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First Republic Bank (NYSE:FRC)

14th Annual Credit Suisse Financial Services Forum Conference Call

February 12, 2013 11:00 am ET

Executives

James H. Herbert II – Chairman and Chief Executive Officer

Katherine August-deWilde – President and Chief Operating Officer

Brian Smith – Senior Managing Director

Unidentified Analyst

Next up, we have First Republic Bank. I’m sure many of you guys know the story here, a franchise that was established in 1985 and has since kept its niche model in place targeting that high net worth customer in select metro markets on both sides of the coast.

You may recall in 2007, they sold the Merrill Lynch for 3.6 times tangible book and then they were subsequently bought by BofA in 2008. And then in 2010, management and a group of investors led a buy out to regain their independence and since the sale to Merrill Lynch in 2007, they have more than tripled in size and generating that core funded loan growth at 20% clip in leading with the prime jumbo mortgage to help establish that broader relationship.

Now with that, very happy to have Chairman and CEO, Jim Herbert here with us and a couple of his colleagues that I let him introduce if that’s right when he gets appear. Thanks.

James H. Herbert II

Thank you. We’ve been here – we're going to go through slides here. Let me get up to a start of slide here. Let me introduce the folks that are here with me Kerry [August-deWilde] my far right here. He’s been with us about seven or eight years. Both Kerry and Brian Smith to her left have been with the bank, Brian Smith is about 12 or 13 years now Senior Managing Director has a large book of business. Kerry has been co-head of our officers in New York and they have both moved to Palm Beach recently, and they are opening our Palm Beach office which we opened last night.

And we opened the Palm Beach office last night, and so we are following our clients basically Portland, Boston and New York clients down to Palm Beach and to Florida, but Palm Beach in particular. So I'm going to ask them to way in here in a moment and particularly on questions in terms of the company.

Let me go through the slides briefly, but let me start by characterizing what First Republic really is. It is a service organization that actually happens to be in banking. Our whole deal is very old fashion take care of the client, get to know them relationship banking, Brian, Kerry have been working with their client based for a long time I would expect they would continue to work with them for many years to come. And what people really are looking for in good banking is someone that knows them and understands them and most importantly cares about them. And can respond and tell us quickly to their needs.

And if they have a need that they can’t meet, we can meet then we'll direct them somewhere that can meet them and our job as an organization is to be able to take care of our best clients needs and so we constantly add products and items with Wealth Management side is very much that way.

The numbers speak for themselves. In terms of size, we are $30 million or so, $34 billion rather and we are about $32 billion of wealth management. Importantly, we’ve had in addition to service the other core principle of the enterprise, actually two other cores, number one never run out of capital and number two good credit quality, actually number one good credit quality.

We’ve had about 20 basis points of cumulative losses since we started the bank in 85 and never had a loss year. I started bank in 80, sold in 84 and started this in 85 and not have a loss share in the other banks either. We are very conservative. It is contradictory to our growth rate a little bit, but our fundamentals are very core to how we operate.

We are in urban, coastal markets I’ll come to a slide on that in a minute, attractive client segments. The last year has been a good year, 20% plus growth, wealth management is up quite a lot, we did make an acquisition, we’re very settle to make acquisitions, we acquired Luminous which is about a $5 billion plus asset manager, great group of folks about 30 of them. They’ve joined us. They are going to move into our two offices that we operate in Sand Hill Road and Century City.

Book value per share, when we bought the bank back from Merrill BofA, we bought loans at about $0.96 on the dollar that are paying a $1, so we have some book value accretion coming in over time. Our core diluted earnings which is what I focus on were up 25% plus last year. We also went to the market three times in preferred, perpetual, non-cumulative stock. We’ve used that vehicle over the years, it is a very good form of capital and we tap the market three times and worked out quite well.

Acquired Luminous, we did our stock offerings. This is our pictorial of how we deal with our clients, pretty simplistic but it’s actually true. Brian and/or Kerry will handle the clients needs pretty much top to bottom and bring the piece of the bank to the client that they need, but their banker is that person and that’s how the client thinks about it and that is who the client importantly, that’s who the client refers to their like kind friend. And so our growth rate is enormously organic, it’s 70% of our growth at least is one off referral.

We just play this less than a minute; it’s how we market the bank. It is testimonials basically (inaudible).

[Video Presentation]

Basically that’s and this is why we grow and this is a little business school we like I’m sorry we never going to figure out better way to say it. But the bottom line is we do a really good job for the clients, they get excited about that and they tell their friends. And it’s an old fashion model but the glue, the thing that makes it work is, we don’t change all that much.

And by that I mean, even the face of the banker that you are dealing with doesn’t change. And people hate change in their bankers, they just hate it. They want to have somebody that knows them and stays with them. And then adds products and services all the time and they are comfortable with. And that’s really the top box is 70% of the growth. We do the other obvious things; we hire new people that bring books of business with them, we open new offices in Palm Beach, and we have a very focused marketing activity, because we know who our likely next client is, where they live, and what they do.

This is – we’ve been trying for years to kind of talk about the geography we’re in. So this is a chart we’ve come up with that is done by the Rosen Consulting Group out of Berkeley, it took about six months. This is basically a GDP of our markets versus the country. And it makes the obvious point that our markets have held up better and recovered better than the economy as a whole. So when you buy First Republic, you are buying a very specific set of geography.

Silicon Valley is about 35% of the bank. San Francisco, San Mateo, Santa Clara counties, just those three counties. And just most of you know the story in San Francisco, but Silicon Valley is definitely in the city now. It wasn’t before but this time it has come up to the city. It’s a big deal actually. It’s transformative for San Francisco. And then New York, Boston, West L.A. up and down the coast in San Diego and now Palm Beach.

I’m not going to bother to read that, I just went through the areas. We have very attractive markets. We tend to focus – this is the Capgemini Study of the World Wealth Report. Their core metric is households that have $1 million of liquidity or more. 55% of such households live in our markets versus only 21% of all households, so it is very target rich the markets we’re in. And then our share of the markets by market are there, we’ve done this study every two years for eight years now.

We’ve grown our share, our number of high net worth households this is one major of our success, it’s not our only client base. Our total client base that shows up 43,000 household count in ‘11 about a year old data, year and a half now. Our total client base would be about 110,000 relationships. It’s organic growth, very strong 20% plus. That is not a target it just happens. It’s really not, we have a business plan but we don’t set targets for growth ever.

Silicon Valley does contain about a third of our client base, that is obviously very beneficial, they are on a serious role, we all know. Balance sheet make up, single family home loans, borrowing old single family home loans about 60% average LTV but it pays the bills, we make a nice spread on it because we are deposit funded mostly with lower cost checking accounts, we’ll come to that in a moment and this is the heart and soul of the client who decides who have the law firm that they run banks and where the private school that they are on the board of banks. So we follow the client to their assets and to the things they influence or control.

And that has led us to business banking which has become a pretty big business actually. And let me just do this and I will get to business banking but the attribute of our home loan clients, their average net worth is about 14 call it 15 million, but the median is important, median is about 3 million. But note in each case, their liquidity is almost equal to their loan and in fact the average is four times a loan. These are highly liquid clients.

A lot of young professionals or entrepreneurs, the gamut of folks that you might expect in the urban markets we’re in. Our historical loss experienced, we’ve lost 5 basis points on home loans of $60 billion in 29 years that includes ‘08. And those are loans that we keep or sell, we don't distinguish. If we sell loans, which we do quite a lot of, we keep sourcing. Total loans or loss about 18 basis points on every kind of loan we've ever done. Charge off experienced this past year, we had a one basis point charge-off on the loan portfolio.

Business banking, it’s a very big deal actually. We're about 50% business bank now from a deposit funding point of view. Average loan outstanding was about $1.5 million, deposit size $0.25 million, 80% of these businesses are banked with us, the principles bank with us, and that's how we got to the businesses. What are they?

They are non-profits and schools, biggest category. The bedrock of the communities that we live in. We bank a lot of them. Capital call lines to venture capital and private equity funds, we bank about 800 funds nationwide most of those funds are on the coast obviously a lot of them are in Chicago as well and we do a few there. So it's a good coastal, urban kind of business basis what it is. Law firms, accounting firms, deposit franchise.

Business deposits are 40% plus now that’s mostly checking, and then we have three channels of way we think about it. We have the business channel and then on the consumer side we have the preferred office channel, and we have the preferred banking channel which is linked more to the lending.

Core deposits, 97% of these deposits are core. We've been running out CDs with low rates, been tuning them down in price and that tends to move out the single product CD client. The positive side, deposit offices are very large actually, very profitable, we've been doing deposit only about 65% now, 70% probably by the end of this year roughly.

The core efficiency, we are a high-touch bank, so our efficiency ratio tends to be a little high, but it's been pretty stable, and we're operating quite comfortably. And this is the core efficiency ratio without purchase accounting. This is truly the core ratio. And we are very comfortable in the 58% to 62% kind of range.

Just one major of efficiency of people, we do larger average size very clean transactions with less number of clients with very good people. But on the average are the assets per person in our bank are about 2.5 times in normal bank and that has to do with the clean large average size and very strong people handling a lot more dollars, but probably less people in terms of clients.

Profitability is almost three times, pretax profitability is almost three times, preposition on most banks. Private wealth management is going very nicely, took a giant leap this last year, as you can see from the shading both the top shading that includes Luminous as well – the acquisition as well as our own internal growth.

Fee income is climbing, this does it. We have no Luminous income in the year. So that doesn't show up at all again. NIM is under pressure we can talk about that in Q&A, but net interest income which really pays the bills is actually climbing rather nicely and steadily and continue to climb in the last quarter of the year. Translating into core EPS, very nice growth rate. Since we came out, we bought the bank back the first quarter that we were independent was the third quarter of 2010, so it's been about two and half years in terms of reported quarters, it's gone well.

Stable margin, we work really hard at asset liability matching, spent a lot of time on it. We’re on at every week and that has resulted in a very stable NIM even in volatile periods, again that’s core NIM, that's not purchase accounting NIM. Book value is accreting rather nicely both through accretion, purchase accounting as well as regular income. Stock performance has been good, the chart on your left is the performance up to, but not including the purchase by Merrill and the one on the right is subsequent to coming public again.

With that – I’ll make one last point sorry, we bought it back with private equity ownership. They were at one point 73% of all the ownership. We have managed to get them down to 14% through series of offerings and block trades. So that overhang is pretty well gone really at this point. The largest holding position there to Collin Capital, G&A were our leads. Each of them have a representative on the board, but they started as you can see up in the 22% range. So they are very happy with that achievement and that overhang is still there little bit, but has gone we moved 45 million shares in the last year. We do a stress test voluntarily it looks good.

With that let me stop, I don’t have to get back here, set the red back, is that going to work? I’m going to screw it up. Let me go back to may be that, let me leave that on. And then open up for questions, okay.

Unidentified Analyst

May be we can start with the polling questions, if that’s all right. So the first one, what concerns you most about FRC shares, loan growth, expense growth, Basel III or QRM?

James H. Herbert II

This is cool. I’ve done this before. See (inaudible) is that the deal?

Unidentified Analyst

Yeah.

James H. Herbert II

I like it. People vote on CEO here. You don’t have a CEO vote in here? Okay. More growth oriented though. Okay, next question.

Unidentified Analyst

When evaluating the attractiveness of earning FRC, what do you struggle to understand, one, increased operating leverage, two, ROE potential, three, suitability of growth and margin outlook.

James H. Herbert II

Still plenty of growth.

Unidentified Analyst

Yeah, a more tilted growth, okay. Do you think the market is giving First Republic enough credit for its wealth management platform, yes, no, or you’re unsure?

James H. Herbert II

All right, interesting. Looks like there is some potential there. Do you think FCR is a willing seller? Yes, no, or unsure?

[Video Presentation]

Unidentified Analyst

All right. Like that answer. Then the last one, if you do think the winning seller win 2013, 2014 and 2015 beyond. All right, may be that Luminous deal push things back a little bit. Okay, thank you for the polling questions. So I move to Q&A.

Question-and-Answer Session

Unidentified Analyst

May be I will just start with one and then we can open up to the audience may be many hand with the mic. But Jim, may be can you start with may be an update in January and what you’ve seen kind of to date from a volume perspective and there is some concern not just with your business, but banks in general with the pull through of growth in December and whether or not I know that you obviously have a unique model here, but just curious what you kind of have seen in the month of January?

James H. Herbert II

Well, obviously don’t give up intra-quarterly numbers, but we are satisfied. It’s been okay. We saw the same thing I think most people saw, all kinds of transaction for various multiple reason moved into the fourth quarter, particularly California. My work is California based and California had a big tax change although, most people do not realize it was retroactive so it almost didn’t matter when you acted but people did anyway but then anticipating the federal changes.

I would say the expected difference between the fourth quarter which is usually our best quarter and the first quarter which is usually in fact our lowest quarter for the loan volume, not only for earnings, will be normal this year may be we would have thought it was going to be greater, but I don’t know sure it’s going to turn out that way. The rates are still very attractive for refinancing and Brian you might talk to your purchase loan volume is that on?

Brian Smith

Okay. We are seeing, excuse me, refinance to purchases roughly 60, 40 and that’s the purchase numbers are growing. Two years ago it was probably 24, 75, 25. And even the refinances are in excellent way to acquisition new clients and when they come in through a refinance, we incent with them check accounts, we incent them with service. And I can think of several instances where we did a refinance for somebody a year ago and then their neighbor, their friend is the next, he wants to talk to you it builds. It’s very accretive.

Unidentified Analyst

Kerry, how about deposit flow and client base?

Katherine August-deWilde

It is very much the same. Our private clients went to the next in relationship priced on both sides of the business. So we incentive people to work with us, no matter what their need is and then we leave them to our colleagues, so we took a very team approach to the client acquisition and it benefits both sides of the balance sheet.

James H. Herbert II

And the sense of volume has not diminished really.

Katherine August-deWilde

No, not at all and as we enter where our new market but new areas in our existing markets as we follow our clients which is what has led us from one place to the next. We’re seeing the volume continue and additional volume work into the offices.

Unidentified Analyst

Okay.

James H. Herbert II

Yes.

Unidentified Analyst

With the increased tax burden in California, what’s the risk that your high net worth clients, particularly as they get towards retirement seeks a market where may be you guys aren’t present, just pick up a better tax regime?

James H. Herbert II

Well it’s a real issue actually and in fact we’ve already seen it. The question is what takes them over, we were at 10% before, now we are 13% more or less in California. Is that three of the dealt with symptom. Some people would ask, they are just, they kind of had it, that’s the one that put them over, coupled with everything else. But we’re already active in Jacksonville, we have a lot of loans in Jacksonville, we actually, historically have been quite active in Las Vegas, we are not right now, but we do have some loans there.

And we’ve come to Palm Beach and quite frankly one of the real drivers is our clients are down here for all kinds of reasons including tax. Particularly (inaudible) your illusion to the aging is obviously a big deal, because the Baby Boomers are just beginning to retire. And in the case of our client base, they have substantial or cumulated net worth, not all of which has been taxed, the building they haven’t sold yet or whatever the company they are about to sell. And so I think it is going to play an increasing role, we do, we follow our clients.

We have a lot of business in [Vale], Hawaii, Las Vegas, Jacksonville, Palm Beach. And so the question is how much do we have to follow them to get keep share. And if whether banking and ATMs free rebated that sort of thing. We probably don’t have to go to Jacksonville to follow the person from California to Jacksonville but there may be a lot, there may be a critical mass there that would help us pick up new clients. That’s what we are doing in Palm Beach, we are following our critical mass, we have critical mass in Palm Beach, I think it’s going to be one of the fastest success offices we’ve ever had, a real critical mass down here already.

Thanks, Mike.

Michael D. Selfridge

Thanks.

Unidentified Analyst

Can you talk about possibly other markets, I’m a little confused why you are not in the DC market, it seems to be the from home prices to law firms allowing from it seems to be a place to go?

James H. Herbert II

Everybody is aware. It is an obvious one actually and we thought about it but you know it is interesting. The average income in D.C. is high, the peaks and valleys are little muted okay, and the entrepreneurship which is actually one of the bed rocks of our enterprise is muted for all kinds of reasons. The other thing is that there is a lot of turnover. It’s not the most stable town, out there is a – there is a coreless ratio knocking D.C. in anyway but in fact I lived in Virginia I did business in D.C., so I understand that town fairly well actually, but before the banking business.

But there is a lot of turnover and that is not necessarily the best place for us. We function extremely well in highly stable energized urban markets, the more vertical they are the better, because the buzz happens best up and down the elevator so to speak.

L.A. for instance is very challenging for us. We dug in, we figured it out but took a long time because it is so horizontal. Washington is a little bit that way, government buildings withstanding.

Unidentified Analyst

From an M&A front, for opportunity where the management team, the cultural state of the bank and you basically become similar to your Merrill Lynch agreements.

James H. Herbert II

Well having sold the Merrill, it is so hard for me to say no. We were approached a lot of times and we had some alternatives even at that time not other than Merrill. But Merrill made sense to us because their deal with us quite clearly was will keep you separate, we want you to be our Tiffany’s Bank to take care of our best clients, and do what you do also and take us to your clients. That’s how we think about it, that’s actually makes lot of sense and they were an American icon. So why not, the price was very right, so the shareholders were very well taken care off, that’s obviously the first issue, but then I’ve got two other constituents, got employee base and got client base, and both of them fit very well that too. We like five people go in that merger. So and we lost no clients at all, in fact, we doubled inside of Merrill and BofA in three years, so not from their client base just from nobody else home at the other banks. But, so it can work and that would have worked, I believe actually. But just to have a right culture, culture is everything is whole dealers’ culture.

Unidentified Analyst

Next on the QM front as you understand it today, I know there is a lot of uncertainty still with it. But can you give us a sense for, what you think the impact might be with your interest only feature on about 40% of your loan book?

James H. Herbert II

Yeah, it’s a very interesting question. We’re not really sure that the question is most of you probably familiar with it. Interest only loans are not going to be qualified mortgages under the proposed rules from the Consumer Financial Protection Bureau. Making them disadvantage both as to collectability possibly, although I’m sure that, because there’s ability to pay test, which we more than need in every case, would make a loan if we didn’t.

But the question is secondary market acceptability of IOs and things with that nature. I’m actually consciously optimistic, I think they made a mistake on those one, we wrote papers saying so, but didn’t obviously care anyway. But so where we’ve sold packages of IOs very recently subsequent to the information coming out, prices are fine. But I think it’s early to Asia, and it’s not a final rule yet, but then the capital requirements, we can sustain the capital requirements. The flip side of it is, I found myself wondering what competitors will do. And they only stay in the business private backing sections of big players or they will go out. They would have go out could be interesting.

Unidentified Analyst

And how might you tweak the product though?

James H. Herbert II

Sorry.

Unidentified Analyst

How might you tweak the product…

James H. Herbert II

Depending entirely on the competitive environment, that product is not of our making, that product is of the client’s desire. And so we respond to their desire, the IO loan is a particularly good product for someone who has a unpredictable bonus stream. And actually a vast majority – a large percentage of our higher loans in fact, make unusual principal payments along the way. Bonus comes in and they pay down, bonus doesn't come in and they don't pay down, so it works very well. And so from my point of view, if I got a really good credit paying me like clock work, why would I want to make a new loan, I’d like to keep that one on the books. So it doesn't – if you think about it logically it's really the best kind of loan, the risk for a bank to make if you have a loan to value ratio the will – a credit that will see you through the diction across which we appear to be able to find. So I don't know it's hard to call it is too early.

Unidentified Analyst

Okay. So if you guys have questions, the audience just raise your hand. Maybe on the Luminous deal close just before year-end, can you give us and maybe sense for what you might be surprised about maybe both positively and negatively or what?

James H. Herbert II

Well, I think positively we've been personally surprised that not only have they not lost clients from the announcement of the acquisition, but they are still growing, so that is a litmus test of their – relationship with their clients and the perception of First Republic as an acquire or by their clients and we like that lot. And then the – they had, of course, we had to got to get approval from a high percentage before we’ll close test in the deal, and they met that rather handily.

And then I think the other side of it is the risk is always culture, and the starter indicators are extremely good, but I think it takes a year to find out, are they comfortable inside us, are we comfortable with them, are there clients measuring the yearly science on that are very good, people getting loan very well, very cooperative environment, they are intensely service based like we are. That's the first acquisition we've made in many years, maybe a decade, and we have probably looked a lot of money managers, so and the decision was based on culture, so I think we got the right, but that still out, the juries always out on culture for about a year, I think that's the risk factor. They have contracts, just not the issue, but you can’t make people come north.

Unidentified Analyst

Okay.

James H. Herbert II

Brian, if you had any exposure to them at this stage or is it...

Brian Smith

No, no, yet.

James H. Herbert II

Not yet, really, (inaudible).

Unidentified Analyst

Maybe on loan pricing you’ve seen a backup and raise a little bit here on the long and at least just curious and what you are seeing whether or not you see some stabilization in pricing, I think you’re doing wonderful family stuff closer to the low-threes, I think your portfolio yield is 376 right now, just curious what you are seeing out loan pricing?

James H. Herbert II

Brian you can confirm this one. It's a pretty stable isn't that?

Brian Smith

Rates have been very stable.

Unidentified Analyst

Even with the up tick...

Brian Smith

Even with the uptick of the ten year, our pricing has been relatively flat.

James H. Herbert II

Stop going down, which I think is most important fact probably on that response so far, the steepening of the curve, which is fairly modest anyway hasn’t really resulted in any uptick that's for sure, but to stop it from declining in the five and seven year hybrids which is good.

Unidentified Analyst

The embedded...

James H. Herbert II

If I could add to that for a second, just for perspective got a question in one-on-one session a little while ago – exactly, but there is a practical matter if the curve were about 50 basis points steeper from two to ten, we would be operating almost that perfection. Lower rates, very stimulative for relative activity, lot of volume, and about 50 basis points more on a five-one, or seven-one, and that’s about exactly where you’d likely to be, given the cost of funds as driven more or less by the short end. We’re about 50% checking now anyway. And so everybody thinks rates are terribly low, and in fact, there within about 50, may be to 75 at the most slop of yield curve to perfection, for our business. I don’t want them to go lower, but we’re not dying at this level by any means. And we’d love the ability to acquire clients.

Unidentified Analyst

Any other questions in the audience. May be just one more as related to the muni portfolio, that’s right, part of the reason why you’ve – I think your margin is held up relatively well is, probably because you have a exposure to muni is and the duration there I think is probably seven plus years.

James H. Herbert II

Yeah.

Unidentified Analyst

So the degradation in rates there isn’t as bad, but just curious that has imposed a problem of being a larger concentration (inaudible) portfolio, any, I guess, what’s your view on how you might diversify that if at all?

James H. Herbert II

Well, we established the position relatively rapidly when we were coming out of Merrill, because we had cash of BofA. We had cash, and we didn’t have any investment portfolio. And we have had traditionally for many, many couple of decades a moderate kind of 5% of balance sheet muni portfolio, held in maturity category. The practical duration on that portfolio is probably between nine and ten years, may be eight to ten years. But as you obviously as a portfolio grows in gains age of its own that duration can come down a bit.

The add rate to the portfolio slower now that was only first came out. And so I think that portfolio is probably almost peaked as a percentage, as it's percentage of total that we [operate]. We've also added some shorter term CMBS at the senior level we like it, we understand it, we analyze the deals since if we are making loans, and we’ve added some CLOS recently, again at the senior level for diversification, but we're not piling into investments it's getting overheated.

Unidentified Analyst

I think we'll leave it there. Thanks.

James H. Herbert II

Thank you all very much. Appreciate it.

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