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FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FIRST REPUBLIC BANK (Exact name of registrant as specified in its charter) California 80-0513856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 111 Pine Street, 2nd Floor, San Francisco, CA 94111 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 392-1400 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 par value New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.70% Noncumulative Perpetual Series A Preferred Stock New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.20% Noncumulative Perpetual Series B Preferred Stock New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.625% Noncumulative Perpetual Series C Preferred Stock New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ‘ No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ (Do not check if a smaller reporting company) Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price of $33.60 as of June 30, 2012 was approximately $4.4 billion. The number of shares outstanding of the Bank’s common stock, par value $0.01 per share, as of February 12, 2013 was 131,323,865. DOCUMENTS INCORPORATED BY REFERENCE The following document is incorporated by reference in parts of the Form 10-K: Portions of the Bank’s definitive proxy statement for its annual meeting of shareholders to be held on May 14, 2013 (the “2013 Proxy Statement,” which will be filed within 120 days of the Bank’s last fiscal year end) are incorporated in Part III of the Form 10-K. The index to Exhibits appears on page 168. FIRST REPUBLIC BANK TABLE OF CONTENTS PART I Item 1. Business ................................................................... 5 Item 1A. Risk Factors ................................................................. 28 Item 1B. Unresolved Staff Comments .................................................... 46 Item 2. Properties .................................................................. 46 Item 3. Legal Proceedings ............................................................ 46 Item 4. Mine Safety Disclosures ....................................................... 46 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ......................................................... 47 Item 6. Selected Financial Data ........................................................ 49 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 52 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .......................... 95 Item 8. Financial Statements and Supplementary Data ...................................... 99 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . 166 Item 9A. Controls and Procedures ....................................................... 166 Item 9B. Other Information ............................................................ 166 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................. 166 Item 11. Executive Compensation ....................................................... 166 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .................................................................. 166 Item 13. Certain Relationships and Related Transactions, and Director Independence .............. 167 Item 14. Principal Accounting Fees and Services ........................................... 167 PART IV Item 15. Exhibits and Financial Statement Schedules ....................................... 168 SIGNATURES 2 EXPLANATORY NOTE As used throughout this document, the terms “First Republic,” the “Bank”, “we,” “our” and “us” mean, as the context requires: • First Republic Bank, a Nevada-chartered commercial bank (the predecessors of which had been in existence since 1985) before its acquisition in September 2007 by Merrill Lynch Bank & Trust Company, F.S.B. (“MLFSB”), a subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”), together with all subsidiaries then-owned by First Republic Bank; • The First Republic division within MLFSB following the September 2007 acquisition and the First Republic division within Bank of America, N.A. (“BANA”), a subsidiary of Bank of America Corporation (“Bank of America”), following MLFSB’s merger into BANA, effective as of November 2009, in each case including all subsidiaries acquired by MLFSB as part of the September 2007 acquisition; and • First Republic Bank, a California-chartered commercial bank, that acquired the First Republic division of BANA effective upon the close of business on June 30, 2010, including all subsidiaries acquired by First Republic Bank in connection with the 2010 acquisition. 3 PART I Information Regarding Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this Annual Report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties more fully described under “Item 1A. Risk Factors.” Forward-looking statements involving such risks and uncertainties include, but are not limited to, statements regarding: • Significant competition to attract and retain banking and wealth management customers; • Projections of loans, assets, deposits, liabilities, revenues, expenses, tax liabilities, net income, capital expenditures, liquidity, dividends, capital structure or other financial items; • Expectations regarding the banking and wealth management industries; • The possibility of earthquakes and other natural disasters affecting the markets in which we operate; • Interest rate and credit risk; • Descriptions of plans or objectives of management for future operations, products or services; • Our ability to maintain and follow high underwriting standards; • Forecasts of future economic conditions generally and in our market areas in particular, which may affect the ability of borrowers to repay their loans and the value of real property

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