PUBLIC DISCLOSURE. May 13, 2013 COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION. Frost Bank RSSD #: San Antonio, Texas

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1 PUBLIC DISCLOSURE May 13, 2013 COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION Frost Bank RSSD #: San Antonio, Texas FEDERAL RESERVE BANK OF DALLAS 2200 North Pearl Street Dallas, Texas NOTE: This document is an evaluation of this institution s record of meeting the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with safe and sound operation of the institution. This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to the institution does not represent an analysis, conclusion or opinion of the federal financial supervisory agency concerning the safety and soundness of this financial institution.

2 San Antonio, Texas RSSD# Table of Contents Institution Rating Institution Institution s CRA Rating Table of Performance Test Ratings.. 1 Summary of Major Factors Supporting Rating....1 Description of Institution Scope of Examination Conclusions With Respect to Performance Tests....6 Full Scope Review Austin-Round Rock-San Marcos, TX Metropolitan Area (Full Review) Description of Institution s Operations..14 Conclusions With Respect to Performance Tests..19 Dallas-Plano-Irving, TX Metropolitan Area (Full Review) Description of Institution s Operations..25 Conclusions With Respect to Performance Tests..31 Fort Worth-Arlington, TX Metropolitan Area (Full Review) Description of Institution s Operations..37 Conclusions With Respect to Performance Tests..43 Houston-Sugar Land-Baytown, TX Metropolitan Area (Full Review) Description of Institution s Operations..49 Conclusions With Respect to Performance Tests..55 San Antonio-New Braunfels, TX Metropolitan Area (Full Review) Description of Institution s Operations Conclusions With Respect to Performance Tests Metropolitan Area (reviewed using Limited Scope Review) Description of Operations..73 Conclusions With Respect to Performance Tests i

3 San Antonio, Texas RSSD# Table of Contents Nonmetropolitan Statewide Area (reviewed using limited-scope review) Description of Operations.. 73 Conclusions with Respect to Performance Tests...73 Appendices Appendix A: Scope of Examination Tables Appendix B: CRA Definitions and General Information Appendix C: Glossary Appendix D: Limited Scope Assessment Area Demographic Tables Appendix E: Full Scope Assessment Area Loan Tables Appendix F: Limited Scope Assessment Area Loan Tables ii

4 San Antonio, Texas RSSD# Institution Rating INSTITUTION'S CRA RATING: Frost Bank is rated SATISFACTORY. The following table indicates the performance level of Frost Bank with respect to the lending, investment, and service tests. PERFORMANCE LEVELS FROST BANK PERFORMANCE TESTS Lending Test* Investment Test Service Test Outstanding X High Satisfactory X X Low Satisfactory Needs to Improve Substantial Noncompliance *Note: The lending test is weighted more heavily than the investment and service tests when arriving at an overall rating. Major factors supporting the institution s rating include: Lending activity reflects good responsiveness to assessment area credit needs; A substantial majority of loans are made in the bank s assessment areas; The geographic distribution of loans reflects excellent penetration throughout the assessment areas; The distribution of HMDA 1 lending among borrowers reflects adequate penetration among customers of different income levels; The distribution of small business lending reflects excellent penetration among businesses of different revenue sizes; The bank makes an adequate level of community development loans; The bank has an excellent level of qualified investments, often in a leadership position; Retail delivery systems are reasonably accessible to the bank s geographies and to individuals of different income levels in its assessment areas; The bank s record of opening and closing branches has not adversely affected the accessibility of its delivery systems, particularly in low- and moderate-income (LMI) geographies and to LMI individuals; The bank is a leader in providing community development services. 1 Home mortgage loans are reported by institutions on the Home Mortgage Disclosure Act (HMDA) Loan Application Register (LAR). The register includes home purchase, refinance, home improvement, and multi-family loans originated and purchased by the institution. 1

5 San Antonio, Texas RSSD# Institution DESCRIPTION OF INSTITUTION Frost Bank (Frost) is a one state commercial bank operating 123 branch offices and 180 ATMs throughout Texas as of December 31, As of December 31, 2011, Frost had total assets of $20.4 billion. No known legal impediments exist that would restrain the bank from meeting the credit needs of its assessment areas. For this examination, nine assessment areas were reviewed. Total deposits for the nine assessment areas as of December 31, 2011 were $16.9 billion. Descriptions of the assessment areas, listed below, can be found in the applicable assessment area sections of this report. Austin-Round Rock-San Marcos, TX MSA Brownsville-Harlingen, TX MSA Corpus Christi, TX MSA Dallas-Plano-Irving, TX MD Fort Worth-Arlington, TX MD Houston-Sugar Land-Baytown, TX MSA McAllen-Edinburg-Mission, TX MSA San Antonio-New Braunfels, TX MSA Willacy County, TX Non-MSA Business Structure Frost is wholly-owned by Cullen/Frost Banker s Incorporated, which is a one-bank holding company headquartered in San Antonio, Texas and is the largest Texas-based banking company that operates only in Texas. The bank is strategically aligned into two primary business segments: Banking and Frost Wealth Advisors (FWA). Each core business segment is delineated by the products and services that each segment offers. All regions have the same lines of business that have the same product and service offerings, have similar types and classes of customers, and utilize similar service delivery methods. Pricing guidelines for products and services are the same across all regions. The Banking operating segment, which represents the most dominant business line, includes both commercial and consumer banking services, Frost Insurance, and Frost Securities, Inc. The FWA operating segment includes fee-based services within private trust, retirement services, and financial management services, including personal wealth management and brokerage services. All significant business activities are conducted at the bank level. On June 22, 2012, Frost officially completed its charter conversion from a national bank charter supervised by the Office of the Comptroller of the Currency (OCC), to a state-chartered institution and a member of the Federal Reserve System, now supervised by the Federal Reserve Bank of Dallas. There have been no mergers or acquisitions during the review period, nor has the bank entered any new markets. Loan Portfolio The following table shows the distribution of Frost s loan portfolio as of December 31, 2010 and As indicated in the table, Commercial and Industrial loans comprised the greatest percentage by dollar volume of Frost s loan portfolio in both years. The next highest volume by dollar amount for both years was Commercial Real Estate loans. 2

6 San Antonio, Texas RSSD# Institution Composition of Loan Portfolio Loan Type 12/31/ /31/2010 $(000s) % $(000s) % Commercial and Industrial 3,481, ,408, Real Estate Construction & Development 2 705, , Commercial Real Estate 2,140, ,105, Residential Real Estate 758, , Multifamily 93, , Loans to Individuals 306, , Agricultural and Farmland 92, , Depository Institutions , State and Political 127, , Lease Financing 176, , All Other Loans 112, , TOTAL LOANS $7,995, $8,126, Credit Products Frost offers a wide variety of consumer, residential real estate, and commercial loan products to fulfill the credit needs of the residents and businesses in its assessment areas. Frost provides a full range of consumer banking services, including checking accounts, savings programs, automated teller machines, overdraft facilities, drive-in and night deposit services, safe deposit facilities, and brokerage services. Frost also offers a variety of consumer loan products including auto loans, consumer installment loans, personal lines of credit, and lot loans. They also offer home equity loans, including home equity lines of credit, and home improvement loans. These loans, along with other loans secured by residential real estate, are typically reported under the Home Mortgage Disclosure Act (HMDA). The table above indicates residential real estate loans represent almost 10% of the bank s lending. While the bank offers mortgage loans, traditional 30 year first lien mortgage loans are not a major product line for Frost and are typically for accommodation purposes. For those customers wanting a traditional 30 year mortgage, Frost can fulfill those credit needs through their relationship with Cornerstone Home Lending, Inc. The majority of Frost s consumer mortgage loans are second lien mortgages, or piggy-back loans, and home equity lines of credit. The home equity lines of credit tend to have competitive rates and flexible loan terms, which many customers find more attractive than the traditional home improvement loan. Loans secured by commercial real estate and loans for a commercial and industrial purpose are the categories of loans from which loans to small businesses data is collected and reported under the CRA. Loans are made for a wide variety of general corporate purposes, and commercial loan products include: financing for industrial and 2 Includes 1-4 Family Residential Construction and Construction/Land Development 3

7 San Antonio, Texas RSSD# Institution commercial properties and to a lesser extent, financing for interim construction related to industrial and commercial properties, financing for equipment, inventories and accounts receivable, and acquisition financing, as well as commercial leasing and treasury management services. This category also includes business credit cards, which tend to be for smaller dollar amounts and are often needed by small businesses to meet day to day operating expenses. Frost offers credit card loans; however, they are originated through a third party and not reflected in the bank s small business loans. Many of the top aggregate lenders within Frost s assessment areas predominately offer credit card loans, which will make the aggregate lenders percentage of small dollar amount loans much higher than lenders who offer a variety of products in addition to credit cards loans. As the chart depicts, Frost did not originate a significant volume of small farm loans during the review period; therefore, these loans are not discussed in detail in this report. Construction and land development loans may be reportable as community development loans, provided they have a purpose that meets the definition of community development under Regulation BB. Multi-family loans may also be reported both under HMDA and as community development loans; however, Frost is not actively engaged in this type of lending and only originated 11 multi-family purpose loans during the review period. Based on the preceding information, CRA-reportable loans, followed by community development loans, carried the most significant weight for the purposes of this evaluation. Frost also provides international banking services to customers residing in or dealing with businesses located in Mexico. These services consist of accepting deposits (generally only in U.S. dollars), making loans (in U.S. dollars only), issuing letters of credit, handling foreign collections, transmitting funds, and to a limited extent, dealing in foreign exchange. Frost acts as a correspondent bank for over 300 financial institutions that are primarily banks in Texas. These banks maintain deposits with Frost, which offers them a full range of services including check clearing, transfer of funds, fixed income security services, and securities custody and clearance services. Previous Performance Evaluation Frost received a Satisfactory rating as a result of a performance evaluation completed by the OCC dated August 11, The lending and investment tests were rated High Satisfactory and the service test was rated Low Satisfactory. SCOPE OF EXAMINATION All assessment areas for Frost were evaluated for lending, investment, and service performances. Full-scope reviews were conducted for five of the bank s nine assessment areas. The assessment areas were selected for full-scope reviews based on the volume of lending, number of branches, and percent of total deposits as well as the length of time since the last full-scope evaluation. Overall, approximately 85.2% of the bank s lending activity (by number of loans), 91.0% of the total deposits, and 82.1% of total branches were evaluated through the full-scope reviews. Assessment areas receiving full-scope reviews are portions of the Austin-Round Rock- San Marcos, TX MSA; Dallas-Plano-Irving, TX MSA; Fort Worth-Arlington, TX MSA; Houston-Baytown- Sugarland, TX MSA; and the San Antonio-New Braunfels, TX MSA. A description of each full-scope assessment area is included in the applicable assessment area section in this report. Full-scope assessment areas were given different weights to arrive at overall institution ratings. The San Antonio-New Braunfels, TX MSA had the greatest impact on the lending, investment, and services tests due to a higher concentration of deposits, branches, and combined HMDA and CRA small business lending closely 4

8 San Antonio, Texas RSSD# Institution followed by the Fort Worth-Arlington, TX and Houston-Baytown-Sugarland, TX MSAs. Refer to Appendix A for summary of the scope. Examination Review Period and Products Reviewed The evaluation period covered August 8, 2008 through December 31, The lending test performance was based on HMDA loans for the period of January 1, 2008 through December 31, 2011; however, the analysis within this performance evaluation only includes the 2010 and 2011 HMDA-reportable data. While not included, it is noted that the bank s loan performance in 2008 and 2009 was consistent with that of 2010 and The period of review for the small business data was January 1, 2008 December 31, 2011; however, only the 2010 and 2011 small business data were included in this evaluation. HMDA-reportable loans and CRA-reportable small business loans were the major products included in the evaluation. CRA-reportable small farm loans and HMDA-reportable multi-family loans are not major products for the bank; therefore, they were not considered as part of this evaluation. Community development loans, investments, and service activities from August 8, 2008 through December 31, 2011 were considered during this evaluation. In addition, the evaluation also considered prior period investments. Examination Analysis The evaluation of the bank s record of lending in the individual assessment areas includes the use of and comparison to demographic characteristics. The primary sources for the demographic information are the 2000 U.S. Census and Dunn & Bradstreet (D&B) data. Demographic characteristics of a particular assessment area are useful in analyzing the bank s record of lending as they provide a means of estimating loan demand and identifying lending opportunities. To understand small business and small farm loan demand, self-reported data of revenue size and geographical location from business and farm entities is collected and published by D&B. The demographic data should not be construed as defining an expected level of lending in a particular area or to a particular group of borrowers. The information is used to understand the bank s performance context and evaluate the bank. Loans are evaluated to determine the lending activity inside and outside the bank s assessment areas. In addition, loans inside the assessment areas are evaluated on the geographic and borrower-income distribution for each assessment area. The bank s geographic distribution with respect to HMDA loans is assessed by comparing the percentage of loans made in each geography type (low-, moderate-, middle-, and upper-income) to the percentage of owner-occupied units in each geography type. Small business loans were compared to the percentage of small businesses and farms within each geographic income category. The bank s borrower income distribution with respect to HMDA loans is assessed by comparing the percentage of loans made to borrowers in each income category (low-, moderate-, middle-, and upper-income) to the percentage of families in each income category. Poverty level is determined by both income and family size. Generally, a larger proportion of poverty level families are in the low-income category and, to a certain extent, the moderate-income categories. Borrowers at poverty level often do not qualify for real estate loans, so the percentage of families below poverty level is considered when evaluating lending performance to LMI borrowers. The bank s borrower income distribution with respect to small business loans was assessed by comparing the percentage of loans made to businesses in each revenue category (less than or equal to $1 million, or greater than $1 million) to the percentage of total businesses in each revenue category. 5

9 San Antonio, Texas RSSD# Institution The bank s lending performance was compared to the performance of aggregate lenders in 2010 and Aggregate lenders include all lenders required to report HMDA and CRA data within the respective assessment areas. As previously mentioned, commercial credit card loans are included in many aggregate lenders CRA loan numbers, which is a product not directly offered by Frost. Frost s lending performance for HMDA and CRA loans was also compared to the demographic numbers within the assessment areas for both the geographic distribution and borrower profile analyses and considered when forming conclusions. The bank s market share of lending is also discussed to give a better understanding of how Frost ranks within the respective areas. For both the geographic distribution and borrower income analyses, Frost s lending performance was evaluated both by dollar amount and percentage by number. Unless otherwise specified, the percentages throughout the performance evaluation represent Frost s lending by number of loans originated. Examiners conducted a total of 16 interviews with community representatives during the review period in order to understand community credit needs. Community contacts were located throughout the bank s assessment areas and included representatives of community-based organizations, municipalities, and quasi-government agencies. The general theme found to be consistent in most assessment areas was the need for financial literacy training, affordable housing, alternative banking products for consumers, and small dollar amount loans for businesses. CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS Lending Test Frost s overall Lending Test rating is High Satisfactory. Lending activity in the assessment areas is good, and typically Frost ranks among the top percentage of lenders in the market in the originating and purchasing of small business loans; however, the bank does not offer traditional mortgage loans and does not have as strong of a market presence for HMDA originations. The bank s penetration of loans among borrowers of different income levels and farms and businesses of different sizes is excellent, as is the geographic distribution of loans. The bank makes an adequate level of community development loans. References are made to Frost s lending distribution by geography and borrower income throughout this report. Detailed information about the bank s HMDA- and CRA-reportable loans can be found in tables in Appendices F and G, respectively. In some assessment area and product discussions, specific numbers are quoted from these tables to support relevant points, otherwise, general references are made comparing performance and the reader should refer to the tables for specific data. Lending Activity Lending levels reflect good responsiveness to assessment area credit needs. The following table summarizes Frost s lending activity from January 1, 2010 through December 31, As the data indicates, the bank makes more small business loans than HMDA loans by both number and dollar amount. Lending activity in the five full-scope assessment areas is considered good. 6

10 San Antonio, Texas RSSD# Institution Summary of Lending Activity Loan Type # % $(000s) % Total Consumer related 0 0 $0 0 Home Improvement 2, $127, Home Purchase $35, Multi-Family Housing 2 -- $1, Refinancing $92, Total HMDA related 3, $256, Small Bus. - Secured by Real Estate 1 -- $ Small Business 8, $1,983, Total Small Business related 8, $1,983, Small Farm $8, Total Small Farm related 38 0 $8,510 0 TOTAL LOANS 11, $2,249, The table below shows the distribution of loans inside and outside of Frost s assessment areas. A substantial majority of Frost s loans were made inside the respective assessment areas, reflecting excellent assessment area concentration. Lending Inside and Outside the Assessment Area Loan Types Inside Outside # % $(000s) % # % $(000s) % Home Improvement 1, $114, $12, Home Purchase $33, $2, Multi-Family Housing $1, $0 0.0 Refinancing $85, $6, Total HMDA related 2, $234, $21, Total Small Bus. related 7, $1,837, $146, Total Small Farm related $4, $4, TOTAL LOANS 10, $2,076, $172, Note: Affiliate loans not included Geographic Distribution & Distribution by Borrower Income and Business Revenue Size The overall geographic distribution of HMDA and small business lending reflects excellent penetration in LMI geographies. Of the five full-scope assessment areas, three are considered excellent and two are considered good. 7

11 San Antonio, Texas RSSD# Institution The overall distribution among borrowers of different income levels and businesses of different sizes is also excellent. Of the five full-scope assessment areas, three are considered excellent and two are considered good. The bank offers several programs with the specific purpose of helping to meet housing-related needs of LMI individuals and communities. Some of these include the following: Progress Home Improvement Loan Program: The program is offered to individuals that are 80% and below the U.S. Department of Housing and Urban Development (HUD) Family Median Income and provides alternatives credit sources such as utility bills if no other credit is available. Other features include a lower minimum loan amount, lower monthly payments, and discounts off the current rate. Progress Interim Program: This program offers current prime rate loans with no fees to builders participating in local Affordable Parades of Homes or building in subdivisions that are affordable and is targeted to persons 80% and below the HUD Family Median Income who can take advantage of local down payment and closing cost assistance programs. Frost also offers loan products that are specifically tailored to small businesses, which include the following: Small Business Lending Products: Since most small businesses do not have financials in the early stages, in 2008 products for small businesses were developed with the major focus on financials for the individual/guarantor instead of financials for the actual business. These products include an unsecured revolving line of credit for up to $35 thousand for businesses two years or older, and a secured term loan for five years up to $50 thousand for businesses six months or older. Both of these products require limited financials to qualify. For loans less than $50 thousand the bank offers express loans that are auto-decisioned. These loans use FICO s Small Business Scoring System (SBSS) or the credit score of the personal guarantor, allow for quick processing, and require no business financials. Frost also offers home equity loans that can be used for a small business purpose. In addition, Frost partners with other small business lending entities to make small business loans in all of its assessment areas, and to create and provide more lending opportunities to small businesses. For example, Frost partners with ACCION Texas, the largest micro-lending entity in the United States which is also a Community Development Financial Institution (CDFI). ACCION makes loans to start-ups, "mom and pop" shops, or very small businesses and works with them to become "bankable" and able to enter the commercial banking world in the future. Frost provides a revolving line-of-credit statewide, provides annual operating funds, serves on the board of directors and on loan committees in some markets, and has made referrals to ACCION. Frost also partners with the Small Business Administration (SBA), Small Business Development Centers, Federal Reserve Bank, Federal Home Loan Bank of Dallas, Chambers of Commerce, local government agencies and many more entities to provide small business loans, products, information, and literacy to small businesses Community Development Lending Frost makes an adequate level of community development loans. Frost originated or renewed 42 community development loans totaling approximately $274.4 million during the review period, which based on dollar amount, is a 71.7% increase from the previous examination. At the last examination, the bank originated or renewed 93 loans totaling $159.9 million. The largest portion of the community development lending by dollar amount was in the San Antonio-New Braunfels, TX and the Houston-Sugarland-Baytown, TX assessment areas. 8

12 San Antonio, Texas RSSD# Institution The community development loans originated during the evaluation period were for a variety of purposes, but the majority of the loans were for the purpose of providing community services to individuals or LMI areas and for affordable housing. Community Development Lending Purpose # $('000s) Affordable Housing Community Services Economic Development Revitalize & Stabilize Total 42 $274.4 Frost s community development lending is excellent in the San Antonio-New Braunfels, TX and McAllen- Edinburg-Mission, TX assessment areas; however, there was a low-level of community development lending in the Dallas-Plano-Irving, TX and the non-metropolitan area of Willacy County, TX assessment areas and few, if any, community development loans in the Austin-Round Rock-San Marcos, TX assessment area. Community development lending in the Houston-Sugarland-Baytown, TX and Brownsville-Harlingen, TX assessment areas was good and the Fort Worth-Arlington, TX and Corpus Christi, TX assessment areas had an adequate level of community development lending. The San Antonio-New Braunfels, TX MSA had the greatest impact on the community development lending test due to a higher concentration of deposits, branches, and combined HMDA and CRA small business lending than the other assessment areas. More information on community development lending can be found in each full-scope assessment area section. 9

13 San Antonio, Texas RSSD# Institution Investment Test Frost s investment performance is rated Outstanding based on an overall excellent level of qualified community development investments and grants provided in the various assessment areas. Specifically, performance is excellent in all five of the full-scope assessment areas and one limited-scope assessment area reviewed. The bank s investment performance is considered adequate in the McAllen-Edinburg, TX assessment area, good in the Willacy County, TX assessment area, and poor in the Corpus Christ, TX assessment area. The San Antonio- New Braunfels, TX MSA had the greatest impact on the investment test due to a higher concentration of deposits, branches, and combined HMDA and CRA small business lending than the other assessment areas. Frost had 39 current period qualified investments totaling approximately $38.3 million and 10 prior period investments of $25.4 million. These numbers include one current period qualified investment and one prior period qualified investment made within the bank s broader regional banking area. The bank also made qualified grants and donations totaling $4.1 million to organizations with a purpose of community development. These totals represent 37.8% increase from $49.1 million at the previous examination. Frost s investments demonstrate excellent responsiveness to the most pressing credit and community development needs throughout the assessment areas. Affordable housing and small business loans were identified by community contacts as a common opportunity and need, which has been addressed by the institution through investments in Small Business Investment Companies (SBIC) and the purchase of Ginnie Mae (GNMA) Mortgage Backed Securities (MSBs) and Texas Mortgage Revenue Bonds (MRBs) that are targeted to LMI individuals. Service Test Frost s performance under the Service Test is rated High Satisfactory. The bank s performance is considered good in five of the assessment areas and adequate in the remaining four. Specific details of the service performance are discussed in the respective assessment area sections of this report. Retail Services Retail delivery systems are reasonably accessible to the geographies and individuals of different income levels. During the exam period of August 8, 2008 through December 31, 2011, Frost opened 21 branches and closed five branches. Of the branches within the LMI areas, four branches were opened and none were closed. A specific listing of the branches opened or closed during the period may be obtained by accessing the bank s CRA public file, which is available on the bank s web site. Also, refer to the individual assessment areas for details regarding the bank s distribution of branches and ATMs. Frost s opening and closing of branches has not adversely affected the accessibility of banking services to LMI geographies. In addition, the banking services and business hours do not vary in a way that inconveniences any portion of the bank s assessment areas, particularly LMI geographies and individuals. Banking hours are fairly consistent across all areas. Generally, the standard banking hours are Monday through Thursday, 9 a.m. to 4 p.m. and Friday, 9 a.m. to 5 p.m. Motor banks are usually open from 7 a.m. until 6 p.m. on weekdays and on Saturday from 9 a.m. to 1 p.m. The only variation in hours is for those branches that do not have a motor bank or do not offer Saturday hours at the motor bank. These specific branches are distributed throughout the assessment areas and do not negatively affect LMI areas. 10

14 San Antonio, Texas RSSD# Institution The bank also offers the following no- or low-cost deposit accounts and uses the following alternative delivery systems. Individual Development Accounts (IDA): Frost has partnered with the City of San Antonio and Casey Family Programs in the San Antonio-New Braunfels, TX and Corpus Christi, TX assessment areas to provide savings opportunities with matching fund possibilities. Frost holds these savings accounts at no charge and provides financial literacy outreach to these agencies. In some instances, Frost also provides matching funds. During 2008, Frost held approximately 300 IDA accounts at no charge. In 2009, due to the success of clients meeting their goals and obtaining their match, IDA accounts were at approximately 150. In 2010, both the City of San Antonio and Casey Family Program IDA programs lost matching funding and the programs were closed out by end of year All current clients were counseled so they could reach their goals and receive a full match towards their savings assets prior to the program ending. VITA Check Cashing: Volunteer Income Tax Assistance (VITA) provides LMI individuals with free tax assistance in completing their federal taxes by certified tax preparers. These tax preparers also assist them in obtaining the earned income tax credit (EITC) and other tax allowances. VITA not only provides a direct service to the individual, but also puts money back into the local economies. From , Frost provided free check cashing to all participants of the VITA programs in the San Antonio-New Braunfels, Austin-Round Rock-San Marcos, Houston-Sugarland-Baytown, and Fort Worth-Arlington, TX assessment areas. Frost employees also assisted in free tax preparation and served on committees that sponsor VITA. Free Loan Servicing: Frost provides free loan servicing for all San Antonio Habitat for Humanity mortgage loans. In 2008, over 600 loans were serviced at no charge and by 2009 that number increased to over 615 loans. In 2010 and 2011, over 650 and 685 loans, respectively, were being serviced at no charge to Habitat for Humanity or their clients. Free and Flexible Checking Accounts: Free checking was offered to retail and business customers in 2008 and 2009, but was discontinued starting in 2010 in light of new regulatory mandates that limited fees on other types of accounts. However, in 2010 Frost created and introduced a new checking product that is more flexible and can be designed by customers to meet their needs and budgets. A base account is opened with a menu of options that can be added to the account as needed by the customer. This flexible account maintains affordability at the customer level and is tailored to the customer s needs, plus it can be used for all customer segments. Special checking considerations are given to programs and services targeted to the LMI communities as they arise. Frost at Work Program: This program provides Frost employees to corporations to open accounts onsite so workers do not need to take the time to go to the bank. It promotes direct deposit and other products to employees who do not have bank accounts. It is a way to assist corporations in getting their "unbanked" employees educated on checking accounts and makes it easy for them to begin a banking relationship. The Frost at Work program also provides the option for those without any banking relationship to have a debit card for payroll, ensuring safety and quickness in obtaining payroll deposits. These clients are offered financial literacy programs to help educate their workforce on the importance of money management, the basics of banking, and the benefits of having a checking account. In 2008, the Frost at Work program opened 3,460 checking accounts with 390 companies participating, which brought the total number of Frost at Work accounts opened to 8,242. In 2009, the Frost at Work program opened 4,780 checking accounts with 660 companies and at year-end Frost at Work accounts totaled 12,189. In 11

15 San Antonio, Texas RSSD# Institution 2010, Frost serviced 679 companies and added 5,273 more accounts bringing the total Frost at Work account totals to approximately 17,000. In 2011, 3,707 accounts were added through the Frost at Work programming totaling over 20,000 total accounts through Mobile Banking: In the Corpus Christi, Fort Worth-Arlington, and San Antonio-New Braunfels, TX assessment areas, Frost provides mobile banking teams that visit senior citizen apartments/living facilities to collect social security checks, make deposits and provide cash withdrawals so customers do not have to leave their living environment. Over 80% of the seniors visited are low- and/or moderate-income customers. HEB ATMs: Beginning in 1994, Frost partnered with HEB Grocery Stores to offer ATMs in their stores throughout the state. These ATMs are owned and operated by HEB, but are available to Frost customers free of charge. Currently there are 190 ATMs in HEB stores throughout the bank s assessment areas, many of which are located in LMI areas. There are also 97 ATMs located in rural areas just outside of the bank s assessment areas. Internet Café: All Frost locations have computer terminals available in their branches that provide free online banking to customers who may not have access to a computer, such as LMI individuals. American Sign Language: Frost continues to expand its program to provide certified American Sign Language (ASL) interpreters to its customers through videoconference and secure, encrypted Internet access, making it the first banking institution in the nation to offer real-time accessibility to the deaf and hard-of-hearing community. Community Development Services The bank is a leader in providing community development services throughout its assessment areas. Frost provided 30,182 hours of community development services during the review period. Community development services were considered excellent in four assessment areas, good in two assessment areas, adequate in two assessment areas, and poor in one assessment area. Overall, the bank is a leader in providing community development services that benefit LMI residents and small businesses of the assessment areas. The bank s directors, officers and staff members are involved in numerous organizations and activities that promote or facilitate affordable housing for LMI individuals, services for LMI individuals, economic development and revitalization of LMI areas, along with financial literacy outreach efforts. In addition, Frost has created the following programs to provide financial literacy to LMI students and small businesses. Frost Financial Youth Academy: Frost developed the Frost Financial Youth Academy to provide financial education and products to schools that have a majority of students who are considered LMI. This program is provided in the majority of the bank s assessment areas. Small Business Outreach Program: The Frost Small Business Outreach Program includes a literacy program, targeted products, and other materials to further promote small business lending. The outreach/literacy program provides insight as to what a commercial bank expects from a small business. It explains the reasons a bank needs certain requested information and discusses what a banker looks for in a loan request. It also details the importance of a business plan and maintaining updated financials. To complement the outreach program, a "Borrowers Guide for Small Business and Entrepreneurs" was developed. This guide is also provided to local Small Business Development Centers (SBDC), ACCION Texas, and handed out at business expos and working sessions as a tool for small businesses. 12

16 San Antonio, Texas RSSD# Institution In addition, the bank partners with organizations within various assessment areas to provide financial literacy training to small businesses. The organization s discussed below work with small businesses, which creates an opportunity for Frost to provide financial literacy training to large audiences. These organizations include the following: San Antonio: In 2008 and 2009, Frost partnered with the Community Development Loan Fund (CDLF), a CDFI, and tandem small business lender. In addition to providing financial literacy to this organization, Frost is a Level One Shareholder and also makes referrals to CDLF. Also in San Antonio, Frost partners with the South Texas Business Fund, established by the City of San Antonio to lend guidance and money to small businesses so that jobs would be created and sustained. Both of these entities were merged into ACCION Texas in December of Fort Worth: Frost partners with the William Mann Community Development Corporation, whose mission is to assist economic development initiatives by providing debt/equity financing, in conjunction with an investor bank and/or non-traditional lending sources for small, minority, and women-owned businesses. Their emphasis is on assisting businesses located in LMI areas of Tarrant County. Houston: Frost partners with the Houston Small Business Development Corporation (HSBDC). The HSBDC is a non-profit organization established to engage in eliminating community deterioration and to expand the development of small businesses in the Houston area. The HSBDC makes direct loans and tandem loans through its revolving loan fund. Frost has also been an investor in Third Coast Community Development Corporation (TCCDC), a small business lender. The purpose of the TCCDC is to stimulate economic development by providing loans to small emerging businesses. Please refer to the individual assessment areas for examples of other community development services provided by the bank during the review period. FAIR LENDING OR OTHER ILLEGAL CREDIT PRACTICES REVIEW The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) established the Consumer Financial Protection Bureau (CFPB). In general, the Dodd-Frank Act gives the CFPB, among other things, primary supervisory authority over insured depository institutions with total assets of more than $10 billion when assessing compliance with the requirements of Federal consumer financial laws. The Federal Reserve, however, retains authority to enforce compliance with the CRA and certain other consumer compliance laws and regulations. During the review period of this evaluation, the Federal Reserve did not cite violations involving illegal discrimination or other illegal credit practices that adversely affected the Federal Reserve's evaluation of the bank's CRA performance. As of the date of this report, the Federal Reserve is unaware of any violations of Equal Credit Opportunity Act or Regulation B, or any unfair, deceptive, or abusive acts or practices identified by the CFPB. 13

17 San Antonio, TX RSSD # Austin-Round Rock-San Marcos, TX METROPOLITAN AREA (Full-scope Review) INSTITUTION S OPERATIONS IN THE AUSTIN-ROUND ROCK-SAN MARCOS, TX ASSESSMENT AREA The Austin-Round Rock-San Marcos, TX assessment area includes Hays, Travis, and Williamson Counties in Texas, hereafter referred to as the Austin, TX assessment area. These counties along with Bastrop and Caldwell Counties, which are excluded from the bank s assessment area, make up the Austin-Round Rock-San Marcos, TX MSA. Within the assessment area portion of the MSA there are 20 low-, 63 moderate-, 91 middle-, and 65 upper-income tracts. There are also two tracts where the income is unknown. As of December 31, 2011, Frost operated 15 branch offices in the Austin, TX assessment area representing 12.2% of its branches. There are no branches located in low-income tracts, five branches in moderate-income tracts, four branches are in middleincome tracts, and six branches are in upper-income tracts. As of June 30, 2012, the bank had $1.7 billion in deposits in the Austin, TX assessment area representing 9.9% of Frost s total deposits in Texas. It also represents a deposit market share of 6.5%, which includes all other bank deposits that are located in the assessment area. Wells Fargo Bank, N.A., holds the largest deposit share at 21.8%, followed by JP Morgan Chase Bank, N.A., at 16.7%, and Bank of America, N.A., at 16.4%. Many of the bank s competitors are statewide and multi-regional banks, but competition does not appear to have adversely affected the bank s ability to serve the credit needs of its assessment area, specifically in regards to small business lending. The bank originated 914 small business loans in 2010 and 2011, which represented 11.9% of its total small business lending. Frost ranked 10 th out of 111 institutions in 2010, and 13 th out of 120 institutions in 2011 in the origination of small business loans. The top ranked reporters were predominantly credit card issuers, including American Express Bank, FSB; Wells Fargo Bank, N.A.; Chase Bank USA, N.A.; Citibank SD, N.A.; and Capital One Bank USA, N.A. The bank originated 346 HMDA-reportable loans in 2010 and 2011, which represented 12.4% of the bank s total HMDA lending. Frost ranked 68 th out of 586 institutions in 2010, and 67 th out of 643 institutions in 2011 in the origination of mortgage loans. Wells Fargo Bank, N.A., ranked first in originations followed by Bank of America, N.A.; JP Morgan Chase Bank, N.A.; Wells Fargo Funding, Inc.; and CitiMortgage, Inc. Demographic Characteristics The Austin, TX assessment area is known as the Austin-Round Rock-San Marcos, TX MSA. Certain economic and demographic data is available for analysis for the Austin-Round Rock-San Marcos, TX MSA as a whole and not the specific assessment area. However, it is reasonable to believe that the data for the MSA area provides a good representation of the characteristics of the assessment area because the population of the assessment area includes 92.8% of the Austin-Round Rock-San Marcos, TX MSA, and distribution of low-, moderate-, middle-, and upper-income families for the two areas is similar according to 2000 census data. The Austin, TX assessment area is located in the central portion of the state, which is part of the 25 county region known as the Texas Hill Country. The assessment area is bordered on the east and southeast by Bastrop and Caldwell Counties, which make up the rest of the Austin-Round Rock-San Marcos, TX MSA, and on the west by Blanco and Burnet Counties. To the north are the non-metropolitan Bell and Milam Counties and to the 14

18 San Antonio, TX RSSD # Austin-Round Rock-San Marcos, TX south is the San Antonio-New Braunfels, TX MSA. The assessment area consists of 241 census tracts, including 20 low-income and 63 moderate-income tracts making up 34.4% of the assessment area census tracts. In addition, there are 91 (37.8%) middle-income, 65 (27.0%) upper-income census tracts, and 2 (0.8%) census tracts where the income is unknown. According to the 2000 Census, the assessment area population was 1,159,836, which accounts for 5.6% of the population in the state. Based on the 2010 population of 1,604,052, the assessment area has experienced an increase of 38.3% since Austin is the state capital, the largest city within the assessment area, and the 4 th largest city in the State of Texas with a 2010 population of 842,592, which accounts for 52.5% of the population in the assessment area. Other major cities in the Austin, TX assessment area are Round Rock, Cedar Park, Georgetown, Pflugerville, and San Marcos. Refer to the end of the Performance Context section for more detailed demographic information for the assessment area. Income Characteristics For purposes of classifying borrower income, this evaluation uses HUD s estimated median family income for the relevant area. The following chart sets forth the estimated median family income for the years 2010 and 2011 for the Austin-Round Rock-San Marcos, TX MSA. It also provides a range of the estimated annual family income for each income category (low, moderate, middle, and upper). According to the 2000 Census, 6.5% of the families in the assessment area lived below the poverty level. Median Family Income Levels Within the Austin-Round Rock-San Marcos, TX MSA Income Level Median Family Income $73,800 $74,900 Low-Income < $36,900 < $37,450 Moderate-Income $36,900 - $59,039 $37,450 - $59,919 Middle-Income $59,040 - $88,559 $59,920 - $89,879 Upper-Income > $88,560 > $89,880 Housing Characteristics Of total housing in the assessment area, 54.4% of the units are classified as owner-occupied while 41.1% are classified as rental units and 4.5% of the available housing is vacant. While just over a majority of the assessment area s housing units are owner-occupied, LMI tracts have a high percentage of rental units. This limits the opportunities for mortgage origination in these tracts. The median housing value for the Austin, TX assessment area in 2000 was $125.4 thousand. By 2010, this number had increased to $186.8 thousand, which is an increase of 48.9%. In the Austin-Round Rock-San Marcos, TX MSA, housing prices have generally increased prior to and throughout the recession and did not appear to have been affected as drastically during the economic downturn. According to data from the Real Estate Center at Texas A&M University, the median housing price in the Austin-Round Rock-San Marcos, TX MSA has steadily increased, and over the past nine years, the median housing price for new homes increased significantly from $118.4 thousand in 2003 to $179.3 thousand in 2011, a 51.4% increase. From 2001 through 2006, new residential construction in the Austin-Round Rock-San 15

19 San Antonio, TX RSSD # Austin-Round Rock-San Marcos, TX Marcos, TX MSA had climbed considerably but began declining prior to the review period. Between 2006 and 2011, annual permits for new single-family homes fell from 17,651 to 6,231, a decrease of 64.6%. 3 The Austin-Round Rock-San Marcos, TX MSA has fared relatively well in terms of foreclosures compared to many metropolitan areas in the country, which ranged from 1.1% to 18.9% throughout the nation in December The foreclosure rate for the Austin-Round Rock-San Marcos, TX MSA was 1.8% in December 2011, which is one of the lowest in the country and the lowest of all of Frost s assessment areas. The percentage of mortgages considered seriously delinquent (defined as more than 90 days past due or in foreclosure) decreased from 4.6% in December 2009 to 4.0% in December Overall, 7.5% of the housing stock in the assessment area is in low-income tracts. In these census tracts, 19.8% of the housing units are owner-occupied, 76.1% are rental units, and 4.1% are vacant. The median age of housing stock in these tracts is 26 years and the median housing value in low-income tracts for the Austin, TX assessment area in 2000 was $64.2 thousand. By 2010, this number had increased to $118.6 thousand, which is an 84.5% increase. Using the 2011 income level for assessment area families, and assuming an average mortgage payment equal to 28% of gross income for a 3.75% fixed-rate, 30 year loan, a home of this value would be still be considered affordable for a low-income family, although a barrier to homeownership is typically a down payment. The monthly rental payment in low-income tracts in 2010 was $756, which is less affordable than the monthly mortgage payment of $549 for a $118.6 thousand home for 30 years at 3.75% interest rate. However, 24.2% of families in low-income tracts have incomes below the poverty level, which may make it difficult to qualify for a loan. Moderate-income tracts account for 24.5% of the housing stock in the assessment area. In these census tracts, 38.7% of the housing units are owner-occupied, 57.2% are rental units, and 4.2% are vacant. The median age of housing stock in these tracts is 25 years and the median housing value was only $79.5 thousand. By 2010, the median housing value had increased 60.1% to $127.4 thousand. Using the 2011 income ranges and assuming an average mortgage payment equal to 28% of gross income for a 3.75% fixed-rate, 30 year loan, a home loan of $127.4 thousand would be attainable for LMI families, although a barrier to homeownership is typically a down payment. However, 13.9% of families in moderate-income tracts have incomes below the poverty level, which would likely restrict their ability to qualify for a mortgage loan. A large portion of the housing stock in the assessment area, at 39.5%, is in middle-income tracts. In these census tracts, 56.2% of the housing units are owner-occupied, 39.1% are rental units, and 4.8% are vacant. The median age of housing stock in these tracts is 17 years and 4.1% of families in middle-income tracts have incomes below the poverty level. The median housing value in middle-income tracts for the Austin, TX assessment area in 2000 was $112.2 thousand. By 2010, this number had increased to $164.5 thousand, which is a 46.7% increase. Finally, 28.5% of the housing stock in the assessment area is in upper-income tracts. In these census tracts, 74.5% of the housing units are owner-occupied, 20.9% are rental units, and 4.6% are vacant. The median age of housing stock in these tracts is 14 years and only 1.7% of families in upper-income tracts have incomes below the poverty level. In addition, the median housing value in upper-income tracts for the Austin, TX 3 Real Estate Center at Texas A&M University. Building Permits: MSA: San Antonio, TX. Available at: Accessed May 15, Foreclosure-Response.org: Metropolitan Delinquency and Foreclosure Data: December Available at Accessed: May 15,

20 San Antonio, TX RSSD # Austin-Round Rock-San Marcos, TX assessment area in 2000 was $184.7 thousand. By 2010, this number had increased to $280.8 thousand, which is a 52.0% increase. Employment and Economic Conditions The national average unemployment rates for 2010 and 2011 were 9.6% and 8.9%. Unemployment rates for all of the counties in the assessment area were lower than the annual unemployment rates for Texas and the national average. According to the 2000 Census, the unemployment rate was 8.7% in low-income tracts and 6.0% in moderate-income tracts. However, by 2010 the unemployment rate had increased to 10.5% and 7.5% in LMI tracts, respectively. The high unemployment rates in LMI tracts could affect loan demand from these tracts. The following chart shows unemployment rates relevant to the assessment area for 2010 and Unemployment Rates Relative to the Assessment Area National 9.6% 8.9% Texas 8.2% 7.9% Austin-Round Rock-San Marcos, TX MSA 7.1% 6.8% Hays County 6.9% 6.7% Travis County 6.9% 6.6% Williamson County 7.2% 6.9% The major industries in the market are real estate, medical, and technology. However, with the state capital headquartered in this assessment area, federal and local governments are also major employers. In 2011, there were two Fortune 500 companies located in the Austin, TX assessment area including Dell Computers and Whole Foods Market 6. The Austin-Round Rock-San Marcos, TX MSA is sometimes referred to as Silicon Hills mainly due to the large number of technology companies who make their home in the assessment area. Some of the largest employers include Austin Independent School District, City of Austin, Dell Incorporated, U.S. Government, IBM Corporation, Seton Family of Hospitals, St. David s Healthcare Partnership, State of Texas, and the University of Texas. Community Contacts and Community Development Opportunities Two community contacts were interviewed for the Austin, TX assessment area. Both contacts noted the need for alternatives to payday lending. They also mentioned the redevelopment of the East Side, which was the predominately LMI area in Austin, which has caused a displacement of low-income residence. In addition, the median housing price has jumped from $100k to $190k over recent years, making it unaffordable for LMI residence to obtain housing. The contacts said Frost has a positive reputation and is visible and active in the community. 5 Bureau of Labor Statistics: Local Area Unemployment Statistics. 6 CNNMoney: Fortune States: Texas Companies. Accessed: May 15,

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