UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended June 30, 2009

o 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o

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

Number of shares outstanding of the issuer’s common stock on the latest practicable date: 91,642,796 shares of common stock as of July 31, 2009.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		4

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4-7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8-40

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40-79

Item 3.	Quantitative and Qualitative Disclosures of Market Risks	79

Item 4.	Controls and Procedures	80-82

PART II - OTHER INFORMATION		81

Item 1.	Legal Proceedings	81

Item 1A.	Risk Factors	81-83

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83

Item 3.	Defaults Upon Senior Securities	83

Item 4.	Submission of Matters to a Vote of Security Holders	83-84

Item 5.	Other Information	84

Item 6.	Exhibits	84

SIGNATURE		85

Forward-Looking Statements

Certain matters discussed in this Quarterly Report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the environment in which the Company operates and projections of future performance including future earnings and financial condition. The Company’s actual results, performance, or achievements may differ significantly from the results, performance, or achievements expected or implied in such forward-looking statements. Such risk and uncertainties and other factors include, but are not limited to, adverse developments or conditions related to or arising from:

· 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;

· effect of any goodwill impairment;

· 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 that 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 2008 Form 10-K under the heading “ITEM 1A. RISK FACTORS.” 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.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	June 30,			December 31,
	2009			2008
ASSETS
Cash and cash equivalents	$	573,114		$	878,853
Short-term investments	554,293			228,441
Securities purchased under resale agreements	75,000			50,000
Investment securities held-to-maturity, at amortized cost (with fair value of $794,463 at June 30, 2009 and $123,105 at December 31, 2008)	794,840			122,317
Investment securities available-for-sale, at fair value (with amortized cost of $1,450,656 at June 30, 2009 and $2,189,570 at December 31, 2008)	1,381,810			2,040,194
Loans receivable, net of allowance for loan losses of $223,700 at June 30, 2009 and $178,027 at December 31, 2008	8,289,229			8,069,377
Investment in Federal Home Loan Bank stock, at cost	86,729			86,729
Investment in Federal Reserve Bank stock, at cost	36,785			27,589
Other real estate owned, net	27,188			38,302
Investment in affordable housing partnerships	48,127			48,141
Premises and equipment, net	56,775			60,184
Due from customers on acceptances	7,904			5,538
Premiums on deposits acquired, net	18,973			21,190
Goodwill	337,438			337,438
Cash surrender value of life insurance policies	96,592			94,745
Deferred tax assets	163,105			184,588
Accrued interest receivable and other assets	171,613			129,190
TOTAL	$	12,719,515		$	12,422,816

LIABILITIES AND STOCKHOLDERS’ EQUITY
Customer deposit accounts:
Noninterest-bearing	$	1,326,952		$	1,292,997
Interest-bearing	7,331,866			6,848,962
Total customer deposits	8,658,818			8,141,959
Federal funds purchased	22			28,022
Federal Home Loan Bank advances	1,173,238			1,353,307
Securities sold under repurchase agreements	1,020,080			998,430
Notes payable	11,578			16,506
Bank acceptances outstanding	7,904			5,538
Long-term debt	235,570			235,570
Accrued interest payable, accrued expenses and other liabilities	135,537			92,718
Total liabilities	11,242,747			10,872,050

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized; Series A, non-cumulative convertible, 200,000 shares issued and 196,505 shares outstanding in 2009 and 2008; Series B, cumulative, 306,546 shares issued and outstanding in 2009 and 2008.	474,425			472,311
Common stock, $0.001 par value, 200,000,000 shares authorized; 70,763,711 and 70,377,989 shares issued in 2009 and 2008, respectively; 64,032,009 and 63,745,624 shares outstanding in 2009 and 2008, respectively	71			70
Additional paid in capital	714,274			695,521
Retained earnings	431,789			572,172
Treasury stock, at cost – 6,731,702 shares in 2009 and 6,632,365 shares in 2008	(103,939		)	(102,817		)
Accumulated other comprehensive loss, net of tax	(39,852		)	(86,491		)
Total stockholders’ equity	1,476,768			1,550,766
TOTAL	$	12,719,515		$	12,422,816

See accompanying notes to condensed consolidated financial statements.

Table of Contents

EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees	$	111,669		$	137,997		$	222,485		$	293,431
Investment securities held-to-maturity	12,135			—			19,017			—
Investment securities available-for-sale	18,183			25,730			40,676			52,780
Securities purchased under resale agreements	1,292			1,264			2,542			3,817
Investment in Federal Home Loan Bank stock	—			1,479			—			2,763
Investment in Federal Reserve Bank stock	545			384			1,051			709
Short-term investments	2,509			1,051			5,485			1,589
Total interest and dividend income	146,333			167,905			291,256			355,089

INTEREST EXPENSE
Customer deposit accounts	30,890			43,536			67,963			95,789
Federal Home Loan Bank advances	13,142			17,541			27,019			37,223
Securities sold under repurchase agreements	12,004			11,290			23,876			21,819
Long-term debt	2,034			2,994			4,451			6,717
Federal funds purchased	3			368			6			1,746
Total interest expense	58,073			75,729			123,315			163,294

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES	88,260			92,176			167,941			191,795
PROVISION FOR LOAN LOSSES	151,422			85,000			229,422			140,000
NET INTEREST (LOSS) INCOME AFTER PROVISION FOR LOAN LOSSES	(63,162		)	7,176			(61,481		)	51,795

NONINTEREST (LOSS) INCOME
Impairment loss on investment securities	(100,753		)	(9,945		)	(100,953		)	(9,945		)
Less: Noncredit-related impairment loss recorded in other comprehensive income	63,306			—			63,306			—
Net impairment loss on investment securities recognized in earnings	(37,447		)	(9,945		)	(37,647		)	(9,945		)
Branch fees	4,991			4,339			9,784			8,440
Net gain on sale of investment securities	1,680			3,433			5,201			7,767
Letters of credit fees and commissions	1,930			2,476			3,784			5,153
Ancillary loan fees	1,356			984			3,585			2,125
Income from life insurance policies	1,096			1,024			2,179			2,052
Net gain on sale of loans	3			273			11			2,128
Other operating income	192			854			698			1,631
Total noninterest (loss) income	(26,199		)	3,438			(12,405		)	19,351

NONINTEREST EXPENSE
Compensation and employee benefits	16,509			25,790			33,617			49,058
Other real estate owned expense	8,682			508			15,713			1,397
Deposit insurance premiums and regulatory assessments	9,568			2,321			12,893			3,513
Occupancy and equipment expense	6,297			6,539			13,688			13,547
Legal expense	1,755			1,135			3,533			3,035
Amortization of investments in affordable housing partnerships	1,652			1,920			3,412			3,635
Loan-related expense	1,642			2,245			3,077			3,617
Data processing	1,141			1,135			2,283			2,331
Amortization and impairment loss on premiums on deposits acquired	1,092			1,827			2,217			4,564
Deposit-related expenses	1,014			1,237			1,915			2,185
Impairment loss on goodwill	—			586			—			586
Other operating expenses	8,560			10,412			16,970			21,077
Total noninterest expense	57,912			55,655			109,318			108,545

LOSS BEFORE BENEFIT FROM INCOME TAXES	(147,273		)	(45,041		)	(183,204		)	(37,399		)
BENEFIT FROM INCOME TAXES	(60,548		)	(19,154		)	(74,013		)	(16,556		)

Net loss before extraordinary item	(86,725		)	(25,887		)	(109,191		)	(20,843		)

Impact of desecuritization (Note 7)	5,366			—			5,366			—
NET LOSS AFTER EXTRAORDINARY ITEM	(92,091		)	(25,887		)	(114,557		)	(20,843		)
PREFERRED STOCK DIVIDENDS, INDUCEMENT, AND AMORTIZATION OF PREFERRED STOCK DISCOUNT	(23,623		)	—			(32,366		)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(115,714	)	$	(25,887	)	$	(146,923	)	$	(20,843	)

LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS
BASIC	$	(1.83	)	$	(0.41	)	$	(2.33	)	$	(0.33	)
DILUTED	$	(1.83	)	$	(0.41	)	$	(2.33	)	$	(0.33	)
DIVIDENDS DECLARED PER COMMON SHARE	$	0.01		$	0.10		$	0.03		$	0.20

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC	63,105			62,599			63,052			62,542
DILUTED	63,105			62,599			63,052			62,542

See accompanying notes to condensed consolidated financial statements.

Table of Contents

EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

			Additional														Accumulated
			Paid In														Other
			Capital					Additional									Comprehensive						Total
	Preferred		Preferred			Common		Paid In			Retained			Treasury			Loss,			Comprehensive			Stockholders’
	Stock		Stock			Stock		Capital			Earnings			Stock			Net of Tax			Income (Loss)			Equity

BALANCE, JANUARY 1, 2008
Comprehensive loss	$	—	$	—		$	70	$	652,297		$	657,183		$	(98,925	)	$	(38,802	)				$	1,171,823
Net loss for the period											(20,843		)							$	(20,843	)	(20,843		)
Net unrealized loss on investment securities available-for-sale																	(66,323		)	(66,323		)	(66,323		)
Total comprehensive loss																				$	(87,166	)
Cumulative effect of change in accounting principle pursuant to adoption of EITF 06-4											(479		)										(479		)
Stock compensation costs								3,016															3,016
Tax provision from stock plans								(229		)													(229		)
Issuance of 200,000 shares Series A convertible preferred stock, net of stock issuance costs			194,075																				194,075
Issuance of 367,146 shares pursuant to various stock plans and agreements								1,529															1,529
Cancellation of 65,561 shares due to forfeitures of issued restricted stock								2,096						(2,096		)							—
Purchase accounting adjustment pursuant to DCB Acquisition								2,298															2,298
Purchase of 410 shares of treasury stock due to the vesting of restricted stock														(8		)							(8		)
Common stock dividends											(12,659		)										(12,659		)
BALANCE, JUNE 30, 2008	$	—	$	194,075		$	70	$	661,007		$	623,202		$	(101,029	)	$	(105,125	)				$	1,272,200

BALANCE, DECEMBER 31, 2008			$	472,311		$	70	$	695,521		$	572,172		$	(102,817	)	$	(86,491	)				$	1,550,766
Cumulative effect adjustment for reclassification of the previously recognized noncredit-related impairment loss on investment securities											8,110						(8,110		)				—
BALANCE, JANUARY 1, 2009	$	—	$	472,311		$	70	$	695,521		$	580,282		$	(102,817	)	$	(94,601	)				$	1,550,766
Comprehensive loss
Net loss after extraordinary item for the year											(114,557		)							$	(114,557	)	(114,557		)
Net unrealized gain on investment securities available-for-sale																	60,915			60,915			60,915
Net unrealized loss as a result of desecuritization																	30,551			30,551			30,551
Noncredit-related impairment loss on investment securities recorded in the current year																	(36,717		)	(36,717		)	(36,717		)
Total comprehensive loss																				$	(59,808	)
Stock compensation costs								2,908															2,908
Tax provision from stock plans								(404		)													(404		)
Series B preferred stock issuance cost			(44		)																		(44		)
Issuance of 385,722 shares pursuant to various stock plans and agreements						1		389															390
Cancellation of 45,268 shares due to forfeitures of issued restricted stock								1,087						(1,087		)							—
Purchase of 8,978 shares of treasury stock due to the vesting of restricted stock														(35		)							(35		)
Amortization of Series B preferred stock discount			2,158								(2,158		)										—
Preferred stock dividends											(15,435		)										(15,435		)
Common stock dividends											(1,570		)										(1,570		)
Inducement of preferred stock conversion								14,773			(14,773		)										—
BALANCE, JUNE 30, 2009	$	—	$	474,425		$	71	$	714,274		$	431,789		$	(103,939	)	$	(39,852	)				$	1,476,768

	Six Months Ended June 30,
	2009		2008
	(In thousands)
Disclosure of reclassification amounts:
Unrealized holding gain (loss) on securities arising during the period, net of tax (expense) benefit of $(52,607) in 2009 and $48,942 in 2008	$	72,647	$	(67,586	)
Less: Reclassification adjustment for gain included in net loss, net of tax expense of $(13,628), in 2009 and $(915) in 2008	18,819		1,263
Net unrealized gain (loss) on securities, net of tax (expense) benefit of $(66,235) in 2009 and $48,027 in 2008	$	91,466	$	(66,323	)

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) after extraordinary item	$	(114,557	)	$	(20,843	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	11,572			10,103
Impairment loss on goodwill	—			586
Credit-related impairment loss on investment securities available-for-sale	37,647			9,945
Impairment loss on other equity investment	581			—
Stock compensation costs	2,908			3,016
Deferred tax benefit	(11,856		)	(49,444		)
Provision for loan losses and impact of desecuritization	238,684			140,000
Provision for loss on other real estate owned	15,938			690
Net gain on sales of investment securities, loans and other assets	616			(8,682		)
Federal Home Loan Bank stock dividends	—			(2,362		)
Originations of loans held for sale	(25,785		)	(34,330		)
Proceeds from sale of loans held for sale	25,846			34,655
Tax provision from stock plans	404			229
Net change in accrued interest receivable and other assets	(6,507		)	25,718
Net change in accrued interest payable, accrued expenses and other liabilities	(13,747		)	(6,583		)
Total adjustments	276,301			123,541
Net cash provided by operating activities	161,744			102,698

CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in loans	180,368			(41,862		)
Purchases of:
Short-term investments	(376,097		)	(880		)
Securities purchased under resale agreements	(25,000		)	—
Investment securities held-to-maturity	(672,336		)	—
Investment securities available-for-sale	(1,021,779		)	(820,430		)
Loans receivable	(91,238		)	—
Federal Home Loan Bank stock	—			(9,400		)
Federal Reserve Bank stock	(9,196		)	(5,904		)
Investments in affordable housing partnerships	(19		)	—
Premises and equipment	(360		)	(1,742		)
Proceeds from:
Sale of investment securities	237,379			376,148
Sale of securities purchased under resale agreements	—			100,000
Sale of loans receivable	38,768			146,556
Sale of other real estate owned	36,961			9,949
Maturity of short term investments	50,245			—
Repayments, maturity and redemption of investment securities	875,483			388,627
Redemption of Federal Home Loan Bank stock	—			6,054
Acquisitions, net of cash paid	—			(924		)
Net cash (used in) provided by investing activities	(776,821		)	146,192

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from (payment for):
Deposits	516,859			240,091
Short-term borrowings	(6,350		)	(487,269		)
Proceeds from:
Issuance of long-term borrowings	—			250,000
Issuance of preferred stock and common stock warrants, net of stock issuance costs	—			194,075
Issuance of common stock pursuant to various stock plans and agreements	390			1,529
Payment for:
Repayment of long-term borrowings	(179,997		)	(165,000		)
Repayment of notes payable on affordable housing investments	(4,928		)	(5,709		)
Repurchase of treasury shares pursuant to stock repurchase program and vesting of restricted stock	(35		)	(8		)
Issuance cost of Series B preferred stock	(44		)	—
Cash dividends on preferred stock	(14,583		)	—
Cash dividends on common stock	(1,570		)	(12,659		)
Tax provision from stock plans	(404		)	(229		)
Net cash provided by financing activities	309,338			14,821

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(305,739		)	263,711
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	878,853			160,347
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	573,114		$	424,058

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	131,380		$	159,084
Income tax payments, net of refunds	(13,133		)	36,477
Noncash investing and financing activities:
Desecuritization of loans receivable	635,614			—
Real estate acquired through foreclosure	78,872			26,009
Loans to facilitate sales of real estate owned	27,982			—
Affordable housing investment financed through notes payable	—			3,000

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For Six Months Ended June 30, 2009 and 2008

(Unaudited)

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 (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 Interpretation No. 46(R), Consolidation of Variable Interest Entities, 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 which, 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 six months ended June 30, 2009 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 August 7, 2009, the date the financial statements are available to be 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, 2008.

Certain prior year balances have been reclassified to conform to current year presentation.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Standards

Table of Contents

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), which replaces FASB Statement No. 141, Business Combinations. SFAS 141(R) establishes principles and requirements for how an acquiring company (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for business combinations occurring on or after the beginning of the fiscal year beginning on or after December 15, 2008. SFAS 141(R), effective for the Company on January 1, 2009, applies to all transactions or other events in which the Company obtains control of one or more businesses. Management will assess each transaction on a case-by-case basis as they occur.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51”. This Statement requires that noncontrolling or minority interests in subsidiaries be presented in the consolidated statement of financial position within equity, but separate from the parents’ equity, and that the amount of the consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In February 2008, the FASB issued FASB Staff Position FAS No. 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions (“FSP No. 140-3”), which provides a consistent framework for the evaluation of a transfer of a financial asset and subsequent repurchase agreement entered into with the same counterparty. FSP FAS No. 140-3 provides guidelines that must be met in order for an initial transfer and subsequent repurchase agreement to not be considered linked for evaluation. If the transactions do not meet the specified criteria, they are required to be accounted for as one transaction. This FSP is effective for fiscal years beginning after November 15, 2008, and shall be applied prospectively to initial transfers and repurchase financings for which the initial transfer is executed on or after adoption. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In February 2008, the FASB issued SFAS No. 157-2, Effective Date of FASB Statement No. 157, which provided for a one-year deferral of the implementation of this standard for other nonfinanical assets and liabilities, effective for fiscal years beginning after November 15, 2008. The adoption of this additional guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 requires specific disclosures regarding the location and amounts of derivative instruments in the financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect the financial position, financial performance, and cash flows of the Company. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In April 2008, the FASB directed the FASB Staff to issue FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used for purposes of determining the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP No. FAS 142-3 is intended to improve the consistency between the useful life of a recognized

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intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other GAAP. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier application is not permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In June 2008, the FASB issued FSP EITF 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-06-1 requires all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends to be considered participating securities and requires entities to apply the two-class method of computing basic and diluted earnings per share. This FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of this guidance did not have a material effect on the Company’s basic and diluted earnings per share calculation.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities”. This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities (VIEs), including qualifying special-purpose entities (QSPEs). The disclosures required by this FSP are intended to provide greater transparency to financial statement users about a transferor’s continuing involvement with transferred financial assets and an enterprise’s involvement with variable interest entities and qualifying SPEs. This FSP shall be effective for the first reporting period ending after December 15, 2008, with earlier application encouraged, and shall be applied for each annual and interim reporting period thereafter. The disclosure requirements related to the adoption of this guidance are presented in Note 3 and Note 8 of the Company’s condensed consolidated financial statements.

In January 2009, the FASB issued FSP EITF 99-20-1 (“EITF 99-20-1”), Amendments to the Impairment Guidance of EITF Issue No. 99-20, which revises the other-than-temporary-impairment (“OTTI”) guidance on beneficial interests in securitized financial assets that are within the scope of EITF Issue 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. EITF 99-20-1 amends Issue 99-20, to more closely align its OTTI guidance with paragraph 16 of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, by (1) removing the notion of a “market participant” and (2) inserting a “probable” concept related to the estimation of a beneficial interest’s cash flows. EITF 99-20-1 is effective prospectively for interim and annual periods ending after December 15, 2008. Retrospective application of this FSP is prohibited. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124, Recognition and Presentation of Other-Than-Temporary Impairments, which makes changes to the timing of loss recognition and earnings for debt and similar investment securities classified as either “available-for-sale” or “held-to-maturity”. The FSP provides that if an entity intends to sell an impaired debt security prior to recovery of its amortized cost basis, or if it is more likely than not that it will have to sell the security prior to recovery, then the full amount of the impairment is to be classified as other than temporary and recognized in earnings. Otherwise, the portion of the impairment loss deemed to constitute a credit loss is considered an OTTI loss to be reported in earnings. The non-credit loss portion is recognized in other comprehensive income. This FSP also requires entities to initially apply the provisions of the standard to the noncredit portion of previously recorded OTTI impaired securities, existing as of the date of initial adoption, by making a cumulative-effect adjustment from the opening balance of retained earnings to other comprehensive income in the period of adjustment. Upon adoption of FSP FAS 115-2 and FAS 124, the Company reclassified the noncredit portion of previously recognized OTTI totaling $8.1 million, net of tax, from the opening balance of retained earnings to other comprehensive income. Additionally,

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upon implementation of this FSP as of March 31, 2009, the Company recorded $200 thousand, on a pre-tax basis, of the credit portion of OTTI through earnings and $7.6 million, net of tax, of the non-credit portion of OTTI in other comprehensive income.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also requires additional disclosures relating to fair value measurement inputs and valuation techniques, as well as providing disclosures for all debt and equity investment securities by major security types rather than by major security categories that should be based on the nature and risks of the security during both interim and annual periods. The adoption of this FSP resulted in additional disclosures which are presented in Note 3 of the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which increases the frequency of fair value disclosures from an annual basis only to a quarterly basis. The FSP will require public entities to disclose in their interim financial statements the fair value of all financial instruments within the scope of SFAS No. 107, Disclosures about Fair Value of Financial Instruments, as well as the methods and significant assumptions used to estimate the fair value of those instruments. The FSP shall be effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt this FSP only if it also elects to early adopt FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2. This FSP does not require disclosures for earlier periods presented for comparative periods at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after the initial adoption. The adoption of this FSP on June 30, 2009 resulted in additional disclosures which are presented in Note 3 of the Company’s condensed consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 requires entities to recognize in the financial statements the effect of all events or transactions that provide additional evidence of conditions that existed at the balance sheet date, including the estimates inherent in the financial statement preparation process. Entities shall not recognize the impact of events or transactions that provide evidence about conditions that did not exist at the balance sheet date but arose after that date. SFAS 165 also requires entities to disclose the date through which subsequent events have been evaluated. SFAS 165 was effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations, or cash flows.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, which amends Statement 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. It is effective for financial statements issued for fiscal years beginning after November 15, 2009, and early adoption is prohibited. The Company is currently evaluating the impact that this statement will have on its financial condition, results of operations, or cash flows.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which is a revision to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled

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through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. It is effective for financial statements issued for fiscal years beginning after November 15, 2009, and early adoption is prohibited. The Company does not expect the adoption of this guidance to have a material effect on its financial condition, results of operations, or cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”) — a replacement of FASB Statement No. 162 (“Codification”). This Codification will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption of this guidance to have a material effect on its financial condition, results of operations, or cash flows.

3. FAIR VALUE

The Company adopted SFAS 157 effective January 1, 2008. SFAS 157 provides a framework for measuring fair value under GAAP. This standard applies to all financial assets and liabilities that are being measured and reported at fair value on a recurring and non-recurring basis. For the Company, this includes the investment securities available-for-sale portfolio, equity swap agreements, derivatives payable, mortgage servicing assets, and impaired loans.

The Company adopted FSP SFAS 157-2 effective January 1, 2009. FSP SFAS 157-2 provided for a one-year deferral of the implementation of SFAS 157 for other nonfinanical assets and liabilities, effective for fiscal years beginning after November 15, 2008. For the Company, this includes other real estate owned (“OREO”).

Upon adoption of FSP SFAS 157-4 effective March 31, 2009, the Company has provided additional disclosures relating to fair value measurement inputs and valuation techniques as well as providing SFAS 157 disclosures for all debt and equity investment securities by major security types rather than by major security categories that should be based on the nature and risks of the security during both interim and annual periods.

As defined in SFAS 157, fair value is 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 often 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 firm 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. The hierarchy ranks 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:

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· 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, U.S. Government sponsored enterprise preferred stock securities, trust preferred securities, equity swap agreements, and 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.

In determining the appropriate hierarchy levels, the Company performs a detailed analysis of assets and liabilities that are subject to SFAS 157. The following table presents both financial and non-financial assets and liabilities that are measured at fair value on a recurring and non-recurring basis. These assets and liabilities are reported on the consolidated balance sheets at their fair values as of June 30, 2009. As required by SFAS 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

	Assets (Liabilities) Measured at Fair Value on a Recurring Basis as of June 30, 2009
	Fair Value Measurements June 30, 2009			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	$	2,515		$	2,515	$	—	$	—
U.S. Government agency securities and U.S. Government sponsored enterprise debt securities	453,592			—		453,592		—
U.S. Government agency securities and U.S. Government sponsored enterprise residential mortgage-backed securities	834,374			—		834,374		—
Municipal securities	11,992			—		11,992		—
Other residential mortgage-backed securities	16,628			—		—		16,628
Corporate debt securities
Investment grade	41,564			—		40,319		1,245
Non-investment grade	19,188			—		4,601		14,587
U.S. Government sponsored enterprise equity securities	1,957			—		1,957		—
Total Investment Securities Available-For-Sale	$	1,381,810		$	2,515	$	1,346,835	$	32,460
Equity swap agreements	$	13,308		—		$	13,308	—
Derivatives payable	(13,323		)	—		—		(13,323		)

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	Assets Measured at Fair Value on a Non-Recurring Basis for the Three Months Ended June 30, 2009
	Fair Value Measurements June 30, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
	(In Thousands)
Mortgage Servicing Assets	$	9,466	$	—	$	—	$	9,466	$	(86	)
Impaired Loans	110,351		—		—		110,351		(3,854		)
OREO	15,986		—		15,986		—		(4,182		)

	Assets Measured at Fair Value on a Non-Recurring Basis for the Six Months Ended June 30, 2009
	Fair Value Measurements June 30, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
	(In Thousands)

Mortgage Servicing Assets	$	9,466	$	—	$	—	$	9,466	$	680
Impaired Loans	136,373		—		—		136,373		(4,243		)
OREO	16,359		—		16,359		—		(6,920		)

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 table provides a reconciliation of the beginning and ending balances for available-for-sale investment securities by major security type and for major asset and liability categories measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2009:

	Investment Securities Available-for-Sale
				Residential Mortgage-Backed Securities						Corporate Debt Securities
	Total			Investment Grade			Non- Investment Grade			Investment Grade			Non- Investment Grade			Residual Securities			Derivatives Payable

Beginning balance, April 1, 2009	$	635,009		$	546,520		$	11,325		$	1,306		$	21,930		$	53,928		$	(11,509	)
Total gains or (losses) (1)
Included in earnings	(33,858		)	2,461			191			3			(37,442		)	929			(1,814		)
Included in other comprehensive loss (unrealized) (2)	70,331			71,216			1,350			(54		)	28,717			(30,898		)	—
Purchases, issuances, sales, settlements (3)	(639,022		)	(602,585		)	(13,850		)	(10		)	1,382			(23,959		)	—
Transfers in and/or out of Level 3 (4)	—			(17,612		)	17,612			—			—			—			—
Ending balance, June 30, 2009	$	32,460		$	—		$	16,628		$	1,245		$	14,587		$	—		$	(13,323	)
Changes in unrealized losses included in earnings relating to assets and liabilities still held at June 30, 2009	$	(35,633	)	$	—		$	—		$	—		$	(37,447	)	$	—		$	1,814

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	Investment Securities Available-for-Sale
				Residential Mortgage-Backed Securities						Corporate Debt Securities
							Non-						Non-
				Investment			Investment			Investment			Investment			Residual			Derivatives
	Total			Grade			Grade			Grade			Grade			Securities			Payable

Beginning balance, January 1, 2009	$	624,351		$	527,109		$	10,216		$	1,294		$	35,670		$	50,062		$	(14,142	)
Total gains or (losses) (1)
Included in earnings	(30,955		)	2,629			192			7			(37,640		)	3,857			819
Included in other comprehensive loss (unrealized) (2)	92,783			101,456			2,458			(34		)	13,923			(25,020		)	—
Purchases, issuances, sales, settlements (3)	(653,719		)	(613,582		)	(13,850		)	(22		)	2,634			(28,899		)	—
Transfers in and/or out of Level 3 (4)	—			(17,612		)	17,612			—			—			—			—
Ending balance, June 30, 2009	$	32,460		$	—		$	16,628		$	1,245		$	14,587		$	—		$	(13,323	)
Changes in unrealized losses included in earnings relating to assets and liabilities still held at June 30, 2009	$	(38,466	)	$	—		$	—		$	—		$	(37,647	)	$	—		$	(819	)

(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 consolidated statements of operations.

(2) Unrealized gains or losses as well as the noncredit portion of OTTI on investment securities are reported in accumulated other comprehensive loss, net of tax, in the consolidated statements of changes in stockholders’ equity.

(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.

Valuation Methodologies

Investment Securities Available-for-Sale — The fair values of available-for-sale 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.

The Company’s Level 3 available-for-sale securities include one private-label mortgage-backed security and certain pooled trust preferred securities. The fair values of the private-label mortgage-backed security and 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 under SFAS 157. However, as a result of the global financial crisis and illiquidity in the U.S. markets, the market for these securities has become increasingly inactive since mid-2007. It is the Company’s view that current broker prices on the private-label mortgage-backed security and certain pooled trust preferred securities are based on forced liquidation or distressed sale values in very inactive markets that are not representative of the economic value of these securities. As such, the fair value of the private-label mortgage-backed security and pooled trust preferred securities have been below cost since the advent of the financial crisis. Additionally, most, if not all, of these broker quotes are nonbinding. In accordance with FSP SFAS 157-4, the Company considered whether to place little, if any, weight on transactions that are not orderly when estimating fair value. Although length of time and severity of impairment are among the factors to consider when determining whether a security that is other than temporarily impaired, the private-label mortgage backed security and pooled trust preferred securities have only exhibited deep declines in value since the credit crisis began. The

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Company therefore believes that this is an indicator that the decline in price is solely a result of the lack of liquidity in the market for these securities and the broker quotes received stem from distressed sale transactions.

For the private-label mortgage-backed security, the Company determined the valuation by using the appropriate combination of the market approach reflecting current broker prices and a discounted cash flow approach. The values resulting from each approach (i.e. market and income approaches) were weighted to derive the final fair value on the private-label mortgage-backed security. For the pooled trust preferred securities, the fair value was derived based on discounted cash flow analyses. In order to determine the appropriate discount rate used in calculating fair values derived from the income method for the private-label mortgage-backed security and pooled trust preferred securities, the Company has made assumptions using an exit pricing approach related to the implied rate of return which have been adjusted for general change in market rates, estimated changes in credit quality and liquidity risk premium, specific non-performance and default experience in the collateral underlying the securities. The gains and losses recorded in the period are recognized in noninterest income. During the second quarter of 2009, the private-label mortgage-backed security was downgraded from investment grade to non-investment grade.

In May 2009, the desecuritization of the Company’s Level 3 private-label mortgage backed securities resulted in a $635.6 million increase in single and multifamily loans receivable and is reflected in the decrease of Level 3 investment grade mortgage-backed investment securities for the three months and six months ended June 30, 2009 Level 3 reconciliation table described above.

Equity Swap Agreements — The Company has entered into several equity swap agreements with a major investment brokerage firm 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 or 5½ 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 $56 thousand adjustment to the valuation of the equity swap agreements for the quarter ended June 30, 2009. 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.

Derivatives Payable — The Company’s derivatives payable are recorded in conjunction with the certificate of deposits (“host instrument”) that pays interest based on changes in the HSCEI and are included in interest-bearing deposits on the 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 $41 thousand adjustment to the valuation of the derivative liabilities, and a net gain of $121 thousand was recognized in noninterest income as the net difference between the valuation of the equity swap agreements and derivatives payable for the quarter ended June 30, 2009. 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.

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. The fair value is adjusted accordingly to be better aligned with current observed market trends and activity.

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Impaired Loans — In accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, an Amendment of FASB Statements No. 5 and 15, 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, which 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 (“OREO”) — The Company’s OREO represents properties acquired through foreclosure or through full or partial satisfaction of loans, are considered held-for-sale, and are recorded at the lower of cost or estimated fair value at the time of foreclosure. 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, or OREO department. OREO properties are classified as Level 2 assets in the fair value hierarchy. The OREO balance of $27.2 million included in the condensed consolidated balance sheets as of June 30, 2009 is recorded net of estimated disposal costs.

Fair Value of Financial Instruments

The Company adopted FSP FAS 107-1 and APB 28-1 effective June 30, 2009, which increases the frequency of fair value disclosures from an annual basis only to a quarterly basis. The carrying amounts and fair values of the Company’s financial instruments as of June 30, 2009 and December 31, 2008 were as follows:

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	As of June 30, 2009					As of December 31, 2008
	Carrying					Carrying
	Notional or		Estimated			Notional or		Estimated
	Contract Amount		Fair Value			Contract Amount		Fair Value
	(In thousands)
Financial Assets:
Cash and cash equivalents	$	573,114	$	573,114		$	878,853	$	878,853
Short-term investments	554,293		554,721			228,441		228,353
Securities purchased under resale agreements	75,000		77,576			50,000		51,581
Investment securities held-to-maturity	794,840		794,463			122,317		123,105
Investment securities available-for-sale	1,381,810		1,381,810			2,040,194		2,040,194
Loans receivable, net	8,289,229		8,187,554			8,069,377		8,036,406
Investment in Federal Home Loan Bank stock	86,729		86,729			86,729		86,729
Investment in Federal Reserve Bank stock	36,785		36,785			27,589		27,589
Accrued interest receivable	50,312		50,312			46,230		46,230
Equity swap agreements	38,838		13,308			43,453		13,853

Financial Liabilities:
Customer deposit accounts:
Demand, savings and money market deposits	4,070,949		3,650,330			3,399,817		3,141,126
Time deposits	4,587,869		4,595,022			4,742,142		4,750,957
Federal funds purchased	22		22			28,022		28,022
Federal Home Loan Bank advances	1,173,238		1,200,416			1,353,307		1,397,081
Securities sold under repurchase agreements	1,020,080		1,261,167			998,430		1,204,329
Notes payable	11,578		11,578			16,506		16,506
Accrued interest payable	10,912		10,912			18,977		18,977
Long-term debt	235,570		92,099			235,570		120,325
Derivatives payable	38,838		13,323			43,453		14,142

Off-balance sheet financial instruments:
Commitments to extend credit	1,196,668		12,238			1,469,513		16,001
Standby letters of credit	639,233		3,286			656,979		3,614
Commercial letters of credit	34,434		(96		)	39,426		(204		)

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.

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Securities Purchased Under Resale Agreements — For securities purchased under resale agreements with original maturities of 90 days or less, the carrying amounts generally approximate fair values due to the short-term nature of these instruments. At June 30, 2009 and December 31, 2008, the securities purchased under resale agreements are long-term in nature and the fair value is estimated by discounting the cash flows based on expected maturities or repricing dates utilizing estimated market discount rates and taking into consideration the call features of each instrument.

Investment Securities Held-To-Maturity— The fair values of the investment securities held-to-maturity 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.

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 the private-label mortgage-backed security, the fair value was derived based on a combination of broker prices and discounted cash flow analyses that is weighted as deemed appropriate. For the pooled trust preferred securities, the fair value was derived based on a discounted cash flow analyses.

Loans Receivable, net - 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 such loans.

Federal Home Loan Bank and Federal Reserve Bank Stock - The carrying amount of the Federal Home Loan Bank stock approximates fair value and its redemption price of $100 per share. The carrying value of the Federal Reserve Bank stock approximates fair value as the stock may be sold back at its 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 an independent 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 the maturity. The Company has also considered the counterparty’s credit risk in determining the valuation.

Deposits — 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.

Federal Funds Purchased — The carrying amounts approximate fair values due to the short-term nature of these instruments.

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Federal Home Loan Bank Advances — The fair value of 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.

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, 2009 and December 31, 2008, 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 Payable — The Company’s derivatives payable are recorded in conjunction with the certificate of deposits (“host instrument”) that pays interest based on changes in the HSCEI. The Company’s derivatives payable are estimated using the income approach. The Company has also considered its own credit risk in determining the valuation.

Commitments to Extend Credit, Standby and Commercial Letters of Credit - The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparty’s credit standing.

The fair value estimates presented herein are based on pertinent information available to management as of each reporting date. Although the Company is 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.

4. STOCK-BASED COMPENSATION

The Company issues stock-based compensation to certain employees, officers and directors under share-based compensation plans. The adoption of SFAS No. 123(R), Share-Based Payment, on January 1, 2006 has resulted in incremental stock-based compensation expense. Since the Company has previously recognized compensation expense on restricted stock awards, the incremental stock-based compensation expense recognized pursuant to SFAS No. 123R relates only to issued and unvested stock option grants.

During the three and six months ended June 30, 2009, total compensation cost recognized in the consolidated statements of operations related to stock options and restricted stock awards amounted to $1.5 million and $2.9 million, respectively, with related tax benefits of $622 thousand and $1.2 million, respectively. During the three and six months ended June 30, 2008, total compensation cost recognized in the consolidated statements of operations related to stock options and restricted stock awards

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amounted to $1.5 million and $3.0 million, respectively, with related tax benefits of $613 thousand and $1.3 million, respectively.

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 years. Stock options issued prior to July 2002 had contractual terms of 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, 2009 is presented below:

					Weighted
			Weighted		Average	Aggregate
			Average		Remaining	Intrinsic
			Exercise		Contractual	Value
	Shares		Price		Term	(In thousands) (1)
Outstanding at beginning of period	2,588,968		$	20.67
Granted	43,942		6.83
Exercised	(3,300	)	5.89
Forfeited	(29,904	)	19.93
Outstanding at end of period	2,599,706		$	20.47	2.97 years	$	79
Vested or expected to vest	2,533,282		$	20.42	2.90 years	$	73
Exercisable at end of period	1,661,399		$	19.50	1.57 years	$	15

(1) Includes in-the-money options only.

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				Six Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Expected term (1)	—	(5)	4 years		4 years		4 years
Expected volatility (2)	—	(5)	28.9	%	60.5	%	27.9	%
Expected dividend yield (3)	—	(5)	1.3	%	0.6	%	1.2	%
Risk-free interest rate (4)	—	(5)	3.0	%	1.8	%	2.6	%

(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 second quarter of 2009.

During the three and six months ended June 30, 2009 and 2008, information related to stock options is presented as follows:

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	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2009			2008		2009		2008

Weighted average fair value of stock options granted during the period	$	—	(1)	$	3.59	$	6.83	$	4.27
Total intrinsic value of options exercised (in thousands)	4			170		5		337
Total fair value of options vested (in thousands)	87			116		1,438		1,222

(1) The Company did not issue any stock options during the second quarter of 2009.

As of June 30, 2009, total unrecognized compensation cost related to stock options amounted to $2.9 million. The cost is expected to be recognized over a weighted average period of 2.7 years.

Restricted Stock

In addition to stock options, the Company also grants restricted stock awards to directors, certain officers and employees. The restricted shares awarded become fully vested after three to five years of continued employment from the date of grant. The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Restricted shares are forfeited if officers and employees terminate prior to the lapsing of restrictions. The Company records forfeitures of restricted stock as treasury share repurchases.

A summary of the activity for restricted stock as of June 30, 2009, including changes during the six months then ended, is presented below:

			Weighted
			Average
	Shares		Price
Outstanding at beginning of period	753,165		$	29.35
Granted	292,430		7.14
Vested	(28,662	)	37.60
Forfeited	(90,359	)	31.61
Outstanding at end of period	926,574		$	21.87

The weighted average fair values of restricted stock awards granted during the six months ended June 30, 2009 and 2008 were $7.14 and $20.38, respectively.

As of June 30, 2009, total unrecognized compensation cost related to restricted stock awards amounted to $10.5 million. This cost is expected to be recognized over a weighted average period of 2.7 years.

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5. INVESTMENT SECURITIES

An analysis of the held-to-maturity and available-for-sale investment securities portfolio is presented as follows:

	As of June 30, 2009
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
	(In thousands)
Held-to-maturity
U.S. Government agency and U.S. Government sponsored enterprise debt securities	$	252,645	$	266	$	(1,891	)	$	251,020
Municipal securities	36,140		606		(391		)	36,355
Other residential mortgage-backed securities
Investment grade	103,344		238		(5,873		)	97,709
Non-investment grade	9,800		—		(1,495		)	8,305
Corporate debt securities
Investment grade	387,005		10,048		(1,781		)	395,272
Non-investment grade	4,617		—		(104		)	4,513
Other securities	1,289		—		—			1,289
Total investment securities held-to-maturity	$	794,840	$	11,158	$	(11,535	)	$	794,463

Available-for-sale
U.S. Treasury securities	$	2,512	$	3	$	—		$	2,515
U.S. Government agency and U.S. Government sponsored enterprise debt securities	452,707		1,812		(927		)	453,592
U.S. Government agency and U.S. Government sponsored enterprise residential mortgage-backed securities	822,614		12,668		(908		)	834,374
Municipal securities	11,990		2		—			11,992
Other residential mortgage-backed securities	21,329		—		(4,701		)	16,628
Corporate debt securities
Investment grade	43,169		221		(1,826		)	41,564
Non-investment grade(1)	92,995		—		(73,807		)	19,188
U.S. Government sponsored enterprise equity securities	3,340		—		(1,383		)	1,957
Total investment securities available-for-sale	$	1,450,656	$	14,706	$	(83,552	)	$	1,381,810

Total investment securities	$	2,245,496	$	25,864	$	(95,087	)	$	2,176,273

	As of December 31, 2008
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
	(In thousands)
Held-to-maturity
Municipal securities	$	5,772	$	118	$	—		$	5,890
Corporate debt securities	116,545		904		(234		)	117,215
Total investment securities held-to-maturity	$	122,317	$	1,022	$	(234	)	$	123,105

Available-for-sale
U.S. Treasury securities	$	2,505	$	8	$	—		$	2,513
U.S. Government agency securities and U.S. Government sponsored enterprise debt securities	1,020,355		4,762		(1,183		)	1,023,934
U.S. Government agency securities and U.S. Government sponsored enterprise mortgage-backed securities	373,690		6,758		(397		)	380,051
Other mortgage-backed securities	645,940		—		(108,614		)	537,326
Corporate debt securities (1)	116,127		266		(73,849		)	42,544
U.S. Government sponsored enterprise equity securities (1)	3,340		—		(2,156		)	1,184
Residual securities	25,043		25,019		—			50,062
Other securities (1)	2,570		10		—			2,580
Total investment securities available-for-sale	$	2,189,570	$	36,823	$	(186,199	)	$	2,040,194

Total investment securities	$	2,311,887	$	37,845	$	(186,433	)	$	2,163,299

(1) As of December 31, 2008, the Company recorded an OTTI charge of $13.6 million for corporate debt securities, $55.3 million for U.S. Government sponsored enterprise equity securities, and $4.3 million for Other securities. Upon adoption of FSP FAS 115-2 and FAS 124-2, the Company reclassified the noncredit portion of previously recognized OTTI for pooled trust preferred securities totaling $8.1 million, on a net of tax basis, from the opening balance of retained earnings to other comprehensive income as of March 31, 2009. Additionally, the Company recorded $37.6 million, on a pre-tax basis, of the credit portion of OTTI through earnings and $36.7 million, net of tax, of the non-credit portion of OTTI for pooled trust preferred securities in other comprehensive income for six months ended June 30, 2009.

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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. The Company performs a monthly analysis on the broker quotes received from third parties to ensure that the prices represent a reasonable estimate of the 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 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 the available market data, the price received from the third party is adjusted accordingly.

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 which 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 Company believes the current broker prices obtained on the private-label mortgage-backed security and certain pooled trust preferred securities are based on forced liquidation or distressed sale values in very inactive markets that are not representative of the economic value of these securities. The fair values of the private-label mortgage-backed security and 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 under SFAS 157. However, in light of these circumstances, the Company has modified its approach in determining the fair values of these securities. For the pooled trust preferred securities, the Company believes that the cash flow analyses which demonstrate that the realizable value of these securities are equal to their carrying values should be the primary factor considered when making a judgment about other than temporary impairment. For the private-label mortgage-backed security, the Company determined the valuation by using the appropriate combination of the market approach reflecting current broker prices and a discounted cash flow approach. The values resulting from each approach (i.e. market and income approaches) were weighted to derive the final fair value on the private-label mortgage-backed security. In calculating the fair value derived from the income approach, the Company made assumptions related to the implied rate of return, general change in market rates, estimated changes in credit quality and liquidity risk premium, specific non-performance and default experience in the collateral underlying the security, as well as broker discount rates.

The following tables show the Company’s rollforward of the amount related to credit losses for the three and six months ended June 30, 2009:

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	Three Months Ended June 30, 2009
	(In thousands)
Beginning balance, April 1, 2009	$	200
Addition of OTTI that was not previously recognized	37,447
Reduction for securities sold during the period	—
Reduction for securities with OTTI recognized in earnings because the security might be sold before recovery of its amortized cost basis	—
Addition of OTTI that was previously recognized because the security might not be sold before recovery of its amortized cost basis	—
Reduction for increases in cash flows expected to be collected that are recognized over the remaining life of the security	—
Ending balance, June 30, 2009	$	37,647

	Six Months Ended June 30, 2009
	(In thousands)
Beginning balance, January 1, 2009	$	—
Addition of OTTI that was not previously recognized	37,647
Reduction for securities sold during the period	—
Reduction for securities with OTTI recognized in earnings because the security might be sold before recovery of its amortized cost basis	—
Addition of OTTI that was previously recognized because the security might not be sold before recovery of its amortized cost basis	—
Reduction for increases in cash flows expected to be collected that are recognized over the remaining life of the security	—
Ending balance, June 30, 2009	$	37,647

The following table shows 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, 2009 and December 31, 2008:

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	As of June 30, 2009
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(in thousands)

Held-to-maturity
U.S. Government agency and U.S. Government sponsored enterprise debt securities	$	200,754	$	(1,891	)	$	—	$	—		$	200,754	$	(1,891	)
Municipal securities	12,818		(391		)	—		—			12,818		(391		)
Other residential mortgage-backed securities
Investment grade	68,543		(5,873		)	—		—			68,543		(5,873		)
Non-investment grade	8,305		(1,495		)	—		—			8,305		(1,495		)
Corporate debt securities
Investment grade	65,280		(1,781		)	—		—			65,280		(1,781		)
Non-investment grade	4,512		(104		)	—		—			4,512		(104		)
Total temporarily impaired securities held-to-maturity	$	360,212	$	(11,535	)	$	—	$	—		$	360,212	$	(11,535	)

Available-for-sale
U.S. Government agency and U.S. Government sponsored enterprise debt securities	$	161,570	$	(927	)	$	—	$	—		$	161,570	$	(927	)
U.S. Government agency and U.S. Government sponsored residential enterprise mortgage-backed securities	104,021		(908		)	—		—			104,021		(908		)
Other residential mortgage-backed securities	—		—			16,628		(4,701		)	16,628		(4,701		)
Corporate debt securities
Investment grade	18,563		(968		)	1,245		(858		)	19,808		(1,826		)
Non-investment grade (1)	1,182		(11,115		)	18,006		(62,692		)	19,188		(73,807		)
U.S. Government sponsored enterprise equity securities	1,957		(1,383		)	—		—			1,957		(1,383		)
Total temporarily impaired securities available-for-sale	$	287,293	$	(15,301	)	$	35,879	$	(68,251	)	$	323,172	$	(83,552	)

Total temporarily impaired securities	$	647,505	$	(26,836	)	$	35,879	$	(68,251	)	$	683,384	$	(95,087	)

	As of December 31, 2008
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(in thousands)

Corporate debt securities	$	40,057	$	(234	)	$	—	$	—		$	40,057	$	(234	)
Total temporarily impaired securities held-to-maturity	$	40,057	$	(234	)	$	—	$	—		$	40,057	$	(234	)

Available-for-sale
U.S. Government agency securities and U.S. Government sponsored enterprise debt securities	$	143,727	$	(1,183	)	$	—	$	—		$	143,727	$	(1,183	)
U.S. Government agency securities and U.S. Government sponsored enterprise mortgage-backed securities	72,245		(397		)	—		—			72,245		(397		)
Other mortgage-backed securities	17,984		(3,339		)	519,090		(105,275		)	537,074		(108,614		)
Corporate debt securities	4,016		(2,946		)	34,611		(70,903		)	38,627		(73,849		)
U.S. Government sponsored enterprise equity securities	1,184		(2,156		)	—		—			1,184		(2,156		)
Total temporarily impaired securities available-for-sale	$	239,156	$	(10,021	)	$	553,701	$	(176,178	)	$	792,857	$	(186,199	)

Total temporarily impaired securities	$	279,213	$	(10,255	)	$	553,701	$	(176,178	)	$	832,914	$	(186,433	)

(1) For the six months ended June 30, 2009, the Company recorded $63.3 million, on a pre-tax basis, of the non-credit portion of OTTI for pooled trust preferred securities in other comprehensive income, which is included as gross unrealized losses.

Corporate Debt Securities (Held-to-Maturity)

As of June 30, 2009, the fair value of the Company’s held-to-maturity corporate debt securities totaled $399.8 million. During the second quarter of 2009, two of the corporate debt securities were downgraded from investment grade to non-investment grade. Except for these two securities, all other corporate debt securities are investment grade as of June 30, 2009. As of June 30, 2009, these debt instruments had gross unrealized losses for less than twelve months amounting to $1.9 million, or less than 1% of the aggregate amortized cost basis of held-to-maturity corporate debt securities, comprised of $104 thousand and $1.8 million that are non-investment grade and investment grade, respectively. Due to

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the relatively short maturity dates of these securities of 5 years or less, 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 amortized cost bases. As such, the Company does not deem these securities to be other-than-temporarily impaired as of June 30, 2009.

Corporate Debt Securities (Available-for-Sale)

The majority of unrealized losses in the available-for-sale portfolio at June 30, 2009 are related to pooled trust preferred debt securities. As of June 30, 2009, the Company had $15.8 million in pooled trust preferred debt securities available-for-sale, representing 1% of total investment securities available-for-sale portfolio. In April 2009, except for one security which was downgraded but remained at investment grade status, the ratings for the other twelve pooled trust preferred securities were downgraded to non-investment grade status due to increased deferral and default activity from the issuers of the underlying debt collateralizing these instruments. As of June 30, 2009, these debt instruments had gross unrealized losses amounting to $69.1 million, or 81% of the total amortized cost basis of these securities, comprised primarily of the $63.3 million, or $36.7 million on a net of tax basis, in noncredit-related impairment losses recorded during the first half of 2009 pursuant to the provisions of FSP FAS 115-2 and FAS 124-2.

Almost all of the pooled trust preferred securities held by the Company have underlying collateral issued by banks and insurance companies. Continued deterioration in market conditions have resulted in many more small banks either deferring or defaulting on their trust preferred debt during the second quarter of 2009. As a result of diminishing collateral values, deteriorating cash flows, and increasing estimates of future deferrals and defaults, the Company recorded an impairment loss of $100.8 million on its portfolio of trust preferred securities during the second quarter of 2009, of which $37.4 million was a pre-tax credit loss recorded through earnings. The remaining $63.3 million or $36.7 million on a net of tax basis, in noncredit-related impairment loss was recorded in other comprehensive income as of June 30, 2009. The Company determined the amount of credit-related impairment by discounting the expected future cash flows with the effective yield of the security in accordance with the methodology described in SFAS 114, Accounting by Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5 and 15. During the first quarter of 2009, the Company recorded an impairment loss of $13.4 million on a non-investment grade pooled trust preferred security. Of the total impairment loss amount, $200 thousand was a pretax credit loss recorded through earnings. The remaining $13.2 million, or $7.6 million on a net of tax basis, in noncredit-related impairment loss was recorded in other comprehensive income as of March 31, 2009.

During 2008 and 2007, the Company recorded $13.6 million and $405 thousand, respectively, in non-credit related impairment losses on three pooled trust preferred securities due to rating downgrades caused by increases in market spreads, concerns regarding the housing market, and lack of liquidity in the markets. None of these securities have experienced any credit-related losses for which OTTI was previously recorded. Upon the implementation of FSP FAS 115-2 and FAS 124, the Company reclassified the combined $14.0 million, or $8.1 million on a net of tax basis, in noncredit-related OTTI impairment losses recognized during 2008 and 2007 from the opening balance of retained earnings to other comprehensive income as of March 31, 2009.

Mortgage-backed Securities (Held-to-Maturity)

As of June 30, 2009, the aggregate fair value of the non-agency held-to-maturity mortgage-backed securities amounted to $106.0 million. These securities are collateralized by single family loans and secured by first liens on these residential properties. During the second quarter of 2009, one of the mortgage-backed securities was downgraded from investment grade to non-investment grade. Except for this non-investment grade security, all held-to-maturity mortgage-backed securities are investment grade.

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As of June 30, 2009, these debt instruments had gross unrealized losses for less than twelve months amounting to $7.4 million, or 7% of the aggregate amortized cost basis of held-to-maturity mortgage-backed securities, comprised of $1.5 million and $5.9 million that are non-investment grade and investment grade, respectively.

The decline in fair values of these securities is due to widening market spreads, concerns regarding the downturn in the housing market, and lack of liquidity in the market. However, these securities have strong credit support, low loan-to-values, low delinquency, and low OREO ratios. 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 amortized cost bases. As such, the Company does not deem these securities to be other-than-temporarily impaired as of June 30, 2009.

Mortgage-backed Securities (Available-for-Sale)

As of June 30, 2009, the Company had one private-label available-for-sale mortgage-backed security with a fair value of $16.6 million, with a gross unrealized loss of $4.7 million, or 22% of the amortized cost basis of this security, for more than 12 months. During the second quarter of 2009, this security was downgraded from investment grade to non-investment grade. This security is collateralized by single family loans and secured by the first lien on these residential properties. Additionally, any principal and interest shortfall that may arise from the deterioration of the collateral will be covered by a monoline insurance provider. The Company does not intend to sell this security and it is not more likely than not that the Company will be required to sell this security before recovery of its amortized cost basis. As such, the Company does not deem this security to be other-than-temporarily impaired as of June 30, 2009.

In May 2009, the Company desecuritized its private-label mortgage backed securities which resulted in a $635.6 million increase in single and multifamily loans receivable with a corresponding decrease in available-for-sale investment securities. These single family and multifamily loans were previously originated by the Company and were securitized in 2006 and 2007 for additional liquidity purposes. All of the resulting securities were retained by the Company in its available-for-sale investment portfolio. The Company’s decision to desecuritize these securities was prompted by the mark-to-market adjustments recorded on these securities that were based on price points observed in the general market for mortgage-backed securities that were not reflective of the better credit quality of the underlying loans. These loans had very low overall delinquency rates as of June 30, 2009. The accumulated mark-to-market adjustments on these securities, recorded in other comprehensive income, were negatively impacting the Company’s tangible common equity. The desecuritization added $30.6 million to the Company’s tangible common equity.

Government-Sponsored Equity Preferred Stock

In September 2008, liquidity and credit concerns led the U.S. Federal Government to assume a conservatorship role in Fannie Mae and Freddie Mac. The rating on Fannie Mae and Freddie Mac preferred stock securities was downgraded from to non-investment grade status reflecting the cessation of dividend payments on these securities. These securities are non-cumulative perpetual preferred stock in which unpaid dividends do not accumulate. The purchase agreement between the U.S. Treasury and these government-sponsored entities contains a covenant prohibiting the payment of dividends on existing preferred stock. As the assessment on the status of any resumption in dividend payments on these securities was uncertain, the Company recorded $55.3 million in OTTI charges on Fannie Mae and Freddie Mac preferred stock securities in 2008. As of June 30, 2009, the fair value of these preferred stock securities was $2.0 million. Gross unrealized losses on these securities, all of which is less than twelve months in duration, amounted to $1.4 million as of June 30, 2009, or 41% of the aggregate amortized cost basis of these securities. The outlook for these preferred securities remains stable. The

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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 its amortized cost bases. As such, the Company does not deem these remaining securities to be other-than-temporarily impaired as of June 30, 2009.

The Company has thirteen individual securities that have been in a continuous unrealized loss position for twelve months or longer as of June 30, 2009. These securities are comprised of twelve corporate debt securities with a total fair value of $19.3 million and one mortgage-backed security with a total fair value of $16.6 million. As of June 30, 2009, there were also 84 securities that have been in a continuous unrealized loss position for less than twelve months. 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 the Company’s 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 the investments before recovery of its amortized cost bases. As such, the Company does not deem these securities to be other-than-temporarily impaired as of June 30, 2009.

The scheduled maturities of investment securities at June 30, 2009 are presented as follows:

	Held-to-maturity				Available-for-sale
	Amortized		Estimated		Amortized		Estimated
(In thousands)	Cost		Fair Value		Cost		Fair Value
Due within one year	$	212,254	$	213,645	$	187,335	$	177,636
Due after one year through five years	314,393		320,636		129,704		129,340
Due after five years through ten years	48,921		48,672		183,810		186,005
Due after ten years	219,272		211,510		946,467		886,872
Indeterminate maturity	—		—		3,340		1,957
Total	$	794,840	$	794,463	$	1,450,656	$	1,381,810

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill remained at $337.4 million at June 30, 2009 and December 31, 2008. Goodwill is tested for impairment on an annual basis, or more frequently as events occur, or as current circumstances and conditions warrant. The Company records impairment losses as charges to noninterest expense and adjustments to the carrying value of goodwill. Subsequent reversals of goodwill impairment are prohibited.

During the second quarter of 2009, both the U.S. and global financial markets continued to experience volatility and the effect of such volatility continued to unfavorably impact the market prices of banking stocks, including the Company’s. As of June 30, 2009, the Company’s market capitalization based on total outstanding common and preferred shares was $785.4 million and its total stockholders’ equity was $1.48 billion. As a result, the Company performed an impairment analysis as of June 30, 2009 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.

During the first quarter of 2009, the Company re-aligned its management reporting structure and identified three business divisions that meet the criteria of an operating segment in accordance with SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. Based on the criteria defined in SFAS No. 131, the Company’s three operating segments are Retail Banking,

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Commercial Banking, and Other. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company determined that there were no additional reporting units below each operating segment and therefore the reporting units are equivalent to the operating segments. See Note 10 to the Company’s condensed consolidated financial statements presented elsewhere in this report for a further discussion of the revised business segments.

In order to determine the fair value of the reporting units, a combined income and market approach was used. Under the income approach, the Company provided a net income projection for the next 5 years plus a terminal growth rate was used to calculate the discounted cash flows and the present value of the reporting units. Under the market approach, the fair value was calculated using the current fair values of comparable peer banks of similar size, geographic footprint and focus. The market capitalizations and multiples of these peer banks were used to calculate the market price of the Company and each reporting unit. The fair value was also subject to a control premium adjustment, which is the cost savings that a purchase of the reporting unit could achieve by eliminating duplicative costs. Under the combined income and market approach, the value from each approach was appropriately weighted to determine the fair value. As a result of this analysis, the Company determined there was no goodwill impairment at June 30, 2009 as the fair values of all reporting units exceeded the current carrying amounts of the goodwill. No assurance can be given that goodwill will not be written down in future periods. The Company recorded goodwill impairment of $586 thousand as a charge to earnings during the first half of 2008.

The Company also has premiums on acquired deposits which represent the intangible value of depositor relationships resulting from deposit liabilities assumed from various acquisitions. Other intangibles are tested for impairment on an annual basis, or more frequently as events occur, or as current circumstances and conditions warrant. The gross carrying amount of deposit premiums totaled $43.0 million as of June 30, 2009 and December 31, 2008, with related accumulated amortization expense amounting to $23.2 million and $21.0 million, respectively, as of June 30, 2009 and December 31, 2008. During the first quarter of 2008, the Company recorded an $855 thousand impairment loss on deposit premiums initially recorded for the Desert Community Bank (“DCB”) acquisition due to higher than anticipated runoffs in certain deposit categories. The Company amortizes premiums on acquired deposits based on the projected useful lives of the related deposits.

The following table provides the estimated amortization expense of premiums on acquired deposits for 2009 and the succeeding four years as follows:

Estimate For The Year Ending December 31,	Amount
	(In thousands)
2009	$	2,128
2010	3,858
2011	3,378
2012	2,602
2013	1,707

7. ALLOWANCE FOR LOAN LOSSES

The following table summarizes activity in the allowance for loan losses for the periods indicated:

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(in thousands)						(in thousands)

Allowance balance, beginning of period	$	195,450		$	117,120		$	178,027		$	88,407
Allowance for unfunded loan commitments and letters of credit	1,442			1,136			434			232
Provision for loan losses	151,422			85,000			229,422			140,000
Impact of desecuritization	9,262			—			9,262			—
Chargeoffs:
Single family real estate	14,263			634			18,116			709
Multifamily real estate	2,352			436			4,098			436
Commercial real estate	13,063			—			15,859			—
Land	33,599			16,337			46,122			21,418
Construction	60,083			15,726			78,526			24,291
Commercial business	13,718			1,919			33,177			13,735
Automobile	27			134			35			163
Other consumer	306			23			1,618			40
Total chargeoffs	137,411			35,209			197,551			60,792

Recoveries:
Single family real estate	205			2			226			2
Multifamily real estate	96			—			218			—
Commercial and industrial real estate	591			3			597			6
Land	416			—			416			—
Construction	847			—			966			—
Commercial business	1,367			357			1,648			537
Automobile	9			4			31			21
Other consumer	4			—			4			—
Total recoveries	3,535			366			4,106			566
Net chargeoffs	133,876			34,843			193,445			60,226
Allowance balance, end of period	$	223,700		$	168,413		$	223,700		$	168,413
Average loans outstanding	$	8,244,850		$	8,773,028		$	8,221,143		$	8,864,142
Total gross loans outstanding, end of period	$	8,528,961		$	8,656,427		$	8,528,961		$	8,656,427
Annualized net chargeoffs to average loans	6.50		%	1.59		%	4.71		%	1.36		%
Allowance for loan losses to total gross loans, end of period	2.62		%	1.95		%	2.62		%	1.95		%

At June 30, 2009, the allowance for loan losses amounted to $223.7 million, or 2.62% of total loans, compared with $178.0 million or 2.16% of total loans at December 31, 2008, and $168.4 million, or 1.95% of total gross loans as of June 30, 2008. The increase in the allowance for loan losses is primarily due to the $229.4 million in provisions for loan losses recorded during the first half of 2009 and $9.3 million in allowance for losses recorded during the second quarter of 2009 in conjunction with the desecuritization of single family and multifamily loans completed in May 2009. This compares to $140.0 million in loan loss provisions recorded during the first half of 2008. During the second quarter of 2009, the Company continued to make significant strides in managing down its problem assets with sizeable reductions in nonaccrual loans, delinquent loans, and OREO. The Company sold $166.3 million in problem loans and $55.8 million in OREO properties during the quarter ended June 30, 2009. Year to date through June 30, 2009, the Company has sold $183.5 million in problem loans and $79.8 million in OREO properties. The proactive measures taken by the Company to reduce problem assets have resulted in higher net chargeoff activity and increased loan loss provisions. During the first half of 2009, the Company recorded $193.4 million in net chargeoffs, compared to $60.2 million in net chargeoffs recorded during the first half of 2008. Throughout the course of 2008 and the first half of 2009, the Company has actively reduced its exposure to land and construction loans and its overall credit risk on the $945.1 million in construction loans and $479.8 million in land loans has been reduced substantially.

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8. 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, 2009 and December 31, 2008, respectively, undisbursed loan commitments amounted to $1.20 billion and $1.47 billion, respectively. Commercial and standby letters of credit amounted to $673.7 million and $696.4 million as of June 30, 2009 and December 31, 2008, respectively.

Guarantees — From time to time, the Company securitizes loans with recourse in the ordinary course of business. For loans that have been securitized with recourse, the recourse component is considered a guarantee. When the Company 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, 2009, total loans securitized with recourse amounted to $504.1 million and were comprised of $58.1 million in single family loans with full recourse and $446.0 million in multifamily loans with limited recourse. In comparison, total loans securitized with recourse amounted to $544.5 million at December 31, 2008, comprised of $62.4 million in single family loans with full recourse and $482.1 million in multifamily loans with limited recourse. The recourse provision on multifamily loans is limited to 2.5% of the top loss on the underlying loans. All of these transactions represent securitizations with Fannie Mae. The Company’s recourse reserve related to loan securitizations totaled $1.1 million as of June 30, 2009 and December 31, 2008, 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 relatively 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, 2009 and December 31, 2008, the amount of loans sold without recourse totaled $722.8 million and $693.5 million, respectively. Total loans securitized without recourse amounted to $367.7 million and $1.04 billion, respectively, at June 30, 2009 and December 31, 2008. The decrease in loans securitized without recourse at June 30, 2009, is due to the desecuritization of the Company’s private label mortgage backed securities during May 2009 which resulted in an increase of $635.6 million of single and multifamily loans with a corresponding decrease in investment securities available-for-sale. 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, 2009. The Bank, from time to time, is a 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 will not have a material adverse impact on the financial position, results of operations, or liquidity of the Company or the Bank.

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9. 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 underwriting discounts, commissions and offering expenses. The holders of the Series A preferred stock have the right at any time to convert each share of Series A preferred stock 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 stock to be converted into shares of the Company’s common stock. Dividends on the Series A preferred stock, 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, on February 15, May 15, August 15 and November 15 of each year. The proceeds from this offering were used to augment the Company’s liquidity and capital positions and reduce its borrowings.

In late June 2009, the Company entered into binding agreements with certain shareholders to exchange approximately 90 thousand shares of Series A preferred stock into 8.1 million shares of common stock. This transaction was accounted for as an induced conversion with the settlement of shares occurring in July 2009. As a result of entering into these agreements prior to the end of the second quarter of 2009, the Company recorded a preferred dividend of $14.8 million during the second quarter of 2009 which represents the additional consideration or inducement given to these shareholders in excess of the carrying value of the Series A preferred stock. See Note 11 to the Company’s condensed consolidated financial statements presented elsewhere in this report for a further discussion of the subsequent events.

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”). The Series B preferred shares will pay cumulative dividends at a rate of 5% per annum until the fifth anniversary of the investment date and thereafter at a rate of 9% per annum. The Series B preferred shares are transferable by the U.S. Treasury at any time. Subject to the approval of the Federal Reserve Board, the Series B preferred shares are redeemable at the option of the Company at 100% of liquidation preference (plus any accrued and unpaid dividends), provided, however, that the Series B preferred shares may be redeemed prior to the first dividend payment date falling after the third anniversary of the Closing Date (February 15, 2012) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings (as defined in the Stock Purchase Agreement) in excess of $76,636,500, and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings.

Warrants — During 2008, in conjunction with the Series B preferred stock offering, the Company issued warrants with an initial price of $15.15 per share of common stock for which the warrant may be exercised, with an allocated fair value of $25.2 million. The warrant may be exercised at any time on or before December 5, 2018. The U.S. Treasury may not transfer a portion of the warrants with respect to more than one-half of the original number of shares of common stock until the earlier of the successful completion of an offering of replacement Tier 1 capital of at least $306.5 million and December 31, 2009. The warrants, and all rights under the warrants, are otherwise transferable. As of June 30, 2009, there were 3,035,109 warrants outstanding.

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Stock Repurchase Program — During 2007, the Company’s Board of Directors authorized a new 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, 2009 in connection with this stock repurchase program.

Quarterly Dividends — On April 28, 2009, 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, 2009 to shareholders of record on April 15, 2009. On May 15, 2009, the Company’s Board of Directors declared and paid quarterly preferred cash dividends on its Series B preferred shares. Total cash dividends accrued and paid in conjunction with the Company’s Series A and B preferred stock amounted to $7.8 million and $15.4 million during the three and six months ended June 30, 2009, respectively.

On April 28, 2009, the Company’s Board of Directors also declared quarterly common stock cash dividends of $0.01 per share payable on or about May 26, 2009 to shareholders of record on May 18, 2009. The Board authorized the reduction of the common stock dividend to $0.01 per share for the second quarter of 2009, compared to the $0.02 per share paid in the first quarter of 2009, in order to preserve capital. Cash dividends totaling $640 thousand and $1.6 million were paid to the Company’s common shareholders during the second quarter and first half of 2009, respectively.

Earnings (Loss) Per Share (“EPS”) — The actual number of shares outstanding at June 30, 2009 was 64,032,009. Basic EPS excludes dilution and is computed by dividing income or loss 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, common stock options and warrants, unless they have an antidilutive effect. In accordance with SFAS No. 128, Earnings Per Share, due to the net loss recorded during the second quarter and first half of 2009, incremental shares resulting from the assumed conversion, exercise, or contingent issuance of securities are not included as their effect on earnings or loss per share would be antidilutive.

The following table sets forth (loss) earnings per share calculations for the three and six months ended June 30, 2009 and 2008:

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	Three Months Ended June 30,
	2009							2008
	Net loss available to			Number	Per Share			Net loss available to			Number	Per Share
	common stockholders			of Shares	Amounts			common stockholders			of Shares	Amounts
	(In thousands, except per share data)
Basic EPS
Net loss before extraordinary item, as reported	$	(86,725	)	63,105	$	(1.37	)	$	(25,887	)	62,599	$	(0.41	)
Less: Preferred stock dividends, inducement, and amortization of preferred stock discount	(23,623		)	—	—			—			—	—
Loss available to common stockholders before extraordinary item	(110,348		)	63,105	(1.75		)	(25,887		)	62,599	(0.41		)
Extraordinary item	(5,366		)	63,105	(0.08		)	—			—	—
Net loss available to common stockholders after extraordinary item	$	(115,714	)	63,105	$	(1.83	)	$	(25,887	)	62,599	$	(0.41	)

Diluted EPS
Effect of dilutive securities:
Stock options	—			—	—			—			—	—
Restricted stock	—			—	—			—			—	—
Stock warrants	—			—	—			—			—	—

Loss available to common stockholders before extraordinary item	$	(110,348	)	63,105	$	(1.75	)	$	(25,887	)	62,599	$	(0.41	)
Extraordinary item	(5,366		)	63,105	(0.08		)	—			—	—
Net loss available to common stockholders after extraordinary item	$	(115,714	)	63,105	$	(1.83	)	$	(25,887	)	62,599	$	(0.41	)

	Six Months Ended June 30,
	2009							2008
	Net loss available to			Number	Per Share			Net loss available to			Number	Per Share
	common stockholders			of Shares	Amounts			common stockholders			of Shares	Amounts
	(In thousands, except per share data)
Basic EPS
Net loss before extraordinary item, as reported	$	(109,191	)	63,052	$	(1.73	)	$	(20,843	)	62,542	$	(0.33	)
Less: Preferred stock dividends, inducement, and amortization of preferred stock discount	(32,366		)	—	—			—			—	—
Loss available to common stockholders before extraordinary item	(141,557		)	63,052	(2.25		)	(20,843		)	62,542	(0.33		)
Extraordinary item	(5,366		)	63,052	(0.08		)	—			—	—
Net loss available to common stockholders after extraordinary item	$	(146,923	)	63,052	$	(2.33	)	$	(20,843	)	62,542	$	(0.33	)

Diluted EPS
Effect of dilutive securities:
Stock options	—			—	—			—			—	—
Restricted stock	—			—	—			—			—	—
Stock warrants	—			—	—			—			—	—

Loss available to common stockholders before extraordinary item	$	(141,557	)	63,052	$	(2.25	)	$	(20,843	)	62,542	$	(0.33	)
Extraordinary item	(5,366		)	63,052	(0.08		)	—			—	—
Net loss available to common stockholders after extraordinary item	$	(146,923	)	63,052	$	(2.33	)	$	(20,843	)	62,542	$	(0.33	)

The following outstanding convertible preferred stock, stock options, and restricted stock for the three and six months ended June 30, 2009 and 2008, 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,
	2009	2008	2009	2008
	(In thousands)		(In thousands)
Convertible preferred stock	12,772	9,838	12,772	4,919
Stock options	2,568	2,113	2,575	1,234
Restricted stock	598	58	838	97

10. BUSINESS SEGMENTS

The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank and the Company overall. The Company had previously identified five operating segments for purposes of management reporting: retail banking, commercial lending,

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treasury, residential lending, and other. The Bank’s strategic focus has been shifting and evolving over the last several years which has influenced how the chief operating decision maker views the Company’s business operations and assesses its economic performance. Specifically, the Company’s business focus has culminated in a two-segment core business structure: Retail Banking and Commercial Banking. A third segment, which is comprised of a combination of previous operating segments—Treasury and Other, provides broad administrative support to these two core segments. As a result of this evolution in the Company’s strategic focus, the Company realigned its segment methodology during the first quarter of 2009, and identified these three business divisions as meeting the criteria of an operating segment in accordance with SFAS No. 131. The objective of combining certain segments under a new reporting structure was to better align the Company’s service structure with its customer base, and to provide a platform to more efficiently manage the complexities and challenges impacting the Company’s current business environment.

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 former residential lending segment has been combined with the Retail Banking segment due to the consumer-centric nature of the products and services offered by these two segments as well as the synergistic relationship between these two units in generating consumer mortgage loans. The remaining centralized functions, including the former Treasury segment, and eliminations of intersegment amounts have been aggregated and included in “Other.”

Given the significant decline in short-term and long-term interest rates since 2007, the Company reassessed its transfer pricing assumptions during the first quarter of 2009 to be consistent with its goal of growing core deposits and originating profitable, good credit quality loans. Changes to the Company’s funds transfer pricing assumptions were made with the intent to promote core deposit growth and, given the Bank’s recent credit experience, to better 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 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 assumptions and methodologies are approved by the Asset Liability Committee.

The changes in transfer pricing assumptions that the Company implemented during the first quarter of 2009 have not been reflected in the segment results for 2008 since these changes were adopted on a prospective basis. The Company has, however, performed a high level assessment of the impact of these transfer pricing assumption changes to the various operating segments. Based on this assessment, the Company determined that the full year impact of these changes was not significant overall, and would have been favorable to the segment pretax profit (loss) results for the Retail Banking and Commercial banking segments but unfavorable to the Other segment during 2008. Additionally, the changes in transfer pricing assumptions implemented during the first quarter of 2009 would not have altered the conclusion of our goodwill impairment test performed as of June 30, 2008, had these assumptions been retroactively implemented during the second quarter and first half of 2008.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Operating segment results are based on the Company’s internal management reporting process, which reflects assignments and allocations of capital, certain operating

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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 chargeoffs for the period as well as average loan volume 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.

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, 2009 and 2008:

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	Three Months Ended June 30, 2009
	Retail			Commercial
	Banking			Banking			Other			Total
	(In thousands)

Interest income	$	53,930		$	61,339		$	31,064		$	146,333
Charge for funds used	(16,395		)	(17,073		)	(51,959		)	(85,427		)
Interest spread on funds used	37,535			44,266			(20,895		)	60,906
Interest expense	(24,540		)	(4,566		)	(28,967		)	(58,073		)
Credit on funds provided	43,026			4,721			37,680			85,427
Interest spread on funds provided	18,486			155			8,713			27,354
Net interest income (expense)	$	56,021		$	44,421		$	(12,182	)	$	88,260

Provision for loan losses	$	45,263		$	106,159		$	—		$	151,422
Depreciation, amortization and accretion	2,927			1,006			1,832			5,765
Goodwill	320,566			16,872			—			337,438
Segment pretax profit (loss)	(28,275		)	(72,662		)	(46,336		)	(147,273		)
Segment assets	6,650,481			4,808,232			1,260,802			12,719,515

	Three Months Ended June 30, 2008
	Retail			Commercial
	Banking			Banking			Other			Total
	(In thousands)

Interest income	$	68,913		$	81,067		$	17,925		$	167,905
Charge for funds used	(31,500		)	(36,189		)	(31,414		)	(99,103		)
Interest spread on funds used	37,413			44,878			(13,489		)	68,802
Interest expense	(35,086		)	(3,263		)	(37,380		)	(75,729		)
Credit on funds provided	52,913			4,239			41,951			99,103
Interest spread on funds provided	17,827			976			4,571			23,374
Net interest income	$	55,240		$	45,854		$	(8,918	)	$	92,176

Provision for loan losses	$	19,926		$	65,074		$	—		$	85,000
Depreciation, amortization and accretion	3,807			210			806			4,823
Goodwill	320,436			17,138			—			337,574
Segment pretax profit (loss)	5,467			(29,577		)	(20,931		)	(45,041		)
Segment assets	6,041,185			5,127,452			616,263			11,784,900

	Six Months Ended June 30, 2009
	Retail			Commercial
	Banking			Lending			Treasury			Total
	(In thousands)

Interest income	$	108,940		$	124,398		$	57,918		$	291,256
Charge for funds used	(31,678		)	(32,103		)	(108,824		)	(172,605		)
Interest spread on funds used	77,262			92,295			(50,906		)	118,651
Interest expense	(51,548		)	(9,262		)	(62,505		)	(123,315		)
Credit on funds provided	84,765			9,321			78,519			172,605
Interest spread on funds provided	33,217			59			16,014			49,290
Net interest income (expense)	$	110,479		$	92,354		$	(34,892	)	$	167,941

Provision for loan losses	$	79,378		$	150,044		$	—		$	229,422
Depreciation, amortization and accretion	6,072			1,887			3,613			11,572
Goodwill	320,566			16,872			—			337,438
Segment pretax (loss) profit	(39,980		)	(79,567		)	(63,657		)	(183,204		)
Segment assets	6,650,481			4,808,232			1,260,802			12,719,515

	Six Months Ended June 30, 2008
	Retail			Commercial
	Banking			Lending			Treasury			Total
	(In thousands)

Interest income	$	144,959		$	174,117		$	36,013		$	355,089
Charge for funds used	(76,469		)	(87,985		)	(41,276		)	(205,730		)
Interest spread on funds used	68,490			86,132			(5,263		)	149,359
Interest expense	(77,088		)	(7,359		)	(78,847		)	(163,294		)
Credit on funds provided	117,520			9,881			78,329			205,730
Interest spread on funds provided	40,432			2,522			(518		)	42,436
Net interest income	$	108,922		$	88,654		$	(5,781	)	$	191,795

Provision for loan losses	$	47,788		$	92,212		$	—		$	140,000
Depreciation, amortization and accretion	7,064			431			2,608			10,103
Goodwill	320,436			17,138			—			337,574
Segment pretax profit (loss)	3,792			(22,474		)	(18,717		)	(37,399		)
Segment assets	6,041,185			5,127,452			616,263			11,784,900

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11. SUBSEQUENT EVENTS

Exchange of Series A Preferred Stock for Common Stock

On July 7, 2009, the Company completed the exchange of approximately 90 thousand shares of Series A preferred stock into 8.1 million shares of common stock. The Company had previously entered into binding agreements with certain shareholders on June 29 and June 30, 2009 in connection with this exchange. The exchange ratio for this transaction was 90 shares of common stock for each share of Series A preferred stock.

Additionally, the Company has entered into separate agreements at the same exchange ratio with two other shareholders to exchange a total of 20,466 shares of Series A preferred stock for 1,841,940 shares of common stock. Both of these transactions were entered into and completed in July 2009.

As a result of these exchange transactions, the Company’s tangible common equity increased by an aggregate of $ 107.5 million net of original stock issuance costs.

Private Sales of Common Stock

On July 14, 2009, in private placement transactions, two customers of the Company purchased 5,000,000 newly issued shares of the Company’s common stock at a price of $5.50 per share, increasing tangible common equity by $26.0 million net of stock issuance costs. The investors will have the right to register these shares for resale to the public, but have agreed not to sell any of these shares until October 21, 2009 without the Company’s consent.

Public Offering of Common Stock

On July 20, 2009, the Company announced a public offering of 11 million shares of its common stock priced at $6.35. The underwriter also exercised its option to purchase an additional 1.65 million shares of the Company’s common stock. The Company received net proceeds of approximately $76.7 million, net of stock issuance costs, in conjunction with this common stock offering.

Dividend Payout

On July 15, 2009, 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 is payable on or about August 1, 2009 to shareholders of record as of July 15, 2009. Additionally, on July 15, 2009, the Board declared a dividend of $0.01 per share on the Company’s common stock payable on or about August 26, 2009 to shareholders of record as of August 12, 2009.

The Board has also authorized the payment of third quarter dividends on the Company’s Series B Preferred Stock to be paid on August 15, 2009.

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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, 2008, 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, financial information that is 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 areas which require 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;

· allowance for loan losses;

· other real estate owned;

· loan sales;

· goodwill impairment; and

· share-based compensation

Our significant accounting policies are described in greater detail in our 2008 Annual Report on Form 10-K in the “Critical Accounting Policies” section of Management’s Discussion and Analysis 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

During the second quarter of 2009, we continued to sustain losses brought about by the prolonged recessionary climate and the downturn in the real estate market. As a result of our aggressive stance in managing our problem assets, we recorded a net loss of $92.1 million or $(1.83) per share, largely due to $151.4 million in loan loss provisions and $37.4 million in other than temporary impairment (“OTTI”) losses on our trust preferred securities. Despite the ongoing economic challenges, we ended the quarter with record assets, record deposits, and strong levels of both capital and allowance

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for loan losses. Our core profitability and liquidity position also remain strong, and our net interest margin has notably improved.

During the second quarter of 2009, we made significant strides in managing down our problem assets with sizeable reductions in nonaccrual loans, delinquent loans, and other real estate owned (“OREO”). Total nonaccrual loans decreased 35% to $162.2 million as of June 30, 2009 from $248.0 million as of March 31, 2009 and 24% from $214.6 million as of December 31, 2008. Similarly, total loans delinquent 30 or more days decreased by 39% or $188.0 million as of June 30, 2009 relative to March 31, 2009. The decrease in problem assets is primarily due to the sale, payoff and resolution of problem assets. We have also noted fewer migrations into the nonaccrual and delinquency categories. During the second quarter of 2009, we sold $166.3 million in loans and $55.8 million in OREO properties. Our proactive actions to identify and manage our problem assets have resulted in elevated chargeoff levels throughout 2008 and the first half of 2009. Total net chargeoffs amounted to $133.9 million during the second quarter of 2009, compared to $59.6 million and $34.8 million during the first quarter of 2009 and second quarter of 2008, respectively. At June 30, 2009, the allowance for loan losses amounted to $223.7 million or 2.62% of total gross loans, compared to $195.5 million or 2.42% as of March 31, 2009, and $178.0 million or 2.16% as of December 31, 2008. We recorded $151.4 million in loan loss provisions during the second quarter of 2009, compared to $78.0 million and $85.0 million recorded during the first quarter of 2009 and second quarter of 2008, respectively.

Nonperforming assets totaled $189.4 million representing 1.49% of total assets at June 30, 2009. This compares to $286.6 million or 2.28% at March 31, 2009 and $252.9 million or 2.04% of total assets at December 31, 2008. Nonperforming assets as of June 30, 2009 are comprised of nonaccrual loans totaling $162.2 million and other real estate owned totaling $27.2 million. Included in nonaccrual loans as of June 30, 2009 are loans totaling $14.7 million which were not 90 days past due as of June 30, 2009, but have been classified as nonaccrual due to concerns surrounding collateral values and future collectibility. The decrease in nonperforming assets at June 30, 2009, relative to March 31, 2009, was largely due to a decline in nonaccrual loans of $85.8 million. We also had $89.5 million and $11.0 million in total performing restructured loans as of June 30, 2009 and December 31, 2008, respectively, that were excluded from nonperforming assets. Included in the $89.5 million total restructured loans as of June 30, 2009 were $77.2 million in performing A/B notes. In A/B note restructurings, the original loan is bifurcated into two notes where the A note represents the portion of the original loan which allows for acceptable loan-to-value and debt coverage on the collateral and is expected to be collected in full and the B note represents the portion of the original loan which is the shortfall in value and is fully charged off. The A/B notes balance as of June 30, 2009 is comprised of A note balances only. The A notes are performing loans at market interest rates with adequate collateral and cash flow and are accruing interest. In accordance with generally accepted accounting principles, A notes must be disclosed as troubled debt restructurings until the beginning of the next fiscal year.

In addition to the loan loss provision of $151.4 million posted during the second quarter of 2009, we also recorded $37.4 million in OTTI losses on our pooled trust preferred securities prompted by diminishing collateral values, deteriorating cash flows, and increased deferrals and defaulted payments from many small banks that issued these instruments. As a result of these developments, all, but one, of our pooled trust preferred securities were downgraded to below investment grade status during the second quarter of 2009. Other notable factors that negatively impacted earnings during the quarter ended June 30, 2009 are $5.7 million in FDIC special assessments and $8.7 million in OREO expenses. Excluding all of these items, our core pretax operating income before extraordinary item was $56.0 million for the second quarter of 2009. This compares to $49.3 million and $50.4 million in core pretax operating earnings during the first quarter of 2009 and second quarter of 2008, respectively. We believe that core pretax operating income is a strong indicator of our stable core earnings. A reconciliation of our loss before benefit from income taxes to core pretax operating income is as follows:

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	Three Months Ended
	June 30, 2009			March 31, 2009			June 30, 2008
	(In thousands)
Loss before benefit for income taxes	$	(147,273	)	$	(35,931	)	$	(45,041	)
Add:
Provision for loan losses	151,422			78,000			85,000
Impairment loss on investment securities	37,447			200			9,945
FDIC special assessment	5,700			—			—
Other real estate owned expense	8,682			7,031			508
Core pre-tax operating income	$	55,978		$	49,300		$	50,412

Net interest income amounted to $88.3 million during the quarter ended June 30, 2009, compared with $79.7 million during the first quarter of 2009 and $92.2 million during the second quarter of 2008. Our net interest margin increased 24 basis points to 2.98% during the second quarter of 2009 relative to 2.74% during the first quarter of 2009. The increase in our net interest margin from the first quarter can be attributed to the maturation of higher cost CDs, new core deposits at lower costs, the maturity and paydown of FHLB advances, the impact from the desecuritization, and higher yields realized on investable funds and new loans. Compared to the second quarter 2008 net interest margin of 3.33%, our net interest margin for the second quarter of 2009 decreased 35 basis points. This is primarily a result of the sharp decline in interest rates prompted by several consecutive Federal Reserve rate cuts and the reversal of interest from nonaccrual loans. We anticipate our net interest margin to increase during the remainder of 2009 as we continue to increase our core deposit base and pay down higher cost FHLB advances.

Total noninterest loss amounted to $(26.2) million during the second quarter of 2009, compared with noninterest income of $13.8 million during the first quarter of 2009 and $3.4 million during the second quarter of 2008. The decrease in noninterest income during the second quarter of 2009 is primarily due to $37.4 million in OTTI losses on trust preferred securities recorded during the second quarter of 2009, compared with only $200 thousand and $9.9 million in such losses recorded during the first quarter of 2009 and the second quarter of 2008, respectively. Core noninterest income amounted to $9.5 million during the second quarter of 2009, compared with $10.4 million and $9.6 million recorded during the first quarter of 2009 and the second quarter of 2008, respectively. A reconciliation of our noninterest income to core noninterest income is as follows:

	Three Months Ended
	June 30, 2009			March 31, 2009			June 30, 2008
	(In thousands)
Noninterest (loss) income	$	(26,199	)	$	13,794		$	3,438
Add:
Impairment loss on investment securities	37,447			200			9,945
Subtract:
Net gain on sale of investment securities	(1,680		)	(3,521		)	(3,433		)
Net gain on fixed assets	(25		)	(25		)	(86		)
Net gain on sale of loans	(3		)	(8		)	(273		)
Core noninterest income	$	9,540		$	10,440		$	9,591

Total noninterest expense amounted to $57.9 million during the second quarter of 2009, compared with $51.4 million and $55.7 million recorded during the first quarter of 2009 and the second quarter of 2008, respectively. The increase in noninterest expense is primarily due to higher OREO expenses and credit cycle related expenses as well as higher deposit insurance premiums and regulatory assessments. Our efficiency ratio, which represents noninterest expense (excluding amortization and/or impairment losses on intangible assets and investments in affordable housing partnerships) divided by the aggregate of net interest income before provision for loan losses and noninterest income, excluding

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impairment losses on investment securities, was 55.12% during the second quarter of 2009 compared with 51.80% during the first quarter of 2009 and 48.62% during the second quarter of 2008. We will continue to explore various cost management opportunities during the remainder of 2009.

Total consolidated assets at June 30, 2009 increased to $12.72 billion, compared with $12.42 billion at December 31, 2008. The net increase in total assets is comprised predominantly of increases of held-to-maturity investment securities of $672.5 million, short-term investments of $325.9 million and net loans receivable of $219.9 million. These increases were partially offset by decreases in cash and cash equivalents of $305.7 million and available-for-sale investment securities of $658.4 million. Total liabilities increased 3% to $11.24 billion as of June 30, 2009, compared to $10.87 billion as of December 31, 2008. The net increase in liabilities is primarily due to an increase in total deposits of $516.9 million, partially offset by a decrease in FHLB advances of $180.1 million.

Total average assets increased to $12.62 billion during the second quarter of 2009, compared to $12.50 billion and $11.77 billion during the first quarter of 2009 and the second quarter of 2008, respectively. Growth in average short-term investments and average held-to-maturity investment securities accounted for the majority of the increase in total average assets during the first two quarters of 2009 relative to the second quarter of 2008. The increases in average short-term investments and held-to-maturity investment securities can be attributed to proceeds received in conjunction with our issuance of Series B preferred stock during December 2008, notable increases in our deposit base during the first two quarters of 2009, as well as the reinvestment of a portion of our loan payoffs into short-term securities and investment securities. Total average deposits grew to $8.44 billion during the second quarter of 2009, compared to $8.31 billion and $7.50 billion during the first quarter of 2009 and the second quarter of 2008, respectively, with the largest increases coming from money market accounts and time deposits.

During the second quarter of 2009, we continued to experience strong deposit growth with total deposits increasing to a record $8.66 billion as of June 30, 2009, representing a 6% or $516.9 million, increase over year-end 2008. This increase in total deposits was predominantly due to a 20% or $671.1 million increase in our core deposit base as of June 30, 2009 relative to December 31, 2008. Since mid-2008, we have experienced strong deposit momentum through both our retail branch network and our commercial deposit platforms despite volatile and challenging market conditions. As a result of this increase in core deposits, we were able to pay down higher cost FHLB advances which decreased $180.0 million or 13% to $1.17 billion as of June 30, 2009. We intend to pay down maturing FHLB advances totaling $450.0 million throughout the remainder of 2009. These FHLB advances currently have interest rates ranging from 4% to over 5%. Our cost of deposits has steadily declined in conjunction with the growth of our core deposit base, decreasing 34 basis points to 1.47% during the second quarter of 2009, relative to the first quarter of 2009, and decreasing 67 basis points since the quarter ended December 31, 2008. Similarly, our cost of funds decreased 32 basis points to 2.12% during the second quarter of 2009, from 2.44% for the first quarter of 2009, and decreased 65 basis points since the quarter ended December 31, 2008.

Our liquidity position continues to get even stronger. Our total borrowing capacity and holdings of cash and cash equivalents and short-term investments increased to $3.97 billion as of June 30, 2009, compared to $3.94 billion as of March 31, 2009 and $3.57 billion as of December 31, 2008. As of June 30, 2009, we had $573.1 million in cash and cash equivalents, $554.3 million in short-term investments, and approximately $2.85 billion in available borrowing capacity from various sources including the Federal Home Loan Bank, the Federal Reserve Bank, and federal funds facilities with several financial institutions. We believe that our liquidity position is more than sufficient to meet our operating expenses, borrowing needs and other obligations.

Despite the large net loss posted during the second quarter of 2009, we continue to significantly exceed well capitalized requirements under all regulatory guidelines. However, in light of the

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challenging economic environment, we recognize the importance of building capital and preparing for a potentially more severe economic cycle. Although the Bank was not subject to the Supervisory Capital Assessment Program (“SCAP”) stress test that many large banks recently underwent, we conducted our own comprehensive stress test to assess our sensitivity to even more severe economic conditions. Utilizing loss scenarios similar to those set forth in the public release of the SCAP stress test, we applied the “more adverse” guidelines to our loan and investment portfolios. Based on the results of our simulated stress test, we would continue to be more than well capitalized under all regulatory guidelines. Our stress test indicated that with an additional $101 million in tangible equity, we would have sufficient tangible common equity to maintain a tangible common equity to risk weighted assets ratio of 4.00% even in a more severe economic environment.

In response to the recommendation derived from our simulated stress test, we undertook several initiatives in conjunction with an overall comprehensive capital plan to boost our tangible common capital during the second quarter of 2009. In May 2009, we desecuritized our own private-label mortgage backed securities, increasing tangible common equity by $30.6 million. In June 2009 and July 2009, we exchanged an aggregate of approximately 111 thousand shares of Series A preferred stock for approximately 10 million shares of our common stock, resulting in $107.5 million of additional tangible common equity net of original stock issuance costs. In July 2009, we entered into private placement transactions to sell 5 million newly issued shares of common stock at a price of $5.50 per share increasing tangible common equity by $26.0 million net of stock issuance costs. Also in July 2009, we completed a public offering of 12.65 million shares of our common stock for which the Company received total proceeds of approximately $76.7 million net of stock issuance costs. These combined actions raised our tangible common equity level by $240.8 million, well above the cushion recommended under our simulated stress test. With this capital cushion, we believe we are well positioned to withstand the prolonged economic downturn and challenging credit environment. As of June 30, 2009, our total risk-based capital ratio was 14.28% or $447.4 million more than the 10.00% regulatory requirement for well-capitalized banks. Our Tier 1 risk-based capital ratio of 12.25% and our Tier 1 leverage ratio of 10.38% as of June 30, 2009 also significantly exceeded regulatory guidelines for well-capitalized banks.

As of June 30, 2009, we updated our goodwill impairment analysis to determine whether and to what extent our goodwill asset was impaired. As a result of this updated analysis, we determined that there was no goodwill impairment at June 30, 2009.

On April 27, 2009, the Board of Directors authorized a further reduction in our common stock dividend to $0.01 per share commencing in the second quarter of 2009, as compared with $0.02 per share paid during the first quarter of 2009 and the $0.10 per share paid in quarters previous to 2009. Despite our strong capital position, we believe the reduction in our common stock dividend payout to be both a responsible and prudent decision to preserve capital during this period of prolonged economic uncertainty. The Board of Directors has declared third quarter dividends on our common stock and remaining Series A preferred stock. We will review our dividend policy quarterly in light of the current economic environment.

We continue to explore opportunities for growth and expansion. During the second quarter of 2009, we obtained approval to open a Representative Office in Taipei. Our growing physical presence in Asia includes a full service branch in Hong Kong and Representative Offices in Beijing and Shanghai. With our increasing presence in Asia, we will be better able to facilitate our customers’ lending and overall banking needs. Additionally, during the second quarter of 2009, we successfully launched a global foreign exchange initiative and built a foreign exchange trading platform to further expand our international banking services. We have also embraced “Green” initiatives and have partnered with organizations including the Los Angeles Lakers, Southern California Edison, and Sempra Energy to support programs that foster conservation and efficient energy usage. These partnerships have raised our visibility on our “Green” initiatives and resulted in many new lending and deposit relationships.

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Results of Operations

Net loss after the extraordinary item for the second quarter of 2009 totaled $(92.1) million, compared with net loss of $(25.9) million for the second quarter of 2008. On a per basic and diluted share basis, net loss was $(1.83) and $(0.41) during the second quarters of 2009 and 2008, respectively. During the second quarter of 2009, our operating results were significantly impacted by $151.4 million in loan loss provisions and $37.4 million in credit-related impairment loss on investment securities, partially offset by a $60.5 million benefit from income taxes. In comparison, we recorded $85.0 million in loan loss provisions and $9.9 million in impairment losses on investment securities, partially offset by a $19.2 million benefit from income taxes. Our annualized return on average total assets decreased to (2.92%) for the quarter ended June 30, 2009, from (0.88%) for the same period in 2008. The annualized return on average stockholders’ equity decreased to (43.81%) for the second quarter of 2009, compared with (8.48%) for the second quarter of 2008.

EAST WEST BANCORP INC - Quarter Report: 2009 June (Form 10-Q)

FORM 10-Q

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Forward-Looking Statements

For Six Months Ended June 30, 2009 and 2008