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  • FOIA: On Royal Bank of Canada-CNB, Here's Federal Reserve's Response To ICP On FOIA Five Months Ago

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    Matthew Russell Lee
    2K vues1 686 pages
    RBC Met Fed Before City National Disclosed, ICP FOIA Shows, UNreal By Matthew R. Lee NEW YORK, October 3 -- The largest US bank merger proposed so far in 2015, that of Royal Bank of Canada and affluent-focused Los Angeles-based City National Bank, has since April been the subject of a Community Reinvestment Act challenge by Fair Finance Watch. Back on April 11, Inner City Press submitted a Freedom of Information Act (FOIA) request to the Federal Reserve for it communication with and about RBC and City National. Only on September 30, more than five MONTHS later, did the Fed response. In the spirit of transparency, we are putting the response online here. It shows among many other things that RBC was meeting with the Federal Reserve well before the public announcement of its City National proposal; it has many redactions which we will be appealing, for example “When you have a chance, please put a note in our files indicating that we asked Charles Fleet about [REDACTED] (b)(5) . Thanks.” The LA Times has reported on the "letter from the Fed [which] asks the banks to respond to questions raised in written comments by [FFW]. Spokesmen for the banks declined to comment.... Fair Finance Watch, a New York advocacy group for minorities, questioned a deal between the banks in a June 11 comment letter to the Fed." Inner City Press first put that Fed letter online, here; then Canada's National / Financial Post reported without credit it had "obtained" it. By contrast, in another pending proposal, CBSI - Oneida, the Syracuse Post-Standard disclosed that "Inner City Press forwarded the letter to news outlets. Some of the Fed's questions focus on whether Community could improperly control matters at Oneida in advance of the acquisition. Community is working on Fed's questions, said Hal Wentworth, Community's senior vice president for retail banking." One common theme is that non-control (and therefore antitrust) laws are being violated. One difference is that CBSI does comment to the media -- if only to blame the messenger -- while larger RBC and CNB do not. Arrogance? On CBSI's blaming the messenger, FFW has commented to the Fed that it will "will comment again when CBSI has provided a copy of its response to the FRS' questions of July 13. Beyond the CRA and impermissible “control” questions raised therein, we wish at this time to raise the issues that, in a public response to ICP's comments, CBSI's SVP for retail banking said the following, in a prepared statement no less: 'In a statement today, Hal Wentworth, Community's senior vice president for retail banking, said that Inner City Press is not a local group and pointed out that letter was the only one filed on the Oneida deal. "This activist does not do business with either Oneida or Community Bank."' If it would be inappropriate for CBSI to comment on or disclose information about its customers, in this context the same applies to the above-quoted, which, separately, is reminiscent of human rights abusing countries emphasizing where the rights groups who study and report on them are based." On June 6, FFW submitted into the record before the Fed: "RBC, City National off to friendly start ahead of $5.4B takeover Globe and Mail, May 26, 2015, quoted from below. Now the Federal Reserve has asked RBC: "A commenter alleged that in May 2015 RBC and CNB collaborated to extend credit to a customer of CNB. Please address this claim. In your response, discuss in detail in detail whether RBC exercises a controlling influence over the management or policies of CNC or CNB without prior approval of the Board. In addition, discuss whether, since entering into the proposed transaction, RBC and CNB have collaborated, or plan to collaborate, on extending credit to any other borrower, and describe the nature and circumstances of those collaborations." There are other problems, including RBC's non-compete agreement with PNC Financial Services. But this gun-jumping shou

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    FOIA: On Royal Bank of Canada-CNB, Here's Federal Reserve's Response to ICP On FOIA Five Months Ago

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    RBC Met Fed Before City National Disclosed, ICP FOIA Shows, UNreal By Matthew R. Lee NEW YORK, October 3 -- The largest US bank merger proposed so far in 2015, that of Royal Bank of Canada and affluent-focused Los Angeles-based City National Bank, has since April been the subject of a Community Reinvestment Act challenge by Fair Finance Watch. Back on April 11, Inner City Press submitted a Freedom of Information Act (FOIA) request to the Federal Reserve for it communication with and about RBC and City National. Only on September 30, more than five MONTHS later, did the Fed response. In the spirit of transparency, we are putting the response online here. It shows among many other things that RBC was meeting with the Federal Reserve well before the public announcement of its City National proposal; it has many redactions which we will be appealing, for example “When you have a chance, please put a note in our files indicating that we asked Charles Fleet about [REDACTED] (b)(5) . Thanks.” The LA Times has reported on the "letter from the Fed [which] asks the banks to respond to questions raised in written comments by [FFW]. Spokesmen for the banks declined to comment.... Fair Finance Watch, a New York advocacy group for minorities, questioned a deal between the banks in a June 11 comment letter to the Fed." Inner City Press first put that Fed letter online, here; then Canada's National / Financial Post reported without credit it had "obtained" it. By contrast, in another pending proposal, CBSI - Oneida, the Syracuse Post-Standard disclosed that "Inner City Press forwarded the letter to news outlets. Some of the Fed's questions focus on whether Community could improperly control matters at Oneida in advance of the acquisition. Community is working on Fed's questions, said Hal Wentworth, Community's senior vice president for retail banking." One common theme is that non-control (and therefore antitrust) laws are being violated. One difference is that CBSI does comment to the media -- if only to blame the messenger -- while larger RBC and CNB do not. Arrogance? On CBSI's blaming the messenger, FFW has commented to the Fed that it will "will comment again when CBSI has provided a copy of its response to the FRS' questions of July 13. Beyond the CRA and impermissible “control” questions raised therein, we wish at this time to raise the issues that, in a public response to ICP's comments, CBSI's SVP for retail banking said the following, in a prepared statement no less: 'In a statement today, Hal Wentworth, Community's senior vice president for retail banking, said that Inner City Press is not a local group and pointed out that letter was the only one filed on the Oneida deal. "This activist does not do business with either Oneida or Community Bank."' If it would be inappropriate for CBSI to comment on or disclose information about its customers, in this context the same applies to the above-quoted, which, separately, is reminiscent of human rights abusing countries emphasizing where the rights groups who study and report on them are based." On June 6, FFW submitted into the record before the Fed: "RBC, City National off to friendly start ahead of $5.4B takeover Globe and Mail, May 26, 2015, quoted from below. Now the Federal Reserve has asked RBC: "A commenter alleged that in May 2015 RBC and CNB collaborated to extend credit to a customer of CNB. Please address this claim. In your response, discuss in detail in detail whether RBC exercises a controlling influence over the management or policies of CNC or CNB without prior approval of the Board. In addition, discuss whether, since entering into the proposed transaction, RBC and CNB have collaborated, or plan to collaborate, on extending credit to any other borrower, and describe the nature and circumstances of those collaborations." There are other problems, including RBC's non-compete agreement with PNC Financial Services. But this gun-jumping shou

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    FOIA: On Royal Bank of Canada-CNB, Here's Federal Reserve's Response To ICP On FOIA Five Months Ago

    Transféré par

    Matthew Russell Lee
    RBC Met Fed Before City National Disclosed, ICP FOIA Shows, UNreal By Matthew R. Lee NEW YORK, October 3 -- The largest US bank merger proposed so far in 2015, that of Royal Bank of Canada and affluent-focused Los Angeles-based City National Bank, has since April been the subject of a Community Reinvestment Act challenge by Fair Finance Watch. Back on April 11, Inner City Press submitted a Freedom of Information Act (FOIA) request to the Federal Reserve for it communication with and about RBC and City National. Only on September 30, more than five MONTHS later, did the Fed response. In the spirit of transparency, we are putting the response online here. It shows among many other things that RBC was meeting with the Federal Reserve well before the public announcement of its City National proposal; it has many redactions which we will be appealing, for example “When you have a chance, please put a note in our files indicating that we asked Charles Fleet about [REDACTED] (b)(5) . Thanks.” The LA Times has reported on the "letter from the Fed [which] asks the banks to respond to questions raised in written comments by [FFW]. Spokesmen for the banks declined to comment.... Fair Finance Watch, a New York advocacy group for minorities, questioned a deal between the banks in a June 11 comment letter to the Fed." Inner City Press first put that Fed letter online, here; then Canada's National / Financial Post reported without credit it had "obtained" it. By contrast, in another pending proposal, CBSI - Oneida, the Syracuse Post-Standard disclosed that "Inner City Press forwarded the letter to news outlets. Some of the Fed's questions focus on whether Community could improperly control matters at Oneida in advance of the acquisition. Community is working on Fed's questions, said Hal Wentworth, Community's senior vice president for retail banking." One common theme is that non-control (and therefore antitrust) laws are being violated. One difference is that CBSI does comment to the media -- if only to blame the messenger -- while larger RBC and CNB do not. Arrogance? On CBSI's blaming the messenger, FFW has commented to the Fed that it will "will comment again when CBSI has provided a copy of its response to the FRS' questions of July 13. Beyond the CRA and impermissible “control” questions raised therein, we wish at this time to raise the issues that, in a public response to ICP's comments, CBSI's SVP for retail banking said the following, in a prepared statement no less: 'In a statement today, Hal Wentworth, Community's senior vice president for retail banking, said that Inner City Press is not a local group and pointed out that letter was the only one filed on the Oneida deal. "This activist does not do business with either Oneida or Community Bank."' If it would be inappropriate for CBSI to comment on or disclose information about its customers, in this context the same applies to the above-quoted, which, separately, is reminiscent of human rights abusing countries emphasizing where the rights groups who study and report on them are based." On June 6, FFW submitted into the record before the Fed: "RBC, City National off to friendly start ahead of $5.4B takeover Globe and Mail, May 26, 2015, quoted from below. Now the Federal Reserve has asked RBC: "A commenter alleged that in May 2015 RBC and CNB collaborated to extend credit to a customer of CNB. Please address this claim. In your response, discuss in detail in detail whether RBC exercises a controlling influence over the management or policies of CNC or CNB without prior approval of the Board. In addition, discuss whether, since entering into the proposed transaction, RBC and CNB have collaborated, or plan to collaborate, on extending credit to any other borrower, and describe the nature and circumstances of those collaborations." There are other problems, including RBC's non-compete agreement with PNC Financial Services. But this gun-jumping shou

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    From:

    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

    ________________________________________
    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.
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    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:
    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)

    Wealth management expansion in the U.S.:


    On August 27, RBC advised the Federal Reserve that it has identified a potential acquisition target in the
    U.S. in the wealth management/private banking space. (b)(5)
    (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.

    BRIEFING MEMO: ROYAL BANK OF CANADA

    (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

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    1 | R e s t r i c t e d F. R .

    Business Operations/Financial Highlights

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    Wealth management expansion in the U.S.:


    On August 27, RBC advised the Federal Reserve that it has
    identified a potential acquisition target in the U.S. in the wealth
    management/private banking space. (b)(5)

    (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)

    Let me know what you think.


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Friday, October 10, 2014 1:47 PM
    To: Betsy Howes-Bean
    Subject: FW: RBC -FRSONLYFYI.
    From: George Davis (FRS)
    Sent: Wednesday, October 08, 2014 3:37 PM
    To: Joshua Sherwin
    Cc: Rosalie Yee (FRS)
    Subject: RBC -FRSONLYJosh,
    DUPLICATE - An identical copy of this email is contained in the email chain
    on October 10, 2014 at 1:47pm (above).

    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

    (b)(5) In addition, this sentence pertains solely to RBC's


    branch application, and therefore, is not responsive to the
    FOIA request.

    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

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022
    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:

    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).

    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the
    email chain on October 24, 2014 at 2:30pm (above).

    RESTRICTED FR

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022

    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

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022

    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

    This is the clean version.

    RESTRICTED FR

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022
    Dear Mr. Lyons:
    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:

    Betsy Howes-Bean
    Joshua Sherwin
    RE: RBC AI.docx -FRSONLYFriday, October 24, 2014 3:36:37 PM
    RBC AI Betsy 2.docx

    Two little changes attached -please go ahead and forward to FRBNY. (

    (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

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022
    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:
    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

    Hi George and Rosalie,


    Attached is final AI in the RBC branch relocation that reflects everyones edits. If possible, we like to
    try to get it out before COB (b)(5)
    .
    Thanks in advance for your help.
    Josh
    Joshua Sherwin
    International Banking Acquisitions & Activities
    Banking Supervision & Regulation
    202.452.6430
    202.631.3420

    RESTRICTED FR

    October xx, 2014


    Gregory J. Lyons
    Debevoise & Plimpton LLP
    919 Third Avenue
    New York, NY 10022
    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:
    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

    Dear Mr. Lyons,


    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

    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-

    Hi George and Rosalie,


    Attached is final AI in the RBC branch relocation that reflects everyones edits. If possible, we like to
    try to get it out before COB (b)(5)
    Thanks in advance for your help.
    Josh
    Joshua Sherwin
    International Banking Acquisitions & Activities
    Banking Supervision & Regulation
    202.452.6430
    202.631.3420

    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]

    Sent: Friday, October 24, 2014 4:47 PM


    To: Lyons, Gregory J.; Russell, Amelia
    Cc: Davis, George; Yee, Rosalie; McCune, Crystall
    Subject: <Additional Information Request> - Royal Bank of Canada

    Dear Mr. Lyons,

    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

    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 enclosed 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. (b)(4); In addition, this sentence pertains solely
    to RBC's branch application, and therefore, is
    not responsive to the FOIA request.

    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

    Supplemental Requests and Responses


    Below are responses to the FRBNYs request for supplemental information, dated
    October 24, 2014. The requests are reproduced in their entirety in bold below.
    Capitalized terms used but not defined herein shall have the meaning ascribed in
    the application filed with the FRBNY on September 11, 2014 (the Application).
    1.

    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.

    . Consistent with the current arrangement, the existing General


    Manager and senior officers of both the WFC-OLP branches would also serve as the
    General Manager and senior officers, respectively, of the Hudson Branch. (b)(4);

    (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.

    . For all of the above


    reasons, we submit that Royal Bank presents no material risk to the U.S. financial system.
    In assessing an institutions interconnectedness to the U.S. financial system, the Board
    will look to see if the institution currently or as a result of the transaction participates in
    markets to a degree that would pose significant risk to other institutions in the event of
    2

    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

    Insurance Corporation (CDIC) is working with individual member institutions to


    develop Resolution Plans specific to each D-SIB that would facilitate orderly resolution
    in the unlikely event of its failure, while reducing risk to the financial system and
    minimizing market disruption. The CDIC prepares resolution plans for D-SIBs on an
    annual basis based on information provided by banks that are intended to facilitate
    orderly resolution in the unlikely event of non-viability or insolvency.
    As all of the foregoing demonstrates, Canada has taken dramatic action to mitigate the
    risk presented by Royal Bank and other large Canadian banks and thus in the risk they
    present to the U.S. More importantly, the Hudson Branch will in no way change our risk
    profile and relationship to the U.S. financial sector.

    CONFIDENTIAL

    Exhibit A
    Royal Bank Third Quarter Report

    RBC

    Always earning the right


    to be our clients rst choice

    Royal Bank of Canada


    Third Quarter 2014

    Royal Bank of Canada third quarter 2014 results

    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%

    YTD 2014 compared to YTD 2013


    Net income of $6,671 million (up 7% from $6,241 million)
    Diluted EPS of $4.43 (up $0.33 from $4.10)
    ROE of 19.0% (down from 20.0%)

    Excluding specified items(1): Q3 2014 compared to Q3 2013


    Net income of $2,418 million (up 10% from $2,195 million)
    Diluted EPS of $1.62 (up $0.17 from $1.45)
    ROE of 20.0% (down from 20.4%)

    Excluding specified items(1): YTD 2014 compared to YTD 2013


    Net income of $6,803 million (up 10% from $6,182 million)
    Diluted EPS of $4.52 (up $0.46 from $4.06)
    ROE of 19.4% (down from 19.8%)

    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

    Key performance and non-GAAP


    measures
    12 Personal & Commercial Banking
    15 Wealth Management
    16 Insurance
    17 Investor & Treasury Services
    18 Capital Markets
    19 Corporate Support
    Quarterly results and trend analysis
    Results by geographic segment
    Financial condition
    22 Condensed balance sheets
    23 Off-balance sheet arrangements
    Risk management
    25 Credit risk
    30 Credit quality performance
    32 Market risk

    44
    48
    49
    49
    50
    51
    57
    89

    36 Liquidity and funding


    management
    Capital management
    Additional financial information
    48 Exposures to selected financial
    instruments
    Accounting and control matters
    Related party transactions
    Enhanced Disclosure Task Force
    recommendations index
    Interim Condensed Financial
    Statements (unaudited)
    Notes to the Interim Condensed
    Financial Statements (unaudited)
    Shareholder information

    Royal Bank of Canada

    Third Quarter 2014

    Managements Discussion and Analysis


    Managements Discussion and Analysis (MD&A) is provided to enable a reader to assess our results of operations and financial
    condition for the three and nine month periods ended or as at July 31, 2014, compared to the corresponding periods in the prior fiscal
    year and the three month period ended April 30, 2014. This MD&A should be read in conjunction with our unaudited Interim
    Condensed Consolidated Financial Statements for the quarter ended July 31, 2014 (Condensed Financial Statements) and related
    notes and our 2013 Annual Report. This MD&A is dated August 21, 2014. All amounts are in Canadian dollars, unless otherwise
    specified, and are based on financial statements prepared in accordance with International Accounting Standard (IAS) 34, Interim
    Financial Reporting, as issued by the International Accounting Standards Board (IASB), unless otherwise noted.
    Additional information about us, including our 2013 Annual Information Form, is available free of charge on our website at
    rbc.com/investorrelations, on the Canadian Securities Administrators website at sedar.com and on the EDGAR section of the
    United States (U.S.) Securities and Exchange Commissions (SEC) website at sec.gov.
    Caution regarding forward-looking statements

    From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the
    safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities
    legislation. We may make forward-looking statements in this 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.

    Royal Bank of Canada

    Third Quarter 2014

    Selected financial and other highlights


    As at or for the three months ended

    (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

    As at or for the nine months ended

    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 %

    $
    $

    Capital ratios and multiples


    Common Equity Tier 1 (CET1) ratio
    Tier 1 capital ratio
    Total capital ratio
    Assets-to-capital multiple (4)

    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

    Selected balance sheet and other information


    Total assets
    Securities
    Loans (net of allowance for loan losses)
    Derivative related assets
    Deposits
    Common equity
    Average common equity (2)
    Total capital risk-weighted assets
    Assets under management (AUM)
    Assets under administration (AUA) (5)

    $ 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

    Common share information


    Shares outstanding (000s) average basic
    average diluted
    end of period
    Dividends declared per common share
    Dividend yield (6)
    Common share price (RY on TSX)
    Market capitalization (TSX)

    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

    Business information (number of)


    Employees (full-time equivalent) (FTE)
    Bank branches
    Automated teller machines (ATMs)
    Period average US$ equivalent of C$1.00 (7)
    Period-end US$ equivalent of C$1.00
    (1)
    (2)
    (3)
    (4)
    (5)
    (6)
    (7)

    $
    $

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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

    Jamaican banking operations


    On June 27, 2014, we completed the sale of RBC Royal Bank (Jamaica) Limited and RBTT Securities Jamaica Limited (collectively,
    RBC Jamaica) to Sagicor Group Jamaica Limited, as announced on January 29, 2014. As a result of the transaction, we recorded a total
    loss on disposal of $100 million (before- and after-tax), including a loss of $60 million in the first quarter of 2014 and a further loss of
    $40 million recorded in the current quarter, which includes foreign currency translation related to the closing of the sale of RBC
    Jamaica. For further details, refer to Note 7 of our Condensed Financial Statements.
    Financial performance
    Overview

    Q3 2014 vs. Q3 2013


    Net income of $2,378 million was up $93 million or 4% from a year ago. Diluted earnings per share (EPS) of $1.59 was up $0.08 and
    return on common equity (ROE) of 19.6% was down 170 bps from 21.3% last year. Our Common Equity Tier 1 (CET1) ratio was 9.5%.
    Excluding the specified items described below, net income of $2,418 was up $223 million or 10% from the prior year, diluted EPS
    was up $0.17 and ROE decreased 40 bps. Our results reflected strong performance across all our business segments, primarily driven
    by growth across all businesses in Capital Markets, volume growth across most of our Canadian banking businesses, and higher
    average fee-based client assets in Wealth Management. These factors were partially offset by increased costs largely in support of
    business growth, higher litigation provisions and related legal costs in Capital Markets, and higher provision for credit losses (PCL) in
    Personal & Commercial Banking. Our prior year results also included additional net favourable tax adjustments.
    For further details on our results and CET1 ratio, refer to the Business segment results and Capital management sections,
    respectively.
    Q3 2014 vs. Q2 2014
    Net income increased $177 million from the prior quarter. Diluted EPS was up $0.12 and ROE was up 50 bps from 19.1% last quarter.
    Excluding the specified items described below, net income was up $217 million or 10% from the prior quarter, diluted EPS was
    up $0.15 and ROE increased 90 bps. The increase in net income was primarily driven by higher corporate and investment banking
    results reflecting strong growth in equity and debt origination and loan syndication activity. The positive impact of seasonal factors in
    our banking businesses, including additional days in the quarter, and favourable actuarial adjustments reflecting management
    actions and assumptions changes in Insurance also contributed to the increase. These factors were partially offset by increased costs
    largely in support of business growth, and higher PCL in Personal & Commercial Banking.

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 vs. Q3 2013 (Nine months ended)


    Net income of $6,671 million increased $430 million or 7% from a year ago. Nine month diluted EPS of $4.43 was up $0.33 and ROE
    of 19.0% was down 100 bps.
    Excluding the specified items described below, net income was up $621 million or 10% from the prior year, diluted EPS was up
    $0.46 and ROE decreased 40 bps. Our results reflected strong growth in our trading and corporate and investment banking
    businesses, solid volume growth across most of our Canadian banking businesses, and higher average fee-based client assets in
    Wealth Management. Lower PCL, mainly in Capital Markets, also contributed to the increase. These factors were partially offset by
    increased costs largely in support of business growth, and higher litigation provisions and related legal costs in Capital Markets.
    Specified items
    Our third quarter results were impacted by a loss of $40 million (before- and after-tax), which includes foreign currency translation
    related to the closing of the sale of RBC Jamaica. Our third quarter 2013 results were impacted by a favourable income tax adjustment
    of $90 million in Corporate Support which related to 2012. During the nine months ended July 31, 2014, our results were impacted by
    a total loss of $100 million (before- and after-tax) related to the sale of RBC Jamaica, and a provision of $40 million ($32 million aftertax) related to post-employment benefits and restructuring charges in the Caribbean. During the nine months ended July 31, 2013, in
    addition to the favourable income tax adjustment of $90 million noted above, our results were impacted by a restructuring charge of
    $44 million ($31 million after-tax) related to the integration of Investor Services, primarily in Europe. Results excluding these specified
    items are non-GAAP measures. For further details, including a reconciliation, refer to the Key performance and non-GAAP measures
    section.
    Estimated impact of foreign exchange translation on our consolidated financial results
    Our foreign currency-denominated results are impacted by exchange rate fluctuations. Revenue, PCL, insurance policyholder benefits,
    claims and acquisition expense (PBCAE), non-interest expense and net income denominated in foreign currency are translated at the
    average rate of exchange for the period.
    The following table reflects the estimated impact of foreign exchange translation on key income statement items:
    For the three months ended

    Q3 2014 vs.
    Q3 2013

    (Millions of Canadian dollars, except per share amounts)

    Increase (decrease):
    Total revenue
    PCL
    PBCAE
    Non-interest expense
    Net income
    Impact on EPS:
    Basic
    Diluted

    For the nine months ended

    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

    (Average foreign currency equivalent of C$1.00) (1)

    U.S. dollar
    British pound
    Euro
    (1)

    For the nine months ended

    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

    (Millions of Canadian dollars)

    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)

    $
    $
    $

    $
    $

    $
    $

    For the nine months ended

    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

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 vs. Q3 2013


    Total revenue increased $1,809 million or 25% from last year. The impact of foreign exchange translation this quarter increased our
    total revenue by $170 million.
    Net interest income increased $255 million or 8%, mainly due to higher trading-related net interest income in Capital Markets.
    Solid volume growth across most businesses in Canadian Banking, and strong growth in lending activity in Capital Markets also
    contributed to the increase. These factors were partially offset by spread compression.
    Investments revenue increased $197 million or 12%, mainly due to higher average fee-based client assets resulting from capital
    appreciation and strong net sales in Wealth Management. Higher mutual fund distribution fees in Canadian Banking also contributed
    to the increase.
    Insurance revenue increased $822 million, mainly due to the change in fair value of investments backing our policyholder
    liabilities resulting from the decrease in long-term interest rate, largely offset in PBCAE.
    Trading revenue in Non-interest income increased $185 million. Total trading revenue of $863 million, which comprises tradingrelated revenue recorded in Net interest income and Non-interest income, was up $345 million or 67%, mainly due to higher trading
    revenue reflecting improved market conditions in our fixed income credit, equity and municipal businesses as compared to the
    challenging market conditions in the prior year.
    Banking revenue increased $118 million or 12%, mainly due to strong growth in loan syndication activity largely in the U.S.,
    higher credit card loan balances and transaction volumes, and lower customer loyalty reward program costs.
    Underwriting and other advisory revenue increased $247 million or 81%, primarily due to robust growth in equity and debt
    origination mainly in the U.S. and Canada.
    Q3 2014 vs. Q2 2014
    Total revenue increased $707 million or 9% from the prior quarter, primarily due to the change in fair value of investments backing our
    policyholder liabilities, largely offset in PBCAE, strong growth in equity and debt origination, and higher trading revenue. Strong
    growth in loan syndication activity, the positive impact of seasonal factors in our banking businesses, including additional days in the
    quarter, and higher average fee-based client assets in Wealth Management also contributed to the increase. These factors were
    partially offset by the impact of foreign exchange translation, and lower mergers and acquisitions (M&A) activity in Capital Markets.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Total revenue increased $2,958 million or 13%, mainly due to the change in fair value of investments backing our policyholder
    liabilities, largely offset in PBCAE, and the impact of foreign exchange translation which increased our total revenue by $674 million.
    Higher equity and fixed income trading revenue, strong growth in equity and debt origination reflecting increased client activity in
    Capital Markets, and solid volume growth across most of our Canadian banking businesses and the inclusion of our acquisition of Ally
    Canada also contributed to the increase. In addition, the prior year was favourably impacted by the disposition of our London Metal
    Exchange (LME) shares.
    Provision for credit losses
    Q3 2014 vs. Q3 2013
    Total PCL increased $16 million or 6% from a year ago, mainly due to higher provisions in Caribbean Banking and Canadian Banking,
    partially offset by lower provisions in Capital Markets.
    Q3 2014 vs. Q2 2014
    Total PCL increased $39 million or 16% from the prior quarter, mainly due to higher provisions in Caribbean Banking and Canadian
    Banking, partially offset by lower provisions in Capital Markets.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Total PCL decreased $84 million or 9% from the prior year, mainly due to lower provisions in Capital Markets, partially offset by higher
    provisions in Caribbean Banking and Canadian Banking.
    For further details on PCL, refer to the Credit quality performance section.
    Insurance policyholder benefits, claims and acquisition expense
    Q3 2014 vs. Q3 2013
    PBCAE increased $746 million from a year ago, mainly due to the change in fair value of investments backing our policyholder
    liabilities, which was largely offset in Insurance revenue. This factor was partially offset by favourable actuarial adjustments reflecting
    management actions and assumption changes, and lower net claims costs in both Canadian and International Insurance as the prior
    year included net claims of $14 million ($10 million after-tax) related to severe weather conditions in Alberta and Ontario.
    Q3 2014 vs. Q2 2014
    PBCAE increased $179 million or 22% from the prior quarter, mainly due to the change in fair value of investments backing our
    policyholder liabilities, which was largely offset in Insurance revenue. This factor was partially offset by favourable actuarial
    adjustments reflecting management actions and assumption changes.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    PBCAE increased $915 million or 48% from the prior year, mainly due to the change in fair value of investments backing our
    policyholder liabilities, which was largely offset in Insurance revenue. The impact of foreign exchange translation also contributed to
    the increase. These factors were partially offset by favourable actuarial adjustments reflecting management actions and assumption
    changes.

    Royal Bank of Canada

    Third Quarter 2014

    Non-interest expense
    For the three months ended

    For the nine 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

    (Millions of Canadian dollars)

    Non-interest expense

    $ 12,043

    Q3 2014 vs. Q3 2013


    Non-interest expense increased $598 million or 15%. Excluding the loss recorded in the current quarter related to the sale of RBC
    Jamaica noted above, non-interest expense increased $558 million or 14%, mainly due to higher variable compensation driven by
    higher results in Capital Markets and higher revenue in Wealth Management. The impact of foreign exchange translation of $105
    million, higher costs in support of business growth, and higher litigation provisions and related legal costs in Capital Markets also
    contributed to the increase. These factors were partially offset by continuing benefits from our efficiency management activities.
    Q3 2014 vs. Q2 2014
    Non-interest expense increased $263 million or 6%. Excluding the loss recorded in the current quarter related to the sale of RBC
    Jamaica noted above, non-interest expense increased $223 million or 5%, primarily due to higher variable compensation in Capital
    Markets and Wealth Management. The unfavourable impact of seasonal factors, including additional days in the quarter also
    contributed to the increase. These factors were partially offset by the impact of foreign exchange translation.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Non-interest expense increased $1,253 million or 10%. Excluding the specified items noted above, non-interest expense increased
    $1,157 million or 10%, primarily due to higher variable compensation driven by higher results in Capital Markets and higher revenue
    in Wealth Management, and the impact of foreign exchange translation of $412 million. Higher litigation provisions and related legal
    costs in Capital Markets also contributed to the increase. These factors were partially offset by continuing benefits from our efficiency
    management activities.
    Non-interest expense excluding the specified items noted above is a non-GAAP measure. For further details, including a reconciliation,
    refer to the Key performance and non-GAAP measures section.
    Income taxes
    For the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    For the nine months ended

    July 31

    April 30

    July 31

    July 31

    July 31

    2014

    2014

    2013

    2014

    2013

    Net income before income taxes

    $ 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%

    Total income taxes as a percentage of net income before income taxes.

    Q3 2014 vs. Q3 2013


    Income tax expense increased $356 million, as the prior year included net favourable income tax adjustments including a $90 million
    income tax adjustment. The increase was also due to higher earnings before income taxes. The effective income tax rate of 23.2%
    increased 950 bps from 13.7% in the prior year. Excluding the favourable income tax adjustment of $90 million in the prior year, the
    effective income tax rate increased 610 bps from 17.1%, as the prior year included additional net favourable income tax adjustments.
    Q3 2014 vs. Q2 2014
    Income tax expense increased $49 million or 7%, mainly due to higher income from tax advantaged sources, partially offset by higher
    unfavourable income tax adjustments. The effective income tax rate of 23.2% decreased 10 bps from 23.3% in the prior quarter.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Income tax expense increased $444 million or 27%, due to higher earnings before income taxes, and net favourable income tax
    adjustments including a $90 million income tax adjustment in the prior year. The effective income tax rate of 23.9% increased
    300 bps from 20.9%. Excluding the favourable income tax adjustment of $90 million in the prior year, the effective income tax rate of
    23.9% increased 180 bps from 22.1%, as the prior year included additional net favourable income tax adjustments.
    The effective income tax rate excluding the specified item above is a non-GAAP measure. For further details, including a reconciliation,
    refer to the Key performance and non-GAAP measures section.

    Royal Bank of Canada

    Third Quarter 2014

    Business segment results


    How we measure and report our business segments

    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

    Return on common equity (ROE)


    We measure and evaluate the performance of our consolidated operations and each business segment using a number of financial
    metrics such as net income and ROE. We use ROE, at both the consolidated and business segment levels, as a measure of return on
    total capital invested in our business. Management views the business segment ROE measure as a useful measure for supporting
    investment and resource allocation decisions because it adjusts for certain items that may affect comparability between business
    segments and certain competitors. For further details, refer to the Key performance and non-GAAP measures section of our 2013
    Annual Report.
    The following table provides a summary of our ROE calculation:
    For the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    Net income (loss) available to common


    shareholders
    Total average common equity (1), (2)
    ROE (3)

    July 31

    April 30

    July 31

    2014

    2014

    2013

    Total

    Total

    Total

    $ 278 $ 212 $ 107 $


    624 $
    (42) $ 2,297
    $ 5,450 $ 1,600 $ 2,150 $ 14,650 $ 7,450 $ 46,400

    $ 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%

    For the nine months ended

    (Millions of Canadian dollars, except percentage amounts)

    Net income (loss) available to common


    shareholders
    Total average common equity (1), (2)
    ROE (3)
    (1)
    (2)
    (3)
    n.m.

    Personal &
    Commercial
    Wealth
    Banking Management

    $ 3,262
    $ 14,950
    29.2%

    July 31

    2013

    Investor &
    Treasury
    Services

    Capital
    Markets

    Corporate
    Support

    Total

    Total

    $ 777 $ 519 $ 318 $ 1,601 $


    (52) $ 6,425
    $ 5,450 $ 1,550 $ 2,150 $ 13,950 $ 7,250 $ 45,300

    $ 5,975
    $ 39,950

    19.1%

    Insurance

    July 31

    2014

    45.5%

    20.0%

    15.3%

    n.m.

    19.0%

    20.0%

    Average common equity represent rounded figures.


    The amounts for the segments are referred to as attributed capital or economic capital.
    Calculated under Basel lll, including comparative periods. ROE is based on actual balances of average common equity before rounding.
    not meaningful

    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

    Royal Bank of Canada

    Third Quarter 2014

    The following table provides a summary of our Economic profit:


    For the three months ended

    (Millions of Canadian dollars)

    Net income (loss)


    add: Non-controlling interests
    After-tax effect of amortization
    of other intangibles (1)
    Adjusted net income
    less: Capital charge
    Economic profit (loss)

    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

    For the nine months ended

    (Millions of Canadian dollars)

    Net income (loss)


    add: Non-controlling interests
    After-tax effect of amortization
    of other intangibles (1)
    Adjusted net income
    less: Capital charge
    Economic profit (loss)
    (1)

    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.

    Results excluding specified items


    Our results were impacted by the following specified items:
    For the three months ended July 31, 2014, a further loss of $40 million (before- and after-tax) which includes foreign currency
    translation related to the closing of the sale of RBC Jamaica in our Personal & Commercial Banking segment;
    For the three months ended July 31, 2013, a favourable income tax adjustment of $90 million which related to 2012 in our
    Corporate Support segment;
    For the nine months ended July 31, 2014, a total loss of $100 million (before- and after-tax) related to the sale of RBC Jamaica,
    comprised of the loss of $40 million (before- and after-tax) noted above recorded in the third quarter of 2014 and a loss of $60
    million (before- and after-tax) recorded in the first quarter of 2014, as well as a provision of $40 million ($32 million after-tax)
    related to post-employment benefits and restructuring charges in the Caribbean, both in our Personal & Commercial Banking
    segment; and
    For the nine months ended July 31, 2013, a favourable income tax adjustment of $90 million in Corporate Support which related to
    2012, and a restructuring charge of $44 million ($31 million after-tax) related to the integration of Investor Services, primarily in
    Europe, in our Investor & Treasury Services segment.
    The following tables provide calculations of our consolidated and segment results and measures excluding these specified items:
    Consolidated results
    For the three months ended

    (Millions of Canadian dollars, except per share and percentage amounts)

    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)

    Includes foreign currency translation.


    Based on actual balances before rounding.

    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

    Loss related to the


    closing of the sale
    of RBC Jamaica (1)

    $
    $
    $

    (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%

    Royal Bank of Canada

    Third Quarter 2014

    11

    For the nine months ended

    (Millions of Canadian dollars, except per


    share and percentage amounts)

    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.

    Personal & Commercial Banking


    For the three months ended (1)
    July 31

    2014
    Item excluded
    Loss related to the closing of
    the sale of RBC Jamaica (2)

    (Millions of Canadian dollars, except percentage amounts)

    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%

    For the nine months ended (1)


    July 31

    2014
    Items excluded

    (Millions of Canadian dollars, except percentage amounts)

    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

    Total loss on sale


    of RBC Jamaica (3)

    Provision for postemployment benefits


    and restructuring
    charges

    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

    Royal Bank of Canada

    Third Quarter 2014

    Investor & Treasury Services


    For the nine months ended (1)
    July 31

    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

    Selected balances and other information


    Net income available to common shareholders
    Average common equity
    ROE (3)
    (1)
    (2)
    (3)

    Restructuring charge (2)

    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.

    Personal & Commercial Banking


    As at or for the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    Net interest income


    Non-interest income
    Total revenue
    PCL
    Non-interest expense
    Net income before income taxes
    Net income
    Revenue by business
    Canadian Banking
    Caribbean & U.S. Banking
    Selected balances and other information
    ROE
    NIM (1)
    Efficiency ratio (2)
    Efficiency ratio adjusted (2), (3)
    Operating leverage
    Operating leverage adjusted (3)
    Effective income tax rate
    Average total earning assets (4)
    Average loans and acceptances (4)
    Average deposits
    AUA (5)
    PCL on impaired loans as a % of average net loans and acceptances

    $
    $

    As at or for the nine months ended

    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

    Q3 2014 vs. Q3 2013


    Net income decreased $29 million or 2% compared to the prior year. Excluding a loss of $40 million (before- and after-tax), which
    includes foreign currency translation related to the closing of the sale of RBC Jamaica, net income increased $11 million or 1%,
    primarily due to volume growth across most of our domestic businesses, largely offset by higher PCL.

    Royal Bank of Canada

    Third Quarter 2014

    13

    Total revenue increased $82 million or 2%.


    Canadian Banking revenue increased $72 million or 2%, due to volume growth across most businesses, and higher mutual fund
    distribution fees. The prior year was favourably impacted by fair value purchase accounting adjustments related to our acquisition of
    Ally Canada, and accounting volatility.
    Caribbean & U.S. Banking revenue was up $10 million or 5%, mostly due to the implementation of full-service pricing across the
    Caribbean.
    Net interest margin decreased 4 bps, as the prior year was favourably impacted by fair value purchase accounting adjustments
    related to the acquisition of Ally Canada, and accounting volatility, which impacted the net interest margin by 5 bps.
    PCL increased $58 million, with the PCL ratio increasing 6 bps, largely resulting from higher provisions in our Caribbean
    portfolios, as well as higher provisions in our commercial lending portfolios in Canada. For further details, refer to the Credit quality
    performance section.
    Non-interest expense increased $38 million or 2%, compared to the prior year. Excluding the loss related to the closing of the
    sale of RBC Jamaica noted above, non-interest expense decreased $2 million as higher costs in support of business growth were more
    than offset by continuing benefits from our efficiency management activities, including the full integration of our acquisition of Ally
    Canada.
    Q3 2014 vs. Q2 2014
    Net income increased $23 million or 2% from the prior quarter. Excluding the loss related to the closing of the sale of RBC Jamaica
    noted above, net income increased $63 million or 6%, mainly due to the positive impact of seasonal factors, including additional
    days in the quarter, and volume growth across most of our domestic businesses. These factors were partially offset by higher PCL in
    the Caribbean and Canada.
    Net interest margin was relatively stable compared to the prior quarter.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Net income increased $14 million. Excluding the total loss of $100 million (before- and after-tax) related to the sale of RBC Jamaica,
    and a provision of $40 million ($32 million after-tax) related to post-employment benefits and restructuring charges in the Caribbean
    in the first quarter of 2014, net income increased $146 million or 4%, driven by solid volume growth across most businesses in
    Canada, and the inclusion of our acquisition of Ally Canada which was completed on February 1, 2013. These factors were partially
    offset by higher PCL.
    Total revenue increased $460 million or 5%, mostly due to solid volume growth across most of our domestic businesses, the
    inclusion of our acquisition of Ally Canada, higher mutual fund distribution fees, and the impact of foreign exchange translation.
    PCL increased $69 million, with the PCL ratio increasing 1 bp, largely due to higher provisions in our Caribbean portfolios, and
    higher provisions in our personal and small business portfolios in Canada. For further details, refer to the Credit quality performance
    section.
    Non-interest expense increased $303 million or 7%. Excluding the total loss related to the sale of RBC Jamaica, and the provision
    in the Caribbean, both noted above, non-interest expense increased $163 million or 4%, primarily as a result of higher costs in
    support of business growth, and the impact of foreign exchange translation. These factors were partially offset by continuing benefits
    from our efficiency management activities, including the full integration of Ally Canada.
    Results excluding the specified items noted above are non-GAAP measures. For further details, including a reconciliation, refer to the
    Key performance and non-GAAP measures section.

    14

    Royal Bank of Canada

    Third Quarter 2014

    Canadian Banking
    As at or for the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    Net interest income


    Non-interest income
    Total revenue
    PCL
    Non-interest expense
    Net income before income taxes
    Net income
    Revenue by business
    Personal Financial Services
    Business Financial Services
    Cards and Payment Solutions
    Selected balances and other information
    ROE
    NIM (1)
    Efficiency ratio (2)
    Operating leverage
    Effective income tax rate
    Average total earning assets (3)
    Average loans and acceptances (3)
    Average deposits
    AUA (4)
    PCL on impaired loans as a % of average net loans
    and acceptances
    (1)
    (2)
    (3)
    (4)

    $
    $

    As at or for the nine 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).

    Q3 2014 vs. Q3 2013


    Net income increased $34 million or 3%, primarily due to volume growth across most businesses, partially offset by higher PCL.
    Total revenue increased $72 million or 2%. The prior year was favourably impacted by fair value purchase accounting
    adjustments related to the acquisition of Ally Canada, and accounting volatility.
    Personal Financial Services revenue increased $37 million or 2% due to higher mutual fund distribution fees, and volume growth
    in residential mortgages and personal deposits.
    Business Financial Services revenue decreased $10 million or 1%, as volume growth in business deposits and loans was more
    than offset by spread compression due to competitive pressures.
    Cards and Payment Solutions revenue increased $45 million or 8% mainly reflecting higher credit card loan balances and
    transaction volumes, and lower customer loyalty reward program costs.
    Net interest margin decreased 4 bps compared to the prior year, as the prior year was favourably impacted by fair value purchase
    accounting adjustments related to the acquisition of Ally Canada, and accounting volatility, which impacted the net interest margin
    by 5 bps.
    PCL increased $17 million, with the PCL ratio increasing 1 bp, primarily due to higher provisions in our commercial lending
    portfolio as compared to a recovery of PCL in the prior year.
    Non-interest expense increased $4 million, as higher costs in support of business growth were mostly offset by continuing
    benefits from our efficiency management activities, including the full integration of Ally Canada.
    Q3 2014 vs. Q2 2014
    Net income increased $75 million or 7%, mainly due to the positive impact of seasonal factors, including additional days in the
    quarter, volume growth across most businesses and higher mutual funds distribution fees. These factors were partially offset by
    higher PCL.
    Net interest margin was relatively stable compared to the prior quarter.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Net income increased $167 million or 5%, largely due to solid volume growth across most businesses, and the inclusion of our
    acquisition of Ally Canada. These factors were partially offset by higher PCL.
    Total revenue increased $404 million or 4%, reflecting solid volume growth across most businesses, higher mutual fund
    distribution fees, and the inclusion of our acquisition of Ally Canada.

    Royal Bank of Canada

    Third Quarter 2014

    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)

    Net interest income


    Non-interest income
    Fee-based revenue
    Transactional and other revenue
    Total revenue
    PCL
    Non-interest expense
    Net income before income taxes
    Net income
    Revenue by business
    Canadian Wealth Management
    U.S. & International Wealth Management
    U.S. & International Wealth Management (US$ millions)
    Global Asset Management (1)
    Selected balances and other information
    ROE
    Pre-tax margin (2)
    Number of advisors (3)
    Average loans and acceptances
    Average deposits
    AUA total (4)
    U.S. & International Wealth Management (4)
    U.S. & International Wealth Management (US$ millions) (4)
    AUM (4)
    Average AUA
    Average AUM

    July 31

    April 30

    July 31

    July 31

    2014

    2014

    2013

    2014

    117

    1,059
    409
    1,585

    1,191
    394
    285

    As at or for the nine months ended

    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

    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)

    Q3 2014 vs.
    Q3 2013

    Increase (decrease):
    Total revenue
    Non-interest expense
    Net income

    $ 41
    35
    3

    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

    (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.

    Q3 2014 vs. Q3 2013


    Net income increased $52 million or 22% from a year ago, mainly due to higher average fee-based client assets.
    Total revenue increased $198 million or 14%.
    Canadian Wealth Management revenue increased $80 million or 17%, mainly due to higher average fee-based client assets
    resulting from capital appreciation and net sales.
    U.S. & International Wealth Management revenue increased $44 million or 8%. In U.S. dollars, revenue increased $19 million or
    3%, mainly due to higher average fee-based client assets resulting from capital appreciation and net sales and higher transaction
    volumes reflecting improved market conditions.
    Global Asset Management revenue increased $74 million or 21%, mainly due to higher average fee-based client assets resulting
    from capital appreciation and strong net sales, and the impact of foreign exchange translation.
    PCL decreased $10 million as the prior year included a provision on a single account.
    Non-interest expense increased $127 million or 12%, mainly due to higher variable compensation driven by higher revenue, the
    impact of foreign exchange translation, and increased staff levels and infrastructure investments in support of business growth.

    16

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 vs. Q2 2014


    Net income increased $7 million or 3% as compared to the prior quarter, mainly due to higher average fee-based client assets
    resulting from capital appreciation and net sales.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Net income increased $114 million or 17%, mainly due to higher average fee-based client assets.
    Total revenue increased $602 million or 15%, mainly due to higher average fee-based client assets resulting from capital
    appreciation and strong net sales, and the impact of foreign exchange translation.
    PCL increased $10 million mainly due to higher provisions on a few accounts.
    Non-interest expense increased $425 million or 14%, mainly due to the impact of foreign exchange translation, higher variable
    compensation driven by higher revenue, and higher staff levels and infrastructure investments in support of business growth.
    Insurance
    As at or for the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    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)

    $
    $

    As at or for the nine months ended

    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)

    For the three


    months ended

    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)%

    For the nine


    months ended

    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.

    Q3 2014 vs. Q3 2013


    Net income increased $54 million or 34% from a year ago mainly due to favourable actuarial adjustments reflecting management
    actions and assumption changes, and lower net claims costs in both Canadian and International Insurance as the prior year included
    net claims of $14 million ($10 million after-tax) related to severe weather conditions in Alberta and Ontario. These factors were
    partially offset by lower U.K. annuity earnings as the prior year included a new U.K. annuity contract.
    Total revenue increased $822 million as compared to the prior year.
    Canadian Insurance revenue increased $847 million, mainly due to the change in fair value of investments backing our
    policyholder liabilities resulting from the decrease in long-term interest rate, largely offset in PBCAE.
    International Insurance revenue decreased $25 million or 5%, mainly due to lower U.K. annuity earnings as the prior year
    included a new U.K. annuity contract.
    PBCAE increased $746 million, largely due to the change in fair value of investments backing our policyholder liabilities, which
    was largely offset in revenue. This factor was partially offset by favourable actuarial adjustments reflecting management actions and
    assumption changes, and lower net claims costs in both Canadian and International Insurance.
    Non-interest expense increased $6 million or 4%, primarily due to higher staff costs in support of business growth, partially offset
    by continuing benefits from our efficiency management activities.

    Royal Bank of Canada

    Third Quarter 2014

    17

    Q3 2014 vs. Q2 2014


    Net income increased $60 million or 39% from the prior quarter mainly due to favourable actuarial adjustments reflecting
    management actions and assumption changes, and lower net claims costs.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Net income increased $37 million or 8%, mainly due to favourable actuarial adjustments reflecting management actions and
    assumption changes, and lower net claims costs in International Insurance. Our prior year results also included a favourable impact of
    interest and asset related activities on the Canadian life business.
    Total revenue increased $962 million or 34%, mainly due to the change in fair value of investments backing our policyholder
    liabilities, which was largely offset in PBCAE, and the impact of foreign exchange translation.
    PBCAE increased $915 million or 48%, mainly due to the change in fair value of investments backing our policyholder liabilities,
    which was largely offset in revenue. The impact of foreign exchange translation also contributed to the increase. These factors were
    partially offset by favourable actuarial adjustments reflecting management actions and assumption changes.
    Non-interest expense increased $22 million or 5%, mainly due to higher costs in support of business growth, partially offset by
    continuing benefits from our efficiency management activities.
    Investor & Treasury Services
    As at or for the three months ended

    (Millions of Canadian dollars, except percentage amounts)

    As at or for the nine months ended

    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

    Net interest income


    Non-interest income
    Total revenue
    Non-interest expense
    Net income before income taxes
    Net income

    182
    298
    480
    330
    150
    110

    Selected balances and other information


    ROE
    ROE adjusted (1)
    Average deposits
    Client deposits
    Wholesale funding deposits
    AUA
    Average AUA

    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

    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)

    Q3 2014 vs.
    Q3 2013

    Increase (decrease):
    Total revenue
    Non-interest expense
    Net income

    $ 15
    14
    1

    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

    (4)%
    (14)%
    (7)%

    (1)
    n.a.

    For the nine


    months ended

    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

    Q3 2014 vs. Q3 2013


    Net income increased $6 million or 6%, largely reflecting higher funding and liquidity results and growth in client deposits. Continuing
    benefits from our efficiency management activities also contributed to the increase. These factors were partially offset by a decrease
    in custodial fees and lower securities lending results.
    Total revenue increased $24 million or 5%, mainly related to higher funding and liquidity revenue as a result of the favourable
    impact of tightening credit spreads and the impact of foreign exchange translation. Higher net interest income resulting from growth
    in client deposits also contributed to the increase. These factors were partially offset by lower custodial fees, and a decrease in
    securities lending revenue largely driven by lower transaction volumes.
    Non-interest expense increased $14 million or 4%, primarily due to the impact of foreign exchange translation, partially offset by
    continuing benefits from our efficiency management activities.
    Q3 2014 vs. Q2 2014
    Net income decreased $2 million or 2%, largely reflecting lower custodial fees and the impact of foreign exchange translation. These
    factors were mostly offset by seasonally higher securities lending results.

    18

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 vs. Q3 2013 (Nine months ended)


    Net income increased $80 million or 32%. Excluding a restructuring charge in the prior year of $44 million ($31 million after-tax)
    related to the integration of Investor Services, primarily in Europe, net income increased $49 million or 18%, largely due to continuing
    benefits from our efficiency management activities and higher net interest income resulting from growth in client deposits. These
    factors were partially offset by a decrease in custodial fees.
    Total revenue increased $50 million or 4%, mainly reflecting the impact of foreign exchange translation and higher net interest
    income resulting from growth in client deposits. These factors were partially offset by a decrease in custodial fees.
    Non-interest expense decreased $59 million or 6%. Excluding the restructuring charge in the prior year, non-interest expense
    decreased $15 million or 2%, primarily reflecting continuing benefits from our efficiency management activities, largely offset by the
    impact of foreign exchange translation.
    Results excluding the specified item noted above are non-GAAP measures. For further details, including a reconciliation, refer to the
    Key performance and non-GAAP measures section.
    Capital Markets
    As at or for the three months ended
    (Millions of Canadian dollars, except percentage amounts)

    Net interest income (1)


    Non-interest income
    Total revenue (1)
    PCL
    Non-interest expense
    Net income before income taxes
    Net income
    Revenue by business
    Corporate and Investment Banking
    Global Markets
    Other
    Selected balances and other information
    ROE
    Average total assets
    Average trading securities
    Average loans and acceptances
    Average deposits
    PCL on impaired loans as a % of average net loans and acceptances

    $
    $

    As at or for the nine months ended

    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.

    Q3 2014 vs. Q3 2013


    Net income increased $255 million or 66%, reflecting growth across all businesses, largely driven by strong debt and equity markets,
    our continued focus on origination and increased activity from client-focused strategies. These factors were partially offset by higher
    variable compensation on improved results and higher litigation provisions and related legal costs. In addition, the prior year was
    impacted by a favourable income tax adjustment as a result of a lower effective tax rate.
    Total revenue increased $757 million or 53%, including the impact of foreign exchange translation.
    Corporate and Investment Banking revenue increased $296 million or 44%, largely due to robust growth in equity and debt
    origination mainly in the U.S. and Canada. Strong growth in lending activity in the U.S. and Europe and loan syndication mainly in the
    U.S. also contributed to the increase.
    Global Markets revenue increased $468 million or 62%, primarily due to higher trading revenue reflecting improved market
    conditions in our fixed income credit, equity and municipal businesses as compared to the challenging market conditions in the prior
    year. Strong growth in equity and debt origination reflecting higher issuance activity also contributed to the increase.
    Other revenue decreased $7 million.
    PCL decreased $27 million, as the prior year included a provision on a single account. For further details, refer to the Credit
    quality performance section.

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    Net interest income (loss) (1)


    Non-interest income (loss)
    Total revenue (1)
    PCL
    Non-interest expense
    Net income (loss) before income taxes (1)
    Income taxes (recoveries) (1)
    Net income (loss) (2)
    (1)
    (2)

    As at or for the nine 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

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 (Nine months ended)


    Net income was $43 million largely reflecting asset/liability management activities and gains on private equity investments, partially
    offset by net unfavourable tax adjustments.
    Q3 2013 (Nine months ended)
    Net income was $280 million largely reflecting net favourable tax adjustments including the $90 million income tax adjustment which
    related to 2012 and asset/liability management activities.
    Quarterly results and trend analysis (1)

    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

    Net interest income


    Non-interest income

    $ 3,647 $ 3,449 $ 3,460


    5,330
    4,821
    4,994

    $ 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

    $ 8,977 $ 8,270 $ 8,454


    283
    244
    292
    1,009
    830
    982
    4,589
    4,326
    4,381

    $ 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

    Net income before income taxes


    Income taxes

    $ 3,096 $ 2,870 $ 2,799


    718
    669
    707

    $ 2,556
    455

    $ 2,647
    362

    $ 2,483
    574

    $ 2,761
    714

    $ 2,483
    584

    Net income

    $ 2,378 $ 2,201 $ 2,092

    $ 2,101

    $ 2,285

    $ 1,909

    $ 2,047

    $ 1,899

    EPS basic
    diluted

    1.59 $
    1.59

    Q2

    2013

    Q1

    (Millions of Canadian dollars, except per share and percentage amounts)

    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

    Segments net income (loss)


    Personal & Commercial Banking
    Wealth Management
    Insurance
    Investor & Treasury Services
    Capital Markets
    Corporate Support

    $ 1,138 $ 1,115 $ 1,071


    285
    278
    235
    214
    154
    157
    110
    112
    106
    641
    507
    505
    (10)
    35
    18

    $ 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)

    Net income total

    $ 2,378 $ 2,201 $ 2,092

    $ 2,101

    $ 2,285

    $ 1,909

    $ 2,047

    $ 1,899

    Effective income tax rate


    Period average US$ equivalent of C$1.00

    23.2% 23.3% 25.3%


    $ 0.925 $ 0.907 $ 0.926

    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.

    Notable items affecting our consolidated results


    In the third quarter of 2014, our results included a further loss of $40 million (before- and after-tax) which includes foreign currency
    translation related to the closing of the sale of RBC Jamaica.
    In the first quarter of 2014, our results included a loss of $60 million (before- and after-tax) related to the sale of RBC Jamaica, as
    well as a provision of $40 million ($32 million after-tax) related to post-employment benefits and restructuring charges in the
    Caribbean.
    In the fourth quarter of 2013, our results included a charge of $160 million ($118 million after-tax) as a result of a new tax
    legislation in Canada, which affects the policyholders tax treatment of certain individual life insurance policies, as well as net
    favourable income tax adjustments including a $124 million income tax adjustment related to prior years.
    In the third quarter of 2013, our results included net favourable income tax adjustments including a $90 million income tax
    adjustment which related to 2012.
    In the second quarter of 2013, our results included a restructuring charge of $44 million ($31 million after-tax) related to the
    integration of Investor Services, primarily in Europe.
    Trend analysis
    The Canadian and U.S. economies have generally continued to strengthen over the period supported by improving labour markets and
    solid housing activity. Equity indices in both countries have improved since 2013, despite the recent decreases in monthly asset
    purchases by the Fed. Global capital markets have experienced recent volatility caused by political and economic instability in certain
    emerging market economies. For further details, refer to the Economic, market and regulatory review and outlook section.
    Net income has generally trended upwards over the period, driven mostly by solid volume growth in our Canadian Banking
    businesses and strong Capital Markets results, particularly since the fourth quarter of 2013. Wealth Management earnings have
    generally increased over the period, driven by higher average fee-based client assets, reflecting capital appreciation and strong net
    sales. Insurance results fluctuated over the period, primarily due to the timing of new U.K. annuity contracts, claims costs, and
    actuarial adjustments. An unfavourable charge resulting from new tax legislation in Canada as noted above impacted Insurance
    results in the fourth quarter of 2013. Investor & Treasury Services results have generally trended upwards due to benefits from our
    efficiency management activities and improved business performance.
    Revenue has generally trended upwards over the period, largely due to solid volume growth in our Canadian Banking businesses,
    growth in our corporate and investment banking business, and higher average fee-based client assets in Wealth Management. Our

    Royal Bank of Canada

    Third Quarter 2014

    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

    For the nine months ended

    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

    $ 1,668 $ 5,103 $ 1,547

    $ 1,620 $ 4,573 $ 1,166 $

    Net income total

    $ 1,764 $

    (1)
    (2)

    342

    272 $ 1,611 $

    282

    308 $ 1,786 $

    286 $

    Canada

    Other
    U.S. International

    1,429 $ 16,064 $ 4,806


    213 $ 4,952 $

    964

    Canada

    Other
    U.S. International

    $ 4,831 $14,472 $ 3,988

    $ 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.

    Q3 2014 vs. Q3 2013


    Net income in Canada was down $22 million or 1% as the prior year included net favourable tax adjustments in Corporate Support.
    Volume growth across most businesses in Canadian Banking, growth across most businesses in Capital Markets, largely driven by
    strong debt and equity markets, our continued focus on origination and increased activity from client-focused strategies, higher
    average fee-based client assets in Wealth Management, and favourable actuarial adjustments reflecting management actions and
    assumption changes, were partially offset by higher variable compensation in Capital Markets and Wealth Management.
    U.S. net income was up $56 million or 20% from the prior year, largely due to higher corporate and investment banking and
    trading results driven by improved debt and equity markets as compared to the challenging market conditions in the prior year, our
    continued focus on origination and increased activity from client-focused strategies. These factors were partially offset by higher
    variable compensation on improved results in Capital Markets, and higher litigation provisions and related legal costs. In addition the
    prior year included a favourable income tax adjustment of $90 million which related to 2012 in Corporate Support.
    Other International net income was up $59 million or 28% from the prior year, mainly due to higher fixed income and equity
    trading results in Europe reflecting improved market conditions, and higher lending activity. These factors were partially offset by a
    loss of $40 million (before- and after-tax) recorded in the current quarter, which includes foreign currency translation related to the
    closing of the sale of RBC Jamaica, and higher PCL in the Caribbean.
    Q3 2014 vs. Q2 2014
    Net income in Canada was up $153 million or 9% from the prior quarter, mainly due to the positive impact of seasonal factors,
    including additional days in the quarter in our banking businesses. Favourable actuarial adjustments reflecting management actions
    and assumption changes in Insurance, strong growth in equity origination, volume growth across most businesses in Canadian
    Banking, and higher average fee-based client assets in Wealth Management also contributed to the increase. These factors were
    partially offset by higher variable compensation, and higher PCL in Canadian Banking.
    U.S. net income was up $60 million or 21%, primarily due to strong growth in equity and debt origination and loan syndication
    activity in Capital Markets, and higher average fee-based client assets and higher transaction volumes in Wealth Management. These
    factors were partially offset by higher variable compensation on improved results in Capital Markets.
    Other International net income was down $36 million or 12%, mainly due to the loss recorded in the current quarter related to the
    sale of RBC Jamaica noted above. Higher PCL in the Caribbean and lower custodial fees in Investor & Treasury Services also
    contributed to the decrease. These factors were partially offset by higher lending activity, and lower net claims costs in Insurance.

    22

    Royal Bank of Canada

    Third Quarter 2014

    Q3 2014 vs. Q3 2013 (Nine months ended)


    Net income in Canada was up $125 million or 3% from the previous year, primarily reflecting solid volume growth across most
    businesses in Canadian Banking, and higher average fee-based client assets in Wealth Management. These factors were partially
    offset by higher costs in support of business growth and higher PCL.
    U.S. net income was up $147 million or 18%, primarily due to strong growth in our corporate and investment banking businesses
    and higher fixed income and equity trading revenue driven by higher client activity and improved market conditions. Lower PCL in
    Capital Markets also contributed to the increase. These factors were partially offset by higher variable compensation on improved
    results, and higher litigation provisions and related legal costs in Capital Markets. In addition the prior year included a favourable
    income tax adjustment of $90 million as noted above.
    Other International net income was up $158 million or 26%, largely due to lower PCL in Capital Markets and higher trading
    revenue in Europe. These factors were partially offset by a total loss of $100 million (before- and after-tax) related to the sale of
    RBC Jamaica, and a provision of $40 million ($32 million after-tax) related to post-employment benefits and restructuring charges in
    the Caribbean. In addition, the prior year was unfavourably impacted by a restructuring charge of $44 million ($31 million after-tax)
    related to the integration of Investor Services, primarily in Europe.
    Financial condition
    Condensed balance sheets (1),(2)
    As at

    (Millions of Canadian dollars)

    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

    Foreign currency-denominated assets and liabilities are translated to Canadian dollars.


    Comparative amounts have been revised from those previously presented. For further details, refer to Note 2 to our Condensed Financial Statements.

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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

    Royal Bank of Canada

    Third Quarter 2014

    Involvement with unconsolidated structured entities


    In the normal course of business, we engage in a variety of financial transactions with structured entities to support our customers
    financing and investing needs, including securitization of client financial assets, creation of investment products, and other types of
    structured financing. The following table summarizes structured entities in which we have significant financial interests but have not
    consolidated.
    As at

    (Millions of Canadian dollars)

    Unconsolidated structured entities


    Multi-seller conduits (2)
    Structured finance
    Investment funds
    Third-party securitization vehicles
    Other
    (1)

    (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

    Royal Bank of Canada

    Third Quarter 2014

    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

    Royal Bank of Canada

    Third Quarter 2014

    Risk management
    Credit risk

    Gross credit risk exposure by portfolio and sector


    As at
    July 31

    April 30

    October 31

    2014

    2014

    2013

    Total
    exposure (3)

    Total
    exposure (3)

    Lending-related and other

    Trading-related

    Loans and acceptances


    (Millions of Canadian dollars)

    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.

    Q3 2014 vs. Q2 2014


    Total gross credit risk exposure increased $28 billion or 3% from the prior quarter, attributable to increases in both wholesale and
    retail exposures. Retail exposure increased $8 billion or 2%, primarily due to volume growth in Canadian home equity products.
    Wholesale exposure increased $20 billion or 3%, primarily attributable to growth in loans and acceptances and an increase in repostyle transactions largely due to higher client activity. Wholesale loan utilization was 37%, down slightly from 38% in the prior
    quarter.
    Gross credit risk exposure by geography (1)
    As at
    July 31

    April 30

    October 31

    2014

    2014

    2013

    Total
    exposure

    Total
    exposure

    Lending-related and other

    Trading-related

    Loans and acceptances


    Outstanding

    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

    (Millions of Canadian dollars)

    (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

    Geographic profile is primarily based on country of residence of the borrower.

    Q3 2014 vs. Q2 2014


    The geographic mix of our gross credit risk exposure did not change significantly from the prior quarter as Canada, U.S., Europe and
    Other International ended the quarter at 58%, 22%, 14% and 6%, respectively.

    Royal Bank of Canada

    Third Quarter 2014

    27

    European exposure
    As at

    Loans and acceptances

    (Millions of Canadian dollars)

    Outstanding

    (1)

    (2)
    (3)

    April 30

    October 31

    2014

    2014

    2013

    Total
    European
    exposure

    Total
    European
    exposure

    Other

    Undrawn
    commitments (1)

    Gross exposure to Europe


    $ 15,274 $
    Less: Collateral held against
    repo-style transactions

    Potential future credit


    exposure add-on
    amount

    Undrawn commitments

    Gross drawn exposure to Europe $ 15,274 $


    Less: Collateral applied against
    derivatives

    Add: Trading securities

    Net exposure to Europe (3)


    $ 15,274 $

    July 31

    Letters of
    credit and
    guarantees

    Securities (2)

    11,932

    Repo-style
    transactions

    Derivatives

    Total
    European
    exposure

    $ 24,056 $ 19,709 $ 52,115 $ 31,943 $155,029

    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

    Total U.K., Germany, France

    $ 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

    Total Peripheral (2)

    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

    Total Other Europe

    3,208

    $ 14,357

    159

    526

    $ 18,250

    $ 21,014

    $ 19,836

    Total exposure to Europe

    $ 15,274

    $ 38,976

    $ 1,393

    $ 1,988

    $ 57,631

    $ 57,457

    $ 50,473

    (Millions of Canadian dollars)

    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).

    Q3 2014 vs. Q2 2014


    Net credit risk exposure to Europe was relatively flat compared to the prior quarter. Increased exposure in the U.K., France and
    Germany were largely offset by a decrease in Luxembourg. Our net exposure to peripheral Europe, which includes Greece, Ireland,
    Italy, Portugal and Spain, remained minimal with total outstanding exposure decreasing $0.1 billion during the quarter to $1.5 billion
    as at July 31, 2014, largely due to a decrease in Spain.

    28

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    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

    Q3 2014 vs. Q2 2014


    Our net exposure decrease to Financials was largely in Other Europe. Increases in Sovereign and Corporate were largely in the U.K.
    Residential mortgages and home equity lines of credit

    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

    Residential mortgages (1)


    (Millions of Canadian dollars, except percentage amounts)

    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

    Total Canada (4)


    U.S.
    Other International

    $ 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

    Total April 30, 2014

    $ 95,066

    45%

    $ 115,618

    55%

    $ 210,684

    $ 46,143

    Royal Bank of Canada

    Third Quarter 2014

    29

    As at July 31, 2013 (1)


    Home equity
    lines of credit

    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

    U.S. and Other


    International

    Total

    92%
    8

    100%

    Canada

    71%
    22
    6
    1
    100%

    U.S. and Other


    International

    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

    For the nine 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.

    Average (4), (5)

    72%

    71%

    71%

    71%

    72%

    71%

    (1)
    (2)
    (3)
    (4)

    Residential mortgages excludes residential mortgages within the homeline products.


    Homeline products are comprised of both residential mortgages and home equity lines of credit.
    Refer to the Risk management section of our 2013 Annual Report for the definition of these regions.
    The average LTV ratio for newly originated and acquired uninsured residential mortgages and homeline products is calculated on a weighted basis by mortgage amounts at
    origination.
    (5)
    For newly originated mortgages and homeline products, LTV is calculated based on the total facility amount for the residential mortgage and homeline product divided by the value of
    the related residential property.
    n.m. not meaningful

    30

    Royal Bank of Canada

    Third Quarter 2014

    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

    Provision for (recovery of) credit losses


    For the three months ended

    For the nine months ended

    July 31

    April 30

    July 31

    July 31

    July 31

    2014

    2014

    2013

    2014

    2013

    Personal & Commercial Banking


    Wealth Management
    Capital Markets
    Corporate Support and Other (1)

    $ 284

    1
    (2)

    $ 231

    13

    $ 226
    10
    28
    3

    $ 789
    19
    12
    (1)

    $ 720
    9
    177
    (3)

    Total PCL

    $ 283

    $ 244

    $ 267

    $ 819

    $ 903

    (Millions of Canadian dollars, except percentage amounts)

    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

    PCL on impaired loans

    226

    215

    229

    697

    690

    PCL on impaired loans


    Other International (2)
    Retail
    Wholesale
    PCL on impaired loans
    Total PCL
    PCL ratio (3)
    Total PCL ratio
    Personal & Commercial Banking
    Canadian Banking
    Caribbean Banking
    Wealth Management
    Capital Markets

    (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.

    Q3 2014 vs. Q3 2013


    Total PCL increased $16 million or 6%, from a year ago. PCL ratio of 26 bps, was flat compared with prior year.
    PCL in Personal & Commercial Banking increased $58 million or 26%, and the PCL ratio increased 6 bps, mainly due to higher
    provisions in Caribbean portfolios and higher provisions in our commercial lending portfolio in Canada.
    PCL in Wealth Management decreased $10 million as the prior year included a provision on a single account.
    PCL in Capital Markets decreased $27 million, as the prior year included provisions on a single account in the technology &
    media sector.

    Royal Bank of Canada

    Third Quarter 2014

    31

    Q3 2014 vs. Q2 2014


    Total PCL increased $39 million or 16%, from the prior quarter. PCL ratio of 26 bps, increased 3 bps.
    PCL in Personal & Commercial Banking increased $53 million or 23%, and the PCL ratio increased 5 bps, mainly due to higher
    provisions in Caribbean portfolios and higher provisions in our commercial lending portfolio in Canada.
    PCL in Capital Markets decreased $12 million as the prior quarter included provisions on a single account in the technology &
    media sector.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Total PCL decreased $84 million or 9% from last year. PCL ratio of 26 bps, decreased 4 bps.
    PCL in Personal & Commercial Banking increased $69 million or 10%, mainly due to higher provisions in Caribbean portfolios and
    higher provisions in personal loans and small business portfolios in Canada.
    PCL in Wealth Management increased $10 million mainly due to higher provisions on a few accounts.
    PCL in Capital Markets decreased $165 million, as the prior year included provisions on a few accounts in the technology & media
    sector.
    Gross impaired loans (GIL)
    As at

    (Millions of Canadian dollars, except percentage amounts)

    July 31

    April 30

    July 31

    2014

    2014

    2013

    Personal & Commercial Banking


    Wealth Management
    Capital Markets
    Investor & Treasury Services
    Corporate Support and Other

    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

    GIL ratio (2)


    Total GIL ratio
    Personal & Commercial Banking
    Canadian Banking
    Caribbean Banking
    Wealth Management
    Capital Markets
    (1)
    (2)

    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

    Geographic information is based on residence of borrower.


    GIL as a % of loans and acceptances.

    Q3 2014 vs. Q3 2013


    Total GIL decreased $73 million from a year ago. The GIL ratio decreased 5 bps.
    GIL in Personal & Commercial Banking increased $118 million or 7%, and the GIL ratio was 55 bps. The increase in GIL was
    mainly due to higher impaired loans in our Caribbean portfolios and Canadian commercial lending and personal loans portfolios.
    These factors were partially offset by lower impaired loans in our Canadian residential mortgages portfolio. GIL ratio in Canadian
    Banking was flat compared to the prior year.
    GIL in Wealth Management decreased $16 million, mainly due to write-offs related to a few accounts.
    GIL in Capital Markets decreased $169 million or 77%, primarily due to lower impaired loans in technology & media, financing
    products and transportation & environment sectors, largely reflecting sales, write-offs and repayments.
    Q3 2014 vs. Q2 2014
    Total GIL increased $24 million or 1% from the prior quarter. The GIL ratio was flat compared to prior quarter.
    GIL in Personal & Commercial Banking increased $24 million or 1%, mainly due to higher impaired loans in our Caribbean
    portfolios, partially offset by lower impaired loans in our Canadian residential mortgages and personal loans portfolios.

    32

    Royal Bank of Canada

    Third Quarter 2014

    Allowance for credit losses (ACL)


    As at

    (Millions of Canadian dollars)

    Allowance for impaired loans


    Personal & Commercial Banking
    Wealth Management
    Capital Markets
    Investor & Treasury Services
    Corporate Support and Other

    Total allowance for impaired loans


    Canada (1)
    Retail
    Wholesale

    Allowance for impaired loans


    Allowance for loans not yet identified as impaired
    (1)

    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

    Total allowance for impaired loans


    Total ACL

    July 31

    2014

    306

    Allowance for impaired loans


    Other International (1)
    Retail
    Wholesale

    April 30

    2014

    567

    Allowance for impaired loans


    U.S. (1)
    Retail
    Wholesale

    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

    Geographic information is based on residence of borrower.

    Q3 2014 vs. Q3 2013


    Total ACL increased $5 million from a year ago, mainly related to higher ACL in our Caribbean and Canadian Banking portfolios,
    partially offset by lower ACL in Capital Markets consistent with changes in GIL as discussed above.
    Q3 2014 vs. Q2 2014
    Total ACL increased $43 million or 2% from last quarter, mainly related to higher ACL in our Caribbean portfolios.
    Loan forbearance
    As recommended by Enhanced Disclosure Task Force (EDTF), we have provided a summary of our forbearance policy with respect to
    loans.
    In our overall management of borrower relationships, economic or legal reasons may necessitate forbearance to certain clients
    with respect to the original terms and conditions of their loans. We strive to identify borrowers in financial difficulty early and modify
    their loan terms/restructure in order to maximize collection and to avoid foreclosure, repossession, or other legal remedies. In these
    circumstances, a borrower may be granted concessions that would not otherwise be considered. We have specialized groups and
    formalized policies that direct the management of delinquent or defaulted borrowers. Examples of such concessions to retail
    borrowers may include rate reduction, principal forgiveness, and term extensions. Concessions to wholesale borrowers may include
    restructuring the agreements, modifying the original terms of the agreement and/or relaxation of covenants. For both retail and
    wholesale loans, the appropriate remediation techniques are based on the individual borrowers situation, the banks policy and the
    customers willingness and capacity to meet the new arrangement. When a loan is restructured, the recorded investment in the loan is
    reduced as of the date of restructuring to the amount of the net cash flows receivable under the modified terms, discounted at the
    effective interest rate inherent in the loan (prior to restructuring).
    Market risk

    Market risk measures FVTPL positions


    VaR and Stressed VaR
    We measure VaR at the 99th percentile confidence level for price movements over a one day holding period using historic simulation
    of the last two years of equally weighted historic market data. These calculations are updated daily with current risk positions with the
    exception of credit valuation adjustments (CVA) and certain other positions which are updated weekly. Market risk Stressed VaR is
    calculated on a weekly basis in a similar manner as Market risk VaR with the exception that it is computed using a fixed historical one
    year period of extreme volatility and its inverse rather than the most recent two year history. The stress period used is the interval from
    September 2008 through August 2009. Stressed VaR is calculated weekly for all portfolios. For further details of our approach to the
    management of market risk, refer to the Market risk section of our 2013 Annual Report.

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    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

    Market risk VaR

    $ 23

    $ 26

    32

    $ 19

    $ 33

    36

    $ 46

    Market risk Stressed VaR

    $ 76

    $ 87

    $ 105

    $ 74

    $ 96

    $ 103

    $ 95

    $ 105

    July 31

    July 31

    2014

    2013

    For the
    nine months ended

    (Millions of Canadian dollars)

    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)

    Market risk VaR

    $ 23

    $ 32

    39

    $ 19

    $ 46

    43

    Market risk Stressed VaR

    $ 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.

    Q3 2014 vs. Q3 2013


    Average VaR of $26 million for the third quarter of 2014 was down $19 million compared to the prior year. The decrease was driven by
    the roll forward of the historical time period used to calculate VaR, which no longer included the market volatility of 2011 following
    the downgrade of the credit rating for the U.S. and the market volatility of spring 2012 that resulted from European sovereign debt
    concerns. The decrease in VaR was also driven by lower risk in Non-Agency mortgage-backed securities (MBS) portfolios and lower
    foreign exchange risk.
    Average Stressed VaR of $87 million for the third quarter of 2014 was down $18 million from the same period last year largely
    due to lower risk positions in certain MBS portfolios. The decrease was also a result of the adoption of the provisions of IFRS 9
    Financial Instruments (IFRS 9) in which changes in the fair value of non-derivative liabilities attributable to changes in our credit risk
    are no longer reported in revenue and were therefore excluded from our VaR model as of May 1, 2014.
    Q3 2014 vs. Q2 2014
    Average VaR of $26 million was down $10 million compared to the prior quarter. The decrease was primarily driven by the roll forward
    of the historical time period used to calculate VaR, which no longer includes the market volatility that resulted from European
    sovereign debt concerns in the spring of 2012. Lower equity risk and the adoption of the provisions of IFRS 9 as noted above also
    contributed to the VaR decrease.
    Average Stressed VaR was down $16 million from the prior quarter largely due to the adoption of IFRS 9, lower risk positions in
    Agency MBS portfolios in the current quarter and lower equity risk.
    The impact of foreign exchange translation on foreign-denominated portfolios also contributed to the decrease in VaR and
    Stressed VaR.
    Q3 2014 vs. Q3 2013 (Nine months ended)
    Average VaR of $32 million decreased $11 million compared to the prior year, largely driven by the roll forward of the historical time
    period used to calculate VaR and lower risk positions in MBS portfolios. Average Stressed VaR increased by $8 million from
    $89 million in the same period of the prior year, largely driven by higher risk in fixed income positions whose price behaviour was
    particularly volatile in the historical period used to calculate Stressed VaR when compared to more recent history.

    34

    Royal Bank of Canada

    Third Quarter 2014

    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

    Daily Trading Revenue

    Market Risk VaR

    14

    -20

    r-2

    Jan

    Jul

    Market risk measures for other FVTPL positions


    Assets and liabilities of RBC Insurance
    We offer a range of insurance products to clients and hold investments to meet the future obligations to policyholders. The
    investments which support policyholder liabilities are predominantly fixed income assets designated as FVTPL. Consequently changes
    in the fair values of these assets are recorded in investment income in the consolidated statements 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.
    Liabilities with respect to insurance obligations are reported at $8.5 billion as of July 31, 2014. We held $6.6 billion of trading
    securities in support of the liabilities. We also held $1.6 billion of securities classified as AFS as investments.
    Market risk measures Structural Interest Rate Positions
    The following table provides the potential before-tax impact of an immediate and sustained 100 bps increase or decrease in interest
    rates on net interest income and economic value of equity of our non-trading portfolio, assuming that no further hedging is
    undertaken. All interest rate risk measures are based upon interest rate exposures at a specific time and continuously change as a
    result of business activities and our risk management actions. During the third quarter of 2014, our interest rate risk exposure was
    well within our target levels.
    July 31

    April 30

    July 31

    2014

    2014

    2013

    Economic value of equity risk

    (Millions of Canadian dollars)

    Canadian
    dollar
    impact

    Before-tax impact of:


    100bps increase in rates
    100bps decrease in rates

    $ (824)
    686

    (1)
    (2)

    U.S.
    dollar
    impact (1)

    Total

    $ (3) $ (827)
    (1)
    685

    Net interest income risk (2)


    Canadian
    dollar
    impact

    $ 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.

    Market risk measures for other material non-trading portfolios


    Market Risk AFS
    We held $46 billion of securities classified as AFS as at July 31, 2014, compared to $43 billion as at April 30, 2014. We hold debt
    securities designated as AFS primarily as investments and to manage interest rate risk in our non-trading banking activity. Certain
    legacy debt portfolios are also classified as AFS. As at July 31, 2014, our portfolio of AFS securities (excluding those held in our
    Insurance business) exposes us to interest rate risk of a pre-tax loss of $5.7 million as measured by the change in the value of the
    securities for a one basis point parallel increase in yields. The portfolio also exposes us to credit spread risk of a pre-tax loss of
    $10.2 million, as measured by the change in value for a one basis point widening of credit spreads. Changes in the value of these
    securities are reported in other comprehensive income. Our available-for-sale securities also include equity exposures of $1.7 billion
    as at July 31, 2014, which is unchanged compared to last quarter.

    Royal Bank of Canada

    Third Quarter 2014

    35

    Derivatives in hedge accounting relationships


    Derivative assets in a designated hedge accounting relationship of $1.9 billion as at July 31, 2014 were down from $2.0 billion in the
    prior quarter, and derivative liabilities of $805 million as at July 31, 2014 were unchanged compared to the prior quarter. We use
    interest rate swaps to manage our structural interest rate risk, as described in the Market risk section of our 2013 Annual Report. To
    the extent these swaps are considered effective hedges, changes in their fair value are recognized in other comprehensive income.
    The interest rate risk for the designated cash flow hedges, measured as the change in the value of the derivatives for a one basis point
    parallel increase in yields, was positive $3.1 million as of July 31, 2014.
    We also use interest rate swaps to hedge changes in the fair value of certain fixed-rate instruments. Changes in fair value of the
    interest rate swaps and the hedged instruments that are related to interest rate movements are reflected in income.
    We also use foreign exchange derivatives to manage our exposure to equity investments in subsidiaries that are denominated in
    foreign currencies, particularly the U.S. dollar and British pound. Changes in the fair value of these hedges and the cumulative
    translation adjustment related to our structural foreign exchange risk are reported in other comprehensive income.
    Linkage of market risk to selected balance sheet items
    The following table provides the linkages between selected balance sheet items with positions included in our trading market risk and
    non-trading market risk disclosures, which illustrates how we manage market risk for our assets and liabilities through different risk
    measures.
    As at July 31, 2014
    Market risk measure
    (Millions of Canadian dollars)

    Assets subject to market risk


    Cash and due from banks (3)
    Interest-bearing deposits with banks (4)
    Securities
    Trading (5)
    Available-for-sale (6)
    Assets purchased under reverse repurchase agreements
    and securities borrowed (7)
    Loans
    Retail (8)
    Wholesale (9)
    Allowance for loan losses
    Segregated fund net assets (10)
    Derivatives
    Other assets (11)
    Assets not subject to market risk (12)

    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

    Interest rate, credit spread


    Interest rate, credit spread, equity

    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

    Total liabilities and 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

    Royal Bank of Canada

    Third Quarter 2014

    As at April 30, 2014


    Market risk measure
    (Millions of Canadian dollars)

    Assets subject to market risk


    Cash and due from banks (3)
    Interest-bearing deposits with banks (4)
    Securities
    Trading (5)
    Available-for-sale (6)
    Assets purchased under reverse repurchase agreements and
    securities borrowed (7)
    Loans
    Retail (8)
    Wholesale (9)
    Allowance for loan losses
    Segregated fund net assets (10)
    Derivatives
    Other assets (11)
    Assets not subject to market risk (12)
    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)
    Total liabilities
    Total equity
    Total liabilities and equity

    Balance sheet
    amount

    15,879
    5,210

    Traded risk (1)

    Non-traded risk (2)

    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.

    Liquidity and funding management

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    Cash and holding at central banks


    Deposits in other banks available overnight
    Securities issued or guaranteed by sovereigns, central banks or multilateral
    development banks (2), (3)
    Other (2)

    Liquidity assets eligible at central banks (not included above) (4)


    Undrawn credit lines granted by central banks (5)
    Other assets eligible as collateral for discount (6)
    Other liquid assets (7)
    Total 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

    41,085 $ 524,638 $ 184,814 $ 339,824


    As at April 30, 2014

    Bank-owned
    liquid assets

    (Millions of Canadian dollars)

    Cash and holding at central banks


    Deposits in other banks available overnight
    Securities issued or guaranteed by sovereigns, central banks or multilateral
    development banks (2), (3), (8)
    Other (2)
    Liquidity assets eligible at central banks (not included above) (4)
    Undrawn credit lines granted by central banks (5)
    Other assets eligible as collateral for discount (6)
    Other liquid assets (7)
    Total 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

    41,058 $ 504,899 $ 176,423 $ 328,476

    As at
    July 31

    April 30

    2014

    2014

    Royal Bank of Canada (8)


    Foreign branches
    Subsidiaries

    $ 216,910
    47,224
    75,690

    $ 212,778
    41,775
    73,923

    Total unencumbered liquid assets

    $ 339,824

    $ 328,476

    (Millions of Canadian dollars)

    (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.

    Royal Bank of Canada

    Third Quarter 2014

    39

    Asset encumbrance (1)


    As at
    July 31

    April 30

    2014
    Encumbered
    (Millions of Canadian dollars)

    Pledged as
    collateral

    Cash and due from


    banks
    $
    166
    Interest-bearing
    deposits with banks
    87
    Securities
    Trading (6)
    64,996
    Available-for-sale (6)
    4,221
    Assets purchased
    under reverse
    repurchase
    agreements and
    securities borrowed
    116,238
    Loans
    Retail
    Mortgage
    securities (6)
    38,251
    Mortgage loans (6)
    23,766
    Non-mortgage
    loans
    8,930
    Wholesale

    Allowance for loan


    losses

    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

    Royal Bank of Canada

    Third Quarter 2014

    Long-term debt issuance


    Our wholesale funding activities are well-diversified by geography, investor segment, currency, structure and maturity. We maintain an
    ongoing presence in different funding markets, which allows us to continuously monitor market developments and trends, identify
    opportunities and risks, and take appropriate and timely actions. We operate longer-term debt issuance registered programs. The
    following table summarizes these programs with their authorized limits by geography.
    Canada

    U.S.

    Europe/Asia

    Canadian Shelf $15 billion

    SEC Registered US$25 billion

    European Debt Issuance Program


    US$40 billion

    SEC Registered Covered Bonds


    US$12 billion

    Covered Bond Program


    Euro 23 billion
    Japanese Issuance Programs
    JPY 1 trillion

    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

    Long-term debt funding mix by product

    ($126 billion as at July 31, 2014)

    ($126 billion as at July 31, 2014)

    U.S. dollar
    43%

    MBS/CMB (1)
    19%

    Euro
    8%

    Covered bonds
    18%

    Cards and auto


    securitization
    7%

    Other
    5%
    Canadian dollar
    44%

    Unsecured funding
    56%

    (1)

    Mortgage-backed securities and Canada Mortgage Bonds

    Royal Bank of Canada

    Third Quarter 2014

    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)

    Deposits from banks (2)


    Certificates of deposit and commercial paper
    Asset-backed commercial paper (3)
    Senior unsecured medium-term notes (4)
    Senior unsecured structured notes (5)
    Mortgage securitization
    Covered bonds/asset-backed securities (6)
    Subordinated liabilities
    Other (7)
    Total
    Of which:
    Secured
    Unsecured

    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

    $ 4,532 $ 2,114 $ 3,271 $ 8,400


    $ 4,919 $ 10,026 $ 10,886 $ 24,240

    $ 18,316 $ 10,279 $ 35,927


    $ 50,072 $ 21,542 $ 51,228

    $ 64,522
    $ 122,842

    As at April 30, 2014


    (Millions of Canadian dollars)

    Less than 1
    month

    1 to 3
    months

    3 to 6
    months

    Deposits from banks (2)


    Certificates of deposit and commercial paper
    Asset-backed commercial paper (3)
    Senior unsecured medium-term notes (4)
    Senior unsecured structured notes (5)
    Mortgage securitization
    Covered bonds/asset-backed securities (6), (8)
    Subordinated liabilities
    Other (7)

    $ 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 $

    9,129 $ 14,181 $ 33,385

    $ 66,206 $ 27,423 $ 90,016

    $ 183,645

    Of which:
    Secured (8)
    Unsecured

    $ 4,598 $
    $ 4,913 $

    1,673 $ 2,716 $ 9,008


    7,456 $ 11,465 $ 24,377

    $ 17,995 $ 6,787 $ 38,468


    $ 48,211 $ 20,636 $ 51,548

    $ 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

    Excludes bankers acceptances.


    Only includes deposits raised by treasury. Excludes deposits associated with services we provide to these banks (e.g., custody, cash management).
    Only includes consolidated liabilities, including our collateralized commercial paper program.
    Includes deposit notes.
    Includes notes where the payout is tied to movements in foreign exchange, commodities and equities.
    Includes credit card, auto and mortgages.
    Includes tender option bonds (secured) of $4,191 million (April 30, 2014 $4,489 million), bearer deposit notes (unsecured) of $1,408 million (April 30, 2014 $1,714 million) and other long-term
    structured deposits (unsecured) of $3,520 million (April 30, 2014 $3,536 million).
    Amounts have been revised from those previously presented.

    42

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    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

    Loans (net of allowance for


    loan losses)
    18,339
    10,512
    8,445
    11,760
    14,184
    70,345
    178,205
    30,840
    Other
    Customers liability under
    acceptances
    5,118
    1,906
    437
    428
    2,548

    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

    Total financial assets


    Other non-financial assets

    $ 219,845 $ 46,281 $ 39,305 $ 27,552 $ 27,273 $ 81,930 $ 213,360 $ 82,397


    1,823
    485
    691
    152
    385
    616
    1,484
    2,251

    $ 152,871 $ 890,814
    15,169
    23,056

    Total assets

    $ 221,668 $ 46,766 $ 39,996 $ 27,704 $ 27,658 $ 82,546 $ 214,844 $ 84,648

    $ 168,040 $ 913,870

    Liabilities and equity


    Deposits (2)
    Unsecured borrowing
    $ 32,069 $ 18,836 $ 20,233 $ 21,525 $ 13,773 $ 56,125 $ 53,060 $ 15,570
    Secured borrowing
    41
    1,865
    798
    1,129
    3,143
    9,164
    20,560
    9,233
    Covered bonds

    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

    Total financial liabilities


    Other non-financial
    liabilities
    Equity

    $ 172,985 $ 28,173 $ 28,915 $ 28,741 $ 22,922 $ 78,260 $ 105,546 $ 72,187

    Total liabilities and equity

    $ 174,608 $ 28,465 $ 31,592 $ 29,132 $ 23,006 $ 79,172 $ 107,875 $ 80,022

    $ 359,998 $ 913,870

    Off-balance sheet items


    Financial guarantees
    Lease commitments
    Commitments to extend
    credit
    Other commitments
    Total off-balance sheet
    items
    (1)
    (2)

    1,623

    232 $
    58
    2,499
    203

    292

    2,677

    391

    84

    912

    798 $ 2,694 $ 2,299 $ 2,865 $ 2,474 $


    114
    166
    163
    161
    623
    5,163
    608

    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

    2,992 $ 6,683 $ 7,941 $ 7,478 $ 12,373 $ 17,387 $ 94,994 $ 4,329

    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.

    Royal Bank of Canada

    Third Quarter 2014

    43

    As at April 30, 2014


    Less than
    1 month

    (Millions of Canadian dollars)

    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

    Total financial assets


    Other non-financial assets (2)

    $ 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

    Total financial liabilities


    Other non-financial liabilities
    Equity (2)

    $ 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

    Total liabilities and equity

    $ 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

    Liabilities and equity


    Deposits (3)
    Unsecured borrowing
    Secured borrowing
    Covered bonds
    Other
    Acceptances
    Obligations related to
    securities sold short
    Obligations related to assets
    sold under repurchase
    agreements and securities
    loaned
    Derivatives
    Other financial liabilities
    Subordinated debentures

    Off-balance sheet items


    Financial guarantees
    Lease commitments
    Commitments to extend credit
    Other commitments
    Total off-balance sheet items
    (1)
    (2)
    (3)

    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

    Royal Bank of Canada

    Third Quarter 2014

    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

    Senior longterm 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.

    Additional contractual obligations for rating downgrades


    A lowering of our credit rating may have potentially adverse consequences for our funding capacity or access to the capital markets,
    may also affect our ability, and the cost, to enter into normal course derivative or hedging transactions and may require us to post
    additional collateral under certain contracts. However, we estimate, based on periodic reviews of ratings triggers embedded in our
    existing businesses and of our funding capacity sensitivity, that a minor downgrade would not significantly influence our liability
    composition, funding access, collateral usage and associated costs. The following table presents the additional collateral obligations
    required at the reporting date in the event of a one-, two- or three-notch downgrade to our credit ratings. These additional collateral
    obligations are incremental requirements for each successive downgrade and do not represent the cumulative impact. The amounts
    reported change periodically as a result of several factors including the transfer of trading activity to centrally cleared financial market
    infrastructures and exchanges, the expiration of transactions with downgrade triggers, the imposition of internal limitations on new
    agreements to exclude downgrade triggers, as well as normal course mark to market of positions with collateralized counterparties
    moving from a negative to a positive position. There is no outstanding senior debt issued in the market that contains rating triggers
    which would lead to early prepayment of principal.
    Additional contractual obligations for rating downgrades
    As at
    July 31

    April 30

    2014
    (Millions of Canadian dollars)

    Contractual derivatives funding or margin requirements


    Other contractual funding or margin requirements (1)
    (1)

    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)

    Common Equity Tier 1 (%)

    >4.5%

    2.5%

    >7.0%

    1.0%

    >8.0%

    9.5%

    Tier 1 capital (%)

    >6.0%

    2.5%

    >8.5%

    1.0%

    >9.5%

    11.2%

    2014/2016

    Total capital (%)

    >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

    Royal Bank of Canada

    Third Quarter 2014

    45

    Regulatory capital, RWA and capital ratios


    As at

    (Millions of Canadian dollars, except percentage and multiple amounts)

    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)

    Q3 2014 vs. Q2 2014


    Continuity of CET1 ratio (Basel III)
    36 bps

    (28) bps
    (24) bps

    9.7%

    April 30,
    2014 (1)

    (1)
    (2)

    Internal capital
    generation (2)

    Corporate and business


    lending risk
    parameters update

    RWA
    business growth

    (2) bps

    9.5%

    Other

    July 31,
    2014 (1)

    Represents rounded figures.


    Internal capital generation of $1.3 billion represents Net income available to shareholders less common and preferred shares dividends.

    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

    Royal Bank of Canada

    Third Quarter 2014

    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)

    For the nine months


    ended July 31, 2014

    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.

    Selected share data (1)


    As at July 31, 2014

    (Millions of Canadian dollars, except the number of shares and dividends per share)

    Common shares outstanding


    First preferred shares outstanding
    Non-cumulative Series W (2)
    Non-cumulative Series AA
    Non-cumulative Series AB
    Non-cumulative Series AC
    Non-cumulative Series AD
    Non-cumulative Series AE
    Non-cumulative Series AF
    Non-cumulative Series AG
    Non-cumulative Series AJ (3)
    Non-cumulative Series AK (3)
    Non-cumulative Series AL (3)
    Non-cumulative Series AT (3)
    Non-cumulative Series AV (3)
    Non-cumulative Series AX (3)
    Non-cumulative Series AZ (3), (4)
    Non-cumulative Series BB (3), (4)
    Treasury shares preferred
    Treasury shares common
    Stock options
    Outstanding
    Exercisable
    Dividends
    Common
    Preferred
    (1)
    (2)
    (3)
    (4)

    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

    Royal Bank of Canada

    Third Quarter 2014

    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

    Average common equity

    $ 46,400

    $ 45,550

    $ 41,000

    (Millions of Canadian dollars)

    Credit risk
    Market risk (trading and non-trading)
    Operational risk
    Business and fixed asset risk
    Insurance risk
    Goodwill and other intangibles
    Regulatory capital allocation

    Q3 2014 vs. Q3 2013


    Attributed capital increased $4 billion largely due to an increase in Credit risk reflecting the impact of foreign exchange translation
    and business growth. Market risk increased mainly due to an increase in non-trading interest rate risk and the introduction of
    structural foreign exchange risks in Q1 2014 along with higher incremental risk charge, partially offset by lower CVA VaR usage.
    Operational and business risks increased due to higher gross revenue. Goodwill and other intangibles risk increase mainly reflects the
    impact of foreign exchange translation.
    We remain well capitalized with current levels of available capital exceeding the attributed capital required to underpin all of our
    material risks. Unattributed capital increased from the prior year as we retained additional capital in anticipation of the additional
    capital requirements by OSFI for D-SIBs.
    Q3 2014 vs. Q2 2014
    Attributed capital increased $1.1 billion primarily driven by growth in Credit risk reflecting business growth and Market risk reflecting
    higher non-trading interest rate risk and higher incremental risk charge usage, partially offset by lower structural foreign exchange risk
    and lower CVA VaR usage. Operational and Business risks increased due to higher gross revenue.

    48

    Royal Bank of Canada

    Third Quarter 2014

    Additional financial information


    Exposures to selected financial instruments

    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

    July 31, 2013

    CDOs that
    may contain
    subprime
    or Alt-A

    (Millions of Canadian dollars)

    Subprime
    RMBS

    Alt-A
    RMBS

    Fair value of securities

    $ 212

    $ 193

    4
    3
    4
    182

    $ 212

    $ 193

    23
    38
    82
    42
    8

    Fair value of securities by rating


    AAA
    AA
    A
    BBB
    Below BBBTotal
    Fair value of securities by vintage
    2003 (or before)
    2004
    2005
    2006
    2007 and greater

    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

    Amortized cost of subprime/Alt-A mortgages


    (whole loans)

    37

    27

    Total subprime and Alt-A exposures

    $ 221

    $ 230

    $ 451

    $ 279

    15

    46

    $ 130

    Total

    $ 390

    $ 390

    $ 390
    $

    34

    $ 424

    Sensitivities of fair value of securities to changes in assumptions:


    100bps increase in credit spread
    100bps increase in interest rates
    20% increase in default rates
    25% decrease in prepayment rates

    (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.

    Royal Bank of Canada

    Third Quarter 2014

    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)

    Fair value (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.

    Accounting and control matters


    Summary accounting policies and estimates

    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

    Disclosure controls and procedures


    As of July 31, 2014, management evaluated, under the supervision of and with the participation of the President and Chief Executive
    Officer and the Chief Administrative Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as
    defined under rules adopted by the United States Securities and Exchange Commission. Based on that evaluation, the President and
    Chief Executive Officer and the Chief Administrative Officer and Chief Financial Officer concluded that our disclosure controls and
    procedures were effective as of July 31, 2014.
    Internal control over financial reporting
    No changes were made in our internal control over financial reporting during the quarter ended July 31, 2014 that have materially
    affected, or are reasonably likely to materially affect, our internal control over financial reporting.
    Related party transactions

    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

    Royal Bank of Canada

    Third Quarter 2014

    EDTF recommendations index

    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

    Risk governance, risk


    management and
    business model

    Recommendation
    1
    2

    Table of contents for EDTF risk disclosure


    Define risk terminology and measures

    3
    4

    Top and emerging risks


    New regulatory ratios

    5
    6
    7
    8
    9
    10

    11

    Capital adequacy and


    risk-weighted assets

    12
    13
    14
    15
    16
    17

    Liquidity

    Funding

    36-37,44

    98
    46-49
    183-185
    44-45
    65,77

    Risk management organization


    Risk culture
    Risk in the context of our business activities
    Stress testing

    46-49
    46
    49
    48,60

    Minimum Basel III capital ratios and Domestic


    systemically important bank surcharge
    Composition of capital and reconciliation of the
    accounting balance sheet to the regulatory
    balance sheet
    Flow statement of the movements in regulatory
    capital
    Capital strategic planning
    Risk-weighted assets (RWA) by business segments
    Analysis of capital requirement, and related
    measurement model information
    RWA credit risk and related risk measurements
    Movement of risk-weighted assets by risk type
    Basel back-testing

    44

    77

    22-27

    28

    76

    50-52

    31
    29-30

    51

    42-44
    31
    42

    37-38

    66-67

    19

    Encumbered and unencumbered assets by balance


    sheet category, and contractual obligations for
    rating downgrades
    Maturity analysis of consolidated total assets,
    liabilities and off-balance sheet commitments
    analyzed by remaining contractual maturity at
    the balance sheet date
    Sources of funding and funding strategy

    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

    Quantitative and qualitative analysis of our


    liquidity reserve

    22

    Credit risk

    50

    Annual
    Report page

    18

    21

    Market risk

    Disclosure

    RTS
    page

    31
    32

    Relationship between the market risk measures for


    trading and non-trading portfolios and the
    balance sheet
    Decomposition of market risk factors
    Market risk validation and back-testing
    Primary risk management techniques beyond
    reported risk measures and parameters
    Banks credit risk profile
    Quantitative summary of aggregate credit risk
    exposures that reconciles to the balance sheet
    Policies for identifying impaired loans
    Reconciliation of the opening and closing balances
    of impaired loans and impairment allowances
    during the year
    Quantification of gross notional exposure for OTC
    derivatives or exchange-traded derivatives
    Credit risk mitigation, including collateral held for
    all sources of credit risk

    50-59
    132-134
    93-97
    86-87
    114-115

    46

    52

    41

    Other risk types


    Publicly known risk events

    73-76
    76
    170

    78-80
    32

    34,38

    Royal Bank of Canada

    Third Quarter 2014

    51

    Interim Condensed Consolidated Balance Sheets (unaudited)

    (Millions of Canadian dollars except share amounts)

    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

    Assets purchased under reverse repurchase agreements and securities borrowed

    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

    Allowance for loan losses (Note 5)


    Segregated fund net assets
    Other
    Customers liability under acceptances
    Derivatives (Note 6)
    Premises and equipment
    Goodwill
    Other intangibles
    Investments in joint ventures and associates
    Employee benefit assets
    Other assets

    126,805

    127,316

    125,566

    131,380

    Total assets

    $ 913,870

    $ 895,896

    $ 859,745

    $ 850,073

    Liabilities and equity


    Deposits (Note 8)
    Personal
    Business and government
    Bank

    $ 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

    Segregated fund liabilities


    Other
    Acceptances
    Obligations related to securities sold short
    Obligations related to assets sold under repurchase agreements and securities loaned
    Derivatives (Note 6)
    Insurance claims and policy benefit liabilities
    Employee benefit liabilities
    Other liabilities

    6,810

    6,486

    7,443

    7,392

    860,373

    843,920

    810,285

    801,888

    Equity attributable to shareholders


    Preferred shares
    Common shares (shares issued 1,441,535,962, 1,441,348,556, 1,441,055,616 and 1,440,177,840)
    Treasury shares preferred (shares held 57,070, (11,321), (46,641) and 17,021)
    common (shares held (117,579), (1,097,349), (666,366) and 107,308)
    Retained earnings
    Other components of equity

    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

    Subordinated debentures (Note 10)


    Total liabilities

    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

    Royal Bank of Canada

    Third Quarter 2014

    Interim Condensed Consolidated Statements of Income (unaudited)


    For the three months ended

    For the nine months ended

    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

    Net interest income

    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

    (Millions of Canadian dollars, except per share amounts)

    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

    Insurance policyholder benefits, claims and acquisition expense

    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

    Net income attributable to:


    Shareholders
    Non-controlling interests

    $ 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

    Provision for credit losses (Note 5)

    Income before income taxes


    Income taxes

    Basic earnings per share (in dollars) (Note 11)


    Diluted earnings per share (in dollars) (Note 11)
    Dividends per common share (in dollars)

    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.

    Royal Bank of Canada

    Third Quarter 2014

    53

    Interim Condensed Consolidated Statements of Comprehensive Income (unaudited)


    For the three months ended
    April 30

    July 31

    July 31

    July 31

    2014

    2014

    2013

    2014

    2013

    $ 2,378

    $ 2,201

    $ 2,285

    $ 6,671

    $ 6,241

    (Millions of Canadian dollars)

    Net income

    For the nine months ended

    July 31

    Other comprehensive (loss) income, net of taxes


    Items that will be reclassified subsequently to income:
    Net change in unrealized gains (losses) on available-for-sale securities
    Net unrealized gains (losses) on available-for-sale securities
    Reclassification of net gains on available-for-sale securities to income
    Foreign currency translation adjustments
    Unrealized foreign currency translation (losses) gains
    Net foreign currency translation gains (losses) from hedging activities
    Reclassification of losses on foreign currency translation to income
    Reclassification of losses on net investment hedging activities to income
    Net change in cash flow hedges
    Net gains (losses) on derivatives designated as cash flow hedges
    Reclassification of gains on derivatives designated as cash flow hedges to income
    Items that will not be reclassified subsequently to income:
    Remeasurements of employee benefit plans (Note 9)
    Net fair value change due to credit risk on financial liabilities designated as at fair value
    through profit or loss
    Total other comprehensive (loss) income, net of taxes

    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

    Total comprehensive income

    $ 2,213

    $ 1,932

    $ 3,022

    $ 7,223

    $ 6,842

    Total comprehensive income attributable to:


    Shareholders
    Non-controlling interests

    $ 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

    (Millions of Canadian dollars)

    Income tax expenses (recoveries) on net unrealized gains (losses) on available-for-sale


    securities
    $
    Income tax expenses on reclassification of net gains on available-for-sale securities to
    income
    Income tax (recoveries) expenses on unrealized foreign currency translation (losses)
    gains
    Income tax expenses (recoveries) on net foreign currency translation gains (losses) from
    hedging activities
    Income tax recoveries on reclassification of losses on net investment hedging activities to
    income
    Income tax expenses (recoveries) on net gains (losses) on derivatives designated as cash
    flow hedges
    Income tax expenses on reclassification of gains on derivatives designated as cash flow
    hedges to income
    Income tax (recoveries) expenses on remeasurements of employee benefit plans
    Income tax recoveries on net fair value change due to credit risk on financial liabilities
    designated as at fair value through profit or loss
    Total income tax expenses (recoveries)

    For the nine 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)

    (Millions of Canadian dollars)

    Balance at July 31, 2014

    $ 14,475

    19
    (2)

    500

    $ 4,750

    $ 14,458

    $ 4,250

    30
    (14)

    (850)

    Balance at April 30, 2014


    Changes in equity
    Issues of share capital
    Common shares purchased for cancellation
    Preferred shares redeemed
    Sales of treasury shares
    Purchases of treasury shares
    Share-based compensation awards
    Dividends on common shares
    Dividends on preferred shares and other
    Other
    Net income
    Total other comprehensive income

    $ 14,442

    $ 5,100

    $ 14,333

    $ 4,600

    25
    (46)

    (213)

    Balance at January 31, 2014


    Changes in equity
    Issues of share capital
    Common shares purchased for cancellation
    Preferred shares redeemed
    Sales of treasury shares
    Purchases of treasury shares
    Share-based compensation awards
    Dividends on common shares
    Dividends on preferred shares and other
    Other
    Net income
    Total other comprehensive income

    $ 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

    Other components of equity


    Availablefor-sale
    securities

    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

    Royal Bank of Canada

    Balance at July 31, 2013

    Balance at April 30, 2013


    Changes in equity
    Issues of share capital
    Common shares purchased for cancellation
    Preferred shares redeemed
    Sales of treasury shares
    Purchases of treasury shares
    Share-based compensation awards
    Dividends on common shares
    Dividends on preferred shares and other
    Other
    Net income
    Total other comprehensive income

    Preferred
    shares

    Interim Condensed Consolidated Statements of Changes in Equity (unaudited)

    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

    Other components of equity


    Availablefor-sale
    securities

    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)

    Balance at July 31, 2014

    $ 14,377

    $ 4,600

    Balance at October 31, 2013


    Changes in equity
    Issues of share capital
    Common shares purchased for cancellation
    Preferred shares redeemed
    Sales of treasury shares
    Purchases of treasury shares
    Share-based compensation awards
    Dividends on common shares
    Dividends on preferred shares and other
    Other
    Net income
    Total other comprehensive income

    $ 14,333

    77
    (67)

    (213)

    $ 4,600

    $ 14,323

    $ 4,813

    Common
    shares

    Balance at July 31, 2013

    Balance at October 31, 2012


    Changes in equity
    Issues of share capital
    Common shares purchased for cancellation
    Preferred shares redeemed
    Sales of treasury shares
    Purchases of treasury shares
    Share-based compensation awards
    Dividends on common shares
    Dividends on preferred shares and other
    Other
    Net income
    Total other comprehensive income

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada


    Third Quarter 2014
    55

    56

    Royal Bank of Canada

    Third Quarter 2014

    Interim Condensed Consolidated Statements of Cash Flows (unaudited)


    For the three months ended
    (Millions of Canadian dollars)

    Cash flows from operating activities


    Net income
    Adjustments for non-cash items and others
    Provision for credit losses
    Depreciation
    Deferred income taxes
    Amortization and impairment of other intangibles
    Loss (gain) on sale of premises and equipment
    Gain on available-for-sale securities
    Loss on disposition of business
    Impairment of available-for-sale securities
    Share of profit in joint ventures and associates
    Adjustments for net changes in operating assets and liabilities
    Insurance claims and policy benefit liabilities
    Net change in accrued interest receivable and payable
    Current income taxes
    Derivative assets
    Derivative liabilities
    Trading securities
    Change in loans, net of securitizations
    Change in assets purchased under reverse repurchase agreements
    and securities borrowed
    Change in deposits
    Change in obligations related to assets sold under repurchase
    agreements and securities loaned
    Change in obligations related to securities sold short
    Net change in brokers and dealers receivable and payable
    Other
    Net cash from operating activities
    Cash flows from investing activities
    Change in interest-bearing deposits with banks
    Proceeds from sale of available-for-sale securities
    Proceeds from maturity of available-for-sale securities
    Purchases of available-for-sale securities
    Proceeds from maturity of held-to-maturity securities
    Purchases of held-to-maturity securities
    Net acquisitions of premises and equipment and other intangibles
    Proceeds from dispositions
    Cash used in acquisitions
    Net cash (used in) from investing activities
    Cash flows from financing activities
    Redemption of trust capital securities
    Issue of subordinated debentures
    Repayment of subordinated debentures
    Issue of common shares
    Common shares purchased for cancellation
    Issue of preferred shares
    Redemption of preferred shares
    Sales of treasury shares
    Purchase of treasury shares
    Dividends paid
    Issuance costs
    Dividends/distributions paid to non-controlling interests
    Change in short-term borrowings of subsidiaries
    Net cash used in financing activities
    Effect of exchange rate changes on cash and due from banks
    Net change in cash and due from banks
    Cash and due from banks at beginning of period (1)
    Cash and due from banks at end of period (1)
    Cash flows from operating activities include:
    Amount of interest paid
    Amount of interest received
    Amount of dividend received
    Amount of income taxes paid
    (1)

    For the nine months ended

    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.

    Royal Bank of Canada

    Third Quarter 2014

    57

    Note 1 General information

    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)

    (Millions of Canadian dollars, except per share amounts)

    Consolidated Statement of Comprehensive Income


    Total other comprehensive income, net of taxes
    Consolidated Statement of Income
    Non-interest income Trading revenue
    Non-interest income Other
    Non-interest expense Human resources (1)
    Net income
    Basic earning per share (in dollars)
    Diluted earnings per share (in dollars)
    (1)

    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

    Adjustments relate to variable compensation arrangements.

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 2 Summary of significant accounting policies, estimates and judgments (continued)

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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)

    Consolidated Balance Sheet


    Cash and due from banks
    Interest-bearing deposits with banks
    Securities Trading and Available-for-sale
    Loans Wholesale (1)
    Other Investment in associates and joint ventures
    Other Employee benefits assets
    Other Other lines impacted by accounting changes (2)
    Lines not impacted by accounting changes

    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)

    Deposits Business and government (1)


    Other Employee benefits liabilities
    Other Other liabilities
    Trust capital securities
    Retained earnings
    Other components of equity
    Lines not impacted by accounting changes

    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)

    Total liabilities and equity


    Consolidated Statement of Income
    Net income (Year ended October 31, 2013)
    Three months ended January 31, 2013
    Three months ended April 30, 2013
    Three months ended July 31, 2013
    Three months ended October 31, 2013
    Basic earnings per share (in dollars) (Year ended October 31, 2013)
    Diluted earnings per share (in dollars) (Year ended October 31, 2013)

    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

    As at July 31, 2013


    Adjustments
    (Millions of Canadian dollars)

    Consolidated Balance Sheet


    Cash and due from banks
    Interest-bearing deposits with banks
    Securities Trading and Available-for-sale
    Loans Wholesale (1)
    Other Investment in associates and joint ventures
    Other Employee benefits assets
    Other Other lines impacted by accounting changes (2)
    Lines not impacted by accounting changes

    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

    Deposits Business and government (1)


    Other Employee benefits liabilities
    Other Other liabilities
    Trust capital securities
    Retained earnings
    Other components of equity
    Lines not impacted by accounting changes

    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

    Total liabilities and equity

    76

    60

    Royal Bank of Canada

    Third Quarter 2014

    Note 2 Summary of significant accounting policies, estimates and judgments (continued)


    As at and for the year ended October 31, 2012
    Adjustments
    (Millions of Canadian dollars, except per share amounts)

    Consolidated Balance Sheet


    Cash and due from banks
    Interest-bearing deposits with banks
    Securities Trading and Available-for-sale
    Loans Wholesale (1)
    Other Investment in associates and joint ventures
    Other Employee benefits assets
    Other Other lines impacted by accounting changes (2)
    Lines not impacted by accounting changes

    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)

    Deposits Business and government (1)


    Other Employee benefits liabilities
    Other Other liabilities
    Trust capital securities
    Retained earnings
    Other components of equity
    Lines not impacted by accounting changes

    312,314
    1,729
    41,371
    900
    24,270
    830
    443,686

    589
    (35)

    (1,108)
    1

    Total liabilities and equity


    Consolidated Statement of Income
    Net income
    Basic earnings per share (in dollars)
    Diluted earnings per share (in dollars)
    (1)
    (2)

    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.

    Change in classification of First Preferred Shares Series AZ


    During the quarter, we changed the classification of First Preferred Shares Series AZ from liabilities to equity. First Preferred Shares
    Series AZ are now included in Preferred Shares within Equity on our Balance Sheets. Comparative amounts conform with the
    presentation adopted in the current quarter.
    Future changes in accounting policy and disclosure
    We are currently assessing the impact of adopting the following standards on our consolidated financial statements:
    IFRS 15 Revenue from Contracts with Customers (IFRS 15)
    In May 2014, the IASB issued IFRS 15 which establishes principles for reporting about the nature, amount, timing and uncertainty of
    revenue and cash flows arising from an entitys contracts with customers. The standard provides a single, principles based five-step
    model for revenue recognition to be applied to all contracts with customers. IFRS 15 will be effective for us on November 1, 2017.
    IFRS 9 Financial Instruments
    In July 2014, the IASB issued the complete version of IFRS 9, first issued in November 2009, which brings together the classification
    and measurement, impairment and hedge accounting phases of the IASBs project to replace IAS 39.
    IFRS 9 introduces a principles-based approach to the classification of financial assets based on an entitys business model and
    the nature of the cash flows of the asset. All financial assets, including hybrid contracts, are measured as at FVTPL, fair value through
    other comprehensive income (FVTOCI) or amortized cost. For financial liabilities, IFRS 9 includes the requirements for classification
    and measurement previously included in IAS 39.
    IFRS 9 also introduces an expected loss impairment model for all financial assets not as at FVTPL. The model has three stages:
    (1) on initial recognition, 12-month expected credit losses are recognized in profit or loss and a loss allowance is established; (2) if
    credit risk increases significantly and the resulting credit risk is not considered to be low, full lifetime expected credit losses are
    recognized; and (3) when a financial asset is considered credit-impaired, interest revenue is calculated based on the carrying amount
    of the asset, net of the loss allowance, rather than its gross carrying amount.
    Finally, IFRS 9 introduces a new hedge accounting model that aligns the accounting for hedge relationships more closely with an
    entitys risk management activities.
    We adopted the own credit provisions of IFRS 9 in the second quarter of this year. The remaining sections of IFRS 9 will be
    effective for us no later than November 1, 2018.
    Note 3 Fair value of financial instruments

    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.

    Royal Bank of Canada

    Third Quarter 2014

    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

    (Millions of Canadian dollars)

    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
    $

    Business and government (1)

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)


    As at April 30, 2014
    Carrying value and fair value

    (Millions of Canadian dollars)

    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

    As at October 31, 2013


    Carrying value and fair value

    (Millions of Canadian dollars)

    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)

    Royal Bank of Canada

    Third Quarter 2014

    63

    As at July 31, 2013


    Carrying value and fair value

    (Millions of Canadian dollars)

    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
    $

    Business and government (1), (3)

    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

    Total fair value

    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

    (Millions of Canadian dollars)

    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

    Changes in fair value


    for the nine months ended
    attributable to changes
    in credit risk included in
    other comprehensive income
    for positions still held

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)

    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

    Fair value measurements using


    (Millions of Canadian dollars)
    Level 1
    Financial assets
    Interest bearing deposits with banks $

    Securities
    Trading
    Canadian government debt (1)
    Federal
    8,547
    Provincial and municipal

    U.S. state, municipal and


    4,932
    agencies debt (1)
    4,958
    Other OECD government debt (2)

    Mortgage-backed securities (1)


    Asset-backed securities

    CDOs (3)
    Non-CDO securities

    Corporate debt and other debt


    14
    Equities
    46,579
    65,030
    Available-for-sale (4)
    Canadian government debt (1)
    Federal
    313
    Provincial and municipal

    U.S. state, municipal and

    agencies debt (1)


    Other OECD government debt
    6,949

    Mortgage-backed securities (1)


    Asset-backed securities
    CDOs

    Non-CDO securities

    Corporate debt and other debt

    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

    Valuation adjustments (5)


    Total gross derivatives
    2,692
    Netting adjustments
    Total derivatives
    Other assets
    573
    $ 75,805
    Financial Liabilities
    Deposits
    Personal
    $

    Business and government

    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

    Valuation adjustments (5)


    Total gross derivatives
    2,467
    Netting adjustments
    Total derivatives
    Other liabilities

    Subordinated debentures

    $ 37,494

    Level 2

    1,195

    Level 3

    April 30, 2014

    Netting
    adjustments

    1,195 $

    Assets/
    liabilities
    at fair value

    1,195

    Total
    gross fair
    value

    Fair value measurements using


    Level 1

    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

    Royal Bank of Canada

    Third Quarter 2014

    65

    As at
    October 31, 2013
    Total
    gross fair
    value

    Fair value measurements using


    (Millions of Canadian dollars)

    Level 1

    Financial assets
    Interest bearing deposits with banks $

    Securities
    Trading
    Canadian government debt (1)
    Federal
    11,978
    Provincial and municipal

    U.S. state, municipal and


    agencies debt (1)
    5,480
    2,815
    Other OECD government debt (2)

    Mortgage-backed securities (1)


    Asset-backed securities

    CDOs (3)
    Non-CDO securities

    Corporate debt and other debt

    Equities
    41,874
    62,147
    Available-for-sale (4)
    Canadian government debt (1)
    Federal
    153
    Provincial and municipal

    U.S. state, municipal and


    agencies debt (1)
    26
    Other OECD government debt
    5,463

    Mortgage-backed securities (1)


    Asset-backed securities
    CDOs

    Non-CDO securities

    Corporate debt and other debt

    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
    $

    Business and government

    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

    July 31, 2013


    Netting
    adjustments

    Assets/
    liabilities
    at fair value

    2,424

    Total
    gross fair
    value

    Fair value measurements using


    Level 1

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)

    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

    Reporting line in the fair value


    hierarchy table

    Non-derivative financial instruments


    Asset-backed securities
    Asset-backed securities
    Obligations related to securities sold short

    Assets

    Liabilities

    459
    $

    Corporate debt and other debt


    Loans
    Obligations related to securities sold short
    Government debt and
    municipal bonds

    U.S. state, municipal and agencies debt


    Other OECD government debt
    Corporate debt and other debt

    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

    Discounted cash flows

    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.

    Discounted cash flows


    Option pricing model

    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

    Private equities, hedge fund


    investments and related Equities
    Derivative-related assets
    equity derivatives
    Derivative-related liabilities

    1,209
    10

    Derivative financial instruments


    Interest rate derivatives and
    Derivative-related assets
    interest-rate-linked
    structured notes (8)
    Deposits
    Derivative-related liabilities

    379

    495

    743

    Derivative-related assets
    Deposits
    Derivative-related liabilities

    345

    Mortgage-backed securities
    Derivative-related assets
    Derivative-related liabilities
    Other Liabilities

    21
    119

    Discounted cash flows


    Option pricing model
    444
    434

    Other (9)

    Total

    Discounted cash flows

    12

    Bank funding and deposits

    Equity derivatives and


    equity-linked structured
    notes (8)

    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

    Auction rate securities


    U.S. state, municipal and agencies debt
    Asset-backed securities

    Valuation
    techniques

    209
    (2)
    $ 7,037

    $ 2,515

    Royal Bank of Canada

    Third Quarter 2014

    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

    Reporting line in the fair value


    hierarchy table

    Non-derivative financial instruments


    Asset-backed securities
    Asset-backed securities
    Obligations related to securities sold short

    Assets

    Liabilities

    548
    $

    Corporate debt
    Corporate debt and other debt
    Loans
    Obligations related to securities sold short
    Government debt and
    municipal bonds

    U.S. state, municipal and agencies debt


    Other OECD government debt
    Corporate debt and other debt

    327
    464

    Bank funding and deposits


    Deposits
    Subordinated debentures

    $ 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%

    Discounted cash flows

    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.

    Discounted cash flows


    Option pricing model

    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

    Private equities, hedge fund


    investments and related Equities
    Derivative-related assets
    equity derivatives
    Derivative-related liabilities

    1,321

    Derivative financial instruments


    Interest rate derivatives and
    interest-rate-linked
    Derivative-related assets
    structured notes (8)
    Deposits
    Derivative-related liabilities

    245

    Equity derivatives and


    equity-linked structured
    notes (8)

    72.22
    0.74%
    2.00%
    1.00%
    15.00%
    30.00%

    Weighted average /
    Inputs distribution (5)

    Discounted cash flows

    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

    Auction rate securities


    U.S. state, municipal and agencies debt
    Asset-backed securities

    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

    Discounted cash flows


    Option pricing model
    526
    514

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)

    Sensitivity to unobservable inputs and interrelationships between unobservable inputs


    Yield, credit spreads/discount margins
    A financial instruments yield is the interest rate used to discount future cash flows in a valuation model. An increase in the yield, in
    isolation, would result in a decrease in a fair value measurement and vice versa. A credit spread/discount margin is the difference
    between a debt instruments yield and a benchmark instruments yield. Benchmark instruments have high credit quality ratings,
    similar maturities and are often government bonds. The credit spread/discount margin therefore represents the discount rate used to
    present value future cash flows of an asset to reflect the market return required for uncertainty in the estimated cash flows. The credit
    spread or discount margin for an instrument forms part of the yield used in a discounted cash flow calculation. Generally, an increase
    in the credit spread or discount margin will result in a decrease in fair value, and vice versa.
    Funding spread
    Funding spreads are credit spreads specific to our funding or deposit rates. A decrease in funding spreads, on its own, will increase
    fair value of our liabilities, and vice versa.
    Default rates
    A default rate is the rate at which borrowers fail to make scheduled loan payments. A decreasing default rate will typically increase the
    fair value of the loan, and vice versa. This effect will be significantly more pronounced for a non-government guaranteed loan than a
    government guaranteed loan.
    Prepayment rates
    A prepayment rate is the rate at which a loan will be repaid in advance of its expected amortization schedule. Prepayments change
    the future cash flows of a loan. An increase in the prepayment rate in isolation will result in an increase in fair value when the loan
    interest rate is lower than the then current reinvestment rate, and a decrease in the prepayment rate in isolation will result in a
    decrease in fair value when the loan interest rate is lower than the then current reinvestment rate. Prepayment rates are generally
    negatively correlated with interest rates.
    Recovery and loss severity rates
    A recovery rate is an estimation of the amount that can be collected in a loan default scenario. The recovery rate is the percentage of
    the recovered amount divided by the loan balance due. The inverse concept of recovery is loss severity. Loss severity is an estimation
    of the loan amount not collected when a loan defaults. The loss severity rate is the percentage of the loss amount divided by the loan
    balance due. Generally, an increase in the recovery rate or a decrease in the loss severity rate will increase the loan fair value, and
    vice versa.
    Capitalization rates
    A capitalization rate is a rate of return on a real estate property investment calculated by dividing a propertys income by the
    propertys value. A lower capitalization rate increases the property value, and vice versa.
    Volatility rates
    Volatility measures the potential variability of future prices and is often measured as the standard deviation of price movements.
    Volatility is an input to option pricing models used to value derivatives and issued structured notes. Volatility is used in valuing
    equity, interest rate, commodity and foreign exchange options. A higher volatility rate means that the underlying price or rate
    movements are more likely to occur. Higher volatility rates may increase or decrease an options fair value depending on the options
    terms. The determination of volatility rates is dependent on various factors, including but not limited to, the underlyings market price,
    the strike price and maturity.
    Dividend yields
    A dividend yield is the underlying equitys expected dividends expressed as an annual percentage of its price. Dividend yield is used
    as an input for forward equity price and option models. Higher dividend yields will decrease the forward price, and vice versa. A higher
    dividend yield will increase or decrease an options value, depending on the options terms.
    Correlation rates
    Correlation is the linear relationship between the movements in two different variables. Correlation is an input to the valuation of
    derivative contracts and issued structured notes when an instruments payout is determined by correlated variables. When variables
    are positively correlated, an increase in one variable will result in an increase in the other variable. When variables are negatively
    correlated, an increase in one variable will result in a decrease in the other variable. The referenced variables can be within a single
    asset class or market (equity, interest rate, commodities, credit and foreign exchange) or between variables in different asset classes
    (equity to foreign exchange, or interest rate to foreign exchange, etc.). Changes in correlation will either increase or decrease a
    financial instruments fair value depending on the terms of its contractual payout.
    Interest rates
    An interest rate is the percentage amount charged on a principal or notional amount. Increasing interest rates will decrease the
    discounted cash flow value of a financial instrument, and vice versa.
    Consumer Price Index swap rates
    A Consumer Price Index (CPI) swap rate is expressed as a percentage of an increase in the average price of a basket of consumer
    goods and services, such as transportation, food and medical care. An increase in the CPI swap rate will cause inflation swap
    payments to be larger, and vice versa.

    Royal Bank of Canada

    Third Quarter 2014

    69

    EV/EBITDA multiples, P/E multiples, EV/Rev multiples, and liquidity discounts


    Private equity valuation inputs include EV/EBITDA multiples, P/E multiples and EV/Rev multiples. These are used to calculate either
    enterprise value or share value of a company based on a multiple of earnings or revenue estimates. Higher multiples equate to higher
    fair values for all multiple types, and vice versa. A liquidity discount may be applied when few or no transactions exist to support the
    valuations.
    Interrelationships between unobservable inputs
    Unobservable inputs of Auction Rate Securities (ARS), including the above discount margin, default rate, prepayment rate, recovery
    and loss severity rates, may not be independent of each other. The discount margin of ARS can be affected by a change in default rate,
    prepayment rate, or recovery and loss severity rates. Discount margins will generally decrease when default rates decline or when
    recovery rates increase. Prepayments may cause fair value to either increase or decrease.
    Changes in fair value measurement for instruments measured on a recurring basis and categorized in Level 3
    The following tables present the changes in fair value measurements on a recurring basis for instruments included in Level 3 of the
    fair value hierarchy.
    For the three months ended July 31, 2014

    Fair value
    May 1,
    2014

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)


    For the three months ended April 30, 2014

    (Millions of Canadian dollars)

    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)

    Royal Bank of Canada

    Third Quarter 2014

    71

    For the three months ended July 31, 2013

    Fair value
    May 1,
    2013

    (Millions of Canadian dollars)

    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) $

    (97) $ (2,156) $ 1,528


    (59)
    (638)
    94

    (3)
    (1)
    $

    $ 2,211

    (5)

    (160) $ (2,788) $ 1,617

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)


    For the nine months ended July 31, 2014

    (Millions of Canadian dollars)

    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)

    Royal Bank of Canada

    Third Quarter 2014

    73

    For the nine months ended July 31, 2013

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)

    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

    For the nine months ended


    April 30, 2014

    Liabilities

    Total

    Assets

    July 31, 2014

    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

    For the nine months ended


    April 30, 2014

    Liabilities

    Total

    Assets

    Liabilities

    July 31, 2014


    Total

    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.

    Royal Bank of Canada

    Third Quarter 2014

    75

    As at
    July 31, 2014

    (Millions of Canadian dollars)

    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

    April 30, 2014

    Level 3 fair value

    Positive fair value


    movement from
    using reasonably
    possible
    alternatives

    Negative fair value


    movement from
    using reasonably
    possible
    alternatives

    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)

    Negative fair value


    movement from
    using reasonably
    possible
    alternatives

    (74)

    (17)
    (10)
    (20)
    (9)
    (22)

    10
    38

    (14)
    $

    2
    11
    4

    Level 3 fair value

    Positive fair value


    movement from
    using reasonably
    possible
    alternatives

    (3)
    $

    (108)

    As at
    October 31, 2013

    (Millions of Canadian dollars)

    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

    July 31, 2013

    Level 3 fair value

    Positive fair value


    movement from
    using reasonably
    possible
    alternatives

    Negative fair value


    movement from
    using reasonably
    possible
    alternatives

    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)

    Negative fair value


    movement from
    using reasonably
    possible
    alternatives

    (64)
    (16)
    (10)
    (20)
    (3)
    (85)

    60
    77

    (128)
    $

    1
    3
    42

    Level 3 fair value

    Positive fair value


    movement from
    using reasonably
    possible
    alternatives

    (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

    Royal Bank of Canada

    Third Quarter 2014

    Note 3 Fair value of financial instruments (continued)

    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

    Private equities, hedge fund investments and


    related equity derivatives
    Interest rate derivatives

    Equity derivatives

    Bank funding and deposits


    Structured notes

    Municipal guaranteed investment certificates

    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

    Unrealized gains and losses on available-for-sale securities (1), (2)


    As at
    July 31, 2014

    (Millions of Canadian dollars)

    Canadian government debt


    Federal
    Provincial and municipal
    U.S. state, municipal and agencies debt (3)
    Other OECD government debt
    Mortgage-backed securities
    Asset-backed securities
    CDOs
    Non-CDO securities
    Corporate debt and other debt
    Equities
    Loan substitute securities

    Cost/
    Gross
    Gross
    Amortized unrealized unrealized
    cost
    gains
    losses

    April 30, 2014


    Fair
    value

    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

    Royal Bank of Canada

    Third Quarter 2014

    77

    As at
    October 31, 2013

    (Millions of Canadian dollars)

    Canadian government debt


    Federal
    Provincial and municipal
    U.S. state, municipal and agencies debt (3)
    Other OECD government debt
    Mortgage-backed securities
    Asset-backed securities
    CDOs
    Non-CDO securities
    Corporate debt and other debt
    Equities
    Loan substitute securities
    (1)
    (2)

    (3)

    July 31, 2013

    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

    (Millions of Canadian dollars)

    Realized gains
    Realized losses
    Impairment losses
    (1)

    For the nine months ended

    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.

    Net gain (loss) on available-for-sale securities


    During the three months ended July 31, 2014, $36 million of net gains were recognized in Non-interest income as compared to
    $71 million in the prior quarter and $27 million in the prior year. The current period reflects net realized gains of $38 million mainly
    comprised of distributions from and gains on sale of certain Equities. Partially offsetting the net realized gains are $2 million of
    impairment losses on certain Equities.
    For the nine months ended July 31, 2014, $130 million of net gains were recognized in Non-interest income as compared to
    $137 million in the prior year. The current period reflects net realized gain of $147 million mainly comprised of distributions from and
    gains on sale of certain Equities, redemption and restructuring of certain Asset-backed securities, and sale of certain Canadian
    government debt. Partially offsetting the net realized gains are $17 million of impairment losses on certain Equities.

    78

    Royal Bank of Canada

    Third Quarter 2014

    Note 5 Allowance for credit losses and impaired loans

    Allowance for credit losses


    For the three months ended July 31, 2014

    (Millions of Canadian dollars)

    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

    For the three months ended April 30, 2014

    (Millions of Canadian dollars)

    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

    For the three months ended July 31, 2013

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada

    Third Quarter 2014

    79

    For the nine months ended July 31, 2014

    (Millions of Canadian dollars)

    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

    Allowance for off-balance sheet and other items (2)


    Total allowance for credit losses

    31
    341
    265
    33

    Write-offs

    Unwind of
    discount

    2,050

    240
    1,810

    819

    97
    722

    Total allowance for credit losses

    2,050

    819

    (Millions of Canadian dollars)

    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

    For the nine months ended July 31, 2013

    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

    Allowance for off-balance sheet and other items (2)


    Total allowance for credit losses

    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

    Bank refers primarily to regulated deposit-taking institutions and securities firms.


    The allowance for off-balance sheet and other items is reported separately in Other liabilities.

    Loans past due but not impaired


    As at
    July 31, 2014

    April 30, 2014

    (Millions of Canadian dollars)

    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

    July 31, 2013

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 5 Allowance for credit losses and impaired loans (continued)

    Gross carrying value of loans individually determined to be impaired (1)


    As at
    (Millions of Canadian dollars)

    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.

    Note 6 Derivative financial instruments and hedging activities

    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

    April 30, 2014

    Designated as hedging instruments in


    hedging relationships

    (Millions of Canadian dollars)

    Assets
    Derivative instruments
    Liabilities
    Derivative instruments
    Non-derivative instruments

    Cash flow
    hedges

    Fair value
    hedges

    478

    $ 1,419

    459

    284

    Designated as hedging instruments in


    hedging relationships

    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

    July 31, 2013

    Designated as hedging instruments in


    hedging relationships

    (Millions of Canadian dollars)

    Assets
    Derivative instruments
    Liabilities
    Derivative instruments
    Non-derivative instruments

    Cash flow
    hedges

    Fair value
    hedges

    555

    $ 1,461

    460

    376

    Designated as hedging instruments in


    hedging relationships

    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

    (Millions of Canadian dollars)

    Net gains
    (losses)
    included in
    Non-interest
    income

    Fair value hedges


    Gains (losses) on hedging instruments $
    (Losses) gains on hedged items
    attributable to the hedged risk
    Ineffective portion
    Cash flow hedges
    Ineffective portion
    Effective portion
    Reclassified to income during the
    period (1)
    Net investment hedges
    Ineffective portion
    Foreign currency (losses) gains
    Gains (losses) from hedges
    $

    56

    April 30, 2014

    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)

    July 31, 2013

    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

    Royal Bank of Canada

    Third Quarter 2014

    81

    For the nine months ended


    July 31, 2014
    Net gains
    (losses)
    included in
    Non-interest
    income

    (Millions of Canadian dollars)

    Fair value hedges


    Gains (losses) on hedging instruments
    (Losses) gains on hedged items attributable to the hedged risk
    Ineffective portion
    Cash flow hedges
    Ineffective portion
    Effective portion
    Reclassified to income during the period (1)
    Net investment hedges
    Ineffective portion
    Foreign currency gains (losses)
    (Losses) gains from hedges

    57
    (147)
    (90)

    $
    (1)
    n.a.

    July 31, 2013


    After-tax
    unrealized
    gains
    (losses)
    included
    in OCI

    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

    Fair value of derivative instruments by term to maturity


    As at
    July 31, 2014
    (Millions of Canadian dollars)

    Derivative assets
    Derivative liabilities

    April 30, 2014

    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

    July 31, 2013

    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

    Personal & Commercial Banking


    On June 27, 2014, we completed the sale of RBC Royal Bank (Jamaica) Limited and RBTT Securities Jamaica Limited (collectively, RBC
    Jamaica) to Sagicor Group Jamaica Limited, as previously announced on January 29, 2014. As a result of the transaction, we recorded
    a total loss on disposal of $100 million (before and after-tax), including a loss of $60 million in the first quarter and $40 million in the
    third quarter including foreign currency translation losses reclassified from Other components of equity. The loss on disposal has
    been included in Non-Interest expense Other.

    82

    Royal Bank of Canada

    Third Quarter 2014

    Note 8 Deposits

    The following table details our deposit liabilities:


    As at
    July 31, 2014
    (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

    April 30, 2014

    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)

    July 31, 2013

    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

    (Millions of Canadian dollars)

    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

    Royal Bank of Canada

    Third Quarter 2014

    83

    Note 9 Employee benefits Pension and other post-employment benefits

    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)

    Current service costs


    Past service costs
    Net interest expense
    Remeasurements of other long term benefits
    Administrative expenses

    Defined benefit pension expense


    Defined contribution pension expense

    Other post-employment plans

    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

    For the nine months ended


    Pension plans
    (Millions of Canadian dollars)

    Other post-employment plans

    July 31

    July 31

    July 31

    July 31

    2014

    2013

    2014

    2013

    Current service costs


    Past service costs
    Net interest expense
    Remeasurements of other long term benefits
    Administrative expenses

    236
    5
    11

    223

    23

    23

    60
    6

    21

    54

    Defined benefit pension expense


    Defined contribution pension expense

    261
    103

    254
    90

    89

    75

    364

    344

    89

    75

    Remeasurements of employee benefit plans (1)


    For the three months ended
    Pension plans
    (Millions of Canadian dollars)

    Actuarial (gains) losses:


    Changes in financial assumptions
    Return on plan assets (excluding interest based on discount rate)

    Other post-employment plans

    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)

    For the nine months ended


    Pension plans
    (Millions of Canadian dollars)

    Actuarial (gains) losses:


    Changes in financial assumptions
    Return on plan assets (excluding interest based on discount rate)
    (1)

    Other post-employment plans

    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.

    Note 10 Significant capital and funding transactions

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 10 Significant capital and funding transactions (continued)

    Trust capital securities


    On December 31, 2013, RBC Capital Trust II, an open-end unit trust established by RBC, redeemed all $900 million principal amount
    of Trust Capital Securities Series 2013 for cash at a redemption price of $1,000 per unit.
    Preferred shares
    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. For the initial five year period to the earliest redemption date of August 24, 2019, the shares pay quarterly cash
    dividends, if declared, at a rate of 3.90% per annum. The dividend rate will reset on the earliest redemption date and every fifth year
    thereafter at a rate equal to the 5-year Government of Canada bond yield plus a premium of 2.26%. Holders have the option to convert
    their shares into Non-Cumulative Floating Rate First Preferred Shares, Series BC, subject to certain conditions, on the earliest
    redemption date and every fifth year thereafter at a rate equal to the 3-month Government of Canada Treasury Bill yield plus 2.26%.
    Subject to the consent of OSFI and the requirements of the Bank Act (Canada), we may redeem the shares in whole or in part for cash
    at a price per share of $25 on the earliest redemption date and every fifth year thereafter. The shares include NVCC provisions,
    necessary for the shares to qualify as Tier 1 regulatory capital under Basel III.
    On February 24, 2014, we issued 2.4 million Non-Cumulative Floating Rate First Preferred Shares, Series AK, totaling $61 million
    through a holder option, one-for-one conversion of some of our Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series AJ.
    Also on February 24, 2014, we redeemed all issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares,
    Series AN (9 million shares), Series AP (11 million shares), and Series AR (14 million shares) for cash at a redemption price of $25 per
    share.
    On January 30, 2014, we issued 20 million Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series AZ for gross proceeds
    of $500 million. For the initial five year period to the earliest redemption date of May 24, 2019, the shares pay quarterly cash
    dividends, if declared, at a rate of 4.00% per annum. The dividend rate will reset on the earliest redemption date and every fifth year
    thereafter at a rate equal to the 5-year Government of Canada bond yield plus a premium of 2.21%. Holders have the option to convert
    their shares into Non-cumulative Floating Rate First Preferred Shares, Series BA, subject to certain conditions, on the earliest
    redemption date and every fifth year thereafter at a rate equal to the 3-month Government of Canada Treasury Bill yield plus 2.21%.
    Subject to the consent of OSFI and the requirements of the Bank Act (Canada), we may redeem the shares in whole or in part for cash
    at a price per share of $25 on the earliest redemption date and every fifth year thereafter. The shares include NVCC provisions,
    necessary for the shares to qualify as Tier 1 regulatory capital under Basel III.
    Common shares issued (1)
    For the three months ended
    July 31, 2014

    (Millions of Canadian dollars, except number of shares)

    Stock options exercised (2)


    Purchased for cancellation (3)

    Number of
    shares
    (thousands)

    Amount

    April 30, 2014


    Number of
    shares
    (thousands)

    352
    (165)

    $ 19
    (2)

    535
    (1,381)

    187

    $ 17

    (846)

    Amount

    July 31, 2013


    Number of
    shares
    (thousands)

    Amount

    $ 30
    (14)

    492
    (4,686)

    $ 25
    (46)

    $ 16

    (4,194)

    $ (21)

    For the nine months ended


    July 31, 2014

    (Millions of Canadian dollars, except number of shares)

    Stock options exercised (2)


    Purchased for cancellation (3)

    Number of
    shares
    (thousands)

    2,026
    (1,546)
    480

    (1)
    (2)
    (3)

    Amount

    July 31, 2013


    Number of
    shares
    (thousands)

    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.

    Royal Bank of Canada

    Third Quarter 2014

    85

    Note 11 Earnings per share


    For the three months ended

    (Millions of Canadian dollars, except share and per share amounts)

    Basic earnings per share


    Net Income
    Dividends on preferred shares
    Net income attributable to non-controlling interest
    Net income available to common shareholders
    Weighted average number of common shares (in thousands)
    Basic earnings per share (in dollars)
    Diluted earnings per share
    Net income available to common shareholders
    Dilutive impact of exchangeable shares
    Net income available to common shareholders including dilutive
    impact of exchangeable shares
    Weighted average number of common shares (in thousands)
    Stock options (1)
    Issuable under other share-based compensation plans
    Exchangeable shares (2)
    Average number of diluted common shares (in thousands)
    Diluted earnings per share (in dollars)
    (1)

    (2)

    For the nine months ended

    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

    Royal Bank of Canada

    Third Quarter 2014

    Note 13 Results by business segment


    For the three months ended July 31, 2014
    Personal &
    Commercial
    Banking

    (Millions of Canadian dollars)

    Net interest income (1), (2)


    Non-interest income

    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

    Net income (loss) before income taxes


    Income taxes (recoveries)

    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

    For the three months ended April 30, 2014


    Personal &
    Commercial
    Banking

    (Millions of Canadian dollars)

    Net interest income (1), (2)


    Non-interest income

    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

    Net income (loss) before income taxes


    Income taxes (recoveries)

    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

    For the three months ended July 31, 2013


    Personal &
    Commercial
    Banking

    (Millions of Canadian dollars)

    Net interest income (1), (2)


    Non-interest income

    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

    Net income (loss) before income taxes


    Income taxes (recoveries)

    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

    Royal Bank of Canada

    Third Quarter 2014

    87

    For the nine months ended July 31, 2014


    Personal &
    Commercial
    Banking

    (Millions of Canadian dollars)

    Net interest income (1), (2)


    Non-interest income

    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

    For the nine months ended July 31, 2013


    Personal &
    Commercial
    Banking

    (Millions of Canadian dollars)

    Net interest income (1), (2)


    Non-interest income

    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

    Net income (loss) before income taxes


    Income taxes (recoveries)

    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)

    Inter-segment revenue and share of profits in associates are not material.


    Interest revenue is reported net of interest expense as management relies primarily on net interest income as a performance measure.
    Taxable equivalent basis (Teb). The Teb adjustment for the three months ended July 31, 2014 was $174 million (April 30, 2014 $122 million; July 31, 2013 $95 million). The Teb adjustment for
    the nine months ended July 31, 2014 was $391 million (July 31, 2013 $286 million).
    During the second quarter of 2013, RBC Investor Services incurred a restructuring provision of $44 million. The majority of the provision was incurred for severance related to our European
    operations.

    88

    Royal Bank of Canada

    Third Quarter 2014

    Note 14 Capital management

    Regulatory capital and capital ratios


    OSFI formally establishes risk-based capital targets for deposit-taking institutions in Canada. During the third quarter of 2014, we
    have complied with all capital requirements imposed by OSFI.
    As at

    (Millions of Canadian dollars, except percentage and multiple amounts)

    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.

    Note 15 Subsequent events

    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.

    Royal Bank of Canada

    Third Quarter 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.

    Stock exchange listings


    (Symbol: RY)
    Common shares are listed on:
    Canada Toronto Stock
    Exchange (TSX)
    U.S. New York Stock Exchange
    (NYSE)
    Switzerland Swiss Exchange
    (SIX)
    All preferred shares are listed on
    the TSX.
    Valuation day price
    For capital gains purposes, the
    Valuation Day (December 22,
    1971) cost base for our common
    shares is $7.38 per share. This
    amount has been adjusted to
    reflect the two-for-one share split
    of March 1981 and the two-for- one
    share split of February 1990. The
    one-for-one share dividends paid
    in October 2000 and April 2006 did
    not affect the Valuation Day value
    for our common shares.
    Shareholder contacts
    For dividend information, change
    in share registration or address,
    lost stock certificates, tax forms,
    estate transfers or dividend
    reinvestment, please contact:
    Computershare Trust Company of
    Canada
    100 University Avenue, 8th Floor
    Toronto, Ontario M5J 2Y1
    Canada
    Tel: 1-866-586-7635 (Canada and
    the U.S.) or 514-982-7555
    (International)
    Fax: 1-888-453-0330 (Canada and
    the U.S.) or 416-263-9394
    (International)
    email: service@computershare.com

    Financial analysts, portfolio


    managers, institutional
    investors
    For financial information
    inquiries, please contact:
    Investor Relations
    Royal Bank of Canada
    200 Bay Street
    4th Floor, North Tower
    Toronto, Ontario M5J 2W7
    Canada
    Tel: 416-955-7802
    Fax: 416-955-7800
    or visit our website at
    rbc.com/investorrelations
    Direct deposit service
    Shareholders in Canada and
    the U.S. may have their RBC
    common share dividends
    deposited directly to their bank
    account by electronic funds
    transfer. To arrange for this
    service, please contact our
    Transfer Agent and Registrar,
    Computershare Trust Company
    of Canada.
    Eligible dividend designation
    For purposes of the enhanced
    dividend tax credit rules
    contained in the Income Tax Act
    (Canada) and any
    corresponding provincial and
    territorial tax legislation, all
    dividends (and deemed
    dividends) paid by us to
    Canadian residents on our
    common and preferred shares
    after December 31, 2005, are
    designated as eligible
    dividends.

    Unless stated otherwise,


    all dividends (and deemed
    dividends) paid by us hereafter are
    designated as eligible dividends
    for the purposes of such rules.
    Common share repurchases
    We are engaged in a Normal
    Course Issuer Bid (NCIB). During
    the one-year period commencing
    November 1, 2013, we may
    repurchase for cancellation, up to
    30 million common shares in the
    open market at market prices. We
    determine the amount and timing
    of the purchases under the NCIB,
    subject to prior consultation with
    the Office of the Superintendent of
    Financial Institutions Canada
    (OSFI).
    A copy of our Notice of Intention to
    file a NCIB may be obtained,
    without charge, by contacting our
    Corporate Secretary at our Toronto
    mailing address.
    2014 Quarterly earnings release
    dates
    First quarter
    February 26
    Second quarter
    May 22
    Third quarter
    August 22
    Fourth quarter
    December 3
    2015 Annual Meeting
    The Annual Meeting of Common
    Shareholders will be held on
    Friday, April 10, 2015 in Toronto,
    Ontario.

    2014 dividend dates


    Subject to approval by the Board of Directors
    For other shareholder inquiries,
    please contact:
    Shareholder Relations
    Royal Bank of Canada
    200 Bay Street
    9th Floor, South Tower
    Toronto, Ontario M5J 2J5
    Canada
    Tel: 416-955-7806
    Fax: 416-974-3535

    (1)
    (2)

    Ex-dividend Record
    dates
    dates

    Payment
    dates

    Common and preferred shares


    series W, AA, AB, AC, AD, AE,
    AF, AG, AJ, AL, AT (1), AV (1) and
    AX

    January 23
    April 22
    July 22
    October 23

    February 24
    May 23
    August 22
    November 24

    Preferred shares series AK


    and AZ

    April 22
    April 24
    May 23
    July 22
    July 24
    August 22
    October 23 October 27 November 24

    Preferred shares series AN, AP


    and AR (2)

    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

    This publication is available on the BIS website (www.bis.org).

    Bank for International Settlements 2014. All rights reserved. Brief excerpts may be reproduced or
    translated provided the source is stated.

    ISBN 92-9131- 978-92-9131-543-7 (print)


    ISBN 92-9197- 978-92-9131-544-4 (online)

    Contents
    Preface ................................................................................................................................................................................................ 2
    Executive summary ........................................................................................................................................................................... 4
    Response from OSFI ......................................................................................................................................................................... 6
    1.

    Assessment context and main findings ................................................................................................................. 7


    1.1 Context ................................................................................................................................................................................ 7
    1.2 Scope of the assessment ........................................................................................................................................... 10
    1.3 Assessment grading and methodology ............................................................................................................... 11
    1.4 Main findings .................................................................................................................................................................. 12

    Detailed assessment findings................................................................................................................................... 19


    2.1 Pillar 1: Minimum capital requirements ............................................................................................................... 19
    2.1.1

    Definition of capital ................................................................................................................................... 19

    2.1.2

    Capital conservation buffer .................................................................................................................... 20

    2.1.3

    Credit risk: Standardised Approach..................................................................................................... 20

    2.1.4

    Credit risk: Internal Ratings-Based Approach ................................................................................. 21

    2.1.5

    Counterparty Credit Risk Framework.................................................................................................. 22

    2.2 Pillar 2 ................................................................................................................................................................................ 22


    2.3 Pillar 3 ................................................................................................................................................................................ 23
    2.4 List of observations and other findings ............................................................................................................... 24
    Annexes .............................................................................................................................................................................................. 30
    Annex 1: RCAP Assessment Team and Review Team .............................................................................................. 30
    Annex 2: Implementation of the Basel framework as of cut-off date ............................................................... 31
    Annex 3: List of capital standards under the Basel framework used for the assessment.......................... 33
    Annex 4: Local regulations issued by OSFI for implementing Basel capital standards .............................. 34
    Annex 5: Details of the RCAP assessment process ................................................................................................... 35
    Annex 6: List of items rectified by OSFI during the RCAP assessment ............................................................. 36
    Annex 7: Assessment of the binding nature of regulatory instruments issued by OSFI ........................... 44
    Annex 8: Key financial indicators of the Canadian banking system................................................................... 46
    Annex 9: Materiality assessment ...................................................................................................................................... 48
    Annex 10: Areas where OSFIs rules are stricter than the Basel minimum standards ................................. 49
    Annex 11: List of approaches not allowed by OSFIs regulatory framework .................................................. 51
    Annex 12: List of issues for follow-up RCAP assessments ..................................................................................... 52
    Annex 13: Areas for further guidance from the Basel Committee ..................................................................... 53
    Annex 14: OSFIs summary of its Pillar 2 supervisory review process ............................................................... 55
    Regulatory Consistency Assessment Programme Canada

    Glossary
    AIRB

    Advanced Internal Ratings-Based Approach (credit risk)

    AMA

    Advanced Measurement Approach (operational risk)

    AT1

    Additional Tier 1 (capital)

    BA

    Bank Act

    BCBS

    Basel Committee on Banking Supervision

    BCP

    Basel core principles for effective banking supervision

    BIS

    Bank for International Settlements

    Compliant (grade)

    CAD

    Canadian dollar

    CAR

    Capital adequacy ratio

    CAR Guideline

    Canadian Capital Adequacy Requirements Guideline

    CEM

    Current Exposure Method (counterparty credit risk)

    CET1

    Common Equity Tier 1

    CP

    Core Principle (Basel Core Principles)

    CVA

    Credit valuation adjustment

    D-SIB

    Domestic systemically important bank

    DTA

    Deferred tax assets

    FAQ

    Frequently asked question

    FSAP

    Financial Sector Assessment Program

    FIRB

    Foundation Internal Ratings-Based Approach (credit risk)

    FSSA

    Financial System Stability Assessment

    GDP

    Gross domestic product

    G-SIB

    Global systemically important bank

    ICAAP

    Internal Capital Adequacy Assessment Process

    IMA

    Internal Models Approach (market risk)

    IMM

    Internal Model Method (counterparty credit risk)

    IRB

    Internal Ratings-Based Approach (credit risk)

    IRC

    Incremental risk charge

    LC

    Largely compliant (grade)

    LGD

    Loss-given-default

    MNC

    Materially non-compliant (grade)

    N/A

    Not applicable

    NC

    Non-compliant (grade)

    NVCC

    Non-viability contingent capital (clause)

    OSFI

    Office of the Superintendent of Financial Institutions

    PLA

    (A going-concern) Principal Loss Absorption (feature)

    PON

    Point of non-viability

    RCAP

    Regulatory Consistency Assessment Programme

    RWA

    Risk-weighted asset

    SCVA

    Standardised CVA

    SIG

    Supervision and Implementation Group

    Regulatory Consistency Assessment Programme Canada

    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.

    Regulatory Consistency Assessment Programme Canada

    Shinn and the staff of OSFI for the professional and efficient cooperation extended to the team
    throughout the assessment.

    Regulatory Consistency Assessment Programme Canada

    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.

    Regulatory Consistency Assessment Programme Canada

    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.

    Regulatory Consistency Assessment Programme Canada

    Response from OSFI


    OSFI appreciates the detailed assessment conducted through this process. OSFI especially wants to
    thank the Assessment Team under the leadership of Mr Ong Chong Tee for their insights and
    professionalism throughout the process.
    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.
    We would like to comment on the deviation in the Definition of capital section regarding the
    treatment of preferred shares. In Canada we have had a long-standing preferred share market primarily
    focused on retail investors. In the wake of Basel III, OSFI requires that, for preferred shares to count
    towards Tier 1 capital, they must carry contractual PON triggers that would convert the instruments into
    common shares in the event that the Superintendent declares that the institution is at the point of nonviability. Plain-vanilla preferred shares (eg preferred shares without the contractual PON triggers) have
    been recognised as equity instruments for accounting purposes. The inclusion of the PON clause can
    potentially lead to preferred shares being classified as liabilities for accounting purposes even though in
    practice the PON clauses increase the loss-absorption capacity of preferred shares. For regulatory capital
    purposes, preferred shares have been clearly recognised as capable of absorbing losses on a going
    concern basis by the Basel Committee. As OSFI considers preferred shares to fundamentally represent
    equity claims on banks in economic terms, regardless of their accounting classification, we have not
    required these instruments to include the 5.125% regulatory capital trigger. OSFI also recognises the
    need to ensure that this treatment is not used as a lever to inappropriately liberalise the treatment of
    Additional Tier 1 (AT1) instruments in Canada. As a result, the hurdle for a financial instrument to qualify
    as AT1 in Canada has been set quite high. Specifically, only non-viability contingent convertible (NVCC)
    preferred shares and instruments that are classified as equity instruments for accounting purposes will
    be considered for AT1 recognition in Canada. In this regard, capital recognition will not be automatic;
    OSFI will continue to reserve the right to refuse any instrument that raises prudential concerns, even if it
    appears to meet the 14 principles for AT1 eligibility and has been classified by accountants as an equity
    instrument.
    The RCAP process has been helpful in identifying a number of cross-references and editorial
    adjustments in our domestic guidance that OSFI has used to clarify the alignment of our domestic
    guidance with the international standards.
    The RCAP assessment is a valuable tool that should continue to be used to promote
    consistency and transparency across jurisdictions. The Basel Committee standards when applied fairly
    contribute to the overall stability of the global financial system. OSFI supports the assessment
    programme and will continue to participate with our fellow members in achieving the programme goals.

    Regulatory Consistency Assessment Programme Canada

    1.

    Assessment context and main findings

    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.

    See Press release: Canadas domestic systemically important banks identified at


    www.osfi-bsif.gc.ca/Eng/fi-if/rg-ro/gdn-ort/adv-prv/Pages/DSIB_nr.aspx

    Regulatory Consistency Assessment Programme Canada

    Status of approval of the advanced approaches in the Basel


    framework
    Number of deposit taking institutions, end-October 2013
    Standardised Approach
    Credit risk
    Counterparty credit risk
    Market risk

    Thereof: Intent to move to


    advanced approach

    Advanced approach approved


    by OSFI

    D-SIBs: 0

    D-SIBs: N/A

    D-SIBs: 6 (all AIRB)

    Other banks: 62

    Other banks: 3 (AIRB)

    Other banks: 2 (1 FIRB, 1 AIRB)

    D-SIBs: 6 (CEM, SCVA)

    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.

    Regulatory system and model of supervision


    At the federal level, bank regulation is shared among three institutions, which cover about 95% of the
    assets in the banking system, including the six D-SIBs: (i) The prudential oversight of all federally
    incorporated banks, insurance companies, trust and loan companies, cooperative credit associations, and
    fraternal benefit societies in Canada rests with OSFI; (ii) the Bank of Canada assesses financial stability
    risk, and oversees systemic payment, clearing and settlement systems; (iii) the Department of Finance is
    responsible for the overall stability of the financial system at the federal government level and federal
    financial sector legislation, including the governing legislation that establishes the mandates and powers
    of the federal financial sector regulatory agencies.9 At the federal level, there are several forums that
    allow for effective cooperation and sharing of information. The remaining 5% of the assets are held by
    deposit-taking institutions that are provincially incorporated. None of these deposit-taking institutions
    are internationally active.
    OSFI was established under the Office of the Superintendent of Financial Institutions Act (OSFI
    Act) on 2 July 1987 to regulate and supervise financial institutions and private pension plans subject to
    federal oversight. It is a de facto independent,10 self-financing agency that reports to Parliament through
    the Minister of Finance. As such, OSFI is largely responsible for implementing Basel II, 2.5 and III in
    Canada.
    The previous assessment of OSFIs compliance with the Basel Committees Basel core principles
    for effective supervision (BCP) was conducted in 2013 as part of the IMF-World Bank Financial Sector
    Assessment Program (FSAP), the results of which were published in February 2014.11 That assessment

    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.

    See FSAP BCP assessment, Box 2 of the FSSA, available at www.imf.org/external/pubs/cat/longres.aspx?sk=41299.0

    10

    See FSAP BCP assessment, available at www.imf.org/external/pubs/cat/longres.aspx?sk=41299.0

    11

    See www.imf.org/external/pubs/cat/longres.aspx?sk=41407.0

    Regulatory Consistency Assessment Programme Canada

    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

    Structure of prudential regulations


    The relevant hierarchy of prudential rules through which OSFI implements the Basel framework in
    Canada consists of the following levels:
    (i)

    High-level prudential standards promulgated under the Bank Act (BA);13

    (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;

    Rulings: interpret provisions of the BA, regulations or guidelines in specific cases;

    Public letters: provide detailed guidance that would not be found in a formal guideline
    or advisory; and

    Discussion Papers: articulate OSFIs general policy direction in a specific area.

    These are supplemented by capital implementation notes to clarify OSFIs expectations on


    compliance with the technical provisions of the advanced approaches.

    Enforceability and binding nature of prudential regulations


    As a general principle, RCAP assessments only take into consideration binding regulatory documents
    that implement the Basel framework. This is to ensure that the Basel requirements are set out clearly and
    that a formal basis exists for supervisors and the industry to ensure compliance with the minimum
    requirements.
    As outlined by OSFI, its main prudential instrument, the CAR Guideline and other regulatory
    instruments are a means whereby OSFI is able to swiftly, explicitly, and outside the political process,
    articulate its supervisory expectations. The CAR Guideline explains how the requirements, including
    adequate prudential standards, of the BA should be met. While the regulatory instruments are not
    directly enforceable in law, 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, OSFI has sufficient tools to compel
    compliance.14

    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.

    Regulatory Consistency Assessment Programme Canada

    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 of the assessment

    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.

    Regulatory Consistency Assessment Programme Canada

    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.

    Overview of the Canadian


    banking sector

    Table 2
    31 October 2013
    (CAD billions)

    Percentage in terms of Canada GDP


    (Year to March 2013)

    Total assets of all banking institutions

    4,592

    251%

    Total assets of six internationally active D-SIBs

    4,295

    239%

    Market share of six D-SIBs

    93%

    Total assets of next largest bank/largest foreign


    bank subsidiary

    86

    5%

    Note: Not including off-balance sheet assets.


    Source: OSFI.

    1.3

    Assessment grading and methodology

    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).

    Regulatory Consistency Assessment Programme Canada

    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

    Regulatory Consistency Assessment Programme Canada

    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.

    Summary assessment grading

    Table 3

    Key components of the Basel capital framework

    Grade

    Overall grade:

    Scope of application

    Transitional arrangements

    Pillar 1: Minimum capital requirements


    Definition of capital

    LC

    Credit risk: Standardised Approach

    Credit risk: Internal Ratings-Based Approach

    Credit risk: Securitisation framework

    Counterparty credit risk framework

    Market risk: Standardised Measurement Method

    Market risk: Internal Models Approach

    Operational risk: Basic Indicator Approach and Standardised


    Approach

    Operational risk: Advanced Measurement Approaches

    C
    20

    Capital buffers (conservation and countercyclical)

    G-SIB additional loss absorbency requirements

    N/A

    Pillar 2: Supervisory review process


    Legal and regulatory framework for the Supervisory Review Process
    and for taking supervisory actions

    Pillar 3: Market discipline


    Disclosure requirements

    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).

    Regulatory Consistency Assessment Programme Canada

    13

    Main findings by component


    Scope of application
    The Basel standards on scope of application relate to requirements for consolidated banking groups and
    the sub-levels within a group that are required to apply the Basel framework. OSFIs implementation of
    the scope of application is compliant with the Basel framework.

    Definition of capital and transitional arrangements


    Transitional arrangements
    OSFIs implementation of the transitional arrangements is compliant with the Basel framework. OSFI
    expects all banking institutions to attain target capital ratios equal to or greater than the 2019 capital
    ratios from 2013. Specifically, the D-SIBs are required to meet so-called all-in capital targets of 7% for
    the CET1 ratio by the first quarter of 2013, 8.5% for the Tier 1 ratio and 10.5% for the Total Capital ratio
    by the first quarter of 2014. From 1 January 2016, the all-in capital target for CET1 ratio for the D-SIBs
    will be 8%. In addition, the transitional Basel III minimum capital ratios apply and have to be reported by
    the banks in parallel. OSFI also continues to apply the 90% transitional floor to Canadian banks using the
    Basel advanced approaches for credit risk and operational risk.
    Definition of capital
    A key element of Basel III was the set of changes made to the standards that define the eligible
    components of regulatory capital. Although the CAR Guideline implements these standards in most
    areas, the Assessment Team found the treatment of preferred shares and defined benefit pension fund
    assets to deviate from the Basel requirements (see below for details). Taking account of the materiality of
    these two issues, the implementation of the definition of capital standards is assessed to be largely
    compliant. In addition, the assessment identified two interpretative issues where the Basel III standards
    may benefit from further guidance from the Basel Committee, thus improving their consistent
    implementation across member jurisdictions.
    Preferred shares
    Additional Tier 1 (AT1) is the next highest-quality component of capital after Common Equity Tier 1.
    Basel III requires AT1 instruments that are accounted for as liabilities to have a going-concern principal
    loss absorption (PLA) feature. This feature must result in the instrument being automatically written off
    or converted to common shares when the banks CET1 ratio falls below 5.125% of RWAs. The CAR
    Guideline does not apply this requirement to preferred shares, even though they can be accounted for
    as liabilities.
    OSFI has explained the rationale for excluding preferred shares from the PLA feature. In
    particular, OSFI notes the following:
    x

    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

    Regulatory Consistency Assessment Programme Canada

    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

    Although the accounting treatment is subject to interpretation, it seems that an unforeseen


    consequence of adding a NVCC clause to preferred shares is that it can potentially result in
    them being classified as liabilities for accounting purposes. This classification is not expected to
    occur in some other jurisdictions that implement the PON requirements through a statutory
    approach, where preferred shares will continue to be accounted for as equity. On the
    accounting treatment, OSFI believes that the NVCC clause does not undermine or reduce the
    loss absorption capacity of the underlying instrument, and thus the differences in the
    accounting treatment should not impact the inclusion of preferred shares without the PLA
    feature in AT1.

    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.

    The second is whether there is a common understanding of the requirement to deduct


    Deferred Tax Assets (DTA) that rely on the future profitability of the bank to be realised.
    Both issues are outlined in Annex 13.

    Capital buffers (conservation and countercyclical)


    Basel III established a capital conservation buffer above the minimum capital requirements. The
    consequence of a banks CET1 ratio falling into the buffer range is that the bank becomes subject to a
    restriction on the distribution of future earnings. The Canadian regulation is in line with the Basel
    standards for the capital conservation buffer and therefore assessed to be compliant.

    Regulatory Consistency Assessment Programme Canada

    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.

    Credit risk: Standardised Approach


    For credit risk, the Basel framework permits banks a choice between the Standardised Approach and the
    Internal Ratings-Based Approach (IRB). While the six Canadian D-SIBs use Advanced IRB (AIRB), their
    partial use exposure (ie the exposure that is subject to the Standardised Approach) remains substantial,
    accounting for 26% of the RWAs for the system overall, and ranging from 7% to 53% for each bank (as
    of Q3 2013).
    OSFIs regulatory requirements for the credit risk Standardised Approach are assessed to be
    compliant with the Basel standards. The issues identified by the Assessment Team are assessed not to
    have a material impact on the disclosed capital adequacy ratios of the banks in the RCAP sample:
    x

    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.

    Credit risk: Internal Ratings-Based Approach


    The Canadian IRB for credit risk, which is used by the six D-SIBs (all of which use the AIRB) and five other
    banks (Table 1), consistently implements the Basel standards.21 The IRB contributes about half of the DSIBs total RWAs, ranging from one third to two thirds for each bank. The IRB has been used by Canadian
    banks since 2007.
    One minor deviation relates to OSFIs CAR Guideline not specifying the calculation method for
    the concentration limit of 3.5% for purchased receivables. This finding has no material impact on the
    capital adequacy ratios of Canadian banks.

    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.

    Regulatory Consistency Assessment Programme Canada

    Credit risk: Securitisation framework


    The Basel securitisation framework is consistently implemented in the Canadian CAR Guideline. The
    securitisation exposure of Canadian banks is fairly limited, contributing 24% to total RWAs. There are no
    deviations in OSFIs implementation of the securitisation rules.

    Counterparty credit risk framework


    The Canadian D-SIBs are using the Current Exposure Method (CEM) to measure counterparty credit risk
    exposure. Specific D-SIBs might migrate to the Internal Model Method (IMM), subject to OSFIs approval
    (Table 1). The Standardised Method is not implemented.
    OSFIs requirements for counterparty credit risk are assessed to be compliant with the Basel
    standards. OSFI exempts market risk hedges that are used to mitigate CVA risk and that are managed as
    such, from market risk capital requirements, although market risk hedges of CVA risk are not recognised
    as eligible hedges in the CVA capital charge. The impact of this deviation is assessed as not material as
    data provided by OSFI show a very limited impact on RWA for one D-SIB and zero impact for the other
    D-SIBs. The potential materiality is also deemed to be low given the domination of the Canadian OTC
    derivative market by vanilla interest rate and foreign exchange products, which have the highest
    potential to be cleared via central counterparties, and in view of the regulatory direction towards central
    clearing of derivative contracts.
    OSFI applies scalars to phase in the CVA risk capital charge from 2014 to 2019. This unwinds the
    effect proportional to the higher all-in capital targets that OSFI has imposed from 1 January 2013
    (essentially the 2019 Basel capital ratios brought forward to 2013). By 2019, the CVA risk capital charge
    will be fully phased in so that this effect will be eliminated. For the Basel III transitional minimum capital
    requirements, which are imposed in parallel, the Canadian banks are subject to the full CVA risk capital
    charge. Hence, the treatment applied by OSFI is in line with the framework.
    OSFI has introduced a 2% risk weight for exposures to unrated counterparties in the
    Standardised CVA risk capital charge (SCVA) for banks that do not have an approved rating system, as
    the Basel text does not specify the treatment for such exposures. The Assessment Team considers OSFIs
    specification as appropriate, as the application of the 2% risk weight is equivalent to treating unrated
    counterparties as BB-rated counterparties in the SCVA.

    Market risk: Standardised Measurement Method


    The Standardised Measurement Method for market risk is compliant with the Basel framework. OSFI
    applies the market risk capital requirements to internationally active banks, ie including all D-SIBs
    designated by OSFI. This replaces the materiality threshold in place at the onset of the assessment.22 In
    terms of total RWAs, the Standardised Measurement Method to market risk contributes about 2% of the
    D-SIBs total RWAs (about 30% of the total RWAs for market risk), ranging from 0% to 6% for each bank.
    The Assessment Team notes that OSFI has exercised the discretion under the Basel framework
    not to implement a few of the options within the standardised approaches in its regulation (Annex 11),
    including the duration method for interest rate risk, the maturity ladder approach for commodities risk,
    and the delta-plus-method for the price risk of options. This is assessed not to have material implications
    on banks capital ratios.

    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.

    Regulatory Consistency Assessment Programme Canada

    17

    Market risk: Internal Models Approach


    The Internal Models Approach (IMA) to market risk is used by the D-SIBs and one of the smaller banks
    (Table 1). The RWAs based on the IMA contribute about 4% to the D-SIBs total RWAs (70% of the total
    RWAs for market risk), ranging from 3% to 6% for each bank. Regarding the scope of incremental risk
    charge (IRC) models, OSFI currently does not allow banks to include equities and derivatives positions
    based on listed equities in their IRC models. The Canadian regulation is in line with the Basel standards
    for the IMA to market risk, and therefore is assessed to be compliant.

    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.

    Supervisory review process (Pillar 2)


    The Pillar II framework within the scope of the RCAP methodology has been implemented in close
    alignment with the Basel standards, and is compliant with Basel standards.
    Consistent with OSFIs principle-based approach to regulation and tradition of applying riskbased supervision, OSFI has explicitly included the supervisory review process in its supervisory
    framework. Discussions with OSFI supervisors and the private sector provided the Assessment Team with
    an insight on how OSFIs principle-based approach is applied in practice. OSFI arrives at bank-specific
    minimum capital targets, which are not disclosed to the public, based on its supervisory risk assessment,
    which explicitly includes Pillar 2 risks. Annex 14 describes OSFIs Pillar 2 supervisory review process.

    Disclosure requirements (Pillar 3)


    OSFIs implementation of the Pillar 3 disclosure requirements is compliant with the Basel framework.
    OSFI has 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. The Assessment Team also understands that OSFI intends to issue its Pillar 3
    requirements as a Guideline once the Basel Committee completes its review of Pillar 3.
    OSFI requires Canadian D-SIBs to fully implement the Pillar 3 composition of capital disclosure
    requirements. The non-D-SIBs in Canada are subject to a modified composition of capital 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 non-D-SIBs are
    internationally active over time.

    18

    Regulatory Consistency Assessment Programme Canada

    Detailed assessment findings

    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

    Pillar 1: Minimum capital requirements

    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)

    The lack of an automatic capital ratio conversion requirement for preferred


    shares that are accounted for as liabilities and included in AT1.

    (b)

    The exclusion of certain defined benefit pension fund assets from the
    deduction requirement.

    Overview of findings by Basel paragraph:


    Basel paragraph no

    Basel III paragraph 55 (Criterion 11): Automatic capital ratio conversion requirement
    for Additional Tier 1 classified as liabilities

    Reference in the domestic


    regulation

    CAR Guideline Chapter 2 paragraph 11 criterion 11: principal loss absorption for
    AT1 instruments

    Findings

    Paragraph 11 criterion 11 of Chapter 2 of the CAR Guideline addresses the principal


    loss absorption requirement for AT1 instruments. Paragraph 55 of Basel III requires
    instruments classified as liabilities for accounting purposes to automatically write
    down or convert to common equity at a CET1 ratio of 5.125% of RWAs. However,
    paragraph 11 criterion 11 of the CAR Guideline contains the following text: Other
    than preferred shares, instruments included in Additional Tier 1 capital must be
    classified as equity for accounting purposes. The CAR Guideline does not require
    preferred shares to have the automatic 5.125% capital ratio conversion.
    The Assessment Team views the exclusion of preferred shares from the regulatory
    capital ratio conversion as a clear deviation from the Basel standards, because
    preferred shares may be classified as liabilities.
    Section 2 of this report explains OSFIs rationale for adopting this approach, which
    relates to their requirement for banks to include a NVCC clause in all non-common
    equity capital instruments, including preferred shares, which can result in the
    shares being classified as liabilities for accounting purposes.

    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.

    Regulatory Consistency Assessment Programme Canada

    19

    Reference in the domestic


    regulation

    CAR Guideline Chapter 2 paragraphs 60 and 61: Treatment of defined benefit


    pension fund assets of foreign subsidiaries

    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

    Capital conservation buffer

    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

    Credit risk: Standardised Approach

    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.

    Overview of findings by Basel paragraph:


    Basel paragraph no

    Basel II paragraphs 6971: Claims included in the regulatory retail portfolios

    Reference in the domestic


    regulation

    CAR Guideline Chapter 3 paragraphs 2426

    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

    Regulatory Consistency Assessment Programme Canada

    granularity criterion, but no specific granularity limit is specified.


    CAR Guideline Chapter 3 paragraph 26 provides that residential construction loans
    that do not satisfy the four criteria for the regulatory retail portfolio must be treated
    as a corporate exposure. Paragraph 81 of the Basel text provides that all other assets
    not covered by the specified asset categories under the Standardised Approach to
    Credit Risk are risk-weighted as other assets at 100%. Therefore, under the CAR
    Guideline, residential construction loans to individuals that do not satisfy four criteria
    are included in corporate exposures, instead of other assets.
    Materiality

    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

    Basel II paragraph 81: Other assets

    Reference in the domestic


    regulation

    CAR Guideline Chapter 3 paragraph 50

    Findings

    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. This provision is not in the Basel
    framework. The rationale for this provision is to avoid double-counting of exposures
    where these are subject to capital requirements for counterparty credit risk.

    Materiality

    Not material

    2.1.4

    Credit risk: Internal Ratings-Based Approach

    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.

    Overview of findings by Basel paragraph:


    Basel paragraph no

    Basel II paragraph 242

    Reference in the domestic


    regulation

    CAR guideline Chapter 6 paragraph 48

    Findings

    Basel II paragraph 242 states that national supervisors must establish


    concentration limits for purchased corporate receivables above which an
    institution must calculate capital charges based on the bottom-up approach for
    corporate exposures.
    The CAR Guideline specifies a concentration limit of 3.5% but does not specify
    how the limit should be calculated. OSFIs intent was to place a size limit on the
    size of any individual exposure at 3.5% of the pool. None of the banks use the
    purchased receivables approach. OSFI intends to clarify the calculation
    methodology in the CAR Guideline by the end of 2014, after consultation with the
    market and taking into account the revisions to the Basel securitisation framework.

    Materiality

    Not material. None of the banks currently use the purchased receivables approach.

    Regulatory Consistency Assessment Programme Canada

    21

    2.1.5

    Counterparty Credit Risk Framework

    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.

    Overview of findings by Basel paragraph:


    Basel paragraph no

    Basel II Annex 4 paragraph 103, added by Basel III, paragraph 99

    Reference in the domestic


    regulation

    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

    Basel II paragraphs 777(i)777(xiii), amended by Basel III : Counterparty credit risk

    Reference in the domestic


    regulation

    CAR Guideline Chapter 4 paragraphs 52, 62, 70 and 72

    Findings

    Basel II paragraphs 777(i) to 777(xiii) describe requirements for the management


    of counterparty credit risk for all banks. These apply to all banks, including those

    22

    Regulatory Consistency Assessment Programme Canada

    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

    Basel II paragraphs 778(iii)778(iv), amended by Basel 2.5: Stress testing and


    specific risk modelling under the IMA for market risk

    Reference in the domestic


    regulation

    CAR Guideline Chapter 9 Section 9.11

    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.

    Regulatory Consistency Assessment Programme Canada

    23

    2.4

    List of observations and other findings

    Capital conservation
    Basel paragraph no

    Basel III paragraphs 136150: Countercyclical buffer

    Reference in the domestic


    regulation

    CAR Guideline Chapter 1 paragraphs 4142

    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.

    Credit risk: Standardised Approach


    Basel paragraph no

    Basel II paragraphs 6668: Claims on corporates

    Reference in the domestic


    regulation

    CAR Guideline Chapter 3 paragraphs 2223

    Observation

    According to Basel II paragraph 67 (which allows national discretion), Supervisory


    authorities should increase the standard risk weight for unrated claims where they
    judge that a higher risk weight is warranted by the overall default experience in their
    jurisdiction. As part of the supervisory review process, supervisors may also consider
    whether the credit quality of corporate claims held by individual banks should warrant
    a standardised risk weight higher than 100%. The 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 paragraph no

    Basel II paragraphs 7273: Claims secured by residential property

    Reference in the domestic


    regulation

    CAR Guideline Chapter 3 paragraphs 2736

    Observation

    According to Basel II paragraph 72:


    In applying the 35% weight, the supervisory authorities should satisfy themselves,
    according to their national arrangements for the provision of housing finance, that
    this concessionary weight is applied restrictively for residential purposes and in
    accordance with strict prudential criteria, such as the existence of substantial margin
    of additional security over the amount of the loan based on strict valuation rules.
    Supervisors should increase the standard risk weight where they judge the criteria are
    not met.
    This paragraph states that the 35% risk weight should be applied restrictively for
    residential purposes. In the definition of qualifying residential mortgages subject to a
    35% risk weight in the CAR Guideline, the CAR Guideline applies the 35% risk weight
    to collateral mortgages and reverse mortgages satisfying certain loan-to-valuation
    and other prudential criteria, and to pass-through mortgage-backed securities that
    are fully secured against qualifying residential mortgages. The object of such lending
    could be for other financing purposes, such as for car and personal loans.
    OSFI noted that:
    x

    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.

    the reverse mortgage market is dominated by a smaller and non-internationally


    active deposit-taking institution, and the banks have no exposures to passthrough mortgage-backed securities that receive the 35% risk weight.

    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

    Regulatory Consistency Assessment Programme Canada

    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

    Basel II Paragraphs 7980: Higher risk categories

    Reference in the domestic


    regulation

    CAR Guideline Chapter 3, paragraph 50

    Observation

    Basel II paragraph 80 (which allows for national discretion) states that:


    National supervisors may decide to apply a 150% or higher risk weight reflecting the
    higher risks associated with some other assets, such as venture capital and private
    equity investments. 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.

    Credit risk: Internal Ratings-Based Approach


    Basel paragraph no

    Basel II paragraph 266

    Reference in the domestic


    regulation

    CAR guideline Chapter 6 paragraph 74

    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

    Basel II paragraph 454

    Reference in the domestic


    regulation

    CAR guideline Chapter 6 paragraph 280

    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)

    Implementation Note: Risk Quantification at IRB Institutions


    Implementation Note: Data Maintenance at IRB Institutions
    Implementation Note: Validating Risk Rating Systems at IRB institutions

    The Implementation Note on Data Maintenance at IRB Institutions requires banks


    to maintain comprehensive historical data across legal entities and geography.
    Regulatory Consistency Assessment Programme Canada

    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.

    Counterparty credit risk framework


    Basel paragraph no

    Basel II Annex 4, paragraph 97, added by Basel III paragraph 99

    Reference in the domestic


    regulation

    CAR Guideline, Chapter 4, paragraph 109;

    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

    Basel II Annex 4 paragraph 104, added by Basel III paragraph 99

    Reference in the domestic


    regulation

    CAR Guideline Chapter 4 paragraph 116

    Observation

    OSFI introduced a 2% weight for exposures to unrated counterparties in the


    Standardised CVA risk capital charge (SCVA) for banks which do not have an
    approved rating system, as the Basel rules do not specify the treatment for such
    exposures.
    The application of the 2% weight is equivalent to treating unrated counterparties
    as BB-rated counterparties in the SCVA, which is equivalent to or more
    conservative than the treatment of unrated counterparties in the Standardised
    Approach for Credit Risk. Hence, the Assessment Team considers OSFIs
    specification as appropriate.

    Market risk: Standardised Measurement Approach


    Basel paragraph no

    Basel II paragraphs 709 (i)709(ii), amended by Basel 2.5

    Reference in the domestic


    regulation

    CAR Guideline Chapter 9 paragraph 51

    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.

    Market risk: Internal Models Approach


    Basel paragraph no

    Guidelines for Computing Capital for Incremental Risk in the Trading Book,
    paragraph 9;
    Basel II paragraph 718(xciii), amended by Basel 2.5

    Reference in the domestic


    regulation

    CAR Guideline Chapter 9 paragraphs 231, 232 and 209

    Observation

    Paragraph 9: With supervisory approval, a bank can choose consistently to include


    all listed equity and derivatives positions based on listed equity of a desk in its
    incremental risk model when such inclusion is consistent with how the bank
    internally measures and manages this risk at the trading desk level. If equity
    securities are included in the computation of incremental risk, default is deemed to
    occur if the related debt defaults (as defined in paragraphs 452 and 453 of the Basel
    II Framework).
    OSFI CAR Guideline Chapter 9 paragraph 231 stipulates that, with OSFI approval, a
    bank can choose consistently to include all listed equity and derivatives positions
    based on listed equity of a desk in its incremental risk model. However, the text did
    not stipulate if such inclusion must be consistent with how the bank internally
    measures and manages equity risk at the trading desk level. On the same note, the
    text did not define default as deemed to occur if the related debt defaulted (as
    defined in paragraphs 452 and 453 of the Basel II Framework).
    In the following paragraph (paragraph 232 OSFI Note), OSFI explained that at this
    time it was not confident in the ability of firms to model migration and default risk
    in equities. In time, as modelling standards evolve, OSFI would revisit this policy.
    OSFI further explained that in the context of convertible bonds, a bank could
    achieve partial hedge recognition by including the embedded warrant component
    of this hybrid instrument in its equity general market risk VaR and equity specific
    risk VaR models. If a bank elects to do this, at a minimum the remainder of the
    decomposed convertible bond is still subject to default and migration risk, which
    should be captured either in an IRC model or through the application of the
    standardised framework for convertible bonds.
    In line with this position taken by OSFI, ie equities are not permitted in the IRC
    model, the corresponding OSFI text for Basel 718(xciii), ie OSFI paragraph 209, did
    not make reference to the standardised measurement method for equity positions
    as a fallback measure when a bank did not capture the incremental risks through an
    internally developed approach.

    Operational risk: Introduction, Basic Indicator Approach and Standardised Approach


    Basel paragraph no

    Basel II paragraph 646

    Reference in the domestic


    regulation

    CAR Guideline Chapter 8 paragraph 4

    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

    Regulatory Consistency Assessment Programme Canada

    27

    by 2015 and their implementation is tracked and communicated internally at OSFI


    and within the banks on at least a quarterly basis.

    Operational risk: Advanced Measurement Approach


    Basel paragraph no

    Basel II paragraph 680

    Reference in the domestic


    regulation

    CAR Guideline Chapter 8 paragraphs 6876

    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

    Basel II paragraph 738(ii)

    Reference in the domestic


    regulation

    Guideline on Internal Capital Adequacy Process (ICAAP) for Deposit-Taking


    Institutions (E-19), p 9
    Corporate Governance Guideline (E-18)

    Observation

    Basel II paragraph 738(ii) states:


    Banks must supplement their VAR model with stress tests (factor shocks or
    integrated scenarios whether historic or hypothetical) and other appropriate risk
    management techniques ... in particular, it must factor in, where appropriate:
    x

    Illiquidity/gapping of prices;

    Concentrated positions (in relation to market turnover);

    One-way markets;

    Non-linear products/deep out-of-the money positions;

    Events and jumps-to-defaults;

    Significant shifts in correlations;

    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

    Basel II paragraph 738(v)

    Reference in the domestic


    regulation

    Guideline on Internal Capital Adequacy Process (ICAAP) for Deposit-Taking


    Institutions (E-19), p 9

    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

    Regulatory Consistency Assessment Programme Canada

    risk measurement approaches in determining their economic capital.

    Pillar 3
    Overview of findings by Basel paragraph:
    Basel paragraph no

    Composition of capital disclosure requirements paragraphs 138 and Basel II


    paragraphs 808825

    Reference in the domestic


    regulation

    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

    OSFI implemented the Basel Pillar 3 and composition of capital disclosure


    requirements via advisories. 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 is eligible for the RCAP assessment. OSFI
    intends to issue its Pillar 3 requirements as a Guideline once the Basel Committee
    completes its ongoing review on Pillar 3.

    Basel paragraph no

    Composition of capital disclosure requirements paragraph 3

    Reference in the domestic


    regulation

    Advisory on Public Capital Disclosure Requirements related to Basel III Pillar 3 (as of
    July 2013), Sections 1 and 5

    Observation

    OSFI requires D-SIBs in Canada to implement the composition of capital disclosure


    requirements under the Basel framework. Non-D-SIBs in Canada are subject to a
    modified composition of capital disclosure template as described in Annex 5 of the
    Advisory on the basis that: (i) the need for the balance sheet reconciliation is less
    evident given that their balance sheet reconciliations are less complex; (ii) the users
    of their financial statements are largely domestic investors and consumers arguably
    focused more on solvency than on detailed calculation of capital; and (iii) they are
    not likely to be compared to institutions in other jurisdictions. The Assessment Team
    notes that OSFIs approach has no material impact on Pillar 3 implementation in
    Canada as the non-D-SIBs are not internationally active currently and OSFI will
    periodically review the designation of D-SIBs in Canada as well as the degree to
    which the non-D-SIBs are internationally active over time.

    Basel paragraph no

    Enhancements to the Basel II framework Revisions to Pillar 3 (Market discipline)


    paragraphs 16 and Pillar 3 disclosure requirements for remuneration paragraphs
    57

    Reference in the domestic


    regulation

    Letter on Implementation of Disclosures for Basel II Pillar 3 Enhancements and


    Revisions (as of July 2011) and Letter on Implementation of Basel II Pillar 3
    Disclosure Requirements for Remuneration (as of December 2011)

    Observation

    OSFI implemented the Basel disclosure requirements for remuneration and


    enhancements to Pillar 3 disclosure requirements via public letters. Using 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 public letters is 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.

    Regulatory Consistency Assessment Programme Canada

    29

    Annexes
    Annex 1: RCAP Assessment Team and Review Team
    Assessment Team Leader:
    Mr Ong Chong Tee

    Monetary Authority of Singapore

    Assessment Team Members:


    Ms Donna Hornig

    Office of the Comptroller of the Currency, US

    Mr Mahmut Kutlukaya

    Banking Regulation and Supervision Agency, Turkey

    Mr Timo May-Johann

    Deutsche Bundesbank, Germany

    Mr Roland Raskopf

    Bank for International Settlements, Financial Stability Institute

    Mr Noel Reynolds

    Bank for International Settlements, Financial Stability Institute

    Mr Peter de Rijke

    Netherlands Bank, Netherlands

    Supporting Members:
    Mr Christian Schmieder

    Basel Committee Secretariat

    Ms Sandy Ho

    Monetary Authority of Singapore

    Mr Tan Keng Heng

    Monetary Authority of Singapore

    Review Team Members:24


    Mr Alwaleed Khaled Alsheikh

    SIG member, Saudi Arabian Monetary Agency, Saudi Arabia

    Mr Stephen Bland

    SIG member, Prudential Regulation Authority, United Kingdom

    Mr William Coen

    Basel Committee Secretariat

    Mr Olof Sandstedt

    SIG member, Riksbank, Sweden

    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.

    Regulatory Consistency Assessment Programme Canada

    Annex 2: Implementation of the Basel framework as of cut-off date

    Overview of adoption of capital standards


    Basel III Regulation

    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

    Revisions to the Basel


    II market risk
    framework

    Letter on
    Implementation of
    Disclosures for Basel
    II Pillar 3
    Enhancements and
    Revisions (as of July
    2011)

    Basel II: International


    Convergence of
    Capital Measurement
    and Capital
    Standards:

    June 2006

    A Revised Framework
    Comprehensive
    Version

    Basel 2.5
    Enhancements to the
    Basel framework

    July 2009

    First quarter of fiscal


    2012

    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

    Regulatory Consistency Assessment Programme Canada

    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

    Regulatory Consistency Assessment Programme Canada

    Annex 3: List of capital standards under the Basel framework used for the
    assessment
    (i)

    International Convergence of Capital Measurement and Capital Standards: A Revised


    Framework (Basel II), June 2006

    (ii)

    Enhancements to the Basel II framework, July 2009

    (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)

    Pillar 3 disclosure requirements for remuneration, July 2011

    (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)

    Basel III definition of capital Frequently asked questions, December 2011

    (xi)

    Composition of capital disclosure requirements: Rules text, June 2012

    (xii)

    Capital requirements for bank exposures to central counterparties, July 2012

    (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

    Regulatory Consistency Assessment Programme Canada

    33

    Annex 4: Local regulations issued by OSFI for implementing Basel capital


    standards
    Overview of issuance dates of important Canadian capital rules
    Domestic regulations
    Domestic regulations implementing
    Basel II

    Table 5

    Name of the document, version and date


    CAR Guidelines, revised version (as of November 2007)
    Guideline on Transitional Period Capital Floor Requirement for Institutions
    using the Internal Ratings-Based Approach to Credit Risk (November 2007)
    Advisory on Pillar 3 Disclosure Requirements (September 2006)

    Domestic regulations implementing


    Basel 2.5

    CAR Guidelines, revised version (December 2011)


    Advisory on Pillar 3 Disclosure Requirements (September 2006)
    Letter on Implementation of Disclosures for Basel II Pillar 3 Enhancements and
    Revisions (July 2011)

    Domestic regulations implementing


    Basel III

    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)

    Hierarchy of Canadian laws and regulatory instruments

    Table 6

    Level of rules (in legal terms)

    Type

    Laws

    Enacted by the Canadian Parliament

    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

    Regulatory Consistency Assessment Programme Canada

    Annex 5: Details of the RCAP assessment process


    A.

    Off-site evaluation

    (i)

    Completion of a RCAP questionnaire (self-assessment) by OSFI

    (ii)

    Evaluation of the RCAP questionnaire by the RCAP Assessment Team

    (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)

    Refinement of the list of observations based on clarifications provided by OSFI

    (vi)

    Assessment of materiality of deviations for all quantifiable deviations based on data and nonquantifiable deviations based on expert judgement

    (vii)

    Forwarding of the list of observations to OSFI

    B.

    On-site assessment

    (viii)

    Discussion of individual observations with OSFI

    (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)

    Assignment of component grades and overall grade

    (xii)

    Submission of the detailed findings to OSFI with grades

    (xiii)

    Receipt of comments on the detailed findings from OSFI

    C.

    Review and finalisation of the RCAP report

    (xiv)

    Review of comments by the RCAP Assessment Team, finalisation of the draft report and
    forwarding to OSFI for comments

    (xv)

    Review of OSFIs comments by the RCAP Assessment Team

    (xvi)

    Reporting of findings to SIG by the team leader

    (xvii)

    Review and clearance of the draft report by the RCAP Review Team and Peer Review Board

    Regulatory Consistency Assessment Programme Canada

    35

    Annex 6: List of items rectified by OSFI during the RCAP assessment


    The revised CAR Guideline was published on 25 April 2014.

    Basel Paragraph

    Reference to OSFI
    document and
    paragraph

    Brief description of the correction

    CAR Guideline Chapter 1


    paragraph 4

    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.

    Basel III paragraph 52:


    Components of Common
    Equity Tier 1

    CAR Guideline Chapter 2


    paragraph 3: Other
    contributed surplus and
    interim profits and losses

    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.

    Basel III paragraph 52,


    footnote 10: Unrealised gains
    and losses

    CAR Guideline Chapter 2


    paragraph 50: Reversal
    of unrealised gains and
    losses on own use
    property

    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.

    Basel III paragraph 60 and


    Basel II paragraph 49(vii):
    General provisions/loan loss
    reserves included Tier 2 under
    the Standardised Approach

    CAR Guideline Chapter 2


    paragraph 39: Inclusion
    of collective allowances
    in Tier 2

    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.

    Basel III paragraph 62:


    Common shares issued by
    consolidated subsidiaries and
    held by third parties

    CAR Guideline Chapter 2


    paragraph 6b, footnote
    11: Calculation of surplus
    capital of subsidiaries

    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

    Regulatory Consistency Assessment Programme - Canada

    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.

    Basel III paragraph 67:


    Goodwill deduction

    CAR Guideline Chapter 2


    paragraph 51 and
    footnote 50: Goodwill
    included in the valuation
    of significant
    investments

    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 paragraphs 69 and 70:


    Deferred tax assets

    CAR Guideline Chapter 2


    paragraph 54: Risk
    weighting of certain
    DTAs at 100%

    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.

    Basel III paragraphs 8083 and


    8486: Significant investments
    in financial entities that are
    outside the scope of
    consolidation

    CAR Guideline Chapter 2


    paragraphs 6469:
    Threshold for
    determining a significant
    investment

    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.

    Basel III paragraphs 8085:


    Deduction of investments in
    the capital of financial
    institutions

    CAR Guideline Chapter 2


    Section 2.3.1, footnote
    62: Netting of long and
    short positions in the
    capital of other financial
    institutions

    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.

    Basel III paragraphs 8486:


    Deduction of significant
    investments in the capital of
    financial entities

    CAR Guideline Chapter 2


    paragraph 74: Treatment
    of investments in the
    capital of mutual funds

    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.

    Basel III definition of capital


    FAQ #20 (p 18): Treatment of

    CAR Guideline Chapter 2


    paragraph 95: Treatment

    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

    Regulatory Consistency Assessment Programme - Canada

    37

    investments in the capital of


    financial institutions that are
    being phased out

    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.

    BCBS Minimum Requirements


    to ensure loss absorbency at
    the point of non-viability
    (PON): Paragraphs 17

    CAR Guideline Chapter 2


    paragraph 43, principles
    #1 and #9

    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.

    Basel III paragraph 131:


    Consequences of breaching
    the capital conservation buffer

    CAR Guideline Chapter 1


    paragraph 34: Potential
    for other remedial
    action

    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.

    15. Basel III paragraph 131:


    Consequences of breaching
    the capital conservation buffer

    CAR Guideline Chapter 1


    paragraph 35: Specific
    conservation ratios that
    apply

    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.

    16. Basel III paragraph 131:


    Distribution of earnings

    CAR Guideline Chapter 1


    paragraph 37: Reference
    to historic earnings

    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.

    17. Basel II paragraph 59

    CAR Guideline Chapter 3


    paragraph 14

    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

    CAR Guideline Chapter 3


    paragraphs 22 and 23

    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

    CAR Guideline Chapter 3

    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

    Capital conservation buffer


    14.

    Credit risk: Standardised Approach

    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.

    Basel II paragraphs 8289

    CAR Guideline Chapter 3


    paragraphs 5198

    21.

    Basel II paragraph 92

    CAR Guideline Chapter 3


    paragraph 103

    22.

    Basel II paragraphs 145(d),


    146(b), 151, 153, 171(f)

    23.

    Basel II paragraph 186

    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, 52, 59(f)

    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.

    CAR Guideline Chapter 5


    paragraphs 7273

    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.

    CAR Guideline Chapter 5

    Several referencing errors in the CAR Guideline Chapter 5 were rectified.

    Credit risk: Internal Ratings -Based Approach


    25.

    Basel II paragraph 237

    CAR Guideline Chapter 6


    paragraph 40

    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.

    Credit risk: Securitisation Framework


    26.

    Basel II paragraph 562

    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.

    Basel II paragraph 565(b),


    replaced by Basel III para 120

    CAR Guideline
    Chapter 7 paragraph

    Regulatory Consistency Assessment Programme - Canada

    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.

    Basel II paragraph 632

    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.

    Counterparty credit risk


    29.

    Basel II Annex 4 paragraph 94

    CAR Guideline Chapter 4


    paragraph 93

    30.

    BCBS July 2012 document on


    capital requirements for bank
    exposures to central
    counterparties, adding Annex
    4 Paragraph 127 to Basel II

    CAR Guideline Chapter 4


    paragraph 143

    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.

    Basel II: Annex 4 paragraph 16

    CAR Guideline Chapter 4


    paragraph 19

    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.

    Basel II Annex 4 paragraph 91

    CAR Guideline Chapter 4


    paragraph 88

    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.

    Basel II Annex 4 paragraph 96

    CAR Guideline Chapter 4


    paragraph 100

    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.

    BCBS July 2012 document on


    capital requirements for bank
    exposures to central
    counterparties, adding Annex
    4 Paragraph 112 to Basel II

    CAR Guideline Chapter 4


    paragraph 127

    Basel III, paragraph 99 (adding

    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.

    Regulatory Consistency Assessment Programme - Canada

    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.

    Market risk: Standardised Measurement Approach


    36.

    Basel II paragraphs 701(i)


    708(i): Methods of measuring
    market risk

    CAR Guideline Chapter 9


    paragraph 28

    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.

    Basel II paragraph 710(i)

    CAR Guideline Chapter 9


    paragraphs 6162

    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.

    Basel II paragraphs 710


    711(ii): Issuer Risk (qualifying
    category)

    CAR Guideline Chapter 9


    paragraph 63

    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.

    Basel II paragraphs 718(ix)


    718(xviii): Interest rate
    derivatives

    CAR Guideline Chapter 9


    Appendices 95

    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

    CAR Guideline Chapter 9


    paragraph 2

    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

    CAR Guideline Chapter 9


    paragraph 79

    OSFI corrected a minor referencing error in its CAR Guideline.

    42.

    NA

    CAR Guideline Chapter 9


    footnote 29 of Section
    9.10.5.1 Table 1

    OSFI corrected a minor referencing error in its CAR Guideline.

    43.

    Para 2.1 (2) of the


    Interpretive issues with
    respect to the revisions to the
    market risk framework

    CAR Guideline Chapter 9


    paragraph 85

    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.

    Market risk: Internal Models Approach


    44.

    Basel II paragraph 718(lxxi)

    CAR Guideline Chapter 9


    paragraph 186

    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.

    Basel II paragraph 718(lxxiii)

    CAR Guideline Chapter 9


    paragraph 188

    OSFI omitted the reference to Basel paragraph 718(lxxxvi) of Combination of internal models and the standardised
    methodology.

    Regulatory Consistency Assessment Programme - Canada

    41

    OSFI amended the text in its CAR Guideline to rectify this issue.
    46.

    Basel II paragraph 718(lxxiv)

    CAR Guideline Chapter 9


    paragraphs 189, 190

    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.

    Basel II paragraph 718(lxxiv)

    CAR Guideline Chapter 9


    paragraphs 189, 190

    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.

    Guidelines for Computing


    Capital for Incremental Risk in
    the Trading Book, paragraph
    11

    CAR Guideline Chapter 9


    paragraph 234

    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.

    Guidelines for Computing


    Capital for Incremental Risk in
    the Trading Book, paragraph
    26

    CAR Guideline Chapter 9


    paragraph 249

    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

    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.

    Interpretive Issues with


    Respect to the Revisions to
    The Market Risk Framework
    Section 2.2 paragraphs 2 and
    11

    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.

    Regulatory Consistency Assessment Programme - Canada

    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

    Regulatory Consistency Assessment Programme - Canada

    OSFI has changed the required disclosure in row 7 to relate to prudential valuation adjustments.

    43

    Annex 7: Assessment of the binding nature of regulatory instruments


    issued by OSFI
    The following table summarises OSFIs self-assessment of the seven criteria used by the RCAP to
    determine the eligibility of OSFIs regulatory instruments for the RCAP. The Assessment Team
    concluded that the regulatory instruments issued and used by OSFI (as set out in Table 5 of Annex 4)
    are eligible for the RCAP assessment.

    Criterion
    (i)

    The instruments used are


    part of a well defined, clear
    and transparent hierarchy
    and regulatory framework

    Assessment (by OSFI)


    The Bank Act (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.
    As a complement to this legislative framework, OSFI is administratively empowered
    to publish several forms of guidance, as described below, which serve to clarify the
    legislative, regulatory and supervisory frameworks, and to articulate OSFIs
    regulatory and supervisory expectations and best practices on matters within its
    discretion. As these forms of guidance are not legislative in nature, and are issued
    by OSFI at its discretion, they are not subject to direct influence from governmental
    or other bodies:
    Guidelines, which are used to establish minimum best or prudent practices, set out
    OSFIs expectations and requirements for banks in order to govern industry activities
    and behaviour. These include guidelines on the supervisory framework, solvency
    standards (eg capital adequacy), prudential standards (eg large exposure limits,
    portfolio mix, liquidity), accounting standards (eg non-accrual loans, impaired loans),
    and sound business and financial practices (eg corporate governance, legislative
    compliance);
    Advisories, which clarify the position of OSFI regarding certain policy issues or
    describe how OSFI generally administers and interprets provisions of the BA,
    regulations or guidelines. Banks are expected to consider the relevance of these
    advisories, which are not case-specific, to their own particular circumstances and to
    take action, if needed;
    Rulings, which describe how OSFI has applied or interpreted provisions of the BA,
    regulations or guidelines in specific cases; and
    Discussion papers & public letters, which articulate OSFIs general policy direction
    in a specific area.
    Guidelines, advisories and public letters are used to establish policy on minimum,
    best or prudent practices and set out OSFIs expectations and requirements for
    banks in order to govern industry activities and behaviour. Guidelines, advisories
    and public letters set standards for industry activities and behaviour, are generally
    static for a period of time ranging from one to several years, depending upon the
    need to incorporate revisions to reflect changes in the environment. Guidelines,
    advisories and public letters generally fit into one of four categories: capital,
    accounting, prudential limits and restrictions, and sound business and financial
    practices.

    (ii)

    They are public and freely


    available

    OSFI publishes all prudential standards, including guidelines, advisories, public


    letters, and public consultations on its website www.osfi-bsif.gc.ca.

    (iii)

    They are viewed as binding


    by banks as well as by the
    supervisors

    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,

    Regulatory Consistency Assessment Programme - Canada

    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)

    They would generally be


    legally upheld if challenged

    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)

    They are supported by


    precedence of
    enforceability

    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)

    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

    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.

    (vii) The instrument is expressed


    in clear language that
    complies with the Basel
    provision in substance and
    spirit

    All regulatory instruments are written to be clear and concise so as to remove


    misinterpretation and aid enforcement. OSFI achieves compliance with Basel rules
    text by using the actual Basel language where it is appropriate. OSFI uses text boxes
    to elaborate on national discretion areas or to provide greater clarity to address
    unique circumstances (terminology, or accommodating the harmonisation of
    requirements across the banking and insurance sectors).

    Regulatory Consistency Assessment Programme - Canada

    45

    Annex 8: Key financial indicators of the Canadian banking system

    Overview of the Canadian banking sector as of 31 October 2013

    Table 7

    Size of banking sector (CAD billions)


    Total assets of all banks operating in the jurisdiction (including off-balance sheet assets)

    4,592

    Total assets of all locally incorporated internationally active banks

    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

    Number of global systemically important banks (G-SIBs)

    Number of domestic systemically important banks (D-SIBs)

    Capital standards under the Basel framework


    Number of banks required to implement Basel equivalent standards
    Use of advanced approaches by banks

    105
    See Table 1 in the
    main text

    Capital adequacy (internationally active banks) (CAD billions; percent)


    Total capital

    180

    Total Tier 1 capital

    144

    Total CET1 capital

    118

    Total risk-weighted assets

    1,290

    RWAs for credit risk (percent of total RWAs)

    81.1%

    RWAs for market risk (percent of total RWAs)

    6.3%

    RWAs for operational risk (percent of total RWAs)

    12.6%

    Total off-balance sheet bank assets25

    748

    Capital adequacy ratio (weighted average)

    13.96%

    Tier 1 Ratio (weighted average)

    11.19%

    CET1 Ratio (weighted average)

    9.14%

    Source: OSFI, data as of October 2013.

    25

    This includes derivatives at fair value and the credit equivalent amount of non-market-related off-balance sheet exposures.

    Regulatory Consistency Assessment Programme - Canada

    46

    Evolution of capital ratios of Canadian internationally active banks


    Weighted average, in percent

    Figure 1

    18%
    16%
    14%
    12%
    10%
    8%
    6%
    4%
    2%
    0%

    Total Capital Ratio (OSFI rules)

    Tier 1 Ratio (OSFI rules)

    Source: OSFI.

    Regulatory Consistency Assessment Programme - Canada

    47

    Annex 9: Materiality assessment


    The assessment findings (deviations from the Basel minimum) were examined for the materiality of
    their impact on the capital ratios of the RCAP sample banks in Canada. Both quantifiable and nonquantifiable findings were assessed. The impact of all quantifiable findings for each bank in the RCAP
    sample was quantified, where data was available. In those cases where the computation of the impact
    was not straightforward, the computation erred on the conservative side. Where no data were
    available to quantify a finding, the Assessment Team relied only on expert judgement.
    Following this approach, an attempt was made to determine whether the findings are not
    material, material or potentially material, as shown below.
    Given the more than 50 rectifications that were made during the assessment process (Annex
    6), only eight findings remain, of which seven are classified as non-material and one as potentially
    material. More details of the rationale underlying the materiality analysis are provided in the detailed
    assessment in Section 2.

    Number of assessment findings by component


    Component

    Table 8
    Non-material

    Potentially material

    Material

    Scope of application

    Transitional arrangements

    Definition of capital

    Capital buffers

    Credit risk: Standardised Approach

    Credit risk: IRB

    Pillar 1

    Credit risk: Securitisation

    Counterparty credit risk

    Market risk: Standardised Measurement Method

    Market risk: IMA

    OR: Basic Indicator Approach/SA

    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.

    Regulatory Consistency Assessment Programme - Canada

    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.

    Definition of capital and transitional arrangements


    1.

    Basel III paragraph 50

    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.

    Basel III paragraph 53

    The CAR Guideline requires that any discretionary repurchases of common shares are subject
    to the prior approval of the Superintendent.
    3.

    Basel III paragraph 55

    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.

    Counterparty credit risk


    4.

    Basel II Annex 4 paragraphs 4246

    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.

    Basel II Annex 4 paragraphs 5968

    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.

    Regulatory Consistency Assessment Programme - Canada

    49

    Market risk
    6.

    Basel II paragraph 712

    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.

    Basel II paragraph 718(xxvi) and 718(xxviii)

    Unlike the Basel framework, OSFI does not fully implement the futures-related arbitrage
    strategies that attract lower market risk capital charges.

    Regulatory Consistency Assessment Programme - Canada

    50

    Annex 11: List of approaches not allowed by OSFIs regulatory framework


    The following list provides an overview of approaches that OSFI has not made available to its banks
    through its regulatory framework. Where the Basel standards explicitly request certain approaches to
    be implemented under specific circumstances, the missing approaches have been taken into account
    in the assessment. However, where the Basel standards do not require jurisdictions to implement these
    approaches, they have been implicitly treated as not applicable for the assessment.

    Market risk
    x

    Duration Method

    Maturity Ladder Approach

    Delta Plus Method

    Banks are not allowed to include equities in the modelled incremental risk charge

    Counterparty credit risk


    x

    Standardised Method

    Operational risk
    x

    Alternative Standardised Approach

    Regulatory Consistency Assessment Programme - Canada

    51

    Annex 12: List of issues for follow-up RCAP assessments


    The Assessment Team identified three issues listed below for follow-up and for the future RCAP
    assessments:
    1.

    Provisions related to the countercyclical buffer (Basel III paragraphs 136150)

    2.

    Planned issuance of Pillar 3 requirements as a Guideline

    3.

    Clarification of concentration limit for purchased receivables

    Regulatory Consistency Assessment Programme - Canada

    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.

    Deferred tax assets


    Under Basel III, DTAs that rely on the future profitability of the bank to be realised are required to be
    subject to a deduction treatment in the calculation of CET1.
    The CAR Guideline states that DTAs arising from temporary differences that the institution
    could realise through loss carrybacks, that is, they do not depend on the future profitability of the
    bank to be realised, are not subject to deduction, and instead receive a 100 percent risk weight. All
    other DTAs are required by the CAR Guideline to be subject to the Basel III deduction treatment.
    The Basel III text does not prescribe how DTAs arising from temporary difference that the
    institution could realise though loss carrybacks should be treated, and, therefore, the Assessment
    Team did not judge the CAR Guideline to contradict the Basel standards. (*) However, the Assessment
    Team believes there is potentially a risk that there is not a consistent understanding across jurisdictions
    of the term rely on the future profitability of the bank to be realised. The Basel Committee may wish
    to consider this issue further.
    (*) Paragraph 70 of the Basel III text describes the treatment of current year tax losses carried
    back to prior years when these give rise to a claim or receivable from the government or local tax
    authority. Such amounts are assigned the relevant sovereign risk weighting under paragraph 70.
    However, while paragraph 70 describes the treatment of the claim or receivable itself, it does not
    specify the treatment of a DTA that may, at some future time, be carried back to give rise to the claim
    or receivable.
    Regulatory Consistency Assessment Programme - Canada

    53

    Provisions based on nominal amounts in EUR and USD


    The assessment notes that some provisions in the Basel standards are based on nominal amounts of
    EUR or USD. Their treatment could be revisited by the Basel Committee.

    Regulatory Consistency Assessment Programme - Canada

    54

    Annex 14: OSFIs summary of its Pillar 2 supervisory review process26


    Using the four key principles for supervisory review described in Part 3: The Second Pillar
    Supervisory Review Process of the Basel II: International Convergence of Capital Measurement and
    Capital Standards: A Revised Framework Comprehensive Version June 2006, OSFI included the
    Supervisory Review Process for Internal Capital Adequacy Assessment Process (ICAAP) as a key
    component of its Supervisory Framework. This was achieved by including ICAAP directly in the capital
    rating that OSFI determines for each bank operating in Canada, excluding foreign bank branches. As a
    result, OSFIs assessment of ICAAP is included as a component of its regular, ongoing supervisory work
    and its assessment of the banks ICAAP can have a direct impact on the Composite Risk Rating and
    Intervention Rating that OSFI determines and shares with the banks board and senior management.
    Including ICAAP in OSFIs normal supervisory work also results in supervisors being able to
    easily link the impact of their assessments of inherent risk, controls and oversight of the significant
    activities (business model) of the bank to the assessment of ICAAP and vice versa. While a banks
    ICAAP is frequently subject to a focused, detailed review, the ICAAP is also monitored on an ongoing
    basis with the completion of the Capital Calculator that OSFI supervisors use to assess the adequacy of
    the banks calculations and allocations of capital.
    The following description provides a brief summary of how the four principles are addressed
    in OSFIs supervisory review of ICAAP.
    Principle 1: Banks should have a process for assessing their overall capital adequacy in
    relation to their risk profile and a strategy for maintaining their capital levels.
    Guidance to banks for ICAAP requires banks to consider all material risks and to assess the
    adequacy of their capital to withstand risks not adequately covered by the requirements of Pillar 1. In
    addition, the guidance requires banks to consider whether minimum regulatory capital requirements
    fully capture risks, especially when business has been securitised and the risk transfer assumed in the
    securitisation framework may not be complete. OSFIs Stress Testing Guideline requires banks to
    consider system-wide interactions and macroeconomic effects. ICAAPs and stress tests help identify
    capital requirements and provide a basis for supervisory action, if warranted.
    OSFIs review of bank ICAAPs includes consideration of external factors including the impact
    of economic cycles and other external risks and factors (see ICAAP Guideline, p 12).
    Banks that operate only domestically or do not have substantial international activity are
    subject to the same BCBS and OSFI capital requirements as banks that do; specifically the definitions of
    capital, ACM, and risk ratio calculation methodologies are the same for all banks, regardless of size or
    country of origin. In addition, OSFI guidelines on stress testing and ICAAP are applicable with
    standardised scenarios employed as part of the supervisory review process for less complex
    institutions.
    OSFI expects an institutions capital planning to consider the risks of its foreign operations
    and also the availability of capital and assets in Canada to protect Canadian depositors (see ICAAP, p
    3).
    Principle 2: Supervisors should review and evaluate banks internal capital adequacy
    assessments and strategies, as well as their ability to monitor and ensure their compliance with

    26

    The information contained in this Annex has been provided by OSFI.

    Regulatory Consistency Assessment Programme - Canada

    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.

    The Superintendent may override the banks appraisal of asset values.

    Regulatory Consistency Assessment Programme - Canada

    56

    Principle 4: Supervisors should seek to intervene at an early stage to prevent capital


    from falling below the minimum levels required to support the risk characteristics of a
    particular bank and should require rapid remedial action if capital is not maintained or restored.
    Required supervisory minimum capital 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. 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. Federally regulated financial
    institutions understand that if they fall below their minimum capital targets that they can anticipate
    that they will be moved to Stage 1 because OSFI has staged other financial institutions on that basis.
    For example, an institution can be moved from Stage 0, which is normal, to Stage 1 which
    is described in OSFIs Guide as:
    Stage 1 Early warning If an institution is categorised as Stage 1, OSFI has identified
    deficiencies in the institutions financial condition, policies or procedures or the existence of other
    practices, conditions and circumstances that could lead to the development of problems described at
    Stage 2 if they are not promptly addressed.
    The following conditions could lead to OSFI categorising an institution as Stage 1:
    x

    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.

    Sending a notice of the assessment surcharge to the institution.

    Monitoring the institution on an escalating basis by increasing the frequency of reporting


    requirements and/or expanding the level of detail of information that the institution is
    required to submit.

    Conducting enhanced or more frequent supervisory reviews, or directing the institutions


    internal specialists to conduct reviews that focus on particular areas of concern such as asset
    or loan security valuations.

    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.

    Requiring the financial institution to increase its capital.

    Imposing business restrictions on the financial institution in appropriate circumstances and/or


    issuing a direction of compliance in appropriate circumstances.

    Regulatory Consistency Assessment Programme - Canada

    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

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR
    Hi Althea, how about 10:30? I can stop by your office.
    Thanks

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 AM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    ,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

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLY-

    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).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on
    December 2, 2014 at 10:47am (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 AM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    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).

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLY-

    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,

    (b)(4), (5) & (8)

    .
    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.

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on
    December 2, 2014 at 10:47am (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 AM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    10:47am (above).

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLYDUPLICATE - 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)

    From: Betsy Howes-Bean


    Sent: Tuesday, December 02, 2014 12:15 PM
    To: Joshua Sherwin
    Subject: RE: RBC Branch ratings -FRSONLYImportance: High

    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)

    Will share with you.


    From: Joshua Sherwin
    Sent: Tuesday, December 02, 2014 11:58 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR
    Thanks Althea. Can you direct me to the relationship manager?

    (b)(4), (5) & (8)

    .
    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).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the
    email chain on December 2, 2014 at 10:47am (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 AM
    To: Joshua Sherwin

    Subject: RE: RBC -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    10:47am (above).

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLYDUPLICATE - 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)

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 12:16 PM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR
    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 11:58 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 11:55 AM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR

    DUPLICATE - An identical copy of this email is contained in


    the email chain on December 2, 2014 at 12:40pm (above).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 11:54 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    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).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    10:47am (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 AM
    To: Joshua Sherwin

    Subject: RE: RBC -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014
    at 10:47am (above).

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLYDUPLICATE - 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)

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 12:16 PM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 11:58 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR

    DUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 11:5 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 12:40pm (above).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 11:54 AM
    To: Althea Pieters
    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    12:40pm (above).

    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).

    From: Joshua Sherwin


    Sent: Tuesday, December 02, 2014 10:13 AM

    To: Althea Pieters


    Subject: RE: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 2, 2014 at
    10:47am (above).

    From: Althea Pieters


    Sent: Tuesday, December 02, 2014 8:20 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).

    From: Joshua Sherwin


    Sent: Monday, December 01, 2014 5:57 PM
    To: Althea Pieters
    Subject: RBC -FRSONLY-

    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)

    From: Betsy Howes-Bean


    Sent: Tuesday, December 02, 2014 4:06 PM
    To: Joshua Sherwin
    Subject: RE: RBC branch -FRSONLYImportance: High

    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)

    From: Betsy Howes-Bean


    Sent: Tuesday, December 02, 2014 3:59 PM
    To: Joshua Sherwin
    Subject: RE: RBC branch -FRSONLYImportance: High

    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)

    From: Betsy Howes-Bean


    Sent: Tuesday, December 02, 2014 3:50 PM
    To: Joshua Sherwin
    Subject: RE: RBC branch -FRSONLYImportance: High

    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:

    RBC Branch -FRSONLYThursday, December 04, 2014 3:4:36 PM

    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.

    (b)(5) In addition, this information pertains solely to RBC's

    (b)(5) & (8)

    .
    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)

    (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: 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.

    (b)(5) & (8)

    From: Flora Ahn


    Sent: Thursday, December 04, 2014 3:50 PM
    To: Joshua Sherwin; Kevin Kostyk
    Cc: Betsy Howes-Bean; Joe Carapiet
    Subject: RE: RBC Branch -FRSONLY-

    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.

    (b)(5) & (8)

    
    

    d
    &

    From: Joshua Sherwin


    Sent: Thursday, December 04, 2014 3:46 PM
    To: Kevin Kostyk; Flora Ahn
    Cc: Betsy Howes-Bean
    Subject: RBC Branch -FRSONLY-

    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)

    Have a great weekend.


    Michael Lipman
    Banking Supervision and Regulation
    Federal Reserve Board of Governors
    (202) 912-4605
    (b)(6)
    (Cell)

    Three page attachment withheld in full pursuant to exemptions 4, 5 & 8. In addition,


    only one of the three pages discussed RBC's application to acquire City National.
    The remaining two pages concerned entirely unrelated applications/matters involving
    other institutions that are not responsive to the FOIA request.

    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) & (8)

    (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

    From: Hurwitz, Ivan


    Sent: Thursday, December 11, 2014 3:12 PM
    To: Meadow, Patricia
    Cc: Yee, Rosalie; Davis, George
    Subject: RBC Acquisition -FRSONLY-

    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.

    From: Alison Thro [mailto:alison.m.thro@frb.gov]


    Sent: Thursday, December 11, 2014 12:44 PM
    To: Howes-Bean, Betsy E (Board); Hurwitz, Ivan
    Subject: RE: RBC Acquisition -FRSONLY-

    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)

    From: Betsy Howes-Bean


    Sent: Thursday, December 11, 2014 12:15 PM
    To: Ivan Hurwitz (FRS); Alison Thro
    Subject: RE: RBC Acquisition -FRSONLY-

    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: Ivan Hurwitz (FRS)


    Sent: Thursday, December 11, 2014 12:12 PM
    To: Betsy Howes-Bean; Alison Thro
    Subject: RBC Acquisition -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 11,
    2014 at 12:45pm (above).

    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

    From: Parks, Silvia


    Sent: Friday, December 12, 2014 10:04 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn
    Subject: Re: RBC Acquisition -FRSONLY-

    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)

    Do you want to call someone at RBC and arrange a meeting


    with Ivan- any application would need to come through Ivan with Board involvement of
    course.

    What do you think?


    Pat
    RESTRICTED FR

    From: Hurwitz, Ivan


    Sent: Thursday, December 11, 2014 3:12 PM
    To: Meadow, Patricia
    Cc: Yee, Rosalie; Davis, George
    Subject: RBC Acquisition -FRSONLY-

    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

    Yup.. that is what she is going to do (-:


    RESTRICTED FR

    From: Hurwitz, Ivan


    Sent: Friday, December 12, 2014 10:19 AM
    To: Meadow, Patricia
    Subject: RE: RBC Acquisition -FRSONLY-

    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

    From: Parks, Silvia


    Sent: Friday, December 12, 2014 10:04 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn
    Subject: Re: RBC Acquisition -FRSONLY-

    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).

    From: Meadow, Patricia


    Sent: Friday, December 12, 2014 09:53 AM
    To: Parks, Silvia
    Cc: Arbuthnott, Marilyn
    Subject: FW: RBC Acquisition -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 12, 2014 at
    10:08am (above).

    From: Hurwitz, Ivan


    Sent: Thursday, December 11, 2014 3:12 PM
    To: Meadow, Patricia
    Cc: Yee, Rosalie; Davis, George
    Subject: RBC Acquisition -FRSONLY-

    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)

    From: Ruiz, Stephanie


    Sent: Friday, December 12, 2014 10:16 AM
    To: Frawley, Caroline; Muccia, Daniel; Gross, David; Hill, Homer; Hurwitz, Ivan; Hennessy, James;
    Ingber, Jeffrey; Reynolds, John; Ricketti, John; Bonnemere, Larry; Proto, Nicholas; Meadow, Patricia;
    Dahlgren, Sarah; O'Malley, Sean; Leventhal, Shari; Manzari, Steven J; BRODOWS, William; Greene,
    YoonHi; Hargraves, Lauren; Cummings, Martha; Brickler, Lucinda M; Richards, Bruce; Dobbeck, Dianne;
    Green, Dana R; Lovisa, Jacqueline; Calabia, Christopher; Voigts, Jan
    Cc: Wright, Keesha; DaCosta-Alexander, Leandra; Cecero, Phyllis; Guan, Cindy; McCune, Crystall;
    Burgos, Digna; Paulino, Framil; Sutton, Denise; Seiman, Ernestine; Dolan, Julie; Grey, Donna; OliverDiaz, Cynthia; Gonzalez, Jesus; Phuapradit, Chada; Salma, Umme; Holness, Liska; Pagdon, Aaron; Scott,
    Karen; Fondiller, Elissa; Scarborough, Teekwa
    Subject: (b)(5)
    Report -FRSONLY-

    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

    20-page attachment withheld in full pursuant to exemptions 4, 5 & 8. In


    addition, only one of the 20 pages discusses RBC. The remaining 19 pages
    concern entirely unrelated institutions and are not responsive to the FOIA
    request.

    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

    From: Arbuthnott, Marilyn


    Sent: Friday, December 12, 2014 3:49 PM
    To: Parks, Silvia
    Subject: Re: Planned bank acquisition by RBC -FRSONLYLooks grteat, thanks.
    Marilyn Arbuthnott
    Assistant Vice President
    Federal Reserve Bank of New York
    Large International Financial Institution Supervision
    212 - 720-8396
    From: Parks, Silvia
    Sent: Friday, December 12, 2014 03:29 PM
    To: Arbuthnott, Marilyn
    Subject: Planned bank acquisition by RBC -FRSONLY-

    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)

    . The bank has a single

    (b)(4) & (5)

    (b)(4), (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)

    (b)(4), (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:
    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.

    From: Hurwitz, Ivan


    Sent: Friday, December 12, 2014 04:50 PM
    To: Kalstein, Michele
    Cc: Yee, Rosalie; Davis, George
    Subject: RE: (b)(5)
    Report -FRSONLY-

    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)

    (b)(4), (5) & (8)

    Let me know if you have questions.


    From: Hurwitz, Ivan
    Sent: Friday, December 12, 2014 4:0 PM
    To: Kalstein, Michele
    Subject: FW: (b)(5)
    Report -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on December 3, 2014 at
    4:03pm (above).

    From: Ruiz, Stephanie


    Sent: Friday, December 12, 2014 10:16 AM
    To: Frawley, Caroline; Muccia, Daniel; Gross, David; Hill, Homer; Hurwitz, Ivan; Hennessy, James;
    Ingber, Jeffrey; Reynolds, John; Ricketti, John; Bonnemere, Larry; Proto, Nicholas; Meadow, Patricia;
    Dahlgren, Sarah; O'Malley, Sean; Leventhal, Shari; Manzari, Steven J; BRODOWS, William; Greene,
    YoonHi; Hargraves, Lauren; Cummings, Martha; Brickler, Lucinda M; Richards, Bruce; Dobbeck, Dianne;
    Green, Dana R; Lovisa, Jacqueline; Calabia, Christopher; Voigts, Jan
    Cc: Wright, Keesha; DaCosta-Alexander, Leandra; Cecero, Phyllis; Guan, Cindy; McCune, Crystall;
    Burgos, Digna; Paulino, Framil; Sutton, Denise; Seiman, Ernestine; Dolan, Julie; Grey, Donna; OliverDiaz, Cynthia; Gonzalez, Jesus; Phuapradit, Chada; Salma, Umme; Holness, Liska; Pagdon, Aaron; Scott,
    Karen; Fondiller, Elissa; Scarborough, Teekwa
    Subject: (b)(5)
    Report -FRSONLY-

    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

    (b)(5) & (8)


    .

    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

    Thank you, Ivan. This is helpful.


    I will set this up.
    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: Hurwitz, Ivan
    Sent: Tuesday, December 16, 2014 12:58 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,
    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.

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 11:57 AM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Notaro, Rosanne
    Subject: Meeting with RBC re acquisition -FRSONLY-

    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

    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:

    francine.blackburn@rbc.com
    Parks, Silvia
    RE: Meeting the week of Dec 29 -ZFRSSEWednesday, December 17, 2014 6:34:17 AM

    Thanks Silvia. You can send me an email.


    Regards,
    Francine
    --- Originally sent by silvia.parks@ny.frb.org on Dec 16, 2014 5:15 PM --Hi Francine,
    I have some details for you. Is it ok if I send you an email, or would you rather talk?
    I can be reached at 917-273-2147.
    Thanks.
    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 message was secured in transit. ZFRSSE

    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

    Thank you Silvia. This is very useful.


    Regards,
    Francine
    --- Originally sent by silvia.parks@ny.frb.org on Dec 17, 2014 8:13 AM --Hi Francine,
    Is what I learned about the meeting we would like to set up for the week of the 29th:

    *
    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/>|

    This message was secured in transit. ZFRSSE

    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:
    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,

    John Akal | Bank Applications Associate


    Bank Applications
    Legal Group
    T--.212.720.6532

    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)

    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.
    .

    John Akal | Bank Applications Associate


    Bank Applications
    Legal Group
    T--.212.720.6532

    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,

    Not Responsive - concerns entirely unrelated applications/matters involving other


    institutions; also (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:

    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

    From: Notaro, Rosanne


    Sent: Wednesday, December 17, 2014 5:09 PM
    To: Parks, Silvia; Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
    Subject: RE: Meeting with RBC re acquisition -FRSONLY-

    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).

    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,
    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

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 4:27 PM
    To: Notaro, Rosanne; Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
    Subject: Re: Meeting with RBC re acquisition -FRSONLYThanks, Roseanne.
    I will have specific dates soon, but the Friday seems unlikely. We will try to push it to the following
    week if needed.

    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).

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 11:57 AM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Notaro, Rosanne
    Subject: Meeting with RBC re acquisition -FRSONLY-

    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.

    From: Parks, Silvia


    Sent: Thursday, December 18, 2014 10:33 AM
    To: Smith, David A
    Subject: Meeting with RBC on upcoming acquisition -FRSONLY-

    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

    From: Hurwitz, Ivan


    Sent: Thursday, December 18, 2014 1:23 PM
    To: Parks, Silvia
    Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard; Notaro, Rosanne
    Subject: RE: Meeting with RBC re acquisition -FRSONLY-

    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).

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 4:27 PM
    To: Notaro, Rosanne; Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
    Subject: Re: Meeting with RBC re acquisition -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
    (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
    (above).

    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).

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 11:57 AM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Notaro, Rosanne
    Subject: Meeting with RBC re acquisition -FRSONLY-

    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.

    Time: either 11am or 2pm for 1.5 hours

    2.

    List of Participants: Name, Title, Firm, for each individual.

    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]

    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 message was secured in transit. ZFRSSE

    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).

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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).

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    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

    From: Althea Pieters [mailto:althea.n.pieters@frb.gov]


    Sent: Friday, December 19, 2014 9:18 AM
    To: Parks, Silvia
    Subject: RE: RBC meeting confirmed for Dec 30 at 11am -FRSONLY-

    RESTRICTED FR
    Thanks Silvia,

    I have no other person to add to the invite list.


    Althea
    From: Silvia Parks (FRS)
    Sent: Friday, December 19, 2014 9:15 AM
    To: Althea Pieters
    Subject: RBC meeting confirmed for Dec 30 at 11am -FRSONLY-

    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)

    FR Board Attendees (will dial in):


    Althea Pieters, Supervision (might attend in person)
    Alison Thro, Legal
    Michael Waldron, Legal
    Betsy Howes-Bean, Applications

    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.
    *~*~*~*~*~*~*~*~*~*

    -----Original Appointment----From: Parks, Silvia


    Sent: Friday, December 19, 2014 9:48 AM
    To: Parks, Silvia; Smith, David A; Yee, Rosalie; Davis, George; Pieters, Althea N (Board); Thro, Alison M (BOARD); Waldron, Michael W
    (BOARD); Howes-Bean, Betsy E (Board)
    Cc: Meadow, Patricia; Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org <mailto:Marilyn.Arbuthnott@ny.frb.org> ); Hurwitz, Ivan; Notaro,
    Rosanne; Charlton, Richard
    Subject: 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
    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:
    Start:
    End:
    Location:

    Paulino, Framil on behalf of Arbuthnott, Marilyn


    Parks, Silvia
    Tentative: 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

    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:

    Paulino, Framil on behalf of Meadow, Patricia


    Parks, Silvia
    Tentative: 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:

    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,

    (b)(5) & (8)

    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)

    From: Davis, George


    Sent: Tuesday, December 16, 2014 03:23 PM
    To: Yee, Rosalie
    Subject: RE: RBC -FRSONLY-

    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-

    See if Josh can tell us more. (b)(5)

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Monday, December 15, 2014 12:00 PM
    To: Davis, George; Yee, Rosalie
    Subject: 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).

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 4:27 PM
    To: Notaro, Rosanne; Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Davis, George; Steffey, Brian; Charlton, Richard
    Subject: Re: Meeting with RBC re acquisition -FRSONLYThanks, Roseanne.

    DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
    (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on December 17, 2014 at 5:22pm
    (above).

    From: Hurwitz, Ivan


    Sent: Tuesday, December 16, 2014 12:59 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).

    DUPLICATE - An identical copy of this email is contained in the email chain on December 16, 2014 at 4:23pm
    (above).

    From: Parks, Silvia


    Sent: Tuesday, December 16, 2014 11:57 AM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie; McCune, Crystall; Notaro, Rosanne
    Subject: Meeting with RBC re acquisition -FRSONLY-

    RESTRICTED FR
    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).

    From:
    To:
    Cc:
    'DWH
    Subject:

    Charlton, Richard on behalf of Parks, Silvia


    Kung, Catherine (catherine.kung@ny.frb.org); Smith, David A; Yee, Rosalie; Davis, George; Pieters, Althea N
    (Board); Thro, Alison M (BOARD); Waldron, Michael W (BOARD); Howes-Bean, Betsy E (Board)
    Meadow, Patricia; Arbuthnott, Marilyn; Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard
    0RQGD\'HFHPEHU$0
    FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-

    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.

    -----Original Appointment----From: Parks, Silvia


    Sent: Friday, December 19, 2014 9:48 AM
    To: Parks, Silvia; Smith, David A; Yee, Rosalie; Davis, George; Pieters, Althea N (Board); Thro, Alison M (BOARD); Waldron, Michael W
    (BOARD); Howes-Bean, Betsy E (Board)
    Cc: Meadow, Patricia; Arbuthnott, Marilyn; Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard
    Subject: 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

    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:
    Start:
    End:
    Location:

    Microsoft Outlook on behalf of Charlton, Richard


    Parks, Silvia
    Meeting Forward Notification: 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

    Your meeting was forwarded


    Charlton, Richard <mailto:richard.charlton@ny.frb.org> has forwarded your meeting request to additional recipients.
    Meeting
    Placeholder for meeting with RBC re upcoming acquisition-FRSONLYMeeting Time
    Tuesday, December 30, 2014 11:00 AM-12:30 PM.
    Recipients
    Kung, Catherine <mailto:catherine.kung@ny.frb.org>
    All times listed are in the following time zone: (UTC-05:00) Eastern Time (US & Canada)
    _____
    Sent by Microsoft Exchange Server 2010

    From:
    To:
    Cc:
    Subject:

    Betsy Howes-Bean on behalf of Silvia Parks (FRS)


    Joshua Sherwin; David A Smith (FRS); Rosalie Yee (FRS); George Davis (FRS); Althea Pieters; Alison Thro;
    Michael Waldron; Betsy Howes-Bean
    Patricia Meadow (FRS); Marilyn Arbuthnott (FRS); Ivan Hurwitz (FRS); Rosanne Notaro (FRS); Richard Charlton
    (FRS)
    FW: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-

    INTERNAL FR

    -----Original Appointment----From: Silvia Parks (FRS)


    Sent: Friday, December 19, 2014 9:48 AM
    To: Silvia Parks (FRS); David A Smith (FRS); Rosalie Yee (FRS); George Davis (FRS); Althea Pieters; Alison Thro; Michael Waldron; Betsy HowesBean
    Cc: Patricia Meadow (FRS); Marilyn Arbuthnott (FRS); Ivan Hurwitz (FRS); Rosanne Notaro (FRS); Richard Charlton (FRS)
    Subject: 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

    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:
    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

    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.
    Scott, Valerie:
    I wanted to follow up on our below correspondence regarding a meeting on January 5th, and ask if a
    morning meeting would be possible? We can be available any time after 9:30 or 10. I realize it may
    be a busy day given that its the first full work week after the holidays, so I appreciate whatever time
    may be available.
    At this point, the following persons would attend for RBC:
    Dave McKay, President and CEO; Mark Hughes, Chief Risk Officer; Francine Blackburn, EVP for
    Regulatory and Government Affairs and Chief Compliance Officer; Mike Dobbins, EVP for Product
    Development; Don Toumey, Partner, Sullivan & Cromwell; and me. There may be one or two
    others, as well; I will forward their names and titles as soon as possible.
    Thanks again.

    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

    From: Maher, Shawn


    Sent: 2014, December, 16 7:42 PM
    To: 'Scott Alvarez'
    Cc: Valerie Delaney
    Subject: RE: Following up on call last week

    Thanks, Scott. Same to you and yours.


    Valerie, I look forward to connecting at your convenience.

    Thanks again and kind regards,


    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

    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

    ________________________________________
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    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

    Thanks very much, Scott. Happy holidays to you, as well.


    All the best,
    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.

    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).

    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
    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, 16 7:42 PM
    To: 'Scott Alvarez'
    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).

    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 [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
    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).

    ________________________________________
    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
    8:14am (above).

    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).

    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
    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, 16 7:42 PM
    To: 'Scott Alvarez'
    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: 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 [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
    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.

    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:

    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

    Silvia, good afternoon, what is the official name of this meeting?


    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-

    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.

    I will be in touch again before then. 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

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Friday, December 19, 2014 1:24 AM
    To: Parks, Silvia
    Subject: RE: Meeting on Dec 30 -ZFRSSEDUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:24am
    (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:

    Parris, Yvonne on behalf of NY FISG LIFI Admin Team


    Parks, Silvia; NY FISG LIFI Admin Team
    RE: Confirmed Meeting on Dec 30 at 11am-FRSONLYTuesday, December 23, 2014 1:18:44 PM

    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).

    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.
    DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 12:42pm
    (above).

    --- Originally sent by silvia.parks@ny.frb.org on Dec 19, 2014 4:45 PM ---

    DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 12:42pm (above).

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Friday, December 19, 2014 1:24 AM
    To: Parks, Silvia
    Subject: RE: Meeting on Dec 30 -ZFRSSEDUPLICATE - An identical copy of this email is contained in the email chain on December 19, 2014 at 1:24am (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

    (b)(4), (5) & (8)

    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-

    Thanks, Yvonne. So 11:30am to 1pm is my only choice, right?


    It should be fine. Let's hold 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: Parris, Yvonne


    Sent: Tuesday, December 23, 2014 01:23 PM
    To: Shamel, Angela
    Cc: Parks, Silvia
    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

    Yvonne I have a room avail at 11:30 am but not at 11:00 AM.


    Please advise.
    From: Parris, Yvonne
    Sent: Tuesday, December 23, 2014 12:55 PM
    To: NY Executive Conference Room Reservation Request
    Cc: Shamel, Angela
    Subject: 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.

    Yvonne Parris | Executive Assistant


    Financial Institution Supervision Group
    T--.212.720.1598

    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, let me check.


    From: Parks, Silvia
    Sent: Tuesday, December 23, 2014 3:18 PM
    To: Parris, Yvonne
    Subject: Re: Royal Bank of Canada - Conference Room Request -FRSONLY-

    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).

    From: Parris, Yvonne


    Sent: Tuesday, December 23, 2014 01:23 PM
    To: Shamel, Angela
    Cc: Parks, Silvia
    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).

    From: Shamel, Angela


    Sent: Tuesday, December 23, 2014 1:07 PM
    To: Parris, Yvonne
    Subject: RE: Royal Bank of Canada - Conference Room Request

    DUPLICATE - An identical copy of this email is contained in the email chain


    on December 23, 2014 at 3:02pm (above).

    From: Parris, Yvonne


    Sent: Tuesday, December 23, 2014 12:55 PM
    To: NY Executive Conference Room Reservation Request

    Cc: Shamel, Angela


    Subject: Royal Bank of Canada - Conference Room Request

    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:

    Parris, Yvonne on behalf of NY FISG LIFI Admin Team


    Parks, Silvia
    RE: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLYTuesday, December 23, 2014 4:57:05 PM
    image001.png

    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

    From: Parris, Yvonne On Behalf Of NY FISG LIFI Admin Team


    Sent: Tuesday, December 23, 2014 3:33 PM
    To: Shamel, Angela

    Subject: FW: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLY-

    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

    (b)(4), (5) & (8)

    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

    (b)(4), (5) & (8)

    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-

    We have a room that seats 20


    12 -15 around the table and the rest around the room.
    Is this sufficient?

    From: Parris, Yvonne On Behalf Of NY FISG LIFI Admin Team


    Sent: Tuesday, December 23, 2014 5:19 PM
    To: 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

    From: Parris, Yvonne On Behalf Of NY FISG LIFI Admin Team


    Sent: Tuesday, December 23, 2014 3:33 PM
    To: Shamel, Angela
    Subject: FW: Dec 30 meeting - 11 am for 1.5 hrs -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at
    4:57pm (above).

    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

    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:

    Betsy Howes-Bean on behalf of NY FISG LIFI Admin Team


    Joshua Sherwin; 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
    Patricia Meadow (FRS); Marilyn Arbuthnott (FRS)
    FW: RBC meeting re upcoming acquisition - Details -FRSONLY-

    INTERNAL FR

    -----Original Appointment----From: NY FISG LIFI Admin Team


    Sent: Monday, December 29, 2014 9:38 AM
    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
    <mailto:francine.blackburn@rbc.com> ; howard.plotcin@rbccm.com <mailto: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
    Date: Tuesday December 30
    Time: 11:00 12:30
    Location: 33 Liberty Street, 11th Floor Conference Room A
    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:

    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

    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

    -----Original Appointment----From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov] On Behalf Of NY FISG LIFI Admin


    Team
    Sent: Monday, December 29, 2014 9:46 AM
    To: Parks, Silvia
    Subject: Fw: FW: RBC meeting re upcoming acquisition - Details -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
    Hi Silvia,
    Will there be a call-in number?
    Thanks
    INTERNAL FR

    -----Original Appointment----From: NY FISG LIFI Admin Team


    Sent: Monday, December 29, 2014 9:38 AM

    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

    Date: Tuesday December 30


    Time: 11:00 12:30
    Location: 33 Liberty Street, 11th Floor Conference Room A

    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:
    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

    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: 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?

    -----Original Appointment----From: Silvia Parks (FRS)


    Sent: Friday, December 19, 2014 9:48 AM
    To: Silvia Parks (FRS); David A Smith (FRS); Rosalie Yee (FRS); George Davis (FRS); Althea Pieters;
    Alison Thro; Michael Waldron; Betsy Howes-Bean
    Cc: Patricia Meadow (FRS); Marilyn Arbuthnott (FRS); Ivan Hurwitz (FRS); Rosanne Notaro (FRS);
    Richard Charlton (FRS)
    Subject: 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

    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:

    Cc:
    Subject:
    Start:
    End:
    Location:

    Parris, Yvonne on behalf of 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)"
    Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
    RBC meeting re upcoming acquisition - Dial in
    Tuesday, 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

    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)

    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:

    Parks, Silvia on behalf of NY FISG LIFI Admin Team


    Kung, Catherine; 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)"
    Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
    FW: RBC meeting re upcoming acquisition - Dial in
    Tuesday, 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

    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)

    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:

    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-

    DUPLICATE - An identical copy of this email chain is contained in


    the email chain on December 29, 2014 at 10:31am (above).

    -----Original Appointment----From: NY FISG LIFI Admin Team


    Sent: Monday, December 29, 2014 9:38 AM
    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

    Date: Tuesday December 30


    Time: 11:00 12:30
    Location: 33 Liberty Street, 11th Floor Conference Room A

    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

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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

    That would be greatthank you. Please let us know what happens.


    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: Kung, Catherine


    Sent: Monday, December 29, 2014 11:53 AM
    To: Charlton, Richard
    Subject: RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-

    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

    Subject: RE: Placeholder for meeting with RBC re upcoming acquisition-FRSONLY-

    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).

    -----Original Appointment----From: Parks, Silvia


    Sent: Friday, December 19, 2014 9:48 AM
    To: Parks, Silvia; Smith, David A; Yee, Rosalie; Davis, George; Pieters, Althea N (Board); Thro, Alison M
    (BOARD); Waldron, Michael W (BOARD); Howes-Bean, Betsy E (Board)
    Cc: Meadow, Patricia; Arbuthnott, Marilyn; Hurwitz, Ivan; Notaro, Rosanne; Charlton, Richard
    Subject: 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-

    Catherine Kung will attend from Legal. 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:
    Cc:
    Subject:

    Charlton, Richard
    NY FISG LIFI Admin Team
    Kung, Catherine (catherine.kung@ny.frb.org)
    Declined: RBC meeting re upcoming acquisition - Dial in

    Catherine Kung will represent Legal. 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:

    Cc:
    Subject:

    Charlton, Richard on behalf of NY FISG LIFI Admin Team


    Kung, Catherine (catherine.kung@ny.frb.org); 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)"
    Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
    FW: RBC meeting re upcoming acquisition - Dial in

    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.

    -----Original Appointment----From: Parris, Yvonne On Behalf Of NY FISG LIFI Admin Team


    Sent: Monday, December 29, 2014 10:28 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 ( HYPERLINK "mailto:Howard.Plotkin@rbccm.com" 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)

    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:

    Cc:
    Subject:

    Charlton, Richard on behalf of NY FISG LIFI Admin Team


    Kung, Catherine (catherine.kung@ny.frb.org); 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)"
    Meadow, Patricia; Arbuthnott, Marilyn; Sherwin, Joshua M (Board)
    FW: RBC meeting re upcoming acquisition - Dial in

    Here is what I think is supposed to be the same meeting:


    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.

    -----Original Appointment----From: 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; HYPERLINK
    "mailto:francine.blackburn@rbc.com" francine.blackburn@rbc.com; 'Howard Plotkin ( HYPERLINK "mailto:Howard.Plotkin@rbccm.com"
    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)

    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:
    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

    160-page attachment withheld in full pursuant to exemptions 4 & 8.

    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

    Catherine Kung will attend for Legal. 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:
    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

    Excellent. Thanks for the prompt response.


    ----- Original Message ----From: Hurwitz, Ivan
    Sent: Monday, December 29, 2014 0:32 PM
    To: Baxter, Thomas; Hansen, Joyce
    Cc: Yee, Rosalie; Davis, George
    Subject: Re: RBC acquisition
    DUPLICATE - An identical copy of this email is contained in the email chain on December 29, 2014 at
    5:35pm (above).

    ----- Original Message ----From: Baxter, Thomas


    Sent: Monday, December 29, 2014 04:59 PM
    To: Hansen, Joyce; Hurwitz, Ivan
    Subject: RBC acquisition

    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

    If you have a minute, lets talk today or in the morning.


    I(b)(5) & (8)
    Thanks.

    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).

    --- Originally sent by silvia.parks@ny.frb.org on Dec 19, 2014 4:45 PM ---

    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).

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Friday, December 19, 2014 1:24 AM
    To: Parks, Silvia
    Subject: RE: Meeting on Dec 30 -ZFRSSE-

    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).

    CONFIDENTIAL TREATMENT REQUESTED

    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.

    CONFIDENTIAL TREATMENT REQUESTED

    Executive summary
    RBC plans to expand its U.S. banking business through a targeted acquisition of City National, a Commercial and Private

    Banking organization based in Los Angeles, California


    The proposed acquisition would provide RBC the opportunity to enhance its existing U.S. presence significantly and
    advance its strategic objectives at attractive risk-adjusted returns
    RBC has spent considerable time over the past 24 months evaluating a range of business models and client segments
    that demonstrate strong profit and growth profiles and align well with RBCs U.S. and global capabilities
    City National has a differentiated franchise, delivering a comprehensive banking and wealth management product suite
    to commercial and high net worth individuals through a high-touch service model
    There are significant complementarities between City National and RBCs U.S. Wealth Management and Capital
    Markets businesses, and the acquisition of City National diversifies earnings in RBCs U.S. franchise
    (b)(4)

    The proposed transaction is still being negotiated and is subject to approval by both the City National and RBC Boards

    CONFIDENTIAL TREATMENT REQUESTED

    Transaction summary

    RBC is in advanced discussions to acquire City National


    Transaction
    structure

    Forward merger of City National with and into RBC USA Holdco Corporation (Holdco), an

    existing direct subsidiary of RBC, with Holdco surviving


    City National Bank, a national bank wholly-owned by City National, will continue as a

    wholly-owned subsidiary of Holdco


    Consideration

    (b)(4)

    (b)(4)
    Pro forma
    capital structure

    Russell Goldsmith will continue as Chairman and CEO of City National Bank

    Mr. Goldsmith will report directly to RBC CEO


    Management

    CEO of RBC U.S. Wealth Management will report to Mr. Goldsmith


    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED

    RBC company overview


    Franchise highlights (as of October 31, 2014)
    Headquarters

    Toronto, Canada

    Branches

    ~1,400 branches

    Employees

    ~78,000

    Clients

    ~16mm

    Market capitalization

    $98.5bn USD

    Assets

    $834.3bn

    Net income after taxes (NIAT)

    $8.3bn

    Return on equity

    19.0%

    CET1 ratio

    9.9%

    Diversified earnings by LOB and geography


    (b)(4)

    2014 NIAT: $8.3bn USD

    Lines of business
    Personal &
    Commercial Banking
    Operates in Canada, the

    Caribbean, and the U.S. and


    comprises personal and
    business banking operations,
    as well as auto financing and
    retail investment businesses
    #1 or #2 market share in all

    Canadian banking retail


    product categories
    Largest distribution network in

    Canada

    Wealth Management

    Insurance

    Serves affluent, high net worth

    Provides a wide range of life,

    and ultra-high net worth clients


    mainly in Canada, the U.S.,
    the U.K., Channel Islands,
    continental Europe, and Asia
    with a comprehensive suite of
    investment, trust, banking,
    credit and other solutions
    Also provides asset

    management products and


    services directly to institutional
    and individual clients

    Recognized as the Global

    Top 5 global wealth manager

    Retail Bank of the Year

    #1 in Canada in mutual funds

    health, home, auto, travel,


    wealth and reinsurance
    products and solutions
    Products are offered through

    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

    Investor & Treasury


    Services
    Serves the needs of

    institutional investing clients by


    providing asset servicing,
    custodial, advisory, financing
    and other services to
    safeguard assets, maximize
    liquidity and manage risk
    Also provide short-term

    funding and liquidity


    management for RBC
    Best overall global custodian

    Capital Markets
    Serves companies,

    institutional investors,
    governments, central banks
    Offers corporate and

    investment banking, equity


    and debt origination and
    distribution, and structuring
    and trading
    #1 investment bank in Canada

    across Equity, Debt, and M&A


    for the 7th consecutive year;
    Recognized as the Most

    Trusted Investment Bank in


    the World

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of RBCs current U.S. presence


    (b)(4)

    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

    investors and large


    corporates

    Retail high net worth


    350K households served
    181K cross-border and

    Banking

    Wholesale mid-

    corporate, institutional
    investors, and large
    corporates

    Capital
    Markets

    Wealth
    Management

    Client focus

    RBC Wealth Management


    clients
    (b)(4)

    and affluent

    High value Canadian

    Bank and U.S. WM


    relationships

    Overview

    Strong brand/reputation among clients


    Industry expertise and proven ability to

    cross-sell ancillary services

    Small/mid-cap U.S. equities capabilities


    Strong institutional relationships;

    institutional sales force of 40+ people

    8th largest U.S. full service brokerage firm


    Established client base with offices in 42

    states
    Proven capability to serve needs of

    Canadian cross-border clients through a


    direct banking model (no branches)
    Existing bank charter
    4

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview


    Franchise highlights (as of September 30, 2014)
    Founded

    City National U.S. footprint

    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

    Client focus and go-to-market strategy


    Businesses: $1-250mm in revenue

    Diversified commercial client base


    In geographic footprint

    National

    Individuals: $1mm+ in assets, $250k+ in income

    Entertainment

    Equipment leasing

    High-touch and high-tech

    Real estate

    Asset-based lending

    Legal services

    Franchise finance

    Technology

    Mortgage warehouse
    banking

    Focus on financial solutions for entrepreneurs and


    professionals, their businesses and families, with hightouch customer service
    Differentiated technology, including Datafaction for
    business management firms, high net worth financial
    planners and CPAs
    Source: Company filings

    Healthcare
    Corporate banking

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview (continued)


    Loan composition1

    Financial highlights ($mm)


    (b)(4)

    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%

    Net interest margin

    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)

    Source: Company website, filings and investor presentation; SNL Financial


    1 GAAP loan composition as of September 30, 2014; GAAP deposit composition as of June 30, 2014
    2

    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview (continued)


    Total loan portfolio: $17.2bn
    Real estate construction
    2%
    Lease financing
    4%
    Commercial real
    estate mortgages
    19%

    Residential mortgages (average)

    Installment
    1%

    Loan size

    Consumer: 31%
    Residential
    mortgages
    27%

    Commercial: 69%

    Commercial &
    Industrial
    43%

    $1.0mm

    Home equity
    loans and lines of
    credit
    4%

    Commercial & Industrial

    FICO score

    753

    LTV :
    Property value weighted
    Outstanding weighted

    44%
    54%

    NCOs / average loans


    $mm

    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.

    CONFIDENTIAL TREATMENT REQUESTED

    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

    has deep experience:


    Strategic
    fit

    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

    supported by strong risk management and compliance culture


    Asset sensitive: meaningful earnings contribution from rising rates
    Outstanding management team and strong cultural fit

    (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

    CONFIDENTIAL TREATMENT REQUESTED

    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

    RBCs Wealth Management products and clients


    Opportunities to deepen client relationships and extend reach across RBC Capital Markets and

    City Nationals commercial and specialty-banking clients

    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

    Similar focus on commercial and high net worth clients


    Conservative credit culture and diversified loan portfolio
    Strong focus on customer service and regulatory compliance

    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

    CONFIDENTIAL TREATMENT REQUESTED

    (b)(4)

    10

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of key transaction terms

    (b)(4)
    (b)(4)

    Consideration

    (b)(4)

    (b)(4)

    (b)(4)

    Corporate and
    governance
    structure

    City National Bank headquarters: Los Angeles, California


    Russell Goldsmith will continue as Chairman and CEO of City National Bank

    Mr. Goldsmith will report directly to RBC CEO


    CEO of RBC U.S. Wealth Management will report to Mr. Goldsmith
    City National Bank Board composition: To be determined prior to close

    11

    CONFIDENTIAL TREATMENT REQUESTED

    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

    Resulting corporate structure

    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

    surviving as a wholly-owned subsidiary of RBC and existing Holdco


    common stock remaining outstanding
    At closing, RBC issues stock consideration in the merger to City
    National stockholders, and Holdco pays cash consideration in the
    merger to City National stockholders
    At closing, Holdco ((b)(4)
    (ii) issues Holdco common stock or a new
    class of preferred stock to RBC in an amount equal to the fair market
    value of the RBC common shares issued to City National stockholders
    in the merger and the RBC preferred shares issued to mirror the
    preferred shares issued to the holders of preferred shares of City
    National
    At closing, holders of all preferred shares of City National will be
    converted into preferred shares of RBC with substantially similar terms
    Holdco to be designated as RBCs U.S. intermediate holding company
    as of July 2016; all other RBC U.S. companies are expected to be
    moved under Holdco by October 31, 2016

    12

    CONFIDENTIAL TREATMENT REQUESTED

    Timeline to date

    Evaluating U.S. opportunities

    Preliminary discussions

    Due diligence

    Dec 12 Ongoing

    Aug 14 Nov 14

    Nov 14 Dec 14

    Evaluating U.S. strategy

    Initial meetings with City National

    Conduct due diligence

    Identifying potential targets in the

    Preliminary discussions and

    Document review

    U.S.
    Analyzing strategic fit of potential

    targets with RBC franchise and


    strategic objectives

    diligence among the parties


    Preliminary discussions with

    Federal Reserve, Office of the


    Comptroller of the Currency and
    Office of the Superintendent of
    Financial Institutions

    Management meetings
    Financial modeling
    Negotiation of terms
    Discussions with regulators

    13

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence overview


    (b)(4)

    14

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence key areas of review


    (b)(4)

    15

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence key areas of review (continued)


    (b)(4)

    16

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence teams


    (b)(4)

    17

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of City Nationals compliance program


    (b)(4)

    18

    CONFIDENTIAL TREATMENT REQUESTED

    BSA/AML and sanctions compliance framework


    (b)(4)

    19

    CONFIDENTIAL TREATMENT REQUESTED

    Preliminary view Executive management


    (b)(4)

    20

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet City National


    2016 2020
    As at Oct 31, 2014
    City National
    For each year ended December 31,

    Balance sheet

    City National City National


    Bank

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma income statement City National


    2016 2020

    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)

    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
    Minority interest/preferred
    NIAT to common
    Deal/integration costs/legal
    Intangibles/fair value mark amortization
    U.S. GAAP NIAT

    (b)(4)

    22

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet Holdco


    2015 2017
    For each year ended December 31,

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma income statement Holdco


    2015 2017
    For each year ended December 31,

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet RBC consolidated


    2015 2019
    CAD $millions; for each RBC FY ended Oct 31

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma income statement and financial highlights RBC consolidated
    2015 2019
    2015

    CAD $millions; for each RBC FY ended Oct 31

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Regulatory approval criteria under the Bank Holding Company Act


    Category

    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

    RBCs management team

    Both RBC and City National have received satisfactory Community Reinvestment Act ratings

    stability

    Secrecy Act

    27

    CONFIDENTIAL TREATMENT REQUESTED

    Community Reinvestment Act ratings

    RBC

    City National

    Entity

    RBC Bank (Georgia), N.A.

    City National National Bank

    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

    RBC / City National combination


    City National currently has a 10-year, $17.5bn California Community Commitment (2008-2017) and is in regular

    dialogue with California community groups


    RBC and City National plan to proactively meet with community groups shortly after announcement of the

    transaction to describe the transaction and discuss the organizations commitments to their communities
    28

    CONFIDENTIAL TREATMENT REQUESTED

    Financial Stability considerations for RBC U.S. combined operations


    The size of RBCs pro forma U.S. operations will not result in a material increase in risks to U.S. financial

    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,

    which are primarily Commercial Banking and Wealth Management oriented


    City National does not utilize significant wholesale funding, credit default swaps or other material derivatives

    Interconnectedness

    The merger will result in only a minimal increase in the exposure of RBCs U.S. operations or of Holdco to other

    financial institutions or interconnections with U.S. markets


    City National does not have complex operations or engage in complex activities
    The merger will not contribute to the overall complexity of the U.S. banking or financial system, and does not

    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

    experience financial distress

    Cross-Border
    Activity
    Liabilities
    Concentration Limit

    City National does not engage in any significant cross-border activities


    RBC does not expect to significantly expand cross-border activities of U.S. operations as a result of the merger

    On a consolidated basis, RBCs U.S. operations would have substantially less than 10% of the aggregated

    consolidated liabilities of all financial companies in the U.S. (<1%)

    Based on FDIC Statistics on Depository Institutions Report; Includes total liabilities for all commercial banks as of 9/30/2014

    29

    CONFIDENTIAL TREATMENT REQUESTED

    Dodd-Frank Act Stress Testing City National


    (b)(4)

    30

    CONFIDENTIAL TREATMENT REQUESTED

    Bank Holding Company

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Impact on FBO Implementation Plan


    Holdco will be designated as RBCs IHC no later than July 1, 2016
    (b)(4) & (8)

    Organization
    structure and
    governance

    Financial and
    regulatory
    reporting

    Risk management
    and stress testing

    Implementation
    Plan

    (b)(4) & (8)


    32

    CONFIDENTIAL TREATMENT REQUESTED

    Impact on FBO Implementation Plan (continued)


    (b)(4) & (8)
    Capital
    planning

    Liquidity
    planning

    (b)(4) & (8)

    33

    CONFIDENTIAL TREATMENT REQUESTED

    Key RBC integration objectives


    (b)(4)

    Business strategy

    Governance and
    management

    Operations

    Technology

    Risk management

    Key stakeholders
    34

    CONFIDENTIAL TREATMENT REQUESTED

    Integration milestones and timeline


    Integration
    planning

    Months 1-3

    Months 4-6

    Months 7-9

    Months 10-12+

    (b)(4)

    35

    CONFIDENTIAL TREATMENT REQUESTED

    Timeline and next steps


    (b)(4)

    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:

    Silvia Parks (FRS)


    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)
    Patricia Meadow (FRS); Marilyn Arbuthnott (FRS); Joshua Sherwin
    RBC meeting re upcoming acquisition - Presentation-FRSONLYTuesday, December 30, 2014 9:44:53 AM
    2014-12-28 Laker - Bay Regulatory Presentation_vFINAL.pdf

    RESTRICTED FR
    Please find attached the RBCs presentation and an updated list of attendees. Laker-Bay is
    RBCs code name for the transaction.

    List of attendees from RBC and external counsel:


    Mike Dobbins, EVP, Personal Finance Canada and US Banking, RBC
    Anthony Pagano, Chief Counsel, M&A, 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 (phone)
    Shawn Maher, VP & Managing Director, Regulatory & Government Affairs USA, RBC
    Francine Blackburn, EVP Regulatory & Government Affairs and Chief Compliance Officer, RBC
    Don Toumey, Partner, Sullivan & Cromwell
    Rodge Cohen, Partner, Sullivan& Cromwell
    Andrew Gerlach, Partner, Sullivan & Cromwell
    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

    -----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

    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

    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:

    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

    I will be out of the office until Monday, January 5.

    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

    Supervisory Financial Analyst


    Large and Foreign Banking Organizations
    Banking Supervision and Regulation|Federal Reserve Board
    PH: 202.452.3397 |BB: 202.834.3057|althea.n.pieters@frb.gov

    From: Silvia Parks (FRS)


    Sent: Tuesday, December 30, 2014 9:58 AM
    To: Althea Pieters
    Subject: FW: Re: Re: Confirmed Meeting on Dec 30 at 11am-FRSONLY-

    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

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, December 29, 2014 11:0 PM
    To: Parks, Silvia
    Subject: RE: Re: Re: Confirmed Meeting on Dec 30 at 11am-ZFRSSESilvia, 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
    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:
    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).

    From: Silvia Parks (FRS)


    Sent: Tuesday, December 30, 2014 9:58 AM
    To: Althea Pieters
    Subject: FW: Re: Re: Confirmed Meeting on Dec 30 at 11am-FRSONLY-

    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).

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, December 29, 2014 11:0 PM
    To: Parks, Silvia
    Subject: RE: Re: Re: Confirmed Meeting on Dec 30 at 11am-ZFRSSEDUPLICATE - 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

    19-page attachment withheld in full pursuant to exemptions 4 & 8.

    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).

    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).

    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

    From: Rosalie Yee (FRS)


    Sent: Tuesday, December 30, 2014 10:44 AM Eastern Standard Time
    To: Michael Waldron; Alison Thro; Betsy Howes-Bean
    Cc: George Davis (FRS)
    Subject: RBC -FRSONLY-

    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

    From: Yee, Rosalie


    Sent: Tuesday, December 30, 2014 3:08 PM
    To: Sherwin, Joshua M (Board)
    Cc: Davis, George
    Subject: FW: Report in WISDM -FRSONLY-

    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:

    (b)(4) & (5)

    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)

    Let me know if I should send an update to Sarah,(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

    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

    From: Scott Alvarez


    Sent: Tuesday, December 30, 2014 4:34 PM
    To: 'shawn.maher@rbccm.com'
    Cc: Valerie Delaney
    Subject: Re: Following up re: meeting on January 5th.
    Shawn
    I got the documents this morning. See you next week! And hope you have a Happy New Year!
    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.

    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.

    Good morning, Scott.


    Per my message below of the 19th, I hope to send you later today or early tomorrow morning the
    materials we will be providing to the FRBNY for our meeting there tomorrow. Given that these
    materials contain market-sensitive information, do you prefer that they be sent via a secure email
    system, such as FRSecure? If so, can you or Valerie please provide instructions as to how to use
    this system?
    Many thanks.
    Shawn
    From: Maher, Shawn
    Sent: 2014, December, 23 8:2 AM
    To: 'scott.alvarez@frb.gov'
    Cc: '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).

    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).

    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).

    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).

    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
    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, 16 7:42 PM
    To: 'Scott Alvarez'
    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: 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).

    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.
    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:
    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

    From: Meadow, Patricia


    Sent: Wednesday, December 31, 2014 11:07 AM
    To: Parks, Silvia
    Subject: RE: RBC timeline update-FRSONLY-

    Thanks Silvia Happy New Year to you!


    RESTRICTED FR

    From: Parks, Silvia


    Sent: Wednesday, December 31, 2014 10:47 AM
    To: Dahlgren, Sarah
    Cc: Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
    Subject: RBC timeline update-FRSONLY-

    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)

    Best wishes for a joyful Holiday Season and a Happy 2015!


    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:

    Davis, George
    Yee, Rosalie
    RE: RBC Meeting Notes -FRSONLYWednesday, December 31, 2014 12:52:31 PM

    I will have time to work on drafting the notes on Friday.


    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, December 31, 2014 11:58 AM
    To: Davis, George
    Subject: RBC Meeting Notes -FRSONLY-

    Let me know what your timing is in term of getting me draft meeting notes. Thanks.

    From:
    To:
    Subject:
    Date:
    Attachments:

    Silvia Parks (FRS)


    Althea Pieters
    Investment Advisers and Ownership -FRSONLYWednesday, December 31, 2014 1:39:12 PM
    image001.png

    Althea,

    (b)(5) & (8)

    (b)(5) & (8)

    (b)(5) & (8)

    (b)(5) & (8)

    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

    Supervisory Financial Analyst


    Large and Foreign Banking Organizations
    Banking Supervision and Regulation|Federal Reserve Board
    PH: 202.452.3397 |BB: 202.834.3057|althea.n.pieters@frb.gov

    -FRSONLY-

    (b)(4) & (5)


    (b)(4) & (5)

    (b)(4) & (5)

    RESTRICTED - FR
    (b)(4) & (5)

    (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)

    Supervisory Ratings (b)(4), (5) &


    (8)

    (b)(4), (5) & (8)

    Page 2 of 5

    RESTRICTED - FR

    RBCs Potential Acquisition of City National


    City National (The Target)
    City National, organized in 1968, is a one-bank financial holding company headquartered in Los
    Angeles, California. As of September 30, 2014, City National reported TA of $32.0 billion, total
    deposits of $28.0 billion, total loans of $19.3 billion, assets under management of $49.1 billion,
    asset under management/administration of $61.2 billion, and net income of $68.7 million. The

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    CNB provides banking and investment


    services to small and medium-sized businesses, high net worth individuals, entrepreneurs, and
    professionals with an emphasis in the entertainment and real estate industries.
    Transaction
    (b)(4) & (5)

    Rationale for Transaction


    RBC postulates that the merger will provide the following benefits:
    x Enhance and complement RBCs presence in the U.S.;
    x Deepen client relationships and sharpen strategic focus on two attractive segments in which
    RBC has significant experience: (b)(4) & (5)
    ;
    x

    Financial Impact.

    Page 3 of 5

    RESTRICTED - FR

    DFA Supervisory Considerations - Potential Acquisition


    1. Financial Stability 3
    DFA requires the Board to assess the financial stability implications of mergers and acquisitions
    involving banks and certain non-bank financial institutions supervised by the Board. In analyzing
    the stability effects of a merger, staff will attempt to evaluate the degree to which the proposed
    merged entity could pose a risk to the stability of the financial system. Staff will use a variety of
    metrics 4 that will attempt to characterize the initial and resulting entitys systemic importance.
    These metrics can be broadly classified into five categories:
    x The size of the merging Financial Institutions (FIs);
    x A lack of substitute providers for the services offered by the merging FIs;
    x The degree of interconnectedness between the merging FIs and the rest of the financial
    system;
    x The complexity of the merging entities organizational structure and activities; and
    x The extent of cross-border activities of the merging FIs.
    2. Intermediate Holding Company (IHC) Implementation Implications
    Pursuant to the requirements of Regulation YY, has submitted an Implementation Plan which sets
    forth the progress and plans the institution will take to comply with Regulation YY. (b)(4) &
    (5)
    (b)(4) & (5)

    3. Managerial Resources and Governance


    (b)(4), (5) & (8)

    (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)

    4. 2014 Financial Condition


    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    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).

    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:
    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).

    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,

    -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).

    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,

    -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:

    Rosalie Yee (FRS)


    Betsy Howes-Bean
    RE: RBC -FRSONLYFriday, January 02, 2015 12:11:38 PM

    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)

    From: Betsy Howes-Bean [mailto:betsy.howes-bean@frb.gov]


    Sent: Friday, January 02, 2015 08:51 AM
    To: Yee, Rosalie
    Subject: RE: RBC -FRSONLY-

    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

    Manager, International Acquisitions and Activities


    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Rosalie Yee (FRS)
    Sent: Tuesday, December 30, 2014 10:44 AM
    To: Michael Waldron; Alison Thro; Betsy Howes-Bean
    Cc: George Davis (FRS)
    Subject: RBC -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on December 30, 2014 at
    1:44pm (above).

    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).

    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).

    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

    From: Smith, David A


    Sent: Friday, January 02, 2015 3:01 PM
    To: Parks, Silvia; Meadow, Patricia
    Cc: Arbuthnott, Marilyn
    Subject: RE: -FRSONLY- RBC application meeting in DC on Monday Jan 5

    RESTRICTED FR
    Thank you for the information
    We can wait for future meetings in DC if needed
    David

    From: Parks, Silvia


    Sent: Friday, January 02, 2015 3:00 PM
    To: Smith, David A; Meadow, Patricia
    Cc: Arbuthnott, Marilyn
    Subject: Re: -FRSONLY- RBC application meeting in DC on Monday Jan 5
    RBC will be using the same presentation they gave to us on December 30, so I expect it to be a very
    similar meeting. (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
    From: Smith, David A

    Sent: Friday, January 02, 2015 02:27 PM


    To: Meadow, Patricia; Parks, Silvia
    Cc: Arbuthnott, Marilyn
    Subject: RE: -FRSONLY- RBC application meeting in DC on Monday Jan 5

    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

    From: Meadow, Patricia


    Sent: Friday, January 02, 2015 2:25 PM
    To: Smith, David A; Parks, Silvia
    Cc: Arbuthnott, Marilyn
    Subject: RE: -FRSONLY- RBC application meeting in DC on Monday Jan 5
    No, I thought that it was mentioned at the meeting you had in NY on Dec 30 with Applications and
    RBC I believe it is at 9:30 at the Board with Scott Alvarez, General Counsel. I know that Althea
    Pieters and Kwayne Jennings will attend to represent BS&R, but I did not know if you wanted to go
    also I dont know if it will be a repeat of what was discussed on Dec. 30.
    If you do want to attend, let me know at I will get more details from Kwayne (b)(5)

    From: Smith, David A


    Sent: Friday, January 02, 2015 2:21 PM
    To: Meadow, Patricia; Parks, Silvia
    Cc: Arbuthnott, Marilyn
    Subject: RE: -FRSONLY- RBC application meeting in DC on Monday Jan 5

    Pat,
    Do you have any more details on the meeting? Time and place?
    David

    From: Meadow, Patricia


    Sent: Friday, January 02, 2015 2:20 PM
    To: Smith, David A; Parks, Silvia

    Cc: Arbuthnott, Marilyn


    Subject: -FRSONLY- RBC application meeting in DC on Monday Jan 5
    David,
    Happy New Year!
    If you or Silvia feel that you should go to this meeting, please make arrangements to go to DC.
    Marilyn is traveling without access to email, but I am sure that she would agree.
    Pat
    Patricia Meadow | Senior Vice President
    Financial Institution Supervision Group
    T--.212.720.6828

    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

    This message was sent securely using ZixCorp.

    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

    ------------------------------------------------------------------------This message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    CONFIDENTIAL TREATMENT REQUESTED

    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.

    Certain slides have been revised as of 1/3/15 and noted accordingly

    CONFIDENTIAL TREATMENT REQUESTED

    Executive summary
    RBC plans to expand its U.S. banking business through a targeted acquisition of City National, a Commercial and Private

    Banking organization based in Los Angeles, California


    The proposed acquisition would provide RBC the opportunity to enhance its existing U.S. presence significantly and
    advance its strategic objectives at attractive risk-adjusted returns
    RBC has spent considerable time over the past 24 months evaluating a range of business models and client segments
    that demonstrate strong profit and growth profiles and align well with RBCs U.S. and global capabilities
    City National has a differentiated franchise, delivering a comprehensive banking and wealth management product suite
    to commercial and high net worth individuals through a high-touch service model
    There are significant complementarities between City National and RBCs U.S. Wealth Management and Capital
    Markets businesses, and the acquisition of City National diversifies earnings in RBCs U.S. franchise
    (b)(4)

    The proposed transaction is still being negotiated and is subject to approval by both the City National and RBC Boards

    CONFIDENTIAL TREATMENT REQUESTED

    Transaction summary

    Revised

    RBC is in advanced discussions to acquire City National


    Transaction
    structure

    Forward merger of City National with and into RBC USA Holdco Corporation (Holdco), an

    existing direct subsidiary of RBC, with Holdco surviving


    City National Bank, a national bank wholly-owned by City National, will continue as a

    wholly-owned subsidiary of Holdco


    Consideration

    (b)(4)

    (b)(4)
    Pro forma
    capital structure

    Russell Goldsmith will continue as Chairman and CEO of City National Bank

    Mr. Goldsmith will report directly to RBC CEO


    Management

    CEO of RBC U.S. Wealth Management will report to Mr. Goldsmith


    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED

    RBC company overview


    Franchise highlights (as of October 31, 2014)
    Headquarters

    Toronto, Canada

    Branches

    ~1,400 branches

    Employees

    ~78,000

    Clients

    ~16mm

    Market capitalization

    $98.5bn USD

    Assets

    $834.3bn

    Net income after taxes (NIAT)

    $8.3bn

    Return on equity

    19.0%

    CET1 ratio

    9.9%

    Diversified earnings by LOB and geography


    (b)(4)

    2014 NIAT: $8.3bn USD

    Lines of business
    Personal &
    Commercial Banking
    Operates in Canada, the

    Caribbean, and the U.S. and


    comprises personal and
    business banking operations,
    as well as auto financing and
    retail investment businesses
    #1 or #2 market share in all

    Canadian banking retail


    product categories
    Largest distribution network in

    Canada

    Wealth Management

    Insurance

    Serves affluent, high net worth

    Provides a wide range of life,

    and ultra-high net worth clients


    mainly in Canada, the U.S.,
    the U.K., Channel Islands,
    continental Europe, and Asia
    with a comprehensive suite of
    investment, trust, banking,
    credit and other solutions
    Also provides asset

    management products and


    services directly to institutional
    and individual clients

    Recognized as the Global

    Top 5 global wealth manager

    Retail Bank of the Year

    #1 in Canada in mutual funds

    health, home, auto, travel,


    wealth and reinsurance
    products and solutions
    Products are offered through

    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

    Investor & Treasury


    Services
    Serves the needs of

    institutional investing clients by


    providing asset servicing,
    custodial, advisory, financing
    and other services to
    safeguard assets, maximize
    liquidity and manage risk
    Also provide short-term

    funding and liquidity


    management for RBC
    Best overall global custodian

    Capital Markets
    Serves companies,

    institutional investors,
    governments, central banks
    Offers corporate and

    investment banking, equity


    and debt origination and
    distribution, and structuring
    and trading
    #1 investment bank in Canada

    across Equity, Debt, and M&A


    for the 7th consecutive year;
    Recognized as the Most

    Trusted Investment Bank in


    the World

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of RBCs current U.S. presence


    (b)(4)

    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

    investors and large


    corporates

    Retail high net worth


    350K households served
    181K cross-border and

    Banking

    Wholesale mid-

    corporate, institutional
    investors, and large
    corporates

    Capital
    Markets

    Wealth
    Management

    Client focus

    RBC Wealth Management


    clients
    (b)(4)

    and affluent

    High value Canadian

    Bank and U.S. WM


    relationships

    Overview

    Strong brand/reputation among clients


    Industry expertise and proven ability to

    cross-sell ancillary services

    Small/mid-cap U.S. equities capabilities


    Strong institutional relationships;

    institutional sales force of 40+ people

    8th largest U.S. full service brokerage firm


    Established client base with offices in 42

    states
    Proven capability to serve needs of

    Canadian cross-border clients through a


    direct banking model (no branches)
    Existing bank charter
    4

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview


    Franchise highlights (as of September 30, 2014)
    Founded

    City National U.S. footprint

    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

    Client focus and go-to-market strategy


    Businesses: $1-250mm in revenue

    Diversified commercial client base


    In geographic footprint

    National

    Individuals: $1mm+ in assets, $250k+ in income

    Entertainment

    Equipment leasing

    High-touch and high-tech

    Real estate

    Asset-based lending

    Legal services

    Franchise finance

    Technology

    Mortgage warehouse
    banking

    Focus on financial solutions for entrepreneurs and


    professionals, their businesses and families, with hightouch customer service
    Differentiated technology, including Datafaction for
    business management firms, high net worth financial
    planners and CPAs
    Source: Company filings

    Healthcare
    Corporate banking

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview (continued)

    Revised
    Loan composition1

    Financial highlights ($mm)


    Year ended
    2011Y
    2012Y

    (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%

    Net interest margin

    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)

    Source: Company website, filings and investor presentation; SNL Financial


    1 GAAP loan composition as of September 30, 2014; GAAP deposit composition as of June 30, 2014
    2

    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED

    City National overview (continued)


    Total loan portfolio: $17.2bn
    Real estate construction
    2%
    Lease financing
    4%
    Commercial real
    estate mortgages
    19%

    Residential mortgages (average)

    Installment
    1%

    Loan size

    Consumer: 31%
    Residential
    mortgages
    27%

    Commercial: 69%

    Commercial &
    Industrial
    43%

    $1.0mm

    Home equity
    loans and lines of
    credit
    4%

    Commercial & Industrial

    FICO score

    753

    LTV :
    Property value weighted
    Outstanding weighted

    44%
    54%

    NCOs / average loans


    $mm

    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.

    CONFIDENTIAL TREATMENT REQUESTED

    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

    has deep experience:


    Strategic
    fit

    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

    supported by strong risk management and compliance culture


    Asset sensitive: meaningful earnings contribution from rising rates
    Outstanding management team and strong cultural fit

    (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

    CONFIDENTIAL TREATMENT REQUESTED

    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

    RBCs Wealth Management products and clients


    Opportunities to deepen client relationships and extend reach across RBC Capital Markets and

    City Nationals commercial and specialty-banking clients

    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

    Similar focus on commercial and high net worth clients


    Conservative credit culture and diversified loan portfolio
    Strong focus on customer service and regulatory compliance

    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

    CONFIDENTIAL TREATMENT REQUESTED

    (b)(4)

    10

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of key transaction terms

    ~(b)(4)
    (b)(4)

    Consideration

    (b)(4)

    Corporate and
    governance
    structure

    City National Bank headquarters: Los Angeles, California


    Russell Goldsmith will continue as Chairman and CEO of City National Bank

    Mr. Goldsmith will report directly to RBC CEO


    CEO of RBC U.S. Wealth Management will report to Mr. Goldsmith
    City National Bank Board composition: To be determined prior to close

    11

    CONFIDENTIAL TREATMENT REQUESTED

    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

    Resulting corporate structure

    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

    surviving as a wholly-owned subsidiary of RBC and existing Holdco


    common stock remaining outstanding
    At closing, RBC issues stock consideration in the merger to City
    National stockholders, and Holdco pays cash consideration in the
    merger to City National stockholders
    At closing, Holdco ((b)(4)
    (ii) issues Holdco common stock or a new
    class of preferred stock to RBC in an amount equal to the fair market
    value of the RBC common shares issued to City National stockholders
    in the merger and the RBC preferred shares issued to mirror the
    preferred shares issued to the holders of preferred shares of City
    National
    At closing, holders of all preferred shares of City National will be
    converted into preferred shares of RBC with substantially similar terms
    Holdco to be designated as RBCs U.S. intermediate holding company
    as of July 2016; all other RBC U.S. companies are expected to be
    moved under Holdco by October 31, 2016

    12

    CONFIDENTIAL TREATMENT REQUESTED

    Timeline to date

    Evaluating U.S. opportunities

    Preliminary discussions

    Due diligence

    Dec 12 Ongoing

    Aug 14 Nov 14

    Nov 14 Dec 14

    Evaluating U.S. strategy

    Initial meetings with City National

    Conduct due diligence

    Identifying potential targets in the

    Preliminary discussions and

    Document review

    U.S.
    Analyzing strategic fit of potential

    targets with RBC franchise and


    strategic objectives

    diligence among the parties


    Preliminary discussions with

    Federal Reserve, Office of the


    Comptroller of the Currency and
    Office of the Superintendent of
    Financial Institutions

    Management meetings
    Financial modeling
    Negotiation of terms
    Discussions with regulators

    13

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence overview


    (b)(4)

    14

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence key areas of review


    (b)(4)

    15

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence key areas of review (continued)


    (b)(4)

    16

    CONFIDENTIAL TREATMENT REQUESTED

    Due diligence teams


    (b)(4)

    17

    CONFIDENTIAL TREATMENT REQUESTED

    Overview of City Nationals compliance program


    (b)(4)

    18

    CONFIDENTIAL TREATMENT REQUESTED

    BSA/AML and sanctions compliance framework


    (b)(4)

    19

    CONFIDENTIAL TREATMENT REQUESTED

    Preliminary view Executive management


    (b)(4)

    20

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet City National*

    Revised

    2016 2020
    For year end Dec 31

    Balance sheet
    Cash/cash equivalents

    2014 (Oct 31)

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma income statement City National**

    Revised

    2016 2020
    For year end Dec 31

    2014 Estimate

    Income statement

    City
    National
    Bank

    Net interest income

    2016

    2017

    2018

    2019

    2020 Commentary

    City
    National
    Consol

    (b)(4)

    Non interest Income


    Total revenue
    Provision for credit losses (PCL)
    Non interest expense (NIE)
    Net income before taxes (NIBT)
    Income tax
    Net income after taxes (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

    (b)(4)
    **Financials presented here represent City National as standalone although it will be combined with RBC USA Holdco

    22

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet RBC USA Hold Co Corporation

    Revised

    2015 2017
    2015

    For each year end Dec 31 (U.S. GAAP)

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma income statement RBC USA Hold Co Corporation

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Summary pro forma balance sheet RBC consolidated

    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

    CONFIDENTIAL TREATMENT REQUESTED

    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)

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Regulatory approval criteria under the Bank Holding Company Act

    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

    RBCs management team

    Both RBC and City National have received satisfactory Community Reinvestment Act ratings

    stability

    Secrecy Act

    27

    CONFIDENTIAL TREATMENT REQUESTED

    Community Reinvestment Act ratings

    RBC

    City National

    Entity

    RBC Bank (Georgia), N.A.

    City National National Bank

    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

    RBC / City National combination


    City National currently has a 10-year, $17.5bn California Community Commitment (2008-2017) and is in regular

    dialogue with California community groups


    RBC and City National plan to proactively meet with community groups shortly after announcement of the

    transaction to describe the transaction and discuss the organizations commitments to their communities
    28

    CONFIDENTIAL TREATMENT REQUESTED

    Financial Stability considerations for RBC U.S. combined operations


    The size of RBCs pro forma U.S. operations will not result in a material increase in risks to U.S. financial

    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,

    which are primarily Commercial Banking and Wealth Management oriented


    City National does not utilize significant wholesale funding, credit default swaps or other material derivatives

    Interconnectedness

    The merger will result in only a minimal increase in the exposure of RBCs U.S. operations or of Holdco to other

    financial institutions or interconnections with U.S. markets


    City National does not have complex operations or engage in complex activities
    The merger will not contribute to the overall complexity of the U.S. banking or financial system, and does not

    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

    experience financial distress

    Cross-Border
    Activity
    Liabilities
    Concentration Limit

    City National does not engage in any significant cross-border activities


    RBC does not expect to significantly expand cross-border activities of U.S. operations as a result of the merger

    On a consolidated basis, RBCs U.S. operations would have substantially less than 10% of the aggregated

    consolidated liabilities of all financial companies in the U.S. (<1%)

    Based on FDIC Statistics on Depository Institutions Report; Includes total liabilities for all commercial banks as of 9/30/2014

    29

    CONFIDENTIAL TREATMENT REQUESTED

    Dodd-Frank Act Stress Testing City National

    (b)(4)

    30

    CONFIDENTIAL TREATMENT REQUESTED

    Bank Holding Company

    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

    CONFIDENTIAL TREATMENT REQUESTED

    Impact on FBO Implementation Plan


    Holdco will be designated as RBCs IHC no later than July 1, 2016

    Organization
    structure and
    governance

    (b)(4) & (8)

    Financial and
    regulatory
    reporting

    Risk management
    and stress testing

    Implementation
    Plan

    (b)(4) & (8)


    32

    CONFIDENTIAL TREATMENT REQUESTED

    Impact on FBO Implementation Plan (continued)


    (b)(4) & (8)

    Capital
    planning

    Liquidity
    planning

    (b)(4) & (8)

    33

    CONFIDENTIAL TREATMENT REQUESTED

    Key RBC integration objectives


    (b)(4)

    Business strategy

    Governance and
    management

    Operations

    Technology

    Risk management

    Key stakeholders
    34

    CONFIDENTIAL TREATMENT REQUESTED

    Integration milestones and timeline


    (b)(4)

    35

    CONFIDENTIAL TREATMENT REQUESTED

    Timeline and next steps


    (b)(4)

    36

    Appendix: City National organization structure


    City National Corporation
    (DE)

    Business
    Bancorp
    Capital
    Trust I
    (issuer of
    trust
    preferred
    securities)
    (acquired
    from BBC)
    (DE) 100%

    Datafaction,
    Inc.
    (DE) 100%

    City National Bank


    Beverly Hills, California
    100%

    City National Rochdale


    Holdings LLC
    (DE) 100%

    City National
    Rochdale, LLC
    (DE) 100%

    City National
    Rochdale Asia Ltd.
    (Hong Kong) 100%

    RIM Securities LLC


    (DE) 100%

    Symphonic Financial
    Advisors LLC
    (DE) 100%

    Symphonic Securities
    LLC
    (DE) 100%

    Symphonic Insurance
    LLC
    (DE) 100%

    City National Securities,


    Inc.
    (CA) 100%

    City National Trade


    Services, LTD
    (Hong Kong) 100%

    CNB New Markets


    Investment Fund I, 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%

    Convergent Capital Management


    LLC
    (DE) 100%

    CCM Holdings III,


    LLC
    (DE)
    (99% CCM)
    (1% CCM Newco III)

    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)

    CCM Holdings II, LLC


    (DE)
    Non-operating holding
    company
    100%

    CCM Holdings, LLC


    (DE)
    Non-operating holding Co.
    (owns Class B interests in
    Clifford-Swan)
    100%

    (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).

    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).

    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:
    Subject:
    Date:

    Alison Thro
    Scott Alvarez
    RE: RBC meeting January 5, 2015
    Monday, January 05, 2015 7:53:00 AM

    Will do. Thanks. --Alison


    From: Scott Alvarez
    Sent: Monday, January 05, 2015 7:52 AM
    To: Alison Thro
    Subject: FW: RBC meeting January 5, 2015
    Alison,
    This is for this mornings meeting with RBC.
    Can you send it around to the folks attending?
    Thanks!
    Scott
    From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]
    Sent: Sunday, January 04, 2015 12:29 PM
    To: Scott Alvarez
    Cc: Silvia Parks (FRS)
    Subject: RBC meeting January 5, 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).

    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)

    Is Mike coming to the meeting?

    From: Betsy Howes-Bean


    Sent: Monday, January 05, 2015 7:52 AM
    To: Alison Thro
    Subject: RE: Meeting with the Royal Bank of Canada Group (b)(5)
    FRSONLY-

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on January 5, 2015
    at 7:50am (above).

    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).

    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).

    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).

    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

    FYI -From: Scott Alvarez


    Sent: Monday, January 05, 2015 7:52 AM
    To: Alison Thro
    Subject: FW: RBC meeting January 5, 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, January 04, 2015 12:29 PM
    To: Scott Alvarez
    Cc: Silvia Parks (FRS)
    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.

    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on January 2, 2015 at
    10:59am (above).

    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).

    )URP
    6HQW
    7R
    6XEMHFW
    $WWDFKPHQWV

    $QGUHZ&RKHQ
    0RQGD\-DQXDU\$0
    &KDH+HH6KLQ<RX6XN.LP
    ):5%&PHHWLQJ-DQXDU\
    /DNHU%D\5HJXODWRU\3UHVHQWDWLRQBY),1$/SGI

    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

    $QGUHZ&RKHQ
    0RQGD\-DQXDU\$0
    6HUDILQ*UXQGO7LP'RUH
    &21),'(17,$/
    /DNHU%D\5HJXODWRU\3UHVHQWDWLRQBY),1$/SGI

    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).

    This message was secured in transit. rep-ZFRSSE (R)

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RBC
    Monday, January 05, 2015 9:26:51 AM

    Just following up on the meeting notes. Thanks.

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Hurwitz, Ivan
    RE: <REMINDER> FISG Report Submission Dates 2015 -FRSONLYTuesday, January 06, 2015 4:15:53 PM

    The deal hasnt been signed yet. (b)(4) & (5)

    . I

    can write up something for the next report by January 20th.


    _____________________________________________
    From: Hurwitz, Ivan
    Sent: Tuesday, January 06, 2015 4:08 PM
    To: Yee, Rosalie
    Subject: RE: <REMINDER> FISG Report Submission Dates 2015 -FRSONLY-

    How about RBC? (b)(5)

    _____________________________________________
    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-

    Nothing for me. Thanks.


    _____________________________________________
    From: Hurwitz, Ivan
    Sent: Monday, January 05, 2015 12:14 PM
    To: Steffey, Brian; Yee, Rosalie
    Subject: FW: <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

    Subject: <REMINDER> FISG Report Submission Dates 2015 -FRSONLY-

    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

    I have informed Sarah. (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: Yee, Rosalie


    Sent: Tuesday, January 06, 2015 4:14 PM
    To: Parks, Silvia
    Subject: RE: RBC -FRSONLYThe report comes out January 8th. (b)(5)

    From: Parks, Silvia


    Sent: Tuesday, January 06, 2015 4:13 PM
    To: Yee, Rosalie
    Subject: RE: RBC -FRSONLY-

    Not yet. (b)(4) & (5)


    out? I did not submit anything yet.

    When does the report come

    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: Yee, Rosalie


    Sent: Tuesday, January 06, 2015 4:11 PM
    To: Parks, Silvia
    Subject: RBC -FRSONLYHope you are well.
    Did RBC sign an agreement with City National?
    (b)(5)

    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

    Thanks Francine. Keep me posted.


    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: Tuesday, January 06, 2015 06:40 PM
    To: Parks, Silvia
    Subject: RE: Two Items -ZFRSSESilvia, I just left you a voice message on the potential transaction. (b)(4) & (8)
    (b)(4) & (8)

    I will get back to you on your second question.


    Regards,
    Francine
    --- Originally sent by silvia.parks@ny.frb.org on Jan 6, 2015 4:25 PM --Hi Francine,
    Hope all is well.

    (b)(4)

    (b)(4) & (8)

    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 message was secured in transit. ZFRSSE

    This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain
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    reply e-mail and destroy all copies of the original message.
    ------------------------------------------------------------------------This message was secured by ZixCorp(R).

    ------------------------------------------------------------------------This message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    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)

    I will follow up with FRBNY (b)(5)


    Regards,
    Althea Pieters

    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.
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    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
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    PENALTIES OR TO PROMOTE, MARKET, OR RECOMMEND TO ANOTHER PARTY ANY TRANSACTION OR MATTER.

    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)

    . Please see below. I will keep you posted.

    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)

    DUPLICATE - An identical copy of this email is contained in the email chain on


    January 6, 2015 at 7:08pm (above).

    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

    From: Davis, George [mailto:george.davis@ny.frb.org]


    Sent: Tuesday, January 06, 2015 3:02 PM
    To: Gerlach, C. Andrew
    Subject: RBC

    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,

    Sullivan & Cromwell


    H. Rodgin Cohen
    C. Andrew Gerlach
    Donald J. Toumey

    Royal Bank of Canada


    Francine P. Blackburn
    Michael Dobbins
    Jason Drysdale
    Shawn Maher
    Anthony Pagano
    Howard Plotkin

    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.

    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:

    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

    -----Original Message----From: Althea Pieters


    Sent: Tuesday, January 06, 2015 7:26 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).

    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)

    (b)(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

    (b)(5) Thanks for the update.


    -----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

    DUPLICATE - An identical copy of this email is contained in the email chain on January 7,
    2015 at 10:15am (above).

    -----Original Message----From: Althea Pieters


    Sent: Tuesday, January 06, 2015 7:26 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).

    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

    Interesting! Thanks for the update.


    From: Yee, Rosalie
    Sent: Wednesday, January 07, 2015 10:55 AM
    To: Hurwitz, Ivan
    Cc: Davis, George
    Subject: RBC/City National -FRSONLY-

    (b)(4) & (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 Update -FRSONLYWednesday, January 07, 2015 11:52:00 AM

    Thanks for the heads up.


    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 7, 2015 at 11:24am
    (above).

    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: Parks, Silvia


    Sent: Tuesday, January 06, 2015 07:28 PM
    To: Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
    Cc: Dahlgren, Sarah
    DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:31pm
    (above).

    DUPLICATE - An identical copy of this email is contained in


    the email chain on January 6, 2015 at 7:31pm (above).

    From: Meadow, Patricia


    Sent: Tuesday, January 06, 2015 07:08 PM
    To: Parks, Silvia; Arbuthnott, Marilyn; Smith, David A
    Cc: Dahlgren, Sarah
    DUPLICATE - An identical copy of this email is contained in the
    email chain on January 6, 2015 at 7:08pm (above).

    From:
    To:
    Subject:
    Date:

    Silvia Parks (FRS)


    Althea Pieters
    FW: Two Items -FRSONLYWednesday, January 07, 2015 12:44:17 PM

    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|

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Tuesday, January 06, 2015 6:40 PM
    To: Parks, Silvia
    Subject: RE: Two Items -ZFRSSE-

    DUPLICATE - An identical copy of this email is contained in the email chain on January 6, 2015 at 7:23pm
    (above).

    --- Originally sent by silvia.parks@ny.frb.org on Jan 6, 2015 4:25 PM --- Hi Francine,

    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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    From:
    To:
    Subject:
    Date:
    Attachments:

    Davis, George
    Yee, Rosalie
    RBC -FRSONLYWednesday, January 07, 2015 2:19:50 PM
    LEGALDOCS-552728.PDF.DRF

    Please review the attached meeting minutes. I(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

    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-

    It looks like you attached the meeting presentation.


    From: Davis, George
    Sent: Wednesday, January 07, 2015 2:20 PM
    To: Yee, Rosalie
    Subject: RBC -FRSONLY-

    Please review the attached meeting minutes. I(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

    Four page draft document withheld pursuant to exemptions 4 & 5.

    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)

    So sorry to have been out of pocket.


    Josh
    From: Rosalie Yee (FRS)
    Sent: Wednesday, January 07, 2015 5:42 PM
    To: Joshua Sherwin
    Cc: George Davis (FRS)
    Subject: RE: RBC Branch -FRSONLY-

    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.

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Wednesday, January 07, 2015 5:22 PM
    To: Yee, Rosalie
    Cc: Davis, George
    Subject: RE: RBC Branch -FRSONLY-

    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

    From: Yee, Rosalie


    Sent: Tuesday, January 13, 2015 3:08 PM
    To: Parks, Silvia
    Cc: Davis, George
    Subject: RBC
    FYI
    RBC Branch
    (b)(4) & (5)

    Let us know if you have questions.


    Well send you a draft memo for your review later this week.

    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

    As I understand it, (b)(5)


    I have reached out to Board staff to see if there is anything we can do to help.

    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: Yee, Rosalie


    Sent: Tuesday, January 13, 2015 3:08 PM
    To: Parks, Silvia

    Cc: Davis, George


    Subject: RBC
    DUPLICATE - An identical copy of this email is contained in the email chain on January 13, 2015 at
    4:19pm (above).

    From:
    To:
    Subject:
    Date:

    Hurwitz, Ivan
    Yee, Rosalie
    RE: -FRSONLY- RBC Prospective Acquisition in CA
    Tuesday, January 13, 2015 5:30:42 PM

    Fyi, from our Procedures Manual:


    (b)(4) & (5)

    From: Yee, Rosalie


    Sent: Tuesday, January 13, 2015 9:35 AM
    To: Baxter, Thomas; Hurwitz, Ivan
    Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA

    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)

    Thomas C. Baxter, Jr.


    General Counsel and Executive Vice President
    Federal Reserve Bank of New York
    From: Hurwitz, Ivan
    Sent: Monday, January 12, 2015 9:59 PM
    To: Baxter, Thomas
    Cc: Yee, Rosalie
    Subject: Re: -FRSONLY- RBC Prospective Acquisition in CA

    Tom,
    (b)(4), (5) & (8)

    Rosalie, please jump in if you have more details or additional thoughts.


    Sent from my Blackberry
    From: Baxter, Thomas
    Sent: Monday, January 12, 2015 07:19 PM

    To: Hurwitz, Ivan


    Subject: -FRSONLY- RBC Prospective Acquisition in CA

    I(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)

    . Just to keep in mind as you reach out to Francine.

    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)

    (b)(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

    (b)(4) & (5)


    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).

    Thomas C. Baxter, Jr.


    General Counsel and Executive Vice President
    Federal Reserve Bank of New York
    From: Hurwitz, Ivan
    Sent: Monday, January 12, 2015 9:59 PM
    To: Baxter, Thomas
    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).

    From: Baxter, Thomas


    Sent: Monday, January 12, 2015 07:19 PM
    To: Hurwitz, Ivan
    Subject: -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).

    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)

    I will keep you posted.

    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: Notaro, Rosanne


    Sent: Wednesday, January 14, 2015 11:17 AM
    To: Parks, Silvia
    Subject: FW: RBC/CN -FRSONLY-

    RESTRICTED FR
    Silvia do you have background on the item Rich mentions? Could you pls keep me posted

    on RBC items as well? Tx.

    From: Charlton, Richard


    Sent: Wednesday, January 14, 2015 10:56 AM
    To: Notaro, Rosannent
    Subject: RBC/CN -FRSONLY-

    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

    From: Parks, Silvia


    Sent: Wednesday, January 14, 2015 10:10 AM
    To: Francine Blackburn
    Subject: RE: Update -ZFRSSEGood morning Francine,
    I am checking in to see if you have an update on the Laker timeline. I am at the 212 number if you
    can talk, but email is fine as well.
    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:
    Attachments:

    Notaro, Rosanne
    Charlton, Richard
    RE: RBC/CN -FRSONLYWednesday, January 14, 2015 3:51:14 PM
    image002.png
    image003.png

    RESTRICTED FR
    (b)(5)

    It appears Sylvia thought shed hear a bit more today.

    From: Charlton, Richard


    Sent: Wednesday, January 14, 2015 3:49 PM
    To: Notaro, Rosanne
    Subject: RE: RBC/CN -FRSONLY-

    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

    From: Parks, Silvia


    Sent: Wednesday, January 14, 2015 11:54 AM
    To: Notaro, Rosanne
    Subject: RE: RBC/CN -FRSONLY-

    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).

    From: Notaro, Rosanne


    Sent: Wednesday, January 14, 2015 11:17 AM
    To: Parks, Silvia
    Subject: FW: RBC/CN -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 14, 2015 at 11:54am
    (above).

    From: Charlton, Richard


    Sent: Wednesday, January 14, 2015 10:56 AM
    To: Notaro, Rosannent
    Subject: RBC/CN -FRSONLY-

    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

    Federal Reserve Bank of New York or the Federal Reserve System.

    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

    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.

    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

    From: Meadow, Patricia


    Sent: Thursday, January 15, 2015 12:01 PM
    To: Parks, Silvia
    Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
    Subject: RE: RBC acquisition timeline update -FRSONLY-

    Thanks for the update Silvia.


    (b)(5) & (8)

    RESTRICTED FR

    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
    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

    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.

    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: Meadow, Patricia


    Sent: Thursday, January 15, 2015 12:01 PM
    To: Parks, Silvia
    Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
    Subject: RE: 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: 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 -FRSONLYDUPLICATE - 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

    Ok, thanks for the update.


    From: Yee, Rosalie
    Sent: Friday, January 16, 2015 11:05 AM
    To: Hurwitz, Ivan
    Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA

    (b)(4) & (5)

    .
    From: Yee, Rosalie
    Sent: Wednesday, January 14, 2015 12:02 PM
    To: Hurwitz, Ivan
    Subject: RE: -FRSONLY- RBC Prospective Acquisition in CA

    I have not. (b)(4) & (5)


    From: Hurwitz, Ivan
    Sent: Wednesday, January 14, 2015 11:4 AM
    To: 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 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).

    From: Hurwitz, Ivan


    Sent: Monday, January 12, 2015 9:59 PM
    To: Baxter, Thomas
    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).

    From: Baxter, Thomas


    Sent: Monday, January 12, 2015 07:19 PM
    To: Hurwitz, Ivan
    Subject: -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:
    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)

    From: Betsy Howes-Bean


    Sent: Friday, January 16, 2015 12:32 PM
    To: Joshua Sherwin
    Subject: RE: RBC response to AI B1 or B3 standardized request -FRSONLYImportance: High

    OK. It looks like they didnt answer the question. (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).

    DUPLICATE - An identical copy of this


    email is contained in the email chain on
    January 16, 2015 at 1:00pm (above).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 12:51 PM
    To: Davis, George
    Subject: RBC -FRSONLY-

    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:

    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).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 1:05 PM
    To: Davis, George
    Subject: RE: RBC -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain


    on January 16, 2015 at 1:42pm (above).

    From: George Davis (FRS)


    Sent: Friday, January 16, 2015 1:00 PM
    To: Joshua Sherwin
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR
    DUPLICATE - An identical copy of this email is contained in the email chain on
    January 16, 2015 at 1:00pm (above).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 12:51 PM
    To: Davis, George
    Subject: RBC -FRSONLY-

    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

    Has RBC given you more details (b)(4) & (5)

    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 -FRSONLYDUPLICATE - 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: Meadow, Patricia


    Sent: Thursday, January 15, 2015 12:01 PM
    To: Parks, Silvia
    Cc: Arbuthnott, Marilyn; Smith, David A; Yee, Rosalie; Notaro, Rosanne
    Subject: RE: 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: 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 -FRSONLYDUPLICATE - 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:
    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:

    George Davis (FRS)


    Betsy Howes-Bean; Joshua Sherwin
    Rosalie Yee (FRS)
    RE: RBC response to AI B1 or B3 standardized request -FRSONLYFriday, January 16, 2015 3:59:12 PM

    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)

    . I told Greg that we would get back to him.


    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 1:44 PM
    To: Davis, George
    Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-

    INTERNAL FR

    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-

    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: Parks, Silvia


    Sent: Thursday, January 15, 2015 11:53 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A; Yee, Rosalie; Notaro,
    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:
    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

    David A Smith | Officer

    FEDERAL RESERVE BANK of NEW YORK


    Large International Financial Institution Supervision
    Financial Institution Supervision Group

    T--.212.720.7662
    M...(b)(6)
    E--.david.a.smith@ny.frb.org
    33 Liberty Street, New York, NY 10045 | newyorkfed.org

    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).

    DUPLICATE - An identical copy of this email is contained in the email


    chain on January 16, 2015 at 6:39pm (above).

    From: Parks, Silvia


    Sent: Thursday, January 15, 2015 11:53 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A; Yee, Rosalie; Notaro,
    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:
    Attachments:

    Meadow, Patricia
    Parks, Silvia
    Re: RBC acquisition timeline update -FRSONLYFriday, January 16, 2015 7:54:01 PM
    image001.png

    Thanks for the update


    Have a great weekend.
    Patricia Meadow
    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-

    DUPLICATE - An identical copy of this email is contained in the email chain on January 16, 2015 at 6:39pm (above).

    From: Parks, Silvia


    Sent: Thursday, January 15, 2015 11:53 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A; Yee, Rosalie; Notaro,

    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

    I'll be there. Thanks. --Alison


    -----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
    Rodge Cohen just called to say the RBC/City National (b)(4)
    . He asked if he could meet with us at 5pm
    tomorrow (Tuesday) to (b)(4)
    . Are you available?
    Thanks!!
    Scott

    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?

    Many thanks to you both.

    From: Maher, Shawn


    Sent: Monday, January 19, 2015 08:10 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.

    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.

    That sounds good, Scott. Many thanks.

    From: Scott Alvarez [mailto:scott.alvarez@frb.gov]


    Sent: Wednesday, January 07, 2015 12:14 PM
    To: Maher, Shawn
    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).

    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).

    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 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).

    From: Maher, Shawn


    Sent: 2014, December, 23 8:25 AM
    To: 'scott.alvarez@frb.gov'
    Cc: '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).

    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on December 23, 2014 at 8:14am
    (above).

    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).

    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
    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, 16 7:42 PM


    To: 'Scott Alvarez'
    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: 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 [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).

    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).

    ________________________________________
    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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    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.
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    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
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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.
    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:

    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)

    . Alternatively, I would be happy to call you.

    Thanks in advance for your consideration.


    Shawn
    From: Maher, Shawn
    Sent: Tuesday, January 06, 2015 0:26 PM
    To: Pieters Althea (althea.n.pieters@frb.gov) <althea.n.pieters@frb.gov>
    Subject: Following up.

    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)

    (b)(4) & (8)


    (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).

    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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    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) & (8)

    (b)(4)

    (b)(4) & (8)

    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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    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) & (8)

    (b)(4)

    (b)(4) & (8)

    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).

    ----- 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).

    --- 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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    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

    Should someone from BS&R plan to attend this meeting?


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    -----Original Message----From: Kwayne Jennings
    Sent: Monday, January 19, 2015 11:39 PM
    To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Althea Pieters; Michael Sexton; Betsy HowesBean
    Subject: RBC Meeting with Board Staff on Jan. 20th
    Restricted FR
    All,
    Officials from RBC alerted Althea Pieters this evening that it is meeting with Scott Alvarez and others tomorrow at
    5:00 pm to update the Federal Reserve on the bank's expansion proposal prior to a potential public announcement
    later this week.

    From:
    To:
    Subject:
    Date:

    Richard Naylor
    Althea Pieters; Kwayne Jennings; Ryan Lordos
    Re: RBC additional details
    Tuesday, January 20, 2015 8:23:06 AM

    Pls make sure that Scott gets the (b)(5)

    msg from RBC prior to the mtg.

    ----- Original Message ----From: Althea Pieters


    Sent: Tuesday, January 20, 2015 08:17 AM
    To: Kwayne Jennings; Richard Naylor; Ryan Lordos
    Subject: Fw: RBC additional details
    Please email below from Francine Blackburn, RBC's Chief Compliance Officer regarding (b)(5) & (8)

    ----- Original Message ----From: Silvia Parks (FRS)


    Sent: Tuesday, January 20, 2015 07:53 AM
    To: Althea Pieters
    Subject: RBC additional details
    Althea,
    Please see below.
    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 09:07 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSE-

    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).

    ----- 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).

    --- 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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE


    This message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    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.

    ----- Original Message ----From: Alison Thro


    Sent: Tuesday, January 20, 2015 08:23 AM Eastern Standard Time
    To: Betsy Howes-Bean
    Subject: RE: RBC and City National -FRSONLYINTERNAL FR
    If Mike doesnt, you definitely should.
    -----Original Message----From: Betsy Howes-Bean
    Sent: Tuesday, January 20, 2015 8:16 AM
    To: Alison Thro
    Subject: FW: RBC and City National -FRSONLYLooks like Scott invited Mike Sexton. I am available to attend if needed.
    Betsy Howes-Bean
    Manager, International Acquisitions and Activities Division of Banking Supervision and Regulation
    (202) 452-3096
    -----Original Message----From: Michael Sexton
    Sent: Tuesday, January 20, 2015 6:40 AM
    To: Betsy Howes-Bean
    Subject: FW: RBC and City National -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20,
    2015 at 6:52am (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:

    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)

    -----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 -FRSONLYINTERNAL FR
    Althea,
    Thanks for the e-mail. I sent the meeting invitation to Mike Sexton, not knowing who in BS&R might be
    interested. Of course anyone else in BS&R that is interested is welcome to attend. RBC is coming at 5 today. The
    meeting will be in my office.
    Thanks!
    Scott
    -----Original Message----From: Althea Pieters
    Sent: Tuesday, January 20, 2015 8:28 AM
    To: Scott Alvarez
    Cc: Kwayne Jennings; Richard Naylor
    Subject: Fw: RBC additional details
    Scott,
    Please see email below from Francine Blackburn regarding t(b)(5) & (8)
    .
    Althea Pieters

    ----- Original Message ----From: Silvia Parks (FRS)


    Sent: Tuesday, January 20, 2015 07:53 AM
    To: Althea Pieters
    Subject: RBC additional details

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:23am
    (above).

    ----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, January 19, 2015 09:07 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSE-

    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).

    ----- 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).

    --- 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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE


    This message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    From:
    To:
    Subject:
    Date:

    Valerie Delaney
    Scott Alvarez
    Re: RBC and City National -FRSONLYTuesday, January 20, 2015 10:51:09 AM

    I will take care of it. Thanks


    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
    Original Message
    From: Scott Alvarez
    Sent: Tuesday, January 20, 2015 10:49 AM
    To: Valerie Delaney
    Subject: RE: RBC and City National -FRSONLY-

    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

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    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:

    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).

    -----Original Message----From: Althea Pieters


    Sent: Tuesday, January 20, 2015 8:28 AM
    To: Scott Alvarez
    Cc: Kwayne Jennings; Richard Naylor
    Subject: Fw: RBC additional details
    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am (above).

    ----- Original Message ----From: Silvia Parks (FRS)


    Sent: Tuesday, January 20, 2015 07:53 AM
    To: Althea Pieters
    Subject: RBC additional details

    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 20, 2015 at
    8:23am (above).

    ----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, January 19, 2015 09:07 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSEDUPLICATE - 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).

    ----- 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).

    --- 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 message was secured in transit. ZFRSSE

    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 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).

    From: Parks, Silvia


    Sent: Thursday, January 15, 2015 11:53 AM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A; Yee, Rosalie; Notaro,
    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:

    MGT-Waves
    Scott Alvarez
    Your visitor registration request for Francine Blackburn has been approved
    Tuesday, January 20, 2015 11:36:51 AM

    Visitor Registration System


    Blackburn, Francine
    Organization: Regulatory and Gvt Affairs, RBC
    Purpose: Meeting
    Start Date: 1/20/2015
    End Date: 1/20/2015
    WAVES Comments (if any):
    If you did not submit the request but received this e-mail, please contact the Law Enforcement
    Unit at x5696 immediately.
    Thank you.

    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

    Visitor Registration System


    Maher, Shawn P
    Organization: RBC
    Purpose: Meeting
    Start Date: 1/20/2015
    End Date: 1/20/2015
    WAVES Comments (if any):
    If you did not submit the request but received this e-mail, please contact the Law Enforcement
    Unit at x5696 immediately.
    Thank you.

    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

    Visitor Registration System


    Pagano, Anthony
    Organization: RBC
    Purpose: Meeting
    Start Date: 1/20/2015
    End Date: 1/20/2015
    WAVES Comments (if any):
    If you did not submit the request but received this e-mail, please contact the Law Enforcement
    Unit at x5696 immediately.
    Thank you.

    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).

    -----Original Message----From: Althea Pieters


    Sent: Tuesday, January 20, 2015 8:28 AM
    To: Scott Alvarez
    Cc: Kwayne Jennings; Richard Naylor
    Subject: Fw: RBC additional details
    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am (above).

    ----- Original Message ----From: Silvia Parks (FRS)


    Sent: Tuesday, January 20, 2015 07:53 AM
    To: Althea Pieters
    Subject: RBC additional details

    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 20, 2015 at 8:23am
    (above).

    ----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, January 19, 2015 09:07 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSEDUPLICATE - 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).

    ----- 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).

    --- 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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    From:
    To:
    Subject:
    Date:

    Valerie Delaney
    Scott Alvarez
    Fw: Following up re: meeting on January 5th. -FRSONLYTuesday, January 20, 2015 12:17:37 PM

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Valerie Delaney <valerie.delaney@frb.gov>
    Sent: Tuesday, January 20, 2015 12:02 PM
    To: Lorraine Odom
    Subject: Re: Following up re: meeting on January 5th. -FRSONLY-

    Thanks so much for your help


    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
    From: Lorraine Odom
    Sent: Tuesday, January 20, 2015 11:52 AM
    To: Valerie Delaney
    Subject: RE: Following up re: meeting on January 5th. -FRSONLY-

    INTERNAL FR
    I sent the info. Here it is again.

    Good Morning, Lorraine


    Your conference call has been reserved. See details below:
    Conference Name: Royale Bank of Canada
    Number of Lines:15
    Date: 1/20/2015
    Time: 5:00 PM -6:30 PM
    Dial in Number: (b)(6)
    International Dial in Number: (b)(6)
    Participant Code(b)(6)
    Participants, dial the toll-free number provided, enter the participant code followed by the # key to join the
    call. Difficulty connecting, remain on the line for Operator assistance. While on the call if you experience
    any problems dial *0 to reach the Operator. If you have any questions or problems, please phone the
    "Conference Assistance Line" at (b)(6)
    , M-F / 7:30 AM to 6:00 PM ET.
    Note: Dialing in from the Board, you may use(b)(6)
    participant code followed by the # key to join the call.

    ) to reach the bridge. You'll need to enter the

    ** 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.

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Maher, Shawn <shawn.maher@rbccm.com>
    Sent: Monday, January 19, 2015 6:45 PM
    To: Scott Alvarez
    Cc: '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 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).

    From: Maher, Shawn


    Sent: Monday, January 19, 2015 08:10 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.

    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).

    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.

    DUPLICATE - An identical copy of this email is contained in the email chain on January 19,
    2015 at 6:45pm (above).

    From: Scott Alvarez [mailto:scott.alvarez@frb.gov]


    Sent: Wednesday, January 07, 2015 12:14 PM
    To: Maher, Shawn
    Subject: RE: 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).

    DUPLICATE - An identical copy of this email is contained in the email chain on January
    19, 2015 at 6:45pm (above).

    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.
    DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at
    6:45pm (above).

    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.

    DUPLICATE - An identical copy of this email is contained in the email chain on January 19, 2015 at 6:45pm
    (above).

    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).

    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).

    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 30, 2014
    at 4:45pm (above).

    From: Maher, Shawn


    Sent: 2014, December, 23 8:25 AM
    To: 'scott.alvarez@frb.gov'
    Cc: '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
    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).

    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).

    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,

    DUPLICATE - An identical copy of this


    email is contained in the email chain on
    December 23, 2014 at 8:14am (above).

    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
    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, 16 7:42 PM
    To: 'Scott Alvarez'
    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: 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).

    DUPLICATE - An identical copy of this email is contained in the email chain on


    December 23, 2014 at 8:14am (above).

    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
    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.
    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.
    ________________________________________
    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
    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).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 1:44 PM
    To: Davis, George
    Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-

    INTERNAL FR

    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-

    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 (above).
    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
    ( 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).
    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-

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20,
    2015 at 1:18pm (above).

    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-

    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).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 1:44 PM
    To: Davis, George
    Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-

    INTERNAL FR

    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

    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).

    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-

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 1:18pm (above).

    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-

    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).

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Friday, January 16, 2015 1:44 PM
    To: Davis, George
    Subject: FW: RBC response to AI B1 or B3 standardized request -FRSONLY-

    INTERNAL FR

    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-

    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).

    -----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).

    -----Original Message----From: Althea Pieters


    Sent: Tuesday, January 20, 2015 8:28 AM

    To: Scott Alvarez


    Cc: Kwayne Jennings; Richard Naylor
    Subject: Fw: RBC additional details

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 10:24am
    (above).

    ----- Original Message ----From: Silvia Parks (FRS)


    Sent: Tuesday, January 20, 2015 07:53 AM
    To: Althea Pieters
    Subject: RBC additional details

    DUPLICATE - An identical copy of this email is contained in the email chain on January 20, 2015 at 8:23am
    (above).

    ----- Original Message ----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Monday, January 19, 2015 09:07 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSE-

    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).

    ----- 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).

    --- 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

    Visitor Registration System


    The following visitor has been signed-in at Eccles at 1/20/2015 4:44:21 PM:
    Visitor Name: Pagano, Anthony
    Organization: RBC

    From:
    To:
    Subject:
    Date:

    security@frb.gov
    Scott Alvarez
    Your guest (Blackburn, Francine) has arrived
    Tuesday, January 20, 2015 4:48:10 PM

    Visitor Registration System


    The following visitor has been signed-in at Eccles at 1/20/2015 4:47:36 PM:
    Visitor Name: Blackburn, Francine
    Organization: Regulatory and Gvt Affairs, RBC

    From:
    To:
    Subject:
    Date:

    security@frb.gov
    Scott Alvarez
    Your guest (Maher, Shawn P) has arrived
    Tuesday, January 20, 2015 4:48:55 PM

    Visitor Registration System


    The following visitor has been signed-in at Eccles at 1/20/2015 4:48:21 PM:
    Visitor Name: Maher, Shawn P
    Organization: RBC

    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

    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|

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]


    Sent: Tuesday, January 20, 2015 6:31 PM
    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSESylvia, (b)(4)
    forward to catching up tomorrow.
    Francine

    . We're traveling back - look

    --- 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

    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|

    -----Original Message----From: francine.blackburn@rbc.com [mailto:francine.blackburn@rbc.com]

    Sent: Monday, January 19, 2015 9:0 PM


    To: Parks, Silvia
    Subject: RE: Re: Update -ZFRSSE-

    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).

    ----- 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 -ZFRSSEDUPLICATE - 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 --- 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 message was secured in transit. ZFRSSE

    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 message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE


    This message was secured in transit. ZFRSSE

    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

    Good write-up. Thanks for this.


    From: Kwayne Jennings
    Sent: Tuesday, January 20, 2015 07:47 PM Eastern Standard Time
    To: Michael Gibson; Jack Jennings; Richard Naylor; Ryan Lordos; Michael Sexton; Betsy Howes-Bean;
    Althea Pieters; Keith Coughlin
    Subject: RBC Meeting with Board Staff -FRSONLY-

    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)

    (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

    Thanks for the update, Kwayne.


    Mike
    From: Kwayne Jennings
    Sent: Tuesday, January 20, 2015 07:47 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 -FRSONLY-

    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:

    Silvia Parks (FRS)


    Althea Pieters
    Re: RBC Meeting with Board Staff -FRSONLYTuesday, January 20, 2015 11:58:10 PM

    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-

    Please see update on today's meeting.


    Althea
    From: Kwayne Jennings
    Sent: Tuesday, January 20, 2015 07:47 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 -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:

    Stability metrics discussion [FRSONLY]


    M-3255

    Start:
    End:
    Show Time As:

    Wed 1/21/2015 2:30 PM


    Wed 1/21/2015 4:00 PM
    Tentative

    Recurrence:

    (none)

    Meeting Status:

    Not yet responded

    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

    ThanksPlease send Sarah a note with the sequencing


    RESTRICTED FR

    From: Parks, Silvia


    Sent: Wednesday, January 21, 2015 1:02 PM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn; Smith, David A
    Subject: RBC Timeline update -FRSONLY-

    RESTRICTED FR
    Hi Pat,
    (b)(5)
    (b)(4)
    opens.

    . The transaction will be presented to the RBC Board this afternoon at


    and the announcement, if approved, will happen tomorrow morning before the market

    I will provide more detail in a later email.


    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:

    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

    . Thanks! Scott x3583

    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

    (b)(4) & (8)

    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

    From: Parks, Silvia


    Sent: Wednesday, January 21, 2015 1:02 PM
    To: Meadow, Patricia
    Cc: Arbuthnott, Marilyn (Marilyn.Arbuthnott@ny.frb.org); Smith, David A
    Subject: RBC Timeline update -FRSONLY-

    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..

    From: Meadow, Patricia


    Sent: Wednesday, January 21, 2015 5:33 PM
    To: Dahlgren, Sarah
    Subject: RE: RBC acquisition update -FRSONLY(b)(5)

    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

    From: Dahlgren, Sarah


    Sent: Wednesday, January 21, 2015 5:28 PM
    To: Meadow, Patricia
    Subject: FW: RBC acquisition update -FRSONLY-

    RESTRICTED FR

    (b)(5)

    From: Parks, Silvia


    Sent: Wednesday, January 21, 2015 3:58 PM
    To: Dahlgren, Sarah
    Cc: Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
    Subject: RBC acquisition update -FRSONLY-

    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)

    (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

    From: Betsy Howes-Bean


    Sent: Wednesday, January 21, 2015 3:14 PM
    To: Alison Thro
    Subject: FW: RBC Meeting with Board Staff -FRSONLY-

    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)

    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
    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: 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).

    From:
    To:
    Subject:
    Date:

    Parks, Silvia
    "francine.blackburn@rbc.com"
    Re: Laker Update
    Wednesday, January 21, 2015 7:28:12 PM

    Thank you, Francine, and congratulations!


    I will work on BHC requirements/IHC implementation plan and set up a meeting soon.
    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.

    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).

    ------------------------------------------------------------------------This message was secured by ZixCorp(R).

    This message was secured in transit. REP-ZFRSSE

    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

    Supervisory Financial Analyst


    Large and Foreign Banking Organizations
    Banking Supervision and Regulation|Federal Reserve Board
    PH: 202.452.3397 |BB: 202.834.3057|althea.n.pieters@frb.gov

    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.

    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

    cc: Shawn Maher

    ------------------------------------------------------------------------This message was secured by ZixCorp(R).

    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

    From: Parks, Silvia


    Sent: Wednesday, January 21, 2015 07:47 PM
    To: Yee, Rosalie; Notaro, Rosanne
    Subject: RBC acquisition to be announced tomorrow

    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).

    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:

    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

    5-page attachment withheld in full pursuant to exemption 4.

    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).

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    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

    Invitation with conference instructions have been sent. Thank you


    From: Lybarger, Stephen [mailto:Stephen.Lybarger@occ.treas.gov]
    Sent: Wednesday, January 21, 2015 9:15 PM
    To: Kwayne Jennings; Haas, Bill
    Cc: Alison Thro; Betsy Howes-Bean; Althea Pieters
    Subject: RE: contact point
    This message was sent securely using ZixCorp.

    (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: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]


    Sent: Wednesday, January 21, 2015 6:08 PM
    To: Haas, Bill
    Cc: Lybarger, Stephen; Alison Thro; Betsy Howes-Bean; Althea Pieters
    Subject: RE: contact point

    Received via OCC Secure Mail


    This message was sent securely using ZixCorp.

    (b)(5)

    (b)(5)

    From: Haas, Bill [mailto:Bill.Haas@occ.treas.gov]


    Sent: Wednesday, January 21, 2015 4:46 PM
    To: Kwayne Jennings
    Cc: Lybarger, Stephen
    Subject: contact point
    This message was sent securely using ZixCorp.

    (b)(5); In addition, this email is not responsive to the FOIA request because the FOIA request does not seek
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    This message was secured in transit. rep-ZFRSSE (R)

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    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.
    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.

    RBC TO ACQUIRE CITY NATIONAL CORPORATION, A PREMIER U.S. PRIVATE


    AND COMMERCIAL BANK
    x
    x
    x
    x
    x

    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.

    Good morning all,


    Yesterday 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, a $30 billion national retail
    &
    bank based in Los Angeles. The transaction is valued at approximately $5.4 billion or (b)(4)
    per CNC
    (5)
    share, and will be comprised of a mix of cash and common stock. Attached is a draft copy of the
    press release to be released at 7am 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: Blackburn, Francine [mailto:francine.blackburn@rbc.com]
    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    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:

    Arbuthnott, Marilyn
    Parks, Silvia; Meadow, Patricia; Smith, David A
    Re: RBC to acquire City National Corp.
    Thursday, January 22, 2015 7:11:00 AM

    Thank you Silvia.


    Marilyn Arbuthnott
    Assistant Vice President
    Federal Reserve Bank of New York
    Large International Financial Institution Supervision
    212 - 720-8396
    From: Parks, Silvia
    Sent: Thursday, January 22, 2015 06:54 AM
    To: Meadow, Patricia; Arbuthnott, Marilyn; Smith, David A
    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).

    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 is contained in the email chain on January 22, 2015 at 6:54am
    (above).

    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: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    Subject: Fw: Press Release

    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:

    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).

    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 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:

    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).

    From: Betsy Howes-Bean


    Sent: Wednesday, January 21, 2015 3:14 PM
    To: Alison Thro
    Subject: FW: RBC Meeting with Board Staff -FRSONLY-

    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).

    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on January 21, 2015 at 5:16pm
    (above).

    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:

    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

    application/matter involving other institutions; also (b)(5)

    Importance: High
    INTERNAL FR
    (b)(5)

    . Could we possibly move our call to 12:30? I


    also have availability between 1:30 and 2:30. Sorry to have to ask again, but the RBC call is
    unavoidable. Thanks. --Alison
    -----Original Appointment----From: Melissa Clark
    Sent: Tuesday, January 20, 2015 2:10 PM
    To: Melissa Clark; Susan Motyka; Alison Thro; Amber Hay
    Responsive - concerns an entirely unrelated
    Subject: Board staff Discussion about whether Not
    application/matter involving other institutions; also (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

    Can one of you call in invite will be forwarded now.


    INTERNAL FR

    From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]


    Sent: Thursday, January 22, 2015 9:31 AM
    To: Meadow, Patricia
    Subject: OCC call -FRSONLYImportance: 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

    Jennings, Kwayne L (Board)


    Meadow, Patricia; Alison Thro; Betsy Howes-Bean; Althea Pieters; Stephen.Lybarger@occ.treas.gov
    Bill.Haas@occ.treas.gov
    Joshua Sherwin
    City National Discussion -ZFRSSE7KXUVGD\-DQXDU\DP

    INTERNAL FR
    Please dial (b)(6)

    pass code (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

    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

    _____________________________________________
    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-

    Marilyn and /or Silvia will call in as I have a conflict.


    thanks
    INTERNAL FR
    -----Original Appointment----From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]
    Sent: Thursday, January 22, 2015 9:22 AM
    To: Kwayne Jennings; Meadow, Patricia; Alison Thro; Betsy Howes-Bean; Althea Pieters;
    Stephen.Lybarger@occ.treas.gov; Bill.Haas@occ.treas.gov
    Cc: Joshua Sherwin
    Subject: City National Discussion -FRSONLYWhen: Thursday, January 22, 2015 10:00 AM-11:00 AM (UTC-05:00) Eastern Time (US & Canada).
    Where:

    INTERNAL FR
    Please dial (b)(6)

    pass code (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

    From: Paulino, Framil


    Sent: Thursday, January 22, 2015 9:47 AM
    To: Arbuthnott, Marilyn; Parks, Silvia
    Subject: meeting today at 10 am: City National Discussion -FRSONLY-

    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

    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

    _____________________________________________
    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).

    DUPLICATE - 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-

    DUPLICATE - An identical copy of this email is contained in the email chain on


    January 22, 2015 at 9:48am (above).

    -----Original Appointment----From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]


    Sent: Thursday, January 22, 2015 9:22 AM
    To: Kwayne Jennings; Meadow, Patricia; Alison Thro; Betsy Howes-Bean; Althea Pieters;
    Stephen.Lybarger@occ.treas.gov; Bill.Haas@occ.treas.gov
    Cc: Joshua Sherwin
    Subject: City National Discussion -FRSONLYWhen: Thursday, January 22, 2015 10:00 AM-11:00 AM (UTC-05:00) Eastern Time (US & Canada).
    Where:

    DUPLICATE - An identical copy of this email is contained in the email


    chain on January 22, 2015 at 9:48am (above).

    From:
    To:
    Subject:
    Date:
    Attachments:

    Arbuthnott, Marilyn
    Parks, Silvia
    RE: OCC call -FRSONLYThursday, January 22, 2015 9:5: AM
    image001.png

    Great.
    INTERNAL FR

    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

    From: Parks, Silvia


    Sent: Thursday, January 22, 2015 9:54 AM
    To: Meadow, Patricia; Arbuthnott, Marilyn
    Subject: Re: OCC call -FRSONLY-

    I will dial in.


    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: Thursday, January 22, 2015 09:46 AM
    To: Arbuthnott, Marilyn; Parks, Silvia
    Subject: FW: OCC call -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on


    January 22, 2015 at 9:46am (above).

    From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]


    Sent: Thursday, January 22, 2015 9:31 AM
    To: Meadow, Patricia

    Subject: OCC call -FRSONLYImportance: High

    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

    From: Arbuthnott, Marilyn


    Sent: Thursday, January 22, 2015 10:03 AM
    To: Parks, Silvia
    Subject: RE: meeting today at 10 am: City National Discussion -FRSONLYI e-mailed Kwayne.
    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

    From: Parks, Silvia


    Sent: Thursday, January 22, 2015 10:03 AM
    To: Arbuthnott, Marilyn
    Subject: RE: meeting today at 10 am: City National Discussion -FRSONLY-

    It doesnt work.
    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: Arbuthnott, Marilyn


    Sent: Thursday, January 22, 2015 10:02 AM
    To: Parks, Silvia
    Subject: RE: meeting today at 10 am: City National Discussion -FRSONLYThe number doesnt work for me.does it work for you?
    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

    From: Parks, Silvia


    Sent: Thursday, January 22, 2015 9:5 AM
    To: Paulino, Framil; Arbuthnott, Marilyn
    Subject: Re: meeting today at 10 am: City National Discussion -FRSONLY-

    I will dial in.


    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: Paulino, Framil
    Sent: Thursday, January 22, 2015 09:4 AM
    To: Arbuthnott, Marilyn; Parks, Silvia
    Subject: meeting today at 10 am: City National Discussion -FRSONLY-

    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:

    Rosalie Yee (FRS)


    Joshua Sherwin; Betsy Howes-Bean; Michael Waldron; Alison Thro
    George Davis (FRS); Ivan Hurwitz (FRS); Brian Steffey (FRS)
    RBC to acquire City National Corp.
    Thursday, January 22, 2015 10:42:19 AM
    012214 - RBC City News Release FINAL.pdf

    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).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    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.

    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
    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:

    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.

    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 is contained in the email chain on January 22, 2015 at 6:54am
    (above).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    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.

    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
    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:

    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

    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

    _____________________________________________
    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

    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

    _____________________________________________
    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

    Thanks for the update. (b)(5)


    Rodge a couple weeks ago.

    Tom know about this, given his conversation with

    From: Yee, Rosalie


    Sent: Thursday, January 22, 2015 10:42 AM
    To: Sherwin, Joshua M (Board); Howes-Bean, Betsy E (Board); Waldron, Michael W (BOARD); Thro,
    Alison M (BOARD)
    Cc: Davis, George; Hurwitz, Ivan; Steffey, Brian
    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 10:42am
    (above).

    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).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM

    To: Parks, Silvia; Pieters, Althea N (Board)


    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    Subject: Fw: Press Release

    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:
    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).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    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:
    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:

    Patricia Meadow (FRS)


    Kwayne Jennings; Althea Pieters
    FW: Royal Bank of Canada pays $5.4bn to reach wealthy US clients [Financial Times] -FRSONLYThursday, January 22, 2015 1:49:54 PM
    image001.png

    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)

    [Boldface is my edit. kw]


    Kevin Walsh
    Large International Financial Institutions
    Financial Institution Supervision Group
    T--.212.720.1569

    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).

    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 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 will send you an updated draft this afternoon.


    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 22, 2015 10:4 AMTo:
    Davis, George
    Subject: FW: 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.

    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 is contained in the email chain on January 22, 2015 at
    6:54am (above).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    Subject: Fw: Press Release

    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.

    Four page draft document withheld pursuant to exemptions 4 & 5.

    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)

    Let me know if you have questions. Thanks.


    From: Davis, George
    Sent: Thursday, January 22, 2015 4:0 PM
    To: Yee, Rosalie
    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).

    From: Davis, George


    Sent: Thursday, January 22, 2015 10:49 AM
    To: Yee, Rosalie
    Subject: RE: 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).

    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).

    From: Yee, Rosalie


    Sent: Thursday, January 22, 2015 9:12 AM
    To: Davis, George
    Subject: Fw: RBC to acquire City National Corp.

    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 is contained in the email chain on January 22, 2015 at 6:54am
    (above).

    From: Blackburn, Francine [mailto:francine.blackburn@rbc.com]


    Sent: Thursday, January 22, 2015 06:2 AM
    To: Parks, Silvia; Pieters, Althea N (Board)
    Cc: Plotkin, Howard R <Howard.Plotkin@rbccm.com>; Maher, Shawn <shawn.maher@rbccm.com>
    Subject: Fw: Press Release

    DUPLICATE - An identical copy of this email is contained in the email chain on January 22, 2015 at
    6:45am (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:

    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.

    From: Charles Fleet


    Sent: Friday, January 23, 2015 09:11 AM
    To: Melissa Vanouse; Peggy Naulty; Lisa Joire; Anthony Iwuji; Ken Williams
    Subject: RBC announces deal to buy City National, (b)(5)
    (link below) -FRSONLY-

    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:

    Rosanne Notaro (FRS)


    Alison Thro
    RE: RBC/City National -FRSONLYFriday, January 23, 2015 1:45:28 PM

    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.

    From: Alison Thro [mailto:alison.m.thro@frb.gov]


    Sent: Friday, January 23, 2015 1:38 PM
    To: Notaro, Rosanne
    Subject: RBC/City National -FRSONLY-

    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

    One attachment is Not Responsive because it concerns an


    entirely unrelated application/matter involving a 164-page
    Annual Report for another institution; also (b)(5)

    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

    You Suk Kim


    Saturday, January 24, 2015 4:15 PM
    Chae Hee Shin
    Not
    RE: Annual Reports Responsi RBC, and City National attached -FRSONLYve concerns
    unrelated
    applicatio
    n/matter
    involving
    another
    institution
    ; also (b)
    (5)

    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

    institutions; also (b)(5)


    2)
    3) (b)(5)
    Ivan Hurwitz has been part of the discussion, although he did not participate in
    the meeting on Dec 30. I communicate with Rosalie Yee most often and she loops him in. Because of the size of the
    acquisition, NY Applications expect Board involvement (b)(5)
    Enjoy the rest of the 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|

    -----Original Message----From: Arbuthnott, Marilyn


    Sent: Friday, January 23, 2015 6:48 PM
    To: Parks, Silvia
    Subject: One more thing
    ...Or two

    Not Responsive - concerns entirely unrelated applications/matters involving other institutions;


    also (b)(5)

    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

    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)
    DUPLICATE - An identical copy of this email is contained in the email chain on January 23, 2015 at 6:53am
    (above).

    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

    From: Notaro, Rosanne


    Sent: Monday, January 26, 2015 5:25 PM
    To: Hurwitz, Ivan; Yee, Rosalie; Davis, George
    Cc: Meadow, Patricia; Parks, Silvia; Charlton, Richard
    Subject: RE: RBC/City Nat -FRSONLY-

    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)

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    Rosanne

    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

    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

    From: Notaro, Rosanne


    Sent: Monday, January 26, 2015 5:29 PM

    To: Meadow, Patricia; Hurwitz, Ivan; Yee, Rosalie; Davis, George


    Cc: Parks, Silvia; Charlton, Richard; Smith, David A
    Subject: RE: RBC/City Nat -FRSONLY-

    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-

    Thanks Rosanne for this.


    Please copy David Smith on all Canada communications.
    RESTRICTED FR

    From: Notaro, Rosanne


    Sent: Monday, January 26, 2015 5:25 PM
    To: Hurwitz, Ivan; Yee, Rosalie; Davis, George
    Cc: Meadow, Patricia; Parks, Silvia; Charlton, Richard
    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).

    From: Hurwitz, Ivan


    Sent: Friday, January 23, 2015 11:22 AM
    To: Yee, Rosalie; Davis, George; Notaro, Rosanne
    Subject: RBC/City Nat -FRSONLY-

    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.
    .

    John Akal | Bank Applications Associate


    Bank Applications
    Legal Group
    T--.212.720.6532

    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)

    (b)(4) & (5)

    (b)(4), (5) & (8)

    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

    (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: 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

    This message was sent securely using ZixCorp.

    (b)(5)

    ------------------------------------------------------------------------This message was secured by ZixCorp (R) .

    This message was secured in transit. rep-ZFRSSE (R)

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RE: RBC
    Thursday, January 29, 2015 4:13:38 PM

    Thanks for following up on this.


    When you have a chance, see if Philip and Brian have a contact person.

    (b)(5)

    From: Davis, George


    Sent: Thursday, January 29, 2015 3:56 PM
    To: Yee, Rosalie
    Subject: RE: RBC

    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

    Do we have a contact at the OCC Denver office?

    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-

    Sorry, I started writing this up and then got distracted.


    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
    commercial bank that serves high net worth clients. (b)(5)
    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: 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,

    Richard; Elder, Daniel


    Cc: Andrews, Brant
    Subject: <REMINDER> FISG/LISCC Report Submission - FRSONLY-

    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)

    (b)(4) & (5)

    (b)(4) & (5)

    (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

    How are you feeling?


    From: Betsy Howes-Bean
    Sent: Tuesday, February 03, 2015 3:09 PM
    To: Joshua Sherwin
    Subject: RE: RBC - (b)(5)
    -FRSONLYImportance: High

    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.

    From: Joshua Sherwin


    Sent: Thursday, January 29, 2015 12:37 PM
    To: Betsy Howes-Bean
    Subject: RBC capital (b)(5)
    . -FRSONLY-

    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

    Please upload to E-Apps. (AMPS/E-Apps: 89791/22777) 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: 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%

    Consolidated Leverage ratio

    4.0%

    Basel I
    Tier 1 capital ratio

    (b)(4)

    Tier 2 capital ratio


    Total capital ratio
    Common equity to risk adjusted assets
    Tangible common equity ratio
    Asset to capital multiple

    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

    Greg and Amelia,

    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).

    From: Joshua Sherwin


    Sent: Thursday, January 29, 2015 12:37 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)

    From: Joshua Sherwin


    Sent: Thursday, January 29, 2015 1:50 PM
    To: Betsy Howes-Bean
    Subject: RE: RBC capital (b)(5)
    -FRSONLY-

    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.

    From: Betsy Howes-Bean


    Sent: Thursday, January 29, 2015 1:17 PM
    To: Joshua Sherwin

    Subject: RE: RBC capital (b)(5)


    Importance: High

    -FRSONLY-

    (b)(5)

    . Let me know what you think


    based on the other info already in the record.
    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Thursday, January 29, 2015 12:37 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).

    From:
    To:
    Subject:
    Date:
    Attachments:

    Parks, Silvia
    Francine Blackburn
    Additional conversation points for Tuesday"s meeting -ZFRSSEWednesday, February 04, 2015 1:42:00 PM

    (b)(4) & (8)

    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

    The 4-page attachment has been withheld pursuant to exemption 4 & 8.

    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?

    From: George Davis (FRS)


    Sent: Tuesday, February 03, 2015 4:15 PM
    To: Joshua Sherwin; Rosalie Yee (FRS)
    Subject: RE: RBC capital numbers -FRSONLY-

    INTERNAL FR
    No problem.
    On a separate matter, I

    (b)(5) In addition, these two sentences pertain solely to RBC's branch


    application, and therefore, are 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, 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)

    Sent: Tuesday, February 03, 2015 3:28 PM


    To: Joshua Sherwin; Rosalie Yee (FRS)
    Subject: RE: RBC capital numbers -FRSONLY-

    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

    When you have a chance,

    (b)(5)

    Let me know what you think. Thanks.

    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)

    Happy to chat more.


    Patricia Meadow

    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)

    See/talk to you on Monday.


    ________________________________
    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:

    Davis, George
    Yee, Rosalie
    RE: Matters
    Tuesday, February 10, 2015 3:44:25 PM
    LEGALDOCS-552726.DOCx.drf

    Here is an updated RBC meeting memo.

    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

    Sounds good. Thanks.


    From: Davis, George
    Sent: Monday, February 09, 2015 2:26 PM
    To: Yee, Rosalie
    Subject: RE: Matters

    Not Responsive - concerns entirely unrelated applications/matters


    involving other institutions; also (b)(5)

    .
    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

    Not Responsive - concerns entirely unrelated applications/matters involving other


    institutions; also (b)(5)

    I assume you finalized the RBC meeting memo?

    Four page draft document withheld pursuant to exemptions 4 & 5.

    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.

    Estimated Basel III Ratios - under the Standardized Approach


    (in millions CAD)
    Estimated Basel III
    Standardized
    Common Equity Tier 1 capital (CET1) - Basel III
    Basel I RWA
    CET1 ratio

    $36,406

    (b)(4)

    Tier 1 capital - Basel III


    Basel I RWA
    Tier 1 capital ratio

    (b)(4)

    $42,202

    Total Capital - Basel III


    Basel I RWA
    Total Capital ratio

    (b)(4)

    $50,020

    Actual Basel III


    $36,406
    $368,594
    9.88%

    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)

    RBC FINANCIAL GROUP

    CAPITAL RATIOS - BASEL I


    (millions of dollars)
    Oct
    2014

    Risk-adjusted assets (1)


    On-balance sheet assets
    Off-balance sheet financial instruments (1)
    Market risk
    Total risk-adjusted assets and off-balance sheet financial instruments
    Tier 1 Capital
    Common equity
    Non-cumulative preferred stock
    Non-controlling interest in subsidiaries
    Trust capital securities
    Less: goodwill
    Total Tier 1 capital
    Tier 2 Capital
    Permanent subordinated debentures
    Non-permanent subordinated debentures
    Excess non-cumulative preferred stock
    Trust capital securities (excess over 15% Tier 1)
    Trust subordinated notes
    gg
    equity securities reported in OCI income (OCI)
    Eligible general allowances:
    maximum:
    Total Tier 2 capital
    Less: Investment in insurance subsidiaries/substantial investments
    Less: other
    Total regulatory capital
    Canadian (OSFI) ratios
    Tier 1 capital to risk-adjusted assets
    Tier 2 capital to risk-adjusted assets
    Total regulatory capital to risk-adjusted assets
    Common equity to risk-adjusted assets
    Tangible Common Equity to risk-adjusted assets
    Assets-to-capital multiple

    (b)(4)

    (b)(4)
    4,075

    (b)(4)

    (b)(4)

    (b)(4)

    RBC FINANCIAL GROUP


    BIS CAPITAL COMPONENT - DETAIL - BASEL I
    As at Oct 31, 2014
    (in thousands of dollars)

    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)

    Excess non-cumulative preferred shares


    Trust capital securities (excess over 15% Tier 1)
    Trust subordinated notes
    B-

    NON-PERMANENT PREFERRED SHARES & DEBENTURES

    TOTAL TIER 2 CAPITAL

    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)

    BASEL III REGULATORY CAPITAL AND RATIOS (ALL-IN BASIS)continued

    Q4/14

    Q3/14

    Q2/14

    Q1/14

    Q4/13

    (Millions of Canadian dollars, except percentage and otherwise noted)


    Capital ratios
    61 Common Equity Tier 1 (as percentage of risk-weighted assets)
    62 Tier 1 (as percentage of risk-weighted assets)
    63 Total capital (as percentage of risk-weighted assets)
    64 Buffer requirement (minimum CET1 requirement plus capital conservation buffer plus G-SIB buffer requirement plus D-SIB buffer requirement expressed as a percentage of risk-weighted assets)
    65
    of which: capital conservation buffer requirement
    66 Not applicable
    67
    of which: G-SIB buffer requirement
    67a of which: DSIB buffer requirement
    68 Common Equity Tier 1 available to meet buffers (as percentage of risk-weighted assets)

    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.

    Amounts below the thresholds for deduction (before risk-weighting)


    72 Non-significant investments in the capital of other financials
    73 Significant investments in the common stock of financials
    74 Mortgage servicing rights (net of related tax liability)
    75 Deferred tax assets arising from temporary differences (net of related tax liability)

    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

    Applicable caps on the inclusion of allowances in Tier 2


    76 Allowances eligible for inclusion in Tier 2 in respect of exposures subject to standardized approach (prior to application of cap)
    77 Cap on inclusion of allowances in Tier 2 under standardized approach
    78 Allowances eligible for inclusion in Tier 2 in respect of exposures subject to internal ratings-based approach (prior to application of cap)
    79 Cap on inclusion of allowances in Tier 2 under internal ratings-based approach

    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

    (Millions of Canadian dollars, except multiples and otherwise noted)


    Assets-to-capital multiple
    Gross-adjusted assets ($ billions)

    17.0X
    885.0

    BASEL III REGULATORY CAPITAL AND RATIOS (TRANSITIONAL BASIS

    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 %

    (Millions of Canadian dollars, except percentage and otherwise noted)


    29
    45
    59
    60
    61
    62
    63
    1
    2

    Common Equity Tier 1 capital (CET1)


    Tier 1 capital (T1 = CET1 + AT1)
    Total capital (TC = T1 + T2)
    Total risk-weighted assets 2
    Common Equity Tier 1 (as percentage of risk-weighted assets)
    Tier 1 (as percentage of risk-weighted assets)
    Total capital (as percentage of risk-weighted assets)

    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.

    -224th Quarter 2014 - Supplementary Financial Information

    ROYAL BANK OF CANADA

    BASEL III REGULATORY CAPITAL AND RATIOS (ALL-IN BASIS)

    Q4/14

    Q3/14

    Q2/14

    Q1/14

    Q4/13

    (Millions of Canadian dollars, except percentage and otherwise noted)

    Common Equity Tier 1 capital (CET1): Instruments and Reserves


    1 Directly issued qualifying common share capital (and equivalent for non-joint stock companies) plus related stock surplus
    2 Retained earnings
    3 Accumulated other comprehensive income (and other reserves)
    4 Directly issued capital subject to phase out from CET1 (only applicable to non-joint stock companies)
    5 Common share capital issued by subsidiaries and held by third parties (amount allowed in group CET1)
    6 Common Equity Tier 1 capital before regulatory adjustments

    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.

    Common Equity Tier 1 capital: Regulatory adjustments


    7
    Prudential valuation adjustments
    8
    Goodwill (net of related tax liability)
    9
    Other intangibles other than mortgage-servicing rights (net of related tax liability)
    10 Deferred tax assets excluding those arising from temporary differences (net of related tax liability)
    11 Cash flow hedge reserve
    12 Shortfall of provisions to expected losses
    13 Securitization gain on sale
    14 Gains and losses due to changes in own credit risk on fair valued liabilities
    15 Defined benefit pension fund net assets (net of related tax liability)
    16 Investments in own shares (if not already netted off paid-in capital on reported balance sheet)
    17 Reciprocal cross holdings in common equity
    18 Non-significant investments in the capital of banking, financial and insurance entities, net of eligible short positions (amount above 10% threshold)
    19 Significant investments in the common stock of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions (amount above 10% threshold)
    20 Mortgage servicing rights (amount above 10% threshold)
    21 Deferred tax assets arising from temporary differences (amount above 10% threshold, net of related tax liability)
    22 Amount exceeding the 15% threshold
    23
    of which: significant investments in the common stock of financials
    24
    of which: mortgage servicing rights
    25
    of which: deferred tax assets arising from temporary differences
    26 Other deductions or regulatory adjustments to CET1 as determined by OSFI
    27 Regulatory adjustments applied to Common Equity Tier 1 due to insufficient Additional Tier 1 and Tier 2 to cover deductions
    28 Total regulatory adjustments to Common Equity Tier 1
    29 Common Equity Tier 1 capital (CET1)

    Additional Tier 1 capital (AT1): Instruments


    30 Directly issued qualifying Additional Tier 1 instruments plus related stock surplus
    31
    of which: classified as equity under applicable accounting standards
    32
    of which: classified as liabilities under applicable accounting standards
    33 Directly issued capital instruments subject to phase out from Additional Tier 1
    34 Additional Tier 1 instruments (and CET1 instruments not included in row 5) issued by subsidiaries and held by third parties (amount allowed in group AT1)
    35
    of which: instruments issued by subsidiaries subject to phase out
    36 Additional Tier 1 capital before regulatory adjustments
    Additional Tier 1 capital: Regulatory adjustments
    37 Investments in own Additional Tier 1 instruments
    38 Reciprocal cross holdings in Additional Tier 1 instruments
    39 Non-significant investments in the capital of banking, financial and insurance entities, net of eligible short positions (amount above 10% threshold)
    40 Significant investments in the capital of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions
    41 Other deductions from Tier 1 capital as determined by OSFI
    41a
    of which: reverse mortgages
    42 Regulatory adjustments applied to Additional Tier 1 due to insufficient Tier 2 to cover deductions
    43 Total regulatory adjustments to Additional Tier 1 capital
    44 Additional Tier 1 Capital (AT1)
    45 Tier 1 capital (T1 = CET1 + AT1)

    Tier 2 Capital: Instruments and Provisions


    46 Directly issued qualifying Tier 2 instruments plus related stock surplus
    47 Directly issued capital instruments subject to phase out from Tier 2
    48 Tier 2 instruments (and CET1 and AT1 instruments not included in rows 5 or 34) issued by subsidiaries and held by third parties (amount allowed in group Tier 2)
    49
    of which: instruments issued by subsidiaries subject to phase out
    50 Collective allowances
    51 Tier 2 capital before regulatory adjustments

    52
    53
    54
    55
    56
    57
    58
    59
    60
    60a
    60b
    60c

    Tier 2 Capital: Regulatory adjustments


    Investments in own Tier 2 instruments
    Reciprocal cross holdings in Tier 2 instruments
    Non-significant investments in the capital of banking, financial and insurance entities, net of eligible short positions (amount above 10% threshold)
    Significant investments in the capital of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions
    Other deductions from Tier 2 capital
    Total regulatory adjustments to Tier 2 capital
    Tier 2 capital (T2)
    Total capital (TC = T1 + T2)
    Total risk-weighted assets
    Common Equity Tier 1 (CET1) Capital RWA
    Tier 1 Capital RWA
    Total Capital RWA

    continued on next page

    -214th Quarter 2014 - Supplementary Financial Information

    ROYAL BANK OF CANADA

    TOTAL CAPITAL RISK-WEIGHTED ASSETS 1

    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

    Risk-weighted assets All-in Basis

    Capital
    requirements

    Risk-weighted assets All-in Basis

    (Millions of Canadian dollars, except percentage and per share amounts)

    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

    CET1 capital risk-weighted assets

    94,852

    233,374

    40,368

    368,594

    29,487

    368,320

    349,094

    341,752

    318,981

    Additional CVA adjustment, prescribed by OSFI, for Tier 1 Capital 6


    Tier 1 capital risk-weighted assets
    Additional CVA adjustment, prescribed by OSFI, for Total Capital 6
    Total capital risk-weighted assets (RWA)

    RWA CVA PHASE-IN CALCULATION


    Common equity tier 1 (CET1) capital RWA
    Tier 1 capital RWA
    Total capital RWA

    (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

    Total RWA before


    CVA phase-in

    CVA Phase -in


    Adjustments

    RWA Net CVA


    phase-in

    (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

    -264th Quarter 2014 - Supplementary Financial Information

    ROYAL BANK OF CANADA

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    George Davis (FRS)


    Silvia Parks (FRS); Rosanne Notaro (FRS); Joshua Sherwin; Betsy Howes-Bean
    Rosalie Yee (FRS)
    RBC/City National -FRSONLYWednesday, February 11, 2015 3:33:55 PM
    LEGALDOCS-#552726-v6-Minutes_-_Royal_Bank_of_Canada.docx

    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

    33 LIBERTY STREET, NEW YORK, NY 10045-0001

    MEMORANDUM
    DATE

    February 11, 2015

    TO

    Files

    FROM

    George Davis and Rosalie Yee

    SUBJECT

    RESTRICTED FR

    Royal Bank of Canada - Meeting Regarding Potential Acquisition and Section 3


    Application

    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

    Sullivan & Cromwell LLP


    H. Rodgin Cohen
    C. Andrew Gerlach
    Donald J. Toumey

    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)

    RBC expects that its existing U.S.


    companies will be moved under Holdco by October 31, 2016.
    Prior to closing, RBC will be required to submit an application to and receive approval
    from the Federal Reserve, pursuant to Section 3 of the BHC Act of 1956, as amended. We have
    asked RBC to provide us with a business plan and a discussion of financial stability implications
    as part of its application. No application will be required to the Office of the Comptroller of the
    Currency.
    Russell Goldsmith, current chairman of the board and CEO of City National, will
    continue to hold these positions after the proposed transaction. He will report directly to RBCs
    CEO. At this time, it is contemplated that tthe CEO of RBC U.S. Wealth Management will
    report directly to Mr. Goldsmith. Most of City Nationals current senior management will
    remain in their existing roles. (b)(4) & (5)
    (b)(4) & (5)

    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)

    From: Betsy Howes-Bean


    Sent: Wednesday, February 11, 2015 4:37 PM
    To: Joshua Sherwin
    Subject: RE: CONFIDENTIAL- RBC Hudson Branch Application: Capital Ratios
    Importance: High

    What do you think?


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Wednesday, February 11, 2015 3:24 PM
    To: Betsy Howes-Bean
    Subject: FW: CONFIDENTIAL- RBC Hudson Branch Application: Capital Ratios
    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
    DUPLICATE - An identical copy of this email is contained in the email chain on February 11, 2015 at 3:22pm
    (above).

    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

    How about 1:30?


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Friday, February 13, 2015 12:32 PM
    To: Betsy Howes-Bean
    Subject: RBC -FRSONLY-

    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)

    Meeting number: (b)(6)


    Security PIN

    (b)(6)

    Below are RBCs staff who will attend the meeting.


    1.

    Francine Blackburn, EVP Regulatory & Government Affairs & Chief Compliance Officer

    2.

    Troy Maxwell, CFO, RBC Capital Markets

    3.

    Howard Plotkin, Co-Head, RBC Capital Markets & ITS Compliance

    4.

    Clinton Lively, SVP, Global Head, Market Risk

    5.

    Jason Drysdale, SVP, Enterprise Risk

    6.

    David Power, VP, Term Funding & Capital Management

    7.

    Steven DeCicco, CFO, RBC Capital Markets US

    8.

    Dan Torbenson, Chief Counsel, US Regulatory & Corporate

    9.

    Jim Salem, EVP & Treasurer

    10.

    Jeff Goldberg, Director, RBC Capital Markets

    11.

    Miguel Viani, US Group Treasurer

    12.

    Brian Tierney, Manager, Business, RBC Capital Markets

    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)

    .
    (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

    Supervisory Financial Analyst


    Large and Foreign Banking Organizations
    Banking Supervision and Regulation|Federal Reserve Board
    PH: 202.452.3397 |BB: 202.834.3057|althea.n.pieters@frb.gov

    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.

    From: Betsy Howes-Bean


    Sent: Thursday, February 19, 2015 11:12 AM
    To: Joshua Sherwin; Flora Ahn; Kevin Kostyk
    Cc: Joe Carapiet
    (b)(5)
    Subject: RE: RBC -FRSONLY(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.

    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.

    (b)(5) In addition, these two sentences pertain solely to RBC's branch application, and therefore, are not responsive to
    the FOIA request.

    From: Flora Ahn


    Sent: Thursday, February 19, 2015 10:53 AM

    To: Joshua Sherwin; Kevin Kostyk


    Cc: Joe Carapiet; Betsy Howes-Bean
    (b)(5)
    Subject: RE: RBC -FRSONLY-

    INTERNAL FR
    Josh,
    (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.

    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)

    To: Joshua Sherwin; Flora Ahn


    Cc: Joe Carapiet; Betsy Howes-Bean
    (b)(5)
    Subject: RE: RBC -FRSONLY-

    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

    From: Joshua Sherwin


    Sent: Tuesday, February 03, 2015 2:55 PM
    To: Flora Ahn
    Cc: Joe Carapiet; Kevin Kostyk; Betsy Howes-Bean
    (b)(5)
    Subject: RE: 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).

    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

    I just left Kwayne a voice message - (b)(4) & (5)

    .
    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-

    Totally agree Kwayne..


    (b)(5)

    Thanks
    Pat
    RESTRICTED FR

    From: Kwayne Jennings [mailto:kwayne.jennings@frb.gov]


    Sent: Thursday, February 19, 2015 11:15 AM
    To: Meadow, Patricia; Arbuthnott, Marilyn
    Cc: Pieters, Althea N (Board)
    Subject: RBC call today -FRSONLYImportance: High

    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

    George and I will tell them.

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Thursday, February 19, 2015 03:23 PM
    To: Yee, Rosalie; Davis, George
    Subject: RE: RBC/City National -FRSONLY-

    INTERNAL FR
    Thanks Rosalie. Im not sure a call is necessary. (b)(5)

    From: Rosalie Yee (FRS)


    Sent: Thursday, February 19, 2015 2:57 PM
    To: Joshua Sherwin; George Davis (FRS)
    Subject: Re: RBC/City National
    We have not spoken with S and C but we can reach out to them when I return on Monday. Does that
    work? Do you want to include you on a call?

    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Thursday, February 19, 2015 02:54 PM
    To: Yee, Rosalie; Davis, George
    Subject: Re: RBC/City National

    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: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]


    Sent: Thursday, February 19, 2015 02:47 PM
    To: Yee, Rosalie; Davis, George
    Subject: RBC/City National

    Hi Guys, question: has an analyst been assigned to the case?


    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.

    From:
    To:
    &F

    Betsy Howes-Bean
    Elizabeth MacDonald.ZD\QH-HQQLQJV/DXUD0DFHGR
    -RVK6KHUZLQ

    Subject:

    RE: New, combined RBC -FRSONLYFriday, February 20, 2015 ::00$M

    Date:

    From: Betsy Howes-Bean


    Sent: Friday, February 20, 2015 11:18 AM
    To: Elizabeth MacDonald; Kwayne Jennings; Laura Macedo
    Cc: Joshua Sherwin
    Subject: RE: New, combined RBC -FRSONLY-

    That is right the acquisition is about (b) billion in assets.


    (5)

    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096

    From: Elizabeth MacDonald


    Sent: Friday, February 20, 2015 11:08 AM
    To: Betsy Howes-Bean; Kwayne Jennings; Laura Macedo
    Subject: New, combined RBC -FRSONLY-

    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)

    From: George Davis (FRS)


    Sent: Monday, February 23, 2015 8:52 AM
    To: Joshua Sherwin
    Subject: RE: RBC capital numbers -FRSONLY-

    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).

    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-

    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

    From: Torbenson, Dan (Law) [mailto:dan.torbenson@rbc.com]


    Sent: Monday, December 22, 2014 3:22 PM
    To: FBO-Enhanced-Prudential-Standards-Implementation
    Subject: RBC Implementation Plan
    Attached please find the required FBO Enhanced Prudential Standards Implementation Plan.
    Company Name: Royal Bank of Canada
    Primary Contact Name: Dan Torbenson
    Primary Contact Information:
    Telephone - 212-437-9264
    Email - dan.torbenson@rbc.com
    Address - 3 World Financial Center
    200 Vesey Street, 9th Floor
    New York, NY 10281
    Please let me know if you prefer to receive this submission in Word format. Thanks.
    Dan

    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)

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Wednesday, February 25, 2015 12:08 PM
    To: Joshua Sherwin
    Cc: Rosalie Yee (FRS); George Davis (FRS); Lyons, Gregory J.
    Subject: RBC- Hudson Branch
    DUPLICATE - An identical copy of this email is contained in the email chain on February 25, 2015 at 2:48pm
    (above).

    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

    I cannot think of anything else to convey.

    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)

    (b)(5) & (8)

    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)

    Lets talk about his tomorrow.

    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

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM
    To: Joshua Sherwin
    Subject: OSFI capital requirements

    (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)

    From: Betsy Howes-Bean


    Sent: Thursday, February 26, 2015 10:53 AM
    To: Pat Soriano
    Subject: RE: OSFI capital requirements

    (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)

    From: Betsy Howes-Bean


    Sent: Thursday, February 26, 2015 10:13 AM
    To: Pat Soriano
    Subject: RE: OSFI capital requirements

    (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).

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM
    To: Joshua Sherwin

    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

    From: Pat Soriano


    Sent: Thursday, February 26, 2015 11:35 AM
    To: Betsy Howes-Bean
    Subject: RE: OSFI capital requirements

    (b)(5)

    FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at 11:36am (above).

    From: Betsy Howes-Bean


    Sent: Thursday, February 26, 2015 10:53 AM

    To: Pat Soriano

    DUPLICATE - An identical copy of this email is contained in the email chain on February
    26, 2015 at 11:36am (above).

    From: Pat Soriano


    Sent: Thursday, February 26, 2015 10:47 AM
    To: Betsy Howes-Bean

    DUPLICATE - An identical copy of this email is contained in the email chain on February 26, 2015 at
    11:36am (above).

    From: Betsy Howes-Bean


    Sent: Thursday, February 26, 2015 10:13 AM
    To: Pat Soriano

    DUPLICATE - An identical copy of this email is contained in the email chain


    on February 26, 2015 at 11:36am (above).

    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).

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM

    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).

    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).

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM
    To: Joshua Sherwin

    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-

    Want to come by in 30 minutes. I just got my lunch 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 11:59 AM
    To: Betsy Howes-Bean
    Subject: RE: OSFI capital requirements (b)(5)

    -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).

    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).

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM
    To: Joshua Sherwin

    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)

    From: Pat Soriano


    Sent: Thursday, February 26, 2015 10:44 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).

    From: Pat Soriano


    Sent: Wednesday, February 25, 2015 3:00 PM
    To: Joshua Sherwin

    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)

    RBC/City National (Richmond)

    (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)

    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)

    RBC/City National (Richmond) (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 (FRS)


    Joshua Sherwin
    Rosalie Yee (FRS)
    RBC - NJ Branch -FRSONLYThursday, March 05, 2015 3:25:56 PM
    LEGALDOCS-#551167-v16-REC_-_RBC__NJ_Branch.docx

    Here is a draft of our memo.

    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,

    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 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.
    _______________________________________________________________________
    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:

    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

    Requested information has arrived.


    Not Responsive - concerns entirely unrelated applications/matters involving
    other institutions; also (b)(5)

    (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

    Thanks for the update Silvia. (b)(5)


    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,
    I spoke to Francine Blackburn today and she confirmed that the application will be delivered to the
    NY Fed (b)(5)

    I (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

    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)

    From: Joshua Sherwin


    Sent: Friday, March 13, 2015 12:34 PM
    To: Michael Waldron
    Subject: FW: RBC -FRSONLYImportance: High

    INTERNAL FR
    (b)(5)

    From: Betsy Howes-Bean


    Sent: Friday, March 13, 2015 12:32 PM
    To: Joshua Sherwin
    Subject: FW: RBC -FRSONLYImportance: High

    See below and let me know the answer. Thanks!


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Michael Waldron
    Sent: Friday, March 13, 2015 12:31 PM
    To: Betsy Howes-Bean
    Subject: RBC -FRSONLY-

    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: 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
    S&C called. They hope to file the RBC/City National application Monday. They think the newspaper
    notice will run on Tuesday. Well let you know when we actually get the application.

    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

    Thank you! 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: Yee, Rosalie


    Sent: Friday, March 13, 2015 4:52 PM
    To: Parks, Silvia
    Cc: Davis, George
    Subject: RBC/City National
    (b)(5)
    .

    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)

    From: Kwayne Jennings


    Sent: Monday, March 16, 2015 9:40 AM
    To: Betsy Howes-Bean; Joshua Sherwin
    Subject: FW: Update on RBC Acquisition Application -FRSONLYImportance: High

    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)

    From: Betsy Howes-Bean


    Sent: Tuesday, March 10, 2015 4:46 PM
    To: Michael Waldron
    Cc: Susan Motyka; Jon Stoloff
    Responsive - concerns entirely unrelated applications/matters involving other
    Subject: Not
    institutions; also (b)(5)
    (b)(5); In addition., this email pertains to a totally unrelated institution/matter and, therefore, is not
    responsive to the FOIA request.

    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).

    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)
    -FRSONLYDUPLICATE - 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

    Please see the attached application.


    ACru assignment: Lisa/Ruth (backup)

    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: Yee, Rosalie


    Sent: Tuesday, March 17, 2015 11:04 AM
    To: Davis, George; McCune, Crystall
    Subject: FW: Royal Bank of Canada

    From: Yunayev, Rufat [mailto:yunayevr@sullcrom.com]


    Sent: Tuesday, March 17, 2015 10:09 AM
    To: Hurwitz, Ivan; Yee, Rosalie
    Cc: Cohen, H. Rodgin; Toumey, Donald J.; Gerlach, C. Andrew
    Subject: Royal Bank of Canada

    Dear Mr. Hurwitz and Ms. Yee,


    Please see the attached application. Hard copies will be delivered to the FRBNY shortly.
    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.

    CONFIDENTIAL TREATMENT REQUESTED

    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

    City National Corporation Subsidiaries ........................................................................... 1


    Information Pertaining to the U.S. Structure of Royal Bank ........................................... 2
    Integration Framework..................................................................................................... 3
    Due Diligence Summary .................................................................................................. 4
    Royal Bank of Canada Organizational Chart................................................................... 5
    RBC USA Holdco Corporation Organizational Charts ................................................... 6
    City National Corporation Organizational Chart ............................................................. 7
    Pro Forma Financial and Related Information................................................................. 8
    Asset Quality Information................................................................................................ 9
    Risk Management Information ........................................................................................ 10
    Royal Bank of Canada BSA/AML Compliance Program................................................ 11
    Information pertaining to BSA/AML Integration ............................................................ 12
    Interconnectedness Analysis ............................................................................................ 13
    RBC Bank (Georgia), N.A. CRA Plan............................................................................. 14
    Source of Funds ............................................................................................................... 15
    City National Corporation Dividend Information............................................................ 16
    Principal Information ....................................................................................................... 17
    Information Pertaining to Item 3(2) and Item 12 of Form FR Y-3F................................ 18

    Confidential Treatment Requested

    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

    Holder & Interest

    Applicants Bank Regulatory Authority

    Business Bancorp
    Capital Trust I

    Business Bancorp Capital Trust I is an


    unconsolidated subsidiary of CNC. It is a
    Delaware statutory trust created for the purpose
    of issuing trust preferred securities and holding
    CNCs Floating Rate Junior Subordinated Debt
    Securities Due 2034.
    Convergent Capital Management, LLC is a nonoperating holding company.

    CNC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    CNC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    CCM Holdings, LLC is a non-operating holding


    company.

    CNC > Convergent


    Capital Management,
    LLC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    CCM Holdings II, LLC is a non-operating


    holding company.

    CNC > Convergent


    Capital Management,
    LLC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    CCM Holdings III, LLC is a non-operating


    holding company.

    CNC > Convergent


    Capital Management,
    LLC (99%)
    CCM Newco III, Inc

    Services subsidiary12 USC


    1843(c)(1)(C)

    555 South Flower Street


    Los Angeles, CA 90071
    Convergent Capital
    Management, LLC
    555 South Flower Street
    Los Angeles, CA 90071
    CCM Holdings, LLC
    400 N. Roxbury Drive
    8th Floor
    Beverly Hills, CA 90210
    CCM Holdings II, LLC
    400 N. Roxbury Drive
    8th Floor
    Beverly Hills, CA 90210
    CCM Holdings III, LLC
    400 N. Roxbury Drive
    8th Floor
    Beverly Hills, CA 90210
    1

    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

    Holder & Interest

    Applicants Bank Regulatory Authority

    (1%)

    CCM Newco III, Inc.


    555 South Flower Street
    Los Angeles, CA 90071
    Datafaction, Inc.
    (Datafaction)
    5757 W. Century Blvd
    Suite # 465
    Los Angeles, CA 90045
    LMCG Investments,
    LLC (LMCG)
    Principal office:
    John Hancock Tower
    200 Clarendon Street
    28th Floor
    Boston, MA 02116

    CCM Newco III, Inc. is a non-operating holding


    company.

    CNC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    Datafaction is a provider of accounting solutions


    for business managers, production companies
    and professional services firms. Datafaction
    develops, designs, programs and supports
    accounting software and related hardware.

    CNC (100%)

    Financial activities12 USC 1843(k)

    LMCG is a registered investment advisor with


    the SEC. LMCG provides investment
    management services for institutional and high
    net worth clients. LMCG primarily provides
    portfolio management advisory services to its
    clients.
    Registered Funds: LMCG serves as an advisor
    to the Forum Funds Series Trust (the Trust) for
    the LMCG Global Market Neutral Fund and the
    LMCG Global Multi Cap Fund, each an SECregistered, open-ended fund. LMCG also acts as
    a sub-adviser to several registered mutual funds
    where it provides professional investment
    advisory services on a discretionary basis.
    Private Funds: LMCG is the investment adviser
    for one private fund, the LMCG Emerging
    Markets Equity Fund, Ltd., an exempted
    company under the laws of the Cayman Islands
    which qualifies for the exclusion from the
    -2-

    SC1:3825664.1

    (b)(4)

    Financial activities12 USC 1843(k)

    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

    Holder & Interest

    definition of investment company under section


    3(c)(7) of the Investment Company Act of 1940.
    LMCG also provides certain clients who are
    investment advisers with one or more model
    portfolios for discrete asset classes.
    In addition, LMCG offers a small number of
    clients consulting services and reviews of fund
    investment vehicles. This program is focused on
    building highly customized programs and
    includes consulting services, fund of fund
    capabilities, and assistance in direct/coinvestments used to help clients build a
    diversified risk-managed portfolio of private
    equity and venture capital investments.
    Clifford Swan is a registered investment advisor
    with the SEC. Clifford Swan provides both
    investment supervisory services and the
    management of investment advisory accounts as
    continuous investment counseling services for
    high net worth and institutional clients.
    Clifford Swan also provides investment
    counseling and/or administrative services to
    charitable institutions and individuals for
    specialized deferred gifts (e.g., charitable
    remainder trusts, gift annuity funds, and pooled
    income funds). These administrative services
    include effecting periodic benefit distributions,
    tax reporting, management reporting and other
    ancillary requirements designed to provide a full
    service arrangement.
    Mid-Continent Capital is a registered investment
    advisor with the SEC. Mid-Continent Capital
    provides investment management services for
    -3-

    SC1:3825664.1

    (b)(4)

    Applicants Bank Regulatory Authority

    Financial activities12 USC 1843(k)

    Financial activities12 USC 1843(k)

    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

    Holder & Interest

    high net-worth and institutional clients. These


    services primarily consist of portfolio
    management and investment consulting.
    Convergent is a registered investment advisor
    with the SEC. Convergent provides investment
    advisory services on a discretionary and/or nondiscretionary basis to each of its clients,
    including both individuals and institutions.
    Private Funds: Convergent acts as adviser for the
    following private funds:
    x CMS/Barlow Long-Short Equity Fund, LLC
    x Jupiter Fund Plus Series of Windermere
    Jupiter Fund, LLC
    x Jupiter Fund Series of Windermere Jupiter
    Fund, LLC
    x Non-US Focused Pool Series, of Windermere
    Jupiter Fund, LLC
    x Potomac Park Fund
    x US Focused Pool Series of Windermere
    Jupiter Fund, LLC
    Convergent also provides financial planning
    services, including providing independent
    guidance during the planning of upcoming
    liquidity events. Financial planning includes
    estate planning, tax planning, education funding
    planning, charitable gifting planning, etc.,
    however, Convergent will provide advice as
    appropriate and may not provide advice on all of
    the aforementioned types of financial planning.
    Convergent has a high net worth division,
    Independence by Convergent, that focuses on
    providing investment advisory services to
    -4-

    SC1:3825664.1

    Applicants Bank Regulatory Authority

    (b)(4)

    Financial activities12 USC 1843(k)

    Entity / Address

    Description of Activities

    Holder & Interest

    Applicants Bank Regulatory Authority

    Independence
    Investments LLC

    individuals and families with assets starting at


    around $1,000,000, and an Ultra High Net Worth
    Group that focuses on providing investment
    advisory services to individuals, families,
    entities, and institutions with assets over
    approximately $10 million.
    Independence Investments LLC is an inactive
    subsidiary of Convergent Capital Management
    and was formerly a registered investment
    adviser. The entity does not conduct any
    activities and has no staff or other operations, but
    has not been dissolved because it is subject to a
    lease that runs until 2016. The landlord has not
    permitted the company to exit the lease but the
    company has subleased to a third party.

    CNC >Convergent
    Capital Management,
    LLC (100%)

    Services subsidiary12 USC


    1843(c)(1)(C)

    (b)(4)

    -5SC1:3825664.1

    b. Minority Interests
    Entity / Address

    Description of Activities

    Matthews International
    Capital Management,
    LLC (Matthews)

    Matthews is a registered investment advisor with


    the SEC. Matthews manages portfolios of
    securities in the Asia Pacific region for
    institutional clients, including U.S. registered
    investment companies and similar non-U.S.
    funds (some of which are registered under the
    laws of the country where they are formed),
    pension and profit sharing plans, insurance
    companies, endowments and foundations and
    other clients worldwide.
    Registered funds: Matthews acts as adviser to a
    series of SEC-registered mutual funds called the
    Matthews Asia Funds.
    Private Funds: Matthews also acts as adviser to
    the following two private funds:
    x Matthews Asia Funds Asia Dividend Fund
    x Matthews Asian Selections Funds PLC
    SKBA is a registered investment advisor with the
    SEC. SKBA is an investment advisory firm that
    provides discretionary investment advisory
    services to institutional clients and individuals.
    SKBA sub-advises one mutual fund and advises
    one registered fund, Baywood SKBA ValuePlus
    Fund.
    SKBA has also contracted with unaffiliated
    investment advisors to provide one or more
    model portfolios for individual asset classes.

    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

    Holder & Interest

    -6SC1:3825664.1

    (b)(4)

    Applicants Bank Regulatory Authority


    Financial activities12 USC 1843(k)

    Financial activities12 USC 1843(k)

    Entity / Address

    Description of Activities

    EXACTUALS, LLC

    Exactuals is a Software as a Service (SaaS)


    company which handles royalties and residuals
    payments primarily for the media and
    entertainment industry. The company provides
    aggregated direct deposit payments, online
    reporting, tax document management, and
    centralized identity management (e.g., bank
    account data) to actors, writers, directors,
    musicians, and their management while
    providing payment services and business
    intelligence to unions, studios, and labels.

    Principal Office:
    1100 Glendon Avenue
    Los Angeles, CA 90024

    ASTON/LMCG
    Emerging Markets Fund

    Holder & Interest

    (b)(4)

    Financial activities12 USC 1843(k)

    Financial activities12 USC 1843(k)

    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)

    Applicants Bank Regulatory Authority

    2. SUBSIDIARIES OF CNB
    Entity / Address

    Description of Activities

    Holder & Interest

    Applicants Bank Regulatory Authority

    City National Rochdale


    Holdings, LLC

    City National Rochdale Holdings, LLC is a nonoperating holding company.

    CNB (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    City National Rochdale is a registered


    investment advisor with the SEC and provides
    money management services to clients with
    portfolios of $1 million and above, primarily on a
    discretionary basis.
    City National Rochdale also provides various
    asset allocation and consulting services.
    Healthcare organizations, non-profit
    organizations, and corporations or other
    businesses or institutional clients (other than
    investment companies) may also obtain City
    National Rochdales assistance in formulating
    investment objectives and considering
    investment alternatives. City National Rochdale
    will advise clients on broad investment
    objectives, the selection of an investment adviser
    or investment program, asset allocation
    consulting services and monitoring the clients
    portfolio investment performance.

    CNB > City National


    Rochdale Holdings
    LLC (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    555 South Flower Street


    Los Angeles, CA 90071
    City National Rochdale,
    LLC (City National
    Rochdale)
    570 Lexington Avenue
    9th Floor
    New York, New York
    10022

    Registered Funds: City National Rochdale


    provides investment advisory services to the City
    National Rochdale Funds, a Delaware statutory
    trust (the Trust) registered under the
    Investment Company Act of 1940, as amended,
    -8SC1:3825664.1

    Entity / Address

    Description of Activities

    Holder & Interest

    Applicants Bank Regulatory Authority

    City National Rochdale


    Asia Limited (Hong
    Kong)

    as an open-end investment management


    company currently offering a series of 16
    investment funds, (the City National Rochdale
    Funds). City National Rochdale provides a
    continuous investment program including
    general investment and economic advice
    regarding investment strategies, manages the
    City National Rochdale Funds investment
    portfolios and provides other services necessary
    to the operation of the Trust.
    Private Funds: City National Rochdale acts as
    adviser to the following private funds:
    x Rochdale GML Trade Finance Income Fund
    Ltd.
    x Rochdale Offshore Global Diversification
    Fund Ltd.
    x Rochdale Offshore Global Opportunities
    Fund Ltd.
    x Rochdale Royalty Rights Fund (Delaware
    LLC
    City National Rochdale Asia Limited provides
    research on Asian and emerging markets equities
    to City National Rochdale. (b)(4)

    CNB > City National


    Rochdale LLC
    (100%)

    Regulation K subsidiary12 CFR 211.10;


    12 CFR 28.4

    RIM Securities LLC provides brokerage services


    (b)(4)
    RIM
    Securities LLC is a registered broker-dealer with
    the SEC.

    CNB (100%) > City


    National Rochdale
    Holdings LLC
    (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    570 Lexington Avenue


    9th Floor
    New York, New York
    10022
    RIM Securities LLC
    570 Lexington Avenue
    9th Floor
    New York, New York

    -9SC1:3825664.1

    Entity / Address

    Description of Activities

    Holder & Interest

    Applicants Bank Regulatory Authority

    Symphonic Financial is a registered investment


    advisor with the SEC. Symphonic Financial
    provides investment management and advisory
    services to clients primarily on a discretionary
    basis. In working with its clients Symphonic
    Financial recommends the use of various
    investment funds, some of which are managed by
    its affiliates, including City National Rochdale.

    CNB (100%) > City


    National Rochdale
    Holdings LLC
    (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    Symphonic Securities LLC provides securities


    (b)(4)
    brokerage services to
    . Symphonic Securities LLC is a
    registered broker-dealer with the SEC.

    CNB (100%) > City


    National Rochdale
    Holdings LLC
    (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    Symphonic Insurance LLC provides insurance


    agency services to clients. These services
    include life insurance, long-term care, fixed
    annuities and disability insurance.

    CNB (100%) > City


    National Rochdale
    Holdings LLC
    (100%)

    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)

    555 South Flower Street


    Los Angeles, CA 90071

    -10SC1:3825664.1

    Entity / Address

    Description of Activities

    Holder & Interest

    City National Securities,


    Inc. (CNS)

    CNB (100%)

    CNB (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    555 South Flower Street


    Los Angeles, CA 90071

    CNS provides brokerage services and investment


    advisory services to clients. CNS is registered
    with the SEC as an investment advisor and
    broker-dealer.
    The primary business of CNS is providing
    brokerage services to its clients. As a brokerdealer and member of FINRA, CNS is a member
    of the State of Californias Underwriters Pool
    and, in that capacity, offers new issue municipal
    securities to its clients; in addition CNS provides
    advice on a variety of fixed income securities,
    approved mutual funds, affiliated private funds,
    preferred stocks and 529 plans. CNS also
    provides equity execution services. CNS
    currently has more than 100 registered
    representatives providing brokerage services to
    individuals, investment companies, pension and
    profit sharing plans, trusts, estates and charitable
    organizations and businesses.
    City National Properties, Inc, is used to hold
    environmentally or otherwise impaired OREO
    properties from time to time. Since October 30,
    2013, City National Properties, Inc. has not held
    (b)(4)
    title to any real property.

    City National Trade


    Services, LTD (Hong
    Kong)

    City National Trade Services, LTD issues and


    processes letters of credit on behalf of clients of
    (b)(4)
    CNB,

    CNB (100%)

    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    400 North Roxbury Drive


    Beverly Hills, CA 90210

    City National Properties,


    Inc.

    -11SC1:3825664.1

    Applicants Bank Regulatory Authority

    (b)(4)

    Entity / Address

    Description of Activities

    Holder & Interest

    Applicants Bank Regulatory Authority

    CNB RE 1801 Holdings,


    LLC

    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)

    First American is engaged in the business of


    providing lease and/or loan financing to enable
    commercial customers to obtain equipment,
    software, furniture, fixtures, services, corporate
    (b)(4)
    aircraft and/or other assets.

    FACB: CNB (100%)

    FACB:
    12 USC 1843(c)(5);
    operating subsidiary under 12 CFR 5.34

    FACB and FAEFC are


    each headquartered at 255
    Woodcliff Drive, Fairport,
    New York 14450. In
    addition, FACB has
    offices located in New
    York City, Naples, Florida
    and Los Angeles,
    California.
    Citinational Real Estate,
    Inc.

    FAEFC supports FACBs customers when the


    assets to be financed are located in Canada.
    FAEFC also supports other U.S. based leasing
    companies who wish to secure a financing
    solution for their customer and vendor customer
    financing needs in Canada.

    555 South Flower Street


    Los Angeles, CA 90071

    FAEFC:
    Regulation K subsidiary12 CFR 211.10;
    12 CFR 28.4
    .

    Citinational Real Estate, Inc. holds bonds and


    cash related to bonds issued by the California
    -12-

    SC1:3825664.1

    FAEFC: FACB
    (100%)

    CNB (100%)

    12 USC 1843(c)(5);
    community development investments under

    Entity / Address

    Description of Activities

    555 South Flower Street


    Los Angeles, CA 90071

    Community Reinvestment Corporation


    (CRCC). The CRCC develops affordable
    multi-family and senior housing throughout
    California.

    CNB New Markets


    Investments Fund I,
    LLC
    555 South Flower Street
    Los Angeles, CA 90071
    California Affordable
    Housing Fund 2005-II,
    LLC
    California Affordable
    Housing Fund 2007-I,
    LLC
    Hudson Housing
    California Fund, LP
    Hudson Housing Los
    Angeles Revitalization
    Fund III, LP
    Hudson Housing Los
    Angeles Revitalization
    Fund IV, LP
    Phoenix Realty Tax
    Credit Fund II, LP

    Holder & Interest

    Applicants Bank Regulatory Authority


    12 CFR 24

    CNB New Markets Investments Fund I, LLC is a


    single-asset entity which holds an interest in
    Clearinghouse NMTC, a CRA related
    investment.

    CNB (100%)

    12 USC 1843(c)(5);
    community development investments under
    12 CFR 24

    Public welfare investment (affording housing tax


    credits).

    CNB (26.97%)2

    Public welfare investment (affording housing tax


    credits).

    CNB (33.80%)

    Public welfare investment (affording housing tax


    credits).

    CNB (28.13%)

    Public welfare investment (affording housing tax


    credits).

    CNB (30.77%)

    Public welfare investment (affording housing tax


    credits).

    CNB (26.66%)

    Public welfare investment (affording housing tax


    credits).

    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

    Holder & Interest

    Applicants Bank Regulatory Authority

    Sunamerica Affordable
    Housing Partners 73, a
    Nevada LP
    Sunamerica Affordable
    Housing Partners 102, a
    Nevada LP
    California Affordable
    Housing Fund 2005-I,
    LLC

    Public welfare investment (affording housing tax


    credits).

    CNB (99.90%)

    Public welfare investment (affording housing tax


    credits).

    CNB (99.90%)

    Public welfare investment (affording housing tax


    credits).

    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 Treatment Requested

    Confidential Exhibit 2
    Information pertaining to the U.S.
    Structure of Royal Bank

    U.S. Structure of Royal Bank1


    RBC is currently analyzing the impact of integrating CNC in connection with its
    existing plans to comply with the Boards Enhanced Prudential Standards for Bank Holding
    Companies and Foreign Banking Organizations regulation (the EPS Regulation). RBCs
    implementation plan, drafted as required by the EPS Regulation, was filed with the Board on
    December 22, 2014 (the Implementation Plan). The Implementation Plan is currently being
    revised to account for the Merger and its potential implementation impact across organizational
    structure and governance, financial and regulatory reporting, liquidity risk management and
    liquidity stress testing, risk based capital and leverage requirements, capital stress testing, and
    enhanced risk management requirements. The revised implementation plan, which will detail
    RBCs reasonable and achievable plan for complying with the EPS Regulation by regulatory due
    dates, will be submitted to the Board on or before April 30, 2015.
    As previously presented to the Board in the Implementation Plan, RBC intends to
    designate RBC USA Holdco as its U.S. intermediate holding company (IHC) effective no later
    than July 1, 2016. As presented in the Implementation Plan, in its capacity as RBCs IHC, RBC
    USA Holdco would become the parent company for certain of RBCs remaining U.S.
    subsidiaries that are not currently held by it at such time, including RBC Bank Georgia.
    Therefore, starting no later than July 1, 2016, RBC USA Holdco would be the parent company of
    both RBC Bank Georgia and, assuming the consummation of the Merger prior to that date, CNB.
    Royal Banks branches, agencies and representative offices will remain outside the IHC pursuant
    to the EPS Regulation.

    Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
    Application.

    SC1:3815213.1A

    Confidential Treatment Requested

    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 Treatment Requested

    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 Treatment Requested

    Confidential Exhibit 5
    Royal Bank of Canada Organizational
    Chart

    (b)(4)
    ROYAL BANK OF CANADA
    last updated January 28, 2015

    ROYAL BANK OF CANADA


    Canada

    (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)

    RBC COVERED BOND


    GUARANTOR LIMITED
    PARTNERSHIP

    THE ROYAL TRUST


    COMPANY
    100.000000000

    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 PHILLIPS, HAGER &


    NORTH INVESTMENT
    COUNSEL INC.

    RBC CAPITAL
    MARKETS

    (b)(4)

    100.000000000
    Canada
    WEALTH MANAGEMENT
    Personal and Commercial
    Banking
    Corporate Support

    (b)
    (4)

    RBC CAPITAL MARKETS


    ARBITRAGE S.A.
    99.999333333

    RBC ALTERNATIVE
    ASSET
    MANAGEMENT
    INC.

    100.000000000
    Barbados
    CAPITAL MARKETS
    Corporate Support

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    ROYAL BANK HOLDING


    INC.
    100.000000000

    (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.

    RBC TRUST COMPANY


    (DELAWARE) LIMITED

    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

    TCA TRUSTCORP AMERICA


    33.176665745
    Washington, DC
    (66.823334254907382%
    owned by non-affiliate(s))
    WEALTH MANAGEMENT

    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 II,


    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

    APOLLO HOUSING III,


    LLC
    1.000000000
    Massachusetts
    (1% held by APOLLO
    HOUSING MANAGER,
    INC.)
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-XII LIMITED
    PARTNERSHIP
    .010000000
    Massachusetts
    CAPITAL MARKETS

    (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)

    RBC MUNICIPAL PRODUCTS,


    LLC
    100.000000000
    Delaware
    CAPITAL MARKETS
    Wealth Management

    (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

    RBC SALISHAN IV LLC

    100.000000000
    Delaware
    CAPITAL MARKETS

    100.000000000
    Delaware
    CAPITAL MARKETS

    APOLLO TAX CREDIT


    FUND-IX LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-V LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-VIII LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-X LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XA LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XI LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XVI LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XVIII LIMITED
    PARTNERSHIP

    .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

    RBC TAX CREDIT


    EQUITY GP-19, 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

    RBC TAX CREDIT IV,


    LLC

    RBC - TAX CREDIT


    EQUITY NF-19
    GENERAL PARTNER,
    LLC

    99.000000000
    Delaware
    (1% held by RBC TAX
    CREDIT MANAGER II,
    INC.)
    CAPITAL MARKETS
    Corporate Support

    100.000000000
    Delaware
    CAPITAL MARKETS

    APOLLO TAX CREDIT


    FUND XXXVII
    LIMITED
    PARTNERSHIP

    100.000000000
    Delaware
    CAPITAL MARKETS

    APOLLO TAX CREDIT


    FUND-58 LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-59 LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-XLI L.L.C.

    APOLLO TAX CREDIT


    FUND-XO LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000

    .010000000

    Delaware
    CAPITAL MARKETS
    Corporate Support

    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-X2T LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-X3 LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XB LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XC LIMITED
    PARTNERSHIP

    .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

    APOLLO TAX CREDIT


    FUND-57 LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-XXXVI LIMITED
    PARTNERSHIP

    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

    RBC VIRGINIA GP,


    LLC

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-15, L.P.

    .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

    RBC APOLLO 2006


    NATIONAL FUND, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    NATIONWIDE
    AFFORDABLE
    HOUSING FUND XVAPOLLO TAX CREDIT
    FUND XXXIV LIMITED
    PARTNERSHIP
    .010000000

    RBC TAX CREDIT


    MANAGER II, INC.

    RBC-LUZERNE, LLC
    100.000000000
    Delaware
    CAPITAL MARKETS

    100.000000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-LII LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-LIV LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-X2 LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-XO-B LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XX LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XXIX LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-XXV LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-LI L.L.C.
    .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 TAX CREDIT


    FUND-VI LIMITED
    PARTNERSHIP
    .100000000
    Massachusetts
    CAPITAL MARKETS
    Corporate Support

    RBC APOLLO 2007-B


    NATIONAL FUND, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO HOUSING V,
    LLC
    1.000000000
    Delaware
    (99% held by RBC
    TAX CREDIT EQUITY,
    LLC)
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-13, L.P.
    99.990000000
    Delaware
    (.01% held by RBC
    TAX CREDIT IV, LLC)
    CAPITAL MARKETS
    Corporate Support

    RBC THREE RIVERS,


    LLC
    NATIONWIDE
    AFFORDABLE
    HOUSING FUND XAPOLLO TAX CREDIT
    FUND-XXXII LIMITED
    PARTNERSHIP
    .010000000

    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

    APOLLO TAX CREDIT


    FUND-63 LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-X2P LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-72
    LIMITED
    PARTNERSHIP

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-12, L.P.

    APOLLO TAX CREDIT


    FUND-XXX LIMITED
    PARTNERSHIP

    .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

    RBC TAX CREDIT


    EQUITY FUND-73
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-13, L.P.

    (b)(4)

    100.000000000
    Delaware
    CAPITAL MARKETS

    APOLLO CORPORATE
    TAX CREDIT FUND1997 LIMITED
    PARTNERSHIP

    APOLLO TAX CREDIT


    FUND-IV LIMITED
    PARTNERSHIP

    (b)(4)

    RBC-CAROLINE W,
    LLC

    100.000000000
    Delaware
    CAPITAL MARKETS

    APOLLO HOUSING I, LLC

    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 II,


    LLC

    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 LIFE INSURANCE


    COMPANY

    RBC CARIBBEAN
    INVESTMENTS
    LIMITED

    98.999505002

    RBC MORTGAGE RISK


    ASSUMPTION, INC.
    100.000000000

    SECURITIZED
    HOLDINGS
    INTERNATIONAL
    LOAN
    PARTNERSHIP

    (b)
    (4)

    RBC CAPITAL MARKETS, LLC


    Minnesota
    (.999995% held by RB CM MEMBER
    CORP. and .00049999 held by RB CM
    PREF HOLDCO CORP.)
    CAPITAL MARKETS
    Personal and Commercial Banking
    Wealth Management
    Corporate Support

    100.000000000
    Minnesota
    WEALTH
    MANAGEMENT
    Capital Markets

    (b)(4)

    RBC PLAN
    HOLDINGS
    (USA) INC.
    100.000000000

    (b)
    (4)
    (b)(4)

    Delaware
    INSURANCE

    RBC FOUNDATION USA


    100.000000000
    Minnesota
    (Charitable foundation)
    PERSONAL AND
    COMMERCIAL BANKING

    (b)(4)

    RBC ALTERNATIVE
    ASSETS, L.P.

    100.000000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY GP-19, LLC
    100.000000000

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-19 L.P.

    Delaware
    CAPITAL MARKETS

    .010000000
    Delaware
    CAPITAL MARKETS

    100.000000000
    Canada
    INSURANCE

    (b)(4)

    RBC GLOBAL ASSET


    MANAGEMENT INC.

    United States
    PERSONAL AND
    COMMERCIAL
    BANKING
    Corporate Support

    RBC TAX CREDIT


    EQUITY, LLC
    100.000000000
    Illinois
    CAPITAL MARKETS
    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

    RBC GLOBAL ASSET


    MANAGEMENT (U.S.)
    INC.

    (b)(4)

    (b)(4)

    RBC BANK (GEORGIA),


    NATIONAL
    ASSOCIATION
    100.000000000

    RBC USA HOLDCO


    CORPORATION
    100.000000000
    Delaware
    CAPITAL MARKETS
    Wealth
    Management
    Corporate Support

    Vermont
    CORPORATE SUPPORT

    100.000000000
    Barbados
    CORPORATE
    SUPPORT
    Personal and
    Commercial Banking

    Delaware
    CAPITAL MARKETS

    ROYAL BANK OF CANADA


    Canada
    United States
    Caribbean
    Channel Islands
    United Kingdom
    South America
    Europe
    Asia
    Australia
    Governance Level 1 Subsidiary
    To be Dissolved / Amalgamated /
    Sold

    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

    ROYAL TRUST CORPORATION


    OF CANADA
    100.000000000

    .010000000
    Delaware
    (99.99% held by RBC
    TAX CREDIT
    MANAGER II, INC.)
    CAPITAL MARKETS

    JOHNS CREEK WALK


    STATE TAX CREDIT
    FUND, LLC
    .010000000
    Delaware
    CAPITAL MARKETS

    NATIONWIDE
    AFFORDABLE
    HOUSING FUND 46 RBC TAX CREDIT
    FUND-77
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-78
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-65 LIMITED
    PARTNERSHIP
    .010000000

    RBC TAX CREDIT


    EQUITY FUND-64
    LIMITED
    PARTNERSHIP
    .010000000

    Delaware
    CAPITAL MARKETS
    Corporate Support

    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-66
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC APOLLO 2007-A


    NATIONAL FUND, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO TAX CREDIT


    FUND-64 LIMITED
    PARTNERSHIP
    .010000000
    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

    APOLLO TAX CREDIT


    FUND-61 LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-67
    LIMITED
    PARTNERSHIP

    RBC TAX CREDIT


    EQUITY FUND-70
    LIMITED
    PARTNERSHIP

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corpiorate Support

    RBC TAX CREDIT


    EQUITY FUND-74
    LIMITED
    PARTNERSHIP
    .010000000

    APOLLO TAX CREDIT


    FUND-XXIII LIMITED
    PARTNERSHIP

    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-17, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-16, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS

    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

    RBC TAX CREDIT


    EQUITY FUND - 82,
    L.P.

    RBC TAX CREDIT


    EQUITY FUND-X6
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    NATIONWIDE
    AFFORDABLE
    HOUSING FUND 53 RBC TAX CREDIT
    FUND-90, LLC
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-10, L.P.

    .010000000
    Delaware
    CAPITAL MARKETS

    .010000000
    Delaware
    CAPITAL MARKETS

    RBC THREE RIVERS,


    LLC

    100.000000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY FUND-84
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-X4
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    NATIONWIDE
    AFFORDABLE
    HOUSING FUND VAPOLLO TAX CREDIT
    FUND-XXI LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-71
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-68,
    LLC

    RBC APOLLO
    NATIONAL FUND-9,
    L.P.

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-82
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-X5
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY CALIFORNIA
    FUND-3, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY FUND-83
    LIMITED
    PARTNERSHIP
    .010000000

    RBC STATE TAX


    CREDIT EQUITY FUND
    -89, LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-20, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS

    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

    AHC SALISHAN, L.L.C.


    100.000000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    .010000000
    Massachusetts
    CAPITAL MARKETS
    Corporate Support

    APOLLO HOUSING V,
    LLC

    RBC TAX CREDIT


    MANAGER III, INC.

    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 TAX CREDIT


    FUND-XL LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    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 TAX CREDIT VI,


    LLC
    1.000000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    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

    RBC TAX CREDIT


    EQUITY FUND-75
    LIMITED
    PARTNERSHIP

    Primary Division (platform) is noted in CAPS.


    Any other divisions (platforms) associated with
    a subsidiary are noted in lower case.

    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY NATIONAL
    FUND-14, L.P.
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    RBC TAX CREDIT


    EQUITY FUND-87
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    APOLLO CALIFORNIA
    TAX CREDIT FUNDXXII LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS

    RBC TAX CREDIT


    EQUITY FUND-85
    LIMITED
    PARTNERSHIP
    .010000000
    Delaware
    CAPITAL MARKETS
    Corporate Support

    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.

    SOOSETTE CREEKAPOLLO HOUSING


    CAPITAL, L.L.C.

    SALMON CREEKAPOLLO HOUSING


    CAPITAL, 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

    AHC SALISHAN II,


    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 Treatment Requested

    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 Treatment Requested

    Confidential Exhibit 7
    City National Corporation Organizational
    Chart

    City National Corporation


    (DE)

    City National Bank


    (CA) 100%

    City National Rochdale


    Holdings LLC
    (DE) -- 100%

    City National
    Rochdale, LLC
    (DE) --100%

    City National Rochdale


    Asia Limited
    (Hong Kong) --100%
    Rochdale Offshore
    Partners III LTD--(BV)
    100%

    RIM Securities LLC


    (DE) --100%

    Symphonic Financial
    Advisors LLC
    (DE) --100%

    Symphonic Securities LLC


    (DE) --100%

    Symphonic Insurance LLC


    (DE) --100%

    City National Securities,Inc.


    (CA) -- 100%

    City National Trade


    Services, LTD
    (Hong Kong) -- 100%

    CNB New Markets


    Investment Fund I, LLC
    (DE) -- 100%

    Convergent Capital Management LLC


    (DE)
    100%

    Mid-Continent Capital, L.L.C.


    (DE) - (b)(4)

    LMCG Investments, LLC


    (DE) -- (b)(4)

    CCM Newco III, Inc.


    (CA)
    100%

    Datafaction, Inc.
    (DE)
    100%

    CCM Holdings III, LLC


    (DE)
    CCM -- 99%
    CCM Newco III -- 1%
    Clifford Swan Investment
    Counsel LLC
    (CA)
    CCM -- (b)(4)
    CCM Newco III -- (b)(4)

    Convergent Wealth Advisors,


    LLC
    (DE) - (b)(4)

    CNB Wealth Management


    & Insurance Services, Inc.
    (CA) -- 100%
    City National
    Properties, Inc.
    (CA) -- 100%
    Citinational
    Real Estate, Inc.
    (CA) -- 100%

    CNB RE
    1801 Holdings, LLC
    (DE) -- 100%

    Independence Investments LLC


    (DE) -- 100%

    CCM Holdings II, LLC


    (DE) -- 100%

    CCM Holdings, LLC


    (DE) -- 100%

    First American Commercial


    Bancorp, Inc.
    (IL) -- 100%

    First American Equipment


    Finance Canada Inc.
    (Ontario, Canada) -- 100%
    Regarding Convergent Capital Management affiliates, some entities
    have both voting and non-voting units. Percentages are for voting units.

    (b)(4)
    190218

    Confidential Treatment Requested

    Confidential Exhibit 8
    Pro Forma Financial and Related
    Information

    RBC Historical Pro Formas


    The following tables present, as at the dates and for the periods indicated, selected
    unaudited pro forma condensed combined consolidated financial information and explanatory
    notes, and include the impact of the Merger on RBCs and CNCs respective historical financial
    positions and results of operations. The unaudited pro forma condensed combined consolidated
    financial information combines the historical financial information of RBC at and for the fiscal
    year ended October 31, 2014 and CNC at and for the year ended December 31, 2014. CNCs
    historical financial information is derived from the Consolidated Financial Statements for Bank
    Holding Companies on Form Y-9C for December 31, 2014. The unaudited pro forma condensed
    combined consolidated statement of income for the period ended October 31, 2014 gives effect
    to the Merger as if it had been completed on November 1, 2013. The unaudited pro forma
    condensed combined consolidated balance sheet at October 31, 2014, assumes the Merger was
    completed on that date. Other than CNCs historical financial information, which is presented
    under U.S. GAAP, the unaudited pro forma condensed combined consolidated financial
    information has been prepared in accordance with International Financial Reporting Standards.
    The unaudited pro forma condensed combined consolidated financial information is
    presented for illustrative purposes only and does not purport to indicate the financial results of
    the combined companies had the companies actually been combined at the beginning of the
    period presented for the income statement and at October 31, 2014 for the balance sheet.

    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

    RBC Projected Pro Formas


    The following unaudited forecasted condensed combined consolidated financial
    information and explanatory notes present the impact of the Merger of RBC and CNC on RBCs
    forecasted financial position, results of operations and regulatory capital.
    The unaudited forecasted condensed combined consolidated financial information
    combines the forecast financial information of RBC and CNC as of and for the fiscal years ended
    October 31, 2015, 2016 and 2017. The forecast financial information assumes the Merger is
    completed on November 1, 2015. This forecast condensed combined consolidated financial
    information has been prepared under International Financial Reporting Standards, which is the
    basis that RBC reports its results. This financial information was prepared for internal budgeting
    and other purposes, and was not prepared with a view toward public disclosure or with a view
    toward complying with the published guidelines of the SEC, the Ontario Securities Commission,
    the guidelines established by the Canadian Institute of Chartered Accountants or the American
    Institute of Certified Public Accountants with respect to prospective financial information or
    International Financial Reporting Standards or U.S. GAAP. The financial forecasts included are
    not facts and should not be relied upon as being necessarily indicative of future results, and
    readers are cautioned not to place undue reliance on these financial forecasts.

    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)

    Summary of Royal Banks Canadian Basel III Implementation1


    In accordance with OSFIs Capital Adequacy Requirements (CAR) Guideline,
    Royal Bank has implemented Basel II, II.5 and III requirements as part of its risk
    management and consolidated regulatory capital reporting processes. In this regard,
    Royal Bank confirms the use of the OSFI-approved Advanced Internal Ratings Based
    (AIRB) Approach and Internal Models Approach (IMA) models to calculate credit
    and market risks for the consolidated banking group arising from Royal Banks banking
    and trading book portfolios, subject to the use of Standardized approaches on the basis of
    non-materiality where permitted by OSFI.2
    As such, while Royal Banks foreign bank organization (FBO) implementation
    plan to comply with the Boards Enhanced Prudential Standards for Bank Holding
    Companies and Foreign Banking Organizations regulation contemplates reorganization
    through an intermediate holding company structure of a bank holding company using
    Standardized approaches for regulatory capital reporting in the United States, Royal Bank
    will continue to report to OSFI under relevant Basel III advanced approaches for
    consolidated purposes in Canada based on applicable OSFI-approved capital models.
    As detailed in the Basel Committee on Banking Supervisions (BCBS)
    Regulatory Consistency Assessment Programme (RCAP) Assessment of Basel III
    Regulations Canada, OSFI-integrated Basel III risk-based capital regulations are in line
    with the internationally agreed timeline, bringing them into force on January 1, 2013.
    The RCAP confirms the Canadian prudential regulations to be overall compliant with the
    standards prescribed in the Basel framework.3
    Capital Definition Difference BCBS versus OSFI
    Royal Bank believes that there are only minor differences between U.S. and
    Canadian approaches with respect to the definition of capital. For example, the BCBS
    found only one potentially material deviation relative to non-viability contingent capital
    (NVCC) preferred shares given the exclusion of a 5.125% regulatory capital point of
    non-viability (PON) trigger due to the applicable accounting treatment of equity versus
    liabilities in Canada.

    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

    Key Basel III Implementation Differences U.S. versus Canada


    However, while the treatment of capital and risk weighted assets are not
    significantly different between the jurisdictions, differences between IFRS and U.S.
    GAAP have some impact, particularly with respect to the leverage ratio. From a U.S.
    versus Canadian implementation perspective, we highlight the following noteworthy
    differences:
    1.

    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

    o In the U.S., securitized mortgages (e.g., sold to Fannie Mae) are


    allowed to be de-recognized from the balance sheet.
    o Similarly, under IFRS, securitization of credit cards must continue
    to be reflected as credit cards on the balance sheet and are thus reflected in
    Royal Banks leverage exposure.
    These differences have a fairly significant impact on the leverage ratio and
    explain why Canadian banks generally have a lower leverage ratio than U.S. banks. This
    is also reflective of the fact that OSFI has prescribed a lower minimum leverage ratio of
    3%. As of first quarter of 2015, Royal Bank remains well above this threshold with an
    excess of 82 basis points, indicating that Royal Bank is not overly leveraged.
    2.

    Other:

    A number of additional differences are noted in the BCBS RCAP assessment of


    Basel III regulations - United States of America, dated December 2014 relative to the
    Standardized and AIRB approaches for credit risk, as well as the Securitization
    Framework.
    In addition, by virtue of the Collins Amendment, advanced approach banks are
    subject to a 100% floor based on the Standardized approach. OSFI continues to impose a
    floor of 90% of Basel I.

    3
    SC1:3819689.2A

    RBC USA Holdco 2013 and 2014 Balance Sheet and Income Statement

    SC1:3822176.1C

    RBC USA Holdco Corporation (Holdco)


    Balance Sheet
    December 31, 2014
    (Amounts in USD and thousands)
    Holdco
    Stand-Alone
    ASSETS:
    1. Cash and balances due from depository institutions:
    a. Noninterest-bearing balances and currency and coin
    b. Interest-bearing balances:
    (1) In U.S. offices
    (2) In foreign offices
    2. Securities:
    a. Held-to-maturity securities
    b. Available-for-sale securities
    3. Federal funds sold & reverse repos:
    a. Federal funds sold in domestic offices
    b. Securities purchased under agreements to resell
    4. Loans and lease financing receivables
    a. Loans and leases held for sale
    b. Loans and leases, net of unearned income
    c. LESS: Allowance for loans and lease losses
    d.
    Loans and leases, net of allowances
    5.
    6.
    7.
    8.
    9.
    10.

    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

    RBC USA Holdco Corporation (Holdco)


    Consolidated Income Statement
    For the 12 months ended December 31, 2014
    (Amounts in USD and thousands)
    Holdco
    Stand-Alone
    1. Interest income:
    a. Interest & fee income on other loans
    (1)
    In domestic offices:
    a. Loans secured by 1 - 4 family residential properties
    b. All other loans secured by real estates
    c. All other loans
    (2)
    In foreign offices
    b. Income from lease financing receivables
    c. Interest income on balances from depository institutions
    d. Interest and dividend income on securities
    (1)
    U.S. Treasury and U.S. government agency obligations
    (2)
    Mortgage-backed securities
    (3)
    All other securities
    e. Interest income from trading assets
    f. Interest income on federal funds sold & reverse repos
    g. Other interest income
    h. Total interest income
    2. Interest expense:
    a. Interest on deposits
    (1)
    In domestic offices:
    a. Time deposits of $100,000 or more
    b. Time deposits of less than $100,000
    c. Other deposits
    (2)
    In foreign offices:
    b. Expense on federal funds purchased and repos
    c. Trading liabilities and other borrowed money

    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.

    Interest on subordinated notes and debentures

    BHCK.4397

    e.
    f.

    Other interest expense


    Total interest expense

    BHCK.4398
    BHCK.4073

    3. Net interest income

    BHCK.4074

    4. Provision for loan and lease losses

    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.

    Net securitization income


    Not applicable
    Net gains (losses) on sales of loans and leases
    Net gains (losses) on sales of other real estate owned
    Net gains (losses) on sales of other assets
    Other noninterest income
    Total noninterest income

    BHCK.B493
    BHCK.8560
    BHCK.8561
    BHCK.B496
    BHCK.B497
    BHCK.4079

    Realized gains (losses) on held-to-maturity securities


    Realized gains (losses) on available-for-sale securities

    BHCK.3521
    BHCK.3196

    7. Noninterest expense:
    a.
    b.
    c.

    8.
    9.
    10.
    11.
    12.
    13.
    14.

    Salaries and employee benefits


    Expenses of premises and fixed assets
    (1)
    Goodwill impairment losses
    (2)
    Amortization and impairment of other intangible assets
    d. Other noninterest expense
    e. Total noninterest expense
    Income (loss) before income tax and extraordinary items
    Applicable income tax
    Income (loss) before extraordinary items, and other adjustments
    Extraordinary items and other adjustments, net of income taxes
    Net income (loss) attributable to holding company and minority interest
    LESS net income (loss) attributable to minority interest
    Net income (loss) attributable to holding company

    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)

    RBC USA Holdco Corporation (Holdco)


    Balance Sheet
    December 31, 2013
    (Amounts in USD and thousands)
    Holdco
    Stand-Alone
    ASSETS:
    1. Cash and balances due from depository institutions:
    a. Noninterest-bearing balances and currency and coin
    b. Interest-bearing balances:
    (1) In U.S. offices
    (2) In foreign offices
    2. Securities:
    a. Held-to-maturity securities
    b. Available-for-sale securities
    3. Federal funds sold & reverse repos:
    a. Federal funds sold in domestic offices
    b. Securities purchased under agreements to resell
    4. Loans and lease financing receivables
    a. Loans and leases held for sale
    b. Loans and leases, net of unearned income
    c. LESS: Allowance for loans and lease losses
    d.
    Loans and leases, net of allowances
    5.
    6.
    7.
    8.
    9.
    10.

    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)

    RBC USA Holdco Corporation (Holdco)


    Consolidated Income Statement
    For the twelve months ended December 31, 2013
    (Amounts in USD and thousands)
    Holdco
    Stand-Alone
    1. Interest income:
    a. Interest & fee income on other loans
    (1)
    In domestic offices:
    a. Loans secured by 1 - 4 family residential properties
    b. All other loans secured by real estates
    c. All other loans
    (2)
    In foreign offices
    b. Income from lease financing receivables
    c. Interest income on balances from depository institutions
    d. Interest and dividend income on securities
    (1)
    U.S. Treasury and U.S. government agency obligations
    (2)
    Mortgage-backed securities
    (3)
    All other securities
    e. Interest income from trading assets
    f. Interest income on federal funds sold & reverse repos
    g. Other interest income
    h. Total interest income
    2. Interest expense:
    a. Interest on deposits
    (1)
    In domestic offices:
    a. Time deposits of $100,000 or more
    b. Time deposits of less than $100,000
    c. Other deposits
    (2)
    In foreign offices:
    b. Expense on federal funds purchased and repos
    c. Trading liabilities and other borrowed money

    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.

    Interest on subordinated notes and debentures

    BHCK.4397

    e.
    f.

    Other interest expense


    Total interest expense

    BHCK.4398
    BHCK.4073

    3. Net interest income

    BHCK.4074

    4. Provision for loan and lease losses

    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.

    Net securitization income


    Not applicable
    Net gains (losses) on sales of loans and leases
    Net gains (losses) on sales of other real estate owned
    Net gains (losses) on sales of other assets
    Other noninterest income
    Total noninterest income

    BHCK.B493
    BHCK.8560
    BHCK.8561
    BHCK.B496
    BHCK.B497
    BHCK.4079

    Realized gains (losses) on held-to-maturity securities


    Realized gains (losses) on available-for-sale securities

    BHCK.3521
    BHCK.3196

    7. Noninterest expense:
    a.
    b.
    c.

    8.
    9.
    10.
    11.
    12.
    13.
    14.

    Salaries and employee benefits


    Expenses of premises and fixed assets
    (1)
    Goodwill impairment losses
    (2)
    Amortization and impairment of other intangible assets
    d. Other noninterest expense
    e. Total noninterest expense
    Income (loss) before income tax and extraordinary items
    Applicable income tax
    Income (loss) before extraordinary items, and other adjustments
    Extraordinary items and other adjustments, net of income taxes
    Net income (loss) attributable to holding company and minority interest
    LESS net income (loss) attributable to noncontrolling (minority) interest
    Net income (loss) attributable to holding company

    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)

    RBC USA Holdco Historical Pro Formas


    The following tables present, as at the dates and for the periods indicated, selected
    unaudited pro forma combined consolidated financial information and explanatory notes, and
    include the impact of the Merger on RBC USA Holdcos and CNCs respective historical
    financial positions and results of operations. The unaudited pro forma combined consolidated
    financial information combines the historical financial information of RBC USA Holdco at and
    for the year ended December 31, 2014 and CNC at and for the year ended December 31, 2014.
    CNCs historical financial information is derived from the Consolidated Financial Statements for
    Bank Holding Companies on Form Y-9C for December 31, 2014. The unaudited pro forma
    combined consolidated statement of income for the year ended December 31, 2014 gives effect
    to the Merger as if it had been completed on January 1, 2014. The unaudited pro forma
    combined consolidated balance sheet at December 31, 2014, assumes the Merger was completed
    on that date. The unaudited pro forma combined consolidated financial information has been
    prepared in accordance with U.S. GAAP.
    The unaudited pro forma combined consolidated financial information is presented for
    illustrative purposes only and does not purport to indicate the financial results of the combined
    companies had the companies actually been combined at the beginning of the period presented
    for the income statement and at December 31, 2014 for the balance sheet.

    SC1:3822176.1C

    RBC USA Holdco Pro Forma Historical Income Statement

    Report of Income for Bank Holding Companies


    RBC USA
    Holdco

    CNC

    Combined
    Pro Forma

    2014

    2014

    2014

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou

    Schedule HI - Consolidated Income Statement


    Dollar Amounts in Thousands
    1 Interest income
    a. Interest and fee income on loans:
    b. Income from lease financing receivables
    c. Interest income on balances due from depository institutions
    d. Interest and dividend income on securities:
    e. Interest income from trading assets
    f. Interest income on federal funds sold and securities purchased under Agreements
    to resell
    g. Other interest income
    h. Total interest income (sum of items 1.a through 1.g)
    2. Interest expense
    a. Interest on deposits:
    b. Expense on federal funds purchased and securities sold under Agreements to
    repurchase
    c. Interest on trading liabilities and other borrowed money (excluding subordinated
    notes and debentures)
    d. Interest on subordinated notes and debentures and on mandatory convertible
    securities
    e. Other interest expense
    f. Total interest expense (sum of items 2.a through 2.e)
    3. Net interest income (item 1.h minus item 2.f)
    4. Provision for loan and lease losses (from Schedule HI-B, part II, item 5)
    5. Noninterest income:
    a. Income from fiduciary activities
    b. Service charges on deposit accounts in domestic offices
    c. Trading revenue
    d. (1) Fees and commissions from securities brokerage
    (2) Investment banking, advisory, and underwriting fees and commissions
    (3) Fees and commissions from annuity sales
    (4) Underwriting income from insurance and reinsurance activities
    (5) Income from other insurance activities
    e. Venture capital revenue
    f. Net servicing fees
    g. Net securitization income
    h. Not applicable
    i. Net gains (losses) on sales of loans and leases
    j. Net gains (losses) on sales of other real estate owned
    k. Net gains (losses) on sales of other assets (excluding securities)
    l. Other noninterest income
    m. Total noninterest income (sum of items 5.a through 5.l)
    6. a. Realized gains (losses) on held-to-maturity securities
    b. Realized gains (losses) on available-for-sale securities
    7. Noninterest expense:
    a. Salaries and employee benefits
    b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and
    employee benefits and mortgage interest)
    c. (1) Goodwill impairment losses
    (2) Amortization expense and impairment losses for other intangible assets
    d. Other noninterest expense
    e Total noninterest expense (sum of items 7.a through 7.d)
    8. Income (loss) before income taxes and extraordinary items, and other adjustments
    (sum of items 3, 5.m, 6.a, and 6.b minus items 4 and 7.e)
    9. Applicable income taxes (foreign and domestic)
    10. Income (loss) before extraordinary items and other adjustments (item 8
    minus item 9)
    11. Extraordinary items and other adjustments, net of income taxes
    12. Net Income (loss) attributable to bank holding company and noncontrolling
    (minority) interests (sum of items 10 and 11)
    13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report
    as a positive value; if net loss, report as a negative value)
    14. Net income (loss) attributable to bank holding company (item 12 minus item 13)
    Notes:

    - All figures presented under U.S. GAAP and in USD


    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

    - Assumed Merger closing date of January 1, 2014


    -

    (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

    RBC USA Holdco Pro Forma Historical Balance Sheet

    Consolidated Financial Statements for Bank Holding Companies


    RBC USA
    Holdco

    CNC

    Combined

    2014

    2014

    2014

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou

    Purchase
    Adjustment

    Combined
    Pro Forma
    2014

    Schedule HC - Consolidated Balance Sheet

    ASSETS
    1. Cash and balances due from depository institutions:

    (b)(4)

    a. Noninterest-bearing balances and currency and coin


    b. Interest-bearing balances:

    456,451

    Bil | Mil | Thou

    Bil | Mil | Thou

    (b)(4)

    (b)(4)

    336,470
    119,981

    (1) In U.S. offices


    2. Securities:

    119,981
    9,310,014

    a. Held-to-maturity securities (from Schedule HC-B, column A)

    3,427,031

    b. Available-for-sale securities (from Schedule HC-B, column D)


    3. Federal funds sold and securities purchased under agreements to resell:

    5,882,983
    200,000

    a. Federal funds sold in domestic offices


    b. Securities purchased under agreements to resell
    4. Loans and lease financing receivables:

    200,000
    20,529,428

    b. Loans and leases, net of unearned income


    c. LESS: Allowance for loan and lease losses
    d. Loans and leases, net of unearned income and allowance for loan and lease losses

    20,848,185
    318,757

    (item 4.b minus 4.c)

    20,529,428

    5. Trading assets (from Schedule HC-D)

    173,188

    6. Premises and fixed assets (including capitalized leases)

    207,700

    7. Other real estate owned (from Schedule HC-M)

    23,496

    8. Investments in unconsolidated subsidiaries and associated companies

    155

    9. Direct and indirect investments in real estate ventures


    10. Intangible assets:

    670,875

    a. Goodwill

    635,868

    b. Other intangible assets (from Schedule HC-M)

    35,007

    11. Other assets (from Schedule HC-F)

    1,039,056

    12. Total assets (sum of items 1 through 11)

    87,949,798

    Bil | Mil | Thou

    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:

    All figures presented under U.S. GAAP and in USD

    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)

    Assumed Merger closing date of December 31, 2014

    (b)(4)

    Bil | Mil | Thou

    120,560,161

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou


    -

    (b)(4)

    28,110,190

    (b)(4)

    28,110,190
    3,089,905
    25,020,285
    320,000
    320,000

    b. Securities sold under agreements to repurchase


    Trading liabilities (from Schedule HC-D)
    Other borrowed money (includes mortgage indebtedness and obligations under capitalized
    leases) (from Schedule HC-M)
    a. Subordinated notes and debentures
    b. Subordinated notes payable to unconsolidated trusts issuing trust preferred securities,
    and trust preferred securities issued by consolidated special purpose entities
    Other liabilities (from Schedule HC-G)
    Total liabilities (sum of items 13 through 20)

    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)

    RBC USA Holdco Projected Pro Formas


    The following unaudited forecasted combined consolidated financial information and
    explanatory notes present the impact of the Merger of RBC USA Holdco and CNC on RBC USA
    Holdcos forecasted financial position, results of operations and regulatory capital.
    The unaudited forecasted combined consolidated financial information combines the
    forecast financial information of RBC USA Holdco and CNC as of and for the year ended
    December 31, 2015, 2016 and 2017. The forecast financial information assumes the Merger is
    completed on November 1, 2015. This forecast combined consolidated financial information has
    been prepared under U.S. GAAP. This financial information was prepared for internal budgeting
    and other purposes, and was not prepared with a view toward public disclosure or with a view
    toward complying with the published guidelines of the SEC or the American Institute of
    Certified Public Accountants with respect to prospective financial information or U.S. GAAP.
    The financial forecasts included are not facts and should not be relied upon as being necessarily
    indicative of future results, and readers are cautioned not to place undue reliance on these
    financial forecasts.
    RBC USA Holdco has estimated its regulatory capital and risk-weighted asset
    information on a best efforts basis. RBC USA Holdco does not currently have regulatory capital
    restrictions at the holding company level.

    SC1:3822176.1C

    RBC USA Holdco Income Statement Pro Forma Projections

    Report of Income for Bank Holding Companies


    RBC USA Holdco
    2013

    2014

    RBC USA Holdco Combined


    with CNC
    2015

    2016

    2017

    Schedule HI - Consolidated Income Statement


    Dollar Amounts in Thousands
    1 Interest income
    a. Interest and fee income on loans:
    b. Income from lease financing receivables
    c. Interest income on balances due from depository institutions
    d. Interest and dividend income on securities:
    e. Interest income from trading assets
    f. Interest income on federal funds sold and securities purchased under Agreements
    to resell
    g. Other interest income
    h. Total interest income (sum of items 1.a through 1.g)
    2. Interest expense
    a. Interest on deposits:
    b. Expense on federal funds purchased and securities sold under Agreements to
    repurchase
    c. Interest on trading liabilities and other borrowed money (excluding subordinated
    notes and debentures)
    d. Interest on subordinated notes and debentures and on mandatory convertible
    securities
    e. Other interest expense
    f. Total interest expense (sum of items 2.a through 2.e)
    3. Net interest income (item 1.h minus item 2.f)
    4. Provision for loan and lease losses (from Schedule HI-B, part II, item 5)
    5. Noninterest income:
    a. Income from fiduciary activities
    b. Service charges on deposit accounts in domestic offices
    c. Trading revenue
    d. (1) Fees and commissions from securities brokerage
    (2) Investment banking, advisory, and underwriting fees and commissions
    (3) Fees and commissions from annuity sales
    (4) Underwriting income from insurance and reinsurance activities
    (5) Income from other insurance activities
    e. Venture capital revenue
    f. Net servicing fees
    g. Net securitization income
    h. Not applicable
    i. Net gains (losses) on sales of loans and leases
    j. Net gains (losses) on sales of other real estate owned
    k. Net gains (losses) on sales of other assets (excluding securities)
    l. Other noninterest income
    m. Total noninterest income (sum of items 5.a through 5.l)
    6. a. Realized gains (losses) on held-to-maturity securities
    b. Realized gains (losses) on available-for-sale securities
    7. Noninterest expense:
    a. Salaries and employee benefits
    b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and
    employee benefits and mortgage interest)
    c. (1) Goodwill impairment losses
    (2) Amortization expense and impairment losses for other intangible assets
    d. Other noninterest expense
    e Total noninterest expense (sum of items 7.a through 7.d)
    8. Income (loss) before income taxes and extraordinary items, and other adjustments
    (sum of items 3, 5.m, 6.a, and 6.b minus items 4 and 7.e)
    9. Applicable income taxes (foreign and domestic)
    10. Income (loss) before extraordinary items and other adjustments (item 8
    minus item 9)
    11. Extraordinary items and other adjustments, net of income taxes
    12. Net Income (loss) attributable to bank holding company and noncontrolling
    (minority) interests (sum of items 10 and 11)
    13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report
    as a positive value; if net loss, report as a negative value)
    14. Net income (loss) attributable to bank holding company (item 12 minus item 13)
    Notes:

    - All figures presented under U.S. GAAP and in USD


    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)

    Assumed Merger closing date of November 1, 2015

    (b)(4)

    Bil | Mil | Thou

    Bil | Mil | Thou

    (b)(4)

    Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou

    (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 Balance Sheet Pro Forma Projections

    Consolidated Financial Statements for Bank Holding Companies


    RBC USA
    Holdco

    RBC USA
    Holdco

    RBC USA Holdco Combined with CNC

    2013

    2014

    2015

    2016

    2017

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou

    Bil | Mil | Thou

    Schedule HC - Consolidated Balance Sheet

    ASSETS
    1. Cash and balances due from depository institutions:

    (b)(4)

    (b)(4)

    (b)(4)

    a. Noninterest-bearing balances and currency and coin


    b. Interest-bearing balances:
    (1) In U.S. offices
    2. Securities:
    a. Held-to-maturity securities (from Schedule HC-B, column A)
    b. Available-for-sale securities (from Schedule HC-B, column D)
    3. Federal funds sold and securities purchased under agreements to resell:
    a. Federal funds sold in domestic offices
    b. Securities purchased under agreements to resell
    4. Loans and lease financing receivables:
    b. Loans and leases, net of unearned income
    c. LESS: Allowance for loan and lease losses
    d. Loans and leases, net of unearned income and allowance for loan and lease losses
    (item 4.b minus 4.c)
    5. Trading assets (from Schedule HC-D)
    6. Premises and fixed assets (including capitalized leases)
    7. Other real estate owned (from Schedule HC-M)
    8. Investments in unconsolidated subsidiaries and associated companies
    9. Direct and indirect investments in real estate ventures
    10. Intangible assets:
    a. Goodwill
    b. Other intangible assets (from Schedule HC-M)
    11. Other assets (from Schedule HC-F)
    12. Total assets (sum of items 1 through 11)

    87,949,798

    Bil | Mil | Thou

    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

    Bil | Mil | Thou

    (b)(4) (b)(4)

    b. Securities sold under agreements to repurchase


    15. Trading liabilities (from Schedule HC-D)
    16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
    leases) (from Schedule HC-M)
    19. a. Subordinated notes and debentures
    b. Subordinated notes payable to unconsolidated trusts issuing trust preferred securities,
    and trust preferred securities issued by consolidated special purpose entities
    20. Other liabilities (from Schedule HC-G)
    21. Total liabilities (sum of items 13 through 20)
    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)

    87,949,798

    Notes:

    All figures presented under U.S. GAAP and in USD

    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)

    - Assumed Merger closing date of November 1, 2015


    -

    (b)(4)

    Bil | Mil | Thou

    Bil | Mil | Thou

    (b)(4)

    Bil | Mil | Thou

    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 Treatment Requested

    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 $

    As of December 31, 2014, CNCs loan portfolio consists of approximately 30%


    retail loans and 70% wholesale loans. Most of CNCs retail loans are comprised of residential
    mortgages, which on average have a FICO score of 753 and loan-to-value (LTV) ratio of 44%
    based on weighted property value (54% LTV based on weighted outstanding balance). CNCs
    wholesale loans are well diversified across several industries, with the largest sector
    concentration in real estate, comprising approximately 25% of total retail and wholesale loans
    outstanding. As of December 31, 2014, CNCs non-accrual loans as a percentage of its total
    loans (excluding loans covered under FDIC loss sharing arrangements) is 0.21%.
    Other Significant Assets
    As of October 31, 2014, RBC held approximately $178 billion of securities and
    $121 billion of assets purchased under reverse purchase agreements and securities owned
    (Reverse Repos). On a pro forma basis, there would be an increase of approximately $9 billion
    in RBCs securities, and no increase in Reverse Repos. For more information on RBCs
    securities portfolio, please see page 131-142 of RBCs 2014 Annual Report, included as Public
    Exhibit 3.
    Securities
    On a pro forma basis, the securities portfolio of RBC USA Holdco would be in
    (b)(4)
    the amount of approximately
    This figure is comprised of RBC USA Holdcos
    (b)(4)
    approximately
    securities portfolio and CNCs approximately $9 billion securities
    portfolio, each as of December 31, 2014.
    RBC USA Holdcos securities portfolio is primarily comprised

    (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)

    CNCs securities portfolio is comprised of approximately $8 billion of securities


    guaranteed by the U.S. government or a U.S. government agency, approximately $6 billion of
    which are agency mortgage-backed securities and collateralized mortgage obligations. The
    remaining securities are comprised of government agency mortgage-backed securities and
    collateralized mortgage obligations. The remaining securities are largely comprised of
    investment grade municipal bonds (approximately $1 billion) and investment grade corporate
    bonds (approximately $300 million).
    As of December 31, 2014, 77% of CNCs securities portfolio was rated AAA or
    guaranteed by a U.S. government agency; 11% of CNCs securities portfolio was guaranteed by
    the U.S. government; 9% of CNCs securities portfolio was rated AA; and 3% of CNCs
    securities portfolio was rated A. Less than 1% ($13 million) of CNCs securities portfolio,
    consisting of two non-agency collateral mortgage obligations, was rated below investment grade.
    Reverse Repos
    (b)(4)
    As of December 31, 2014, RBC USA Holdco held approximately
    of
    Reverse Repos on its balance sheet. As of December 31, 2014, CNC held no Reverse Repos on
    (b)(4)
    its balance sheet.

    SC1:3823810.1B

    Confidential Treatment Requested

    Confidential Exhibit 10
    Risk Management Information

    Risk Management Information1


    RBC has three enterprise-wide risk management frameworks, each of which is
    included in this exhibit. The Enterprise Risk Management Framework, dated October 2014,
    provides an overview of RBCs enterprise-wide program for identifying, assessing, measuring,
    controlling, monitoring and reporting on, the significant risks that face the organization. The
    Enterprise Risk Conduct Framework, dated October 2014, provides an overview of how risk
    conduct is positioned within RBC, as well as key initiatives planned or underway to further
    strengthen risk conduct and ensure RBCs practices meet evolving regulatory expectations.
    Finally, the Enterprise Risk Appetite Framework, dated December 2014, outlines how RBC
    defines its organizational risk capacity, establishes its risk appetite, sets risk limits and
    tolerances, assesses risk posture and measures risk profile.2

    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 Treatment Requested

    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)

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    (b)(4)

    Confidential Treatment Requested

    Confidential Exhibit 12
    Information pertaining to BSA/AML
    Integration

    Information Pertaining to BSA/AML Integration1


    The Applicants expect that the City National BSA/AML function, including the
    BSA/AML investigation department of City National, will be integrated organizationally into
    RBCs global AML function, as is the case with other RBC U.S. entities. Furthermore, the
    Applicants expect that City National will adopt certain of RBCs global BSA/AML best
    practices, as applicable to the City National business model, except where U.S. laws and
    regulations require a different approach. It is anticipated that City Nationals existing BSA/AML
    technology infrastructure and systems will be maintained; however, selected practices or tools
    may be adapted (such as case management and rules validation protocols) by City National in
    order to align with such global best practices.
    The Applicants also expect City National to adopt RBC group-wide standards
    where these standards exceed the requirements applicable to the entity with respect to
    BSA/AML, sanctions, high risk clients and anti-bribery/corruption compliance. City National
    would undergo rules validation, enhanced monitoring rules (where appropriate) and detailed
    BSA/AML program assessment. City National would be integrated together with RBCs U.S.
    wealth management in the single view of client strategy to include AML processes, where
    feasible and appropriate, as a matter of priority.

    Terms used but not defined herein have the same meaning as in the Preliminary Statement to the
    Application.

    SC1:3815734.2A

    Confidential Treatment Requested

    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 Treatment Requested

    Confidential Exhibit 14
    RBC Bank (Georgia), N.A. CRA Plan

    RBC Bank (Georgia), N.A.


    Community Reinvestment Plan
    May, 2014
    CRA Requirements
    Congress enacted the Community Reinvestment Act (CRA) in 1977 to
    encourage financial institutions to serve the credit needs of the entire
    communities in which they are doing business, including low- and moderateincome areas and individuals.
    RBC Banks Commitment
    RBC Bank (Georgia), N.A. (RBC Bank) is subject to the requirements of the
    CRA and is committed to meeting the requirements of the CRA by
    providing credit, investments, and services with a focus on community
    development in the designated assessment area. Through RBC Banks
    financial commitment to serve affordable housing initiatives, consumer
    finance, community development loans and investments or contributions and
    grants the bank helps to meet the financial and servicing needs of the
    communities in which it does business.
    CRA Rating
    The CRA requires each federal financial supervisory agency to assess the
    banks record of meeting the credit needs of its entire community, including
    low- and moderate income (LMI) neighborhoods, consistent with the safe
    and sound operation of the institution. In July 2013, the Office of the
    Comptroller of the Currency (OCC) completed an evaluation of RBC Banks
    record of meeting the credit needs of the Atlanta MSA from January 1, 2012
    through June 30, 2013 and issued an overall Satisfactory CRA rating.
    Major factors supporting the rating include:
    x The banks geographic distribution of loans reflects good
    penetration throughout the assessment area (AA).
    x The banks record of lending to borrowers of different
    incomes was good.
    x The banks level of qualified investments was good in
    relationship to the banks financial resources and community
    development opportunities. The qualified investments exhibit
    an adequate level of responsiveness to community needs.
    x The banks level of community development services exhibit
    an adequate level of responsiveness to community needs.
    1

    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

    PERFORMANCE TEST RATINGS


    (as self-assessed by Compliance)
    Lending Test
    Investment Test Service Test
    X

    x Maintained relationships with three Community Development


    Partners in the Atlanta MSA.
    x Reaffirmed Atlanta MSA as defined assessment area with no changes
    recommended for 2014.
    x Received an overall Satisfactory rating for the OCCs evaluation of
    the Banks CRA program.
    x Provided the second instalment of $10,000 to Atlanta Neighborhood
    Development Partnership as part of the 3-year $30,000 commitment in
    support of the One Home Makes a Difference initiative.
    x Participated with D&E, the Power Group in the delivery of eleven
    homeownership counselling workshops and ten credit counselling
    seminars.
    x Participation on the Atlanta Neighborhood Development Partnership
    One Home Makes A Difference Advisory Board by Chief Risk
    Officer.
    x Purchased 21 CRA loan pools totalling $22.121M (158 loans).
    x Implemented an Affordable Housing Fixed-Rate Product (AHP)
    designed for low- and moderate income individuals.
    x Organically originated three Affordable Housing Product (AHP)
    home purchase loans.
    x Participation in the Federal Home Loan Bank of Atlantas
    downpayment assistance program.
    x Provided $60,850 in grants and donations in support of financial
    literacy and affordable housing.
    x Satisfactory level of CRA qualified investments (mortgage-backed
    securities) of $11.729M.
    x Fair Lending Decision and Pricing Regression analysis did not reveal
    any pattern or practice of discrimination.
    x No CRA or Fair Lending-related complaints have been received.
    x Community Development Initiatives
    Community Development Partners
    RBC Bank will continue to partner with the following Community
    Development Partners to determine the credit and housing needs of the AA.
    x Atlanta Neighborhood Development Partnership, Inc (ANDP)
    ANDP was created in 1991 to address the diminishing supply
    of affordable housing in the Metropolitan Atlanta region as well
    3

    as to help reclaim declining neighborhoods in its core.


    Throughout its history, ANDP has supported the creation of
    more than 8,000 units of housing for people with low-to
    moderate incomes. In 2007, the ANDP Board of Directors
    authorized a complete organizational focus on addressing the
    foreclosure crisis. Since this time, all programs-development,
    lending and advocacy-have been realigned to help keep families
    in their homes and helping the region address the impact of the
    foreclosure crisis.
    x D & E, The Power Group
    D&E, The Power Group is a non-profit organization designed
    to help area residents obtain safe, clean, and affordable housing.
    Its overall mission is to transform economically distressed
    neighborhoods into viable, thriving, and sustainable
    communities by providing quality affordable homes and homeownership counselling services.
    x Operation Hope, Inc.
    Operation Hope was created in 1992 to expand economic
    opportunity in underserved communities through economic
    education and empowerment. Operation Hope improves the
    economic quality of life for individuals, families, and
    communities through programs that create stakeholders:
    converting check cashing customers into banking customers,
    renters into homeowners, small business dreamers into small
    business owners, and minimum wage workers into living wage
    workers.
    Lending Test
    The lending test evaluates RBC Banks record of helping to meet the credit
    needs of the AA by considering home mortgage, small business, small farm,
    and community development lending. The lending performance is evaluated
    pursuant to the following criteria: 1) the volume of lending activity; 2) the
    proportion of lending within the assessment area; 3) the dispersion of loans
    and the number and amount of loans in low, moderate, middle, and upperincome geographies in the assessment area; 4) the distribution of loans
    among borrowers of low, moderate, middle and upper-income levels and
    businesses (including farms) of different sizes; 5) the distribution of small
    business and small farm loans by loan amount at origination; 6) the volume
    of community development lending; and 7) the use of innovative or flexible
    lending practices. Performance under the lending test is weighted more
    4

    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

    amount of qualified investments; 2) the innovativeness or complexity of


    qualified investments; 3) the responsiveness of qualified investments to
    credit and community development needs; and 4) the degree to which the
    qualified investments are not routinely provided by private investors.
    While the regulation does not set forth guidance on how to determine an
    adequate level of CRA qualified investments, the regulators generally view
    2%-5% of Tier 1 capital as sufficient. Based on the banks financial
    resources and community development opportunities, the level of CRA
    qualified investments benefitting low- and moderate income individuals is
    considered satisfactory at $11.7 million (5.21% of Tier 1 capital) as of
    04/30/14. The majority of this lies in GNMA, FHLMC, and FNMA
    Mortgage Pools for LMI borrowers within the AA.
    Additionally, RBC Bank provided the following grants and donations in
    2013 and Q1 2014:
    x D&E, the Power Group
    o $15,850 in support of Homebuyer Education workshops
    and Credit Counselling seminars benefitting low- and
    moderate-income individuals and first-time homebuyers.
    x Operation Hope
    o $25,000 for continued support of the Financial Dignity
    Cluster Pilot serving the Maynard H. Jackson High
    School Zone. This program is focused on expanding
    economic opportunity in underserved communities
    through economic education and empowerment,
    including youth education, adult empowerment and
    emergency preparation.
    o $10,000 in support of the Banking on Your Future
    College program. This program powers and equips
    todays college students with the tools to understand the
    language of money and cultivate a spirit of giving.
    x Atlanta Neighborhood Development Partnership
    o $10,000 (second instalment of $30,000 3-year
    commitment) in support of the One Home Makes a
    Difference effort to purchase and rehabilitate foreclosed
    homes.

    RBC Bank will continue to explore additional opportunities for providing


    CRA qualified investments, grants and donations benefitting LMI
    individuals and communities in the AA.
    Service Test
    Community Development Services
    The service test evaluates RBC Banks record of helping to meet the credit
    needs of the AA by analyzing both the availability and effectiveness of RBC
    Banks systems for delivering retail banking services and the extent and
    innovativeness of its community development services. RBC Banks retail
    banking services are evaluated pursuant to the following criteria: 1) the
    distribution of the institutions branches among geographies of different
    income levels; 2) the record of opening and closing branches; 3) the
    availability and effectiveness of alternate systems for delivering retail
    banking services; and 4) the range of services provided in low, moderate,
    middle and upper income geographies.
    Additionally, community development services are evaluated pursuant to the
    following criteria: 1) the extent of community development services offered
    and used; 2) the innovativeness of community development services,
    including whether they serve low- and moderate-income customers in new
    ways or serve groups of customers not previously served; 3) the degree to
    which they serve low- and moderate income areas or individuals; and 4)
    their responsiveness to available opportunities for community development
    services.
    RBC Bank does not have a retail banking service presence in the AA due to
    the banks business strategy to provide cross-border support to Royal Bank
    of Canadas Canadian clients who have banking needs in the United States
    through an integrated online banking platform and a centralized contact
    center. However, the Bank is committed to serving the needs of the Atlanta
    MSA and will continue to look for additional opportunities to serve on
    Boards or committees of organizations whose primary goal is community
    development, provide technical assistance related to the provision of
    financial services in order to support a community development
    organization, program or project, volunteer to teach financial education,
    provide financial coaching, and create financial access opportunities for lowand moderate-income families.

    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 Treatment Requested

    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 Treatment Requested

    Confidential Exhibit 16
    City National Corporation Dividend
    Information

    CNC Dividend Information1


    (b)(4)

    SC1:3815735.1A

    Confidential Treatment Requested

    Confidential Exhibit 17
    Principal Information

    Information Regarding Principals of RBC USA Holdco Corporation


    Information in response to items 3(1)(a)-(d) of Form FR Y-3F is provided below.*
    Applicant: RBC USA Holdco
    The current principals of RBC USA Holdco are listed below.
    Name

    Citizenship

    Address

    Title or Positions with


    RBC USA Holdco

    Blair Fleming

    Canada

    200 Vesey Street, New


    York, NY 10281

    Director/Chairman

    Shares of RBC USA


    Holdco owned,
    controlled, or held with
    power to vote.
    N/A

    Mark R. Hughes

    Canada

    Director

    N/A

    Michael T. Lee

    United States

    200 Bay Street, South


    Tower, Toronto,
    Ontario, Canada M5J
    2J5
    50 6th Street, Suite 2350,
    Minneapolis, MN 55402

    Director

    N/A

    John Taft

    United States

    Director

    N/A

    Roger A. Blissett

    United States

    60 S 6th Street, P19,


    Minneapolis, MN 55402
    200 Vesey Street, New
    York, NY 10281

    President

    N/A

    Steven J. Decicco

    United States

    200 Vesey Street, New


    York, NY 10281

    Treasurer

    N/A

    Royal Bank of Canada

    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

    200 Bay Street, Toronto, N/A


    100%
    Canada M5J 2J5
    * The composition of the post-Merger board of directors and senior management of RBC USA Holdco and CNB is currently being considered. The Applicants
    will provide such information in a supplemental submission once it has been finalized.
    1

    Terms used but not defined herein have the same meaning as in the Preliminary Statement to the Application.

    SC1:3813916.1

    Confidential Treatment Requested

    Confidential Exhibit 18
    Information Pertaining to Item 3(2) and
    Item 12 of Form FR Y-3F

    Information in Response to Item 3(2) and Item 121


    Name

    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

    W. Geoffrey Beattie, a current director of Royal Bank, is also a current director of


    the General Electric Company (GE). GE is an indirect holding company of two U.S.
    depository institutions: GE Capital Bank, a Utah state-chartered industrial bank with its sole
    office in Salt Lake City, Utah (GECB), and Synchrony Bank, a federal savings association
    with its main office in Draper, Utah, a brick-and-mortar branch in Bridgewater, New Jersey and
    a cyber office in Merriam, Kansas (Synchrony).
    GECB has no offices in the relevant banking markets in which CNB has offices.
    Synchronys branch in Bridgewater, New Jersey, which is located at 200 Crossing Blvd.,
    Bridgewater, NJ 08807 (the Bridgewater Branch), is within the FRB Market of Metro New
    York City, NY-NJ-CT-PA. Two of CNBs branches, which are located at 400 Park Avenue,
    New York, NY 10022 (the Park Avenue Branch) and 1140 6th Avenue, New York, NY 10036
    (the 6th Avenue Branch), are also within such FRB Market. The Bridgewater Branch is located
    approximately 45 road miles from the Park Avenue Branch and approximately 40 road miles
    from the 6th Avenue Branch.

    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

    From: Michael Waldron


    Sent: Monday, March 16, 2015 6:50 PM
    To: Joshua Sherwin
    Cc: Renae Brinkley; Flora Ahn; Kevin Kostyk
    Subject: RE: (b)(5)
    FRSONLY-

    INTERNAL FR
    (b)(5)

    From: Joshua Sherwin


    Sent: Monday, March 16, 2015 11:43 AM
    To: Michael Waldron
    Cc: Renae Brinkley
    Subject: (b)(5)
    -FRSONLY-

    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

    Please let me know of any changes to the AMPS proposal.

    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)

    I will check on the publication dates.


    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

    (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

    Ill send it to Sylvia Parks and Marilyn Arbuthnott.


    From: Davis, George
    Sent: Tuesday, March 17, 2015 3:30 PM
    To: Brannon, Lisa
    Subject: FW: RBC

    Please send Sylvia Parks a copy of the PDF that we received.


    I think we should have a kick off 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: 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

    From: Yunayev, Rufat [mailto:yunayevr@sullcrom.com]


    Sent: Tuesday, March 17, 2015 10:09 AM
    To: Hurwitz, Ivan; Yee, Rosalie
    Cc: Cohen, H. Rodgin; Toumey, Donald J.; Gerlach, C. Andrew
    Subject: Royal Bank of Canada

    Dear Mr. Hurwitz and Ms. Yee,


    Please see the attached application. Hard copies will be delivered to the FRBNY shortly.

    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

    I will make sure ACRU gets Sylvia a copy.


    I think we should have a kick off 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: Yee, Rosalie
    Sent: Tuesday, March 17, 2015 3:18 PM
    To: Davis, George
    Subject: 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

    What does the regulation say?

    From: Davis, George


    Sent: Wednesday, March 18, 2015 09:56 AM
    To: Yee, Rosalie
    Subject: RE: RBC/City National

    (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:

    Silvia Parks (FRS)


    Althea Pieters
    FW: <Filing Attached for Review> Royal Bank of Canada -FRSONLYWednesday, March 18, 2015 10:08:26 AM
    SC1-#3827623-v1-RBC_Federal_Reserve_Application.PDF
    image001.png

    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

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on March 17, 2015 at 3:43pm
    (above).

    From: Yee, Rosalie


    Sent: Tuesday, March 17, 2015 11:04 AM
    To: Davis, George; McCune, Crystall
    Subject: FW: Royal Bank of Canada

    From: Yunayev, Rufat [mailto:yunayevr@sullcrom.com]


    Sent: Tuesday, March 17, 2015 10:09 AM

    To: Hurwitz, Ivan; Yee, Rosalie


    Cc: Cohen, H. Rodgin; Toumey, Donald J.; Gerlach, C. Andrew
    Subject: Royal Bank of Canada

    Dear Mr. Hurwitz and Ms. Yee,


    Please see the attached application. Hard copies will be delivered to the FRBNY shortly.
    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/City National
    Wednesday, March 18, 2015 11:25:44 AM

    These are instructions from our public website.

    (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.

    From: Yee, Rosalie


    Sent: Wednesday, March 18, 2015 10:58 AM
    To: Davis, George
    Subject: RE: RBC/City National

    (b)(5)

    . Can you email Andrew

    Gerlach and ask if he has time today at 2:30pm or 3pm? Thanks.


    From: Davis, George
    Sent: Wednesday, March 18, 2015 9:56 AM
    To: Yee, Rosalie
    Subject: RE: 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: 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:

    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

    Sullivan & Cromwell will be calling your office at 2:30


    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, March 18, 2015 11:33 AM
    To: Yee, Rosalie
    Subject: RE: RBC/City National

    I will see what I can arrange.


    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, March 18, 2015 10:58 AM
    To: Davis, George
    Subject: RE: RBC/City National
    DUPLICATE - An identical copy of this email is contained in the email chain on March 18, 2015 at 11:25am
    (above).

    From: Davis, George


    Sent: Wednesday, March 18, 2015 9:56 AM
    To: Yee, Rosalie
    Subject: RE: 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: 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:

    Barone, Barbara
    Davis, George
    RE: RBC/City National Bank
    Wednesday, March 18, 2015 12:05:39 PM

    Will do.

    From: Davis, George [mailto:george.davis@ny.frb.org]


    Sent: Wednesday, March 18, 2015 12:02 PM
    To: Barone, Barbara
    Subject: RE: RBC/City National Bank

    Have them call Rosalie Yee at 212-720-2740. 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: Barone, Barbara [mailto:BaroneB@sullcrom.com] On Behalf Of Toumey, Donald J.
    Sent: Wednesday, March 18, 2015 11:58 AM
    To: Davis, George
    Cc: Toumey, Donald J.; Yunayev, Rufat
    Subject: RE: RBC/City National Bank

    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

    From: Davis, George [mailto:george.davis@ny.frb.org]


    Sent: Wednesday, March 18, 2015 11:32 AM
    To: Toumey, Donald J.
    Subject: RBC/City National Bank

    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 -

    Before you go, is there anything on RBC or also (b)(5)

    ? Thx.

    From: Joshua Sherwin


    Sent: Wednesday, March 18, 2015 1:43 PM
    To: Betsy Howes-Bean
    Subject: Afternoon -FRSONLY-

    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

    (b)(4) & (5)

    From:
    To:
    Subject:
    Date:
    Attachments:

    Parks, Silvia
    Yee, Rosalie
    RE: RBC USA Holdco/FHC -FRSONLYWednesday, March 18, 2015 5:02:01 PM
    image001.png

    Great. 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: Yee, Rosalie


    Sent: Wednesday, March 18, 2015 5:01 PM
    To: Parks, Silvia
    Cc: Davis, George
    Subject: RBC USA Holdco/FHC
    FYI
    In their City National application, RBC tells us in footnote 1 that RBC USA Holdco intends to become
    a financial holding company and will submit an election.

    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:

    Choi, Dong Beom


    Kim, Sooji; Yang, Bryan; De, Rajlakshmi
    FW: Application In: - Royal Bank of Canada -FRSONLYThursday, March 19, 2015 10:1: AM
    Notify_AMPS#91342_EAPPS#24989.rtf
    image002.png

    (b)(5)
    access. Raj, coud you be the assigned person (b)(5)

    someone has to be assigned for the Eapps

    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: 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-

    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.

    BA Associate George Davis (x1711)


    BA Reviewer Rosalie Yee (x2740)
    BA Admin Support Lisa Brannon-Perrin (x5352); Backup Ruth Caetano (x5872)

    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:

    ROYAL BANK OF CANADA, MONTREAL


    (RSSD ID 1232497)
    RBC USA HOLDCO CORPORATION, NEW YORK, NY
    (RSSD ID 3226762)
    CITY NATIONAL CORPORATION, LOS ANGELES, CA
    (RSSD ID 1027518)

    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:

    Date Final Legal


    Response:

    Applications Admin Support: LISA BRANNON - 212-720-5352


    Applications Analyst: GEORGE DAVIS - (212) 720-1711
    Applications CPC: SILVIA PARKS - (212) 720-7358
    Applications Reviewer: ROSALIE YEE - 212-720-2740
    Legal Attorney: ROSANNE NOTARO - (212) 720-8303
    Legal Sr. Counsel: RICHARD CHARLTON - (212) 720-2867
    Supervision Manager: MARILYN ARBUTHNOTT - (212)

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RBC
    Thursday, March 19, 2015 10:47:15 AM

    Do we need to do a transfer memo? I think the answer is yes?

    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

    Yes, that sounds good. Thanks Dong.


    From: Choi, Dong Beom
    Sent: Thursday, March 19, 2015 10:19 AM
    To: Kim, Sooji; Yang, Bryan; De, Rajlakshmi
    Subject: FW: 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: 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).

    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:

    George Davis (FRS)


    Joshua Sherwin
    RE: RBC -FRSONLYThursday, March 19, 2015 1:14:22 PM

    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

    E-Apps Email Notification

    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;)

    This e-mail message has been automatically generated.


    Filing- Notify Transfer Board Action

    From:
    To:
    Subject:
    Date:
    Attachments:

    Davis, George
    Yee, Rosalie
    RBC/City National -FRSONLYThursday, March 19, 2015 3:33:59 PM
    LEGALDOCS-555818.DOCx.drf

    Here is a draft of the Transfer Memo.

    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

    Five page draft document withheld pursuant to exemptions 4, 5 & 8.

    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

    E-Apps Email Notification

    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;)

    This e-mail message has been automatically generated.


    Board Review - Notify Board Review 1

    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

    Thanks for letting us know.

    From: Yunayev, Rufat [mailto:yunayevr@sullcrom.com]


    Sent: Thursday, March 19, 2015 3:40 PM
    To: Yee, Rosalie; Davis, George
    Cc: Toumey, Donald J.
    Subject: RE: RBC/City National Bank

    Rosalie and George,


    Following up on our conversation yesterday, we wanted to let you know that notice of the
    application will be published in the New York Post tomorrow, in addition to the publications in Los
    Angeles and Atlanta.
    Please do not hesitate to contact us with any further questions.
    Thank you,
    Rufat
    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

    From: Barone, Barbara On Behalf Of Toumey, Donald J.


    Sent: Wednesday, March 18, 2015 11:58 AM
    To: Davis, George
    Cc: Toumey, Donald J.; Yunayev, Rufat
    Subject: RE: RBC/City National Bank

    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).

    From: Davis, George [mailto:george.davis@ny.frb.org]


    Sent: Wednesday, March 18, 2015 11:32 AM
    To: Toumey, Donald J.
    Subject: RBC/City National Bank

    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.

    From: Andrew Hartlage


    Sent: Thursday, March 19, 2015 4:24 PM
    To: Scott Tkacz
    Subject: FW: New Filing (24989) Assignment -FRSONLY-

    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

    E-Apps Email Notification

    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:

    (3A3 NonExpedited;3A2 NonExpedited;3A1 NonExpedited;)

    This e-mail message has been automatically generated.


    Board Review - Notify Board Review 3

    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

    E-Apps Email Notification

    DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at
    4:24pm (above).

    This e-mail message has been automatically generated.


    Board Review - Notify Board Review 2

    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).

    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
    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).

    From: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]


    Sent: Thursday, March 19, 2015 4:22 PM
    To: Scott Tkacz
    Subject: New Filing (24989) Assignment

    E-Apps Email Notification

    DUPLICATE - An identical copy of this email is contained in the email chain on March 19, 2015 at 4:25pm
    (above).

    This e-mail message has been automatically generated.


    Board Review - Notify Board Review 2

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Choi, Dong Beom


    Brannon, Lisa
    De, Rajlakshmi
    RE: Application In: - Royal Bank of Canada -FRSONLYFriday, March 20, 2015 10:47:09 AM
    image001.png

    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)

    From: Joshua Sherwin


    Sent: Friday, March 20, 2015 11:27 AM
    To: Betsy Howes-Bean
    Subject: RE: RBC Ratio Calculations -FRSONLY-

    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)

    From: Joshua Sherwin


    Sent: Friday, March 20, 2015 9:24 AM
    To: Betsy Howes-Bean
    Subject: Re: RBC Ratio Calculations

    (b)(5)

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Betsy Howes-Bean
    Sent: Thursday, March 19, 2015 6:13 PM
    To: Joshua Sherwin
    Subject: Re: RBC Ratio Calculations

    (b)(5)

    From: Joshua Sherwin


    Sent: Thursday, March 19, 2015 5:54 PM
    To: Betsy Howes-Bean
    Subject: FW: RBC Ratio Calculations

    (b)(5)

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    Hi Josh,
    Thank you again for your time this afternoon. In response to your question regarding the inclusion of
    insurance subsidiaries of RBC in its risk based capital calculations, given RBCs calculation practices
    in accordance with Canadian rules, it would be exceedingly time consuming and difficult to provide
    capital ratios that include the insurance entities. I have been able to confirm with RBC, however,
    that the insurance assets at Q1 2015 were only $13.5 billion out of total balance sheet assets of
    $1,086 billion. As these insurance assets represent a mere 1.24% of total assets, the impact they
    would have on the risk based capital ratios would be de minimis. Hopefully, this fully resolves all
    issues relating to this lengthy branch application process. Let me know if you have additional
    questions. 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:

    Joshua Sherwin
    Kevin Kostyk; Flora Ahn
    FW: RBC Ratio Calculations
    Friday, March 20, 2015 11:44:57 AM

    This is what we have received so far.


    From: Russell, Amelia [mailto:arussell@debevoise.com]
    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    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:
    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

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 11:39am (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:
    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

    E-Apps Email Notification

    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

    I made some updates.

    RestrictedFR
    

    Update Meeting with Sarah Dahlgren 23/2611/15


    Not Responsive - concerns entirely unrelated applications/matters; also (b)(5)

    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

    Not Responsive - concerns entirely unrelated applications/matters; also (b)(5).

    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.

    The Five Page Draft Document


    Referenced in this Email Withheld
    Pursuant to Exemptions 4, 5 & 8.

    From: Davis, George


    Sent: Thursday, March 19, 2015 3:3 PM
    To: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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

    Please organize a kick off meeting. Be sure to invite Research.


    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:

    Choi, Dong Beom


    Davis, George
    Brannon, Lisa
    RE: Application In: - Royal Bank of Canada -FRSONLYMonday, March 23, 2015 2:48:39 PM
    image001.png

    Thanks George.
    Best,
    Dong

    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: Davis, George
    Sent: Monday, March 23, 2015 2:47 PM
    To: Choi, Dong Beom
    Cc: Brannon, Lisa
    Subject: FW: Application In: - Royal Bank of Canada -FRSONLY-

    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

    Subject: FW: Application In: - Royal Bank of Canada -FRSONLY-

    George, can you respond to Dong Beom Choi. Thanks


    From: Brannon, Lisa
    Sent: Friday, March 20, 2015 10:45 AM
    To: Choi, Dong Beom
    Subject: RE: Application In: - Royal Bank of Canada -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 10:47am
    (above).

    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-

    DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 10:47am
    (above).

    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).

    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-

    Rosanne will represent Legal. Thanks.

    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

    Anything happening on this?


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    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
    Hi Josh,
    In relation to the below, we thought it would be helpful to set up a call. Is there a time in the next
    few days that we could discuss the application? Please let us know what suits your schedule. Thank
    you.
    Best,
    Amelia
    From: Lyons, Gregory J.
    Sent: Friday, March 20, 2015 12:46 PM
    To: 'Joshua Sherwin'; Russell, Amelia
    Cc: 'Betsy Howes-Bean'; 'Kevin Kostyk'; 'Flora Ahn'
    Subject: RE: RBC Ratio Calculations

    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).

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 11:39am
    (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).

    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
    Hi Josh,

    DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at
    4:18pm (above).

    From: Lyons, Gregory J.


    Sent: Friday, March 20, 2015 12:46 PM
    To: 'Joshua Sherwin'; Russell, Amelia
    Cc: '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 23, 2015 at 4:18pm
    (above).

    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).

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    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:

    Choi, Dong Beom


    De, Rajlakshmi
    RE: Kick-Off Meeting - Royal Bank of Canada -FRSONLYMonday, March 23, 2015 4:25:52 PM

    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

    -----Original Appointment----From: Brannon, Lisa


    Sent: Monday, March 23, 2015 3:57 PM
    To: Brannon, Lisa; Arbuthnott, Marilyn; Charlton, Richard; Choi, Dong Beom; De, Rajlakshmi; Notaro,
    Rosanne; Parks, Silvia; Yee, Rosalie; Davis, George

    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).

    From: Lyons, Gregory J.


    Sent: Friday, March 20, 2015 12:46 PM
    To: 'Joshua Sherwin'; Russell, Amelia
    Cc: 'Betsy Howes-Bean'; 'Kevin Kostyk'; 'Flora Ahn'
    Subject: RE: RBC Ratio Calculations

    Josh

    DUPLICATE - An identical copy of this email is contained in the email chain on March 23, 2015 at 4:18pm
    (above).

    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).

    From: Russell, Amelia [mailto:arussell@debevoise.com]


    Sent: Thursday, March 19, 2015 5:52 PM
    To: Joshua Sherwin
    Cc: Lyons, Gregory J.
    Subject: RBC Ratio Calculations
    DUPLICATE - An identical copy of this email is contained in the email chain on March 20, 2015 at 11:39am
    (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\0DUFK3030 87& (DVWHUQ7LPH 86 &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\0DUFK3030 87& (DVWHUQ7LPH 86 &DQDGD 

    From:
    To:
    6XEMHFW
    'DWH
    :KHQ

    .HYLQ.RVW\N
    Joshua Sherwin
    $FFHSWHG&RQIHUHQFH&DOOWRGLVFXVV5%&&RQVROLGDWHGFDSLWDOUDWLRV
    0RQGD\0DUFK30
    :HGQHVGD\0DUFK3030 87& (DVWHUQ7LPH 86 &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)

    when prompted for your conference code, please enter


    on your telephone keypad.
    Please do not disclose this information to any unauthorized parties, as the privacy of your conference may be compromised.
    We hope you enjoy your conference experience.

    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

    FEDERAL RESERVE SYSTEM


    Formations of, Acquisitions by, and Mergers of Bank Holding Companies
    The companies listed in this notice have applied to the Board for approval,
    pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.)
    (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and
    regulations to become a bank holding company and/or to acquire the assets or the
    ownership of, control of, or the power to vote shares of a bank or bank holding
    company and all of the banks and nonbanking companies owned by the bank
    holding company, including the companies listed below.
    The applications listed below, as well as other related filings required by the
    Board, are available for immediate inspection at the Federal Reserve Bank
    indicated. The applications will also be available for inspection at the offices of
    the Board of Governors. Interested persons may express their views in writing on
    the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also
    involves the acquisition of a nonbanking company, the review also includes
    whether the acquisition of the nonbanking company complies with the standards in
    section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking
    activities will be conducted throughout the United States.
    Unless otherwise noted, comments regarding each of these applications must
    be received at the Reserve Bank indicated or the offices of the Board of Governors
    not later than April 23, 2015.
    A. Federal Reserve Bank of New York (Ivan Hurwitz, Vice President) 33
    Liberty Street, New York, New York 10045-0001:
    1. Royal Bank of Canada, Montreal, Canada and its wholly-owned subsidiary,
    RBC USA Holdco, New York, New York; to acquire City National Corporation
    and thereby indirectly acquire City National Bank, both in Los Angeles, California.
    In connection with this application, RBC USA Holdco Corporation, New York,
    New York, has applied to become a bank holding company.
    Board of Governors of the Federal Reserve System, March 23, 2015.
    Michael J. Lewandowski,
    Associate Secretary of the Board.
    [FR Doc. 15-00000 Filed 00-00-15; 8:45 am]
    BILLING CODE 6210-01-P

    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

    Do you want me to find a better time?


    -----Original Appointment----From: Betsy Howes-Bean
    Sent: Tuesday, March 24, 2015 7:40 AM
    To: Joshua Sherwin
    Subject: Tentative: Conference Call to discuss RBC Consolidated capital ratios
    When: Wednesday, March 25, 2015 3:00 PM-4:00 PM (UTC-05:00) Eastern Time (US & Canada).
    Where:
    Importance: High

    From:
    To:
    6XEMHFW
    'DWH:
    :KHQ

    /\RQV*UHJRU\-
    Joshua Sherwin
    $FFHSWHG&RQIHUHQFH&DOOWRGLVFXVV5%&&RQVROLGDWHGFDSLWDOUDWLRV
    7XHVGD\0DUFK30
    :HGQHVGD\0DUFK3030 87& (DVWHUQ7LPH 86 &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)

    From: Michael Waldron


    Sent: Tuesday, March 24, 2015 2:03 PM
    To: Joshua Sherwin; Betsy Howes-Bean; Flora Ahn; Kevin Kostyk
    Subject: RE: RBC Prep Call -FRSONLY-

    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

    Chae Hee Shin


    Subject:
    Location:

    RBC section 3 application


    Dial In:(b)(6)

    Start:
    End:

    Thu 3/26/2015 11:00 AM


    Thu 3/26/2015 12:00 PM

    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

    Four attachments (totaling 74 pages) withheld in full pursuant to exemption 5.

    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

    Are you ready for tomorrows meeting?


    (b)(5)

    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.

    Chae Hee Shin


    From:
    Sent:
    To:
    Subject:

    INTERNALFR

    Chae Hee Shin


    Wednesday, March 25, 2015 8:36 AM
    Mary Watkins
    Accepted: RBC section 3 application -FRSONLY-

    Chae Hee Shin


    From:
    Sent:
    To:
    Subject:

    Chae Hee Shin


    Wednesday, March 25, 2015 9:03 PM
    Andrew Cohen
    Not Responsive - Concerns an entirely unrelated application; also (b)(5)

    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:

    Not Responsive - Concerns an entirely unrelated application; also (b)(5).

    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.

    . I know its always busy before

    From: Betsy Howes-Bean


    Sent: Wednesday, March 25, 2015 8:41 AM
    To: Joshua Sherwin
    Subject: RE: Conference Call to discuss RBC Consolidated capital ratios
    Importance: High
    I dont think there is another time I can do this before my vacation. I have a meeting that goes until
    3 and another that starts at 3:30 so I will squeeze this in (but may be late or have to leave early).
    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Tuesday, March 24, 2015 10:19 AM
    To: Betsy Howes-Bean
    Subject: RE: Conference Call to discuss RBC Consolidated capital ratios
    Do you want me to find a better time?
    -----Original Appointment----From: Betsy Howes-Bean
    Sent: Tuesday, March 24, 2015 7:40 AM
    To: Joshua Sherwin
    Subject: Tentative: Conference Call to discuss RBC Consolidated capital ratios
    When: Wednesday, March 25, 2015 3:00 PM-4:00 PM (UTC-05:00) Eastern Time (US & Canada).
    Where:
    Importance: High

    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-

    Chae Hee Shin


    From:
    Sent:
    To:
    Subject:

    Chae Hee Shin


    Wednesday, March 25, 2015 10:59 AM
    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

    For todays kick-off meeting.

    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

    Revised transfer memo


    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, March 25, 2015 11:50 AM
    To: Davis, George
    Subject: RBC Transfer Memo

    Let me know what your timing is on this one. Thanks.

    Six page draft document withheld pursuant to exemptions 4, 5 & 8.

    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)

    From: Betsy Howes-Bean


    Sent: Wednesday, March 25, 2015 12:55 PM
    To: Joshua Sherwin
    Subject: Question about RBC capital
    Importance: High
    (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)

    Not Responsive - concerns entirely unrelated applications/matters involving other


    institutions; also (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:

    Parks, Silvia on behalf of Brannon, Lisa


    Riva, Luis; Arbuthnott, Marilyn; Charlton, Richard; Choi, Dong Beom; De, Rajlakshmi; Notaro, Rosanne; Parks,
    Silvia; Yee, Rosalie; Davis, George
    FW: 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

    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.
    *~*~*~*~*~*~*~*~*~*

    -----Original Appointment----From: Brannon, Lisa


    Sent: Monday, March 23, 2015 3:57 PM
    To: Brannon, Lisa; Arbuthnott, Marilyn; Charlton, Richard; Choi, Dong Beom; De, Rajlakshmi; Notaro, Rosanne; Parks, Silvia; Yee, Rosalie; Davis,
    George
    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:

    Choi, Dong Beom


    Brannon, Lisa
    De, Rajlakshmi
    Kick-Off Meeting - Royal Bank of Canada -FRSONLYWednesday, March 25, 2015 1:38:56 PM

    Hi Lisa,
    I have called in but don't seemed to be connected to the meeting. Thanks.
    Best,
    Dong

    From:
    To:
    Subject:
    Date:

    Choi, Dong Beom


    De, Rajlakshmi
    Re: RB canada
    Wednesday, March 25, 2015 2:23:19 PM

    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)

    Does that sound good?


    -----Original Message----From: Choi, Dong Beom
    Sent: Wednesday, March 25, 2015 1:47 PM
    To: De, Rajlakshmi
    Subject: RB canada
    It seems that they forgot to open a line for the conference call. (b)(5)

    Thanks so much, and sorry for not being able to participate.


    Best,
    Dong

    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.

    From: Melissa Vanouse


    Sent: Wednesday, March 25, 2015 3:52 PM
    To: Scott Tkacz
    Cc: Peggy Naulty
    Subject: RE: Royal Bank of Canada-City National Merger -FRSONLY-

    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

    From: Scott Tkacz


    Sent: Wednesday, March 25, 2015 2:47 PM
    To: Melissa Vanouse
    Subject: Royal Bank of Canada-City National Merger -FRSONLY-

    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

    -----Original Appointment----From: Mary Watkins


    Sent: Wednesday, March 25, 2015 3:41 PM
    To: Mary Watkins; Melissa Vanouse; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee
    Shin
    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)
    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:

    Dial In: (b)(6)


    Code: (b)(6)
    Best,
    Mary Watkins
    Ext. 3722

    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

    It looks like this was filed with the NY RB.


    _____________________________________________
    From: Melissa Vanouse
    Sent: Wednesday, March 25, 2015 4:14 PM
    To: Peggy Naulty
    Subject: FW: 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).

    -----Original Appointment----From: Mary Watkins


    Sent: Wednesday, March 25, 2015 3:41 PM
    To: Mary Watkins; Melissa Vanouse; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee
    Shin
    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)
    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)

    Josh, Surjeet and Kathy as you know, (b)(5)


    . While Im out, I
    would appreciate it you would coordinate with Pat to fill in the boxes for your assigned cases
    on the attached spreadsheet. Thanks very much!

    Two page attachment withheld pursuant to exemptions 4 & 8.

    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).

    -----Original Appointment----From: Mary Watkins


    Sent: Wednesday, March 25, 2015 3:41 PM
    To: Mary Watkins; Melissa Vanouse; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee
    Shin
    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)
    DUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at 3:53pm
    (above).

    -----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,

    , 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

    From: Melissa Vanouse


    Sent: Wednesday, March 25, 2015 4:30 PM
    To: Scott Tkacz
    Cc: Charles Fleet; Peggy Naulty; Anthony Iwuji
    Subject: FW: Transferred Board Action Filing (24989) for Assignment -FRSONLY-

    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: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]


    Sent: Wednesday, March 25, 2015 4:27 PM
    To: Anthony Iwuji; CCA-eApps; Melissa Vanouse
    Subject: Transferred Board Action Filing (24989) for Assignment

    E-Apps Email Notification

    A filing (24989) by ROYAL BANK OF CANADA was transferred for Board


    Action processing by New York and is awaiting DCCA assignment.
    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:
    (3A1 NonExpedited;3A2 NonExpedited;3A3 NonExpedited;)

    This e-mail message has been automatically generated.


    Board Review - Notify Assigner Board Action

    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:

    Joshua Sherwin on behalf of Mary Watkins


    Kwayne Jennings; Althea Pieters; Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin; Melissa
    Vanouse
    Andrew Cohen; You Suk Kim
    FW: RBC section 3 application -FRSONLY-

    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).

    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:

    Silvia Parks (FRS)


    Althea Pieters
    RE: Kick-off meeting at Board on RBC application -FRSONLYThursday, March 26, 2015 10:34:37 AM
    image001.png
    image002.png

    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

    From: Althea Pieters [mailto:althea.n.pieters@frb.gov]


    Sent: Thursday, March 26, 2015 10:31 AM
    To: Parks, Silvia
    Subject: RE: Kick-off meeting at Board on RBC application -FRSONLY-

    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: 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:
    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

    From: Scott Tkacz


    Sent: Wednesday, March 25, 2015 4:57 PM
    To: Melissa Vanouse
    Cc: Charles Fleet; Peggy Naulty; Anthony Iwuji; Andrew Hartlage; Mary Watkins
    Subject: RE: Transferred Board Action Filing (24989) for Assignment -FRSONLY-

    INTERNAL FR
    Sounds good. Thank you.

    From: Melissa Vanouse


    Sent: Wednesday, March 25, 2015 4:30 PM
    To: Scott Tkacz
    Cc: Charles Fleet; Peggy Naulty; Anthony Iwuji
    Subject: FW: Transferred Board Action Filing (24989) for Assignment -FRSONLY-

    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: ElectronicApplications@frb.gov [mailto:ElectronicApplications@frb.gov]


    Sent: Wednesday, March 25, 2015 4:27 PM
    To: Anthony Iwuji; CCA-eApps; Melissa Vanouse
    Subject: Transferred Board Action Filing (24989) for Assignment
    DUPLICATE - An identical copy of this email is contained in the email chain on March
    25, 2015 at 4:30pm (above).

    This e-mail message has been automatically generated.


    Board Review - Notify Assigner Board Action

    From:
    To:
    Cc:
    Subject:
    Importance:

    Joshua Sherwin on behalf of Mary Watkins


    Kathryn Haney (FRS); Scott Tkacz; Andrew Hartlage; Joshua Sherwin; Chae Hee Shin; Melissa Vanouse
    Andrew Cohen; You Suk Kim
    FW: RBC section 3 application -FRSONLYHigh

    INTERNAL FR

    -----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).

    Chae Hee Shin


    From:
    Sent:
    To:
    Subject:

    Chae Hee Shin


    Thursday, March 26, 2015 11:18 AM
    You Suk Kim
    RBC -FRSONLY-

    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:

    Chae Hee Shin


    Andrew Cohen
    You Suk Kim
    Annual Reports of RBC and City National attached -FRSONLYThursday, March 26, 2015 11:26:46 AM
    AnnualReport_CityNational_2013.pdf
    AnnualReport_RBC_2014.pdf

    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)

    and I added at bottom bit about Next

    From: Peggy Naulty


    Sent: Thursday, March 26, 2015 12:29 PM
    To: Charles Fleet
    Subject: Summary of call today on Royal Bank of Canada, Montreal, Canada /City National Corp. FRSONLY-

    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

    (b)(4), (5) & (8)

    (b)(4), (5) & (8)

    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.
    -

    (b)(4), (5) & (8)

    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

    Thanks for taking care of this.

    From: Davis, George


    Sent: Thursday, March 26, 2015 01:21 PM
    To: Fergus, Troy E
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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

    From: Peggy Naulty


    Sent: Thursday, March 26, 2015 1:32 PM
    To: Melissa Vanouse
    Cc: Charles Fleet
    Subject: Summary of Conference Call today on RBC/City National -FRSONLY-

    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

    (b)(4), (5) & (8)

    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.
    -

    (b)(4), (5) & (8)

    From:
    To:
    Subject:
    Date:

    You Suk Kim


    Chae Hee Shin
    Re: RBC -FRSONLYThursday, March 26, 2015 6:46:43 PM

    Okay. I will take a look at them. Thanks!


    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
    From: Chae Hee Shin
    Sent: Thursday, March 26, 2015 11:1 AM
    To: You Suk Kim
    Subject: RBC -FRSONLY-

    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

    Updated Transfer Memo

    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

    7 page draft document withheld pursuant to exemptions 4, 5 & 8.

    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)

    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
    CONFIDENTIAL
    Dear Josh,
    Thank you for the time earlier this week. As discussed with you and your colleagues, attached please
    find the requested capital ratios of Royal Bank of Canada (RBC) in connection with its pending
    Hudson Branch application. These ratios have been calculated under both Basel III Advanced
    Approaches and Standardized. Youll see that RBC has calculated the ratios both with and without
    the insurance assets. We trust that this is responsive to your request such that there is no further
    need to pursue obtaining the Boards approval of the policy matter regarding (b)(4)
    the insurance assets, and that we can expect resolution to this lengthy application process.
    RBC hereby requests confidential treatment for this letter and the information contained in the
    attachment 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 RBC 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 attached, it will inform
    RBC prior to doing so.
    Thank you very much,
    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.

    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)

    Actual Basel III


    AIRB
    $36,406
    $368,594
    9.88%

    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)

    Tier 1 capital - Basel III


    Basel I RWA
    Tier 1 capital ratio

    (b)(4)

    Total Capital - Basel III


    Basel I RWA
    Total Capital ratio

    (b)(4)

    $36,406

    $42,202

    $50,020

    Actual Basel III


    AIRB with
    Insurance
    estimated
    adjustment
    $36,406
    BIII RWA

    $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-

    Attached is the updated pending list for review.

    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

    Patricia Meadow | Senior Vice President


    Large International Financial Institutions
    Financial Institution Supervision Group
    T--.212.720.6828

    M...917.287.7504
    E--.patricia.meadow@ny.frb.org
    33 Liberty Street, New York, NY 10045 | newyorkfed.org

    From: Brannon, Lisa


    Sent: Monday, March 30, 2015 4:05 PM
    To: Adedoyin, Mobolaji; Akal, John; Annoscia, Ben; Antal, Laura; Arbuthnott, Marilyn; Auer, Lance;
    Awatramani, Anita; Bae, Philip; BASALYGA, Peter; Baxter, Thomas; Bergin, James P; Bessoff, Noah;
    Bhagrattee, Tamesh; Bonnemere, Larry; Bonner, Margaret; Borysewicz, Carol; Bovell, Jeanelle;
    BRODOWS, William; Brooke, Edward; Brown, Annette; Bustelo, Felix; Caban, Eric; Caetano, Ruth;
    Calabia, Christopher; Chai, Won; Chan, Benjamin C; Charlton, Richard; Cheatham, James; Check,
    Raymond; Chen, Elizabeth; Coffey, Kevin; Cornwell, LaVerne; Crawn, Richard; Cummings, Martha;
    Dahlgren, Sarah; Danzig, Andrew; Davis, George; Davis, Jeanmarie; de Plas, Joanna; Dechario, Toni;
    Dobbeck, Dianne; Dolan, Thomas; Duke, Damon L; Dupiton, Louis; Early, Brian; Elder, Daniel;
    Ensmenger, Peter; Ewen, Sheryl; Farrell, Kevin; Fede, Victoria; Fenton, Jacqueline P; Fergus, Troy E;
    Finer, Hampton; Finkelberg, Fred; Fondiller, Elissa; Frawley, Caroline; Garcia, MIGDALIA; Gatto, Kristen;
    Gilmour, June; Gonzalez, Mayra; Goodstein, Denise; Gordon, Betsy; Gorzkowski, Barbara;
    GrantMungroo, Wendy; Green, Dana R; Griffith, Bettyann; Hansen, Joyce; Hargraves, Lauren; Hennessy,
    James; Hightower, Merissa; Hilton, William; Hrung, Warren; Hunter, Christopher; Hurwitz, Ivan; Ince,
    Irmak; Ingber, Jeffrey; Joniaux, Lisa; Jules, Beverly; KELLY, William; Kennedy, Margaret; Keylin, Yuliya;
    Kim, David; Kim, HaeRan; Kim, Johnathon J; Kim, Min; Kissinger, Tricia; Koh, Michael; Kopliner, Sonya;
    Kotch, Jerome; Kraidin, Lisa; Krauland, Irene; Kung, Catherine; Lam, Susan; Langhorne, Magali; Latorre,
    Alejandro; Lau, David; Lee-Chan, Theonilla; Li, Viola; Liu, Vivian; Lovisa, Jacqueline; Ludwig, Mike;
    MacEwen, Anne; Madias, Lydia A; Manzari, Steven J; Marcopulos, Tamara; Maru, Sishush; McCune,
    Crystall; McGee, Richard; Meadow, Patricia; Mirsky, Steven; Morgan, Hugh; Moy, William; Muccia,
    Daniel; Murray, Mary; Murray-Bacchus, Devika; Nagel, Scott; Nelson, Michael; Ng, Victor; Ng, Wendy;
    Notaro, Rosanne; Ntone-Kouo, Samuel; Osterhus, Brian; Palma, Jennifer; Psomas, Alexander J;
    Psomiades, Maria; Reynolds, John; Richards, Bruce; Ricketti, John; Rivera, Janette; ROBINSON, Juliet;
    Rodas, Mario; Rostoker, Lawrence; Sabado, Wilma; Sanchez, Irene; Santasiero, Ralph; Satyanarayana,
    Shrilaxmi; Schussler, Michael; Schwarz, Audrey; Sewell, David G; Sharma, Vandana; Sheridan, Timothy;
    Silfen, Lauren; Sinha, Rinku; Smith, David A; Sommer, Joseph; Sperber, Leslie A; Steffey, Brian; Stein,
    Jason; Stermasi, Bard; Stone, Debra F; STREETS, Kerry; Suarez, Ivelisse; Sukharan, Leon; Sullivan,
    Daniel; Swain, Sharon; Tafone, Elizabeth; Taylor, Deborah; Tham, Lily; Thompson, Richard;
    Tramontana, Janine M; Vohra, Shivaji; Voigts, Jan; Wakefield, Jane; Walden, Steven; Walgenbach,
    Emilie; Wall, James; Wang, Shawei T; Waters, Conor; Whidbee, Robin; Wolgemuth, Jennifer; Yee,
    Rosalie; Yelcich, Barbara; Yun, Ruth
    Subject: Bank Applications Pending List for week of 3/23/15 through 3/27/15 -FRSONLY-

    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

    Lets talk about this today!


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Joshua Sherwin
    Sent: Friday, March 27, 2015 5:30 PM
    To: Betsy Howes-Bean
    Subject: FW: CONFIDENTIAL- RBC Capital Ratios
    DUPLICATE - An identical copy of this email is contained in the email chain on
    March 27, 2015 at 5:30pm (above).

    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 is contained in the email chain on March 27, 2015 at
    5:30pm (above).

    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

    From: Pat Soriano


    Sent: Monday, March 30, 2015 1:20 PM
    To: Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
    Subject: (b)(5)
    _March 2015.docx -FRSONLY-

    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: Betsy Howes-Bean


    Sent: Wednesday, March 25, 2015 4:28 PM
    To: Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
    Cc: Pat Soriano
    Subject: (b)(5)
    _March 2015.docx -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015
    at 4:28pm (above).

    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

    Two page draft document withheld in full pursuant to exemption 5.

    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.

    From: Betsy Howes-Bean


    Sent: Tuesday, March 31, 2015 2:24 PM
    To: Joshua Sherwin; Michael Waldron; Kevin Kostyk; Flora Ahn
    Subject: RE: CONFIDENTIAL- RBC Capital Ratios
    Importance: High
    (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)

    From: Michael Waldron


    Sent: Tuesday, March 31, 2015 2:13 PM
    To: Joshua Sherwin; Kevin Kostyk; Flora Ahn
    Cc: Betsy Howes-Bean
    Subject: RE: CONFIDENTIAL- RBC Capital Ratios
    (b)(5) In addition, this information pertains solely to RBC's branch application, and
    therefore, would not be responsive to the FOIA request.

    From: Joshua Sherwin

    Sent: Tuesday, March 31, 2015 2:09 PM


    To: Michael Waldron; Kevin Kostyk; Flora Ahn
    Cc: Betsy Howes-Bean
    Subject: RE: CONFIDENTIAL- RBC Capital Ratios
    (b)(5)

    From: Michael Waldron


    Sent: Tuesday, March 31, 2015 2:03 PM
    To: Joshua Sherwin; Kevin Kostyk; Flora Ahn
    Cc: Betsy Howes-Bean
    Subject: RE: CONFIDENTIAL- RBC Capital Ratios
    (b)(5)

    From: Joshua Sherwin


    Sent: Tuesday, March 31, 2015 1:50 PM
    To: Michael Waldron; Kevin Kostyk; Flora Ahn
    Cc: Betsy Howes-Bean
    Subject: FW: CONFIDENTIAL- RBC Capital Ratios
    DUPLICATE - An identical copy of this email is contained in the email chain on March 31, 2015 at
    1:50pm (above).

    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 is contained in the email chain on March 27, 2015 at
    5:30pm (above).

    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.

    From: Andrew Hartlage


    Sent: Tuesday, March 31, 2015 12:20 PM
    To: Scott Tkacz; Mary Watkins
    Subject: RBC FR Publication -FRSONLY-

    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!

    Three page attachment withheld pursuant to exemptions 4 & 8.

    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: Betsy Howes-Bean


    Sent: Wednesday, March 25, 2015 4:28 PM
    To: Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
    Cc: Pat Soriano
    DUPLICATE - An identical copy of this email is contained in the email chain on March 25,
    2015 at 4:28pm (above).

    Four page attachment withheld pursuant to exemptions 4 & 8.

    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

    From: Pat Soriano


    Sent: Tuesday, March 31, 2015 5:24 PM
    To: Betsy Howes-Bean; Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
    Subject: RE: (b)(5)
    _March 2015.docx -FRSONLY-

    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: Betsy Howes-Bean


    Sent: Wednesday, March 25, 2015 4:28 PM
    To: Joshua Sherwin; Surjeet Sidhu; Kathryn Haney (FRS)
    Cc: Pat Soriano
    Subject: FW: (b)(5)
    _March 2015.docx -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on March 25, 2015 at
    4:28pm (above).

    Four page attachment withheld pursuant to exemptions 4 & 8.

    From:
    To:
    Subject:
    Date:

    Davis, George
    Yee, Rosalie
    RE: RBC Transfer Memo
    Wednesday, April 01, 2015 10:18:02 AM

    Im working on it this 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
    From: Yee, Rosalie
    Sent: Wednesday, April 01, 2015 9:54 AM
    To: Davis, George
    Subject: RBC Transfer Memo

    I had some comments. Let me know if you have questions.


    The Seven Page Draft Document Referenced in this Email Withheld Pursuant to
    Exemptions 4, 5 & 8.

    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

    Yes, that looks good.

    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.
    (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-

    What do you think about the below?


    (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 IvanHope all is well.


    LIFI submitted the following for the FISG Report. I added in your comments (highlighted in
    yellow below). Let me know if you are OK with it (b)(5)

    (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).

    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:

    Andrews, Brant on behalf of NY FISG Report


    Hurwitz, Ivan
    RE: <REMINDER> FISG/LISCC Report Submission due Monday March 30 close of business- FRSONLYWednesday, April 01, 2015 1:08:59 PM

    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

    19-page attachment withheld in full pursuant to exemptions 4, 5 & 8. In addition,


    only one of the 19 pages discussed RBC's application to acquire City National.
    The remaining 18 pages concerned entirely unrelated applications/matters
    involving other institutions that are not responsive to the FOIA request.

    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)

    How do you think the bullets should be rearranged?


    _____________________________________________
    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-

    What do you think about the below?


    (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-

    Hope all is well.


    LIFI submitted the following for the FISG Report. I added in your comments (highlighted in
    yellow below). Let me know if you are OK with it (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-

    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

    All- attached is the most recent version of the (b)(5)


    worksheet it is
    really coming together. I have included some questions and comments for
    the analysts. Please provide me with any additions or edits please work off
    the clean version attached. I have tried to highlight in yellow in the
    worksheet all of the decision points below. Please take a look and we can
    talk about each category in our meeting tomorrow afternoon. Thanks!

    (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).

    (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).

    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)

    From: Charles Fleet


    Sent: Wednesday, April 01, 2015 3:00 PM
    To: Peggy Naulty
    Subject: revised RBC draft AI questions (tweaked q4)--please let me know by COB today if these are
    OK or if you have edits/additions -FRSONLY-

    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

    Two page attachment withheld in full pursuant to exemption 5.

    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

    Two page attachment withheld in full pursuant to exemption 5.

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RBC CCAR
    Wednesday, April 01, 2015 4:56:14 PM

    Remind me I cant remember


    Did RBC include the City National transaction in their CCAR submission?
    (b)(5)

    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

    Three page attachment withheld pursuant to exemptions 4 & 5

    From:
    To:
    Cc:
    Subject:
    Date:

    Davis, George
    Hurwitz, Ivan
    Yee, Rosalie
    RE: RBC/City National -FRSONLYThursday, April 02, 2015 8:43:19 AM

    You can ignore 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: Hurwitz, Ivan
    Sent: Wednesday, April 01, 2015 6:18 PM
    To: Davis, George
    Cc: Yee, Rosalie
    Subject: RE: RBC/City National -FRSONLY-

    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?

    The Seven Page Draft Document Referenced in This


    Email Withheld Pursuant to Exemptions 4, 5 & 8.

    From: Davis, George


    Sent: Wednesday, April 01, 2015 2:5 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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.

    From: Joshua Sherwin


    Sent: Thursday, April 02, 2015 9:49 AM
    To: Scott Tkacz
    Subject: Re: Are you in the office today? -FRSONLY-

    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.

    From: Joshua Sherwin


    Sent: Thursday, April 02, 2015 9:16 AM
    To: Scott Tkacz
    Subject: Re: Are you in the office today?

    One further question: are you in the office tomorrow?


    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
    From: Scott Tkacz
    Sent: Thursday, April 2, 2015 9:13 AM
    To: Joshua Sherwin
    Subject: Re: Are you in the office today?

    Sure.
    From: Joshua Sherwin

    Sent: Thursday, April 2, 2015 8:57 AM


    To: Scott Tkacz
    Subject: Re: Are you in the office today?

    I'm out today but maybe we can speak later?

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Scott Tkacz
    Sent: Thursday, April 2, 2015 8:31 AM
    To: Joshua Sherwin
    Subject: Re: Are you in the office today?

    I will be soon. I can call you.


    From: Joshua Sherwin
    Sent: Thursday, April 2, 2015 8:13 AM
    To: Scott Tkacz
    Subject: Are you in the office today?

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.

    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)

    The Seven Page


    Draft Document
    Referenced in This
    Email Withheld
    Pursuant to
    Exemptions 4, 5 & 8.

    From: Davis, George


    Sent: Wednesday, April 01, 2015 2:5 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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-

    Could you please respond to Ivan? (b)(5)


    . We did, however, have a meeting with Board
    staff last week. We wanted to tailor the memo a little based on that meeting. Thanks.
    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).

    From: Davis, George


    Sent: Wednesday, April 01, 2015 2:5 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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

    I meant to copy 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
    From: Davis, George
    Sent: Thursday, April 02, 2015 12:40 PM
    To: Hurwitz, Ivan
    Subject: RE: RBC/City National -FRSONLY-

    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).

    From: Davis, George


    Sent: Wednesday, April 01, 2015 2:54 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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

    Five page attachment withheld pursuant to exemptions 4 & 5

    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

    Not Responsive - Pertains to Unrelated Matter; also (b)(5)

    Thursday, April 02, 2015 4:59:00 PM

    OK. The RBC AI is (b)(5)


    the BS&R questions now. (b)(5)

    You could go ahead and share with me


    Thanks!

    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)

    Will do. Thanks. (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)

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Betsy Howes-Bean
    Sent: Thursday, April 2, 2015 2:03 PM
    To: Joshua Sherwin
    Subject: 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

    Three page attachment withheld pursuant to exemptions 4 & 5

    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: 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:
    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

    Three page attachment withheld in full pursuant to exemptions 4 & 5

    From:
    To:
    Subject:
    Date:

    Andrew Hartlage
    Joshua Sherwin
    Automatic reply: RBC AI - Draft -FRSONLYFriday, April 03, 2015 11:26:17 AM

    I will return to the office on Monday, April 6, 2015.

    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-

    Andrew and I are out today. Can we talk on monday?


    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-

    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:

    Kathryn Haney (FRS)


    Joshua Sherwin; Scott Tkacz; Mary Watkins
    RE: RBC AI - Draft -FRSONLYFriday, April 03, 2015 12:01:13 PM

    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).

    From: Scott Tkacz


    Sent: Friday, April 03, 2015 11:49 AM
    To: Joshua Sherwin; Mary Watkins
    Subject: Re: RBC AI - Draft -FRSONLYDUPLICATE - 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 11:30 AM
    To: Scott Tkacz; Mary Watkins
    Cc: 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: Scott Tkacz


    Sent: Friday, April 03, 2015 11:28 AM
    To: Joshua Sherwin; Mary Watkins
    Cc: Andrew Hartlage
    Subject: Re: RBC AI - Draft -FRSONLYDUPLICATE - 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: 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:
    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

    Sure I can call your office at 130. (b)(5)


    you in a bit.

    . 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).

    From: Scott Tkacz


    Sent: Friday, April 03, 2015 11:49 AM
    To: Joshua Sherwin; Mary Watkins
    Subject: Re: RBC AI - Draft -FRSONLYDUPLICATE - 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 11:30 AM
    To: Scott Tkacz; Mary Watkins
    Cc: 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: Scott Tkacz


    Sent: Friday, April 03, 2015 11:28 AM
    To: Joshua Sherwin; Mary Watkins
    Cc: 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: 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: 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:
    INTERNAL FR

    Mary Watkins
    Joshua Sherwin
    Accepted: RBC AI call -FRSONLY-

    From:
    To:
    Subject:

    Kathryn Haney (FRS)


    Joshua Sherwin
    Accepted: RBC AI call -FRSONLY-

    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:

    Kathryn Haney (FRS)


    Joshua Sherwin
    RE: RBC AI - Draft -FRSONLYFriday, April 03, 2015 2:23:07 PM

    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)

    Kathy, I will send you a sample AI letter for you to use.


    Thanks for your help.

    Four page attachment withheld in full pursuant to exemptions 4 & 5

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    FW: RBC AIs 040315 DRAFT_JMS_KH.docx -FRSONLYFriday, April 03, 2015 4:27:09 PM
    RBC AIs 040315 DRAFT_JMS_KH.docx

    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

    Four page attachment withheld in


    full pursuant to exemptions 4 & 5

    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

    DUPLICATE - The four page document


    attached to this email is a duplicate copy of the
    four page document attached to the email dated
    April 3, 2015 at 4:51pm (above). Accordingly,
    the attachment has already been addressed.

    INTERNAL FR
    As discussed. I put in the (b)(4)

    and made the CRA questions more robust.

    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:

    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).

    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).

    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).

    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 -FRSONLY-

    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

    DUPLICATE - The four page


    document attached to this email is a
    duplicate copy of the four page
    document attached to the email
    dated April 3, 2015 at 4:51pm
    (above). Accordingly, the
    attachment has already been
    addressed.

    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

    FYI; comments as of April 6, 2015


    (b)(5)

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    FW: RBC Draft AIs
    Monday, April 06, 2015 8:21:32 AM
    RBC AIs 040315 DRAFT v2.docx

    DUPLICATE - The four page document


    attached to this email is a duplicate copy of
    the four page document attached to the
    email dated April 3, 2015 at 4:51pm
    (above). Accordingly, the attachment has
    already been addressed.

    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

    Five page attachment withheld pursuant to exemptions 4 & 5

    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

    Five page attachment withheld pursuant to exemptions 4 & 5

    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

    Please let FISG know we received a substantive and timely comment.


    Please update AMPS and prepare a DCCA template.
    Thanks.

    From:
    To:
    Cc:
    Subject:
    Date:

    George Davis (FRS)


    Peggy Naulty
    Charles Fleet
    RE: RBC/City National filing -FRSONLYMonday, April 06, 2015 10:37:30 AM

    INTERNAL FR
    I do not know (b)(5)

    I do not know, (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: Peggy Naulty [mailto:peggy.naulty@frb.gov]
    Sent: Thursday, April 02, 2015 5:16 PM
    To: Davis, George
    Cc: Fleet, Charles S (Board)
    Subject: RE: RBC/City National filing -FRSONLY-

    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

    Hope you are well.


    Sorry if weve talked about this before we cant remember if RBCs CCAR submission included the
    City National acquisition.
    Also, with respect to RBCs NJ branch application, the Board analyst is out this week. Well followup
    with him next week. We received the attached capital information. (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)

    Actual Basel III


    AIRB
    $36,406
    $368,594
    9.88%

    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)

    Tier 1 capital - Basel III


    Basel I RWA
    Tier 1 capital ratio

    (b)(4)

    Total Capital - Basel III


    Basel I RWA
    Total Capital ratio

    $36,406

    $42,202

    $50,020

    (b)(4)

    Actual Basel III


    AIRB with
    Insurance
    estimated
    adjustment
    $36,406
    BIII RWA

    $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)

    From: Andrew Hartlage


    Sent: Monday, April 06, 2015 11:48 AM
    To: Scott Tkacz; Mary Watkins
    Subject: (b)(5)
    Extension of Comment Period Letter -FRSONLY-

    Hi, Scott and Mary, (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:

    Kathryn Haney (FRS)


    Joshua Sherwin
    RE: RBC AI - Draft -FRSONLYFriday, April 03, 2015 12:18:32 PM

    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).

    From: Scott Tkacz


    Sent: Friday, April 03, 2015 11:49 AM
    To: Joshua Sherwin; Mary Watkins
    Subject: Re: RBC AI - Draft -FRSONLYDUPLICATE - 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 11:30 AM
    To: Scott Tkacz; Mary Watkins
    Cc: 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: Scott Tkacz


    Sent: Friday, April 03, 2015 11:28 AM
    To: Joshua Sherwin; Mary Watkins
    Cc: Andrew Hartlage
    Subject: Re: RBC AI - Draft -FRSONLYDUPLICATE - 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: 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:
    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.

    Six page attachment withheld in full pursuant to exemptions 4 and 5

    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)

    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)

    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?

    From: Michael Waldron


    Sent: Monday, April 06, 2015 1:55 PM
    To: Scott Tkacz; Mary Watkins
    Subject: RBC -FRSONLY-

    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

    I will ask Lisa and let you know.


    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-

    Will the letters and ex parte memo (b)(5)

    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-

    Will the letters (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: 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:
    Sensitivity:

    Kathryn Haney (FRS)


    Althea Pieters
    RE: Quick Question - RBC -FRSONLYMonday, April 06, 2015 2:42:40 PM
    Confidential

    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:

    Kathryn Haney (FRS)


    Scott Tkacz; Mary Watkins
    Joshua Sherwin; Betsy Howes-Bean
    RBC AIs 040315 DRAFT v2 with KEH comments
    Monday, April 06, 2015 3:16:16 PM
    RBC AIs 040315 DRAFT v2 with KEH comments.docx

    Hi Scott and Mary,


    I shared the questions with Betsy. Attached are some suggestions and additions. You planned to
    share the draft AI with your managers please pass along their thoughts too.
    Thanks,
    Kathy

    Four page attachment withheld in full pursuant to exemptions 4 and


    5

    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

    Thanks this is very helpful.


    (b)(5)

    From: Parks, Silvia


    Sent: Monday, April 06, 2015 1:18 PM
    To: Yee, Rosalie
    Cc: Davis, George
    Subject: RE: RBC/City National -FRSONLY-

    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: Yee, Rosalie


    Sent: Monday, April 06, 2015 11:42 AM
    To: Parks, Silvia
    Cc: Davis, George
    Subject: RBC/City National
    DUPLICATE - An identical copy of this email is contained in the email chain on April 6, 2015 at 11:42am
    (above).

    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

    I am attaching the ex parte memo for your review.


    I had some revisions to Lisas drafts of the letters. She should be able to get those to you for your
    review by the end of the day.
    I will send you the DCCA template tomorrow morning for your review.

    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).

    Two page attachment withheld in full pursuant to exemption 5.

    From:
    To:
    Subject:
    Date:

    Kathryn Haney (FRS)


    Joshua Sherwin
    RE: AI
    Monday, April 06, 2015 4:31:44 PM

    Youre welcome. Hope you are having a good trip.


    From: Joshua Sherwin [mailto:joshua.m.sherwin@frb.gov]
    Sent: Monday, April 06, 2015 4:14 PM
    To: Haney, Kathryn
    Subject: Re: AI

    Yeah. I(b)(5)

    Thanks again for your help.

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Kathryn Haney (FRS)
    Sent: Monday, April 6, 2015 2:20 PM
    To: Joshua Sherwin
    Subject: RE: AI

    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)

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.

    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).

    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:
    Cc:
    Subject:
    Date:

    Hurwitz, Ivan
    Yee, Rosalie
    Davis, George
    RE: RBC/CCAR -FRSONLYMonday, April 06, 2015 4:53:11 PM

    Great, thanks for the info.


    From: Yee, Rosalie
    Sent: Monday, April 06, 2015 1:42 PM
    To: Hurwitz, Ivan
    Cc: Davis, George
    Subject: RBC/CCAR -FRSONLY-

    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: 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 and the four page attachment are contained in the
    email message on April 6, 2015 at 3:16pm (above). Accordingly, this email and the four page
    attachment are duplicates that have already been addressed.

    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)

    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

    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:

    NY Banksup Applications Comments


    Whidbee, Robin; McCune, Crystall; Caetano, Ruth; Brannon, Lisa
    FW: Timely Initial Comment on Application of Royal Bank of Canada to acquire City National Corporation and
    thereby indirectly acquire City National Bank
    Saturday, April 04, 2015 10:14:23 PM

    From: Matthew R. Lee


    Sent: Saturday, April 04, 2015 10:13:32 PM (UTC-05:00) Eastern Time (US & Canada)
    To: NY Banksup Applications Comments; Office-of-the-Secretary, (Board)
    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
    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,

    Matthew Lee, Esq.


    Executive Director
    Inner City Press/Fair Finance Watch

    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

    Let's talk in the morning. Thanks.

    From: Davis, George


    Sent: Monday, April 06, 2015 04:07 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).

    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:

    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

    Here is a draft DCCA Template.

    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

    Three page draft document withheld pursuant to exemptions 4, 5 & 8.

    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)

    Royal Bank of Canada (Charles) (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

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 11:25 AM
    To: Scott Tkacz
    Cc: Mary Watkins; Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    Thanks. With respect to question 15, (b)(5)

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 9:23 AM
    To: Michael Waldron
    Cc: Mary Watkins; Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    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

    Have a few questions on the AI. Happy to discuss.


    1. (b)(5)

    .
    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)

    Four page attachment withheld pursuant to exemptions 4 and 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)

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 12:24 PM
    To: Mary Watkins; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    Thanks. This generally looks fine. (b)(5)

    From: Mary Watkins


    Sent: Tuesday, April 07, 2015 11:50 AM
    To: Michael Waldron; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 11:25 AM
    To: Scott Tkacz
    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).

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 9:23 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).

    From: Michael Waldron


    Sent: Monday, April 06, 2015 7:27 PM
    To: Scott Tkacz; Mary Watkins
    Subject: 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)

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 12:24 PM
    To: Mary Watkins; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 12:27pm
    (above).

    From: Mary Watkins


    Sent: Tuesday, April 07, 2015 11:50 AM
    To: Michael Waldron; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
    (above).

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 11:25 AM
    To: Scott Tkacz
    Cc: Mary Watkins; Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 9:23 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).

    From: Michael Waldron


    Sent: Monday, April 06, 2015 7:27 PM
    To: Scott Tkacz; Mary Watkins
    Subject: 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:

    Yee, Rosalie
    Davis, George
    RE: RBC Timing -FRSONLYTuesday, April 07, 2015 1:43:53 PM

    She should have gotten back to us about this (b)(5)


    From: Davis, George
    Sent: Tuesday, April 07, 2015 1:36 PM
    To: Yee, Rosalie
    Subject: RE: RBC Timing -FRSONLY-

    I dont think I will have any questions. (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, April 07, 2015 1:28 PM
    To: Davis, George
    Subject: RE: RBC Timing -FRSONLY-

    My meeting at 3pm wont be over until 4pm.


    From: Davis, George
    Sent: Tuesday, April 07, 2015 1:27 PM
    To: Yee, Rosalie
    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: Yee, Rosalie


    Sent: Tuesday, April 07, 2015 11:44 AM
    To: Davis, George
    Subject: RBC Timing -FRSONLY-

    I have meetings at 2pm and 3pm today.


    I am done reviewing the DCCA template. Let me know if you have questions.
    Where do things stand with (b)(5)
    What do you think?

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RBC/City National -FRSONLYTuesday, April 07, 2015 1:51:12 PM

    I reviewed the confidential exhibits for this application. I(b)(5)


    Thanks.

    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)
    .

    From: Andrew Hartlage


    Sent: Tuesday, April 07, 2015 1:57 PM
    To: Scott Tkacz; Mary Watkins
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    I agree with you(b)(5)

    I hope I am being more clear. We can discuss in person if that helps.


    Best regards,
    Andrew Hartlage

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 1:40 PM
    To: Andrew Hartlage; Mary Watkins
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    (b)(5)

    From: Andrew Hartlage


    Sent: Tuesday, April 07, 2015 1:36 PM
    To: Scott Tkacz; Mary Watkins
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    (b)(5)

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 1:27 PM
    To: Andrew Hartlage; Mary Watkins
    Subject: RE: RBC AI -FRSONLY-

    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

    To: Scott Tkacz; Mary Watkins


    Subject: FW: RBC AI -FRSONLY-

    INTERNAL FR
    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    12:28pm (above).

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 12:24 PM
    To: Mary Watkins; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    12:27pm (above).

    From: Mary Watkins


    Sent: Tuesday, April 07, 2015 11:50 AM
    To: Michael Waldron; Scott Tkacz
    Cc: Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    INTERNAL FR
    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    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 -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    11:50am (above).

    From: Michael Waldron


    Sent: Tuesday, April 07, 2015 11:25 AM
    To: Scott Tkacz
    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).

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 9:23 AM
    To: Michael Waldron
    Cc: Mary Watkins; Andrew Hartlage
    Subject: RE: RBC AI -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 11:50am
    (above).

    From: Michael Waldron


    Sent: Monday, April 06, 2015 7:27 PM
    To: Scott Tkacz; Mary Watkins
    Subject: 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:

    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-

    George I agree. I (b)(5)


    .

    From: Davis, George


    Sent: Tuesday, April 07, 2015 2:04 PM
    To: Notaro, Rosanne
    Subject: 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: 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).

    Two attachments (totaling 8 pages) withheld in full pursuant to exemptions 4 and 5.

    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

    I updated the ex parte memo and the DCCA template.

    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

    Do we have all the examination reports? Thanks.

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    FW: RBC AIs 040315 DRAFT v2 with KEH comments
    Tuesday, April 07, 2015 4:20:44 PM
    RBC AIs 040315 DRAFT v2 with KEH comments (3) mlw.docx
    RBC AIs 040715 DRAFT v2.docx

    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: 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:

    Betsy Howes-Bean
    Kathryn Haney (FRS)
    RE: RBC AIs 040315 DRAFT v2 with KEH comments
    Tuesday, April 07, 2015 4:29:00 PM

    Yes now is good


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Kathryn Haney (FRS)
    Sent: Tuesday, April 07, 2015 4:21 PM
    To: Betsy Howes-Bean
    Subject: FW: RBC AIs 040315 DRAFT v2 with KEH comments

    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: 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:
    Cc:
    Subject:
    Date:

    Kathryn Haney (FRS)


    Mary Watkins
    Joshua Sherwin; Scott Tkacz; Andrew Hartlage
    RE: RBC AIs 040315 DRAFT v2 with KEH comments
    Tuesday, April 07, 2015 4:47:34 PM

    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: 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:
    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)

    Thank you and please let me know if you have questions.


    Regards,
    Melissa

    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

    From: Scott Tkacz


    Sent: Tuesday, April 07, 2015 5:45 PM
    To: Melissa Vanouse; Kathryn Haney (FRS); Rosalie Yee (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

    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

    Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential

    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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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:
    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).

    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

    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

    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:

    Rosalie Yee (FRS)


    Scott Tkacz; Melissa Vanouse; Kathryn Haney (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae
    Hee Shin; Peggy Naulty
    Mary Watkins; Andrew Hartlage; Joshua Sherwin
    4-page attachment withheld in full
    RE: RBC Section 3 AI Questions -FRSONLYTuesday, April 07, 2015 7:02:19 PM
    exemptions 4 & 5.
    RBC AIs 040715 DRAFT v2.docx
    Confidential

    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).

    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RE: RBC/City National -FRSONLYTuesday, April 07, 2015 7:07:54 PM

    I am almost done with the DCCA template. Thanks.


    From: Davis, George
    Sent: Tuesday, April 07, 2015 3:54 PM
    To: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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:

    Chae Hee Shin


    Tuesday, April 07, 2015 7:50 PM
    Andrew Cohen
    Fw: RBC Section 3 AI Questions -FRSONLY-

    Sensitivity:

    Confidential

    From: Melissa Vanouse <melissa.a.vanouse@frb.gov>


    Sent: Tuesday, April 7, 2015 5:32 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 -FRSONLY-

    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:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 8:33:20 AM
    RBC AIs 040715 DRAFT v2.docx
    Confidential

    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.

    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).

    (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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    Thanks,
    Kathy

    From:
    To:
    Subject:
    Date:
    Attachments:
    Sensitivity:

    Kathryn Haney (FRS)


    Charles Fleet
    FW: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:06:41 AM
    RBC AIs 040715 DRAFT v2.docx
    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 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.

    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).

    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).

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
    (above).

    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).

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (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

    Four page attachment withheld in full pursuant to


    exemptions 4 & 5.

    I think this is very close.


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Kathryn Haney (FRS)
    Sent: Wednesday, April 08, 2015 8:33 AM
    To: Betsy Howes-Bean
    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
    8:33am (above).

    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).

    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).

    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).

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa

    Vanouse; Peggy Naulty


    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    From:
    To:
    Subject:
    Date:
    Attachments:
    Sensitivity:

    Betsy Howes-Bean
    Kathryn Haney (FRS)
    RE: RBC Section 3 AI Questions -FRSONLYWednesday, April 08, 2015 9:17:00 AM
    RBC AIs 040815 DRAFT.docx
    Confidential

    Four page attachment withheld in full


    pursuant to exemptions 4 & 5.

    For your reference here are my comments on top of Rosalies


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Kathryn Haney (FRS)
    Sent: Wednesday, April 08, 2015 8:33 AM
    To: Betsy Howes-Bean
    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
    8:33am (above).

    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).

    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).

    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).

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa

    Vanouse; Peggy Naulty


    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm (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).

    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).

    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).

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (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)

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 9:30 AM
    To: Rosalie Yee (FRS); 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 8, 2015 at
    9:30am (above).

    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 -FRSONLY-

    Sensitivity: Confidential
    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at 5:47pm
    (above).

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 9:30 AM
    To: Rosalie Yee (FRS); 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 and 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 are
    duplicates that have already been addressed.

    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).

    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).

    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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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.

    From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]


    Sent: Wednesday, April 08, 2015 09: 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 -FRSONLY-

    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: 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

    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    5:47pm (above).

    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
    _________________________________________________
    Melissa Vanouse
    Manager, Division of Consumer and Community Affairs
    Board of Governors of the Federal Reserve System
    Tel:

    202.452.3488

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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)

    Perhaps we can discuss at section meeting.


    From: Melissa Vanouse
    Sent: Wednesday, April 08, 2015 9:3 AM
    To: Charles Fleet
    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 9:33am (above).

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 9:30 AM
    To: Rosalie Yee (FRS); 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 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).

    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).

    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).

    (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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    Thanks,
    Kathy

    From:
    Sent:
    To:
    Subject:
    Attachments:
    Sensitivity:

    Chae Hee Shin


    Wednesday, April 08, 2015 9:41 AM
    Andrew Cohen
    FW: RBC Section 3 AI Questions -FRSONLYRBC AIs 040815 DRAFT.docx
    Confidential

    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).

    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).

    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

    No because they are going to provide that later in April.

    From: Davis, George


    Sent: Wednesday, April 08, 2015 09:48 AM
    To: Yee, Rosalie
    Subject: RE: RBC Section 3 AI Questions -FRSONLY-

    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 9:34am (above).
    From: Scott Tkacz [mailto:scott.r.tkacz@frb.gov]
    Sent: Wednesday, April 08, 2015 09: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 -FRSONLY-

    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).

    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

    RESTRICTED FR
    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    5:11pm (above).

    From:
    To:
    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)

    Three page attachment withheld in full pursuant to


    exemption 5.

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    RBC AIs 040815 DRAFT KEH April 8
    Wednesday, April 08, 2015 10:28:11 AM
    RBC AIs 040815 DRAFT KEH April 8.docx

    Hi Legal changed (b)(5)

    in response to Rosalies comments. (b)(5)


    I will forward back this

    version to all parties, and then send on letterhead to Mike (?).

    Four page attachment withheld in full pursuant to exemptions


    4 and 5.

    From:
    To:
    Subject:
    Date:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    RE: RBC AIs 040815 DRAFT KEH April 8
    Wednesday, April 08, 2015 10:40:57 AM

    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

    All sounds good!


    Betsy Howes-Bean
    Manager, International Acquisitions and Activities
    Division of Banking Supervision and Regulation
    (202) 452-3096
    From: Kathryn Haney (FRS)
    Sent: Wednesday, April 08, 2015 10:28 AM
    To: Betsy Howes-Bean
    Subject: RBC AIs 040815 DRAFT KEH April 8
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    10:28am (above).

    From:
    To:
    Subject:
    Date:
    Attachments:

    Chae Hee Shin


    $QGUHZ&RKHQ
    5(: (b)(5)questions -FRSONLYWednesday, $SULO08, 2015 10:2:47 AM
    RBC_City_National_AI_R&S.docx

    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)

    Three page attachment withheld in full pursuant to exemption 5.

    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

    Six page attachment withheld in full pursuant


    to exemptions 4 and 5.

    RESTRICTED FR
    (b)(5)

    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

    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)

    will get back to

    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

    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).

    DUPLICATE - An identical copy of this email is


    contained in the email chain on April 8, 2015 at
    9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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.

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    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).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (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:

    Kathryn Haney (FRS)


    Chae Hee Shin; Rosalie Yee (FRS); Scott Tkacz; Melissa Vanouse; George Davis (FRS); You Suk Kim; Courtney
    Carter; Peggy Naulty; Andrew Cohen
    Mary Watkins; Andrew Hartlage; Joshua Sherwin; Betsy Howes-Bean
    Seven page attachment withheld
    RE: RBC Section 3 AI Questions -FRSONLYpursuant to exemptions 4 and 5.
    Wednesday, April 08, 2015 11:2:1 AM
    RBC AIs 040815 DRAFT_RS with KEH Additional Q.docx
    Confidential

    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

    DUPLICATE - An identical copy of this email is contained in the email chain


    on April 8, 2015 at 11:24am (above).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    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

    Seven page attachment withheld in full


    pursuant to exemptions 4 and 5.

    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)

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    9:30am (above).

    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

    RESTRICTED FR
    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

    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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    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.

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
    at 12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on


    April 8, 2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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.

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
    at 12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    5:47pm (above).

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    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.

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on


    April 8, 2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    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

    From: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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 5:11pm
    (above).

    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).

    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 is contained in the email chain on


    April 8, 2015 at 12:12pm (above).

    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
    at 12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    5:47pm (above).

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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)

    Do you have any comments to the additional questions?

    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 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.

    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
    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).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 7, 2015 at
    5:11pm (above).

    From:
    To:
    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

    Seven page attachment withheld in


    full pursuant to exemptions 4 and 5.

    RESTRICTED FR
    Thanks, Scott, I went in and made changes (b)(5)
    handful of other cleanup edits. (b)(5)

    , and made a

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 1:16 PM
    To: Andrew Hartlage; Mary Watkins
    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
    1:16pm (above).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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)

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 1:36 PM
    To: Andrew Hartlage; Mary Watkins
    Subject: RE: RBC Section 3 AI Questions -FRSONLYSensitivity: Confidential
    D

    RESTRICTED FR
    Thanks! Please feel free to send around to the group. Mercifully, I think that is it.

    From: Andrew Hartlage


    Sent: Wednesday, April 08, 2015 1:24 PM
    To: Scott Tkacz; Mary Watkins
    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
    1:24pm (above).

    From: Scott Tkacz


    Sent: Wednesday, April 08, 2015 1:16 PM
    To: Andrew Hartlage; Mary Watkins
    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
    1:16pm (above).

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015
    at 1:16pm (above).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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 -FRSONLY-

    Sensitivity: Confidential
    DUPLICATE - An identical copy of this email is contained in the email chain on
    April 8, 2015 at 11:24am (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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).

    DUPLICATE - An identical copy of this email is contained


    in the email chain on April 8, 2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    Re: RBC -FRSONLYWednesday, April 08, 2015 2:17:24 PM

    Yes, I agree. It might just confuse them. Thanks.

    From: Davis, George


    Sent: Wednesday, April 08, 2015 02:14 PM
    To: Yee, Rosalie
    Subject: RE: RBC -FRSONLY-

    Good question. (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 2:05 PM
    To: Davis, George
    Subject: Re: RBC -FRSONLY-

    Is that list of people the same as those to whom Scott T. (b)(5)

    From: Davis, George


    Sent: Wednesday, April 08, 2015 01:20 PM
    To: Yee, Rosalie
    Subject: RBC -FRSONLY-

    I just received a call from Don Toumey. (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:
    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).

    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
    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).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    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).

    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).

    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

    RESTRICTED FR
    Thanks, Scott.

    DUPLICATE - An identical copy of this email is contained in


    the email chain on April 8, 2015 at 12:12pm (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 12:12pm
    (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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: 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).

    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).

    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain


    on April 8, 2015 at 11:24am (above).
    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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 11:27am (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).

    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email


    chain on April 8, 2015 at 11:24am (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    From:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RE: RBC -FRSONLYWednesday, April 08, 2015 3:18:04 PM

    Looks fine. Add word outside before counsel?


    From: Davis, George
    Sent: Wednesday, April 08, 2015 3:17 PM
    To: Yee, Rosalie
    Subject: RE: RBC -FRSONLY-

    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).

    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:

    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

    From: Davis, George


    Sent: Wednesday, April 08, 2015 3:24 PM
    To: Sherwin, Joshua M (Board); Haney, Kathryn; Vanouse, Melissa A (Board); Naulty, Peggy (Board);
    Fleet, Charles S (Board); Notaro, Rosanne; Fergus, Troy E; Howes-Bean, Betsy E (Board); Hartlage,
    Andrew W (Board); Watkins, Mary L (Board); Tkacz, Scott R (Board); Parks, Silvia
    Cc: Yee, Rosalie; Brannon, Lisa
    Subject: RBC/City National -FRSONLYAll,

    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

    From: Davis, George


    Sent: Wednesday, April 08, 2015 3:38 PM
    To: Parks, Silvia
    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
    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

    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,

    Matthew Lee, Esq.


    Executive Director
    Inner City Press/Fair Finance Watch

    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)

    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

    RESTRICTED FR
    George,
    I took a look at the draft information request. (b)(5)

    Thanks

    From: Davis, George


    Sent: Wednesday, April 08, 2015 1:09 PM
    To: Fergus, Troy E
    Cc: Yee, Rosalie
    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 1:09pm
    (above).

    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 is contained in the email chain


    on April 8, 2015 at 12:12pm (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 12:12pm
    (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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-

    I am ready to send out the ex parte memo.


    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 3:12 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RE: 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)

    To: Davis, George


    Cc: Yee, Rosalie
    Subject: RE: RBC/City National -FRSONLY-

    As(b)(5)

    From: Davis, George


    Sent: Wednesday, April 08, 2015 1:28 PM
    To: Hurwitz, Ivan
    Cc: Yee, Rosalie
    Subject: RBC/City National -FRSONLY-

    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: George Davis (FRS)


    Sent: Wednesday, April 08, 2015 3:24 PM
    To: Joshua Sherwin; Kathryn Haney (FRS); Melissa Vanouse; Peggy Naulty; Charles Fleet; Rosanne
    Notaro (FRS); Troy E Fergus (FRS); Betsy Howes-Bean; Andrew Hartlage; Mary Watkins; Scott Tkacz;
    Silvia Parks (FRS)
    Cc: Rosalie Yee (FRS); Lisa Brannon (FRS)
    Subject: RBC/City National -FRSONLYDUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 3:36pm
    (above).

    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

    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

    From: Parks, Silvia


    Sent: Wednesday, April 08, 2015 3:55 PM
    To: Arbuthnott, Marilyn; Meadow, Patricia
    Cc: Riva, Luis
    Subject: First Public Comment on RBC Application -FRSONLY-

    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

    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,

    Matthew Lee, Esq.


    Executive Director
    Inner City Press/Fair Finance Watch

    From:
    To:
    Subject:
    Date:
    Attachments:
    Sensitivity:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    RBC AI Letter-FRSONLYWednesday, April 08, 2015 4:37:38 PM
    RBC Section 3 Application AI Letter 4 8 2105.docx
    Confidential

    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

    Eight page attachment withheld in full pursuant to exemptions 4 & 5.

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kathryn Haney (FRS)


    Betsy Howes-Bean
    RBC Section 3 Application AI Letter 4 8 2105 Final
    Wednesday, April 08, 2015 4:56:12 PM
    RBC Section 3 Application AI Letter 4 8 2105 Final.docx

    Sorry here is the version with changes accepted. Thanks.

    Eight page attachment withheld in full pursuant to exemptions 4 & 5.

    From:
    To:
    Subject:
    Date:
    Attachments:
    Sensitivity:

    Kathryn Haney (FRS)


    Michael Sexton
    FW: RBC AI Letter -FRSONLYWednesday, April 08, 2015 5:11:38 PM
    RBC Section 3 Application AI Letter 4 8 2105 Final.docx
    Confidential

    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: Haney, Kathryn


    Sent: Wednesday, April 08, 2015 5:07 PM
    To: Haney, Kathryn
    Subject: -FRSONLYSensitivity: Confidential

    Eight page attachment withheld in full


    pursuant to exemptions 4 & 5.

    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

    Eight page attachment withheld in full pursuant to exemptions 4 & 5.

    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:

    Kathryn Haney (FRS)


    Charles Fleet
    RE: RBC Section 3 AI Questions -FRSONLYThursday, April 09, 2015 8:31:33 AM
    Confidential

    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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 11:27am (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).

    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).

    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).

    DUPLICATE - An identical copy of this email is contained in the email chain on


    April 8, 2015 at 11:24am (above).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    From:
    To:
    Subject:
    Date:
    Sensitivity:

    Kathryn Haney (FRS)


    Joshua Sherwin
    RE: RBC Section 3 AI Questions -FRSONLYThursday, April 09, 2015 8:32:31 AM
    Confidential

    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)

    Thanks again for your help.

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    From: Kathryn Haney (FRS)
    Sent: Wednesday, April 8, 2015 11:2 AM
    To: Chae Hee Shin; Rosalie Yee (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 -FRSONLY-

    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).

    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).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR
    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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
    5:11pm (above).

    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: 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:
    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)

    From: Charles Fleet [mailto:charles.s.fleet@frb.gov]


    Sent: Thursday, April 09, 2015 9:06 AM
    To: Watkins, Mary L (Board)
    Cc: Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Haney, Kathryn; Vanouse, Melissa A (Board)
    Subject: RE: RBC AI Letter - Revised -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at 9:06am
    (above).

    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:
    Cc:
    Subject:
    Date:

    Kathryn Haney (FRS)


    Mary Watkins
    Andrew Hartlage; Scott Tkacz; Betsy Howes-Bean; Joshua Sherwin
    RE: RBC AI Letter - Revised -FRSONLYThursday, April 09, 2015 9:44:01 AM

    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).

    From: Charles Fleet [mailto:charles.s.fleet@frb.gov]


    Sent: Thursday, April 09, 2015 9:06 AM
    To: Watkins, Mary L (Board)
    Cc: Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Haney, Kathryn; Vanouse, Melissa A (Board)
    Subject: RE: RBC AI Letter - Revised -FRSONLY-

    DUPLICATE - An identical copy of this email is contained in the email chain on April 9, 2015 at 9:06am
    (above).

    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:

    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:

    Kathryn Haney (FRS)


    Michael Sexton
    Betsy Howes-Bean
    Revised Version - RBC AI Letter -FRSONLYThursday, April 09, 2015 11:35:46 AM
    RBC Section 3 Application AI Letter 4 9 2105 with DCCA Edits.docx
    Confidential

    RESTRICTED FR
    Mike a new version DCCA tweaked their comments slightly. Thanks.

    Eight page draft document withheld pursuant to exemptions 4 & 5.

    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

    Three page document withheld pursuant to exemption 5.

    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).

    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)

    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:

    Kathryn Haney (FRS)


    Michael Sexton
    Betsy Howes-Bean
    RE: Revised Version - RBC AI Letter -FRSONLYThursday, April 09, 2015 12:23:13 PM
    Confidential

    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).

    From: Davis, George


    Sent: Wednesday, April 08, 2015 1:09 PM
    To: Fergus, Troy E
    Cc: Yee, Rosalie
    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 8, 2015 at
    1:09pm (above).

    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 is contained in the email chain


    on April 8, 2015 at 12:12pm (above).

    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at
    12:12pm (above).

    From: Kathryn Haney (FRS)


    Sent: Wednesday, April 08, 2015 11:27 AM
    To: Chae Hee Shin; Rosalie Yee (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
    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).

    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

    DUPLICATE - An identical copy of this email is contained in the email chain on April 8, 2015 at 11:24am
    (above).

    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).

    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
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 11:24am (above).

    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

    RESTRICTED FR

    Rosalie,
    DUPLICATE - An identical copy of this email is contained in the email chain on April 8,
    2015 at 9:30am (above).

    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

    RESTRICTED FR
    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

    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: Kathryn Haney (FRS)


    Sent: Tuesday, April 07, 2015 5:03 PM
    To: Rosalie Yee (FRS); George Davis (FRS); You Suk Kim; Courtney Carter; Chae Hee Shin; Melissa
    Vanouse; Peggy Naulty
    Cc: Mary Watkins; Scott Tkacz; Andrew Hartlage; Joshua Sherwin
    Subject: 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:
    To:
    Subject:
    Date:

    Yee, Rosalie
    Davis, George
    RBC DCCA template -FRSONLYFriday, April 10, 2015 10:46:35 AM

    Was this sent to DCCA? Thanks.

    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

    Thanks for your voicemail. George is out today, back Monday.


    (b)(5)

    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

    From: Yee, Rosalie


    Sent: Friday, April 10, 2015 3:25 PM
    To: Davis, George; McCune, Crystall
    Subject: RBC/City National -FRSONLY-

    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

    (b)(4) & (5)

    (b)(4) & (5)

    (b)(4), (5) & (8)

    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

    Thats fine with me.


    _____________________________________________
    From: Yee, Rosalie
    Sent: Monday, April 13, 2015 2:42 PM
    To: Steffey, Brian; Hurwitz, Ivan
    Subject: RE: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of businessFRSONLY-

    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.
    _____________________________________________

    From: Andrews, Brant On Behalf Of NY FISG Report


    Sent: Friday, April 10, 2015 3:05 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;
    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; Edward
    Cipullo; Thompson, Richard; Dunn, Thomas
    Subject: <REMINDER> FISG/LISCC Report Submission due Monday April 13 close of businessFRSONLY-

    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

    DUPLICATE - The 10-page attachment to this email is a duplicate copy of 10-page


    attachment to the email message on April 13, 2015 at 3:19pm, which was already
    addressed (above).

    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

    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).

    From: Charles Fleet [mailto:charles.s.fleet@frb.gov]


    Sent: Thursday, April 09, 2015 9:06 AM
    To: Watkins, Mary L (Board)
    Cc: Tkacz, Scott R (Board); Hartlage, Andrew W (Board); Haney, Kathryn; Vanouse, Melissa A (Board)
    Subject: RE: RBC AI Letter - Revised -FRSONLY-

    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).

    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).

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