form10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

Mark One

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-24939

EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
95-4703316
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

135 N. Los Robles Ave, 7th Floor, Pasadena, California 91101
(Address of principal executive offices) (Zip Code)

(626) 768-6000
(Registrant’s telephone number, including area code)

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 ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer and accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 þ  o  o o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨   No þ

Number of shares outstanding of the issuer’s common stock on the latest practicable date: 148,918,258 shares of common stock as of July 29, 2011.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION 4
   
  Item 1. 4
       
    Notes to Condensed Consolidated Financial Statements (Unaudited) 8
       
  Item 2. 52
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk 79
       
  Item 4. 79
       
PART II - OTHER INFORMATION 80
       
  Item 1. Legal Proceedings 80
       
 
Item 1A.
80
       
 
Item 2.
80
       
 
Item 3.
80
       
 
Item 4.
80
       
 
Item 5.
Other Information 80
       
  Item 6. Exhibits 81
   
SIGNATURE 81
 
 
2

 
Forward-Looking Statements
 
Certain matters discussed in this Quarterly Report contain or incorporate statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Exchange Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language, such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases, such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including, but not limited to, those described in the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.
 
There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to:
 
 
·
our ability to manage the loan portfolio acquired from FDIC-assisted acquisitions within the limits of the loss protection provided by the FDIC;
 
 
·
changes in our borrowers’ performance on loans;
 
 
·
changes in the commercial and consumer real estate markets;
 
 
·
changes in our costs of operation, compliance and expansion;
 
 
·
changes in the economy, including inflation;
 
 
·
changes in government interest rate policies;
 
 
·
changes in laws or the regulatory environment;
 
 
·
changes in critical accounting policies and judgments;
 
 
·
changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies;
 
 
·
changes in the equity and debt securities markets;
 
 
·
changes in competitive pressures on financial institutions;
 
 
·
effect of additional provision for loan losses;
 
 
·
fluctuations of our stock price;
 
 
·
success and timing of our business strategies;
 
 
·
impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity;
 
 
·
changes in our ability to receive dividends from our subsidiaries; and
 
 
·
political developments, wars or other hostilities may disrupt or increase volatility in securities or otherwise affect economic conditions.
 
For a more detailed discussion of some of the factors that might cause such differences, see the Company’s 2010 Form 10-K under the heading “ITEM 1A. RISK FACTORS” and the information set forth under “RISK FACTORS” in this Form 10-Q. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
 
 
3

 
PART I – FINANCIAL INFORMATION

EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 
   
June 30,
2011
   
December 31,
2010
 
ASSETS
           
Cash and cash equivalents
  $ 1,598,498     $ 1,333,949  
Short-term investments
    85,479       143,560  
Securities purchased under resale agreements
    812,281       500,000  
Investment securities available-for-sale, at fair value (with amortized cost of $3,200,187 at June 30, 2011 and $2,900,410 at December 31, 2010)
    3,206,108       2,875,941  
Loans held for sale
    326,841       220,055  
Loans receivable, excluding covered loans (net of allowance for loan losses of $213,825 at June 30, 2011 and $230,408 at December 31, 2010)
    9,101,174       8,430,199  
Covered loans (net of allowance for loan losses of $6,731 at June 30, 2011and $4,225 at December 31, 2010)
    4,356,595       4,800,876  
Total loans receivable, net
    13,457,769       13,231,075  
FDIC indemnification asset
    637,535       792,133  
Other real estate owned, net
    16,464       21,865  
Other real estate owned covered, net
    123,050       123,902  
Total other real estate owned
    139,514       145,767  
Investment in affordable housing partnerships
    177,516       155,074  
Premises and equipment, net
    116,746       135,919  
Accrued interest receivable
    88,362       82,090  
Due from customers on acceptances
    215,076       73,796  
Premiums on deposits acquired, net
    73,182       79,518  
Goodwill
    337,438       337,438  
Other assets
    600,363       594,222  
TOTAL
  $ 21,872,708     $ 20,700,537  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Customer deposit accounts:
               
Noninterest-bearing
  $ 3,151,660     $ 2,676,466  
Interest-bearing
    13,984,093       12,964,793  
Total deposits
    17,135,753       15,641,259  
Federal Home Loan Bank advances
    532,951       1,214,148  
Securities sold under repurchase agreements
    1,052,615       1,083,545  
Notes payable and other borrowings
    110,250       60,686  
Bank acceptances outstanding
    215,076       73,796  
Long-term debt
    225,261       235,570  
Accrued expenses and other liabilities
    371,470       277,602  
Total liabilities
    19,643,376       18,586,606  
                 
COMMITMENTS AND CONTINGENCIES (Note 11)
               
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.001 par value, 5,000,000 shares authorized; Series A, non-cumulative convertible, 200,000 shares issued and 85,710 and 85,741 shares outstanding in 2011 and 2010, respectively.
    83,027       83,058  
Common stock, $0.001 par value, 200,000,000 shares authorized; 156,098,353 and 155,743,241 shares issued in 2011 and 2010, respectively; 148,751,048 and 148,542,940 shares outstanding in 2011 and 2010, respectively.
    156       156  
Additional paid in capital
    1,431,305       1,434,277  
Retained earnings
    824,360       720,116  
Treasury stock, at cost -- 7,347,305 shares in 2011 and 7,200,301 shares in 2010
    (113,946 )     (111,262 )
Accumulated other comprehensive income (loss), net of tax
    4,430       (12,414 )
Total stockholders' equity
    2,229,332       2,113,931  
TOTAL
  $ 21,872,708     $ 20,700,537  
 
See accompanying notes to condensed consolidated financial statements.
 
 
4

 
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
INTEREST AND DIVIDEND INCOME
                       
Loans receivable, including fees
  $ 240,773     $ 233,783     $ 468,299     $ 521,727  
Investment securities
    23,253       14,741       42,110       34,917  
Securities purchased under resale agreements
    5,109       2,630       9,379       8,893  
Investment in Federal Home Loan Bank stock
    124       115       357       237  
Investment in Federal Reserve Bank stock
    709       762       1,418       1,419  
Short-term investments
    4,500       1,502       7,240       5,043  
Total interest and dividend income
    274,468       253,533       528,803       572,236  
                                 
INTEREST EXPENSE
                               
Customer deposit accounts
    29,130       29,132       55,112       62,580  
Federal Home Loan Bank advances
    3,955       6,175       9,733       15,180  
Securities sold under repurchase agreements
    12,116       12,045       24,133       24,586  
Long-term debt
    1,788       1,591       3,359       3,138  
Other borrowings
    143       967       296       1,405  
Total interest expense
    47,132       49,910       92,633       106,889  
                                 
Net interest income before provision for loan losses
    227,336       203,623       436,170       465,347  
Provision for loan losses
    26,500       55,256       53,006       131,677  
Net interest income after provision for loan losses
    200,836       148,367       383,164       333,670  
                                 
NONINTEREST INCOME
                               
Gain on acquisition
          19,476             27,571  
Impairment loss on investment securities
          (12,303 )     (5,555 )     (17,102 )
Less:  Noncredit-related impairment loss recorded in other comprehensive income
          7,661       5,091       7,661  
Net impairment loss on investment securities recognized in earnings
          (4,642 )     (464 )     (9,441 )
Decrease in FDIC indemnification asset and receivable
    (18,806 )     (9,424 )     (36,249 )     (52,996 )
Branch fees
    9,078       8,219       16,832       16,977  
Net gain on sales of investment securities
    1,117       5,847       3,632       21,958  
Net gain on sales of fixed assets
    2,169       27       2,206       52  
Letters of credit fees and commissions
    3,390       2,865       6,434       5,605  
Ancillary loan fees
    2,055       2,369       4,046       4,058  
Income from life insurance policies
    1,122       1,101       2,106       2,206  
Net gain on sales of loans
    5,891       8,073       13,301       8,073  
Other operating income
    6,475       1,774       11,688       3,171  
Total noninterest income
    12,491       35,685       23,532       27,234  
                                 
NONINTEREST EXPENSE
                               
Compensation and employee benefits
    40,870       41,579       79,140       92,358  
Occupancy and equipment expense
    12,175       13,115       24,773       25,059  
Amortization of investments in affordable housing partnerships
    4,598       2,638       9,123       5,675  
Amortization of premiums on deposits acquired
    3,151       3,310       6,336       6,694  
Deposit insurance premiums and regulatory assessments
    6,833       4,528       14,024       16,109  
Loan-related expenses
    4,284       5,254       7,383       8,251  
Other real estate owned expense
    14,585       20,983       25,249       38,995  
Legal expense
    6,791       6,183       10,892       9,090  
Prepayment penalty for FHLB advances
    4,433       3,900       8,455       13,832  
Data processing
    2,100       3,046       4,703       5,528  
Deposit-related expenses
    1,373       1,133       2,532       2,142  
Consulting expense
    2,378       1,919       4,004       4,060  
Other operating expenses
    14,026       17,730       27,772       36,435  
Total noninterest expense
    117,597       125,318       224,386       264,228  
INCOME BEFORE PROVISION FOR INCOME TAXES
    95,730       58,734       182,310       96,676  
PROVISION FOR INCOME TAXES
    35,205       22,386       65,714       35,412  
NET INCOME
    60,525       36,348       116,596       61,264  
PREFERRED STOCK DIVIDENDS AND AMORTIZATION OF PREFERRED STOCK DISCOUNT
    1,714       6,147       3,429       12,285  
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
  $ 58,811     $ 30,201     $ 113,167     $ 48,979  
                                 
EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS
                               
BASIC
  $ 0.40     $ 0.21     $ 0.77     $ 0.40  
DILUTED
  $ 0.39     $ 0.21     $ 0.76     $ 0.34  
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                               
BASIC
    147,011       146,372       146,937       123,445  
DILUTED
    153,347       147,131       153,349       142,134  
DIVIDENDS DECLARED PER COMMON SHARE
  $ 0.05     $ 0.01     $ 0.06     $ 0.02  
 
See accompanying notes to condensed consolidated financial statements.
 
 
5

 
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(In thousands, except share data)
(Unaudited)
 
   
Preferred
Stock
   
Additional
Paid In
Capital
Preferred
Stock
   
Common
Stock
   
Additional
Paid In
Capital
Common
Stock
   
Retained
Earnings
 
  Teasury
Stock
   
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
   
Comprehensive
Income
   
  Total
Stockholders'
Equity
 
                                                     
BALANCE, JANAURY 1, 2010
  $     $ 693,803     $ 117     $ 1,091,047     $ 604,223    (105,130   $ 599          
2,284,659
 
Comprehensive income:
                                                                   
Net income
                                    61,264                   $ 61,264       61,264  
Net unrealized gain on investment securities available-for-sale,net of taxes of $1,233 and reclassification of $11,331 net gain included in net income
                                                  5,962       5,962       5,962  
Noncredit-related impairment loss on securities, net of tax benefits of $3,217
                                                  (4,444 )     (4,444 )     (4,444 )
Foreign currency translation adjustments, net of tax expense of $134
                                                  185       185       185  
Total comprehensive income
                                                        $ 62,967          
Stock compensation costs
                            3,876                                     3,876  
Tax provision from stock compensation plans, net
                            (216 )                                   (216 )
Issuance of 1,096,739 shares of common stock pursuant to various stock compensation plans and agreements
                    1       1,800                                     1,801  
Conversion of 335,047 shares of Series C preferred stock into 37,103,734 shares of common stock
            (325,299 )     37       325,262                                      
Cancellation of 200,806 shares of common stock due to forfeitures of issued restricted stock
                            2,444              (2,444 )                      
Purchase of 23,785 shares of treasury stock due to the vesting of restricted stock
                                           (444 )                     (444 )
Amortization of Series B preferred stock discount
            1,191                       (1,191 )                            
Preferred stock dividends
                                    (11,094 )                           (11,094 )
Common stock dividends
                                    (2,585 )                           (2,585 )
BALANCE, JUNE 30, 2010
  $     $ 369,695     $ 155     $ 1,424,213     $ 650,617    $  (108,018   $ 2,302             2,338,964  
                                                                       
BALANCE, JANAURY 1, 2011
  $     $ 83,058     $ 156     $ 1,434,277     $ 720,116   $  (111,262   $ (12,414 )           $   2,113,931  
Comprehensive income:
                                                                     
Net income
                                    116,596                   $ 116,596       116,596  
Net unrealized gain on investment securities available-for-sale, net of taxes of $14,817 and reclassification of $5,468 net loss included in net income
                                                  20,461       20,461       20,461  
Noncredit-related impairment loss on securities, net of tax benefits of $2,139
                                                  (2,952 )     (2,952 )     (2,952 )
Foreign currency translation adjustments, net of tax benefits of $482
                                                  (665 )     (665 )     (665 )
Total comprehensive income
                                                        $ 133,440          
Stock compensation costs
                            5,570                                     5,570  
Tax benefit from stock compensation plans, net
                            474                                     474  
Issuance of 353,098 shares of common stock pursuant to various stock compensation plans and agreements
                            3,341                                     3,341  
Conversion of 31 shares of Series A preferred stock into 2,014 shares of common stock
            (31 )             31                                      
Cancellation of 122,170 shares of common stock due to forfeitures of issued restricted stock
                            2,112              (2,112 )                      
Purchase of 24,834 shares of treasury stock due to the vesting of restricted stock
                                           (572 )                     (572 )
Preferred stock dividends
                                    (3,429 )                           (3,429 )
Common stock dividends
                                    (8,923 )                           (8,923 )
Repurchase of 1,517,555 common stock warrants
                            (14,500 )                                   (14,500 )
BALANCE, JUNE 30, 2011
  $     $ 83,027     $ 156     $ 1,431,305     $ 824,360    (113,946   $ 4,430             2,229,332  
 
See accompanying notes to condensed consolidated financial statements.
 
 
6

 
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
   
Six Months Ended
June 30,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 116,596     $ 61,264  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    30,708       33,563  
(Accretion) of discount and amortization of premiums, net
    (101,894 )     (140,678 )
Decrease in FDIC indemnification asset and receivable
    36,249       59,239  
Gain on acquisition
          (27,571 )
Stock compensation costs
    5,570       3,876  
Deferred tax expense
    63,616       28,373  
Provision for loan losses
    53,006       131,677  
Impairment on other real estate owned
    19,655       28,840  
Net gain on sales of investment securities, loans and other assets
    (19,518 )     (28,814 )
Originations of loans held for sale
    (6,884 )     (17,717 )
Proceeds from sales of loans held for sale
    8,081       22,762  
Prepayment penalty for Federal Home Loan Bank advances
    8,455       13,832  
Net proceeds from FDIC shared-loss agreements
    101,102       176,770  
Net change in accrued interest receivable and other assets
    (129,150 )     3,391  
Net change in accrued expenses and other liabilities
    156,015       152,235  
Other net operating activities
    (1,653 )     9,657  
                 
Total adjustments
    223,358       449,435  
                 
Net cash provided by operating activities
    339,954       510,699  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Net cash acquired in WFIB acquisition
          67,186  
Net (increase) decrease in loans
    (396,027 )     656,906  
Net decrease in short-term investments
    58,081       8,584  
Purchases of:
               
Securities purchased under resale agreements
    (418,369 )     (450,000 )
Investment securities available-for-sale
    (1,385,644 )     (1,895,119 )
Loans receivable
    (463,981 )     (370,339 )
Federal Reserve Bank stock
          (10,500 )
Premises and equipment
    (2,199 )     (82,353 )
Investments in affordable housing partnerships
    (17,444 )     (29,959 )
Proceeds from sale of:
               
Investment securities available-for-sale
    527,823       863,565  
Securities purchased under resale agreements
          450,000  
Loans receivable
    125,288       286,210  
Loans held for sale originated for investment
    368,478        
Other real estate owned
    74,004       46,142  
Premises and equipment
    9,111       44  
Repayments, maturities and redemptions of investment securities available-for-sale
    561,711       1,573,368  
Paydowns and maturities of securities purchased under resale agreements
    106,088        
Redemption of Federal Home Loan Bank stock
    12,903       6,770  
Net cash (used in) provided by investing activities
    (840,177 )     1,120,505  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase (decrease) in:
               
Deposits
    1,495,126       (464,829 )
Short-term borrowings
    (5,930 )     7,742  
Proceeds from:
               
FHLB advances
          350,000  
Issuance of common stock pursuant to various stock plans and agreements
    3,341       1,801  
Payment for:
               
Repayment of FHLB advances
    (683,130 )     (1,215,812 )
Repayment of long-term debt
    (10,309 )      
Repayment of notes payable and other borrowings
    (6,250 )      
Repurchase of common stock warrants
    (14,500 )      
Cash dividends
    (12,352 )     (13,679 )
Other net financing activities
    (98 )     (660 )
Net cash provided by (used in) financing activities
    765,898       (1,335,437 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (1,126 )      
NET INCREASE IN CASH AND CASH EQUIVALENTS
    264,549       295,767  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    1,333,949       1,099,084  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 1,598,498     $ 1,394,851  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
Interest
  $ 92,622     $ 109,749  
Income tax payments, net of refunds
    12,587       18,828  
Noncash investing and financing activities:
               
Transfers to other real estate owned/affordable housing investments
    104,842       132,102  
Conversion of preferred stock to common stock
    31       325,299  
Loans to facilitate sales of other real estate owned
    7,562       1,167  
Loans to facilitate sales of loans
    17,416       35,652  
Loans to facilitate sales of premises and equipment
    11,100        
Loans transferred to loans held for sale
    479,582       381,433  
 
See accompanying notes to condensed consolidated financial statements.
 
 
7

 
EAST WEST BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(Unaudited)
 
NOTE 1 — BASIS OF PRESENTATION
 
The condensed consolidated financial statements include the accounts of East West Bancorp, Inc. (referred to herein on an unconsolidated basis as “East West” and on a consolidated basis as the “Company”) and its wholly-owned subsidiaries, East West Bank and subsidiaries (“East West Bank” or the “Bank”) and East West Insurance Services, Inc. Intercompany transactions and accounts have been eliminated in consolidation. East West also has nine wholly-owned subsidiaries that are statutory business trusts (the “Trusts”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, the Trusts are not consolidated into the accounts of East West Bancorp, Inc.
 
The interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments that, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three months and six months ended June 30, 2011 are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Events subsequent to the condensed consolidated balance sheet date have been evaluated through the date the financial statements are issued for inclusion in the accompanying financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
 
Certain prior year balances have been reclassified to conform to current year presentation.
 
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
 
Derivative Financial Instruments—As part of its asset and liability management strategy, the Company uses derivative financial instruments to mitigate exposure to interest rate and foreign currency risks. All derivative instruments, including certain derivative instruments embedded in other contracts, are recognized on the condensed consolidated balance sheet at fair value with the change in fair value reported in earnings. When master netting agreements exist, the Company nets counterparty positions with any cash collateral received or delivered.
 
The Company's interest rate swaps on certain certificates of deposit qualify for hedge accounting treatment under ASC 815, Derivatives and Hedging. The Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction at the time the derivative contract is executed. This includes designating the derivative contract as a "fair value hedge" which is a hedge of a recognized asset or liability. All derivatives designated as fair value hedges are linked to specific hedged items or to groups of specific assets and liabilities on the balance sheet. Both at inception and quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in the guidance) in offsetting changes in the fair value of the hedged item. Retroactive effectiveness is also assessed as well as the continued expectation that the hedge will remain effective prospectively. Any ineffective portion of the changes of fair value hedges is recognized immediately in interest expense in the condensed consolidated statements of income.
 
 
8

 
The Company discontinues hedge accounting prospectively when (i) a derivative is no longer highly effective in offsetting changes in the fair value, (ii) a derivative expires or is sold, terminated, or exercised, or (iii) the Company determines that designation of a derivative as a hedge is no longer appropriate. If a fair value hedge derivative instrument is terminated or the hedge designation removed, the previous adjustments to the carrying amount of the hedged liability would be subsequently accounted for in the same manner as other components of the carrying amount of that liability. For interest-bearing liabilities, such adjustments would be amortized into earnings over the remaining life of the respective liability.
 
Recent Accounting Standards
 
In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures About Fair Value Measurements. ASU 2010-06 requires separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and reasons for the transfers and separate presentation of information about purchases, sales, issuances, and settlements in the reconciliation for Level 3 fair value measurements. Additionally, ASU 2010-06 clarifies existing disclosures regarding level of disaggregation and inputs and valuation techniques. The new disclosures and clarifications of existing disclosures under ASU 2010-06 are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are effective for fiscal years ending after December 15, 2010 and for interim periods within those fiscal years. The adoption of the disclosure requirements did not have a material effect on the Company’s condensed consolidated financial statements.
 
In December 2010, the FASB issued ASU 2010-28, Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts, which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should also consider whether there are any adverse qualitative factors indicating that an impairment may exist. The amendments in ASU 2010-28 are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Upon adoption of the amendments, any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the amendments should be included in earnings. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.
 
In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, which specifies that if a public entity presents comparative financials, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of the disclosure requirements did not have a material effect on the Company’s condensed consolidated financial statements.
 
 
9

 
In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310) A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring. ASU 2011-02 clarifies the guidance on the two conditions that must exist in evaluating whether a restructuring constitutes a troubled debt restructuring:  that the restructuring constitutes a concession and that the debtor is experiencing financial difficulties. In addition, ASU 2011-02 clarifies that a creditor is precluded from using the effective interest rate test in the debtor's guidance on restructuring of payables (paragraph 470-60-55-10) when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments in ASU 2011-02 are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. Additionally, ASU 2011-02 finalizes the effective date for the disclosures required by paragraphs 310-10-50-33 through 50-34, which were deferred by ASU 2011-01, for interim and annual periods beginning on or after June 15, 2011. The Company is currently assessing the effect of the adoption of ASU 2011-02 on the Company’s condensed consolidated financial statements.
 
In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860):  Reconsideration of Effective Control for Repurchase Agreements. ASU 2011-03 removes the transferor's ability criterion from the consideration of effective control for repos and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity. The amendments in ASU 2011-03 remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The FASB indicates that eliminating the transferor's ability criterion and related implementation guidance from an entity's assessment of effective control should improve the accounting for repos and other similar transactions. The amendments in ASU 2011-03 are effective for the first interim or annual period beginning on or after December 15, 2011 and are to be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company does not expect the adoption of ASU 2011-03 to have a material effect on its condensed consolidated financial statements.
 
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 addresses convergence between GAAP and International Financial Reporting Standards (“IFRS”) requirements for measurement of and disclosures about fair value. The amendments are not expected to have a significant impact on companies applying GAAP. Key provisions of the amendment include: a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity’s net exposure to the group; an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. The amendments in ASU 2011-04 are effective during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its condensed consolidated financial statements.
 
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The standard does not change the items which must be reported in other comprehensive income, how such items are measured, or when they must be reclassified to net income. This standard is effective for interim and annual periods beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its condensed consolidated financial statements.
 
 
10

 
NOTE 3 — FAIR VALUE
 
Fair value is defined as the 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. In determining fair value, the Company uses various methods including market and income approaches. Based on these approaches, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy noted below. The hierarchy is based on the quality and reliability of the information used to determine fair values. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
 
 
·
Level 1 – Quoted prices for identical instruments that are highly liquid, observable and actively traded in over-the-counter markets. Level 1 financial instruments typically include U.S. Treasury securities.
 
 
·
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 2 financial instruments typically include U.S. Government debt and agency mortgage-backed securities, municipal securities, single issue trust preferred securities, equity swap agreements, foreign exchange options, interest rate swaps and other real estate owned (“OREO”).
 
 
·
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category typically includes mortgage servicing assets, impaired loans, private-label mortgage-backed securities, pooled trust preferred securities and derivatives payable.
 
The Company records investment securities available-for-sale, equity swap agreements, derivative liabilities, foreign exchange options and interest rate swaps at fair value on a recurring basis. Certain other assets such as mortgage servicing assets, impaired loans, other real estate owned, loans held for sale, goodwill, premiums on acquired deposits and other investments are recorded at fair value on a nonrecurring basis. Nonrecurring fair value measurements typically involve assets that are periodically evaluated for impairment and for which any impairment is recorded in the period in which the remeasurement is performed.
 
In determining the appropriate hierarchy levels, the Company performs a detailed analysis of assets and liabilities that are subject to fair value disclosure. The following tables present both financial and nonfinancial assets and liabilities that are measured at fair value on a recurring and nonrecurring basis. These assets and liabilities are reported on the condensed consolidated balance sheets at their fair values as of June 30, 2011 and December 31, 2010. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. There were no transfers in and out of Levels 1 and 2 during the first half of 2011. There were also no transfers in and out of Levels 1 and 3 or Levels 2 and 3 during the first half of 2011.
 
 
11

 
   
Assets (Liabilities) Measured at Fair Value on a Recurring Basis
as of June 30, 2011
 
                         
   
Fair Value
Measurements
June 30, 
2011
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
 Unobservable
Inputs
(Level 3)
 
   
(In thousands)
 
Investment securities available-for-sale:
                       
U.S. Treasury securities
  $ 20,625     $ 20,625     $     $  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    1,205,620             1,205,620        
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
                               
Commercial mortgage-backed securities
    24,334             24,334        
Residential mortgage-backed securities
    765,298             765,298        
Municipal securities
    32,880             32,880        
Other residential mortgage-backed securities:
                               
Investment grade
                       
Non-investment grade
                       
Corporate debt securities:
                               
Investment grade
    1,121,835             1,121,835        
Non-investment grade
    16,497             14,044       2,453  
Other securities
    19,019             19,019        
Total investment securities available-for-sale
  $ 3,206,108     $ 20,625     $ 3,183,030     $ 2,453  
Equity swap agreements
  $ 201     $     $ 201     $  
Foreign exchange options
    4,932             4,932        
Interest rate swaps
    6,176             6,176        
Derivative liabilities
    (10,626 )           (7,379 )     (3,247 )
                                 
                                 
   
Assets (Liabilities) Measured at Fair Value on a Recurring Basis
as of December 31, 2010
 
                                 
   
Fair Value
Measurements
December 31,
2010
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
 Inputs
(Level 2)
   
Significant
Unobservable
 Inputs
(Level 3)
 
   
(In thousands)
 
Investment securities available-for-sale:
                               
U.S. Treasury securities
  $ 20,454     $ 20,454     $     $  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    1,333,465             1,333,465        
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
                               
Commercial mortgage-backed securities
    19,132             19,132        
Residential mortgage-backed securities
    306,714             306,714        
Municipal securities
                       
Other residential mortgage-backed securities:
                               
Investment grade
                       
Non-investment grade
    6,254                   6,254  
Corporate debt securities:
                               
Investment grade
    1,056,867             1,056,867        
Non-investment grade
    38,730             35,957       2,773  
Other securities
    94,325             94,325        
Total investment securities available-for-sale
  $ 2,875,941     $ 20,454     $ 2,846,460     $ 9,027  
Equity swap agreements
  $ 206     $     $ 206     $  
Foreign exchange options
    5,084             5,084        
Interest rate swaps
    13             13        
Derivative liabilities
    (3,463 )           (14 )     (3,449 )

 
   
Assets Measured at Fair Value on a Non-Recurring Basis
as of and for the Three Months Ended June 30, 2011
 
   
Fair Value Measurements as of June 30, 2011
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total Gains (Losses) for the Three Months Ended June 30, 2011
 
   
(In thousands)
 
Non-covered impaired loans:
                             
Total residential
  $ 3,898     $     $     $ 3,898     $ (715 )
Total commercial real estate
    28,936                   28,936       (16,933 )
Total commercial and industrial
    6,795                   6,795       2,487  
Total consumer
                             
Total non-covered impaired loans
  $ 39,629     $     $     $ 39,629     $ (15,161 )
                                         
Mortgage servicing assets (single-family, multifamily and commercial)
  $ 13,772     $     $     $ 13,772     $ (238 )
Non-covered OREO
  $ 7,034     $     $ 7,034     $     $ (460 )
Covered OREO(1)
  $ 46,333     $     $ 46,333     $     $ (9,148 )
Loans held for sale
  $     $     $     $     $  
                                         
                                         
   
Assets Measured at Fair Value on a Non-Recurring Basis
as of and for the Three Months Ended June 30, 2010
 
   
Fair Value Measurements as of June 30, 2010
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total Gains (Losses) for the Three Months Ended June 30, 2010
 
   
(In thousands)
 
Non-covered impaired loans:
                                       
Total residential
  $ 11,892     $     $     $ 11,892     $ (4,714 )
Total commercial real estate
    58,277                   58,277       (15,427 )
Total commercial and industrial
    3,698                   3,698       (3,158 )
Total consumer
                            (350 )
Total non-covered impaired loans
  $ 73,867     $     $     $ 73,867     $ (23,649 )
                                         
Mortgage servicing assets (single-family, multifamily and commercial)
  $ 18,233     $     $     $ 18,233     $ (30 )
Non-covered OREO
  $ 6,206     $     $ 6,206     $     $ (666 )
Covered OREO(1)
  $ 42,676     $     $ 42,676     $     $ (14,881 )
Loans held for sale
  $     $     $     $     $  
_____________________
 
(1)
Covered OREO results from the WFIB and UCB FDIC-assisted acquisitions for which the Company entered into shared-loss agreements with the FDIC whereby the FDIC will reimburse the Company for 80% of eligible losses. As such, the Company’s liability for losses is 20% of the $9.1 million in losses, or $1.8 million, and 20% of the $14.9 million in losses, or $3.0 million, for the three months ended June 30, 2011 and 2010, respectively.
 
 
13

 
   
Assets Measured at Fair Value on a Non-Recurring Basis
as of and for the Six Months Ended June 30, 2011
 
   
Fair Value
Measurements
as of June 30, 2011
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total Gains (Losses) for the Six Months Ended June 30, 2011
 
   
(In thousands)
 
Non-covered impaired loans:
                             
Total residential
  $ 5,540     $     $     $ 5,540     $ (1,502 )
Total commercial real estate
    33,480                   33,480       (20,708 )
Total commercial and industrial
    3,968                   3,968       (4,562 )
Total consumer
    272                   272       (178 )
Total non-covered impaired loans
  $ 43,260     $     $     $ 43,260     $ (26,950 )
                                         
Mortgage servicing assets (single-family, multifamily and commercial)
  $ 13,772     $     $     $ 13,772     $ (463 )
Non-covered OREO
  $ 13,656     $     $ 13,656     $     $ (1,512 )
Covered OREO(1)
  $ 93,097     $     $ 93,097     $     $ (15,403 )
Loans held for sale
  $ 11,493     $     $     $ 11,493     $ (4,722 )
                                         
                                         
   
Assets Measured at Fair Value on a Non-Recurring Basis
as of and for the Six Months Ended June 30, 2010
 
   
Fair Value
Measurements
as of June 30, 2010
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total Gains (Losses) for the Six Months Ended June 30, 2010
 
   
(In thousands)
 
Non-covered impaired loans:
                                       
Total residential
  $ 15,622     $     $     $ 15,622     $ (5,869 )
Total commercial real estate
    73,884                   73,884       (27,614 )
Total commercial and industrial
    8,097                   8,097       (6,549 )
Total consumer
                            (432 )
Total non-covered impaired loans
  $ 97,603     $     $     $ 97,603     $ (40,464 )
                                         
Mortgage servicing assets (single-family, multifamily and commercial)
  $ 18,233     $     $     $ 18,233     $ (64 )
Non-covered OREO
  $ 6,746     $     $ 6,746     $     $ (2,913 )
Covered OREO(1)
  $ 55,374     $     $ 55,374     $     $ (25,927 )
Loans held for sale
  $ 2,456     $     $     $ 2,456     $ (994 )
_____________________
 
(1)
Covered OREO results from the WFIB and UCB FDIC-assisted acquisitions for which the Company entered into shared-loss agreements with the FDIC whereby the FDIC will reimburse the Company for 80% of eligible losses. As such, the Company’s liability for losses is 20% of the $15.4 million in losses, or $3.1 million, and 20% of the $25.9 million in losses, or $5.2 million, for the six months ended June 30, 2011 and 2010, respectively.
 
 
14

 
At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The following tables provide a reconciliation of the beginning and ending balances for major asset and liability categories measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2011 and 2010:
 
   
Investment Securities Available-for-Sale
       
         
Other
Residential
Mortgage-
Backed
Securities,
   
Corporate Debt Securities
       
   
Total
   
Non-
Investment
Grade
   
Investment
Grade
   
Non-
Investment
Grade
   
Derivatives
Payable
 
   
(In thousands)
 
                               
Beginning balance, April 1, 2011
  $ 2,379     $     $     $ 2,379     $ (3,270 )
Total gains or (losses):(1)
                                       
Included in earnings
                            23  
Included in accumulated other comprehensive loss (unrealized)(2)
    11                   11        
Purchases, issuances, sales, settlements (3)
                                       
Purchases
                             
Issuances
                             
Sales
                             
Settlements
    63                   63        
Transfer from investment grade to non-investment grade
                             
Transfers in and/or out of Level 3(4)
                             
Ending balance, June 30, 2011
  $ 2,453     $     $     $ 2,453     $ (3,247 )
Changes in unrealized losses included in earnings relatingto assets and liabilities still held at June 30, 2011
  $     $     $     $     $ (178 )
                                         
                                         
   
Investment Securities Available-for-Sale
         
           
Other
Residential
Mortgage-
Backed
Securities,
   
Corporate Debt Securities
         
   
Total
   
Non-
Investment
Grade
   
Investment
Grade
   
Non-
Investment
Grade
   
Derivatives
Payable
 
   
(In thousands)
 
                                         
Beginning balance, April 1, 2010
  $ 15,740     $ 12,203     $ 1,440     $ 2,097     $ (5,955 )
Total gains or (losses):(1)
                                       
Included in earnings
    (1,977 )     435       2       (2,414 )     (163 )
Included in accumulated other comprehensiveloss (unrealized)(2)
    1,806       298       (157 )     1,665        
Purchases, issuances, sales, settlements (3)
    (219 )     (430 )     (3 )     214       4,230  
Transfer from investment grade to non-investment grade
                (1,282 )     1,282        
Transfers in and/or out of Level 3(4)
                             
Ending balance, June 30, 2010
  $ 15,350     $ 12,506     $     $ 2,844     $ (1,888 )
Changes in unrealized losses included in earnings relating to assets and liabilities still held at June 30, 2010
  $ (2,421 )   $     $     $ (2,421 )   $ 163  
_______________________
(1)
Total gains or losses represent the total realized and unrealized gains and losses recorded for Level 3 assets and liabilities. Realized gains or losses are reported in the condensed consolidated statements of income.
(2)
Unrealized gains or losses on investment securities are reported in accumulated other comprehensive loss, net of tax, in the condensed consolidated statements of changes in stockholders’ equity and comprehensive income.
(3)
Purchases, issuances, sales, and settlements represent Level 3 assets and liabilities that were either purchased, issued, sold, or settled during the period. The amounts are recorded at their end of period fair values.
(4)
Transfers in and/or out represent existing assets and liabilities that were either previously categorized as a higher level and the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 and the lowest significant input became observable during the period. These assets and liabilities are recorded at their end of period fair values.
 
 
15

 
   
Investment Securities Available-for-Sale
       
         
Other
Residential
Mortgage-
Backed
Securities,
   
Corporate Debt Securities
       
   
Total
   
Non-
Investment
Grade
   
Investment
Grade
   
Non-
Investment
Grade
   
Derivatives
Payable
 
   
(In thousands)
 
                               
Beginning balance, January 1, 2011
  $ 9,027     $ 6,254     $     $ 2,773     $ (3,449 )
Total gains or (losses):(1)
                                       
Included in earnings
    (6,124 )     (5,660 )           (464 )     202  
Included in accumulated other comprehensive loss (unrealized)(2)
    8,846       8,763             83        
Purchases, issuances, sales, settlements (3)
                                       
Purchases
                             
Issuances
                             
Sales
    (9,357 )     (9,357 )                  
Settlements
    61                   61        
Transfer from investment grade to non-investment grade
                             
Transfers in and/or out of Level 3(4)
                             
Ending balance, June 30, 2011
  $ 2,453     $     $     $ 2,453     $ (3,247 )
Changes in unrealized losses included in earnings relating to assets and liabilities still held at June 30, 2011
  $ 464     $     $     $ 464     $ (29 )
                                         
                                         
   
Investment Securities Available-for-Sale
         
           
Other
Residential
Mortgage-
Backed
Securities,
   
Corporate Debt Securities
         
   
Total
   
Non-
Investment
Grade
   
Investment
Grade
   
Non-
Investment
Grade
   
Derivatives
Payable
 
   
(In thousands)
 
                                         
Beginning balance, January 1, 2010
  $ 15,671     $ 12,738     $ 978     $ 1,955     $ (14,185 )
Total gains or (losses):(1)
                                       
Included in earnings
    (6,727 )     435       5       (7,167 )     (166 )
Included in accumulated other comprehensive loss (unrealized)(2)
    6,541       (237 )     308       6,470        
Purchases, issuances, sales, settlements (3)
    (135 )     (430 )     (9 )     304       12,463  
Transfer from investment grade to non-investment grade
                (1,282 )     1,282        
Transfers in and/or out of Level 3(4)
                             
Ending balance, June 30, 2010
  $ 15,350     $ 12,506     $     $ 2,844     $ (1,888 )
Changes in unrealized losses included in earnings relating to assets and liabilities still held at June 30, 2010
  $ (7,220 )   $     $     $ (7,220 )   $ 166  
_______________________
(1)
Total gains or losses represent the total realized and unrealized gains and losses recorded for Level 3 assets and liabilities. Realized gains or losses are reported in the condensed consolidated statements of income.
(2)
Unrealized gains or losses on investment securities are reported in accumulated other comprehensive loss, net of tax, in the condensed consolidated statements of changes in stockholders’ equity and comprehensive income.
(3)
Purchases, issuances, sales, and settlements represent Level 3 assets and liabilities that were either purchased, issued, sold, or settled during the period. The amounts are recorded at their end of period fair values.
(4)
Transfers in and/or out represent existing assets and liabilities that were either previously categorized as a higher level and the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 and the lowest significant input became observable during the period. These assets and liabilities are recorded at their end of period fair values.
 
 
16

 
Valuation Methodologies
 
Investment Securities Available-for-Sale—The fair values of available-for-sale investment securities are generally determined by prices obtained from independent external pricing service providers who have experience in valuing these securities or reference to the average of at least two quoted market prices obtained from independent external brokers. In obtaining such valuation information from third parties, the Company has reviewed the methodologies used to develop the resulting fair values.
 
The Company’s Level 3 available-for-sale securities include four pooled trust preferred securities. The fair values of these investment securities represent less than 1% of the total available-for-sale investment securities. The fair values of the pooled trust preferred securities have traditionally been based on the average of at least two quoted market prices obtained from independent external brokers since broker quotes in an active market are given the highest priority. However, as a result of the global financial crisis and illiquidity in the U.S. markets, the market for these securities has been inactive since mid-2007. It is the Company’s view that current broker prices (which are typically non-binding) on certain pooled trust preferred securities are based on forced liquidation or distressed sale values in very inactive markets that are not representative of the fair value of these securities. As such, the Company considered what weight, if any, to place on transactions that are not orderly when estimating fair value.
 
For the pooled trust preferred securities, the fair value was derived based on discounted cash flow analyses (the income method) prepared by management. In order to determine the appropriate discount rate used in calculating fair values derived from the income method for the pooled trust preferred securities, the Company has made assumptions using an exit price approach related to the implied rate of return which have been adjusted for general changes in market rates, estimated changes in credit quality and liquidity risk premium, specific nonperformance, and default experience in the collateral underlying the securities. The losses recorded in the period are recognized in noninterest income.
 
Equity Swap Agreements—The Company has entered into equity swap agreements to hedge against market fluctuations in a promotional equity index certificate of deposit product offered to bank customers. This deposit product, which has a term of 5 years, pays interest based on the performance of the Hang Seng China Enterprises Index (“HSCEI”). The fair value of these equity swap agreements is based on the income approach. The fair value is based on the change in the value of the HSCEI and the volatility of the call option over the life of the individual swap agreement. The option value is derived based on the volatility, the interest rate, and the time remaining to maturity of the call option. The Company’s consideration of its counterparty’s credit risk resulted in a nominal adjustment to the valuation of the equity swap agreements for the six months ended June 30, 2011. The valuation of equity swap agreements falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of these derivative contracts. The fair value of the derivative contracts is provided by a third party that the Company places reliance on.
 
Derivatives Liabilities—The Company’s derivatives liabilities include derivatives payable that falls within Level 3 and all other derivative liabilities which fall within Level 2. The derivatives payable are recorded in conjunction with certain certificates of deposit (“host instrument”). These CD’s pay interest based on changes in either the HSCEI or based on changes in the Chinese currency Renminbi (“RMB”), as designated, and are included in interest-bearing deposits on the condensed consolidated balance sheets. The fair value of these embedded derivatives is based on the income approach. The Company’s consideration of its own credit risk resulted in a nominal adjustment to the valuation of the derivative liabilities for the six months ended June 30, 2011. The valuation of the derivatives payable falls within Level 3 of the fair value hierarchy since the significant inputs used in deriving the fair value of these derivative contracts are not directly observable. The Level 2 derivative liabilities are mostly comprised of the off-setting interest rate swaps. Refer to “Interest Rate Swaps” within this footnote for complete discussion.
 
 
17

 
Foreign Exchange Options—The Company has entered into foreign exchange option contracts with major investment firms. The settlement amount is determined based upon the performance of the Chinese currency RMB relative to the U.S. Dollar (“USD”) over the 5-year term of the contract. The performance amount is computed based on the average quarterly value of the RMB per the USD as compared to the initial value. The fair value of the derivative contract is provided by third parties and is determined based on the change in the RMB and the volatility of the option over the life of the agreement. The option value is derived based on the volatility of the option, interest rate, currency rate and time remaining to the maturity. The Company’s consideration of the counterparty’s credit risk resulted in a $0.2 million adjustment to the valuation of the foreign exchange options for the six months ended June 30, 2011. The valuation of the option contract falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of this derivative contract.
 
Interest Rate Swaps—The Company has entered into pay-fixed, receive-variable swap contracts with institutional counterparties to hedge against interest rate swap products offered to bank customers. This product allows borrowers to lock in attractive intermediate and long-term interest rates by entering into a pay-fixed, receive-variable swap contract with the Company, resulting in the customer obtaining a synthetic fixed rate loan. The Company has also entered into pay-variable, receive-fixed swap contracts with institutional counterparties to hedge against certificates of deposit issued. This product allows the Company to lock in attractive floating rate funding. The fair value of the interest rate swap contracts is based on a discounted cash flow approach. The Company’s consideration of the counterparty’s credit risk resulted in a $0.3 million adjustment as of June 30, 2011. The valuation of the interest swaps falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of the derivative contracts.
 
Mortgage Servicing Assets (“MSAs”)—The Company records MSAs in conjunction with its loan sale and securitization activities since the servicing of the underlying loans is retained by the Bank. MSAs are initially measured at fair value using an income approach. The initial fair value of MSAs is determined based on the present value of estimated net future cash flows related to contractually-specified servicing fees. The valuation for MSAs falls within Level 3 of the fair value hierarchy since there are no quoted prices for MSAs and the significant inputs used to determine fair value are not directly observable. The valuation of MSAs is determined using a discounted cash flow approach utilizing the appropriate yield curve and several market-derived assumptions including prepayment speeds, servicing cost, delinquency and foreclosure costs and behavior, and float earnings rate. Net cash flows are present valued using a market-derived discount rate. The resulting fair value is then compared to recently observed bulk market transactions with similar characteristics.
 
Impaired Loans—The Company’s impaired loans are generally measured using the fair value of the underlying collateral, which is determined based on the most recent valuation information received. The fair values may be adjusted based on factors such as the Company’s historical knowledge and changes in market conditions from the time of valuation. Impaired loans fall within Level 3 of the fair value hierarchy since they are measured at fair value based on the most recent valuation information received on the underlying collateral.
 
Other Real Estate Owned—The Company’s OREO represents properties acquired through foreclosure or through full or partial satisfaction of loans and are recorded at estimated fair value less cost to sell at the time of foreclosure and at the lower of cost or estimated fair value less cost to sell subsequent to acquisition. The fair values of OREO properties are based on third party appraisals, broker price opinions, or accepted written offers. These valuations are reviewed and approved by the Company’s appraisal department, credit review department, or OREO department. OREO properties are classified as Level 2 assets in the fair value hierarchy. The non-covered OREO balance of $16.5 million and the covered OREO balance of $123.1 million are included in the condensed consolidated balance sheets as of June 30, 2011.
 
Loans Held for Sale—The Company’s loans held for sale are carried at the lower of cost or market value. These loans are currently comprised of mostly student loans. For those loans, the fair value of loans held for sale is derived from current market prices and comparative current sales. For the remainder of the loans held for sale, which fall within Level 3, the fair value is derived from third party sale analysis, existing sale agreements, or appraisal reports on the loans underlying collateral. As such, the Company records any fair value adjustments on a nonrecurring basis.
 
 
18

 
Fair Value of Financial Instruments
 
The carrying amounts and fair values of the Company’s financial instruments as of June 30, 2011 and December 31, 2010 were as follows:
 
   
June 30, 2011
   
December 31, 2010
 
   
Carrying
Amount or
Notional
Amount
   
Estimated
Fair Value
   
Carrying
Amount or
Notional
Amount
   
Estimated
Fair Value
 
   
(In thousands)
 
Financial Assets:
                       
Cash and cash equivalents
  $ 1,598,498     $ 1,598,498     $ 1,333,949     $ 1,333,949  
Short-term investments
    85,479       85,479       143,560       143,560  
Securities purchased under resale agreements
    812,281       844,627       500,000       505,826  
Investment securities available-for-sale
    3,206,108       3,206,108       2,875,941       2,875,941  
Loans held for sale
    326,841       335,545       220,055       225,221  
Loans receivable, net
    13,457,769       12,997,901       13,231,075       13,043,932  
Investment in Federal Home Loan Bank stock
    149,902       149,902       162,805       162,805  
Investment in Federal Reserve Bank stock
    47,285       47,285       47,285       47,285  
Accrued interest receivable
    88,362       88,362       82,090       82,090  
Equity swap agreements
    22,709       201       22,884       206  
Foreign exchange options
    85,614       4,932       85,614       5,084  
Interest rate swaps
    325,734       6,176       4,098       13  
                                 
Financial Liabilities:
                               
Customer deposit accounts:
                         
Demand, savings and money market deposits
    9,354,638       8,229,609       8,875,806       7,896,736  
Time deposits
    7,781,115       7,818,345       6,765,453       6,762,892  
Federal Home Loan Bank advances
    532,951       544,833       1,214,148       1,199,151  
Securities sold under repurchase agreements
    1,052,615       1,253,628       1,083,545       1,296,522  
Notes payable
    80,326       80,326       49,690       49,690  
Accrued interest payable
    13,808       13,808       13,797       13,797  
Long-term debt
    225,261       121,202       235,570       125,633  
Derivative liabilities
    401,920       10,626       79,640       3,463  
 
The methods and assumptions used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value are explained below:
 
Cash and Cash Equivalents—The carrying amounts approximate fair values due to the short-term nature of these instruments.
 
Short-Term Investments—The fair values of short-term investments generally approximate their book values due to their short maturities.
 
Securities Purchased Under Resale Agreements—Securities purchased under resale agreements with original maturities of 90 days or less are included in cash and cash equivalents. The fair value of securities purchased under resale agreements with original maturities of more than 90 days is estimated by discounting the cash flows based on expected maturities or repricing dates utilizing estimated market discount rates.
 
 
19

 
Investment Securities Available-for-Sale—The fair values of the investment securities available-for-sale are generally determined by reference to the average of at least two quoted market prices obtained from independent external brokers or independent external pricing service providers who have experience in valuing these securities. In obtaining such valuation information from third parties, the Company has reviewed the methodologies used to develop the resulting fair values. For private-label mortgage-backed securities and pooled trust preferred securities, fair values are based on discounted cash flow analyses.
 
Loans Held for Sale—The fair value of loans held for sale is derived from current market prices and comparative current sales. For loans held for sale, which fall within Level 3, the fair value is derived from third party sale analysis, existing sale agreements, or appraisal reports.
 
Loans Receivable, net (includes covered and non-covered loans)—The fair value of loans is determined based on the discounted cash flow approach. The discount rate is derived from the associated yield curve plus spreads, and reflects the offering rates in the market for loans with similar financial characteristics. No adjustments have been made for changes in credit within the loan portfolio. It is management’s opinion that the allowance for loan losses pertaining to performing and nonperforming loans results in a fair valuation of credit for such loans.
 
Investment in Federal Home Loan Bank Stock and Federal Reserve Bank Stock—The carrying amount approximates fair value, as the stock may be sold back to the Federal Home Loan Bank and the Federal Reserve Bank at carrying value.
 
Accrued Interest Receivable—The carrying amount of accrued interest receivable approximates fair value due to its short-term nature.
 
Equity Swap Agreements—The fair value of the derivative contracts is provided by a third party and is determined based on the change in value of the HSCEI and the volatility of the call option over the life of the individual swap agreement. The option value is derived based on the volatility of the option, interest rate, and time remaining to maturity. We also considered the counterparty’s credit risk in determining the fair value.
 
Foreign Exchange Options—The fair value of the derivative contracts is provided by third parties and is determined based on the change in the RMB and the volatility of the option over the life of the agreement. The option value is derived based on the volatility of the option, interest rate, and time remaining to maturity. We also considered the counterparty’s credit risk in determining the fair value.
 
Interest Rate Swaps—The fair value of the interest rate swap contracts is provided by a third party and is determined based on a discounted cash flow approach. The Company also considered the counterparty’s credit risk in determining the fair value.
 
Customer Deposit Accounts—The fair value of customer deposit accounts is determined based on the discounted cash flow approach. The discount rate is derived from the associated yield curve, plus spread, if any. For core deposits (demand, savings, and money market deposits), the cash outflows are projected by the decay rate based on the Bank’s core deposit premium study and are discounted using the London Interbank Offered Rate (“LIBOR”) yield curve. For time deposits, the cash flows are based on the contractual runoff and are discounted by the Bank’s current offering rates, plus spread.
 
Federal Funds Purchased—The carrying amounts approximate fair values due to the short-term nature of these instruments.
 
Federal Home Loan Bank Advances—The fair value of Federal Home Loan Bank (“FHLB”) advances is estimated based on the discounted value of contractual cash flows, using rates currently offered by the FHLB of San Francisco for fixed-rate credit advances with similar remaining maturities at each reporting date.
 
 
20

 
Securities Sold Under Repurchase Agreements—For securities sold under repurchase agreements with original maturities of 90 days or less, the carrying amounts approximate fair values due to the short-term nature of these instruments. At June 30, 2011 and December 31, 2010, most of the securities sold under repurchase agreements are long-term in nature and the fair values of securities sold under repurchase agreements are calculated by discounting future cash flows based on expected maturities or repricing dates, utilizing estimated market discount rates, and taking into consideration the call features of each instrument.
 
Notes Payable—The carrying amount of notes payable approximates fair value as these notes are payable on demand.
 
Accrued Interest Payable—The carrying amount of accrued interest payable approximates fair value due to its short-term nature.
 
Long-Term Debt—The fair values of long-term debt are estimated by discounting the cash flows through maturity based on current market rates the Bank would pay for new issuances.
 
Derivatives Liabilities—The Company’s derivatives liabilities include “derivatives payable” and all other derivative liabilities. The Company’s derivatives payable are recorded in conjunction with certain certificates of deposit (“host instrument”). These CD’s pay interest based on changes in either the HSCEI or based on changes in the RMB, as designated. The fair value of derivatives payable is estimated using the income approach. Additionally, we considered our own credit risk in determining the valuation. The other derivative liabilities are mostly comprised of the off-setting interest rate swaps. The fair value of the interest rate swap contracts is provided by a third party and is determined based on a discounted cash flow approach. The Company also considered the counterparty’s credit risk in determining the fair value.
 
The fair value estimates presented herein are based on pertinent information available to management as of each reporting date. Although we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented herein.
 
NOTE 4 — STOCK-BASED COMPENSATION
 
During the three and six months ended June 30, 2011, total compensation expense recognized in the condensed consolidated statements of income related to stock options and restricted stock awards reduced income before taxes by $3.3 million and $5.6 million, respectively, and net income by $1.9 million and $3.2 million, respectively.
 
During the three and six months ended June 30, 2010, total compensation expense recognized in the condensed consolidated statements of income related to stock options and restricted stock awards reduced income before taxes by $1.6 million and $3.9 million, respectively, and net income by $908 thousand and $2.2 million, respectively.
 
The Company received $2.9 million and $1.5 million as of June 30, 2011 and June 30, 2010, respectively, in cash proceeds from stock option exercises. The net tax benefit (provision) recognized in equity for stock compensation plans was $474 thousand and $(216) thousand for June 30, 2011 and June 30, 2010, respectively.
 
As of June 30, 2011, there are 4,994,702 shares available to be issued, subject to the Company’s current 1998 Stock Incentive Plan, as amended.
 
 
21

 
Stock Options
 
The Company issues fixed stock options to certain employees, officers, and directors. Stock options are issued at the current market price on the date of grant with a three-year or four-year vesting period and contractual terms of 7 or 10 years. The Company issues new shares upon the exercise of stock options.
 
A summary of activity for the Company’s stock options as of and for the six months ended June 30, 2011 is presented below:
 
   
Shares
   
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
(In thousands)
 
                     
Outstanding at beginning of period
    1,438,979     $ 24.21          
Granted
    8,654       23.11          
Exercised
    (228,160 )     12.68          
Forfeited
    (79,463 )     26.36          
Outstanding at end of period
    1,140,010     $ 26.36  
 2.46 years
  $ 1,633  
Vested or expected to vest at end of period
    1,127,526     $ 26.45  
 2.44 years
  $ 1,585  
Exercisable at end of period
    946,474     $ 27.98  
 2.15 years
  $ 1,155  
 
A summary of changes in unvested stock options and related information for the six months ended June 30, 2011 is presented below:
 
Unvested Options
 
Shares
   
Weighted Average
Grant Date Fair Value
(per share)
 
             
Unvested at January 1, 2011
    416,851     $ 5.04  
Granted
    8,654       13.21  
Vested
    (225,582 )     5.60  
Forfeited
    (6,387 )     4.69  
                 
Unvested at June 30, 2011
    193,536     $ 4.76  
 
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
 
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
   
2011(5)
   
2010(5)
   
2011
   
2010(5)
 
                         
Expected term(1)     N/A       N/A       4 years       N/A  
Expected volatility(2)
    N/A       N/A       78.1%       N/A  
Expected dividend yield(3)
    N/A       N/A       0.2%       N/A  
Risk-free interest rate(4)
    N/A       N/A       1.6%       N/A  
_______________________
 
(1)
The expected term (estimated period of time outstanding) of stock options granted was estimated using the historical exercise behavior of employees.
 
(2)
The expected volatility was based on historical volatility for a period equal to the stock option’s expected term.
 
(3)
The expected dividend yield is based on the Company’s prevailing dividend rate at the time of grant.
 
(4)
The risk-free rate is based on the U.S. Treasury strips in effect at the time of grant equal to the stock option’s expected term.
 
(5)
The Company did not issue any stock options during the three months ended June 30, 2011 and the six months ended June 30, 2010.
 
 
22

 
During the three and six months ended June 30, 2011 and 2010, information related to stock options is presented as follows:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Weighted average grant date fair value of stock  options granted during the period(1)
  $     $     $ 13.21     $  
Total intrinsic value of options exercised (in thousands)
  $ 855     $ 359     $ 2,052     $ 636  
Total fair value of options vested (in thousands)
  $ 119     $ 404     $ 1,263     $ 2,076  
____________________
(1)
The Company did not issue any stock options during the three months ended June 30, 2011 and the six months ended June 30, 2010.
 
As of June 30, 2011, total unrecognized compensation cost related to stock options amounted to $552 thousand. The cost is expected to be recognized over a weighted average period of 1.7 years.
 
Restricted Stock
 
In addition to stock options, the Company also grants restricted stock awards to directors, officers and employees. The restricted stock awards fully vest after three to five years of continued employment from the date of grant; some of the awards are also subject to achievement of certain established financial goals. The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted stock when the restrictions are released and the shares are issued. Restricted stock awards are forfeited if officers and employees terminate prior to the lapsing of restrictions or if established financial goals are not achieved. The Company records forfeitures of issued restricted stock as treasury share repurchases.
 
A summary of the activity for restricted stock awards as of June 30, 2011, including changes during the six months then ended, is presented below:
 
   
Shares
   
Weighted
Average
Price
 
             
Outstanding unvested at beginning of period
    1,789,498     $ 17.09  
Granted
    487,934       22.67  
Vested
    (114,318 )     30.14  
Forfeited
    (138,594 )     18.01  
Outstanding unvested at end of period
    2,024,520     $ 17.64  
 
Restricted stock awards are valued at the closing price of the Company’s stock on the date of award. The weighted average fair values of restricted stock awards granted during the six months ended June 30, 2011 and 2010 were $22.67 and $16.90, respectively. The total fair value of restricted stock awards vested for the three months ended June 30, 2011 and June 30, 2010 was $846 thousand and $409 thousand, respectively. The total fair value of restricted stock awards vested for the six months ended June 30, 2011 and June 30, 2010 was $2.5 million and $1.7 million, respectively.
 
As of June 30, 2011, total unrecognized compensation cost related to restricted stock awards amounted to $23.9 million. This cost is expected to be recognized over a weighted average period of 2.3 years.
 
 
23

 
NOTE 5 — INVESTMENT SECURITIES
 
An analysis of the investment securities available-for-sale portfolio is presented as follows:

   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
 
   
(In thousands)
 
As of June 30, 2011
                       
Investment securities available-for-sale:
                       
U.S. Treasury securities
  $ 19,870     $ 755     $     $ 20,625  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    1,206,670       2,744       (3,794 )     1,205,620  
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
                               
Commercial mortgage-backed securities
    23,709       625             24,334  
Residential mortgage-backed securities
    746,942       18,660       (304 )     765,298  
Municipal securities
    32,145       822       (87 )     32,880  
Other residential mortgage-backed securities:
                               
Investment grade
                       
Non-investment grade
                       
Corporate debt securities:
                               
Investment grade
    1,125,985       8,390       (12,540 )     1,121,835  
Non-investment grade(1)
    26,181             (9,684 )     16,497  
Other securities
    18,685       346       (12 )     19,019  
Total investment securities available-for-sale
  $ 3,200,187     $ 32,342     $ (26,421 )   $ 3,206,108  
                                 
As of December 31, 2010
                               
Investment securities available-for-sale:
                               
U.S. Treasury securities
  $ 19,847     $ 607     $     $ 20,454  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    1,349,289       2,297       (18,121 )     1,333,465  
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
                               
Commercial mortgage-backed securities
    18,620       512             19,132  
Residential mortgage-backed securities
    295,140       11,574             306,714  
Municipal securities
                       
Other residential mortgage-backed securities:
                               
Investment grade
                       
Non-investment grade
    14,996             (8,742 )     6,254  
Corporate debt securities:
                               
Investment grade
    1,056,537       9,095       (8,765 )     1,056,867  
Non-investment grade
    50,015       31       (11,316 )     38,730  
Other securities
    95,966       267       (1,908 )     94,325  
Total investment securities available-for-sale
  $ 2,900,410     $ 24,383     $ (48,852 )   $ 2,875,941  
_______________________
(1)
For the six months ended June 30, 2011, the Company recorded $464 thousand, on a pre-tax basis, of the credit portion of OTTI through earnings and $5.1 million of the non-credit portion of OTTI for pooled trust preferred securities in other comprehensive income. The Company recorded $16.7 million, on a pre-tax basis, of the credit portion of OTTI through earnings and $15.4 million of the non-credit portion of OTTI for pooled trust preferred securities and other mortgage-backed securities in other comprehensive income for the year ended December 31, 2010.
 
The Company did not have any investment securities held-to-maturity as of June 30, 2011 and December 31, 2010.
 
The fair values of investment securities are generally determined by reference to the average of at least two quoted market prices obtained from independent external brokers or prices obtained from independent external pricing service providers who have experience in valuing these securities. The Company performs a monthly analysis on the broker quotes received from third parties to ensure that the prices represent a reasonable estimate of fair value. The procedures include, but are not limited to, initial and ongoing review of third party pricing methodologies, review of pricing trends, and monitoring of trading volumes. The Company assesses that prices received from independent brokers represent a reasonable estimate of fair value through the use of internal and external cash flow models developed that are based on spreads and, when available, market indices. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon available market data, the price received from third parties is adjusted accordingly.
 
 
24

 
Prices from third party pricing services are often unavailable for securities that are rarely traded or are traded only in privately negotiated transactions. As a result, certain securities are priced via independent broker quotations that utilize inputs that may be difficult to corroborate with observable market based data. Additionally, the majority of these independent broker quotations are non-binding.
 
As a result of the global financial crisis and illiquidity in the U.S. markets, the market for the pooled trust preferred securities has been inactive since mid-2007. It is the Company’s view that current broker prices (which are typically non-binding) on these securities are based on forced liquidation or distressed sale values in very inactive markets that are not representative of the fair value of these securities. As such, the Company considered what weight, if any, to place on transactions that are not orderly when estimating fair value. For the pooled trust preferred securities the Company determined their fair values using the methodologies set forth in Note 3 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
 
The following table shows the Company’s rollforward of the amount related to OTTI credit losses for the periods shown:

   
Three Months Ended
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
       
Beginning balance, April 1
  $ 115,243     $ 112,470  
Addition of other-than-temporary impairment that was not previously recognized
           
Additional increases to the amount related to the credit loss for which an other-than-temporary impairment was previously recognized
          2,421  
Reduction for securities sold
           
Ending balance
  $ 115,243     $ 114,891  
                 
       
   
Six Months Ended
June 30,
 
    2011     2010  
   
(In thousands)
 
       
Beginning balance, January 1
  $ 124,340     $ 107,671  
Addition of other-than-temporary impairment that was not previously  recognized
           
Additional increases to the amount related to the credit loss for which an other-than-temporary impairment was previously recognized
    464       7,220  
Reduction for securities sold
    (9,561 )      
Ending balance
  $ 115,243     $ 114,891  
 
 
25

 
As of June 30, 2011, the Company’s investment portfolio had a net unrealized gain of $5.9 million compared to a net unrealized loss of $24.5 million at December 31, 2010. The following tables show the Company’s investment portfolio’s gross unrealized losses and related fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of June 30, 2011 and December 31, 2010:
 
   
Less Than 12 Months
   
12 Months or More
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
   
(In thousands)
 
As of June 30, 2011
                                   
Investment securities available-for-sale:
                                   
U.S. Treasury securities
  $     $     $     $     $     $  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    428,712       (3,794 )                 428,712       (3,794 )
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
                                               
Commercial mortage-backed securities
                                   
Residential mortage-backed securities
    101,766       (304 )                 101,766       (304 )
Municipal securities
    5,479       (87 )                 5,479       (87 )
Other residential mortgage-backed securities:
                                               
Investment grade
                                   
Non-investment grade
                                   
Corporate debt securities:
                                               
Investment grade
    650,004       (12,088 )     39,531       (452 )     689,535       (12,540 )
Non-investment grade
    5,786       (178 )     10,710       (9,506 )     16,496       (9,684 )
Other securities
    1,960       (12 )                 1,960       (12 )
Total investment securities available-for-sale
  $ 1,193,707     $ (16,463 )   $ 50,241     $ (9,958 )   $ 1,243,948     $ (26,421 )
 
   
Less Than 12 Months
   
12 Months or More
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
   
(In thousands)
 
As of December 31, 2010
                                               
Investment securities available-for-sale:
                                               
U.S. Treasury securities
  $     $     $     $     $     $  
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    935,654        (18,121)                        935,645        (18,121)   
U.S. Government agency and U.S. Government sponsored enterprise mortgage backed securities:
                                               
Commercial mortage-backed securities
                                   
Residential mortage-backed securities
                                   
Municipal securities
                                   
Other residential mortgage-backed securities:
                                               
Investment grade
                                   
Non-investment grade
                6,254       (8,742 )     6,254       (8,742 )
Corporate debt securities:
                                               
Investment grade
    656,434       (8,765 )                 656,434       (8,765 )
Non-investment grade
    24,105       (623 )     9,926       (10,693 )     34,031       (11,316 )
Other securities
    76,692       (1,908 )                 76,692       (1,908 )
Total investment securities available-for-sale
  $ 1,692,885     $ (29,417 )   $ 16,180     $ (19,435 )   $ 1,709,065     $ (48,852 )
 
Unrealized Losses
 
The majority of the unrealized losses related to securities that have been in a continuous loss position for less than twelve months is related to investment grade corporate debt securities. As of June 30, 2011, the Company had $1.12 billion in investment grade corporate debt securities available-for-sale, representing 35% of the total investment securities available-for-sale portfolio.
 
As of June 30, 2011, there were eight individual securities that have been in a continuous unrealized loss position for twelve months or more. These securities are comprised of five trust preferred securities with a total fair value of $10.7 million and three investment grade corporate debt security with a fair value of $39.5 million. As of June 30, 2011, there were also 96 securities, not including the 8 securities above, which have been in a continuous unrealized loss position for less than twelve months. The securities in an unrealized loss position include 64 investment grade corporate debt securities, 15 government agency securities, 10 residential mortgage-backed securities, 4 municipal securities, 1 non-investment grade corporate debt security and 2 other securities. The unrealized losses on these securities are primarily attributed to changes in interest rates as well as the liquidity crisis that has impacted all financial industries. The issuers of these securities have not, to our knowledge, established any cause for default on these securities. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated. The Company does not intend to sell these securities and it is not more likely than not that the company will be required to sell these securities before recovery of their current amortized cost basis. As such, the Company does not deem these securities, other than those previously stated, to be other-than-temporarily impaired as of June 30, 2011.
 
 
26

 
Corporate Debt Securities
 
The unrealized losses related to securities that have been in a continuous loss position of twelve months or longer is related to five pooled trust preferred debt securities that are non-investment graded and three investment grade corporate debt security. As of June 30, 2011, these pooled trust preferred securities had an estimated fair value of $10.7 million, representing less than 1% of the total investment securities available-for-sale portfolio. One security was downgraded to non-investment grade during the second quarter of 2010. As of June 30, 2011, these non-investment grade pooled trust preferred debt securities had gross unrealized losses amounting to $9.5 million, or 47% of the total amortized cost basis of these securities, comprised of $4.4 million in unrealized losses on securities that are not other-than-temporarily impaired and $5.1 million in noncredit-related impairment losses on securities that are other-than-temporarily impaired as of June 30, 2011 pursuant to the provisions of ASC 320-10-65. We recorded an impairment loss of $464 thousand on our portfolio of pooled trust preferred securities during the first half of 2011 for additional increases to the amount related to the credit loss for which an other-than-temporary impairment was previously recognized.
 
As of June 30, 2011, the Company also had three investment grade corporate debt securities with a fair value of $39.5 million, with a gross unrealized loss of $452 thousand, or 1% of the amortized cost basis of these securities, for more than twelve months. The Company did not have other-than-temporary impairment recognized in earnings on these securities.
 
The scheduled maturities of investment securities at June 30, 2011 are presented as follows:

   
Amortized
Cost
   
Estimated
Fair Value
 
             
   
(In thousands)
 
             
Due within one year
  $ 1,313,357     $ 1,309,062  
Due after one year through five years
    350,888       353,157  
Due after five years through ten years
    767,516       761,926  
Due after ten years
    768,426       781,963  
Total investment securities available-for-sale
  $ 3,200,187     $ 3,206,108  
 
 
27

 
NOTE 6 — DERIVATIVE FINANCIAL INSTRUMENTS
 
The following table summarizes the fair value and balance sheet classification of derivative instruments as of June 30, 2011 and December 31, 2010. The notional amount of the contract is not recorded on the condensed consolidated balance sheets, but is used as the basis for determining the amount of interest payments to be exchanged between the counterparties. If a counterparty fails to perform, the Company’s counterparty credit risk is equal to the amount reported as a derivative asset. The valuation methodology of derivative instruments is disclosed in Note 3 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
 
  Fair Values of Derivative Instruments  
   
June 30, 2011
   
December 31, 2010
 
   
Notional
Amount
   
Derivative
Assets(1)
   
Derivative
Liabilities(1)
   
Notional
Amount
   
Derivative
Assets(1)
   
Derivative
Liabilities(1)
 
   
(In thousands)
 
Derivatives designated as hedging instruments:
                                   
Interest rate swaps on certificates of depositfair value
  $ 100,000     $ 292     $ 374     $     $     $  
Total derivatives designated as hedging instruments
  $ 100,000     $ 292     $ 374     $     $     $  
                                                 
Derivatives not designated as hedging instruments:
                                               
Equity swap agreements
  $ 22,709     $ 201     $ 202     $ 22,884     $ 206     $ 210  
Foreign exchange options
    85,614       4,932       3,045       85,614       5,084       3,239  
Interest rate swaps
    275,734       5,884       6,155       4,098       13       14  
Short-term call option
    235,099             850                    
Total derivatives not designated as hedging instruments
  $ 619,156     $ 11,017     $ 10,252     $ 112,596     $ 5,303     $ 3,463  
_______________________
 
(1)
Derivative assets, which are a component of other assets, include the estimated gain to settle a derivative contract. Derivative liabilities, which are a component of other liabilities and deposits, include the estimated loss to settle a derivative contract.
 
Derivatives Designated as Hedging Instruments
 
Interest Rate Swaps on Certificates of Deposit—The Company is exposed to changes in the fair value of certain of its fixed-rate certificates of deposit due to changes in the benchmark interest rate, LIBOR. During the three month period ended June 30, 2011, the Company entered into two $50.0 million receive-fixed, pay-variable interest rate swaps with major brokerage firms as fair value hedges of two $50.0 million fixed-rate certificates of deposit with the same maturity dates. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2011, the total notional amount of the interest rate swaps on the certificates of deposit was $100.0 million, and the fair value of one interest rate swap amounted to a $292 thousand asset and the other interest rate swap a $374 thousand derivative liability. During the three months ended June 30, 2011, the Company recognized a net loss of $82 thousand in interest expense related to hedge ineffectiveness. The Company also recognized a net reduction to interest expense of $478 thousand for the three months ended June 30, 2011 related to net settlements on the derivatives.
 
Derivatives Not Designated as Hedging Instruments
 
Equity Swap Agreements—In December 2007, the Company entered into two equity swap agreements with a major investment brokerage firm to economically hedge against market fluctuations in a promotional equity index certificate of deposit product offered to bank customers which has a term of 5 years and pays interest based on the performance of the HSCEI. Under ASC 815, a certificate of deposit that pays interest based on changes in an equity index is a hybrid instrument with an embedded derivative (i.e. equity call option) that must be accounted for separately from the host contract (i.e. the certificate of deposit). In accordance with ASC 815, both the embedded equity call options on the certificates of deposit and the freestanding equity swap agreements are marked-to-market each reporting period with resulting changes in fair value recorded in the condensed consolidated statements of income. As of June 30, 2011 and December 31, 2010, the notional amounts of the equity swap agreements totaled $22.7 million and $22.9 million, respectively.
 
 
28

 
The fair values of the equity swap agreements and embedded derivative liability for these derivative contracts amounted to $201 thousand and $202 thousand, respectively, as of June 30, 2011, compared to $206 thousand and $210 thousand, respectively, as of December 31, 2010.
 
Foreign Exchange Options—During 2010, the Company entered into foreign exchange option contracts with major brokerage firms to economically hedge against currency exchange rate fluctuations in a certificate of deposit product available to bank customers beginning in the first quarter of 2010. This product, which has a term of 5 years, pays interest based on the performance of the Chinese currency Renminbi (“RMB”) relative to the U.S. Dollar. Under ASC 815, a certificate of deposit that pays interest based on changes in currency exchange rates is a hybrid instrument with an embedded derivative that must be accounted for separately from the host contract (i.e. the certificate of deposit). In accordance with ASC 815, both the embedded derivative instruments and the freestanding foreign exchange option contracts are marked-to-market each reporting period with resulting changes in fair value reported in the condensed consolidated statements of income.
 
As of June 30, 2011 and December 31, 2010 the notional amount of the foreign exchange options totaled $85.6 million and $85.6 million, respectively. The fair values of the foreign exchange options and embedded derivative liability for these contracts amounted to a $4.9 million asset and a $3.0 million liability as of June 30, 2011. The fair values of the foreign exchange options and embedded derivative liability for these contracts amounted to a $5.1 million asset and $3.2 million liability as of December 31, 2010.
 
Interest Rate Swaps—Since the fourth quarter of 2010, the Company has entered into pay-fixed, receive-variable swap contracts with institutional counterparties to economically hedge against a newly launched interest rate swap product offered to bank customers. This product allows borrowers to lock in attractive intermediate and long-term interest rates by entering into a pay-fixed, receive-variable swap contract with the Company, resulting in the customer obtaining a synthetic fixed rate loan. The Company does not assume any interest rate risk since the swap agreements mirror each other. As of June 30, 2011 and December 31, 2010 the notional amount of the interest rate swaps with the institutional counterparties totaled $275.7 million and $4.1 million, respectively. The interest rate swap agreements are marked-to-market each reporting period with resulting changes in fair value reported in the condensed consolidated statements of income.
 
The fair values of the interest rate swap contracts with the institutional counterparty and the bank customers amounted to a $5.9 million asset and $6.2 million liability, respectively, as of June 30, 2011. The fair values of the interest rate swap contracts with the institutional counterparty and the bank customers amounted to a $13 thousand asset and $14 thousand liability, respectively, as of December 31, 2010.
 
Short-term Call Option—In June 2011, the Company sold a call option to a major investment brokerage firm to buy $235.1 million of student loans with an expiration date of August 15, 2011. Due to the short-term nature of the option, its carrying value of $850 thousand liability approximates its fair value at June 30, 2011. As disclosed in Note 14 to the Company’s condensed consolidated financial statements, in July 2011, the Company entered into a transaction with the major investment brokerage firm to sell the student loans.
 
Short-term Foreign Exchange Contracts—The Company also enters into short-term forward foreign exchange contracts on a regular basis to economically hedge against foreign exchange rate fluctuations. As of June 30, 2011, the notional amount of the foreign exchange contracts totaled $578.1 million. The fair values of the foreign exchange contracts were immaterial as of June 30, 2011.
 
 
29

 
The table below presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of income for the three and six months ended June 30, 2011 and 2010:
 
     
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
Location in
Condensed Consolidated
Statements of Income
 
2011
   
2010
   
2011
   
2010
 
     
(In thousands)
 
Derivatives designated as hedging instruments
                       
Interest rate swaps on certificates of depositfair value
Interest expense
  $ 1,218     $     $ 1,218     $  
 
Total net income
  $ 1,218     $     $ 1,218     $  
                                   
                                   
Derivatives not designated as hedging instruments
                               
Equity swap agreements
Noninterest expense
  $ 1     $ (52 )   $ 3     $ (48 )
Foreign exchange options
Noninterest income
    99       215       (10 )     214  
Foreign exchange options
Noninterest expense
    34             52        
Interest rate swaps
Noninterest income
    (210 )           (270 )      
Short-term call option
                         
 
Total net (expense) income
  $ (76 )   $ 163     $ (225 )   $ 166  
 
Credit Risk-Related Contingent FeaturesThe Company has agreements with some of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
 
The Company also has agreements with some of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well/adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. Similarly, the Company could be required to settle its obligations under certain of its agreements if the Company was issued a notice of prompt corrective action.
 
As of June 30, 2011 the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $6.0 million. If the Company had breached any of these provisions at June 30, 2011, it could have been required to settle its obligations under the agreements at the termination value.
 
NOTE 7 — COVERED ASSETS AND FDIC INDEMNIFICATION ASSET
 
Covered Assets
 
Covered assets consist of loans receivable and OREO that were acquired in the Washington First International Bank (“WFIB”) Acquisition on June 11, 2010 and in the United Commercial Bank (“UCB”) Acquisition on November 6, 2009 for which the Company entered into shared-loss agreements (the “shared-loss agreements”) with the FDIC. The shared-loss agreements covered over 99% of the loans originated by WFIB and all of the loans originated by UCB, excluding the loans originated by UCB in China under its United Commercial Bank China (Limited) subsidiary. The Company shares in the losses, which began with the first dollar of loss incurred, on covered assets under the shared-loss agreements.
 
Pursuant to the terms of the shared-loss agreements, the FDIC is obligated to reimburse the Company 80% of eligible losses for both WFIB and UCB with respect to covered assets. For the UCB covered assets, the FDIC will reimburse the Company for 95% of eligible losses in excess of $2.05 billion. The Company has a corresponding obligation to reimburse the FDIC for 80% or 95%, as applicable, of eligible recoveries with respect to covered assets. The commercial loan shared-loss agreement and single-family residential mortgage loan shared-loss agreement are in effect for 5 years and 10 years, respectively, from the acquisition date and the loss recovery provisions are in effect for 8 years and 10 years, respectively, from the acquisition date.
 
 
30

 
Forty-five days following the 10th anniversary of the respective acquisition date, the Company will be required to pay to the FDIC a calculated amount, based on the specific thresholds of losses not being reached. The calculation of this potential liability as stated in the shared-loss agreements is 50% of the excess, if any of (i) 20% of the Intrinsic Loss Estimate and (ii) the sum of (A) 25% of the asset discount plus (B) 25% of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount if net losses on covered loans subject to the stated threshold is not reached. As of June 30, 2011, the Company’s estimate for this liability for WFIB and UCB is $7.0 million.
 
At each date of acquisition, we accounted for the loan portfolio acquired from the respective bank at fair value. This represents the discounted value of the expected cash flows from the portfolio. In estimating the nonaccretable difference, we (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”) and (b) estimated the amount and timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). In the determination of contractual cash flows and cash flows expected to be collected, we assume no prepayment on the ASC 310-30 nonaccrual loan pools as we do not anticipate any significant prepayments on credit impaired loans. For the ASC 310-30 accrual loans for single-family, multifamily and commercial real estate, we used a third party vendor to obtain prepayment speeds, in order to be consistent with the market participant’s notion of the accounting standards. The third party vendor is recognized in the mortgage-industry for the delivery of prepayment and default models for the secondary market to identify loan level prepayment, delinquency, default, and loss propensities. The prepayment rates for the construction, land, and commercial and consumer pools have historically been low and so we applied the prepayment assumptions of our current portfolio using our internal modeling. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents our estimate of the credit losses expected and was considered in determining the fair value of the loans as of the acquisition date. The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the life of the loans. The Company has elected to account for all covered loans acquired in the FDIC-assisted acquisitions under ASC 310-30.
 
The carrying amounts and the composition of the covered loans as of June 30, 2011 and December 31, 2010 are as follows:
 
   
June 30,
2011
   
December 31,
2010
 
   
(In thousands)
 
Real estate loans:
           
Residential single-family
  $ 497,846     $ 553,541  
Residential multifamily
    1,008,114       1,093,331  
Commercial and industrial real estate
    1,958,440       2,085,674  
Construction and land
    791,698       1,043,717  
Total real estate loans
    4,256,098       4,776,263  
Other loans:
               
Commercial business
    949,368       1,072,020  
Other consumer
    104,161       107,490  
Total other loans
    1,053,529       1,179,510  
Total principal balance
    5,309,627       5,955,773  
Covered discount
    (946,301 )     (1,150,672 )
Net valuation of loans
    4,363,326       4,805,101  
Allowance on covered loans
    (6,731 )     (4,225 )
Total covered loans, net
  $ 4,356,595     $ 4,800,876  
 
 
31

 
Credit Quality Indicators—The covered loans acquired are and will continue to be subject to the Bank’s internal and external credit review and monitoring. The covered loans have the same credit quality indicators as the non-covered loans, to enable the monitoring of the borrower’s credit and the likelihood of repayment.
 
Loans are risk rated based on analysis of the current state of the borrower’s credit quality. The analysis of credit quality includes review of all sources of repayment, the borrower’s current financial and liquidity status, and all other relevant information. The Company utilizes an eight grade risk rating system, where a higher grade represents a higher level of credit risk. The eight grade risk rating system can be generally classified by the following categories: Pass or Watch, Special Mention, Substandard, Doubtful, and Loss. The risk ratings reflect the relative strength of the sources of repayment. Refer to Footnote 8 for full discussion of risk ratings.
 
After a year of historical performance of the covered loans acquired through the UCB acquisition, the Company reduced the nonaccretable difference due to the performance of the portfolio and expectation for the inherent losses in the portfolio in the fourth quarter of 2010. This reduction was primarily calculated based on the risk ratings of the loans. If credit deteriorates beyond the respective acquisition date fair value amount of the covered loans under ASC 310-30, such deterioration will be reserved for and a provision for credit losses will be charged to earnings with a partially offsetting noninterest income item reflected in the increase to the FDIC indemnification asset or receivable. As of June 30, 2011, there is no allowance for the covered loans accounted for under ASC 310-30 related to deterioration as the credit has not deteriorated beyond fair value at acquisition date.
 
As of the acquisition date, WFIB’s and UCB’s loan portfolios included unfunded commitments for commercial lines of credit, construction draws and other lending activity. The total commitment outstanding as of the acquisition date is covered under the shared-loss agreements. However, any additional advances on these loans subsequent to acquisition date are not accounted for under ASC 310-30. Included in the table below are $607.5 million of additional advances under the shared-loss agreements which are not accounted for under ASC 310-30. The Bank has considered these additional advances on commitments covered under the shared-loss agreements in the allowance for loan losses calculation. These additional advances are within our loan segments as follows: $400.1 million of commercial and industrial loans, $167.2 million of commercial real estate loans, $28.7 million of consumer loans and $11.5 million of residential loans. As of June 30, 2011, $6.7 million, or 3.1%, of the total allowance is allocated to these additional advances on loans covered under the shared-loss agreements. This $6.7 million in allowance is allocated within our loan segments as follows: $2.7 million for commercial and industrial loans, $3.8 million for commercial real estate loans, $168 thousand for consumer loans and $77 thousand for residential loans.
 
The tables below present the covered loan portfolio by credit quality indicator as of June 30, 2011 and December 31, 2010.
 
   
Pass/Watch
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
 
   
(In thousands)
 
June 30, 2011
                             
Real estate loans:
                             
Residential single-family
  $ 469,239     $ 1,387     $ 27,220     $     $ 497,846  
Residential multifamily
    837,517       29,981       140,616             1,008,114  
Commercial and industrial real estate
    1,376,656       54,765       518,267       8,752       1,958,440  
Construction and land
    252,088       67,798       462,774       9,038       791,698  
Total real estate loans
    2,935,500       153,931       1,148,877       17,790       4,256,098  
Other loans:
                                       
Commercial business
    727,980       65,216       147,463       8,709       949,368  
Other consumer
    102,713       218       1,230             104,161  
Total other loans
    830,693       65,434       148,693       8,709       1,053,529  
Total principal balance
  $ 3,766,193     $ 219,365     $ 1,297,570     $ 26,499     $ 5,309,627  
 
 
32

 
   
Pass/Watch
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
 
   
(In thousands)
 
December 31, 2010
                             
Real estate loans:
                             
Residential single-family
  $ 525,979     $ 2,153     $ 25,157     $ 252     $ 553,541  
Residential multifamily
    1,008,274       15,114       67,366       2,577       1,093,331  
Commercial and industrial real estate
    1,520,135       89,870       466,588       9,081       2,085,674  
Construction and land
    328,214       125,688       556,070       33,745       1,043,717  
Total real estate loans
    3,382,602       232,825       1,115,181       45,655       4,776,263  
Other loans:
                                       
Commercial business
    834,252       64,702       161,401       11,665       1,072,020  
Other consumer
    106,232       336       922             107,490  
Total other loans
    940,484       65,038       162,323       11,665       1,179,510  
Total principal balance
  $ 4,323,086     $ 297,863     $ 1,277,504     $ 57,320     $ 5,955,773  
 
At June 30, 2011 and December 31, 2010, $242.1 million and $379.8 million, respectively, of the ASC 310-30 credit impaired loans were considered to be nonaccrual loans.
 
The following table sets forth information regarding covered nonperforming assets as of the dates indicated:
 
   
June 30,
2011
   
December 31,
2010
 
   
(In thousands)
 
Covered nonaccrual loans(1)
  $ 242,106     $ 379,797  
Covered loans past due 90 days or more but not on nonaccrual
           
Total nonperforming loans
    242,106       379,797  
Other real estate owned covered, net
    123,050       123,902  
Total covered nonperforming assets
  $ 365,156     $ 503,699  
_______________________
 
(1)
Covered nonaccrual loans meet the criteria for nonaccrual but have a yield accreted through interest income under ASC 310-30.
 
As of June 30, 2011, we had 98 covered OREO properties with a combined aggregate carrying value of $123.1 million. Approximately 61% and 32% of covered OREO properties as of June 30, 2011 were located in California and Washington, respectively. As of December 31, 2010, we had 114 covered OREO properties with an aggregate carrying value of $123.9 million. During the first six months of 2011, 70 properties with an aggregate carrying value of $79.9 million were added through foreclosure. The aggregate carrying value at June 30, 2011 includes $18.1 million in net write-downs on covered OREO. During the first six months of 2011, we sold 86 covered OREO properties for total proceeds of $63.2 million resulting in a total combined net gain on sale of $633 thousand.
 
 
33

 
Changes in the accretable yield for the covered loans are as follows for the periods shown:
 
   
Three Months Ended
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Balance at beginning of period
  $ 1,068,116     $ 771,549  
Additions
          84,556  
Accretion
    (52,760 )     (3,664 )
Changes in expected cash flows
    (34,424 )     133,948  
Balance at end of period
  $ 980,932     $ 986,389  
 
   
Six Months Ended
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Balance at beginning of period
  $ 1,153,272     $ 983,107  
Additions
          84,556  
Accretion
    (111,440 )     (7,517 )
Changes in expected cash flows
    (60,900 )     (73,757 )
Balance at end of period
  $ 980,932     $ 986,389  
 
The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. The accretable yield will change due to:
 
 
estimate of the remaining life of acquired loans which may change the amount of future interest income;
 
 
estimate of the amount of contractually required principal and interest payments over the estimated life that will not be collected (the nonaccretable difference); and
 
 
indices for acquired loans with variable rates of interest.
 
After over a year of historical performance of the UCB portfolio, the Bank concluded that the credit quality is performing better than originally estimated. As such, the Bank reduced the nonaccretable discount on the UCB covered loan portfolio in December 2010. By lowering the nonaccretable discount, the overall accretable yield will increase thus increasing the interest income recognized over the remaining life of the loans.
 
FDIC Indemnification Asset
 
Due to the fourth quarter 2010 reduction of the nonaccretable difference on the UCB covered loan portfolio, the expected reimbursement from the FDIC under the loss-sharing agreement decreased. The Company is amortizing the difference between the recorded amount of the FDIC indemnification asset and the expected reimbursement from the FDIC over the life of the indemnification asset. The amortization is in line with the improved accretable yield as discussed above. As such, the Company now has net amortization of the FDIC indemnification asset against income. For the three and six months ended June 30, 2011, the Company recorded $15.4 million and $33.7 million, respectively, of amortization against income, compared to $10.6 million and $22.1 million, respectively, of accretion for the three and six months ended June 30, 2010. For the three and six months ended June 30, 2011, the Company also recorded a $64.3 million and a $120.9 million, respectively, reduction to the FDIC indemnification asset resulting from paydowns, payoffs, loan sales and charge-offs.
 
 
34

 
The table below shows FDIC indemnification asset activity for the periods shown:
 
   
Three Months Ended
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Balance at beginning of period
  $ 717,260     $ 980,950  
Addition due to WFIB acquisition
          41,131  
(Amortization) Accretion
    (15,432 )     10,624  
Reductions(1)(2)
    (64,293 )     (85,694 )
Balance at end of period
  $ 637,535     $ 947,011  
 
   
Six Months Ended
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Balance at beginning of period
  $ 792,133     $ 1,091,814  
Addition due to WFIB acquisition
          41,131  
(Amortization) Accretion
    (33,709 )     22,092  
Reductions(1)(2)
    (120,889 )     (208,026 )
Balance at end of period
  $ 637,535     $ 947,011  
_______________________
 
(1)
Reductions relate to cash flows received from principal amortization, partial prepayments, loan payoffs and loan sales.
 
(2)
For the three and six months ended June 30, 2011, the reduction amounts of $64.3 million and $120.9 million, respectively,  include charge-offs, of which $42.8 million and $74.3 million, respectively, of these charge-offs are recoverable from the FDIC and recorded in other assets. For the three and six months ended June 30, 2010, the reduction amounts of $85.7 million and $208.0 million, respectively, also include charge-offs, of which $56.1 million and $118.0 million, respectively, is recoverable from the FDIC and recorded in other assets.
 
FDIC Receivable
 
As of June 30, 2011, the FDIC loss-sharing receivable was $79.8 million as compared to $55.5 million as of December 31, 2010. This receivable represents 80% of reimbursable amounts from the FDIC that have not yet been received. These reimbursable amounts include net charge-offs, loan-related expenses and OREO-related expenses. The 80% of any reimbursable expense is recorded as noninterest income. 100% of the loan-related and OREO expenses are recorded as noninterest expense, netting to the 20% of actual expense paid by the Company. The FDIC also shares in 80% of recoveries received. Thus, the FDIC receivable is reduced when we receive payment from the FDIC as well as when recoveries occur. The FDIC loss-sharing receivable is included in other assets on the Condensed Consolidated Balance Sheet.
 
 
35

 
NOTE 8 — NON-COVERED LOANS AND ALLOWANCE FOR LOAN LOSSES
 
The following is a summary of loans receivable, excluding covered loans (“non-covered loans”) for the periods indicated:
 
   
June 30,
2011
   
December 31,
2010
 
   
(In thousands)
 
Residential:
           
Single-family
  $ 1,286,235     $ 1,119,024  
Multifamily
    950,981       974,745  
Total residential
    2,237,216       2,093,769  
Commercial Real Estate ("CRE"):
               
Income producing
    3,408,560       3,392,984  
Construction
    216,689       278,047  
Land
    203,380       235,707  
Total CRE
    3,828,629       3,906,738  
Commercial and Industrial ("C&I"):
               
Commercial business
    2,283,917       1,674,698  
Trade finance
    400,555       308,657  
Total C&I
    2,684,472       1,983,355  
Consumer:
               
Student loans
    358,378       490,314  
Other consumer
    230,562       243,212  
Total consumer
    588,940       733,526  
Total gross loans receivable, excluding covered loans
    9,339,257       8,717,388  
Unearned fees, premiums, and discounts, net
    (24,258 )     (56,781 )
Allowance for loan losses, excluding covered loans
    (213,825 )     (230,408 )
Loans receivable, excluding covered loans, net
  $ 9,101,174     $ 8,430,199  
 
Accrued interest on covered and non-covered loans receivable amounted to $68.7 million and $65.6 million at June 30, 2011 and December 31, 2010, respectively.
 
At June 30, 2011 and December 31, 2010, covered and non-covered loans receivable totaling $8.13 billion and $8.14 billion, respectively, were pledged to secure borrowings from the FHLB and the Federal Reserve Bank.
 
The Bank offers both fixed and adjustable rate (“ARM”) first mortgage loans secured by one-to-four unit residential properties located in its primary lending areas. The Bank originated $294.7 million and $181.1 million in new residential single-family loans during the six months ended June 30, 2011 and 2010, respectively.
 
The Bank also offers both fixed and ARM residential multifamily loan programs. For the six months ended June 30, 2011 and 2010, the Bank originated $23.9 million and $10.3 million, respectively, in multifamily residential loans. The Bank primarily offers ARM multifamily loan programs that have six-month, three-year, or five-year initial fixed periods. The Bank considers all of the single-family and multifamily loans originated to be prime loans and underwriting criteria include minimum FICO scores, maximum loan-to-value ratios and minimum debt coverage ratios, as applicable. The Bank does have some single-family loans with interest-only features. Single-family loans with interest-only features totaled $7.1 million or 1% and $7.8 million or 1% of total single-family loans at June 30, 2011 and December 31, 2010, respectively. Additionally, the Bank owns residential loans that were purchased several years ago that permit different repayment options. For these loans, there is the potential for negative amortization if the borrower chooses so. These residential loans that permit different repayment options totaled $16.4 million, or 1%, and $16.9 million, or 1%, of total residential loans at June 30, 2011 and December 31, 2010, respectively. None of these loans were negatively amortizing as of June 30, 2011 and December 31, 2010.
 
 
36

 
In addition to residential lending, the Bank's lending activities also include commercial real estate, commercial and industrial, and consumer lending. Our CRE lending activities include loans to finance income producing properties and also construction and land loans. Our C&I lending activities include commercial business financing for small and middle-market businesses in a wide spectrum of industries. Included in commercial business loans are loans for working capital, accounts receivable lines, inventory lines, small business administration loans, and lease financing. We also offer a variety of international trade finance services and products, including letters of credit, revolving lines of credit, import loans, bankers' acceptances, working capital lines, domestic purchase financing, and pre-export financing. Consumer loans are primarily comprised of fully guaranteed student loans, home equity lines of credit, and auto loans.
 
All of the loans that the Bank originates are subject to its underwriting guidelines and loan origination standards. Management believes that the Bank’s underwriting criteria and procedures adequately consider the unique risks which may come from these products. The Bank conducts a variety of quality control procedures and periodic audits to ensure compliance with its origination standards, including criteria for lending and legal requirements.
 
Credit Risk and Concentrations—The real estate market in California, including the areas of Los Angeles, Riverside, San Bernardino, and Orange counties, where a majority of the Company’s loan customers are based, has been negatively impacted over the past few years. As of June 30, 2011, the Company had $3.83 billion in non-covered commercial real estate loans and $2.24 billion in non-covered residential loans, of which approximately 94% are secured by real properties located in California. Potential further deterioration in the real estate market generally and residential building in particular could result in additional loan charge-offs and provisions for loan losses in the future, which could have a material adverse effect on the Company’s financial condition, net income and capital. In addition, although most of the Company’s trade finance activities are related to trade with Asian countries, the majority of our loans are made to companies domiciled in the United States. A substantial portion of this business involves California based customers engaged in import activities. We also offer export-import financing to various domestic and foreign customers; the export loans are guaranteed by the Export-Import Bank of the United States.
 
Purchased Loans—During the first half of 2011, the Company purchased various portfolios with a carrying amount of $464.0 million, including student loans with a carrying amount of $426.2 million. These student loans are guaranteed by the U.S. Department of Education and pose limited credit risk.
 
Loans Held for Sale—Loans held for sale totaled $326.8 million and $220.1 million as of June 30, 2011 and December 31, 2010, respectively. Loans held for sale are recorded at the lower of cost or fair market value. Fair market value, if lower than cost, is determined based on valuations obtained from market participants or the value of the underlying collateral. As of June 30, 2011, approximately 91% of these loans were student loans. These loans were purchased by the Company with the intent to be held for investment; however, subsequent to their purchase, the Company’s intent for these loans changed and they were consequently reclassified to loans held for sale. Proceeds from sales of loans held for sale were $376.6 million in the first half of 2011, resulting in net gains on sale of $10.2 million. Proceeds from sales of loans held for sale were $260.7 million in June 2010 with $8.1 million net gains on sale. As of June 30, 2011 $235.1 million of the $326.8 million loans held for sale were in a short-term call option to sell with a financial institution.
 
Credit Quality Indicators—Loans are risk rated based on analysis of the current state of the borrower’s credit quality. The analysis of credit quality includes review of all sources of repayment, the borrower’s current financial and liquidity status, and all other relevant information. The Company utilizes an eight grade risk rating system, where a higher grade represents a higher level of credit risk. The eight grade risk rating system can be generally classified by the following categories: Pass or Watch, Special Mention, Substandard, Doubtful, and Loss. The risk ratings reflect the relative strength of the sources of repayment.
 
 
37

 
Pass or Watch loans are generally considered to have sufficient sources of repayment in order to repay the loan in full in accordance with all terms and conditions. These borrowers may have some credit risk that requires monitoring, but full repayment is expected. Special Mention loans are considered to have potential weaknesses that warrant close attention by management. Special Mention is considered a transitory grade and, generally, the Company does not grade a loan as Special Mention for longer than six months. If any potential weaknesses are resolved, the loan is upgraded to a Pass or Watch grade. If negative trends in the borrower’s financial status or other information is presented that indicates the repayment sources may become inadequate, the loan is downgraded to a Substandard grade. Substandard loans are considered to have well-defined weaknesses that jeopardize the full and timely repayment of the loan. Substandard loans have a distinct possibility of loss if the deficiencies are not corrected. Additionally, when management has assessed a potential for loss but a distinct possibility of loss is not recognizable, the loan is still classified as Substandard. Doubtful loans have insufficient sources of repayment and a high probability of loss. Loss loans are considered to be uncollectible and of such little value that they are no longer considered bankable assets. These internal risk ratings are reviewed routinely and adjusted due to changes in borrower status and likelihood of loan repayment. The tables below present the non-covered loan portfolio by credit quality indicator as of June 30, 2011 and December 31, 2010. As of June 30, 2011, non-covered loans graded Substandard and Doubtful have decreased by a net $118.4 million, or 17% from December 31, 2010. There were no Loss grade loans as of June 30, 2011 and December 31, 2010.
 
   
Pass/Watch
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
   
(In thousands)
 
June 30, 2011
                             
Residential:
                             
Single-family
  $ 1,239,576     $ 12,477     $ 34,182     $     $ 1,286,235  
Multifamily
    813,053       21,776       116,152             950,981  
CRE:
                                       
Income producing
    3,128,465       79,514       200,581             3,408,560  
Construction
    155,593             61,096             216,689  
Land
    124,456       8,039       70,885             203,380  
C&I:
                                       
Commercial business
    2,165,099       45,284       68,502       5,032       2,283,917  
Trade finance
    377,930       11,662       10,963             400,555  
Consumer:
                                       
Student loans
    358,378                         358,378  
Other consumer
    225,470       2,064       3,028             230,562  
Total
  $ 8,588,020     $ 180,816     $ 565,389     $ 5,032     $ 9,339,257  
 
   
Pass/Watch
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
   
(In thousands)
 
December 31, 2010
                             
Residential:
                             
Single-family
  $ 1,076,281     $ 12,376     $ 30,367     $     $ 1,119,024  
Multifamily
    789,631       42,887       142,227             974,745  
CRE:
                                       
Income producing
    3,054,197       80,714       258,073             3,392,984  
Construction
    202,385             75,662             278,047  
Land
    146,499       4,656       84,552             235,707  
C&I:
                                       
Commercial business
    1,553,218       34,449       81,185       5,846       1,674,698  
Trade finance
    296,430       4,069       8,158             308,657  
Consumer:
                                       
Student loans
    490,314                         490,314  
Other consumer
    238,964       1,486       2,762             243,212  
Total
  $ 7,847,919     $ 180,637     $ 682,986     $ 5,846     $ 8,717,388  
 
 
38

 
Nonaccrual and Past Due Loans—Loans are tracked by the number of days borrower payments are past due. The tables below present an aging analysis of nonaccrual loans and past due non-covered loans and loans held for sale, segregated by class of loans, as of June 30, 2011 and December 31, 2010:
 
   
Accruing Loans 30-59 Days Past Due
   
Accruing Loans 60-89 Days Past Due
   
Total Accruing Past Due Loans
   
Nonaccrual
Loans Less
Than 90 Days
Past Due
   
Nonaccrual
Loans
90 or More
Days Past Due
   
Total Nonaccrual Past Due Loans
   
Current Loans
   
Total
 
   
(In thousands)
 
June 30, 2011
                                               
Residential:
                                               
Single-family
  $ 9,617     $ 2,588     $ 12,205     $     $ 13,326     $ 13,326     $ 1,260,704     $ 1,286,235  
Multifamily
    6,250       637       6,887       3,708       11,174       14,882       929,212       950,981  
CRE:
                                                               
Income producing
    13,289       4,084       17,373       3,432       25,699       29,131       3,362,056       3,408,560  
Construction
    2,859             2,859       16,231       17,296       33,527       180,303       216,689  
Land
    13,410       2,758       16,168       4,782       19,368       24,150       163,062       203,380  
C&I:
                                                               
Commercial business
    6,773       5,619       12,392       5,091       17,969       23,060       2,248,465       2,283,917  
Trade finance
                            1,109       1,109       399,446       400,555  
Consumer:
                                                               
Student loans
                                        358,378       358,378  
Other consumer
    1,057       2,064       3,121             1,077       1,077       226,364       230,562  
Loans held for sale
                            24,471       24,471       302,370       326,841  
Total
  $ 53,255     $ 17,750     $ 71,005     $ 33,244     $ 131,489     $ 164,733     $ 9,430,360       9,666,098  
Unearned fees, premiums and discounts, net
                                      (24,258 )
Total recorded investment in non-covered loans and loans held for sale
                                    $ 9,641,840  
 
   
Accruing Loans 30-59 Days Past Due
   
Accruing Loans 60-89 Days Past Due
   
Total Accruing Past Due Loans
   
Nonaccrual
Loans Less
Than 90 Days
Past Due
   
Nonaccrual
Loans
90 or More
Days Past Due
   
Total Nonaccrual Past Due Loans
   
Current Loans
   
Total
 
   
(In thousands)
 
December 31, 2010
                                               
Residential:
                                               
Single-family
  $ 5,449     $ 5,432     $ 10,881     $ 355     $ 7,058     $ 7,413     $ 1,100,730     $ 1,119,024  
Multifamily
    18,894       4,368       23,262       7,694       9,687       17,381       934,102       974,745  
CRE:
                                                               
Income producing
    27,002       6,034       33,036       7,962       38,454       46,416       3,313,532       3,392,984  
Construction
          1,486       1,486       25,688       9,778       35,466       241,095       278,047  
Land
    479             479       20,761       8,138       28,899       206,329       235,707  
C&I:
                                                               
Commercial business
    3,216       1,086       4,302       14,437       8,235       22,672       1,647,724       1,674,698  
Trade finance
                                        308,657       308,657  
Consumer:
                                                               
Student loans
                                        490,314       490,314  
Other consumer
    781       1,485       2,266             620       620       240,326       243,212  
Loans held for sale
                            14,062       14,062       205,993       220,055  
Total
  $ 55,821     $ 19,891     $ 75,712     $ 76,897     $ 96,032     $ 172,929     $ 8,688,802       8,937,443  
Unearned fees, premiums and discounts, net
                                      (56,781 )
Total recorded investment in non-covered loans and loans held for sale
                                    $ 8,880,662  
 
Generally, loans 90 or more days past due are placed on nonaccrual status, at which point interest accrual is discontinued and all unpaid accrued interest is reversed against interest income. Additionally, loans that are not 90 or more days past due but have identified deficiencies are also put on nonaccrual status. Nonaccrual loans totaled $164.7 million and $172.9 million at June 30, 2011 and December 31, 2010, respectively. Loans not 90 or more days past due totaled $33.2 million and $76.9 million as of June 30, 2011 and December 31, 2010, respectively, and were included in non-covered nonaccrual loans.
 
 
39

 
The following is a summary of interest income foregone on nonaccrual loans:
 
   
For the Three Months
Ended June 30,
   
For the Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(In thousands)
 
Interest income that would have been recognized had nonaccrual loans performed in accordance with their original terms
  $ 2,798     $ 3,656     $ 5,563     $ 7,522  
Less: Interest income recognized on nonaccrual loans on a cash basis(1)
    (415 )     (1,085 )     (830 )     (2,202 )
Interest income foregone on nonaccrual loans
  $ 2,383     $ 2,571     $ 4,733     $ 5,320  
_______________________
(1)
Includes interest income recognized on nonaccrual loans held for sale.
 
Impaired Loans—A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all scheduled payments of principal or interest due according to the contractual terms of the loan agreement. The Bank’s loans are grouped into heterogeneous and homogeneous (mostly consumer loans) categories. Classified loans (graded Substandard or Doubtful) in the heterogeneous category are selected and evaluated for impairment on an individual basis. The Bank considers loans individually reviewed to be impaired if, based on current information and events, it is probable the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. For loans determined to be impaired, the bank utilizes the most applicable asset valuation method for the loan from the following valuation methods: fair value of collateral less costs to sell, present value of expected future cash flows, or the loan’s observable market price. When the value of an impaired loan is less than the recorded investment in the loan, the deficiency is charged-off against the allowance for loan losses. Individually evaluated impaired loans are excluded from receiving any additional general valuation allowance because specific reserves have been established for them. All other loans, including individually evaluated loans determined not to be impaired, are included in groups of loans that are evaluated for general reserves.
 
All Doubtful loans and loans that are past due or matured in excess of 90 days, on nonaccrual status and loans restructured in a troubled debt restructuring are considered impaired regardless of the collateral coverage. Modified or restructured loans and Substandard loans over $5.0 million are also reviewed for possible impairment.
 
At June 30, 2011 and December 31, 2010, all impaired loans were on nonaccrual status including $33.2 million and $76.9 million, respectively, of loans not 90 or more days past due. At June 30, 2011 and December 31, 2010, there were no commitments to lend additional funds to borrowers whose loans are impaired. Impaired non-covered loans as of June 30, 2011 and December 31, 2010 are set forth in the following tables. The interest income recognized on impaired loans is recognized on a cash basis when received.
 
 
40

 
                                 
As of and for the three months
ended June 30, 2011
   
As of and for the six months
ended June 30, 2011
 
   
Unpaid
Principal
Balance
   
Recorded
Investment
With No
Allowance
   
Recorded
Investment
 With
Allowance
   
Total
Recorded
Investment
   
Related
Allowance
   
Average
 Recorded
Investment
   
Interest
 Income
Recognized
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
   
(In thousands)
 
As of and for the three and six months ended June 30, 2011
                               
Residential:
                                                     
Single-family
  $ 9,089     $ 8,539     $     $ 8,539     $     $ 8,648     $ 3     $ 8,884     $ 6  
Multifamily
    17,002       14,479       404       14,883       91       15,257       44       15,542       87  
CRE:
                                                                       
Income producing
    53,805       27,680       1,451       29,131       342       29,983       68       30,333       137  
Construction
    52,704       30,831       2,695       33,526       1,187       42,360       54       45,325       108  
Land
    37,932       17,954       6,196       24,150       552       24,808       89       26,807       178  
C&I:
                                                                       
Commercial business
    34,295       20,371       2,689       23,060       1,574       24,196       141       25,635       283  
Trade finance
    2,998       1,109             1,109             2,055       15       2,370       30  
Consumer:
                                                                       
Student loans
          1,077             1,077                                
Other consumer
    1,688                               1,078       1       1,137       1  
Total
  $ 209,513     $ 122,040     $ 13,435     $ 135,475     $ 3,746     $ 148,385     $ 415     $ 156,033     $ 830  
 
 
   
Unpaid
Principal
Balance
   
Recorded
Investment
With No
Allowance
   
Recorded
Investment
With
Allowance
   
Total
Recorded
Investment
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
   
(In thousands)
 
As of and for the year ended December 31, 2010
                         
Residential:
                                         
Single-family
  $ 8,272     $ 7,058     $ 355     $ 7,413     $ 219     $ 9,046     $ 209  
Multifamily
    19,065       16,751       631       17,382       90       18,835       540  
CRE:
                                                       
Income producing
    53,615       40,062       6,354       46,416       1,557       53,678       2,174  
Construction
    41,200       33,030       2,436       35,466       1,366       39,076       1,728  
Land
    39,840       21,979       6,920       28,899       4,324       32,722       1,326  
C&I:
                                                       
Commercial business
    32,273       18,774       3,897       22,671       2,468       22,800       1,199  
Trade finance
                                         
Consumer:
                                                       
Student loans
                                         
Other consumer
    1,261       620             620             1,072       28  
Total
  $ 195,526     $ 138,274     $ 20,593     $ 158,867     $ 10,024     $ 177,229     $ 7,204  
 
Restructured Loans—The Company had $60.1 million and $122.1 million in total performing restructured loans as of June 30, 2011 and December 31, 2010, respectively. Performing restructured loans were returned to accrual status after exhibiting at least six months of current payment history. Nonperforming restructured loans were $11.9 million and $42.1 million at June 30, 2011 and December 31, 2010, respectively.
 
Allowance for Loan Losses
 
The allowance consists of specific reserves and a general reserve. The Bank’s loans fall into heterogeneous and homogeneous (mostly consumer loans) categories. Impaired loans in the heterogeneous category are subject to specific reserves. Loans in the homogeneous category, as well as non-impaired loans in the heterogeneous category, are evaluated as part of the general reserve. The general reserve is calculated by utilizing both quantitative and qualitative factors. There are different qualitative risks for the loans in each portfolio segment. As of June 30, 2011, the Residential and CRE segments’ predominant risk characteristic is the collateral and the geographic location of the property collateralizing the loan. The risk is qualitatively assessed based on the change in the real estate market in those geographic areas. The C&I segment’s predominant risk characteristics are global cash flows of the guarantors and businesses we lend to and economic and market conditions. Consumer loans, excluding the student loan portfolio guaranteed by the U.S. Department of Education, are largely comprised of home equity lines of credit, for which the predominant risk characteristic is the real estate collateral securing the loan.
 
Our methodology to determine the overall appropriateness of the allowance is based on a classification migration model and qualitative considerations. The migration analysis examines pools of loans having similar characteristics and analyzes their loss rates over a historical period. We utilize historical loss factors derived from trends and losses associated with each pool over a specified period of time. Based on this process, we assign loss factors to each loan grade within each pool of loans. Loss rates derived by the migration model are based predominantly on historical loss trends that may not be indicative of the actual or inherent loss potential. As such, we utilize qualitative and environmental factors as adjusting mechanisms to supplement the historical results of the classification migration model. Qualitative considerations include, but are not limited to, prevailing economic or market conditions, relative risk profiles of various loan segments, volume concentrations, growth trends, delinquency and nonaccrual status, problem loan trends, and geographic concentrations. Qualitative and environmental factors are reflected as percentage adjustments and are added to the historical loss rates derived from the classified asset migration model to determine the appropriate allowance amount for each loan pool.
 
 
41

 
Covered Loans—As of the respective acquisition dates, WFIB’s and UCB’s loan portfolios included unfunded commitments for commercial lines of credit, construction draws and other lending activity. The total commitment outstanding as of the respective acquisition dates is covered under the shared-loss agreements. However, any additional advances on these loans subsequent to acquisition date are not accounted for under ASC 310-30. As additional advances on these commitments have occurred, the Bank has considered these amounts in the allowance for loan losses calculation. As of June 30, 2011 and December 31, 2010, $6.7 million, or 3.1% and $4.2 million, or 1.8%, respectively, of the total allowance is allocated to the allowance for loan losses on covered loans. The covered loans acquired are, and will continue to be, subject to the Bank’s internal and external credit review and monitoring. Credit deterioration, if any, beyond the respective acquisition date fair value amounts of the covered loans under ASC 310-30 will be separately measured and accounted for under ASC 310-30. If required, the establishment of an allowance for covered loans accounted for under ASC 310-30 will result in a charge to earnings with a partially offsetting noninterest income item reflected in the increase to the FDIC indemnification asset or receivable. As of June 30, 2011 and December 31, 2010, there is no allowance for the covered loans accounted for under ASC 310-30 due to deterioration of credit quality.
 
The Company recorded $53.0 million in loan loss provisions for the six months ended June 30, 2011, as compared to $131.7 million for the six months ended June 30, 2010. It is the Company’s policy to promptly charge-off the amount of impairment on a loan which represents the difference in the outstanding loan balance and the fair value of the collateral or discounted cash flow. Recoveries are recorded when payment is received on loans that were previously charged-off through the allowance for loan losses. For the six months ended June 30, 2011, the Company recorded $65.8 million in net charge-offs in comparison to $119.1 million for the six months ended June 30, 2010. The following tables detail activity in the allowance for loan losses, for both non-covered and covered loans, by portfolio segment for the six months ended June 30, 2011 and the year ended December 31, 2010. Allocation of a portion of the allowance to one segment of the loan portfolio does not preclude its availability to absorb losses in other segments.
 
   
Residential
   
CRE
   
C&I
   
Consumer
   
Covered Loans
Subject to
Allowance for
Loan Losses(1)
   
Unallocated
   
Total
 
   
(In thousands)
 
Six months ended June 30, 2011
                                         
Beginning balance
  $ 49,491     $ 117,752     $ 59,737     $ 3,428     $ 4,225     $     $ 234,633  
Provision for loan losses
    446       9,668       37,752       1,389       2,506       1,245       53,006  
Allowance for unfunded loan commitments and letters of credit
                                  (1,245 )     (1,245 )
Charge-offs
    (5,553 )     (44,385 )     (21,808 )     (1,384 )                 (73,130 )
Recoveries
    246       2,651       4,304       91                   7,292  
Net charge-offs
    (5,307 )     (41,734 )     (17,504 )     (1,293 )                 (65,838 )
Ending balance
  $ 44,630     $ 85,686     $ 79,985     $ 3,524     $ 6,731     $     $ 220,556  
 
   
Residential
   
CRE
   
C&I
   
Consumer
   
Covered Loans
Subject to
Allowance for
Loan Losses(1)
   
Unallocated
   
Total
 
   
(In thousands)
 
Three Months Ended June 30, 2011
                                         
Beginning balance
  $ 47,309     $ 96,221     $ 73,104     $ 3,768     $ 5,759     $     $ 226,161  
Provision for loan losses
    (478 )     9,772       15,725       22       972       487       26,500  
Allowance for unfunded loan commitments and letters of credit
                                  (487 )     (487 )
Charge-offs
    (2,216 )     (21,985 )     (11,090 )     (304 )                 (35,595 )
Recoveries
    15       1,678       2,246       38                   3,977  
Net charge-offs
    (2,201 )     (20,307 )     (8,844 )     (266 )                 (31,618 )
Ending balance
  $ 44,630     $ 85,686     $ 79,985     $ 3,524     $ 6,731     $     $ 220,556  
                                                         
                                                         
Ending balance allocated to:
                                                       
Loans individually evaluated for impairment
  $ 91     $ 2,081     $ 1,574     $     $     $     $ 3,746  
Loans collectively evaluated for impairment
    44,539       83,605       78,411       3,524       6,731             216,810  
Loans acquired with deteriorated credit quality(2)
                                         
Ending balance
  $ 44,630     $ 85,686     $ 79,985     $ 3,524     $ 6,731     $     $ 220,556  
 
   
Residential
   
CRE
   
C&I
   
Consumer
   
Covered Loans
Subject to
Allowance for
Loan Losses(1)
   
Unallocated
   
Total
 
   
(In thousands)
 
Year ended December 31, 2010
                                         
Beginning balance
  $ 38,025     $ 147,591     $ 50,487     $ 2,730     $     $     $ 238,833  
Provision for loan losses
    59,525       97,548       34,613       2,415       4,225       1,833       200,159  
Allowance for unfunded loan commitments and letters of credit
                                  (1,833 )     (1,833 )
Charge-offs
    (49,685 )     (137,460 )     (35,479 )     (2,579 )                 (225,203 )
Recoveries
    1,626       10,073       10,116       862                   22,677  
Net charge-offs
    (48,059 )     (127,387 )     (25,363 )     (1,717 )                 (202,526 )
Ending balance
  $ 49,491     $ 117,752     $ 59,737     $ 3,428     $ 4,225     $     $ 234,633  
                                                         
Ending balance allocated to:
                                                       
Loans individually evaluated for impairment
  $ 309     $ 7,247     $ 2,468     $     $     $     $ 10,024  
Loans collectively evaluated for impairment
    49,182       110,505       57,269       3,428       4,225             224,609  
Loans acquired with deteriorated credit quality(2)
                                         
Ending balance
  $ 49,491     $ 117,752     $ 59,737     $ 3,428     $ 4,225     $     $ 234,633  
_______________________
(1)
This allowance is related to drawdowns on commitments that were in existence as of the acquisition dates of WFIB and UCB and, therefore, are covered under the shared-loss agreements with the FDIC. Allowance on these subsequent drawdowns is accounted for as part of the allowance for loan losses.
 
(2)
The Company has elected to account for all covered loans acquired in the FDIC-assisted acquisitions under ASC 310-30.
 
The Company’s recorded investment in total loans receivable as of June 30, 2011 and December 31, 2010 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology is as follows:
 
   
Residential
   
CRE
   
C&I
   
Consumer
   
Covered Loans
Subject to
Allowance for
Loan Losses
   
Total
 
   
(In thousands)
 
June 30, 2011
                                   
Loans individually evaluated for impairment
  $ 23,421     $ 86,808     $ 24,169     $ 1,077     $     $ 135,475  
Loans collectively evaluated for impairment
    2,213,795       3,741,821       2,660,303       587,863       607,475       9,811,257  
Loans acquired with deteriorated credit quality(1)
    1,473,275       2,634,131       519,949       74,797             4,702,152  
Ending balance
  $ 3,710,491     $ 6,462,760     $ 3,204,421     $ 663,737     $ 607,475     $ 14,648,884  
   
Residential
   
CRE
   
C&I
   
Consumer
   
Covered Loans
Subject to
Allowance for
Loan Losses
   
Total
 
   
(In thousands)
 
December 31, 2010
                                   
Loans individually evaluated for impairment
  $ 24,795     $ 110,781     $ 22,671     $ 620     $     $ 158,867  
Loans collectively evaluated for impairment
    2,068,974       3,795,957       1,960,685       732,905       561,725       9,120,246  
Loans acquired with deteriorated credit quality(1)
    1,614,732       3,059,133       634,560       85,623             5,394,048  
Ending balance
  $ 3,708,501     $ 6,965,871     $ 2,617,916     $ 819,148     $ 561,725     $ 14,673,161  
_______________________
(1)
The Company has elected to account for all covered loans acquired in the FDIC-assisted acquisitions under ASC 310-30. The total principal balance is presented and excludes the purchase discount and any additional advances subsequent to acquisition date.
 
Allowance for Unfunded Loan Commitments, Off-Balance Sheet Credit Exposures and Recourse Provisions—The allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. As of June 30, 2011 and December 31, 2010, the allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions amounted to $11.2 million and $10.0 million, respectively. Net adjustments to the allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions are included in the provision for loan losses.
 
Loans serviced for others amounted to $1.66 billion and $1.81 billion at June 30, 2011 and December 31, 2010, respectively. These represent loans that have either been sold or securitized for which the Bank continues to provide servicing and has limited recourse. The majority of these loans are residential and CRE at June 30, 2011 and December 31, 2010. Of the total allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions, $4.5 million and $4.7 million pertain to these loans as of June 30, 2011 and December 31, 2010, respectively. These loans are maintained off-balance sheet and are not included in the loans receivable balance.
 
NOTE 9 — PREMISES AND EQUIPMENT
 
At June 30, 2011, total premises and equipment was $178.3 million with accumulated depreciation and amortization of $61.5 million and a net value of $116.7 million. At December 31, 2010, total premises and equipment was $196.6 million with accumulated depreciation and amortization of $60.7 million and a net value of $135.9 million.
 
Capitalized assets are depreciated or amortized on a straight-line basis in accordance with the estimated useful life for each fixed asset class. The estimated useful life for furniture and fixtures is seven years, office equipment is for five years, and twenty-five years for buildings and improvements. Leasehold improvements are amortized over the shorter of the term of the lease or useful life.
 
In May 2011, the Bank completed the sale of a building in an effort to consolidate properties acquired through the UCB acquisition. The property was sold for $18.5 million, a portion of which was mortgaged by the buyer, and resulted in a $4.4 million gain on sale after consideration of $0.8 million in selling costs. The gain on sale is accounted for using the installment method which apportions the buyer’s cash payments and principal payments on the mortgage between cost recovered and profit. Accordingly, $1.8 million of the gain on sale was recognized as noninterest income in the quarterly period ended June 30, 2011, and the remaining $2.6 million of the gain on sale will be recognized as the buyer makes principal payments on the mortgage.
 
Also in May 2011, the Bank sold an additional property for $2.6 million which resulted in a gain on sale of $0.4 million.
 
 
44

 
NOTE 10 — GOODWILL AND OTHER INTANGIBLE ASSETS
 
Goodwill
 
The carrying amount of goodwill remained at $337.4 million as of June 30, 2011 and December 31, 2010. Goodwill is tested for impairment on an annual basis as of December 31, or more frequently as events occur, or as current circumstances and conditions warrant. The Company records impairment write-downs as charges to noninterest expense and adjustments to the carrying value of goodwill. Subsequent reversals of goodwill impairment are prohibited.
 
As of June 30, 2011, the Company’s market capitalization based on total outstanding common and preferred shares was $2.94 billion and its total stockholders’ equity was $2.23 billion. The Company performed its annual impairment test as of December 31, 2010 to determine whether and to what extent, if any, recorded goodwill was impaired. The analysis compared the fair value of each of the reporting units, including goodwill, to the respective carrying amounts. If the carrying amount of the reporting unit, including goodwill, exceeds the fair value of that reporting unit, then further testing for goodwill impairment is performed.
 
Premiums on Acquired Deposits
 
The Company also has premiums on acquired deposits, which represent the intangible value of depositor relationships resulting from deposit liabilities assumed in various acquisitions. These intangibles are tested for impairment on an annual basis, or more frequently as events occur, or as current circumstances and conditions warrant. As of June 30, 2011 and December 31, 2010, the gross carrying amount of premiums on acquired deposits totaled $117.6 million and $117.6 million, respectively, and the related accumulated amortization totaled $44.5 million and $38.1 million, respectively.
 
The Company amortizes premiums on acquired deposits based on the projected useful lives of the related deposits. Amortization expense of premiums on acquired deposits was $3.1 million and $3.3 million for the three months ended June 30, 2011 and 2010, respectively, and $6.3 million and $6.7 million for the six months ended June 30, 2011 and 2010, respectively.
 
The following table provides the estimated future amortization expense of premiums on acquired deposits for the succeeding five years and thereafter:
 
Estimated Amortization Expense of Premiums on Acquired Deposits
 
Amount
 
   
(In thousands)
 
Six Months Ending December 31, 2011
  $ 6,120  
Year Ending December 31, 2012
    11,176  
Year Ending December 31, 2013
    9,660  
Year Ending December 31, 2014
    8,775  
Year Ending December 31, 2015
    7,784  
Thereafter
    29,667  
Total
  $ 73,182  
 
 
45

 
NOTE 11 — COMMITMENTS AND CONTINGENCIES
 
Credit Extensions—In the normal course of business, the Company has various outstanding commitments to extend credit that are not reflected in the accompanying condensed consolidated financial statements. As of June 30, 2011 and December 31, 2010, undisbursed loan commitments amounted to $2.07 billion and $1.89 billion, respectively. Commercial and standby letters of credit amounted to $1.55 billion and $768.8 million as of June 30, 2011 and December 31, 2010, respectively.
 
Guarantees—From time to time, the Company sells or securitizes loans with recourse in the ordinary course of business. For loans that have been sold or securitized with recourse, the recourse component is considered a guarantee. When the Company sells or securitizes a loan with recourse, it commits to stand ready to perform if the loan defaults and to make payments to remedy the default. As of June 30, 2011, total loans sold or securitized with recourse amounted to $650.6 million and were comprised of $57.8 million in single-family loans with full recourse and $592.8 million in multifamily loans with limited recourse. In comparison, total loans sold or securitized with recourse amounted to $699.6 million at December 31, 2010, comprised of $60.9 million in single-family loans with full recourse and $638.7 million in multifamily loans with limited recourse. The recourse provision on multifamily loans varies by loan sale and is limited to up to 4% of the top loss on the underlying loans. The Company’s recourse reserve related to loan sales and securitizations totaled $4.5 million as of June 30, 2011 and $4.7 million as of December 31, 2010, and is included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. Despite the challenging conditions in the real estate market, the Company continues to experience minimal losses from the single-family and multifamily loan portfolios.
 
The Company also sells or securitizes loans without recourse that may have to be subsequently repurchased if a defect that occurred during the loan origination process results in a violation of a representation or warranty made in connection with the securitization or sale of the loan. When a loan sold or securitized to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred and if such defects give rise to a violation of a representation or warranty made to the investor in connection with the sale or securitization. If such a defect is identified, the Company may be required to either repurchase the loan or indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase the loan. As of June 30, 2011 and December 31, 2010, the amount of loans sold without recourse totaled $1.62 billion and $1.48 billion, respectively. Total loans securitized without recourse amounted to $310.9 million and $325.5 million, respectively, at June 30, 2011 and December 31, 2010. The loans sold or securitized without recourse represent the unpaid principal balance of the Company’s loans serviced for others portfolio.
 
Litigation—Neither the Company nor the Bank is involved in any material legal proceedings at June 30, 2011. The Bank, from time to time, is a party to litigation that arises in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the business of the Bank. After taking into consideration information furnished by counsel to the Company and the Bank, management believes that the resolution of such issues will not have a material adverse impact on the financial position, results of operations, or liquidity of the Company or the Bank.
 
NOTE 12 — STOCKHOLDERS’ EQUITY
 
Series A Preferred Stock Offering—In April 2008, the Company issued 200,000 shares of 8% Non-Cumulative Perpetual Convertible Preferred Stock, Series A (“Series A”), with a liquidation preference of $1,000 per share. The Company received $194.1 million of additional Tier 1 qualifying capital, after deducting stock issuance costs. The holders of the Series A preferred stock have the right at any time to convert each share of Series A preferred shares into 64.9942 shares of the Company’s common stock, plus cash in lieu of fractional shares. This represents an initial conversion price of approximately $15.39 per share of common stock or a 22.5% conversion premium based on the closing price of the Company’s common stock on April 23, 2008 of $12.56 per share. On or after May 1, 2013, the Company will have the right, under certain circumstances, to cause the Series A preferred shares to be converted into shares of the Company’s common stock. Dividends on the Series A preferred shares, if declared, will accrue and be payable quarterly in arrears at a rate per annum equal to 8% on the liquidation preference of $1,000 per share. The proceeds from this offering were used to augment the Company’s liquidity and capital positions and reduce its borrowings. As of June 30, 2011, 85,710 shares were outstanding.
 
 
46

 
Series B Preferred Stock Offering—On December 5, 2008, the Company issued 306,546 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“Series B”), with a liquidation preference of $1,000 per share. The Company received $306.5 million of additional Tier 1 qualifying capital from the U.S. Treasury by participating in the U.S. Treasury’s Capital Purchase Program (“TCPP”). On December 29, 2010, in accordance with approvals received from the U.S. Treasury and the Federal Reserve Board, the Company repurchased all shares of the Series B preferred stock and the related accrued and unpaid dividends by using $308.4 million of available cash, without raising any capital or debt. As a result, no shares of the Series B preferred stock remain outstanding.
 
Private Placement—On November 5, 2009, we entered into investment agreements with various investors, pursuant to which the investors purchased an aggregate of $500.0 million of our common stock and newly-issued shares of our Mandatorily Convertible Non-Voting Perpetual Preferred Stock, Series C (“Series C”), with a liquidation preference of $1,000 per share, in a private placement transaction which closed on November 6, 2009. In the private placement, we issued certain qualified institutional buyers and accredited investors, several of whom were already our largest institutional stockholders, an aggregate of 335,047 shares of our Series C preferred stock and an aggregate of 18,247,012 shares of common stock. On March 25, 2010, at a special meeting of the stockholders, our stockholders voted to approve the issuance of 37,103,734 shares of our common stock upon conversion of the 335,047 shares of the Series C preferred stock. Subsequently, on March 30, 2010, each share of the Series C preferred stock was automatically converted into 110.74197 shares of common stock at a per common share conversion price of $9.03, as adjusted in accordance with the terms of the Series C preferred stock. As a result, no shares of the Series C preferred stock remain outstanding.
 
Warrants—During 2008, in conjunction with the Series B preferred stock offering, the Company issued to the U.S. Treasury warrants with an initial price of $15.15 per share of common stock for which the warrants may be exercised, with an allocated fair value of $25.2 million. The warrants could be exercised at any time on or before December 5, 2018. On January 26, 2011 the Company repurchased the 1,517,555 warrants outstanding for $14.5 million.
 
Stock Repurchase Program—During 2007, the Company’s Board of Directors authorized a stock repurchase program to buy back up to $80.0 million of the Company’s common stock. The Company did not repurchase any shares during the six months ended June 30, 2011 and June 30, 2010.
 
Quarterly Dividends—On April 26, 2011, the Company’s Board of Directors declared second quarter preferred stock cash dividends of $20.00 per share on its Series A preferred stock payable on or about May 1, 2011 to shareholders of record on April 15, 2011. Total cash dividends paid in conjunction with the Company’s Series A preferred stock amounted to $1.7 million and $3.4 million during the three and six months ended June 30, 2011.
 
On April 26, 2011, the Company’s Board of Directors also declared quarterly common stock cash dividends of $0.05 per share payable on or about May 24, 2011 to shareholders of record on May 10, 2011. Cash dividends totaling $7.4 million and $8.9 million were paid to the Company’s common shareholders during the three and six months ended June 30, 2011.
 
Earnings Per Share (“EPS”)—The number of shares outstanding at June 30, 2011 was 148,751,048. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS is calculated on the basis of the weighted average number of shares outstanding during the period plus restricted stock and shares issuable upon the assumed exercise of outstanding convertible preferred stock, stock options, and stock warrants, unless they have an antidilutive effect.
 
 
47

 
The following table sets forth earnings per share calculations for the three and six months ended June 30, 2011 and 2010:
 
   
Three Months Ended June 30,
 
   
2011
   
2010
 
   
Net Income
Available to
Common
Stockholders
   
Number
of
Shares
   
Per
Share
 Amounts
   
Net Income
Available to
 Common
Stockholders
   
Number
of
Shares
   
Per
Share
Amounts
 
   
(In thousands, except per share data)
 
Net income
  $ 60,525                 $ 36,348              
Less:
                                       
Preferred stock dividends and amortization of preferred stock discount
    (1,714 )                 (6,147 )            
Basic EPS – income available to common stockholders
  $ 58,811       147,011     $ 0.40     $ 30,201       146,372     $ 0.21  
Effect of dilutive securities:
                                               
Stock options
          73                     155          
Restricted stock
    35       692               4       404          
Convertible preferred stock
    1,714       5,571                              
Stock warrants
                              200          
Diluted EPS – income available to common stockholders
  $ 60,560       153,347     $ 0.39     $ 30,205       147,131     $ 0.21  
 
 
   
Six Months Ended June 30,
 
   
2011
   
2010
 
   
Net Income Available to Common Stockholders
   
Number
of
Shares
   
Per
Share
Amounts
   
Net Income Available to Common Stockholders
   
Number
of
Shares
   
Per
Share
Amounts
 
   
(In thousands, except per share data)
 
Net income
  $ 116,596                 $ 61,264              
Less:
                                       
Preferred stock dividends and amortization of preferred stock discount
    (3,429 )                 (12,285 )            
Basic EPS – income available to common stockholders
  $ 113,167       146,937     $ 0.77     $ 48,979       123,445     $ 0.40  
Effect of dilutive securities:
                                               
Stock options
          96                     167          
Restricted stock
    41       685               7       320          
Convertible preferred stock
    3,429       5,571                     18,019          
Stock warrants
          60                     183          
Diluted EPS – income available to common stockholders
  $ 116,637       153,349     $ 0.76     $ 48,986       142,134     $ 0.34  
 
The following outstanding convertible preferred stock, stock options, and restricted stock for the three and six months ended June 30, 2011 and 2010, respectively, were excluded from the computation of diluted EPS because including them would have had an antidilutive effect.
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(In thousands)
 
Convertible preferred stock
          5,573             5,573  
Stock options
    864       1,063       861       1,063  
Restricted stock
    395       13       257       642  
 
 
48

 
NOTE 13 — BUSINESS SEGMENTS
 
The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank and the Company overall. We have identified three operating segments for purposes of management reporting: 1) Retail Banking; 2) Commercial Banking; and 3) Other. These three business divisions meet the criteria of an operating segment: the segment engages in business activities from which it earns revenues and incurs expenses, and whose operating results are regularly reviewed by the Company’s chief operating decision-maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.
 
The Retail Banking segment focuses primarily on retail operations through the Bank’s branch network. The Commercial Banking segment, which includes commercial real estate, primarily generates commercial loans through the efforts of the commercial lending offices located in the Bank’s northern and southern California production offices. Furthermore, the Company’s Commercial Banking segment also offers a wide variety of international finance and trade services and products. The remaining centralized functions, including treasury activities and eliminations of intersegment amounts, have been aggregated and included in the Other segment, which provides broad administrative support to the two core segments.
 
The Company’s funds transfer pricing assumptions are intended to promote core deposit growth and to reflect the current risk profiles of various loan categories within the credit portfolio. Transfer pricing assumptions and methodologies are reviewed at least annually to ensure that the Company’s process is reflective of current market conditions. The transfer pricing process is formulated with the goal of incenting loan and deposit growth that is consistent with the Company’s overall growth objectives as well as to provide a reasonable and consistent basis for the measurement of the Company’s business segments and product net interest margins. Changes to the Company’s transfer pricing methodologies are approved by the Asset Liability Committee.
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Operating segment results are based on the Company’s internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs, and the provision for loan losses. Net interest income is based on the Company’s internal funds transfer pricing system, which assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. Noninterest income and noninterest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business. Indirect costs, including overhead expense, are allocated to the segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume, and deposit volume. The provision for credit losses is allocated based on actual charge-offs for the period as well as average loan balances for each segment during the period. The Company evaluates overall performance based on profit or loss from operations before income taxes excluding nonrecurring gains and losses.
 
Changes in our management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods are generally restated for comparability for changes in management structure or reporting methodologies unless it is not deemed practicable to do so.
 
 
49

 
The following tables present the operating results and other key financial measures for the individual operating segments for the three and six months ended June 30, 2011 and 2010:
 
   
Three Months Ended June 30, 2011
 
   
Retail Banking
   
Commercial Lending
   
Other
   
Total
 
   
(In thousands)
 
Interest income
  $ 94,964     $ 153,015     $ 26,489     $ 274,468  
Charge for funds used
    (24,091 )     (37,356 )     (260 )     (61,707 )
Interest spread on funds used
    70,873       115,659       26,229       212,761  
Interest expense
    (23,538 )     (8,002 )     (15,592 )     (47,132 )
Credit on funds provided
    54,387       3,456       3,864       61,707  
Interest spread on funds provided
    30,849       (4,546 )     (11,728 )     14,575  
Net interest income
  $ 101,722     $ 111,113     $ 14,501     $ 227,336  
Provision for loan losses
  $ (1,787 )   $ (24,713 )   $     $ (26,500 )
Depreciation, amortization and accretion
    (5,375 )     (21,119 )     3,920       (22,574 )
Goodwill
    320,566       16,872             337,438  
Segment pre-tax profit
    28,703       38,675       28,352       95,730  
Segment assets
    6,212,906       10,491,816       5,167,986       21,872,708  
 
 
   
Three Months Ended June 30, 2010
 
   
Retail Banking
   
Commercial Lending
   
Other
   
Total
 
   
(In thousands)
 
Interest income
  $ 94,361     $ 142,995     $ 16,177     $ 253,533  
Charge for funds used
    (30,449 )     (32,884 )     (1,958 )     (65,291 )
Interest spread on funds used
    63,912       110,111       14,219       188,242  
Interest expense
    (29,299 )     (5,399 )     (15,212 )     (49,910 )
Credit on funds provided
    56,411       4,311       4,569       65,291  
Interest spread on funds provided
    27,112       (1,088 )     (10,643 )     15,381  
Net interest income
  $ 91,024     $ 109,023     $ 3,576     $ 203,623  
Provision for loan losses
  $ (22,076 )   $ (33,180 )   $     $ (55,256 )
Depreciation, amortization and accretion
    2,015       (14,166 )     1,318       (10,833 )
Goodwill
    320,566       16,872             337,438  
Segment pre-tax profit
    12,562       30,369       15,803       58,734  
Segment assets
    6,370,531       9,719,021       3,877,769       19,967,321  
 
 
50

 
   
Six Months Ended June 30, 2011
 
   
Retail Banking
   
Commercial Lending
   
Other
   
Total
 
   
(In thousands)
 
Interest income
  $ 182,754     $ 298,350     $ 47,699     $ 528,803  
Charge for funds used
    (49,679 )     (77,553 )     500       (126,732 )
Interest spread on funds used
    133,075       220,797       48,199       402,071  
Interest expense
    (46,109 )     (13,987 )     (32,537 )     (92,633 )
Credit on funds provided
    111,732       6,934       8,066       126,732  
Interest spread on funds provided
    65,623       (7,053 )     (24,471 )     34,099  
Net interest income
  $ 198,698     $ 213,744     $ 23,728     $ 436,170  
Provision for loan losses
  $ (8,943 )   $ (44,063 )   $     $ (53,006 )
Depreciation, amortization and accretion
    (7,215 )     (34,907 )     7,185       (34,937 )
Goodwill
    320,566       16,872             337,438  
Segment pre-tax profit
    56,393       87,274       38,643       182,310  
Segment assets
    6,212,906       10,491,816       5,167,986       21,872,708  
 
 
   
Six Months Ended June 30, 2010
 
   
Retail Banking
   
Commercial Lending
   
Other
   
Total
 
   
(In thousands)
 
Interest income
  $ 208,848     $ 320,570     $ 42,818     $ 572,236  
Charge for funds used
    (60,122 )     (62,471 )     (10,176 )     (132,769 )
Interest spread on funds used
    148,726       258,099       32,642       439,467  
Interest expense
    (62,577 )     (13,124 )     (31,188 )     (106,889 )
Credit on funds provided
    113,420       9,291       10,058       132,769  
Interest spread on funds provided
    50,843       (3,833 )     (21,130 )     25,880  
Net interest income
  $ 199,569     $ 254,266     $ 11,512     $ 465,347  
Provision for loan losses
  $ (48,182 )   $ (83,495 )   $     $ (131,677 )
Depreciation, amortization and accretion
    (7,952 )     (42,744 )     2,820       (47,876 )
Goodwill
    320,566       16,872             337,438  
Segment pre-tax profit
    7,031       51,283       38,362       96,676  
Segment assets
    6,370,531       9,719,021       3,877,769       19,967,321  
 
NOTE 14 — SUBSEQUENT EVENTS
 
Dividend Payout
 
On July 20, 2011, the Company’s Board of Directors approved the payment of third quarter dividends of $20.00 per share on the Company’s Series A preferred stock. The dividend was payable on or about August 1, 2011 to shareholders of record as of July 15, 2011. Additionally, the Board declared a quarterly dividend of $0.05 per share on the Company’s common stock payable on or about August 24, 2011 to shareholders of record as of August 10, 2011.
 
Loan Sale
 
On August 3, 2011, the Company entered into a loan sale transaction with a major investment brokerage firm, selling approximately $235 million of student loans with a related gain of $4.7 million. These loans were held for sale as of June 30, 2011.
 
 
51

 
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of East West Bancorp, Inc. and its subsidiaries. This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010, and the condensed consolidated financial statements and accompanying notes presented elsewhere in this report.
 
Critical Accounting Policies
 
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and general practices within the banking industry. The financial information contained within these statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already occurred. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. In addition, certain accounting policies require significant judgment in applying complex accounting principles to individual transactions to determine the most appropriate treatment. We have established procedures and processes to facilitate making the judgments necessary to prepare financial statements.
 
The following is a summary of the more judgmental and complex accounting estimates and principles. In each area, we have identified the variables most important in the estimation process. We have used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuations and impact the results of operations.
 
 
·
fair valuation of financial instruments;
 
·
investment securities;
 
·
acquired loans;
 
·
covered loans;
 
·
covered other real estate owned;
 
·
FDIC indemnification asset;
 
·
allowance for loan losses;
 
·
other real estate owned;
 
·
loan, OREO, and note sales;
 
·
goodwill impairment; and
 
·
share-based compensation.
 
Our significant accounting policies are described in greater detail in our 2010 Annual Report on Form 10-K in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to the Consolidated Financial Statements, “Significant Accounting Policies,” which are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
 
Overview
 
For the second quarter of 2011, net income was $60.5 million or $0.39 per dilutive share. East West increased net income in the second quarter by $24.2 million or 67% and increased earnings per dilutive share $0.18 or 86% from the prior year period.
 
Total assets increased 3% to $21.9 billion at June 30, 2011 compared to $21.1 billion at March 31, 2011. Average earning assets increased 4% to $19.4 billion for the quarter ended June 30, 2011, compared to $18.7 billion for the quarter ended March 31, 2011. The increase in total assets and average earning assets was primarily due to strong total loan growth of $300.2 million or 2% from March 31, 2011 to $14.0 billion at June 30, 2011 and an increase in investment securities of $275.1 million or 9% from March 31, 2011 to $3.2 billion at June 30, 2011.
 
Loans receivable including loans held for sale totaled $14.0 billion at June 30, 2011 as compared to $13.7 billion at March 31, 2011. During the second quarter, non-covered loan balances including loans held for sale increased 6% or $543.4 million, to $9.7 billion at June 30, 2011. The increase in non-covered loans was primarily driven by significant growth in commercial and trade finance loans of $500.7 million or 23%. Approximately $243.4 million or 49% of this increase in commercial and trade finance loans was a result of cross-border trade finance business in Hong Kong and China. Over 80% of these cross-border trade finance loans are fully secured by cash and/or standby letters of credit issued by major financial institutions. The other approximately 51% of the commercial and trade finance loan growth is attributed to our expanded lending platform in the U.S. Additionally, during the second quarter, non-covered single family loan balances grew $84.9 million or 7% and non-covered commercial real estate loan balances grew $69.0 million or 2% from March 31, 2011.
 
The growth in non-covered commercial and trade finance, commercial real estate and single-family loans was partially offset by decreases in non-covered land, construction, and consumer loans during the second quarter of 2011. Land and construction loans declined by $54.7 million, or 12%, to $420.1 million at June 30, 2011, or only 3% of total loans receivable. The consumer portfolio declined approximately $81.6 million or 12% during the quarter primarily as a result of the transfer of certain government guaranteed student loans to loans held for sale to reflect management’s intent to sell these loans at a future date. As of June 30, 2011, we classified $326.8 million of loans as held for sale, primarily comprised of government guaranteed student loans. Further, during the quarter, we sold $212.5 million of government guaranteed student loans at a gain of approximately $5.9 million.
 
Covered Loans
 
Covered loans totaled $4.4 billion as of June 30, 2011, a decrease of $243.2 million during the second quarter. The decrease in the covered loan portfolio was mainly due to paydowns, payoffs, and charge-off activity. In total, the net decrease in the FDIC indemnification asset and receivable recorded in noninterest income (loss) was $(18.8) million for the second quarter of 2011. The net decrease in the FDIC indemnification asset of $32.4 million was partially offset by an increase in the FDIC receivable of $13.6 million due to reimbursable expense claims. During the second quarter we incurred $17.0 million in expenses on covered loans and other real estate owned, 80% or $13.6 million of which is reimbursable from the FDIC.
 
Deposits and Borrowings
 
The increase in loans and investments was fueled by record deposit growth. During the quarter, total deposits grew $699.2 million or 4% from March 31, 2011 to a record $17.1 billion. Core deposits increased to a record $9.4 billion at June 30, 2011, or an increase of $247.7 million or 3% from the first quarter and time deposits increased to $7.8 billion at June 30, 2011, or an increase of $451.4 million or 6% from the first quarter. Noninterest-bearing demand deposits increased by $199.9 million or 7% for the second quarter of 2011.
 
 
As of June 30, 2011, FHLB advances totaled $533.0 million, a decrease of 33% or $260.7 million from March 31, 2011 due to the prepayment of FHLB advances during the second quarter. The FHLB advances prepaid during the second quarter carried an average effective cost of 1.6%. A prepayment penalty of $4.4 million was incurred during the second quarter which is included in noninterest expense. Additionally, during the second quarter, $10.3 million of 10.9% junior subordinated debt securities were called at par. These actions were taken to better position the balance sheet, reducing borrowing costs and improving the net interest margin in the coming quarters.
 
The Company reported total noninterest income for the second quarter of 2011 of $12.5 million, compared to noninterest income of $11.0 million in the first quarter of 2011 and noninterest income of $35.7 million in the second quarter of 2010. Noninterest income in the second quarter of 2010 included a $19.5 million gain on the acquisition of WFIB.
 
Noninterest expense totaled $117.6 million for the second quarter of 2011, compared to $106.8 million for the first quarter of 2011, and $125.3 million for the second quarter of 2010. The increase in noninterest expense from the first quarter of 2011 was primarily related to an increase in compensation expense, as well as an increase in credit cycle costs including legal expenses, loan related expenses, and other real estate owned expenses.
 
Nonperforming assets, excluding covered assets, decreased by $7.1 million or 4% from the prior quarter to $181.2 million or only 0.83% of total assets at June 30, 2011. The decrease in nonperforming assets was due to an $8.0 million or 5% decrease in nonaccrual loans during the second quarter of 2011. In addition, for the seventh consecutive quarter, net charge-offs declined. Total net charge-offs decreased to $31.6 million for the second quarter of 20111, a decrease of 8% from the previous quarter and a decrease of 43% compared to the prior year quarter.
 
Results of Operations
 
Net income for the second quarter of 2011 totaled $60.5 million, compared with $36.3 million for the second quarter of 2010. On a per diluted share basis, net income was $0.39 and $0.21 for the second quarters of 2011 and 2010, respectively. Our annualized return on average total assets increased to 1.12% for the quarter ended June 30, 2011, from 0.73% for the same period in 2010. The annualized return on average common stockholders’ equity increased to 11.06% for the second quarter of 2011, compared with 6.26% for the second quarter of 2010.
 
Components of Net Income
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(In millions)
 
Net interest income
  $ 227.3     $ 203.6     $ 436.2     $ 465.3  
Provision for loan losses
    (26.5 )     (55.3 )     (53.0 )     (131.7 )
Noninterest income
    12.5       35.7       23.5       27.2  
Noninterest expense
    (117.6 )     (125.3 )     (224.4 )     (264.1 )
Provision for income taxes
    (35.2 )     (22.4 )     (65.7 )     (35.4 )
Net income
  $ 60.5     $ 36.3     $ 116.6     $ 61.3  
                                 
Annualized return on average total assets
    1.12 %     0.73 %     1.10 %     0.61 %
                                 
Annualized return on average common equity
    11.06 %     6.26 %     10.80 %     5.55 %
                                 
Annualized return on average total equity
    10.95 %     6.29 %     10.70 %     5.32 %
 
 
Net Interest Income
 
Our primary source of revenue is net interest income which is the difference between interest earned on loans, investment securities, and other earning assets less the interest expense on deposits, borrowings, and other interest-bearing liabilities. Net interest income for the second quarter of 2011 totaled $227.3 million, a 12% increase over net interest income of $203.6 million for the same period in 2010.
 
Net interest margin, defined as net interest income divided by average earning assets, increased 4 basis points to 4.70% during the second quarter of 2011, from 4.66% during the second quarter of 2010. Net interest income and the net interest margin for both 2011 and 2010 were positively impacted by the accounting for covered loans under ASC 310-30. The increase in net interest margin during 2011 resulted from higher yields earned on covered loans and lower costs of deposits and other interest-bearing liabilities.
 
The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and the average yield rates by asset and liability component for the three months ended June 30, 2011 and 2010:
 
   
Three Months Ended June 30,
 
   
2011
   
2010
 
   
Average
 Balance
   
Interest
   
Average
Yield
Rate(1)
   
Average
Balance
   
Interest
   
Average
Yield
Rate(1)
 
                                     
ASSETS
                                   
Interest-earning assets:
                                   
Short-term investments
  $ 1,006,402     $ 4,500       1.79 %   $ 948,361     $ 1,502       0.64 %
Securities purchased under resale agreements
    1,068,975       5,109       1.92 %     455,743       2,630       2.31 %
Investment securities available-for-sale(3)(4)
    3,220,795       23,253       2.90 %     2,202,676       14,741       2.68 %
Loan receivable(2)(3)
    9,418,750       119,739       5.10 %     8,556,680       116,916       5.48 %
Loans receivable - covered(2)(3)
    4,487,610       121,034       10.82 %     5,137,863       116,867       9.12 %
FHLB and FRB stock
    200,437       833       1.67 %     224,473       877       1.57 %
Total interest-earning assets
    19,402,969       274,468       5.67 %     17,525,796       253,533       5.80 %
                                                 
Noninterest-earning assets:
                                               
Cash and cash equivalents
    270,259                       603,907                  
Allowance for loan losses
    (228,587 )                     (255,904 )                
Other assets
    2,129,462                       2,012,470                  
Total assets
  $ 21,574,103                     $ 19,886,269                  
                                                 
LIABILITIES AND STOCKHOLDER’S EQUITY
                                               
Interest-bearing liabilities:
                                               
Checking accounts
  $ 793,349     $ 699       0.35 %   $ 663,936     $ 527       0.32 %
Money market accounts
    4,374,404       5,848       0.54 %     3,968,293       8,336       0.84 %
Savings deposits
    1,034,486       933       0.36 %     961,374       1,274       0.53 %
Time deposits
    7,653,112       21,650       1.13 %     6,714,972       18,995       1.13 %
FHLB advances
    738,094       3,955       2.15 %     1,238,400       6,175       2.00 %
Securities sold under repurchase agreements
    1,064,096       12,116       4.57 %     1,042,305       12,045       4.64 %
Long-term debt
    235,343       1,788       3.05 %     235,570       1,591       2.71 %
Other borrowings
    20,972       143       2.73 %     49,785       967       7.79 %
Total interest-bearing liabilities
    15,913,856       47,132       1.19 %     14,874,635       49,910       1.35 %
                                                 
Interest-bearing liabilities:
                                               
Demand deposits
    2,935,704                       2,300,228                  
Other liabilities
    513,940                       400,783                  
Stockholders' equity
    2,210,603                       2,310,623                  
Total liabilities and stockholders' equity
  $ 21,574,103                     $ 19,886,269                  
Interest rate spread
                    4.48 %                     4.45 %
                                                 
Net interest income and net interest margin
          $ 227,336       4.70 %           $ 203,623       4.66 %
_______________________
(1)
Annualized.
(2)
Average balances include nonperforming loans.
(3)
Includes net accretion of discounts on investment securities and loans receivable totaling $5.4 million and $2.6 million for the three months ended June 30, 2011 and 2010, respectively. Also includes the net amortization of deferred loans fees totaling $2.9 million and $1.8 million for the three months ended June 30, 2011 and June 30, 2010, respectively.
(4)
June 30, 2010 average balances exclude unrealized gains or losses.
 
 
The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and the average yield rates by asset and liability component for the six months ended June 30, 2011 and 2010:
 
   
Six Months Ended June 30,
       
   
2011
       2010  
   
Average
Balance
   
Interest
   
Average
Yield
Rate(1)
   
Average
Balance
   
Interest
   
Average
Yield
Rate(1)
 
   
(Dollars in thousands)
       
ASSETS
                                   
Interest-earning assets:
                                   
Short-term investments
  $ 995,055     $ 7,240       1.47 %   $ 1,119,912     $ 5,043       0.91 %
Securities purchased under resale agreements
    984,020       9,379       1.92 %     358,074       8,893       5.01 %
Investment securities available-for-sale(3)(4)
    3,020,860       42,110       2.81 %     2,194,322       34,931       3.21 %
Loans receivable(2)(3)
    9,271,782       234,650       5.10 %     8,582,214       238,944       5.61 %
Loans receivable - covered(2)(3)
    4,591,211       233,649       10.26 %     5,256,293       282,783       10.85 %
FHLB and FRB stock
    204,992       1,775       1.75 %     223,097       1,656       1.50 %
Total interest-earning assets
    19,067,920       528,803       5.59 %     17,733,912       572,250       6.51 %
                                                 
Noninterest-earning assets:
                                               
Cash and cash equivalents
    277,214                       485,965                  
Allowance for loan losses
    (232,371 )                     (254,700 )                
Other assets
    2,120,150                       2,195,865                  
Total assets
  $ 21,232,913                     $ 20,161,042                  
                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                                               
Interest-bearing liabilities:
                                               
Checking accounts
  $ 782,547     $ 1,347       0.35 %   $ 651,655     $ 1,141       0.35 %
Money market accounts
    4,374,322       11,823       0.55 %     3,716,606       16,302       0.88 %
Savings deposits
    1,003,074       1,665       0.33 %     976,695       2,416       0.50 %
Time deposits
    7,397,717       40,277       1.10 %     7,013,720       42,721       1.23 %
FHLB advances
    875,290       9,733       2.24 %     1,634,910       15,180       1.87 %
Securities sold under repurchase agreements
    1,072,124       24,133       4.54 %     1,035,539       24,586       4.79 %
Long-term debt
    235,456       3,359       2.88 %     235,570       3,138       2.69 %
Other borrowings
    16,122       296       3.70 %     74,893       1,405       3.78 %
Total interest-bearing liabilities
    15,756,652       92,633       1.19 %     15,339,588       106,889       1.41 %
                                                 
Noninterest-bearing liabilities:
                                               
Demand deposits
    2,828,933                       2,260,847                  
Other liabilities
    468,704                       258,399                  
Stockholders' equity
    2,178,624                       2,302,208                  
Total liabilities and stockholders' equity
  $ 21,232,913                     $ 20,161,042                  
Interest rate spread
                    4.40 %                     5.10 %
                                                 
Net interest income and net interest margin
          $ 436,170       4.61 %           $ 465,361       5.29 %
_______________________
(1)
Annualized.
(2)
Average balances include nonperforming loans.
(3)
Includes net accretion of discounts on investment securities and loans receivable totaling $7.8 million and $10.4 million for the six months ended June 30, 2011 and 2010, respectively. Also includes the net amortization of deferred loans fees totaling $5.5 million and $3.7 million for the six months ended June 30, 2011 and June 30, 2010, respectively.
(4)
June 30, 2010 average balances exclude unrealized gains or losses.
 
Analysis of Changes in Net Interest Income
 
Changes in our net interest income are a function of changes in rates and volumes of both interest-earning assets and interest-bearing liabilities. The following table sets forth information regarding changes in interest income and interest expense for the periods indicated. The total change for each category of interest-earning assets and interest-bearing liabilities is segmented into the change attributable to variations in volume (changes in volume multiplied by old rate) and the change attributable to variations in interest rates (changes in rates multiplied by old volume). Nonaccrual loans are included in average loans used to compute this table.
 
 
   
Three Months Ended June 30,
2011 vs. 2010
   
Six Months Ended June 30,
2011 vs. 2010
 
                                     
   
Total
   
Changes Due to
   
Total
   
Changes Due to
 
   
Change
   
Volume(1)
   
Rate(1)
   
Change
   
Volume(1)
   
Rate(1)
 
                                     
   
(In thousands)
 
INTEREST-EARNING ASSETS:
                                   
Short-term investments
  $ 2,998     $ 97     $ 2,901     $ 2,197     $ (615 )   $ 2,812  
Securities purchased under resale agreements
    2,479       3,000       (521 )     486       8,463       (7,977 )
Investment securities available-for-sale
    8,512       7,272       1,240       7,179       11,928       (4,749 )
Loans receivable     2,823       11,294       (8,471 )     (4,294 )     18,380       (22,674 )
Loans receivable - covered
    4,167       (15,904 )     20,071       (49,134 )     (34,425 )     (14,709 )
FHLB and FRB stock
    (44 )     (98 )     54       119       (142 )     261  
                                                 
Total interest and dividend income
  $ 20,935     $ 5,661     $ 15,274     $ (43,447 )   $ 3,589     $ (47,036 )
                                                 
                                                 
INTEREST-BEARING LIABILITIES:
                                               
Checking accounts
  $ 172     $ 110     $ 62     $ 206     $ 226     $ (20 )
Money market accounts
    (2,488 )     785       (3,273 )     (4,479 )     2,535       (7,014 )
Savings deposits
    (341 )     91       (432 )     (751 )     64       (815 )
Time deposits
    2,655       2,654       1       (2,444 )     2,254       (4,698 )
FHLB advances
    (2,220 )     (2,652 )     432       (5,447 )     (8,031 )     2,584  
Securities sold under repurchase agreements
    71       250       (179 )     (453 )     850       (1,303 )
Long-term debt
    197       (2 )     199       221       (2 )     223  
Other borrowings
    (824 )     (388 )     (436 )     (1,109 )     (1,080 )     (29 )
                                                 
Total interest expense
  $ (2,778 )   $ 848     $ (3,626 )   $ (14,256 )   $ (3,184 )   $ (11,072 )
                                                 
CHANGE IN NET INTEREST INCOME
  $ 23,713     $ 4,813     $ 18,900     $ (29,191 )   $ 6,773     $ (35,964 )
_______________________
(1)
Changes in interest income/expense not arising from volume or rate variances are allocated proportionately to rate and volume.
 
Provision for Loan Losses
 
We recorded $26.5 million and $53.0 million in provision for loan losses during the second quarter and first half of 2011. In comparison we recorded $55.3 million and $131.7 million in provisions for loan losses during the second quarter and first half of 2010, respectively. The Company recorded $31.6 million and $65.8 million in net charge-offs during the second quarter and first half of 2011, compared to $55.2 million and $119.1 million in net charge-offs recorded during the second quarter and first half of 2010. Provision for loan losses has declined for several quarters as a result of credit quality improvement, partially offset by increases in the allowance for loan losses on commercial and trade finance loans commensurate with the increases in these portfolios.
 
Provisions for loan losses are charged to income to bring the allowance for credit losses as well as the allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions to a level deemed appropriate by the Company based on the factors discussed under the “Allowance for Loan Losses” section of this report.
 
 
Noninterest Income
 
The following table sets forth the various components of noninterest income for the periods indicated:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(In millions)
 
Gain on acquisition
  $     $ 19.5     $     $ 27.6  
Impairment loss on investment securities recognized in earnings
          (4.6 )     (0.5 )     (9.4 )
Decrease in FDIC indemnification asset and receivable
    (18.8 )     (9.4 )     (36.2 )     (53.0 )
Branch fees
    9.1       8.2       16.8       17.0  
Net gain on sales of investment securities
    1.1       5.8       3.6       21.9  
Net gain on sales of fixed assets
    2.2             2.2        
Letters of credit fees and commissions
    3.4       2.8       6.4       5.6  
Ancillary loan fees
    2.0       2.4       4.1       4.0  
Income from life insurance policies
    1.1       1.1       2.1       2.2  
Net gain on sales of loans
    5.9       8.1       13.3       8.1  
Other operating income
    6.5       1.8       11.7       3.2  
Total
  $ 12.5     $ 35.7     $ 23.5     $ 27.2  
 
Noninterest income includes revenues earned from sources other than interest income. These sources include service charges and fees on deposit accounts, fees and commissions generated from trade finance activities and the issuance of letters of credit, ancillary fees on loans, net gains on sales of loans, investment securities available-for-sale and other assets, impairment losses on investment securities, gain on acquisitions, decrease in the FDIC indemnification asset and receivable, income from life insurance policies, and other noninterest-related revenues.
 
We recorded noninterest income of $12.5 million for the three months ended June 30, 2011, a decrease of $23.2 million, compared to noninterest income of $35.7 million recorded for the same period in 2010. The decrease in noninterest income for the three months ended June 30, 2011 is primarily due to decreases in the gain on acquisition, the decrease in FDIC indemnification asset and receivable and the net gain on sales of investment securities partially offset by an increase in other operating income and the net gain on sales of fixed assets.
 
For the three and six months ended June 30, 2011, in total, the net decrease in the FDIC indemnification asset and receivable recorded in noninterest income was $18.8 million and $36.2 million, respectively. The quarter-to-date and year-to-date net decrease of $32.4 million and $59.3 million, respectively, in the FDIC indemnification asset resulting from loan disposal activity, recoveries and amortization was partially offset by a quarter-to-date and year-to-date increase in the FDIC receivable of $13.6 million and $23.1 million, respectively, due to reimbursable expense claims. During the second quarter and first half of 2011 we incurred $16.9 million and $28.8 million, respectively, in expenses on covered loans and other real estate owned, 80% or $13.5 million and $23.0 million, respectively, of which is reimbursable from the FDIC.
 
For the three months ended June 30, 2011, no impairment loss on investment securities was recognized in earnings compared to $4.6 million for the three months ended June 30, 2010. For the six months ended June 30, 2011, impairment loss on investment securities recognized in earnings was $464 thousand compared to $9.4 million for the six months ended June 30, 2010. The $464 thousand impairment loss for the first half of 2011 was recorded on pooled trust preferred securities. As of June 30, 2011, the fair value of those pooled trust preferred securities was $1.2 million.
 
 
For the three and six months ended June 30, 2011 there were no gains recorded related to acquisitions. For the three and six months ended June 30, 2010, we recorded bargain purchase gains of $19.5 million and $27.6 million, respectively, related to the acquisitions of WFIB and UCB.
 
During the second quarter of 2011, the net gain on sale of investment securities totaled $1.1 million, compared to $5.8 million recorded during the second quarter of 2010. During the first six months of 2011, the net gain on sale of investment securities totaled $3.6 million, compared to $21.9 million recorded during the same period in 2010. Proceeds from the sale of investment securities provide additional liquidity to purchase other investment securities, to fund loan originations, and to pay down borrowings.
 
In May 2011, the Bank completed the sale of a building in an effort to consolidate properties acquired through the UCB acquisition. The property was sold for $18.5 million, a portion of which was mortgaged by the buyer, and resulted in a $4.4 million gain on sale after consideration of $0.8 million in selling costs. The gain on sale is accounted for using the installment method which apportions the buyer’s cash payments and principal payments on the mortgage between cost recovered and profit. Accordingly, $1.8 million of the gain on sale was recognized as noninterest income in the quarterly period ended June 30, 2011, and the remaining $2.6 million of the gain on sale will be recognized as the buyer makes principal payments on the mortgage. Also in May 2011, the Bank sold an additional property for $2.6 million which resulted in a gain on sale of $0.4 million.
 
Branch fees, which represent revenues derived from branch operations, increased $0.9 million, or 11.0%, to $9.1 million in the second quarter of 2011, compared to $8.2 million for the same quarter in 2010, and decreased $0.2 million, or 1.2%, to $16.8 million for the first six months of 2011, compared to $17.0 million during the same period in 2010.
 
For the three and six months ended June 30, 2011, the net gain on sales of loans was $5.9 million and $13.3 million, respectively, compared to $8.1 million for both the three and six months ended June 30, 2010. From time to time, the Company buys and sells loans within the loans held for sale portfolio to take advantage of market opportunities.
 
Noninterest Expense
 
The following table sets forth the various components of noninterest expense for the periods indicated:
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(In millions)
 
Compensation and employee benefits
  $ 40.9     $ 41.6     $ 79.1     $ 92.4  
Occupancy and equipment expense
    12.2       13.1       24.8       25.1  
Amortization of investments in affordable housing partnerships
    4.6       2.6       9.1       5.7  
Amortization of premiums on deposits acquired
    3.1       3.3       6.3       6.7  
Deposit insurance premiums and regulatory assessments
    6.8       4.5       14.0       16.1  
Loan-related expenses
    4.3       5.3       7.4       8.2  
      14.6       21.0       25.3       39.0  
Legal expense
    6.8       6.2       10.9       9.1  
Prepayment penalty for FHLB advances
    4.4       3.9       8.5       13.8  
Data processing
    2.1       3.1       4.7       5.5  
Deposit-related expenses
    1.4       1.1       2.5       2.1  
Consulting expense
    2.4       1.9       4.0       4.1  
Other operating expenses
    14.0       17.7       27.8       36.4  
Total noninterest expense
  $ 117.6     $ 125.3     $ 224.4     $ 264.2  
Efficiency Ratio(1)
    43.95 %     51.44 %     43.57 %     50.17 %
_______________________
(1)
Represents noninterest expense, excluding the amortization of intangibles, amortization and impairment loss of premiums on deposits acquired, amortization of investments in affordable housing partnerships and prepayment penalties for FHLB advances, divided by the aggregate of net interest income before provision for loan losses and noninterest income, excluding items that are non-recurring in nature.
 
 
Noninterest expense, which is comprised primarily of compensation and employee benefits, occupancy and other operating expenses, decreased $7.7 million, or 6%, to $117.6 million during the second quarter of 2011, compared to $125.3 million for the same quarter in 2010, and decreased $39.8 million, or 15%, to $224.4 million during the first half of 2011, compared to $264.2 million for the same period in 2010.
 
Under the shared-loss agreements with the FDIC, 80% of eligible expenses on covered assets are reimbursable from the FDIC. Noninterest expense for the three and six months ended June 30, 2011 included reimbursable expenses totaling $13.6 million and $23.0 million, respectively, which is comprised of other real estate owned expense of $11.6 million and $18.0 million, respectively, loan-related expense of $1.1 million and $2.9 million, respectively, and legal expenses of $0.9 million and $2.1 million, respectively.
 
Compensation and employee benefits decreased $0.7 million, or 2%, to $40.9 million for the three months ended June 30, 2011, compared to $41.6 million for the same period in 2010, and decreased $13.3 million, or 14%, to $79.1 million for the six months ended June 30, 2011, compared to $92.4 million for the same period in 2010. The decrease was primarily due to the completed integration of UCB and the resulting additional synergies.
 
We recorded OREO expenses, net of OREO gains, totaling $14.6 million (including $11.6 million reimbursable from the FDIC) during the three months ended June 30, 2011, compared with $21.0 million during the same period in 2010. For the first half of 2011, net OREO expenses decreased to $25.3 million (including $18.0 million reimbursable from the FDIC), compared with $39.0 million in net OREO expenses during the first half of 2010. The $14.6 million in net OREO expenses incurred during the second quarter of 2011 is comprised of $3.1 million in various operating and maintenance expenses, $11.9 million in valuation losses and $0.4 million in net gains from the sale of OREO properties. The $25.3 million in net OREO expenses incurred during the first half of 2011 is comprised of $6.0 million in various operating and maintenance expenses, $19.6 million in valuation losses and $0.4 million in net gains from the sale of OREO properties. As of June 30, 2011, total covered and non-covered OREO amounted to $123.1 million and $16.5 million, respectively, compared to $123.9 million and $21.9 million, respectively, as of December 31, 2010.
 
Deposit insurance premiums and regulatory assessments increased $2.3 million, or 51%, to $6.8 million for the three months ended June 30, 2011, compared to $4.5 million during the same period in 2010. For the first half of 2011, deposit insurance premiums and regulatory assessments decreased $2.1 million, or 13%, to $14.0 million, compared to $16.1 million for the same period in 2010. The increase in deposit insurance premiums and regulatory assessments for the three months ended June 30, 2011 is primarily due to an increase in the assessment base. The decrease in deposit insurance premiums and regulatory assessments during the first half of 2011 is primarily due to a decrease in the assessment rate partially offset by an increase in assessment base.
 
During the three and six months ended June 30, 2011, FHLB advances of $260.7 million and $477.6 million were prepaid with a related $4.4 million and $8.5 million in prepayment penalties, respectively, compared to $740.0 million and $1.12 billion of FHLB advance prepayments with a related $3.9 million and $13.8 million in prepayment penalties for the three and six months ended June 30, 2010, respectively.
 
Amortization of premiums on deposits acquired decreased $0.2 million to $3.1 million for the three months ended June 30, 2011, compared with $3.3 million during the same period in 2010. For the first half of 2011, amortization of premiums on deposits decreased $0.4 million to $6.3 million, compared with $6.7 million for the same period in 2010. The decrease is due to the full amortization of a premium on deposits acquired during 2010 from a previous acquisition as well as decreases in the amount amortized each quarter in accordance with the calculated amortization schedules. The projected deposit runoff rates incorporated into the core deposit amortization models simulate the decay rates used in the Company’s current asset liability model. Premiums on deposits acquired are amortized over the estimated useful lives of the related deposits.
 
 
Other operating expenses include advertising and public relations, telephone and postage, stationery and supplies, bank and item processing charges, insurance expenses, other professional fees, and charitable contributions. Other operating expenses decreased $3.7 million, or 21%, to $14.0 million for the three months ended June 30, 2011, compared with $17.7 million during the same period in 2010. This was primarily a result of the successful integration of UCB. Other operating expenses decreased $8.6 million, or 24%, to $27.8 million for the first half of 2011, compared with $36.4 million for the same period in 2010.
 
Our efficiency ratio decreased to 43.95% for the three months ended June 30, 2011, compared to 51.44% for the corresponding period in 2010. For the first half of 2011, the efficiency ratio decreased to 43.57%, compared to 50.17% for the same period in 2010. The improvement in our efficiency ratio can be attributed to efficiencies gained after the full integration of UCB and WFIB.
 
Income Taxes
 
The provision for income taxes was $35.2 million for the second quarter of 2011, representing an effective tax rate of 36.8%, compared to $22.4 million for the same period in 2010, representing an effective tax rate of 38.1%. Included in the income tax recognized during the second quarter of 2011 and 2010 are $8.3 million and $2.9 million, respectively, in federal tax credits generated from our investments in affordable housing partnerships. The decrease in the effective tax rate is attributable to the increase in these tax credits as well as the effect of the gain related to the June 2010 WFIB acquisition.
 
For the first half of 2011, the provision for income taxes was $65.7 million, representing an effect tax rate of 36.0%, compared to $35.4 million for the same period in 2010, representing an effective tax rate of 36.6%.
 
Management regularly reviews the Company’s tax positions and deferred tax assets. Factors considered in this analysis include future reversals of existing temporary differences, future taxable income exclusive of reversing differences, taxable income in prior carryback years, and tax planning strategies. The Company accounts for income taxes using the asset and liability approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted rates expected to be in effect when such amounts are realized and settled.
 
A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is established, when necessary, to reduce the deferred tax assets to the amount that is more likely than not to be realized. Management has concluded that it is more likely than not that all of the benefit of the deferred tax assets will be realized, with the exception of the deferred tax assets related to certain state and foreign net operating loss carryforwards. Accordingly, a valuation allowance has been recorded for these amounts.
 
The Company believes that adequate provisions have been made for all income tax uncertainties consistent with the standards of ASC 740-10. As of June 30, 2011, the Company had a net deferred tax liability of $78.0 million.
 
Operating Segment Results
 
The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank and the Company overall. We have identified three operating segments for purposes of management reporting: 1) Retail Banking; 2) Commercial Banking; and 3) Other.
 
 
For more information about our segments, including information about the underlying accounting and reporting process, please see Note 13 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
 
Retail Banking
 
The Retail Banking segment reported pretax income of $28.7 million for the three months ended June 30, 2011, compared to $12.6 million for the same quarter in 2010. The increase in pretax income for this segment during the second quarter of 2011 is driven by decreases in loan loss provisions and noninterest expense and an increase in net interest income, offset by a reduction in noninterest income.  For the six months ended June 30, 2011, the Retail Banking segment reported pretax income of $56.4 million, compared to $7.0 million recorded during the same period in 2010. The increase for the first half of 2011 is mainly driven by decreases in loan loss provisions and noninterest expense, and an increase in noninterest income.
 
The $10.7 million increase in net interest income during the second quarter of 2011 and the $0.9 million decrease in net interest income for the first half of 2011 are attributable to the extended low interest rate environment, offset by lower cost of funds on deposits, and the disposal activity in the covered loan portfolio. The decrease in loan loss provisions for this segment of $20.3 million during the second quarter of 2011 and $39.2 million during the first half of 2011, relative to the same periods in 2010 was due to decreased charge-off activity. Loan loss provisions are also impacted by average loan balances for each reporting segment.
 
Noninterest income for this segment decreased $9.3 million to $4.8 million for the three months ended June 30, 2011, compared to $14.1 million recorded during the same period in 2010. This decrease is primarily due to a lower gain on sale of student loans and a higher net reduction from the FDIC indemnification asset and receivable, offset by higher branch fee income. For the first half of 2011, noninterest income for this segment increased $2.8 million to $11.4 million, compared to $8.6 million for the same period in 2010. The increase is primarily due to the lower net reduction from the FDIC indemnification asset and receivable and a higher gain on sale of student loans.
 
Noninterest expense for this segment decreased $7.3 million to $51.7 million during the second quarter of 2011, compared with $59.0 million recorded during the second quarter of 2010. For the first half of 2011, noninterest expense for this segment decreased $17.9 million to $107.2 million, from $125.1 million for the same period in 2010. The decrease in noninterest expense for the second quarter and first half of 2011 is primarily due to decreases in OREO related expense and compensation and employee benefits.
 
Commercial Banking
 
The Commercial Banking segment reported pretax income of $38.7 million during the three months ended June 30, 2011, compared to $30.4 million for the same period in 2010. The increase for this segment during the second quarter of 2011 is driven by decreases in loan loss provisions and noninterest expense and increases in net interest income and noninterest income. For the first six months of 2011, this segment reported pretax income of $87.3 million, compared to $51.3 million recorded during the same period in 2010. The increase for the first half of 2011 is due to decreases in loan loss provisions and noninterest expense and an increase in noninterest income, offset by a reduction in net interest income.
 
 
Net interest income for this segment increased $2.1 million to $111.1 million for the three months ended June 30, 2011, compared to $109.0 million for the same period in 2010. For the first six months of 2011, net interest income for this segment decreased $40.6 million to $213.7 million, compared to $254.3 million recorded during the same period in 2010. The change in net interest income for this segment is primarily impacted by the disposal activity on the covered loan portfolio and the low interest rate environment.
 
Noninterest income for this segment increased $1.6 million to $2.3 million during the second quarter of 2011, compared to $0.7 million recorded in the same quarter of 2010 due to increases in fees from interest rate swaps and foreign exchange gains. For the first half of 2011, noninterest income increased $26.9 million to $3.8 million, compared to a noninterest loss of $23.1 million for the same period in 2010. The increase in noninterest income is primarily due to a lower decrease in the FDIC indemnification asset and receivable and an increase in fees from interest rate swaps and foreign exchange gains.
 
Noninterest expense for this segment decreased $2.5 million to $38.1 million during the three months ended June 30, 2011, compared with $40.6 million recorded during the same quarter in 2010. For the first half of 2011, noninterest expense for this segment decreased $10.3 million to $68.4 million, compared to $78.7 million for the same period in 2010. The decrease in noninterest expense is primarily due to decreases in OREO and loan related expenses.
 
Other
 
The Other segment reported pretax income of $28.4 million during the three months ended June 30, 2011, compared to $15.8 million recorded in the same quarter of 2010. For the first six months of 2011, this segment reported pretax income of $38.6 million, compared to $38.4 million recorded during the same period in 2010.
 
Net interest income for this segment increased $10.9 million to $14.5 million for the three months ended June 30, 2011, compared to $3.6 million recorded in the same quarter of 2010. For the first six months of 2011, net interest income for this segment increased $12.2 million to $23.7 million, compared to $11.5 million recorded during the same period in 2010.
 
Noninterest income for this segment decreased $15.5 million to $5.4 million during the three months ended June 30, 2011, compared with $20.9 million recorded in the same quarter of 2010. For the first half of 2011, noninterest income decreased $33.4 million to $8.3 million, compared with $41.7 million for the same period in 2010. The decrease for the second quarter and first half of 2011 is mainly attributable to the gain on acquisition and higher gain on sales of investment securities available-for-sale in 2010, offset by a decrease in the impairment on investment securities recognized in earnings.
 
Noninterest expense for this segment increased $2.0 million to $27.8 million for the three months ended June 30, 2011, compared with $25.8 million during the same quarter in 2010. The increase is primarily due to increases from amortization of investments in affordable housing partnerships and compensation expenses, offset by a reduction in occupancy expense. For the first half of 2011, noninterest expense for this segment decreased $11.7 million to $48.8 million, compared to $60.5 million for the same period in 2010. The decrease is primarily due to decreases in compensation expenses and prepayment penalties on FHLB advances.
 
Balance Sheet Analysis
 
Total assets increased $1.17 billion, or 5.7%, to $21.87 billion as of June 30, 2011, compared to $20.70 billion as of December 31, 2010. The increase is comprised predominantly of increases in cash and cash equivalents of $264.5 million, securities purchased under resale agreements of $312.3 million, investment securities available-for-sale of $330.2 million and loans receivable, net of $226.7 million. The increase in total assets was funded primarily through increases in deposit growth of $1.49 billion.
 
 
Securities Purchased Under Resale Agreements
 
We purchase securities under resale agreements (“resale agreements”) with terms that range from one day to several years. Total resale agreements increased $312.3 million, or 62.5%, to $812.3 million as of June 30, 2011, compared with $500.0 million as of December 31, 2010. The increase reflects additional resale agreements entered into during 2011.
 
Purchases of resale agreements are overcollateralized to ensure against unfavorable market price movements. We monitor the market value of the underlying securities that collateralize the related receivable on resale agreements, including accrued interest. In the event that the fair market value of the securities decreases below the carrying amount of the related repurchase agreement, our counterparty is required to designate an equivalent value of additional securities. The counterparties to these agreements are nationally recognized investment banking firms that meet credit eligibility criteria and with whom a master repurchase agreement has been duly executed.
 
Investment Securities
 
Income from investing activities provides a significant portion of our total income. We aim to maintain an investment portfolio with an adequate mix of fixed-rate and adjustable-rate securities with relatively short maturities to minimize overall interest rate risk. Our investment securities portfolio primarily consists of U.S. Treasury securities, U.S. Government agency securities, U.S. Government sponsored enterprise debt securities, U.S. Government sponsored enterprise and other mortgage-backed securities, municipal securities, and corporate debt securities. Investments classified as available-for-sale are carried at their estimated fair values with the corresponding changes in fair values recorded in accumulated other comprehensive income, as a component of stockholders’ equity. All investment securities have been classified as available-for-sale as of June 30, 2011 and December 31, 2010.
 
Total investment securities available-for-sale increased 11% to $3.21 billion as of June 30, 2011, compared with $2.88 billion at December 31, 2010. As of June 30, 2011, the investment portfolio had a net unrealized gain of $5.9 million as compared to a net unrealized loss of $24.5 million as of December 31, 2011. Within the portfolio, all categories by security type, were in a net unrealized gain position except for corporate debt securities and U.S Government agency and U.S. Government sponsored enterprise debt securities. Total repayments/maturities and proceeds from sales of investment securities amounted to $561.7 million and $527.8 million, respectively, during the six months ended June 30, 2011. Proceeds from repayments, maturities, sales, and redemptions were applied towards additional investment securities purchases totaling $1.39 billion. We recorded net gains on sales of investment securities totaling $1.1 million and $5.8 million during the second quarter of 2011 and 2010, respectively. For the first half of 2011, we recorded net gains on sales of investment securities totaling $3.6 million, compared with $22.0 million during the first half of 2010. At June 30, 2011, investment securities available-for-sale with a par value of $2.52 billion were pledged to secure public deposits, FHLB advances, repurchase agreements, the FRB discount window, and for other purposes required or permitted by law.
 
We perform regular impairment analyses on the investment securities. If we determine that a decline in fair value is other-than-temporary, the credit-related impairment loss is recognized in current earnings. The noncredit-related impairment losses are charged to other comprehensive income which is the portion of the loss attributed to market rates or other factors non-credit related. Other-than-temporary declines in fair value are assessed based on factors including the duration the security has been in a continuous unrealized loss position, the severity of the decline in value, the rating of the security, the probability that we will be unable to collect all amounts due, and our ability and intent to not sell the security before recovery of its amortized cost basis. For securities that are determined to not have other-than-temporary declines in value, we have both the ability and the intent to hold these securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis.
 
 
The following table sets forth certain information regarding the fair value of our investment securities available-for-sale, as well as the weighted average yields, and contractual maturity distribution, excluding periodic principal payments, of our available-for-sale portfolio at June 30, 2011.
 
          After One     After Five                          
   
Within
   
But Within
   
But Within
   
After
   
Indeterminate
             
   
One Year
   
Five Years
   
Ten Years
   
Ten Years
   
Maturity
   
Total
 
                                                                         
   
Amount
   
Yield
   
Amount
   
Yield
   
Amount
   
Yield
   
Amount
   
Yield
   
Amount
   
Yield
   
Amount
   
Yield
 
   
(Dollars in thousands)
Available-for-sale
                                                                       
U.S. Treasury securities
  $       %   $ 20,625       2.11 %   $       %   $       %   $       %   $ 20,625       2.11 %
U.S. Government agency and U.S. Government sponsored enterprise debt securities
    1,170,237       1.95 %     35,383       1.79 %           %           %           %     1,205,620       1.95 %
U.S. Government agency and U.S.Government sponsored enterprise mortgage-backed securities:
                                                                                               
Commercial mortgage-backed securities
          %     2,058       5.54 %     15,125       4.12 %     7,151       3.63 %           %     24,334       4.10 %
Residential mortgage-backed securities
    1,293       %           %     32,874       2.61 %     731,131       3.82 %           %     765,298       3.76 %
Municipal securities
    14,274       5.62 %     7,344       2.01 %     1,429       2.82 %     9,833       5.94 %           %     32,880       4.77 %
Other residential mortgage-backed securities:
                                                                                               
Investment grade
          %           %           %           %           %           %
Non-investment grade
          %           %           %           %           %           %
Corporate debt securities:
                                                                                               
Investment grade
    102,880       3.64 %     273,937       3.31 %     712,498       3.75 %     32,520       5.89 %           %     1,121,835       3.70 %
Non-investment grade
    9,259       0.91 %     5,910       5.61 %           %     1,328       3.74 %           %     16,497       2.97 %
Other securities
    11,119       3.99 %     7,900       4.41 %           %           %           %     19,019       4.16 %
Total investment securities available-for-sale
  $ 1,309,062             $ 353,157             $ 761,926             $ 781,963             $             $ 3,206,108          
 
For complete discussion and disclosure see Note 5 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
 
Covered Assets
 
Covered assets consist of loans receivable and OREO that were acquired in the WFIB Acquisition on June 11, 2010 and in the UCB Acquisition on November 6, 2009 for which the Company entered into shared-loss agreements with the FDIC. The shared-loss agreements covered over 99% of the loans originated by WFIB and all of the loans originated by UCB, excluding the loans originated by UCB in China under its United Commercial Bank China (Limited) subsidiary. The Company shares in the losses, which began with the first dollar of loss incurred, on the loan pools (including single-family residential mortgage loans, commercial loans, foreclosed loan collateral, and other real estate owned), covered (“covered assets”) under the shared-loss agreements.
 
Pursuant to the terms of the shared-loss agreements, the FDIC is obligated to reimburse the Company 80% of eligible losses for both WFIB and UCB with respect to covered assets. For the UCB covered assets, the FDIC will reimburse the Company for 95% of eligible losses in excess of $2.05 billion with respect to covered assets. The Company has a corresponding obligation to reimburse the FDIC for 80% or 95%, as applicable, of eligible recoveries with respect to covered assets. For both acquisitions the shared-loss agreements for commercial and single-family residential mortgage loans are in effect for 5 years and 10 years, respectively, from the acquisition date and the loss recovery provisions are in effect for 8 years and 10 years, respectively, from the acquisition date.
 
 
The following table sets forth the composition of the covered loan portfolio as of the dates indicated:
 
   
June 30, 2011
   
December 31, 2010
 
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(In thousands)
 
Real estate loans:
                       
Residential single-family
  $ 497,846       9.4 %   $ 553,541       9.3 %
Residential multifamily
    1,008,114       19.0 %     1,093,331       18.4 %
Commercial and industrial real estate
    1,958,440       36.9 %     2,085,674       35.0 %
Construction and land
    791,698       14.9 %     1,043,717       17.5 %
Total real estate loans
    4,256,098       80.2 %     4,776,263       80.2 %
                                 
Other loans:
                               
Commercial business
    949,368       17.9 %     1,072,020       18.0 %
Other consumer
    104,161       1.9 %     107,490       1.8 %
Total other loans
    1,053,529       19.8 %     1,179,510       19.8 %
Total principal balance
    5,309,627       100.0 %     5,955,773       100.0 %
                                 
Covered discount
    (946,301 )             (1,150,672 )        
Allowance on covered loans
    (6,731 )             (4,225 )        
Total covered loans, net
  $ 4,356,595             $ 4,800,876          
 
FDIC Indemnification Asset
 
For the three and six months ended June 30, 2011, the Company recorded $15.4 million and $33.7 million, respectively, of amortization in line with the improved accretable yield as discussed in Note 7 presented elsewhere in this report. Additionally, the Company recorded a $64.3 million and $120.9 million reduction for the three and six months ended June 30, 2011, respectively, to the FDIC indemnification asset and recorded the adjustment to noninterest income (loss).
 
FDIC Receivable
 
As of June 30, 2011, the FDIC loss-sharing receivable was $79.8 million as compared to $55.5 million as of December 31, 2010. This receivable represents 80% of reimbursable amounts from the FDIC that have not yet been received. These reimbursable amounts include charge-offs, loan-related expenses, and OREO-related expenses. The 80% of any reimbursable expense is recorded as noninterest income. 100% of the loan-related and OREO expenses are recorded as noninterest expense, netting to the 20% of actual expense paid by the Company. The FDIC shares in 80% of recoveries received. Thus, the FDIC receivable is reduced when we receive payment from the FDIC as well as when recoveries occur.
 
For complete discussion and disclosure of covered assets, FDIC indemnification asset and FDIC receivable see Note 7 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
 
Non-Covered Loans
 
We offer a broad range of products designed to meet the credit needs of our borrowers. Our lending activities consist of residential single-family loans, residential multifamily loans, income producing commercial real estate loans, land loans, construction loans, commercial business loans, trade finance loans, and student and other consumer loans. Net non-covered loans receivable increased $777.8 million, or 9%, to $9.43 billion at June 30, 2011, relative to December 31, 2010. During the first half of 2011, proceeds from sales of loans held for sale were $376.6 million resulting in net gains on sale of $10.2 million.
 
 
The following table sets forth the composition of the loan portfolio as of the dates indicated:
 
   
June 30, 2011
   
December 31, 2010
 
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
Residential:
                       
Single-family
  $ 1,286,235       13.8 %   $ 1,119,024       12.8 %
Multifamily
    950,981       10.2 %     974,745       11.2 %
Total residential
  $ 2,237,216       24.0 %   $ 2,093,769       24.0 %
                                 
Commercial and Real Estate(“CRE”):
                               
Income producing
    3,408,560       36.5 %     3,392,984       39.0 %
Construction
    216,690       2.3 %     278,047       3.2 %
Land
    203,379       2.2 %     235,707       2.7 %
Total CRE
  $ 3,828,629       41.0 %   $ 3,906,738       44.9 %
                                 
Commercial and Industrial ("C&I"):
                               
Commercial business
  $ 2,283,917       24.4 %   $ 1,674,698       19.2 %
Trade finance
    400,555       4.3 %     308,657       3.5 %
Total C&I
  $ 2,684,472       28.7 %   $ 1,983,355       22.7 %
                                 
Consumer:
                               
Student loans
    358,378       3.8 %     490,314       5.6 %
Other consumer
    230,562       2.5 %     243,212       2.8 %
Total consumer
  $ 588,940       6.3 %   $ 733,526       8.4 %
Total gross loans
    9,339,257       100.0 %     8,717,388       100.0 %
                                 
Unearned fees, premiums, anddiscounts, net
    (24,258 )             (56,781 )        
Allowance for loan losses
    (213,825 )             (230,408 )        
Loans held for sale
    326,841               220,055          
Loans receivable, net
  $ 9,428,015             $ 8,650,254          
 
The Company routinely sells problem loans as part of the overall management of its nonperforming assets. The Company also identifies opportunities to sell certain portfolios when the pricing is attractive to provide additional noninterest income. The Company sells these loans out of the loans held for sale portfolio.
 
Non-Covered Nonperforming Assets
 
Generally, the Company’s policy is to place a loan on nonaccrual status if principal or interest payments are past due in excess of 90 days or the full collection of principal or interest becomes uncertain, regardless of the length of past due status. When a loan reaches nonaccrual status, any interest accrued on the loan is reversed and charged against current income. In general, subsequent payments received are applied to the outstanding principal balance of the loan. Nonaccrual loans that demonstrate a satisfactory payment trend for several months are returned to full accrual status subject to management’s assessment of the full collectibility of the loan.
 
Non-covered nonperforming assets are comprised of nonaccrual loans, accruing loans past due 90 days or more, and non-covered other real estate owned, net. Non-covered nonperforming assets totaled $181.2 million, or 0.83% of total assets, at June 30, 2011 and $194.8 million, or 0.94% of total assets, at December 31, 2010. Nonaccrual loans amounted to $164.7 million at June 30, 2011, compared with $172.9 million at year-end 2010. During the first half of 2011, we took actions to reduce our exposure to problem assets. In conjunction with these efforts, we sold $18.6 million in non-covered OREO properties during the first half of 2011 for a net loss of $254 thousand. Also during the first half of 2011 we sold notes with a carrying value of $52.6 million for cash proceeds of $29.2 million and $17.4 million in loans originated to facilitate the note sales; the remaining difference between the carrying value and the sale amount was charged against the allowance for loan losses. Net charge-offs for non-covered nonperforming loans were $31.6 million and $65.8 million for the three and six months ended June 30, 2011, respectively. For non-covered OREO properties, write-downs of $460 thousand and $1.5 million were recorded for the three and six months ended June 30, 2011.
 
 
Approximately $26.7 million, or 51%, of our problem loan sales during the first six months of 2011 were all-cash transactions. We partially financed selected loan sales to unrelated third parties.  Problem loans are sold on a servicing released basis and the shortfall between the loan balance and any new notes is charged-off. A substantial down payment, typically in the range of 25% to 40%, is received from the new borrower purchasing the problem loan. The underlying sales agreements provide for full recourse to the new borrower and require that periodic updated financial information be provided to demonstrate their ability to service the new loan. The Company maintains no effective control over the sold loans.
 
Loans totaling $61.3 million were placed on nonaccrual status during the second quarter of 2011.  Loans totaling $33.2 million which were not 90 days past due as of June 30, 2011, were included in nonaccrual loans as of June 30, 2011. Additions to nonaccrual loans during the second quarter of 2011 were offset by $30.6 million in gross charge-offs, $28.7 million in payoffs and principal paydowns, $4.4 million in loans that were transferred to other real estate owned, and $5.6 million in loans brought current. Additions to nonaccrual loans during the second quarter of 2011 were comprised of $18.5 million in residential loans, $36.6 million in commercial real estate loans, and $6.2 million in commercial and industrial loans.
 
The Company had $60.1 million and $122.1 million in total performing restructured loans as of June 30, 2011 and December 31, 2010, respectively. Nonperforming restructured loans were $11.9 million and $42.1 million at June 30, 2011 and December 31, 2010, respectively. As of June 30, 2011, restructured loans were comprised of $4.5 million in single-family loans, $12.8 million in multifamily loans, $20.3 million in commercial real estate loans, $9.6 million in CRE construction loans, $19.0 million in CRE land loans and $5.8 million in commercial business loans.
 
Non-covered other real estate owned includes properties acquired through foreclosure or through full or partial satisfaction of loans. At June 30, 2011, total non-covered OREO was $16.5 million, compared to $21.9 million at December 31, 2010. During the first six months of 2011, the Company had an addition of $15.0 million to OREO due to foreclosures. Additionally, the Company recorded $1.5 million in write-downs. During this period, the Company also had a total of $18.4 million in total proceeds for OREO properties sold resulting in a total net loss on sale of $254 thousand and charges against the allowance for loans losses totaling $279 thousand. As previously mentioned, losses on sales of OREO properties that are sold shortly after they are received in a foreclosure are charged against the allowance for loan losses. During the first six months of 2010, the Company sold a total of $13.8 million in OREO properties for a total net gain on sale of $274 thousand and charges against the allowance for loan losses totaling $1.4 million.
 
 
The following table sets forth information regarding nonaccrual loans, loans 90 or more days past due but not on nonaccrual, restructured loans and non-covered other real estate owned as of the dates indicated:
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(Dollars in thousands)
 
Nonaccrual loans
  $ 164,733     $ 172,929  
Loans 90 or more days past due but not on nonaccrual
           
Total nonperforming loans
    164,733       172,929  
Non-covered other real estate owned, net
    16,464       21,865  
Total nonperforming assets
  $ 181,197     $ 194,794  
                 
Total nonperforming assets to total assets
    0.83 %     0.94 %
Allowance for non-covered loan losses to nonperforming loans
    129.80 %     133.24 %
Nonperforming loans to total gross non-covered loans
    1.70 %     1.93 %
Performing restructured loans
    60,103       122,100  
 
We evaluate loan impairment according to the provisions of ASC 310-10-35, Receivables—Overall – Subsequent Measurement. Under ASC 310-10-35, loans are considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as an expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent, less costs to sell. If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency is charged-off against the allowance for loan losses. Loans that are impaired are specifically excluded from receiving any additional general valuation allowance because specific reserves have been established for them.
 
At June 30, 2011, the Company’s total recorded investment in impaired loans was $135.5 million, compared with $158.9 million at December 31, 2010. All nonaccrual and doubtful loans held for investment are included in impaired loans. Impaired loans at June 30, 2011 are comprised of single-family loans totaling $8.5 million, multifamily loans totaling $14.9 million, income producing commercial real estate loans totaling $29.1 million, CRE construction loans totaling $33.5 million, CRE land loans totaling $24.2 million, commercial business loans totaling $24.2 million, and other consumer loans totaling $1.1 million. As of June 30, 2011, the allowance for loan losses included $3.7 million for impaired loans with a total recorded balance of $13.4 million. As of December 31, 2010, the allowance for loan losses included $10.0 million for impaired loans with a total recorded balance of $20.6 million.
 
 
The following table sets forth information regarding impaired loans as of the dates indicated:
 
   
June 30,
2011
   
December 31,
2010
 
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
Residential:
     
Single-family
  $ 8,539       6.3 %   $ 7,413       4.7 %
Multifamily
    14,883       11.0 %     17,382       10.9 %
Total residential impaired loans
  $ 23,422       17.3 %   $ 24,795       15.6 %
                                 
Commercial Real Estate ("CRE"):
                               
Income producing
    29,131       21.5 %     46,416       29.2 %
Construction
    33,526       24.8 %     35,466       22.3 %
Land
    24,150       17.8 %     28,899       18.2 %
Total CRE impaired loans
  $ 86,807       64.1 %   $ 110,781       69.7 %
                                 
Commercial and Industrial ("C&I"):
                               
Commercial business
  $ 23,060       17.0 %   $ 22,671       14.3 %
Trade finance
    1,109       0.8 %           %
Total C&I impaired loans
  $ 24,169       17.8 %   $ 22,671       14.3 %
                                 
Consumer:
                               
Student loans
          %           %
Other consumer
    1,077       0.8 %     620       0.4 %
Total consumer impaired loans
  $ 1,077       0.8 %   $ 620       0.4 %
Total gross impaired loans
  135,475       100.0 %   158,867       100.0 %
 
The average recorded investment in impaired loans at June 30, 2011 and December 31, 2010 totaled $156.0 million and $177.2 million, respectively. During the six months ended June 30, 2011 and 2010, gross interest income that would have been recorded on nonaccrual loans had they performed in accordance with their original terms totaled $5.6 million and $7.5 million, respectively. Of this amount, actual interest recognized on impaired loans, on a cash basis, was $830 thousand for the six months ended June 30, 2011 and $2.2 million for the same period in 2010.
 
Allowance for Loan Losses
 
We are committed to maintaining the allowance for loan losses at a level that is commensurate with estimated and known risks in the loan portfolio. In addition to regular quarterly reviews of the adequacy of the allowance for loan losses, we perform an ongoing assessment of the risks inherent in the loan portfolio. While we believe that the allowance for loan losses is adequate at June 30, 2011, future additions to the allowance will be subject to a continuing evaluation of estimated and known, as well as inherent, risks in the loan portfolio.
 
The allowance for loan losses is increased by the provision for loan losses which is charged against current period operating results, and is increased or decreased by the amount of net recoveries or charge-offs, respectively, during the period. At June 30, 2011, the allowance for loan losses amounted to $220.6 million which includes $6.7 million allocated to covered loans. Prior to the third quarter of 2010, the total allowance was allocated to non-covered loans. At June 30, 2011, the allowance for loan losses on non-covered loans amounted $213.8 million, or 2.29% of total non-covered loans receivable, compared with $230.4 million or 2.64% of total non-covered loans receivable at December 31, 2010 and $249.5 million or 3.00% of total non-covered loans receivable at June 30, 2010. The $14.1 million decrease in the allowance for loan losses at June 30, 2011, from year-end 2010, reflects $53.0 million in additional loss provisions, less $65.8 million in net charge-offs recorded during the first six months of 2011. The allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions is included in accrued expenses and other liabilities and amounted to $11.2 million at June 30, 2011, compared to $10.0 million at December 31, 2010. Net adjustments to the allowance for unfunded loan commitments, off-balance sheet credit exposures and recourse provisions are included in the provision for losses.
 
 
We recorded $26.5 million in loan loss provisions during the second quarter of 2011 and $53.0 million during the first half of 2011. In comparison, we recorded $55.3 million in loan loss provisions during the second quarter of 2010 and $131.7 million during the first half of 2010. During the second quarter of 2011, we recorded $31.6 million in net charge-offs representing 1.38% of average loans outstanding during the quarter. In comparison, we recorded net charge-offs totaling $55.2 million, or 2.58% of average non-covered loans outstanding for the same period in 2010.
 
The following table summarizes activity in the allowance for loan losses for the three and six months ended June 30, 2011 and 2010:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(Dollars in thousands)
 
       
Allowance balance, beginning of period
  $ 226,161     $ 250,517     $ 234,633     $ 238,833  
Allowance for unfunded loan commitments and letters of credit
    (487 )     (1,115 )     (1,245 )     (1,923 )
Provision for loan losses
    26,500       55,256       53,006       131,677  
Gross charge-offs:
                               
Residential
    2,216       11,695       5,553       20,196  
Commercial real estate
    21,985       38,603       44,385       88,090  
Commercial and industrial
    11,090       12,328       21,808       19,897  
Consumer
    304       809       1,384       1,425  
Total gross charge-offs
    35,595       63,435       73,130       129,608  
                                 
Gross recoveries:
                               
Residential
    15       886       246       1,101  
Commercial real estate
    1,678       5,368       2,651       6,155  
Commercial and industrial
    2,246       1,853       4,304       3,054  
Consumer
    38       132       91       173  
Total gross recoveries
    3,977       8,239       7,292       10,483  
                                 
Net charge-offs
    31,618       55,196       65,838       119,125  
                                 
Allowance balance, end of period(1)
  $ 220,556     $ 249,462     $ 220,556     $ 249,462  
                                 
Average loans outstanding
  $ 9,418,750     $ 8,556,680     $ 9,271,782     $ 8,582,214  
                                 
Total gross loans outstanding, end of period
  $ 9,339,257     $ 8,314,984     $ 9,339,257     $ 8,314,984  
                                 
Annualized net charge-offs to average loans
    1.34 %     2.58 %     1.42 %     2.78 %
Allowance for non-covered loan losses to total gross non-covered loans held for investment at end of period
    2.29 %     3.00 %     2.29 %     3.00 %
_______________________
(1)
$6.7 million of the June 30, 2011 balance of allowance for loan losses is allocated to covered loans not accounted for under ASC 310-30.
 
Our methodology to determine the overall appropriateness of the allowance is based on a classification migration model and qualitative considerations. The migration analysis looks at pools of loans having similar characteristics and analyzes their loss rates over a historical period. We utilize historical loss factors derived from trends and losses associated with each pool over a specified period of time. Based on this process, we assign loss factors to each loan grade within each pool of loans. Loss rates derived by the migration model are based predominantly on historical loss trends that may not be indicative of the actual or inherent loss potential. As such, we utilize qualitative and environmental factors as adjusting mechanisms to supplement the historical results of the classification migration model. Qualitative considerations include, but are not limited to, prevailing economic or market conditions, relative risk profiles of various loan segments, volume concentrations, growth trends, delinquency and nonaccrual status, problem loan trends, and geographic concentrations. Qualitative and environmental factors are reflected as percent adjustments and are added to the historical loss rates derived from the classified asset migration model to determine the appropriate allowance amount for each loan pool.
 
 
The Company continues to grow the commercial and industrial portfolio while decreasing the commercial real estate portfolio. The commercial real estate portfolio has experienced a reduction in charge-offs, and positive movement from past due, nonaccrual, and classified asset levels as compared to the fourth quarter 2010. As the performance and classified asset levels of the commercial real estate portfolio has improved the calculated provision for loan losses and related allowance for loan losses declined. As of June 30, 2011, the overall allowance allocation by portfolio segment is consistent with the increase/decrease in the respective portfolio balance and the movement in the past due and risk rating categories during the six months ended June 30, 2011.
 
The following table reflects the Company’s allocation of the allowance for loan losses by loan segment and the ratio of each loan segment to total loans as of the dates indicated:
 
   
June 30, 2011
   
December 31, 2010
 
   
Amount
   
%
    Amount      %  
   
(Dollars in thousands)
 
Residential
  $ 44,630       24.0 %   $ 49,491       24.0 %
Commercial Real Estate
    85,686       41.0 %     117,752       44.9 %
Commercial and Industrial
    79,985       28.7 %     59,737       22.7 %
Consumer
    3,524       6.3 %     3,428       8.4 %
Covered loans subject to allowance for loan losses
    6,731       0.0 %     4,225       0.0 %
Total
  $ 220,556       100.0 %   $ 234,633       100.0 %
 
Deposits
 
We offer a wide variety of deposit account products to both consumer and commercial customers. Total deposits increased $1.50 billion to $17.14 billion as of June 30, 2011 from $15.64 billion as of December 31, 2010. The increase in total deposits was due to increases of $1.02 billion, or 15%, in time deposits, $475.2 million, or 17.8%, in noninterest-bearing demand deposits, $34.9 million, or 4.6%, in interest-bearing checking and $114.5 million, or 11.6% in savings accounts, which were offset by a decrease in money market accounts of $145.8 million, or 3.3%.
 
As of June 30, 2011, time deposits within the Certificate of Deposit Account Registry Service (“CDARS”) program amounted to $512.4 million, compared with $713.5 million as of December 31, 2010. The CDARS program allows customers with deposits in excess of FDIC-insured limits to obtain full coverage on time deposits through a network of banks within the CDARS program. Additionally, we partner with another financial institution to offer a retail sweep product for non-time deposit accounts to provide added deposit insurance coverage for deposits in excess of FDIC-insured limits. Deposits gathered through these programs are considered brokered deposits under regulatory reporting guidelines.
 
The following table sets forth the composition of the deposit portfolio as of the dates indicated:
 
   
June 30,
   
December 31,
   
Increase (Decrease)
 
   
2011
   
2010
   
Amount
   
Percentage
 
   
(Dollars in thousands)
 
Core deposits:
                       
    Noninterest-bearing demand
  $ 3,151,660     $ 2,676,466     $ 475,194       17.8 %
    Interest-bearing checking
    792,330       757,446       34,884       4.6 %
    Money market
    4,311,583       4,457,376       (145,793 )     -3.3 %
    Savings
    1,099,065       984,518       114,547       11.6 %
        Total core deposits
    9,354,638       8,875,806       478,832       5.4 %
                                 
Time deposits
    7,781,115       6,765,453       1,015,662       15.0 %
            Total deposits
  $ 17,135,753     $ 15,641,259     $ 1,494,494       9.6 %
 
 
Borrowings
 
We utilize a combination of short-term and long-term borrowings to manage our liquidity position. Federal funds purchased generally mature within one business day to six months from the transaction date. At June 30, 2011, federal funds purchased remained unchanged from the $22 thousand balance at December 31, 2010. FHLB advances decreased $681.2 million, or 56.1%, to $533.0 million as of June 30, 2011, compared to $1.21 billion as of December 31, 2010. The decrease in FHLB advances is consistent with our overall strategy to improve our cost of funds. During the first six months of 2011, a portion of the proceeds from the maturities and sales of investment securities and redemption of our money market mutual funds was used to pay down our borrowings. During the first six months of 2011, long-term FHLB advances totaling $477.6 million were prepaid, with additional prepayment penalties of $8.5 million. We also paid off $200 million of matured overnight FHLB advances during the first six months of 2011.
 
In addition to federal funds purchased and FHLB advances, we also utilize securities sold under repurchase agreements (“repurchase agreements”) to manage our liquidity position. Repurchase agreements totaled $1.05 billion and $1.08 billion as of June 30, 2011 and December 31, 2010, respectively. Included in these balances are $57.6 million and $88.5 million in short-term repurchase agreements as of June 30, 2011 and December 31, 2010, respectively. The interest rates on these short-term repurchase agreements were 0.53% and 0.54% as of June 30, 2011 and December 31, 2010, respectively. The remaining repurchase agreements are long-term with interest rates that are largely fixed ranging from 4.15% to 5.13% as of June 30, 2011. The counterparties have the right to a quarterly call for many of the repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold. The collateral for these agreements consist of U.S. Government agency and U.S. Government sponsored enterprise debt and mortgage-backed securities.
 
Long-Term Debt
 
Long-term debt decreased $10.3 million or 4% to $225.3 million as of June 30, 2011 compared to $235.6 million as of December 31, 2010. The decrease is due to the paydown of $10.3 million of junior subordinated debt securities which were called at par during the second quarter in order to reduce higher interest-bearing debt and in anticipation of the phase out of trust preferred securities as Tier I regulatory capital beginning in 2013. Long-term debt is comprised of subordinated debt, which qualifies as Tier II capital for regulatory purposes, and junior subordinated debt, which qualifies as Tier I capital for regulatory purposes, issued in connection with our various pooled trust preferred securities offerings. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, bank holding companies with more than $15 billion in total consolidated assets will no longer be able to include trust preferred securities as Tier I regulatory capital beginning in 2013 with phase-out complete by 2016. During the third quarter of 2011, the Company intends to paydown an additional $11.1 million in junior subordinated debt.
 
 
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
 
The following table presents, as of June 30, 2011, the Company’s significant fixed and determinable contractual obligations, within the categories described below, by payment date. With the exception of operating lease obligations, these contractual obligations are included in the condensed consolidated balance sheets. The payment amounts represent the amounts and interest contractually due to the recipient.
 
   
Payment Due by Period
 
Contractual Obligations
 
Less than
1 year
   
1-3 years
   
3-5 years
   
After
5 years
   
Indeterminate
Maturity
   
Total
 
                                     
   
(In thousands)
 
Deposits
  $ 6,908,264     $ 751,000     $ 173,713     $ 80,239     $ 9,474,881     $ 17,388,097  
Federal funds purchased
    22                               22  
FHLB advances
    44,660       161,731       47,578       334,035             588,004  
Securities sold under repurchase agreements
    105,026       94,823       530,210       561,257             1,291,316  
Notes payable
                            80,326       80,326  
Long-term debt obligations
    5,052       10,104       84,291       221,486             320,933  
Operating lease obligations
    21,282       38,001       25,926       29,605             114,814  
Unrecognized tax benefits
    (412 )     (2,864 )     (3,050 )                 (6,326 )
Postretirement benefit obligations
    285       727       900       17,902             19,814  
Total contractual obligations
  $ 7,084,179     $ 1,053,522     $ 859,568     $ 1,244,524     $ 9,555,207     $ 19,797,000  
 
As a financial service provider, we routinely enter into commitments to extend credit to customers, such as loan commitments, commercial letters of credit for foreign and domestic trade, standby letters of credit, and financial guarantees. Many of these commitments to extend credit may expire without being drawn upon. The same credit policies are used in extending these commitments as in extending loan facilities to customers. Under some of these contractual agreements, the Company may also have liabilities contingent upon the occurrence of certain events. A schedule of significant commitments to extend credit to our customers as of June 30, 2011 is as follows:
 
   
Commitments
Outstanding
 
   
(In thousands)
 
Undisbursed loan commitments
  $ 2,074,654  
Standby letters of credit
    1,455,382  
Commercial letters of credit
    91,615  
         
\
Capital Resources
 
At June 30, 2011, stockholders’ equity totaled $2.23 billion, a 5.5% increase from the year-end 2010 balance of $2.11 billion. The increase is comprised of the following: (1) net income of $116.6 million recorded during the first six months of 2011; (2) additional unrealized gain on investment securities available-for-sale, net of tax, of $20.5 million; (3) stock compensation costs amounting to $5.6 million related to grants of restricted stock, restricted stock units and stock options; (4) issuance of common stock totaling $3.3 million, representing 353,098 shares, pursuant to various stock plans and agreements; and (5) tax benefit of $474 thousand from various stock plans. These transactions were offset by: (1) repurchase of common stock warrants totaling $14.5 million, representing 1,517,555 common stock warrants; (2) accrual and payment of cash dividends on common and preferred stock totaling $12.4 million during the first six months of 2011; (3) noncredit-related impairment loss on investment securities amounted to $3.0 million; net of tax (4) foreign currency translation adjustments, net of tax, of $665 thousand; and (5) purchase of treasury shares related to vested restricted stock amounting to $572 thousand, representing 24,834 shares.
 
Historically, our primary source of capital has been the retention of operating earnings. In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources, needs, and uses of capital in conjunction with projected increases in assets and the level of risk. As part of this ongoing assessment, the Board of Directors reviews the various components of capital and the adequacy of capital.
 
 
Warrants
 
During 2008, in conjunction with the Series B preferred stock offering, the Company issued to the U.S. Treasury warrants with an initial price of $15.15 per share of common stock for which the warrants may be exercised, with an allocated fair value of $25.2 million. The warrants could be exercised at any time on or before December 5, 2018. On January 26, 2011, the Company repurchased the 1,517,555 warrants outstanding for $14.5 million.
 
Risk-Based Capital
 
We are committed to maintaining capital at a level sufficient to assure our shareholders, our customers, and our regulators that our company and our bank subsidiary are financially sound. We are subject to risk-based capital regulations and capital adequacy guidelines adopted by the federal banking regulators. These guidelines are used to evaluate capital adequacy and are based on an institution’s asset risk profile and off-balance sheet exposures. According to these guidelines, institutions whose Tier I and total capital ratios meet or exceed 6.0% and 10.0%, respectively, may be deemed “well-capitalized.” At June 30, 2011, the Bank’s Tier I and total capital ratios were 14.9% and 16.6%, respectively, compared to 15.7% and 17.4%, respectively, at December 31, 2010.
 
The following table compares East West Bancorp, Inc.’s and East West Bank’s capital ratios at June 30, 2011, to those required by regulatory agencies for capital adequacy and well-capitalized classification purposes:
 
   
East West
Bancorp
   
East West
Bank
   
Minimum
Regulatory
Requirements
   
Well
Capitalized
Requirements
 
                         
Total Capital (to Risk-Weighted Assets)
    17.0 %     16.6 %     8.0 %     10.0 %
Tier 1 Capital (to Risk-Weighted Assets)
    15.2 %     14.9 %     4.0 %     6.0 %
Tier 1 Capital (to Average Assets)
    9.3 %     9.1 %     4.0 %     5.0 %
 
ASSET LIABILITY AND MARKET RISK MANAGEMENT
 
Liquidity
 
Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by the Asset/Liability Committee and the Board of Directors. This process is intended to ensure the maintenance of sufficient funds to meet the needs of the Bank, including adequate cash flow for off-balance sheet instruments.
 
Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and brokered deposits, federal funds facilities, repurchase agreement facilities, advances from the Federal Home Loan Bank of San Francisco, and issuances of long-term debt. These funding sources are augmented by payments of principal and interest on loans and securities. In addition, government programs, such as the FDIC’s Temporary Liquidity Guarantee Program, may influence deposit behavior. Primary uses of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.
 
During the first half of 2011, we experienced net cash inflows from operating activities of $340.0 million, compared to net cash inflows of $510.7 million for the first half of 2010.
 
 
Net cash outflows from investing activities totaled $840.2 million for the first half of 2011 compared with net cash inflows of $1.12 billion for the first half of 2010. Net cash outflows from investing activities for the first half of 2011 were due primarily from purchases of investment securities, securities purchased under resale agreements, and purchases of loans receivable. These factors were partially offset by the repayments, maturities and redemptions of investment securities and proceeds from the sales of investment securities, and proceeds from sales of loans held for sale originated for investment. Net cash inflows from investing activities for the first half of 2010 were due primarily to the proceeds from the sale of investment securities, collections on covered loans and repayments and maturities and redemptions of investment securities. These factors were partially offset by the purchase of securities purchased under resale agreements and investment securities.
 
We experienced net cash inflows from financing activities of $765.9 million during the first half of 2011, primarily due to the increase in deposits. We experienced net cash outflows from financing activities of $1.3 billion for the first half of 2010 primarily due to the net decrease in deposits resulting from the Company’s strategy to reduce brokered deposits and repayment of FHLB advances.
 
As a means of augmenting our liquidity, we have available a combination of borrowing sources  comprised of the Federal Reserve Bank’s discount window, FHLB advances, federal funds lines with various correspondent banks, and several master repurchase agreements with major brokerage companies. We believe our liquidity sources to be stable and adequate to meet our day-to-day cash flow requirements.
 
The liquidity of East West Bancorp, Inc. has historically been dependent on the payment of cash dividends by its subsidiary, East West Bank, subject to applicable statutes and regulations. For the six months ended June 30, 2011, total dividends paid by the Bank to the Company amounted to $72.0 million. For the six months ended June 30, 2010, no dividends were paid by the Bank to the Company.
 
On July 20, 2011, the Company’s Board of Directors approved the payment of third quarter 2011 dividends of $20.00 per share on the Company’s Series A preferred stock. The dividend was payable on or about August 1, 2011 to shareholders of record as of July 15, 2011. Additionally, the Board declared a dividend of $0.05 per share on the Company’s common stock payable on or about August 24, 2011 to shareholders of record as of August 10, 2011.
 
Interest Rate Sensitivity Management
 
Our success is largely dependent upon our ability to manage interest rate risk, which is the impact of adverse fluctuations in interest rates on our net interest income and net portfolio value.
 
The fundamental objective of the asset liability management process is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital. Our strategy is formulated by the Asset/Liability Committee, which coordinates with the Board of Directors to monitor our overall asset and liability composition. The Committee meets regularly to evaluate, among other things, the sensitivity of our assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses on the available-for-sale portfolio (including those attributable to hedging transactions, if any), purchase and securitization activity, and maturities of investments and borrowings.
 
Our overall strategy is to minimize the adverse impact of immediate incremental changes in market interest rates (rate shock) on net interest income and net portfolio value. Net portfolio value is defined as the present value of assets, minus the present value of liabilities and off-balance sheet instruments. The attainment of this goal requires a balance between profitability, liquidity and interest rate risk exposure. To minimize the adverse impact of changes in market interest rates, we simulate the effect of instantaneous interest rate changes on net interest income and net portfolio value on a quarterly basis. The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of June 30, 2011 and December 31, 2010, assuming a non-parallel shift of 100 and 200 basis points in both directions:
 
 
   
Net Interest Income
Volatility(1)
 
Net Portfolio Value
Volatility(2)
Change in Interest Rates
 
June 30,
 
December 31,
 
June 30,
 
December 31,
(Basis Points)
 
2011
 
2010
 
2011
 
2010
+200
 
3.6 %
 
(0.4)%
 
(3.7)%
 
1.5 %
+100
 
1.4 %
 
(1.6)%
 
(2.2)%
 
0.4 %
-100
 
1.6 %
 
6.8 %
 
1.6 %
 
0.5 %
-200
 
0.7 %
 
7.1 %
 
0.2 %
 
(0.9)%
_______________________
(1)
The percentage change represents net interest income for twelve months in a stable interest rate environment versus net interest income in the various rate scenarios.
 
(2)
The percentage change represents net portfolio value of the Bank in a stable interest rate environment versus net portfolio value in the various rate scenarios.
 
All interest-earning assets, interest-bearing liabilities, and related derivative contracts are included in the interest rate sensitivity analysis at June 30, 2011 and December 31, 2010. In a declining rate environment, the interest rate floors on these loans contribute to the favorable impact on our net interest income. However, in a rising rate environment, these interest rate floors also serve to lessen the full benefit of higher interest rates. At June 30, 2011 and December 31, 2010, our estimated changes in net interest income and net portfolio value were within the ranges established by the Board of Directors.
 
Our primary analytical tool to gauge interest rate sensitivity is a simulation model used by many major banks and bank regulators, and is based on the actual maturity and repricing characteristics of interest-rate sensitive assets and liabilities. The model attempts to predict changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. As an enhancement to the primary simulation model, prepayment assumptions and market rates of interest provided by independent broker/dealer quotations, an independent pricing model and other available public sources are incorporated into the model. Adjustments are made to reflect the shift in the Treasury and other appropriate yield curves. The model also factors in projections of anticipated activity levels by product line and takes into account our increased ability to control rates offered on deposit products in comparison to our ability to control rates on adjustable-rate loans tied to the published indices.
 
 
The following table provides the outstanding principal balances and the weighted average interest rates of our financial instruments as of June 30, 2011. The information presented below is based on the repricing date for variable rate instruments and the expected maturity date for fixed rate instruments.
 
   
Expected Maturity or Repricing Date by Year
   
Fair value at
June 30,
 
   
Year 1
   
Year 2
   
Year 3
   
Year 4
   
Year 5
   
Thereafter
   
Total
   
2011
 
   
(Dollars in thousands)
 
Assets:
                                               
CD investments
  $ 413,274     $ 1,086     $ 250     $     $     $     $ 414,610     $ 415,989  
Average yield (fixed rate)
    4.59 %     1.73 %     4.00 %                       4.58 %        
Short-term investments(1)
  $ 449,369     $     $     $     $     $     $ 449,369     $ 449,369  
Weighted average rate
    0.67 %                                   0.67 %        
Securities purchased under resale agreements
  $ 797,358     $     $     $     $     $ 350,000     $ 1,147,358     $ 1,179,704  
Weighted average rate
    1.34 %                             4.66 %     2.35 %        
Investment securities
  $ 1,041,661     $ 543,295     $ 375,708     $ 321,359     $ 235,512     $ 683,259     $ 3,200,794     $ 3,206,108  
Weighted average rate
    2.69 %     3.54 %     2.63 %     2.98 %     3.90 %     4.34 %     3.30 %        
Investment securities available-for-sale (fixed rate)
  $ 137,241     $ 315,118     $ 356,760     $ 305,112     $ 208,539     $ 619,759     $ 1,942,529     $ 1,996,901  
Weighted average rate
    2.85 %     2.41 %     2.53 %     2.89 %     3.70 %     4.45 %     3.33 %        
Investment securities available-for-sale (floating rate)(2)
  $ 904,420     $ 228,177     $ 18,948     $ 16,247     $ 26,973     $ 63,500     $ 1,258,265     $ 1,209,207  
Weighted average rate
    2.66 %     5.09 %     4.54 %     4.76 %     5.47 %     3.32 %     3.25 %        
Total covered gross loans
  $ 3,993,408     $ 653,120     $ 226,640     $ 184,088     $ 97,155     $ 189,034     $ 5,343,445     $ 5,105,305  
Weighted average rate
    4.92 %     6.07 %     6.22 %     6.06 %     5.48 %     4.70 %     5.16 %        
Total non-covered gross loans
  $ 7,539,642     $ 671,047     $ 452,598     $ 256,178     $ 212,369     $ 532,325     $ 9,664,159     $ 9,442,430  
Weighted average rate
    4.86 %     5.64 %     5.70 %     5.78 %     5.71 %     5.31 %     5.02 %        
                                                                 
Liabilities:
                                                               
Checking accounts
  $ 792,330     $     $     $     $     $     $ 792,330     $ 665,155  
Weighted average rate
    0.35 %                                   0.35 %        
Money market accounts
  $ 4,311,583     $     $     $     $     $     $ 4,311,583     $ 4,108,525  
Weighted average rate
    0.48 %                                   0.48 %        
Savings deposits
  $ 1,099,065     $     $     $     $     $     $ 1,099,065     $ 924,919  
Weighted average rate
    0.34 %                                   0.34 %        
Time deposits
  $ 6,834,667     $ 686,354     $ 41,102     $ 130,326     $ 31,587     $ 57,078     $ 7,781,114     $ 7,818,345  
Weighted average rate
    1.16 %     1.49 %     1.78 %     1.81 %     1.62 %     3.51 %     1.22 %        
Short-term borrowings
  $ 22     $     $     $     $     $     $ 22     $ 22  
Weighted average rate
    0.12 %                                   0.12 %        
FHLB advances
  $ 25,000     $     $ 125,000     $     $ 20,000     $ 325,000     $ 495,000     $ 544,833  
Weighted average rate
    5.45 %           4.43 %           4.46 %     4.04 %     4.23 %        
Short-term repurchase agreements
  $ 57,615     $     $     $     $     $     $ 57,615     $ 57,615  
Weighted average rate
    0.52 %                                   0.52 %        
Securities sold under repurchase agreements (fixed rate)
  $     $     $     $     $ 445,000     $ 500,000     $ 945,000     $ 1,140,716  
Weighted average rate
                            4.78 %     4.82 %     4.80 %        
Securities sold under repurchase agreements (variable rate)
  $ 50,000     $     $     $     $     $     $ 50,000     $ 55,297  
Weighted average rate
    4.15 %                                   4.15 %        
Subordinated notes (variable rate)
  $ 75,000     $     $     $     $     $     $ 75,000     $ 60,540  
Weighted average rate
    1.37 %                                   1.37 %        
Junior subordinated debt (fixed rate)
  $     $     $     $     $     $ 11,083     $ 11,083     $ 15,647  
Weighted average rate
                                  10.88 %     10.88 %        
Junior subordinated debt (variable rate)
  $ 139,178     $     $     $     $     $     $ 139,178     $ 45,015  
Weighted average rate
    2.00 %                                   2.00 %        
Other borrowing (variable rate)
  $ 30,000     $     $     $     $     $ 80,227     $ 110,227     $ 110,233  
Weighted average rate
    0.54 %                                   0.15 %        
_______________________
(1)
Includes interest-bearing non-time deposits in other banks.
 
(2)
Includes hybrid securities that have fixed interest rates for the first three or five years. Thereafter, interest rates become adjustable based on a predetermined index.
 
Expected maturities of assets are contractual maturities adjusted for projected payment based on contractual amortization and unscheduled prepayments of principal as well as repricing frequency. Expected maturities for deposits are based on contractual maturities adjusted for projected rollover rates for deposits with no stated maturity dates. We utilize assumptions supported by documented analyses for the expected maturities of our loans and repricing of our deposits. We also use prepayment projections for amortizing securities. The actual maturities of these instruments could vary significantly if future prepayments and repricing frequencies differ from our expectations based on historical experience.
 
The fair values of interest-bearing deposits in other banks are based on the discounted cash flow approach. The discount rate is derived from the Bank’s time deposit rate curve. The fair values of short-term investments generally approximate their book values due to their short maturities. For securities purchased under resale agreements, fair values are calculated by discounting future cash flows based on expected maturities or repricing dates utilizing estimated market discount rates and taking into consideration the call features of each instrument. The fair values of the investment securities are generally determined by reference to the average of at least two quoted market prices obtained from independent external brokers or prices obtained from independent external pricing service providers who have experience in valuing these securities. In obtaining such valuation information from third parties, the Company has reviewed the methodologies used to develop the resulting fair values. For the pooled trust preferred securities, the fair value was derived based on a discounted cash flow analyses. The discount rate is derived from assumptions using an exit pricing approach related to the implied rate of return which have been adjusted for general changes in market rates, estimated changes in credit quality and liquidity risk premiums, and specific nonperformance and default experience in the collateral underlying the securities.
 
 
The fair value of deposits is determined based on the discounted cash flow approach. The discount rate is derived from the associated yield curve, plus spread, if any. For core deposits, the cash outflows are projected by the decay rate based on the Bank’s core deposit premium study. Cash flows for all non-time deposits are discounted using the LIBOR yield curve. For time deposits, the cash flows are based on the contractual runoff and are discounted by the Bank’s current offering rates, plus spread. For federal funds purchased, fair value approximates book value due to their short maturities. The fair value of FHLB term advances is estimated by discounting the cash flows through maturity or the next repricing date based on current rates offered by the FHLB for borrowings with similar maturities. Customer repurchase agreements, which have maturities ranging from one to three days, are presumed to have equal book and fair values because the interests rates paid on these instruments are based on prevailing market rates. The fair values of securities sold under repurchase agreements are calculated by discounting future cash flows based on expected maturities or repricing dates, utilizing estimated market discount rates and taking into consideration the call features of each instrument. For both subordinated and junior subordinated debt instruments, fair values are estimated by discounting cash flows through maturity based on current market rates the Bank would pay for new issuances.
 
The Asset/Liability Committee is authorized to utilize a wide variety of off-balance sheet financial techniques to assist in the management of interest rate risk. We may elect to use derivative financial instruments as part of our asset and liability management strategy, with the overall goal of minimizing the impact of interest rate fluctuations on our net interest margin and stockholders’ equity.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
For quantitative and qualitative disclosures regarding market risks in our portfolio, see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset Liability and Market Risk Management” presented elsewhere in this report.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
As of June 30, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective as of June 30, 2011.
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Internal Controls
 
During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
 
 
PART II - OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
Neither the Company nor the Bank is involved in any material legal proceedings. The Bank, from time to time, is party to litigation which arises in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the business of the Bank. After taking into consideration information furnished by counsel to the Company and the Bank, management believes that the resolution of such issues would not have a material adverse impact on the financial position, results of operations, or liquidity of the Company or the Bank.
 
ITEM 1A. RISK FACTORS
 
The Company’s 2010 Form 10-K contains disclosure regarding the risks and uncertainties related to the Company’s business under the heading “Item 1A. Risk Factors.” There are no material changes to our risk factors as presented in the Company’s Form 10-K.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no unregistered sales of equity securities during the quarter ended June 30, 2011. The following summarizes share repurchase activities during the second quarter of 2011:
 
Period
 
Total
Number
of Shares
Purchased(1)
   
Average
Price Paid
per Share
   
Total Number
of Shares
Purchased as
Part of Publicly
AnnouncedPlans
or Programs
   
Approximate
Dollar Value
in Millions of
Shares that May
Yet Be Purchased
Under the Plans
or Programs(2)
 
                         
April 30, 2011
        $           $ 26.2  
May 31, 2011
                      26.2  
June 30, 2011
                      26.2  
Total
        $           $ 26.2  
_______________________
(1)
Excludes 112,252 in repurchased shares totaling $958 thousand due to forfeitures and vesting of restricted stock awards pursuant to the Company’s 1998 Stock Incentive Plan, as amended.
 
(2)
During the first quarter of 2007, the Company’s Board of Directors announced a repurchase program authorizing the repurchase of up to $80.0 million of its common stock. This repurchase program has no expiration date and, to date, 1,392,176 shares totaling $53.8 million have been purchased under this program.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
Not applicable.
 
ITEM 4.  (REMOVED AND RESERVED)
 
ITEM 5.  OTHER INFORMATION
 
Not applicable.
 
 
ITEM 6.  EXHIBITS
 
(i)   Exhibit 31.1
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
(v) 101.INS
XBRL Instance Document
   
(vi) 101.SCH
XBRL Taxonomy Extension Schema
   
(vii) 101.CAL
XBRL Taxonomy Extension Calculation Linkbase
   
(viii) 101.LAB
XBRL Taxonomy Extension Label Linkbase
   
(ix) 101.PRE
XBRL Extension Presentation Linkbase
   
(x) 101.DEF
XBRL Extension Definition Linkbase
 
All other material referenced in this report which is required to be filed as an exhibit hereto has previously been submitted.
 
SIGNATURE
 
Pursuant to the requirements 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.

 
Dated:           August 8, 2011
 
 
 
EAST WEST BANCORP, INC.
 
       
 
By:
/s/ Irene H. Oh  
    Irene H. Oh  
   
Executive Vice President and
 
    Chief Financial Officer  
 
 
81