Regulatory Matters

9 Months Ended

Sep. 30, 2022

The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material and adverse effect on the Company’s and the Bank’s business, financial condition and results of operation, such as restrictions on growth or the payment of dividends or other capital distributions or management fees. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

In July 2013, the federal bank regulatory agencies adopted final regulations, which revised their risk-based and leverage capital requirements for banking organizations to meet requirements of the Dodd-Frank Act and to implement the Basel III international agreements reached by the Basel Committee. The final rules became effective for the Company and the Bank on January 1, 2015 and were subject to a phase-in period through January 1, 2019. The final rules that had an impact on the Company and the Bank include:

•An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets;

•A new category and a required 4.50% of risk-weighted assets ratio was established for “Common Equity Tier 1” as a subset of Tier 1 capital limited to common equity;

•A minimum non-risk-based leverage ratio was set at 4.00%, eliminating a 3.00% exception for higher rated banks;

•Changes in the permitted composition of Tier 1 capital to exclude trust preferred securities, mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available for sale debt and equity securities;

•The risk-weights of certain assets for purposes of calculating the risk-based capital ratios are changed for high volatility commercial real estate acquisition, development and construction loans, certain past due non-residential mortgage loans and certain mortgage-backed and other securities exposures; and

•A capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios was added and must be met to avoid limitations on the ability of the Bank to pay dividends, repurchase shares, or pay discretionary bonuses. As of September 30, 2022, the capital ratios for the Company and the Bank were in excess of all regulatory minimum capital ratios with the addition of the conservation buffer.

On January 1, 2020, the Company adopted ASU 2016-13 and implemented the CECL methodology. In response to the COVID-19 pandemic, federal regulatory agencies published a final rule that provides the option to delay the cumulative effect of the day 1 impact of CECL adoption on regulatory capital, along with 25% of the change in the adjusted allowance for credit losses (as computed for regulatory capital purposes which excludes purchased credit deteriorated (“PCD”) loans), for two years, followed by a three-year phase-in period. The Company has elected the five-year transition period consistent with the final rule issued by the federal regulatory agencies.

As of September 30, 2022 and December 31, 2021, the most recent regulatory notification categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To generally be categorized as “well-capitalized”, the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the most recent notification from regulators that management believes has changed the institution’s category.

The Company’s and the Bank’s levels and ratios are presented in the tables below for the dates indicated and include the effects of the Company’s election to utilize the five-year transition described above:


	Actual				Required For Capital Adequacy Purposes				Minimum Capital Adequacy With Capital Conservation Buffer				Required To Be Well Capitalized Under Prompt Corrective Action Provisions
September 30, 2022	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
Common equity Tier 1 capital (to risk weighted assets):
Company	$	1,760,843	10.32	%	$	767,941	4.50	%	$	1,194,575	7.00	%	N/A		N/A
Bank	$	2,014,788	11.81	%	$	767,682	4.50	%	$	1,194,173	7.00	%	$	1,108,875	6.50	%
Total capital (to risk-weighted assets):
Company	$	2,000,653	11.72	%	$	1,365,228	8.00	%	$	1,791,862	10.50	%	N/A		N/A
Bank	$	2,152,241	12.62	%	$	1,364,769	8.00	%	$	1,791,259	10.50	%	$	1,705,961	10.00	%
Tier 1 capital (to risk-weighted assets):
Company	$	1,863,200	10.92	%	$	1,023,921	6.00	%	$	1,450,555	8.50	%	N/A		N/A
Bank	$	2,014,788	11.81	%	$	1,023,577	6.00	%	$	1,450,067	8.50	%	$	1,364,769	8.00	%
Tier 1 capital (to average assets):
Company	$	1,863,200	10.25	%	$	727,401	4.00	%	N/A		N/A		N/A		N/A
Bank	$	2,014,788	11.08	%	$	727,200	4.00	%	N/A		N/A		$	909,000	5.00	%


	Actual				Required For Capital Adequacy Purposes				Minimum Capital Adequacy With Capital Conservation Buffer				Required To Be Well Capitalized Under Prompt Corrective Action Provisions
December 31, 2021	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
Common equity Tier 1 capital (to risk weighted assets):
Company	$	1,657,754	11.03	%	$	676,633	4.50	%	$	1,052,540	7.00	%	N/A		N/A
Bank	$	1,947,914	12.96	%	$	676,328	4.50	%	$	1,052,066	7.00	%	$	976,919	6.50	%
Total capital (to risk-weighted assets):
Company	$	1,867,968	12.42	%	$	1,202,903	8.00	%	$	1,578,811	10.50	%	N/A		N/A
Bank	$	2,056,675	13.68	%	$	1,202,361	8.00	%	$	1,578,099	10.50	%	$	1,502,952	10.00	%
Tier 1 capital (to risk-weighted assets):
Company	$	1,759,207	11.70	%	$	902,178	6.00	%	$	1,278,085	8.50	%	N/A		N/A
Bank	$	1,947,914	12.96	%	$	901,771	6.00	%	$	1,277,509	8.50	%	$	1,202,361	8.00	%
Tier 1 capital (to average assets):
Company	$	1,759,207	10.11	%	$	695,795	4.00	%	N/A		N/A		N/A		N/A
Bank	$	1,947,914	11.20	%	$	695,593	4.00	%	N/A		N/A		$	869,491	5.00	%

- Definition

The entire disclosure for regulatory capital requirement for depository and lending institutions. Institutions include, but not are not limited to, finance company, insured depository institution, bank holding company, savings and loan association holding company, bank and savings institution not federally insured, mortgage company, foreign financial institution and credit union.

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