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WESTERN ALLIANCE BANCORPORATION - Quarter Report: 2014 March (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
FORM 10-Q
 
 
(Mark One)
 
 
 
ý
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
For the quarterly period ended March 31, 2014
or
 
 
 
o
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
For the transition period from__________ to __________              
Commission file number: 001-32550 
 
 
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Nevada
 
88-0365922
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
One E. Washington Street Suite 1400, Phoenix, AZ
 
85004
(Address of principal executive offices)
 
(Zip Code)
(602) 389-3500
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Common stock issued and outstanding: 87,588,436 shares as of April 25, 2014.


Table of Contents

INDEX
 
 
 
Page
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 6.
 
 
 
 
 


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Table of Contents

PART I. FINANCIAL INFORMATION
GLOSSARY OF ENTITIES AND TERMS
The acronyms and abbreviations identified below are used in various sections of this Form 10-Q, including the Consolidated Financial Statements and the Notes to Unaudited Consolidated Financial Statements in Item 1 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 2 of this Form 10-Q.
ENTITIES:
AAB
Alliance Association Bank
Parent
WAL Holding Company
ABA
Alliance Bank of Arizona
TPB
Torrey Pines Bank
Company
Western Alliance Bancorporation and Subsidiaries
WAB
Western Alliance Bank
BON
Bank of Nevada
WAEF
Western Alliance Equipment Finance
FIB
First Independent Bank
WAL
Western Alliance Bancorporation
LVSP
Las Vegas Sunset Properties
 
 
TERMS:
AFS
Available-for-Sale
FVO
Fair Value Option
AMT
Alternative Minimum Tax
GAAP
U.S. Generally Accepted Accounting Principles
ALCO
Asset and Liability Management Committee
GSE
Government-Sponsored Enterprise
AOCI
Accumulated Other Comprehensive Income
HTM
Held-to-Maturity
ARPS
Adjustable-Rate Preferred Stock
ICS
Insured Cash Sweep Service
ASC
Accounting Standards Codification
IRC
Internal Revenue Code
ASU
Accounting Standards Update
LIBOR
London Interbank Offered Rate
BOLI
Bank Owned Life Insurance
LIHTC
Low-Income Housing Tax Credit
CDARS
Certificate Deposit Account Registry Service
MBS
Mortgage-Backed Securities
CDO
Collateralized Debt Obligation
NOL
Net Operating Loss
CEO
Chief Executive Officer
NPV
Net Present Value
CFO
Chief Financial Officer
NUBILs
Net Unrealized Built In Losses
CMO
Collateralized Mortgage Obligations
OCI
Other Comprehensive Income
Company
Western Alliance Bancorporation
OREO
Other Real Estate Owned
CRA
Community Reinvestment Act
OTTI
Other-than-Temporary Impairment
CRE
Commercial Real Estate
Parent
WAL Holding Company
FASB
Financial Accounting Standards Board
PCI
Purchased Credit Impaired
FDIC
Federal Deposit Insurance Corporation
SEC
Securities and Exchange Commission
FHLB
Federal Home Loan Bank
TDR
Troubled Debt Restructuring
Form 10-Q
Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2014
TEB
Tax Equivalent Basis
FRB
Federal Reserve Bank
XBRL
eXtensible Business Reporting Language

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Table of Contents


Item 1.
Financial Statements.

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2014
 
December 31, 2013
 
 
(Unaudited)
 
 
 
 
(in thousands, except per share amounts)
Assets:
 
 
 
 
Cash and due from banks
 
$
161,302

 
$
134,906

Securities purchased under agreement to resell
 
111,085

 

Interest-bearing deposits in other financial institutions
 
193,538

 
170,608

Cash and cash equivalents
 
465,925

 
305,514

Money market investments
 
851

 
2,632

Investment securities—measured at fair value
 
2,943

 
3,036

Investment securities—AFS, at fair value; amortized cost of $1,384,219 at March 31, 2014 and $1,404,048 at December 31, 2013
 
1,366,433

 
1,370,696

Investment securities—HTM, at amortized cost; fair value of $281,483 at March 31, 2014 and $281,704 at December 31, 2013
 
275,738

 
283,006

Investments in restricted stock, at cost
 
25,275

 
30,186

Loans, net of deferred loan fees and costs
 
7,108,599

 
6,801,415

Less: allowance for credit losses
 
(103,899
)
 
(100,050
)
Total loans
 
7,004,700

 
6,701,365

Premises and equipment, net
 
106,579

 
105,565

Other assets acquired through foreclosure, net
 
56,450

 
66,719

Bank owned life insurance
 
141,511

 
140,562

Goodwill
 
23,224

 
23,224

Other intangible assets, net
 
3,553

 
4,150

Deferred tax assets, net
 
78,322

 
80,688

Prepaid expenses
 
4,660

 
4,778

Other assets
 
190,460

 
185,221

Total assets
 
$
9,746,624

 
$
9,307,342

Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Non-interest-bearing demand
 
$
2,093,604

 
$
2,199,983

Interest-bearing
 
6,055,369

 
5,638,222

Total deposits
 
8,148,973

 
7,838,205

Customer repurchase agreements
 
57,407

 
71,192

Securities sold short
 
109,793

 

Other borrowings
 
342,816

 
341,096

Junior subordinated debt, at fair value
 
42,836

 
41,858

Other liabilities
 
149,994

 
159,493

Total liabilities
 
8,851,819

 
8,451,844

Commitments and contingencies (Note 6)
 

 

Stockholders’ equity:
 
 
 
 
Preferred stock - par value $0.0001 and liquidation value per share of $1,000; 20,000,000 authorized; 141,000 shares issued and outstanding at March 31, 2014 and December 31, 2013
 
141,000

 
141,000

Common stock - par value $0.0001; 200,000,000 authorized; 87,553,976 shares issued and outstanding at March 31, 2014 and 87,186,403 at December 31, 2013
 
9

 
9

Additional paid in capital
 
795,306

 
797,146

Accumulated deficit
 
(30,379
)
 
(61,111
)
Accumulated other comprehensive loss
 
(11,131
)
 
(21,546
)
Total stockholders’ equity
 
894,805

 
855,498

Total liabilities and stockholders’ equity
 
$
9,746,624

 
$
9,307,342

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands, except per share amounts)
Interest income:
 
 
 
 
Loans, including fees
 
$
86,804

 
$
74,725

Investment securities
 
10,226

 
6,961

Dividends
 
1,099

 
1,197

Other
 
572

 
225

Total interest income
 
98,701

 
83,108

Interest expense:
 
 
 
 
Deposits
 
4,665

 
3,732

Other borrowings
 
2,819

 
2,672

Junior subordinated debt
 
421

 
466

Customer repurchase agreements
 
19

 
35

Total interest expense
 
7,924

 
6,905

Net interest income
 
90,777

 
76,203

Provision for credit losses
 
3,500

 
5,439

Net interest income after provision for credit losses
 
87,277

 
70,764

Non-interest income:
 
 
 
 
Service charges and fees
 
2,530

 
2,534

Income from bank owned life insurance
 
949

 
1,036

Gain on sales of investment securities, net
 
366

 
147

Unrealized losses on assets / liabilities measured at fair value, net
 
(1,276
)
 
(471
)
Other fee revenue
 
1,108

 
957

Other income
 
1,158

 
596

Total non-interest income
 
4,835

 
4,799

Non-interest expense:
 
 
 
 
Salaries and employee benefits
 
29,555

 
26,574

Occupancy
 
4,682

 
4,846

Legal, professional and directors’ fees
 
3,639

 
3,023

Data processing
 
2,674

 
1,865

Insurance
 
2,393

 
2,370

Loan and repossessed asset expenses
 
1,234

 
1,596

Customer service
 
620

 
643

Marketing
 
559

 
667

Net (gain) loss on sales / valuations of repossessed and other assets
 
(2,547
)
 
519

Intangible amortization
 
597

 
597

Merger / restructure expenses
 
157

 
195

Other expense
 
6,186

 
4,034

Total non-interest expense
 
49,749

 
46,929

Income from continuing operations before provision for income taxes
 
42,363

 
28,634

Income tax expense
 
10,624

 
7,787

Income from continuing operations
 
31,739

 
20,847

(Loss) gain from discontinued operations, net of tax
 
(654
)
 
38

Net income
 
31,085

 
20,885

Dividends on preferred stock
 
353

 
353

Net income available to common shareholders
 
$
30,732

 
$
20,532


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Table of Contents

 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands, except per share amounts)
Earnings per share from continuing operations:
 
 
 
 
Basic
 
$
0.36

 
$
0.24

Diluted
 
0.36

 
0.24

Loss per share from discontinued operations:
 
 
 
 
Basic
 
(0.01
)
 

Diluted
 
(0.01
)
 

Earnings per share applicable to common shareholders:
 
 
 
 
Basic
 
0.35

 
0.24

Diluted
 
0.35

 
0.24

Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
86,256

 
85,324

Diluted
 
87,123

 
85,980

Dividends declared per common share
 
$

 
$

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Net income
 
$
31,085

 
$
20,885

Other comprehensive income (loss), net:
 

 

Unrealized gain (loss) on AFS securities, net of tax effect of $(6,365) and $459, respectively
 
10,644

 
(890
)
Unrealized loss on cash flow hedge, net of tax effect of $0 and $18, respectively
 

 
(34
)
Realized gain on sale of AFS securities included in income, net of tax effect of $137 and $50, respectively
 
(229
)
 
(97
)
Net other comprehensive income (loss)
 
10,415

 
(1,021
)
Comprehensive income
 
$
41,500

 
$
19,864

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
 
 
 
Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Accumulated Deficit
 
Total Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
December 31, 2012 (1)
 
141

 
$
141,000

 
86,465

 
$
9

 
$
784,852

 
$
8,226

 
$
(174,666
)
 
$
759,421

Net income
 

 

 

 

 

 

 
20,885

 
20,885

Exercise of stock options
 

 

 
156

 

 
1,118

 

 

 
1,118

Stock-based compensation
 

 

 
59

 

 
803

 

 

 
803

Restricted stock grants, net
 

 

 
399

 

 
168

 

 

 
168

Other
 

 

 

 

 
 
 

 

 

Dividends on preferred stock
 

 

 

 

 

 

 
(353
)
 
(353
)
Other comprehensive income, net
 

 

 

 

 

 
(1,021
)
 

 
(1,021
)
Balance, March 31, 2013
 
141

 
$
141,000

 
87,079

 
$
9

 
$
786,941

 
$
7,205

 
$
(154,134
)
 
$
781,021

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
141

 
$
141,000

 
87,186

 
$
9

 
$
797,146

 
$
(21,546
)
 
$
(61,111
)
 
$
855,498

Net income
 

 

 

 

 

 

 
31,085

 
31,085

Exercise of stock options
 

 

 
64

 

 
703

 

 

 
703

Stock-based compensation
 

 

 
37

 

 
854

 

 

 
854

Restricted stock grants, net
 

 

 
267

 

 
(3,397
)
 

 

 
(3,397
)
Dividends on preferred stock
 

 

 

 

 

 

 
(353
)
 
(353
)
Other comprehensive income, net
 

 

 

 

 

 
10,415

 

 
10,415

Balance, March 31, 2014
 
141

 
$
141,000

 
87,554

 
$
9

 
$
795,306

 
$
(11,131
)
 
$
(30,379
)
 
$
894,805


(1)
As adjusted, see "Note 10. Income Taxes" to the Unaudited Consolidated Financial Statements.
See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
31,085

 
$
20,885

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Provision for credit losses
 
3,500

 
5,439

Depreciation and amortization
 
2,044

 
2,153

Stock-based compensation
 
332

 
971

Deferred income taxes and income taxes receivable
 
(1,696
)
 
(1,754
)
Net amortization of discounts and premiums for investment securities
 
2,050

 
2,577

Accretion and amortization of fair market value adjustments due to acquisitions
 
(3,305
)
 
(3,288
)
Income from bank owned life insurance
 
(949
)
 
(1,036
)
(Gains) / losses on:
 
 
 
 
Sales of securities, AFS
 
(366
)
 
(147
)
Other assets acquired through foreclosure, net
 
(1,168
)
 
(455
)
Valuation adjustments of other repossessed assets, net
 
35

 
1,017

Sale of premises and equipment and other assets, net
 
(1,411
)
 
(43
)
Changes in:
 
 
 
 
Other assets
 
3,191

 
18,475

Other liabilities
 
5,359

 
828

Fair value of assets and liabilities measured at fair value
 
1,276

 
471

Net cash provided by operating activities
 
39,977

 
46,093

Cash flows from investing activities:
 
 
 
 
Investment securities - measured at fair value
 
 
 
 
Principal pay downs and maturities
 
112

 
279

Investment securities - AFS
 
 
 
 
Purchases
 
(24,082
)
 
(124,909
)
Principal pay downs and maturities
 
38,332

 
51,196

Proceeds from sales
 
4,196

 
4,072

Investment securities - HTM
 
 
 
 
Principal pay downs and maturities
 
6,600

 

Purchase of investment tax credits
 
(10,529
)
 
(5,084
)
Sale / (purchase) of money market investments, net
 
1,781

 
(132
)
Liquidation of restricted stock
 
4,911

 
1,169

Loan fundings and principal collections, net
 
(322,640
)
 
(124,390
)
Sale and purchase of premises and equipment, net
 
(1,103
)
 
(761
)
Proceeds from sale of other real estate owned and repossessed assets, net
 
13,512

 
5,343

Net cash used in investing activities
 
(288,910
)
 
(193,217
)

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Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Cash flows from financing activities:
 
 
 
 
Net increase in deposits
 
310,939

 
279,737

Net increase in borrowings
 
98,055

 
218,272

Proceeds from exercise of common stock options
 
703

 
1,118

Cash dividends paid on preferred stock
 
(353
)
 
(353
)
Net cash provided by financing activities
 
409,344

 
498,774

Net increase in cash and cash equivalents
 
160,411

 
351,650

Cash and cash equivalents at beginning of year
 
305,514

 
204,625

Cash and cash equivalents at end of period
 
$
465,925

 
$
556,275

Supplemental disclosure:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest
 
$
5,916

 
$
7,132

Income taxes
 
2,501

 
1,450

Non-cash investing and financing activity:
 
 
 
 
Transfers to other assets acquired through foreclosure, net
 
2,110

 
6,609

Unfunded commitments to purchase investment tax credits
 
12,298

 
46,582

Change in unrealized gain (loss) on AFS securities, net of tax
 
10,415

 
(1,021
)
Change in unrealized loss on cash flow hedge, net of tax
 

 
(34
)
Change in unfunded obligations
 
16,625

 
35,451

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operation
WAL, incorporated under the laws of the state of Nevada, is a bank holding company providing full service banking and related services to locally owned businesses, professional firms, real estate developers and investors, local non-profit organizations, high net worth individuals and other consumers through its wholly-owned subsidiary bank: WAB, doing business as ABA in Arizona, as FIB in Northern Nevada, as AAB throughout the U.S., as BON in Southern Nevada, and as TPB in California. In addition, the Company has two non-bank subsidiaries, WAEF, which offers equipment finance services nationwide, and LVSP, which holds and manages certain non-performing loans and OREO.
Basis of presentation
The accounting and reporting policies of the Company are in accordance with GAAP and conform to practices within the financial services industry. The accounts of the Company and its consolidated subsidiaries are included in the unaudited Consolidated Financial Statements.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses; estimated cash flows related to PCI loans; fair value determinations related to acquisitions; and determination of the valuation allowance related to deferred tax assets. Although management believes these estimates to be reasonably accurate, actual amounts may differ. In the opinion of management, all adjustments considered necessary have been reflected in the unaudited Consolidated Financial Statements during their preparation.
Principles of consolidation
On December 31, 2013, the Company consolidated its three bank subsidiaries under one bank charter, WAB. As the subsidiary bank mergers did not meet the definition of a business combination under the guidance of FASB ASC 805, Business Combinations, the entities were combined in a method similar to a pooling of interests.
WAL has nine wholly-owned subsidiaries: WAB, WAEF, LVSP and six unconsolidated subsidiaries used as business trusts in connection with issuance of trust-preferred securities.
WAB has the following wholly-owned subsidiaries: WAB Investments, Inc., BON Investments, Inc., and TPB Investments, Inc., which hold certain investment securities, municipal loans and leases; BW Real Estate, Inc., which operates as a real estate investment trust and holds certain of WAB's real estate loans and related securities; and BW Nevada Holdings, LLC, which owns the Company’s 2700 West Sahara Avenue, Las Vegas, Nevada office building.
The Company does not have any other significant entities that should be considered for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts in the consolidated financial statements as of December 31, 2013 and for the three months ended March 31, 2013 have been reclassified to conform to the current presentation. The reclassifications have no effect on net income or stockholders’ equity as previously reported.

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Interim financial information
The accompanying unaudited Consolidated Financial Statements as of and for the three months ended March 31, 2014 and 2013 have been prepared in condensed format and, therefore, do not include all of the information and footnotes required by GAAP for complete financial statements. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied to the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.
The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal, recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year. The interim financial information should be read in conjunction with the Company's audited Consolidated Financial Statements.
Investment securities
Investment securities may be classified as HTM, AFS or trading. The appropriate classification is initially decided at the time of purchase. Securities classified as HTM are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or general economic conditions. These securities are carried at amortized cost. The sale of a security within three months of its maturity date or after the majority of the principal outstanding has been collected is considered a maturity for purposes of classification and disclosure.
Securities classified as AFS or trading are reported as an asset on the Consolidated Balance Sheets at their estimated fair value. As the fair value of AFS securities changes, the changes are reported net of income tax as an element of OCI, except for impaired securities. When AFS securities are sold, the unrealized gain or loss is reclassified from OCI to non-interest income. The changes in the fair values of trading securities are reported in non-interest income. Securities classified as AFS are both equity and debt securities the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations.
Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security using the interest method. For mortgage-backed securities, estimates of prepayments are considered in the constant yield calculations.
In estimating whether there are any OTTI losses, management considers the 1) length of time and the extent to which the fair value has been less than amortized cost; 2) financial condition and near term prospects of the issuer; 3) impact of changes in market interest rates; and 4) intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value and it is not more likely than not the Company would be required to sell the security.
Declines in the fair value of individual debt securities AFS that are deemed to be other than temporary are reflected in earnings when identified. The fair value of the debt security then becomes the new cost basis. For individual debt securities where the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the other than temporary decline in fair value of the debt security related to 1) credit loss is recognized in earnings; and 2) market or other factors is recognized in other comprehensive income or loss. Credit loss is recorded if the present value of cash flows is less than amortized cost.
For individual debt securities where the Company intends to sell the security or more likely than not will not recover all of its amortized cost, the OTTI is recognized in earnings equal to the entire difference between the securities cost basis and its fair value at the balance sheet date. For individual debt securities for which a credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized on a cash basis.
Loans, interest and fees from loans
The Company generally holds loans for investment and has the intent and ability to hold loans until their maturity. Therefore, they are reported at book value. Net loans are stated at the amount of unpaid principal, reduced by unearned loan fees and allowance for credit losses. Purchased loans are recorded at estimated fair value on the date of purchase.
The Company may acquire loans through a business combination or in a purchase for which differences may exist between the contractual cash flows and the cash flows expected to be collected due, at least in part, to credit quality. Loans are evaluated individually to determine if there is credit deterioration since origination. Such loans may then be aggregated and accounted for

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as a pool of loans based on common characteristics. When the Company acquires such loans, the yield that may be accreted (accretable yield) is limited to the excess of the Company’s estimate of undiscounted cash flows expected to be collected over the Company’s initial investment in the loan. The excess of contractual cash flows over the cash flows expected to be collected may not be recognized as an adjustment to yield, loss, or a valuation allowance. Subsequent increases in cash flows expected to be collected generally are recognized prospectively through adjustment of the loan’s yield over the remaining life. Subsequent decreases to cash flows expected to be collected are recognized as impairment. The Company may not “carry over” or create a valuation allowance in the initial accounting for loans acquired under these circumstances. For additional information, see "Note 3. Loans, Leases and Allowance for Credit Losses" of these Notes to Unaudited Consolidated Financial Statements.
Interest income on loans is accrued daily using the effective interest method and recognized over the terms of the loans. Loan fees collected for the origination of loans less direct loan origination costs (net deferred loan fees) are amortized over the contractual life of the loan through interest income. If the loan has scheduled payments, the amortization of the net deferred loan fee is calculated using the interest method over the contractual life of the loan. If the loan does not have scheduled payments, such as a line of credit, the net deferred loan fee is recognized as interest income on a straight-line basis over the contractual life of the loan commitment. Commitment fees based on a percentage of a customer’s unused line of credit and fees related to standby letters of credit are recognized over the commitment period.
When loans are repaid, any remaining unamortized balances of unearned fees, deferred fees and costs and premiums and discounts paid on purchased loans are accounted for though interest income.
Nonaccrual loans: For all loan types except credit cards, when a borrower discontinues making payments as contractually required by the note, the Company must determine whether it is appropriate to continue to accrue interest. Generally, the Company places loans in a nonaccrual status and ceases recognizing interest income when the loan has become delinquent by more than 90 days or when management determines that the full repayment of principal and collection of interest is unlikely. The Company may decide to continue to accrue interest on certain loans more than 90 days delinquent if they are well secured by collateral and in the process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days delinquent.
For all loan types, when a loan is placed on nonaccrual status, all interest accrued but uncollected is reversed against interest income in the period in which the status is changed. Subsequent payments received from the customer are applied to principal and no further interest income is recognized until the principal has been paid in full or until circumstances have changed such that payments are again consistently received as contractually required. The Company occasionally recognizes income on a cash basis for non-accrual loans in which the collection of the remaining principal balance is not in doubt.
Impaired loans: A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the original loan agreement. Generally, impaired loans are classified as nonaccrual. However, in certain instances, impaired loans may continue on an accrual basis, such as loans classified as impaired due to doubt regarding collectability according to contractual terms, that are both fully secured by collateral and are current in their interest and principal payments. Impaired loans are measured for reserve requirements in accordance with FASB ASC 310, Receivables, based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral less applicable disposition costs if the loan is collateral dependent. The amount of an impairment reserve, if any, and any subsequent changes are charged against the allowance for credit losses. In addition to our own internal loan review process, the FDIC may from time to time direct the Company to modify loan grades, loan impairment calculations or loan impairment methodology.
Troubled Debt Restructured Loans: A TDR loan is a loan on which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, extensions, deferrals, renewals and rewrites. A TDR loan is also considered impaired. Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a TDR in years subsequent to the restructuring if it is performing based on the terms specified by the restructuring agreement.

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Allowance for credit losses
Credit risk is inherent in the business of extending loans and leases to borrowers. Like other financial institutions, the Company must maintain an adequate allowance for credit losses. The allowance for credit losses is established through a provision for credit losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the contractual principal or interest will not be collected. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount believed adequate to absorb estimated probable losses on existing loans that may become uncollectable, based on evaluation of the collectability of loans and prior credit loss experience, together with other factors. The Company formally re-evaluates and establishes the appropriate level of the allowance for credit losses on a quarterly basis.
The Company’s allowance for credit loss methodology incorporates several quantitative and qualitative risk factors used to establish the appropriate allowance for credit losses at each reporting date. Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in the level of nonperforming loans and other factors. Qualitative factors include the economic condition of our operating markets and the state of certain industries. Specific changes in the risk factors are based on actual loss experience, as well as perceived risk of similar groups of loans classified by collateral type, purpose and term. An internal five-year loss history is also incorporated into the allowance calculation model. Due to the credit concentration of our loan portfolio in real estate secured loans, the value of collateral is heavily dependent on real estate values in Nevada, Arizona and California, which, in some cases, have declined substantially from their peak. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. In addition, the FDIC and state bank regulatory agency, as an integral part of their examination processes, periodically review the bank's allowances for credit losses, and may require us to make additions to our allowance based on their judgment about information available to them at the time of their examination. Management regularly reviews the assumptions and formulae used in determining the allowance and makes adjustments if required to reflect the current risk profile of the portfolio.
The allowance consists of specific and general components. The specific allowance relates to impaired loans. In general, impaired loans include those where interest recognition has been suspended, loans that are more than 90 days delinquent but because of adequate collateral coverage, income continues to be recognized, and other criticized and classified loans not paying substantially according to the original contract terms. For such loans, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan are lower than the carrying value of that loan, pursuant to FASB ASC 310, Receivables. Loans not collateral dependent are evaluated based on the expected future cash flows discounted at the original contractual interest rate. The amount to which the present value falls short of the current loan obligation will be set up as a reserve for that account or charged-off.
The Company uses an appraised value method to determine the need for a reserve on impaired, collateral dependent loans and further discounts the appraisal for disposition costs. Generally, the Company obtains independent collateral valuation analysis for each loan every twelve months.
The general allowance covers all non-impaired loans and is based on historical loss experience adjusted for the various qualitative and quantitative factors listed above.
Off-balance sheet instruments
In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the consolidated balance sheets. Losses would be experienced when the Company is contractually obligated to make a payment under these instruments and must seek repayment from the borrower, which may not be as financially sound in the current period as they were when the commitment was originally made. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.
As with outstanding loans, the Company applies qualitative factors and utilization rates to its off-balance sheet obligations in determining an estimate of losses inherent in these contractual obligations. The estimate for credit losses on off-balance sheet

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instruments is included within other liabilities and the charge to income that establishes this liability is included in non-interest expense.
Other assets acquired through foreclosure
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure. Properties or other assets (primarily repossessed assets formerly leased) are classified as OREO and other repossessed property and are initially reported at fair value of the asset less estimated selling costs. Subsequent adjustments are based on the lower of carrying value or fair value, less estimated costs to sell the property. Costs related to the development or improvement of the assets are capitalized and costs related to holding the assets are charged to non-interest expense. Property is evaluated regularly to ensure the recorded amount is supported by its current fair value and valuation allowances.
Business combinations
Business combinations are accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Under the acquisition method the acquiring entity in a business combination recognizes all of the acquired assets and assumed liabilities at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including identified intangible assets, exceeds the purchase price, a bargain purchase gain is recognized. Assets acquired and liabilities assumed from contingencies must also be recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the statement of earnings from the date of acquisition. Acquisition-related costs, including conversion and restructuring charges, are expensed as incurred.
Derivative financial instruments
The Company uses interest-rate swaps to mitigate interest-rate risk associated with changes to 1) the fair value of certain fixed-rate financial instruments (fair value hedges) and 2) certain cash flows related to future interest payments on variable rate financial instruments (cash flow hedges).
The Company recognizes derivatives as assets or liabilities in the Consolidated Balance Sheets at their fair value in accordance with FASB ASC 815, Derivatives and Hedging. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. On the date the derivative contract is entered into, the Company designates the derivative as a fair value hedge or cash flow hedge. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
For a fair value hedge, the change in the fair value of the derivative instrument is recognized in non-interest income in the Consolidated Income Statement. For a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in non-interest income in the Consolidated Income Statement. Under both the fair value and cash flow hedge scenarios, changes in the fair value of derivatives not considered to be highly effective in hedging the change in fair value or the expected cash flows of the hedged item are recognized in earnings as non-interest income during the period of the change.
The Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction at the time the derivative contract is executed. Both at inception and at least quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in the guidance) in offsetting changes in either the fair value or cash flows of the hedged item. Retroactive effectiveness is assessed, as well as the continued expectation that the hedge will remain effective prospectively. The Company discontinues hedge accounting prospectively when it is determined that a hedge is no longer highly effective. When hedge accounting is discontinued on a fair value hedge that no longer qualifies as an effective hedge, the derivative continues to be reported at fair value on the Consolidated Balance Sheets, but the carrying amount of the hedged item is no longer adjusted for future changes in fair value. The adjustment to the carrying amount of the hedged item that existed at the date hedge accounting is discontinued is amortized over the remaining life of the hedged item into earnings.
Derivative instruments that are not designated as hedges per the accounting guidance are reported in the Consolidated Balance Sheets at fair value and the changes in fair value are recognized in earnings as non-interest income during the period of change.

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The Company occasionally purchases a financial instrument or originates a loan that contains an embedded derivative instrument. Upon purchasing the instrument or originating the loan, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that 1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and 2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value. However, in cases where 1) the host contract is measured at fair value, with changes in fair value reported in current earnings, or 2) the Company is unable to reliably identify and measure an embedded derivative for separation from its host contract, the entire contract is carried on the Consolidated Balance Sheet at fair value and is not designated as a hedging instrument.
Income taxes
The Company and its subsidiaries, other than BW Real Estate, Inc., file a consolidated federal tax return. Due to tax regulations, several items of income and expense are recognized in different periods for tax return purposes than for financial reporting purposes. These items represent temporary differences. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and tax credit carryovers and deferred tax liabilities are recognized for taxable temporary differences. A temporary difference is the difference between the reported amount of an asset or liability and its tax basis. A deferred tax asset is reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
Fair values of financial instruments
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities. ASC 820 establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The Company uses various valuation approaches, including market, income and/or cost approaches. FASB ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would consider in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs, as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, prepayment speeds, volatilities, etc.) or model-based valuation techniques where all significant assumptions are observable, either directly or indirectly, in the market.
Level 3 - Valuation is generated from model-based techniques where one or more significant inputs are not observable, either directly or indirectly, in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include use of matrix pricing, discounted cash flow models and similar techniques.
The availability of observable inputs varies based on the nature of the specific financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability, rather than an entity-specific measure. When market assumptions are available, FASB ASC 820 requires the Company

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to make assumptions regarding the assumptions that market participants would use to estimate the fair value of the financial instrument at the measurement date.
FASB ASC 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at March 31, 2014 and December 31, 2013. The estimated fair value amounts for March 31, 2014 and December 31, 2013 have been measured as of period-end, and have not been reevaluated or updated for purposes of these Consolidated Financial Statements subsequent to those dates. As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at the period-end.
The information in "Note 11. Fair Value Accounting" in these Notes to Unaudited Consolidated Financial Statements should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.
Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other companies or banks may not be meaningful.
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash and cash equivalents
The carrying amounts reported in the Consolidated Balance Sheets for cash and due from banks approximate their fair value.
Money market and certificates of deposit investments
The carrying amounts reported in the Consolidated Balance Sheets for money market investments approximate their fair value.
Investment securities
The fair values of U.S. Treasuries, corporate debt securities, mutual funds, and exchange-listed preferred stock are based on quoted market prices and are categorized as Level 1 in the fair value hierarchy.
The fair values of other investment securities were determined based on matrix pricing. Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings and prepayment speeds. Fair values determined using matrix pricing are generally categorized as Level 2 in the fair value hierarchy.
The Company owns certain CDOs for which quoted prices are not available. Quoted prices for similar assets are also not available for these investment securities. In order to determine the fair value of these securities, the Company has estimated the future cash flows and discount rate using third party quotes adjusted based on assumptions regarding the adjustments a market participant would assume necessary for each specific security. As a result of the lack of an active market, the resulting fair values have been categorized as Level 3 in the fair value hierarchy.
Restricted stock
WAB is a member of the FHLB system and maintains an investment in capital stock of the FHLB. WAB also maintains an investment in its primary correspondent bank. These investments are carried at cost since no ready market exists for them, and they have no quoted market value. The Company conducts a periodic review and evaluation of its FHLB stock to determine if any impairment exists. The fair values have been categorized as Level 2 in the fair value hierarchy.
Loans
Fair value for loans is estimated based on discounted cash flows using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality with adjustments that the Company believes a market participant would consider in determining fair value based on a third party independent valuation. As a result, the fair value for certain loans disclosed in "Note 11. Fair Value Accounting" of these Notes to Unaudited Consolidated Financial Statements is categorized as Level 2 in the fair value hierarchy, excluding impaired loans that are categorized as Level 3.

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Accrued interest receivable and payable
The carrying amounts reported in the Consolidated Balance Sheets for accrued interest receivable and payable approximate their fair value. Accrued interest receivable and payable fair value measurements are classified as Level 3 in the fair value hierarchy.
Derivative financial instruments
All derivatives are recognized in the Consolidated Balance Sheets at their fair value. The fair value for derivatives is determined based on market prices, broker-dealer quotations on similar products or other related input parameters. As a result, the fair values have been categorized as Level 2 in the fair value hierarchy.
Deposits
The fair value disclosed for demand and savings deposits is by definition equal to the amount payable on demand at their reporting date (that is, their carrying amount), which the Company believes a market participant would consider in determining fair value. The carrying amount for variable-rate deposit accounts approximates their fair value. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on these deposits. The fair value measurement of the deposit liabilities disclosed in "Note 11. Fair Value Accounting" of these Notes to Unaudited Consolidated Financial Statements is categorized as Level 2 in the fair value hierarchy.
Federal Home Loan Bank advances and other borrowings
The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the market rates for similar types of borrowing arrangements. The FHLB advances have been categorized as Level 2 in the fair value hierarchy due to their short durations. The other borrowings have been categorized as Level 3 in the fair value hierarchy.
Junior subordinated debt
Junior subordinated debt and subordinated debt are valued by comparing interest rates and spreads to an index relative to the ten year treasury rate and discounting the contractual cash flows on the Company's debt using these market rates. The junior subordinated debt has been categorized as Level 3 in the fair value hierarchy.
Off-balance sheet instruments
Fair values for the Company’s off-balance sheet instruments (lending commitments and standby letters of credit) are based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.
Recent accounting pronouncements
In February 2013, the FASB issued guidance within ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The amendments in ASU 2013-04 to Topic 405, Liabilities, provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the Update is fixed at the reporting date, except for obligations addressed with existing GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation, as well as other information about those obligations. The amendment is effective retrospectively for reporting periods beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In July 2013, the FASB issued guidance within ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 to Topic 740, Income Taxes, provide guidance on the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In January 2014, the FASB issued guidance within ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. The amendments in ASU 2014-01 to Topic 323, Equity Investments and Joint Ventures, provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable

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housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for fiscal years, and interim periods within those years, beginning after December 31, 2014 and should be applied retrospectively to all periods presented, with early adoption permitted. All of the Company's LIHTC investments are within the scope of this guidance and the Company has adopted this amended guidance beginning on January 1, 2014. As a result, prior period financial information has been adjusted to conform to the amended guidance. See "Note 10. Income Taxes" for the impact that adoption had on the Company's financial condition and results of operations as well as additional disclosures required under these amendments. The adoption of this amended guidance did not have a significant impact on the Company's cash flows.
In January 2014, the FASB issued guidance within ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The objective of the amendments in ASU 2014-04 to Topic 310, Receivables - Troubled Debt Restructurings by Creditors, is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 31, 2014. An entity can elect to adopt the amendments using either a modified retrospective transition method or a prospective transition method. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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2. INVESTMENT SECURITIES
Carrying amounts and fair values of investment securities at March 31, 2014 and December 31, 2013 are summarized as follows: 
 
 
March 31, 2014
Held-to-maturity
 
Amortized
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized (Losses)
 
Fair
Value
 
 
(in thousands)
Collateralized debt obligations
 
$
50

 
$
4,869

 
$

 
$
4,919

Corporate debt securities
 
97,776

 
821

 
(3,156
)
 
95,441

Municipal obligations
 
177,912

 
4,490

 
(1,279
)
 
181,123

Total HTM securities
 
$
275,738

 
$
10,180

 
$
(4,435
)
 
$
281,483

Available-for-sale
 
Amortized
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized (Losses)
 
Fair
Value
 
 
(in thousands)
U.S. Government-sponsored agency securities
 
$
59,112

 
$

 
$
(1,440
)
 
$
57,672

Municipal obligations
 
121,242

 
1,048

 
(3,412
)
 
118,878

Preferred stock
 
75,902

 
1,313

 
(3,268
)
 
73,947

Mutual funds
 
37,422

 
256

 
(435
)
 
37,243

Residential MBS issued by GSEs
 
989,705

 
5,799

 
(8,097
)
 
987,407

Commercial MBS issued by GSEs
 
2,088

 

 
(54
)
 
2,034

Private label residential MBS
 
37,611

 
30

 
(2,026
)
 
35,615

Private label commercial MBS
 
5,225

 
187

 

 
5,412

Trust preferred securities
 
32,000

 

 
(7,272
)
 
24,728

CRA investments
 
23,912

 

 
(415
)
 
23,497

Total AFS securities
 
$
1,384,219

 
$
8,633

 
$
(26,419
)
 
$
1,366,433

 
 
 
 
 
 
 
 
 
Securities measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
 
 
 
 
$
2,460

Private label residential MBS
 
 
 
 
 
483

Total securities measured at fair value
 
 
 
 
 
 
 
$
2,943

 

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December 31, 2013
Held-to-maturity
 
Amortized
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized (Losses)
 
Fair
Value
 
 
(in thousands)
Collateralized debt obligations
 
$
50

 
$
1,346

 
$

 
$
1,396

Corporate debt securities
 
97,777

 
775

 
(3,826
)
 
94,726

Municipal obligations
 
183,579

 
2,773

 
(2,370
)
 
183,982

CRA investments
 
1,600

 

 

 
1,600

Total HTM securities
 
$
283,006

 
$
4,894

 
$
(6,196
)
 
$
281,704

Available-for-sale
 
Amortized
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized (Losses)
 
Fair
Value
 
 
(in thousands)
U.S. Government-sponsored agency securities
 
$
49,110

 
$

 
$
(2,135
)
 
$
46,975

Municipal obligations
 
121,671

 
316

 
(6,322
)
 
115,665

Preferred stock
 
68,110

 
853

 
(7,479
)
 
61,484

Mutual funds
 
37,423

 
93

 
(984
)
 
36,532

Residential MBS issued by GSEs
 
1,028,402

 
5,567

 
(12,548
)
 
1,021,421

Private label residential MBS
 
38,250

 

 
(2,151
)
 
36,099

Private label commercial MBS
 
5,252

 
181

 

 
5,433

Trust preferred securities
 
32,000

 

 
(8,195
)
 
23,805

CRA investments
 
23,830

 

 
(548
)
 
23,282

Total AFS securities
 
$
1,404,048

 
$
7,010

 
$
(40,362
)
 
$
1,370,696

 
 
 
 
 
 
 
 
 
Securities measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
 
 
 
$
3,036

For additional information on the fair value changes of the securities measured at fair value, see the trading securities table in "Note 11. Fair Value Accounting" of these Notes to Unaudited Consolidated Financial Statements.
The Company conducts an OTTI analysis on a quarterly basis. The initial indication of OTTI for both debt and equity securities is a decline in the market value below the amount recorded for an investment, taking into account the severity and duration of the decline. Another potential indication of OTTI is a downgrade below investment grade. In determining whether an impairment is OTTI, the Company considers the length of time and the extent to which the market value has been below cost, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions of its industry, and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. For marketable equity securities, the Company also considers the issuer’s financial condition, capital strength and near-term prospects.
For debt securities and for ARPS that are treated as debt securities for the purpose of OTTI analysis, the Company also considers the cause of the price decline (general level of interest rates and industry and issuer specific factors), the issuer’s financial condition, near-term prospects and current ability to make future payments in a timely manner, the issuer’s ability to service debt, and any change in agencies’ ratings at evaluation date from acquisition date and any likely imminent action. For ARPS with a fair value below cost that is not attributable to the credit deterioration of the issuer, such as a decline in cash flows from the security or a downgrade in the security’s rating below investment grade, the Company does not recognize an OTTI charge where it is able to assert that it has the intent and ability to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value.
The Company has reviewed securities on which there is an unrealized loss in accordance with its accounting policy for OTTI described above and determined that there were no impairment charges for the three months ended March 31, 2014 and 2013.
The Company does not consider any securities to be other-than-temporarily impaired as of March 31, 2014 and December 31, 2013. No assurance can be made that additional OTTI will not occur in future periods.

21

Table of Contents

Information pertaining to securities with gross unrealized losses at March 31, 2014 and December 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows: 
 
 
March 31, 2014
 
 
Less Than Twelve Months
 
More Than Twelve Months
 
Total
 
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
 
(in thousands)
Held-to-maturity
 
 
Corporate debt securities
 
$

 
$

 
$
3,156

 
$
71,844

 
$
3,156

 
$
71,844

Municipal obligations
 
480

 
17,233

 
799

 
8,486

 
1,279

 
25,719

Total HTM securities
 
$
480

 
$
17,233

 
$
3,955

 
$
80,330

 
$
4,435

 
$
97,563

 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored agency securities
 
$
298

 
$
40,117

 
$
1,142

 
$
17,555

 
$
1,440

 
$
57,672

Preferred stock
 
3,268

 
36,712

 

 

 
3,268

 
36,712

Mutual funds
 
435

 
25,648

 

 

 
435

 
25,648

Residential MBS issued by GSEs
 
7,247

 
489,288

 
850

 
13,788

 
8,097

 
503,076

Commercial MBS issued by GSEs
 
54

 
2,034

 

 

 
54

 
2,034

Municipal obligations
 
1,290

 
46,367

 
2,122

 
20,761

 
3,412

 
67,128

Private label residential MBS
 
1,986

 
29,349

 
40

 
3,393

 
2,026

 
32,742

Trust preferred securities
 

 

 
7,272

 
24,728

 
7,272

 
24,728

CRA investments
 
415

 
23,442

 

 

 
415

 
23,442

Total AFS securities
 
$
14,993

 
$
692,957

 
$
11,426

 
$
80,225

 
$
26,419

 
$
773,182

 
 
 
December 31, 2013
 
 
Less Than Twelve Months
 
Over Twelve Months
 
Total
 
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
 
(in thousands)
Held-to-maturity
 
 
 
 
 
 
 
 
Corporate debt securities
 
$
163

 
$
9,837

 
$
3,663

 
$
71,337

 
$
3,826

 
$
81,174

Municipal obligations
 
1,624

 
50,740

 
746

 
5,102

 
2,370

 
55,842

Total HTM securities
 
$
1,787

 
$
60,577

 
$
4,409

 
$
76,439

 
$
6,196

 
$
137,016

 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored agency securities
 
$
2,135

 
$
46,976

 
$

 
$

 
$
2,135

 
$
46,976

Preferred stock
 
7,479

 
44,637

 

 

 
7,479

 
44,637

Mutual funds
 
984

 
30,101

 

 

 
984

 
30,101

Residential MBS issued by GSEs
 
11,934

 
601,756

 
614

 
8,984

 
12,548

 
610,740

Municipal obligations
 
3,545

 
72,300

 
2,777

 
17,923

 
6,322

 
90,223

Private label residential MBS
 
2,009

 
32,517

 
142

 
3,583

 
2,151

 
36,100

Trust preferred securities
 

 

 
8,195

 
23,807

 
8,195

 
23,807

Other
 
548

 
23,823

 

 

 
548

 
23,823

Total AFS securities
 
$
28,634

 
$
852,110

 
$
11,728

 
$
54,297

 
$
40,362

 
$
906,407

At March 31, 2014 and December 31, 2013, the Company’s unrealized losses relate primarily to interest rate fluctuations, credit spread widening and reduced liquidity in applicable markets. The total number of securities in an unrealized loss position at March 31, 2014 was 192, compared to 252 at December 31, 2013. In analyzing an issuer’s financial condition, management

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considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and industry analysis reports. Since material downgrades have not occurred and management does not intend to sell the debt securities in the foreseeable future, none of the securities described in the above table or in this paragraph were deemed to be other than temporarily impaired.
At March 31, 2014, the net unrealized loss on trust preferred securities classified as AFS was $7.3 million, compared with $8.2 million at December 31, 2013. The Company actively monitors its debt and other structured securities portfolios classified as AFS for declines in fair value. At March 31, 2014, the gross unrealized loss on corporate bond portfolio classified as HTM was $3.2 million, compared to $3.8 million at December 31, 2013. The FRB continues to express its intention to keep interest rates at historically low levels into 2015. The yields of most of the bonds in the portfolio are tied to LIBOR, thus negatively affecting their anticipated returns.
The amortized cost and fair value of securities as of March 31, 2014, by contractual maturities, are shown below. The actual maturities of the MBS may differ from their contractual maturities because the loans underlying the securities may be repaid without any penalties due to borrowers that have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, these securities are listed separately in the maturity summary. 
 
 
March 31, 2014
 
 
Amortized
Cost
 
Estimated
Fair Value
 
 
(in thousands)
Held-to-Maturity
 
 
Due in one year or less
 
$
3,608

 
$
3,673

After one year through five years
 
17,596

 
18,191

After five years through ten years
 
146,688

 
145,735

After ten years
 
107,846

 
113,884

Total HTM
 
$
275,738

 
$
281,483

 
 
 
 
 
Available-for-Sale
 
 
 
 
Due in one year or less
 
$
66,543

 
$
65,949

After one year through five years
 
16,920

 
17,513

After five years through ten years
 
64,404

 
63,021

After ten years
 
201,723

 
189,482

Mortgage backed securities
 
1,034,629

 
1,030,468

Total AFS
 
$
1,384,219

 
$
1,366,433


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Table of Contents

The following tables summarize the carrying amounts of the Company’s investment ratings position as March 31, 2014 and December 31, 2013
 
 
As of March 31, 2014
 
 
AAA
 
Split-rated
AAA/AA+
 
AA+ 
to AA-
 
A+ to A-
 
BBB+ 
to BBB-
 
BB+ 
and below
 
Totals
 
 
(in thousands)
Municipal obligations
 
$
7,928

 
$

 
$
131,355

 
$
150,004

 
$
7,288

 
$
215

 
$
296,790

Residential MBS issued by GSEs
 

 
989,867

 

 

 

 

 
989,867

Commercial MBS issued by GSEs
 

 
2,034

 

 

 

 

 
2,034

Private label residential MBS
 
23,343

 

 
107

 
4,143

 
5,028

 
3,477

 
36,098

Private label commercial MBS
 
5,412

 

 

 

 

 

 
5,412

Mutual funds (3)
 

 

 

 

 
37,243

 

 
37,243

U.S. government sponsored agency
 

 
57,672

 

 

 

 

 
57,672

Preferred stock
 

 

 

 

 
46,452

 
19,385

 
65,837

Trust preferred securities
 

 

 

 

 
24,728

 

 
24,728

Collateralized debt obligations
 

 

 

 

 

 
50

 
50

Corporate debt securities
 

 

 
2,698

 
25,098

 
69,980

 

 
97,776

Total (1) (2)
 
$
36,683

 
$
1,049,573

 
$
134,160

 
$
179,245

 
$
190,719

 
$
23,127

 
$
1,613,507


(1)
The Company used the average credit rating of the combination of S&P, Moody’s and Fitch in the above table where ratings differed.
(2)
Securities values are shown at carrying value as of March 31, 2014. Unrated securities consist of CRA investments with a carrying value of $23.5 million and preferred stock with a carrying value of $8.1 million.
(3)
At least 80% of mutual funds are investment grade corporate debt securities.
 
 
December 31, 2013
 
 
AAA
 
Split-rated
AAA/AA+
 
AA+ 
to AA-
 
A+ to A-
 
BBB+ 
to BBB-
 
BB+ 
and below
 
Totals
 
 
(in thousands)
Municipal obligations
 
$
7,965

 
$

 
$
129,810

 
$
153,949

 
$
7,305

 
$
215

 
$
299,244

Residential MBS issued by GSEs
 

 
1,024,457

 

 

 

 

 
1,024,457

Private label residential MBS
 
23,646

 

 
125

 
4,101

 
4,625

 
3,602

 
36,099

Private label commercial MBS
 
5,433

 

 

 

 

 

 
5,433

Mutual funds (3)
 

 

 

 

 
36,532

 

 
36,532

U.S. government sponsored agency
 

 
46,975

 

 

 

 

 
46,975

Preferred stock
 

 

 

 

 
45,847

 
13,244

 
59,091

Trust preferred securities
 

 

 

 

 
23,805

 

 
23,805

Collateralized debt obligations
 

 

 

 

 

 
50

 
50

Corporate debt securities
 

 

 
2,697

 
35,102

 
59,978

 

 
97,777

Total (1) (2)
 
$
37,044

 
$
1,071,432

 
$
132,632

 
$
193,152

 
$
178,092

 
$
17,111

 
$
1,629,463

 
(1)
The Company used the average credit rating of the combination of S&P, Moody’s and Fitch in the above table where ratings differed.
(2)
Securities values are shown at carrying value as of December 31, 2013. Unrated securities consist of CRA investments with a carrying value of $23.3 million, one ARPS with a carrying value of $2.4 million and an other investment of $1.6 million.
(3)
At least 80% of mutual funds are investment grade corporate debt securities.
Securities with carrying amounts of approximately $739.2 million and $662.5 million at March 31, 2014 and December 31, 2013, respectively, were pledged for various purposes as required or permitted by law.

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Table of Contents

The following table presents gross gains and losses on sales of investment securities: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Gross gains
 
$
366

 
$
200

Gross losses
 

 
(53
)
Net gains
 
$
366

 
$
147

3. LOANS, LEASES AND ALLOWANCE FOR CREDIT LOSSES
The composition of the Company’s loan portfolio is as follows: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Commercial and industrial
 
$
2,501,499

 
$
2,236,740

Commercial real estate - non-owner occupied
 
1,849,211

 
1,843,415

Commercial real estate - owner occupied
 
1,606,243

 
1,561,862

Construction and land development
 
553,655

 
537,231

Residential real estate
 
344,859

 
350,312

Commercial leases
 
221,916

 
235,968

Consumer
 
38,330

 
45,153

Deferred fees and costs
 
(7,114
)
 
(9,266
)
Loans, net of deferred fees and costs
 
7,108,599

 
6,801,415

Allowance for credit losses
 
(103,899
)
 
(100,050
)
      Total
 
$
7,004,700

 
$
6,701,365

The following table presents the contractual aging of the recorded investment in past due loans by class of loans and excluding deferred fees and costs:
 
 
March 31, 2014
 
 
Current
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Over 90 days
Past Due
 
Total
Past Due
 
Total
 
 
(in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
1,597,539

 
$
4,416

 
$
996

 
$
3,292

 
$
8,704

 
$
1,606,243

Non-owner occupied
 
1,651,963

 
17,824

 
1,548

 
6,454

 
25,826

 
1,677,789

Multi-family
 
171,422

 

 

 

 

 
171,422

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
2,499,734

 
651

 
216

 
898

 
1,765

 
2,501,499

Leases
 
221,916

 

 

 

 

 
221,916

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
310,599

 
479

 

 

 
479

 
311,078

Land
 
241,234

 

 

 
1,343

 
1,343

 
242,577

Residential real estate
 
330,550

 
2,764

 
4,286

 
7,259

 
14,309

 
344,859

Consumer
 
37,882

 
270

 
11

 
167

 
448

 
38,330

    Total loans
 
$
7,062,839

 
$
26,404

 
$
7,057

 
$
19,413

 
$
52,874

 
$
7,115,713

 

25

Table of Contents

 
 
December 31, 2013
 
 
Current
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Over 90 days
Past Due
 
Total
Past Due
 
Total
 
 
(in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
1,555,210

 
$
1,759

 
$
406

 
$
4,487

 
$
6,652

 
$
1,561,862

Non-owner occupied
 
1,627,062

 
8,774

 
4,847

 
15,767

 
29,388

 
1,656,450

Multi-family
 
186,965

 

 

 

 

 
186,965

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
2,232,186

 
1,868

 
233

 
2,453

 
4,554

 
2,236,740

Leases
 
235,618

 

 

 
350

 
350

 
235,968

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
291,883

 

 

 

 

 
291,883

Land
 
243,741

 
264

 
1,343

 

 
1,607

 
245,348

Residential real estate
 
339,566

 
2,423

 
1,368

 
6,955

 
10,746

 
350,312

Consumer
 
44,018

 
466

 
155

 
514

 
1,135

 
45,153

    Total loans
 
$
6,756,249

 
$
15,554

 
$
8,352

 
$
30,526

 
$
54,432

 
$
6,810,681

The following table presents the recorded investment in nonaccrual loans and loans past due ninety days or more and still accruing interest by class of loans: 
 
 
March 31, 2014
 
December 31, 2013
 
 
Non-accrual loans
 
Loans past due 90 days or more and still accruing
 
Non-accrual loans
 
Loans past due 90 days or more and still accruing
 
 
Current
 
Past Due/
Delinquent
 
Total
Non-accrual
 
 
Current
 
Past Due/
Delinquent
 
Total
Non-accrual
 
 
 
(in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
6,663

 
$
4,460

 
$
11,123

 
$

 
$
9,330

 
$
3,600

 
$
12,930

 
$
887

Non-owner occupied
 
15,454

 
22,306

 
37,760

 

 
17,930

 
23,996

 
41,926

 

Multi-family
 

 

 

 

 

 

 

 

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
1,534

 
1,104

 
2,638

 

 
622

 
2,682

 
3,304

 
125

Leases
 
432

 

 
432

 

 
99

 
350

 
449

 

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 

 

 

 

 

 

 

 

Land
 
2,277

 
1,341

 
3,618

 

 
3,133

 
1,392

 
4,525

 

Residential real estate
 
2,751

 
12,051

 
14,802

 

 
5,067

 
7,413

 
12,480

 
47

Consumer
 
28

 

 
28

 
167

 
27

 
39

 
66

 
475

    Total
 
$
29,139

 
$
41,262

 
$
70,401

 
$
167

 
$
36,208

 
$
39,472

 
$
75,680

 
$
1,534

The reduction in interest income associated with loans on nonaccrual status was approximately $1.0 million and $1.2 million for the three months ended March 31, 2014 and 2013, respectively.
The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans. Under the Company’s risk rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Substandard loans include those characterized by well-defined weaknesses and carry the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful, or risk rated eight, have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The final rating of Loss covers loans considered uncollectible and having such little recoverable value that it is not practical to defer writing off the asset. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve

26

Table of Contents

management’s close attention, are deemed to be Special Mention. Risk ratings are updated, at a minimum, quarterly. The following tables present gross loans by risk rating: 
 
 
March 31, 2014
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
(in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
1,525,617

 
$
33,638

 
$
46,355

 
$
633

 
$

 
$
1,606,243

Non-owner occupied
 
1,539,862

 
53,132

 
84,795

 

 

 
1,677,789

Multi-family
 
170,948

 

 
474

 

 

 
171,422

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
2,474,755

 
9,249

 
17,495

 

 

 
2,501,499

Leases
 
217,460

 
4,024

 
432

 

 

 
221,916

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
310,599

 
479

 

 

 

 
311,078

Land
 
208,513

 
13,509

 
20,555

 

 

 
242,577

Residential real estate
 
317,513

 
3,044

 
24,302

 

 

 
344,859

Consumer
 
37,515

 
339

 
476

 

 

 
38,330

    Total
 
$
6,802,782

 
$
117,414

 
$
194,884

 
$
633

 
$

 
$
7,115,713

 
 
March 31, 2014
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
(in thousands)
Current (up to 29 days past due)
 
$
6,800,191

 
$
115,223

 
$
146,792

 
$
633

 
$

 
$
7,062,839

Past due 30 - 59 days
 
2,472

 
2,090

 
21,842

 

 

 
26,404

Past due 60 - 89 days
 
119

 
101

 
6,837

 

 

 
7,057

Past due 90 days or more
 

 

 
19,413

 

 

 
19,413

    Total
 
$
6,802,782

 
$
117,414

 
$
194,884

 
$
633

 
$

 
$
7,115,713

 
 
 
December 31, 2013
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
(in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
1,483,190

 
$
33,065

 
$
44,649

 
$
958

 
$

 
$
1,561,862

Non-owner occupied
 
1,498,500

 
64,588

 
93,362

 

 

 
1,656,450

Multi-family
 
186,479

 

 
486

 

 

 
186,965

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
2,208,947

 
10,058

 
16,231

 
1,504

 

 
2,236,740

Leases
 
231,344

 
4,175

 
449

 

 

 
235,968

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
291,402

 
481

 

 

 

 
291,883

Land
 
210,615

 
13,762

 
20,971

 

 

 
245,348

Residential real estate
 
323,333

 
3,037

 
23,942

 

 

 
350,312

Consumer
 
43,516

 
799

 
838

 

 

 
45,153

    Total
 
$
6,477,326

 
$
129,965

 
$
200,928

 
$
2,462

 
$

 
$
6,810,681

 

27

Table of Contents

 
 
December 31, 2013
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
(in thousands)
Current (up to 29 days past due)
 
$
6,471,951

 
$
129,208

 
$
154,441

 
$
649

 
$

 
$
6,756,249

Past due 30 - 59 days
 
4,205

 
602

 
10,747

 

 

 
15,554

Past due 60 - 89 days
 
1,123

 
155

 
7,074

 

 

 
8,352

Past due 90 days or more
 
47

 

 
28,666

 
1,813

 

 
30,526

    Total
 
$
6,477,326

 
$
129,965

 
$
200,928

 
$
2,462

 
$

 
$
6,810,681

The table below reflects recorded investment in loans classified as impaired: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Impaired loans with a specific valuation allowance under FASB ASC 310
 
$
22,127

 
$
25,754

Impaired loans without a specific valuation allowance under FASB ASC 310
 
149,135

 
152,623

    Total impaired loans
 
$
171,262

 
$
178,377

Valuation allowance related to impaired loans
 
$
(3,925
)
 
$
(5,280
)
The following table presents the impaired loans by class: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Commercial real estate
 
 
 
 
Owner occupied
 
$
35,329

 
$
37,902

Non-owner occupied
 
68,756

 
73,152

Multi-family
 

 

Commercial and industrial
 
 
 
 
Commercial
 
15,233

 
449

Leases
 
432

 
16,892

Construction and land development
 
 
 
 
Construction
 

 

Land
 
22,012

 
23,069

Residential real estate
 
29,026

 
26,376

Consumer
 
474

 
537

    Total
 
$
171,262

 
$
178,377

A valuation allowance is established for an impaired loan when the fair value of the loan is less than the recorded investment. In certain cases, portions of impaired loans are charged-off to realizable value instead of establishing a valuation allowance and are included, when applicable in the table above as “Impaired loans without specific valuation allowance under FASB ASC 310.” The valuation allowance disclosed above is included in the allowance for credit losses reported in the Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013.

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Table of Contents

The following table presents average investment in impaired loans by loan class: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Commercial real estate
 
 
 
 
Owner occupied
 
$
36,748

 
$
60,065

Non-owner occupied
 
70,039

 
52,986

Multi-family
 

 
230

Commercial and industrial
 
 
 
 
Commercial
 
15,583

 
15,088

Leases
 
439

 
1,028

Construction and land development
 
 
 
 
Construction
 

 

Land
 
22,586

 
29,362

Residential real estate
 
26,799

 
37,040

Consumer
 
502

 
705

    Total
 
$
172,696

 
$
196,504

The following table presents interest income on impaired loans by class: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Commercial real estate
 
 
 
 
Owner occupied
 
$
391

 
$
420

Non-owner occupied
 
373

 
404

Multi-family
 

 

Commercial and industrial
 
 
 
 
Commercial
 
193

 
150

Leases
 

 

Construction and land development
 
 
 
 
Construction
 

 

Land
 
261

 
259

Residential real estate
 
157

 
5

Consumer
 
11

 
8

    Total
 
$
1,386

 
$
1,246

The Company is not committed to lend significant additional funds on these impaired loans.

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Table of Contents

The following table summarizes nonperforming assets: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Nonaccrual loans
 
$
70,401

 
$
75,680

Loans past due 90 days or more on accrual status
 
167

 
1,534

Troubled debt restructured loans
 
89,524

 
89,576

    Total nonperforming loans
 
160,092

 
166,790

Other assets acquired through foreclosure, net
 
56,450

 
66,719

    Total nonperforming assets
 
$
216,542

 
$
233,509

Loans Acquired with Deteriorated Credit Quality
 Changes in the accretable yield for loans acquired with deteriorated credit quality are as follows: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Balance, at beginning of period
 
$
28,164

 
$
7,072

Reclassification from non-accretable to accretable yield
 
1,466

 

Accretion to interest income
 
(2,404
)
 
(2,079
)
Reversal of fair value adjustments upon disposition of loans
 
(395
)
 

Balance, at end of period
 
$
26,831

 
$
4,993

The primary drivers of reclassification from non-accretable to accretable yield resulted from changes in estimated cash flows.
Allowance for Credit Losses
The following table summarizes the changes in the allowance for credit losses by portfolio type: 
 
 
Three Months Ended March 31,
 
 
Construction and Land Development
 
Commercial
Real Estate
 
Residential
Real Estate
 
Commercial
and Industrial
 
Consumer
 
Total
 
 
(in thousands)
2014
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
$
14,519

 
$
32,064

 
$
11,640

 
$
39,657

 
$
2,170

 
$
100,050

Charge-offs
 

 
(171
)
 
(406
)
 
(1,478
)
 
(12
)
 
(2,067
)
Recoveries
 
211

 
560

 
553

 
922

 
170

 
2,416

Provision
 
1,970

 
2,400

 
(490
)
 
392

 
(772
)
 
3,500

Ending balance
 
$
16,700

 
$
34,853

 
$
11,297

 
$
39,493

 
$
1,556

 
$
103,899

2013
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
$
10,554

 
$
34,982

 
$
15,237

 
$
32,860

 
$
1,794

 
$
95,427

Charge-offs
 
(614
)
 
(2,887
)
 
(2,493
)
 
(1,770
)
 
(275
)
 
(8,039
)
Recoveries
 
701

 
942

 
569

 
441

 
14

 
2,667

Provision
 
398

 
1,864

 
1,282

 
2,654

 
(759
)
 
5,439

Ending balance
 
$
11,039

 
$
34,901

 
$
14,595

 
$
34,185

 
$
774

 
$
95,494


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Table of Contents

The following table presents impairment method information related to loans and allowance for credit losses by loan portfolio segment: 
 
 
Commercial
Real Estate-
Owner
Occupied
 
Commercial
Real Estate-
Non-Owner
Occupied
 
Commercial
and
Industrial
 
Residential
Real
Estate
 
Construction
and Land
Development
 
Commercial
Leases
 
Consumer
 
Total
Loans
 
 
(in thousands)
Loans as of March 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
1,462

 
$
13,503

 
$
940

 
$
6,111

 
$

 
$
83

 
$
28

 
$
22,127

Impaired loans with no allowance recorded
 
33,867

 
55,253

 
14,293

 
22,915

 
22,012

 
349

 
446

 
149,135

Total loans individually evaluated for impairment
 
35,329

 
68,756

 
15,233

 
29,026

 
22,012

 
432

 
474

 
171,262

Loans collectively evaluated for impairment
 
1,548,059

 
1,691,360

 
2,486,004

 
313,376

 
531,615

 
221,484

 
37,856

 
6,829,754

Loans acquired with deteriorated credit quality
 
22,855

 
89,095

 
262

 
2,457

 
28

 

 

 
114,697

Total loans
 
$
1,606,243

 
$
1,849,211

 
$
2,501,499

 
$
344,859

 
$
553,655

 
$
221,916

 
$
38,330

 
$
7,115,713

Unpaid Principal Balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
1,462

 
$
13,503

 
$
1,153

 
$
6,260

 
$

 
$
83

 
$
28

 
$
22,489

Impaired loans with no allowance recorded
 
39,398

 
58,050

 
14,859

 
28,567

 
23,117

 
501

 
459

 
164,951

Total loans individually evaluated for impairment
 
40,860

 
71,553

 
16,012

 
34,827

 
23,117

 
584

 
487

 
187,440

Loans collectively evaluated for impairment
 
1,548,059

 
1,691,360

 
2,486,004

 
313,376

 
531,615

 
221,484

 
37,856

 
6,829,754

Loans acquired with deteriorated credit quality
 
30,841

 
120,728

 
870

 
3,709

 
100

 

 

 
156,248

Total loans
 
$
1,619,760

 
$
1,883,641

 
$
2,502,886

 
$
351,912

 
$
554,832

 
$
222,068

 
$
38,343

 
$
7,173,442

Related Allowance for Credit Losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
450

 
$
803

 
$
666

 
$
1,938

 
$

 
$
65

 
$
3

 
$
3,925

Impaired loans with no allowance recorded
 

 

 

 

 

 

 

 

Total loans individually evaluated for impairment
 
450

 
803

 
666

 
1,938

 

 
65

 
3

 
3,925

Loans collectively evaluated for impairment
 
13,563

 
18,625

 
36,155

 
9,359

 
16,700

 
2,607

 
1,553

 
98,562

Loans acquired with deteriorated credit quality
 

 
1,412

 

 

 

 

 

 
1,412

Total loans
 
$
14,013

 
$
20,840

 
$
36,821

 
$
11,297

 
$
16,700

 
$
2,672

 
$
1,556

 
$
103,899



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Table of Contents

 
 
Commercial
Real Estate-
Owner
Occupied
 
Commercial
Real Estate-
Non-Owner
Occupied
 
Commercial
and
Industrial
 
Residential
Real
Estate
 
Construction
and Land
Development
 
Commercial
Leases
 
Consumer
 
Total
Loans
 
 
 (in thousands)
Loans as of December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
1,092

 
$
17,932

 
$
1,907

 
$
4,580

 
$
118

 
$
99

 
$
26

 
$
25,754

Impaired loans with no allowance recorded
 
36,810

 
55,220

 
14,985

 
21,796

 
22,951

 
350

 
511

 
152,623

Total loans individually evaluated for impairment
 
37,902

 
73,152

 
16,892

 
26,376

 
23,069

 
449

 
537

 
178,377

Loans collectively evaluated for impairment
 
1,500,740

 
1,678,242

 
2,219,500

 
321,683

 
513,681

 
235,519

 
44,616

 
6,513,981

Loans acquired with deteriorated credit quality
 
23,220

 
92,021

 
348

 
2,253

 
481

 

 

 
118,323

Total loans
 
$
1,561,862

 
$
1,843,415

 
$
2,236,740

 
$
350,312

 
$
537,231

 
$
235,968

 
$
45,153

 
$
6,810,681

Unpaid Principal Balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
1,092

 
$
19,273

 
$
2,120

 
$
4,729

 
$
118

 
$
99

 
$
27

 
$
27,458

Impaired loans with no allowance recorded
 
43,537

 
58,322

 
15,731

 
27,550

 
24,137

 
502

 
523

 
170,302

Total loans individually evaluated for impairment
 
44,629

 
77,595

 
17,851

 
32,279

 
24,255

 
601

 
550

 
197,760

Loans collectively evaluated for impairment
 
1,500,740

 
1,678,242

 
2,219,500

 
321,683

 
513,681

 
235,519

 
44,616

 
6,513,981

Loans acquired with deteriorated credit quality
 
34,951

 
130,279

 
1,403

 
3,728

 
804

 

 

 
171,165

Total loans
 
$
1,580,320

 
$
1,886,116

 
$
2,238,754

 
$
357,690

 
$
538,740

 
$
236,120

 
$
45,166

 
$
6,882,906

Related Allowance for Credit Losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded
 
$
402

 
$
2,121

 
$
702

 
$
1,896

 
$
85

 
$
70

 
$
4

 
$
5,280

Impaired loans with no allowance recorded
 

 

 

 

 

 

 

 

Total loans individually evaluated for impairment
 
402

 
2,121

 
702

 
1,896

 
85

 
70

 
4

 
5,280

Loans collectively evaluated for impairment
 
12,158

 
17,061

 
36,344

 
9,744

 
14,434

 
2,541

 
2,166

 
94,448

Loans acquired with deteriorated credit quality
 

 
322

 

 

 

 

 

 
322

Total loans
 
$
12,560

 
$
19,504

 
$
37,046

 
$
11,640

 
$
14,519

 
$
2,611

 
$
2,170

 
$
100,050


For the first quarter of 2013, the baseline historical loss rates were computed using a weighted ratio of the 1-year and 5-year historical loss rates. As the market environment improved throughout 2013 and shorter-term loss rates compressed below longer-term levels, the Company determined during the fourth quarter of 2013 that the 5-year historical loss rates were a better representation of longer-term expectations for probable losses. Accordingly, the allowance calculation for the quarter ended March 31, 2014 continues to apply a 100% weight to the 5-year historical loss rate (per loan category). 


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Table of Contents

Troubled Debt Restructurings
A TDR loan is a loan on which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, extensions, deferrals, renewals and rewrites. The majority of the Company’s modifications are extensions in terms or deferral of payments which result in no lost principal or interest followed by reductions in interest rates or accrued interest. A troubled debt restructured loan is also considered impaired. Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a TDR in years subsequent to the restructuring if it is not impaired based on the terms specified by the restructuring agreement.
The following table presents information on the financial effects of TDR loans by class for the periods presented: 
 
 
Three Months Ended March 31, 2014
 
 
Number
of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Forgiven
Principal
Balance
 
Lost
Interest
Income
 
Post-Modification
Outstanding
Recorded Investment
 
Waived Fees
and Other
Expenses
 
 
(dollars in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
1

 
$
798

 
$
378

 
$
117

 
$
303

 
$
33

Non-owner occupied
 

 

 

 

 

 

Multi-family
 

 

 

 

 

 

  Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
1

 
63

 

 

 
63

 
3

Leases
 

 

 

 

 

 

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 

 

 

 

 

 

Land
 

 

 

 

 

 

Residential real estate
 
1

 
405

 
166

 
37

 
202

 

Consumer
 

 

 

 

 

 

    Total
 
3

 
$
1,266

 
$
544

 
$
154

 
$
568

 
$
36

 
 
Three Months Ended March 31, 2013
 
 
Number
of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Forgiven
Principal
Balance
 
Lost
Interest
Income
 
Post-Modification
Outstanding
Recorded Investment
 
Waived Fees
and Other
Expenses
 
 
(dollars in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
5

 
$
2,686

 
$

 
$
54

 
$
2,632

 
$

Non-owner occupied
 
4

 
10,318

 
1,030

 
63

 
9,225

 
7

Multi-family
 

 

 

 

 

 

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
5

 
1,846

 

 
10

 
1,836

 
8

Leases
 

 

 

 

 

 

Construction and land development
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 

 

 

 

 

 

Land
 
2

 
286

 

 

 
286

 
1

Residential real estate
 
1

 
40

 

 
6

 
34

 
3

Consumer
 
1

 
39

 

 

 
39

 
3

    Total
 
18

 
$
15,215

 
$
1,030

 
$
133

 
$
14,052

 
$
22



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Table of Contents

 The following table presents TDR loans by class for which there was a payment default during the period: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
 
 
 (dollars in thousands)
Commercial real estate
 
 
 
 
 
 
 
 
   Owner occupied
 
1

 
$
303

 
3

 
$
2,506

   Non-owner occupied
 

 

 
1

 
160

   Multi-family
 

 

 

 

Commercial and industrial
 
 
 
 
 
 
 
 
   Commercial
 
1

 
63

 
2

 
782

   Leases
 

 

 

 

Construction and land development
 
 
 
 
 
 
 
 
   Construction
 

 

 

 

   Land
 

 

 
2

 
330

Residential real estate
 
1

 
202

 
2

 
655

Consumer
 

 

 

 

    Total
 
3

 
$
568

 
10

 
$
4,433

A TDR loan is deemed to have a payment default when it becomes past due 90 days, goes on nonaccrual, or is re-structured again. Payment defaults, along with other qualitative indicators, are considered by management in the determination of the allowance for credit losses.
At March 31, 2014 and December 31, 2013, there were no loan commitments outstanding on TDR loans.
Loan Purchases and Sales
For the three months ended March 31, 2014 and 2013, the Company had secondary market loan purchases of $15.6 million and $43.0 million, respectively. For 2014 and 2013, these purchased loans consisted of commercial and industrial loans. In addition, the Company periodically acquires newly originated loans at closing through participations or loan syndications.
The Company had no significant loan sales in 2014 or 2013.

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Table of Contents

4. OTHER ASSETS ACQUIRED THROUGH FORECLOSURE
The following table represents the changes in other assets acquired through foreclosure: 
 
 
Three Months Ended March 31,
 
 
2014
 
 
Gross Balance
 
Valuation Allowance
 
Net Balance
 
 
(in thousands)
Balance, beginning of the period
 
$
88,421

 
$
(21,702
)
 
$
66,719

Transfers to other assets acquired through foreclosure, net
 
2,110

 

 
2,110

Proceeds from sale of other real estate owned and repossessed assets, net
 
(19,473
)
 
5,961

 
(13,512
)
Valuation adjustments, net
 

 
(35
)
 
(35
)
Gains, net (1)
 
1,168

 

 
1,168

Balance, end of period
 
$
72,226

 
$
(15,776
)
 
$
56,450

 
 
 
 
 
 
 
 
 
2013
Balance, beginning of the period
 
$
113,474

 
$
(36,227
)
 
$
77,247

Transfers to other assets acquired through foreclosure, net
 
6,609

 

 
6,609

Proceeds from sale of other real estate owned and repossessed assets, net
 
(12,120
)
 
6,747

 
(5,373
)
Valuation adjustments, net
 

 
(1,017
)
 
(1,017
)
Gains, net (1)
 
455

 

 
455

Balance, end of period
 
$
108,418

 
$
(30,497
)
 
$
77,921


(1)
Includes gains related to initial transfers to other assets of zero and $0.3 million during the three months ended March 31, 2014 and 2013, respectively, pursuant to accounting guidance.
At March 31, 2014 and 2013, the majority of the Company’s repossessed assets consisted of properties located in Nevada.
5. OTHER BORROWINGS
The following table summarizes the Company’s borrowings as of March 31, 2014 and December 31, 2013
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Short-Term:
 
 
 
 
Revolving line of credit
 
$
5,000

 
$
3,000

FHLB advances
 
56,324

 
25,906

Total short-term borrowings
 
$
61,324

 
$
28,906

Long-Term:
 
 
 
 
   FHLB advances
 
$
217,166

 
$
247,973

   Other long term debt
 
64,326

 
64,217

Total long-term borrowings
 
$
281,492

 
$
312,190

WAL maintains other lines of credit totaling $70.0 million, of which $25.0 million is secured by pledged securities and $45.0 million is unsecured. As of March 31, 2014, the Company had outstanding advances on the $25.0 million secured line of credit totaling $5.0 million at an interest rate of 1.75%. There were no amounts outstanding on the unsecured lines of credit. In addition, the bank has entered into Fed Funds agreements with other financial institutions under which it can borrow up to $120.0 million on an unsecured basis. There were no amounts outstanding on these lines of credit as of March 31, 2014. The lending institutions will determine the interest rate charged on borrowings at the time of the borrowing.
The Company maintains lines of credit with the FHLB and FRB. The Company’s borrowing capacity is determined based on collateral pledged, generally consisting of investment securities and loans, at the time of the borrowing. At March 31, 2014, there was $56.3 million of FHLB advances classified as short-term, with a weighted average interest rate of 2.91%. At December 31, 2013, short-term FHLB advances had a weighted average interest rate of 2.90%.

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Table of Contents

At March 31, 2014, there was $217.2 million of FHLB advances classified as long-term and $64.9 million of outstanding Senior Note principal, whose carrying value of $64.3 million reflects a discount of $0.6 million. The weighted average rate on all long-term debt was 3.16% and 3.65% for the three months ended March 31, 2014 and 2013, respectively.
As of March 31, 2014 and December 31, 2013, the Company had additional available credit with the FHLB of approximately $1.03 billion and $1.39 billion, respectively, and with the FRB of approximately $1.00 billion and $588.2 million, respectively.
6. COMMITMENTS AND CONTINGENCIES
Unfunded Commitments and Letters of Credit
The Company is 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. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the consolidated balance sheets.
Lines of credit are obligations to lend money to a borrower. Credit risk arises when the borrower's current financial condition may indicate less ability to pay than when the commitment was originally made. In the case of standby letters of credit, the risk arises from the potential failure of the customer to perform according to the terms of a contract. In such a situation, the third party might draw on the standby letter of credit to pay for completion of the contract and the Company would look to its customer to repay these funds with interest. To minimize the risk, the Company uses the same credit policies in making commitments and conditional obligations as it would for a loan to that customer.
Standby letters of credit and financial guarantees are commitments issued by the Company to guarantee the performance of a customer to a third party in borrowing arrangements. The Company generally has recourse to recover from the customer any amounts paid under the guarantees. Typically, letters of credit issued have expiration dates within one year.
A summary of the contractual amounts for unfunded commitments and letters of credit are as follows: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Commitments to extend credit, including unsecured loan commitments of $221,669 at March 31, 2014 and $237,063 at December 31, 2013
 
$
1,840,740

 
$
1,878,340

Credit card commitments and financial guarantees
 
33,932

 
33,632

Standby letters of credit, including unsecured letters of credit of $5,957 at March 31, 2014 and $4,896 at December 31, 2013
 
38,501

 
31,271

          Total
 
$
1,913,173

 
$
1,943,243

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.
The Company has exposure to credit losses from unfunded commitments and letters of credit. As funds have not been disbursed on these commitments, they are not reported as loans outstanding. Credit losses related to these commitments are not included in the allowance for credit losses reported in "Note 3. Loans, Leases and Allowance for Credit Losses" of the Unaudited Consolidated Financial Statements and are accounted for as a separate loss contingency. This loss contingency for unfunded loan commitments and letters of credit was $2.1 million and $2.0 million as of March 31, 2014 and December 31, 2013, respectively. Changes to this liability are adjusted through non-interest expense.

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Table of Contents

Concentrations of Lending Activities
The Company’s lending activities are driven in large part by the customers served in the market areas where the Company has branch offices in the states of Arizona, Nevada and California. Despite the geographic concentration of lending activities, the Company does not have a single external customer from which it derives 10% or more of its revenues. The Company monitors concentrations within five broad categories: geography, industry, product, call code, and collateral. The Company grants commercial, construction, real estate and consumer loans to customers through branch offices located in the Company’s primary markets. The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the CRE market of these areas. As of March 31, 2014 and December 31, 2013, CRE related loans accounted for approximately 56% and 58% of total loans, respectively, and approximately 1% and 2%, respectively, of CRE related loans are secured by undeveloped land. Substantially all of these loans are secured by first liens with an initial loan to value ratio of generally not more than 75%. Approximately 47% and 46% of these CRE loans, excluding construction and land loans, were owner occupied at March 31, 2014 and December 31, 2013, respectively. In addition, approximately 3% and 4% of total loans were unsecured as of March 31, 2014 and December 31, 2013, respectively.
Contingencies
The Company is involved in various lawsuits of a routine nature that are being handled and defended in the ordinary course of the Company’s business. Expenses are being incurred in connection with these lawsuits, but in the opinion of management, based in part on consultation with outside legal counsel, the resolution of these lawsuits and associated defense costs will not have a material impact on the Company’s financial position, results of operations, or cash flows.
Lease Commitments
The Company leases the majority of its office locations and many of these leases contain multiple renewal options and provisions for increased rents. Total rent expense of $1.6 million and $1.9 million was included in occupancy expenses for the three months ended March 31, 2014 and 2013, respectively.
7. STOCKHOLDERS’ EQUITY
For the three months ended March 31, 2014, 376,175 shares of restricted stock were granted to Company employees that vest over three years and 64,000 shares were granted to non-employee WAL and WAB directors that vest over six months. The Company estimates the compensation cost for restricted stock grants based upon the grant date fair value. The aggregate grant date fair value for the restricted stock issued in the three month period ended March 31, 2014 was $10.5 million.
There were approximately 1,161,743 and 1,204,216 restricted shares outstanding at March 31, 2014 and December 31, 2013, respectively. For the three months ended March 31, 2014, the Company recognized $0.3 million in stock-based compensation expense related to restricted stock grants, compared to $1.0 million in expense for the three months ended March 31, 2013. Other restricted stock components causing the reduction of $3.4 million to APIC during the three months ended March 31, 2014 include shares withheld on cashless exercises and forfeitures.
As of March 31, 2014 and December 31, 2013, there were 0.8 million and 1.0 million, respectively, of stock options outstanding.

37


8. ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax, for the periods indicated: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
Unrealized
holding gains
(losses) on AFS securities
 
Impairment loss on securities
 
Total
 
Unrealized
holding gains
(losses) on AFS securities
 
Unrealized gain on cash flow hedge
 
Total
 
 
(in thousands)
Beginning balance
 
$
(21,690
)
 
$
144

 
$
(21,546
)
 
$
8,209

 
$
17

 
$
8,226

Other comprehensive income (loss) before reclassifications
 
10,644

 

 
10,644

 
(890
)
 
(34
)
 
(924
)
Amounts reclassified from accumulated other comprehensive loss
 
(229
)
 

 
(229
)
 
(97
)
 

 
(97
)
Net current-period other comprehensive income (loss)
 
10,415

 

 
10,415

 
(987
)
 
(34
)
 
(1,021
)
Ending balance
 
$
(11,275
)
 
$
144

 
$
(11,131
)
 
$
7,222

 
$
(17
)
 
$
7,205

The following table presents reclassifications out of accumulated other comprehensive loss: 
 
 
Amount reclassified from accumulated other comprehensive income
 
 
Details about accumulated other
 
Three Months Ended March 31,
 
Affected line item in the statement
comprehensive loss components
 
2014
 
2013
 
where net income is presented
 
 
(in thousands)
 
Unrealized gains and losses on AFS
 
 
 
 
 
 
 
 
$
366

 
$
147

 
Gain on sales of investment securities, net
 
 
(137
)
 
(50
)
 
Income tax expense
 
 
$
229

 
$
97

 
Net of tax
9. EARNINGS PER SHARE
Diluted earnings per share is based on the weighted average outstanding common shares during each period, including common stock equivalents. Basic earnings per share is based on the weighted average outstanding common shares during the period.
The following table presents the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013.
 
Three Months Ended March 31,
 
2014
 
2013
 
(in thousands, except per share amounts)
Weighted average shares - basic
86,256

 
85,324

Dilutive effect of stock awards
867

 
656

Weighted average shares - diluted
87,123

 
85,980

Net income available to common shareholders
$
30,732

 
$
20,532

Earnings per share - basic
0.35

 
0.24

Earnings per share - diluted
0.35

 
0.24

The Company had 4,000 and 163,300 stock options outstanding as of March 31, 2014 and December 31, 2013, respectively, that were not included in the computation of diluted earnings per common share because their effect would be anti-dilutive.

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10. INCOME TAXES
Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
For the three months ended March 31, 2014, the net deferred tax assets decreased $2.4 million to $78.3 million. This overall decrease in the net deferred tax asset was primarily the result of increases to deferred tax assets from AMT credit carryovers along with a release of valuation allowance, which were more than offset by the decreases to deferred tax assets from exercises and forfeitures of equity compensation, changes in the fair market value of AFS securities and fair market value adjustments related to acquired loans.
Although realization is not assured, the Company believes that the realization of the recognized deferred tax asset of $78.3 million at March 31, 2014 is more likely than not based on expectations as to future taxable income and based on available tax planning strategies within the meaning of FASB ASC 740 that could be implemented if necessary to prevent a carryover from expiring.
At March 31, 2014 and December 31, 2013, the Company had a $4.6 million and a $5.6 million deferred tax valuation allowance, respectively. As of March 31, 2014, $3.2 million relates to net capital loss carryovers from ARPS securities sales and the remaining valuation allowance of $1.4 million relates to Arizona state NOL carryovers and Section 382 of the IRC limitations associated with the Company's acquisition of Western Liberty Bancorp.
The deferred tax asset related to federal and state net operating loss carryovers outstanding at March 31, 2014 available to reduce tax liability in future years totaled $9.8 million. This is comprised of $8.3 million of tax benefits from federal net operating loss carryovers (subject to an annual limitation imposed by section 382 of the IRC as discussed below) and $1.5 million of tax benefits from Arizona state net operating loss carryovers that began to expire in 2013. The Company’s ability to use federal NOLs, as well as its ability to use certain future tax deductions called NUBILs associated with the Company's acquisitions of Western Liberty Bancorp and Centennial Bank, will be subject to separate annual limitations of $1.8 million and $1.6 million of deductions from taxable income, respectively. In management’s opinion, it is more likely than not that the results of future operations will generate sufficient taxable income to realize all but $1.4 million of the deferred tax benefits related to these net operating loss carryovers and NUBILs.
The Company's effective tax rate was 25.08% and 27.19% for the three months ended March 31, 2014 and 2013, respectively. The decrease in the effective tax rate from the first quarter 2013 compared to the first quarter 2014 is primarily due to increased benefits received from qualified affordable housing projects and an increase to the expected amount of tax exempt interest income for the year, which were not fully offset by rate detriments from a decrease in the projected amount of BOLI income.

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Investments in LIHTC
The Company invests in LIHTC funds that are designed to generate a return primarily through the realization of federal tax credits.
The Company adopted the amendments to FASB ASC 323-740 as of January 1, 2014, which revises the accounting for investments in qualified affordable housing projects. As a result, the Company has adjusted its prior period financial statements to apply the proportional amortization methodology in accounting for these investments. This impacted the balance of tax credit investments and related current and deferred tax items on the Consolidated Balance Sheets. In accordance with FASB ASC 323-740, the tax credit investment amortization is now presented as a component of income tax expense. Previously, the amortization expense was included as a component of non-interest income.
The following table summarizes the impact of the change in the Consolidated Financial Statements for the periods indicated:
 
December 31, 2013
 
(in thousands)
Consolidated Balance Sheet:
 
Deferred tax assets, net
 
As previously reported
$
79,374

As reported under new guidance
80,688

Other assets
 
As previously reported (1)
186,288

As reported under new guidance
185,221

Stockholders' Equity
 
As previously reported
855,251

As reported under new guidance
855,498


(1)
Includes a $14.6 million reclassification from premises and equipment, net.


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Three Months Ended 
 March 31, 2013
 
(in thousands)
Consolidated Income Statement:
 
Non-interest income
 
As previously reported
$
3,899

As reported under new guidance
4,799

Income tax expense
 
As previously reported
6,808

As reported under new guidance
7,787

Income from continuing operations
 
As previously reported
20,926

As reported under new guidance
20,847

Net income
 
As previously reported
20,964

As reported under new guidance
20,885

Net income available to common shareholders
 
As previously reported
20,611

As reported under new guidance
20,532

Earnings per share applicable to common shareholders--basic
 
As previously reported
0.24

As reported under new guidance
0.24

Earnings per share applicable to common shareholders--diluted
 
As previously reported
0.24

As reported under new guidance
0.24

The cumulative effect of adoption of this guidance at December 31, 2013 was an increase to stockholders' equity of $0.2 million and a decrease to stockholder's equity of $0.2 million at December 31, 2012.
Investments in LIHTC and unfunded LIHTC obligations are included as part of other assets and other liabilities, respectively, in the Consolidated Balance Sheet and total $129.3 million and $68.3 million, respectively, as of March 31, 2014. For the three months ended March 31, 2014, $3.0 million of amortization related to LIHTC investments was recognized as a component of income tax expense.
11. FAIR VALUE ACCOUNTING
The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. FASB ASC 825 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 825 are described in "Note 1. Summary of Significant Accounting Policies" of these Notes to Unaudited Consolidated Financial Statements.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may

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differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below. Transfers between levels in the fair value hierarchy are recognized at the end of the reporting period.
Under FASB ASC 825, the Company elected the FVO treatment for the junior subordinated debt and certain investment securities. This election is generally irrevocable and unrealized gains and losses on these items must be reported in earnings at each reporting date. The Company continues to account for these items under the FVO. Since adoption, there were no financial instruments purchased by the Company which met the FASB ASC 825 fair value election criteria, and therefore, no additional instruments have been added under the FVO election.
All securities for which the fair value measurement option had been elected are included in a separate line item on the balance sheet entitled “securities measured at fair value.”
For the three months ended March 31, 2014 and 2013, gains and losses from fair value changes included in the Consolidated Income Statements were as follows: 
 
 
Changes in Fair Values for Items Measured at Fair Value Pursuant to Election of the Fair Value Option
Description
 
Unrealized Gain/(Loss) on Assets and Liabilities Measured at Fair Value, Net
 
Interest Income on Securities
 
Interest Expense on Junior Subordinated Debt
 
Total Changes Included in Current-Period Earnings
 
 
(in thousands)
Three Months Ended March 31, 2014
 
 
 
 
 
 
 
 
Securities measured at fair value
 
$
18

 
$
1

 
$

 
$
19

Junior subordinated debt
 
(978
)
 

 
(421
)
 
(1,399
)
Total
 
$
(960
)
 
$
1

 
$
(421
)
 
$
(1,380
)
Three Months Ended March 31, 2013
 
 
 
 
 
 
 
 
Securities measured at fair value
 
$
(2
)
 
$
2

 
$

 
$

Junior subordinated debt
 
(469
)
 

 
(466
)
 
(935
)
Total
 
$
(471
)
 
$
2

 
$
(466
)
 
$
(935
)
The following table presents the portion of trading securities losses related to trading securities still held at the reporting date: 
 
 
March 31,
 
 
2014
 
2013
 
 
(in thousands)
Net gains and (losses) for the period on trading securities included in earnings
 
$
18

 
$
(2
)
Less: net gains and (losses) recognized during the period on trading securities sold during the period
 

 

Change in unrealized gains or (losses) for the period included in earnings for trading securities held at the end of the reporting period
 
$
18

 
$
(2
)
Interest income on securities measured at fair value is accounted for similarly to those classified as AFS and HTM. Any premiums or discounts are recognized in interest income over the term of the securities. For mortgage-backed securities, estimates of prepayments are considered in the constant yield calculations. Interest expense on junior subordinated debt is also determined under a constant yield calculation.
Fair value on a recurring basis
Financial assets and financial liabilities measured at fair value on a recurring basis include the following:
AFS Securities: ARPS securities, trust preferred securities, corporate debt securities and CRA mutual fund investments are reported at fair value utilizing Level 1 inputs. Other securities classified as AFS are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

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Securities measured at fair value: All of the Company’s securities measured at fair value, the majority of which are mortgage-backed securities, are reported at fair value utilizing Level 2 inputs in the same manner as described above for securities available for sale.
Independent pricing service: Our independent pricing service provides pricing information on Level 1, 2 and 3 securities, and represents the pricing source for the majority of the portfolio. Management independently evaluates fair value measurements received from our third-party pricing service through multiple review steps. First, management reviews what has transpired in the market-place with respect to interest rates, credit spreads, volatility, mortgage rates, among other things, and makes an expectation on changes to the securities valuations from the previous quarter. Then management obtains market values from additional sources. The pricing service provides management with observable market data, including interest rate curves and mortgage prepayment speed grids, as well as dealer quote sheets, new bond offering sheets, and historical trade documentation. Management reviews the assumptions and decides whether they are reasonable. Management may compare interest rates, credit spreads and prepayments speeds used as part of the assumptions to those that management believes are reasonable. Management may price securities using the provided assumptions to determine whether they can develop similar prices on like securities. Any discrepancies with management’s review and the prices provided by the vendor are discussed with the vendor and the Company’s other valuation advisors. Last, management selects a sample of investment securities and compares the values provided by our primary third party pricing service to the market values obtained from secondary sources and evaluates those with notable variances.
Annually, the Company receives an SSAE 16 report from its independent pricing service attesting to the controls placed on the operations of the service from its auditor.
Interest rate swap: Interest rate swaps are reported at fair value utilizing Level 2 inputs. The Company obtains dealer quotations to value its interest rate swaps.
Junior subordinated debt: The Company estimates the fair value of its junior subordinated debt using a discounted cash flow model, which incorporates the effect of the Company’s own credit risk in the fair value of the liabilities (Level 3). The Company’s cash flow assumptions were based on the contractual cash flows as the Company anticipates that it will pay the debt according to its contractual terms. During 2013, the Company established and continues to use the BB 20-Year Index adjusted for a credit risk spread. The Company estimated the discount rate at 5.692%, which is a 546 basis point spread over 3 month LIBOR (0.231% as of March 31, 2014). As of December 31, 2013, the Company estimated the discount rate at 5.861%, which was a 562 basis point spread over 3 month LIBOR 0.246%.

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The fair value of assets and liabilities measured at fair value on a recurring basis were determined using the following inputs at the periods presented: 
 
 
Fair Value Measurements at the End of the Reporting Period Using:
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair Value
 
 
(in thousands)
March 31, 2014
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
$

 
$
2,460

 
$

 
$
2,460

Private label residential MBS
 

 
483

 

 
483

Total securities measured at fair value
 
$

 
$
2,943

 
$

 
$
2,943

Available-for-sale
 
 
 
 
 
 
 
 
U.S. government sponsored agency securities
 
$

 
$
57,672

 
$

 
$
57,672

Municipal obligations
 

 
118,878

 

 
118,878

Preferred stock
 
73,947

 

 

 
73,947

Mutual funds
 
37,243

 

 

 
37,243

Residential MBS issued by GSEs
 

 
987,407

 

 
987,407

Commercial MBS issued by GSEs
 

 
2,034

 

 
2,034

Private label residential MBS
 

 
35,615

 

 
35,615

Private label commercial MBS
 

 
5,412

 

 
5,412

Trust preferred
 

 
24,728

 

 
24,728

CRA Investments
 
23,497

 

 

 
23,497

Total AFS
 
$
134,687

 
$
1,231,746

 
$

 
$
1,366,433

Positive NPVs on interest rate swaps
 
$

 
$
14,650

 
$

 
$
14,650

Liabilities:
 
 
 
 
 
 
 
 
Junior subordinated debt
 
$

 
$

 
$
42,836

 
$
42,836

Negative NPVs on interest rate swaps
 
$

 
$
15,553

 
$

 
$
15,553



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Fair Value Measurements at the End of the Reporting Period Using:
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair Value
 
 
(in thousands)
December 31, 2013
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
$

 
$
3,036

 
$

 
$
3,036

Available-for-sale
 
 
 
 
 
 
 
 
U.S. government sponsored agency securities
 
$

 
$
46,975

 
$

 
$
46,975

Municipal obligations
 

 
115,665

 

 
115,665

Preferred stock
 
61,484

 

 

 
61,484

Mutual funds
 
36,532

 

 

 
36,532

Residential MBS issued by GSEs
 

 
1,021,421

 

 
1,021,421

Private label residential MBS
 

 
36,099

 

 
36,099

Private label commercial MBS
 

 
5,433

 

 
5,433

Trust preferred
 

 
23,805

 

 
23,805

CRA Investments
 
23,282

 

 

 
23,282

Total AFS
 
$
121,298

 
$
1,249,398

 
$

 
$
1,370,696

Positive NPVs on interest rate swaps
 
$

 
$
2,783

 
$

 
$
2,783

Liabilities:
 
 
 
 
 
 
 
 
Junior subordinated debt
 
$

 
$

 
$
41,858

 
$
41,858

Negative NPVs on interest rate swaps
 
$

 
$
4,168

 
$

 
$
4,168

For the three months ended March 31, 2014 and 2013, the change in Level 3 liabilities measured at fair value on a recurring basis was as follows: 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Junior Subordinated Debt
 
Three Months Ended March 31,
 
2014
 
2013
 
(in thousands)
Opening balance
$
(41,858
)
 
$
(36,218
)
Total losses for the period
 
 
 
Included in earnings (and changes in net assets) (a)
(978
)
 
(469
)
Closing balance
$
(42,836
)
 
$
(36,687
)
Change in unrealized losses for the three month period included in earnings (and changes in net assets)
$
(978
)
 
$
(469
)
 
(a)
Total losses for the period are included in the non-interest income line, unrealized losses on assets / liabilities measured at fair value, net.
For Level 3 liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, the significant unobservable inputs used in the fair value measurements were as follows: 
 
 
Fair Value at
March 31, 2014
 
Valuation Technique
 
Significant Unobservable Inputs
 
Input Value
 
 
(dollars in thousands)
Junior subordinated debt
 
$
42,836

 
Discounted cash flow
 
BB Corporate Bond over Treasury Index with comparable credit spread
 
5.692
%
 

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Fair Value at
December 31, 2013
 
Valuation Technique
 
Significant Unobservable Inputs
 
Input Value
 
 
(dollars in thousands)
Junior subordinated debt
 
$
41,858

 
Discounted cash flow
 
BB Corporate Bond over Treasury Index with comparable credit spread
 
5.861
%
The significant unobservable inputs used in the fair value measurement of the Company’s junior subordinated debt are the calculated or estimated credit spreads on comparable publicly traded company trust preferred issuances, which were non-investment grade and non-rated. Significant increases (decreases) in these inputs could result in a significantly higher (lower) fair value measurement.
Fair value on a nonrecurring basis
Certain assets are measured at fair value on a nonrecurring basis. That is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents such assets carried on the balance sheet by caption and by level within the FASB ASC 825 hierarchy:
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
 
Total
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Active Markets for Similar Assets
(Level 2)
 
Unobservable Inputs
(Level 3)
 
 
(in thousands)
As of March 31, 2014:
 
 
 
 
 
 
 
 
Impaired loans with specific valuation allowance
 
$
18,202

 
$

 
$

 
$
18,202

Impaired loans without specific valuation allowance
 
91,925

 

 

 
91,925

Other assets acquired through foreclosure
 
56,450

 

 

 
56,450

December 31, 2013
 
 
 
 
 
 
 
 
Impaired loans with specific valuation allowance
 
$
20,474

 
$

 
$

 
$
20,474

Impaired loans without specific valuation allowance
 
95,695

 

 

 
95,695

Other assets acquired through foreclosure
 
66,719

 

 

 
66,719

Impaired loans: The specific reserves for collateral dependent impaired loans are based on the fair value of the collateral. The fair value of collateral is determined based on third-party appraisals. Appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore qualifying the assets as Level 3 in the fair value hierarchy. In some cases, adjustments are made to the appraised values due to various factors, including age of the appraisal (which are generally obtained every twelve months), age of comparables included in the appraisal and known changes in the market and in the collateral. When significant adjustments are based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement. These Level 3 impaired loans had an aggregate carrying amount of $22.1 million and $25.8 million, respectively, at March 31, 2014 and December 31, 2013. Specific reserves in the allowance for loan losses for these loans were $3.9 million and $5.3 million, respectively, at March 31, 2014 and December 31, 2013.
Other assets acquired through foreclosure: Other assets acquired through foreclosure consist of properties acquired as a result of, or in-lieu-of, foreclosure. Properties or other assets classified as other assets acquired through foreclosure and other repossessed property and are initially reported at the fair value determined by independent appraisals using appraised value, less cost to sell. Such properties are generally re-appraised every six to twelve months. There is risk for subsequent volatility. Costs relating to the development or improvement of the assets are capitalized and costs relating to holding the assets are charged to expense. The Company had $56.5 million of such assets at March 31, 2014. Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraisal, therefore qualifying the assets as Level 3 in the fair value hierarchy. When significant adjustments are based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement.

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Credit vs. non-credit losses
Under the provisions of FASB ASC 320, OTTI is separated into the amount of total impairment related to the credit loss and the amount of the total impairment related to all other factors. The amount of the total OTTI related to the credit loss is recognized in earnings. The amount of the total impairment related to all other factors is recognized in other comprehensive income.
For the three months ended March 31, 2014 and 2013, the Company determined that no securities experienced credit losses.
The following table presents a rollforward of the amount related to impairment credit losses recognized in earnings for the three months ended March 31, 2014 and 2013
 
Private Label Mortgage- Backed Securities
 
Three Months Ended
 
2014
 
2013
 
(in thousands)
Beginning balance of impairment losses held in other comprehensive income
$

 
$
(1,811
)
Current period OTTI credit losses recognized through earnings

 

Reductions for securities sold during the period

 

Additions or reductions in credit losses due to change of intent to sell

 

Reductions for increases in cash flows to be collected on impaired securities

 

Ending balance of net unrealized losses held in other comprehensive income
$

 
$
(1,811
)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company’s financial instruments is as follows: 
 
 
March 31, 2014
 
 
Carrying Amount
 
Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
HTM
 
$
275,738

 
$
10,781

 
$
270,694

 
$
8

 
$
281,483

AFS
 
1,366,433

 
134,687

 
1,231,746

 

 
1,366,433

Trading
 
2,943

 

 
2,943

 

 
2,943

Positive NPVs on interest rate swaps
 
14,650

 

 
14,650

 

 
14,650

Loans, net
 
7,004,700

 

 
6,358,264

 
110,127

 
6,468,391

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
8,148,973

 

 
8,152,956

 

 
8,152,956

Customer repurchases
 
57,407

 

 
57,407

 

 
57,407

Securities sold short
 
109,793

 
109,793

 

 

 
109,793

FHLB and FRB advances
 
273,490

 

 
273,490

 

 
273,490

Other borrowed funds
 
69,326

 
5,000

 

 
71,683

 
76,683

Junior subordinated debt
 
42,836

 

 

 
42,836

 
42,836

Negative NPVs on interest rate swaps
 
15,553

 

 
15,553

 

 
15,553



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Table of Contents

 
 
December 31, 2013
 
 
Carrying Amount
 
Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
HTM
 
$
283,006

 
$
22,200

 
$
259,496

 
$
8

 
$
281,704

AFS
 
1,370,696

 
121,298

 
1,249,398

 

 
1,370,696

Trading
 
3,036

 

 
3,036

 

 
3,036

Positive NPVs on interest rate swaps
 
2,783

 

 
2,783

 

 
2,783

Loans, net
 
6,701,365

 

 
6,090,962

 
116,169

 
6,207,131

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
7,838,205

 

 
7,842,014

 

 
7,842,014

Customer repurchases
 
71,192

 

 
71,192

 

 
71,192

FHLB and FRB advances
 
273,879

 

 
273,879

 

 
273,879

Other borrowed funds
 
67,217

 
3,000

 

 
71,475

 
74,475

Junior subordinated debt
 
41,858

 

 

 
41,858

 
41,858

Negative NPVs on interest rate swaps
 
4,168

 

 
4,168

 

 
4,168

Interest rate risk
The Company assumes interest rate risk (the risk to the Company’s earnings and capital from changes in interest rate levels) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments as well as its future net interest income will change when interest rate levels change and that change may be either favorable or unfavorable to the Company.
Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value and net interest income resulting from hypothetical changes in interest rates. If potential changes to net portfolio value and net interest income resulting from hypothetical interest rate changes are not within the limits established by the Board of Directors, the Board may direct management to adjust the asset and liability mix to bring interest rate risk within Board-approved limits. As of March 31, 2014, the Company’s interest rate risk profile was within Board-approved limits.
WAB has an ALCO charged with managing interest rate risk within the Board of Directors approved limits. Limits are structured to prohibit an interest rate risk profile that is unacceptable to both management and Board of Directors risk tolerances. There is also an ALCO at the holding company level that reviews interest rate risk for the Company.
Fair value of commitments
The estimated fair value of standby letters of credit outstanding at March 31, 2014 and December 31, 2013 was insignificant. Loan commitments on which the committed interest rates were less than the current market rate are also insignificant at March 31, 2014 and December 31, 2013.

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12. DISPOSITIONS
PartnersFirst Discontinued Operations
The Company has discontinued its affinity credit card business, PartnersFirst, and has presented these activities as discontinued operations. The following table summarizes the operating results of the discontinued operations for the periods indicated: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Operating revenue
 
$
(144
)
 
$
1,139

Non-interest expenses
 
(858
)
 
(1,074
)
(Loss) income before income taxes
 
(1,002
)
 
65

Income tax (benefit) expense
 
(348
)
 
27

Net (loss) income
 
$
(654
)
 
$
38

13. SEGMENTS
On December 31, 2013, the Company consolidated its three bank subsidiaries under one charter, Western Alliance Bank. As a result, the Company has redefined its operating segments to reflect the new organizational and internal reporting structure. Prior year segment information has not been recast to conform to the new segmentation methodology due to the impracticability of restating segments because of the change in legal structure at December 31, 2013. The new operating segments are as follows: Arizona, Nevada, California, Specialty Finance and Corporate & Other.
The Company's reportable segments are aggregated primarily based on geographic location, services offered and markets served. The Arizona, Nevada and California segments provide full service banking and related services to their respective markets. The Company's Specialty Finance segment provides banking services to niche markets. These Specialty Finance businesses are broader in geographic scope and are managed centrally. Corporate & Other consists of corporate-related items, income and expense items not allocated to our other reportable segments and inter-segment eliminations.
The accounting policies of the reported segments are the same as those of the Company as described in "Note 1. Summary of Significant Accounting Policies" of these Notes to Unaudited Consolidated Financial Statements.
The Company's segment reporting process begins with the assignment of all loan and deposit accounts directly to the segments where these products are originated and/or serviced. Equity capital is assigned to each segment based on the risk profile of their assets and liabilities, with a funds credit provided for the use of this equity as a funding source.
Net interest income, provision for credit losses and non-interest expense amounts are recorded in their respective segment to the extent that the amounts are directly attributable to those segments. Net interest income is recorded in each segment on a TEB with a corresponding increase in income tax expense. Further, net interest income of a reportable segment includes a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics.
Net income amounts for each reportable segment is further derived by the use of expense allocations. Certain expenses not directly attributable to a specific segment are allocated across all segments based on key metrics, such as number of employees, average loan balances and average deposit balances. These types of expenses include information technology, operations, human resources, finance, risk management, credit administration, legal and marketing.
Income taxes are applied to each segment based on the effective tax rate for the geographic location of the segment. Any difference in the corporate tax rate and the aggregate effective tax rates in the segments are adjusted in the Corporate & Other segment.

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The following is a summary of selected operating segment information as of and for the three months ended March 31, 2014
 
 
Arizona
 
Nevada
 
California
 
Specialty Finance
 
Corporate & Other
 
Consolidated Company
 
 
(dollars in millions)
At March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents and investment securities
 
$
3.3

 
$
7.0

 
$
2.6

 
$
0.5

 
$
2,123.8

 
$
2,137.2

Gross loans and deferred fees, net
 
2,032.3

 
1,723.8

 
1,663.1

 
1,621.2

 
68.2

 
7,108.6

Less: allowance for credit losses
 
(29.7
)
 
(25.2
)
 
(24.3
)
 
(23.7
)
 
(1.0
)
 
(103.9
)
Loans, net
 
2,002.6

 
1,698.6

 
1,638.8

 
1,597.5

 
67.2

 
7,004.7

Other repossessed assets
 
11.9

 
21.9

 
0.3

 

 
22.0

 
56.1

Goodwill and intangible assets, net
 
2.4

 
24.4

 

 

 

 
26.8

Other assets
 
33.8

 
67.8

 
25.5

 
18.0

 
376.7

 
521.9

Total assets
 
$
2,054.0

 
$
1,819.7

 
$
1,667.2

 
$
1,616.0

 
$
2,589.7

 
$
9,746.6

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
2,166.0

 
$
3,024.6

 
$
1,867.3

 
$
845.1

 
$
246.0

 
$
8,149.0

Borrowings
 

 

 

 

 
342.8

 
342.8

Other liabilities
 
21.7

 
48.3

 
9.8

 
20.4

 
259.8

 
360.0

Total liabilities
 
2,187.7

 
3,072.9

 
1,877.1

 
865.5

 
848.6

 
8,851.8

Allocated equity
 
219.4

 
207.9

 
178.7

 
123.2

 
165.6

 
894.8

Liabilities and stockholders' equity
 
$
2,407.1

 
$
3,280.8

 
$
2,055.8

 
$
988.7

 
$
1,014.2

 
$
9,746.6

Excess funds provided (used)
 
353.1

 
1,461.1

 
388.6

 
(627.3
)
 
(1,575.5
)
 

 
 
(in thousands)
Three Months Ended March 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
 
$
26,608

 
$
28,595

 
$
22,792

 
$
13,964

 
$
(1,182
)
 
$
90,777

Provision for credit losses
 
1,558

 
(884
)
 
655

 
2,170

 
1

 
3,500

Net interest income (expense) after provision for credit losses
 
25,050

 
29,479

 
22,137

 
11,794

 
(1,183
)
 
87,277

Non-interest income
 
820

 
2,289

 
1,250

 
82

 
394

 
4,835

Non-interest expense
 
(13,304
)
 
(15,236
)
 
(13,043
)
 
(6,508
)
 
(1,658
)
 
(49,749
)
Income (loss) from continuing operations before income taxes
 
12,566

 
16,532

 
10,344

 
5,368

 
(2,447
)
 
42,363

Income tax expense (benefit)
 
4,929

 
5,787

 
4,350

 
2,013

 
(6,455
)
 
10,624

Income from continuing operations
 
7,637

 
10,745

 
5,994

 
3,355

 
4,008

 
31,739

Loss from discontinued operations, net
 

 

 

 

 
(654
)
 
(654
)
     Net income
 
$
7,637

 
$
10,745

 
$
5,994

 
$
3,355

 
$
3,354

 
$
31,085




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Table of Contents

Item 2.
Management's Discussions and Analysis of Financial Condition and Results of Operations.
This discussion is designed to provide insight into management's assessment of significant trends related to the Company's consolidated financial condition, results of operations, liquidity, capital resources and interest rate sensitivity. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the interim unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements hereto and financial information appearing elsewhere in this report. Unless the context requires otherwise, the terms "Company," "we," and "our" refer to Western Alliance Bancorporation and its wholly-owned subsidiaries on a consolidated basis.
Forward-Looking Information
Certain statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.
The forward-looking statements contained in this Form 10-Q reflect our current views about future events and financial performance and involve certain risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement, including those risks discussed under the heading “Risk Factors” in this Form 10-Q. Risks and uncertainties include those set forth in our filings with the SEC and the following factors that could cause actual results to differ materially from those presented: 1) financial market and economic conditions adversely effecting financial performance; 2) dependency on real estate and events that negatively impact real estate; 3) high concentration of commercial real estate, construction and development and commercial and industrial loans; 4) actual credit losses may exceed expected losses in the loan portfolio; 5) the geographic concentrations of our assets increases the risks related to local economic conditions; 6) sovereign credit rating downgrades; 7) exposure of financial instruments to certain market risks may cause volatility in earnings; 8) dependence on low-cost deposits; 9) ability to borrow from the FHLB or the FRB; 10) events that further impair goodwill; 11) a change in the our creditworthiness; 12) expansion strategies may not be successful; 13) risk associated with the recent consolidation of our bank subsidiaries; 14) our ability to compete in a highly competitive market; 15) our ability to recruit and retain qualified employees, especially seasoned relationship bankers and senior management; 16) the effects of terrorist attacks or threats of war; 17) perpetration of internet fraud; 18) information security breaches; 19) reliance on other companies' infrastructure; 20) risk management policies not fully effective; 21) risks associated with new lines of businesses; 22) risk of operating in a highly regulated industry and our ability to remain in compliance; 23) failure to comply with state and federal banking agency laws and regulations; 24) changes in interest rates and increased rate competition; 25) exposure to environmental liabilities related to the properties to which we acquire title; and 26) risks related to ownership and price of our common stock.
For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.
Financial Overview and Highlights
WAL is a bank holding company headquartered in Phoenix, Arizona that provides comprehensive business banking and related financial services through its wholly-owned banking subsidiary bank: WAB, doing business as ABA in Arizona, as FIB in Northern Nevada, as AAB throughout the U.S., as BON in Southern Nevada, and as TPB in California. In addition, the Company has two non-bank subsidiaries, WAEF, which offers equipment finance services nationwide, and LVSP, which holds and manages certain non-performing loans and OREO.
Financial Result Highlights for the First Quarter of 2014
Net income available to common stockholders for the Company of $30.7 million, or $0.35 per diluted share, for the first quarter of 2014, compared to $20.5 million, or $0.24 per diluted share, for 2013.
The significant factors impacting earnings of the Company during the first quarter of 2014 were:
Pre-tax, pre-provision operating earnings (see Non-GAAP Financial Measures beginning on page 53) for the first quarter of 2014 increased $9.3 million to $44.4 million, compared to $35.1 million for the first quarter of 2013.

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The Company experienced loan growth of $307.2 million to $7.11 billion at March 31, 2014 from $6.80 billion at December 31, 2013.
During the first quarter of 2014, the Company increased deposits by $310.8 million to $8.15 billion at March 31, 2014 from $7.84 billion at December 31, 2013.
Other assets acquired through foreclosure declined by $10.2 million to $56.5 million at March 31, 2014 from $66.7 million at December 31, 2013.
Provision for credit losses for the first quarter of 2014 decreased by $1.9 million to $3.5 million, compared to $5.4 million for the first quarter of 2013, as net charge-offs also declined by $5.7 million to net recoveries of $0.3 million in the first quarter of 2014, compared to net charge-offs of $5.4 million the first quarter of 2013.
Net interest margin increased to 4.41%, compared to 4.36% for the first quarter of 2013.
Key asset quality ratios improved for the first quarter of 2014 compared to 2013. Nonaccrual loans and repossessed assets to total assets improved to 1.30% from 2.10% in the first quarter of 2013 and nonaccrual loans to gross loans improved to 0.99% at the end of the first quarter of 2014 compared to 1.60% at the end of the first quarter 2013.
The impact to the Company from these items, and others of both a positive and negative nature, are discussed in more detail below as they pertain to the Company’s overall comparative performance for the three months ended March 31, 2014.
Results of Operations and Financial Conditions
A summary of our results of operations and financial condition and select metrics is included in the following table: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands, except per share amounts)
Net income available to common stockholders
 
$
30,732

 
$
20,532

Earnings per share applicable to common shareholders--basic
 
0.35

 
0.24

Earnings per share applicable to common shareholders--diluted
 
0.35

 
0.24

Net interest margin
 
4.41
%
 
4.36
%
Return on average assets
 
1.35

 
1.07

Return on average tangible common equity
 
17.55

 
13.93

 
 
Mar 31, 2014
 
Dec 31, 2013
 
 
(in thousands)
Total assets
 
$
9,746,624

 
$
9,307,342

Loans, net of deferred loan fees and costs
 
7,108,599

 
6,801,415

Total deposits
 
8,148,973

 
7,838,205

As a bank holding company, management focuses on key ratios in evaluating the Company’s financial condition and results of operations.

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Table of Contents

Asset Quality
For all banks and bank holding companies, asset quality plays a significant role in the overall financial condition of the institution and results of operations. The Company measures asset quality in terms of nonaccrual loans as a percentage of gross loans and net charge-offs as a percentage of average loans. Net charge-offs are calculated as the difference between charged-off loans and recovery payments received on previously charged-off loans. The following table summarizes asset quality metrics: 
 
 
Mar 31, 2014
 
Dec 31, 2013
 
 
(in thousands)
Non-accrual loans
 
$
70,401

 
$
75,680

Non-performing assets
 
216,542

 
233,509

Non-accrual loans to gross loans
 
0.99
 %
 
1.11
%
Net (recoveries) charge-offs to average loans - annualized
 
(0.02
)
 
0.13

Asset and Deposit Growth
The Company’s assets and liabilities are comprised primarily of loans and deposits; therefore, the ability to originate new loans and attract new deposits is fundamental to the Company’s growth. Total assets increased to $9.75 billion at March 31, 2014 from $9.31 billion at December 31, 2013. Total loans, net of deferred fees and costs, increased by $307.2 million, or 4.5%, to $7.11 billion as of March 31, 2014, compared to $6.80 billion as of December 31, 2013. Total deposits increased $310.8 million, or 4.0%, to $8.15 billion as of March 31, 2014 from $7.84 billion as of December 31, 2013.
RESULTS OF OPERATIONS
The following table sets forth a summary financial overview for the comparable years: 
 
 
Three Months Ended March 31,
 
Increase
 
 
2014
 
2013
 
(Decrease)
 
 
(in thousands, except per share amounts)
Consolidated Income Statement Data:
 
 
 
 
Interest income
 
$
98,701

 
$
83,108

 
$
15,593

Interest expense
 
7,924

 
6,905

 
1,019

Net interest income
 
90,777

 
76,203

 
14,574

Provision for credit losses
 
3,500

 
5,439

 
(1,939
)
Net interest income after provision for credit losses
 
87,277

 
70,764

 
16,513

Non-interest income
 
4,835

 
4,799

 
36

Non-interest expense
 
49,749

 
46,929

 
2,820

Net income from continuing operations before income taxes
 
42,363

 
28,634

 
13,729

Income tax provision
 
10,624

 
7,787

 
2,837

Income from continuing operations
 
31,739

 
20,847

 
10,892

(Loss) gain from discontinued operations, net of tax benefit
 
(654
)
 
38

 
(692
)
Net income
 
$
31,085

 
$
20,885

 
$
10,200

Net income available to common stockholders
 
$
30,732

 
$
20,532

 
$
10,200

Earnings per share applicable to common shareholders—basic
 
$
0.35

 
$
0.24

 
$
0.11

Earnings per share applicable to common shareholders—diluted
 
$
0.35

 
$
0.24

 
$
0.11

Non-GAAP Financial Measures
The following discussion and analysis contains financial information determined by methods other than those prescribed by GAAP. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance. These measurements typically adjust GAAP performance measures to exclude the effects of unrealized gains (losses) on assets/liabilities measured at fair value as well as to adjust income available to common shareholders for certain significant activities or transactions that, in management's opinion, do not reflect recurring period-to-period comparisons of the Company's performance. Since the presentation of these GAAP performance measures and their impact differ between companies,

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Table of Contents

management believes presentation of these non-GAAP financial measures provide useful supplemental information that is essential to a complete understanding of the operating results of the Company's core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Pre-Tax, Pre-Provision Operating Earnings
Pre-tax, pre-provision operating earnings adjusts the level of earnings to exclude the impact of income taxes, provision for credit losses and non-recurring or other items not considered part of the Company's core operations. Management believes that eliminating the effects of these items makes it easier to analyze underlying performance trends and enables investors to assess the Company's ability to generate capital to cover credit losses.
The following table shows the components of pre-tax, pre-provision operating earnings for the three months ended March 31, 2014 and 2013:

Three Months Ended March 31,

2014
 
2013

(in thousands)
Total non-interest income
$
4,835

 
$
4,799

Less:

 

Unrealized losses on assets / liabilities measured at fair value, net
(1,276
)
 
(471
)
Legal settlements

 
38

Gains on sales of investment securities, net
366

 
147

Total operating non-interest income
5,745

 
5,085

Add: net interest income
90,777

 
76,203

Net operating revenue
$
96,522

 
$
81,288

Total non-interest expense
$
49,749

 
$
46,929

Less:

 

Net (gain) loss on sales and valuations of repossessed and other assets
(2,547
)
 
519

Merger / restructure expense
157

 
195

Total operating non-interest expense
$
52,139

 
$
46,215

Pre-tax, pre-provision operating earnings
$
44,383

 
$
35,073


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Table of Contents

Tangible Common Equity
The following table presents financial measures related to tangible common equity. Tangible common equity represents total stockholders' equity less identifiable intangible assets and goodwill and preferred stock. Management believes that tangible common equity financial measures are useful in evaluating the Company's capital strength and ability to manage potential losses.
 
March 31, 2014
 
December 31, 2013
 
(dollars and shares in thousands)
Total stockholders' equity
$
894,805

 
$
855,498

Less:
 
 
 
  Goodwill and intangible assets
26,777

 
27,374

Total tangible stockholders' equity
868,028

 
828,124

Less:
 
 
 
   Preferred stock
141,000

 
141,000

Total tangible common equity
727,028

 
687,124

Add:
 
 
 
   Deferred tax - attributed to intangible assets
1,243

 
1,452

Total tangible common equity, net of tax
$
728,271

 
$
688,576

Total assets
$
9,746,624

 
$
9,307,342

Less:
 
 
 
  Goodwill and intangible assets
26,777

 
27,374

Tangible assets
9,719,847

 
9,279,968

Add:
 
 
 
   Deferred tax - attributed to intangible assets
1,243

 
1,452

Total tangible assets, net of tax
$
9,721,090

 
$
9,281,420

Tangible equity ratio
8.9
%
 
8.9
%
Tangible common equity ratio
7.5

 
7.4

Return on tangible common equity
17.3

 
18.1

Common shares outstanding
87,554

 
87,186

Tangible book value per share, net of tax
$
8.32

 
$
7.90

Efficiency Ratio
The following table shows the components used in the calculation of the efficiency ratio, which management uses as a metric for assessing cost efficiency:
 
March 31,
 
2014
 
2013
 
(dollars in thousands)
Total operating non-interest expense
$
52,139

 
$
46,215

Divided by:
 
 
 
Total net interest income
$
90,777

 
$
76,203

Add:
 
 
 
  Tax equivalent interest adjustment
5,705

 
3,382

   Operating non-interest income
5,745

 
5,085

Net operating revenue - tax equivalent basis
$
102,227

 
$
84,670

Efficiency ratio - tax equivalent basis
51.0
%
 
54.6
%

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Table of Contents

Tier 1 Common Equity
The following tables present certain financial measures related to Tier 1 common equity, which is a component of Tier 1 risk-based capital. The FRB and other banking regulators have used Tier 1 common equity as a basis for assessing a bank's capital adequacy; therefore, management believes it is useful to assess capital adequacy using this same basis.
 
March 31, 2014
 
December 31, 2013
 
(dollars and shares in thousands)
Stockholders' equity
$
894,805

 
$
855,498

Less:
 
 
 
  Accumulated other comprehensive (loss) income
(11,131
)
 
(21,546
)
  Non-qualifying goodwill and intangibles
26,008

 
25,991

  Other non-qualifying assets

 

  Disallowed unrealized losses on equity securities
2,550

 
8,059

Add:
 
 
 
  Qualifying trust preferred securities
49,120

 
48,485

Tier 1 capital (regulatory)
926,498

 
891,479

Less:
 
 
 
  Qualifying trust preferred securities
49,120

 
48,485

  Preferred stock
141,000

 
141,000

Tier 1 common equity
$
736,378

 
$
701,994

Divided by:
 
 
 
Risk-weighted assets (regulatory)
$
8,338,965

 
$
8,016,500

Tier 1 common equity ratio
8.8
%
 
8.8
%
 
March 31, 2014
 
December 31, 2013
 
(dollars in thousands)
Classified assets
$
251,851

 
$
270,375

Divide:
 
 
 
Tier 1 capital (regulatory)
926,498

 
891,479

Plus: Allowance for credit losses
103,899

 
100,050

Total Tier 1 capital plus allowance for credit losses
$
1,030,397

 
$
991,529

Classified assets to Tier 1 capital plus allowance
24.4
%
 
27.3
%


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Table of Contents

Net Interest Margin
The net interest margin is reported on a TEB. A tax equivalent adjustment is added to reflect interest earned on certain municipal securities and loans that are exempt from Federal income tax. The following tables set forth the average balances and interest income on a fully tax equivalent basis and interest expense for the years indicated:
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
Average Balance
 
Interest
 
Average Yield/ Cost
 
Average Balance
 
Interest
 
Average Yield/ Cost
 
 
(dollars in thousands)
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Loans (1)
 
$
6,893,248

 
$
86,804

 
5.27
%
 
$
5,610,432

 
$
74,725

 
5.42
%
Securities (1)
 
1,651,670

 
11,325

 
3.15

 
1,283,378

 
8,158

 
3.21

Federal funds sold and other
 
210,263

 
572

 
1.09

 
404,776

 
225

 
0.22

Total interest earning assets
 
8,755,181

 
98,701

 
4.77

 
7,298,586

 
83,108

 
4.74

Non-interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
137,516

 
 
 
 
 
126,429

 
 
 
 
Allowance for credit losses
 
(101,154
)
 
 
 
 
 
(96,859
)
 
 
 
 
Bank owned life insurance
 
140,895

 
 
 
 
 
138,694

 
 
 
 
Other assets
 
433,084

 
 
 
 
 
421,873

 
 
 
 
Total assets
 
$
9,365,522

 
 
 
 
 
$
7,888,723

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing transaction accounts
 
$
765,036

 
$
384

 
0.20
%
 
$
608,663

 
$
301

 
0.20
%
Savings and money market
 
3,452,333

 
2,562

 
0.30

 
2,620,874

 
1,911

 
0.29

Time certificates of deposit
 
1,619,564

 
1,719

 
0.42

 
1,449,535

 
1,520

 
0.42

Total interest-bearing deposits
 
5,836,933

 
4,665

 
0.32

 
4,679,072

 
3,732

 
0.32

Short-term borrowings
 
163,339

 
130

 
0.32

 
176,445

 
214

 
0.49

Long-term debt
 
301,826

 
2,708

 
3.59

 
272,882

 
2,493

 
3.65

Junior subordinated debt
 
41,869

 
421

 
4.02

 
36,224

 
466

 
5.15

Total interest-bearing liabilities
 
6,343,967

 
7,924

 
0.50

 
5,164,623

 
6,905

 
0.53

Non-interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand deposits
 
2,054,125

 
 
 
 
 
1,855,070

 
 
 
 
Other liabilities
 
81,134

 
 
 
 
 
90,669

 
 
 
 
Stockholders’ equity
 
886,296

 
 
 
 
 
778,361

 
 
 
 
Total liabilities and stockholders' equity
 
$
9,365,522

 
 
 
 
 
$
7,888,723

 
 
 
 
Net interest income and margin
 
 
 
$
90,777

 
4.41
%
 
 
 
$
76,203

 
4.36
%
Net interest spread
 
 
 
 
 
4.27
%
 
 
 
 
 
4.21
%

(1)
Yields on loans and securities have been adjusted to a tax equivalent basis. The taxable-equivalent adjustment was $5.7 million and $3.4 million for the three months ended March 31, 2014 and 2013, respectively.
(2)
Net loan fees of $0.5 million and $2.6 million are included in the yield computation for the three months ended March 31, 2014 and 2013, respectively.
(3)
Includes nonaccrual loans.
(4)
Net interest margin is computed by dividing net interest income by total average earning assets.
(5)
Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest bearing liabilities.


 

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Three Months Ended March 31,
 
 
2014 versus 2013
 
 
Increase (Decrease) Due to Changes in (1)
 
 
Volume
 
Rate
 
Total
 
 
(in thousands)
Interest income:
 
 
 
 
 
 
Loans
 
$
16,154

 
$
(4,075
)
 
$
12,079

Interest on investment securities
 
2,525

 
642

 
3,167

Federal funds sold and other
 
(530
)
 
877

 
347

Total interest income
 
18,149

 
(2,556
)
 
15,593

 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
Interest bearing transaction accounts
 
79

 
4

 
83

Savings and money market
 
617

 
34

 
651

Time deposits
 
180

 
19

 
199

Short-term borrowings
 
(10
)
 
(74
)
 
(84
)
Long-term debt
 
260

 
(45
)
 
215

Junior subordinated debt
 
57

 
(102
)
 
(45
)
Total interest expense
 
1,183

 
(164
)
 
1,019

 
 
 
 
 
 
 
Net increase (decrease)
 
$
16,966

 
$
(2,392
)
 
$
14,574

 
(1)
Changes due to both volume and rate have been allocated to volume changes.
Comparison of interest income, interest expense and net interest margin
The Company’s primary source of revenue is interest income. Interest income for the three months ended March 31, 2014 was $98.7 million, an increase of 18.8%, compared to $83.1 million for the three months ended March 31, 2013. This increase was primarily the result of interest income from loans, which increased by $12.1 million for the three months ended March 31, 2014 compared to the same period in 2013. Interest income on investment securities increased $3.2 million and other interest income increased by $0.3 million for the comparable period. Average yield on interest earning assets increased 3 basis points for three months ended March 31, 2014 compared to the same period in 2013, which was primarily the result of a change in investment mix and was partially offset by a decrease in loan yield due to a decline in payoffs of acquired loans, which resulted in lower accretion for the quarter.
Interest expense for the three months ended March 31, 2014 was $7.9 million, compared to $6.9 million in 2013, an increase of $1.0 million, or 14.8%. This increase was primarily driven by the increase in average interest bearing deposits of $1.16 billion. Despite this increase, the average cost of interest bearing deposits remained flat at 0.32%, compared to the three months ended March 31, 2013. Interest paid on short-term borrowings, long-term debt and junior subordinated debt decreased by 17 and 6 and 113 basis points, respectively, for the three months ended March 31, 2014 compared to the same period in 2013.
Net interest income was $90.8 million for the three months ended March 31, 2014, compared to $76.2 million in the same period in 2013, an increase of $14.6 million, or 19.1%. The increase in net interest income reflects a $1.46 billion increase in average earning assets, offset by a $1.18 billion increase in average interest bearing liabilities. The increase in net interest margin of 5 basis points was mostly due to an increase in our average yield on interest earning assets and a decrease in the average cost of funds related to short-term borrowings, long-term debt and junior subordinated debt.
Provision for Credit Losses
The provision for credit losses in each period is reflected as a charge against earnings in that period. The provision is equal to the amount required to maintain the allowance for credit losses at a level that is adequate to absorb probable credit losses inherent in the loan portfolio. The provision for credit losses decreased by $1.9 million, to $3.5 million for the three months ended March 31, 2014, compared with $5.4 million for the three months ended March 31, 2013. The provision decrease for the three months ended March 31, 2014 compared to the same period in 2013, was primarily due to an improvement in credit quality period over period. The Company may establish an additional allowance for credit losses for the PCI loans through a charge to provision for loan losses when impairment is determined as a result of lower than expected cash flows. As of

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March 31, 2014 and December 31, 2013, the allowance for credit losses on PCI loans was $1.4 million and $0.3 million, respectively.
Non-interest Income
The following tables present a summary of non-interest income for the periods presented: 

Three Months Ended March 31,

2014
 
2013
 
Increase (Decrease)

(in thousands)
Service charges and fees
$
2,530

 
$
2,534

 
$
(4
)
Income from bank owned life insurance
949

 
1,036

 
(87
)
Gain on sales of investment securities, net
366

 
147

 
219

Unrealized losses on assets / liabilities measured at fair value, net
(1,276
)
 
(471
)
 
(805
)
Other fee revenue
1,108

 
957

 
151

Other
1,158

 
596

 
562

Total non-interest income
$
4,835

 
$
4,799

 
$
36

Total non-interest income for the three months ended March 31, 2014, compared to the same period in 2013 increased by 0.8%. The increase relates to the increase in the gain on sale of investment securities of $0.2 million, other fee revenue of $0.2 million, and other non-interest income of $0.6 million. The increase in the gain on sales of investment securities relates to market conditions, the increase in other fee revenue is due to greater miscellaneous fees, and the increase in other revenue is due to enhanced other operating lease income. The increase was offset by the decrease in unrealized losses on assets / liabilities measured at fair value, net of $0.8 million, which primarily relates to the trust preferred securities fair value adjustment loss of $1.0 million as of March 31, 2014, compared to $0.5 million as of March 31, 2013.
Non-interest Expense
The following table presents a summary of non-interest expenses for the periods presented:
 
Three Months Ended March 31,
 
2014
 
2013
 
Increase (Decrease)
 
(in thousands)
Salaries and employee benefits
$
29,555

 
$
26,574

 
$
2,981

Occupancy
4,682

 
4,846

 
(164
)
Legal, professional and directors’ fees
3,639

 
3,023

 
616

Data processing
2,674

 
1,865

 
809

Insurance
2,393

 
2,370

 
23

Loan and repossessed asset expenses
1,234

 
1,596

 
(362
)
Customer service
620

 
643

 
(23
)
Marketing
559

 
667

 
(108
)
Net (gain) loss on sales / valuations of repossessed and other assets
(2,547
)
 
519

 
(3,066
)
Intangible amortization
597

 
597

 

Merger / restructure expenses
157

 
195

 
(38
)
Other expense
6,186

 
4,034

 
2,152

        Total non-interest expense
$
49,749

 
$
46,929

 
$
2,820

Total non-interest expense for the three months ended March 31, 2014, compared to the same period in 2013 increased $2.8 million, or 6.0%. This increase is primarily caused by increases in salaries and employee benefits of $3.0 million, legal, professional and directors' fees of $0.6 million, data processing of $0.8 million, and other non-interest expenses of $2.2 million. The increase in the salaries and employee benefits is due to employment growth. The legal, professional, directors' fees, and data processing increase relates primarily to information technology initiatives. The increase in other non-interest expense primarily relates to higher operating lease depreciation, office expenses, business development, and off-balance sheet provision

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for unfunded loans. These increases are offset by the decrease in loan and repossessed asset expenses of $0.4 million and net (gain) loss on sales / valuations of repossessed and other assets, net of $3.1 million, which primarily relates to the sale of two properties during the first quarter of 2014.
Discontinued Operations
The Company has discontinued its affinity credit card business, PartnersFirst, and has presented these activities as discontinued operations. The following table summarizes the operating results of the discontinued operations for the periods indicated: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(in thousands)
Operating revenue
 
$
(144
)
 
$
1,139

Non-interest expenses
 
(858
)
 
(1,074
)
(Loss) income before income taxes
 
(1,002
)
 
65

Income tax (benefit) expense
 
(348
)
 
27

Net (loss) income
 
$
(654
)
 
$
38

Business Segment Results
On December 31, 2013, the Company consolidated its three bank subsidiaries under one charter, Western Alliance Bank. As a result, the Company has redefined its operating segments to reflect the new organizational and internal reporting structure. Prior year segment information has not been recast to conform to the new segmentation methodology due to the impracticability of restating segments because of the change in legal structure at December 31, 2013. The new operating segments are as follows: Arizona, Nevada, California, Specialty Finance and Corporate & Other.
Arizona reported net income of $7.6 million for the three months ended March 31, 2014. During the first quarter of 2014, total loans grew $7.6 million to $2.03 billion at March 31, 2014. In addition, during the same period, total deposits grew by $77.8 million to $2.17 billion at March 31, 2014.
Nevada reported net income of $10.7 million for the three months ended March 31, 2014. During the first quarter of 2014, total loans decreased $30.6 million to $1.72 billion at March 31, 2014. In addition, during the same period, total deposits grew by $127.1 million to $3.02 billion at March 31, 2014.
California reported net income of $6.0 million for the three months ended March 31, 2014. During the first quarter of 2014, total loans increased by $47.9 million to $1.66 billion at March 31, 2014. In addition, in during the same period, total deposits decreased by $30.4 million to $1.87 billion at March 31, 2014.
Specialty Finance reported net income of $3.4 million for the three months ended March 31, 2014. During the first quarter of 2014, total loans increased by $271.2 million to $1.62 billion at March 31, 2014. In addition, in during the same period, total deposits increased by $92.8 million to $845.1 million at March 31, 2014.

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BALANCE SHEET ANALYSIS
Total assets increased $439.3 million, or 4.7%, to $9.75 billion at March 31, 2014, compared to $9.31 billion at December 31, 2013. The increase in assets primarily relates to the increase in loans of $307.2 million, or 4.5%, to $7.11 billion and the increase in cash and cash equivalents of $160.4 million, or 52.5%, due to securities purchased under agreement to resell of $111.1 million at March 31, 2014, compared to zero at December 31, 2013.
Total liabilities increased $400.0 million, or 4.7%, to $8.85 billion at March 31, 2014, compared to $8.45 billion at December 31, 2013. The increase in liabilities is due to the increase in total deposits of $310.8 million, or 4.0%, to $8.15 billion and the increase in securities sold short of $109.8 million.
Total stockholders’ equity increased by $39.3 million or 4.6%, to $894.8 million at March 31, 2014, compared to $855.5 million at December 31, 2013. The increase in stockholders' equity is due to a decrease in accumulated deficit of $30.7 million as a result of net income available to common shareholders for the three months ended March 31, 2014, in addition to the decrease in unrealized losses on AFS securities included in AOCI.
Investment securities
Investment securities are classified at the time of acquisition as either HTM, AFS, or trading based upon various factors, including asset/liability management strategies, liquidity and profitability objectives, and regulatory requirements. HTM securities are carried at amortized cost, adjusted for amortization of premiums or accretion of discounts. AFS securities are securities that may be sold prior to maturity based upon asset/liability management decisions. Investment securities identified as AFS are carried at fair value. Unrealized gains or losses on AFS securities are recorded as AOCI in stockholders’ equity. Amortization of premiums or accretion of discounts on MBS is periodically adjusted for estimated prepayments. Investment securities measured at fair value are reported at fair value, with unrealized gains and losses included in current period earnings.
The investment securities portfolio of the Company is utilized as collateral for borrowings, required collateral for public deposits and customer repurchase agreements, and to manage liquidity, capital and interest rate risk.
The following table summarizes the carrying value of the investment securities portfolio at March 31, 2014 and December 31, 2013
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
U.S. government sponsored agency securities
 
$
57,672

 
$
46,975

Municipal obligations
 
296,790

 
299,244

Preferred stock
 
73,947

 
61,484

Mutual funds
 
37,243

 
36,532

Residential MBS issued by GSEs
 
989,867

 
1,024,457

Commercial MBS issued by GSEs
 
2,034

 

Private label residential MBS
 
36,098

 
36,099

Private label commercial MBS
 
5,412

 
5,433

Trust preferred securities
 
24,728

 
23,805

CRA investments
 
23,497

 
24,882

Collateralized debt obligations
 
50

 
50

Corporate debt securities
 
97,776

 
97,777

     Total investment securities
 
$
1,645,114

 
$
1,656,738

Gross unrealized losses at March 31, 2014 are primarily caused by interest rate fluctuations, credit spread widening and reduced liquidity in applicable markets. The Company has reviewed securities on which there is an unrealized loss in accordance with its accounting policy for OTTI securities described in "Note 2. Investment Securities" to the Consolidated Financial Statements contained herein. There were no impairment charges recorded during the three months ended March 31, 2014 and 2013.
The Company does not consider any securities to be other-than-temporarily impaired as of March 31, 2014 and December 31, 2013. However, the Company cannot guarantee that additional OTTI will not occur in future periods.

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Loans
The table below summarizes the distribution of the Company’s loans at the end of each of the periods indicated: 
 
 
March 31, 2014
 
December 31, 2013
 
 
(in thousands)
Commercial and industrial
 
$
2,501,499

 
$
2,236,740

Commercial real estate - non-owner occupied
 
1,849,211

 
1,843,415

Commercial real estate - owner occupied
 
1,606,243

 
1,561,862

Construction and land development
 
553,655

 
537,231

Residential real estate
 
344,859

 
350,312

Commercial leases
 
221,916

 
235,968

Consumer
 
38,330

 
45,153

Net deferred loan fees
 
(7,114
)
 
(9,266
)
Loans, net of deferred fees and costs
 
7,108,599

 
6,801,415

Less: allowance for credit losses
 
(103,899
)
 
(100,050
)
Total loans, net
 
$
7,004,700

 
$
6,701,365

Concentrations of Lending Activities
The Company’s lending activities are driven in large part by the customers served in the market areas where the Company has branch offices in the states of Arizona, Nevada and California. The Company monitors concentrations within five broad categories: geography, industry, product, call report classifications, and collateral. The Company grants commercial, construction, real estate and consumer loans to customers through branch offices located in the Company’s primary markets. The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the CRE market of these areas. As of March 31, 2014 and December 31, 2013, CRE related loans accounted for approximately 56% and 58% of total loans and approximately 1% and 2%, respectively, of CRE related loans are secured by undeveloped land. Substantially all of these loans are secured by first liens with an initial loan to value ratio of generally not more than 75%. Approximately 47% and 46% of these CRE loans, excluding construction and land loans, were owner occupied at March 31, 2014 and December 31, 2013, respectively. In addition, approximately 3% and 4% of total loans were unsecured as of March 31, 2014 and December 31, 2013, respectively.
Impaired loans
A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the original loan agreement. Generally, impaired loans are classified as nonaccrual. However, in certain instances, impaired loans may continue on an accrual basis, such as loans classified as impaired due to doubt regarding collectability according to contractual terms, that are both fully secured by collateral and are current in their interest and principal payments. Impaired loans are measured for reserve requirements in accordance with FASB ASC 310, Receivables, based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral less applicable disposition costs if the loan is collateral dependent. The amount of an impairment reserve, if any, and any subsequent changes are charged against the allowance for credit losses.
Total nonaccrual loans and loans past due 90 days or more and still accruing decreased by $6.6 million, or 8.6%, at March 31, 2014 to $70.6 million from $77.2 million at December 31, 2013

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March 31, 2014
 
December 31, 2013
 
 
(dollars in thousands)
Total nonaccrual loans
 
$
70,401

 
$
75,680

Loans past due 90 days or more on accrual status
 
167

 
1,534

Total nonperforming loans
 
70,568

 
77,214

Troubled debt restructured loans
 
89,524

 
89,576

Other impaired loans
 
11,170

 
11,587

       Total impaired loans
 
$
171,262

 
$
178,377

Other assets acquired through foreclosure, net
 
$
56,450

 
$
66,719

Nonaccrual loans to gross loans
 
0.99
%
 
1.11
%
Loans past due 90 days or more on accrual status to total loans
 

 
0.02

Interest income received on nonaccrual loans
 
$
606

 
$
626

Interest income that would have been recorded under the original terms of nonaccrual loans
 
1,048

 
1,626

The composition of nonaccrual loans was as follows as of the dates indicated: 
 
 
At March 31, 2014
 
At December 31, 2013
 
 
Nonaccrual Balance
 
%
 
Percent of Total Loans
 
Nonaccrual Balance
 
%
 
Percent of Total Loans
 
 
(dollars in thousands)
Commercial and industrial
 
$
3,070

 
4.36
%
 
0.04
%
 
$
3,753

 
4.96
%
 
0.06
%
Commercial real estate
 
48,883

 
69.43

 
0.69

 
54,856

 
72.48

 
0.80

Construction and land development
 
3,618

 
5.14

 
0.05

 
4,525

 
5.98

 
0.07

Residential real estate
 
14,802

 
21.03

 
0.21

 
12,480

 
16.49

 
0.18

Consumer
 
28

 
0.04

 

 
66

 
0.09

 

Total nonaccrual loans
 
$
70,401

 
100.00
%
 
0.99
%
 
$
75,680

 
100.00
%
 
1.11
%
As of March 31, 2014 and December 31, 2013, nonaccrual loans totaled $70.4 million and $75.7 million, respectively. Nonaccrual loans by segment at March 31, 2014 were $30.4 million for Arizona, $17.6 million for Nevada, $4.2 million for California and $18.2 million for Corporate & Other. Nonaccrual loans as a percentage of total gross loans were 0.99% and 1.11% at March 31, 2014 and December 31, 2013, respectively. Nonaccrual loans as a percentage of each segment's total gross loans at March 31, 2014 were 1.50% for Arizona, 1.02% for Nevada, 0.25% for California and 26.70% for Corporate & Other.
Troubled Debt Restructured Loans
A TDR loan is a loan, for reasons related to a borrower’s financial difficulties, granted a concession that the lender would not otherwise consider. The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, extensions, deferrals, renewals and rewrites. A TDR loan is also considered impaired. Generally, a loan that is modified at an effective market rate of interest is no longer be disclosed as a TDR in years subsequent to the restructuring if it is performing based on the terms specified by the restructuring agreement.
As of March 31, 2014 and December 31, 2013, the aggregate amount of loans classified as impaired was $171.3 million and $178.4 million, respectively, a net decrease of 4.0%. The total specific allowance for loan losses related to these loans was $3.9 million and $5.3 million at March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014 and 2013, the Company had $89.5 million and $89.6 million, respectively, in loans classified as accruing restructured loans. Impaired loans by segment at March 31, 2014 were $49.0 million for Arizona, $61.4 million for Nevada and $13.9 million for California. Additionally, Corporate & Other held $46.9 million impaired loans at March 31, 2014.

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The following tables present a breakdown of total impaired loans and the related specific reserves for the periods indicated: 
 
 
March 31, 2014
 
 
Impaired
Balance
 
Percent
 
Percent of
Total Loans
 
Reserve
Balance
 
Percent
 
Percent of
Total 
Allowance
 
 
(dollars in thousands)
Commercial and industrial
 
$
15,665

 
9.15
%
 
0.22
%
 
$
731

 
18.62
%
 
0.70
%
Commercial real estate
 
104,085

 
60.77

 
1.46

 
1,253

 
31.92

 
1.21

Construction and land development
 
22,012

 
12.85

 
0.31

 

 

 

Residential real estate
 
29,026

 
16.95

 
0.41

 
1,938

 
49.38

 
1.87

Consumer
 
474

 
0.28

 
0.01

 
3

 
0.08

 

Total impaired loans
 
$
171,262

 
100.00
%
 
2.41
%
 
$
3,925

 
100.00
%
 
3.78
%
 
 
 
December 31, 2013
 
 
Impaired
Balance
 
Percent
 
Percent of
Total Loans
 
Reserve
Balance
 
Percent
 
Percent of
Total 
Allowance
 
 
(dollars in thousands)
Commercial and industrial
 
$
17,341

 
9.72
%
 
0.25
%
 
$
772

 
14.62
%
 
0.77
%
Commercial real estate
 
111,054

 
62.26

 
1.63

 
2,523

 
47.78

 
2.52

Construction and land development
 
23,069

 
12.93

 
0.34

 
85

 
1.61

 
0.08

Residential real estate
 
26,376

 
14.79

 
0.39

 
1,896

 
35.91

 
1.90

Consumer
 
537

 
0.30

 
0.01

 
4.00

 
0.08

 

Total impaired loans
 
$
178,377

 
100.00
%
 
2.62
%
 
$
5,280

 
100.00
%
 
5.27
%

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Allowance for Credit Losses
The following table summarizes the activity in our allowance for credit losses for the period indicated: 
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
Balance at beginning of period
 
$
100,050

 
$
95,427

Provisions charged to operating expenses:
 
 
 
 
   Commercial and industrial
 
392

 
2,654

   Commercial real estate
 
2,400

 
1,864

   Construction and land development
 
1,970

 
398

   Residential real estate
 
(490
)
 
1,282

   Consumer
 
(772
)
 
(759
)
Total Provision
 
3,500

 
5,439

Recoveries of loans previously charged-off:
 
 
 
 
   Commercial and industrial
 
922

 
441

   Commercial real estate
 
560

 
942

   Construction and land development
 
211

 
701

   Residential real estate
 
553

 
569

   Consumer
 
170

 
14

Total recoveries
 
2,416

 
2,667

Loans charged-off:
 
 
 
 
   Commercial and industrial
 
(1,478
)
 
(1,770
)
   Commercial real estate
 
(171
)
 
(2,887
)
   Construction and land development
 

 
(614
)
   Residential real estate
 
(406
)
 
(2,493
)
   Consumer
 
(12
)
 
(275
)
Total charged-off
 
(2,067
)
 
(8,039
)
Net recoveries (charge-offs)
 
349

 
(5,372
)
Balance at end of period
 
$
103,899

 
$
95,494

Net recoveries (charge-offs) to average loans outstanding-annualized
 
0.02
%
 
(0.38
)%
Allowance for credit losses to gross loans
 
1.46

 
1.63

The following table summarizes the allocation of the allowance for credit losses by loan type. However, allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. 
 
 
March 31, 2014
 
December 31, 2013
 
 
Amount
 
% of Total Allowance for Credit Losses
 
% of Loans to Gross Loans
 
Amount
 
% of Total Allowance for Credit Losses
 
% of Loans to Gross Loans
 
 
(dollars in thousands)
Commercial and industrial
 
$
39,493

 
38.0
%
 
38.3
%
 
$
39,657

 
39.7
%
 
36.3
%
Commercial real estate
 
34,853

 
33.5

 
48.6
%
 
32,064

 
32.0

 
50.0

Construction and land development
 
16,700

 
16.1

 
7.8
%
 
14,519

 
14.5

 
7.9

Residential real estate
 
11,297

 
10.9

 
4.8
%
 
11,640

 
11.6

 
5.1

Consumer
 
1,556

 
1.5

 
0.5
%
 
2,170

 
2.2

 
0.7

        Total
 
$
103,899

 
100.0
%
 
100.0
%
 
$
100,050

 
100.0
%
 
100.0
%
The allowance for credit losses as a percentage of total loans decreased to 1.46% at March 31, 2014 from 1.47% at December 31, 2013. The total balance of the allowance for credit losses has increased due to the increase in the size of its loan portfolio; however, the increase in the allowance is not proportional to the increase in the portfolio as the Company has experienced improved credit quality in its portfolio as well as a change in portfolio mix toward higher rated credits.

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Potential Problem Loans
The Company classifies loans consistent with federal banking regulations using a nine category grading system. These loan grades are described in further detail in "Item 1. Business” of the Company's Annual Report Form 10-K for the year ended December 31, 2013. The following table presents information regarding potential problem loans, consisting of loans graded special mention, substandard, doubtful, and loss, but still performing, and excluding acquired loans: 
 
 
March 31, 2014
 
 
Number of Loans
 
Loan Balance
 
Percent
 
Percent of Total Loans
 
 
(dollars in thousands)
Commercial and industrial
 
66

 
$
16,912

 
14.30
%
 
0.24
%
Commercial real estate
 
67

 
79,160

 
66.95

 
1.11

Construction and land development
 
6

 
13,666

 
11.56

 
0.19

Residential real estate
 
19

 
7,919

 
6.70

 
0.11

Consumer
 
11

 
584

 
0.49

 
0.01

Total
 
169

 
$
118,241

 
100.00
%
 
1.66
%
 
 
 
At December 31, 2013
 
 
Number of Loans
 
Loan Balance
 
Percent
 
Percent of Total Loans
 
 
(dollars in thousands)
Commercial and industrial
 
68

 
$
15,532

 
14.05
%
 
0.23
%
Commercial real estate
 
63

 
71,390

 
64.55

 
1.05

Construction and land development
 
7

 
13,357

 
12.08

 
0.20

Residential real estate
 
20

 
8,988

 
8.13

 
0.13

Consumer
 
17

 
1,317

 
1.19

 
0.02

Total
 
175

 
$
110,584

 
100.00
%
 
1.63
%
Total potential problem loans are primarily secured by real estate.

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Other Assets Acquired Through Foreclosure
The following table represents the changes in other assets acquired through foreclosure: 
 
 
Three Months Ended March 31,
 
 
2014
 
 
Gross Balance
 
Valuation Allowance
 
Net Balance
 
 
(in thousands)
Balance, beginning of the period
 
$
88,421

 
$
(21,702
)
 
$
66,719

Transfers to other assets acquired through foreclosure, net
 
2,110

 

 
2,110

Proceeds from sale of other real estate owned and repossessed assets, net
 
(19,473
)
 
5,961

 
(13,512
)
Valuation adjustments, net
 

 
(35
)
 
(35
)
Gains, net (1)
 
1,168

 

 
1,168

Balance, end of period
 
$
72,226

 
$
(15,776
)
 
$
56,450

 
 
 
 
 
 
 
 
 
2013
Balance, beginning of the period
 
$
113,474

 
$
(36,227
)
 
$
77,247

Transfers to other assets acquired through foreclosure, net
 
6,609

 

 
6,609

Proceeds from sale of other real estate owned and repossessed assets, net
 
(12,120
)
 
6,747

 
(5,373
)
Valuation adjustments, net
 

 
(1,017
)
 
(1,017
)
Gains, net (1)
 
455

 

 
455

Balance, end of period
 
$
108,418

 
$
(30,497
)
 
$
77,921


(1)
Includes gains related to initial transfers to other assets of zero and $0.3 million during the three months ended March 31, 2014 and 2013, respectively, pursuant to accounting guidance.
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure. Properties or other assets (primarily repossessed assets formerly leased) are classified as OREO and other repossessed property and are reported at the lower of carrying value or fair value, less estimated costs to sell the property. Costs relating to the development or improvement of the assets are capitalized and costs relating to holding the assets are charged to expense. The Company had $56.5 million and $66.7 million of such assets at March 31, 2014 and December 31, 2013, respectively. At March 31, 2014, the Company held approximately 63 OREO properties, compared to 70 at December 31, 2013. When significant adjustments were based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement.
Goodwill and Other Intangible Assets
Goodwill represents the excess consideration paid for net assets acquired in a business combination over their fair value and is subsequently evaluated for impairment at least annually. The Company has goodwill of $23.2 million and other intangibles, which consist primarily of core deposit intangibles, of $3.6 million as of March 31, 2014. The Company performs its annual goodwill and intangibles impairment test as of October 1 each year, or more often if events or circumstances indicate that the carrying value may not be recoverable. During the three months ended March 31, 2014, there were no events or circumstances that indicated an interim impairment test of goodwill or other intangible assets was necessary.
Deferred Tax Asset
Western Alliance Bancorporation and its subsidiaries, other than BW Real Estate, Inc., file a consolidated federal tax return. Due to tax regulations, several items of income and expense are recognized in different periods for tax return purposes than for financial reporting purposes. These items represent temporary differences. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and tax credit carryovers and deferred tax liabilities are recognized for taxable temporary differences. A temporary difference is the difference between the reported amounts of an asset or liability and its tax basis. A deferred tax asset is reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

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Although realization is not assured, the Company believes that the realization of the net deferred tax asset is more likely than not based on expectations as to future taxable income and based on available tax planning strategies within the meaning of FASB ASC 740 that could be implemented if necessary to prevent a carryover from expiring.
See "Note 10. Income Taxes" to the Consolidated Financial Statements for further discussion on income taxes.
Deposits
Deposits are the primary source for funding the Company's asset growth. At March 31, 2014, total deposits were $8.15 billion, compared to $7.84 billion at December 31, 2013. Total deposit growth of $310.8 million, or 4.0%, was primarily driven by an increase in savings and money market deposits of $362.0 million. WAB is a member of CDARS and ISC, which provide mechanisms for obtaining FDIC insurance on large deposits. At March 31, 2014, the Company had $538.2 million of CDARS deposits and $371.1 million of ICS deposits. At December 31, 2013, the Company had $518.0 million of CDARS deposits and $355.3 million of ICS deposits. At March 31, 2014 and December 31, 2013, the Company had $258.4 million and $174.2 million of wholesale brokered deposits, respectively.
The average balances and weighted average rates paid on deposits are presented below:
 
 
Three Months Ended March 31,
 
 
2014
 
2013
 
 
Average Balance
 
Rate
 
Average Balance
 
Rate
 
 
(dollars in thousands)
Interest checking (NOW)
 
$
765,036

 
0.20
%
 
$
608,663

 
0.20
%
Savings and money market
 
3,452,333

 
0.30

 
2,620,874

 
0.29

Time
 
1,619,564

 
0.42

 
1,449,535

 
0.42

     Total interest-bearing deposits
 
5,836,933

 
0.32

 
4,679,072

 
0.32

Noninterest bearing demand deposits
 
2,054,125

 

 
1,855,070

 

     Total deposits
 
$
7,891,058

 
0.24
%
 
$
6,534,142

 
0.23
%
Securities Sold Short
During the first quarter of 2014, the Company entered into a Treasury short transaction to mitigate the interest rate risk profile of floating-rate loans that are currently priced at their floor rate. The Company sold short fixed-rate Treasury securities and invested the proceeds in a short-term repurchase agreement. The balance was $109.8 million at March 31, 2014.
Short-Term Borrowed Funds
The Company from time to time utilizes short-term borrowed funds to support short-term liquidity needs generally created by increased loan demand. The majority of these short-term borrowed funds consist of advances from the FHLB and/or FRB, federal funds purchased and customer repurchase agreements. The Company's borrowing capacity with the FHLB and FRB is determined based on collateral pledged, generally consisting of securities and loans. In addition, the Company has borrowing capacity from other sources pledged by securities, including securities sold under agreements to repurchase, which are reflected at the amount of cash received in connection with the transaction, and may require additional collateral based on the fair value of the underlying securities. At March 31, 2014, total short-term borrowed funds consisted of $57.4 million of customer repurchases, a revolving line of credit of $5.0 million and FHLB advances of $56.3 million. At December 31, 2013, total short-term borrowed funds consisted of $71.2 million of customer repurchases, a revolving line of credit of $3.0 million and FHLB advances of $25.9 million.
Long-Term Debt
At March 31, 2014, there was $217.2 million of FHLB advances classified as long-term and $64.9 million of outstanding Senior Note principal, whose carrying value of $64.3 million reflects a discount of $0.6 million.
Junior Subordinated Debt
The Company measures the balance of junior subordinated debt at fair value, which was $42.8 million at March 31, 2014 and $41.9 million at December 31, 2013.

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Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. The critical accounting policies upon which the Company's financial condition and results of operations depend, and which involve the most complex subjective decisions or assessments, are included in the discussion entitled "Critical Accounting Policies" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company's Annual Report on From 10-K for the fiscal year ended December 31, 2013, and all amendments thereto, as filed with the Securities and Exchange Commission. There were no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K.
Liquidity
Liquidity is the ongoing ability to accommodate liability maturities and deposit withdrawals, fund asset growth and business operations and meet contractual obligations through unconstrained access to funding at reasonable market rates. Liquidity management involves forecasting funding requirements and maintaining sufficient capacity to meet the needs and accommodate fluctuations in asset and liability levels due to changes in our business operations or unanticipated events.
The ability to have readily available funds sufficient to repay fully maturing liabilities is of primary importance to depositors, creditors and regulators. Our liquidity, represented by cash and amounts due from banks, federal funds sold and non-pledged marketable securities, is a result of our operating, investing and financing activities and related cash flows. In order to ensure funds are available when necessary, on at least a quarterly basis, we project the amount of funds that will be required, and we strive to maintain relationships with a diversified customer base. Liquidity requirements can also be met through short-term borrowings or the disposition of short-term assets. The Company has unsecured Fed Funds lines of credits with correspondent banks totaling $120.0 million and other lines of credit with correspondent banks totaling $70.0 million, of which $25.0 million is secured and $45.0 million is unsecured. As of March 31, 2014, there was $5.0 million drawn on the secured line of credit and no amounts drawn on the Fed Funds line of credit. In addition, loans and securities are pledged to the FHLB, providing $1.50 billion in borrowing capacity, with outstanding borrowings and letters of credit of $272.2 million and $199.1 million, respectively, leaving $1.03 billion in available credit as of March 31, 2014. Loans and securities pledged to the FRB discount window provided $1.00 billion in borrowing capacity. As of March 31, 2014, there were no outstanding borrowings from the FRB, thus our available credit totaled $1.00 billion.
The Company has a formal liquidity policy and, in the opinion of management, our liquid assets are considered adequate to meet cash flow needs for loan funding and deposit cash withdrawals for the next 90-120 days. At March 31, 2014, there was $1.20 billion in liquid assets, comprised of $355.7 million in cash and cash equivalents and $846.8 million in unpledged marketable securities. At December 31, 2013, the Company maintained $1.25 billion in liquid assets, comprised of $309.7 million of cash and cash equivalents and $938.0 million of unpledged marketable securities.
The holding company maintains additional liquidity that would be sufficient to fund its operations and certain non-bank affiliate operations for an extended period should funding from normal sources be disrupted. Since deposits are taken by the bank operating subsidiary and not by the parent company, parent company liquidity is not dependent on the bank operating subsidiary's deposit balances. In our analysis of parent company liquidity, we assume that the parent company is unable to generate funds from additional debt or equity issuance, receives no dividend income from subsidiaries and does not pay dividends to shareholders, while continuing to make nondiscretionary payments needed to maintain operations and repayment of contractual principal and interest payments owed by the parent company and affiliated companies. Under this scenario, the amount of time the parent company and its non-bank subsidiaries can operate and meet all obligations before the current liquid assets are exhausted is considered as part of the parent company liquidity analysis. Management believes the parent company maintains adequate liquidity capacity to operate without additional funding from new sources for over 12 months. WAB maintains sufficient funding capacity to address large increases in funding requirements, such as deposit outflows. This capacity is comprised of liquidity derived from a reduction in asset levels and various secured funding sources.
On a long-term basis, the Company’s liquidity will be met by changing the relative distribution of our asset portfolios (for example, by reducing investment or loan volumes, or selling or encumbering assets). Further, the Company can increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from correspondent banks, the FHLB of San Francisco and the FRB. At March 31, 2014, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals, which can be met by cash flows from investment payments and maturities, and investment sales, if necessary.
The Company’s liquidity is comprised of three primary classifications: 1) cash flows provided by operating activities; 2) cash flows used in investing activities; and 3) cash flows provided by financing activities. Net cash provided by or used in operating activities consists primarily of net income, adjusted for changes in certain other asset and liability accounts and certain non-cash income and expense items, such as the provision for credit losses, investment and other amortization and depreciation. For

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the three months ended March 31, 2014 and 2013, net cash provided by operating activities was $40.0 million and $46.1 million, respectively.
Our primary investing activities are the origination of real estate and commercial loans and purchase and sale of securities. Our net cash provided by and used in investing activities has been primarily influenced by our loan and securities activities. The net increase in loans for the three months ended March 31, 2014 and 2013, was $322.6 million and $124.4 million, respectively. The increase from purchases or pay downs of securities, net for the three months ended March 31, 2014 and 2013 was $25.2 million and $69.4 million, respectively.
Net cash provided by financing activities has been impacted significantly by increased deposit levels. During the three months ended March 31, 2014 and 2013, deposits increased $310.9 million and $279.7 million, respectively.
Fluctuations in core deposit levels may increase our need for liquidity as certificates of deposit mature or are withdrawn before maturity, and as non-maturity deposits, such as checking and savings account balances, are withdrawn. Additionally, we are exposed to the risk that customers with large deposit balances will withdraw all or a portion of such deposits, due in part to the FDIC limitations on the amount of insurance coverage provided to depositors. To mitigate the uninsured deposit risk, we have joined the CDARS and ICS, a program that allows customers to invest up to $50.0 million in certificates of deposit or money market accounts through one participating financial institution, with the entire amount being covered by FDIC insurance. As of March 31, 2014, we had $538.2 million of CDARS and $371.1 million of ICS deposits.
As of March 31, 2014, we had $258.4 million of wholesale brokered deposits outstanding. Brokered deposits are generally considered to be deposits that have been received from a third party that is acting on behalf of that party’s customer. Often, a broker will direct a customer’s deposits to the banking institution offering the highest interest rate available. Federal banking laws and regulations place restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. The Company does not anticipate using brokered deposits as a significant liquidity source in the near future.
Federal and state banking regulations place certain restrictions on dividends paid. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the bank. Dividends paid by WAB to the Company would be prohibited if the effect thereof would cause the bank’s capital to be reduced below applicable minimum capital requirements. WAB, LVSP and WAEF paid dividends to the Company in the amount of $16.0 million, $2.0 million and $1.5 million during the three months ended March 31, 2014, respectively.
Capital Resources
The Company and the bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken, could have a direct material effect on the Company’s business and financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and WAB must meet specific capital guidelines that involve qualitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and WAB to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I leverage to average assets. As of March 31, 2014 and December 31, 2013, the Company and WAB met all capital adequacy requirements to which they are subject.
As of March 31, 2014 and December 31, 2013, the Company and its bank met the minimum capital ratio requirements necessary to be classified as well-capitalized, as defined by the banking agencies. To be categorized as well-capitalized, the WAB must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table below.
Federal banking regulators have proposed revisions to the bank capital requirement standards known as Basel III. Basel III strengthens bank capital requirements and introduces new regulatory requirements on bank liquidity and bank leverage. Based on the Company’s assessment of these proposed regulations, as of March 31, 2014, the Company and WAB met the requirements necessary to be classified as well-capitalized under the proposed regulation.

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The actual capital amounts and ratios for the Company are presented in the following tables as of the periods indicated:  
 
 
Actual
 
Adequately-Capitalized Requirements
 
Minimum For Well-Capitalized Requirements
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
 
(dollars in thousands)
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk Weighted Assets)
 
$
1,031,371

 
12.4
%
 
$
665,401

 
8.0
%
 
$
831,751

 
10.0
%
Tier 1 Capital (to Risk Weighted Assets)
 
926,498

 
11.1

 
333,873

 
4.0

 
500,810

 
6.0

Leverage Ratio (to Average Assets)
 
926,498

 
9.9

 
374,343

 
4.0

 
467,928

 
5.0

December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk Weighted Assets)
 
$
991,461

 
12.4
%
 
$
639,652

 
8.0
%
 
$
799,565

 
10.0
%
Tier 1 Capital (to Risk Weighted Assets)
 
891,232

 
11.1

 
321,165

 
4.0

 
481,747

 
6.0

Leverage Ratio (to Average Assets)
 
891,232

 
9.8

 
363,768

 
4.0

 
454,710

 
5.0

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Our market risk arises primarily from interest rate risk inherent in our lending, investing and deposit taking activities. To that end, management actively monitors and manages our interest rate risk exposure. We generally manage our interest rate sensitivity by evaluating re-pricing opportunities on our earning assets to match those on our funding liabilities.
Management uses various asset/liability strategies to manage the re-pricing characteristics of our assets and liabilities, all of which are designed to ensure that exposure to interest rate fluctuations is limited to within our guidelines of acceptable levels of risk-taking. Hedging strategies, including the terms and pricing of loans and deposits and management of the deployment of our securities, are used to reduce mismatches in interest rate re-pricing opportunities of portfolio assets and their funding sources.
Interest rate risk is addressed by the ALCO (or its equivalent), which includes members of executive management, senior finance and operations. ALCO monitors interest rate risk by analyzing the potential impact on the net economic value of equity and net interest income from potential changes in interest rates and considers the impact of alternative strategies or changes in balance sheet structure. We manage our balance sheet in part to maintain the potential impact on economic value of equity and net interest income within acceptable ranges despite changes in interest rates.
Our exposure to interest rate risk is reviewed on at least a quarterly basis by the ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in economic value of equity in the event of hypothetical changes in interest rates. If potential changes to net economic value of equity and net interest income resulting from hypothetical interest rate changes are not within the limits established by the bank’s Board of Directors, the Board of Directors may direct management to adjust the asset and liability mix to bring interest rate risk within Board-approved limits.
Net Interest Income Simulation. In order to measure interest rate risk at March 31, 2014, we used a simulation model to project changes in net interest income that result from forecasted changes in interest rates. This analysis calculates the difference between net interest income forecasted using an immediate increase and decrease in interest rates and a net interest income forecast using a flat market interest rate environment derived from spot yield curves typically used to price our assets and liabilities. The income simulation model includes various assumptions regarding the re-pricing relationships for each of our products. Many of our assets are floating rate loans, which are assumed to re-price immediately and, proportional to the change in market rates, depending on their contracted index. Some loans and investments include the opportunity of prepayment (embedded options) and, accordingly, the simulation model uses estimated market speeds to derive prepayments and reinvests proceeds at modeled yields. Our non-term deposit products re-price more slowly, usually changing less than the change in market rates and at our discretion.
This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet remains static and that its structure does not change over the course of the year. It does not account for all factors that could impact our results, including actions taken by management to mitigate interest rate changes or secondary factors such as changes to our credit risk profile as interest rates change.

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Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment speeds that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the modeled assumptions may have significant effects on our actual net interest income.
This simulation model assesses the changes in net interest income that would occur in response to an instantaneous and sustained increase or decrease (shock) in market interest rates. At March 31, 2014, our net interest income exposure for the next twelve months related to these hypothetical changes in market interest rates was within our current guidelines.
Sensitivity of Net Interest Income
 
 
Interest Rate Scenario (change in basis points from Base)
(in 000’s)
 
Down 100
 
Base
 
Up 100
 
Up 200
 
Up 300
 
Up 400
Interest Income
 
$
382,888

 
$
389,645

 
$
419,660

 
$
456,597

 
$
496,029

 
$
536,066

Interest Expense
 
38,726

 
38,882

 
67,088

 
95,385

 
123,669

 
151,922

Net Interest Income
 
344,162

 
350,763

 
352,572

 
361,212

 
372,360

 
384,144

% Change
 
(1.9
)%
 
 
 
0.5
%
 
3.0
%
 
6.2
%
 
9.5
%
Economic 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 economic value of equity, using a simulation model. This simulation model assesses the changes in the market value of interest rate sensitive financial instruments that would occur in response to an instantaneous and sustained increase or decrease (shock) in market interest rates.
At March 31, 2014, our economic value of equity exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us. The following table shows our projected change in economic value of equity for this set of rate shocks at March 31, 2014:
Economic Value of Equity 
 
 
Interest Rate Scenario (change in basis points from Base)
 
 
Down 100
 
Base
 
Up 100
 
Up 200
 
Up 300
 
Up 400
Present Value (000’s)
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
$
9,960,462

 
$
9,854,087

 
$
9,654,380

 
$
9,467,117

 
$
9,291,542

 
$
9,127,199

Liabilities
 
8,616,470

 
8,465,725

 
8,244,799

 
8,067,695

 
7,893,008

 
7,718,861

Net Present Value
 
1,343,992

 
1,388,362

 
1,409,581

 
1,399,422

 
1,398,534

 
1,408,338

% Change
 
(3.2
)%
 
 
 
1.5
%
 
0.8
%
 
0.7
%
 
1.4
%
The computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, asset prepayments and deposit decay and, should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions we may undertake in response to changes in interest rates. Actual amounts may differ from the projections set forth above should market conditions vary from the underlying assumptions.
Derivative Contracts. In the normal course of business, the Company uses derivative instruments to meet the needs of its customers and manage exposure to fluctuations in interest rates. The following table summarizes the aggregate notional amounts, market values and terms of the Company’s derivative positions with derivative market makers as of March 31, 2014 and December 31, 2013:
Outstanding Derivatives Positions
March 31, 2014
 
December 31, 2013
Notional
 
Net Value
 
Weighted Average Term (Yrs)
 
Notional
 
Net Value
 
Weighted Average Term (Yrs)
(dollars in thousands)
$
516,672

 
$
10,013

 
18.3

 
$
287,947

 
$
1,709

 
17.2



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Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that information required to be disclosed by the Company in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed by the Company in the reports we file or subject under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting during the quarter ended March 31, 2014, which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1.
Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party or to which any of our properties are subject. There are no material proceedings known to us to be contemplated by any governmental authority. From time to time, we are involved in a variety of litigation matters in the ordinary course of our business and anticipate that we will become involved in new litigation matters in the future.
Item 1A.
Risk Factors.
There have not been any material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.
Item 6.
Exhibits.
EXHIBITS
31.1*
 
CEO Certification Pursuant Rule 13a-14(a)/15d-14(a).
 
 
 
31.2*
 
CFO Certification Pursuant Rule 13a-14(a)/15d-14(a).
 
 
 
32**
 
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002.
 
 
 
101.INS*
 
XBRL Instance Document.
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.
**Furnished herewith.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
WESTERN ALLIANCE BANCORPORATION
 
 
 
 
 
April 30, 2014
 
By:
 
/s/ Robert Sarver
 
 
 
 
Robert Sarver
 
 
 
 
Chairman of the Board and
 
 
 
 
Chief Executive Officer
 
 
 
 
 
April 30, 2014
 
By:
 
/s/ Dale Gibbons
 
 
 
 
Dale Gibbons
 
 
 
 
Executive Vice President and
 
 
 
 
Chief Financial Officer
 
 
 
 
 
April 30, 2014
 
By:
 
/s/ J. Kelly Ardrey Jr.
 
 
 
 
J. Kelly Ardrey Jr.
 
 
 
 
Senior Vice President and
 
 
 
 
Chief Accounting Officer


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