PACWEST BANCORP - Quarter Report: 2021 March (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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


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

For the quarterly period ended March 31, 2021

Commission File No. 001-36408

PACWEST BANCORP

(Exact name of registrant as specified in its charter)


Delaware						33-0885320
(State of Incorporation)						(I.R.S. Employer Identification No.)

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA 90212

(Address of Principal Executive Offices, Including Zip Code)

(310) 887-8500

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share

PACW

The Nasdaq Stock Market, LLC

(Title of Each Class)

(Trading Symbol)

(Name of Exchange on Which Registered)

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

As of April 30, 2021, there were 116,916,461 shares of the registrant's common stock outstanding, excluding 2,189,181 shares of unvested restricted stock.

PACWEST BANCORP

MARCH 31, 2021 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Earnings (Loss) (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	81
Item 4.	Controls and Procedures	85

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	85
Item 1A.	Risk Factors	85
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85
Item 6.	Index to Exhibits	86
Signatures		87

PART I

Glossary of Acronyms, Abbreviations, and Terms

The acronyms, abbreviations, and terms listed below are used in various sections of this Form 10-Q, including "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."

ACL

Allowance for Credit Losses

FRB

Board of Governors of the Federal Reserve System

AFX

American Financial Exchange

FRBSF

Federal Reserve Bank of San Francisco

ALLL

Allowance for Loan and Lease Losses

GDP

Gross Domestic Product

ALM

Asset Liability Management

IPO

Initial Public Offering

ASC

Accounting Standards Codification

IRR

Interest Rate Risk

ASU

Accounting Standards Update

LIBOR

London Inter-bank Offered Rate

Basel III

A comprehensive capital framework and rules for U.S. banking organizations approved by the FRB and the FDIC in 2013

LIHTC

Low Income Housing Tax Credit

BHCA

Bank Holding Company Act of 1956, as amended

MBS

Mortgage-Backed Securities

BOLI

Bank Owned Life Insurance

MVE

Market Value of Equity

CARES Act

Coronavirus Aid, Relief, and Economic Security Act

NAV

Net Asset Value

CDI

Core Deposit Intangible Assets

NII

Net Interest Income

CECL

Current Expected Credit Loss

NIM

Net Interest Margin

CET1

Common Equity Tier 1

NSF

Non-Sufficient Funds

Civic

Civic Financial Services, LLC (a company acquired on February 1, 2021)

OREO

Other Real Estate Owned

CMBS

Commercial Mortgage-Backed Securities

PD/LGD

Probability of Default/Loss Given Default

CMOs

Collateralized Mortgage Obligations

PPP

Paycheck Protection Program

COVID-19

Coronavirus Disease

PRSUs

Performance-Based Restricted Stock Units

CPI

Consumer Price Index

PWAM

Pacific Western Asset Management Inc.

CRA

Community Reinvestment Act

ROU

Right-of-use

CRE

Commercial Real Estate

SBA

Small Business Administration

CRI

Customer Relationship Intangible Assets

SBIC

Small Business Investment Company

DFPI

California Department of Financial Protection and Innovation

SEC

Securities and Exchange Commission

DTAs

Deferred Tax Assets

SOFR

Secured Overnight Financing Rate

Dodd-Frank Act

Dodd-Frank Wall Street Reform and Consumer Protection Act

Tax Equivalent Net Interest Income

Net interest income reflecting adjustments related to tax-exempt interest on certain loans and investment securities

EAD

Exposure at Default

Tax Equivalent NIM

NIM reflecting adjustments related to tax-exempt interest on certain loans and investment securities

Efficiency Ratio

Noninterest expense (less intangible asset amortization, net foreclosed assets expense (income), goodwill impairment, and acquisition, integration and reorganization costs) divided by net revenues (the sum of tax equivalent net interest income plus noninterest income, less gain/loss on sale of securities and gain/loss on sales of assets other than loans and leases)

TDRs

Troubled Debt Restructurings

FASB

Financial Accounting Standards Board

TRSAs

Time-Based Restricted Stock Awards

FDIC

Federal Deposit Insurance Corporation

U.S. GAAP

U.S. Generally Accepted Accounting Principles

FHLB

Federal Home Loan Bank of San Francisco

VIE

Variable Interest Entity

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,		December 31,
	2021		2020
	(Unaudited)
	(Dollars in thousands, except par value amounts)
ASSETS:
Cash and due from banks	$	177,199	$	150,464
Interest-earning deposits in financial institutions	5,517,667		3,010,197
Total cash, cash equivalents, and restricted cash	5,694,866		3,160,661
Securities available-for-sale, at fair value	5,941,690		5,235,591
Federal Home Loan Bank stock, at cost	17,250		17,250
Total investment securities	5,958,940		5,252,841
Loans held for sale	25,554		—
Gross loans and leases held for investment	19,055,165		19,153,357
Deferred fees, net	(75,937)		(69,980)
Allowance for loan and lease losses	(292,445)		(348,181)
Total loans and leases held for investment, net	18,686,783		18,735,196
Equipment leased to others under operating leases	327,413		333,846
Premises and equipment, net	39,622		39,234
Foreclosed assets, net	14,298		14,027
Goodwill	1,204,092		1,078,670
Core deposit and customer relationship intangibles, net	21,312		23,641
Other assets	883,653		860,326
Total assets	$	32,856,533	$	29,498,442

LIABILITIES:
Noninterest-bearing deposits	$	11,017,462	$	9,193,827
Interest-bearing deposits	17,205,829		15,746,890
Total deposits	28,223,291		24,940,717
Borrowings	19,750		5,000
Subordinated debentures	465,814		465,812
Accrued interest payable and other liabilities	493,541		491,962
Total liabilities	29,202,396		25,903,491

Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued and outstanding)	—		—
Common stock ($0.01 par value, 200,000,000 shares authorized at March 31, 2021 and
December 31, 2020; 121,480,278 and 120,736,834 shares issued, respectively, includes
2,189,181 and 1,608,126 shares of unvested restricted stock, respectively)	1,215		1,207
Additional paid-in capital	3,077,455		3,100,633
Retained earnings	559,797		409,391
Treasury stock, at cost (2,374,636 and 2,321,981 shares at March 31, 2021 and
December 31, 2020)	(90,711)		(88,803)
Accumulated other comprehensive income, net	106,381		172,523
Total stockholders' equity	3,654,137		3,594,951
Total liabilities and stockholders' equity	$	32,856,533	$	29,498,442

See Notes to Condensed Consolidated Financial Statements.

PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)


	Three Months Ended
	March 31,		December 31,		March 31,
	2021		2020		2020
	(Unaudited)
	(Dollars in thousands, except per share amounts)
Interest income:
Loans and leases	$	241,544	$	242,198	$	262,278
Investment securities	30,265		28,843		27,446
Deposits in financial institutions	1,528		1,135		1,608
Total interest income	273,337		272,176		291,332
Interest expense:
Deposits	7,500		8,454		28,247
Borrowings	193		37		6,778
Subordinated debentures	4,375		4,477		6,560
Total interest expense	12,068		12,968		41,585
Net interest income	261,269		259,208		249,747
Provision for credit losses	(48,000)		10,000		112,000
Net interest income after provision for credit losses	309,269		249,208		137,747
Noninterest income:
Leased equipment income	11,354		9,440		12,251
Other commissions and fees	9,158		9,974		9,721
Service charges on deposit accounts	2,934		3,119		2,658
Gain on sale of loans and leases	139		1,671		87
Gain on sale of securities	101		4		182
Other income	21,143		15,642		4,201
Total noninterest income	44,829		39,850		29,100
Noninterest expense:
Compensation	79,882		73,171		61,282
Occupancy	14,054		14,083		14,207
Leased equipment depreciation	8,969		7,501		7,205
Data processing	6,957		6,718		6,454
Other professional services	5,126		6,800		4,258
Insurance and assessments	4,903		5,064		4,249
Customer related expense	4,818		4,430		3,932
Acquisition, integration and reorganization costs	3,425		1,060		—
Loan expense	3,193		3,926		2,650
Intangible asset amortization	3,079		3,172		3,948
Foreclosed assets expense (income), net	1		(272)		66
Goodwill impairment	—		—		1,470,000
Other expense	15,729		10,029		9,719
Total noninterest expense	150,136		135,682		1,587,970
Earnings (loss) before income taxes	203,962		153,376		(1,421,123)
Income tax expense	53,556		36,546		11,988
Net earnings (loss)	$	150,406	$	116,830	$	(1,433,111)

Earnings (loss) per share:
Basic	$	1.27	$	0.99	$	(12.23)
Diluted	$	1.27	$	0.99	$	(12.23)

See Notes to Condensed Consolidated Financial Statements.

` PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended
	March 31,		December 31,		March 31,
	2021		2020		2020
	(Unaudited)
	(In thousands)
Net earnings (loss)	$	150,406	$	116,830	$	(1,433,111)
Other comprehensive income (loss), net of tax:
Unrealized net holding (losses) gains on securities
available-for-sale arising during the period	(91,523)		22,988		17,183
Income tax benefit (expense) related to net unrealized
holding (losses) gains arising during the period	25,454		(5,936)		(4,794)
Unrealized net holding (losses) gains on securities
available-for-sale, net of tax	(66,069)		17,052		12,389
Reclassification adjustment for net gains
included in net earnings (1)	(101)		(4)		(182)
Income tax expense related to reclassification
adjustment	28		1		51
Reclassification adjustment for net gains
included in net earnings, net of tax	(73)		(3)		(131)
Other comprehensive (loss) income, net of tax	(66,142)		17,049		12,258
Comprehensive income (loss)	$	84,264	$	133,879	$	(1,420,853)

___________________________________

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

See Notes to Condensed Consolidated Financial Statements.

PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


	Three Months Ended March 31, 2021
	Common Stock									Accumulated
				Additional						Other
		Par		Paid-in		Retained		Treasury		Comprehensive
	Shares	Value		Capital		Earnings		Stock		Income		Total
	(Unaudited)
	(Dollars in thousands)
Balance, December 31, 2020	118,414,853	$	1,207	$	3,100,633	$	409,391	$	(88,803)	$	172,523	$	3,594,951
Net earnings	—	—		—		150,406		—		—		150,406
Other comprehensive loss - net
unrealized loss on securities
available-for-sale, net of tax	—	—		—		—		—		(66,142)		(66,142)
Restricted stock awarded and
earned stock compensation,
net of shares forfeited	743,444	8		6,409		—		—		—		6,417
Restricted stock surrendered	(52,655)	—		—		—		(1,908)		—		(1,908)


Cash dividends paid:
Common stock, $0.25/share	—	—		(29,587)		—		—		—		(29,587)
Balance, March 31, 2021	119,105,642	$	1,215	$	3,077,455	$	559,797	$	(90,711)	$	106,381	$	3,654,137


	Three Months Ended March 31, 2020
	Common Stock									Accumulated
				Additional						Other
		Par		Paid-in		Retained		Treasury		Comprehensive
	Shares	Value		Capital		Earnings		Stock		Income		Total
	(Unaudited)
	(Dollars in thousands)
Balance, December 31, 2019	119,781,605	$	1,219	$	3,306,006	$	1,652,248	$	(83,434)	$	78,658	$	4,954,697
Cumulative effect of change in
accounting principle (1)	—	—		—		(5,283)		—		—		(5,283)
Net loss	—	—		—		(1,433,111)		—		—		(1,433,111)
Other comprehensive income - net
unrealized gain on securities
available-for-sale, net of tax	—	—		—		—		—		12,258		12,258
Restricted stock awarded and
earned stock compensation,
net of shares forfeited	194,916	2		6,492		—		—		—		6,494
Restricted stock surrendered	(106,021)	—		—		—		(3,460)		—		(3,460)
Common stock repurchased under
Stock Repurchase Program	(1,953,711)	(20)		(69,980)		—		—		—		(70,000)
Cash dividends paid:
Common stock, $0.60/share	—	—		(71,206)		—		—		—		(71,206)
Balance, March 31, 2020	117,916,789	$	1,201	$	3,171,312	$	213,854	$	(86,894)	$	90,916	$	3,390,389

________________________

(1) Impact due to adoption on January 1, 2020 of ASU 2016-13, "Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments," and the related amendments, commonly referred to as CECL.

See Notes to Condensed Consolidated Financial Statements.

PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	March 31,
	2021		2020
	(Unaudited)
	(In thousands)
Cash flows from operating activities:
Net earnings (loss)	$	150,406	$	(1,433,111)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Goodwill impairment	—		1,470,000
Depreciation and amortization	12,924		10,914
Amortization of net premiums on securities available-for-sale	7,575		2,643
Amortization of intangible assets	3,079		3,948
Amortization of operating lease ROU assets	7,548		7,196
Provision for credit losses	(48,000)		112,000
Gain on sale of foreclosed assets	(73)		(52)
Provision for losses on foreclosed assets	14		105
Gain on sale of loans and leases	(139)		(87)
(Gain) loss on sale of premises and equipment	(28)		77
Gain on sale of securities	(101)		(182)

Unrealized (gain) loss on derivatives and foreign currencies, net	(546)		264
Earned stock compensation	6,417		6,494

Decrease in other assets	60,160		4,206
Decrease in accrued interest payable and other liabilities	(52,533)		(68,841)
Net cash provided by operating activities	146,703		115,574

Cash flows from investing activities:
Cash paid for acquisition, net	(121,909)		—
Net decrease (increase) in loans and leases	68,916		(923,353)
Proceeds from sales of loans and leases	72,780		87
Proceeds from maturities and paydowns of securities available-for-sale	200,367		80,521
Proceeds from sales of securities available-for-sale	44,652		14,948
Purchases of securities available-for-sale	(1,050,217)		(41,405)
Net purchases of Federal Home Loan Bank stock	—		(13,320)
Proceeds from sales of foreclosed assets	435		462
Purchases of premises and equipment, net	(1,936)		(4,304)
Proceeds from sales of premises and equipment	64		2
Proceeds from BOLI death benefit	—		380
Net (increase) decrease in equipment leased to others under operating leases	(4,289)		10,905
Net cash used in investing activities	(791,137)		(875,077)

Cash flows from financing activities:
Net increase in noninterest-bearing deposits	1,786,655		266,932
Net increase in interest-bearing deposits	1,458,939		75,881
Net (decrease) increase in borrowings	(35,460)		535,992

Common stock repurchased and restricted stock surrendered	(1,908)		(73,460)
Cash dividends paid	(29,587)		(71,206)
Net cash provided by financing activities	3,178,639		734,139

Net increase (decrease) in cash, cash equivalents, and restricted cash	2,534,205		(25,364)
Cash, cash equivalents, and restricted cash, beginning of period	3,160,661		637,624
Cash, cash equivalents, and restricted cash, end of period	$	5,694,866	$	612,260

See Notes to Condensed Consolidated Financial Statements.

PACWEST BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	March 31,
	2021		2020
	(Unaudited)
	(In thousands)
Supplemental disclosures of cash flow information:
Cash paid for interest	$	12,421	$	43,820
Cash paid for income taxes	2,706		2,019

Loans transferred to foreclosed assets	647		1,776
Transfers from loans held for investment to loans held for sale	25,554		—

Effective February 1, 2021, the Company acquired Civic
in a transaction summarized as follows:
Fair value of assets acquired	$	308,019	—
Cash paid	(159,237)		—
Liabilities assumed	$	148,782	—

See Notes to Condensed Consolidated Financial Statements.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1. ORGANIZATION

PacWest Bancorp, a Delaware corporation, is a bank holding company registered under the BHCA, with our corporate headquarters located in Beverly Hills, California. Our principal business is to serve as the holding company for our wholly-owned subsidiary, Pacific Western Bank. References to "Pacific Western" or the "Bank" refer to Pacific Western Bank together with its wholly-owned subsidiaries. References to "we," "us," or the "Company" refer to PacWest Bancorp together with its subsidiaries on a consolidated basis. When we refer to "PacWest" or to the "holding company," we are referring to PacWest Bancorp, the parent company, on a stand-alone basis.

We are focused on relationship-based business banking to small, middle-market and venture-backed businesses nationwide. The Bank offers a broad range of loan and lease and deposit products and services through 70 full-service branches located in California, one branch located in Durham, North Carolina, one branch located in Denver, Colorado, and numerous loan production offices across the country. The Bank provides community banking products including lending and comprehensive deposit and treasury management services to small and medium-sized businesses conducted primarily through our California-based branch offices and Denver, Colorado branch office. The Bank offers national lending products including asset-based, equipment, and real estate loans and treasury management services to established middle-market businesses on a national basis. The Bank also offers venture banking products including a comprehensive suite of financial services focused on entrepreneurial and venture-backed businesses and their venture capital and private equity investors, with offices located in key innovation hubs across the United States. In addition, we provide investment advisory and asset management services to select clients through Pacific Western Asset Management Inc., a wholly-owned subsidiary of the Bank and an SEC-registered investment adviser.

We generate our revenue primarily from interest received on loans and leases and, to a lesser extent, from interest received on investment securities, and fees received in connection with deposit services, extending credit and other services offered, including foreign exchange services. Our major operating expenses are interest paid by the Bank on deposits and borrowings, compensation, occupancy, and general operating expenses.

Significant Accounting Policies

Our accounting policies are described in Note 1. Nature of Operations and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission ("Form 10-K").

Accounting Standards Adopted in 2021

Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” which simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendment also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Effective January 1, 2021, the Company adopted ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)” which clarifies that entities that apply the measurement alternative in ASC 321 should consider observable transactions that result in entities initially applying or discontinuing the use of the equity method of accounting under ASC 323. The guidance also clarifies that certain forward contracts and purchased options on equity securities that are not deemed to be in-substance common stock under ASC 323 or accounted for as derivatives under ASC 815 are in the scope of ASC 321. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Effective January 1, 2021, the Company adopted ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs” which clarifies the Company should reevaluate whether a callable debt security that has multiple call dates is within the scope of ASC 310-20-35-33 at each reporting period. ASC 310-20-35-33 requires that, to the extent the amortized cost basis of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess should be amortized to the earliest call date. As the Company’s accounting policy to amortize premiums on investments in callable debt securities to the earliest call date is consistent with the manner required by ASU 2020-08, the adoption of this standard had no impact on the Company’s condensed consolidated financial statements.

Basis of Presentation

Our interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, certain disclosures accompanying annual consolidated financial statements are omitted. In the opinion of management, all significant intercompany accounts and transactions have been eliminated and adjustments, consisting solely of normal recurring accruals and considered necessary for the fair presentation of financial statements for the interim periods, have been included. The current period's results of operations are not necessarily indicative of the results that ultimately may be achieved for the year. The interim condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K.

Use of Estimates

We have made a number of estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these condensed consolidated financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates. Material estimates subject to change in the near term include, among other items, the allowance for credit losses, the carrying value of goodwill and other intangible assets, and the realization of deferred tax assets. These estimates may be adjusted as more current information becomes available, and any adjustment may be significant.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation format. In our loan and allowance tables, we realigned our venture capital subclasses to better reflect and report our lending. Prior to the realignment, our venture capital subclasses were: (1) equity fund loans, (2) early stage, (3) expansion stage, and (4) late stage. After the realignment, our venture capital subclasses are: (1) equity fund loans and (2) venture lending (which includes early stage, expansion stage, and late stage). Additionally, we realigned our other commercial subclasses by moving our cash flow subclass into the other lending subclass. All of the loan and allowance tables, both current period and prior periods, reflect these realignments.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 2. ACQUISITION

The following assets acquired and liabilities assumed, both tangible and intangible, of the acquired entity are presented at estimated fair value as of the acquisition date:


	Acquisition and
	Date Acquired
	Civic Financial
	Services
	February 1, 2021
	(In thousands)
Assets Acquired:
Cash and due from banks	$	37,328




Loans and leases	65,600
Premises and equipment	1,194


Goodwill	125,422
Customer relationship intangible	750
Other assets	77,725
Total assets acquired	$	308,019

Liabilities Assumed:
Noninterest-bearing demand deposits	$	36,980


Borrowings	50,210

Accrued interest payable and other liabilities	61,592
Total liabilities assumed	$	148,782

Total consideration - paid in cash	$	159,237

Acquisition of Civic

On February 1, 2021, the Bank completed the acquisition of Civic in an all-cash transaction. Civic, located in Redondo Beach, California, is one of the leading lenders in the United States specializing in residential non-owner-occupied investment properties. The acquisition of Civic advances the Bank’s strategy to diversify and expand its lending portfolio, diversify its revenue streams, and deploy excess liquidity into higher-yielding assets. Civic operates as a subsidiary of the Bank and at March 31, 2021 had $289.5 million of loans outstanding.

The Civic acquisition has been accounted for under the acquisition method of accounting. We acquired $308.0 million of assets and assumed $148.8 million of liabilities upon closing of the acquisition. We made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and assumed liabilities. Such fair values are preliminary estimates and are subject to adjustment for up to one year after the acquisition date or when additional information relative to the closing date fair values becomes available and such information is considered final, whichever is earlier. The application of the acquisition method of accounting resulted in the recognition of goodwill of $125.4 million. All of the recognized goodwill is expected to be deductible for tax purposes.

NOTE 3. RESTRICTED CASH BALANCES

The FRBSF establishes cash reserve requirements that its member banks must maintain based on a percentage of deposit liabilities. On March 26, 2020, the FRBSF reduced the reserve requirement ratios to zero percent. There was no average reserves required to be held at the FRBSF for the three months ended March 31, 2021. The average reserves required to be held at the FRBSF for the three months ended March 31, 2020 was $166.2 million. As of March 31, 2021 and December 31, 2020, we pledged cash collateral for our derivative contracts of $2.9 million.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 4. INVESTMENT SECURITIES

Securities Available-for-Sale

The following table presents amortized cost, gross unrealized gains and losses, and fair values of securities available-for-sale as of the dates indicated:


	March 31, 2021								December 31, 2020
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
Security Type	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
	(In thousands)
Municipal securities	$	1,589,855	$	65,063	$	(8,864)	$	1,646,054	$	1,438,004	$	93,631	$	(18)	$	1,531,617
Agency commercial MBS	1,227,960		51,944		(6,502)		1,273,402		1,207,676		74,238		(37)		1,281,877
Agency residential CMOs	1,073,402		38,771		(3,345)		1,108,828		1,172,166		47,994		(280)		1,219,880
U.S. Treasury securities	500,902		276		(9,820)		491,358		4,989		313		—		5,302
Agency residential MBS	422,955		12,337		(2,192)		433,100		329,488		12,483		(897)		341,074
Corporate debt securities	377,280		5,674		(2,547)		380,407		308,803		3,490		(404)		311,889
Collateralized loan obligations	244,946		204		(910)		244,240		136,777		23		(924)		135,876
Asset-backed securities	222,709		1,848		(542)		224,015		248,739		1,534		(770)		249,503
Private label residential CMOs	98,958		4,728		(310)		103,376		110,891		6,076		(21)		116,946
SBA securities	35,726		1,218		(34)		36,910		39,437		2,217		(27)		41,627


Total	$	5,794,693	$	182,063	$	(35,066)	$	5,941,690	$	4,996,970	$	241,999	$	(3,378)	$	5,235,591

As of March 31, 2021, securities available-for-sale with a fair value of $488.0 million were pledged as collateral for public deposits and other purposes as required by various statutes and agreements.

Realized Gains and Losses on Securities Available-for-Sale

The following table presents the amortized cost of securities sold with related gross realized gains, gross realized losses, and net realized gains for the years indicated:


	Three Months Ended
	March 31,
Sales of Securities Available-for-Sale	2021		2020
	(In thousands)
Amortized cost of securities sold	$	44,551	$	14,766

Gross realized gains	$	101	$	182

Net realized gains	$	101	$	182

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Unrealized Losses on Securities Available-for-Sale

The following tables present the gross unrealized losses and fair values of securities available-for-sale that were in unrealized loss positions as of the dates indicated:


	March 31, 2021
	Less Than 12 Months				12 Months or More				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Security Type	Value		Losses		Value		Losses		Value		Losses
	(In thousands)
Municipal securities	$	446,081	$	(8,864)	$	—	$	—	$	446,081	$	(8,864)
Agency commercial MBS	177,833		(6,502)		—		—		177,833		(6,502)
Agency residential CMOs	148,694		(3,345)		—		—		148,694		(3,345)
U.S. Treasury securities	486,092		(9,820)		—		—		486,092		(9,820)
Agency residential MBS	186,057		(2,172)		1,330		(20)		187,387		(2,192)
Corporate debt securities	150,214		(2,547)		—		—		150,214		(2,547)
Collateralized loan obligations	82,027		(593)		48,694		(317)		130,721		(910)
Asset-backed securities	27,843		(72)		44,246		(470)		72,089		(542)
Private label residential CMOs	29,344		(308)		365		(2)		29,709		(310)
SBA securities	—		—		1,917		(34)		1,917		(34)


Total	$	1,734,185	$	(34,223)	$	96,552	$	(843)	$	1,830,737	$	(35,066)


	December 31, 2020
	Less Than 12 Months				12 Months or More				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Security Type	Value		Losses		Value		Losses		Value		Losses
	(In thousands)
Municipal securities	$	5,919	$	(18)	$	—	$	—	$	5,919	$	(18)
Agency commercial MBS	58,408		(37)		—		—		58,408		(37)
Agency residential CMOs	97,863		(280)		—		—		97,863		(280)
Agency residential MBS	90,722		(897)		—		—		90,722		(897)
Corporate debt securities	87,596		(404)		—		—		87,596		(404)
Collateralized loan obligations	96,442		(729)		28,972		(195)		125,414		(924)
Asset-backed securities	17,694		(63)		61,031		(707)		78,725		(770)
Private label residential CMOs	788		(19)		74		(2)		862		(21)
SBA securities	2,127		(27)		—		—		2,127		(27)
Total	$	457,559	$	(2,474)	$	90,077	$	(904)	$	547,636	$	(3,378)

The securities that were in an unrealized loss position at March 31, 2021, were considered impaired and required further review to determine if the unrealized losses were credit-related. We concluded the unrealized losses were a result of the level of market interest rates relative to the types of securities and pricing changes caused by shifting supply and demand dynamics and not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to repay. We also considered the seniority of the tranches and U.S. government agency guarantees, if any, to assess whether an unrealized loss was credit-related. Accordingly, we determined the unrealized losses were not credit-related and recognized the unrealized losses in "other comprehensive income" in stockholders' equity. Although we periodically sell securities for portfolio management purposes, we do not foresee having to sell any impaired securities strictly for liquidity needs and believe that it is more likely than not we would not be required to sell any impaired securities before recovery of their amortized cost.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Contractual Maturities of Securities Available-for-Sale

The following table presents the contractual maturities of our securities available-for-sale portfolio based on amortized cost and carrying value as of the date indicated:


	March 31, 2021
	Amortized		Fair
Maturities	Cost		Value
	(In thousands)
Due in one year or less	$	16,309	$	16,075
Due after one year through five years	571,182		598,902
Due after five years through ten years	1,963,578		1,989,510
Due after ten years	3,243,624		3,337,203
Total securities available-for-sale	$	5,794,693	$	5,941,690

CMBS, CMOs, and MBS have contractual maturity dates, but require periodic payments based upon scheduled amortization terms. Actual principal collections on these securities usually occur more rapidly than the scheduled amortization terms because of prepayments made by obligors of the underlying loan collateral.

Interest Income on Investment Securities

The following table presents the composition of our interest income on investment securities for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Taxable interest	$	21,970	$	21,786
Non-taxable interest	8,078		5,229
Dividend income	217		431
Total interest income on investment securities	$	30,265	$	27,446

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 5. LOANS AND LEASES

Our loans are carried at the principal amount outstanding, net of deferred fees and costs, and in the case of acquired and purchased loans, net of purchase discounts and premiums. Deferred fees and costs and purchase discounts and premiums on acquired loans are recognized as an adjustment to interest income over the contractual life of the loans primarily using the effective interest method or taken into income when the related loans are paid off or included in the carrying amount of loans that are sold.

Loans and Leases Held for Investment

The following table summarizes the composition of our loans and leases held for investment as of the dates indicated:


	March 31,		December 31,
	2021		2020
	(In thousands)
Real estate mortgage	$	7,992,490	$	7,905,193
Real estate construction and land	3,602,310		3,393,145
Commercial	7,120,049		7,534,801
Consumer	340,316		320,218
Total gross loans and leases held for investment	19,055,165		19,153,357
Deferred fees, net	(75,937)		(69,980)
Total loans and leases held for investment, net of deferred fees	18,979,228		19,083,377
Allowance for loan and lease losses	(292,445)		(348,181)
Total loans and leases held for investment, net (1)	$	18,686,783	$	18,735,196

____________________

(1) Excludes accrued interest receivable of $76.3 million and $79.7 million at March 31, 2021 and December 31, 2020, respectively, which is recorded in "Other assets" on the condensed consolidated balance sheets.

The following tables present an aging analysis of our loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated:


	March 31, 2021
	30 - 89		90 or More
	Days		Days		Total
	Past Due		Past Due		Past Due		Current		Total
	(In thousands)
Real estate mortgage:
Commercial	$	36	$	25,833	$	25,869	$	3,915,741	$	3,941,610
Income producing and other residential	6,502		1,052		7,554		4,038,049		4,045,603
Total real estate mortgage	6,538		26,885		33,423		7,953,790		7,987,213
Real estate construction and land:
Commercial	—		—		—		990,035		990,035
Residential	1,241		416		1,657		2,574,131		2,575,788
Total real estate construction and land	1,241		416		1,657		3,564,166		3,565,823
Commercial:
Asset-based	—		1,880		1,880		3,381,523		3,383,403
Venture capital	6,750		—		6,750		1,489,048		1,495,798
Other commercial	1,645		3,954		5,599		2,201,040		2,206,639
Total commercial	8,395		5,834		14,229		7,071,611		7,085,840
Consumer	954		288		1,242		339,110		340,352
Total	$	17,128	$	33,423	$	50,551	$	18,928,677	$	18,979,228

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	December 31, 2020
	30 - 89		90 or More
	Days		Days		Total
	Past Due		Past Due		Past Due		Current		Total
	(In thousands)
Real estate mortgage:
Commercial	$	6,750	$	29,145	$	35,895	$	4,060,776	$	4,096,671
Income producing and other residential	600		373		973		3,802,292		3,803,265
Total real estate mortgage	7,350		29,518		36,868		7,863,068		7,899,936
Real estate construction and land:
Commercial	—		—		—		1,117,121		1,117,121
Residential	759		—		759		2,242,401		2,243,160
Total real estate construction and land	759		—		759		3,359,522		3,360,281
Commercial:
Asset-based	—		2,128		2,128		3,427,155		3,429,283
Venture capital	540		—		540		1,697,968		1,698,508
Other commercial	2,323		4,766		7,089		2,368,025		2,375,114
Total commercial	2,863		6,894		9,757		7,493,148		7,502,905
Consumer	1,260		111		1,371		318,884		320,255
Total	$	12,232	$	36,523	$	48,755	$	19,034,622	$	19,083,377

It is our policy to discontinue accruing interest when principal or interest payments are past due 90 days or more (unless the loan is both well secured and in the process of collection) or when, in the opinion of management, there is a reasonable doubt as to the collectability of a loan or lease in the normal course of business. Interest income on nonaccrual loans is recognized only to the extent cash is received and the principal balance of the loan is deemed collectable.

The following table presents our nonaccrual and performing loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated:


	March 31, 2021						December 31, 2020
	Nonaccrual		Performing		Total		Nonaccrual		Performing		Total
	(In thousands)
Real estate mortgage:
Commercial	$	46,436	$	3,895,174	$	3,941,610	$	43,731	$	4,052,940	$	4,096,671
Income producing and other residential	2,471		4,043,132		4,045,603		1,826		3,801,439		3,803,265
Total real estate mortgage	48,907		7,938,306		7,987,213		45,557		7,854,379		7,899,936
Real estate construction and land:
Commercial	302		989,733		990,035		315		1,116,806		1,117,121
Residential	416		2,575,372		2,575,788		—		2,243,160		2,243,160
Total real estate construction and land	718		3,565,105		3,565,823		315		3,359,966		3,360,281
Commercial:
Asset-based	2,379		3,381,024		3,383,403		2,679		3,426,604		3,429,283
Venture capital	2,432		1,493,366		1,495,798		1,980		1,696,528		1,698,508
Other commercial	12,660		2,193,979		2,206,639		40,243		2,334,871		2,375,114
Total commercial	17,471		7,068,369		7,085,840		44,902		7,458,003		7,502,905
Consumer	556		339,796		340,352		389		319,866		320,255
Total	$	67,652	$	18,911,576	$	18,979,228	$	91,163	$	18,992,214	$	19,083,377

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

At March 31, 2021, nonaccrual loans and leases included $33.4 million of loans and leases 90 or more days past due, $0.6 million of loans and leases 30 to 89 days past due, and $33.6 million of loans and leases current with respect to contractual payments that were placed on nonaccrual status based on management’s judgment regarding their collectability. At December 31, 2020, nonaccrual loans and leases included $36.5 million of loans and leases 90 or more days past due, $3.4 million of loans and leases 30 to 89 days past due, and $51.3 million of current loans and leases that were placed on nonaccrual status based on management’s judgment regarding their collectability.

As of March 31, 2021, our three largest loan relationships on nonaccrual status had an aggregate carrying value of $31.4 million and represented 46% of total nonaccrual loans and leases.

The following tables present the credit risk rating categories for loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated. Classified loans and leases are those with a credit risk rating of either substandard or doubtful.


	March 31, 2021
	Classified		Special Mention		Pass		Total
	(In thousands)
Real estate mortgage:
Commercial	$	77,444	$	254,463	$	3,609,703	$	3,941,610
Income producing and other residential	9,064		63,231		3,973,308		4,045,603
Total real estate mortgage	86,508		317,694		7,583,011		7,987,213
Real estate construction and land:
Commercial	302		66,790		922,943		990,035
Residential	416		602		2,574,770		2,575,788
Total real estate construction and land	718		67,392		3,497,713		3,565,823
Commercial:
Asset-based	24,941		142,122		3,216,340		3,383,403
Venture capital	8,727		89,423		1,397,648		1,495,798
Other commercial	41,597		13,535		2,151,507		2,206,639
Total commercial	75,265		245,080		6,765,495		7,085,840
Consumer	626		2,831		336,895		340,352
Total	$	163,117	$	632,997	$	18,183,114	$	18,979,228


	December 31, 2020
	Classified		Special Mention		Pass		Total
	(In thousands)
Real estate mortgage:
Commercial	$	91,543	$	262,462	$	3,742,666	$	4,096,671
Income producing and other residential	8,767		61,384		3,733,114		3,803,265
Total real estate mortgage	100,310		323,846		7,475,780		7,899,936
Real estate construction and land:
Commercial	42,558		107,592		966,971		1,117,121
Residential	—		759		2,242,401		2,243,160
Total real estate construction and land	42,558		108,351		3,209,372		3,360,281
Commercial:
Asset-based	27,867		153,301		3,248,115		3,429,283
Venture capital	6,508		118,125		1,573,875		1,698,508
Other commercial	87,557		14,930		2,272,627		2,375,114
Total commercial	121,932		286,356		7,094,617		7,502,905
Consumer	462		2,732		317,061		320,255
Total	$	265,262	$	721,285	$	18,096,830	$	19,083,377

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents our nonaccrual loans and leases by loan portfolio segment and class and by with and without an allowance recorded as of the date indicated and interest income recognized on nonaccrual loans and leases for the periods indicated:


			Three Months				Three Months
			Ended				Ended
	March 31,		March 31,		March 31,		March 31,
	2021		2021		2020		2020
	Nonaccrual		Interest		Nonaccrual		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
	(In thousands)
With An Allowance Recorded:
Real estate mortgage:
Commercial	$	76	$	—	$	342	$	—
Income producing and other residential	1,883		—		1,534		—
Real estate construction and land:

Residential	116		—		—		—
Commercial:
Asset based	1,880		—		—		—
Venture capital	2,432		—		15,524		—
Other commercial	1,655		—		28,782		—
Consumer	556		—		413		—
With No Related Allowance Recorded:
Real estate mortgage:
Commercial	$	46,360	$	287	$	18,746	$	84
Income producing and other residential	588		—		774		—
Real estate construction and land:
Commercial	302		—		351		—
Residential	300		—		—		—
Commercial:
Asset based	500		—		17,103		—
Venture capital	—		—		3,089		—
Other commercial	11,004		1,830		8,944		24

Total Loans and Leases With and
Without an Allowance Recorded:
Real estate mortgage	$	48,907	$	287	$	21,396	$	84
Real estate construction and land	718		—		351		—
Commercial	17,471		1,830		73,442		24
Consumer	556		—		413		—
Total	$	67,652	$	2,117	$	95,602	$	108

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables present our loans held for investment by loan portfolio segment and class, by credit quality indicator (internal risk ratings), and by year of origination (vintage year) as of the dates indicated:


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
March 31, 2021	2021		2020		2019		2018		2017		Prior		Loans		Loans		Total
	(In thousands)
Real Estate Mortgage:
Commercial
Internal risk rating:
1-2 High pass	$	—	$	1,978	$	1,646	$	6,000	$	13,343	$	51,821	$	—	$	—	$	74,788
3-4 Pass	38,810		569,953		417,291		544,055		671,985		1,226,120		51,358		15,343		3,534,915
5 Special mention	—		2,609		84,720		95,272		7,199		64,663		—		—		254,463
6-8 Classified	—		504		1,221		5,684		12,234		57,801		—		—		77,444
Total	$	38,810	$	575,044	$	504,878	$	651,011	$	704,761	$	1,400,405	$	51,358	$	15,343	$	3,941,610
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	168	$	45	$	155	$	—	$	—	$	368
Gross recoveries	—		—		—		—		—		(541)		—		—		(541)
Net	$	—	$	—	$	—	$	168	$	45	$	(386)	$	—	$	—	$	(173)

Real Estate Mortgage:
Income Producing and
Other Residential
Internal risk rating:
1-2 High pass	$	1,505	$	55,262	$	42,358	$	26,420	$	26,984	$	23,133	$	—	$	—	$	175,662
3-4 Pass	285,757		532,473		849,901		955,726		529,270		390,100		254,127		292		3,797,646
5 Special mention	—		12,465		4,207		43,022		950		1,725		236		626		63,231
6-8 Classified	—		295		162		3,073		—		4,728		—		806		9,064
Total	$	287,262	$	600,495	$	896,628	$	1,028,241	$	557,204	$	419,686	$	254,363	$	1,724	$	4,045,603
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross recoveries	—		—		—		—		—		(4)		—		—		(4)
Net	$	—	$	—	$	—	$	—	$	—	$	(4)	$	—	$	—	$	(4)

Real Estate Construction
and Land: Commercial
Internal risk rating:
1-2 High pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
3-4 Pass	(2,226)		75,414		373,311		356,846		87,926		31,672		—		—		922,943
5 Special mention	—		—		—		—		66,790		—		—		—		66,790
6-8 Classified	—		—		—		—		—		302		—		—		302
Total	$	(2,226)	$	75,414	$	373,311	$	356,846	$	154,716	$	31,974	$	—	$	—	$	990,035
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	700	$	—	$	—	$	—	$	—	$	700
Gross recoveries	—		—		—		—		—		—		—		—		—
Net	$	—	$	—	$	—	$	700	$	—	$	—	$	—	$	—	$	700

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
March 31, 2021	2021		2020		2019		2018		2017		Prior		Loans		Loans		Total
	(In thousands)
Real Estate Construction
and Land: Residential
Internal risk rating:
1-2 High pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
3-4 Pass	226,803		500,914		805,652		746,717		208,155		22,446		9,034		55,049		2,574,770
5 Special mention	—		208		—		394		—		—		—		—		602
6-8 Classified	—		—		—		416		—		—		—		—		416
Total	$	226,803	$	501,122	$	805,652	$	747,527	$	208,155	$	22,446	$	9,034	$	55,049	$	2,575,788
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross recoveries	—		—		—		—		—		—		—		—		—
Net	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial: Asset-Based
Internal risk rating:
1-2 High pass	$	12,602	$	102,110	$	168,477	$	114,084	$	67,281	$	206,274	$	368,179	$	93,840	$	1,132,847
3-4 Pass	27,273		115,743		72,835		69,778		31,463		34,991		1,699,103		32,307		2,083,493
5 Special mention	—		—		59,012		35,337		7,346		13,971		21,970		4,486		142,122
6-8 Classified	—		—		—		—		—		19,936		5,905		(900)		24,941
Total	$	39,875	$	217,853	$	300,324	$	219,199	$	106,090	$	275,172	$	2,095,157	$	129,733	$	3,383,403
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross recoveries	—		—		—		—		—		(259)		(9)		—		(268)
Net	$	—	$	—	$	—	$	—	$	—	$	(259)	$	(9)	$	—	$	(268)

Commercial: Venture
Capital
Internal risk rating:
1-2 High pass	$	—	$	1,999	$	(2)	$	—	$	(8)	$	46	$	229,128	$	—	$	231,163
3-4 Pass	18,506		45,573		83,328		22,044		7,402		28,299		954,246		7,087		1,166,485
5 Special mention	—		33,619		32,331		—		—		—		23,473		—		89,423
6-8 Classified	—		—		(1,757)		4,200		—		1,757		2,095		2,432		8,727
Total	$	18,506	$	81,191	$	113,900	$	26,244	$	7,394	$	30,102	$	1,208,942	$	9,519	$	1,495,798
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	620	$	—	$	—	$	620
Gross recoveries	—		—		—		(13)		(35)		(9)		—		—		(57)
Net	$	—	$	—	$	—	$	(13)	$	(35)	$	611	$	—	$	—	$	563

____________________

(1) Amounts with negative balances are loans with zero principal balances and deferred loan origination fees.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
March 31, 2021	2021		2020		2019		2018		2017		Prior		Loans		Loans		Total
	(In thousands)
Commercial: Other
Commercial
Internal risk rating:
1-2 High pass	$	358,071	$	721,033	$	332	$	5	$	323	$	1,311	$	70,251	$	823	$	1,152,149
3-4 Pass	21,651		87,985		88,030		89,633		73,382		101,353		530,578		6,746		999,358
5 Special mention	—		—		36		2,130		432		10,329		27		581		13,535
6-8 Classified	2,042		2		586		26		24		5,534		27,761		5,622		41,597
Total	$	381,764	$	809,020	$	88,984	$	91,794	$	74,161	$	118,527	$	628,617	$	13,772	$	2,206,639
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	47	$	—	$	154	$	53	$	1,700	$	1,954
Gross recoveries	—		—		(9)		—		(31)		(312)		—		(20)		(372)
Net	$	—	$	—	$	(9)	$	47	$	(31)	$	(158)	$	53	$	1,680	$	1,582

Consumer
Internal risk rating:
1-2 High pass	$	—	$	13	$	—	$	7	$	11	$	—	$	756	$	—	$	787
3-4 Pass	55,959		40,665		96,356		55,328		32,871		48,345		6,480		104		336,108
5 Special mention	—		85		530		1,376		417		423		—		—		2,831
6-8 Classified	—		22		266		—		—		314		2		22		626
Total	$	55,959	$	40,785	$	97,152	$	56,711	$	33,299	$	49,082	$	7,238	$	126	$	340,352
Current YTD period:
Gross charge-offs	$	—	$	—	$	95	$	136	$	83	$	32	$	—	$	—	$	346
Gross recoveries	—		—		—		—		(3)		(7)		—		—		(10)
Net	$	—	$	—	$	95	$	136	$	80	$	25	$	—	$	—	$	336

Total Loans and Leases
Internal risk rating:
1-2 High pass	$	372,178	$	882,395	$	212,811	$	146,516	$	107,934	$	282,585	$	668,314	$	94,663	$	2,767,396
3-4 Pass	672,533		1,968,720		2,786,704		2,840,127		1,642,454		1,883,326		3,504,926		116,928		15,415,718
5 Special mention	—		48,986		180,836		177,531		83,134		91,111		45,706		5,693		632,997
6-8 Classified	2,042		823		478		13,399		12,258		90,372		35,763		7,982		163,117
Total	$	1,046,753	$	2,900,924	$	3,180,829	$	3,177,573	$	1,845,780	$	2,347,394	$	4,254,709	$	225,266	$	18,979,228
Current YTD period:
Gross charge-offs	$	—	$	—	$	95	$	1,051	$	128	$	961	$	53	$	1,700	$	3,988
Gross recoveries	—		—		(9)		(13)		(69)		(1,132)		(9)		(20)		(1,252)
Net	$	—	$	—	$	86	$	1,038	$	59	$	(171)	$	44	$	1,680	$	2,736

______________________

(1) Amounts with negative balances are loans with zero principal balances and deferred loan origination fees.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
December 31, 2020	2020		2019		2018		2017		2016		Prior		Loans		Loans		Total
	(In thousands)
Real Estate Mortgage:
Commercial
Internal risk rating:
1-2 High pass	$	—	$	28,304	$	4,848	$	13,184	$	12,241	$	41,222	$	—	$	—	$	99,799
3-4 Pass	554,143		413,785		574,497		725,503		405,367		893,008		62,586		13,978		3,642,867
5 Special mention	2,622		78,484		99,397		14,625		9,967		57,367		—		—		262,462
6-8 Classified	504		1,255		7,489		7,869		16,797		57,629		—		—		91,543
Total	$	557,269	$	521,828	$	686,231	$	761,181	$	444,372	$	1,049,226	$	62,586	$	13,978	$	4,096,671
Current YTD period:
Gross charge-offs	$	—	$	—	$	154	$	3,330	$	—	$	6,694	$	—	$	—	$	10,178
Gross recoveries	—		—		—		(9)		—		(280)		—		—		(289)
Net	$	—	$	—	$	154	$	3,321	$	—	$	6,414	$	—	$	—	$	9,889

Real Estate Mortgage:
Income Producing and
Other Residential
Internal risk rating:
1-2 High pass	$	58,714	$	55,826	$	28,831	$	33,017	$	18,991	$	9,265	$	—	$	—	$	204,644
3-4 Pass	491,504		850,978		1,067,109		577,906		238,499		187,959		113,987		528		3,528,470
5 Special mention	12,307		4,207		42,455		1,554		—		—		861		—		61,384
6-8 Classified	—		—		2,862		—		—		4,950		118		837		8,767
Total	$	562,525	$	911,011	$	1,141,257	$	612,477	$	257,490	$	202,174	$	114,966	$	1,365	$	3,803,265
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	51	$	—	$	457	$	508
Gross recoveries	—		—		—		—		—		(327)		(1)		—		(328)
Net	$	—	$	—	$	—	$	—	$	—	$	(276)	$	(1)	$	457	$	180

Real Estate Construction
and Land: Commercial
Internal risk rating:
1-2 High pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
3-4 Pass	66,114		369,588		357,295		118,586		36,027		11,778		7,583		—		966,971
5 Special mention	—		—		40,396		67,196		—		—		—		—		107,592
6-8 Classified	—		—		—		—		42,243		315		—		—		42,558
Total	$	66,114	$	369,588	$	397,691	$	185,782	$	78,270	$	12,093	$	7,583	$	—	$	1,117,121
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross recoveries	—		—		—		—		—		—		—		—		—
Net	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
December 31, 2020	2020		2019		2018		2017		2016		Prior		Loans		Loans		Total
	(In thousands)
Real Estate Construction
and Land: Residential
Internal risk rating:
1-2 High pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
3-4 Pass	345,134		670,894		849,819		285,072		28,725		688		9,034		53,035		2,242,401
5 Special mention	759		—		—		—		—		—		—		—		759
6-8 Classified	—		—		—		—		—		—		—		—		—
Total	$	345,893	$	670,894	$	849,819	$	285,072	$	28,725	$	688	$	9,034	$	53,035	$	2,243,160
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross recoveries	—		—		—		—		—		(21)		—		—		(21)
Net	$	—	$	—	$	—	$	—	$	—	$	(21)	$	—	$	—	$	(21)

Commercial: Asset-Based
Internal risk rating:
1-2 High pass	$	116,247	$	173,457	$	111,630	$	69,244	$	121,838	$	88,201	$	275,093	$	72,017	$	1,027,727
3-4 Pass	155,221		84,798		85,539		42,928		8,227		46,663		1,750,934		46,078		2,220,388
5 Special mention	—		59,822		41,789		9,022		14,274		482		23,257		4,655		153,301
6-8 Classified	—		—		—		—		19,417		551		8,799		(900)		27,867
Total	$	271,468	$	318,077	$	238,958	$	121,194	$	163,756	$	135,897	$	2,058,083	$	121,850	$	3,429,283
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	11,817	$	—	$	—	$	11,817
Gross recoveries	(52)		—		—		—		—		(420)		(236)		—		(708)
Net	$	(52)	$	—	$	—	$	—	$	—	$	11,397	$	(236)	$	—	$	11,109

Commercial: Venture
Capital
Internal risk rating:
1-2 High pass	$	1,999	$	4,797	$	—	$	(4)	$	(4)	$	52	$	167,296	$	—	$	174,136
3-4 Pass	48,132		103,437		37,818		7,789		29,738		5,494		1,161,606		5,725		1,399,739
5 Special mention	21,645		42,499		2,202		—		—		—		46,765		5,014		118,125
6-8 Classified	—		(1,710)		4,000		—		—		3,690		528		—		6,508
Total	$	71,776	$	149,023	$	44,020	$	7,785	$	29,734	$	9,236	$	1,376,195	$	10,739	$	1,698,508
Current YTD period:
Gross charge-offs	$	—	$	—	$	6,533	$	—	$	(8)	$	150	$	144	$	—	$	6,819
Gross recoveries	—		—		(478)		(176)		(154)		(3)		(450)		—		(1,261)
Net	$	—	$	—	$	6,055	$	(176)	$	(162)	$	147	$	(306)	$	—	$	5,558

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


															Revolving
															Converted
Amortized Cost Basis (1)	Term Loans by Origination Year												Revolving		to Term
December 31, 2020	2020		2019		2018		2017		2016		Prior		Loans		Loans		Total
	(In thousands)
Commercial: Other
Commercial
Internal risk rating:
1-2 High pass	$	1,057,405	$	380	$	4	$	366	$	69	$	1,350	$	74,206	$	80	$	1,133,860
3-4 Pass	88,875		95,110		99,434		77,557		23,305		89,865		657,088		7,533		1,138,767
5 Special mention	—		40		2,145		564		484		10,440		335		922		14,930
6-8 Classified	2		564		80		230		755		3,813		75,046		7,067		87,557
Total	$	1,146,282	$	96,094	$	101,663	$	78,717	$	24,613	$	105,468	$	806,675	$	15,602	$	2,375,114
Current YTD period:
Gross charge-offs	$	—	$	—	$	—	$	506	$	239	$	33,521	$	27,332	$	1,871	$	63,469
Gross recoveries	—		(18)		(8)		(34)		(226)		(3,155)		(100)		(19)		(3,560)
Net	$	—	$	(18)	$	(8)	$	472	$	13	$	30,366	$	27,232	$	1,852	$	59,909

Consumer
Internal risk rating:
1-2 High pass	$	15	$	—	$	8	$	14	$	—	$	—	$	509	$	—	$	546
3-4 Pass	40,585		110,993		62,833		39,036		41,623		12,831		8,536		78		316,515
5 Special mention	45		137		1,628		261		422		239		—		—		2,732
6-8 Classified	—		35		—		36		56		306		2		27		462
Total	$	40,645	$	111,165	$	64,469	$	39,347	$	42,101	$	13,376	$	9,047	$	105	$	320,255
Current YTD period:
Gross charge-offs	$	—	$	97	$	86	$	177	$	363	$	44	$	22	$	9	$	798
Gross recoveries	—		—		(1)		(10)		(16)		(174)		—		—		(201)
Net	$	—	$	97	$	85	$	167	$	347	$	(130)	$	22	$	9	$	597

Total Loans and Leases
Internal risk rating:
1-2 High pass	$	1,234,380	$	262,764	$	145,321	$	115,821	$	153,135	$	140,090	$	517,104	$	72,097	$	2,640,712
3-4 Pass	1,789,708		2,699,583		3,134,344		1,874,377		811,511		1,248,286		3,771,354		126,955		15,456,118
5 Special mention	37,378		185,189		230,012		93,222		25,147		68,528		71,218		10,591		721,285
6-8 Classified	506		144		14,431		8,135		79,268		71,254		84,493		7,031		265,262
Total	$	3,061,972	$	3,147,680	$	3,524,108	$	2,091,555	$	1,069,061	$	1,528,158	$	4,444,169	$	216,674	$	19,083,377
Current YTD period:
Gross charge-offs	$	—	$	97	$	6,773	$	4,013	$	594	$	52,277	$	27,498	$	2,337	$	93,589
Gross recoveries	(52)		(18)		(487)		(229)		(396)		(4,380)		(787)		(19)		(6,368)
Net	$	(52)	$	79	$	6,286	$	3,784	$	198	$	47,897	$	26,711	$	2,318	$	87,221

______________________

(1) Amounts with negative balances are loans with zero principal balances and deferred loan origination fees.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

TDRs are a result of rate reductions, term extensions, fee concessions, transfers to foreclosed assets, discounted loan payoffs, and debt forgiveness, or a combination thereof. The Company has granted various commercial and consumer loan modifications to provide borrowers relief from the economic impacts of COVID-19. In accordance with the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Company has elected to not apply TDR classification to COVID-19 related loan modifications that met all of the requisite criteria as stipulated in the CARES Act. The following table presents our troubled debt restructurings of loans held for investment by loan portfolio segment and class for the periods indicated:


	Three Months Ended March 31,
	2021					2020
		Pre-		Post-			Pre-		Post-
		Modification		Modification			Modification		Modification
	Number	Outstanding		Outstanding		Number	Outstanding		Outstanding
	of	Recorded		Recorded		of	Recorded		Recorded
Troubled Debt Restructurings	Loans	Investment		Investment		Loans	Investment		Investment
	(Dollars in thousands)
Real estate mortgage:
Commercial	1	$	647	$	—	—	$	—	$	—
Income producing and other residential	2	266		266		—	—		—



Commercial:
Asset-based	1	503		503		4	1,741		1,741
Venture capital	3	4,502		2,529		2	2,047		2,047
Other commercial	12	32,250		14,276		15	22,165		20,389
Consumer	1	20		20		—	—		—
Total	20	$	38,188	$	17,594	21	$	25,953	$	24,177

During the three months ended March 31, 2021, there was one $163,000 real estate mortgage income producing and other residential loan and one $87,000 other commercial loan restructured in the preceding 12-month period that subsequently defaulted.

During the three months ended March 31, 2020, there was one $2.3 million venture capital loan and one other commercial loan totaling $9,000 restructured in the preceding 12-month period that subsequently defaulted.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Leases Receivable

We provide equipment financing to our customers primarily with operating and direct financing leases. For direct financing leases, lease receivables are recorded on the balance sheet but the leased equipment is not, although we generally retain legal title to the leased equipment until the end of each lease. Direct financing leases are stated at the net amount of minimum lease payments receivable, plus any unguaranteed residual value, less the amount of unearned income and net acquisition discount at the reporting date. Direct lease origination costs are amortized using the effective interest method over the life of the leases. Direct financing leases are subject to our accounting for allowance for loan and lease losses. See Note 9. Leases for information regarding operating leases where we are the lessor.

The following table provides the components of leases receivable income for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Component of leases receivable income:
Interest income on net investments in leases	$	2,080	$	2,252

The following table presents the components of leases receivable as of the dates indicated:


	March 31, 2021		December 31, 2020
	(In thousands)
Net investment in direct financing leases:
Lease payments receivable	$	149,830	$	158,740
Unguaranteed residual assets	20,751		19,303
Deferred costs and other	1,010		996
Aggregate net investment in leases	$	171,591	$	179,039

The following table presents maturities of leases receivable as of the date indicated:


	March 31, 2021
	(In thousands)
Period ending December 31,
2021	$	54,990
2022	40,450
2023	27,725
2024	22,090
2025	10,167
Thereafter	7,675
Total undiscounted cash flows	163,097
Less: Unearned income	(13,267)
Present value of lease payments	$	149,830

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Allowance for Loan and Lease Losses

The following tables present a summary of the activity in the allowance for loan and lease losses on loans and leases held for investment by loan portfolio segment for the periods indicated:















	Three Months Ended March 31, 2021
			Real Estate
	Real Estate		Construction
	Mortgage		and Land		Commercial		Consumer		Total
	(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period	$	138,342	$	78,356	$	126,403	$	5,080	$	348,181



Charge-offs	(368)		(700)		(2,574)		(346)		(3,988)
Recoveries	545		—		697		10		1,252
Net charge-offs	177		(700)		(1,877)		(336)		(2,736)
Provision	2,603		(10,881)		(45,810)		1,088		(53,000)
Balance, end of period	$	141,122	$	66,775	$	78,716	$	5,832	$	292,445

Ending Allowance by
Evaluation Methodology:
Individually evaluated	$	220	$	—	$	1,581	$	—	$	1,801
Collectively evaluated	$	140,902	$	66,775	$	77,135	$	5,832	$	290,644

Ending Loans and Leases by
Evaluation Methodology:
Individually evaluated	$	52,823	$	2,047	$	35,285	$	—	$	90,155
Collectively evaluated	7,934,390		3,563,776		7,050,555		340,352		18,889,073
Ending balance	$	7,987,213	$	3,565,823	$	7,085,840	$	340,352	$	18,979,228

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)















	Three Months Ended March 31, 2020
			Real Estate
	Real Estate		Construction
	Mortgage		and Land		Commercial		Consumer		Total
	(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period	$	44,575	$	30,544	$	61,528	$	2,138	$	138,785
Cumulative effect of change in accounting
principle - CECL	5,308		(8,592)		6,860		41		3,617
Balance, January 1, 2020	49,883		21,952		68,388		2,179		142,402
Charge-offs	(500)		—		(19,232)		(473)		(20,205)
Recoveries	124		—		955		16		1,095
Net charge-offs	(376)		—		(18,277)		(457)		(19,110)
Provision	41,865		18,221		37,459		455		98,000
Balance, end of period	$	91,372	$	40,173	$	87,570	$	2,177	$	221,292

Ending Allowance by
Evaluation Methodology:
Individually evaluated	$	230	$	—	$	6,462	$	—	$	6,692
Collectively evaluated	$	91,142	$	40,173	$	81,108	$	2,177	$	214,600

Ending Loans and Leases by
Evaluation Methodology:
Individually evaluated	$	25,901	$	1,816	$	72,280	$	—	$	99,997
Collectively evaluated	7,983,043		2,878,437		8,353,944		429,884		19,645,308
Ending balance	$	8,008,944	$	2,880,253	$	8,426,224	$	429,884	$	19,745,305

The allowance for loan and lease losses decreased by $55.7 million in the first quarter of 2021 to $292.4 million due primarily to a provision for loan and lease losses benefit of $53.0 million driven by improvement in certain key macro-economic variables and decreased provisions for individually evaluated loans and leases.

We actively participated in both rounds of the Paycheck Protection Program ("PPP"), under the provisions of the CARES Act during 2020 and 2021. As of March 31, 2021, PPP loans had an outstanding balance of approximately $1.1 billion. The loans are fully guaranteed by the SBA, and do not carry an allowance.

A loan is considered collateral-dependent, and is individually evaluated for reserve purposes, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent loans held for investment by collateral type as of the following dates:


	March 31, 2021						December 31, 2020
	Real		Business				Real		Business
	Property		Assets		Total		Property		Assets		Total
	(In thousands)
Real estate mortgage	$	46,767	$	—	$	46,767	$	43,656	$	—	$	43,656
Real estate construction and land	2,047		—		2,047		1,766		—		1,766
Commercial	—		4,577		4,577		—		31,100		31,100
Total	$	48,814	$	4,577	$	53,391	$	45,422	$	31,100	$	76,522

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Allowance for Credit Losses

The allowance for credit losses is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The reserve for unfunded loan commitments is included within "Accrued interest payable and other liabilities" on the condensed consolidated balance sheets.

The following tables present a summary of the activity in the allowance for loan and lease losses and reserve for unfunded loan commitments for the periods indicated:


	Three Months Ended
	March 31, 2021
	Allowance for		Reserve for		Total
	Loan and		Unfunded Loan		Allowance for
	Lease Losses		Commitments		Credit Losses
	(In thousands)
Balance, beginning of period	$	348,181	$	85,571	$	433,752



Charge-offs	(3,988)		—		(3,988)
Recoveries	1,252		—		1,252
Net charge-offs	(2,736)		—		(2,736)
Provision	(53,000)		5,000		(48,000)
Balance, end of period	$	292,445	$	90,571	$	383,016


	Three Months Ended
	March 31, 2020
	Allowance for		Reserve for		Total
	Loan and		Unfunded Loan		Allowance for
	Lease Losses		Commitments		Credit Losses
	(In thousands)
Balance, beginning of period	$	138,785	$	35,861	$	174,646
Cumulative effect of change in accounting
principle - CECL	3,617		3,710		7,327
Balance, January 1, 2020	142,402		39,571		181,973
Charge-offs	(20,205)		—		(20,205)
Recoveries	1,095		—		1,095
Net charge-offs	(19,110)		—		(19,110)
Provision	98,000		14,000		112,000
Balance, end of period	$	221,292	$	53,571	$	274,863

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 6. FORECLOSED ASSETS, NET

The following table summarizes foreclosed assets, net of the valuation allowance, as of the dates indicated:


	March 31,		December 31,
Property Type	2021		2020
	(In thousands)
Commercial real estate	$	13,612	$	12,979
Construction and land development	219		219


Total other real estate owned, net	13,831		13,198
Other foreclosed assets	467		829
Total foreclosed assets, net	$	14,298	$	14,027

The following table presents the changes in foreclosed assets, net of the valuation allowance, for the period indicated:


	Foreclosed
	Assets
	(In thousands)
Balance, December 31, 2020	$	14,027

Transfers to foreclosed assets from loans	647

Provision for losses	(14)
Reductions related to sales	(362)
Balance, March 31, 2021	$	14,298

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill and other intangible assets arise from the acquisition method of accounting for business combinations. Goodwill and other intangible assets generated from business combinations and deemed to have indefinite lives are not subject to amortization and instead are tested for impairment annually unless a triggering event occurs thereby requiring an updated assessment. Our regular annual impairment assessment occurs in the fourth quarter. Goodwill represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. Impairment exists when the carrying value of the goodwill exceeds its fair value. An impairment loss would be recognized in an amount equal to that excess as a charge to "Noninterest expense" in the condensed consolidated statements of earnings (loss).

The following table presents the changes in the carrying amount of goodwill for the period indicated:


	Goodwill
	(In thousands)
Balance, December 31, 2020	$	1,078,670
Addition from the Civic acquisition	125,422
Balance, March 31, 2021	$	1,204,092

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Our other intangible assets with definite lives are CDI and CRI. CDI and CRI are amortized over their respective estimated useful lives and reviewed for impairment at least quarterly. The amortization expense represents the estimated decline in the value of the underlying deposits or customer relationships acquired.

The following table presents the estimated aggregate future amortization expense for our current intangible assets as of the date indicated:


	March 31, 2021
	(In thousands)
Period ending December 31,
2021	$	8,142
2022	7,672
2023	3,787
2024	1,711

Net CDI and CRI	$	21,312

The following table presents the changes in CDI and CRI and the related accumulated amortization for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Gross Amount of CDI and CRI:
Balance, beginning of period	$	109,646	$	117,573
Addition from Civic acquisition	750		—
Fully amortized portion	(9,846)		—

Balance, end of period	100,550		117,573
Accumulated Amortization:
Balance, beginning of period	(86,005)		(79,179)
Amortization expense	(3,079)		(3,948)
Fully amortized portion	9,846		—

Balance, end of period	(79,238)		(83,127)
Net CDI and CRI, end of period	$	21,312	$	34,446

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 8. OTHER ASSETS

The following table presents the detail of our other assets as of the dates indicated:


	March 31,		December 31,
Other Assets	2021		2020
	(In thousands)
LIHTC investments	$	216,285	$	213,034
Cash surrender value of BOLI	204,177		203,031
Operating lease ROU assets, net (1)	122,372		119,787
Interest receivable	100,107		101,596
Equity investments without readily determinable fair values	34,441		34,304
Taxes receivable	33,744		59,565
SBIC investments	33,374		32,327
Prepaid expenses	21,384		22,999
Equity investments with readily determinable fair values	10,266		6,147
Equity warrants (2)	4,589		4,520

Other receivables/assets	102,914		63,016
Total other assets	$	883,653	$	860,326

____________________

(1) See Note 9. Leases for further details regarding the operating lease ROU assets.

(2) See Note 11. Derivatives for information regarding equity warrants.

NOTE 9. LEASES

Operating Leases as a Lessee

Our lease expense is a component of "Occupancy expense" on our condensed consolidated statements of earnings (loss). The following table presents the components of lease expense for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Operating lease expense:
Fixed costs	$	8,496	$	8,245
Variable costs	15		13
Short-term lease costs	256		92
Sublease income	(1,099)		(1,016)
Net lease expense	$	7,668	$	7,334

The following table presents supplemental cash flow information related to leases for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9,278	$	8,236
ROU assets obtained in exchange for lease obligations:
Operating leases	$	10,482	$	4,560

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents supplemental balance sheet and other information related to operating leases as of the dates indicated:


	March 31,			December 31,
	2021			2020
	(Dollars in thousands)
Operating leases:
Operating lease right-of-use assets, net	$	122,372		$	119,787
Operating lease liabilities	$	141,717		$	139,501

Weighted average remaining lease term (in years)	5.6			5.8
Weighted average discount rate	2.40		%	2.54		%

The following table presents the maturities of operating lease liabilities as of the date indicated:


	March 31, 2021
	(In thousands)
Period ending December 31,
2021	$	26,769
2022	31,639
2023	28,718
2024	21,407
2025	14,596
Thereafter	29,017
Total operating lease liabilities	152,146
Less: Imputed interest	(10,429)
Present value of operating lease liabilities	$	141,717

Operating Leases as a Lessor

We provide equipment financing to our customers through operating leases where we facilitate the purchase of equipment leased to our customers. The equipment is shown on the condensed consolidated balance sheets as "Equipment leased to others under operating leases" and is depreciated to its estimated residual value at the end of the lease term, shown as "Leased equipment depreciation" in the condensed consolidated statements of earnings (loss), according to our fixed asset accounting policy. We receive periodic rental income payments under the leases, which are recorded as "Noninterest Income" in the condensed consolidated statements of earnings (loss). The equipment is tested periodically for impairment. No impairment was recorded on "Equipment leased to others under operating leases" in the three months ended March 31, 2021 and 2020.

The following table presents the rental payments to be received on operating leases as of the date indicated:


	March 31, 2021
	(In thousands)
Period ending December 31,
2021	$	30,548
2022	39,884
2023	30,621
2024	24,880
2025	18,113
Thereafter	40,893
Total undiscounted cash flows	$	184,939

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 10. BORROWINGS AND SUBORDINATED DEBENTURES

Borrowings

The following table summarizes our borrowings as of the dates indicated:


	March 31, 2021				December 31, 2020
			Weighted				Weighted
			Average				Average
	Balance		Rate		Balance		Rate
	(Dollars in thousands)
FHLB secured advances	$	5,000	—	%	$	5,000	—	%


Other borrowings	14,750		6.50	%	—		—	%
Total borrowings	$	19,750	4.86	%	$	5,000	—	%

The other borrowings were assumed in connection with the Civic acquisition and have a weighted average remaining term of 5.5 months.

The Bank has established secured and unsecured lines of credit under which it may borrow funds from time to time on a term or overnight basis from the FHLB, the FRBSF, and other financial institutions.

FHLB Secured Line of Credit. The Bank had secured financing capacity with the FHLB as of March 31, 2021 of $3.5 billion, collateralized by a blanket lien on $5.0 billion of qualifying loans.

The following table presents the interest rates and maturity dates of FHLB secured advances as of the dates indicated:


	March 31, 2021					December 31, 2020
					Maturity					Maturity
	Balance		Rate		Date	Balance		Rate		Date
	(Dollars in thousands)

FHLB term advance	$	5,000	—	%	5/6/2021	$	5,000	—	%	5/6/2021
Other borrowing	8,125		6.50	%	9/1/2021	—		—	%	—
Other borrowing	6,625		6.50	%	10/1/2021	—		—	%	—
Total	$	19,750	4.86	%		$	5,000	—	%

FRBSF Secured Line of Credit. The Bank has a secured line of credit with the FRBSF. As of March 31, 2021, the Bank had secured borrowing capacity of $1.4 billion collateralized by liens covering $1.8 billion of qualifying loans. As of March 31, 2021 and December 31, 2020, there were no balances outstanding.

FHLB Unsecured Line of Credit. The Bank has a $112.0 million unsecured line of credit with the FHLB for the purchase of overnight funds, of which there were no balances outstanding at March 31, 2021 and December 31, 2020.

Federal Funds Arrangements with Commercial Banks. As of March 31, 2021, the Bank had unsecured lines of credit of $180.0 million in the aggregate with several correspondent banks for the purchase of overnight funds, subject to availability of funds. These lines are renewable annually and have no unused commitment fees. As of March 31, 2021 and December 31, 2020, there were no balances outstanding. The Bank is a member of the AFX, through which it may either borrow or lend funds on an overnight or short-term basis with a group of pre-approved commercial banks. The availability of funds changes daily. As of March 31, 2021 and December 31, 2020, there were no overnight borrowings outstanding.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subordinated Debentures

The following table summarizes the terms of each issuance of subordinated debentures outstanding as of the dates indicated:


	March 31, 2021				December 31, 2020				Date	Maturity	Rate Index
Series	Balance		Rate		Balance		Rate		Issued	Date	(Quarterly Reset)
	(Dollars in thousands)
Trust V	$	10,310	3.28	%	$	10,310	3.33	%	8/15/2003	9/17/2033	3-month LIBOR + 3.10
Trust VI	10,310		3.23	%	10,310		3.27	%	9/3/2003	9/15/2033	3-month LIBOR + 3.05
Trust CII	5,155		3.13	%	5,155		3.18	%	9/17/2003	9/17/2033	3-month LIBOR + 2.95
Trust VII	61,856		2.96	%	61,856		2.96	%	2/5/2004	4/23/2034	3-month LIBOR + 2.75
Trust CIII	20,619		1.87	%	20,619		1.91	%	8/15/2005	9/15/2035	3-month LIBOR + 1.69
Trust FCCI	16,495		1.78	%	16,495		1.82	%	1/25/2007	3/15/2037	3-month LIBOR + 1.60
Trust FCBI	10,310		1.73	%	10,310		1.77	%	9/30/2005	12/15/2035	3-month LIBOR + 1.55
Trust CS 2005-1	82,475		2.13	%	82,475		2.17	%	11/21/2005	12/15/2035	3-month LIBOR + 1.95
Trust CS 2005-2	128,866		2.16	%	128,866		2.16	%	12/14/2005	1/30/2036	3-month LIBOR + 1.95
Trust CS 2006-1	51,545		2.16	%	51,545		2.16	%	2/22/2006	4/30/2036	3-month LIBOR + 1.95
Trust CS 2006-2	51,550		2.16	%	51,550		2.16	%	9/27/2006	10/30/2036	3-month LIBOR + 1.95
Trust CS 2006-3 (1)	30,234		1.51	%	31,487		1.54	%	9/29/2006	10/30/2036	3-month EURIBOR + 2.05
Trust CS 2006-4	16,470		2.16	%	16,470		2.16	%	12/5/2006	1/30/2037	3-month LIBOR + 1.95
Trust CS 2006-5	6,650		2.16	%	6,650		2.16	%	12/19/2006	1/30/2037	3-month LIBOR + 1.95
Trust CS 2007-2	39,177		2.16	%	39,177		2.16	%	6/13/2007	7/30/2037	3-month LIBOR + 1.95
Gross subordinated debentures	542,022		2.23	%	543,275		2.24	%
Unamortized discount (2)	(76,208)				(77,463)
Net subordinated debentures	$	465,814			$	465,812

___________________

(1) Denomination is in Euros with a value of €25.8 million.

(2) Amount represents the fair value adjustment on trust preferred securities assumed in acquisitions.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 11. DERIVATIVES

The following table presents the U.S. dollar notional amounts and fair values of our derivative instruments included in the condensed consolidated balance sheets as of the dates indicated:


	March 31, 2021				December 31, 2020
	Notional		Fair		Notional		Fair
Derivatives Not Designated As Hedging Instruments	Amount		Value		Amount		Value
	(In thousands)
Derivative Assets:
Interest rate contracts	$	63,753	$	937	$	59,867	$	1,028
Foreign exchange contracts	27,873		2,231		73,108		3,202
Interest rate and economic contracts	91,626		3,168		132,975		4,230
Equity warrant assets	23,089		4,589		24,081		4,520
Total	$	114,715	$	7,757	$	157,056	$	8,750

Derivative Liabilities:
Interest rate contracts	$	63,753	$	831	$	59,867	$	1,004
Foreign exchange contracts	27,873		590		73,108		146
Total	$	91,626	$	1,421	$	132,975	$	1,150

For further information regarding our derivatives, see Note 1. Nature of Operations and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of the Form 10-K.

NOTE 12. COMMITMENTS AND CONTINGENCIES

The following table presents a summary of commitments described below as of the dates indicated:


	March 31,		December 31,
	2021		2020
	(In thousands)
Loan commitments to extend credit	$	8,127,999	$	7,601,390
Standby letters of credit	312,573		337,336
Commitments to contribute capital to SBICs
and CRA-related loan pools	54,785		55,499



Total	$	8,495,357	$	7,994,225

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement that the Company has in particular classes of financial instruments.

Commitments to extend credit are contractual agreements to lend to our customers when customers are in compliance with their contractual credit agreements and when customers have contractual availability to borrow under such agreements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. We provide standby letters of credit in conjunction with several of our lending arrangements and property lease obligations. Most guarantees expire within one year from the date of issuance. If a borrower defaults on its commitments subject to any letter of credit issued under these arrangements, we would be required to meet the borrower's financial obligation but would seek repayment of that financial obligation from the borrower. In some cases, borrowers have pledged cash and investment securities as collateral under these arrangements.

In addition, we invest in SBICs that call for capital contributions up to an amount specified in the partnership agreements, and in CRA-related loan pools. As of March 31, 2021 and December 31, 2020, we had commitments to contribute capital to these entities totaling $54.8 million and $55.5 million.

The following table presents the years in which commitments are expected to be paid for our commitments to contribute capital to small business investment companies and CRA-related loan pools as of the date indicated:


	March 31, 2021
	(In thousands)
Period ending December 31,
2021	$	27,393
2022	27,392




Total	$	54,785

Legal Matters

In the ordinary course of our business, the Company is party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon currently available information, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations. The range of any reasonably possible liabilities is also not significant.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 13. FAIR VALUE MEASUREMENTS

The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily securities available-for-sale and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and leases and other real estate owned and also to record impairment on certain assets, such as goodwill, CDI, and other long-lived assets.

For information regarding the valuation methodologies used to measure our assets recorded at fair value (under ASC Topic 820), and for estimating fair value for financial instruments not recorded at fair value (under ASC Topic 825, as amended by ASU 2016-01 and ASU 2018-03), see Note 1. Nature of Operations and Summary of Significant Accounting Policies, and Note 13. Fair Value Measurements, to the Consolidated Financial Statements of the Company's Form 10-K.

The Company also holds SBIC investments measured at fair value using the NAV per share practical expedient that are not required to be classified in the fair value hierarchy. At March 31, 2021, the fair value of these investments was $33.4 million.

The following tables present information on the assets and liabilities measured and recorded at fair value on a recurring basis as of the dates indicated:


	Fair Value Measurements as of
	March 31, 2021
Measured on a Recurring Basis	Total		Level 1		Level 2		Level 3
	(In thousands)
Securities available-for-sale:
Municipal securities	$	1,646,054	$	—	$	1,646,054	$	—
Agency commercial MBS	1,273,402		—		1,273,402		—
Agency residential CMOs	1,108,828		—		1,108,828		—
U.S. Treasury securities	491,358		491,358		—		—
Agency residential MBS	433,100		—		433,100		—
Corporate debt securities	380,407		—		380,407		—
Collateralized loan obligations	244,240		—		244,240		—
Asset-backed securities	224,015		—		200,133		23,882
Private label residential CMOs	103,376		—		98,962		4,414
SBA securities	36,910		—		36,910		—
Total securities available-for-sale	$	5,941,690	$	491,358	$	5,422,036	$	28,296
Equity investments with readily determinable fair values	$	10,266	$	10,266	$	—	$	—
Derivatives (1):
Equity warrants	4,589		—		—		4,589
Interest rate and economic contracts	3,168		—		3,168		—
Derivative liabilities	1,421		—		1,421		—

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Fair Value Measurements as of
	December 31, 2020
Measured on a Recurring Basis	Total		Level 1		Level 2		Level 3
	(In thousands)
Securities available-for-sale:
Agency commercial MBS	$	1,281,877	$	—	$	1,281,877	$	—
Agency residential CMOs	1,219,880		—		1,219,880		—
Municipal securities	1,531,617		—		1,531,617		—
Agency residential MBS	341,074		—		341,074		—
Asset-backed securities	249,503		—		223,778		25,725
Collateralized loan obligations	135,876		—		135,876		—
Private label residential CMOs	116,946		—		112,299		4,647
SBA securities	41,627		—		41,627		—
Corporate debt securities	311,889		—		311,889		—
U.S. Treasury securities	5,302		5,302		—		—
Total securities available-for-sale	$	5,235,591	$	5,302	$	5,199,917	$	30,372
Equity investments with readily determinable fair values	$	6,147	$	6,147	$	—	$	—
Derivatives (1):
Equity warrants	4,520		—		—		4,520
Interest rate and economic contracts	4,230		—		4,230		—
Derivative liabilities	1,150		—		1,150		—

____________________

(1) For information regarding derivative instruments, see Note 11. Derivatives.

During the three months ended March 31, 2021, there was a $67,000 transfer from Level 3 equity warrants to Level 1 equity investments with readily determinable fair values measured on a recurring basis.

The following table presents information about quantitative inputs and assumptions used to determine the fair values provided by our third party pricing service for our Level 3 private label residential CMOs and asset-backed securities available-for-sale measured at fair value on a recurring basis as of the date indicated:


	March 31, 2021
	Private Label Residential CMOs		Asset-Backed Securities
		Weighted	Input or	Weighted
	Range	Average	Range	Average
Unobservable Inputs	of Inputs	Input (1)	of Inputs	Input (2)
Voluntary annual prepayment speeds	4.6% - 19.9%	11.5%	10.0% - 15.0%	12.1%
Annual default rates (3)	0.3% - 18.2%	2.4%	2.0%	2.0%
Loss severity rates (3)	16.9% - 80.4%	55.8%	60.0%	60.0%
Discount rates	1.6% - 9.9%	6.8%	2.7% - 3.6%	2.8%

____________________

(1) Unobservable inputs for private label residential CMOs were weighted by the relative fair values of the instruments.

(2) Voluntary annual prepayment speeds and discount rates for asset-backed securities were weighted by the relative fair values of the instruments.

(3) Annual default rates and loss severity rates were the same for all of the asset-backed securities.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents information about quantitative inputs and assumptions used in the modified Black-Scholes option pricing model to determine the fair value for our Level 3 equity warrants measured at fair value on a recurring basis as of the date indicated:


	March 31, 2021
	Equity Warrants
		Weighted
	Range	Average
Unobservable Inputs	of Inputs	Input (1)
Volatility	24.4% - 159.1%	30.1%
Risk-free interest rate	0.0% - 0.9%	0.4%
Remaining life assumption (in years)	0.08 - 4.98	2.91

____________________

(1) Unobservable inputs for equity warrants were weighted by the relative fair values of the instruments.

The following table summarizes activity for our Level 3 private label residential CMOs available-for-sale, asset-backed securities available-for-sale, and equity warrants measured at fair value on a recurring basis for the period indicated:


	Private Label		Asset-Backed		Equity
	Residential CMOs		Securities		Warrants
	(In thousands)
Balance, December 31, 2020	$	4,647	$	25,725	$	4,520
Total included in earnings	73		(22)		6,123
Total included in other comprehensive income	(87)		16		—

Issuances	—		—		57
Sales	—		—		(6,044)


Net settlements	(219)		(1,837)		—

Transfers to Level 1 (equity investments with readily
determinable fair values)	—		—		(67)
Balance, March 31, 2021	$	4,414	$	23,882	$	4,589

Unrealized net gains (losses) for the period included in other
comprehensive income for securities held at quarter-end	$	1,007	$	171

The following tables present assets measured at fair value on a non-recurring basis as of the dates indicated:


	Fair Value Measurement as of
	March 31, 2021
Measured on a Non-Recurring Basis	Total		Level 1		Level 2		Level 3
	(In thousands)
Individually evaluated loans and leases (1)	$	24,440	$	—	$	—	$	24,440

OREO	371		—		—		371
Total non-recurring	$	24,811	$	—	$	—	$	24,811

______________________

(1) Includes nonaccrual loans and leases and performing TDRs with balances greater than $250,000.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Fair Value Measurement as of
	December 31, 2020
Measured on a Non-Recurring Basis	Total		Level 1		Level 2		Level 3
	(In thousands)
Individually evaluated loans and leases (1)	$	102,274	$	—	$	4,160	$	98,114

Total non-recurring	$	102,274	$	—	$	4,160	$	98,114

_____________________

(1) Includes nonaccrual loans and leases and performing TDRs with balances greater than $250,000.

The following table presents losses recognized on assets measured on a nonrecurring basis for the periods indicated:


	Three Months Ended
Losses on Assets	March 31,
Measured on a Non-Recurring Basis	2021		2020
	(In thousands)
Individually evaluated loans and leases	$	702	$	18,907

OREO	14		105
Total losses	$	716	$	19,012

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of the date indicated:

March 31, 2021

Valuation

Unobservable

Input or

Weighted

Asset

Fair Value

Technique

Inputs

Range

Average

(In thousands)

Individually evaluated

loans and leases

22,402

Discounted cash flows

Discount rates

3.75% - 7.75%

6.30%

Individually evaluated

loans and leases

2,038

Third party appraisals

No discounts

Discount from

OREO (1)

371

Third party appraisal

appraisal

13.00%

Total non-recurring Level 3

24,811

_____________________

(1) Relates to one REO at March 31, 2021.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables present carrying amounts and estimated fair values of certain financial instruments as of the dates indicated:


	March 31, 2021
	Carrying		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	177,199	$	177,199	$	177,199	$	—	$	—
Interest-earning deposits in financial institutions	5,517,667		5,517,667		5,517,667		—		—
Securities available-for-sale	5,941,690		5,941,690		491,358		5,422,036		28,296
Investment in FHLB stock	17,250		17,250		—		17,250		—
Loans held for sale	25,554		26,975		—		26,975		—
Loans and leases held for investment, net	18,686,783		19,312,854		—		—		19,312,854
Equity warrants	4,589		4,589		—		—		4,589
Interest rate and economic contracts	3,168		3,168		—		3,168		—
Equity investments with readily determinable fair values	10,266		10,266		10,266		—		—
Servicing rights	3,942		3,942		—		—		3,942

Financial Liabilities:
Core deposits	25,576,348		25,576,348		—		25,576,348		—
Non-core non-maturity deposits	1,162,590		1,162,590		—		1,162,590		—
Time deposits	1,484,353		1,486,556		—		1,486,556		—
Borrowings	19,750		20,185		—		20,185		—
Subordinated debentures	465,814		448,273		—		448,273		—
Derivative liabilities	1,421		1,421		—		1,421		—


	December 31, 2020
	Carrying		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	150,464	$	150,464	$	150,464	$	—	$	—
Interest-earning deposits in financial institutions	3,010,197		3,010,197		3,010,197		—		—
Securities available-for-sale	5,235,591		5,235,591		5,302		5,199,917		30,372
Investment in FHLB stock	17,250		17,250		—		17,250		—
Loans and leases held for investment, net	18,735,196		19,305,998		—		4,160		19,301,838
Equity warrants	4,520		4,520		—		—		4,520
Interest rate and economic contracts	4,230		4,230		—		4,230		—
Equity investments with readily determinable fair values	6,147		6,147		6,147		—		—

Financial Liabilities:
Core deposits	22,264,480		22,264,480		—		22,264,480		—
Non-core non-maturity deposits	1,149,467		1,149,467		—		1,149,467		—
Time deposits	1,526,770		1,527,639		—		1,527,639		—
Borrowings	5,000		4,995		—		4,995		—
Subordinated debentures	465,812		448,036		—		448,036		—
Derivative liabilities	1,150		1,150		—		1,150		—

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Limitations

Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect income taxes or any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a portion of the Company’s financial instruments, fair value estimates are based on what management believes to be reasonable judgments regarding expected future cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimated fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Since the fair values have been estimated as of March 31, 2021, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

NOTE 14. EARNINGS (LOSS) PER SHARE

The following table presents the computations of basic and diluted net earnings (loss) per share for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(Dollars in thousands, except per share data)
Basic Earnings (Loss) Per Share:
Net earnings (loss)	$	150,406	$	(1,433,111)
Less: Earnings allocated to unvested restricted stock(1)	(2,355)		(939)
Net earnings (loss) allocated to common shares	$	148,051	$	(1,434,050)

Weighted-average basic shares and unvested restricted
stock outstanding	118,852		118,775
Less: Weighted-average unvested restricted stock
outstanding	(2,003)		(1,495)
Weighted-average basic shares outstanding	116,849		117,280

Basic earnings (loss) per share	$	1.27	$	(12.23)

Diluted Earnings (Loss) Per Share:
Net earnings (loss) allocated to common shares	$	148,051	$	(1,434,050)

Weighted-average diluted shares outstanding	116,849		117,280

Diluted earnings (loss) per share	$	1.27	$	(12.23)

________________________

(1) Represents cash dividends paid to holders of unvested restricted stock, net of forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 15. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table presents interest income and noninterest income, the components of total revenue, as disclosed in the condensed consolidated statements of earnings (loss) and the related amounts which are from contracts with customers within the scope of ASC Topic 606, "Revenue from Contracts with Customers," for the periods indicated. As illustrated here, substantially all of our revenue is specifically excluded from the scope of ASC Topic 606.


	Three Months Ended March 31,
	2021				2020
	Total		Revenue from		Total		Revenue from
	Recorded		Contracts with		Recorded		Contracts with
	Revenue		Customers		Revenue		Customers
	(In thousands)
Total interest income	$	273,337	$	—	$	291,332	$	—
Noninterest income:
Service charges on deposit accounts	2,934		2,934		2,658		2,658
Other commissions and fees	9,158		2,857		9,721		4,154
Leased equipment income	11,354		—		12,251		—
Gain on sale of loans	139		—		87		—
Gain on sale of securities	101		—		182		—
Other income	21,143		180		4,201		336
Total noninterest income	44,829		5,971		29,100		7,148
Total revenue	$	318,166	$	5,971	$	320,432	$	7,148

The following table presents revenue from contracts with customers based on the timing of revenue recognition for the periods indicated:


	Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Products and services transferred at a point in time	$	2,997	$	4,236
Products and services transferred over time	2,974		2,912
Total revenue from contracts with customers	$	5,971	$	7,148

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers as of the dates indicated:


	March 31, 2021		December 31, 2020
	(In thousands)
Receivables, which are included in "Other assets"	$	976	$	1,046
Contract assets, which are included in "Other assets"	$	—	$	—
Contract liabilities, which are included in "Accrued interest payable and other liabilities"	$	327	$	359

Contract liabilities relate to advance consideration received from customers for which revenue is recognized over the life of the contract. The change in contract liabilities for the three months ended March 31, 2021 due to revenue recognized that was included in the contract liability balance at the beginning of the period was $32,000.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 16. STOCK-BASED COMPENSATION

The Company’s 2017 Stock Incentive Plan, or the 2017 Plan, permits stock-based compensation awards to officers, directors, employees, and consultants. The 2017 Plan authorized grants of stock-based compensation instruments to purchase or issue up to 4,000,000 shares of Company common stock. As of March 31, 2021, there were 990,570 shares available for grant under the 2017 Plan.

Restricted Stock

Restricted stock amortization totaled $6.4 million and $6.5 million for the three months ended March 31, 2021 and 2020. Such amounts are included in "Compensation expense" on the condensed consolidated statements of earnings (loss). The amount of unrecognized compensation expense related to unvested TRSAs and PRSUs as of March 31, 2021 totaled $67.2 million.

Time-Based Restricted Stock Awards

At March 31, 2021, there were 2,189,181 shares of unvested TRSAs outstanding pursuant to the Company's 2017 Plan. The TRSAs generally vest ratably over a service period of three or four years from the date of the grant or immediately upon death of an employee. Compensation expense related to TRSAs is based on the fair value of the underlying award on the grant date and is recognized over the vesting period using the straight-line method.

Performance-Based Restricted Stock Units

At March 31, 2021, there were 531,333 units of unvested PRSUs that have been granted. The PRSUs will vest only if performance goals with respect to certain financial metrics are met over a three-year performance period. The shares underlying the PRSUs are not considered issued and outstanding until they vest. PRSUs are granted and initially expensed based on a target number. The number of shares that will ultimately vest based on actual performance will range from zero to a maximum of either 150% or 200% of target.

Compensation expense related to PRSUs is based on the fair value of the underlying award on the grant date and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion or all of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion or all of the previously recognized amortization is reversed and also suspended. If it is determined that attainment of a financial measure higher than target is probable, the amortization will increase to up to 150% or 200% of the target amortization amount. Annual PRSU expense may vary during the three-year performance period based upon changes in management's estimate of the number of shares that may ultimately vest. In the case where the performance target for the PRSU is based on a market condition (such as total shareholder return), the amortization is neither reversed nor suspended if it is subsequently determined that the attainment of the performance target is less than probable or improbable and the employee continues to meet the service requirement of the award.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 17. RECENTLY ISSUED ACCOUNTING STANDARDS

Effective

Effect on the Financial Statements

Standard

Description

Date

or Other Significant Matters

ASU 2020-04, "Reference Rate Reform (Topic 848)" and ASU 2021-01, “Reference Rate Reform (Topic 848): Scope)"

This Update provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other agreements affected by the anticipated transition away from LIBOR toward new interest reference rates. For agreements that are modified because of reference rate reform and that meet certain scope guidance: (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. Additionally, the amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. ASU 2020-04 is effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. ASU 2021-01 is also effective immediately. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to January 7, 2021 and up to December 31, 2022.

Effective upon the issuance date of March 12, 2020, and once adopted, will apply to contract modifications made and hedging relationships entered into on or before December 31, 2022.

The Company is in the process of identifying and reviewing loans and other financial instruments that are impacted by the discontinuance of LIBOR and is planning to adopt this ASU in 2021. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

PACWEST BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 18. SUBSEQUENT EVENTS

Homeowners Association Services Division Acquisition Announcement

On April 1, 2021, PacWest announced that the Bank entered into a definitive agreement to acquire MUFG Union Bank, N.A.’s (“Union Bank”) Homeowners Association (“HOA”) Services Division. The Bank will acquire certain assets and assume certain liabilities related to the HOA Services Division for a premium of 5.9% on deposits plus the net book values of certain assumed assets and liabilities for aggregate cash consideration of approximately $250 million. The final amount of consideration to be paid will be based on balances at closing, which is expected to occur in the fourth quarter of 2021 subject to regulatory approvals and customary closing conditions.

The HOA Services Division provides a full range of banking services to community management companies and their homeowners associations. This acquisition will significantly expand the Bank’s existing HOA banking practice, which provides lockbox, electronic receivables processing and other financial services to HOA management companies. This acquisition advances the Bank’s strategy to expand its product offerings to its customers and to diversify its revenue and funding sources. Management believes that the HOA business unit’s high quality, low-cost deposits will diversify the Bank’s existing core deposits and provide an attractive funding source in a rising interest rate environment.

Union Bank’s HOA Services Division is a long-time provider of specialized HOA banking services to a national base of clients with approximately $4 billion in deposits. The existing management team and employees will transition with the HOA Services Division to the Bank in connection with the close of the acquisition.

Subordinated Notes Offering

On April 30, 2021, the Bank completed the sale of $400 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes (the "Notes") due May 1, 2031 (the “Maturity Date”). Subject to any redemption prior to the Maturity Date, the Notes will bear interest from and including the original issue date to, but excluding, May 1, 2026 (the “Reset Date”), at a fixed rate of 3.25% per annum and from and including the Reset Date, but excluding the Maturity Date, the Notes will bear interest at a floating per annum rate equal to a benchmark rate (which is expected to be the Three-Month Term SOFR) plus 252 basis points.

Interest on the Notes will be payable on May 1 and November 1 of each year through, but not including, the Reset Date, and quarterly thereafter on February 1, May 1, August 1, and November 1 of each year to, but not including, the Maturity Date or earlier redemption date. The first interest payment will be made on November 1, 2021. The Bank may, at its option, beginning with the interest payment date of May 1, 2026, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to any required regulatory approval to the extent such approval is then required, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain conditions. The discount and costs incurred in connection with the Notes offering amortize to interest expense over the term of the Notes. The Notes will qualify as Tier 2 capital for regulatory capital purposes.

Common Stock Dividends

On May 3, 2021, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.25 per common share. The cash dividend is payable on May 28, 2021 to stockholders of record at the close of business on May 17, 2021.

The Company has evaluated events that have occurred subsequent to March 31, 2021 and have concluded there are no other subsequent events that would require recognition in the accompanying condensed consolidated financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This Form 10-Q contains certain “forward-looking statements” about the Company and its subsidiaries within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, strategies, goals, and projections and including statements about our expectations regarding our operating expenses, profitability, allowance for loan and lease losses, net interest margin, net interest income, deposit growth, loan and lease portfolio growth and production, acquisitions, maintaining capital adequacy, liquidity, goodwill, and interest rate risk management. All statements contained in this Form 10-Q that are not clearly historical in nature are forward-looking, and the words “anticipate,” “assume,” “intend,” “believe,” “forecast,” “expect,” “estimate,” “plan,” “continue,” “will,” “should,” “look forward” and similar expressions are generally intended to identify forward-looking statements. All forward-looking statements (including statements regarding future financial and operating results and future transactions and their results) involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance or achievements. Actual results could differ materially from those contained or implied by such forward-looking statements for a variety of factors, including without limitation:

•the COVID-19 pandemic continues to affect the Company, its employees, customers and third-party service providers, and the ultimate extent of the impacts of the pandemic and related government stimulus programs on its business, financial position, results of operations, liquidity and prospects is still uncertain. Weaker than expected improvement in general business and economic conditions could adversely affect the Company’s revenues, the values of its assets and liabilities and continue to negatively impact loan growth;

•our ability to complete pending and future acquisitions, and to successfully integrate such acquired entities or achieve expected benefits, synergies and/or operating efficiencies within expected time frames or at all;

•our ability to compete effectively against other financial service providers in our markets;

•the impact of changes in interest rates or levels of market activity, especially on the fair value of our loan and investment portfolios;

•deterioration, weaker than expected improvement, or other changes in the state of the economy or the markets in which we conduct business (including the levels of IPOs and mergers and acquisitions), which may affect the ability of borrowers to repay their loans and the value of real property or other property held as collateral for such loans;

•changes in credit quality and the effect of credit quality and the CECL accounting standard on our provision for credit losses and allowance for credit losses;

•our ability to attract deposits and other sources of funding or liquidity;

•the need to retain capital for strategic or regulatory reasons;

•compression of the net interest margin due to changes in the interest rate environment, forward yield curves, loan products offered, spreads on newly originated loans and leases, changes in our asset or liability mix, and/or changes to the cost of deposits and borrowings;

•uncertainty regarding the future of LIBOR and the transition away from LIBOR toward new reference rates by the end of 2021;

•reduced demand for our services due to strategic or regulatory reasons or reduced demand for our products due to legislative changes such as new rent control laws;

•our ability to successfully execute on initiatives relating to enhancements of our technology infrastructure, including client-facing systems and applications;

•legislative or regulatory requirements or changes, including an increase of capital requirements, and increased political and regulatory uncertainty;

•the impact on our reputation and business from our interactions with business partners, counterparties, service providers and other third parties;

•higher than anticipated increases in operating expenses;

•lower than expected dividends paid from the Bank to the holding company;

•the amount and exact timing of any common stock repurchases will depend upon market conditions and other factors;

•a deterioration in the overall macroeconomic conditions or the state of the banking industry that could warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a non-cash charge;

•the effectiveness of our risk management framework and quantitative models;

•the costs and effects of legal, compliance, and regulatory actions, changes and developments, including the impact of adverse judgments or settlements in litigation, the initiation and resolution of regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews;

•the impact of changes made to tax laws or regulations affecting our business, including the disallowance of tax benefits by tax authorities and/or changes in tax filing jurisdictions or entity classifications; and

•our success at managing risks involved in the foregoing items and all other risk factors described in our audited consolidated financial statements, and other risk factors described in this Form 10-Q and other documents filed or furnished by PacWest with the SEC.

All forward-looking statements included in this Form 10-Q are based on information available at the time the statement is made. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

Overview

The Bank is focused on relationship-based business banking to small, middle-market, and venture-backed businesses nationwide. The Bank offers a broad range of loan and lease and deposit products and services through 70 full-service branches located in California, one branch located in Durham, North Carolina, one branch located in Denver, Colorado, and numerous loan production offices across the country. The Bank provides community banking products including lending and comprehensive deposit and treasury management services to small and medium-sized businesses conducted primarily through our California-based branch offices and Denver, Colorado branch office. The Bank offers national lending products including asset-based, equipment, and real estate loans and treasury management services to established middle-market businesses on a national basis. The Bank also offers venture banking products including a comprehensive suite of financial services focused on entrepreneurial and venture-backed businesses and their venture capital and private equity investors, with offices located in key innovation hubs across the United States. In addition, we provide investment advisory and asset management services to select clients through Pacific Western Asset Management Inc., a wholly-owned subsidiary of the Bank and an SEC-registered investment adviser.

In managing the top line of our business, we focus on loan growth, loan yield, deposit cost, and net interest margin. Net interest income, on a year-to-date basis in 2021, accounted for 85.4% of net revenue (net interest income plus noninterest income).

At March 31, 2021, the Company had total assets of $32.9 billion, including $19.0 billion of total loans and leases, net of deferred fees, and $5.9 billion of securities available-for-sale, compared to $29.5 billion of total assets, including $19.1 billion of total loans and leases, net of deferred fees, and $5.2 billion of securities available-for-sale at December 31, 2020. The $3.4 billion increase in total assets since year-end was due primarily to a $2.5 billion increase in interest-earning deposits in financial institutions, a $706.1 million increase in securities available-for-sale, and a $125.4 million increase in goodwill due to the Civic acquisition.

At March 31, 2021, the Company had total liabilities of $29.2 billion, including total deposits of $28.2 billion and borrowings of $19.8 million, compared to $25.9 billion of total liabilities, including $24.9 billion of total deposits and $5.0 million of borrowings at December 31, 2020. The $3.3 billion increase in total liabilities since year-end was due mainly to increases of $3.3 billion in core deposits. The increase in core deposits was due primarily to continued strong deposit growth from our venture banking clients. At March 31, 2021, core deposits totaled $25.6 billion, or 91% of total deposits, including $11.0 billion of noninterest-bearing demand deposits, or 39% of total deposits.

At March 31, 2021, the Company had total stockholders' equity of $3.7 billion compared to $3.6 billion at December 31, 2020. The $59.2 million increase in stockholders' equity since year-end was due mainly to $150.4 million in net earnings, offset partially by a $66.1 million decrease in accumulated other comprehensive income and $29.6 million of cash dividends paid. Consolidated capital ratios remained strong with Tier 1 capital and total capital ratios of 10.39% and 13.60% at March 31, 2021.

Recent Events

Acquisition of Civic

The Civic acquisition has been accounted for under the acquisition method of accounting which resulted in the recognition of goodwill of $125.4 million. All of the recognized goodwill is expected to be deductible for tax purposes. For further information, see Note 2. Acquisition in the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in "Item 1. Condensed Consolidated Financial Statements (Unaudited)."

Homeowners Association Services Division Acquisition Announcement

Subordinated Notes Offering

On April 30, 2021, the Bank issued $400 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes (the “Notes”) due May 1, 2031 (the “Maturity Date”), if not previously redeemed. Subject to any redemption prior to the Maturity Date, the Notes will bear interest from and including the original issue date to, but excluding, May 1, 2026 (the “Reset Date”), at a fixed rate of 3.25% per annum and from and including the Reset Date to, but excluding the Maturity Date, the Notes will bear interest at a floating per annum rate equal to a benchmark rate (which is expected to be the Three-Month Term SOFR) plus 252 basis points. For further information, see Note 18. Subsequent Events in the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in "Item 1. Condensed Consolidated Financial Statements (Unaudited)."

COVID-19 Pandemic - Impact to Our Business

From a business perspective, the impact in 2021 from the COVID-19 pandemic has decreased, but we continue to closely monitor our loan portfolio. In the early stages of the COVID-19 pandemic, we experienced an increase in customers seeking loan modifications through payment deferrals and extension of terms. Most of the modifications were for payment deferrals for three months, while some deferrals were up to six months. The Company did not apply a TDR classification to COVID-19 related loan modifications that met all of the requisite criteria as stipulated in the CARES Act. As of March 31, 2021, active loan payment deferral modifications represented approximately 0.3% of the loan portfolio, down from approximately 0.8% of the loan portfolio at December 31, 2020. The remaining $56.8 million of loans on deferral as of March 31, 2021 expire by August 31, 2021.

We actively participated in both rounds of the Paycheck Protection Program ("PPP"), under the provisions of the CARES Act. As of March 31, 2021, PPP loans had an outstanding balance of approximately $1.1 billion. In the first quarter of 2021, we originated approximately $381 million in PPP loans with a five-year term, while loans forgiven under the PPP program totaled approximately $354 million. The loans have origination fees that are recognized over the life of the loan with the fee recognition accelerated upon forgiveness or repayment of the loan. Fees recognized in the first quarter of 2021 were $10.9 million. As of March 31, 2021, the remaining unamortized fees, net of deferred costs, totaled $23.2 million. The PPP loans are fully guaranteed by the SBA and do not carry an allowance. Our participation in the PPP contributed to the increase in core deposits beginning in the second quarter of 2020 due to PPP loan proceeds being deposited into customers' accounts.

As the COVID-19 pandemic unfolded in March 2020, we immediately enhanced the monitoring of our loan and lease portfolio with particular emphasis on certain loan and lease portfolios that we expected to be most impacted by the COVID-19 pandemic, such as the hotel, retail, commercial aviation, restaurant, and oil services loan and lease portfolios. We continue to closely monitor all of our portfolios, although with the increase in oil prices, the credit risk in the oil services portfolio has diminished. The hotel portfolio as of March 31, 2021 is comprised of hotel CRE loans of $539.1 million, hotel construction loans of $482.4 million, and hotel SBA loans of $29.4 million.

The table below shows our exposure to these loan and lease portfolios, which includes equipment leased to others under operating leases, as of the date indicated:


	March 31, 2021
									% of
			Special						Total Loans
Loan and Lease Portfolio	Classified		Mention		Pass		Total		and Leases
	(Dollars in thousands)
Hotel	$	16,643	$	226,741	$	807,473	$	1,050,857	5.5	%
Retail CRE	23,289		5,405		440,738		469,432		2.5	%
Commercial aviation	19,436		106,398		87,243		213,077		1.1	%
Restaurant	6,965		24,660		117,891		149,516		0.8	%
Oil services	2,493		4,714		66,072		73,279		0.4	%
Total	$	68,826	$	367,918	$	1,519,417	$	1,956,161	10.3	%

From a credit perspective, most of our credit metrics improved during the first quarter of 2021 as economic conditions and economic forecasts continued to improve. This improvement led to a provision for credit losses benefit of $48.0 million for the first quarter of 2021 compared to a provision for credit losses of $10.0 million for the fourth quarter of 2020 and a provision for credit losses of $112.0 million for the first quarter of 2020. For further details on CECL and the impacts to our process, see “- Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment” contained herein.

Key Performance Indicators

Among other factors, our operating results generally depend on the following key performance indicators:

The Level of Net Interest Income

Net interest income is the excess of interest earned on our interest-earning assets over the interest paid on our interest-bearing liabilities. Net interest margin is net interest income (annualized if related to a quarterly period) expressed as a percentage of average interest-earning assets. Tax equivalent net interest income is net interest income increased by an adjustment for tax-exempt interest on certain loans and investment securities based on a 21% federal statutory tax rate. Tax equivalent net interest margin is calculated as tax equivalent net interest income divided by average interest-earning assets.

Net interest income is affected by changes in both interest rates and the volume of average interest-earning assets and interest-bearing liabilities. Our primary interest-earning assets are loans and investment securities, and our primary interest-bearing liabilities are deposits and borrowings. Contributing to our high net interest margin is our high yield on loans and leases and competitive cost of deposits. While our deposit balances will fluctuate depending on deposit holders’ perceptions of alternative yields available in the market, we seek to minimize the impact of these variances by attracting a high percentage of noninterest-bearing deposits.

Loan and Lease Growth

We actively seek new lending opportunities under an array of lending products. Our lending activities include real estate mortgage loans, real estate construction and land loans, commercial loans and leases, and a small amount of consumer lending. Our commercial real estate loans and real estate construction loans are secured by a range of property types. Our commercial loans and leases portfolio is diverse and generally includes various asset-secured loans, equipment-secured loans and leases, venture capital loans to support venture capital firms’ operations and the operations of entrepreneurial and venture-backed companies during the various phases of their early life cycles, and secured business loans.

Our loan origination process emphasizes credit quality. To augment our internal loan production, we have historically purchased multi-family loans from other banks and private student loans from third-party lenders. These loan purchases help us manage the concentrations in our portfolio as they diversify the geographic, interest-rate risk, credit risk, and product composition of our loan portfolio. Achieving net loan growth is subject to many factors, including maintaining strict credit standards, competition from other lenders, and borrowers that opt to prepay loans.

The Magnitude of Credit Losses

We emphasize credit quality in originating and monitoring our loans and leases, and we measure our success by the levels of our classified loans and leases, nonaccrual loans and leases, and net charge-offs. We maintain an allowance for credit losses on loans and leases, which is the sum of the allowance for loan and lease losses and the reserve for unfunded loan commitments. Provisions for credit losses are charged to operations as and when needed for both on and off-balance sheet credit exposures. Loans and leases that are deemed uncollectable are charged off and deducted from the allowance for loan and lease losses. Recoveries on loans and leases previously charged off are added to the allowance for loan and lease losses. The provision for credit losses on the loan and lease portfolio is based on our allowance methodology, which considers the impact of assumptions and is reflective of historical experience, economic forecasts viewed to be reasonable and supportable by management, the current loan and lease composition, and relative credit risks known as of the balance sheet date. For originated and acquired credit-deteriorated loans, a provision for credit losses may be recorded to reflect credit deterioration after the origination date or after the acquisition date, respectively.

We regularly review loans and leases to determine whether there has been any deterioration in credit quality resulting from borrower operations or changes in collateral value or other factors which may affect collectability of our loans and leases. Changes in economic conditions, such as the rate of economic growth, the unemployment rate, rate of inflation, increases in the general level of interest rates, declines in real estate values, changes in commodity prices, and adverse conditions in borrowers’ businesses, could negatively impact our borrowers and cause us to adversely classify loans and leases. An increase in classified loans and leases generally results in increased provisions for credit losses and an increased allowance for credit losses. Any deterioration in the commercial real estate market may lead to increased provisions for credit losses because our loans are concentrated in commercial real estate loans.

The Level of Noninterest Expense

Our noninterest expense includes fixed and controllable overhead, the largest components of which are compensation and occupancy expense. It also includes costs that tend to vary based on the volume of activity, such as loan and lease production and the number and complexity of foreclosed assets. We measure success in controlling both fixed and variable costs through monitoring of the efficiency ratio, which is calculated by dividing noninterest expense (less intangible asset amortization, net foreclosed assets expense (income), goodwill impairment, and acquisition, integration and reorganization costs) by net revenues (the sum of tax equivalent net interest income plus noninterest income, less gain (loss) on sale of securities and gain (loss) on sales of assets other than loans and leases).

The following table presents the calculation of our efficiency ratio for the periods indicated:


		Three Months Ended
		March 31,			December 31,			March 31,
Efficiency Ratio		2021			2020			2020
		(Dollars in thousands)
Noninterest expense		$	150,136		$	135,682		$	1,587,970
Less:	Intangible asset amortization	3,079			3,172			3,948
	Foreclosed assets expense (income), net	1			(272)			66
	Goodwill impairment	—			—			1,470,000
	Acquisition, integration and reorganization costs	3,425			1,060			—
Noninterest expense used for efficiency ratio		$	143,631		$	131,722		$	113,956

Net interest income (tax equivalent)		$	264,635		$	262,112		$	251,428
Noninterest income		44,829			39,850			29,100
Net revenues		309,464			301,962			280,528
Less:	Gain on sale of securities	101			4			182
Net revenues used for efficiency ratio		$	309,363		$	301,958		$	280,346

Efficiency ratio		46.4		%	43.6		%	40.6		%

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. We identify critical policies and estimates as those that require management to make particularly difficult, subjective, and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies and estimates relate to the allowance for credit losses on loans and leases held for investment, the carrying value of goodwill and other intangible assets, and the realization of deferred income tax assets and liabilities.

Our critical accounting policies and estimates are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K.

Non-GAAP Measurements

We use certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The methodology for determining these non-GAAP measures may differ among companies. We used the following non-GAAP measures in this Form 10-Q:

•Return on average tangible equity, tangible common equity ratio, and tangible book value per share: Given that the use of these measures is prevalent among banking regulators, investors, and analysts, we disclose them in addition to the related GAAP measures of return on average equity, equity to assets ratio, and book value per share, respectively. The reconciliations of these non-GAAP measurements to the GAAP measurements are presented in the following tables for and as of the periods presented.


		Three Months Ended
		March 31,			December 31,			March 31,
Return on Average Tangible Equity		2021			2020			2020
		(Dollars in thousands)
Net earnings (loss)		$	150,406		$	116,830		$	(1,433,111)
Add:	Intangible asset amortization	3,079			3,172			3,948
	Goodwill impairment	—			—			1,470,000
	Adjusted net earnings used for return
	on average tangible equity	$	153,485		$	120,002		$	40,837

Average stockholders' equity		$	3,617,248		$	3,536,425		$	4,956,778
Less:	Average intangible assets	1,192,780			1,103,945			2,569,189
Average tangible common equity		$	2,424,468		$	2,432,480		$	2,387,589

Return on average equity (1)		16.86		%	13.14		%	(116.28)		%
Return on average tangible equity (2)		25.67		%	19.63		%	6.88		%

___________________________________

(1) Annualized net earnings (loss) divided by average stockholders' equity.

(2) Annualized adjusted net earnings divided by average tangible common equity.


Tangible Common Equity Ratio/	March 31,			December 31,
Tangible Book Value Per Share	2021			2020
	(Dollars in thousands, except per share data)
Stockholders’ equity	$	3,654,137		$	3,594,951
Less: Intangible assets	1,225,404			1,102,311
Tangible common equity	$	2,428,733		$	2,492,640

Total assets	$	32,856,533		$	29,498,442
Less: Intangible assets	1,225,404			1,102,311
Tangible assets	$	31,631,129		$	28,396,131

Equity to assets ratio	11.12		%	12.19		%
Tangible common equity ratio (1)	7.68		%	8.78		%
Book value per share	$	30.68		$	30.36
Tangible book value per share (2)	$	20.39		$	21.05
Shares outstanding	119,105,642			118,414,853

_______________________________________

(1) Tangible common equity divided by tangible assets.

(2) Tangible common equity divided by shares outstanding.

•Adjusted net earnings and adjusted earnings per share: These non-GAAP measurements are presented in the following tables for the periods presented. See Note 14. Earnings (Loss) Per Share for the GAAP calculation of earnings per share.


		Three Months Ended
Adjusted Net Earnings and		March 31,		December 31,		March 31,
Adjusted Earnings Per Share		2021		2020		2020
		(Dollars in thousands)
Adjusted Net Earnings:
Net earnings (loss)		$	150,406	$	116,830	$	(1,433,111)
Add:	Goodwill impairment	—		—		1,470,000
	Adjusted net earnings	$	150,406	$	116,830	$	36,889

Adjusted Basic Earnings Per Share:
Adjusted net earnings		$	150,406	$	116,830	$	36,889
Less:	Earnings allocated to unvested restricted stock	(2,355)		(1,398)		(939)
Adjusted net earnings allocated to common shares		$	148,051	$	115,432	35,950

Weighted-average basic shares and unvested restricted stock outstanding		118,852		118,446		118,775
Less:	Weighted-average unvested restricted stock outstanding	(2,003)		(1,652)		(1,495)
Weighted-average basic shares outstanding		116,849		116,794		117,280

Adjusted basic earnings per share		$	1.27	$	0.99	0.31

Adjusted Diluted Earnings Per Share:
Adjusted net earnings allocated to common shares		$	148,051	$	115,432	$	35,950
Weighted-average diluted shares outstanding		116,849		116,794		117,280
Adjusted diluted earnings per share		1.27		$	0.99	$	0.31

Results of Operations

Earnings Performance

The following table presents performance metrics for the periods indicated:


	Three Months Ended
	March 31,			December 31,			March 31,
	2021			2020			2020
	(Dollars in thousands, except per share data)
Earnings Summary:
Interest income	$	273,337		$	272,176		$	291,332
Interest expense	(12,068)			(12,968)			(41,585)
Net interest income	261,269			259,208			249,747
Provision for credit losses	48,000			(10,000)			(112,000)
Noninterest income	44,829			39,850			29,100
Operating expense	(150,136)			(135,682)			(117,970)
Goodwill impairment	—			—			(1,470,000)

Earnings (loss) before income taxes	203,962			153,376			(1,421,123)
Income tax expense	(53,556)			(36,546)			(11,988)
Net earnings (loss)	$	150,406		$	116,830		$	(1,433,111)




Performance Measures:
Diluted earnings (loss) per share	$	1.27		$	0.99		$	(12.23)
Return on average assets	1.94		%	1.58		%	(21.27)		%

Return on average tangible equity (1)(2)	25.67		%	19.63		%	6.88		%
Net interest margin (tax equivalent)	3.69		%	3.83		%	4.31		%
Yield on average loans and leases (tax equivalent)	5.20		%	5.15		%	5.54		%
Cost of average total deposits	0.11		%	0.14		%	0.59		%
Efficiency ratio	46.4		%	43.6		%	40.6		%

_____________________________

(1) Calculation reduces average stockholder's equity by average intangible assets.

(2) See "- Non-GAAP Measurements."

First Quarter of 2021 Compared to Fourth Quarter of 2020

Net earnings for the first quarter of 2021 were $150.4 million, or $1.27 per diluted share, compared to net earnings for the fourth quarter of 2020 of $116.8 million, or $0.99 per diluted share. The $33.6 million increase in net earnings from the prior quarter was due to a lower provision for credit losses of $58.0 million, higher noninterest income of $5.0 million, and higher net interest income of $2.1 million, offset partially by higher income tax expense of $17.0 million and higher noninterest expense of $14.5 million. The decrease in the provision for credit losses reflected improvement in certain key macro-economic forecast variables and decreased provisions for individually evaluated loans and leases, offset partially by a higher provision for unfunded commitments in the first quarter of 2021. Noninterest income increased due primarily to a $5.8 million increase in dividends and gains on equity investments. Net interest income increased due mainly to higher income on investment securities and lower interest expense, offset partially by lower income on loans and leases and the negative impact on net interest income due to the change in the earning assets mix. The increase in income tax expense is primarily due to higher pre-tax earnings in the first quarter of 2021 compared to the fourth quarter of 2020. Noninterest expense increased due mostly to increases of $6.7 million in compensation expense related to two months of Civic operations and $5.7 million in other expense largely due to an $8.5 million accrual for a legal settlement in excess of amounts previously accrued.

First Quarter of 2021 Compared to First Quarter of 2020

Net earnings for the first quarter of 2021 were $150.4 million, or $1.27 per diluted share, compared to a net loss for the first quarter of 2020 of $1.43 billion, or $12.23 per diluted share. The $1.58 billion increase in net earnings from the year-ago quarter was due to a $1.47 billion goodwill impairment charge in the first quarter of 2020, a lower provision for credit losses of $160.0 million, higher noninterest income of $15.7 million, and higher net interest income of $11.5 million, offset partially by higher income tax expense of $41.6 million and higher operating expense of $32.2 million. The decrease in the provision for credit losses for the first quarter of 2021 from the year-ago quarter reflected improvement in certain key macro-economic forecast variables. Noninterest income increased due primarily to increases of $10.9 million in dividends and gains on equity investments and $5.3 million in warrant income. Net interest income increased due to a lower cost of average interest-bearing liabilities and a higher balance of average-interest earning assets, offset partially by a lower yield on average interest-earning assets and the negative impact on net interest income due to the change in the mix of average interest-earning assets. The increase in income tax expense was due primarily to higher pre-tax earnings in the first quarter of 2021 compared to the year-ago quarter. Operating expense increased due mostly to increases of $18.6 million in compensation expense, $6.0 million in other expense, and $3.4 million in acquisition, integration and reorganization costs. Excluding the goodwill impairment, net earnings for the first quarter of 2020 were $36.9 million, or $0.31 per diluted share. See "Non-GAAP Measurements" for the calculations of these amounts.

Net Interest Income

The following tables summarize the distribution of average assets, liabilities, and stockholders’ equity, as well as interest income and yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities, presented on a tax equivalent basis, for the periods indicated:


	Three Months Ended
	March 31, 2021						December 31, 2020						March 31, 2020
			Interest		Yields				Interest		Yields				Interest		Yields
	Average		Income/		and		Average		Income/		and		Average		Income/		and
	Balance		Expense		Rates		Balance		Expense		Rates		Balance		Expense		Rates
	(Dollars in thousands)
ASSETS:
Loans and leases (1)(2)(3)	$	18,927,314	$	242,846	5.20	%	$	18,769,214	$	243,188	5.15	%	$	19,065,035	$	262,764	5.54	%
Investment securities (2)(4)	5,383,140		32,329		2.44	%	4,888,993		30,757		2.50	%	3,853,217		28,641		2.99	%
Deposits in financial institutions	4,790,231		1,528		0.13	%	3,576,335		1,135		0.13	%	537,384		1,608		1.20	%
Total interest‑earning assets (2)	29,100,685		276,703		3.86	%	27,234,542		275,080		4.02	%	23,455,636		293,013		5.02	%
Other assets	2,315,197						2,100,247						3,643,404
Total assets	$	31,415,882					$	29,334,789					$	27,099,040

LIABILITIES AND
STOCKHOLDERS’ EQUITY:
Interest checking	$	6,401,869	2,232		0.14	%	$	5,191,435	2,064		0.16	%	$	3,466,812	7,135		0.83	%
Money market	7,975,996		3,278		0.17	%	7,636,220		3,225		0.17	%	5,247,866		10,016		0.77	%
Savings	572,959		35		0.02	%	567,646		35		0.02	%	497,959		160		0.13	%
Time	1,493,267		1,955		0.53	%	1,650,150		3,130		0.75	%	2,684,143		10,936		1.64	%
Total interest‑bearing deposits	16,444,091		7,500		0.18	%	15,045,451		8,454		0.22	%	11,896,780		28,247		0.95	%
Borrowings	226,053		193		0.35	%	237,098		37		0.06	%	2,026,749		6,778		1.35	%
Subordinated debentures	466,101		4,375		3.81	%	463,951		4,477		3.84	%	458,399		6,560		5.76	%
Total interest‑bearing liabilities	17,136,245		12,068		0.29	%	15,746,500		12,968		0.33	%	14,381,928		41,585		1.16	%
Noninterest‑bearing demand deposits	10,173,459						9,589,789						7,357,717
Other liabilities	488,930						462,075						402,617
Total liabilities	27,798,634						25,798,364						22,142,262
Stockholders’ equity	3,617,248						3,536,425						4,956,778
Total liabilities and
stockholders' equity	$	31,415,882					$	29,334,789					$	27,099,040
Net interest income (2)			$	264,635					$	262,112					$	251,428
Net interest rate spread (2)					3.57	%					3.69	%					3.86	%
Net interest margin (2)					3.69	%					3.83	%					4.31	%

Total deposits (5)	$	26,617,550	$	7,500	0.11	%	$	24,635,240	$	8,454	0.14	%	$	19,254,497	$	28,247	0.59	%

_____________________

(1) Includes nonaccrual loans and leases and loan fees. Includes tax-equivalent adjustments related to tax-exempt interest on loans.

(2) Tax equivalent.

(3) Includes net loan premium amortization of $1.2 million and net loan discount accretion of $1.2 million and $3.2 million for the three months ended March 31, 2021, December 31, 2020, and March 31, 2020, respectively.

(4) Includes tax-equivalent adjustments of $2.1 million, $1.9 million, and $1.2 million for the three months ended March 31, 2021, December 31, 2020, and March 31, 2020, respectively, related to tax-exempt income on investment securities. The federal statutory tax rate utilized was 21%.

(5) Total deposits is the sum of total interest-bearing deposits and noninterest-bearing demand deposits. The cost of total deposits is calculated as annualized interest expense on total deposits divided by average total deposits.

First Quarter of 2021 Compared to Fourth Quarter of 2020

Net interest income increased by $2.1 million to $261.3 million for the first quarter of 2021 compared to $259.2 million for the fourth quarter of 2020 due mainly to higher income on investment securities and lower interest expense, offset partially by lower income on loans and leases and the negative impact on net interest income due to the change in the earning assets mix. The tax-equivalent yield on average loans and leases was 5.20% for the first quarter of 2021 compared to 5.15% for the fourth quarter of 2020.

The tax equivalent NIM was 3.69% for the first quarter of 2021 compared to 3.83% for the fourth quarter of 2020. The decrease in the tax equivalent NIM was due primarily due to the change in the earning assets mix. The average balance of deposits in financial institutions increased by $1.2 billion, the average balance on investment securities increased by $494.1 million, and the average balance of loans and leases increased by $158.1 million in the first quarter of 2021. This excess liquidity had a negative impact on the first quarter tax equivalent NIM of 61 basis points.

The cost of average total deposits decreased to 0.11% for the first quarter of 2021 from 0.14% for the fourth quarter of 2020. The lower cost of average total deposits was due primarily to the repricing of maturing brokered time deposits and the increased average balance of noninterest-bearing deposits.

First Quarter of 2021 Compared to First Quarter of 2020

Net interest income increased by $11.5 million to $261.3 million for the first quarter of 2021 compared to $249.7 million for the first quarter of 2020 due mainly to a lower cost of average interest-bearing liabilities, a higher balance of average-interest-earning assets, a lower balance of average borrowings, and the positive impact on net interest income resulting from the change in the mix of average interest-bearing deposits. These factors were offset partially by a lower yield on average interest-earning assets, a higher balance of average interest-bearing deposits, and the negative impact on net interest income due to the change in the mix of average interest-earning assets. The change in mix of average interest-earning assets was due to a $4.3 billion increase in average deposits in financial institutions, a $1.5 billion increase in average investment securities, and a $137.7 million decrease in average loans and leases. The tax equivalent yield on average loans and leases was 5.20% for the first quarter of 2021 compared to 5.54% for the same quarter of 2020. The decrease in the yield on average loans and leases was due mainly to lower loan coupon interest from the repricing of variable-rate loans in conjunction with decreased market rates.

The tax equivalent NIM was 3.69% for the first quarter of 2021 compared to 4.31% for the same quarter last year. The decrease in the tax equivalent NIM was due mostly to the change in the mix of average interest-earning assets and decrease in the yield on average loans and leases as described above, offset partially by lower deposit and borrowing costs.

The cost of average total deposits decreased to 0.11% for the first quarter of 2021 from 0.59% for the first quarter of 2020 due mainly to lower rates paid on deposits in conjunction with decreased market rates as well as the change in the mix of average interest-bearing deposits and a $2.8 billion increase in average noninterest-bearing demand deposits. The change in the mix of average interest-bearing deposits was due to a $5.7 billion increase in average core interest-bearing deposits and a $1.2 billion decrease in average time deposits.

Provision for Credit Losses

The following table sets forth the details of the provision for credit losses on loans and leases held for investment and information regarding credit quality metrics for the periods indicated:


	Three Months Ended
	March 31,			December 31,			March 31,
	2021			2020			2020
	(Dollars in thousands)
Provision For Credit Losses:
(Reduction in) addition to allowance for loan and lease losses	$	(53,000)		$	21,000		$	98,000
Addition to (reduction in) reserve for unfunded
loan commitments	5,000			(11,000)			14,000
Total provision for credit losses	$	(48,000)		$	10,000		$	112,000

Credit Quality Metrics:
Net charge-offs on loans and leases held for
investment (1)	$	2,736		$	18,785		$	19,110
Annualized net charge-offs to average loans and leases	0.06		%	0.40		%	0.40		%
At quarter-end:
Allowance for credit losses	$	383,016		$	433,752		$	274,863
Allowance for credit losses to loans and leases
held for investment	2.02		%	2.27		%	1.39		%
Allowance for credit losses to nonaccrual
loans and leases held for investment	566.2		%	475.8		%	287.5		%
Nonaccrual loans and leases held for investment	$	67,652		$	91,163		$	95,602
Performing TDRs held for investment	$	27,999		$	14,254		$	8,978
Classified loans and leases held for investment	$	163,117		$	265,262		$	147,705

______________________

(1) See "- Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment" for detail of charge-offs and recoveries by loan portfolio segment, class, and subclass for the periods presented.

Provisions for credit losses are charged to earnings for both the allowance for loan and lease losses and the reserve for unfunded loan commitments (collectively, the allowance for credit losses). The provision for credit losses on our loans and leases held for investment is based on our allowance methodology and is an expense that, in our judgment, is required to maintain an adequate allowance for credit losses. For further details on our allowance for credit losses methodology, see “- Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment” contained herein.

The provision for credit losses decreased by $58.0 million to a benefit of $48.0 million for the first quarter of 2021 compared to $10.0 million for the fourth quarter of 2020 as a result of improvement in certain key macro-economic forecast variables and decreased provisions for individually evaluated loans and leases, offset partially by a higher provision for unfunded commitments as unfunded commitments grew by $526.6 million in the first quarter of 2021.

The provision for credit losses decreased by $160.0 million to a benefit of $48.0 million for the first quarter of 2021 compared to $112.0 million for the first quarter of 2020 as a result of improvement in certain key macro-economic forecast variables.

Certain circumstances may lead to increased provisions for credit losses in the future. Examples of such circumstances include deterioration in economic conditions and forecasts, an increased amount of classified and/or criticized loans and leases, and net loan and lease and unfunded commitment growth. Deterioration in economic conditions and forecasts include the rate of economic growth, the unemployment rate, the rate of inflation, changes in the general level of interest rates, changes in real estate values, and adverse conditions in borrowers’ businesses. See further discussion in “- Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment” contained herein.

Noninterest Income

The following table summarizes noninterest income by category for the periods indicated:


	Three Months Ended
	March 31,		December 31,		March 31,
Noninterest Income	2021		2020		2020
	(In thousands)
Leased equipment income	$	11,354	$	9,440	$	12,251
Other commissions and fees	9,158		9,974		9,721
Service charges on deposit accounts	2,934		3,119		2,658
Gain on sale of loans and leases	139		1,671		87
Gain on sale of securities	101		4		182
Other income:
Dividends and gains (losses) on equity investments	10,904		5,064		28
Warrant income	6,123		7,299		837
Other	4,116		3,279		3,336
Total noninterest income	$	44,829	$	39,850	$	29,100

First Quarter of 2021 Compared to Fourth Quarter of 2020

Noninterest income increased by $5.0 million to $44.8 million for the first quarter of 2021 compared to $39.9 million for the fourth quarter of 2020 due mostly to an increase of $5.8 million in dividends and gains on equity investments and a $1.9 million increase in leased equipment income, offset partially by decreases of $1.5 million in gain on sale of loans and leases and $1.2 million in warrant income. The increase in dividends and gains on equity investments was due mainly to a $10.1 million gain on one equity investment, offset partially by lower net fair value gains on equity investments still held. The increase in leased equipment income was due primarily to a higher average balance of equipment leased to others under operating leases. The decrease in gain on sale of loans and leases resulted from the sales of $72.6 million of loans for gains of $0.1 million in the first quarter of 2021 compared to sales of $119.9 million for gains of $1.7 million in the fourth quarter of 2020. The decrease in warrant income was primarily attributable to lower gains from exercised warrants after record gains in the fourth quarter of 2020.

First Quarter of 2021 Compared to First Quarter of 2020

Noninterest income increased by $15.7 million to $44.8 million for the first quarter of 2021 compared to $29.1 million for the first quarter of 2020 due mainly to increases of $10.9 million in dividends and gains on equity investments and $5.3 million in warrant income. The increase in dividends and gains on equity investments was due primarily to a $10.1 million gain on one equity investment in the first quarter of 2021. Warrant income increased due principally to higher gains from exercised warrants, driven by the active capital markets.

Noninterest Expense

The following table summarizes noninterest expense by category for the periods indicated:


	Three Months Ended
	March 31,		December 31,		March 31,
Noninterest Expense	2021		2020		2020
	(In thousands)
Compensation	$	79,882	$	73,171	$	61,282
Occupancy	14,054		14,083		14,207
Leased equipment depreciation	8,969		7,501		7,205
Data processing	6,957		6,718		6,454
Other professional services	5,126		6,800		4,258
Insurance and assessments	4,903		5,064		4,249
Customer related expense	4,818		4,430		3,932
Acquisition, integration and reorganization costs	3,425		1,060		—
Loan expense	3,193		3,926		2,650
Intangible asset amortization	3,079		3,172		3,948
Foreclosed assets expense (income), net	1		(272)		66
Other	15,729		10,029		9,719
Total operating expense	150,136		135,682		117,970
Goodwill impairment	—		—		1,470,000
Total noninterest expense	$	150,136	$	135,682	$	1,587,970

First Quarter of 2021 Compared to Fourth Quarter of 2020

Noninterest expense increased by $14.5 million to $150.1 million for the first quarter of 2021 compared to $135.7 million for the fourth quarter of 2020 due mostly to increases of $6.7 million in compensation expense, $5.7 million in other expense, $2.4 million in acquisition, integration and reorganization costs, and $1.5 million in leased equipment depreciation, offset partially by a decrease of $1.7 million in other professional expense. The increase in compensation expense was due primarily to compensation expense related to the two months of Civic operations, while, in total, Civic's noninterest expenses added $10.8 million to total noninterest expense. The increase in other expense was largely due to an $8.5 million accrual for a legal settlement in excess of amounts previously accrued. The increase in acquisition, integration and reorganization costs was due to advisory services and integration expenses related to the closed Civic acquisition and the pending acquisition of Union Bank's HOA Services Division. The increase in leased equipment depreciation was due primarily to an increase in the average balance of equipment leased to others under operating leases. The decrease in other professional expense was due primarily to lower consulting expense.

First Quarter of 2021 Compared to First Quarter of 2020

Noninterest expense decreased by $1.44 billion to $150.1 million for the first quarter of 2021 compared to $1.59 billion for the first quarter of 2020 due primarily to a $1.47 billion goodwill impairment charge in the first quarter of 2020. Excluding the goodwill impairment charge, noninterest expense increased by $32.2 million from $118.0 million to $150.1 million. This increase was due mostly to increases of $18.6 million in compensation expense, $6.0 million in other expense, $3.4 million in acquisition, integration and reorganization costs, and $1.8 million in leased equipment depreciation. Compensation expense increased due mostly to higher bonus expense, as the bonus accrual in the first quarter of 2020 was significantly lower, and higher compensation expense related to the two months of Civic operations. The increase in other expense was largely due to an $8.5 million accrual for a legal settlement in excess of amounts previously accrued. The increase in acquisition, integration and reorganization costs was due to advisory services and integration expenses related to the closed Civic acquisition and the pending acquisition of Union Bank's HOA Services Division. The increase in leased equipment depreciation was due primarily to an increase in the average balance of equipment leased to others under operating leases.

Income Taxes

The effective tax rate for the first quarter of 2021 was 26.3% compared to 23.8% for the fourth quarter of 2020 and (0.8)% for the first quarter of 2020. The increased effective tax rate in the first quarter of 2021 compared to the fourth quarter of 2020 was primarily due to higher pre-tax income in relation to discrete items for the quarter. Excluding non-deductible goodwill impairment, the effective income tax rate was 24.5% for the three months ended March 31, 2020. The Company’s blended statutory tax rate for federal and state is 27.6% and the effective tax rate for the full year 2021 is estimated to be in the range of 25-27%.

Balance Sheet Analysis

Securities Available-for-Sale

The following table presents the composition and durations of our securities available-for-sale as of the dates indicated:


	March 31, 2021					December 31, 2020
	Fair		% of		Duration		Fair		% of		Duration
Security Type	Value		Total		(in years)		Value		Total		(in years)
	(Dollars in thousands)
Municipal securities	$	1,646,054	28	%	8.5		$	1,531,617	29	%	8.5
Agency commercial MBS	1,273,402		22	%	3.8		1,281,877		24	%	3.5
Agency residential CMOs	1,108,828		19	%	2.8		1,219,880		23	%	2.9
U.S. Treasury securities	491,358		8	%	7.3		5,302		—	%	1.5
Agency residential MBS	433,100		7	%	2.5		341,074		7	%	2.1
Corporate debt securities	380,407		6	%	3.9		311,889		6	%	3.7
Collateralized loan obligations	244,240		4	%	—		135,876		3	%	—
Asset-backed securities	224,015		4	%	0.7		249,503		5	%	0.7
Private label residential CMOs	103,376		2	%	2.6		116,946		2	%	2.2
SBA securities	36,910		—	%	3.7		41,627		1	%	3.4
Total securities available-
for-sale	$	5,941,690	100	%	4.8		$	5,235,591	100	%	4.5

The following table shows the geographic composition of the majority of our municipal securities portfolio as of the date indicated:


	March 31, 2021
	Fair		% of
Municipal Securities by State	Value		Total
	(Dollars in thousands)
California	$	388,297	24	%
Washington	281,215		17	%
Texas	256,263		16	%
Maryland	73,534		4	%
Oregon	70,386		4	%
Georgia	68,377		4	%
New York	66,909		4	%
Colorado	57,943		4	%
Ohio	39,305		2	%
Utah	38,388		2	%
Total of ten largest states	1,340,617		81	%
All other states	305,437		19	%
Total municipal securities	$	1,646,054	100	%

Loans and Leases Held for Investment

The following table presents the composition of our loans and leases held for investment, net of deferred fees, by loan portfolio segment, class, and subclass as of the dates indicated:


	March 31, 2021				December 31, 2020
			% of					% of
Loan and Lease Portfolio	Balance		Total			Balance		Total
	(Dollars in thousands)
Real estate mortgage:
Healthcare real estate	$	175,158	1	%		$	177,440	1	%
Hotel	539,139		3	%		571,917		3	%
SBA program	610,086		3	%		599,788		3	%
Other commercial real estate	2,617,227		14	%		2,747,526		14	%
Total commercial real estate mortgage	3,941,610		21	%		4,096,671		21	%
Income producing and other residential	3,823,179		20	%		3,718,457		20	%
Other residential real estate	222,424		1	%		84,808		—	%
Total income producing and other
residential real estate mortgage	4,045,603		21	%		3,803,265		20	%
Total real estate mortgage	7,987,213		42	%		7,899,936		41	%
Real estate construction and land:
Commercial	990,035		5	%		1,117,121		6	%
Residential	2,575,788		14	%		2,243,160		12	%
Total real estate construction and land (1)	3,565,823		19	%		3,360,281		18	%
Total real estate	11,553,036		61	%		11,260,217		59	%
Commercial:
Lender finance	2,113,395		11	%		2,095,963		11	%
Equipment finance	647,423		4	%		700,042		4	%
Premium finance	449,440		2	%		438,761		2	%
Other asset-based	173,145		1	%		194,517		1	%
Total asset-based	3,383,403		18	%		3,429,283		18	%
Equity fund loans	889,828		5	%		1,032,718		5	%
Venture lending	605,970		3	%		665,790		4	%
Total venture capital	1,495,798		8	%		1,698,508		9	%
Paycheck Protection Program	1,079,258		5	%		1,057,422		5	%
Secured business loans	397,558		2	%		430,263		2	%
Security monitoring	205,798		1	%		329,312		2	%
Other lending	524,025		3	%		558,117		3	%
Total other commercial	2,206,639		11	%		2,375,114		12	%
Total commercial	7,085,840		37	%		7,502,905		39	%
Consumer	340,352		2	%		320,255		2	%
Total loans and leases held for investment,
net of deferred fees	$	18,979,228	100	%		$	19,083,377	100	%

________________________________

(1) Includes land and acquisition and development loans of $148.1 million at March 31, 2021 and $167.1 million at December 31, 2020.

The following table presents the geographic composition of our real estate loans held for investment, net of deferred fees, by the top 10 states and all other states combined (in the order presented for the current quarter-end) as of the dates indicated:


	March 31, 2021				December 31, 2020
			% of				% of
Real Estate Loans by State	Balance		Total		Balance		Total
	(Dollars in thousands)
California	$	7,086,451	61	%	$	6,942,768	62	%
Florida	670,998		6	%	598,157		5	%
New York	651,593		6	%	716,329		6	%
Colorado	456,407		4	%	386,480		3	%
Washington	399,940		3	%	413,014		4	%
Texas	300,853		3	%	263,731		2	%
Oregon	283,608		2	%	269,600		2	%
Nevada	222,743		2	%	195,663		2	%
Arizona	196,641		2	%	171,533		2	%
Georgia	152,131		1	%	116,444		1	%
Total of 10 largest states	10,421,365		90	%	10,073,719		89	%
All other states	1,131,671		10	%	1,186,498		11	%
Total real estate loans held for investment, net of deferred fees	$	11,553,036	100	%	$	11,260,217	100	%

The following table presents a roll forward of loans and leases held for investment, net of deferred fees, for the periods indicated:


	Three Months Ended
Roll Forward of Loans and Leases Held for Investment, Net of Deferred Fees (1)	March 31, 2021
	(Dollars in thousands)
Balance, beginning of period	$	19,083,377
Additions:
Production	1,612,777
Disbursements	1,022,986
Total production and disbursements	2,635,763
Reductions:
Payoffs	(1,635,264)
Paydowns	(1,067,418)
Total payoffs and paydowns	(2,702,682)
Sales	(72,641)
Transfers to foreclosed assets	(647)
Charge-offs	(3,988)
Transfers to loans held for sale	(25,554)
Total reductions	(2,805,512)
Loans and leases acquired through acquisition	65,600
Net (decrease) increase	(104,149)
Balance, end of period	$	18,979,228

Weighted average rate on production (2)	4.36		%

_______________________________________

(1) Includes direct financing leases but excludes equipment leased to others under operating leases.

(2) The weighted average rate on production presents contractual rates on a tax equivalent basis and does not include amortized fees. Amortized fees added approximately 43 basis points to loan yields for the three months ended March 31, 2021. Excluding PPP loans, which were at a 1% rate, the weighted average rate on production for the three months ended March 31, 2021 was 5.39%.

Allowance for Credit Losses on Loans and Leases Held for Investment

The allowance for credit losses on loans and leases held for investment is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The allowance for loan and lease losses is reported as a reduction of the amortized cost basis of loans and leases, while the reserve for unfunded loan commitments is included within "Accrued interest payable and other liabilities" on the condensed consolidated balance sheets. The amortized cost basis of loans and leases does not include interest receivable, which is included in "Other assets" on the condensed consolidated balance sheets. The "Provision for credit losses" on the condensed consolidated statement of earnings (loss) is a combination of the provision for loan and lease losses and the provision for unfunded loan commitments.

Under the CECL methodology, expected credit losses reflect losses over the remaining contractual life of an asset, considering the effect of prepayments and available information about the collectability of cash flows, including information about relevant historical experience, current conditions, and reasonable and supportable forecasts of future events and circumstances. Thus, the CECL methodology incorporates a broad range of information in developing credit loss estimates.

For further information regarding the calculation of the allowance for credit losses on loans and leases held for investment using the CECL methodology, see Note 1. Nature of Operations and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of our Form 10-K.

In calculating our allowance for credit losses, we continued to consider the impacts of the ongoing COVID-19 pandemic on our estimation of expected credit losses given the changes in economic forecasts and assumptions along with the uncertainty related to the severity and duration of the economic consequences of the COVID-19 pandemic. Our methodology and framework along with the 4-quarter reasonable and supportable forecast period and 2-quarter reversion period have remained consistent since the implementation of CECL on January 1, 2020. Certain management assumptions are reassessed every quarter based on current expectations for credit losses, while other assumptions are assessed and updated on at least an annual basis.

In the first quarter of 2021, we used the Moody’s Consensus Economic Scenario Forecast dated March 10, 2021 for the calculation of our quantitative component. The key macro-economic variables used improved from previous economic forecasts which when combined with improvements in other credit quality metrics such as a decline in classified and special mention loans drove the decrease in the quantitative calculation of the allowance for credit losses in the first quarter. This decrease in the quantitative component of the allowance for credit losses was partially offset by increases in the qualitative component which is based on management’s assessment of various qualitative factors such as economic conditions and collateral dependency. The increases in the qualitative component was primarily related to certain loan portfolios which may react more slowly to the improvements in the general economic conditions, such as hotels, retail, or office properties. These sectors may see a slower economic recovery to pre-pandemic levels due to changes in consumer behavior such as less business travel due to more virtual meetings, more online shopping versus in person shopping, or the potential for more permanent shifts to remote working or hybrid working models. Additionally, small businesses in these sectors may face greater challenges once debt relief and PPP funding is exhausted.

The determination of the allowance for credit losses is complex and highly dependent on numerous models, assumptions, and judgments made by management. Management's current expectation for credit losses as quantified in the allowance for credit losses considers the impact of assumptions and is reflective of historical credit experience, economic forecasts viewed to be reasonable and supportable, current loan and lease composition, and relative credit risks known as of the balance sheet date.

Management believes the allowance for credit losses is appropriate for the current expected credit losses in our loan and lease portfolio and associated unfunded commitments, and the credit risk ratings and inherent loss rates currently assigned are reasonable and appropriate as of the reporting date. It is possible that others, given the same information, may at any point in time reach different conclusions that could result in a significant impact to the Company's financial statements.

The following table presents information regarding the allowance for credit losses on loans and leases held for investment as of the dates indicated:


	March 31,			December 31,			March 31,
Allowance for Credit Losses Data	2021			2020			2020
	(Dollars in thousands)
Allowance for loan and lease losses	$	292,445		$	348,181		$	221,292
Reserve for unfunded loan commitments	90,571			85,571			53,571
Total allowance for credit losses	$	383,016		$	433,752		$	274,863

Allowance for loan and lease losses to loans and leases held for investment	1.54		%	1.82		%	1.12		%
Allowance for loan and lease losses to loans and leases held for investment, excluding PPP loans	1.63		%	1.93		%	1.12		%
Allowance for credit losses to loans and leases held for investment	2.02		%	2.27		%	1.39		%
Allowance for credit losses to loans and leases held for investment, excluding PPP loans	2.14		%	2.41		%	1.39		%
Allowance for credit losses to nonaccrual loans and leases held for investment	566.2		%	475.8		%	287.5		%

The following table presents the changes in our allowance for credit losses on loans and leases held for investment for the periods indicated:


	Three Months Ended
	March 31,			December 31,			March 31,
Allowance for Credit Losses Roll Forward	2021			2020			2020
	(Dollars in thousands)
Balance, beginning of period	$	433,752		$	442,537		$	174,646
Cumulative effect of change in accounting
principle - CECL, as of January 1, 2020:
Allowance for loan and lease losses	—			—			3,617
Reserve for unfunded loan commitments	—			—			3,710
Total cumulative effect	—			—			7,327
Provision for credit losses:
(Reduction in) addition to allowance for loan and lease losses	(53,000)			21,000			98,000
Addition to (reduction in) reserve for unfunded
loan commitments	5,000			(11,000)			14,000
Total provision for credit losses	(48,000)			10,000			112,000
Loans and leases charged off:
Real estate mortgage	(368)			(4,453)			(500)
Real estate construction and land	(700)			—			—
Commercial	(2,574)			(15,768)			(19,232)
Consumer	(346)			(93)			(473)
Total loans and leases charged off	(3,988)			(20,314)			(20,205)
Recoveries on loans charged off:
Real estate mortgage	545			257			124
Real estate construction and land	—			—			—
Commercial	697			1,119			955
Consumer	10			153			16
Total recoveries on loans charged off	1,252			1,529			1,095
Net charge-offs	(2,736)			(18,785)			(19,110)
Balance, end of period	$	383,016		$	433,752		$	274,863

Annualized net charge-offs to average loans and leases	0.06		%	0.40		%	0.40		%

The following table presents charge-offs by loan portfolio segment, class, and subclass for the periods indicated:


	Three Months Ended
	March 31,		December 31,		March 31,
Allowance for Credit Losses Charge-offs	2021		2020		2020
	(In thousands)
Real estate mortgage:
Healthcare real estate	$	—	$	—	$	—
Hotel	343		422		—
SBA program	25		489		198
Other commercial real estate	—		3,260		127
Total commercial real estate mortgage	368		4,171		325
Income producing and other residential	—		—		—
Other residential real estate	—		282		175
Total income producing and other residential
real estate mortgage	—		282		175
Total real estate mortgage	368		4,453		500
Real estate construction and land:
Commercial	700		—		—
Residential	—		—		—
Total real estate construction and land	700		—		—
Commercial:
Lender finance	—		—		—
Equipment finance	—		—		11,550
Premium finance	—		—		—
Other asset-based	—		—		—
Total asset-based	—		—		11,550
Equity fund loans	—		—		—
Venture lending	620		1		343
Total venture capital	620		1		343
Paycheck Protection Program	—		—		—
Security monitoring	—		15,573		6,056
Secured business loans	47		—		—
Other lending	1,907		194		1,283
Total other commercial	1,954		15,767		7,339
Total commercial	2,574		15,768		19,232
Consumer	346		93		473
Total charge-offs	$	3,988	$	20,314	$	20,205

The following table presents recoveries by portfolio segment, class, and subclass for the periods indicated:


	Three Months Ended
	March 31,		December 31,		March 31,
Allowance for Credit Losses Recoveries	2021		2020		2020
	(In thousands)
Real estate mortgage:
Healthcare real estate	$	—	$	—	$	—
Hotel	—		—		—
SBA program	17		15		107
Other commercial real estate	524		3		12
Total commercial real estate mortgage	541		18		119
Income producing and other residential	—		—		—
Other residential real estate	4		239		5
Total income producing and other
residential real estate mortgage	4		239		5
Total real estate mortgage	545		257		124
Real estate construction and land:
Commercial	—		—		—
Residential	—		—		—
Total real estate construction and land	—		—		—
Commercial:
Lender finance	—		—		—
Equipment finance	107		17		230
Premium finance	—		—		—
Other asset-based	161		98		135
Total asset-based	268		115		365
Equity fund loans	—		—		—
Venture lending	57		358		185
Total venture capital	57		358		185
Paycheck Protection Program	—		—		—
Security monitoring	—		123		—
Secured business loans	126		101		78
Other lending	246		422		327
Total other commercial	372		646		405
Total commercial	697		1,119		955
Consumer	10		153		16
Total recoveries	$	1,252	$	1,529	$	1,095

Deposits

The following table presents the balance of each major category of deposits as of the dates indicated:


	March 31, 2021				December 31, 2020
			% of					% of
Deposit Composition	Balance		Total			Balance		Total
	(Dollars in thousands)
Noninterest-bearing demand	$	11,017,462	39	%		$	9,193,827	37	%
Interest checking	6,862,398		25	%		5,974,910		24	%
Money market	7,112,610		25	%		6,532,917		26	%
Savings	583,878		2	%		562,826		2	%
Total core deposits	25,576,348		91	%		22,264,480		89	%
Non-core non-maturity deposits	1,162,590		4	%		1,149,467		5	%
Total non-maturity deposits	26,738,938		95	%		23,413,947		94	%
Time deposits $250,000 and under	940,340		3	%		994,197		4	%
Time deposits over $250,000	544,013		2	%		532,573		2	%
Total time deposits	1,484,353		5	%		1,526,770		6	%
Total deposits	$	28,223,291	100	%		$	24,940,717	100	%

During the first quarter of 2021, total deposits increased by $3.3 billion to $28.2 billion, due primarily to an increase of $3.3 billion in core deposits. The increase in core deposits in the first quarter of 2021 was driven by continued strong deposit growth from our venture banking customers. At March 31, 2021, core deposits totaled $25.6 billion, or 91% of total deposits, including $11.0 billion of noninterest-bearing demand deposits, or 39% of total deposits.

The following table summarizes the maturities of time deposits as of the date indicated:


	Time Deposits
	$250,000		Over
March 31, 2021	and Under		$250,000		Total
	(In thousands)
Maturities:
Due in three months or less	$	220,440	$	123,004	$	343,444
Due in over three months through six months	188,105		78,856		266,961
Due in over six months through twelve months	264,046		303,182		567,228
Total due within twelve months	672,591		505,042		1,177,633
Due in over 12 months through 24 months	98,622		36,228		134,850
Due in over 24 months	169,127		2,743		171,870
Total	$	940,340	$	544,013	$	1,484,353

Client Investment Funds

In addition to deposit products, we also offer select clients non-depository cash investment options through PWAM, our registered investment adviser subsidiary, and third-party money market sweep products. PWAM provides customized investment advisory and asset management solutions. At March 31, 2021, total off-balance sheet client investment funds were $1.4 billion, of which $0.9 billion was managed by PWAM. At December 31, 2020, total off-balance sheet client investment funds were $1.3 billion, of which $1.0 billion was managed by PWAM.

Credit Quality

Nonperforming Assets, Performing TDRs, and Classified Loans and Leases

The following table presents information on our nonperforming assets, performing TDRs, and classified loans and leases as of the dates indicated:


	March 31,			December 31,			March 31,
	2021			2020			2020
	(Dollars in thousands)
Nonaccrual loans and leases held for investment	$	67,652		$	91,163		$	95,602

Foreclosed assets, net	14,298			14,027			1,701
Total nonperforming assets	$	81,950		$	105,190		$	97,303

Performing TDRs held for investment	$	27,999		$	14,254		$	8,978
Classified loans and leases held for investment	$	163,117		$	265,262		$	147,705
Nonaccrual loans and leases held for investment to
loans and leases held for investment	0.36		%	0.48		%	0.48		%
Nonperforming assets to loans and leases held for investment
and foreclosed assets, net	0.43		%	0.55		%	0.49		%
Classified loans and leases held for investment
to loans and leases held for investment	0.86		%	1.39		%	0.75		%

Nonaccrual Loans and Leases Held for Investment

The following table presents our nonaccrual loans and leases held for investment and accruing loans and leases past due between 30 and 89 days by loan portfolio segment and class as of the dates indicated:


	March 31, 2021				December 31, 2020				Increase (Decrease)
			Accruing				Accruing				Accruing
			and 30-89				and 30-89				and 30-89
			Days Past				Days Past				Days Past
	Nonaccrual		Due		Nonaccrual		Due		Nonaccrual		Due
	(Dollars in thousands)
Real estate mortgage:
Commercial	$	46,436	$	5	$	43,731	$	3,636	$	2,705	$	(3,631)
Income producing and other residential	2,471		6,339		1,826		600		645		5,739
Total real estate mortgage	48,907		6,344		45,557		4,236		3,350		2,108
Real estate construction and land:
Commercial	302		—		315		—		(13)		—
Residential	416		1,241		—		759		416		482
Total real estate construction and land	718		1,241		315		759		403		482
Commercial:
Asset-based	2,379		—		2,679		—		(300)		—
Venture capital	2,432		6,750		1,980		540		452		6,210
Other commercial	12,660		1,251		40,243		2,078		(27,583)		(827)
Total commercial	17,471		8,001		44,902		2,618		(27,431)		5,383
Consumer	556		954		389		1,260		167		(306)
Total held for investment	$	67,652	$	16,540	$	91,163	$	8,873	$	(23,511)	$	7,667

During the first quarter of 2021, nonaccrual loan and leases held for investment decreased by $23.5 million to $67.7 million at March 31, 2021 due mainly to the transfer of one security monitoring loan to loans held for sale of $25.6 million, charge-offs of $2.5 million, and principal payments and other reductions of $5.4 million, offset partially by additions of $10.6 million. As of March 31, 2021, the Company's three largest loan relationships on nonaccrual status had an aggregate carrying value of $31.4 million and represented 46% of total nonaccrual loans and leases.

Foreclosed Assets

The following table presents foreclosed assets (primarily OREO), net of the valuation allowance, by property type as of the dates indicated:


	March 31,		December 31,		March 31,
Property Type	2021		2020		2020
	(In thousands)
Commercial real estate	$	13,612	$	12,979	$	33
Single-family residence	—		—		—
Construction and land development	219		219		219

Total OREO, net	13,831		13,198		252
Other foreclosed assets	467		829		1,449
Total foreclosed assets, net	$	14,298	$	14,027	$	1,701

During the first quarter of 2021, foreclosed assets increased by $0.3 million to $14.3 million at March 31, 2021 due mainly to additions of $0.6 million, offset partially sales of $0.4 million.

Performing TDRs Held for Investment

The following table presents our performing TDRs held for investment by loan portfolio segment as of the dates indicated:


	March 31, 2021			December 31, 2020
			Number				Number
			of				of
Performing TDRs	Balance		Loans		Balance		Loans
	(Dollars in thousands)
Real estate mortgage	$	6,584	20		$	6,631	20
Real estate construction and land	1,445		1		1,451		1
Commercial	19,944		23		6,146		21
Consumer	26		1		26		1
Total performing TDRs held for investment	$	27,999	45		$	14,254	43

During the first quarter of 2021, performing TDRs held for investment increased by $13.7 million to $28.0 million at March 31, 2021 attributable primarily to the addition of a $13.9 million security monitoring loan, offset by principal payments and other reductions of $0.1 million.

Classified and Special Mention Loans and Leases Held for Investment

The following table presents the credit risk ratings of our loans and leases held for investment, net of deferred fees, as of the dates indicated:


	March 31,		December 31,		March 31,
Loan and Lease Credit Risk Ratings	2021		2020		2020
	(Dollars in thousands)
Pass	$	18,183,114	$	18,096,830	$	18,698,942
Special mention	632,997		721,285		898,658
Classified	163,117		265,262		147,705
Total loans and leases held for investment, net of deferred fees	$	18,979,228	$	19,083,377	$	19,745,305

Classified and special mention loans and leases fluctuate from period to period as a result of loan repayments and downgrades or upgrades from our ongoing active portfolio management.

During the first quarter of 2021, classified loans and leases decreased by $102.1 million to $163.1 million at March 31, 2021 due mostly to decreases of $46.0 million in other commercial loans, $42.3 million in commercial real estate construction and land loans, and $14.1 million in commercial real estate mortgage loans. Classified loans and leases peaked in the second quarter of 2020 at $293.2 million.

During the first quarter of 2021, special mention loans and leases decreased by $88.3 million to $633.0 million at March 31, 2021 due mainly to decreases of $40.8 million in commercial real estate construction and land loans, $28.7 million in venture capital loans, and $11.2 million in asset-based loans. Special mention loans and leases peaked in the first quarter of 2020 at $898.7 million, as we proactively downgraded certain loans at the onset of the COVID-19 pandemic.

The following table presents the classified and special mention credit risk rating categories for loans and leases held for investment, net of deferred fees, by loan portfolio segment and class and the related net changes as of the dates indicated:


	March 31, 2021				December 31, 2020				Increase (Decrease)
			Special				Special				Special
	Classified		Mention		Classified		Mention		Classified		Mention
	(In thousands)
Real estate mortgage:
Commercial	$	77,444	$	254,463	$	91,543	$	262,462	$	(14,099)	$	(7,999)
Income producing and other residential	9,064		63,231		8,767		61,384		297		1,847
Total real estate mortgage	86,508		317,694		100,310		323,846		(13,802)		(6,152)
Real estate construction and land:
Commercial	302		66,790		42,558		107,592		(42,256)		(40,802)
Residential	416		602		—		759		416		(157)
Total real estate construction and land	718		67,392		42,558		108,351		(41,840)		(40,959)
Commercial:
Asset-based	24,941		142,122		27,867		153,301		(2,926)		(11,179)
Venture capital	8,727		89,423		6,508		118,125		2,219		(28,702)
Other commercial	41,597		13,535		87,557		14,930		(45,960)		(1,395)
Total commercial	75,265		245,080		121,932		286,356		(46,667)		(41,276)
Consumer	626		2,831		462		2,732		164		99
Total	$	163,117	$	632,997	$	265,262	$	721,285	$	(102,145)	$	(88,288)

Regulatory Matters

Capital

Bank regulatory agencies measure capital adequacy through standardized risk-based capital guidelines that compare different levels of capital (as defined by such guidelines) to risk-weighted assets and off-balance sheet obligations. At March 31, 2021, banks considered to be “well capitalized” must maintain a minimum Tier 1 leverage ratio of 5.00%, a minimum common equity Tier 1 risk-based capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, and a minimum total risk-based capital ratio of 10.00%.

Basel III currently requires all banking organizations to maintain a 2.50% capital conservation buffer above the minimum risk-based capital requirements to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively comprised of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not to the leverage ratio. Effective January 1, 2019, the common equity tier 1, tier 1, and total capital ratio minimums inclusive of the capital conservation buffer were 7.00%, 8.50%, and 10.50%. At March 31, 2021, the Company and Bank were in compliance with the capital conservation buffer requirement.

The Company and Bank elected the CECL 5-year regulatory transition guidance for calculating regulatory capital ratios and the March 31, 2021 ratios include this election. This regulatory guidance allows an entity to add back to capital 100% of the capital impact from the day one CECL transition adjustment and 25% of subsequent increases to the allowance for credit losses through December 31, 2022. This cumulative amount will then be phased out of regulatory capital over the next three years from 2023 to 2025. The add-back as of March 31, 2021 ranged from 17 basis points to 22 basis points for the capital ratios below.

The following tables present a comparison of our actual capital ratios to the minimum required ratios and well capitalized ratios as of the dates indicated:


		Minimum Required
		For Capital	For Capital	For Well
		Adequacy	Conservation	Capitalized
	Actual	Purposes	Buffer	Classification
March 31, 2021
PacWest Bancorp Consolidated
Tier 1 leverage capital ratio	7.95%	4.00%	4.00%	N/A
CET1 capital ratio	10.39%	4.50%	7.00%	N/A
Tier 1 capital ratio	10.39%	6.00%	8.50%	N/A
Total capital ratio	13.60%	8.00%	10.50%	N/A

Pacific Western Bank
Tier 1 leverage capital ratio	8.83%	4.00%	4.00%	5.00%
CET1 capital ratio	11.54%	4.50%	7.00%	6.50%
Tier 1 capital ratio	11.54%	6.00%	8.50%	8.00%
Total capital ratio	12.80%	8.00%	10.50%	10.00%


		Minimum Required
		For Capital	For Capital	For Well
		Adequacy	Conservation	Capitalized
	Actual	Purposes	Buffer	Classification
December 31, 2020
PacWest Bancorp Consolidated
Tier 1 leverage capital ratio	8.55%	4.00%	4.00%	N/A
CET1 capital ratio	10.53%	4.50%	7.00%	N/A
Tier 1 capital ratio	10.53%	6.00%	8.50%	N/A
Total capital ratio	13.76%	8.00%	10.50%	N/A

Pacific Western Bank
Tier 1 leverage capital ratio	9.53%	4.00%	4.00%	5.00%
CET1 capital ratio	11.73%	4.50%	7.00%	6.50%
Tier 1 capital ratio	11.73%	6.00%	8.50%	8.00%
Total capital ratio	12.99%	8.00%	10.50%	10.00%

Subordinated Debentures

We issued or assumed through mergers subordinated debentures to trusts that were established by us or entities we acquired, which, in turn, issued trust preferred securities. The carrying value of subordinated debentures totaled $465.8 million at March 31, 2021. At March 31, 2021, none of the trust preferred securities were included in the Company's Tier I capital under the phase-out limitations of Basel III, and $451.8 million were included in Tier II capital.

Dividends on Common Stock and Interest on Subordinated Debentures

As a bank holding company, PacWest is required to notify and receive approval from the FRB prior to declaring and paying a dividend to stockholders during any period in which quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Interest payments made on subordinated debentures are considered dividend payments under FRB regulations. We may not pay a dividend if the FRB objects or until such time as we receive approval from the FRB or we no longer need to provide notice under applicable regulations. Given the impact of the goodwill impairment charge on net earnings in the first quarter of 2020, we were required to receive approval from the FRB prior to declaring a dividend from March 31, 2020 through March 31, 2021, but are no longer required to obtain such approval.

Liquidity

Liquidity Management

The goals of our liquidity management are to ensure the ability of the Company to meet its financial commitments when contractually due and to respond to other demands for funds such as the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers who have unfunded commitments. We have an Executive Management Asset/Liability Management Committee ("Executive ALM Committee") that is comprised of members of senior management and is responsible for managing commitments to meet the needs of customers while achieving our financial objectives. Our Executive ALM Committee meets regularly to review funding capacities, current and forecasted loan demand, and investment opportunities.

We manage our liquidity by maintaining pools of liquid assets on-balance sheet, consisting of cash and due from banks, interest-earning deposits in other financial institutions, and unpledged securities available-for-sale, which we refer to as our primary liquidity. We also maintain available borrowing capacity under secured credit lines with the FHLB and the FRBSF, which we refer to as our secondary liquidity.

As a member of the FHLB, the Bank had secured borrowing capacity with the FHLB of $3.5 billion at March 31, 2021, of which all but $5.0 million was available on that date. The FHLB secured credit line was collateralized by a blanket lien on $5.0 billion of certain qualifying loans. The Bank also had secured borrowing capacity with the FRBSF of $1.4 billion at March 31, 2021, all of which was available on that date. The FRBSF secured credit line was collateralized by liens on $1.8 billion of qualifying loans.

In addition to its secured lines of credit, the Bank also maintains unsecured lines of credit for the purpose of borrowing overnight funds, subject to availability, of $112.0 million with the FHLB and $180.0 million in the aggregate with several correspondent banks. As of March 31, 2021, there was no balance outstanding related to the FHLB unsecured line of credit. The Bank is a member of the AFX, through which it may either borrow or lend funds on an overnight or short-term basis with a group of pre-approved commercial banks. The availability of funds changes daily. As of March 31, 2021, the Bank had borrowed nothing through the AFX.

The following tables provide a summary of the Bank’s primary and secondary liquidity levels at the dates indicated:


	March 31,			December 31,
Primary Liquidity - On-Balance Sheet	2021			2020
	(Dollars in thousands)
Cash and due from banks	$	177,199		$	150,464
Interest-earning deposits in financial institutions	5,517,667			3,010,197
Securities available-for-sale	5,941,690			5,235,591
Less: pledged securities	(488,047)			(449,330)
Total primary liquidity	$	11,148,509		$	7,946,922

Ratio of primary liquidity to total deposits	39.5		%	31.9		%


Secondary Liquidity - Off-Balance Sheet	March 31,		December 31,
Available Secured Borrowing Capacity	2021		2020
	(In thousands)
Secured borrowing capacity with the FHLB	$	3,459,294	$	3,330,715
Less: secured advances outstanding	(5,000)		(5,000)
Available secured borrowing capacity with the FHLB	3,454,294		3,325,715
Available secured borrowing capacity with the FRBSF	1,413,182		1,409,452
Total secondary liquidity	$	4,867,476	$	4,735,167

During the three months ended March 31, 2021, the Company's primary liquidity increased by $3.2 billion to $11.1 billion at March 31, 2021 due mainly to a $2.5 billion increase in interest-earning deposits in financial institutions and a $706.1 million increase in securities available-for-sale. During the first quarter of 2021, the Company's secondary liquidity increased by $132.3 million to $4.9 billion at March 31, 2021 due primarily to a $128.6 million increase in secured borrowing capacity with the FHLB attributable to an increase in pledged loans.

In addition to our primary liquidity, we generate liquidity from cash flows from our loan and securities portfolios and from our large base of core deposits, defined as noninterest-bearing demand, interest checking, savings, and non-brokered money market accounts. At March 31, 2021, core deposits totaled $25.6 billion and represented 91% of the Company's total deposits. Core deposits are normally less volatile, often with customer relationships tied to other products offered by the Bank promoting long-standing relationships and stable funding sources. See "- Balance Sheet Analysis - Deposits" for additional information and detail of our core deposits.

Our deposit balances may decrease if customers withdraw funds from the Bank. In order to address the Bank’s liquidity risk from fluctuating deposit balances, the Bank maintains adequate levels of available liquidity on and off the balance sheet.

We use brokered deposits, the availability of which is uncertain and subject to competitive market forces and regulation, for liquidity management purposes. At March 31, 2021, brokered deposits totaled $1.4 billion, consisting primarily of $1.2 billion of non-maturity brokered accounts and $196.7 million of brokered time deposits. At December 31, 2020, brokered deposits totaled $1.3 billion, consisting mainly of $1.1 billion of non-maturity brokered accounts and $195.7 million of brokered time deposits.

Our liquidity policy includes guidelines for On-Balance Sheet Liquidity (a measurement of primary liquidity to total deposits plus borrowings), Liquidity Buffer Coverage Ratio (the ratio of cash and unpledged securities to the estimated 30 day cash outflow in a defined stress scenario), Liquidity Stress Test Survival Horizon (the number of days that the Bank’s liquidity buffer plus available secured borrowing capacity is sufficient to offset cumulative cash outflow in a defined stress scenario), Loan to Funding Ratio (measurement of gross loans net of fees divided by deposits plus borrowings), Wholesale Funding Ratio (measurement of wholesale funding divided by interest-earning assets), and other guidelines developed for measuring and maintaining liquidity. At March 31, 2021, the Bank was in compliance with all established liquidity guidelines.

Holding Company Liquidity

PacWest acts a source of financial strength for the Bank which can also include being a source of liquidity. The primary sources of liquidity for the holding company include dividends from the Bank, intercompany tax payments from the Bank, and PacWest's ability to raise capital, issue subordinated debt, and secure outside borrowings. PacWest's ability to obtain funds for the payment of dividends to our stockholders, the repurchase of shares of common stock, and other cash requirements is largely dependent upon the Bank’s earnings. The Bank is subject to restrictions under certain federal and state laws and regulations that limit its ability to transfer funds to the holding company through intercompany loans, advances, or cash dividends. PacWest's ability to pay dividends is also subject to the restrictions set forth in Delaware law, by the FRB, and by certain covenants contained in our subordinated debentures. Approval by the FRB is required prior to our declaring and paying a cash dividend during any period in which our quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. PacWest may not pay a dividend if the FRB objects or until such time as we receive approval from the FRB or we no longer need to provide notice under applicable regulations. In addition, we may be restricted by applicable law or regulation or actions taken by our regulators, now or in the future, from paying dividends. Due to the impact of the goodwill impairment charge on net earnings in the first quarter of 2020, we were required to receive approval from the FRB, as described above, prior to declaring a dividend, for the period of March 31, 2020 to March 31, 2021, but are no longer required to obtain such approval.

Dividends paid by California state-chartered banks are regulated by the FDIC for non-member banks and the DFPI under their general supervisory authority. The Bank may declare a dividend without the approval of the DFPI and FDIC as long as the total dividends declared in a calendar year do not exceed either the retained earnings or the total of net earnings for the three previous fiscal years less any dividends paid during such period. The Bank had a net loss of $256.7 million during the three fiscal years of 2020, 2019, and 2018, compared to dividends of $1.3 billion paid by the Bank during that same period. During the three months ended March 31, 2021, PacWest received $33.0 million in dividends from the Bank. Since the Bank had an accumulated deficit of $1.8 billion at March 31, 2021, for the foreseeable future any dividends from the Bank to PacWest will continue to require DFPI and FDIC approval consistent with what has been required since 2008 when Bank first had an accumulated deficit triggered by goodwill impairment write-downs during the financial crisis of 2007-2008.

At March 31, 2021, PacWest had $135.2 million in cash and cash equivalents, of which substantially all is on deposit at the Bank. We believe this amount of cash, along with anticipated future dividends from the Bank, will be sufficient to fund the holding company’s cash flow needs over the next 12 months.

Stock Repurchase Programs

On February 12, 2020, PacWest's Board authorized a new Stock Repurchase Program to purchase shares of its common stock for an aggregate purchase price not to exceed $200 million, effective February 29, 2020. No shares were repurchased under the new Stock Repurchase Program prior to expiration on February 28, 2021.

Contractual Obligations

The following table summarizes the known contractual obligations of the Company as of the date indicated:


			Due After		Due After
	Due		One Year		Three Years		Due
	Within		Through		Through		After
March 31, 2021	One Year		Three Years		Five Years		Five Years		Total
	(In thousands)
Time deposits	$	1,177,633	$	198,053	$	108,460	$	207	$	1,484,353
Short-term borrowings	19,750		—		—		—		19,750
Long-term debt obligations (1)	—		—		—		542,022		542,022
Contractual interest (2)	2,410		1,700		1,926		6		6,042
Operating lease obligations	35,165		58,269		31,540		26,162		151,136
Other contractual obligations	85,721		89,077		10,722		23,068		208,588
Total	$	1,320,679	$	347,099	$	152,648	$	591,465	$	2,411,891

_______________________________________

(1) Excludes purchase accounting fair value adjustments.

(2) Excludes interest on subordinated debentures as these instruments are variable rate.

Long-term debt obligations include subordinated debentures. Debt obligations are also discussed in Note 10. Borrowings and Subordinated Debentures, in the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in “Item 1. Condensed Consolidated Financial Statements (Unaudited).” Operating lease obligations are discussed in the Notes to Consolidated Financial Statements included in our Form 10-K. The other contractual obligations relate to our minimum liability associated with our data and item processing contract with a third-party provider, commitments to contribute capital to investments in low income housing project partnerships and private equity funds, and commitments under deferred compensation arrangements.

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate liquidity levels. We expect to maintain adequate liquidity levels through profitability, loan and lease payoffs, securities repayments and maturities, and continued deposit gathering activities. We also have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Off-Balance Sheet Arrangements

Our obligations also include off-balance sheet arrangements consisting of loan commitments, of which only a portion is expected to be funded, and standby letters of credit. At March 31, 2021, our loan commitments and standby letters of credit were $8.1 billion and $312.6 million. The loan commitments, a portion of which will eventually result in funded loans, increase our profitability through net interest income when drawn and unused commitment fees prior to being drawn. We manage our overall liquidity taking into consideration funded and unfunded commitments as a percentage of our liquidity sources. Our liquidity sources, as described in "- Liquidity - Liquidity Management," have been and are expected to be sufficient to meet the cash requirements of our lending activities. For further information on loan commitments, see Note 12. Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements (Unaudited) contained in "Item 1. Condensed Consolidated Financial Statements (Unaudited)."

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This analysis should be read in conjunction with text under the caption "Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K, which text is incorporated herein by reference. Our analysis of market risk and market-sensitive financial information contains forward-looking statements and is subject to the disclosure at the beginning of Item 2 regarding such forward-looking information.

Market Risk - Foreign Currency Exposure

We enter into foreign exchange contracts with our clients and counterparty banks primarily for the purpose of offsetting or hedging clients' foreign currency exposures arising out of commercial transactions, and we enter into cross currency swaps to hedge exposures to debt instruments denominated in foreign currencies. We have experienced and will continue to experience fluctuations in our net earnings as a result of transaction gains or losses related to revaluing certain asset and liability balances that are denominated in currencies other than the U.S. Dollar, and the derivatives that hedge those exposures. As of March 31, 2021, the U.S. Dollar notional amounts of subordinated debentures payable denominated in foreign currencies was $30.2 million, and the U.S. Dollar notional amounts of derivatives outstanding to hedge these foreign currency exposures was $28.5 million. We recognized a foreign currency translation net gain of $358,000 for the three months ended March 31, 2021 and a foreign currency translation net loss of $230,000 for the three months ended March 31, 2020.

Asset/Liability Management and Interest Rate Sensitivity

Interest Rate Risk

We measure our IRR position on a monthly basis using two methods: (i) NII simulation analysis; and (ii) MVE modeling. The Executive ALM Committee and the Board Asset/Liability Management Committee review the results of these analyses quarterly. If hypothetical changes to interest rates cause changes to our simulated net present value of equity and/or net interest income outside our pre-established limits, we may adjust our asset and liability mix in an effort to bring our interest rate risk exposure within our established limits.

We evaluated the results of our NII simulation model and MVE model prepared as of March 31, 2021, the results of which are presented below. Our NII simulation and MVE model indicate that our balance sheet is asset-sensitive. An asset-sensitive profile would suggest that a sudden sustained increase in rates would result in an increase in our estimated NII and MVE, while a liability-sensitive profile would suggest that these amounts would decrease.

Net Interest Income Simulation

We used a NII simulation model to measure the estimated changes in NII that would result over the next 12 months from immediate and sustained changes in interest rates as of March 31, 2021. This model is an interest rate risk management tool and the results are not necessarily an indication of our future net interest income. This model has inherent limitations and these results are based on a given set of rate changes and assumptions at one point in time. We have assumed no growth or changes in the product mix of either our total interest-sensitive assets or liabilities over the next 12 months, therefore the results reflect an interest rate shock to a static balance sheet.

This analysis calculates the difference between NII forecasted using both increasing and decreasing interest rate scenarios using the forward yield curve at March 31, 2021. In order to arrive at the base case, we extend our balance sheet at March 31, 2021 one year and reprice any assets and liabilities that would contractually reprice or mature during that period using the products’ pricing as of March 31, 2021. Based on such repricing, we calculate an estimated NII and NIM for each rate scenario.

The NII simulation model is dependent upon numerous assumptions. For example, the majority of our loans are variable rate that are assumed to reprice in accordance with their contractual terms. Some loans and investment securities include the opportunity of prepayment (embedded options) and the simulation model uses prepayment assumptions to estimate these accelerated cash flows and reinvest these proceeds at current simulated yields. Our interest-bearing deposits reprice at our discretion and are assumed to reprice at a rate less than the change in market rates. The 12-month NII simulation model as of March 31, 2021 assumes interest-bearing deposits reprice at 28% of the change in market rates in a rising interest rate scenario, depending on the amount of the rate change (this is commonly referred to as the "deposit beta"). The effects of certain balance sheet attributes, such as fixed-rate loans, variable-rate loans that have reached their floors, and the volume of noninterest-bearing deposits as a percentage of earning assets, impact our assumptions and consequently the results of our NII simulation model. Additionally, we assume that all market interest rates have an interest rate floor of 0%. Changes that could vary significantly from our assumptions include loan and deposit growth or contraction, loan and deposit pricing, changes in the mix of earning assets or funding sources, and future asset/liability management decisions, all of which may have significant effects on our net interest income.

The following table presents forecasted net interest income and net interest margin for the next 12 months using the static balance sheet and forward yield curve as the base scenario, with immediate and sustained parallel upward movements in interest rates of 100, 200, and 300 basis points and sustained parallel downward movements in interest rates of 25, 50, and 100 basis points as of the date indicated:


	Forecasted			Forecasted	Forecasted
	Net Interest		Percentage	Net Interest	Net Interest
	Income		Change	Margin	Margin Change
March 31, 2021	(Tax Equivalent)		From Base	(Tax Equivalent)	From Base
	(Dollars in millions)
Interest Rate Scenario:
Up 300 basis points	$	1,288.3	24.5%	4.34%	0.86%
Up 200 basis points	$	1,188.1	14.9%	4.00%	0.52%
Up 100 basis points	$	1,100.6	6.4%	3.71%	0.23%
BASE CASE	$	1,034.4	—	3.48%	—
Down 25 basis points	$	1,025.1	(0.9)%	3.45%	(0.03)%
Down 50 basis points	$	1,021.7	(1.2)%	3.44%	(0.04)%
Down 100 basis points	$	1,018.3	(1.6)%	3.43%	(0.05)%

During the first quarter of 2021, total base case year 1 tax equivalent NII increased by $10.2 million to $1.0 billion at March 31, 2021, and the base case tax equivalent NIM decreased to 3.48% from 3.87%. The increase in year 1 NII compared to December 31, 2020 NII was attributable to balance sheet growth (interest-earning deposits in financial institutions and investment securities), offset partially by lower yields on earning assets. The tax equivalent NIM decreased due to the increase in the balance of low yielding interest-earning deposits in financial institutions during the first quarter of 2021.

In addition to parallel interest rate shock scenarios, we also model various alternative rate vectors. The most favorable alternate rate vector that we model is the “Bear Flattener Severe” scenario, when short-term rates increase faster than long-term rates. In the “Bear Flattener Severe” scenario, Year 1 tax equivalent NII increases by 5.1%. Because of the low level of market interest rates and the assumption that market rates contain a 0% floor, the ad hoc scenarios that assume decreasing interest rates do not differ materially from the base case scenario.

At March 31, 2021, we had $19.1 billion of total loans that included $10.7 billion with variable interest rate terms (excluding hybrid loans discussed below). Of the variable interest rate loans, $8.8 billion, or 82%, contained interest rate floor provisions, which included $8.7 billion of loans with "in-the-money" floors, meaning the loan coupon will not adjust down if there are future decreases to the index interest rate. The following table summarizes the estimated balance of loans with "in-the-money" floors for the indicated increases in interest rates:


March 31, 2021
						Total Amount of
						Loans With
Basis Points of						"In-the-Money"
Rate Increases						Loan Floors
(Dollars in millions)
50 bps						$6,272
100 bps						$4,172
150 bps						$2,786
200 bps						$1,035
250 bps						$61

At March 31, 2021, we also had $3.0 billion of variable-rate hybrid loans that do not immediately reprice because the loans contain an initial fixed-rate period before they become variable. The cumulative amounts of hybrid loans that would switch from being fixed-rate to variable-rate because the initial fixed-rate term would expire were approximately $135.0 million, $503.8 million, and $970.0 million in the next one, two, and three years.

LIBOR is expected to be phased out after 2021, as such the Company is assessing the impacts of this transition and exploring alternatives to use in place of LIBOR. The business processes impacted relate primarily to our variable-rate loans and our subordinated debentures, both of which are indexed to LIBOR. For further information, see Item 1A. "Risk Factors" of our Form 10-K.

Market Value of Equity

We measure the impact of market interest rate changes on the net present value of estimated cash flows from our assets, liabilities, and off-balance sheet items, defined as the market value of equity, using our MVE model. This simulation model assesses the changes in the market value of our interest-sensitive financial instruments that would occur in response to an instantaneous and sustained increase in market interest rates of 100, 200, and 300 basis points and sustained decrease in market interest rates of 50 and 100 basis points. This analysis assigns significant value to our noninterest-bearing deposit balances. The projections include various assumptions regarding cash flows and interest rates and are by their nature forward-looking and inherently uncertain.

The MVE model is an interest rate risk management tool and the results are not necessarily an indication of our actual future results. Actual results may vary significantly from the results suggested by the market value of equity table. Loan prepayments and deposit attrition, changes in the mix of our earning assets or funding sources, and future asset/liability management decisions, among others, may vary significantly from our assumptions. The base case is determined by applying various current market discount rates to the estimated cash flows from the different types of assets, liabilities, and off-balance sheet items existing at March 31, 2021.

The following table shows the projected change in the market value of equity for the rate scenarios presented as of the date indicated:


									Ratio of
	Projected		Dollar		Percentage		Percentage		Projected
	Market Value		Change		Change		of Total		Market Value
March 31, 2021	of Equity		From Base		From Base		Assets		to Book Value
	(Dollars in millions)
Interest Rate Scenario:
Up 300 basis points	$	6,882.2	$	882.9	14.7	%	20.9	%	188.3	%
Up 200 basis points	$	6,618.0	$	618.7	10.3	%	20.1	%	181.1	%
Up 100 basis points	$	6,322.8	$	323.4	5.4	%	19.2	%	173.0	%
BASE CASE	$	5,999.4	$	—	—	%	18.3	%	164.2	%
Down 50 basis points	$	5,813.3	$	(186.0)	(3.1)	%	17.7	%	159.1	%
Down 100 basis points	$	5,658.8	$	(340.5)	(5.7)	%	17.2	%	154.9	%

During the first quarter of 2021, total base case projected market value of equity increased by $269.6 million to $6.0 billion. This increase in base case projected MVE was due mostly to: (1) a $153.9 million decrease in the mark-to-market adjustment for total deposits from the higher market interest rates used for the deposit valuation; (2) a $55.3 million increase in the mark-to-market adjustment for loans and leases due to the impact of lower credit spreads used for calculating the valuation; and (3) a $59.2 million increase in the book value of stockholders' equity due mainly to $150.4 million of net earnings, offset partially by a $66.1 million decrease in accumulated other comprehensive income and $29.6 million of cash dividends paid.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried out by the Company's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, these disclosure controls and procedures were effective.

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 12. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements (Unaudited) is incorporated herein by reference.

In addition, in the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon information currently available to us, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2020. See also "Forward-Looking Information" disclosed in Part I, Item 2 of this quarterly report on Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents stock purchases made during the first quarter of 2021:


				Total Number of	Maximum Dollar
				Shares Purchased	Value of Shares
	Total			as Part of	That May Yet
	Number of	Average		Publicly	Be Purchased
	Shares	Price Paid		Announced	Under the
Purchase Dates	Purchased (1)	Per Share		Program (2)	Program (2)
					(In thousands)
January 1 - January 31, 2021	—	$	—	—	$	200,000
February 1 - February 28, 2021	52,655	$	36.24	—	$	—
March 1 - March 31, 2021	—	$	—	—	$	—
Total	52,655	$	36.24	—

__________________________

(1) Includes shares repurchased pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting of Company stock awards, and shares repurchased pursuant to the Company's publicly announced Stock Repurchase Program, described in (2) below.

(2) On February 12, 2020, PacWest's Board authorized a new Stock Repurchase Program to purchase shares of its common stock for an aggregate purchase price not to exceed $200 million, effective February 29, 2020. No shares were repurchased under the new Stock Repurchase Program prior to expiration on February 28, 2021.

ITEM 6. INDEX TO EXHIBITS


Exhibit Number			Description
2.1			Purchase and Assumption Agreement, dated March 31, 2021, between Pacific Western Bank and MUFG Union Bank, N.A. (Exhibit 2.1 to Form 8-K filed on April 1, 2021 and incorporated herein by this reference).*
3.1			Certificate of Incorporation, as amended, of PacWest Bancorp, a Delaware corporation, dated April 22, 2008 (Exhibit 3.1 to Form 8-K filed on May 14, 2008 and incorporated herein by this reference).
3.2			Certificate of Amendment of Certificate of Incorporation of PacWest Bancorp, a Delaware Corporation, dated May 14, 2010 (Exhibit 3.1 to Form 8-K filed on May 14, 2010 and incorporated herein by this reference).
3.3			Second Amended and Restated Bylaws of PacWest Bancorp, a Delaware Corporation, dated October 25, 2019 (Exhibit 3.5 to Form 8-K filed on October 29, 2019 and incorporated herein by this reference).
4.1			Description of Registered Securities (Exhibit 4.2 to Form 10-K filed on February 28, 2020 and incorporated herein by this reference).
10.1			PacWest Bancorp 2017 Stock Incentive Plan, as amended, dated May 15, 2017 (Exhibit 10.1 to Form S-8 filed on May 15, 2017 and incorporated herein by this reference).
10.2			Form of Stock Unit Award Agreement and Grant Notice pursuant to the Company's 2017 Stock Incentive Plan (Exhibit 10.2 to Form 8-K filed on May 18, 2017 and incorporated herein by reference).
10.3			Form of Stock Award Agreement and Grant Notice pursuant to the Company's 2017 Stock Incentive Plan (Exhibit 10.3 to Form 8-K filed on May 18, 2017 and incorporated herein by reference).
10.4			Form of Stock Unit Award Agreement and Grant Notice pursuant to the Company's 2017 Stock Incentive Plan, as amended (Exhibit 10.7 to Form 10-Q filed on August 8, 2019 and incorporated herein by this reference).
10.5			Form of Stock Award Agreement and Grant Notice pursuant to the Company's 2017 Stock Incentive Plan, as amended (Exhibit 10.8 for Form 10-Q filed on August 8, 2019 and incorporated herein by this reference).
10.6			2018 Executive Incentive Plan, as amended and restated February 14, 2018 (Exhibit 10.1 to Form 8-K filed on February 16, 2018 and incorporated herein by this reference).
10.7			Indemnification Agreement applicable to the directors and executive officers of the Company (Exhibit 10.10 to Form 10-K filed on February 28, 2020 and incorporated herein by this reference).
10.8			PacWest Bancorp Change in Control Severance Plan, dated February 12, 2020 (Exhibit 10.1 to Form 8-K filed on February 14, 2020 and incorporated herein by this reference).
31.1			Section 302 Certification of Chief Executive Officer (Filed herewith).
31.2			Section 302 Certification of Chief Financial Officer (Filed herewith).
32.1			Section 906 Certification of Chief Executive Officer (Filed herewith).
32.2			Section 906 Certification of Chief Financial Officer (Filed herewith).


Exhibit Number			Description
101			Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, (ii) the Condensed Consolidated Statements of Earnings (Loss) for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020, (iv) the Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and 2020, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020, and (vi) the Notes to Condensed Consolidated Financial Statements. (Pursuant to Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.) (Filed herewith).
104			Cover page of PacWest Bancorp’s Quarterly Report on Form 10-Q formatted as Inline XBRL and contained in Exhibit 101.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Signatures

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


		PACWEST BANCORP

Date:	May 7, 2021	/s/ Bart R. Olson
		Bart R. Olson
		Chief Financial Officer and Principal Financial Officer