EAST WEST BANCORP INC - Annual Report: 2022 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-24939
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4703316
(I.R.S. Employer Identification No.)
135 North Los Robles Ave., 7th Floor, Pasadena, California, 91101
(Address of principal executive offices) (Zip Code)
(626) 768-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| Common stock, par value $0.001 per share | EWBC | Nasdaq Global Select Market | |||||||||||||||
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 ☒ 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 ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Emerging growth company | ☐ | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $9,058,196,758 (based on the June 30, 2022 closing price of Common Stock of $64.80 per share). As of January 31, 2023, 141,003,685 shares of East West Bancorp, Inc. Common Stock were outstanding.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
EAST WEST BANCORP, INC.
2022 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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PART I
Forward-Looking Statements
This Annual Report on Form 10-K (“this Form 10-K”) contains “forward-looking statements” that are intended to be covered by the safe harbor for such statements provided by the Private Securities Litigation Reform Act of 1995. In addition, East West Bancorp, Inc. (referred to herein on an unconsolidated basis as “East West” and on a consolidated basis as the “Company,” “we” or “EWBC”) may make forward-looking statements in other documents that it files with, or furnishes to, the United States (“U.S.”) Securities and Exchange Commission (“SEC”) and management may make forward-looking statements to analysts, investors, media members and others. Forward-looking statements are those that do not relate to historical facts and that are based on current assumptions, beliefs, estimates, expectations and projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Forward-looking statements may relate to various matters, including the Company’s financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements. You should not place undue reliance on forward-looking statements, as they are subject to risks and uncertainties, including, but not limited to, those described below. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make.
There are various important factors that could cause future results to differ materially from historical performance and any forward-looking statements. Factors that might cause such differences, include, but are not limited to:
•changes in the global economy, including an economic slowdown, capital or financial market disruption, supply chain disruption, level of inflation, interest rate environment, housing prices, employment levels, rate of growth and general business conditions, which could result in, among other things, reduced demand for loans, reduced availability of funding or increases in funding costs, declines in asset values and/or recognition of allowance for credit losses;
•changes in local, regional and global business, economic and political conditions, and geopolitical events, such as Russia’s invasion of Ukraine;
•the economic, financial, reputational and other impacts of the Coronavirus Disease 2019 (“COVID-19”) pandemic, including variants thereof, and any other pandemic, epidemic or health-related crisis;
•changes in laws or the regulatory environment, including regulatory reform initiatives and policies of the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System (“Federal Reserve”), the Federal Deposit Insurance Corporation (“FDIC”), the SEC, the Consumer Financial Protection Bureau (“CFPB”), the California Department of Financial Protection and Innovation (“DFPI”) - Division of Financial Institutions, the China Banking and Insurance Regulatory Commission (“CBIRC”), the Hong Kong Monetary Authority (“HKMA”), the Hong Kong Securities and Futures Commission (“HKSFC”), and the Monetary Authority of Singapore (“MAS”);
•changes and effects thereof in trade, monetary and fiscal policies and laws, including the ongoing trade, economic and political disputes between the U.S. and the People’s Republic of China and the monetary policies of the Federal Reserve;
•changes in the commercial and consumer real estate markets;
•changes in consumer or commercial spending, savings and borrowing habits, and patterns and behaviors;
•the impact from potential changes to income tax laws and regulations, federal spending and economic stimulus programs;
•the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. federal government’s debt limit and credit rating;
•the Company’s ability to compete effectively against financial institutions and other entities, including as a result of emerging technologies;
•the soundness of other financial institutions;
•the success and timing of the Company’s business strategies;
•the Company’s ability to retain key officers and employees;
•the impact on the Company’s funding costs, net interest income and net interest margin from changes in key variable market interest rates, competition, regulatory requirements and the Company’s product mix;
•changes in the Company’s costs of operation, compliance and expansion;
•the Company’s ability to adopt and successfully integrate new technologies into its business in a strategic manner;
•the impact of the benchmark interest rate reform in the U.S. including the transition away from the U.S. dollar (“USD”) London Interbank Offered Rate (“LIBOR”) to alternative reference rates (“ARRs”);
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•the impact of communications or technology disruption, failure in, or breach of, the Company’s operational or security systems or infrastructure, or those of third-party vendors with which the Company does business, including as a result of cyber-attacks, and other similar matters which could result in, among other things, confidential and/or proprietary information being disclosed or misused, and materially impact the Company’s ability to provide services to its clients;
•the adequacy of the Company’s risk management framework, disclosure controls and procedures and internal control over financial reporting;
•future credit quality and performance, including the Company’s expectations regarding future credit losses and allowance levels;
•the impact of adverse changes to the Company’s credit ratings from major credit rating agencies;
•the impact of adverse judgments or settlements in litigation;
•the impact on the Company’s operations due to political developments, pandemics, wars, civil unrest, terrorism or other hostilities that may disrupt or increase volatility in securities or otherwise affect business and economic conditions;
•heightened regulatory and governmental oversight and scrutiny of the Company’s business practices, including dealings with consumers;
•the impact of reputational risk from negative publicity, fines, penalties and other negative consequences from regulatory violations, legal actions and the Company’s interactions with business partners, counterparties, service providers and other third parties;
•the impact of regulatory investigations and enforcement actions;
•changes in accounting standards as may be required by the Financial Accounting Standards Board (“FASB”) or other regulatory agencies and their impact on critical accounting policies and assumptions;
•the Company’s capital requirements and its ability to generate capital internally or raise capital on favorable terms;
•the impact on the Company’s liquidity due to changes in the Company’s ability to receive dividends from its subsidiaries;
•any strategic acquisitions or divestitures;
•changes in the equity and debt securities markets;
•fluctuations in the Company’s stock price;
•fluctuations in foreign currency exchange rates;
•the impact of increased focus on social, environmental and sustainability matters, which may affect the Company’s operations as well as those of its customers and the economy more broadly; and
•the impact of climate change, natural or man-made disasters or calamities, such as wildfires, droughts, hurricanes, flooding and earthquakes or other events that may directly or indirectly result in a negative impact on the Company’s financial performance.
For a more detailed discussion of some of the factors that might cause such differences, see Item 1A. Risk Factors presented elsewhere in this Form 10-K. You should treat forward-looking statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
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ITEM 1. BUSINESS
Organization
East West is a bank holding company incorporated in Delaware on August 26, 1998, and is registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”). The Company commenced business on December 30, 1998 when, pursuant to a reorganization, it acquired all of the voting stock of East West Bank (“East West Bank” or the “Bank”), which became its principal asset. East West’s principal business is to serve as a holding company for the Bank and other banking or banking-related subsidiaries that East West may establish or acquire. As of December 31, 2022, the Company had $64.11 billion in total assets, $47.63 billion in total net loans, $55.97 billion in total deposits, and $5.98 billion in total stockholders’ equity.
The Company operates in over 120 locations in the U.S. and Asia. In the U.S., the Bank’s corporate headquarters and main administrative offices are located in California; its U.S. branches and offices are located in California, Texas, New York, Washington, Georgia, Massachusetts, Illinois, and Nevada. In Asia, the Bank has four full-service branches in Hong Kong, Shanghai, Shantou and Shenzhen, and five representative offices in Beijing, Chongqing, Guangzhou, Xiamen and Singapore.
Strategy
We are committed to enhancing long-term stockholder value by growing loans, deposits and revenue, improving profitability, and investing for the future while managing risks, expenses and capital. Our business model is built on customer loyalty and engagement, understanding our customers’ financial goals, and meeting our customers’ financial needs through our diverse products and services. Our strategy focuses on seeking out and deepening client relationships that meet our risk/return parameters. This guides our decision-making across every aspect of our operations: the products we develop, the expertise we cultivate, and the infrastructure we build to help our customers conduct their businesses. We expect our relationship-focused business model to continue to generate organic growth from existing customers and to expand our targeted customer bases. We constantly invest in technology to improve the customer user experience, strengthen critical business infrastructure, and streamline core processes, while properly managing operating expenses. Our risk management activities are focused on ensuring that the Bank identifies and manages risks to sustain safety and soundness while maximizing profitability.
East West has a commercial business operating license in China through its subsidiary, East West Bank (China) Limited, which makes it unique among U.S.-based regional banks. This license allows the Bank to open branches, make loans and collect deposits in the country. The Bank continues to develop its international banking presence with its network of overseas branches and representative offices. The latest expansion is the Singapore representative office, which opened in January 2023. In addition to facilitating traditional letters of credit and trade financing to businesses, these representative offices allow the Bank to assist existing clients and to develop new business relationships. Through its branches and offices, the Bank focuses on growing its cross-border client base between the U.S. and Asia, helping U.S.-based businesses expand in Asia, and helping companies based in Asia pursue business opportunities in the U.S.
The Bank believes its customers benefit from the Bank’s understanding of the Asian market through its physical presence, corporate and organizational ties in Asia, as well as the Bank’s international banking products and services. The Bank believes this approach, combined with its senior management and Board of Directors’ ties to Asian business opportunities and Asian American communities, provides the Bank with a competitive advantage. The Bank utilizes its presence overseas to identify and build corporate relationships, which the Bank may leverage to create business opportunities in California and other U.S. markets.
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Banking Services
As of December 31, 2022, East West Bank was the largest independent commercial bank headquartered in Southern California based on total assets. The Bank is the largest independent bank in the U.S. focused on the financial service needs of individuals and businesses that operate both in the U.S. and Asia, and has a strong focus on the Asian American community. Through its network of over 120 banking locations in the U.S. and Asia, the Bank provides a wide range of personal and commercial banking services to businesses and individuals. The Bank provides services to its customers in English and in over 10 other languages. In addition to offering traditional deposit products that include personal and business checking and savings accounts, money market, and time deposits, the Bank also offers foreign exchange, treasury management and wealth management services. The Bank’s lending activities include commercial and residential real estate lending, construction finance, commercial business lending, working capital lines of credit, trade finance, letters of credit, affordable housing lending, asset-based lending, asset-backed finance, project finance, equipment financing and loan syndication. The Bank also provides financing services to clients in need of a financial bridge to facilitate their business transactions between the U.S. and Asia. Additionally, to support the business needs of its customers, the Bank offers hedging advisory and various derivative contracts such as interest rate, energy commodity and foreign exchange contracts.
The integration of digital with brick and mortar channels has been an area of investment for the Bank, for both commercial and consumer banking. Our strategic priorities include the use of technology to innovate and expand commercial payments, treasury management products and services, and consumer banking. We have developed mobile and online banking platforms, which are continually enhanced to enrich our customer user experience, and which offer a full suite of banking services tailored to our customers’ unique needs. In our view, the omnichannel banking service approach increases efficiency and deepens customer relationships.
Operating Segments
The Bank’s three operating segments, (1) Consumer and Business Banking, (2) Commercial Banking and (3) Other, are based on the Bank’s core strategy. The Consumer and Business Banking segment primarily provides financial products and services to consumer and commercial customers through the Company’s domestic branch network. The Commercial Banking segment primarily generates commercial loans and deposits. The remaining centralized functions, including the corporate treasury activities of the Company and eliminations of inter-segment amounts, are aggregated and included in the Other segment. For complete discussion and disclosure, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) — Results of Operation — Operating Segment Results and Note 17 — Business Segments to the Consolidated Financial Statements in this Form 10-K.
Competition
The Bank operates in a highly competitive environment. The Company faces intense competition from domestic and foreign lending institutions, numerous other financial services providers and other entities, including as a result of emerging technologies. Competition is based on a number of factors including, among others, customer service and convenience, quality and range of products and services offered, reputation, fees, interest rates on loans and deposits and lending limits. Competition also varies based on the types of customers and locations served. The Company is a leader of banking market share in the Asian American community; and maintains a differentiated presence within selected markets by providing cross-border commercial banking expertise to customers between the U.S. and Asia.
While the Company believes it is well positioned within a highly competitive industry, the industry could become even more competitive as a result of legislative, regulatory, economic, and technological changes, as well as continuing consolidation.
Human Capital
As a company that delivers relationship-driven financial solutions to a diverse customer base, we believe the strength of our workforce is one of the most significant contributors to our success. Our key human capital objectives are to attract, develop and retain quality talent who reflect our values and enable us to serve our customers. To achieve these objectives, our human resource programs have been designed based on our core values and the attributes we seek to foster, which include absolute integrity, customer orientation, creativity, respect, teamwork and selflessness. We use these core values to better service our customers and prepare our employees for leadership positions and to advance their careers. We are committed to promoting diversity in employment and advancement.
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As of December 31, 2022, we had 3,155 full-time equivalent employees, of which 230 were located in China and Hong Kong. None of our employees are subject to a collective bargaining agreement. The Company’s compensation and employee benefits expense was $477.6 million and $433.7 million, or 56% and 54% of total noninterest expense in 2022 and 2021, respectively.
Diversity and Inclusion
East West Bank was founded in 1973 in Chinatown, Los Angeles, California as a savings & loan association for immigrants who were underserved by mainstream banks. As of December 31, 2022, the Bank was the largest FDIC-insured, minority-operated depository institution headquartered in the U.S., serving communities with diverse ethnicities and socio-economic backgrounds in eight states across the nation. Our operations are concentrated in areas that include larger numbers of immigrants and minorities. We proudly offer home loans and other products and services that support low-to-moderate income, minority and immigrant communities. We also provide community development loans, and partner with a diverse list of nonprofit and community-based organizations to promote wealth generation and entrepreneurship in underserved communities. Our focus on basic, fair-priced products and alternative credit criteria supports the under-banked, which is part of our founding mission. In addition, given our diverse customer base and the diversity of the communities that we serve, our retail bankers are able to assist customers in English and in over 10 other languages.
Promoting diversity and inclusion in our workforce and executive leadership is critical to our continued growth and success, and is at the core of our history and guiding principles. Our commitment to this mission is reflected in the composition of our employees. In addition, we have adopted an Environmental and Social Policy Framework that governs our mission to support diversity, and formed two employee resource groups focused on cultural awareness and empowering women to pursue leadership development and opportunities. As of December 31, 2022, the composition of our workforce was as follows:
| % of Total Workforce | % of Total Managers | |||||||||||||
Gender (1): | ||||||||||||||
| Female | 62% | 58% | ||||||||||||
| Male | 38% | 42% | ||||||||||||
| Race/ethnicity: | ||||||||||||||
| Minorities: | ||||||||||||||
| Asian minorities | 74% | 72% | ||||||||||||
| Non-Asian minorities | 15% | 13% | ||||||||||||
| White | 11% | 15% | ||||||||||||
(1)Presented as a percentage of the respective populations who self-identified.
To put our diversity in context, minorities made up 46% of the workforce and 18% of the managers of FDIC-regulated institutions, according to the most recently available 2020 Diversity Self-Assessment from the FDIC’s Financial Institution Diversity Self-Assessment program. Our organizational commitment to diversity, under the leadership and oversight of our Board of Directors, is further reflected by the composition of our ten-member Board, which is presented in the following table as of December 31, 2022. This commitment to diversity was acknowledged in Bank Director’s 2022 “RankingBanking” study, in which we received the “Best Board” ranking due to our strong corporate governance practices, and the diversity and expertise of our directors.
| Female | Male | |||||||||||||
| Race/ethnicity: | ||||||||||||||
| Minorities: | ||||||||||||||
| Asian minorities | 2 | 2 | ||||||||||||
| Non-Asian minorities | 1 | 2 | ||||||||||||
| White | — | 3 | ||||||||||||
| Sexual orientation: | ||||||||||||||
| LGBTQ+ | — | 1 | ||||||||||||
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Talent Acquisition, Development and Promotion
An experienced and well qualified workforce is essential to delivering high quality and reliable banking services to our customers and to managing the Company in a safe and sound manner. We endeavor to attract, develop, and retain diverse, motivated talent as part of our ongoing commitment to building a stronger workforce to serve our customers and communities.
The focus on leadership development and promoting from within is a critical part of our succession planning for key roles throughout the organization and fostering organizational stability. We recognize the importance of employee development and career growth in fostering retention of our employees, which is one of the Company's strategic objectives. In 2022, 20% of our employees advanced their careers within the Bank through over 600 internal promotions or new opportunities. We provide a variety of resources to help all employees grow in their current roles and build new skills for future advancement, including the encouragement of continuing education and providing benefits such as tuition reimbursement.
Fair and Equitable Compensation
Our compensation and benefits program provides both short- and long-term awards, incentivizing performance, and aligning employee and stockholder interests. Employee compensation packages include a competitive base salary and, subject to Company and individual performance, may include an annual cash and stock incentive bonus. We are committed to fair and equitable compensation programs, and regularly assess the current business environment and labor markets to review our compensation and benefits programs for pay equity. We sponsor a 401(k) plan for U.S. employees, provide a Company matching contribution, and maintain other defined contribution retirement plans. As of December 31, 2022, 94% of employees participated in our 401(k) plan.
To foster a strong sense of ownership and to align the interests of our employees with our stockholders, restricted stock units are awarded to eligible employees under our stock incentive programs. We also award stock grants under our “Spirit of Ownership” program to all of our employees, regardless of job title or part-time/full-time status. The program allows each employee to share directly in the success they help create. The fact that all our employees are also owners is a source of pride for us. In 2022, the Company granted over 500 thousand restricted stock units as part of its stock compensation programs.
Wellness and Safety
We are committed to supporting our employees’ well-being by offering flexible and competitive benefits. Comprehensive health insurance coverage (medical, dental and vision) is offered to employees working at least 30 hours each week. We offer paid time off, life insurance, disability insurance, parental leave, wellness and benefits programs designed to assist employees in maintaining a healthy work-life balance. We also offer an Employee Assistance Program which aids benefits-eligible employees and their household members with personal and professional issues. We apply a consistent approach towards employee policies, opportunities, benefits, and protections to all employees regardless of their locations, except if there are contradictions between individual state laws. We took a wide variety of measures to protect the health and well-being of our employees and customers during the COVID-19 pandemic and are now supporting employees in returning to the office and/or shifting to new working arrangements.
New Ways of Working
The COVID-19 pandemic accelerated our capabilities with respect to flexible work. We introduced a hybrid schedule and work-from-home arrangements to better support managers and employees as they adapt to new ways of working that embrace flexibility, promote inclusion and enhance productivity.
Commitment to Community
We are committed to making positive and lasting impacts in our communities through our business activities and our volunteer and charitable efforts. We aim to enhance the quality of life in our communities by engaging in meaningful and effective programs that help increase homeownership, preserve affordable housing, promote wealth building, enable more inclusive access to banking services and help alleviate homelessness. We are a vital part of the communities in which we live and work, and we encourage our employees to engage with our local communities by leading or participating in events to foster community development.
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Information about our Executive Officers
The following table presents the Company’s executive officers’ names, ages, positions and offices, and business experience during the last five years as of February 27, 2023. There is no family relationship between any of the Company’s executive officers or directors. Each executive officer is appointed by the Board of Directors of the Company.
| Name | Age | Positions and Offices, and Business Experience | ||||||||||||
| Dominic Ng | 64 | Chairman and Chief Executive Officer of the Company and the Bank since 1992. | ||||||||||||
| Irene H. Oh | 45 | Executive Vice President and Chief Financial Officer of the Company and the Bank since 2010. | ||||||||||||
| Lisa L. Kim | 58 | Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank since 2020; 2014 - 2020: Executive Vice President, General Counsel and Secretary of Cathay General Bancorp and Cathay Bank. | ||||||||||||
| Douglas P. Krause | 66 | Vice Chairman and Chief Corporate Officer of the Company and the Bank since 2020; 2018 - 2020: Executive Vice President, General Counsel and Corporate Secretary; 2010 - 2018: Executive Vice President, Chief Risk Officer and General Counsel. | ||||||||||||
| Parker Shi | 53 | Executive Vice President and Chief Operating Officer of the Company and the Bank since December 2021; June 2021 - November 2021: Executive Vice President & Chief Strategy, Growth and Technology Officer; March 2021 - June 2021: Consultant of the Bank; 2020: Senior Advisor at PharmScript; 2018 - 2019: Senior Managing Director at Accenture; 2013 - 2018: Senior Partner at McKinsey & Company. | ||||||||||||
| Gary Teo | 50 | Executive Vice President and Chief Human Resources Officer of the Company and the Bank since February 2022; 2015 - 2022: Senior Vice President and Head of Human Resources. | ||||||||||||
Supervision and Regulation
Overview
East West and the Bank are subject to extensive and comprehensive regulations under U.S. federal and state laws. Regulation and supervision by the federal and state banking agencies are intended primarily for the protection of depositors, the Deposit Insurance Fund (“DIF”) administered by the FDIC, consumers, and the banking system as a whole, and not for the protection of our investors. As a bank holding company, East West is subject to primary regulation, supervision, and examination by the Federal Reserve under the BHC Act. The Bank is regulated, supervised, and examined by the Federal Reserve, the DFPI, and, with respect to consumer laws, the CFPB. As the insurer of the Bank’s deposits, the FDIC has back-up examination authority of the Bank as well. In addition, the Bank is regulated by foreign regulatory agencies in international jurisdictions where we have a presence, including China, Hong Kong and Singapore. East West also has a wholly-owned nonbank subsidiary, East West Markets, LLC ("East West Markets"), which is an SEC-registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). East West Markets is subject to regulatory requirements from several regulatory bodies, including the SEC, FINRA, and state securities regulators.
The Company is also subject to the disclosure and regulatory requirements under the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, both as administered by the SEC. Our common stock is listed on the Nasdaq Global Select Market under the trading symbol “EWBC” and subject to Nasdaq rules for listed companies.
Described below are certain provisions of selected laws and regulations applicable to East West and the Bank. The descriptions are not intended to be complete, nor are they meant to fully address the statutes and regulations’ effects and potential effects on East West and the Bank, and the descriptions are qualified in their entirety by reference to the full text of the statutes and regulations. A change in applicable statutes, regulations or regulatory policies may have a material effect on the Company’s business.
East West
As a bank holding company and pursuant to its election of financial holding company status, East West is subject to regulation, supervision, and examination by the Federal Reserve under the BHC Act. The BHC Act provides a federal framework for the regulation and supervision of bank holding companies and their nonbank subsidiaries. The BHC Act and other federal statutes grant the Federal Reserve authority to, among other things:
•require periodic reports and such additional information as the Federal Reserve may require in its discretion;
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•require bank holding companies to maintain certain levels of capital and, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), limit the ability of bank holding companies to pay dividends or bonuses unless their capital levels exceed the capital conservation buffer (see the section captioned “Regulatory Capital Requirements” included elsewhere under this item);
•require bank holding companies to serve as a source of financial and managerial strength to subsidiary banks and commit resources, as necessary, to support each subsidiary bank, including at times when bank holding companies may not be inclined to do so, and the failure to do so generally may be considered by the Federal Reserve to be an unsafe and unsound banking practice and a violation of Federal Reserve regulations;
•restrict dividends and other distributions from subsidiary banks to their parent bank holding companies;
•require bank holding companies to terminate an activity or terminate control of or liquidate or divest certain nonbank subsidiaries, affiliates or investments if the Federal Reserve believes that the activity, ownership, or control of the nonbank subsidiary or affiliate constitutes a serious risk to the financial safety, soundness or stability of the bank holding company, or if the activity, ownership, or control is inconsistent with the purposes of the BHC Act;
•regulate provisions of certain bank holding company debt, including by imposing interest ceilings and reserve requirements and requiring a bank holding company to obtain prior approval to purchase or redeem its securities in certain situations;
•approve in advance senior executive officer or director changes and prohibit certain golden parachute payments to officers and employees, including change in control agreements and new employment agreements that are contingent upon termination; and
•approve in advance the acquisitions of and mergers with bank holding companies, banks and other financial companies, and consider certain competitive, management, financial, financial stability and other factors in granting these approvals. DFPI approval may also be required for certain acquisitions and mergers involving a California state-chartered bank such as the Bank.
East West’s election to be a financial holding company as permitted under the Gramm-Leach-Bliley Act of 1999 (“GLBA”) generally allows East West to engage in any activity that the Federal Reserve has determined to be financial in nature or incidental or complementary to activities that are financial in nature, or acquire and retain the shares of a company engaged in any such activity, without prior Federal Reserve approval. Activities that are considered financial in nature include securities underwriting and dealing, insurance agency and underwriting, merchant banking activities and activities that the Federal Reserve, in consultation with the U.S. Secretary of the Treasury, determines to be financial in nature or incidental to such financial activity. To maintain financial holding company status and continue to be able to engage in new activities or investments that are financial in nature, a financial holding company and all its depository institution subsidiaries must be “well capitalized” and “well managed,” and the financial holding company’s depository institution subsidiaries must have Community Reinvestment Act (“CRA”) ratings of at least “Satisfactory.” A depository institution subsidiary is considered “well capitalized” if it satisfies the requirements for this status discussed in the sections captioned “Regulatory Capital Requirements” and “Prompt Corrective Action,” included elsewhere under this item. A depository institution subsidiary is considered “well managed” if it received a composite rating and a management rating of at least “Satisfactory” in its most recent examination. See the section captioned “Community Reinvestment Act” included elsewhere under this item.
The Bank and its Subsidiaries
East West Bank is a California state-chartered bank and a member of the Federal Reserve System, and its deposits are insured by the FDIC. The Bank’s operations in the U.S. are primarily regulated and supervised by the Federal Reserve and the DFPI, and its activities outside the U.S. are regulated and supervised by its U.S. regulators and the applicable regulatory authority in the host country in which each overseas office is located. Specific federal and state laws and regulations that are applicable to banks monitor, among other things, their regulatory capital levels, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, and the nature and amount of collateral for certain loans. Bank regulatory agencies also have extensive discretion to impose various restrictions on management or operations and to issue policies and guidance in connection with their supervisory and enforcement activities and examination policies. California law permits state-chartered commercial banks to engage in any activity permissible for national banks, unless such activity is expressly prohibited by state law. The Bank may also form subsidiaries to engage in many activities commonly conducted by national banks in operating subsidiaries. Further, pursuant to the GLBA, the Bank may conduct certain “financial” activities in a subsidiary to the same extent permitted for a national bank, provided the Bank is “well capitalized” and “well managed” and has a CRA rating of at least “Satisfactory.”
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Regulation of Foreign Subsidiaries and Branches
The Bank’s foreign subsidiary, East West Bank (China) Limited, is subject to applicable foreign laws and regulations, such as those implemented by the CBIRC. East West Bank’s Hong Kong branch is subject to applicable foreign laws and regulations, such as those implemented by the HKMA and the HKSFC. The Singapore representative office, which opened in January 2023, is subject to applicable foreign laws and regulations, such as those implemented by the MAS.
Regulatory Capital Requirements
The federal banking agencies have imposed capital adequacy requirements, known as the Basel III Capital Rules, intended to ensure that banking organizations maintain capital that is commensurate with the degree of risk associated with their operations. The Basel III Capital Rules define the components of regulatory capital, including Common Equity Tier 1 (“CET1”), Tier 1 and 2 capital, and set forth minimum capital adequacy ratios of capital to risk-weighted assets and total assets. The Basel III Capital Rules also prescribe a standardized approach for risk-weighting assets and include a number of risk- weighting categories that affect the denominator in banking institutions’ regulatory capital ratios.
Under the Basel III Capital Rules, to be considered adequately capitalized, standardized approach banking organizations, such as the Company and the Bank are required to maintain minimum capital ratios of at least 4.5% CET1 capital to risk-weighted assets, 6.0% Tier 1 capital to risk-weighted assets, 8.0% total risk-based capital (i.e., Tier 1 plus Tier 2 capital) to risk-weighted assets and a 4.0% Tier 1 leverage ratio of Tier 1 capital to average total consolidated assets. The Basel III Capital Rules also include a “capital conservation buffer” of 2.5% on top of each of the minimum risk-based capital ratios. Banking institutions with a risk-based capital ratio that meets or exceeds the minimum requirement but does not exceed the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments based on the amount of the shortfall. As of December 31, 2022, the Company’s and the Bank’s capital ratios exceeded the minimum capital adequacy requirements of the federal banking agencies, including the capital conservation buffer, and the Company and the Bank were classified as “well capitalized.” For additional discussion and disclosure see Item 7. MD&A — Regulatory Capital and Ratios and Note 16 — Regulatory Requirements and Matters to the Consolidated Financial Statements in this Form 10-K.
The Bank is also subject to additional capital requirements under the Prompt Corrective Action (“PCA”) regulations that implement Section 38 of the Federal Deposit Insurance Act (“FDIA”), as discussed below under the Prompt Corrective Action section.
Regulatory Capital-Related Developments
From time to time, the regulatory agencies propose changes and amendments to, and issue interpretations of, risk-based capital requirements and related reporting instructions. Such proposals and interpretations could, if implemented in the future, affect our regulatory capital requirements and reported capital ratios.
In March 2020, the United States federal banking agencies adopted a rule that allowed banking organizations to elect to delay the estimated effects of adopting the current expected credit loss accounting standard (“CECL”) on regulatory capital until January 2022, and subsequently to phase in the effects through January 2025 (i.e., a five-year transition, in total). The Company adopted the five-year transition in 2020. As a result, the effects of CECL on the Company’s and the Bank’s regulatory capital were delayed through the year 2021, after which the effects are being phased-in over a three-year period from January 1, 2022 through December 31, 2024. For additional discussion and disclosure on CECL, see Item 7. MD&A — Regulatory Capital and Ratios and Note 16 — Regulatory Requirements and Matters to the Consolidated Financial Statements in this Form 10-K.
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Prompt Corrective Action
The FDIA, as amended, requires federal banking agencies to take PCA with respect to insured depository institutions that do not meet minimum capital requirements. The FDIA includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulations. The capital tiers in the PCA framework do not apply directly to bank holding companies (such as the Company). Under the federal banking agencies’ regulations implementing the PCA provisions of the FDIA, an insured depository institution (such as the Bank) generally is classified in the following categories based on the capital measures indicated:
| PCA Category | Risk-Based Capital Ratios | |||||||||||||||||||||||||
| Total Capital | Tier 1 Capital | CET1 Capital | Tier 1 Leverage | |||||||||||||||||||||||
Well capitalized (1) | ≥ 10% | ≥ 8% | ≥ 6.5% | ≥ 5% | ||||||||||||||||||||||
| Adequately capitalized | ≥ 8% | ≥ 6% | ≥ 4.5% | ≥ 4% | ||||||||||||||||||||||
| Undercapitalized | < 8% | < 6% | < 4.5% | < 4% | ||||||||||||||||||||||
| Significantly undercapitalized | < 6% | < 4% | < 3.0% | < 3% | ||||||||||||||||||||||
| Critically undercapitalized | Tangible Equity/Total Assets ≤ 2% | |||||||||||||||||||||||||
(1)Additionally, to be classified as well capitalized, an insured depository institution may not be subject to any written agreement, order, capital directive, or PCA directive issued by its primary federal regulator to meet and maintain a specific capital level for any capital measure.
An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios, if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying PCA regulations and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.
The FDIA generally prohibits a depository institution from making any capital distributions (including payment of any dividend) or paying any management fee to its parent holding company, if the depository institution would thereafter be “undercapitalized.” Undercapitalized institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” Significantly undercapitalized depository institutions may be subject to several requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, cessation of receipt of deposits from correspondent banks and/or restrictions on interest rates paid on deposits. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator. The FDIA also generally permits only “well capitalized” insured depository institutions to accept brokered deposits, although an “adequately capitalized” institution may apply to the FDIC for a waiver of this restriction.
Economic Growth, Regulatory Relief, and Consumer Protection Act and Stress Testing
In May 2018, the enactment of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) amended certain provisions in the Dodd-Frank Act and other statutes administered by the Federal Reserve and other federal banking agencies. The EGRRCPA lifted the asset size threshold for many of the Dodd-Frank Act enhanced prudential standards that had previously applied to banks and bank holding companies with total consolidated assets between $50 billion and $100 billion, except for the requirement to maintain a risk committee. The EGRRCPA also raised the asset size threshold for required company-run stress testing at banks and bank holding companies from $10 billion to $250 billion. Additionally, based on authority provided in the EGRRCPA, the Federal Reserve raised the asset size threshold for required supervisory stress testing at bank holding companies from $50 billion to $100 billion. Although the Company and the Bank are not required to conduct company-run or supervisory stress tests, we continue to conduct annual capital and quarterly liquidity stress tests.
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Consumer Financial Protection Bureau Supervision
The Dodd-Frank Act established the CFPB, which has the authority to implement, examine and enforce compliance with federal consumer financial laws that apply to banking institutions with total consolidated assets exceeding $10 billion (such as the Bank) and their affiliates. The CFPB focuses its supervisory, examination, and enforcement efforts on, among other things:
•risks to consumers and compliance with federal consumer financial laws when evaluating the policies and practices of a financial institution;
•unfair, deceptive, or abusive acts or practices;
•rulemaking to implement various federal consumer statutes such as the Home Mortgage Disclosure Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Electronic Fund Transfer Act, Equal Credit Opportunity Act, Fair Credit Billing Act, and the Consumer Financial Protection Act; and
•the markets in which firms operate and risks to consumers posed by activities in those markets.
The statutes and regulations that the CFPB enforces mandate certain disclosure and other requirements, and regulate the manner in which financial institutions must deal with consumers when taking deposits, making loans, collecting payments on loans, and providing other services. The CFPB’s rulemaking, examination and enforcement authority has affected and will continue to impact financial institutions that provide consumer financial products and services, including the Company and the Bank. These regulatory activities may limit the types of financial services and products the Company may offer. Failure to comply with federal and state laws prohibiting unfair, abusive, or fraudulent business practices, untrue or misleading advertising and unfair competition, can subject the Bank to various penalties, including, but not limited to, enforcement actions, injunctions, fines or criminal penalties, punitive damages, restitution to consumers, and the loss of certain contractual rights or business opportunities and may also result in significant reputational harm.
Federal Home Loan Bank and the Federal Reserve’s Reserve Requirements
The Bank is a member of the Federal Home Loan Bank (“FHLB”) of San Francisco. As an FHLB member, the Bank is required to own a certain amount of capital stock in the FHLB. The Bank may also access the FHLB for both short-term and long-term secured credit.
The Federal Reserve requires all depository institutions to maintain reserves at specified levels against their transaction accounts either in the form of vault cash or an interest-bearing account at the Federal Reserve Bank, or a pass-through account as defined by the Federal Reserve. Effective March 26, 2020, the Federal Reserve reduced reserve requirement ratios to zero percent, eliminating the reserve requirement for all depository institutions, an action that provides liquidity in the banking system to support lending to households and businesses. The Bank is a member bank and stockholder of the Federal Reserve Bank of San Francisco (“FRBSF”).
Dividends and Other Transfers of Funds
The principal source of liquidity of East West is dividends received from the Bank. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends. In addition, the banking agencies may prohibit or limit the Bank from paying dividends, depending upon the Bank’s financial condition, if such payment is deemed to constitute an unsafe or unsound practice. Furthermore, under the federal PCA regime, the Federal Reserve or FDIC may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “significantly undercapitalized” or, in some circumstances, “undercapitalized.” It is the Federal Reserve’s policy that a bank holding company should generally pay dividends on common stock only if the company’s net income available to common stockholders over the past four quarters, net of distributions, would be sufficient to fully fund the dividends, and if the prospective rate of earnings retention appears consistent with the company’s capital needs, asset quality and overall financial condition. It is also the Federal Reserve’s policy that a bank holding company should not maintain dividend levels that undermine the company’s ability to be a financial source of strength to its banking subsidiaries. The Federal Reserve requires bank holding companies to continuously review their dividend policy in light of their organizations’ financial condition and compliance with regulatory capital requirements, and has discouraged payment ratios that are at maximum allowable levels, unless both asset quality and capital are strong.
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Transactions with Affiliates and Insiders
Pursuant to Sections 23A and 23B of the Federal Reserve Act, as implemented by the Federal Reserve’s Regulation W, banks are subject to restrictions that limit their ability to engage in transactions with their affiliates, including their parent bank holding companies. Regulation W limits the types, terms and amounts of these transactions and generally requires the transactions to be on an arm’s-length basis. In general, Regulation W requires that “covered transactions,” which include a bank’s extension of credit to or purchase of assets from an affiliate, be limited to 10% of the bank’s capital and surplus with respect to any one affiliate, and 20% of the bank’s capital and surplus with respect to the aggregate of all covered transactions with all affiliates. In addition, a bank generally may not extend credit to an affiliate unless the extension of credit is secured by specified amounts of collateral. The Dodd-Frank Act expanded the coverage and scope of the limitations on affiliate transactions, including by treating derivative transactions resulting in a bank’s credit exposure to an affiliate as covered transactions. In addition, the Volcker Rule under the Dodd-Frank Act establishes certain prohibitions, restrictions and requirements (known as “Super 23A” and “Super 23B”) on transactions between a covered fund and a banking entity that serves as an investment manager, investment adviser, organizer and offeror, or sponsor with respect to that covered fund, regardless of whether the banking entity has an ownership interest in the fund.
Federal law also limits a bank’s authority to extend credit to its directors, executive officers and principal stockholders, as well as to entities controlled by such persons (collectively, “insiders”). Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. The terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital.
Community Reinvestment Act
Under the CRA, an insured depository institution has a continuing and affirmative obligation to help serve the credit needs of its communities, including low- and moderate-income borrowers and neighborhoods. The Federal Reserve periodically evaluates a state member bank’s performance under applicable performance criteria and assign a rating of “outstanding,” “satisfactory,” “needs to improve” or “substantial noncompliance.” The Federal Reserve takes this performance into account when reviewing applications by banks and their parent companies to expand branches, relocate, add subsidiaries and affiliates, expand into new financial activities and merge with or acquire other financial institutions. Unsatisfactory CRA performance may result in the denial of such applications. Based on the most recent CRA examination as of March 8, 2021, the Bank was rated “outstanding”. On May 5, 2022, the federal banking agencies issued a joint Notice of Proposed Rulemaking that requested comment on substantial revisions to the methods used to evaluate an insured institution’s record of satisfying the credit needs of its entire communities, including low- and moderate-income individuals and neighborhoods, under the CRA. The changes that the agencies have proposed could make it more challenging and costly for the Bank and other insured depository institutions to receive an “outstanding” or “satisfactory” rating, but the impact on the Company will ultimately depend on whether and how such changes are implemented and applied.
FDIC Deposit Insurance Assessments
The FDIC insures the Bank’s customer deposits through the DIF up to $250,000 for each depositor, per FDIC-insured bank, for each account ownership category. The DIF is funded mainly through quarterly insurance assessments on insured banks based on their assessment base. The Dodd-Frank Act revised the FDIC’s fund management authority by establishing a minimum Designated Reserve Ratio of 1.35 percent of total estimated insured deposits and redefining the assessment base to be calculated as average consolidated total assets minus average tangible equity. The Bank’s DIF quarterly assessment is calculated by multiplying its assessment base by the applicable assessment rate. The assessment rate is calculated based on an institution’s risk profile, including capital adequacy, asset quality, management, earnings, liquidity and sensitivity to market risk ratings, certain financial measures to assess an institution’s ability to withstand asset related stress and funding related stress, and a measure of loss severity that estimates the relative magnitude of potential losses to the FDIC in the event of the Bank’s failure.
Following the outbreak of the COVID-19 pandemic, extraordinary growth in insured deposits caused the DIF reserve ratio to fall below the statutory minimum of 1.35 percent. This growth was primarily due to U.S. monetary policy action, direct government assistance to consumers and businesses, and an overall reduction in spending. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35 percent by September 30, 2028.
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In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rate schedules uniformly for insured depository institutions by two basis points (“bps”), beginning in the first quarterly assessment period of 2023. The new assessment rate schedules will remain in effect unless and until the reserve ratio meets or exceeds two percent. As a result of the adoption of the assessment rate schedules, the FDIC insurance costs of the Bank will likely increase but not have a material impact on its consolidated financial statements.
The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound, that the institution has engaged in unsafe or unsound practices, or that the institution has violated any applicable rule, regulation, condition, or order imposed by the FDIC.
Bank Secrecy Act and Anti-Money Laundering
The Bank Secrecy Act (“BSA”), USA PATRIOT Act of 2001 (“PATRIOT Act”), and other federal laws and regulations impose obligations on U.S. financial institutions to implement and maintain appropriate policies, procedures and controls, which are reasonably designed to prevent, detect and report instances of money laundering, the financing of terrorism and to comply with recordkeeping and reporting requirements. Regulatory agencies require that the Bank have an effective governance structure for the program that includes effective oversight by our Board of Directors and management. We regularly evaluate and continue to enhance our systems and procedures to comply with the BSA, the PATRIOT Act and other anti-money laundering (“AML”) initiatives. Failure of a financial institution to maintain and implement adequate BSA/AML programs, or to comply with all applicable laws or regulations, could have serious legal, compliance, financial and reputational consequences for the institution.
The Anti-Money Laundering Act of 2020 (“AML Act”) was enacted in January 2021 and includes the most substantial changes to U.S. AML law since the PATRIOT Act. Among other changes, the AML Act imposes new beneficial ownership reporting requirements for certain entities doing business in the U.S.; requires the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”) to establish government-wide priorities for AML and countering the financing of terrorism; increases AML whistleblower awards and expands whistleblower protections; modernizes the statutory definition of “financial institution” to include “value that substitutes for currency” enhances penalties for BSA and AML violations; streamlines and modernizes BSA and AML requirements; and improves coordination and cooperation among international, federal, state, and tribal AML law enforcement agencies. The Bank regularly evaluates and seeks to continue to enhance its systems and procedures as needed to ensure compliance with BSA/AML laws and regulations.
Office of Foreign Assets Control Regulation
The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S. financial institutions do not engage in transactions with certain prohibited parties, as defined by various executive orders and Acts of Congress. Federal banking regulators also examine banks for compliance with regulations administered by the OFAC for economic sanctions against designated foreign countries, designated nationals, and others. OFAC publishes lists of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. Generally, if a bank identifies a transaction or account relating to a person or entity on an OFAC list, it must freeze the account or block the transaction, file a suspicious activity report and notify the appropriate authorities. Failure to comply with these sanctions could have serious legal, strategic, and reputational consequences, and result in civil monetary penalties on the Company and the Bank.
Privacy and Cybersecurity
Federal statutes and regulations require banking organizations to take certain actions to protect nonpublic consumer financial information. The Bank has a privacy policy that it must disclose to consumers annually. In some cases, the Bank must obtain a consumer’s consent before sharing information with an unaffiliated third party, and the Bank must allow a consumer to opt out of the Bank’s sharing of information with its affiliates for marketing and certain other purposes. These additional conditions affect the Bank’s information exchanges with credit reporting agencies. The Bank’s privacy practices and the effectiveness of its systems to protect consumer privacy are subjects covered in the Federal Reserve’s periodic compliance examinations.
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The Federal Reserve pays close attention to the cybersecurity practices of state member banks and their holding companies and affiliates. The interagency council of the federal banking agencies, the Federal Financial Institutions Examination Council (“FFIEC”), has issued several policy statements and other guidance for banks in light of the growing risk posed by cybersecurity threats. The FFIEC has recently focused on such matters as compromised customer credentials, cyber resilience and business continuity planning. Examinations by the banking agencies now include review of an institution’s information technology and its ability to thwart or mitigate cyber-attacks. The federal banking agencies require banking organizations to notify their primary federal regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred.
Consumer data privacy and data protection are also the subject of state laws. For example, the Bank is subject to the California Consumer Privacy Act (“CCPA”). This statute grants consumers several rights, including the right to request disclosure of information collected about them and whether that information has been sold or shared with others, the right to request correction of information, the right to request deletion of personal information (subject to certain exceptions), and the right to opt out of the sale of their personal information. However, a consumer does not have these rights with respect to information that is collected, processed, sold, or disclosed pursuant to the GLBA or the California Financial Information Privacy Act. The CCPA was amended in November 2020, when California voters passed Proposition 24, the California Privacy Rights Act (“CPRA”). The CPRA, which amends existing CCPA requirements effective January 1, 2023, with a one-year look back period, includes limitations on the sharing of personal information for cross-context behavioral advertising and the use of “sensitive” personal information, creates a new correction right, and establishes a new agency to enforce California privacy law. The California Attorney General has adopted regulations to implement the CCPA and has drafted regulations to implement the CPRA.
There has also been significant development of new privacy laws and regulations in China. For example, the Standing Committee of China’s National People’s Congress passed the Personal Information Protection Law (“PIPL”), effective November 1, 2021. The PIPL establishes guiding principles on protection of a Chinese citizen’s personal information and applies to entities operating in China, foreign organizations, and individuals processing personal information outside China. Failure to comply with the PIPL requirements and other applicable international protection laws and regulations can result in monetary penalties, entities or individuals being placed on government’s banned list, or potential termination of future business activities in China, and potentially impact our Hong Kong and China operations.
Climate-Related Risk Management
In recent years, the federal banking agencies have increased their focus on climate-related risks affecting the operations of banks, the communities they serve and the broader financial system. The agencies have begun to enhance their supervisory expectations regarding banks’ climate risk management practices, including by proposing guidance that would encourage banking organizations to, among other things: evaluate the potential impact of climate-related risks on the bank’s financial condition, operations and business objectives as part of its strategic planning process; account for the effects of climate change in stress testing scenarios and systemic risk assessments; revise expectations for credit portfolio concentrations based on climate-related factors; and prepare for the transition risks to the bank associated with the adjustment to a low-carbon economy and related changes in laws, regulations, governmental policies, technology, and consumer behavior and expectations. While the agencies’ efforts to-date have focused on banking organizations with $100 billion or more in total assets, their supervisory expectations on climate risk management practices ultimately may apply to smaller banking organizations such as the Bank.
In addition, states, such as California, are considering taking similar actions on climate-related financial risks. To the extent that federal and state regulators adopt climate-related supervisory expectations and requirements that apply to East West and the Bank, we may be required to incur compliance, operating, maintenance and remediation costs to conform to such expectations and requirements.
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Future Legislation, Regulation and Supervision Activities
New statutes, regulations and policies that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions and public companies operating in the U.S. are regularly adopted. For example, the Inflation Reduction Act of 2022 (“IRA”) enacted in August 2022, contains certain tax measures, including a corporate alternative minimum tax on large U.S. corporations, an excise tax on corporate stock buy-backs, and certain clean-energy tax provisions, which may apply to the Company. Changes to applicable statutes, regulations, and policies may change the Company’s operating environment in substantial and unpredictable ways, increase the Company’s cost of conducting business, impede the efficiency of internal business processes, subject the Company to increased supervision activities and disclosure and reporting requirements, and restrict or expand the activities in which the Company may engage. Accordingly, such changes may have a significant influence on our operations and activities, financial condition, results of operations, growth plans or future prospects, and the overall growth and distribution of loans, investments and deposits. We cannot predict whether or in what form any statute, regulation or policy will be proposed or adopted or the extent to which our business may be affected by any new statute, regulation or policy.
Available Information
The Company’s website is www.eastwestbank.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statements, Current Reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other filings with the SEC are available free of charge at http://investor.eastwestbank.com under the heading “SEC Filings,” as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. These reports are also available on the SEC’s website at www.sec.gov. In addition, the Company’s Code of Conduct, Corporate Governance Guidelines, charters of the Audit Committee, Compensation Committee, Executive Committee, Risk Oversight Committee and Nominating/Corporate Governance Committee, and other corporate governance materials are available on the Investor Relations section of the Company’s website. The information contained on the Company’s website as referenced in this report is not part of this report.
Stockholders may also request a copy free of charge of any of the above-referenced reports and corporate governance documents by writing to: Investor Relations, East West Bancorp, Inc., 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101; by calling (626) 768-6000; or by sending an e-mail to InvestorRelations@eastwestbank.com.
ITEM 1A. RISK FACTORS
We are exposed to a variety of risks, some of which are inherent to the financial services industry and others of which are more specific to our business. Our enterprise risk management (“ERM”) program incorporates risk management throughout the organization in identifying, managing, monitoring, and reporting risks. Our ERM program identifies the major risk categories in our business as: capital; market; liquidity; credit; operational; compliance; legal; strategic; and reputational.
The discussion below addresses material factors, of which we are currently aware, that could have a material adverse effect on our business, results of operations, and financial condition. These risk factors and other forward-looking statements included in this Form 10-K relate to future events, expectations, trends, and operating periods, and involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties should not be considered a complete discussion of all the risks and uncertainties that we might face, but are intended to highlight risks that we believe are important factors to consider when evaluating our business and an investment in our securities. Although these risks are organized by headings and each risk is discussed separately, many are interrelated. In addition, there may be additional risks and uncertainties that adversely affect our business, results of operations, and financial condition that are not presently known, that are not currently believed to be significant, or that are common to all businesses.
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Risks Related to Geopolitical Uncertainties
Unfavorable general economic, market, political or industry conditions, either domestically or internationally, may adversely affect our business, results of operations, and financial condition.
Our business and results of operations are affected by the financial markets and general economic conditions globally, particularly in the U.S. and Asia, including factors such as the level and volatility of short- and long-term interest rates, inflation, deflation, home prices, collateral asset prices, unemployment and under-employment levels, market or supply chain disruption, labor shortages, bankruptcies, household income, consumer behavior, fluctuations in both debt and equity capital markets and currencies, liquidity of the global financial markets, the availability and cost of capital and credit, government spending and the federal debt ceiling, investor sentiment and confidence in the financial markets, and sustainability of economic growth in the U.S. and Asia. The deterioration of any of these conditions could adversely affect our consumer and commercial business, securities and derivatives portfolios, the level of charge-offs and provision for credit losses, the carrying value of deferred tax assets, capital levels, liquidity, and results of operations. In addition, because our operations and the collateral securing our real estate lending portfolio are primarily concentrated in California, we may be particularly susceptible to adverse economic conditions in California. Any unfavorable economic, market, political, or industry conditions in California and other regions where we operate could lead to the following outcomes, among others:
•greater than expected losses in our credit exposure due to unforeseen economic conditions, which may, in turn, adversely impact our results of operations and financial condition;
•failure of our borrowers to make timely repayments of their loans, or a decrease in the value of real estate collateral securing the payment of such loans, which could result in credit losses, delinquencies, foreclosures and customer bankruptcies, and in turn have a material adverse effect on our results of operations and financial condition;
•a decrease in deposit balances and in the demand for loans and other products and services;
•disruptions in the capital markets or other events, including adverse actions by rating agencies and deteriorating investor expectations, which may result in an inability to borrow on favorable terms or at all from other financial institutions;
•an adverse effect on the value of the debt securities portfolio as a result of debt defaults; and
•a loss of confidence in the financial services industry, our market sector and the equity markets by investors, placing pressure on our stock price.
Changes in the economic and political relations between the U.S. and China, including trade policies and the imposition of tariffs and retaliatory tariffs, may adversely impact our business, results of operations, and financial condition.
Economic trade and political tensions, including tariffs and other punitive trade policies and disputes, between the U.S. and China pose a risk to our business and customers. The imposition of tariffs, retaliatory tariffs, or other trade restrictions on products and materials that our customers import or export could cause the prices of their products to increase, possibly reduce demand, and hence may negatively impact our customers’ margins and their ability to service debt. We may also experience a decrease in the demand for loans and other financial products or experience a deterioration in the credit quality of the loans extended to the customer in industry sectors that are most sensitive to the tariffs.
We face risks associated with international operations.
A substantial number of our customers have economic and cultural ties to Asia. The Bank’s international presence includes four full-service branches in Hong Kong and China and five representative offices in China and Singapore. Our presence in Asia carries certain risks, including risks arising from the uncertainty regarding our ability to generate revenues from foreign operations, risks associated with leveraging and conducting business on an international basis, including among others, legal, regulatory, and tax requirements and restrictions, cross-border trade restrictions or tariffs, uncertainties regarding liability, trade barriers, difficulties in staffing and managing foreign operations, political and economic risks, financial risks including currency and payment risks. Further, volatility in the Shanghai and Hong Kong stock exchanges and/or a potential fall in real estate prices in China, among other things, may negatively impact asset values and the profitability and liquidity of our customers operating in this region. These risks could adversely affect the success of our international operations and could have a material adverse effect on our overall business, results of operations, and financial condition. In addition, we face risks that our employees and affiliates may fail to comply with applicable laws and regulations governing our international operations, including the U.S. Foreign Corrupt Practices Act, anti-corruption laws, and other U.S. and foreign laws and regulations. Failure to comply with such laws and regulations could, among other things, result in enforcement actions and fines against us, as well as limitations on our conduct, any of which could have a material adverse effect on our business, results of operations and financial condition.
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Natural disasters and geopolitical events beyond our control could adversely affect our business, results of operations, and financial condition.
Natural disasters such as wildfires, earthquakes, extreme weather conditions, hurricanes, floods, droughts, widespread health emergencies or pandemics, and other acts of nature and geopolitical events involving political unrest, terrorism, or military conflicts could adversely affect our business operations and those of our customers and cause substantial damage and loss to real and personal property. Natural disasters and geopolitical events could impair borrowers’ ability to service their loans, decrease the level and duration of deposits by customers, erode the value of loan collateral, result in an increase in the amount of nonperforming assets, net charge-offs, and provision for credit losses, and otherwise cause a material adverse effect on our results of operations and financial condition.
Although the primary effects of the COVID-19 pandemic have subsided, our business may continue to experience materially adverse impacts as a result of macroeconomic challenges related to the pandemic, including supply-demand imbalances, volatile energy prices, tightening monetary policy and inflation. The extent of the continuing impact of COVID-19 and any future outbreaks or other public health crises on our business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict.
Additionally, Russia’s invasion of Ukraine has heightened geopolitical tensions, which continue to disrupt the global supply chain, and increase inflationary pressures. Instability in global economic conditions and geopolitical matters could have a material adverse effect on our results of operations and financial condition.
The effects of climate change could adversely impact our operations, business and customers.
The risks of climate change can be divided into physical and transition risks. The physical risks of climate change include discrete weather events, changing climate patterns and other disruptions caused by climate change affecting the regions, countries and locations in which we or our customers have operations or other interests. Climate change concerns could result in transition risk. Transition risks arise from the process of adjusting to a low-carbon economy, including changes in climate policy or in the regulation of financial institutions with respect to risks posed by climate change. Transition risks could also negatively affect our customers in certain industries, which may increase our credit risk and reduce the demand by these customers for our products and services. These climate-related physical and transition risks could have a direct financial impact on our business and operations. Material adverse impacts to our customers, including declines in asset values, reduced availability of insurance, significant interruptions to business operations, and negative consequences to business models and the need to make changes in responses to those consequences could also affect us. The risks of regulatory changes and compliance and disclosure requirements related to climate change may impose operational burdens and increased compliance costs, capital requirements, or the risk of litigation, which could adversely affect our business, results of operations and financial condition.
Risks Related to Financial Matters
A significant portion of our loan portfolio is secured by real estate and at a higher degree of risk from a downturn in real estate markets.
Since many of our loans are secured by real estate, a decline in the real estate markets could impact our business and financial condition. Real estate values and real estate markets are generally affected by changes in general economic conditions, fluctuations in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes, regulations and policies, and natural disasters, such as wildfires and earthquakes, which are particularly prevalent in California, where a significant portion of our real estate collateral is located. If real estate values decline, the value of real estate collateral securing our loans could be significantly reduced. Our ability to recover on defaulted loans by foreclosing and selling the real estate collateral would be further diminished, and we would be more likely to suffer losses on defaulted loans. Furthermore, commercial real estate (“CRE”) and multifamily residential loans typically involve larger balances to single borrowers or groups of related borrowers. Since payments on these loans are often dependent on the successful operation or management of the properties, as well as the business and financial condition of the borrowers, repayment of such loans may be subject to adverse conditions in the real estate market, adverse economic conditions, or changes in applicable government regulations. Borrowers’ inability to repay such loans may have an adverse effect on our business, results of operations and financial condition.
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Our business is subject to interest rate risk and variations in interest rates may have a material adverse effect on our financial performance.
Our financial results depend substantially on net interest income, which is the difference between the interest income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Interest-earning assets primarily include loans extended, securities held in our investment portfolio, and excess cash held to manage short-term liquidity. We fund our assets using deposits and borrowings. We offer interest-bearing deposit products, and a portion of our deposit balances are from noninterest-bearing products. We also enter into interest rate derivatives to manage interest rate risk exposure. The interest rates we receive on our interest-earning assets and pay on our interest-bearing liabilities could be affected by various factors, including macroeconomic challenges, Federal Reserve policies, market interest rate changes in response to inflation, competition, regulatory requirements and a change in our product mix. Changes in key variable market interest rates, such as the Federal Funds, National Prime, or Treasury rates generally impact our interest rate spread. Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities. Rising interest rates may cause our funding costs to increase at a faster pace than the yield we earn from our assets, ultimately causing our net interest margin to decrease. Higher interest rates may also result in lower loan production and increased charge-offs in certain segments of the loan portfolio. Declining interest rates could lead to higher loan refinancing activity, which, in turn, would increase the likelihood of prepayments of loans and mortgage related securities. Accordingly, changes in levels of interest rates could materially and adversely affect our net interest income, net interest margin, cost of deposits, loan origination volume, average loan portfolio balance, asset quality, liquidity, and overall profitability.
Inflation can have an adverse impact on our business and on our customers.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. In 2022, there was a pronounced rise in inflation. Russia’s invasion of Ukraine and the COVID-19 pandemic have led to continued global supply and demand imbalances for goods, creating upward pressure on inflation and leading the Federal Reserve to raise the target range for the federal funds rate to combat inflation. From March 2022 through December 2022, the Federal Reserve raised the target range for the federal funds rate on seven separate occasions and signaled that it anticipates additional increases in the target range will be appropriate to lower inflation. As inflation increases, the value of our investment securities, particularly those with longer maturities, decreases, although this effect is less pronounced for floating rate instruments. Moreover, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans. Further adverse changes in inflation and interest rates could negatively impact consumer and business confidence, and adversely affect the economy as well as our business, results of operations and financial condition.
Reforms to and uncertainty regarding LIBOR may adversely affect our business.
We continue to manage the transition from LIBOR to ARRs and reduce the volume of LIBOR-based products that we hold. We offer loans based on ARRs, including the Secured Overnight Financing Rate (“SOFR”) and the Bloomberg Short-Term Bank Yield Index, and ceased offering new loans or loan renewals based on LIBOR on January 1, 2022. We continue to actively engage with customers to modify remaining LIBOR-based product contracts and transition to a benchmark replacement prior to June 30, 2023. For additional information on the discontinuation of LIBOR, refer to Item 7. MD&A — Overview.
The transition from LIBOR to a new benchmark rate could result in increased operational, legal, regulatory and reputational risk. ARRs, including forms of SOFR, are relatively new and will require appropriate adjustments to systems, processes, pricing and hedging determination, legal contracts, and employee and customer education. Inadequate program oversight and investment in these areas can result in adverse performance of existing and future financial contracts and result in reduced revenue and increased operational and funding costs.
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Although existing LIBOR loan contracts may include “fallback language” that addresses what would happen if LIBOR were discontinued, customers may challenge the interpretation of the language. If unresolved, legacy LIBOR loan contracts could lead to legal action between the parties which could cause negative impacts to our revenue and reputation and increase regulatory scrutiny. Transitioned LIBOR loan contracts may result in higher or lower interest payments throughout the life of each contract as compared to under LIBOR even if transitioned under industry and federal legislative guidelines which aim for minimal economic effect on the parties. In addition, the transition from LIBOR to an ARR could adversely impact other floating-rate obligations including derivatives, debt securities, assets purchased under resale agreements (“resale agreements”), junior subordinated debt and assets sold under repurchase agreements (“repurchase agreements”) that were indexed to LIBOR, ultimately leading to an adverse effect on our business, results of operations and financial condition. We continue to monitor the risks and impacts of this transition.
The monetary policies of the federal government and its agencies could have a material adverse effect on our earnings.
The Federal Reserve Board regulates the supply of money and credit in the U.S. Its policies determine in large part the cost of funds for lending and investing and affect the return earned on those loans and investments, both of which in turn affect our net interest margin. They can also materially decrease the value of financial assets we hold. Federal Reserve policies may also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans, or could adversely create asset bubbles resulting from prolonged periods of accommodative policy. This, in turn, may result in volatile markets and rapidly declining collateral values. Changes in Federal Reserve policies are beyond our control. Consequently, the impact of these changes on our business and results of operations is difficult to predict.
Further downgrades of the U.S. credit rating, potential automatic spending cuts or a government shutdown could negatively impact our business, results of operation and financial condition.
Over the past few years, U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit rating downgrades and economic slowdowns, or a recession in the U.S. Although U.S. lawmakers have passed legislation to raise the federal debt ceiling on prior occasions, there is risk that they may not be able to come to agreement again and ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the U.S. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. In addition, disagreement over the federal budget has caused and may cause again the U.S. federal government to essentially shut down for periods of time. Continued adverse political and economic conditions could have an adverse effect on our business, results of operation and financial condition.
We are subject to fluctuations in foreign currency exchange rates.
Our foreign currency translation exposure relates primarily to our China subsidiary that has its functional currency denominated in Chinese Renminbi (“RMB”). In addition, as we continue to expand our cross-border business, we have a higher volume of customer transactions in foreign currencies. Although we have entered into derivative instruments to offset some of the impact of foreign exchange fluctuations, given the volatility of exchange rates, there is no assurance that we will be able to effectively manage foreign currency translation risk. Fluctuations in foreign currency exchange rates could have a material unfavorable impact on our net income, therefore adversely affecting our business, results of operations, and financial condition.
Risks Related to Our Capital Resources and Liquidity
As a regulated entity, we are subject to capital requirements, and a failure to meet these standards could adversely affect our financial condition.
We and the Bank are subject to certain capital and liquidity rules, including the Basel III Capital Rules, which establish the minimum capital adequacy requirements and may require us to increase our regulatory capital or liquidity targets, increase regulatory capital ratios, or change how we calculate regulatory capital. We may be required to increase our capital levels, even in the absence of actual adverse economic conditions or forecasts, and enhance capital planning based on hypothetical future adverse economic scenarios. As of December 31, 2022, we met the requirements of the Basel III Capital Rules, including the capital conservation buffer. Compliance with capital requirements may limit capital-intensive operations and increase operational costs, and we may be limited or prohibited from distributing dividends or repurchasing our stock. This could adversely affect our ability to expand or maintain present business levels, which may adversely affect our business, results of operations and financial condition. Additional information on the regulatory capital requirements applicable to us and the Bank is set forth in Item 1. Business — Supervision and Regulation — Regulatory Capital Requirements in this Form 10-K.
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Our dependence on dividends from the Bank could affect our liquidity and ability to pay dividends.
East West is dependent on the Bank for dividends, distributions, and other payments. Our principal source of cash flows, including cash flows to pay dividends to our stockholders and principal and interest on our outstanding debt, is dividends received from the Bank. The Bank’s ability to pay dividends to East West is limited by federal and California law. Subject to the Bank meeting or exceeding regulatory capital requirements, regulatory approval is required under federal law if the total of all dividends declared by the Bank in any calendar year would exceed the sum of the Bank’s net income for that year and its retained earnings for the preceding two years.
Federal law also prohibits the Bank from paying dividends that would be greater than its undivided profits, unless the Bank has received prior approval of the Federal Reserve and of at least two-thirds of the stockholders of each class of stock. California law imposes its own limitations on capital distributions by California-charted banks that could require the Bank to obtain the approval of the DFPI prior to making a distribution to East West. In addition, Federal Reserve guidance sets forth the supervisory expectation that bank holding companies will inform and consult with the Federal Reserve in advance of issuing a dividend that exceeds earnings for the quarter and should not pay dividends in a rolling four quarter period in an amount that exceeds net income, net of distributions, for the period. Further description of regulatory requirements applicable to dividends by us and the Bank is set forth in Item 1. Business — Supervision and Regulation — Dividends and Other Transfers of Funds in this Form 10-K.
We are subject to liquidity risk, which could negatively affect our funding levels.
Market conditions or other events could negatively affect the level of or cost of funding, which in turn could affect our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, or fund asset growth and new business initiatives at a reasonable cost, in a timely manner and without adverse consequences. Although we have implemented strategies to maintain sufficient and diverse sources of funding to accommodate planned, as well as unanticipated changes in assets, liabilities, and off-balance sheet commitments under various economic conditions, a substantial, unexpected or prolonged change in the level or cost of liquidity could have a material adverse effect on our business, results of operations, and financial condition. If the cost effectiveness or the availability of supply in the credit markets is reduced for a prolonged period of time, our funding needs may require us to access funding and manage liquidity by other means. These alternatives may include generating client deposits, securitizing or selling loans, and further managing loan growth and investment opportunities. These alternative means of funding may not be available under stressed market conditions or realized in a timely fashion.
Any downgrades in our credit ratings could have a material adverse effect on our liquidity, cost of funding, cash flows, results of operations and financial condition.
Credit rating agencies evaluate us regularly, and their ratings are based on a number of factors, including our financial strength, capital adequacy, liquidity, asset quality and ability to generate earnings. Some of these factors are not entirely within our control, including conditions affecting the financial services industry as a whole. Severe downgrades in credit ratings could impact our business and reduce our profitability in different ways, including a reduction in our access to capital markets, triggering additional collateral or funding obligations which could negatively affect our liquidity. In addition, our counterparties, as well as our clients, rely on our financial strength and stability and evaluate the risks of doing business with us, on a regular basis. If we experience a decline in our credit ratings, this could result in a decrease in the number of counterparties and clients who may be willing to transact with us. Our borrowing costs may also be affected by various external factors, including market volatility and concerns or perceptions about the financial services industry. There can be no assurance that we can maintain our credit ratings nor that they will not be changed in the future.
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Risks Related to Credit Matters
Our allowance for credit losses level may not be adequate to cover actual losses.
In accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”), we establish an allowance for credit losses, which includes the allowance for loan losses and the reserve for unfunded credit commitments. Our allowance for loan losses is based on our evaluation of risks associated with our loans held-for-investment portfolio, including historical loss experience, current borrower characteristics, current economic conditions, reasonable and supportable forecasts of future economic conditions, delinquencies, performing status, the size and composition of the loan portfolio, and concentrations within the portfolio. The allowance estimation process requires subjective and complex judgments, including analysis of economic conditions and how these economic conditions might impair the ability of our borrowers to repay their loans. Current economic conditions in the U.S. and in the international markets could further deteriorate, which could result in, among other things, greater than expected deterioration in credit quality of our loan portfolio or in the value of collateral securing these loans. Our allowance for credit losses may not be adequate to absorb actual credit losses, and future provisions for credit losses could materially and adversely affect our operating results. The amount of future losses is influenced by changes in economic, operating and other conditions, including changes in interest rates that may be beyond our control, and such losses may exceed current estimates.
Additionally, in order to maximize the collection of loan balances, we sometimes modify loan terms. If such modifications ultimately are less effective at mitigating loan losses than we expect, we may incur losses in excess of the specific amount of allowance for loan losses associated with a modified loan, which would result in additional provision for loan losses. In addition, we establish a reserve for losses associated with our unfunded credit commitments. The level of the allowance for unfunded credit commitments is determined by following a methodology similar to that used to establish our allowance for loan losses in our loans held-for-investment portfolio. There can be no assurance that our allowance for unfunded credit commitments will be adequate to provide for the actual losses associated with our unfunded credit commitments. An increase in the allowance for unfunded credit commitments in any period may result in a charge to earnings and could have a material adverse effect on our business, results of operations, and financial condition.
We may be subject to increased credit risk and higher credit losses to the extent our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral.
Our credit risk and credit losses can increase if our loans are concentrated in borrowers engaged in the same or similar activities, industries, or geographies or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions, which could result in materially higher credit losses. For example, the Bank has a concentration of real estate loans in California. Potential deterioration in the California commercial or residential real estate markets or economic conditions could result in additional loan charge-offs and provision for loan losses, which could have a material adverse effect on our business, results of operations, and financial condition. If any industry or market sector were to experience economic difficulties, loan collectability from customers operating in those industries or sectors may deteriorate, which could have a material adverse impact on our business, results of operations, and financial condition.
Risks Related to Our Operations
A failure in or breach of our operational or security systems or infrastructure, or those of third-party vendors, could disrupt our business, and adversely impact our results of operations, financial condition, cash flows, and liquidity, as well as damage our reputation.
We face risks of loss resulting from, but not limited to, errors relating to transaction processing and technology, breaches of the internal control system and compliance requirement, the risk of fraud by employees or third parties, the execution of unauthorized transactions by employees, business continuation, and disaster recovery. In the event of such operational failures, we could suffer financial loss, face regulatory action, and suffer damage to our reputation.
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The potential for operational loss exposure exists throughout our organization and among our interactions with third parties. Our operational, security systems, and infrastructure, as well as those of third-party vendors, are integral to our performance. We have taken measures to implement backup systems and safeguards to support our operations, but our ability to conduct business may be adversely affected by any significant disruptions to us or our vendors. Our operating or security systems and infrastructure may fail to operate properly or may become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control which could adversely affect our ability to process transactions or provide certain services. These factors include, and are not limited to, electrical, telecommunications, or other major physical infrastructure outages, disease pandemics, natural disasters such as wildfires, earthquakes, tornadoes, hurricanes and floods, and events arising from local or larger scale political or social matters, including terrorist acts. Furthermore, we frequently update these systems to support our operations and growth, requiring significant costs and creating risks associated with implementing new systems and integrating them with existing ones.
Third parties that facilitate our business activities could also be sources of operational and security risks to us. Our ability to implement backup systems or other safeguards with respect to third-party systems is limited. Furthermore, an attack on or failure of a third-party system may not be revealed to us in a timely manner, which could compromise our ability to respond effectively. Some of these third parties may engage vendors of their own, which introduces the risk that these “fourth parties” could be the source of operational and security failures. In addition, if a third party or fourth party obtains access to the customer account data on our systems, and that party experiences a breach or misappropriates such data, we and our customers could suffer material harm, including heightened risk of fraudulent transactions, losses from fraudulent transactions, increased operational costs to remediate any security breach, and reputational harm.
Our business and many of our customers may have experienced, and may experience again in the future, losses incurred due to fraud or theft related to customers, employees, or third parties. These losses may be material and negatively affect our results of operations, financial condition, reputation or prospects. Increased use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and operations, coupled with the increased sophistication and activities of threat actors increases our security risks.
These operational risk exposures, if realized, could adversely impact our results of operations, financial condition, cash flows, and liquidity, and may result in loss of confidence, significant litigation exposure and harm to our reputation. These risks are expected to continue to increase as we expand our interconnectivity with our customers and other third parties.
A cyber-attack, information or security breach, or a technology failure of our systems or of a third party’s systems could adversely affect our ability to conduct business, manage our exposure to risk or expand our business, and could also result in the misuse of confidential information, increase our costs to maintain and update our operational and security systems and infrastructure, and adversely impact our results of operations, financial condition, cash flows and liquidity, as well as cause reputational harm.
Our business is highly dependent on the security and efficacy of our infrastructure, computer and data management systems, as well as those of third parties with which we interact. Cyber security risks, including ransomware and malware attacks, for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunication technologies to conduct financial transactions, the significant increased use of remote workstations by employees due to the COVID-19 pandemic, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, and other threat actors. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary, and other information in our computer email and data management systems and networks, including those of our third party vendors. Although we employ a combination of preventative and detective controls to safeguard against cyber-attacks and have not experienced any known cyber-attacks on our systems resulting in material system failures or breaches to date, we can provide no assurance that all of our security measures will be effective, especially since the industry has seen an increase in ransomware attacks, data breaches, social engineering, phishing attacks, and internet scams that have placed the Bank, employees, our customers, and third party vendors at heightened risk levels. These risks may increase in the future as we continue to increase our digital product offerings and expand our internal usage of cloud-based products and applications. In addition, our customers often use their own devices to make payments and manage their accounts, and are subject to cyber-attacks. We have limited ability to assure the safety and security of our customers’ transactions with us to the extent they are using their own devices.
Failure to mitigate breaches of security, or to comply with frequent imposition of increasingly demanding new and changing industry standards and regulatory requirements, could result in violation of applicable privacy laws, reputational damage, regulatory fines, litigation exposure, increased security compliance costs, adversely affect our ability to offer and grow the online services, and could have an adverse effect on our business, results of operations and financial condition.
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Failure to keep pace with technological change could adversely affect our business. We may face risks associated with the utilization of information technology systems to support our operations effectively.
The financial services industry is continuously undergoing rapid technological change with frequent introductions of new technology-driven products and services, including financial technology and non-banking entities. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological solutions. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our results of operations and financial condition. In addition, if we do not implement systems effectively or if our outsourcing business partners do not perform their functions properly, there could be an adverse effect on us. There can be no assurance that we will be able to effectively maintain or improve our systems and processes, or utilize outsourced talent, to meet our business needs successfully. Any such failure could adversely affect our business, results of operations, financial condition and reputation.
We could face material legal and reputational harm if we fail to safeguard personal information.
We are subject to complex and evolving laws and regulations, both inside and outside the U.S., governing the privacy and protection of personal information. Individuals whose personal information may be protected by law can include our customers (and in some cases our customers’ customers), prospective customers, job applicants, employees, and the employees of our suppliers, and third parties. Complying with laws and regulations applicable to our collection, use, transfer, and storage of personal information can increase operating costs, impact the development and marketing of new products or services, and reduce operational efficiency. Any mishandling or misuse of personal information by us or a third party affiliated with us could expose us to litigation or regulatory fines, penalties or other sanctions.
The actions and soundness of other financial institutions could affect us.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We execute transactions with various counterparties in the financial industry, including broker-dealers, commercial banks, and investment banks. Defaults by financial services institutions and uncertainty in the financial services industry in general could lead to market-wide liquidity problems and may expose us to credit risk. Further, our credit risk may increase when the underlying collateral held cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to us. Any such losses could materially and adversely affect our business, results of operations, and financial condition.
Our controls and procedures could fail or be circumvented.
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, but not absolute, assurances of the effectiveness of these systems and controls, and that the objectives of these controls have been met. Any failure or circumvention of our controls and procedures, and any failure to comply with regulations or supervisory expectations related to controls and procedures could adversely affect our business, results of operations, and financial condition.
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.
Competition for qualified personnel in the banking industry is intense and there are a limited number of qualified persons with knowledge of, and experience in, the regional banking industry, especially in the West Coast markets, and in international banking operations, especially in Asia. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends, to a significant degree, on our ability to attract and retain qualified management, loan origination, finance, administrative, marketing, and technical personnel, as well as the continued contributions of those individuals. In particular, our success has been and continues to be highly dependent upon the abilities of certain key executives. Accordingly, we believe that our future success is dependent upon the development and, when needed, implementation of adequate succession plans. Although both the Board of Directors and management monitor our succession planning for our senior management team, unexpected departures of key personnel or disruptions in future leadership transitions could negatively impact our business and prospects.
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We face strong competition in the financial services industry, and we could lose business or suffer margin declines as a result.
We operate in a highly competitive environment. Our competitors include, but are not limited to, commercial banks, savings and loan associations, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks, nonbank financial institutions, and other regional, national, and global financial institutions. Some of our major competitors include multinational financial service companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous locations and mount extensive promotional and advertising campaigns. Areas of competition include interest rates on loans and deposits, customer services, and range of price and quality of products and services, including new technology-driven products and services. Ongoing or increased competition may put pressure on the pricing for our products and services or may cause us to lose market share, particularly with respect to traditional banking products such as loans and deposits. Failure to attract and retain banking customers may adversely impact our loan and deposit growth and in turn, our revenues.
We have engaged in and may continue to engage in further expansion through acquisitions, which could cause disruption to our business and may dilute existing stockholders’ interests.
There are risks associated with expanding through acquisitions. These risks include, among others, incorrectly assessing the asset quality of a bank acquired in a particular transaction, incurring greater than anticipated costs in integrating acquired business, failing to retain customers or employees, and the inability to profitably deploy assets acquired or realize synergies from a transaction. Additional country or region-specific risks are associated with transactions outside the U.S., including in China. To the extent we issue capital stock in connection with additional transactions, these transactions and related stock issuances may have a dilutive effect on earnings per share and share ownership.
Our investments in certain tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on our results of operations.
We invest in certain tax-advantaged investments that support qualified affordable housing projects, community development, and renewable energy resources. Our investments in these projects are designed to generate a return in part through the realization of federal and state income tax credits, and other tax benefits, over specified time periods. We are subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level, may fail to meet certain government compliance requirements and may not be able to be realized. The risk of not being able to realize, or of subsequently incurring a recapture of, the tax credits and other tax benefits depends on various factors, some of which are outside of our control, including changes in the applicable tax code, as well as the continued economic viability of the project and project operator. The possible inability to realize these tax credits and other tax benefits would have a negative impact on our financial results.
Risks Related to Regulatory, Compliance and Legal Matters
Changes in regulation may require us to change our business practices, increase costs, limit our ability to make investments and generate revenue, or otherwise adversely affect business operations and/or competitiveness.
We are subject to extensive regulation under federal and state laws, as well as supervision and examination by the DFPI, FDIC, Federal Reserve, SEC, CFPB in the U.S. and foreign regulators and other government authorities. We are also subject to enforcement oversight by the U.S. Department of Justice and state attorneys general. In addition, we face certain legal, reputational, and financial risks as a result of serving customers in new or evolving industries that are subject to changing, and at times conflicting laws, such as digital currency and cannabis related businesses. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies could affect the manner in which we conduct business. Such changes could also subject us to additional costs and may limit the types of financial services and products we offer, and the investments we make.
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Given that banks operate in an extensively regulated environment under federal and state law, good standing with our regulators is of fundamental importance to the continuation and growth of our business. In the performance of their supervisory and enforcement duties, the U.S. federal and state regulators, and non-U.S. regulators, have significant discretion and power to initiate enforcement actions for violations of laws and regulations, and unsafe and unsound practices. Further, regulators and bank supervisors continue to exercise qualitative supervision of our industry and specific business operations and related matters. Violations of laws and regulations or deemed deficiencies in risk management or other qualitative practices also may be incorporated into our bank supervisory ratings. A downgrade in these ratings, or other enforcement actions or supervisory criticisms, could limit our ability to pursue acquisitions or conduct other expansionary activities and require new or additional regulatory approvals before engaging in certain other business activities, as well as result in civil monetary penalties, other sanctions, and damage to our reputation, all of which could adversely affect our business, financial condition, results of operations and future prospects.
Failure to comply with laws, regulations, or policies could result in civil or criminal sanctions by U.S. federal and state, and non-U.S. agencies, the loss of FDIC insurance, the revocation of our banking charter, civil or criminal monetary penalties, and/or reputational damage, which could have a material adverse impact on our business, results of operations, and financial condition. We continue to adjust our business and operations, capital, policies, procedures, and controls to comply with these laws and regulations, final rulemaking, and interpretations from the regulatory authorities. See Item 1. Business — Supervision and Regulation in this Form 10-K for more information about the regulations to which we are subject.
Changes to fiscal policies and tax legislation may adversely affect our business.
From time to time, the U.S. government may introduce new fiscal policies and tax laws or make substantial changes to existing tax legislation. These changes could have a material impact on our business and our customers’ business, results of operations, and financial condition. Our positions or our actions taken prior to such changes, may be compromised by such changes. In addition, our actions taken in response to, or in reliance upon, such changes in the tax laws may impact our tax position in a manner that may result in an adverse financial condition. We also provide for current and deferred taxes in our financial statements, based on our results of operations and financial condition. We may take tax return filing positions for which the final determination of tax is uncertain, and our income tax expense could be increased if a federal, state, or local authority were to assess additional taxes that have not been provided for in our consolidated financial statements. There can be no assurance that we will achieve our anticipated effective tax rate. The U.S. government could further introduce new tax legislation or amend current tax laws in a manner that would adversely affect us. In addition, the U.S. President’s proposed budget, negotiations with Congress over the details of the budget, and the terms of the approved budget could create uncertainty about the U.S. economy, ultimately having an adverse effect on our business, results of operations, and financial condition.
Complying with the Bank Secrecy Act and other anti-money laundering and sanctions statutes and regulations can increase our compliance costs and risks.
The BSA, the PATRIOT Act, and other laws and regulations require us and other financial institutions to institute and maintain an effective AML program and file suspicious activity reports and currency transaction reports when appropriate. We may provide banking services to customers considered to be higher risk customers, which subjects us to greater enforcement risk under the BSA and requires us to ensure our third-party vendors adhere to the BSA and related regulations. FinCEN may impose significant civil monetary penalties for violations of those requirements and has been engaging in coordinated enforcement efforts with the federal and state banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and the Internal Revenue Service.
We are also required to comply with the U.S. economic and trade sanctions administered by the OFAC regarding, among other things, the prohibition of transacting business with, and the need to freeze assets of, certain persons and organizations identified as a threat to the national security, foreign policy, or economy of the U.S. A violation of any AML or OFAC-related law or regulation could subject us to significant civil and criminal penalties as well as regulatory enforcement actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including any acquisition plans. Any of these violations could have a material adverse effect on our business, results of operations, financial condition, reputation, and future prospects.
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We are subject to significant financial and reputational risk arising from lawsuits and other legal proceedings.
We operate in a heavily regulated industry and face significant risk from lawsuits and claims brought by consumers, borrowers, and counterparties. These actions include claims for monetary damages, penalties, and fines, as well as demands for injunctive relief. If these lawsuits or claims, whether founded or unfounded, are not resolved in a favorable manner to us, they could lead to significant financial obligations for us, as well as restrictions or changes to how we conduct our business. Although we establish accruals for legal matters when and as required by U.S. GAAP and certain expenses and liabilities in connection with such matters may or may not be covered by insurance, the amount of loss ultimately incurred in relation to those matters may be substantially higher than the amounts accrued and/or insured. Substantial legal liability could adversely affect our business, results of operations, and financial condition. In addition, we may suffer significant reputational harm as a result of lawsuits and claims, adversely impacting our ability to attract and retain customers and investors. Moreover, it may be difficult to predict the outcome of certain legal proceedings, which may present additional uncertainty to our business prospects.
General Risk Factors
Changes in accounting standards or changes in how the accounting standards are interpreted or applied could materially impact our financial statements.
The preparation of our financial statements is based on accounting standards established by the FASB and the SEC. From time to time, these accounting standards may change, and such changes may have a material impact on our financial statements. In addition, the FASB, SEC, banking regulators, and our independent registered public accounting firm may amend or reverse their previous interpretations or positions on how various standards should be applied. These changes may be difficult to predict and could impact how we prepare and report our financial statements. In some cases, we could be required to adopt a new or revised standard retroactively, potentially resulting in restatements to a prior period’s financial statements.
Our consolidated financial statements are based in part on assumptions and estimates which, if incorrect, could cause unexpected losses in the future.
Pursuant to U.S. GAAP, we are required to use certain assumptions and estimates in preparing our financial statements, including in determining the allowance for credit loss, accrued liability for litigation, and the fair value of certain financial assets and liabilities, among other items. Our assumptions and estimates may be inaccurate or subjective, particularly in times of market stress or under unforeseen circumstances. Inaccurate assumptions or inadequate design of our forecasting models could result in incorrect or misleading information, and in turn could lead to inappropriate business decisions, such as an inadequate reserve for credit losses, and adversely impact our business, results of operations, and financial condition. Our significant accounting policies and use of estimates are fundamental to understanding our results of operations and financial condition. Some accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In addition, some significant accounting policies require significant judgments in applying complex accounting principles to individual transactions and determining the most appropriate treatment. We have procedures and processes in place to facilitate making these judgments. For a description of these policies, refer to Note 1 — Summary of Significant Accounting Policies to the consolidated financial statements and Item 7. MD&A – Critical Accounting Estimates in this Form 10-K.
Impairment of goodwill could result in a charge against earnings and thus a reduction in stockholders’ equity.
We test goodwill for impairment on an annual basis, or more frequently, if necessary. A significant decline in our expected future cash flows, a material change in interest rates, a significant adverse change in the business climate, slower growth rates, or a significant or sustained decline in the price of our common stock may necessitate taking future charges related to the impairment of goodwill. If we determine that a future write-down of goodwill is necessary, the amount of such impairment charge could be significant and could adversely affect earnings as well as capital.
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Anti-takeover provisions could negatively impact our stockholders.
Provisions of Delaware and California law and of our certificate of incorporation, as amended, and bylaws, as amended and restated, could make it more difficult for a third party to acquire control of us or could have the effect of discouraging a third party from attempting to acquire control of us. For example, our certificate of incorporation, as amended, requires the approval of the holders of at least two-thirds of the outstanding shares of voting stock to approve certain business combinations. We are also subject to Section 203 of the Delaware General Corporation Law, which would make it more difficult for another party to acquire us without the approval of the Board of Directors. Additionally, our certificate of incorporation, as amended, authorizes the Board of Directors to issue preferred stock which could be issued as a defensive measure in response to a takeover proposal.
Additionally, prior approval of the Federal Reserve and the DFPI is required for any person to acquire control of us, and control for these purposes may be presumed to exist when a person owns 10% or more of our outstanding common stock. Federal Reserve approval is also required for a bank holding company to acquire more than 5% of our outstanding common stock. These and other provisions could make it more difficult for a third party to acquire us, even if an acquisition might be in the best interest of the stockholders.
Managing reputational risk is important to attracting and maintaining customers, investors, and employees.
Threats to our reputation can come from many sources, including unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of our customers. We have policies and procedures, including our Code of Conduct, in place to govern the personal conduct, action and work relationship of our employees with customers, fellow employees, competitors, governmental officials, and suppliers under both official and unofficial situations, in which employees may reasonably be perceived by others as acting as representatives of us. In addition, employees who fail to comply with the Code of Conduct may be subject to disciplinary action, termination of employment, and/or prosecution. However, these policies and procedures may not be fully effective. Negative publicity regarding our business, employees or customers, with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental scrutiny.
Increasing scrutiny and evolving expectations relating to environmental, social and governance considerations may expose us to additional costs, reputational harm, and other adverse effects on our business.
Regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) practices relating to business, including climate change, human rights, health and safety, diversity, and labor conditions. Any failure to comply with regulatory requirements, or to meet evolving investor or stakeholder expectations and standards, could result in legal and regulatory proceedings and negatively impact our business, reputation, results of operations, financial conditions, and stock price. New government regulations could also cause new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosures.
The price of our common stock may be volatile or may decline.
The price of our common stock may fluctuate in response to various factors, some of which are outside our control. These factors include the risk factors discussed herein, as well as:
•actual or anticipated quarterly fluctuations in our results of operations and financial condition;
•changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts and rating agencies;
•speculation in the press or investment community;
•strategic actions by us or our competitors, such as acquisitions or restructurings;
•actions by institutional stockholders;
•addition or departure of key personnel;
•fluctuations in the stock price and operating results of our competitors;
•general market conditions and, in particular, market conditions in the financial services industry;
•proposed or adopted regulatory changes or developments;
•cyclical fluctuations;
•trading volume of our common stock; and
•anticipated or pending investigations, proceedings or litigation that involve or affect us.
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Industry factors, general economic and political conditions and events, such as cyber or terrorist attacks, economic downturn or recessions, interest rate changes, credit default trends, currency fluctuations, changes to fiscal, monetary or trade policies, or public health issues could also cause our stock price to decline regardless of our operating results. A significant decline in our stock price could result in substantial losses for stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
East West’s corporate headquarters is located at 135 North Los Robles Avenue, Pasadena, California, an eight-story office building that it owns. The Company operates in 20 owned and 92 leased locations in the U.S., as well as nine leased locations in China. In the U.S., the Bank’s corporate headquarters and main administrative offices are located in California, and its branches and offices are located in California, Texas, New York, Washington, Georgia, Massachusetts, Illinois, and Nevada. In China, East West’s presence includes full service branches in Hong Kong, Shanghai, Shantou and Shenzhen, and representative offices in Beijing, Chongqing, Guangzhou, and Xiamen. In January 2023, the Company opened a representative office in Singapore. All properties occupied by the Bank are used across all business segments and for corporate purposes.
The Company believes that its facilities are adequate and suitable for its business needs. It evaluates its current and projected space needs and may determine that certain premises or facilities are no longer necessary for its operations. The Company believes that, if necessary, it could secure alternative properties on similar terms without adversely affecting its operations.
ITEM 3. LEGAL PROCEEDINGS
See Note 12 — Commitments and Contingencies — Litigation to the Consolidated Financial Statements in this Form 10-K, which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information, Holders of Common Stock and Dividends
The Company’s common stock is traded on the Nasdaq Global Select Market under the symbol “EWBC”. As of January 31, 2023, the Company had 705 stockholders of record of the Company’s common stock, not including beneficial owners whose shares are held in record names of brokers or other nominees.
Holders of the Company’s common stock are entitled to receive cash dividends when declared by the Company’s Board of Directors out of legally available funds. The Board of Directors presently intends to continue the policy of paying quarterly cash dividends, however, there can be no assurance as to future dividends because they are dependent on the Company’s future earnings, capital requirements and financial condition.
Securities Authorized for Issuance under Equity Compensation Plans
For information regarding securities authorized for issuance under the Company’s equity compensation plans, see Note 13 — Stock Compensation Plans to the Consolidated Financial Statements and Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters presented elsewhere in this Form 10-K, which are incorporated herein by reference.
Five-Year Stock Performance
The following graph and table compare the Company’s cumulative total return on its common stock with the cumulative total return of the Standard & Poor’s (“S&P”) 500 Index, the KBW Nasdaq Bank Index (“BKX”), and the KBW Nasdaq Regional Banking Index (“KRX”) over the five-year period through December 31, 2022. The cumulative total shareholder return assumes the investment of $100 in the Company’s common stock and in each index on December 31, 2017 and the reinvestment of common stock dividends.
The S&P 500 Index is utilized as a benchmark against performance and is a commonly referenced U.S. equity benchmark consisting of leading companies from different economic sectors. The KRX seeks to reflect the performance of publicly traded U.S. companies that do business as regional banks or thrifts. The BKX is designed to track the performance of the leading banks and thrifts that are publicly-traded in the U.S., and comprises 24 banking stocks representing the largest U.S. national money centers, regional banks and thrift institutions. During the third quarter of 2022, Keefe, Bruyette and Woods, Inc. announced constituent changes within two of its indexes. East West Bancorp, Inc. was removed from the KRX and added to the BKX. For the transition year, the Company is presenting both the BKX and KRX index in the following graph and table.
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| December 31, | ||||||||||||||||||||||||||||||||||||||
| Index | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | ||||||||||||||||||||||||||||||||
| East West Bancorp, Inc. | $100.00 | $72.60 | $83.00 | $89.00 | $140.60 | $120.30 | ||||||||||||||||||||||||||||||||
| BKX | $100.00 | $82.30 | $112.00 | $100.50 | $139.00 | $109.20 | ||||||||||||||||||||||||||||||||
| KRX | $100.00 | $82.50 | $102.10 | $93.30 | $127.40 | $118.60 | ||||||||||||||||||||||||||||||||
| S&P 500 Index | $100.00 | $95.60 | $125.70 | $148.90 | $191.60 | $156.90 | ||||||||||||||||||||||||||||||||
The graph is not indicative of future stock price performance. The information set forth under the heading “Five-Year Stock Performance” shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such information to be treated as soliciting material or specifically to be incorporated by reference into a filing under the Securities Act or the Exchange Act.
Repurchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no repurchase activities during the fourth quarter of 2022. Refer to Item 7. MD&A — Balance Sheet Analysis — Capital and Item 8. Financial Statements — Note 14 — Stockholders’ Equity and Earnings Per Share for information regarding repurchases under the Company’s common share repurchase program.
ITEM 6. [RESERVED]
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EAST WEST BANCORP, INC.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
TABLE OF CONTENTS
| Page | |||||||||||
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Overview
The following discussion provides information about the results of operations, financial condition, liquidity and capital resources of the Company, and its subsidiaries, including its subsidiary bank, East West Bank. This information is intended to facilitate the understanding and assessment of significant changes and trends related to the Company’s results of operations and financial condition. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the accompanying notes presented elsewhere in this Form 10-K.
The Bank is an independent commercial bank headquartered in California that focuses on the financial service needs of individuals and businesses that operate in both the U.S. and Asia. Through over 120 locations in the U.S. and Asia, including the Singapore representative office, that was opened in January 2023, the Company provides a full range of consumer and commercial products and services through the following three business segments: (1) Consumer and Business Banking, and (2) Commercial Banking, with the remaining operations recorded in (3) Other. The Company’s principal activity is lending to and accepting deposits from businesses and individuals. As of December 31, 2022, the Company had $64.11 billion in assets and 3,155 full-time equivalent employees. For additional information on our strategy, and the products and services provided by the Bank, see Item 1. Business — Strategy and Banking Services in this Form 10-K.
Current Developments
Economic Developments
Heightened inflationary concerns continue to weigh on the economy. The Federal Reserve’s tight monetary policy has included multiple interest rate hikes to slow the pace of inflation, which boosted the value of the USD. Meanwhile, global supply chain disruptions persist due to a variety of factors, including Russia’s invasion of Ukraine and the lingering effects of the COVID-19 pandemic. The combination of higher interest rates, depressed global equity prices, elevated market volatility and a slowdown in global economies have led to concerns of a potential recession. The Company continues to closely monitor the economy and its effects on its business, customers, employees, communities and markets.
Further discussion of the potential impacts on the Company’s business due to interest rate hikes have been provided in Item 1A. — Risk Factors — Risks Related to Financial Matters in this Form 10-K.
LIBOR Transition
LIBOR was a widely referenced benchmark rate intended to reflect the rate at which banks could borrow wholesale funds from other banks on an unsecured and short-term basis. In March 2021, the United Kingdom’s Financial Conduct Authority and Intercontinental Exchange Benchmark Administration announced that the one-week and two-month USD LIBOR settings and non-USD LIBOR settings would cease to be published after December 31, 2021. The publication of the overnight, one-, three-, six- and 12-month USD LIBOR settings has been extended through June 30, 2023.
In March 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law. The LIBOR Act provides a uniform, nationwide solution for so-called tough legacy contracts that do not have clear and practicable provisions for replacing LIBOR after June 30, 2023. The LIBOR Act also establishes a litigation safe harbor for lenders that have the discretion to select a LIBOR replacement under certain situations, including the use of a Federal Reserve-selected replacement rate based on SOFR. On December 16, 2022, the Federal Reserve adopted a final rule that implements the LIBOR Act by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023.
The Company holds a significant volume of LIBOR-based products that are indexed to tenors that will cease to be published after June 30, 2023. The volume of these products continues to decrease as the Company works through the transition. A cross-functional team was created to manage this transition and communicate with both internal and external stakeholders. The Company developed and updated business and legal processes, contract language, and models, as well as invested in analytical tools and information and operational systems to facilitate the transition of legacy LIBOR products to ARRs.
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The Company offers loans based on ARRs, such as SOFR and the Bloomberg Short-Term Bank Yield Index. The Company ceased offering new loans or loan renewals based on LIBOR on January 1, 2022. The Company continues to engage with customers to proactively modify the remaining LIBOR-based product contracts and transition to a benchmark replacement prior to June 30, 2023. The Company will leverage relevant contractual and statutory solutions, if necessary, including the LIBOR Act and other relevant legislation, to transition any residual LIBOR-based product exposures maturing after June 2023 to appropriate benchmark replacements. The Company’s LIBOR transition is anticipated to continue through June 30, 2023.
The Company will continue to monitor the risks and impacts of this transition. For additional information related to the potential impact surrounding the transition from LIBOR on the Company’s business, see Item 1A. Risk Factors — Risks Related to Financial Matters in this Form 10-K.
Our MD&A analyzes the financial condition and results of operations of the Company for 2022 and 2021. Some tables include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. When reading the discussion in the MD&A, readers should also refer to the Consolidated Financial Statements and related notes in this Form 10-K. The page locations of specific sections that we refer to are presented in the table of contents. To review our financial condition and results of operations for 2021 and a comparison between 2021 and 2020 results, see Item 7. MD&A of our 2021 Form 10-K, which was filed with the SEC on February 28, 2022.
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Financial Review
| ($ and shares in thousands, except per share, and ratio data) | 2022 | 2021 | ||||||||||||
| Summary of operations: | ||||||||||||||
| Net interest income before provision for (reversal of) credit losses | $ | 2,045,881 | $ | 1,531,571 | ||||||||||
| Noninterest income | 298,666 | 285,895 | ||||||||||||
| Total revenue | 2,344,547 | 1,817,466 | ||||||||||||
| Provision for (reversal of) credit losses | 73,500 | (35,000) | ||||||||||||
| Noninterest expense | 859,393 | 796,089 | ||||||||||||
| Income before income taxes | 1,411,654 | 1,056,377 | ||||||||||||
| Income tax expense | 283,571 | 183,396 | ||||||||||||
| Net income | $ | 1,128,083 | $ | 872,981 | ||||||||||
| Per common share: | ||||||||||||||
| Basic earnings | $ | 7.98 | $ | 6.16 | ||||||||||
| Diluted earnings | $ | 7.92 | $ | 6.10 | ||||||||||
| Dividends declared | $ | 1.60 | $ | 1.32 | ||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||
| Basic | 141,326 | 141,826 | ||||||||||||
| Diluted | 142,492 | 143,140 | ||||||||||||
| Performance metrics: | ||||||||||||||
| Return on average assets (“ROA”) | 1.80 | % | 1.47 | % | ||||||||||
| Return on average equity (“ROE”) | 19.51 | % | 15.70 | % | ||||||||||
Tangible return on average tangible equity (1) | 21.29 | % | 17.24 | % | ||||||||||
| Common dividend payout ratio | 20.32 | % | 21.73 | % | ||||||||||
| Net interest margin | 3.45 | % | 2.72 | % | ||||||||||
Efficiency ratio (2) | 36.65 | % | 43.80 | % | ||||||||||
Adjusted efficiency ratio (1) | 31.74 | % | 36.91 | % | ||||||||||
| At year end: | ||||||||||||||
| Total assets | $ | 64,112,150 | $ | 60,870,701 | ||||||||||
| Total loans | $ | 48,228,074 | $ | 41,694,416 | ||||||||||
| Total deposits | $ | 55,967,849 | $ | 53,350,532 | ||||||||||
| Common shares outstanding at period-end | 140,948 | 141,908 | ||||||||||||
| Book value per common share | $ | 42.46 | $ | 41.13 | ||||||||||
Tangible equity per common share (1) | $ | 39.10 | $ | 37.79 | ||||||||||
(1)For additional information regarding the reconciliation of these non-U.S. GAAP financial measures, refer to Item 7. MD&A — Reconciliation of GAAP to Non-GAAP Financial Measures in this Form 10-K.
(2)Efficiency ratio is calculated as noninterest expense divided by total revenue.
The Company’s 2022 net income was $1.13 billion, an increase of $255.1 million, or 29%, from 2021 net income of $873.0 million. The increase was primarily due to higher net interest income, partially offset by increases in the provision for credit losses and income tax expense. Noteworthy items about the Company’s performance for 2022 included:
•Net interest income growth and net interest margin expansion. Year-over-year net interest income before provision for (reversal of) credit losses grew by $514.3 million or 34% to $2.05 billion in 2022, from $1.53 billion in 2021. Full year 2022 net interest margin was 3.45%, up 73 bps year-over-year.
•Expanding profitability. The Company’s 2022 ROA, ROE and tangible return on average tangible equity of 1.80%, 19.51% and 21.29%, respectively, all expanded year-over-year by 33 bps, 381 bps and 405 bps, respectively. Tangible return on average tangible equity is a non-GAAP financial measure. For additional details, see the reconciliation of non-GAAP financial measures presented under Item 7. MD&A — Reconciliation of GAAP to Non-GAAP Financial Measures in this Form 10-K.
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•Improved efficiency. Efficiency ratio of 36.65% and adjusted efficiency ratio of 31.74% in 2022 both improved year-over-year. Adjusted efficiency ratio is a non-GAAP financial measure. For additional details, see the reconciliation of non-GAAP financial measures presented under Item 7. MD&A — Reconciliation of GAAP to Non-GAAP Financial Measures in this Form 10-K.
•Asset growth. Total assets reached $64.11 billion, growing $3.24 billion or 5% year-over-year, primarily driven by loan growth.
•Loan growth. Total loans were $48.23 billion as of December 31, 2022, a year-over-year increase of $6.53 billion or 16% from $41.69 billion. This was primarily driven by well-balanced growth in the CRE, residential mortgage and commercial and industrial (“C&I”) loan segments.
•Deposit growth. Total deposits were $55.97 billion as of December 31, 2022, a year-over-year increase of $2.62 billion or 5% from $53.35 billion, primarily driven by growth in time deposits, partially offset by decreases in noninterest-bearing demand and money market deposits.
•Equity growth. Book value per common share was $42.46 as of December 31, 2022, a year-over-year increase of $1.33 or 3%. Tangible equity per common share of $39.10 as of December 31, 2022, increased by $1.31 or 3% year-over-year. Tangible equity per common share is a non-GAAP financial measure. For additional details, see the reconciliation of non-GAAP financial measures presented under Item 7. MD&A — Reconciliation of GAAP to Non-GAAP Financial Measures in this Form 10-K.
Results of Operations
Net Interest Income
The Company’s primary source of revenue is net interest income, which is the interest income earned on interest-earning assets less interest expense paid on interest-bearing liabilities. Net interest margin is the ratio of net interest income to average interest-earning assets. Net interest income and net interest margin are impacted by several factors, including changes in average balances and the composition of interest-earning assets and funding sources, market interest rate fluctuations and the slope of the yield curve, repricing characteristics and maturity of interest-earning assets and interest-bearing liabilities, the volume of noninterest-bearing sources of funds and asset quality.
Net interest income before provision for (reversal of) credit losses in 2022 was $2.05 billion, an increase of $514.3 million or 34%, compared with $1.53 billion in 2021. Net interest margin was 3.45% in 2022, an increase of 73 bps from 2.72% in 2021. The year-over-year changes in net interest income and net interest margin primarily reflected higher interest-earning asset yields and strong loan growth, partially offset by a higher average cost of deposits. The changes in yields and rates reflected rising benchmark interest rates.
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Average interest-earning assets were $59.31 billion in 2022, an increase of $3.05 billion or 5% from $56.26 billion in 2021. The increase in average interest-earning assets primarily reflected growth in loans and debt securities, partially offset by a decrease in interest-bearing cash and deposits with banks.
The yield on average interest-earning assets was 3.91% in 2022, an increase of 103 bps from 2.88% in 2021. The year-over-year increase in the yield on average interest-earning assets primarily resulted from rising benchmark interest rates.
The average loan yield was 4.52% in 2022, an increase of 93 bps from 3.59% in 2021. The year-over-year change in the average loan yield reflected the loan portfolio’s sensitivity to rising benchmark interest rates. Approximately 62% and 66% of loans held-for-investment were variable-rate or hybrid loans in their adjustable-rate period as of December 31, 2022 and 2021, respectively.
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Deposits are an important source of funds and impact both net interest income and net interest margin. Average deposits were $54.30 billion in 2022, an increase of $2.82 billion or 5% from $51.48 billion in 2021. Average noninterest-bearing deposits were $22.78 billion, an increase of $1.51 billion or 7% from $21.27 billion in 2021. Average noninterest-bearing deposits made up 42% and 41% of average deposits for 2022 and 2021, respectively.
The average cost of deposits was 0.46% in 2022, an increase of 33 bps from 0.13% in 2021. The year-over-year increase reflected higher rates paid on money market and time deposits in response to the rising interest rate environment.
The average cost of funds calculation includes deposits, FHLB advances, repurchase agreements, long-term debt and short-term borrowings. In 2022, the average cost of funds was 0.50%, an increase of 33 bps from 0.17% in 2021. The year-over-year increase was mainly driven by the change in the average cost of deposits discussed above.
The Company utilizes various tools to manage interest rate risk. Refer to the Interest Rate Risk Management section of Item 7. MD&A — Risk Management — Market Risk Management for details.
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The following table presents the interest spread, net interest margin, average balances, interest income and expense, and the average yield/rate by asset and liability component in 2022, 2021 and 2020:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | ||||||||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest-bearing cash and deposits with banks | $ | 3,127,234 | $ | 41,113 | 1.31 | % | $ | 6,071,896 | $ | 15,531 | 0.26 | % | $ | 4,236,430 | $ | 25,175 | 0.59 | % | ||||||||||||||||||||||||||||||||||||||
Resale agreements (1) | 1,398,080 | 29,767 | 2.13 | % | 2,107,157 | 32,239 | 1.53 | % | 1,101,434 | 21,389 | 1.94 | % | ||||||||||||||||||||||||||||||||||||||||||||
Available-for-sale (“AFS”) debt securities (2)(3) | 6,629,945 | 152,514 | 2.30 | % | 8,281,234 | 143,983 | 1.74 | % | 4,023,668 | 82,553 | 2.05 | % | ||||||||||||||||||||||||||||||||||||||||||||
Held-to-maturity (“HTM”) debt securities (2)(4) | 2,756,382 | 46,392 | 1.68 | % | — | — | — | % | — | — | — | % | ||||||||||||||||||||||||||||||||||||||||||||
Loans (5)(6) | 45,319,458 | 2,048,301 | 4.52 | % | 39,716,697 | 1,424,900 | 3.59 | % | 36,799,017 | 1,464,382 | 3.98 | % | ||||||||||||||||||||||||||||||||||||||||||||
Restricted equity securities | 77,963 | 3,144 | 4.03 | % | 79,404 | 2,081 | 2.62 | % | 79,160 | 1,543 | 1.95 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total interest-earning assets | $ | 59,309,062 | $ | 2,321,231 | 3.91 | % | $ | 56,256,388 | $ | 1,618,734 | 2.88 | % | $ | 46,239,709 | $ | 1,595,042 | 3.45 | % | ||||||||||||||||||||||||||||||||||||||
| Noninterest-earning assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 652,673 | 615,255 | 528,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses | (559,746) | (592,211) | (577,560) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other assets | 3,436,293 | 2,971,659 | 2,747,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 62,838,282 | $ | 59,251,091 | $ | 48,937,793 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Checking deposits | $ | 6,696,200 | $ | 29,808 | 0.45 | % | $ | 6,543,817 | $ | 13,023 | 0.20 | % | $ | 5,357,934 | $ | 24,213 | 0.45 | % | ||||||||||||||||||||||||||||||||||||||
| Money market deposits | 12,443,437 | 107,442 | 0.86 | % | 12,428,025 | 15,041 | 0.12 | % | 9,881,284 | 42,720 | 0.43 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Saving deposits | 2,901,940 | 8,550 | 0.29 | % | 2,746,933 | 7,496 | 0.27 | % | 2,234,913 | 6,398 | 0.29 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Time deposits | 9,473,744 | 106,038 | 1.12 | % | 8,493,511 | 33,599 | 0.40 | % | 9,465,608 | 111,411 | 1.18 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Federal funds purchased and other short-term borrowings | 81,719 | 1,801 | 2.20 | % | 1,584 | 42 | 2.65 | % | 108,398 | 1,504 | 1.39 | % | ||||||||||||||||||||||||||||||||||||||||||||
| FHLB advances | 105,966 | 1,754 | 1.66 | % | 404,789 | 6,881 | 1.70 | % | 664,370 | 13,792 | 2.08 | % | ||||||||||||||||||||||||||||||||||||||||||||
Repurchase agreements (1) | 467,413 | 14,362 | 3.07 | % | 306,845 | 7,999 | 2.61 | % | 350,849 | 11,766 | 3.35 | % | ||||||||||||||||||||||||||||||||||||||||||||
Long-term debt and finance lease liabilities | 152,325 | 5,595 | 3.67 | % | 151,955 | 3,082 | 2.03 | % | 734,921 | (7) | 6,045 | 0.82 | % | |||||||||||||||||||||||||||||||||||||||||||
Total interest-bearing liabilities | $ | 32,322,744 | $ | 275,350 | 0.85 | % | $ | 31,077,459 | $ | 87,163 | 0.28 | % | $ | 28,798,277 | $ | 217,849 | 0.76 | % | ||||||||||||||||||||||||||||||||||||||
Noninterest-bearing liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Demand deposits | 22,784,258 | 21,271,410 | 13,823,152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses and other liabilities | 1,948,255 | 1,343,010 | 1,234,178 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ equity | 5,783,025 | 5,559,212 | 5,082,186 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 62,838,282 | $ | 59,251,091 | $ | 48,937,793 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate spread | 3.06 | % | 2.60 | % | 2.69 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income and net interest margin | $ | 2,045,881 | 3.45 | % | $ | 1,531,571 | 2.72 | % | $ | 1,377,193 | 2.98 | % | ||||||||||||||||||||||||||||||||||||||||||||
(1)Average balances of resale and repurchase agreements for the year ended December 31, 2020 have been reported net, pursuant to Accounting Standards Codification (“ASC”) 210-20-45-11, Balance Sheet Offsetting: Repurchase and Reverse Repurchase Agreements. The weighted-average yield/rate of gross resale and gross repurchase agreements for the year ended December 31, 2020 were 1.94% and 3.25%, respectively.
(2)Yields on tax-exempt debt securities are not presented on a tax-equivalent basis.
(3)Includes the amortization of net premiums on AFS debt securities of $71.8 million, $92.8 million and $33.9 million for 2022, 2021 and 2020, respectively.
(4)Includes the amortization of net premiums on HTM debt securities of $499 thousand in 2022.
(5)Average balances include nonperforming loans and loans held-for-sale.
(6)Loans include the accretion of net deferred loan fees and amortization of net premiums, which totaled $49.6 million, $61.7 million and $52.4 million for 2022, 2021 and 2020, respectively.
(7)Primarily includes average balances of the Paycheck Protection Program Liquidity Facility, which was repaid in full during the fourth quarter of 2020.
40
The following table summarizes the extent to which changes in (1) interest rates, and (2) volume of average interest-earning assets and average interest-bearing liabilities affected the Company’s net interest income for the periods presented. The total change for each category of interest-earning assets and interest-bearing liabilities is segmented into changes attributable to variations in volume and yield/rate. Changes that are not solely due to either volume or yield/rate are allocated proportionally based on the absolute value of the change related to average volume and average yield/rate.
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||
| 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||||||||||||||||||
| Total Change | Changes Due to | Total Change | Changes Due to | |||||||||||||||||||||||||||||||||||
| Volume | Yield/Rate | Volume | Yield/Rate | |||||||||||||||||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||||||||||||||||
| Interest-bearing cash and deposits with banks | $ | 25,582 | $ | (10,802) | $ | 36,384 | $ | (9,644) | $ | 8,223 | $ | (17,867) | ||||||||||||||||||||||||||
| Resale agreements | (2,472) | (12,812) | 10,340 | 10,850 | 16,168 | (5,318) | ||||||||||||||||||||||||||||||||
| AFS debt securities | 8,531 | (32,250) | 40,781 | 61,430 | 75,704 | (14,274) | ||||||||||||||||||||||||||||||||
| HTM debt securities | 46,392 | 46,392 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Loans | 623,401 | 219,385 | 404,016 | (39,482) | 111,007 | (150,489) | ||||||||||||||||||||||||||||||||
| Restricted equity securities | 1,063 | (38) | 1,101 | 538 | 5 | 533 | ||||||||||||||||||||||||||||||||
| Total interest and dividend income | $ | 702,497 | $ | 209,875 | $ | 492,622 | $ | 23,692 | $ | 211,107 | $ | (187,415) | ||||||||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||||
| Checking deposits | $ | 16,785 | $ | 310 | $ | 16,475 | $ | (11,190) | $ | 4,509 | $ | (15,699) | ||||||||||||||||||||||||||
| Money market deposits | 92,401 | 19 | 92,382 | (27,679) | 8,921 | (36,600) | ||||||||||||||||||||||||||||||||
| Saving deposits | 1,054 | 437 | 617 | 1,098 | 1,409 | (311) | ||||||||||||||||||||||||||||||||
| Time deposits | 72,439 | 4,299 | 68,140 | (77,812) | (10,424) | (67,388) | ||||||||||||||||||||||||||||||||
| Federal funds purchased and short-term borrowings | 1,759 | 1,767 | (8) | (1,462) | (2,184) | 722 | ||||||||||||||||||||||||||||||||
| FHLB advances | (5,127) | (4,951) | (176) | (6,911) | (4,722) | (2,189) | ||||||||||||||||||||||||||||||||
| Repurchase agreements | 6,363 | 4,743 | 1,620 | (3,767) | (1,357) | (2,410) | ||||||||||||||||||||||||||||||||
| Long-term debt and finance lease liabilities | 2,513 | 8 | 2,505 | (2,963) | (7,263) | 4,300 | ||||||||||||||||||||||||||||||||
| Total interest expense | $ | 188,187 | $ | 6,632 | $ | 181,555 | $ | (130,686) | $ | (11,111) | $ | (119,575) | ||||||||||||||||||||||||||
| Change in net interest income | $ | 514,310 | $ | 203,243 | $ | 311,067 | $ | 154,378 | $ | 222,218 | $ | (67,840) | ||||||||||||||||||||||||||
Noninterest Income
The following table presents the components of noninterest income for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||
| 2022 | 2021 | % Change from 2021 | 2020 | |||||||||||||||||||||||
| Lending fees | $ | 79,208 | $ | 77,704 | 2 | % | $ | 74,842 | ||||||||||||||||||
| Deposit account fees | 88,435 | 71,261 | 24 | % | 48,148 | |||||||||||||||||||||
| Interest rate contracts and other derivative income | 29,057 | 22,913 | 27 | % | 31,685 | |||||||||||||||||||||
| Foreign exchange income | 48,158 | 48,977 | (2) | % | 22,370 | |||||||||||||||||||||
| Wealth management fees | 27,565 | 25,751 | 7 | % | 17,494 | |||||||||||||||||||||
| Net gains on sales of loans | 6,411 | 8,909 | (28) | % | 4,501 | |||||||||||||||||||||
| Gains on sales of AFS debt securities | 1,306 | 1,568 | (17) | % | 12,299 | |||||||||||||||||||||
| Other investment income | 7,037 | 16,852 | (58) | % | 10,641 | |||||||||||||||||||||
| Other income | 11,489 | 11,960 | (4) | % | 13,567 | |||||||||||||||||||||
| Total noninterest income | $ | 298,666 | $ | 285,895 | 4 | % | $ | 235,547 | ||||||||||||||||||
Noninterest income comprised 13% and 16% of total revenue in 2022 and 2021, respectively. Noninterest income for 2022 was $298.7 million, an increase of $12.8 million or 4%, compared with $285.9 million in 2021. The increase was primarily due to growth in deposit account fees, and interest rate contracts and other derivative income, partially offset by a decrease in other investment income.
41
Deposit account fees were $88.4 million in 2022, an increase of $17.2 million or 24%, compared with $71.3 million in 2021. This growth was primarily driven by higher treasury management and deposit-related fees from commercial deposits.
Interest rate contracts and other derivative income was $29.1 million in 2022, an increase of $6.1 million or 27%, compared with $22.9 million in 2021. The year-over-year increase was primarily due to favorable credit valuation adjustments and higher transaction volume, which drove growth in interest rate contract premiums.
Other investment income was $7.0 million in 2022, a decrease of $9.8 million or 58%, compared with $16.9 million in 2021. The decrease primarily reflected unfavorable equity valuation adjustments in the Company’s CRA investments in 2022, compared with the prior year.
Noninterest Expense
The following table presents the components of noninterest expense for the periods indicated:
| Year Ended December 31, | ||||||||||||||||||||||||||
| ($ in thousands) | 2022 | 2021 | % Change from 2021 | 2020 | ||||||||||||||||||||||
| Compensation and employee benefits | $ | 477,635 | $ | 433,728 | 10 | % | $ | 404,071 | ||||||||||||||||||
| Occupancy and equipment expense | 62,501 | 62,996 | (1) | % | 66,489 | |||||||||||||||||||||
| Deposit insurance premiums and regulatory assessments | 19,449 | 17,563 | 11 | % | 15,128 | |||||||||||||||||||||
| Deposit account expense | 25,508 | 16,152 | 58 | % | 13,530 | |||||||||||||||||||||
| Data processing | 14,517 | 16,263 | (11) | % | 16,603 | |||||||||||||||||||||
| Computer software expense | 28,259 | 30,600 | (8) | % | 29,033 | |||||||||||||||||||||
| Other operating expense | 118,166 | 96,330 | 23 | % | 92,646 | |||||||||||||||||||||
| Amortization of tax credit and other investments | 113,358 | 122,457 | (7) | % | 70,082 | |||||||||||||||||||||
| Repurchase agreements’ extinguishment cost | — | — | — | % | 8,740 | |||||||||||||||||||||
| Total noninterest expense | $ | 859,393 | $ | 796,089 | 8 | % | $ | 716,322 | ||||||||||||||||||
Noninterest expense was $859.4 million in 2022, an increase of $63.3 million or 8%, compared with $796.1 million in 2021. The increase was primarily due to higher compensation and employee benefits, other operating expense, and deposit account expense, partially offset by a decrease in the amortization of tax credit and other investments.
Compensation and employee benefits were $477.6 million in 2022, an increase of $43.9 million or 10%, compared with $433.7 million in 2021. The increase was primarily due to higher average compensation.
Other operating expense was $118.2 million in 2022, an increase of $21.8 million or 23%, compared with $96.3 million in 2021. This increase was primarily due to higher interest expense on cash collateral, foreclosure and travel-related expenses, and miscellaneous operating losses, partially offset by lower legal expenses.
Deposit account expense was $25.5 million in 2022, an increase of $9.4 million or 58%, compared with $16.2 million in 2021. The increase primarily reflected higher deposit referral fees and commercial customer account expenses.
Amortization of tax credit and other investments was $113.4 million in 2022, a decrease of $9.1 million or 7%, compared with $122.5 million in 2021. The year-over-year change largely reflected investments that close in a given period and the mix of tax credits being recognized, all of which have differing amortization periods.
42
Income Taxes
The following table presents the income before income taxes, income tax expense and effective tax rate for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Income before income taxes | $ | 1,411,654 | $ | 1,056,377 | $ | 685,765 | ||||||||||||||
| Income tax expense | $ | 283,571 | $ | 183,396 | $ | 117,968 | ||||||||||||||
| Effective tax rate | 20.1 | % | 17.4 | % | 17.2 | % | ||||||||||||||
Income tax expense was $283.6 million in 2022, compared with $183.4 million in 2021, resulting in an effective tax rate of 20.1% and 17.4%, respectively. The increase in the income tax expense was primarily related to an increase in pre-tax net income and a decrease in tax credits. The differences between the 2022 and 2021 effective tax rates from the federal statutory rate of 21% were primarily due to tax credits associated with renewable energy, historic and new market tax credit related projects and state taxes as described in Note 11 — Income Taxes to the Consolidated Financial Statements in this Form 10-K.
Operating Segment Results
The Company organizes its operations into three reportable operating segments: (1) Consumer and Business Banking; (2) Commercial Banking; and (3) Other. These segments are defined by the type of customers served, and the related products and services provided. The segments reflect how financial information is currently evaluated by management. For a description of the Company’s internal management reporting process, including the segment cost allocation methodology, see Note 17 — Business Segments to the Consolidated Financial Statements in this Form 10-K.
Segment net interest income represents the difference between actual interest earned on assets and interest incurred on liabilities of the segment, adjusted for funding charges or credits through the Company’s internal funds transfer pricing (“FTP”) process.
The following table presents the results by operating segment for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer and Business Banking | Commercial Banking | Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue (loss) | $ | 1,280,989 | $ | 791,226 | $ | 594,944 | $ | 1,071,634 | $ | 929,970 | $ | 848,623 | $ | (8,076) | $ | 96,270 | $ | 169,173 | ||||||||||||||||||||||||||||||||||||||
| Provision for (reversal of) credit losses | 27,197 | (4,998) | 3,885 | 46,303 | (30,002) | 206,768 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Noninterest expense | 397,882 | 364,635 | 331,750 | 314,185 | 275,649 | 266,923 | 147,326 | 155,805 | 117,649 | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment income (loss) before income taxes | 855,910 | 431,589 | 259,309 | 711,146 | 684,323 | 374,932 | (155,402) | (59,535) | 51,524 | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment net income | $ | 608,120 | $ | 308,630 | $ | 185,782 | $ | 507,467 | $ | 489,233 | $ | 268,476 | $ | 12,496 | $ | 75,118 | $ | 113,539 | ||||||||||||||||||||||||||||||||||||||
Consumer and Business Banking
The Consumer and Business Banking segment primarily provides financial products and services to consumer and commercial customers through the Company’s domestic branch network and digital banking platform. This segment offers consumer and commercial deposits, mortgage and home equity loans, and other products and services. It also originates commercial loans for small- and medium-sized enterprises through the Company’s branch network. Other products and services provided by this segment include wealth management, treasury management, interest rate risk hedging and foreign exchange services.
43
The following table presents additional financial information for the Consumer and Business Banking segment for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||
| Change from 2021 | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2020 | ||||||||||||||||||||||||||||
| Net interest income before provision for (reversal of) credit losses | $ | 1,170,850 | $ | 697,101 | $ | 473,749 | 68 | % | $ | 530,829 | ||||||||||||||||||||||
| Noninterest income | 110,139 | 94,125 | 16,014 | 17 | % | 64,115 | ||||||||||||||||||||||||||
| Total revenue | 1,280,989 | 791,226 | 489,763 | 62 | % | 594,944 | ||||||||||||||||||||||||||
| Provision for (reversal of) credit losses | 27,197 | (4,998) | 32,195 | 644 | % | 3,885 | ||||||||||||||||||||||||||
| Noninterest expense | 397,882 | 364,635 | 33,247 | 9 | % | 331,750 | ||||||||||||||||||||||||||
| Segment income before income taxes | 855,910 | 431,589 | 424,321 | 98 | % | 259,309 | ||||||||||||||||||||||||||
| Income tax expense | 247,790 | 122,959 | 124,831 | 102 | % | 73,527 | ||||||||||||||||||||||||||
| Segment net income | $ | 608,120 | $ | 308,630 | $ | 299,490 | 97 | % | $ | 185,782 | ||||||||||||||||||||||
| Average loans | $ | 15,769,072 | $ | 13,922,693 | $ | 1,846,379 | 13 | % | $ | 12,056,987 | ||||||||||||||||||||||
| Average deposits | $ | 33,278,330 | $ | 31,679,856 | $ | 1,598,474 | 5 | % | $ | 27,201,737 | ||||||||||||||||||||||
Consumer and Business Banking segment net income increased $299.5 million or 97% year-over-year to $608.1 million in 2022, due to revenue growth, partially offset by higher income tax expense, noninterest expense and provision for credit losses. Net interest income before provision for credit losses increased $473.7 million or 68% year-over-year to $1.17 billion. The increase was primarily driven by higher deposit fund transfer pricing credits due to noninterest-bearing deposit growth, and higher loan interest income, mainly from growth in residential mortgage loans. Noninterest income increased $16.0 million or 17% to $110.1 million, primarily driven by higher deposit account fees and foreign exchange income. Provision for credit losses increased $32.2 million, or 644%, year-over-year to $27.2 million, primarily driven by changes to the macroeconomic outlook and mortgage loan growth. Noninterest expense increased $33.2 million, or 9%, to $397.9 million, primarily due to higher compensation and employee benefits and allocated corporate overhead expenses.
Commercial Banking
The Commercial Banking segment primarily generates commercial loan and deposit products. Commercial loan products include CRE lending, construction finance, commercial business lending, working capital lines of credit, trade finance, letters of credit, affordable housing lending, asset-based lending, asset-backed finance, project finance and equipment financing. Commercial deposit products and other financial services include treasury management, foreign exchange services and interest rate and commodity risk hedging.
The following table presents additional financial information for the Commercial Banking segment for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||
| Change from 2021 | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2020 | ||||||||||||||||||||||||||||
| Net interest income before provision for (reversal of) credit losses | $ | 892,386 | $ | 766,202 | $ | 126,184 | 16 | % | $ | 706,286 | ||||||||||||||||||||||
| Noninterest income | 179,248 | 163,768 | 15,480 | 9 | % | 142,337 | ||||||||||||||||||||||||||
| Total revenue | 1,071,634 | 929,970 | 141,664 | 15 | % | 848,623 | ||||||||||||||||||||||||||
| Provision for (reversal of) credit losses | 46,303 | (30,002) | 76,305 | 254 | % | 206,768 | ||||||||||||||||||||||||||
| Noninterest expense | 314,185 | 275,649 | 38,536 | 14 | % | 266,923 | ||||||||||||||||||||||||||
| Segment income before income taxes | 711,146 | 684,323 | 26,823 | 4 | % | 374,932 | ||||||||||||||||||||||||||
| Income tax expense | 203,679 | 195,090 | 8,589 | 4 | % | 106,456 | ||||||||||||||||||||||||||
| Segment net income | $ | 507,467 | $ | 489,233 | $ | 18,234 | 4 | % | $ | 268,476 | ||||||||||||||||||||||
| Average loans | $ | 29,550,386 | $ | 25,794,004 | $ | 3,756,382 | 15 | % | $ | 24,742,030 | ||||||||||||||||||||||
| Average deposits | $ | 17,276,427 | $ | 17,122,743 | $ | 153,684 | 1 | % | $ | 10,811,020 | ||||||||||||||||||||||
44
Commercial Banking segment net income increased $18.2 million, or 4%, year-over-year to $507.5 million in 2022. This increase reflected revenue growth, partially offset by higher provision for credit losses and noninterest expense. Net interest income before provision for credit losses increased $126.2 million, or 16%, to $892.4 million, driven by higher loan interest income from commercial loan growth. Noninterest income increased $15.5 million, or 9%, to $179.2 million, primarily driven by higher interest rate contracts and other derivative income, deposit account fees and foreign exchange income. Provision for credit losses increased $76.3 million, or 254%, year-over-year to $46.3 million, primarily driven by changes to the macroeconomic outlook and commercial loan growth. Noninterest expense increased $38.5 million, or 14%, to $314.2 million, primarily due to higher compensation and employee benefits, other operating expenses and allocated corporate overhead expenses.
Other
Centralized functions, including the corporate treasury activities of the Company and eliminations of inter-segment amounts, have been aggregated and included in the Other segment, which provides broad administrative support to the two core segments, namely the Consumer and Business Banking and the Commercial Banking segments.
The following table presents additional financial information for the Other segment for the periods indicated:
| ($ in thousands) | Year Ended December 31, | |||||||||||||||||||||||||||||||
| Change from 2021 | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2020 | ||||||||||||||||||||||||||||
| Net interest (loss) income | $ | (17,355) | $ | 68,268 | $ | (85,623) | (125) | % | $ | 140,078 | ||||||||||||||||||||||
| Noninterest income | 9,279 | 28,002 | (18,723) | (67) | % | 29,095 | ||||||||||||||||||||||||||
| Total (loss) revenue | (8,076) | 96,270 | (104,346) | (108) | % | 169,173 | ||||||||||||||||||||||||||
| Noninterest expense | 147,326 | 155,805 | (8,479) | (5) | % | 117,649 | ||||||||||||||||||||||||||
| Segment loss before income taxes | (155,402) | (59,535) | (95,867) | 161 | % | 51,524 | ||||||||||||||||||||||||||
| Income tax benefit | (167,898) | (134,653) | (33,245) | 25 | % | (62,015) | ||||||||||||||||||||||||||
| Segment net income | $ | 12,496 | $ | 75,118 | $ | (62,622) | (83) | % | $ | 113,539 | ||||||||||||||||||||||
| Average deposits | $ | 3,744,822 | $ | 2,681,097 | $ | 1,063,725 | 40 | % | $ | 2,750,134 | ||||||||||||||||||||||
The Other segment reported segment loss before income taxes of $155.4 million and segment net income of $12.5 million, reflecting an income tax benefit of $167.9 million in 2022. The increase in segment loss before income taxes was primarily driven by lower revenue. The $85.6 million year-over-year decrease in net interest income was primarily driven by lower FTP spread income absorbed by the Other segment, partially offset by an increase in interest income from investments due to a higher debt securities yield in 2022.
The income tax expense or benefit in the Other segment consists of the remaining unallocated income tax expense or benefit after allocating income tax expense to the two core segments, and reflects the impact of tax credit investment activity. Income tax expense is allocated to the Consumer and Business Banking and the Commercial Banking segments by applying statutory income tax rates to the segment income before income taxes. Tax credit investment amortization is allocated to the Other segment.
Balance Sheet Analysis
Debt Securities
The Company maintains a portfolio of high quality and liquid debt securities with a moderate duration profile. It closely manages the overall portfolio interest rate and liquidity risks. The Company’s debt securities provide:
•interest income for earnings and yield enhancement;
•availability for funding needs arising during the normal course of business;
•the ability to execute interest rate risk management strategies in response to changes in economic or market conditions; and
•collateral to support pledging agreements as required and/or to enhance the Company’s borrowing capacity.
While the Company does not intend to sell its debt securities, it may sell AFS securities in response to changes in the balance sheet and related interest rate risk to meet liquidity, regulatory and strategic requirements.
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The following table presents the distribution of the Company’s AFS and HTM debt securities portfolio as of December 31, 2022 and 2021, and by credit rating as of December 31, 2022:
| December 31, | Ratings (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Amortized Cost | Fair Value | % of Total | Amortized Cost | Fair Value | % of Total | AAA/AA | A | BBB | BB and Lower | No Rating(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AFS debt securities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 676,306 | $ | 606,203 | 10 | % | $ | 1,049,238 | $ | 1,032,681 | 10 | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. government agency and U.S. government-sponsored enterprise debt securities | 517,806 | 461,607 | 8 | % | 1,333,984 | 1,301,971 | 13 | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. government agency and U.S. government-sponsored enterprise mortgage-backed securities | 2,588,446 | 2,262,464 | 37 | % | 4,210,832 | 4,157,263 | 42 | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities | 303,884 | 257,099 | 4 | % | 519,381 | 523,158 | 5 | % | 93 | % | 4 | % | — | % | — | % | 3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-agency mortgage-backed securities | 1,209,714 | 1,047,553 | 17 | % | 1,388,857 | 1,378,374 | 14 | % | 81 | % | — | % | — | % | — | % | 19 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | 673,502 | 526,274 | 9 | % | 657,516 | 649,665 | 6 | % | — | % | 31 | % | 67 | % | 2 | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign government bonds | 241,165 | 227,053 | 4 | % | 260,447 | 257,733 | 3 | % | 46 | % | 54 | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | 51,152 | 49,076 | 1 | % | 74,674 | 74,558 | 1 | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CLOs | 617,250 | 597,664 | 10 | % | 592,250 | 589,950 | 6 | % | 96 | % | 4 | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total AFS debt securities | $ | 6,879,225 | $ | 6,034,993 | 100 | % | $ | 10,087,179 | $ | 9,965,353 | 100 | % | 86 | % | 5 | % | 6 | % | 0 | % | 3 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| HTM debt securities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 524,081 | $ | 471,469 | 19 | % | $ | — | $ | — | — | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. government agency and U.S. government-sponsored enterprise debt securities | 998,972 | 789,412 | 32 | % | — | — | — | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. government agency and U.S. government-sponsored enterprise mortgage-backed securities | 1,289,106 | 1,042,310 | 43 | % | — | — | — | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities | 189,709 | 151,980 | 6 | % | — | — | — | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total HTM debt securities | $ | 3,001,868 | $ | 2,455,171 | 100 | % | $ | — | $ | — | — | % | 100 | % | — | % | — | % | — | % | — | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Total debt securities | $ | 9,881,093 | $ | 8,490,164 | $ | 10,087,179 | $ | 9,965,353 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Credit ratings express opinions about the credit quality of a debt security. The Company determines the credit rating of a security according to the lowest credit rating made available by nationally recognized statistical rating organizations (“NRSROs”). Debt securities rated investment grade, which are those with ratings similar to BBB- or above (as defined by NRSROs), are generally considered by the rating agencies and market participants to be low credit risk. Ratings percentages are allocated based on fair value.
(2)For debt securities not rated by NRSROs, the Company uses other factors which include but are not limited to the priority in collections within the securitization structure, and whether the contractual payments have historically been on time.
As of both December 31, 2022 and 2021, 98% of the carrying value of the Company’s debt securities portfolio was rated investment grade by NRSROs.
The Company’s AFS and HTM debt securities portfolio had an effective duration, defined as the sensitivity of the value of the portfolio to interest rate changes, of 5.2 as of December 31, 2022. This increased from 5.0 as of December 31, 2021, primarily due to the upshifting of the yield curve while the portfolio has seasoned.
Available-for-Sale Debt Securities
The fair value of AFS debt securities totaled $6.03 billion as of December 31, 2022, a decrease of $3.93 billion or 39% from $9.97 billion as of December 31, 2021. The decrease was primarily due to the Company’s transfer of $3.01 billion of AFS securities to HTM securities during the first quarter of 2022, and a decline in the portfolio valuation within the rising interest rate environment. For further discussion regarding the transfer, refer to the Held-to-Maturity Debt Securities section below. The Company’s AFS debt securities are carried at fair value with non-credit related unrealized gains and losses, net of tax, reported in Other comprehensive income (loss) on the Consolidated Statement of Comprehensive Income. Pre-tax net unrealized losses on AFS debt securities were $844.2 million as of December 31, 2022, compared with $121.8 million as of December 31, 2021.
46
As of December 31, 2022, 97% of the carrying value of the AFS debt securities portfolio was rated investment grade by NRSROs, compared with 98% as of December 31, 2021. Of the AFS debt securities with gross unrealized losses, substantially all were rated investment grade as of both December 31, 2022 and 2021. There was no allowance for credit losses provided against the AFS debt securities as of both December 31, 2022 and 2021. Additionally, there were no credit losses recognized in earnings for both 2022 and 2021.
Held-to-Maturity Debt Securities
During the first quarter of 2022, the Company transferred $3.01 billion in aggregate fair value of U.S. Treasury, government agency and government-sponsored enterprise debt and mortgage-backed securities, and municipal securities from AFS to HTM. In comparison, there were no HTM debt securities as of December 31, 2021. The Company’s HTM debt securities are carried at amortized cost. The unrealized gains or losses at the date of transfer of these securities continue to be reported in Accumulated other comprehensive income (loss) (“AOCI”), net of tax on the Consolidated Balance Sheet and are amortized over the remaining life of the securities.
All HTM debt securities were issued, guaranteed, or supported by the U.S. government or government-sponsored enterprises. Accordingly, the Company applied a zero credit loss assumption for these securities and no allowance for credit loss was recorded as of December 31, 2022. For additional discussion on the allowance for credit losses, see Note 4 — Securities to the Consolidated Financial Statements in this Form 10-K.
For additional information on AFS and HTM securities, see Note 1 — Summary of Significant Accounting Policies, Note 2 — Fair Value Measurement and Fair Value of Financial Instruments and Note 4 — Securities to the Consolidated Financial Statements in this Form 10-K.
Loan Portfolio
The Company offers a broad range of financial products designed to meet the credit needs of its borrowers. The Company’s loan portfolio segments include commercial loans, which consist of C&I, CRE, multifamily residential, and construction and land loans, as well as consumer loans, which consist of single-family residential, home equity lines of credit (“HELOCs”) and other consumer loans. Total loans held-for-investment were $48.20 billion as of December 31, 2022, an increase of $6.51 billion, or 16%, from $41.69 billion as of December 31, 2021. This increase was primarily driven by well-balanced growth across all our major loan categories including increases of $2.89 billion or 18% in total CRE loans, $2.11 billion, or 19%, in total residential mortgage loans, and $1.56 billion, or 11%, in C&I loans. The composition of the loan portfolio as of December 31, 2022 was similar to the composition as of December 31, 2021.
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The following table presents the composition of the Company’s total loan portfolio by loan type as of December 31, 2022 and 2021:
| December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| ($ in thousands) | Amount | % | Amount | % | ||||||||||||||||||||||
| Commercial: | ||||||||||||||||||||||||||
C&I (1) | $ | 15,711,095 | 33 | % | $ | 14,150,608 | 34 | % | ||||||||||||||||||
| CRE: | ||||||||||||||||||||||||||
| CRE | 13,857,870 | 29 | % | 12,155,047 | 29 | % | ||||||||||||||||||||
| Multifamily residential | 4,573,068 | 9 | % | 3,675,605 | 9 | % | ||||||||||||||||||||
| Construction and land | 638,420 | 1 | % | 346,486 | 1 | % | ||||||||||||||||||||
| Total CRE | 19,069,358 | 39 | % | 16,177,138 | 39 | % | ||||||||||||||||||||
| Total commercial | 34,780,453 | 72 | % | 30,327,746 | 73 | % | ||||||||||||||||||||
| Consumer: | ||||||||||||||||||||||||||
| Residential mortgage: | ||||||||||||||||||||||||||
| Single-family residential | 11,223,027 | 23 | % | 9,093,702 | 22 | % | ||||||||||||||||||||
| HELOCs | 2,122,655 | 5 | % | 2,144,821 | 5 | % | ||||||||||||||||||||
| Total residential mortgage | 13,345,682 | 28 | % | 11,238,523 | 27 | % | ||||||||||||||||||||
| Other consumer | 76,295 | 0 | % | 127,512 | 0 | % | ||||||||||||||||||||
| Total consumer | 13,421,977 | 28 | % | 11,366,035 | 27 | % | ||||||||||||||||||||
Total loans held-for-investment (2) | 48,202,430 | 100 | % | 41,693,781 | 100 | % | ||||||||||||||||||||
| Allowance for loan losses | (595,645) | (541,579) | ||||||||||||||||||||||||
Loans held-for-sale (3) | 25,644 | 635 | ||||||||||||||||||||||||
| Total loans, net | $ | 47,632,429 | $ | 41,152,837 | ||||||||||||||||||||||
(1)Includes $99.0 million and $534.2 million of Paycheck Protection Program (“PPP”) loans as of December 31, 2022 and 2021, respectively.
(2)Includes $(70.4) million and $(50.7) million of net deferred loan fees and net unamortized premiums as of December 31, 2022, and 2021, respectively.
(3)Consists of C&I loans as of December 31, 2022 and single-family residential loans as of December 31, 2021.
Commercial
The commercial loan portfolio comprised 72% and 73% of total loans as of December 31, 2022 and 2021, respectively. The Company actively monitors the commercial lending portfolio for elevated levels of credit risk and reviews credit exposures for sensitivity to changing economic conditions.
Commercial — Commercial and Industrial Loans. Total C&I loan commitments were $22.78 billion as of December 31, 2022, an increase of $2.49 billion or 12% from $20.29 billion as of December 31, 2021, with a utilization rate of 69% as of both dates. Total C&I loans were $15.71 billion as of December 31, 2022, an increase of $1.56 billion or 11% from $14.15 billion as of December 31, 2021. Total C&I loans made up 33% and 34% of total loans held-for-investment as of December 31, 2022 and 2021, respectively. The C&I loan portfolio includes loans and financing for businesses in a wide spectrum of industries, comprised of commercial business lending, working capital lines of credit, trade finance, letters of credit, asset-based lending, asset-backed finance, project finance and equipment financing. The C&I loan portfolio also includes PPP loans. Additionally, the Company has a portfolio of broadly syndicated C&I loans, which represent revolving or term loan facilities that are marketed and sold primarily to institutional investors. This portfolio totaled $855.9 million and $939.4 million as of December 31, 2022 and 2021, respectively. The majority of the C&I loans had variable interest rates as of both December 31, 2022, and 2021.
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The C&I portfolio is well-diversified by industry. The Company monitors concentrations within the C&I loan portfolio by industry and customer exposure, and has exposure limits by industry and loan product. The following charts illustrate the industry mix within the Company’s C&I loan portfolio as of December 31, 2022, and 2021:
(1) Includes loans held-for-sale.
(2) Revised segmentation to conform with the current presentation.
Commercial — Commercial Real Estate Loans. Total CRE loans totaled $19.07 billion as of December 31, 2022, which grew by $2.89 billion or 18% from $16.18 billion as of December 31, 2021, and accounted for 39% of total loans held-for-investment as of both dates. The total CRE portfolio consists of CRE, multifamily residential, and construction and land loans, and affordable housing lending. Year-over-year growth in 2022 was primarily driven by multifamily and industrial CRE loans.
The Company’s total CRE loan portfolio is diversified by property type with an average CRE loan size of $2.8 million and $2.5 million as of December 31, 2022 and 2021, respectively. The following table summarizes the Company’s total CRE loans by property type as of December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| ($ in thousands) | Amount | % | Amount | % | ||||||||||||||||||||||
| Property type: | ||||||||||||||||||||||||||
Retail (1) | $ | 4,075,769 | 22 | % | $ | 3,685,900 | 23 | % | ||||||||||||||||||
| Multifamily | 4,573,067 | 24 | % | 3,675,605 | 23 | % | ||||||||||||||||||||
Office (1) | 2,522,554 | 13 | % | 2,416,274 | 15 | % | ||||||||||||||||||||
Industrial (1) | 3,617,086 | 19 | % | 2,817,781 | 17 | % | ||||||||||||||||||||
Hospitality (1) | 2,085,910 | 11 | % | 1,993,995 | 12 | % | ||||||||||||||||||||
Healthcare (1) (2) | 796,577 | 4 | % | 644,052 | 4 | % | ||||||||||||||||||||
| Construction and land | 638,420 | 3 | % | 346,486 | 2 | % | ||||||||||||||||||||
Other (1) | 759,975 | 4 | % | 597,045 | 4 | % | ||||||||||||||||||||
| Total CRE loans | $ | 19,069,358 | 100 | % | $ | 16,177,138 | 100 | % | ||||||||||||||||||
(1)Included in CRE loans, which are a subset of Total CRE loans.
(2)In the fourth quarter of 2022, the Company updated its presentation in the table to include a healthcare property type. The prior-period was revised to conform with the current presentation.
The weighted-average loan-to-value (“LTV”) ratio of the total CRE loan portfolio was 51% as of both December 31, 2022 and 2021. All our CRE loan property types had a low weighted-average LTV ratio. Approximately 90% and 89% of total CRE loans had an LTV ratio of 65% or lower as of December 31, 2022 and 2021, respectively. The consistency of the Company’s low LTV underwriting standards has historically resulted in lower credit losses for CRE and multifamily residential loans.
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The following tables provide a summary of the Company’s CRE, multifamily residential, and construction and land loans by geography as of December 31, 2022 and 2021. The distribution of the total CRE loan portfolio reflects the Company’s geographical footprint, which is primarily concentrated in California:
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | CRE | % | Multifamily Residential | % | Construction and Land | % | Total | % | ||||||||||||||||||||||||||||||||||||||||||
| Geographic markets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern California | $ | 7,233,902 | $ | 2,215,632 | $ | 222,425 | $ | 9,671,959 | ||||||||||||||||||||||||||||||||||||||||||
| Northern California | 2,798,840 | 890,002 | 235,732 | 3,924,574 | ||||||||||||||||||||||||||||||||||||||||||||||
| California | 10,032,742 | 72 | % | 3,105,634 | 68 | % | 458,157 | 72 | % | 13,596,533 | 71 | % | ||||||||||||||||||||||||||||||||||||||
| Texas | 1,150,401 | 8 | % | 410,872 | 9 | % | 2,153 | 0 | % | 1,563,426 | 8 | % | ||||||||||||||||||||||||||||||||||||||
| New York | 682,096 | 5 | % | 221,253 | 5 | % | 99,595 | 16 | % | 1,002,944 | 5 | % | ||||||||||||||||||||||||||||||||||||||
| Washington | 449,423 | 3 | % | 173,611 | 4 | % | 15,557 | 2 | % | 638,591 | 3 | % | ||||||||||||||||||||||||||||||||||||||
| Arizona | 291,114 | 2 | % | 95,460 | 2 | % | 297 | 0 | % | 386,871 | 2 | % | ||||||||||||||||||||||||||||||||||||||
| Nevada | 159,092 | 1 | % | 108,060 | 2 | % | 30,673 | 5 | % | 297,825 | 2 | % | ||||||||||||||||||||||||||||||||||||||
| Other markets | 1,093,002 | 9 | % | 458,178 | 10 | % | 31,988 | 5 | % | 1,583,168 | 9 | % | ||||||||||||||||||||||||||||||||||||||
| Total loans | $ | 13,857,870 | 100 | % | $ | 4,573,068 | 100 | % | $ | 638,420 | 100 | % | $ | 19,069,358 | 100 | % | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | CRE | % | Multifamily Residential | % | Construction and Land | % | Total | % | ||||||||||||||||||||||||||||||||||||||||||
| Geographic markets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern California | $ | 6,406,609 | $ | 2,030,938 | $ | 138,953 | $ | 8,576,500 | ||||||||||||||||||||||||||||||||||||||||||
| Northern California | 2,622,398 | 748,631 | 109,483 | 3,480,512 | ||||||||||||||||||||||||||||||||||||||||||||||
| California | 9,029,007 | 75 | % | 2,779,569 | 77 | % | 248,436 | 70 | % | 12,057,012 | 75 | % | ||||||||||||||||||||||||||||||||||||||
| Texas | 1,005,455 | 8 | % | 308,652 | 8 | % | 1,896 | 1 | % | 1,316,003 | 8 | % | ||||||||||||||||||||||||||||||||||||||
| New York | 630,442 | 5 | % | 157,099 | 4 | % | 78,368 | 23 | % | 865,909 | 5 | % | ||||||||||||||||||||||||||||||||||||||
| Washington | 408,913 | 3 | % | 116,047 | 3 | % | 9,865 | 3 | % | 534,825 | 3 | % | ||||||||||||||||||||||||||||||||||||||
| Arizona | 122,822 | 1 | % | 51,730 | 1 | % | — | — | % | 174,552 | 1 | % | ||||||||||||||||||||||||||||||||||||||
| Nevada | 128,395 | 1 | % | 115,163 | 3 | % | 5,775 | 2 | % | 249,333 | 2 | % | ||||||||||||||||||||||||||||||||||||||
| Other markets | 830,013 | 7 | % | 147,345 | 4 | % | 2,146 | 1 | % | 979,504 | 6 | % | ||||||||||||||||||||||||||||||||||||||
| Total loans | $ | 12,155,047 | 100 | % | $ | 3,675,605 | 100 | % | $ | 346,486 | 100 | % | $ | 16,177,138 | 100 | % | ||||||||||||||||||||||||||||||||||
Because 71% and 75% of total CRE loans were concentrated in California as of December 31, 2022 and 2021, respectively, changes in California’s economy and real estate values could have a significant impact on the collectability of these loans and the required level of allowance for loan losses. For additional information related to the higher degree of risk from a downturn in the California real estate markets, see Item 1A. Risk Factors — Risks Related to Geopolitical Uncertainties in this Form 10-K.
Commercial — Commercial Real Estate Loans. The Company focuses on providing financing to experienced real estate investors and developers who have moderate levels of leverage, many of whom are long-time customers of the Bank. CRE loans totaled $13.86 billion as of December 31, 2022, compared with $12.16 billion as of December 31, 2021, and accounted for 29% of total loans held-for-investment as of both dates. Interest rates on CRE loans may be fixed, variable or hybrid. As of December 31, 2022, 65% of our CRE portfolio was variable rate, of which 47% had customer-level interest rate derivative contracts in place. These are hedging contracts offered by the Company to help our customers manage their interest rate risk while the Bank’s own exposure remained variable rate. In comparison, as of December 31, 2021, 75% of our CRE portfolio was variable rate, of which 52% had customer-level interest rate derivative contracts in place. Loans are underwritten with conservative standards for cash flows, debt service coverage and LTV.
Owner-occupied properties comprised 20% of the CRE loans as of both December 31, 2022 and 2021. The remainder were non-owner-occupied properties, where 50% or more of the debt service for the loan is typically provided by rental income from an unaffiliated third party.
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Commercial — Multifamily Residential Loans. The multifamily residential loan portfolio is largely comprised of loans secured by residential properties with five or more units. Multifamily residential loans totaled $4.57 billion as of December 31, 2022, compared with $3.68 billion as of December 31, 2021, and accounted for 9% of total loans held-for-investment as of both dates. The Company offers a variety of first lien mortgages, including fixed- and variable-rate loans, as well as hybrid loans with interest rates that adjust annually after an initial fixed rate period of three to ten years. As of December 31, 2022, 57% of our multifamily residential portfolio was variable rate, of which 34% had customer-level interest rate derivative contracts in place. These are hedging contracts offered by the Company to help our customers manage their interest rate risk while the Bank’s own exposure remained variable rate. In comparison, as of December 31, 2021, 66% of our multifamily residential portfolio was variable rate, of which 39% had customer-level interest rate derivative contracts in place.
Commercial — Construction and Land Loans. Construction and land loans provide financing for a portfolio of projects diversified by real estate property type. Construction and land loans totaled $638.4 million as of December 31, 2022, compared with $346.5 million as of December 31, 2021, and accounted for 1% of total loans held-for-investment as of both dates. Construction loan exposure was made up of $536.8 million in loans outstanding, plus $611.4 million in unfunded commitments, as of December 31, 2022, compared with $297.9 million in loans outstanding, plus $361.2 million in unfunded commitments as of December 31, 2021. Land loans totaled $101.7 million as of December 31, 2022, compared with $48.6 million as of December 31, 2021.
Consumer
The following tables summarize the Company’s single-family residential and HELOC loan portfolios by geography as of December 31, 2022 and 2021:
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Single-Family Residential | % | HELOCs | % | Total Residential Mortgage | % | ||||||||||||||||||||||||||||||||
| Geographic markets: | ||||||||||||||||||||||||||||||||||||||
| Southern California | $ | 4,142,623 | $ | 959,632 | $ | 5,102,255 | ||||||||||||||||||||||||||||||||
| Northern California | 1,294,721 | 492,921 | 1,787,642 | |||||||||||||||||||||||||||||||||||
| California | 5,437,344 | 48 | % | 1,452,553 | 68 | % | 6,889,897 | 52 | % | |||||||||||||||||||||||||||||
| New York | 3,964,779 | 35 | % | 286,285 | 14 | % | 4,251,064 | 32 | % | |||||||||||||||||||||||||||||
| Washington | 632,892 | 6 | % | 236,434 | 11 | % | 869,326 | 7 | % | |||||||||||||||||||||||||||||
| Massachusetts | 299,051 | 3 | % | 85,590 | 4 | % | 384,641 | 3 | % | |||||||||||||||||||||||||||||
| Georgia | 303,615 | 3 | % | 21,493 | 1 | % | 325,108 | 2 | % | |||||||||||||||||||||||||||||
| Texas | 316,771 | 3 | % | — | — | % | 316,771 | 2 | % | |||||||||||||||||||||||||||||
| Nevada | 253,702 | 2 | % | 40,300 | 2 | % | 294,002 | 2 | % | |||||||||||||||||||||||||||||
| Other markets | 14,873 | 0 | % | — | — | % | 14,873 | 0 | % | |||||||||||||||||||||||||||||
| Total | $ | 11,223,027 | 100 | % | $ | 2,122,655 | 100 | % | $ | 13,345,682 | 100 | % | ||||||||||||||||||||||||||
| Lien priority: | ||||||||||||||||||||||||||||||||||||||
| First mortgage | $ | 11,223,027 | 100 | % | $ | 1,770,741 | 83 | % | $ | 12,993,768 | 97 | % | ||||||||||||||||||||||||||
| Junior lien mortgage | — | — | % | 351,914 | 17 | % | 351,914 | 3 | % | |||||||||||||||||||||||||||||
| Total | $ | 11,223,027 | 100 | % | $ | 2,122,655 | 100 | % | $ | 13,345,682 | 100 | % | ||||||||||||||||||||||||||
51
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Single-Family Residential | % | HELOCs | % | Total Residential Mortgage | % | ||||||||||||||||||||||||||||||||
| Geographic markets: | ||||||||||||||||||||||||||||||||||||||
| Southern California | $ | 3,520,010 | $ | 971,731 | $ | 4,491,741 | ||||||||||||||||||||||||||||||||
| Northern California | 1,024,564 | 506,310 | 1,530,874 | |||||||||||||||||||||||||||||||||||
| California | 4,544,574 | 49 | % | 1,478,041 | 68 | % | 6,022,615 | 54 | % | |||||||||||||||||||||||||||||
| New York | 3,102,129 | 34 | % | 292,540 | 14 | % | 3,394,669 | 30 | % | |||||||||||||||||||||||||||||
| Washington | 526,721 | 6 | % | 230,294 | 11 | % | 757,015 | 7 | % | |||||||||||||||||||||||||||||
| Massachusetts | 258,372 | 3 | % | 75,815 | 4 | % | 334,187 | 3 | % | |||||||||||||||||||||||||||||
| Georgia | 279,328 | 3 | % | 25,208 | 1 | % | 304,536 | 3 | % | |||||||||||||||||||||||||||||
| Texas | 230,402 | 3 | % | — | — | % | 230,402 | 2 | % | |||||||||||||||||||||||||||||
| Nevada | 145,336 | 2 | % | 42,923 | 2 | % | 188,259 | 2 | % | |||||||||||||||||||||||||||||
| Other markets | 6,840 | — | % | — | — | % | 6,840 | (1 | %) | |||||||||||||||||||||||||||||
| Total | $ | 9,093,702 | 100 | % | $ | 2,144,821 | 100 | % | $ | 11,238,523 | 100 | % | ||||||||||||||||||||||||||
| Lien priority: | ||||||||||||||||||||||||||||||||||||||
| First mortgage | $ | 9,093,702 | 100 | % | $ | 1,872,440 | 87 | % | $ | 10,966,142 | 98 | % | ||||||||||||||||||||||||||
| Junior lien mortgage | — | — | % | 272,381 | 13 | % | 272,381 | 2 | % | |||||||||||||||||||||||||||||
| Total | $ | 9,093,702 | 100 | % | $ | 2,144,821 | 100 | % | $ | 11,238,523 | 100 | % | ||||||||||||||||||||||||||
Consumer — Single-Family Residential Loans. Single-family residential loans totaled $11.22 billion or 23% of total loans held-for-investment as of December 31, 2022, compared with $9.09 billion or 22% of total loans held-for-investment as of December 31, 2021. Year-over-year, single-family residential loans increased $2.13 billion or 23%, primar