable returns. See Note 20 of our 2013 Annual Report for further details on our innovative
capital instruments.
IFRS 11 Joint Arrangements (IFRS 11)
IFRS 11 requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights
and obligations arising from the arrangement. IFRS 11 requires a joint operator to recognize and measure the assets and liabilities in
relation to its interest in the arrangement, and a joint venturer to apply the equity method of accounting. We retrospectively adopted
IFRS 11 on November 1, 2013. The adoption resulted in a change to our method of accounting for joint ventures from proportionate
consolidation to the equity method.
IFRS 12 Disclosure of Interest in Other Entities (IFRS 12)
IFRS 12 provides enhanced guidance on the annual disclosure requirements of a reporting entitys interests in other entities. The
standard requires an entity to disclose information that helps users to evaluate (i) the nature of, and risks associated with, a reporting
entitys interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities (off-balance sheet
structures); and (ii) the effect of those interests on the entitys financial position, financial performance and cash flows. We adopted
IFRS 12 on November 1, 2013; however, the adoption of IFRS 12 did not impact the Condensed Financial Statements. The annual
disclosures required by IFRS 12, including comparative periods, will be presented in our 2014 Annual Consolidated Financial
Statements.
IAS 27 Separate Financial Statements (IAS 27) and IAS 28 Investments in Associates and Joint Ventures (IAS 28)
As a consequence of the new IFRS standards IFRS 10, IFRS 11 and IFRS 12, the IASB issued amended and retitled IAS 27 and IAS 28.
We retrospectively adopted these new requirements on November 1, 2013. The adoption did not impact the Condensed Financial
Statements.
IFRS 13 Fair Value Measurement (IFRS 13)
IFRS 13 provides a revised definition of fair value and sets out a framework for measuring fair value in a single standard. IFRS 13 also
requires more comprehensive disclosure requirements on fair value measurement. The measurement and disclosure requirements of
IFRS 13 apply when another standard requires or permits the item to be measured at fair value with limited exceptions. We
prospectively adopted IFRS 13 on November 1, 2013. The adoption did not have a material impact on the Condensed Financial
Statements. New interim disclosures required by IAS 34 as a result of the adoption of IFRS 13 are presented in Note 3.
IFRS 7 Financial Instruments: Disclosures (IFRS 7)
The amendments to IFRS 7 require expanded disclosures to enable users to assess the effect of offsetting arrangements on an entitys
financial position. The amendments require entities to disclose both gross and net amounts associated with master netting
agreements and similar arrangements, including the effects of financial collateral, whether or not they are presented net on the
balance sheet. We adopted the amendments to IFRS 7 on November 1, 2013. The adoption of the amendments did not impact the
Condensed Financial Statements. The annual disclosures required by the amendments, including comparative periods, will be
presented in our 2014 Annual Consolidated Financial Statements.
59
The tables below present the impact of the above standards adopted during the first quarter on our Consolidated Balance Sheets as
at October 31, 2013, July 31, 2013 and October 31, 2012 and Consolidated Statements of Income for the years ended October 31,
2013 and 2012.
As at October 31, 2013
Adjustments
(Millions of Canadian dollars, except per share amounts)
Published
15,870
9,061
182,718
89,998
112
1,084
40,503
521,473
IAS 19
(923)
292
IFRS 10
IFRS 11
Total impact
(320)
(22)
(8)
184
135
(923)
(120)
Restated
1
3
$ (320)
(22)
(9)
181
135
(412)
15,550
9,039
182,710
90,182
247
161
40,383
521,473
(447)
(1,074)
859,745
(33)
(414)
870
268
(437)
(900)
(876)
1
350,864
2,027
38,676
27,438
1,208
439,532
Total assets
860,819
(631)
349,994
1,759
39,113
900
28,314
1,207
439,532
268
(24)
(876)
1
$ 860,819
$ (631)
$ (447)
$ (1,074)
$ 859,745
$ (87)
(23)
(27)
(19)
(18)
(0.07)
(0.05)
8,429
2,070
1,936
2,304
2,119
5.60
5.54
903
1
(900)
(87)
(23)
(27)
(19)
(18)
(0.07)
(0.05)
8,342
2,047
1,909
2,285
2,101
5.53
5.49
Published
14,083
7,376
174,302
86,872
135
1,099
43,385
524,052
IAS 19
(926)
249
IFRS 10
IFRS 11
73
3
$ (155)
(28)
(10)
182
152
(771)
Total impact
(155)
(28)
63
185
152
(926)
(522)
Restated
13,928
7,348
174,365
87,057
287
173
42,863
524,052
Total assets
851,304
(677)
76
(630)
(1,231)
850,073
339,975
1,806
35,205
828
27,251
1,040
445,199
134
(26)
(783)
(2)
903
1
(828)
(38)
(592)
865
134
(617)
(828)
(783)
(2)
340,840
1,940
34,588
26,468
1,038
445,199
$ 851,304
$ (677)
$ (630)
$ (1,231)
$ 850,073
76
60
Published
12,617
10,255
161,611
79,953
125
1,049
47,881
511,609
IAS 19
(920)
367
Total assets
825,100
(553)
312,314
1,729
41,371
900
24,270
830
443,686
589
(35)
(1,108)
1
IFRS 10
IFRS 11
Total impact
1
3
$ (189)
(9)
(10)
(7)
452
(834)
(597)
(1,146)
823,954
(21)
(576)
882
589
(610)
(900)
(1,108)
1
313,196
2,318
40,761
23,162
831
443,686
903
1
(900)
(189)
(9)
(9)
(4)
452
(920)
(467)
Restated
12,428
10,246
161,602
79,949
577
129
47,414
511,609
$ 825,100
(553)
$ (597)
$ (1,146)
$ 823,954
(32)
(0.02)
(0.02)
7,539
4.98
4.93
(32)
(0.02)
(0.02)
7,507
4.96
4.91
Amounts have been restated from those originally published to reflect classification changes made in the current period.
Includes Premises and equipment, Goodwill, Other intangibles and Other assets.
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. We determine fair value by incorporating all factors that market
participants would consider in setting a price, including commonly accepted valuation approaches.
The Board of Directors provides oversight on valuation of financial instruments, primarily through the Audit Committee and Risk
Committee. The Audit Committee reviews the presentation and disclosure of financial instruments that are measured at fair value,
while the Risk Committee assesses adequacy of governance structures and control processes for these instruments.
61
We have established policies, procedures and controls for valuation methodologies and techniques to ensure fair value is
reasonably estimated. Major valuation processes and controls include, but are not limited to, profit and loss decomposition,
independent price verification (IPV) and model validation standards. These control processes are managed by either Finance or Group
Risk Management and are independent of the relevant businesses and their trading functions. Profit and loss decomposition is a
process to explain the fair value changes of certain positions and is performed daily for trading portfolios. All fair value instruments
are subject to IPV, a process whereby trading function valuations are verified against external market prices and other relevant market
data. Market data sources include traded prices, brokers and price vendors. Other valuation techniques are used when a price or
quote is not available. Some valuation processes use valuation models to determine fair value. We have a systematic and consistent
approach to control model use. Valuation models are approved for use within our model risk management framework. The framework
addresses, among other things, model development standards, validation processes and procedures, and approval authorities.
One significant model control is the validation process. The purpose of model validation is to ensure that a model is suitable for its
intended use and to set limitations for its use. All models are re-validated regularly.
Other controls include the use of a documented third-party pricing source list. The third-party pricing source list gives priority to
those services and prices having the highest and most consistent accuracy. The level of accuracy is developed over time by comparing
third-party price values to traders or system values, to other pricing service values and, when available, to actual trade data.
Refer to Note 2 in our 2013 Annual Report for the valuation techniques used to fair value our significant financial assets and
liabilities. There have been no significant changes to the valuation techniques.
In determining fair value, a hierarchy is used which prioritizes the inputs to valuation techniques. The fair value hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). Determination of fair value based on this hierarchy requires the use of observable market data
whenever available. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the
ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, and model inputs that are either observable, or
can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are one or more
inputs that are unobservable and significant to the fair value of the asset or liability. Unobservable inputs are used to measure fair
value to the extent that observable inputs are not available at the measurement date. The availability of inputs for valuation may
affect the selection of valuation techniques. The classification of a financial instrument in the hierarchy for disclosure purposes is
based upon the lowest level of input that is significant to the measurement of fair value.
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.
As at July 31, 2014
Carrying value and fair value
Financial
instruments
classified as
at FVTPL
Financial assets
Securities
Trading
$ 142,768
Available-for-sale
Total securities
142,768
Assets purchased under reverse
repurchase agreements and securities
borrowed
Loans
Retail
Wholesale
1,524
Total loans
1,524
Other
Derivatives
72,823
Other assets
Financial liabilities
Deposits
Personal
$
Bank (2)
Total deposits
Other
Obligations related to securities sold
short
52,054
Obligations related to assets sold
under repurchase agreements and
securities loaned
Derivatives
75,096
Other liabilities
(2)
Subordinated debentures
Financial
instruments
designated
as at FVTPL
9,988
9,988
Carrying value
Availablefor-sale
instruments
measured at
fair value
45,677
45,677
Loans and
receivables and
non-trading
liabilities at
amortized cost
Fair value
Loans and Held-to-maturity
receivables and
investments
non-trading
measured at
liabilities
amortized cost
Total
carrying
amount
Total
fair value
$ 152,756 $ 152,756
681
46,358
46,358
681
199,114
199,114
92,405
42,800
42,800
135,205
135,205
2,129
2,129
328,665
98,103
426,768
328,549
97,647
426,196
328,665
101,756
430,421
328,549
101,300
429,849
905
30,666
30,666
72,823
31,571
72,823
31,571
$ 12,323
58,784
7,410
78,517
$ 192,104
315,209
12,219
519,532
$ 192,447
316,377
12,219
521,043
52,054
52,054
60,134
32
112
5,289
40,173
6,698
5,289
40,173
6,719
65,423
75,096
40,203
6,810
65,423
75,096
40,203
6,831
$ 204,427 $ 204,770
373,993
375,161
19,629
19,629
598,049
599,560
62
Financial assets
Securities
Trading
Available-for-sale
Total securities
Assets purchased under reverse
repurchase agreements and
securities borrowed
Loans
Retail
Wholesale
Total loans
Other
Derivatives
Other assets
Financial liabilities
Deposits
Personal
Business and government (1)
Bank (2)
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
Financial
instruments
classified as at
FVTPL
$ 138,783
138,783
Financial
instruments
designated
as at FVTPL
9,615
9,615
Availablefor-sale
instruments
measured at
fair value
42,696
42,696
Carrying value
Fair value
Loans and
receivables and
non-trading
liabilities at
amortized cost
Loans and
receivables and
non-trading
liabilities
Held-to-maturity
investments
measured at
amortized cost
Total carrying
amount
Total
fair value
387
387
$ 148,398
43,083
191,481
$ 148,398
43,083
191,481
90,262
43,719
43,719
133,981
133,981
1,641
1,641
1,594
1,594
322,989
95,212
418,201
322,323
94,864
417,187
322,989
98,447
421,436
322,323
98,099
420,422
72,633
997
30,792
30,792
72,633
31,789
72,633
31,789
$ 11,512
54,259
6,323
72,094
$ 191,158
311,110
12,760
515,028
$ 191,461
312,251
12,759
516,471
$ 202,670
365,369
19,083
587,122
$ 202,973
366,510
19,082
588,565
50,423
50,423
50,423
73,206
1
58,063
119
112
5,727
41,566
6,374
5,727
41,566
6,389
63,790
73,206
41,686
6,486
63,790
73,206
41,686
6,501
Total carrying
amount
Total
fair value
401
401
$ 144,023
38,687
182,710
$ 144,023
38,687
182,710
Financial assets
Securities
Trading
Available-for-sale
Total securities
Assets purchased under reverse
repurchase agreements and
securities borrowed
Loans
Retail
Wholesale
Total loans
Other
Derivatives
Other assets
Financial liabilities
Deposits
Personal
Business and government (1), (3)
Bank (2)
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
Financial
instruments
classified as at
FVTPL
$ 135,346
135,346
Financial
instruments
designated
as at FVTPL
8,677
8,677
Availablefor-sale
instruments
measured at
fair value
38,286
38,286
Carrying value
Fair value
Loans and
receivables and
non-trading
liabilities at
amortized cost
Loans and
receivables and
non-trading
liabilities
Held-to-maturity
investments
measured at
amortized cost
82,023
35,494
35,494
117,517
117,517
614
614
964
964
319,447
87,825
407,272
316,562
87,163
403,725
319,447
89,403
408,850
316,562
88,741
405,303
74,822
983
28,820
28,820
74,822
29,803
74,822
29,803
9,069
56,037
1,932
67,038
$ 185,874
294,827
11,611
492,312
$ 186,058
295,713
11,611
493,382
$ 194,943
350,864
13,543
559,350
$ 195,127
351,750
13,543
560,420
47,128
47,128
53,948
42
109
6,468
38,081
7,334
6,468
38,081
7,285
60,416
76,745
38,121
7,443
60,416
76,745
38,121
7,394
47,128
76,745
(2)
63
Financial
instruments
classified as at
FVTPL
Financial assets
Securities
Trading
$ 128,366
Available-for-sale
Total securities
128,366
Assets purchased under reverse
repurchase agreements and
securities borrowed
Loans
Retail
Wholesale
309
Total loans
309
Other
Derivatives
77,846
Other assets
Financial liabilities
Deposits
Personal
$
Bank (2)
Total deposits
Other
Obligations related to
securities sold short
46,473
Obligations related to assets
sold under repurchase
agreements and securities
loaned
Derivatives
80,378
Other liabilities
16
Subordinated debentures
(1)
(2)
(3)
Financial
instruments
designated
as at FVTPL
$ 9,190
9,190
Availablefor-sale
instruments
measured at
fair value
36,322
36,322
Carrying value
Fair value
Loans and
receivables and
non-trading
liabilities at
amortized cost
Loans and
receivables and
non-trading
liabilities
Held-to-maturity
investments
measured at
amortized cost
Total
carrying
amount
487
487
$ 137,556
36,809
174,365
$ 137,556
36,809
174,365
87,634
32,550
32,550
120,184
120,184
1,284
1,284
316,133
84,679
400,812
313,327
84,292
397,619
316,133
86,272
402,405
313,327
85,885
399,212
952
31,618
31,618
77,846
32,570
77,846
32,570
$ 8,142
55,530
2,464
66,136
$ 183,241
285,310
12,391
480,942
$ 183,474
285,925
12,391
481,790
$ 191,383
340,840
14,855
547,078
$ 191,616
341,455
14,855
547,926
46,473
46,473
57,720
33
108
7,830
35,250
7,284
7,830
35,250
7,236
65,550
80,378
35,299
7,392
65,550
80,378
35,299
7,344
Business and government includes deposits from regulated deposit-taking institutions other than regulated banks.
Bank refers to regulated banks.
Fair values of certain deposits have been revised from results previously reported.
The following table presents the changes in the fair value of our financial liabilities designated as at FVTPL as well as their contractual
maturity and carrying amounts. For our financial liabilities designated as at FVTPL, we measure the change in fair value attributable 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 the fair value attributable to changes in market conditions such as changes in a benchmark interest rate or foreign exchange rate.
Liabilities designated as at fair value through profit or loss
As at July 31, 2014
Contractual
maturity
amount
Term deposits
Personal
Business and government (2)
Bank (3)
Total term deposits
Obligations related to assets sold under repurchase
agreements and securities loaned
Other liabilities
Subordinated debentures
Total
(1)
(2)
(3)
12,113
58,653
7,410
Carrying value
Difference
between
carrying value
and contractual
maturity amount
29
111
Cumulative change
in fair value
attributable to
changes in credit
risk for positions
still held (1)
12,323
58,784
7,410
$ 210
131
35
108
78,176
78,517
341
140
143
60,135
32
106
60,134
32
112
(1)
(3)
$ 138,449
$ 138,795
$ 346
$ 143
$ 140
The cumulative change is measured from the initial recognition of the liabilities designated as at FVTPL. For the nine months ended July 31, 2014, $7 million of fair value losses previously included
in OCI were realized for financial liabilities derecognized during the period.
Business and government includes deposits from regulated deposit-taking institutions other than regulated banks.
Bank refers to regulated banks.
64
Fair value of assets and liabilities measured on a recurring basis and classified using the fair value hierarchy
The following tables present the financial instruments that are measured at fair value on a recurring basis and classified by the fair
value hierarchy as set out in IFRS 13.
As at
July 31, 2014
Total
gross fair
value
Securities
Trading
Canadian government debt (1)
Federal
8,547
Provincial and municipal
CDOs (3)
Non-CDO securities
Non-CDO securities
Equities
144
Loan substitute securities
104
7,510
Asset purchased under reverse
repurchase agreements and
securities borrowed
Loans
Other
Derivatives
Interest rate contracts
21
Foreign exchange contracts
Credit derivatives
Other contracts
2,671
Bank
Other
Obligations related to securities
sold short
35,027
Obligations related to assets sold
under repurchase agreements
and securities loaned
Derivatives
Interest rate contracts
15
Foreign exchange contracts
Credit derivatives
Other contracts
2,452
Subordinated debentures
$ 37,494
Level 2
1,195
Level 3
Netting
adjustments
1,195 $
Assets/
liabilities
at fair value
1,195
Total
gross fair
value
Level 2
785
Level 3
785
Netting
adjustments
Assets/
liabilities
at fair value
785
6,810
11,994
15,357
11,994
15,357
11,994
7,797
7,548
12,335
15,345
12,335
15,345
12,335
25,194
9,470
1,139
21
30,133
14,428
1,160
30,133
14,428
1,160
3,693
4,637
24,470
8,726
958
21
36
28,184
13,363
994
28,184
13,363
994
31
990
27,600
3,736
86,964
71
302
197
164
762
102
1,292
27,811
50,479
152,756
102
1,292
27,811
50,479
152,756
15
45,306
61,448
76
1,074
26,849
3,733
85,769
18
433
455
218
1,181
94
1,507
27,319
49,257
148,398
94
1,507
27,319
49,257
148,398
11,482
822
11,795
822
11,795
822
312
10,220
637
10,532
637
10,532
637
4,986
6,684
134
2,092
11
7,078
13,644
134
7,078
13,644
134
5,750
5,247
6,475
157
2,119
7,366
12,225
157
7,366
12,225
157
890
338
7,309
523
24
33,192
71
177
1,566
1,045
4,962
961
515
8,875
1,712
128
45,664
961
515
8,875
1,712
128
45,664
149
102
6,313
1,031
275
6,784
470
24
31,320
81
169
1,577
1,103
5,049
1,112
444
8,361
1,722
126
42,682
1,112
444
8,361
1,722
126
42,682
92,405
3,193
460
92,405
3,653
92,405
3,653
90,262
2,771
464
90,262
3,235
90,262
3,235
85,264
20,489
182
4,512
(450)
109,997
361
43
14
500
(65)
853
85,646
20,532
196
7,683
(515)
113,542
78,746
21,797
228
3,793
(422)
104,142
226
50
22
438
(89)
647
78,994
21,847
250
6,706
(511)
107,286
332
$ 327,278
$ 7,037
905
$ 410,120 $
$ 11,879
58,608
7,410
17,011
444
176
12,323 $
58,784
7,410
85,646
20,532
196
7,683
(515)
113,542
(40,719)
(40,719)
72,823
905
(40,719) $ 369,401
12,323
58,784
7,410
16
52,054
52,054
60,134
60,134
60,134
80,647
22,816
288
8,026
11
111,788
720
28
19
1,092
22
1,881
81,382
22,844
307
11,570
33
116,136
32
112
$ 266,974
(2)
30
112
$ 2,515 $ 306,983 $
81,382
22,844
307
11,570
33
116,136
(41,040)
(41,040)
75,096
30
112
(41,040) $ 265,943
22
2,475
2,497
611
$ 70,869
386
$ 315,435
$ 7,341
997
$ 393,645
$ 10,986
49,187
6,323
526
5,072
$ 11,512
54,259
6,323
36,646
13,752
25
50,423
58,063
58,063
10
2,031
2,041
74,276
22,921
307
7,010
4
104,518
774
26
27
1,074
35
1,936
75,060
22,947
334
10,115
39
108,495
$ 38,687
119
$ 242,948
1
112
$ 7,672
120
112
$ 289,307
78,994
21,847
250
6,706
(511)
107,286
(34,653)
(34,653)
72,633
997
(34,653) $ 358,992
11,512
54,259
6,323
50,423
58,063
75,060
22,947
334
10,115
39
108,495
(35,289)
(35,289)
73,206
120
112
(35,289) $ 254,018
65
As at
October 31, 2013
Total
gross fair
value
Level 1
Financial assets
Interest bearing deposits with banks $
Securities
Trading
Canadian government debt (1)
Federal
11,978
Provincial and municipal
CDOs (3)
Non-CDO securities
Equities
41,874
62,147
Available-for-sale (4)
Canadian government debt (1)
Federal
153
Provincial and municipal
Non-CDO securities
Equities
137
Loan substitute securities
103
5,882
Asset purchased under reverse
repurchase agreements and
securities borrowed
Loans
Other
Derivatives
Interest rate contracts
22
Foreign exchange contracts
Credit derivatives
Other contracts
2,558
(2)
Valuation adjustments (5)
Total gross derivatives
2,578
Netting adjustments
Total derivatives
Other assets
520
$ 71,127
Financial Liabilities
Deposits
Personal
$
Bank
Other
Obligations related to securities
sold short
31,832
Obligations related to assets sold
under repurchase agreements
and securities loaned
Derivatives
Interest rate contracts
9
Foreign exchange contracts
Credit derivatives
Other contracts
2,379
n.a.
Valuation adjustments (5)
Total gross derivatives
2,388
Netting adjustments
Total derivatives
Other liabilities
Subordinated debentures
$ 34,220
(1)
(2)
(3)
(4)
(5)
Level 2
2,424
Level 3
2,424
Assets/
liabilities
at fair value
2,424
Total
gross fair
value
Level 2
563
Level 3
563
Netting
adjustments
Assets/
liabilities
at fair value
563
6,976
12,146
18,954
12,146
18,954
12,146
9,778
8,058
11,225
17,836
11,225
17,836
11,225
23,980
8,101
802
22
370
28
29,482
11,286
830
29,482
11,286
830
4,639
2,422
23,653
8,292
786
40
163
52
28,332
10,877
838
28,332
10,877
838
1,084
24,346
3,132
80,567
31
260
415
183
1,309
31
1,344
24,761
45,189
144,023
31
1,344
24,761
45,189
144,023
5
40,915
57,759
2
966
22,794
2,899
78,675
15
189
478
185
1,122
17
1,155
23,277
43,999
137,556
17
1,155
23,277
43,999
137,556
9,690
667
9,843
667
9,843
667
310
9,595
641
9,905
641
9,905
641
4,238
5,434
139
2,014
6,278
10,897
139
6,278
10,897
139
49
5,014
3,912
5,376
207
1,684
5,645
10,390
207
5,645
10,390
207
1,294
283
5,096
585
24
27,450
103
180
1,673
969
4,939
1,397
463
6,769
1,691
127
38,271
1,397
463
6,769
1,691
127
38,271
136
109
5,618
1,430
238
3,992
651
24
26,066
92
257
1,669
922
4,624
1,522
495
5,661
1,709
133
36,308
1,522
495
5,661
1,709
133
36,308
82,023
1,164
414
82,023
1,578
82,023
1,578
87,634
1,001
592
87,634
1,593
87,634
1,593
78,517
20,709
193
3,219
(398)
102,240
333
76
32
858
(105)
1,194
78,872
20,785
225
6,635
(505)
106,012
78,309
23,390
151
2,662
(421)
104,091
366
43
55
473
(156)
781
78,691
23,433
206
5,873
(590)
107,613
452
$ 296,320
11
$ 7,867
983
$ 375,314
78,872
20,785
225
6,635
(505)
106,012
(31,190)
(31,190)
74,822
983
(31,190) $ 344,124
8,033
52,104
1,932
$ 1,036
3,933
15,280
16
9,069
56,037
1,932
47,128
53,948
53,948
74,113
22,715
295
5,979
n.a.
103,102
791
193
37
1,727
n.a.
2,748
74,913
22,908
332
10,085
n.a.
108,238
37
$ 234,436
3
109
$ 7,845
40
109
$ 276,501
9,069
56,037
1,932
47,128
53,948
74,913
22,908
332
10,085
n.a.
108,238
(31,493)
(31,493)
76,745
40
109
(31,493) $ 245,008
16
2,738
(13)
2,741
476
$66,594
465
$ 298,495
11
$ 7,130
952
$ 372,219
78,691
23,433
206
5,873
(590)
107,613
(29,767)
(29,767)
77,846
952
(29,767) $ 342,452
341
52,188
2,464
$ 7,801
3,342
17,456
29,011
8,142
55,530
2,464
46,473
57,720
57,720
10
2,106
n.a.
2,116
73,644
26,992
228
5,276
n.a.
106,140
785
183
61
1,316
n.a.
2,345
74,439
27,175
289
8,698
n.a.
110,601
$31,127
30
$ 236,339
19
108
$13,621
49
108
$ 281,087
8,142
55,530
2,464
46,473
57,720
74,439
27,175
289
8,698
n.a.
110,601
(30,223)
(30,223)
80,378
49
108
$ (30,223) $ 250,864
As at July 31, 2014, residential and commercial mortgage-backed securities (MBS) included in all fair value levels of Trading securities were $7,455 million and $81 million (April 30, 2014
$5,117 million and $91 million; October 31, 2013 $4,934 million and $93 million; July 31, 2013 $6,015 million and $127 million), respectively, and in all fair value levels of AFS securities,
$6,340 million and $25 million (April 30, 2014 $5,301 million and $33 million; October 31, 2013 $3,512 million and $35 million; July 31, 2013 $3,627 million and $37 million), respectively.
OECD stands for Organisation for Economic Co-operation and Development.
CDOs stand for Collateralized Debt Obligations.
Excludes $13 million and $681 million of AFS and held-to-maturity securities (April 30, 2014 $14 million and $387 million; October 31, 2013 $15 million and $401 million; July 31, 2013
$14 million and $487 million), respectively, that are carried at cost.
IFRS 13 requirements are applied on a prospective basis and the standard permits an exception, through an accounting policy choice, to measure the fair value of a portfolio of financial instruments
on a net open risk position basis when certain criteria are met. We have elected to use this policy choice to determine fair value of certain portfolios of financial instruments, primarily derivatives, on
a net exposure to market or credit risk. The valuation adjustment amounts in this table include those determined on a portfolio basis.
66
Quantitative information about fair value measurements using significant unobservable inputs (Level 3 Instruments)
The following table presents fair values of our significant Level 3 financial instruments, valuation techniques used to determine their
fair values, ranges and weighted averages of unobservable inputs.
As at July 31, 2014 (Millions of Canadian dollars, except for prices, percentages and ratios)
Range of input values (2), (3), (4)
Fair value
Products
Assets
Liabilities
459
$
122
460
484
11
1,641
Deposits
Subordinated debentures
Discount margins
Default rates
Prepayment rates
Recovery rates
Price-based
Discounted cash flows
Prices
Yields
Credit spreads
Capitalization rates
Price-based
Discounted cash flows
Prices
Yields
Low
$
88.75
0.66%
0.03%
1.00%
15.00%
30.00%
High
$
88.75
6.96%
1.20%
5.00%
30.00%
70.00%
Weighted average /
Inputs distribution (5)
$
88.75
3.31%
0.89%
2.84%
22.09%
50.00%
1.36%
9.00%
4.00%
40.00%
4.61%
10.00%
8.00%
97.50%
3.16%
9.65%
5.07%
81.86%
1.01
0.51%
3.45%
6.31%
$ 107.57
9.00%
5.56%
14.14%
96.42
3.35%
3.65%
10.23%
19.38
0.01%
$ 103.99
47.27%
99.37
2.73%
Funding spreads
0.45%
0.45%
0.45%
Market comparable
Price-based
EV/EBITDA multiples
P/E multiples
EV/Rev multiples
Liquidity discounts (6)
Net Asset Values / Prices (7)
3.00X
15.83X
1.70X
30.00%
n.a.
5.90X
15.83X
6.10X
30.00%
n.a.
5.73X
15.83X
5.51X
30.00%
n.a.
Interest rates
CPI swap rates
Funding spreads
Interest rate (IR)-IR correlations
Foreign exchange (FX)-IR
correlations
FX-FX correlations
IR Volatilities
3.16%
1.87%
0.45%
19.00%
3.16%
2.48%
0.45%
67.00%
Even
Even
Even
Even
29.00%
75.00%
15.00%
56.00%
75.00%
24.66%
Even
Even
Upper
Dividend yields
Funding spreads
Equity (EQ)-EQ correlations
EQ-FX correlations
EQ Volatilities
0.02%
0.39%
7.40%
(72.00)%
1.00%
13.60%
0.45%
97.40%
45.00%
127.00%
Lower
Even
Middle
Middle
Lower
176
1,209
10
379
495
743
Derivative-related assets
Deposits
Derivative-related liabilities
345
Mortgage-backed securities
Derivative-related assets
Derivative-related liabilities
Other Liabilities
21
119
Other (9)
Total
12
Prices
Discount margins
Yields
Default rates
Prepayment rates
Loss severity rates
1,615
162
Corporate debt
Significant
unobservable
inputs (1)
Price-based
Discounted cash flows
4
Valuation
techniques
209
(2)
$ 7,037
$ 2,515
67
As at April 30, 2014 (Millions of Canadian dollars, except for prices, percentages and ratios)
Range of input values (2), (3), (4)
Fair value
Products
Assets
Liabilities
548
$
Corporate debt
Corporate debt and other debt
Loans
Obligations related to securities sold short
Government debt and
municipal bonds
327
464
$ 102.13
7.76%
2.00%
5.00%
30.00%
70.00%
1.47%
9.00%
4.00%
40.00%
4.58%
10.00%
8.00%
97.50%
88.55
3.45%
2.00%
2.00%
20.00%
50.00%
Discount margins
Default rates
Prepayment rates
Recovery rates
Price-based
Discounted cash flows
Prices
Yields
Credit spreads
Capitalization rates
0.01
3.23%
0.70%
6.33%
$ 117.03
8.29%
5.10%
14.76%
88.98
4.79%
4.14%
10.55%
Price-based
Discounted cash flows
Prices
Yields
18.73
0.02%
$ 129.60
21.95%
98.34
1.64%
Funding spreads
0.00%
0.50%
0.50%
Market comparable
Price-based
EV/EBITDA multiples
P/E multiples
EV/Rev multiples
Liquidity discounts (6)
Net Asset Values / Prices (7)
3.00X
15.08X
1.70X
20.00%
n.a.
5.90X
15.08X
6.90X
30.00%
n.a.
5.73X
15.08X
5.03X
28.05%
n.a.
Interest rates
CPI swap rates
Funding spreads
Interest rate (IR)-IR correlations
Foreign exchange (FX)-IR
correlations
FX-FX correlations
IR Volatilities
3.24%
1.77%
0.48%
19.00%
3.35%
2.35%
0.50%
67.00%
Lower
Even
Upper
Even
29.00%
75.00%
18.21%
56.00%
75.00%
38.50%
Even
Even
Upper
Dividend yields
Funding spreads
Equity (EQ)-EQ correlations
EQ-FX correlations
EQ Volatilities
0.02%
0.48%
7.40%
(72.30)%
3.00%
15.56%
0.52%
99.00%
49.70%
153.00%
Lower
Even
Middle
Middle
Lower
3.25%
9.65%
5.02%
81.87%
4,865
112
1,321
245
72.22
0.74%
2.00%
1.00%
15.00%
30.00%
Weighted average /
Inputs distribution (5)
541
1,705
High
Prices
Discount margins
Yields
Default rates
Prepayment rates
Loss severity rates
1,599
153
Low
Price-based
Discounted cash flows
25
Valuation
techniques
Significant
unobservable
inputs (1)
494
207
797
Derivative-related assets
Deposits
Derivative-related liabilities
354
Mortgage-backed securities
Derivative-related assets
Derivative-related liabilities
Other Liabilities
36
48
Other (9)
Total
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
131
1
$ 7,341
$ 7,672
The acronyms stand for the following: (i) Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA); (ii) Price / Earnings (P/E); (iii) Enterprise Value (EV); (iv) Revenue (Rev); and
(v) Consumer Price Index (CPI).
Comparative information relating to periods before November 1, 2013 is not required by IFRS 13.
The low and high input values represent the actual highest and lowest level inputs used to value a group of financial instruments in a particular product category. These input ranges do not reflect
the level of input uncertainty, but are affected by the different underlying instruments within the product category. The input ranges will therefore vary from period to period based on the
characteristics of the underlying instruments held at each balance sheet date. Where provided, the weighted average of the input values is calculated based on the relative fair values of the
instruments within the product category. The weighted averages for derivatives are not presented in the table as they would not provide a comparable metric; instead, distribution of significant
unobservable inputs within the range for each product category is indicated in the table.
Price-based inputs are significant for certain debt securities, and are based on external benchmarks, comparable proxy instruments or pre-quarter-end trade data. For these instruments, the price
input is expressed in dollars for each $100 par value. For example, with an input price of $105, an instrument is valued at a premium over its par value.
The level of aggregation and diversity within each derivative instrument category may result in certain ranges of inputs being wide and unevenly distributed across the range. In the table, we
indicated whether the majority of the inputs are concentrated toward the upper, middle, or lower end of the range, or evenly distributed throughout the range.
Fair value of securities with liquidity discount inputs totalled $68 million (April 30, 2014 $96 million).
Net Asset Value (NAV) of a hedge fund is total fair value of assets less liabilities divided by the number of fund units. The NAVs of the funds and the corresponding equity derivatives referenced to
NAVs are not considered observable as we cannot redeem certain of these hedge funds at NAV prior to the next quarter end. Private equities are valued based on NAV or valuation techniques. The
range for NAV per unit or price per share has not been disclosed for the hedge funds or private equities due to the dispersion of prices given the diverse nature of the investments.
The structured notes contain embedded equity or interest rate derivatives with unobservable inputs that are similar to those of the equity or interest rate derivatives.
Other primarily includes certain insignificant instruments such as commodity derivatives, foreign exchange derivatives, credit derivatives and bank-owned life insurance.
68
69
Fair value
May 1,
2014
Assets
Securities
Trading
U.S. state, municipal and agencies
debt
$
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and agencies
debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Loans Wholesale
Other
Net derivative balances (3)
Interest rate contracts
Foreign exchage contracts
Credit derivatives
Other contracts
Valuation adjustments
Other assets
21
36
Total
realized/
unrealized
gains
(losses)
included
in earnings
Total
unrealized
gains (losses)
included in
other
comprehensive
income (1)
(1)
18
433
455
218
1,181
(1)
1
5
(4)
(3)
(3)
(1)
(11)
2,119
28
81
169
1,577
1,103
5,049
464
27
27
(1)
8
5
(16)
25
(2)
(548)
24
(5)
(636)
(124)
$ 5,405 $
Liabilities
Deposits
Personal
$ (526) $
Business and government
(5,072)
Bank
Other
Obligations related to securities sold
short
(25)
Other liabilities
(1)
Subordinated debentures
(112)
$ (5,736) $
Purchases
of assets/
issuances
of liabilities
Sales of
assets/
settlements
of liabilities
and other (2)
16
Transfers
out of
Level 3
Transfers
into
Level 3
(16) $
(24)
Fair value
July 31,
2014
(1) $
(6)
58
342
53
16
488
(7)
(467)
(299)
(10)
(823)
1
1
(3)
(8)
(61)
(79)
(55)
11
698
11
709
(8)
(714)
(80)
(846)
(1)
(2)
(2)
(21)
(7)
(8)
(54)
(4)
(63) $
4
1
20
14
(1)
82
(1)
(17)
29
(36)
41
$ 1,194 $ (1,594) $ 47 $
(12) $
(24)
4
10
(134) $
(169)
46
159
$ (33) $ 211
4,920
(2)
1
(37) $
(1)
13 $
(45)
(348) $
54
5
264
112
$ (33) $ 5,243
21
Changes in
unrealized gains
(losses) included
in earnings for
assets and
liabilities for the
period ended
July 31, 2014 for
positions still held
71
302
197
164
762
(1)
3
2,092
11
71
177
1,566
1,045
4,962
460
112
(359)
(1)
15
(5)
118
(592)
(1)
(87)
147 $ 5,156
(444)
(176)
(16)
2
(634)
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
(40)
(7)
(1)
(59)
(6)
$ (110)
1
(3)
2
1
1
70
Assets
Securities
Trading
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Fair value
February 1,
2013
Available-for-sale
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Loans Wholesale
Other
Net derivative balances (3)
Interest rate contracts
Foreign exchange contracts
Credit derivatives
Other contracts
Valuation adjustments
Other assets
30
Total
unrealized
gains (losses)
included in
other
comprehensive
income (1)
Purchases
of assets/
issuances
of liabilities
(1) $
(1)
19
49
Sales of
assets/
settlements
of liabilities
and other (2)
Transfers
into
Level 3
(6) $
(26)
Transfers
out of
Level 3
Fair value
April 30,
2014
(18)
21
36
19
297
389
185
4
(1)
(4)
2
(2)
10
646
154
56
(3)
(516)
(62)
(20)
7
16
(15)
(6)
(32)
18
433
455
218
(2)
2
(1)
924
(6)
934
(633)
29
(71)
1,181
(1)
2,160
(15)
(17)
(9)
2,119
n.a.
n.a.
n.a.
93
171
1,837
1,064
38
1
(1)
(36)
12
284
13
(13)
(1)
(439)
(24)
(69)
81
169
1,577
1,103
n.a.
n.a.
n.a.
n.a.
5,325
5,049
n.a.
38
(39)
297
(494)
(78)
447
(3)
(6)
27
(1)
464
(3)
(409)
45
(5)
(644)
(80)
(49)
(20)
(9)
22
1
(3)
(1)
9
(1)
(19)
(2)
(42)
(75)
(4)
62
(548)
24
(5)
(636)
(124)
(47)
(15)
(2)
43
$ 5,603
Liabilities
Deposits
Personal
Business and government
Bank
Other
Obligations related to securities
sold short
Other liabilities
Subordinated debentures
Total
realized/
unrealized
gains
(losses)
included
in earnings
Changes in
unrealized gains
(losses) included
in earnings for
assets and
liabilities for the
period ended
April 30, 2014 for
positions still held
(16) $
(516) $
(11) $
(4,762)
(108)
(10)
16
(112)
$ (5,384) $
1
39
(1)
(80) $
(47) $ 1,240
1
42
(1)
1
43
(13)
2
9
42
(106)
$ (1,194) $ (15) $
(133) $
(769)
(84)
(986) $
51
63
$ (74) $
68
(55)
127
$ (74) $
(166) $ 5,405
156
462
(526)
(5,072)
(25)
(7)
(111)
(25)
(1)
(112)
(17)
(1)
618
$ (5,736)
$ (136)
71
Fair value
May 1,
2013
Assets
Securities
Trading
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Loans Wholesale
Other
Net derivative balances (3)
Interest rate contracts
Foreign exchange contracts
Credit derivatives
Other contracts
Valuation adjustments
Other assets
Total
unrealized
gains (losses)
included in
Other
comprehensive
income (1)
Purchases
of assets/
issuances
of liabilities
Sales of
assets/
settlements
of liabilities
and other (2)
101
162
15
Transfers
into
Level 3
(123) $
(19)
Transfers
out of Level
3
(2) $
11
(2) $
(1)
Fair value
July 31,
2013
40
163
52
31
255
677
196
2
(2)
(13)
1
3
1
4
1,375
143
10
(12)
(1,418)
(331)
(26)
2
11
1
(7)
(26)
(10)
15
189
478
185
1,267
(10)
11
1,806
(1,929)
23
(46)
1,122
1,784
21
(135)
1,684
n.a.
n.a.
n.a.
1,740
309
1,639
885
1
(1)
15
29
15
32
44
272
6
(248)
(66)
(274)
(28)
(1,430)
92
257
1,669
922
n.a.
n.a.
n.a.
n.a.
6,357
20
141
278
(751)
(1,430)
4,624
n.a.
547
10
72
(37)
592
(2)
6
(15)
3
(1)
53
(8)
1
13
(14)
26
(4)
(2)
28
(419)
(140)
(6)
(843)
(156)
11
(542)
(211)
(12)
(885)
(210)
12
$
Liabilities
Deposits
Personal
Business and government
Bank
Other
Obligations related to securities
sold short
Other liabilities
Subordinated debentures
64
1
43
Total
realized/
unrealized
gains
(losses)
included
in earnings
Changes in
unrealized gains
(losses) included
in earnings for
assets and
liabilities for the
period ended
July 31, 2013
for positions
still held
6,323
134
64
(7)
(8)
28
(1)
$
$ (6,936) $
(3,002)
(5)
(86)
(108)
$ (10,137) $
220
(95) $
139
70
1
115
151
$ (2,699) $
(3)
(1)
$
$ 2,211
(5)
26
$ (1,447) $
$ (64) $
(3)
$ (67) $
4,785
19 $ (7,801)
124
(3,342)
(10)
7
(5)
237
(2)
26
43
300
(39)
32
(6)
(19)
(108)
144 $ (11,276)
67
1
$
61
72
Assets
Securities
Trading
U.S. state, municipal and agencies
debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and agencies
debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Loans Wholesale
Other
Net derivative balances (3)
Interest rate contracts
Foreign exchage contracts
Credit derivatives
Other contracts
Valuation adjustments
Other assets
Fair value
November 1,
2013
Total
realized/
unrealized
gains
(losses)
included
in earnings
22
370
28
Purchases
of assets/
issuances
of liabilities
(4)
9
30
9
74
1,651
285
79
(36)
(1,624)
(480)
(61)
7
16
(15)
(12)
(50)
(61)
71
302
197
164
(2)
(11)
1,309
18
42
2,205
(2,314)
38
(536)
762
(9)
2,014
159
(72)
11
(9)
2,092
11
n.a.
n.a.
n.a.
103
180
1,673
969
(4)
74
11
20
75
105
1,221
33
(33)
(19)
(1,334)
(136)
(10)
(69)
71
177
1,566
1,045
n.a.
n.a.
n.a.
n.a.
4,939
70
370
1,254
(1,583)
(88)
4,962
n.a.
414
18
27
(1)
(458)
(117)
(5)
(869)
(105)
11
(74)
(15)
(23)
5
5
(2)
(2)
(36)
(1)
29
(50)
(13)
1
25
90
(65)
(12) $
389
(16)
(3)
(109)
1
51
$ (5,097) $ (135) $
82
(2)
(129)
$ (3,860) $ (11) $
(52) $ (441) $
(186)
(1,551)
(1)
(3)
Fair value
July 31,
2014
14
2
(3)
6
$ (1,036) $
(10) $
(3,933)
(177)
(51) $
(62)
Transfers
out of
Level 3
31
260
415
183
$ 3,465
Transfers
into
Level 3
1 $
(4)
1
34
82
Sales of
assets/
settlements
of liabilities
and other (2)
(1)
$ 5,119
Liabilities
Deposits
Personal
Business and government
Bank
Other
Obligations related to securities sold
short
Other liabilities
Subordinated debentures
Total
unrealized
gains (losses)
included in
other
comprehensive
income (1)
(147)
(242) $ (2,139) $
171
261
147
(50)
529
(4) $
(366)
(28)
77
148
397
79
(11)
66
$ (147) $ 1,071
5,410
21
Changes in
unrealized gains
(losses) included
in earnings for
assets and
liabilities for the
period ended
July 31, 2014
for positions
still held
460
(29)
(359)
15
(5)
(592)
(87)
(111)
(11)
(4)
(52)
(7)
$ 5,156
$ (223)
$ (444)
(176)
4
112
(16)
2
$ (147) $ 6,597
$ (634)
(1)
(20)
(21)
73
Assets
Securities
Trading
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and
agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
CDOs
Non-CDO securities
Corporate debt and other debt
Equities
Loans Wholesale
Other
Net derivative balances (3)
Interest rate contracts
Foreign exchange contracts
Credit derivatives
Other contracts
Valuation adjustments
Other assets
Fair value
November 1,
2012
Total
realized/
unrealized
gains
(losses)
included
in earnings
Total
unrealized
gains (losses)
included in
other
comprehensive
income (1)
Purchases
of assets/
issuances
of liabilities
Sales of
assets/
settlements
of liabilities
and other (2)
99
375
55
59
23
397
302
(2)
(3)
339
362
19
(433) $
(168)
(37)
34
21
Fair value
July 31,
2013
(3) $
(406)
(15)
40
163
52
1
4
(4)
6
3,835
526
41
(48)
(3,682)
(456)
(178)
70
74
3
(7)
(59)
(63)
15
189
478
185
1,310
34
5,122
(5,002)
202
(553)
1,122
30
1,906
43
(279)
1,684
n.a.
n.a.
n.a.
1,996
645
1,446
948
2
(3)
3
63
58
28
43
2
1,063
10
(534)
(413)
(906)
(101)
20
(1,430)
92
257
1,669
922
n.a.
n.a.
n.a.
n.a.
6,941
70
174
1,073
(2,233)
29
(1,430)
4,624
n.a.
403
14
288
(116)
(2)
21
(23)
23
19
177
(5)
(69)
(12)
30
75
26
(4)
13
(56)
(2)
(487)
(198)
(22)
(1,052)
(282)
14
117
26
(14)
(148)
107
(3)
$
192
$ (6,840) $ (444) $
(2,519)
40
(8)
(101)
(122)
10
82
(7)
$ (9,590) $ (319) $
(1)
Transfers
out of
Level 3
10
(2)
4
11
$ 6,627
Liabilities
Deposits
Personal
Business and government
Bank
Other
Obligations related to securities
sold short
Other liabilities
Subordinated debentures
Transfers
into
Level 3
Changes in
unrealized gains
(losses) included
in earnings for
assets and
liabilities for the
period ended
July 31, 2013
for positions
still held
193
$ 6,697
$ (7,301) $ 182
34 $ (5,773) $ 5,196
(46)
(1,372)
382
(3)
21
6
(66)
61
3
$ (7,211) $ 5,642
592
3
(9)
184
(8)
$ (72) $
90
173
268
(9)
(419)
(140)
(6)
(843)
(156)
11
$ (1,805) $
$ (64) $
9
(1)
5
15
4,785
169
(7)
24
98
1
$
(7,801) $
(3,342)
(6)
(19)
(108)
$ (11,276) $
306
(160)
(126)
82
(7)
(211)
These amounts include the foreign currency translation gains or losses arising on consolidation of foreign subsidiaries relating to the Level 3 instruments, where applicable. The unrealized gains on
AFS securities were $38 million recognized in OCI for the three months ended July 31, 2014 (April 30, 2014 gains of $41 million; July 31, 2013 gains of $17 million) and gains of $142 million for
the nine months ended July 31, 2014 (July 31, 2013 $nil), excluding the translation gains or losses arising on consolidation.
Other includes amortization of premiums or discounts recognized in net income.
Net derivatives as at July 31, 2014 included derivative assets of $853 million (April 30, 2014 $647 million; October 31, 2013 $1,194 million; July 31, 2013 $781 million) and derivative
liabilities of $1,881 million (April 30, 2014 $1,936 million; October 31, 2013 $2,748 million; July 31, 2013 $2,345 million).
74
Total realized/ unrealized gains (losses) of Level 3 instruments recognized in earnings (1)
For the three months ended
July 31, 2014
(Millions of Canadian dollars)
Non-interest income
Trading revenue
Net gain on available-for-sale securities
Credit fees and Other
Assets
Liabilities
Total
Assets
Liabilities
Total
Assets
Liabilities
Total
$ 165
26
(1)
$ (282)
(8)
$ (117)
26
(9)
$ 174
38
(1)
$ (300)
(7)
$ (126)
38
(8)
$ 642
69
(2)
$ (835)
(21)
$ (193)
69
(23)
$ 190
$ (290)
$ (100)
$ 211
$ (307)
$ 709
$ (856)
$ (147)
(96)
Changes in unrealized gains (losses) recognized in earnings for assets and liabilities still held at period ends (1)
For the three months ended
July 31, 2014
(Millions of Canadian dollars)
Non-interest income
Trading revenue
Credit fees and Other
(1)
Assets
Liabilities
Total
Assets
Liabilities
Assets
Liabilities
Total
60
(1)
$ (168)
$ (108)
(1)
63
(2)
$ (223)
1
$ (160)
(1)
$ 105
(2)
$ (347)
$ (242)
(2)
59
$ (168)
$ (109)
61
$ (222)
$ (161)
$ 103
$ (347)
$ (244)
Comparative information relating to periods before November 1, 2013 is not required by IFRS 13.
Transfers between fair value hierarchy levels for instruments carried at fair value on a recurring basis
Transfers between Level 1 and Level 2, and transfers in and out of Level 3 are assumed to occur at the end of the period. For an asset
or a liability that transfers into Level 3 during the period, the entire change in fair value for the period is excluded from the Total
realized/unrealized gains (losses) included in earnings column of the above reconciliation, whereas for transfers out of Level 3 during
the period, the entire change in fair value for the period is included in the same column of the above reconciliation.
Transfers between Level 1 and Level 2 are dependent on whether fair value is obtained on the basis of quoted market prices in
active markets (Level 1) as opposed to fair value estimated using observable inputs in a discounted cash flow model (Level 2). For the
three months ended July 31, 2014, $370 million of certain government bonds reported in Trading and Available-for-sale U.S. state,
municipal and agencies debt, and $269 million included in Obligations related to securities sold short were transferred from Level 1
to the corresponding Level 2 balances (April 30, 2014 $585 million and $150 million; January 31, 2014 $552 million and
$191 million).
During the three months ended July 31, 2014, significant transfers out of Level 3 to Level 2 included: (i) $5,032 million of certain
promissory and structured notes in Business and government deposits and Subordinated debentures as the funding spread became
observable; (ii) certain equity-linked notes of $211 million in Personal deposits as the unobservable inputs did not significantly affect
their fair values; (iii) over-the-counter equity options of $187 million derivative-related assets and $263 million derivative related
liabilities for a net balance of $76 million in Other contracts as the unobservable inputs did not significantly affect their fair values;
and (iv) interest rate derivative net liabilities of $112 million due to increase in observability of swap rates.
During the three months ended April 30, 2014, significant transfers out of Level 3 to Level 2 included: (i) over-the-counter equity
options of $668 million derivative-related assets and $660 million derivative related liabilities for a net balance of $8 million in Other
contracts due to increased equity volatility observability; (ii) municipal guaranteed investment certificates of $462 million in Business
and government deposits as yields became observable; and (iii) certain equity-linked notes of $156 million in Personal deposits as
the unobservable inputs did not significantly affect their fair values.
During the three months ended January 31, 2014, significant transfers out of Level 3 to Level 2 included: (i) Other OECD
government debt of $366 million due to improved price transparency; (ii) certain equity-linked notes of $704 million in Personal
deposits; (iii) bank-owned life insurance portfolio of $311 million backed by underlying assets with observable prices; and (iv) cross
currency swaps of $149 million in Net derivative balances due to shorter maturities.
Positive and negative fair value movements of Level 3 financial instruments measured on a recurring basis from using reasonably
possible alternative assumptions
A financial instrument is classified as Level 3 in the fair value hierarchy if one or more of its unobservable inputs may significantly
affect the measurement of its fair value. In preparing the financial statements, appropriate levels for these unobservable input
parameters are chosen so that they are consistent with prevailing market evidence or management judgment. Due to the
unobservable nature of the prices or rates, there may be uncertainty about valuation of these Level 3 financial instruments.
The following table summarizes the impact to fair values of Level 3 financial instruments using reasonably possible alternative
assumptions. This sensitivity disclosure is intended to illustrate the potential impact of the relative uncertainty in the fair value of
Level 3 financial instruments. In reporting the sensitivities below, we have considered offsetting balances in instances when: (i) the
move in valuation factor caused an offsetting positive and negative fair value movement, (ii) both offsetting instruments are in
Level 3, and (iii) when exposures are managed and reported on a net basis. With respect to overall sensitivity, it is unlikely in practice
that all reasonably possible alternative assumptions would be simultaneously realized.
75
As at
July 31, 2014
Securities
Trading
U.S. state, municipal and agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and agencies debt
Other OECD government debt
Asset-backed securities
Corporate debt and other debt
Equities
Loans
Derivatives
21
373
197
164
2,092
11
248
1,566
1,045
460
853
$
Deposits
Derivatives
Other, securities sold short, other liabilities and
subordinated debentures
7,037
42
12
10
21
9
29
$
(620)
(1,881)
(2,515)
140
48
(170)
7,341
(7,672)
153
124
(214)
(43)
(62)
4
$
(2)
(15)
(34)
(3)
(75)
(16)
(11)
(22)
(13)
(23)
75
45
(138)
(67)
2
12
41
3
26
11
10
18
1
29
(5,598)
(1,936)
21
36
451
455
218
2,119
250
1,577
1,103
464
647
(10)
(57)
(2)
(12)
(4)
(74)
(17)
(10)
(20)
(9)
(22)
10
38
(14)
$
2
11
4
(3)
$
(108)
As at
October 31, 2013
Securities
Trading
U.S. state, municipal and agencies debt
Other OECD government debt
Mortgage-backed securities
Asset-backed securities
Corporate debt and other debt
Equities
Available-for-sale
U.S. state, municipal and agencies debt
Asset-backed securities
Corporate debt and other debt
Equities
Loans
Derivatives
Other assets
22
370
28
291
415
183
2,014
283
1,673
969
414
1,194
11
$
Deposits
Derivatives
Other, securities sold short, other liabilities and
subordinated debentures
7,867
20
9
9
24
3
84
(4,969)
(2,748)
(7,845)
195
138
(236)
(139)
7,130
(13,621)
208
200
(222)
(138)
(84)
2
$
(1)
(2)
(37)
(53)
(19)
(9)
(15)
(4)
(82)
138
60
(133)
$
1
3
49
29
14
9
19
4
80
(11,143)
(2,345)
40
163
52
204
478
185
1,684
349
1,669
922
592
781
11
(39)
(100)
1
$
(1)
(2)
(3)
(32)
(64)
(16)
(10)
(20)
(3)
(85)
60
77
(128)
$
1
3
42
(2)
$
(224)
Sensitivity results
As at July 31, 2014, the effects of applying other reasonably possible alternative assumptions to the Level 3 asset positions would be
an increase of $140 million and a reduction of $170 million in fair value, of which $85 million and $112 million would be recorded in
Other components of equity, respectively. The effects of applying these assumptions to the Level 3 liability positions would result in a
decrease of $48 million and an increase of $67 million in fair value.
76
Level 3 valuation inputs and approaches to developing reasonably possible alternative assumptions
The following is a summary of the unobservable inputs of the Level 3 instruments and our approaches to develop reasonably possible
alternative assumptions used to determine sensitivity.
Financial assets or liabilities
Asset-backed securities, corporate debt,
government debt and municipal bonds
Auction Rate Securities
Equity derivatives
Sensitivity methodology
The positive and negative sensitivities are determined based on plus or minus one standard
deviation of the bid-offer spreads or input prices if a sufficient number of prices is received, or
using high and low vendor prices as reasonably possible alternative assumptions.
In calculating the sensitivity of these ARS, we decreased the discount margin between 12% and
15% and increased the discount margin between 19% and 37%, depending on the specific
reasonable range of fair value uncertainty for each particular financial instruments market.
Changes to the discount margin reflect historic monthly movements in the student loan
asset-back securities market.
NAVs of the private equity positions, hedge funds and related equity derivatives are provided
by the fund managers, and as a result, there are no other reasonably possible alternative
assumptions for these investments.
Sensitivities of interest rate and cross currency swaps are derived using plus or minus one
standard deviation of these inputs, and an amount based on model and parameter uncertainty,
where applicable.
Sensitivity of the Level 3 position will be determined by shifting the unobservable model inputs
by plus or minus one standard deviation of the pricing service market data including volatility,
dividends or correlations, as applicable.
Sensitivities of deposits are calculated by shifting the funding curve by plus or minus certain
basis points.
Sensitivities for interest-rate-linked and equity-linked structured notes are derived by adjusting
inputs by plus or minus one standard deviation, and for other deposits, by estimating a
reasonable move in the funding curve by plus or minus certain basis points.
Sensitivity is calculated using plus or minus one standard deviation of the funding curve
bid-offer spread.
Note 4 Securities
Cost/
Gross
Gross
Amortized unrealized unrealized
cost
gains
losses
Cost/
Gross
Gross
Amortized unrealized unrealized
cost
gains
losses
Fair
value
$ 11,788 $
817
7,169
13,687
128
340 $
(1) $ 12,127
6
(1)
822
24
(115)
7,078
13
(2)
13,698
6
134
$ 10,242 $
632
7,495
12,272
150
328 $
(2) $ 10,568
6
(1)
637
8
(137)
7,366
10
(2)
12,280
7
157
932
581
9,135
1,368
125
$ 45,730 $
31
(2)
961
5
(71)
515
50
(15)
9,170
375
(18)
1,725
4
(1)
128
854 $ (226) $ 46,358
1,078
520
8,631
1,358
125
$ 42,503 $
37
(3)
1,112
4
(80)
444
44
(18)
8,657
384
(6)
1,736
2
(1)
126
830 $ (250) $ 43,083
77
As at
October 31, 2013
(3)
Cost/
Gross
Gross
Amortized unrealized unrealized
cost
gains
losses
Cost/
Gross
Gross
Amortized unrealized unrealized
cost
gains
losses
Fair
value
Fair
value
9,572 $
665
6,422
10,939
130
340 $
(2) $
9,910
3
(1)
667
9
(153)
6,278
14
(4)
10,949
10
(1)
139
9,728 $
641
5,798
10,427
197
336 $
(2) $ 10,062
3
(3)
641
7
(160)
5,645
19
(5)
10,441
11
(1)
207
1,343
545
7,031
1,407
125
$ 38,179 $
58
(4)
1,397
3
(85)
463
49
(29)
7,051
312
(13)
1,706
3
(1)
127
801 $ (293) $ 38,687
1,458
580
5,933
1,472
125
$ 36,359 $
68
(4)
1,522
9
(94)
495
37
(30)
5,940
264
(13)
1,723
9
(1)
133
763 $ (313) $ 36,809
Includes $681 million held-to-maturity securities as at July 31, 2014 (April 30, 2014 $387 million; October 31, 2013 $401 million; July 31, 2013 $487 million).
The majority of the MBS are residential. Cost/Amortized cost, gross unrealized gains, gross unrealized losses and fair value related to commercial MBS are $24 million, $1 million, $nil, and
$25 million, respectively as at July 31, 2014 (April 30, 2014 $32 million, $1 million, $nil, and $33 million; October 31, 2013 $34 million, $1 million, $nil, and $35 million; July 31, 2013
$36 million, $1 million, nominal, and $37 million).
Includes securities issued by U.S. non-agencies backed by government insured assets, and MBS and ABS issued by U.S. government agencies.
AFS securities are assessed for objective evidence of impairment at each reporting date and more frequently when conditions warrant.
Depending on the nature of the securities under review, we apply specific methodologies to assess whether the cost/amortized cost
of the security would be recovered.
The total cost/amortized cost of the AFS portfolio, as at July 31, 2014, increased by $3,227 million or 8% compared to April 30,
2014. The increase is largely due to net purchases of Canadian government debt and Other OECD government debt.
Gross unrealized gains of $854 million, as of July 31, 2014, increased by $24 million or 3% compared to April 30, 2014. This
increase is mainly due to fair value improvements in Canadian government debt as a result of lower long term interest rates.
Gross unrealized losses of $226 million, as of July 31, 2014, decreased by $24 million or 10% compared to April 30, 2014. The
improvement is primarily due to fair value improvements of certain U.S. State, municipal and agencies debt and Asset-backed
securities from tightening credit spreads.
Management believes that there is no objective evidence of impairment on the above-mentioned securities that are in an
unrealized loss position as at July 31, 2014.
Held-to-maturity securities
Held-to-maturity securities stated at amortized cost are subject to periodic impairment review and are classified as impaired when, in
managements opinion, there is no longer reasonable assurance of the timely collection of the full amount of principal and interest.
The impairment review of held-to-maturity securities is primarily based on the impairment model for loans. Management believes that
there is no objective evidence of impairment on our held-to-maturity securities as at July 31, 2014.
Net gain and loss on available-for-sale securities (1)
For the three months ended
Realized gains
Realized losses
Impairment losses
(1)
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
39
(1)
(2)
77
(1)
(5)
37
(6)
(4)
156
(9)
(17)
171
(13)
(21)
36
71
27
130
137
The following related to our insurance operations are excluded from Net gain (loss) on AFS securities and included in Insurance premiums, investment and fee income on the Consolidated
Statement of Income: Realized gains for the three months ended July 31, 2014 were $1 million (April 30, 2014 $3 million; July 31, 2013 $1 million); Realized gains for the nine months ended
July 31, 2014 were $10 million (July 31, 2013 $1 million). There were no realized losses for the three months ended July 31, 2014 (April 30, 2014 $1 million; July 31, 2013 $nil). Realized
losses for the nine months ended July 31, 2014 were $1 million (July 31, 2013 $nil). There were no impairment losses related to our insurance operations for the three or nine months ended
July 31, 2014 and July 31, 2013.
78
Retail
Residential mortgages
Personal
Credit cards
Small business
Balance at
beginning of
period
Provision for
credit losses
Wholesale
Business
Bank (1)
Total allowance for loan losses
Allowance for off-balance sheet and other items (2)
Total allowance for credit losses
Individually assessed
Collectively assessed
Total allowance for credit losses
167
534
386
66
1,153
728
2
730
1,883
91
1,974
147
1,827
1,974
10
111
89
8
218
65
65
283
283
39
244
283
Write-offs
(7)
(133)
(119)
(10)
(269)
(30)
(30)
(299)
(299)
(6)
(293)
(299)
Unwind of
discount
Recoveries
1
26
29
3
59
14
14
73
73
9
64
73
(7)
(5)
(12)
(8)
(8)
(20)
(20)
(5)
(15)
(20)
Exchange
rate changes/
other
18
(1)
17
(11)
(11)
6
6
5
1
6
Balance at
end of period
182
533
385
66
1,166
758
2
760
1,926
91
2,017
189
1,828
2,017
Retail
Residential mortgages
Personal
Credit cards
Small business
Balance at
beginning of
period
Provision for
credit losses
Wholesale
Business
Bank (1)
Total allowance for loan losses
Allowance for off-balance sheet and other items (2)
Total allowance for credit losses
Individually assessed
Collectively assessed
Total allowance for credit losses
166
611
384
67
1,228
9
90
91
11
201
Write-offs
(6)
(184)
(119)
(13)
(322)
Unwind of
discount
Recoveries
28
28
2
58
(6)
(7)
(13)
Exchange
rate changes/
other
4
(4)
2
(1)
1
Balance at
end of period
167
534
386
66
1,153
749
2
751
43
43
(52)
(52)
(10)
(10)
(6)
(6)
728
2
730
1,979
91
2,070
221
1,849
2,070
244
244
30
214
244
(374)
(374)
(95)
(279)
(374)
62
62
62
62
(23)
(23)
(7)
(16)
(23)
(5)
(5)
(2)
(3)
(5)
1,883
91
1,974
147
1,827
1,974
Retail
Residential mortgages
Personal
Credit cards
Small business
Balance at
beginning of
period
Provision for
credit losses
Wholesale
Business
Bank (1)
Total allowance for loan losses
Allowance for off-balance sheet and other items (2)
Total allowance for credit losses
Individually assessed
Collectively assessed
Total allowance for credit losses
125
540
393
73
1,131
6
97
89
7
199
Write-offs
(2)
(122)
(120)
(10)
(254)
Unwind of
discount
Recoveries
1
27
31
2
61
(7)
(5)
(12)
Exchange
rate changes/
other
20
(1)
(8)
11
Balance at
end of period
143
536
385
72
1,136
833
2
835
68
68
(127)
(127)
27
27
(10)
(10)
(8)
(8)
783
2
785
1,966
91
2,057
268
1,789
2,057
267
267
35
232
267
(381)
(381)
(99)
(282)
(381)
88
88
22
66
88
(22)
(22)
(7)
(15)
(22)
3
(3)
6
3
1,921
91
2,012
216
1,796
2,012
79
Retail
Residential mortgages
Personal
Credit cards
Small business
Balance at
beginning of
period
Provision for
credit losses
Wholesale
Business
Bank (1)
Total allowance for loan losses
151
583
385
61
Individually assessed
Collectively assessed
(20)
(438)
(349)
(33)
1
78
83
7
(20)
(17)
(1)
39
(14)
1
(1)
670
(840)
169
(38)
25
777
2
149
(152)
26
(28)
(14)
779
149
(152)
26
(28)
(14)
1,959
819
(992)
195
(66)
11
91
$
Recoveries
Exchange
rate changes/
Other
1,180
31
341
265
33
Write-offs
Unwind of
discount
2,050
240
1,810
819
97
722
2,050
819
Balance at
beginning of
period
Provision for
credit losses
(992)
(149)
(843)
$
195
(66)
13
182
(992)
195
(66)
11
758
2
760
1,926
91
$
6
5
$
11
182
533
385
66
1,166
(18)
(48)
$
Balance at
end of period
2,017
189
1,828
2,017
Retail
Residential mortgages
Personal
Credit cards
Small business
Wholesale
Business
Bank (1)
Total allowance for loan losses
124
543
403
72
Individually assessed
Collectively assessed
Total allowance for credit losses
(1)
(2)
2
71
83
7
(19)
(12)
(1)
23
3
(18)
(1)
(761)
163
(32)
852
2
286
(362)
43
(33)
(3)
854
286
(362)
43
(33)
(3)
1,996
903
(1,123)
206
(65)
2,087
298
1,789
$
(13)
(366)
(354)
(28)
617
91
$
Recoveries
Exchange
rate changes/
other
1,142
26
297
271
23
Write-offs
Unwind of
discount
2,087
903
$ (1,123)
213
690
(296)
(827)
903
$ (1,123)
206
(65)
26
180
$
206
(65)
783
2
785
1,921
91
$
(3)
7
$
143
536
385
72
1,136
(22)
(43)
$
Balance at
end of period
2,012
216
1,796
2,012
1 to 29 days
30 to 89 days
90 days
and greater
Total
1 to 29 days
30 to 89 days
90 days
and greater
Retail
Wholesale
$ 3,201
555
1,292
251
299
$ 4,792
806
$ 2,769
504
1,282
336
321
$ 4,372
840
$ 3,756
1,543
299
$ 5,598
$ 3,273
1,618
321
$ 5,212
Total
As at
October 31, 2013
1 to 29 days
30 to 89 days
90 days
and greater
Total
1 to 29 days
30 to 89 days
90 days
and greater
Retail
Wholesale
$ 2,953
624
1,358
303
329
17
$ 4,640
944
$ 3,024
423
1,211
277
299
17
$ 4,534
717
Total
$ 3,577
1,661
346
$ 5,584
$ 3,447
1,488
316
$ 5,251
Total
80
Retail
Wholesale
Business
Bank (2)
July 31
April 30
October 31
July 31
2014
2014
2013
2013
633
2
$
(1)
(2)
635
71
569
3
$
815
3
572
810
3
889
813
Average balance of gross individually assessed impaired loans for the three months ended July 31, 2014 was $603 million (April 30, 2014 $647 million; October 31, 2013 $851 million; July 31,
2013 $841 million). For the nine months ended July 31, 2014, average balance of gross individually assessed impaired loans was $704 million (July 31, 2013 $887 million).
Bank refers primarily to regulated deposit-taking institutions and securities firms.
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
As at
July 31, 2014
Assets
Derivative instruments
Liabilities
Derivative instruments
Non-derivative instruments
Cash flow
hedges
Fair value
hedges
478
$ 1,419
459
284
Net
investment
hedges
Not designated
in a hedging
relationship
41
62
20,353
70,885
Cash flow
hedges
Fair value
hedges
512
$ 1,428
444
321
74,291
Net
investment
hedges
Not designated
in a hedging
relationship
86
40
19,938
70,607
72,401
As at
October 31, 2013
Assets
Derivative instruments
Liabilities
Derivative instruments
Non-derivative instruments
Cash flow
hedges
Fair value
hedges
555
$ 1,461
460
376
Net
investment
hedges
Not designated
in a hedging
relationship
32
95
17,499
72,774
Cash flow
hedges
Fair value
hedges
713
$ 1,250
432
474
75,814
Net
investment
hedges
Not designated
in a hedging
relationship
131
27
17,238
75,752
79,445
Results of hedge activities recorded in Net income and Other comprehensive income
For the three months ended
July 31, 2014
Net gains
(losses)
included in
Non-interest
income
56
Net gains
(losses)
included in
Net interest
income
After-tax
unrealized
gains
(losses)
included
in OCI
Net gains
(losses)
included in
Non-interest
income
n.a.
n.a.
(87)
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
n.a.
n.a.
(617)
n.a.
n.a.
(88)
(32)
n.a.
n.a.
n.a.
n.a.
60
(27)
n.a.
n.a.
n.a.
n.a.
580
(37)
n.a.
n.a.
n.a.
n.a.
(10)
n.a.
n.a.
n.a.
n.a.
2
2
n.a.
n.a.
n.a.
n.a.
40
17
n.a.
n.a.
n.a.
n.a.
178
n.a.
n.a.
n.a.
n.a.
n.a.
11
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
(203)
166
1
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
(458)
232
1
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
553
(358)
$ (186)
(42)
(35)
(24)
(19)
11
373
81
57
(147)
(90)
$
(1)
n.a.
Net gains
(losses)
included in
Net interest
income
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Net gains
(losses)
included in
Non-interest
income
After-tax
unrealized
gains
(losses)
included
in OCI
Net gains
(losses)
included in
Net interest
income
(720)
655
(65)
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
(9)
n.a.
n.a.
n.a.
n.a.
11
n.a.
(76)
n.a.
1
n.a.
n.a.
n.a.
n.a.
39
n.a.
129
n.a.
1
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
1,819
(1,115)
1
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
670
(416)
(98)
11
628
(63)
39
383
After-tax gains of $9 million were reclassified from Other components of equity to income during the three months ended July 31, 2014 (April 30, 2014 gains of $2 million; July 31, 2013 gains of
$8 million), and gains of $8 million were reclassified during the nine months ended July 31, 2014 (July 31, 2013 gains of $28 million).
not applicable
Derivative assets
Derivative liabilities
Less than
1 year
1 to 5
years
Over 5
years
$ 13,832
15,793
$ 25,052
26,695
$ 33,939
32,608
Total
Less than
1 year
1 to 5
years
Over 5
years
Total
$ 72,823
75,096
$ 14,069
15,038
$ 25,606
27,044
$ 32,958
31,124
$ 72,633
73,206
1 to 5
years
Over 5
years
Total
$ 27,840
31,004
$ 34,029
32,971
$ 77,846
80,378
As at
October 31, 2013
(Millions of Canadian dollars)
Derivative assets
Derivative liabilities
Note 7
Less than
1 year
1 to 5
years
Over 5
years
Total
Less than
1 year
$ 13,695
15,672
$ 27,340
29,104
$ 33,787
31,969
$ 74,822
76,745
$ 15,977
16,403
Significant dispositions
82
Note 8 Deposits
Personal
Business and government
Bank
Non-interest-bearing (4)
Canada
United States
Europe (5)
Other International
Interest-bearing (4)
Canada
United States
Europe (5)
Other International
Demand (1)
Notice (2)
Term (3)
Total
Demand (1)
Notice (2)
Term (3)
Total
$ 117,263
154,793
5,755
$ 17,271
2,257
10
$ 69,893
216,943
13,864
$ 204,427
373,993
19,629
$ 115,594
152,711
5,177
$ 17,279
1,821
20
69,797
210,837
13,886
$ 202,670
365,369
19,083
$ 277,811
$ 19,538
$ 300,700
$ 598,049
$ 273,482
$ 19,120
$ 294,520
$ 587,122
$ 63,594
1,788
3,915
5,009
$ 3,521
9
2
299
$ 67,115
1,797
3,917
5,308
168,275
3,355
29,017
2,858
10,649
1,331
183
3,544
240,391
42,606
10,137
7,566
419,315
47,292
39,337
13,968
165,823
3,614
28,154
2,977
10,773
898
51
3,530
236,257
39,562
10,223
8,478
412,853
44,074
38,428
14,985
$ 277,811
$ 19,538
$ 300,700
$ 598,049
$ 273,482
$ 19,120
$ 294,520
$ 587,122
61,930
1,227
4,597
5,160
3,553
10
3
302
65,483
1,237
4,600
5,462
As at
October 31, 2013
(Millions of Canadian dollars)
Personal
Business and government
Bank
Non-interest-bearing (4)
Canada
United States
Europe (5)
Other International
Interest-bearing (4)
Canada
United States
Europe (5)
Other International
(1)
(2)
(3)
(4)
(5)
Demand (1)
Notice (2)
Term (3)
Total
Demand (1)
Notice (2)
$ 111,566
146,985
5,734
$ 15,732
1,209
11
$ 67,645
202,670
7,798
$ 194,943
350,864
13,543
$ 109,604
141,378
6,013
$ 15,315
1,676
9
$ 264,285
$ 16,952
$ 278,113
$ 559,350
$ 256,995
$ 60,201
1,444
3,810
4,684
$ 3,282
7
1
315
$ 63,483
1,451
3,811
4,999
158,743
3,488
28,985
2,930
9,604
202
45
3,496
223,409
39,134
7,992
7,578
391,756
42,824
37,022
14,004
154,379
3,128
27,940
3,008
9,436
573
42
3,255
220,606
38,827
7,139
6,511
384,421
42,528
35,121
12,774
$ 264,285
$ 16,952
$ 278,113
$ 559,350
$ 256,995
$ 17,000
$ 273,083
$ 547,078
58,538
1,448
4,264
4,290
Term (3)
Total
66,464
197,786
8,833
$ 191,383
340,840
14,855
$ 17,000
$ 273,083
$ 547,078
3,105
9
1
579
61,643
1,457
4,265
4,869
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. As at July 31, 2014, the balance of term
deposits also include senior deposit notes we have issued to provide long-term funding of $147 billion (April 30, 2014 $143 billion; October 31, 2013 $134 billion; July 31, 2013 $125
billion).
The geographical splits of the deposits are based on the point of origin of the deposits and where the revenue is recognized.
Europe includes the United Kingdom, Switzerland and the Channel Islands.
The following table presents the contractual maturities of our term deposit liabilities.
As at
Within 1 year:
less than 3 months
3 to 6 months
6 to 12 months
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Over 5 years
Aggregate amount of term deposits in denominations of $100,000 or more
July 31
April 30
October 31
July 31
2014
2014
2013
2013
52,811
21,779
42,084
68,831
31,746
28,842
26,090
28,517
47,009
22,156
44,350
64,588
36,304
24,637
27,011
28,465
43,426
34,291
31,364
62,076
34,274
21,764
25,596
25,322
58,684
17,471
45,297
59,782
30,308
16,924
23,739
20,878
$ 300,700
$ 294,520
$ 278,113
$ 273,083
$ 295,000
$ 259,000
$ 244,000
$ 240,000
83
We offer a number of defined benefits and defined contribution plans which provide pension and post-employment benefits to
eligible employees. The following tables present the composition of our pension and other post-employment benefit expense and the
composition of our remeasurements recorded in OCI.
Pension and other post-employment benefit expense
For the three months ended
Pension plans
(Millions of Canadian dollars)
July 31
April 30
July 31
July 31
April 30
July 31
2014
2014
2013
2014
2014
2013
79
5
4
79
91
33
124
74
85
29
114
20
3
85
29
30
114
30
20
18
(5)
28
20
28
20
July 31
July 31
July 31
July 31
2014
2013
2014
2013
236
5
11
223
23
23
60
6
21
54
261
103
254
90
89
75
364
344
89
75
July 31
April 30
July 31
July 31
April 30
July 31
2014
2014
2013
2014
2014
2013
411
(227)
133
(171)
$ (765)
140
58
19
$ (124)
184
(38)
$ (625)
58
19
$ (124)
July 31
July 31
July 31
July 31
2014
2013
2014
2013
677
(654)
$ (241)
(252)
95
(43)
23
$ (493)
95
(43)
Market based assumptions, including Changes in financial assumptions and Return on plan assets, are reviewed and updated on a quarterly basis. All other assumptions are updated during our
annual review of plan assumptions.
Subordinated debentures
On July 17, 2014, we issued $1 billion of subordinated debentures. The notes bear interest at a fixed rate of 3.04% per annum until
July 17, 2019 and at the three-month Bankers acceptance rate plus 1.08% thereafter until their maturity on July 17, 2024. The notes
include non-viability contingency capital (NVCC) provisions, necessary for the notes to qualify as Tier 2 regulatory capital under
Basel III. NVCC provisions require the conversion of the instrument into a variable number of common shares in the event that the
Office of the Superintendent of Financial Institutions (OSFI) deems the Bank non-viable or a federal or provincial government in
Canada publicly announces that the Bank has accepted or agreed to accept a capital injection.
On June 18, 2014, we redeemed all $600 million outstanding 5.95% subordinated debentures due on June 18, 2103 for 100% of
their principal amount plus accrued interest to the redemption date.
On November 4, 2013, we redeemed all $1 billion outstanding 5.45% subordinated debentures due on November 4, 2018 for
100% of their principal amount plus accrued interest to the redemption date.
84
Number of
shares
(thousands)
Amount
352
(165)
$ 19
(2)
535
(1,381)
187
$ 17
(846)
Amount
Amount
$ 30
(14)
492
(4,686)
$ 25
(46)
$ 16
(4,194)
$ (21)
Number of
shares
(thousands)
2,026
(1,546)
480
(1)
(2)
(3)
Amount
Amount
$ 114
(16)
1,650
(6,775)
$ 77
(67)
$ 98
(5,125)
$ 10
The requirements of our dividend reinvestment plan (DRIP) are satisfied through either open market share purchases or shares issued from treasury. During the three months ended July 31,
2014, April 30, 2014, January 31, 2014, July 31, 2013, April 30, 2013 and January 31, 2013, our DRIPs requirements were satisfied through open market share purchases.
Amounts include cash received for stock options exercised during the period and the fair value adjustment to stock options.
During the three months ended July 31, 2014, we purchased for cancellation common shares at an average cost of $74.62 (July 31, 2013 $59.91) per share, with a book value of $10.03 (July 31,
2013 $9.95) per share. During the nine months ended July 31, 2014, we purchased for cancellation common shares at an average cost of $72.64 (July 31, 2013 $60.34) per share, with a book
value of $10.03 (July 31, 2013 $9.94) per share.
85
(2)
July 31
April 30
July 31
July 31
July 31
2014
2014
2013
2014
2013
2,378
(55)
(26)
2,297
1,442,312
$
1.59
2,201
(52)
(26)
2,123
1,443,115
$
1.47
2,285
(63)
(25)
2,197
1,443,350
$
1.52
6,671
(169)
(77)
6,425
1,442,615
$
4.45
2,297
3
2,300
1,442,312
2,966
4,177
1,449,455
$
1.59
2,123
4
2,127
1,443,115
2,757
4,399
1,450,271
$
1.47
2,197
14
2,211
1,443,350
2,187
1
20,453
1,465,991
$
1.51
6,425
17
6,442
1,442,615
2,871
7,382
1,452,868
$
4.43
6,241
(192)
(74)
5,975
1,444,686
$
4.14
5,975
40
6,015
1,444,686
2,191
99
20,805
1,467,781
$
4.10
The dilutive effect of stock options was calculated using the treasury stock method. When the exercise price of options outstanding is greater than the average market price of our common shares,
the options are excluded from the calculation of diluted earnings per share. For the three months ended July 31, 2014, April 30, 2014 and July 31, 2013, no outstanding options were excluded from
the calculation of diluted earnings per share. For the nine months ended July 31, 2014 and July 31, 2013, no outstanding options were excluded from the calculation of diluted earnings per share.
Includes exchangeable preferred shares and trust capital securities.
Note 12 Litigation
We are a large scale global institution that is subject to many different complex legal and regulatory requirements that continue to
evolve. As a result, Royal Bank of Canada and its subsidiaries are and have been subject to a variety of legal proceedings, including
civil claims and lawsuits, regulatory examinations, investigations, audits and requests for information by various governmental
regulatory agencies and law enforcement authorities in various jurisdictions. Some of these matters may involve novel legal theories
and interpretations. Management reviews the status of all proceedings on an ongoing basis and will exercise its judgment in resolving
them in such manner as management believes to be in the Banks best interest.
During the nine months ended July 31, 2014, there has been the following update to our legal proceedings:
A decision by the Delaware Court of Chancery dated March 7, 2014, in a class action against Royal Bank of Canada, held Royal
Bank of Canada liable for damages to former shareholders of Rural/Metro Corporation in connection with the buyout of Rural/Metro
Corporation. The Court has not yet made a decision on damages and any appeal that may be available to Royal Bank of Canada
cannot be pursued until such decision has been made. At this time, it is not possible to predict the outcome of this proceeding, nor
the timing of its resolution. While management believes the ultimate resolution of this proceeding will not have a material financial
impact on the Bank, the potential liability from this proceeding could be material to our results of operations in any particular period.
Please refer Note 26 to our 2013 Annual Consolidated Financial Statements for a description of our additional significant actions.
86
2,475
979
Wealth
Management
117
1,468
Investor &
Treasury
Services
Insurance
1,383
182
298
Capital
Markets (3)
999
1,186
Corporate
Support (3)
(126)
16
Total
3,647
5,330
Total revenue
Provision for credit losses
Insurance policyholder benefits, claims and
acquisition expense
Non-interest expense
3,454
284
1,585
1,383
480
2,185
1
(110)
(2)
8,977
283
1,624
1,191
1,009
143
330
1,269
32
1,009
4,589
1,546
408
394
109
231
17
150
40
915
274
(140)
(130)
3,096
718
Net income
Non-interest expense includes:
Depreciation and amortization
Impairment of other intangibles
Restructuring provisions
1,138
285
214
110
641
(10)
2,378
85
36
14
7
2
150
296
2
Total assets
$ 372,978
$ 26,522
$ 12,503
$ 97,662
$ 387,205
$ 17,000
$ 913,870
Total liabilities
$ 372,002
$ 26,459
$ 12,562
$ 97,646
$ 387,003
$ (35,299)
$ 860,373
2,378
928
Wealth
Management
118
1,436
Investor &
Treasury
Services
Insurance
1,125
184
292
Capital
Markets (3)
848
1,024
Corporate
Support (3)
(79)
16
Total
3,449
4,821
Total revenue
Provision for credit losses
Insurance policyholder benefits, claims and
acquisition expense
Non-interest expense
3,306
231
1,554
1,125
476
1,872
13
(63)
8,270
244
1,572
1,173
830
140
325
1,111
830
4,326
1,503
388
381
103
155
1
151
39
748
241
Net income
Non-interest expense includes:
Depreciation and amortization
Impairment of other intangibles
Restructuring provisions
(68)
(103)
2,870
669
1,115
278
154
112
507
35
2,201
89
37
14
135
286
Total assets
$ 367,318
$ 25,892
$ 12,116
$ 91,595
$ 382,554
$ 16,421
$ 895,896
Total liabilities
$ 366,376
$ 25,851
$ 12,173
$ 91,588
$ 382,442
$ (34,510)
$ 843,920
2,445
927
Wealth
Management
104
1,283
Investor &
Treasury
Services (4)
Insurance
561
169
287
Capital
Markets (3)
727
701
Total revenue
Provision for credit losses
Insurance policyholder benefits, claims and
acquisition expense
Non-interest expense
3,372
226
1,387
10
561
456
1,428
28
1,586
1,064
263
137
316
884
1,560
393
313
80
161
1
140
36
516
130
Net income
Non-interest expense includes:
Depreciation and amortization
Impairment of other intangibles
Restructuring provisions
Corporate
Support (3)
(53)
17
Total
3,392
3,776
(36)
3
7,168
267
263
3,991
(43)
(278)
2,647
362
1,167
233
160
104
386
235
2,285
72
34
13
44
127
255
44
Total assets
$ 361,327
$ 22,178
$ 12,074
$ 85,020
$ 355,102
$ 14,372
$ 850,073
Total liabilities
$ 360,441
$ 22,141
$ 12,134
$ 85,142
$ 354,983
$ (32,953)
$ 801,888
87
Total revenue
Provision for credit losses
Insurance policyholder benefits, claims and acquisition
expense
Non-interest expense
Net income (loss) before income taxes
Income taxes (recoveries)
Net income
Non-interest expense includes:
Depreciation and amortization
Impairment of other intangibles
Restructuring provisions
7,296
2,875
Wealth
Management
346
4,328
Investor &
Treasury
Services
Insurance
3,790
549
859
Capital
Markets (3)
2,608
3,259
Corporate
Support (3)
Total
(243)
34
$ 10,556
15,145
10,171
789
4,674
19
3,790
1,408
5,867
12
(209)
(1)
25,701
819
4,869
3,555
2,821
430
965
3,445
32
2,821
13,296
4,513
1,189
1,100
302
539
14
443
115
2,410
757
(240)
(283)
8,765
2,094
3,324
798
525
328
1,653
43
6,671
250
111
12
44
21
2
419
857
2
3
Total assets
$ 372,978
$ 26,522
$ 12,503
$ 97,662
$ 387,205
$ 17,000
$ 913,870
Total liabilities
$ 372,002
$ 26,459
$ 12,562
$ 97,646
$ 387,003
$ (35,299)
$ 860,373
7,029
2,682
Wealth
Management
293
3,779
Insurance
2,828
Investor &
Treasury
Services (4)
506
852
Capital
Markets (3)
2,178
2,719
Corporate
Support (3)
(108)
(15)
Total
9,898
12,845
Total revenue
Provision for credit losses
Insurance policyholder benefits, claims and acquisition
expense
Non-interest expense
9,711
720
4,072
9
2,828
1,358
4,897
177
(123)
(3)
22,743
903
4,566
3,130
1,906
408
1,024
2,896
19
1,906
12,043
4,425
1,115
933
249
514
26
334
86
1,824
593
(139)
(419)
7,891
1,650
Net income
Non-interest expense includes:
Depreciation and amortization
Impairment of other intangibles
Restructuring provisions
3,310
684
488
248
1,231
280
6,241
207
101
41
44
18
369
745
44
Total assets
$ 361,327
$ 22,178
$ 12,074
$ 85,020
$ 355,102
$ 14,372
$ 850,073
Total liabilities
$ 360,441
$ 22,141
$ 12,134
$ 85,142
$ 354,983
$ (32,953)
$ 801,888
(1)
(2)
(3)
(4)
88
Capital (1)
Common Equity Tier 1 capital
Tier 1 capital
Total capital
Risk-weighted assets used in calculation of capital ratios (1), (2)
Common Equity Tier 1 capital ratio
Tier 1 capital ratio
Total capital ratio
Total capital risk-weighted assets (1)
Credit risk
Market risk
Operational risk
Capital ratios and multiples (1)
Common Equity Tier 1 capital ratio
Tier 1 capital ratio
Total capital ratio
Assets-to-capital multiple
(1)
(2)
July 31
April 30
October 31
July 31
2014
2014
2013
2013
34,967
41,408
48,188
33,756
39,725
46,237
30,541
37,196
44,716
29,048
35,702
43,180
368,320
369,772
371,949
349,094
349,094
349,094
318,981
318,981
318,981
314,804
314,804
314,804
$ 281,684
44,042
46,223
$ 258,275
46,104
44,715
$ 232,641
42,184
44,156
$ 233,527
37,933
43,344
$ 371,949
$ 349,094
$ 318,981
$ 314,804
9.5%
11.2%
13.0%
17.3X
9.7%
11.4%
13.2%
17.5X
9.6%
11.7%
14.0%
16.6X
9.2%
11.3%
13.7%
16.8X
Capital, risk-weighted assets and capital ratios and multiples are calculated using OSFI Capital Adequacy Requirements based on the Basel III framework.
Effective this quarter, the credit valuation adjustment to our risk-weighted asset calculation implemented in the first quarter, must reflect different percentages for each tier of capital. This change
reflects a phase-in of credit valuation adjustments ending in the fourth quarter of 2018. During this phase-in period, risk-weighted assets for CET1, Tier 1 capital and Total capital ratios will be
subject to different annual credit valuation adjustment percentages.
On July 18, 2014, we announced our intention to redeem all issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred
Shares Series AT and AV on August 24, 2014 for cash at a redemption price of $25 per share to be paid on August 25, 2014.
89
Shareholder Information
Corporate headquarters
Street address:
Royal Bank of Canada
200 Bay Street
Toronto, Ontario M5J 2J5
Canada
Tel: 1-888-212-5533
Fax: 416-955-7800
Mailing address:
P.O. Box 1
Royal Bank Plaza
Toronto, Ontario M5J 2J5
Canada
website: rbc.com
Transfer Agent and Registrar
Main Agent:
Computershare Trust Company of
Canada
1500 University Street
Suite 700
Montreal, Quebec H3A 3S8
Canada
Tel: 1-866-586-7635 (Canada
and the U.S.)
or 514-982-7555 (International)
Fax: 514-982-7580
website: computershare.com\rbc
Co-Transfer Agent (U.S.):
Computershare Trust Company,
N.A.
250 Royall Street
Canton, Massachusetts 02021
U.S.A.
Co-Transfer Agent (U.K.):
Computershare Investor Services
PLC
Securities Services Registrars
P.O. Box 82, The Pavilions,
Bridgwater Road,
Bristol BS99 7NH
U.K.
(1)
(2)
Ex-dividend Record
dates
dates
Payment
dates
January 23
April 22
July 22
October 23
February 24
May 23
August 22
November 24
April 22
April 24
May 23
July 22
July 24
August 22
October 23 October 27 November 24
January 23
January 27
April 24
July 24
October 27
January 27 February 24
On July 18, 2014, we announced our intention to redeem all issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Series AT and AV on August 24, 2014.
We redeemed all issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Series AN, AP and AR on February 24, 2014.
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 to websites are inactive textual references
and are for your information only.
Trademarks used in this report include the LION & GLOBE Symbol, ROYAL BANK OF CANADA, RBC, RBC INSURANCE and RBC INVESTOR SERVICES which are trademarks of Royal Bank of Canada used by
Royal Bank of Canada and/or by 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.
CONFIDENTIAL
Exhibit B
Basel Committee Assessment of Basel III Regulations- Canada
Basel Committee
on Banking Supervision
Regulatory Consistency
Assessment Programme
(RCAP)
Assessment of Basel III
regulations Canada
June 2014
Bank for International Settlements 2014. All rights reserved. Brief excerpts may be reproduced or
translated provided the source is stated.
Contents
Preface ................................................................................................................................................................................................ 2
Executive summary ........................................................................................................................................................................... 4
Response from OSFI ......................................................................................................................................................................... 6
1.
2.1.2
2.1.3
2.1.4
2.1.5
Glossary
AIRB
AMA
AT1
BA
Bank Act
BCBS
BCP
BIS
Compliant (grade)
CAD
Canadian dollar
CAR
CAR Guideline
CEM
CET1
CP
CVA
D-SIB
DTA
FAQ
FSAP
FIRB
FSSA
GDP
G-SIB
ICAAP
IMA
IMM
IRB
IRC
LC
LGD
Loss-given-default
MNC
N/A
Not applicable
NC
Non-compliant (grade)
NVCC
OSFI
PLA
PON
Point of non-viability
RCAP
RWA
Risk-weighted asset
SCVA
Standardised CVA
SIG
Preface
The Basel Committee on Banking Supervision (Basel Committee) sets a high priority on the
implementation of regulatory standards underpinning the Basel III framework. The benefits of the agreed
global reforms can only accrue if these standards are incorporated into member jurisdictions regulatory
frameworks and applied appropriately. In 2011, the Basel Committee established the Regulatory
Consistency Assessment Programme (RCAP) to monitor, assess and evaluate its members
implementation of the Basel framework. The assessments under the RCAP aim to ensure that each
member jurisdiction adopts the Basel III framework in a manner consistent with the frameworks letter
and spirit. The intention is that prudential requirements based on a sound, transparent and well defined
set of regulations will help strengthen the international banking system, improve market confidence in
regulatory ratios, and ensure an international level playing field.
This report presents the findings of the RCAP Assessment Team on the domestic adoption of
the Basel risk-based capital standards in Canada and their consistency with the Basel III framework.1 The
Assessment Team was led by Mr Ong Chong Tee, Deputy Managing Director of the Monetary Authority
of Singapore, and comprised six technical experts. The assessment began in late 2013 and used
information available up to 1 May 2014. The counterpart for the assessment was the Office of the
Superintendent of Financial Institutions (OSFI), which issued its Basel III risk-based capital rules (primarily
the Capital Adequacy Requirements Guideline) in December 2012 and brought them into force on 1
January 2013.
The assessment work consisted of three phases: (i) completion of an RCAP Questionnaire (a
self-assessment) by OSFI; (ii) an off- and on-site assessment phase; and (iii) a post-assessment review
phase. The off- and on-site phase included a visit to Ottawa and Toronto, during which the Assessment
Team held discussions with OSFI, the six domestic systemically important Canadian banks (the D-SIBs),
one audit firm and three credit rating agencies. These discussions provided the Assessment Team with
an overview and a deeper understanding of the implementation of the Basel risk-based capital standards
in Canada. The third phase consisted of a two-stage technical review of the assessment findings by a
separate RCAP Review Team followed by the RCAP Peer Review Board. This two-step review process is a
key instrument of the RCAP for substantive quality control to facilitate the consistency of RCAP
assessments. The work of the Assessment Team and its interactions with OSFI were coordinated by the
Basel Committee Secretariat.
The scope of the assessment was limited to the consistency and completeness of the domestic
regulations in Canada with the Basel framework. Where domestic regulations and provisions were
identified to be inconsistent with the Basel framework, those deviations were evaluated for their current
and potential impact on the capital ratios for the sample of internationally active banks in Canada. Issues
relating to the functioning of the regulatory framework and the integrity of prudential outcomes were
not part of the assessment exercise. The Assessment Team did not evaluate the capital levels of
individual banks, the adequacy of loan classification practices, the way banks currently calculate riskweighted assets (RWAs), nor OSFIs supervisory effectiveness.
The Assessment Team sincerely thanks the Superintendent, Ms Julie Dickson, Deputy
Superintendent Mr Mark Zelmer, OSFI Managing Director Mr Richard Gresser, OSFI Director Mr Brad
Canadas compliance with other Basel III standards, namely the leverage ratio, the liquidity ratios and the framework for
systemically important banks will be assessed at a later date once those standards become effective as per the internationally
agreed phase-in arrangements.
Shinn and the staff of OSFI for the professional and efficient cooperation extended to the team
throughout the assessment.
Executive summary
OSFI implemented the Basel III risk-based capital regulations in line with the internationally agreed
timeline, bringing them into force on 1 January 2013. The Canadian Capital Adequacy Requirements
Guideline (CAR Guideline) applies to all 105 locally incorporated banks, trust and loan companies,
including those that are not internationally active.2
The Assessment Team finds the Canadian prudential regulation to be overall compliant with
the standards prescribed under the Basel framework. Thirteen of the 14 components assessed are
graded as compliant, while one component, namely the definition of capital, is assessed as being largely
compliant with the Basel standards. The final assessment recognises the effort made by OSFI to
strengthen and align its capital rules to the Basel III framework in the course of the assessment. These
amendments (Annex 6) were made public and implemented with effect from 25 April 2014.
The Assessment Team also notes the more rigorous implementation of the Basel framework in
several aspects, with the major element being the bringing forward of the 2019 Basel capital ratio
requirements to 2013 in the target capital ratios applied to all banks. In addition, OSFI continues to apply
the 90% transitional floor to Canadian banks using the Basel advanced approaches. However, these
aspects of the Canadian capital rules that are stricter than the Basel minimum requirements are not
taken into account for the assessment of compliance under the RCAP methodology.
OSFIs requirements relating to the definition of capital are assessed to be largely compliant
with the Basel framework. The Assessment Team found one deviation regarding the treatment of
preferred shares to be potentially material. In particular, OSFI does not require preferred shares that are
accounted for as liabilities and included in Additional Tier 1 capital to include the automatic conversion
trigger required under the Basel framework at the capital ratio of 5.125% of RWAs, although those
instruments do include point of non-viability (PON) conversion triggers that are under OSFIs control.
That is because OSFI considers those preferred shares to be equity instruments in terms of economic
substance; regardless of their accounting classification (instruments accounted for as equity are not
required to include any capital ratio triggers under the Basel framework). A less significant deviation
relates to the treatment of defined benefit pension fund assets where OSFI excludes certain assets
relating to foreign subsidiaries from the deduction requirement under the Basel framework. The
assessment also identified two interpretative issues that would benefit from further guidance from the
Basel Committee so as to ensure that the Basel III standards are implemented in a consistent way across
jurisdictions.
The other components of the Basel framework are assessed as compliant, with only a limited
number of non-material differences. For counterparty credit risk, OSFI exempts from market risk capital
requirements market risk hedges that are used to mitigate credit valuation adjustment (CVA) risk and
that are managed as such. For the Standardised Approach to market risk, OSFI applies the requirements
only to internationally active banks and the D-SIBs designated by OSFI with a supervisory option to
apply market risk to other locally incorporated banks.3 The Canadian Pillar 2 (supervisory review process)
framework is closely aligned to the Basel standards and consistent with OSFIs principle-based approach
This is with the exception of market risk capital requirements, which apply only to internationally active banks (ie including all
institutions designated by OSFI as D-SIBs), and Pillar 3 composition of capital disclosure requirements, which apply fully only
to the D-SIBs.
About 70% of the market risk capital charges for the D-SIBs are computed based on internal models, and 30% based on the
Standardised Approach.
to regulation. For Pillar 3 (market discipline), OSFI applies the full set of disclosure requirements to the
D-SIBs. Non-D-SIBs in Canada are subject to a modified composition of capital disclosure template
based on the proportionality principle, which is in line with practices in several other Basel Committee
member jurisdictions.
1.
1.1
Context
Status of implementation
OSFI is the prudential regulator of the banking and insurance sector in Canada. In December 2012, OSFI
published a revised, comprehensive version of its Capital Adequacy Requirements Guideline (CAR
Guideline) which became effective as of 1 January 2013 (in line with the internationally agreed timeline,
and subsequently amended on 25 April 2014) and thereby instituted Basel III capital rules in Canada. The
Basel II/2.5 standards became effective as of 1 November 2007 and 1 January 2012, respectively, and
were implemented based on previous versions of the CAR Guideline (Annex 2). The CAR Guideline,
issued by OSFI based on consultation with the industry, applies to all federally incorporated banking
institutions active in the country (as of October 2013, see Annex 8) with adaptations for noninternationally active banks.4
Implementation context
Structure of the banking system
In October 2013, there were 105 deposit-taking institutions in Canada with total assets amounting to
approximately CAD 4.5 trillion (see Annex 8), which corresponds to approximately 250% of the gross
domestic product (GDP) of Canada and is about half of the total assets of the financial system.5 The 105
deposit-taking institutions comprise 25 domestic banks, 23 foreign bank subsidiaries, one cooperative
retail association, and 56 trust and loan companies.6
The financial system is dominated by six banks classified as D-SIBs,7 none of which is currently
systemically important at a global level (ie G-SIB). Those six banks hold around 93% of Canadas total
banking assets. These banks are the only ones that are deemed internationally active by OSFI in a
narrower sense, ie those running foreign operations (through branches and subsidiaries) which currently
contribute about one quarter of the banks income. The non-D-SIBs do not currently operate subsidiaries
or branches outside the country, and their share of foreign assets and liabilities in terms of their total
balance sheet is relatively minor.
Basel standards
The following table provides an overview of the status of adoption of the Basel advanced approaches by
the Canadian banks.
This is with the exception of market risk capital requirements, which apply only to internationally active banks (ie including all
institutions designated by OSFI as D-SIBs), and Pillar 3 composition of capital disclosure requirements, which apply fully only
to the D-SIBs.
For a recent evaluation of financial stability issues in Canada and macro financial risks confronting banks, see Annex 1 of the
IMFs Financial System Stability Assessment (FSSA) report on Canada, which is accessible at
www.imf.org/external/pubs/cat/longres.aspx?sk=41299.0
When taking ownership into account, there are 70 deposit taking institutions comprising 22 domestic banks, 23 foreign bank
subsidiaries, one cooperative retail association and 24 trust and loan companies.
D-SIBs: 0
D-SIBs: N/A
Other banks: 62
D-SIBs: 2
D-SIBs: 0
Other banks: 64
Other banks: 0
Other banks: 0
D-SIBs: 0
D-SIBs: NA
D-SIBs: 6
Other banks: 0
Other banks: 1
D-SIBs: 5
D-SIBs: 5
D-SIBs: 1
Other banks: 64
Other banks: 0
Other banks: 0
Other banks: 0
Operational risk
Table 1
Source: OSFI.
All other banks are currently exempt from market risk charges, but the changes to the OSFI rules (ie application to
internationally active banks and D-SIBs) could alter the figures in the table at a later stage.
10
11
See www.imf.org/external/pubs/cat/longres.aspx?sk=41407.0
found that Canada has a high level of compliance with the BCP, including in the setting of prudent and
appropriate capital adequacy requirements for banks.12
(ii)
Different forms of regulatory instruments which clarify the legislative, regulatory and
supervisory frameworks, and articulate OSFIs regulatory and supervisory expectations:
o
Guidelines: establish minimum prudential practices not ruled under the BA;
Advisories: clarify specific policy issues or describe how OSFI administers or interprets
provisions of the BA, regulations or guidelines;
Public letters: provide detailed guidance that would not be found in a formal guideline
or advisory; and
12
Canada was assessed as compliant on CP 16 (capital adequacy), CP 17 (credit risk), CP 22 (market risk), CP 23 (interest rate in
the banking book), CP 25 (operational risk), and on CP 28 (disclosure and transparency; related to Pillar 3).
13
The BA and its supporting regulations provide a comprehensive framework for the setting and enforcing of minimum
prudential standards for banks. For example, the BA sets, and empowers the Superintendent to set, minimum prudential
standards upon incorporation and on an ongoing basis with respect to, among other things, ownership, governance, capital,
liquidity, self-dealing, investments, specialised financing, and borrowing.
14
Such tools include special examinations, prudential agreements, directions of compliance, application to a court for an order
of compliance and ultimately taking control of the bank.
The Assessment Team examined the binding nature of various regulatory documents issued by
OSFI using the seven criteria being applied in RCAP assessments.15 Based on OSFIs evaluation (see
Annex 7), the BA is the main instrument via which OSFI prescribes legally enforceable standards. Given
OSFIs empowerment at setting and enforcing minimum prudential standards for banks, and validated
by the feedback from the Canadian banking industry, the Assessment Team has taken into account the
full scope of OSFIs regulatory documents listed in Table 5 of Annex 4. These are all in the public domain,
viewed as binding and enforced by OSFI.
Areas where OSFI rules are stricter than the Basel requirement
The Canadian Basel III minimum capital requirements and buffer requirements are being phased in
according to the Basel timelines. In addition, OSFI expects all banking institutions to attain so-called allin target capital ratios equal to or greater than the 2019 capital ratios early in the transition period. The
D-SIBs are required to meet all-in capital targets of 7% for the CET1 ratio by the first quarter of 2013,
and 8.5% for the Tier 1 ratio and 10.5% for the Total Capital ratio by the first quarter of 2014.
Commencing on 1 January 2016, the all-in capital target for CET1 ratio for D-SIBs will be 8%, including
a D-SIB buffer of 1 percentage point. The Assessment Team also notes that OSFI continues to apply the
90% transitional floor to Canadian banks using the Basel advanced approaches for credit risk and
operational risk. A number of other specific aspects of the Canadian capital rules that are stricter than
the Basel minimum requirements are listed in Annex 10.
1.2
Scope
The Assessment Team has considered all documents that implement the Basel framework in Canada as
of 1 May 2014, the cut-off date for the assessment.
The assessment focused on two dimensions:
x
A comparison of domestic regulations with the capital requirements under the Basel framework
to ascertain if all the required provisions have been adopted (completeness of the regulation);
and
Any differences in substance between the domestic regulations and the Basel framework and
their significance (consistency of the regulation).
The assessment did not evaluate the adequacy of capital or resilience of the banking system in
Canada, or OSFIs overall supervisory effectiveness.
Any identified deviations were assessed for their materiality (current and potential) by using
both quantitative and qualitative information. For potential materiality, in addition to the available data
the assessment used expert judgement on whether the domestic regulations met the Basel framework in
substance and spirit.
15
10
The commonly applied RCAP criteria to determine the binding nature of regulatory instruments and documents are: that (i)
they are part of a well-defined, clear and transparent hierarchy and regulatory framework; (ii) they are public and freely
available; (iii) they are viewed as binding by banks as well as by the supervisors; (iv) they would generally be legally upheld if
challenged; (v) they are supported by precedence of enforceability; (vi) they are properly communicated and consequences of
failure to comply are properly understood and carry a similar practical effect as for the primary law or regulation; and (vii) the
instrument is expressed in clear language that complies with the Basel provision in substance and spirit.
Bank coverage
The coverage focused on the six D-SIBs, as the other Canadian banks engagement in international
banking is very limited. Together, the six largest banks dominate the retail and commercial banking
markets, accounting for about 93% of banking assets. For the assessment of materiality of identified
deviations, OSFI provided data from banks on a best efforts basis.16
The smaller banks do not currently run subsidiaries or branches outside the country, and the
share of foreign assets and liabilities (as a percentage of their respective total balance sheets) is
negligible, except for two foreign subsidiaries, for which the portions are between 5% and 10% of their
respective balance sheets. Foreign bank subsidiaries in Canada are mainly subsidiaries of the G-SIBs,
most of which are present in Canada and are small, with total assets below CAD 10 billion.
Table 2
31 October 2013
(CAD billions)
4,592
251%
4,295
239%
93%
86
5%
1.3
As per the RCAP methodology approved by the Basel Committee, the outcome of the assessment was
summarised using a four-grade scale, both at the level of each of the 15 key components of the Basel
framework and for the overall assessment of compliance: compliant, largely compliant, materially noncompliant and non-compliant.17 A regulatory framework is considered:
x
Compliant with the Basel framework if all minimum provisions of the international framework
have been satisfied and if no material differences have been identified that would give rise to
prudential concerns or provide a competitive advantage to internationally active banks;
Largely compliant with the Basel framework if only minor provisions of the international
framework have not been satisfied and if only differences that have a limited impact on
financial stability or the international level playing field have been identified;
16
Data was collected from the following banks (listed by total assets): Toronto-Dominion Bank, Royal Bank of Canada, Bank of
Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and National Bank of Canada.
17
This four-grade scale is consistent with the approach used for assessing countries compliance with the Basel Committees
Core principles for effective banking supervision. The actual definition of the four grades has been adjusted to take into
account the different nature of the two exercises. In addition, components of Basel III that are not relevant to an individual
jurisdiction may be assessed as not applicable (N/A).
11
Materially non-compliant with the Basel framework if key provisions of the framework have not
been satisfied or if differences that could materially impact financial stability or the international
level playing field have been identified; and
Non-compliant with the Basel framework if the regulation has not been adopted or if
differences that could severely impact financial stability or the international level playing field
have been identified.
The materiality of the quantifiable findings was assessed in terms of their current or, where
applicable, the potential future impact on the capital ratios of banks. The quantification was, for most
parts, limited to the agreed population of the D-SIBs. Wherever relevant and feasible, the Assessment
Team, together with OSFI, attempted to quantify the impact, both in terms of current materiality and
potential materiality. This was done based on data collected by OSFI from the Canadian banks in the
agreed sample.18 Expert judgement was applied where required.
The non-quantifiable gaps were discussed with OSFI, taking into account its regulatory
processes, and outcomes were guided by expert judgement based on principles set out in the RCAP
assessment methodology.19
It was also taken into account that, as a general principle, the burden of proof lies with the
assessed jurisdiction to show that a finding is not currently or potentially material.
Further information on the materiality assessment is given in Section 2 and Annex 9.
1.4
Main findings
Overall
The assessment concluded that the prudential regulation in Canada is compliant with the Basel
framework. Thirteen of the 14 components assessed are graded as compliant and one component is
assessed as being largely compliant. The positive assessment outcome was also the result of a
substantial number of edits and rectifications made by OSFI during the RCAP process to further
strengthen and align its capital rules with the Basel framework (Annex 6).
OSFI has implemented the Basel framework in a timely and consistent manner. In a few areas,
the Canadian rules were found to be stricter than the Basel minimum, such as in the case of OSFIs allin capital target requirements for D-SIBs, and with respect to specific provisions in the areas of:
definition of capital, counterparty credit risk and market risk.
The CAR Guideline that implements the Basel framework is applied to all locally incorporated
banks. Exceptions, however, were made for the capital requirements for market risk, which only apply to
internationally active banks, including all D-SIBs designated by OSFI, and the Pillar 3 capital disclosure
requirements, which apply fully only to the D-SIBs, based on the proportionality principle. Specific
methods within the standardised approaches to market risk, counterparty credit risk and operational risk
18
Due consideration was given to the number of banks having the relevant exposure, the size of exposures impacted, the range
of impact, and the possibility of any rise in the relative proportion of the impacted exposures in the balance sheets of banks
in the foreseeable future.
19
This same approach has been followed to assess the materiality of differences for the standardised approaches, since the
Canadian banks in the RCAP sample use the advanced approaches. Evidence based on the partial-use exposure of banks in
the RCAP sample has also been taken into account. In establishing the gradings for the standardised approaches, the team, in
line with the RCAP practices, has taken a conservative approach recognising the relative importance of these approaches for
the banks in the RCAP sample for the overall rating.
12
have not been implemented as OSFI does not deem these relevant at this stage for the Canadian
banking sector (see Annex 11 for a list). The Assessment Team does not see a potential for those
approaches not allowed by OSFIs regulatory framework to have a material effect on banks capital ratios.
A summary of the findings is given below. This should be read along with the list of detailed
findings in Sections 2.12.3. Other observations related to the Canadian system are mentioned in Section
2.4. The issues that were rectified during the assessment period are listed in Annex 6.
Table 3
Grade
Overall grade:
Scope of application
Transitional arrangements
LC
C
20
N/A
Compliance assessment scale (see Section 1.3 for more information on the definition of the grades): C (compliant), LC (largely
compliant), MNC (materially non-compliant), NC (non-compliant) and N/A (to be assessed after the Basel Committee concludes the
final Basel standards).
20
The grading relates only to the capital conservation buffer. Provisions on the countercyclical buffer will be subject to an
assessment at a later stage (Annex 12).
13
Besides the going-concern PLA requirements for AT1 instruments classified as liabilities, Basel III
requires all non-common equity instruments to be capable of being written off or converted
into common equity at the PON. This may be implemented via either a contractual approach or
a statutory approach.
OSFI has implemented the PON requirements via the contractual approach. That is, all AT1
regulatory capital instruments are required to include a NVCC clause in their terms and
conditions that gives effect to the Basel III write-off/conversion requirement at the PON. Plainvanilla preferred shares (eg preferred shares without the contractual PON triggers) have been
recognised as equity instruments in the accounting standards. With the introduction of Basel III,
preferred shares with the contractual PON triggers may be classified as liabilities for accounting
purposes. For regulatory capital purposes, they have been clearly recognised as capable of
14
absorbing loss on a going-concern basis by the Basel Committee. In Canada, this is reinforced
by their tax treatment, where preferred share dividends are viewed as dividends and thus
distributed out of after-tax income; as opposed to interest-bearing debt instruments, where the
interest expense is an eligible expense for tax purposes.
x
Furthermore, the inclusion of the going-concern PLA feature would have a disruptive effect on
the well-established market for preferred shares in Canada, which consists mainly of retail
investors.
Although the Assessment Team understands the perspective and concerns of OSFI, the Basel III
text is clear that all AT1 instruments classified as liabilities for accounting purposes are required to have
the going-concern PLA feature. This deviation is considered by the Assessment Team to be potentially
material given the potential quantity of preferred shares that could be affected by the OSFI approach
and the uncertainty over the future accounting treatment of preferred shares with the NVCC clause.
Defined benefit pension fund assets
Basel III requires that a bank must deduct the assets of its defined benefit pension funds from CET1
unless the bank has unrestricted and unfettered access to the assets. However, in relation to foreign
subsidiaries, the CAR Guideline permits the exclusion of defined benefit pension fund assets from the
deduction requirement if the deposit insurance scheme in that foreign jurisdiction (rather than the bank
itself, as required by Basel III) has unrestricted and unfettered access to the excess assets of the
subsidiarys pension plan in the event of receivership. Based on an assessment of the impact of fully
deducting these assets, the Assessment Team deemed that this deviation is not currently or potentially
material.
Interpretative issues
The assessment also identified two interpretative issues where the Basel III standards themselves may
benefit from further clarification:
x
The first is whether and, if so, to what extent collective allowances may be eligible for
inclusion in Tier 2 capital under the Standardised Approach, given that collective allowances
under IFRS represent incurred losses.
15
The countercyclical buffer regime of Basel III works by extending the size of the capital
conservation buffer when excess aggregate credit growth is judged to be associated with a build-up of
system-wide risk. The details of this regime have not yet been introduced in OSFIs capital requirements,
but will be adopted upon full guidance on the regime from the Basel Committee. The implementation of
the countercyclical buffer regime in Canada will thus be assessed in follow-up RCAP work.
For claims secured by residential property, the application of the preferential risk weight of 35%
is extended beyond the purpose of housing finance, to collateral mortgages, pass-through type
mortgage-backed securities and reverse mortgages. This issue is not assessed as a deviation as
the Basel provision on applying the preferential risk weight restrictively for residential
purposes could be interpreted to refer to the mortgage being extended for financing the
property only, or to the residential purpose of the property collateral.
For exposures to be included in the regulatory retail portfolio, the granularity criterion that
must be satisfied is included in the CAR Guideline, but no specific granularity limit is
determined, the latter being mentioned in the Basel standards as a measure that may be
applied to ensure sufficient granularity. OSFI has implemented the other three criteria for
exposure to be included in the regulatory retail portfolio, including the criterion on low values
of individual exposures. Taken together, the issue is assessed to be not material.
A 0% risk weight is applied to unrealised gains and accrued receivables on foreign exchange
and interest rate-related off-balance sheet transactions where they have been included in the
off-balance sheet calculations, a provision that is not in the Basel standards. The provision in
OSFIs CAR Guideline is meant to avoid double-counting of exposures where these are subject
to capital requirements for counterparty credit risk and is assessed to be not material.
21
16
Note that the BCP assessment (CP16, re Essential Criteria 5) found a very rigorous process for approval of new models and
modifications to existing approved models.
22
The established rules (ie the limitation to internationally active banks) could preserve the current situation for small and noninternationally active banks, which are not subject to Pillar 1 charges for market risk (see also Table 1) and are outside the
scope of this RCAP.
17
Operational risk: Basic Indicator Approach, Standardised Approach, and Advanced Measurement
Approaches
The approaches to calculate capital requirements for operational risk included in the Basel framework
are: the Basic Indicator Approach, the Standardised Approach or Alternative Standardised Approach, and
the Advanced Measurement Approaches (AMA). The Basel standards for operational risk were
implemented in Canada in November 2007 and OSFI disallows the use of the Alternative Standardised
Approach for any part of an institution incorporated in Canada.
One of the six D-SIBs currently uses the AMA (Table 1). The remaining five use the Standardised
Approach. Currently all internationally active banks are on track to implement AMA by 2015 as
envisaged by OSFI and their implementation is tracked and communicated internally on at least a
quarterly basis. Capital requirements for operational risk contribute 13% to total RWAs at an aggregate
level, and range from 11% to 14% for each bank.
OSFIs requirements for operational risk are compliant with the Basel standards, and no
deviations were noted.
18
The component-by-component details of the assessment of Canadians compliance with the risk-based
capital standards of the Basel framework are detailed in this part of the report. The focus of Sections 2.1
to 2.3 is on findings that were assessed to be deviating from the Basel minimum standards and their
materiality.23 Section 2.4 lists some observations and other findings specific to the implementation
practices in Canada.
2.1
2.1.1
Definition of capital
Section grade
Largely compliant
Summary
The Assessment Team found that the following two aspects of the CAR Guideline
are not fully compliant with the Basel standards, with a potentially material and
non-material impact, respectively:
(a)
(b)
The exclusion of certain defined benefit pension fund assets from the
deduction requirement.
Basel III paragraph 55 (Criterion 11): Automatic capital ratio conversion requirement
for Additional Tier 1 classified as liabilities
CAR Guideline Chapter 2 paragraph 11 criterion 11: principal loss absorption for
AT1 instruments
Findings
Materiality
Potentially material
This assessment reflects the fact that it is uncertain to what extent Canadian banks
will choose to issue preferred shares. Furthermore, it reflects ongoing uncertainty
on whether all accounting firms will consider preferred shares with the NVCC clause
as liabilities.
Basel paragraph no
23
Basel III paragraphs 76 and 77: Defined benefit pension fund assets
No findings were observed with respect to scope of application, transitional arrangements, credit risk securitisation
framework, market risk and operational risk.
19
Findings
Paragraphs 60 and 61 of the CAR Guideline implement the Basel III requirement
(paragraph 77) that a bank must deduct the assets of defined benefit pension funds
unless the bank has unrestricted and unfettered access to the assets. However,
paragraph 61 of the CAR Guideline also states:
In addition, where a Canadian institution has a foreign subsidiary which is insured by
a deposit insurance corporation and the regulatory authority in that jurisdiction
permits the subsidiary to offset its deduction from CET1 related to defined benefit
pension assets on the basis that the insurer has unrestricted and unfettered access to
the excess assets of the subsidiarys pension plan in the event of receivership, OSFI will
allow the offset to be reflected in the Canadian institutions consolidated regulatory
capital, subject to prior OSFI approval.
This seems to be a deviation from Basel III in respect of (i) the ability for the insurer
to have unrestricted and unfettered access, rather than the bank itself; and (ii) the
unrestricted and unfettered access to be necessary only in the case of receivership.
Materiality
Not material
Based on an assessment of the impact of fully deducting these assets, the
Assessment Team deemed that this deviation is not material.
2.1.2
Section grade
Compliant
Summary
OSFI has implemented the capital conservation buffer requirements in line with
the Basel framework.
The details of the countercyclical buffer regime have not yet been implemented in
the Canadian regulations. Therefore, the implementation of the countercyclical
buffer regime in Canada will be assessed at a later date (Annex 12).
2.1.3
Section grade
Compliant
Summary
OSFI has generally implemented the Standardised Approach for credit risk in line with
the Basel framework.
The findings are assessed to have no material impact on the disclosed capital
adequacy ratios of Canadian banks.
For exposures to be included in the regulatory retail portfolio, the granularity criterion
that must be satisfied is included in the CAR Guideline, but no specific granularity
limit is determined, the latter being mentioned in the Basel standards as a measure
that may be applied to ensure sufficient granularity. A 0% risk weight is applied to
unrealised gains and accrued receivables on foreign exchange and interest raterelated off-balance sheet transactions where they have been included in the offbalance sheet calculations, a provision that is not in the Basel standards.
Findings
Basel II paragraph 70 provides four criteria for claims to be included in the regulatory
retail portfolio. These include a granularity criterion which requires that supervisors
must be satisfied that the regulatory retail portfolio is sufficiently diversified.
Paragraph 70 states that one way of achieving the granularity criterion may be to set
a numerical limit that no aggregate exposure to one counterpart can exceed 0.2% of
the overall regulatory retail portfolio. The OSFI CAR Guideline implements the
20
Not material
Given that OSFI has implemented the criteria for exposures to be included in the
regulatory retail portfolio, including the criterion on the low value of individual
exposures, the potential impact of not having an explicit numerical limit for the
granularity criterion is immaterial. The finding on the categorisation of residential
construction loans to individuals affects the categorisation of such exposures, but has
no material effect on risk weights.
Basel paragraph no
Findings
Materiality
Not material
2.1.4
Section grade
Compliant
Summary
OSFI has generally implemented the IRB for credit risk in line with the Basel
framework.
One deviation identified with respect to the purchase receivables approach is not
material.
Findings
Materiality
Not material. None of the banks currently use the purchased receivables approach.
21
2.1.5
Section grade
Compliant
Summary
Of the available approaches for counterparty credit risk in the Basel framework,
OSFI has implemented the IMM and CEM.
OSFIs capital requirements are generally in line with the Basel framework for
counterparty credit risk and central counterparties.
OSFI exempts market risk hedges that are used to mitigate CVA risk, and that are
managed as such, from market risk capital requirements. This finding is assessed
as not material.
Letter on CVA Grandfathering and Market Risk Hedges (21 Aug 2013)
Findings
OSFI exempts from market risk capital requirements market risk hedges that are
used to mitigate CVA risk and that are managed as such, although market risk
hedges of CVA are not recognised as eligible hedges in the CVA risk capital
charge. (Basel text, Annex 4, para 103 provides only for eligible hedges that are
included in the CVA capital charge to be removed from the banks market risk
capital charge calculation.)
The Assessment Team concluded that the exemption of market risk hedges of
CVA may result in lower market risk capital requirements for Canadian banks.
However, data provided by OSFI show a very limited impact on the capital ratio
for one D-SIB and no impact on those of the other five D-SIBs. The potential
materiality is also deemed to be low. This is because the Canadian OTC derivative
market is dominated by vanilla interest rate and foreign exchange products that
have a high potential to be cleared via central counterparties. Given the direction
towards central clearing, as well as collateralisation and margining of derivative
contracts, the need to hedge CVA risks would likely be reduced. For end user
counterparty trades which may not be centrally cleared, OSFI provided
information that the high correlation between the credit spread movements of
the large Canadian banks and the client base (dominated by Canadian federal
and provincial governments, supranational entities and large Canadian
corporates) provide a natural hedge of CVA risk. These factors taken together
would likely reduce the need for market risk hedges of CVA and mitigate the
potential materiality of the deviation from the Basel standards.
Materiality
2.2
Not material
Pillar 2
Section grade
Compliant
Summary
The Pillar II framework has been implemented in close alignment with the Basel
standards. In line with OSFIs principle-based regulatory approach, certain specific
provisions in the Basel text are not transposed in the CAR Guideline. However,
OSFI conveys its expectations during interactions with banks, including through
the ICAAP review process, as further documented in Annex 14.
A quarterly backtesting exercise (economic capital vs regulatory capital) supports
OSFIs risk-based supervisory framework and ensures that Pillar 2 risks are
sufficiently addressed.
Basel paragraph no
Findings
22
adopting the CEM for counterparty credit risks. The OSFI references in CAR
Guideline Chapter 4 are applicable only for banks that are using internal models to
estimate expected positive exposure.
As stated in its published Supervisory Framework, OSFI has adopted the Basel Core
Principles for Effective Banking Supervision (BCP) as its source for detailed
supervisory standards and criteria. Therefore, OSFI assesses counterparty credit
risk management at banks using the BCP as applicable. In addition, OSFI
supervisors assess the adequacy with which banks, including less sophisticated and
less complex banks, address counterparty credit risk under Pillar 2 ICAAP.
Materiality
Not material
Basel paragraph no
Findings
Basel II paragraph 778(iii) describes possible supervisory actions in the case that
stress test results for market risk exceed the minimum capital requirements for
market risk.
Basel II paragraph 778(iv) formulates the need for a supervisory review of positions
included in the IMA for specific risk. Positions with limited liquidity or price
transparency can be excluded upon supervisory request.
OSFIs CAR Guideline does not explicitly incorporate these provisions.
However, OSFIs ICAAP process shows that stress tests are an integral part of Pillar
2. Also, issues relating to the exclusion of positions with limited liquidity or price
transparency forms part of OSFIs supervisory model review.
Materiality
2.3
Not material
Pillar 3
Section grade
Compliant
Summary
OSFI implemented the Pillar 3 disclosure requirements via advisories and public
letters. Based on the seven RCAP criteria to assess the binding nature of regulatory
instruments issued by OSFI (Annex 7), the Assessment Team concluded that the use
of advisories and public letters are eligible for the RCAP assessment. OSFI intends to
issue its Pillar 3 requirements as a Guideline once the Basel Committee completes its
review of Pillar 3.
In terms of scope, OSFI requires D-SIBs in Canada to fully implement the
composition of capital disclosure requirements. The non-D-SIBs in Canada are
subject to a modified disclosure template. OSFIs approach has no material impact
on the outcome of the assessment as the Canadian non-D-SIBs are currently not
actively engaged in international activities and OSFI will periodically review the
designation of D-SIBs in Canada as well as the degree to which the Canadian nonD-SIBs are internationally active over time.
23
2.4
Capital conservation
Basel paragraph no
Observation
The CAR Guideline includes two paragraphs stating that OSFI will monitor credit
growth and other indicators that may signal a build-up of system-wide risk, and that
these may result in the application of higher capital targets and buffers. However, the
regulation does not yet implement the details of the Basel III countercyclical buffer
regime. Therefore, the implementation of the countercyclical buffer regime in Canada
will be assessed at a later date.
Observation
Basel paragraph no
Observation
the property type criteria is a clear indication that the financing is not for a
commercial establishment and is consistent with the intent of the Basel
framework.
While it could be argued that the Basel treatment should be for financing the
property only, the interpretation that it is the residential purpose of the collateral or
property that matters is also valid. This issue has not been assessed as a deviation by
24
the Assessment Team as both interpretations of the Basel rule are valid.
In addition, Basel II paragraph 73 states that:
National supervisory authorities should evaluate whether the risk weights in
paragraph 72 are considered to be too low based on the default experience for these
types of exposure in their jurisdictions. Supervisors, therefore, may require banks to
increase these risk weights as appropriate. CAR Guideline Chapter 3 does not have
an explicit provision on this issue, but OSFI does have the authority to require
additional capital, both in terms of higher risk weights or through Pillar 2.
Basel II paragraph 73 is a national discretion. While paragraph 73 is not explicitly
incorporated, OSFI has the authority to require additional capital, by higher risk
weights or via Pillar 2.
Basel paragraph no
Observation
Observation
Basel II paragraph 266 defines the loss-given-default (LGD) floor of 10% for
residential mortgages for subsegments to which the residential mortgage RWA
formula is applicable. Footnote 68 to the paragraph allows subsegments of
residential mortgages that are subject to sovereign guarantees to be exempted
from the LGD floor.
CAR Guideline, Chapter 6 paragraph 74 states that any portion of residential
mortgages that are guaranteed or insured by the Government of Canada is
exempted from the LGD floor. The paragraph further specifies that residential
mortgages that are insured by a private mortgage insurer having a Government of
Canada backstop guarantee may be separated into a sovereign-guaranteed
exposure and a corporate-guaranteed exposure the portion with a sovereign
guarantee is exempted from the LGD floor. OSFIs treatment is in line with the
credit risk mitigation provisions in the Basel framework.
Basel paragraph no
Observation
Basel II paragraph 454 states that national supervisors will provide appropriate
guidance as to how elements on indications of unlikeliness of an obligor to pay
must be implemented and monitored.
OSFI guidance on the recognition of unlikeliness to pay is implemented through
the Implementation Note C-1 on impairment, which refers to accounting
standards on impairment.
OSFI provides guidance on the monitoring of the triggers of an obligors
unlikeliness to pay in implementation notes:
(a)
(b)
(c)
25
This data will include, but not be limited to, borrower information, credit
transaction details, portfolio risk characteristics, ratings, rating migration, default
and collateral. Banks are also required to establish clear and comprehensive
documentation for data definition, collection and aggregation. These requirements
constrain the ability of banks to change the definition of default to manipulate
capital requirements or disclosure of credit losses.
The Implementation Note on Risk Quantification at IRB Institutions recognises that
banks use data from different sources and that these data likely use somewhat
different definitions of default. Banks are required to study these differences and
make suitable adjustments to achieve consistency.
The Implementation Note: Validating Risk Rating Systems at IRB institutions
requires banks to confirm the consistency of data used in the definition of default.
Observation
For the all-in capital targets imposed by OSFI from 1 Jan 2013 (essentially the
2019 Basel capital ratios brought forward to 2013), OSFI applies scalars to phase
in the CVA risk capital charge over five years from 1 Jan 2014 to 1 Jan 2019. By 1
Jan 2019, the CVA risk capital charge will be fully phased in.
Letter on CVA Grandfathering and Market Risk Hedges (21 Aug 2013)
For the Basel III transitional minimum and capital buffer requirements which are
imposed by OSFI in parallel, the Canadian banks are subject to the full CVA risk
capital charge (ie without application of the scalars). This is clarified in an
amendment to OSFIs advisory on Public Capital Disclosure Requirements
related to Basel III Pillar 3. Hence, the treatment applied by OSFI is assessed to
be in line with the Basel framework.
Basel paragraph no
Observation
Observation
OSFIs CAR Guideline defines more precisely than the Basel framework the cases in
which convertible bonds must be treated as equities for the measurement of
interest rate risk. Specifically, the CAR Guideline states that convertible bonds must
be treated as equities where:
x
26
the first date at which conversion may take place is less than three months
ahead, or the next such date (where the first has passed) is less than a year
ahead; and
Regulatory Consistency Assessment Programme Canada
the convertible is trading at a premium of less than 10%, where the premium is
defined as the current mark-to-market value of the convertible less the markto-market value of the underlying equity, expressed as a percentage of the
mark-to-market value of the underlying equity.
OSFI explained that the guidance was included to provide more consistent
interpretation of the Basel requirement, following consultation with banks.
Guidelines for Computing Capital for Incremental Risk in the Trading Book,
paragraph 9;
Basel II paragraph 718(xciii), amended by Basel 2.5
Observation
Observation
The Basel text states that banks are encouraged to move along the spectrum of
available approaches as they develop more sophisticated operational risk
measurement systems and practices. OSFIs text is identical to the Basel text. OSFI
reported that only one of the six RCAP banks currently uses the AMA. The
remaining five use the SA. The Basel standards for operational risk were
implemented in Canada in November 2007.
OSFI indicated that all internationally active banks are on track to implement AMA
27
Observation
The Basel text states that a bank may apply partial use of AMA provided, among
other conditions, that a significant part of the banks operational risks are captured
by the AMA, and that the bank provides its supervisor with a plan specifying the
timetable on which it intends to roll out the AMA across all but an immaterial part of
its operations. The plan should be driven by practicality and feasibility of moving to
AMA over time, and not for other reasons.
OSFI notes provide a definition for material and significant. OSFI has defined
significant as 75% and material as 90% of all bank operations. The Basel text is
silent on definitions for these terms. OSFI also states that the bank has five years to
roll out the AMA to a material part of its operations.
OSFI considers the definitions to be appropriate and, in the absence of Basel
requirements, sees value in consistent application and expectations across
institutions. The five-year requirement to meet the material criteria is intended to set
a time limit on banks plans and to limit partial use.
Pillar 2
Basel paragraph no
Observation
Illiquidity/gapping of prices;
One-way markets;
Other risks that may not be captured appropriately in VaR (eg recovery
rate uncertainty, implied correlations, or skew risk).
The parts in bold highlight are not incorporated in the OSFI CAR Guideline.
However, there is related evidence in other parts of the OSFI Guidelines which
provides banks with guidance on how to include these factors, if appropriate.
Basel paragraph no
Observation
Basel II paragraph 738(v) states that banks must demonstrate how they combine
their risk management approaches to arrive at internal capital for market risk.
The requirement in Basel paragraph 738(v) is not incorporated in the OSFI
Guidelines.
However, OSFI requires banks to demonstrate or reconcile their use of a variety of
28
Pillar 3
Overview of findings by Basel paragraph:
Basel paragraph no
Advisory on Public Capital Disclosure Requirements related to Basel III Pillar 3 (as of
July 2013) and Advisory on Pillar 3 Disclosure Requirements (as of September 2006)
Observation
Basel paragraph no
Advisory on Public Capital Disclosure Requirements related to Basel III Pillar 3 (as of
July 2013), Sections 1 and 5
Observation
Basel paragraph no
Observation
29
Annexes
Annex 1: RCAP Assessment Team and Review Team
Assessment Team Leader:
Mr Ong Chong Tee
Mr Mahmut Kutlukaya
Mr Timo May-Johann
Mr Roland Raskopf
Mr Noel Reynolds
Mr Peter de Rijke
Supporting Members:
Mr Christian Schmieder
Ms Sandy Ho
Mr Stephen Bland
Mr William Coen
Mr Olof Sandstedt
24
30
The Review Team is distinct from the Assessment Team, and provides an additional level of quality assurance for the reports
findings and conclusions. The Assessment Team has also benefited from the feedback of the RCAP Peer Review Board. The
Assessment Team has also coordinated closely with Mr Udaibir Das, Head of Basel III Implementation at the Basel Committee
Secretariat.
Date of issuance by
BCBS
Transposed in
Canadian rule
Table 4
Date of
implementation in
Canada
Status
Basel II
CAR Guidelines,
revised version
1 November 2007
Advisory on Pillar 3
Disclosure
Requirements (as of
September 2006)
1 November 2007
CAR Guidelines,
revised version
1 January 2012
Guidelines for
computing capital for
incremental risk in the
trading book
Advisory on Pillar 3
Disclosure
Requirements (as of
September 2006)
1 November 2007
Letter on
Implementation of
Disclosures for Basel
II Pillar 3
Enhancements and
Revisions (as of July
2011)
June 2006
A Revised Framework
Comprehensive
Version
Basel 2.5
Enhancements to the
Basel framework
July 2009
Basel III
Basel III: A global
regulatory framework
for more resilient
banks and banking
systems revised
version
June 2011
Pillar 3 disclosure
requirements for
remuneration
July 2011
(Consolidated
version)
CAR Guidelines,
revised version
1 January 2013
Advisory on Pillar 3
Disclosure
Requirements (as of
September 2006)
1 November 2007
Letter on
Implementation of
Basel II Pillar 3
Disclosure
Requirements for
Remuneration (as of
December 2011)
Fiscal year-end of
2012
Treatment of trade
finance under the
Basel capital
framework
October 2011
CAR Guidelines,
revised version
1 January 2013
Composition of
capital disclosure
June 2012
Advisory on Pillar 3
Disclosure
1 November 2007
31
requirements
Capital requirements
for bank exposures to
central counterparties
Requirements (as of
September 2006)
July 2012
Advisory on Public
Capital Disclosure
Requirements related
to Basel III Pillar 3 (as
of July 2013)
July 2013
CAR Guidelines,
revised version
1 January 2013
Number and colour code: 1 = draft regulation not published; 2 = draft regulation published; 3 = final rule published; 4 = final rule in force.
For rules which are due for implementation as on 30 June 2012, the following colour code is used: Green = implementation completed;
Yellow = implementation in process; Red = no implementation
32
Annex 3: List of capital standards under the Basel framework used for the
assessment
(i)
(ii)
(iii)
Guidelines for computing capital for incremental risk in the trading book, July 2009
(iv)
Basel Committee issues final elements of the reforms to raise the quality of regulatory capital,
Basel Committee press release, 13 January 2011
(v)
Revisions to the Basel II market risk framework: Updated as of 31 December 2010, February
2011
(vi)
Basel III: A global regulatory framework for more resilient banks and banking systems,
December 2010 (revised June 2011)
(vii)
(viii)
Treatment of trade finance under the Basel capital framework, October 2011
(ix)
Interpretive issues with respect to the revisions to the market risk framework, November 2011
(x)
(xi)
(xii)
(xiii)
Regulatory treatment of valuation adjustments to derivative liabilities: final rule issued by the
Basel Committee, July 2012
(xiv)
Basel III counterparty credit risk Frequently asked questions, November 2011, July 2012,
November 2012
33
Table 5
CAR Guidelines, revised version (December 2012 and revised April 2014)
Letter on CVA Grandfathering and Market Risk Hedges (August 2013)
Advisory on Domestic Systemic Importance and Capital Targets (March 2013)
Implementation Note on Approval of Regulatory Capital Models for DepositTaking Institutions (December 2009)
Implementation Notes for IRB Institutions (as of January 2006)
Implementation Note on Corporate Governance at Standardised Approach or
Advanced Measurement Approach Institutions for Operational Risk (May
2006)
Implementation Note on Data Maintenance at Standardised Approach or
Advanced Measurement Approach Institutions for Operational Risk (May
2006)
Stress Testing Guideline (December 2009)
Guideline on Internal Capital Adequacy Assessment Process (ICAAP) for
Deposit-Taking Institutions (October 2010)
Advisory on Pillar 3 Disclosure Requirements (as of September 2006)
Letter on Implementation of Basel II Pillar 3 Disclosure Requirements for
Remuneration (December 2011)
Advisory on Public Capital Disclosure Requirements related to Basel III Pillar 3
(July 2013)
Table 6
Type
Laws
Guidelines
Issued by OSFI
Advisories
Issued by OSFI
Rulings
Issued by OSFI
Public Letters
Issued by OSFI
Implementation Notes
Issued by OSFI
Discussion Papers
Issued by OSFI
34
Off-site evaluation
(i)
(ii)
(iii)
Independent comparison and evaluation of the domestic regulations issued by OSFI with
corresponding Basel III standards issued by the BCBS
(iv)
Identification of observations
(v)
(vi)
Assessment of materiality of deviations for all quantifiable deviations based on data and nonquantifiable deviations based on expert judgement
(vii)
B.
On-site assessment
(viii)
(ix)
Meeting with selected Canadian banks, one audit firm and three credit rating agencies
(x)
Discussion with OSFI and revision of findings to reflect additional information received
(xi)
(xii)
(xiii)
C.
(xiv)
Review of comments by the RCAP Assessment Team, finalisation of the draft report and
forwarding to OSFI for comments
(xv)
(xvi)
(xvii)
Review and clearance of the draft report by the RCAP Review Team and Peer Review Board
35
Basel Paragraph
Reference to OSFI
document and
paragraph
The CAR Guideline permitted financial entities to be excluded from consolidation if their leverage was inappropriate for
a deposit-taking institution. This exclusion based on leverage, which is not present in the Basel Standards, has been
deleted from the updated CAR Guideline.
Scope of Application
1.
Basel II paragraph 24
Definition of Capital
2.
The CAR Guideline included other contributed surplus as an element of CET1. The Assessment Team was concerned
that this element of reserves could be misinterpreted and could result in banks including in CET1 stock surplus (share
premium) related to instruments that are not themselves included in CET1, eg preferred shares. Also, the CAR Guideline
was not explicit that interim profit and losses are included in CET1. In the revised CAR Guideline the reference to other
contributed surplus has been removed and an explicit reference to the inclusion of interim profits and losses has been
added.
3.
Paragraph 50 of the CAR Guideline required revaluation losses and gains with respect to own-use property to be
reversed from retained earnings for capital adequacy purposes. This approach contravened footnote 10 of Basel III,
which states that there is no adjustment applied to remove from CET1 unrealised gains or losses recognised on the
balance sheet. The relevant part of paragraph 50 has been deleted in the CAR Guideline to align it with the Basel III
treatment.
4.
The CAR Guideline permitted collective allowances for credit risk to be included in Tier 2. Basel II permits the inclusion
of General provisions/general loan-loss reserves in Tier 2 but not in cases where the reserves are created against
identified losses or in respect of an identified deterioration in the value of any asset or group of subsets of assets. It
was unclear to what extent the collective allowances of Canadian banks reflect an identified deterioration in the value of
a group of assets. The revised CAR Guideline states that allowances ascribed to identified deterioration of particular
assets or known liabilities, whether individual or grouped, should be excluded.
5.
For consolidated subsidiaries that have issued common equity to third parties, Basel III requires banks to calculate the
amount of surplus capital in the subsidiaries that is attributable to the third-party investors. Unlike Basel III, the CAR
Guideline did not state that the minimum requirement plus the capital conservation buffer (ie the amount used to
calculate the surplus capital) is equal to 7% of RWAs. This created a risk that larger national specific buffers could be
36
used to reduce the calculated amount of surplus capital attributable to third parties. Also, the CAR Guideline was
unclear on whether the parents or the subsidiarys calculation of RWAs should be used. Similar issues existed in the
CAR Guideline for the calculation of surplus Tier 1 and surplus Total Capital. The revised CAR Guideline includes the
relevant percentages stated in Basel III and clarifies the determination of RWAs.
6.
Paragraph 67 of the Basel III explicitly requires the scope of goodwill deduction to include goodwill included in the
valuation of significant investments in the capital of banking, financial and insurance entities that are outside the scope
of regulatory consolidation. In contrast, the CAR Guideline stated in footnote 50 that Goodwill and intangibles related
to significant investments in unconsolidated entities should be deducted as part of the deduction for significant
investments outlined in paragraphs 6976. The revised CAR Guideline amends paragraph 51 and footnote 50 to align it
with the Basel III treatment.
7.
Basel III requires all DTAs that rely on the future profitability of the bank to be realised to be subject to a deduction
treatment. Paragraph 54 of the CAR Guideline permitted DTAs to be risk-weighted at 100% if they arise from a
temporary difference that the institution could realise through loss carrybacks. It was not clear that such DTAs do not
rely on the future profitability to be realised. The revised CAR Guideline now includes a condition that DTAs subject to
the risk weight treatment do not depend on the future profitability of the bank to be realised.
8.
Paragraph 84 of Basel III defines a significant investment as occurring where the bank owns more than 10% of the
issued common share capital of the issuing entity or where the entity is an affiliate of the bank. Such investments are
subject to the threshold deduction treatment described in Basel III. Footnote 65 of the CAR Guideline defined
significant investment by reference to Section 10 of the Bank Act or the Trust and Loan Companies Act. Although
these include the 10% threshold of Basel III, they do not include the reference to affiliates of the bank. They also include
an additional determinant, which is when a bank owns more than 25% of a financial institutions total outstanding Tier 1
capital. The revised CAR Guideline retains the references to the Bank Act and Trust and Loan Companies Act, but adds
the requirement to include investments in affiliates and removes the additional determinant.
9.
Paragraphs 80 and 84 of Basel III require the deduction (on a threshold basis) of investments in the capital of financial
institutions. These paragraphs permit the netting of long and short positions, subject to certain conditions including a
maturity requirement. Footnote 62 of the CAR Guideline permitted an exemption to the maturity requirement in one
specific case relating to investments in equities that were held against synthetic short positions. Such an exemption is
not permitted in Basel III and has been removed from the revised CAR Guideline.
10.
Regarding investments in other financial institutions, Paragraph 74 of the CAR Guideline referred to the Guidance Note
Investments by Federally Regulated Financial Institutions in Mutual Fund Entities (December 1999). A paragraph of this
Guidance Note could be interpreted as implying that a bank could have a significant investment in the equity of an
unleveraged mutual fund and exclude it from the deduction requirement. This would not be compliant with the Basel III
requirements which require deduction of significant investments irrespective of their leverage. The revised CAR
Guideline deletes the reference to the Guidance Note.
11.
This issue relates to the deduction requirements that apply to banks investments in the capital of other financial
institutions, in the specific case when the capital instruments in question are being phased out from the investees
37
of investments in the
capital of financial
institutions that are
being phased out
capital base. The Basel FAQ states that banks should use the full value of investments in calculating the amount to be
subject to the deduction treatment. However, paragraph 95 of the CAR Guideline required banks to deduct the full
value of any such investments. The revised CAR Guideline requires banks to use the full value of any such investments,
in accordance with the FAQ.
12.
Composition of Capital
Disclosure Requirements
Advisory on Public
Capital Disclosure
Requirements related to
Basel III Pillar 3 (as of
July 2013), Annex 1
Based on the BCBS Composition of Capital Disclosure templates, the required disclosure in row 7 (ie adjusted against
CET1) pertains to prudential valuation adjustments in accordance with paragraphs 698 to 701 of the Basel II text. OSFI
had implemented this disclosure under panel 41b of the OSFI template, ie adjusted against AT1 capital. The updated
CAR Guideline and OSFI disclosure template applies the prudential valuation adjustment to CET1.
13.
The Basel Committees PON requirements permit conversion into shares of the parent company when the PON trigger
occurs at a subsidiary. The CAR Guideline also permitted conversion into the shares of an affiliate under certain
circumstances. This option has been removed in the updated CAR Guideline.
The Basel framework requires that capital distribution constraints be imposed if a banks CET1 ratio falls into the capital
conservation buffer range. However, the CAR Guideline stated that the distribution constraints will be imposed in the
absence of other remedial actions to improve its capital ratios. In Basel III the only permitted exception to the
distribution constraints is the bank raising capital in the private sector equal to the amount above the constraint which
it wishes to distribute. The updated CAR Guideline removes the reference to other remedial actions.
In describing the conservation ratios that apply, paragraph 131 of Basel III states that the CET1 ratio includes CET1 used
to meet the 4.5% minimum CET1 requirement, but excludes any additional CET1 used to meet the 6% minimum Tier 1
and 8% minimum Total Capital requirement. This statement was omitted from the CAR Guideline, but has been included
in the updated version.
Under Basel III the capital conservation ratios apply on a forward-looking basis, restricting the distribution of earnings in
the subsequent financial year following a breach of the buffer. In contrast, paragraph 37 the CAR Guideline defined
earnings as distributable profits for the previous four quarters. The reference to the previous four quarters has been
deleted in the updated CAR Guideline.
The Multilateral Investment Guarantee Agency was not included in the list of multilateral development banks eligible for
a 0% risk weight. The revised CAR Guideline includes the Multilateral Investment Guarantee Agency in the list to align
with the Basel treatment.
18.
Basel II paragraph 68
Paragraph 68 of Basel II states that banks should obtain supervisory approval before utilising the option to risk-weight
all corporate claims at a flat 100%. CAR Guideline Chapter 3 paragraph 23 is updated so that institutions must seek
OSFIs prior approval to apply a 100% risk weight to all corporate exposures.
19.
Basel II paragraph 72
According to CAR Guideline Chapter 3 paragraph 31, Where a mortgage is comprehensively insured by a private sector
mortgage insurer that has a backstop guarantee provided by the Government of Canada (for example, a guarantee
paragraph 31
Regulatory Consistency Assessment Programme - Canada
38
made pursuant to subsection 193(1) of the Budget Implementation Act of 2006), institutions may recognise the riskmitigating effect of the guarantee by reporting the portion of the exposure that is covered by the Government of
Canada backstop as if this portion were directly guaranteed by the Government of Canada. The reference given to the
repealed Budget Implementation Act of 2006 is corrected.
20.
21.
Basel II paragraph 92
22.
23.
24.
No specific paragraphs
A 100% credit conversion factor is applied in paragraph 83(ii) of Basel II to asset sales with recourse, and in paragraph
84(i) to forward deposits and partly paid shares and securities. Additionally, footnotes 34 and 35 of Basel II require that
the off-balance sheet items set out in paragraph 83(ii) and 84(i) are to be weighted according to the type of asset and
not according to the type of counterparty with whom the transaction has been entered into. These missing Basel II
provisions are included in the CAR Guideline.
Basel II requires that the mapping of eligible ECAIs assessments to the risk weights should cover the full spectrum of
risk weights. The mapping table for long-term ratings provided in CAR Guideline Chapter 3 paragraph 103, which did
not cover all risk weight categories, was updated.
CAR Guideline Chapter 5 paragraphs 43(d), 45(b), 50 and 52 referred to recognised exchanges without setting out
which exchanges were to be considered recognised. Similarly, CAR Guideline Chapter 5 paragraph 59(f) referred to
recognised clearing organisations without specifying which clearing organisations were to be considered recognised.
OSFI rectified these paragraphs by defining recognised exchanges as regulated public exchanges and referring to
qualifying central counterparties for recognised clearing organisations.
In the calculation of the counterparty credit risk charge with respect to collateralised OTC derivative transactions,
Basel II paragraph 186 requires that the add-on factor for potential future exposure is calculated according to the Basel
II CEM under Annex 4, paragraphs 92(i) and 92(ii). In CAR Guideline Chapter 5 paragraphs 72 and 73, which were later
rectified, the calculation of the add-on was based on the 1988 Basel Accord.
Basel II paragraph 237 requires banks to classify debt obligations and other securities with the intent of conveying the
economic substance of equity ownership as an equity exposure. OSFI CAR Guideline Chapter 6 paragraph 40 defined
which preferred instruments are to be treated as equity based only on redeemability features. OSFI updated paragraph
40 to clarify which preferred instruments are to be treated as debt.
CAR Guideline
Chapter 7 paragraph 46
CAR Guideline Chapter 7 paragraph 46 (which implemented Basel II paragraph 562) required gain-on-sale to be
deducted from Tier 1 capital. This has been superseded by Basel III paragraph 74 which requires gain-on-sale to be
derecognised from CET1. OSFI had implemented Basel III paragraph 74 consistently in CAR Guideline Chapter 2
(Definition of Capital), but had not updated Chapter 7 paragraph 46 to be consistent with Chapter 2.
OSFI has now amended CAR Guideline Chapter 7.
27.
CAR Guideline
Chapter 7 paragraph
CAR Guideline Chapter 7 para 49(b) referenced the eligibility criteria for external credit assessment institution (ECAI) to
CAR Guideline Chapter 3 paragraph 102. The eligibility criteria are however located in CAR Guideline Chapter 3
39
49(b)
paragraph 101.
OSFI has amended the reference.
28.
CAR Guideline
Chapter 7 paragraph 124
CAR Guideline Chapter 7 paragraph 124 referenced the add-ons under the 1988 Accord, instead of the add-ons in the
Basel II CEM. OSFI clarified that its Capital Adequacy Reporting Instructions provided the correct reference and that the
Canadian banks are applying the correct add-ons.
OSFI has amended the reference.
30.
CAR Guideline Chapter 4 paragraph 93 referenced the definition of qualifying asset in Chapter 9 Section 9.10.1.1. In
contrast to the Basel rules, it was not required that for debt securities issued by banks to be included in the qualifying
category, the issuing banks have to be subject to supervisory and regulatory arrangements comparable to the Basel
framework.
OSFI has amended the CAR Guideline to add this condition to the definition.
The Basel text requires that, where there is a liability for unfunded contributions to non-qualifying central
counterparties, the national supervisor should determine in its Pillar 2 assessments the amount of unfunded
commitments to which a 1250% risk weight should apply. However, CAR Guideline Chapter 4 paragraph 143 added the
text in the absence of an ability to calculate Kccp at the rear of the Basel provision. The addition of this text may limit
the scope of application of the Basel provision.
OSFI has amended the CAR Guideline to delete the additional text.
31.
CAR Guideline Chapter 4, paragraph 19 referenced the legal requirements for recognition of bilateral netting of
derivatives in Chapter 3. The legal requirements are however located in Chapter 4 (Section 4.1.6.3) instead of in Chapter
3.
OSFI has amended the reference.
32.
CAR Guideline Chapter 4 paragraph 88 omitted the text or under Part 2, Section II.D of this framework. The omission
of this text may have the effect of subjecting securities financing transactions (SFTs) to only the Internal Model Method.
The Canadian banks are using the standardised treatment of SFTs.
OSFI has amended the CAR Guideline to address the omission.
33.
CAR Guideline Chapter 4 paragraph 100 referenced the treatment for an nth-to-default transaction to CAR Guideline
Chapter 9. The treatment is however located in Chapter 4, paragraph 94 instead of in Chapter 9.
OSFI has amended the reference.
34.
35.
Advisory on Public
CAR Guideline Chapter 4 paragraph 127 referenced the conditions for netting to CAR Guideline Chapter 4 paragraph
102. The conditions for netting however, are located in Chapter 4 paragraph 101 to 103, instead of only Chapter 4
paragraph 102.
OSFI has amended the reference.
OSFI amended its advisory on Public Capital Disclosure Requirements related to Basel III Pillar 3 to clarify that
40
Annex 4, paragraph 97 to
Basel II): CVA risk capital
charge
Capital Disclosure
Requirements related to
Basel III Pillar 3
Canadian banks are subject to the full CVA risk capital charge (ie without the application of the scalars) for the Basel III
transitional minimum capital requirements and buffer requirements.
OSFI allows credit derivatives that are used to hedge counterparty credit risk on other derivatives in the trading book to
be exempt from counterparty credit risk capital requirements. However, OSFI does not make clear the condition under
the Basel text that the hedged exposure has to be subject to the criteria and general rules for the recognition of credit
derivatives.
37.
OSFI has removed instruments that are collateralised by government paper from the government category for the
computation of specific risk capital requirements for issuer risk.
38.
Unlike in the Basel text, OSFIs CAR Guideline does not require banks to be subject to supervisory and regulatory
arrangements comparable to Basel II to be included in the qualifying category for the computation of interest rate
risk. OSFI has incorporated this condition into its CAR Guideline.
39.
No specific risk charge for interest rate risk is assigned to derivatives if the underlying security is a government security.
Under the Basel framework, a specific risk charge is applied if the underlying government security is rated below AA.
OSFI has amended its CAR Guideline to be in line with the Basel framework.
40.
NA
OSFI sets a materiality threshold before market risk capital requirements would apply. This materiality threshold applies
when the value of trading book assets or liabilities whichever is greater: (a) is at least 10% of total assets; and (b)
exceeds $1 billion. OSFI has amended its CAR Guideline to apply market risk capital requirements to internationally
active institutions and all institutions designated by OSFI as domestic systemically important banks.
41.
NA
42.
NA
43.
The Basel interpretive document clarifies that a bank must exclude from the correlation trading portfolio any SPV-issued
instrument backed, directly or indirectly, by a position that would itself be excluded if held by the bank directly. OSFI
has incorporated this clarification into its CAR Guideline.
OSFI has made explicit reference to this condition, which is set out in Chapter 4 paragraph 9 of OSFIs CAR Guideline.
OSFI corrected an error where paragraph 186(d) erroneously referred to Section 9.11.6 of Backtesting instead of the
correct Section 9.11.7 of Stress testing.
45.
OSFI omitted the reference to Basel paragraph 718(lxxxvi) of Combination of internal models and the standardised
methodology.
41
OSFI amended the text in its CAR Guideline to rectify this issue.
46.
A wrong reference to the unrelated section of Combination of internal models and the standardised methodology was
replaced by the correct Section 9.11.8 of Model Validation.
47.
The reference to the document of Supervisory framework for the use of backtesting in conjunction with the Internal
Models Approach to market risk capital requirements is missing in OSFIs CAR Guideline.
OSFI added this reference in its guideline.
48.
In the definition of default risk, the statement as well as the potential for indirect losses that may arise from a default
event was added to OSFIs CAR Guideline.
49.
An incorrect reference to paragraph 247 was replaced by the correct reference to 246.
50.
Interpretive Issues with Respect to the Revisions to The Market Risk Framework (Section 2.2 paragraph 1) clarifies that
banks are not allowed to perform a single calculation covering exposures subject to the IRC and exposures subject to
the comprehensive risk measure capital charge and that disallowing a single calculation has the effect of not allowing
any diversification between the portfolios.
OSFI added such a requirement to its amended CAR Guideline.
51.
The Basel text clarifies that, in the instance where multiple models are used to calculate capital charges for different
risks in a correlation trading portfolio, a simple sum method is used in the capital computation. OSFI added this
requirement to its amended CAR Guideline.
Pillar 3
52.
Composition of capital
disclosure requirements:
paragraphs 57
Advisory on Public
Capital Disclosure
Requirements related to
Basel III Pillar 3 (as of
July 2013), Sections 2
and 3
OSFI has included in the respective advisory that the composition of capital must either be included in banks published
financial statements or, at a minimum, these statements must provide a direct link to the completed disclosure on their
websites or on publicly available regulatory reports.
53.
Composition of capital
disclosure requirements:
paragraph 16
Advisory on Public
Capital Disclosure
Requirements related to
Basel III Pillar 3 (as of
July 2013), Section 4(ii)
OSFI has included in the respective advisory that banks are required to list the legal entities that are included in the
regulatory consolidation that are not included in the accounting scope of consolidation.
42
54.
Composition of capital
disclosure requirements:
Annex 1
Advisory on Public
Capital Disclosure
Requirements related to
Basel III Pillar 3 (as of
July 2013), Annex 1
OSFI has changed the required disclosure in row 7 to relate to prudential valuation adjustments.
43
Criterion
(i)
(ii)
(iii)
The forms of guidance are a means whereby OSFI is able to swiftly, explicitly, and
outside the political process, articulate its supervisory expectations and how the
requirements, including adequate prudential standards, of the BA should be met.
While the guidelines, advisories and public letters are not directly enforceable in law,
44
failure to meet them is indicative of failure to meet the underlying legal standard. If
OSFI determines that a bank has not met the standard by other means, OSFI has
sufficient tools to compel compliance. The guidelines, advisories and public letters
are therefore indirectly enforceable under the law. In practice all instruments are
viewed as equivalent to regulations by the industry.
In order for this approach of indirect enforcement to be effective and lead to
desired supervisory outcomes, it is essential for OSFI to closely monitor the
industrys compliance with the instruments and to be prepared to increase
supervisory pressure as soon as a non-compliant institution is identified.
(iv)
Guidelines and other regulatory instruments have been in place since 1987 when
OSFI was established. No legal challenge has ever been made as to their
enforceability or reasonableness. While guidelines, advisories and public letters are
not legally binding, any order issued as a result of failure to comply would be legally
binding.
(v)
The guidelines, advisories and public letters are not legally binding per se, but if an
institution were to fail to comply with them, OSFI could, for example, direct the
institution, by order, to increase its capital (eg under BA Section 485(3)(a)). Such an
order would be legally binding. OSFI could also invoke other supervisory measures.
OSFI has used the various tools (see next section) to ensure compliance and thus
precedence has been set.
(vi)
As part of the ongoing supervisory process, OSFI employs various tools (eg
Supervisory Letters, discussions with management and the board of directors) to
encourage companies to address concerns. Should this be insufficient, the BA
provides the Superintendent with a wide range of discretionary enforcement
powers, which are available in the event that prudential standards are not met.
Examples of such powers include: special examinations, prudential agreements,
directions of compliance, application to a court for an order of compliance and
ultimately the taking control of the bank.
In general, non-compliance with the provisions of the BA is also an offence that may
be subject to certain sanctions, including criminal sanctions and civil monetary
penalties that the Superintendent may impose under the Administrative Monetary
Penalties (OSFI) Regulations. Enforcement of restrictions and directions of
compliance can be pursued through the courts, if necessary.
OSFIs legislative framework supports a risk-based approach to supervision. As such,
the BA permits the Superintendent to apply quantitative and qualitative judgement
when deciding which enforcement and/or corrective measures to use and to what
degree.
The intensity of supervisory action will depend on, and will be calibrated to, the
nature, size, complexity and risk profile of the bank. For example, although OSFIs
minimum capital requirements are uniform, the actual capital requirements vary by
institution. Each institution is required to hold a unique level of capital, as is
determined by the institutions activities, risk profile, and systemic importance.
45
Table 7
4,592
4,295
Total assets of locally incorporated banks to which capital standards under the Basel
framework are applied (ie excludes foreign bank branches)
4,592
Number of banks
Number of banks operating in Canada
Number of internationally active banks
Number of banks required to implement Basel standards (according to domestic rules)
105
6
105
105
See Table 1 in the
main text
180
144
118
1,290
81.1%
6.3%
12.6%
748
13.96%
11.19%
9.14%
25
This includes derivatives at fair value and the credit equivalent amount of non-market-related off-balance sheet exposures.
46
Figure 1
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
Source: OSFI.
47
Table 8
Non-material
Potentially material
Material
Scope of application
Transitional arrangements
Definition of capital
Capital buffers
Pillar 1
OR: AMA
Pillar 2
Pillar 3
Note: materiality is defined based on quantitative benchmark thresholds (for the quantifiable gaps) and expert judgement (for the nonquantifiable gaps). See Section 2 for further information.
48
Annex 10: Areas where OSFIs rules are stricter than the Basel minimum
standards
In several places, OSFI has adopted a stricter approach than the minimum standards prescribed by
Basel or has simplified or generalised an approach. In the latter case, the Assessment Team has
assessed whether this could result in less rigorous requirements than the Basel standards. The
following list, prepared with input from OSFI, provides an overview of the areas where OSFIs rules are
considered stricter than the Basel minimum standards. These areas have not been taken into account
as mitigants for the overall assessment of compliance.
OSFI expects all banking institutions to attain target capital ratios equal to or greater than the 2019
capital ratios from 2013. The D-SIB banks are required to meet so-called all-in capital targets of 7%
for the CET1 ratio by the first quarter of 2013, and 8.5% for the Tier 1 ratio and 10.5% for the Total
Capital ratio by the first quarter of 2014. The all-in capital target for the CET1 ratio for D-SIBs is 8%
commencing 1 January 2016. In addition, the transitional Basel III minimum capital ratios apply and
must be reported by the banks in parallel.
2.
The CAR Guideline requires that any discretionary repurchases of common shares are subject
to the prior approval of the Superintendent.
3.
Paragraphs 16 and 29 of the CAR Guideline require that amendments to the terms and
conditions of additional Tier 1 and Tier 2 instruments are subject to the prior approval of the
Superintendent.
CAR Guideline Chapter 4 paragraph 58 sets out OSFIs expectation that banks will provide documented
justification for their use of two different pricing models, in the case where the pricing model used to
calculate counterparty credit risk exposure is different to the pricing model used to calculate market
risk over a short horizon.
5.
CAR Guideline Chapter 4 paragraph 78 sets out OSFIs expectation that banks will provide
documented justification for their choice of calibration methods, when two different calibration
methods are used for different parameters within the effective expected positive exposure model.
49
Market risk
6.
Unlike the Basel framework, OSFI does not allow banks using the Standardised Approach to include
unrated securities in the qualifying category for the computation of interest rate risk.
7.
Unlike the Basel framework, OSFI does not fully implement the futures-related arbitrage
strategies that attract lower market risk capital charges.
50
Market risk
x
Duration Method
Banks are not allowed to include equities in the modelled incremental risk charge
Standardised Method
Operational risk
x
51
2.
3.
52
Annex 13: Areas for further guidance from the Basel Committee
General provisions/general loan loss reserves
Basel III carries forward the Basel II treatment that permits the inclusion of General provisions/general
loan-loss reserves in Tier 2. However, it clarifies that they should not be included where they have
been created in respect of an identified deterioration in the value of any asset or group of subsets of
assets noting that in such cases they are not freely available to meet unidentified losses which may
subsequently arise elsewhere in the portfolio and do not possess an essential characteristic of capital.
OSFI, like other jurisdictions, implements the Basel standards in this area via the inclusion of IFRS
collective allowances in Tier 2. OSFIs recently updated guidelines state that collective allowances
must not be included if ascribed to an identified deterioration of particular assets or known liabilities,
whether individual or grouped. The OSFI text, therefore, is judged by the Assessment Team to reflect
the Basel standards.
Despite the conclusion that the CAR Guideline is consistent with the Basel standards, the
Assessment Team would like to bring a wider issue to the attention of the Basel Committee: the team
questions whether any collective allowances may be viewed as meeting the Basel standards for
inclusion in Tier 2. IFRS adopts an incurred loss model and so this could mean that all collective
allowances represent an identified deterioration in the value of a group of assets, making them
ineligible for inclusion in Tier 2 under the Basel standards. The Assessment Team sees a risk, therefore,
of divergent practices across jurisdictions. Moreover, if collective allowances were deemed to be
ineligible as Tier 2 capital, on the basis that IFRS currently adopts an incurred loss model, this would
likely have a material impact on the capital ratios of a large number of banks across many jurisdictions.
In any case, the Committee will likely need to reconsider the treatment of loan loss allowances, given
the initiative of the accounting standard setters to move to an expected loss model.
53
54
26
55
regulatory capital ratios. Supervisors should take appropriate supervisory action if they are not
satisfied with the result of this process.
OSFI has the capacity to evaluate a banks internal assessment process in order to determine
that the relevant qualifying standards are met and that the banks internal assessments can be relied
upon as a reasonable reflection of the risks undertaken. OSFI has a specialist division dedicated to risk
measurement and analytics assessment that contains staff with experience in model development at
financial institutions. This division reviews and follows up with the banks on anomalies in their reports
of model performance quarterly. This division is also responsible for the review, analysis and
recommendations on applications to implement/modify models to verify that they meet minimum
requirements.
OSFI has the power to impose conditions on its approvals if it considers it prudent to do so.
Conditions are frequently applied to approvals. These conditions could include floors or ceiling to
inputs or outputs, and requirements to perform and report further work.
OSFI requires banks to adopt a forward-looking approach to capital management through its
guidance on the ICAAP and stress testing. The ICAAP process links capital requirements to anticipated
risks in a bank and requires stress testing to be an integral part of that process. Likewise, the stresstesting guidance highlights the categories of risk that are to be considered, the reporting of results
and the assessment of these programmes by the supervisors.
Both the ICAAP and stress-testing processes and results comprise part of the framework used
by OSFI supervisors to assess the capital adequacy of banks. In situations where these processes,
results and/or capital adequacy are viewed as inadequate, OSFI can intervene less formally via its
intervention ladder or, in more serious situations, Section 485 of the BA allows the Superintendent to
require that a bank increase its capital.
Principle 3: Supervisors should expect banks to operate above the minimum regulatory
capital ratios and should have the ability to require banks to hold capital in excess of the
minimum.
OSFIs minimum capital requirements are stipulated in Chapter 1 Section 1.5 of the CAR
Guideline. OSFI expects all institutions to attain target capital ratios equal to or greater than the 2019
minimum capital ratios plus the conservation buffer level early in the transition period. For all
institutions, this meant an all-in target common equity Tier 1 (CET1) ratio of 7% by the first quarter of
2013. Further, OSFI expects all institutions to attain all-in target capital ratios of 8.5% for the Tier 1
ratio and 10.5% for the Total Capital ratio by the first quarter of 2014 (see CAR Guideline, Chapter 1).
These all-in targets are applicable to all institutions and are triggers for supervisory intervention
consistent with the OSFI Guide to Intervention for Federally Regulated Deposit-Taking Institutions
(OFSIs guide). If an institution is outside the relevant target ratios, supervisory action will be taken
proportional to the shortfall and circumstances that caused the shortfall, and may include a range of
actions, including restrictions on distributions.
Contingency planning is required to be embedded in the development of realistic capital
plans. OSFI explicitly requires banks to factor in the potential difficulties of raising additional capital
during downturns or other times of stress (ICAAP, p 6) and develop prudent contingency plans
specifying how it would respond to capital pressures that arise when access to securitisation markets is
reduced (ICAAP, p 8).
Subsection 485(1) of the BA requires banks to maintain adequate capital and liquidity in
appropriate form. This section specifically provides that:
x
Even when a bank complies with formal requirements, the Superintendent may order the
bank to increase its capital or to provide more liquidity, and the bank must comply within a
time specified by the Superintendent.
56
The combination of the institutions overall net risk and its capital and earnings compromises
the institutions resilience.
The institution has issues in its risk management or has control deficiencies that, although not
serious enough to present a threat to financial viability or solvency, could deteriorate into
more serious problems if not addressed.
In addition to its normal activities, at Stage 1 OSFIs activities/responsibilities may involve:
Formally notifying management, board of directors and external auditor of the institution by
way of a supervisory letter that the institution is at Stage 1 and that the institution is required
to take measures to mitigate or rectify the identified deficiencies.
Meeting with management, board of directors (or a committee of the board) and/or the
external auditor of the institution to outline concerns and discuss remedial actions.
Entering into a prudential agreement with the institution for the purpose of implementing
any measure designed to maintain or improve the safety and soundness of the institution.
57
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
FW: One final question -FRSONLYWednesday, November 26, 2014 11:31:20 AM
INTERNAL FR
FYI
From: George Davis (FRS)
Sent: Wednesday, November 26, 2014 11:31 AM
To: Joshua Sherwin
Subject: RE: One final question -FRSONLY-
INTERNAL FR
(b)(5) & (8)
.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, November 25, 2014 5:02 PM
To: Davis, George
Subject: One final question -FRSONLY-
INTERNAL FR
(b)(5) & (8)
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
(b)(5)
From:
To:
Subject:
Date:
Attachments:
$OWKHD3LHWHUV
Joshua Sherwin
5(: RBC -FRSONLYTuesday, December 02, 2014 1:4:44 AM
RBC IO SOSA 2013.docx
RBC Institutional Profile - Applications.docx
INTERNAL FR
Hi Josh,
As promised attached is RBCs 2013 SOSA Report and selected portions for RBCs Institutional Profile
which is maintained the LFBO section. Section F of the SOSA Report provides background
information regarding RBCs US Operations.
Althea
INTERNAL FR
Hi Althea, how about 10:30? I can stop by your office.
Thanks
,17(51$/)5
,:
I am happy to talk to you about RBCs US operations. I am available between 10AM 11AM, today.
Please let me know if this time works for you.
Regards,
Althea
INTERNAL FR
Hi Althea, would you happen to have a free moment tomorrow? Id like to ask you about RBCs US
(b)(5)
operations
.
Is there a time that works for you?
Thanks in advance for your help.
Josh
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
Two attachments (totalling 16 pages) withheld in full pursuant to exemptions 4 & 8.
From:
To:
Subject:
Date:
Joshua Sherwin
Althea Pieters
RE: RBC -FRSONLYTuesday, December 02, 2014 11:02:59 AM
INTERNAL FR
Thanks a ton Althea!
From: Althea Pieters
Sent: Tuesday, December 02, 2014 10:47 AM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
INTERNAL FR
Hi Josh,
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014
at 10:47am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RBC branch ratings -FRSONLYTuesday, December 02, 2014 11:51:39 AM
INTERNAL FR
HI George,
Just an FYI,
.
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
George Davis (FRS)
FW: RBC -FRSONLYTuesday, December 02, 2014 11:54:44 AM
RBC IO SOSA 2013.docx
RBC Institutional Profile - Applications.docx
INTERNAL FR
Hey George, per earlier email, attached is the IP and SOSA IO.
Josh
From: Althea Pieters
Sent: Tuesday, December 02, 2014 10:47 AM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email and the two attachments (totaling 16 pages) are
contained in the email chain on December 2, 2014 at 10:47am (above). Accordingly, this email and
the two attachments (totaling 16 pages) are duplicates that have already been addressed.
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC Branch ratings -FRSONLYTuesday, December 02, 2014 12:21:42 PM
INTERNAL FR
(b)(4), (5) & (8)
OK.
.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 12:18 PM
To: Betsy Howes-Bean
Subject: RE: RBC Branch ratings -FRSONLY-
INTERNAL FR
(b)(4), (5) & (8)
INTERNAL FR
(b)(4), (5) & (8)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 12:12 PM
To: Betsy Howes-Bean
Subject: RBC Branch ratings -FRSONLY-
INTERNAL FR
Hi Betsy,
Im almost done with the edits to the RBC memo. I was updating the financial data table based upon
(b)(4), (5) & (8)
the institutional profile that Althea gave me.
.
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Joshua Sherwin
Althea Pieters
RE: RBC -FRSONLYTuesday, December 02, 2014 12:40:48 PM
INTERNAL FR
Thanks Althea!
From: Althea Pieters
Sent: Tuesday, December 02, 2014 12:16 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Hi Josh,
(b)(4), (5) & (8)
INTERNAL FR
Thanks Althea. Can you direct me to the relationship manager?
.
From: Althea Pieters
Sent: Tuesday, December 02, 2014 11:55 AM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Thats correct(b)(5)
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 11:54 AM
To: Althea Pieters
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Thanks again Althea for sending this. (b)(5)
Thanks
From: Althea Pieters
Sent: Tuesday, December 02, 2014 10:47 AM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
FW: RBC -FRSONLYTuesday, December 02, 2014 12:41:28 PM
INTERNAL FR
(b)(4), (5) & (8)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
12:40pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
12:40pm (above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014
at 10:47am (above).
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC -FRSONLYTuesday, December 02, 2014 3:37:54 PM
INTERNAL FR
Thanks George. One last question, do you have (b)(5)
From: George Davis (FRS)
Sent: Tuesday, December 02, 2014 3:36 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
I(b)(5); In addition, this email pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, December 02, 2014 3:31 PM
To: Davis, George
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Thanks George. (b)(5)
From: George Davis (FRS)
Sent: Tuesday, December 02, 2014 1:32 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
This should help. Let me know if you need anything else.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, December 02, 2014 12:43 PM
To: Davis, George
Subject: FW: RBC -FRSONLY-
INTERNAL FR
George,
Per my earlier email, (b)(4), (5) & (8)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
12:40pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
10:47am (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC branch -FRSONLYTuesday, December 02, 2014 4:30:20 PM
INTERNAL FR
(b)(5)
.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 4:20 PM
To: Betsy Howes-Bean
Subject: RE: RBC branch -FRSONLY-
INTERNAL FR
Ok thanks.
(b)(4), (5) & (8)
INTERNAL FR
(b)(5)
.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 4:03 PM
To: Betsy Howes-Bean
Subject: RE: RBC branch -FRSONLY-
INTERNAL FR
(b)(5); In addition, this email pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
(b)(5)
INTERNAL FR
(b)(5); In addition, this email pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 3:57 PM
To: Betsy Howes-Bean
Subject: RE: RBC branch -FRSONLY-
INTERNAL FR
(b)(5)
.
(b)(5)
(b)(5)
INTERNAL FR
(b)(5); In addition, this email pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, December 02, 2014 3:50 PM
To: Betsy Howes-Bean
Subject: RBC branch -FRSONLY-
INTERNAL FR
(b)(5); In addition, this email pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
&F
Joshua Sherwin
.HYLQ.RVW\N)ORUD$KQ
%HWV\+RZHV%HDQ
Subject:
Date:
To:
INTERNAL FR
Hey Kevin and Flora,
I got a call from NY on the RBC branch matter.
branch application and, therefore, is not responsive.
.
Thanks in advance for your help,
Josh
:^
/
Banking Supervision Regulation
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS); Rosalie Yee (FRS)
RE: RBC -FRSONLYThursday, December 04, 2014 4:05:58 PM
INTERNAL FR
Thats fine. Thanks.
From: George Davis (FRS)
Sent: Thursday, December 04, 2014 4:02 PM
To: Joshua Sherwin; Rosalie Yee (FRS)
Subject: RE: RBC -FRSONLY-
INTERNAL FR
I am not entirely sure. (b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Thursday, December 04, 2014 3:51 PM
To: Davis, George; Yee, Rosalie
Subject: RBC -FRSONLY-
INTERNAL FR
Hey Guys,(b)(5) & (8)
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
&F
Joshua Sherwin
)ORUD$KQ.HYLQ.RVW\N
Betsy Howes-Bean-RH&DUDSLHW
RE: RBC Branch -FRSONLYThursday, December 04, 2014 :5:5 PM
Subject:
Date:
INTERNAL FR
Great thanks. After rereading my message, I realized I wasnt exactly clear. -
(b)(5) In addition,
this sentence pertains solely to RBC's branch application, and therefore, is not responsive to the FOIA request.
INTERNAL FR
Josh,
(b)(5) In addition, this information pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
d
&
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 4, 2014 at
3:46pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 4,
2014 at 3:46pm (above).
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Joshua Sherwin
FW: (b)(5)
the week ending 12-5-14 -FRSONLYFriday, December 05, 2014 3:47:18 PM
2014-12-5 (b)(5)
(Final).pdf
RESTRICTED FR
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Michael Lipman
Sent: Friday, December 05, 2014 3:06 PM
To: Michael Gibson; Maryann Hunter; BSR Officers and Managers
Cc: BSR Community Banking Organizations; BSR Regional Banking Organizations; BSR LBO IBO; BSR
SLHC Section; Janice Branche; Joseph Willcox; Christina Combs; Yao-Chin Chao
Subject: (b)(5)
the week ending 12-5-14 -FRSONLY-
RESTRICTED FR
RESTRICTED FR
Attached for your information is this weeks (b)(5)
From:
To:
Subject:
Date:
Joshua Sherwin
Althea Pieters
RBC US Ops -FRSONLYWednesday, December 10, 2014 5:11:42 PM
INTERNAL FR
HI Althea, I neglected to ask (b)(5)
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Althea Pieters
Joshua Sherwin; Betsy Howes-Bean; Kevin Kostyk
RE: RBC -FRSONLYThursday, December 11, 2014 11:22:24 AM
INTERNAL FR
Thanks Josh. This is helpful.
From: Joshua Sherwin
Sent: Thursday, December 11, 2014 10:14 AM
To: Betsy Howes-Bean; Kevin Kostyk; Althea Pieters
Subject: RBC -FRSONLY-
INTERNAL FR
Good Morning,
I just had a conversation with George Davis in New York and he informed me of the following:
(b)(5) In addition, this information pertains solely to RBC's branch application, and
therefore, is not responsive to the FOIA request.
.
If I hear anything further I will let you know.
Thanks.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Alison Thro
Betsy Howes-Bean
RE: RBC Acquisition -FRSONLYThursday, December 11, 2014 12:45:35 PM
RESTRICTED FR
I dont recall who was present at the meeting. It was a meet and greet with a relatively new
CEO of the bank. Nothing formal or set.
From: Betsy Howes-Bean
Sent: Thursday, December 11, 2014 12:44 PM
To: Alison Thro
Subject: RE: RBC Acquisition -FRSONLY-
RESTRICTED FR
I heard from Kwayne that they met with Scott? I dont think I was involved.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Alison Thro
Sent: Thursday, December 11, 2014 12:43 PM
To: Betsy Howes-Bean
Subject: FW: RBC Acquisition -FRSONLY-
RESTRICTED FR
Betsy, didnt we meet with RBC reps about this proposed transaction about a month or so
ago?
From: Ivan Hurwitz (FRS)
Sent: Thursday, December 11, 2014 12:12 PM
To: Betsy Howes-Bean; Alison Thro
Subject: RBC Acquisition -FRSONLY-
RESTRICTED FR
Have you guys had any discussions with Royal Bank of Canada regarding a proposed acquisition of
(b)(5)
City National Bank (a $32b national bank in Los Angeles)?
From:
To:
Cc:
Subject:
Date:
Meadow, Patricia
Hurwitz, Ivan
Yee, Rosalie; Davis, George
RE: RBC Acquisition -FRSONLYThursday, December 11, 2014 3:28:27 PM
Thanks Ivan we will reach out to the bank and set up a meeting.
Pat
RESTRICTED FR
RESTRICTED FR
Pat,
I contacted Board Applications (Betsy Howes-Bean) and Board Legal (Alison Thro) to see if they had
heard about RBCs proposed acquisition of City National Bank, which you mentioned to me this
morning. Alison had attended a meeting with RBC about a month ago during which RBC mentioned
they were interested in doing an acquisition and were considering targeting City National, but at that
(b)(5)
point,
. Betsy was not at that meeting (nor was
anyone else from Board BS&R), and she had no further info.
I would suggest contacting the bank and requesting they come in for a meeting to discuss the
acquisition. We could conference in Board staff for the meeting.
-Ivan
From:
To:
Subject:
Date:
Alison Thro
Ivan Hurwitz (FRS); Betsy Howes-Bean
RE: RBC Acquisition -FRSONLYThursday, December 11, 2014 3:35:54 PM
RESTRICTED FR
The meeting principally was a meet and greet with Scott and RBCs relatively new CEO. The
City National idea was floated but not discussed extensively.
From: Ivan Hurwitz (FRS)
Sent: Thursday, December 11, 2014 3:06 PM
To: Alison Thro; Betsy Howes-Bean
Subject: RE: RBC Acquisition -FRSONLY-
RESTRICTED FR
(b)(5)
Ok, thanks. Ill
see if we can get more info and perhaps have RBC
(b)(5)
come in for a meeting to discuss the proposal.
RESTRICTED FR
I was at the meeting, more than a month ago. At that point, RBC was in the very preliminary
(b)(5)
stages of selecting City National as a target
(b)(5)
RESTRICTED FR
I heard just yesterday that RBC met with Scott Alvarez about this acquisition but I dont believe
anyone from S&R was at the meeting.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From:
To:
Cc:
Subject:
Date:
Meadow, Patricia
Parks, Silvia
Arbuthnott, Marilyn; Smith, David A
RE: RBC Acquisition -FRSONLYFriday, December 12, 2014 10:08:18 AM
Thanks Ivan is the one and we should go to the meeting as well as(b)(5)
RESTRICTED FR
Pat,
I will direct the bank to contact the proper people in Applications in NY and at the Board.
(b)(5)
RBC has talked about the application to Scott Alvarez at the Board.
(b)(4), (5) & (8)
.
.
(b)(4) & (5)
I will set up a meeting between RBC and Applications and write a brief update for Sarah today.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Meadow, Patricia
Sent: Friday, December 12, 2014 09:53 AM
To: Parks, Silvia
Cc: Arbuthnott, Marilyn
Subject: FW: RBC Acquisition -FRSONLY-
Hi Silvia,
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on December 11, 2014 at
3:28pm (above).
From:
To:
Subject:
Date:
Meadow, Patricia
Hurwitz, Ivan
RE: RBC Acquisition -FRSONLYFriday, December 12, 2014 10:25:24 AM
RESTRICTED FR
Thanks. I would only suggest that Silvia direct the bank to contact just us in New York rather than
(b)(5)
the Board. Since well loop in the Board, theres no need for RBC to do so.
(b)(5)
From: Meadow, Patricia
Sent: Friday, December 12, 2014 10:11 AM
To: Hurwitz, Ivan
Subject: FW: RBC Acquisition -FRSONLY-
FYI
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 12, 2014 at
10:08am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December
12, 2014 at 10:08am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 12, 2014 at
10:08am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 11, 2014
at 3:28pm (above).
From:
To:
Subject:
Date:
Attachments:
Hurwitz, Ivan
Kalstein, Michele
FW: (b)(5)
Report -FRSONLYFriday, December 12, 2014 4:03:37 PM
12.14 (b)(5)
Report.pdf
RESTRICTED FR
(b)(5)
RESTRICTED FR
Good morning,
Please find attached the latest version of the (b)(5)
t Report.
Thank you,
Stephanie Ruiz
Enforcement, Litigation and Investigations
Federal Reserve Bank of New York
(t) 212-720-5175
(f) 212-720-8709
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Arbuthnott, Marilyn
RE: Planned bank acquisition by RBC -FRSONLYFriday, December 12, 2014 4:05:51 PM
image001.png
image002.png
RESTRICTED FR
Thank you!
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Hi Sarah,
RBC is planning an expansion of the wealth management/high end retail banking business in the U.S.
and has been looking at potential acquisition targets for the past year. (b)(4) & (5) , the firm
identified a prospect, City National Bank, www.cnb.com a $32 billion institution headquartered in
Los Angeles, CA. It is an OCC chartered bank with offices in San Francisco, Nashville and Atlanta, and
(b)(5)
purpose BHC supervised by FRBSF and both entities (b)(5) & (8)
Please let us know if you would like additional details. We will keep you appraised of future
developments.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Attachments:
Parks, Silvia
Dahlgren, Sarah
Meadow, Patricia; Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A
Planned bank acquisition by RBC -FRSONLYFriday, December 12, 2014 4:08:59 PM
image001.png
image003.png
RESTRICTED FR
Hi Sarah,
RBC is planning an expansion of the wealth management/high end retail banking business in the U.S.
and has been looking at potential acquisition targets for the past year. (b)(4) & (5) , the firm
identified a prospect, City National Bank www.cnb.com, a $32 billion institution headquartered in
Los Angeles, CA. It is an OCC chartered bank with offices in LA, NY, San Francisco, Nashville and
Atlanta, and is known as (b)(5)
. The bank
(b)(4)
&
(8)
has a single purpose BHC supervised by FRBSF and both entities
.
(b)(4) & (5)
Please let us know if you would like additional details. We will keep you appraised of future
developments.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
RE: (b)(5)
Report -FRSONLYFriday, December 12, 2014 6:21:18 PM
RESTRICTED FR
Great, thanks.
From: Yee, Rosalie
Sent: Friday, December 12, 2014 5:30 PM
To: Hurwitz, Ivan
Cc: Davis, George
Subject: Re: (b)(5)
Report -FRSONLY-
I talked to someone in ElPI about this earlier this year before RBC came in with their branch
application.
RESTRICTED FR
Great, thanks for the info.
From: Kalstein, Michele
Sent: Friday, December 12, 2014 4:24 PM
To: Hurwitz, Ivan
Subject: RE: (b)(5)
Report -FRSONLY-
RESTRICTED FR
I(b)(4), (5) &
(8)
DUPLICATE - An identical copy of this email is contained in the email chain on December 3, 2014 at
4:03pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 3, 2014 at
4:03pm (above).
From:
To:
Subject:
Date:
Joshua Sherwin
Kevin Kostyk; Flora Ahn; Joe Carapiet
RBC Update -FRSONLYMonday, December 15, 2014 2:28:16 PM
INTERNAL FR
Hi Everyone,
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Hurwitz, Ivan
Re: Meeting with RBC re acquisition -FRSONLYTuesday, December 16, 2014 4:23:48 PM
image002.png
RESTRICTED FR
Silvia,
Rosalie and George will be assigned to the application, so ideally, they should be at the meeting. It
looks like both of them are available the week of the 29th. If theyre not available, there are others
in Applications who can cover for them.
We do not have a specific list of questions or particular format for this type of meeting, and we
usually leave it up to the applicant bank to decide what to present. Generally, however, an
applicant bank will put together a power point presentation giving some background information on
the applicant and the target, discuss the banks business plans and reasons for the acquisition,
discuss the results of their due diligence and any issues that came up, discuss what the organization
would look like and how it would operate on a combined basis, etc. An applicant will also usually
discuss the factors that we are required to consider in an M&A application (i.e., the financial and
managerial resources of the applicant and target, competition, convenience and needs of the
community, BSA/AML compliance, and financial stability), paying particular attention to any factors
that they believe could be problematic.
Its up to RBC to decide who from RBC should attend. It varies from bank to bank. One
consideration is size of the applicant: smaller banks will usually have higher level people attend.
Another consideration is the size/importance of the acquisition: the bigger the deal, the higher the
level of people who attend. Obviously, RBC should bring people who are capable about talking
about the acquisition and addressing the points discussed above. Usually, an applicant will bring
their attorneys either in-house or outside counsel. I assume RBC will have outside counsel
prepare the application, and if thats the case, they should attend.
In addition to inviting Rosalie and George, please invite Rosanne (or someone to cover for her). You
and an officer from FISG should attend. (b)(5)
.
Hope this helps. Let us know if you have any other questions.
RESTRICTED FR
Hi Ivan,
As a follow up to our conversation last week, I spoke to RBC and they would like to set up a meeting,
possibly the week of December 29, to discuss the details of the acquisition and the application
requirements.
I want to see if that week works and also if we can give the firm some guidance as far as what they
should present and what details we would like to obtain.
Is there a scope, or list of questions we would like to have answered? Who from RBC should be at
the meeting? The firm wanted to send the CEO, but I would think the folks in charge of working on
the application should be the ones talking to us.
As background, this is a $30 billion acquisition of City National Bank in Los Angeles, CA. (b)(4) &
(5)
.
Thank you for your help.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Meeting the week of Dec 29 -ZFRSSEWednesday, December 17, 2014 6:34:17 AM
[frbny-email-signature-logo]
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358 |
M...917.273.2147
E--.silvia.parks@ny.frb.org<mailto:silvia.parks@ny.frb.org>
33 Liberty Street, New York, NY 10045 | newyorkfed.org<http://www.newyorkfed.org/>|
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
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From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Meeting the week of Dec 29 -ZFRSSEWednesday, December 17, 2014 8:37:31 AM
*
We do not have a specific list of questions or particular format for this type of meeting, and we usually leave
it up to the applicant bank to decide what to present. Generally, however, an applicant bank will put together a
power point presentation giving some background information on the applicant and the target, discuss the bank's
business plans and reasons for the transaction, discuss the results of their due diligence and any issues that came up,
discuss what the organization would look like and how it would operate on a combined basis, etc.
*
An applicant will also usually discuss the factors that we are required to consider in an M&A application (i.e.,
the financial and managerial resources of the applicant and target, competition, convenience and needs of the
community, BSA/AML compliance, and financial stability), paying particular attention to any factors that they
believe could be problematic.
*
It's up to RBC to decide who should attend. It should be people who are capable about talking about the
transaction and addressing the points discussed above. Usually, an applicant will bring their attorneys - either inhouse or outside counsel. If outside counsel will prepare the application, they should attend the meeting as well.
*
Participation of your CEO is not required. If he decides to attend I will try to get Sarah Dahlgren, head of
Supervision (FISG) or Pat Meadow to attend. If not, on our side the attendees will be from FRBNY Applications
and Legal, Board (Mike Gibson or delegate), plus myself and a Supervision Officer.
As far as timing, Dec 29 or 30 would work best for us.
Hope this helps. Let me know if you have any other questions.
Regards,
Silvia Parks | Supervisory Manager
[frbny-email-signature-logo]
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358 |
M...917.273.2147
E--.silvia.parks@ny.frb.org<mailto:silvia.parks@ny.frb.org>
33 Liberty Street, New York, NY 10045 | newyorkfed.org<http://www.newyorkfed.org/>|
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confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
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From:
To:
Subject:
Date:
Attachments:
Hurwitz, Ivan
Akal, John
RE: Request for Topics for Thursday"s Meeting/Call with Legal/Apps/FISG/Board -FRSONLYWednesday, December 17, 2014 3:50:25 PM
image002.png
John,
For both the NY and NY/Board portions:
1) Not Responsive - concerns entirely unrelated applications/matters
involving other institutions; also (b)(5)
2)
3) Royal Bank of Canada proposed acquisition
You can start the meeting at 9:15. Thanks.
From: Akal, John
Sent: Tuesday, December 16, 2014 9:05 AM
To: NY Legal-Apps Thursday Call; NY Legal-Bank Sup Thursday Call; NY Legal-Board Thursday Call - 1;
NY Legal-Board Thursday Call - 2
Subject: Request for Topics for Thursday's Meeting/Call with Legal/Apps/FISG/Board -FRSONLY-
Please provide me with any topics you would like discussed at this weeks meeting by noon on
Wednesday, indicating whether you would like these topics discussed in the New York portion of
the meeting or with Board staff.
Best Regards,
M...(b)(6)
F--.212.720.1608
E--.john.akal@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Akal, John
NY Legal-Apps Thursday Call; NY Legal-Bank Sup Thursday Call; NY Legal-Board Thursday Call - 1; NY Legal-Board Thursday Call - 2
Legal/Apps/FISG/Board Meeting - December 18, 2014, NY attendees will meet at 9:15 am in 27th Floor-33 Maiden Lane- Bank Applications Conference Room -FRSONLYWednesday, December 17, 2014 4:01:46 PM
image001.png
RESTRICTED FR
Please note that the NY portion will begin at 9:15 am and the NY/Board portion will begin at 9:30am. The meeting will take place in the 27th Floor- 33
Maiden Lane- Bank Applications Conference Room.
NY Only
1) Not Responsive - concerns entirely unrelated applications/
2) matters involving other institutions; also (b)(5)
3) Royal Bank of Canada Proposed Acquisition
NY & Board
1) Not Responsive - concerns entirely unrelated applications/
2) matters involving other institutions; also (b)(5)
3) Royal Bank of Canada Proposed Acquisition
********************************************************************************************************************************
Dial-in Information:
Toll Free Dial In Number: (b)(6)
Host Code: (b)(6)
(b)(5); In addition, this sentence doesnt discuss the RBC application to acquire City National and,
therefore, is not responsive to the FOIA request.
.
M... (b)(6)
F--.212.720.1608
E--.john.akal@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Hurwitz, Ivan
Davis, George
Yee, Rosalie
RE: RBC -FRSONLYWednesday, December 17, 2014 4:01:48 PM
Ok, thanks.
From: Davis, George
Sent: Wednesday, December 17, 2014 3:42 PM
To: Hurwitz, Ivan
Cc: Yee, Rosalie
Subject: RBC -FRSONLY-
This email has been withheld in full pursuant to exemption 5. In addition, the majority of the
information discussed in this email pertains solely to RBC's federal branch application in New
Jersey and would not have been considered in the context of the City National application, and
therefore, would not be responsive to the FOIA request.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Hurwitz, Ivan
Sent: Wednesday, December 17, 2014 11:30 AM
To: Davis, George
Subject: Not Responsive - concerns entirely unrelated applications/matters
involving other institutions; also (b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other
institutions; also (b)(5)
In other matters, what is the status of the RBC branch case and the status of you memo?
From: Davis, George
Sent: Wednesday, December 17, 2014 11:01 AM
To: Hurwitz, Ivan
Subject: Not Responsive - concerns entirely unrelated applications/matters
involving other institutions; also (b)(5)
Ivan,
Regards,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Notaro, Rosanne
RE: Meeting with RBC re acquisition -FRSONLYWednesday, December 17, 2014 5:22:26 PM
image001.png
RESTRICTED FR
Thanks, Rosanne.
I will follow up with Richard.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Silvia Ill be out on vacation, so maybe Rich can arrange for another lawyer that is in that
week to cover. (I think Rich is out as well).
RESTRICTED FR
Ivan, Rosanne,
Tuesday, December 30 is the most likely date, unless something changes. Please let me know if you
have a preferred start time for a 90 minute meeting (it can be longer if you think it is necessary).
Also, please let me know who at the Board should be included. The CEO will not be attending and is
trying to schedule a meeting with Scott Alvarez and Mike Gibson at the Board on January 5th.
Thank you.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Notaro, Rosanne
Sent: Tuesday, December 16, 2014 01:02 PM
To: Hurwitz, Ivan; Parks, Silvia
Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
Subject: RE: Meeting with RBC re acquisition -FRSONLY-
RESTRICTED FR
Silvia I am out that week (except maybe Friday), but we may be able to find someone from Legal
who can cover.
From: Hurwitz, Ivan
Sent: Tuesday, December 16, 2014 12:5 PM
To: Parks, Silvia
Cc: Yee, Rosalie; McCune, Crystall; Notaro, Rosanne; Davis, George; Steffey, Brian
Subject: RE: Meeting with RBC re acquisition -FRSONLY-
RESTRICTED FR
Silvia,
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
RESTRICTED FR
Hi Ivan,
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at
4:23pm (above).
From:
To:
Subject:
Date:
Attachments:
Smith, David A
Parks, Silvia
Re: Meeting with RBC on upcoming acquisition -FRSONLYThursday, December 18, 2014 11:40:23 AM
image001.png
No issue.
RESTRICTED FR
Hi David,
I am trying to set up a meeting between RBC and Applications regarding the planned acquisition
(Project Laker). It looks like it will be on December 30th, not sure about the time yet.
I was told by Framil that you would be in. Let me know if you have any issues with this. Thanks.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Hurwitz, Ivan
RE: Meeting with RBC re acquisition -FRSONLYThursday, December 18, 2014 1:26:18 PM
image002.png
RESTRICTED FR
Thanks so much, Ivan.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Silvia,
I will be out on vacation, but Rosalie and George will be in the office and should be invited. You can
do a search of their calendars for any conflicts.
Please also include Alison Thro and Michael Waldron of Board Legal and Betsy Howes-Bean of Board
Applications on the meeting invite. They or their delegees will dial in if you include a dial-in number.
Thanks.
From: Parks, Silvia
Sent: Wednesday, December 17, 2014 4:24 PM
To: Notaro, Rosanne; Hurwitz, Ivan
Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
Subject: RE: Meeting with RBC re acquisition -FRSONLY-
RESTRICTED FR
Ivan, Rosanne,
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at
5:22pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at
5:22pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
(above).
RESTRICTED FR
Silvia,
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Meeting on Dec 30 -ZFRSSEFriday, December 19, 2014 1:06:57 AM
--- Originally sent by silvia.parks@ny.frb.org on Dec 18, 2014 10:13 AM --Hi Francine,
We should agree on a time, however tentative, for the meeting. I would suggest 90 minutes starting at 11am or 2pm,
if you prefer the afternoon. We understand that circumstances may change, but I need to start making arrangements
for a room and security access. I am happy to work with anyone in your staff on this.
These are the details I need:
1.
2.
3.
In addition to the topics outlined in my prior email, I can add that Supervision is particularly interested in the
following aspects:
a.
(b)(8)
This is what comes to mind at the moment. I will let you know if we have more questions.
Thank you.
Regards,
Silvia Parks | Supervisory Manager
[frbny-email-signature-logo]
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From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Meeting on Dec 30 -ZFRSSEFriday, December 19, 2014 1:24:05 AM
Thank you Silvia. We just completed the first day of diligence so now have the list of people who would attend our
metings in New York Our preference would be Dec 30 in the morning. Attendees are:
Mike Dobbins, EVP Product Development, RBC
Anthony Pagano, Senior Counsel, RBC
Nick Tomovski, SVP Finance, RBC
Stephen DeCicco, US CFO, RBC
Mark Hughes, Chief Risk Officer, RBC
Jason Drysdale, SVP Enterprise Risk, RBC
David Power, Corporate Treasury, RBC
Howard Plotkin, VP Global Compliance Capital Markets and US CCO, RBC
Shawn Maher, VP & Managing Director, Regulatory & Government Affairs USA, RBC
Francine Blackburn, EVP Regulatory & Government Affairs and Chief Compliance Officer, RBC
Don Toumey, Sullivan Cromwell
Howard, as I do not have access to the enterprise directory, please ensure all above titles are up to date. Thanks.
Francine
--- Originally sent by silvia.parks@ny.frb.org on Dec 18, 2014 10:13 AM ---
DUPLICATE - An identical copy of this email is contained in the email chain on December 19,
2014 at 1:06am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:06am (above).
From:
To:
Subject:
Date:
Attachments:
Althea Pieters
Parks, Silvia
RE: RBC meeting confirmed for Dec 30 at 11am -FRSONLYFriday, December 19, 2014 9:24:49 AM
image001.png
image002.png
RESTRICTED FR
YesI did. However with Betsy it may not be necessary to invite the others. Betsy reports to Mike
Sexton and she is Joshs Manager.
From: Silvia Parks (FRS)
Sent: Friday, December 19, 2014 9:22 AM
To: Althea Pieters
Subject: RE: RBC meeting confirmed for Dec 30 at 11am -FRSONLY-
RESTRICTED FR
Thanks, Althea.
I just recalled that you had mentioned Josh Sherwin and Mike Sexton. Let me know if we need to
extend the invite to them. There will be a dial-in number.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Thanks Silvia,
RESTRICTED FR
Hi Althea,
The meeting is confirmed for 11am. Can you help me figure out who else from Board should be
included on the invite? I have a few attendees (bottom of the list) requested by our Applications
folks and you.
Thank you!
Attendees (11 external):
Mike Dobbins, EVP Product Development, RBC
Anthony Pagano, Senior Counsel, RBC
Nick Tomovski, SVP Finance, RBC
Stephen DeCicco, US CFO, RBC
Mark Hughes, Chief Risk Officer, RBC
Jason Drysdale, SVP Enterprise Risk, RBC
David Power, Corporate Treasury, RBC
Howard Plotkin, VP Global Compliance Capital Markets and US CCO, RBC
Shawn Maher, VP & Managing Director, Regulatory & Government Affairs USA, RBC
Francine Blackburn, EVP Regulatory & Government Affairs and Chief Compliance Officer, RBC
Don Toumey, Sullivan Cromwell
FRBNY Attendees (5-6):
David Smith, LIFI
Silvia Parks, LIFI
Pat Meadow, LIFI (optional, might dial in)
Marilyn Arbuthnott, LIFI (optional, might dial in)
Rosalie Yee, Applications
George Davis, Applications
Ivan Hurwitz, Applications (optional)
Rosanne Notaro, Legal (not attending, but will delegate someone)
Richard Charlton, Legal (not attending, but will delegate)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Start:
End:
Location:
Parks, Silvia
Smith, David A; Yee, Rosalie; Davis, George; Althea Pieters; Thro, Alison M (BOARD); Waldron, Michael W
(BOARD); Howes-Bean, Betsy E (Board)
Meadow, Patricia; Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Hurwitz, Ivan; Notaro, Rosanne;
Charlton, Richard
Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
When: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building - Room TBD
Note: The GMT offset above does not reflect daylight saving time adjustments.
*~*~*~*~*~*~*~*~*~*
Attendees from RBC and external counsel:
Mike Dobbins, EVP Product Development, RBC
Anthony Pagano, Senior Counsel, RBC
Nick Tomovski, SVP Finance, RBC
Stephen DeCicco, US CFO, RBC
Mark Hughes, Chief Risk Officer, RBC
Jason Drysdale, SVP Enterprise Risk, RBC
David Power, Corporate Treasury, RBC
Howard Plotkin, VP Global Compliance Capital Markets and US CCO, RBC
Shawn Maher, VP & Managing Director, Regulatory & Government Affairs USA, RBC
Francine Blackburn, EVP Regulatory & Government Affairs and Chief Compliance Officer, RBC
Don Toumey, Sullivan & Cromwell
From:
To:
Subject:
Date:
Davis, George
Parks, Silvia
Automatic reply: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYFriday, December 19, 2014 9:48:20 AM
I am currently out of the office. I will be returning on December 29, 2014. If you have an urgent matter, please call 212720-8842.
From:
To:
Subject:
Start:
End:
Location:
Smith, David A
Parks, Silvia
Accepted: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
From:
To:
Cc:
Subject:
Start:
End:
Location:
Parks, Silvia
McCune, Crystall; Smith, David A; Yee, Rosalie; Davis, George; Althea Pieters; Thro, Alison M (BOARD); Waldron,
Michael W (BOARD); Howes-Bean, Betsy E (Board)
Meadow, Patricia; Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Hurwitz, Ivan; Notaro, Rosanne;
Charlton, Richard
FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
When: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building - Room TBD
Note: The GMT offset above does not reflect daylight saving time adjustments.
*~*~*~*~*~*~*~*~*~*
From:
To:
Subject:
Start:
End:
Location:
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Alison Thro
Parks, Silvia
Accepted: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Michael Waldron
Parks, Silvia
Accepted: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
From:
To:
Subject:
Start:
End:
Location:
From:
To:
Cc:
Subject:
Date:
Michael Gibson
Kwayne Jennings
Althea Pieters
RE: Follow up
Friday, December 19, 2014 4:11:35 PM
Thanks.
-----Original Message----From: Kwayne Jennings
Sent: Friday, December 19, 2014 3:01 PM
To: Michael Gibson
Cc: Althea Pieters
Subject: RE: Follow up
Hi Mike,
Althea Pieters will prepare a briefing memo for you prior to the January meeting.
thanks
-----Original Message----From: Michael Gibson
Sent: Friday, December 19, 2014 2:07 PM
To: Kwayne Jennings
Subject: Follow up
Kwayne,
Just to follow up on what you asked me about earlier, (b)(5) & (8)
.
Thanks,
Mike
From:
To:
Subject:
Start:
End:
Location:
Yee, Rosalie
Parks, Silvia
Accepted: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
From:
To:
Cc:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
Rosalie Yee (FRS)
RE: RBC -FRSONLYFriday, December 19, 2014 4:42:32 PM
INTERNAL FR
From 2005 to the present.
From: George Davis (FRS)
Sent: Wednesday, December 17, 2014 3:55 PM
To: Joshua Sherwin
Cc: Rosalie Yee (FRS)
Subject: FW: RBC -FRSONLY-
INTERNAL FR
(b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, December 16, 2014 5:57 PM
To: Davis, George
Subject: Re: RBC -FRSONLY-
(b)(5)
INTERNAL FR
(b)(5)
information.
. Josh has all the information he needs. It will take a little time to go through the
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, December 16, 2014 8:18 AM
To: Davis, George
Subject: Fw: RBC -FRSONLY-
INTERNAL FR
Hey George and Rosalie, (b)(5)
.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Parks, Silvia
RE: Meeting with RBC re acquisition -FRSONLYMonday, December 22, 2014 10:43:52 AM
image001.png
RESTRICTED FR
We can include Betsy Howes Bean, Alison Thro and Mike Waldron from Board staff. I have no
preference for times.
From: Parks, Silvia
Sent: Wednesday, December 17, 2014 4:24 PM
To: Notaro, Rosanne; Hurwitz, Ivan
Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
Subject: RE: Meeting with RBC re acquisition -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
(above).
RESTRICTED FR
Silvia,
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
(above).
From:
To:
Cc:
'DWH
Subject:
Catherine, are you availableRosanne recommended you to cover this meeting for her. Please let me know. Thanks.
Richard E. Charlton
Counsel and Vice President
Federal Reserve Bank of New York
(212) 720-2867
(m) (917) 539-8697
HYPERLINK "mailto:richard.charlton@ny.frb.org" richard.charlton@ny.frb.org
Any views expressed are those of the author and do not necessarily reflect the position of the Federal Reserve Bank of New York or the Federal
Reserve System.
From:
To:
Subject:
Start:
End:
Location:
From:
To:
Cc:
Subject:
INTERNAL FR
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Joshua Sherwin
Parks, Silvia
Accepted: FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
From:
To:
Subject:
Date:
Alison Thro
Scott Alvarez; Michael Sexton
RE: Following up re: meeting on January 5th. -FRSONLYTuesday, December 23, 2014 8:14:00 AM
INTERNAL FR
Scott, Ill be there! Thanks, and happy holidays! --Alison
From: Scott Alvarez
Sent: Tuesday, December 23, 2014 8:04 AM
To: Alison Thro; Michael Sexton
Subject: FW: Following up re: meeting on January 5th. -FRSONLY-
INTERNAL FR
Alison and Mike,
Are you available to join me for a meeting Monday, January 5 at 9:30am with the folks at
RBC? They want to talk about a merger proposal. Bring anyone you think should come.
Hope you have a wonderful Holiday!
Thanks!
Scott
Kind regards,
Shawn
From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
Sent: 2014, December, 19 6:24 PM
To: Maher, Shawn
Cc: Valerie Delaney
Subject: RE: Following up on call last week
Shawn,
Thanks! Have a great Holiday!
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Friday, December 19, 2014 5:29 PM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: RE: Following up on call last week
Scott,
Just to update you, we are looking to meet with the FRBNY on Dec. 30th. We will forward to you the
materials that we are preparing for that meeting as soon as they are ready. Assuming were then
able to meet with you and your colleagues in Washington on January 5th, wed plan to discuss those
materials and answer any questions about them. (b)(4)
. Needless to say, please let me
know if you have any questions or concerns about this proposed timeline. We certainly want to be
sensitive to any concerns you may have.
I hope you have a good weekend.
Kind regards,
Shawn
Shawn,
Happy to meetValerie will help find a time that works for all. I have no problem with you
meeting with FRBNY whenever it works for you.
Hope you have a great holiday season!
All the best!
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Tuesday, December 16, 2014 5:51 PM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: Following up on call last week
Scott,
Thanks again for taking a few minutes to speak last week about a meeting with our CEO, Dave
McKay, and some other senior executives.
We had discussed a possible meeting next Monday or Tuesday with you, Mike Gibson and/or Mikes
designee(s), and possibly others. For reasons Im happy to discuss off-line, it now appears that next
Monday or Tuesday will not work on our end. Would it be possible to meet on Monday, January 5th
in the early afternoon say, 1pm?
Also, the NY Fed has asked to meet on this matter. We are in the process of scheduling a meeting at
some point during the week of the 29th or week of January 5th; Dave McKay will likely not attend.
Please let me know if you have any questions or concerns about this particular meeting.
Thanks, as always, for your consideration.
Kind regards,
Shawn
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
To: 'Scott Alvarez'
Subject: Follow-up from August 27 meeting
Dear Scott:
On August 27th, you were kind enough to meet with Dave McKay, RBCs President and CEO, and
several others (b)(4)
. I am writing to ask if you have a few minutes to
speak by phone over the next day or so in order for me to update you on the status of that matter. I
dont envision the call lasting more than 5-10 minutes.
Thanks for your consideration. I hope all is well with you. Congratulations on the successful vote
today on the GSIB proposal.
Kind regards,
Shawn
Shawn Maher
Managing Director and Head of
Regulatory & Government Affairs, USA
Royal Bank of Canada
Three World Financial Center
200 Vesey Street
New York, NY 10281
Tel.: 202-263-3481
Cell: (b)(6)
shawn.maher@rbccm.com
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
If you received this E-Mail in error, please delete it and advise the sender (by return E-Mail or otherwise) immediately.
This E-Mail (including any attachments) has been scanned for viruses.
It is believed to be free of any virus or other defect that might affect any computer system into which it is received and opened.
However, it is the responsibility of the recipient to ensure that it is virus free.
The sender accepts no responsibility for any loss or damage arising in any way from its use.
E-Mail received by or sent from RBC Capital Markets is subject to review by Supervisory personnel.
Such communications are retained and may be produced to regulatory authorities or others with legal rights to the information.
IRS CIRCULAR 230 NOTICE: TO COMPLY WITH U.S. TREASURY REGULATIONS, WE ADVISE YOU THAT ANY U.S. FEDERAL TAX ADVICE
INCLUDED IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, TO AVOID ANY U.S. FEDERAL TAX
PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.
From:
To:
Cc:
Subject:
Date:
Maher, Shawn
Scott Alvarez
Valerie Delaney
Re: Following up re: meeting on January 5th.
Tuesday, December 23, 2014 8:24:55 AM
Shawn,
I could meet at 9:30 on Monday, January 5. Ill need to check with my BS&R colleagues and
get back to youbut lets shoot for 9:30.
Hope you have a great Holiday!
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Monday, December 22, 2014 5:46 PM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: RE: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am (above).
Shawn
From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
Sent: 2014, December, 19 6:24 PM
To: Maher, Shawn
Cc: Valerie Delaney
Subject: RE: Following up on call last week
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
Shawn
From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
Sent: 2014, December, 16 6:43 PM
To: Maher, Shawn
Cc: Valerie Delaney
Subject: RE: Following up on call last week
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am (above).
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
If you received this E-Mail in error, please delete it and advise the sender (by return E-Mail or otherwise) immediately.
This E-Mail (including any attachments) has been scanned for viruses.
It is believed to be free of any virus or other defect that might affect any computer system into which it is received and opened.
However, it is the responsibility of the recipient to ensure that it is virus free.
The sender accepts no responsibility for any loss or damage arising in any way from its use.
E-Mail received by or sent from RBC Capital Markets is subject to review by Supervisory personnel.
Such communications are retained and may be produced to regulatory authorities or others with legal rights to the information.
IRS CIRCULAR 230 NOTICE: TO COMPLY WITH U.S. TREASURY REGULATIONS, WE ADVISE YOU THAT ANY U.S. FEDERAL TAX ADVICE
INCLUDED IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, TO AVOID ANY U.S. FEDERAL TAX
PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
If you received this E-Mail in error, please delete it and advise the sender (by return E-Mail or otherwise) immediately.
This E-Mail (including any attachments) has been scanned for viruses.
It is believed to be free of any virus or other defect that might affect any computer system into which it is received and opened.
However, it is the responsibility of the recipient to ensure that it is virus free.
The sender accepts no responsibility for any loss or damage arising in any way from its use.
E-Mail received by or sent from RBC Capital Markets is subject to review by Supervisory personnel.
Such communications are retained and may be produced to regulatory authorities or others with legal rights to the information.
IRS CIRCULAR 230 NOTICE: TO COMPLY WITH U.S. TREASURY REGULATIONS, WE ADVISE YOU THAT ANY U.S. FEDERAL TAX ADVICE
INCLUDED IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, TO AVOID ANY U.S. FEDERAL TAX
PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Kwayne Jennings (kwayne.jennings@frb.gov)
RBC meeting -FRSONLYTuesday, December 23, 2014 8:43:12 AM
INTERNAL FR
Just FYI - Scott Alvarez invited Mike Sexton to the meeting on Jan 5 with RBC.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From:
To:
Subject:
Date:
Michael Sexton
Scott Alvarez; Alison Thro
RE: Following up re: meeting on January 5th. -FRSONLYTuesday, December 23, 2014 8:57:53 AM
INTERNAL FR
Scott
Betsy Howes-Bean and I will attend the meeting. Have a great Holiday.
Mike
From: Scott Alvarez
Sent: Tuesday, December 23, 2014 8:04 AM
To: Alison Thro; Michael Sexton
Subject: FW: Following up re: meeting on January 5th. -FRSONLY-
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
Shawn
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
To: 'Scott Alvarez'
Subject: Follow-up from August 27 meeting
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
If you received this E-Mail in error, please delete it and advise the sender (by return E-Mail or otherwise) immediately.
This E-Mail (including any attachments) has been scanned for viruses.
It is believed to be free of any virus or other defect that might affect any computer system into which it is received and opened.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
(b)(5) -FRSONLYRE: RBC and capital
Tuesday, December 23, 2014 9:49:14 AM
INTERNAL FR
Sure.
From: Betsy Howes-Bean
Sent: Tuesday, December 23, 2014 9:09 AM
To: Joshua Sherwin
(b)(5)
Subject: RBC and capital
-FRSONLYImportance: High
INTERNAL FR
I heard from Mike this morning that RBC is meeting with the general counsel
regarding the City National acquisition on January 5, and as you know RBC is
coming into the Reserve Bank next week. I want to make sure to surface any
(b)(5)
in advance of both those meetings. Could you
put together a quick table with all the relevant ratios for RBC that we can
circulate in advance of the meeting?
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RBC is not a G-SIB as of 11/2014 -FRSONLYTuesday, December 23, 2014 10:08:47 AM
INTERNAL FR
http://www.financialstabilityboard.org/wp-content/uploads/r_141106b.pdf
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Parris, Yvonne
Parks, Silvia; NY FISG LIFI Admin Team
RE: Confirmed Meeting on Dec 30 at 11am-FRSONLYTuesday, December 23, 2014 12:42:00 PM
Yvonne,
Please see below two additional attendees from Sullivan & Cromwell for the RBC meeting on Dec 30.
Also, some of the titles were revised.
Have you heard anything about the room yet? Thank you for your help.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Monday, December 22, 2014 06:22 PM
To: Parks, Silvia
Subject: RE: Confirmed Meeting on Dec 30 at 11am-ZFRSSEThis message was sent securely using ZixCorp.
Silvia, in Addition to Don Toumey, Sullivan Cromwell will have 2 additional partners: Rodge
Cohen and Andrew Gerlach.
I have also been informed of changes in the titles I provided last week:
Anthony Pagano, Chief Counsel, M&A
Mike Dobbins: EVP, Personal Finance Canada and US Banking
Thanks,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Dec 19, 2014 4:45 PM ---
Francine,
I confirm our meeting on Tuesday December 30th from 11am to 12:30pm at FRBNY, Main
Building, Maiden Lane entrance. I will be there to greet you at 10:45am.
Please let me know 24 hours in advance if you wish to add attendees to the list. Right now I
am planning for a call-in number but no audio/video equipment. I thought we would work
from paper documents. Let me know if you think otherwise.
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:24am
(above).
--- Originally sent by silvia.parks@ny.frb.org on Dec 18, 2014 10:13 AM --- Hi Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at
1:06am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:06am
(above).
From:
To:
Subject:
Date:
There is a room available only from 11:30. I have it reserved. Please advise.
From: Parks, Silvia
Sent: Tuesday, December 23, 2014 12:24 PM
To: NY FISG LIFI Admin Team; Parris, Yvonne
Subject: Fw: Confirmed Meeting on Dec 30 at 11am-ZFRSSE-
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 12:42pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 12:42pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at
1:24am (above).
--- Originally sent by silvia.parks@ny.frb.org on Dec 18, 2014 10:13 AM --- Hi Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at
1:06am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:06am
(above).
-------------------------------------------------------------------------
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
Updated handout -FRSONLYTuesday, December 23, 2014 1:44:22 PM
INTERNAL FR
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Parris, Yvonne
Re: Royal Bank of Canada - Conference Room Request -FRSONLYTuesday, December 23, 2014 3:02:00 PM
image002.png
The name of the meeting is 'RBC Upcoming Acquisition'. I currently have a placeholder with the
FRBNY and Board invitees from 11 to 12:30. We can move it, but if you can find a room at 11 it
would be preferable.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parris, Yvonne
Sent: Tuesday, December 23, 2014 02:56 PM
To: Parks, Silvia
Subject: RE: Royal Bank of Canada - Conference Room Request -FRSONLY-
I am actually looking into something else. But yes, the conference room is available at
11:30 - ?.
From: Parks, Silvia
Sent: Tuesday, December 23, 2014 2:54 PM
To: Parris, Yvonne
Subject: Re: Royal Bank of Canada - Conference Room Request -FRSONLY-
Angela, please hold it. I will try to contact Silvia Parks who requested this meeting.
She is out of the office, but is checking emails from time to time.
From: Shamel, Angela
Sent: Tuesday, December 23, 2014 1:07 PM
To: Parris, Yvonne
Subject: RE: Royal Bank of Canada - Conference Room Request
Good morning, we request a room for the following, please let me know if anything is
available. Regards
Subject Line: Royal Bank of Canada
Meeting Request: Marilyn Arbuthnott - AVP
Date: December 30, 2014
Time: 11:00 am 1:00 pm
Hosting Officer: Marilyn Arbuthnott AVP
Budget Unit: 8561
Number of Guests: 20 approx.
Business Reason: Discussion with Royal Bank of Canada
In house Attendees: NY FISG Group:
Outside guests: Royal Bank of Canada and Sullivan & Cromwell
Thank you.
M...917.613.5911
E--.yvonne.parris@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Parris, Yvonne
Parks, Silvia
RE: Royal Bank of Canada - Conference Room Request -FRSONLYTuesday, December 23, 2014 3:21:44 PM
image002.png
Yes, that should be fine. Is there any chance that Framil might have booked it already? Because last
week when I sent the email to the mailbox she said she would look into it.
Can you check that?
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parris, Yvonne
Sent: Tuesday, December 23, 2014 03:16 PM
To: Parks, Silvia
Subject: RE: Royal Bank of Canada - Conference Room Request -FRSONLY-
Silvia, I was surprised when I was told there were no other time slots available.
8QIRUWXQDWHO\WKDWVWKHWLPH,ZDVWROGLVDYDLODEOH6R,ZLOOFRQILUPRXUKROGRI
11:30 to 1:00. Okay.
From: Parks, Silvia
Sent: Tuesday, December 23, 2014 3:13 PM
To: Parris, Yvonne
Subject: Re: Royal Bank of Canada - Conference Room Request -FRSONLY-
I need 90 minutes.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parris, Yvonne
Sent: Tuesday, December 23, 2014 03:10 PM
To: Parks, Silvia
Subject: RE: Royal Bank of Canada - Conference Room Request -FRSONLY-
Silvia, from 11:30 until when would be good for you. I, to thought there would be more
availability, considering it December 30
From: Parks, Silvia
Sent: Tuesday, December 23, 2014 2:54 PM
To: Parris, Yvonne
Subject: Re: Royal Bank of Canada - Conference Room Request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 3:02pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
3:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 3:02pm
(above).
From:
To:
Subject:
Date:
Attachments:
Yes, I am in tomorrow, I will confirm with the team who reserves the room.
From: Parks, Silvia
Sent: Tuesday, December 23, 2014 4:41 PM
To: NY FISG LIFI Admin Team
Subject: Re: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Yvonne,
Are you in tomorrow? When will I know if I have to move the meeting? Most of the RBC team is
coming from Canada and they should know before they make their flight arrangements.
Thanks.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: NY FISG LIFI Admin Team
Sent: Tuesday, December 23, 2014 03:53 PM
To: Parks, Silvia
Subject: FW: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Silvia, Framil did make the request, but they never responded to her, so not sure if
they had a room, so I sent an email enquiring about that request.
:HOOJHWDURRPRQHZD\RUDQRWKHU
From: Shamel, Angela
Sent: Tuesday, December 23, 2014 3:46 PM
To: NY FISG LIFI Admin Team
Subject: RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Ok thanks Yvonne
Angela, I am just seeing this request from Framil, which is the same meeting. Do you
have room for this request.
From: Paulino, Framil On Behalf Of NY FISG LIFI Admin Team
Sent: Friday, December 19, 2014 9:47 AM
To: Shamel, Angela
Cc: NY Executive Conference Room Reservation Request
Subject: Dec 30 meeting - 11 am for 1.5 hrs
Hi Angela,
I apologize for the last notice but we need a room for a meeting with the following parameters:
Date: Dec 30th
Time: 11 am-12:30 pm
Host: David Smith- officer in FISG
Number of guests: 20
B.U. 8453
Let me know.
Framil Paulino | Executive Assistant A
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.5844
T--.646.720.5844 (alternate)
M.. (b)(6)
E--.framil.paulino@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
Handout -FRSONLYTuesday, December 23, 2014 4:05:55 PM
RBC_Capital.pdf
INTERNAL FR
(b)(5)
See attached.
(b)(5)
(b)(5)
(b)(5)
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Cc:
Subject:
Date:
Attachments:
Michael Sexton
Scott Alvarez
Alison Thro
RBC Briefing Information -FRSONLYWednesday, December 24, 2014 9:19:03 AM
Relevant facts in consideration of potential section 3 from RBC.pdf
INTERNAL FR
Scott
I have attached some information regarding RBC in advance of the January 5 meeting.
Mike
From: Joshua Sherwin
Sent: Tuesday, December 23, 2014 5:24 PM
To: Michael Sexton
Cc: Betsy Howes-Bean
Subject: RBC Meeting Prep -FRSONLY-
INTERNAL FR
Hey Mike,
Betsy thought it might be a good idea to prepare a quick briefing in advance of the meeting with RBC
on January 5. Attached are a handful of relevant bullets along with a few tables that detail the
acquirer/target ratings and recent financials.
I am out tomorrow but I will have my computer so feel free to ping me if you have further questions.
Happy Holidays!
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
Relevant facts in consideration of potential section 3 from RBC for City National Bank, Los Angeles, CA
x (b)(5) & (8)
x
From:
To:
Cc:
Subject:
Date:
Michael Sexton
Joshua Sherwin
Betsy Howes-Bean
RE: RBC Meeting Prep -FRSONLYWednesday, December 24, 2014 9:19:19 AM
INTERNAL FR
Thanks. This is very helpful.
From: Joshua Sherwin
Sent: Tuesday, December 23, 2014 5:24 PM
To: Michael Sexton
Cc: Betsy Howes-Bean
Subject: RBC Meeting Prep -FRSONLY-
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain directly before this page.
From:
To:
Subject:
Start:
End:
Location:
McCune, Crystall
Parks, Silvia
Declined: FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building - Room TBD
Please keep me in the loop about this case with regards to the powerpoint presentation distributed at this meeting. I would like to save any documents
to our files. Happy Holidays and thank you.
From:
To:
Cc:
Subject:
Date:
Attachments:
Parris, Yvonne
Shamel, Angela
Paulino, Framil; Parks, Silvia
RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLYWednesday, December 24, 2014 12:51:26 PM
image002.png
Hi Angela, I would love to send out the location info to invitees and additional invitees
before I leave today, if you could forward the room, it would be greatly appreciated.
Thanks
From: Parris, Yvonne
Sent: Wednesday, December 24, 2014 11:13 AM
To: Shamel, Angela
Cc: Paulino, Framil; Parks, Silvia
Subject: RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Angela, this will work for us. 11:00 for one and half hours 12-15 people at the table,
everyone else round the room.
Perfect. Once you send me the room info I will send out the invite.
Very much appreciated.
From: Shamel, Angela
Sent: Wednesday, December 24, 2014 10:34 AM
To: Parris, Yvonne; Paulino, Framil
Cc: Shamel, Angela
Subject: RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Angela please confirm if you had a room for Framil for 11:00, if not I will let my client
know that its definitely 11:30 1:00.
Thanks so much.
From: Shamel, Angela
Sent: Tuesday, December 23, 2014 3:46 PM
To: NY FISG LIFI Admin Team
Subject: RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-
Ok thanks Yvonne
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 4:57pm
(above).
From:
To:
Cc:
Subject:
INTERNAL FR
From:
To:
Subject:
Joshua Sherwin
NY FISG LIFI Admin Team
Accepted: RBC meeting re upcoming acquisition - Details -FRSONLY-
From:
To:
Subject:
Date:
Parks, Silvia
Sherwin, Joshua M (Board)
RE: FW: RBC meeting re upcoming acquisition - Details -FRSONLYMonday, December 29, 2014 9:54:34 AM
INTERNAL FR
Yes. I will update later today with a call-in number and a document from the firm.
Regards,
Silvia Parks | Supervisory Manager
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
To: NY FISG LIFI Admin Team; David A Smith (FRS); Silvia Parks (FRS); Rosalie Yee (FRS); George Davis
(FRS); Althea Pieters; Alison Thro; Michael Waldron; Betsy Howes-Bean; Ivan Hurwitz (FRS); Rosanne Notaro
(FRS); Richard Charlton (FRS); francine.blackburn@rbc.com; howard.plotcin@rbccm.com
Cc: Patricia Meadow (FRS); Marilyn Arbuthnott (FRS)
Subject: RBC meeting re upcoming acquisition - Details
When: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building: 33 Liberty Street - 11th floor Conference room A
From:
To:
Subject:
Start:
End:
Location:
Parks, Silvia
NY FISG LIFI Admin Team
Accepted: Fw: FW: RBC meeting re upcoming acquisition - Details -FRSONLYTuesday, December 30, 2014 11:00:00 AM
Tuesday, December 30, 2014 12:30:00 PM
Main Building: 33 Liberty Street - 11th floor Conference room A
From:
To:
Subject:
INTERNAL FR
Alison Thro
NY FISG LIFI Admin Team
Accepted: RBC meeting re upcoming acquisition - Details -FRSONLY-
From:
To:
Subject:
Date:
Alison Thro
Silvia Parks (FRS)
RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYMonday, December 29, 2014 10:31:08 AM
INTERNAL FR
Terrific; thank you!
From: Silvia Parks (FRS)
Sent: Monday, December 29, 2014 10:27 AM
To: Alison Thro
Subject: RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-
INTERNAL FR
Alison,
We will add a call in number shortly.
Regards,
Silvia Parks | Supervisory Manager
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 |
newyorkfed.org
_____________________________________________
From: Alison Thro [mailto:alison.m.thro@frb.gov]
Sent: Monday, December 29, 2014 10:13 AM
To: Parks, Silvia
Subject: RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-
INTERNAL FR
Would you mind setting up a dial in number for the meeting?
From:
To:
Cc:
Subject:
Start:
End:
Location:
(b)(6)
From:
To:
Cc:
Subject:
Start:
End:
Location:
When: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building: 33 Liberty Street - 11th floor Conference room A
Note: The GMT offset above does not reflect daylight saving time adjustments.
*~*~*~*~*~*~*~*~*~*
-----Original Appointment----From: NY FISG LIFI Admin Team On Behalf Of NY FISG LIFI Admin Team
Sent: Monday, December 29, 2014 9:38 AM
To: NY FISG LIFI Admin Team; Smith, David A; Parks, Silvia; Yee, Rosalie; Davis, George; Pieters, Althea N (Board); Thro, Alison M (BOARD);
Waldron, Michael W (BOARD); Howes-Bean, Betsy E (Board); Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard; francine.blackburn@rbc.com
<mailto:francine.blackburn@rbc.com> ; 'Howard Plotkin (Howard.Plotkin@rbccm.com <mailto:Howard.Plotkin@rbccm.com> )'
Cc: Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
Subject: RBC meeting re upcoming acquisition - Dial in
When: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building: 33 Liberty Street - 11th floor Conference room A
Date: Tuesday December 30
Time: 11:00 12:30
Location: 33 Liberty Street, 11th Floor Conference Room A
Participant Code:
Dial In Number:
(b)(6)
From:
To:
Subject:
Date:
Alison Thro
NY FISG LIFI Admin Team
RE: RBC meeting re upcoming acquisition - Details -FRSONLYMonday, December 29, 2014 10:35:08 AM
INTERNAL FR
Thanks so much!
_____________________________________________
From: Yvonne Parris (FRS) On Behalf Of NY FISG LIFI Admin Team
Sent: Monday, December 29, 2014 10:33 AM
To: Alison Thro
Subject: RE: RBC meeting re upcoming acquisition - Details -FRSONLYINTERNAL FR
A dial-in number has been added.
Regards
_____________________________________________
From: Alison Thro [mailto:alison.m.thro@frb.gov]
Sent: Monday, December 29, 2014 10:12 AM
To: NY FISG LIFI Admin Team
Subject: RE: RBC meeting re upcoming acquisition - Details -FRSONLY-
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From:
To:
Subject:
Date:
Plotkin, Howard R
Parks, Silvia
Automatic reply: Tomorrow"s meeting
Monday, December 29, 2014 12:20:37 PM
I am currently out of the office returning January 5, 2015. I will be checking e-mail periodically. If you require
immediate assistance, please contact Kim Guluzzy at 212-437-9265 or Suzy Salomon at 212-858-6062. Thank you.
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
If you received this E-Mail in error, please delete it and advise the sender (by return E-Mail or otherwise) immediately.
This E-Mail (including any attachments) has been scanned for viruses.
It is believed to be free of any virus or other defect that might affect any computer system into which it is received and opened.
However, it is the responsibility of the recipient to ensure that it is virus free.
The sender accepts no responsibility for any loss or damage arising in any way from its use.
E-Mail received by or sent from RBC Capital Markets is subject to review by Supervisory personnel.
Such communications are retained and may be produced to regulatory authorities or others with legal rights to the information.
IRS CIRCULAR 230 NOTICE: TO COMPLY WITH U.S. TREASURY REGULATIONS, WE ADVISE YOU THAT ANY U.S. FEDERAL TAX ADVICE
INCLUDED IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, TO AVOID ANY U.S. FEDERAL TAX
PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.
From:
To:
Subject:
Date:
Charlton, Richard
Kung, Catherine
RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYMonday, December 29, 2014 1:43:17 PM
My appointment got rescheduled so I can cover the call till 12:30 if you still need coverage. Let me
know.
Catherine Kung
Federal Reserve Bank of New York
212-720-8606
From: Charlton, Richard
Sent: Wednesday, December 24, 2014 4:39 PM
To: Kung, Catherine
Subject: Re: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-
I'm sure there is. Thanks anyway for checking. Happy Holidays!
Regards,
Richard Charlton
Counsel and Vice President
Federal Reserve Bank of New York
(212) 720-2867
(M) (917) 539-8697
richard.charlton@ny.frb.org
From: Kung, Catherine
Sent: Wednesday, December 24, 2014 02:39 PM
To: Charlton, Richard
I can only be there for a portion of the call as I have a conflicting appointment at noon. Is
there another person who can cover the whole meeting?
-----Original Appointment----From: Charlton, Richard On Behalf Of Parks, Silvia
Sent: Monday, December 22, 2014 11:15 AM
To: Kung, Catherine
Subject: FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLYWhen: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Main Building - Room TBD
DUPLICATE - An identical copy of this email is contained in the email chain on December 22, 2014 at 11:15am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 22, 2014 at 11:15am
(above).
From:
To:
Cc:
Subject:
Charlton, Richard
Parks, Silvia
Kung, Catherine (catherine.kung@ny.frb.org)
Declined: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-
From:
To:
Cc:
Subject:
Charlton, Richard
NY FISG LIFI Admin Team
Kung, Catherine (catherine.kung@ny.frb.org)
Declined: RBC meeting re upcoming acquisition - Dial in
From:
To:
Cc:
Subject:
Richard E. Charlton
Counsel and Vice President
Federal Reserve Bank of New York
(212) 720-2867
(m) (917) 539-8697
HYPERLINK "mailto:richard.charlton@ny.frb.org" richard.charlton@ny.frb.org
Any views expressed are those of the author and do not necessarily reflect the position of the Federal Reserve Bank of New York or the Federal
Reserve System.
(b)(6)
From:
To:
Cc:
Subject:
(b)(6)
From:
To:
Subject:
Date:
Attachments:
Importance:
%HWV\+RZHV%HDQ
-RVKXD6KHUZLQ
RBC Implementation plan attached for your information -FRSONLY0RQday, 'HFHPEHU , 2015 ::9 3M
ROYAL BANK OF CANADA - Implementation Plan.pdf
High
INTERNAL FR
Josh the attached was received in the context of the Reg YY
implementation plan review and has details about RBCs current operations
in the US. I am sending to you in case there is something useful for the
pending application or for the upcoming meeting tomorrow about the
acquisition of the US bank.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From:
To:
Cc:
Subject:
Charlton, Richard
NY FISG LIFI Admin Team
Kung, Catherine (catherine.kung@ny.frb.org)
Declined: RBC meeting re upcoming acquisition - Dial in
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
Re: RBC Implementation plan attached for your information -FRSONLYMonday, December 29, 2014 5:01:20 PM
Thanks.
From: Betsy Howes-Bean
Sent: Monday, December 29, 2014 04:11 PM Eastern Standard Time
To: Joshua Sherwin
Subject: RBC Implementation plan attached for your information -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on December 29, 2014 at
4:11pm (above).
From:
To:
Cc:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan; Baxter, Thomas; Hansen, Joyce
Davis, George; Kung, Catherine
RE: RBC acquisition
Monday, December 29, 2014 5:35:43 PM
To be more specific, Catherine Kung will be there; I talked to her earlier today.
-----Original Message----From: Hurwitz, Ivan
Sent: Monday, December 29, 2014 5:32 PM
To: Baxter, Thomas; Hansen, Joyce
Cc: Yee, Rosalie; Davis, George
Subject: Re: RBC acquisition
Yes, RBC is proposing to acquire a $30 billion asset national bank in Los Angeles. Rosalie will be leading the
meeting tomorrow, and we'll have representation from FISG, the Legal Function, Board Legal, and Board Apps.
Sent from my Blackberry
----- Original Message ----From: Baxter, Thomas
Sent: Monday, December 29, 2014 04:59 PM
To: Hansen, Joyce; Hurwitz, Ivan
Subject: RBC acquisition
I hear that there is a significant acquisition in the works. Who is covering the meeting tomorrow?
From:
To:
Cc:
Subject:
Date:
Baxter, Thomas
Hurwitz, Ivan; Hansen, Joyce
Yee, Rosalie; Davis, George
Re: RBC acquisition
Monday, December 29, 2014 5:46:30 PM
DUPLICATE - An identical copy of this email is contained in the email chain on December 29, 2014 at
5:35pm (above).
From:
To:
Cc:
Subject:
Date:
Yee, Rosalie
Parks, Silvia
Davis, George
Tomorrow"s Meeting -FRSONLYMonday, December 29, 2014 5:48:18 PM
From:
To:
Subject:
Date:
Attachments:
francine.blackburn@rbc.com
Parks, Silvia
RE: Re: Re: Confirmed Meeting on Dec 30 at 11am-ZFRSSEMonday, December 29, 2014 11:03:00 PM
2014-12-28 Laker - Bay Regulatory Presentation_vFINAL.pdf
Silvia, attached is the document for discussion tomorrow. Can you please let me know if there will be a call-in
number as Howard would like to call in from vacation. Also, coudl you please forward the document to Scott
Alvarez as Shawn Maher (from RBC US Regulatory & Government Affairs)promised it to him when we would
provide it to you, however, Shawn doesn't have access to Scott's FRSecure email.
Thanks,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Dec 28, 2014 11:39 PM --Thanks for the update, Francine. I will start making inquiries on this tomorrow.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Sunday, December 28, 2014 10:03 AM
To: Parks, Silvia
Subject: RE: Re: Confirmed Meeting on Dec 30 at 11am-ZFRSSEGood morning Silvia - I hope you had a great vacation and are enjoying this Holiday Season.
We should be in a position to provide you with an advanced copy of the deck by end of day tomorrow. I wanted to
clarify the structure we had discussed . (b)(4)
(b)(4)
(b)(8)
. While we touch this in our
presentation, we will need to work with you in order to confirm the timing and content of what would be required
ahead of time.
Kind regards,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Dec 23, 2014 12:20 PM --Thanks, Francine.
I will add them to the list.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Monday, December 22, 2014 06:22 PM
To: Parks, Silvia
Subject: RE: Confirmed Meeting on Dec 30 at 11am-ZFRSSE-
DUPLICATE - An identical copy of this email is contained in the email chain on December 23,
2014 at 12:42pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014
at 12:42pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19,
2014 at 1:24am (above).
--- Originally sent by silvia.parks@ny.frb.org on Dec 18, 2014 10:13 AM --- Hi Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at
1:06am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014
at 1:06am (above).
Agenda
Page
REGULATORY PRESENTATION
This document contains confidential business information. Any public disclosure of this information could harm the commercial or financial
interest of RBC and its affiliates (collectively, RBC). If disclosed, this information would permit RBCs competitors to learn details of RBCs
business plans. Accordingly, we request, pursuant to 5 U.S.C. Section 552(b)(4), confidential treatment of this document. Also we request
notification if anyone submits a Freedom of Information Act request for a copy of this document.
Note: All dollar amounts noted herein are in USD unless otherwise noted.
Executive summary
RBC plans to expand its U.S. banking business through a targeted acquisition of City National, a Commercial and Private
The proposed transaction is still being negotiated and is subject to approval by both the City National and RBC Boards
Transaction summary
Forward merger of City National with and into RBC USA Holdco Corporation (Holdco), an
(b)(4)
(b)(4)
Pro forma
capital structure
Russell Goldsmith will continue as Chairman and CEO of City National Bank
Toronto, Canada
Branches
~1,400 branches
Employees
~78,000
Clients
~16mm
Market capitalization
$98.5bn USD
Assets
$834.3bn
$8.3bn
Return on equity
19.0%
CET1 ratio
9.9%
Lines of business
Personal &
Commercial Banking
Operates in Canada, the
Canada
Wealth Management
Insurance
proprietary distribution
channels including retail
insurance branches, field
sales representatives, call
centers, online, independent
insurance advisors, and
affinity relationships in
Canada; operates in
reinsurance markets globally
Capital Markets
Serves companies,
institutional investors,
governments, central banks
Offers corporate and
Business targets high net worth/affluent investors, large and mid-cap corporates, and institutional investors
Business operates with a history of disciplined risk management and a strong culture of compliance
Presence
(b)(4)
Wholesale institutional
Global Asset
Management
Banking
Wholesale mid-
corporate, institutional
investors, and large
corporates
Capital
Markets
Wealth
Management
Client focus
and affluent
Overview
states
Proven capability to serve needs of
1954
WA
Headquarters
Los Angeles, CA
ND
MT
MN
ID
ME
WI
SD
OR
WY
Assets
$32.0bn
AuA / AuM
$61.2bn / $49.1bn
CA
San
Francisco
Las Vegas
AZ
OK
NM
TX
Offices
75
PA
Nashville
AR
TN
MS AL
LA
GA
NC
SC
Los Angeles
Atlanta
FTEs
NY
IA
CT
OH
NJNew York
IN
IL
Dealworks folder 1702548-001
DC
KS
MO
VA
KY
NE
NV
RenoThis map is
UTsaved
COin
NH
MI
FL
3,600
National
Entertainment
Equipment leasing
Real estate
Asset-based lending
Legal services
Franchise finance
Technology
Mortgage warehouse
banking
Healthcare
Corporate banking
Year ended
2011Y
2012Y
2013Y
$176.1
$209.1
$232.5
30.3%
18.8%
11.2%
ROAA
0.75%
0.85%
0.81%
ROATCE
11.4%
12.6%
12.9%
3.79%
3.61%
3.18%
Efficiency ratio
65.4%
64.3%
69.2%
Fee income
29.9%
30.0%
29.7%
Total loans
$13,791
$15,849
$17,887
$19,901
% growth
4.1%
14.9%
12.9%
(b)(4)
Total deposits
$20,388
$23,502
$25,679
$27,956
% growth
12.1%
15.3%
9.3%
7.0%
5.9%
6.2%
2014 (b)(4)
Performance metrics
NIAT
% growth
(b)(4)
Balance sheet
GAAP TCE / TA
Deposit composition1
(b)(4)
(b)(4)
(b)(4)
Installment
1%
Loan size
Consumer: 31%
Residential
mortgages
27%
Commercial: 69%
Commercial &
Industrial
43%
$1.0mm
Home equity
loans and lines of
credit
4%
FICO score
753
LTV :
Property value weighted
Outstanding weighted
44%
54%
Services
Entertainment
Finance and insurance
Retail trade
Real estate owner/lessors
Commercial banking
Manufacturing
Wholesale trade
Portfolio management
Public finance
Transportation
C&D
Other
$1,438
1,409
853
788
750
612
527
464
416
315
142
122
329
Industry
City
National
7
Source: Company filings; SNL Financial; Note: As of December 31, 2013
Excludes covered loans
Industry NCOs / average loans includes all regulated depository institutions in the U.S.
Transaction rationale
Enhances and complements RBCs presence in the U.S., our second home market
Deep client relationships and sharp strategic focus on two attractive segments in which RBC
High Net Worth: Combination of City Nationals Private Banking franchise and RBCs U.S.
Wealth Management business creates a comprehensive platform to provide complete
financial solutions for entrepreneurs and professionals, their businesses and families
Commercial: City National is a strong U.S. commercial bank with deep industry expertise and
a strategic fit with RBC Capital Markets
High-touch and high-tech, branch-light client service model in the largest markets with strong
growth characteristics, including New York, Los Angeles and the San Francisco RBC Area
Best-in-class U.S.
Commercial and
Private Bank
Proven organic growth model with diversified business mix and superior credit performance
(b)(4)
Financial
impact
Based on 50 / 50 cash stock mix, using consensus cash earnings estimates for RBC, extrapolated from 2017 to 2018 using 2017 cash EPS growth rate
Strategic fit
Opportunity to deliver banking products to existing high net worth RBC clients
Potential
synergies
City Nationals Wealth Management franchise will benefit from partnership and cross-sell with
Fits RBCs strategic objective in the U.S. of light physical footprint and strong organic growth
Presence in top U.S. deposit markets that are complementary to RBCs existing franchise
Cultural
commonality
Established franchise with scale in Commercial Banking, Private Banking and Wealth
Strong
franchise
Management
Positive business trends with forward growth potential
An extendable platform with a history of product/service and market expansion
(b)(4)
10
(b)(4)
(b)(4)
Consideration
(b)(4)
(b)(4)
(b)(4)
Corporate and
governance
structure
11
Transaction structure
Key transaction steps
City National
stockholders
City National
stockholders
RBC
RBC
Stock
consideration
City National
Cash
consideration
Holdco
City National
Bank
(b)(4)
Preferr
stock
Holdco
City National
Bank
Overview
At closing, City National merges with and into Holdco, with Holdco
RBC
Holdco
City National
Bank
RBC Bank
(Georgia),
N. A.
Other U.S.
subsidiaries
Other U.S.
subsidiaries
12
Timeline to date
Preliminary discussions
Due diligence
Dec 12 Ongoing
Aug 14 Nov 14
Nov 14 Dec 14
Document review
U.S.
Analyzing strategic fit of potential
Management meetings
Financial modeling
Negotiation of terms
Discussions with regulators
13
14
15
16
17
18
19
20
Balance sheet
2016
2017
2018
2019
2020 Commentary
(b)(4)
Cash/cash equivalents
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority interest/preferred
Common equity
Total liability/equity
CET 1 Ratio
Tier 1 Ratio
Total Capital Ratio
Tier 1 Leverage Ratio
21
City National
For each year ended December 31,
2014 estimate
City National City National
Bank
2016
2017
2018
2019
2020 Commentary
Income statement
Net interest income
(b)(4)
(b)(4)
22
2015
2016
2017
Balance sheet
Cash/cash equivalent
(b)(4)
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority interest/preferred
Common equity
Total liabilities/equity
CET1 ratio base forecast
City National impact
CET1 ratio with City National
Tier 1 ratio
Total Capital Ratio
Leverage Ratio
(b)(4)
23
2015
2016
2017
Income statement
(b)(4)
Net interest income
Non interest income
Total revenue
Provision for credit losses
Non interest expense (NIE)
Net income before tax
Income tax
Net income after tax (NIAT)
Incremental on-going NIE and capital tax
Preferred/minority interest
NIAT to common
Deal/integration costs/legal
Intangibles/fair value mark amortization
U.S. GAAP NIAT
(b)(4)
24
2015
2016
2017
2018
2019
Balance sheet
(b)(4)
Cash/cash equivalent
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority interest/preferred
Common equity
Total liabilities/equity
CET1 Ratio
Tier 1 Ratio
Total Capital Ratio
Leverage Ratio
(b)(4)
25
Summary pro forma income statement and financial highlights RBC consolidated
2015 2019
2015
2016
2017
2018
2019
Income statement
(b)(4)
Net interest income
Non interest income
Total revenue
Provision for credit losses (PCL)
Non interest expense (NIE)
Insurance benefits, claims, and acquisition exp
Net income before taxes (NIBT)
Income tax
Net income after tax (NIAT)
Incremental on-going NIE and capital tax
Minority interest/preferred
NIAT to common
Deal/integration costs/legal
Intangibles/fair value mark amortization
IFRS NIAT
IFRS NIAT Growth
Efficiency Ratio
ROE (%)
ROA (%)
(b)(4)
26
Status
Competition
Commentary
Because of RBCs currently limited footprint in the U.S., no meaningful competitive impact in
any market
(b)(4)
Financial
Resources
Managerial
Resources
Community
Needs
Financial
Stability
Business composition for both RBC and City National creates minimum risk to U.S. financial
Bank
Secrecy Act
Both RBC and City National have strong programs and infrastructure to comply with the Bank
Holdco will inherit a strong management team from City National, which will be integrated with
Both RBC and City National have received satisfactory Community Reinvestment Act ratings
stability
Secrecy Act
27
RBC
City National
Entity
Date of rating
July 2013
December 2012
Overall rating
Satisfactory
Satisfactory
Lending test
High Satisfactory
High Satisfactory
Investment test
High Satisfactory
Outstanding
Service test
Low Satisfactory
High Satisfactory
transaction to describe the transaction and discuss the organizations commitments to their communities
28
stability
Size
13 bank holding companies have total U.S. assets greater than RBC on a pro forma basis, and 9 of these
companies are at least 2x larger in the U.S. than RBC on a pro forma basis
RBC holds only ~0.3% of total U.S. deposits on a pro forma basis
The merger will not result in a significant decrease in substitute providers of critical financial services
Substitutability
Significant competition exists from bank and non-bank providers for all of City Nationals products and services,
Interconnectedness
The merger will result in only a minimal increase in the exposure of RBCs U.S. operations or of Holdco to other
Complexity
involve the purchase or assumption of any complex assets or liabilities given the nature of City Nationals
business
The acquisition would not hinder timely and efficient resolution in the event either RBC or Holdco were to
Cross-Border
Activity
Liabilities
Concentration Limit
On a consolidated basis, RBCs U.S. operations would have substantially less than 10% of the aggregated
Based on FDIC Statistics on Depository Institutions Report; Includes total liabilities for all commercial banks as of 9/30/2014
29
30
RBC USA Holdco Corporation was a U.S. Bank Holding Company (BHC) prior to the sale of RBC Bank (USA) in 2012,
following which RBC Bank (Georgia), N.A. became a direct subsidiary of RBC and Holdco deregistered as a BHC
As a Foreign Banking Organization (FBO), RBC submitted an implementation plan (the FBO Implementation Plan) on
December 22, 2014 to comply with the Federal Reserves Enhanced Prudential Standards for Bank Holding Companies
and Foreign Banking Organizations regulation
Upon closing of the transaction, Holdco would become a BHC. Enhanced Prudential Standards applicable to Holdco as a
BHC include Risk Management and Risk Management Oversight, Capital, Liquidity and Reporting requirements
The merger is expected to close prior to the July 2016 IHC deadline. As a result, the timing of certain elements of RBCs
FBO Implementation Plan will need to be accelerated in order to fulfill BHC requirements
Promptly following the announcement of the merger, RBC will develop a detailed BHC Regulatory Reporting Plan and a
revised FBO Implementation Plan. Timing of the submission of the revised FBO Implementation Plan will be agreed upon
with the Federal Reserve
31
Organization
structure and
governance
Financial and
regulatory
reporting
Risk management
and stress testing
Implementation
Plan
Liquidity
planning
33
Business strategy
Governance and
management
Operations
Technology
Risk management
Key stakeholders
34
Months 1-3
Months 4-6
Months 7-9
Months 10-12+
(b)(4)
35
36
From:
To:
Subject:
Date:
Alison Thro
Betsy Howes-Bean
RE: Meeting with RBC on January 5? -FRSONLYTuesday, December 30, 2014 8:00:30 AM
INTERNAL FR
Yes, a meeting has been set for 9:30 on Monday, January 5 in Scotts office. Im glad youll
be attending. See you there! --Alison
From: Betsy Howes-Bean
Sent: Monday, December 29, 2014 4:16 PM
To: Alison Thro
Subject: Meeting with RBC on January 5? -FRSONLY-
INTERNAL FR
Alison do you know if a meeting has been set with RBC and Scott Alvarez for
January 5 and if so what time? Mike Sexton asked me to attend.
Also, FRBNY has set up a meeting for tomorrow with RBC. I will be out so Josh
Sherwin (who is the analyst on the pending branch application) will be calling
in to the FRBNY meeting.
Thanks!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From:
To:
Cc:
Subject:
Date:
Attachments:
RESTRICTED FR
Please find attached the RBCs presentation and an updated list of attendees. Laker-Bay is
RBCs code name for the transaction.
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
-----Original Appointment----From: NY FISG LIFI Admin Team On Behalf Of NY FISG LIFI Admin Team
Sent: Monday, December 29, 2014 9:38 AM
To: NY FISG LIFI Admin Team; Smith, David A; Parks, Silvia; Yee, Rosalie; Davis, George; Pieters,
Althea N (Board); Thro, Alison M (BOARD); Waldron, Michael W (BOARD); Howes-Bean, Betsy
E (Board); Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard; francine.blackburn@rbc.com;
'Howard Plotkin (Howard.Plotkin@rbccm.com)'
Cc: Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
Subject: RBC meeting re upcoming acquisition - Dial in -FRSONLYWhen: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Main Building: 33 Liberty Street - 11th floor Conference room A
Date: Tuesday December 30
Time: 11:00 12:30
Location: 33 Liberty Street, 11th Floor Conference Room A
Participant Code:
(b)(6)
Dial In Number:
Attendees from RBC and external counsel:
Mike Dobbins, EVP Product Development, RBC
Anthony Pagano, Senior Counsel, RBC
Nick Tomovski, SVP Finance, RBC
Stephen DeCicco, US CFO, RBC
Mark Hughes, Chief Risk Officer, RBC
From:
To:
Subject:
Date:
Arbuthnott, Marilyn
Parks, Silvia
Automatic reply: RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:44:51 AM
I will be out of the office December 24, 2014 to January 6, 2015 with limited access to e-mail. If you need
immediate assistance please contact Framil Paulino at Ext. 5844.
From:
To:
Subject:
Date:
Hurwitz, Ivan
Parks, Silvia
Automatic reply: RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:44:51 AM
I am currently out of the office and will return on Monday, January 5th. I will be checking e-mail and v-mail occasionally
while I'm out. If you need immediate assistance, please contact the Bank Applications receptionist desk (x8842) and you
will be directed to the appropriate person. Thank you.
From:
To:
Subject:
Date:
Notaro, Rosanne
Parks, Silvia
Automatic reply: RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:44:51 AM
From:
To:
Subject:
Date:
McCune, Crystall
Parks, Silvia
Automatic reply: RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:44:52 AM
I will be out of the office and returning on January 5th. Please forward all bank applications related requests to Robin
Whidbee, Lisa Brannon-Perrin and Ruth Caetano. For any immediate matters, please contact (212) 720-8842.
From:
To:
Subject:
Date:
Althea Pieters
Parks, Silvia
RE: RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:53:05 AM
RESTRICTED FR
Hi Silvia,
Thank you. Do you have a few minutes to talk?
_____________________________________________
From: Silvia Parks (FRS)
Sent: Tuesday, December 30, 2014 9:4 AM
To: NY FISG LIFI Admin Team; David A Smith (FRS); Rosalie Yee (FRS); George Davis (FRS);
Althea Pieters; Alison Thro; Michael Waldron; Betsy Howes-Bean; Ivan Hurwitz (FRS); Rosanne
Notaro (FRS); Richard Charlton (FRS); Catherine Kung (FRS); Crystall McCune (FRS)
Cc: Patricia Meadow (FRS); Marilyn Arbuthnott (FRS); Joshua Sherwin
Subject: RBC meeting re upcoming acquisition - Presentation-FRSONLYRESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at 9:44am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at 9:44am
(above).
-----Original Appointment----From: NY FISG LIFI Admin Team On Behalf Of NY FISG LIFI Admin Team
Sent: Monday, December 29, 2014 9:38 AM
To: NY FISG LIFI Admin Team; Smith, David A; Parks, Silvia; Yee, Rosalie; Davis, George; Pieters,
Althea N (Board); Thro, Alison M (BOARD); Waldron, Michael W (BOARD); Howes-Bean, Betsy
E (Board); Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard; francine.blackburn@rbc.com;
'Howard Plotkin (Howard.Plotkin@rbccm.com)'
Cc: Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
Subject: RBC meeting re upcoming acquisition - Dial in -FRSONLYWhen: Tuesday, December 30, 2014 11:00 AM-12:30 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Main Building: 33 Liberty Street - 11th floor Conference room A
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at 9:44am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at 9:44am (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Althea Pieters
Scott Alvarez
Valerie Delaney
Royal Bank of Canada - Meeting -FRSONLYTuesday, December 30, 2014 10:34:03 AM
2014-12-28 Laker - Bay Regulatory Presentation_vFINAL.pdf
image001.png
image003.png
RESTRICTED FR
Scott,
Francine Blackburn, Chief Compliance Officer RBC, has asked that the attached presentation be
forwarded to you.
Please see email communications below.
Regards,
Althea N. Pieters
RESTRICTED FR
Althea,
Please forward to Scott Alvarez as per the email below.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Attachments:
Scott Alvarez
Althea Pieters
Valerie Delaney
Re: Royal Bank of Canada - Meeting -FRSONLYTuesday, December 30, 2014 10:47:32 AM
image001.png
image003.png
Thanks!
Scott
From: Althea Pieters
Sent: Tuesday, December 30, 2014 10:34 AM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: Royal Bank of Canada - Meeting -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
10:34am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
10:34am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December
30, 2014 at 10:34am (above).
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
FW: Report in WISDM -FRSONLYTuesday, December 30, 2014 11:07:07 AM
image002.png
2014+RBC+Capital+Markets+Report+of+Examination+-+Signed.pdf
RESTRICTED FR
Just got this. (b)(4), (5) & (8)
From: George Davis (FRS)
Sent: Tuesday, December 30, 2014 10:34 AM
To: Joshua Sherwin
Subject: FW: Report in WISDM -FRSONLY-
RESTRICTED FR
This ROE (b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Parks, Silvia
Sent: Tuesday, December 30, 2014 10:19 AM
To: Yee, Rosalie; Davis, George
Subject: FW: Report in WISDM -FRSONLY-
RESTRICTED FR
Rosalie, George,
Here is the latest ROE for RBC(b)(5)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
George Davis (FRS)
RE: Report in WISDM -FRSONLYTuesday, December 30, 2014 10:59:43 AM
image001.png
RESTRICTED FR
Thanks George.
From: George Davis (FRS)
Sent: Tuesday, December 30, 2014 10:34 AM
To: Joshua Sherwin
Subject: FW: Report in WISDM -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
December 30, 2014 at 11:07am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at 11:07am
(above).
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC -FRSONLYTuesday, December 30, 2014 1:44:24 PM
INTERNAL FR
Thanks.
From: Betsy Howes-Bean
Sent: Tuesday, December 30, 2014 1:43 PM
To: Michael Sexton; Joshua Sherwin
Subject: Fw: RBC -FRSONLYImportance: High
FYI
(b)(4), (5) & (8)
From:
To:
Subject:
Date:
Charlton, Richard
Notaro, Rosanne
RBC -FRSONLYTuesday, December 30, 2014 2:36:25 PM
Catherine attended. I have materialscome by when you are back and settled. Thanks.
Richard E. Charlton
Counsel and Vice President
Federal Reserve Bank of New York
(212) 720-2867
(m) (917) 539-8697
richard.charlton@ny.frb.org
Any views expressed are those of the author and do not necessarily reflect the position of the
Federal Reserve Bank of New York or the Federal Reserve System.
From:
To:
Subject:
Date:
*HRUJH'DYLV)56
-RVK6KHUZLQ
):: Report in WISDM -FRSONLYTuesday, December 30, 2014 3::09 PM
RESTRICTED FR
I should have CCed Rosalie when I sent this to you. Oops. Now you have it twice. Lucky you!
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
RESTRICTED FR
FYI
From: Parks, Silvia
Sent: Tuesday, December 30, 2014 10:19 AM
To: Yee, Rosalie; Davis, George
Subject: FW: Report in WISDM -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on December 30,
2014 at 11:07am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014
at 11:07am (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Parks, Silvia
Meadow, Patricia
Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A
Meeting with RBC -FRSONLYTuesday, December 30, 2014 4:05:25 PM
image001.png
RESTRICTED FR
Hi Pat,
I wanted to share a few details from todays meeting:
Growth expectations for the City National business are (b)(4) & (5)
Currently City National
has 75 offices in the U.S. (b)(5)
City Nationals CEO is Russell Goldsmith, who took over from his father. The familys stake is
(b)(5)
and the bank is publicly traded. (b)(4) & (5)
.
City National will be acquired by RBC Holdco (New York) which will become a BHC at the
time the transaction closes, and ultimately an IHC in 2016.
The transaction timeline is as follows: Public announcement (b)(4) & (5) ; Application filing
in mid-February; (b)(4) & (5)
There is a lot more detail in the presentation I distributed earlier and we can discuss all of it next
week. RBC is also meeting with our Board on January 5 and also(b)(4) & (5)
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Valerie Delaney
Scott Alvarez
RE: Following up re: meeting on January 5th.
Tuesday, December 30, 2014 4:45:20 PM
Hi Scott
I have put all 11 outside guests in the visitors registration for
the meeting on Monday, Jan. 5 at 9:30 am in Conf. Room B4001. The escort service will pick them up and take them to
the conf. room from the visitors center. You can send me a
list of the Board people so I can send them an invite with the
conf. room information. Thanks
Valerie Delaney
Gate Keeper to the General Counsel
Scott G. Alvarez
Legal Division
Board of Governors of the Federal Reserve System
(202) 736-5560 (office)
(202) 212-9218 (blackberry)
(202) 452-3101 (facsimile)
valerie.delaney@frb.gov
Scott,
The materials referenced below should have been provided to you through Silvia Parks at the FRBNY
and/or one of your Board colleagues who participated remotely in this morning's meeting at the
FRBNY. I believe that attendees from the Board who participated in the meeting were Allison Thro,
Althea Pieters, Mike Waldren, and Josh Sherwin.
Please let me know if you didn't get the document.
Many thanks and happy new year.
Shawn
From: Maher, Shawn
Sent: Monday, December 29, 2014 11:15 AM
To: 'scott.alvarez@frb.gov' <scott.alvarez@frb.gov>
Cc: 'valerie.delaney@frb.gov' <valerie.delaney@frb.gov>
Subject: RE: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on December 23,
2014 at 8:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:24am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23,
2014 at 8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Tuesday, December 16, 2014 5:51 PM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: Following up on call last week
Scott,
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
To: 'Scott Alvarez'
Subject: Follow-up from August 27 meeting
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
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From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Meadow, Patricia
RE: RBC timeline update-FRSONLYWednesday, December 31, 2014 11:07:16 AM
image001.png
RESTRICTED FR
And to you too!
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Hi Sarah,
This is a quick update on the upcoming RBC acquisition, (b)(4) & (5)
The supervisory team, together with Applications/Legal both FRBNY and Board, met with the bank
yesterday and received a detailed presentation on the transaction. (b)(4) & (5)
.
RBC will give the same presentation to Scott Alvarez and Mike Gibson at the Board on January 5th.
(b)(4) & (5)
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: RBC Meeting Notes -FRSONLYWednesday, December 31, 2014 12:52:31 PM
Let me know what your timing is in term of getting me draft meeting notes. Thanks.
From:
To:
Subject:
Date:
Attachments:
Althea,
From:
To:
Cc:
Subject:
Date:
Scott Alvarez
Althea Pieters; Michael Gibson; Michael Sexton
Jack Jennings; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy Howes-Bean
RE: Meeting with the Royal Bank of Canada Group (b)(5)
-FRSONLYFriday, January 02, 2015 8:02:35 AM
RESTRICTED FR
Thanks, Althea.
And Happy New Year!
Scott
From: Althea Pieters
Sent: Wednesday, December 31, 2014 3:27 PM
To: Michael Gibson; Scott Alvarez; Michael Sexton
Cc: Jack Jennings; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy Howes-Bean
Subject: Meeting with the Royal Bank of Canada Group (b)(5)
-FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 8:34am
(BELOW).
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Joshua Sherwin
FW: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 8:34:27 AM
Briefing Memo RBC 12-31-2014 Mike Gibson.pdf
-FRSONLY-
RESTRICTED FR
Please take a look at this after you get in and then come by to talk about RBC. I am interested
to hear about the meeting on Tuesday. Thanks.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Althea Pieters
Sent: Wednesday, December 31, 2014 3:27 PM
To: Michael Gibson; Scott Alvarez; Michael Sexton
Cc: Jack Jennings; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy Howes-Bean
Subject: Meeting with the Royal Bank of Canada Group (b)(5)
RESTRICTED FR
Mike,
The attached briefing memo provides summary information on Royal Bank of Canada.
Althea N. Pieters
-FRSONLY-
RESTRICTED - FR
(b)(4) & (5)
In March 2012, RBC sold its U.S. retail banking operations to PNC Financial Services Group, but
retained a national bank subsidiary, RBC Bank (Georgia), National Association (b)(4) & (5)
(b)(4) & (5)
Page 2 of 5
RESTRICTED - FR
Financial Impact.
Page 3 of 5
RESTRICTED - FR
(b)(5)
(b)(5)
Page 4 of 5
RESTRICTED - FR
(b)(4), (5) & (8)
RBC has not yet determined the composition of the Board of Director for the proposed rebranded
RBC City National. (b)(5)
Page 5 of 5
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 9:26:49 AM
-FRSONLY-
RESTRICTED FR
Ok
From: Betsy Howes-Bean
Sent: Friday, January 02, 2015 8:34 AM
To: Joshua Sherwin
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLYImportance: High
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 8:34am (above).
-FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 8:34am
(above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Michael Sexton
RE: RBC Meeting -FRSONLYFriday, January 02, 2015 9:30:14 AM
RESTRICTED FR
Yes
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Michael Sexton
Sent: Friday, January 02, 2015 9:29 AM
To: Betsy Howes-Bean
Subject: RBC Meeting -FRSONLY-
RESTRICTED FR
I have a Volcker meeting scheduled that conflicts with the RBC meeting. Can you go?
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Alison Thro
FW: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 10:59:28 AM
Briefing Memo RBC 12-31-2014 Mike Gibson.pdf
-FRSONLY-
RESTRICTED FR
Alison I noticed you werent copied on this briefing note. (b)(4), (5) & (8)
(b)(4), (5) & (8)
On a separate note, is anyone from R&S included in the Monday meeting (b)(5)
Happy New Year btw!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Althea Pieters
Sent: Wednesday, December 31, 2014 3:27 PM
To: Michael Gibson; Scott Alvarez; Michael Sexton
Cc: Jack Jennings; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy Howes-Bean
Subject: Meeting with the Royal Bank of Canada Group (b)(5)
-FRSONLY-
RESTRICTED FR
Mike,
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the
email chain on January 2, 2015 at 8:34am (above). Accordingly, this email and the 5-page
attachment are duplicate copies that have already been addressed.
From:
To:
Subject:
Date:
Alison Thro
Betsy Howes-Bean
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 11:03:46 AM
-FRSONLY-
RESTRICTED FR
Thanks, Betsy! Ill forward the meeting email to Andrew Cohen, Dean Amel, Jake Gramlich, and
Courtney Carter and see if anyone of them can attend. Thanks for the suggestion. Happy New
Year! --Alison
From: Betsy Howes-Bean
Sent: Friday, January 02, 2015 10:59 AM
To: Alison Thro
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 10:59am
(above).
RESTRICTED FR
Mike,
-FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
8:34am (above).
From:
To:
Subject:
Date:
Attachments:
Importance:
Alison Thro
Andrew Cohen; Dean Amel; Jacob Gramlich; Courtney Carter
FW: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 11:05:42 AM
Briefing Memo RBC 12-31-2014 Mike Gibson.pdf
High
-FRSONLY-
RESTRICTED FR
Dear all, theres a meeting with RBC reps and Scott on Monday at 9:30 to discuss a pending
acquisition (described on the attached) (b)(5)
. Would one of you be
available to attend? Thanks. --Alison
From: Betsy Howes-Bean
Sent: Friday, January 02, 2015 10:59 AM
To: Alison Thro
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
10:59am (above).
RESTRICTED FR
Mike,
-FRSONLY-
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email
chain on January 2, 2015 at 8:34am (above). Accordingly, the email and attachment have already been
addressed.
From:
To:
Subject:
Date:
INTERNAL FR
(b)(4), (5) & (8)
.
From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]
Sent: Friday, January 02, 2015 9:19 AM
To: Yee, Rosalie
Subject: RE: RBC -FRSONLY-
INTERNAL FR
OK thanks. (b)(4), (5) & (8)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Rosalie Yee (FRS)
Sent: Friday, January 02, 2015 9:17 AM
To: Betsy Howes-Bean
Subject: Re: RBC -FRSONLYNo, we did not. (b)(4), (5) & (8)
INTERNAL FR
Hi Rosalie I will check with people here later, but (b)(4), (5) & (8)
Our meeting with the company is on Monday at 9am.
Betsy Howes-Bean
From:
To:
Subject:
Date:
Andrew Cohen
Alison Thro
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Friday, January 02, 2015 3:18:15 PM
-FRSONLY-
RESTRICTED FR
Alison,
Where is the gathering supposed to take place? Also, is it ok to bring Chaehee?
Thanks, Andrew
From: Alison Thro
Sent: Friday, January 2, 2015 11:0 AM
To: Andrew Cohen; Dean Amel; Jacob Gramlich; Courtney Carter
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLYImportance: High
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 11:05am
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 10:59am
(above).
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Althea Pieters
Sent: Wednesday, December 31, 2014 3:27 PM
To: Michael Gibson; Scott Alvarez; Michael Sexton
Cc: Jack Jennings; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy Howes-Bean
Subject: Meeting with the Royal Bank of Canada Group (b)(5)
-FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 8:34am
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Meadow, Patricia
Smith, David A; Parks, Silvia
Arbuthnott, Marilyn
RE: -FRSONLY- RBC application meeting in DC on Monday Jan 5
Friday, January 02, 2015 3:59:37 PM
image002.png
Agree
Have a good weekend everyone.
Pat
RESTRICTED FR
RESTRICTED FR
Thank you for the information
We can wait for future meetings in DC if needed
David
RESTRICTED FR
If it is a meeting that covers other details than what occurred earlier this week we should attend so
we have a presence at the meeting
David
Pat,
Do you have any more details on the meeting? Time and place?
David
M...917.287.7504
F--.212.720.7665
E--.patricia.meadow@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Attachments:
francine.blackburn@rbc.com
Alvarez, Scott G (BOARD)
Parks, Silvia
RBC meeting January 5, 2015
Sunday, January 04, 2015 12:29:37 PM
2015-01-05 Laker - Bay Regulatory Presentation_v7FINAL.pdf
Scott, we have made slight revisions to the deck since last week's meeting in New York.
Amended pages are marked as "Revised". We will bring hard copies to the meeting
tomorrow.
Sincerely,
Francine Blackburn
EVP Regulatory & Government Affairs and Chief Compliance Officer, RBC
Agenda
Page
REGULATORY PRESENTATION
This document contains confidential business information. Any public disclosure of this information could harm the commercial or financial
interest of RBC and its affiliates (collectively, RBC). If disclosed, this information would permit RBCs competitors to learn details of RBCs
business plans. Accordingly, we request, pursuant to 5 U.S.C. Section 552(b)(4), confidential treatment of this document. Also we request
notification if anyone submits a Freedom of Information Act request for a copy of this document.
Note: All dollar amounts noted herein are in USD unless otherwise noted.
Executive summary
RBC plans to expand its U.S. banking business through a targeted acquisition of City National, a Commercial and Private
The proposed transaction is still being negotiated and is subject to approval by both the City National and RBC Boards
Transaction summary
Revised
Forward merger of City National with and into RBC USA Holdco Corporation (Holdco), an
(b)(4)
(b)(4)
Pro forma
capital structure
Russell Goldsmith will continue as Chairman and CEO of City National Bank
Toronto, Canada
Branches
~1,400 branches
Employees
~78,000
Clients
~16mm
Market capitalization
$98.5bn USD
Assets
$834.3bn
$8.3bn
Return on equity
19.0%
CET1 ratio
9.9%
Lines of business
Personal &
Commercial Banking
Operates in Canada, the
Canada
Wealth Management
Insurance
proprietary distribution
channels including retail
insurance branches, field
sales representatives, call
centers, online, independent
insurance advisors, and
affinity relationships in
Canada; operates in
reinsurance markets globally
Capital Markets
Serves companies,
institutional investors,
governments, central banks
Offers corporate and
Business targets high net worth/affluent investors, large and mid-cap corporates, and institutional investors
Business operates with a history of disciplined risk management and a strong culture of compliance
Presence
(b)(4)
Wholesale institutional
Global Asset
Management
Banking
Wholesale mid-
corporate, institutional
investors, and large
corporates
Capital
Markets
Wealth
Management
Client focus
and affluent
Overview
states
Proven capability to serve needs of
1954
WA
Headquarters
Los Angeles, CA
ND
MT
MN
ID
ME
WI
SD
OR
WY
Assets
$32.0bn
AuA / AuM
$61.2bn / $49.1bn
CA
San
Francisco
Las Vegas
AZ
OK
NM
TX
Offices
75
PA
Nashville
AR
TN
MS AL
LA
GA
NC
SC
Los Angeles
Atlanta
FTEs
NY
IA
CT
OH
NJNew York
IN
IL
Dealworks folder 1702548-001
DC
KS
MO
VA
KY
NE
NV
RenoThis map is
UTsaved
COin
NH
MI
FL
3,600
National
Entertainment
Equipment leasing
Real estate
Asset-based lending
Legal services
Franchise finance
Technology
Mortgage warehouse
banking
Healthcare
Corporate banking
Revised
Loan composition1
(b)(4)
2013Y
2014 (b)(4)
(b)(4)
Performance metrics
NIAT
$176.1
$209.1
$232.5
30.3%
18.8%
11.2%
ROAA
0.75%
0.85%
0.81%
ROATCE
11.4%
12.6%
12.9%
3.79%
3.61%
3.18%
Efficiency ratio
65.4%
64.3%
69.2%
Fee income
29.9%
30.0%
29.7%
$13,791
$15,849
$17,887
$19,901
4.1%
14.9%
12.9%
(b)(4)
Total deposits
$20,388
$23,502
$25,679
$27,956
% growth
12.1%
15.3%
9.3%
7.0%
5.9%
6.2%
% growth
Balance sheet
Total loans
% growth
GAAP TCE / TA
Deposit composition1
(b)(4)
(b)(4)
(b)(4)
Installment
1%
Loan size
Consumer: 31%
Residential
mortgages
27%
Commercial: 69%
Commercial &
Industrial
43%
$1.0mm
Home equity
loans and lines of
credit
4%
FICO score
753
LTV :
Property value weighted
Outstanding weighted
44%
54%
Services
Entertainment
Finance and insurance
Retail trade
Real estate owner/lessors
Commercial banking
Manufacturing
Wholesale trade
Portfolio management
Public finance
Transportation
C&D
Other
$1,438
1,409
853
788
750
612
527
464
416
315
142
122
329
Industry
City
National
7
Source: Company filings; SNL Financial; Note: As of December 31, 2013
Excludes covered loans
Industry NCOs / average loans includes all regulated depository institutions in the U.S.
Transaction rationale
Revised
Enhances and complements RBCs presence in the U.S., our second home market
Deep client relationships and sharp strategic focus on two attractive segments in which RBC
High Net Worth: Combination of City Nationals Private Banking franchise and RBCs U.S.
Wealth Management business creates a comprehensive platform to provide complete
financial solutions for entrepreneurs and professionals, their businesses and families
Commercial: City National is a strong U.S. commercial bank with deep industry expertise and
a strategic fit with RBC Capital Markets
High-touch and high-tech, branch-light client service model in the largest markets with strong
growth characteristics, including New York, Los Angeles and the San Francisco RBC Area
Best-in-class U.S.
Commercial and
Private Bank
Proven organic growth model with diversified business mix and superior credit performance
(b)(4)
Financial
impact
Based on 50 / 50 cash stock mix, using consensus cash earnings estimates for RBC, extrapolated from 2017 to 2018 using 2017 cash EPS growth rate
Strategic fit
Opportunity to deliver banking products to existing high net worth RBC clients
Potential
synergies
City Nationals Wealth Management franchise will benefit from partnership and cross-sell with
Fits RBCs strategic objective in the U.S. of light physical footprint and strong organic growth
Presence in top U.S. deposit markets that are complementary to RBCs existing franchise
Cultural
commonality
Established franchise with scale in Commercial Banking, Private Banking and Wealth
Strong
franchise
Management
Positive business trends with forward growth potential
An extendable platform with a history of product/service and market expansion
(b)(4)
10
~(b)(4)
(b)(4)
Consideration
(b)(4)
Corporate and
governance
structure
11
Transaction structure
Key transaction steps
City National
stockholders
City National
stockholders
RBC
RBC
Stock
consideration
City National
Cash
consideration
Holdco
City National
Bank
(b)(4)
Preferre
stock
Holdco
City National
Bank
Overview
At closing, City National merges with and into Holdco, with Holdco
RBC
Holdco
City National
Bank
RBC Bank
(Georgia),
N. A.
Other U.S.
subsidiaries
Other U.S.
subsidiaries
12
Timeline to date
Preliminary discussions
Due diligence
Dec 12 Ongoing
Aug 14 Nov 14
Nov 14 Dec 14
Document review
U.S.
Analyzing strategic fit of potential
Management meetings
Financial modeling
Negotiation of terms
Discussions with regulators
13
14
15
16
17
18
19
20
Revised
2016 2020
For year end Dec 31
Balance sheet
Cash/cash equivalents
2016
2017
2018
2019
2020
Commentary
City
City
National National
Bank Consol
(b)(4)
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority
interest/preferred
Common equity
Total liabilities/equity
Tier 1 Common Equity
Tier 1 Ratio
Total Capital Ratio
Tier 1 Leverage Ratio
* Financials presented here represent City National as standalone although it will be combined with RBC USA Holdco
21
Revised
2016 2020
For year end Dec 31
2014 Estimate
Income statement
City
National
Bank
2016
2017
2018
2019
2020 Commentary
City
National
Consol
(b)(4)
(b)(4)
**Financials presented here represent City National as standalone although it will be combined with RBC USA Holdco
22
Revised
2015 2017
2015
2016
2017
Balance sheet
Cash/cash equivalent
(b)(4)
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority interest/preferred
Common equity
Total liabilities/equity
CET1 ratio
City National impact
CET1 ratio
Tier 1 ratio
Total Capital Ratio
Leverage Ratio
(b)(4)
23
Revised
2015 2017
For each year end Dec 31 (U.S. GAAP)
(b)(4)
Income statement
Net interest income
Non interest income
Total revenue
Provision for credit losses
Non interest expense (NIE)
Net income before tax
Income tax
Net income after tax (NIAT)
Incremental on-going NIE and capital tax
Preferred/minority interest
NIAT to common
Deal/integration costs/legal
Intangibles/fair value mark amortization
U.S. GAAP NIAT
(b)(4)
24
Revised
2015 2020
CAD $millions; for year end Oct 31 (IFRS)
2015
2016
2017
2018
2019
2020
Balance sheet
Cash/cash equivalent
(b)(4)
Securities
Net loans
Other assets
Goodwill/intangibles
Total assets
Deposits
Other liabilities/funding
Total liabilities
Minority interest/preferred
Common equity
Total liabilities/equity
CET1 Ratio
Tier 1 Ratio
Total Capital Ratio
Leverage Ratio (Basel III)
(b)(4)
25
Summary pro forma income statement and financial highlights RBC consolidated
Revised
2015 2020
CAD $millions; for year end Oct 31 (IFRS)
Income statement
2015
2016
2017
2018
2019
2020
(b)(4)
(b)(4)
26
Revised
Category
Status
Commentary
Competition
Because of RBCs currently limited footprint in the U.S., no meaningful competitive impact in
Financial
Resources
(b)(4)
Managerial
Resources
Holdco will inherit a strong management team from City National, which will be integrated with
Community
Needs
Financial
Stability
Business composition for both RBC and City National creates minimum risk to U.S. financial
Bank
Secrecy Act
Both RBC and City National have strong programs and infrastructure to comply with the Bank
any market
Both RBC and City National have received satisfactory Community Reinvestment Act ratings
stability
Secrecy Act
27
RBC
City National
Entity
Date of rating
July 2013
December 2012
Overall rating
Satisfactory
Satisfactory
Lending test
High Satisfactory
High Satisfactory
Investment test
High Satisfactory
Outstanding
Service test
Low Satisfactory
High Satisfactory
transaction to describe the transaction and discuss the organizations commitments to their communities
28
stability
Size
13 bank holding companies have total U.S. assets greater than RBC on a pro forma basis, and 9 of these
companies are at least 2x larger in the U.S. than RBC on a pro forma basis
RBC holds only ~0.3% of total U.S. deposits on a pro forma basis
The merger will not result in a significant decrease in substitute providers of critical financial services
Substitutability
Significant competition exists from bank and non-bank providers for all of City Nationals products and services,
Interconnectedness
The merger will result in only a minimal increase in the exposure of RBCs U.S. operations or of Holdco to other
Complexity
involve the purchase or assumption of any complex assets or liabilities given the nature of City Nationals
business
The acquisition would not hinder timely and efficient resolution in the event either RBC or Holdco were to
Cross-Border
Activity
Liabilities
Concentration Limit
On a consolidated basis, RBCs U.S. operations would have substantially less than 10% of the aggregated
Based on FDIC Statistics on Depository Institutions Report; Includes total liabilities for all commercial banks as of 9/30/2014
29
(b)(4)
30
RBC USA Holdco Corporation was a U.S. Bank Holding Company (BHC) prior to the sale of RBC Bank (USA) in 2012,
following which RBC Bank (Georgia), N.A. became a direct subsidiary of RBC and Holdco deregistered as a BHC
As a Foreign Banking Organization (FBO), RBC submitted an implementation plan (the FBO Implementation Plan) on
December 22, 2014 to comply with the Federal Reserves Enhanced Prudential Standards for Bank Holding Companies
and Foreign Banking Organizations regulation
Upon closing of the transaction, Holdco would become a BHC. Enhanced Prudential Standards applicable to Holdco as a
BHC include Risk Management and Risk Management Oversight, Capital, Liquidity and Reporting requirements
The merger is expected to close prior to the July 2016 IHC deadline. As a result, the timing of certain elements of RBCs
FBO Implementation Plan will need to be accelerated in order to fulfill BHC requirements
Promptly following the announcement of the merger, RBC will develop a detailed BHC Regulatory Reporting Plan and a
revised FBO Implementation Plan. Timing of the submission of the revised FBO Implementation Plan will be agreed upon
with the Federal Reserve
31
Organization
structure and
governance
Financial and
regulatory
reporting
Risk management
and stress testing
Implementation
Plan
Capital
planning
Liquidity
planning
33
Business strategy
Governance and
management
Operations
Technology
Risk management
Key stakeholders
34
35
36
Business
Bancorp
Capital
Trust I
(issuer of
trust
preferred
securities)
(acquired
from BBC)
(DE) 100%
Datafaction,
Inc.
(DE) 100%
City National
Rochdale, LLC
(DE) 100%
City National
Rochdale Asia Ltd.
(Hong Kong) 100%
Symphonic Financial
Advisors LLC
(DE) 100%
Symphonic Securities
LLC
(DE) 100%
Symphonic Insurance
LLC
(DE) 100%
CNB Wealth
Management &
Insurance Services, Inc.
(CA) 100%
First American
Commercial Bancorp,
Inc. dba First American
Equipment Finance
(IL) 100%
CCM Newco
III, Inc
(CA) 100%
City National
Properties, Inc.
(CA) 100%
Citinational
Real Estate, Inc.
(CA) 100%
CNB RE
1801 Holdings,
LLC
(DE) 100%
Mid-Continent Capital,
LLC
(DE)
SKBA Capital
Management, LLC
(DE)
Independence
Investments,
LLC
(DE) 100%
(b)(4)
(b)(4)
LMCG Investments,
LLC
Clifford Swan
Investment Counsel
LLC
(CA)
(b)(4)
First American
Equipment Finance
Canada, Inc.
(Ontario, Canada) 100%
As of 1/2/2015; Prepared by Legal Svcs. Div. FOR INTERNAL USE ONLY - - - DO NOT DISTRIBUTE EXTERNALLY
Note: Regarding CCM affiliates, there are both voting and non-voting units; Percentages are for voting units except where indicated
Matthews Intl
Capital Mgt,
LLC
(b)(4)
(b)(4)
Convergent Wealth Advisors, LLC
(DE)
((b)(4)
37
From:
To:
Subject:
Date:
Andrew Cohen
Betsy Howes-Bean; Alison Thro
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Monday, January 05, 2015 7:50:24 AM
-FRSONLY- [FRSONLY]
RESTRICTED FR
Great, see you there.
________________________________
Andrew Cohen
Chief, Financial Structure Section
Division of Research and Statistics
Federal Reserve Board
Washington, DC 20551
202-452-2612 (office)
From: Betsy Howes-Bean
Sent: Monday, January 05, 2015 7:46 AM
To: Andrew Cohen; Alison Thro
Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
B4001. See you soon!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Andrew Cohen
Sent: Monday, January 05, 2015 7:46 AM
To: Alison Thro
Cc: Betsy Howes-Bean
Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY- [FRSONLY]
RESTRICTED FR
Can one of you let me know where the meeting will be held?
________________________________
Andrew Cohen
Chief, Financial Structure Section
Division of Research and Statistics
Federal Reserve Board
Washington, DC 20551
202-452-2612 (office)
From: Alison Thro
Sent: Friday, January 02, 2015 11:0 AM
To: Andrew Cohen; Dean Amel; Jacob Gramlich; Courtney Carter
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLYImportance: High
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 11:05am
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 10:59am
(above).
-FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 8:34am
(above).
From:
To:
Subject:
Date:
Alison Thro
Scott Alvarez
RE: RBC meeting January 5, 2015
Monday, January 05, 2015 7:53:00 AM
DUPLICATE - An identical copy of this email is contained in the email chain on January 4, 2015 at
12:29pm (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Alison Thro
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Monday, January 05, 2015 8:01:51 AM
-FRSONLY-
RESTRICTED FR
No Mike Sexton or Mike Gibson. I am coming and Kwayne and the analysts Josh Sherwin
and Althea Pieters. Maybe an officer from supervision.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Alison Thro
Sent: Monday, January 05, 2015 7:56 AM
To: Betsy Howes-Bean
Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
Oh, okay. Thanks. (b)(5)
RESTRICTED FR
I went ahead and forwarded to you and Andrew the meeting invite that I got from Mike
Sexton. (b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Alison Thro
Sent: Monday, January 05, 2015 7:49 AM
To: Betsy Howes-Bean
Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
Im glad you responded; I thought it was in Scotts office.
From: Betsy Howes-Bean
Sent: Monday, January 05, 2015 7:46 AM
To: Andrew Cohen; Alison Thro
Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 5, 2015 at 7:50am
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 5, 2015
at 7:50am (above).
FRSONLYImportance: High
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 11:05am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at 10:59am
(above).
-FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
8:34am (above).
From:
To:
Subject:
Date:
Attachments:
Betsy Howes-Bean
Kwayne Jennings (kwayne.jennings@frb.gov); Joshua Sherwin; Althea Pieters
FW: RBC meeting January 5, 2015
Monday, January 05, 2015 8:02:00 AM
2015-01-05 Laker - Bay Regulatory Presentation_v7FINAL.pdf
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Alison Thro
Sent: Monday, January 05, 2015 7:54 AM
To: Betsy Howes-Bean; Andrew Cohen
Subject: FW: RBC meeting January 5, 2015
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on January 4,
2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on
January 4, 2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Pieters, Althea N (Board)
Fw: RBC meeting January 5, 2015
Monday, January 05, 2015 8:18:47 AM
2015-01-05 Laker - Bay Regulatory Presentation_v7FINAL.pdf
Althea,
Please see below the updated RBC presentation.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Sunday, January 04, 2015 12:29 PM
To: Alvarez, Scott G (BOARD)
Cc: Parks, Silvia
Subject: RBC meeting January 5, 2015
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on
January 4, 2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
From:
To:
Subject:
Date:
Alison Thro
Andrew Cohen; Dean Amel; Jacob Gramlich; Courtney Carter
RE: Meeting with the Royal Bank of Canada Group (b)(5)
Monday, January 05, 2015 8:27:35 AM
-FRSONLY-
RESTRICTED FR
Please bring Chaehee. There will be room.
From: Andrew Cohen
Sent: Friday, January 02, 2015 11:14 AM
To: Alison Thro; Dean Amel; Jacob Gramlich; Courtney Carter
Subject: RE: Meeting with the Royal Bank of Canada Group(b)(5)
FRSONLY-
RESTRICTED FR
Ill attend. I may bring Chaehee if theres room, but no worries if not.
From: Alison Thro
Sent: Friday, January 2, 2015 11:0 AM
To: Andrew Cohen; Dean Amel; Jacob Gramlich; Courtney Carter
Subject: FW: Meeting with the Royal Bank of Canada Group (b)(5)
FRSONLYImportance: High
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
11:05am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
10:59am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
10:59am (above).
-FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015
at 8:34am (above).
)URP
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6XEMHFW
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Sorryforthelatenotice.Ifeitherorbothofyouareavailable,theresameetingat9:30thismorningtodiscussalikely
transaction(thepotentialacquirerisdoingthepresentation).Itsokifyoucantmakeit(b)(5)
butitscooltoseethesethings.
________________________________
AndrewCohen
Chief,FinancialStructureSection
DivisionofResearchandStatistics
FederalReserveBoard
Washington,DC20551
2024522612(office)
From:AlisonThro
Sent:Monday,January05,20157:54AM
To:BetsyHowesBean;AndrewCohen
Subject:FW:RBCmeetingJanuary5,2015
FYI -From:ScottAlvarez
Sent:Monday,January05,20157:52AM
To:AlisonThro
Subject:FW:RBCmeetingJanuary5,2015
DUPLICATE - An identical copy of this email is contained in the email
chain on January 5, 2015 at 7:53am (above).
From:francine.blackburn@rbc.com[mailto:francine.blackburn@rbc.com]
Sent:Sunday,January04,201512:29PM
To:ScottAlvarez
Cc:SilviaParks(FRS)
Subject:RBCmeetingJanuary5,2015
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on
January 4, 2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on
January 4, 2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
)URP:
6HQW
7R
6XEMHFW
<RX6XN.LP
0RQGD\-DQXDU\$0
$QGUHZ&RKHQ&KDH+HH6KLQ
5(5%&PHHWLQJ-DQXDU\
Iwillbethere.Thanks,
YouKim
From:AndrewCohen
Sent:Monday,January05,20158:41AM
To:ChaeHeeShin;YouSukKim
Subject:RE:RBCmeetingJanuary5,2015
Sorry,themeetingisinB4001.IbelieveitsoneofthebigoldconferenceroomsinthathallwaybehindHREF.
________________________________
AndrewCohen
Chief,FinancialStructureSection
DivisionofResearchandStatistics
FederalReserveBoard
Washington,DC20551
2024522612(office)
From:ChaeHeeShin
Sent:Monday,January05,20158:40AM
To:AndrewCohen;YouSukKim
Subject:RE:RBCmeetingJanuary5,2015
Whereisthisbeingheld?Imightnotbeabletomakeitafterdroppingbythepostofficeat9AMandwalkingoverto
Martin,butwillsureattendifontime.
Chaehee
From:AndrewCohen
Sent:Monday,January05,20158:36AM
To:ChaeHeeShin;YouSukKim
Subject:FW:RBCmeetingJanuary5,2015
DUPLICATE - An identical copy of this email is contained in the email chain on January 5, 2015 at 8:36am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 5, 2015 at 8:36am (above).
From:AlisonThro
Sent:Monday,January05,20157:54AM
To:BetsyHowesBean;AndrewCohen
Subject:FW:RBCmeetingJanuary5,2015
FYI -From:ScottAlvarez
Sent:Monday,January05,20157:52AM
To:AlisonThro
Subject:FW:RBCmeetingJanuary5,2015
DUPLICATE - An identical copy of this email is contained in the
email chain on January 5, 2015 at 7:53am (above).
From:francine.blackburn@rbc.com[mailto:francine.blackburn@rbc.com]
Sent:Sunday,January04,201512:29PM
To:ScottAlvarez
Cc:SilviaParks(FRS)
Subject:RBCmeetingJanuary5,2015
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 4, 2015 at 12:29pm (above).
)URP
6HQW
7R
6XEMHFW
$WWDFKPHQWV
$QGUHZ&RKHQ
0RQGD\-DQXDU\$0
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Guys,
ImsendingapresentationthatRBCismakingaboutapotentialacquisition.(b)(5)
Andrew
________________________________
AndrewCohen
Chief,FinancialStructureSection
DivisionofResearchandStatistics
FederalReserveBoard
Washington,DC20551
2024522612(office)
From:AlisonThro
Sent:Monday,January05,20157:54AM
To:BetsyHowesBean;AndrewCohen
Subject:FW:RBCmeetingJanuary5,2015
FYI -From:ScottAlvarez
Sent:Monday,January05,20157:52AM
To:AlisonThro
Subject:FW:RBCmeetingJanuary5,2015
DUPLICATE - An identical copy of this email is contained in the email chain
on January 5, 2015 at 7:53am (above).
From:francine.blackburn@rbc.com[mailto:francine.blackburn@rbc.com]
Sent:Sunday,January04,201512:29PM
To:ScottAlvarez
Cc:SilviaParks(FRS)
Subject:RBCmeetingJanuary5,2015
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email and the 38-page attachment are contained in the email chain on January 4,
2015 at 12:29pm (above). Accordingly, the email and attachment have already been addressed.
This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC
Monday, January 05, 2015 9:26:51 AM
From:
To:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan
RE: <REMINDER> FISG Report Submission Dates 2015 -FRSONLYTuesday, January 06, 2015 4:15:53 PM
. I
_____________________________________________
From: Yee, Rosalie
Sent: Monday, January 05, 2015 4:57 PM
To: Hurwitz, Ivan; Steffey, Brian
Subject: RE: <REMINDER> FISG Report Submission Dates 2015 -FRSONLY-
Note the 2015 submission calendar, and please send me any items you have for the FISG
Report by tomorrow afternoon. Thanks.
_____________________________________________
From: NY FISG Report
Sent: Monday, January 05, 2015 11:33 AM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
White, Amy; Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver,
Robert; Brown, Annette; Ratnaparkhi, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light,
Jordan; Bozelli, Shannon; Lettsome, Aisha; White, Amy; Weaver, Robert; McGee, Richard; Zhang, Agata;
Muetzel, Kirsten; Bohn, James; Tighe, Maureen C; Ballinger, Susan G; Ren, Chuye; Brown, Annette;
Flynn, Amy; Vartelskaya, Aleksandra; Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson,
Milt; Kohlligian, AnnMarie; Shankar, Seema
Morning all,
As a follow-up to my message from mid-November,
Not Responsive - the Federal Reserve System's Internal Processing Instructions for
Submitting Info for the Financial Institution Supervison Group Reports; also (b)(5).
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting
Info for the Financial Institution Supervison Group Reports; also (b)(5).
_____________________________________________
From: McCormack, Jacqueline
Sent: Tuesday, November 18, 2014 2:40 PM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; 'Pingitore, Kate L'; Coffey, Kevin;
'Alix, Michael'; Meadow, Patricia; Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven;
Schneck, Karen; Malcarney, Kristin H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO;
Lovisa, Jacqueline; Guider, Paul; Santasiero, Ralph; Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck,
Karen; Carlucci, William; Joniaux, Lisa; Schmedes, Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee,
Joonho; Mahoney, Jim; Firestone, Kerri; Mandel, Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar,
Patrick J; Manuel, Stacy; Malcarney, Kristin H; Ricketti, John; White, Amy; Madias, Lydia A; Saylor, Clay;
Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver, Robert; Brown, Annette; Ratnaparkhi,
Gayatri; Zhang, Agata; Hurwitz, Ivan
Cc: Flynn, Amy; Uranga, Luis; Garg, Lorena; Hurwitz, Ivan
Subject: <REMINDER> FISG Report Submission Dates 2014/2015 -FRSONLY-
All,
I have received a few questions about submission dates for the upcoming Financial Institution
Supervision Reports and OC Reports. Please see the submission dates for the remainder of
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting Info for
the Financial Institution Supervison Group Reports; also exemption 5.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Yee, Rosalie
RE: RBC -FRSONLYTuesday, January 06, 2015 4:16:30 PM
image001.png
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Meadow, Patricia
Parks, Silvia; Arbuthnott, Marilyn; Smith, David A
Dahlgren, Sarah
-FRSONLY- RBC acqusition (b)(4) & (5)
Tuesday, January 06, 2015 7:08:31 PM
RESTRICTED FR
Heard from Kwayne
(b)(4) & (5)
Pat
From:
To:
Subject:
Date:
Parks, Silvia
"francine.blackburn@rbc.com"
Re: Two Items -ZFRSSETuesday, January 06, 2015 7:23:25 PM
(b)(4)
Thank you.
Regards,
Silvia Parks | Supervisory Manager
[frbny-email-signature-logo]
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358 |
M...917.273.2147
E--.silvia.parks@ny.frb.org<mailto:silvia.parks@ny.frb.org>
33 Liberty Street, New York, NY 10045 | newyorkfed.org<http://www.newyorkfed.org/>|
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Cc:
Subject:
Date:
Althea Pieters
Kwayne Jennings; Scott Alvarez; Michael Gibson; Michael Sexton; Richard Naylor; Jack Jennings; Ryan Lordos
Keith Coughlin
RBC/Lakers Proposal
Tuesday, January 06, 2015 7:25:50 PM
Dear All,
I just received a phone call from Shawn Mayer, RBC Regulatory Liaison, (b)(4), (5) & (8)
(b)(4), (5) & (8)
From:
To:
Subject:
Date:
Maher, Shawn
Althea Pieters
Following up.
Tuesday, January 06, 2015 7:26:15 PM
Althea,
Thanks for speaking a few minutes ago. Per our discussion, my contact information is below. Please
dont hesitate to contact me if youd like any additional information.
Thanks and kind regards,
Shawn
Shawn Maher
Managing Director
Head, Regulatory & Government Affairs, USA
Royal Bank of Canada
Three World Financial Center
200 Vesey Street
New York, NY 10281
Tel.:202-263-3481
Cell: (b)(6)
shawn.maher@rbccm.com
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
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Such communications are retained and may be produced to regulatory authorities or others with legal rights to the information.
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From:
To:
Subject:
Date:
Parks, Silvia
Yee, Rosalie
Fw: -FRSONLY- RBC acqusition (b)(4) & (5)
Tuesday, January 06, 2015 7:31:38 PM
Rosalie,
(b)(4) & (5)
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parks, Silvia
Sent: Tuesday, January 06, 2015 07:28 PM
To: Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
Cc: Dahlgren, Sarah
Subject: Re: -FRSONLY- RBC acqusition (b)(4) & (5)
Thanks Pat,
I just heard the same from RBC. (b)(4), (5) & (8)
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Meadow, Patricia
Sent: Tuesday, January 06, 2015 07:08 PM
To: Parks, Silvia; Arbuthnott, Marilyn; Smith, David A
Cc: Dahlgren, Sarah
Subject: -FRSONLY- RBC acqusition (b)(4) & (5)
From:
To:
Subject:
Date:
Gerlach, C. Andrew
Davis, George
RE: RBC
Tuesday, January 06, 2015 9:25:25 PM
George,
David Power from RBC was also in attendance.
C. Andrew Gerlach
(212) 558-4789
Andrew,
I have put together a list of the following participants from the meeting held last Tuesday. I am
probably missing a few names. Please review and let me know who I should add.
Thanks,
Nick Tomovski
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately
contact the sender by reply e-mail and destroy all copies of the original message.
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please delete the e-mail and notify us immediately.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Michael Sexton
RE: RBC/Lakers Proposal
Wednesday, January 07, 2015 7:46:00 AM
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
-----Original Message----From: Michael Sexton
Sent: Wednesday, January 07, 2015 6:35 AM
To: Betsy Howes-Bean
Subject: FW: RBC/Lakers Proposal
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at
7:25pm (above).
From:
To:
Cc:
Subject:
Date:
(b)(5)
Betsy Howes-Bean
Kwayne Jennings; Alison Thro
Joshua Sherwin
RE: RBC/Lakers Proposal
Wednesday, January 07, 2015 7:47:32 AM
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
-----Original Message----From: Kwayne Jennings
Sent: Tuesday, January 06, 2015 10:12 PM
To: Betsy Howes-Bean; Alison Thro
Subject: Fw: RBC/Lakers Proposal
FYI
----- Original Message ----From: Althea Pieters
Sent: Tuesday, January 06, 2015 07:25 PM Eastern Standard Time
To: Kwayne Jennings; Scott Alvarez; Michael Gibson; Michael Sexton; Richard Naylor; Jack Jennings; Ryan
Lordos
Cc: Keith Coughlin
Subject: RBC/Lakers Proposal
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:25pm
(above).
From:
To:
Cc:
Subject:
Date:
Nigel Ogilvie
Lee Kapos (FRS); Charles A Nedd (FRS)
Althea Pieters
FW: RBC/Laker Proposal -FRSONLYWednesday, January 07, 2015 10:15:05 AM
INTERNAL FR
Charles, thanks for your notice earlier this morning. (b)(5)
(b)(5)
Cheers
Nigel
Nigel R. Ogilvie, CFA
Banking Supervision & Regulation
Board of Governors of the Federal Reserve
nigel.ogilvie@frb.gov
202-973-5090 Office
(b)(6)
BlackBerry cell
"There are no passengers on Spaceship Earth. We are all crew." - Marshall McLuhan citing Buckminster Fuller
-----Original Message----From: Althea Pieters
Sent: Wednesday, January 07, 2015 9:52 AM
To: Nigel Ogilvie; Joshua Sherwin
Subject: FW: RBC/Laker Proposal -FRSONLYINTERNAL FR
Please see email below.
Nigel at your convenience (b)(5)
Althea
-----Original Message----From: Althea Pieters
Sent: Tuesday, January 06, 2015 7:2 PM
To: Kwayne Jennings; Scott Alvarez; Michael Gibson; Michael Sexton; Richard Naylor; Jack Jennings; Ryan
Lordos
Cc: Keith Coughlin
Subject: RBC/Lakers Proposal
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:25pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:25pm
(above).
From:
To:
Cc:
Subject:
Date:
Nigel Ogilvie
Althea Pieters
Charles A Nedd (FRS)
Thank you Charles! -FRSONLYWednesday, January 07, 2015 10:16:19 AM
RESTRICTED FR
Nigel R. Ogilvie, CFA
Banking Supervision & Regulation
Board of Governors of the Federal Reserve
nigel.ogilvie@frb.gov
202-973-5090 Office
(b)(6)
BlackBerry cell
"There are no passengers on Spaceship Earth. We are all crew." - Marshall McLuhan citing
Buckminster Fuller
From: Charles A Nedd (FRS)
Sent: Wednesday, January 07, 2015 10:06 AM
To: Nigel Ogilvie
Subject: FW: -FRSONLY- City National Corp - Potential Merger
FYI
Charles A. Nedd
From: Nedd, Charles A
Sent: Tuesday, January 06, 2015 6:41 PM
To: Kapos, Lee; Duchene, Steve
Cc: Zerbe, Kevin
Subject: -FRSONLY- City National Corp - Potential Merger
Lee,
I (b)(4), (5) & (8)
Charles A. Nedd
WZ/'
Federal Reserve Bank of San Francisco
950 South Grand Avenue, Los Angeles, CA 90015
K (b)(6)
Charles.A.Nedd@sf.frb.org www.frbsf.org
From:
To:
Subject:
Date:
Joshua Sherwin
Althea Pieters
RE: RBC/Laker Proposal -FRSONLYWednesday, January 07, 2015 10:27:30 AM
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 7,
2015 at 10:15am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:25pm
(above).
From:
To:
Cc:
Subject:
Date:
Betsy Howes-Bean
Rosalie Yee (FRS)
Joshua Sherwin
RE: RBC/City National Update -FRSONLYWednesday, January 07, 2015 11:24:13 AM
INTERNAL FR
Thanks for letting us know. I went through the known issues with them in the meeting yesterday
((b)(4) & (5)
(b)(4) & (5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Rosalie Yee (FRS)
Sent: Wednesday, January 07, 2015 11:15 AM
To: Joshua Sherwin; Betsy Howes-Bean; Michael Waldron; Alison Thro
Cc: George Davis (FRS)
Subject: RBC/City National Update -FRSONLYFYI
(b)(4) & (5)
From:
To:
Cc:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
Davis, George
RE: RBC/City National -FRSONLYWednesday, January 07, 2015 11:43:46 AM
From:
To:
Cc:
Subject:
Date:
Alison Thro
Rosalie Yee (FRS); Joshua Sherwin; Betsy Howes-Bean; Michael Waldron
George Davis (FRS)
RE: RBC/City National Update -FRSONLYWednesday, January 07, 2015 11:52:00 AM
From:
To:
Subject:
Date:
Yee, Rosalie
Parks, Silvia
RE: -FRSONLY- RBC acqusition (b)(4) & (5)
Wednesday, January 07, 2015 12:04:13 PM
RESTRICTED FR
Thanks!
From: Parks, Silvia
Sent: Tuesday, January 06, 2015 7:3 PM
To: Yee, Rosalie
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at
7:31pm (above).
From:
To:
Subject:
Date:
Regards,
Silvia Parks | Supervisory Manager
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:23pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:23pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 6,
2015 at 7:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RBC -FRSONLYWednesday, January 07, 2015 2:19:50 PM
LEGALDOCS-552728.PDF.DRF
DUPLICATE - An identical copy of this 37-page attachment is contained in the email chain on
December 29, 2014 at 11:03pm (above). Accordingly, the attachment is a duplicate copy that
has already been addressed.
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RE: RBC -FRSONLYWednesday, January 07, 2015 2:47:15 PM
LEGALDOCS-552726.DOCx.drf
Oops. (I put them in the same folder. I dragged the wrong file into the email.)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, January 07, 2015 2:40 PM
To: Davis, George
Subject: RE: RBC -FRSONLY-
From:
To:
Cc:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
George Davis (FRS)
RE: RBC Branch -FRSONLYMonday, January 12, 2015 2:45:46 PM
INTERNAL FR
HI Rosalie, (b)(4), (5) & (8)
INTERNAL FR
(b)(4) & (5); In addition, this email pertains solely to RBC's branch application, and therefore,
is not responsive to the FOIA request.
INTERNAL FR
Hi Rosalie,
(b)(4) & (5)
.
From: Rosalie Yee (FRS)
Sent: Wednesday, January 07, 2015 5:21 PM
To: Joshua Sherwin
Cc: George Davis (FRS)
Subject: RBC Branch -FRSONLY-
Josh,
(b)(4) & (5); In addition, this e-mail pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Pieters, Althea N (Board)
FW: RBC -FRSONLYTuesday, January 13, 2015 4:19:52 PM
image001.png
RESTRICTED FR
Please see below an update on the NJ Branch application and City National. I will let you know what
Francine says.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
City National
Rodge Cohen called Tom Baxter; (b)(4) & (5)
.
From:
To:
Cc:
Subject:
Date:
Attachments:
Davis, George
Parks, Silvia
Yee, Rosalie
RE: RBC -FRSONLYTuesday, January 13, 2015 4:52:10 PM
image002.png
image001.png
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Parks, Silvia
Sent: Tuesday, January 13, 2015 4:23 PM
To: Yee, Rosalie
Cc: Davis, George
Subject: RE: RBC -FRSONLY-
Rosalie,
Thank you for the update.
(b)(5)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
RE: -FRSONLY- RBC Prospective Acquisition in CA
Tuesday, January 13, 2015 5:30:42 PM
I was expecting S&C and RBC to come in and meet with us (b)(5)
From: Baxter, Thomas
Sent: Tuesday, January 13, 2015 9:09 AM
To: Hurwitz, Ivan
Cc: Yee, Rosalie
Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA
(b)(5)
Tom,
(b)(4), (5) & (8)
.
Thomas C. Baxter, Jr.
General Counsel and Executive Vice President
Federal Reserve Bank of New York
From:
To:
Cc:
Subject:
Date:
Importance:
Althea Pieters
Parks, Silvia
Jennings, Kwayne L (Board)
FW: -FRSONLY- City National Corp Merger
Wednesday, January 14, 2015 7:03:49 AM
High
INTERNAL FR
Hi Silvia,
Update from FRB San Francisco (b)(4) & (5)
Althea
From: Charles A Nedd (FRS)
Sent: Tuesday, January 13, 2015 6:22 PM
To: Lee Kapos (FRS)
Cc: Steve Duchene (FRS); Kevin Zerbe (FRS); Nigel Ogilvie; Althea Pieters; Teresa Curran (FRS)
Subject: -FRSONLY- City National Corp Merger
Importance: High
Lee,
(b)(4), (5) & (8)
Charles A. Nedd
Central Point of Contact / Regional Institutions Group
Federal Reserve Bank of San Francisco
950 South Grand Avenue, Los Angeles, CA 90015
Office: (213) 683-2346 / Cell: (b)(6)
Charles.A.Nedd@sf.frb.org www.frbsf.org
From:
To:
Subject:
Date:
Charlton, Richard
Notaro, Rosanne
RE: RBC/CN -FRSONLYWednesday, January 14, 2015 11:07:53 AM
RESTRICTED FR
Stop by when you get a chance. Thanks.
From: Notaro, Rosanne
Sent: Wednesday, January 14, 2015 10:57 AM
To: Charlton, Richard
Subject: RE: RBC/CN -FRSONLY-
RESTRICTED FR
I dont think so?
From: Charlton, Richard
Sent: Wednesday, January 14, 2015 10:56 AM
To: Notaro, Rosanne
Subject: RBC/CN -FRSONLY-
RESTRICTED FR
Are you already in the loop on (b)(4) & (5)
Richard E. Charlton
Counsel and Vice President
Federal Reserve Bank of New York
(212) 720-2867
(m) (917) 539-8697
richard.charlton@ny.frb.org
Any views expressed are those of the author and do not necessarily reflect the position of the
Federal Reserve Bank of New York or the Federal Reserve System.
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
RE: -FRSONLY- RBC Prospective Acquisition in CA
Wednesday, January 14, 2015 11:48:57 AM
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
From: Baxter, Thomas
Sent: Tuesday, January 13, 2015 9:09 AM
To: Hurwitz, Ivan
Cc: Yee, Rosalie
Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at
5:30pm (above).
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Notaro, Rosanne
RE: RBC/CN -FRSONLYWednesday, January 14, 2015 11:54:00 AM
image001.png
Hi Rosanne,
(b)(4) & (5)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
Silvia do you have background on the item Rich mentions? Could you pls keep me posted
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
11:07am (above).
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Plotkin, Howard R
FW: Update -ZFRSSEWednesday, January 14, 2015 2:23:17 PM
image002.png
Hi Howard,
Hope all is well. (b)(4)
Thank you.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
M...917.273.2147
E--.silvia.parks@ny.frb.org
From:
To:
Subject:
Date:
Attachments:
Notaro, Rosanne
Charlton, Richard
RE: RBC/CN -FRSONLYWednesday, January 14, 2015 3:51:14 PM
image002.png
image003.png
RESTRICTED FR
(b)(5)
RESTRICTED FR
(b)(5)
thanks. Ivan also said that Rodg has been calling Tom about it.
Thanks.
From: Notaro, Rosanne
Sent: Wednesday, January 14, 2015 3:40 PM
To: Charlton, Richard
Subject: FW: RBC/CN -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 11:54am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 11:54am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 14,
2015 at 11:07am (above).
Any views expressed are those of the author and do not necessarily reflect the position of the
From:
To:
Cc:
Subject:
Date:
Attachments:
Parks, Silvia
Meadow, Patricia
Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
RE: RBC acquisition timeline update -FRSONLYThursday, January 15, 2015 12:13:40 PM
image002.png
2014-12-28 Laker - Bay Regulatory Presentation_vFINAL.pdf
image001.png
RESTRICTED FR
Pat,
There is some information on p.13 and 32 of the acquisition presentation (attached).
City National will be acquired by the current holding company, RBC Holdco, which immediately
becomes a BHC. On July 1, 2016, the BHC will be designated as IHC. RBC Bank Georgia and a few
other U.S. subs not currently under the Holdco, will be transferred under the Holdco/IHC on(b)(5) & (8)
2016. (b)(5) & (8)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
RESTRICTED FR
Pat,
We heard from the acquisition target, through FRBSF and Board, that negotiations are expected to
be concluded in the next couple of days. Final board review and presentation are expected to occur
on (b)(4) & (5)
, and if approved, a public announcement of the signing of the merger
documents will occur on (b)(4) & (5)
I do not have confirmation from RBC at this time.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Notaro, Rosanne
Charlton, Richard
FW: RBC acquisition timeline update -FRSONLYThursday, January 15, 2015 3:44:57 PM
image002.png
image001.png
RESTRICTED FR
fyi
From: Parks, Silvia
Sent: Thursday, January 15, 2015 11:53 AM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
Subject: RBC acquisition timeline update -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 15, 2015 at 12:13pm
(above).
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George
FW: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 10:58:01 AM
image002.png
2014-12-28 Laker - Bay Regulatory Presentation_vFINAL.pdf
image001.png
When you have a chance, do you want to ask ACRU to set up a DM file to house our documents?
Thanks.
From: Parks, Silvia
Sent: Thursday, January 15, 2015 12:1 PM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
Subject: RE: RBC acquisition timeline update -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 15, 2015 at 12:13pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 15, 2015 at
12:13pm (above).
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
RE: -FRSONLY- RBC Prospective Acquisition in CA
Friday, January 16, 2015 12:01:07 PM
.
From: Yee, Rosalie
Sent: Wednesday, January 14, 2015 12:02 PM
To: Hurwitz, Ivan
Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
11:48am (above).
From: Yee, Rosalie
Sent: Tuesday, January 13, 2015 9:35 AM
To: Baxter, Thomas; Hurwitz, Ivan
Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at
5:30pm (above).
From: Baxter, Thomas
Sent: Tuesday, January 13, 2015 9:09 AM
To: Hurwitz, Ivan
Cc: Yee, Rosalie
Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at
5:30pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at 5:30pm
(above).
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC response to AI B1 or B3 standardized request -FRSONLYFriday, January 16, 2015 12:44:43 PM
image001.png
INTERNAL FR
OK. I spoke with George. He is going to arrange and quick call and I am going to redraft an AI email for the FRBNY to send out. M(b)(5)
Thanks!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Friday, January 16, 2015 12:29 PM
To: Betsy Howes-Bean
Subject: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
This was the question in the November AI letter and their response. This refers you to the same spot in the quarterly report/ARS from which the data
in the financial supplement that I showed you is drawn.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC -FRSONLYFriday, January 16, 2015 1:00:19 PM
INTERNAL FR
Yes please.
From: George Davis (FRS)
Sent: Friday, January 16, 2015 1:00 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Does Betsy want to be on the call?
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, January 16, 2015 12:51 PM
To: Davis, George
Subject: RBC -FRSONLY-
INTERNAL FR
I spoke to Betsy and she thinks we ought to just do a call to ask.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC -FRSONLYFriday, January 16, 2015 1:42:50 PM
INTERNAL FR
OK. Im going to need to leave. Im working a half day. Please ping me and or let me know when you
hear. My personal cell phone is (b)(6)
my home (b)(6)
From: George Davis (FRS)
Sent: Friday, January 16, 2015 1:32 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
I called and left a voicemail with RBC counsel. Im waiting to hear back before setting up a time for
the call.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, January 16, 2015 1:05 PM
To: Davis, George
Subject: RE: RBC -FRSONLY-
INTERNAL FR
She doesnt need to be but you can invite her.
From: George Davis (FRS)
Sent: Friday, January 16, 2015 1:00 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on
January 16, 2015 at 1:00pm (above).
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
FW: RBC -FRSONLYFriday, January 16, 2015 1:49:21 PM
INTERNAL FR
Hi Betsy,
I need to take off shortly. George has left a message with counsel and is going to try to arrange a call
today with one or both of us. In the meantime, Im going to draft an email that lays out the issue
and explains why their answer to the AI question was insufficient.
From: George Davis (FRS)
Sent: Friday, January 16, 2015 1:32 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 1:42pm
(above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on
January 16, 2015 at 1:00pm (above).
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Parks, Silvia
RE: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 2:50:02 PM
image001.png
image003.png
From:
To:
Cc:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan
Davis, George
RBC/City National
Friday, January 16, 2015 3:33:12 PM
FYI
The San Francisco Fed has heard from City National that the deal will be announced publicly next
week. (b)(5)
.
(b)(5)
.
Stay tuned.
From:
To:
Cc:
Subject:
Date:
INTERNAL FR
Rosalie and I called back and were not able to speak directly to Greg or Amelia. We left a voicemail with Amelia and reiterated
(b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]
Sent: Friday, January 16, 2015 3:36 PM
To: Davis, George; Sherwin, Joshua M (Board)
Cc: Yee, Rosalie
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: George Davis (FRS)
Sent: Friday, January 16, 2015 3:33 PM
To: Joshua Sherwin; Betsy Howes-Bean
Cc: Rosalie Yee (FRS)
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
I received a call back from RBCs counsel (Greg Lyons and Amelia Russell) in response to a voicemail that I left for Amelia earlier in the afternoon. I relayed the question below and stated that we
(b)(5)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 12:44pm
(above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC
Friday, January 16, 2015 5:21:05 PM
When you have a chance, could you please update AMPS regarding the capital issue request?
Thanks.
From:
To:
Subject:
Date:
Attachments:
Charlton, Richard
Hansen, Joyce (joyce.hansen@ny.frb.org)
FW: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 6:39:49 PM
image001.png
RESTRICTED FR
Fyi.
From: Notaro, Rosanne
Sent: Friday, January 16, 2015 6:29 PM
To: Charlton, Richard
Cc: Baxter, Thomas; Hurwitz, Ivan
Subject: Fw: RBC acquisition timeline update -FRSONLY-
FYI.
From: Parks, Silvia
Sent: Friday, January 16, 2015 06:04 PM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
Subject: RE: RBC acquisition timeline update -FRSONLY-
RESTRICTED FR
Hi Pat,
I heard from Francine Blackburn at RBC today and she (b)(4) & (5)
.
To be continued
Have a good weekend!
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Attachments:
Smith, David A
Parks, Silvia; Meadow, Patricia
Arbuthnott, Marilyn
RE: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 6:45:45 PM
image002.png
image003.png
RESTRICTED FR
Interesting..
Have a nice weekend
David
T--.212.720.7662
M...(b)(6)
E--.david.a.smith@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 6:39pm (above).
From:
To:
Subject:
Date:
Attachments:
Meadow, Patricia
Parks, Silvia
Re: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 7:54:01 PM
image001.png
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 6:39pm (above).
Rosanne
Subject: RBC acquisition timeline update -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 15, 2015 at 12:13pm (above).
From:
To:
Subject:
Date:
Alison Thro
Scott Alvarez; Valerie Delaney; Michael Sexton
RE: RBC and City National
Monday, January 19, 2015 5:13:00 PM
From:
To:
Cc:
Subject:
Date:
Maher, Shawn
Scott Alvarez
"valerie.delaney@frb.gov"
Re: Following up re: meeting on January 5th.
Monday, January 19, 2015 6:45:21 PM
Scott:
Rodg Cohen has indicated that a meeting with you has now been scheduled for tomorrow, Tuesday,
at 5pm. Assuming that to be the case, I wanted to send to you and Val the clearance information for
those attending in person:
David Russell Allgood, EVP and General Counsel
DOB: (b)(6)
Citizenship: (b)(6)
Passport number: (b)(6)
Francine Blackburn, Chief Compliance Officer and EVP for Regulatory and Government Affairs, RBC
DOB: (b)(6)
Citizenship: (b)(6)
Passport no
Anthony Carmelo Simeone Pagano, RBC
DOB: (b)(6)
Citizenship: (b)(6)
Passport no
Karim Rajwani
DOB: (b)(6)
Citizenship: (b)(6)
Passport no.
Donald J. Toumey, Sullivan & Cromwell
DOB:(b)(6)
SSN:
Henry Rodgin Cohen, Sullivan & Cromwell
DOB: (b)(6)
SSN:
Shawn Paul Maher, RBC
DOB:(b)(6)
SSN:
Also, Val, is there a dial-in number you can provide for those calling in to the meeting?
Scott:
Please excuse this email on MLK Day, (b)(4)
. I know it's very
short notice, but would it be possible to meet either Tuesday after 3pm or Wednesday before 4?
We would like to update you and your colleagues and discuss this matter (b)(4)
. Attending on behalf of RBC, as of now, would be:
David Allgood, EVP and General Counsel, RBC;
Francine Blackburn, Chief Compliance Officer and EVP for Regulatory and Government Affairs;
Anthony Pagano, Chief Counsel, M&A;
Karim Rajwani, Global Head, AML;
Rodg Cohen, Sullivan & Cromwell; and
Don Toumey, Sullivan & Cromwell.
I would attend, as well.
Also, representatives of the target company may participate by phone. As of now, I am told they will
be:
Mike Cahill, EVP, General Counsel, and Corporate Secretary; and
Richard Kim, Wachtell, Lipton, Rosen & Katz
If a meeting is not possible in either of the above windows, we would welcome a chance to meet or
speak by phone at another time, preferably before Wednesday at 4.
I'd be happy to discuss further at your convenience.
Thanks for your consideration, Scott. And again, please excuse this message on the holiday.
All the best,
Shawn
From: Maher, Shawn
Sent: Wednesday, January 07, 2015 10:21 AM
To: 'scott.alvarez@frb.gov' <scott.alvarez@frb.gov>
Subject: Re: Following up re: meeting on January 5th.
Shawn,
No need from my end to talkAlthea filled us in. If theres anything more, let Val know and
shell get time on the schedule.
All the best!
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Tuesday, January 06, 2015 10:01 PM
To: Scott Alvarez
Subject: Re: Following up re: meeting on January 5th.
Scott,
if you have time for a quick call tomorrow, I'd like to update you on the matter we discussed
yesterday. (b)(4)
I connected with Althea Pieters on this matter earlier this
evening, but wanted to reach out to you, as well.
Many thanks.
Shawn
From: Maher, Shawn
Sent: Monday, January 05, 2015 07:09 PM
To: 'Scott Alvarez' <scott.alvarez@frb.gov>
Cc: Valerie Delaney <valerie.delaney@frb.gov>
Subject: RE: Following up re: meeting on January 5th.
Scott,
I just wanted to say thanks to you and your colleagues for taking time to meet with us this morning.
We appreciate your time and consideration. We will stay in contact with you over the coming days
as things move forward. In the meantime, please dont hesitate to let me know if you have any
questions or concerns.
Valerie, thanks to you, as well, for your kind assistance in facilitating this mornings meeting
particularly during the holiday period when you were away from the office.
Kind regards,
Shawn
From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
Sent: Tuesday,December 30, 2014 4:34 PM
To: Maher, Shawn
Cc: Valerie Delaney
Subject: Re: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30,
2014 at 4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30,
2014 at 4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:24am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
Kind regards,
Shawn
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
To: 'Scott Alvarez'
Subject: Follow-up from August 27 meeting
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
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________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
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E-Mail received by or sent from RBC Capital Markets is subject to review by Supervisory personnel.
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IRS CIRCULAR 230 NOTICE: TO COMPLY WITH U.S. TREASURY REGULATIONS, WE ADVISE YOU THAT ANY U.S. FEDERAL TAX ADVICE
INCLUDED IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, TO AVOID ANY U.S. FEDERAL TAX
PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.
________________________________________
From:
To:
Subject:
Date:
Maher, Shawn
Althea Pieters
Re: Following up.
Monday, January 19, 2015 7:15:31 PM
Althea,
Thanks for your call just now. I wish you safe travels and I look forward to staying in contact.
Kind regards,
Shawn
From: Maher, Shawn
Sent: Monday, January 19, 2015 02:17 PM
To: 'althea.n.pieters@frb.gov' <althea.n.pieters@frb.gov>
Subject: Re: Following up.
Althea,
Please excuse this email on MLK Day. I wanted to let you know that I emailed Scott this morning to
request a meeting for tomorrow after 3 or Wednesday before 4 to update and discuss with Board
staff further developments in the matter about which we met on January 5th. I realize that it's very
short notice, but we did want to connect with Scott, you, and others at the Board before a potential
public statement later in the week.
If you have a moment to discuss, I am at (b)(6)
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:26pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:26pm (above).
From:
To:
Subject:
Date:
Althea Pieters
Parks, Silvia
RE: RBC Update -ZFRSSEMonday, January 19, 2015 7:17:29 PM
INTERNAL FR
Hi Silvia,
I spoke with Shawn who has confirmed that a meeting is scheduled for tomorrow at 5PM with the firm and Scott. I
will be out of the office starting tomorrow until 1/29/15. However, I will IM during the day to check on your
availability. I am travelling tomorrow.
Regards,
Althea
-----Original Message----From: Silvia Parks (FRS)
Sent: Monday, January 19, 2015 6:27 PM
To: Althea Pieters
Subject: Fw: RBC Update -ZFRSSEAlthea,
Please see below the latest update. We can talk tomorrow.
Regards,
SILVIA PARKS
Large International Financial Institutions Financial Institution Supervision Group Federal Reserve Bank of New
York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Monday, January 19, 2015 04:17 PM
To: Parks, Silvia
Subject: RE: Update -ZFRSSEHello Silvia. (b)(4)
Thanks,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
[frbny-email-signature-logo]
Large International Financial Institutions Financial Institution Supervision Group
T--.212.720.7358 |
M...917.273.2147
E--.silvia.parks@ny.frb.org<mailto:silvia.parks@ny.frb.org>
33 Liberty Street, New York, NY 10045 | newyorkfed.org<http://www.newyorkfed.org/>|
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Re: Update -ZFRSSEMonday, January 19, 2015 9:07:39 PM
Thanks Silvia for your prompt response on a US holiday. I have heard from Rodge Cohen at S&C that we are
confirmed to meet with Scott Alvarez at 5:00pm tomorrow Jan 20. I do not know who else will attend but would
expect Althea to also be there.
(b)(4)
Sincerely,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --Francine,
I will discuss with Althea tomorrow and let you know what our thoughts are. We can talk tomorrow afternoon or
wednesday morning. (b)(4) & (8)
Thank you.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Monday, January 19, 2015 04:17 PM
To: Parks, Silvia
Subject: RE: Update -ZFRSSE-
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
7:17pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
7:17pm (above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
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------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
francine.blackburn@rbc.com
Parks, Silvia
RE: Re: Update -ZFRSSEMonday, January 19, 2015 9:54:14 PM
Silvia, I understand that my response message was not delivered so I will recopy just in case.
------------------Thanks Silvia for your prompt response on a US holiday. I have heard from Rodge Cohen at S&C that we are
confirmed to meet with Scott Alvarez at 5:00pm tomorrow Jan 20. I do not know who else will attend but would
expect Althea to also be there.
(b)(4)
Sincerely,
Francine
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
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From:
To:
Subject:
Date:
Betsy Howes-Bean
Michael Sexton
Re: RBC and City National -FRSONLYTuesday, January 20, 2015 6:52:32 AM
Yes.
----- Original Message ----From: Michael Sexton
Sent: Tuesday, January 20, 2015 06:40 AM Eastern Standard Time
To: Betsy Howes-Bean
Subject: FW: RBC and City National -FRSONLYINTERNAL FR
Can you cover this meeting?
-----Original Message----From: Scott Alvarez
Sent: Monday, January 19, 2015 5:12 PM
To: Scott Alvarez; Valerie Delaney; Alison Thro; Michael Sexton
Subject: RBC and City National
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015
at 5:13pm (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Alison Thro
FW: RBC Meeting with Board Staff on Jan. 20th
Tuesday, January 20, 2015 7:46:16 AM
From:
To:
Subject:
Date:
Richard Naylor
Althea Pieters; Kwayne Jennings; Ryan Lordos
Re: RBC additional details
Tuesday, January 20, 2015 8:23:06 AM
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 2:23pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 2:23pm
(above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
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------------------------------------------------------------------------This message was secured by ZixCorp(R).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
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From:
To:
Subject:
Date:
Alison Thro
Betsy Howes-Bean
RE: RBC and City National -FRSONLYTuesday, January 20, 2015 8:48:21 AM
INTERNAL FR
Then you should be there. I'm planning on coming in for it (even though I'm out of the office today).
-----Original Message----From: Betsy Howes-Bean
Sent: Tuesday, January 20, 2015 8:34 AM
To: Alison Thro
Subject: Re: RBC and City National -FRSONLYYes Mike is not coming.
DUPLICATE - An identical copy of this email is contained in the email chain on January 20,
2015 at 6:52am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19,
2015 at 5:13pm (above).
From:
To:
Subject:
Date:
Alison Thro
Valerie Delaney
RE: RBC and City National
Tuesday, January 20, 2015 10:23:00 AM
Val, I would be glad to do that but I'm out of the office until late this afternoon (just before the meeting). Could you
ask Michelle to send me the information and I'll register them? Just let me know. Thanks.
-----Original Message----From: Valerie Delaney
Sent: Tuesday, January 20, 2015 10:19 AM
To: Alison Thro
Subject: Re: RBC and City National
Hi Alison. Can u check for me to see if the meeting today at 5 pm with Rodgin and the seven guests that are coming
with him have given Scott their security information. Michelle from Rodgin office said they did. Can u please ask
Scott. Thanks
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
Original Message
From: Alison Thro
Sent: Monday, January 19, 2015 5:13 PM
To: Scott Alvarez; Valerie Delaney; Michael Sexton
Subject: RE: RBC and City National
DUPLICATE - An identical copy of this email is contained in the email chain on January 19,
2015 at 5:13pm (above).
-----Original Message----From: Scott Alvarez
Sent: Monday, January 19, 2015 5:12 PM
To: Scott Alvarez; Valerie Delaney; Alison Thro; Michael Sexton
Subject: RBC and City National
DUPLICATE - An identical copy of this email is contained in the email chain on January 19,
2015 at 5:13pm (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
FW: RBC additional details -FRSONLYTuesday, January 20, 2015 10:24:00 AM
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
-----Original Message----From: Kwayne Jennings
Sent: Tuesday, January 20, 2015 9:48 AM
To: Michael Gibson; Jack Jennings
Cc: Keith Coughlin; Betsy Howes-Bean; Michael Sexton
Subject: FW: RBC additional details -FRSONLYINTERNAL FR
Restricted FR
Please see the note below. RBC (b)(4), (5) & (8)
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:23am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --- Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
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From:
To:
Subject:
Date:
Valerie Delaney
Scott Alvarez
Re: RBC and City National -FRSONLYTuesday, January 20, 2015 10:51:09 AM
INTERNAL FR
Val,
The info all went to you from Shawn Maher yesterday. Have you taken care of it or should I get someone else
to enter them?
Thanks!
Scott
-----Original Message----From: Valerie Delaney
Sent: Tuesday, January 20, 2015 10:29 AM
To: Scott Alvarez
Subject: Re: RBC and City National
Good morning Scott. It is my understand that the seven guests coming in with Rodgin at 5 pm today have already
given u their security information per Michelle Bonds. If so, I need to let Michelle know. Thanks
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
5:13pm (above).
From:
To:
Subject:
Date:
Althea Pieters
Scott Alvarez
RE: RBC additional details -FRSONLYTuesday, January 20, 2015 11:11:09 AM
INTERNAL FR
Scott,
Thank you. I am currently working from The Federal Reserve Bank of Cleveland so I will be unable to attend in
person.
Thanks,
Althea
-----Original Message----From: Scott Alvarez
Sent: Tuesday, January 20, 2015 8:51 AM
To: Althea Pieters
Cc: Kwayne Jennings; Richard Naylor
Subject: RE: RBC additional details -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at
8:23am (above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --- Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
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------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George
FW: RBC acquisition timeline update -FRSONLYTuesday, January 20, 2015 11:18:26 AM
image001.png
FYI
From: Parks, Silvia
Sent: Friday, January 16, 2015 6:04 PM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
Subject: RE: RBC acquisition timeline update -FRSONLY-
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 6:39pm
(above).
Subject: RBC acquisition timeline update -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 15, 2015 at
12:13pm (above).
From:
To:
Subject:
Date:
MGT-Waves
Scott Alvarez
Your visitor registration request for Francine Blackburn has been approved
Tuesday, January 20, 2015 11:36:51 AM
From:
To:
Subject:
Date:
MGT-Waves
Scott Alvarez
Your visitor registration request for Shawn P Maher has been approved
Tuesday, January 20, 2015 11:37:58 AM
From:
To:
Subject:
Date:
MGT-Waves
Scott Alvarez
Your visitor registration request for Anthony Pagano has been approved
Tuesday, January 20, 2015 11:38:40 AM
From:
To:
Subject:
Date:
Kwayne Jennings
Scott Alvarez
RE: RBC additional details -FRSONLYTuesday, January 20, 2015 12:07:02 PM
INTERNAL FR
Hi Scott,
I am interested in attending.
Thank you
-----Original Message----From: Scott Alvarez
Sent: Tuesday, January 20, 2015 8:51 AM
To: Althea Pieters
Cc: Kwayne Jennings; Richard Naylor
Subject: RE: RBC additional details -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:23am
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --- Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at
2:23pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
From:
To:
Subject:
Date:
Valerie Delaney
Scott Alvarez
Fw: Following up re: meeting on January 5th. -FRSONLYTuesday, January 20, 2015 12:17:37 PM
INTERNAL FR
I sent the info. Here it is again.
** Please do not disclose this information to any unauthorized parties, as the privacy of your conference
may be compromised.
Have a nice day,
)URP
7R
6XEMHFW
'DWH
9DOHULH'HODQH\
/RUUDLQH2GRP
5H)ROORZLQJXSUHPHHWLQJRQ-DQXDU\WK)5621/<
7XHVGD\-DQXDU\$0
Thanks. Don't forget the 15 conf line and please send to me. Thanks
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Lorraine Odom
Sent: Tuesday, January 20, 2015 11:37 AM
To: Valerie Delaney
Subject: FW: Following up re: meeting on January 5th. -FRSONLY-
INTERNAL FR
I entered the seven names into visitors registration.
Lorraine
From: Valerie Delaney
Sent: Tuesday, January 20, 2015 11:06 AM
To: Lorraine Odom
Subject: Fw: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
(above).
Scott:
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19,
2015 at 6:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January
19, 2015 at 6:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30,
2014 at 4:45pm (above).
Thanks!
Scott
From: Maher, Shawn [mailto:shawn.maher@rbccm.com]
Sent: Tuesday, December 30, 2014 03:39 PM
To: Scott Alvarez
Cc: Valerie Delaney
Subject: Re: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014
at 4:45pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December
23, 2014 at 8:24am (above).
Shawn
From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
Sent: Tuesday, December 23, 2014 08:01 AM
To: Maher, Shawn
Cc: Valerie Delaney <valerie.delaney@frb.gov>
Subject: RE: Following up re: meeting on January 5th.
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:24am
(above).
Shawn,
DUPLICATE - An identical copy of this email is contained in the email chain on December 23,
2014 at 8:14am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
8:14am (above).
_____________________________________________
From: Maher, Shawn
Sent: 2014, December, 09 5:57 PM
To: 'Scott Alvarez'
Subject: Follow-up from August 27 meeting
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am (above).
________________________________________
This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
The sender does not waive any of its rights, privileges or other protections respecting this information.
Any distribution, copying or other use of this E-Mail or the information it contains, by other than an intended recipient, is not sanctioned and is prohibited.
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This E-Mail (including any attachments) may contain privileged or confidential information. It is intended only for the addressee(s) indicated above.
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From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC response to AI B1 or B3 standardized request -FRSONLYTuesday, January 20, 2015 1:18:00 PM
Yes on a consolidated basis for the foreign bank parent (as well as any other parent of the foreign bank but I dont think there is any other parent in this case).
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, January 20, 2015 12:28 PM
To: Betsy Howes-Bean
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
For the parent, right?
From: Rosalie Yee (FRS)
Sent: Tuesday, January 20, 2015 12:21 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLYFor the parent company right? Not just the US BHC.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, January 20, 2015 11:59 AM
To: Davis, George
Cc: Yee, Rosalie
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
For the record, we will need all four ratios (CET1, T1, Total, Leverage) on either a B1 or B3 standardized basis.
From: George Davis (FRS)
Sent: Tuesday, January 20, 2015 11:52 AM
To: Joshua Sherwin
Cc: Rosalie Yee (FRS)
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
See Rosalies email below. I want to double check and make sure there isnt anything else we will need.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, January 20, 2015 11:49 AM
To: Davis, George
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
Greg and Amelia called. They wanted to confirm that we wanted parent level Basel 1 or 3 standardized numbers? Just checking. Let me know. Thanks.
From: Davis, George
Sent: Friday, January 16, 2015 3:33 PM
To: Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Cc: Yee, Rosalie
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 3:59pm (above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16,
2015 at 12:44pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 12:44pm
(above).
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC response to AI B1 or B3 standardized request -FRSONLYTuesday, January 20, 2015 1:34:58 PM
INTERNAL FR
Right.
From: Betsy Howes-Bean
Sent: Tuesday, January 20, 2015 1:19 PM
To: Joshua Sherwin
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLYImportance: High
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, January 20, 2015 12:28 PM
To: Betsy Howes-Bean
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm
( From:
b Joshua)Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, January 20, 2015 11:59 AM
To: Davis, George
Cc: Yee, Rosalie
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20,
2015 at 1:18pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).
From: Davis, George
Sent: Friday, January 16, 2015 3:33 PM
To: Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Cc: Yee, Rosalie
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 3:59pm
(above).
INTERNAL FR
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at
12:44pm (above).
From:
To:
Cc:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
Rosalie Yee (FRS)
RE: RBC response to AI B1 or B3 standardized request -FRSONLYTuesday, January 20, 2015 2:53:47 PM
INTERNAL FR
yes
From: George Davis (FRS)
Sent: Tuesday, January 20, 2015 2:43 PM
To: Joshua Sherwin
Cc: Rosalie Yee (FRS)
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
I assume we want the figures for the fiscal year that ended October 31, 2014. Correct?
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, January 20, 2015 12:45 PM
To: Yee, Rosalie; Davis, George
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
INTERNAL FR
Yes. Consolidated.
From: Rosalie Yee (FRS)
Sent: Tuesday, January 20, 2015 12:21 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, January 20, 2015 11:59 AM
To: Davis, George
Cc: Yee, Rosalie
Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).
From: Davis, George
Sent: Friday, January 16, 2015 3:33 PM
To: Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Cc: Yee, Rosalie
Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at
3:59pm (above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 12:44pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 12:44pm
(above).
From:
To:
Subject:
Date:
Kwayne Jennings
Betsy Howes-Bean
RE: RBC additional details -FRSONLYTuesday, January 20, 2015 4:08:18 PM
INTERNAL FR
Yes, leaving shortly
-----Original Message----From: Betsy Howes-Bean
Sent: Tuesday, January 20, 2015 3:57 PM
To: Kwayne Jennings
Subject: RE: RBC additional details -FRSONLYAre you going to this meeting? I am planning to go and I believe Alison Thro is going.
Betsy Howes-Bean
Manager, International Acquisitions and Activities Division of Banking Supervision and Regulation
(202) 452-3096
-----Original Message----From: Kwayne Jennings
Sent: Tuesday, January 20, 2015 9:48 AM
To: Michael Gibson; Jack Jennings
Cc: Keith Coughlin; Betsy Howes-Bean; Michael Sexton
Subject: FW: RBC additional details -FRSONLYINTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at
10:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:23am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --- Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015
at 2:23pm (above).
From:
To:
Subject:
Date:
security@frb.gov
Scott Alvarez
Your guest (Pagano, Anthony) has arrived
Tuesday, January 20, 2015 4:44:54 PM
From:
To:
Subject:
Date:
security@frb.gov
Scott Alvarez
Your guest (Blackburn, Francine) has arrived
Tuesday, January 20, 2015 4:48:10 PM
From:
To:
Subject:
Date:
security@frb.gov
Scott Alvarez
Your guest (Maher, Shawn P) has arrived
Tuesday, January 20, 2015 4:48:55 PM
From:
To:
Subject:
Date:
Michael Waldron
Alison Thro
RE: Royal Bank of Canada -FRSONLYTuesday, January 20, 2015 6:13:22 PM
INTERNAL FR
Sure.
From: Alison Thro
Sent: Tuesday, January 20, 2015 6:04 PM
To: Michael Waldron
Subject: Royal Bank of Canada -FRSONLYImportance: High
INTERNAL FR
Michael, Im going to need your help tomorrow
(b)(4), (5) & (8)
Sorry to spring this on you with such short notice, but this just came up.
Thanks.
--Alison
From:
To:
Subject:
Date:
Parks, Silvia
"francine.blackburn@rbc.com"
RE: Re: Update -ZFRSSETuesday, January 20, 2015 6:34:00 PM
Thanks Francine.
I should be free between 10 and 11am and between 12 and 1pm, if you are able to call. Otherwise, let me know
when you are free and I'll make time.
Regards,
Silvia Parks | Supervisory Manager
--- Originally sent by silvia.parks@ny.frb.org on Jan 20, 2015 6:23 PM --- Francine,
Thanks for keeping me in the loop. I am looking forward to hearing how the meeting at Board went.
Regards,
Silvia Parks | Supervisory Manager
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 9:07pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 19, 2015 6:38 PM --- Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
9:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 7:17pm
(above).
--- Originally sent by silvia.parks@ny.frb.org on Jan 14, 2015 10:10 AM --- Good morning Francine,
DUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 2:23pm
(above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
------------------------------------------------------------------------This message was secured by ZixCorp(R).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by
reply e-mail and destroy all copies of the original message.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Kwayne Jennings
Re: RBC Meeting with Board Staff -FRSONLYTuesday, January 20, 2015 8:04:31 PM
INTERNAL FR
Restricted FR
Earlier today, Board staff met with officials from RBC and counsel from City National to discuss the
proposed acquisition of City National by RBC. You will recall that RBC briefed Board staff on
January 5th of its intention to acquire City National. (b)(4), (5) & (8)
(b)(4), (5) & (8)
Kwayne
From:
To:
Subject:
Date:
Michael Gibson
Kwayne Jennings; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean; Althea
Pieters; Keith Coughlin
Re: RBC Meeting with Board Staff -FRSONLYTuesday, January 20, 2015 9:10:53 PM
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
From:
To:
Subject:
Date:
Thanks, Althea.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Althea Pieters [mailto:althea.n.pieters@frb.gov]
Sent: Tuesday, January 20, 2015 08:45 PM
To: Parks, Silvia
Subject: Fw: RBC Meeting with Board Staff -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
Andrew Cohen
Subject:
Location:
Start:
End:
Show Time As:
Recurrence:
(none)
Meeting Status:
Organizer:
Required Attendees:
Resources:
Andrew Cohen
Chae Hee Shin; Anusha Dharmasena; You Suk Kim; Sam Bailey
M-3255
INTERNALFR
Anusha(andSam),canyousendaround
(b)(5)
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
FW: RBC Meeting with Board Staff -FRSONLYWednesday, January 21, 2015 9:03:00 AM
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Kwayne Jennings
Sent: Tuesday, January 20, 2015 7:48 PM
To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean;
Althea Pieters; Keith Coughlin
Subject: RBC Meeting with Board Staff -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
From:
To:
Subject:
Date:
Kwayne Jennings
Alison Thro; Betsy Howes-Bean; Althea Pieters
OCC RBC/City National -FRSONLYWednesday, January 21, 2015 10:55:27 AM
INTERNAL FR
I just met with a couple of people from the OCC (on a separate matter) two of which had
responsibilities for City National, (b)(4), (5) & (8)
(b)(4), (5) & (8)
(b)(4), (5) & (8)
From:
To:
Cc:
Subject:
Date:
Attachments:
Meadow, Patricia
Parks, Silvia
Arbuthnott, Marilyn; Smith, David A
RE: RBC Timeline update -FRSONLYWednesday, January 21, 2015 1:10:01 PM
image002.png
RESTRICTED FR
Hi Pat,
(b)(5)
(b)(4)
opens.
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
INTERNAL FR
Scott Alvarez
Michael Gibson
Can you give me a call when you can--a matter re RBC (b)(5)
-FRSONLYWednesday, January 21, 2015 2:09:39 PM
From:
To:
Subject:
Date:
Alison Thro
Scott Alvarez
RE: Important
Wednesday, January 21, 2015 4:01:49 PM
Scott --
(b)(5)
(b)(4), (5) & (8)
(b)(5)
.
Thanks.
--Alison
-----Original Message----From: Scott Alvarez
Sent: Wednesday, January 21, 2015 3:47 PM
To: Alison Thro
Subject: FW: Important
Alison,
FYI.
(b)(5)
.
Do you agree?
Thanks!
Scott
-----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
Sent: Wednesday, January 21, 2015 2:39 PM
To: Scott Alvarez
Subject: Important
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us immediately.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Pieters, Althea N (Board)
FW: RBC Timeline update -FRSONLYWednesday, January 21, 2015 5:12:00 PM
image001.png
RESTRICTED FR
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 1:10pm
(above).
From:
To:
Subject:
Date:
Althea Pieters
Parks, Silvia
FW: RBC Meeting with Board Staff -FRSONLYWednesday, January 21, 2015 5:16:49 PM
INTERNAL FR
FYI
From: Michael Gibson
Sent: Wednesday, January 21, 2015 2:28 PM
To: Kwayne Jennings; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy HowesBean; Althea Pieters; Keith Coughlin
Subject: RE: RBC Meeting with Board Staff -FRSONLY-
INTERNAL FR
Kwayne,
Scott called to let me know that he just received a call from RBC (b)(4), (5) & (8)
(b)(4), (5) & (8)
Thanks,
Mike
From: Kwayne Jennings
Sent: Tuesday, January 20, 2015 7:48 PM
To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean;
Althea Pieters; Keith Coughlin
Subject: RBC Meeting with Board Staff -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
From:
To:
Subject:
Date:
Attachments:
Dahlgren, Sarah
Meadow, Patricia
RE: RBC acquisition update -FRSONLYWednesday, January 21, 2015 5:38:58 PM
image002.png
image001.png
RESTRICTED FR
Ahokaycool..
The news I gave you was the latest I had heard (as of Friday).
The firm went down yesterday to see Scott Alvarez (b)(5)
(b)(5)
RESTRICTED FR
RESTRICTED FR
(b)(5)
RESTRICTED FR
Hi Sarah,
(b)(4) & (5)
the RBC Board is meeting later this afternoon to vote
on the transaction and, if approved, the public announcement will come tomorrow morning before
the market opens. The target, City National Bank (CYN:US), is also announcing earnings tomorrow.
(b)(4) & (5)
.
Please reach out if you would like additional details.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Alison Thro
Kwayne Jennings; Betsy Howes-Bean
FW: RBC Meeting with Board Staff -FRSONLYWednesday, January 21, 2015 6:12:28 PM
INTERNAL FR
Scott is going to call Rodgin tonight (b)(5)
(b)(5)
Ill let you know if I hear anything further. Thanks. --Alison
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Kwayne Jennings
Sent: Wednesday, January 21, 2015 2:46 PM
To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean;
Althea Pieters; Keith Coughlin
Subject: RE: RBC Meeting with Board Staff -FRSONLY-
INTERNAL FR
Thanks, (b)(5)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at
5:16pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at
5:16pm (above).
From:
To:
Subject:
Date:
Parks, Silvia
"francine.blackburn@rbc.com"
Re: Laker Update
Wednesday, January 21, 2015 7:28:12 PM
RBC board has approved the transaction - signatures are being exchanged and the press
release is to be issued around 7:00 am tomorrow. I should receive an advance copy tonight
and I will send it to you this evening.
(b)(4) & (8)
Let's connect tomorrow if you have any questions. I would like to arrange a meeting as soon
as you are able to in order to discuss Bank Holding Company requirements so that we can
review our FBO implementation plan schedule to meet BHC requirements after closing - we
would also want to discuss how we should approach the revised FBO implementation plan.
Howard or I could arrange for a subset of the FBO Implementation team to meet with you and
others.
Thanks,
Francine
From:
To:
Subject:
Date:
Althea Pieters
Parks, Silvia
RE: Laker Update -FRSONLYWednesday, January 21, 2015 7:30:02 PM
INTERNAL FR
Thanks.
From: Silvia Parks (FRS)
Sent: Wednesday, January 21, 2015 7:25 PM
To: Althea Pieters
Subject: Fw: Laker Update
It's done!
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Wednesday, January 21, 2015 07:18 PM
To: Parks, Silvia
Subject: Laker Update
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 7:28pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at
7:28pm (above).
From:
To:
Subject:
Date:
Althea Pieters
francine.blackburn@rbc.com; Scott Alvarez
RE: RBC
Wednesday, January 21, 2015 8:26:26 PM
Francine,
Thank you for the update.
Althea N. Pieters
Thank you for meeting with us yesterday on such short notice (b)(4)
I wanted to inform you that (b)(4)
RBC's board approved the transaction. I will forward an early copy of the press
release to Althea as well as to Silvia Parks, RBC's CPC at the NY Fed.
Sincerely,
Francine Blackburn
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George
Fw: RBC acquisition to be announced tomorrow
Wednesday, January 21, 2015 8:34:56 PM
image001.png
Hello,
I meant to share this update earlier today. I can now confirm that the RBC board has approved the
transaction and the press release will come out tomorrow morning at 7am.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parks, Silvia
Sent: Wednesday, January 21, 2015 01:02 PM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A
Subject: RBC Timeline update -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 1:10pm
(above).
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Althea Pieters
Parks, Silvia
FW: -FRSONLY- City National is to be Acquired by RBC
Wednesday, January 21, 2015 9:50:36 PM
2015 01 22 (b)(4) News Release DRAFT 11.docx
INTERNAL FR
FYI
From: Charles A Nedd (FRS)
Sent: Wednesday, January 21, 2015 9:46 PM
To: Lee Kapos (FRS); Steve Duchene (FRS); Kevin Zerbe (FRS); Nigel Ogilvie; Althea Pieters; Teresa
Curran (FRS)
Cc: Gerald Tsai (FRS); Elisa Johnson (FRS)
Subject: -FRSONLY- City National is to be Acquired by RBC
Hi All,
Today, the boards of City National Corp (CNC) and Royal Bank of Canada (RBC) agreed to a definitive
agreement for RBC to acquire all outstanding shares of CNC. The transaction is valued at
&
approximately $5.4 billion or(b)(4)
per CNCs share, and will be comprised of a mix of cash and
(5)
common stock. Attached is a draft copy of the press release that will be published prior to the
opening of stock markets tomorrow.
Charles A. Nedd
Central Point of Contact / Regional Institutions Group
Federal Reserve Bank of San Francisco
950 South Grand Avenue, Los Angeles, CA 90015
Office: (213) 683-2346 / Cell: (b)(6)
Charles.A.Nedd@sf.frb.org www.frbsf.org
From:
To:
Subject:
Date:
Kwayne Jennings
Alison Thro; Scott Alvarez
FW: RBC/City National - Update
Thursday, January 22, 2015 1:41:20 AM
FYI
From: Althea Pieters
Sent: Wednesday, January 21, 2015 8:45 PM
To: Michael Gibson; Jack Jennings; Michael Sexton; Richard Naylor; Ryan Lordos; Kwayne Jennings;
Keith Coughlin; Betsy Howes-Bean
Subject: RBC/City National - Update
RBC Board approved the transaction today. The firm plans to issue a press release around 7AM
tomorrow. Francine Blackburn, CCO has promised to share an advance copy of the press release
with me and I will forward same once received.
Thank you,
Althea
From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
Sent: Wednesday, January 21, 2015 8:21 PM
To: Scott Alvarez
Cc: Althea Pieters
Subject: RBC
This message was sent securely using ZixCorp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 8:26pm
(above).
From:
To:
Cc:
Subject:
Date:
Kwayne Jennings
Lybarger, Stephen; Haas, Bill
Alison Thro; Betsy Howes-Bean; Althea Pieters
RE: contact point
Thursday, January 22, 2015 1:53:24 AM
(b)(5); In addition, this email is not responsive to the FOIA request because the FOIA request does not
seek communications with other federal agencies.
(b)(5)
(b)(5)
(b)(5); In addition, this email is not responsive to the FOIA request because the FOIA request does not seek
communications with other federal agencies.
From:
To:
Subject:
Date:
Attachments:
Althea Pieters
Michael Gibson; Jack Jennings; Michael Sexton; Richard Naylor; Ryan Lordos; Kwayne Jennings; Betsy HowesBean; Keith Coughlin
Press Release
Thursday, January 22, 2015 6:45:12 AM
012214 - RBC City News Release FINAL.pdf
The transaction is valued at approximately $5.4 billion or $93.80 per CNCs share, and will be
comprised of a mix of cash and common stock. RBC will pay, on average, approximately US$47.25
in cash and 0.7489 of an RBC common share for each share of City National common stock.
Attached is a copy of the press release that will be published prior to the opening of stock markets.
Althea
From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]
Sent: Thursday, January 22, 2015 6:22 AM
To: Silvia Parks (FRS); Althea Pieters
Cc: Plotkin, Howard R; Maher, Shawn
Subject: Fw: Press Release
Silvia and Althea, please find attached an advance copy of the press release to be issued
around 7:00 this morning.
Regards,
Francine Blackburn
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
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Industry leading franchise focused on high net worth clients, businesses and
commercial segments in key U.S. markets
Transaction enhances RBCs U.S. presence and accelerates franchise growth
Compelling strategic fit with RBCs U.S. Wealth Management and Capital
Markets businesses, creating a powerful expansion platform for long-term growth
Offers attractive long-term earnings growth while maintaining strong capital
position
Expected to be accretive to earnings per share (before amortization of
intangibles) in the latter part of year three and accretive to earnings in year two
TORONTO and LOS ANGELES, January 22, 2015 Royal Bank of Canada (RY on
TSX and NYSE) (RBC) today announced that it has entered into a merger agreement
to acquire City National Corporation (CYN on NYSE) (City National), a premier U.S.
private and commercial bank serving high net worth and commercial clients. RBC will
pay, on average, approximately US$47.25 in cash and 0.7489 of an RBC common
share for each share of City National common stock. City National stockholders will be
entitled to elect to receive the merger consideration in RBC common shares or cash,
subject to certain adjustments and limitations. Based on the closing price on the New
York Stock Exchange of RBCs common shares on January 21, 2015 of US$62.16, the
total transaction value is approximately US$5.4 billion or US$93.80 of value per share of
City National common stock as of announcement. The aggregate consideration will be
paid with approximately US$2.7 billion in cash and approximately 44 million RBC
common shares. This represents approximately a 50 per cent cash and 50 per cent
share mix as of announcement. The total number of RBC common shares to be issued
and the amount of cash to be paid in the transaction are both fixed.
Headquartered in Los Angeles, City National serves high net worth and
commercial clients across a number of the largest and most attractive U.S. metropolitan
areas, including New York, Los Angeles, the San Francisco Bay Area and Orange
County. Founded in 1954, City Nationals commercial banking specialties include a
market-leading position in the entertainment industry and an emerging presence in the
rapidly growing technology and health care segments. City National has also been
ranked by Barrons as one of Americas top 40 wealth managers for the last 14 years.
RBC has a strong presence in the U.S., with a top-10 investment bank, the 8th
largest wealth management firm, and a growing asset management business. RBC
has 8,000 employees across the U.S., including more than 3,000 in New York.
/2
-2In line with RBCs strategic goals, we believe this combination creates a
powerful expansion platform for focused long-term growth in the country which we view
as our second home market. City National serves high net worth and commercial client
segments in select high-growth markets, and represents a unique opportunity to
complement and enhance our existing U.S. businesses and product offering, said Dave
McKay, President and CEO, RBC. Like us, City National has a strong commitment to
client service and a prudent risk culture. RBC supports City Nationals community
reinvestment program, and both RBC and City National are committed to making a
meaningful, positive difference in the communities they serve. City National also has a
strong leadership team and its employees are focused on building deep, long-lasting
relationships with their clients.
McKay continued: City Nationals private banking and wealth management
capabilities will enable us to offer a broader product suite to the 340,000 U.S.
households served by our U.S. Wealth Management unit. It also has industry specialties
which complement our strong U.S. Capital Markets franchise. Its leadership has a
proven track record of strong performance and we are confident this transaction will
create significant long-term value for RBCs shareholders.
Following the closing of this transaction, RBC will combine its U.S. Wealth
Management unit with City National, under the leadership of City National Chairman
and CEO Russell Goldsmith, with the combined unit being reported as part of the global
RBC Wealth Management segment. Goldsmith has served as City Nationals CEO
since 1995, during which time the company has grown significantly, both organically
and through acquisitions.
Were very enthused about merging with RBC, Goldsmith said. This
combination is a compelling opportunity. It will deliver significant value to our
shareholders along with the opportunity to participate in the future growth of RBC. It will
promote both continuity and growth, enabling our outstanding team of colleagues to
maintain and strengthen City Nationals value proposition. It will improve what we can
do for our clients and the communities we serve. My colleagues and I look forward to
joining forces with this company that has tremendous financial strength and
considerable resources and capabilities not only in the United States but around the
world.
Each City National common stockholder will have the opportunity to elect the
type of consideration to be received for City National common stock, subject to
certain proration, equalization and adjustment procedures set forth in the merger
agreement. As a result of these procedures, City National stockholder elections of
either cash or shares in the transaction may be adjusted at closing. The total value of
the consideration that City National common stockholders will actually receive upon
/3
-3the closing of the transaction will be based in part on the value of RBC common
shares at closing, and the ultimate exchange ratio for the share portion of the
consideration will likely fluctuate prior to closing of the transaction based on changes
in RBCs common share price and the equalization process. As part of the
transaction, the Goldsmith family stockholders will receive RBC common shares for
the entirety of their stockholdings (approximately 13%) and have agreed to vote their
City National stockholdings in favour of the transaction and to hold at least 50% of
the RBC common shares received by them in the transaction until the third
anniversary of closing.
The transaction is expected to be accretive to earnings per share (before
amortization of intangibles) in the latter part of year three and accretive to earnings in
year two. Given RBCs strong capital position and anticipated internal capital generation
it expects to maintain its ongoing capital management program, and to maintain a
Common Equity Tier (CET) 1 ratio at closing broadly in line with its current level. RBCs
CET 1 ratio was 9.9% as at October 31, 2014.
Closing is expected in the fourth calendar quarter of 2015 subject to customary
closing conditions, including receipt of required regulatory approvals and the approval of
City Nationals common stockholders.
RBC Capital Markets, LLC and J.P. Morgan Securities LLC served as financial
advisors, and Sullivan & Cromwell LLP and Osler, Hoskin & Harcourt LLP served as
legal advisors to RBC in this transaction.
Conference Call
A conference call is scheduled to take place on January 22, 2015, at 8:30 a.m.
(ET), followed by a brief question and answer period with analysts. Presentation
materials will be available on RBCs Investor Relations website, at
www.rbc.com/investorrelations/acquisitions.
Interested parties can access this call live on a listen-only basis via telephone using the
following access numbers:
Local calls: 416-695-7806
North American toll-free: 1-888-789-9572
The passcode for access on all numbers is 2623792#. Please call between
8:20 a.m. and 8:30 a.m. (ET).
A recording of the conference call will be available after 10:30 a.m. (ET) on
January 22, 2015 until April 22, 2015 via telephone at: 905-694-9451 (locally) or 1-800408-3053 (North American toll-free), passcode 2726258#.
/4
-4About RBC
Royal Bank of Canada is Canadas largest bank, and one of the largest banks in
the world, based on market capitalization. We are one of North Americas leading
diversified financial services companies, and provide personal and commercial banking,
wealth management services, insurance, investor services and capital markets products
and services on a global basis. We employ approximately 78,000 full- and part-time
employees who serve more than 16 million personal, business, public sector and
institutional clients through offices in Canada, the U.S. and 38 other countries. For more
information, please visit rbc.com.
RBC supports a broad range of community initiatives through donations,
sponsorships and employee volunteer activities. In 2014, we contributed more than
$111 million to causes worldwide, including donations and community investments of
more than $76 million and $35 million in sponsorships.
About City National Corporation
City National Corporation (NYSE: CYN) has US$32 billion in assets. The
companys wholly owned subsidiary, City National Bank, provides banking, investment
and trust services through 75 branches and offices, including 16 full-service regional
centers, in Southern California, the San Francisco Bay Area, Orange County, Nevada,
New York City, Nashville and Atlanta. City National and its investment affiliates manage
or administer US$61 billion in client investment assets, including US$49 billion under
direct management. For more information, please visit www.cnb.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this communication may be deemed to be forward-looking statements
under certain securities laws, including the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995 and any applicable Canadian securities legislation. These forward-looking
statements include, but are not limited to, statements about the expected effects of the acquisition of City
National Corporation by Royal Bank of Canada, the expected timing of the acquisition and other
statements other than in relation to historical facts. Forward-looking statements are typically identified by
words such as believe, expect, foresee, 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, many of which are outside the control of Royal Bank of Canada and City
National Corporation. Forward-looking statements speak only as of the date they are made and, except
as required by law, neither party assumes an obligation to update the forward-looking statements
contained in this communication. Any annualized, pro forma, projected and estimated numbers in this
communication are used for illustrative purposes only, are not forecasts and may not reflect actual results.
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, but are not limited to, the possibility that the proposed transaction
does not close when expected or at all because required regulatory, shareholder or other approvals are
not received or other conditions to the closing are not satisfied on a timely basis or at all, or that the
anticipated benefits of the transaction are not realized when expected or at all, including as a result of the
strength of the economy and competitive factors in the areas where Royal Bank of Canada and City
National Corporation do business; the impact of changes in the laws and regulations regulating financial
services and enforcement thereof; the effects of competition in the markets in which Royal Bank of
Canada and City National Corporation operate; judicial or regulatory judgments and legal proceedings;
/5
-5Royal Bank of Canadas ability to complete the acquisition and integration of City National Corporation
successfully; and other factors that may affect future results of Royal Bank of Canada and City National
Corporation including timely development and introduction of new products and services, Royal Bank of
Canadas ability to cross-sell more products to customers and technological changes.
We caution that the foregoing list of important factors is not exhaustive. Additional information about
these and other factors can be found in Royal Bank of Canadas 2014 Annual Report on Form 40-F and
City National Corporations 2013 Annual Report on Form 10-K, each filed with the U.S. Securities and
Exchange Commission (the SEC) and available at the SECs website (http://www.sec.gov). Royal Bank
of Canadas material general economic assumptions underlying certain of the forward-looking statements
in this press release are set out in its 2014 Annual Report under the heading Overview and Outlook
Economic and market review outlook and for each business segment under the heading Outlook and
priorities.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Royal Bank of Canada will file with the SEC a Registration
Statement on Form F-4 that will include a Proxy Statement of City National Corporation and a Prospectus
of Royal Bank of Canada, as well as other relevant documents concerning the proposed transaction. The
proposed transaction involving Royal Bank of Canada and City National Corporation will be submitted to
City National Corporations stockholders for their consideration. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
STOCKHOLDERS OF CITY NATIONAL CORPORATION ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the
definitive proxy statement/prospectus, as well as other filings containing information about Royal Bank of
Canada and City National Corporation, without charge, at the SECs website (http://www.sec.gov). Copies
of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in
the proxy statement/prospectus can also be obtained, without charge, by directing a request to Royal
Bank of Canada, 200 Bay Street, 4th Floor, North Tower, Toronto, ON, M5J 2W7, Attention: Investor
Relations, 416-955-7802 or to City National Corporation, Investor Relations, 555 South Flower Street, 9th
Floor, Los Angeles, CA 90071, 213-673-7615.
PARTICIPANTS IN THE SOLICITATION
Royal Bank of Canada, City National Corporation, their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Royal Bank of Canadas directors and executive officers is available in
its Annual Report on Form 40-F for the year ended October 31, 2014, which was filed with the SEC on
December 3, 2014, and its notice of annual meeting and management proxy circular for its 2014 annual
meeting of common shareholders, which was furnished to the SEC under cover of a Form 6-K filed with
the SEC on January 31, 2014. Information regarding City National Corporations directors and executive
officers is available in City National Corporations proxy statement for its 2014 annual meeting filed on
Schedule 14A, which was filed with SEC on March 11, 2014. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the
SEC. Free copies of this document may be obtained as described in the preceding paragraph.
- 30 Media Contacts:
Wojtek Dabrowski, Corporate Communications, wojtek.dabrowski@rbc.com, 416-974-3718
Rina Cortese, Corporate Communications, rina.cortese@rbc.com, 416-974-5506
Analyst Contacts:
Amy Cairncross, Investor Relations, amy.cairncross@rbc.com, 416-955-7803
Lynda Gauthier, Investor Relations, lynda.gauthier@rbc.com, 416-955-7808
From:
To:
Subject:
Date:
Attachments:
Althea Pieters
Scott Alvarez
Press Release
Thursday, January 22, 2015 6:51:22 AM
012214 - RBC City News Release FINAL.pdf
Scott,
Attached is a copy of the press release that will be published prior to the opening of stock markets.
The transaction is valued at approximately $5.4 billion or $93.80 per CNCs share, and comprises of
a mix of cash and common stock. RBC will pay, on average, approximately US$47.25 in cash and
0.7489 of an RBC common share for each share of City National common stock.
Althea
From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]
Sent: Thursday, January 22, 2015 6:22 AM
To: Silvia Parks (FRS); Althea Pieters
Cc: Plotkin, Howard R; Maher, Shawn
Subject: Fw: Press Release
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email chain
on January 22, 2015 at 6:45am (above). Accordingly, the email and attachment have already been
addressed.
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
moyen. Vous avez accept de recevoir le(s) document(s) ci-joint(s) par voie lectronique l'adresse courriel indique cidessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
Fw: RBC to acquire City National Corp.
Thursday, January 22, 2015 6:54:47 AM
012214 - RBC City News Release FINAL.pdf
Apologies if you are receiving this message twice. I meant to include all of LIFI, but I am not sure if
the address lookup worked.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Parks, Silvia
Sent: Thursday, January 22, 2015 06:41 AM
To: Yee, Rosalie; Notaro, Rosanne; Brown, Randolph; Saylor, Clay; Wells, Sharon; Pecoraro, Lucette;
Bhargava, Piyush; Jara, Diosmedis; Aso, Orlando; Yamrus, Rachel; Squillante, Chris; NY FISG LIFI
Subject: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email
chain on January 22, 2015 at 6:45am (above). Accordingly, the email and attachment have already
been addressed.
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
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From:
To:
Subject:
Date:
Arbuthnott, Marilyn
Parks, Silvia; Meadow, Patricia; Smith, David A
Re: RBC to acquire City National Corp.
Thursday, January 22, 2015 7:11:00 AM
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:54am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:45am (above).
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
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From:
To:
Subject:
Date:
Scott Alvarez
Althea Pieters
RE: Press Release
Thursday, January 22, 2015 7:57:16 AM
Thanks, Althea.
Scott
From: Althea Pieters
Sent: Thursday, January 22, 2015 6:51 AM
To: Scott Alvarez
Subject: Press Release
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:51am (above).
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
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From:
To:
Subject:
Date:
Betsy Howes-Bean
Michael Sexton
FW: RBC Meeting with Board Staff -FRSONLYThursday, January 22, 2015 8:03:00 AM
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Alison Thro
Sent: Wednesday, January 21, 2015 6:12 PM
To: Kwayne Jennings; Betsy Howes-Bean
Subject: FW: RBC Meeting with Board Staff -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at
6:12pm (above).
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Kwayne Jennings
Sent: Wednesday, January 21, 2015 2:46 PM
To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean;
Althea Pieters; Keith Coughlin
Subject: RE: RBC Meeting with Board Staff -FRSONLY-
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 6:12pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:04pm
(above).
From:
To:
Subject:
Date:
Alison Thro
Susan Motyka; Melissa Clark; Amber Hay
RE: Board staff Discussion about whether Not Responsive - concerns an entirely unrelated
Thursday, January 22, 2015 9:34:48 AM application/matter involving other institutions; also (b)(5)
INTERNAL FR
Terrific; thanks.
_____________________________________________
From: Susan Motyka
Sent: Thursday, January 22, 2015 8:05 AM
To: Alison Thro; Melissa Clark; Amber Hay
Responsive - concerns an entirely unrelated
Subject: RE: Board staff Discussion about whether Not
application/matter involving other institutions; also
(b)(5)
INTERNAL FR
I have a conflict for 12:30 but I can do 1:30
_____________________________________________
From: Alison Thro
Sent: Thursday, January 22, 2015 7:58 AM
To: Melissa Clark; Susan Motyka; Amber Hay
Subject: RE: Board staff Discussion about whether Not Responsive - concerns an entirely unrelated
Importance: High
INTERNAL FR
(b)(5)
When: Thursday, January 22, 2015 10:00 AM-10:30 AM (UTC-05:00) Eastern Time (US &
Canada).
Where: Sue and I will call Alison's Office, if that's OK with Alison/Amber
INTERNAL FR
From:
To:
Subject:
Date:
Importance:
Meadow, Patricia
Arbuthnott, Marilyn; Parks, Silvia
FW: OCC call -FRSONLYThursday, January 22, 2015 9:46:23 AM
High
INTERNAL FR
Pat,
I(b)(4) & (5)
.
From:
To:
Subject:
Date:
Attachments:
Paulino, Framil
Arbuthnott, Marilyn; Parks, Silvia
meeting today at 10 am: City National Discussion -FRSONLYThursday, January 22, 2015 9:47:01 AM
City National Discussion -ZFRSSE-.msg
image001.png
Hi Ladies,
Kwayne called Pat to participate in this meeting. Pat has a conflict and will not be able to do it. The
meeting is with Kwayne and the OCC to discuss RBC.
Let me know if you can dial in.
Framil Paulino | Executive Assistant A
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.5844
T--.646.720.5844 (alternate)
M. (b)(6)
E--.framil.paulino@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
'DWH
INTERNAL FR
Please dial (b)(6)
From:
To:
Cc:
Subject:
Date:
Arbuthnott, Marilyn
Meadow, Patricia; Jennings, Kwayne L (Board)
Parks, Silvia
RE: City National Discussion -FRSONLYThursday, January 22, 2015 9:48:29 AM
I will call in
INTERNAL FR
Marilyn Arbuthnott | Assistant Vice President
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
_____________________________________________
From: Meadow, Patricia
Sent: Thursday, January 22, 2015 9:47 AM
To: Jennings, Kwayne L (Board)
Cc: Arbuthnott, Marilyn; Parks, Silvia
Subject: RE: City National Discussion -FRSONLY-
INTERNAL FR
Please dial (b)(6)
From:
To:
Subject:
Date:
Attachments:
Arbuthnott, Marilyn
Paulino, Framil; Parks, Silvia
RE: meeting today at 10 am: City National Discussion -FRSONLYThursday, January 22, 2015 9:49:14 AM
image002.png
image003.png
I will be on. Silvia great if you can too, if not were covered.
Marilyn Arbuthnott | Assistant Vice President
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.8396
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 9:47am
(above).
From:
To:
Cc:
Subject:
Date:
Arbuthnott, Marilyn
Jennings, Kwayne L (Board); Meadow, Patricia
Parks, Silvia
RE: City National Discussion -FRSONLYThursday, January 22, 2015 9:51:35 AM
Thanks for the heads upSilvia is on site at the bank today, shell join us if she can.
INTERNAL FR
Marilyn Arbuthnott | Assistant Vice President
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
_____________________________________________
From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]
Sent: Thursday, January 22, 2015 9:50 AM
To: Arbuthnott, Marilyn; Meadow, Patricia
Cc: Parks, Silvia
Subject: RE: City National Discussion -FRSONLY-
INTERNAL FR
(b)(4) & (5)
.
_____________________________________________
From: Marilyn Arbuthnott (FRS)
Sent: Thursday, January 22, 2015 9:48 AM
To: Patricia Meadow (FRS); Kwayne Jennings
Cc: Silvia Parks (FRS)
Subject: RE: City National Discussion -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 9:48am
(above).
_____________________________________________
From: Meadow, Patricia
Sent: Thursday, January 22, 2015 9:47 AM
To: Jennings, Kwayne L (Board)
Cc: Arbuthnott, Marilyn; Parks, Silvia
Subject: RE: City National Discussion -FRSONLY-
From:
To:
Subject:
Date:
Attachments:
Arbuthnott, Marilyn
Parks, Silvia
RE: OCC call -FRSONLYThursday, January 22, 2015 9:5: AM
image001.png
Great.
INTERNAL FR
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 9:46am
(above).
From:
To:
Subject:
Start:
End:
Parks, Silvia
Jennings, Kwayne L (Board)
Accepted: City National Discussion -ZFRSSEThursday, January 22, 2015 10:00:00 AM
Thursday, January 22, 2015 11:00:00 AM
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Arbuthnott, Marilyn
RE: meeting today at 10 am: City National Discussion -FRSONLYThursday, January 22, 2015 10:04:00 AM
image001.png
image004.png
Thanks.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
M.. (b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
It doesnt work.
Regards,
Silvia Parks | Supervisory Manager
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
M.. (b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
Hi Ladies,
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 9:47am (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
FYI
The press release was issued earlier this morning and it has already hit the news.
http://www.bloomberg.com/news/2015-01-22/royal-bank-of-canada-to-buy-city-national-for-about5-4-billion.html
From: Parks, Silvia
Sent: Thursday, January 22, 2015 6:4 AM
To: Yee, Rosalie; Notaro, Rosanne; Brown, Randolph; Saylor, Clay; Wells, Sharon; Pecoraro, Lucette;
Bhargava, Piyush; Jara, Diosmedis; Aso, Orlando; Yamrus, Rachel; Squillante, Chris; NY FISG LIFI
Subject: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:54am (above).
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email
chain on January 22, 2015 at 6:45am (above). Accordingly, the email and attachment have already
been addressed.
Francine Blackburn
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
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From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George
FW: RBC to acquire City National Corp.
Thursday, January 22, 2015 10:48:49 AM
012214 - RBC City News Release FINAL.pdf
I just wanted to followup regarding your timing in getting the meeting minutes turned around. Let
me know. Thanks.
From: Yee, Rosalie
Sent: Thursday, January 22, 2015 9:12 AM
To: Davis, George
Subject: Fw: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:54am
(above).
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email chain
on January 22, 2015 at 6:45am (above). Accordingly, the email and attachment have already been
addressed.
Regards,
Francine Blackburn
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
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From:
To:
Cc:
Subject:
Date:
Arbuthnott, Marilyn
Thro, Alison M (BOARD)
Parks, Silvia; Meadow, Patricia
RE: City National Discussion -FRSONLY- Quick follow-up
Thursday, January 22, 2015 11:00:17 AM
Thank you.
INTERNAL FR
Marilyn Arbuthnott | Assistant Vice President
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
_____________________________________________
From: Alison Thro [mailto:alison.m.thro@frb.gov]
Sent: Thursday, January 22, 2015 10:56 AM
To: Arbuthnott, Marilyn
Subject: RE: City National Discussion -FRSONLY- Quick follow-up
INTERNAL FR
There was no written documentation other than Scotts notes from the conversation.
_____________________________________________
From: Marilyn Arbuthnott (FRS)
Sent: Thursday, January 22, 2015 10:42 AM
To: Kwayne Jennings; Alison Thro; Betsy Howes-Bean; Althea Pieters; Patricia Meadow (FRS)
Cc: Joshua Sherwin; Silvia Parks (FRS)
Subject: RE: City National Discussion -FRSONLY- Quick follow-up
With regard to the revised proposal that RBC presented to Scott Alvarez yesterday (as
referenced on the call), (b)(5)
Thank you.
Marilyn
INTERNAL FR
Marilyn Arbuthnott | Assistant Vice President
M...(b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
_____________________________________________
From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]
Sent: Thursday, January 22, 2015 10:07 AM
To: Thro, Alison M (BOARD); Howes-Bean, Betsy E (Board); Pieters, Althea N (Board);
'Stephen.Lybarger@occ.treas.gov'; Bill.Haas@occ.treas.gov; Meadow, Patricia
Cc: Sherwin, Joshua M (Board); Wilbert, Travis; Arbuthnott, Marilyn; Parks, Silvia
Subject: RE: City National Discussion -ZFRSSEImportance: High
INTERNAL FR
Sorry the phone number is 8(b)(6)
-----Original Appointment----From: Kwayne Jennings
Sent: Thursday, January 22, 2015 1:50 AM
To: Kwayne Jennings; Alison Thro; Betsy Howes-Bean; Althea Pieters;
'Stephen.Lybarger@occ.treas.gov'; Bill.Haas@occ.treas.gov; Patricia Meadow (FRS)
Cc: Joshua Sherwin; Wilbert, Travis; Marilyn Arbuthnott (FRS); Silvia Parks (FRS)
Subject: City National Discussion
When: Thursday, January 22, 2015 10:00 AM-11:00 AM (UTC-05:00) Eastern Time (US &
Canada).
Where:
Please dial (b)(6)
pass code(b)(6)
From:
To:
Cc:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
Davis, George; Notaro, Rosanne
RE: RBC to acquire City National Corp.
Thursday, January 22, 2015 11:29:56 AM
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 10:42am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:54am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:45am (above).
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
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From:
To:
Subject:
Date:
Attachments:
Notaro, Rosanne
Charlton, Richard
FW: RBC to acquire City National Corp.
Thursday, January 22, 2015 12:46:56 PM
012214 - RBC City News Release FINAL.pdf
fyi
From: Yee, Rosalie
Sent: Thursday, January 22, 2015 11:3 AM
To: Baxter, Thomas
Cc: Hansen, Joyce; Hurwitz, Ivan; Kung, Catherine; Notaro, Rosanne; Davis, George
Subject: RBC to acquire City National Corp.
Tom,
RBC announced its intention to acquire City National earlier this morning. (b)(4) & (5)
http://www.bloomberg.com/news/2015-01-22/royal-bank-of-canada-to-buy-city-national-for-about5-4-billion.html
From: Parks, Silvia
Sent: Thursday, January 22, 2015 6:4 AM
To: Yee, Rosalie; Notaro, Rosanne; Brown, Randolph; Saylor, Clay; Wells, Sharon; Pecoraro, Lucette;
Bhargava, Piyush; Jara, Diosmedis; Aso, Orlando; Yamrus, Rachel; Squillante, Chris; NY FISG LIFI
Subject: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:54am
(above).
DUPLICATE - An identical copy of this email and the 5-page attachment are contained in the email chain on
January 22, 2015 at 6:45am (above). Accordingly, the email and attachment have already been addressed.
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
moyen. Vous avez accept de recevoir le(s) document(s) ci-joint(s) par voie lectronique l'adresse courriel indique cidessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.
From:
To:
Cc:
Subject:
Date:
Attachments:
Johnson, Elisa
Hurwitz, Ivan; Liu, Vivian
Tsai, Gerald
FW: -FRSONLY- City National is to be Acquired by RBC
Thursday, January 22, 2015 12:55:57 PM
2015 01 22(b)(4) News Release DRAFT 11.docx
RESTRICTED FR
Hi Ivan & Vivian
Now its our turn! Just wanted to let you folks know about this given NY is RRB for RBC so youll
likely get a filing. City National Corp (RSSD#1027518), Beverly Hills, CA has TA of $32 Billion and is
(b)(8) rated. Charles Nedd is our CPC for this institution.
Best regards,
Elisa
From: Nedd, Charles A
Sent: Wednesday, January 21, 2015 6:46 PM
To: Kapos, Lee; Duchene, Steve; Zerbe, Kevin; Ogilvie, Nigel R (Board); Pieters, Althea N (Board);
Curran, Teresa
Cc: Tsai, Gerald; Johnson, Elisa
Subject: -FRSONLY- City National is to be Acquired by RBC
DUPLICATE - An identical copy of this email and the 5-page attachment is contained in the email
chain on January 21, 2015 at 9:50pm (above). Accordingly, this email and the 5-page attachment
are duplicates that have already been addressed.
From:
To:
Subject:
Date:
Attachments:
FYI- (b)(5)
Pat
From: Walsh, Kevin
Sent: Thursday, January 22, 2015 1:43 PM
To: Parks, Silvia; Smith, David A; Arbuthnott, Marilyn
Cc: Meadow, Patricia
Subject: Royal Bank of Canada pays $5.4bn to reach wealthy US clients [Financial Times] -FRSONLY-
Two articles broke on this story in the Financial Times this afternoon.
(b)(5)
(b)(5)
(b)(5)
(b)(5)
E--.kevin.walsh@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George; Sherwin, Joshua M (Board)
FW: Royal Bank of Canada pays $5.4bn to reach wealthy US clients [Financial Times] -FRSONLYThursday, January 22, 2015 2:09:55 PM
image001.png
FYI
From: Meadow, Patricia
Sent: Thursday, January 22, 2015 1:49 PM
To: Hurwitz, Ivan; Yee, Rosalie
Subject: FW: Royal Bank of Canada pays $5.4bn to reach wealthy US clients [Financial Times] FRSONLY-
FYI
From: Walsh, Kevin
Sent: Thursday, January 22, 2015 1:43 PM
To: Parks, Silvia; Smith, David A; Arbuthnott, Marilyn
Cc: Meadow, Patricia
Subject: Royal Bank of Canada pays $5.4bn to reach wealthy US clients [Financial Times] -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 1:49pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 1:49pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 1:49pm
(above).
From:
To:
Cc:
Subject:
Date:
Hurwitz, Ivan
Johnson, Elisa
Tsai, Gerald; Yee, Rosalie; Davis, George; Liu, Vivian
RE: -FRSONLY- City National is to be Acquired by RBC
Thursday, January 22, 2015 2:15:55 PM
RESTRICTED FR
Elisa,
Weve been in discussions with RBC about this, but we appreciate the heads up nonetheless. First
(b)(5)
-Ivan
From: Johnson, Elisa
Sent: Thursday, January 22, 2015 12:5 PM
To: Hurwitz, Ivan; Liu, Vivian
Cc: Tsai, Gerald
Subject: FW: -FRSONLY- City National is to be Acquired by RBC
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 12:55pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 9:50pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at
9:50pm (above).
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
FW: RBC to acquire City National Corp.
Thursday, January 22, 2015 4:04:29 PM
LEGALDOCS-552726.docx.drf
Updated minutes.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Davis, George
Sent: Thursday, January 22, 2015 10:49 AM
To: Yee, Rosalie
Subject: RE: RBC to acquire City National Corp.
I just wanted to followup regarding your timing in getting the meeting minutes turned around. Let
me know. Thanks.
From: Yee, Rosalie
Sent: Thursday, January 22, 2015 9:12 AM
To: Davis, George
Subject: Fw: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:54am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:45am
(above).
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
reference.
Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
moyen. Vous avez accept de recevoir le(s) document(s) ci-joint(s) par voie lectronique l'adresse courriel indique cidessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC to acquire City National Corp.
Friday, January 23, 2015 10:21:07 AM
I left you some comments. Could you please make the changes we discussed? (b)(5)
F: 212-720-1608
From: Yee, Rosalie
Sent: Thursday, January 22, 2015 10:49 AM
To: Davis, George
Subject: FW: RBC to acquire City National Corp.
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 4:04pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 6:54am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
6:45am (above).
_______________________________________________________________________
If you received this email in error, please advise the sender (by return email or otherwise) immediately. You have consented
to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future
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Si vous recevez ce courriel par erreur, veuillez en aviser l'expditeur immdiatement, par retour de courriel ou par un autre
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From:
To:
Subject:
Date:
Charles Fleet
Melissa Vanouse
RE: RBC announces deal to buy City National, (b)(5)
(link below) -FRSONLYFriday, January 23, 2015 11:00:43 AM
INTERNAL FR
Your welcome(b)(5)
From: Melissa Vanouse
Sent: Friday, January 23, 2015 10:59 AM
To: Charles Fleet; Peggy Naulty; Lisa Joire; Anthony Iwuji; Ken Williams
Subject: Re: RBC announces deal to buy City National(b)(5)
(link below) -FRSONLYThank you very much for this update.
INTERNAL FR
https://archive.infodesk.com/item/(b)(5)
Charles Fleet
Senior Supervisory Consumer Financial Services Analyst
Division of Consumer and Community Affairs
Federal Reserve Board
202-452-2776
From:
To:
Subject:
Date:
Notaro, Rosanne
Yee, Rosalie; Hurwitz, Ivan; Davis, George
RE: RBC/City Nat -FRSONLYFriday, January 23, 2015 12:08:42 PM
RESTRICTED FR
Ill give Board legal a ring and let you know what I learn.. Sounds ok to me if we occasionally
want to ask for updates in the standing Apps meeting (I defer to you guys on that).
From: Yee, Rosalie
Sent: Friday, January 23, 2015 12:03 PM
To: Hurwitz, Ivan; Davis, George; Notaro, Rosanne
Subject: RE: RBC/City Nat -FRSONLY-
Rosanne,
If you dont have time to call Board Legal, let us know. Another way to deal with this is to put this on
the agenda for next Thursday mornings meeting to tell everyone about the transaction and ask
Board staff for updates.
From: Hurwitz, Ivan
Sent: Friday, January 23, 2015 11:22 AM
To: Yee, Rosalie; Davis, George; Notaro, Rosanne
Subject: RBC/City Nat -FRSONLY-
RESTRICTED FR
Pat Meadow just called me. Her team heard from their counterparts at the Board that Rodge has
been in to meet with Scott twice this week on RBC. (b)(5)
. Apparently, a few issues were covered.(b)(4), (5) & (8)
From:
To:
Subject:
Date:
Alison Thro
Andrew Cohen
RE: Any update on RBC/City National? EOM -FRSONLYFriday, January 23, 2015 1:16:56 PM
INTERNAL FR
They've announced the deal.
-----Original Message----From: Andrew Cohen
Sent: Friday, January 23, 2015 11:05 AM
To: Alison Thro
Subject: Any update on RBC/City National? EOM
_______________
Andrew Cohen
Chief, Financial Structure Section
Division of Research and Statistics
202-452-2612
From:
To:
Subject:
Date:
INTERNAL FR
Ok thats helpful to know.
From: Alison Thro [mailto:alison.m.thro@frb.gov]
Sent: Friday, January 23, 2015 1:44 PM
To: Notaro, Rosanne
Subject: RE: RBC/City National -FRSONLY-
INTERNAL FR
No. Im the only one involved so far.
From: Rosanne Notaro (FRS)
Sent: Friday, January 23, 2015 1:43 PM
To: Alison Thro
Subject: RE: RBC/City National -FRSONLY-
INTERNAL FR
Ok just wondering. Is there a Board lawyer assigned to this already?
From: Alison Thro [mailto:alison.m.thro@frb.gov]
Sent: Friday, January 23, 2015 1:41 PM
To: Notaro, Rosanne
Subject: RE: RBC/City National -FRSONLY-
INTERNAL FR
Okay, if you dont mind, please call me back on Monday, and therell be less of a crunch then
(I hope). Thanks.
From: Rosanne Notaro (FRS)
Sent: Friday, January 23, 2015 1:38 PM
To: Alison Thro
Subject: RE: RBC/City National -FRSONLY-
INTERNAL FR
Alison yes, I think so; thanks.
INTERNAL FR
Roseanne, got your VM MSG. I know the background, but nows not a good time to discuss.
Can this wait until Monday? Thanks. --Alison
From:
To:
Subject:
Date:
Attachments:
&KDH+HH6KLQ
$QGUHZ&RKHQ<RX6XN.LP
Annual Reports of
RBC, and City National attached -FRSONLY-
6DWXUday, JDQXDU\, 2015 ::23 3M
One attachment is Not Responsive - it concerns an entirely unrelated application/matter involving a 164-page Annual Report
for another institution; also (b)(5)
$QQXDO5HSRUWB&LW\1DWLRQDOBSGI
$QQXDO5HSRUWB5%&BSGI
INTERNAL FR
(b)(5)
s.
----------------------------------------------Chaehee Shin
Economist
Division of Research and Statistics
Federal Reserve Board of Governors
Washington, DC 20551
202-452-3508
Royal Bank of Canada's 208-page Annual Report for the year 2014 is
publicly available and has not been reproduced here. You may access
the 208-page Annual Report for the year 2014 at the following location:
http://www.rbc.com/investorrelations/pdf/ar_2014_e.pdf
City National Corp.'s 17-page Summary Annual Report for the year 2013 is
publicly available and has not been reproduced here. You may access the 17page 2013 Summary Annual Report at the following location:
https://www.cnb.com/SiteCollectionDocuments/annual-report/cyn_ar13.pdf
From:
Sent:
To:
Subject:
INTERNAL FR
Thanks
From:ChaeHeeShin
Sent:Saturday,January24,20154:13PM
To:AndrewCohen;YouSukKim
DUPLICATE - An identical copy of this email is contained in the email on
January 24, 2015 at 4:13pm (above).
From:
To:
Subject:
Date:
Parks, Silvia
Arbuthnott, Marilyn
RE: One more thing -FRSONLYSunday, January 25, 2015 2:56:00 PM
Hi Marilyn,
1) Not Responsive - concerns entirely unrelated applications/matters involving other
RBC - Acquisition. Do you know whether the application will be handled from the BOG or NY? On the call with
Kwayne and the OCC it sounded like the Board is taking over. Has Ivan Horowitz been part of the discussions?
(b)(5)
Let's continue next week, have a nice weekend.
Marilyn
Marilyn Arbuthnott
Assistant Vice President
Federal Reserve Bank of New York
Large International Financial Institution Supervision
212 - 720-8396
From:
To:
Subject:
Date:
Anthony Iwuji
Melissa Vanouse
(b)(5)
ntries - 1/26/15
Monday, January 26, 2015 6:53:43 AM
FYI.
From: Phyllis Harwell
Sent: Monday, January 26, 2015 6:50 AM
To: Anthony Iwuji
Subject: (b)(5) Entries - 1/26/15
And, although Im transitioning off of Applications I would like to continue receiving these updates
(b)(5)
. Thanks and job well done!
From: Anthony Iwuji
Sent: Monday, January 26, 2015 6:44 AM
To: Carol Evans; Melissa Vanouse; Charles Fleet; Peggy Naulty; Lisa Joire; Ken Williams
Cc: Phyllis Harwell; Tim Robertson; Celeste Anderson; Michael Broadston; Bill Sarvey; Mayank Patel;
Rachelle Hunt; Valerie Hoglund; Meghan Karellas; Jason Cardenas; Anthony Iwuji
Subject: (b) Entries - 1/26/15
(5)
Carol,
(b)(5)
(b)(5)
(b)(5)
You will be receiving a similar report each Monday morning. Please let me know if you have
any questions.
Thanks,
Anthony
From:
To:
Cc:
Subject:
Date:
Carol Evans
Anthony Iwuji; Melissa Vanouse; Charles Fleet; Peggy Naulty; Lisa Joire; Ken Williams
Phyllis Harwell; Tim Robertson; Celeste Anderson; Michael Broadston; Bill Sarvey; Mayank Patel; Rachelle Hunt;
Valerie Hoglund; Meghan Karellas; Jason Cardenas
(b)(5) Entries - 1/26/15
Monday, January 26, 2015 6:53:12 AM
Thanks, Anthony
Carol Evans
Assistant Director
Division of Consumer and Community Affairs
Federal Reserve Board
Washington, DC 20551
carol.a.evans@frb.gov
(202) 452-2051
DUPLICATE - An identical copy of this email is contained in the email chain on January 23, 2015 at 6:53am
(above).
From:
To:
Subject:
Date:
Attachments:
Notaro, Rosanne
Parks, Silvia
RE: RBC/City Nat -FRSONLYMonday, January 26, 2015 5:28:35 PM
image001.png
image003.png
RESTRICTED FR
Silvia no problem:)
From: Parks, Silvia
Sent: Monday, January 26, 2015 5:28 PM
To: Notaro, Rosanne
Subject: RE: RBC/City Nat -FRSONLY-
RESTRICTED FR
Thanks so much Rosanne.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
I had a chance to speak with Alison Thro (she indicated that she has been the only one in
Board legal involved so far). She was familiar with the meeting/communications Rodge
recently had with Scott. Apparently there was only one meeting, followed up by a phone call.
At the meeting, on behalf of RBC, Rodge (b)(4) & (5)
(b)(4) & (5)
Rosanne
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on January 23, 2015 at
12:08pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 23, 2015 at
12:08pm (above).
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Arbuthnott, Marilyn
Re: RBC/City Nat -FRSONLYMonday, January 26, 2015 11:35:06 PM
image001.png
Absolutely.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Arbuthnott, Marilyn
Sent: Monday, January 26, 2015 10:34 PM
To: Parks, Silvia
Subject: RE: RBC/City Nat -FRSONLY-
Thanks. (b)(5)
From: Parks, Silvia
Sent: Monday, January 26, 2015 5:32 PM
To: Arbuthnott, Marilyn
Subject: FW: RBC/City Nat -FRSONLY-
RESTRICTED FR
Please see below additional accounts of the recent RBC meetings with the Board.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
OK.
From: Meadow, Patricia
Sent: Monday, January 26, 2015 5:28 PM
To: Notaro, Rosanne; Hurwitz, Ivan; Yee, Rosalie; Davis, George
Cc: Parks, Silvia; Charlton, Richard; Smith, David A
Subject: RE: RBC/City Nat -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on January 26, 2015 at 5:28pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 26, 2015 at 5:28pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 23, 2015 at 12:08pm
(above).
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: Thursday Morning Meeting -FRSONLYTuesday, January 27, 2015 2:05:44 PM
Okay.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, January 27, 2015 9:34 AM
To: Davis, George
Subject: Thursday Morning Meeting -FRSONLY-
Would you like to talk about the RBC transaction on Thursday? Let me know. Thanks.
From:
To:
Subject:
Date:
Hurwitz, Ivan
Akal, John
RE: meeting -FRSONLYWednesday, January 28, 2015 3:43:13 PM
Sure, thanks.
From: Akal, John
Sent: Wednesday, January 28, 2015 3:33 PM
To: Hurwitz, Ivan
Subject: FW: meeting -FRSONLY-
Ivan, George would like to add the below to tomorrows agenda. Should I?
From: Davis, George
Sent: Wednesday, January 28, 2015 3:33 PM
To: Akal, John
Subject: meeting -FRSONLY-
For New York portion and Board portion: Announcement by Royal Bank of Canada to purchase City
National Corporation (Los Angeles, CA) and its wholly-owned national bank subsidiary, City National
Bank (Beverly Hills, CA).
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Akal, John
NY Legal-Apps Thursday Call; NY Legal-Bank Sup Thursday Call; NY Legal-Board Thursday Call - 1; NY Legal-Board Thursday Call - 2
LATE TIME: Legal/Apps/FISG/Board Meeting - January 29, 2015, NY attendees will meet at 9:15am in 20th Floor-33 Maiden Lane- Large
Conference Room -FRSONLYWednesday, January 28, 2015 3:47:00 PM
image001.png
Date:
Attachments:
INTERNAL FR
Please note that the NY portion will begin at 9:15am and the NY/Board portion will begin at 9:30am. The meeting will take
place in the 20th Floor- 33 Maiden Lane- Large Conference Room.
NY Only
1) Announcement by Royal Bank of Canada to purchase City National Corporation (Los Angeles, CA) and its whollyowned national bank subsidiary, City National Bank (Beverly Hills, CA)
NY & Board
1) Announcement by Royal Bank of Canada to purchase City National Corporation (Los Angeles, CA) and its whollyowned national bank subsidiary, City National Bank (Beverly Hills, CA)
2) Not Responsive - concerns an entirely unrelated application/matter involving another institution; also
(b)(5)
****************************
****************************************************************************************************
Dial-in Information:
Toll Free Dial In Number: (b)(6)
HOST CODE: (b)(6)
PARTICIPANT CODE:
(b)(6)
(b)(5); In addition, this sentence doesnt discuss the RBC application to acquire City National and,
therefore, is not responsive to the FOIA request.
.
M.. (b)(6)
F--.212.720.1608
E--.john.akal@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
FW: RBC/City Nat -FRSONLYWednesday, January 28, 2015 4:06:49 PM
FYI
I actually called Josh asking about this meeting so I thought Id circle back with him.
From: Yee, Rosalie
Sent: Wednesday, January 28, 2015 4:04 PM
To: Sherwin, Joshua M (Board) (joshua.m.sherwin@frb.gov); Howes-Bean, Betsy E (Board)
(betsy.howes-bean@frb.gov)
Cc: Davis, George
Subject: RBC/City Nat -FRSONLY-
FYI
Rodge Cohen met with Scott Alvarez regarding RBC. (b)(4) & (5)
From:
To:
Cc:
Subject:
Date:
Betsy Howes-Bean
Rosalie Yee (FRS); Joshua Sherwin
George Davis (FRS)
RE: RBC/City Nat -FRSONLYThursday, January 29, 2015 8:56:00 AM
Rosalie thanks for this write-up. Im pretty sure you are talking about a meeting with Rodge/Scott
that I attended also, and Kwayne Jennings (b)(4) & (5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Rosalie Yee (FRS)
Sent: Wednesday, January 28, 2015 4:04 PM
To: Joshua Sherwin; Betsy Howes-Bean
Cc: George Davis (FRS)
Subject: RBC/City Nat -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 28, 2015 at 4:06pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at 4:04pm
(above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
FW: RBC-City National
Thursday, January 29, 2015 2:35:08 PM
(b)(5)
From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]
Sent: Thursday, January 29, 2015 2:34 PM
To: Yee, Rosalie
Subject: RE: RBC-City National
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Rosalie Yee (FRS)
Sent: Thursday, January 29, 2015 2:32 PM
To: Betsy Howes-Bean
Cc: George Davis (FRS)
Subject: RE: RBC-City National
(b)(5)
. Good to know.
From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]
Sent: Thursday, January 29, 2015 2:17 PM
To: Yee, Rosalie
Subject: FW: RBC-City National
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Reilly, David [mailto:David.Reilly@occ.treas.gov]
Sent: Monday, January 26, 2015 3:04 PM
To: Betsy Howes-Bean
Subject: RBC-City National
(b)(5)
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC
Thursday, January 29, 2015 4:13:38 PM
(b)(5)
Here is information on the OCCs Western District including contact for the Denver office.
http://www.occ.gov/about/who-we-are/district-and-field-offices/western-district-info.html
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Thursday, January 29, 2015 3:00 PM
To: Davis, George
Subject: RBC
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
RE: <REMINDER> FISG/LISCC Report Submission - FRSONLYMonday, February 02, 2015 6:09:59 PM
Ok, thanks.
_____________________________________________
From: Yee, Rosalie
Sent: Monday, February 02, 2015 5:20 PM
To: Hurwitz, Ivan; Steffey, Brian
Subject: RE: <REMINDER> FISG/LISCC Report Submission - FRSONLY-
_____________________________________________
From: Hurwitz, Ivan
Sent: Monday, February 02, 2015 10:05 AM
To: Yee, Rosalie; Steffey, Brian
Subject: FW: <REMINDER> FISG/LISCC Report Submission - FRSONLY-
Please forward to me any items youd like to submit for the next edition of the FISG Report.
Thanks.
_____________________________________________
From: NY FISG Report
Sent: Thursday, January 29, 2015 4:09 PM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
'White, Amy'; Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver,
Robert; Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan;
Bozelli, Shannon; Lettsome, Aisha; 'White, Amy'; Weaver, Robert; McGee, Richard; Zhang, Agata;
Muetzel, Kirsten; Bohn, James; Tighe, Maureen C; Ballinger, Susan G; Ren, Chuye; Brown, Annette;
Flynn, Amy; Vartelskaya, Aleksandra; Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson,
Milt; Kohlligian, AnnMarie; Shankar, Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Thompson,
All,
The next submission deadline for the FISG and LISCC Reports is next Monday, February 2.
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting
Info for the Financial Institution Supervison Group Reports; also (b)(5).
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting Info
for the Financial Institution Supervison Group Reports; also (b)(5).
From:
To:
Subject:
Date:
Hurwitz, Ivan
NY FISG Report
RE: <REMINDER> FISG/LISCC Report Submission - FRSONLYMonday, February 02, 2015 6:09:45 PM
Bank Applications has the following item for the next edition of the FISG Report:
Royal Bank of Canada
We are expecting an application by Royal Bank of Canada (RBC) to purchase City National Bank
(CNC), a $32 billion national bank in Beverley Hills, California. CNC is primarily a private and
(b)(5)
commercial bank that serves high net worth clients.
The transaction is valued at approximately
(b)(4) &
$5.4 billion, or (5) per CNC share, and will be comprised of a mix of cash and common
stock. (b)(5)
_____________________________________________
From: NY FISG Report
Sent: Thursday, January 29, 2015 4:09 PM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
'White, Amy'; Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver,
Robert; Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan;
Bozelli, Shannon; Lettsome, Aisha; 'White, Amy'; Weaver, Robert; McGee, Richard; Zhang, Agata;
Muetzel, Kirsten; Bohn, James; Tighe, Maureen C; Ballinger, Susan G; Ren, Chuye; Brown, Annette;
Flynn, Amy; Vartelskaya, Aleksandra; Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson,
Milt; Kohlligian, AnnMarie; Shankar, Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Thompson,
Richard; Elder, Daniel
Cc: Andrews, Brant
Subject: <REMINDER> FISG/LISCC Report Submission - FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on February 2, 2015 at 6:09pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 2, 2015 at 6:09pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 2, 2015 at 6:09pm
(above).
From:
To:
Subject:
Date:
Kwayne Jennings
Betsy Howes-Bean; Joshua Sherwin
FW:
(b)(4) & (5)
Tuesday, February 03, 2015 9:41:13 AM
-FRSONLY-
INTERNAL FR
fyi
From: Suzanne Williams
Sent: Tuesday, February 03, 2015 9:31 AM
To: Kwayne Jennings; Amanda Nova; Koko Ives; Lee Davis; Jay Song; MaryBeth Evans
Cc: Suzanne Williams
(b)(4) & (5)
Subject:
-FRSONLY-
INTERNAL FR
(b)(4) & (5)
Suzanne Williams
Assistant Director
Bank Supervision & Regulation
Board of Governors of the Federal Reserve System
Suzanne.l.williams@frb.gov
202-452-3513
From:
To:
Subject:
Date:
Pat Soriano
Betsy Howes-Bean; Surjeet Sidhu; Joshua Sherwin; Donald Arrington
-FRSONLY(b)(4) & (5)
Tuesday, February 03, 2015 11:41:09 AM
INTERNAL FR
References the City National acquisition - (b)(4) & (5)
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC Article
Tuesday, February 03, 2015 2:26:23 PM
http://www.americanbanker.com/news/dealmaking-strategy/surprise-sale-of-city-national-raisesthe-stakes-for-socal-banks-1072312-1.html
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC -(b)(5)
-FRSONLYTuesday, February 03, 2015 3:13:22 PM
INTERNAL FR
According to George and Rosalie, counsel has gone back to RBC to (b)(5)
numbers. Ill follow up with them to get an update.
providing the
INTERNAL FR
Remind me what is the status of the numbers? I thought we received a response but it wasnt
complete?
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, February 03, 2015 2:55 PM
To: Flora Ahn
Cc: Joe Carapiet; Kevin Kostyk; Betsy Howes-Bean
Subject: RE: RBC - (b)(5)
-FRSONLY-
INTERNAL FR
Hi Flora,
Apologies for the delay in getting back. (b)(5)
(b)(5)
we have yet to
receive B1 or B3 standardized capital numbers for the consolidated firm. (b)(5)
Thanks,
Josh
From: Flora Ahn
Sent: Tuesday, February 03, 2015 10:26 AM
To: Joshua Sherwin
Cc: Joe Carapiet; Kevin Kostyk
Subject: RBC - (b)(5)
-FRSONLY-
INTERNAL FR
Hi Josh,
(b)(5)
Thanks,
Flora
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
FW: RBC capital (b)(5)
. -FRSONLYTuesday, February 03, 2015 3:52:31 PM
RBC -update_ NJ Branch .pdf
INTERNAL FR
Hey Betsy,
(b)(5) In addition, this sentence pertains solely to RBC's branch application, and therefore, is not
responsive to the FOIA request.
INTERNAL FR
Hey Betsy,
I must have missed this with the snow. (b)(5)
Thanks
(b)(5)
From:
To:
Cc:
Subject:
Date:
Davis, George
Caetano, Ruth
Whidbee, Robin
FW: RBC - NJ Branch
Monday, January 26, 2015 9:57:57 AM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Russell, Amelia [mailto:arussell@debevoise.com]
Sent: Friday, January 23, 2015 12:07 PM
To: Davis, George; Yee, Rosalie
Cc: Lyons, Gregory J.
Subject: RE: RBC - NJ Branch
CONFIDENTIAL
Dear Rosalie and George,
In response to our phone conversations and your email on January 20 requesting common equity tier 1,
tier 1 and total capital ratios and the leverage ratio for the consolidated organization as calculated on a
Basel I or Basel III standardized basis for the fiscal year ending on October 31, 2014, please see the
figures below. All of the ratios are calculated on a Basel I basis, with the exception of the CET1 and the
leverage ratios, which are calculated on a Basel III basis in accordance with the Office of the
Superintendent of Financial Institutions guidelines.
Royal Bank hereby requests confidential treatment for this email and the information contained in the
responses pursuant to the Freedom of Information Act, as amended, and the FRB implementing
regulations thereunder. The information for which confidential treatment is requested is financial and
commercial information, proprietary in nature, which is not available to the public from any other
source. Disclosure of this information to the public, including competitors of Royal Bank and its
affiliates, would provide the recipient with information regarding the business and financial plans,
potential profitability, proposed operations and competitive strategies of Royal Bank and its affiliates.
From this information, competitors could make inferences about the operations and competitive
strategies of Royal Bank and its affiliates that could potentially result in the altering of their own
competitive strategies and relationships, a result that could be harmful to the competitive position of
Royal Bank and its affiliates. As such, the confidential information contains proprietary and confidential
business information that is exempt from disclosure under 5 U.S.C. 552(b)(4) and 12 C.F.R.
261.14(b)(4).
Basel III AIRB
CET 1 ratio
9.9%
4.0%
Basel I
Tier 1 capital ratio
(b)(4)
We appreciate your continued attention to the RBC Hudson Branch application. Please do not hesitate to
let us know if you need anything else. Thanks.
Best,
Amelia Russell
From: Davis, George [mailto:george.davis@ny.frb.org]
Sent: Tuesday, January 20, 2015 2:54 PM
To: Lyons, Gregory J.; Russell, Amelia
Cc: Yee, Rosalie
Subject: RBC - NJ Branch
To confirm our conversation from last week and your conversation with Rosalie this morning, please
provide common equity tier 1, tier 1 and total capital ratios and the leverage ratio for the
consolidated organization as calculated on a Basel I or Basel III standardized basis for the fiscal year
ending on October 31, 2014.
Regards,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately
contact the sender by reply e-mail and destroy all copies of the original message.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC capital (b)(5)
. -FRSONLYTuesday, February 03, 2015 4:05:56 PM
INTERNAL FR
Can you remember what your question was? I cant seem to find it.
From: Betsy Howes-Bean
Sent: Tuesday, February 03, 2015 4:04 PM
To: Joshua Sherwin
Subject: RE: RBC capital (b)(5)
-FRSONLYImportance: High
INTERNAL FR
I think I replied to this with a question.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, February 03, 2015 3:52 PM
To: Betsy Howes-Bean
DUPLICATE - An identical copy of this email is contained in the email chain on February 3, 2015 at 3:52pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 3, 2015 at 3:52pm (above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC capital (b)(5)
-FRSONLYTuesday, February 03, 2015 4:46:34 PM
INTERNAL FR
Well, we requested the components (b)(5)
.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, February 03, 2015 4:17 PM
To: Betsy Howes-Bean
Subject: FW: RBC capital (b)(5)
-FRSONLY-
INTERNAL FR
This was my follow up. Ill(b)(5)
INTERNAL FR
(b)(5)
(b)(5) In addition, this sentence pertains solely to RBC's branch application, and therefore, is
not responsive to the FOIA request.
-FRSONLY-
(b)(5)
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Francine Blackburn
Additional conversation points for Tuesday"s meeting -ZFRSSEWednesday, February 04, 2015 1:42:00 PM
Hi Francine,
I wanted to let you know that one of the topics we would like to discuss next Tuesday will be a
feasible timeframe for submitting an updated IHC plan in light of the City National transaction.
(b)(8)
Thank you.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
RE: RBC capital numbers -FRSONLYWednesday, February 04, 2015 2:21:29 PM
INTERNAL FR
Thanks Rosalie.
From: Rosalie Yee (FRS)
Sent: Wednesday, February 04, 2015 2:21 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: RE: RBC capital numbers -FRSONLYOf course.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Wednesday, February 04, 2015 2:10 PM
To: Yee, Rosalie; Davis, George
Subject: RE: RBC capital numbers -FRSONLY-
INTERNAL FR
Could you include Betsy?
From: Rosalie Yee (FRS)
Sent: Wednesday, February 04, 2015 1:54 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: RE: RBC capital numbers -FRSONLYNo problem. Besides you, who else should I include?
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Wednesday, February 04, 2015 1:52 PM
To: Yee, Rosalie; Davis, George
Subject: RE: RBC capital numbers -FRSONLY-
INTERNAL FR
Yes, thanks. We have a few questions about capital and the components of the submission.
From: Rosalie Yee (FRS)
Sent: Wednesday, February 04, 2015 1:39 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: RE: RBC capital numbers -FRSONLY-
Sure. Are you available tomorrow. What do you want to talk to them about?
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Wednesday, February 04, 2015 1:32 PM
To: Davis, George; Yee, Rosalie
Subject: RE: RBC capital numbers -FRSONLY-
INTERNAL FR
Hi George & Rosalie, Can we set up a call with counsel for RBC?
INTERNAL FR
No problem.
On a separate matter, I
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, February 03, 2015 4:00 PM
To: Davis, George; Yee, Rosalie
Subject: RE: RBC capital numbers -FRSONLY-
INTERNAL FR
Thanks George. I knew I had seen it!
From: George Davis (FRS)
INTERNAL FR
Josh,
Please look over the last document uploaded to E-Apps. Let me know if this does not contain all the
information were looking for. If it doesnt, we will need to ask counsel for more information.
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Tuesday, February 03, 2015 3:16 PM
To: Yee, Rosalie; Davis, George
Subject: RBC capital numbers -FRSONLY-
INTERNAL FR
HI All, hope you are staying warm. For what its worth its cold here too.
Any word on the RBC numbers from Greg Lyons and/or Amelia Russell?
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
INTERNAL FR
Joshua Sherwin
Rosalie Yee (FRS)
Accepted: RBC Call -FRSONLY-
From:
To:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
RE: RBC Call Today 4pm -FRSONLYThursday, February 05, 2015 10:13:50 AM
INTERNAL FR
Thats fine. Thanks.
From: Rosalie Yee (FRS)
Sent: Thursday, February 05, 2015 10:09 AM
To: Joshua Sherwin
Subject: RBC Call Today 4pm
Does 4pm today work? That is the earliest Greg Lyons and Amelia Russell from Debevoise are
available today. I know Betsy lost her voice but she is available at 4pm today. I will send around the
dial in number shortly.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC/City National
Thursday, February 05, 2015 11:08:10 AM
(b)(5)
From:
To:
Subject:
Date:
Parks, Silvia
Meadow, Patricia
Re: RBC
Friday, February 06, 2015 7:43:34 AM
Thank you.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
----- Original Message ----From: Meadow, Patricia
Sent: Thursday, February 05, 2015 07:33 PM
To: Parks, Silvia; Smith, David A; Arbuthnott, Marilyn
Subject: RBC
(b)(5)
From:
To:
Subject:
INTERNAL FR
Joshua Sherwin
Rosalie Yee (FRS)
Accepted: RBC -FRSONLY-
From:
To:
Subject:
Date:
Betsy Howes-Bean
Andrew Cohen
RE: OCC call -FRSONLYMonday, February 09, 2015 9:12:37 AM
INTERNAL FR
Im sure you know this but just in case you dont (b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Andrew Cohen
Sent: Friday, February 06, 2015 9:05 AM
To: Betsy Howes-Bean; Alison Thro; Chae Hee Shin; You Suk Kim
Subject: OCC call [FRSONLY]
INTERNAL FR
Hi all,
First I wanted to let people know that R&S will be gathering in Martin 1319 for the call at 9:30. Also,
(b)(5)
(b)(5)
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RE: Matters
Tuesday, February 10, 2015 3:44:25 PM
LEGALDOCS-552726.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Monday, February 09, 2015 2:29 PM
To: Davis, George
Subject: RE: Matters
.
I believe the meeting memo still has some outstanding comments that I need to address. If I dont
get to it today, I will work on it first thing tomorrow.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Monday, February 09, 2015 1:34 PM
To: Davis, George
Subject: Matters
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
FW: CONFIDENTIAL- RBC Hudson Branch Application: Capital Ratios
Wednesday, February 11, 2015 3:23:41 PM
Hudson Branch - Fed capital request.pdf
FYI.
From: Russell, Amelia [mailto:arussell@debevoise.com]
Sent: Wednesday, February 11, 2015 3:22 PM
To: Rosalie Yee (FRS); George Davis (FRS); Joshua Sherwin
Cc: Lyons, Gregory J.
Subject: CONFIDENTIAL- RBC Hudson Branch Application: Capital Ratios
CONFIDENTIAL
All,
Pursuant to our discussion with Royal Bank of Canada (RBC) yesterday, please find attached a
document provided by RBC outlining estimated Basel III ratios and the respective inputs to be
considered in connection with RBCs Hudson Branch application. The file contains 6 pages:
Estimated Basel III ratios under the Standardized approach. Note that these calculations were made
using Basel I RWA over Basel III capital. This is mixing apples and oranges, but directionally it would
be correct that RBCs ratios would be somewhat lower under the Standardized approach vs. AIRB
under Basel III.
Basel I summary sheet
Basel I - more details
Basel III ratios as per RBCs Financial Supplement to its Annual Report
Basel III capital composition as per RBCs Financial Supplement to its Annual Report
Basel III RWA composition as per RBCs Financial Supplement to its Annual Report
Also note that IFRS rules especially for netting are more restrictive than under US GAAP rules, so RBC
informs us that the ratios, especially the leverage ratio, likely are lower than under US standards
and not directly comparable to US institutions.
RBC hereby requests confidential treatment for this document pursuant to the Freedom of
Information Act, as amended, and the FRB implementing regulations thereunder. The information
for which confidential treatment is requested is financial and commercial information, proprietary
in nature, which is not available to the public from any other source. Disclosure of this information
to the public, including competitors of RBC and its affiliates, would provide the recipient with
information regarding the business and financial plans, potential profitability, proposed operations
and competitive strategies of RBC and its affiliates. From this information, competitors could make
inferences about the operations and competitive strategies of Royal Bank and its affiliates that could
potentially result in the altering of their own competitive strategies and relationships, a result that
could be harmful to the competitive position of Royal Bank and its affiliates. As such, the
confidential information contains proprietary and confidential business information that is exempt
from disclosure under 5 U.S.C. 552(b)(4) and 12 C.F.R. 261.14(b)(4). RBC further requests that if,
notwithstanding the foregoing, the FRBNY should determine preliminarily to make available to the
public any of the information in the enclosed documents, it will inform RBC prior to doing so.
Please do not hesitate to let us know if you need any additional information to aid in moving the
application process forward. Thanks very much.
Best,
Amelia J. Russell
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212.909.6538
arussell@debevoise.com
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
$36,406
(b)(4)
(b)(4)
$42,202
(b)(4)
$50,020
BIII RWA
$42,202
$369,976
11.41%
BIII RWA
$50,020
$372,050
13.44%
BIII RWA
Note: Above figures reflect OSFI's Capital Adequacy requirements under Basel III & Basel I. In addition, RBC reports under IFRS accounting rules and therefore uses settlement
date accounting. (b)(4)
(b)(4)
(b)(4)
4,075
(b)(4)
(b)(4)
(b)(4)
31-Oct
2014
TIER 1 CAPITAL
Common Equity:
Common stock
Treasury Stock
Additional paid-in capital
Retained earnings
gains/(losses) arising
in institution's
g from changes
y
adjustment reported in other comprehensiveg income (OCI)
for-sale equity securities reported in OCI income (OCI)
Non-cumulative preferred stock
Treasury stock - preferred stock
Trust capital securities
Non-common Tier 1 capital
Non-controlling interest in subsidiaries
Goodwill
TOTAL TIER 1 CAPITAL
TIER 2 CAPITAL
Permanent subordinated debentures
Add:Eligible collective allowances
gg
equity securities reported in OCI income (OCI)
A-PERMANENT PREFERRED SHARES & DEBENTURES
Total Debentures outstanding
Less: Permanent subordinated debentures (as above)
Qualifying subordinated debentures
Less: Amortization (disallowed portion)
(b)(4)
4,075,000
(b)(4)
7,858,815
(b)(4)
Less: Other
Less: Substantial investments /JV
Less: Amounts of investments in SI/JV related to AOCI items ineligible for capital purposes
Less: Investment in insurance subsidiaries
Less: Amounts of investments in deconsol. subs related to AOCI items ineligible for capital p
Less: First loss facilities
Total deductions
TOTAL BIS CAPITAL
(b)(4)
Q4/14
Q3/14
Q2/14
Q1/14
Q4/13
9.9%
11.4%
13.4%
7.0%
2.5%
n.a
n.a
n.a.
9.9%
9.5%
11.2%
13.0%
7.0%
2.5%
n.a
n.a
n.a.
9.5%
9.7%
11.4%
13.2%
7.0%
2.5%
n.a
n.a
n.a
9.7%
9.7%
11.5%
13.5%
7.0%
2.5%
n.a.
n.a.
n.a.
9.7%
9.6%
11.7%
14.0%
7.0%
2.5%
n.a.
n.a.
n.a.
9.6%
OSFI all-in target (minimum + capital conservation buffer + DSIB surcharge (if applicable))
69 Common Equity Tier 1 all-in target ratio
70 Tier 1 capital all-in target ratio
71 Total capital all-in target ratio
7.0%
8.5%
10.5%
7.0%
8.5%
10.5%
7.0%
n.a.
n.a.
7.0%
n.a.
n.a.
7.0%
n.a.
n.a.
880
2,806
2,656
387
2,729
2,517
335
2,687
2,286
1,058
2,769
2,181
571
2,747
1,835
182
182
1,638
1,638
193
193
1,585
1,585
250
250
1,580
1,580
267
267
1,586
1,586
262
262
1,549
1,549
Capital instruments subject to phase-out arrangements (only applicable between 1 Jan 2013 and 1 Jan 2022)
80 Current cap on CET1 instruments subject to phase out arrangements
81 Amounts excluded from CET1 due to cap (excess over cap after redemptions and maturities)
82 Current cap on AT1 instruments subject to phase out arrangements
83 Amounts excluded from AT1 due to cap (excess over cap after redemptions and maturities) 1
84 Current cap on T2 instruments subject to phase out arrangements
85 Amounts excluded from T2 due to cap (excess over cap after redemptions and maturities)
5,913
7,352
-
5,913
7,352
-
5,913
7,352
-
5,913
387
7,352
-
6,652
583
8,271
-
ASSETS TO CAPITAL MULTIPLE (GROSS ADJUSTED ASSETS OVER TRADITIONAL TOTAL CAPITAL
Q4/14
Q3/14
Q2/14
Q1/14
Q4/13
17.0X
885.0
17.3X
867.9
17.5X
849.8
17.6X
850.8
16.6X
807.0
Q4/14
Q3/14
Q2/14
Q1/14
Q4/13
44,599
44,599
52,023
377,958
11.8 %
11.8 %
13.8 %
43,818
43,818
50,229
378,086
11.6 %
11.6 %
13.3 %
42,254
42,254
48,442
359,383
11.8 %
11.8 %
13.5 %
41,921
41,921
48,206
357,263
11.7 %
11.7 %
13.5 %
41,543
41,543
48,568
348,238
11.9 %
11.9 %
13.9 %
The reduction of the amounts excluded from AT1 due to cap is a result of the redemption of $900 million of innovative instruments in Q1/14 and the redemption of $850 million of preferred shares in Q2/14.
The transitional RWA does not reflect the CVA phase-in adjustments as implemented under the All-in Basis.
Q4/14
Q3/14
Q2/14
Q1/14
Q4/13
14,684
31,442
2,418
12
48,556
14,649
30,353
1,954
12
46,968
14,644
29,310
1,913
12
45,879
14,663
28,364
2,117
12
45,156
14,607
28,124
1,207
11
43,949
8,653
2,153
43
95
938
35
138
95
49
46
12,150
36,406
8,573
2,176
53
91
893
(18)
179
54
29
25
12,001
34,967
8,566
2,289
52
92
805
24
295
12,123
33,756
8,616
2,295
59
54
662
160
244
68
38
30
12,158
32,998
8,361
2,522
62
175
686
182
830
590
354
236
13,408
30,541
1,000
1,000
4,794
2
5,796
1,000
1,000
5,439
2
6,441
500
500
5,466
3
5,969
500
500
5,913
3
6,416
6,652
3
6,655
5,796
42,202
6,441
41,408
5,969
39,725
6,416
39,414
6,655
37,196
2,010
5,595
31
28
182
7,818
1,000
5,558
29
26
193
6,780
6,235
27
24
250
6,512
6,269
28
26
267
6,564
7,234
24
22
262
7,520
7,818
50,020
372,050
368,594
369,976
372,050
6,780
48,188
371,949
368,320
369,772
371,949
6,512
46,237
349,094
n.a.
n.a.
n.a.
6,564
45,978
341,752
n.a.
n.a.
n.a.
7,520
44,716
318,981
n.a.
n.a.
n.a.
52
53
54
55
56
57
58
59
60
60a
60b
60c
Q4/14
Exposure 2
Credit risk 5
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
Derivatives -including CVA - CET1 phase-in adjustment 6
Total trading-related
Total lending-related and other and trading-related
Bank book equities 7, 8
Securitization exposures
Regulatory scaling factor 9
Other assets 10
Total credit risk 10
Market risk 11, 12
Interest rate
Equity
Foreign exchange
Commodities
Specific risk
Incremental risk charge
Total market risk
Q4/14
Average
of risk
weights 3
Standardized
approach
Advanced
approach
Capital
requirements
Total 4
Other
Q3/14
Total 4
Total 4
Q2/14
Total 4
Q1/14
Total 4
Q4/13
Total 4
191,905
229,594
6%
21%
1,048
4,775
9,525
44,201
10,573
48,976
846
3,918
10,315
48,238
9,938
47,138
8,550
47,898
8,490
48,418
231,982
58,453
81,477
793,411
55%
13%
9%
25%
17,594
2,538
2,543
28,498
109,354
5,145
4,536
172,761
126,948
7,683
7,079
201,259
10,156
615
566
16,101
122,167
7,844
7,134
195,698
110,166
5,583
6,728
179,553
106,485
3,781
6,137
172,851
101,780
3,910
5,409
168,007
284,715
73,296
358,011
1,151,422
2,035
39,936
n.a.
43,764
1,237,157
2%
37%
9%
20%
100%
15%
n.a.
69%
23%
24
1,447
1,471
29,969
342
n.a.
n.a.
30,311
4,864
15,116
19,980
192,741
2,025
5,488
11,938
n.a.
212,192
24
10,312
10,336
10,336
30,032
40,368
4,912
26,875
31,787
233,046
2,025
5,830
11,938
30,032
282,871
393
2,150
2,543
18,644
162
466
955
2,402
22,629
4,289
27,766
32,055
227,753
2,052
6,032
11,543
30,675
278,055
3,705
27,207
30,912
210,465
1,859
6,004
10,573
29,374
258,275
3,474
28,264
31,738
204,589
1,851
6,451
10,163
30,745
253,799
2,662
16,489
19,151
187,158
1,712
6,789
9,813
27,169
232,641
2,211
178
1,224
2,025
11,640
17,278
4,115
1,443
50
5
3,340
12,229
21,182
6,326
1,621
1,274
2,030
14,980
12,229
38,460
506
130
102
162
1,198
979
3,077
5,703
3,414
1,474
1,926
18,926
12,599
44,042
7,199
3,934
1,227
1,652
19,141
12,951
46,104
5,881
3,621
1,391
1,592
20,219
11,351
44,055
3,361
3,330
1,661
990
21,948
10,894
42,184
13, 14
Operational risk 15
47,263
n.a.
n.a.
47,263
3,781
46,223
44,715
43,898
44,156
94,852
233,374
40,368
368,594
29,487
368,320
349,094
341,752
318,981
(A)
17,281
17,281
17,281
OSFI Scalars
(B)
57%
65%
77%
1,382
1,382
111
1,452
233,374
41,750
369,976
29,598
369,772
349,094
341,752
318,981
2,074
2,074
166
2,177
94,852
233,374
43,824
372,050
29,764
371,949
349,094
341,752
318,981
(D)=A*(100%-B)
7,430
6,048
3,974
(E)=C-D
368,594
369,976
372,050
1,237,157
CVA
6
94,852
(C)
376,024
376,024
376,024
Effective Q1/13 numbers are calculated using guidelines issued by OSFI under the Basel III All-in framework.
Total exposure represents exposure at default which is the expected gross exposure upon the default of an obligor. This amount excludes any allowance against impaired loans or partial write-offs and does not reflect the impact of credit risk mitigation
Represents the average of counterparty risk weights within a particular category.
4
The minimum capital requirements for each category can be calculated by multiplying the total RWA by 8%.
5
For credit risk, a majority of our portfolios use the Internal Ratings Based (IRB) Approach and the remainder use the Standardized Approach.
6
Commencing Q1/2014, a new CVA regulatory capital charge has been applied to derivatives. In Q3/14, OSFI introduced a new three tier capital approach with different scalars for each tier. See above for calculation and scalars percentages. For Q1/14 and Q2/14, CVA regulatory capital charge was calculated using the
standardized method applied at a phased in factor of 57%.
7
CAR (Capital Adequacy Requirement) guidelines define banking book equities based on the economic substance of the transaction rather than the legal form or accounting treatment associated with the financial instrument. As such, differences exist in the identification of equity securities held in the banking
book and those reported in the financial statements. Banking book equities are financial instruments held for investment purposes and are not part of our trading book, consisting of publicly-traded and private equities, partnership units, venture capital
and derivative instruments tied to equity interests. As at Q4/14, the amount of publicly-traded equity exposures was $855 million and private equity exposures amounted to $1,180 million. Total exposure represents exposure at default, which is the expected gross exposure upon the default of an obligor.
8
The amount of available-for-sale securities held in the banking book that were "grandfathered" under CAR (Capital Adequacy Requirement) guidelines, and thus subject to a 100% risk-weighting until the end of 2017, was $96 million for Q4/14.
9
The scaling factor represents a calibration adjustment of 6% as prescribed by OSFI under the Basel III framework and is applied to RWA amounts for credit risk assessed under the IRB Approach.
10
For credit risk, portfolios using the Standardized and IRB Approaches represents 11% and 74%, respectively, of RWA. The remaining 15% represents Balance Sheet assets not included in Standardized or IRB Approaches.
11
For market risk RWA measurement, we use an internal models approach where we have obtained regulatory approval, and a standardized approach for products yet to be approved.
12
Regulatory capital for our correlation trading portfolios is determined through the standardized approach as prescribed by OSFI. Therefore, we do not have a Comprehensive Risk Charge for these portfolios. Our securitization and resecuritization positions in our trading book also have capital requirements
under the standardized approach. The changes in value due to market and credit risk in the securitization and resecuritization in the trading book are managed through the daily markto-market process. Furthermore, we employ market risk measures such as sensitivities to changes in option-adjusted
spreads and underlying asset prices as well as VaR and stress testing measures.
13
The incremental risk charge (IRC) was $936 million as at Q4/14. The average was $981 million, high was $1,060 million and low was $840 million for Q4/14. The IRC is measured over a one-year horizon at a 99.9% confidence level. We utilize a technique known as the Monte Carlo simulation process to
generate a statistically relevant number of loss scenarios due to ratings migration and default in order to establish the losses at that confidence level. We also make certain assumptions about position liquidity (the length of time to close out a position) within the model that range from a floor of three
months to maximum of one year. The determination of liquidity is based on issuer type and credit rating. Credit rating migration and default probabilities are based on historical data.
14
The models are subject to the same internal independent vetting and validation procedures used for all regulatory capital models. Important assumptions are re-reviewed at least annually. Due to long time horizon and high confidence level of the risk measure, we do not perform back-testing as we do for
the VaR measure.
15
For operational risk, we use the Standardized Approach.
2
3
From:
To:
Cc:
Subject:
Date:
Attachments:
We put together the attached summary with respect to the meeting we had at the end of last year.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
MEMORANDUM
DATE
TO
Files
FROM
SUBJECT
RESTRICTED FR
Meeting Attendees
Federal Reserve Bank of New York
George Davis, Bank Applications Function
Catherine Kung, Legal
Silvia Parks, Financial Institution Supervision Group
David Smith, Financial Institution Supervision Group
Rosalie Yee, Bank Applications Function
Board of Governors
Althea Pieters, Banking Supervision and Regulation
Joshua Sherwin, Banking Supervision and Regulation
Alison Thro, Legal Division
Michael Waldron, Legal Division
Royal Bank of Canada
Francine P. Blackburn, EVP, Regulatory & Government Affairs, Chief Compliance Officer
Michael Dobbins, SVP, Head, Mortgage and Consumer Lending
Jason Drysdale, SVP, Enterprise Risk
Shawn Maher, Excutive Director, Deputy Director of Legislative Affairs
Anthony Pagano, Chief Counsel, M&A
Howard Plotkin, Managing Director, Director of Compliance
David Power, VP, Market Strategy and Execution, Corporate Treasury
Nick Tomovski, Controller, Global Capital Markets
On December 30, 2015, we met with Royal Bank of Canada, Montreal, Canada (RBC) to
discuss their plans to acquire City National Corporation, Los Angeles, California (CBC) and its
wholly-owned national bank subsidiary, City National Bank, Beverly Hills, California (City
National). (b)(4) & (5)
Files
February 11, 2015
2
(b)(4) & (5)
.
Background
RBC is Canadas largest bank as measured by market capitalization and second largest
bank as measured by total assets. As of October 31, 2014, RBC had total consolidated assets of
CAD 940.6 billion (USD 840.2 billion). It is also a diversified financial services company and
provides personal and commercial banking, wealth management services, insurance, investor
services, and capital markets products and services on a global basis. In addition to Canada and
the United States, RBC operates in over 44 countries through a network of branches, local banks
and non-bank subsidiaries. In the United States, RBC operates (1) five branches with three
branches in New York, New York and branches in Miami, Florida and Portland, Oregon; (2) two
agencies located in Houston and Dallas, Texas; (3) six representative offices located in San
Francisco, California, Houston, Texas, Wilmington, Delaware, Seattle, Washington, Miami,
Florida, and New York, New York; and (4) RBC Bank (Georgia), N.A., Atlanta, Georgia (RBC
Georgia), a bank subsidiary as well as several U.S. nonbanking subsidiaries that engage in asset
management and capital market activities.
CNC had total consolidated assets of $32.6 billion as of December 31, 2014, the close of
it most recent quarter. City National provides banking investment and trust services through 75
offices located in Southern California, the San Francisco Bay Area, Nevada, New York City,
Nashville and Atlanta. City National and its investment affiliates manage or administer $60.8
billion in client investment assets, including $48.1 billion under direct management, as of
December 31, 2014. City National is a specialty bank with a strong private bank focus and has
established relationships with many entertainment industry clients. It also focuses on financial
solutions for entrepreneurs and professionals and their businesses and families.
Discussion
RBC would like to expand its U.S. banking business by acquiring City National. RBC
views City National as an attractive target because City National delivers comprehensive
banking and wealth management products to commercial and high net worth individuals. RBC
believes there are significant synergies between City National and RBCs U.S. Wealth
Management and Capital Markets businesses, and the acquisition of City National would
diversify earnings and increase liquidity in RBCs U.S. franchise.
At closing, the initial plan is that CNC will merge with and into RBC USA Holdco
Corporation (Holdco), with Holdco surviving as a wholly-owned subsidiary of RBC.1 In
compliance with a new rule,2 which goes into effect in July 2016, foreign banking organizations
with U.S. assets greater than $50 billion are required to create a single U.S. intermediate holding
1
Holdco was a U.S. Bank Holding Company (BHC) prior to the 2012 sale of RBCs U.S. retail banking
operations.
12 C.F.R. Part 252 (Enhanced Prudential Standards for Bank Holding Companies and Foreign Banking
Organizations; Final Rule March 27, 2014).
Files
February 11, 2015
3
company (IHC) to hold all U.S. bank and nonbank subsidiaries. Holdco will be designated as
RBCs IHC no later than July 1, 2016. (b)(5) & (8)
(b)(5) & (8)
Next Steps
In the near term, RBC and CNC plan to finalize and obtain approval for the proposed
transaction from their respective boards of directors, sign agreements and announce the
transaction publicly (b)(4) & (5)
RBC plans to submit an application to this
Reserve Bank (b)(4) & (5)
.
The transaction was publicly announced on January 22, 2015. (b)(4) & (5)
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: CONFIDENTIAL- RBC Hudson Branch Application: Capital Ratios -FRSONLYWednesday, February 11, 2015 5:07:17 PM
INTERNAL FR
Im still going through it. (b)(4) & (5)
DUPLICATE - An identical copy of this email is contained in the email chain on February 11, 2015 at 3:22pm (above).
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC -FRSONLYFriday, February 13, 2015 12:42:59 PM
INTERNAL FR
Sounds good
From: Betsy Howes-Bean
Sent: Friday, February 13, 2015 12:41 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLYImportance: High
INTERNAL FR
Hi Betsy when you have some time, Id like to discuss the RBC capital numbers.
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Betsy Howes-Bean
Kwayne Jennings
RE: RBCs IHC Plan Resubmission -FRSONLYWednesday, February 18, 2015 3:08:00 PM
(b)(5)
I am going to forward the meeting invite to Josh Sherwin and Kathy Haney (interchange from
Atlanta) who I have earmarked for the City National application. Let me know if there are not
enough seats in the room.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
-----Original Appointment----From: Kwayne Jennings
Sent: Thursday, February 12, 2015 3:06 PM
To: Kwayne Jennings; Betsy Howes-Bean; Laura Macedo; Michael Accornero; Elizabeth
MacDonald; Althea Pieters; Silvia Parks (FRS); Patricia Meadow (FRS); Marilyn Arbuthnott
(FRS)
Subject: RBCs IHC Plan Resubmission -FRSONLYWhen: Thursday, February 19, 2015 2:00 PM-3:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: K-7039 Severn
RESTRICTED FR
Canada:
(b)(6)
U.S.
(b)(6)
Intl:
(b)(6)
(b)(6)
Francine Blackburn, EVP Regulatory & Government Affairs & Chief Compliance Officer
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
From:
To:
Cc:
Subject:
Date:
Attachments:
Kwayne Jennings
Betsy Howes-Bean; Julie Anthony; Elizabeth MacDonald; Joshua Sherwin
Althea Pieters
FW: RBCs IHC Plan Resubmission - Meeting Today -FRSONLYThursday, February 19, 2015 10:53:31 AM
Briefing Memo RBC 12-31-2014 Mike Gibson.pdf
012214 - RBC City News Release FINAL (2).pdf
INTERNAL FR
FYI, in preparation for the call with RBC today.
From: Althea Pieters
Sent: Thursday, February 19, 2015 10:49 AM
To: Kwayne Jennings
Cc: Laura Macedo
Subject: RBCs IHC Plan Resubmission - Meeting Today -FRSONLY-
INTERNAL FR
Dear All,
In preparation for todays meeting between RBC and Board and Reserve Bank staff, below is an
update.
Update:
At a meeting held on February 10, 2015, between RBC, FRBNY staff, and FR Board Analyst, RBC
informed staff that the company plans to submit its application to acquire City National (b)(4) &
(5)
.
(b)(5) & (8)
Attached to this email is a copy the previously circulated briefing memo outlining the RBC/City
National proposed acquisition and RBCs Press Release announcing the acquisition.
Thank you,
Althea N. Pieters
DUPLICATE - An identical copy of the 5-page attachment titled "Briefing Memo RBC 12-31-2014
Mike Gibson.pdf" is contained in the email chain on January 2, 2015 at 8:34am (above). Accordingly,
the 5-page attachment "Briefing Memo RBC 12-31-2014 Mike Gibson.pdf" is a duplicate copy that has
already been addressed.
In addition, an identical copy of the 5-page attachment "012214 - RBC City News Release FINAL
(2).pdf" is contained in the email chain on January 22, 2015 at 6:45am (above). Accordingly, this
attachment has already been addressed.
From:
To:
Cc:
Subject:
Date:
Flora Ahn
Betsy Howes-Bean; Joshua Sherwin; Kevin Kostyk
Joe Carapiet
(b)(5) -FRSONLYRE: RBC Thursday, February 19, 2015 11:14:55 AM
INTERNAL FR
Sounds good thank you Betsy.
(b)(5) In addition, these two sentences pertain solely to RBC's branch application, and therefore, are not
responsive to the FOIA request.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Thursday, February 19, 2015 11:07 AM
To: Flora Ahn; Kevin Kostyk
Cc: Joe Carapiet; Betsy Howes-Bean
(b)(5)
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Hi Flora,
(b)(5)
(b)(5) In addition, these two sentences pertain solely to RBC's branch application, and therefore, are not responsive to
the FOIA request.
INTERNAL FR
Josh,
(b)(5)
Thanks,
Flora
From: Joshua Sherwin
Sent: Wednesday, February 04, 2015 12:47 PM
To: Flora Ahn; Kevin Kostyk
Cc: Joe Carapiet; Betsy Howes-Bean
(b)(5)
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Thanks Flora.
(b)(5)
.
From: Flora Ahn
Sent: Wednesday, February 04, 2015 11:08 AM
To: Kevin Kostyk; Joshua Sherwin
Cc: Joe Carapiet; Betsy Howes-Bean
(b)(5)
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Hi Josh,
As a follow up to Kevins email below, Mike W. discussed the
.
Thanks,
Flora
From: Kevin Kostyk
Sent: Tuesday, February 03, 2015 4:24 PM
(b)(5)
INTERNAL FR
(b)(5)
Thanks, Josh.
.
(b)(5) In addition, this sentence pertains solely to RBC's branch application, and therefore, is not responsive to
the FOIA request.
Best,
Kevin
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on February 3, 2015 at
3:13pm (above).
Thanks,
Josh
From: Flora Ahn
Sent: Tuesday, February 03, 2015 10:26 AM
To: Joshua Sherwin
Cc: Joe Carapiet; Kevin Kostyk
(b)(5)
Subject: RBC -FRSONLY-
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on February 3, 2015 at
3:13pm (above).
From:
To:
Subject:
Date:
Arbuthnott, Marilyn
Meadow, Patricia
Re: RBC call today -FRSONLYThursday, February 19, 2015 11:37:22 AM
.
Marilyn Arbuthnott
Assistant Vice President
Federal Reserve Bank of New York
Large International Financial Institution Supervision
212 - 720-8396
From: Meadow, Patricia
Sent: Thursday, February 19, 2015 11:32 AM
To: Jennings, Kwayne L (Board); Arbuthnott, Marilyn
Cc: Pieters, Althea N (Board)
Subject: RE: RBC call today -FRSONLY-
Thanks
Pat
RESTRICTED FR
RESTRICTED FR
Hi Pat & Marilyn,
I(b)(5) & (8)
From:
To:
Subject:
Date:
Yee, Rosalie
Sherwin, Joshua M (Board); Davis, George
Re: RBC/City National -FRSONLYThursday, February 19, 2015 3:58:47 PM
INTERNAL FR
Thanks Rosalie. Im not sure a call is necessary. (b)(5)
Ok. Are you or anyone else in your office in touch with S+C regarding the application?
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Rosalie Yee (FRS)
Sent: Thursday, February 19, 2015 2:53 PM
To: Joshua Sherwin; George Davis (FRS)
Subject: Re: RBC/City National
No, nothing has come in yet but we can set up a placeholder in Eapps so someone gets assigned.
From:
To:
&F
Betsy Howes-Bean
Elizabeth MacDonald.ZD\QH-HQQLQJV/DXUD0DFHGR
-RVK6KHUZLQ
Subject:
Date:
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
INTERNAL FR
Hi there (b)(5)
Elizabeth MacDonald
Federal Reserve Board of Governors
Division of Banking Supervision and Regulation
202-475-6316
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC capital numbers -FRSONLYMonday, February 23, 2015 10:46:16 AM
INTERNAL FR
Thanks George.
(b)(5)
INTERNAL FR
I just saw this email. Reach out to Amelia directly.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Thursday, February 19, 2015 5:21 PM
To: Davis, George
Subject: RE: RBC capital numbers -FRSONLY-
INTERNAL FR
George, one last number were going to need: the leverage ratio.
Thanks
From: George Davis (FRS)
Sent: Tuesday, February 03, 2015 3:28 PM
To: Joshua Sherwin; Rosalie Yee (FRS)
Subject: RE: RBC capital numbers -FRSONLY-
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on February 4, 2015 at
2:21pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 4, 2015
at 2:21pm (above).
From:
To:
Cc:
Subject:
Date:
FBO-Enhanced-Prudential-Standards-Implementation
Torbenson, Dan (Law)
francine.blackburn@rbc.com; Kwayne Jennings; Betsy Howes-Bean; Michael Accornero; Elizabeth MacDonald;
Althea Pieters; Silvia Parks (FRS); Patricia Meadow (FRS); Marilyn Arbuthnott (FRS)
RE: RBC Implementation Plan -ZFRSSETuesday, February 24, 2015 4:01:01 PM
INTERNAL FR
Dear Mr. Torbenson:
During a conference call with RBC staff on Thursday, February 19, 2015, all were in agreement that
RBC will have to resubmit its implementation plan to reflect the announced acquisition of City
National Corporation. The purpose of this email is to confirm that Board staff is in agreement with
the April 30, 2015 resubmission deadline that RBC staff proposed. Please submit the revised plan
to this mail box - FBO-Enhanced-Prudential-Standards-Implementation@frb.gov.
Best Regards,
Laura Macedo
Daniel L. Torbenson
Royal Bank of Canada
Chief Counsel, U.S. Regulatory and Corporate Services
3 World Financial Center
200 Vesey Street
New York, NY 10281
dan.torbenson@rbc.com
212-437-9264 (o)
(b)(6)
RBC Wealth Management does not accept buy, sell, or cancel orders by email, or any instructions by email
that would require your signature. Please visit RBC Wealth Management Email Disclosures for material
details about our products and accounts, as well as for other important information.
Disclosure information regarding potential conflicts of interest on the part of RBC Capital Markets, LLC in
connection with companies that are the subject of any third-party research report included in this email
message may be found at Third-Party Research Disclosures.
RBC Wealth Management, a division of RBC Capital Markets, LLC, Member NYSE/FINRA/SIPC.
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC- Hudson Branch -FRSONLYWednesday, February 25, 2015 2:48:47 PM
INTERNAL FR
(b)(5)
.
From: George Davis (FRS)
Sent: Wednesday, February 25, 2015 2:45 PM
To: Joshua Sherwin
Subject: FW: RBC- Hudson Branch
(b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Russell, Amelia [mailto:arussell@debevoise.com]
Sent: Wednesday, February 25, 2015 12:08 PM
To: Sherwin, Joshua M (Board)
Cc: Yee, Rosalie; Davis, George; Lyons, Gregory J.
Subject: RBC- Hudson Branch
Hi Josh,
In response to your inquiry yesterday, the supplementary leverage ratio for RBC as of January 31,
2015 is 3.8%. This number was publically released along with all Q1 financials as of this morning. Let
us know if you need any other information. Thanks very much.
Best,
Amelia J. Russell
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212.909.6538
arussell@debevoise.com
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC- Hudson Branch
Wednesday, February 25, 2015 2:51:00 PM
Interesting. (b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Wednesday, February 25, 2015 2:50 PM
To: Betsy Howes-Bean
Subject: FW: RBC- Hudson Branch
(b)(5)
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: RBC
Wednesday, February 25, 2015 11:43:54 AM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
-----Original Message----From: Yee, Rosalie
Sent: Wednesday, February 25, 2015 11:42 AM
To: Davis, George
Subject: FW: RBC
Let me know if there is anything else we should convey to Sylvia.
(b)(5)
-----Original Message----From: Yee, Rosalie
Sent: Wednesday, February 25, 2015 11:31 AM
To: Parks, Silvia
Cc: Davis, George
Subject: RE: RBC
Thanks very much for letting us know.
George and I have not heard anything from RBC's outside counsel about their application filing plans for the City
National transaction. (b)(5)
(b)(5)
RBC would physically file their application with us in NY but Board staff will be assigned to the application
because of the size and complexity of the transaction. You will receive a copy.
Enjoy your time off and we'll talk when you get back.
-----Original Message----From: Parks, Silvia
Sent: Tuesday, February 24, 2015 9:46 PM
To: Yee, Rosalie
Subject: RBC
Hi Rosalie,
It wasn't anything major. I just wanted to give you an update on RBC, since I will be out on vacation for a few days.
We had a call with the firm last week and they stated that the application would be submitted (b)(5)
Have you heard anything? Do they file with us or with the Board? Let me know if you get it.
Thanks,
Regards,
SILVIA PARKS
Large International Financial Institutions Financial Institution Supervision Group Federal Reserve Bank of New
York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
Re: OSFI capital requirements
Thursday, February 26, 2015 10:17:08 AM
(b)(5)
-FRSONLY-
Ok
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Betsy Howes-Bean
Sent: Thursday, February 26, 2015 10:12 AM
To: Joshua Sherwin
Subject: FW: OSFI capital requirements
(b)(5)
-FRSONLY-
INTERNAL FR
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Pat Soriano
Sent: Wednesday, February 25, 2015 5:10 PM
To: Betsy Howes-Bean
Subject: FW: OSFI capital requirements
(b)(5)
-FRSONLY-
(b)(5)
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
(b)(5)
FRSONLY-
INTERNAL FR
Josh - quick question, for your RBC case,
(b)(5)
(b)(5)
Thanks!
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
From:
To:
Subject:
Date:
(b)(5)
Betsy Howes-Bean
Pat Soriano
RE: OSFI capital requirements
Thursday, February 26, 2015 11:36:32 AM
FRSONLY-
INTERNAL FR
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Pat Soriano
Sent: Thursday, February 26, 2015 11:35 AM
To: Betsy Howes-Bean
Subject: RE: OSFI capital requirements
(b)(5)
-FRSONLY-
(b)(5)
(b)(5)
-FRSONLY-
INTERNAL FR
HA. OK I asked Josh too.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Pat Soriano
Sent: Thursday, February 26, 2015 10:47 AM
To: Betsy Howes-Bean
Subject: RE: OSFI capital requirements
(b)(5)
-FRSONLY-
INTERNAL FR
(b)(5)
(b)(5)
-FRSONLY-
INTERNAL FR
Hmm. I want to talk to Josh about this a little more tomorrow.
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Board of Governors of the Federal Reserve System
(202) 452-3096
From: Pat Soriano
Sent: Wednesday, February 25, 2015 5:10 PM
To: Betsy Howes-Bean
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
From:
To:
Subject:
Date:
Pat Soriano
Betsy Howes-Bean
RE: OSFI capital requirements
Thursday, February 26, 2015 11:44:11 AM
(b)(5)
FRSONLY-
INTERNAL FR
Right!
(b)(5)
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
(b)(5)
FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 11:36am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February
26, 2015 at 11:36am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
11:36am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
From:
To:
Subject:
Date:
(b)(5)
Joshua Sherwin
Betsy Howes-Bean
RE: OSFI capital requirements
Friday, February 27, 2015 11:59:15 AM
-FRSONLY-
INTERNAL FR
Would you like to discuss this?
From: Betsy Howes-Bean
Sent: Thursday, February 26, 2015 10:12 AM
To: Joshua Sherwin
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: OSFI capital requirements
Friday, February 27, 2015 12:0
(b)(5)
FRSONLY-
OK
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Friday, February 27, 2015 12:00 PM
To: Betsy Howes-Bean
Subject: RE: OSFI capital requirements (b)(5)
-FRSONLY-
INTERNAL FR
Yes. Make it 45?
From: Betsy Howes-Bean
Sent: Friday, February 27, 2015 12:00 PM
To: Joshua Sherwin
Subject: RE: OSFI capital requirements (b)(5)
Importance: High
-FRSONLY-
-FRSONLY-
INTERNAL FR
Hello!
From: Betsy Howes-Bean
Sent: Thursday, February 26, 2015 10:12 AM
To: Joshua Sherwin
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
From:
To:
Subject:
Date:
Joshua Sherwin
Pat Soriano
RE: OSFI capital requirements
Friday, February 27, 2015 11:53:39 AM
(b)(5)
-FRSONLY-
INTERNAL FR
Hi Pat, thank for sending this. Ive seen this but
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 10:17am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
10:17am (above).
From:
To:
Subject:
Date:
Lisa Joire
Melissa Vanouse
For your review: Notes from case call this morning -FRSONLYMonday, March 02, 2015 11:48:12 AM
RESTRICTED FR
Melissa,
Here are my notes from the case call for your review.
+++++++++++++++++++++++++++++++++
List of cases Not Responsive - concerns entirely unrelated applications/matters involving other
institutions; also (b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also
(b)(5)
(b)(5)
+++++++++++++++++++++++++++++++++
Lisa Joire
Applications Section
Consumer Compliance Supervision Branch
Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
(202) 785-6036
lisa.joire@frb.gov
From:
To:
Subject:
Date:
Melissa Vanouse
CCA Bank Applications; Carol Evans
Notes from 3/2/15 case call -FRSONLYMonday, March 02, 2015 11:53:08 AM
RESTRICTED FR
Hello,
Thanks, Lisa, for these notes from todays case call:
List of cases Not Responsive - concerns entirely unrelated applications/matters involving other
institutions; also (b)(5)
+++++++++++++++++++++++++++++++++
Lisa Joire
Applications Section
Consumer Compliance Supervision Branch
Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
(202) 785-6036
lisa.joire@frb.gov
From:
To:
Cc:
Subject:
Date:
Attachments:
Joshua Sherwin
Michael Sexton
Betsy Howes-Bean
RBC_Branch_Memo_Draft_8.docx -FRSONLYWednesday, March 04, 2015 5:36:57 PM
RBC_Branch_Memo_Draft_8.docx
INTERNAL FR
HI Mike, attached is the memo for a branch application from RBC to establish a new branch in Jersey
City. (b)(5) In addition, this information pertains solely to RBC's branch application, and therefore,
is not responsive to the FOIA request.
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
This 10-page draft document has been withheld in full pursuant to exemptions 4, 5 &
8. In addition, the majority of the information in this document would not have been
considered in the context of the City National application because such information
pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Cc:
Subject:
Date:
Attachments:
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
This 17-page "draft" memo has been withheld in full pursuant to exemptions 4, 5 & 8.
The 17-page "final" version of the memo, which was finalized on March 9, 2015, was
also withheld in full pursuant to exemptions 4, 5 & 8.
Please note that the majority of the information in the memo would not have been
considered in the context of the City National application because such information
pertains solely to RBC's federal branch application in New Jersey, and therefore,
would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org)
No news from RBC -FRSONLYFriday, March 06, 2015 4:36:00 PM
image001.png
Marilyn,
I was not able to get a hold of Francine or Howard Plotkin, (b)(5)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
"francine.blackburn@rbc.com"
Re: Acquisition Update
Friday, March 06, 2015 5:16:42 PM
image001.png
Thanks, Francine.
Regards,
SILVIA PARKS
Large International Financial Institutions
Financial Institution Supervision Group
Federal Reserve Bank of New York
Tel: 212.720.7358
Blackberry: 917.273.2147
Email: silvia.parks@ny.frb.org
From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]
Sent: Friday, March 06, 2015 04:49 PM
To: Parks, Silvia
Subject: RE: Acquisition Update
Hi Silvia, I'm not sure what the delay was but it will be sometimes this week- most likely mid-week. I have
the document to review - I will get back to you early next week with a more specific date.
Francine
Francine Blackburn | EVP, Regulatory & Government Affairs and Chief Compliance Officer | Royal
Bank of Canada | T: (416) 974-4979 | F: (416) 974-5274
From: Parks, Silvia [mailto:silvia.parks@ny.frb.org]
Sent: 2015, March, 06 2:09 PM
To: Blackburn, Francine
Subject: Acquisition Update
Hi Francine,
I am back from vacation and wanted to see if you have an update on the timeline. I am free until
2:30 and after 3pm if you can talk. Thanks.
Regards,
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
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contact the sender by reply e-mail and destroy all copies of the original message.
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From:
To:
Subject:
Date:
Attachments:
Michael Waldron
Betsy Howes-Bean
RE: (b)(5)
Tuesday, March 10, 2015 4:26:15 PM
image001.png
-FRSONLY-
INTERNAL FR
I will take a look.
From: Betsy Howes-Bean
Sent: Tuesday, March 10, 2015 4:20 PM
To: Michael Waldron
Subject: FW: (b)(5)
-FRSONLY-
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Cynthia Sutton
Sent: Tuesday, March 10, 2015 9:23 AM
To: Kathleen O'Day; Claudia Turner; Dona Faircloth; Renae Brinkley; Venus Scott; Betsy Howes-Bean
Cc: Angela Miller; Cynthia Sutton; Ricardo Colon
Subject: (b)(5)
-FRSONLY-
INTERNAL FR
(b)(5)
(b)(5)
From:
To:
Cc:
Subject:
Date:
Attachments:
Meadow, Patricia
Parks, Silvia
Arbuthnott, Marilyn; Riva, Luis
Re: Update on RBC Acquisition Application -FRSONLYTuesday, March 10, 2015 6:03:03 PM
image001.png
image003.png
Hi Pat,
I spoke to Francine Blackburn today and she confirmed that the application will be delivered to the
NY Fed (b)(5)
.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
FW: RBC -FRSONLYFriday, March 13, 2015 1:49:50 PM
INTERNAL FR
This was the exchange.
From: Joshua Sherwin
Sent: Friday, March 13, 2015 12:43 PM
To: Michael Waldron
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Yes
From: Michael Waldron
Sent: Friday, March 13, 2015 12:40 PM
To: Joshua Sherwin
Subject: RE: RBC -FRSONLY-
INTERNAL FR
(b)(5)
INTERNAL FR
(b)(5)
INTERNAL FR
Betsy,
(b)(5)
? Thanks.
Mike
From:
To:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
RE: RBC/City National -FRSONLYFriday, March 13, 2015 4:59:42 PM
INTERNAL FR
(b)(5)
From:
To:
Cc:
Subject:
Date:
Alison Thro
Rosalie Yee (FRS); Joshua Sherwin; Betsy Howes-Bean; Michael Waldron
George Davis (FRS)
RE: RBC/City National -FRSONLYFriday, March 13, 2015 5:20:11 PM
INTERNAL FR
Great; thanks!
From: Rosalie Yee (FRS)
Sent: Friday, March 13, 2015 4:51 PM
To: Joshua Sherwin; Betsy Howes-Bean; Alison Thro; Michael Waldron
Cc: George Davis (FRS)
Subject: RBC/City National
DUPLICATE - An identical copy of this email is contained in the email chain on March 13, 2015 at 4:59pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Parks, Silvia
Yee, Rosalie
Davis, George
RE: RBC/City National -FRSONLYFriday, March 13, 2015 5:28:58 PM
image001.png
image002.png
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Kwayne Jennings; Betsy Howes-Bean
RE: Update on RBC Acquisition Application -FRSONLYMonday, March 16, 2015 9:44:11 AM
image002.png
INTERNAL FR
(b)(5)
INTERNAL FR
fyi
From: Kwayne Jennings
Sent: Tuesday, March 10, 2015 6:15 PM
To: Althea Pieters
Subject: FW: Update on RBC Acquisition Application -FRSONLYImportance: High
INTERNAL FR
fyi
From: Patricia Meadow (FRS)
Sent: Tuesday, March 10, 2015 6:02 PM
To: Kwayne Jennings
Subject: Fw: Update on RBC Acquisition Application -FRSONLYFyi
Patricia Meadow
From: Parks, Silvia
Sent: Tuesday, March 10, 2015 05:48 PM
To: Meadow, Patricia
Cc: Arbuthnott, Marilyn; Riva, Luis
Subject: Update on RBC Acquisition Application -FRSONLY-
Hi Pat,
DUPLICATE - An identical copy of this email is contained in the email chain on March 10, 2015 at 6:03pm
(above).
From:
To:
Subject:
Date:
Attachments:
Importance:
Betsy Howes-Bean
Joshua Sherwin
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)(5)
Monday, March 16, 2015 11:35:36 AM
image001.png
High
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Michael Waldron
Sent: Wednesday, March 11, 2015 4:07 PM
To: Betsy Howes-Bean
Not Responsive - concerns entirely unrelated applications/matters involving other
Subject: institutions; also (b)(5)
INTERNAL FR
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Cynthia Sutton
Sent: Monday, March 09, 2015 9:46 AM
To: Kathleen O'Day; Claudia Turner; Dona Faircloth; Renae Brinkley; Venus Scott; Betsy Howes-Bean
Cc: Angela Miller; Cynthia Sutton; Ricardo Colon; Mark Torok
Subject: Not Responsive - concerns entirely unrelated applications/matters
involving other institutions; also (b)(5)
INTERNAL FR
(b)(5); In addition., this email pertains to a totally unrelated institution/matter and, therefore, is not
responsive to the FOIA request.
From:
To:
Subject:
Date:
Attachments:
Importance:
Betsy Howes-Bean
Joshua Sherwin
FW: (b)(5)
Monday, March 16, 2015 11:36:09 AM
image003.png
High
-FRSONLY-
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Betsy Howes-Bean
Sent: Tuesday, March 10, 2015 4:20 PM
To: Michael Waldron
Subject: FW: (b)(5)
-FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 10, 2015 at 4:26pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 10, 2015 at
4:26pm (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
McCune, Crystall
Brannon, Lisa
Yee, Rosalie; Davis, George; Caetano, Ruth; Whidbee, Robin
FW: Royal Bank of Canada
Tuesday, March 17, 2015 11:30:08 AM
SC1-#3827623-v1-RBC_Federal_Reserve_Application.PDF
image003.png
Crystall R. McCune
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.2110
Alt Tel: 212.720.8842
Fax: 212.720.1608
This e-mail is sent by a law firm and contains information that may be privileged and
confidential. If you are not the intended recipient, please delete the e-mail and notify us
immediately.
CONFIDENTIAL EXHIBITS
TO THE
APPLICATION
TO THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
RELATING TO THE PROPOSED ACQUISITION OF
CITY NATIONAL CORPORATION
BY
ROYAL BANK OF CANADA
AND
RBC USA HOLDCO CORPORATION
PURSUANT TO SECTIONS 3(a)(1), (2) AND (3) OF THE BANK HOLDING COMPANY
ACT OF 1956, AS AMENDED,
AND REGULATION Y PROMULGATED THEREUNDER
____________________________
March 16, 2015
____________________________
Confidential Exhibits
Tab
Confidential Exhibit 1
City National Corporation Subsidiaries
CONFIDENTIAL EXHIBIT 11
1. NONBANKING SUBSIDIARIES AND CERTAIN MINORITY INTERESTS HELD BY CNC OUTSIDE CNB
a. Subsidiaries
Entity / Address
Description of Activities
Business Bancorp
Capital Trust I
CNC (100%)
CNC (100%)
In preparing the descriptions and analysis set forth herein, the Applicants have relied on certain information provided, and representations made, by CNC.
-1-
SC1:3825664.1
Entity / Address
Description of Activities
(1%)
CNC (100%)
CNC (100%)
SC1:3825664.1
(b)(4)
Entity / Address
Clifford Swan
Investment Counsel LLC
(Clifford Swan)
Principal Office:
200 South Los Robles
Avenue
Pasadena, CA 91101
Mid-Continent Capital,
LLC (Mid-Continent
Capital)
Description of Activities
SC1:3825664.1
(b)(4)
Entity / Address
Principal Office:
150 S. Wacker
Chicago, IL 60606
Convergent Wealth
Advisors, LLC
(Convergent)
Principal office:
12505 Park Potomac
Avenue, Suite 400
Potomac, MD 20854
Description of Activities
SC1:3825664.1
(b)(4)
Entity / Address
Description of Activities
Independence
Investments LLC
CNC >Convergent
Capital Management,
LLC (100%)
(b)(4)
-5SC1:3825664.1
b. Minority Interests
Entity / Address
Description of Activities
Matthews International
Capital Management,
LLC (Matthews)
Principal Office:
Four Embarcadero Center
Suite 550, San Francisco,
CA 94111
SKBA Capital
Management, LLC
(SKBA)
Principal Office:
44 Montgomery Street
San Francisco, CA 94104
-6SC1:3825664.1
(b)(4)
Entity / Address
Description of Activities
EXACTUALS, LLC
Principal Office:
1100 Glendon Avenue
Los Angeles, CA 90024
ASTON/LMCG
Emerging Markets Fund
(b)(4)
d.
Aston/LMCG Emerging Markets Fund is a
registered mutual fund with an independent
board under the Investment Company Act of
1940. LMCG is the sub-adviser for the fund.
-7SC1:3825664.1
(b)(4)
2. SUBSIDIARIES OF CNB
Entity / Address
Description of Activities
CNB (100%)
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
Entity / Address
Description of Activities
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
-9SC1:3825664.1
Entity / Address
Description of Activities
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
12 USC 1843(c)(5);
financial subsidiary under 12 CFR 5.39
CNB (100%)
12 USC 1843(c)(5);
financial subsidiary under 12 CFR 5.39
10022
Symphonic Financial
Advisors LLC
(Symphonic Financial)
570 Lexington Avenue
9th Floor
New York, New York
10022
Symphonic Securities
LLC
570 Lexington Avenue
9th Floor
New York, New York
10022
Symphonic Insurance
LLC
570 Lexington Avenue
9th Floor
New York, New York
10022
CNB Wealth
Management &
Insurance Services Inc.
(b)(4)
-10SC1:3825664.1
Entity / Address
Description of Activities
CNB (100%)
CNB (100%)
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
CNB (100%)
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
-11SC1:3825664.1
(b)(4)
Entity / Address
Description of Activities
CNB RE 1801 Holdings, LLC is a singlepurpose entity which holds title to the property
located at 1801 West Olympic Boulevard, Los
Angeles (the 1801 Property). It receives rent
from the sole tenant (CNB) and makes loan
payments to the property lender. The 1801
Property is CNBs operations center. T (b)(4)
CNB (100%)
12 USC 1843(c)(5);
12 C.F.R. 7.1000 (national bank ownership
of property)
First American
Commercial Bancorp,
Inc. (FACB) and its
wholly owned subsidiary,
First American
Equipment Finance
Canada, Inc.
(FAEFC), and
together with FACB,
First American)
FACB:
12 USC 1843(c)(5);
operating subsidiary under 12 CFR 5.34
FAEFC:
Regulation K subsidiary12 CFR 211.10;
12 CFR 28.4
.
SC1:3825664.1
FAEFC: FACB
(100%)
CNB (100%)
12 USC 1843(c)(5);
community development investments under
Entity / Address
Description of Activities
CNB (100%)
12 USC 1843(c)(5);
community development investments under
12 CFR 24
CNB (26.97%)2
CNB (33.80%)
CNB (28.13%)
CNB (30.77%)
CNB (26.66%)
CNB (35.06%)
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
CNC has represented to the Applicants that the ownership percentage for this investment and the public welfare investments below are as of 12/31/13.
-13SC1:3825664.1
Entity / Address
Description of Activities
Sunamerica Affordable
Housing Partners 73, a
Nevada LP
Sunamerica Affordable
Housing Partners 102, a
Nevada LP
California Affordable
Housing Fund 2005-I,
LLC
CNB (99.90%)
CNB (99.90%)
CNB (37.74%)
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
12 USC 1843(c)(5);
community development investments under
12 CFR 24
-14SC1:3825664.1
Confidential Exhibit 2
Information pertaining to the U.S.
Structure of Royal Bank
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
SC1:3815213.1A
Confidential Exhibit 3
Integration Framework
Integration Framework1
(b)(4)
SC1:3813349.2A
(b)(4)
-2SC1:3813349.2A
(b)(4)
-3SC1:3813349.2A
(b)(4)
-4SC1:3813349.2A
Confidential Exhibit 4
Due Diligence Summary
(b)(4)
-1SC1:3795158.2B
(b)(4)
-2SC1:3795158.2B
(b)(4)
-3SC1:3795158
8.2B
(b)(4)
-4SC1:3795158.2B
(b)(4)
-5SC1:3795158
8.2B
(b)(4)
-6SC1:3795158.2B
(b)(4)
-7SC1:3795158.2B
(b)(4)
-8SC1:3795158.2B
(b)(4)
SC1:3795158.2B
(b)(4)
-10SC1:3795158.2B
Confidential Exhibit 5
Royal Bank of Canada Organizational
Chart
(b)(4)
ROYAL BANK OF CANADA
last updated January 28, 2015
(b)(4)
(b)(4)
RBC LUXEMBOURG
(SUISSE)
HOLDINGS S.A.R.L.
100.000000000
Luxembourg
CORPORATE
SUPPORT
ROYAL BANK OF
CANADA (SUISSE) SA
100.000000000
RBC FINANCE
S. A R.L. / B.V.
100.000000000
Netherlands/Luxembourg
CAPITAL MARKETS
Corporate Support
RBC HOLDINGS
(LUXEMBOURG)
S.A.R.L.
Switzerland
WEALTH
MANAGEMENT
(b)(4)
100.000000000
Luxembourg
WEALTH
MANAGEMENT
Capital Markets
Corporate Support
RBC HOLDINGS
(CHANNEL ISLANDS)
LIMITED
RBC EUROPE
LIMITED
100.000000000
England
CAPITAL MARKETS
Personal and
Commercial Banking
Wealth Management
(b)(4)
(b)(4)
ROYAL BANK OF
CANADA (CHANNEL
ISLANDS) LIMITED
100.000000000
England
WEALTH
MANAGEMENT
(b)(4)
(b)(4)
(b)(4)
BLUEBAY ASSET
MANAGEMENT USA
LLC
100.000000000
Delaware
WEALTH
MANAGEMENT
100.000000000
Jersey
WEALTH
MANAGEMENT
(b)(4)
BLUEBAY ASSET
MANAGEMENT
(SERVICES) LTD
RBC HOLDINGS
(BARBADOS)
LTD.
100.000000000
Barbados
PERSONAL AND
COMMERCIAL
BANKING
Corporate
Support
(b)
(4)
RBC FINANCIAL
(CARIBBEAN)
LIMITED
100.000000000
Trinidad and
Tobago
PERSONAL AND
COMMERCIAL
BANKING
(b)
(4)
(b)(4)
99.950000000
Ontario
(.04% is held by RBC
COVERED BOND GP INC.
and .01% is held by an
unaffiliated corporation)
CORPORATE SUPPORT
Canada
WEALTH
MANAGEMENT
Personal and
Commercial
Banking
Corporate Support
(b)
(4)
(b)(4)
RBC CAPITAL
TRUST
100.000000000
Ontario
CORPORATE
SUPPORT
Personal and
Commercial
Banking
Canada
CORPORATE SUPPORT
Capital Markets
Personal and
Commercial Banking
Wealth Management
(b)
(4)
RBC DIRECT
INVESTING INC.
100.000000000
Canada
PERSONAL AND
COMMERCIAL
BANKING
Corporate Support
(b)
(4)
RBC (BARBADOS)
TRADING BANK
CORPORATION
RBC CAPITAL
MARKETS
(b)(4)
100.000000000
Canada
WEALTH MANAGEMENT
Personal and Commercial
Banking
Corporate Support
(b)
(4)
RBC ALTERNATIVE
ASSET
MANAGEMENT
INC.
100.000000000
Barbados
CAPITAL MARKETS
Corporate Support
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
INVESTMENT
HOLDINGS (CAYMAN)
LIMITED
Luxembourg
(0.00066666666667%
held by RBC CAPITAL
MARKETS ARBITRAGE,
LLC)
CAPITAL MARKETS
Corporate Support
100.000000000
Cayman Islands
CORPORATE SUPPORT
(b)
(4)
100.000000000
Canada
PERSONAL AND
COMMERCIAL
BANKING
Corporate Support
100.000000000
Canada
INVESTOR AND
TREASURY
SERVICES
(b)(4)
(b)(4)
RB CM MEMBER
CORP.
100.000000000
Delaware
CAPITAL MARKETS
Wealth Management
100.000000000
Delaware
WEALTH MANAGEMENT
Corporate Support
(b)
(4)
RBC INVESTOR
SERVICES TRUST
CAPITAL FUNDING
ALBERTA LIMITED
RBC INVESTOR
SERVICES BANK S.A.
100.000000000
Luxembourg
INVESTOR AND
TREASURY SERVICES
(b)(4)
(b)(4)
100.000000000
Canada
WEALTH
MANAGEMENT
Capital Markets
Personal and
Commercial Banking
Corporate Support
R.B.C. HOLDINGS
(BAHAMAS) LIMITED
100.000000000
Canada
WEALTH
MANAGEMENT
Personal and
Commercial Banking
Corporate Support
(b)(4)
RBC-TWIN OAKS,
LLC
RBC-LILAC PLAZA,
LLC
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
AHC CAPITAL
CORPORATION
100.000000000
Massachusetts
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC INSURANCE
COMPANY OF CANADA
100.000000000
Canada
INSURANCE
Corporate Support
APOLLO HOUSING
I, LLC
APOLLO HOUSING
III, LLC
1.000000000
Massachusetts
(99% held by RBC
TAX CREDIT EQUITY,
LLC)
CAPITAL MARKETS
Corporate Support
1.000000000
Massachusetts
(99% held by RBC
TAX CREDIT
EQUITY, LLC)
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
99.000000000
Massachusetts
(1% held by APOLLO
HOUSING MANAGER,
INC.)
CAPITAL MARKETS
Corporate Support
(b)(4)
(b)(4)
APOLLO AMERICAN
TAX CREDIT FUND1998 LIMITED
PARTNERSHIP
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
ROYAL BANK OF
CANADA
INSURANCE
COMPANY LTD.
100.000000000
CANADIAN
SECURITIZED
HOLDINGS AUTO
RECEIVABLES
PARTNERSHIP
RBC-MAPLE PARK 1,
L.P.
99.990000000
Delaware
CAPITAL MARKETS
RBC CAPITAL
PARTNERS
LIMITED
100.000000000
Canada
CAPITAL
MARKETS
Canada
CAPITAL MARKETS
Personal and
Commercial Banking
Wealth Management
Corporate Support
.010000000
Delaware
(b)
(4)
(b)(4)
2001 RBCP U.S. GP
LIMITED
(b)(4)
(b)
(b)(4)
99.000000000
Massachusetts
(1% held by APOLLO
HOUSING MANAGER,
INC.)
CAPITAL MARKETS
Corporate Support
RBC DOMINION
SECURITIES
LIMITED
100.000000000
Canada
CAPITAL MARKETS
RBC DOMINION
SECURITIES INC.
100.000000000
CANADIAN
SECURITIZED
HOLDINGS AUTO
RECEIVABLES
PARTNERSHIP
RBC ALTERNATIVE
ASSETS, INC.
99.990000000
Delaware
PERSONAL AND
COMMERCIAL
BANKING
(b)(4)
APOLLO CAPITAL
DEVELOPMENT, LLC
APOLLO HOUSING
III, LLC
99.000000000
Delaware
(1% held by RBC TAX
CREDIT MANAGER
III, INC.)
CAPITAL MARKETS
Corporate Support
99.000000000
Massachusetts
(1% held by APOLLO
HOUSING MANAGER,
INC.)
CAPITAL MARKETS
Corporate Support
RBC-MAPLEWOOD,
LLC
RBC-OAKLAND, LLC
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
RBC - VANTAGE
POINT, LLC
100.000000000
Delaware
CAPITAL MARKETS
99.000000000
Delaware
CAPITAL MARKETS
APOLLO CALIFORNIA
TAX CREDIT FUNDXXIII LIMITED
PARTNERSHIP
APOLLO CALIFORNIA
TAX CREDIT FUNDXXXIII LIMITED
PARTNERSHIP
99.000000000
Delaware
(1% held by RBC TAX
CREDIT MANAGER II,
INC.)
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-GRACE
TOWNHOMES, LLC
100.000000000
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-WALLA WALLA,
LLC
NATIONWIDE
AFFORDABLE
HOUSING FUND 31APOLLO TAX CREDIT
FUND-53, L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND 32APOLLO TAX CREDIT
FUND-55, L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND 34APOLLO TAX CREDIT
FUND-60, L.L.C.
10.000000000
Delaware
CAPITAL MARKETS
Corporate Support
10.000000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND XXIII
-APOLLO TAX CREDIT
FUND XLV L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND XXVAPOLLO TAX CREDIT
FUND-XLVII L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND XXVIAPOLLO TAX CREDIT
FUND-XLVIII L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND
XXVIII-APOLLO TAX
CREDIT FUND-L L.L.C.
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND IXAPOLLO TAX CREDIT
FUND-XXXI LIMITED
PARTNERSHIP
.010000000
NATIONWIDE
AFFORDABLE
HOUSING FUND VIIAPOLLO TAX CREDIT
FUND-XXVI LIMITED
PARTNERSHIP
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND XVAPOLLO TAX CREDIT
FUND XXXIV LIMITED
PARTNERSHIP
.010000000
RBC-LUZERNE, LLC
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND VIIIAPOLLO TAX CREDIT
FUND-XXVIII
LIMITED
PARTNERSHIP
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
APOLLO HOUSING V,
LLC
1.000000000
Delaware
(99% held by RBC
TAX CREDIT EQUITY,
LLC)
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND XIXAPOLLO TAX CREDIT
FUND-XXXIX L.L.C.
NATIONWIDE
AFFORDABLE
HOUSING FUND XXIAPOLLO TAX CREDIT
FUND-XLII L.L.C.
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
Barbados
INSURANCE
(b)(4)
(b)(4)
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
99.990000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE AFFORDABLE
HOUSING FUND 50 - RBC
TAX CREDIT FUND-81, LLC
.010000000
Delaware
CAPITAL MARKETS
(.01 general partner
interest held by RBC TAX
CREDIT IV, LLC)
NATIONWIDE
AFFORDABLE
HOUSING FUND 52 RBC TAX CREDIT
FUND-88, LLC
.010000000
Delaware
CAPITAL MARKETS
(b)(4)
100.000000000
Delaware
CAPITAL MARKETS
APOLLO CORPORATE
TAX CREDIT FUND1997 LIMITED
PARTNERSHIP
(b)(4)
RBC-CAROLINE W,
LLC
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Canada
INSURANCE
Corporate Support
100.000000000
Canada
INSURANCE
Corporate Support
99.999999150
Cayman Islands
(0.00000084983556%
held by ROYAL BANK
OF CANADA)
CORPORATE SUPPORT
RBC-EHA SCATTERED
SITE, LLC
SECURITIZED
HOLDINGS
INTERNATIONAL
LOAN
PARTNERSHIP
.010000000
Delaware
99.990000000
Delaware
PERSONAL AND
COMMERCIAL
BANKING
APOLLO HOUSING
MANAGER, INC.
1.000000000
Massachusetts
(99% held by RBC
TAX CREDIT
EQUITY, LLC)
CAPITAL MARKETS
Corporate Support
RBC-VILLA VASONA,
LLC
RBC GENERAL
INSURANCE COMPANY
RBC CARIBBEAN
INVESTMENTS
LIMITED
98.999505002
SECURITIZED
HOLDINGS
INTERNATIONAL
LOAN
PARTNERSHIP
(b)
(4)
100.000000000
Minnesota
WEALTH
MANAGEMENT
Capital Markets
(b)(4)
RBC PLAN
HOLDINGS
(USA) INC.
100.000000000
(b)
(4)
(b)(4)
Delaware
INSURANCE
(b)(4)
RBC ALTERNATIVE
ASSETS, L.P.
100.000000000
Delaware
CAPITAL MARKETS
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
100.000000000
Canada
INSURANCE
(b)(4)
United States
PERSONAL AND
COMMERCIAL
BANKING
Corporate Support
RBC INSURANCE
HOLDINGS INC.
99.893730074
Bahamas
(0.10626992561105%
held by INVESTMENT
HOLDINGS (CAYMAN)
LIMITED)
CORPORATE SUPPORT
RB U.S. CREDIT
SERVICES INC.
100.000000000
Delaware
CAPITAL MARKETS
(b)(4)
(b)(4)
Vermont
CORPORATE SUPPORT
100.000000000
Barbados
CORPORATE
SUPPORT
Personal and
Commercial Banking
Delaware
CAPITAL MARKETS
ROYAL BANK
MORTGAGE
CORPORATION
Canada
WEALTH MANAGEMENT
Investor and Treasury
Services
Personal and Commercial
Banking
Corporate Support
(b)(4)
ROYAL MUTUAL
FUNDS INC.
100.000000000
Canada
PERSONAL AND
COMMERCIAL
BANKING
RBC (BARBADOS)
FUNDING LTD.
RB CM PREF HOLDCO
CORP.
100.000000000
100.000000000
Guernsey
WEALTH MANAGEMENT
Capital Markets
Corporate Support
.010000000
Delaware
(99.99% held by RBC
TAX CREDIT
MANAGER II, INC.)
CAPITAL MARKETS
NATIONWIDE
AFFORDABLE
HOUSING FUND 46 RBC TAX CREDIT
FUND-77
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND 48 RBC TAX CREDIT
FUND-79, LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE HOUSING
FUND VI-APOLLO TAX
CREDIT FUND-XXVII
LIMITED
PARTNERSHIP
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-GOLDEN HILLS,
LLC
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corpiorate Support
Delaware
CAPITAL MARKETS
Corporate Support
RBC-MAPLE PARK 1,
L.P.
.010000000
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND 49RBC TAX CREDIT
EQUITY FUND-80, LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
NATIONWIDE
AFFORDABLE
HOUSING FUND 53 RBC TAX CREDIT
FUND-90, LLC
.010000000
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
.010000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
NATIONWIDE
AFFORDABLE
HOUSING FUND VAPOLLO TAX CREDIT
FUND-XXI LIMITED
PARTNERSHIP
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC APOLLO
NATIONAL FUND-9,
L.P.
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-BAKERVIEWGRANDVIEW, LLC
100.000000000
Delaware
CAPITAL MARKETS
NIA-APOLLO
HOUSING CAPITAL,
L.L.C.
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-GREEN RIVER,
LLC
100.000000000
Delaware
CAPITAL MARKETS
.010000000
Massachusetts
CAPITAL MARKETS
Corporate Support
APOLLO HOUSING V,
LLC
99.000000000
Delaware
(1% held by RBC TAX
CREDIT MANAGER II,
INC.)
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB
10, LLC
99.990000000
Delaware
CAPITAL MARKETS
RBC COMMUNITY
DEVELOPMENT SUB 9,
LLC
99.990000000
Delaware
CAPITAL MARKETS
APOLLO HOUSING
CAPITAL RAINIER I,
L.L.C.
APOLLO HOUSING
CAPITAL RAINIER II,
L.L.C.
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 8,
LLC
99.990000000
Delaware
CAPITAL MARKETS
RBC COMMUNITY
DEVELOPMENT SUB 5,
LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 6,
LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT, LLC
.010000000
Delaware
(99.99% held by
APOLLO CAPITAL
DEVELOPMENT, LLC.)
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 2,
LLC
.010000000
Delaware
(99.9% held byAPOLLO
CAPITAL DEVELOPMENT
LIMITED)
CAPITAL MARKETS
RBC COMMUNITY
DEVELOPMENT SUB 7,
LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB
11, LLC
99.900000000
Delaware
CAPITAL MARKETS
Delaware
CAPITAL MARKETS
Corporate Support
RBC TAX CREDIT
EQUITY NATIONAL
FUND-17, L.P.
RBC-HERITAGE AT
JOHNS CREEK WALK,
LLC
NATIONWIDE AFFORDABLE
HOUSING FUND III-APOLLO
TAX CREDIT FUND-XV
LIMITED PARTNERSHIP
RBC-COPPER RIDGE,
LLC
RBC-KLINGMAN
LOFTS I, LLC
RBC-KLINGMAN
LOFTS II, LLC
RBC-INTERURBAN,
LLC
RBC-CENTURY LOFTS
I, LLC
RBC-CENTURY LOFTS
II, LLC
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
.990000000
Delaware
CAPITAL MARKETS
(.01% GP interest held
by RBC TAX CREDIT
IV, LLC)
RBC COMMUNITY
DEVELOPMENT SUB
12, LLC
99.900000000
Delaware
CAPITAL MARKETS
APOLLO CAPITAL
DEVELOPMENT, LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
APOLLO CALIFORNIA
TAX CREDIT FUNDXXII LIMITED
PARTNERSHIP
.010000000
Delaware
CAPITAL MARKETS
NATIONWIDE
AFFORDABLE HOUSING
FUND 36-APOLLO TAX
CREDIT FUND-62, L.L.C.
NATIONWIDE
AFFORDABLE HOUSING
FUND 42 - RBC TAX
CREDIT FUND-69, LLC
.010000000
Delaware
CAPITAL MARKETS
Corporate Su[pport
.010000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-APPLEWAY
COURT II, LLC
100.000000000
Delaware
CAPITAL MARKETS
RBC-PIONEER PARK
PLACE, LLC
100.000000000
RBC-HARMONY
GREENE, LLC
100.000000000
Delaware
CAPITAL MARKETS
RBC regards the information contained in this material to be confidential. We are providing this information to you solely for the purpose of your
review and it may not be disclosed to any other party as disclosure could, among other things, be prejudicial to our competitive position or interfere
with contractual negotiations or relations. If you intend to disclose or give access to this information, or any part of it, you must obtain written
consent of RBCs Subsidiary Governance Office prior to disclosure. Please send an email to GEMSAdmin@rbc.com to request such consent.
RBC-BROOKLEIGH,
LLC
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
EGIS-APOLLO
HOUSING CAPITAL,
L.L.C.
APOLLO HOUSING
CAPITAL
CAMBRIDGE, L.L.C.
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
LILAC-RBC TAX
CREDIT EQUITY, LLC
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
RBC-SOUTHTOWN,
LLC
Delaware
CAPITAL MARKETS
100.000000000
Delaware
CAPITAL MARKETS
RBC-CLOUGH FARM I,
LLC
RBC-EDGEWOOD II,
LLC
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
APOLLO HOUSING
CAPITAL NEW
HAVEN, L.L.C.
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
SALISHAN SIX
MIDDLE TIER FUND,
LLC
RBC SALISHAN VI
LLC
54.340000000
Delaware
CAPITAL MARKETS
Corporate Support
100.000000000
Delaware
CAPITAL MARKETS
Corporate Support
Delaware
CAPITAL MARKETS
1.000000000
Delaware
(99% held by RBC
TAX CREDIT EQUITY,
LLC)
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 1,
LLC
RBC COMMUNITY
DEVELOPMENT SUB 3,
LLC
99.990000000
99.990000000
Delaware
(.01% held by RBC
COMMUNITY
DEVELOPMENT, LLC)
CAPITAL MARKETS
Corporate Support
Delaware
(.01% held by RBC
COMMUNITY
DEVELOPMENT, LLC)
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT, LLC
99.990000000
Delaware
(.01% held by RBC
TAX CREDIT
MANAGER III, INC.)
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 2,
LLC
RBC COMMUNITY
DEVELOPMENT SUB 4,
LLC
99.990000000
Delaware
(.01% held by RBC
COMMUNITY
DEVELOPMENT, LLC)
CAPITAL MARKETS
Corporate Support
99.990000000
Delaware
(.01% held by RBC
COMMUNITY
DEVELOPMENT, LLC)
CAPITAL MARKETS
Corporate Support
RBC COMMUNITY
DEVELOPMENT SUB 2,
LLC
.010000000
Delaware
(99.9% held byAPOLLO
CAPITAL DEVELOPMENT
LIMITED)
CAPITAL MARKETS
(b)(4)
Confidential Exhibit 6
RBC USA Holdco Corporation
Organizational Charts
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)
(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
Confidential Exhibit 7
City National Corporation Organizational
Chart
City National
Rochdale, LLC
(DE) --100%
Symphonic Financial
Advisors LLC
(DE) --100%
Datafaction, Inc.
(DE)
100%
CNB RE
1801 Holdings, LLC
(DE) -- 100%
(b)(4)
190218
Confidential Exhibit 8
Pro Forma Financial and Related
Information
SC1:3822176.1C
RBCProFormaHistoricalIncomeStatement
RBC(1)
CNC(2)
(CAD,Millions)
2014
2014
Combined
Purchase
IFRSUSGAAP
Other
Combined
Adjustment(3) Differences(4) Adjustments(5) ProForma(6)
2014
2014
2014
2014
2014
IncomeStatement
NetInterestIncome
NonInterestIncome
TotalRevenue
PCL
NIE
Insurancebenefits,claims,andacquisitionexp
NIBT
IncomeTax
NetIncome
PreferredSharedividends
NetincomeattributabletoNoncontrollinginterest
NetIncomeavailabletocommonshareholders
14,116
938
15,054
19,992
450
20,442
34,108
1,388
35,496
(1,164)
4
(1,160)
(17,661)
(980)
(18,641)
(3,573)
0
(3,573)
11,709
413
12,123
(2,705)
(130)
(2,836)
9,004
283
9,287
(213)
(18)
(231)
(94)
(3)
(97)
8,697 262 8,959
(b)(4)
Notes:
(1)RBC'sfinancialinformationisasatandfortheyearendedOctober31,2014
(2)CNC'sfinancialinformationisatandfortheyearendedDecember31,2014.InformationforCNCisconvertedfromUSDtoCADbasedonanaverageexchangeratefor2014of1.09CAD/USD.
(b)(4)
(6)AssumedclosingdateoftheMergerofNovember1,2013
RBCProFormaHistoricalBalanceSheet
RBC(1)
CNC(2)
(CAD,Millions)
2014
2014
Combined
Purchase
IFRSUSGAAP
Adjustment(3) Differences(4)
2014
2014
2014
Combined
ProForma(5)
2014
BalanceSheet
Cash/CashEquivalent
Securities
NetLoans
Otherassets
Goodwill/Intangibles
TotalAssets
Deposits
OtherLiabilities/Funding
Totalliabilities
MinorityInterest/PreferredShares
CommonEquity
TotalLiabilities/Equity
25,820
199,148
435,229
268,931
11,422
940,550
530
11,233
23,816
1,474
778
37,831
26,350
210,381
459,045
270,405
12,200
978,381
614,100
271,947
886,047
32,611
1,792
34,402
646,711
273,739
920,449
5,888
48,615
357
3,072
6,245
51,687
940,550
37,831
978,381
(b)(4)
Notes:
(1)RBC'sfinancialinformationisasatandfortheyearendedOctober31,2014andisconvertedfromUSDtoCAD,whereappropriate,usinganOctober31,2014exchangerateof1.13CAD/USD
(2)CNC'sfinancialinformationisasatandfortheyearendedDecember31,2014andisconvertedfromUSDtoCADusingaDecember31,2014exchangerateof1.16CAD/USD
(b)(4)
(5)AssumedclosingdateoftheMergerofOctober31,2014
SC1:3822176.1C
RBCIncomeStatementProFormaProjections
(CAD,Millions)
ForeachyearendOctober31,
IncomeStatement
RBC
Historical
2013
2014
RBC
Projections
2015
RBC
CombinedwithCNC
2016
2017
(b)(4)
NetInterestIncome
NonInterestIncome
TotalRevenue
PCL
NIE
Insurancebenefits,claims,andacquisitionexp
NIBT
IncomeTax
BusinessNIAT
IncrementalOngoingNIEandCapitalTax
FVmarkamortization
BusinessNIAT(adjusted)
Deal/IntegrationCosts/Legal
Intangiblesamortization
NetIncome
PreferredSharedividends
NetincomeattributabletoNoncontrollinginterest
NetIncomeavailabletocommonshareholders
13,249
17,433
30,682
(1,237)
(16,214)
(2,784)
10,447
(2,105)
8,342
8,342
8,342
(253)
(98)
7,991
14,116
19,992
34,108
(1,164)
(17,661)
(3,573)
11,709
(2,705)
9,004
9,004
9,004
(213)
(94)
8,697
Notes:
ProjectionsarebasedonJan31,2015exchangerateof1.27CAD/USD
AssumedclosingdateoftheMergerofNovember1,2015
(b)(4)
CNCPreferredStockwillbereplacedbyRBCPreferredStock.
(b)(4)
RBCBalanceSheetProFormaProjections
(CAD,Millions)
ForeachyearendOctober31,
BalanceSheet
RBC
Historical
2013
RBC
CombinedwithCNC
2016
2017
RBC
Projections
2014
Cash/cashEquivalent
Securities
NetLoans
OtherAssets
Goodwill/Intangibles
TotalAssets
24,589
182,710
408,850
232,487
11,109
859,745
25,820
199,148
435,229
268,931
11,422
940,550
Deposits
OtherLiabilities/Funding
Totalliabilities
563,079
247,206
810,285
614,100
271,947
886,047
MinorityInterest/PreferredShares
CommonEquity
6,395
43,065
5,888
48,615
TotalLiabilities/Equity
859,745
940,550
2015
Notes:
ProjectionsarebasedonJan31,2015exchangerateof1.27CAD/USDandareadjustedtoreflectRBC's2015firstquarterresults
AssumedclosingdateoftheMergerofNovember1,2015
(b)(4)
SeethefollowingpageforaproformaprojectedbalancesheetofCityNational,presentedasalegalentity
(b)(4)
RBCCapitalProFormaProjections
ALLINBASIS
ForeachyearendOctober31,
RBC
Historical
2013
2014
RBC
Projections
2015
CommonEquityTier1capital(CET1):
(b)(4)
Directlyissuedqualifyingcommonsharecapital
14,607
14,684
31,442
Retainedearnings
28,124
Accumulatedothercomprehensiveincome(andotherreserves)
1,207
2,418
Commonsharecapitalissuedbysubsidiariesandheldbythirdparties
11
12
CommonEquityTier1capitalbeforeregulatoryadjustments
43,949
48,556
TotalregulatoryadjustmentstoCommonEquityTier1
(13,408) (12,150)
CommonEquityTier1capital(CET1)
30,541
36,406
AdditionalTier1Capital(AT1)
6,655
5,796
Tier1capital(T1=CET1+AT1)
37,196
42,202
Tier2capital(T2)
7,520
7,818
Totalcapital(TC=T1+T2)
44,716
50,020
CommonEquityTier1(CET1)CapitalRWA
318,981 368,594
Tier1CapitalRWA
318,981 369,976
TotalCapitalRWA
LeverageRatioExposure
318,891 372,050
n.a
n.a
Capitalratios:
CET1Ratio
Tier1Ratio
TotalCapitalRatio
LeverageRatio
RBC
CombinedwithCNC
2016
2017
9.6%
11.7%
14.0%
n.a
9.9%
11.4%
13.4%
n.a
Notes:
RBCreportsunderBaselIIIasdefinedbyOSFI.CNC'sRWAwasmeasuredusingBaselIIIstandardizedforpurposesofconsolidationintoRBC.
AssumedclosingdatefortheMergerofNovember1,2015
UnderOSFIguidelines,RBCwasnotobligatedtocalculatefigureswhere"n.a."isshown
(b)(4)
Terms used but not defined herein have the same meaning as in the Preliminary
Statement to the Application.
Currently, Royal Bank uses the Standardized approach for calculating operational risk for
regulatory capital purposes.
OSFI has implemented the Basel capital framework with a clearly articulated approach
aimed at being conservative where warranted with a focus on choices and approaches to
implementation that best reflect the context and risks of banks in Canada. Given the
strength of the Canadian system, OSFI chose to apply an all-in approach that adopted
the 2019 levels of capital in 2013.
SC1:3819689.2A
Leverage Ratio
Canada has adopted in its entirety the BCBS Basel III Leverage Ratio Framework
and Disclosure Requirements dated January 2014. OSFI requires all Canadian Banks to
maintain a minimum leverage ratio of 3%. Royal Banks leverage ratio at the first
quarter of 2015 was 3.8%. Royal Banks disclosure templates follow those required by
BCBS and are similar to the U.S. format. While the U.S. has adopted the BCBS Basel III
Leverage Ratio Framework, there are differences in the application of these rules
between Canada and the United States. Key differences in the Canadian Leverage Ratio
and the U.S. Leverage Ratio are as follows:
Numerator: Capital Measure
BCBS currently only requires the use of the Basel III Transitional Tier 1
Capital until 2018; however, OSFI requires Canadian Banks to use the Basel III Allin Tier 1 Capital as the capital measure for the leverage ratio immediately.
Royal Banks All-in Tier 1 Capital reflects all required Basel III
regulatory deductions in full, and not in the yearly phased-in approach allowed under
the determination of the Transitional Tier 1 Capital.
The U.S. leverage capital measure reflects the Basel III Transitional Tier 1
Capital, and thus Canadian Tier 1 Capital is proportionately lower.
Denominator: Exposure Measure
Measurement basis Canadian banks are required to calculate the total
leverage exposure based on spot balances (balance as at that date). The U.S. requires
institutions to calculate total leverage exposure using daily averages for on-balance
sheet items and the average of three month-end calculations for off-balance sheet
items.
Accounting differences - the main accounting differences identified,
which result in leverage exposure figures being higher than those calculated under
U.S. GAAP, are in relation to securitization of Royal Banks assets. Specifically,
o Residential mortgages that Royal Bank securitizes and sells to a
government administered National Housing Act MBS do not pass required
risk transference rules under IFRS and, as such, are retained on Royal Banks
balance sheet as mortgages. This in turn results in Royal Banks balance sheet
assets for leverage purposes reflecting these assets that are in fact securitized.
2
SC1:3819689.2A
Other:
3
SC1:3819689.2A
RBC USA Holdco 2013 and 2014 Balance Sheet and Income Statement
SC1:3822176.1C
Trading assets
Premises and fixed assets
Other real estate owned
Investments in unconsolidated subs & assoc companies
Direct and indirect investments in real estates ventures
Intangible assets:
a. Goodwill
b. Other intangible assets
11. Other assets
12. Total assets
LIABILITIES:
13. Deposits:
a. In domestic offices
(1) Noninterest-bearing balances and currency and coin
(2) Interest-bearing balances:
b. In foreign offices
(1) Noninterest-bearing balances and currency and coin
(2) Interest-bearing balances:
14. Federal funds purchased & repo:
a. Federal funds purchased in domestic offices
b. Securities sold under agreements to repurchase
15. Trading liabilities
16. Other borrowed money
19. a. Subordinated notes and debentures
b. Subordinated notes payable to unsolidated trust
20. Other liabilities
21. Total liabilities
EQUITY CAPITAL:
23. Perpetual preferred stock and related surplus
24. Common stock (par value)
25. Surplus
26. a. Retained earnings
b. Accumulated other comprehensive income
c. Other equity capital components
27. a. Total holding company equity capital
b. Noncontrolling (minority) interests in consolidated subs
25. Total equity capital
26. Total liabilities and equity capital
BHCK.0081
(b)(4)
Holdco
Consolidated
(b)(4)
BHCK.0395
BHCK.0397
BHCK.1754
BHCK.1773
BHCK.B987
BHCK.B989
BHCK.5369
BHCK.B528
BHCK.3123
BHCK.B529
BHCK.3545
BHCK.2145
BHCK.2150
BHCK.2130
BHCK.3656
BHCK.3163
BHCK.0426
BHCK.2160
BHCK.2170
87,949,798
(b)(4)
BHCK.6631.a
BHCK.6636.a
BHCK.6631.b
BHCK.6636.b
BHCK.B993
BHCK.B995
BHCK.3548
BHCK.3190
BHCK.4062
BHCK.C699
BHCK.2750
BHCK.2948
BHCK.3283
BHCK.3230
BHCK.3240
BHCK.3247
BHCK.B530
BHCK.A130
BHCK.3210
BHCK.3000
BHCK.G105
BHCK.3300
87,949,798
BHCK.4435
BHCK.4436
BHCK.F821
BHCK.4059
BHCK.4065
BHCK.4115
BHCK.B488
BHCK.B489
BHCK.4060
BHCK.4069
BHCK.4020
BHCK.4518
BHCK.4107
BHCK.A517
BHCK.A518
BHCK.6761
BHCK.4172
BHCK.4180
BHCK.4185
d.
BHCK.4397
e.
f.
BHCK.4398
BHCK.4073
BHCK.4074
BHCK.4230
5. NonInterest income:
a. Income from fiduciary activities
b. Service charges on deposit accounts in domestic office
c. Trading revenue
d. (1)
Fees & commissions from securities brokerage
(2)
Investment banking fees
(3)
Fees & commissions from annuity sales
(4)
Underwriting income from insurance and reinsurance
(5)
Income from other insurance activities
e. Venture capital revenue
f. Net servicing fees
BHCK.4070
BHCK.4483
BHCK.A220
BHCK.C886
BHCK.C888
BHCK.C887
BHCK.C386
BHCK.C387
BHCK.B491
BHCK.B492
g.
h.
i.
j.
k.
l.
m.
6. a.
b.
BHCK.B493
BHCK.8560
BHCK.8561
BHCK.B496
BHCK.B497
BHCK.4079
BHCK.3521
BHCK.3196
7. Noninterest expense:
a.
b.
c.
8.
9.
10.
11.
12.
13.
14.
BHCK.4135
BHCK.4217
BHCK.C216
BHCK.C232
BHCK.4092
BHCK.4093
BHCK.4301
BHCK.4302
BHCK.4300
BHCK.4320
BHCK.G104
BHCK.G103
BHCK.4340
Holdco
Consolidated
(b)(4)
Trading assets
Premises and fixed assets
Other real estate owned
Investments in unconsolidated subs & assoc companies
Direct and indirect investments in real estates ventures
Intangible assets:
a. Goodwill
b. Other intangible assets
11. Other assets
12. Total assets
LIABILITIES:
13. Deposits:
a. In domestic offices
(1) Noninterest-bearing balances and currency and coin
(2) Interest-bearing balances:
b. In foreign offices
(1) Noninterest-bearing balances and currency and coin
(2) Interest-bearing balances:
14. Federal funds purchased & repo:
a. Federal funds purchased in domestic offices
b. Securities sold under agreements to repurchase
15. Trading liabilities
16. Other borrowed money
19. a. Subordinated notes and debentures
b. Subordinated notes payable to unsolidated trust
20. Other liabilities
21. Total liabilities
EQUITY CAPITAL:
23. Perpetual preferred stock and related surplus
24. Common stock (par value)
25. Surplus
26. a. Retained earnings
b. Accumulated other comprehensive income
c. Other equity capital components
27. a. Total holding company equity capital
b. Noncontrolling (minority) interests in consolidated subs
25. Total equity capital
26. Total liabilities and equity capital
BHCK.0081
BHCK.0395
BHCK.0397
BHCK.1754
BHCK.1773
BHCK.B987
BHCK.B989
BHCK.5369
BHCK.B528
BHCK.3123
BHCK.B529
BHCK.3545
BHCK.2145
BHCK.2150
BHCK.2130
BHCK.3656
BHCK.3163
BHCK.0426
BHCK.2160
BHCK.2170
BHCK.6631.a
BHCK.6636.a
BHCK.6631.b
BHCK.6636.b
BHCK.B993
BHCK.B995
BHCK.3548
BHCK.3190
BHCK.4062
BHCK.C699
BHCK.2750
BHCK.2948
BHCK.3283
BHCK.3230
BHCK.3240
BHCK.3247
BHCK.B530
BHCK.A130
BHCK.3210
BHCK.3000
BHCK.G105
BHCK.3300
Holdco
Consolidated
(b)(4)
BHCK.4435
BHCK.4436
BHCK.F821
BHCK.4059
BHCK.4065
BHCK.4115
BHCK.B488
BHCK.B489
BHCK.4060
BHCK.4069
BHCK.4020
BHCK.4518
BHCK.4107
BHCK.A517
BHCK.A518
BHCK.6761
BHCK.4172
BHCK.4180
BHCK.4185
d.
BHCK.4397
e.
f.
BHCK.4398
BHCK.4073
BHCK.4074
BHCK.4230
5. NonInterest income:
a. Income from fiduciary activities
b. Service charges on deposit accounts in domestic office
c. Trading revenue
d. (1)
Fees & commissions from securities brokerage
(2)
Investment banking fees
(3)
Fees & commissions from annuity sales
(4)
Underwriting income from insurance and reinsurance
(5)
Income from other insurance activities
e. Venture capital revenue
f. Net servicing fees
BHCK.4070
BHCK.4483
BHCK.A220
BHCK.C886
BHCK.C888
BHCK.C887
BHCK.C386
BHCK.C387
BHCK.B491
BHCK.B492
g.
h.
i.
j.
k.
l.
m.
6. a.
b.
BHCK.B493
BHCK.8560
BHCK.8561
BHCK.B496
BHCK.B497
BHCK.4079
BHCK.3521
BHCK.3196
7. Noninterest expense:
a.
b.
c.
8.
9.
10.
11.
12.
13.
14.
BHCK.4135
BHCK.4217
BHCK.C216
BHCK.C232
BHCK.4092
BHCK.4093
BHCK.4301
BHCK.4302
BHCK.4300
BHCK.4320
BHCK.G104
BHCK.G103
BHCK.4340
Holdco
Consolidated
(b)(4)
SC1:3822176.1C
CNC
Combined
Pro Forma
2014
2014
2014
(b)(4)
CNC Preferred Stock will be cancelled and replaced with New Preferred Shares issued at the Royal Bank level
(b)(4)
CNC 5.250% Senior Notes due September 2020 will remain outstanding
(b)(4)
(b)(4)
(b)(4)
693,837
(b)(4)
31,244
1,883
173,880
262
6,340
907,446
8,271
1
20,248
20,689
49,209
858,237
(4,038)
171,642
48,822
9,722
14,172
77,498
426
(105)
448
9,674
(2,433)
74,419
404,285
7,293
562,075
91,054
5,791
237,136
896,056
377,797
119,208
258,589
258,589
2,770
255,819
CNC
Combined
2014
2014
2014
Purchase
Adjustment
Combined
Pro Forma
2014
ASSETS
1. Cash and balances due from depository institutions:
(b)(4)
456,451
(b)(4)
(b)(4)
336,470
119,981
119,981
9,310,014
3,427,031
5,882,983
200,000
200,000
20,529,428
20,848,185
318,757
20,529,428
173,188
207,700
23,496
155
670,875
a. Goodwill
635,868
35,007
1,039,056
87,949,798
LIABILITIES
13. Deposits:
a. In domestic offices (from Schedule HC-E):
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices
15.
16.
19.
20.
21.
Notes:
Assumptions:
-
(b)(4)
CNC Preferred Stock will be cancelled and replaced with New Preferred Shares issued at the Royal Bank level
(b)(4)
CNC 5.250% Senior Notes due September 2020 will remain outstanding
(b)(4)
(b)(4)
120,560,161
(b)(4)
28,110,190
(b)(4)
28,110,190
3,089,905
25,020,285
320,000
320,000
EQUITY CAPITAL
Holding Company Equity Capital
23. Perpetual preferred stock and related surplus
24. Common stock (par value)
25. Surplus (exclude all surplus related to preferred stock)
26. a. Retained earnings
b. Accumulated other comprehensive income
c. Other equity capital components
27. a. Total bank holding company equity Capital (sum of items 23 through 26.c)
b. Noncontrolling (minority) interests in consolidated subsidiaries
28. Total equity capital (sum of items 27.a and 27.b)
29. Total liabilities and equity capital (sum of items 21 and 28)
32,610,363
411,312
224,994
5,155
582,880
29,654,531
267,616
55,162
578,046
2,084,361
(7,074)
(22,279)
2,955,832
2,955,832
87,949,798
32,610,363
120,560,161
(b)(4)
SC1:3822176.1C
2014
2016
2017
(b)(4)
CNC Preferred Stock will be cancelled and replaced with New Preferred Shares issued at the Royal Bank level
(b)(4)
CNC 5.250% Senior Notes due September 2020 will remain outstanding
(b)(4)
(b)(4)
(b)(4)
(b)(4)
CityNationalStandaloneCondensedIncomeStatementProFormaProjections(1)
(USD,Millions)
ForeachyearendDecember31,
IncomeStatement
2016
2017
(b)(4)
NetInterestIncome(2)
NonInterestIncome
TotalRevenue
PCL
NIE(3)
NIBT
IncomeTax
BusinessNIAT
IncrementalOngoingNIEandCapitalTax
FVmarkamortization
BusinessNIAT(adjusted)
Deal/IntegrationCosts/Legal
Intangiblesamortization
NetIncome
(1)FinancialspresenttheprojectedresultsofoperationscontributionofCityNationaltoRBCforthefirsttwofullcalendaryearsfollowingtheassumedclosingdateoftheMerger;
howeverCNCwillbemergedwithandintoRBCUSAHoldcopursuanttotheMerger
(b)(4)
(2)
(b)(4)
(3)
RBC USA
Holdco
2013
2014
2015
2016
2017
ASSETS
1. Cash and balances due from depository institutions:
(b)(4)
(b)(4)
(b)(4)
87,949,798
LIABILITIES
13. Deposits:
a. In domestic offices (from Schedule HC-E):
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices
(b)(4) (b)(4)
87,949,798
Notes:
Assumptions:
(b)(4)
CNC Preferred Stock will be cancelled and replaced with New Preferred Shares issued at the Royal Bank level
(b)(4)
CNC 5.250% Senior Notes due September 2020 will remain outstanding
(b)(4)
(b)(4)
(b)(4)
CityNationalStandaloneCondensedBalanceSheetProFormaProjections(1)
(USD,Millions)
ForeachyearendDecember31,
BalanceSheet
Cash/cashEquivalent
Securities(2)
NetLoans(3)
OtherAssets
Goodwill/Intangibles(4)
TotalAssets
2016
2017
(b)(4)
Deposits(5)
OtherLiabilities/Funding
Totalliabilities
MinorityInterest/PreferredShares(6)
CommonEquity(6)
TotalLiabilities/Equity
Notes
(1)FinancialspresenttheprojectedfinancialpositioncontributionofCityNationaltoRBCforthefirsttwofullcalendaryearsfollowingtheassumedclosingdateoftheMerger;
however,pursuanttotheMerger,CNCwillbemergedwithandintoRBCUSAHoldco
(2)
(b)(4)
(3)
(4)
(5)
(6)BothRBCandRBCUSAHoldcowillassessaddionalTier1capitalneedsandholdaddionalcommonequityorpreferencesharesifneeded
RBCUSAHoldcoProFormaCapitalandRatioProjections(asofDecember31)
$inmillions
2014
2015
(b)(4)
Tier1Capital
TotalCapital
A1
A2
RWA
Tier1CommonCaptialRatio
TotalCaptialRatio
=A1/B
=A2/B
TotalAssetsfortheleverageratio
LeverageRatio
C
=A1/C
2016
2017
(b)(4)
Notes:
(b)(4)
RBCUSAHoldcodoesnotcurrentlyhaveregulatorycapitalrestrictions.RBChasestimateditsregulatorycapitalandriskweightedassetinformationonabesteffortsbasis
Assumptions:
(b)(4)
CNCPreferredStockwillbecancelledandreplacedwithNewPreferredSharesissuedattheRoyalBanklevel
(b)(4)
CNC5.250%SeniorNotesdueSeptember2020willremainoutstanding
(b)(4)
AssumedMergerclosingdateofNovember1,2015
(b)(4)
CNBCapitalProjections
ForeachyearendDecember31,
Tier 1 Common Equity
Tier 1 Ratio
Total Capital Ratio
Tier 1 Leverage Ratio
2016
2017
(b)(4)
2016and2017areestimatedratiosunderBASELIII
(b)(4)
Confidential Exhibit 9
Asset Quality Information
Asset Quality1
Loan Assets
As of October 31, 2014, RBC has approximately $390 billion of retail and
wholesale loans outstanding. On a pro forma basis, RBC would have an increase of
approximately $20 billion in retail and wholesale loans outstanding. For detailed information
regarding the credit quality of RBCs loan assets, please see pages 61-62 of RBCs 2014 Annual
Report, included as Public Exhibit 3.
On a pro forma basis, the combined loan assets of RBC USA Holdco will be
(b)(4)
approximately
based on December 31, 2014 figures. This figure is comprised of
CNCs approximately $20 billion in retail and wholesale loans and RBC USA Holdcos
(b)(4)
approximately $
(b)(4)
(b)(4)
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application. References to CNCs and RBC USA Holdcos figures are presented on a consolidated basis.
SC1:3823810.1B
(b)(4)
SC1:3823810.1B
Confidential Exhibit 10
Risk Management Information
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
As noted therein, the most recent changes to the Enterprise Risk Appetite Framework are shaded in gray
throughout the document.
SC1:3816842.1A
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
Confidential Exhibit 11
Royal Bank of Canada BSA/AML
Compliance Program
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
Confidential Exhibit 12
Information pertaining to BSA/AML
Integration
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
SC1:3815734.2A
Confidential Exhibit 13
Interconnectedness Analysis
Interconnectedness Analysis1
First, on a pro forma basis, the combined organizations use of wholesale funding
changes to only a de minimis degree compared to the wholesale funding used in RBCs current
U.S. operations. As of December 31, 2014, RBCs U.S. operations (including RBCs direct
(b)(4)
branches) used approximately
f wholesale funding.2 By contrast, as of the same
date, City National has informed RBC that it used only $961.5 million of wholesale funding,
which represents less than (b)(4) of the RBC figure.3 Furthermore, on a combined basis, the two
( )
organizations wholesale funding
amounts represent less than 1% of USFS liabilities.4
Second, the Merger would not result in significant exposures to any single
counterparty. Notably, there is no overlap among the two organizations three largest
counterparties.
Third, the Merger will not significantly increase RBCs U.S. intra-financial
system assets.5 Intra-financial system assets include funds deposited with or lent to other
financial institutions, holding of securities issued by other financial institution, net positive
exposure of securities financing transactions with other financial institutions, net positive
exposure to securities lending to other financial institutions and net positive exposure of overthe-counter derivatives with financial institutions.6 As of December 31, 2014, RBC estimates
(b)(4)
that it had approximately
in intra-financial system assets in the U.S. (including its
7
direct branches). By contrast, as of the same date, CNC estimates that it had approximately
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
(b)(4)
This amount is comprised of federal funds purchased, senior notes, subordinated notes, nonrecourse debt,
other long-term debt and trust preferred securities.
The Board has estimated this amount to be approximately $18 trillion. See Concentration Limits on Large
Financial Companies, 79 Fed. Reg. 27801, 27807 (May 15, 2014).
Neither RBC nor City National is currently required to calculate intra-financial system assets and liabilities.
Accordingly, the total figures presented herein for these items were prepared on a best efforts basis and
should be treated as approximations. Consistent with the Boards reporting instructions in its form for large
banking organizations to report systemic risk data, Banking Organization Systemic Risk Report FR Y-15
(Form FR Y-15), principal balances of secured lending and borrowing transactions are excluded from the
balances reported by RBC.
The specific elements referenced herein for intra-financial system assets, intra-financial system liabilities
and securities outstanding are included by the Board in its form for Form FR Y-15.
(b)(4)
(b)(4)
only
in such assets. On a combined basis, the two organizations intra-financial
system assets represent less than 1% of USFS assets.8
Fourth, the Merger will not significantly increase RBCs U.S. intra-financial
system liabilities.9 Intra-financial system liabilities include deposits by other financial
institutions, net negative exposure of securities financing transactions with other financial
institutions and net negative exposure of over-the-counter derivatives with other financial
(b)(4)
institutions. As of December 31, 2014, RBC estimates that it had
in intra-financial
system liabilities in the U.S. (including its direct branches). By contrast, as of the same date,
(b)(4)
City National estimates that it had approximately only
in such liabilities. On a
combined basis, the two organizations intra-financial system liabilities represent less than 1% of
USFS liabilities.
Fifth, the Merger will not significantly increase the securities outstanding of RBC
in the United States. Securities outstanding are made up of secured debt securities, senior
unsecured debt securities, subordinated debt securities, commercial paper, certificates of deposit,
common equity, and preferred shares and other forms of subordinated funding. As of
(b)(4)
December 31, 2014, RBC had approximately
in securities outstanding in the
United States.10 By contrast, as of that date, City National estimates that it had only $4.96 billion
in securities outstanding.
Sixth, because City National engages in minimal derivatives activities in the U.S.,
the increase in derivatives activities resulting from the Merger will be below any level that
should be of concern. Only three of RBCs U.S. entities have sizeable derivative activity.11 As
of December 31, 2014, the aggregate notional amount of derivatives outstanding for these
(b)(4)
(b)(4)
entities is approximately
of which RBC has only
in net exposure.
City National has informed RBC that as of the same date it had only approximately $4.3 billion
in notional amount of derivatives outstanding. Moreover, the derivatives activities of both RBC
and City National are primarily used to hedge various types of risk, such as interest rate risk, and
are not intended for speculative investment.
For purposes of the calculations made herein, total USFS assets are based on total assets of all U.S. bank
holding companies as December 31, 2014, as compiled by SNL Financial.
Neither RBC nor City National is currently required to calculate intra-financial system assets and liabilities.
Accordingly, the total figures presented herein for these items were prepared on a best efforts basis and
should be treated as approximations. Consistent with the Boards reporting instructions Form FR Y-15,
principal balances of secured lending and borrowing transactions are excluded from the balances reported
by RBC.
10
This figure includes the market value of Royal Bank Common Shares listed on the New York Stock
Exchange, which was approximately $99.6 billion as of December 31, 2014.
11
(b)(4)
-2-
Confidential Exhibit 14
RBC Bank (Georgia), N.A. CRA Plan
Assessment Area
RBC Bank has designated the Atlanta-Sandy Springs-Marietta GA
Metropolitan Statistical Area (12060) as its delineated assessment area. The
2010 Census Data indicates the total number of census tracts for the Atlanta
MSA increased from 689 to 946 of which 93 (9.8 percent) are classified as
low-income census tracts, and 237 (25 percent) are classified as moderateincome tracts. The assessment area does not arbitrarily exclude any low- or
moderate-income tracts and is in compliance with the CRA regulation.
The median family income (MFI) for the Atlanta, GA MSA was $73,754 in
2010. Based on adjustments by the U.S. Department of Housing and Urban
Development (HUD), the adjusted MFI for the Atlanta, GA MSA decreased
from $69,300 in 2012 to $66,300 in 2013 with the MFI for low- to
moderate-income borrowers ranging from $33,150 to $53,040.
The AA is reviewed annually to insure that it (1) includes the geographies
where the main office is located, as well as the surrounding geographies in
which RBC Bank originated or purchased a substantial portion of loans, (2)
consists of only whole census tracts, (3) does not reflect illegal
discrimination, and (4) does not arbitrarily exclude any low- or moderate
income area(s), taking into account RBC Banks size, branching structure,
and financial condition. No changes to the AA are recommended for 2014.
PROGRAM HIGHLIGHTS
PERFORMANCE
LEVELS
Outstanding
Satisfactory
Needs to Improve
Substantial
Noncompliance
heavily than the investment and service tests when arriving at an overall
rating.
As a result of the non-compete clause with PNC Financial Group Inc. and
the business strategy of the bank to service RBC clients that reside
throughout the United States, RBC Bank is limited in the ability to originate
loans in the AA. In an effort to support affordable housing needs through
lending opportunities, a total of 21 CRA loan pools totalling $22,121M (158
total loans) were purchased in 2013 and Q1 2014. Additional loan pools
will be purchased throughout the remainder of 2014.
In an effort to expand RBC Banks lending opportunities through the organic
origination of home loans to low- and moderate-income individuals and
communities in the AA, the CRA Credit Manager began marketing the
Affordable Housing Fixed-Rate Product (AHP) in the Atlanta MSA.
Additionally, the Bank received approval from the Federal Home Loan Bank
of Atlanta to offer their downpayment assistance program which assists firsttime homebuyers in accessing matching funds for the down payment and
closing costs incurred when purchasing a home. As of 04/30/14, three AHP
home purchase loans have been originated in the Atlanta MSA. The CRA
Credit Manager will continue to actively market RBC Banks Affordable
Housing Program to real-estate agents, builders, non-profits and
organizations with outreach programs focused on reaching low- and
moderate-income individuals and communities in the AA.
Community Development Lending
RBC Bank did not originate any community development loans in 2013 or
Q12014.
RBC Banks lending reflects a good responsiveness to credit needs in the
Atlanta MSA, therefore; lending in the assessment area is considered
satisfactory.
Investment Test
Community Development Investments
The investment test evaluates RBC Banks record of helping to meet the
credit needs of the AA through the use of qualified investments that benefit
the AA or a broader statewide or regional area that includes the AA. The
investment test is evaluated pursuant to the following criteria: 1) the dollar
5
RBC Banks Chief Risk Officer (CRO) represents RBC Bank as a member
of the One Home Makes a Difference Advisory Board for Atlanta
Neighborhood Development Partnership (ANDP). As ANDP moves past
the halfway mark of this 3-year initiative, a total number of 189 homes
have been rehabilitated towards their final goal of transforming 250 boarded
up, foreclosed houses into newly renovated homes. The CRO provides
financial expertise and guidance related to the purchase, rehabilitation, and
sale of these properties at each of these meetings.
Beginning in June 2013, the CRA Credit Manager partnered with D&E, the
Power Group in the delivery of seven homeownership counselling seminars
by teaching the course Obtaining a Mortgage. This course provides
homebuyers with an overview of adjustable and fixed rate loan products, as
well as a review of disclosures and loan documents that are part of the loan
origination process. This partnership and monthly outreach to LMI
individuals and communities continues in 2014 and as a result, three home
purchase loans were originated (as of 04/30/2014). RBC Bank also provided
financial sponsorship of $650 per seminar for a total commitment of $4,550
in 2013 and $7,800 in 2014.
During 2013, the CRA Credit Manager partnered with D&E the Power
Group and several local Atlanta churches serving LMI communities in the
delivery of six credit counselling seminars. In addition to supporting the
delivery of the credit counselling seminars, RBC Bank provided financial
sponsorship of $500 per seminar for a total commitment of $3,500. In 2014,
RBC Bank continues support of this initiative by providing financial
sponsorship of $6,000 as well as a commitment to continue participation in
the delivery of one seminar per month for the remainder of the year.
Based on the banks resources and community development opportunities in
the Atlanta MSA, the banks performance related to the Service Test is
considered satisfactory.
Community Development and Fair Lending Committee
The Community Development and Fair Lending Committee meets quarterly
to review all CRA-related data, issues and initiatives and make
recommendations to address any identified deficiencies. Minutes from each
of these meetings are reported to the RBC Bank Board Risk Committee.
Fair Lending
Utilizing the 2013 HMDA data, a Fair Lending Decision and Pricing
Regression analysis, including a comparative file review was completed by
the Compliance Department and did not reveal any pattern or practice of
discrimination. Additionally, the bank has not received any CRA or Fair
Lending-related complaint.
Training
Annual training will be presented at the Community Development and Fair
Lending Committee meeting on May 15, 2014. Additional training will be
provided as new members are added to the committee or at least annually.
Public File
The Public File was reviewed by the regulatory deadline of April 1st and was
found to include all required information.
Confidential Exhibit 15
Source of Funds
Source of Funds1
At closing, Royal Bank will issue the stock consideration in the Merger to CNC
common stockholders, and RBC USA Holdco will pay the cash consideration in the Merger to
CNC common stockholders. To fund the cash consideration payment, RBC USA Holdco will:
(b)(4)
(i)
(b)(4)
(ii) issue RBC USA Holdco common stock or a new class of preferred stock to
Royal Bank in an amount equal to the fair market value of the Royal Bank Common Shares to be
issued to CNC common stockholders in the Merger and the Royal Bank preferred shares issued
(b)(4)
to the holders of CNC Preferred Stock.
(b)(4)
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
SC1:3813397.2
Confidential Exhibit 16
City National Corporation Dividend
Information
SC1:3815735.1A
Confidential Exhibit 17
Principal Information
Citizenship
Address
Blair Fleming
Canada
Director/Chairman
Mark R. Hughes
Canada
Director
N/A
Michael T. Lee
United States
Director
N/A
John Taft
United States
Director
N/A
Roger A. Blissett
United States
President
N/A
Steven J. Decicco
United States
Treasurer
N/A
Canada
Principal
Occupation if other
than with RBC USA
Holdco
Head of RBC Capital
Markets U.S. and
Head of U.S.
Investment Banking
Chief Risk Officer
Royal Bank of
Canada
Chief Executive
Officer Global
Asset Management
U.S.
CEO of U.S. Wealth
Management
Managing Director
RBC Capital
Markets, LLC
Chief Financial
Officer, RBC Capital
Markets, LLC
N/A
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the Application.
SC1:3813916.1
Confidential Exhibit 18
Information Pertaining to Item 3(2) and
Item 12 of Form FR Y-3F
Address
Title or
Position with
Applicant or
Bank / Bank
Holding
Company
Title or
Position with
Other U.S.
Depository
Institution or
Depository
Institution
Holding
Company
W. Geoffrey
Beattie
Generation
Capital, 1
Toronto Street,
Suite 202,
Toronto,
Ontario,
Canada M5C
2V6
Director,
Royal Bank
Director,
General
Electric
Company
(3135 Easton
Turnpike,
Fairfield, CT
06828-0001)
Percent of
Ownership Held in
other U.S.
Depository
Institution or
Depository
Institution Holding
Company if Such
Ownership
Represents 10
Percent or More of
any Class of shares.
N/A
Principal
Occupation if
other than with
RBC USA
Holdco
Chief Executive
Officer,
Generation
Capital
Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
Application.
SC1:3813918.1
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
FW: (b)(5)
-FRSONLYTuesday, March 17, 2015 12:08:05 PM
INTERNAL FR
INTERNAL FR
(b)(5)
INTERNAL FR
Hey Mike, could you send me an email so we (b)(5)
I assume KO will want to see it first?
Thanks
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Brannon, Lisa
Davis, George
Royal Bank of Canada -FRSONLYTuesday, March 17, 2015 1:36:55 PM
image002.png
Royal Bank of Canada, Montreal, Canada and RBC USA Holdco, New York, New York, to
become a bank holding company, by acquiring City National Corporation, Los Angeles,
California, pursuant to Section 3(a)(1), (2) and (3) of the BHC Act of 1956, as amended.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: RBC/City National
Tuesday, March 17, 2015 3:23:20 PM
(b)(5)
(b)(5)
The newspaper notices were published in Los Angeles, CA and Atlanta, GA. Did they tell us the date
of the newspaper publication?
Thanks.
From:
To:
Subject:
Date:
Davis, George
Brannon, Lisa
FW: RBC/City National
Tuesday, March 17, 2015 3:26:15 PM
Lisa,
(b)(5)
.
I will get the publication dates so we can enter them into AMPS.
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, March 17, 2015 3:12 PM
To: Davis, George
Subject: RBC/City National
DUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 3:23pm
(above).
From:
To:
Subject:
Date:
Brannon, Lisa
Davis, George
RE: RBC
Tuesday, March 17, 2015 3:30:50 PM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, March 17, 2015 3:18 PM
To: Davis, George
Subject: RBC
Sylvia Parks asked where the application is. I told her it just came in. Can you please make sure
ACRU gets her a copy?
Should we have a kick off meeting?
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
FW: <Filing Attached for Review> Royal Bank of Canada
Tuesday, March 17, 2015 3:43:38 PM
RESTRICTED FR
FYI
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Brannon, Lisa
Sent: Tuesday, March 17, 2015 3:38 PM
To: Parks, Silvia; Arbuthnott, Marilyn
Cc: Davis, George; Yee, Rosalie
Subject: <Filing Attached for Review> Royal Bank of Canada
RESTRICTED FR
Please review the attached filing by Royal Bank of Canada, Montreal, Canada and its direct, whollyowned subsidiary, RBC USA Holdco, New York, New York, to acquire City National Corporation and
indirectly acquire City National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2)
and (3) of the Bank Holding Company Act of 1956, as amended.
A kick-off meeting will be scheduled shortly. If you have any questions, please contact George Davis
and Rosalie Yee.
From: Yee, Rosalie
Sent: Tuesday, March 17, 2015 11:04 AM
To: Davis, George; McCune, Crystall
Subject: FW: Royal Bank of Canada
Best regards,
Rufat Yunayev
Rufat Yunayev
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Tel: +1 (212) 558-3964
Fax: +1 (212) 291-9661
E-Mail: yunayevr@sullcrom.com
This e-mail is sent by a law firm and contains information that may be privileged and
confidential. If you are not the intended recipient, please delete the e-mail and notify us
immediately.
DUPLICATE - The Application attached to this email is a duplicate copy of the Application attached to
the email chain dated March 17, 2015 at 11:30am (above). Accordingly, the attachment has already
been addressed.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC
Tuesday, March 17, 2015 3:55:50 PM
Ok, thanks. Sylvia just got a copy. Why dont you have ACRU schedule a kick off meeting for next
week? We should include Research?
From: Davis, George
Sent: Tuesday, March 17, 2015 3:29 PM
To: Yee, Rosalie
Subject: RE: RBC
DUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 3:30pm
(above).
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC Capital (b)(5)
-FRSONLYTuesday, March 17, 2015 4:17:00 PM
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, March 17, 2015 4:06 PM
To: Betsy Howes-Bean
Subject: RBC Capital (b)(5)
-FRSONLY-
INTERNAL FR
(b)(5)
?
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC Capital (b)(5)
FRSONLYTuesday, March 17, 2015 4:19:00 PM
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, March 17, 2015 4:06 PM
To: Betsy Howes-Bean
(b)(5)
Subject: RBC Capital
-FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 4:17pm
(above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
Re: RBC/City National
Wednesday, March 18, 2015 10:01:47 AM
(b)(5)
I think we should ask for publication in a New York City based paper.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, March 17, 2015 3:12 PM
To: Davis, George
Subject: RBC/City National
DUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 3:23pm
(above).
From:
To:
Subject:
Date:
Attachments:
RESTRICTED FR
Here it is.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
This e-mail is sent by a law firm and contains information that may be privileged and
confidential. If you are not the intended recipient, please delete the e-mail and notify us
immediately.
DUPLICATE - The Application attached to this email is a duplicate copy of the Application attached to
the email chain dated March 17, 2015 at 11:30am (above). Accordingly, the attachment has already
been addressed.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC/City National
Wednesday, March 18, 2015 11:25:44 AM
(b)(5)
The applicant must publish notice of its proposal in the above prescribed form in newspapers of
general circulation in the communities served by the head office of the applicant or its lead bank, and
each bank to be directly or indirectly acquired. The notice must be published no earlier than 15
calendar days prior to the date the Reserve Bank receives the application and no later than 7 calendar
days after the filing date. The notice appearing in a particular newspaper need be published only once,
providing a period for public comment extending at least 30 days after the date of publication. A
publisher's affidavit from each newspaper should be forwarded with the formal application or as soon
as possible thereafter. An application cannot be considered informationally complete without the
necessary affidavits.
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at 10:01am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 3:23pm
(above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC IHC
Wednesday, March 18, 2015 11:45:00 AM
FYI
Sylvia called yesterday. She says her understanding is (b)(5)
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC/City National
Wednesday, March 18, 2015 12:03:13 PM
Great. Thanks.
From: Davis, George
Sent: Wednesday, March 18, 2015 12:03 PM
To: Yee, Rosalie
Subject: FW: RBC/City National
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at 10:01am (above).
From:
To:
Subject:
Date:
Barone, Barbara
Davis, George
RE: RBC/City National Bank
Wednesday, March 18, 2015 12:05:39 PM
Will do.
Mr. Davis,
Don Toumey and Rufat Yunayev are available at 2:30 pm today to speak. Should I have
them call your office at that time?
Regards,
Barbara
Barbara Barone and Susan Epstein
Assistants to Don Toumey
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
212-558-4054
baroneb@sullcrom.com
Mon-Wed: Barbara
Thurs-Fri: Susan
Donald,
We have a question about the newspaper publications. Are you available to take a call from Rosalie
Yee and me at about 2:30 today? If not, please suggest a time. Or, you may suggest another
attorney that is also involved with this application.
Regards,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately
contact the sender by reply e-mail and destroy all copies of the original message.
This e-mail is sent by a law firm and contains information that may be privileged and
confidential. If you are not the intended recipient, please delete the e-mail and notify us
immediately.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: Afternoon -FRSONLYWednesday, March 18, 2015 2:00:02 PM
INTERNAL FR
Yes I have something on RBC.
From: Betsy Howes-Bean
Sent: Wednesday, March 18, 2015 1:54 PM
To: Joshua Sherwin
Subject: Re: Afternoon -FRSONLYImportance: High
Not Responsive -
? Thx.
INTERNAL FR
Betsy, unfortunately I need to leave around 3 to pick Claire up. Would that be ok? Not Responsive concerns an entirely unrelated application/matter involving another institution; also (b)(5)
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RBC_I(b)(5)
.docx -FRSONLYWednesday, March 18, 2015 2:53:32 PM
RBC_(b)(5)
s.docx
INTERNAL FR
This is a quick breakdown of where RBC stands and some relevant facts. I am taking my computer
home so short me an email if you have further questions.
Thanks
TO:
BetsyHowesBean
FROM:
JoshuaSherwin
RE:
(b)(5)
DATE:
D,2015
From:
To:
Subject:
Date:
Attachments:
Parks, Silvia
Yee, Rosalie
RE: RBC USA Holdco/FHC -FRSONLYWednesday, March 18, 2015 5:02:01 PM
image001.png
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC (b)(5)
docx -FRSONLYThursday, March 19, 2015 8:20:00 AM
Thanks for this. Lets talk about it this morning when you get in.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Wednesday, March 18, 2015 2:5 PM
To: Betsy Howes-Bean
Subject: RBC_(b)(5)
docx -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at
2:53pm (above).
From:
To:
Subject:
Date:
Attachments:
(b)(5)
access. Raj, coud you be the assigned person (b)(5)
This Reserve Bank received an application by Royal Bank of Canada, Montreal, Canada and its
direct, wholly-owned subsidiary, RBC USA Holdco, New York, New York, to acquire City National
Corporation and indirectly acquire City National Bank, both of Los Angeles, California, pursuant to
Sections 3(a)(1), (2) and (3) of the Bank Holding Company Act of 1956, as amended.
Legal Richard Charlton/Roseanne Notaro the application has been uploaded to E-APPS
#24989. (b)(5)
.
FISG Marilyn Arbuthnott and Silvia Parks a copy of the application has been emailed to
you on 3/17/15.
Research Dong Boem Choi/Sooji Kim/Bryan Yang/Rajlakshmi De Please let me know
who will be assigned to this filing.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
Notify Message
AMPS Filing ID:
91342-1
Date of Application:
03/16/2015
Date of Receipt:
03/18/2015
Direct Applicants:
Direct Targets:
Proposal:
Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire
City National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3)
of the Bank Holding Company Act of 1956, as amended.
Section Codes:
3A1 NonExpedited
3A2 NonExpedited
3A3 NonExpedited
Procedure Code:
Staff:
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC
Thursday, March 19, 2015 10:47:15 AM
From:
To:
Subject:
Date:
Attachments:
De, Rajlakshmi
Choi, Dong Beom; Kim, Sooji; Yang, Bryan
RE: Application In: - Royal Bank of Canada -FRSONLYThursday, March 19, 2015 11:01:00 AM
image001.png
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 10:19am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 10:19am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at
10:19am (above).
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Cc:
Subject:
Date:
Attachments:
Importance:
Betsy Howes-Bean
Surjeet Sidhu; Joshua Sherwin; Kathryn Haney (FRS); Donald Arrington
Pat Soriano; Mirna Bayeh
IHC Implementation
Thursday, March 19, 2015 11:43:59 AM
Presentation for 3-18-15 Vetting Committee Meeting.pptx
IHC Structure Findings memo March 9 2015 .pdf
High
Hello All Attached is the memo and powerpoint for the horizontal review of
the IHC plans that was the subject of the all day meeting that Pat and I
attended yesterday in case you are interested.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
The 23-page attachment "IHC Structure Findings memo March 9 2015.pdf" has been
withheld in full pursuant to exemptions 4, 5 & 8. In addition, only 6 of the 23 pages mention
RBC, and the remaining 17 pages concern entirely unrelated institutions or general
supervisory information.
The 127-page attachment "Presentation for 3-18-15 Vetting Committee Meeting.pptx" has
been withheld in full pursuant to exemptions 4, 5 & 8. In addition, only 20 of the 127 pages
mention RBC, and the remaining 107 pages concern entirely unrelated institutions or
general supervisory information.
From:
To:
Subject:
Date:
Joshua Sherwin
George Davis (FRS)
RE: RBC/City National -FRSONLYThursday, March 19, 2015 12:29:16 PM
INTERNAL FR
I dont know.
From: George Davis (FRS)
Sent: Thursday, March 19, 2015 12:27 PM
To: Joshua Sherwin
Subject: FW: RBC/City National
Josh,
(b)(5)
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Thursday, March 19, 2015 11:51 AM
To: Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board); Thro, Alison M (BOARD); Waldron,
Michael W (BOARD); Nardolilli, Pam G (BOARD)
Cc: Davis, George
Subject: RBC/City National
FYI
Were getting the Section 3 application uploaded. The hard copy arrived yesterday.
We talked to RBCs outside counsel about their newspaper notices. They are publishing in Los
Angeles and Atlanta (b)(5)
I told Sullivan & Cromwell publication in NY was not required but suggested they might want to
consider it; they will talk to RBC and let us know what they decide to do.
Let us know if you want to talk about this.
From:
To:
Cc:
Subject:
Date:
Attachments:
Caetano, Ruth
Johnson, Alexander
Brannon, Lisa; Davis, George
Please review in EAPPS -FRSONLYThursday, March 19, 2015 12:35:27 PM
FD_ FRBSF_RBC-City National.pdf
image003.png
The Federal Reserve Bank of New York has received for processing the filing by Royal Bank of
Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA Holdco, New York, New
York, to acquire City National Corporation and indirectly acquire City National Bank, both of Los
Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank Holding Company Act of
1956, as amended.
EAPPS# 24989
Ruth Caetano
Sr. Business Support Analyst
Federal Reserve Bank of New York
Legal Group
Bank Applications Function
(212) 720-5872
E-Mail:ruth.caetano@ny.frb.org
From:
To:
Subject:
Date:
Betsy Howes-Bean
Kathryn Haney (FRS)
FW: RBC/City National
Thursday, March 19, 2015 1:14:00 PM
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Rosalie Yee (FRS)
Sent: Thursday, March 19, 2015 11:51 AM
To: Joshua Sherwin; Betsy Howes-Bean; Alison Thro; Michael Waldron; Pam Nardolilli
Cc: George Davis (FRS)
Subject: RBC/City National
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 12:29pm
(above).
From:
To:
Subject:
Date:
INTERNAL FR
Yes, go ahead and call them.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Thursday, March 19, 2015 1:13 PM
To: Davis, George
Subject: RBC -FRSONLY-
INTERNAL FR
George, this is what we need: Basel III standardized capital numbers and ratios that are fully
consolidated (i.e. that include (b)(5)
the insurance subsidiaries). Do you want
me to call them? I dont mind.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
ElectronicApplications@frb.gov
Davis, George; Yee, Rosalie; Charlton, Richard; Notaro, Rosanne; Brannon, Lisa; Caetano, Ruth; Whidbee, Robin;
McCune, Crystall
Filing (24989) Transferred to Board Action track at the Board
Thursday, March 19, 2015 2:07:03 PM
A filing (24989) by ROYAL BANK OF CANADA was transferred for Board Action processing.
Financial stability assesment.
Description:
(Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the
Bank Holding Company Act of 1956, as amended.)
Section Code:
(3A3 NonExpedited;3A2 NonExpedited;3A1 NonExpedited;)
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RBC/City National -FRSONLYThursday, March 19, 2015 3:33:59 PM
LEGALDOCS-555818.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
FW: New Filing (24989) Assignment -FRSONLYThursday, March 19, 2015 3:34:59 PM
INTERNAL FR
Thanks for sending me a hard copy!
From: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]
Sent: Thursday, March 19, 2015 3:18 PM
To: Joshua Sherwin
Subject: New Filing (24989) Assignment
A new filing (24989) was submitted on 3/18/2015 by ROYAL BANK OF CANADA . You have
been assigned to this filing.
Description:
(Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the
Bank Holding Company Act of 1956, as amended.)
Section Code:
(3A3 NonExpedited;3A2 NonExpedited;3A1 NonExpedited;)
From:
To:
Cc:
Subject:
Date:
Yee, Rosalie
Yunayev, Rufat; Davis, George
Toumey, Donald J.
RE: RBC/City National Bank
Thursday, March 19, 2015 3:43:28 PM
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at
12:05pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at
12:05pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at
12:05pm (above).
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately
contact the sender by reply e-mail and destroy all copies of the original message.
This e-mail is sent by a law firm and contains information that may be privileged and
confidential. If you are not the intended recipient, please delete the e-mail and notify us
immediately.
From:
To:
Subject:
Date:
Joshua Sherwin
arussell@debevoise.com
link
Thursday, March 19, 2015 3:53:44 PM
http://www.rbc.com/investorrelations/quarterly-financial-statements.html
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Scott Tkacz
Andrew Hartlage
RE: New Filing (24989) Assignment -FRSONLYThursday, March 19, 2015 4:25:30 PM
INTERNAL FR
Indeed! I saw an American Banker article about this transaction and had a premonition that I would
get assigned to it.
INTERNAL FR
Hi, Scott, good to be working with you on another one.
From: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]
Sent: Thursday, March 19, 2015 4:22 PM
To: Andrew Hartlage
Subject: New Filing (24989) Assignment
A new filing (24989) was submitted on 3/18/2015 by ROYAL BANK OF CANADA . You have
been assigned to this filing.
Scott and Andrew, (b)(5)
RBC has
been in to the Board on at least three occasions (Rodgin Cohen represents them) paving the
way for the application to be filed and processed. Please let me know if, at any point, you
need additional attorney help on the case. Sharon, would you please create a new entry in EApps for this filing? Thanks. --Alison
Description:
(Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the
Bank Holding Company Act of 1956, as amended.)
Section Code:
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Alison Thro
Michael Waldron; Andrew Hartlage
Re: New Filing (24989) Assignment -FRSONLYFriday, March 20, 2015 8:01:32 AM
Thank you very much Alison, we will stop by to discuss the prefiling meetings. That's great to
have Mary on the team.
Best,
Scott
From: Alison Thro
Sent: Thursday, March 19, 2015 8:01 PM
To: Scott Tkacz
Cc: Michael Waldron; Andrew Hartlage
Subject: RE: New Filing (24989) Assignment -FRSONLY-
INTERNAL FR
Hey, Scott, thanks for your enthusiasm regarding this assignment. It will be an important case for
the financial stability analysis alone, (b)(5)
. I am going
to assign Mary to the case as well.
Ill be glad to sit down with you to discuss the substance of the meetings with RBC representatives,
as I attended the prefiling meetings. The first meeting was a meet and greet by the new CEO of the
bank, so there wasnt much there to garner. (b)(4) & (5)
.
Please feel free to come by when you have the chance.
Again, I appreciate your enthusiasm. This should be a very interesting case, and Im quite certain
that you all will handle it well.
Thanks.
--Alison
From: Scott Tkacz
Sent: Thursday, March 19, 2015 6:32 PM
To: Alison Thro
Cc: Michael Waldron; Andrew Hartlage
Subject: FW: New Filing (24989) Assignment -FRSONLY-
INTERNAL FR
Alison,
Thank you for trusting Andrew and I with this interesting and high-profile assignment, we are very
excited to work on it. As you suggested, I think this might be a great case to add one of our newest
attorneys to the team, as I think it would be great experience for them.
Also, you mentioned that RBC has had several meetings with folks here at the Board leading up to
filing the application. Would it be possible to sit down sometime soon and briefly discuss what took
place at those meetings (or discuss with others, if applicable), and what RBC was told by FRB staff
(and/or the governors)? It would be helpful to keep that in mind as we begin reviewing the
application.
Best regards,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]
Sent: Thursday, March 19, 2015 4:22 PM
To: Scott Tkacz
Subject: New Filing (24989) Assignment
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at
4:24pm (above).
From:
To:
Cc:
Subject:
Date:
Mary Watkins
Scott Tkacz
Andrew Hartlage
RE: New Filing (24989) Assignment -FRSONLYFriday, March 20, 2015 9:24:59 AM
INTERNAL FR
Scott,
I am excited to join the team! I have not gotten the E-Apps yet, but will touch base with Andrew
today regarding the printed copy of the filing. If youd like, I can go ahead and put some time on
Alisons calendar for early next week.
Thanks,
Mary
From: Scott Tkacz
Sent: Friday, March 20, 2015 9:17 AM
To: Mary Watkins
Cc: Andrew Hartlage
Subject: FW: New Filing (24989) Assignment -FRSONLY-
INTERNAL FR
Mary,
You may have already gotten the notice from Alison, but if not, she is going to assign you to a new
case that Andrew and I were assigned late yesterdayits a pretty high profile assignment and Im
excited that youre going to be joining the team. Please see below for an email string regarding the
case and some of the background. Im out of the office today on flex, but wanted to make sure you
were up to speed on things. Andrew was going to have copies of the file printed (obviously, were
going to need another copyAndrew, is it too late to ask the print shop to make another one?).
Lets plan on chatting with Alison early next week regarding the prefiling history, and also begin
reading the file.
I think we should aim to touch base with the internal group sometime around the middle of next
week, including R&S, to see what everyone thinks as an initial matter. Given the nature of the case,
I(b)(5)
.
Thanks again, looking forward to working with you!
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Alison Thro
Sent: Thursday, March 19, 2015 8:01 PM
To: Scott Tkacz
Cc: Michael Waldron; Andrew Hartlage
Subject: RE: New Filing (24989) Assignment -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 8:01pm
(above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 8:01am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 8:01am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 4:25pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Thanks Lisa
Dong Beom Choi
Financial Intermediation Function
Research and Statistics Group
The Federal Reserve Bank of New York
33 Liberty Street, New York, NY 10045
http://nyfedeconomists.org/choi
212 720 6485 (Phone)
From: Brannon, Lisa
Sent: Friday, March 20, 2015 10:45 AM
To: Choi, Dong Beom
Subject: RE: Application In: - Royal Bank of Canada -FRSONLY-
Thank you. I will check with George Davis to see what he need from you. He is out today so I will
respond to you on Monday.
From: Choi, Dong Beom
Sent: Thursday, March 19, 2015 11:13 AM
To: Brannon, Lisa
Cc: De, Rajlakshmi
Subject: RE: Application In: - Royal Bank of Canada -FRSONLY-
Dear Lisa,
Dong Boem Choi and Rajlakshmi De will be assigned to the filing. Please let us know if you
need any input from us.
Thanks.
Dong
From: Brannon, Lisa
Sent: Wednesday, March 18, 2015 4:43 PM
To: Charlton, Richard; Notaro, Rosanne; Arbuthnott, Marilyn; Parks, Silvia; Choi, Dong Beom; Kim,
Sooji; Yang, Bryan; De, Rajlakshmi; Akal, John; Bae, Philip; Bovell, Jeanelle; Brannon, Lisa; Caetano,
Ruth; Davis, George; Gilmour, June; Hurwitz, Ivan; Liu, Vivian; McCune, Crystall; Steffey, Brian;
Whidbee, Robin; Yee, Rosalie
Subject: Application In: - Royal Bank of Canada -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 10:19am
(above).
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC Ratio Calculations -FRSONLYFriday, March 20, 2015 11:39:28 AM
INTERNAL FR
OK
From: Betsy Howes-Bean
Sent: Friday, March 20, 2015 11:39 AM
To: Joshua Sherwin
Subject: Re: RBC Ratio Calculations -FRSONLYImportance: High
(b)(5)
INTERNAL FR
OK. No its not Debevoise. That said, they dont consolidate insurance subs as a matter of course so
(b)(5)
(b)(5)
.
From: Betsy Howes-Bean
Sent: Friday, March 20, 2015 10:44 AM
To: Joshua Sherwin
Subject: Re: RBC Ratio Calculations
Importance: High
(b)(5)
(b)(5)
(b)(5)
(b)(5)
212.909.6538
arussell@debevoise.com
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Joshua Sherwin
Kevin Kostyk; Flora Ahn
FW: RBC Ratio Calculations
Friday, March 20, 2015 11:44:57 AM
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Cc:
Subject:
Date:
Joshua Sherwin
Russell, Amelia
Lyons, Gregory J.; Betsy Howes-Bean; Kevin Kostyk; Flora Ahn
RE: RBC Ratio Calculations
Friday, March 20, 2015 12:39:25 PM
Amelia,
Thanks so much for your response. As you explained RBC does not typically produce the calculations
that we requested. After the discussing the matter here, weve determined that in the absence of
capital numbers that consolidate the insurance subsidiaries, we will need to seek input from the
Governors on what is a policy matter. Unfortunately, this is likely to delay the application. Please let
us know if circumstances change, otherwise well move forward and inform you once a decision has
been reached.
Thanks again for all your help on this.
Best Regards,
Josh
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at
11:39am (above).
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Start:
End:
Location:
Mary Watkins
Alison Thro; Scott Tkacz; Andrew Hartlage
Discussion of RBC pre-filing meetings
Tuesday, March 24, 2015 1:30:00 PM
Tuesday, March 24, 2015 2:00:00 PM
B-1055
INTERNAL FR
Alison,
As I believe you and Scott have already discussed, there is some pre-filing history associated with RBCs recent section 3 filing. Would 2:15 on
Tuesday work for you as a time to discuss the two pre-filing meetings and any impressions you may have?
Please let me know if youd rather meet at a different time.
Best,
Mary
From:
To:
Subject:
Date:
Alison Thro
Mary Watkins
RE: New Filing (24989) Assignment -FRSONLYFriday, March 20, 2015 1:10:21 PM
INTERNAL FR
Great; thanks.
From: Mary Watkins
Sent: Friday, March 20, 2015 11:46 AM
To: Alison Thro
Subject: RE: New Filing (24989) Assignment
INTERNAL FR
Thanks, Alison. Im looking forward to working on this. Scott emailed me about it this morning and
thought it might be a good idea for the four of us (you, Scott, Andrew, me) to touch base sometime
early next week. Ill find a time that seems to work for all of us and send an outlook invitation
shortly.
From: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]
Sent: Friday, March 20, 2015 10:22 AM
To: Mary Watkins
Subject: New Filing (24989) Assignment
A new filing (24989) was submitted on 3/18/2015 by ROYAL BANK OF CANADA . You have
been assigned to this filing.
Mary, I'm adding you to the team for this filing, as it may turn out to be a relatively large case.
This case is here (b)(5)
Should be an interesting case. Scott and Andrew are on the case, and Michael is the reviewer.
Thanks. --Alison
Description:
(Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the
Bank Holding Company Act of 1956, as amended.)
Section Code:
(3A3 NonExpedited;3A2 NonExpedited;3A1 NonExpedited;)
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Alison Thro
Mary Watkins
Accepted: Discussion of RBC pre-filing meetings -FRSONLYTuesday, March 24, 2015 1:30:00 PM
Tuesday, March 24, 2015 2:00:00 PM
B-1055
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Scott Tkacz
Mary Watkins
Accepted: Discussion of RBC pre-filing meetings -FRSONLYTuesday, March 24, 2015 1:30:00 PM
Tuesday, March 24, 2015 2:00:00 PM
B-1055
From:
To:
Cc:
Subject:
Date:
Attachments:
Yee, Rosalie
Steffey, Brian
Hurwitz, Ivan
Mtg with Sarah
Friday, March 20, 2015 3:20:15 PM
LEGALDOCS-#206294-v73-Dahlgren_Monthly_Update_Meetings.doc
RestrictedFR
Not Responsive - concerns entirely unrelated applications/matters; also (b)(5) & (8).
Page 1 of 4
RestrictedFR
Not Responsive - concerns entirely unrelated applications/matters; also (b)(5) & (8).
Page 2 of 4
RestrictedFR
Not Responsive - concerns entirely unrelated applications/matters; also (b)(5) & (8).
o RBC
Application to establish NJ branch pending
(b)(5)
Section
3 application to acquire City National received
Not Responsive - concerns entirely unrelated applications/matters; also (b)(5).
Page 3 of 4
RestrictedFR
Page 4 of 4
From:
To:
Subject:
Date:
Joshua Sherwin
Rosalie Yee (FRS)
RE: RBC Application -FRSONLYFriday, March 20, 2015 3:45:56 PM
INTERNAL FR
Thanks R.
From: Rosalie Yee (FRS)
Sent: Friday, March 20, 2015 3:42 PM
To: Joshua Sherwin; Betsy Howes-Bean
Subject: RBC Application
Hard copies are being sent Fedex. Have a nice weekend.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC/City National -FRSONLYFriday, March 20, 2015 6:29:44 PM
I made changes in a new version. Let me know if you have questions. Thanks.
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015
at 3:33pm (above).
From:
To:
Subject:
Date:
Davis, George
Brannon, Lisa
RBC/City National -FRSONLYMonday, March 23, 2015 2:30:17 PM
From:
To:
Cc:
Subject:
Date:
Attachments:
Thanks George.
Best,
Dong
Dong,
(b)(5)
. The transaction is relatively large
the target, City National Corporation, Los Angeles, CA, has consolidated total assets of $32.6 billion.
You will be invited to the kick-off meeting. Legal and FISG will also attend.
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Brannon, Lisa
Sent: Monday, March 23, 2015 2:37 PM
To: Davis, George
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 10:47am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 10:47am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 10:19am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 10:19am (above).
From:
To:
Subject:
Start:
End:
Location:
De, Rajlakshmi
Brannon, Lisa
Accepted: Kick-Off Meeting - Royal Bank of Canada -FRSONLYWednesday, March 25, 2015 1:30:00 PM
Wednesday, March 25, 2015 2:00:00 PM
NY-RM-27FRP Bank Applications
From:
To:
Subject:
Charlton, Richard
Brannon, Lisa
Declined: Kick-Off Meeting - Royal Bank of Canada -FRSONLY-
From:
To:
Subject:
Start:
End:
Location:
Davis, George
Brannon, Lisa
Accepted: Kick-Off Meeting - Royal Bank of Canada -FRSONLYWednesday, March 25, 2015 1:30:00 PM
Wednesday, March 25, 2015 2:00:00 PM
NY-RM-27FRP Bank Applications
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: RBC Ratio Calculations -FRSONLYMonday, March 23, 2015 4:18:52 PM
INTERNAL FR
They want to have a call.
From: Betsy Howes-Bean
Sent: Monday, March 23, 2015 4:16 PM
To: Joshua Sherwin
Subject: FW: RBC Ratio Calculations
Importance: High
Josh
We also would ask you to consider the fact that this represents, in total, 1.24% of assets, and thus is
immaterial to the capital calculations in any event. In all honesty, we have sought to be very
responsive to a number of questions which do not seem to impact a branch application significantly,
and would ask that you allow this to move forward. This is now having a material impact on the
personnel involved in the RBC branches. We understand that there may be additional issues with
the bank acquisition application, but it is difficult to see how the impact of a an operation that
comprises 1.24% of the assets of a consolidated enterprise can have any relevance to what is
functionally the relocation of a part of an office that has existed for years.
Thanks, and happy to discuss. We would truly ask that you allow this to move forward
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, March 20, 2015 12:39 PM
To: Russell, Amelia
Cc: Lyons, Gregory J.; Betsy Howes-Bean; Kevin Kostyk; Flora Ahn
Subject: RE: RBC Ratio Calculations
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 12:39pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 11:39am
(above).
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC Ratio Calculations -FRSONLYMonday, March 23, 2015 4:20:00 PM
Yes. I have a pretty tight schedule between now and when I leave for vacation though.
We should also have a Fed pre-call before calling RBC (b)(5)
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Monday, March 23, 2015 4:19 PM
To: Betsy Howes-Bean
Subject: RE: RBC Ratio Calculations -FRSONLY-
INTERNAL FR
Are you up for that?
From: Betsy Howes-Bean
Sent: Monday, March 23, 2015 4:16 PM
To: Joshua Sherwin
Subject: FW: RBC Ratio Calculations
Importance: High
DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at 4:18pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at
4:18pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at 4:18pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 12:39pm
(above).
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Thanks, sorry for not physically being there again.. (out of the bank on Wed..)
_____________________________________________
From: De, Rajlakshmi
Sent: Monday, March 23, 2015 4:24 PM
To: Choi, Dong Beom
Subject: RE: Kick-Off Meeting - Royal Bank of Canada -FRSONLY-
Sounds good, Dong. I will be attending the meeting and will make sure we are on track for
the memo. Thanks for your help!
-----Original Appointment----From: Choi, Dong Beom On Behalf Of Brannon, Lisa
Sent: Monday, March 23, 2015 4:02 PM
To: De, Rajlakshmi
Subject: FW: Kick-Off Meeting - Royal Bank of Canada -FRSONLYWhen: Wednesday, March 25, 2015 1:30 PM-2:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: NY-RM-27FRP Bank Applications
Hi Raj,
I will be calling in again for the meeting. It seems that we need to have a memo on this
case (b)(5)
.
Thanks.
Dong
Subject: Kick-Off Meeting - Royal Bank of Canada -FRSONLYWhen: Wednesday, March 25, 2015 1:30 PM-2:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: NY-RM-27FRP Bank Applications
The purpose of this meeting is to kick-off discussions regarding the application by Royal
Bank of Canada, to acquire City National Corporation and indirectly acquire City National
Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank
Holding Company Act of 1956, as amended. In this meeting, the applications
associate/reviewer will provide a brief overview of the proposal, an explanation of the
application type, factors required to be considered in acting on the proposal, and tentative
timeline, including the next steps for formulating additional information questions. Briefly
reviewing the application prior to this meeting would be helpful, though not necessary.
Dial-In Information - (b)(6)
Participant Code - (b)(6)
From:
To:
Cc:
Subject:
Date:
Russell, Amelia
Joshua Sherwin
Betsy Howes-Bean; Kevin Kostyk; Flora Ahn; Lyons, Gregory J.; Michael Waldron
RE: RBC Ratio Calculations
Monday, March 23, 2015 4:54:51 PM
Hi Josh,
We are available any time after 2:00pm on Wednesday. If that suits you, we can send a dial-in to this
group. Thanks very much.
-Amelia
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Monday, March 23, 2015 4:48 PM
To: Russell, Amelia
Cc: Betsy Howes-Bean; Kevin Kostyk; Flora Ahn; Lyons, Gregory J.; Michael Waldron
Subject: RE: RBC Ratio Calculations
Hi Amelia,
Thanks for the follow up. We have staff that will be out later in the week so tomorrow and
Wednesday are better for us. Do you have a preference?
Thanks
From: Russell, Amelia [mailto:arussell@debevoise.com]
Sent: Monday, March 23, 2015 10:53 AM
To: Joshua Sherwin
Cc: Betsy Howes-Bean; Kevin Kostyk; Flora Ahn; Lyons, Gregory J.
Subject: RE: RBC Ratio Calculations
DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at 4:18pm
(above).
Josh
DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at 4:18pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 12:39pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 11:39am
(above).
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
6XEMHFW
'DWH
:KHQ
Joshua Sherwin
Betsy Howes-Bean; Michael Waldron; Kevin Kostyk; Flora Ahn; Russell, Amelia; Lyons, Gregory J.
Conference Call to discuss RBC Consolidated capital ratios
0RQGD\0DUFK30
:HGQHVGD\0DUFK303087&(DVWHUQ7LPH86 &DQDGD
(b)(6)
Conferee code:
Moderator Code
Conference Phone Numbers:
(b)(6)
(b)(6) 8
From:
To:
6XEMHFW
'DWH:
:KHQ
Russell, Amelia
Joshua Sherwin
Accepted: Conference Call to discuss RBC Consolidated capital ratios
0RQGD\0DUFK30
:HGQHVGD\0DUFK303087&(DVWHUQ7LPH86 &DQDGD
From:
To:
6XEMHFW
'DWH
:KHQ
.HYLQ.RVW\N
Joshua Sherwin
$FFHSWHG&RQIHUHQFH&DOOWRGLVFXVV5%&&RQVROLGDWHGFDSLWDOUDWLRV
0RQGD\0DUFK30
:HGQHVGD\0DUFK303087&(DVWHUQ7LPH86 &DQDGD
From:
To:
Subject:
'DWH
Joshua Sherwin
Betsy Howes-Bean; Michael Waldron; Flora Ahn; Kevin Kostyk
RBC Prep Call -FRSONLY0RQGD\0DUFK30
INTERNAL FR
Joshua M. Sherwin has invited you to a conference call: RBC Prep Call.
This conference is scheduled to begin on March 24 2015 at 03:30 PM EST+ DST (Eastern).
This conference is scheduled to last for 30 minutes.
To access this conference via telephone, please call a number from the list below;
(b)(6)
(b)(6)
From:
To:
Subject:
'DWH:
,PSRUWDQFH
Betsy Howes-Bean
Joshua Sherwin
Tentative: Conference Call to discuss RBC Consolidated capital ratios
7XHVGD\0DUFK$0
+LJK
From:
To:
Cc:
Subject:
Date:
Attachments:
McCune, Crystall
Yee, Rosalie; Davis, George; Brannon, Lisa
Caetano, Ruth; Whidbee, Robin
Federal Register Wire Publication by Board (AMPS#91342)
Tuesday, March 24, 2015 9:06:02 AM
Royal Bank.docx
image002.png
INTERNAL FR
Attached is the Federal Register Wire related to your case. Please check for accuracy and
contact your reviewer and/or Board Legal if you have any questions. See attachment.
Please enter the publication date into AMPS and saved in the DM folder.
Crystall R. McCune
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.2110
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: Conference Call to discuss RBC Consolidated capital ratios
Tuesday, March 24, 2015 10:19:27 AM
From:
To:
6XEMHFW
'DWH:
:KHQ
/\RQV*UHJRU\-
Joshua Sherwin
$FFHSWHG&RQIHUHQFH&DOOWRGLVFXVV5%&&RQVROLGDWHGFDSLWDOUDWLRV
7XHVGD\0DUFK30
:HGQHVGD\0DUFK303087&(DVWHUQ7LPH86 &DQDGD
From:
To:
'DWH
Subject:
Start:
End:
Location:
INTERNAL FR
Mary Watkins
Scott Tkacz
7XHVGD\0DUFK30
Accepted: Complete RBC discussion -FRSONLYThursday, March 26, 2015 10:40:00 AM
Thursday, March 26, 2015 11:00:00 AM
Scott"s Office
From:
To:
Subject:
Date:
Michael Waldron
Joshua Sherwin
RE: RBC Prep Call -FRSONLYTuesday, March 24, 2015 3:31:32 PM
INTERNAL FR
Be on in a minute
From: Joshua Sherwin
Sent: Tuesday, March 24, 2015 2:04 PM
To: Michael Waldron
Subject: RE: RBC Prep Call -FRSONLY-
INTERNAL FR
(b)(5)
INTERNAL FR
Well be there.
From: Joshua Sherwin
Sent: Tuesday, March 24, 2015 12:39 PM
To: Betsy Howes-Bean; Michael Waldron; Flora Ahn; Kevin Kostyk
Subject: RBC Prep Call -FRSONLY-
INTERNAL FR
Just confirming this afternoons call.
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Start:
End:
Location:
Mary Watkins
Scott Tkacz; Andrew Hartlage
RBC
Wednesday, March 25, 2015 3:00:00 PM
Wednesday, March 25, 2015 3:30:00 PM
Scott"s office
INTERNAL FR
Scott and Andrew,
How does tomorrow at 3 sound as a time to discuss our initial thoughts on RBCs application?
Thanks,
Mary
From:
To:
Subject:
'DWH
Mary Watkins
Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
RBC section 3 application
7XHVGD\0DUFK30
INTERNAL FR
All,
As you know, we have been assigned to RBCs sections 3(a)(1), (2) and (3) application. (b)(5)
touch base this week to discuss initial thoughts and next steps. I believe we are all free on Thursday at 11:30. Please let me
know if youd prefer a different time. The dial information is below:
(b)(5)
Dial In (b)(6)
Code:
Best,
Mary Watkins
Ext. 3722
Start:
End:
Recurrence:
(none)
Meeting Status:
Accepted
Organizer:
Required Attendees:
Optional Attendees:
Mary Watkins
Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Andrew Cohen; You Suk Kim
, Code:(b)(6)
INTERNALFR
All,
Asyouknow,wehavebeenassignedtoRBCssections3(a)(1),(2)and(3)application.(b)(5)
mightbehelpfulforustotouchbasethisweektodiscussinitialthoughtsandnextsteps.
IbelieveweareallfreeonThursdayat11:30.Pleaseletmeknowifyoudpreferadifferenttime.Thedialinformationis
below:
DialIn:(b)(6)
Code:
Best,
MaryWatkins
Ext.3722
From:
To:
Cc:
Subject:
Start:
End:
Location:
Mary Watkins
Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin; Melissa Vanouse
Andrew Cohen; You Suk Kim
RBC section 3 application
Thursday, March 26, 2015 11:00:00 AM
Thursday, March 26, 2015 12:00:00 PM
Dial In:(b)(6)
INTERNAL FR
All,
As you know, we have been assigned to RBCs sections 3(a)(1), (2) and (3) application. (b)(5)
touch base this week to discuss initial thoughts and next steps. I believe we are all free on Thursday at 11:30. Please let me
(b)(5)
know if youd prefer a different time. The dial information is below:
Dial In:(b)(6)
Code: 9
Best,
Mary Watkins
Ext. 3722
From:
To:
Subject:
Date:
Attachments:
Andrew Hartlage
Scott Tkacz; Mary Watkins
Recent draft materials -FRSONLY-
(b)(5)
(b)(5)
.docx
- pn edits.docx
sion.docx
-- awh edits.docx
RESTRICTED FR
Dear Scott and Mary:
Attached are copies of documents I have from recent cases (b)(5)
Best regards,
Andrew Hartlage
From:
To:
Subject:
Start:
End:
Location:
Scott Tkacz
Mary Watkins
Accepted: RBC -FRSONLYWednesday, March 25, 2015 3:00:00 PM
Wednesday, March 25, 2015 3:30:00 PM
Scott"s office
INTERNAL FR
This should work but I have a hard stop at 330 for another call.
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Scott Tkacz
Mary Watkins
Accepted: RBC -FRSONLYWednesday, March 25, 2015 3:00:00 PM
Wednesday, March 25, 2015 3:30:00 PM
Scott"s office
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Scott Tkacz
Mary Watkins
Accepted: RBC section 3 application -FRSONLYThursday, March 26, 2015 11:00:00 AM
Thursday, March 26, 2015 12:00:00 PM
Dial In: (b)(6)
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC
Tuesday, March 24, 2015 5:30:46 PM
From:
To:
Subject:
Date:
Mary Watkins
Andrew Hartlage
RE: RBC section 3 application -FRSONLYTuesday, March 24, 2015 6:31:45 PM
INTERNAL FR
Ill check with him.
Thanks,
Mary
From: Andrew Hartlage
Sent: Tuesday, March 24, 2015 5:24 PM
To: Mary Watkins
Subject: RE: RBC section 3 application -FRSONLY-
INTERNAL FR
In that case, perhaps you can check with Scott to see if we should invite Melissa.
From: Mary Watkins
Sent: Tuesday, March 24, 2015 5:21 PM
To: Andrew Hartlage
Subject: RE: RBC section 3 application -FRSONLY-
INTERNAL FR
I agree, but I didnt see anyone assigned from DCCA on EApps. I may just have been looking in the
wrong place
-----Original Appointment----From: Andrew Hartlage
Sent: Tuesday, March 24, 2015 5:08 PM
To: Mary Watkins
Subject: Accepted: RBC section 3 application -FRSONLYWhen: Thursday, March 26, 2015 11:30 AM-12:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Dial In: (b)(6)
INTERNAL FR
Thanks, Mary, it might make sense to invite our colleagues from DCCA.
INTERNALFR
OK.Ohandit'dbeniceifyoucanalsojointheconferencecallonRBC(YouKimisouttomm)
From: Andrew Cohen
Sent: Wednesday, March 25, 2015 7:14 PM
To: Chae Hee Shin
Not Responsive - Concerns an entirely unrelated application; also (b)(5)
Subject: Fw:
64
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: Conference Call to discuss RBC Consolidated capital ratios -FRSONLYWednesday, March 25, 2015 10:01:38 AM
INTERNAL FR
Thats fine. (b)(5)
vacation.
From:
To:
Cc:
Subject:
Date:
Attachments:
Whidbee, Robin
Brannon, Lisa
Davis, George; Yee, Rosalie
-FRSONLY- RBC/City National Structure Memo
Wednesday, March 25, 2015 10:06:04 AM
image003.png
Lisa, please do not forget to submit the memo to Structure today (b)(5)
you.
Robin Whidbee
Bank Applications Support Associate A
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720-5786 or
646.720.5786
Alt Tel: 212.720.8842
Mobile: 212.729.6496
Fax: 212.720.1608
Thank
From:
To:
Subject:
INTERNAL FR
Joshua Sherwin
Mary Watkins
Accepted: RBC section 3 application -FRSONLY-
INTERNALFR
65
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Scott Tkacz
Mary Watkins
Accepted: RBC section 3 application -FRSONLYThursday, March 26, 2015 11:00:00 AM
Thursday, March 26, 2015 12:00:00 PM
Dial In: (b)(6)
From:
To:
Subject:
Date:
Attachments:
Brannon, Lisa
Davis, George
RBC Kick-off meeting attendees -FRSONLYWednesday, March 25, 2015 12:29:08 PM
image003.png
image004.png
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RE: RBC Transfer Memo
Wednesday, March 25, 2015 1:15:48 PM
LEGALDOCS-555818.docx.drf
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: Question about RBC capital -FRSONLYWednesday, March 25, 2015 1:17:00 PM
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Wednesday, March 25, 2015 1:16 PM
To: Betsy Howes-Bean
Subject: RE: Question about RBC capital -FRSONLY-
INTERNAL FR
(b)(5)
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Pat Soriano
Sent: Wednesday, March 25, 2015 12:52 PM
To: David Fenton
Cc: Betsy Howes-Bean
Responsive - concerns entirely unrelated applications/matters
Subject: Not
involving other institutions; also (b)(5)
INTERNAL FR
David
(b)(5)
(b)(5)
Thank you.
Pat
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
From:
To:
Subject:
Start:
End:
Location:
When: Wednesday, March 25, 2015 1:30 PM-2:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: NY-RM-27FRP Bank Applications
Note: The GMT offset above does not reflect daylight saving time adjustments.
*~*~*~*~*~*~*~*~*~*
From:
To:
Cc:
Subject:
Date:
Hi Lisa,
I have called in but don't seemed to be connected to the meeting. Thanks.
Best,
Dong
From:
To:
Subject:
Date:
Thanks, (b)(5)
Thanks!
Dong
----- Original Message ----From: De, Rajlakshmi
Sent: Wednesday, March 25, 2015 02:20 PM
To: Choi, Dong Beom
Subject: RE: RB canada
Yeah, they didn't have a call line open but we should be fine. (b)(5)
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Melissa Vanouse
Mary Watkins
Accepted: FW: RBC section 3 application -FRSONLYThursday, March 26, 2015 11:00:00 AM
Thursday, March 26, 2015 12:00:00 PM
Dial In: (b)(6)
From:
To:
Subject:
Start:
End:
Location:
Davis, George
Watkins, Mary L (Board)
Accepted: FW: RBC section 3 application
Thursday, March 26, 2015 11:00:00 AM
Thursday, March 26, 2015 12:00:00 PM
Dial In: (b)(6)
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Melissa Vanouse
Peggy Naulty
RE: Royal Bank of Canada-City National Merger -FRSONLYWednesday, March 25, 2015 3:52:46 PM
INTERNAL FR
It doesnt appear to be flagged, but Im not totally sure Im looking at the right thing.
INTERNAL FR
This case doesnt appear in E-Apps for me, but Peggy would be assigned (her FRB is SF), so Ill invite
her.
Does it appear from your end that DCCA is flagged? Its not in my E-Apps
Thanks,
Melissa
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
INTERNAL FR
Hi Melissa,
I hope youre doing well. Last week, we received the section 3 applications from Royal Bank of
Canada in connection with its acquisition City National Corporation (Los Angeles, CA), a Board
Action case since it exceeds the financial stability delegation thresholds. (b)(5)
. Board staff
assigned to the case are planning to have a kick-off call tomorrow morning at 11 to discuss initial
impressions of the application, do some issue-spotting, and plan next steps. We noted that there
was no DCCA analyst assigned to the case yetare you planning to assign someone?
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Melissa Vanouse; Mary Watkins; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Andrew Cohen; You Suk Kim
RE: RBC section 3 application -FRSONLYWednesday, March 25, 2015 :: PM
INTERNAL FR
It is E-Apps #24989 and AMPS #91342 (if that helps).
_____________________________________________
From: Melissa Vanouse
Sent: Wednesday, March 25, 2015 3:4 PM
To: Scott Tkacz; Mary Watkins; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLYINTERNAL FR
Hi,
I dont see this in E-Apps?
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In: (b)(6)
INTERNAL FR
Hello Melissa,
I believe Scott Tkacz reached out to you earlier today regarding a call we have set up to
discuss initial thoughts on RBCs section 3(a)(1), (2), and (3) application. According to EApps,
no one from DCCA has been assigned to this application yet. Hopefully you or someone from
your team can participate tomorrow. The dial in information is below:
Dial In: (b)(6)
Code: (b)(6)
Best,
Mary Watkins
Ext. 3722
-----Original Appointment----From: Mary Watkins
Sent: Tuesday, March 24, 2015 4:44 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In:(b)(6)
All,
As you know, we have been assigned to RBCs sections 3(a)(1), (2) and (3) application. (b)(5)
(b)(5)
touch
base this week to discuss initial thoughts and next steps. I believe we are all free on Thursday
at 11:30. Please let me know if youd prefer a different time. The dial information is below:
From:
To:
Subject:
Date:
Peggy Naulty
Melissa Vanouse
RE: RBC section 3 application -FRSONLYWednesday, March 25, 2015 4:26:16 PM
INTERNAL FR
The target City National is in California. From E-Apps:
Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the
Bank Holding Company Act of 1956, as amended.
_____________________________________________
From: Melissa Vanouse
Sent: Wednesday, March 25, 2015 4:21 PM
To: Peggy Naulty
Subject: RE: RBC section 3 application -FRSONLYINTERNAL FR
(b)(5)
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
_____________________________________________
From: Peggy Naulty
Sent: Wednesday, March 25, 2015 4:20 PM
To: Melissa Vanouse
Subject: RE: RBC section 3 application -FRSONLYINTERNAL FR
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
_____________________________________________
From: Scott Tkacz
Sent: Wednesday, March 25, 2015 3:5 PM
To: Melissa Vanouse; Mary Watkins; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain
on March 25, 2015 at 3:53pm (above).
_____________________________________________
From: Melissa Vanouse
Sent: Wednesday, March 25, 2015 3:47 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
3:53pm (above).
Ext. 3722
-----Original Appointment----From: Mary Watkins
Sent: Tuesday, March 24, 2015 4:44 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In: (b)(6)
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
3:53pm (above).
From:
To:
Cc:
Subject:
Date:
Alison Thro
Scott Tkacz
Andrew Hartlage; Mary Watkins
RE: RBC Case -FRSONLYWednesday, March 25, 2015 4:27:48 PM
INTERNAL FR
I just flagged the case for DCCA. Hopefully, Melissa can now access the file.
From: Scott Tkacz
Sent: Wednesday, March 25, 2015 4:14 PM
To: Alison Thro
Cc: Andrew Hartlage; Mary Watkins
Subject: RBC Case -FRSONLY-
INTERNAL FR
Alison,
DCCA has not assigned an analyst to the RBC-City National case, and Melissa V. is having a hard time
accessing the matter on E-Apps to assign it. She has asked if the case has been flagged for DCCA,
and I dont think it has, but Im not sure how to be helpful in fixing that issue.
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From:
To:
Cc:
Subject:
Date:
Attachments:
Importance:
Betsy Howes-Bean
Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
Pat Soriano
FW: (b)(5)
_March 2015.docx -FRSONLYWednesday, March 25, 2015 4:28:17 PM
_March 2015_v2.docx
(b)(5)
From:
To:
Subject:
Date:
Scott Tkacz
Melissa Vanouse; Mary Watkins; Andrew Hartlage
RE: RBC section 3 application -FRSONLYWednesday, March 25, 2015 4:28:55 PM
INTERNAL FR
Alison has flagged the matter for DCCA on E-Apps; please check whether you can now access
it.
--Scott
_____________________________________________
From: Melissa Vanouse
Sent: Wednesday, March 25, 2015 3:54 PM
To: Scott Tkacz; Mary Watkins; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLYINTERNAL FR
Mysteries not popping up
Here with a colleague so were both not having success at finding this.
Please confirm DCCA was flagged.
Thanks,
Melissa
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
_____________________________________________
From: Scott Tkacz
Sent: Wednesday, March 25, 2015 3:5 PM
To: Melissa Vanouse; Mary Watkins; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on
March 25, 2015 at 3:53pm (above).
_____________________________________________
From: Melissa Vanouse
Sent: Wednesday, March 25, 2015 3:47 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RE: RBC section 3 application -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at 3:53pm (above).
All,
, Code: (b)(6)
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at 3:53pm
(above).
From:
To:
Subject:
Date:
Melissa Vanouse
Andrew Hartlage; Mary Watkins
FW: Transferred Board Action Filing (24989) for Assignment -FRSONLYWednesday, March 25, 2015 4:30:14 PM
INTERNAL FR
FYI
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
INTERNAL FR
Finally just got the EApps notification
(b)(5)
Thanks,
Melissa w
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Cc:
Subject:
Date:
Attachments:
Brannon, Lisa
toumeyd@sullcrom.com
Davis, George; Yee, Rosalie
Acknowledgement - Royal Bank of Canada
Wednesday, March 25, 2015 4:48:59 PM
ACK_RBC.pdf
image002.png
Good day,
Please see the attached letter acknowledging your application by Royal Bank of Canada, Montreal,
Canada and its direct, wholly-owned subsidiary, RBC USA Holdco, New York, New York, to acquire
City National Corporation and indirectly acquire City National Bank, both of Los Angeles, California,
pursuant to Sections 3(a)(1), (2) and (3) of the Bank Holding Company Act of 1956, as amended. If
you have any questions, please contact George Davis, at (221) 720-1711 and Rosalie Yee, at (212)
720-2740.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
Notaro, Rosanne
Watkins, Mary L (Board)
RE: FW: RBC section 3 application
Wednesday, March 25, 2015 5:43:34 PM
INTERNAL FR
Ok sounds good.
_____________________________________________
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Wednesday, March 25, 2015 5:12 PM
To: Notaro, Rosanne
Subject: RE: FW: RBC section 3 application
INTERNAL FR
Thanks, Rosanne. Im glad you can make it (at least for some portion). Weve really just taken
a first look through everything (b)(5)
.
-----Original Appointment----From: Rosanne Notaro (FRS)
Sent: Wednesday, March 25, 2015 3:59 PM
To: Mary Watkins
Subject: Tentative: FW: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In: (b)(6)
, Code:(b)(6)
Mary thanks very much for the invite. It would be great to coordinate and share initial
thoughts on a call w/ Board staff (and in my case, it will almost certainly be pure listening,
(b)(5)
).
p.s. If for some reason, Im not on or late, I have a meeting beforehand that might go long,
but thanks again for including us.
From:
To:
Subject:
Start:
End:
Location:
Scott Tkacz
Andrew Hartlage; Mary Watkins
Complete RBC discussion -FRSONLYThursday, March 26, 2015 10:40:00 AM
Thursday, March 26, 2015 11:00:00 AM
Scott"s Office
INTERNAL FR
I have a meeting from 10-1030, which may run over, so lets plan for 1040.
From:
To:
Subject:
Start:
End:
Location:
Andrew Hartlage
Scott Tkacz
Accepted: Complete RBC discussion -FRSONLYThursday, March 26, 2015 10:40:00 AM
Thursday, March 26, 2015 11:00:00 AM
Scott"s Office
From:
To:
Subject:
Date:
Peggy Naulty
Andrew Hartlage
Re: RBC section 3 application
Wednesday, March 25, 2015 6:38:15 PM
Thanks
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Andrew Hartlage
Sent: Wednesday, March 25, 2015 5:47 PM
To: Peggy Naulty
Cc: Scott Tkacz; Mary Watkins
Subject: Fw: RBC section 3 application
Hello, Peggy, in connection with Melissa's email of earlier today, I forward to you the
invitation to the staff call on the Royal Bank of Canada case. Thanks.
Best regards,
Andrew Hartlage
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From:
To:
Subject:
Date:
Attachments:
Althea Pieters
Joshua Sherwin
FW: Kick-off meeting at Board on RBC application -FRSONLYThursday, March 26, 2015 9:23:18 AM
image001.png
image003.png
INTERNAL FR
Hi Joshua,
Please see email below. Can you confirm if the content of the email is correct. If so, is it possible for
Kwayne or myself to attend. I am telecommuting today.
Thanks,
Althea
From: Silvia Parks (FRS)
Sent: Wednesday, March 25, 2015 6:13 PM
To: Althea Pieters
Subject: Kick-off meeting at Board on RBC application -FRSONLYHi Althea,
I believe there is a meeting at the Board tomorrow morning on this. Will you be attending? Thanks.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
De, Rajlakshmi
Yee, Rosalie
RE: RBC section 3 application
Thursday, March 26, 2015 9:26:00 AM
INTERNAL FR
Hi Rosalie,
I cant join the call today, but please let me know if theres any information that affects
Researchs role. (b)(5)
Thank you!
Best,
Raj
-----Original Appointment----From: Yee, Rosalie On Behalf Of Watkins, Mary L (Board)
Sent: Wednesday, March 25, 2015 3:56 PM
To: De, Rajlakshmi; Parks, Silvia; Davis, George
Subject: FW: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Dial In: (b)(6)
, (b)(6)
, Code:(b)(6)
Board staff is having an internal meeting tomorrow; you are welcome to join us. If you
cant make it, well fill you in.
-----Original Appointment----From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Wednesday, March 25, 2015 3:50 PM
To: Mary Watkins; Yee, Rosalie; Notaro, Rosanne; Davis, George; Scott Tkacz; Andrew Hartlage; Joshua
Sherwin; Chae Hee Shin; Melissa Vanouse
Cc: Andrew Cohen; You Suk Kim
Subject: FW: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Dial In: (b)(6)
, Code:(b)(6)
INTERNAL FR
Rosalie, Rosanne, and George,
If you are available, Board staff is having a call to discuss initial thoughts and planning
regarding RBCs section 3(a)(1), (2), and (3) application. Please feel free to join if you are
available, and/or forward to the appropriate applications or legal staff in NY. The dial-in
information is below:
Dial In: (b)(6)
Code: (b)(6)
Best,
Mary
-----Original Appointment----From: Mary Watkins
Sent: Tuesday, March 24, 2015 4:44 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin
Cc: Andrew Cohen; You Suk Kim
Subject: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In:(b)(6)
, Code: (b)(6)
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at 3:53pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Althea Pieters
Joshua Sherwin
Betsy Howes-Bean
FW: Kick-off meeting at Board on RBC application -FRSONLYThursday, March 26, 2015 9:28:24 AM
image001.png
image003.png
INTERNAL FR
Hi Joshua,
Please see email below. Can you confirm if the content of the email is correct. If so, is it possible for
me to listen to the meeting? Is there a call in number? I am telecommuting today.
Thanks,
Althea
From: Silvia Parks (FRS)
Sent: Wednesday, March 25, 2015 6:13 PM
To: Althea Pieters
Subject: Kick-off meeting at Board on RBC application -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 26, 2015 at 9:23am (above).
From:
To:
Cc:
Subject:
INTERNAL FR
This is the call in information for the call this morning.
-----Original Appointment----From: Mary Watkins
Sent: Tuesday, March 24, 2015 4:44 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin; Melissa Vanouse
Cc: Andrew Cohen; You Suk Kim
Subject: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where: Dial In: (b)(6)
, Code:(b)(6)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
3:53pm (above).
From:
To:
Subject:
Date:
Mary Watkins
Joshua Sherwin
RE: RBC section 3 application -FRSONLYThursday, March 26, 2015 10:00:03 AM
INTERNAL FR
Sure, but it looks like you did already. They are appearing on my outlook invitation. Let me
know if youd like me to forward it to them again.
_____________________________________________
From: Joshua Sherwin
Sent: Thursday, March 26, 2015 9:49 AM
To: Mary Watkins
Subject: RE: RBC section 3 application -FRSONLYINTERNAL FR
Mary can you invite Althea Peters and Kwayne Jennings from BS&R as well?
-----Original Appointment----From: Mary Watkins
Sent: Tuesday, March 24, 2015 4:44 PM
To: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin; Melissa
Vanouse
Cc: Andrew Cohen; You Suk Kim
Subject: RBC section 3 application
When: Thursday, March 26, 2015 11:00 AM-12:00 PM (UTC-05:00) Eastern Time (US &
Canada).
Where: Dial In: (b)(6)
, Code: (b)(6)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
3:53pm (above).
From:
To:
Subject:
Date:
Attachments:
INTERNAL FR
Althea,
I received an invite. I will try to dial in if I can get rid of a conflict I have.
(b)(8)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
INTERNAL FR
Hi Silvia,
Thanks. I will be attending the meeting. It is at 11:30 today.
I will let you know what happened. (b)(5)
Not Responsive - concerns general supervisory matters not related
to the application; also (b)(5) & (8)
Lets talk on Monday about this. I am telecommuting today and will be out of the office
tomorrow. However, I can be reached on my BB.
Althea
From:
To:
Cc:
Subject:
Date:
Melissa Vanouse
Scott Tkacz
Charles Fleet; Peggy Naulty; Anthony Iwuji; Andrew Hartlage; Mary Watkins
RE: Transferred Board Action Filing (24989) for Assignment -FRSONLYThursday, March 26, 2015 10:44:13 AM
INTERNAL FR
HI all; apologies that Ill have to miss todays 11 am, but I will trust Peggy to cover and brief me.
Thanks!
Melissa
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
INTERNAL FR
Sounds good. Thank you.
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
4:30pm (above).
Thanks,
Melissa w
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Cc:
Subject:
Importance:
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
3:53pm (above).
INTERNAL FR
NowthatRBChasmadeanofficialapplication,(b)(5)
Legal/BS&RisgoingtoaskusifwehaveanyAInext^2
week.(b)(5)
Chaehee
----------------------------------------------Chaehee Shin
Economist
Division of Research and Statistics
Federal Reserve Board of Governors
Washington, DC 20551
202-452-3508
From:
To:
Cc:
Subject:
Date:
Attachments:
INTERNAL FR
YouKim and I will go over them.
Chaehee
----------------------------------------------Chaehee Shin
Economist
Division of Research and Statistics
Federal Reserve Board of Governors
Washington, DC 20551
202-452-3508
Royal Bank of Canada's 208-page Annual Report for the year 2014 is
publicly available and has not been reproduced here. You may access the
208-page Annual Report for the year 2014 at the following location:
http://www.rbc.com/investorrelations/pdf/ar_2014_e.pdf
City National Corp.'s 17-page Summary Annual Report for the year 2013
is publicly available and has not been reproduced here. You may access
the 17-page 2013 Summary Annual Report at the following location:
https://www.cnb.com/SiteCollectionDocuments/annual-report/cyn_ar13.pdf
From:
To:
Subject:
Date:
Davis, George
Sherwin, Joshua M (Board) (joshua.m.sherwin@frb.gov)
RBC -FRSONLYThursday, March 26, 2015 12:32:26 PM
Rosalie is free all afternoon. What time works for you for a call?
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Bcc:
Subject:
Date:
Charles Fleet
Peggy Naulty
Charles Fleet
RE: Summary of call today on Royal Bank of Canada, Montreal, Canada /City National Corp. -FRSONLYThursday, March 26, 2015 12:45:39 PM
RESTRICTED FR
Excellent!please see one little edit in the blurb about (b)(5)
Steps (my suggestions are in red)
RESTRICTED FR
Charles, do you have anything to add to this?
Royal Bank of Canada (RBC), a foreign financial holding company located in Montreal, has applied
to acquire City National Corporation and its subsidiary, City National Bank, both in Los Angeles. RBC
has also applied to form a U.S. holding company, RBC USA Holdco, over City National Bank.
Name
RBC
RBC Bank
Georgia, N.A.,
Atlanta
RBC USA
Holdco
City National
Corporation,
Los
City National
Bank
The conference call today with NY RB applications and supervision staff, BS&R, R&S and Board Legal
was to discuss any initial thoughts/concerns we know about at this time. The discussion is
summarized below by topic.
-
From:
To:
Cc:
Subject:
Date:
Attachments:
Davis, George
Fergus, Troy E
Yee, Rosalie
RBC/City National -FRSONLYThursday, March 26, 2015 1:21:24 PM
Application_Royal Bank of Canada_3-16-15 (Email Copy).pdf
Troy,
Attached is the application for the above referenced transaction. I will send you the transfer memo
once it has been completed.
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
DUPLICATE - The attachment is a PDF copy of the email chain dated March 17,
2015 at 11:30am transmitting the application, which was already addressed (above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
Re: RBC/City National -FRSONLYThursday, March 26, 2015 1:44:30 PM
Troy,
DUPLICATE - An identical copy of this email is contained in the email chain on March 26, 2015 at
1:21pm (above).
From:
To:
Bcc:
Subject:
Date:
Charles Fleet
Melissa Vanouse; Peggy Naulty
Charles Fleet
RE: Summary of Conference Call today on RBC/City National -FRSONLYThursday, March 26, 2015 4:56:27 PM
RESTRICTED FR
Hi Melissa,
Peggy and I talked and were happy to work as a team and be co-assigned on this so we can each get
all the relevant documentation. Thanks for asking our preference.
-Charles
From: Melissa Vanouse
Sent: Thursday, March 26, 2015 4:26 PM
To: Peggy Naulty
Cc: Charles Fleet
Subject: RE: Summary of Conference Call today on RBC/City National -FRSONLY-
RESTRICTED FR
(b)(5)
I know that Charles has appreciated co-assigning cases recently shall I assign both of you?
Or, please indicate if you have strong views on being assigned to this.
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
RESTRICTED FR
Royal Bank of Canada (RBC), a foreign financial holding company located in Montreal, has applied
to acquire City National Corporation and its subsidiary, City National Bank, both in Los Angeles. RBC
has also applied to form a U.S. holding company, RBC USA Holdco, over City National Bank.
Name
RBC
RBC Bank
Georgia, N.A.,
Atlanta
RBC USA
Holdco
City National
Corporation,
Los
City National
Bank
The conference call today with NY RB applications and supervision staff, BS&R, R&S and Board Legal
was to discuss any initial thoughts/concerns we know about at this time. The discussion is
summarized below by topic.
-
From:
To:
Subject:
Date:
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on March 26, 2015 at 11:18am
(above).
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RBC -FRSONLYFriday, March 27, 2015 11:08:53 AM
LEGALDOCS-555818.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan; Steffey, Brian
RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of business- FRSONLYFriday, March 27, 2015 5:12:52 PM
Royal Bank of Canada filed an application to acquire City National Corporation and its wholly
owned national bank subsidiary, City National Bank, both of Los Angeles, California for
approximately $5.4 bb ($2.7 bb cash, about 41.36 million RBC shares in 50-50 cash-stock
transaction). This is RBCs second foray into the US domestic bank market. In 2012, RBC sold
RBC Bank, its US bank at the time to PNC for about $3.47 bb. (b)(5)
.
_____________________________________________
From: Hurwitz, Ivan
Sent: Friday, March 27, 2015 12:27 PM
To: Yee, Rosalie; Steffey, Brian
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
Please let me know if you have anything for the next FISG Report.
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Friday, March 27, 2015 11:50 AM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver, Robert;
Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan; Bozelli,
Shannon; Lettsome, Aisha; Weaver, Robert; McGee, Richard; Zhang, Agata; Muetzel, Kirsten; Bohn,
James; Tighe, Maureen C; Ballinger, Susan G; Brown, Annette; Flynn, Amy; Vartelskaya, Aleksandra;
Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson, Milt; Kohlligian, AnnMarie; Shankar,
Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Elder, Daniel; Ballinger, Susan G; Cipullo,
Edward; Thompson, Richard
Subject: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
All,
The next submission deadline for the FISG and LISCC Reports is close of business Monday,
March 30. Please submit content directly to the dedicated NY FISG Report email box.
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting Info for
the Financial Institution Supervison Group Reports; also (b)(5).
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting
Info for the Financial Institution Supervison Group Reports; also (b)(5).
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
FW: CONFIDENTIAL- RBC Capital Ratios
Friday, March 27, 2015 5:30:23 PM
Capital ratios with insurance for Hudson branch.xls
(b)(5)
Estimated Basel III Ratios - under the Standardized Approach - excluding Insurance Assets
(in millions CAD)
Estimated Basel III
Standardized
Common Equity Tier 1 capital (CET1) - Basel III
Basel I RWA
CET1 ratio
Tier 1 capital - Basel III
Basel I RWA
Tier 1 capital ratio
Total Capital - Basel III
Basel I RWA
Total Capital ratio
$36,406
(b)(4)
$42,202
(b)(4)
$50,020
(b)(4)
BIII RWA
$42,202
$369,976
11.41%
BIII RWA
$50,020
$372,050
13.44%
BIII RWA
Note: Above figures reflect OSFI's Capital Adequacy requirements under Basel III & Basel I. In addition, RBC reports under IFRS accounting rules and therefore uses
(b)(4)
settlement date accounting.
Insurance
assets are excluded as per Basel III guidelines.
Estimated Basel III Ratios - under the Standardized Approach - including Insurance Assets
(in millions CAD)
Estimated Basel III
Standardized with
Insurance estimated
adjustment
Common Equity Tier 1 capital (CET1) - Basel III
Basel I RWA
CET1 ratio
(b)(4)
(b)(4)
(b)(4)
$36,406
$42,202
$50,020
$42,202
BIII RWA
$50,020
BIII RWA
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC/City National
Monday, March 30, 2015 12:07:47 PM
Do you want to say we had kick off meeting and are working on AI questions? Thanks.
From:
To:
Subject:
Date:
Attachments:
Yee, Rosalie
Brannon, Lisa
RE: Updated Pending List -FRSONLYMonday, March 30, 2015 12:08:19 PM
image001.png
The list is ok from my end. I asked George to update RBC/City National. Thanks.
From: Brannon, Lisa
Sent: Monday, March 30, 2015 11:48 AM
To: Hurwitz, Ivan; Steffey, Brian; Whidbee, Robin; Yee, Rosalie
Subject: Updated Pending List -FRSONLY-
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
The "pending list" is attached to the next email (after this one).
From:
To:
Subject:
Date:
Attachments:
Meadow, Patricia
Parks, Silvia; Arbuthnott, Marilyn; Riva, Luis
FW: Bank Applications Pending List for week of 3/23/15 through 3/27/15 -FRSONLYMonday, March 30, 2015 4:17:44 PM
Pending List_3-30-15.pdf
image001.png
image002.png
RBC is on p. 26
RESTRICTED FR
M...917.287.7504
E--.patricia.meadow@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
RESTRICTED FR
The attached Pending List is organized in 3 sections (sorted alphabetically by institution
name):
1) Filings Received
2) Filings Completed
3) Filings Pending
If you have any questions/comments, please contact the analyst directly.
If you no longer wish to be on this Recipient List, please let me know.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
27-page attachment withheld in full pursuant to exemptions 4 & 5. In addition, only one
of the 27 pages discusses RBC. The remaining 26 pages concern entirely unrelated
institutions and, therefore, are not responsive to the FOIA request.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean
RE: CONFIDENTIAL- RBC Capital Ratios -FRSONLYTuesday, March 31, 2015 9:56:19 AM
INTERNAL FR
Yes. Put something your calendar?
From: Betsy Howes-Bean
Sent: Tuesday, March 31, 2015 9:54 AM
To: Joshua Sherwin
Subject: RE: CONFIDENTIAL- RBC Capital Ratios
Importance: High
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at 5:30pm
(above).
From:
To:
Subject:
Date:
Attachments:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RBC FR Publication -FRSONLYTuesday, March 31, 2015 12:20:13 PM
2015-06925.pdf
RESTRICTED FR
Dear Scott and Mary:
Attached is the FR publication for the RBC/City National matter.
(b)(5)
.
Best regards,
Andrew Hartlage
From:
To:
Subject:
Date:
Pat Soriano
Joshua Sherwin
RE: (b)(5)
_March 2015.docx -FRSONLYTuesday, March 31, 2015 12:20:42 PM
INTERNAL FR
Hi apart from RBC, did you have any other cases on the spreadsheet circulated by Betsy in her
original email from last week?
(Ive gotten updated info from others so just checking if I should expect an update from you.
Thanks.
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
INTERNAL FR
Hi any updates on this that you can send me?
Thanks. Pat
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
From:
To:
Subject:
Date:
Attachments:
Charles Fleet
Peggy Naulty
please look over these possible RBC AI questions to go in BS&R/Legal"s omnibus letter before we send to Melissa
-FRSONLYTuesday, March 31, 2015 1:11:07 PM
DCCA POSSIBLE QUESTIONS FOR RBC AI LETTER.docx
RESTRICTED FR
Would be good to get these to Melissa say tomorrow by 10am to give her time to give us back
comments in hopes we can send to Legal before we both leave Thursday
Charles Fleet
Senior Supervisory Consumer Financial Services Analyst
Division of Consumer and Community Affairs
Federal Reserve Board
202-452-2776
From:
To:
Cc:
Subject:
Date:
Attachments:
Joshua Sherwin
Michael Waldron; Kevin Kostyk; Flora Ahn
Betsy Howes-Bean
FW: CONFIDENTIAL- RBC Capital Ratios
Tuesday, March 31, 2015 1:50:03 PM
Capital ratios with insurance for Hudson branch.xls
Hi All,
(b)(5)
(b)(5)
Thanks
From: Russell, Amelia [mailto:arussell@debevoise.com]
Sent: Friday, March 27, 2015 5:25 PM
To: Joshua Sherwin
Cc: Rosalie Yee (FRS); Lyons, Gregory J.
Subject: CONFIDENTIAL- RBC Capital Ratios
DUPLICATE - An identical copy of this email and the 1-page attachment are contained in the email
chain on March 27, 2015 at 5:30pm (above). Accordingly, this duplicative email and the duplicative
1-page attachment have already been addressed.
DUPLICATE - An identical copy of this email and the 1-page attachment are contained in the email
chain on March 27, 2015 at 5:30pm (above). Accordingly, this duplicative email and the duplicative 1page attachment have already been addressed.
From:
To:
Subject:
Date:
Joshua Sherwin
Betsy Howes-Bean; Michael Waldron; Kevin Kostyk; Flora Ahn
RE: CONFIDENTIAL- RBC Capital Ratios -FRSONLYTuesday, March 31, 2015 2:29:45 PM
INTERNAL FR
(b)(5) In addition, this sentence pertains solely to RBC's branch application, and therefore, would not be responsive to the
FOIA request.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Tuesday, March 31, 2015 2:22 PM
To: Michael Waldron; Kevin Kostyk; Flora Ahn
Cc: Betsy Howes-Bean
Subject: RE: CONFIDENTIAL- RBC Capital Ratios
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at
5:30pm (above).
***********************
This e-mail message is intended only for the use of the individual or entity to which it is addressed
and may contain information that is privileged, confidential and exempt from disclosure. If you are
not the intended recipient, please do not disseminate, distribute or copy this communication, by email or otherwise. Instead, please notify us immediately by return e-mail (including the original
message in your reply) and by telephone (you may call us collect in New York at 1-212-909-6000)
and then delete and discard all copies of the e-mail. Thank you.
From:
To:
Subject:
Date:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RE: RBC FR Publication -FRSONLYTuesday, March 31, 2015 3:19:40 PM
RESTRICTED FR
Thanks, Scott, I just talked with Pam about it while checking about another caseshe told me a
(b)(5)
.
I will be out of the office beginning tomorrow and running through the rest of the week, so if I dont
see you, happy Easter!
Best regards,
Andrew Hartlage
From: Scott Tkacz
Sent: Tuesday, March 31, 2015 3:16 PM
To: Andrew Hartlage; Mary Watkins
Subject: RE: RBC FR Publication -FRSONLY-
RESTRICTED FR
Thanks for checking that, Andrew. I think generally the rule of thumb that (b)(5)
But we should definitely get Pams view since she is the last word on
these questions.
RESTRICTED FR
Dear Scott and Mary:
DUPLICATE - An identical copy of this email is contained in the email chain on March 31, 2015 at
12:20pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 31, 2015 at
12:20pm (above).
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Pat Soriano
_March 2015_v2.docx -FRSONLYTuesday, March 31, 2015 5:07:03 PM
(b)(5)
March 2015_v2.docx
(b)(5)
INTERNAL FR
Sorry for the delay!
From:
To:
Subject:
Date:
Attachments:
Pat Soriano
Betsy Howes-Bean; Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
RE: (b)(5)
_March 2015.docx -FRSONLYTuesday, March 31, 2015 5:23:52 PM
(b)(5)
March 2015_v3.docx
INTERNAL FR
Betsy, here is the updated chart.
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
From:
To:
Subject:
Date:
Attachments:
Pat Soriano
Betsy Howes-Bean; Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
RE: (b)(5)
_March 2015.docx -FRSONLYTuesday, March 31, 2015 5:35:49 PM
_March 2015_v3.docx
(b)(5)
INTERNAL FR
Whoops, sent the wrong version this one should be the most current.
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
INTERNAL FR
Betsy, here is the updated chart.
___________________________________________________________________________________
Patricia (Pat) Soriano
Board of Governors of the Federal Reserve System
International Banking Acquisitions & Activities
Division of Banking Supervision and Regulation
202-728-5878 |
202-997-7313 | * pat.soriano@frb.gov
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: RBC Transfer Memo
Wednesday, April 01, 2015 10:18:02 AM
From:
To:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan
Re: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of business- FRSONLYWednesday, April 01, 2015 12:36:29 PM
(b)(5)
(b)(5)
_____________________________________________
From: Yee, Rosalie
Sent: Wednesday, April 01, 2015 12:01 PM
To: Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
RBC US HoldCo currently is not a BHC; it hold some non banking subsidiaries. The remnant of
the RBCs George bank is not held in RBC US HoldCo.
(b)(5)
_____________________________________________
From: Hurwitz, Ivan
Sent: Wednesday, April 01, 2015 11:03 AM
To: Yee, Rosalie
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Wednesday, April 01, 2015 10:47 AM
To: Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
(b)(5)
. Thanks
Brant
++++
(b)(5)
_____________________________________________
From: Hurwitz, Ivan
Sent: Tuesday, March 31, 2015 2:57 PM
To: NY FISG Report
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
I had mentioned that we might have another item for inclusion in the report, however, it turns
out that the item is not ripe for inclusion yet.
_____________________________________________
From: Hurwitz, Ivan
Sent: Sunday, March 29, 2015 9:19 PM
To: NY FISG Report
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
One item from Bank Applications is below. We may have another item Tuesday morning,
depending on how a meeting at the Board goes tomorrow.
Royal Bank of Canada filed an application to acquire City National Bank, Los Angeles,
California, for approximately $5.4 billion ($2.7 billion cash and approximately 41.36 million
RBC shares in 50-50 cash-stock transaction). This is RBCs second foray into the U.S. domestic
bank market. In 2012, RBC sold RBC Bank (previously known as Centura Bank), its U.S. bank at
the time, to PNC for about $3.47 billion. (b)(5)
.
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Friday, March 27, 2015 11:50 AM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver, Robert;
Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan; Bozelli,
Shannon; Lettsome, Aisha; Weaver, Robert; McGee, Richard; Zhang, Agata; Muetzel, Kirsten; Bohn,
James; Tighe, Maureen C; Ballinger, Susan G; Brown, Annette; Flynn, Amy; Vartelskaya, Aleksandra;
Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson, Milt; Kohlligian, AnnMarie; Shankar,
Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Elder, Daniel; Ballinger, Susan G; Cipullo,
Edward; Thompson, Richard
Subject: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 27,
2015 at 5:12pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at 5:12pm
(above).
From:
To:
Subject:
Date:
Thank you
_____________________________________________
From: Hurwitz, Ivan
Sent: Wednesday, April 01, 2015 12:40 PM
To: NY FISG Report
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
(b)(5)
(b)(5)
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Wednesday, April 01, 2015 10:47 AM
To: Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at 12:36pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
12:36pm (above).
_____________________________________________
From: Hurwitz, Ivan
Sent: Tuesday, March 31, 2015 2:57 PM
To: NY FISG Report
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
12:36pm (above).
_____________________________________________
From: Hurwitz, Ivan
Sent: Sunday, March 29, 2015 9:19 PM
To: NY FISG Report
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
12:36pm (above).
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Friday, March 27, 2015 11:50 AM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver, Robert;
Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan; Bozelli,
Shannon; Lettsome, Aisha; Weaver, Robert; McGee, Richard; Zhang, Agata; Muetzel, Kirsten; Bohn,
James; Tighe, Maureen C; Ballinger, Susan G; Brown, Annette; Flynn, Amy; Vartelskaya, Aleksandra;
Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson, Milt; Kohlligian, AnnMarie; Shankar,
Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Elder, Daniel; Ballinger, Susan G; Cipullo,
Edward; Thompson, Richard
Subject: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at
5:12pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at
5:12pm (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Peggy Naulty
CCA Oversight and Supervision Admn; Maureen Yap; Annett Castro-Kirkpatrick
Melissa Vanouse
Weekly DCCA Applications Summary Report -FRSONLYWednesday, April 01, 2015 1:27:52 PM
DCCAAppSummary_u_M1MXN01__f32b62913403d631 (2).xls
RESTRICTED FR
Good morning,
Here is the DCCA Applications Summary Report for this week.
Peggy Naulty
Applications Section
Consumer Compliance Supervision Branch
Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
202 452-2088
peggy.naulty@frb.gov
From:
To:
Subject:
Date:
Yee, Rosalie
Hurwitz, Ivan
RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of business- FRSONLYWednesday, April 01, 2015 2:00:40 PM
(b)(5)
Just to be clear
. City
National is an FHC. RBC itself is an FHC.
(b)(5)
.
_____________________________________________
From: Hurwitz, Ivan
Sent: Wednesday, April 01, 2015 12:23 PM
To: Yee, Rosalie
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
(b)(5)
(b)(5)
_____________________________________________
From: Yee, Rosalie
Sent: Wednesday, April 01, 2015 12:01 PM
To: Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
RBC US HoldCo currently is not a BHC; it hold some non banking subsidiaries. The remnant of
the RBCs George bank is not held in RBC US HoldCo.
I
(b)(5)
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Wednesday, April 01, 2015 10:47 AM
To: Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
Hi Ivan-
_____________________________________________
From: Hurwitz, Ivan
Sent: Tuesday, March 31, 2015 2:57 PM
To: NY FISG Report
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
12:36pm (above).
_____________________________________________
From: Hurwitz, Ivan
Sent: Sunday, March 29, 2015 9:19 PM
To: NY FISG Report
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
12:36pm (above).
_____________________________________________
From: Andrews, Brant On Behalf Of NY FISG Report
Sent: Friday, March 27, 2015 11:50 AM
To: Calabia, Christopher; Green, Dana R; Dobbeck, Dianne; Maher, Dina; Hill, Homer; Lovisa, Jacqueline;
Sooklal, Jainaryan; Davis, Jeanmarie; Ingber, Jeffrey; Cardenas, Juan; Coffey, Kevin; Meadow, Patricia;
Cathcart, Ron; Chaly, Stephanie; Manzari, Steven J; Mirsky, Steven; Schneck, Karen; Malcarney, Kristin
H; Elder, Daniel; Holscher, Michael; NY FISG SSO; NY FISG DSO; Lovisa, Jacqueline; Santasiero, Ralph;
Koh, Michael; Vohra, Shivaji; Voigts, Jan; Schneck, Karen; Carlucci, William; Joniaux, Lisa; Schmedes,
Denise; Tsuboi, Christopher T; Hurwitz, Ivan; Lee, Joonho; Mahoney, Jim; Firestone, Kerri; Mandel,
Doug; Donovan, Gerard F; Tighe, Maureen C; Loncar, Patrick J; Malcarney, Kristin H; Ricketti, John;
Madias, Lydia A; Saylor, Clay; Simpson, Milt; Ferlazzo, Thomas; Gunshor, Joseph; Weaver, Robert;
Brown, Annette; Khot, Gayatri; Zhang, Agata; Hurwitz, Ivan; Paulino, Framil; Light, Jordan; Bozelli,
Shannon; Lettsome, Aisha; Weaver, Robert; McGee, Richard; Zhang, Agata; Muetzel, Kirsten; Bohn,
James; Tighe, Maureen C; Ballinger, Susan G; Brown, Annette; Flynn, Amy; Vartelskaya, Aleksandra;
Sanchez, Irene; Sheridan, Timothy; Daulton, Joshua R; Simpson, Milt; Kohlligian, AnnMarie; Shankar,
Seema; Garg, Lorena; Muetzel, Kirsten; Mehrotra, Priya; Elder, Daniel; Ballinger, Susan G; Cipullo,
Edward; Thompson, Richard
Subject: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of businessFRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on March 27, 2015 at 5:12pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on March 27,
2015 at 5:12pm (above).
From:
To:
Subject:
Date:
Attachments:
Importance:
Betsy Howes-Bean
Pat Soriano; Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS); Jevon Gordon
(b)(5)
document
Wednesday, April 01, 2015 2:45:58 PM
(b)(5)
April 1 2015.docx
April 1 2015 tracked.docx
High
(b)(4), (5) & (8). In addition, this information concerns entirely unrelated
applications/matters and is not responsive to the FOIA request.
(b)(4), (5) & (8). In addition, this information concerns entirely unrelated
applications/matters and is not responsive to the FOIA request.
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
The attachment "April 1 2015 tracked.docx" is six pages. Only one of the six pages
discusses RBC's application to acquire City National. That page has been withheld
in full pursuant to exemptions 4, 5 & 8. The remaining five pages concern entirely
unrelated applications/matters involving other institutions that are not responsive to
the FOIA request.
The attachment "April 1 2015.docx" is four pages. Only one of the four pages
discusses RBC's application to acquire City National. That page has been withheld
in full pursuant to exemptions 4, 5 & 8. The remaining three pages concern entirely
unrelated applications/matters involving other institutions that are not responsive to
the FOIA request.
From:
To:
Cc:
Subject:
Date:
Attachments:
Davis, George
Hurwitz, Ivan
Yee, Rosalie
RBC/City National -FRSONLYWednesday, April 01, 2015 2:53:34 PM
LEGALDOCS-555818.DOCx.drf
I have attached a draft of the transfer memo for the RBC/City National transaction for your review.
Please note: (b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
Seven page draft document withheld pursuant to exemptions 4, 5 & 8.
From:
To:
Subject:
Date:
Attachments:
Peggy Naulty
Charles Fleet
FW: revised RBC draft AI questions (tweaked q4)--please let me know by COB today if these are OK or if you
have edits/additions -FRSONLYWednesday, April 01, 2015 3:14:58 PM
DCCA POSSIBLE QUESTIONS FOR RBC AI LETTER 4-1-15 [pn].docx
RESTRICTED FR
Charles, I added some suggested questions similar to what we asked for in the (b)(5)
RESTRICTED FR
Peggy,
(b)(5)
Im pretty much out of pocket after this afternoon, so would like to get
these to Melissa by COB today. Please let me know if you are OK with these, have some more, have
edits, or whatever.
Thanks,
Charles
Charles Fleet
Senior Supervisory Consumer Financial Services Analyst
Division of Consumer and Community Affairs
Federal Reserve Board
202-452-2776
From:
To:
Cc:
Bcc:
Subject:
Date:
Attachments:
Charles Fleet
Melissa Vanouse
Peggy Naulty
Charles Fleet
draft RBC AI questions from Peggy and me for your review for omnibus AI -FRSONLYWednesday, April 01, 2015 4:29:27 PM
Draft DCCA Questions for RBC AI Letter 4-1-15.docx
RESTRICTED FR
Hi Melissa,
As we were saying at the section meeting, staff working on RBC/City National are developing AI
questions. (b)(5)
At any rate, could you please look these over and let us know if they seem OK and/or if you
have any edits/additions/comments. If you arent able to provide feedback before Peggy and me
are off on annual leave, please feel free to forward the draft questions with your comments on to
Scott Tkacz (hes leading the charge to collect these) or we can address your comments upon our
respective returns to the office (Im back next Wednesday and Peggy is back the following week).
Thanks,
Charles
Charles Fleet
Senior Supervisory Consumer Financial Services Analyst
Division of Consumer and Community Affairs
Federal Reserve Board
202-452-2776
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC CCAR
Wednesday, April 01, 2015 4:56:14 PM
From:
To:
Subject:
Date:
Attachments:
Mary Watkins
Scott Tkacz; Andrew Hartlage
RBC AI Draft
Wednesday, April 01, 2015 5:57:51 PM
RBC AIs 040115.docx
INTERNAL FR
Scott and Andrew,
Attached please find a draft of the AIs for RBC. Hopefully, Ive covered everything weve discussed.
Let me know if not.
Best,
Mary
From:
To:
Cc:
Subject:
Date:
Davis, George
Hurwitz, Ivan
Yee, Rosalie
RE: RBC/City National -FRSONLYThursday, April 02, 2015 8:43:19 AM
There are still comment bubbles on the latest version (#9). Is this ready for my review, and if so,
should I just ignore the comment bubbles?
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
2:53pm (above). The attachment that is referenced as "version #9" was also attached to that
email.
From:
To:
Subject:
Date:
Scott Tkacz
Joshua Sherwin
RE: Are you in the office today? -FRSONLYThursday, April 02, 2015 9:51:35 AM
INTERNAL FR
Sounds good. Mary wrote up our AI questions yesterday and Im going to take a look at them today.
Ok. I'm pulling together AI questions on the RBC/CNC matters and will send them to you and
Betsy by COB today.
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Scott Tkacz
Sent: Thursday, April 2, 2015 9:38 AM
To: Joshua Sherwin
Subject: RE: Are you in the office today? -FRSONLY-
INTERNAL FR
No, Im out tomorrow on my flex day.
Sure.
From: Joshua Sherwin
From:
To:
Subject:
Date:
Davis, George
Liu, Vivian
FW: RBC/City National -FRSONLYThursday, April 02, 2015 12:26:24 PM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Hurwitz, Ivan
Sent: Thursday, April 02, 2015 12:26 PM
To: Davis, George; Yee, Rosalie
Subject: RE: RBC/City National -FRSONLY-
Ive reviewed the memo and added my comments in a new version #10 of the memo in DM.
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at 2:53pm
(above).
From:
To:
Subject:
Date:
Davis, George
Liu, Vivian
FW: RBC/City National -FRSONLYThursday, April 02, 2015 12:28:58 PM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Thursday, April 02, 2015 12:28 PM
To: Davis, George
Subject: FW: RBC/City National -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 2, 2015 at
12:26pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
2:53pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April
1, 2015 at 2:53pm (above).
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
FW: RBC/City National -FRSONLYThursday, April 02, 2015 2:33:10 PM
We had kick-off style meeting with Board staff last week. We wanted to tailor the memo a little
based on that meeting.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Hurwitz, Ivan
Sent: Thursday, April 02, 2015 12:26 PM
To: Davis, George; Yee, Rosalie
Subject: RE: RBC/City National -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 2, 2015 at 12:26pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at 2:53pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 1, 2015 at
2:53pm (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Scott Tkacz
Mary Watkins
Andrew Hartlage
RBC -- AI Questions -FRSONLYThursday, April 02, 2015 3:54:26 PM
RBC AIs 040115.docx
INTERNAL FR
Mary,
Thanks for drafting the RBC AIs. Attached are my comments, please let me know what you think.
Josh Sherwin informed me that he is working on (or has drafted, not clear which) AI questions of his
own, so I think we should wait to see what he comes up with and maybe combine the letters if
possible and get them out early next week.
Thanks!
Scott
From:
To:
Cc:
Subject:
Date:
Davis, George
Sherwin, Joshua M (Board)
Yee, Rosalie
RBC/City National -FRSONLYThursday, April 02, 2015 4:06:22 PM
FYI We will be uploading a transfer memo later today or first thing tomorrow morning.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
The Seven Page Document Referenced in This Email Withheld Pursuant to Exemptions 4, 5
& 8.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Thursday, April 02, 2015 4:56 PM
To: Betsy Howes-Bean
Subject: Not Responsive - Pertains to Unrelated Matter; also (b)(5)
Thanks again
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Betsy Howes-Bean
Sent: Thursday, April 2, 2015 4:43 PM
To: Joshua Sherwin
Subject Not Responsive - Pertains to Unrelated Matter; also (b)(5)
Please send me an email with the status of all of your cases before you take off. Have a great
vacation!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Thursday, April 02, 2015 3:45 PM
To: Betsy Howes-Bean
Not Responsive - Pertains to Unrelated Matter; also (b)(5)
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Scott Tkacz
Andrew Hartlage
RE: RBC -- AI Questions -FRSONLYThursday, April 02, 2015 6:21:50 PM
RBC AIs 040115 (2) mlw.docx
INTERNAL FR
Scott and Andrew,
Attached please find a clean(er) draft of the AIs. I accepted the changes and had a few other
additions.
Please let me know what you think.
Thanks!
Mary
From: Scott Tkacz
Sent: Thursday, April 02, 2015 3:54 PM
To: Mary Watkins
Cc: Andrew Hartlage
Subject: RBC -- AI Questions -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 2, 2015 at 3:54pm
(above).
From:
To:
Cc:
Subject:
Date:
Mary Watkins
Scott Tkacz
Andrew Hartlage
RE: RBC -- AI Questions -FRSONLYFriday, April 03, 2015 9:44:09 AM
INTERNAL FR
Sure, Id be happy too. I dont think there is anything that cant wait until Monday.
Best,
Mary
From: Scott Tkacz
Sent: Friday, April 03, 2015 8:34 AM
To: Mary Watkins
Cc: Andrew Hartlage
Subject: Re: RBC -- AI Questions -FRSONLY-
Thanks Mary. I can't read the comment bubbles on my Blackberry, but if you think they are of
a nature that we can follow up on Monday, perhaps you can create a clean version and send
the draft to Josh Sherwin today? I would tell him that these are preliminary and haven't been
reviewed by senior staff, but we wanted to pass them along so he could see what we were
thinking--they are subject to change/modification. Let me know if you have any questions.
Thanks!
From: Mary Watkins
Sent: Thursday, April 2, 2015 6:21 PM
To: Scott Tkacz
Cc: Andrew Hartlage
Subject: RE: RBC -- AI Questions -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 2, 2015 at 6:21pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Joshua Sherwin
Scott Tkacz; Andrew Hartlage
RBC AI - Draft
Friday, April 03, 2015 10:18:03 AM
RBC AIs 040315 DRAFT.docx
INTERNAL FR
Hello Josh,
Attached please find a preliminary draft of some AI questions for RBC. Note that this draft has not
been reviewed by our senior staff yet, and thus is subject to change. We wanted to pass them along
to you now so that youd have a chance to see what we were planning on asking. If you have
suggestions or anything to add to this list, please let us know.
Thanks,
Mary
From:
To:
Subject:
Date:
Andrew Hartlage
Joshua Sherwin
Automatic reply: RBC AI - Draft -FRSONLYFriday, April 03, 2015 11:26:17 AM
From:
To:
Subject:
Date:
Mary Watkins
Joshua Sherwin; Scott Tkacz; Kathryn Haney (FRS)
RE: RBC AI - Draft -FRSONLYFriday, April 03, 2015 12:00:28 PM
INTERNAL FR
1:30 works for me as well.
From: Joshua Sherwin
Sent: Friday, April 03, 2015 12:00 PM
To: Scott Tkacz; Mary Watkins; Kathryn Haney (FRS)
Subject: RE: RBC AI - Draft -FRSONLY-
INTERNAL FR
1:30 would be ok. Scott, do you want to call my office and Ill conference Mary? Also, Kathryn Haney
who is on a rotation here from the Atlanta RB will be covering in my absence. Shell be joining us.
I(b)(5)
From: Scott Tkacz
Sent: Friday, April 03, 2015 11:49 AM
To: Joshua Sherwin; Mary Watkins
Subject: Re: RBC AI - Draft -FRSONLY-
Are you both free at 1 or 130? Probably easier to talk today if possible, and not interrupt your
time off.
From: Joshua Sherwin
Sent: Friday, April 3, 2015 11:30 AM
To: Scott Tkacz; Mary Watkins
Cc: Andrew Hartlage
Subject: RE: RBC AI - Draft -FRSONLY-
INTERNAL FR
Im out all of next week but I think we can schedule a call.
From: Scott Tkacz
Sent: Friday, April 03, 2015 11:28 AM
To: Joshua Sherwin; Mary Watkins
Cc: Andrew Hartlage
Subject: Re: RBC AI - Draft -FRSONLY-
INTERNAL FR
Thanks for sending this. Im currently working on my own set of questions which have some overlap
with yours. I also had a few questions about your questions. Are one or both of you here for the rest
of the day?
From: Mary Watkins
Sent: Friday, April 03, 2015 10:18 AM
To: Joshua Sherwin
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI - Draft
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
10:18am (above).
From:
To:
Subject:
Date:
INTERNAL FR
Thats fine with me too.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, April 03, 2015 12:00 PM
To: Tkacz, Scott R (Board); Watkins, Mary L (Board); Haney, Kathryn
Subject: RE: RBC AI - Draft -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
My # is 202-452-6430
Joshua Sherwin
Scott Tkacz; Mary Watkins; Kathryn Haney (FRS)
RBC AI call -FRSONLYFriday, April 03, 2015 1:30:00 PM
Friday, April 03, 2015 2:30:00 PM
my office
From:
To:
Subject:
Scott Tkacz
Joshua Sherwin
Accepted: RBC AI call -FRSONLY-
From:
To:
Subject:
Date:
Scott Tkacz
Joshua Sherwin; Mary Watkins; Kathryn Haney (FRS)
Re: RBC AI - Draft -FRSONLYFriday, April 03, 2015 12:03:14 PM
. Talk to
Thanks!
From: Joshua Sherwin
Sent: Friday, April 3, 2015 1: 3M
To: Scott Tkacz; Mary Watkins; Kathryn Haney (FRS)
Subject: RE: RBC AI - Draft -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
From: Joshua Sherwin
Sent: Friday, April 3, 2015 11:26 AM
To: Mary Watkins
Cc: Scott Tkacz; Andrew Hartlage
Subject: RE: RBC AI - Draft -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
From:
To:
Subject:
INTERNAL FR
Mary Watkins
Joshua Sherwin
Accepted: RBC AI call -FRSONLY-
From:
To:
Subject:
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Kathryn Haney (FRS)
FW: RBC AI - Draft -FRSONLYFriday, April 03, 2015 12:19:05 PM
RBC AIs 040315 DRAFT.docx
INTERNAL FR
Sorry!
From: Mary Watkins
Sent: Friday, April 03, 2015 10:18 AM
To: Joshua Sherwin
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI - Draft
INTERNAL FR
DUPLICATE - An identical copy of this email and the three page attachment are contained in the
email chain on April 3, 2015 at 10:18am (above). Accordingly, this duplicative email and the three
page attachment are duplicates that have already been addressed.
From:
To:
Subject:
Date:
INTERNAL FR
Josh,
Please see below. Feel free to edit and/or incorporate into your questions. Thanks.
(b)(5)
I will work with Betsy and Mike to finalize the letter, and send it out as soon as feasible.
Have a wonderful trip and time off!
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, April 03, 2015 12:19 PM
To: Haney, Kathryn
Subject: FW: RBC AI - Draft -FRSONLY-
INTERNAL FR
Sorry!
From: Mary Watkins
Sent: Friday, April 03, 2015 10:18 AM
To: Joshua Sherwin
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI - Draft
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
10:18am (above).
Thanks,
Mary
From:
To:
Cc:
Subject:
Date:
Attachments:
Joshua Sherwin
Scott Tkacz; Mary Watkins; Andrew Hartlage
Kathryn Haney (FRS); Joshua Sherwin; Betsy Howes-Bean
RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 4:16:03 PM
RBC AIs 040315 DRAFT_JMS_KH.docx
INTERNAL FR
Hi All,
Attached are our questions included with your set. Our additions are highlighted in yellow. I put in a
(b)(4)
Also, I wanted to ask you about the necessity of public question 8, given what is in confidential
attachment 18? Is it still necessary?
(b)(4)
From:
To:
Subject:
Date:
Attachments:
INTERNAL FR
Hi again I told Josh I would circle back with you on Monday for your feedback on the questions.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, April 03, 2015 4:16 PM
To: Tkacz, Scott R (Board); Watkins, Mary L (Board); Hartlage, Andrew W (Board)
Cc: Haney, Kathryn; Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Subject: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLY-
DUPLICATE - An identical copy of this email and the four page attachment are contained in the
email chain on April 3, 2015 at 4:16pm (above). Accordingly, this email and the four page
attachment are duplicates that have already been addressed.
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Scott Tkacz
Andrew Hartlage
RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 4:51:26 PM
RBC AIs 040315 DRAFT v2.docx
INTERNAL FR
Scott and Andrew,
Attached please find a revised draft of the AIs, which include Joshs questions and some revisions
based on our conversation earlier today. Anything new is shown in tracked changes. I have not
made any changes to Joshs questions.
Scott per our conversation earlier, I will send this consolidated draft to Peggy so that she can take a
look. I just checked with Josh to make sure he was fine with me sending his draft questions to Peggy
as well. Ill let Peggy know that all of this is subject to review by both Betsy and our senior staff.
Best,
Mary
From: Joshua Sherwin
Sent: Friday, April 03, 2015 4:16 PM
To: Scott Tkacz; Mary Watkins; Andrew Hartlage
Cc: Kathryn Haney (FRS); Joshua Sherwin; Betsy Howes-Bean
Subject: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at 4:16pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Joshua Sherwin
Kathryn Haney (FRS)
RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 4:52:40 PM
RBC AIs 040315 DRAFT v2.docx
INTERNAL FR
As discussed. I put in the (b)(4)
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Mary Watkins
Andrew Hartlage
Re: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 4:52:11 PM
Thanks!
From: Mary Watkins
Sent: Friday, April 3, 2015 4:51 PM
To: Scott Tkacz
Cc: Andrew Hartlage
Subject: RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
4:51pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
4:16pm (above).
From:
To:
Subject:
Date:
Joshua Sherwin
Mary Watkins
RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 5:01:37 PM
INTERNAL FR
Right. Got it.
From: Mary Watkins
Sent: Friday, April 03, 2015 4:54 PM
To: Joshua Sherwin
Subject: RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLY-
INTERNAL FR
Yes Im writing that email now.
From: Joshua Sherwin
Sent: Friday, April 03, 2015 4:53 PM
To: Mary Watkins
Subject: RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLY-
INTERNAL FR
Peggy?
From: Mary Watkins
Sent: Friday, April 03, 2015 4:5 PM
To: Joshua Sherwin
Cc: Kathryn Haney (FRS)
Subject: RE: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015
at 4:52pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at 4:16pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Peggy Naulty
Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Kathryn Haney (FRS)
RBC Draft AIs
Friday, April 03, 2015 5:02:33 PM
RBC AIs 040315 DRAFT v2.docx
INTERNAL FR
Hi Peggy,
Attached please find a set of draft AI questions for RBC. This draft includes questions from BS&R and
Legal. Please note that this draft has not been reviewed by senior staff in either division and is thus
subject to change. (b)(5)
. This draft includes a few
questions addressing those concerns. We look forward to hearing your thoughts on those
questions, as well as any comments you may have.
Best,
Mary
Ext. 3722
From:
To:
Cc:
Subject:
Date:
Anthony Iwuji
Carol Evans; Melissa Vanouse; Charles Fleet; Peggy Naulty; Lisa Joire; Ken Williams
Phyllis Harwell; Tim Robertson; Celeste Anderson; Michael Broadston; Bill Sarvey; Mayank Patel; Rachelle Hunt;
Valerie Hoglund; Meghan Karellas; Jason Cardenas; Anthony Iwuji
(b)(5)
Entries - 4/6/15
Monday, April 06, 2015 7:14:40 AM
From:
To:
Subject:
Date:
Attachments:
INTERNAL FR
Good morning here is the latest version.
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Friday, April 03, 2015 5:0 PM
To: Naulty, Peggy (Board)
Cc: Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Haney, Kathryn
Subject: RBC Draft AIs
INTERNAL FR
Hi Peggy,
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
5:02pm (above).
From:
To:
Subject:
Date:
Attachments:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RBC AIs -FRSONLYMonday, April 06, 2015 9:03:52 AM
RBC AIs 040315 DRAFT v2 -- awh edits.docx
RESTRICTED FR
Dear Scott and Mary:
Thank you for putting together these AIs while I was out of the office. I had a few edits and
comments to the draft you sent Peggy. Please let me know if there is anything else I can do
thanks.
Best regards,
Andrew Hartlage
From:
To:
Subject:
Date:
Attachments:
Scott Tkacz
Andrew Hartlage; Mary Watkins
RBC AIs -FRSONLYMonday, April 06, 2015 9:43:18 AM
RBC AIs 040315 DRAFT v2 -- awh edits (2).docx
INTERNAL FR
Thanks for the comments and revisions, Andrew. I had some further tweaks to the AI questions,
which are included here. There are also some comment bubbles and responses to Andrews
comments. Take a look and see what you guys think of these changes (and we will probably need to
move a couple of questions in/out of the confidential portion, which I did not do. If these look OK,
we should get these to MW for review todaybut we should also give him a quick briefing update
on the case so we can explain where some of the AI questions are coming from.
Happy to discuss whenever youre free.
Thanks,
Scott
From:
To:
Subject:
Start:
End:
Location:
Scott Tkacz
Andrew Hartlage; Mary Watkins
RBC -FRSONLYMonday, April 06, 2015 10:30:00 AM
Monday, April 06, 2015 11:00:00 AM
Scott"s Office
INTERNAL FR
I know its short notice, but can we gather for a few minutes to discuss next steps on RBC?
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Mary Watkins
Scott Tkacz
Accepted: RBC -FRSONLYMonday, April 06, 2015 10:30:00 AM
Monday, April 06, 2015 11:00:00 AM
Scott"s Office
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC/City National -FRSONLYMonday, April 06, 2015 10:24:19 AM
From:
To:
Cc:
Subject:
Date:
INTERNAL FR
I do not know (b)(5)
INTERNAL FR
Also, George, (b)(5)
Thanks.
From: Peggy Naulty
Sent: Thursday, April 02, 2015 3:12 PM
To: George Davis (FRS)
Cc: Charles Fleet
Subject: RBC/City National filing -FRSONLY-
INTERNAL FR
Hi George,
Charles Fleet and I in DCCA Applications are assigned to this case.
(b)(5)
?
Thanks,
Peggy
Peggy Naulty
Applications Section
Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
(202) 452-2088
peggy.naulty@frb.gov
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC Comment -FRSONLYMonday, April 06, 2015 10:51:23 AM
(b)(5)
? Thanks.
From:
To:
Cc:
Subject:
Date:
Attachments:
Yee, Rosalie
Parks, Silvia
Davis, George
RBC/City National
Monday, April 06, 2015 11:42:05 AM
Copy of Capital ratios with insurance for Hudson branch.xls
Estimated Basel III Ratios - under the Standardized Approach - excluding Insurance Assets
(in millions CAD)
Estimated Basel III
Standardized
Common Equity Tier 1 capital (CET1) - Basel III
Basel I RWA
CET1 ratio
Tier 1 capital - Basel III
Basel I RWA
Tier 1 capital ratio
Total Capital - Basel III
Basel I RWA
Total Capital ratio
$36,406
(b)(4)
$42,202
(b)(4)
$50,020
(b)(4)
BIII RWA
$42,202
$369,976
11.41%
BIII RWA
$50,020
$372,050
13.44%
BIII RWA
Note: Above figures reflect OSFI's Capital Adequacy requirements under Basel III & Basel I. In addition, RBC reports under IFRS accounting rules and therefore uses
settlement date accounting.
Insurance
(b)(4)
assets are excluded as per Basel III guidelines.
Estimated Basel III Ratios - under the Standardized Approach - including Insurance Assets
(in millions CAD)
Estimated Basel III
Standardized with
Insurance estimated
adjustment
Common Equity Tier 1 capital (CET1) - Basel III
Basel I RWA
CET1 ratio
(b)(4)
(b)(4)
$36,406
$42,202
$50,020
(b)(4)
$42,202
BIII RWA
$50,020
BIII RWA
From:
To:
&F
Subject:
Date:
Dean Amel
&KDH+HH6KLQ<RX6XN.LP
$QGUHZ&RKHQ&RXUWQH\&DUWHU
Case with (b)(5)
issue -FRSONLY0RQday, April , 2015 11::59 AM
INTERNAL FR
We have an application by Royal Bank of Canada to acquire City National (#24989) to which Chaehee
and You have been assigned. (b)(5)
Dean Amel
Financial Structure Section
Division of Research and Statistics
Federal Reserve Board
Washington, DC 20551
202-452-2911
From:
To:
Subject:
Date:
Attachments:
Mary Watkins
Scott Tkacz; Andrew Hartlage
(b)(5)
Extension of Comment Period Letter -FRSONLYMonday, April 06, 2015 12:06:02 PM
RBC - Commenter Letter 040615.docx
RBC AIs 040615 DRAFT.docx
INTERNAL FR
Scott and Andrew,
Attached please find the latest version of the AIs and a (b)(5)
Best,
Mary
From: Scott Tkacz
Sent: Monday, April 06, 2015 11:50 AM
To: Andrew Hartlage; Mary Watkins
Subject: (b)(5)
Extension of Comment Period Letter -FRSONLY-
INTERNAL FR
(b)(5)
.
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Scott Tkacz
Sent: Monday, April 6, 2015 11:11 AM
To: Mary Watkins
Cc: Andrew Hartlage
Subject: (b)(5)
Extension of Comment Period Letter -FRSONLY-
INTERNAL FR
Mary,
(b)(5)
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
The draft attachment titled "RBC - Commenter Letter 040615.docx" (3 pages) has
been withheld in full pursuant to exemption 5. The draft attachment titled "RBC
AIs 040615 DRAFT.docx" (6 pages) has been withheld in full pursuant to
exemptions 4 & 5
From:
To:
Subject:
Date:
INTERNAL FR
Josh can you forward their draft questions to me? Thx.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Friday, April 03, 2015 12:00 PM
To: Tkacz, Scott R (Board); Watkins, Mary L (Board); Haney, Kathryn
Subject: RE: RBC AI - Draft -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at
12:00pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 3, 2015 at 12:00pm
(above).
From:
To:
Subject:
Date:
Attachments:
Scott Tkacz
Andrew Hartlage; Mary Watkins
RBC AIs -- SRT Comments -FRSONLYMonday, April 06, 2015 1:25:57 PM
RBC AIs 040615 DRAFT.docx
INTERNAL FR
Here are some additional comments. I moved some of the questions around, and deleted one.
From:
To:
Subject:
Start:
End:
Location:
Mary Watkins
Michael Waldron; Scott Tkacz; Andrew Hartlage
RBC Section 3 update
Monday, April 06, 2015 1:30:00 PM
Monday, April 06, 2015 2:00:00 PM
B-1055
INTERNAL FR
Hi Mike,
Wed like to give you an update on RBCs section 3 application to acquire City National. It appears that we are all available around 1:30 today. Does
that work for you?
Best,
Mary
From:
To:
Subject:
Start:
End:
Location:
INTERNAL FR
Scott Tkacz
Mary Watkins
Accepted: RBC Section 3 update -FRSONLYMonday, April 06, 2015 1:30:00 PM
Monday, April 06, 2015 2:00:00 PM
B-1055
From:
To:
Subject:
Date:
Ken Williams
Melissa Vanouse
Case call notes -FRSONLYMonday, April 06, 2015 1:31:54 PM
RESTRICTED FR
Hi Melissa,
Here are the draft notes from todays case call:
Not Responsive - concerns entirely unrelated applications/matters involving other institutions;
also (b)(5)
Other cases
Not Responsive - concerns entirely unrelated applications/matters involving other institutions;
also (b)(5)
(b)(5)
Royal Bank of Canada (Charles) (b)(5)
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)
(5)
Ken Williams
Applications Section
Consumer Compliance Supervision Branch
Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Office: 202-452-3136
From:
To:
Subject:
Date:
Michael Waldron
Scott Tkacz; Mary Watkins
RE: RBC -FRSONLYMonday, April 06, 2015 1:56:38 PM
INTERNAL FR
Sorry, I have something at 2:30. Maybe we can do something later this afternoon. Thanks.
From: Scott Tkacz
Sent: Monday, April 06, 2015 1:56 PM
To: Michael Waldron; Mary Watkins
Subject: RE: RBC -FRSONLY-
INTERNAL FR
Ive got a call at 2pm, which hopefully shouldnt go more than 30 minutes. Can we come by right
after?
INTERNAL FR
Can you guys come by now? Thanks.
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
RE: RBC/City National -FRSONLYMonday, April 06, 2015 2:36:50 PM
Thanks.
From:
To:
Subject:
Date:
Davis, George
Brannon, Lisa
RE: RBC/City National -FRSONLYMonday, April 06, 2015 2:39:17 PM
thanks
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Brannon, Lisa
Sent: Monday, April 06, 2015 2:38 PM
To: Davis, George
Subject: RE: RBC/City National -FRSONLY-
(b)(5)
From: Davis, George
Sent: Monday, April 06, 2015 2:38 PM
To: Brannon, Lisa
Subject: FW: RBC/City National -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015
at 2:36pm (above).
From:
To:
Subject:
Date:
Sensitivity:
INTERNAL FR
Althea thanks for the information and quick response! Kathy
From: Althea Pieters [mailto:althea.n.pieters@frb.gov]
Sent: Monday, April 06, 2015 2:42 PM
To: Haney, Kathryn
Subject: RE: Quick Question - RBC -FRSONLYSensitivity: Confidential
INTERNAL FR
Hi Kathy,
That is correct - (b)(8)
Althea
From: Kathryn Haney (FRS)
Sent: Monday, April 06, 2015 2:38 PM
To: Althea Pieters
Subject: Quick Question - RBC -FRSONLYSensitivity: Confidential
Hi Althea,
I am working with Josh Sherwin on the RBC/City National application. (b)(5) & (8)
Thanks,
Kathy
From:
To:
Cc:
Subject:
Date:
Attachments:
From:
To:
Cc:
Subject:
Date:
Attachments:
Yee, Rosalie
Parks, Silvia
Davis, George
RE: RBC/City National -FRSONLYMonday, April 06, 2015 3:47:48 PM
image002.png
Hi Rosalie,
(b)(5)
(b)(5) & (8)
(b)(5)
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RE: RBC/City National -FRSONLYMonday, April 06, 2015 4:07:24 PM
LEGALDOCS-556578.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Monday, April 06, 2015 2:36 PM
To: Davis, George
Subject: RBC/City National -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 6,
2015 at 2:36pm (above).
From:
To:
Subject:
Date:
Yeah. I(b)(5)
Hi Josh (b)(5)
. I talked with Betsy early this morning and we reviewed the questions. She
had some suggestions, which I am working to incorporate now. (b)(5)
.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Monday, April 06, 2015 2:17 PM
To: Haney, Kathryn
Subject: AI
HI Kathy, (b)(5)
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC/City National -FRSONLYMonday, April 06, 2015 4:40:20 PM
Thanks!
From: Davis, George
Sent: Monday, April 06, 2015 4:07 PM
To: Yee, Rosalie
Subject: RE: RBC/City National -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015 at
4:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015 at
2:36pm (above).
From:
To:
Cc:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie
Davis, George
RE: RBC/CCAR -FRSONLYMonday, April 06, 2015 4:53:11 PM
You previously asked if RBCs CCAR submission included the City National acquisition. Currently, RBC
is not subject to CCAR.
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Kathryn Haney (FRS); Mary Watkins
Joshua Sherwin; Betsy Howes-Bean
RE: RBC AIs 040315 DRAFT v2 with KEH comments -FRSONLYMonday, April 06, 2015 5:19:25 PM
INTERNAL FR
Thanks, Kathy. Mike W. is reviewing our draft letter now, and we need to check with Alison (b)(5)
Well incorporate your additional changes and send you a revised version after were heard back
from Mike.
Thanks!
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Kathryn Haney (FRS)
Sent: Monday, April 06, 2015 3:16 PM
To: Scott Tkacz; Mary Watkins
Cc: Joshua Sherwin; Betsy Howes-Bean
Subject: RBC AIs 040315 DRAFT v2 with KEH comments
DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015
at 3:16pm (above).
From:
To:
Subject:
Date:
Attachments:
Scott Tkacz
Mary Watkins; Andrew Hartlage
FW: RBC AIs 040315 DRAFT v2 with KEH comments -FRSONLYMonday, April 06, 2015 5:24:52 PM
RBC AIs 040315 DRAFT v2 with KEH comments.docx
INTERNAL FR
(b)(5)
. For
questions that were BS&Rs, lets just remove the ones they want deleted, and add the ones they
want added. After we hear from Mike we can send them a consolidated draft.
From:
To:
Subject:
Date:
Attachments:
Fergus, Troy E
Yee, Rosalie; Steffey, Brian; Linares, Caroline; Binns, June; Lamourt, Michele; Lizardi, Carmen; Bustelo, Felix;
Arndell, Deborah; Benson, Kenneth; Sarvey, Bill J (Board); Calabia, Christopher; VANTERPOOL, LENA; Bryant,
Stacy L; Hurwitz, Ivan; Conway, John
-FRSONLY- Week of 3/30/15 to 4/03/15 - Applications
(b)(5)
Monday, April 06, 2015 5:37:27 PM
image001.png
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)(5)
Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA Holdco,
New York, New York, to acquire City National Corporation and indirectly acquire City National Bank,
both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank Holding Company
Act of 1956, as amended. Filing Receive Date: 3/18/2015
Status as of 3/30/15: Application Status
Held internal kick-off meeting - Drafting additional information questions
Troy Fergus
RCFI
Financial Institution Supervision Group
T--.212.720.5596
T-- (b)(6)
(blackberry)
E--.troy.fergus@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Cc:
Subject:
Date:
Attachments:
Brannon, Lisa
toumeyd@sullcrom.com
Yee, Rosalie; Davis, George
Royal Bank of Canada - Public Comment
Monday, April 06, 2015 6:24:30 PM
Timely Comment ACL Letter_RBC_D. Toumey.pdf
Timely Comment_Matthew Lee_4-4-15.pdf
image002.png
Please see the attached letter informing you on a public comment we received for the application
by Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA
Holdco, New York, New York, to acquire City National Corporation and indirectly acquire City
National Bank, both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank
Holding Company Act of 1956, as amended.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
April 4, 2015
Via E-mail comments.applications@ny.frb.org, Office-of-the-Secretary [at] frb.gov
Federal Reserve Bank of New York
Ivan J. Hurwitz, Vice President,
33 Liberty Street
New York, NY 10045
Board of Governors of the Federal Reserve System
Attn: Chair Yellen, Secretary Robert deV. Frierson
20th Street and Constitution Avenue, N.W.
Washington, DC 20551
Re: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank
Dear Chair Yellen, Secretary deV. Frierson and others in the FRS:
This is a timely first comment opposing and requesting an extension of the FRB's public
comment period on the Application by Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank.
City National Bank is known as a bank directed at the (most) affluent. RBC is that as well:
In the New York City MSA in 2013, for conventional home purchase loans, RBC made no
loans to African Americans or Latinos. It made one loan to a white applicant (for $1.8
million) and six to race not available applicants, for a total of over $36 million.
City National Bank, in the NYC MSA in 2013 for home purchase loans, made no loans to
African American or Latino borrowers. It made 10 loans to whites - none denied -- and 35 to
race not available. By income, there were 36 loans to upper income borrowers, and only
one to the other income tranches.
How is this consistent with the CRA? For the record, RBC previously bumbled in the USA
with Centura and Alabama BanCorporation. Now it returns, only for the affluent. Hearings
are necessary.
The American Banker of Feb 6 opined that Royal Bank of Canada's deal for City National
showed that buyers will pay up for banks that cater to the wealthy. That's why First Republic,
Boston Private, etc...
This is the priciest deal since the financial meltdown: public hearings are needed, and hereby
timely requested.
Please immediately send all requested information - including a complete copy of the
applications(s) and responses by e-mail to lee@fairfinancewatch.org and
innercitypress@gmail.com, and/or by hard copy by FedEx to:
Matthew R. Lee, Esq.
Fair Finance Watch
c/o 747 Third Ave (hold at location Fed Ex), NY NY 10017 USA
Or regular mail: Matthew R. Lee Esq, PO Box 20047, NYC NY 10017
If you have any questions, please immediately telephone the undersigned, at (718) 716-3540.
Very Truly Yours,
From:
To:
Subject:
Date:
Attachments:
Brannon, Lisa
Davis, George
FW: Royal Bank of Canada -FRSONLYMonday, April 06, 2015 6:27:05 PM
Timely Comment ACK_RBC_FRBSF.pdf
image003.png
The emails I sent to FRBSF and Matthew Lee, were sent to Vivian by mistake.
From: Brannon, Lisa
Sent: Monday, April 06, 2015 6:04 PM
To: Johnson, Elisa
Cc: Liu, Vivian; Yee, Rosalie
Subject: Royal Bank of Canada -FRSONLY-
The Federal Reserve Bank of New York received a public comment for the application by Royal Bank
of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA Holdco, New York,
New York, to acquire City National Corporation and indirectly acquire City National Bank, both of Los
Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank Holding Company Act of
1956, as amended. Please see E-Apps #24989.
Lisa Brannon-Perrin
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.5352
Alt Tel: 212.720.8842
Fax: 212.720.1608
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
Re: RBC/City National -FRSONLYMonday, April 06, 2015 7:13:43 PM
DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015 at
4:07pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 6,
2015 at 2:36pm (above).
From:
To:
Subject:
Date:
Michael Waldron
Scott Tkacz; Mary Watkins
RBC AI -FRSONLYMonday, April 06, 2015 7:27:17 PM
INTERNAL FR
Have a few questions on the AI. Happy to discuss.
(b)(5)
From:
Sent:
To:
Subject:
Dean Amel
Tuesday, April 07, 2015 7:29 AM
Andrew Cohen
RE: RBC -FRSONLY-
INTERNAL FR
ItlookslikeJoshuaSherwinistheprimarycontactinBS&R,andScottTkaczisassignedinLegal.Backupswouldbe
KathrynHaney(BS&R)andAndrewHartlage(Legal).
From:AndrewCohen
Sent:Monday,April06,20155:18PM
To:DeanAmel
Subject:RBC
WhoinBS&RandLegalshouldIreachouttoonthis?
From:
To:
Subject:
Date:
Alison Thro
Andrew Cohen
RE: RBC -FRSONLYTuesday, April 07, 2015 7:30:51 AM
INTERNAL FR
Sure.
From: Andrew Cohen
Sent: Monday, April 06, 2015 10:02 PM
To: Alison Thro
Subject: RBC
Do you have 5 minutes to chat about this in the next few days?
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RBC -FRSONLYTuesday, April 07, 2015 9:53:02 AM
LEGALDOCS-556593.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Melissa Vanouse
CCA Bank Applications; Carol Evans
Case call notes -FRSONLYTuesday, April 07, 2015 10:07:51 AM
RESTRICTED FR
Thanks, Ken, for these notes from yesterdays case call:
Not Responsive - concerns entirely unrelated applications/matters involving other institutions;
also (b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)
(5)
From:
To:
Subject:
Date:
Importance:
Betsy Howes-Bean
Joshua Sherwin
Automatic reply: CONFIDENTIAL- RBC Capital Ratios
Friday, March 27, 2015 5:30:23 PM
High
I will be out of the office until Tuesday March 31. I may be checking email periodically and will respond to your
message when I return. If you need immediate assistance, please contact Pat Soriano or Surjeet Sidhu. Thanks!
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Michael Waldron; Scott Tkacz
Andrew Hartlage
RE: RBC AI -FRSONLYTuesday, April 07, 2015 11:50:14 AM
RBC AIs 040715 DRAFT v2.docx
INTERNAL FR
Mike,
Please see the attached draft, which incorporates your comments as well as some changes from
BS&R.
Best,
Mary
From: Michael Waldron
Sent: Tuesday, April 07, 2015 11:29 AM
To: Scott Tkacz
Cc: Mary Watkins; Andrew Hartlage
Subject: RE: RBC AI -FRSONLY-
INTERNAL FR
I see. Thanks.
From: Scott Tkacz
Sent: Tuesday, April 07, 2015 11:28 AM
To: Michael Waldron
Cc: Mary Watkins; Andrew Hartlage
Subject: RE: RBC AI -FRSONLY-
INTERNAL FR
Sorry about that. The statement regarding (b)(5)
. Well be
getting you the revised AI shortly.
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
INTERNAL FR
Thanks. With respect to question 15, (b)(5)
INTERNAL FR
Mike,
Thanks for reviewing the AI letter. Responses to your questions are included belowwere happy to
discuss at your convenience. Last night, Kathy Haney sent some additional questions and edits that
Betsy provided to her on some of the BS&R-drafted questions, and we will send you a revised letter
ASAP.
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Michael Waldron
Sent: Monday, April 06, 2015 7:27 PM
To: Scott Tkacz; Mary Watkins
Subject: RBC AI -FRSONLY-
INTERNAL FR
.
2. (b)(5)
.
3. (b)(5)
4. (b)(5)
.
5. In(b)(5)
6. (b)(5)
7. (b)(5)
8. (b)(5)
9. I(b)(5)
(b)(5)
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Michael Waldron; Mary Watkins
Andrew Hartlage
RE: RBC AI -FRSONLYTuesday, April 07, 2015 12:27:18 PM
INTERNAL FR
Thanks, Mike. Agreed on both accountswell check with BS&R (b)(5)
INTERNAL FR
Thanks. This generally looks fine. (b)(5)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
INTERNAL FR
I see. Thanks.
From: Scott Tkacz
Sent: Tuesday, April 07, 2015 11:28 AM
To: Michael Waldron
Cc: Mary Watkins; Andrew Hartlage
Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
From:
To:
Subject:
Date:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RE: RBC AI -FRSONLYTuesday, April 07, 2015 12:28:54 PM
INTERNAL FR
Sorry, I meant RBC USA Holdco Corporation.
From: Andrew Hartlage
Sent: Tuesday, April 07, 2015 12:28 PM
To: Scott Tkacz; Mary Watkins
Subject: FW: RBC AI -FRSONLY-
INTERNAL FR
Hi, Scott and Mary, (b)(5)
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
INTERNAL FR
I see. Thanks.
From: Scott Tkacz
Sent: Tuesday, April 07, 2015 11:28 AM
To: Michael Waldron
Cc: Mary Watkins; Andrew Hartlage
Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
(above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC Timing -FRSONLYTuesday, April 07, 2015 1:43:53 PM
.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 1:28 PM
To: Davis, George
Subject: RE: RBC Timing -FRSONLY-
I will look things over. Ill stop by after 3 if I have any questions.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC/City National -FRSONLYTuesday, April 07, 2015 1:51:12 PM
From:
To:
Subject:
Date:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RE: RBC AI -FRSONLYTuesday, April 07, 2015 2:01:01 PM
INTERNAL FR
Thanks, Scott, Im great with that approach. This issue is not burning-down-the-house important.
From: Scott Tkacz
Sent: Tuesday, April 07, 2015 1:58 PM
To: Andrew Hartlage; Mary Watkins
Subject: RE: RBC AI -FRSONLY-
INTERNAL FR
No youve been clear and I know what youre saying. But honestly, I dont have a lot of time to
spend on this question today (b)(5)
.
INTERNAL FR
I agree with you(b)(5)
INTERNAL FR
(b)(5)
INTERNAL FR
(b)(5)
INTERNAL FR
Hmmm, good point on that(b)(5)
. We can point that out
to Mike; given the fact that this is protested now, and the numbers will have to be updated as of
March 31, maybe its best to wait until later?
From: Andrew Hartlage
Sent: Tuesday, April 07, 2015 12:28 PM
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
12:28pm (above).
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
INTERNAL FR
I see. Thanks.
From: Scott Tkacz
Sent: Tuesday, April 07, 2015 11:28 AM
To: Michael Waldron
Cc: Mary Watkins; Andrew Hartlage
Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
11:50am (above).
From:
To:
Subject:
Date:
Notaro, Rosanne
Davis, George
-FRSONLY- RBC/ City National
Tuesday, April 07, 2015 2:20:52 PM
George As I was glancing through the App yesterday, a couple minor questions came to
mind I dont know if they are worth asking or if you perhaps know the answer.
(b)(5)
(b)(5)
Rosanne
p.s. (b)(5)
From:
To:
Subject:
Date:
Notaro, Rosanne
Davis, George
RE: RBC/City National -FRSONLYTuesday, April 07, 2015 2:21:29 PM
Sure. Thanks for giving me your impression too its always helpful to compare views.
From: Davis, George
Sent: Tuesday, April 07, 2015 2:19 PM
To: Notaro, Rosanne
Subject: RE: RBC/City National -FRSONLY-
Thanks.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Notaro, Rosanne
Sent: Tuesday, April 07, 2015 2:13 PM
To: Davis, George
Subject: RE: RBC/City National -FRSONLY-
In (b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Kathryn Haney (FRS)
Joshua Sherwin; Scott Tkacz; Andrew Hartlage
RE: RBC AIs 040315 DRAFT v2 with KEH comments
Tuesday, April 07, 2015 3:3:2 PM
RBC AIs 040315 DRAFT v2 with KEH comments (3) mlw.docx
RBC AIs 040715 DRAFT v2.docx
INTERNAL FR
Hi Kathy,
Attached please find an updated draft of the RBC AI questions, which incorporates Mike Waldrons
suggestions, as well as an older draft with responses to your comments. The current draft is a clean
copy (i.e. free of tracked changes), because the document was getting to be very difficult to read. If
you have any questions about what was changed or why it was changed, please dont hesitate to
give us a call. (b)(5)
If this draft looks good to you, wed like to go ahead and send to the reserve bank, R&S, and DCCA.
Thanks,
Mary
From:
To:
Subject:
Date:
Attachments:
Davis, George
Yee, Rosalie
RBC/City National -FRSONLYTuesday, April 07, 2015 3:54:12 PM
LEGALDOCS-556593.docx.drf
LEGALDOCS-556578.DOCx.drf
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
Four page document titled "LEGALDOCS-#556593" withheld pursuant to exemptions 4, 5 & 8.
Two page document titled "LEGALDOCS-#556578" withheld pursuant to exemption 5.
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC and City National Exam Reports -FRSONLYTuesday, April 07, 2015 4:16:55 PM
From:
To:
Subject:
Date:
Attachments:
INTERNAL FR
Hi let me know if you wish to discuss. Thanks.
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Tuesday, April 07, 2015 3:31 PM
To: Haney, Kathryn
Cc: Sherwin, Joshua M (Board); Tkacz, Scott R (Board); Hartlage, Andrew W (Board)
Subject: RE: RBC AIs 040315 DRAFT v2 with KEH comments
DUPLICATE - An identical copy of this email and the two attachments (totaling 8 pages) are
contained in the email chain on April 7, 2015 at 3:31pm (above). Accordingly, this email and the two
attachments (totaling 8 pages) are duplicates that have already been addressed.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Kathryn Haney (FRS)
RE: RBC AIs 040315 DRAFT v2 with KEH comments
Tuesday, April 07, 2015 4:29:00 PM
INTERNAL FR
Hi let me know if you wish to discuss. Thanks.
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Tuesday, April 07, 2015 3:31 PM
To: Haney, Kathryn
Cc: Sherwin, Joshua M (Board); Tkacz, Scott R (Board); Hartlage, Andrew W (Board)
Subject: RE: RBC AIs 040315 DRAFT v2 with KEH comments
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
3:31pm (above).
From:
To:
Cc:
Subject:
Date:
INTERNAL FR
Hi Mary it looks fine. I will go ahead and forward it to the RB, R&S, and DCCA. Thanks, Kathy
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Tuesday, April 07, 2015 3:31 PM
To: Haney, Kathryn
Cc: Sherwin, Joshua M (Board); Tkacz, Scott R (Board); Hartlage, Andrew W (Board)
Subject: RE: RBC AIs 040315 DRAFT v2 with KEH comments
INTERNAL FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
3:31pm (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
Yee, Rosalie
Parks, Silvia; Notaro, Rosanne
Davis, George
FW: RBC Section 3 AI Questions -FRSONLYTuesday, April 07, 2015 5:11:57 PM
RBC AIs 040715 DRAFT v2.docx
Confidential
RESTRICTED FR
Let us know if you have any questions to add to the attached additional information questions.
From: Haney, Kathryn
Sent: Tuesday, April 07, 2015 5:03 PM
To: Yee, Rosalie; Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC);
Vanouse, Melissa A (Board); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M
(Board)
Subject: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Good afternoon,
FYI - Please see attached draft AI questions prepared by Board Legal and Board
Applications. Please let us know if you have questions, and feel free to forward to others in
your areas.
Thanks,
Kathy
Four page attachment withheld pursuant to exemptions 4 and 5.
From:
To:
Cc:
Subject:
Date:
Attachments:
Melissa Vanouse
Eric Belsky; Suzanne Killian
Carol Evans (carol.a.evans@frb.gov)
DCCA Applications Monthly Summary Report -FRSONLYTuesday, April 07, 2015 5:24:12 PM
DCCA Applications Monthly Summary Report as of 4-6-15.xls
RESTRICTED FR
Hello,
Attached please find our monthly Senior Management report, with brief summaries of the cases
(b)(5)
(b)(5)
10-page attachment withheld in full pursuant to exemptions 4, 5 & 8. In addition, only one
of the 10 pages discusses RBC. The remaining 9 pages concern entirely unrelated
institutions and are not responsive to the FOIA request.
From:
To:
Cc:
Bcc:
Subject:
Date:
Attachments:
Sensitivity:
Notaro, Rosanne
Yee, Rosalie; Parks, Silvia
Davis, George
Notaro, Rosanne
RE: RBC Section 3 AI Questions -FRSONLYTuesday, April 07, 2015 5:34:00 PM
-FRSONLY- RBC City National.msg
Confidential
RESTRICTED FR
Rosalie I sent George a few minor questions I had on the Confid Exh 1 (see attached email).
(b)(5)
I dont think I have anything else to add to the draft AIs right
now, except a few observations (which Im sure youre aware of):
1. (b)(5)
2. (b)(5)
.
Rosanne
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 5:1 PM
To: Parks, Silvia; Notaro, Rosanne
Cc: Davis, George
Subject: FW: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:11pm (above).
From: Haney, Kathryn
Sent: Tuesday, April 07, 2015 5:03 PM
To: Yee, Rosalie; Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC);
Vanouse, Melissa A (Board); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M
(Board)
Subject: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Good afternoon,
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:11pm (above).
The .msg included as an attachment to this email chain is a copy of the April 7, 2015
email at 2:20pm (above). Accordingly, that email message has already been
addressed.
From:
To:
Cc:
Subject:
Date:
Sensitivity:
Melissa Vanouse
Scott Tkacz; Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Mary Watkins; Andrew Hartlage; Joshua Sherwin
RE: RBC Section 3 AI Questions -FRSONLYTuesday, April 07, 2015 5:47:07 PM
Confidential
RESTRICTED FR
OK; that works for me.
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
RESTRICTED FR
We understand that there may be further questions from DCCA (b)(5)
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
RESTRICTED FR
Thanks whens our timing for sending this out? I (b)(5)
the DCCA analysts on this are out until
Thursday.
If its urgent to send now, however, thats fine and we can add more DCCA-related topics later.
Please advise,
Thanks,
Melissa
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:11pm (above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
Ex Parte Memo -FRSONLYTuesday, April 07, 2015 5:48:58 PM
(b)(5)
t. Thanks.
From:
To:
Cc:
Subject:
Date:
Sensitivity:
Notaro, Rosanne
Yee, Rosalie; Parks, Silvia
Davis, George
RE: RBC Section 3 AI Questions -FRSONLYTuesday, April 07, 2015 6:03:05 PM
Confidential
RESTRICTED FR
OK good. I dont think I could have ever come up with most of those other questions I
eagerly await their responses
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 6:01 PM
To: Notaro, Rosanne; Parks, Silvia
Cc: Davis, George
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Thanks. This is helpful.
From: Notaro, Rosanne
Sent: Tuesday, April 07, 2015 5:3 PM
To: Yee, Rosalie; Parks, Silvia
Cc: Davis, George
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:34pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:11pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:11pm (above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
RESTRICTED FR
We circulated the draft questions in NY and had some minor comments/questions noted in the
attached.
The application states that the firm plans to submit an updated IHC plan at the end of April that
incorporates the City National acquisition (b)(5)
.
From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]
Sent: Tuesday, April 07, 2015 5:45 PM
To: Vanouse, Melissa A (Board); Haney, Kathryn; Yee, Rosalie; Davis, George; Kim, You Suk (ARC);
Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
pursuant to
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC/City National -FRSONLYTuesday, April 07, 2015 7:07:54 PM
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
3:54pm (above).
Andrew Cohen
From:
Sent:
To:
Subject:
Sensitivity:
Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm (above).
From:KathrynHaney(FRS)
Sent:Tuesday,April07,20155:03PM
To:RosalieYee(FRS);GeorgeDavis(FRS);YouSukKim;CourtneyCarter;ChaeHeeShin;MelissaVanouse;PeggyNaulty
Cc:MaryWatkins;ScottTkacz;AndrewHartlage;JoshuaSherwin
Subject:RBCSection3AIQuestionsFRSONLY
Sensitivity:Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm (above).
Thanks,
Kathy
Andrew Cohen
From:
Sent:
To:
Subject:
Attachments:
Andrew Cohen
Wednesday, April 08, 2015 8:01 AM
Elizabeth Kiser
3 cases [FRSONLY]
Attachment is not responsive - concerns entirely unrelated
application/matter involving other institutions.
INTERNAL FR
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)
1. (5)
2. RBCQuestionof (b)(5)
ofUSBOacquisitions
Not
Responsive
concerns
entirely
unrelated
applications/matters involving other institutions; also
3.
(b)(5)
INTERNAL FR
Seebelow.
From:AndrewCohen
Sent:Monday,April06,20158:16AM
To:DeanAmel
Subject:Not Responsive - concerns entirely unrelated application/matter involving other
institutions.
INTERNAL FR
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)(5)
Andrew
________________________________
AndrewCohen
Chief,FinancialStructureSection
DivisionofResearchandStatistics
FederalReserveBoard
Washington,DC20551
2024522612(office)
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
RESTRICTED FR
Good morning latest version with NYs suggested changes. See email string below looks like
(b)(5)
. I can contact George since I think the RB will also send the letter to the
commenter.
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 7:02 PM
To: Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Haney, Kathryn; Davis, George; Kim, You Suk
(ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and the 4-page attachment are contained in the email chain on
April 7, 2015 at 7:02pm (above). Accordingly, the email and the 4-page attachment are duplicates that have
already been addressed.
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Thanks,
Kathy
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
RESTRICTED FR
Hi Charles here is the latest version. Kathy
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 7:02 PM
To: Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Haney, Kathryn; Davis, George; Kim, You Suk
(ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and four page attachment are contained in the email
chain on April 7, 2015 at 7:02pm (above). Accordingly, this email and the four page attachment
are duplicates that have already been addressed.
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
From:
To:
Subject:
Date:
Sensitivity:
Charles Fleet
Kathryn Haney (FRS)
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:11:57 AM
Confidential
RESTRICTED FR
thanks
From: Kathryn Haney (FRS)
Sent: Wednesday, April 08, 2015 9:07 AM
To: Charles Fleet
Subject: FW: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Hi Charles here is the latest version. Kathy
From: Yee, Rosalie
Sent: Tuesday, April 07, 2015 7:02 PM
To: Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Haney, Kathryn; Davis, George; Kim, You Suk
(ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 7:02pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm
(above).
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Betsy Howes-Bean
Kathryn Haney (FRS)
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:15:00 AM
RBC AI request 4 8 15.docx
Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Betsy Howes-Bean
Kathryn Haney (FRS)
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:17:00 AM
RBC AIs 040815 DRAFT.docx
Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
Scott Tkacz
Rosalie Yee (FRS); Melissa Vanouse; Kathryn Haney (FRS); George Davis (FRS); You Suk Kim; Courtney Carter;
Chae Hee Shin; Peggy Naulty
Mary Watkins; Andrew Hartlage; Joshua Sherwin
RE: RBC Section 3 AI Questions -FRSONLYFour page attachment withheld pursuant
Wednesday, April 08, 2015 9::4 AM
exemptions 4 and 5.
RBC AIs 040815 DRAFT.docx
Confidential
to
RESTRICTED FR
Rosalie,
Thanks for sending along your comments and questions. Attached is a revised draft with a few
additional changes, and responses to your comments. Please let us know if you have any questions
or comments on the current draft. (b)(5)
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Rosalie Yee (FRS)
Sent: Tuesday, April 07, 2015 7:02 PM
To: Scott Tkacz; Melissa Vanouse; Kathryn Haney (FRS); George Davis (FRS); You Suk Kim; Courtney
Carter; Chae Hee Shin; Peggy Naulty
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 7:02pm
(above).
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
From:
To:
Cc:
Subject:
Date:
Sensitivity:
Andrew Hartlage
Scott Tkacz
Mary Watkins
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:32:17 AM
Confidential
RESTRICTED FR
Hi there, Scott, regarding question 7, I do think the second part of that question will eventually be
necessary, (b)(5)
Sensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Melissa Vanouse
Charles Fleet
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:33:41 AM
RBC AIs 040815 DRAFT.docx
Confidential
RESTRICTED FR
Please let me know if you have edits on this. Thanks
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Yee, Rosalie
Davis, George
Fw: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:34:00 AM
RBC AIs 040815 DRAFT.docx
Confidential
Will be in the office shortly. Let me know if you have comments. Thanks.
DUPLICATE - An identical copy of this email and the four page attachment is contained in the
email chain on April 8, 2015 at 9:30am (above). Accordingly, this email and the four page
attachment have already been addressed.
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
Melissa
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Sensitivity:
Charles Fleet
Melissa Vanouse
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:40:38 AM
Confidential
RESTRICTED FR
Will do. Since some of their questions are of the same vein as the ones Peggy and I proposed, I
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Thanks,
Kathy
From:
Sent:
To:
Subject:
Attachments:
Sensitivity:
RESTRICTED FR
Andrewshouldweaddanything?
From:ScottTkacz
Sent:Wednesday,April08,20159:30AM
To:RosalieYee(FRS);MelissaVanouse;KathrynHaney(FRS);GeorgeDavis(FRS);YouSukKim;CourtneyCarter;Chae
HeeShin;PeggyNaulty
Cc:MaryWatkins;AndrewHartlage;JoshuaSherwin
Subject:RE:RBCSection3AIQuestionsFRSONLY
Sensitivity:Confidential
DUPLICATE - An identical copy of this email and the four page attachment is contained in the email chain on
April 8, 2015 at 9:30am (above). Accordingly, this email and the four page attachment have already been
addressed.
From:RosalieYee(FRS)
Sent:Tuesday,April07,20157:02PM
To:ScottTkacz;MelissaVanouse;KathrynHaney(FRS);GeorgeDavis(FRS);YouSukKim;CourtneyCarter;ChaeHee
Shin;PeggyNaulty
Cc:MaryWatkins;AndrewHartlage;JoshuaSherwin
Subject:RE:RBCSection3AIQuestionsFRSONLY
Sensitivity:Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm (above).
Thanks,
Scott
ScottR.Tkacz
Counsel,FederalReserveBoard
(202)4522744
scott.r.tkacz@frb.gov
From:MelissaVanouse
Sent:Tuesday,April07,20155:33PM
To:KathrynHaney(FRS);RosalieYee(FRS);GeorgeDavis(FRS);YouSukKim;CourtneyCarter;ChaeHeeShin;Peggy
Naulty
Cc:MaryWatkins;ScottTkacz;AndrewHartlage;JoshuaSherwin
Subject:RE:RBCSection3AIQuestionsFRSONLY
Sensitivity:Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:KathrynHaney(FRS)
Sent:Tuesday,April07,20155:03PM
To:RosalieYee(FRS);GeorgeDavis(FRS);YouSukKim;CourtneyCarter;ChaeHeeShin;MelissaVanouse;PeggyNaulty
Cc:MaryWatkins;ScottTkacz;AndrewHartlage;JoshuaSherwin
Subject:RBCSection3AIQuestionsFRSONLY
Sensitivity:Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm
(above).
From:
To:
Subject:
Date:
Sensitivity:
Yee, Rosalie
Davis, George
Re: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:56:17 AM
Confidential
RESTRICTED FR
They raised all the AI questions I thought of and then some more. I only have one thing to add. Do
(b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 9:34 AM
To: Davis, George
Subject: Fw: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:11pm (above).
From:
To:
Subject:
Date:
Attachments:
$QGUHZ&RKHQ
&KDH+HH6KLQ
(b)(5) questions -FRSONLY-
Wednesday, $SULO 08, 2015 ::09 AM
RBC_City_National_AI_R&S.docx
INTERNAL FR
________________________________
Andrew Cohen
Chief, Financial Structure Section
Division of Research and Statistics
Federal Reserve Board
Washington, DC 20551
202-452-2612 (office)
From:
To:
Subject:
Date:
Attachments:
From:
To:
Subject:
Date:
Research just responded back they have questions to add, so I will wait on their questions before
finalizing it.
From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]
Sent: Wednesday, April 08, 2015 10:39 AM
To: Haney, Kathryn
Subject: RE: RBC AIs 040815 DRAFT KEH April 8
From:
To:
Subject:
Date:
Attachments:
INTERNAL FR
I have one comment; you can see it on the file.
From: Andrew Cohen
Sent: Wednesday, April 08, 2015 10:14 AM
To: Chae Hee Shin
Subject: (b)(5) questions [FRSONLY]
INTERNAL FR
________________________________
Andrew Cohen
Chief, Financial Structure Section
Division of Research and Statistics
Federal Reserve Board
Washington, DC 20551
202-452-2612 (office)
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Scott Tkacz
Andrew Hartlage; Mary Watkins
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 11:24:25 AM
RBC AIs 040815 DRAFT_R&S.docx
Confidential
RESTRICTED FR
(b)(5)
RESTRICTED FR
R&S has added questions #10-15 at the end. Please see the attached.
Thanks,
Chaehee
From: Chae Hee Shin
Sent: Wednesday, April 08, 2015 10:28 AM
To: Rosalie Yee (FRS); Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You
Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
R&S is currently in process of adding some AI questions regarding (b)(5)
you shortly!
Thanks,
Chaehee
From: Rosalie Yee (FRS)
RESTRICTED FR
Sounds like a plan.
Thanks!
(BTW I do not have any additional changes or comments.)
From: Haney, Kathryn
Sent: Wednesday, April 08, 2015 10:12 AM
To: Tkacz, Scott R (Board); Yee, Rosalie; Vanouse, Melissa A (Board); Davis, George; Kim, You Suk
(ARC); Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Good morning thanks for everyones comments. We need to add one more question which I will
draft (b)(5)
Ill draft the question and send around another version. I will put for Mike
Sextons signature and send over to him for his review. Thanks.
From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]
Sent: Wednesday, April 08, 2015 9:30 AM
To: Yee, Rosalie; Vanouse, Melissa A (Board); Haney, Kathryn; Davis, George; Kim, You Suk (ARC);
Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Kathy
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Scott Tkacz
Charles Fleet
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 11:26:58 AM
RBC AIs 040815 DRAFT_R&S.docx
Confidential
RESTRICTED FR
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Chae Hee Shin
Sent: Wednesday, April 08, 2015 11:10 AM
To: Rosalie Yee (FRS); Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You
Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and the six page
attachment are contained in the email chain on April 8, 2015 at 11:24am
(above). Accordingly, this email and the six page attachment are
duplicates that have already been addressed.
Chaehee
From: Rosalie Yee (FRS)
Sent: Wednesday, April 08, 2015 10:23 AM
To: Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You Suk Kim; Courtney
Carter; Chae Hee Shin; Peggy Naulty
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm
(above).
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
in full
RESTRICTED FR
Good morning thanks for the Research questions. The attached incorporates Researchs
questions, (b)(5)
. Let me know if there
are any more comments. Thanks.
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
To: Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You Suk Kim; Courtney
Carter; Chae Hee Shin; Peggy Naulty
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email
chain on April 8, 2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Yee, Rosalie
Davis, George
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 12:12:52 PM
dcca additions&edits to RBC AIs 040815 DRAFT_RS.docx
Confidential
RESTRICTED FR
Have you had a chance to talk to Troy Fergus? I would send him the attached and let him know that
. Did he receive a copy?
(b)(5)
Thanks.
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Wednesday, April 08, 2015 12:07 PM
To: Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee, Rosalie; Vanouse, Melissa A
(Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen,
Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Thanks, Scott.
We added Q6-11 in the attached letter.
-Charles
From: Scott Tkacz
Sent: Wednesday, April 08, 2015 11:42 AM
To: Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse; George Davis (FRS);
You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen; Charles Fleet
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Thanks, Kathy. I just spoke to Charles Fleet, who has been out of the office until today, and he is
working on adding DCCAs questions to the draft letter. (b)(5)
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Thanks,
Kathy
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Yee, Rosalie
Davis, George
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 1:05:15 PM
dcca additions&edits to RBC AIs 040815 DRAFT_RS.docx
Confidential
RESTRICTED FR
I dont have any questions or comments about the added questions. Can you please check with
Troy? If he doesnt have time and wants to wait for responses that is okay too. Thanks.
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Wednesday, April 08, 2015 12:07 PM
To: Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee, Rosalie; Vanouse, Melissa A
(Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen,
Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and the seven page attachment are contained in
the email chain on April 8, 2015 at 12:12pm (above). Accordingly, this email and the seven
page attachment are duplicates that have already been addressed.
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Kathy
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
Davis, George
Fergus, Troy E
Yee, Rosalie
FW: RBC Section 3 AI Questions -FRSONLY-Wednesday,
April 08, 2015 1:0:5 PM
dcca additions&edits to RBC AIs 040815 DRAFT_RS.docx
Confidential
RESTRICTED FR
Troy,
As per my voicemail, attached please find a draft of additional information question for the RBC/City
National transaction. DCCA just proposed questions 6 through 11. (b)(5)
too.
Thanks,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Wednesday, April 08, 2015 12:07 PM
To: Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee, Rosalie; Vanouse, Melissa A
(Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen,
Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and the seven page attachment are contained
in the email chain on April 8, 2015 at 12:12pm (above). Accordingly, this email and the
seven page attachment are duplicates that have already been addressed.
To: Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse; George Davis (FRS);
You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen; Charles Fleet
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
To: Rosalie Yee (FRS); Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You
Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Yee, Rosalie
Davis, George
FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 1:11:13 PM
dcca additions&edits to RBC AIs 040815 DRAFT_RS.docx
Confidential
RESTRICTED FR
Assuming Troy gets back to us, do you want to let Kathy Haney know around 2/3 pm that we have no
other questions or comments? Thanks.
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Wednesday, April 08, 2015 12:07 PM
To: Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee, Rosalie; Vanouse, Melissa A
(Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen,
Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email and the 7-page attachment are contained
in the email chain on April 8, 2015 at 12:12pm (above). Accordingly, this email and the
7-page attachment are duplicates that have already been addressed.
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
Kathy
From:
To:
Subject:
Date:
Sensitivity:
Davis, George
Yee, Rosalie
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 1:12:16 PM
Confidential
RESTRICTED FR
Sure.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 1:11 PM
To: Davis, George
Subject: FW: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
1:11pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Scott Tkacz
Andrew Hartlage; Mary Watkins
FW: RBC Section 3 AI Questions -FRSONLY-Wednesday,
April 08, 2015 1:1:2 PM
dcca additions&edits to RBC AIs 040815 DRAFT_RS.docx
Confidential
RESTRICTED FR
(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April
8, 2015 at 11:24am (above).
Thanks,
Chaehee
From: Rosalie Yee (FRS)
Sent: Wednesday, April 08, 2015 10:23 AM
To: Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You Suk Kim; Courtney
Carter; Chae Hee Shin; Peggy Naulty
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain
on April 8, 2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 9:30am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:11pm (above).
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Andrew Hartlage
Scott Tkacz; Mary Watkins
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 1:24:25 PM
dcca additionsedits to RBC AIs 040815 DRAFT_RS (3) -- awh edits.docx
Confidential
RESTRICTED FR
Thanks, Scott, I went in and made changes (b)(5)
handful of other cleanup edits. (b)(5)
, and made a
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April
8, 2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Cc:
Subject:
Date:
Attachments:
Davis, George
Hurwitz, Ivan
Yee, Rosalie
RBC/City National -FRSONLYWednesday, April 08, 2015 1:28:09 PM
LEGALDOCS-556578.DOCx.drf
As you know, we received a comment from Matthew Lee. Attached please find a draft ex parte
memo. (b)(5)
.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
Two page document withheld pursuant to exemption 5.
From:
To:
Subject:
Date:
Sensitivity:
Mary Watkins
Scott Tkacz; Andrew Hartlage
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 1:37:18 PM
Confidential
RESTRICTED FR
Thanks, Andrew! (b)(5)
RESTRICTED FR
Thanks! Please feel free to send around to the group. Mercifully, I think that is it.
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 1:16pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
Sensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
Re: RBC -FRSONLYWednesday, April 08, 2015 2:17:24 PM
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 2:05 PM
To: Davis, George
Subject: Re: RBC -FRSONLY-
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
Andrew Hartlage
Charles Fleet; Scott Tkacz; Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse; George
Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Mary Watkins; Joshua Sherwin; Betsy Howes-Bean
Seven page attachment withheld
RE: RBC Section 3 AI Questions -FRSONLYin full pursuant to exemptions 4
Wednesday, April 08, 2015 2:22:15 PM
dcca additionsedits to RBC AIs 040815 DRAFT_RS -- legal staff edits.docx
and 5.
Confidential
RESTRICTED FR
Hello, everyone, Board Legal staff had a handful of cleanup edits to the draft as sent by DCCA. An
updated document is attached with the changes in redline.
Best regards,
Andrew Hartlage
From: Charles Fleet
Sent: Wednesday, April 08, 2015 12:07 PM
To: Scott Tkacz; Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse; George
Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email
chain on April 8, 2015 at 12:12pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
Thanks,
Chaehee
From: Rosalie Yee (FRS)
Sent: Wednesday, April 08, 2015 10:23 AM
To: Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You Suk Kim; Courtney
Carter; Chae Hee Shin; Peggy Naulty
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain
on April 8, 2015 at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
RESTRICTED FR
Good afternoon,
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm
(above).
From:
To:
Cc:
Subject:
Date:
Sensitivity:
Charles Fleet
Andrew Hartlage; Scott Tkacz; Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse;
George Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Mary Watkins; Joshua Sherwin; Betsy Howes-Bean
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 2:49:07 PM
Confidential
RESTRICTED FR
Thanks, Andrew.
Your edits as pertain to DCCAs questions look fine to me.
Regards,
Charles
From: Andrew Hartlage
Sent: Wednesday, April 08, 2015 2:22 PM
To: Charles Fleet; Scott Tkacz; Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa
Vanouse; George Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:22pm
(above).
RESTRICTED FR
Thanks, Scott.
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
Thanks,
Chaehee
From: Chae Hee Shin
Sent: Wednesday, April 08, 2015 10:28 AM
To: Rosalie Yee (FRS); Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You
Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]
Sent: Tuesday, April 07, 2015 5:45 PM
To: Vanouse, Melissa A (Board); Haney, Kathryn; Yee, Rosalie; Davis, George; Kim, You Suk (ARC);
Carter, Courtney M(ARC); Shin, Chae Hee (ARC); Naulty, Peggy (Board)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Sensitivity:
Davis, George
Yee, Rosalie
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 2:52:30 PM
Confidential
RESTRICTED FR
It looks good to me. I will let Kathy know.
I have not heard from Troy.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 2:45 PM
To: Davis, George
Subject: FW: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
The clean ups look fine; let them know were good? You have not heard back from Troy?
From: Andrew Hartlage [mailto:andrew.w.hartlage@frb.gov]
Sent: Wednesday, April 08, 2015 2:22 PM
To: Fleet, Charles S (Board); Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee,
Rosalie; Vanouse, Melissa A (Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC);
Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:22pm
(above).
To: Scott Tkacz; Kathryn Haney (FRS); Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse; George
Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
(above).
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Cc:
Subject:
Date:
Sensitivity:
Davis, George
Haney, Kathryn
Yee, Rosalie
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 2:57:12 PM
Confidential
RESTRICTED FR
No additional comments from New York.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Haney, Kathryn
Sent: Wednesday, April 08, 2015 2:50 PM
To: Hartlage, Andrew W (Board); Fleet, Charles S (Board); Tkacz, Scott R (Board); Shin, Chae Hee
(ARC); Yee, Rosalie; Vanouse, Melissa A (Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney
M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Thanks for everyones comments. I will put it into a letter format and send over to Mike Sexton for
review/signature.
From: Andrew Hartlage [mailto:andrew.w.hartlage@frb.gov]
Sent: Wednesday, April 08, 2015 2:22 PM
To: Fleet, Charles S (Board); Tkacz, Scott R (Board); Haney, Kathryn; Shin, Chae Hee (ARC); Yee,
Rosalie; Vanouse, Melissa A (Board); Davis, George; Kim, You Suk (ARC); Carter, Courtney M(ARC);
Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:22pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 12:12pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: RBC -FRSONLYWednesday, April 08, 2015 3:18:04 PM
DRAFT:
All,
I received a call from RBCs outside counsel, Donald Toumey of Sullivan & Cromwell. (b)(5)
t.
Regard,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 2:45 PM
To: Davis, George
Subject: RE: RBC -FRSONLY-
Let me know if you need help with drafting an email. I suggest you put the email into Eapps too for
our records.
From: Davis, George
Sent: Wednesday, April 08, 2015 1:21 PM
To: Yee, Rosalie
Subject: RBC -FRSONLY-
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:17pm (above).
From:
To:
Subject:
Date:
Attachments:
Davis, George
Parks, Silvia
RE: RBC/City National -FRSONLYWednesday, April 08, 2015 3:36:45 PM
image002.png
image001.png
I apologize for not sending you a copy of the comment. I will provide it to you in a separate email.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Parks, Silvia
Sent: Wednesday, April 08, 2015 3:30 PM
To: Davis, George
Subject: RE: RBC/City National -FRSONLY-
Hi George,
Where can I find/read the comment?
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
I received a call from RBCs outside counsel, Donald Toumey of Sullivan & Cromwell. (b)(5)
Regard,
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Parks, Silvia
Davis, George
RE: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National Corporation and
thereby indirectly acquire City National Bank -FRSONLYWednesday, April 08, 2015 3:55:25 PM
image001.png
Date:
Attachments:
INTERNAL FR
Thank you, George.
Regards,
Silvia Parks | Supervisory Manager
Large International Financial Institutions
Financial Institution Supervision Group
T--.212.720.7358
M...917.273.2147
E--.silvia.parks@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
INTERNAL FR
Here is the comment from Matthew Lee.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]
Sent: Monday, April 06, 2015 9:56 AM
To: Sherwin, Joshua M (Board); Haney, Kathryn; Vanouse, Melissa A (Board); Naulty, Peggy (Board);
Fleet, Charles S (Board); Cohen, Andrew M(ARC); Shin, Chae Hee (ARC); Davis, George; Yee, Rosalie;
Notaro, Rosanne
Cc: Hartlage, Andrew W (Board); Watkins, Mary L (Board)
Subject: FW: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank -FRSONLY-
INTERNAL FR
Please see below for a comment on the RBC case just received from Matthew Lee. Well need to
acknowledge the comment and also send it to RBC with the standard language inviting them to
respond; well work with OSEC to respond to the request for an extension of the comment period.
George, can you put this in E-Apps also?
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Alison Thro
Sent: Monday, April 06, 2015 9:49 AM
To: Scott Tkacz; Mary Watkins; Andrew Hartlage
Subject: FW: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank
This just in . . . .
From: Matthew R. Lee [mailto:innercitypress@gmail.com]
Sent: Saturday, April 04, 2015 10:14 PM
To: NY Banksup Applications Comments; Office-of-the-Secretary
Cc: Matthew Lee [at] innercitypress.org; Matthew R. Lee [at] FairFinanceWatch.org
Subject: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank
April 4, 2015
Via E-mail comments.applications@ny.frb.org, Office-of-the-Secretary [at] frb.gov
Federal Reserve Bank of New York
Ivan J. Hurwitz, Vice President,
33 Liberty Street
Re: Timely Initial Comment on Application of Royal Bank of Canada to acquire City
National Corporation and thereby indirectly acquire City National Bank
Dear Chair Yellen, Secretary deV. Frierson and others in the FRS:
This is a timely first comment opposing and requesting an extension of the FRB's public
comment period on the Application by Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank.
City National Bank is known as a bank directed at the (most) affluent. RBC is that as well:
In the New York City MSA in 2013, for conventional home purchase loans, RBC made no
loans to African Americans or Latinos. It made one loan to a white applicant (for $1.8
million) and six to race not available applicants, for a total of over $36 million.
City National Bank, in the NYC MSA in 2013 for home purchase loans, made no loans to
African American or Latino borrowers. It made 10 loans to whites - none denied -- and 35 to
race not available. By income, there were 36 loans to upper income borrowers, and only
one to the other income tranches.
How is this consistent with the CRA? For the record, RBC previously bumbled in the USA
with Centura and Alabama BanCorporation. Now it returns, only for the affluent. Hearings
are necessary.
The American Banker of Feb 6 opined that Royal Bank of Canada's deal for City National
showed that buyers will pay up for banks that cater to the wealthy. That's why First Republic,
Boston Private, etc...
This is the priciest deal since the financial meltdown: public hearings are needed, and hereby
timely requested.
Please immediately send all requested information - including a complete copy of the
applications(s) and responses by e-mail to lee@fairfinancewatch.org and
innercitypress@gmail.com, and/or by hard copy by FedEx to:
Matthew R. Lee, Esq.
Fair Finance Watch
c/o 747 Third Ave (hold at location Fed Ex), NY NY 10017 USA
Or regular mail: Matthew R. Lee Esq, PO Box 20047, NYC NY 10017
If you have any questions, please immediately telephone the undersigned, at (718) 716-3540.
Very Truly Yours,
From:
To:
Subject:
Date:
Sensitivity:
Davis, George
Yee, Rosalie
RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 4:05:12 PM
Confidential
RESTRICTED FR
Will do
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Yee, Rosalie
Sent: Wednesday, April 08, 2015 4:05 PM
To: Davis, George
Subject: FW: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
(b)(5)
RESTRICTED FR
George,
I took a look at the draft information request. (b)(5)
Thanks
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 1:09pm
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Davis, George
Yee, Rosalie
FW: RBC/City National -FRSONLYWednesday, April 08, 2015 4:09:39 PM
I have the email drafted. I can send it out first thing tomorrow.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Davis, George
Sent: Wednesday, April 08, 2015 3:51 PM
To: Yee, Rosalie
Subject: FW: RBC/City National -FRSONLY-
(b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Hurwitz, Ivan
Sent: Wednesday, April 08, 2015 3:00 PM
(b)(5)
As(b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
1:28pm (above).
From:
To:
Subject:
Date:
Scott Tkacz
Andrew Hartlage; Mary Watkins
FW: RBC/City National -FRSONLYWednesday, April 08, 2015 4:26:45 PM
INTERNAL FR
I must say, I am very surprised by this.
From:
To:
Subject:
Date:
Attachments:
Arbuthnott, Marilyn
Parks, Silvia
RE: First Public Comment on RBC Application -FRSONLYWednesday, April 08, 2015 4:36:52 PM
image001.png
Thanks.
INTERNAL FR
M... (b)(6)
E--.marilyn.arbuthnott@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
INTERNAL FR
FYI. Please see below the first public comment received in reference to the RBC City National
acquisition. (b)(5)
***
April 4, 2015
Via E-mail comments.applications@ny.frb.org, Office-of-the-Secretary [at] frb.gov
Federal Reserve Bank of New York
Ivan J. Hurwitz, Vice President,
33 Liberty Street
Re: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank
Dear Chair Yellen, Secretary deV. Frierson and others in the FRS:
This is a timely first comment opposing and requesting an extension of the FRB's public
comment period on the Application by Royal Bank of Canada to acquire City National
Corporation and thereby indirectly acquire City National Bank.
City National Bank is known as a bank directed at the (most) affluent. RBC is that as well:
In the New York City MSA in 2013, for conventional home purchase loans, RBC made no
loans to African Americans or Latinos. It made one loan to a white applicant (for $1.8
million) and six to race not available applicants, for a total of over $36 million.
City National Bank, in the NYC MSA in 2013 for home purchase loans, made no loans to
African American or Latino borrowers. It made 10 loans to whites - none denied -- and 35 to
race not available. By income, there were 36 loans to upper income borrowers, and only
one to the other income tranches.
How is this consistent with the CRA? For the record, RBC previously bumbled in the USA
with Centura and Alabama BanCorporation. Now it returns, only for the affluent. Hearings
are necessary.
The American Banker of Feb 6 opined that Royal Bank of Canada's deal for City National
showed that buyers will pay up for banks that cater to the wealthy. That's why First Republic,
Boston Private, etc...
This is the priciest deal since the financial meltdown: public hearings are needed, and hereby
timely requested.
Please immediately send all requested information - including a complete copy of the
applications(s) and responses by e-mail to lee@fairfinancewatch.org and
innercitypress@gmail.com, and/or by hard copy by FedEx to:
Matthew R. Lee, Esq.
Fair Finance Watch
c/o 747 Third Ave (hold at location Fed Ex), NY NY 10017 USA
Or regular mail: Matthew R. Lee Esq, PO Box 20047, NYC NY 10017
If you have any questions, please immediately telephone the undersigned, at (718) 716-3540.
Very Truly Yours,
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
Betsy,
Here is the final version with everyones questions. I ran into Mike in break room, and he said to
email it to him and he would review it (b)(5)
.
Thanks,
Kathy
From:
To:
Subject:
Date:
Attachments:
From:
To:
Subject:
Date:
Attachments:
Sensitivity:
RESTRICTED FR
Mike please see attached. Thanks.
From: Haney, Kathryn
Sent: Wednesday, April 08, 2015 5:09 PM
To: Haney, Kathryn
Subject: FW: -FRSONLYSensitivity: Confidential
From:
To:
Cc:
Subject:
Date:
Attachments:
Mary Watkins
Charles Fleet
Scott Tkacz; Andrew Hartlage
RBC AI Letter - Revised
Wednesday, April 08, 2015 6:21:37 PM
dcca additionsedits to RBC AIs 040815 DRAFT_RS -- legal staff edits v2.docx
INTERNAL FR
Charles,
Scott mentioned that he spoke to you earlier regarding the (b)(5)
.
Attached please find a revised draft of the AI letter including a new question 8. Please let us know
what you think.
Best,
Mary
From:
To:
Cc:
Subject:
Date:
Scott Tkacz
Mary Watkins; Charles Fleet
Andrew Hartlage
RE: RBC AI Letter - Revised -FRSONLYWednesday, April 08, 2015 6:26:57 PM
INTERNAL FR
Charles,
I also talked to Mike W. (b)(5)
.
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Mary Watkins
Sent: Wednesday, April 08, 2015 6:2 PM
To: Charles Fleet
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI Letter - Revised
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 6:21pm
(above).
Andrew Cohen
From:
Sent:
To:
Subject:
Andrew Cohen
Wednesday, April 08, 2015 6:48 PM
Wayne Passmore
Re: Is RBC part (b)(5)
? -FRSONLY-
Great,thanks.
From: Wayne Passmore
Sent: Wednesday, April 8, 2015 3:12 PM
To: Andrew Cohen
Subject: RE: Is RBC part (b)(5)
? -FRSONLY-
INTERNAL FR
Yes,theyarepartof(b)(5)
.
From:AndrewCohen
Sent:Wednesday,April08,201510:20AM
To:WaynePassmore
Subject:IsRBCpart(b)(5)
?[FRSONLY]
INTERNAL FR
(b)(5)
________________________________
AndrewCohen
Chief,FinancialStructureSection
DivisionofResearchandStatistics
FederalReserveBoard
Washington,DC20551
2024522612(office)
From:
To:
Cc:
Subject:
Date:
Charles Fleet
Mary Watkins
Scott Tkacz; Andrew Hartlage
RE: RBC AI Letter - Revised -FRSONLYThursday, April 09, 2015 8:11:31 AM
INTERNAL FR
Thanks, Mary. Im taking a look and will get back to you all with any comments/edits.
From: Mary Watkins
Sent: Wednesday, April 08, 2015 6:2 PM
To: Charles Fleet
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI Letter - Revised
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
6:21pm (above).
From:
To:
Subject:
Date:
Sensitivity:
RESTRICTED FR
Hi Charles it is good to be here! Thanks for your help on the AI. Kathy
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Wednesday, April 08, 2015 2:51 PM
To: Haney, Kathryn
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
Thank you and good to see you over at the Board building for the meeting last week.
From: Kathryn Haney (FRS)
Sent: Wednesday, April 08, 2015 2:50 PM
To: Andrew Hartlage; Charles Fleet; Scott Tkacz; Chae Hee Shin; Rosalie Yee (FRS); Melissa Vanouse;
George Davis (FRS); You Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:57pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 2:22pm
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
at 11:24am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Subject:
Date:
Sensitivity:
RESTRICTED FR
You are welcome! The letter is with Mike now for his review/signature. Hope you are having a good
trip.
From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
Sent: Wednesday, April 08, 2015 1:18 PM
To: Haney, Kathryn
Subject: Re: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
(b)(5)
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
To: Rosalie Yee (FRS); Kathryn Haney (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You
Suk Kim; Courtney Carter; Peggy Naulty; Andrew Cohen
Cc: Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 11:24am
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 7:02pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015
at 5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
From:
To:
Cc:
Subject:
Date:
Attachments:
Andrew Hartlage
Mary Watkins
Scott Tkacz
RE: RBC AI Letter - Revised -FRSONLYThursday, April 09, 2015 8:55:38 AM
dcca additionsedits to RBC AIs 040815 DRAFT_RS -- legal staff edits v2 -- awh edits.docx
INTERNAL FR
Hello, Mary, I fixed a(b)(5)
From:
To:
Cc:
Bcc:
Subject:
Date:
Attachments:
Charles Fleet
Mary Watkins
Scott Tkacz; Andrew Hartlage; Kathryn Haney (FRS); Melissa Vanouse
Charles Fleet
RE: RBC AI Letter - Revised -FRSONLYThursday, April 09, 2015 9:06:25 AM
dcca edits to Mary additions 4-9-15 dcca additionsedits to RBC AIs 040815 DRAFT_RS -- legal staff edits v2.docx
INTERNAL FR
Hi Mary,
I (b)(5)
.
Kathy, Im copying you to keep you apprised of changes to the letter, since its going out from
BS&R. We appreciate your marshalling this through the review process.
Regards,
Charles
From: Mary Watkins
Sent: Wednesday, April 08, 2015 6:2 PM
To: Charles Fleet
Cc: Scott Tkacz; Andrew Hartlage
Subject: RBC AI Letter - Revised
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
6:21pm (above).
From:
To:
Subject:
Date:
Charles Fleet
Kathryn Haney (FRS)
RE: RBC AI Letter - Revised -FRSONLYThursday, April 09, 2015 9:22:27 AM
INTERNAL FR
Thank you so much, Kathy
From: Kathryn Haney (FRS)
Sent: Thursday, April 09, 2015 9:13 AM
To: Charles Fleet; Mary Watkins
Cc: Scott Tkacz; Andrew Hartlage; Melissa Vanouse; Betsy Howes-Bean; Joshua Sherwin
Subject: RE: RBC AI Letter - Revised -FRSONLY-
INTERNAL FR
Charles thanks for the heads-up. I (b)(5)
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at 9:06am
(above).
From:
To:
Cc:
Subject:
Date:
INTERNAL FR
Thanks Mary for this heads-up. I can make this change. Mike may have some changes, so I will
make all the changes at once.
From: Mary Watkins [mailto:mary.l.watkins@frb.gov]
Sent: Thursday, April 09, 2015 9:42 AM
To: Haney, Kathryn
Cc: Hartlage, Andrew W (Board); Tkacz, Scott R (Board)
Subject: RE: RBC AI Letter - Revised -FRSONLY-
INTERNAL FR
Kathy,
Thanks for your help! Andrew noticed this morning that there is a (b)(5)
(b)(5)
t
If youd rather me put this change in, Im happy to do that. Again thanks for your help.
Best,
Mary
From: Kathryn Haney (FRS)
Sent: Thursday, April 09, 2015 9:13 AM
To: Charles Fleet; Mary Watkins
Cc: Scott Tkacz; Andrew Hartlage; Melissa Vanouse; Betsy Howes-Bean; Joshua Sherwin
Subject: RE: RBC AI Letter - Revised -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 9,
2015 at 9:22am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at 9:06am
(above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: please forward (b)(5)
FRSONLYThursday, April 09, 2015 11:00:48 AM
RESTRICTED FR
(b)(5)
.
Thanks.
From: Davis, George
Sent: Thursday, April 09, 2015 10:56 AM
To: Fergus, Troy E; Yee, Rosalie
Subject: FW: please forward (b)(5)
(b)(5)
-FRSONLY-
(b)(5)
RESTRICTED FR
Rosalie FYI.
Troy Please send me contact information for (b)(5)
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Charles Fleet [mailto:charles.s.fleet@frb.gov]
Sent: Thursday, April 09, 2015 10:30 AM
To: Davis, George
Cc: Naulty, Peggy (Board); Fergus, Troy E; Tkacz, Scott R (Board); Vanouse, Melissa A (Board)
(b)(5)
Subject: please forward (b)(5)
-FRSONLY-
RESTRICTED FR
Hi George,
(b)(5)
Thanks,
Charles
Charles Fleet
Senior Supervisory Consumer Financial Services Analyst
Division of Consumer and Community Affairs
Federal Reserve Board
202-452-2776
From:
To:
Cc:
Subject:
Date:
Attachments:
Sensitivity:
RESTRICTED FR
Mike a new version DCCA tweaked their comments slightly. Thanks.
From:
To:
Cc:
Subject:
Date:
Attachments:
Davis, George
Arbuthnott, Marilyn; Arndell, Deborah; Baxter, Thomas; Calabia, Christopher; Charlton, Richard; Choi, Dong
Beom; Dahlgren, Sarah; De, Rajlakshmi; Fergus, Troy E; Hansen, Joyce; Hurwitz, Ivan; McAndrews, Jamie;
Meadow, Patricia; Notaro, Rosanne; Parks, Silvia; Santos, Joao; Smith, David A
Yee, Rosalie; Brannon, Lisa
Royal Bank of Canada - Ex Parte Communications Rule -FRSONLYThursday, April 09, 2015 11:36:16 AM
RBC - Ex Parte Rules Memo.pdf
On April 4, 2015, this Reserve Bank received a timely comment from a member of the public
protesting the application filed by from Royal Bank of Canada, Montreal, Canada, and RBC USA
Holdco, New York, New York, seeking approval to acquire City National Corporation and indirectly
acquire City National Bank, both of Los Angeles, California
The attached document explains the ex parte communications rule that is now in effect. If you
have any questions, please feel free to contact us. Thank you.
George
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RE: please forward (b)(5)
FRSONLYThursday, April 09, 2015 12:13:25 PM
RESTRICTED FR
Can we call Charles? I(b)(5)
.
From: Davis, George
Sent: Thursday, April 09, 2015 10:56 AM
To: Fergus, Troy E; Yee, Rosalie
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at 11:00am
(above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at
11:00am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at
11:00am (above).
From:
To:
Cc:
Subject:
Date:
Sensitivity:
RESTRICTED FR
Thanks for your quick turnaround. I will bring the paper copy over to you for signature.
From: Michael Sexton [mailto:michael.j.sexton@frb.gov]
Sent: Thursday, April 09, 2015 12:18 PM
To: Haney, Kathryn
Cc: Howes-Bean, Betsy E (Board)
Subject: RE: Revised Version - RBC AI Letter -FRSONLYSensitivity: Confidential
RESTRICTED FR
Looks good.
Mike
From: Kathryn Haney (FRS)
Sent: Thursday, April 09, 2015 11:36 AM
To: Michael Sexton
Cc: Betsy Howes-Bean
Subject: Revised Version - RBC AI Letter -FRSONLYSensitivity: Confidential
RESTRICTED FR
Mike a new version DCCA tweaked their comments slightly. Thanks.
From:
To:
Cc:
Subject:
Date:
Attachments:
Yee, Rosalie
Davis, George
Parks, Silvia
FW: Royal Bank of Canada - Additional Information request. -ZFRSSEThursday, April 09, 2015 2:33:04 PM
Royal Bank of Canada (Confidential).pdf
INTERNAL FR
FYI
This is the additional information letter that went to RBCs outside counsel earlier today.
From: Adrienne Scott [mailto:adrienne.scott@frb.gov]
Sent: Thursday, April 09, 2015 1:17 PM
To: tourneyd@sullcrom.com
Cc: Haney, Kathryn; Sherwin, Joshua M (Board); Yee, Rosalie
Subject: Royal Bank of Canada - Additional Information request. -ZFRSSE-
INTERNAL FR
Good afternoon,
Attached is the additional information for the filing by Royal Bank of Canada and
RBC USA Holdco Corporation to acquire City National Corporation and thereby indirectly
Acquire City National Bank .
(b)(4)
From:
To:
Subject:
Date:
Sensitivity:
Davis, George
Fergus, Troy E
RE: RBC Section 3 AI Questions -FRSONLYThursday, April 09, 2015 3:22:32 PM
Confidential
RESTRICTED FR
I wasnt able to get your question into this round of additional information questions. There will be
subsequent rounds of additional information questions. Ill be sure to have you question included.
George Davis
Bank Applications Associate
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
T: 212-720-1711
F: 212-720-1608
From: Fergus, Troy E
Sent: Wednesday, April 08, 2015 3:35 PM
To: Davis, George
Cc: Yee, Rosalie
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
4:05pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
1:09pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
12:12pm (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on
April 8, 2015 at 11:27am (above).
From: Chae Hee Shin [mailto:Chaehee.Shin@frb.gov]
Sent: Wednesday, April 08, 2015 11:10 AM
To: Yee, Rosalie; Haney, Kathryn; Tkacz, Scott R (Board); Vanouse, Melissa A (Board); Davis, George;
Kim, You Suk (ARC); Carter, Courtney M(ARC); Naulty, Peggy (Board); Cohen, Andrew M(ARC)
Cc: Watkins, Mary L (Board); Hartlage, Andrew W (Board); Sherwin, Joshua M (Board); Howes-Bean,
Betsy E (Board)
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 11:24am
(above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 11:24am (above).
RESTRICTED FR
Rosalie,
DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
2015 at 9:30am (above).
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
7:02pm (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
5:47pm (above).
Thanks,
Scott
Scott R. Tkacz
Counsel, Federal Reserve Board
(202) 452-2744
scott.r.tkacz@frb.gov
From: Melissa Vanouse
Sent: Tuesday, April 07, 2015 5:33 PM
To: Kathryn Haney (FRS); Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
Hee Shin; Peggy Naulty
Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7,
2015 at 5:47pm (above).
_________________________________________________
Melissa Vanouse
Manager, Division of Consumer and Community Affairs
Board of Governors of the Federal Reserve System
Tel:
202.452.3488
RESTRICTED FR
DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:11pm (above).
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC DCCA template -FRSONLYFriday, April 10, 2015 10:46:35 AM
The four page DCCA Template, which was finalized on April 13, 2015, has been withheld
in full pursuant to exemptions 4, 5 & 8.
From:
To:
Cc:
Subject:
Date:
Yee, Rosalie
Fleet, Charles S (Board)
Davis, George
RBC -FRSONLYFriday, April 10, 2015 10:47:57 AM
From:
To:
Subject:
Date:
Yee, Rosalie
Davis, George
RBC -FRSONLYFriday, April 10, 2015 3:33:20 PM
When you have a chance, please put a note in our files indicating that we asked Charles Fleet about
(b)(5)
. Thanks.
From:
To:
Cc:
Subject:
Date:
Attachments:
McCune, Crystall
Yee, Rosalie; Davis, George
Brannon, Lisa
RE: RBC/City National -FRSONLY- DONE (EOM)
Friday, April 10, 2015 3:34:12 PM
image003.png
Crystall R. McCune
Bank Applications Support Sr Analyst
Federal Reserve Bank of New York
Bank Applications Function
LEGAL GROUP
Tel: 212.720.2110
Alt Tel: 212.720.8842
Fax: 212.720.1608
Please update to indicate that a timely public comment was received. Also please indicate that AI
questions were sent out April 9th .
Thanks.
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RBC relevant capital section -FRSONLYMonday, April 13, 2015 12:31:44 PM
image001.png
image002.png
INTERNAL FR
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
Emailing: RBC_Branch_Memo_FINAL.docx -FRSONLYMonday, April 13, 2015 1:56:27 PM
RBC_Branch_Memo_FINAL.docx
INTERNAL FR
Your message is ready to be sent with the following file or link attachments:
RBC_Branch_Memo_FINAL.docx
Note: To protect against computer viruses, e-mail programs may prevent sending or receiving certain types of file
attachments. Check your e-mail security settings to determine how attachments are handled.
This 10-page draft document has been withheld in full pursuant to exemptions
4, 5 & 8. In addition, the majority of the information in this document would not
have been considered in the context of the City National application because
such information pertains solely to RBC's federal branch application in New
Jersey, and therefore, would not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Hurwitz, Ivan
Yee, Rosalie; Steffey, Brian
RE: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of business- FRSONLYMonday, April 13, 2015 3:13:04 PM
With respect to RBC/City National, the comment period does not end until April 23rd. It(b)(5)
_____________________________________________
From: Steffey, Brian
Sent: Monday, April 13, 2015 2:06 PM
To: Yee, Rosalie; Hurwitz, Ivan
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of businessFRSONLY-
I (b)(5)
_____________________________________________
From: Yee, Rosalie
Sent: Monday, April 13, 2015 1:45 PM
To: Hurwitz, Ivan; Steffey, Brian
Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of businessFRSONLY-
H(b)(5)
_____________________________________________
From: Hurwitz, Ivan
Sent: Monday, April 13, 2015 9:22 AM
To: Steffey, Brian; Yee, Rosalie
Subject: FW: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of businessFRSONLY-
Please send me anything youd like to submit for the next FISG Report.
_____________________________________________
All,
The next submission deadline for the FISG and LISCC Reports is close of business Monday,
Not Responsive - the Federal Reserve System's Internal Processing Instructions for Submitting Info for
the Financial Institution Supervison Group Reports; also (b)(5).
Not Responsive - the Federal Reserve System's Internal Processing Instructions for
Submitting Info for the Financial Institution Supervison Group Reports; also (b)(5).
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Betsy Howes-Bean
RBC_Branch_Memo_FINAL.docx - UPDATED -FRSONLYMonday, April 13, 2015 3:19:35 PM
RBC_Branch_Memo_FINAL.docx
INTERNAL FR
This 10-page draft document has been withheld in full pursuant to exemptions 4, 5 & 8.
In addition, the majority of the information in this document would not have been
considered in the context of the City National application because such information
pertains solely to RBC's federal branch application in New Jersey, and therefore, would
not be responsive to the FOIA request.
From:
To:
Subject:
Date:
Betsy Howes-Bean
Joshua Sherwin
RE: RBC_Branch_Memo_FINAL.docx - UPDATED -FRSONLYMonday, April 13, 2015 4:32:00 PM
Josh I will take a look at this tomorrow morning, but I think you can go ahead and send it to
Legal now. Thanks!
Betsy Howes-Bean
Manager, International Acquisitions and Activities
Division of Banking Supervision and Regulation
(202) 452-3096
From: Joshua Sherwin
Sent: Monday, April 13, 2015 3:20 PM
To: Betsy Howes-Bean
Subject: RBC_Branch_Memo_FINAL.docx - UPDATED -FRSONLY-
INTERNAL FR
From:
To:
Subject:
Date:
Attachments:
Joshua Sherwin
Flora Ahn; Kevin Kostyk
RBC Branch Memo -FRSONLYMonday, April 13, 2015 4:38:41 PM
RBC_Branch_Memo_FINAL.docx
INTERNAL FR
Hi All, attached is our draft of the RBC memo.
(b)(5)
Joshua Sherwin
International Banking Acquisitions & Activities
Banking Supervision & Regulation
202.452.6430
202.631.3420
From:
To:
Subject:
Date:
Attachments:
Fergus, Troy E
Yee, Rosalie; Steffey, Brian; Linares, Caroline; Binns, June; Lamourt, Michele; Lizardi, Carmen; Bustelo, Felix;
Arndell, Deborah; Benson, Kenneth; Sarvey, Bill J (Board); Calabia, Christopher; VANTERPOOL, LENA; Bryant,
Stacy L; Hurwitz, Ivan; Conway, John
-FRSONLY- Week of 4/06/15 to 4/10/15 - Applications
(b)(5)
Monday, April 13, 2015 4:47:23 PM
image001.png
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also
(b)(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)
(5)
Not Responsive - concerns entirely unrelated applications/matters involving other institutions; also (b)
(5)
Royal Bank of Canada, Montreal, Canada and its direct, wholly-owned subsidiary, RBC USA Holdco,
New York, New York, to acquire City National Corporation and indirectly acquire City National Bank,
both of Los Angeles, California, pursuant to Sections 3(a)(1), (2) and (3) of the Bank Holding Company
Act of 1956, as amended. Filing Receive Date: 3/18/2015
Status as of 4/10/15: Application Status
A timely public comment was received on April 4th and the additional information request was sent on
April 9th.
Troy Fergus
RCFI
Financial Institution Supervision Group
T--.212.720.5596
T- (b)(6)
(blackberry)
E--.troy.fergus@ny.frb.org
33 Liberty Street, New York, NY 10045 | newyorkfed.org
From:
To:
Subject:
Date:
Charles Fleet
Kathryn Haney (FRS)
FW: RBC AI Letter - Revised -FRSONLYMonday, April 13, 2015 5:28:05 PM
INTERNAL FR
Hi Kathy,
Just wanted to check in with you on the status of this draft AI request.
Thanks,
Charles
From: Scott Tkacz
Sent: Thursday, April 09, 2015 9:32 AM
To: Kathryn Haney (FRS); Charles Fleet; Mary Watkins
Cc: Andrew Hartlage; Melissa Vanouse; Betsy Howes-Bean; Joshua Sherwin
Subject: RE: RBC AI Letter - Revised -FRSONLY-
INTERNAL FR
Thanks very much, Kathy! We echo Charles in our appreciation for coordinating this.
From: Kathryn Haney (FRS)
Sent: Thursday, April 09, 2015 9:13 AM
To: Charles Fleet; Mary Watkins
Cc: Scott Tkacz; Andrew Hartlage; Melissa Vanouse; Betsy Howes-Bean; Joshua Sherwin
Subject: RE: RBC AI Letter - Revised -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 9,
2015 at 9:22am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at
9:06am (above).
DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at
9:06am (above).