EAST WEST BANCORP INC - Quarter Report: 2013 June (Form 10-Q)

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, 2013

¨	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 ¨

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 x No ¨

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

Large accelerated filer x		Accelerated filer o

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: 137,742,433 shares of common stock as of July 31, 2013.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION			4

	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4

		Notes to Condensed Consolidated Financial Statements (Unaudited)	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	63

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	89

	Item 4.	Controls and Procedures	89

PART II - OTHER INFORMATION			90

	Item 1.	Legal Proceedings	90

	Item 1A.	Risk Factors	90

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90

	Item 3.	Defaults Upon Senior Securities	90

	Item 4.	Mine Safety Disclosures	90

	Item 5.	Other Information	91

	Item 6.	Exhibits	91

SIGNATURE			91

Table of Contents

Forward-Looking Statements

Certain matters discussed in this Quarterly Report contain or incorporate statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Exchange Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language, such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases, such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including, but not limited to, those described in the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to:

· our ability to manage the loan portfolio acquired from FDIC-assisted acquisitions within the limits of the loss protection provided by the FDIC;

· changes in our borrowers’ performance on loans;

· changes in the commercial and consumer real estate markets;

· changes in our costs of operation, compliance and expansion;

· changes in the U.S. economy, including inflation;

· changes in government interest rate policies;

· changes in laws or the regulatory environment;

· changes in the economy of and monetary policy in the People’s Republic of China;

· changes in critical accounting policies and judgments;

· changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies;

· changes in the equity and debt securities markets;

· changes in competitive pressures on financial institutions;

· effect of additional provision for loan losses;

· fluctuations of our stock price;

· success and timing of our business strategies;

· impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity;

· impact of the European debt crisis;

· impact of potential federal tax increases and spending cuts;

· impact of adverse judgments or settlements in litigation against the Company;

· 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 2012 Form 10-K under the heading “ITEM 1A. RISK FACTORS” and the information set forth under “RISK FACTORS” in this Form 10-Q. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

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PART I — FINANCIAL INFORMATION

EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	June 30,			December 31,
	2013			2012
ASSETS
Cash and cash equivalents	$	1,050,214		$	1,323,106
Short-term investments	330,438			366,378
Securities purchased under resale agreements	1,450,000			1,450,000
Investment securities available-for-sale, at fair value (with amortized cost of $2,704,652 at June 30, 2013 and $2,599,018 at December 31, 2012)	2,667,172			2,607,029
Loans held for sale	245,026			174,317
Loans receivable, excluding covered loans (net of allowance for loan losses of $233,480 at June 30, 2013 and $229,382 at December 31, 2012)	13,264,215			11,710,190
Covered loans (net of allowance for loan losses of $9,629 at June 30, 2013 and $5,153 at December 31, 2012)	2,504,315			2,935,595
Total loans receivable, net	15,768,530			14,645,785
FDIC indemnification asset	219,942			316,313
Other real estate owned, net	21,433			32,911
Other real estate owned covered, net	29,836			26,808
Total other real estate owned	51,269			59,719
Investment in Federal Home Loan Bank stock, at cost	86,139			107,275
Investment in Federal Reserve Bank stock, at cost	48,111			48,003
Investment in affordable housing partnerships	176,588			185,645
Premises and equipment, net	111,762			107,517
Accrued interest receivable	109,822			94,837
Due from customers on acceptances	21,573			28,612
Premiums on deposits acquired, net	51,501			56,285
Goodwill	337,438			337,438
Cash surrender value of life insurance policies	111,531			110,133
Other assets	471,350			517,718
TOTAL	$	23,308,406		$	22,536,110

LIABILITIES AND STOCKHOLDERS’ EQUITY
Customer deposit accounts:
Noninterest-bearing	$	5,128,894		$	4,535,877
Interest-bearing	14,153,313			13,773,477
Total deposits	19,282,207			18,309,354
Federal Home Loan Bank advances	314,022			312,975
Securities sold under repurchase agreements	995,000			995,000
Other borrowings	—			20,000
Bank acceptances outstanding	21,573			28,612
Long-term debt	137,178			137,178
Accrued expenses and other liabilities	300,475			350,869
Total liabilities	21,050,455			20,153,988

COMMITMENTS AND CONTINGENCIES (Note 12)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized; Series A, non-cumulative convertible, 200,000 shares issued; no shares outstanding as of June 30, 2013 and 85,710 shares outstanding in 2012.	—			83,027
Common stock, $0.001 par value, 200,000,000 shares authorized; 162,999,534 and 157,160,193 shares issued in 2013 and 2012, respectively; 137,705,407 and 140,294,092 shares outstanding in 2013 and 2012, respectively	163			157
Additional paid in capital	1,558,415			1,464,739
Retained earnings	1,252,812			1,151,828
Treasury stock, at cost – 25,294,127 shares in 2013 and 16,866,101 shares in 2012	(531,761		)	(322,298		)
Accumulated other comprehensive (loss) income, net of tax	(21,678		)	4,669
Total stockholders’ equity	2,257,951			2,382,122
TOTAL	$	23,308,406		$	22,536,110

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees	$	234,290		$	238,036		$	451,449		$	459,075
Investment securities	9,594			16,913			19,804			38,145
Securities purchased under resale agreements	5,435			4,758			10,964			9,072
Investment in Federal Home Loan Bank stock	1,021			167			1,550			387
Investment in Federal Reserve Bank stock	721			714			1,441			1,427
Due from banks and short-term investments	4,292			5,774			8,568			12,306
Total interest and dividend income	255,353			266,362			493,776			520,412

INTEREST EXPENSE
Customer deposit accounts	15,738			19,177			32,592			39,341
Federal funds purchased	—			—			—			2
Federal Home Loan Bank advances	1,047			1,353			2,086			3,495
Securities sold under repurchase agreements	10,217			11,591			20,746			23,313
Long-term debt	707			1,084			1,417			2,186
Total interest expense	27,709			33,205			56,841			68,337

Net interest income before provision for loan losses	227,644			233,157			436,935			452,075
Provision for loan losses, excluding covered loans	8,277			16,595			7,515			33,074
Provision for (reversal of) loan losses on covered loans	723			(1,095		)	5,812			526
Net interest income after provision for loan losses	218,644			217,657			423,608			418,475

NONINTEREST (LOSS) INCOME
Impairment loss on investment securities	—			—			—			(5,165		)
Less: Noncredit-related impairment loss recorded in other comprehensive income	—			—			—			5,066
Net impairment loss on investment securities recognized in earnings	—			—			—			(99		)
Decrease in FDIC indemnification asset and receivable	(47,905		)	(40,345		)	(79,804		)	(45,763		)
Branch fees	8,119			7,821			15,773			15,484
Net gain on sales of investment securities	5,345			71			10,922			554
Net gain on sale of fixed assets	228			37			352			73
Letters of credit fees and commissions	5,426			4,538			10,488			8,813
Foreign exchange income	3,649			563			5,985			2,359
Ancillary loan fees	2,634			2,188			4,686			4,196
Income from life insurance policies	900			959			1,868			1,949
Net (loss) gain on sales of loans	(354		)	6,375			(260		)	11,554
Other operating income	9,604			6,138			15,537			10,965
Total noninterest (loss) income	(12,354		)	(11,655		)	(14,453		)	10,085

NONINTEREST EXPENSE
Compensation and employee benefits	42,026			42,863			87,757			89,272
Occupancy and equipment expense	13,706			13,057			27,514			26,575
Amortization of investments in affordable housing partnerships and other investments	5,064			4,425			9,347			8,891
Amortization of premiums on deposits acquired	2,375			2,838			4,784			5,711
Deposit insurance premiums and regulatory assessments	3,875			3,323			7,657			7,315
Loan related expenses	3,573			4,175			7,157			8,656
Other real estate owned (gain on sale) expense	(1,188		)	4,486			(2,172		)	15,351
Legal expense	5,467			4,150			9,911			11,323
Prepayment penalty for FHLB advances	—			2,336			—			3,657
Data processing	2,200			2,197			4,637			4,661
Deposit related expenses	1,516			1,657			3,090			3,084
Consulting expense	1,003			1,568			1,457			3,035
Other operating expenses	14,803			14,533			29,636			28,840
Total noninterest expense	94,420			101,608			190,775			216,371

INCOME BEFORE PROVISION FOR INCOME TAXES	111,870			104,394			218,380			212,189
PROVISION FOR INCOME TAXES	37,855			33,837			72,274			73,549
NET INCOME	74,015			70,557			146,106			138,640
PREFERRED STOCK DIVIDENDS	1,714			1,714			3,428			3,428
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	72,301		$	68,843		$	142,678		$	135,212

EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS
BASIC	$	0.52		$	0.48		$	1.03		$	0.93
DILUTED	$	0.52		$	0.47		$	1.03		$	0.92
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC	137,536			142,107			137,592			143,727
DILUTED	137,816			147,786			141,573			149,414

DIVIDENDS DECLARED PER COMMON SHARE	$	0.15		$	0.10		$	0.30		$	0.20

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income	$	74,015		$	70,557		$	146,106		$	138,640
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on investment securities available-for-sale:
Unrealized holding (losses) gains arising during period	(24,770		)	1,002			(20,029		)	21,272
Reclassification adjustment for net gains included in net income	(3,100		)	(41		)	(6,335		)	(321		)
Noncredit-related impairment loss on securities	—			—			—			(2,938		)
Unrealized gains (losses) on other investments	7			(6		)	17			4
Reclassification adjustment for net gains included in net income	—			—			—			—
Other comprehensive (loss) income	(27,863		)	955			(26,347		)	18,017
COMPREHENSIVE INCOME	$	46,152		$	71,512		$	119,759		$	156,657

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

			Additional					Additional								Accumulated
			Paid In					Paid In								Other
			Capital					Capital								Comprehensive			Total
	Preferred		Preferred			Common		Common		Retained			Treasury			Income (Loss),			Stockholders’
	Stock		Stock			Stock		Stock		Earnings			Stock			Net of Tax			Equity
BALANCE, JANAURY 1, 2012	$	—	$	83,027		$	157	$	1,443,883	$	934,617		$	(116,001	)	$	(33,940	)	$	2,311,743
Net income										138,640									138,640
Other comprehensive income																18,017			18,017
Stock compensation costs								7,773											7,773
Tax benefit from stock compensation plans, net								157											157
Issuance of 274,430 shares of common stock pursuant to various stock compensation plans and agreements								2,678											2,678
Cancellation of 108,662 shares of common stock due to forfeitures of issued restricted stock								1,870					(1,870		)				—
63,636 shares of restricted stock surrendered due to employee tax liability													(1,396		)				(1,396		)
Preferred stock dividends										(3,428		)							(3,428		)
Common stock dividends										(29,294		)							(29,294		)
Purchase of 6,784,227 shares of treasury stock pursuant to the Stock Repurchase Program													(149,950		)				(149,950		)
BALANCE, JUNE 30, 2012	$	—	$	83,027		$	157	$	1,456,361	$	1,040,535		$	(269,217	)	$	(15,923	)	$	2,294,940

BALANCE, JANAURY 1, 2013	$	—	$	83,027		$	157	$	1,464,739	$	1,151,828		$	(322,298	)	$	4,669		$	2,382,122
Net income										146,106									146,106
Other comprehensive loss																(26,347		)	(26,347		)
Stock compensation costs								5,898											5,898
Tax benefit from stock compensation plans, net								2,803											2,803
Issuance of 245,261 shares of common stock pursuant to various stock compensation plans and agreements								1,150											1,150
Cancellation of 44,793 shares of common stock due to forfeitures of issued restricted stock								804					(804		)				—
356,426 shares of restricted stock surrendered due to employee tax liability													(8,667		)				(8,667		)
Preferred stock dividends										(3,428		)							(3,428		)
Common stock dividends										(41,694		)							(41,694		)
Conversion of 85,710 shares of Series A preferred stock into 5,594,080 shares of common stock			(83,027		)	6		83,021											—
Purchase of 8,026,807 shares of treasury stock pursuant to the Stock Repurchase Program													(199,992		)				(199,992		)
BALANCE, JUNE 30, 2013	$	—	$	—		$	163	$	1,558,415	$	1,252,812		$	(531,761	)	$	(21,678	)	$	2,257,951

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,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	146,106		$	138,640
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,785			39,711
(Accretion) of discount and amortization of premiums, net	(104,247		)	(96,885		)
Decrease in FDIC indemnification asset and receivable	79,804			45,763
Stock compensation costs	5,898			7,773
Deferred tax expense (benefit)	320			(19,868		)
Provision for loan losses	13,327			33,600
Impairment on other real estate owned	2,153			10,541
Net gain on sales of investment securities, loans and other assets	(16,512		)	(14,854		)
Prepayment penalty for Federal Home Loan Bank advances, net	—			3,657
Originations and purchases of loans held for sale	(71,572		)	(34,716		)
Proceeds from sales of loans held for sale	6,272			—
Net proceeds from FDIC shared-loss agreements	42,494			63,077
Net change in accrued interest receivable and other assets	55,158			(67,820		)
Net change in accrued expenses and other liabilities	(43,579		)	(43,142		)
Other net operating activities	(4,671		)	(2,007		)
Total adjustments	11,630			(75,170		)
Net cash provided by operating activities	157,736			63,470
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in:
Loans	(679,359		)	184,443
Short-term investments	35,940			(192,880		)
Federal funds sold	—			(30,000		)
Purchases of:
Securities purchased under resale agreements	(300,000		)	(200,000		)
Investment securities available-for-sale	(699,650		)	(482,500		)
Loans receivable	(466,715		)	(239,272		)
Premises and equipment	(10,328		)	(3,405		)
Investments in affordable housing partnerships	(16,683		)	(34,128		)
Proceeds from sale of:
Investment securities available-for-sale	325,721			1,097,270
Loans receivable	55,129			58,205
Loans held for sale originated for investment	—			199,435
Other real estate owned	38,677			59,814
Premises and equipment	352			11
Repayments, maturities and redemptions of investment securities available-for-sale	262,074			606,704
Paydowns, maturities and termination of securities purchased under resale agreements	300,000			311,434
Redemption of Federal Home Loan Bank stock	21,136			12,674
Other net investing activities	(108		)	(236		)
Net cash (used in) provided by investing activities	(1,133,814		)	1,347,569
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in:
Deposits	972,853			(110,498		)
Short-term borrowings	(20,000		)	(25,208		)
Proceeds from:
Issuance of common stock pursuant to various stock plans and agreements	1,150			2,678
Payment for:
Repayment of FHLB advances	—			(57,616		)
Modification of Federal Home Loan Bank advances	—			(37,678		)
Repurchase of shares of treasury stock pursuant to the Stock Repurchase Plan	(199,992		)	(149,950		)
Cash dividends	(44,961		)	(32,642		)
Other net financing activities	(5,864		)	(1,239		)
Net cash provided by (used in) financing activities	703,186			(412,153		)
Effect of exchange rate changes on cash and cash equivalents	—			(457		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(272,892		)	998,429
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,323,106			1,431,185
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,050,214		$	2,429,614
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	58,336		$	73,938
Income tax payments, net of refunds	92,096			185,729
Noncash investing and financing activities:
Loans transferred to loans held for sale, net	19,125			21,317
Transfers to other real estate owned	29,782			54,478
Conversion of preferred stock to common stock	83,027			—
Loans to facilitate sales of other real estate owned and short sales	139			850
Loans to facilitate sales of loans	—			638

See accompanying notes to condensed consolidated financial statements.

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EAST WEST BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of East West Bancorp, Inc. (referred to herein on an unconsolidated basis as “East West” and on a consolidated basis as the “Company”) and its wholly-owned subsidiaries, East West Bank and subsidiaries (“East West Bank” or the “Bank”) and East West Insurance Services, Inc. Intercompany transactions and accounts have been eliminated in consolidation. East West also has seven wholly-owned subsidiaries that are statutory business trusts (the “Trusts”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, the Trusts are not consolidated into the accounts of East West Bancorp, Inc.

The interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments that, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three months and six months ended June 30, 2013 are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Events subsequent to the condensed consolidated balance sheet date have been evaluated through the date the financial statements are issued for inclusion in the accompanying financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Standards

In October 2012, the FASB issued ASU 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution. ASU 2012-06 clarifies the applicable guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution. The standard instructs that when a reporting entity recognizes an indemnification asset, it should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement. The amended guidance is effective for interim and annual periods beginning on or after December 15, 2012. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements, as the Company had applied this methodology prior to the issuance of this ASU.

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that the scope of ASU 2011-01 applies to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. The amended guidance is effective for interim and annual periods beginning on or after January 1, 2013. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. The Company did include additional disclosure in the notes to the condensed consolidated financial statements to comply with the requirements of the ASU.

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In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 enhances the reporting of reclassifications out of accumulated other comprehensive income by requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. The amendments are effective for interim and annual periods beginning on or after December 15, 2012. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. The Company did include additional disclosure in the notes to the condensed consolidated financial statements to comply with the requirements of the ASU.

In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. ASU 2013-10 permits the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate (“LIBOR”). ASU 2013-10 is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company does not expect the adoption of this guidance to have a material effect on the Company’s condensed consolidated financial statements.

NOTE 3 — FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market and income approaches. Based on these approaches, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy noted below. The hierarchy is based on the quality and reliability of the information used to determine fair values. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

· Level 1 — Quoted prices for identical instruments that are highly liquid, observable and actively traded in over-the-counter markets. Level 1 financial instruments typically include U.S. Treasury securities.

· Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 2 financial instruments typically include U.S. Government debt and agency mortgage-backed securities, municipal securities, corporate debt securities, single issuer trust preferred securities, equity swap agreements, foreign exchange options and interest rate swaps.

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· 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 is not solely based on observable market inputs and requires management judgment or estimation. This category typically includes pooled trust preferred securities, impaired loans, other real estate owned (“OREO”) and derivatives payable.

The Company records investment securities available-for-sale, equity swap agreements, derivative liabilities, foreign exchange options, interest rate swaps and short-term foreign exchange contracts at fair value on a recurring basis. Certain other assets such as impaired loans, other real estate owned, loans held for sale, goodwill, premiums on acquired deposits and other investments are recorded at fair value on a nonrecurring basis. Nonrecurring fair value measurements typically involve assets that are periodically evaluated for impairment and for which any impairment is recorded in the period in which the remeasurement is performed.

In determining the appropriate hierarchy levels, the Company performs a detailed analysis of assets and liabilities that are subject to fair value disclosure. The following tables present both financial and nonfinancial assets and liabilities that are measured at fair value on a recurring and nonrecurring basis. These assets and liabilities are reported on the condensed consolidated balance sheets at their fair values as of June 30, 2013 and December 31, 2012. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. There were no transfers for assets measured on a recurring basis in and out of Levels 1 and 3 or Levels 2 and 3 during the first six months of 2013 and 2012.

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	Assets (Liabilities) Measured at Fair Value on a Recurring Basis
	as of June 30, 2013
				Quoted Prices in		Significant
	Fair Value			Active Markets		Other			Significant
	Measurements			for Identical		Observable			Unobservable
	June 30,			Assets		Inputs			Inputs
	2013			(Level 1)		(Level 2)			(Level 3)
	(In thousands)
Investment securities available-for-sale:
U.S. Treasury securities	$	515,762		$	515,762	$	—		$	—
U.S. Government agency and U.S. Government sponsored enterprise debt securities	250,255			—		250,255			—
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities	134,248			—		134,248			—
Residential mortgage-backed securities	996,517			—		996,517			—
Municipal securities	229,273			—		229,273			—
Other residential mortgage-backed securities:
Investment grade	15,202			—		15,202			—
Other commercial mortgage-backed securities:
Investment grade	51,297			—		51,297			—
Corporate debt securities:
Investment grade	448,211			—		448,211			—
Non-investment grade	15,640			—		10,123			5,517
Other securities	10,767			—		10,767			—
Total investment securities available-for-sale	$	2,667,172		$	515,762	$	2,145,893		$	5,517
Foreign exchange options	$	5,460		$	—	$	5,460		$	—
Interest rate swaps	22,353			—		22,353			—
Short-term foreign exchange contracts	2,896			—		2,896			—
Derivative liabilities	(33,667		)	—		(30,410		)	(3,257		)

	Assets (Liabilities) Measured at Fair Value on a Recurring Basis
	as of December 31, 2012
				Quoted Prices in		Significant
	Fair Value			Active Markets		Other			Significant
	Measurements			for Identical		Observable			Unobservable
	December 31,			Assets		Inputs			Inputs
	2012			(Level 1)		(Level 2)			(Level 3)
	(In thousands)
Investment securities available-for-sale:
U.S. Treasury securities	$	460,677		$	460,677	$	—		$	—
U.S. Government agency and U.S. Government sponsored enterprise debt securities	197,855			—		197,855			—
U.S. Government agency and U.S. Government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities	180,665			—		180,665			—
Residential mortgage-backed securities	1,144,085			—		1,144,085			—
Municipal securities	167,093			—		167,093			—
Other commercial mortgage-backed securities:
Investment grade	17,084			—		17,084			—
Corporate debt securities:
Investment grade	411,983			—		411,983			—
Non-investment grade	17,417			—		12,617			4,800
Other securities	10,170			—		10,170			—
Total investment securities available-for-sale	$	2,607,029		$	460,677	$	2,141,552		$	4,800
Foreign exchange options	$	5,011		$	—	$	5,011		$	—
Interest rate swaps	36,943			—		36,943			—
Short-term foreign exchange contracts	896			—		896			—
Derivative liabilities	(42,060		)	—		(39,008		)	(3,052		)

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Assets measured at fair value on a nonrecurring basis using significant unobservable inputs include certain impaired loans and OREO. The inputs and assumptions for nonrecurring Level 3 fair value measurements for impaired loans and OREO include adjustments to external and internal appraisals for change in the market , assumptions by appraiser embedded into appraisals, probability weighting of brokered price opinions, and management’s adjustments for other relevant factors and market trends.

	Assets Measured at Fair Value on a Non-Recurring Basis
	as of and for the Three Months Ended June 30, 2013
			Quoted Prices in		Significant				Total Gains
	Fair Value		Active Markets		Other		Significant		(Losses) for the
	Measurements		for Identical		Observable		Unobservable		Three Months Ended
	June 30,		Assets		Inputs		Inputs		June 30,
	2013		(Level 1)		(Level 2)		(Level 3)		2013
	(In thousands)
Non-covered impaired loans:
Total residential	$	22,012	$	—	$	—	$	22,012	$	(838	)
Total commercial real estate	35,349		—		—		35,349		(1,320		)
Total commercial and industrial	9,203		—		—		9,203		674
Total consumer	372		—		—		372		4
Total non-covered impaired loans	$	66,936	$	—	$	—	$	66,936	$	(1,480	)
Non-covered OREO	$	435	$	—	$	—	$	435	$	(18	)
Covered OREO (1)	$	7,500	$	—	$	—	$	7,500	$	(1,000	)

	Assets Measured at Fair Value on a Non-Recurring Basis
	as of and for the Three Months Ended June 30, 2012
			Quoted Prices in		Significant				Total Gains
	Fair Value		Active Markets		Other		Significant		(Losses) for the
	Measurements		for Identical		Observable		Unobservable		Three Months Ended
	June 30,		Assets		Inputs		Inputs		June 30,
	2012		(Level 1)		(Level 2)		(Level 3)		2012
	(In thousands)
Non-covered impaired loans:
Total residential	$	14,824	$	—	$	—	$	14,824	$	(2,240	)
Total commercial real estate	16,517		—		—		16,517		(4,315		)
Total commercial and industrial	15,616		—		—		15,616		(9,705		)
Total consumer	372		—		—		372		(264		)
Total non-covered impaired loans	$	47,329	$	—	$	—	$	47,329	$	(16,524	)
Non-covered OREO	$	4,625	$	—	$	—	$	4,625	$	(1,820	)
Covered OREO (1)	$	6,544	$	—	$	—	$	6,544	$	(1,241	)

(1) Covered OREO results from the WFIB and UCB FDIC-assisted acquisitions for which the Company entered into shared-loss agreements with the FDIC whereby the FDIC will reimburse the Company for 80% of eligible losses. As such, the Company’s liability for losses is 20% of the $1.0 million in losses, or $200 thousand, and 20% of the $1.2 million in losses, or $248 thousand, for the three months ended June 30, 2013 and 2012, respectively.

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	Assets Measured at Fair Value on a Non-Recurring Basis
	as of and for the Six Months Ended June 30, 2013
			Quoted Prices in		Significant				Total Gains
	Fair Value		Active Markets		Other		Significant		(Losses) for the
	Measurements		for Identical		Observable		Unobservable		Six Months Ended
	June 30,		Assets		Inputs		Inputs		June 30,
	2013		(Level 1)		(Level 2)		(Level 3)		2013
	(In thousands)
Non-covered impaired loans:
Total residential	$	19,971	$	—	$	—	$	19,971	$	(1,274	)
Total commercial real estate	30,397		—		—		30,397		(3,422		)
Total commercial and industrial	9,723		—		—		9,723		(1,492		)
Total consumer	293		—		—		293		(112		)
Total non-covered impaired loans	$	60,384	$	—	$	—	$	60,384	$	(6,300	)
Non-covered OREO	$	13,238	$	—	$	—	$	13,238	$	(1,403	)
Covered OREO (1)	$	11,030	$	—	$	—	$	11,030	$	(1,126	)

	Assets Measured at Fair Value on a Non-Recurring Basis
	as of and for the Six Months Ended June 30, 2012
			Quoted Prices in		Significant				Total Gains
	Fair Value		Active Markets		Other		Significant		(Losses) for the
	Measurements		for Identical		Observable		Unobservable		Six Months Ended
	June 30,		Assets		Inputs		Inputs		June 30,
	2012		(Level 1)		(Level 2)		(Level 3)		2012
	(In thousands)
Non-covered impaired loans:
Total residential	$	18,466	$	—	$	—	$	18,466	$	(2,789	)
Total commercial real estate	26,789		—		—		26,789		(4,316		)
Total commercial and industrial	16,097		—		—		16,097		(10,281		)
Total consumer	379		—		—		379		(321		)
Total non-covered impaired loans	$	61,731	$	—	$	—	$	61,731	$	(17,707	)
Non-covered OREO	$	8,674	$	—	$	—	$	8,674	$	(2,675	)
Covered OREO (1)	$	17,712	$	—	$	—	$	17,712	$	(7,689	)
Loans held for sale	$	—	$	—	$	—	$	—	$	(4,730	)

(1) Covered OREO results from the WFIB and UCB FDIC-assisted acquisitions for which the Company entered into shared-loss agreements with the FDIC whereby the FDIC will reimburse the Company for 80% of eligible losses. As such, the Company’s liability for losses is 20% of the $1.1 million in losses, or $225 thousand, and 20% of the $7.7 million in losses, or $1.5 million, for the six months ended June 30, 2013 and 2012, respectively.

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At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The following tables provide a reconciliation of the beginning and ending balances for major asset and liability categories measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and six months ended June 30, 2013 and 2012:

	Investment Securities Available-for-Sale
	Corporate Debt Securities
	Non-Investment Grade			Derivatives Payable
	(In thousands)
Opening balance, April 1, 2013	$	5,284		$	(3,233	)
Total gains or (losses) for the period: (1)
Included in earnings	—			(24		)
Included in other comprehensive income (unrealized) (2)	239			—
Purchases, issues, sales, settlements (3)
Purchases	—			—
Issues	—			—
Sales	—			—
Settlements	(6		)	—
Transfer from investment grade to non-investment grade	—			—
Transfers in and/or out of Level 3	—			—
Closing balance, June 30, 2013	$	5,517		$	(3,257	)
Changes in unrealized losses included in earnings relating to assets and liabilities held at the end of June 30, 2013	$	—		$	24

	Investment Securities Available-for-Sale
	Corporate Debt Securities
	Non-Investment Grade		Derivatives Payable
	(In thousands)
Opening balance, April 1, 2012	$	2,247	$	(3,122	)
Total gains or (losses) for the period: (1)
Included in earnings	—		308
Included in other comprehensive income (unrealized) (2)	105		—
Purchases, issues, sales, settlements (3)
Purchases	—		—
Issues	—		—
Sales	—		—
Settlements	70		—
Transfer from investment grade to non-investment grade	—		—
Transfers in and/or out of Level 3	—		—
Closing balance, June 30, 2012	$	2,422	$	(2,814	)
Changes in unrealized gains included in earnings relating to assets and liabilities held at the end of June 30, 2012	$	—	$	(308	)

(1) Total gains or losses represent the total realized and unrealized gains and losses recorded for Level 3 assets and liabilities. Realized gains or losses are reported in the condensed consolidated statements of income.

(2) Unrealized gains or losses on investment securities are reported in accumulated other comprehensive income (loss), net of tax, in the condensed consolidated statements of comprehensive income.

(3) Purchases, issuances, sales, and settlements represent Level 3 assets and liabilities that were either purchased, issued, sold, or settled during the period. The amounts are recorded at their end of period fair values.

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	Investment Securities Available-for-Sale
	Corporate Debt Securities
	Non-Investment Grade			Derivatives Payable
	(In thousands)
Beginning balance, January 1, 2013	$	4,800		$	(3,052	)
Total gains or (losses) for the period: (1)
Included in earnings	—			(205		)
Included in other comprehensive income (unrealized) (2)	788			—
Purchases, issues, sales, settlements (3)
Purchases	—			—
Issues	—			—
Sales	—			—
Settlements	(71		)	—
Transfer from investment grade to non-investment grade	—			—
Transfers in and/or out of Level 3	—			—
Closing balance, June 30, 2013	$	5,517		$	(3,257	)
Changes in unrealized losses included in earnings relating to assets and liabilities held at the end of June 30, 2013	$	—		$	205

	Investment Securities Available-for-Sale
	Corporate Debt Securities
	Non-Investment Grade			Derivatives Payable
	(In thousands)
Beginning balance, January 1, 2012	$	2,235		$	(2,634	)
Total gains or (losses) for the period: (1)
Included in earnings	(99		)	(180		)
Included in other comprehensive income (unrealized) (2)	330			—
Purchases, issues, sales, settlements (3)
Purchases	—			—
Issues	—			—
Sales	—			—
Settlements	(44		)	—
Transfer from investment grade to non-investment grade	—			—
Transfers in and/or out of Level 3	—			—
Closing balance, June 30, 2012	$	2,422		$	(2,814	)
Changes in unrealized losses included in earnings relating to assets and liabilities held at the end of June 30, 2012	$	99		$	180

(2) Unrealized gains or losses on investment securities are reported in accumulated other comprehensive income (loss), net of tax, in the condensed consolidated statements of comprehensive income.

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Valuation Methodologies

Investment Securities Available-for-Sale — The fair values of available-for-sale investment securities are generally determined by prices obtained from independent external pricing service providers who have experience in valuing these securities or by comparison to the average of at least two quoted market prices obtained from independent external brokers. In obtaining such valuation information from third parties, the Company has reviewed the methodologies used to develop the resulting fair values.

The Company’s Level 3 available-for-sale securities include four pooled trust preferred securities. The fair values of these investment securities represent less than 1% of the total available-for-sale investment securities. The fair values of the pooled trust preferred securities have traditionally been based on the average of at least two quoted market prices obtained from independent external brokers since broker quotes in an active market are given the highest priority. As a result of the continued illiquidity in the pooled trust preferred securities market, it is the Company’s view that current broker prices (which are typically non-binding) on certain pooled trust preferred securities are based on forced liquidation or distressed sale values in very inactive markets that are not representative of the fair value of these securities. As such, the Company considered what weight, if any, to place on transactions that are not orderly when estimating fair value.

For the pooled trust preferred securities, the fair value was derived based on discounted cash flow analyses (the income method) prepared by management. In order to determine the appropriate discount rate used in calculating fair values derived from the income method for the pooled trust preferred securities, the Company has made assumptions using an exit price approach related to the implied rate of return which have been adjusted for general changes in market rates, estimated changes in credit risk and liquidity risk premium, specific nonperformance, and default experience in the collateral underlying the securities. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for credit risk and liquidity risk. The actual Level 3 unobservable assumption rates used as of June 30, 2013 include: a constant prepayment rate of 0% for year 1-5 and 1% thereafter, a constant default rate of 1.2% for year 1-5 and 0.75% thereafter, and a recovery assumption of 0% for existing deferrals/defaults and 15% for future deferrals with a recovery lag of 60 months. Losses arising during the period, if any, are recognized in noninterest income.

Derivative Liabilities — The Company’s derivative liabilities include derivatives payable that fall within Level 3 and all other derivative liabilities which fall within Level 2. The derivatives payable are recorded in conjunction with certain certificates of deposit (“host instrument”). These CDs pay interest based on changes in either the Chinese currency Renminbi (“RMB”) or the Hang Seng China Enterprises Index (“HSCEI”), as designated, and are included in interest-bearing deposits on the condensed consolidated balance sheets. CDs paying interest based on changes in the HSCEI matured during the fourth quarter of 2012. The fair value of these embedded derivatives is based on the income approach. The payable is divided by the portion under FDIC insurance coverage and the non-insured portion. For the FDIC insured portion the Company applied a risk premium comparable to an agency security risk premium. For the non-insured portion, the Company considered its own credit risk in determining the valuation by applying a risk premium based on our institutional credit rating, which resulted in a $2.2 million adjustment to the valuation of the derivative liabilities for the six months ended June 30, 2013. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. The valuation of the derivatives payable falls within Level 3 of the fair value hierarchy since the significant inputs used in deriving the fair value of these derivative contracts are not directly observable. The actual Level 3 unobservable input used as of June 30, 2013 was a credit risk adjustment with a range of 1.27% to 1.42%. The Level 2 derivative liabilities are mostly comprised of the offsetting interest rate swaps with other counterparties. Refer to “Interest Rate Swaps” within this footnote for complete discussion.

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Equity Swap Agreements — The Company has entered into equity swap agreements to hedge against market fluctuations in a promotional equity index certificate of deposit product offered to bank customers. This deposit product has a term of 5 years and matured during the fourth quarter of 2012. It paid interest based on the performance of the 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 valuation of equity swap agreements falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of these derivative contracts. The fair value of the derivative contracts is provided by a third party.

Foreign Exchange Options — The Company has entered into foreign exchange option contracts with major investment firms. The settlement amount is determined based upon the performance of the Chinese currency RMB relative to the U.S. Dollar (“USD”) over the 5-year term of the contract. The performance amount is computed based on the average quarterly value of the RMB per the USD as compared to the initial value. The fair value of the derivative contract is provided by third parties and is determined based on the change in the RMB and the volatility of the option over the life of the agreement. The option value is derived based on the volatility of the option, interest rate, currency rate and time remaining to maturity. The Company’s consideration of the counterparty’s credit risk resulted in a nominal adjustment to the valuation of the foreign exchange options for the six months ended June 30, 2013. The valuation of the option contract falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of this derivative contract.

Interest Rate Swaps — The Company has entered into pay-fixed, receive-variable swap contracts with institutional counterparties to hedge against interest rate swap products offered to bank customers. This product allows borrowers to lock in attractive intermediate and long-term interest rates by entering into a pay-fixed, receive-variable swap contract with the Company, resulting in the customer obtaining a synthetic fixed rate loan. The Company has also entered into pay-variable, receive-fixed swap contracts with institutional counterparties to hedge against certificates of deposit issued. This product allows the Company to lock in attractive floating rate funding. The fair value of the interest rate swap contracts is based on a discounted cash flow approach. The Company’s consideration of the counterparty’s credit risk resulted in a $0.2 million adjustment to the valuation of the interest rate swaps for the six months ended June 30, 2013. The valuation of the interest rate swap falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of this derivative contract.

Short-term Foreign Exchange Contracts — The Company entered into short-term foreign exchange contracts to purchase/sell foreign currencies at set rates in the future. These contracts economically hedge against foreign exchange rate fluctuations. The Company enters into contracts with institutional counterparties to hedge against foreign exchange products offered to bank customers. These products allow customers to hedge the foreign exchange risk of their deposits and loans denominated in foreign currencies. The Company does not assume any foreign exchange rate risk as the contract with the customer and the contract with the institutional party mirror each other. The fair value is determined at each reporting period based on the change in the foreign exchange rate. Given the short-term nature of the contracts, the counterparties’ credit risks are considered nominal and resulted in no adjustments to the valuation of the short-term foreign exchange contracts for the six months ended June 30, 2013. The valuation of the contract falls within Level 2 of the fair value hierarchy due to the observable nature of the inputs used in deriving the fair value of this derivative contract.

Impaired Loans — The Company’s impaired loans are generally measured using the fair value of the underlying collateral, which is determined based on the most recent valuation information received. The fair values may be adjusted as needed 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 as values are measured at fair value based on the most recent valuation information received on the underlying collateral and may include adjustments by the Company for historical knowledge and for changes in market conditions.

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Other Real Estate Owned — The Company’s OREO represents properties acquired through foreclosure or through full or partial satisfaction of loans and are recorded at estimated fair value less cost to sell at the time of foreclosure and at the lower of cost or estimated fair value less cost to sell subsequent to acquisition. The fair values of OREO properties are based on third party appraisals, broker price opinions or accepted written offers. These valuations are reviewed and approved by the Company’s appraisal department, credit review department, or OREO department and may include adjustments by the Company for historical knowledge and for changes in market conditions. OREO properties are classified as Level 3 assets in the fair value hierarchy.

Loans Held for Sale — The Company’s loans held for sale are carried at the lower of cost or market value. These loans are currently comprised of mostly student loans. For these loans, the fair value of loans held for sale is derived from current market prices and comparative current sales. For the remainder of the loans held for sale, which fall within Level 2, the fair value is derived from third party sale analysis, existing sale agreements, or appraisal reports on the loans’ underlying collateral. As such, the Company records any fair value adjustments on a nonrecurring basis.

Fair Value of Financial Instruments

The carrying amounts and fair values of the Company’s financial instruments as of June 30, 2013 and December 31, 2012 were as follows: