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EX-31.1 - EXHIBIT 31.1 - PACWEST BANCORPa06301610-qexhibit311.htm
EX-32.2 - EXHIBIT 32.2 - PACWEST BANCORPa06301610-qexhibit322.htm
EX-32.1 - EXHIBIT 32.1 - PACWEST BANCORPa06301610-qexhibit321.htm
EX-31.2 - EXHIBIT 31.2 - PACWEST BANCORPa06301610-qexhibit312.htm



 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
Commission File No. 001-36408
PACWEST BANCORP
(Exact name of registrant as specified in its charter)
Delaware
 
33-0885320
(State of Incorporation)
 
(I.R.S. Employer
Identification No.)
9701 Wilshire Blvd., Suite 700
Beverly Hills, CA 90212
(Address of Principal Executive Offices, Including Zip Code)
(310) 887-8500
(Registrant's Telephone Number, Including Area Code)
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  þ      No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
    Yes  þ      No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
þ Large accelerated filer
 
o Accelerated filer
 
 
 
o Non-accelerated filer
(Do not check if a smaller reporting company)
o Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o      No  þ
As of July 27, 2016, there were 120,412,363 shares of the registrant's common stock outstanding, excluding 1,407,486 shares of unvested restricted stock.


1



PACWEST BANCORP
TABLE OF CONTENTS
 
 
 
Page
 
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
 
 
Condensed Consolidated Balance Sheets (Unaudited)
 
Condensed Consolidated Statements of Earnings (Unaudited)
 
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
Condensed Consolidated Statement Changes in Stockholders' Equity (Unaudited)
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
 
PART II. OTHER INFORMATION
 
 
 
Item 1.
Legal Proceedings
Item 1A.
Risk Factors
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Index to Exhibits
Signatures




2



PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
June 30,
 
December 31,
 
2016
 
2015
 
(Unaudited)
 
(Dollars in thousands)
ASSETS:
 
 
 
Cash and due from banks
$
226,471

 
$
161,020

Interest-earning deposits in financial institutions
218,882

 
235,466

Total cash and cash equivalents
445,353

 
396,486

Securities available-for-sale, at fair value
3,347,546

 
3,559,437

Federal Home Loan Bank stock, at cost
24,214

 
19,710

Total investment securities
3,371,760

 
3,579,147

Gross loans and leases
14,703,326

 
14,528,165

Deferred fees, net
(61,866
)
 
(49,911
)
Allowance for loan and lease losses
(143,289
)
 
(115,111
)
Total loans and leases, net
14,498,171

 
14,363,143

Equipment leased to others under operating leases
204,062

 
197,452

Premises and equipment, net
38,718

 
39,197

Foreclosed assets, net
16,181

 
22,120

Goodwill
2,175,791

 
2,176,291

Core deposit and customer relationship intangibles, net
43,766

 
53,220

Deferred tax asset, net
24,413

 
126,389

Other assets
328,924

 
335,045

Total assets
$
21,147,139

 
$
21,288,490

 
 
 
 
LIABILITIES:
 
 
 
Noninterest-bearing deposits
$
6,222,696

 
$
6,171,455

Interest-bearing deposits
8,925,313

 
9,494,727

Total deposits
15,148,009

 
15,666,182

Borrowings
918,208

 
621,914

Subordinated debentures
439,322

 
436,000

Accrued interest payable and other liabilities
128,296

 
166,703

Total liabilities
16,633,835

 
16,890,799

 
 
 
 
Commitments and contingencies (Note 8)


 


 
 
 
 
STOCKHOLDERS' EQUITY:
 
 
 
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued and outstanding)

 

Common stock ($0.01 par value, 200,000,000 shares authorized at June 30, 2016 and December 31, 2015;
 
 
 
123,317,742 and 122,791,729 shares issued, respectively, including 1,407,486 and 1,211,951 shares of
 
 
 
unvested restricted stock, respectively)
1,233

 
1,228

Additional paid-in capital
4,299,259

 
4,405,775

Retained earnings
186,531

 
13,907

Treasury stock, at cost (1,497,893 and 1,378,002 shares at June 30, 2016 and December 31, 2015)
(55,463
)
 
(51,047
)
Accumulated other comprehensive income, net
81,744

 
27,828

Total stockholders' equity
4,513,304

 
4,397,691

Total liabilities and stockholders' equity
$
21,147,139

 
$
21,288,490


See Notes to Condensed Consolidated Financial Statements.

3



PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
 
(Dollars in thousands, except per share data)
Interest income:
 
 
 
 
 
 
 
 
 
Loans and leases
$
224,326

 
$
236,375

 
$
203,781

 
$
460,701

 
$
405,878

Investment securities
22,420

 
22,547

 
14,570

 
44,967

 
26,765

Deposits in financial institutions
308

 
308

 
104

 
616

 
126

Total interest income
247,054

 
259,230

 
218,455

 
506,284

 
432,769

Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
7,823

 
9,073

 
11,233

 
16,896

 
21,712

Borrowings
352

 
581

 
88

 
933

 
323

Subordinated debentures
5,122

 
4,982

 
4,582

 
10,104

 
9,107

Total interest expense
13,297

 
14,636

 
15,903

 
27,933

 
31,142

Net interest income
233,757

 
244,594

 
202,552

 
478,351

 
401,627

Provision for credit losses
13,903

 
20,140

 
6,529

 
34,043

 
22,963

Net interest income after provision for credit losses
219,854

 
224,454

 
196,023

 
444,308

 
378,664

Noninterest income:
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
3,633

 
3,856

 
2,612

 
7,489

 
5,186

Other commissions and fees
11,073

 
11,489

 
7,123

 
22,562

 
12,519

Leased equipment income
8,523

 
8,244

 
5,375

 
16,767

 
10,757

Gain on sale of loans and leases
388

 
245

 
163

 
633

 
163

Gain (loss) on sale of securities
478

 
8,110

 
(186
)
 
8,588

 
3,089

FDIC loss sharing expense, net
(6,502
)
 
(2,415
)
 
(5,107
)
 
(8,917
)
 
(9,506
)
Other income
4,528

 
5,010

 
9,643

 
9,538

 
18,286

Total noninterest income
22,121

 
34,539

 
19,623

 
56,660

 
40,494

Noninterest expense:
 
 
 
 
 
 
 
 
 
Compensation
62,174

 
61,065

 
49,033

 
123,239

 
96,770

Occupancy
12,193

 
12,632

 
10,588

 
24,825

 
21,188

Data processing
5,644

 
5,904

 
4,402

 
11,548

 
8,710

Other professional services
3,223

 
3,572

 
3,332

 
6,795

 
6,553

Insurance and assessments
4,951

 
4,965

 
4,716

 
9,916

 
7,741

Intangible asset amortization
4,371

 
4,746

 
1,502

 
9,117

 
3,003

Leased equipment depreciation
5,286

 
5,024

 
3,103

 
10,310

 
6,206

Foreclosed assets income, net
(3
)
 
(561
)
 
(2,340
)
 
(564
)
 
(2,004
)
Acquisition, integration and reorganization costs

 
200

 
900

 
200

 
2,900

Other expense
12,242

 
13,141

 
10,040

 
25,383

 
18,569

Total noninterest expense
110,081

 
110,688

 
85,276

 
220,769

 
169,636

Earnings before income taxes
131,894

 
148,305

 
130,370

 
280,199

 
249,522

Income tax expense
(49,726
)
 
(57,849
)
 
(45,287
)
 
(107,575
)
 
(91,360
)
Net earnings
$
82,168

 
$
90,456

 
$
85,083

 
$
172,624

 
$
158,162

 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
Basic
$
0.68

 
$
0.74

 
$
0.83

 
$
1.42

 
$
1.54

Diluted
$
0.68

 
$
0.74

 
$
0.83

 
$
1.42

 
$
1.54

Dividends declared per share
$
0.50

 
$
0.50

 
$
0.50

 
$
1.00

 
$
1.00


See Notes to Condensed Consolidated Financial Statements.


4



PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
 
(In thousands)
Net earnings
$
82,168

 
$
90,456

 
$
85,083

 
$
172,624

 
$
158,162

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized net holding gains (losses) on securities
 
 
 
 
 
 
 
 
 
available-for-sale arising during the period
56,514

 
43,093

 
(21,213
)
 
99,607

 
(13,850
)
Income tax (expense) benefit related to net unrealized
 
 
 
 
 
 
 
 
 
holding gains (losses) arising during the period
(22,965
)
 
(17,655
)
 
8,614

 
(40,620
)
 
5,509

Unrealized net holding gains (losses) on securities
 
 
 
 
 
 
 
 
 
available-for-sale, net of tax
33,549

 
25,438

 
(12,599
)
 
58,987

 
(8,341
)
Reclassification adjustment for net (gains) losses
 
 
 
 
 
 
 
 
 
included in net earnings (1)
(478
)
 
(8,110
)
 
186

 
(8,588
)
 
(3,089
)
Income tax expense (benefit) related to reclassification
 
 
 
 
 
 
 
 
 
adjustment
194

 
3,323

 
(76
)
 
3,517

 
1,305

Reclassification adjustment for net (gains) losses
 
 
 
 
 
 
 
 
 
included in net earnings, net of tax
(284
)
 
(4,787
)
 
110

 
(5,071
)
 
(1,784
)
Other comprehensive income (loss), net of tax
33,265

 
20,651

 
(12,489
)
 
53,916

 
(10,125
)
Comprehensive income
$
115,433

 
$
111,107

 
$
72,594

 
$
226,540

 
$
148,037

___________________________________ 
(1)
Entire amounts are recognized in "Gain (loss) on sale of securities" on the Condensed Consolidated Statements of Earnings.

See Notes to Condensed Consolidated Financial Statements.


5



PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 
Six Months Ended June 30, 2016
 
Common Stock
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Additional
 
 
 
 
 
Other
 
 
 
 
 
Par
 
Paid-in
 
Retained
 
Treasury
 
Comprehensive
 
 
 
Shares
 
Value
 
Capital
 
Earnings
 
Stock
 
Income
 
Total
 
(Unaudited)
 
(Dollars in thousands)
Balance, December 31, 2015
121,413,727

 
$
1,228

 
$
4,405,775

 
$
13,907

 
$
(51,047
)
 
$
27,828

 
$
4,397,691

Net earnings

 

 

 
172,624

 

 

 
172,624

Other comprehensive income - net
 
 
 
 
 
 
 
 
 
 
 
 
 
unrealized gain on securities
 
 
 
 
 
 
 
 
 
 
 
 
 
available-for-sale, net of tax

 

 

 

 

 
53,916

 
53,916

Restricted stock awarded and
 
 
 
 
 
 
 
 
 
 
 
 
 
earned stock compensation,
 
 
 
 
 
 
 
 
 
 
 
 
 
net of shares forfeited
526,013

 
5

 
11,595

 

 

 

 
11,600

Restricted stock surrendered
(119,891
)
 

 

 

 
(4,416
)
 

 
(4,416
)
Tax effect from vesting of
 
 
 
 
 
 
 
 
 
 
 
 
 
restricted stock

 

 
3,683

 

 

 

 
3,683

Cash dividends paid

 

 
(121,794
)
 

 

 

 
(121,794
)
Balance, June 30, 2016
121,819,849

 
$
1,233

 
$
4,299,259

 
$
186,531

 
$
(55,463
)
 
$
81,744

 
$
4,513,304




See Notes to Condensed Consolidated Financial Statements.



6



PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
(Unaudited)
 
(Dollars in thousands)
Cash flows from operating activities:
 
 
 
Net earnings
$
172,624

 
$
158,162

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
43,813

 
22,087

Provision for credit losses
34,043

 
22,963

(Gain) loss on sale of foreclosed assets
(534
)
 
126

Provision for losses on foreclosed assets

 
406

Gain on sale of loans and leases
(633
)
 
(163
)
Gain on sale of premises and equipment
(23
)
 
(11
)
Gain on sale of securities
(8,588
)
 
(3,089
)
Unrealized gain on derivatives and foreign currencies, net
(569
)
 
(1,226
)
Earned stock compensation
11,600

 
8,074

Loss on sale of leasing unit
720

 

Tax effect included in stockholders' equity of restricted stock vesting
(3,683
)
 
(401
)
Decrease in accrued and deferred income taxes, net
68,466

 
72,169

(Increase) decrease in other assets
(2,388
)
 
26,443

Decrease in accrued interest payable and other liabilities
(40,683
)
 
(26,541
)
   Net cash provided by operating activities
274,165

 
278,999

 
 
 
 
Cash flows from investing activities:
 
 
 
Net increase in loans and leases
(380,289
)
 
(169,071
)
Proceeds from sales of loans and leases
78,888

 
3,784

Securities available-for-sale:
 
 
 
Proceeds from maturities and paydowns
117,684

 
63,741

Proceeds from sales
353,374

 
159,548

Purchases
(177,644
)
 
(375,156
)
Net (purchases) redemptions of Federal Home Loan Bank stock
(4,504
)
 
23,359

Proceeds from sales of foreclosed assets
6,602

 
14,610

Purchases of premises and equipment, net
(3,951
)
 
(3,407
)
Proceeds from sales of premises and equipment
24

 
63

Proceeds from sale of leasing unit
138,955

 

Proceeds from BOLI death benefit
1,853

 

Net increase of equipment leased to others under operating leases
(16,060
)
 

   Net cash provided by (used in) investing activities
114,932

 
(282,529
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Net increase (decrease) in deposits:
 
 
 
   Noninterest-bearing
53,387

 
461,107

   Interest-bearing
(569,414
)
 
361,330

Net increase (decrease) in borrowings
298,324

 
(380,651
)
Restricted stock surrendered
(4,416
)
 
(8,336
)
Tax effect included in stockholders' equity of restricted stock vesting
3,683

 
401

Cash dividends paid
(121,794
)
 
(102,916
)
   Net cash (used in) provided by financing activities
(340,230
)
 
330,935

Net increase in cash and cash equivalents
48,867

 
327,405

Cash and cash equivalents at beginning of period
396,486

 
313,226

Cash and cash equivalents at end of period
$
445,353

 
$
640,631

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
28,558

 
$
29,006

Cash paid for income taxes
44,908

 
6,076

Loans transferred to foreclosed assets
129

 
3,089

  
See Notes to Condensed Consolidated Financial Statements.


7


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 1.  Organization    
PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as the holding company for our wholly-owned banking subsidiary, Pacific Western Bank. References to "Pacific Western" or the "Bank" refer to Pacific Western Bank together with its wholly-owned subsidiaries. References to “we,” "us," “our,” or the “Company,” refer to PacWest Bancorp together with its subsidiaries on a consolidated basis. When we refer to “PacWest” or to the holding company, we are referring to PacWest Bancorp, the parent company, on a stand‑alone basis. As of June 30, 2016, the Company had total assets of $21.1 billion, gross loans and leases of $14.7 billion, total deposits of $15.1 billion and total stockholders' equity of $4.5 billion.
We are focused on relationship-based business banking to small, middle-market and venture-backed businesses nationwide. The Bank offers a broad range of loan and lease and deposit products and services through 79 full-service branches located throughout the State of California, one branch located in Durham, North Carolina, and several loan production offices located in cities across the country. The Bank provides commercial banking services, including real estate, construction, and commercial loans and leases, and comprehensive deposit and treasury management services to small and middle-market businesses. Pacific Western offers additional products and services through its CapitalSource and Square 1 Bank divisions. CapitalSource provides cash flow, asset-based, equipment and real estate loans and treasury management services to established middle-market businesses on a national basis. Square 1 Bank offers a comprehensive suite of financial services focused on entrepreneurial businesses and their venture capital and private equity investors, with offices located in key innovation hubs across the United States. In addition, we provide investment advisory and asset management services to select clients through Square 1 Asset Management, Inc., a wholly-owned subsidiary of the Bank and a SEC-registered investment adviser. When we refer to "CapitalSource Inc." we are referring to the company acquired on April 7, 2014 and when we refer to the "CapitalSource Division" we are referring to a division of Pacific Western.
We generate our revenue primarily from interest received on loans and leases and, to a lesser extent, from interest received on investment securities, and fees received in connection with deposit services, extending credit and other services offered, including foreign exchange services. Our major operating expenses are compensation, occupancy, general operating expenses, and the interest paid by the Bank on deposits and borrowings.
We have completed 28 acquisitions from May 1, 2000 through June 30, 2016, including the acquisition of Square 1 Financial, Inc. on October 6, 2015. Our acquisitions have been accounted for using the acquisition method of accounting and, accordingly, the operating results of the acquired entities have been included in the consolidated financial statements from their respective acquisition dates. See Note 2. Acquisitions, for more information about the Square 1 acquisition.
On March 31, 2016, we sold our Pacific Western Equipment Finance ("PWEF") leasing unit in Midvale, Utah, including approximately $139 million of outstanding lease balances.
Significant Accounting Policies
Except as discussed below, our accounting policies are described in Note 1, Nature of Operations and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission ("Form 10-K").
Basis of Presentation    
Our interim consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, certain disclosures accompanying annual consolidated financial statements are omitted. In the opinion of management, all significant intercompany accounts and transactions have been eliminated and adjustments, consisting solely of normal recurring accruals and considered necessary for the fair presentation of financial statements for the interim periods, have been included. The current period's results of operations are not necessarily indicative of the results that ultimately may be achieved for the year. The interim consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K.
 

8


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Use of Estimates
We have made a number of estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these condensed consolidated financial statements in conformity with U.S. GAAP. Material estimates subject to change in the near term include, among other items, the allowance for credit losses, the carrying value and useful lives of intangible assets, the realization of deferred tax assets, and the fair value estimates of assets acquired and liabilities assumed in acquisitions. These estimates may be adjusted as more current information becomes available, and any adjustment may be significant.
As described in Note 2, Acquisitions, the acquired assets and liabilities of Square 1 were measured at their estimated fair values. We made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and assumed liabilities.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period's presentation format. The operating segments previously reported have been aggregated to one segment to conform to the current period's presentation format.
Note 2.  Acquisitions    
Square 1 Financial, Inc. Acquisition
We acquired Square 1 Financial, Inc. ("Square 1") on October 6, 2015. As part of the acquisition, Square 1 Bank, a wholly-owned subsidiary of Square 1, merged with and into Pacific Western. At closing, we formed the Square 1 Bank Division of the Bank to focus on providing a comprehensive suite of financial services to entrepreneurial businesses and their venture capital and private equity investors nationwide. When we refer to Square 1, we are referring to the company acquired on October 6, 2015, and when we refer to the Square 1 Bank Division, we are referring to a division of Pacific Western.
We completed this acquisition to increase our core deposits, expand our nationwide lending platform, and increase our presence in the technology and life-sciences credit markets. The Square 1 acquisition has been accounted for under the acquisition method of accounting. We acquired $4.6 billion of assets and assumed $3.8 billion of liabilities upon closing of the acquisition. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. We made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and liabilities. Such fair values are preliminary estimates and are subject to adjustment for up to one year after the acquisition date or when additional information relative to the closing date fair values becomes available and such information is considered final, whichever is earlier. The fair value of the acquired net tax assets, once the final tax returns have been filed, may change. The application of the acquisition method of accounting resulted in goodwill of $447.9 million. All of the recognized goodwill is expected to be non-deductible for tax purposes.


9


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 3.  Goodwill and Other Intangible Assets
Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. Our intangible assets with definite lives are core deposit intangibles ("CDI") and customer relationship intangibles ("CRI").
Goodwill and other intangible assets deemed to have indefinite lives generated from business combinations are not subject to amortization and are instead tested for impairment no less than annually. Impairment exists when the carrying value of goodwill exceeds its implied fair value. An impairment loss would be recognized in an amount equal to that excess and would be included in “Noninterest expense” in the condensed consolidated statements of earnings.
CDI and CRI are amortized over their respective estimated useful lives and reviewed for impairment at least quarterly. The amortization expense represents the estimated decline in the value of the underlying deposits or loan and lease customers acquired. The weighted average amortization period remaining for all of our CDI and CRI as of June 30, 2016 is 5.8 years. The aggregate CDI and CRI amortization expense is expected to be $16.5 million for 2016. The estimated aggregate amortization expense related to these intangible assets for each of the next five years is $11.5 million for 2017, $8.8 million for 2018, $6.7 million for 2019, $4.7 million for 2020, and $3.0 million for 2021.
The following table presents the changes in the carrying amount of goodwill for the period indicated:    
 
Goodwill
 
(In thousands)
Balance, December 31, 2015
$
2,176,291

Reduction due to sale of PWEF leasing unit
(500
)
Balance, June 30, 2016
$
2,175,791

Through the sale of the PWEF leasing unit, $0.5 million of goodwill was allocated to this business group; such goodwill reduction is included in the $0.7 million loss on sale of the PWEF leasing unit and included in "Other income" in the condensed consolidated statement of earnings.
The following table presents the changes in CDI and CRI and the related accumulated amortization for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Gross Amount of CDI and CRI:
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
93,824

 
$
95,524

 
$
53,090

 
$
95,524

 
$
53,090

Fully amortized portion
(17,311
)
 

 

 
(17,311
)
 

Reduction due to sale of PWEF leasing unit

 
(1,700
)
 

 
(1,700
)
 

Balance, end of period
76,513

 
93,824

 
53,090

 
76,513

 
53,090

Accumulated Amortization:
 
 
 
 
 
 
 
 
 
Balance, beginning of period
(45,687
)
 
(42,304
)
 
(37,387
)
 
(42,304
)
 
(35,886
)
Amortization
(4,371
)
 
(4,746
)
 
(1,502
)
 
(9,117
)
 
(3,003
)
Fully amortized portion
17,311

 

 

 
17,311

 

Reduction due to sale of PWEF leasing unit

 
1,363

 

 
1,363

 

Balance, end of period
(32,747
)
 
(45,687
)
 
(38,889
)
 
(32,747
)
 
(38,889
)
Net CDI and CRI, end of period
$
43,766

 
$
48,137

 
$
14,201

 
$
43,766

 
$
14,201


10


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 4. Investment Securities     
Securities Available-for-Sale
The following table presents amortized cost, gross unrealized gains and losses, and carrying values of securities available-for-sale as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
 
 
Gross
 
Gross
 
 
 
 
 
Gross
 
Gross
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
Security Type:
Cost
 
Gains
 
Losses
 
Value
 
Cost
 
Gains
 
Losses
 
Value
 
(In thousands)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government agency and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
government-sponsored enterprise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
pass-through securities
$
509,895

 
$
11,108

 
$
(484
)
 
$
520,519

 
$
660,069

 
$
11,517

 
$
(3,746
)
 
$
667,840

Government agency and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
government-sponsored enterprise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
collateralized mortgage obligations
161,207

 
4,158

 
(154
)
 
165,211

 
193,148

 
2,633

 
(1,026
)
 
194,755

Private label collateralized
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
mortgage obligations
144,935

 
5,385

 
(751
)
 
149,569

 
140,065

 
5,837

 
(1,106
)
 
144,796

Municipal securities
1,449,194

 
104,093

 
(1
)
 
1,553,286

 
1,508,968

 
39,435

 
(1,072
)
 
1,547,331

Government agency and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
government-sponsored enterprise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
commercial mortgage-backed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
securities
449,096

 
15,584

 
(281
)
 
464,399

 
392,729

 
1,509

 
(2,797
)
 
391,441

Corporate debt securities
47,218

 
935

 
(1,426
)
 
46,727

 
49,047

 
327

 
(950
)
 
48,424

Collateralized loan obligations
155,309

 
376

 
(1,798
)
 
153,887

 
133,192

 
128

 
(1,131
)
 
132,189

SBA securities
195,621

 
1,977

 
(297
)
 
197,301

 
211,946

 
41

 
(830
)
 
211,157

US Treasury securities

 

 

 

 
70,196

 

 
(816
)
 
69,380

Government-sponsored enterprise debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
securities

 

 

 

 
36,302

 
611

 

 
36,913

Asset-backed and other securities
96,910

 
439

 
(702
)
 
96,647

 
116,723

 
119

 
(1,631
)
 
115,211

Total
$
3,209,385

 
$
144,055

 
$
(5,894
)
 
$
3,347,546

 
$
3,512,385

 
$
62,157

 
$
(15,105
)
 
$
3,559,437

As of June 30, 2016, securities available‑for‑sale with a carrying value of $442.9 million were pledged as collateral for borrowings, public deposits and other purposes as required by various statutes and agreements.
During the three months ended June 30, 2016, we sold $9.9 million of primarily municipal securities for a gross realized gain of $0.6 million and a gross realized loss of $0.1 million. During the three months ended June 30, 2015, we sold $14.8 million of municipal securities for a gross realized gain of $0.1 million and a gross realized loss of $0.3 million.
During the six months ended June 30, 2016, we sold $344.8 million of various securities, primarily government agency and government-sponsored enterprise ("GSE") pass-through securities and collateralized mortgage obligations, U.S. Treasury securities and GSE debt securities, for a gross realized gain of $9.5 million and a gross realized loss of $0.9 million. During the six months ended June 30, 2015, we sold $156.5 million of government agency and GSE pass-through securities, corporate debt securities, and municipal securities for a gross realized gain of $3.8 million and a gross realized loss of $0.7 million.

11


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Unrealized Losses on Securities Available-for-Sale
The following tables present the gross unrealized losses and fair values of securities available-for-sale that were in unrealized loss positions, for which other-than-temporary impairments have not been recognized in earnings, as of the dates indicated:
 
June 30, 2016
 
Less Than 12 Months
 
12 Months or More
 
Total
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
Security Type:
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
 
(In thousands)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise pass-through
 
 
 
 
 
 
 
 
 
 
 
securities
$
142,069

 
$
(465
)
 
$
4,618

 
$
(19
)
 
$
146,687

 
$
(484
)
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise collateralized
 
 
 
 
 
 
 
 
 
 
 
mortgage obligations
31,379

 
(154
)
 

 

 
31,379

 
(154
)
Private label collateralized mortgage
 
 
 
 
 
 
 
 
 
 
 
obligations
49,862

 
(534
)
 
3,058

 
(217
)
 
52,920

 
(751
)
Municipal securities
7,465

 
(1
)
 

 

 
7,465

 
(1
)
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise commercial
 
 
 
 
 
 
 
 
 
 
 
mortgage-backed securities
43,039

 
(281
)
 

 

 
43,039

 
(281
)
Corporate debt securities
28,792

 
(1,426
)
 

 

 
28,792

 
(1,426
)
Collateralized loan obligations
58,145

 
(685
)
 
53,825

 
(1,113
)
 
111,970

 
(1,798
)
SBA securities
53,519

 
(297
)
 

 

 
53,519

 
(297
)
Asset-backed and other securities
41,628

 
(170
)
 
20,993

 
(532
)
 
62,621

 
(702
)
     Total
$
455,898

 
$
(4,013
)
 
$
82,494

 
$
(1,881
)
 
$
538,392

 
$
(5,894
)

12


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
December 31, 2015
 
Less Than 12 Months
 
12 Months or More
 
Total
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
Security Type:
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
 
(In thousands)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise pass-through
 
 
 
 
 
 
 
 
 
 
 
securities
$
352,042

 
$
(3,480
)
 
$
9,342

 
$
(266
)
 
$
361,384

 
$
(3,746
)
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise collateralized
 
 
 
 
 
 
 
 
 
 
 
mortgage obligations
117,786

 
(1,026
)
 

 

 
117,786

 
(1,026
)
Private label collateralized mortgage
 
 
 
 
 
 
 
 
 
 
 
obligations
93,533

 
(1,000
)
 
1,638

 
(106
)
 
95,171

 
(1,106
)
Municipal securities
126,892

 
(1,061
)
 
531

 
(11
)
 
127,423

 
(1,072
)
Government agency and government-
 
 
 
 
 
 
 
 
 
 
 
sponsored enterprise commercial
 
 
 
 
 
 
 
 
 
 
 
mortgage-backed securities
236,098

 
(2,156
)
 
14,230

 
(641
)
 
250,328

 
(2,797
)
US Treasury securities
69,380

 
(816
)
 

 

 
69,380

 
(816
)
Corporate debt securities
29,379

 
(950
)
 

 

 
29,379

 
(950
)
Collateralized loan obligations
100,993

 
(1,131
)
 

 

 
100,993

 
(1,131
)
SBA securities
179,942

 
(830
)
 

 

 
179,942

 
(830
)
Asset-backed and other securities
71,619

 
(1,182
)
 
16,091

 
(449
)
 
87,710

 
(1,631
)
Total
$
1,377,664

 
$
(13,632
)
 
$
41,832

 
$
(1,473
)
 
$
1,419,496

 
$
(15,105
)
We reviewed the securities that were in a loss position at June 30, 2016, and concluded their unrealized losses were not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to repay. Such unrealized losses were a result of the level of market interest rates and pricing changes caused by shifting supply and demand dynamics relative to the types of securities. Accordingly, we determined the securities were temporarily impaired and we did not recognize such impairment in the condensed consolidated statements of earnings. Although we occasionally sell securities for portfolio management purposes, we do not foresee having to sell any temporarily impaired securities strictly for liquidity needs and believe that it is more likely than not we would not be required to sell any temporarily impaired securities before recovery of their amortized cost.
Contractual Maturities of Securities Available-for-Sale
The following table presents the contractual maturities of our available-for-sale securities portfolio based on amortized cost and carrying value as of the date indicated:
 
June 30, 2016
 
Amortized
 
Fair
Maturity:
Cost
 
Value
 
(In thousands)
Due in one year or less
$
14,761

 
$
14,834

Due after one year through five years
230,982

 
235,996

Due after five years through ten years
713,952

 
736,838

Due after ten years
2,249,690

 
2,359,878

Total securities available-for-sale
$
3,209,385

 
$
3,347,546

Mortgage-backed securities have contractual terms to maturity, but require periodic payments to reduce principal. In addition, expected maturities may differ from contractual maturities because obligors and/or issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

13


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Interest Income on Investment Securities
The following table presents the composition of our interest income on investment securities for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Taxable interest
$
11,406

 
$
11,396

 
$
7,577

 
$
22,802

 
$
15,050

Non-taxable interest
10,503

 
10,726

 
4,808

 
21,229

 
8,702

Dividend income
511

 
425

 
2,185

 
936

 
3,013

Total interest income on investment securities
$
22,420

 
$
22,547

 
$
14,570

 
$
44,967

 
$
26,765

Note 5.  Loans and Leases
The Company’s loan and lease portfolio includes originated and purchased loans and leases. Originated and purchased loans and leases for which there was no evidence of credit deterioration at their acquisition date and for which it was probable that all contractually required payments would be collected, are referred to collectively as non-purchased credit impaired loans, or "Non-PCI loans." Purchased loans for which there was, at the acquisition date, evidence of credit deterioration since their origination and for which it was deemed probable that we would be unable to collect all contractually required payments, are referred to as purchased credit impaired loans, or "PCI loans".
Non-PCI loans are carried at the principal amount outstanding, net of deferred fees and costs, and in the case of acquired loans, net of purchase discounts and premiums. Deferred fees and costs and purchase discounts and premiums are recognized as an adjustment to interest income over the contractual life of the loans using the effective interest method or taken into income on an accelerated basis when the related loans are paid off or sold.
PCI loans are accounted for in accordance with ASC Subtopic 310‑30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality". For PCI loans, at the time of acquisition we (i) calculate the contractual amount and timing of undiscounted principal and interest payments (the "undiscounted contractual cash flows") and (ii) estimate the amount and timing of undiscounted expected principal and interest payments (the "undiscounted expected cash flows"). The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The difference between the undiscounted cash flows expected to be collected and the estimated fair value of the acquired loans is the accretable yield. The nonaccretable difference represents an estimate of the loss exposure of principal and interest related to the PCI loan portfolio; such amount is subject to change over time based on the performance of such loans. The carrying value of PCI loans is reduced by payments received, both principal and interest, and increased by the portion of the accretable yield recognized as interest income.
The following table summarizes the composition of our loan and lease portfolio as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
Non-PCI
 
 
 
 
 
Non-PCI
 
 
 
 
 
Loans
 
PCI
 
 
 
Loans
 
PCI
 
 
 
and Leases
 
Loans
 
Total
 
and Leases
 
Loans
 
Total
 
(In thousands)
Real estate mortgage
$
5,581,646

 
$
120,633

 
$
5,702,279

 
$
5,706,903

 
$
168,725

 
$
5,875,628

Real estate construction and land
706,493

 
2,700

 
709,193

 
534,307

 
2,656

 
536,963

Commercial
8,065,687

 
13,311

 
8,078,998

 
7,977,067

 
17,415

 
7,994,482

Consumer
212,599

 
257

 
212,856

 
120,793

 
299

 
121,092

Total gross loans and leases
14,566,425

 
136,901

 
14,703,326

 
14,339,070

 
189,095

 
14,528,165

Deferred fees, net
(61,845
)
 
(21
)
 
(61,866
)
 
(49,861
)
 
(50
)
 
(49,911
)
Total loans and leases, net of deferred fees
14,504,580

 
136,880

 
14,641,460

 
14,289,209

 
189,045

 
14,478,254

Allowance for loan and lease losses
(132,000
)
 
(11,289
)
 
(143,289
)
 
(105,534
)
 
(9,577
)
 
(115,111
)
Total net loans and leases
$
14,372,580

 
$
125,591

 
$
14,498,171

 
$
14,183,675

 
$
179,468

 
$
14,363,143




14


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Non‑Purchased Credit Impaired (Non‑PCI) Loans and Leases
The following tables present an aging analysis of our Non‑PCI loans and leases by portfolio segment and class as of the dates indicated:
 
June 30, 2016
 
30 - 89
 
90 or More
 
 
 
 
 
 
 
Days
 
Days
 
Total
 
 
 
 
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
 
(In thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
Commercial
$
5,400

 
$
14,244

 
$
19,644

 
$
4,446,762

 
$
4,466,406

Residential
442

 
1,896

 
2,338

 
1,094,636

 
1,096,974

Total real estate mortgage
5,842

 
16,140

 
21,982

 
5,541,398

 
5,563,380

Real estate construction and land:
 
 
 
 
 
 
 
 
 
Commercial

 

 

 
414,466

 
414,466

Residential

 

 

 
281,767

 
281,767

Total real estate construction and land

 

 

 
696,233

 
696,233

Commercial:
 
 
 
 
 
 
 
 
 
Cash flow
458

 
1,852

 
2,310

 
3,039,552

 
3,041,862

Asset-based

 

 

 
2,682,264

 
2,682,264

Venture capital
3,548

 

 
3,548

 
1,657,719

 
1,661,267

Equipment finance
41,361

 
2,509

 
43,870

 
603,070

 
646,940

Total commercial
45,367

 
4,361

 
49,728

 
7,982,605

 
8,032,333

Consumer

 
4

 
4

 
212,630

 
212,634

Total Non-PCI loans and leases
$
51,209

 
$
20,505

 
$
71,714

 
$
14,432,866

 
$
14,504,580


 
December 31, 2015
 
30 - 89
 
90 or More
 
 
 
 
 
 
 
Days
 
Days
 
Total
 
 
 
 
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
 
(In thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
Commercial
$
3,947

 
$
13,075

 
$
17,022

 
$
4,534,936

 
$
4,551,958

Residential
3,391

 
905

 
4,296

 
1,131,809

 
1,136,105

Total real estate mortgage
7,338

 
13,980

 
21,318

 
5,666,745

 
5,688,063

Real estate construction and land:
 
 
 
 
 
 
 
 
 
Commercial

 

 

 
343,360

 
343,360

Residential

 

 

 
184,360

 
184,360

Total real estate construction and land

 

 

 
527,720

 
527,720

Commercial:
 
 
 
 
 
 
 
 
 
Cash flow
2,048

 
1,427

 
3,475

 
3,058,793

 
3,062,268

Asset-based
1

 

 
1

 
2,547,532

 
2,547,533

Venture capital
250

 
700

 
950

 
1,451,477

 
1,452,427

Equipment finance
359

 
94

 
453

 
889,896

 
890,349

Total commercial
2,658

 
2,221

 
4,879

 
7,947,698

 
7,952,577

Consumer
626

 
1,307

 
1,933

 
118,916

 
120,849

Total Non-PCI loans and leases
$
10,622

 
$
17,508

 
$
28,130

 
$
14,261,079

 
$
14,289,209


15


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


It is the Company's policy to discontinue accruing interest when, in the opinion of management, there is a reasonable doubt as to the collectability of a loan or lease in the normal course of business or when principal or interest payments are past due 90 days or more unless the loan is both well secured and in the process of collection. Interest income on nonaccrual loans is recognized only to the extent cash is received and the principal balance of the loan is deemed collectable.
The following table presents our nonaccrual and performing Non‑PCI loans and leases by portfolio segment and class as of the dates indicated:  
 
June 30, 2016
 
December 31, 2015
 
Nonaccrual
 
Performing
 
Total
 
Nonaccrual
 
Performing
 
Total
 
(In thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
29,183

 
$
4,437,223

 
$
4,466,406

 
$
52,363

 
$
4,499,595

 
$
4,551,958

Residential
4,238

 
1,092,736

 
1,096,974

 
4,914

 
1,131,191

 
1,136,105

Total real estate mortgage
33,421

 
5,529,959

 
5,563,380

 
57,277

 
5,630,786

 
5,688,063

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial

 
414,466

 
414,466

 

 
343,360

 
343,360

Residential
368

 
281,399

 
281,767

 
372

 
183,988

 
184,360

Total real estate construction and land
368

 
695,865

 
696,233

 
372

 
527,348

 
527,720

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
38,146

 
3,003,716

 
3,041,862

 
15,800

 
3,046,468

 
3,062,268

Asset-based
1,986

 
2,680,278

 
2,682,264

 
2,505

 
2,545,028

 
2,547,533

Venture capital
1,088

 
1,660,179

 
1,661,267

 
124

 
1,452,303

 
1,452,427

Equipment finance
52,432

 
594,508

 
646,940

 
51,410

 
838,939

 
890,349

Total commercial
93,652

 
7,938,681

 
8,032,333

 
69,839

 
7,882,738

 
7,952,577

Consumer
214

 
212,420

 
212,634

 
1,531

 
119,318

 
120,849

Total Non-PCI loans and leases
$
127,655

 
$
14,376,925

 
$
14,504,580

 
$
129,019

 
$
14,160,190

 
$
14,289,209

At June 30, 2016, nonaccrual loans and leases totaled $127.7 million and included $20.5 million of loans and leases 90 or more days past due, $45.0 million of loans and leases 30 to 89 days past due, and $62.2 million of loans and leases current with respect to contractual payments that were placed on nonaccrual status based on management’s judgment regarding their collectability. Nonaccrual loans and leases totaled $129.0 million at December 31, 2015, including $16.8 million of the loans and leases 90 or more days past due, $3.6 million of loans and leases 30 to 89 days past due, and $108.6 million of current loans and leases that were placed on nonaccrual status based on management’s judgment regarding their collectability.

16


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


The following table presents the credit risk rating categories for Non‑PCI loans and leases by portfolio segment and class as of the dates indicated. Nonclassified loans and leases are those with a credit risk rating of either pass or special mention, while classified loans and leases are those with a credit risk rating of either substandard or doubtful.
 
June 30, 2016
 
December 31, 2015
 
Classified
 
Nonclassified
 
Total
 
Classified
 
Nonclassified
 
Total
 
(In thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
99,573

 
$
4,366,833

 
$
4,466,406

 
$
98,436

 
$
4,453,522

 
$
4,551,958

Residential
15,256

 
1,081,718

 
1,096,974

 
12,627

 
1,123,478

 
1,136,105

Total real estate mortgage
114,829

 
5,448,551

 
5,563,380

 
111,063

 
5,577,000

 
5,688,063

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial
610

 
413,856

 
414,466

 
571

 
342,789

 
343,360

Residential
1,371

 
280,396

 
281,767

 
1,395

 
182,965

 
184,360

Total real estate construction and land
1,981

 
694,252

 
696,233

 
1,966

 
525,754

 
527,720

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
212,200

 
2,829,662

 
3,041,862

 
183,726

 
2,878,542

 
3,062,268

Asset-based
33,187

 
2,649,077

 
2,682,264

 
19,340

 
2,528,193

 
2,547,533

Venture capital
19,758

 
1,641,509

 
1,661,267

 
19,105

 
1,433,322

 
1,452,427

Equipment finance
58,705

 
588,235

 
646,940

 
54,054

 
836,295

 
890,349

Total commercial
323,850

 
7,708,483

 
8,032,333

 
276,225

 
7,676,352

 
7,952,577

Consumer
375

 
212,259

 
212,634

 
2,500

 
118,349

 
120,849

Total Non-PCI loans and leases
$
441,035

 
$
14,063,545

 
$
14,504,580

 
$
391,754

 
$
13,897,455

 
$
14,289,209

In addition to our internal risk rating process, our federal and state banking regulators, as an integral part of their examination process, periodically review the Company’s loan and lease risk rating classifications. Our regulators may require the Company to recognize rating downgrades based on their judgments related to information available to them at the time of their examinations. Risk rating downgrades generally result in higher allowances for credit losses.
Non‑PCI nonaccrual loans and leases and performing troubled debt restructured loans are considered impaired for reporting purposes. The following table presents the composition of our impaired loans and leases as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
 
 
Performing
 
Total
 
 
 
Performing
 
Total
 
Nonaccrual
 
Restructured
 
Impaired
 
Nonaccrual
 
Restructured
 
Impaired
 
Loans/Leases
 
Loans
 
Loans/Leases
 
Loans/Leases
 
Loans
 
Loans/Leases
 
(In thousands)
Real estate mortgage
$
33,421

 
$
59,549

 
$
92,970

 
$
57,277

 
$
27,133

 
$
84,410

Real estate construction and land
368

 
7,130

 
7,498

 
372

 
7,631

 
8,003

Commercial
93,652

 
4,799

 
98,451

 
69,839

 
5,221

 
75,060

Consumer
214

 
231

 
445

 
1,531

 
197

 
1,728

Total
$
127,655

 
$
71,709

 
$
199,364

 
$
129,019

 
$
40,182

 
$
169,201


17


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


The following tables present information regarding our Non‑PCI impaired loans and leases by portfolio segment and class as of and for the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
 
 
Unpaid
 
 
 
 
 
Unpaid
 
 
 
Recorded
 
Principal
 
Related
 
Recorded
 
Principal
 
Related
 
Investment
 
Balance
 
Allowance
 
Investment
 
Balance
 
Allowance
 
(In thousands)
With An Allowance Recorded:
 

 
 

 
 

 
 

 
 

 
 

Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
26,853

 
$
28,163

 
$
1,085

 
$
17,967

 
$
19,219

 
$
777

Residential
2,160

 
2,208

 
145

 
2,278

 
2,435

 
681

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Residential
740

 
740

 
16

 
747

 
747

 
26

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
26,356

 
26,989

 
4,830

 
14,072

 
20,312

 
7,079

Asset-based
2,352

 
2,766

 
1,954

 
3,901

 
4,423

 
2,511

Venture capital
1,088

 
1,090

 
752

 

 

 

Equipment finance
52,433

 
59,609

 
20,088

 
11,193

 
11,894

 
8,032

Consumer
361

 
368

 
186

 
365

 
372

 
157

With No Related Allowance Recorded:
 
 
 
 
 
 
 
 
 
 
 
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
54,482

 
$
64,272

 
 
 
$
58,678

 
$
68,333

 
 
Residential
9,475

 
14,619

 
 
 
5,487

 
11,406

 
 
Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial
6,758

 
6,756

 
 
 
7,256

 
7,256

 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
12,512

 
21,612

 
 
 
2,825

 
5,121

 
 
Asset-based
3,710

 
3,777

 
 
 
2,729

 
2,726

 
 
Venture capital

 

 
 
 
124

 
125

 
 
Equipment finance

 

 
 
 
40,216

 
44,194

 
 
Consumer
84

 
152

 
 
 
1,363

 
1,945

 
 
Total Non-PCI Loans and Leases With and Without an Allowance Recorded:
 
 
 
 
 
 
 
 
 
 
 
Real estate mortgage
$
92,970

 
$
109,262

 
$
1,230

 
$
84,410

 
$
101,393

 
$
1,458

Real estate construction and land
7,498

 
7,496

 
16

 
8,003

 
8,003

 
26

Commercial
98,451

 
115,843

 
27,624

 
75,060

 
88,795

 
17,622

Consumer
445

 
520

 
186

 
1,728

 
2,317

 
157

Total
$
199,364

 
$
233,121

 
$
29,056

 
$
169,201

 
$
200,508

 
$
19,263















18


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Three Months Ended June 30,
 
2016
 
2015
 
Weighted
 
Interest
 
Weighted
 
Interest
 
Average
 
Income
 
Average
 
Income
 
Balance(1)
 
Recognized
 
Balance(1)
 
Recognized
 
(In thousands)
With An Allowance Recorded:
 

 
 

 
 

 
 

Real estate mortgage:
 
 
 
 
 
 
 
Commercial
$
26,853

 
$
258

 
$
14,634

 
$
173

Residential
2,160

 
14

 
2,423

 
8

Real estate construction and land:
 
 
 
 
 
 
 
Commercial

 

 
392

 
5

Residential
740

 
4

 
755

 
4

Commercial:
 
 
 
 
 
 
 
Cash flow
26,356

 
9

 
15,688

 
12

Asset-based
2,352

 
10

 
6,090

 
37

Venture capital
693

 

 

 

Equipment finance
50,390

 

 
9,178

 

Consumer
359

 
3

 
302

 
2

With No Related Allowance Recorded:
 
 
 
 
 
 
 
Real estate mortgage:
 
 
 
 
 
 
 
Commercial
$
51,378

 
$
778

 
$
32,871

 
$
80

Residential
7,908

 
46

 
5,663

 
7

Real estate construction and land:
 
 
 
 
 
 
 
Commercial
6,758

 
56

 
6,971

 
58

Commercial:
 
 
 
 
 
 
 
Cash flow
12,512

 
1

 
3,535

 
38

Asset-based
3,178

 
42

 
1,257

 
17

Equipment finance

 

 
57,873

 

Consumer
82

 

 
3,359

 
2

Total Non-PCI Loans and Leases With and Without an Allowance Recorded:
 
 
 
 
 
 
 
Real estate mortgage
$
88,299

 
$
1,096

 
$
55,591

 
$
268

Real estate construction and land
7,498

 
60

 
8,118

 
67

Commercial
95,481

 
62

 
93,621

 
104

Consumer
441

 
3

 
3,661

 
4

Total
$
191,719

 
$
1,221

 
$
160,991

 
$
443

_________________________
(1)
For Non-PCI loans and leases reported as impaired at June 30, 2016 and 2015, amounts were calculated based on the period of time such loans and leases were impaired during the reported period.


19


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Six Months Ended June 30,
 
2016
 
2015
 
Weighted
 
Interest
 
Weighted
 
Interest
 
Average
 
Income
 
Average
 
Income
 
Balance(1)
 
Recognized
 
Balance(1)
 
Recognized
 
(In thousands)
With An Allowance Recorded:
 

 
 

 
 

 
 

Real estate mortgage:
 
 
 
 
 
 
 
Commercial
$
23,959

 
$
516

 
$
14,215

 
$
333

Residential
1,609

 
22

 
2,305

 
15

Real estate construction and land:
 
 
 
 
 
 
 
Commercial

 

 
392

 
11

Residential
740

 
8

 
755

 
8

Commercial:
 
 
 
 
 
 
 
Cash flow
17,914

 
18

 
15,664

 
22

Asset-based
2,289

 
18

 
5,289

 
55

Venture capital
347

 

 

 

Equipment finance
48,914

 

 
6,446

 

Consumer
336

 
6

 
302

 
5

With No Related Allowance Recorded:
 
 
 
 
 
 
 
Real estate mortgage:
 
 
 
 
 
 
 
Commercial
$
52,810

 
$
968

 
$
31,715

 
$
151

Residential
6,796

 
60

 
5,082

 
13

Real estate construction and land:
 
 
 
 
 
 
 
Commercial
6,758

 
112

 
6,971

 
114

Commercial:
 
 
 
 
 
 
 
Cash flow
12,432

 
2

 
3,535

 
84

Asset-based
2,710

 
71

 
1,123

 
30

Equipment finance

 

 
32,547

 

Consumer
82

 
1

 
3,359

 
4

Total Non-PCI Loans and Leases With and Without an Allowance Recorded:
 
 
 
 
 
 
 
Real estate mortgage
$
85,174

 
$
1,566

 
$
53,317

 
$
512

Real estate construction and land
7,498

 
120

 
8,118

 
133

Commercial
84,606

 
109

 
64,604

 
191

Consumer
418

 
7

 
3,661

 
9

Total
$
177,696

 
$
1,802

 
$
129,700

 
$
845

_________________________
(1)
For Non-PCI loans and leases reported as impaired at June 30, 2016 and 2015, amounts were calculated based on the period of time such loans and leases were impaired during the reported period.





20


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Troubled debt restructurings are a result of rate reductions, term extensions, fee concessions, and debt forgiveness or a combination thereof. The following tables present new troubled debt restructurings of Non-PCI loans for the periods indicated:
 
Three Months Ended June 30,
 
2016
 
2015
 
 
 
Pre-
 
Post-
 
 
 
Pre-
 
Post-
 
 
 
Modification
 
Modification
 
 
 
Modification
 
Modification
 
 
 
Outstanding
 
Outstanding
 
 
 
Outstanding
 
Outstanding
 
Number
 
Recorded
 
Recorded
 
Number
 
Recorded
 
Recorded
Troubled Debt Restructurings:
of Loans
 
Investment
 
Investment
 
of Loans
 
Investment
 
Investment
 
(Dollars in thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
1

 
$
1,000

 
$
1,000

 
3

 
$
1,345

 
$
1,345

Residential
5

 
4,878

 
4,878

 
7

 
1,131

 
1,105

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial

 

 

 
2

 
7,004

 
7,004

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
6

 
30,300

 
30,300

 
4

 
112

 
112

Asset-based
2

 
1,504

 
1,504

 
6

 
3,309

 
3,309

Equipment finance
4

 
1,624

 

 
5

 
49,205

 
49,205

Consumer
2

 
738

 
30

 

 

 

Total
20

 
$
40,044

 
$
37,712

 
27

 
$
62,106

 
$
62,080

 
Six Months Ended June 30,
 
2016
 
2015
 
 
 
Pre-
 
Post-
 
 
 
Pre-
 
Post-
 
 
 
Modification
 
Modification
 
 
 
Modification
 
Modification
 
 
 
Outstanding
 
Outstanding
 
 
 
Outstanding
 
Outstanding
 
Number
 
Recorded
 
Recorded
 
Number
 
Recorded
 
Recorded
Troubled Debt Restructurings:
of Loans
 
Investment
 
Investment
 
of Loans
 
Investment
 
Investment
 
(Dollars in thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
5

 
$
4,140

 
$
4,140

 
12

 
$
6,506

 
$
6,458

Residential
6

 
5,043

 
5,043

 
12

 
2,044

 
1,878

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial

 

 

 
3

 
9,614

 
9,614

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
10

 
30,557

 
30,557

 
8

 
873

 
694

Asset-based
4

 
2,133

 
2,133

 
12

 
4,708

 
4,708

Equipment finance
6

 
4,284

 
2,660

 
9

 
53,338

 
53,338

Consumer
3

 
798

 
90

 
1

 
91

 
91

Total
34

 
$
46,955

 
$
44,623

 
57

 
$
77,174

 
$
76,781


21


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


The following tables present troubled debt restructurings that subsequently defaulted for the periods indicated:
 
Three Months Ended June 30,
 
 
2016
 
2015
 
Troubled Debt Restructurings
Number
 
Recorded
 
Number
 
Recorded
 
That Subsequently Defaulted:
of Loans
 
Investment(1)
 
of Loans
 
Investment(1)
 
 
(Dollars in thousands)
 
Real estate mortgage:
 
 
 
 
 
 
 
 
Commercial
2

 
$
2,572

 
1

 
$
971

 
Residential

 

 
2

 
263

 
Commercial:
 
 
 
 
 
 
 
 
Asset-based

 

 
1

 
375

 
Equipment finance
1

 
39,912

(4)
2

 
1,635

 
Consumer

 

 
1

 
16

 
Total
3

 
$
42,484

(2)
7

 
$
3,260

(3)
_________________________
(1)
The population of defaulted restructured loans for the period indicated includes only those loans restructured during the preceding 12-month period. The table excludes defaulted troubled restructurings in those classes for which the recorded investment was zero at the end of the period.
(2)
Represents the balance at June 30, 2016, and there were no charge-offs.
(3)
Represents the balance at June 30, 2015, and there were no charge-offs.
(4)
The term of the modification for this loan expired in the second quarter of 2016 and was not renewed until the third quarter of 2016. Thus, the loan was in payment default under the loan's original terms at June 30, 2016. As of the date of this filing, the borrower is current in accordance with the renewed contractual terms, which are generally consistent with those of the prior modification.
 
Six Months Ended June 30,
 
 
2016
 
2015
 
Troubled Debt Restructurings
Number
 
Recorded
 
Number
 
Recorded
 
That Subsequently Defaulted:
of Loans
 
Investment(1)
 
of Loans
 
Investment(1)
 
 
(Dollars in thousands)
 
Real estate mortgage:
 
 
 
 
 
 
 
 
Commercial
2

 
$
2,572

 
1

 
$
971

 
Residential

 

 
2

 
263

 
Commercial:
 
 
 
 
 
 
 
 
Asset-based

 

 
1

 
375

 
Equipment finance
1

 
39,912

(4)
2

 
1,635

 
Consumer

 

 
1

 
16

 
Total
3

 
$
42,484

(2)
7

 
$
3,260

(3)
_________________________
(1)
The population of defaulted restructured loans for the period indicated includes only those loans restructured during the preceding 12-month period. The table excludes defaulted troubled restructurings in those classes for which the recorded investment was zero at the end of the period.
(2)
Represents the balance at June 30, 2016, and there were no charge-offs.
(3)
Represents the balance at June 30, 2015, and there were no charge-offs.
(4)
The term of the modification for this loan expired in the second quarter of 2016 and was not renewed until the third quarter of 2016. Thus, the loan was in payment default under the loan's original terms at June 30, 2016. As of the date of this filing, the borrower is current in accordance with the renewed contractual terms, which are generally consistent with those of the prior modification.


22


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Allowance for Loan and Lease Losses
The following tables present a summary of the activity in the allowance for loan and lease losses on Non‑PCI loans and leases by portfolio segment and PCI loans for the periods indicated:
 
Three Months Ended June 30, 2016
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
Construction
 
 
 
 
 
Total
 
Total
 
 
 
Mortgage
 
and Land
 
Commercial
 
Consumer
 
Non-PCI
 
PCI
 
Total
 
(In thousands)
Allowance for Loan and
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
29,099

 
$
6,876

 
$
83,957

 
$
875

 
$
120,807

 
$
9,554

 
$
130,361

Charge-offs
(866
)
 

 
(655
)
 
(191
)
 
(1,712
)
 
(168
)
 
(1,880
)
Recoveries
939

 
6

 
312

 
23

 
1,280

 

 
1,280

Provision
159

 
971

 
9,790

 
705

 
11,625

 
1,903

 
13,528

Balance, end of period
$
29,331

 
$
7,853

 
$
93,404

 
$
1,412

 
$
132,000

 
$
11,289

 
$
143,289


 
Six Months Ended June 30, 2016
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
Construction
 
 
 
 
 
Total
 
Total
 
 
 
Mortgage
 
and Land
 
Commercial
 
Consumer
 
Non-PCI
 
PCI
 
Total
 
(In thousands)
Allowance for Loan and
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
36,654

 
$
7,137

 
$
61,082

 
$
661

 
$
105,534

 
$
9,577

 
$
115,111

Charge-offs
(1,603
)
 

 
(4,700
)
 
(782
)
 
(7,085
)
 
(331
)
 
(7,416
)
Recoveries
1,938

 
158

 
626

 
39

 
2,761

 

 
2,761

Provision (negative provision)
(7,658
)
 
558

 
36,396

 
1,494

 
30,790

 
2,043

 
32,833

Balance, end of period
$
29,331

 
$
7,853

 
$
93,404

 
$
1,412

 
$
132,000

 
$
11,289

 
$
143,289

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of the allowance
 
 
 
 
 
 
 
 
 
 
 
 
 
applicable to loans and leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,230

 
$
16

 
$
27,624

 
$
186

 
$
29,056

 
 
 
 
Collectively evaluated for impairment
$
28,101

 
$
7,837

 
$
65,780

 
$
1,226

 
$
102,944

 
 
 
 
Acquired loans with deteriorated credit quality
 
 
 
 
 
 
 
 
 
 
$
11,289

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The ending balance of the
 
 
 
 
 
 
 
 
 
 
 
 
 
loan and lease portfolio is
 
 
 
 
 
 
 
 
 
 
 
 
 
composed of loans and leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
92,284

 
$
7,498

 
$
98,247

 
$
394

 
$
198,423

 
 
 
 
Collectively evaluated for impairment
$
5,471,096

 
$
688,735

 
$
7,934,086

 
$
212,240

 
$
14,306,157

 
 
 
 
Acquired loans with deteriorated credit quality
 
 
 
 
 
 
 
 
 
 
$
136,880

 
 
Ending balance of
 
 
 
 
 
 
 
 
 
 
 
 
 
loans and leases
$
5,563,380

 
$
696,233

 
$
8,032,333

 
$
212,634

 
$
14,504,580

 
$
136,880

 
$
14,641,460




23


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Three Months Ended June 30, 2015
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
Construction
 
 
 
 
 
Total
 
Total
 
 
 
Mortgage
 
and Land
 
Commercial
 
Consumer
 
Non-PCI
 
PCI
 
Total
 
(In thousands)
Allowance for Loan and
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
30,911

 
$
2,173

 
$
45,794

 
$
802

 
$
79,680

 
$
12,698

 
$
92,378

Charge-offs
(62
)
 

 
(534
)
 
(27
)
 
(623
)
 

 
(623
)
Recoveries
200

 
12

 
1,744

 
34

 
1,990

 
101

 
2,091

Provision (negative provision)
(1,141
)
 
1,723

 
3,527

 
(109
)
 
4,000

 
1,529

 
5,529

Balance, end of period
$
29,908

 
$
3,908

 
$
50,531

 
$
700

 
$
85,047

 
$
14,328

 
$
99,375


 
Six Months Ended June 30, 2015
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
Construction
 
 
 
 
 
Total
 
Total
 
 
 
Mortgage
 
and Land
 
Commercial
 
Consumer
 
Non-PCI
 
PCI
 
Total
 
(In thousands)
Allowance for Loan and
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
25,097

 
$
4,248

 
$
39,858

 
$
1,253

 
$
70,456

 
$
13,999

 
$
84,455

Charge-offs
(1,515
)
 

 
(8,929
)
 
(90
)
 
(10,534
)
 
(579
)
 
(11,113
)
Recoveries
1,495

 
644

 
2,154

 
228

 
4,521

 
112

 
4,633

Provision (negative provision)
4,831

 
(984
)
 
17,448

 
(691
)
 
20,604

 
796

 
21,400

Balance, end of period
$
29,908

 
$
3,908

 
$
50,531

 
$
700

 
$
85,047

 
$
14,328

 
$
99,375

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of the allowance
 
 
 
 
 
 
 
 
 
 
 
 
 
applicable to loans and leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,461

 
$
49

 
$
13,305

 
$
193

 
$
15,008

 
 
 
 
Collectively evaluated for impairment
$
28,447

 
$
3,859

 
$
37,226

 
$
507

 
$
70,039

 
 
 
 
Acquired loans with deteriorated credit quality
 
 
 
 
 
 
 
 
 
 
$
14,328

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The ending balance of the
 
 
 
 
 
 
 
 
 
 
 
 
 
loan and lease portfolio is
 
 
 
 
 
 
 
 
 
 
 
 
 
composed of loans and leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
56,297

 
$
8,118

 
$
98,767

 
$
3,585

 
$
166,767

 
 
 
 
Collectively evaluated for impairment
$
5,354,134

 
$
340,621

 
$
5,867,335

 
$
82,694

 
$
11,644,784

 
 
 
 
Acquired loans with deteriorated credit quality
 
 
 
 
 
 
 
 
 
 
$
222,638

 
 
Ending balance of
 
 
 
 
 
 
 
 
 
 
 
 
 
loans and leases
$
5,410,431

 
$
348,739

 
$
5,966,102

 
$
86,279

 
$
11,811,551

 
$
222,638

 
$
12,034,189


24


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 6.  Foreclosed Assets
The following table summarizes foreclosed assets as of the dates indicated:
 
June 30,
 
December 31,
Property Type:
2016
 
2015
 
(In thousands)
Commercial real estate
$

 
$
487

Construction and land development
13,800

 
13,801

Single family residence
852

 
952

Total other real estate owned, net
14,652

 
15,240

Other foreclosed assets
1,529

 
6,880

Total foreclosed assets, net
$
16,181

 
$
22,120

The following table presents the changes in foreclosed assets, net of the valuation allowance, for the period indicated:
 
Foreclosed
 
Assets
 
(In thousands)
Balance, December 31, 2015
$
22,120

Foreclosures
129

Provision for losses

Reductions related to sales
(6,068
)
Balance, June 30, 2016
$
16,181

Note 7. Borrowings and Subordinated Debentures
Borrowings
The following table summarizes our borrowings as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
Amount
 
Rate
 
Amount
 
Rate
 
(Dollars in thousands)
Non‑recourse debt
$
1,208

 
6.25
%
 
$
3,914

 
5.49
%
FHLB secured overnight advance
787,000

 
0.47
%
 
618,000

 
0.27
%
FHLB unsecured overnight advance
90,000

 
0.47
%
 

 
%
American Financial Exchange overnight borrowing
40,000

 
0.55
%
 

 
%
Total borrowings
$
918,208

 
 
 
$
621,914

 
 
The non‑recourse debt represents the payment stream of certain equipment leases sold to third parties. The debt is secured by the leased equipment and all interest rates are fixed. As of June 30, 2016, this debt had a weighted average remaining maturity of 2.1 years.
The Bank has established secured and unsecured lines of credit under which it may borrow funds from time to time on a term or overnight basis from the FHLB, the Federal Reserve Bank of San Francisco (“FRBSF”), and other financial institutions.
FHLB Secured Lines of Credit. The borrowing arrangement with the FHLB is based on an FHLB program collateralized by a blanket lien on certain qualifying loans that are not pledged to the FRBSF. As of June 30, 2016, the borrowing capacity under the FHLB secured borrowing lines was $2.0 billion. As of June 30, 2016 and December 31, 2015, the balances outstanding were $787.0 million and $618.0 million.

25


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


FRBSF Secured Line of Credit. The Bank has a secured line of credit with the FRBSF. As of June 30, 2016, the Bank had secured borrowing capacity of $1.8 billion collateralized by liens covering $3.0 billion of certain qualifying loans. As of June 30, 2016 and December 31, 2015, there were no balances outstanding.
Federal Funds Arrangements with Commercial Banks. As of June 30, 2016, the Bank had uncommitted unsecured lines of credit of $80.0 million with correspondent banks for the purchase of overnight funds, subject to availability of funds. These lines are renewable annually and have no unused commitment fees. As of June 30, 2016 and December 31, 2015, there were no balances outstanding. In March 2016, the Bank became a member of the American Financial Exchange, through which it may either borrow or lend funds on an overnight basis with a group of pre-approved commercial banks. The availability of funds changes daily. As of June 30, 2016, the balance outstanding was $40.0 million.
FHLB Unsecured Line of Credit. The Bank has a $99.0 million unsecured line of credit with the FHLB for the purchase of overnight funds. As of June 30, 2016, the balance outstanding was $90.0 million. As of December 31, 2015, there was no balance outstanding.
Subordinated Debentures
The following table summarizes the terms of each issuance of subordinated debentures outstanding as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
Date
 
Maturity
 
Rate Index
Series:
Amount
 
Rate
 
Amount
 
Rate
 
Issued
 
Date
 
(Quarterly Reset)
 
(Dollars in thousands)
 
 
 
 
 
 
Trust V
$
10,310

 
3.76
%
 
$
10,310

 
3.63
%
 
8/15/2003
 
9/17/2033
 
3 month LIBOR + 3.10
Trust VI
10,310

 
3.70
%
 
10,310

 
3.39
%
 
9/3/2003
 
9/15/2033
 
3 month LIBOR + 3.05
Trust CII
5,155

 
3.61
%
 
5,155

 
3.35
%
 
9/17/2003
 
9/17/2033
 
3 month LIBOR + 2.95
Trust VII
61,856

 
3.39
%
 
61,856

 
3.07
%
 
2/5/2004
 
4/23/2034
 
3 month LIBOR + 2.75
Trust CIII
20,619

 
2.34
%
 
20,619

 
2.20
%
 
8/15/2005
 
9/15/2035
 
3 month LIBOR + 1.69
Trust FCCI
16,495

 
2.25
%
 
16,495

 
2.11
%
 
1/25/2007
 
3/15/2037
 
3 month LIBOR + 1.60
Trust FCBI
10,310

 
2.20
%
 
10,310

 
2.06
%
 
9/30/2005
 
12/15/2035
 
3 month LIBOR + 1.55
Trust CS 2005-1
82,475

 
2.60
%
 
82,475

 
2.46
%
 
11/21/2005
 
12/15/2035
 
3 month LIBOR + 1.95
Trust CS 2005-2
128,866

 
2.59
%
 
128,866

 
2.27
%
 
12/14/2005
 
1/30/2036
 
3 month LIBOR + 1.95
Trust CS 2006-1
51,545

 
2.59
%
 
51,545

 
2.27
%
 
2/22/2006
 
4/30/2036
 
3 month LIBOR + 1.95
Trust CS 2006-2
51,550

 
2.59
%
 
51,550

 
2.27
%
 
9/27/2006
 
10/30/2036
 
3 month LIBOR + 1.95
Trust CS 2006-3 (1)
28,541

 
1.80
%
 
28,007

 
1.98
%
 
9/29/2006
 
10/30/2036
 
3 month EURIBOR + 2.05
Trust CS 2006-4
16,470

 
2.59
%
 
16,470

 
2.27
%
 
12/5/2006
 
1/30/2037
 
3 month LIBOR + 1.95
Trust CS 2006-5
6,650

 
2.59
%
 
6,650

 
2.27
%
 
12/19/2006
 
1/30/2037
 
3 month LIBOR + 1.95
Trust CS 2007-2
39,177

 
2.59
%
 
39,177

 
2.27
%
 
6/13/2007
 
7/30/2037
 
3 month LIBOR + 1.95
Gross subordinated debentures
540,329

 
 
 
539,795

 
 
 
 
 
 
 
 
Unamortized discount (2)
(101,007
)
 
 
 
(103,795
)
 
 
 
 
 
 
 
 
Net subordinated debentures
$
439,322

 
 
 
$
436,000

 
 
 
 
 
 
 
 
___________________
(1)
Denomination is in Euros with a value of €25.8 million.
(2)
Amount represents the fair value adjustment on subordinated debentures assumed in acquisitions.
Interest payments made by the Company on subordinated debentures are considered dividend payments under the Board of Governors of the Federal Reserve System (“FRB”) regulations. Bank holding companies, such as PacWest, are required to notify the FRB prior to declaring and paying a dividend during any period in which quarterly and/or cumulative twelve‑month net earnings are insufficient to fund the dividend amount, among other requirements.


26


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 8. Commitments and Contingencies
Lending Commitments
The Company is a party to financial instruments with off‑balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commitments to purchase equipment being acquired for lease to others. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The following table presents a summary of the financial instruments described above as of the dates indicated:
 
June 30,
 
December 31,
 
2016
 
2015
 
(In thousands)
Loan commitments to extend credit
$
3,888,686

 
$
3,580,655

Standby letters of credit
210,617

 
210,292

Commitments to purchase equipment being acquired for lease to others

 
6,663

 
$
4,099,303

 
$
3,797,610

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. We provide standby letters of credit in conjunction with several of our lending arrangements and property lease obligations. Most guarantees expire within one year from the date of issuance. If a borrower defaults on its commitments subject to any letter of credit issued under these arrangements, we would be required to meet the borrower's financial obligation but would seek repayment of that financial obligation from the borrower. In some cases, borrowers have pledged cash and investment securities as collateral with us under these arrangements.
In addition, we invest in low income housing project partnerships, which provide income tax credits, and in small business investment companies that call for capital contributions up to an amount specified in the partnership agreements. As of June 30, 2016 and December 31, 2015, we had commitments to contribute capital to these entities totaling $27.4 million and $19.2 million. We also had commitments to contribute up to an additional $2.9 million and $2.8 million to 17 and 11 private equity funds at June 30, 2016 and December 31, 2015. We had commitments to purchase approximately $150 million of loans which expire in June 2017. The amount purchased will be based, in part, on the amount of portfolio paydowns which occur during the commitment period.
Legal Matters
In the ordinary course of our business, the Company is party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon currently available information, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations.
Kinde Durkee Investigation
The United States Attorney's Office for the Eastern District of California is conducting an investigation relating to the handling by First California Bank ("FCB") of its banking relationship with Kinde Durkee. Ms. Durkee, who had maintained certain of her accounts with FCB, was convicted in 2012 of embezzling funds from certain California politicians, among others. FCB was acquired by PacWest Bancorp and merged into Pacific Western Bank in May 2013. We understand that the investigation is focused on whether any civil or criminal laws were violated by FCB or its employees. Pacific Western is cooperating with the investigation.

27


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)



Note 9.  Fair Value Measurements
ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three‑level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Observable inputs other than Level 1, including quoted prices for similar assets and liabilities in active markets, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the financial instrument. This category generally includes municipal securities, government agency and government‑sponsored enterprise residential and commercial mortgage-backed securities, collateralized loan obligations, registered publicly rated private label collateralized mortgage obligations ("CMOs") and asset-backed securitizations.
Level 3: Inputs to a valuation methodology that are unobservable, supported by little or no market activity, and significant to the fair value measurement. These valuation methodologies generally include pricing models, discounted cash flow models, or a determination of fair value that requires significant management judgment or estimation. This category also includes observable inputs from a pricing service not corroborated by observable market data, and includes our non-rated private label CMOs, non-rated private label asset-backed securities, and equity warrants.
We use fair value to measure certain assets and liabilities on a recurring basis, primarily securities available‑for‑sale and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for impaired loans and other real estate owned and also to record impairment on certain assets, such as goodwill, core deposit intangibles, and other long‑lived assets.
The following tables present information on the assets measured and recorded at fair value on a recurring basis as of the dates indicated:
 
Fair Value Measurements as of
 
June 30, 2016
Measured on a Recurring Basis:
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Securities available‑for‑sale:
 
 
 
 
 
 
 
Residential mortgage-backed securities:
 
 
 
 
 
 
 
Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
pass-through securities
$
520,519

 
$

 
$
520,519

 
$

Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
collateralized mortgage obligations
165,211

 

 
165,211

 

Private label collateralized mortgage obligations
149,569

 

 
80,539

 
69,030

Municipal securities
1,553,286

 

 
1,553,286

 

Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
commercial mortgage-backed securities
464,399

 

 
464,399

 

Corporate debt securities
46,727

 

 
46,727

 

Collateralized loan obligations
153,887

 

 
153,887

 

SBA securities
197,301

 

 
197,301

 

Asset-backed and other securities
96,647

 
2,714

 
77,797

 
16,136

Total securities available-for-sale
3,347,546

 
2,714

 
3,259,666

 
85,166

Derivative assets
2,484

 

 
2,484

 

Equity warrants
5,192

 

 

 
5,192

Total recurring assets
$
3,355,222

 
$
2,714

 
$
3,262,150

 
$
90,358

Derivative liabilities
$
2,740

 
$

 
$
2,740

 
$


28


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Fair Value Measurements as of
 
December 31, 2015
Measured on a Recurring Basis:
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Securities available‑for‑sale:
 
 
 
 
 
 
 
Residential mortgage-backed securities:
 
 
 
 
 
 
 
Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
pass-through securities
$
667,840

 
$

 
$
667,840

 
$

Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
collateralized mortgage obligations
194,755

 

 
194,755

 

Private label collateralized mortgage obligations
144,796

 

 
63,555

 
81,241

Municipal securities
1,547,331

 

 
1,547,331

 

Government agency and government‑sponsored enterprise
 
 
 
 
 
 
 
commercial mortgage-backed securities
391,441

 

 
391,441

 

Corporate debt securities
48,424

 

 
48,424

 

Collateralized loan obligations
132,189

 

 
132,189

 

SBA securities
211,157

 

 
211,157

 

US Treasury securities
69,380

 
69,380

 

 

Government‑sponsored enterprise debt securities
36,913

 

 
36,913

 

Asset-backed and other securities
115,211

 
2,562

 
94,449

 
18,200

Total securities available-for-sale
3,559,437

 
71,942

 
3,388,054

 
99,441

Derivative assets
11,919

 

 
11,919

 

Equity warrants
4,914

 

 

 
4,914

Total recurring assets
$
3,576,270

 
$
71,942

 
$
3,399,973

 
$
104,355

Derivative liabilities
$
1,397

 
$

 
$
1,397

 
$

There were no transfers of assets either between Level 1 and Level 2 nor in or out of Level 3 of the fair value hierarchy for assets measured on a recurring basis during the six months ended June 30, 2016.
The following table presents information about quantitative inputs and assumptions used to determine the fair values provided by our third party pricing service for our Level 3 private label CMOs and asset-backed securities available-for-sale measured at fair value on a recurring basis as of June 30, 2016:
 
Private Label CMOs
 
Asset-Backed Securities
 
 
 
Weighted
 
 
 
Weighted
 
Range
 
Average
 
Range
 
Average
Unobservable Inputs:
of Inputs
 
Input
 
of Inputs
 
Input
Voluntary annual prepayment speeds
0.9% - 24.5%
 
11.6%
 
5% - 40%
 
14.2%
Annual default rates
0.2% - 14.7%
 
1.9%
 
1% - 8%
 
3.7%
Loss severity rates
5.4% - 94.1%
 
23.2%
 
10% - 91%
 
52.4%
Discount rates
0.8% - 65.8%
 
3.7%
 
1.7% - 4.7%
 
2.8%










29


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


The following table presents information about quantitative inputs and assumptions used in the modified Black-Scholes option pricing model to determine the fair value for our Level 3 equity warrants measured at fair value on a recurring basis as of June 30, 2016:
 
Equity Warrants
 
Weighted
 
Average
Unobservable Inputs:
Input
Volatility
23.8%
Risk-free interest rate
0.8%
Remaining life assumption (in years)
3.7
The following table summarizes activity for our Level 3 private label CMOs available-for-sale, asset-backed securities available-for-sale, and equity warrants measured at fair value on a recurring basis for the period indicated:
 
Private
 
Asset-Backed
 
Equity
 
Label CMOs
 
Securities
 
Warrants
 
(In thousands)
Balance, December 31, 2015
$
81,241

 
$
18,200

 
$
4,914

Total included in earnings
830

 
31

 
88

Total included in other comprehensive income
(1,409
)
 
12

 

Sales

 

 
(922
)
Issuances

 

 
1,112

Net settlements
(11,632
)
 
(2,107
)
 

Balance, June 30, 2016
$
69,030

 
$
16,136

 
$
5,192

The following tables present assets measured at fair value on a non‑recurring basis as of the dates indicated:
 
Fair Value Measurement as of
 
June 30, 2016
Measured on a Non‑Recurring Basis:
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Impaired Non‑PCI loans
$
95,657

 
$

 
$
3,471

 
$
92,186

 
Fair Value Measurement as of
 
December 31, 2015
Measured on a Non‑Recurring Basis:
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Impaired Non‑PCI loans
$
40,817

 
$

 
$
9,367

 
$
31,450

Other real estate owned
14,101

 

 
14,101

 

Investments carried at cost
107

 

 

 
107

Total non-recurring
$
55,025

 
$

 
$
23,468

 
$
31,557







30


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


The following table presents losses recognized on assets measured on a nonrecurring basis for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
Losses on Assets Measured on a Non‑Recurring Basis:
2016
 
2015
 
2016
 
2015
 
(In thousands)
Impaired Non‑PCI loans
$
(603
)
 
$
(4,531
)
 
$
(16,779
)
 
$
(12,573
)
Other real estate owned

 
(282
)
 

 
(406
)
Total loss
$
(603
)
 
$
(4,813
)
 
$
(16,779
)
 
$
(12,979
)
The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of June 30, 2016:
 
 
 
 
Valuation
 
Unobservable
 
 
 
Weighted
Asset:
 
Fair Value
 
Technique
 
Inputs
 
Range
 
Average
 
 
(In thousands)
 
 
 
 
 
 
 
 
Impaired Non-PCI loans
 
$
52,264

 
Discounted cash flows
 
Discount rates
 
0% - 10.20%
 
6.71%
 
 
38,775

 
Third party appraisals
 
Discounts
 
9.00% - 10.00%
 
9.17%
 
 
1,147

 
Third party appraisals
 
No discounts
 
 
 
 
Total non-recurring Level 3
 
$
92,186

 
 
 
 
 
 
 
 
ASC Topic 825, “Financial Instruments,” requires disclosure of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate such fair values. Additionally, certain financial instruments and all nonfinancial instruments are excluded from the applicable disclosure requirements.
The following tables present a summary of the carrying values and estimated fair values of certain financial instruments as of the dates indicated:
 
June 30, 2016
 
Carrying or
Contract
 
Estimated Fair Value
 
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
226,471

 
$
226,471

 
$
226,471

 
$

 
$

Interest‑earning deposits in financial institutions
218,882

 
218,882

 
218,882

 

 

Securities available‑for‑sale
3,347,546

 
3,347,546

 
2,714

 
3,259,666

 
85,166

Investment in FHLB stock
24,214

 
24,214

 

 
24,214

 

Investments carried at cost
1,773

 
4,584

 

 

 
4,584

Loans and leases, net
14,498,171

 
14,461,301

 

 
3,471

 
14,457,830

Derivative assets
2,484

 
2,484

 

 
2,484

 

Equity warrants
5,192

 
5,192

 

 

 
5,192

 
 
 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand, money market, interest checking,
 
 
 
 
 
 
 
 
 
and savings deposits
12,384,812

 
12,384,812

 

 
12,384,812

 

Time deposits
2,763,197

 
2,762,439

 

 
2,762,439

 

Borrowings
918,208

 
918,208

 
917,000

 
1,208

 

Subordinated debentures
439,322

 
423,026

 

 
423,026

 

Derivative liabilities
2,740

 
2,740

 

 
2,740

 


31


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


 
December 31, 2015
 
Carrying or
Contract
 
Estimated Fair Value
 
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
161,020

 
$
161,020

 
$
161,020

 
$

 
$

Interest‑earning deposits in financial institutions
235,466

 
235,466

 
235,466

 

 

Securities available‑for‑sale
3,559,437

 
3,559,437

 
71,942

 
3,388,054

 
99,441

Investment in FHLB stock
19,710

 
19,710

 

 
19,710

 

Investments carried at cost
2,267

 
6,789

 

 

 
6,789

Loans and leases, net
14,363,143

 
14,393,558

 

 
9,367

 
14,384,191

Derivative assets
11,919

 
11,919

 

 
11,919

 

Equity warrants
4,914

 
4,914

 

 

 
4,914

 
 
 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand, money market, interest checking,
 
 
 
 
 
 
 
 
 
and savings deposits
11,513,826

 
11,513,826

 

 
11,513,826

 

Time deposits
4,152,356

 
4,152,920

 

 
4,152,920

 

Borrowings
621,914

 
622,438

 
618,000

 
4,438

 

Subordinated debentures
436,000

 
419,762

 

 
419,762

 

Derivative liabilities
1,397

 
1,397

 

 
1,397

 

For information regarding the valuation methodologies used to measure our assets recorded at fair value (under ASC Topic 820), and for estimating fair value for financial instruments not recorded at fair value (under ASC Topic 825), see Note 1 - Nature of Operations and Summary of Significant Accounting Policies and Note 13 - Fair Value Measurements to the Consolidated Financial Statements of the Company's 2015 Annual Report on Form 10-K.
Limitations
Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect income taxes or any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a portion of the Company’s financial instruments, fair value estimates are based on what management believes to be reasonable judgments regarding expected future cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimated fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Since the fair values have been estimated as of June 30, 2016, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

32


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 10. Earnings Per Share
The following table presents the computations of basic and diluted net earnings per share for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(Dollars in thousands, except per share data)
Basic Earnings Per Share:
 
 
 
 
 
 
 
 
 
Net earnings
$
82,168

 
$
90,456

 
$
85,083

 
$
172,624

 
$
158,162

Less: Earnings allocated to unvested restricted stock (1)
(863
)
 
(1,067
)
 
(807
)
 
(1,933
)
 
(1,570
)
Net earnings allocated to common shares
$
81,305

 
$
89,389

 
$
84,276

 
$
170,691

 
$
156,592

 
 
 
 
 
 
 
 
 
 
Weighted-average basic shares and unvested restricted
 
 
 
 
 
 
 
 
 
stock outstanding
121,799

 
121,598

 
103,030

 
121,698

 
103,033

Less: Weighted-average unvested restricted stock
 
 
 
 
 
 
 
 
 
outstanding
(1,481
)
 
(1,392
)
 
(1,060
)
 
(1,436
)
 
(1,091
)
Weighted-average basic shares outstanding
120,318

 
120,206

 
101,970

 
120,262

 
101,942

 
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.68

 
$
0.74

 
$
0.83

 
$
1.42

 
$
1.54

 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Share:
 
 
 
 
 
 
 
 
 
Net earnings allocated to common shares
$
81,305

 
$
89,389

 
$
84,276

 
$
170,691

 
$
156,592

 
 
 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
120,318

 
120,206

 
101,970

 
120,262

 
101,942

 
 
 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.68

 
$
0.74

 
$
0.83

 
$
1.42

 
$
1.54

________________________
(1)
Represents cash dividends paid to holders of unvested restricted stock, net of estimated forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.
Note 11. Stock-Based Compensation
The Company’s 2003 Stock Incentive Plan, or the 2003 Plan, permits stock-based compensation awards to officers, directors, key employees and consultants. As of June 30, 2016, the 2003 Plan authorized grants of stock‑based compensation instruments to purchase or issue up to 19,686,565 shares of Company common stock, subject to adjustments provided by the 2003 Plan. As of June 30, 2016, there were 12,452,447 shares available for grant under the 2003 Plan.
Restricted stock amortization totaled $6.0 million, $5.0 million, and $4.4 million for the three months ended June 30, 2016, March 31, 2016 and June 30, 2015 and, $11.0 million and $7.5 million for the six months ended June 30, 2016 and 2015. Such amounts are included in "Compensation expense" on the condensed consolidated statements of earnings. The amount of unrecognized compensation expense related to unvested time-based restricted stock awards ("TRSAs") and performance-based restricted stock units ("PRSUs") as of June 30, 2016 totaled $51.5 million.
Time-Based Restricted Stock Awards
At June 30, 2016, there were 1,407,486 shares of unvested TRSAs outstanding. The TRSAs generally vest over a service period of three or four years from the date of the grant or immediately upon the death of an employee. Compensation expense related to TRSAs is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight‑line method.

33


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


Performance-Based Restricted Stock Units
At June 30, 2016, there were 153,715 shares of unvested PRSUs outstanding. The PRSUs will vest only if performance goals with respect to certain financial metrics are met over a three-year performance period. Compensation expense related to PRSUs is based on the fair value of the underlying stock on the award date and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion of the previously recognized amortization is reversed and also suspended.
Note 12.  Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue Recognition (Topic 606): Revenue from Contracts with Customers." ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," which deferred the effective date of ASU 2014-09 to annual and interim periods beginning after December 15, 2017. Earlier application is permitted only for annual and interim periods beginning after December 31, 2016.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which will significantly change the income statement impact of equity investments and the recognition of changes in fair value of financial liabilities when the fair value option is elected. For equity investments with readily determinable fair values, entities must measure these investments at fair value and recognize changes in fair value in net income. For equity investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost, adjusted for changes in observable prices, minus impairment. Changes in measurement under either alternative must be recognized in net income. ASU 2016-01 will be effective for annual and interim periods beginning after December 15, 2017. The Company is evaluating the effect that ASU 2016-01 will have on its financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which, among other things, requires lessees to recognize most leases on-balance sheet, which will result in an increase in their reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes Topic 840, Leases. ASU 2016-02 is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method for all entities. The Company is evaluating the effect that ASU 2016-02 will have on its financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. ASU 2016-07 is effective for interim and annual periods in fiscal years beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. ASU 2016-07 does not require additional disclosures at transition. The Company does not expect the effect of ASU 2016-06 to have a material impact on its financial statements and related disclosures.








34


PACWEST BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. ASU 2016-09 changes aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. If an entity early adopts the amendments after the first interim period, the adoption date is as of the beginning of the year for the issues adopted by the cumulative-effect and prospective methods and any adjustments to previously reported interim periods of that fiscal year should be included in the year-to-date results. If those previously reported interim results appear in any future filings, they are reported on the revised basis. The Company does not expect the effect of ASU 2016-09 to have a material impact on its financial statements and related disclosures in the period of adoption. In subsequent periods, we expect the requirements of ASU 2016-09 to result in fluctuations in our effective tax rate from period to period based upon the timing of share-based award vestings.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. ASU 2016-13 is effective for interim and annual periods in fiscal years beginning after December 15, 2019. The Company is evaluating the effect that ASU 2016-13 will have on its financial statements and related disclosures.
Note 13. Subsequent Events
Common Stock Dividends
On August 1, 2016, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.50 per common share. The cash dividend is payable on August 31, 2016 to stockholders of record at the close of business on August 15, 2016.
We have evaluated events that have occurred subsequent to June 30, 2016 and have concluded there are no other subsequent events that would require recognition in the accompanying consolidated financial statements.


35



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This Form 10-Q contains certain “forward-looking statements” about the Company and its subsidiaries within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, strategies, goals, and projections and including statements about our expectations regarding our acquisition of Square 1, intentions to expand the Bank’s lending business; net interest income, net interest margin, allowance for loan and lease losses, deposit growth, loan and lease portfolio growth and production, liquidity, profitability, goodwill, interest rate risk management, realization of deferred tax assets, and effective tax rates. All statements contained in this Form 10-Q that are not clearly historical in nature are forward-looking, and the words “anticipate,” “assume,” “intend,” “believe,” “forecast,” “expect,” “estimate,” “plan,” “continue,” “will,” “should,” “look forward” and similar expressions are generally intended to identify forward-looking statements. All forward-looking statements (including statements regarding future financial and operating results and future transactions and their results) involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance or achievements. Actual results could differ materially from those contained or implied by such forward-looking statements for a variety of factors, including without limitation:
the Company’s ability to complete future acquisitions and to successfully integrate such acquired entities or achieve expected benefits, synergies and/or operating efficiencies within expected time frames;
business disruption following the Square 1 acquisition;
changes in the Company’s stock price;
the reaction to the Square 1 acquisition of the companies’ customers, employees and counterparties;
change in interest rates and lending spreads;
unfavorable changes in asset mix;
compression of the net interest margin due to changes in our loan products or spreads on newly originated loans and leases;
a change in the interest rate environment reduces net interest margins;
credit quality deterioration or pronounced and sustained reduction in market values or other economic factors which adversely affect our borrowers’ ability to repay loans and leases;
changes in economic or competitive market conditions could negatively impact investment or lending opportunities or product pricing and services;
reduced demand for our services due to strategic or regulatory reasons;
our inability to grow deposits and access wholesale funding sources;
legislative or regulatory requirements or changes could negatively impact our business, including an increase to capital requirements;
loan repayments higher than expected;
higher than anticipated delinquencies, charge-offs, and loan and lease losses;
the impact of asset/liability repricing risk and liquidity risk on net interest margin and the value of investments;
increased costs to manage and sell foreclosed assets;
higher than anticipated increases in operating expenses;
lower than expected dividends paid from the Bank to the holding company;
a deterioration in the overall macroeconomic conditions or the state of the banking industry that could warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a noncash charge to net income;
the success and timing of other business strategies and asset sales;
changes in the relationship between yields on investment securities and loans repaid and yields on assets reinvested;
changes in the forward yield curve;
changes in tax laws or regulations affecting our business;
our inability to generate sufficient earnings;
tax planning or disallowance of tax benefits by tax authorities; and
other risk factors described in our audited consolidated financial statements, and other risk factors described in this Form 10-Q and documents filed by PacWest with the U.S. Securities and Exchange Commission (“SEC”).

36


All forward-looking statements included in this Form 10-Q are based on information available at the time the statement is made. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Overview
PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as the holding company for our Los Angeles‑based wholly-owned banking subsidiary, Pacific Western Bank. References to "Pacific Western" or the "Bank" refer to Pacific Western Bank together with its wholly-owned subsidiaries. References to “we,” “us,” "our," or the “Company” refer to PacWest Bancorp together with its subsidiaries on a consolidated basis. When we refer to “PacWest” or to the “holding company,” we are referring to PacWest Bancorp, the parent company, on a stand-alone basis.
We are focused on relationship-based business banking to small, middle-market and venture-backed businesses nationwide. The Bank offers a broad range of loan and lease and deposit products and services through 79 full-service branches located throughout the state of California, one branch located in Durham, North Carolina, and several loan production offices located in cities across the country. The Bank provides commercial banking services, including real estate, construction, and commercial loans and leases, and comprehensive deposit and treasury management services to small and middle-market businesses. Pacific Western offers additional products and services through its CapitalSource and Square 1 Bank divisions. CapitalSource provides cash flow, asset-based, equipment and real estate loans and treasury management services to established middle-market businesses on a national basis. Square 1 Bank offers a comprehensive suite of financial services focused on entrepreneurial businesses and their venture capital and private equity investors, with offices located in key innovation hubs across the United States. In addition, we provide investment advisory and asset management services to select clients through Square 1 Asset Management, Inc., a wholly-owned subsidiary of the Bank and a SEC-registered investment adviser.
In managing the top line of our business, we focus on loan growth, loan yield, deposit cost, and net interest margin. Net interest income, on a year-to-date basis in 2016, accounted for 89.4% of our net revenues (net interest income plus noninterest income).
At June 30, 2016, we had total assets of $21.1 billion, including loans and leases, net of deferred fees, of $14.6 billion compared to $21.3 billion of total assets and $14.5 billion of loans and leases, net of deferred fees, at December 31, 2015. Total assets decreased $141.4 million during the six months ended June 30, 2016 due primarily to a decrease of $211.9 million in securities available-for-sale due to sales from ongoing portfolio management activities and a decrease of $102.0 million in the deferred tax asset, offset partially by an increase of $163.2 million in loans and leases, net of deferred fees, due mainly to new production.
At June 30, 2016, we had total liabilities of $16.6 billion, including total deposits of $15.1 billion and borrowings of $918.2 million compared to $16.9 billion of total liabilities, including $15.7 billion of total deposits and $621.9 million of borrowings at December 31, 2015. The $257.0 million decrease in total liabilities since year-end is due to a $1.4 billion decrease in higher-cost time deposits, offset partially by an $840.4 million increase in lower-cost core deposits and a $296.3 million increase in borrowings, primarily overnight FHLB advances. At June 30, 2016, core deposits totaled $11.4 billion or 75% of total deposits and time deposits totaled $2.8 billion or 18% of total deposits.
On March 31, 2016, we sold our Pacific Western Equipment Finance leasing unit in Midvale, Utah, including approximately $139 million of outstanding lease balances.
Square 1 Financial, Inc. Acquisition
PacWest acquired Square 1 Financial, Inc. (“Square 1”) on October 6, 2015. As part of the acquisition, Square 1 Bank, a wholly-owned subsidiary of Square 1, merged with and into Pacific Western. At closing, we formed the Square 1 Bank Division of the Bank which focuses on providing a comprehensive suite of financial services to entrepreneurial businesses and their venture capital and private equity investors nationwide. We completed this acquisition to increase our core deposits, expand our lending products across the nation, and increase our presence in the technology and life-sciences credit markets. We recorded the assets and liabilities, both tangible and intangible, at their estimated fair values as of the acquisition date and increased total assets by approximately $4.6 billion. The application of the acquisition method of accounting resulted in goodwill of $447.9 million. For further information, see Note 2. Acquisitions, in the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in “Item 1. Condensed Consolidated Financial Statements (Unaudited).”

37


Key Performance Indicators
Among other factors, our operating results depend generally on the following key performance indicators:
The Level of Net Interest Income
Net interest income is the excess of interest earned on our interest‑earning assets over the interest paid on our interest‑bearing liabilities. Net interest margin is net interest income (annualized) expressed as a percentage of average interest‑earning assets. Tax equivalent net interest income is net interest income increased by an adjustment for tax-exempt income on certain municipal securities for which we have utilized a 35% federal statutory tax rate. Tax equivalent net interest margin is calculated as tax equivalent net interest income divided by average interest-earning assets. A sustained low interest rate environment combined with low loan growth and high levels of marketplace liquidity may reduce both our net interest income and net interest margin going forward.
Our primary interest‑earning assets are loans and investment securities, and our primary interest‑bearing liabilities are deposits. Contributing to our high net interest margin is our high yield on loans and leases and competitive cost of deposits. While our deposit balances will fluctuate depending on deposit holders’ perceptions of alternative yields available in the market, we seek to minimize the impact of these variances by attracting a high percentage of noninterest‑bearing deposits. As a result of the CapitalSource Inc. merger, $5.3 billion of time deposits were assumed. Our goal is to continue replacing these higher-costing time deposits with core deposits. The acquisition of Square 1 accelerated this shift in deposit mix as nearly all of the $3.8 billion of acquired deposits were core deposits. The Square 1 acquisition increased our on-balance sheet liquidity and enables us to maintain adequate liquidity as we manage down the level of higher-cost time deposits.
Loan and Lease Growth
We actively seek new lending opportunities under an array of commercial real estate loans and commercial and industrial ("C&I") lending products. Our targeted collateral for our real estate loan offerings includes healthcare properties, office properties, industrial properties, multifamily properties, hospitality properties, and retail properties. Our C&I loan products include equipment-secured loans and leases, asset-secured loans, loans to finance companies, and cash flow loans (which are loans secured by borrower future cash flows and borrower enterprise value) and venture capital-backed loans to entrepreneurial companies to support early-stage operations. Our loan origination process emphasizes credit quality. We foster lender relationships with borrowers that have proven loan repayment performance. Our commitment sizes vary by loan product and can range up to $100 million for certain asset-based lending arrangements and multi-property real estate loans. We price loans to preserve our interest spread and maintain our net interest margin. Achieving net loan growth is subject to many factors, including maintaining strict credit standards, competition from other lenders, and successful borrowers that opt to prepay loans.
The Magnitude of Credit Losses
We emphasize credit quality in originating and monitoring our loans and leases, and we measure our success by the levels of our classified and nonperforming assets and net charge‑offs. We maintain an allowance for credit losses on loans and leases, which is the sum of our allowance for loan and lease losses and our reserve for unfunded loan commitments. Provisions for credit losses are charged to operations as and when needed for both on and off‑balance sheet credit exposure. Loans and leases which are deemed uncollectable are charged off and deducted from the allowance for loan and lease losses. Recoveries on loans and leases previously charged off are added to the allowance for loan and lease losses. The provision for credit losses on the loan and lease portfolio is based on our allowance methodology which considers various credit performance measures such as historical and current net charge‑offs, the levels and trends of nonaccrual and classified loans and leases, the migration of loans and leases into various risk classifications, and the overall level of outstanding loans and leases. For originated and acquired non‑impaired loans, a provision for credit losses may be recorded to reflect credit deterioration after the origination date or after the acquisition date, respectively. For purchased credit impaired ("PCI") loans, a provision for credit losses may be recorded to reflect decreases in expected cash flows on such loans compared to those previously estimated.


38


We regularly review our loans and leases to determine whether there has been any deterioration in credit quality stemming from borrower operations or changes in collateral value or other factors which may affect collectability of our loans and leases. Changes in economic conditions, such as the rate of economic growth, the rate of inflation, the unemployment rate, increases in the general level of interest rates, declines in real estate values, changes in commodity prices (such as crude oil), and adverse conditions in borrowers’ businesses, could negatively impact our borrowers and cause us to adversely classify loans and leases. An increase in classified loans and leases generally results in increased provisions for credit losses and an increased allowance for credit losses. Any deterioration in the commercial real estate market may lead to increased provisions for credit losses because of our concentration in commercial real estate loans.
The Level of Noninterest Expense
Our noninterest expense includes fixed and controllable overhead, the major components of which are compensation, occupancy, data processing, and other professional services. It also includes costs that tend to vary based on the volume of activity, such as loan and lease production and the number and complexity of foreclosed assets. We measure success in controlling both fixed and variable costs through monitoring of the efficiency ratio. We calculate the efficiency ratio by dividing noninterest expense (less intangible asset amortization, net foreclosed assets expense (income), and acquisition, integration and reorganization costs) by net revenues (the sum of tax equivalent net interest income plus noninterest income, less gain (loss) on sale of securities).
The following table presents the calculation of our efficiency ratio for the periods indicated:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
March 31,
 
June 30,
 
June 30,
Efficiency Ratio:
2016
 
2016
 
2015
 
2016
 
2015
 
 
(Dollars in thousands)
Noninterest expense
$
110,081

 
$
110,688

 
$
85,276

 
$
220,769

 
$
169,636

Less:
Intangible asset amortization
4,371

 
4,746

 
1,502

 
9,117

 
3,003

 
Foreclosed assets income, net
(3
)
 
(561
)
 
(2,340
)
 
(564
)
 
(2,004
)
 
Acquisition, integration, and reorganization costs

 
200

 
900

 
200

 
2,900

Noninterest expense used for efficiency ratio
$
105,713

 
$
106,303

 
$
85,214

 
$
212,016

 
$
165,737

 
 
 
 
 
 
 
 
 
 
 
Net interest income (tax equivalent)
$
238,667

 
$
249,540

 
$
204,721

 
$
488,207

 
$
405,581

Noninterest income
22,121

 
34,539

 
19,623

 
56,660

 
40,494

Net revenues
260,788

 
284,079

 
224,344

 
544,867

 
446,075

Less:
Gain (loss) on sale of securities
478

 
8,110

 
(186
)
 
8,588

 
3,089

Net revenues used for efficiency ratio
$
260,310

 
$
275,969

 
$
224,530

 
$
536,279

 
$
442,986

 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio
40.6
%
 
38.5
%
 
38.0
%
 
39.5
%
 
37.4
%
Critical Accounting Policies
The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Company has identified several policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for credit losses, the fair value estimates of assets acquired and liabilities assumed in acquisitions, the carrying values of intangible assets, and the realization of deferred income tax assets. For further information, refer to our Annual Report on Form 10‑K for the year ended December 31, 2015.

39



Non-GAAP Measurements
The Company uses certain non‑GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The non-GAAP measures used in this Form 10-Q include the following:
Return on average tangible equity, tangible common equity amounts and ratios, and tangible book value per share: Given that the use of these measures is prevalent among banking regulators, investors and analysts, we disclose them in addition to return on average assets, return on average equity, equity-to-assets ratio, and book value per share, respectively.
Core NIM and core loan and lease yield: The NIM and loan and lease yield are impacted by volatility in accelerated accretion of acquisition discounts due to the prepayment of acquired loans and leases. We disclose the core NIM and loan and lease yield to provide an indication of what these measures would be without the effects of accelerated accretion as this indicates a "normalized" measure and a more accurate indicator of future performance. See “- Results of Operations - Net Interest Income” for a reconciliation of these non-GAAP measurements to the GAAP measurements for the periods presented.
Adjusted allowance for credit losses to loans and leases: As the allowance for credit losses takes into consideration credit deterioration on acquired loans and leases only after the purchase date and an estimate of credit losses is included in their initial fair values, we disclose two adjusted allowance for credit losses to loans and leases ratios in addition to the allowance for credit losses to loans and leases. The first adjusted allowance for credit losses to loans and leases excludes the allowance related to acquired loans and leases from the numerator and the acquired loans and leases from the denominator. The second ratio excludes the remaining unamortized purchase discount from both the numerator and the denominator. See "- Balance Sheet Analysis - Allowance for Credit Losses on Non-PCI Loans and Leases" for a reconciliation of these non-GAAP measurements to the GAAP measurement as of the dates presented.
The methodology for determining return on average tangible equity, tangible common equity amounts and ratios, tangible book value per share, core NIM, core loan and lease yield, and adjusted allowance for credit losses to loans and leases may differ among companies.
The following tables present performance amounts and ratios in accordance with GAAP and a reconciliation of the GAAP financial measurements to the non-GAAP financial measurements as of and for the periods indicated:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
March 31,
 
June 30,
 
June 30,
Return on Average Tangible Equity
2016
 
2016
 
2015
 
2016
 
2015
 
 
(Dollars in thousands)
Net earnings
$
82,168

 
$
90,456

 
$
85,083

 
$
172,624

 
$
158,162

 
 
 
 
 
 
 
 
 
 
 
Average stockholders' equity
$
4,483,593

 
$
4,438,602

 
$
3,548,748

 
$
4,461,097

 
$
3,541,088

Less:
Average intangible assets
2,222,007

 
2,227,520

 
1,743,340

 
2,224,764

 
1,740,407

Average tangible common equity
$
2,261,586

 
$
2,211,082

 
$
1,805,408

 
$
2,236,333

 
$
1,800,681

 
 
 
 
 
 
 
 
 
 
 
Return on average equity (1)
7.37
%
 
8.20
%
 
9.62
%
 
7.78
%
 
9.01
%
Return on average tangible equity (2)
14.61
%
 
16.45
%
 
18.90
%
 
15.52
%
 
17.71
%
_____________________________________
(1)
Annualized net earnings divided by average stockholders' equity.
(2)
Annualized net earnings divided by average tangible common equity.




40



 
June 30,
 
December 31,
Tangible Common Equity:
2016
 
2015
 
(Dollars in thousands, except per share data)
PacWest Bancorp Consolidated:
 
 
 
Stockholders’ equity
$
4,513,304

 
$
4,397,691

Less: Intangible assets
2,219,557

 
2,229,511

Tangible common equity
$
2,293,747

 
$
2,168,180

Total assets
$
21,147,139

 
$
21,288,490

Less: Intangible assets
2,219,557

 
2,229,511

Tangible assets
$
18,927,582

 
$
19,058,979

Equity to assets ratio
21.34
%
 
20.66
%
Tangible common equity ratio(1)
12.12
%
 
11.38
%
Book value per share
$
37.05

 
$
36.22

Tangible book value per share
$
18.83

 
$
17.86

Shares outstanding
121,819,849

 
121,413,727

 
 
 
 
Pacific Western Bank:
 
 
 
Stockholder's equity
$
4,390,928

 
$
4,276,279

Less: Intangible assets
2,219,557

 
2,229,511

Tangible common equity
$
2,171,371

 
$
2,046,768

Total assets
$
21,084,950

 
$
21,180,689

Less: Intangible assets
2,219,557

 
2,229,511

Tangible assets
$
18,865,393

 
$
18,951,178

Equity to assets ratio
20.82
%
 
20.19
%
Tangible common equity ratio(1)
11.51
%
 
10.80
%
_______________________________________ 
(1)
Tangible common equity divided by tangible assets.
Results of Operations
Acquisitions Impact Earnings Performance
The comparability of financial information is affected by our acquisitions. We completed the Square 1 Financial, Inc. acquisition on October 6, 2015, adding assets of $4.6 billion. This transaction has been accounted for using the acquisition method of accounting and, accordingly, the related operating results have been included in the consolidated financial statements from the acquisition date.

41


Earnings Performance
The following table presents profitability metrics for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
Profitability Measures:
 
 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.68

 
$
0.74

 
$
0.83

 
$
1.42

 
$
1.54

Annualized return on:
 
 
 
 
 
 
 
 
 
Average assets
1.57
%
 
1.72
%
 
2.07
%
 
1.65
%
 
1.95
%
Average tangible equity (1)(2)
14.61
%
 
16.45
%
 
18.90
%
 
15.52
%
 
17.71
%
Net interest margin (tax equivalent)
5.33
%
 
5.53
%
 
5.89
%
 
5.43
%
 
5.92
%
Core net interest margin (tax equivalent) (2)(3)
5.11
%
 
5.10
%
 
5.33
%
 
5.10
%
 
5.38
%
Efficiency ratio
40.6
%
 
38.5
%
 
38.0
%
 
39.5
%
 
37.4
%
_____________________________
(1)
Calculation reduces average equity by average intangible assets.
(2)
See "Non-GAAP Measurements."
(3)
Excludes accelerated accretion of acquisition discounts from early payoffs of acquired loans.
Second Quarter of 2016 Compared to First Quarter of 2016
Net earnings were $82.2 million, or $0.68 per diluted share for the second quarter of 2016, compared to $90.5 million, or $0.74 per diluted share, for the first quarter of 2016. The quarter‑over‑quarter decrease of $8.3 million in net earnings was due to lower net interest income of $10.8 million and lower noninterest income of $12.4 million, offset by a lower provision for credit losses of $6.2 million and lower noninterest expense of $0.6 million. The decrease in net interest income was attributable to lower accretion on acquired loans, offset by lower interest expense. The decrease in noninterest income was due to lower gain on sales of securities of $7.6 million and higher FDIC loss sharing expense of $4.1 million due mainly to a $6.0 million charge incurred on the early termination of all of our loss sharing agreements with the FDIC in the second quarter of 2016.
Second Quarter of 2016 Compared to Second Quarter of 2015
Net earnings for the second quarter of 2016 were $82.2 million, or $0.68 per diluted share, compared to net earnings for the second quarter of 2015 of $85.1 million, or $0.83 per diluted share. The $2.9 million decrease in net earnings was due to higher noninterest expense of $24.8 million and a higher provision for credit losses of $7.4 million, offset by higher net interest income of $31.2 million and higher noninterest income of $2.5 million. The increase in noninterest expense was due primarily to including the operations of Square 1 subsequent to the October 6, 2015 acquisition date and lower foreclosed assets income of $2.3 million. The increase in net interest income was attributable to higher average interest-earning asset balances and lower interest expense. The increase in noninterest income was due mainly to higher other commissions and fees, higher leased equipment income, and higher foreign currency translation net gains, offset by lower dividends and realized gains on equity investments.
Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Net earnings for the six months ended June 30, 2016 were $172.6 million, or $1.42 per diluted share, compared to net earnings for the six months ended June 30, 2015 of $158.2 million, or $1.54 per diluted share. The $14.5 million increase in net earnings was due to higher net interest income of $76.7 million and higher noninterest income of $16.2 million, offset by higher noninterest expense of $51.1 million and a higher provision for credit losses of $11.1 million. The increase in net interest income was attributable to higher average interest-earning asset balances and lower interest expense. The increase in noninterest income was due mainly to higher other commissions and fees, higher leased equipment income, higher gain on sale of securities, higher service charges on deposit accounts, and higher other income, offset by lower dividends and realized gains on equity investments. The increase in noninterest expense was due primarily to including the operations of Square 1 subsequent to the October 6, 2015 acquisition date, higher loan expense, and higher foreclosed assets expense, offset by lower acquisition, integration and reorganization costs of $2.7 million.

42


Net Interest Income
Net interest income, which is our principal source of revenue, represents the difference between interest earned on interest‑earning assets and interest paid on interest‑bearing liabilities. Net interest margin is net interest income (annualized) expressed as a percentage of average interest‑earning assets. Net interest income is affected by changes in both interest rates and the volume of average interest‑earning assets and interest‑bearing liabilities.
The following table presents, for the periods indicated, the distribution of average assets, liabilities and stockholders’ equity, as well as interest income and yields earned on average interest‑earning assets and interest expense and rates paid on average interest‑bearing liabilities presented on a tax equivalent basis:
 
Three Months Ended
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
 
 
Interest
Yields
 
 
Interest
Yields
 
 
Interest
Yields
 
Average
Income/
and
 
Average
Income/
and
 
Average
Income/
and
 
Balance
Expense
Rates
 
Balance
Expense
Rates
 
Balance
Expense
Rates
 
(Dollars in thousands)
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
PCI loans
$
147,270

$
8,484

23.17
%
 
$
167,626

$
20,072

48.16
%
 
$
228,217

$
7,894

13.87
%
Non-PCI loans and leases
14,321,320

215,842

6.06
%
 
14,303,539

216,303

6.08
%
 
11,879,799

195,887

6.61
%
Total loans and leases (1)
14,468,590

224,326

6.24
%
 
14,471,165

236,375

6.57
%
 
12,108,016

203,781

6.75
%
Investment securities (2)
3,288,819

27,330

3.34
%
 
3,460,293

27,493

3.20
%
 
1,672,590

16,739

4.01
%
Deposits in financial institutions
245,666

308

0.50
%
 
230,293

308

0.54
%
 
161,683

104

0.26
%
Total interest‑earning assets (2)
18,003,075

251,964

5.63
%
 
18,161,751

264,176

5.85
%
 
13,942,289

220,624

6.35
%
Other assets
2,996,867

 
 
 
3,036,843

 
 
 
2,521,022

 
 
Total assets
$
20,999,942

 
 
 
$
21,198,594

 
 
 
$
16,463,311

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
 
 
 
 
 
 
 
 
 
 
 
Interest checking deposits
$
1,024,763

501

0.20
%
 
$
926,256

383

0.17
%
 
$
741,966

202

0.11
%
Money market deposits
4,321,533

2,886

0.27
%
 
3,848,753

2,415

0.25
%
 
2,065,190

1,088

0.21
%
Savings deposits
766,309

412

0.22
%
 
753,371

444

0.24
%
 
740,878

555

0.30
%
Time deposits
3,086,492

4,024

0.52
%
 
3,860,272

5,831

0.61
%
 
5,559,903

9,388

0.68
%
Total interest‑bearing deposits
9,199,097

7,823

0.34
%
 
9,388,652

9,073

0.39
%
 
9,107,937

11,233

0.49
%
Borrowings
300,428

352

0.47
%
 
494,725

581

0.47
%
 
81,164

88

0.43
%
Subordinated debentures
439,081

5,122

4.69
%
 
436,535

4,982

4.59
%
 
432,656

4,582

4.25
%
Total interest‑bearing liabilities
9,938,606

13,297

0.54
%
 
10,319,912

14,636

0.57
%
 
9,621,757

15,903

0.66
%
Noninterest‑bearing demand deposits
6,437,720

 
 
 
6,273,249

 
 
 
3,157,129

 
 
Other liabilities
140,023

 
 
 
166,831

 
 
 
135,677

 
 
Total liabilities
16,516,349

 
 
 
16,759,992

 
 
 
12,914,563

 
 
Stockholders’ equity
4,483,593

 
 
 
4,438,602

 
 
 
3,548,748

 
 
Total liabilities and stockholders’ equity
$
20,999,942

 
 
 
$
21,198,594

 
 
 
$
16,463,311

 
 
Net interest income (tax equivalent) (2)
 
$
238,667

 
 
 
$
249,540

 
 
 
$
204,721

 
Net interest rate spread
 
 
5.09
%
 
 
 
5.28
%
 
 
 
5.69
%
Net interest margin
 
 
5.33
%
 
 
 
5.53
%
 
 
 
5.89
%
 
 
 
 
 
 
 
 
 
 
 
 
Total deposits (3)
$
15,636,817

$
7,823

0.20
%
 
$
15,661,901

$
9,073

0.23
%
 
$
12,265,066

$
11,233

0.37
%
Funding sources (4)
$
16,376,326

$
13,297

0.33
%
 
$
16,593,161

$
14,636

0.35
%
 
$
12,778,886

$
15,903

0.50
%
_____________________
(1)
Includes nonaccrual loans and leases and loan fees.
(2)
Includes tax-equivalent adjustments of $4.9 million, $4.9 million, and $2.2 million for the three months ended June 30, 2016, March 31, 2016, and June 30, 2015, respectively, related to tax-exempt income on municipal securities. The federal statutory tax rate utilized was 35% for the periods.
(3)
Total deposits is the sum of total interest-bearing deposits and noninterest-bearing demand deposits. The cost of total deposits is calculated as annualized interest expense on deposits divided by average total deposits.
(4)
Funding sources is the sum of total interest-bearing liabilities and noninterest-bearing demand deposits. The cost of funding sources is calculated as annualized total interest expense divided by average funding sources.

43


 
Six Months Ended June 30,
 
2016
 
2015
 
 
Interest
Yields
 
 
Interest
Yields
 
Average
Income/
and
 
Average
Income/
and
 
Balance
Expense
Rates
 
Balance
Expense
Rates
 
(Dollars in thousands)
ASSETS:
 
 
 
 
 
 
 
PCI loans
$
157,448

$
28,556

36.47
%
 
$
244,343

$
18,059

14.90
%
Non-PCI loans and leases
14,312,429

432,145

6.07
%
 
11,837,651

387,819

6.61
%
Total loans and leases (1)
14,469,877

460,701

6.40
%
 
12,081,994

405,878

6.77
%
Investment securities (2)
3,374,556

54,823

3.27
%
 
1,643,169

30,719

3.77
%
Deposits in financial institutions
237,980

616

0.52
%
 
97,578

126

0.26
%
Total interest‑earning assets (2)
18,082,413

516,140

5.74
%
 
13,822,741

436,723

6.37
%
Other assets
3,016,855

 
 
 
2,557,695

 
 
Total assets
$
21,099,268

 
 
 
$
16,380,436

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
 
 
 
 
 
 
 
Interest checking deposits
$
975,509

885

0.18
%
 
$
734,399

396

0.11
%
Money market deposits
4,085,143

5,301

0.26
%
 
1,951,275

2,033

0.21
%
Savings deposits
759,840

857

0.23
%
 
748,685

1,126

0.30
%
Time deposits
3,473,382

9,853

0.57
%
 
5,521,110

18,157

0.66
%
Total interest‑bearing deposits
9,293,874

16,896

0.37
%
 
8,955,469

21,712

0.49
%
Borrowings
397,576

933

0.47
%
 
251,665

323

0.26
%
Subordinated debentures
437,808

10,104

4.64
%
 
432,630

9,107

4.24
%
Total interest‑bearing liabilities
10,129,258

27,933

0.55
%
 
9,639,764

31,142

0.65
%
Noninterest‑bearing demand deposits
6,355,484

 
 
 
3,053,997

 
 
Other liabilities
153,429

 
 
 
145,587

 
 
Total liabilities
16,638,171

 
 
 
12,839,348

 
 
Stockholders’ equity
4,461,097

 
 
 
3,541,088

 
 
Total liabilities and stockholders’ equity
$
21,099,268

 
 
 
$
16,380,436

 
 
Net interest income (tax equivalent) (2)
 
$
488,207

 
 
 
$
405,581

 
Net interest rate spread
 
 
5.19
%
 
 
 
5.72
%
Net interest margin
 
 
5.43
%
 
 
 
5.92
%
 
 
 
 
 
 
 
 
Total deposits (3)
$
15,649,358

$
16,896

0.22
%
 
$
12,009,466

$
21,712

0.36
%
Funding sources (4)
$
16,484,742

$
27,933

0.34
%
 
$
12,693,761

$
31,142

0.49
%
_____________________
(1)
Includes nonaccrual loans and leases and loan fees.
(2)
Includes tax-equivalent adjustments of $9.9 million and $4.0 million for the six months ended June 30, 2016, and June 30, 2015, respectively, related to tax-exempt income on municipal securities. The federal statutory tax rate utilized was 35% for the periods.
(3)
Total deposits is the sum of total interest-bearing deposits and noninterest-bearing demand deposits. The cost of total deposits is calculated as annualized interest expense on deposits divided by average total deposits.
(4)
Funding sources is the sum of total interest-bearing liabilities and noninterest-bearing demand deposits. The cost of funding sources is calculated as annualized total interest expense divided by average funding sources.

44


The tax equivalent net interest margin (“NIM”) and loan and lease yields are impacted by accelerated accretion of acquisition discounts resulting from early payoffs of acquired loans, which causes volatility from period to period. The effects of this item on the NIM and loan and lease yield are shown in the following table for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
NIM:
 
 
 
 
 
 
 
 
 
Reported
5.33
 %
 
5.53
 %
 
5.89
 %
 
5.43
 %
 
5.92
 %
Less: Accelerated accretion of acquisition discounts
 
 
 
 
 
 
 
 
 
from early payoffs of acquired loans
(0.22
)%
 
(0.43
)%
 
(0.56
)%
 
(0.33
)%
 
(0.54
)%
Core
5.11
 %
 
5.10
 %
 
5.33
 %
 
5.10
 %
 
5.38
 %
Loan and Lease Yield:
 
 
 
 
 
 
 
 
 
Reported
6.24
 %
 
6.57
 %
 
6.75
 %
 
6.40
 %
 
6.77
 %
Less: Accelerated accretion of acquisition discounts
 
 
 
 
 
 
 
 
 
from early payoffs of acquired loans
(0.27
)%
 
(0.54
)%
 
(0.64
)%
 
(0.41
)%
 
(0.61
)%
Core
5.97
 %
 
6.03
 %
 
6.11
 %
 
5.99
 %
 
6.16
 %
The following table presents the impact on tax equivalent net interest income and NIM from all purchase accounting items as indicated in the table below for the periods indicated:
 
Three Months Ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
 
(Dollars in thousands)
Impact on Net Interest Income:
 
 
 
 
 
 
 
 
 
Net interest income (tax equivalent)
$
238,667

 
$
249,540

 
$
233,959

 
$
195,274

 
$
204,721

Less:
 
 
 
 
 
 
 
 
 
Accelerated accretion of acquisition discounts
 
 
 
 
 
 
 
 
 
from early payoffs of acquired loans
(9,780
)
 
(19,465
)
 
(5,511
)
 
(9,659
)
 
(19,447
)
Remaining accretion of Non-PCI loan acquisition
 
 
 
 
 
 
 
 
 
discounts
(6,407
)
 
(8,403
)
 
(10,553
)
 
(7,485
)
 
(8,575
)
Total accretion of loan acquisition discounts
(16,187
)
 
(27,868
)
 
(16,064
)
 
(17,144
)
 
(28,022
)
Amortization of TruPS discount
1,393

 
1,395

 
1,397

 
1,399

 
1,400

Accretion of time deposits premium
(172
)
 
(270
)
 
(384
)
 
(576
)
 
(799
)
Total purchase accounting adjustments
(14,966
)
 
(26,743
)
 
(15,051
)
 
(16,321
)
 
(27,421
)
Net interest income - excluding purchase accounting
$
223,701

 
$
222,797

 
$
218,908

 
$
178,953

 
$
177,300

 
 
 
 
 
 
 
 
 
 
Impact on Net Interest Margin:
 
 
 
 
 
 
 
 
 
Net interest margin (tax equivalent)
5.33
 %
 
5.53
 %
 
5.22
 %
 
5.46
 %
 
5.89
 %
Less:
 
 
 
 
 
 
 
 
 
Accelerated accretion of acquisition discounts
 
 
 
 
 
 
 
 
 
from early payoffs of acquired loans
(0.22
)%
 
(0.43
)%
 
(0.12
)%
 
(0.27
)%
 
(0.56
)%
Remaining accretion of Non-PCI loan acquisition
 
 
 
 
 
 
 
 
 
discounts
(0.14
)%
 
(0.19
)%
 
(0.24
)%
 
(0.21
)%
 
(0.25
)%
Total accretion of loan acquisition discounts
(0.36
)%
 
(0.62
)%
 
(0.36
)%
 
(0.48
)%
 
(0.81
)%
Amortization of TruPS discount
0.03
 %
 
0.03
 %
 
0.03
 %
 
0.04
 %
 
0.04
 %
Accretion of time deposits premium
 %
 
(0.01
)%
 
(0.01
)%
 
(0.02
)%
 
(0.02
)%
Total purchase accounting adjustments
(0.33
)%
 
(0.60
)%
 
(0.34
)%
 
(0.46
)%
 
(0.79
)%
Net interest margin - excluding purchase accounting
5.00
 %
 
4.93
 %
 
4.88
 %
 
5.00
 %
 
5.10
 %


45


Second Quarter of 2016 Compared to First Quarter of 2016
Net interest income decreased by $10.8 million to $233.8 million for the second quarter of 2016 compared to $244.6 million for the first quarter of 2016 due to lower accretion on acquired loans. The decrease in accretion was related mostly to lower accelerated accretion from the payoff of one PCI loan in the first quarter. The loan and lease yield for the second quarter of 2016 was 6.24% compared to 6.57% for the first quarter of 2016. The decrease in the loan and lease yield was due to the lower accretion on acquired loans and the lower yield on new production compared to the current portfolio yield. Total accretion on acquired loans was $16.2 million in the second quarter of 2016 (45 basis points on the loan and lease yield) compared to $27.9 million in the first quarter of 2016 (77 basis points on the loan and lease yield). Excluding accelerated accretion, the core loan and lease yield was 5.97% in the second quarter compared to 6.03% in the first quarter.
The tax equivalent NIM for the second quarter of 2016 was 5.33% compared to 5.53% for the first quarter of 2016. The decrease in the tax equivalent NIM was due to lower accretion on acquired loans. Total accretion on acquired loans contributed 36 basis points to the NIM in the second quarter of 2016 and 62 basis points in the first quarter of 2016. Excluding accelerated accretion, the core NIM was 5.11% for the second quarter and 5.10% for the first quarter. Tax-exempt interest income contributed 11 points to the tax equivalent NIM for the second quarter of 2016 and 11 basis points for the first quarter of 2016.
The cost of total deposits decreased to 0.20% in the second quarter of 2016 from 0.23% in the first quarter of 2016 due to the increased average balance of noninterest-bearing deposits combined with a lower average cost and balance of time deposits.
Second Quarter of 2016 Compared to Second Quarter of 2015
Net interest income increased by $31.2 million to $233.8 million for the second quarter of 2016 compared to $202.6 million for the second quarter of 2015 due mainly to higher average interest-earning asset balances attributable to the Square 1 acquisition, offset partially by lower yields on average loans and leases and investment securities. The loan and lease yield for the second quarter of 2016 was 6.24% compared to 6.75% for the same quarter of 2015. The decrease in the loan and lease yield was due mainly to yields on newly originated loans being lower than the average portfolio yield and the higher-yielding PCI loan portfolio being a smaller percentage of the entire loan portfolio, offset by the PCI loan yield being higher in the current period. Total accretion on acquired loans was $16.2 million in the second quarter of 2016 (45 basis points on the loan and lease yield) compared to $28.0 million in the second quarter of 2015 (92 basis points on the loan and lease yield).
The tax equivalent NIM for the second quarter of 2016 was 5.33% compared to 5.89% for the same quarter last year. The decrease in the tax equivalent NIM was due mostly to lower yields on new production compared to the average portfolio yield, the lower yield on average investment securities, and the higher-yielding PCI loan portfolio being a smaller percentage of the entire loan portfolio, offset by the PCI loan yield being higher in the current period. Total accretion on acquired loans contributed 36 basis points to the NIM for the second quarter of 2016 compared to 81 basis points for the second quarter of 2015. Tax-exempt interest income contributed 11 basis points to the tax equivalent NIM for the second quarter of 2016 and 6 basis points for the second quarter of 2015.
The cost of total deposits decreased to 0.20% for the second quarter of 2016 from 0.37% for the second quarter of 2015 due mainly to the $3.8 billion of lower-cost core deposits added in the Square 1 acquisition, a lower level of higher-cost time deposits, and a lower average cost of interest-bearing deposits.
Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Net interest income increased by $76.7 million to $478.4 million for the six months ended June 30, 2016 compared to $401.6 million for the six months ended June 30, 2015 due mainly to higher average interest-earning asset balances attributable to the Square 1 acquisition, offset partially by lower yields on average loans and leases and investment securities. The loan and lease yield for the first six months of 2016 was 6.40% compared to 6.77% for the same period in 2015. The decrease in the loan and lease yield was due mainly to yields on new production being lower than the average portfolio yield and the higher-yielding PCI loan portfolio being a smaller percentage of the entire loan portfolio, offset by the PCI loan yield being higher in the current period. Total accretion on acquired loans was $44.1 million during the six months ended June 30, 2016 (62 basis points on the loan and lease yield) compared to $56.5 million during the six months ended June 30, 2015 (94 basis points on the loan and lease yield).

46


The tax equivalent NIM for the first six months of 2016 was 5.43% compared to 5.92% for the same period last year. The decrease in the tax equivalent NIM was due mostly to lower yields on new production compared to the average portfolio yield, the lower yield on average investment securities, and the higher-yielding PCI loan portfolio being a smaller percentage of the entire loan portfolio, offset by the PCI loan yield being higher in the current period. Total accretion on acquired loans contributed 49 basis points to the NIM for the six months ended June 30, 2016 compared to 83 basis points for the six months ended June 30, 2015. Tax-exempt interest income contributed 11 basis points to the tax equivalent NIM for the first six months of 2016 and 6 basis points for the same period last year.
The cost of total deposits decreased to 0.22% for the six months ended June 30, 2016 from 0.36% for the six months ended June 30, 2015 due mainly to the $3.8 billion of lower-cost core deposits added in the Square 1 acquisition, a lower level of higher-cost time deposits, and a lower average cost of interest-bearing deposits.
Provision for Credit Losses
The following table sets forth the details of the provision for credit losses and allowance for credit losses data for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(Dollars in thousands)
Provision For Credit Losses:
 
 
 
 
 
 
 
 
 
Addition to allowance for Non‑PCI loans and leases
$
11,625

 
$
19,165

 
$
4,000

 
$
30,790

 
$
20,604

Addition to reserve for unfunded loan
 
 
 
 
 
 
 
 
 
commitments
375

 
835

 
1,000

 
1,210

 
1,563

Total provision for Non‑PCI loans and leases
12,000

 
20,000

 
5,000

 
32,000

 
22,167

Provision for PCI Loans
1,903

 
140

 
1,529

 
2,043

 
796

Total provision for credit losses
$
13,903

 
$
20,140

 
$
6,529

 
$
34,043

 
$
22,963

 
 
 
 
 
 
 
 
 
 
Non‑PCI Credit Quality Metrics:
 
 
 
 
 
 
 
 
 
Net charge‑offs (recoveries) on Non-PCI
 
 
 
 
 
 
 
 
 
loans and leases
$
432

 
$
3,892

 
$
(1,367
)
 
$
4,324

 
$
6,013

Annualized net charge‑offs (recoveries) to
 
 
 
 
 
 
 
 
 
average Non-PCI loans and leases
0.01
%
 
0.11
%
 
(0.05
)%
 
0.06
%
 
0.10
%
At period end:
 
 
 
 
 
 
 
 
 
Allowance for credit losses
149,944

 
138,376

 
92,921

 
 
 
 
Non‑PCI nonaccrual loans and leases
127,655

 
130,418

 
131,178

 
 
 
 
Non‑PCI classified loans and leases
441,035

 
384,698

 
379,988

 
 
 
 
Allowance for credit losses to Non‑PCI
 
 
 
 
 
 
 
 
 
loans and leases
1.03
%
 
0.96
%
 
0.78
 %
 
 
 
 
Allowance for credit losses to Non‑PCI
 
 
 
 
 
 
 
 
 
nonaccrual loans and leases
117.5
%
 
106.1
%
 
70.8
 %
 
 
 
 
Provisions for credit losses are charged to earnings for both on and off‑balance sheet credit exposures. We have a provision for credit losses on our Non‑PCI loans and leases and a provision for credit losses on our PCI loans. The provision for credit losses on our Non‑PCI loans and leases is based on our allowance methodology and is an expense, or contra‑expense, that, in our judgment, is required to maintain an adequate allowance for credit losses. Our allowance methodology uses our actual historical loan and lease charge-off experience on pools of similar loans and leases, considers the current credit risk ratings, giving greater weight to loans with more adverse credit risk ratings, and considers subjective criteria such as current economic trends and forecasts, current commercial real estate values and performance trends, and the loan portfolio credit performance trends. The provision for credit losses on our PCI loans results from decreases or increases in expected cash flows on such loans compared to those previously estimated.

47


We recorded a provision for credit losses of $13.9 million in the second quarter of 2016 and $20.1 million in the first quarter of 2016 in accordance with our allowance methodology. The provision for the six months ended June 30, 2016 was $34.0 million compared to $23.0 million in the same period last year and increased due to net portfolio growth, portfolio mix and asset quality, including the level of recoveries and specific reserves.
Certain circumstances may lead to increased provisions for credit losses in the future. Examples of such circumstances are net loan and lease and unfunded commitment growth, an increased amount of loan and lease charge-offs, changes in economic conditions, such as the rate of economic growth, the rate of inflation, the unemployment rate, increases in the general level of interest rates, declines in real estate values and adverse conditions in borrowers’ businesses. See further discussion in “Balance Sheet Analysis - Allowance for Credit Losses on Non‑PCI Loans” and “Balance Sheet Analysis - Allowance for Credit Losses on PCI Loans” contained herein.
Noninterest Income
The following table summarizes noninterest income by category for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
3,633

 
$
3,856

 
$
2,612

 
$
7,489

 
$
5,186

Other commissions and fees
11,073

 
11,489

 
7,123

 
22,562

 
12,519

Leased equipment income
8,523

 
8,244

 
5,375

 
16,767

 
10,757

Gain on sale of loans and leases
388

 
245

 
163

 
633

 
163

Gain (loss) on sale of securities
478

 
8,110

 
(186
)
 
8,588

 
3,089

FDIC loss sharing expense, net
(6,502
)
 
(2,415
)
 
(5,107
)
 
(8,917
)
 
(9,506
)
Other income:
 
 
 
 
 
 
 
 
 
Dividends and realized gains on equity investments
2,185

 
246

 
8,169

 
2,431

 
11,646

Foreign currency translation net gains (losses)
324

 
606

 
(1,377
)
 
930

 
1,220

Income recognized on early repayment of leases
27

 
922

 
1,648

 
949

 
2,384

Other
1,992

 
3,236

 
1,203

 
5,228

 
3,036

Total noninterest income
$
22,121

 
$
34,539

 
$
19,623

 
$
56,660

 
$
40,494


Second Quarter of 2016 Compared to First Quarter of 2016
Noninterest income decreased by $12.4 million to $22.1 million for the second quarter of 2016 compared to $34.5 million for the first quarter of 2016 due mostly to a $7.6 million decrease in net gains on sales of securities and a $4.1 million increase in FDIC loss sharing expense. The second quarter of 2016 included minimal sales of securities compared to $335 million of securities sales in the first quarter resulting in the lower net gains. The second quarter included a $6.0 million pre-tax charge related to the early termination of our loss sharing agreements with the FDIC; there is no similar charge in any other quarters presented. In addition, dividends and gains on equity investments increased by $1.9 million and other income decreased by $1.2 million. First quarter other income included a loan syndication fee ($0.9 million), a death benefit received on a BOLI policy ($0.6 million) and a loss on the sale of the Pacific Western Equipment Finance (“PWEF”) leasing unit ($0.7 million); there were no similar items in the second quarter.

48


Second Quarter of 2016 Compared to Second Quarter of 2015
Noninterest income increased by $2.5 million to $22.1 million for the second quarter of 2016 compared to $19.6 million for the second quarter of 2015. The increase was due mostly to higher other commissions and fees of $4.0 million, higher leased equipment income of $3.1 million, higher foreign currency translation net gains of $1.7 million, higher service charges on deposit accounts of $1.0 million, and higher other income of $0.8 million, offset by lower dividends and realized gains on equity investments of $6.0 million, lower income recognized on the early repayment of leases of $1.6 million, and higher FDIC loss sharing expense of $1.4 million. The increase in other commissions and fees included $2.1 million from foreign exchange fees and $0.7 million from credit card fee income. Both revenue streams were gained in the Square 1 acquisition. The increase in service charges on deposits was due primarily to increased deposits as a result of the Square 1 acquisition. The increase in FDIC loss sharing expense was due mainly to the $6.0 million charge related to the early termination of our loss sharing agreements with the FDIC in the second quarter of 2016, offset by lower amortization expense of the FDIC loss sharing asset.
Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Noninterest income increased by $16.2 million to $56.7 million for the six months ended June 30, 2016 compared to $40.5 million for the six months ended June 30, 2015. The increase was due mostly to higher other commissions and fees of $10.0 million, higher leased equipment income of $6.0 million, higher gain on sales of securities of $5.5 million, higher service charges on deposit accounts of $2.3 million, and higher other income of $2.2 million, offset by lower dividends and realized gains on equity investments of $9.2 million. The increase in other commissions and fees was comprised mostly of $3.8 million from foreign exchange fees, $1.5 million from credit card fee income, $3.2 million from loan prepayment fees, and $0.8 million from letter of credit fees. The increases in the first two items are due to the Square 1 acquisition. The increase in service charges on deposits was due primarily to increased deposits as a result of the Square 1 acquisition.
Noninterest Expense
The following table summarizes noninterest expense by category for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
 
Compensation
$
62,174

 
$
61,065

 
$
49,033

 
$
123,239

 
$
96,770

Occupancy
12,193

 
12,632

 
10,588

 
24,825

 
21,188

Data processing
5,644

 
5,904

 
4,402

 
11,548

 
8,710

Other professional services
3,223

 
3,572

 
3,332

 
6,795

 
6,553

Insurance and assessments
4,951

 
4,965

 
4,716

 
9,916

 
7,741

Intangible asset amortization
4,371

 
4,746

 
1,502

 
9,117

 
3,003

Leased equipment depreciation
5,286

 
5,024

 
3,103

 
10,310

 
6,206

Foreclosed assets income, net
(3
)
 
(561
)
 
(2,340
)
 
(564
)
 
(2,004
)
Acquisition, integration and reorganization costs

 
200

 
900

 
200

 
2,900

Other expense:
 
 
 
 
 
 
 
 
 
Loan expense
2,323

 
2,155

 
1,486

 
4,478

 
1,825

Other
9,919

 
10,986

 
8,554

 
20,905

 
16,744

Total noninterest expense
$
110,081

 
$
110,688

 
$
85,276

 
$
220,769

 
$
169,636


49


The following table presents the components of foreclosed assets (income) expense, net for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Foreclosed Assets (Income) Expense:
 
 
 
 
 
 
 
 
 
Provision for losses
$

 
$

 
$
282

 
$

 
$
406

Operating (income) expense
27

 
(57
)
 
(2,642
)
 
(30
)
 
(2,536
)
(Gain) loss on sale
(30
)
 
(504
)
 
20

 
(534
)
 
126

Total foreclosed assets (income) expense, net
$
(3
)
 
$
(561
)
 
$
(2,340
)
 
$
(564
)
 
$
(2,004
)

Second Quarter of 2016 Compared to First Quarter of 2016
Noninterest expense decreased by $0.6 million to $110.1 million for the second quarter of 2016 compared to $110.7 million for the first quarter of 2016. Noninterest expense decreased in most expense categories in the second quarter due partly to the sale of the PWEF leasing unit at the end of the first quarter. Compensation expense increased $1.1 million due mostly to higher stock-based compensation and incentive expense offset by lower payroll tax expense. Foreclosed assets income is lower by $0.6 million due to lower gains on foreclosed asset sales compared to the prior quarter.
Second Quarter of 2016 Compared to Second Quarter of 2015
Noninterest expense increased by $24.8 million to $110.1 million for the second quarter of 2016 compared to $85.3 million for the second quarter of 2015. The increase was due primarily to including the operations of Square 1 subsequent to its October 6, 2015 acquisition date and lower foreclosed assets income of $2.3 million. Foreclosed assets income decreased in the second quarter of 2016 because we had fewer foreclosed properties generating income than in the prior period.
Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Noninterest expense increased by $51.1 million to $220.8 million for the six months ended June 30, 2016 compared to $169.6 million for the six months ended June 30, 2015. The increase was due primarily to including the operations of Square 1 subsequent to its October 6, 2015 acquisition date and higher loan-related expense of $2.7 million, offset by lower acquisition, integration and reorganization costs of $2.7 million. Loan-related expense increased due to lower recoveries of legal costs; the first six months of 2015 included a $1.7 million recovery of legal costs on a single matter.
Income Taxes
The effective tax rate for the second quarter of 2016 was 37.7% compared to 39.0% for the first quarter of 2016 and 34.7% for the second quarter of 2015. The expected effective tax rate for the calendar year 2016 remains around 39%. The Company's blended statutory tax rate for federal and state is 41%.


50



Balance Sheet Analysis
Investment Portfolio
The following table presents the components, yields, and durations of our securities available-for-sale as of the date indicated:
 
June 30, 2016
 
Amortized
 
Fair
 
 
 
Duration
Security Type:
Cost
 
Value
 
Yield(1)(2)
 
(in years)
 
(Dollars in thousands)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
Government agency and government-sponsored enterprise
 
 
 
 
 
 
 
pass through securities
$
509,895

 
$
520,519

 
2.12%
 
2.8
Government agency and government-sponsored enterprise
 
 
 
 
 
 
 
collateralized mortgage obligations
161,207

 
165,211

 
1.95%
 
2.1
Private label collateralized mortgage obligations
144,935

 
149,569

 
5.72%
 
2.1
Municipal securities
1,449,194

 
1,553,286

 
3.99%
 
6.4
Government agency and government-sponsored enterprise
 
 
 
 
 
 
 
commercial mortgage-backed securities
449,096

 
464,399

 
2.58%
 
5.1
Corporate debt securities
47,218

 
46,727

 
7.56%
 
5.2
Collateralized loan obligations
155,309

 
153,887

 
2.89%
 
0.1
SBA securities
195,621

 
197,301

 
1.21%
 
1.9
Asset-backed and other securities
96,910

 
96,647

 
2.78%
 
2.4
Total securities available-for-sale
$
3,209,385

 
$
3,347,546

 
3.25%
 
4.6
______________________________________ 
(1)
Represents the yield for the month of June 30, 2016.
(2)
Tax-equivalent basis.
The following table shows the geographic composition of the majority of our municipal securities portfolio as of the date indicated:
 
June 30, 2016
 
Carrying
 
% of
Municipal Securities by State:
Value
 
Total
 
(Dollars in thousands)
 California
$
219,486

 
14
%
 New York
190,421

 
12
%
 Washington
174,294

 
11
%
 Texas
119,333

 
8
%
 Ohio
99,288

 
6
%
 District of Columbia
69,415

 
4
%
 Massachusetts
68,739

 
4
%
 Florida
54,450

 
4
%
 Oregon
45,817

 
3
%
 Illinois
40,804

 
3
%
Total of 10 largest states
1,082,047

 
69
%
All other states
471,239

 
31
%
Total municipal securities
$
1,553,286

 
100
%


51



Loans and Leases
The following table presents the composition of our total loans and leases as of the dates indicated:
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
 
 
% of
 
 
 
% of
 
 
 
% of
 
Amount
 
Total
 
Amount
 
Total
 
Amount
 
Total
 
(Dollars in thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Healthcare real estate
$
1,152,433

 
8
%
 
$
1,184,380

 
8
%
 
$
1,230,787

 
9
%
Hospitality
712,900

 
5
%
 
690,097

 
5
%
 
656,750

 
5
%
SBA program
473,465

 
3
%
 
468,281

 
3
%
 
473,960

 
3
%
Other commercial real estate
2,180,411

 
15
%
 
2,297,618

 
16
%
 
2,284,036

 
16
%
Total commercial real estate
4,519,209

 
31
%
 
4,640,376

 
32
%
 
4,645,533

 
33
%
Income producing residential
1,011,651

 
7
%
 
982,116

 
7
%
 
1,035,164

 
7
%
Owner-occupied residential
153,133

 
1
%
 
167,882

 
1
%
 
176,045

 
1
%
Total residential real estate
1,164,784

 
8
%
 
1,149,998

 
8
%
 
1,211,209

 
8
%
Total real estate mortgage
5,683,993

 
39
%
 
5,790,374

 
40
%
 
5,856,742

 
41
%
Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial
417,144

 
3
%
 
308,191

 
2
%
 
345,991

 
2
%
Residential
281,788

 
2
%
 
269,965

 
2
%
 
184,382

 
1
%
Total real estate construction and land
698,932

 
5
%
 
578,156

 
4
%
 
530,373

 
3
%
Total real estate loans
6,382,925

 
44
%
 
6,368,530

 
44
%
 
6,387,115

 
44
%
Commercial:
 
 
 
 
 
 
 
 
 
 
 
Technology cash flow
1,002,709

 
7
%
 
993,110

 
7
%
 
978,283

 
7
%
Security cash flow
430,591

 
3
%
 
467,563

 
3
%
 
450,544

 
3
%
Healthcare cash flow
821,698

 
6
%
 
931,701

 
7
%
 
865,355

 
6
%
Other cash flow
793,441

 
5
%
 
781,094

 
5
%
 
779,783

 
5
%
Total cash flow
3,048,439

 
21
%
 
3,173,468

 
22
%
 
3,073,965

 
21
%
Lender finance & timeshare
1,730,870

 
12
%
 
1,641,294

 
11
%
 
1,587,577

 
11
%
Healthcare asset-based
214,242

 
1
%
 
207,231

 
1
%
 
228,445

 
2
%
Other asset-based
738,801

 
5
%
 
741,073

 
5
%
 
731,643

 
5
%
Total asset-based
2,683,913

 
18
%
 
2,589,598

 
17
%
 
2,547,665

 
18
%
Equity funds group
270,722

 
2
%
 
204,299

 
1
%
 
228,863

 
2
%
Early stage
369,803

 
3
%
 
362,421

 
3
%
 
347,298

 
2
%
Expansion stage
725,482

 
5
%
 
654,398

 
5
%
 
600,541

 
4
%
Later stage
300,345

 
2
%
 
286,670

 
2
%
 
281,311

 
2
%
Venture capital
1,666,352

 
12
%
 
1,507,788

 
11
%
 
1,458,013

 
10
%
Equipment finance
646,940

 
4
%
 
733,228

 
5
%
 
890,349

 
6
%
Total commercial
8,045,644

 
55
%
 
8,004,082

 
55
%
 
7,969,992

 
55
%
Consumer
212,891

 
1
%
 
110,905

 
1
%
 
121,147

 
1
%
Total loans and leases, net of deferred fees
$
14,641,460

 
100
%
 
$
14,483,517

 
100
%
 
$
14,478,254

 
100
%
 
Our real estate loan portfolio exposes us to risks associated with mortgage loans on commercial property. Commercial real estate mortgage loan repayments typically do not rely on the sale of the underlying collateral, but instead rely on the income producing potential of the collateral as the source of repayment. However, due to the loan amortization period generally being greater than the contractual loan term, the borrower may be required to refinance the loan, either with us or another lender, or pay off the loan, by selling the underlying collateral. Our commercial-related real estate loans do not expose us to risks generally associated with residential mortgage loans such as option adjustable-rate mortgage ("ARM"), interest-only, or subprime mortgage loans.

52



The following table presents the geographic composition of our real estate loans by the top 10 states and all other states combined (in the order presented for the current quarter-end) as of the dates indicated:
 
June 30, 2016
 
December 31, 2015
 
 
 
% of
 
 
 
% of
Real Estate Loans by State:
Amount
 
Total
 
Amount
 
Total
 
(Dollars in thousands)
California
$
3,348,683

 
52.4
%
 
$
3,121,801

 
48.9
%
Florida
458,081

 
7.2
%
 
488,793

 
7.6
%
New York
447,273

 
7.0
%
 
315,433

 
4.9
%
Texas
227,387

 
3.6
%
 
342,815

 
5.4
%
Pennsylvania
227,284

 
3.6
%
 
215,945

 
3.4
%
Virginia
185,301

 
2.9
%
 
182,040

 
2.8
%
Illinois
145,458

 
2.3
%
 
157,431

 
2.5
%
New Jersey
121,289

 
1.9
%
 
120,793

 
1.9
%
Maryland
117,691

 
1.8
%
 
71,747

 
1.1
%
Indiana
80,918

 
1.3
%
 
89,019

 
1.4
%
Total of 10 largest states
5,359,365

 
84.0
%
 
5,105,817

 
79.9
%
All other states
1,023,560

 
16.0
%
 
1,281,298

 
20.1
%
Total real estate loans
$
6,382,925

 
100.0
%
 
$
6,387,115

 
100.0
%
The following table presents a roll forward of the loan and lease portfolio for the period indicated:
 
Three Months Ended
Loan and Lease Roll Forward: (1)
June 30, 2016
 
(Dollars in thousands)
Beginning balance
$
14,483,517

New production
931,423

Existing loans and leases:
 
    Principal repayments, net(2)
(720,003
)
    Loan and lease sales
(51,597
)
    Charge-offs
(1,880
)
Ending balance
$
14,641,460

 
 
Weighted average yield on new production
5.06
%
_______________________________________ 
(1)
Includes direct financing leases but excludes equipment leased to others under operating leases.
(2)
Includes principal repayments on existing loans, changes in revolving lines of credit (repayments and draws), loan participation sales and other changes within the loan portfolio.

53



Credit Exposure Affected by Low Oil Prices
At June 30, 2016, we had 19 outstanding loan and lease relationships totaling $116.9 million to borrowers and lessees primarily involved in the oil and gas industry down from $137.3 million at December 31, 2015. The obligors under these loans and leases either conduct oil and gas extraction or provide industrial support services to such types of businesses. The collateral for these loans and leases includes primarily equipment, such as drilling and mining equipment and transportation vehicles, used directly and indirectly in these activities. At June 30, 2016, five relationships totaling $48.5 million were on nonaccrual status and were classified, up from three relationships totaling $47.1 million at December 31, 2015. The largest of these relationships had an aggregate outstanding balance of $39.9 million at June 30, 2016. Reserves related to our total oil and gas services industry exposure were approximately 18% at June 30, 2016, which included reserves of approximately 34% related to our impaired oil and gas services industry exposure. Unfunded commitments related to the oil and gas portfolio totaled $21.0 million at June 30, 2016 and relate to three relationships governed with a borrowing base for accounts receivable and inventory.
The following table presents loan and lease relationships with exposure to the oil and gas industry as of the date indicated:
 
June 30, 2016
 
Obligors
 
Amount
 
% of Total
 
(Dollars in thousands)
Nonaccrual
5

 
$
48,471

 
42
%
Large, rated companies(1)
3

 
45,757

 
39
%
All others(2)
11

 
22,644

 
19
%
Total oil & gas support services
19

 
$
116,872

 
100
%
_______________________________________ 
(1)
Borrowing entity or obligor contractual counterpart rated BB- or higher.
(2)
Average relationship balance of approximately $2.1 million.
Allowance for Credit Losses on Non-PCI Loans and Leases
The allowance for credit losses on non-purchased credit impaired ("Non-PCI") loans and leases is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The allowance for loan and lease losses is reported as a reduction of outstanding loan and lease balances and the reserve for unfunded loan commitments is included within "Accrued interest payable and other liabilities" on the condensed consolidated balance sheets. The following discussion is for Non-PCI loans and leases and the allowance for credit losses thereon. Refer to "Balance Sheet Analysis - Allowance for Credit Losses on PCI Loans" for the policy on PCI loans. For loans and leases acquired and measured at fair value and deemed non-impaired on the acquisition date, our allowance methodology measures deterioration in credit quality or other inherent risks related to these acquired assets that may occur after the acquisition date.
The allowance for loan and lease losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent risks in the loan and lease portfolio and other extensions of credit at the balance sheet date. The allowance is based upon our continual review of the credit quality of the loan and lease portfolio, which includes loan and lease payment trends, borrowers' compliance with loan agreements, borrowers' current and budgeted financial performance, collateral valuation trends, and current economic factors and external conditions that may affect our borrowers' ability to pay. Loans and leases that are deemed to be uncollectable are charged off and deducted from the allowance. The provision for loan and lease losses and recoveries on loans and leases previously charged off are added to the allowance.
The allowance for loan and lease losses contains a general reserve component for loans and leases with no credit impairment and a specific reserve component for loans and leases determined to be impaired.
A loan or lease is considered impaired when it is probable that we will be unable to collect all amounts due according to the original contractual terms of the agreement. We assess our loans for impairment on an ongoing basis using certain criteria such as payment performance, borrower reported financial results and budgets, and other external factors when appropriate. We measure impairment of a loan based upon the fair value of the loan’s collateral if the loan is collateral-dependent or the present value of cash flows, discounted at the loan’s effective interest rate, if the loan is not collateral-dependent. We measure impairment of a lease based upon the present value of the scheduled lease and residual cash flows, discounted at the lease's effective interest rate. To the extent a loan or lease balance exceeds the estimated collectable value, a specific reserve or charge-off is recorded depending upon the certainty of the estimate of loss. Smaller balance loans (under $250,000), with a few exceptions for certain loan types, are generally not individually assessed for impairment but are evaluated collectively.

54



The methodology we use to estimate the general reserve component of our allowance for credit losses considers both quantitative and qualitative criteria. The quantitative criteria uses our actual historical loan and lease charge-off experience on pools of similar loans and leases to establish loss factors that are applied to our current loan and lease balances to estimate inherent credit losses. When estimating the general reserve component for the various pools of similar loan types, the loss factors applied to the loan pools consider the current credit risk ratings, giving greater weight to loans with more adverse credit risk ratings. We recognize that the determination of the allowance for loan and lease losses is sensitive to the assigned credit risk ratings and inherent loss rates at any given point in time. To ensure the accuracy of our credit risk ratings, an independent credit review function assesses the ratings assigned to loans on an ongoing basis.
The qualitative criteria considered when establishing the loss factors include the following:
current economic trends and forecasts;
current commercial real estate values, performance trends, and overall outlook in the markets where we lend;
legal and regulatory matters that could impact our borrowers’ ability to repay our loans and leases;
our loan and lease portfolio composition and any loan concentrations;
our current lending policies and the effects of any new policies or policy amendments;
our new loan and lease origination volume and the nature of it;
our loan and lease portfolio credit performance trends; and
the results of our ongoing independent credit review.
The reserve for unfunded commitments is estimated using the same loss factors as used for the allowance for loan and lease losses and is computed based only on the expected usage of the unfunded commitments.
The credit risk ratings assigned to every loan and lease are either “pass,” “special mention,” “substandard” or “doubtful” and defined as follows:
Pass: Loans and leases classified as "pass" are not adversely classified and collection and repayment in full are expected.
Special Mention: Loans and leases classified as "special mention" have a potential weakness that requires management's attention. If not addressed, these potential weaknesses may result in further deterioration in the borrower's ability to repay the loan or lease.
Substandard: Loans and leases classified as "substandard" have a well-defined weakness or weaknesses that jeopardize the collection of the debt. They are characterized by the possibility that we will sustain some loss if the weaknesses are not corrected.
Doubtful: Loans and leases classified as "doubtful" have all the weaknesses of those classified as "substandard," with the additional trait that the weaknesses make collection or repayment in full highly questionable and improbable.
In addition, we may refer to the loans and leases with assigned credit risk ratings of "substandard" and "doubtful" together as "classified" loans and leases. For further information on classified loans and leases, see Note 5, Loans and Leases, of the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in "Item 1. Condensed Consolidated Financial Statements (Unaudited)."
Management believes the allowance for credit losses is appropriate for the known and inherent risks in our Non-PCI loan and lease portfolio and the credit risk ratings and inherent loss rates currently assigned are appropriate. It is possible that others, given the same information, may at any point in time reach different conclusions that could result in a significant impact to the Company's financial statements. In addition, current credit risk ratings are subject to change as we continue to monitor our loans and leases. To the extent we experience, for example, increased levels of documentation deficiencies, adverse changes in collateral values, or negative changes in economic and business conditions that adversely affect our borrowers, our classified loans and leases may increase. Higher levels of classified loans and leases generally result in increased provisions for credit losses and an increased allowance for credit losses. Although we have established an allowance for credit losses that we consider appropriate, there can be no assurance that the established allowance will be sufficient to absorb related losses in the future.

55



The following table presents information regarding the allowance for credit losses on Non-PCI loans and leases as of the dates indicated:
 
June 30,
 
March 31,
 
December 31,
 
June 30,
Non-PCI Allowance for Credit Losses Data:
2016
 
2016
 
2015
 
2015
 
(Dollars in thousands)
Allowance for loan and lease losses
$
132,000

 
$
120,807

 
$
105,534

 
$
85,047

Reserve for unfunded loan commitments
17,944

 
17,569

 
16,734

 
7,874

Total allowance for credit losses
$
149,944

 
$
138,376

 
$
122,268

 
$
92,921

 
 
 
 
 
 
 
 
Allowance for credit losses to loans and leases
1.03
%
 
0.96
%
 
0.85
%
 
0.78
%
Allowance for credit losses to nonaccrual loans and leases
117.5
%
 
106.1
%
 
94.8
%
 
70.8
%
All acquired loans are recorded initially at their estimated fair value with such initial fair value including an estimate of credit losses. Two additional credit coverage ratios shown in the table below are presented to give an indication of overall credit risk coverage:
 
June 30, 2016
 
March 31, 2016
 
Non-PCI
 
 
 
 
 
Non-PCI
 
 
 
 
Non-PCI Adjusted Allowance for
Loans and
 
Allowance/
 
Coverage
 
Loans and
 
Allowance/
 
Coverage
Credit Losses to Loans and Leases:
Leases
 
Discount
 
Ratio
 
Leases
 
Discount
 
Ratio
 
(Dollars in thousands)
Adjustment for acquired loans and leases
 
 
 
 
 
 
 
 
 
 
 
and related allowance:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
14,566,425

 
$
149,944

 
1.03
%
 
$
14,365,915

 
$
138,376

 
0.96
%
Acquired loans and leases
(5,131,674
)
 
(37,440
)
 
 
 
(5,468,875
)
 
(34,231
)
 
 
     Adjusted balance
$
9,434,751

 
$
112,504

 
1.19
%
 
$
8,897,040

 
$
104,145

 
1.17
%
 
 
 
 
 
 
 
 
 
 
 
 
Adjustment for unamortized purchase
 
 
 
 
 
 
 
 
 
 
 
discount on acquired loans and leases:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
14,566,425

 
$
149,944

 
1.03
%
 
$
14,365,915

 
$
138,376

 
0.96
%
Unamortized purchase discount
65,391

 
65,391

 
 
 
78,761

 
78,761

 
 
     Adjusted balance
$
14,631,816

 
$
215,335

 
1.47
%
 
$
14,444,676

 
$
217,137

 
1.50
%
The first additional credit coverage ratio calculation makes adjustments for acquired loans and leases and the related allowance. Our Non‑PCI loans and leases at June 30, 2016, included $5.1 billion in loans and leases acquired in acquisitions. These acquired loans and leases were initially recorded at their estimated fair values and such initial fair values included an estimate of credit losses. The allowance calculation for Non‑PCI loans and leases takes into consideration those acquired loans and leases whose credit quality has deteriorated since their acquisition dates. At June 30, 2016, our allowance for credit losses included $37.4 million related to these acquired loans and leases. When these acquired loans and leases are excluded from the total of Non‑PCI loans and leases and the related allowance is excluded from the allowance for credit losses, the result is an adjusted coverage ratio of our allowance for credit losses to Non‑PCI loans and leases of 1.19% at June 30, 2016; at March 31, 2016, this ratio was 1.17%.
The second additional credit coverage ratio calculation makes an adjustment for the unamortized purchase discount on acquired loans and leases. Our acquired Non-PCI loans and leases included an unamortized purchase discount of $65.4 million at June 30, 2016, which is assigned specifically to those loans and leases only. Such discount represents the acquisition date fair value adjustment based on market, liquidity, interest rate and credit risk. When the unamortized purchase discount is added back separately to both our Non-PCI loans and leases and allowance for credit losses, the result is an adjusted coverage ratio of our allowance for credit losses to Non-PCI loans and leases of 1.47% at June 30, 2016; at March 31, 2016, this ratio was 1.50%.

56



The unamortized purchase discount is being accreted to interest income over the remaining life of the respective loans and leases primarily using the interest method. Use of the interest method results in steadily declining amounts being taken into income in each reporting period. The remaining discount of $65.4 million at June 30, 2016 is expected to be substantially accreted to income by the end of 2018.
The following table presents the changes in our allowance for credit losses on Non-PCI loans and leases for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
Non-PCI Allowance for Credit Losses:
2016
 
2016
 
2015
 
2016
 
2015
 
(Dollars in thousands)
Allowance for credit losses, beginning of period
$
138,376

 
$
122,268

 
$
86,554

 
$
122,268

 
$
76,767

Provision for credit losses:
 
 
 
 
 
 
 
 
 
Addition to allowance for loan and lease losses
11,625

 
19,165

 
4,000

 
30,790

 
20,604

Addition to reserve for unfunded
 
 
 
 
 
 
 
 
 
loan commitments
375

 
835

 
1,000

 
1,210

 
1,563

Provision for credit losses
12,000

 
20,000

 
5,000

 
32,000

 
22,167

Loans and leases charged off:
 
 
 
 
 
 
 
 
 
Real estate mortgage
(866
)
 
(737
)
 
(62
)
 
(1,603
)
 
(1,515
)
Commercial
(655
)
 
(4,045
)
 
(534
)
 
(4,700
)
 
(8,929
)
Consumer
(191
)
 
(591
)
 
(27
)
 
(782
)
 
(90
)
Total loans and leases charged off
(1,712
)
 
(5,373
)
 
(623
)
 
(7,085
)
 
(10,534
)
Recoveries on loans charged off:
 
 
 
 
 
 
 
 
 
Real estate mortgage
939

 
999

 
200

 
1,938

 
1,495

Real estate construction and land
6

 
152

 
12

 
158

 
644

Commercial
312

 
314

 
1,744

 
626

 
2,154

Consumer
23

 
16

 
34

 
39

 
228

Total recoveries on loans charged off
1,280

 
1,481

 
1,990

 
2,761

 
4,521

Net (charge-offs) recoveries
(432
)
 
(3,892
)
 
1,367

 
(4,324
)
 
(6,013
)
Allowance for credit losses, end of period
$
149,944

 
$
138,376

 
$
92,921

 
$
149,944

 
$
92,921

 
 
 
 
 
 
 
 
 
 
Annualized net charge-offs (recoveries) to
 
 
 
 
 
 
 
 
 
average loans and leases
0.01
%
 
0.11
%
 
(0.05
)%
 
0.06
%
 
0.10
%
Allowance for Credit Losses on PCI Loans
The PCI loans are subject to our internal and external credit review. For PCI loans, the allowance for loan losses is measured at the end of each financial reporting period based on expected cash flows. Decreases or (increases) in the amount and changes in the timing of expected cash flows on the PCI loans as of the financial reporting date compared to those previously estimated are usually recognized by recording a provision or a (negative provision) for credit losses on such loans. If deterioration in the expected cash flows results in a reserve requirement, a provision for credit losses is charged to earnings.
The following table presents the changes in our allowance for credit losses on PCI loans for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
PCI Allowance for Credit Losses:
2016
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Allowance for credit losses on PCI loans,
 
 
 
 
 
 
 
 
 
beginning of period
$
9,554

 
$
9,577

 
$
12,698

 
$
9,577

 
$
13,999

Provision
1,903

 
140

 
1,529

 
2,043

 
796

Net (charge-offs) recoveries
(168
)
 
(163
)
 
101

 
(331
)
 
(467
)
Allowance for credit losses on PCI loans, end of period
$
11,289

 
$
9,554

 
$
14,328

 
$
11,289

 
$
14,328


57



Nonperforming Assets and Performing Restructured Loans
The following table presents nonperforming assets and performing restructured loans information as of the dates indicated:
 
June 30,
 
March 31,
 
December 31,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
(Dollars in thousands)
Nonaccrual Non-PCI loans and leases
$
127,655

 
$
130,418

 
$
129,019

 
$
131,178

Nonaccrual PCI loans(1)
2,025

 
3,241

 
4,596

 
6,016

Total nonaccrual loans and leases
129,680

 
133,659

 
133,615

 
137,194

Non-PCI accruing loans contractually past due 90 days or more

 
2,538

 
700

 

Foreclosed assets, net
16,181

 
18,310

 
22,120

 
31,668

Total nonperforming assets
$
145,861

 
$
154,507

 
$
156,435

 
$
168,862

 
 
 
 
 
 
 
 
Performing restructured loans(2)
$
71,709

 
$
66,829

 
$
40,182

 
$
38,203

Nonaccrual loans and leases to loans and leases
0.88
%
 
0.92
%
 
0.92
%
 
1.14
%
Nonperforming assets to loans and leases and foreclosed assets, net
0.99
%
 
1.06
%
 
1.08
%
 
1.40
%
_______________________________________ 
(1)
Represents legacy CapitalSource Inc. borrowing relationships placed on nonaccrual status as of the acquisition date.
(2)
Excludes PCI loans.

Nonperforming assets include Non-PCI and PCI nonaccrual loans and leases and foreclosed assets and totaled $145.9 million at June 30, 2016 compared to $154.5 million at March 31, 2016. The $8.6 million decrease in nonperforming assets during the second quarter of 2016 was due to a $4.0 million decrease in nonaccrual loans and leases, a $2.5 million decrease in Non-PCI accruing loans contractually past due 90 days or more, and a $2.1 million decrease in foreclosed assets. The ratio of nonperforming assets to loans and leases and foreclosed assets decreased to 0.99% at June 30, 2016 from 1.06% at March 31, 2016.
Nonaccrual Loans and Leases
During the second quarter of 2016, nonaccrual loan and leases decreased by $4.0 million to $129.7 million at June 30, 2016 due mainly to $10.9 million in principal payments and other reductions and $0.6 million returned to accrual status, offset by additions of $7.5 million.

58



The following table presents our Non-PCI nonaccrual loans and leases and accruing loans and leases past due between 30 and 89 days by portfolio segment and class as of the dates indicated:
 
Nonaccrual Loans and Leases
 
Accruing and
 
June 30, 2016
 
March 31, 2016
 
30 - 89 Days Past Due
 
 
 
% of
 
 
 
% of
 
June 30,
 
March 31,
 
 
 
Loan
 
 
 
Loan
 
2016
 
2015
 
Amount
 
Category
 
Amount
 
Category
 
Amount
 
Amount
 
(Dollars in thousands)
Real estate mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
29,183

 
1
%
 
$
30,357

 
1
%
 
$
2,126

 
$
4,968

Residential
4,238

 
%
 
5,807

 
1
%
 
171

 
730

Total real estate mortgage
33,421

 
1
%
 
36,164

 
1
%
 
2,297

 
5,698

Real estate construction and land:
 
 
 
 
 
 
 
 
 
 
 
Commercial

 
%
 

 
%
 

 

Residential
368

 
%
 
370

 
%
 

 

Total real estate construction and land
368

 
%
 
370

 
%
 

 

Commercial:
 
 
 
 
 
 
 
 
 
 
 
Cash flow
38,146

 
1
%
 
39,665

 
1
%
 
389

 
639

Asset-based
1,986

 
%
 
2,046

 
%
 

 

Venture capital
1,088

 
%
 

 
%
 
3,548

 
9,554

Equipment finance (1)
52,432

 
8
%
 
51,247

 
7
%
 

 
1,870

Total commercial
93,652

 
1
%
 
92,958

 
1
%
 
3,937

 
12,063

Consumer
214

 
%
 
926

 
1
%
 

 
30

Total Non-PCI loans and leases
$
127,655

 
1
%
 
$
130,418

 
1
%
 
$
6,234

 
$
17,791

_______________________________________ 
(1)
Includes nonaccrual loans and leases to companies involved in the oil and gas industries of $48.5 million and $45.5 million at June 30, 2016 and March 31, 2016.

As of June 30, 2016, the Company's ten largest Non-PCI loan relationships on nonaccrual status had an aggregate carrying value of $100 million and represented 78.3% of total Non-PCI nonaccrual loans and leases. The largest of these relationships had an aggregate carrying value of $39.9 million. The borrower's business has been adversely affected by low oil prices.
Foreclosed Assets
The following table presents the components of foreclosed assets (primarily other real estate owned, or OREO) as of the dates indicated:
 
June 30,
 
March 31,
 
December 31,
 
June 30,
Property Type:
2016
 
2016
 
2015
 
2015
 
(In thousands)
Commercial real estate
$

 
$

 
$
487

 
$
3,704

Construction and land development
13,800

 
13,800

 
13,801

 
18,942

Multi-family

 

 

 
4,551

Single family residence
852

 
897

 
952

 
2,260

Total OREO, net
14,652

 
14,697

 
15,240

 
29,457

Other foreclosed assets
1,529

 
3,613

 
6,880

 
2,211

Total foreclosed assets
$
16,181

 
$
18,310

 
$
22,120

 
$
31,668

During the second quarter of 2016, foreclosed assets decreased by $2.1 million to $16.2 million at June 30, 2016 due to sales of $2.1 million.

59



Performing Restructured Loans
During the second quarter of 2016, Non-PCI performing troubled debt restructured loans increased by $4.9 million to $71.7 million at June 30, 2016. The increase was attributable to new TDRs of $6.5 million and $0.6 million of transfers from nonaccrual restructured loans to performing restructured loans, offset by $2.3 million in payoffs and other reductions. At June 30, 2016, we had $59.5 million in real estate mortgage loans, $7.1 million in real estate construction and land loans, $4.8 million in commercial loans, and $0.2 million in consumer loans that were accruing interest under the terms of troubled debt restructurings.
The majority of the number of performing troubled debt restructured loans were on accrual status prior to the loan modifications and have remained on accrual status after the loan modifications due to the borrowers making payments before and after the restructurings.
Deposits
The following table presents the balance of each major category of deposits at the dates indicated:
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
 
 
% of
 
 
 
% of
 
 
 
% of
Deposit Category:
Amount
 
Total
 
Amount
 
Total
 
Amount
 
Total
 
(Dollars in thousands)
Noninterest-bearing demand deposits
$
6,222,696

 
41
%
 
$
6,139,963

 
40
%
 
$
6,171,455

 
39
%
Interest checking deposits
1,035,395

 
7

 
921,189

 
6

 
874,349

 
5

Money market deposits
3,392,811

 
22

 
3,144,843

 
20

 
2,782,974

 
18

Savings deposits
761,090

 
5

 
764,323

 
5

 
742,795

 
5

Total core deposits
11,411,992

 
75

 
10,970,318

 
71

 
10,571,573

 
67

Brokered non-maturity deposits
972,820

 
7

 
985,784

 
6

 
942,253

 
6

Total non-maturity deposits
12,384,812

 
82

 
11,956,102

 
77

 
11,513,826

 
73

Time deposits under $100,000
1,114,074

 
7

 
1,357,598

 
9

 
1,656,227

 
11

Time deposits $100,000 and over
1,649,123

 
11

 
2,127,675

 
14

 
2,496,129

 
16

Total time deposits
2,763,197

 
18

 
3,485,273

 
23

 
4,152,356

 
27

Total deposits
$
15,148,009

 
100
%
 
$
15,441,375

 
100
%
 
$
15,666,182

 
100
%
Total deposits decreased by $293.4 million during the second quarter to $15.1 billion at June 30, 2016, due mainly to a decrease in time deposits of $722.1 million, offset partially by an increase in core deposits of $441.7 million. At June 30, 2016, core deposits totaled $11.4 billion, or 75% of total deposits, including $6.2 billion of noninterest-bearing demand deposits, or 41% of total deposits.

60



The following table summarizes the maturities of time deposits, together with their weighted average contractual rate, as of the date indicated:
 
June 30, 2016
 
Time
 
Time
 
 
 
 
 
Deposits
 
Deposits
 
Total
 
 
 
Under
 
$100,000
 
Time
 
Contractual
Maturity:
$100,000
 
or More
 
Deposits
 
Rate
 
(Dollars in thousands)
Due in three months or less
$
509,260

 
$
797,536

 
$
1,306,796

 
0.51%
Due in over three months through six months
241,605

 
405,875

 
647,480

 
0.49%
Due in over six months through twelve months
259,628

 
339,701

 
599,329

 
0.35%
Due in over 12 months through 24 months
79,726

 
70,554

 
150,280

 
0.65%
Due in over 24 months
23,855

 
35,457

 
59,312

 
0.85%
Total
$
1,114,074

 
$
1,649,123

 
$
2,763,197

 
0.49%
 
 
 
 
 
 
 
 
At March 31, 2016
$
1,357,598

 
$
2,127,675

 
$
3,485,273

 
0.61%
Brokered time deposits totaled $151.7 million and $165.5 million at June 30, 2016 and March 31, 2016.
At June 30, 2016 and March 31, 2016, we had $537 million and $733 million, respectively, of time deposits that exceeded the FDIC insurance limit of $250,000, while the remaining $2.2 billion and $2.8 billion of time deposits met or fell below the FDIC insurance limit.
Regulatory Matters
Capital
Bank regulatory agencies measure capital adequacy through standardized risk-based capital guidelines that compare different levels of capital (as defined by such guidelines) to risk-weighted assets and off-balance sheet obligations. At June 30, 2016, banks considered to be “well capitalized” must maintain a minimum Tier 1 leverage ratio of 5.00%, a minimum common equity Tier 1 risk-based capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, and a minimum total risk-based capital ratio of 10.00%. Regulatory capital requirements limit the amount of deferred tax assets that may be included when determining the amount of regulatory capital. Deferred tax asset amounts in excess of the calculated limit are disallowed from regulatory capital. At June 30, 2016, such disallowed amounts were $11.4 million for the Company and $0.1 million for the Bank. No assurance can be given that the regulatory capital deferred tax asset limitation will not increase in the future or that the Company or Bank will not have increased deferred tax assets that are disallowed.
Basel III, the comprehensive regulatory capital rules for U.S. banking organizations became effective for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain components and other provisions. The most significant provisions of Basel III which applied to the Company and the Bank were as follows: the phase-out of trust preferred securities from Tier 1 capital, the higher risk-weighting of high volatility and past due real estate loans, and the capital treatment of deferred tax assets and liabilities above certain thresholds.

61



The following table presents our actual capital amounts and ratios for the Company and the Bank under Basel III as of the dates indicated:
 
 
 
 
 
Well Capitalized
 
 
 
 
 
 
 
Minimum
 
Excess
 
Actual
 
Requirement
 
Capital
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
(Dollars in thousands)
June 30, 2016
 
 
 
 
 
 
 
 
 
Tier I Leverage
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,229,467

 
11.92
%
 
$
934,854

 
5.00
%
 
$
1,294,613

Pacific Western Bank
$
2,119,160

 
11.38
%
 
$
930,692

 
5.00
%
 
$
1,188,468

Common Equity Tier I Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,229,467

 
12.72
%
 
$
1,138,840

 
6.50
%
 
$
1,090,627

Pacific Western Bank
$
2,119,160

 
12.13
%
 
$
1,135,251

 
6.50
%
 
$
983,909

Tier I Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,229,467

 
12.72
%
 
$
1,401,649

 
8.00
%
 
$
827,818

Pacific Western Bank
$
2,119,160

 
12.13
%
 
$
1,397,232

 
8.00
%
 
$
721,928

Total Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,817,781

 
16.08
%
 
$
1,752,061

 
10.00
%
 
$
1,065,720

Pacific Western Bank
$
2,280,363

 
13.06
%
 
$
1,746,541

 
10.00
%
 
$
533,822

December 31, 2015
 
 
 
 
 
 
 
 
 
Tier I Leverage
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,164,152

 
11.67
%
 
$
927,359

 
5.00
%
 
$
1,236,793

Pacific Western Bank
$
2,057,546

 
11.40
%
 
$
902,204

 
5.00
%
 
$
1,155,342

Common Equity Tier I Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,159,741

 
12.58
%
 
$
1,116,069

 
6.50
%
 
$
1,043,672

Pacific Western Bank
$
2,057,546

 
12.03
%
 
$
1,111,913

 
6.50
%
 
$
945,633

Tier I Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,164,152

 
12.60
%
 
$
1,373,623

 
8.00
%
 
$
790,529

Pacific Western Bank
$
2,057,546

 
12.03
%
 
$
1,368,508

 
8.00
%
 
$
689,038

Total Capital
 
 
 
 
 
 
 
 
 
PacWest Bancorp Consolidated
$
2,687,377

 
15.65
%
 
$
1,717,029

 
10.00
%
 
$
970,348

Pacific Western Bank
$
2,189,388

 
12.80
%
 
$
1,710,635

 
10.00
%
 
$
478,753

Beginning January 1, 2016, Basel III implemented a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively comprised of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not to the leverage ratio. At June 30, 2016, the Company and Bank are in compliance with the capital conservation buffer requirement. The capital conservation buffer will increase by 0.625% each year through 2019, at which point, the common equity tier 1, tier 1 and total capital ratio minimums inclusive of the capital conservation buffer will be 7.0%, 8.5% and 10.5%, respectively.

62



Subordinated Debentures
We issued subordinated debentures to trusts that were established by us or entities we previously acquired, which, in turn, issued trust preferred securities. The carrying value of subordinated debentures totaled $439.3 million at June 30, 2016. At June 30, 2016, none of the trust preferred securities was included in the Company's Tier I capital under the phase-out limitations of Basel III, and $427.1 million was included in Tier II capital.
Dividends on Common Stock and Interest on Subordinated Debentures
As a bank holding company, we are required to notify the Board of Governors of the Federal Reserve System (“FRB”) prior to declaring and paying a dividend to stockholders during any period in which quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Interest payments made by us on subordinated debentures are considered dividend payments under FRB regulations.
Liquidity
Liquidity Management
The goals of our liquidity management are to ensure the ability of the Company to meet its financial commitments when contractually due and to respond to other demands for funds such as the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers who have unfunded commitments. We have an Executive Management Asset Liability Management Committee ("Executive ALM Committee"), which is comprised of members of senior management and is responsible for managing balance sheet and off-balance sheet commitments to meet the needs of customers while achieving our financial objectives. Our Executive ALM Committee meets regularly to review funding capacities, current and forecasted loan demand, and investment opportunities.
We manage our liquidity by maintaining pools of liquid assets on-balance sheet, consisting of cash and due from banks, interest-earning deposits in other financial institutions and unpledged investment securities available-for-sale, which we refer to as our primary liquidity. In addition, we also maintain available borrowing capacity under secured borrowing lines with the FHLB and the Federal Reserve Bank of San Francisco (“FRBSF”), which we refer to as our secondary liquidity. In addition to its secured lines of credit, the Bank also maintains unsecured lines of credit, subject to availability, of $80.0 million with correspondent banks and $99.0 million with the FHLB, both for the purchase of overnight funds. As of June 30, 2016, there was a $90.0 million balance outstanding related to the the FHLB unsecured line of credit. In March 2016, the Bank became a member of the American Financial Exchange, through which it may either borrow or lend funds on an overnight basis with a group of pre-approved commercial banks. The availability of funds changes daily. As of June 30, 2016, there was a $40.0 million balance outstanding.
The following tables provide a summary of the Bank’s primary and secondary liquidity levels at the dates indicated:
 
June 30,
 
March 31,
 
December 31,
 
2016
 
2016
 
2015
 
(Dollars in thousands)
Primary Liquidity - On-Balance Sheet:
 
 
 
 
 
Cash and due from banks
$
226,471

 
$
161,977

 
$
161,020

Interest-earning deposits in financial institutions
218,882

 
357,541

 
235,466

Securities available-for-sale
3,347,546

 
3,240,586

 
3,559,437

Less: pledged securities
(442,884
)
 
(414,575
)
 
(421,574
)
Total primary liquidity
$
3,350,015

 
$
3,345,529

 
$
3,534,349

 
 
 
 
 
 
Ratio of primary liquidity to total deposits
22.1
%
 
21.7
%
 
22.6
%

63



 
June 30,
 
March 31,
 
December 31,
 
2016
 
2016
 
2015
 
(In thousands)
Secondary Liquidity - Off-Balance Sheet
 
 
 
 
 
Available Secured Borrowing Capacity:
 
 
 
 
 
Total secured borrowing capacity with the FHLB
$
2,043,979

 
$
2,253,307

 
$
2,500,000

Less: secured advances outstanding
(787,000
)
 
(550,000
)
 
(618,000
)
Net secured borrowing capacity with the FHLB
1,256,979

 
1,703,307

 
1,882,000

Secured borrowing capacity with the FRBSF
1,829,572

 
2,121,451

 
2,078,292

Total secondary liquidity
$
3,086,551

 
$
3,824,758

 
$
3,960,292

During the three months ended June 30, 2016, the Bank’s primary liquidity increased by $4.5 million due primarily to a $107.0 million increase in investment securities available-for-sale and a $64.5 million increase in cash and due from banks, offset by a $138.7 million decrease in interest-earning deposits in financial institutions and a $28.3 million increase in pledged investment securities available-for-sale. The Bank’s secondary liquidity decreased by $738.2 million during the second quarter due mainly to a $291.9 million decrease in the borrowing capacity on the secured credit line with the FRBSF, a $209.3 million decrease in the borrowing capacity on the secured credit line with the FHLB and a $237.0 million increase in FHLB secured advances outstanding.
At June 30, 2016, certain qualifying loans totaling $3.0 billion were specifically pledged as collateral for the secured borrowing line maintained with the FRBSF. The FHLB borrowing lines are secured by a blanket lien on certain qualifying loans that are not pledged to the FRBSF.
In addition to our primary liquidity, the Bank generates liquidity from cash flows from our loan and securities portfolios and from our large base of core customer deposits, defined as noninterest-bearing demand, interest checking, money market, and savings accounts. At June 30, 2016, such core deposits totaled $11.4 billion and represented 75% of the Bank's total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company promoting long-standing relationships and stable funding sources. See "Balance Sheet Analysis - Deposits" for additional information and detail of our core deposits.
Customer deposit balances may decrease if interest rates increase significantly or if corporate customers move funds from the Bank generally. In order to address the Bank’s liquidity risk as deposit balances may fluctuate, the Bank maintains adequate levels of available liquidity.
Our liquidity policy establishes various liquidity guidelines for the Bank. The policy includes guidelines for On-Balance Sheet Liquidity (a measurement of primary liquidity to total deposits plus borrowings), Coverage and Crisis Coverage Ratios (measurements of liquid assets to expected short-term liquidity required for the loan and deposit portfolios under normal and stressed conditions), Loan to Funding Ratio (measurement of gross loans net of fees divided by deposits plus FHLB borrowings), Wholesale Funding Ratio (measurement of wholesale funding divided by interest-earning assets), and other guidelines developed for measuring and maintaining liquidity. As of June 30, 2016, we were in compliance with all liquidity guidelines established in the liquidity policy.
We use brokered deposits, the availability of which is uncertain and subject to competitive market forces, for liquidity management purposes. At June 30, 2016, brokered deposits totaled $1.1 billion, consisting of $151.7 million of brokered time deposits, $972.8 million of non-maturity brokered sweep accounts, and $13.4 million of other brokered deposits. At December 31, 2015, brokered deposits totaled $1.2 billion, consisting of $272.5 million of brokered time deposits, $942.3 million of non-maturity brokered sweep accounts, and $15.3 million of other brokered deposits. The amount of our brokered deposits fluctuates based on market conditions and liquidity and funding needs. Brokered deposits are an effective source of funding due to the large amount of deposits that can be obtained in a short period of time.

64



Holding Company Liquidity
The primary sources of liquidity for the holding company include dividends from the Bank, intercompany tax payments from the Bank, and our ability to raise capital, issue subordinated debt and secure outside borrowings. Our ability to obtain funds for the payment of dividends to our stockholders and for other cash requirements is largely dependent upon the Bank’s earnings. The Bank is subject to restrictions under certain federal and state laws and regulations that limit its ability to transfer funds to the holding company through intercompany loans, advances or cash dividends.
Dividends paid by California state-chartered banks are regulated by the California Department of Business Oversight (“DBO”) under its general supervisory authority as it relates to a bank’s capital requirements and the FDIC. A state bank may declare a dividend without the approval of the DBO and the FDIC as long as the total dividends declared in a calendar year do not exceed either the retained earnings or the total of net profits for three previous fiscal years less any dividends paid during such period. During the three and six months ended June 30, 2016, PacWest received $65.0 million and $129.0 million in dividends from the Bank. Since the Bank had an accumulated deficit of $561.9 million at June 30, 2016, for the foreseeable future, any dividends from the Bank to the holding company will continue to require DBO and FDIC approval.
At June 30, 2016, PacWest had $460.2 million in cash, of which substantially all is on deposit at the Bank. We believe this amount of cash, along with anticipated dividends from the Bank, will be sufficient to fund the holding company’s cash flow needs over the next 12 months. PacWest acts a source of financial strength for the Bank which can also include being a source of liquidity.
Contractual Obligations
The following table summarizes the known contractual obligations of the Company as of the date indicated:
 
June 30, 2016
 
Due
 
Due in
 
Due in
 
Due
 
 
 
Within
 
One to
 
Three to
 
After
 
 
 
One Year
 
Three Years
 
Five Years
 
Five Years
 
Total
 
(In thousands)
Time deposits(1)
$
2,553,242

 
$
192,242

 
$
17,691

 
$

 
$
2,763,175

Overnight FHLB and American Financial
 
 
 
 
 
 
 
 
 
Exchange borrowings
917,000

 

 

 

 
917,000

Long-term debt obligations(1)
753

 
396

 
59

 
540,329

 
541,537

Contractual interest(2)
3,624

 
2,327

 
610

 

 
6,561

Operating lease obligations
24,949

 
42,714

 
31,906

 
35,364

 
134,933

Other contractual obligations
167,691

 
26,784

 
12,572

 
22,536

 
229,583

Total
$
3,667,259

 
$
264,463

 
$
62,838

 
$
598,229

 
$
4,592,789

_______________________________________ 
(1)
Excludes purchase accounting fair value adjustments.
(2)
Excludes interest on subordinated debentures as these instruments are variable rate.
Long-term debt obligations include subordinated debentures. Debt obligations are also discussed in Note 7, Borrowings and Subordinated Debentures, in the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in “Item 1. Condensed Consolidated Financial Statements (Unaudited).” Operating lease obligations are discussed in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The other contractual obligations relate to our minimum liability associated with our data and item processing contract with a third-party provider, commitments to contribute capital to investments in low income housing project partnerships and private equity funds, commitments to purchase loans, and commitments under deferred compensation arrangements.
We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity, and continued deposit gathering activities. We believe we have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

65



Off-Balance Sheet Arrangements
Our obligations also include off-balance sheet arrangements consisting of loan and lease-related commitments, of which only a portion is expected to be funded. At June 30, 2016, our loan and lease-related commitments, including standby letters of credit, totaled $4.1 billion. The commitments, which may result in funded loans and leases, increase our profitability through net interest income when drawn. We manage our overall liquidity taking into consideration funded and unfunded commitments as a percentage of our liquidity sources. Our liquidity sources have been and are expected to be sufficient to meet the cash requirements of our lending activities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This analysis should be read in conjunction with text under the caption "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2015, which text is incorporated herein by reference. Our analysis of market risk and market-sensitive financial information contains forward-looking statements and is subject to the disclosure at the beginning of Item 2 regarding such forward-looking information.
Market Risk - Foreign Currency Exchange
We enter into foreign exchange contracts with our clients and counterparty banks primarily for the purpose of offsetting or hedging clients' transaction and economic exposures arising out of commercial transactions. We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing certain asset and liability balances that are denominated in currencies other than the U.S. Dollar. We recognized foreign currency gains of $0.9 million and $1.2 million for the six months ended June 30, 2016 and 2015. In June 2015, we hedged our Euro-denominated subordinated debentures with a cross currency swap to reduce the related foreign currency translation volatility.

Asset/Liability Management and Interest Rate Sensitivity
Interest Rate Risk
We measure our interest rate risk position, or "IRR", on at least a quarterly basis using two methods: (i) net interest income simulation analysis; and (ii) market value of equity modeling. The Executive ALM Committee and the Board Asset Liability Management Committee review the results of these analyses quarterly. If hypothetical changes to interest rates cause changes to our simulated net present value of equity and/or net interest income outside our pre‑established limits, we may adjust our asset and liability mix in an effort to bring our interest rate risk exposure within our established limits.
We evaluated the results of our net interest income simulation ("NII simulation model") and market value of equity models ("MVE model") prepared as of June 30, 2016, the results of which are presented below. Our net interest income simulation indicates that our balance sheet is asset sensitive. An asset sensitive profile would suggest that a sudden sustained increase in rates would result in an increase in our estimated net interest income and market value of equity, while a liability sensitive profile would suggest that these amounts would decrease. In general, we view the net interest income model results as more relevant to our current operating profile and manage our balance sheet giving priority to this information.
Net Interest Income Simulation
We used a NII simulation model to measure the estimated changes in net interest income that would result over the next 12 months from immediate and sustained changes in interest rates as of June 30, 2016. This model is an interest rate risk management tool and the results are not necessarily an indication of our future net interest income. This model has inherent limitations and these results are based on a given set of rate changes and assumptions at one point in time. We have assumed no growth in either our total interest‑sensitive assets or liabilities over the next 12 months, therefore the results reflect an interest rate shock to a static balance sheet.
This analysis calculates the difference between net interest income forecasted using both increasing and decreasing interest rate scenarios using the forward yield curve at June 30, 2016. In order to arrive at the base case, we extend our balance sheet at June 30, 2016 one year and reprice any assets and liabilities that would contractually reprice or mature during that period using the products’ pricing as of June 30, 2016. Based on such repricing, we calculate an estimated net interest income and net interest margin.

66



The repricing relationship for each of our assets and liabilities includes many assumptions. For example, the substantial majority of our loans are variable‑rate, which are assumed to reprice in accordance with their contractual terms. Some loans and investment vehicles include the opportunity of prepayment (imbedded options) and the simulation model uses prepayment assumptions to estimate these prepayments and reinvest these proceeds at current simulated yields. Our deposit products reprice at our discretion and are assumed to reprice more slowly in a rising or declining interest rate environment and usually reprice at a rate less than the change in market rates. The effects of certain balance sheet attributes, such as fixed‑rate loans, variable‑rate loans that have reached their floors, and the volume of noninterest‑bearing deposits as a percentage of earning assets, impact our assumptions and consequently the results of our NII simulation model. Changes that could vary significantly from our assumptions include loan and deposit growth or contraction, changes in the mix of our earning assets or funding sources, and future asset/liability management decisions, all of which may have significant effects on our net interest income.
The following table presents as of June 30, 2016, forecasted net interest income and net interest margin for the next 12 months using a base market interest rate and the estimated change to the base scenario given immediate and sustained parallel upward and downward movements in interest rates of 100, 200 and 300 basis points:
 
 
 
 
 
 
 
 
 
Estimated
 
 
 
 
 
Estimated
June 30, 2016
Net Interest
 
Percentage
 
Estimated
 
Net Interest
Interest Rate Scenario:
Income
 
Change
 
Net Interest
 
Margin Change
 
(Tax Equivalent)
 
From Base
 
Margin
 
From Base
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Up 300 basis points
$
1,054.7

 
13.1%
 
5.79%
 
0.66%
Up 200 basis points
$
1,009.5

 
8.3%
 
5.55%
 
0.42%
Up 100 basis points
$
966.1

 
3.6%
 
5.32%
 
0.19%
BASE CASE
$
932.2

 
 
5.13%
 
Down 100 basis points
$
919.0

 
(1.4)%
 
5.06%
 
(0.07)%
Down 200 basis points
$
914.5

 
(1.9)%
 
5.03%
 
(0.10)%
Down 300 basis points
$
910.4

 
(2.3)%
 
5.01%
 
(0.12)%

Total base case year 1 tax equivalent net interest income was relatively unchanged at $932.2 million at June 30, 2016 compared to $932.5 million at March 31, 2016.
In addition to parallel interest rate shock scenarios, we also model various alternative rate vectors that are viewed as more likely to occur in a typical monetary policy tightening cycle. One such scenario provides for market rates to increase during the next six months in accordance with the forward yield curve and thereafter to increase by 25 basis points every six months. The expected first year NII under this alternative rising rate scenario would be approximately 0.6% higher than the base case.
Of the $14.7 billion of total loans in the portfolio, $11.2 billion have variable interest rate terms of which $4.9 billion would immediately reprice at June 30, 2016.

67



The following table presents variable-rate loans at their floors and the amounts for which the fully-indexed rates would rise off of the floors and reprice as a result of the rate increases shown.
June 30, 2016
 
 
Rate
Cumulative
 
Increase
Amount of
 
Needed to
Loans
 
Reprice
(Dollars in millions)
 
 
$
4,395

 
100 bps
$
4,776

 
200 bps
$
4,903

 
300 bps
Additionally, certain adjustable-rate hybrid ARM loans do not immediately reprice because the loans contain an initial fixed-rate period before they become adjustable. The cumulative amounts of hybrid ARM loans that would switch from being fixed-rate to adjustable-rate because the initial fixed-rate term would expire was approximately $126 million, $295 million, and $461 million in the next one, two, and three years. Approximately 67% of the variable and adjustable-rate loans have a LIBOR index rate.
Market Value of Equity
We measure the impact of market interest rate changes on the net present value of estimated cash flows from our assets, liabilities and off‑balance sheet items, defined as the market value of equity, using our MVE model. This simulation model assesses the changes in the market value of our interest‑sensitive financial instruments that would occur in response to an instantaneous and sustained increase or decrease in market interest rates of 100, 200, and 300 basis points. This analysis assigns significant value to our noninterest-bearing deposit balances. The projections include various assumptions regarding cash flows and interest rates and are by their nature forward‑looking and inherently uncertain.
The MVE model is an interest rate risk management tool and the results are not necessarily an indication of our actual future results. Actual results may vary significantly from the results suggested by the market value of equity table. Loan prepayments and deposit attrition, changes in the mix of our earning assets or funding sources, and future asset/liability management decisions, among others, may vary significantly from our assumptions. The base case is determined by applying various current market discount rates to the estimated cash flows from the different types of assets, liabilities and off‑balance sheet items existing at June 30, 2016.
The following table shows the projected change in the market value of equity for the set of rate scenarios presented as of June 30, 2016:
 
 
 
 
 
 
 
 
 
Ratio of
 
Estimated
 
Dollar
 
Percentage
 
Percentage
 
Estimated
June 30, 2016
Market
 
Change
 
Change
 
of Total
 
Market Value
Interest Rate Scenario:
Value
 
From Base
 
From Base
 
Assets
 
to Book Value
 
(Dollars in millions)
 
 
 
 
 
 
Up 300 basis points
$
5,403

 
$
133

 
2.5
 %
 
25.6
%
 
119.7
%
Up 200 basis points
$
5,368

 
$
98

 
1.9
 %
 
25.4
%
 
118.9
%
Up 100 basis points
$
5,323

 
$
52

 
1.0
 %
 
25.2
%
 
117.9
%
BASE CASE
$
5,270

 
$

 
 %
 
24.9
%
 
116.8
%
Down 100 basis points
$
5,210

 
$
(61
)
 
(1.1
)%
 
24.6
%
 
115.4
%
Down 200 basis points
$
5,045

 
$
(225
)
 
(4.3
)%
 
23.9
%
 
111.8
%
Down 300 basis points
$
4,961

 
$
(309
)
 
(5.9
)%
 
23.5
%
 
109.9
%

68



In comparing the June 30, 2016 simulation results to March 31, 2016, our base case market value of equity has increased $130 million while our overall profile has become more asset sensitive. The increased asset sensitivity is primarily due to decreasing the prepayment speed assumption for a portion of the loan portfolio and the shift in deposit mix to higher levels of non-maturity deposits. The increase in base case market value of equity was due primarily to a $57 million increase in the book value of stockholders' equity quarter over quarter and an $85 million increase in the fair value of non-maturity deposits offset partially by an $11 million decrease in the net present value of loans and leases. The fair value of non-maturity deposits increased because of an increase for the average life assumption used to value Square 1 Bank Division core deposits. The net present value of loans and leases declined because of an increase in the discount rate used to value loans, which is derived from the prevailing spread of high yield bonds.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was carried out by the Company's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, these disclosure controls and procedures were effective.
There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements (Unaudited) is incorporated herein by reference.
In addition, in the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon information currently available to us, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations.
ITEM 1A. RISK FACTORS
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2015. See also "Forward-Looking Information" disclosed in Part I, Item 2 of this quarterly report on Form 10-Q.

69



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents stock purchases made during the second quarter of 2016:
 
Total
 
 
 
Number of
 
Average
 
Shares
 
Price Paid
Purchase Dates
Purchased(1)
 
Per Share
April 1, 2016 - April 30, 2016

 
$

May 1, 2016 - May 31, 2016
115,162

 
37.12

June 1, 2016 - June 30, 2016

 

Total
115,162

 
$
37.12

__________________________
(1)
Shares repurchased pursuant to net settlement by employees and directors, in satisfaction of income tax withholding obligations incurred through the vesting of Company stock awards.
ITEM 6. INDEX TO EXHIBITS
Exhibit Number
Description
2.3
Agreement and Plan of Merger dated March 1, 2015 between PacWest Bancorp and Square 1 Financial, Inc. (Exhibit 2.1 to Form 8-K filed on March 5, 2015 and incorporated herein by this reference).
3.1
Certificate of Incorporation, as amended, of PacWest Bancorp, a Delaware corporation, dated April 22, 2008 (Exhibit 3.1 to Form 8-K filed on May 14, 2008 and incorporated herein by this reference).
3.2
Certificate of Amendment of Certificate of Incorporation of PacWest Bancorp, a Delaware Corporation, dated May 14, 2010 (Exhibit 3.1 to Form 8-K filed on May 14, 2010 and incorporated herein by this reference).
3.5
Amended and Restated Bylaws of PacWest Bancorp, a Delaware corporation, dated November 5, 2014 (Exhibit 3.5 to Form 10-Q filed on November 7, 2014 and incorporated herein by this reference).
10.1
PacWest Bancorp 2003 Stock Incentive Plan, as amended and restated, dated May 16, 2016 (Exhibit 10.1 to Form 8-K filed on May 18, 2016 and incorporated herein by this reference).
31.1
Section 302 Certification of Chief Executive Officer. *
31.2
Section 302 Certification of Chief Financial Officer. *
32.1
Section 906 Certification of Chief Executive Officer. *
32.2
Section 906 Certification of Chief Financial Officer. *
101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) the Condensed Consolidated Statements of Earnings for the three months ended June 30, 2016, March 31, 2016, and June 30, 2015 and six months ended June 30, 2016 and 2015, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2016, March 31, 2016, and June 30, 2015 and six months ended June 30, 2016 and 2015, (iv) the Condensed Consolidated Statement of Changes in Stockholders' Equity for the six months ended June 30, 2016, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (vi) the Notes to Condensed Consolidated Financial Statements. *
_____________________
* Filed herewith.


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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
PACWEST BANCORP
 
 
August 8, 2016
/s/ Patrick J. Rusnak
 
Patrick J. Rusnak
 
Executive Vice President and Chief Financial Officer

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